ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE &
PROPERTIES (GROUP) CO., LTD.
ANNUAL REPORT 2016
2017-019
March 2017
1
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Section I Important Statements, Contents and Definitions
The board of directors (the “Board”), the supervisory board (the “Supervisory Board”), as
well as the directors, supervisors and executive officers of ShenZhen Special Economic Zone
Real Estate & Properties (Group) Co., Ltd. (the “Company”) hereby guarantee the factuality,
accuracy and completeness of the contents of this Report, and shall be jointly and severally
liable for any false representation, misleading statements or material omissions in this Report.
Zhou Jianguo, board chairman, Chen Maozheng, GM, Tang Xiaoping, accounting head for
this Report, and Qiao Yanjun, head of the accounting department (head of accounting),
hereby guarantee that the Financial Report carried in this Report is factual, accurate and
complete.
All directors attended the board meeting for the review of this Report.
The Company plans not to distribute cash dividends or bonus shares or convert capital
reserve into share capital.
This Annual Report and its abstract have been prepared in both Chinese and English. Should
there be any discrepancies or misunderstandings between the two versions, the Chinese
version shall prevail.
2
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Table of Contents
Section I Important Statements, Contents and Definitions ............................................................ 2
Section II Corporate Profile and Financial Results ........................................................................ 5
Section III Business Profile ............................................................................................................... 9
Section IV Performance Discussion and Analysis ......................................................................... 11
Section V Significant Events ........................................................................................................... 24
Section VI Share Changes and Shareholders’ Profile ................................................................... 35
Section VII Preference Shares......................................................................................................... 41
Section VIII Directors, Supervisors, Executive Officers and Staff .............................................. 42
Section IX Corporate Governance ................................................................................................. 48
Section X Corporate Bonds ............................................................................................................. 56
Section XI Financial Report ............................................................................................................ 57
Section XII Documents Available for Reference ......................................................................... 170
3
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Definitions
Term Definition
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
4
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Section II Corporate Profile and Financial Results
I Corporate information
Stock name SPG A（SPG B） Stock code 000029（200029）
Changed stock name (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. 深房集团
Company name in
ShenZhen Special Economic Zone Real Estate&Properties (Group) Co., Ltd.
English (if any)
Abbr. (if any) SPG
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 spg@163.net
II Contact information
Board Secretary Securities Representative
Name Mr. Chen Ji Mr. Luo Yi
47/F, SPG Plaza, Renmin South 47/F, SPG Plaza, Renmin South
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 spg@163.net spg@163.net
III Information disclosure and place where this Report is kept
Newspapers designated by the Company for Domestic: Securities Times and China Securities Journal
information disclosure Overseas: Ta Kung Pao (HK)
Website designated by the China Securities
Regulatory Commission (CSRC) for the http://www.cninfo.com.cn
publication of this Report
47/F, SPG Plaza, 3005 Renmin South Road, Luohu District,
Place where this Report is kept
Shenzhen, Guangdong, P.R.China
IV Company registration and alteration
Credibility code 19217958-5
Changes in main business activities
of the Company after going public No changes
(if any)
Changes of controlling shareholder On 24 Mar. 1999, the controlling shareholder was changed from Shenzhen
5
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
(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
Accountants writing
Cai Xiaodong, Wang Huansen
signatures
Sponsor engaged by the Company to continuously perform its supervisory function during this Reporting Period
□ Applicable √ Not applicable
Financial advisor engaged by the Company to continuously perform its supervisory function during this Reporting
Period
□ Applicable √ Not applicable
VI Accounting and financial results
Indicate by tick mark whether the Company performed any retroactive adjustments to or restatement of its
accounting data due to changes of accounting policies or correction of accounting errors
□ Yes √ No
2016 2015 +/-% 2014
Operating revenues (RMB) 2,352,023,528.43 2,163,365,575.33 8.72% 2,132,311,222.93
Net profit attributable to
shareholders of the Company 311,567,386.94 301,129,840.84 3.47% 298,033,316.49
(RMB)
Net profit attributable to
shareholders of the Company
303,613,457.72 300,963,536.83 0.88% 297,166,883.74
before exceptional profit and
loss (RMB)
Net cash flows from operating
526,691,326.20 1,097,144,254.51 -51.99% 322,162,063.36
activities (RMB)
Basic earnings per share
0.3080 0.2977 3.46% 0.2946
(RMB/share)
Diluted earnings per share
0.3080 0.2977 3.46% 0.2946
(RMB/share)
Weighted average return on
12.53% 13.21% -0.68% 14.81%
equity (%)
December 31, 2016 December 31, 2015 +/-% December 31, 2014
Total assets (RMB) 3,785,600,783.23 4,179,937,120.75 -9.43% 4,375,098,314.05
Net assets attributable to
shareholders of the Company 2,643,860,443.09 2,331,704,116.07 13.39% 2,161,537,401.78
(RMB)
6
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
VII Differences in accounting data under domestic and foreign accounting standards
1. Differences in the net profit and the net assets disclosed in the financial reports prepared under Chinese
and international accounting standards
√ Applicable □ Not applicable
Unit: RMB
Net profit attributable to shareholders of Net assets attributable to shareholders of
the Company the Company
2016 2015 Closing amount Opening amount
According to Chinese
311,567,386.94 301,129,840.84 2,643,860,443.09 2,331,704,116.07
accounting standards
Items and amounts adjusted according to international accounting standards
According to international
311,567,386.94 301,129,840.84 2,643,860,443.09 2,331,704,116.07
accounting standards
2. Differences in the net profit and the net assets disclosed in the financial reports prepared under Chinese
and foreign accounting standards
√ Applicable □ Not applicable
Unit: RMB
Net profit attributable to shareholders of Net assets attributable to shareholders of
the Company the Company
2016 2015 Closing amount Opening amount
According to Chinese
311,567,386.94 301,129,840.84 2,643,860,443.09 2,331,704,116.07
accounting standards
Items and amounts adjusted according to overseas accounting standards
According to overseas
311,567,386.94 301,129,840.84 2,643,860,443.09 2,331,704,116.07
accounting standards
3. Reasons for the differences in accounting data under domestic and foreign accounting standards
□ Applicable √ Not applicable
VIII Financial results by quarter
Unit: RMB
1Q 2Q 3Q 4Q
Operating revenues 332,573,819.86 765,313,149.82 646,575,128.32 607,561,430.43
Net profit attributable to
31,138,409.00 103,622,712.51 102,114,004.00 74,692,261.43
shareholders of the Company
Net profit attributable to
shareholders of the Company
31,099,423.53 96,222,162.57 101,810,300.34 74,481,571.28
before exceptional profit and
loss
Net cash flows from operating
127,807,035.61 298,360,945.15 124,933,785.65 -24,410,440.21
activities
Indicate by tick mark whether there are any material differences between the financial indicators above or their
summations and those which have been disclosed in quarterly or semi-annual reports
□ Yes √ No
7
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
IX Exceptional profit/loss
√ Applicable □ Not applicable
Unit: RMB
Item 2016 2015 2014 Note
Profit/loss on disposal of non-current
assets (including offset asset -301,584.30 -65,371.34 -133,442.39
impairment provisions)
Receipt of the
Profit/loss on contingencies irrelevant
executed money of
to the Company’s routine business 5,393,358.79
the Luofu
activities
Mountain case
Receipt of the
executed money of
Impairment provision reversal for
the Luofu
accounts receivable on which the
4,800,000.00 Mountain case and
impairment test is carried out
reversal of the
separately
relevant bad-debt
provision
Non-operating income and expense
713,464.47 287,110.02 1,319,554.06
other than the above
Less: Corporate income tax 2,651,309.74 55,434.67 319,678.92
Total 7,953,929.22 166,304.01 866,432.75 --
Explanation of why the Company classified an item as exceptional profit/loss according to the definition in the
Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the
Public—Exceptional Profit and Loss, or reclassified any exceptional profit/loss item given as an example in the
said explanatory announcement to recurrent profit/loss
□ Applicable √ Not applicable
No such cases in this Reporting Period.
8
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Section III Business Profile
I Main business scope for this Reporting Period
Is the Company subject to any disclosure requirements for special industries?
Yes. For the Company engages in real estate, it is subject to the Guideline No. 3 of the Shenzhen Stock Exchange
on Information Disclosure by Industry—for Listed Companies Engaging in Real Estate.
In 2016, the country’s policies for real estate went through the status from loose to tight for hot
cities. The full-year turnover reached a record high. However, the trend of differentiation among
cities kept aggravating, being accompanied by fierce market competitions. Local governments
intensively issued regulatory policies around the National Day, and as a result, the market behavior
gradually turned to be stable in the fourth quarter. The Company concentrated on developing the
housing real estate, strictly controlled on the quality and progress of products, and made efforts to
build exquisite projects, bringing the emerging brand effect, the gradual growth of operation
efficiency, as well as a virtuous circle of the development and management of main businesses.
Real estate development and sales of the Company mainly concentrate on Shenzhen and Shantou.
As for Cuilinyuan and Tianjv Jingtian Apartment in Shenzhen, the two projects have entered the
stage of constructing the main part. As for Chuanqi Donghu Mingyuan in Shenzhen, its foundation
trench is in construction. As for Shantou Tianyuewan, the roof capping was finished on 9 Jan 2017.
The development progress of all projects is basically in line with the schedule. As for SPG
Chuanqishan, it has been almost sold out. As for Chuanqi Shanglin, there are only a little bit
remaining units. As for Tianyuewan Phase I, there have been more than 100 suits sold out since the
project opened to sale on the National Day in 2016.
II Significant changes in main assets
1. Significant changes in main assets
Main assets Reason for any significant change
RMB37,447,267.61 as at 31 Dec. 2016, with RMB20,321,536.75 less than
the opening amount, down 35.18% -- mainly because Shenzhen Properties
Equity assets Group Bao’an Development Co., Ltd. accomplished registration deregister
in the Market Supervision Administration of Shenzhen Municipality on 30
Dec 2016
RMB45,531,813.41 as at 31 Dec. 2016, with RMB6,682,171.90 less than
Fixed assets the opening amount, down 12.80% -- mainly due to depreciation in the
reporting year
Intangible assets No significant changes
Construction in progress No significant changes
RMB1,266,057,324.40 as at 31 Dec. 2016, with RMB90,301,018.04 more
Monetary funds than the opening amount, up 7.68% -- mainly due to collection of sales
payment
RMB20,606,778.91 as at 31 Dec. 2016, with RMB1,942,906.89 more than
Notes receivable
the opening amount, up 10.41% -- mainly due to new sales
9
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
RMB15,865,139.33 as at 31 Dec. 2016, with RMB7,087,240.07 less than
Prepayments the opening amount, down 30.88% -- mainly due to the carry-over of
construction impacts of projects
RMB1,734,553,042.10 as at 31 Dec. 2016, with RMB411,670,853.51 less
than the opening amount, down 19.18% -- mainly due to the carry-over from
Inventories
the real estate sales to cost in current period, as well as the carry-over of
income from construction projects
RMB13,358,714.45 as at 31 Dec. 2016, with RMB26,957,116.61 less than
the opening amount, down 66.86% -- mainly due to punctual business tax
Other current assets
payment for the project of “replacing business tax with value-added tax” in
current year, as well as the settlement of land VAT for Chuanqishan
RMB35,781,937.87 as at 31 Dec. 2016, with RMB3,584,569.66 more than
Deferred income tax assets
the opening amount, up 11.13% -- mainly due to provision of the land VAT
2. Main assets overseas
□ Applicable √ Not applicable
III Core competitiveness analysis
Is the Company subject to any disclosure requirements for special industries?
