ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE &
PROPERTIES (GROUP) CO., LTD.
ANNUAL REPORT 2019
2020-019
March 2020
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Part I Important Notes, Table of Contents and Definitions
The Board of Directors (or the “Board”), the Supervisory Committee as well as the directors,
supervisors and senior management of ShenZhen Special Economic Zone Real Estate &
Properties (Group) Co., Ltd. (hereinafter referred to as the “Company”) hereby guarantee the
factuality, accuracy and completeness of the contents of this Report and its summary, and
shall be jointly and severally liable for any misrepresentations, misleading state ments or
material omissions therein.
Liu Zhengyu, chairman of the Company’s Board, Chen Maozheng, the Company’s General
Manager, Tang Xiaoping, the Company’s head for financial affairs, and Qiao Yanjun, head of
the Company’s financial department (equivalent to financial manager) hereby guarantee that
the Financial Statements carried in this Report are factual, accurate and complete.
All the Company’s directors have attended the Board meeting for the review of this Report
and its summary.
The Company is subject to the Guideline No. 3 of the Shenzhen Stock Exchange on
Information Disclosure by Industry—for Listed Companies Engaging in Real Estate.
Certain descriptions about the Company’s operating plans or work arrangements for the
future mentioned in this Report and its summary, the implementation of which is subject to
various factors, shall NOT be considered as promises to investors. Therefore, investors are
reminded to exercise caution whe n making investment decisions.
Risks facing the Company have been explained in detail in “IX Prospects” in “Part IV
Ope rating Performance Discussion and Analysis” herein.
The Board has approved a final dividend plan as follows: based on the total share capital of
1,011,660,000 shares as at 31 December 2019, a cash dividend of RMB1.65 (tax inclusive) per
10 shares is to be distributed to the shareholders, with no bonus issue from either profit or
capital reserves.
This Report and its summary have been prepared in both Chinese and English. Should there
be any discrepancies or misunderstandings between the two versions, the Chinese versions
shall prevail.
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Table of Contents
Part I Important Notes, Table of Contents and Definitions ........................................................... 2
Part II Corporate Information and Key Financial Information ................................................... 5
Part III Business Summary ............................................................................................................. 10
Part IV Operating Performance Discussion and Analysis ........................................................... 12
Part V Significant Events ................................................................................................................ 32
Part VI Share Changes and Shareholder Information ................................................................. 43
Part VII Preferred Shares ............................................................................................................... 50
Part VIII Convertible Corporate Bonds ........................................................................................ 52
Part IX Directors, Supe rvisors, Senior Management and Staff .................................................. 53
Part X Corporate Governance ........................................................................................................ 61
Part XI Corporate Bonds ................................................................................................................ 68
Part XII Financial Statements ........................................................................................................ 70
Part XIII Documents Available for Reference............................................................................... 71
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Definitions
Term Definition
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
“SPG”, the “Company”, the “Group” or “we”
and its consolidated subsidiaries, except where the context otherwise requires
Holding Company Shenzhen Investment Holdings Co., Ltd.
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Part II Corporate Information and Key Financial Information
I Corporate Information
Stock name SPG, SPG-B Stock code 000029, 200029
Stock exchange for stock listing Shenzhen Stock Exchange
Company name in Chinese 深圳经济特区房地产(集团)股份有限公司
Abbr. 深房集团
Company name in English (if any) ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Abbr. (if any) SPG
Legal representative Liu Zhengyu
Registered address 45/F-48/F, SPG Plaza, Renmin South Road, Shenzhen, Guangdong, P.R.China
Zip code 518001
Office address 47/F, SPG Plaza, Renmin South Road, Shenzhen, Guangdong, P.R.China
Zip code 518001
Company website http://www.sfjt.com.cn
Email address spg@163.net
II Contact Information
Board Secretary Securities Representative
Name Tang Xiaoping Luo Yi
47/F, SPG Plaza, Renmin South Road, 47/F, SPG Plaza, Renmin South Road,
Address
Shenzhen, Guangdong, P.R.China Shenzhen, Guangdong, P.R.China
Tel. （86 755）82293000-4638 （86 755）82293000-4715
Fax （86 755）82294024 （86 755）82294024
Email address tangxiaoping0086@126.com spg@163.net
III Media for Information Disclosure and Place where this Report Is Lodged
Newspapers designated by the Company for Domestic: Securities Times and China Securities Journal
information disclosure Overseas: Ta Kung Pao (HK)
Website designated by CSRC for publication of this
http://www.cninfo.com.cn
Report
47/F, SPG Plaza, 3005 Renmin South Road, Luohu District, Shenzhen,
Place where this Report is lodged
Guangdong, P.R.China
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
IV Change to Company Registered Information
Unified social credit code 91440300192179585N (unified social credit code)
Change to principal activity of the
No change
Company since going public (if any)
On 24 M arch 1999, the controlling shareholder was changed from Shenzhen
Every change of controlling shareholder Investment M anagement Co., Ltd. to Shenzhen Construction Investment Holdings Co.,
since incorporation (if any) Ltd. And on 14 February 2006, it was changed to Shenzhen Investment Holdings Co.,
Ltd.
V Other Information
The independent audit firm hired by the Company:
Name Grant Thornton China
Office address 5/F, Sci-Tech Plaza, 22 Jianguomenwai Avenue, Chaoyang District, Beijing
Accountants writing signatures Huang Shengsen and Zhao Juanjuan
The independent sponsor hired by the Company to exercise constant supervision over the Company in the Reporting Period:
□ Applicable √ Not applicable
The independent financial advisor hired by the Company to exercise constant supervision over the Company in the Reporting Period:
□ Applicable √ Not applicable
VI Key Financial Information
Indicate by tick mark whether there is any retrospectively restated datum in the table below.
□ Yes √ No
2019-over-2018 change
2019 2018 2017
(%)
Operating revenue (RM B) 2,548,740,319.49 2,175,187,242.60 17.17% 1,345,912,605.09
Net profit attributable to the listed
552,452,307.59 503,498,831.60 9.72% 184,988,512.42
company’s shareholders (RM B)
Net profit attributable to the listed
company’s shareholders before 524,204,812.66 490,490,702.80 6.87% 181,588,638.91
exceptional gains and losses (RM B)
Net cash generated from/used in operating
603,607,724.75 1,062,567,405.59 -43.19% -17,801,139.64
activities (RM B)
Basic earnings per share (RM B/share) 0.5461 0.4977 9.72% 0.1829
Diluted earnings per share (RM B/share) 0.5461 0.4977 9.72% 0.1829
Weighted average return on equity (%) 15.90% 16.35% -0.45% 6.76%
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Change of 31 December
31 December 2019 31 December 2018 2019 over 31 December 31 December 2017
2018 (%)
Total assets (RMB) 4,909,669,536.09 4,665,891,514.25 5.22% 3,989,263,981.96
Equity attributable to the listed
3,666,874,569.99 3,332,259,641.39 10.04% 2,828,242,120.98
company’s shareholders (RM B)
VII Accounting Data Differences unde r China’s Accounting Standards for Business
Enterprises (CAS) and International Financial Reporting Standards (IFRS) and Foreign
Accounting Standards
1. Net Profit and Equity under CAS and IFRS
√ Applicable □ Not applicable
Unit: RM B
Net profit attributable to the listed company’s Equity attributable to the listed company’s
shareholders shareholders
2019 2018 Ending amount Beginning amount
Under CAS 552,452,307.59 503,498,831.60 3,666,874,569.99 3,316,581,079.94
Adjusted as per IFRS
Under IFRS 552,452,307.59 503,498,831.60 3,670,790,192.32 3,319,891,256.50
2. Net Profit and Equity under CAS and Foreign Accounting Standards
□ Applicable √ Not applicable
No difference for the Reporting Period.
3. Reasons for Accounting Data Differences Above
□ Applicable √ Not applicable
VIII Key Financial Information by Quarter
Unit: RM B
Q1 Q2 Q3 Q4
Operating revenue 424,535,370.83 826,802,431.74 652,161,755.98 645,240,760.94
Net profit attributable to the listed company’s shareholders 84,028,728.24 249,127,115.17 106,361,655.99 112,934,808.19
Net profit attributable to the listed company’s shareholders
84,055,572.77 238,810,381.76 105,876,740.20 96,334,902.68
before exceptional gains and losses
Net cash generated from/used in operating activities 217,157,204.59 468,518,040.51 356,240,434.19 -434,357,269.54
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Indicate by tick mark whether any of the quarterly financial data in the table above or their summations differs materially from what
have been disclosed in the Company’s quarterly or interim reports.
□ Yes √ No
IX Exceptional Gains and Losses
√ Applicable □ Not applicable
Unit: RM B
Item 2019 2018 2017 Note
Gain or loss on disposal of non-current assets (inclusive
-69,739.73 4,261,370.46
of impairment allowance write-offs)
Government subsidies charged to current profit or loss
(exclusive of government subsidies given in the
1,168,127.90 10,243.00 59,611.09
Company’s ordinary course of business at fixed quotas
or amounts as per the government’s uniform standards)
Gain or loss on assets entrusted to other entities for Income from mature
31,425,651.98 16,347,157.53
investment or management structured deposits
Non-operating income and expense other than the
1,118,861.69 891,652.84 212,183.13
above
Interest income from undue structured deposits 3,950,685.00
Less: Income tax effects 9,415,831.64 4,171,184.84 1,133,291.17
Total 28,247,494.93 13,008,128.80 3,399,873.51 --
Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item defined or listed in the Explanatory
Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gain/Loss
Items:
□ Applicable √ Not applicable
No such cases for the Reporting Period.
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Part III Business Summary
I Principal Activity of the Company in the Reporting Period
With regard to China’s real estate market in 2019, under the macro-control policy of maintaining
stability, growth in house sales continued to slow down nationwide, but with relatively strong
demand in the Yangtze River Delta and the Guangdong-Hong Kong-Macau areas due to the
positive factor of urban development planning.
The Company primarily develops and sells residential properties in two cities, Shenzhen and
Shantou. In Shenzhen, the Chuanqi Jingyuan project completed the interior fine decoration in
January 2019 and was 100% sold out and handed over during the Reporting Period; the Chuanqi
Donghu Mingyuan project completed the filing for completed construction in December 2019 and
has started the hand-over and move- in process, which is cumulatively around 25% sold; and the
Cuilinyuan project is approximately 90% sold. In Shantou, the Tianyuewan Phase I project has
basically finished municipal road supporting and landscape improvement, which is around 50%
sold cumulatively; and the Tianyuewan Phase II project completed the basement in October 2019.
II Significant Changes in Major Assets
1. Significant Changes in Major Assets
M ajor assets M ain reason for significant changes
The ending amount was down by RMB12,091,268.59 (or 96.26%) from the beginning amount in
Equity assets
2019, primarily driven by the allowance for impairment of long-term equity investments.
The ending amount was down by RMB3,404,163.41 (or 10.03%) from the beginning amount in 2019,
Fixed assets
primarily driven by the depreciation allowance.
Intangible assets No significant change
Construction in progress No significant change
The ending amount was up by RM B28,632,064.03 (or 85.66%) from the beginning amount in 2019,
Accounts receivable primarily driven by the receivable of Shenzhen Zhentong Engineering Co., Ltd. for engineering
service provided.
The ending amount was down by RMB16,742,799.35 (or 37.19%) from the beginning amount in
Other receivables
2019, primarily driven by the allowances for doubtful accounts.
The ending amount was up by RM B34,387,156.71 (or 199.23%) from the beginning amount in 2019,
Short-term borrowings primarily driven by the increased borrowings of Shenzhen Zhentong Engineering Co., Ltd. through
discounting and pledging accounts receivable.
The ending amount was up by RM B285,153,442.38 (or 94.88%) from the beginning amount in 2019,
Taxes payable
primarily driven by the provision for land VAT.
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
The ending amount was down by RMB444,500,723.95 (or 61.58%) from the beginning amount in
Other payables
2019, primarily driven by the final settlement and payment of land VAT.
2. Major Assets Overseas
□ Applicable √ Not applicable
III Core Competitiveness Analysis
As one of the earliest real estate listed companies in Shenzhen, the Company has a history over 40
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 Shenzhen- located
Chuanqishan project, Chuanqi Shanglin project, Chuanqi Jingyuan project and Chuanqi Donghu
Mingyuan project, as well as from the Shantou- located projects, 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.
