ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE &
PROPERTIES (GROUP) CO., LTD.
ANNUAL REPORT 2023
2024-009
【30 March 2024】
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
ANNUAL REPORT 2023
Part I Important Notes, Table of Contents and Definitions
The Board of Directors (or the “Board”), the Supervisory Committee as well as the directors,
supervisors and senior management of ShenZhen Special Economic Zone Real Estate &
Properties (Group) Co., Ltd. (hereinafter referred to as the “Company”) hereby guarantee the
factuality, accuracy and completeness of the contents of this Report and its summary, and
shall be jointly and severally liable for any misrepresentations, misleading statements or
material omissions therein.
Tang Xiaoping, the Company’s General Manager, Wang Jianfei, the Company’s Chief
Financial Officer, and Zhou Hongpu, head of the Company’s financial department (equivalent
to financial manager) hereby guarantee that the Financial Statements carried in this Report
are factual, accurate and complete.
All the Company’s directors have attended the Board meeting for the review of this Report
and its summary.
Descriptions about the Company’s operating plans or work arrangements for the future
mentioned in this Report and its summary, the implementation of which is subject to various
factors, shall NOT be considered as promises to investors. Therefore, investors are reminded
to exercise caution when making investment decisions.
The Company has no final dividend plan, either in the form of cash or stock.
This Report and its summary have been prepared in both Chinese and English. Should there
be any discrepancies or misunderstandings between the two versions, the Chinese versions
shall prevail.
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Table of Contents
Part I Important Notes, Table of Contents and Definitions ........................................................... 2
Part II Corporate Information and Key Financial Information ................................................... 6
Part III Management Discussion and Analysis ............................................................................. 11
Part IV Corporate Governance ...................................................................................................... 31
Part V Environmental and Social Responsibility .......................................................................... 48
Part VI Significant Events ............................................................................................................... 49
Part VII Share Changes and Shareholder Information ............................................................... 57
Part VIII Preferred Shares .............................................................................................................. 64
Part IX Bonds ................................................................................................................................... 65
Part X Financial Statements ........................................................................................................... 66
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Documents Available for Reference
1. The financial statements with the personal signatures and stamps of the Company’s general
manager, Chief Financial Officer and head of the financial department;
2. The original of the Auditor’s Report with the stamp of the CPA firm, as well as the personal
signatures and stamps of the CPAs; and
3. The originals of all the documents and announcements disclosed by the Company on Securities
Times, China Securities Journal and Ta Kung Pao during the Reporting Period.
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Definitions
Term Definition
―Shenzhen SASAC‖ or the ―Municipal The State-owned Assets Supervision and Administration
SASAC‖ Commission of the People’s Government of Shenzhen Municipal
SIHC Shenzhen Investment Holdings Co., Ltd.
ShenZhen Special Economic Zone Real Estate & Properties (Group)
The ―Company‖, the ―Group‖, ―SPG‖ or
Co., Ltd. and its consolidated subsidiaries, except where the context
―we‖
otherwise requires
Shenzhen Property Management Shenzhen Property Management Co., Ltd.
Petrel Hotel Shenzhen Petrel Hotel Co., Ltd.
Zhentong Engineering Shenzhen Zhentong Engineering Co., Ltd.
Huazhan Construction Supervision Shenzhen Huazhan Construction Supervision Co., Ltd.
Jianbang Group Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd.
Chuanqi Real Estate Development Shenzhen SPG Chuanqi Real Estate Development Co., Ltd.
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Part II Corporate Information and Key Financial Information
I Corporate Information
Stock name SPG, SPG-B Stock code 000029, 200029
Stock exchange for stock
Shenzhen Stock Exchange
listing
Company name in Chinese 深圳经济特区房地产(集团)股份有限公司
Abbr. 深房集团
Company name in English (if
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
any)
Abbr. (if any) SPG
Legal representative Tang Xiaoping
Registered address 45/F-48/F, SPG Plaza, Renmin South Road, Luohu District, Shenzhen, Guangdong, P.R.China
Zip code 518001
Changes of the registered
N/A
address
Office address 47/F, SPG Plaza, Renmin South Road, Luohu District, Shenzhen, Guangdong, P.R.China
Zip code 518001
Company website http://www.sfjt.com.cn
Email address spg@sfjt.sihc.com.cn
II Contact Information
Board Secretary Securities Representative
Name Luo Yi Hong Lu
47/F, SPG Plaza, Renmin South Road, 47/F, SPG Plaza, Renmin South Road,
Address Luohu District, Shenzhen, Guangdong, Luohu District, Shenzhen, Guangdong,
P.R.China P.R.China
Tel. （86 755）25108897 （86 755）25108837
Fax （86 755）82294024 （86 755）82294024
Email address spg@sfjt.sihc.com.cn spg@sfjt.sihc.com.cn
III Media for Information Disclosure and Place where this Report Is Lodged
Stock exchange website where this Report is disclosed Shenzhen Stock Exchange (http://www.szse.cn/)
Domestic: Securities Times, China Securities Journal, and
Newspaper and website where this Report is disclosed http://www.cninfo.com.cn
Overseas: Ta Kung Pao (HK)
47/F, SPG Plaza, 3005 Renmin South Road, Luohu District, Shenzhen,
Place where this Report is lodged
Guangdong, P.R.China
IV Change to Company Registered Information
Unified social credit code 91440300192179585N
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Change to principal activity of the
No change
Company since going public (if any)
On 24 March 1999, the controlling shareholder was changed from Shenzhen
Every change of controlling shareholder Investment Management Co., Ltd. to Shenzhen Construction Investment Holdings Co.,
since incorporation (if any) Ltd. And on 14 February 2006, it was changed to Shenzhen Investment Holdings Co.,
Ltd.
V Other Information
The independent audit firm hired by the Company:
Name Pan-China Certified Public Accounts LLP
Office address 128 Xixi Road, Lingyin Street, Xihu District, Hangzhou, Zhejiang Province, China
Accountants writing signatures Wang Huansen, and Cai Xiaodong
The independent sponsor hired by the Company to exercise constant supervision over the Company in the Reporting Period:
□ Applicable Not applicable
The independent financial advisor hired by the Company to exercise constant supervision over the Company in the Reporting Period:
□ Applicable Not applicable
VI Key Financial Information
Indicate by tick mark whether there is any retrospectively restated datum in the table below.
□ Yes No
2023-over-2022 change
2023 2022 2021
(%)
Operating revenue
530,887,720.68 634,384,561.42 -16.31% 1,320,790,648.45
(RMB)
Net profit attributable
to the listed company’s -250,839,542.09 153,718,805.57 -263.18% 220,836,309.93
shareholders (RMB)
Net profit attributable
to the listed company’s
shareholders before -267,984,286.36 21,160,405.11 -1,366.44% 208,306,710.37
exceptional gains and
losses (RMB)
Net cash generated
from/used in operating 1,045,037,248.19 -675,775,998.76 254.64% -1,205,952,107.94
activities (RMB)
Basic earnings per
-0.2479 0.1519 -263.20% 0.2183
share (RMB/share)
Diluted earnings per
-0.2479 0.1519 -263.20% 0.2183
share (RMB/share)
Weighted average
-6.52% 3.88% -10.40% 5.72%
return on equity (%)
Change of 31
31 December 2023 31 December 2022 December 2023 over 31 December 2021
31 December 2022 (%)
Total assets (RMB) 6,485,312,507.46 5,689,769,802.18 13.98% 6,182,498,050.43
Equity attributable to
the listed company’s 3,691,082,484.20 4,004,240,547.70 -7.82% 3,938,260,291.97
shareholders (RMB)
Indicate by tick mark whether the lower of the net profit attributable to the listed company’s shareholders before and after exceptional
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
gains and losses was negative for the last three accounting years, and the latest independent auditor’s report indicated that there was
uncertainty about the Company’s ability to continue as a going concern.
□ Yes No
Indicate by tick mark whether the lower of the net profit attributable to the listed company’s shareholders before and after exceptional
gains and losses was negative.
Yes □ No
Item 2023 2022 Remark
Operating revenue (RMB) 530,887,720.68 634,384,561.42 N/A
Amount deducted from
0.00 0.00 N/A
operating revenue (RMB)
Operating revenue after
530,887,720.68 634,384,561.42 N/A
deduction (RMB)
VII Accounting Data Differences under China’s Accounting Standards for Business
Enterprises (CAS) and International Financial Reporting Standards (IFRS) and Foreign
Accounting Standards
1. Net Profit and Equity under CAS and IFRS
Applicable □ Not applicable
Unit: RMB
Net profit attributable to the listed company’s Equity attributable to the listed company’s
shareholders shareholders
2023 2022 Ending amount Beginning amount
Under CAS -250,839,542.09 153,718,805.57 3,691,082,484.20 4,004,240,547.70
Adjusted as per IFRS
Under IFRS -250,839,542.09 153,718,805.57 3,691,082,484.20 4,004,240,547.70
2. Net Profit and Equity under CAS and Foreign Accounting Standards
□ Applicable Not applicable
No difference for the Reporting Period.
3. Reasons for Accounting Data Differences Above
□ Applicable Not applicable
VIII Key Financial Information by Quarter
Unit: RMB
Q1 Q2 Q3 Q4
Operating revenue 109,155,515.74 154,461,263.33 90,700,026.78 176,570,914.83
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Net profit attributable
to the listed company’s -35,653,798.52 -1,464,384.29 686,777.00 -214,408,136.28
shareholders
Net profit attributable
to the listed company’s
shareholders before -37,833,791.48 -4,635,117.67 -1,532,526.34 -223,982,850.87
exceptional gains and
losses
Net cash generated
from/used in operating -183,238,769.33 -8,902,178.71 128,807,540.45 1,108,370,655.78
activities
Indicate by tick mark whether any of the quarterly financial data in the table above or their summations differs materially from what
have been disclosed in the Company’s quarterly or interim reports.
□ Yes No
IX Exceptional Gains and Losses
Applicable □ Not applicable
Unit: RMB
Item 2023 2022 2021 Note
Gain or loss on disposal of non-current assets
9,940,254.23 161,542,599.57 -13,451.61
(inclusive of impairment allowance write-offs)
Government grants recognised incurrent profit or loss
(exclusive ofthose that are closely related to the
Company's normal business operations and given in
440,049.96 559,803.19 1,669,479.40
accordance with defined criteria and in compliance
with government policies, and have a continuing
impact on the Company's profit or loss)
Gain or loss on assets entrusted to other entities for
7,985,840.50 9,129,650.51 13,024,710.91
investment or management
Reversed portions of impairment allowances for
receivables which are tested individually for 3,994,030.79 482,790.04
impairment
Gain or loss on debt restructuring 2,610,128.31
Non-operating income and expense other than the
393,461.44 1,094,190.56 1,542,604.01
above
Less: Income tax effects 5,639,314.23 41,451,680.41 4,176,533.19
Non-controlling interests effects (net of tax) -30,421.58 926,291.27
Total 17,144,744.27 132,558,400.46 12,529,599.56 --
Details of other gains and losses that meet the definition of exceptional gain/loss:
□ Applicable Not applicable
No such cases for the Reporting Period.
Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item listed in the Explanatory Announcement No.
1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gain/Loss Items:
Applicable □ Not applicable
Item Amount involved (RMB) Reason
This item is recognised as a recurrent
Return of handling fee for personal gain or loss because it occurs
68,364.83
income tax withheld consistently from year to year and is not
episodic in nature
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
This item is recognised as a recurrent
gain or loss because it occurs
Over-deduction in the calculation of VAT 58,857.60
consistently from year to year and is not
episodic in nature
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Part III Management Discussion and Analysis
I Industry Overview for the Reporting Period
The Company is subject to the information disclosure requirements for the real estate industry in the Disciplinary and Regulatory
Guideline No. 3 of the Shenzhen Stock Exchange for Listed Companies—Industry-specific Information Disclosure.
In 2023, due to geo-frictions and trade protectionism, the global supply chain sector faced a reshuffle, and the
world economic growth slowed down. The policy of the real estate sector continued to be relaxed. Although the
property market turnover picked up in the fourth quarter, the relationship between supply and demand has
changed significantly. The market rebound was not sustainable and weak.
