ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE &
PROPERTIES (GROUP) CO., LTD.
ANNUAL REPORT 2020
2021-007
March 2021
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Part I Important Notes, Table of Contents and Definitions
The Board of Directors (or the “Board”), the Supervisory Committee as well as the directors,
supervisors and senior management of ShenZhen Special Economic Zone Real Estate &
Properties (Group) Co., Ltd. (hereinafter referred to as the “Company”) hereby guarantee
the factuality, accuracy and completeness of the contents of this Report and its summary, and
shall be jointly and severally liable for any misrepresentations, misleading statements or
material omissions therein.
Liu Zhengyu, chairman of the Company’s Board, Zhao Zhongliang, the Company’s Chief
Financial Officer, 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.
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 when making investment decisions.
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.
Risks facing the Company have been explained in detail in “IX Prospects” in “Part IV
Operating 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 on 31 December 2020, a cash dividend of RMB0.87 (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 2020
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 ................................................................................................................ 35
Part VI Share Changes and Shareholder Information................................................................. 44
Part VII Preferred Shares ............................................................................................................... 50
Part VIII Convertible Corporate Bonds ........................................................................................ 51
Part IX Directors, Supervisors, Senior Management and Staff .................................................. 52
Part X Corporate Governance ........................................................................................................ 62
Part XI Corporate Bonds ................................................................................................................ 69
Part XII Financial Statements ........................................................................................................ 70
Part XIII Documents Available for Reference………………………………………………….172
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Definitions
Term Definition
“Shenzhen SASAC” or the “Municipal The State-owned Assets Supervision and Administration Commission of
SASAC” the People’s Government of Shenzhen Municipal
SIHC Shenzhen Investment Holdings Co., Ltd.
ShenZhen Special Economic Zone Real Estate & Properties (Group)
The “Company”, the “Group”, “SPG” or “we” Co., Ltd. and its consolidated subsidiaries, except where the context
otherwise requires
Shenzhen Property Management Shenzhen Property Management Co., Ltd.
Petrel Hotel Shenzhen Petrel Hotel Co., Ltd.
Zhentong Engineering Shenzhen Zhentong Engineering Co., Ltd.
Huazhan Construction Supervision Shenzhen Huazhan Construction Supervision Co.,Ltd.
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Part II Corporate Information and Key Financial Information
I Corporate Information
Stock name SPG, SPG-B Stock code 000029, 200029
Stock exchange for stock
Shenzhen Stock Exchange
listing
Company name in Chinese 深圳经济特区房地产(集团)股份有限公司
Abbr. 深房集团
Company name in English
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
(if any)
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 Luo Yi Hong Lu
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）82289517 （86 755）82297977
Fax （86 755）82294024 （86 755）82294024
Email address spg@163.net 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
http://www.cninfo.com.cn
this Report
47/F, SPG Plaza, 3005 Renmin South Road, Luohu District,
Place where this Report is lodged
Shenzhen, Guangdong, P.R.China
IV Change to Company Registered Information
Unified social credit code 91440300192179585N (unified social credit code)
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Change to principal activity of the
No change
Company since going public (if any)
Every change of controlling On 24 March 1999, the controlling shareholder was changed from Shenzhen
Investment Management Co., Ltd. to Shenzhen Construction Investment
shareholder since incorporation (if
Holdings Co., Ltd. And on 14 February 2006, it was changed to Shenzhen
any) 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 Zhao Juanjuan and Jiang Xiaoming
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
2020-over-2019
2020 2019 2018
change (%)
Operating revenue (RMB) 1,615,009,713.88 2,548,740,319.49 -36.63% 2,175,187,242.60
Net profit attributable to the
listed company’s shareholders 290,229,772.23 552,452,307.59 -47.47% 503,498,831.60
(RMB)
Net profit attributable to the
listed company’s shareholders
253,595,334.11 524,204,812.66 -51.62% 490,490,702.80
before exceptional gains and
losses (RMB)
Net cash generated from/used
285,164,013.17 603,607,724.75 -52.76% 1,062,567,405.59
in operating activities (RMB)
Basic earnings per share
0.2869 0.5461 -47.46% 0.4977
(RMB/share)
Diluted earnings per share
0.2869 0.5461 -47.46% 0.4977
(RMB/share)
Weighted average return on
7.81% 15.90% -8.09% 16.35%
equity (%)
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Change of 31
December 2020 over
31 December 2020 31 December 2019 31 December 2018
31 December 2019
(%)
Total assets (RMB) 4,936,916,746.74 4,909,669,536.09 0.55% 4,665,891,514.25
Equity attributable to the listed
company’s shareholders 3,797,512,488.22 3,666,874,569.99 3.56% 3,332,259,641.39
(RMB)
Indicate by tick mark whether the lower of the net profit attributable to the listed company’s shareholders before and
after exceptional gains and losses was negative for the last three accounting years, and the latest independent auditor’s
report indicated that there was uncertainty about the Company’s ability to continue as a going concern.
□ Yes √ No
Indicate by tick mark whether the lower of the net profit attributable to the listed company’s shareholders before and
after exceptional gains and losses was negative.
□ Yes √ No
VII Accounting Data Differences under China’s Accounting Standards for Business
Enterprises (CAS) and International Financial Reporting Standards (IFRS) and Foreign
Accounting Standards
1. Net Profit and Equity under CAS and IFRS
√ Applicable □ Not applicable
Unit: RMB
Net profit attributable to the listed company’s Equity attributable to the listed company’s
shareholders shareholders
2020 2019 Ending amount Beginning amount
Under CAS 290,229,772.23 552,452,307.59 3,797,512,488.22 3,666,874,569.99
Adjusted as per IFRS
Under IFRS 290,229,772.23 552,452,307.59 3,797,512,488.22 3,666,874,569.99
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
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
VIII Key Financial Information by Quarter
Unit: RMB
Q1 Q2 Q3 Q4
Operating revenue 256,842,391.67 339,416,103.73 621,402,307.38 397,348,911.10
Net profit attributable to the
28,114,908.77 69,160,076.95 101,565,292.91 91,389,493.60
listed company’s shareholders
Net profit attributable to the
listed company’s shareholders
28,075,623.63 57,108,647.36 101,225,798.44 67,185,264.68
before exceptional gains and
losses
Net cash generated from/used
-435,258,963.67 223,016,165.08 309,652,617.04 187,754,194.72
in operating activities
Indicate by tick mark whether any of the quarterly financial data in the table above or their summations differs
materially from what have been disclosed in the Company’s quarterly or interim reports.
□ Yes √ No
IX Exceptional Gains and Losses
√ Applicable □ Not applicable
Unit: RMB
Item 2020 2019 2018 Note
Gain or loss on disposal of non-current
assets (inclusive of impairment 11,429.23 -69,739.73
allowance write-offs)
Government subsidies charged to
current profit or loss (exclusive of
government subsidies given in the
3,370,769.21 1,168,127.90 10,243.00
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 Income from mature
15,217,058.60 31,425,651.98 16,347,157.53
entities for investment or management structured deposits
Non-operating income and expense
29,009,657.60 1,118,861.69 891,652.84
other than the above
Other gains and losses that meet the
1,237,002.86
definition of exceptional gain/loss
Interest income from undue structured
3,950,685.00
deposits
Less: Income tax effects 12,211,479.38 9,415,831.64 4,171,184.84
Total 36,634,438.12 28,247,494.93 13,008,128.80 --
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
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 2020
Part III Business Summary
I Principal Activity of the Company in the Reporting Period
In 2020, the central government continued to stabilize land and housing prices as well as market expectations.
Upholding the principle that housing is for living in and not for speculation, the central government adhered to the
concept of taking a differential approach in regulating the housing market for different places. The differentiation
among cities and urban regions intensified. To be specific, the first-tier cities led the way, and the city clusters in
the Pearl River Delta and Yangtze River Delta performed brilliantly. At the same time, while maintaining the
continuity, consistency and stability of real estate financial policies, the central government accelerated the
establishment of a long-term mechanism for real estate finance. In the second half of the year, the overall real
estate financial supervision was gradually tightened.
The Company primarily develops and sells residential properties in two cities, Shenzhen and Shantou. In
Shenzhen, the Chuanqi Donghu Mingyuan project saw the completion of construction in late 2019 and has started
the hand-over and move-in process, which is cumulatively around 80% sold; and regarding the Cuilinyuan project,
it is approximately 95% sold. In Shantou, Tianyuewan Phase II was topped out in late June 2020, with the
decoration for its public space almost fully completed; and Tianyuewan Phase I is around 70% sold cumulatively.
II Significant Changes in Major Assets
1. Significant Changes in Major Assets
Major assets Main reason for significant changes
The ending amount was down by RMB92,349.00 (or 19.66%) from the
Equity assets beginning amount, primarily driven by the share of profits of associates
measured at the equity method.
The ending amount was down by RMB2,482,056.68 (or 8.13%) from the
Fixed assets
beginning amount, primarily driven by the depreciation allowance.
Intangible assets No significant change
Construction in progress No significant change
The ending amount was down by RMB67,297,864.18 (or 27.56%) from the
Accounts payable
beginning amount, primarily driven by the payments made for construction.
The ending amount was down by RMB153,542,418.28 (or 96.28%) from the
Advances from customers
beginning amount, primarily driven by the reclassification to contract liabilities
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
and other current liabilities pursuant to the new accounting standard governing
revenue.
The ending amount was up by RMB25,246,735.77 (or 48.88%) from the
beginning amount, primarily driven by the increased borrowings of Shenzhen
Short-term borrowings
Zhentong Engineering Co., Ltd. through discounting and pledging accounts
receivable.
The ending amount was down by RMB125,991,168.41 (or 21.51%) from the
Taxes and levies payable
beginning amount, primarily driven by the payment of various taxes.
2. Major Assets Overseas
□ Applicable √ Not applicable
III Core Competitiveness Analysis
As a pioneer of real estate development enterprises in Shenzhen, the Company has created a number of "first
places" in the history of real estate development in China. For example, the first to use the paid state-owned land,
the first to introduce the foreign investment for the cooperative land development, the first to raise development
funds by means of pre-sale of buildings, the first to carry out public bidding for construction projects in
accordance with international practices, the first to set up a property management company to the buildings and
residences developed in an all-rounded manner, the first to win the bid in the auction of land use rights held in the
Shenzhen Special Economic Zone, etc.
Over the past 40 years, the company has developed more than 100 high-rise buildings, 500 multi-storey residential
buildings, and 400 garden villas, with a cumulative building area of more than 4 million square meters. It has paid
great efforts to the establishment of a modern enterprise HR management system and works hard in building a
professional and high-quality development team. It also keeps improving the management mechanism and
processes for project development. As a result, its planning, construction, cost control, sales ability and brand
image have been effectively improved. More importantly, its main business operation ability and core
competitiveness have been greatly enhanced.
In 2020, the company was awarded "Industry-Leading Enterprise and Top 20 Enterprise in terms of
Comprehensive Strength in Shenzhen Real Estate Development Industry" by Shenzhen Real Estate Association
(SREA).
