The 2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Shenzhen Special Economic Zone Real Estate & Properties (Group)
Co., Ltd.
The 2015 Annual Report
2016-006
March 2016
1
The 2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section I Important Statements, Contents & Terms
The Board of Directors, the Supervisory Committee as well as the directors, supervisors and senior
management staff of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
(hereinafter referred to as “the Company”) warrant that this Report is factual, accurate and complete
without any false record, misleading statements or material omissions. And they shall be jointly and
severally liable for that.
Zhou Jianguo, board chairman, Chen Maozheng, GM, Tang Xiaoping, chief of the accounting work,
and Qiao Yanjun, chief of the accounting organ (chief of accounting), hereby confirm that the
Financial Report carried in this Report is factual, accurate and complete.
All directors attended the board meeting for reviewing this Report.
China Securities Journal, Ta Kung Pao (HK) and www.cninfo.com.cn were designated by the
Company for its information disclosure in 2015. And all information about the Company shall be
subject to what’s disclosed on the aforesaid media. Investors are kindly reminded to pay attention to
possible investment risks.
The Company plans not to distribute cash dividends or bonus shares or turn capital reserves into
share capital.
This Report is prepared in both Chinese and English. Should there be any understanding
discrepancy between the two versions, the Chinese version shall prevail.
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The 2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Contents
Section I Important Statements, Contents & Terms ............................................. 2
Section II Company Profile & Financial Highlights ............................................. 5
Section III Business Profile ...................................................................................... 9
Section IV Discussion & Analysis by the Management ...................................... 11
Section V Significant Events .................................................................................. 22
Section VI Share Changes & Particulars about the Shareholders .................... 32
Section VII Preference Shares ............................................................................... 38
Section VIII Directors, Supervisors, Senior Management Staff & Employees 39
Section IX Corporate Governance ........................................................................ 45
Section X Financial Report .................................................................................... 54
Section XI Documents Available for Reference ................................................. 177
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The 2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Terms
Term Specific meaning
Shenzhen Special Economic Zone Real Estate & Properties
Company, the Company, the Group
(Group) Co., Ltd.
The controlling company of the
Shenzhen Investment Holdings Co., Ltd.
Company
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The 2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section II Company Profile & Financial Highlights
I. Basic information of the Company
Stock abbreviation SPG A（SPG B） Stock code 000029（200029）
Stock abbreviation after
---
change (if any)
Stock exchange Shenzhen Stock Exchange
Company name in
深圳经济特区房地产(集团)股份有限公司
Chinese
Abbr. of Company name
深房集团
in Chinese
Company name in
ShenZhen Special Economic Zone Real Estate&Properties (Group).co.，Ltd．
English (if any)
Abbr. of Company name
SPG
in English (if any)
Legal representative Zhou Jianguo
Registered address 45/F-48/F, SPG Plaza, Renmin South Road, Shenzhen, Guangdong, P.R.China
Zip code 518001
Office address 47/F, SPG Plaza, Renmin South Road, Shenzhen, Guangdong, P.R.China
Zip code 518001
Company website http://www.sfjt.com.cn
Email address spg@163.net
II. Contact information
Company Secretary Securities Affairs Representative
Name Mr. Chen Ji Mr. Luo Yi
47/F, SPG Plaza, Renmin South 47/F, SPG Plaza, Renmin South
Contact address Road, Shenzhen, Guangdong, Road, Shenzhen, Guangdong,
P.R.China P.R.China
Tel. (86 755) 82293000-4718 (86 755) 82293000-4715
Fax (86 755) 82294024 (86 755) 82294024
E-mail address spg@163.net spg@163.net
III. About information disclosure and where this Report is placed
Newspapers designated by the Company for Domestic: China Securities Journal
information disclosure Overseas: Ta Kung Pao (HK)
Internet website designated by CSRC for
http://www.cninfo.com.cn
disclosing this Report
47/F, SPG Plaza, 3005 Renmin South Road, Luohu District,
Where this Report is placed
Shenzhen, Guangdong, P.R.China
IV. Changes in the registered information
Organizational code 19217958-5
Changes in main business since
Inapplicable
listing (if any)
Changes of controlling shareholder On 24 Mar. 1999, the controlling shareholder was changed from Shenzhen
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The 2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
(if any) Investment Management Co., Ltd. to Shenzhen Construction Investment
Holdings Co., Ltd. And on 14 Feb. 2006, it was changed to Shenzhen
Investment Holdings Co., Ltd.
V. Other information
The CPAs firm hired by the Company
Name Ruihua Certified Public Accountants LLP
9 F, West Tower, China Overseas Property Plaza, Building No. 7, Compound No.
Office address
8, Xi Binhe Road, Yong Ding Men, Dong Cheng District, Beijing, China
Signing accountants Cai Xiaodong, Wang Huansen
Sponsor engaged by the Company to conduct consistent supervision during the reporting period
□ Applicable √ Inapplicable
Financial consultant engaged by the Company to conduct consistent supervision during the reporting period
□ Applicable √ Inapplicable
VI. Accounting and financial highlights
Does the Company adjust retrospectively or restate the accounting data of previous years due to changes in the
accounting policy or correction of accounting errors?
□ Yes √ No
Increase/decrease
2015 2014 of current year over 2013
last year
Operating revenues (RMB
2,163,365,575.33 2,132,311,222.93 1.46% 2,116,482,684.93
Yuan)
Net profits attributable to
shareholders of the Company 301,129,840.84 298,033,316.49 1.04% 228,268,271.23
(RMB Yuan)
Net profits attributable to
shareholders of the Company
300,963,536.83 297,166,883.74 1.28% 222,844,093.95
after extraordinary gains and
losses (RMB Yuan)
Net cash flows from operating
1,097,144,254.51 322,162,063.36 240.56% 194,953,683.40
activities (RMB Yuan)
Basic EPS (RMB Yuan/share) 0.2977 0.2946 1.05% 0.2256
Diluted EPS (RMB
0.2977 0.2946 1.05% 0.2256
Yuan/share)
Weighted average ROE (%) 13.21% 14.81% -1.60% 13.05%
Increase/decrease
As at 31 Dec. 2015 As at 31 Dec. 2014 of current year-end As at 31 Dec. 2013
than last year-end
Total assets (RMB Yuan) 4,179,937,120.75 4,375,098,314.05 -4.46% 4,215,099,296.67
Net assets attributable to
shareholders of the Company 2,331,704,116.07 2,161,537,401.78 7.87% 1,863,347,135.33
(RMB Yuan)
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The 2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
VII. Differences of the accounting data under the domestic and the overseas accounting
standards
1. Differences of the net profits and the net assets disclosed in the financial reports prepared under the
international and the Chinese accounting standards
√ Applicable □ Inapplicable
Unit: RMB Yuan
Net profits attributable to shareholders of Net assets attributable to shareholders of
the Company the Company
2015 2014 Closing amount Opening amount
According to Chinese
301,129,840.84 298,033,316.49 2,331,704,116.07 2,161,537,401.78
accounting standards
Items and amounts adjusted according to international accounting standards
According to international
301,129,840.84 298,033,316.49 2,331,704,116.06 2,161,537,401.78
accounting standards
2. Differences of the net profits and the net assets disclosed in the financial reports prepared under the
overseas and the Chinese accounting standards
√ Applicable □ Inapplicable
Unit: RMB Yuan
Net profits attributable to shareholders of Net assets attributable to shareholders of
the Company the Company
2015 2014 Closing amount Opening amount
According to Chinese
301,129,840.84 298,033,316.49 2,331,704,116.07 2,161,537,401.78
accounting standards
Items and amounts adjusted according to overseas accounting standards
According to overseas
301,129,840.84 298,033,316.49 2,331,704,116.06 2,161,537,401.78
accounting standards
3. Reason for any differences in the accounting data under the domestic and the overseas accounting
standards
□ Applicable √ Inapplicable
VIII. Financial highlights by quarter
Unit: RMB Yuan
Q1 Q2 Q3 Q4
Operating revenues 321,122,572.61 826,430,201.35 460,650,552.32 555,162,249.05
Net profits attributable to
24,918,992.83 161,488,831.55 47,584,448.58 67,137,567.88
shareholders of the Company
Net profits attributable to
shareholders of the Company
24,919,437.35 161,208,719.55 48,001,073.77 66,834,306.16
after extraordinary gains and
losses
Net cash flows from operating
-21,091,779.41 476,978,723.36 347,789,579.83 293,467,730.73
activities
Any material differences between the financial indicators above or their summations and those which have been
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The 2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
disclosed in quarterly or semi-annual reports?
□ Yes √ No
IX. Extraordinary gains and losses
√ Applicable □ Inapplicable
Unit: RMB Yuan
Item 2015 2014 2013 Note
Gains/losses on disposal of
non-current assets (including offset -65,371.34 -133,442.39 5,778,882.64
part of asset impairment provisions)
Non-operating income and expense
287,110.02 1,319,554.06 812,505.76
other than above
Less: Income tax effects 55,434.67 319,678.92 1,167,211.12
Total 166,304.01 866,432.75 5,424,177.28 --
Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in
the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the
Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said
explanatory announcement as a recurrent gain/loss item
□ Applicable √ Inapplicable
No such cases in the reporting period.
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The 2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section III Business Profile
I. Main business during the reporting period
Specializing in housing real estate development, we upheld the operating strategy of “Carefully
Devise Our Development Strategy, Meticulously Carry on Our Main Business, Strictly Control Our
Costs and Continuously Improve Our Management Capability” and dedicated ourselves to building
up quality projects. As a result, our brand effect gradually emerged and our operating results saw a
steady growth. In the reporting period, the three projects of SPG Chuanqishan, Chuanqi Shanglin
and Shantou Yuejing Dongfang were all completed; Cuizhuyuan, Tianyuewan and Jingtian started
construction; Chuanqi Donghu Mingyuan found its general contractor through bids invitation and
would also start construction soon.
In 2015, with consumption promotion and destocking as its keynote, China’s real estate market saw
quite a few easing policies for supply and demand, which resulted in a stable rebound in both the
turnover and the prices. However, polarization among cities remained and market competition was
still fierce. To deal with that, we worked hard on our project quality and progress and adjusted our
marketing strategies in a timely manner. As a result, the development and sales of our projects
proceeded smoothly and the development and operation of our main business entered a positive
cycle.
II. Significant changes in the main assets
1. Significant changes in the main assets
Main asset Reason for any significant change
Equity assets No significant changes
Fixed assets No significant changes
Intangible assets No significant changes
Construction in progress No significant changes
RMB1,175,756,306.36 as at 31 Dec. 2015, up 73.17% from opening amount,
Monetary funds
mainly because of increase in housing sales
RMB18,663,872.02 as at 31 Dec. 2015, down 84.43% from opening amount,
Notes receivable
mainly because customers changed their settlement modes
RMB112,543,908.66 as at 31 Dec. 2015, up 33.36% from opening amount, mainly
Accounts receivable
because of increase in engineering receivables
RMB22,952,379.40 as at 31 Dec. 2015, up 28.79% from opening amount, mainly
Prepayments because prepayments for materials had not yet satisfied condition to be carried
over to inventories
RMB2,146,223,895.61 as at 31 Dec. 2015, down 23.25% from opening amount,
Inventories
mainly because inventories were carried over to costs as houses were sold
RMB40,315,831.06 as at 31 Dec. 2015, up 224.19% from opening amount,
Other current assets
mainly because business tax and land VAT were prepaid
RMB32,197,368.21 as at 31 Dec. 2015, up 132.36% from opening amount,
mainly because of increase in corresponding deferred income tax assets of
Deferred income tax assets
anticipated profits of real estate subsidiaries on advance house payments from
customers and non-deductible land VAT provision
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The 2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
2. Main assets overseas
□ Applicable √ Inapplicable
III. Core competitiveness analysis
As one of the earliest real estate listed companies in Shenzhen, the Company has a history over 30
years in real estate development in Shenzhen and rich experience in the main business of real estate
development. In recent years, thanks to the experience learned from the SPG Chuanqishan project
in Guangming, Shenzhen, the SPG Shanglin Garden project in Longgang, Shenzhen and the project
in Shantou, the Company accelerates 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, the
professionalism and management capability of the Company have improved significantly; planning,
construction, cost control, marketing capability and brand image have been effectively enhanced;
and the operational capability in the main business of real estate keeps increasing, along with the
core competitiveness. The Company has carried out a profit distribution for the first half of 2015.