II Principal Activity of the Company in the Reporting Period
The Company is subject to the information disclosure requirements for the real estate industry in the Disciplinary and Regulatory
Guideline No. 3 of the Shenzhen Stock Exchange for Listed Companies—Industry-specific Information Disclosure.
The Company primarily develops residential properties. Its available-for-sale projects are mainly located in
Shenzhen, Huizhou and Shantou. They are: the Chuanqi Donghu Mingyuan project (sold out during 2023), the
Cuilinyuan project, and the Guangmingli project (residential units sold out as soon as they became available for
sale during 2023) in Shenzhen, the Linxinyuan project located in a place in Huizhou that is close to Shenzhen, and
the Tianyuewan project, the Yuejing Dongfang project and the Jinyedao project in Shantou. In addition, the
Company’s under-construction projects are the Guangmingli project and the Linxinyuan project.
New additions to the land bank:
Considerati
Floor area Total land on of the
Name of Site area with plot How the The
Planned price Company’s
land lot or Location ratio land is Company’s
use of land （㎡） (RMB’0,00 interest
project obtained interest
（㎡） 0) (RMB’0,00
0)
Cumulative land bank:
Floor area available for
Name of project/area Site area（0,000 ㎡） Floor area（0,000 ㎡）
development（0,000 ㎡）
Xinfeng Building in Shantou 0.59 2.66 2.66
Linxinyuan Phase II 2.57 7.72 7.72
Linxinyuan Phase III 4.31 9.57 9.57
Linxinyuan Phase IV 3.23 6.45 6.45
Total 10.70 26.40 26.40
Development status of major projects:
Fl C
oo u
Time for Planned r m Expected Cumulat
The
Nam commen % % floor area are ul total ive
City Loc Comp Site area
e of cement deve cons with plot a ati investmen investme
/reg atio Status any’s
proj of lope truct （㎡） ratio co ve t nt
ion n interes
ect construc d ed mp ly (RMB’0,0 (RMB’0,
t （㎡）
tion let co 00) 000)
ed m
in pl
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
the et
Cu ed
rre flo
nt or
Pe ar
rio ea
d （
（ ㎡
㎡ ）
）
Linx Frame
Hui inyu work
Hui 11 June
zho an in 51% 96% 96% 64,278 159,761 0 0 115,750 111,077
yang 2021
u Phas constr
eI uction
Gua Frame
SPG
She ngm work 19
Gua
nzh ing in 100% January 81% 81% 10,721 53,605 0 0 151,758 122,759
ngm
en Dist constr 2022
ingli
rict uction
Sales status of major projects:
Pre-
sale/sa
Pre-
Floor les
Cumulat sale/sale Floor
Floor Floor area revenu
ively s Cumulat area
The area area pre- e
Name pre- revenue ively settled
City Loc Comp with availabl sold/sol settled settled
of Stat sold/sol generate in the
/reg atio any’s plot e for d in the floor in the
projec us d floor in the Current
ion n interes ratio sale Current Curre
t area Current area Period
t Period nt
（㎡） （㎡） Period (㎡)
（㎡） （㎡） Period
（㎡） (RMB’0
(RMB
,000)
’0,000
)
Chuan
qi Luo Rea
She
Dongh hu dy
nzh 100% 55,727 32,857 32,857 194 1,483 32,857 194 1,483
u Dist for
en
Mingy rict sale
uan
Lon
Rea
She ggan
Cuilin dy
nzh g 100% 60,111 56,137 54,522 1,638 807 54,522 1,638 807
yuan for
en Dist
sale
rict
Cha
Tiany Rea
Sha oyan
uewan dy
nto g 100% 153,470 160,372 120,017 5,133 2,963 108,459 6,804 3,901
Phase for
u Dist
I sale
rict
Cha
Tiany Rea
Sha oyan
uewan dy
nto g 100% 127,770 137,059 37,430 9,159 5,220 36,572 11,060 6,276
Phase for
u Dist
II sale
rict
Linxin Hui
Hui On
yuan yang
zho pre- 51% 159,761 159,761 2,421
Phase Dist
u sale
I rict
Gua
She SPG ngm On
nzh Guang ing pre- 100% 53,605 51,975 29,973 29,973 133,703
en mingli Dist sale
rict
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Rental status of major projects:
Cumulative
Name of The Company’s Rentable area Average
Location Use rented area
project interest （㎡） occupancy rate
（㎡）
Real Estate
Shenzhen Commercial 100.00% 3,413.88 3,413.88 100.00%
Mansion
North Tower of
Guoshang Shenzhen Commercial 100.00% 4,819.71 4,819.71 100.00%
Mansion
Petrel Building Shenzhen Commercial 100.00% 22,475.47 22,475.47 100.00%
SPG Plaza Shenzhen Office building 100.00% 60,391.69 31,598.87 52.32%
Podium of SPG
Shenzhen Commercial 100.00% 19,886.30 14,463.75 72.73%
Plaza
Wenjin Garden Shenzhen Commercial 100.00% 3,531.60 3,531.60 100.00%
Primary land development:
□ Applicable Not applicable
Financing channels:
Financing cost Maturity structure
Financing Ending balance
range/average
channel of financings Within 1 year 1-2 years 2-3 years Over 3 years
financing cost
Bank loans 21,343.43 3.7%-4.2% 3,400.13 11,715.82 12.52 6,214.97
Total 21,343.43 3.7%-4.2% 3,400.13 11,715.82 12.52 6,214.97
Development strategy and operating plan for the coming year:
Please refer to ―XI Prospects‖ in this part of the Report.
Provision of guarantees for homebuyers on bank mortgages:
Applicable □ Not applicable
Guarantee amount (RMB’0,00
Project Guarantee period Note
0)
Until the property ownership certificate is registered
Shanglinyuan 47.25
as collateral and handed over to bank for keeping
Until the property ownership certificate is registered
Cuilinyuan 935.87
as collateral and handed over to bank for keeping
Chuanqi Donghu Until the property ownership certificate is registered
1,087.97
Mingyuan as collateral and handed over to bank for keeping
Until the property ownership certificate is registered
Tianyuewan 32,241.18
as collateral and handed over to bank for keeping
Until the property ownership certificate is registered
Guangmingli 75,304.40
as collateral and handed over to bank for keeping
Until the property ownership certificate is registered
Linxinyuan 1,034.00
as collateral and handed over to bank for keeping
Total 110,650.67
Joint investments by directors, supervisors and senior management and the listed company (applicable for such investments where
the directors, supervisors and senior management are the major source of investment):
Applicable □ Not applicable
Compatibilit
As % of As % of the Cumulative
Type of Investment Disinvestme y of actual
Project total peak of returns
investor amount (RMB) nt investment
investment project funds (RMB)
and returns
Director,
supervisor or
Linxinyuan 8,950,000.00 39.25% 0.90% 0.00 N/A N/A
senior
management
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
of the
Company
III Core Competitiveness Analysis
As the earliest real estate developer founded in the Shenzhen Special Economic Zone, the Company helped build
the early city, and has created a number of "first places" in the history of real estate development in China. For
example, the first to use the paid state-owned land, the first to introduce the foreign investment for the cooperative
land development, the first to raise development funds by means of pre-sale of buildings, the first to carry out
public bidding for construction projects in accordance with international practices, the first to set up a property
management company to the buildings and residences developed in an all-rounded manner, as well as winning the
bid in the new China’s first auction of land use rights held in the Shenzhen Special Economic Zone.
After more than 40 years of development, the Company has grown into a business group with real estate
development and operation as its main business, integrating engineering and construction, project supervision,
asset management and other diversified operations.It has paid great efforts to the establishment of a modern
enterprise HR management system and works hard in building a professional and high-quality development team.
It also keeps improving the management mechanism and processes for project development. As a result, its
planning, construction, cost control, sales ability and brand image have been effectively improved. More
importantly, its main business operation ability and core competitiveness have been greatly enhanced.
In the Reporting Period, the Company was awarded such honorary titles as the "2023 Brand Value Enterprise of
Shenzhen Real Estate Development Industry", "2023 Shenzhen CSR Benchmarking Enterprise in Real Estate
Development Industry", "2022 Shenzhen Willing Ox Award in Real Estate Industry", "Annual Contribution
Award for Listed Companies in the Greater Bay Area", and "Top 20 Board Governance of listed companies in the
Greater Bay Area".
IV Core Business Analysis
1. Overview
In 2023, in the face of many difficulties and challenges such as the industry lingering at the bottom, the spill-over
of real estate enterprises that had just got off the risky list, entry of enterprise reform into a deep water zone, and
deadlock in exploring future development yet to be broken, the leadership team of the Company conscientiously
implemented the decisions and arrangements of the State-owned Assets Supervision and Administration
Commission of the People’s Government of Shenzhen Municipal (Municipal SASAC) and Shenzhen Investment
Holdings Co., Ltd. (SIHC), led the staff to carry forward fighting spirit, made all-out efforts to withstand the
impact of external risks, overcame multiple internal difficulties, and thus solidly promoted sustainable
development. Major work progress for the year is as follows:
First, anchoring the targets, the Company continued developing and consolidating the core business. For SPG
Guangmingli project, the promotional housing sources were sold out on the property-opening day, and the annual
sales targets were overfulfilled; for Donghu Mingyuan project, the properties were sold completely; for Shantou
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Tianyuewan and other projects, good sales performance was achieved against the backdrop of the continuous
downturn in the regional market; for SPG's self-owned properties, the overall investment operation was stable and
improved, with the annual targets completed, and with the creation of "Buildings for Shenzhen-Hong Kong
Medical and Healthcare Specialty Industry" of SPG Plaza constantly intensified.
Second, taking multiple measures simultaneously, the Company continued improving quality and efficiency.
Zhentong Engineering overfulfilled the annual targets for its operating revenue and total profit; Petrel Hotel
continued improving by expanding revenue and increasing profit; Shantou Company and Huazhan Construction
Supervision operated stably. During the Reporting Period, the confirmation of the land rights of "Xinfeng
Building" in Shantou, a task left over from history, continued being promoted, the deregistration of Xinfeng Real
Estate was completed, the disposal of "non-core and non-advantageous business, and inefficient and ineffective
assets" was orderly advanced, and good results were achieved in collecting historical arrears.
Third, attaching importance to synergy, the Company continued exploring future development. Through
synergies between internal and external resources, the Company promoted future development, and concentrated
on plan for new development "curves"; to integrate into the overall development strategy of SIHC, the Company
reviewed and revised the "14th Five-Year" strategic plan; by continuously following the relevant measures of the
China Securities Regulatory Commission (the CSRC) for adjusting and optimizing real estate enterprises' equity
financing, the Company coordinated SIHC's system resources, and strove to study and explore the future
development mode.
Fourth, acting proactively, the Company continued disposing of risks. Under the circumstances that enterprises
in the industry constantly encountered risks, in combination with its project conditions, the Company made
forward-looking studies and judgment and acted proactively, made every effort to prevent and dispose of
operational risks, and held the bottom line of without systematic risks and derivative material public opinion
events, thus sparing no effort in safeguarding the security of state-owned assets.
Fifth, consolidating its foundation, the Company continued boosting management and control. The Company
completed the change of office terms of the Board of Directors and the Board of Supervisors, and the Company's
ESG report rating was upgraded to BBB; we reestablished the bidding and purchasing system as well as the cost
control system, and newly revised (formulated) 41 management policies; we thoroughly inspected and remedied
hidden safety hazards, and by drawing inferences, remedied the problems identified in third-party tour inspections;
SPG optimised the human resources system, and by externally attracting and internally training talent, optimised
the structure of the staff team; the company also strengthened financial coordination and financing to effectively
safeguard the demand for funds.
Sixth, strengthening its roots and consolidating its soul, the Company continued Party building. The Company
promoted the action of "massive interview, discussion and revelation" and advanced achievement transformation.