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Part IV Operating Performance Discussion and Analysis
I Overview
Since the abrupt occurrence at the beginning of 2020, COVID-19 has continued to spread throughout the whole
world, dragging global economy into the most severe recession since the Great Depression. The real estate market
as a whole kept its promise that houses are for living in and not for speculation on. In face of the complex severe
macro-economic situation and fierce market competition, the Company’s management team met the challenges
and moved forward under pressure with the support from the controlling shareholders. Taking the pandemic
prevention and business operation into consideration, the management team made overall plans, leading the
working staff overcame the impact of the pandemic and the adverse effects of the termination of reorganization,
and eventually made great achievements. The main achievements in the past year are as follows:
(I) Effective Pandemic Prevention and Control
After the outbreak of COVID-19, the Company took immediate action to establish a leading group for pandemic
prevention and control according to the work deployment of Shenzhen Municipal Party Committee, Shenzhen
Municipal Government and Shenzhen State-owned Assets Supervision and Administration Commission, fully
implementing measures of the regular pandemic prevention and control and resumption of work and production.
During the Reporting Period, no mass infection cases emerged among the working staff, and the 27 residential
areas and other commercial properties operated and managed by the property management company and the
Haiyan Hotel. At the same time, the Company's headquarters and its subordinated enterprises maintained normal
production and operation throughout the year and realized the well-balanced pandemic prevention and production.
(II) Stable Core Business with Improvement
1. Projects were carried forward steadily. Tianyuewan Phase II Project in Shantou was completed in June 2020,
including the decoration of the public areas. The road works of Fuxian Road and Xianzhong Road for Chuanqi
Shanglin Project in Shenzhen were completed and opened to traffic in December 2020. The landscaping of
Chuanqi Donghu Mingyuan Project, and the civil air-raid shelter have been successfully completed.
2. Sales capacity was enhanced significantly. In Shenzhen, the sales area of Chuanqi Donghu Mingyuan and
Cuilinyuan project reached nearly 20,000 square meters, far exceeding the annual sales goal. In Shantou, the
accumulative sales of Tianyuewan Phase I Project reached about 70% of the total. Paying close attention to the
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
market dynamics, the Company adjusted its marketing strategies in a timely manner in addition to innovating the
marketing approaches, and thus increased its revenue while reducing the cost remarkably. Also, the Company has
taken various measures to ensure the smooth development of online home-purchase contracts and filing. In the
whole year, the rate of property repossession in Shenzhen reached nearly 95%, and that in Shantou was 91%.
(III) Effective Operation and Management
1. The corporate governance was more standardized. In order to clarify the legal status of the party
organization in the corporate governance structure of the Company, the Company completed the revision of the
Articles of Association in June 2020, and party building work was officially recorded in it. During the Reporting
Period, the chairman of the Board and the chairman of the Supervisory Committee changed their role due to the
expiration of the term. Four non-independent directors, two independent directors, one supervisor, the general
manager, a deputy general manager, the CFO and the Board Secretary were changed. In May 2020, the Company
implemented the cash dividend again, and the cash dividend became normal.
2. Standard and effective financial management. In order to withdraw funds of real estate sales effectively, the
Company kept close communication with cooperative banks. Additionally, under the premise of ensuring the
operating capital requirements, the Company made full use of the idle funds. Attaching great importance to budget
implementation, the Company realized the decrease of key monitoring costs by 25% year-on-year.
3. Real estate rental undertook remarkable responsibilities. Under the double impact of COVID-19 and
economic downturn, the Company focused on customer needs and tried its best to save, increase, and tap potential,
and the rental income exceeded the annual target. During the Reporting Period, in response to the government's
call for the fight against the pandemic, the Company bravely undertook its social responsibility, reducing or
exempting tenants' rent by more than RMB18 million.
4. Sound achievements were made in cost control. During the Reporting Period, 43 budget plans (including the
approval of them) were created, and the cumulative reduction rate of budget amount reached 19.64%. In particular,
the Company completed the budgeting, auditing and contracting of two municipal projects on Fuxian Road and
Xianzhong Road in Longgang Sub-district, and the reduction rate of the approved budget reached 23.30%.
5. Work safety became a hot topic. During the Reporting Period, the Company established a work safety
supervision leading group to fully ensure the safety production. It also optimized the safety production
management system constantly, formulated the special work plans for safety production, and investigated and
treated the hidden safety hazards in a timely manner. In order to strengthen the safety awareness of employees, the
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Company carried out over 500 safety production inspections, and organized more than 50 relevant trainings. Zero
safety accident happened throughout the year.
(IV) Termination of Major Asset Restructuring
Due to a major asset restructuring in planning, the Company's stocks have been suspended for trading since the
opening of the stock market on 14 September 2016. During the suspension period, the Company kept close
communication with all trading parties, worked hard in due diligence, auditing, evaluation and other issues, and
fulfilled the required decision-making procedures and information disclosure timely. In view of the current market
environment and many other reasons, it was still not a good time to advance the major asset restructuring.
Therefore, in order to effectively protect the interests of the Company and all shareholders, the Company decided
to terminate the major asset restructuring after careful consideration. On 9 November 2020, the stock trading
resumed.
(V) Strict and Pragmatic Approach in Party Building
The Company persisted in the party's requirements for managing and governing the party strictly and carried out
political development comprehensively. While attaching great importance to party building, the Company
promoted corporate culture development in an orderly manner. Firstly, the Company carried out the theme
education. The "First Topics" learning became the theme of the Theoretical Center Team routinely. Secondly, the
Company deepened the party’s brand building. Through implementing the "1+6" one-core multi-linked
governance mode, the Company formed a new pattern of community governance led by the party building,
diversified participation, integrated and co-governance. Thirdly, the Company enhanced the employees’ sense of
social responsibility. The company organized the party members volunteer and mass volunteers to participate in
voluntary activities in Jiabei community. Fourthly, the Company strengthened the corporate culture development.
The Company organized various activities to enrich the employees’ life, and thus enhanced the corporate cohesion
and team spirit.
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:
Considerati
Total land on of the
Name of Floor area How the The
Planned use Site area price Company’s
land lot or Location with plot land is Company’s
of land （㎡） (RMB’0,00 interest
project ratio （㎡） obtained interest
0) (RMB’0,00
0)
Cumulative land bank:
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Floor area available for
Name of project/area Site area（0,000 ㎡） Floor area（0,000 ㎡）
development（0,000 ㎡）
Xinfeng Building in Shantou 0.59 2.66 2.66
Total 0.59 2.66 2.66
Development status of major projects:
Floor
Time Planne Cumul
area Expect Cumul
for d floor atively
The comple ed total ative
Name comme % % Site area comple
City/re Locatio Compa ted in invest invest
of Status ncemen develo constru area with ted
gion n ny’s the ment ment
project t of ped cted （㎡） plot floor
interest Current (RMB’ (RMB’
constru ratio area
Period 0,000) 0,000)
ction （㎡） （㎡）
（㎡）
Tianyu Frame
Chaoya 1
Shanto ewan work in 100.00 127,77
ng Octobe 95% 95.00% 33,362 65,485 49,829
u Phase constru % 0
District r 2018
II ction
Sales status of major projects:
Pre-sale Pre-sale
Floor
Cumula /sales Floor /sales
Floor Floor area Cumula
tively revenue area revenue
The area area pre-sold tively
Name pre-sold generate settled settled
City/reg Locatio Compan with availabl /sold in settled
of Status /sold in the in the in the
ion n y’s plot e for the floor
project floor Current Current Current
interest ratio sale Current area
area Period Period Period
（㎡） （㎡） Period (㎡)
（㎡） (RMB’0 （㎡） (RMB’0
（㎡）
,000) ,000)
Longga
Shenzhe Cuiliny Ready 100.00
ng 60,111 56,137 52,020 1,326 4,548 51,911 3,484 11,540
n uan for sale %
District
Chuanqi
Shenzhe Donghu Luohu Ready 100.00
55,727 32,857 26,169 18,647 123,429 18,866 14,116 86,001
n Mingyu District for sale %
an
Tianyue Chaoya
Ready 100.00
Shantou wan ng 153,470 160,372 99,496 30,298 15,776 76,993 34,040 17,900
for sale %
Phase I District
Tianyue Chaoya
On 100.00
Shantou wan ng 127,770 137,059 1,235 1,235 746
pre-sale %
Phase II District
Rental status of major projects:
Cumulative
The Company’s Rentable area Average
Name of project Location Use rented area
interest （㎡） occupancy rate
（㎡）
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Real Estate Shenzhen Commercial
100.00% 3,413.88 3,413.88 100.00%
Mansion
North Block of Shenzhen Commercial
Guoshang 100.00% 4,819.71 4,819.71 100.00%
Mansion
Petrel Building Shenzhen Commercial 100.00% 22,475.47 22,475.47 100.00%
SPG Plaza Shenzhen Office building 100.00% 61005.82 37088.88 60.80%
SPG Plaza Shenzhen Commercial
100.00% 19896.3 10327.14 51.90%
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 Maturity structure
Ending balance of
Financing channel range/average
financings 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 2020, the Group provided guarantees for the homebuyers of the following projects on their bank
mortgages:
Guarantee amount
Project Guarantee period Note
(RMB’0,000)
Cuilinyuan Until the property ownership certificate is 8,532.86
registered as collateral and handed over to
bank for keeping
Chuanqi Donghu Until the property ownership certificate is 6,056.20
Mingyuan registered as collateral and handed over to
bank for keeping
Tianyuewan Until the property ownership certificate is 22,546.73
Phase I registered as collateral and handed over to
bank for keeping
Total 37,135.79
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 2020
II Core Business Analysis
1. Overview
See “I Overview” above.
2. Revenue and Cost Analysis
(1) Breakdown of Operating Revenue
Unit: RMB
2020 2019
As % of total As % of total
Change (%)
Operating revenue operating revenue Operating revenue operating revenue
(%) (%)
Total 1,615,009,713.88 100% 2,548,740,319.49 100% -36.63%
By operating division
Property sales 1,158,411,393.81 71.73% 2,017,872,864.14 79.17% -42.59%
Engineering and
251,454,463.43 15.57% 304,837,313.46 11.96% -17.51%
construction
Property
151,968,675.51 9.41% 157,665,638.01 6.19% -3.61%
management
Rental service 63,254,584.48 3.92% 86,484,133.79 3.39% -26.86%
Other 12,215,550.30 0.76% 15,337,469.10 0.60% -20.35%
Eliminated internal
transactions and -22,294,953.65 -1.38% -33,457,099.01 -1.31% -33.36%
accounts
By product category
Residential units 1,157,620,917.61 71.68% 719,499,453.23 28.23% 60.89%
Shops and parking
790,476.20 0.05% 11,526,595.29 0.45% -93.14%
lots
Apartments 0.00 0.00% 1,286,846,815.62 50.49% -100.00%
Other 478,893,273.72 29.65% 564,324,554.36 22.14% -15.14%
Eliminated internal
transactions and -22,294,953.65 -1.38% -33,457,099.01 -1.31% -33.36%
accounts
By operating segment
Guangdong
1,613,933,749.67 99.93% 2,491,373,238.76 97.75% -35.22%
Province
Other regions in
22,531,905.61 1.40% 90,235,417.77 3.54% -75.03%
China
Overseas 839,012.25 0.05% 588,761.97 0.02% 42.50%
Eliminated internal
-22,294,953.65 -1.38% -33,457,099.01 -1.31% -33.36%
transactions and
17
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
accounts
(2) Operating Division, Product Category or Operating Segment Contributing over 10% of Operating
Revenue or Operating Profit
√ Applicable □ Not applicable
Unit: RMB
YoY change in YoY change in YoY change in
Operating Gross profit
Cost of sales operating cost of sales gross profit
revenue margin
revenue (%) (%) margin (%)
By operating division
1,158,411,393.8
Property sales 387,659,747.71 66.54% -42.59% -22.05% -8.82%
1
Engineering
and 251,454,463.43 244,511,214.58 2.76% -17.51% -18.04% 0.62%
construction
By product category
Residential 1,157,620,917.6
387,369,116.92 66.54% 60.89% 44.37% 3.83%
units 1
Shops and
790,476.20 290,630.79 63.23% -93.14% -93.21% 0.38%
parking lots
Apartments 0.00 0.00 0.00% -100.00% -100.00% -82.54%
By operating segment
Guangdong 1,613,933,749.6
799,028,972.30 50.49% -35.22% -12.14% -12.96%
Province 7
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 2020 2019 Change (%)
Sales volume RMB’0,000 38,767 53,222 -27.16%
Property sales Output RMB’0,000 15,616 38,575 -59.52%
Inventory RMB’0,000 121,599 161,109 -24.52%
Any over 30% YoY movements in the data above and why:
√ Applicable □ Not applicable
Real estate projects under development decreased.