And the reporting period has witnessed a consecutive seventh-year growth in the Company’s
operating revenues and profits. In the third quarter of 2015, the stocks of the Company were
included in the component stocks of the “Hang Seng Shenzhen & Hong Kong Index” and the “Hang
Seng Shenzhen & Hong Kong Real Estate Index”. What’s more, in 2015, the Company was granted
quite a few titles such as “The Most Honest Enterprise in the Guangdong Province” and “The
Five-Star Well-Behaved & Law-Abiding Lessor”.
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2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section IV Discussion & Analysis by the Management
I. Business review
2015 marked the closing year for the 12th Five-Year Development Plan of the Company. In the year,
with common efforts, we overcame difficulties and achieved remarkable results in our business
performance and corporate culture. Our development capability in the main business improved
significantly, and our profits saw a consecutive seventh-year growth and maintained a rising trend.
Our employees became more enterprising, united and professional. And our brand effect gradually
emerged.
For the reporting period, the Company achieved operating revenues of RMB2,163,365,600, up
1.46% from last year; operating profits of RMB409,683,200, up 2.56% from last year; total profits
of RMB409,904,900, up 2.31% from last year; and net profits of RMB301,129,800 attributable to
the shareholders of the Company, up 1.04% from last year. As at 31 Dec. 2015, the net assets
attributable to the shareholders of the Company stood at RMB2,331,704,100, up 7.87% from last
year.
II. Main business analysis
1. Overview
See “I. Business review” in “Discussion & Analysis by the Management”.
2. Revenues and costs
(1) Breakdown of the operating revenues
Unit: RMB Yuan
2015 2014
In operating In operating +/-
Amount Amount
revenues revenues
Operating
2,163,365,575.33 100% 2,132,311,222.93 100% 1.46%
revenues
By segment
Real estate 1,451,882,212.00 67.11% 1,476,320,296.06 69.24% -2.12%
Construction 518,895,054.20 23.99% 488,183,328.15 22.89% 1.09%
Leasing 79,149,162.72 3.66% 78,833,382.73 3.70% -0.04%
Property
128,945,973.91 5.96% 118,842,883.81 5.57% 0.39%
management
Other 21,421,062.40 0.99% 20,671,548.67 1.42% -2.88%
Internally offset -36,927,889.90 -1.71% -50,540,216.49 -2.37% 0.66%
By product
Residential
1,267,905,057.00 58.61% 1,418,885,068.06 66.54% -7.93%
houses
Shops 18,977,155.00 0.88% 57,435,228.00 2.69% -1.81%
Warehouses 165,000,000.00 7.63%
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2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Other products 748,411,253.23 34.59% 706,531,143.36 33.13% 1.46%
Less: Internally
-36,927,889.90 -1.71% -50,540,216.49 -2.37% 0.66%
offset
By area
Guangdong
2,143,635,244.42 99.09% 2,121,324,452.84 99.48% -0.40%
Province
Other regions in
56,204,916.71 2.60% 60,941,449.28 2.86% -0.26%
China
Overseas 453,304.10 0.02% 585,537.30 0.03% -0.01%
Internally offset -36,927,889.90 -1.71% -50,540,216.49 -2.37% 0.66%
(2) Segments, products or areas contributing over 10% of the operating revenues or profits
√ Applicable □ Inapplicable
Unit: RMB Yuan
Operating Gross profit
Operating Gross profit Operating cost:
Operating cost revenue: YoY margin: YoY
revenue margin YoY +/-%
+/-% +/-%
By segment
Real estate 1,451,882,212.0 782,516,505.6
46.10% -1.66% -7.86% 3.63%
0 3
490,709,048.8
Construction 518,895,054.20 5.43% 6.29% 6.40% -0.09%
7
By product
Residential 1,267,905,057.0 760,996,677.0
39.98% -10.64% -7.82% -1.84%
houses 0 8
Shops 18,977,155.00 7,004,414.66 63.09% -66.96% -70.45% 4.35%
Warehouses 165,000,000.00 14,515,413.89 91.20% 100.00% 100.00% 0.00%
By area
Guangdong 2,143,635,244.4 1,360,470,301.
36.53% 1.03% -1.74% 1.80%
Province 2 42
Main business data of the previous year restated according to the changed statistical caliber for the reporting
period
□ Applicable √ Inapplicable
(3) Product sales revenue higher than the service revenue
√ Yes □ No
Business segment Item Unit 2015 2014 +/-
Real estate development Sales volume 78,251.65 84,926.85 -7.86%
(RMB Ten Thousand Output 28,876.86 65,175.16 -55.69%
Yuan) Stock 192,479.09 241,853.88 -20.42%
Reason for any over 30% YoY movements in the data above
√ Applicable □ Inapplicable
The real estate investment decreased from last year.
(4) List of the execution of the signed significant sales contracts of the Company up to the reporting period
□ Applicable √ Inapplicable
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2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
(5) Operating cost form
Classified by industries
Unit: RMB Yuan
2015 2014
Classified by
Items Ratio to the Ratio to the YoY +/- (%)
industries Amount Amount
operating cost operating cost
Real estate 782,516,505.63 56.31% 1,476,320,296.06 60.25% -3.93%
Engineering
490,709,048.87 35.31% 488,183,328.15 32.72% 2.59%
construction
Lease 29,731,750.12 2.14% 78,833,382.73 2.11% 0.03%
Property
110,204,670.86 7.93% 118,842,883.81 7.19% 0.74%
management
Other 15,185,380.88 1.09% 20,671,548.67 1.13% -0.04%
Internal offset
-38,720,066.88 -2.79% -50,540,216.49 -3.39% 0.61%
amount
Notes
(6) Whether there were changes of the consolidation scope during the reporting period
□ Yes √ No
(7) List of the significant changes or adjustment of the industries, products or services of the Company
during the reporting period
□ Applicable √ Inapplicable
(8) List of the major trade debtors and major suppliers
List of the major trade debtors of the Company
Total sales to the top 5 customers (RMB Yuan) 119,173,771.38
Ratio of the total sales to the top 5 customers to
5.59%
the annual total sales
Information of the top 5 customers of the Company
Serial
Name of customer Sales amount (RMB Yuan) Proportion in annual total sales
No.
1 Legal person I 40,784,800.00 1.91%
2 Legal person II 29,987,587.93 1.41%
3 Legal person III 18,298,000.00 0.86%
4 Legal person IV 16,290,000.00 0.76%
5 Legal person V 13,813,383.45 0.65%
Total -- 119,173,771.38 5.59%
Notes of the other situation of the major customers
□ Applicable √ Inapplicable
List of the major suppliers of the Company
Total purchase to the top 5 suppliers (RMB Yuan) 113,367,326.53
Ratio of the total purchase to the top 5 suppliers
18.33%
to the annual total purchase
Information of the top 5 suppliers of the Company
No. Name of supplier Purchase amount (RMB Ratio to the annual purchase amount
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2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Yuan)
1 Legal person I 59,255,206.00 9.58%
2 Legal person II 27,989,572.20 4.53%
3 Legal person III 13,581,059.80 2.20%
4 Legal person IV 6,444,000.00 1.04%
5 Natural person 6,097,488.53 0.99%
Total -- 113,367,326.53 18.33%
Notes of the other situation of the major suppliers
□ Applicable √ Inapplicable
3. Expenses
Unit: RMB Yuan
2015 2014 YoY +/- Notes of the significant changes
Selling expenses 46,977,100.96 44,525,387.33 5.51%
Management
58,883,597.38 64,982,801.88 -9.39%
expenses
Financial expenses 32,367,511.56 33,816,128.14 -4.28%
4. R&D investment
□ Applicable √ Inapplicable
5. Cash flow
Unit: RMB Yuan
Item 2015 2014 YoY +/-
Subtotal of cash inflows
2,593,917,264.63 1,867,088,183.88 38.93%
from operating activities
Subtotal of cash outflows
1,496,773,010.12 1,544,926,120.52 -3.12%
from operating activities
Net cash flows from
1,097,144,254.51 322,162,063.36 240.56%
operating activities
Subtotal of cash inflows
386,230.00 24,690.00 1,464.32%
from investing activities
Subtotal of cash outflows
7,894,632.61 3,016,118.70 161.75%
from investing activities
Net cash flows from
-7,508,402.61 -2,991,428.70 -151.00%
investing activities
Subtotal of cash inflows
227,837,400.00 362,013,496.47 -37.06%
from financing activities
Subtotal of cash outflows
818,348,503.54 530,373,267.61 54.30%
from financing activities
Net cash flows from
-590,511,103.54 -168,359,771.14 -250.74%
financing activities
Net increase in cash and
499,636,457.33 150,835,476.59 231.25%
cash equivalents
Notes of the major effects on the YoY significant changes occurred of the data above
√ Applicable □ Inapplicable
The amount of the cash inflow from operating activities was of RMB2,593,917,264.63 in 2015 that
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2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
increased of 38.93% over that of last year with the main reason of the increase of the houses selling
and the engineering amount received from providing the labor services and the goods selling of
2015.
The amount of the cash outflow from operating activities was of RMB1,496,773,010.12 in 2015
that decreased of 3.12% over that of last year with the main reason of the decrease of the
engineering amount paid for purchasing the goods and the accepting the labor services.。
Net amount of the cash flow from operating activities was of RMB1,097,144,254.51 in 2015 that
increased of 240.56% over that of last year with the main reason of the increase of the houses
selling and the engineering amount received from providing the labor services and the goods selling
of 2015.
The amount of the cash inflow from investment activities was of RMB386,230.00 in 2015 that
increased of 1464.32% over that of last year with the main reason of receiving the bonus of the
financial assets avaiable-for-sale during the holding period in 2015.
The amount of the cash outflow from investment activities was of RMB7,894,632.61 in 2015 that
increased of 161.75% over that of last year with the main reason of the increase of the purchase of
the fixed assets, intangible assets and other long-term assets as well as the entrust financial products
of 2015.
The net amount of the cash flow from investment activities was of RMB-7,508,402.61 in 2015 that
decreased of 151.00% over that of last year with the main reason of the increase of the purchase of
the fixed assets, intangible assets and other long-term assets as well as the investment of the entrust
financial products of 2015.
The amount of the cash inflow from financing activities was of RMB227,837,400.00 in 2015 that
decreased of 37.06% over that of last year with the main reason of the increase of the cash flow
from operating activities and the decrease of the external financing demand of 2015.
The amount of the cash outflow from financing activities was of RMB818,348,503.54 in 2015 that
increased of 54.30% over that of last year with the main reason of the increase of the paid bank
loans of 2015.
The net increase amount of the cash and cash equivalents was of RMB499,636,457.33 in 2015 that
increased of 231.25% over that of last year with the main reason of the increase of the net amount
of the cash flow from operating activities of 2015.
Notes to the reason of the significant differences between the net cash flow from the operating activities and the
net profits of 2015 of the Company during the reporting period
□ Applicable √ Inapplicable
III. Analysis of the non-core business
□ Applicable √ Inapplicable
IV. List of the assets and liabilities
1. List of the significant changes of the assets form
Unit: RMB Yuan
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2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
As at 31 Dec. 2015 As at 31 Dec. 2014
Proporti
Proportion Proportion
on Explain any major change
Amount in total Amount in total
change
assets assets
Monetary 1,175,756,30 678,957,249. Mainly due to the increase of the
28.13% 15.52% 12.61%
funds 6.36 03 sales amount of the buildings.