The Company's subordinate enterprises where Party organisations "should be established as much as possible"
achieved the goal. The domestic legal person enterprises were fully covered with "putting Party building into
regulations", signed a Party-building responsibility statement, strictly reported, reviewed and appraised duties, and
continuously consolidated the "three foundations". The Company implemented the "two responsibilities",
improved and was well versed in the "massive supervision" system, and thus intensified the development of clean
15
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
culture.
2. Revenue and Cost Analysis
(1) Breakdown of Operating Revenue
Unit: RMB
2023 2022
As % of total As % of total Change (%)
Operating revenue operating revenue Operating revenue operating revenue
(%) (%)
Total 530,887,720.68 100% 634,384,561.42 100% -16.31%
By operating division
Property sales 118,580,624.34 22.34% 309,331,841.57 48.76% -61.67%
Engineering and
324,243,778.50 61.08% 236,949,097.45 37.35% 36.84%
construction
Property
3,491,329.17 0.66% 33,801,320.23 5.33% -89.67%
management
Rental service 84,571,988.67 15.93% 54,302,302.17 8.56% 55.74%
By product category
Residential units 108,943,731.16 20.52% 277,643,154.35 43.77% -60.76%
Shops and parking
9,636,893.18 1.82% 31,688,687.22 5.00% -69.59%
lots
Other 412,307,096.34 77.66% 325,052,719.85 51.24% 26.84%
By operating segment
Guangdong
530,197,455.57 99.87% 633,906,909.80 99.92% -16.36%
Province
Overseas 690,265.11 0.13% 477,651.62 0.08% 44.51%
By marketing model
Principal
524,099,615.63 98.72% 628,832,520.51 99.12% -16.66%
operations
Other 6,788,105.05 1.28% 5,552,040.91 0.88% 22.26%
(2) Operating Division, Product Category or Operating Segment Contributing over 10% of Operating
Revenue or Operating Profit
Applicable □ Not applicable
Unit: RMB
YoY
change in
YoY change in YoY change
Gross profit gross
Operating revenue Cost of sales operating in cost of
margin profit
revenue (%) sales (%)
margin
(%)
By operating division
Property sales 118,580,624.34 80,235,849.12 32.34% -61.67% -43.19% -50.94%
Engineering
and 324,243,778.50 317,088,117.19 2.21% 36.84% 36.82% 0.05%
construction
Rental service 84,571,988.67 44,847,244.30 46.97% 55.74% 7.97% 357.88%
By product category
Residential
108,943,731.16 74,609,765.94 31.52% -60.76% -41.00% -42.13%
units
By operating segment
16
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Guangdong
530,197,455.57 455,342,654.97 14.12% -17.23% 1.22% -52.58%
Province
Core business data of the prior year restated according to the changed statistical caliber for the Reporting Period:
□ Applicable Not applicable
(3) Whether Revenue from Physical Sales Is Higher than Service Revenue
Yes □ No
Operating division Item Unit 2023 2022 Change (%)
Sales volume RMB’0,000 10,910 16,522 -33.97%
Property sales Output RMB’0,000 15,892 37,603 -57.74%
Inventory RMB’0,000 430,663 425,681 1.17%
Any over 30% YoY movements in the data above and why:
Applicable □ Not applicable
Affected by the real estate market, the Company saw less-than-expected property sales carryforwards and existing
property sales in 2023, resulting in a decrease in property investment and development.
(4) Execution Progress of Major Signed Sales or Purchase Contracts in the Reporting Period
□ Applicable Not applicable
(5) Breakdown of Cost of Sales
By operating division
Unit: RMB
2023 2022
Operating As % of total As % of total
Item Change (%)
division Cost of sales cost of sales Cost of sales cost of sales
(%) (%)
Property sales 80,235,849.12 18.04% 141,232,452.52 32.31% -43.19%
Engineering
and 317,088,117.19 71.29% 231,754,203.03 53.03% 36.82%
construction
Property
2,626,431.49 0.59% 19,780,268.70 4.53% -86.72%
management
Rental service 44,847,244.30 10.08% 44,285,076.76 10.13% 1.27%
Total 444,797,642.10 100.00% 437,052,001.01 100.00% 1.77%
Note:
Affected by markets and development cycles, property sales experienced a year-on-year drop of 43.19%; and
engineering and construction projects saw new breakthroughs in expansion, resulting in a year-on-year increase of
36.82% in sales.
(6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period
□YesNo
17
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
(7) Major Changes to the Business Scope or Product or Service Range in the Reporting Period
□ Applicable Not applicable
(8) Major Customers and Suppliers
Major customers:
Total sales to top five customers (RMB) 139,521,174.93
Total sales to top five customers as % of total sales of the
26.28%
Reporting Period (%)
Total sales to related parties among top five customers as % of
0.00%
total sales of the Reporting Period (%)
Information about top five customers:
Sales revenue contributed for As % of total sales revenue
No. Customer
the Reporting Period (RMB) (%)
1 Legal person A 55,098,804.24 10.38%
2 Legal person B 26,869,725.62 5.06%
3 Legal person C 19,944,916.00 3.76%
4 Legal person D 19,271,404.07 3.63%
5 Legal person E 18,336,325.00 3.45%
Total -- 139,521,174.93 26.28%
Other information about major customers:
□ Applicable Not applicable
Major suppliers:
Total purchases from top five suppliers (RMB) 135,980,783.49
Total purchases from top five suppliers as % of total purchases
94.52%
of the Reporting Period (%)
Total purchases from related parties among top five suppliers
0.00%
as % of total purchases of the Reporting Period (%)
Information about top five suppliers:
Purchase in the Reporting
No. Supplier As % of total purchases (%)
Period (RMB)
1 Legal person A 117,030,547.22 81.34%
2 Legal person B 10,654,310.21 7.41%
3 Legal person C 3,447,916.26 2.40%
4 Legal person D 3,088,209.80 2.15%
5 Legal person E 1,759,800.00 1.22%
Total -- 135,980,783.49 94.52%
Other information about major suppliers:
□ Applicable Not applicable
3. Expense
Unit: RMB
2023 2022 Change (%) Reason for any significant change
Selling Selling expenses on the Guangmingli project was
21,803,202.14 19,217,595.11 13.45%
expense newly added in the current year
Administrat 55,965,931.72 55,758,749.08 0.37%
18
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
ive expense
Decreased average bank balances and deposit
Finance
-5,231,991.59 -6,507,147.03 -19.60% interest income, as well as new bank loan interest
costs
in the current period
4. R&D Investments
□ Applicable Not applicable
5. Cash Flows
Unit: RMB
Item 2023 2022 Change (%)
Subtotal of cash generated from
1,950,984,549.76 668,449,932.34 191.87%
operating activities
Subtotal of cash used in
905,947,301.57 1,344,225,931.10 -32.60%
operating activities
Net cash generated from/used in
1,045,037,248.19 -675,775,998.76 254.64%
operating activities
Subtotal of cash generated from
139,173,390.10 282,766,666.00 -50.78%
investing activities
Subtotal of cash used in investing
601,475,412.00 713,537.29 84,194.88%
activities
Net cash generated from/used in
-462,302,021.90 282,053,128.71 -263.91%
investing activities
Subtotal of cash generated from
169,486,610.82 111,428,077.62 52.10%
financing activities
Subtotal of cash used in
83,583,781.56 140,126,109.45 -40.35%
financing activities
Net cash generated from/used in
85,902,829.26 -28,698,031.83 -399.33%
financing activities
Net increase in cash and cash
668,781,343.87 -421,928,565.67 -258.51%
equivalents
Explanation of why any of the data above varies significantly:
Applicable □ Not applicable
Cash generated from operating activities increased year on year primarily driven by the cash inflow from the SPG-Guangmingli
project in the current period.
Cash used in operating activities decreased year on year primarily driven by the decreased development and construction of real
estate projects.
Net cash generated from investing activities decreased year on year primarily driven by the increased purchase of currency fund in
the current period.
Cash generated from financing activities increased year on year primarily driven by the new bank loan in the current period.
Cash used infinancing activities decreased year on year primarily driven by the decreased dividend payout in the current period.
Reason for any big difference between the net operating cash flow and the net profit for this Reporting Period
Applicable □ Not applicable
There is a big difference between the net operating cash flow and the net profit for the year, primarily due to the long time span
between property development, sales and revenue recognition.
V Analysis of Non-Core Businesses
□ Applicable Not applicable
19
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
VI Analysis of Assets and Liabilities
1. Significant Changes in Asset Composition
Unit: RMB
31 December 2023 1 January 2023 Change
As a % As a % in Reason for any significant
Amount of total Amount of total percenta change
assets assets ge (%)
Return of funds from sales
Monetary assets 871,019,268.83 13.43% 197,663,949.74 3.47% 9.96% of the SPG Guangmingli
project
Accounts
75,100,970.83 1.16% 63,580,422.16 1.12% 0.04%
receivable
Contract assets 27,352,596.92 0.42% 0.00 0.42%
Impairment on the SPG
Inventories 3,915,215,921.96 60.37% 4,257,109,614.31 74.82% -14.45%
Linxinyuan project
Investment
541,542,136.17 8.35% 566,873,915.07 9.96% -1.61%
property
Long-term equity
0.00 0.00% 93,927.64 0.00% 0.00%
investments
Fixed assets 19,928,049.77 0.31% 21,425,475.05 0.38% -0.07%
Right-of-use
99,641.48 0.00% 232,496.72 0.00% 0.00%
assets
Short-term
3,550,000.00 0.05% 51,138,077.62 0.90% -0.85%
borrowings
Sales proceeds received in
Contract
1,291,448,591.28 19.91% 43,533,467.29 0.77% 19.14% advance from the SPG
liabilities
Guangmingli project
Long-term
179,431,851.02 2.77% 54,261,000.00 0.95% 1.82% New bank loans
borrowings
Lease liabilities 53,885.23 0.00% 0.00%
Held-for-trading Purchase of monetary
879,340,201.92 13.56% 408,154,361.42 7.17% 6.39%
financial assets funds
Accounts payable 443,259,768.78 6.83% 434,601,559.67 7.64% -0.81%
Payment of land VAT of
Taxes payable 40,908,986.48 0.63% 190,951,185.99 3.36% -2.73% Donghu Mingyuan in the
current period
Other payables 554,469,229.59 8.55% 574,331,340.84 10.09% -1.54%
Indicate whether overseas assets account for a high proportion of total assets.
□ Applicable Not applicable
2. Assets and Liabilities at Fair Value
Applicable □ Not applicable
Unit: RMB
Im
pa
Ot
ir
Gain/loss on Cumulative he
m
fair-value fair-value r
en Purchased in the Sold in the
Item Beginning amount changes in the changes ch Ending amount
t Reporting Period Reporting Period
Reporting charged to an
all
Period equity ge
o
s
wa
nc
20
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
e
for
th
e
Re
po
rti
ng
Pe
rio
d
Financial assets
1. Held-
for-
trading
financial
assets
(excludi 408,154,361.42 7,824,348.71 600,000,000.00 136,638,508.21 879,340,201.92
ng
derivati
ve
financial
assets)
4.
Investm
ents in
other 13,839,235.57 485,175.78 14,324,411.35
equity
instrume
nts
Total of
the 421,993,596.99 7,824,348.71 485,175.78 600,000,000.00 136,638,508.21 893,664,613.27
above
Financia
l
0.00 0.00
liabilitie
s
Other change
Significant changes to the measurement attributes of the major assets in the Reporting Period:
□ Yes No
3. Restricted Asset Rights as at the Period-End
Item Ending carrying value Reasons for restriction
Project of public facilities inside and surrounding the urban renewal project of
Monetary assets 5,817,217.78 Longgang District, Shenzhen-construction funds-land reclamation costs of SPG
Guangmingli project
Monetary assets 5,943,085.18 Frozen in a lawsuit case
Monetary assets 50,000.00 Construction deposit
Monetary assets 62,552.52 Stop payments, suspend accounts
Accounts receivable 27,890,361.58 Pledged for short-term borrowings
Investment property 44,297,197.87 Mortgaged for borrowings
Total 84,060,414.93
21
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
VII Investments Made
1. Total Investment Amount
Applicable □ Not applicable
Total investment amount in the Total investment amount in last year
Change (%)
Reporting Period (RMB) (RMB)
190,310,000.00 299,540,000.00 -36.47%
2. Significant Equity Investments Made in the Reporting Period
□Applicable Not applicable
3. Major Non-Equity Investments Ongoing in the Reporting Period
□Applicable Not applicable
4. Financial Investments
(1) Securities Investments
□Applicable Not applicable
No such cases in the Reporting Period.