Yes. For the Company engages in real estate, it is subject to the Guideline No. 3 of the Shenzhen Stock Exchange
on Information Disclosure by Industry—for Listed Companies Engaging in Real Estate.
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.
In this Reporting Period, the Company was rated as the Best Faithful Enterprise in Guangdong
Province, and one of the Top 500 Enterprises in Guangdong Province by Guangdong Provincial
Enterprise Confederation and Guangdong Provincial Association of Entrepreneurs, rated as one of
the Top Ten Enterprises with Comprehensive Strength in Shenzhen Real Estate Industry by
Shenzhen Real Estate Association, and was rated as a Two-Star Unit in the 1st Social Responsibility
Rating Activity in Shenzhen by Shenzhen Municipal Association of Promoting Corporate Social
Responsibility.
10
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Section IV Performance Discussion and Analysis
I Overview
For this Reporting Period, the Company achieved, on a consolidated basis, operating revenues of
RMB2,352,023,500, up 8.72% from last year; total profits of RMB425,291,700, up 3.75% from last
year; and net profits of RMB311,567,400 attributable to the shareholders of the Company, up
3.47% from last year. As of December 31, 2016, the net assets attributable to the shareholders of the
Company stood at RMB2,643,860,400, up 13.39% from the year-beginning amount.
Business management review for Y2016
Y2016, the start of the Company’s 13th Five Year Plan, was also a transition year for the Company.
The whole Company united in a concerted effort and overcame difficulties, which promoted the
business management to a new height, firmly carried forward the progress of major assets
restructuring, obviously improved the capability of developing main businesses, and achieved the
8-year continuous profit growth, as well as the good development trend. The employees were
aggressive and motivated with more and more strengthening cohesion, the professional teams
gradually became mature, and the brand effect gradually showed up. The two-civilization
construction made new progress.
(I) Fundamentals of the Company kept making progress, and the business performance obtained
8-year continuous stable growth. In this Reporting Period, business performance of the Company
made new progress, representing a good start for the 13th Five Year Plan. The structure of assets
and liabilities of the Company was in rational distribution, with good financial status and abundant
cash flow.
(II) The main business development reached the expected goal. The Company further perfected the
development and management system, attached importance to safety production management, and
strengthened cost control. As for Cuilinyuan and Tianjv Jingtian Apartment in Shenzhen, the two
projects have entered the stage of constructing the main part. As for Chuanqi Donghu Mingyuan, its
foundation trench is in construction. As for Shantou Tianyuewan Phase I, the roof capping
ceremony was held on 9 Jan 2017.
(III) The sales of real estate went well. The Company adjusted marketing strategies based on policy
update in due course, reinforced the sales of villas and shops, and scheduled the development
progress of all projects basically in line with expectation. As for SPG Chuanqishan, it has been
almost sold out. As for Chuanqi Shanglin, there are only a little bit remaining units. As for
Tianyuewan Phase I, there have been more than 100 suits sold out since the project opened to sale
on the National Day in 2016.
(IV) The capability of management and control of the Company was improved. The Company
standardized corporate governance, continuously perfected its system and mechanism, carried out
internal control in order; detailed finance management, accelerated the return of capital, strictly
controlled on budget management, emphasized on supervising all kinds of expenditures; achieved
obvious progress of lawsuit settlement; enhanced talent team construction and business training,
and raised the level of expertise.
(V) All subsidiary enterprises fulfilled business assignments. All subsidiary enterprises further
11
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
enhanced management, improved service level, worked hard to enlarge market, improved the
profitability, made new progress in business performance, and fulfilled the budget index.
(VI) The Company made greater efforts to construct party and corporate culture. The Party
Committee of the Company practically enhanced the grass-roots party construction, as well as the
construction of the party conduct of honesty and incorruption, deeply developed the learning and
education of “Two Studies, One Action”, positively initiated, supported, and developed corporate
culture activities, cultivated common values, constructed new types of corporate culture, and
strengthened the cohesive force of the Company.
(VII) The progress of asset restructuring was carried forward steadily. The Company suspended its
share trading on 14 Sep. 2016, and signed the Cooperation Agreement on Restructuring and Listing
with restructuring parties on 3 Oct. 2016. During the suspension period, the Company, in strict
accordance with rules and requirements from related laws and regulations, disclosed the progress at
regular intervals. The Company accomplished the selection and recruitment of agencies. The
Company’s congress of workers and staffs reviewed and approved the Scheme of Guarantee of
Rights and Interests for Employees. Currently, the Company is positively propelling the work of
due diligence investigation, audit, assessment, as well as drafting and negotiation of related schemes,
and so on. In view of the large scale of assets to be purchased by the restructuring this time,
together with the complicated transaction structure, resulting to certain particularity in aspects of
scale and coverage of assets purchased, the Company regarded the event as a significant case
without example. The Company held online investor presentation, applied to Shenzhen Stock
Exchange for the deferral of trading resumption for shares, and disclosed the notice of deferral of
trading resumption for shares on 14 Mar. 2017.
The Company is subject to the disclosure requirements in the Guideline No. 3 of the Shenzhen Stock Exchange on
Information Disclosure by Industry—for Listed Companies Engaging in Real Estate.
II Analysis of main business
1. Overview
See “I Overview” in “Performance Discussion and Analysis”.
2. Revenues and costs
(1) Breakdown of operating revenues
Unit: RMB
2016 2015
As a percentage As a percentage
+/-%
Amount of operating Amount of operating
revenues (%) revenues (%)
Operating
2,352,023,528.43 100% 2,163,365,575.33 100% 8.72%
revenues
By business segment
Real estate 1,344,124,795.75 57.15% 1,451,882,212.00 67.11% -9.96%
Construction 808,558,753.43 34.38% 518,895,054.20 23.99% 10.39%
12
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Leasing 75,779,681.07 3.22% 79,149,162.72 3.66% -0.44%
Property
136,128,709.12 5.79% 128,945,973.91 5.96% -0.17%
management
Other 21,069,704.87 0.90% 21,421,062.40 0.99% -0.09%
Internally offset -33,638,115.81 -1.43% -36,927,889.90 -1.71% 0.28%
By product
Residential
1,212,599,201.90 51.56% 1,267,905,057.00 58.61% -7.05%
houses
Shops 131,525,593.85 5.59% 18,977,155.00 0.88% 4.71%
Warehouses 165,000,000.00 7.63% -7.63%
Other products 1,041,536,848.49 43.39% 748,411,253.23 33.60% 9.78%
Less: Internally
-33,638,115.81 -1.43% -36,927,889.90 -1.71% 0.28%
offset
By geographical segment
Guangdong
2,249,649,529.50 95.65% 99.09% -3.44%
Province 2,143,635,244.42
Other regions in
135,452,938.12 5.76% 56,204,916.71 2.60% 3.16%
China
Overseas 559,176.62 0.02% 453,304.10 0.02% 0.00%
Internally offset -33,638,115.81 -1.43% -36,927,889.90 -1.71% 0.28%
(2) Business segments, products or geographical segments contributing over 10% of the operating revenues
or profit
√ Applicable □ Not applicable
Is the Company subject to any disclosure requirements for special industries?
Yes, for the Company engages in real estate.
Unit: RMB
Operating Gross profit
Operating Gross profit Operating cost:
Operating cost revenue: YoY margin: YoY
revenue margin YoY +/-%
+/-% +/-%
By business segment
Real estate 1,344,124,795. 753,861,210.1
43.91% -7.42% -3.66% -2.19%
75 5
808,558,753.4 777,725,613.0
Construction 3.81% 55.82% 58.49% -1.62%
3 2
By product
Residential 1,212,599,201. 688,043,767.3
43.26% -4.36% -9.59% 3.28%
houses 90 0
131,525,593.8
Shops 65,817,442.85 49.96% 593.07% 839.66% -13.13%
5
By geographical segment
Guangdong 2,249,649,529. 1,570,680,163.
