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深深房B:2021年年度报告(英文版)(更新后)2022-03-18  

                        ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.   Annual Report 2021




   SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE &
            PROPERTIES (GROUP) CO., LTD.

                                     ANNUAL REPORT 2021

                                                    2022-006




                                                 March 2022



                                                           1
 ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.   Annual Report 2021




         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, Wang Jianfei, 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 information disclosure requirements for the real estate
industry in the Disciplinary and Regulatory Guideline No. 3 of the Shenzhen Stock Exchange
for Listed Companies—Industry-specific Information Disclosure.
Risks facing the Company have been explained in detail in “XI Prospects” in “Part III
Management 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, a cash dividend of RMB0.88 (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.




                                                            2
  ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                               Annual Report 2021




                                                     Table of Contents




Part I Important Notes, Table of Contents and Definitions ........................................................... 2

Part II Corporate Information and Key Financial Information ................................................... 6

Part III Management Discussion and Analysis ............................................................................. 11

Part IV Corporate Governance ...................................................................................................... 41

Part V Environmental and Social Responsibility .......................................................................... 66

Part VI Significant Events ............................................................................................................... 68

Part VII Share Changes and Shareholder Information ............................................................... 77

Part VIII Preferred Shares .............................................................................................................. 84

Part IX Bonds ................................................................................................................................... 85

Part X Financial Statements ........................................................................................................... 86




                                                                         3
 ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.     Annual Report 2021




                             Documents Available for Reference


1. The financial statements with the personal signatures and stamps of the Company’s legal
representative, Chief Financial Officer and head of the financial department;
2. The original of the Auditor’s Report with the stamp of the CPA firm, as well as the personal
signatures and stamps of the CPAs; and
3. The originals of all the documents and announcements disclosed by the Company on Securities
Times, China Securities Journal and Ta Kung Pao during the Reporting Period.




                                                            4
  ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                   Annual Report 2021




                                                       Definitions


                        Term                                                           Definition

                                                    The State-owned Assets Supervision and Administration Commission of the
“Shenzhen SASAC” or the “Municipal SASAC”
                                                    People’s Government of Shenzhen Municipal

SIHC                                                Shenzhen Investment Holdings Co., Ltd.

                                                    ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
The “Company”, the “Group”, “SPG” or “we”
                                                    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.

Jianbang Group                                      Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd.

Chuanqi Real Estate Development                     Shenzhen SPG Chuanqi Real Estate Development Co., Ltd.




                                                                 5
  ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                    Annual Report 2021




          Part II Corporate Information and Key Financial Information

I Corporate Information

Stock name                         SPG, SPG-B                             Stock code                  000029, 200029

Stock     exchange   for   stock
                                   Shenzhen Stock Exchange
listing

Company name in Chinese            深圳经济特区房地产(集团)股份有限公司

Abbr.                              深房集团

Company name in English (if
                                   ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
any)

Abbr. (if any)                     SPG

Legal representative               Liu Zhengyu

Registered address                 45/F-48/F, SPG Plaza, Renmin South Road, Luohu District, Shenzhen, Guangdong, P.R.China

Zip code                           518001

Changes of the registered
                                   N/A
address

Office address                     47/F, SPG Plaza, Renmin South Road, Luohu District, Shenzhen, Guangdong, P.R.China

Zip code                           518001

Company website                    http://www.sfjt.com.cn

Email address                      spg@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                                        Luohu District, Shenzhen, Guangdong, Luohu District, Shenzhen, Guangdong,
                                               P.R.China                            P.R.China
Tel.                                           (86 755)25108897                       (86 755)25108837

Fax                                            (86 755)82294024                       (86 755)82294024

Email address                                  spg@163.net                              spg@163.net


III Media for Information Disclosure and Place where this Report Is Lodged

Stock exchange website where this Report is disclosed Shenzhen Stock Exchange (http://www.szse.cn/)



                                                                    6
  ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                  Annual Report 2021


                                                     Domestic: Securities Times, China Securities Journal, and
Newspaper and website where this Report is disclosed http://www.cninfo.com.cn
                                                           Overseas: Ta Kung Pao (HK)
                                                           47/F, SPG Plaza, 3005 Renmin South Road, Luohu District, Shenzhen,
Place where this Report is lodged
                                                           Guangdong, P.R.China


IV Change to Company Registered Information

Unified social credit code                     91440300192179585N (unified social credit code)

Change to principal          activity of the
                                               No change
Company since going public (if any)

                                        On 24 March 1999, the controlling shareholder was changed from Shenzhen
Every change of controlling shareholder Investment Management Co., Ltd. to Shenzhen Construction Investment Holdings Co.,
since incorporation (if any)            Ltd. And on 14 February 2006, it was changed to Shenzhen Investment Holdings Co.,
                                        Ltd.


V Other Information

The independent audit firm hired by the Company:

Name                                  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

                                                                                         2021-over-2020
                                                 2021                    2020                                       2019
                                                                                            change (%)

Operating revenue (RMB)                    1,320,790,648.45         1,615,009,713.88               -18.22%       2,548,740,319.49

Net profit attributable to the listed          220,836,309.93           290,229,772.23             -23.91%        552,452,307.59
company’s shareholders (RMB)

Net profit attributable to the listed          208,306,710.37           253,595,334.11             -17.86%        524,204,812.66
company’s       shareholders     before
exceptional gains and losses (RMB)

Net cash generated from/used in            -1,205,952,107.94            285,164,013.17            -522.90%        603,607,724.75



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  ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                           Annual Report 2021


operating activities (RMB)

Basic earnings per share (RMB/share)                        0.2183                   0.2869                 -23.91%                  0.5461

Diluted        earnings        per     share                0.2183                   0.2869                 -23.91%                  0.5461
(RMB/share)

Weighted average return on equity                           5.72%                     7.81%                  -2.09%                  15.90%
(%)

                                                                                                 Change of 31
                                                                                              December 2021 over
                                                31 December 2021     31 December 2020                                  31 December 2019
                                                                                              31 December 2020
                                                                                                      (%)

Total assets (RMB)                                6,182,498,050.43       4,936,916,746.74                   25.23%        4,909,669,536.09

Equity attributable       to     the   listed     3,938,260,291.97       3,797,512,488.22                    3.71%        3,666,874,569.99
company’s shareholders (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
                                                 2021                     2020                 Ending amount           Beginning amount

Under CAS                                       220,836,309.93               290,229,772.23      3,938,260,291.97         3,797,512,488.22

Adjusted as per IFRS

Under IFRS                                      220,836,309.93               290,229,772.23      3,938,260,291.97         3,797,512,488.22




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  ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                       Annual Report 2021


2. Net Profit and Equity under CAS and Foreign Accounting Standards

□ Applicable √ Not applicable

No difference for the Reporting Period.


3. Reasons for Accounting Data Differences Above

□ Applicable √ Not applicable


VIII Key Financial Information by Quarter

                                                                                                                              Unit: RMB

                                                     Q1                     Q2                    Q3                     Q4

Operating revenue                               415,282,352.53            279,315,865.94        272,065,605.11         354,126,824.87

Net profit attributable to the listed
                                                    88,040,167.60          44,406,954.54         29,640,906.70          58,748,281.09
company’s shareholders

Net profit attributable to the listed
company’s      shareholders    before              87,395,877.39           44,042,111.19        29,576,289.10          47,292,432.69
exceptional gains and losses

Net cash generated from/used in
                                                303,456,191.73            -588,996,943.19       -978,555,623.09         58,144,266.61
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                                2021                  2020              2019                 Note

Gain or loss on disposal of non-current
assets (inclusive of impairment allowance                    -13,451.61            11,429.23
write-offs)

Government subsidies charged to current
profit or loss (exclusive of government
subsidies      consistently    given     in   the
                                                           1,669,479.40          3,370,769.21      1,168,127.90
Company’s ordinary course of business at
fixed quotas or amounts as per government
policies or standards)

Gain or loss on assets entrusted to other                 13,024,710.91       15,217,058.60       31,425,651.98 Purchase of currency



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  ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                  Annual Report 2021


entities for investment or management                                                                       fund

Reversed portions of impairment allowances
for receivables which are tested individually            482,790.04
for impairment

Non-operating income and expense other
                                                       1,542,604.01        29,009,657.60     1,118,861.69
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                               4,176,533.19        12,211,479.38     9,415,831.64

Total                                                12,529,599.56         36,634,438.12    28,247,494.93            --

Details of other gains and losses that meet the definition of exceptional gain/loss:

□ Applicable √ Not applicable

No such cases for the Reporting Period.

Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item listed in the Explanatory Announcement No.

1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gain/Loss Items:

□ Applicable √ Not applicable

No such cases for the Reporting Period.




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                               Annual Report 2021




                             Part III Management Discussion and Analysis

I Industry Overview for the Reporting Period

The Company is subject to the information disclosure requirements for the real estate industry in the Disciplinary and Regulatory
Guideline No. 3 of the Shenzhen Stock Exchange for Listed Companies—Industry-specific Information Disclosure.

In order to achieve the central government's target of stabilizing land and housing prices as well as market
expectations, real estate regulators have successfully implemented a series of policies, including "three red lines",
real estate loan concentration management mechanism in 2020 and "concentrated supply of land" in 2021. These
policies resulted in a significant difference between different districts in the same city and an overall stable and
slow trend in nationwide real estate market.

II Principal Activity of the Company in the Reporting Period

The Company is subject to the information disclosure requirements for the real estate industry in the Disciplinary and Regulatory
Guideline No. 3 of the Shenzhen Stock Exchange for Listed Companies—Industry-specific Information Disclosure.

The Company primarily develops residential properties, with its available-for-sale projects mainly located in
Shenzhen and Shantou during the Reporting Period. Meanwhile, two new projects have been launched, one in
Huizhou, which is close to Shenzhen, and another in Guangming District, Shenzhen. In Shenzhen, the Chuanqi
Donghu Mingyuan project and the Cuilinyuan project both completed construction and have started the hand-over
and move-in process, with some remnant units still available for sale. In Shantou, the Tianyuewan project
completed construction in June 2021, with Phase I around 80% sold cumulatively and Phase II around 20%. In
mid May 2021, the Company completed the acquisition of a controlling stake in the Linxinyuan project (located in
Huizhou, close to Shenzhen), which resumed construction in late June 2021 and has kicked off pre-sale for Phase
I in mid December 2021. Additionally, the Company won the bid for the right to use the state-owned Land Lot No.
A511-0039 in Guangming District, Shenzhen in late September 2021, with construction kicking off in mid
January 2022.