As of the Reporting Period (inclusive), the Company has been honored jointly by the Guangdong
Provincial Enterprise Confederation and the Guangdong Provincial Association of Entrepreneurs as
a “Most Honest Enterprise in Guangdong Province” for eight years in a row. It has also won
accolades from the Shenzhen Real Estate Association, namely, the “Rea l Estate Developer in
Shenzhen with the Highest Brand Value” for the past two years.
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Part IV Operating Performance Discussion and Analysis
I Overvie w
For 2019, the Company recorded operating revenue of RMB2,549 million, up 17.17% year-on-year;
a profit before tax of RMB732 million, up 7.21% year-on-year; and a net profit attributable to the
listed company’s shareholders of RMB552 million, up 9.72% year-on- year. As at 31 December
2019, equity attributable to the listed company’s shareholders amounted to RMB3,667 million, up
10.04% year-on-year; and the debt/asset ratio was 28.20%, down by 3.20 percentage points
year-on-year.
Review of Ope ration and Manage ment for 2019
In 2019, on the backdrop of a complicated international environment and continuous recession of
world economy, China’s economy continued to suffer from downward pressure, but achieved
generally stable growth while making further progress. All local governments firmly implemented
the decisions of the CPC Central Committee and the State Council, persisted in the positioning of
“Houses are for living in, not for speculating on” without using real estate as a measure to
stimulate economic development on a short-term basis, fully performed the main responsibilities of
cities and maintained an overall stable trend for the real estate market. During the Reporting Period,
the Company orderly drove the progress of a number of matters, including main business
development, management and operations, material assets restructuring, party building and
production safety, and set another new record in major operating indicators. The main achievements
over the year include:
(I) Stable Growth with Further Progress in Main Business Development
1. The progress of project development was smooth. The Company placed importance on
improving its capacity of controlling project development, implemented a full-cost, whole-process
and penetrated management concept, carried out tender invitation and bidding legally and in
compliance, timely identified and solved problems encountered during project development and
took strict measures for the settlement of project payment. As a result, it basically achieved the goal
for project development progress in main business. It completed the interior refined decoration
works for the Chuanqi Jingyuan project in Shenzhen in January 2019 and achieved 100% delivery
during the Reporting Period; it completed the regulatory filing and started the process of partnership
and delivery for the Chuanqi Donghu Mingyuan project in December 2019. It basically completed
the municipal road works and landscape renovation and upgrading works of Shantou Tianyuewan
Phase I, and completed the basement works of Phase II in October 2019.
2. The property sales exceeded the forecast. The Company continued to keep watch on market
changes and policy trends. Considering the regional market status of on-sale projects and the
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
advantages and disadvantages of the projects, the Company established different promotion and
sales plans, selected such new media channels as WeChat and Toutiao for marketing and duly
kicked off citywide referral sales. As a result, the Company made big breakthroughs in the sale of
on-sale projects compared with the forecast, b ut with marked regional differences. The Chuanqi
Jingyuan project became a hot sale across the city and was sold out in just 10 months; the projects
of Chuanqi Donghu Mingyuan and Cuilinyuan were sold at a regular speed; the Tianyuewan Phase
I project required stronger promotion.
(II) Higher Quality and Efficiency in Manage ment and Ope ration
1. Regulated and highly efficient financial management
The Company intensified financial control by printing and distributing a number of policies,
including SPG Management Measures for Financial Approval, SPG Management Measures for
Expert Consultation Fee, SPG Management Measures for Online Banking Payment and
Management Measures for Traveling Expense Management (Revision), making further
improvements to the financial management policy system; strengthened communication with
cooperating banks and effectively sped up the return of sales fund; fully increased the returns of
temporarily idle fund through bank structured deposits and agreement deposits; strictly controlled
period costs, with a YOY decrease of 0.76% in six cost items of focus.
2. Stable growth in rental income
Affected by the economic downturn and facing the leasing trend of increasingly frequent surrender
of tenancy and reduction of leasing sizes, the Company tried every means to retain customers,
stabilize prices and urge payment collection, worked hard to raise the leasing returns of property
stock and thus exceeded the annual rental target.
3. New progress in outstanding matters
By strengthening efforts to solve outstanding matters, the Company won nine legal cases with
effective court decisions in the year, and had five winning cases that had entered the enforcement
stage.
4. Continuous enhancement in the competitiveness of affiliates
All the Company’s affiliates worked hard to develop the market, took tough measures for
operation, strengthened management, improved services and maintained profitability with growth.
(III) Progress in Assets Restructuring in Compliance
In 2019, trading in the Company’s shares was suspended due to the material assets restructuring.
The Company worked with related parties to continuously promote various fundamental work for
the restructuring, including the updating of due diligence documents, additional audit, additional
evaluation and the updating of restructuring related documents and data; while strictly observing
regulation, disciplines and information disclosure principles, the Company proactively and properly
handled the investor relations by attentively answering investors’ questions by deadlines and
patiently providing explanations and assurance for investors calling and visiting the Company,
gaining understanding and support from the majority of them. To ensure orderly progress of its
restructuring, the Company signed Supplementary Agreement V to the Cooperation Agreement on
Restructuring and Listing and Supplementary Agreement VI to the Cooperation Agreement on
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Restructuring and Listing respectively on March 13, 2019 and December 13, 2019 with related
parties. The corresponding announcements have been disclosed through the media outlets
designated by the Company. During the Reporting Period, the Company fulfilled the obligation of
information disclosure strictly in accordance with regulatory rules, including disclosing the
restructuring progress at least every five trading days, duly going through the procedures for
postponing the resumption of share trading and disclosing the restructuring related information.
(IV) Marked Achievements in Party-Related Work
The party committee of the Company further implemented the theme education of “Stay true to
your mission”, made full use of the theoretical study of its central group, the primary subject study
of itself and the branches’ study and education of “Study the party constitution and regulations
and become a qualified party member”, persisted in promoting theoretical study while driving
practical rectifications and centered around study & learning, investigation & research, examination
of problems and rectifications throughout the whole theme education process; continued the
education in politics, ideology and incorruptible practice and kept improving the risk prevention and
control system for incorruptible practice; continuously promoted the party building project of
“support from state-owned enterprises and party building to communities”, gaining recognition
from the organization divisions of the provincial and the municipal party committees; continued to
carry out the “rendering warmness” activities, including consoling needy employees and party
members and hospitalized employees, and proactively participating in public benefit activities, such
as donations on Guangdong Day of Poverty Alleviation and the clothes donation themed
“Donation of Used Clothes to Deliver Warmness”; exerted the organization role of different
groups, including actively organizing diverse corporate cultural activities through interest group
activities, such as soccer, tennis, badminton, yoga and table tennis, leading to increasingly stronger
corporate cohesion.
(V) Effective Efforts in Production Safety
The Company formulated SPG Emergency Plan for Production Safety Accidents and printed and
distributed SPG Compilation of Safety Management Policies, further refining the safety
management policy system with obvious improvements in standardization and operability. The
affiliates refined and updated their safety management policies according to the requirements and
conducted a number of targeted emergency drills based on their respective industrial characteristics.
The Company has not had production safety accidents in its system for years with stable and
controllable production safety.
The Company is subject to the Guideline No. 3 of the Shenzhen Stock Exchange on Information Disclosure by Industry —for Listed
Companies Engaging in Real Estate.
New additions to the land bank:
Planned Floor area How the The Total land Consideration of the
Name of land Site area
Location usage of with plot land is Company’s price Company’s interest
lot or project （㎡）
land ratio （㎡） obtained interest (RM B’0,000) (RM B’0,000)
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Cumulative land bank:
Floor area available for
Name of project/area Site area（㎡） Floor area（㎡）
development（㎡）
Xinfeng Building in Shantou 0.59 2.66 2.66
Total 0.59 2.66 2.66
Development status of major projects:
Time Planned Floor
Cumulat Expecte Cumulat
for floor area
The ive d total ive
commen % % area complet
City/reg Name of Locatio Compan Site area complet investm investm
Status cement develop construc with ed in the
ion project n y’s （㎡） ed floor ent ent
of ed ted plot Current
interest area (RM B’0 (RM B’0
construc ratio Period
（㎡） ,000) ,000)
tion （㎡） （㎡）
Constru
Chuanqi ction
1
Shenzhe Donghu Luohu complet 100.00 100.00 5,889.7 45,256. 45,256. 45,256.
Februar 100% 51,000 40,828
n M ingyu District ed on 18 % %0 26 26 26
y 2016
an Decemb
er 2019
Framew
Tianyue Chaoya 1
ork in 100.00 31,167. 153,470
Shantou wan ng October 60% 79,801 69,884
construc % 50 .40
Phase II District 2018
tion
Sales status of major projects:
Pre-sale/ Pre-sale/
Floor
Cumulati sales Floor sales
area
Floor ve revenue Cumulati area revenue
The Floor pre-sold/
area pre-sold/ generate ve settled in settled in
City/regi Name of Compan area with sold in
Location Status available sold in the settled the the
on project y’s plot ratio the
for sale floor Current floor Current Current
interest （㎡） Current
（㎡） area Period area (㎡) Period Period
Period
（㎡） (RM B’0, （㎡） (RM B’0,
（㎡）
000) 000)
Shenzhe Cuilinyu Longgan Ready 60,111.4
100.00% 56,137 50,695 8,059 28,685 48,427 7,302 25,675
n an g District for sale 2
Shenzhe Chuanqi Futian 43,075.4
Sold out 49.00% 21,093 21,093 18,012 131,715 21093 18,719 135,119
n Jingyuan District 5
Tianyue
Chaoyan 153,470.
Shantou wan For sale 100.00% 160,372 69,198 27,630 15,658 52,953 28,576 16,629
g District 40
Phase I
Rental status of major projects:
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
The Company’s Rentable area Cumulative Average
Name of project Location Usage
interest （㎡） rented area （㎡） occupancy rate
Real Estate Shenzhen Commercial
100.00% 3,413.88 3,413.88 100.00%
M ansion
North Block of Shenzhen Commercial
Guoshang 100.00% 4,819.71 4,819.71 100.00%
M ansion
Petrel Building Shenzhen Commercial 100.00% 22,475.47 22,475.47 100.00%
SPG Plaza Shenzhen Office building 100.00% 59,462.52 48,110.57 80.91%
SPG Plaza Shenzhen Commercial
100.00% 21,456.72 21,456.72 100.00%
Podium
Wenjin Garden Shenzhen Commercial 100.00% 3,531.60 3,531.60 100.00%
Primary land development:
□ Applicable √ Not applicable
Financing channels:
Financing cost M aturity structure
Financing
Ending balance of financings range/average
channel Within 1 year 1-2 years 2-3 years Over 3 years
financing cost
Development strategy and operating plan for the coming year:
Please refer to “IX Prospects” in this part.
Provision of guarantees for homebuyers on bank mortgages:
√ Applicable □ Not applicable
As at 31 December 2019, as a usual practice for real estate developers, the Group provided
guarantees of a total amount of RMB475.3967 million for its homebuyers on their bank mortgages.
Project Guarantee period Guarantee amount Note
(RMB’0,000)
Until the property ownership certificate is registered as
Cuilinyuan 15,819.86
collateral and handed over to bank for keeping
Chuanqi Donghu Until the property ownership certificate is registered as
17,535.05
Mingyuan collateral and handed over to bank for keeping
Tianyuewan Until the property ownership certificate is registered as
14,184.76
Phase I collateral and handed over to bank for keeping
Total 47,539.67
Joint investments by directors, supervisors and senior management and the listed company (applicable for such investments where
the directors, supervisors and senior management are the major source of investment):
□ Applicable √ Not applicable
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
II Core Business Analysis
1. Overview
See “I Overview” above.