43.23% 4.95% 15.45% 6.70%
Province 50 87
Main business data of the prior year restated according to the changed statistical caliber for this Reporting Period
□ Applicable √ Not applicable
(3) Whether revenue from physical sales is higher than service revenue
√ Yes □ No
Business segment Item Unit 2016 2015 +/-%
13
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Real estate Sales volume 75,386.12 78,251.65 -3.66%
development Output volume 36,812.82 28,876.86 27.48%
(RMB’0,000) Inventory 153,905.79 192,479.09 -20.04%
Reason for any over 30% YoY movements in the data above
□ Applicable √ Not applicable
(4) Execution progress of major signed sales contracts in this Reporting Period
□ Applicable √ Not applicable
(5) Breakdown of operating costs
By business segment
Unit: RMB
2016 2015
As a As a
Business
Item percentage of percentage of +/-%
segment Amount Amount
operating costs operating costs
(%) (%)
Real estate 753,861,210.1 782,516,505.6
45.18% 56.31% -11.13%
5 3
777,725,613.0 490,709,048.8
Construction 46.61% 35.31% 11.30%
2 7
Leasing 30,635,008.91 1.84% 29,731,750.12 2.14% -0.30%
Property 121,051,398.6
7.25% 110,204,670.86 7.93% -0.68%
management 4
Other 16,257,255.61 0.97% 15,185,380.88 1.09% -0.12%
Internally
-30,884,645.86 -1.85% -38,720,066.88 -2.79% 0.94%
offset
Notes:
(6) Changes in the scope of the consolidated financial statements for this Reporting Period
□ Yes √ No
(7) Major changes in the business, products or services in this Reporting Period
□ Applicable √ Not applicable
(8) Main customers and suppliers
Main customers
Total sales to top five customers (RMB) 149,204,144.32
Total sales to top five customers as a percentage
6.34%
of the total sales for this Reporting Period (%)
Total sales to related parties among top five
customers as a percentage of the total sales for 0.00%
this Reporting Period (%)
Information about top five customers
No. Customer Sales amount (RMB) As a percentage of the total sales for
14
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
this Reporting Period (%)
1 Corporate customer A 36,121,765.71 1.54%
2 Corporate customer B 34,682,769.33 1.47%
3 Corporate customer C 33,387,291.50 1.42%
4 Corporate customer D 24,036,087.38 1.02%
5 Corporate customer E 20,976,230.40 0.89%
Total -- 149,204,144.32 6.34%
Other information about the main customers
□ Applicable √ Not applicable
Main suppliers
Total purchases from top five suppliers (RMB) 272,072,746.26
Total purchases from top five suppliers as a percentage
23.15%
of the total purchases for this Reporting Period (%)
Total purchases from related parties among top five
suppliers as a percentage of the total purchases for this 7.72%
Reporting Period (%)
Information about top five suppliers
As a percentage of the total
No. Supplier Purchase amount (RMB) purchases for this Reporting Period
(%)
1 Corporate supplier A 134,640,526.17 11.46%
2 Corporate supplier B 90,678,261.74 7.72%
3 Corporate supplier C 26,000,000.00 2.21%
4 Corporate supplier D 18,251,558.35 1.55%
5 Corporate supplier E 2,502,400.00 0.21%
Total -- 272,072,746.26 23.15%
Other information about the main suppliers
□ Applicable √ Not applicable
3. Expense
Unit: RMB
2016 2015 +/-% Reason for any significant change
Selling
20,688,512.41 46,977,100.96 -55.96% Decreased sales agent fees and commissions
expenses
Intermediary fees of a large amount in the
Administrati
71,955,523.95 58,883,597.38 22.20% Current Year due to the launch of a significant
ve expenses
asset reorganization
Products under construction meeting the
Finance -12,642,048.4
32,367,511.56 -139.06% conditions for interest capitalization,
costs 8
considerably decreased bank loans
4. R&D input
□ Applicable √ Not applicable
5. Cash flows
Unit: RMB
15
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Item 2016 2015 +/-%
Subtotal of cash inflows
2,354,513,956.22 2,593,917,264.63 -9.23%
from operating activities
Subtotal of cash outflows
1,827,822,630.02 1,496,773,010.12 22.12%
due to operating activities
Net cash flows from
526,691,326.20 1,097,144,254.51 -51.99%
operating activities
Subtotal of cash inflows
1,890,997.58 386,230.00 389.60%
from investing activities
Subtotal of cash outflows
1,821,040.16 7,894,632.61 -76.93%
due to investing activities
Net cash flows from
69,957.42 -7,508,402.61 100.93%
investing activities
Subtotal of cash inflows
24,000,000.00 227,837,400.00 -89.47%
from financing activities
Subtotal of cash outflows
455,429,367.18 818,348,503.54 -44.35%
due to financing activities
Net cash flows from
-431,429,367.18 -590,511,103.54 26.94%
financing activities
Net increase in cash and
96,010,984.21 499,636,457.33 -80.78%
cash equivalents
Explanation of why the data above varied significantly
√ Applicable □ Not applicable
The subtotal of cash inflow from operating activities in 2016 showed a year-on-year decrease of
9.23%, mainly caused by the decrease of the houses selling and the engineering amount received
from providing the labor services and the goods selling of 2016.
The subtotal of cash outflow from operating activities in 2016 showed a year-on-year increase of
22.12%, mainly due to the common effects caused by the increase of the engineering amount paid
for purchasing the goods and accepting the labor services, as well as the decrease of tax payments.
The subtotal of cash inflow from investment activities in 2016 showed a year-on-year increase of
389.60%, mainly because of receiving financial cash and the bonus of the financial assets
available-for-sale during the holding period in 2016.
The subtotal of cash outflow from investment activities in 2016 showed a year-on-year decrease of
76.93%, mainly because of the decrease of the purchase of the fixed assets, intangible assets and
other long-term assets in 2016.
The subtotal of cash inflow from financing activities in 2016 showed a year-on-year decrease of
89.47%, mainly because of the decrease of financing in 2016.
The subtotal of cash outflow from financing activities in 2016 showed a year-on-year decrease of
44.35%, mainly because of the decrease of the paid bank loans and the distributed cash dividends.
Reason for any big difference between the net operating cash flow and the net profit for this Reporting Period
□ Applicable √ Not applicable
III Analysis of non-core business
□ Applicable √ Not applicable
16
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
IV Analysis of assets and liabilities
1. Significant changes in the asset composition
Unit: RMB
December 31, 2016 December 31, 2015
Change
As a As a
in
percentage percentage Reason for any significant change
Amount Amount percenta
of total of total
ge (%)
assets (%) assets (%)
Monetary 1,266,057,324. 1,175,756,306. Increased payments from house
33.44% 28.13% 5.31%
funds 40 36 buyers and decreased total assets
Accounts 108,298,050.4 112,543,908.6
2.86% 2.69% 0.17%
receivable 0 6
1,734,553,042. 2,146,223,895. Carry-forward of sales costs due
Inventories 45.82% 51.35% -5.53%
10 61 to sales of houses
Investment 416,227,686.3 435,058,564.2
11.00% 10.41% 0.59%
property 0 0
Long-term
equity 37,447,267.61 0.99% 57,768,804.36 1.38% -0.39%
investments
Fixed assets 45,531,813.41 1.20% 52,213,985.31 1.25% -0.05%
Short-term 111,709,916.4 143,418,286.2
2.95% 3.43% -0.48%
borrowings 4 9
Long-term 136,000,000.0 382,233,324.8
3.59% 9.14% -5.55% Long-term borrowings repaid
borrowings 0 8
Accounts 168,614,299.9 290,453,110.5
4.45% 6.95% -2.50%
payable 5 0
Accounts
325,851,112.5 475,620,347.3
received in 8.61% 11.38% -2.77% Carry-forward of sales revenue
4 5
advance
Taxes and fares
65,765,997.90 1.74% 63,459,415.42 1.52% 0.22%
payable
Non-current
168,727,608.5
liabilities due 37,234,933.67 0.98% 4.04% -3.06% Long-term borrowings repaid
4
within one year
2. Assets and liabilities measured at fair value
□ Applicable √ Not applicable
3. Restricted asset rights as of the end of this Reporting Period
Type of asset Project name Closing book value Reason for restriction
Monetary funds 290,033.83 See Note VI 1 for details
Notes receivable 20,606,778.91 Pledge for a short-term borrowing
Accounts receivable 73,103,137.53 Pledge for a short-term borrowing
Investment property Petrel Building 64,969,223.83 Mortgage for a long-term
borrowing
Investment property Guoshang Building 52,223,202.52 Mortgage for a long-term
borrowing
17
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Investment property SPG Plaza 223,598,885.86 Mortgage for a long-term
borrowing
Total 434,791,262.48
V Investments made
1. Total investments made
□ Applicable √ Not applicable
2. Significant equity investments made in this Reporting Period
□ Applicable √ Not applicable
3. Significant non-equity investments ongoing in this Reporting Period
□ Applicable √ Not applicable
4. Financial investments
(1) Securities investments
□ Applicable √ Not applicable
No such cases in this Reporting Period
(2) Investment in derivative financial instruments
□ Applicable √ Not applicable
No such cases in this Reporting Period
5. Use of funds raised
□ Applicable √ Not applicable
No such cases in this Reporting Period.
VI Sale of major assets and equity interests
1. Sale of major assets
□ Applicable √ Not applicable
No such cases in this Reporting Period.
18
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
2. Sale of major equity interests
□ Applicable √ Not applicable
VII Main controlled and joint stock companies
√ Applicable □ Not applicable
Main subsidiaries and joint stock companies with an over 10% influence on the Company’s net profit
Unit: RMB
Relationsh Main
Company business Registered Operating Operating
ip with the Total assets Net assets Net profit
name scope capital revenues profit
Company
Shenzhen
SPG Developme
Longgang Subsidiary Real estate nt of real 713,405,01 224,772,96 561,014,09 193,382,02 144,517,48
Development estate 3.98 5.41 3.23 3.63 6.60
Co., Ltd.
Shantou SEZ,
Wellam FTY, Developme
Building Subsidiary Real estate nt of real 265,842,78 123,430,09 61,820,627 2,279,351.
346,348.12
Development, estate 0.28 0.23 .58 28
Co., Ltd.
Shantou
Huafeng Real Developme
Estate Subsidiary Real estate nt of real 602,595,60 7,395,155. -8,072,973. -6,054,729.
Development estate 0.04 55 23 92
Co., Ltd.
Great Wall Developme
Estate Co., Subsidiary Real estate nt of real 19,855,883 -87,512,09 -201,946.1 -201,946.1
559,176.62
Inc. (U.S.) estate .60 0.59 8 8
Shenzhen Fixing and
Zhentong maintenanc
Subsidiary Service 249,808,99 20,488,753 809,627,73 3,464,976. 2,904,540.
Engineering e of
4.35 .19 5.50 05 63
Co., Ltd. projects
Shenzhen
Property
Property
Subsidiary Service manageme 87,931,093 19,726,014 136,128,70 2,203,641. 1,683,150.
Management
nt .16 .18 9.12 08 55
Co., Ltd.
Shenzhen
Hotel
Petrel Hotel Subsidiary Service 46,713,475 39,821,504 27,771,080 2,958,890. 2,205,120.
Service
Co., Ltd. .91 .38 .42 80 10
Shenzhen
Rent of
SPG Mini-bus Subsidiary Service 16,660,318 13,586,374 4,022,498.
mini-bus 652,384.13 489,288.10
Rent Co., Ltd. .03 .15 40
Shenzhen
Huazhan Constructio
Construction Subsidiary Service n 9,186,842. 8,475,241. 3,693,244.
103,991.21 83,192.97
Supervision supervision 08 39 49
Co., Ltd.
Investment
Xin Feng Investment
and
Enterprise Subsidiary manageme 152,034,69 -419,243,8 -10,943,03 -10,945,61
manageme 144,500.00
Co., Ltd. nt 1.58 41.18 6.09 0.90
nt
19
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Subsidiaries obtained or disposed in this Reporting Period
□ Applicable √ Not applicable
Information about the main controlled and joint stock companies
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 the SPG Shanglin
Garden Project with the carried forward sales of 2016 of RMB0.561 billion for the north area, and the proportion
of the operating income to that of the Group Company of 23.85% as well as the proportion of the net profits which
was of RMB0.144 billion to that of the Group Company of 46.39%. Shantou Wellam Company took the
responsibility of developing the projects such as the Jinye Island and Yuejing Dongfang, with the 2016 carried
forward sales of the Yuejing Dongfang Project of RMB0.056 billion, and the carried forward sales of the
remaining building of Jinye Island of RMB0.006 billion. Shantou Huafeng Company took the responsibility of
developing the Tianyuewan Project (namely the Shantou Jingzaiwan Project), of which the Phase I was opened to
sale in Oct. 2016, and is expected to be completed in Dec 2017. The sales revenue of Tianyuewan Phase I has not
been carried forward yet, and its operating profit of RMB-8.07 million was caused by marketing expense.
2. Shenzhen Zhentong Engineering Co., Ltd. was engaged in the business of building installation and maintenance
with the 2016 operating income of RMB0.809 billion and of 34.42% to the operating income of the Group
Company.