(2) Investments in Derivative Financial Instruments
□Applicable Not applicable
No such cases in the Reporting Period.
5. Use of Funds Raised
□Applicable Not applicable
No such cases in the Reporting Period.
VIII Sale of Major Assets and Equity Interests
1. Sale of Major Assets
□Applicable Not applicable
No such cases in the Reporting Period.
2. Sale of Major Equity Interests
□Applicable Not applicable
IX Principal Subsidiaries and Joint Stock Companies
Applicable □ Not applicable
22
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Principal subsidiaries and joint stock companies with an over 10% effect on the Company’s net profit:
Unit: RMB
Relati
onship Main
Comp busine
with Registered Operating Operating
any ss Total assets Net assets Net profit
the capital revenue profit
name scope
Comp
any
Guan
gdong
Jianb
ang
Devel
Grou -
opmen
p Subsid 1,532,537,012 -
t of 2,800,000.00 25,433,005. 0.00 -9,736,449.82
(Huiy iary .55 11,810,122.07
real 65
ang)
estate
Indust
rial
Co.,
Ltd.
Shenz
hen
SPG
Chua
Devel
nqi
opmen
Real Subsid 2,560,819,336 990,746,279
t of 30,000,000.00 0.00 -4,609,281.60 -3,435,619.67
Estate iary .10 .57
real
Devel
estate
opme
nt
Co.,
Ltd.
Shenz
hen
SPG
Devel
Long
opmen
gang Subsid 55,463,556.
t of 30,000,000.00 94,912,989.41 10,746,255.27 3,549,049.77 -2,138,802.00
Devel iary 61
real
opme
estate
nt
Co.,
Ltd.
Shant
ou
SEZ,
Wella
m Devel
FTY, opmen
Subsid 35,280,380. - -
Buildi t of 91,226,120.44 85,426,747.46 1,243,939.83
iary 10 55,021,858.71 55,024,437.34
ng real
Devel estate
opme
nt,
Co.,
Ltd.
Shant
ou
Huafe
Devel
ng
opmen
Real Subsid 780,373,794.4 12,827,733.
t of 80,000,000.00 94,905,140.68 5,194,367.78 -4,797,165.52
Estate iary 8 61
real
Devel
estate
opme
nt
Co.,
23
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Ltd.
Great
Devel
Wall -
opmen
Estate Subsid
t of 2,051,146.00 19,964,537.33 91,827,313. 690,265.11 -351,082.24 -351,082.24
Co., iary
real 73
Inc.
estate
(U.S.)
Shenz
hen
Install
Zhent
ation
ong Subsid 139,385,580.3 21,570,554. 328,544,298.0
and 10,000,000.00 872,314.59 1,402,095.23
Engin iary 8 27 0
mainte
eering
nance
Co.,
Ltd.
Shenz
hen
Hotel
Petrel Subsid 38,928,638.
servic 30,000,000.00 48,536,863.21 17,925,482.71 2,218,886.38 2,004,316.15
Hotel iary 00
e
Co.,
Ltd.
Shenz
hen
Huaz
han
Constr
Const
Subsid uction 10,471,446.
ructio 8,000,000.00 11,275,162.28 3,986,383.98 200,736.55 143,261.58
iary superv 74
n
ision
Super
vision
Co.,
Ltd.
Xin
Invest
Feng -
ment
Enter Subsid 337,330,256.3
and 502,335.00 230,256,448 0.00 -3,885,483.26 -3,885,483.26
prise iary 3
manag .73
Co.,
ement
Ltd.
Subsidiaries obtained or disposed in the Reporting Period:
□Applicable Not applicable
Information about major majority- and minority-owned subsidiaries:
1. In May 2021, through the payment of consideration of RMB450 million, the Group acquired 51% equity interest in Guangdong
Jianbang Group (Huiyang) Industrial Co., Ltd. The project company will develop the Linxingyuan Project with a gross site area of
200,000 square meters and a total capacity building area of 0.4 million square meters, which will be developed in four phases. The
Group has control over the project company, which will be included in the scope of consolidation in May 2021.As of 31 December
2023, eight residential buildings of Phase I have been capped, the basement of Phase II has been completed, the development of
Phase III and Phase IV are to be initiated, and construction permit has not been granted for the school. There were no sales in 2023.
2. In October 2021, the Company won the bid for a land plot in Guangming District and established the project company Shenzhen
SPG Chuanqi Real Estate Development Co., Ltd. to be responsible for the development and construction of the land.In 2023, actual
investment totaled RMB158.83 million.
On 22 September 2023, the Company obtained the pre-sale license for its SPG Guangmingli project and opened the sale of the
properties on 28 September. In 2023, areas sold totaled 31,143.98 square meters, amount from sales increased by RMB1,389.02
million, and funds of RMB1,359.85 million were withdrawn.
3. The subordinate subsidiaries engaged in real estate development also include: Shenzhen SPG Longgang Development Co., Ltd.,
Shantou SEZ, Wellam FTY, Building Development, Co., Ltd., Shantou Huafeng Real Estate Development Co., Ltd.
The Cuilinyuan project developed by Shenzhen SPG Longgang Development Co., Ltd. recorded the carryover revenue of RMB8.17
24
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
million (cumulative sales carry-over of 96%) in 2023.
Jinyedao and YuejingDongfang developed by Shantou SEZ, Wellam FTY, Building Development, Co., Ltd. left a few amount of
remaining buildings for sale. And Shantou Huafeng Real Estate Development Co., Ltd. was responsible for the development of
Tianyuewan project (divided into Phase I and Phase II). Tianyuewan Phase I was open for sale in October 2016 and completed in
December 2019. The Phase II started construction in November 2018 and was completed at the end of June 2021. The overall sales
progress is relatively slow with an accumulated sales rate of about 74% for Phase I and 26% for Phase II.
4. Shenzhen Zhentong Engineering Co., Ltd. was engaged in the business of building installation and maintenance with the 2023
operating revenues of RMB329 million and of 62% to the operating revenues of the Company.
5. The 2023 net profit of Xin Feng Enterprise Co., Ltd. was of RMB-3.89 million which mainly due to the changes of exchange rate
and it conducts no business.
6. The 2024 net profit of Shenzhen Petrel Hotel Co., Ltd. was of RMB2 million, representing a return to profitability, which was
mainly due to the fact that the market and business environment improved during the Reporting Period.
X Structured Bodies Controlled by the Company
□Applicable Not applicable
XI Prospects
(I) Industry pattern and trends
Currently, the real estate industry will change from a high growth rate industry to a value-driven industry, and the
market pattern is facing adjustments. The policy side is expected to continue playing its part, credit easing will be
maintained, and market trend depends on the degree of recovery of home buyers' confidence; the "Three Major
Projects", as a long-term mechanism and an important entry point to stabilize the market, will play a key role in
future market expectations.
(II) Possible risks and countermeasures
1. Macroeconomic risks and countermeasures
In 2024, the world economy has insufficient growth momentum, the complexity, severity and uncertainty of the
external environment rise, and the foundation for a sustained economic recovery and improvement is not yet
steady. The basic trend of long-term upturn in China's economy has not changed, and opportunities will coexist
with risks and challenges in future development, with more advantages than disadvantages. The Company will
continue paying close attention to the international and domestic macroeconomic situations and proactively adjust
its operation strategies.
2. Industry development risks and countermeasures
At this stage, in the real estate industry, although the financing environment has improved, and the regulatory
policies are expected to ease, during an upcoming period, potential industry risks still exist, resources will
continue flowing to leading quality enterprises, the industry competition pattern will present a new situation. The
Company will continue deepening the research on industry policies, following national strategy, optimizing the
development method, and innovating its operating model.
3. Business operating risks and countermeasures
The continuous downturn in the property market has led to increased difficulties in the sale of the Company's
inventory projects, meanwhile, the Company's existing reserves of development land resources are insufficient,
and the expansion of new business has not yet yielded substantial results, thus putting pressure on the enterprise
for its operation and development. The Company will pay close attention to changes in the market and industry
policies, focus on project construction and property sales, formulate targeted land expansion plans, consolidate the
foundation of the core business, and proactively explore new paths in line with the actual development of the
25
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Company.
(III) Development strategy and operating plan
In 2024, the Company's overall work requirements are to: Enhance cohesion and forge the soul by adhering to
the Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era; comprehensively act in the spirit
of the Party's 20th National Congress; thoroughly implement the guiding principles of the Central Economic Work
Conference; scientifically grasp the main keynote of "seeking progress while maintaining stability, reinforcing
stability with progress, and establishing the new before abolishing the old"; resolutely implement the work
arrangement of the controlling shareholders; base the Company on its own resource endowment and coordinate
internal and external advantageous resources; focus on "developing and consolidating the core business,
improving capabilities, preventing risks, and expanding new business"; and continuously improve value-creating
ability.
1. With focus on consolidating the core business, the Company will make new strides in creating value. First,
the Company will establish and improve the standardisation manual of real estate development, with the focus on
optimizing core business operations; second, the Company will strengthen project quality control, with the focus
on ensuring the progress of projects; third, the Company will spare no effort to intensify project sales, with the
focus on promoting the sale of inventory; fourth, the Company will expand the influence of the brand, namely
"Buildings for Shenzhen-Hong Kong Medical and Healthcare Specialty Industry" of SPG Plaza, with the focus on
building a platform for gathering massive health industry and on boosting leasing operation.
2. With focus on improving capabilities, the Company will make greater strides in driving reform. First, the
Company will optimise and improve the system of remuneration management and assessment and incentive, and
build efficient teams, with the focus on enhancing "organisational capabilities"; second, the Company will
optimise and improve the operation control system, and enhance the capabilities of efficient operation of the
whole project, whole cycle and whole profession, with the focus on enhancing the "operational capabilities"; third,
the Company will promote the informationisation development, and boost the effectiveness of internal
management and synergy operation, with the focus on enhancing "digital intelligence capabilities".
3. With focus on preventing risks, the Company will make steadier strides in proactive action. First, the
Company will pay close attention to changes in situation, timely adjust the strategies for disposing of and
responding to project risks, and accelerate risk disposal, with the focus on disposing of project risks; second, the
Company will improve and perfect the safety management system, and strengthen safety and quality management,
with the focus on preventing safety risks; third, the Company will promote the development of the compliance
management system, perform better in fund plan and cash flow management, and guard the bottom line of without
systematic risks, with the focus on controlling operational risks.
4. With focus on expanding new business, the Company will take faster strides in exploring future development.
First, the Company will make in-depth analysis, study and judgment, and by centring on strategic reviews and
revisions, develop the strong points and avoid the weak points to pinpoint the main battlefield for future
development; second, the Company will give play to synergistic effect, and by centring on the arrangements for
reform in Shenzhen's state-owned assets and enterprises, and the strategy of SIHC, explore the future development
path and tap into high-quality investment opportunities; third, the Company will pay close attention to market
trends and set up a professional team of investment research to strive for the implementation of projects as soon as
possible.
5. With focus on strong leadership, the Company will make more practical strides in party building integration.
First, the Company will enhance political leadership, and identify the direction of high-quality development;
second, the Company will enhance ideological leadership, consolidate and deepen the achievements of thematic
education, and build the foundation of high-quality development; third, the Company will enhance the overall
effectiveness of the development of the organisational system, strengthen the development of Party member team,
26
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
and forge the fortress of high-quality development. Fourth, the Company will explore new paths of integration of
party building and business, and usher in motivating the vitality of high-quality development.