2. Revenue and Cost Analysis
(1) Breakdown of Operating Revenue
Unit: RM B
2019 2018
As % of total As % of total
Change (%)
Operating revenue operating revenue Operating revenue operating revenue
(%) (%)
Total 2,548,740,319.49 100% 2,175,187,242.60 100% 17.17%
By operating division
Property sales 2,017,872,864.14 79.17% 1,595,473,065.40 73.35% 5.82%
Engineering and
304,837,313.46 11.96% 370,298,109.36 17.02% -5.06%
construction
Property
157,665,638.01 6.19% 146,123,975.95 7.36% -1.17%
management
Rental service 86,484,133.79 3.39% 92,015,827.23 3.59% -0.20%
Other 15,337,469.10 0.60% 25,329,926.73 1.16% -0.56%
Eliminated internal
transactions and -33,457,099.01 -1.31% -54,053,662.07 -2.49% 1.17%
accounts
By product category
Residential units 719,499,453.23 28.23% 1,435,068,125.37 65.97% -37.74%
Shops and parking
11,526,595.29 0.45% 1,614,094.30 0.07% 0.38%
lots
Apartments 1,286,846,815.62 50.49% 158,790,845.73 7.30% 43.19%
Other 564,324,554.36 22.14% 633,767,839.27 29.14% -6.99%
Eliminated internal
transactions and -33,457,099.01 -1.31% -54,053,662.07 -2.49% 1.17%
accounts
By operating segment
Guangdong Province 2,491,373,238.76 97.75% 2,142,575,113.69 98.50% -0.75%
16
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Other regions in
90,235,417.77 3.54% 86,071,887.30 3.96% -0.42%
China
Overseas 588,761.97 0.02% 593,903.68 0.03% 0.00%
Eliminated internal
transactions and -33,457,099.01 -1.31% -54,053,662.07 -2.49% 1.17%
accounts
(2) Operating Division, Product Category or Operating Segment Contributing over 10% of Operating
Revenue or Operating Profit
√ Applicable □ Not applicable
Unit: RM B
YoY change in YoY change in
Operating Gross profit YoY change in
Cost of sales operating revenue gross profit
revenue margin cost of sales (%)
(%) margin (%)
By operating division
Property sales 2,017,872,864.14 497,310,023.38 75.35% 26.47% 11.63% 3.28%
Engineering and
304,837,313.46 298,315,846.77 2.14% -17.68% -16.75% -1.09%
construction
By product category
Residential units 719,499,453.23 268,317,902.55 62.71% -49.86% -36.48% -7.86%
Shops and
11,526,595.29 4,281,944.66 62.85% 614.12% 441.60% 11.83%
parking lots
Apartments 1,286,846,815.62 224,710,176.17 82.54% 710.40% 909.10% -3.44%
By operating segment
Guangdong
2,491,373,238.76 910,671,531.26 63.45% 16.28% -0.51% 31.77%
Province
Core business data of the prior year restated according to the changed statistical caliber for the Reporting Period:
□ Applicable √ Not applicable
(3) Whether Revenue from Physical Sales Is Higher than Service Revenue
√ Yes □ No
Operating division Item Unit 2019 2018 Change (%)
Sales volume RM B’0,000 53,222 37,808 40.77%
Real estate Output RM B’0,000 38,575 73,927 -47.82%
Inventory RM B’0,000 161,109 176,408 -8.67%
Any over 30% YoY movements in the data above and why:
17
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
√ Applicable □ Not applicable
The sales volume went up 40.77% year-on-year, primarily driven by the launch of a tertiary referral agent system for the purpose of
promoting sales. And the output went down year-on-year, primarily because most constructions in progress had been completed and
the major ongoing construction project was Tianyuewan Phase II in Shantou.
(4) Execution Progress of Major Signed Sales Contracts in the Reporting Period
□ Applicable √ Not applicable
(5) Breakdown of Cost of Sales
By operating division
Unit: RM B
2019 2018
Operating division Item As % of total cost As % of total cost of Change (%)
Cost of sales Cost of sales
of sales (%) sales (%)
Real estate 497,310,023.38 51.92% 445,500,004.85 47.48% 16.85%
Engineering construction 298,315,846.77 31.15% 358,335,541.20 38.19% -14.97%
Property management 142,261,602.88 14.85% 128,536,788.40 15.08% 12.47%
Rental services 45,173,891.05 4.72% 46,069,096.38 3.52% -10.49%
Other 13,404,895.03 1.40% 19,705,354.72 2.10% -0.58%
Eliminated internal transactions
-38,713,606.57 -4.04% -59,760,772.46 -6.37% -3.27%
and accounts
(6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period
□ Yes √ No
(7) Major Changes to the Business Scope or Product or Service Range in the Reporting Period
□ Applicable √ Not applicable
(8) Major Customers and Suppliers
M ajor customers:
Total sales to top five customers (RM B) 91,065,399.14
Total sales to top five customers as % of total sales of the Reporting Period (%) 3.57%
Total sales to related parties among top five customers as % of total sales of the Reporting Period (%) 0.00%
Information about top five customers:
18
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Sales revenue contributed for the Reporting Period
No. Customer As % of total sales revenue (%)
(RM B)
1 Legal person A 30,430,950.54 1.19%
2 Legal person B 19,809,523.81 0.78%
3 Legal person C 15,607,569.91 0.61%
4 Legal person D 15,035,134.76 0.59%
5 Legal person E 10,182,220.12 0.40%
Total -- 91,065,399.14 3.57%
Other information about major customers:
□ Applicable √ Not applicable
M ajor suppliers:
Total purchases from top five suppliers (RM B) 225,289,440.84
Total purchases from top five suppliers as % of total purchases of the Reporting Period (%) 48.32%
Total purchases from related parties among top five suppliers as % of total purchases of the
36.01%
Reporting Period (%)
Information about top five suppliers:
No. Supplier Purchase in the Reporting Period (RM B) As % of total purchases (%)
1 Legal person A 167,885,971.23 36.01%
2 Legal person B 19,623,072.70 4.21%
3 Legal person C 15,035,134.76 3.23%
4 Legal person D 12,563,042.03 2.69%
5 Legal person E 10,182,220.12 2.18%
Total -- 225,289,440.84 48.32%
Other information about major suppliers:
□ Applicable √ Not applicable
3. Expense
Unit: RM B
2019 2018 Change (%) Reason for any significant change
Selling expense 79,480,254.02 52,562,980.22 51.21% Increase of referral fee and commission
Administrative expense 68,854,618.70 74,029,840.44 -6.99%
Finance costs -20,906,149.20 -17,235,722.16 21.30% The decrease of interest expense
Taxes and surcharges 751,013,928.21 445,365,141.92 68.63% Provisions for VAT of land
Return on investment Wealth management income from bank
32,429,481.23 17,121,605.87 89.41%
(“-” for loss) structural deposits
19
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
4. R&D Expense
□ Applicable √ Not applicable
5. Cash Flows
Unit: RM B
Item 2019 2018 Change (%)
Subtotal of cash generated from operating
2,728,276,550.05 2,274,046,624.46 19.97%
activities
Subtotal of cash used in operating activities 2,124,668,825.30 1,211,479,218.87 75.38%
Net cash generated from/used in operating
603,607,724.75 1,062,567,405.59 -43.19%
activities
Subtotal of cash generated from investing
2,237,622,620.55 614,891,757.53 263.91%
activities
Subtotal of cash used in investing activities 2,321,918,490.62 1,500,629,839.43 54.73%
Net cash generated from/used in investing
-84,295,870.07 -885,738,081.90 90.48%
activities
Subtotal of cash generated from financing
43,741,293.64 17,550,137.29 149.24%
activities
Subtotal of cash used in financing activities 204,370,642.51 253,025,175.24 -19.23%
Net cash generated from/used in financing
-160,629,348.87 -235,475,037.95 31.78%
activities
Net increase in cash and cash equivalents 358,667,324.42 -58,266,620.53 722.34%
Explanation of why any of the data above varies significantly:
√ Applicable □ Not applicable
The subtotal of cash generated from operating activities in 2019 showed a year-on-year increase of 19.97%,
mainly caused by the increase of the houses selling amount received from selling products and providing the labor
services of 2019.
The subtotal of cash used in operating activities in 2019 showed a year-on-year increase of 75.38%, mainly due to
the increase of tax payments.
The subtotal of cash generated by investing activities in 2019 showed a year-on-year increase of 263.91%, mainly
because of recovering the bank structural deposits of RMB2.2 billion in2019.
The subtotal of cash used in investing activities in 2019 showed a year-on-year increase of 54.73%, mainly because
the Company invested to buy bank structural deposits of RMB2.3 billion in 2019.
The subtotal of cash generated by financing activities in 2019 showed a year-on-year increase of 149.24%, mainly
because of the increase of wealth management income from bank structural deposits in 2019.
The subtotal of cash used in financing activities in 2019 showed a year-on-year decrease of 19.23%, mainly because
funds increased in the factoring operations in the current year.
The net increase in cash and cash equivalents in 2019 showed a year-on-year increase of 722.34%, mainly
because funds increased in the factoring operations in the current year.
20
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Reason for any big difference between the net operating cash flow and t he net profit for this Reporting Period
□ Applicable √ Not applicable
III Analysis of Non-Core Businesses
□ Applicable √ Not applicable
IV Analysis of Assets and Liabilities
1. Significant Changes in Asset Composition
Unit: RM B
31 December 2019 31 December 2018 Change in
As % of total As % of total percentag Reason for any significant change
Amount Amount
assets assets e (%)
2,511,140,445. 2,050,804,935.
M onetary assets 51.15% 44.07% 7.08% Withdrawal of money from selling
35 93
Accounts
62,059,055.68 1.26% 26,678,630.82 0.57% 0.69% Increase of receivable project funds
receivable
1,462,229,048. 1,685,152,051.
Inventories 29.78% 36.22% -6.44%
18 26
Investment 632,241,900.2
12.88% 623,930,838.15 13.41% -0.53%
property 0
Long-term equity
469,838.65 0.01% 12,561,107.24 0.27% -0.26% Provision for impairment
investments
Fixed assets 30,522,035.11 0.62% 33,926,198.52 0.73% -0.11%
Short-term Increase of pledge and discount by
51,647,260.17 1.05% 17,260,103.46 0.37% 0.68%
borrowings accounts receivable
585,700,815.3
Taxes payable 11.93% 300,547,372.98 6.46% 5.47% Provisions for VAT of land
6
277,319,174.5
Other payables 5.65% 721,819,898.48 15.51% -9.86% Settlement of VAT of land
3
2. Assets and Liabilities at Fair Value
√ Applicable □ Not applicable
Unit: RM B
21
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Gain/loss on Cumulative
Impairment
fair-value fair-value Purchased in Sold in the
Beginning allowance for Other Ending
Item changes in the changes the Reporting Reporting
amount the Reporting changes amount
Reporting charged to Period Period
Period
Period equity
Financial
assets
4. Investment
s in other 33,126,730.
30,922,155.02 2,204,575.02
equity 04
instruments
Subtotal of
33,126,730.
financial 30,922,155.02 2,204,575.02
04
assets
Total of the 33,126,730.
30,922,155.02 2,204,575.02
above 04
Financial
0.00 0.00
liabilities
Other change
Significant changes to the measurement attributes of the major assets in the Reporting Period:
□ Yes √ No
3. Restricted Asset Rights as at the Period-End
Item Ending carrying value Reasons
Monetary assets 1,003,950,685.00 Undue structural deposits
Accounts receivable 51,647,260.17 Pledge for short-term borrowings
Total 1,055,597,945.17
V Investments Made
1. Total Investment Amount
□ Applicable √ Not applicable
2. Major Equity Investments Made in the Reporting Period
□ Applicable √ Not applicable
22
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
3. Major Non-Equity Investments Ongoing in the Reporting Period
□ Applicable √ Not applicable
4. Financial Investments
(1) Securities Investments
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(2) Investments in Derivative Financial Instruments
□ Applicable √ Not applicable
No such cases in the Reporting Period.
5. Use of Funds Raised
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(1) Overall Use of Funds Raised
□ Applicable □ Not applicable
(2) Commitment Projects of Funds Raised
□ Applicable □ Not applicable
(3) Change in Projects of Funds Raised
□ Applicable □ Not applicable
VI Sale of Major Assets and Equity Inte rests
1. Sale of Major Assets
□ Applicable √ Not applicable
No such cases in the Reporting Period.