3. The 2016 operating income of Shenzhen Property Management Co., Ltd. was of RMB0.136 billion that was of
5.79% to the operating income of the Group Company.
4. The 2016 net profits of Xin Feng Enterprise Co., Ltd. was of RMB-10.94 million which mainly due to the
losses of the exchange rate changes of RMB9.12 million.
VIII Structured bodies controlled by the Company
□ Applicable √ Not applicable
IX Outlook for the future development of the Company
Facing the complicated domestic and overseas political and economic situation in 2017, China will
implement more prudent and improved macroeconomic policy, more proactive and powerful fiscal
policy, prudent monetary policy with an appropriate amount of intensity and further intensified
economic structure adjustment. In the aspect of real estate market, China will strengthen the
classified regulation and control of real estate market and accelerate the establishment and
improvement of long-term mechanism to facilitate the steady and sound development of real estate
market so as to accomplish the rational development of the market.
The Company will adhere to the management strategy of "carefully planning the development
strategies, executing refine cultivation on the main business operating, making careful calculation
and strict budgeting on the intensification of the cost control and keeping enhancing of the
management and control level", continue to optimize and improve the development strategies and
business planning put forward in the 13th Five-Year Plan, make overall arrangements for and take
into consideration of enterprise management and production safety, actively push forward material
assets reorganization of the company, accelerate the projects construction and sales, and strive for
20
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
the stable and continuous development of the Company.
In 2017, the Company will make great efforts to grasp the following work of five aspects:
(I) To pay adequate attention to main business. To ensure project development and sales progress:
first, to promote project construction such as Cuilinyuan, Chuanqi Donghu Mingyuan, Tianyuewan
and Tianjv Jingtian Apartment and to ensure the smooth realization of development plan of projects
under construction; second, to do a good job of project sales, to achieve sell-out of villas of SPG
Chuanqishan project, to speed up the sales of remaining villas and shops of Chuanqi Shanglin
project, to increase the sales efforts of Tianyuewan Phase I and Cuilinyuan and to make full
preparation for marketing planning of Tianjv Jingtian Apartment; third, pay constant attention to
and increase at proper time land reserve so as to ensure the sustained and steady development of the
Company in the future.
(II) To strengthen the control over main business. To further enhance the overall planning,
coordination and control capability in the whole development process of main business: first, to
strengthen cost control, to cover the whole development process with cost control and to implement
the fine cost management target; second, to improve financial management capability, to do a good
job in comprehensive budget management and financing management and to ensure the safety and
efficiency of fund utilization; to strengthen tax management and to actively prevent various tax
risks; third, 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 raise the level of planning and design management and to strive for the building of
the boutique projects; fourth, to strengthen the project management and supervision level and
production safety during the process of project construction and to ensure project quality, progress
and security.
(III) Strengthen the business management of the owning enterprise. The owning enterprise shall
stress the main business, clarify responsibility, and ensure the smooth accomplishment of business
indicator and the proceeding of key work according to annual highlights and the responsibility book.
The property company shall fully enable the property management service information system and
improve service level as well as management level. Zhentong Company shall increase market
exploitation efforts, actively participate in foreign bid competition and improve the proportion of
self operating project; Petrel Hotel shall improve management mechanism and incentive system,
continuously extend guest source and strive to build new pattern of new business hotel; Huazhan
Supervision shall focus efforts on the supervision on group development projects and strengthen
production safety supervision.
(IV) To strengthen basic-level Party construction work and implement the spirit learning activity put
forward on the 19th National Congress of the CPC. To consolidate the "Two Studies, One Action"
learning and education achievements, to enhance the "Two Responsibilities" in the process of clean
government construction, to strengthen the anti-corruption and clean government promotion of
state-owned enterprise and the construction of basic-level Party organization and Party member
troop, to organize various enterprise culture activities, to strengthen the cohesion of the team and to
ensure the harmony and stability of the enterprise.
(V) To actively push forward material assets reorganization: first, to continue to push forward
material assets reorganization jointly with all parties concerned, to actively facilitate and cooperate
in due diligence, auditing, evaluation, and negotiation of various parties concerned in the trade on
the scheme, as well as necessary regulation communication in strict accordance with the
21
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
requirements of regulatory department supervision department; to ensure the compliance and
smooth proceeding of material assets reorganization; second, to attach great importance to the
stability of employee team and the guarantee of rights and interests during assets reorganization; to
ensure the normal implementation of all management work of the Company.
X Visits paid to the Company for purposes of research, communication, interview, etc.
1. In this Reporting Period
√ Applicable □ Not applicable
Way of
Date of visit Type of visitor Index to main inquiry information
visit
Telephone Inquired of the progress of the projects development and the
29 Jan. 2016 communic Individual number of the shareholders etc. and didn’t offer written
ation materials
Telephone Inquired of the appointed disclosure time of the annual report
9 Mar. 2016 communic Individual and the situation of the projects development and the sales in
ation 2015 and didn’t offer written materials
Telephone Inquired of the process of the projects development and the
13 May 2016 communic Individual impact of Shenzhen state-funded and state-owned enterprise
ation reform on the Company and didn’t offer written materials
Telephone Inquired of the appointed disclosure time of the semi-annual
28 Jun. 2016 communic Individual report and the number of the shareholders etc. and didn’t offer
ation written materials
Inquired of the appointed disclosure time of the semi-annual
Telephone report, the progress of the projects development in the first
25 Jul. 2016 communic Individual half year and the impact of Shenzhen state-funded and
ation state-owned enterprise reform on the Company and didn’t
offer written materials
Inquired of the progress of state-funded and state-owned
Telephone
enterprise in Shenzhen and the impact on the company and the
17 Aug. 2016 communic Individual
semi-annual operating of the Company and didn’t offer
ation
written materials
Telephone
Inquired of the delisting reason and relisting time and didn’t
14 Sep. 2016 communic Individual
offer written materials
ation
Telephone Inquired of the delisting reason and relisting time, the
28 Sep. 2016 communic Individual appointed disclosure time of the three-quarter report and
ation didn’t offer written materials
Telephone
Inquired of the progress of major assets reorganization and
10 Oct. 2016 communic Individual
estimated relisting time and didn’t offer written materials
ation
Telephone
Inquired of the progress of major assets reorganization and
14 Nov. 2016 communic Individual
estimated relisting time and didn’t offer written materials
ation
Telephone
Inquired of the progress of major assets reorganization and
28 Nov. 2016 communic Individual
estimated relisting time and didn’t offer written materials
ation
Telephone
Inquired of the progress of major assets reorganization and
13 Dec. 2016 communic Individual
estimated relisting time and didn’t offer written materials
ation
Telephone Inquired of the progress of major assets reorganization,
30 Dec. 2016 communic Individual estimated relisting time and the situation of the projects
ation development in 2016 and didn’t offer written materials
22
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Times of visit 13
Number of visiting institutions 0
Number of visiting individuals 13
Number of other visitors 0
Significant undisclosed information
None
disclosed, revealed or leaked
23
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Section V Significant Events
I Profit distribution and converting capital reserve into share capital for common
shareholders
Formulation, execution or adjustments of profit distribution policy, especially cash dividend policy, for common
shareholders in this Reporting Period
√ Applicable □ Not applicable
The 2015 semi-annual profit distribution proposal was considered and approved at the 26th meeting
of the 7th Board held on August 28, 2015 and the 1st special meeting of shareholders in 2015 held on
September 21, 2015. As such, it was decided to distribute, based on the Company’s total shares of
1,011,660,000, a cash dividend of RMB1.30 (tax inclusive) per 10 shares to all the shareholders of
the Company, and that no bonus shares would be granted, nor would any capital reserve be
converted into share capital. The said profit distribution has been carried out.
Explanation on cash dividend policy
The conditions and process of formulation of the
In compliance with the Company’s Articles of Retribution Plan for the Company’s Shareholders, the
Association and the relevant resolution of the meeting revision of the Articles of Association was compliance and
of shareholders transparent with the contents met with the requirements
of the relevant laws and regulations as well as CSRC.
The dividend standard and the proportion were definite
Specific and clear dividend standard and ratio
and clear after revision.
The relevant decision-making process and system was
Complete decision-making procedure and mechanism
completed.
The independent director executed dutifully and gave
Independent directors fulfilled their responsibilities and
independent advice of the cash dividend policy of the
played their due role
Company.
Minority interests have the chance to fully express their
opinion and desire and their legal rights and interests Yes
were fully protected
In adjustment or alteration of the cash dividend policy,
the conditions and procedure were in compliance with Yes
applicable regulations and transparent
Plans/proposals for profit distribution and converting capital reserve into share capital for common shareholders
for the past three years (including this Reporting Period):
For the year 2014, the net profit was used for covering the deficit of the previous years. Thus, no
profit distribution or share capital increase from capital reserve was conducted.
For the first half of 2015, based on its total shares of 1,011,660,000, the Company distributed a cash
dividend of RMB1.30 (tax inclusive) per 10 shares to all of its shareholders; and no bonus shares
were granted, nor was any capital reserve converted into share capital.
For the year 2015, no profit distribution or share capital increase from capital reserve was
conducted.
For the year 2016, no profit distribution or share capital increase from capital reserve would be
conducted.
24
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Cash dividend distribution of the Company to common shareholders over the past three years (including this
Reporting Period)
Unit: RMB
Proportion in net
Net profit
profit
attributable to
attributable to
common
common Ratio of cash
Cash dividends shareholders of Cash dividends in
Year shareholders of dividends in other
(tax included) the Company in other forms
the Company in forms
the consolidated
the consolidated
statements for
statements for
the year
the year (%)
2016 0.00 311,567,386.94 0.00% 0.00 0.00%
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%
Indicate by tick mark whether the Company made profit in this Reporting Period and the profit distributable to
common shareholders of the Company was positive, but it did not put forward a proposal for cash dividend
distribution to its common shareholders
√ Applicable □ Not applicable
Reason Intended use of retained profit
Retained profit mainly used for construction in progress
Significant asset reorganization still underway and increasing the land reserve when the time is right so
as to ensure the sustained development of the Company
II Proposal for profit distribution and converting capital reserve into share capital for this
Reporting Period
□ Applicable √ Not applicable
The Company plans not to distribute cash dividends or bonus shares or convert capital reserve into share capital.
III Fulfillment of commitments
1. Commitments of the Company’s actual controller, shareholders, related parties and acquirer, as well as
the Company and other commitment makers, fulfilled in this Reporting Period or ongoing at the
period-end
□ Applicable √ Not applicable
No such cases in this Reporting Period.
2. Where there had been an earnings forecast for an asset or project and this Reporting Period was still
within the forecast period, explain why the forecast has been reached for this Reporting Period.
□Applicable √ Not applicable
IV Occupation of the Company’s funds by the controlling shareholder or its related parties
for non-operating purposes
□ Applicable √ Not applicable
25
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
No such cases in this Reporting Period.