New additions to the land bank:

                                                                                                                         Consideratio
                                                              Floor area                      The          Total land      n of the
Name of land                     Planned use                                How the land
                   Location                    Site area(㎡) with plot                   Company’s        price       Company’s
lot or project                     of land                                   is obtained
                                                             ratio (㎡)                   interest     (RMB’0,000)      interest
                                                                                                                         (RMB’0,000)

                 Changbu
Linxinyuan       Village,
(previously      Xinxu Town, Commercial
the              Huiyang        and            198,676.60    397,353.20     Acquisition        51.00%           60,667         45,000
“Linxijun”     District,      residential
project)         Huizhou
                 City,


                                                                  11
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                                        Annual Report 2021


                  Guangdong
                  Province

                  Southeast
                  corner of the
                  junction of
                  Mingzheng
                                   Commercial
                  Road and
SPG                                and                                                     Bidding at an
                  Deya Road,                             10,721.07       53,605.00                                  100.00%                96,500
Guangmingli                        residential,                                            auction
                  Guangming
                                   type 2
                  Street,
                  Guangming
                  District,
                  Shenzhen

Cumulative land bank:

                                                                                                                                   Floor area available for
      Name of project/area                      Site area(0,000 ㎡)                 Floor area(0,000 ㎡)
                                                                                                                                 development(0,000 ㎡)

Xinfeng Building in Shantou              0.59                                  2.66                                         2.66

Linxinyuan Phase II                      2.57                                  7.72                                         7.72

Linxinyuan Phase III                     4.31                                  9.57                                         9.57

Linxinyuan Phase IV                      3.23                                  6.45                                         6.45

SPG Guangmingli                          1.07                                  5.36                                         5.36

              Total                      11.77                                 31.76                                        31.76

Development status of major projects:

                                                                 Time                                      Planned       Floor
                                                                                                                                   Cumulat Expecte Cumulat
                                                                  for                                       floor         area
                                                  The                                                                                  ively   d total    ive
                                                             commen       %          %                      area     complet
City/reg Name of Locatio                        Compan                                         Site area                           complet investm investm
                                   Status                    cement develop construc                        with     ed in the
    ion   project           n                     y’s                                         (㎡)                              ed floor      ent      ent
                                                                  of      ed         ted                     plot    Current
                                                interest                                                                               area    (RMB’0 (RMB’0
                                                             construc                                       ratio        Period
                                                                                                                                    (㎡)      ,000)    ,000)
                                                                 tion                                      (㎡) (㎡)

          Tianyue Chaoya                                     1
                                  Complet        100.00                             100.00
Shantou wan           ng                                     October 100%                      33,362      127,770 127,770 127,770              65,485   64,597
                                  ed                     %                                 %
          Phase II District                                  2018

                                  Framew
          Linxiny
                                  ork in                     11 June
Huizhou uan           Huiyang                    51.00%                 77%     77.00% 64,278              159,761 0               0           115,750   89,044
                                  construc                   2021
          Phase I
                                  tion

          SPG         Guangm Foundat                         19
Shenzhe                                          100.00
          Guangm ing              ion pit                    January -                         10,721      53,605    -             -           151,758   99,395
n                                                        %
          ingli       District being                         2022


                                                                               12
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                                 Annual Report 2021


                                     built

Sales status of major projects:

                                                                                                              Pre-sale/                          Pre-sale/
                                                                                                    Floor
                                                                                      Cumulati                  sales                  Floor       sales
                                                                                                       area
                                                                           Floor        vely                  revenue Cumulati         area      revenue
                                                    The        Floor                              pre-sold/
                                                                            area      pre-sold/               generate      vely     settled in settled in
City/regi Name of                                 Compan area with                                 sold in
                          Location       Status                           available     sold                   in the      settled      the        the
    on         project                               y’s    plot ratio                                the
                                                                          for sale      floor                 Current       floor    Current     Current
                                                  interest   (㎡)                                Current
                                                                          (㎡)        area                   Period area (㎡)       Period      Period
                                                                                                   Period
                                                                                      (㎡)                  (RMB’0,               (㎡) (RMB’0,
                                                                                                   (㎡)
                                                                                                                000)                               000)

           Chuanqi
Shenzhe Donghu Luohu                   Ready
                                                  100.00% 55,727          32,857      32,440      7,160         48,361 30,012        14,169        70,662
n          Mingyua District            for sale
           n

Shenzhe Cuilinyu Longgan Ready
                                                  100.00% 60,111          56,137      51,969      35               161 51,969        338            1,148
n          an             g District for sale

           Tianyue
                          Chaoyan Ready
Shantou wan                                       100.00% 153,470 160,372 114,462 14,951                         7,967 92,524        15,531         8,008
                          g District for sale
           Phase I

           Tianyue
                          Chaoyan On
Shantou wan                                       100.00% 127,770 137,059 17,004                  15,829         9,174 11,517        11,517         6,159
                          g District pre-sale
           Phase II

           Linxinyu
                          Huiyang On
Huizhou an Phase                                   51.00% 159,761 159,761 844                     844            1,018
                          District     pre-sale
           I

Rental status of major projects:

                                                                    The Company’s          Rentable area           Cumulative                Average
 Name of project             Location                 Use
                                                                          interest                (㎡)        rented area (㎡) occupancy rate

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                  4752.98                           98.62%
Mansion

Petrel Building          Shenzhen              Commercial                     100.00% 22,475.47                 22,475.47                        100.00%

SPG Plaza                Shenzhen              Office building                100.00% 61015.82                  36667.96                          60.09%

SPG             Plaza Shenzhen                 Commercial
                                                                              100.00% 19886.3                   16123.49                          81.08%
Podium

Wenjin Garden            Shenzhen              Commercial                     100.00% 3,531.60                  3,531.60                         100.00%

Primary land development:

                                                                             13
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                   Annual Report 2021


□ 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 “XI Prospects” in this part of the Report.
Provision of guarantees for homebuyers on bank mortgages:
√ Applicable □ Not applicable

                                                                                           Guarantee amou
           Project                             Guarantee period                                                                   Note
                                                                                           nt (RMB’0,000)
Cuilinyuan                    Until the property ownership certificate is                                2,802.31
                              registered as collateral and handed over to bank for
                              keeping
Chuanqi Donghu                Until the property ownership certificate is                                2,924.43
Mingyuan                      registered as collateral and handed over to bank for
                              keeping
Tianyuewan                    Until the property ownership certificate is                               33,511.08
                              registered as collateral and handed over to bank for
                              keeping
Total                                                                                                   39,237.82


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

                                                                           As % of the                                        Compatibility of
                      Type of          Investment     As % of total                        Cumulative      Disinvestme
    Project                                                            peak of project                                        actual investment
                      investor      amount (RMB)        investment                           returns              nt
                                                                              funds                                              and returns

                  Director,
Linxinyuan
                  supervisor or
(previously the
                  senior               8,950,000.00          39.25%               0.90%                0.00 N/A           N/A
“Linxijun”
                  management of
project)
                  the Company


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

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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                Annual Report 2021



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 2021, the Company were granted the titles of “Socially Responsible Company” and “Honest Company” in

the real estate world of Shenzhen.


IV Core Business Analysis

1. Overview

In 2021, in the face of many challenges such as the ever-changing environment, the pandemic, the economic
downturn and the intensifying market competition, the Company’s management team conscientiously
implemented the decisions and deployment of the controlling shareholder, the CPC Committee of the Group and
the Board of Directors, led the working staff to unite as one, stay determined and focus on operation and
management, and completed all tasks in an all-round way, achieving a good start for the “14th Five-Year Plan”.
The development of the Company became more stable, more high-quality and more resilient. The main
achievements in the past year are as follows:
(I) Impressive results in major corporate events by seizing opportunities and preventing risks
1. New breakthroughs in project expansion
The Company actively promoted the expansion of main business projects. In mid-May, it successfully completed
the acquisition of Linxinyuan Project in Huizhou. On 28 September, it participated in the second-round auction of
Shenzhen’s “concentrated supply of land” for 2021 and successfully won the bid for No. A511-0039 land in
Guangming District, Shenzhen at the reserved price. Throughout the year, the new capacity development area
totaled 450,000 square meters, injecting new momentum for the Company’s sustainable development.
2. New progress in project construction
First, the Company completed the completion acceptance for Longgang Project and Shantou Tianyuewan Phase II
Project in April and June, respectively. Second, in Huizhou, the Company recovered the construction for
Linxinyuan Project at the end of June and the project was opened for sale in early December. Third, the land of
SPG Guangmingli Project was acquired at the end of September and the construction started smoothly in
mid-January 2022.
3. New achievements in real estate sales


                                                             15
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.              Annual Report 2021


In 2021, 307 units of the Company’s main business projects were sold in initial subscription, with a sales area of
38,729 square meters and a sales amount of RMB676 million, including 69 units in Shenzhen (with a sales area of
7,923 square meters and a sales amount of RMB504 million) and 238 units in Shantou (with a sales area of 30,806
square meters and a sales amount of RMB172 million).
4. New actions in quality and efficiency improvement
First, the Company successfully completed the tourism transformation of Petrel Hotel. Second, the Company
completed the signing of the equity transfer agreement for Shenzhen Property Management. Third, the Company
introduced high-end pharmaceutical, medical and medical aesthetic companies such as Shenzhen Luohu Hospital
Group, and actively made a plan for creating an SPG Plaza-centric “comprehensive health eco-economic industry
complex”. Fourth, the equity transfer of Yunnan Kunpeng Air Service Co., LTD. was listed on The Stock
Exchange of Hong Kong Limited. Fifth, steady progress was made in clearing out zombie companies and
disposing of and reducing losses.
5. New explorations for future development
First, the Company actively conducted research on its future development and formulated the Quality
Improvement Action Plan to provide action guidelines for the Company’s future development. Second, the
Company made studies and demonstrations of new industry markets, and actively sought target projects with
strategic synergies in the industry. Third, the Company enhanced communication with capital platforms in the
SASAC system to solicit support in aspects such as strategic consulting and project expansion, and explore
industry fund cooperation.
6. New guarantees for safety and stability
First, the Company thoroughly implemented safe production accountability, established sound policies of safety
management, and intensified efforts on checking and rectifying potential safety hazards, thereby maintaining
stable production safety throughout the year. Second, the Company adhered to regular pandemic prevention and
control with targeted measures, fulfilled all work requirements of the CPC Shenzhen Municipal Committee, the
Shenzhen Municipal People’s Government, the Municipal SASAC and the controlling shareholder, and saw
responsibilities were fulfilled by all the stakeholders. As a result, a steady situation of pandemic prevention and
control was guaranteed. Third, the Company coordinately focused on stability maintenance of petitioning and
public opinion monitoring to create a harmonious and stable environment for business operation and development.
(II) Gratifying achievements in business management by strengthening the foundation and making up for
deficiencies
1. Continuous improvement of corporate governance
The Company fully revised and improved policies including the Rules of Procedure of the CPC Committee and
the List of Major Business Operation and Management Matters for the CPC Committee to Study and Discuss. By
making the CPC Committee’s studies and discussions a prerequisite for the decision-making of major issues by
the Board of Directors and the management team, the Company strictly controlled its major decision-making
processes. Additionally, the Company revised/formulated 42 policies related to corporate governance and internal
management, and compiled them into a book to build a more scientific and sounder policy system, constantly
improving the level of corporate governance. It continued to promote the development of a comprehensive risk
management system and organized all units to carry out internal control self-assessment, which consolidated the
foundation for the steady development of the Company.
2. Practical effectiveness of financial management
First, the Company successfully completed the distribution of profits for 2020 and paid cash dividends to all
shareholders, achieving normal cash dividends for three consecutive fiscal years. Second, the Company attained
capital gains of more than RMB40 million through negotiated deposits, monetary funds and other means


                                                             16
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.              Annual Report 2021


throughout the year. Third, the Company thoroughly cleaned up its receivables and recovered nearly RMB20
million of overdue receivables. Fourth, the Company was active in coordination and communication. It completed
the land appreciation tax refund process for Longgang Project and received a tax refund of more than RMB70
million. Fifth, the Company overcame difficulties and completed the mortgage bank cooperation negotiations for
Linxinyuan Project in Huizhou, obtaining a mortgage of RMB800 million to provide support for project sales.
3. Breakthroughs in addressing issues left over from history
The Company actively took measures to speed up the execution of cases such as those involving Fresh Peak
Property, Sandao and Golden Times, with more than RMB1.7 million recovered. It also kept promoting the
special work of historical housing payment collection. A total of more than RMB1.5 million in arrears was
recovered throughout the year.
4. Good results in cost control
The Company continued to strictly control project development costs. It implemented full cost, whole process,
and penetration management, and paid close attention to the budget and final accounting of major projects.
Throughout the year, the Company prepared 32 budgets and the reduction rate of budget amount was 2.08%; 27
settlement audits were completed and the reduction rate of settlement amount was 5.34%.
5. Steady growth in lease business
The Company promoted lease property through multiple channels. Throughout the year, a total of 109 lease
contracts were newly signed or renewed, covering an area of 33,000 square meters; the Company’s cumulative
lease revenue reached 107.6% of the annual target, a year-on-year increase of 33%.
6. Orderly development of human resources work
The Company explored the establishment of a sound incentive/constraint mechanism, and organized employee
co-investment in Linxinyuan Project in Huizhou, so as to stimulate employees’ enthusiasm and creativity. It
actively carried out human resources management and enriched the cadre and staff teams. It also completed the
work for full coverage of special review of personnel files efficiently with quality and quantity assured in
accordance with the requirements of the Organization Department of the CPC Shenzhen Municipal Committee
and SIHC.
7. Solid progress in audit supervision
The Company actively carried out internal audit supervision. It completed the audit and assessment filing for the
capital verification based on physical inventory of Linxinyuan Project in Huizhou and Yunnan Kunpeng Air
Service Co., LTD., conducted special inspections of the capital safety management of subordinated enterprises,
and organized and coordinated the investment control audit team to complete the special audit of Tianyuewan
Project in Shantou, empowering the stable and healthy development of the Company.
(III) New momentum to the development of subordinated enterprises by stabilizing operation and
overcoming difficulties
1. Business performance
Affected by factors such as the economic downturn, industry regulation and the pandemic, the Shantou branch of
the Company, Petrel Hotel and Zhentong Engineering operated under pressure. Shenzhen Property Management
and Huazhan Construction Supervision overcame many difficulties and adverse factors, paid close attention to
operation, and achieved their annual business objectives.
2. Business management
Shenzhen Property Management successfully completed the re-certification for its management system and
carried out the special action of garbage sorting in communities. Its management level was improved to a certain
extent. Petrel Hotel standardized its operating process and organized special training such as sales and etiquette,
promoting its services to a higher level. Zhentong Engineering successfully obtained the Grade B qualification for