2. Sale of Major Equity Interests
□ Applicable √ Not applicable
23
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
VII Major Subsidiaries
√ Applicable □ Not applicable
M ajor fully/majority-owned subsidiaries and those minority -owned subsidiaries with an over 10% effect on the Company’s net profit:
Unit: RM B
Relationship Principal Registered Operating Operating
Name with the activity Total assets Net assets Net profit
capital revenue profit
Company
Shenzhen SPG
Longgang Real estate 30,000,000. 641,467,005 85,723,587. 245,325,748 52,271,506. 39,261,438.
Subsidiary
Development Co., development 00 .26 64 .56 74 25
Ltd.
Shantou SEZ,
Wellam FTY
Real estate 91,226,120. 199,040,626 124,606,659 16,142,556. 1,235,069.5 1,008,352.8
Building Subsidiary
development 44 .36 .86 25 9 8
Development, Co.,
Ltd.
Shantou Huafeng
Real Estate Real estate 80,000,000. 922,144,188 21,314,115. 158,381,370 -2,818,105.3 -10,348,77
Subsidiary
Development Co., development 00 .81 14 .34 2 9.46
Ltd.
Great Wall Estate Real estate 2,051,146.0 19,313,504. -88,661,190. -273,403.8
Subsidiary 588,761.97 -273,403.83
Co., Inc. (U.S.) development 0 71 63 3
Shenzhen Zhentong Installation
10,000,000. 111,975,243. 24,285,554. 306,512,094 -1,526,881.6 -1,087,022.
Engineering Co., Subsidiary and
00 95 39 .79 3 38
Ltd. maintenance
Shenzhen Property
Property 7,250,000.0 106,677,568 28,018,960. 164,538,783 5,564,347.7 4,204,947.2
M anagement Co., Subsidiary
management 0 .29 29 .12 4 2
Ltd.
Shenzhen Petrel Hotel 30,000,000. 51,250,282. 46,221,091. 26,011,914. 4,900,951.9 4,431,852.5
Subsidiary
Hotel Co., Ltd. service 00 57 78 59 7 8
Shenzhen Huazhan
Construction 8,000,000.0 10,234,197. 9,412,297.9 3,889,537.6
Subsidiary Supervisor 789,329.31 591,564.98
Supervision Co., 0 06 4 1
Ltd.
Investment
Xin Feng Enterprise 405,581,919 -138,637,92 -16,668,673. -16,668,67
Subsidiary and 502,335.00 0.00
Co., Ltd. .38 9.01 66 3.66
management
Subsidiaries obtained or disposed in the Reporting Period:
□ Applicable √ Not applicable
Information about major majority - and minority-owned subsidiaries:
24
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
1. Except the Company, the subordinate subsidiaries engaged in real estate development mainly
include: Shenzhen SPG Longgang Development Co., Ltd., Shantou SEZ, Wellam FTY, Building
Development, Co., Ltd., Shantou Huafeng Real Estate Development Co., Ltd. The Cuilinyuan
project developed by Shenzhen SPG Longgang Development Co., Ltd. brought forward RMB245
million in 2019 (the percentage of accumulative sales carried forward was 85%), accounting for 12%
of the Company's real estate sector income, 9.6% of the Company's operating revenue and 7% of
the group's combined profits. Jinyedao and YuejingDongfang developed by Shantou SEZ, Wellam
FTY, Building Development, Co., Ltd. left a few amount of remaining buildings for sale. And
Shantou Huafeng Real Estate Development Co., Ltd. was responsible for the development of
Tianyuewan project (divided into Phase I and Phase II). Tianyuewan Phase I was opened for sale in
October 2016 and completed in December 2017. The Phase II started construction in November
2018 and was expected to be completed before the end of 2019. As of 2019, the sales progress of
the Phase I was relatively slow with a accumulated sales rate of about 50%. The main reasons for
the loss in 2019 were: the sales progress was not up to expectations, and another was due to the
payment of interest on internal borrowings.
2. Shenzhen Zhentong Engineering Co., Ltd. was engaged in the business of building installation and
maintenance with the 2019 operating revenues of RMB306 million and of 8% to the operating
revenues of the Company.
3. Shenzhen Property Management Co., Ltd was engaged in the industry of property management,
and the business was steady. The 2019 operating revenues was of RMB164 million that was of 6% to
the operating revenues of the Company.
4. The 2019 net profits of Xin Feng Enterprise Co., Ltd. was of RMB-16.67 million which mainly due
to the changes of exchange rate and the provision made for impairment of long-term equity
investment of RMB12.17 million.
VIII Structured Bodies Controlled by the Compa ny
□ Applicable √ Not applicable
IX Prospects
(I) Industrial Pattern and Trend
With a look into 2020, the sudden COVID-19 Epidemic has increased the downward pressure of domestic
economy for a short period. But from a long-term view, due to the strong resilience of China’s economy, the
short-term economic fluctuation caused by the epidemic will gradually weaken to the general trend of economic
development. The basic trend of growth amid stability and on a long-term basis of China’s economy will remain
unchanged. The real estate industry is affected by the epidemic substantially in a short term, with real estate
companies under performance pressure. However, with the implementation of a variety of stimulation policies
countering the epidemic impact, improvement is expected in the “abnormal trend” of the real estate sector at the
beginning of the year; from an overall perspective, the country’s positioning of “Houses are for living in, not for
speculating on” and the target of “stabilizing land prices, housing prices and expectations” are expected to remain
unchanged. In 2019, Shenzhen’s medium- and long-term plans continuously yielded good results. Coupled with
partial adjustment to the real estate market policy, it sparked continuous market concern and stimulated the
growth of deals. It is expected that Shenzhen’s real estate market in 2020 will continue the momentum of stable
25
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
development.
(II) Development Strategy of the Company
The Company will proactively adapt to the “new norm” of macroeconomic development, seek new opportunities
th
in the real estate industry, make full use of the favorable foundation for rapid development during the 13
Five-Year Plan period, and persist in the concept of seeking growth amid stability and continuous development.
By continuing to center around the goal of building a competitive professional real estate company, it will
accelerate the development and construction of existing land and projects, prudently look for new investment
opportunities, recover the financing capacity on capital market, vigorously promote reforms, innovation and
mechanism switch, and make full efforts to generate reasonable and stable investment returns for the shareholders
without insisting on high-speed growth in business scale and profit targets.
(III) Potential Risks
Despite another new record in its performance during the Reporting Period, the Company still have some
problems that require prompt solution:
First, affected by the assets restructuring, the Company has not developed any new land for reser ve in recent years,
bringing great challenges to its sustained operations; the restructuring work remains unsettled for prolonged time,
resulting in the loss of the Company’s core professional and technical personnel with a stronger wait-and-see
attitude among the staff;
Second, the transformation of the economic development pattern and the reform in the housing policy have
enhanced the competitive edges of industrial leading companies, leading to a faster process of “the fittest survive”,
increasingly higher concentration of the real estate industry and ever-growing market shares of advantaged
enterprises. The Company has yet to improve its core competitiveness in a number of segments involved in its real
estate development control, including design, construction, cost control, marketing and after-sale services;
Third, the sudden COVID-19 Epidemic has brought substantial impact to the Company’s main business and
affiliates. Consequently, its original marketing plans for the first quarter and the first half year are exposed to
serious impact and its affiliates are unable to carry out their business normally, putting pressure on the annual
operating income and performance targets.
The Company will attach great importance to the above-mentioned problems and proactively take effective
measures to solve them.
(IV) Operating Plan
The Company will follow these guidelines for its work of 2020: Persist in the concept of innovation with stability
and sustained development; work hard to manage the efforts towards party building, the construction of an honest
party and an incorruptible government and the building of corporate culture; reinforce strategic management;
focus on its main business real estate; make full efforts to properly carry out safe production and busines s
management; proactively plan for new land development; continuously improve the control level; effectively deal
with the COVID-19 Epidemic; orderly promote material assets restructuring; push the progress of all tasks to a
higher level; and strive to develop itself into a listed real estate company with industrial competitiveness.
Centering around the annual target, the Company will focus on the following four aspects in 2020:
First, it will focus on main business and strive to strengthen industrial competitiveness. The Company will
reinforce strategic management, keep close watch on land market information, proactively explore new models of
project development and increase land and project reserves through multiple channels; it will spare no efforts to
promote the construction of ongoing projects and properly control project progress, quality and safety; it will pay
close attention to market changes and policy trends, vigorously drive project sales and ensure the achievement of
the annual sales target; it will continue to optimize control policies and processes, manage talent team building
and comprehensively improve its main business development capacity.
26
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Second, it will orderly promote the material assets restructuring. The Company will keep close watch on the
trends of capital market and regulatory polic ies, work hard to strengthen communication with regulatory
authorities and collaboration with all trade parties, promote the material assets restructuring process in compliance,
fulfill the obligation of information disclosure strictly in accordance with regulatory rules, patiently and
attentively manage investor relations and maintain its good image on capital market; during the restructuring, it
will stabilize the staff team and guarantee normal operations and the implementation of the original targets.
Third, it will make full efforts in the epidemic prevention and control and production safety. The Company will
intensify guarantee measures, make active steps to deal with the epidemic, work hard at the s afety of project
construction, rental property and office areas, properly reduce the epidemic impact on production and operations,
avoid production safety accidents and create favorable conditions for the achievement of this year’s operating
target.
Fourth, it will endeavor to manage its efforts towards party building and the construction of an honest party and an
incorruptible government. The Company will further study and implement Xi Jinping Thought on Socialism with
Chinese Characteristics for a New Era, put into effect the guiding principles of the 19th National Congress the
th
second, third and fourth plenary sessions of its 19 Central Committee of the Communist Party of China,
implement fully the decisions of the superior party committee, give play to the leading role of the party
committees of state-owned enterprises in controlling directions, managing the overall situation and guaranteeing
the implementation, integrate party leadership into corporate governance and lead high-quality corporate
development.
X Communications with the Investment Community such as Researches, Inquiries and
Inte rvie ws
1. During the Reporting Period
√ Applicable □ Not applicable
Type of
Way of
Date communication Index to main information communicated
communication
party
Inquired of the progress of assets restructuring and the sales of project
21 January 2019 By telephone Individual
development, and didn’t offer written materials
Inquired of the progress of assets restructuring and annual operation and
25 February 2019 By telephone Individual expected disclosure time of annual report, and didn’t offer written
materials
Inquired of the progress of assets restructuring and fundamentals of the
26 M arch 2019 By telephone Individual
Company, and didn’t offer written materials
Inquired of the progress of assets restructuring and share trading
11 April 2019 By telephone Individual
resumption time of the Company, and didn’t offer written materials
Inquired of the progress of assets restructuring and share trading
17 M ay 2019 By telephone Individual
resumption time of the Company, and didn’t offer written materials
Inquired of the progress of assets restructuring and fundamentals of the
12 June 2019 By telephone Individual
Company, and didn’t offer written materials
27
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Inquired of the progress of assets restructuring and fundamentals of the
26 June 2019 By telephone Individual
Company, and didn’t offer written materials
Inquired of the interim operation, progress of assets restructuring and
4 July 2019 By telephone Individual expected share trading resumption time of the Company, and didn’t offer
written materials
Inquired of the progress of assets restructuring and share trading
24 July 2019 By telephone Individual
resumption time of the Company, and didn’t offer written materials
Inquired of the progress of assets restructuring and share trading
5 August 2019 By telephone Individual resumption time of the Company, and expected disclosure time of interim
report, and didn’t offer written materials
Inquired of the progress of assets restructuring and share trading
12 September 2019 By telephone Individual
resumption time of the Company, and didn’t offer written materials
Inquired of the progress of assets restructuring and share trading
18 September 2019 By telephone Individual
resumption time of the Company, and didn’t offer written materials
Inquired of the progress of assets restructuring and operation of the
30 September 2019 By telephone Individual Company, and expected disclosure time of third quarter report, and didn’t
offer written materials
Inquired of the progress of assets restructuring and, reasons for delaying
10 October 2019 By telephone Individual share trading resumption, and expected share trading resumption time and
didn’t offer written materials
Inquired of the progress of assets restructuring and, reasons for delaying
25 October 2019 By telephone Individual share trading resumption, and expected share trading resumption time and
didn’t offer written materials
Inquired of the progress of assets restructuring and, reasons for delaying
7 November 2019 By telephone Individual share trading resumption, and expected share trading resumption time and
didn’t offer written materials
Inquired of the progress of assets restructuring and share trading
18 November 2019 By telephone Individual resumption time of the Company, and change of CPAs by the Company,
and didn’t offer written materials
Inquired of the progress of assets restructuring and share trading
2 December 2019 By telephone Individual
resumption time of the Company, and didn’t offer written materials
Inquired of the progress of assets restructuring and share trading
10 December 2019 By telephone Individual
resumption time of the Company, and didn’t offer written materials
Inquired of the progress of assets restructuring, annual operation, and the
19 December 2019 By telephone Individual
sales of project development, and didn’t offer written materials
Inquired of the progress of assets restructuring, annual operation, and the
26 December 2019 By telephone Individual
sales of project development, and didn’t offer written materials
Times of communications 21
Number of institutions communicated with 0
28
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Number of individuals communicated with 21
Number of other communication parties 0
Tip-offs or leakages of substantial supposedly -confidential information during communications None
29
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Part V Significant Events
I Profit Distributions to Ordinary Shareholders (in the Form of Cash and/or Stock)
How the profit distribution policy, especially the cash dividend policy, for ordinary shareholders was formulated, executed or revised in
the Reporting Period:
□ Applicable √ Not applicable
The profit distributions to ordinary shareholders, either in the form of cash or stock, in the past three years (including the Reporting
Period) are summarized as follows:
The profit distribution strictly observe regulations of the Articles of Association, and the specific
cash dividend plan is worked out after the approval of the board meeting and general meeting.