V Explanations given by the Board of Directors, the Supervisory Board and the independent
directors (if any) regarding the “modified auditor’s report” issued by the CPAs firm for this
Reporting Period
□ Applicable √ Not applicable
VI YoY changes in accounting policies, estimations and methods
□ Applicable √ Not applicable
No such cases in this Reporting Period.
VII Retroactive restatement due to correction of material accounting errors in this Reporting
Period
□ Applicable √ Not applicable
No such cases in this Reporting Period.
VIII YoY changes in the scope of the consolidated financial statements
□ Applicable √ Not applicable
No such cases in this Reporting Period.
IX Engagement and disengagement of CPAs firm
Current CPAs firm
Name of the domestic CPAs firm Ruihua Certified Public Accountants LLP
The Company’s payment for the domestic
58
CPAs firm (RMB’0,000)
Consecutive years of the audit service
4
provided by the domestic CPAs firm
Names of the certified public accountants
Cai Xiaodong, Wang Huansen
from the domestic CPAs firm
Name of the foreign CPAs firm (if any) N/A
The Company’s payment for the foreign
0
CPAs firm (RMB’0,000) (if any)
Consecutive years of the audit service
N/A
provided by the foreign CPAs firm (if any)
Names of the certified public accountants
N/A
from the foreign CPAs firm (if any)
Indicate by tick mark whether the CPAs firm was changed during this Reporting Period.
□ Yes √ No
CPAs firm, financial advisor or sponsor engaged for internal control audit
√ Applicable □ Not applicable
The Company hired Ruihua Certified Public Accountants LLP to provide internal control audit
26
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
service for this Reporting Period at the cost of RMB0.25 million.
X Possibility of listing suspension or termination after disclosure of this Report
□ Applicable √ Not applicable
XI Bankruptcy and restructuring
□ Applicable √ Not applicable
No such cases in this Reporting Period.
XII Significant lawsuits and arbitrations
√ Applicable □ Not applicable
Amount
Provisio Index to
Lawsuit/ar involved Execution of Disclosu
n Progress Decision and influence disclosed
bitration (RMB’0, decision re date
(yes/no) information
000)
① Business Tourism
Company had to pay for
the compensation
RMB36,620 thousand and
the relevant interest (from
14 Sept. 1998 to the
payment day) to Xi’an
Fresh Peak Company The applicant has
within one month after received RMB
15.20 million.
the judgment entering
into force. If the Business Now Business
Tourism Company failed Tourism Company Semi-Annu
Xi’an to pay in time, it had to has no executable al Report
In pay double debt interests properties and 08/27/20 2015 (full
Project 2,100 No
execution Xi’an Joint 16 text) on
Lawsuit to Xi’an Fresh Peak
Company for the overdue Commission on www.cnin
Commerce has fo.com.cn
period; ② Xi’an Joint
been refusing to
Commission on execute the ruling.
Commerce had jointly It is difficult to
and severally obligation
recover the rest.
of the interests of the
compensation; . ③
Business Tourism
Company shall bear
RMB227,500 of the
acceptance fee and the
security fee.
① Luofu Mountain On 21 April. 2016, Announce
Tourism Company has the Company had ment on the
Luofu paid back RMB9.6 signed the Progress of
Mountain
960 No
Execution million; ② Luofu Pacification 08/27/20 the
project completed Mountain Administration Agreement on 16 Lawsuits
Lawsuit Committee had to Enforcement with on
undertake one third of the the Guangdong www.cninf
debts which Luofu Luofu Mountain o.com.cn
27
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Mountain Tourism was Tourism
unable to repay; ③ Luofu Development
Mountain Tourism Corporation,
Company shall bear Administration
RMB167,700 of the case Committee of
acceptance fee and the Guangdong Luofu
security fee. Mountain Scenic
Area. According to
the agreement,
Guangdong Luofu
Mountain Tourism
Development
Corporation had
transferred the
settlement
agreement amount
of RMB18 million
in the appointed
account of the
Company and the
case had closed
since then.
XIII Punishments and rectifications
□ Applicable √ Not applicable
No such cases in this Reporting Period.
XIV Credit conditions of the Company as well as its controlling shareholder and actual
controller
□ Applicable √ Not applicable
XV Implementation of any equity incentive plan, employee stock ownership plan or other
incentive measures for employees
□ Applicable √ Not applicable
No such cases in this Reporting Period.
XVI Significant related-party transactions
1. Related-party transactions relevant to routine operation
□ Applicable √ Not applicable
No such cases in this Reporting Period.
2. Related-party transactions regarding purchase or sales of assets or equity interests
□ Applicable √ Not applicable
No such cases in this Reporting Period.
28
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
3. Related-party transitions regarding joint investments
□ Applicable √ Not applicable
No such cases in this Reporting Period.
4. Credits and liabilities with related parties
√ Applicable □ Not applicable
Indicate by tick mark whether there were any credits and liabilities with related parties for non-operating
purposes.
□ Yes √ No
No such cases in this Reporting Period.
5. Other significant related-party transactions
□ Applicable √ Not applicable
No such cases in this Reporting Period.
XVII Significant contracts and execution
1. Entrustment, contracting and leasing
(1) Entrustment
□ Applicable √ Not applicable
No such cases in this Reporting Period.
(2) Contracting
□ Applicable √ Not applicable
No such cases in this Reporting Period.
(3) Leasing
□ Applicable √ Not applicable
No such cases in this Reporting Period.
2. Significant guarantees
√ Applicable □ Not applicable
(1) Guarantees
Unit: RMB'0,000
Guarantees provided by the Company and its subsidiaries for external parties (excluding those for subsidiaries)
29
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Disclosur
e date of Actual Guarant
the occurrence Actual ee for a
Line of Type of Term of Due or
Guaranteed party guarantee date (date of guarantee related
guarantee guarantee guarantee not
line agreement amount party or
announce signing) not
ment
Total actual external
Total external guarantee line
guarantee amount
approved during this 0 0
during this Reporting
Reporting Period (A1)
Period (A2)
Total actual external
Total approved external
guarantee balance at the
guarantee line at the end of 0 0
end of this Reporting
this Reporting Period (A3)
Period (A4)
Guarantees between the Company and its subsidiaries
Disclosur
e date of Actual Guarant
the occurrence Actual ee for a
Line of Type of Term of Due or
Guaranteed party guarantee date (date of guarantee related
guarantee guarantee guarantee not
line agreement amount party or
announce signing) not
ment
Shantou SEZ,
Wellam FTY,
10/31/201 Joint-liabili
Building 0 04/17/2013 13,000 3 years Yes Yes
2 ty
Development Co.,
Ltd.
Total actual guarantee
Total guarantee line for
amount for subsidiaries
subsidiaries approved during 0 0
during this Reporting
this Reporting Period (B1)
Period (B2)
Total actual guarantee
Total approved guarantee line
balance for subsidiaries
for subsidiaries at the end of 13,000 0
at the end of this
this Reporting Period (B3)
Reporting Period (B4)
Guarantees between subsidiaries
Disclosur
e date of Actual Guarant
the occurrence Actual ee for a
Line of Type of Term of Due or
Guaranteed party guarantee date (date of guarantee related
guarantee guarantee guarantee not
line agreement amount party or
announce signing) not
ment
Total actual guarantee
Total guarantee line for
amount for subsidiaries
subsidiaries approved during 0 0
during this Reporting
this Reporting Period (C1)
Period (C2)
Total actual guarantee
Total approved guarantee line
balance for subsidiaries
for subsidiaries at the end of 0 0
at the end of this
this Reporting Period (C3)
Reporting Period (C4)
Total guarantee amount (total of the above-mentioned three kinds of guarantees)
Total actual guarantee
Total guarantee line approved
amount during this
during this Reporting Period 0 0
Reporting Period
(A1+B1+C1)
(A2+B2+C2)
30
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Total actual guarantee
Total approved guarantee line
balance at the end of
at the end of this Reporting 13,000 0
this Reporting Period
Period (A3+B3+C3)
(A4+B4+C4)
Proportion of the total actual guarantee amount
0.00%
(A4+B4+C4) in net assets of the Company
Of which:
Amount of guarantees provided for shareholders, the
0
actual controller and their related parties (D)
Amount of debt guarantees provided directly or
indirectly for entities with a liability-to-asset ratio over 0
70% (E)
Portion of the total guarantee amount in excess of 50%
0
of net assets (F)
Total amount of the three kinds of guarantees above
0
(D+E+F)
The Company is its house buyers’ guarantee for
Joint responsibilities possibly borne or already borne in mortgage loans from banks. As of December 31, 2016,
this Reporting Period for undue guarantees (if any) the outstanding guaranteed amount was RMB8.01
million.
Provision of external guarantees in breach of the
N/A
prescribed procedures (if any)
Composite guarantees:
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 provision of guarantees for external parties
□ Applicable √ Not applicable
No such cases in this Reporting Period.
3. Entrusted cash management
(1) Entrusted cash management
□ Applicable √ Not applicable
No such cases in this Reporting Period.
(2) Entrusted loans
□ Applicable √ Not applicable
No such cases in this Reporting Period.
31
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
4. Other significant contracts
□ Applicable √ Not applicable
No such cases in this Reporting Period.
XVIII Social responsibilities
1. Targeted measures taken to help people lift themselves out of poverty
□ Applicable √ Not applicable
2. Other social responsibilities taken
The Company paid attention on the execution of the social responsibilities and positively protected
the legal interests of the stakeholders such as the creditors, employees, customers, suppliers and
community as well as executed the social responsibilities. During this 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; furthermore, the
Company also executed the social responsibilities as a state-owned enterprise, helped families with
family planning difficulty, paid consolation money to Party members and employees in hardship
and hospitalized employees due to diseases; carried out condolence activities for employees on their
birthday and for retired cadres on festivals; positively developed 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 this Reporting Period, the Company was honored by GuangDong
Provincial Enterprise Confederation and Guangdong Provincial Association of Entrepreneurs as
"Best honesty enterprise of Guangdong Province" and honored by Shenzhen Corporate Social
Responsibility Promotion Association as "Two-Star Entity of Shenzhen 1st Social Responsibility
Evaluation Session".
Is the Company or any of its subsidiaries a heavily polluting business identified by the environmental protection
authorities of China?
No.
Indicate by tick mark whether a social responsibility report is released.
□ Yes √ No
XIX Other significant events
√ Applicable □ Not applicable
Since the planning of controlling shareholders of the Company involves major issues, based on the
application submitted to Shenzhen Stock Exchange, certain shares of the Company (A share: short
name of stock: SSFA, stock code: 000029; B share: short name of stock: SSFB, stock code: 200029)
ware delisted as of 14 Sep., 2016. The Company disclosed the Announcement on Delisting Due to
Planning of Major Issues (No. 2016-022), the Announcement on Continued Delisting Due to
Planning of Major Issues (No. 2016-023) and the Announcement on Continued Delisting Due to
32
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Planning of Major Issues (No. 2016-024) on 14 Sep. 2016, 22 Sep. 2016 and 29 Sep. 2016
respectively. Upon verification, the issues constitute major assets reorganization. The listed
company disclosed the Announcement on Delisting Due to Planning of Major Assets
Reorganization (No. 2016-025) on 30 Sep. 2016 and the Announcement on Signing the Cooperation
Agreement on Assets Reorganization for Listing on Market (No. 2016-027) on 10 Oct. 2016.