Accounts 112,543,908. 84,388,842.4
2.69% 1.93% 0.76%
receivable 66 3
Mainly due to the transfer of the
2,146,223,89 2,796,551,65
Inventories 51.35% 63.92% -12.57% cost from the sales of the
5.61 6.42
buildings in 2015.
Investing real 435,058,564. 454,628,505.
10.41% 10.39% 0.02%
estate 20 97
Long-term
57,768,804.3 57,730,086.7
equity 1.38% 1.32% 0.06%
6 9
investment
52,213,985.3 54,321,296.2
Fixed assets 1.25% 1.24% 0.01%
1 2
Short-term 143,418,286. 149,846,192.
3.43% 3.42% 0.01%
loans 29 64
Long-term 382,233,324. 478,985,579.
9.14% 10.95% -1.81%
loans 88 95
Mainly due to the settlement of
Accounts 290,453,110. 541,538,762. the final payment of the
6.95% 12.38% -5.43%
payable 50 36 completion of the products
development of 2015.
475,620,347. 144,315,921. Mainly due to the increase of the
Prepayments 11.38% 3.30% 8.08%
35 34 sales of the houses of 2015.
63,459,415.4 96,394,993.6 Mainly due to the increase of the
Taxes payable 1.52% 2.20% -0.68%
2 7 taxes payment of 2015.
Non-current Mainly due to the decrease of the
168,727,608. 453,207,700.
liabilities due 4.04% 10.36% -6.32% long-term loans due in 1 year of
54 00
in 1 year 2015.
2. List of the significant changes of the liabilities items
□ Applicable √ Inapplicable
V. List of the investment
1. Overall condition
□ Applicable √ Inapplicable
2. List of the significant equity investment acquired from the reporting period
□ Applicable √ Inapplicable
3. List of the significant non-equity investment has been executing during the reporting period
□ Applicable √ Inapplicable
16
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
4. Investment on the financial assets
(1) List of the securities investment
□ Applicable √ Inapplicable
There was no such situation of the Company during the reporting period.
(2) List of the derivative investment
□ Applicable √ Inapplicable
There was no such situation of the Company during the reporting period.
5. Use of raised funds
□ Applicable √ Inapplicable
There was no such situation of the Company during the reporting period.
VI. Selling of the significant assets and the equities
1. List of the selling of the significant assets
□ Applicable √ Inapplicable
There was no such situation of the Company during the reporting period.
2. List of the selling of the significant equities
□ Applicable √ Inapplicable
VII. Analysis of the major controlling and stock-participating companies
√ Applicable □ Inapplicable
List of the stock-participating companies with more than 10% influences on the net profits of the major
subsidiaries and the Company
Unit: RMB Yuan
Name Type Main Registered Operating Operating
Total assets Net assets Net profit
services capital revenues profit
Shenzhen SPG
Developme
Longgang Subsidiar Real 797,490,525. 80,255,478.8 408,928,149. 113,068,391. 84,073,455.
nt of real
Development y estate 11 1 00 02 52
estate
Co., Ltd.
Shantou SEZ,
Wellam FTY, Developme
Subsidiar Real 302,321,667. 123,083,742. 54,196,300.0
Building nt of real 2,162,911.06 385,208.94
y estate 23 11 0
Development, estate
Co., Ltd.
Shantou Huafeng Subsidiar Real Developme 409,834,859. 13,449,885.4 -6,431,751.9 -4,823,813.
Real Estate y estate nt of real 42 7 5 96
17
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Development estate
Co., Ltd.
Developme
Great Wall Estate Subsidiar Real 18,731,758.1 -81,485,573.
nt of real 453,304.10 -153,716.45 -153,716.45
Co., Inc. (U.S.) y estate 4 98
estate
Shenzhen Fixing and
Zhentong Subsidiar maintenanc 252,040,392. 17,584,212.5 520,664,605. 2,343,417.1
Service 3,154,043.92
Engineering Co., y e of 51 6 34 5
Ltd. projects
Shenzhen
Property
Property Subsidiar 84,891,078.2 18,042,863.6 128,945,973. 1,641,497.1
Service manageme 1,460,618.67
Management y 1 3 91 4
nt
Co., Ltd.
Shenzhen Petrel Subsidiar Hotel 45,258,407.0 37,616,384.2 28,311,969.6 1,940,189.3
Service 2,428,111.07
Hotel Co., Ltd. y Service 4 8 2 6
Shenzhen SPG
Subsidiar Rent of 17,112,905.8 13,097,086.0
Mini-bus Rent Service 4,382,090.55 941,124.27 669,583.66
y mini-bus 1 5
Co., Ltd.
Shenzhen
Huazhan Constructio
Subsidiar
Construction Service n 9,260,085.42 8,392,048.42 3,655,609.36 116,226.91 87,170.19
y
Supervision Co., supervision
Ltd.
Investmen Investment
Xin Feng
Subsidiar t and 152,968,245. -408,298,23 -17,335,428. -17,338,902
Enterprise Co., 148,000.00
y managem manageme 77 0.28 27 .85
Ltd.
ent nt
Subsidiaries acquired or disposed during the reporting period
□ Applicable √ Inapplicable
Notes to the major controlling stock-participating companies
The subordinate subsidiaries of the Company
1. The subordinate subsidiaries engaged in real estate development mainly include: Shenzhen SPG Longgang
Development Co., Ltd., Shantou SEZ, Wellam FTY, Building Development, Co., Ltd. and Shantou Huafeng Real
Estate Development Co., Ltd.. The Longgang Company was responsible for the development of Shenzhen
Properties Shanglin Garden Project with the carried forward sales of 2015 of RMB0.409 billion, the carry forward
ratio of the sales of 25.36%, and the proportion of the opertaing income to that of the Group Company of 18.9%
as well as the proportion of the net profits which was of RMB0.084 billion to that of the Group Company of
27.9%. Shantou Wellam Company took the responsibility of developing the projects such as the Jinye Island and
Yuejing Dongfang, with the 2015 carried forward sales of the Yuejing Dongfang Project of RMB0.029 billion, the
carry forward ratio of the sales of 10.21% and the carried forward sales of the remaining building of Jinye Island
of RMB0.025 billion. Shantou Huafeng Company took the responsibility of developing the Shantou Jingzaiwan
Project which had carried out full-scale production after the completion of the started licensing of 2015 and the
operating revenues of RMB-6.43 million was the interests expenses before the formally starting.
2. Shenzhen Zhentong Engineering Co., Ltd. was engaged in the business of building installation and maintenance
with the 2015 operating income of RMB0.521 billion and of 24.09% to the operoating income of the Group
Company.
3. The 2015 operating income of Shenzhen Property Management Co., Ltd. was of RMB0.129 billion that was of
5.96% to the operating income of the Group Company.
4. The 2015 net profits of Xin Feng Enterprise Co., Ltd. was of RMB-17.34 million which mainly due to the bad
debt provision of RMB8.42 million and the losses of the exchange rate changes of RMB7.05 million.
18
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
VIII. List of the structured main bodies controlled by the Company
□ Applicable √ Inapplicable
IX. Outlook of the Company’s future development
Y2016 is the starting year of the national Thirteenth Five-Year Plan with the marco economy
insisting to seek improvement in stability while the economy downward pressure was rather big and
the property market was of polarization, thus the Company carefully planned the development
strategics, executed refine cultivation on the main business operating, made careful calculation and
strict budgeting on the intensification of the cost control, kept improving the enhancing of the
management and control level, accelerated the projects construction and sales, and strived for the
improvement of the professional level and the brand influence to seek for the stable devleopment of
the Company.
In 2016, the Company will make great efforts to grasp the following work of three aspects:
(I) To guarantee the construction, development and sales of the projects could be as quick as
possible. To base on the pitch point of the projects, to comprehensively strengthen the planning and
coordination as well as the control ability during the development process,to improve the
merchanism and process to ensure the quality and progress especially to intensify the control of the
engineering quality. To accelerate the to-the-rate-of the property sales, to seize the current favorable
situation, to intensify the management and urgement of the marketing of the intermediaries and to
accelerate the remaining building sales. To highly pay attention to the safety production. To insist
the working policy of “Safety First, Prevention First, Comprehensive Treatment”, to implement the
safety production responsibility and to intensify the safety management measures. To intensify the
ability construction of the owned enterprises and to promote the transformation and upgrade.
(II) To constantly enhance the management and control level. To improve the corporate governance
structure which regarded the construction of the Board of the Directors as the core and to revise and
improve the Thirteenth Five-Year Plan strategic planning; to earnestly carry out the responsibilities
of the listed companies and to intensify the information disclosure and the investors relationship
management; to intensify the enterprise internal construction for building the base for realizing the
capital opertion of the enterprises.To intensify the enterprise management, to constantly improve
the management and control mechanism and the business process of the Company, to improve the
informatization management, to intensify the planning, arrangement, management and control
ability of the property projects during the whole development process; to intensify the cost control
to cover the whole process of the development for realizing the value creation; to improve the
planning and the design level as well as the engineering management level, to pay close attention to
the quality system of the engineering construction and the to close the good quality most; to
intensify the learning, absorbing and reference of the new technology, new process and the new
mode of the management during the process of the projects development and construction, to strive
for the building of the boutique projects
(III) To constantly intensify the team construction. To carry on the execution of the constrution of
“Elite Talent, Excellent Team”that forge the professional team. To perfect the incentive system, to
deepen the salary system reform, to constantly improve the performance appraisal management
approach and to positively explore the long term stimulation mechanism of the listed companies. To
19
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
propose the professional and specialized talents mechanism, to encourage the whole staffs to
possess with promotion position and self-taught ability, to cultivate the staffs to become the expert
of their own work and the technicians become the expert of their own profession as well as the
department heads of the expert of their depeartment and profession.
X. List of the received researches, visits and interviews
1. Particulars about researches, visits and interviews received in this reporting period
√ Applicable □ Inapplicable
Time of Way of
Visitor type Index of the researches basic information
reception reception
Telephone Inquired of the progress of the projects development and the
22 Jan. 2015 Individual
communication number of the shareholders etc. and didn’t offer written materials
Inquired of the appointed disclosure time of the annual report
Telephone
16 Mar. 2015 Individual and the number of the shareholders etc. and didn’t offer written
communication
materials
Telephone Inquired of the progress of the state-funded and state-owned
27 Apr. 2015 Individual
communication enterprise reform and didn’t offer written materials
Telephone Inquired of the process of the projects development and the sales
15 May 2015 Individual
communication and didn’t offer written materials
Inquired of the operating of the first-half year of the Company
Telephone
29 Jun. 2015 Individual and the progress of the state-funded and state-owned enterprise
communication
and didn’t offer written materials
Telephone Inquired of the definiment of the Company and the measures
6 Jul. 2015 Individual
communication facing with the crises didn’t offer written materials
Inquired of the operating situation of the first-half year of the
Telephone
31 Jul. 2015 Individual Company and the appointed disclosure date of the semi-annual
communication
report and didn’t offer written materials
Inquired of the relevant information of the disclosed semi-annual
Telephone
31 Aug. 2015 Individual report and the relevant events of the semi-annual profits
communication
distribution and didn’t offer written materials
Telephone Inquired of the third-quarter operating situation and the
29 Sep. 2015 Individual
communication third-quarter report disclosure time didn’t offer written materials
Telephone Inquired of the situation of the projects development and sales
28 Oct. 2015 Individual
communication progress and didn’t offer written materials
Telephone Inquired of the annual operating situation and didn’t offer written
28 Dec. 2015 Individual
communication materials
Reception times 11
Number of reception institutions 0
Number of reception person 11
Number of receipting other targets 0
Whether disclose, reveal or let out
No
unpublished significant information
2. Particulars about researches, visits and interviews received from the period-end to the disclosure date
√ Applicable □ Inapplicable
Time of reception Way of reception Visitor type Index of the researches basic information
Inquired of the annual operating situation of the
Telephone
11 Jan. 2016 Individual Company and the reasons of the falling stock price
communication
and didn’t offer written materials
9 Mar. 2016 Telephone Individual Inquired of the annual operating situation of the
20
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
communication Company and progress of the state-funded and
state-owned enterprise reform and didn’t offer
written materials
Reception times 2
Number of reception institutions 0
Number of reception person 2
Number of receipting other targets 0
Whether disclose, reveal or let out
No
unpublished significant information
21
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section V Significant Events
I. List of the profits distribution of the common shares and turning capital reserve into share
capital of the Company
List of the formulation, execution or adjustment of the profits distribution policies of the common shares,
especially the cash dividend policies
√ Applicable □ Inapplicable
The 2014 profits distribution proposal of the Company had been reviewed and approved by the 24th
Session of the 7th Board of the Directors held on 27 Mar. 2015 and the 2014 Annual General
Meeting held on 28 Apr. 2015 by the Company, which confirmed that the 2014 net profits be used
for making up the losses of the previous years and neither execute the profits distribution nor the
turn from capital reserve to share capital.