Independent directors played their roles with due diligence.
For the year 2017, no profit distribution or share capital increase from capital reserve would be
conducted.
For 2018, based on the total 1,011,660,000 shares of the Company as at 31 December 2018, a cash
dividend of RMB2.00 (tax included) will be distributed to the A-share and B-share holders for every
10 shares they hold without bonus share (tax included), and no share capital increase from capital
reserve would be conducted.
For 2019, based on the total 1,011,660,000 shares of the Company as at 31 December 2019, a cash
dividend of RMB1.65 (tax included) will be distributed to the A-share and B-share holders for every
10 shares they hold without bonus share (tax included), and no share capital increase from capital
reserve would be conducted.
Cash dividend for ordinary shareholders in the past three years (including the Reporting Period):
Unit: RM B
Net profit attributable to Total cash
Cash
Cash ordinary shareholders of dividends in dividends
A as % of other forms C as % of D as %
Year dividends (tax the listed company in (such as share (including those
B (%) B (%) of B (%)
inclusive) (A) consolidated statements repurchase) in other forms)
(C)
for the year (B) (D)
2019 166,923,900.00 552,452,307.59 30.22% 0.00 0.00% 166,923,900.00 30.22%
2018 202,332,000.00 503,498,831.60 40.19% 0.00 0.00% 202,332,000.00 40.19%
2017 0.00 184,988,512.42 0.00% 0.00 0.00% 0.00 0.00%
Indicate by tick mark whether the Company fails to put forward a cash dividend proposal for the ordinary shareholders despite the
facts that the Company has made profits in the Reporting Period and the profits of the Company as the parent distributable to the
ordinary shareholders are positive.
□ Applicable √ Not applicable
II Final Dividend Plan for the Reporting Pe riod
√ Applicable □ Not applicable
30
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Bonus shares for every 10 shares (share) 0
Dividend for every 10 shares (RM B) (tax inclusive) 1.65
Additional shares to be converted from capital reserve for every 10 shares (share) 0
Total shares as the basis for the profit distribution proposal (share) 1011660000
Cash dividends (RM B) (tax inclusive) 166,923,900.00
Cash dividends in other forms (such as share repurchase) (RM B) 0.00
Total cash dividends (including those in other forms) (RM B) 166,923,900.00
Distributable profit (RM B) 1,280,197,219.96
Total cash dividends (including those in other forms) as % of total profit distribution 100%
Cash dividend policy
It’s not easy to distinguish in the Company’s development stage. While, when there is a major capital spending, the percentage of
cash dividends to the profit distribution shall be 20% at least when conducting the profit distribution.
Details about the proposal for profit distribution and converting capital reserve into share capital
The Profit Distribution Plan of 2019 was reviewed and approved by the 50 th M eeting of the 7th Board of Directors held on 13
M arch 2020, and intended to be submitted to The 2019 Annual General M eeting for review. Based on the total 1,011,660,000
shares of the Company as at 31 December 2019, a cash dividend of RM B1.65 (tax included) will be distributed to the A -share and
B-share holders for every 10 shares they hold without bonus share (tax included), and no share capital increase from capital reserve
would be conducted. The profit distribution plan can be implemented upon review and approval of the Shareholders’ General
M eeting of the Company.
III Fulfillme nt of Commitments
1. Commitments of the Company’s Actual Controller, Shareholders, Related Parties and Acquirers, as well
as the Company Itself and other Entities Fulfilled in the Reporting Period or Ongoing at the Period-end
□ Applicable √ Not applicable
No such cases in the Reporting Period.
2. Where there had been an earnings forecast for an asset or project and the Reporting Period was still
within the forecast period, explain why the forecast has been reached for the Reporting Period.
□Applicable √ Not applicable
IV Occupation of the Company’s Capital by the Controlling Shareholder or Its Related
Parties for Non-Operating Purposes
□ Applicable √ Not applicable
No such cases in the Reporting Period.
31
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
V Explanations Given by the Board of Directors, the Supervisory Board and the Independent
Directors (if any) Regarding the Independent Auditor's “Modified Opinion” on the Financial
Statements of the Reporting Pe riod
□ Applicable √ Not applicable
VI YoY Changes to Accounting Policies, Estimates and Methods
√ Applicable □ Not app licable
Please refer to “30. Changes in Main Accounting Policies and Estimates” of “III Main Accounting
Policies and Estimates” in “Part XII Financial Statements” for details.
VII Retrospective Restatements due to Correction of Material Accounting Errors in the
Reporting Period
□ Applicable √ Not applicable
No such cases in the Reporting Period.
VIII YoY Changes to the Scope of the Consolidated Financial Statements
□ Applicable √ Not applicable
No such cases in the Reporting Period.
IX Engage ment and Disengagement of Independent Auditor
Current independent auditor
Name of the domestic independent auditor Grant Thornton China (LLP)
The Company’s payment to the domestic independent auditor (RM B’0,000) 53
How many consecutive years the domestic independent auditor has
0
provided audit service for the Company
Names of the certified public accountants from the domestic independent
Huang Shengsen, Zhao Juanjuan
auditor writing signatures on the auditor’s report
How many consecutive years the certified public accountants from the
0
domestic independent auditor have provided audit service for the Company
Indicate by tick mark whether the independent auditor was changed for the Reporting Period.
√ Yes □ No
Indicate by tick mark whether the independent auditor was changed during the auditing period
□ Yes √ No
Whether the change of the independent auditor has performed the approval procedure
√ Yes □ No
Notes to the change of the independent auditor
Considering that Ruihua Certified Public Accountants LLP has provided audit service for the Company for consecutive years, to
32
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
ensure the independence and objectivity of audit, the Company made a public bidding for CPAs based on the Company’s demand for
future development. Then, after review of the 47th M eeting of the 7th Board of Directors and the 1st Extraordinary General M eeting of
2019, the Company determined to hire Grant Thornton China (LLP) (hereinafter referred to as “Grant Thornton”) as the auditor for
the Company’s 2019 Financial Report and internal control.
Independent auditor, financial advisor or sponsor engaged for the audit of internal controls:
√ Applicable □ Not applicable
The Company hired Grant Thornton China (LLP) to provide internal control audit service for this Reporting Period at the cost of
RM B0.23 million.
X Possibility of Listing Suspension or Termination after Disclosure of this Report
□ Applicable √ Not applicable
XI Insolvency and Reorganization
□ Applicable √ Not applicable
No such cases in the Reporting Period.
XII Major Legal Matters
√Applicable □ Not applicable
Involved Index to
General Provi Progre Execution of Disclosure
amount Decisions and effects disclosed
information sion ss decisions date
(RM B’0,000) information
The applicant
Business Tourism Company had to
has received
pay for the compensation RMB36.62
RM B15.20
million and the relevant interest (from
million. Now
14 September 1998 to the payment day)
Business
to Xi’an Fresh Peak Company within
Tourism
one month after the judgment entering
Company has no Interim
into force. If the Business Tourism
Xi’an In executable Report 2019
Company failed to pay in time, it had to 21 August
Project 2,100 No execut properties and (full text) on
pay double debt interests to Xi’an Fresh 2019
Lawsuit ion Xi’an Joint www.cninfo.
Peak Company for the overdue period;
Commission on com.cn
② Xi’an Joint Commission on
Commerce has
Commerce had jointly and severally
been refusing to
obligation of the interests of the
execute the
compensation; . ③ Business Tourism
ruling. It is
Company shall bear RM B227,500 of the
difficult to
acceptance fee and the security fee.
recover the rest.
33
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
XIII Punishme nts and Rectifications
□ Applicable √ Not applicable
No such cases in the Reporting Period.
XIV Credit Quality of the Company as well as Its Controlling Share holder and Actual
Controller
□ Applicable √ Not applicable
XV Equity Incentive Plans, Employee Stock Owners hip Plans or Other Incentive Measures
for Employees
□ Applicable √ Not applicable
No such cases in the Reporting Period.
XVI Major Related-Party Transactions
1. Continuing Related-Party Transactions
√Applicable □ Not applicable
As % of Obtaina
total Approv ble Index
Relation Over
Total value of ed M ethod market to
ship Type of Specific Pricing Transact the
Related value all transacti of price for Disclos disclose
with the transacti transacti principl ion approve
party (RM B’0 same-ty on line settleme same-ty ure date d
Compan on on e price d line or
,000) pe (RM B’0 nt pe informa
y not
transacti ,000) transacti tion
ons ons
Wholly-
owned
subsidia 2018
Controll
ry Annual
ed by Negotiat
Shenzhen Enginee undertoo Report
the e 29
Jianan ring k Bank disclose
same through - 283.61 0.93% 283.61 Not - M arch
(Group) construc engineer transfer d on
compan agreeme 2019
Co., Ltd. tion ing www.c
y as the nts
construc ninfo.c
parent
tion of om.cn
related
party
Shenzhen Controll Enginee Wholly- Negotiat 16,788. 16,788. Bank 29 2018
- 36.01% Not -
Jianan ed by ring owned e 6 6 transfer M arch Annual
34
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
(Group) the construc subsidia through 2019 Report
Co., Ltd. same tion ry paid agreeme disclose
compan total nts d on
y as the account www.c
parent for ninfo.c
construc om.cn
tion
contract
ed to
related
party
17,072. 17,072.
Total -- -- -- -- -- -- -- --
21 21
Large-amount sales return in detail N/A
Give the actual situation in the Reporting Period (if any) where an estimate had been made for the total value of
N/A
continuing related-party transactions by type to occur in the Reporting Period
Reason for any significant difference between the transaction price and the market reference price (if applicable) N/A
2. Related-Party Transactions Regarding Purchase or Sales of Assets or Equity Interests
□ Applicable √ Not applicable
No such cases in the Reporting Period.
3. Related Transactions Regarding Joint Investments in Third Parties
□ Applicable √ Not applicable
No such cases in the Reporting Period.
4. Credits and Liabilities with Related Parties
□ Applicable √ Not applicable
No such cases in the Reporting Period.
5. Other Major Related-Party Transactions
□ Applicable √ Not applicable
No such cases in the Reporting Period.
35
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
XVII Major Contracts and Execution thereof
1. Entrustment, Contracting and Leases
(1) Entrustment
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(2) Contracting
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(3) Leases
□ Applicable √ Not applicable
No such cases in the Reporting Period.
2. Major Guarantees
□ Applicable √ Not applicable
No such cases in the Reporting Period.
3. Cash Entrusted to Other Entities for Management
(1) Cash Entrusted for Wealth Management
√ Applicable □ Not applicable
Overview of cash entrusted for wealth management in the Reporting Period
Unit: RM B’0,000
Overdue unrevoked
Type Capital resources Amount incurred Outstanding balance
amount
Bank financial products Self-owned funds 100,000 0 0
Bank financial products Self-owned funds 30,000 0 0
Bank financial products Self-owned funds 100,000 100,000 0
Total 230,000 100,000 0
High-risk entrusted wealth management with significant single amount or low security, poor liquidity and no capital preservation:
□ Applicable √ Not applicable
Whether there is the case where the principal cannot be recovered at maturity or other case which may cause impairment for
entrusted wealth management
□ Applicable √ Not applicable
36
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
(2) Entrusted Loans
□ Applicable √ Not applicable
No such cases in the Reporting Period.