Upon expiration of delisting period of 1 month, based on the application submitted by the Company,
shares of the Company were delisted continuously as of 14 Oct. 2016 after market opening. The
listed company disclosed the Announcement on Relisting in the Period of Major Assets
Reorganization Progress Delay (No. 2016-028) on 14 Oct. 2016.
Prior to the expiration of delisting period of 2 months, based on the Motion on Continued Delisting
Due to Major Assets Reorganization reviewed and approved by the 33rd Session of the 7th Board of
the Directors held on 11 Nov. 2016, the Company applied to Shenzhen Stock Exchange for
continued delisting as of 14 Nov. 2016. The delisting period shall not exceed 3 months
accumulatively from the first day of delisting. The Company disclosed the Announcement on
Continued Delisting after Expiration of Delisting Period Due to Planning of Assets Reorganization
(No. 2016-039) on 14 Nov. 2016.
Prior to the expiration of delisting period of 3 months, the Company held the 1st Extraordinary
General Meeting on 12 Dec. 2016, reviewed and approved the Motion on Continued Delisting Due
to Planning of Assets Reorganization, and disclosed the Announcement on Application for
Continued Delisting after Expiration of Delisting Period Due to Planning of Assets Reorganization
(No. 2016-047). Upon the application, the Company shall continue to delist shares as of 14 Dec,
2016 after market opening and undertook that the delisting period shall not exceed 6 months
accumulatively from the first day of delisting (i.e., to 13 Mar. 2017).
Prior to the expiration of delisting period of 6 months, the Company held the online illustration
meeting to investors on 10 Mar. 2017, exchanged and communicated relevant information of the
major assets reorganization event with investors and answered the questions that have caused the
general concern of investors. Please refer to the Announcement on Holding Online Illustration
Meeting to Investors (No. 2017-012) disclosed on 11 Mar. 2017 for details. Upon application to the
exchange, the Company issued the Announcement on Relisting Delay Due to Planning of Major
Assets Reorganization (No. 2017-013) on 14 Mar. 2017. To ensure the smooth progress of the major
assets reorganization work, prevent abnormal fluctuation of the share price of the Company and
protect the rights and interests of medium and small shareholder investors, upon application to
Shenzhen Stock Exchange, the Company will continue to delist shares for no more than 1 month as
of 14 Mar. 2017 and is expected to disclose the major assets reorganization plan or report and apply
for relisting according to the requirements of the Standards for the Contents and Formats of
Information Disclosure by Companies Offering Securities to the Public No. 26—Major Assets
Reorganization of Listed Companies prior to 14 Apr. 2017.
During delisting period, the Company shall disclose the progress of relevant issues every five
business days at least in strict accordance with the requirements of relevant laws and regulations. At
present, all work involved with the major assets reorganization is proceeding smoothly.
The major assets reorganization planned by the Company is still very uncertain, thus the investors
should take invest risk into account.
33
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
XX Significant events of subsidiaries
□ Applicable √ Not applicable
34
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Section VI Share Changes and Shareholders’ Profile
I Share changes
1. Share changes
Unit: share
Before Increase/decrease (+/-) After
Increase
Percenta New Bonus from Percenta
Number Other Subtotal Number
ge (%) issues shares capital ge (%)
reserve
1. Restricted shares 0 0.00% 0 0 0 0 0 0 0.00%
1.1 Shares held by the
0 0.00% 0 0 0 0 0 0 0.00%
State
1.2 Shares held by
0 0.00% 0 0 0 0 0 0 0.00%
state-owned corporations
1.3 Shares held by other
0 0.00% 0 0 0 0 0 0 0.00%
domestic investors
Among which: Shares
held by domestic 0 0.00% 0 0 0 0 0 0.00%
corporations
Shares
held by domestic 0 0.00% 0 0 0 0 0 0 0.00%
individuals
1.4 Shares held by
0 0.00% 0 0 0 0 0 0.00%
foreign investors
Among which: Shares
held by foreign 0 0.00% 0 0 0 0 0 0 0.00%
corporations
Shares
held by foreign 0 0.00% 0 0 0 0 0 0 0.00%
individuals
1,011,66 1,011,66 100.00
100.00% 0 0 0 0 0
2. Non-restricted shares 0,000 0,000 %
891,660, 891,660,
2.1 RMB common shares 88.14% 0 0 0 0 0 88.14%
000 000
2.2 Domestically listed 120,000, 120,000,
11.86% 0 0 0 0 0 11.86%
foreign shares 000 000
2.3 Overseas listed
0 0.00% 0 0 0 0 0 0 0.00%
foreign shares
2.4 Other 0 0.00% 0 0 0 0 0 0 0.00%
1,011,66 1,011,66 100.00
3. Total shares 100.00% 0 0 0 0 0
0,000 0,000 %
Reasons for any share changes
□ Applicable √ Not applicable
Approval of share changes
□ Applicable √ Not applicable
35
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Transfer of share ownership
□ Applicable √ Not applicable
Effects of share changes on the basic EPS, diluted EPS, net assets per share attributable to common shareholders
of the Company and other financial indexes over the prior year and the prior period
□ Applicable √ Not applicable
Other contents that the Company considers necessary or is required by the securities regulatory authorities to
disclose
□ Applicable √ Not applicable
2. Changes in restricted shares
√ Applicable □ Not applicable
Unit: share
Unlocke Increase
Name of Opening Closing
d in this d in this Reason for
sharehol restricted restricted Date of unlocking
Reportin Reportin lock-up
der shares shares
g Period g Period
Not restricted by the clearing company and as
Shares held per the relevant regulations of decrease of
Qiu by executive shareholding by directors, supervisors and
45,382 11,346 0 34,036
Lihua officer’s executive officers issued by CSRC, 11,346
relative restricted shares were unlocked on January 1,
2017
Deng Shares held
2,500 restricted shares were unlocked on
Kangche 10,000 2,500 0 7,500 by executive
January 1, 2017
ng officer
Shares held
Zhuang 20,000 restricted shares were unlocked on
80,000 20,000 0 60,000 by executive
Quan January 1, 2017
officer
Not restricted by the clearing company and as
Shares held per the relevant regulations of decrease of
Wang by executive shareholding by directors, supervisors and
10,000 2,500 0 7,500
Xiulan officer’s executive officers issued by CSRC, 2,500
relative restricted shares were unlocked on January 1,
2017
Total 145,382 36,346 0 109,036 -- --
II Issuance and listing of securities
1. Securities (excluding preference shares) issued in this Reporting Period
□ Applicable √ Not applicable
2. Changes in total shares of the Company and the shareholder structure, as well as the asset and liability
36
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
structures
□ Applicable √ Not applicable
3. Existing employee-held shares
□ Applicable √ Not applicable
III Shareholders and actual controller
1. Total number of shareholders and their shareholdings
Unit: share
Total number
of preference
Total number Total number of shareholders
of common preference with resumed
Total number
shareholders at shareholders voting rights at
of common
the prior with resumed the prior
shareholders 74,659 74,638 0 0
month-end voting rights at month-end
at the
before the the period-end before the
period-end
disclosure of (if any) (see disclosure of
this Report note 8) this Report (if
any) (see note
8)
5% or greater shareholders or the top 10 shareholders
Increase Pledged or frozen shares
Total Number
/decreas Number
Shareho shares of
e during of
Name of Nature of lding held at non-restr
this restricte
shareholder shareholder percenta the icted Status Number
Reporti d shares
ge (%) period-e shares
ng held
nd held
Period
Shenzhen
Investment State-owned 642,884 642,884,
63.55% 0
Holdings Co., corporation ,262 262
Ltd
Shanjin Jinkong
Capital
Management Domestic
10,300, 10,300,0
Co., Ltd. － non-state-owne 1.02% 0
000 00
Shanjin Jinkong d corporation
Sustaining Fund
No. 1
Domestic 3,246,9 3,246,94
Lu Zhigao 0.32% 0
individual 49 9
Domestic 1,286,7 1,286,70
Tan Shiqing 0.13% 0
individual 01 1
Domestic 1,273,7 1,273,70
Yang Shuilian 0.13% 0
individual 00 0
Domestic 1,255,7 1,255,75
Yang Jianxiong 0.12% 0
individual 50 0
37
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Central Huijin
Asset State-owned 1,165,5 1,165,50
0.12% 0
Management corporation 00 0
Co., Ltd.
Domestic 1,129,0 1,129,08
Peng Wei 0.11% 0
individual 82 2
Foreign 1,109,3 1,109,30
Wu Haoyuan 0.11% 0
individual 00 0
Guotai Junan
Securities Foreign 1,015,6 1,015,68
0.10% 0
(Hong Kong) corporation 83 3
Limited
Strategic investors or general
corporations becoming top-ten
N/A
shareholders due to placing of
new shares (if any) (see Note 3)
Related or acting-in-concert The Company finds no related parties or acting-in-concert parties as defined in
parties among the shareholders the Administrative Measures for Shareholding Changes in Listed Companies
above among the above shareholders.
Shareholdings of the top ten non-restricted shareholders
Number of non-restricted shares held at the Type of shares
Name of shareholder
period-end Type Number
Shenzhen Investment Holdings RMB common
642,884,262 642,884,262
Co., Ltd share
Shanjin Jinkong Capital
RMB common
Management Co., Ltd.－Shanjin 10,300,000 10,300,000
share
Jinkong Sustaining Fund No. 1
RMB common
Lu Zhigao 3,246,949 3,246,949
share
RMB common
Tan Shiqing 1,286,701 1,286,701
share
RMB common
Yang Shuilian 1,273,700 1,273,700
share
Overseas listed
Yang Jianxiong 1,255,750 1,255,750
foreign share
Central Huijin Asset RMB common
1,165,500 1,165,500
Management Co., Ltd. share
RMB common
Peng Wei 1,129,082 1,129,082
share
Overseas listed
Wu Haoyuan 1,109,300 1,109,300
foreign share
Guotai Junan Securities (Hong Overseas listed
1,015,683 1,015,683
Kong) Limited foreign share
Related or acting-in-concert
parties among the top ten
non-restrictedly tradable share The Company finds no related parties or acting-in-concert parties as defined in
holders and between the top ten the Administrative Measures for Shareholding Changes in Listed Companies
non-restrictedly tradable share among the above shareholders.
holders and the top ten
shareholders
Top ten common shareholders The 4th shareholder holds all of his shares in the Company in a credit securities
conducting securities margin account, and the 3rd shareholder holds part of his shares in the Company in
trading (if any) (see Note 4) such an account.