The 2015 semi-annual profits distribution proposal had been reviewed and approved by the 26th
Session of the 7th Board of the Directors held on 28 Aug. 2015 and the 2015 1st Extraordinary
General Meeting held on 21 Sep. 2015 by the Company, which confirmed to base on 1,011,660,000
shares of the total share capitao of the Company that to distribute the cash of RMB1.30 (tax
included) for every 10 shares held by its shareholders, and there was neither the bonus shares (tax
included) nor the turn from capital reserve to share capital.
Special explanation of cash dividend policy
The conditions and process of formulation of the
Whether conformed with the regulations of the Articles Retribution Plan for the Company’s Shareholders, the
of association or the requirements of the resolutions of revision of the Articles of Association was compliance and
the shareholders’ meeting: transparent with the contents met with the requirements
of the relevant laws and regulations as well as CSRC.
Whether the dividend standard and the proportion were The dividend standard and the proportion were definite
definite and clear: and clear after revision.
Whether the relevant decision-making process and the The relevant decision-making process and system was
system were complete: completed.
The independent director executed dutifully and gave
Whether the independent director acted dutifully and
independent advice of the cash dividend policy of the
exerted the proper function:
Company.
Whether the medium and small shareholders had the
chances to fully express their suggestions and appeals, Yes
of which their legal interest had gained fully protection:
Whether the conditions and the process met the
regulations and was transparent of the adjustment or Yes
altered of the cash dividend policy:
Pre-plan or plan for profit distribution and turning capital reserve into share capital in recent 3 years (including the
reporting period)
In 2013, the net profit of 2013 will be used for covering the deficit of the previous years. And thus
no profit distribution or capitalization of capital reserves will be conducted;
In 2014, the net profit of 2014 will be used for covering the deficit of the previous years. And thus
no profit distribution or capitalization of capital reserves will be conducted;
In the semi-annual of 2015, based on the 1,011,660,000 shares of the current general capital, the
Company distributed the cash of RMB1.30 (tax included) for every 10 shares held by its
shareholders, and there was neither the bonus shares (tax included) nor the turn from capital reserve
to share capital;
In 2015, the net profit of 2015 will be used for covering the deficit of the previous years. And thus
no profit distribution or capitalization of capital reserves will be conducted;
Cash dividend distribution of the common shares of the Company of the recent 3 years (including the reporting
period)
22
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Unit: RMB Yuan
The ratio
Net profit
accounting in net
belonging to
profit which
shareholders of
Amount of cash belongs to Amount of the Ratio of the cash
the listed
Dividend year dividend shareholders of cash dividend by dividend by other
company in
(including tax) the listed other methods methods
consolidated
company in
statement of
consolidated
dividend year
statement
2015 131,515,800.00 301,129,840.84 43.67% 0.00 0.00%
2014 0.00 298,033,316.49 0.00% 0.00 0.00%
2013 0.00 228,268,271.23 0.00% 0.00 0.00%
The Company (including its subsidiaries) made profit in the reporting period and the profits distribution of the
common shares held by the shareholders of the Company (without subsidiaries) was positive, but it did not put
forward a preplan for cash dividend distribution of the common shares:
√ Applicable □ Inapplicable
Reason Usage and utility plan of the retained profits of the Company
The retained and undistributed profits were mainly used for the development of
the projects in construction and the newly increase of the land reserves when
2015 semi-annual profits
appropriate and properly reduced the external loans balance that efficiently
distribution had been executed.
reduced the financial expenses and ensured the sustainable operating and
development of the Company.
II. Pre-plan for profit allocation and turning capital reserve into share capital for the
reporting period
□ Applicable √ Inapplicable
The Company planed not to distribute the cash bonus, not to distribute the bonus shares and no turn from capital
reserve to share capital of 2015.
III. Performance of commitments
1. Commitments completed by the Company, the shareholders, the actual controllers, the purchasers, the
Directors, the Supervisors and the Senior Executives or the other related parties during the reporting
period and those hadn’t been completed execution up to the period-end
□ Applicable √ Inapplicable
There was no such situation of the Company during the reporting period.
2. Assets or projects existing profit forecast, which were still in the profit forecast period, the Company
made note and explain to the assets or project arrived at original profit forecast
□ Applicable √ Inapplicable
IV. Occupation of the Company’s capital by the controlling shareholder or its related parties
for non-operating purposes
□ Applicable √ Inapplicable
There was no such situation of the Company during the reporting period.
23
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
V. Explanation by the Board of Directors, the Supervisory Committee and the Independent
Directors (if any) about the “non-standard audit report” issued by the CPAs firm for the
reporting period
□ Applicable √ Inapplicable
VI. Explanation of the changes of the accounting policy, the accounting estimates and the
accounting methods compared to the last financial report
□ Applicable √ Inapplicable
There was no such situation of the Company during the reporting period.
VII. Explain retrospective restatement due to correction of significant accounting errors in
the reporting period
□ Applicable √ Inapplicable
There was no such situation of the Company during the reporting period.
VIII. Explain change of the consolidation scope as compared with the financial reporting of
last year
□ Applicable √ Inapplicable
There was no such situation of the Company during the reporting period.
IX. Particulars about engagement and disengagement of CPAs firm
CPAs firm engaged at present
Name of domestic CPAs firm Ruihua CPAs (LLP)
Remuneration for domestic CPAs firm for the reporting
58
period (RMB Ten Thousand Yuan)
Consecutive years of the audit services provided by
3
domestic CPAs firm
Name of domestic CPAs firm Cai Xiaodong, Wang Huansen
Name of overseas CPAs firm N/A
Remuneration for overseas CPAs firm for the reporting
0
period (RMB Ten Thousand Yuan)
Consecutive years of the audit services provided by
N/A
overseas CPAs firm
Name of overseas CPAs firm N/A
Reengage the CPAs firm at current period or not?
□ Yes √ No
Particulars on engaging the audit firm for the internal control, financial adviser or sponsor
√ Applicable □ Inapplicable
During the reporting period, the Company engaged Ruihua CPAs (LLP) to provide internal control
audit service with the service expeditures of RMB0.25 million.
X. Particulars about trading suspension and termination faced after the disclosure of annual
report
□ Applicable √ Inapplicable
24
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
XI. Bankruptcy and reorganization
□Applicable √ Inapplicable
There was no such situation of the Company during the reporting period.
XII. Significant lawsuit or arbitration
√ Applicable □ Inapplicable
Lawsuit
Whether Situation of
Basic amount Process of
form into execution of
situation of (RMB lawsuit Trial results and influences Disclosure Disclosure
estimate judgment of
lawsuit Ten (arbitratio of lawsuit (arbitration) date index
d lawsuit
(arbitration) Thousan n)
liabilities (arbitration)
d)
① Business Tourism
Company had to pay for the
compensation RMB36,620 The applicant
Xi’an thousand and the relevant has received
Project interest (from 14 Sept. 1998 RMB 15.20
Lawsuit to the payment day) to Xi’an million. Now
(For details, Fresh Peak Company within Business
see “Notes one month after the Tourism
X”—“Conti judgment entering into force. Company has
ngent If the Business Tourism no executable
2015
Events”—“1 Company failed to pay in properties
time, it had to pay double and Semi-annua
. Contingent In Xi’an 29 Aug.
2,100 No l Report on
liabilities execution debt interests to Xi’an Fresh Joint 2015
www.cninf
due to Peak Company for the Commission
o.com.cn
pending overdue period; ② Xi’an on Commerce
lawsuits or Joint Commission on has been
arbitrations, Commerce had jointly and refusing to
as well as severally obligation of the execute the
the financial interests of the ruling. It is
influence compensation; .③ Business difficult to
thereof”.) Tourism Company shall bear recover the
RMB227,500 of the rest.
acceptance fee and the
security fee.
Luofu Hill
project
Lawsuit
(For details, ① Luofu Hill Tourism Because the
see “Notes Company has paid back state-owned
X”—“Conti RMB9.6 million; ② land resource
ngent Luofushan Administration administratio 2015
Events”—“1 Committee had to undertake n cannot
Semi-annua
. Contingent In one third of the debts which work out the 29 Aug.
960 No l Report on
liabilities execution Luofushan Tourism was planning key 2015
www.cninf
due to unable to repay; ③ Luofu points for the o.com.cn
pending Hill Tourism Company shall sealed
lawsuits or bear RMB167,700 of the land, the land
arbitrations, case acceptance fee and the cannot be
as well as security fee. auctioned.
the financial
influence
thereof”.)
25
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
XIII. Punishment and rectification
□ Applicable √ Inapplicable
No such cases in the reporting period.
XIV. Honesty situations of the Company, its controlling shareholders and actual controller
□ Applicable √ Inapplicable
XV. List of the execution of the stock incentive plan, ESOP, or other Staff incentives
□ Applicable √ Inapplicable
No such cases in the reporting period.
26
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
XVI. Significant related-party transactions
1. Related-party transactions relevant to routine operation
√ Applicable □ Inapplicable
Transa Settle
Pricing Approve
ction Wheth ment
Type Conten princip Propor d
amoun er metho
of the t of the le of tion in transacti Simila
Transa t exceed d of Disclo
Related Relation related related- the same on quota r Disclosure
ction (RMB the the sure
party ship -party party related kind of (RMB market index
price Ten approv related date
transac transac -party transac Ten price
Thous ed -party
tion tion transac tions Thousan
and quota transac
tion d Yuan)
Yuan) tion
Shenzhe
Shenzhe n 2014
n Jianan Zhenton Negoti Bank 28 Annual
Constr 1 Jun.
Group g ated - 707.22 1.36% 707.22 No transfe - Mar. Report on
uction 2012
Co., Engineer price r 2015 www.cninf
Ltd. ing Co., o.com.cn
Ltd.
Total -- -- 707.22 -- 707.22 -- -- -- -- --
Details of large amount of sales returns N/A
As for the prediction on the total amount of routine
related-party transactions to be occurred in the
Inapplicable
reporting period by relevant types, the actual
performance in the reporting period (if any)
Reason for significant difference between the
Inapplicable
transaction price and the market price (if any)
2. Related-party transactions regarding purchase and sales of assets
□ Applicable √ Inapplicable
No such cases in the reporting period.
3. Related-party transactions common external investment
□ Applicable √ Inapplicable
No such cases in the reporting period.
4. Credits and liabilities with related parties
□ Applicable √ Inapplicable
No such cases in the reporting period.
5. Other significant related-party transactions
□ Applicable √ Inapplicable
No such cases in the reporting period.
27
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
XVII. Significant contracts and their execution
1. Trusteeship, contracting and leasing
(1) Trusteeship
□ Applicable √ Inapplicable
No such cases in the reporting period.
(2) Contract
□ Applicable √ Inapplicable
No such cases in the reporting period.
(3) Lease
□ Applicable √ Inapplicable
No such cases in the reporting period.