4. Other Major Contracts
□ Applicable √ Not applicable
No such cases in the Reporting Period.
XVIII Corporate Social Responsibility (CSR)
1. Measures Taken to Fulfill CSR Commitment
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 the Reporting Period, the
Company organized the volunteer team and the Party member volunteer service team and positively
developed the volunteer service and the Party member volunteer service activities; furthermore, the
Company also executed the social responsibilities as a state-owned enterprise, made donations to
Shenzhen Charity Community Public Welfare Fund, provided special funds for community to
carrying out joint construction, joint governance and joint enjoyment, 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 football. As of the
Reporting Period, the Company actively performed its social responsibilities and obligations,
issuing consolation money of RMB37,192.90 to vulnerable groups and donations of RMB30,000.00
to poor families in the administrative region, collecting donations of 52,435.00 for poverty
alleviation as well as donating 1500 items of clothing.
2. Measures Taken for Targeted Poverty Alleviation
(1) Plans
(2) Summary of the Related Work Done in the Reporting Period
(3) Results
Indicator M easurement unit Quantity/Progress
1. General results —— ——
2. Itemized results —— ——
2.1 Out of poverty by industrial development —— ——
37
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
2.2 Out of poverty by transferring
—— ——
employment
2.3 Out of poverty by relocation —— ——
2.4 Out of poverty by education —— ——
2.5 Out of poverty by improving health —— ——
2.6 Out of poverty by protecting ecological
—— ——
environment
2.7 Subsidy for the poorest —— ——
2.8 Social poverty alleviation —— ——
2.9 Other items —— ——
3. Accolades received (for what and at what
—— ——
level)
(4) Subsequent Plans
3. Issues Related to Environmental Protection
Indicate by tick mark whether the Company or any of its subsidiaries is identified as a major polluter by the environmental p rotection
authorities.
Not applicable
XIX Other Significant Events
√ Applicable □ Not applicable
Since the controlling shareholder of the Company is planning a significant event that involves the
Company, upon the application to the Shenzhen Stock Exchange, trading in the stocks of the
Company (A-stock under the name of “SPG” and the code of “000029”; B-stock under the name of
“SPG-B” and the code of “200029”) was suspended starting from the opening of 14 September
2016. The Company disclosed the Announcement on Share Trading Suspension due to Planning of
Significant Event (No. 2016-022), the Announcement on Continued Share Trading Suspension due
to Planning of Significant Event (No. 2016-023) and the Announcement on Continued Share
Trading Suspension due to Planning of Significant Event (No. 2016-024) on 14 September 2016, 22
September 2016 and 29 September 2016, respectively. Upon ascertainment, the event constituted a
material asset restructuring. The Company disclosed the Announcement on Share Trading
Suspension due to Planning of Major Assets Restructuring (No. 2016-025) on 30 September 2016
and the Announcement on Signing Cooperation Agreement on Restructuring and Listing (No.
2016-027) on 10 October 2016.
The Company convened the 33rd Meeting of the 7th Board of the Directors on 11 November 2016,
which the Proposal on Continued Share Trading Suspension due to Planning of Major Assets
Restructuring was reviewed and approved. For details, see the Announcement on Continued Share
38
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Trading Suspension after Expiration of Period of Share Trading Suspension due to Planning of
Major Assets Restructuring (No. 2016-039) disclosed on 14 November 2016.
The Company convened the 1st Extraordinary General Meeting of 2016 on 12 December 2016, on
which the Proposal on Continued Share Trading Suspension due to Planning of Major Assets
Restructuring was reviewed and approved. For details, see the Announcement on Application for
Continued Share Trading Suspension after Expiration of Period of Share Trading Suspension due to
Planning of Major Assets Restructuring (No. 2016-047) disclosed on 13 December 2016.
The Company held an online illustration meeting to investors on 10 March 2017, communicating
this major assets restructuring with them and answering questions that they were generally
concerned about with the information allowed to be disclosed. For details, see the Announcement
on Online Illustration Meeting to Investors (No. 2017-012) disclosed on 11 March 2017.
On 14 December 2019, the Company disclosed the Announcement on Signing the Supplementary
Agreement VI of the Cooperation Agreement governing Restructuring and Listing (No. 2019-090),
which extends the exclusivity period and validity period stipulated in the restructuring cooperation
agreement to 31 December 2020.
To ensure the smooth progress of this major assets restructuring, prevent abnormal fluctuations in
the prices of its stocks and protect the rights and interests of its non-controlling interests, the
Company has applied to the Shenzhen Stock Exchange for continued share trading suspension for
no more than 1 month as of 14 February 2020 and expects to disclose the major assets restructuring
plan or report 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
Restructuring of Listed Companies prior to 14 March 2020. For details, see the Announcement on
Delay of Share Trading Resumption of Planning of Major Assets Restructuring (No. 2019-011)
disclosed on 14 February 2020.
During the share trading suspension period, the Company shall disclose the p rogress of this major
assets restructuring at least every five trading days in strict accordance with the requirements of
applicable laws and regulations. At present, this major assets restructuring is proceeding smoothly.
This major assets restructuring is subject to great uncertainty. Therefore, investors are kindly
reminded to pay attention to possible investment risk.
XX Significant Events of Subsidiaries
□ Applicable √ Not applicable
39
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Part VI Share Changes and Shareholder Information
I. Share Changes
1. Share Changes
Unit: share
Before Increase/decrease (+/-) After
Shares as Shares as
dividend dividend
Percentage New Percentag
Shares converted converted Other Subtotal Shares
(%) issues e (%)
from from capital
profit reserves
1. Restricted shares 0 0.00% 0 0 0 0 0 0 0.00%
1.1 Shares held by the state 0 0.00% 0 0 0 0 0 0 0.00%
1.2 Shares held by state-own
0 0.00% 0 0 0 0 0 0 0.00%
Legal-person
1.3 Shares held by other domestic
0 0.00% 0 0 0 0 0 0 0.00%
investors
Among which: shares held by
0 0.00% 0 0 0 0 0 0.00%
domestic legal person
Shares held by domestic natural
0 0.00% 0 0 0 0 0 0 0.00%
person
1.4 Oversea shareholdings 0 0.00% 0 0 0 0 0 0.00%
Among which: shares held by
0 0.00% 0 0 0 0 0 0 0.00%
oversea legal person
Shares held by oversea natural
0 0.00% 0 0 0 0 0 0 0.00%
person
1,011,660, 1,011,660
2. Unrestricted shares 100.00% 0 0 0 0 0 100.00%
000 ,000
891,660,0 891,660,0
2.1 RM B ordinary shares 88.14% 0 0 0 0 0 88.14%
00 00
2.2 Domestically listed foreign 120,000,0 120,000,0
11.86% 0 0 0 0 0 11.86%
shares 00 00
2.3 Oversea listed foreign shares 0 0.00% 0 0 0 0 0 0 0.00%
2.4 Other 0 0.00% 0 0 0 0 0 0 0.00%
1,011,660, 1,011,660
3. Total shares 100.00% 0 0 0 0 0 100.00%
000 ,000
40
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Reasons for share changes:
□ Applicable √ Not applicable
Approval of share changes:
□ Applicable √ Not applicable
Transfer of share ownership:
□ Applicable √ Not applicable
Progress on any share repurchase:
□ Applicable √ Not applicable
Progress on reducing the repurchased shares by means of centralized bidding:
□ Applicable √ Not applicable
Effects of share changes on the basic and diluted earnings per share, equity per share attributable to the Company’s ordinary
shareholders and other financial indicators of the prior year and the prior accounting period, respectively:
□ Applicable √ Not applicable
Other information that the Company considers necessary or is required by the securities regulator to be disclosed:
□ Applicable √ Not applicable
2. Changes in Restricted Shares
□ Applicable √ Not applicable
II. Issuance and Listing of Securities
1. Securities (Exclusive of Preferred Shares) Issued in the Reporting Period
□ Applicable √ Not applicable
2. Changes to Total Shares, Shareholder Structure and Asset and Liability Structures
□ Applicable √ Not applicable
3. Existing Staff-Held Shares
□ Applicable √ Not applicable
41
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
III Shareholders and Actual Controlle r
1. Shareholders and Their Shareholdings at the Period-End
Unit: share
Number of preferred
Number of ordinary Number of preferred
shareholders with resumed
Number of ordinary shareholders at the shareholders with
76,443 76,443 0 voting rights at the month-end 0
shareholders month-end prior to the resumed voting rights (if
prior to the disclosure of this
disclosure of this Report any) (see Note 8)
Report (if any) (see Note 8)
Shareholding of ordinary shareholders holding more than 5% shares or the top 10 of ordinary shareholders
Number Increase Number Number Pledged or frozen shares
of and of shares of shares
Holding sharehold decrease held held
Name of Nature of
percentag ing at the of shares subject to subject to
shareholder shareholder Status of shares Amount
e (%) end of the during trading trading
Reporting Reporting moratoriu moratoriu
Period Period m m
Shenzhen
State-owned legal 642,884,2 642,884,2
Investment 63.55%
person 62 62
Holdings Co., Ltd
Shandong Gold
Financial Holding
Capital
Domestic
M anagement Co., 10,300,00 10,300,00
non-state-owned 1.02%
Ltd. － Shandong 0 0
legal person
Gold Financial
Holding Sustaining
Fund 1
Domestic natural
Lu Zhigao 0.32% 3,246,949 3,246,949
person
Domestic natural
Tan Shiqing 0.13% 1,286,701 1,286,701
person
Domestic natural
Yang Shuilian 0.13% 1,273,700 1,273,700
person
Domestic natural
Yang Jianxiong 0.12% 1,255,750 1,255,750
person
Central Huijin
State-owned legal
Asset M anagement 0.12% 1,165,500 1,165,500
person
Co., Ltd.
42
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Domestic natural
Peng Wei 0.11% 1,129,082 1,129,082
person
Foreign natural
Wu Haoyuan 0.11% 1,109,300 1,109,300
person
Guotai Junan
Foreign legal
Securities (Hong 0.10% 1,015,683 1,015,683
person
Kong) Limited
Strategic investor or general legal person
becoming a top-10 ordinary shareholder due None
to rights issue (if any) (see Note 3)
The Company has found no related parties or acting-in-concert parties as defined in
Related or acting-in-concert parties among the
the Administrative M easures for Shareholding Changes in Listed Companies among
shareholders above
the shareholders above.
Top 10 unrestricted shareholders
Unrestricted shares Shares by type
Name of shareholder held at the
Type Shares
period-end
RM B ordinary
Shenzhen Investment Holdings Co., Ltd 642,884,262 642,884,262
shares
Shandong Gold Financial Holding Capital M anagement Co., Ltd. － RM B ordinary
10,300,000 10,300,000
Shandong Gold Financial Holding Sustaining Fund 1 shares
RM B ordinary
Lu Zhigao 3,246,949 3,246,949
shares
RM B ordinary
Tan Shiqing 1,286,701 1,286,701
shares
RM B ordinary
Yang Shuilian 1,273,700 1,273,700
shares
Domestically
Yang Jianxiong 1,255,750 listed foreign 1,255,750
shares
RM B ordinary
Central Huijin Asset M anagement Co., Ltd. 1,165,500 1,165,500
shares
RM B ordinary
Peng Wei 1,129,082 1,129,082
shares
Domestically
Wu Haoyuan 1,109,300 listed foreign 1,109,300
shares
43
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Domestically
Guotai Junan Securities (Hong Kong) Limited 1,015,683 listed foreign 1,015,683
shares
Related or acting-in-concert parties among top 10 The Company has found no related parties or acting-in-concert parties
unrestricted public shareholders, as well as between top 10 as defined in the Administrative M easures for Shareholding Changes
unrestricted public shareholders and top 10 shareholders in Listed Companies among the shareholders above.
The fourth shareholder held all his shares in the Company in his
Top 10 ordinary shareholders involved in securities margin
margin account. And the third shareholder held part of his shares in the
trading (if any) (see Note 4)
Company in his margin account.