                                                             17
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                Annual Report 2021


curtain wall design, which created good hardware conditions for business expansion. Huazhan Construction
Supervision strengthened on-site supervision to effectively guarantee project safety and project quality. The
Shantou branch of the Company intensified efforts on project cost control, thereby effectively reducing project
costs. Jianbang Group coordinately advanced different tasks including development, construction, marketing, and
promotion, with practical results achieved.
3. Market expansion
Zhentong Engineering made great efforts to develop external markets and signed 57 projects. Petrel Hotel
introduced the internet-famous shop project and successfully leased out some properties that had been vacant for a
long time. Huazhan Construction Supervision successfully won the bid for the supervision project of the Tigo
Semiconductor Memory Industry Base.
(IV) A clean and righteous atmosphere that enables entrepreneurs to focus on business development by
working on Party building and fostering harmony
1. Solid progress in Party building
The CPC Committee of the Company created new methods to promote the provision and effectiveness of Party
history education. Party organizations at all levels in the system integrated the education of the Party history into
everyday life. Adhering to the problem-orientated concept, the Company continuously led the practice of “I do
practical things for the masses” in depth and donated property management equipment to support happy
community building. With a strict and pragmatic approach, it consolidated the development of community-level
Party organizations, normalized and institutionalized the study by the Theoretical Center Team of the CPC
Committee, and earnestly carried out all tasks of the “Five Ones” project in the education of Party members.
2. Furthering deepening of clean and honest Party conduct development
The Company fully implemented the joint deployment, implementation, inspection, and assessment of clean and
honest Party conduct development and business operation. It gave full play to the synergy of the big supervision
system, facilitated the integration of different supervision measures, focused on the main business and primary
responsibilities, and effectively ensured that all tasks in the annual list of tasks for development of clean and
honest Party conduct and anti-corruption work, as well as key points of annual supervision, were implemented.
On the occasion of the 100th anniversary of the founding of the Party, the Company enhanced honesty publicity
and education, solidly organized the discipline education and learning month, strengthened work style
development, promoted the positive energy of honesty, and created a clean and righteous atmosphere that enables
entrepreneurs to focus on business development.
3. Great vitality of corporate culture development
Throughout the year, the Company organized more than 150 football, tennis, badminton, table tennis, yoga and
other interest group and sports activities, enriching employees’ lifestyle after work. The Company successfully
held the “SPG Cup” Table Tennis Invitational Competition, and carried out the “Zouhongqiao”, “Employee
Collective Birthday Party”, visits to Linxinyuan Project in Huizhou, and other activities, creating a sound
environment where the Company builds platforms and the employees participate, enhancing corporate
cohesiveness.

2. Revenue and Cost Analysis

(1) Breakdown of Operating Revenue

                                                                                                              Unit: RMB

                                       2021                                 2020                     Change (%)


                                                             18
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                 Annual Report 2021


                                                  As % of total                                 As % of total
                           Operating revenue    operating revenue        Operating revenue    operating revenue
                                                      (%)                                           (%)

Total                        1,320,790,648.45                100%          1,615,009,713.88                 100%               -18.22%

By operating division

Property sales                876,161,088.60                66.34%         1,158,411,393.81               71.73%               -24.37%

Engineering and
                              200,259,571.16                15.16%          251,454,463.43                15.57%               -20.36%
construction

Property
                              162,526,580.18                12.31%          151,968,675.51                 9.41%                6.95%
management

Rental service                  81,791,161.56               6.19%             63,254,584.48                3.92%               29.30%

Other                           15,776,937.12               1.19%             12,215,550.30                0.76%               29.15%

Eliminated     internal
transactions         and       -15,724,690.17               -1.19%           -22,294,953.65                -1.38%              -29.47%
accounts

By product category

Residential units             875,153,000.99                66.26%         1,157,620,917.61               71.68%               -24.40%

Shops and parking
                                 1,008,087.61               0.08%               790,476.20                 0.05%               27.53%
lots

Other                         460,354,250.02                34.85%          478,893,273.72                29.65%                -3.87%

Eliminated     internal
transactions         and       -15,724,690.17               -1.19%           -22,294,953.65                -1.38%              -29.47%
accounts

By operating segment

Guangdong Province           1,308,786,001.07               99.09%         1,613,933,749.67               99.93%               -18.91%

Other      regions    in
                                27,096,812.69               2.05%             22,531,905.61                1.40%               20.26%
China

Overseas                          632,524.86                0.05%               839,012.25                 0.05%               -24.61%

Eliminated     internal
transactions         and       -15,724,690.17               -1.19%           -22,294,953.65                -1.38%              -29.47%
accounts

By marketing model

Principal operations         1,320,738,401.50             100.00%          1,625,089,117.23             100.62%                -18.73%

Other                           15,776,937.12               1.19%             12,215,550.30                0.76%               29.15%

Eliminated     internal
transactions         and       -15,724,690.17               -1.19%           -22,294,953.65                -1.38%              -29.47%
accounts



                                                                    19
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                 Annual Report 2021


(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
                        Operating                             Gross profit                           YoY change in
                                          Cost of sales                         operating revenue                         gross profit
                         revenue                                margin                               cost of sales (%)
                                                                                       (%)                                margin (%)

By operating division

Property sales        876,161,088.60      292,260,823.05             66.64%              -24.37%               -24.61%            0.11%

Engineering and
                      200,259,571.16      186,409,100.14                6.92%            -20.36%               -23.76%            4.16%
construction

Property
                      162,526,580.18      145,898,235.49             10.23%                  6.95%               4.26%            2.31%
management

By product category

Residential units     875,153,000.99      292,183,630.99             66.61%              -24.40%               -24.57%            0.08%

Shops and
                         1,008,087.61          77,192.06             92.34%              27.53%                -73.44%           29.11%
parking lots

By operating segment

Guangdong
                    1,308,786,001.07      799,028,972.30             38.95%              -18.91%                 0.00%          -24.50%
Province

By marketing model

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                   2021                     2020               Change (%)

                        Sales volume          RMB’0,000                             69,045                   38,767             78.10%

Property sales          Output                RMB’0,000                            204,708                   15,616          1,210.89%

                        Inventory             RMB’0,000                            403,220                  121,599            231.60%

Any over 30% YoY movements in the data above and why:
√ Applicable □ Not applicable
Compared with 2020, the year 2021 saw growth and breakthroughs in property development, sales and investment.




                                                                   20
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                     Annual Report 2021


(4) Execution Progress of Major Signed Sales or Purchase Contracts in the Reporting Period

□ Applicable √ Not applicable


(5) Breakdown of Cost of Sales

By operating division
                                                                                                                                   Unit: RMB

                                                          2021                                      2020
    Operating
                           Item                             As % of total cost                        As % of total cost   Change (%)
     division                             Cost of sales                             Cost of sales
                                                                 of sales (%)                              of sales (%)

Property sales                            292,260,823.05                43.86%      387,659,747.71                48.13%            -24.61%

Engineering and
                                          186,409,100.14                27.97%      244,511,214.58                30.35%            -23.76%
construction

Property
                                          145,898,235.49                21.90%      139,937,487.12                17.37%             4.26%
management

Rental service                             35,545,938.32                   5.33%     35,984,852.34                 4.47%             -1.22%

Other                                      22,151,678.03                   3.32%     11,611,768.12                 1.44%            90.77%

Eliminated
internal
                                          -15,917,413.55                   -2.39%   -14,196,621.19                -1.76%            12.12%
transactions     and
accounts

Total                                     666,348,361.48               100.00%      805,508,448.68               100.00%            -17.28%

Note:
Affected by markets and development cycles, property sales and construction both experienced a year-on-year drop.


(6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period

√ Yes □ No
See “VI Changes to the scope of consolidation” in “Part X Financial Statements”.


(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)                                                                                     58,130,053.77

Total sales to top five customers as % of total sales of the
                                                                                                                                     4.45%
Reporting Period (%)


                                                                      21
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                          Annual Report 2021


Total sales to related parties among top five customers
                                                                                                                            0.00%
as % of total sales of the Reporting Period (%)

Information about top five customers:

                                                        Sales revenue contributed for
    No.                       Customer                                                       As % of total sales revenue (%)
                                                            the Reporting Period (RMB)

1           Legal person A                                                15,319,118.77                                     1.17%

2           Legal person B                                                11,483,285.27                                     0.88%

3           Legal person C                                                11,167,029.09                                     0.86%

4           Legal person D                                                10,532,814.03                                     0.81%

5           Legal person E                                                  9,627,806.61                                    0.74%

Total                               --                                    58,130,053.77                                     4.45%

Other information about major customers:
□ Applicable √ Not applicable
Major suppliers:

Total purchases from top five suppliers (RMB)                                                                      89,911,678.31

Total purchases from top five suppliers as % of total
                                                                                                                          34.81%
purchases of the Reporting Period (%)

Total purchases from related parties among top five
suppliers as % of total purchases of the Reporting Period                                                                 12.00%
(%)

Information about top five suppliers:

                                                             Purchase in the Reporting
      No.                         Supplier                                                    As % of total purchases (%)
                                                                  Period (RMB)

1            Legal person A                                               30,985,550.60                                   12.00%

2            Legal person B                                               32,704,335.85                                   12.66%

3            Legal person C                                               10,113,649.04                                     3.92%

4            Legal person D                                                 8,196,092.74                                    3.17%

5            Legal person E                                                 7,912,050.08                                    3.06%

Total                                --                                   89,911,678.31                                   34.81%

Other information about major suppliers:
□ Applicable √ Not applicable


3. Expense

                                                                                                                        Unit: RMB

                                         2021           2020                Change (%)       Reason for any significant change

Selling expense                      42,737,748.22     55,989,397.22               -23.67%


                                                                  22
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                             Annual Report 2021


Administrative expense                 98,307,831.60           93,616,226.75          5.01%

Finance costs                          -18,083,491.01         -21,505,685.05        15.91%


4. R&D Investments

□ Applicable √ Not applicable


5. Cash Flows

                                                                                                                              Unit: RMB

                  Item                             2021                          2020                            Change (%)

Subtotal of cash generated from
                                                    1,805,846,506.24              1,783,707,997.05                              1.24%
operating activities
Subtotal     of    cash   used    in
                                                    3,011,798,614.18              1,498,543,983.88                            100.98%
operating activities

Net cash generated from/used in
                                                   -1,205,952,107.94                285,164,013.17                            522.90%
operating activities

Subtotal of cash generated from
                                                        799,855,541.48            1,019,824,221.85                             -21.57%
investing activities
Subtotal     of    cash   used    in
                                                    1,751,621,932.29                    749,215.31                      233,694.20%
investing activities

Net cash generated from/used in
                                                        -951,766,390.81           1,019,075,006.54                            -193.40%
investing activities

Subtotal of cash generated from
                                                        266,256,968.76               76,893,995.94                            246.26%
financing activities
Subtotal     of    cash   used    in
                                                        164,908,415.94              218,571,160.17                             -24.55%
financing activities

Net cash generated from/used in
                                                        101,348,552.82             -141,677,164.23                            155.44%
financing activities

Net increase in cash and cash
                                                   -2,056,810,291.67              1,161,914,166.47                            -277.02%
equivalents

Explanation of why any of the data above varies significantly:
√ Applicable □ Not applicable
Cash used in operating activities increased substantially year-on-year, primarily because property investment and development
increased.
Net cash generated from investing activities decreased primarily due to the purchase of financial products for investment purposes.
Net increase in cash and cash equivalents decreased substantially year-on-year, primarily due to investment in property project.