38
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Indicate by tick mark whether any of the top ten common shareholders or the top ten non-restricted common
shareholders of the Company conducted any promissory repo during this Reporting Period.
□ Yea √ No
No such cases in this Reporting Period.
2. Information about the controlling shareholder
Nature of the controlling shareholder: Controlled by the local government
Type of the controlling shareholder: Corporation
Legal
Date of
Name of controlling representati
establishm Credibility code Main business scope
shareholder ve/person in
ent
charge
Investment in equities on behalf of the
government and management of those
Shenzhen Investment 10/13/200 investments; development and operation of
Peng Haibin 767566421
Holdings Co., Ltd. 4 government-allocated land; and investment
in and provision of services for strategic
emerging industries
380,380,000 shares in SZPRD A (000011), representing a stake of 63.82%;
234,060,000 shares in STHC (000045) , representing a stake of 46.21%;
72,250,000 shares in SBSY A (000019) , representing a stake of 16.00%;
Shareholdings of the
14,440,000 shares in Shenzhen Universe A (000023) , representing a stake of 10.41%;
controlling shareholder in
962,720,000 shares in Ping An (601318) , representing a stake of 5.27%;
other listed companies at
2,749,520,000 shares in Guosen Securities (002736) , representing a stake of 33.53%;
home or abroad in this
624,070,000 shares in Guotai Junan (601211) , representing a stake of 8.18%;
Reporting Period
131,917,569 shares in Telling Holding (000829) , representing a stake of 13.76%;
42,000,000 shares in E-top (834386) , representing a stake of 60.00%; and
20,000,000 shares in CCIC Testing (836325) , representing a stake of 40.00%.
Change of the controlling shareholder during this Reporting Period
□ Applicable √ Not applicable
No such cases in this Reporting Period.
3. Information about the actual controller
Nature of the actual controller: Local institution for state-owned assets management
Type of the actual controller: Corporation
Legal
representative/ Date of
Name of actual controller Credibility code Main business scope
person in establishment
charge
Shenzhen State-owned Perform the responsibilities
Assets Supervision and of investor on behalf of the
Peng Haibin 07/31/2004 K3172806-7
Administration state, and supervise and
Commission manage the authorized
39
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
state-owned assets legally.
Shareholdings of the actual
In addition to the Company controlling shareholder - Shenzhen Investment Holding
controller in other listed
Co., Ltd. Other domestic and overseas listed companies whose equity held by the
companies at home or
actual controllers did not rank among the top ten shareholders of the Company
abroad in this Reporting
before.
Period
Change of the actual controller during this Reporting Period
□ Applicable √ Not applicable
No such cases in this Reporting Period.
Ownership and control relations between the actual controller and the Company
Shenzhen State-owned Assets Supervision and
Administration Commission
Shenzhen Investment Holdings Co., Ltd.
The Company
Indicate by tick mark whether the actual controller controls the Company via trust or other ways of asset
management.
□ Applicable √ Not applicable
4. 10% or greater corporate shareholders
□ Applicable √ Not applicable
5. Limitations on shareholding decrease by the Company’s controlling shareholder, actual controller,
reorganizer and other commitment makers
□ Applicable √ Not applicable
40
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Section VII Preference Shares
□ Applicable √ Not applicable
No preference shares in this Reporting Period.
41
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Section VIII Directors, Supervisors, Executive Officers and Staff
I Changes in shareholdings of directors, supervisors and executive officers
Increase Decreas
Opening Other Closing
Incumbe Starting Ending in this e in this
Office Gend sharehol increase sharehol
Name nt/forme Age date of date of Reportin Reportin
title er ding /decreas ding
r tenure tenure g Period g Period
(share) e (share) (share)
(share) (share)
Chairma When a
Zhou Incumbe 04/17/201
n of the Male 61 new Board 0 0 0 0 0
Jianguo nt 2
Board is elected
General
Chen When a
Manage Incumbe 04/17/201
Maozhe Male 52 new Board 0 0 0 0 0
r and nt 2
ng is elected
Director
When a
new
Zhuang Supervis Incumbe 04/17/201
Male 61 Supervisor 80,000 0 0 0 80,000
Quan or nt 2
y Board is
elected
Deng When a
Incumbe 04/17/201
Kangch Director Male 50 new Board 10,000 0 0 0 10,000
nt 2
eng is elected
When a
Incumbe Femal 04/17/201
Wen Li Director 47 new Board 0 0 0 0 0
nt e 2
is elected
When a
Jiang Incumbe Femal 04/17/201
Director 52 new Board 0 0 0 0 0
Lihua nt e 2
is elected
CFO When a
Zhang Incumbe 04/17/201
and Male 48 new Board 0 0 0 0 0
Lei nt 2
Director is elected
Liu Indepen When a
Incumbe 10/15/201
Quanmi dent Male 52 new Board 0 0 0 0 0
nt 0
n director is elected
Indepen When a
Song Incumbe 10/15/201
dent Male 48 new Board 0 0 0 0 0
Botong nt 0
director is elected
Zhang Indepen When a
Incumbe 04/23/201
Shunwe dent Male 49 new Board 0 0 0 0 0
nt 4
n director is elected
When a
new
Wang Supervis Incumbe Femal 04/17/201
52 Supervisor 0 0 0 0 0
Xiuyan or nt e 2
y Board is
elected
When a
new
Supervis Incumbe Femal 04/17/201
Li Yufei 38 Supervisor 0 0 0 0 0
or nt e 2
y Board is
elected
Xiong Supervis Former Male 60 04/17/201 03/02/2017 0 0 0 0 0
42
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Xingnon or 2
g
Shi
Supervis 04/17/201
Chunron Former Male 60 04/27/2016 0 0 0 0 0
or 2
g
When new
Teng Vice Incumbe 05/17/201 executive
Male 59 0 0 0 0 0
Xianyou GM nt 2 officers are
hired
When new
Wei Vice Incumbe Femal 09/28/201 executive
50 0 0 0 0 0
Hanping GM nt e 2 officers are
hired
When new
Tang
Vice Incumbe 10/22/201 executive
Xiaopin Male 46 0 0 0 0 0
GM nt 3 officers are
g
hired
When a
Board
Incumbe 05/17/201 new board
Chen Ji Secretar Male 45 0 0 0 0 0
nt 2 secretary is
y
hired
When a
Feng new
Supervis Incumbe 03/02/201
Hongwe Male 45 Supervisor 0 0 0 0 0
or nt 7
i y Board is
elected
When a
new
Supervis Incumbe Femal 04/27/201
Lin Jun 47 Supervisor 0 0 0 0 0
or nt e 6
y Board is
elected
Total -- -- -- -- -- -- 90,000 0 0 0 90,000
II Changes in directors, supervisors and executive officers
Type of
Name Office title Date Reason
change
Shi Chunrong Supervisor Outgoing 04/27/2016 Retired
Xiong
Supervisor Outgoing 03/02/2017 Passed away from illness
Xingnong
III Brief biographies
Professional backgrounds, main working experience and current responsibilities in the Company of the incumbent
directors, supervisors and executive officers
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 Board of Shenzhen Shenfubao Group Co., Ltd.. He
has been the Chairman of the Supervisory Board of the Company since Apr. 2012.
43
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
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 practicing lawyer of Beijing Yingke Law Firm
(Shenzhen), 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.
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 and is now the Vice Chief
of the Audit and Risk Control Department (the Supervisory Board’s Office) of Shenzhen Investment Holdings Co.,
Ltd. And she has been acting as Supervisor of the Company since Feb. 2009.
12. Feng Hongwei: He once was the Vice Chief of the Board Secretariat, the Securities Representative and the
Audit Supervisory Manager of the Company. And he has been acting as a supervisor of the Company since March
2017.
13. Lin Jun: She once was the Vice Chief of the Party-Mass Work Department and the Vice Discipline Inspection
Secretary & Chief of the Party-Mass Work Department of the Company. And she has been acting as a supervisor
of the Company since April 2016.
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.
44
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
18. Chen Ji: He once was the Director of the CPC Office of Shenzhen City Construction Investment Development
Company. And he has been the Board Secretary and Director of the Board Secretariat of the Company since Dec.
2002.
Posts concurrently held in shareholding entities
√ Applicable □ Not applicable
Allowance from
Post in shareholding Starting date Ending date
Name Shareholding entity the shareholding
entity of tenure of tenure
entity (yes/no)
Minister of the 1
Shenzhen Investment
Wen Li department of the 1 Apr. 2013 Yes
Holdings Co., Ltd
enterprise
The minister of
Shenzhen Investment
Jiang Lihua inspection distribution 1 Apr. 2015 Yes
Holdings Co., Ltd
department
Vice minister of
ministry of audit and
Shenzhen Investment
Wang Xiuyan risk management (the 1 Apr. 2013 Yes
Holdings Co., Ltd
Supervisory Board’s
Office)
Senior director of the 2
Shenzhen Investment department of the
Li Yufei 1 Jul. 2015 Yes
Holdings Co., Ltd enterprise (Periodical
Center)
Notes N/A
Posts held concurrently in other entities
√ Applicable □ Not applicable
Allowance
Post in Starting date Ending date of
Name Other entity from the entity
other entity of tenure tenure
(yes/no)
practicing
Liu Quanmin Beijing Yingke Law Firm (Shenzhen) 1 Jun. 2013 Yes
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 N/A
Punishments imposed in the recent three years by the securities regulators on the incumbent directors, supervisors
and executive officers as well as those who left in this Reporting Period
□ Applicable √ Not applicable
IV Remuneration of directors, supervisors and executive officers
Decision-making procedure, determination basis and actual remuneration payment of directors, supervisors and
executive officers
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
45
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
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 directors, supervisors and executive officers in this Reporting Period
Unit: RMB'0,000
Total Remuneration
before-tax from related
Incumbent/for
Name Office title Gender Age remuneration parties of the
mer
from the Company
Company (yes/no)
Chairman of
Zhou Jianguo Male 61 Incumbent 78.19 No
the Board
General
Chen
Manager and Male 52 Incumbent 86.5 No
Maozheng
Director
Zhuang Quan Supervisor Male 61 Incumbent 42.88 No
Deng
Director Male 50 Incumbent 65.98 No
Kangcheng
Wen Li Director Female 47 Incumbent 0 Yes
Jiang Lihua Director Female 52 Incumbent 0 Yes
CFO and
Zhang Lei Male 48 Incumbent 41.88 No
Director
Independent
Liu Quanmin Male 52 Incumbent 8.4 No
director
Independent
Song Botong Male 48 Incumbent 8.4 No
director
Zhang Independent
Male 50 Incumbent 8.4 No
Shunwen director
Wang Xiuyan Supervisor Female 54 Incumbent 0 Yes
Li Yufei Supervisor Female 38 Incumbent 0 Yes
Xiong
Supervisor Male 59 Incumbent 30.12 No
Xingnong
Lin Jun Supervisor Female 47 Incumbent 44.17 No
Teng Xianyou Vice GM Male 59 Incumbent 65.98 No
Wei Hanping Vice GM Female 50 Incumbent 65.98 No
Tang XiaopingVice GM Male 46 Incumbent 65.98 No
Board
Chen Ji Male 45 Incumbent 45.8 No
Secretary
Shi Chunrong Supervisor Male 60 Former 18.27 No
Total -- -- -- -- 676.93 --
Equity incentives for directors, supervisors and executive officers in this Reporting Period
□ Applicable √ Not applicable
V Employees
1. Number, functions and educational backgrounds of employees
Number of in-service employees of the Company 121
Number of in-service employees of main subsidiaries 1,848
Total number of in-service employees 1,969
46
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Total number of employees with remuneration in this
1,969
Reporting Period
Number of retirees to whom the Company or its main
500
subsidiaries need to pay retirement pension
Functions
Function Number of employees
Production 1,346
Sales 82
Technical 412
Financial 55
Administrative 74
Total 1,969
Educational backgrounds
Educational background Number of employees
Doctors 1
Masters 25
Bachelors 163
College graduates 268
Technical secondary school graduates 184
High school graduates and below 1,328
Total 1,969
2. Employee remuneration policy
The vice GM and management personnel above conducted annual salary system, other employees conducted
contacting the performance with the benefit salary system.