Indicate by tick mark whether any of the top 10 ordinary shareholders or the top 10 unrestricted ordinary shareholders of the
Company conducted any promissory repo during the Reporting Period.
□ Yea √ No
No such cases in the Reporting Period.
2. Controlling Shareholder
Nature of the controlling shareholder: Controlled by a local state-owned legal person
Type of the controlling shareholder: legal person
Legal
Name of controlling Date of Unified social
representative/perso Principal activity
shareholder establishment credit code
n in charge
Investment in equities on behalf of the government
and management of those investments;
Shenzhen Investment development and operation of
Wang Yongjian 13 October 2004 767566421
Holdings Co., Ltd. government-allocated land; and investment in and
provision of services for strategic emerging
industries
44
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
380,380,000 shares in SZPRD A (000011), representing a stake of 63.82%;;
234,070,000 shares in STHC (000045) , representing a stake of 45.96%;
12,270,000 shares in Shenzhen Universe A (000023) , representing a stake of 8.85%;
962,720,000 shares in Ping An (601318) , representing a stake of 5.27%;
2,749,530,000 shares in Guosen Securities (002736) , representing a stake of 33.53%;
609,240,000 of A shares and 103,370,000 of H shares in Guotai Junan (601211) , representing a stake of
Controlling 8%;
shareholder’s holdings 195,030,000 shares in Telling Holding (000829) , representing a stake of 18.80%;
in other listed
952,010,000 shares in Shenzhen International (00152) , representing a stake of 44.04%;
companies at home or
604,820,000 shares in BEAUTYSTAR (002243), representing a stake of 51.93%;
abroad in the
2,213,450,000 shares in Bay Area Development (00737), representing a stake of 71.83%;
Reporting Period
315,830,000 shares in Infinova (002528), representing a stake of 26.35%;
388,450,000 shares in EA (002183), representing a stake of 18.30%;
5,640,000 shares in Shenzhen Energy (000027), representing a stake of 0.14%;
9,520,000 shares in BOCOM (601328), representing a stake of 0.01%;
113,980,000 shares in Techand Ecology (002243), representing a stake of 4.86%;
77,270,000 shares in Vanke (02202), representing a stake of 0.68%.
Change of the controlling shareholder in the Reporting Period:
□ Applicable √ Not applicable
No such cases in the Reporting Period.
3. Actual Controller and Its Acting-in-Concert Parties
Nature of the actual controller: Local institution for state-owned assets management
Type of the actual controller: legal person
Legal representative/person in Date of Unified social
Name of actual controller Principal activity
charge establishment credit code
Perform the responsibilities of
Shenzhen State-owned Assets investor on behalf of the state,
Supervision and Administration Yu Gang 31 July 2004 K3172806-7 and supervise and manage the
Commission authorized state-owned assets
legally.
Other listed companies at home
In addition to the Company controlling shareholder - Shenzhen Investment Holding Co., Ltd.
or abroad controlled by the
Other domestic and overseas listed companies whose equity held by the actual controllers did not
actual controller in the
rank among the top ten shareholders of the Company.
Reporting Period
Change of the actual controller during the Reporting Period:
□ Applicable √ Not applicable
No such cases in the Reporting Period.
Ownership and control relations between the actual controller and the Company:
45
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
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. Other 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
46
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Part VII Preferred Shares
□ Applicable √ Not applicable
No preferred shares in the Reporting Period.
I Issuance and Listing of Preferred Shares in the Resent 3 Years up the Period-end
□ Applicable √ Not applicable
II Amount and Shareholding of Preferred Shareholders
Unit: share
Shareholding of preferred shareholders holding more than 5% shares or the top 10 of preferred shareholders
Increase Pledged or frozen shares
Number of
and Number of Number of
shareholdin
decrease of shares held shares held
Name of Nature of Holding g at the end
shares subject to subject to Status of
shareholder shareholder percentage (%) of the Amount
during trading trading shares
Reporting
Reporting moratorium moratorium
Period
Period
III Profit Distribution of Preferred Shares
□ Applicable √ Not applicable
IV Repurchase and Conversion of Preferred Shares
□ Applicable √ Not applicable
V Resumed Voting Rights of Preferred Shares in the Reporting Pe riod
1. Restoration and Exercise of Preferred Shares
□ Applicable □ Not applicable
2. Shareholders and Actual Controllers Involved in the Resumed Voting Rights of Preferred Shares
□ Applicable □ Not applicable
47
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
VI Accounting Policies and Reasons for Preferred Shares
□ Applicable □ Not applicable
48
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Part VIII Convertible Bonds
□ Applicable √ Not applicable
No convertible bonds in the Reporting Period.
I Previous Adjustments of Conversion Price
II Cumulative Conversion
□ Applicable □ Not applicable
III Top 10 Shareholders of Convertible Bonds
Unit: share
Number of Amount of
Nature of convertible bonds convertible bonds
No. Name of shareholder Proportion (%)
shareholder held at the held at the
period-end period-end
IV Significant Changes in Profitability, Assets Condition and Credit Standing of Guarantees
□ Applicable □ Not applicable
V Pe riod–end Liabilities, Changes of Credit Standing and Cas h Arrange ment of Future
Repayment of the Company
49
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Part IX Directors, Supervisors, Senior Management and Staff
I Change in Shareholdings of Directors, Supervisors and Senior Management
Beginnin Increase Decrease
Other Ending
g in the in the
Office Incumben End of increase/d sharehold
Name Gender Age Start of tenure sharehold Reporting Reporting
title t/Former tenure ecrease ing
ing Period Period
(share) (share)
(share) (share) (share)
Chairman
Liu Incumben 15 January 16 April
of the M ale 50 0 0 0 0 0
Zhengyu t 2020 2015
Board
General
Chen
M anager Incumben 16 April
M aozhen M ale 56 17 April 2012 0 0 0 0 0
and t 2015
g
Director
Dai Superviso Incumben 15 January 16 April
M ale 58 0 0 0 0 0
Xianhua r t 2020 2015
Deng
Incumben 16 April
Kangchen Director M ale 54 17 April 2012 10,000 0 0 0 10,000
t 2015
g
Zhang CFO and Incumben 16 April
M ale 52 17 April 2012 0 0 0 0 0
Lei Director t 2015
Incumben 16 April
Wen Li Director Female 51 17 April 2012 0 0 0 0 0
t 2015
Jiang Incumben 16 April
Director Female 56 17 April 2012 0 0 0 0 0
Lihua t 2015
Independ 14
Song Incumben 15 October
ent M ale 52 October 0 0 0 0 0
Botong t 2010
director 2016
Independ
Zhang Incumben 22 April
ent M ale 54 23 April 2014 0 0 0 0 0
Shunwen t 2020
director
Independ
Kang Incumben 14 M ay
ent M ale 56 15 M ay 2018 0 0 0 0 0
Xiaoyue t 2021
director
Superviso Incumben 16 April
Ren Wei M ale 40 15 M ay 2018 2,000 0 0 0 2,000
r t 2015
50
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Superviso Incumben 16 April
Li Yufei Female 42 17 April 2012 0 0 0 0 0
r t 2015
Feng Superviso Incumben 16 April
M ale 49 2 M arch 2017 0 0 0 0 0
Hongwei r t 2015
Superviso Incumben 16 April
Lin Jun Female 51 27 April 2016 0 0 0 0 0
r t 2015
Wei Incumben 28 September 16 April
Vice GM Female 54 0 0 0 0 0
Hanping t 2012 2015
Vice GM ,
Tang Secretary Incumben 22 October 16 April
M ale 50 0 0 0 0 0
Xiaoping of the t 2013 2015
Board
Chairman 15
Zhou
of the Left M ale 65 17 April 2012 January 0 0 0 0 0
Jianping
Board 2020
15
Zhuang Superviso
Left M ale 65 17 April 2012 January 80,000 0 0 0 80,000
Quan r
2020
24
Teng
Vice GM Left M ale 63 17 M ay 2012 December 0 0 0 0 0
Xianyou
2019
Total -- -- -- -- -- -- 92,000 0 0 0 92,000
II Change of Directors, Supervisors and Senior Management
√Applicable □ Not applicable
Name Office title Type of change Date of change Reason for change
Director, Chairman of the Board and Director of
Zhou Jianguo Left 15 January 2020 Retired
the Strategic Committee of the Board
Zhuang Quan Supervisor, Chairman of the Supervisory Board Left 15 January 2020 Retired
24 December
Teng Xianyou Vice GM Left Retired
2019
III Biographical Information
Professional backgrounds, major work experience and current duties in the Company of the incumbent directors, supervisors and
senior management:
1. Liu zhengyu: he once was the director of Inspection Department in State-owned Assets Supervision and Administration
Commission of the People’s Government of Shenzhen M unicipal and Chief Accountant of Shenzhen Investment Holdings Co., Ltd.
Now he acts as the vice GM of Shenzhen Investment Holdings Co., Ltd. and the member of CPC. He has been the secretary of CPC
51
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
and Chairman of the Board of the Company since January 2020.
2. Chen M aozheng: he once was the vice secretary of CPC and managing director of Shenzhen City Construction Development
(Group) Co. Ltd. And he has been the vice secretary of CPC and director as well as managing director of the Company since October
2009.
3. Dai Xianhua: he once was vice director of the Asset M anagement Department in State-owned Assets Supervision and
Administration Commission of the People’s Government of Shenzhen M unicipal, office investigator and investigator of Appraisal
and Distribution Department. Now he acts as the Chairman of the Supervisory Board of ShenZhen Properties & Resources
Development (Group) Ltd.He has been the Chairman of the Supervisory Board of the Company since January 2020.
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 February 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 October 2010.
6. Wen Li: she once worked as the vice chief of the Investment and Development Department, vice director of M anagement Center
for Construction Project and M inister of Enterprise Department I of Shenzhen Investment Holdings Co., Ltd. Now, she serves as the
director, GM and vive secretary of CPC in Shenzhen Bay Technology Development Co., Ltd. And she has been the director of the
Company since September 2006.
7. Jiang Lihua: she once was the vice chief of the Finance Department and the Chief of Appraisal and Distribution Department in
Shenzhen Investment Holdings Co., Ltd. Now, she serves as the Chief of Financial Department (Settlement Center). And she has
been acting as director of the Company since February 2009.
8. Song Botong: he ever took posts of vice chief of Civil Engineering Department in College of Architecture and Civil Engineering
and Chairman of Labor Union, and secretary of CPC of Shenzhen University. Now he acts as standing deputy director of Research
Center for Real Estate and director of Infrastructure Department in Shenzhen University. He has been the independent director of the
Company since October 2010.
9. 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 theindependent directors of the Company since April 2014.
10. Kang Xiaoyue: he was once the staff member of Department of Justice of Jiangxi Province, a reporter, editor and head of News
Department of Shenzhen Legal Newspaper. Now he serves as a general partner of BeijingWeiheng (Shenzhen) Law Firm. He acts as
the independent director of the Company since M ay 2018.
11. Ren Wei: he once was the CFO of Xian Zhenye Real Estate Development Co., Ltd., minister of Budget & Financing Department
and director of Fund Centre of Shenfubao Group Co., Ltd. Now he serves as the vice minister of Audit Department of Shenzhen
Investment Holdings Co., Ltd. Since M ay 2018 he serves as the supervisor of the Company.
12. Li Yufei: she ever worked as the Assistant to the M anager of the Investment Department and Assistant to the M anager & Vice
M anager of Assets M anagement Centre as well as the Senior M anagement Staff of Enterprise Department I and Enterprise
Department II (Journal Center) in Shenzhen Investment Holdings Co., Ltd. Now, she serves as the senior executive of Industrial
M anagement Department. And she has been the supervisor of the Company since April 2012.
13. Feng Hongwei: he once was the Vice Chief of the Board Secretariat, and the Securities Representative. Now he acts as the Audit
Supervisory M anager of the Company. He has been acting as a supervisor of the Company since M arch 2017.
14. Lin Jun: She once was the Vice Chief of the Party -M ass Work Department and the Vice Discipline Inspection Secretary & Chief
of the Party-M ass Work Department of the Company. And she has been acting as a supervisor of the Company since April 2016.