Reason for any big difference between the net operating cash flow and the net profit for this Reporting Period
√ Applicable □ Not applicable
There is a big difference between the net operating cash flow and the net profit for the year, primarily due to the long time span


                                                                      23
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                   Annual Report 2021


between property development, sales and revenue recognition.


V Analysis of Non-Core Businesses

□ Applicable √ Not applicable


VI Analysis of Assets and Liabilities

1. Significant Changes in Asset Composition

                                                                                                                                 Unit: RMB

                         31 December 2021                  1 January 2021              Change in
                                       As a % of                        As a % of      percentag     Reason for any significant change
                        Amount                         Amount
                                       total assets                     total assets     e (%)

                     564,358,824.63         9.13% 2,687,465,070.             54.44% -45.31%
Monetary assets                                                                                    Purchase of project stake and land
                                                                 01

Accounts               61,048,785.11        0.99% 59,590,944.06               1.21%      -0.22%
receivable

                    4,034,933,562.62       65.26% 1,220,464,112.             24.72%      40.54% New project and new addition to land
Inventories
                                                                 56                                bank

Investment           588,865,777.16         9.53% 616,365,621.53             12.48%      -2.95%
property

Long-term equity          272,168.28        0.00%       377,489.65            0.01%      -0.01%
investments

Fixed assets           23,920,424.55        0.39% 28,039,978.43               0.57%      -0.18%

Right-of-use              365,351.97        0.01%                             0.00%       0.01%
assets

Short-term             50,440,116.24        0.82% 76,893,995.94               1.56%      -0.74%
borrowings

Contract             199,965,490.08         3.23% 196,786,977.19              3.99%      -0.76%
liabilities

Lease liabilities         125,920.77        0.00%                             0.00%       0.00%

Taxes payable        600,497,936.70         9.71% 459,709,646.95              9.31%       0.40% Land value-added tax provision

                     581,377,415.64         9.40% 277,105,129.74              5.61%       3.79% Borrowing to project company from
Other payables
                                                                                                   minority shareholder

Indicate whether overseas assets account for a high proportion of total assets.
□ Applicable √ Not applicable




                                                                   24
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                  Annual Report 2021


2. Assets and Liabilities at Fair Value

√ Applicable □ Not applicable
                                                                                                                                Unit: RMB

                                  Gain/loss on     Cumulative
                                                                Impairment
                                    fair-value     fair-value                   Purchased in    Sold in the
                  Beginning                                     allowance for                                     Other         Ending
        Item                      changes in the    changes                     the Reporting    Reporting
                   amount                                       the Reporting                                    changes        amount
                                    Reporting      charged to                      Period         Period
                                                                   Period
                                     Period          equity

Financial
assets

4.
Investments
                                                                                                                               36,322,704.
in other        37,510,860.51 -1,188,156.18 4,509,209.49
                                                                                                                                         33
equity
instruments

Subtotal of
                                                                                                                               36,322,704.
financial       37,510,860.51 -1,188,156.18 4,509,209.49
                                                                                                                                         33
assets

Total of the                                                                                                                   36,322,704.
                37,510,860.51 -1,188,156.18 4,509,209.49
above                                                                                                                                    33

Financial
                          0.00                                                                                                        0.00
liabilities

Other change
Significant changes to the measurement attributes of the major assets in the Reporting Period:
□ Yes √ No


3. Restricted Asset Rights as at the Period-End


                   Item                                  Ending carrying value                       Reasons for restriction

Accounts receivable                                                      50,440,116.24      Put in pledge for short-term borrowings

Monetary assets                                                             3,500,000.00    Frozen in a lawsuit case

Monetary assets                                                             5,674,439.78    Project of public facilities inside and
                                                                                            surrounding the urban renewal project of
                                                                                            Longgang District,
                                                                                            Shenzhen-construction funds

Total                                                                    59,614,556.02                           --




                                                                    25
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                    Annual Report 2021


VII Investments Made

1. Total Investment Amount

√ Applicable □ Not applicable

 Total investment amount in the Reporting              Total investment amount in last year
                                                                                                                Change (%)
                  Period (RMB)                                       (RMB)

                             2,047,080,000.00                                  205,660,000.00                                         895.37%


2. Significant Equity Investments Made in the Reporting Period

√ Applicable □ Not applicable
                                                                                                                                    Unit: RMB

                                                                                                                       Whet
                                                                                                                         her
 Name                                                                                        Invest
               Inve                                Inve                                                                invol
   of                       Sharehol Fundin                                                   ment                            Date of Disclos
         Main stme                                 stme          Status as on the                                        ved
investe             Invested ding      g    Partne      Produc                      Predicte return                           disclos  ure
         busin nt                                    nt         date of the balance                                       in
    e                amount percenta Resour rs           t type                     d return in the                           ure (if index
         esses meth                                Dura                sheet                                             any
enterpri                       ge     ces                                                    current                           any) (if any)
                ods                                tion                                                                 legal
   se                                                                                        period
                                                                                                                       action
                                                                                                                           s

                                                                              Ownership                                               Announ
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                                                                              completed in mid                                        Progres
                                                                              May 2021.                                               s on
                                                                              Jianbang Group                                          Acquisi
                                                        Guang                 has been included                                       tion of
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ong
                                                        Bopi                  consolidated                                            Equity
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           estate acqu                                  rise          ntial   statements. The                -6,422,                  Guangd
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                                                                              kicking off                                             Ltd.
                                                                              pre-sale in mid                                         (No.:
                                                                              December 2021.                                          2021-0
                                                                              Currently, the                                          20)



                                                                        26
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                     Annual Report 2021


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i Real   estate Inco                                                    ntial
                        995,000,             Self-o                              October 2021.       335,670, -626,4         Novem -owned
Estate   devel rpor                100.00%            -        -        units                                          No
                         000.00              wned                                This project has     000.00 68.85           ber        Subsidi
Develo opme ated                                                        and
                                                                                 started                                     2021       ary
pment    nt                                                             shops
                                                                                 construction in                                        (No.
Co.,
                                                                                 mid January 2022.                                      2021-0
Ltd.
                                                                                                                                        48)
                                                                                                                                        disclose
                                                                                                                                        d on
                                                                                                                                        www.c
                                                                                                                                        ninfo.c
                                                                                                                                        om.cn

                        1,445,00                                                                     973,170, -70493
Total         --   --                --        --         --       --      --               --                          --         --        --
                        0,000.00                                                                      000.00 98.13


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.



                                                                          27
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                          Annual Report 2021


5. Use of Funds Raised

□ Applicable √ Not applicable
No such cases in the Reporting Period.


VIII Sale of Major Assets and Equity Interests

1. Sale of Major Assets

□ Applicable √ Not applicable
No such cases in the Reporting Period.


2. Sale of Major Equity Interests

√ Applicable □ Not applicable

                                                                     Amo
                                                                     unt
                                                                     cont
                                      Amou
                                                                     ribut
                                        nt
                                                                      ed
                                      contrib
                                                                      by
                                       uted
                                                                     the
                                      by the
                                                                     sale
                                      equity
                                                                      to
                                      interes
                                                                     net
                                       ts to                                           Rel
                                                                     inco                                  Own Executed
                                       net                                             ate
                                                                     me                                    ershi       as
                              Selling incom                                            d-p Relationship                                 Index to
                                                                      of                                    p       scheduled
          Equity              price    e of                                            arty   between                                   disclose
Count               Date                        Effect of the sale   the     Pricing                       fully or not, if Disclos
          interes             (RMB     the                                             tran counterparty                                   d
erparty             of sale                     on the Company Com principle                               trans not, state ure date
          ts sold             ’0,000 Comp                                             sact   and the                                   informat
                                                                     pany                                  ferre reason and
                                )      any                                             ion    Company                                     ion
                                                                     as a                                  d or      actions
                                       from                                            or
                                                                     perc                                  not        taken
                                      period                                           not
                                                                     enta
                                      -begin
                                                                     ge of
                                      ning to
                                                                     the
                                      date of
                                                                     Com
                                       sale
                                                                     pany
                                      (RMB
                                                                      ’s
                                      ’0,000
                                                                     net
                                         )
                                                                     inco
                                                                     me
                                                                     (%)




                                                                             28
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                               Annual Report 2021


                                                                                                Shenzhen
                                                                                                                                                Announ
                                                  This transaction is                           International
                                                                                                                                                cement
                                                  in line with the                              Trade Center
                                                                                                                                                on the
                                                  Company’s                                    Property
                                                                                                                                                Progress
                                                  development                                   Management
                                                                                                                                                of the
                                                  strategies and is                             Co., Ltd.
                                                                                                                                                Related-
                                                  conducive to the                              (hereinafter
                                                                                                                                                party
                                                  Company’s further                            referred to as
                                                                                                                                                Transact
                                                  optimization and             The              “ITC Property
                                                                                                                                                ion
                                                  adjustment of its            transactio       Management”
                                                                                                                                                regardin
          100%                                    industry structure,          n price is       ) is a
Shenz                                                                                                                                           g the
          of                                      enrichment of                determine        wholly-owned
hen                                                                                                                                             Transfer
          equity                                  capital reserves,            d based          subsidiary of
Interna                                                                                                                                         of 100%
          interes                                 expansion of new             on the net       ShenZhen
tional                                                                                                                                          of
          ts of                                   profit growth                asset            Properties &
Trade                11                                                                                                                         Equity
          Shenz                                   areas, and                   valuation        Resources                             15
Center               Februa 19,667                                      0.00                                                                    Interests
          hen                              334.69 continuous                   assessed     Yes Development Yes Yes                   Februar
Proper               ry              .67                                  %                                                                     of
          Proper                                  improvement of its           by the           (Group) Ltd.                          y 2022
ty                   2022                                                                                                                       Shenzhe
          ty                                      quality. Proceeds            evaluatio        “hereinafter
Manag                                                                                                                                           n
          Manag                                   from this equity             n agency         referred to as
ement                                                                                                                                           Property
          ement                                   transfer will be             on the           “SZPRD” and
Co.,                                                                                                                                            Manage
          Co.,                                    carried forward in           base date        both SZPRD
Ltd.                                                                                                                                            ment
          Ltd.                                    2022 and will have           of 30            and the
                                                                                                                                                Co.,
                                                  a positive impact            June             Company are
                                                                                                                                                Ltd.
                                                  on the cash flows            2021.            majority-owne
                                                                                                                                                (No.:
                                                  of the Company.                               d subsidiaries
                                                                                                                                                2022-00
                                                  The specific                                  of Shenzhen
                                                                                                                                                1)
                                                  impact is subject                             Investment
                                                                                                                                                disclose
                                                  to the annual                                 Holdings Co.,
                                                                                                                                                d on
                                                  auditing result                               Ltd. Thus, an
                                                                                                                                                www.cn
                                                  issued by the audit                           association
                                                                                                                                                info.co
                                                  firm.                                         relationship is
                                                                                                                                                m.cn
                                                                                                formed.


IX 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

                     Relationship            Principal    Registered                                        Operating      Operating
      Name                with the           activity                    Total assets       Net assets                                     Net profit
                                                            capital                                           revenue        profit
                      Company

Guangdong           Subsidiary             Development 2,800,000.00 1,194,312,56 -7,511,961.3                             -8,490,635.4 -6,422,929.2


                                                                               29
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                             Annual Report 2021


Jianbang                        of real estate                          2.50           5                             4              8
Group
(Huiyang)
Industrial
Co., Ltd.

Shenzhen
SPG Chuanqi
                                Development 30,000,000.0 994,623,335. 994,373,531.
Real Estate        Subsidiary                                                                              -826,235.27 -626,468.85
                                of real estate 0                         62           15
Development
Co., Ltd.

Shenzhen
SPG
                                Development 30,000,000.0 265,395,040. 124,744,977. 28,911,854.2                           10,236,841.3
Longgang           Subsidiary                                                                              9,645,676.62
                                of real estate 0                         07           43              8                             1
Development
Co., Ltd.

Shantou
SEZ, Wellam
FTY,                            Development 91,226,120.4 170,626,252. 122,561,035.
                   Subsidiary                                                               1,008,087.61    251,183.65     170,289.40
Building                        of real estate 4                         25           98
Development
, Co., Ltd.

Shantou
Huafeng Real
                                Development 80,000,000.0 978,047,725. 21,038,772.4 141,667,875.
Estate             Subsidiary                                                                               542,656.62     397,168.52
                                of real estate 0                         92            5             10
Development
Co., Ltd.