XII Communications with the Investment Community such as Researches, Inquiries and
Interviews during the Reporting Period
Applicable □ Not applicable
Index
to
Place Way Type main
Date of visit of of of Visitor Contents and materials provided inquir
visit visit visitor y
inform
ation
The By
Indivi Individual Inquired of business situations and strategic planning
5 January 2023 Comp teleph N/A
dual investor of the Company, and didn’t offer written materials
any one
The By
Indivi Individual Inquired of project sales of the Company, and didn’t
11 January 2023 Comp teleph N/A
dual investor offer written materials
any one
The By
Indivi Individual Inquired of business situation, and didn’t offer written
12 January 2023 Comp teleph N/A
dual investor materials
any one
The By
Indivi Individual Inquired of the future development plan of the
8 February 2023 Comp teleph N/A
dual investor Company, and didn’t offer written materials
any one
The By
Indivi Individual Inquired of the future development plan of the
21 February 2023 Comp teleph N/A
dual investor Company, and didn’t offer written materials
any one
The By
Indivi Individual Inquired of business situations and strategic planning
24 February 2023 Comp teleph N/A
dual investor of the Company, and didn’t offer written materials
any one
Writte
The
n Indivi Individual
13 March 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
21 March 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
The By
Indivi Individual Inquired of business situation, and didn’t offer written
29 March 2023 Comp teleph N/A
dual investor materials
any one
The By
Indivi Individual Inquired of business situations and strategic planning
11 April 2023 Comp teleph N/A
dual investor of the Company, and didn’t offer written materials
any one
The By
Indivi Individual Inquired of project sales of the Company, and didn’t
19 April 2023 Comp teleph N/A
dual investor offer written materials
any one
Writte
The
n Indivi Individual
21 April 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
The By
Indivi Individual Inquired of the land reserves and projects progress of
26 April 2023 Comp teleph N/A
dual investor the Company, and didn’t offer written materials
any one
27
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
The By
Indivi Individual Inquired of business situations and strategic planning
28 April 2023 Comp teleph N/A
dual investor of the Company, and didn’t offer written materials
any one
Writte
The
n Indivi Individual
11 May 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
22 May 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
22 May 2023 Comp Enquire about the number of A-shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
1 June 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
1 June 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
1 June 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
12 June 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
12 June 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
25 June 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
26 June 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
3 July 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
11 July 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
21 July 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
The By Indivi Individual Inquired of business situations and strategic planning
31 July 2023 N/A
Comp teleph dual investor of the Company, and didn’t offer written materials
28
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
any one
Writte
The
n Indivi Individual
1 August 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
2 August 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
The By
Indivi Individual Inquired of business situation, and didn’t offer written
7 August 2023 Comp teleph N/A
dual investor materials
any one
Writte
The
n Indivi Individual
11 August 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
21 August 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
The By
Indivi Individual Inquired of horizontal competition of the Company,
28 August 2023 Comp teleph N/A
dual investor and didn’t offer written materials
any one
Writte
The
n Indivi Individual
1 September 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
11 September 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
21 September 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
10 October 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
11 October 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual Inquired of project sales of the Company, and didn’t
23 October 2023 Comp N/A
inquir dual investor offer written materials
any
y
Writte
The
n Indivi Individual
24 October 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
3 November 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
The Writte Indivi Individual
13 November 2023 Enquire about the number of shareholders N/A
Comp n dual investor
29
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
any inquir
y
Writte
The
n Indivi Individual
21 November 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
The By
Indivi Individual Inquired of the future development plan of the
23 November 2023 Comp teleph N/A
dual investor Company, and didn’t offer written materials
any one
Writte
The
n Indivi Individual
29 November 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
30 November 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
Writte
The
n Indivi Individual
1 December 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
The By Inquired of business situation and the future
Indivi Individual
7 December 2023 Comp teleph development plan of the Company, and didn’t offer N/A
dual investor
any one written materials
The By
Indivi Individual Inquired of construction in progress and litigation,
8 December 2023 Comp teleph N/A
dual investor and didn’t offer written materials
any one
Writte
The
n Indivi Individual
11 December 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
The By
Indivi Individual Inquired of construction in progress and litigation,
12 December 2023 Comp teleph N/A
dual investor and didn’t offer written materials
any one
The By
Indivi Individual Inquired of litigation, and didn’t offer written
15 December 2023 Comp teleph N/A
dual investor materials
any one
The By
Indivi Individual Inquired of horizontal competition of the Company,
19 December 2023 Comp teleph N/A
dual investor and didn’t offer written materials
any one
Writte
The
n Indivi Individual
21 December 2023 Comp Enquire about the number of shareholders N/A
inquir dual investor
any
y
The By
Indivi Individual Inquired of the annual audit accountant of the
25 December 2023 Comp teleph N/A
dual investor Company, and didn’t offer written materials
any one
The By
Indivi Individual Inquired of changes in directors and supervisors of
27 December 2023 Comp teleph N/A
dual investor the Company, and didn’t offer written materials
any one
XIII Implementation of the Action Plan for “Dual Enhancement of Quality and Profitability”
Has the Company disclosed its Action Plan for ―Dual Enhancement of Quality and Profitability‖
□Yes No
30
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Part IV Corporate Governance
I Basic Situation of Corporate Governance
In accordance with the requirements of the Company Law, the Securities Law, the Code on the Governance of
Listed Companies and other laws and regulations, the Company has been improving its governance structure
continuously, adhering to standardized operation, and an operational mechanism featuring decision-making by the
board of directors, execution by the management team, and supervision by the board of supervisors has been
formed.
During the reporting period, the Company's governance institutions at all levels have carried out their
responsibilities and authorities clearly and definitely and have performed their own functions. At the same time,
they have checked and balanced each other in decision-making, implementation and supervision effectively, and
have operated in a coordinated manner.
(1) Operation of the general meeting of shareholders
The preparation, holding of the annual and extraordinary general meetings of shareholders of the Company as
well as disclosure of the resolutions made at the meetings have been carried out in strict accordance with the
Company Law, the Rules of the General Meeting of Shareholders of Listed Companies of China Securities
Regulatory Commission (CSRC), the Articles of Association and the Rules of Procedure of the General Meeting
of Shareholders of the Company. The notification time of the meeting, the procedure of authorization, the
procedure of convening, the convener, the qualification of the personnel attending the meeting and the voting
procedure of the meeting have all been in line with relevant provisions. An on-site interaction for shareholders has
been set at the shareholders' meeting to ensure that the shareholders, especially the small and medium-sized
shareholders, can exercise their legitimate rights.
(2) Operation of the board of directors
The preparation and holding of the board meeting of the Company and the disclosure of the resolution made at the
meeting have been carried out in strict accordance with the Company Law, the Self-regulation Guidelines for
Listed Companies of Shenzhen Stock Exchange No. 1-Standardized Operation of Listed Companies on the Main
Board, the Articles of Association and the Rules of Procedure of the Board Meeting of the Company. The number
and manning of the board of directors have met the requirements of laws and regulations. The directors have
worked diligently and responsibly, and the board of directors has worked hard in making decisions and setting the
direction for the Company, and has exercised its power in accordance with the requirements for corporate
governance.
(3) Operation of the supervisory committee
The number and manning of the board of supervisors have met the requirements of laws and regulations. All
members of the board of supervisors of the Company have performed their duties diligently and conscientiously.
They have supervised and inspected the important matters of the Company in strict accordance with the Company
Law, the Self-regulation Guidelines for Listed Companies of Shenzhen Stock Exchange No. 1-Standardized
Operation of Listed Companies on the Main Board, the Articles of Association and the Rules of Procedure of the
Board of Supervisors of the Company, exercised the power of supervision effectively, gave a full play to the
supervisory function, have played a substantial role in the operation and management of the Company, and have
protected the legitimate rights and interests of the Company and the shareholders.
(4) Operation at manager level
The manager level of the Company has performed its duties in strict accordance with the Company Law, the Self-
31
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
regulation Guidelines for Listed Companies of Shenzhen Stock Exchange No. 1-Standardized Operation of Listed
Companies on the Main Board, the Articles of Association and the Detailed Working Rules for the General
Manager of the Company. The manager level is responsible for the production, operation and management of the
Company all-roundly. They have performed their duties diligently and conscientiously, and have carried out the
decisions of the board of directors effectively. The members at the manager level have had a clear division of
labor among them, they have worked diligently and conscientiously, and there has not existed any situation of
"control under insiders ".
Indicate by tick market whether there is any material incompliance with laws, administrative regulations and
regulations governing the governance of listed companies issued by the CSRC.
□Yes No
No such cases in the Reporting Period.
II The Company’s Independence from Its Controlling Shareholder and Actual Controller in
Business, Personnel, Asset, Organization and Financial Affairs
(I) In respect of assets, the Company possessed independent and integrated assets and the property of the
Company is transparent.
(II) In respect of personnel, the Company was absolutely independent in management of labor, personnel and
salaries from the controlling shareholders. All the senior executives of the Company took no office title
concurrently and drew no remunerations from the Shareholder Company.
(III) In respect of finance, the Company has independent financial department, independently accounted and paid
taxes according to the law. The Company established a complete accounting system, financial accounting system
and financial administrative systems. The Company opened independent bank accounts.
(IV) In respect of organization, the Board of Directors and the Supervisory Board operated independently. There
existed no superior-inferior relationship between the controlling shareholder and its function department and the
Company.
(V) In respect of business, the Company possessed independent production, supply and sales system.
III Horizontal Competition
Applicable □ Not applicable
Relationship Comp Comp
Progress and follow-
Type with the any any Course Countermeasures
up plan
Company name nature
For the Company’s existing Refer to the
The Company and business that has horizontal Announcement on
ShenZhen Properties & competition with ShenZhen Receiving the
Resources Development Properties & Resources Avoiding Horizontal
(Group) Ltd. (hereinafter Development (Group) Ltd., Competition
Shenz
referred to as ―SZPRD‖) Shenzhen Investment Commitment Letter
hen
Horiz are majority-owned Holdings Co., Ltd. will, from the Controlling
Invest
ontal subsidiaries of Shenzhen within the scope permitted Shareholder (No.:
Controlling ment
comp Other Investment Holdings Co., by laws and regulations, 2021-032) disclosed
shareholder Holdi
etitio Ltd. The Company and timely launch one or several by the Company on
ngs
n SZPRD are operating real of the following solutions 11 September 2021
Co.,
estate development and that is practically feasible, and the
Ltd.
commercial property sales and complete the Announcement on
business, which belong to implementation of the Resolutions of the
the same industry. There relevant solution(s) before 9 1st Extraordinary
is horizontal competition. November 2024 to solve the General Meeting of
existing horizontal 2021 (No.: 2021-34)
32
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
competition problem: (1) disclosed by
Solve the horizontal ShenZhen Properties
competition between the & Resources
two through asset sales or Development
asset replacement; (2) Solve (Group) Ltd. on 27
the horizontal competition September 2021 for
between the two through details.
equity transfer; (3) Take
other measures that can
effectively solve the
problem of horizontal
competition.