2. Significant guarantees
√ Applicable □ Inapplicable
(1) Guarantees provided by the Company
Unit: RMB Ten Thousand Yuan
Guarantees provided by the Company and its subsidiaries for external parties (excluding those for subsidiaries)
Disclosure date Guarante
Actual
of relevant Amount Actual e for a
Guaranteed occurrence Type of Period of Execute
announcement for guarantee related
party date (date of guarantee guarantee d or not
on the guarantee guarantee amount party or
agreement)
amount not
Total external guarantee line approved during Total actual occurred amount of external
0 0
the reporting period (A1) guarantee during the reporting period (A2)
Total external guarantee line that has been Total actual external guarantee balance at the
0 0
approved at the end of the reporting period (A3) end of the reporting period (A4)
Guarantees provided by the Company for its subsidiaries
Disclosure date Guarant
Actual
of relevant Amount Actual ee for a
Guaranteed occurrence Type of Period of Executed
announcement for guarantee related
party date (date of guarantee guarantee or not
on the guarantee guarantee amount party or
agreement)
amount not
Shantou
SEZ,
Wellam Joint
FTY, 31 Oct. 2012 13,000 17 Apr. 2013 0 liability 3 years Yes Yes
Building guarantee
Developmen
t Co., Ltd.
Total guarantee line approved for the 0 Total actual occurred amount of guarantee for 0
28
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
subsidiaries during the reporting period (B1) the subsidiaries during the reporting period
(B2)
Total guarantee line that has been approved for Total actual guarantee balance for the
the subsidiaries at the end of the reporting 0 subsidiaries at the end of the reporting period 0
period (B3) (B4)
Guarantees provided by the subsidiaries for its subsidiaries
Disclosure date Guarante
Actual
of relevant Amount Actual e for a
Guaranteed occurrence Type of Period of Execute
announcement for guarantee related
party date (date of guarantee guarantee d or not
on the guarantee guarantee amount party or
agreement)
amount not
Total actual occurred amount of guarantee for
Total guarantee line approved for the
0 the subsidiaries during the reporting period 0
subsidiaries during the reporting period (C1)
(C2)
Total guarantee line that has been approved for Total actual guarantee balance for the
the subsidiaries at the end of the reporting 0 subsidiaries at the end of the reporting period 0
period (C3) (C4)
Total guarantee amount provided by the Company (total of the above-mentioned three kinds of guarantees)
Total guarantee line approved during the Total actual occurred amount of guarantee
0 0
reporting period (A1+B1+C1) during the reporting period (A2+B2+C2)
Total guarantee line that has been approved at
Total actual guarantee balance at the end of the
the end of the reporting period 0 0
reporting period (A4+B4+C4)
(A3+B3+C3)
Proportion of total guarantee amount (A4+B4+C4) to
0.00%
the net assets of the Company
Of which:
Amount of guarantee for shareholders, actual controller
0
and related parties (D)
Amount of debt guarantee provided for the guaranteed
party whose asset-liability ratio is not less than 70% 0
directly or indirectly (E)
Part of the amount of the total guarantee over 50% of net
0
assets (F)
Total amount of the above three guarantees (D+E+F) 0
The Company needed to provide the mortgage loan
Explanation on the occurred warranty liability or
guarantees for the bank for the commercial residential
possible bearing joint responsibility of liquidation due to
building purchasers and up to 31 Dec. 2015, the
immature guarantee (if any)
unsettled guaranteed amount was of RMB44.87 million.
Explanation on provision of guarantees for external
N/A
parties in violation of the prescribed procedure (if any)
Explanation on particulars about the guarantees by complex ways:
The Company belongs to the property industry and according to the relevant regulations of the People’s Bank of
China, the developers must provide the mortgage loan guarantees for the home buyers, and the guarantee that the
Company recently provided for the home buyers was the phased joint guarantee with the period from the date
when the bank released the loans to the date when the home buyers completed the real estate license. If during the
above guarantee period, the home buyers didn’t execute the debtor responsibility, the Company has the right to
recover the sold property and the guarantee would not cause any actual loss for the Company.
(2) Illegal external guarantee
□ Applicable √ Inapplicable
There was no such situation.
29
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
3. Cash assets management entrustment
(1) Wealth management entrustment
□ Applicable √ Inapplicable
There was no such situation.
(2) Entrustment loans
□ Applicable √ Inapplicable
There was no such situation.
4 Other significant contracts
□ Applicable √ Inapplicable
There was no such situation.
XVIII. Other significant events
□ Applicable √ Inapplicable
There was no such situation.
XIX. Significant events of subsidiaries
□ Applicable √ Inapplicable
XX. Social responsibilities
√ Applicable □ Inapplicable
The Company paid attention on the execution of the social responsibilities and positively protect the
legal interets of the stakeholders such as the creditors, employees, customers, suppliers and
community as well as executed the social responsibilities. During the reporting period, the
Company organized the volunteer team and the party member volunteer service team and positively
developed the volunteer service and the party member volunteer service activities; to insist on
developing the donation activity of “Municipal State-owned Enterprises Arm in Arm, Love and
Assis Heart to Heart” to release the condolence payments to the party members in difficulties, the
staffs and the staffs in hospital owning to illness, and to denote the money as well as clothes to the
Hujing Community, Luohu Districts etc; to positively develop the interest teams activities such as
the badminton, table tennis, mountain climbing and basketball as well as the activities of the health
knowledge lectures. During the reporting period, the Company gained the title of “2014 Best
High-integrity Enterprise of Guangdong Province”.
Does the listed company or its subsidiaries belong to the heavily polluting industries stipulated by the
environmental protection authorities of the country?
□ Yes √ No
30
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Whether issue social responsibility report or not?
□ Yes √ No
XXI. Corporation bonds
Whether existing corporation bonds public issued and listed in Stock Exchange and maturity or maturity but not
fully paid on the approval report date of annual report
No
31
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section VI Share Changes & Particulars about the Shareholders
I. Changes in shares
I. Changes in shares
Unit: share
Before the change Increase/decrease (+/-) After the change
Capitaliz
Newly
Proporti Bonus ation of Proporti
Amount issue Other Subtotal Amount
on shares public on
share
reserves
I. Restricted shares 0 0.00% 0 0 0 0 0 0 0.00%
1.Shares held by the state 0 0.00% 0 0 0 0 0 0 0.00%
2. Shares held by
0 0.00% 0 0 0 0 0 0 0.00%
state-own Legal-person
3. Shares held by other
0 0.00% 0 0 0 0 0 0 0.00%
domestic investors
Among which: shares
held by domestic legal 0 0.00% 0 0 0 0 0 0.00%
person
Shares held by
0 0.00% 0 0 0 0 0 0 0.00%
domestic natural person
4. Shares held by
0 0.00% 0 0 0 0 0 0.00%
foreign investment
Among which: shares
held by oversea legal 0 0.00% 0 0 0 0 0 0 0.00%
person
Shares held by
0 0.00% 0 0 0 0 0 0 0.00%
oversea natural person
II. Shares not subject to 1,011,66 1,011,66 100.00
100.00% 0 0 0 0 0
trading moratorium 0,000 0,000 %
891,660, 891,660,
1. RMB ordinary shares 88.14% 0 0 0 0 0 88.14%
000 000
2. Domestically listed 120,000, 120,000,
11.86% 0 0 0 0 0 11.86%
foreign shares 000 000
3. Oversea listed foreign
0 0.00% 0 0 0 0 0 0 0.00%
shares
4. Other 0 0.00% 0 0 0 0 0 0 0.00%
1,011,66 1,011,66 100.00
III. Total shares 100.00% 0 0 0 0 0
0,000 0,000 %
Reason for the change in shares
□ Applicable √ Inapplicable
Approval of the change in shares
□ Applicable √ Inapplicable
Reason for the change in shares
□ Applicable √ Inapplicable
Effects of the change in shares on the basic EPS, diluted EPS, net assets per share attributable to common
32
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
shareholders of the Company and other financial indexes over the last year and last period
□ Applicable √ Inapplicable
Other contents that the Company considered necessary or were required by the securities regulatory authorities to
disclose
□ Applicable √ Inapplicable
2. Changes in restricted shares
√ Applicable □ Inapplicable
Unit: share
Number Number Increase Number
Name of of of number of
sharehold opening unlocked of closing Reason Date of unlocked
er restricted restricted restricted restricted
share shares share share
The settlement Company did not unlock the
restricted shares, in line with the relevant
Share held by
regulations of decrease of shareholding by
Senior
Qiu Lihua 0 0 45,382 0 directors and supervisors issued by CSRC,
Executives
1,250 shares of restricted share was unlocked
relatives
on 8 Jan. 2016, and 10,096 shares unlocked on
9 Jan. 2016.
Deng Share held by
2,500 shares of restricted share was unlocked
Kangchen 0 0 10,000 7,500 Senior
on 8 Jan. 2016
g Executives
Share held by
Zhuang 20,000 shares of restricted share was unlocked
0 0 80,000 60,000 Senior
Quan on 9 Jan. 2016
Executives
The settlement Company did not unlock the
Share held by restricted shares, in line with the relevant
Wang Senior regulations of decrease of shareholding by
0 0 10,000 0
Xiulan Executives directors and supervisors issued by CSRC,
relatives 2,500 shares of restricted share was unlocked
on 1 Jan. 2016.
Total 0 0 145,382 67,500 -- --
II. Issuance and listing of securities
1. Issuance of securities (excluding preferred stock) in reporting period
□ Applicable √ Inapplicable
2. Explanation on changes in share capital & the structure of shareholders, the structure of assets and
liabilities
□ Applicable √ Inapplicable
33
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
3. Existent shares held by internal staffs of the Company
□ Applicable √ Inapplicable
III. Particulars about the shareholders and actual controller
1. Total number of shareholders and their shareholding
Unit: share
Total number of Total number of preferred
Total number of
Total number of shareholders on the stockholder with vote right
preferred
shareholders at 30th trading day restored on the 30th trading
71,731 76,765 stockholder with 0 0
the reporting before the disclosure day before the disclosure
vote right
period date of the annual date of the annual
restored( if any)
report report( notes 8)
Shareholding of shareholders holding more than 5% shares
Number Pledged or frozen shares
Increase Number of
Number of of shares
and shares
shareholdin held
Holding decrease held not
Name of Nature of g at the end subject
percenta of shares subject to Status of
shareholder shareholder of the to Amount
ge (%) during trading shares
reporting trading
reporting moratoriu
period moratori
period m
um
Shenzhen
Investment State-owned 642,884,26 642,884,2
63.55% 0 0
Holdings Co., corporation 2 62
Ltd
Domestic
Tang Yidan 0.82% 6,350,000 0 0 6,350,000
individual
Century Domestic
Securities Co., non-state-owne 0.43% 4,411,700 0 0 4,411,700
Ltd. d corporation
Domestic
Lu Zhigao 0.38% 4,241,449 0 0 4,241,449 Pledged 2,724,402
individual
Domestic
Zhou Qijia 0.34% 2,339,009 0 0 2,339,009
individual
Domestic
Chen Jianxin 0.18% 2,216,700 0 0 2,216,700
individual
CCB -Huafu
Competitiveness
Domestic
Selected Mixed
non-state-owne 0.14% 1,430,000 0 0 1,430,000
Type
d corporation
Open-Ended
Fund
Lion Fund
-CCB -China
Life Insurance
-Lion Fund Domestic
Stock Mixed non-state-owne 0.12% 1,275,400 0 0 1,275,400
Type Fund d corporation
Entrusted by
China Life
Insurance
34
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Domestic
Xu Yiqiao 0.11% 1,234,100 0 0 1,234,100
individual
Central Huijin
Asset State-owned
0.11% 1,165,500 0 0 1,165,500
Management corporation
Co., Ltd.
Strategic investors or the general
legal person due to the placement
N/A
of new shares become the top 10
shareholders (if any) (notes 3)
No related parties or acting-in-concert parties as defined in the Information
Explanation on associated
Administration Measures for Shareholding Changes in Listed Companies are
relationship or/and persons
found among the shareholders above.