Great       Wall
                                Development                     18,201,422.1 -80,904,534.
Estate       Co., Subsidiary                     2,051,146.00                                632,524.86 -284,455.30 -284,455.30
                                of real estate                            3           73
Inc. (U.S.)

Shenzhen
                                Installation
Zhentong                                         10,000,000.0 122,011,401. 19,822,359.6 201,876,257. -6,226,318.9 -4,786,992.9
                   Subsidiary   and
Engineering                                      0                       31            7             29              0              8
                                maintenance
Co., Ltd.

Shenzhen
Property                        Property                        100,916,928. 35,164,476.4 163,141,074.
                   Subsidiary                    7,250,000.00                                              4,514,075.45 3,346,927.48
Management                      management                               47            1             63
Co., Ltd.

Shenzhen
                                                 30,000,000.0 49,219,742.7 39,446,188.2 17,378,195.0 -3,539,934.3 -2,703,299.9
Petrel Hotel Subsidiary         Hotel Service
                                                 0                        2            2              7              5              1
Co., Ltd.

Shenzhen
                   Subsidiary   Construction 8,000,000.00 10,639,068.8 10,035,220.9 3,214,530.36            111,097.51      99,035.57
Huazhan

                                                                   30
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                   Annual Report 2021


Construction                      supervision                              6                1
Supervision
Co., Ltd.

Xin      Feng                     Investment
                                                                413,340,621. -132,382,885
Enterprise      Subsidiary        and            502,335.00                                                    1,285,471.06 1,285,471.06
                                                                         60            .12
Co., Ltd.                         management

Subsidiaries obtained or disposed in the Reporting Period:
√ Applicable □ Not applicable

                                                                                                   Influence on overall production and
                   Name                         Way of gaining and disposing subsidiaries
                                                                                                     operation as well as performance

                                                                                                The real    estate project   company is
Guangdong Jianbang Group (Huiyang)                                                              currently under the development and
                                                Share acquisition
Industrial Co., Ltd.                                                                            construction and will be carried forward in
                                                                                                2023.

                                                                                                It is currently in the initial stage of
Shenzhen SPG Chuanqi Real Estate
                                                Newly established                               development and construction and will be
Development Co., Ltd.
                                                                                                carried forward in 2024.

Information about major majority- and minority-owned subsidiaries:
1. In May 2021, through the payment of consideration of RMB450 million, the Group acquired 51% equity interest in Guangdong
Jianbang Group (Huiyang) Industrial Co., Ltd. The project company will develop the Linxingyuan Project with a gross site area of
200,000 square meters and a total capacity building area of 0.4 million square meters, which will be developed in four phases and is
expected to achieve revenue of RMB6 billion and total profit of approximately RMB1.8 billion from 2023 to 2025. The Group has
control over the project company, which will be included in the scope of consolidation in May 2021.
2. In October 2021, the Company won the bid for a land plot in Guangming District and established the project company Shenzhen
SPG Chuanqi Real Estate Development Co., Ltd. to be responsible for the development and construction of the land.
3. The subordinate subsidiaries engaged in real estate development also include: Shenzhen SPG Longgang Development Co., Ltd.,
Shantou SEZ, Wellam FTY, Building Development, Co., Ltd., Shantou Huafeng Real Estate Development Co., Ltd. The Cuilinyuan
project developed by Shenzhen SPG Longgang Development Co., Ltd. brought forward RMB29 million in 2021 (the percentage of
accumulative sales carried forward was 95%), accounting for 2.19% of the Company's operating revenue. 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
2019. The Phase II started construction in November 2018 and was completed at the end of June 2021. The overall sales progress is
relatively slow with an accumulated sales rate of about 72% for Phase I and 13% for Phase II.
4. Shenzhen Zhentong Engineering Co., Ltd. was engaged in the business of building installation and maintenance with the 2021
operating revenues of RMB202 million and of 15.28% to the operating revenues of the Company.
5. Shenzhen Property Management Co., Ltd was engaged in the industry of property management. The 2021 operating revenues was
of RMB163 million that was of 12.35% to the operating revenues of the Company.
6. The 2021 net profit of Xin Feng Enterprise Co., Ltd. was of RMB1.29 million which mainly due to the changes of exchange rate
and it conducts no business.
7. The 2021 net profit of Shenzhen Petrel Hotel Co., Ltd. was of RMB-2.7 million which mainly due to the epidemic.




                                                                    31
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                     Annual Report 2021


X Structured Bodies Controlled by the Company

□ Applicable √ Not applicable


XI Prospects

(I) Industrial Pattern and Trend
The state continues to uphold the principle that “houses are for living in, not for speculating on”, encourages both
housing purchase and renting, and implements city-specific policies to promote a virtuous circle and the healthy
development of the real estate industry. Under the continuous control of multiple financial regulatory policies, the
real estate enterprises have gradually shifted their development goals from “quantity first” to “quality first”. The top
enterprises with high qualities, as a result, will be easy to get more resources, and a new industry competition
landscape will be presented.
(II) Potential Risks and Countermeasures
1. Macroeconomic risks and countermeasures
The real estate industry has a greater correlation with the macroeconomy and is more influenced by the
macroeconomic cycle. At present, along with the accelerated rate of global vaccination and the lifting of
lockdown measures in various countries, the global economic recovery has been significantly enhanced, but the
world economic situation remains complicated and severe due to the repeated ups and downs of the pandemic and
frequent variants of the virus. The Company will continue to pay attention to the international and domestic
macroeconomic situation and actively adjust its business strategy.
2. Industry regulation risks and countermeasures
Under the guidance of "housing is for living in, not for speculation", the regulation and control policies are
progressive. The market is entering a period of adjustment and the industry is entering a stage of profound
changes. The development of the Company is undergoing new tests. The Company will continue to deepen its
research on industry policies, follow the national strategies, innovate its operating model and optimize its
development method. At the same time, the Company will conduct research on strategic emerging industries in a
timely manner to explore new areas and cultivate new business models.
3. Business operating risks and countermeasures
Due to the implementation of a series of policies such as the real estate loan concentration management
mechanism and "centralized land supply", it poses new challenges for the Company to expand its development
land reserve. The Company will pay close attention to the market and industry policy changes, formulate targeted
land expansion plans, and The Company will pay close attention to the quality and efficiency improvement of
existing assets, and maintain a good operating revenue scale and performance level.
(III) Development strategy and operating plan
The year 2022 will see the convening of the 20th National Congress of the Communist Party of China. It is also a
crucial year for the Company to deepen its reform. The Company will resolutely implement the decisions and
deployment of the CPC Shenzhen Municipal Committee, the Shenzhen Municipal People’s Government, the
Municipal SASAC, and SIHC. The “Dual Zone” construction in Shenzhen and the policy of deepening the reform
of state-owned assets and enterprises have brought strategic opportunities for the Company to plan for projects
reserves and stabilize operation and management. Correspondingly, the Company will strive to seek new
breakthroughs in its reform and development.
The Company has made an overall operating plan for 2022. Guided by the Xi Jinping Thought on Socialism with
Chinese Characteristics for a New Era, the Company will conscientiously implement the spirit of the 19th

                                                             32
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                Annual Report 2021


National Congress of the Communist Party of China, all previous plenary sessions of the 19th Central Committee
of the Communist Party of China, and the Central Economic Work Conference, and take overall planning of
production and operation by Party building and high-quality development. It will stabilize the operation on the
basis of safety management, explore future development directions, and focus on project development and sales
while strengthening the implementation. At the same time, the Company will make efforts in key tasks such as
project financing, quality and efficiency improvement, and risk control. Additionally, the Company will work hard
to improve its internal strength and operate meticulously, making every effort to promote its high-quality
development to a new level.
1. Focus on the main business and continue to build a solid foundation for development
First, the Company will accelerate project construction to ensure the smooth implementation of project
development plans. Second, the Company will fully boost project sales to provide sufficient cash flow and
performance support for its future development. Third, the Company will intensify efforts to research real estate
policies, work on land development surveys, moderately expand the resource reserves of main business projects,
and continually strengthen the foundation for high-quality development.
2. Enhance synergy and actively explore future development directions
First, with the help of intermediary service agencies, the Company will keep strengthening market research on
strategic emerging industries. Second, the Company will continue to enhance communication with the Municipal
SASAC and the controlling shareholder, and strive to achieve strategic synergy with the systems. Third, the
Company will cooperate with system capital platforms to leverage social capital in the form of industry
investment funds and jointly explore business opportunities. Fourth, through fund operation, the Company will
select target projects that generate stable revenue and profits, show great growth potential and can be integrated in
order to steadily increase profits.
3. Improve quality and efficiency, and continuously optimize the industry structure
First, the Company will speed up the collection of equity transfer funds and the transfer of assets and personnel
with respect to Shenzhen Property Management. Second, the Company will sell self-owned properties that do not
have urban renewal qualifications or appreciation potential. Third, the Company will accelerate the equity transfer
of Yunnan Kunpeng Air Service Co., LTD. and recover the investment funds as soon as possible. Fourth, the
Company will continue to clear out zombie companies. Fifth, the Company will keep promoting in-depth
cooperation with the Luohu District People’s Government and Shenzhen Luohu Hospital Group on the theme of
comprehensive health.
4. Make sound overall planning to conduct major works in an orderly fashion
First, the Company will enhance communication with financial institutions, strive to expand financing channels,
flexibly operate different financing instruments, and rationally optimize its asset-debt structure. Second, the
Company will strengthen organizational guarantees, fulfill its responsibilities, and make every effort to solve
problems left over from history. Third, benchmarked against model enterprises, the Company will turn to lean
management, improve rules and regulations continuously, and standardize decision-making procedures in order to
improve the quality of decision-making and fully enhance its comprehensive strength. Fourth, the Company will
maintain team stability, optimize the age structure and knowledge structure of the talent team, and ensure that the
team’s combat effectiveness does not decline and execution power does not lag behind. Fifth, the Company will
take multiple measures to consolidate responsibilities, and intensify efforts to collect arrears. Sixth, the Company
will deeply advance the development of its policies on supervision, inspection and accountability,
comprehensively strengthen the application of supervision results, take accountability and performance
management seriously, and focus on improving execution power to ensure the implementation of all tasks.


                                                             33
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                           Annual Report 2021


5. Make unremitting efforts on the implementation of different measures for safe production
The Company will unify its thinking, clarify its directions, carry out safe production and petitioning stability
maintenance creatively with high standards closely based on its own reality, and strive to break new grounds in
safety and stability. First, the Company will continue to establish sound policies of safe production management,
strictly implement the accountability system for safe production, intensify efforts on checking potential safety
hazards, and enhance safety governance in major areas. Second, the Company will adhere to regular pandemic
prevention and control with targeted measures by taking various steps and stringent precautions for strictly
preventing and controlling the pandemic to guarantee a steady situation of pandemic prevention and control.
6. Strengthen leadership and work on Party building
Guided by the Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, the Company will
organize the study, publicity and implementation of the spirit of the 20th National Congress of the Communist
Party of China, consolidate and deepen the achievements of Party history education, and incorporate Party history
education into all Party building tasks. On top of that, the Company will strengthen its Party organization
theoretically and organizationally and improve the Party organization’s conduct. Playing a leadership role, the
Party organization will set the right direction, keep in mind the big picture, ensure the implementation of Party
policies and principles, and mobilize and give full play to the exemplary and vanguard role of Party members. The
Company will take a two-pronged approach on both Party building and business operation, effectively integrating
Party leadership into corporate governance to lead to high-quality development of the Company.