(4) Execution Progress of Major Signed Sales Contracts in the Reporting Period
□ Applicable √ Not applicable
18
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
(5) Breakdown of Cost of Sales
By operating division
Unit: RMB
2020 2019
Operating As % of total As % of total
Item Change (%)
division Cost of sales cost of sales Cost of sales cost of sales
(%) (%)
Property sales 387,659,747.71 48.13% 497,310,023.38 51.92% -22.05%
Engineering
and 244,511,214.58 30.35% 298,315,846.77 31.15% -18.04%
construction
Property
139,937,487.12 17.37% 142,261,602.88 14.85% -1.63%
management
Rental service 35,984,852.34 4.47% 45,173,891.05 4.72% -20.34%
Other 11,611,768.12 1.44% 13,404,895.03 1.40% -13.38%
Eliminated
internal
-14,196,621.19 -1.76% -38,713,606.57 -4.04% -63.33%
transactions and
accounts
Total 805,508,448.68 100.00% 957,752,652.54 100.00% -15.90%
Note:
The operating divisions as percentages of the total cost of sales are stable, with insignificant changes on a year-on-year
basis.
(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
Major customers:
Total sales to top five customers (RMB) 105,366,757.84
Total sales to top five customers as % of total sales
6.52%
of the Reporting Period (%)
Total sales to related parties among top five
customers as % of total sales of the Reporting 0.00%
Period (%)
Information about top five customers:
No. Customer Sales revenue contributed As % of total sales revenue (%)
19
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
for the Reporting Period
(RMB)
1 Legal person A 41,660,432.53 2.58%
2 Legal person B 30,587,155.87 1.89%
3 Legal person C 17,880,165.06 1.11%
4 Legal person D 7,963,269.65 0.49%
5 Legal person E 7,275,734.73 0.45%
Total -- 105,366,757.84 6.52%
Other information about major customers:
□ Applicable √ Not applicable
Major suppliers:
Total purchases from top five suppliers (RMB) 285,468,647.66
Total purchases from top five suppliers as % of total
66.78%
purchases of the Reporting Period (%)
Total purchases from related parties among top five
suppliers as % of total purchases of the Reporting 42.81%
Period (%)
Information about top five suppliers:
Purchase in the Reporting
No. Supplier As % of total purchases (%)
Period (RMB)
1 Legal person A 182,994,620.79 42.81%
2 Legal person B 41,003,278.66 9.59%
3 Legal person C 30,099,448.05 7.04%
4 Legal person D 17,616,816.55 4.12%
5 Legal person E 13,754,483.61 3.22%
Total -- 285,468,647.66 66.78%
Other information about major suppliers:
□ Applicable √ Not applicable
3. Expense
Unit: RMB
2020 2019 Change (%) Reason for any significant change
Sales were limited for a certain
Selling expense 55,989,397.22 79,480,254.02 -29.56%
period of time due to the pandemic.
As projects were completed, the
Administrative
93,616,226.75 68,854,618.70 35.96% relevant engineering, construction,
expense
and labor costs were expensed.
Finance costs -21,505,685.05 -20,906,149.20 -2.87%
4. R&D Investments
□ Applicable √ Not applicable
20
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
5. Cash Flows
Unit: RMB
Item 2020 2019 Change (%)
Subtotal of cash generated
1,783,707,997.05 2,728,276,550.05 -34.62%
from operating activities
Subtotal of cash used in
1,498,543,983.88 2,124,668,825.30 -29.47%
operating activities
Net cash generated from/used
285,164,013.17 603,607,724.75 -52.76%
in operating activities
Subtotal of cash generated
1,019,824,221.85 2,237,622,620.55 -54.42%
from investing activities
Subtotal of cash used in
749,215.31 2,321,918,490.62 -99.97%
investing activities
Net cash generated from/used
1,019,075,006.54 -84,295,870.07 -1,308.93%
in investing activities
Subtotal of cash generated
76,893,995.94 43,741,293.64 75.79%
from financing activities
Subtotal of cash used in
218,571,160.17 204,370,642.51 6.95%
financing activities
Net cash generated from/used
-141,677,164.23 -160,629,348.87 11.80%
in financing activities
Net increase in cash and cash
1,161,914,166.47 358,667,324.42 223.95%
equivalents
Explanation of why any of the data above varies significantly:
√ Applicable □ Not applicable
Cash generated from and used in operating activities both decreased year-on-year, primarily because property sales and
development both decreased.
Cash generated from and used in investing activities both decreased year-on-year, primarily driven by a decrease in the
acquisition of wealth management products.
Net increase in cash and cash equivalents increased year-on-year, primarily driven by the disinvestment in structured
deposits upon maturity.
Reason for any big difference between the net operating cash flow and the net profit for this Reporting Period
□ Applicable √ Not applicable
III Analysis of Non-Core Businesses
□ Applicable √ Not applicable
21
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
IV Analysis of Assets and Liabilities
1. Significant Changes in Asset Composition
Indicate whether the Company has adopted the new accounting standards governing revenue and leases since 2020 and
restated the beginning amounts of relevant financial statement line items in the year.
Applicable.
Unit: RMB
31 December 2020 1 January 2020 Change in
Reason for any
As a % of total As a % of total percentage
Amount Amount significant change
assets assets (%)
Monetary 2,687,465,070.0 2,511,140,445.3
54.44% 51.15% 3.29% Settlement of sales
assets 1 5
Accounts
59,590,944.06 1.21% 62,059,055.68 1.26% -0.05%
receivable
1,220,464,112.5 1,462,229,048.1 Sales and decrease in
Inventories 24.72% 29.78% -5.06%
6 8 real estate projects
Investment
616,365,621.53 12.48% 632,241,900.20 12.88% -0.40%
property
Long-term
equity 377,489.65 0.01% 469,838.65 0.01% 0.00%
investments
Fixed assets 28,039,978.43 0.57% 30,522,035.11 0.62% -0.05%
Short-term
76,893,995.94 1.56% 51,647,260.17 1.05% 0.51%
borrowings
2. Assets and Liabilities at Fair Value
√ Applicable □ Not applicable
Unit: RMB
Gain/loss on
Cumulative Impairment
fair-value Purchased in
fair-value allowance Sold in the
Beginning changes in the Other Ending
Item changes for the Reporting
amount the Reporting changes amount
charged to Reporting Period
Reporting Period
equity Period
Period
Financial
assets
Investments
in other 33,126,730. 4,384,130.4 37,510,860
equity 04 7 .51
instruments
Subtotal of 33,126,730. 4,384,130.4 37,510,860
financial 04 7 .51
22
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
assets
Total of the 33,126,730. 4,384,130.4 37,510,860
above 04 7 .51
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
Assets to which the Company’s ownership or right of use was restricted:
Item Ending carrying value Reasons for restriction
49,686,095.76 Put in pledge for short-term
Accounts receivable
borrowings
Notes receivable 30,068,561.31 Undue endorsed or discounted trade
acceptance notes
Total 79,754,657.07
V Investments Made
1. Total Investment Amount
□ Applicable √ Not applicable
2. Major Equity Investments Made in the Reporting Period
□ Applicable √ Not applicable
3. Major Non-Equity Investments Ongoing in the Reporting Period
□ Applicable √ Not applicable
4. Financial Investments
(1) Securities Investments
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(2) Investments in Derivative Financial Instruments
□ Applicable √ Not applicable
No such cases in the Reporting Period.
23
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
5. Use of Funds Raised
□ Applicable √ Not applicable
No such cases in the Reporting Period.
VI Sale of Major Assets and Equity Interests
1. Sale of Major Assets
□ Applicable √ Not applicable
No such cases in the Reporting Period.
2. Sale of Major Equity Interests
□ Applicable √ Not applicable
VII Major Subsidiaries
√ Applicable □ Not applicable
Major fully/majority-owned subsidiaries and those minority-owned subsidiaries with an over 10% effect on the
Company’s net profit:
Unit: RMB
Relationsh Principal Registered Operating Operating
Name ip with the activity Total assets Net assets Net profit
capital revenue profit
Company
Shenzhen
SPG
Real estate 391,925,44 114,508,13 116,934,25 44,837,691. 28,784,548.
Longgang Subsidiary 30,000,000.00
development 1.93 6.12 3.32 98 48
Developme
nt Co., Ltd.
Shantou
SEZ,
Wellam
Real estate 193,640,07 122,390,74 4,715,303.3 1,519,810.5 -2,215,913.
FTY, Subsidiary 91,226,120.44
development 0.89 6.58 6 1 28
Building
Developme
nt, Co., Ltd.
Shantou
Huafeng
Real estate 977,898,21 20,641,603. 179,004,82
Real Estate Subsidiary 80,000,000.00 410,646.55 -672,511.21
development 1.50 93 9.03
Developme
nt Co., Ltd.
Great Wall Real estate 18,163,906. -83,658,196
Subsidiary 2,051,146.00 839,012.25 -774,074.99 -774,074.99
Estate Co., development 02 .85
24
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Inc. (U.S.)
Shenzhen
Installation
Zhentong 148,187,52 24,609,352. 252,712,48
Subsidiary and 10,000,000.00 636,053.15 323,798.26
Engineering 5.32 65 2.88
maintenance
Co., Ltd.
Shenzhen
Property Property 103,605,21 31,817,548. 151,546,32 5,371,989.5 3,798,588.6
Subsidiary 7,250,000.00
Managemen management 7.56 93 3.15 1 4
t Co., Ltd.
Shenzhen
52,342,468. 42,149,488. 14,314,081. -5,361,133. -4,071,603.
Petrel Hotel Subsidiary Hotel service 30,000,000.00
40 13 68 28 65
Co., Ltd.
Shenzhen
Huazhan
Constructio 10,525,484. 9,936,185.3 3,308,507.7
Subsidiary Supervisor 8,000,000.00 380,114.01 523,887.40
n 45 4 5
Supervision
Co., Ltd.
Xin Feng Investment
417,274,01 -132,534,43 6,632,667.6 6,632,667.6
Enterprise Subsidiary and 502,335.00
0.65 6.59 0 0
Co., Ltd. management
Subsidiaries obtained or disposed in the Reporting Period:
□ Applicable √ Not applicable
Information about major majority- and minority-owned subsidiaries:
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 RMB115 million in 2020 (the percentage of accumulative
sales carried forward was 93%), accounting for 10% of the Company's real estate sector income, 7.15% of the
Company's operating revenue and 11% 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 completed
at the end of 2019. As of 2020, the sales progress of the Phase I was relatively slow with an accumulated sales rate
of about 62%.