IV Annual and Extraordinary General Meeting Convened during the Reporting Period
1. General Meetings Convened during the Reporting Period
Investor
Meeting Type participati Convened date Disclosure date Index to disclosed information
on ratio
The 1st Resolutions of the 1st Extraordinary
Extraordin General Meeting of 2023 disclosed on
Extraordinary
ary
General 62.31% 30 March 2023 31 March 2023 China Securities, Securities Times
General
Meeting of and www.cninfo.com.cn (No.: 2023-
Meeting
2023 014)
Resolutions of 2022 Annual General
The 2022 Annual
Meeting disclosed on China
Annual General General 62.37% 28 April 2023 29 April 2023
Meeting Meeting Securities, Securities Times and
www.cninfo.com.cn (No.: 2023-020)
The 2nd Resolutions of the 2nd Extraordinary
Extraordin General Meeting of 2023 disclosed on
Extraordinary
ary
General 62.99% 12 September 2023 13 September 2023 China Securities, Securities Times
General
Meeting of and www.cninfo.com.cn (No.: 2023-
Meeting
2023 033)
The 3rd Resolutions of the 3rd Extraordinary
Extraordin General Meeting of 2023 disclosed on
Extraordinary
ary
General 62.44% 30 November 2023 1 December 2023 China Securities, Securities Times
General
Meeting of and www.cninfo.com.cn (No.: 2023-
Meeting
2023 047)
2. Extraordinary General Meeting Convened at Request of Preference Shareholders with Resumed Voting
Rights
□Applicable Not applicable
V Directors, Supervisors and Senior Management
1. Basic Information
Increa Decre
Begin se in ase in Other Endin
ning the the increa g Reaso
Ge Incum
Office End of shareh Report Report se/dec shareh n for
Name nde Age bent/F Start of tenure
title tenure olding ing ing rease olding chang
r ormer
(share Period Period (share (share e
) (share (share ) )
) )
33
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Chairma
Tang Ma Incum 30 March
54 n of the 0 0 0 0 0
Xiaoping le bent 2023
Board
Tang Ma Incum 31 December
54 Director 0 0 0 0 0
Xiaoping le bent 2020
Tang Ma Incum 14 December
54 GM 0 0 0 0 0
Xiaoping le bent 2020
Qian Ma Incum 12 September
50 Director 0 0 0 0 0
Zhong le bent 2023
Wang Ma Incum 11 October
51 Director 0 0 0 0 0
Jianfei le bent 2021
Wang Ma Incum 22 September
51 CFO 0 0 0 0 0
Jianfei le bent 2021
Sun Ma Incum 31 December
43 Director 0 0 0 0 0
Minghui le bent 2020
Zhang Ma Incum 30 March
49 Director 0 0 0 0 0
Manhua le bent 2023
Li Ma Incum 30 November
51 Director 0 0 0 0 0
Wenkun le bent 2023
Indepen
Kang Ma Incum
60 dent 15 May 2018 0 0 0 0 0
Xiaoyue le bent
director
Indepen
He Ma Incum
62 dent 30 June 2020 0 0 0 0 0
Zuowen le bent
director
Indepen
Mi Ma Incum
49 dent 30 June 2020 0 0 0 0 0
Xuming le bent
director
Chairma
n of the
Wang Ma Supervis Incum
58 17 May 2022 0 0 0 0 0
Jiangtao le ory bent
Commit
tee
Fe
Supervis Incum
Li Yufei mal 46 17 April 2012 0 0 0 0 0
or bent
e
Wei Ma Supervis Incum 30 November
45 0 0 0 0 0
Junfeng le or bent 2023
Fe
Supervis Incum
Lin Jun mal 55 27 April 2016 0 0 0 0 0
or bent
e
Fe
Lu Supervis Incum 28 March
mal 47 0 200 0 0 200
Haiyan or bent 2023
e
Zhang Ma Vice Incum
58 15 July 2020 0 0 0 0 0
Hongwei le GM bent
Huang Ma Vice Incum
52 29 July 2022 0 0 0 0 0
Weijun le GM bent
Wu Ma Vice Incum
52 29 July 2022 0 0 0 0 0
Zhiyong le GM bent
Secretar
Ma Incum 31 December
Luo Yi 50 y of the 0 0 0 0 0
le bent 2020
Board
Deng 12
Ma Forme
Kangche 58 Director 17 April 2012 September 7,500 0 0 0 7,500
le r 2023
ng
Fe Forme 8 September 30 March
Wen Li 55 Director 0 0 0 0 0
mal r 2006 2023
34
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
e
30
Ma Supervis Forme
Ren Wei 44 15 May 2018 November 2,000 0 0 0 2,000
le or r 2023
Feng Ma Supervis Forme 28 March
53 2 March 2017 0 0 0 0 0
Hongwei le or r 2023
Total -- -- -- -- -- -- 9,500 200 0 0 9,700 --
Indicate by tick mark whether any directors or supervisors left or any senior management were disengaged during the Reporting
Period
Yes □ No
1. Due to the expiration of her term of office, Ms. Wen Li no longer holds the position of director of the Company
and does not hold any other position in the Company either; Mr. Feng Hongwei no longer holds the position of
supervisor, and still continues to hold other management positions in the Company. For details, please refer to the
Announcement No. 2023-017 on the Re-election of the Board of Directors and the Supervisory Committee
disclosed by the Company on 31 March 2023 on China Securities Journal, Securities Times, and Cninfo
(www.cninfo.com.cn).
2. Due to job change, Mr. Deng Kangcheng no longer holds the position of director of the Company and does not
hold any other position in the Company either. For details, please refer to the Announcement on Change of
Director (Announcement No. 2023-034) disclosed by the Company on 13 September 2023 on China Securities
Journal, Securities Times, and Cninfo (www.cninfo.com.cn).
3. Due to job change, Mr. Ren Wei no longer holds the position of supervisor of the Company and does not hold
any other position in the Company either. For details, please refer to the Announcement on Proposed Change of
Supervisor (Announcement No. 2023-045) disclosed by the Company on 14 November 2023 on China Securities
Journal, Securities Times, and Cninfo (www.cninfo.com.cn).
Change of Directors, Supervisors and Senior Management
Applicable □ Not applicable
Name Office title Type of change Date of change Reason for change
Tang Xiaoping Chairman of the Board Elected 30 March 2023
Zhang Manhua Director Elected 30 March 2023
Qian Zhong Director Elected 12 September 2023
Li Wenkun Director Elected 30 November 2023
Left for expiration of
Wen Li Director 30 March 2023
term of office
Deng Kangcheng Director Left 12 September 2023 Job change
Lu Haiyan Supervisor Elected 28 March 2023
Wei Junfeng Supervisor Elected 30 November 2023
Left for expiration of
Feng Hongwei Supervisor 28 March 2023
term of office
Ren Wei Supervisor Left 30 November 2023 Job change
2. Biographical Information
Professional backgrounds, major work experience and current duties in the Company of the incumbent directors, supervisors and
senior management:
Tang Xiaoping: he ever act as CFO and finance minister of Shenzhen HRD Assets Management Company,
minister of Financial Operations Management Department of Shenzhen Foreign Labor Service Co., Ltd. and
executive director of Shenzhen Foreign Affairs Service Center, Manager of Financing Plan Department, deputy
GM, secretary of the Board of the Company and deputy secretary of the CPC of the Company. He is currently the
Chairman of the Board, GM and secretary of the CPC of the Company.
35
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Qian Zhong: Previously, the Director of the Office of the Board of Directors (Strategy Research Office), a
member of the Discipline Inspection Commission, and the Head of the Operation Management Department of
ShenZhen Properties & Resources Development (Group) Ltd.; currently, a Director, a Deputy Secretary of the
Party Committee, and the Chairman of the Trade Union Federation of the Company.
Wang Jianfei: he was once the minister of the Financial Management Department of Shenzhen Construction
Development (Group) Company, vice GM of Hubei SIHC Investment Development Co., Ltd. And now he acts as
the director and CFO of the Company.
Sun Minghui: Former the senior director of the Office of the Board of Directors of Shenzhen Investment
Holdings Co., Ltd., and the deputy director of the Finance Department (Settlement Center); currently, he is the
director of the Finance Department (Settlement Center) of Shenzhen Investment Holdings Co., Ltd. and a director
of the Company.
Zhang Manhua: Previously, the Head of the Investment Department of Shenzhen Shenchao Technology
Investment Co., Ltd., a Deputy Head of the Strategic Development Department, and Deputy Head of the Capital
Operation Department of Shenzhen Investment Holdings Co., Ltd.; currently, the Director of the Legal and Risk
Management Department of Shenzhen Investment Holdings Co., Ltd. and a Director of the Company.
Li Wenkun: Previously, a Deputy General Manager of Shenzhen Toukong Property Management Co., Ltd., a
Director, a Deputy Secretary of the Party Committee, and the Secretary of the Discipline Inspection Commission
of Shenzhen Shentou Environmental Protection Technology Co., Ltd., and a Director, and a Deputy Secretary of
the Party Committee of Shenzhen Environmental Protection Technology Group Co., Ltd. (original name was
Shenzhen Shentou Environmental Protection Technology Co., Ltd.); currently, a Director of Shenzhen Water
Planning and Design Institute Co., Ltd., and a Director of the Company.
Kang Xiaoyue: he was once the staff member of Department of Justice of Jiangxi Province, a reporter, editor and
head of Special Issue Department of Shenzhen Legal Newspaper. Chief Lawyer, senior partner of Guangdong
New Century Law Firm (later renamed Guangdong Wancheng Law Firm). Now he serves as a senior partner of
Beijing Weiheng (Shenzhen) Law Firm and the independent director of the Company.
He Zuowen: formerly associate professor of accounting, deputy director of teaching and research section and
member of the Disciplinary Committee of Changsha University of Science & Technology, partner and deputy
director of Shenzhen Huapeng Certified Public Accountants, director and vice GM of Beijing Zhongtian
Huazheng Certified Public Accountants Co., Ltd. (Dahua Certified Public Accountants) as well as head of
Shenzhen Branch of it, partner of BDO Certified Public Accountants; advisory expert of Internal Control Standard
Committee of the Ministry of Finance (the 1st, 2nd and 4th), expert of Shenzhen Senior Accountant Review
Committee, director of Shenzhen Institute of Certified Public Accountants, director of the Investigation
Committee, member of the Shenzhen Municipal Social Organization Disciplinary Inspection Committee, member,
Vice Secretary of CPC &Secretary of the Disciplinary Committee of CPC Shenzhen CPA Industry Committee,
etc., Independent Director of Shenzhen Textile (Holdings) Co., Ltd., currently partner of Shenzhen Dahua
International Certified Public Accountants, Secretary of CPC General Branch of Shenzhen Branch of Dahua
Certified Public Accountants (Special General Partnership),, Chairman of Shenzhen Tianye Tax Agent Co., Ltd.,
and also served as the independent director of Shenzhen Tongyi Industry Co., Ltd. and the Company. The main
social positions are: external master tutor of Shenzhen University, member of Shenzhen CPA Industry Committee,
director of Shenzhen Certified Tax Agents Association and Member of the Capital Market Advisory Expert
Committee of the Xinjiang Regulatory Bureau of the China Securities Regulatory Commission, expert of the
experts database of State-owned Assets Supervision and Administration Commission of the People’s Government
of Shenzhen Municipality, Development and Reform Commission of Shenzhen Municipality, Science and
Technology Innovation Commission of Shenzhen Municipality, Shenzhen Bureau of Radio, Television, Culture,
Tourism and Sports, Shenzhen United Property and Equity Exchange, etc.
36
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Mi Xuming: Former lecturer and associate professor at Shenzhen University, post-doctor of post-doctoral mobile
station for applied economics of School of Economics of Xiamen University, visiting scholar at the University of
Exeter; currently professor and master tutor of Shenzhen University, and at the same time as the independent
directors of Shenzhen Farben Information Technology Co., Ltd., OFILM Group Co., Ltd. and the Company.
Wang Jiangtao: Former Deputy General Manager and Secretary of the Party Branch of Shenzhen Foreign
Economic and Trade Investment Company, Director, Secretary of the Disciplinary Committee, Secretary of CPC
and Chairman of the Supervisory Committee, of Shenzhen Architecture Design General Research Institute;
currently Chairman of the Supervisory Committee, Secretary of the Disciplinary Committee and member of CPC
of the Company.
Li Yufei: she ever worked as the Assistant to the Manager of the Investment Department and Assistant to the
Manager & Vice Manager of Assets Management Centre as well as the Senior Management Staff of Enterprise
Department I and Enterprise Department II (Journal Center) in Shenzhen Investment Holdings Co., Ltd. Now, she
serves as the deputy director of Discipline Inspection Office in Shenzhen Investment Holdings Co., Ltd. and the
supervisor of the Company.
Wei Junfeng: Previously, a Senior Managing Officer of the Strategic Research Department (Office of the Board
of Directors) of Shenzhen Investment Holdings Co., Ltd.; currently, a Deputy Head of the Strategic Research
Department (Office of the Board of Directors) of Shenzhen Investment Holdings Co., Ltd. and a Supervisor of the
Company.