XII Communications with the Investment Community such as Researches, Inquiries and
Interviews during the Reporting Period

√ Applicable □ Not applicable

                                                                                       Contents and
                                                                                                             Index to main inquiry
    Date of visit     Place of visit   Way of visit   Type of visitor    Visitor           materials
                                                                                                                 information
                                                                                           provided

                                                                                     Inquired of the
                                                                                     future
                                                                                     development
                           The                                          Individual
2021-01-07                             By telephone     Individual                   plan      of      the           N/A
                        Company                                          investor
                                                                                     Company,          and
                                                                                     didn’t        offer
                                                                                     written materials

                                                                                     Inquired           of
                                                                                     project sales of
                           The                                          Individual
2021-01-13                             By telephone     Individual                   the       Company,              N/A
                        Company                                          investor
                                                                                     and didn’t offer
                                                                                     written materials

                                                                                     Inquired of the
                                                                                     land       reserves
                           The                                          Individual
2021-01-22                             By telephone     Individual                   and        projects             N/A
                        Company                                          investor
                                                                                     progress of the
                                                                                     Company,          and


                                                                34
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                         Annual Report 2021


                                                                                   didn’t         offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   business
                                                                                   situations       and
                         The                                          Individual   strategic
2021-01-25                         By telephone       Individual                                                N/A
                      Company                                          investor    planning of the
                                                                                   Company,         and
                                                                                   didn’t         offer
                                                                                   written materials

                                                                                   Inquired of the
                                                                                   future
                                                                                   development
                         The                                          Individual
2021-02-03                         By telephone       Individual                   plan      of     the         N/A
                      Company                                          investor
                                                                                   Company,         and
                                                                                   didn’t         offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   business
                                                                                   situations       and
                         The                                          Individual   strategic
2021-02-26                         By telephone       Individual                                                N/A
                      Company                                          investor    planning of the
                                                                                   Company,         and
                                                                                   didn’t         offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   business
                         The                                          Individual
2021-03-01                         By telephone       Individual                   situation,       and         N/A
                      Company                                          investor
                                                                                   didn’t         offer
                                                                                   written materials

                                                                                   Inquired of the
                                                                                   land        reserves
                                                                                   and          projects
                         The                                          Individual
2021-03-02                         By telephone       Individual                   progress of the              N/A
                      Company                                          investor
                                                                                   Company,         and
                                                                                   didn’t         offer
                                                                                   written materials

                                                                                   Inquired of the
                                                                                   future
                         The                                          Individual
2021-03-18                         By telephone       Individual                   development                  N/A
                      Company                                          investor
                                                                                   plan      of     the
                                                                                   Company,         and



                                                             35
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                         Annual Report 2021


                                                                                   didn’t         offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   business
                         The                                          Individual
2021-03-25                         By telephone       Individual                   situation,       and         N/A
                      Company                                          investor
                                                                                   didn’t         offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   business
                                                                                   situations       and
                         The                                          Individual   strategic
2021-03-30                         By telephone       Individual                                                N/A
                      Company                                          investor    planning of the
                                                                                   Company,         and
                                                                                   didn’t         offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   project sales of
                         The                                          Individual
2021-04-07                         By telephone       Individual                   the       Company,           N/A
                      Company                                          investor
                                                                                   and didn’t offer
                                                                                   written materials

                                                                                   Inquired of the
                                                                                   future
                                                                                   development
                         The                                          Individual
2021-04-16                         By telephone       Individual                   plan      of     the         N/A
                      Company                                          investor
                                                                                   Company,         and
                                                                                   didn’t         offer
                                                                                   written materials

                                                                                   Inquired of the
                                                                                   land        reserves
                                                                                   and          projects
                         The                                          Individual
2021-04-28                         By telephone       Individual                   progress of the              N/A
                      Company                                          investor
                                                                                   Company,         and
                                                                                   didn’t         offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   business
                                                                                   situations       and
                         The                                          Individual   strategic
2021-05-14                         By telephone       Individual                                                N/A
                      Company                                          investor    planning of the
                                                                                   Company,         and
                                                                                   didn’t         offer
                                                                                   written materials



                                                             36
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                         Annual Report 2021


                                                                                   Inquired          of
                                                                                   project sales of
                         The                                          Individual
2021-05-18                         By telephone       Individual                   the       Company,           N/A
                      Company                                          investor
                                                                                   and didn’t offer
                                                                                   written materials

                                                                                   Inquired of the
                                                                                   future
                                                                                   development
                         The                                          Individual
2021-05-20                         By telephone       Individual                   plan      of     the         N/A
                      Company                                          investor
                                                                                   Company,        and
                                                                                   didn’t        offer
                                                                                   written materials

                                                                                   Inquired of the
                                                                                   land        reserves
                                                                                   and         projects
                         The                                          Individual
2021-06-02                         By telephone       Individual                   progress of the              N/A
                      Company                                          investor
                                                                                   Company,        and
                                                                                   didn’t        offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   business
                                                                                   situations      and
                         The                                          Individual   strategic
2021-06-11                         By telephone       Individual                                                N/A
                      Company                                          investor    planning of the
                                                                                   Company,        and
                                                                                   didn’t        offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   business
                                                                                   situations      and
                         The                                          Individual   strategic
2021-06-22                         By telephone       Individual                                                N/A
                      Company                                          investor    planning of the
                                                                                   Company,        and
                                                                                   didn’t        offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   project sales of
                         The                                          Individual
2021-06-24                         By telephone       Individual                   the       Company,           N/A
                      Company                                          investor
                                                                                   and didn’t offer
                                                                                   written materials

                         The                                          Individual   Inquired          of
2021-06-29                         By telephone       Individual                                                N/A
                      Company                                          investor    business



                                                             37
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                         Annual Report 2021


                                                                                   situations      and
                                                                                   strategic
                                                                                   planning of the
                                                                                   Company,        and
                                                                                   didn’t        offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   project sales of
                         The                                          Individual
2021-07-07                         By telephone       Individual                   the       Company,           N/A
                      Company                                          investor
                                                                                   and didn’t offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   business
                                                                                   situations      and
                         The                                          Individual   strategic
2021-07-20                         By telephone       Individual                                                N/A
                      Company                                          investor    planning of the
                                                                                   Company,        and
                                                                                   didn’t        offer
                                                                                   written materials

                                                                                   Inquired of the
                                                                                   future
                                                                                   development
                         The                                          Individual
2021-08-11                         By telephone       Individual                   plan      of     the         N/A
                      Company                                          investor
                                                                                   Company,        and
                                                                                   didn’t        offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   project sales and
                                                                                   future
                         The                                          Individual   development
2021-08-19                         By telephone       Individual                                                N/A
                      Company                                          investor    plan      of     the
                                                                                   Company         and
                                                                                   didn’t        offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   project sales of
                         The                                          Individual
2021-08-24                         By telephone       Individual                   the       Company,           N/A
                      Company                                          investor
                                                                                   and didn’t offer
                                                                                   written materials

                                                                                   Inquired of the
                         The                                          Individual
2021-09-01                         By telephone       Individual                   future                       N/A
                      Company                                          investor
                                                                                   development



                                                             38
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                         Annual Report 2021


                                                                                   plan      of     the
                                                                                   Company,        and
                                                                                   didn’t        offer
                                                                                   written materials

                                                                                   Inquired of the
                                                                                   future
                                                                                   development
                         The                                          Individual
2021-09-02                         By telephone       Individual                   plan      of     the         N/A
                      Company                                          investor
                                                                                   Company,        and
                                                                                   didn’t        offer
                                                                                   written materials

                                                                                   Inquired of the
                                                                                   land        reserves
                                                                                   and         projects
                         The                                          Individual
2021-09-15                         By telephone       Individual                   progress of the              N/A
                      Company                                          investor
                                                                                   Company,        and
                                                                                   didn’t        offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   business
                                                                                   situations      and
                         The                                          Individual   strategic
2021-09-23                         By telephone       Individual                                                N/A
                      Company                                          investor    planning of the
                                                                                   Company,        and
                                                                                   didn’t        offer
                                                                                   written materials

                                                                                   Inquired of the
                                                                                   future
                                                                                   development
                         The                                          Individual
2021-10-11                         By telephone       Individual                   plan      of     the         N/A
                      Company                                          investor
                                                                                   Company,        and
                                                                                   didn’t        offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   project sales of
                         The                                          Individual
2021-10-15                         By telephone       Individual                   the       Company,           N/A
                      Company                                          investor
                                                                                   and didn’t offer
                                                                                   written materials

                                                                                   Inquired of the
                         The                                          Individual   future
2021-10-26                         By telephone       Individual                                                N/A
                      Company                                          investor    development
                                                                                   plan      of     the



                                                             39
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                         Annual Report 2021


                                                                                   Company,        and
                                                                                   didn’t        offer
                                                                                   written materials

                                                                                   Inquired of the
                                                                                   land       reserves
                                                                                   and        projects
                         The                                          Individual
2021-11-03                         By telephone       Individual                   progress of the              N/A
                      Company                                          investor
                                                                                   Company,        and
                                                                                   didn’t        offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   project sales of
                         The                                          Individual
2021-11-11                         By telephone       Individual                   the       Company,           N/A
                      Company                                          investor
                                                                                   and didn’t offer
                                                                                   written materials

                                                                                   Inquired of the
                                                                                   future
                                                                                   development
                         The                                          Individual
2021-11-18                         By telephone       Individual                   plan      of     the         N/A
                      Company                                          investor
                                                                                   Company,        and
                                                                                   didn’t        offer
                                                                                   written materials

                                                                                   Inquired of the
                                                                                   land       reserves
                                                                                   and        projects
                         The                                          Individual
2021-12-07                         By telephone       Individual                   progress of the              N/A
                      Company                                          investor
                                                                                   Company,        and
                                                                                   didn’t        offer
                                                                                   written materials

                                                                                   Inquired          of
                                                                                   project sales of
                         The                                          Individual
2021-12-21                         By telephone       Individual                   the       Company,           N/A
                      Company                                          investor
                                                                                   and didn’t offer
                                                                                   written materials

                                                                                   Inquired of the
                                                                                   future
                                                                                   development
                         The                                          Individual
2021-12-29                         Field research     Individual                   plan      of     the         N/A
                      Company                                          investor
                                                                                   Company,        and
                                                                                   didn’t        offer
                                                                                   written materials




                                                             40
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.               Annual Report 2021




                                  Part IV Corporate Governance

I Basic Situation of Corporate Governance

In accordance with the requirements of the Company Law, the Securities Law, the Code on the Governance of
Listed Companies and other laws and regulations, the Company has been improving its governance structure
continuously, adhering to standardized operation, and an operational mechanism featuring decision-making by the
board of directors, execution by the management team, and supervision by the board of supervisors has been
formed.
During the reporting period, the Company's governance institutions at all levels have carried out their
responsibilities and authorities clearly and definitely and have performed their own functions. At the same time,
they have checked and balanced each other in decision-making, implementation and supervision effectively, and
have operated in a coordinated manner.
(1) Operation of the general meeting of shareholders
The preparation, holding of the annual and extraordinary general meetings of shareholders of the Company as
well as disclosure of the resolutions made at the meetings have been carried out in strict accordance with the
Company Law, the Rules of the General Meeting of Shareholders of Listed Companies of China Securities
Regulatory Commission (CSRC), the Articles of Association and the Rules of Procedure of the General Meeting
of Shareholders of the Company. The notification time of the meeting, the procedure of authorization, the
procedure of convening, the convener, the qualification of the personnel attending the meeting and the voting
procedure of the meeting have all been in line with relevant provisions. An on-site interaction for shareholders has
been set at the shareholders' meeting to ensure that the shareholders, especially the small and medium-sized
shareholders, can exercise their legitimate rights.
(2) Operation of the board of directors
The preparation and holding of the board meeting of the Company and the disclosure of the resolution made at the
meeting have been carried out in strict accordance with the Company Law, the Self-regulation Guidelines for
Listed Companies of Shenzhen Stock Exchange No. 1-Standardized Operation of Listed Companies on the Main
Board, the Articles of Association and the Rules of Procedure of the Board Meeting of the Company. The number
and manning of the board of directors have met the requirements of laws and regulations. The directors have
worked diligently and responsibly, and the board of directors has worked hard in making decisions and setting the
direction for the Company, and has exercised its power in accordance with the requirements for corporate
governance.
(3) Operation of the supervisory committee
The number and manning of the board of supervisors have met the requirements of laws and regulations. All
members of the board of supervisors of the Company have performed their duties diligently and conscientiously.
They have supervised and inspected the important matters of the Company in strict accordance with the Company
Law, the Self-regulation Guidelines for Listed Companies of Shenzhen Stock Exchange No. 1-Standardized
Operation of Listed Companies on the Main Board, the Articles of Association and the Rules of Procedure of the
Board of Supervisors of the Company, exercised the power of supervision effectively, gave a full play to the
supervisory function, have played a substantial role in the operation and management of the Company, and have
protected the legitimate rights and interests of the Company and the shareholders.
(4) Operation at manager level

                                                             41
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                            Annual Report 2021


The manager level of the Company has performed its duties in strict accordance with the Company Law, the
Self-regulation Guidelines for Listed Companies of Shenzhen Stock Exchange No. 1-Standardized Operation of
Listed Companies on the Main Board, the Articles of Association and the Detailed Working Rules for the General
Manager of the Company. The manager level is responsible for the production, operation and management of the
Company all-roundly. They have performed their duties diligently and conscientiously, and have carried out the
decisions of the board of directors effectively. The members at the manager level have had a clear division of
labor among them, they have worked diligently and conscientiously, and there has not existed any situation of
"control under insiders ".
Indicate by tick market whether there is any material incompliance with laws, administrative regulations and regulations governing
the governance of listed companies issued by the CSRC.
□ Yes √ No
No such cases in the Reporting Period.