2. Shenzhen Zhentong Engineering Co., Ltd. was engaged in the business of building installation and maintenance
with the 2020 operating revenues of RMB253 million and of 15.65% 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 2020 operating revenues was of RMB152 million that was of 9.38% to the operating
revenues of the Company.
4. The 2020 net profits of Xin Feng Enterprise Co., Ltd. was of RMB6.63 million which mainly due to the
changes of exchange rate and it conducts no business.
25
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
5. The 2020 net profits of Shenzhen Petrel Hotel Co., Ltd. was of RMB-4.07 million which mainly due to the
epidemic.
VIII Structured Bodies Controlled by the Company
□ Applicable √ Not applicable
IX Prospects
(I) Industrial Pattern and Trend
Upholding the principles that houses are for living and not for speculation on, the Company fully implemented a
long-term management and regulation mechanism through taking a differential approach in different places,
stabilizing the land prices, the housing prices, and the expectations to ensure sound development of the real estate
market. Under the continuous control of multiple financial regulatory policies, development goals of real estate
enterprises were shifted from growth of scale to growth of quality. The top enterprises with high qualities, as a
result, were easy to get more resources, and the industry concentration was further improved.
(2) Development Strategies of the Company
The Company will earnestly implement the instructions of the Fifth Plenary Session of the 19th Central Committee
of the Communist Party of China, the Central Economic Work Conference, Secretary General Xi Jinping’s speech
at the 40th Anniversary of the Establishment of the Shenzhen Special Economic Zone, and the important speeches
during his visits to Guangdong. Embracing the strategic opportunities of Shenzhen “Dual Zone” construction and
the reform of state-owned assets and enterprises, the Company will take actions according to the decisions of the
Municipal Party Committee and Municipal Government, the Municipal State-owned Assets Supervision and
Administration Commission and the Shenzhen Investment Holdings Co., Ltd., moving forward steadily and
bravely, and plotting out the project reserves. While stabilizing operation and management, the Company
assiduously innovated profit models and explored new areas so as to further improve the quality of the Company.
Taking into account the overall situation, the Company are in full confidence to win the battle in the first year of
the "14th Five-Year Plan", and make SPG a respected listed company.
(III) Potential Risks
1. Macroeconomic risks. In 2021, the world economic situation remains complicated and severe. Since the
recovery is precarious, the various derivative risks caused by the impact of the pandemic cannot be ignored.
26
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
2. Industrial regulation risks. The government revealed many policies in terms of real estate market, such as
“houses are for living in, not for speculation on", encouraging house renting and purchasing, taking different
approaching in different cities, etc. The Company will meet huge challenges in future.
3. Business operation risks. Since the reserves of existing development land resource are limited, the competition
in the open land market will become quite intense in the future, which accordingly will endanger the Company's
sustainable development.
4. The risk of brain drain. The restructuring has been suspended for many years, resulting in the loss of the
professional technical talents and key managers. At the same time, the unfavorable talent structure and
professional capabilities need further improvement.
(IV) Operation Plan
In 2021, the Company made an overall operation plan. The Company will stabilize the operation on the basis of
safety management, expand the projects while strengthening the implementation. At the same time, the Company
will make efforts in key tasks such as project developments and constructions, sales, asset management, and
internal control. Additionally, the Company will explore new growth areas vigorously, gather all the possible
efforts, and accomplish more achievements in the reform and development of the company.
1. Focus on the stable operations. The Company will push forward the construction of projects in progress,
check the schedules, and guarantee the quality and safety of the projects. Besides, the Company will put more
efforts in project marketing campaign to ensure the smooth completion of the annual sales target. Furthermore,
great attention will be paid to lease of property to achieve an effective increase in occupancy rate.
2. Forge ahead bravely, exploring areas of growth. The Company will increase new lands and projects through
acquisitions, cooperative development, open market "bidding, auction and listing" and other ways. Exploring new
growth areas proactively, the Company will strive to reshape a new pattern of profit growth, and eventually
improve the quality.
3. Pay constant attention to the prevention and control of pandemic and safe production. The Company will
undertake full responsibility in pandemic prevention and control, normalizing its publicity and education.
Optimizing the safety production management system will also be put on agenda. Boosting the standardization of
safety production and "dual" prevention mechanism, the Company plans to identify and eliminate the potential
risks, and intensify the safety management in important areas to ensure the smooth progress of production and
operation.
27
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
X Communications with the Investment Community such as Researches, Inquiries and
Interviews
1. During the Reporting Period
√ Applicable □ Not applicable
Index to
Place of Contents and materials main
Date of visit Way of visit Type of visitor Visitor
visit provided inquiry
information
Inquired of the progress
The Individual of assets restructuring
2020-01-13 By telephone Individual and the sales of project N/A
Company investor development, and didn’t
offer written materials
Inquired of the progress
The Individual of assets restructuring
2020-01-22 By telephone Individual and fundamentals of the N/A
Company investor Company, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and annual operation
2020-03-02 By telephone Individual and expected disclosure N/A
Company investor time of annual report,
and didn’t offer written
materials
Inquired of the progress
of assets restructuring
The Individual and share trading
2020-03-05 By telephone Individual N/A
Company investor resumption time of the
Company, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and share trading
2020-03-16 By telephone Individual N/A
Company investor resumption time of the
Company, and didn’t
offer written materials
Inquired of the progress
The Individual of assets restructuring
2020-03-19 By telephone Individual and fundamentals of the N/A
Company investor Company, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and plan arrangement of
2020-03-26 By telephone Individual N/A
Company investor the Company, and
didn’t offer written
materials
Inquired of the progress
of assets restructuring
The Individual and reasons for the long
2020-03-31 By telephone Individual N/A
Company investor suspension of trading
and share trading
resumption time of the
28
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Company, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-04-10 By telephone Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-04-29 By telephone Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-05-08 By telephone Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-05-13 By telephone Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-05-28 By telephone Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
and the impact of the
The Individual 40th anniversary of the
2020-06-03 By telephone Individual establishment of the N/A
Company investor Shenzhen Special
Economic Zone, and
didn’t offer written
materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-06-15 By telephone Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and business situation
2020-06-29 By telephone Individual and expected disclosure N/A
Company investor time of interim report,
and didn’t offer written
materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-07-01 By telephone Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
29
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Inquired of the progress
The Individual of assets restructuring,
2020-07-02 By telephone Individual and didn’t offer written N/A
Company investor materials
Inquired of the progress
of assets restructuring
and reasons for the long
The Individual suspension of trading
2020-07-06 By telephone Individual N/A
Company investor and share trading
resumption time of the
Company, and didn’t
offer written materials
Inquired of the progress
of assets restructuring,
The Individual and expected disclosure
2020-07-09 By telephone Individual N/A
Company investor time of third quarter
report, and didn’t offer
written materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-07-15 By telephone Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
Inquired of the progress
of assets restructuring,
the project development
The Individual and business condition
2020-07-23 By telephone Individual of the Company, and N/A
Company investor annual operations,
without written
materials, and didn’t
offer written materials
Inquired of the progress
The Individual of assets restructuring
2020-08-06 By telephone Individual and fundamentals of the N/A
Company investor Company, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-08-12 By telephone Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and plan arrangement of
2020-08-18 By telephone Individual N/A
Company investor the Company, and
didn’t offer written
materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-08-26 By telephone Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
The Individual Inquired of the progress
2020-09-07 By telephone Individual of assets restructuring N/A
Company investor and fundamentals of the
30
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Company, and didn’t
offer written materials
Inquired of the progress
The Individual of assets restructuring,
2020-09-11 By telephone Individual N/A
Company investor and didn’t offer written
materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-09-14 By telephone Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
Inquired of the progress
of assets restructuring of
The Individual the Company, and
2020-09-15 By telephone Individual expected disclosure N/A
Company investor time of third quarter
report, and didn’t offer
written materials
Inquired of the progress
of assets restructuring
The Individual and reasons for the long
2020-09-21 By telephone Individual suspension of trading of N/A
Company investor the Company, and
didn’t offer written
materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-09-22 In writing Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
and plan arrangement of
The Individual the Company, and its
2020-09-24 By telephone Individual N/A
Company investor business conditions in
the third quarter, and
didn’t offer written
materials
Inquired of the progress
of assets restructuring
The Individual and reasons for the long
2020-09-25 By telephone Individual suspension of trading of N/A
Company investor the Company, and
didn’t offer written
materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-09-28 By telephone Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and reasons for the long
2020-09-30 By telephone Individual suspension of trading of N/A
Company investor the Company, and
didn’t offer written
materials
31
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Inquired of the progress
The Individual of assets restructuring
2020-10-13 By telephone Individual and fundamentals of the N/A
Company investor Company, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-10-14 By telephone Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and project
2020-10-16 By telephone Individual development and sales N/A
Company investor and operation of the
Company, and didn’t
offer written materials
Inquired of the progress
The Individual of assets restructuring
2020-10-19 By telephone Individual and fundamentals of the N/A
Company investor Company, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and reasons for the long
2020-10-20 By telephone Individual suspension of trading of N/A
Company investor the Company, and
didn’t offer written
materials
Inquired of the progress
The Individual of assets restructuring
2020-10-22 By telephone Individual and fundamentals of the N/A
Company investor Company, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and reasons for the long
2020-10-26 By telephone Individual suspension of trading of N/A
Company investor the Company, and
didn’t offer written
materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-10-28 By telephone Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
Inquired of the progress
The Individual of assets restructuring
2020-10-29 By telephone Individual and fundamentals of the N/A
Company investor Company, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-10-30 By telephone Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
32
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Inquired of the progress
of assets restructuring
The Individual and project
2020-11-02 By telephone Individual development and sales N/A
Company investor and operation of the
Company, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and reasons for the long
2020-11-03 By telephone Individual suspension of trading of N/A
Company investor the Company, and
didn’t offer written
materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-11-04 By telephone Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and project
2020-11-05 By telephone Individual development and sales N/A
Company investor and operation of the
Company, and didn’t
offer written materials
Inquired of the progress
of assets restructuring
The Individual and the expected time
2020-11-06 By telephone Individual N/A
Company investor for stock trading
resumption, and didn’t
offer written materials
Inquired of the reasons
The Individual for the terminations of
2020-11-09 By telephone Individual asset restructuring, and N/A
Company investor didn’t offer written
materials
Inquired of the future
The Individual development plan of the
2020-11-10 By telephone Individual N/A
Company investor Company, and didn’t
offer written materials
Inquired of business
The Individual situations of the
2020-11-11 By telephone Individual N/A
Company investor Company, and did not
offer written materials
Inquired of the reasons
The Individual for the terminations of
2020-11-12 By telephone Individual asset restructuring, and N/A
Company investor didn’t offer written
materials
Inquired of the land
The Individual reserves and projects
2020-11-13 By telephone Individual progress of the N/A
Company investor Company, and didn’t
offer written materials
Inquired of the reasons
The Individual for the terminations of
2020-11-16 By telephone Individual N/A
Company investor asset restructuring, and
didn’t offer written
33
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
materials
Inquired of the future
The Individual development plan of the
2020-11-17 By telephone Individual N/A
Company investor Company, and didn’t
offer written materials
Inquired of business
The Individual situations and strategic
2020-11-19 By telephone Individual planning of the N/A
Company investor Company, and didn’t
offer written materials
Inquired of the land
The Individual reserves and projects
2020-11-24 By telephone Individual progress of the N/A
Company investor Company, and didn’t
offer written materials
Inquired of the future
The Individual development plan of the
2020-11-26 By telephone Individual N/A
Company investor Company, and didn’t
offer written materials
Inquired of the land
The Individual reserves and projects
2020-11-30 By telephone Individual progress of the N/A
Company investor Company, and didn’t
offer written materials
Inquired of business
The Individual situations and strategic
2020-12-04 By telephone Individual planning of the N/A
Company investor Company, and didn’t
offer written materials
The Individual Inquired of business
2020-12-09 By telephone Individual situation, and didn’t N/A
Company investor offer written materials
Inquired of project sales
The Individual of the Company, and
2020-12-21 By telephone Individual N/A
Company investor didn’t offer written
materials
Inquired of the future
The Individual development plan of the
2020-12-28 By telephone Individual N/A
Company investor Company, and didn’t
offer written materials
Times of communications 66
Number of institutions communicated with 0
Number of individuals communicated with 66
Number of other communication parties 0
Tip-offs or leakages of substantial
supposedly-confidential information during None
communications
34
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
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 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) was 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) was 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 2020, based on the total 1,011,660,000 shares of the Company as at 31 December 2020, a cash dividend of
RMB0.87 (tax included) was 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: RMB
Net profit
attributable
to ordinary
Cash Cash Total cash
shareholders
dividends dividends in dividends
of the listed A as % of B other forms C as % of B D as % of B
Year (tax (including
company in (%) (such as share (%) (%)
inclusive) repurchase) those in other
consolidated
(A) (C) forms) (D)
statements
for the year
(B)
88,014,420.0 290,229,772. 88,014,420.0
2020 30.33% 0.00 0.00% 30.33%
0 23 0
166,923,900. 552,452,307. 166,923,900.