Particulars about shares held by top 10 shareholders not subject to trading moratorium
Number of shares held not Type of share
Name of shareholder subject to trading moratorium
Type of share Amount
at the end of the period
Shenzhen Investment Holdings Co., Ltd 642,884,262 RMB ordinary shares 642,884,262
Tang Yidan 6,350,000 RMB ordinary shares 6,350,000
Century Securities Co., Ltd. 4,411,700 RMB ordinary shares 4,411,700
Lu Zhigao 4,241,449 RMB ordinary shares 4,241,449
Zhou Qijia 2,339,009 RMB ordinary shares 2,339,009
Chen Jianxin 2,216,700 RMB ordinary shares 2,216,700
CCB -Huafu Competitiveness Selected
1,430,000 RMB ordinary shares 1,430,000
Mixed Type Open-Ended Fund
Lion Fund -CCB -China Life Insurance
-Lion Fund Stock Mixed Type Fund 1,275,400 RMB ordinary shares 1,275,400
Entrusted by China Life Insurance
Xu Yiqiao 1,234,100 RMB ordinary shares 1,234,100
Central Huijin Asset Management Co.,
1,165,500 RMB ordinary shares 1,165,500
Ltd.
Explanation on associated relationship
among the top ten shareholders of
tradable share not subject to trading
No related parties or acting-in-concert parties as defined in the
moratorium, as well as among the top
Information Administration Measures for Shareholding Changes in Listed
ten shareholders of tradable share not
Companies are found among the shareholders above.
subject to trading moratorium and top
ten shareholders, or explanation on
acting-in-concert
Particular about shareholder participate The 2nd and 5th shareholders hold all of their shares in the Company in a
in the securities lending and borrowing credit securities account, and the 4th shareholder holds part of his shares in
business ( if any) the Company in such an account.
Whether the shareholders of a company conducted the transaction of repurchase under the agreement during the
reporting period
□ Yes √ No
There were no shareholders of a company conduct the transaction of repurchase under the agreement during the
reporting period.
2. Particulars about the controlling shareholder
Nature of controlling shareholder: Local state-controlled
Type of controlling shareholder: legal person
Name of Legal representative / Date of Organization
Business scope
controlling company principal establishment code
35
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
shareholder
State-owned equity investment
SHENZHEN and management, the
INVESTMENT government allocation of land
Xiong Peijin 13 Oct. 2004 76756642-1
HOLDINGS CO., development and management
LTD and strategic emerging industry
investment and service.
SWY (000011): with a total of 379,740,000shares held and shareholding proportion of
Shares held by 63.72%;
the controlling SFZ (000045): with a total of 234,069,000 shares held and shareholding proportion of
shareholder in 46.21%;
other listed SSB (000019): with a total of 48,170,000 shares held and shareholding proportion of 14%;
companies by STD (000023): with a total of 14,790,000 shares held and shareholding proportion of 10.66%;
holding or ZGPA (601318): with a total of 962,720,000 shares held and shareholding proportion of
shareholding 5.27%;
during the Guotai Junan (601211): with a total of 624,070,000 shares held and shareholding proportion
reporting period of 8.18%;
E-top (834386): with a total of 42,000,000shares held and shareholding proportion of 60%;
Change of the controlling shareholder during the reporting period
□ Applicable √ Inapplicable
The controlling shareholder did not change during the reporting period
3. Particulars about actual controller
Nature of actual controllers: local state-owned assets management institutions
Type of actual controller: legal person
Legal
Name of the actual representative / Date of
Organization code Business scope
controller company establishment
principal
Perform the responsibilities
Shenzhen State-owned
of investor on behalf of the
Assets Supervision and
Gao Zimin 1 Aug. 2004 K3172806-7 state, and supervise and
Administration
manage the authorized
Commission
state-owned assets legally.
Equity of shareholding and
participating shares of In addition to the Company controlling shareholder - Shenzhen Investment Holding
actual controllers in other Co., Ltd. Other domestic and overseas listed companies whose equity held by the
domestic and foreign listed actual controllers did not rank among the top ten shareholders of the Company
company during the before.
reporting period
Change of the actual controller during the reporting period
□ Applicable √ Inapplicable
The actual controller did not change during the reporting period
The ownership and controlling relationship between the actual controller of the Company and the Company is
detailed as follows:
36
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Shenzhen State-owned Assets Supervision and
Administration Commission
Shenzhen Investment Holdings Co., Ltd.
The Company
The actual controller controls the Company via trust or other ways of asset management
□ Applicable √ Inapplicable
4. Particulars about other corporate shareholders with shareholding proportion over 10%
□ Applicable √ Inapplicable
5. Particulars about restriction of reducing holding-shares of controlling shareholders, actual controller,
restructuring parties and other commitment entities
□ Applicable √ Inapplicable
37
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section VII Preference Shares
□ Applicable √ Inapplicable
There was no preferred stock during reporting period.
38
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section VIII Directors, Supervisors, Senior Management Staff &
Employees
I. Changes in shareholding of directors, supervisors and senior management staff
Amount Amount
Shares of of Shares
Other
Beginni Ending held at shares shares held at
changes
Current/ ng date date of the increase decrease the
Name Position Gender Age increase
former of office office year-beg d at the d at the year-beg
/decreas
term term in reportin reportin in
e
(share) g period g period (share)
(share) (share)
Chairma
Zhou 17 Apr. 16 Apr.
n of the Current Male 60 0 0 0 0
Jianguo 2012 2015
Board
General
Chen
Manage 17 Apr. 16 Apr.
Maozhe Current Male 51 0 0 0 0
r and 2012 2015
ng
Director
Zhuang Supervis 17 Apr. 16 Apr.
Current Male 60 0 80,000 0 0 80,000
Quan or 2012 2015
Deng
17 Apr. 16 Apr.
Kangch Director Current Male 49 0 10,000 0 0 10,000
2012 2015
eng
17 Apr. 16 Apr.
Wen Li Director Current Female 46 0 0 0 0
2012 2015
Jiang 17 Apr. 16 Apr.
Director Current Female 51 0 0 0 0
Lihua 2012 2015
CFO
Zhang 17 Apr. 16 Apr.
and Current Male 47 0 0 0 0
Lei 2012 2015
Director
Liu Indepen
15 Oct. 14 Oct.
Quanmi dent Current Male 51 0 0 0 0
2010 2016
n director
Indepen
Song 15 Oct. 14 Oct.
dent Current Male 47 0 0 0 0
Botong 2010 2016
director
Zhang Indepen
23 Apr. 22 Apr.
Shunwe dent Current Male 49
2014 2017
n director
Wang Supervis 17 Apr. 16 Apr.
Current Female 51 0 0 0 0
Xiuyan or 2012 2015
Supervis 17 Apr. 16 Apr.
Li Yufei Current Female 37 0 0 0 0
or 2012 2015
Xiong
Supervis 17 Apr. 16 Apr.
Xingnon Current Male 59 0 0 0 0
or 2012 2015
g
Shi
Supervis 17 Apr. 16 Apr.
Chunron Current Male 59 0 0 0 0
or 2012 2015
g
Teng Vice Current Male 58 17 May 16 May 0 0 0 0
39
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Xianyou GM 2012 2015
Wei Vice 28 Sept. 16 May
Current Female 49 0 0 0 0
Hanping GM 2012 2015
Tang
Vice 22 Oct. 16 May
Xiaopin Current Male 45 0 0 0 0
GM 2013 2015
g
Chairma
n 17 May 16 May
Chen Ji Current Male 44 0 0 0 0
Secretar 2012 2015
y
Total -- -- -- -- -- -- 0 90,000 0 0 90,000
II. Particulars about changes of Directors, Supervisors and Senior Executives
Name Position Type Date Reason
III. Resumes of important personnel
Main working experience of current directors, supervisors and senior management staff
1. Zhou Jianguo: he was once the Vice GM of Shenzhen Investment Holdings Co., Ltd. And he has
been the Secretary of the Party Committee and Chairman of the Board of the Company since Feb.
2009.
2. Chen Maozheng: he once was the Vice GM, Vice Secretary of the Party Committee, Director GM of Shenzhen
City Construction Development (Group) Co. Ltd. And he has been the Vice Secretary of the Party Committee and
Director as well as GM of the Company since Oct. 2009.
3. Zhuang Quan: he once was Chairman of the Supervisory Committee of Shenzhen Shenfubao Group Co., Ltd..
He has been the Chairman of the Supervisory Committee of the Company since Apr. 2012.
4. Deng Kangcheng: he was once deputy director, director of the Office of Shenzhen Investment Holdings Co.,
Ltd., and supervisor of the Company. And he has been director, Vice Secretary of CPC and Secretary in
Discipline Inspection Committee of the Company since Feb. 2009.
5. Zhang Lei: he was once the CFO and Secretary to the Board of SDIC ZHONGLU FRUIT Co., Ltd. And he has
been the Director and CFO of the Company since Oct. 2010.
6. Liu Quanmin: he ever worked as the full-time lawyer of Shaanxi Hengda Law Firm, and the partner and
licensed lawyer of Guangdong Shenyatai Law Firm. Now he is the director of the center for real estate investment
and financing in Shenzhen Yingke law firm, He has been the independent director of the Company since Oct.
2010.
7. Song Botong: he ever took posts of Deputy Chief of Civil Engineering Department in College of Architecture
and Civil Engineering and Chairman of Labor Union of Shenzhen University. Now he acts as Standing Deputy
Director of Research Center for Real Estate of Shenzhen University. He has been the Independent Director of the
Company since Oct. 2010.
8. Zhang Shunwen: he acted as Director of the Shenzhen Juyuan Certified Public Accounting, now he acts as
partner of BDO China Shu Lun Pan Certified Public Accountants LLP. He acts as Independent Directors of the
Company since Apr. 2014.
9. Wen Li: she once worked as the Vice Chief of the Investment and Development Department, Vice Director of
Management Center for Construction Project of Shenzhen Investment Holdings Co., Ltd. And she has been the
Director of the Company since Sept. 2006.
40
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
10. Jiang Lihua: she once was the Vice Manager, Manager and Vice Chief of the Finance Department of
Shenzhen Investment Holdings Co., Ltd. And she has been acting as Director of the Company since Feb. 2009.
11. Wang Xiuyan: she once was the Audit Project Manager of the Audit Department of Shenzhen Investment
Holdings Co., Ltd. and vice minister of ministry of audit and risk management and she has been acting as
Supervisor of the Company since Feb. 2009.
12. Xiong Xingnong: he once was the Secretary of the Supervisory Committee and Deputy Manager of Audit
Supervisory Department of the Company. And he has been taking the post of Supervisor of the Company since
Jun. 2004.
13. Shi Chunrong: he ever worked as the Director to Office for Discipline Supervision & Investigation, Manager
of Property Operation Department, Director of work departments of the Party Committee and Discipline
Inspection Commission in SPG. Now he acts as Vice Secretary of the Discipline Inspection Commission, Member
of CPC Committee, Director of Party-Masses Work Department and Vice Chairman of Labor Union in the
Company. He has been the Supervisor of the Company since Feb. 2009.
14. Li Yufei: she ever worked as the Assistant Manager of the Investment Department and Assistant Manager &
Vice Manager of Assets Management Centre as well as Senior Management Staff of Enterprise Dept. I in
Shenzhen Investment Holdings Co., Ltd. And she has been the Supervisor of the Company since Apr. 2012.
15. Teng Xianyou: he once was the Assistant GM and Vice GM of Shenzhen Tonge Group Co., Ltd., and
concurrently as GM of Shenzhen Municipal Engineering Corp. And he has been Vice GM of the Company since
Dec. 2009.
16. Wei Hanping: he ever worked as the Manager of the Leasing Operation Department in Shenzhen City
Construction Development (Group) Co. and the Manager of Cost Control Department of the Company. And he
has been the Vice GM of the Company since Sept. 2012.