II The Company’s Independence from Its Controlling Shareholder and Actual Controller in
Business, Personnel, Asset, Organization and Financial Affairs

(I) In respect of assets, the Company possessed independent and integrated assets and the property of the
Company is transparent.
(II) In respect of personnel, the Company was absolutely independent in management of labor, personnel and
salaries from the controlling shareholders. All the senior executives of the Company took no office title
concurrently and drew no remunerations from the Shareholder Company.
(III) In respect of finance, the Company has independent financial department, independently accounted and paid
taxes according to the law. The Company established a complete accounting system, financial accounting system
and financial administrative systems. The Company opened independent bank accounts.
(IV) In respect of organization, the Board of Directors and the Supervisory Board operated independently. There
existed no superior-inferior relationship between the controlling shareholder and its function department and the
Company.
(V) In respect of business, the Company possessed independent production, supply and sales system.

III Horizontal Competition

√ Applicable □ Not applicable

                    Relationshi
                                   Company    Company                                                             Progress and
       Type         p with the                                        Course              Countermeasures
                                     name       nature                                                           follow-up plan
                    Company

                                                         The Company and             For the Company’s         Refer     to   the
                                                         ShenZhen Properties &       existing business that has Announcement
                                  Shenzhen               Resources Development       horizontal competition     on Receiving the
Horizontal         Controlling Investment                (Group) Ltd. (hereinafter   with ShenZhen Properties Avoiding
                                              Other
competition        shareholder Holdings                  referred to as “SZPRD”) are & Resources              Horizontal
                                  Co., Ltd.              majority-owned subsidiaries Development (Group)        Competition
                                                         of Shenzhen Investment      Ltd., Shenzhen             Commitment
                                                         Holdings Co., Ltd. The      Investment Holdings Co., Letter from the



                                                                 42
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                            Annual Report 2021


                                                      Company and SZPRD are           Ltd. will, within the scope Controlling
                                                      operating real estate           permitted by laws and          Shareholder (No.:
                                                      development and                 regulations, timely launch 2021-032)
                                                      commercial property sales       one or several of the          disclosed by the
                                                      business, which belong to       following solutions that is Company on 11
                                                      the same industry. There is     practically feasible, and      September      2021
                                                      horizontal competition.         complete the                   and              the
                                                                                      implementation of the          Announcement
                                                                                      relevant solution(s) before on Resolutions of
                                                                                      9 November 2024 to solve the                    1st
                                                                                      the existing horizontal        Extraordinary
                                                                                      competition problem: (1) General Meeting
                                                                                      Solve the horizontal           of    2021     (No.:
                                                                                      competition between the        2021-34)
                                                                                      two through asset sales or disclosed            by
                                                                                      asset replacement; (2)         ShenZhen
                                                                                      Solve the horizontal           Properties        &
                                                                                      competition between the        Resources
                                                                                      two through equity             Development
                                                                                      transfer; (3) Take other       (Group) Ltd. on
                                                                                      measures that can              27      September
                                                                                      effectively solve the          2021 for details.
                                                                                      problem of horizontal
                                                                                      competition.


IV Annual and Extraordinary General Meeting Convened during the Reporting Period

1. General Meetings Convened during the Reporting Period


                                                Investor                                                           Index to disclosed
       Meeting               Type                                     Convened date        Disclosure date
                                           participation ratio                                                        information

                                                                                                                  Resolutions of 2020
                                                                                                                  Annual          General
                                                                                                                  Meeting     disclosed
The 2020 Annual         Annual General                                                                            on China Securities,
                                                       63.55% 28 April 2021             29 April 2021
General Meeting            Meeting                                                                                Securities Times, Ta
                                                                                                                  Kung      Pao      and
                                                                                                                  www.cninfo.com.cn
                                                                                                                  (No.: 2021-011)

                                                                                                                  Resolutions of the 1st
The 1st Extraordinary
                         Extraordinary                                                                            Extraordinary
General Meeting of                                     63.55% 16 July 2021              17 July 2021
                        General Meeting                                                                           General Meeting of
2021
                                                                                                                  2021 disclosed on



                                                                 43
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                        Annual Report 2021


                                                                                                                           China        Securities,
                                                                                                                           Securities Times, Ta
                                                                                                                           Kung        Pao         and
                                                                                                                           www.cninfo.com.cn
                                                                                                                           (No.: 2021-026)

                                                                                                                           Resolutions of the
                                                                                                                           2nd       Extraordinary
                                                                                                                           General Meeting of
The 2nd
                                                                                                                           2021 disclosed on
Extraordinary                Extraordinary
                                                             63.59% 11 October 2021                 12 October 2021        China        Securities,
General Meeting of          General Meeting
                                                                                                                           Securities Times, Ta
2021
                                                                                                                           Kung        Pao         and
                                                                                                                           www.cninfo.com.cn
                                                                                                                           (No.: 2021-040)

                                                                                                                           Resolutions of the
                                                                                                                           3rd       Extraordinary
                                                                                                                           General Meeting of
The 3rd
                                                                                                                           2021 disclosed on
Extraordinary                Extraordinary
                                                              1.98% 29 December 2021                30 December 2021       China        Securities,
General Meeting of          General Meeting
                                                                                                                           Securities Times, Ta
2021
                                                                                                                           Kung        Pao         and
                                                                                                                           www.cninfo.com.cn
                                                                                                                           (No.: 2021-053)


2. Extraordinary General Meeting Convened at Request of Preference Shareholders with Resumed Voting
Rights

□ Applicable √ Not applicable


V Directors, Supervisors and Senior Management

1. Basic Information


                                                                                       Numbe
                                                                                                    Increas Decreas
                                                                   Beginni               r of                           Other
                                                                                                    e in the e in the              Ending
                    Incumb                                           ng                granted                          increas                 Reason
          Office                                Start of End of              Stock                  Reporti Reporti                shareho
 Name               ent/For Gender     Age                         shareho             restricte                        e/decre                  for
            title                               tenure    tenure             options                  ng       ng                   lding
                      mer                                           lding                 d                              ase                    change
                                                                                                    Period Period                  (share)
                                                                   (share)              shares                          (share)
                                                                                                    (share) (share)
                                                                                       (share)

Liu       Chairm                               15
                    Incumb
Zhengy an of                 Male            52 January                     00                  0          0        0          0            0
                    ent
u         the                                  2020


                                                                     44
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.           Annual Report 2021


          Board

                                            31
Tang
          Directo Incumb                    Decem
Xiaopin                       Male     52                         00        0   0     0       0          0
          r          ent                    ber
g
                                            2020

                                            14
Tang
                     Incumb                 Decem
Xiaopin GM                    Male     52                         00        0   0     0       0          0
                     ent                    ber
g
                                            2020

Deng                                        17
          Directo Incumb
Kangch                        Male     56 April            10,000 0         0   0     0       0 10,000
          r          ent
eng                                         2012

                                            11
Wang      Directo Incumb
                              Male     49 October                 00        0   0     0       0          0
Jianfei r            ent
                                            2021

                                            22
Wang                 Incumb                 Septem
          CFO                 Male     49                         00        0   0     0       0          0
Jianfei              ent                    ber
                                            2021

                                            8
          Directo Incumb                    Septem
Wen Li                        Female   53                         00        0   0     0       0          0
          r          ent                    ber
                                            2006

                                            31
Sun
          Directo Incumb                    Decem
Minghu                        Male     41                         00        0   0     0       0          0
          r          ent                    ber
i
                                            2020

Kang      Indepen
                     Incumb                 15 May
Xiaoyu dent                   Male     58                         00        0   0     0       0          0
                     ent                    2018
e         director

He        Indepen
                     Incumb                 30 June
Zuowe dent                    Male     60                         00        0   0     0       0          0
                     ent                    2020
n         director

Mi        Indepen
                     Incumb                 30 June
Xumin dent                    Male     47                         00        0   0     0       0          0
                     ent                    2020
g         director

          Chairm
                                            31
          an of
                     Incumb                 Decem
Li Lian the                   Female   55                         00        0   0     0       0          0
                     ent                    ber
          Supervi
                                            2020
          sory


                                                             45
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                   Annual Report 2021


          Commi
          ttee

Ren       Supervi Incumb                               15 May
                                 Male             42                           2,000 0           0    0       0          0   2,000
Wei       sor        ent                               2018

                                                       17
Li        Supervi Incumb
                                 Female           44 April                          00           0    0       0          0       0
Yufei     sor        ent
                                                       2012

Feng                                                   2
          Supervi Incumb
Hongw                            Male             51 March                          00           0    0       0          0       0
          sor        ent
ei                                                     2017

                                                       27
          Supervi Incumb
Lin Jun                          Female           53 April                          00           0    0       0          0       0
          sor        ent
                                                       2016

                                                       28
Wei
          Vice       Incumb                            Septem
Hanpin                           Female           56                                00           0    0       0          0       0
          GM         ent                               ber
g
                                                       2012

Zhang
          Vice       Incumb                            15 July
Hongw                            Male             56                                00           0    0       0          0       0
          GM         ent                               2020
ei

          Secreta                                      31
          ry of      Incumb                            Decem
Luo Yi                           Male             48                                00           0    0       0          0       0
          the        ent                               ber
          Board                                        2020

                                                       31
Zhao                                                              11
          Directo                                      Decem
Zhongli              Former Male                  52              October           00           0    0       0          0       0
          r                                            ber
ang                                                               2021
                                                       2020

                                                       14         22
Zhao
                                                       Decem Septem
Zhongli CFO          Former Male                  52                                00           0    0       0          0       0
                                                       ber        ber
ang
                                                       2020       2021

Total           --         --       --      --               --         --    12,000 0           0    0       0          0 12,000    --

Indicate by tick mark whether any directors or supervisors left or any senior management were disengaged during the Reporting
Period
√ Yes □ No
Change of Directors, Supervisors and Senior Management
√Applicable □ Not applicable

        Name                Office title    Type of change              Date of change               Reason for change

Zhao Zhongliang Director                   Left                     11 October 2021 Job change


                                                                               46
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Annual Report 2021


                                                    22 September
Zhao Zhongliang CFO               Left                               Job change
                                                    2021


2. 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, Chief Accountant, vice GM and
member of CPC of Shenzhen Investment Holdings Co., Ltd. Now he acts as the executive director, president and
Vice Secretary of CPC of Shenzhen International Holdings Limited, 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, Vice Secretary of CPC and Chairman of the
Trade Union Federation of the Company.
4. Wang Jianfei: he was once the minister of the Financial Management Department of Shenzhen Construction
Development (Group) Company, vice GM of Hubei SIHC Investment Development Co., Ltd. And now he acts as
the director and CFO of the Company.
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 vice 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 Special Issue Department of Shenzhen Legal Newspaper. Chief Lawyer, senior partner of Guangdong
New Century Law Firm (later renamed Guangdong Wancheng Law Firm). Now he serves as a senior partner of
Beijing Weiheng (Shenzhen) Law Firm and the independent director of the Company.
8. He Zuowen: formerly associate professor of accounting, director of teaching and research section and member
of the Disciplinary Committee of Changsha University of Science & Technology, partner and deputy director of
Shenzhen Huapeng Certified Public Accountants, director and vice GM of Beijing Zhongtian Huazheng Certified
Public Accountants Co., Ltd. (Dahua Certified Public Accountants) as well as head of Shenzhen Branch of it,
partner of BDO Certified Public Accountants; advisory expert of Internal Control Standard Committee of the
Ministry of Finance, director of Shenzhen Institute of Certified Public Accountants, Vice Secretary of CPC &
Secretary of the Disciplinary Committee of Shenzhen CPA Industry Committee, etc., currently partner of Dahua
Certified Public Accountants (Special General Partnership), Secretary of CPC General Branch of Shenzhen