2019 30.22% 0.00 0.00% 30.22%
00 59 00
202,332,000. 503,498,831. 202,332,000.
2018 40.19% 0.00 0.00% 40.19%
00 60 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.
35
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
□ Applicable √ Not applicable
II Final Dividend Plan for the Reporting Period
√ Applicable □ Not applicable
Bonus shares for every 10 shares (share) 0
Dividend for every 10 shares (RMB) (tax inclusive) 0.87
Total shares as the basis for the profit distribution 1,011,660,000
proposal (share)
Cash dividends (RMB) (tax inclusive) 88,014,420.00
Cash dividends in other forms (such as share
0.00
repurchase) (RMB)
Total cash dividends (including those in other forms)
88,014,420.00
(RMB)
Distributable profit (RMB) 1,360,786,232.53
Total cash dividends (including those in other forms) as
100%
% of total profit distribution
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 2020 was reviewed and approved by the 60 th Meeting of the 7th Board of Directors held
on 19 March 2021, and intended to be submitted to The 2020 Annual General Meeting for review. Based on the total
1,011,660,000 shares of the Company as at 31 December 2020, a cash dividend of RMB0.87 (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 Meeting of the Company.
III Fulfillment 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
Date of
Type of Term of
commitm Fulfillmen
Commitment Promisor commitm Details of commitment commitm
ent t
ent ent
making
The Company's major asset
Asset restructuring was terminated, 9
Commitments made in time of The Two Complete
restructur and trading of the stocks was Novembe
asset restructuring Company months d
ing resumed on 9 November 2020. r 2020
The Company promises that it
36
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
will not initiate the major asset
restructuring after the
announcement of termination
was disclosed within at least
two months.
Fulfilled on time Yes
Specific reasons for failing to
fulfill commitments on time
N/A
and plans for next step (if
any)
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.
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 Period
□ Applicable √ Not applicable
VI YoY Changes to Accounting Policies, Estimates and Methods
√ Applicable □ Not applicable
Please refer to “31. 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.
37
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
IX Engagement 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
53
auditor (RMB’0,000)
How many consecutive years the domestic independent
2
auditor has provided audit service for the Company
Names of the certified public accountants from the
domestic independent auditor writing signatures on the Zhao Juanjuan, Jiang Xiaoming
auditor’s report
How many consecutive years the certified public
accountants from the domestic independent auditor have 2
provided audit service for the Company
Indicate by tick mark whether the independent auditor was changed for the Reporting Period.
□ Yes √ No
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 RMB0.23 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
General Index to
amount Execution of Disclosur
informatio Provision Progress Decisions and effects disclosed
(RMB’0, decisions e date
n information
000)
Xi’an Business Tourism Shaanxi High
Interim
Company Limited (hereinafter People’s Court
Report 2020
Xi’an referred to as “Business Sold all assets of 19
In (full text)
Project 2,100 No Company”) had to pay for the Business August
execution on
Lawsuit compensation RMB36.62 Company by 2020
www.cninfo
million and the relevant interest auction in
.com.cn
(from 14 September 1998 to the accordance with
38
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
payment day) to Xi’an Fresh laws in 2004.
Peak Company within one The applicant
month after the judgment has received
entering into force. If the RMB15.20
Business Company failed to pay million. Now
in time, it had to pay double Business
debt interests to Xi’an Fresh Company has no
Peak Company for the overdue executable
period; ② Xi’an Joint properties and
Commission on Commerce had Xi’an Joint
jointly and severally obligation Commission on
of the interests of the Commerce has
compensation; .③ Business been refusing to
Company shall bear execute the
RMB227,500 of the acceptance ruling. It is
fee and the security fee. difficult to
recover the rest.
XIII Punishments and Rectifications
□ Applicable √ Not applicable
No such cases in the Reporting Period.
XIV Credit Quality of the Company as well as Its Controlling Shareholder and Actual
Controller
□ Applicable √ Not applicable
XV Equity Incentive Plans, Employee Stock Ownership 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
Relatio As % Approv Over Obtain Index
Type Specifi Total Metho
nship Pricing Transa of total ed the able Disclos to
Related of c value d of
with principl ction value transac approv market ure disclos
party transac transact (RMB’ settlem
the e price of all tion ed line price date ed
tion ion 0,000) ent
Compa same-t line or not for inform
39
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
ny ype (RMB’ same-t ation
transac 0,000) ype
tions transac
tions
Wholly
-owned
Control subsidi 2019
led by ary Annual
Negoti
Shenzhe the Engine underto Report
ate 14
n Jianan same ering ok Bank disclos
through - 725.82 2.89% 725.82 Not - March
(Group) compa constru enginee transfer ed on
agreem 2020
Co., Ltd. ny as ction ring www.c
ents
the constru ninfo.c
parent ction of om.cn
related
party
Wholly
-owned
subsidi
Control ary 2019
led by paid Annual
Negoti
Shenzhe the Engine total Report
ate 14
n Jianan same ering account 18,299. 18,299. Bank disclos
through - 42.81% Not - March
(Group) compa constru for 46 46 transfer ed on
agreem 2020
Co., Ltd. ny as ction constru www.c
ents
the ction ninfo.c
parent contract om.cn
ed to
related
party
19,025. 19,025.
Total -- -- -- -- -- -- -- --
28 28
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 continuing N/A
related-party transactions by type to occur in the Reporting Period
Reason for any significant difference between the transaction
N/A
price and the market reference price (if applicable)
2. Related-Party Transactions Regarding Purchase or Sales of Assets or Equity Interests
□ Applicable √ Not applicable
No such cases in the Reporting Period.
40
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
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.
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
41
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Unit: RMB’0,000
Overdue unrevoked
Type Capital resources Amount incurred Outstanding balance
amount
Bank financial
Self-owned funds 100,000 0 0
products
Total 100,000 0 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
(2) Entrusted Loans
□ Applicable √ Not applicable
No such cases in the Reporting Period.
4. Significant Continuing Contracts
□ Applicable √ Not applicable
5. 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 has proactively fulfilled its social responsibilities. While pursuing economic benefits and protecting
the interests of shareholders, it complied with the overall development of the country and society, protected the
legal rights of creditors and employees positively and treated the suppliers, customers and consumers with
integrity. Participating in the public welfare undertakings such as environment protection and community
activities positively, the Company took efforts in keeping a harmonious development of the Company itself and
the whole society. During the Reporting Period, the Company actively fought against the pandemic, which fully
demonstrated the responsibility of state-owned enterprises. Also, the Company donated RMB500,000 to the
“Municipal State-owned Enterprise Aiding Hubei Special Fund Raising Action”, exempted and reduced rents for
tenants for about RMB18.36 million. Besides, in accordance with the idea of “creating a civilized community” in
42
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Jiabei Community, the Company organized road traffic civilization persuasion and "creating a civilized
community" voluntary activities twice with the participation of a total of 215 party members and mass volunteers.
During this process, the employees' sense of social responsibility was hugely enhanced.
2. Measures Taken for Targeted Poverty Alleviation
The Company conducted no targeted poverty alleviation activities during the Reporting Period and has no subsequent
plans yet.
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 protection authorities.
□ Yes √ No
XIX Other Significant Events
√ Applicable □ Not applicable
Since the planning for major asset restructuring, the Company's stocks have been suspended for trading since the
opening of the stock market on 14 September 2016. During the suspension period, the Company kept close
communication with all trading parties, worked hard in due diligence, auditing, evaluation and other issues, and
fulfilled the required decision-making procedures and information disclosure timely. In view of the current market
environment and many other reasons, it was still not a good time to advance the major asset restructuring.
Therefore, in order to effectively protect the interests of the Company and all shareholders, the Company decided
to terminate the major asset restructuring after careful consideration. On 9 November 2020, the stock trading
resumed. For details, please refer to the Announcement on the Termination of Planning for Major Asset
Restructuring and the Stock Trading Resumption (No. 2020-085) which was disclosed by the Company on
www.cninfo.com.cn on 9 November 2020.