17. Tang Xiaoping: he ever act as CFO of Shenzhen HRD Assets Management Company, minister of Financial
Operations Management Department of Shenzhen Foreign Labor Service Co., Ltd. Legal representative, the
executive director of the Shenzhen Foreign Affairs Service Center, and financing plan department manager of the
Company. Since 22 Dec. 2013 he acts as deputy GM of the Company.
18. Chen Ji: he once was the Director of the CPC Office of Shenzhen City Construction Investment Development
Company. And he has been the Secretary to the Board and Director of the Secretariat of Board of the Company
since Dec. 2002.
Post-holding in shareholder units
√ Applicable □ Inapplicable
Name of the Receives
Ending date
person holding Name of the shareholder Position in the Beginning date payment from
of office
any post in any unit shareholder unit of office term the shareholder
term
shareholder unit unit?
SHENZHEN Minister of the 1
Wen Li INVESTMENT department of the 1 Apr. 2013 Yes
HOLDINGS CO., LTD enterprise
SHENZHEN The minister of
Jiang Lihua INVESTMENT inspection distribution 1 Apr. 2015 Yes
HOLDINGS CO., LTD department
SHENZHEN Vice minister of
Wang Xiuyan INVESTMENT ministry of audit and 1 May 2013 Yes
HOLDINGS CO., LTD risk management
SHENZHEN Senior director of the
Li Yufei INVESTMENT 2 department of the 1 Jul. 2015 Yes
HOLDINGS CO., LTD enterprise
Notes to Naught
41
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
post-holding in
shareholder units
Post-holding in other units
√ Applicable □ Inapplicable
Name of the
person Receives
Beginning
holding any Position in Ending date of payment from
Name of other unit date of office
post in any other unit office term the shareholder
term
shareholder unit?
unit
Investment and Financing Center of Director,
Liu Quanmin Real Estate and Energy of Beijing practicing 1 Jun. 2013 Yes
Yingke Law Firm (Shenzhen) lawyer
Infrastructure Department of
Song Botong Director 1 Mar. 2013 Yes
Shenzhen University
Zhang BDO China Shu Lun Pan Certified
Partner 1 Mar. 2008 Yes
Shunwen Public Accountants LLP.
Notes to
post-holding Naught
in other units
Particulars about the Company's current directors, supervisors and senior executives ‘punishments from Securities
Regulatory Institution of recent three years in reporting period
□ Applicable √ Inapplicable
IV. Remuneration for directors, supervisors and senior management
Decision-making procedure, determining basis and actual payment for the remuneration of directors, supervisors
and senior management
It was executed according to the procedures stipulated in the Interim Measures for the Administration of Human
Resources of the Company.
Their remuneration was decided in accordance with the Interim Provisions of the Annual Salary System for
Managers of the State-owned Enterprises in Shenzhen and spirit of relevant documents as well as the Interim
Measures for the Administration of Human Resources of the Company.
The Directors Jiang Lihua and Wen Li, and the Supervisor Wang Xiuyan and Li Yufei took posts in the
shareholders’ units without drawing remuneration from the Company.
With review and approval of the Shareholders’ General Meeting 2014 convened on 23 Apr. 2014, allowance for
each independent director was adjusted to RMB7,000 (tax included) per month since May. 2014. Besides, they
received no other rewards from the Company.
The Company paid their remuneration monthly according to relevant systems for remuneration management of
the Company.
Remuneration of the directors, supervisors and senior management of the Company during the reporting period is
as follow:
Unit: RMB Thousand Yuan
Whether
Total gained
before-tax remuneration
Name Position Gender Age Current/former remuneration from the
gained from related parties
the Company of the
Company
Zhou Jianguo Chairman of Male 60 Current 90.18 No
42
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
the Board
General
Chen
Manager and Male 51 Current 86.88 No
Maozheng
Director
Zhuang Quan Supervisor Male 60 Current 44 No
Deng
Director Male 49 Current 71.27 No
Kangcheng
Wen Li Director Female 46 Current 0 Yes
Jiang Lihua Director Female 51 Current 0 Yes
CFO and
Zhang Lei Male 47 Current 43 No
Director
Independent
Liu Quanmin Male 51 Current 8.4 No
director
Independent
Song Botong Male 47 Current 8.4 No
director
Zhang Independent
Male 49 Current 8.4 No
Shunwen director
Wang Xiuyan Supervisor Female 53 Current 0 Yes
Li Yufei Supervisor Female 37 Current 0 Yes
Shi Chunrong Supervisor Male 59 Current 46.28 No
Xiong
Supervisor Male 59 Current 35.85 No
Xingnong
Teng Xianyou Vice GM Male 58 Current 71.27 No
Wei Hanping Vice GM Female 49 Current 71.27 No
Tang Xiaoping Vice GM Male 45 Current 71.27 No
Chairman
Chen Ji Male 44 Current 46.28 No
Secretary
Total -- -- -- -- 702.75 --
Situations of equity incentives awarded to the directors, supervisors and senior management of the Company
during the reporting period
□ Applicable √ Inapplicable
V. About employees
1. Number of employee, professional structure and education
Amount of the incumbent employees of the Company 125
Amount of the incumbent employees of the main
1,660
subsidiaries
Total amount of the incumbent employees 1,785
Total number of employees accepted salaries(person) 1,785
Number of retirees whose retirement pension shall be
441
borne by the Company and the main subsidiaries
Professional structure
Category Number
Production personnel 1,163
Sales personnel 71
Technicians 434
Financial personnel 49
Administrative personnel 68
Total 1,785
Education
Category Number
43
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Doctoral candidate 1
Master Degree Candidate 27
Bachelor 150
Junior college 241
Technical secondary school 151
High school or below 1,215
Total 1,785
Remuneration policy
The vice GM and management personnel above conducted annual salary system, other employees
conducted contacting the performance with the benefit salary system.
Training plan
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. Particulars about labor outsourcing
□ Applicable √ Inapplicable
Total labor hours of labor outsourcing (hour)
Total remuneration paid for labor outsourcing (RMB)
Note: If the labor outsourcing is large, the Company shall disclose the total labor hours and total remuneration for
labor outsourcing.
44
2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section IX Corporate Governance
I. Basic details of corporate governance
In the reporting period, the Company strictly accorded with requirements of Company Law,
Securities Law, Code of Corporate Governance of Listed Companies and other laws and statutes,
continuously perfected its corporate governance, and standardized its operation. The actual situation
of corporate governance was in line with the requirements of the relevant normative documents.
The operating mechanism, of which the Board of Directors made decisions, the management team
took execution, and the Supervisory Committee implemented supervision.
(I) Preparations and holding of shareholders’ general meeting and disclosure of resolution of the
meetings were normatively in line with Articles of Association and Rules for Procedure of the
Shareholders’ General Meeting; all shareholders were on an equal position and could fully exercise
their legal rights.
(II) Directors and the Board of Directors: power of decision-making was exercised normatively;
preparations, holding and disclosure of resolution of the Board sessions were normatively in line
with the Articles of Association and Rules of Procedure for the Board of Directors; Special
committees concerning strategy, audit, nomination, remuneration and appraisal under the Board can
operate positively and effectively; all directors performed their obligations in an honest and
diligence manner.
(III) Supervisors and the Supervisory Committee: structure of the Supervisory Committee was
reasonable. The Supervisory Committee conducted the supervision and inspection for the
significant events of the Company strictly in accordance with the Rules for Procedure of the
Supervisory Committee, and exercised its supervision right effectively and brought its supervision
function into fully play.
(IV) Manager level: the manager level of the Company was fully responsible for the production and
management of the Company, performed their obligations in an honest and diligence manner.
Implemented the resolution of the Board , and acquired good achievement.
Whether it exists any difference between the corporate governance and the Company Law and relevant rules of
CSRC or not?
□ Yes √ No
There is no difference between the corporate governance and the Company Law and relevant rules of CSRC.
II. Particulars about the Company’s separation from the controlling shareholder in respect of
business, personnel, assets, organization and financial affairs
(I) In respect of business, the Company possessed independent production, supply and sales system;
(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 assets, the Company possessed independent and integrated assets and the property
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2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
of the Company is transparent.
(IV) In respect of organization, the Board of Directors and the Supervisory Committee operated
independently. There existed no superior-inferior relationship between the controlling shareholder
and its function department and the Company.
(V) 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.
III. Horizontal competition
□ Applicable √ Inapplicable
IV. Particulars about the annual shareholders’ general meeting and special shareholders’
general meetings held during the reporting period
Particulars about the shareholders’ general meeting in reporting period
Proportion of
Session Type investors' Convening date Disclosure date Index to the disclosed
participation
The Annual
The Annual Announcement on resolution
Shareholders’
Shareholder of 2014 annual shareholders’
General 63.59% 28 Apr. 2015 29 Apr. 2015
s’ General general meeting (Cninfo
Meeting of
Meeting website) www.cninfo.com.cn
2014
The First
Special Special Announcement on resolution
Shareholders’ Shareholder of 2015 first special meeting
63.55% 21 Sept. 2015 22 Sept. 2015
General s’ General of shareholders (Cninfo
Meeting for Meeting website) www.cninfo.com.cn
2015
Particulars about institution investors
Attendance times in shareholders’
Name of investors Number of directors attended
general meeting
2. Special Shareholders’ General Meeting applied by the preferred stockholder with restitution of voting
right
□ Applicable √ Inapplicable
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2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
V. Performance of the Independent Directors
1. Particulars about the independent directors attending the board sessions and the shareholders’ general
meetings
1. Particulars about the independent directors attending the board sessions
Sessions Non-attendanc
Attendance by
required to Entrusted e in person for
Independent Attendance in way of
attend during presence Absence rate two
director person telecommunic
the reporting (times) consecutive
ation
period times
Liu Quanmin 5 3 2 0 0 No
Song Botong 5 2 2 1 0 No
Zhang Shunwen 5 3 2 0 0 No
General meetings sat in on by
2
independent directors
Note to non-attendance in person for two consecutive times
N/A
2. Particulars about independent directors proposing objection on relevant events
Whether independent directors propose objection on relevant events or not?
□ Yes √ No
During the reporting period, no independent directors proposed any objection on relevant events of the Company.
3. Other explanations about the duty performance of independent directors
Whether advices to the Company from independent directors were adopted or not
√ Yes □ No
Explanation on the advices of independent directors for the Company being adopted or not adopted
N/A
VI. Performance of the Special Committees under the Board during the reporting period
During reporting period, there was no change in the relevant committees of the board of directors,
the committees actively, effectively work, providing powerful guarantee to the scientific
decision-making, the relevant situations are as follows:
(I) Performance of the Audit Committee of the Board
During the reporting period, the Audit Committee reviewed on the Company’s following issues:
Arrangement on the Annual Audit Work, Periodic Financial Report, Profit Distribution Plan,
Engagement of CPAs Firm, Written Submission of the Administration on CPAs Firm, Construction
of Internal Control, Fund Transfer Between Listed Companies and Related Parties and Guarantee
Events, etc.. Besides, it also kept full and necessary communication with the annual auditors of the
Company.
Upon the start of the audit for the 2013 Annual Report, the Audit Committee actively promoted the
progress of the audit work and conducted communication with the CPAs firm to determine the
arrangements for the audit. During the reporting period, the Audit Committee has convened three
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2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
sessions, reviewed the Company’s 2014financial statements for two times and the preliminary
auditing result issued by the annual auditors of the Company, as well as issued their opinions after
the review. The Audit Committee made the summary for the 2014 annual audit work as followings:
1. Review opinions issued concerning the Company’s 2014 Annual Financial Report
Based on their professional knowledge and experience, the members of Audit Committee reviewed
the 2014 Annual Financial Report prepared by the Company. In the reporting period, according to
relevant regulations of CSRC, the Audit Committee issued two review opinions on the annual
report.