3. Employee training plans
The Company established annual training plan in line with Measures for the Management of Employee Training
The Company adopts internal training, hires experts give lectures to the Company or participate professional
training, train the on job employees with job knowledge, professional skills, rules and regulations, the business
process etc., which enrich and renew the professional knowledge, enhance the comprehensive quality and
business skills of the employees.
4. Labor outsourcing
□ Applicable √ Not applicable
47
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Section IX Corporate Governance
I Basic situation of corporate governance
In this 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 Board 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: The Board is responsible for decision-making and
choosing directions. It exercised its power as per the corporate governance requirements.
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; all directors
performed their obligations in an honest and diligent manner; independent directors had a rational
profession structure; and special committees concerning strategy, audit, nomination, remuneration
and appraisal under the Board can operate positively and effectively.
(III) Supervisors and the Supervisory Board: structure of the Supervisory Board was reasonable.
The Supervisory Board conducted the supervision and inspection for the significant events of the
Company strictly in accordance with the Rules for Procedure of the Supervisory Board, 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 with efficient supervision and restriction and acquired
good achievement.
Any significant incompliance with the regulatory documents issued by the CSRC governing the governance of
listed companies
□ Yes √ No
No such cases in this Reporting Period.
II Independence of businesses, personnel, asset, organizations and finance which are separate
from the controlling shareholder
(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.
48
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
(III) In respect of assets, the Company possessed independent and integrated assets and the property
of the Company is transparent.
(IV) In respect of organization, the Board of Directors and the Supervisory Board operated
independently. There existed no superior-inferior relationship between the controlling shareholder
and its function department and the Company.
(V) In respect of 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 √ Not applicable
IV Annual and special meetings of shareholders convened during this Reporting Period
1. Meetings of shareholders convened during this Reporting Period
Investor
Convened Disclosure
Meeting Type participation Index to disclosed information
date date
ratio
2015 Annual Announcement on Resolutions of 2015
Meeting of Annual 63.55% 04/28/2016 04/29/2016 Annual Meeting of Shareholders
Shareholders disclosed on www.cninfo.com.cn
The 1st
Special Announcement on Resolutions of the 1st
Meeting of Special 63.85% 12/12/2016 12/13/2016 Special Meeting of Shareholders in 2016
Shareholders disclosed on www.cninfo.com.cn
in 2016
2. Special meetings of shareholders convened at the request of preference shareholders with resumed voting
rights
□ Applicable √ Not applicable
V Performance of independent directors in this Reporting Period
1. Attendance of independent directors in board meetings and meetings of shareholders
Attendance of independent directors in board meetings
Due presence
Presence by Presence Absent for two
Independent in this Presence on Absence
telecommunic through a consecutive
director Reporting site (times) (times)
ation (times) proxy (times) times
Period (times)
Liu Quanmin 7 5 2 0 0 No
Song Botong 7 5 2 0 0 No
Zhang Shunwen 7 4 2 1 0 No
Attendance of independent
directors in meetings of
2
shareholders as non-voting
delegates (times)
Notes to any absence for two consecutive times:
49
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
N/A
2. Objections raised by independent directors on issues of the Company
Indicate by tick mark whether any independent directors raised any objections on issues of the Company.
□ Yes √ No
No such cases in this Reporting Period.
3. Other details about the performance of duties by independent directors
Indicate by tick mark whether any suggestions from independent directors were adopted by the Company.
√ Yes □ No
Suggestions from independent directors adopted or not adopted by the Company:
N/A
VI Performance of duties by specialized committees under the Board during this 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 this Reporting Period, the Audit Committee actively promoted the progress of the annual
audit and the relevant work. It 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 auditor of the Company. During this
Reporting Period, the Audit Committee has convened three sessions, reviewed the Company’s
financial statements and the preliminary auditing result issued by the annual auditor of the
Company, as well as issued their opinions after the review.
(II) Performance of the Remuneration and Appraisal 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.
(III) Performance of Nominating Committee of the Board of Directors
By 14 Oct. 2016, independent directors Mr. Liu Quanmin and Mr. Song Botong have served for 6
years consecutively. They submitted the Resignation of Independent Director to the Company on 8
Oct. 2016 and the Nominating Committee of the Board of Directors gave independent opinions on
the resignation of these 2 independent directors: Since Mr. Liu Quanmin and Mr. Song Botong's
resignation will result in a lower proportion of independent directors than the minimum requirement
of relevant laws, their resignation will come into force after new independent directors fill the
vacancy. Before new independent directors assume the office, Mr. Liu Quanmin and Mr. Song
50
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
Botong will continue to perform their duties according to relevant provisions of laws, administrative
laws and regulations and the Articles of Association. The Company shall elect new independent
directors promptly according to the requirements of relevant documents of China Securities
Regulatory Commission and Shenzhen Stock Exchange.
VII Performance of duties by the Supervisory Board
Indicate by tick mark whether the Supervisory Board found any risks to the Company during its supervision in
this Reporting Period.
□ Yes √ No
The Supervisory Board raised no objections in this Reporting Period.
In 2016, 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 Board
During this Reporting Period, the Supervisory Board effectively exercised its supervisory power on
various decision-making meetings of the Company. Focus on the enterprise core assets operation
and the usage of significant capital and compliance of significant engineering 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 enhance the supervision to the lawsuit cases, and each
invitation for bids of engineering projects. Supervision of internal audit, conduct performance
assessment, operation management, capital management and audit of financial expenses. It also
enhanced its supervision over the information disclosure of the Company, reviewing the Company’s
information to be disclosed as per the prescribed procedure so as to ensure the authenticity, accuracy,
completeness, and timeliness of the disclosure of information.
During this Reporting Period, the Supervisory Board kept an eye on the progress of the Company’s
significant asset reorganization and focused its supervision on regulation compliance of the
decision-making procedure for the significant asset reorganization.
(II) Particulars about the meetings held by the Supervisory Board
1. On March 29, 2016, the 16th Meeting of the 7th Supervisory Board 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
51
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
were 5 supervisors participated the meeting, the voting situation: 5 consent, 0 against, 0 abstention.
2. On April 28, 2016, the 17th Meeting of the 7th Supervisory Board was held, the meeting reviewed
and approved the First Quarter Report and Abstract of 2016, there were 4 supervisors participated
the meeting, the voting situation: 4 consent, 0 against, 0 abstention.
3. On August 26, 2016, the 18th Meeting of the 7th Supervisory Board was held, the meeting
reviewed and approved the Semi-annual Report and Abstract of 2016. There were 4 supervisors
participated the meeting, the voting situation: 4 consent, 0 against, 0 abstention.
4. On October 26, 2016, the 19th Meeting of the 7th Supervisory Board was held by way of
telecommunication, the meeting reviewed and approved the Third Quarter Report and Abstract of
2016, 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 2016, 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
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
in 2015.
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 Shenzhen SPG Longgang Development
Co., Ltd. paid RMB 90.6783 million of general contract funds to related party Shenzhen Jianan
52
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
(Group) Co., Ltd; the wholly-owned Company Shenzhen Zhentong Engineering Co., Ltd.
undertook the project implementation of related party Shenzhen Jianan (Group) Co., Ltd., and
received RMB 3.1838 million of project funds. Shenzhen Jianan (Group) Co., Ltd won the general
contract of Cuilinyuan project and east area of SPG Chuanqishan project of the Company through
the public tender system of Shenzhen Construction Engineering Trade Center.
(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 2016, 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.
IX Internal control
1. Serious internal control defects found in this Reporting Period
□ Yes √ No
2. Internal control self-evaluation report
Disclosure date of the internal
03/30/2017
control self-evaluation report
Index to the disclosed internal
See the Internal Control Self-Evaluation Report on www.cninfo.com.cn
control self-evaluation report
Total assets of the evaluated entities
as a percentage in the consolidated 100.00%
total assets
Operating revenues of the evaluated
entities as a percentage in the 100.00%
consolidated operating revenues
Defect identification standards
Type Financial-report related Non-financial-report related
The Company in line with the actual The criterion of quality of the
situation, when the follows events or recognition of defects of internal
indications happen, which means there control in the non-financial
probably existing serious or important statements mainly were order of
defects in the financial report; (1) the severity of defect involving
directors, supervisors and senior business nature, the direct or
Nature standard
executives were fraud.（2）Certified potential negative influence nature
Public Accountant find that there is a and the influence scope and other
significant error in the financial report, factors. If the follows events or
however, the internal control did not indicators occur, there may be
discover it when conducting internal serious or important defects of
control; （ 3 ） The Audit Committee internal control in the non-financial
53
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2016
under the Board and Internal Audit statements : (1) Lack democratic
Service's supervision to the internal decision-making process, if lack
control is invalid. (4) The accounting significant problem
personnel were without necessary decision-making, important
qualities to complete the preparation appointment and dismissal of
of financial statements. cadres, significant project
investment decision-making; usage
of large capital (three important,
one large); (2) Unscientific
decision-making process, such as
the major decision-making errors,
has caused a serious property loss
to the company; (3) Seriously
violating state laws and
regulations; (4) Loss of key
management personnel or
important talent; (5) Negative news
media appear frequently and
widely spread; (6) The results of
the internal control evaluation
especially large or significant
defects have not been corrected.
(7) Important business systems
lack control rules, or systemic
failure.
Serious defects: the defects, or defect
group may lead to the financial results
misstatement or potential losses >3%
The criterion of quantity of the
of net assets; important defects: 1% of
recognition of defects of internal
net assets