XX Significant Events of Subsidiaries
□ Applicable √ Not applicable
43
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
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
Percentag New converte Subtota Percenta
Shares converte Other Shares
e (%) issues d from l ge (%)
d from
capital
profit
reserves
1. Restricted shares 0 0.00% 0 0 0 0 0 0 0.00%
1.1 Shares held by the
0 0.00% 0 0 0 0 0 0 0.00%
state
1.2 Shares held by
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 domestic 0 0.00% 0 0 0 0 0 0.00%
legal person
Shares held by
domestic natural 0 0.00% 0 0 0 0 0 0 0.00%
person
1.4 Oversea
0 0.00% 0 0 0 0 0 0.00%
shareholdings
Among which: shares
held by oversea legal 0 0.00% 0 0 0 0 0 0 0.00%
person
Shares held by
oversea natural 0 0.00% 0 0 0 0 0 0 0.00%
person
1,011,660,00 1,011,660,00
2. Unrestricted shares 100.00% 0 0 0 0 0 100.00%
0 0
2.1 RMB ordinary
891,660,000 88.14% 0 0 0 0 0 891,660,000 88.14%
shares
2.2 Domestically 120,000,000 11.86% 0 0 0 0 0 120,000,000 11.86%
44
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
listed foreign shares
2.3 Oversea listed
0 0.00% 0 0 0 0 0 0 0.00%
foreign shares
2.4 Other 0 0.00% 0 0 0 0 0 0 0.00%
1,011,660,00 1,011,660,00
3. Total shares 100.00% 0 0 0 0 0 100.00%
0 0
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
III Shareholders and Actual Controller
1. Shareholders and Their Shareholdings at the Period-End
Unit: share
45
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Number of
preferred
Number of
Number of shareholders
ordinary
preferred with resumed
Number of shareholders at
shareholders voting rights at
ordinary 74,276 the month-end 74,556 0 0
with resumed the month-end
shareholders prior to the
voting rights (if prior to the
disclosure of
any) disclosure of
this Report
this Report (if
any)
Shareholding of ordinary shareholders holding more than 5% shares or the top 10 of ordinary shareholders
Numbe Pledged or
r of frozen shares
Number of
Increase and shares Number of
Holdin shareholdin
decrease of held shares held
Nature of g g at the end
Name of shareholder shares during subject subject to Status
shareholder percent of the Amou
Reporting to trading of
age (%) Reporting nt
Period trading moratorium shares
Period
morator
ium
Shenzhen Investment State-owned legal 642,884,26
63.55% 0 642,884,262
Holdings Co., Ltd person 2
Domestic natural
Sun Longzhan 0.14% 1,464,248 1,464,248 1,464,248
person
Domestic natural
Yang Shuilian 0.14% 1,412,900 139,200 1,412,900
person
Domestic natural
Tan Shiqing 0.13% 1,286,701 0 1,286,701
person
Domestic natural
Yang Jianxiong 0.12% 1,255,750 0 1,255,750
person
Shenzhen Bao'an Domestic
Songgang Huamei non-state-owned 0.12% 1,205,096 1,205,096 1,205,096
Industry Company legal person
Domestic natural
Duan Weiping 0.12% 1,190,000 1,190,000 1,190,000
person
Central Huijin Asset State-owned legal
0.12% 1,165,500 0 1,165,500
Management Co., Ltd. person
Hong Kong Securities Foreign legal
0.11% 1,117,641 1,117,641 1,117,641
Clearing Company Ltd. person
Foreign natural
Wu Haoyuan 0.11% 1,109,300 0 1,109,300
person
Strategic investor or general legal person
becoming a top-10 ordinary shareholder None
due to rights issue (if any) (see Note 3)
46
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Among the top 10 shareholders of the Company, SPG is neither a related
party to, nor one of the persons acting in concert with other shareholders
as prescribed in the Administrative Measures for the Acquisition of Listed
Related or acting-in-concert parties among
Companies. The Company does not know whether there exists associated
the shareholders above
relationship among the other shareholders, or whether they are persons
acting in concert as prescribed in the Administrative Measures for the
Acquisition of Listed Companies.
Above shareholders involved in
entrusting/being entrusted with voting None
rights and giving up voting rights
Top 10 unrestricted shareholders
Unrestricted Shares by type
Name of shareholder shares held at the
Type Shares
period-end
Shenzhen Investment Holdings Co., Ltd 642,884,262 RMB ordinary shares 642,884,262
Sun Longzhan 1,464,248 RMB ordinary shares 1,464,248
Yang Shuilian 1,412,900 RMB ordinary shares 1,412,900
Tan Shiqing 1,286,701 RMB ordinary shares 1,286,701
Domestically listed
Yang Jianxiong 1,255,750 1,255,750
foreign shares
Shenzhen Bao'an Songgang Huamei Industry Company 1,205,096 RMB ordinary shares 1,205,096
Duan Weiping 1,190,000 RMB ordinary shares 1,190,000
Central Huijin Asset Management Co., Ltd. 1,165,500 RMB ordinary shares 1,165,500
Hong Kong Securities Clearing Company Ltd. 1,117,641 RMB ordinary shares 1,117,641
Domestically listed
Wu Haoyuan 1,109,300 1,109,300
foreign shares
Among the top 10 unrestricted public shareholders of the Company, SPG is
Related or acting-in-concert parties neither a related party to, nor one of the persons acting in concert with other
among top 10 unrestricted public shareholders as prescribed in the Administrative Measures for the Acquisition
shareholders, as well as between top 10 of Listed Companies. The Company does not know whether there exists
unrestricted public shareholders and top associated relationship among the other shareholders, or whether they are
10 shareholders persons acting in concert as prescribed in the Administrative Measures for the
Acquisition of Listed Companies.
Top 10 ordinary shareholders involved
Both the fourth and sixth shareholders held all their shares of the Company in
in securities margin trading (if any)
their margin accounts.
(see Note 4)
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.
□ Yes √ No
No such cases in the Reporting Period.
2. Controlling Shareholder
Nature of the controlling shareholder: Controlled by a local state-owned legal person
47
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Type of the controlling shareholder: legal person
Legal
Name of controlling Date of Unified social
representative/p Principal activity
shareholder establishment credit code
erson in charge
Investment in equities on behalf of the
government and management of those
Shenzhen Investment investments; development and operation
Wang Yongjian 13 October 2004 767566421
Holdings Co., Ltd. of government-allocated land; and
investment in and provision of services
for strategic emerging industries
339,450,000 shares in SZPRD A (000011), representing a stake of 56.96%;;
234,070,000 shares in STHC (000045) , representing a stake of 46.10%;
9,590,000 shares in Shenzhen Universe A (000023) , representing a stake of 6.91%;
962,720,000 shares in Ping An (601318) , representing a stake of 5.27%;
3,223,110,000 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) ,
Controlling shareholder’s representing a stake of 8%;
holdings in other listed 195,030,000 shares in Telling Holding (000829) , representing a stake of 18.89%;
companies at home or 208,850,000 shares in Shenzhen International (00152) , representing a stake of 43.91%;
abroad in the Reporting 604,820,000 shares in BEAUTYSTAR (002243), representing a stake of 49.96%;
Period 2,213,450,000 shares in Bay Area Development (00737), representing a stake of 71.83%;
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%;
6,770,000 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 (300197), representing a stake of 4.84%;
77,270,000 shares in Vanke (02202), representing a stake of 0.67%.
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
Date of Unified social
Name of actual controller representative/p Principal activity
establishment credit code
erson in charge
Perform the responsibilities of
Shenzhen State-owned investor on behalf of the state, and
Assets Supervision and Yu Gang 31 July 2004 K3172806-7 supervise and manage the
Administration Commission authorized state-owned assets
legally.
Other listed companies at In addition to the Company controlling shareholder - Shenzhen Investment Holding Co.,
48
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
home or abroad controlled Ltd. Other domestic and overseas listed companies whose equity held by the actual
by the actual controller in controllers did not rank among the top ten shareholders of the Company.
the 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:
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
49
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Part VII Preferred Shares
□ Applicable √ Not applicable
No preferred shares in the Reporting Period.
50
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Part VIII Convertible Bonds
□ Applicable √ Not applicable
No convertible bonds in the Reporting Period.
51
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Part IX Directors, Supervisors, Senior Management and Staff
I Change in Shareholdings of Directors, Supervisors and Senior Management
Decreas
Beginni Increase Other
e in the Ending
End ng in the increas
Incumbent/ Gend Start of Reporti shareh
Name Office title Age of shareho Reportin e/decre
Former er tenure ng olding
tenure lding g Period ase
Period (share)
(share) (share) (share)
(share)
Liu Chairman of 15 January
Incumbent Male 51 0 0 0 0 0
Zhengyu the Board 2020
Tang 31 December
Director Incumbent Male 51 0 0 0 0 0
Xiaoping 2020
Tang 14 December
GM Incumbent Male 51 0 0 0 0 0
Xiaoping 2020
Deng 17 April
Director Incumbent Male 55 10,000 0 0 0 10,000
Kangcheng 2012
Zhao 31 December
Director Incumbent Male 51 0 0 0 0 0
Zhongliang 2020
Zhao 14 December
CFO Incumbent Male 51 0 0 0 0 0
Zhongliang 2020
Femal 8 September
Wen Li Director Incumbent 52 0 0 0 0 0
e 2006
Sun 31 December
Director Incumbent Male 40 0 0 0 0 0
Minghui 2020
Kang Independent
Incumbent Male 57 15 May 2018 0 0 0 0 0
Xiaoyue director
He Independent
Incumbent Male 59 30 June 2020 0 0 0 0 0
Zuowen director
Mi Independent
Incumbent Male 46 30 June 2020 0 0 0 0 0
Xuming director
Chairman of
the Femal 31 December
Li Lian Incumbent 54 0 0 0 0 0
Supervisory e 2020
Committee
Ren Wei Supervisor Incumbent Male 41 15 May 2018 2,000 0 0 0 2,000
Femal 17 April
Li Yufei Supervisor Incumbent 43 0 0 0 0 0
e 2012
Feng 2 March
Supervisor Incumbent Male 50 0 0 0 0 0
Hongwei 2017
52
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Femal 27 April
Lin Jun Supervisor Incumbent 52 0 0 0 0 0
e 2016
28
Wei Femal
Vice GM Incumbent 55 September 0 0 0 0 0
Hanping e
2012
Zhang
Vice GM Incumbent Male 55 15 July 2020 0 0 0 0 0
Hongwei
Secretary of 31 December
Luo Yi Incumbent Male 47 0 0 0 0 0
the Board 2020
15
Zhou Chairman of 11 February Janua
Former Male 66 0 0 0 0 0
Jianguo the Board 2009 ry
2020
Chairman of 15
Zhuang the 17 April Janua
Former Male 66 80,000 0 0 0 80,000
Quan Supervisory 2012 ry
Committee 2020
General 30
Chen 17 April
Manager and Former Male 57 June 0 0 0 0 0
Maozheng 2012
Director 2020
30
Song Independent 15 October
Former Male 53 June 0 0 0 0 0
Botong director 2010
2020
30
Zhang Independent 23 April
Former Male 55 June 0 0 0 0 0
Shunwen director 2014
2020
31
17 April Dece
Zhang Lei Director Former Male 53 0 0 0 0 0
2012 mber
2020
14
17 April Dece
Zhang Lei CFO Former Male 53 0 0 0 0 0
2012 mber
2020
31
Jiang Femal 17 April Dece
Director Former 57 0 0 0 0 0
Lihua e 2012 mber
2020
Chairman of 31
Dai the 15 January Dece
Former Male 59 0 0 0 0 0
Xianhua Supervisory 2020 mber
Committee 2020
Tang Secretary of Appointed 26 April 31
Male 51 0 0 0 0 0
Xiaoping the Board and 2018 Dece
53
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
dismissed mber
2020
14
Appointed
Tang 22 October Dece
Vice GM and Male 51 0 0 0 0 0
Xiaoping 2013 mber
dismissed
2020
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
Liu Zhengyu Chairman of the Board Elected 15 January 2020
Chairman of the
Dai Xianhua Elected 15 January 2020
Supervisory Committee
Zhou Jianguo Chairman of the Board Left 15 January 2020 Retired
Chairman of the
Zhuang Quan Left 15 January 2020 Retired
Supervisory Committee
Chen Maozheng Director Left 30 June 2020 Job change
Chen Maozheng General Manager Left 30 June 2020 Job change
Left for expiration
Song Botong Independent director 30 June 2020 Expiration of appointment
of appointment
Left for expiration
Zhang Shunwen Independent director 30 June 2020 Expiration of appointment
of appointment
He Zuowen Independent director Elected 30 June 2020
Mi Xuming Independent director Elected 30 June 2020
Zhang Hongwei Vice GM Appointed 15 July 2020
Tang Xiaoping GM Appointed 14 December 2020
Tang Xiaoping Vice GM Appointed 14 December 2020 Post change
Zhang Lei CFO Left 14 December 2020 Job change
Zhao Zhongliang CFO Appointed 14 December 2020
Zhang Lei Director Left 31 December 2020 Job change
Jiang Lihua Director Left 31 December 2020 Retired
Tang Xiaoping Director Elected 31 December 2020
Sun Minghui Director Elected 31 December 2020
Zhao Zhongliang Director Elected 31 December 2020
Chairman of the
Dai Xianhua Left 31 December 2020 Job change
Supervisory Committee
Chairman of the
Li Lian Elected 31 December 2020
Supervisory Committee
Tang Xiaoping Secretary of the Board Appointed 31 December 2020 Post change
Luo Yi Secretary of the Board Appointed 31 December 2020
54
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
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 Municipal and Chief Accountant of
Shenzhen Investment Holdings Co., Ltd. Now he acts as the vice GM and the member of CPC of Shenzhen
Investment Holdings Co., Ltd., the Chairman of the Board, secretary of CPC of the Company.