Lin Jun: She once was the Vice Chief and Chief of the Party-Mass Work Department. And she has been acting as
a supervisor of the Company, the Vice Discipline Inspection Secretary and Director of Discipline Inspection and
Supervision Office (Office of the Board of Supervisors).
Lu Haiyan: Previously, a Deputy Head of the Financial Department and a Deputy Head of the Strategic
Development Department (Office of the Board of Directors) of Shenzhen Foreign Service Group Co., Ltd.;
currently, a supervisor and a deputy manager of the Audit Department (presiding over the work of the Audit
Department) of the Company.
Zhang Hongwei: once served as GM of Shenzhen Urban Construction Investment Development Co., Ltd., Hefei
Ruifa Urban Construction Investment Development Co., Ltd., manager of the Company's Development
Department, Sales Department, Project II Department, Project Management Department; currently deputy GM of
the Company, member of CPC, Chairman of Jianbang Group, and GM of Longgang Development Company.
Huang Weijun: Once served as a member of the Party Committee, Secretary of the Committee for Discipline
Inspection and Deputy GM of Shenzhen Guangming Group Co., Ltd., a member of the Party Committee,
Secretary of the Committee for Discipline Inspection and Deputy GM of Shenzhen OCT Vision Inc. (concurrently
as an executive director of Shenzhen OCT International Media Performing Co., Ltd.), and now serving as the
Deputy GM, member of the CPC of the Company.
Wu Zhiyong: Once served as the Chairman and GM of Shenzhen Petrel Hotel Co., Ltd. and Deputy Manager of
Property Management Department and Asset Operation Center of the Company, and now serving as the Deputy
GM, member of the CPC of the Company of the Company.
Luo Yi: He was once the Vice GM, Deputy Director of Board Secretariat and Securities Representative in the
Shantou branch of the Company. And he now serves as the Board Secretary and Director of the Board Secretariat
in the Company.
Offices held concurrently in shareholding entities:
Applicable □ Not applicable
Remuner
ation or
End of
Name Shareholding entity Office held in the shareholding entity Start of tenure allowanc
tenure
e from
the
37
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
sharehol
ding
entity
Sun
Shenzhen Investment Chief of Financial Department
Minghu 11 November 2020 Yes
Holdings Co., Ltd (Settlement Center)
i
Zhang Shenzhen Investment
Head of Legal and Risk Management 19 October 2018 Yes
Manhua Holdings Co., Ltd
Shenzhen Investment Deputy Director of Discipline Inspection
Li Yufei 9 July 2015 Yes
Holdings Co., Ltd Office
Deputy Director of Strategic Research
Wei Shenzhen Investment
Department (Office of the Board of 25 June 2018 Yes
Junfeng Holdings Co., Ltd
Directors)
Offices held concurrently in other entities:
Applicable □ Not applicable
Remuner
ation or
Office held in End of allowanc
Name Other entity Start of tenure
the entity tenure e from
the
entity
Sun Shenzhen Highway Passenger Transportation
Supervisor 16 June 2017 No
Minghui Service Centre Co., Ltd.
Sun
China Nanshan Development (Group) Co., Ltd. Supervisor 17 October 2017 No
Minghui
Sun
ULTRARICHINTERNATIONAL LIMITED Director 11 November 2020 No
Minghui
Sun
Hubei SIHC Investment Development Co., Ltd. Director 11 November 2020 No
Minghui
Sun
Shenzhen Textile (Holdings) Co., Ltd. Director 10 February 2021 No
Minghui
Sun
Hubei SIHC Investment Development Co., Ltd. Director 30 June 2021 No
Minghui
Sun
Shenzhen Textile (Holdings) Co., Ltd. Director 18 October 2021 No
Minghui
Sun
Guotai Junan Securities Co.,Ltd. Director 26 October 2023 No
Minghui
Sun
Guotai Junan Investment Management Co.,Ltd. Director 26 October 2023 No
Minghui
Zhang Shenzhen Properties & Resources Development
Supervisor 31 July 2014 No
Manhua (Group) Ltd.
Zhang Shenzhen Architecture Design General Research
Director 11 July 2017 No
Manhua Institute
Zhang
Shenzhen Asset Management Co., Ltd. Director 23 April 2020 No
Manhua
Zhang Shenzhen Bay Area Urban Construction and
Director 16 August 2021 No
Manhua Development Co., Ltd.
Zhang Shenzhen High-Tech Zone Investment
Director 25 November 2022 No
Manhua Development Group Co., Ltd.
Zhang
Shenzhen Corporate Compliance Association Vice-president 9 January 2023 No
Manhua
Shenzhen Water Planning and Design Institute
Li Wenkun Director 4 September 2023 No
Co., Ltd.
Li Yufei Shenzhen Dapengwan Huaqiao Tomb Director 19 November 2015 No
Li Yufei Shenzhen Shentou Cultural Investment Co., Ltd. Director 2 September 2022 No
Wei Shenzhen Environmental Protection Technology
Supervisor 17 October 2017 No
Junfeng Group Co., Ltd.
Wei Shenzhen Highway Passenger Transportation
Director 24 August 2023 No
Junfeng Service Centre Co., Ltd.
Punishments imposed in the recent three years by the securities regulator on the incumbent directors, supervisors and senior
38
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
management as well as those who left in the Reporting Period:
□Applicable Not applicable
3. Remuneration of Directors, Supervisors and Senior Management
Decision-making procedure, determination basis and actual payments of remuneration for directors, supervisors and senior
management:
The remuneration of the Company's directors, supervisors and senior managers shall be determined and implemented in accordance
with the regulations of the Company's remuneration management system.
After the review and approval at the 2022 Annual General Meeting of Shareholders held on 28 April 2023, the allowance for
independent directors has been adjusted to RMB10,000 (pre-tax) per person per month from RMB7000 (pre-tax) per person per
month since May 2023, and independent directors will not receive any remuneration other than it from the Company.
Remuneration of directors, supervisors and senior management for the Reporting Period
Unit: RMB’0,000
Total before-tax Any
Incumbent/For remuneration remuneration
Name Gender Age Office title
mer from the from related
Company party
Tang Chairman of the Board,
Male 54 Incumbent 98.7 No
Xiaoping GM
Qian Zhong Male 50 Director Incumbent 22.6 No
Wang Jianfei Male 51 Director and CFO Incumbent 107.7 No
Sun Minghui Male 43 Director Incumbent 0 Yes
Zhang
Male 49 Director Incumbent 0 Yes
Manhua
Li Wenkun Male 51 Director Incumbent 0 Yes
Kang
Male 60 Independent director Incumbent 10.8 No
Xiaoyue
He Zuowen Male 62 Independent director Incumbent 10.8 No
Mi Xuming Male 49 Independent director Incumbent 10.8 No
Wang Chairman of the
Male 58 Incumbent 111.42 No
Jiangtao Supervisory Committee
Li Yufei Female 46 Supervisor Incumbent 0 Yes
Wei Junfeng Male 45 Supervisor Incumbent 0 Yes
Lin Jun Female 55 Supervisor Incumbent 61.86 No
Lu Haiyan Female 47 Supervisor Incumbent 41.17 No
Zhang
Male 58 Vice GM Incumbent 87.05 No
Hongwei
Huang
Male 52 Vice GM Incumbent 70.07 No
Weijun
Wu Zhiyong Male 52 Vice GM Incumbent 81.5 No
Luo Yi Male 50 Secretary of the Board Incumbent 62.76 No
Deng
Male 58 Director Former 0 Yes
Kangcheng
Wen Li Female 55 Director Former 0 Yes
Ren Wei Male 44 Supervisor Former 0 Yes
Feng
Male 53 Supervisor Former 62.86 No
Hongwei
Total -- -- -- -- 840.09 --
Other notes
□Applicable Not applicable
39
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
VI Performance of Duty by Directors in the Reporting Period
1. Board Meeting Convened during the Reporting Period
Meeting Date of the meeting Disclosure date Index to disclosed information
Announcement on Resolutions of the 77th
Meeting of the 7th Board of Directors (No.:
The 77th Meeting of the 7th
19 January 2023 20 January 2023 2023-003) disclosed on China Securities
Board of Directors
Journal, Securities Times and
www.cninfo.com.cn.
Announcement on Resolutions of the 78th
Meeting of the 7th Board of Directors (No.:
The 78th Meeting of the 7th
17 March 2023 18 March 2023 2023-007) disclosed on China Securities
Board of Directors
Journal, Securities Times and
www.cninfo.com.cn.
Announcement on Resolutions of the 1st
Meeting of the 8th Board of Directors (No.:
The 1st Meeting of the 8th Board
30 March 2023 31 March 2023 2023-015) disclosed on China Securities
of Directors
Journal, Securities Times and
www.cninfo.com.cn.
Announcement on Resolutions of the 2nd
Meeting of the 8th Board of Directors (No.:
The 2nd Meeting of the 8th Board
28 April 2023 29 April 2023 2023-021) disclosed on China Securities
of Directors
Journal, Securities Times and
www.cninfo.com.cn.
Announcement on Resolutions of the 3rd
Meeting of the 8th Board of Directors (No.:
The 3rd Meeting of the 8th Board
28 July 2023 29 July 2023 2023-026) disclosed on China Securities
of Directors
Journal, Securities Times and
www.cninfo.com.cn.
Announcement on Resolutions of the 4th
Meeting of the 8th Board of Directors (No.:
The 4th Meeting of the 8th Board
25 August 2023 28 August 2023 2023-028) disclosed on China Securities
of Directors
Journal, Securities Times and
www.cninfo.com.cn.
Announcement on Resolutions of the 5th
Meeting of the 8th Board of Directors (No.:
The 5th Meeting of the 8th Board
18 October 2023 19 October 2023 2023-035) disclosed on China Securities
of Directors
Journal, Securities Times and
www.cninfo.com.cn.
Announcement on Resolutions of the 6th
Meeting of the 8th Board of Directors (No.:
The 6th Meeting of the 8th Board
27 October 2023 28 October 2023 2023-036) disclosed on China Securities
of Directors
Journal, Securities Times and
www.cninfo.com.cn.
Announcement on Resolutions of the 7th
Meeting of the 8th Board of Directors (No.:
The 7th Meeting of the 8th Board
29 December 2023 30 December 2023 2023-050) disclosed on China Securities
of Directors
Journal, Securities Times and
www.cninfo.com.cn.
2. Attendance of Directors at Board Meetings and General Meetings
Attendance of directors at board meetings and general meetings
Total number Board Board Board Board The director General
Director
of board meetings meetings meetings meetings the failed to meetings
40
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
meetings the attended on attended by attended director attend two attended
director was site way of through a failed to consecutive
eligible to telecommuni proxy attend board
attend cation meetings
(yes/no)
Tang
9 7 2 0 0 No 4
Xiaoping
Qian Zhong 3 1 2 0 0 No 1
Wang Jianfei 9 7 2 0 0 No 4
Sun Minghui 9 5 4 0 0 No 3
Zhang
7 4 3 0 0 No 3
Manhua
Li Wenkun 1 0 1 0 0 No 0
Kang
9 5 4 0 0 No 4
Xiaoyue
He Zuowen 9 6 3 0 0 No 4
Mi Xuming 9 6 3 0 0 No 3
Deng
6 6 0 0 0 No 3
Kangcheng
Wen Li 2 1 1 0 0 No 0
Why any independent director failed to attend two consecutive board meetings:
Not applicable
3. Objections Raised by Directors on Matters of the Company
Indicate by tick mark whether any directors raised any objections on any matter of the Company.
□Yes No
No such cases in the Reporting Period.
4. Other Information about the Performance of Duty by Directors
Indicate by tick mark whether any suggestions from directors were adopted by the Company.
Yes □ No
Suggestions from directors adopted or not adopted by the Company:
During the Reporting Period, all directors of the Company performed their duties diligently and conscientiously.