After finishing formulating annual financial statements, the Audit Committee of the board of
directors carried out meticulous review. And the Audit Committee was of the opinion that:
According to the New Accounting Standards for Business Enterprises, the Company chose and
applied a proper accounting policy, with reasonable accounting estimates. The Company always
adopted a prudent attitude towards the changes of the accounting policy and estimates, with no such
cases as manipulating the changes of the accounting policy and estimates to adjust the profits. And
the financial report prepared by the Company was factual and reliable with complete contents.
After the preliminary audit opinion had been issued by the registered accountants on the Company’s
2014 Financial Report, the Audit Committee reviewed, for a second time, the financial report and
conducted discussions with the registered accountants. And they were of the same opinion that the
2014 Financial Report prepared by Ruihua Certified Public Accountants (Special General
Partnership) for the Company was in accordance with the requirements of the accounting standards
for business enterprises, factually and completely presenting the Company’s operating results and
cash flows in 2014and its financial position as at 31 Dec. 2014 in all major aspects.
2. The Committee’s supervising and urging the audit work of the CPAs firm
Before the audit, the Audit Committee formulated a comprehensive plan for the annual audit by
discussing and determining the scope and the schedule for the audit report with the existing CPAs
firm. Upon the presence of the audit team, the Committee communicated with the person in
charge of the audit project, learnt about the audit progress and the accountant’s concerns, and timely
offered the feedback to relevant departments of the Company, so as to make sure the progress of the
annual audit and information disclosure in accordance with the set plan.
3. Summary report on the 2015 annual audit conducted by Ruihua Certified Public Accountants
(Special General Partnership)
In accordance with stipulations on relevant work for 2015 annual report by CSRC and Shenzhen
Stock Exchange, the Company’s Audit Committee summarized the 2015 annual audit conducted by
Ruihua Accounting Firm (Special General Partnership) (hereinafter referred to as “Ruihua”) as
follows:
Considering that the Company employed RSM China as the audit institution of financial audit and
internal control audit, the financial audit and internal control audit would be conducted
synchronously.
(1) Preparation before the audit
① Formulation of the audit plan
The 2015 annual audit lasted from 5 Dec. 2015 to 29 Mar. 2016 as schedule.
Of which, the pre-audit and internal test lasted from 5 Dec. 2015 to 5 Jan. 2016; the substantial test
lasted from 6 Jan. 2016 to 5 Mar. 2016; the compilation of audit report, its re-check in CPAs firm
and formulation of first draft lasted from 6 Mar. 2016 to 10 Mar. 2016
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2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
② Review of the financial statements
Before the presence of the registered accountants for the annual audit, the Audit Committee
carefully reviewed the financial statements prepared by the Company and formed the relevant
written opinion.
(2) Audit process
From 5 Dec. 2015, the audit team from Ruihua conducted a thorough audit on the Company and its
subsidiaries. During the audit process, the Audit Committee, for several times, urged Ruihua to
closely follow the audit schedule and finish the audit on time. Ruihua submitted to the Audit
Committee the first draft of the Audit Report of the 2015 Annual Report on 10 March 2016, issued
preliminary audit opinions on financial accounting statements and internal control assessment. The
Audit Committee reviewed again the financial accounting statements and assessment report on
internal control after conducting preliminary audit and held the opinion that: the above statements
factually, accurately, completely demonstrated financial status and operation results of the Company
up to 31 Dec. 2015, and they approved the formation of 2015 Annual Report and Abstract on the
basis of the above statements; the above assessment report on internal control factually, accurately,
completely demonstrated construction results of internal control of the Company up to 31 Dec.
2015, and they approved the formation of assessment report on internal control and audit report on
internal control on the basis of the above report. On 29 March 2016, the final version of audit report
was issued. And this marked the end of the site audit conducted by Ruihua on the Company’s 2015
financial report.
(II) Performance of the Nomination, Remuneration and Evaluation Committee
The Remuneration and Appraisal Committee under the Board carefully examined the annual
remuneration of the Company’s directors, supervisors and senior executives disclosed in the 2015
Annual Report. And it was of the opinion that: the decision-making procedure concerning the
remuneration of the directors, supervisors and senior executives was in line with relevant
regulations; the standards for remuneration paid to the Company’s directors, supervisors and senior
executives complied with the remuneration system; and the remuneration disclosed in the 2015
Annual Report was factual and accurate.
VII. Performance of the Supervisory Committee
During the reporting period, the Supervisory Committee found whether there was risk in the Company in the
supervisory activity
□ Yes √ No
The Supervisory Committee has no objection on the supervised events during the reporting period.
In 2015, the supervisors in line with the Company Law and Article of Association, and under the
energetically support of board of directors, management team and lots of shareholders, actively
maintain the equity of shareholders and faithfully fulfill their duties of supervision.
(I) Performance of the Supervisory Committee
Conduct effective right of supervision in each kinds of resolution meeting. Focus on the enterprise
core assets operation and the usage of significant capital and compliance of significant engineering
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2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
projects, enforce and perfect the enterprise supervision and restraint mechanism and internal control
system, continue to perfect and curing the supervision system new pattern, integrated supervision
power, implement the joint conference system of supervision, which ensure the enterprise funds and
assets risk under control. Promote the public Company affairs, decision democratization,
supervising decision-making rules, specification and effectiveness of program; strengthen the daily
the supervision of the significant business activities. Enhance each special supervision and
inspection, conduct capital safety inspection, and the contract inspection, property leasing
inspection supervision, and enhance the supervision to the lawsuit cases, and each invitation for
bids of engineering projects and the inspection to the efficiency implementation of enterprise
system. Supervision of internal audit, conduct performance assessment, operation management,
capital management and audit of financial expenses. Enhance the supervision of information
disclosure, and disclosure of report of directors and the Company, reviewed in progress, ensure the
authenticity, accuracy, completeness, and timeliness of the disclosure of information.
(II)Particulars about the meetings held by the Supervisory Committee
1. On 27 Mar. 2015, the 12th Meeting of the 7th Board of Directors was held, the meeting reviewed
and approved the Annual Report and Abstract of 2015, Profit Allocation Pre-plan of 2015,
Supervision Committee Report of 2015, Report on Self-appraisal Internal Control in 2015, there
were 5 supervisors participated the meeting, the voting situation: 5 consent, 0 against, 0 abstention.
2. On 28 Apr. 2015, the 13th Meeting of the 7th Board of Directors was held, the meeting reviewed
and approved the First Quarter Report and Abstract of 2015, there were 5 supervisors participated
the meeting, the voting situation: 5 consent, 0 against, 0 abstention
3. On 28 Aug.2015, the 14th Meeting of the 7th Board of Directors was held, the meeting reviewed
and approved the Semi-annual Report and Abstract of 2015. There were 5 supervisors participated
the meeting, the voting situation: 5 consent, 0 against, 0 abstention
4. On 30 Oct.2015, the 11th Meeting of the 7th Board of Directors was held, the meeting reviewed
and approved the Third Quarter Report and Abstract of 2015, there were 5 supervisors participated
the meeting, the voting situation: 5 consent, 0 against, 0 abstention. There were 5 supervisors
participated the meeting, the voting situation: 5 consent, 0 against, 0 abstention
(III)The independent opinions of the relevant events of the Company given by Supervisor
Committee
1.the Company's legal operation: in 2015, the members of supervisor committee attended the
meetings of the Board of Directors, and the chief of supervisors, Zhuang Quan represented the
supervisor committee to attend the resolution meetings of the management, the GM office meetings
and other important meetings. In line with each stipulations, the Supervisor Committee believed
that: during reporting period, the decision-making of the Company conducted in line with the laws
and regulations and Articles of Association, and had no damage to the equity of shareholders, and
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2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
further perfected the internal management mechanism and the Company control system. The
Directors, senior executives implemented Company position without violating to laws and laws and
regulations, Article and Associations, and damages the equity of the Company, and was
conscientious and compliance in their performance.
2.Financial status: during reporting period, the Supervisor Committee seriously perform their
supervision to the financial status, the operation and risk situation of the Company, and issue audit
opinion to each periodic report. The Supervisor Committee believed that: the standard unqualified
opinions of the financial report issued by Ruihua Certified Public Accountants (Special General
Partnership) truly and objectively reflected the operation results of financial status of the Company.
3. During reporting period, there was no fund-raising in the Company.
4. During reporting period, the related transaction and guarantee of the Company:
(1) During reporting period, there was no non-operating occupying capital of the Company by
controlling shareholders, actual controllers and other related party; and there was no controlling
shareholders, other related party, illegal person, unit or individual providing guarantee.
(2) During reporting period, the wholly-owned Company Zhentong Company undertook the
project implementation of related party Shenzhen Jianan (Group) Co., Ltd. (the total package
contractor of Chuan Qi Montain project of the Company), and received RMB7.0722 million of
project funds.
(3) During reporting period, the related transaction of the Company was fairness and compliance,
there was no any damage to equity of minority shareholders and profits of the Company; there was
no new increase of guarantee events in the Company during reporting period.
5. Opinion on self-appraisal report of internal control:
In 2015, the Company continue enforce the risk management and standardized construction of
internal control, the internal control of the Company covered the department and its affiliated
companies, and the important activities of internal control was in line with the stipulations of each
rules, there was no defect, the Company's self-appraisal was confirm with the actual situation of the
Company.
VIII. Performance Evaluation and Incentive Mechanism for Senior Management Staff
The Company successfully conducted change of sessions of the board of directors, the supervisory
committee and the management. The management was examined, appraised and employed by the
board of directors; in the means of open competition, the board of directors chose and recruited a
Vice General Manager inside the Company. The Company executed annual salary system for senior
executives, and did not implement stock incentive plan.
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2015 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
IX. Internal Control
1. Particulars about significant defects found in the internal control during reporting period
□ Yes √ No
2. Self-appraisal report on internal control
Disclosure date of the Self-appraisal Report on Internal
30 Mar. 2016
Control
Disclosure index of the Self-appraisal Report on Internal Cninfo website (www.cninfo.com.cn)
Control “Self-assessment Report of Internal Control”
The proportion of total assets included in evaluation
scope entities in the Company's total assets of the 100.00%
consolidated financial statements
The proportion of operation revenue included in
evaluation scope entities in the Company's operation 100.00%
revenue of the consolidated financial statements
Defect judging standards
Category Section XI. Financial Report Non-Financial Report
The criterion of quality of the recognition of
defects of internal control in the
non-financial statements mainly were order of
The Company in line with the severity of defect involving business nature,
actual situation, when the follows the direct or potential negative influence
events or indications happen, which nature and the influence scope and other
means there probably existing large factors. If the follows events or indicators
or significant defects in the occur, there may be large or significant defects
financial report; (1) the directors, of internal control in the non-financial
supervisors and senior executives statements : (1) Lack democratic
decision-making process, if lack significant
were fraud.（ 2 ） Certified Public
problem decision-making, important
Accountant find that there is a
appointment and dismissal of cadres,
significant error in the financial
Qualitative criteria significant project investment
report, however, the internal control
decision-making; usage of large capital (three
did not discover it when conducting
important, one large); (2) Unscientific
internal control; （ 3 ） The Audit decision-making process, such as the major
Committee under the Board and decision-making errors, has caused a serious
Internal Audit Service's supervision property loss to the company; (3) Seriously
to the internal control is invalid. (4) violating state laws and regulations; (4) Loss
The accounting personnel were of key management personnel or important
without necessary qualities to talent; (5) Negative news media appear
complete the preparation of frequently and widely spread; (6) The results
financial statements. of the internal control evaluation especially
large or significant defects have not been
corrected. (7) Important business systems
lack control rules, or systemic failure.
Large defects: the defects, or defect
The criterion of quantity of the recognition of
group may lead to the financial
defects of internal control in the non-financial
results misstatement or potential
statements mainly were amount of direct
losses >3% of net assets; significant
Quantitative criteria economy losses, in line with the criterion of
defects: 1% of net assets