2. Tang Xiaoping: he ever act as CFO and finance minister of Shenzhen HRD Assets Management Company,
minister of Financial Operations Management Department of Shenzhen Foreign Labor Service Co., Ltd. and
executive director of Shenzhen Foreign Affairs Service Center, Manager of Financing Plan Department, deputy
GM of the Company and secretary of the Board of the Company. He is currently the director, GM and deputy
secretary of the CPC of the Company.
3. Deng Kangcheng: he was once deputy director, director of the Office of Shenzhen Investment Holdings Co.,
Ltd., and supervisor of the Company. And now he acts as the director and Vice Secretary of CPC of the Company.
4. Zhao Zhongliang: former director and CFO of Shenzhen Rosso Pharmaceutical Co., Ltd., member of the
president team and CFO of Sichuan Lisen Building Materials Group Co., Ltd., supervisor of Ningbo Haiyue New
Materials Co., Ltd., director and CFO of Shenzhen Investment Control Property Management Co., Ltd., director
and CFO of Shenzhen Shentou Education Co., Ltd.; currently serves as Director and CFO of the Company.
5. Wen Li: she once worked as the vice chief of the Investment and Development Department, vice director of
Management Center for Construction Project and Minister 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 the director of the Company.
6. Sun Minghui: Former the senior director of the Finance Department and the Office of the Board of Directors of
Shenzhen Investment Holdings Co., Ltd., and the deputy director of the Finance Department (Settlement Center);
currently, he is the director of the Finance Department (Settlement Center) of Shenzhen Investment Holdings Co.,
Ltd. and a director of the Company.
7. 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. Chief Lawyer, senior partner of Guangdong New
Century Law Firm (now renamed Guangdong Wancheng Law Firm). Now he serves as a senior partner of Beijing
Weiheng (Shenzhen) Law Firm and the independent director of the Company.
8. He Zuowen: formerly associate professor of accounting and director of teaching and research section of
Changsha University of Science & Technology, partner and deputy director of Shenzhen Huapeng Certified
Public Accountants, partner of BDO Certified Public Accountants; currently partner of Dahua Certified Public
Accountants (Special General Partnership), Secretary of CPC General Branch of Shenzhen Branch, Chairman of
Shenzhen Tianye Tax Agent Co., Ltd., and also served as the independent director of Shenzhen JPT
Opto-Electronics Co., Ltd., Shenzhen Textile (Group) Co., Ltd., Shenzhen Bioeasy Biotechnology Co., Ltd.,
Shenzhen Tongyi Industry Co., Ltd. and the Company. The main social positions are: judge of the Guangdong
Provincial Senior Accountant Review Committee, member of the Shenzhen Municipal Social Organization
Disciplinary Inspection Committee of the Communist Party of China, deputy secretary and secretary of the
Disciplinary Committee of Shenzhen CPA Industry Committee, and director of Shenzhen Certified Tax Agents
Association.
9. Mi Xuming: Former lecturer at Shenzhen University, postdoctor of post-doctoral mobile station for applied
economics of School of Economics of Xiamen University, visiting scholar at the University of Exeter; currently
55
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
associate professor and master tutor of Shenzhen University, and at the same time as the independent directors of
ChinaLin Securities Co., Ltd., Shenzhen Farben Information Technology Co., Ltd. and the Company.
10. Li Lian: Former Deputy Director and Deputy Secretary of the Party Branch of Shenzhen Foreign Economic
and Trade Service Center, Secretary of the Disciplinary Committee and Chairman of the Supervisory Committee
of Shenzhen Shentou Education Co., Ltd.; currently Chairman of the Supervisory Committee and Secretary of the
Disciplinary Committee of the Company.
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. and the supervisor of the Company.
12. Li Yufei: she ever worked as the Assistant to the Manager of the Investment Department and Assistant to the
Manager & Vice Manager of Assets Management Centre as well as the Senior Management Staff of Enterprise
Department I and Enterprise Department II (Journal Center) in Shenzhen Investment Holdings Co., Ltd. Now, she
serves as the deputy director of Discipline Inspection Office in Shenzhen Investment Holdings Co., Ltd. and the
supervisor of the Company.
13. Feng Hongwei: he once was the Vice Chief of the Board Secretariat, and the Securities Representative. Now
he acts as the supervisor and minister of Audit Department of the Company.
14. Lin Jun: She once was the Vice Chief and Chief of the Party-Mass Work Department. And she has been acting
as a supervisor of the Company, the Vice Discipline Inspection Secretary and Director of Discipline Inspection
and Supervision Office (Office of the Board of Supervisors).
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
now serves as the Vice GM of the Company.
16. Zhang Hongwei: once served as GM of Shenzhen Urban Construction Investment Development Co., Ltd.,
Hefei Ruifa Urban Construction Investment Development Co., Ltd., manager of the Company's Development
Department, Sales Department, Project II Department, Project Management Department; currently deputy GM of
the Company, manager of Dongle Project, GM of Longgang Development Company.
17. Luo Yi: He was once the Vice GM, Deputy Director of Board Secretariat and Securities Representative in the
Shantou branch of the Company. And he now serves as the Board Secretary and Director of the Board Secretariat
in the Company.
Offices held concurrently in shareholding entities:
√Applicable □Not applicable
Remuneration or
Office held in the shareholding End of allowance from
Name Shareholding entity Start of tenure
entity tenure the shareholding
entity
Liu Shenzhen Investment
Vice GM, member of CPC 9 January 2017 Yes
Zhengyu Holdings Co., Ltd
Sun Shenzhen Investment Chief of Financial Department
11 November 2020 Yes
Minghui Holdings Co., Ltd (Settlement Center)
Shenzhen Investment Vice minister of Audit
Ren Wei 18 September 2017 Yes
Holdings Co., Ltd Department
Shenzhen Investment Deputy Director of Discipline
Li Yufei 9 July 2015 Yes
Holdings Co., Ltd Inspection Office
Offices held concurrently in other entities:
56
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
√Applicable □Not applicable
Remunerati
Office held on or
Name Other entity in the Start of tenure End of tenure allowance
entity from the
entity
Liu Shenzhen Urban Transport Planning
Director 17 October 2017 17 December 2019 No
Zhengyu Center Co.., Ltd.
Liu Telling Telecommunication Holding
Director 2 March 2017 23 April 2020 No
Zhengyu Co., Ltd.
Liu China's State Owned Capital Venture
Director 16 August 2016 No
Zhengyu Capital Fund
Liu
Kashi Shenzhen City Co., Ltd. Director 8 October 2013 No
Zhengyu
Non-execut
ive
Liu Shenzhen Investment Holdings Bay director,
14 March 2018 No
Zhengyu Area Development Co., Ltd. Chairman
of the
Board
Shenzhen Investment International
Liu
Capital Holdings Infrastructure Co., Director 18 December 2017 No
Zhengyu
Ltd.
Liu Shenzhen Investment International
Director 9 September 2016 No
Zhengyu Capital Holdings Co., Ltd.
Liu December 12,
Tsinghua Tri Shenzhen Co., Ltd. Director No
Zhengyu 2019
Liu SIHC Hong Kong Investment Holdings
Director March 11, 2019 No
Zhengyu Limited
Liu Research Institute of Tsinghua Member of
April 10, 2018 No
Zhengyu University in Shenzhen a council
Deng
Shenzhen Leaguer Co., Ltd. Director June 15, 2020 No
Kangcheng
Director,
GM and
Shenzhen Bay Technology
Wen Li Vice December 1, 2016 Yes
Development Co., Ltd.
Secretary
of CPC
Sun Meizhou Shenmei Friendship Building
Director January 13, 2014 June 18, 2020 No
Minghui Co., Ltd.
Sun China Nanshan Development (Group)
Supervisor October 17, 2017 No
Minghui Co., Ltd.
Sun Shenzhen Highway Passenger
Supervisor June 16, 2017 No
Minghui Transportation Service Centre Co., Ltd.
57
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Sun China Science And Technology
Supervisor June 27, 2017 No
Minghui Development Co., Ltd.
Sun ULTRARICH INTERNATIONAL November 11,
Director No
Minghui LIMITED 2020
Sun China Southern Fund Management Co., November 11,
Supervisor No
Minghui Ltd. 2020
Sun Hubei SIHC Investment Development November 11,
Director No
Minghui Co., Ltd. 2020
Sun
Shenzhen Textile (Holdings) Co., Ltd. Director February 10, 2021 No
Minghui
Shenzhen Construction & Installation
Ren Wei Supervisor October 22, 2017 July 8, 2020 No
(Group) Co., Ltd.
Shenzhen Sungang China Resources
Ren Wei Supervisor October 17, 2017 No
Land Development Co., Ltd.
November 19,
Li Yufei Shenzhen Dapengwan Huaqiao Tomb Director No
2015
Shenzhen Sports Center Operation December 22,
Li Yufei Supervisor June 18, 2020 No
Management Co., Ltd. 2015
Kang Senior
Beijing Weiheng (Shenzhen) Law Firm December 2, 2019 Yes
Xiaoyue partner
He Dahua Certified Public Accountants
Partner December 1, 2002 Yes
Zuowen (Special General Partnership)
Chairman
He
Shenzhen Tianye Tax Agency Co., Ltd. of the December 1, 2008 Yes
Zuowen
Board
He Shenzhen JPT Opto-Electronics Co., Independen
June 1, 2017 Yes
Zuowen Ltd. t director
He Independen
Shenzhen Textile (Holdings) Co., Ltd. July 19, 2017 Yes
Zuowen t director
He Shenzhen Bioeasy Biotechnology Co., Independen
October 1, 2017 Yes
Zuowen Ltd. t director
He Independen
Shenzhen Tongyi Industry Co., Ltd. October 11, 2018 Yes
Zuowen t director
Associate
Mi professor
Shenzhen University December 1, 2009 Yes
Xuming and master
tutor
Mi Independen
ChinaLin Securities Co., Ltd. April 10, 2017 Yes
Xuming t director
Mi Shenzhen Farben Information Independen
January 29, 2021 Yes
Xuming Technology Co., Ltd. t director
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
58
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
IV Remuneration of Directors, Supervisors and Senior Management
Decision-making procedure, determination basis and actual payments of remuneration for directors, supervisors and
senior management:
1. The remuneration of the Company's directors, supervisors and senior managers shall be determined and implemented in
accordance with the regulations of the Company's remuneration management system.
2. After the review and approval at the 2013 Annual General Meeting of Shareholders held on April 23, 2014, the
allowance for independent directors has been adjusted to RMB7000 (tax included) per person per month since May 2014,
and independent directors will not receive any remuneration other than it from the Company.
3. He Zuowen, an independent director, also receives the allowance of independent director in Shenzhen Textile (Group)
Co., Ltd. Shenzhen textile (Group) Co., Ltd and the Company are under the control of the same dominant shareholder and
are related parties of the Company.