They thoroughly mastered the Company’s production and operation, internal control, and standardized operation,
and put forward relevant opinions on the Company’s major governance and operation decisions based on their
professional advantages. These opinions were fully communicated and discussed among the directors before
forming consensus, which effectively promoted scientific and objective decision-making by the Board of
Directors, and helpfully safeguarded the legitimate rights and interests of the Company and all shareholders.
VII Performance of Duty by Specialized Committees under the Board in the Reporting Period
N Othe D
u r et
m infor ail
be mati s
Com Me
r on ab
mitt mbe Convened date Content Important opinions and suggestions raised
of abou ou
ee rs
m t the t
ee perf iss
tin orm ue
gs ance s
41
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
co of wi
nv duty th
en ob
ed je
cti
on
s
(if
an
y)
It is believed that the Company has chosen and
applied appropriate accounting policies and made
reasonable accounting estimates in accordance
with the provisions of the new Accounting
Standards for Business Enterprises. The
Deliberation on the
Company has always been cautious about
14 January 2023 Company’s 2022
changes in accounting policies and accounting
financial statements
estimates. There is no use or abuse of changes in
accounting policies or accounting estimates to
adjust profits. The financial statements prepared
Aud by the Company are true and reliable with
He complete contents.
it
Zuo
Com It is believed that the Company’s 2022 financial
wen,
mitt Deliberation on the statements prepared by Grant Thornton China
Sun
ee preliminary audit (LLP) comply with all provisions of the
Min
of 4 opinions of Grant Accounting Standards for Business Enterprises,
ghui 10 March 2023
the Thornton China (LLP) and truly and completely represent the
, Mi
Boar on the Company’s 2022 Company’s financial position as of 31 December
Xu
d of financial statements 2022 and its operating results and cash flows for
min
Dire the year 2022 in all material respects.
g
ctors Deliberation on the
summary of the 2022
It is believed that Grant Thornton China (LLP)
audit service provided
17 March 2023 has completed the audit of the Company’s 2022
by Grant Thornton
financial statements well.
China (LLP) for the
Company
It is agreed to engage Pan-China Certified Public
Deliberation on the Accountant (LLP) as the auditor of the
proposed engagement Company's financial statements and internal
19 October 2023
of the audit firm for control for the year 2023, with the auditor's fee of
2023 RMB510,000 for the financial statements and
RMB210,000 for the internal control.
It is believed that the remuneration decision-
Rem Deliberation on the making procedures for the Company’s directors,
annual remuneration of supervisors and senior management are
uner
directors, supervisors compliant, the remuneration payment standards
atio 17 March 2023 and senior management for the Company’s directors, supervisors and
n Mi as disclosed in the senior management are in line with the
and Xu Company’s 2022 annual regulations of the remuneration system, and that
App min report the remuneration disclosed in the 2022 annual
raisa g, report is true and accurate.
l Wan It is considered that the Company's current
adjustment of the allowances for Independent
Com g 6
Directors has taken into account the standard of
mitt Jianf allowances for Independent Directors of listed
ee ei, companies in the same industry, and the level of
Deliberation on the
of He economic development in the region, with the
adjustment of the
the Zuo 30 March 2023 comprehensive consideration of the actual
allowances for situation of the Company's operation and
Boar wen
Independent Directors management, as well as the contributions made
d of
by the Independent Directors to the standardised
Dire operation and future development of the
ctors Company. As a result, the proposed adjustment of
the allowances is reasonable.
42
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
Deliberation on the
Program for Assessing
Group Deputy General It is agreed to adopt the Program for Assessing
23 July 2023 Managers Huang Group Deputy General Managers Huang Weijun
Weijun and Wu and Wu Zhiyong During Probationary Period.
Zhiyong During
Probationary Period
Deliberation on the It is agreed to adopt the assessment report and
result for Assessing probationary assessment proposal of the
Group Deputy General assessment working group: Huang Weijun and
18 August 2023 Managers Huang Wu Zhiyong, Deputy General Managers of the
Weijun and Wu Group, were identified to be "qualified" in the
Zhiyong During probationary assessment results, and were
regularised on schedule.
Probationary Period
Deliberation on the
adjustment of It is considered that the adjusted Implementation
Plan for Performance Appraisal of Senior
Implementation Plan for
12 October 2023 Management in 2022 conforms to the actual
Performance Appraisal situation of the Company, and the assessment
of Senior Management indicators are set scientifically and reasonably.
of the Company in 2022
It is held that:
1.The plan for performance assessment and
application of the Company's Senior Management
for the year 2022 conforms to the actual situation,
and can be used to more accurately and
comprehensively evaluate the assessment objects,
without circumstances of jeopardizing the
interests of the Company and its shareholders,
Review of the results of
especially those of the medium and small
performance appraisal shareholders.
of senior management 2. The Implementation Plan for Performance
members of SPG in Assessment of SPG's Senior Management for the
2022 and the result Year 2023 satisfies the requirements put forward
application plan, the in the Management Measures for Business
Implementation Plan for Performance Appraisal and Remuneration
Management of Senior Management Members,
19 October 2023 Performance Appraisal
and the assessment indicators are set scientifically
of Senior Management and reasonably, without circumstances of
Members in 2023 and jeopardizing the interests of the Company and its
the 2023 Statement of shareholders, especially those of the medium and
Responsibility of Senior small shareholders.
Management Members 3. The responsibility statement of Senior
Management for business performance for the
for Business
year 2023 satisfies the requirements for the
Performance assessment indicators of business performance
for the year 2023, is combined with the key work
points for the year 2023 and the division of work
among the members of the leading group, and is
scientific and reasonable, without circumstances
of jeopardizing the interests of the Company and
its shareholders, especially those of the medium
and small shareholders.
No Kan Tang Xiaoping, Deng Kangcheng, Wang Jianfei,
min g Zhang Manhua and Sun Minghui are proposed as
atio Xiao Deliberation on the
candidates for non-independent directors of the
n yue, Election of the
Com Den
13 January 2023 8th Board of Directors of the Company; Kang
Company’s Board of
mitt g Xiaoyue, He Zuowen and Mi Xuming are
2 Director
ee Kan proposed as candidates for independent directors
of gche of the 8th Board of Directors of the Company.
the ng,
Deliberation on the
Boar He It is agreed to recommend Qian Zhong as a
d of Zuo 18 August 2023 nomination of Qian
director of the Company.
Dire wen Zhong as a director of
43
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
ctors the Company
Kan
g
Xiao
yue, Deliberation on the
Qian nomination of Li It is agreed to recommend Li Wenkun as a
1 19 October 2023
Zho Wenkun as a director of director of the Company.
ng, the Company
He
Zuo
wen
VIII Performance of Duty by the Supervisory Committee
Indicate by tick mark whether the Supervisory Committee found any risk to the Company during its supervision in the Reporting
Period.
□Yes No
The Supervisory Committee raised no objections in the Reporting Period.
IX Employees
1. Number, Functions and Educational Backgrounds of Employees
Number of in-service employees of the Company as the parent
104
at the period-end
Number of in-service employees of major subsidiaries at the
163
period-end
Total number of in-service employees at the period-end 267
Total number of paid employees in the Reporting Period 267
Number of retirees to whom the Company as the parent or its
0
major subsidiaries need to pay retirement pensions
Functions
Function Employees
Production 127
Sales 21
Technical 15
Financial 24
Administrative 80
Total 267
Educational backgrounds
Category Number
Doctors 2
Masters 22
Bachelors 111
College graduates 67
Technical secondary school graduates 8
High school graduates and below 57
Total 267
2. Employee Remuneration Policy
The management personnel above vice general manager (including vice GM) of the Company conducted annual
salary system, other employees conducted contacting the performance with the benefit salary system.
44
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
3. Employee Training Plans
The Company established annual training plan in line with Measures for the Management of Employee Training
The Company adopts internal training, hires experts give lectures to the Company or participate professional
training, train the on job employees with job knowledge, professional skills, rules and regulations, the business
process etc., which enrich and renew the professional knowledge, enhance the comprehensive quality and
business skills of the employees.
4. Labor Outsourcing
□Applicable Not applicable
X Profit Distributions (in the Form of Cash and/or Stock)
How the profit distribution policy, especially the cash dividend policy, was formulated, executed or revised in the Reporting Period:
□Applicable Not applicable
Indicate by tick mark whether the Company fails to put forward a cash dividend proposal for shareholders despite the facts that the
Company has made profits in the Reporting Period and the profits of the Company as the parent distributable to shareholders are
positive.
□Applicable Not applicable
Final Dividend Plan for the Reporting Period
□Applicable Not applicable
No such cases in the Reporting Period.
XI Equity Incentive Plans, Employee Stock Ownership Plans or Other Incentive Measures for
Employees
□Applicable Not applicable
No such cases in the Reporting Period.
XII Establishment and Execution of the Internal Control System for the Reporting Period
1. Establishment and Execution of the Internal Control System
The Company has established a relatively complete and continuously effective internal control system, and has
carried out internal control evaluation in accordance with the internal control matrix and documents. In
accordance with the requirements of the standard system for enterprise internal control and relevant regulations,
the Company has maintained effective internal control over financial reporting in all material respects. No major
deficiencies in internal control not related to financial reporting have been found, and no factors affecting the
evaluation conclusion of internal control effectiveness have occurred. At the same time, the Company attaches
great importance to the regulation and steering role of the big supervision system. By holding joint supervision
meetings and carrying out key supervision and inspection, the Company has promoted the standardization level
improvement of relevant management work. No major violations of regulations and disciplines have been found.
In the future, the Company will continue to develop internal control in a standardized manner and strengthen the
supervision and inspection of internal control in order to promote the healthy and sustainable development of the
Company.
45
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2023
2. Material Internal Control Weaknesses Identified for the Reporting Period
□Yes No
XIII Management and Control over Subsidiaries by the Company for the Reporting Period
Subsidiar Integration Integration Countermeasures Settlement Follow-up
Problem
y plan progress taken progress settlement plan
N/A N/A N/A N/A N/A N/A N/A
XIV Internal Control Evaluation Report or Independent Auditor’s Report on Internal
Control
1. Internal Control Evaluation Report
Disclosure date of the internal control self-evaluation report 30 March 2024
2023 Internal Control Self-Evaluation Report on
Index to the disclosed internal control self-evaluation report
www.cninfo.com.cn
Evaluated entities’ combined assets as % of consolidated total assets 83.94%
Evaluated entities’ combined operating revenue as % of consolidated
99.87%
operating revenue
Identification standards for internal control weaknesses
Weaknesses in internal control over financial Weaknesses in internal control not related to financial
Type
reporting reporting
The criterion of quality of the recognition of defects of
internal control in the non-financial statements mainly were
order of severity of defect involving business nature, the
direct or potential negative influence nature and the
The Company in line with the actual situation, when
influence scope and other factors. If the follows events or
the follows events or indications happen, which
indicators occur, there may be serious or important defects
means there probably existing serious or important
of internal control in the non-financial statements:(1) Lack
defects in the financial report; (1) the directors,
democratic decision-making process, if lack significant
supervisors and senior executives were fraud. (2)
problem decision-making, important appointment and
Certified Public Accountant find that there is a
Nature dismissal of cadres, significant project investment decision-
significant error in the financial report, however, the
standard making; usage of large capital (three important, one large);
internal control did not discover it when conducting
(2) Unscientific decision-making process, such as the major
internal control; (3) The Audit Committee under the
decision-making errors, has caused a serious property loss
Board and Internal Audit Service's supervision to the
to the company; (3) Seriously violating state laws and
internal control is invalid. (4) The accounting
regulations; (4) Loss of key management personnel or
personnel were without necessary qualities to
important talent; (5) Negative news media appear
complete the preparation of financial statements.
frequently and widely spread; (6) The results of the internal
control evaluation especially large or significant defects
have not been corrected. (7) Important business systems
lack control rules, or systemic failure.
Serious defects: the defects, or defect group may lead
to the financial results misstatement or potential
The criterion of quantity of the recognition of defects of
losses >3% of net assets; important defects: 1% of net
Quantitati internal control in the non-financial statements mainly were
assets