15. Wei Hanping: she 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 she has been the Vice GM of the Company since
September 2012.
52
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
16. Tang Xiaoping: he ever act as CFO of Shenzhen HRD Assets M anagement Company, minister of Financial Operations
M anagement 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 October 2013 he acts as deputy
GM of the Company. Since 26 April 2018 he acts as secretary of the Board of the Company.
Offices held concurrently in shareholding entities:
√Applicable □Not applicable
Remuneration or
Office held in the shareholding
Name Shareholding entity Start of tenure End of tenure allowance from the
entity
shareholding entity
Shenzhen Investment
Liu Zhengyu Vice GM , member of CPC 9 January 2017 Yes
Holdings Co., Ltd
Shenzhen Investment Chief of Financial Department
Jiang Lihua 6 M arch 2017 Yes
Holdings Co., Ltd (Settlement Center)
Shenzhen Investment Vice minister of Audit 18 September
Ren Wei Yes
Holdings Co., Ltd Department 2017
Shenzhen Investment Senior executive of Industrial
Li Yufei 9 July 2015 Yes
Holdings Co., Ltd M anagement Department
Offices held concurrently in other entities:
√Applicable □Not applicable
Remuneration or
Office held in the End of
Name Other entity Start of tenure allowance from
entity tenure
the entity
Shenzhen Urban Transport Planning Center
Liu Zhengyu Director 17 October 2017 No
Co.., Ltd.
Telling Telecommunication Holding Co.,
Liu Zhengyu Director 2 M arch 2017 No
Ltd.
China's State Owned Capital Venture
Liu Zhengyu Director 16 August 2016 No
Capital Fund
Liu Zhengyu Kashi Shenzhen City Co., Ltd. Director 8 October 2013 No
Non-executive
Shenzhen Investment Holdings Bay Area
Liu Zhengyu director, Chairman of 14 M arch 2018 No
Development Co., Ltd.
the Board
Shenzhen Investment International Capital 18 December
Liu Zhengyu Director No
Holdings Infrastructure Co., Ltd. 2017
Shenzhen Investment International Capital 9 September
Liu Zhengyu Director No
Holdings Co., Ltd. 2016
ShenZhen Properties & Resources Supervisor, Chairman
Dai Xianhua 27 M ay 2011 Yes
Development (Group) Ltd. of Supervisory Board
53
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Infrastructure Department of Shenzhen
Song Botong Director 1 M arch 2013 Yes
University
BDO China Shu Lun Pan Certified Public
Zhang Shunwen Partner 1 M arch 2008 Yes
Accountants LLP.
2 December
Kang Xiaoyue BeijingWeiheng (Shenzhen) Law Firm General partner Yes
2019
Shenzhen Bay Technology Development Director, GM and Vice 1 December
Wen Li Yes
Co., Ltd. Secretary of CPC 2016
Zhang Lei Shenzhen A gricultural Products Co., Ltd. CFO 11 January 2017 Yes
Zhang Lei Shenzhen Zhenye (Group) Co., Ltd. Supervisor 16 M arch 2017 No
Punishments imposed in the recent three years by the securities regulator on the incumbent directors, supervisors and senior
management as well as those who left in the Reporting Period:
□ Applicable √ Not applicable
IV Remuneration of Directors, Supervisors and Senior Manage ment
Decision-making procedure, determination basis and actual payments of remuneration for directors, supervisors and senior
management:
It was executed according to the procedures stipulated in the Interim Measures for the Administration of Human
Resources of the Company.
Their remuneration was decided in accordance with the Interim Provisions of the Annual Salary System for
Managers of the State-owned Enterprises in Shenzhen and spirit of relevant documents as well as the Interim
Measures for the Administration of Human Resources of the Company.
The Directors Jiang Lihua and Wen Li, and the Supervisor Ren Wei, Li Yufei are dispatched by controlling
shareholders of the Company without drawing remuneration from the Company.
With review and approval of the 2013 Annual General Meeting convened on 23 April 2014, allowance for each
independent director was adjusted to RMB7,000 (tax included) per month since May 2014. Besides, they
received no other rewards from the Company.
The independent director Song Botong hasn’t received rew ards from the Company since January 2019.
The Company paid their remuneration monthly according to relevant systems for remuneration management of
the Company.
Remuneration of directors, supervisors and senior management for the Reporting Period
Unit: RM B’0,000
Total before-tax Any
Incumbent/For
Name Office title Gender Age remuneration from remuneration
mer
the Company from related party
Zhou Jianguo Chairman of the Board M ale 65 Left 121.98 No
Chen M aozheng General M anager and Director M ale 56 Incumbent 134.28 No
Zhuang Quan Supervisor M ale 65 Left 86.15 No
Deng Kangcheng Director M ale 54 Incumbent 114.36 No
54
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Zhang Lei CFO and Director M ale 52 Incumbent 0 No
Wen Li Director Female 51 Incumbent 0 No
Jiang Lihua Director Female 56 Incumbent 0 No
Song Botong Independent director M ale 52 Incumbent 0 No
Zhang Shunwen Independent director M ale 54 Incumbent 8.4 No
Kang Xiaoyue Independent director M ale 56 Incumbent 8.4 No
Ren Wei Supervisor M ale 40 Incumbent 0 No
Li Yufei Supervisor Female 42 Incumbent 0 No
Feng Hongwei Supervisor M ale 49 Incumbent 54.65 No
Lin Jun Supervisor Female 51 Incumbent 54.65 No
Teng Xianyou Vice GM M ale 64 Left 92.59 No
Wei Hanping Vice GM Female 53 Incumbent 112.26 No
Tang Xiaoping Vice GM , Secretary of the Board M ale 50 Incumbent 114.36 No
Total -- -- -- -- 902.08 --
Equity incentives for directors, supervisors and senior management in the Reporting Period:
□ Applicable √ Not applicable
V Employees
1. Number, Functions and Educational Backgrounds of Employees
Number of in-service employees of the Company as the parent 102
Number of in-service employees of major subsidiaries 1,823
Total number of in-service employees 1,925
Total number of paid employees in the Reporting Period 1,925
Number of retirees to whom the Company as the parent or its
597
major subsidiaries need to pay retirement pensions
Functions
Function Employees
Production 1,294
Sales 82
Technical 419
Financial 53
Administrative 77
Total 1,925
Educational backgrounds
55
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Educational background Employees
Doctors 1
M asters 29
Bachelors 193
College graduates 297
Technical secondary school graduates 148
High school graduates and below 1,257
Total 1,925
2. Employee Remuneration Policy
The management personnel above vice general manager (including vice GM) of the Company
conducted annual salary system, other employees conducted contacting the performance with the
benefit salary system.
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
56
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Part X 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 manageme nt 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 Proced ure 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.
Indicate by tick market whether there is any material incompliance wit h the regulatory documents issued by the CSRC governing the
governance of listed companies.
□ Yes √ No
No such cases in the Reporting Period.
II The Company’s Independence from Its Controlling Shareholder in Business, Personnel,
Asset, Organization and Financial Affairs
(I) In respect of business, the Company possessed independent production, supply and sales system;
(II) In respect of personnel, the Company was absolutely independent in management of labor,
personnel and salaries from the controlling shareholders. All the senior executives of the Company
57
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
took no office title concurrently and drew no remunerations from the Shareholder Company.
(III) In respect of assets, the Company possessed independent and integrated assets and the property
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 General Meetings Convened during the Reporting Period
1. General Meeting Convened during the Reporting Period
Investor Index to disclosed
M eeting Type Date of the meeting Disclosure date
participation ratio information
Announcement on
Resolutions of 2018
The 2018 Annual Annual General
63.61% 18 April 2019 19 April 2019 Annual General Meeting
General M eeting M eeting
disclosed on
www.cninfo.com.cn.
Announcement on
st
The 1 Extraordinary Resolutions of the 1st
Extraordinary
General M eeting of 63.60% 15 November 2019 16 November 2019 Extraordinary General
General M eeting
2019 Meeting of 2019disclosed
on www.cninfo.com.cn.
2. Special General Meetings Convened at the Request of Preferred Shareholders with Resumed Voting
Rights
□ Applicable √Not applicable
58
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
V Pe rformance of Duty by Independent Directors in the Reporting Period
1. Attendance of Independent Directors at Board Meetings and General Meetings
Attendance of independent directors at board meetings and general meetings
Total number The
Board
of board Board Board independent
Board meetings
meetings the meetings meetings the director failed General
Independent meetings attended by
independent attended independent to attend two meetings
director attended on way of
director was through a director failed consecutive attended
site telecommunica
eligible to proxy to attend board meetings
tion
attend (yes/no)
Song Botong 5 5 0 0 0 No 2
Zhang Shunwen 5 5 0 0 0 No 2
Kang Xiaoyue 5 4 0 1 0 No 2
Why any independent director failed to attend two consecutive board meetings:
Not applicable
2. Objections Raised by Independent Directors on Matters of the Company
Indicate by tick mark whether any independent directors raised any objections on any matter of the Company.
□ Yes √ No
No such cases in the Reporting Period.
3. Other Information about the Performance of Duty 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:
None
VI Performance of Duty by Specialized Committees under the Board in the Reporting Period
All committees actively, effectively work, providing powerful guarantee to the scientific
decision- making, the relevant details are as follows:
1. Performance of the Audit Committee of the Board of Directors
During the 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, Change 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 the
59
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Reporting Period, the Audit Committee has convened four meetings, 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, and remarked for the change of CPAs Firm.
2. Performance of the Remuneration and Appraisal Committee
The Remuneration and Appraisal Committee issued its opinion on annual remuneration of directors,
supervisors and senior management disclosed in 2018 Annual Report on 28 March 2019.
3. Performance of the Nomination Committee
The Nomination Committee issued its opinion on the Company’s changes in directors on 24
December 2019.
VII Performance of Duty by the Supervisory Committee
Indicate by tick mark whether the Supervisory Committee found any risk to the Company during its supervision in the Reporting
Period.
□ Yes √ No
The Supervisory Committee raised no objections in the Reporting Period.
VIII Appraisal of and Incentive for Senior Manage ment
The Company's board of directors assesses, evaluates and employs management teams. The
Company’s chairman and general manager implement the annua l salary system, and the annual
salary is composed of basic salary and performance compensation. The shareholder unit formulates
assessment methods for assessment. The other senior management personnel's compensation is
determined based on individual job performance with reference to the total salary of the Company’s
leader; the Company has not implemented equity incentive plan.
IX Internal Control
1. Material Internal Control Weaknesses Identified for the Reporting Period
□ Yes √ No
2. Internal Control Self-Evaluation Report
Disclosure date of the internal control self-evaluation report 14 M arch 2020
Internal Control Self-Evaluation
Index to the disclosed internal control self-evaluation report
Report on www.cninfo.com.cn
Evaluated entities’ combined assets as % of consolidated total assets 86.25%
Evaluated entities’ combined operating revenue as % of consolidated operating revenue 100.00%
Identification standards for internal control weaknesses
60
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2019
Weaknesses in internal control over Weaknesses in internal control not related
Type
financial reporting to financial reporting
The criterion of quality of the recognition
of defects of internal control in the
non-financial statements mainly were order
of severity of defect involving business
nature, the direct or potential negative
influence nature and the influence scope
The Company in line with the actual
and other factors. If the follows events or
situation, when the follows events or
indicators occur, there may be serious or
indications happen, which means there
important defects of internal control in the
probably existing serious or important
non-financial statements:(1) Lack
defects in the financial report; (1) the
democratic decision-making process, if
directors, supervisors and senior
lack significant problem decision-making,
executives were fraud. (2) Certified Public
important appointment and dismissal of
Accountant find that there is a significant
cadres, significant project investment
Nature standard error in the financial report, however, the
decision-making; usage of large capital
internal control did not discover it when
(three important, one large); (2)
conducting internal control; (3) The Audit
Unscientific decision-making process, such
Committee under the Board and Internal
as the major decision-making errors, has
Audit Service's supervision to the internal
caused a serious property loss to the
control is invalid. (4) The accounting
company; (3) Seriously violating state laws
personnel were without necessary qualities
and regulations; (4) Loss of key
to complete the preparation of financial
management personnel or important talent;
statements.
(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% of
net assets; important defects: 1% of net The criterion of quantity of the recognition
assets