Remuneration of directors, supervisors and senior management for the Reporting Period
Unit: RMB’0,000
Total before-tax Any
Incumbent/For remuneration remuneration
Name Office title Gender Age
mer from the from related
Company party
Chairman of the
Liu Zhengyu Male 51 Incumbent Yes
Board
Director and
Tang Xiaoping Male 51 Incumbent 115.02 No
GM
Deng
Director Male 55 Incumbent 117.32 No
Kangcheng
Zhao Director and
Male 51 Incumbent Yes
Zhongliang CFO
Wen Li Director Female 52 Incumbent Yes
Sun Minghui Director Male 40 Incumbent Yes
Independent
Kang Xiaoyue Male 57 Incumbent 8.4 No
director
Independent
He Zuowen Male 59 Incumbent 4.2 Yes
director
Independent
Mi Xuming Male 46 Incumbent 4.2 No
director
Chairman of the
Li Lian Supervisory Female 54 Incumbent Yes
Committee
Ren Wei Supervisor Male 41 Incumbent Yes
Li Yufei Supervisor Female 43 Incumbent Yes
Feng Hongwei Supervisor Male 50 Incumbent 63.93 No
Lin Jun Supervisor Female 52 Incumbent 63.93 No
Wei Hanping Vice GM Female 55 Incumbent 117.32 No
Zhang Hongwei Vice GM Male 55 Incumbent 80.3 No
59
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Secretary of the
Luo Yi Male 47 Incumbent 60.44 No
Board
Chairman of the
Zhou Jianguo Male 66 Former 59.44 No
Board
Chairman of the
Zhuang Quan Supervisory Male 66 Former 46.5 No
Committee
General
Chen
Manager and Male 57 Former 89.4 Yes
Maozheng
Director
Independent
Song Botong Male 53 Former No
director
Independent
Zhang Shunwen Male 55 Former 4.2 No
director
Director and
Zhang Lei Male 53 Former Yes
CFO
Jiang Lihua Director Female 57 Former Yes
Chairman of the
Dai Xianhua Supervisory Male 59 Former Yes
Committee
Total -- -- -- -- 834.6 --
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
100
parent
Number of in-service employees of major subsidiaries 1,568
Total number of in-service employees 1,668
Total number of paid employees in the Reporting Period 1,665
Number of retirees to whom the Company as the parent or
0
its major subsidiaries need to pay retirement pensions
Functions
Function Employees
Production 1,053
Sales 78
Technical 412
Financial 51
Administrative 74
Total 1,668
Educational backgrounds
60
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Educational background Employees
Doctors 1
Masters 21
Bachelors 169
College graduates 245
Technical secondary school graduates 100
High school graduates and below 1,132
Total 1,668
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
61
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Part X Corporate Governance
I Basic Situation of Corporate Governance
In accordance with the requirements of the Company Law, the Securities Law, the Code on the Governance of
Listed Companies and other laws and regulations, the Company has been improving its governance structure
continuously, adhering to standardized operation, and an operational mechanism featuring decision-making by the
board of directors, execution by the management team, and supervision by the board of supervisors has been
formed.
During the reporting period, the Company's governance institutions at all levels have carried out their
responsibilities and authorities clearly and definitely and have performed their own functions. At the same time,
they have checked and balanced each other in decision-making, implementation and supervision effectively, and
have operated in a coordinated manner.
(1) Operation of the general meeting of shareholders
The preparation, holding of the annual and extraordinary general meetings of shareholders of the Company as
well as disclosure of the resolutions made at the meetings have been carried out in strict accordance with the
Company Law, the Rules of the General Meeting of Shareholders of Listed Companies of China Securities
Regulatory Commission (CSRC), the Articles of Association and the Rules of Procedure of the General Meeting
of Shareholders of the Company. The notification time of the meeting, the procedure of authorization, the
procedure of convening, the convener, the qualification of the personnel attending the meeting and the voting
procedure of the meeting have all been in line with relevant provisions. An on-site interaction for shareholders has
been set at the shareholders' meeting to ensure that the shareholders, especially the small and medium-sized
shareholders, can exercise their legitimate rights.
(2) Operation of the board of directors
The preparation and holding of the board meeting of the Company and the disclosure of the resolution made at the
meeting have been carried out in strict accordance with the Company Law, the Guidelines for Standardized
Operation of Listed Companies of Shenzhen Stock Exchange, the Articles of Association and the Rules of
Procedure of the Board Meeting of the Company. The number and manning of the board of directors have met the
requirements of laws and regulations. The directors have worked diligently and responsibly, and the board of
directors has worked hard in making decisions and setting the direction for the Company, and has exercised its
power in accordance with the requirements for corporate governance.
(3) Operation of the supervisory committee
The number and manning of the board of supervisors have met the requirements of laws and regulations. All
members of the board of supervisors of the Company have performed their duties diligently and conscientiously.
They have supervised and inspected the important matters of the Company in strict accordance with the Company
Law, the Guidelines for the Standardized Operation of Listed Companies of Shenzhen Stock Exchange, the
Articles of Association and the Rules of Procedure of the Board of Supervisors of the Company, exercised the
power of supervision effectively, gave a full play to the supervisory function, have played a substantial role in the
operation and management of the Company, and have protected the legitimate rights and interests of the Company
and the shareholders.
(4) Operation at manager level
62
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
The manager level of the Company has performed its duties in strict accordance with the Company Law, the
Guidelines for the Standardized Operation of Listed Companies of Shenzhen Stock Exchange, the Articles of
Association and the Detailed Working Rules for the General Manager of the Company. The manager level is
responsible for the production, operation and management of the Company all-roundly. They have performed
their duties diligently and conscientiously, and have carried out the decisions of the board of directors effectively.
The members at the manager level have had a clear division of labor among them, they have worked diligently
and conscientiously, and there has not existed any situation of "control under insiders ".
Indicate by tick market whether there is any material incompliance with 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 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
Investo
r
Date of the Index to disclosed
Meeting Type particip Disclosure date
meeting information
ation
ratio
Extraordinary Announcement on
The 1st Extraordinary
General 63.59% 15 January 2020 16 January 2020 Resolutions of the 1st
General Meeting of 2020
Meeting Extraordinary General
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Meeting of 2020 disclosed
on www.cninfo.com.cn.
Announcement on
Annual Resolutions of 2019
The 2019 Annual General
General 63.60% 29 April 2020 30 April 2020 Annual General Meeting
Meeting
Meeting disclosed on
www.cninfo.com.cn.
Announcement on
Extraordinary Resolutions of the 2nd
The 2nd Extraordinary
General 63.59% 30 June 2020 1 July 2020 Extraordinary General
General Meeting of 2020
Meeting Meeting of 2020 disclosed
on www.cninfo.com.cn.
Announcement on
Extraordinary Resolutions of the 3rd
The 3rd Extraordinary 31 December
General 63.56% 4 January 2021 Extraordinary General
General Meeting of 2020 2020
Meeting Meeting of 2020 disclosed
on www.cninfo.com.cn.
2. Special General Meetings Convened at the Request of Preferred Shareholders with Resumed Voting
Rights
□ Applicable √Not applicable
V Performance 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
The
Total number independent
Board Board
of board Board director
Board meetings meetings the
meetings the meetings failed to General
Independent meetings attended by independent
independent attended attend two meetings
director attended on way of director
director was through a consecutive attended
site telecommuni failed to
eligible to proxy board
cation attend
attend meetings
(yes/no)
Song Botong 4 4 0 0 0 No 3
Zhang Shunwen 4 4 0 0 0 No 1
Kang Xiaoyue 11 7 4 0 0 No 4
He Zuowen 7 3 4 0 0 No 1
Mi Xuming 7 3 4 0 0 No 1
Why any independent director failed to attend two consecutive board meetings:
Not applicable
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
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:
In reviewing major matters concerning production and operation decision-making, nomination of directors, and
appointment of senior managers, the independent directors of the Company have obtained the actual situation
through on-site investigation, inquiry to relevant personnel and search for and access to information, made
prudent judgments by using their own professional knowledge, and expressed independent, objective and
impartial opinions, which are not affected by the Company's dominant shareholders, actual controllers or other
institutions and individuals who have any interest in the Company.
VI Performance of Duty by Specialized Committees under the Board in the Reporting Period
The board of directors of the Company has a strategy committee, an audit committee, a nomination committee and
a salary and assessment committee set under it. During the reporting period, the special committees have carried
out their work actively and efficiently, which has effectively promoted the standardized operation and scientific
decision-making of the board of directors.
1. Performance of the Strategic Committee of the Board of Directors
The strategy committee of the board of directors of the Company focuses on the development status and the trend
of the industry, and studies the Company's long-term development strategy and major investment decisions.
2. Performance of the Audit Committee of the Board of Directors
The Audit Committee of the Board of Directors 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, Renewal of CPAs Firm, Auditing 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 Reporting Period, the Audit Committee of the
Board of Directors has convened four meetings, reviewed the Company’s financial statements and the auditing
result issued by the annual auditor of the Company, as well as issued their opinions after the review, and remarked
for the Annual Financial Report, Provisions for Asset Impairment and Renewal of CPAs Firm.
3. Performance of the Remuneration and Appraisal Committee of the Board of Directors
During the reporting period, the remuneration and assessment committee of the board of directors has held
meetings to review the remuneration of directors, supervisors and senior managers disclosed in the 2019 Annual
Report carefully so as to ensure that the information disclosed is true, accurate and complete.
4. Performance of the Nomination Committee of the Board of Directors
During the reporting period, the nomination committee of the board of directors of the Company has held four
meetings to review the candidates of independent directors, non-independent directors and senior managers.
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
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 Management
The Company's board of directors assesses, evaluates and employs management teams. The Company’s chairman
and general manager implement the annual 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
20 March 2021
self-evaluation report
Index to the disclosed internal control
2020 Internal Control Self-Evaluation Report on www.cninfo.com.cn
self-evaluation report
Evaluated entities’ combined assets as
86.88%
% of consolidated total assets
Evaluated entities’ combined operating
revenue as % of consolidated 100.00%
operating revenue
Identification standards for internal control weaknesses
Weaknesses in internal control over financial Weaknesses in internal control not related to
Type
reporting financial reporting
The Company in line with the actual situation, when The criterion of quality of the recognition of
the follows events or indications happen, which defects of internal control in the non-financial
means there probably existing serious or important statements mainly were order of severity of defect
defects in the financial report; (1) the directors, involving business nature, the direct or potential
Nature
supervisors and senior executives were fraud. (2) negative influence nature and the influence scope
standard
Certified Public Accountant find that there is a and other factors. If the follows events or
significant error in the financial report, however, the indicators occur, there may be serious or important
internal control did not discover it when conducting defects of internal control in the non-financial
internal control; (3) The Audit Committee under the statements:(1) Lack democratic decision-making
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2020
Board and Internal Audit Service's supervision to process, if lack significant problem
the internal control is invalid. (4) The accounting decision-making, important appointment and
personnel were without necessary qualities to dismissal of cadres, significant project investment
complete the preparation of financial statements. decision-making; usage of large capital (three
important, one large); (2) Unscientific
decision-making process, such as the major
decision-making errors, has caused a serious
property loss to the company; (3) Seriously
violating state laws and regulations; (4) Loss of
key management personnel or important talent; (5)
Negative news media appear frequently and widely
spread; (6) The results of the internal control
evaluation especially large or significant defects
have not been corrected. (7) Important business
systems lack control rules, or systemic failure.
Serious defects: the defects, or defect group may
lead to the financial results misstatement or
potential losses >3% of net assets; important The criterion of quantity of the recognition of
defects: 1% of net assets