                                                             47
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                       Annual Report 2021


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, external master tutor of Shenzhen University,
member of the Shenzhen Municipal Social Organization Disciplinary Inspection Committee of the Communist
Party of China, member of Shenzhen CPA Industry Committee, director of Shenzhen Certified Tax Agents
Association and Member of the Capital Market Advisory Expert Committee of the Xinjiang Regulatory Bureau of
the China Securities Regulatory Commission.
9. Mi Xuming: Former lecturer at Shenzhen University, post-doctor of post-doctoral mobile station for applied
economics of School of Economics of Xiamen University, visiting scholar at the University of Exeter; currently
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, Secretary of the
Disciplinary Committee and member of CPC 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, member of the Disciplinary Committee 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 and member of CPC 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, member of CPC, Chairman of Jianbang Group, and 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

     Name                       Shareholding entity       Office held in Start of tenure   End of tenure   Remuneration or

                                                             48
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                 Annual Report 2021


                                                                    the                                             allowance from the
                                                              shareholding                                          shareholding entity
                                                                  entity

                                                              Vice GM,
Liu Zhengyu      Shenzhen Investment Holdings Co., Ltd        member of         9 January 2017 9 August 2021        Yes
                                                              CPC

                                                              Chief of
                                                              Financial
                                                                                11 November
Sun Minghui      Shenzhen Investment Holdings Co., Ltd        Department                                            Yes
                                                                                2020
                                                              (Settlement
                                                              Center)

                                                              Vice minister
                                                                                18 September
Ren Wei          Shenzhen Investment Holdings Co., Ltd        of Audit                                              Yes
                                                                                2017
                                                              Department

                                                              Deputy
                                                              Director of
Li Yufei         Shenzhen Investment Holdings Co., Ltd        Discipline        9 July 2015                         Yes
                                                              Inspection
                                                              Office

Offices held concurrently in other entities:
√Applicable □Not applicable

                                                                                                                     Remuneration or
                                                               Office held in
     Name                          Other entity                                  Start of tenure    End of tenure     allowance from
                                                                 the entity
                                                                                                                           the entity

                                                              Executive
                                                              director,
                                                              president and
Liu Zhengyu       Shenzhen International Holdings Limited                        19 August 2021                      Yes
                                                              Vice
                                                              Secretary of
                                                              CPC

                  China's State Owned Capital Venture                                              9 September
Liu Zhengyu                                                   Director           16 August 2016                      No
                  Capital Fund                                                                     2021

Liu Zhengyu       Kashi Shenzhen City Co., Ltd.               Director           8 October 2013 18 October 2021 No

                                                              Non-executiv
                  Shenzhen Investment Holdings Bay Area       e director,                          30 December
Liu Zhengyu                                                                      14 March 2018                       No
                  Development Co., Ltd.                       Chairman of                          2021
                                                              the Board

                  Shenzhen Investment International Capital                      18 December
Liu Zhengyu                                                   Director                             18 October 2021 No
                  Holdings Infrastructure Co., Ltd.                              2017

                  Shenzhen Investment International Capital                      9 September
Liu Zhengyu                                                   Director                             18 October 2021 No
                  Holdings Co., Ltd.                                             2016


                                                                 49
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                         Annual Report 2021


                                                                            December 12,
Liu Zhengyu     Tsinghua Tri Shenzhen Co., Ltd.            Director                         18 October 2021 No
                                                                            2019

                SIHC Hong Kong Investment Holdings
Liu Zhengyu                                                Director         March 11, 2019 18 October 2021 No
                Limited

                Research Institute of Tsinghua University in Member of a
Liu Zhengyu                                                                 April 10, 2018 18 October 2021 No
                Shenzhen                                   council

                                                           Director, GM
                Shenzhen Bay Technology Development        and Vice         December 2,
Wen Li                                                                                                       Yes
                Co., Ltd.                                  Secretary of     2016
                                                           CPC

                Hubei SIHC Investment Development Co.,                      1 February
Wen Li                                                     Director                                          No
                Ltd.                                                        2018

                                                           Director, GM
                Shenzhen Chuangke Park Investment Co.,                      30 December
Wen Li                                                     and legal                                         No
                Ltd.                                                        2021
                                                           representative

                Chengdu Xingjin Bailuwan Construction      Chairman of
Wen Li                                                                      7 July 2021                      No
                and Development Co., Ltd.                  the Board

                China Nanshan Development (Group) Co.,                      October 17,
Sun Minghui                                                Supervisor                                        No
                Ltd.                                                        2017

                Shenzhen Highway Passenger
Sun Minghui                                                Supervisor       June 16, 2017                    No
                Transportation Service Centre Co., Ltd.

                China Science And Technology
Sun Minghui                                                Supervisor       June 27, 2017                    No
                Development Co., Ltd.

                ULTRARICH INTERNATIONAL                                     November 11,
Sun Minghui                                                Director                                          No
                LIMITED                                                     2020

                                                                            November 11,
Sun Minghui     China Southern Fund Management Co., Ltd. Supervisor                         April 28, 2021   No
                                                                            2020

                Hubei SIHC Investment Development Co.,                      November 11,
Sun Minghui                                                Director                                          No
                Ltd.                                                        2020

                                                                            February 10,
Sun Minghui     Shenzhen Textile (Holdings) Co., Ltd.      Director                                          No
                                                                            2021

                Shenzhen Shenzhen-Hong Kong Science
                                                                            October 18,
Sun Minghui     and Technology Innovation Cooperation      Director                                          No
                                                                            2021
                Zone Development Co., Ltd.

                Shenzhen Sungang China Resources Land                       October 17,
Ren Wei                                                    Supervisor                                        No
                Development Co., Ltd.                                       2017

                                                                            November 19,
Li Yufei        Shenzhen Dapengwan Huaqiao Tomb            Director                                          No
                                                                            2015

Deng            Shenzhen Leaguer Co., Ltd.                 Director         15 June 2020                     No


                                                              50
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                          Annual Report 2021


Kangcheng

                                                                                 4 November
Wei Hanping      Shenzhen Talents Housing Group Co., Ltd. Director                                            No
                                                                                 2021

                 Shenzhen Special Zone Construction                              4 November
Wei Hanping                                                     Director                                      No
                 Engineering Group Co., Ltd.                                     2021

                                                                                 December 2,
Kang Xiaoyue     Beijing Weiheng (Shenzhen) Law Firm            Senior partner                                Yes
                                                                                 2019

                 Dahua Certified Public Accountants                              December 1,
He Zuowen                                                       Partner                                       Yes
                 (Special General Partnership)                                   2002

                                                                Chairman of      December 1,
He Zuowen        Shenzhen Tianye Tax Agency Co., Ltd.                                                         Yes
                                                                the Board        2008

                                                                Independent
He Zuowen        Shenzhen JPT Opto-Electronics Co., Ltd.                         June 1, 2017                 Yes
                                                                director

                                                                Independent
He Zuowen        Shenzhen Textile (Holdings) Co., Ltd.                           July 19, 2017                Yes
                                                                director

                                                                Independent
He Zuowen        Shenzhen Bioeasy Biotechnology Co., Ltd.                        October 1, 2017              Yes
                                                                director

                                                                Independent      October 11,
He Zuowen        Shenzhen Tongyi Industry Co., Ltd.                                                           Yes
                                                                director         2018

                                                                Associate
                                                                                 December 1,
Mi Xuming        Shenzhen University                            professor and                                 Yes
                                                                                 2009
                                                                master tutor

                                                                Independent
Mi Xuming        ChinaLin Securities Co., Ltd.                                   April 10, 2017               Yes
                                                                director

                 Shenzhen Farben Information Technology         Independent      January 29,
Mi Xuming                                                                                                     Yes
                 Co., Ltd.                                      director         2021

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


3. 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.




                                                                  51
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                       Annual Report 2021


Remuneration of directors, supervisors and senior management for the Reporting Period
                                                                                                               Unit: RMB’0,000

                                                                                           Total before-tax
                                                                                                                    Any
                                                                         Incumbent/Forme    remuneration
        Name             Office title          Gender           Age                                             remuneration
                                                                                  r           from the
                                                                                                              from related party
                                                                                              Company

                   Chairman of the
Liu Zhengyu                             Male                          52 Incumbent                            Yes
                   Board

Tang Xiaoping      Director and GM Male                               52 Incumbent                   122.22 No

Deng Kangcheng Director                 Male                          56 Incumbent                   109.43 No

Wang Jianfei       Director and CFO Male                              49 Incumbent                       9.63 No

Wen Li             Director             Female                        53 Incumbent                            Yes

Sun Minghui        Director             Male                          41 Incumbent                            Yes

                   Independent
Kang Xiaoyue                            Male                          58 Incumbent                        8.4 No
                   director

                   Independent
He Zuowen                               Male                          60 Incumbent                        8.4 No
                   director

                   Independent
Mi Xuming                               Male                          47 Incumbent                        8.4 No
                   director

                   Chairman of the
Li Lian            Supervisory          Female                        55 Incumbent                   101.70 No
                   Committee

Ren Wei            Supervisor           Male                          42 Incumbent                            Yes

Li Yufei           Supervisor           Female                        44 Incumbent                            Yes

Feng Hongwei       Supervisor           Male                          51 Incumbent                    63.15 No

Lin Jun            Supervisor           Female                        53 Incumbent                    63.15 No

Wei Hanping        Vice GM              Female                        56 Incumbent                   105.31 No

Zhang Hongwei      Vice GM              Male                          56 Incumbent                    98.46 No

                   Secretary of the
Luo Yi                                  Male                          48 Incumbent                    65.62 No
                   Board

Zhao Zhongliang Director and CFO Male                                 52 Former                       80.77 No

Total                         --                 --             --                --                 844.64           --


VI Performance of Duty by Directors in the Reporting Period

1. Board Meeting Convened during the Reporting Period


               Meeting                    Date of the meeting           Disclosure date        Index to disclosed information



                                                                52
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.       Annual Report 2021


                                                                               Announcement on Resolutions
                                                                               of the 60th Meeting of the 7th
                                                                               Board of Directors (No.:
The 60th Meeting of the 7th Board
                                    19 March 2021             20 March 2021    2021-004) disclosed on China
of Directors
                                                                               Securities Journal, Securities
                                                                               Times, Ta Kung Pao and
                                                                               www.cninfo.com.cn.

                                                                               Announcement on Resolutions
                                                                               of the 61st Meeting of the 7th
                                                                               Board of Directors (No.:
The 61st Meeting of the 7th Board
                                    28 April 2021             29 April 2021    2021-012) disclosed on China
of Directors
                                                                               Securities Journal, Securities
                                                                               Times, Ta Kung Pao and
                                                                               www.cninfo.com.cn.

                                                                               Announcement on Resolutions
                                                                               of the 62nd Meeting of the 7th
                                                                               Board of Directors (No.:
The 62nd Meeting of the 7th Board
                                    30 April 2021             6 May 2021       2021-018) disclosed on China
of Directors
                                                                               Securities Journal, Securities
                                                                               Times, Ta Kung Pao and
                                                                               www.cninfo.com.cn.

                                                                               Announcement on Resolutions
                                                                               of the 63rd Meeting of the 7th
                                                                               Board of Directors (No.:
The 63rd Meeting of the 7th Board
                                    30 June 2021              1 July 2021      2021-023) disclosed on China
of Directors
                                                                               Securities Journal, Securities
                                                                               Times, Ta Kung Pao and
                                                                               www.cninfo.com.cn.

                                                                               Announcement on Resolutions
                                                                               of the 64th Meeting of the 7th
                                                                               Board of Directors (No.:
The 64th Meeting of the 7th Board
                                    20 August 2021            21 August 2021   2021-027) disclosed on China
of Directors
                                                                               Securities Journal, Securities
                                                                               Times, Ta Kung Pao and
                                                                               www.cninfo.com.cn.

                                                                               Announcement on Resolutions
                                                                               of the 65th Meeting of the 7th
                                                                               Board of Directors (No.:
The 65th Meeting of the 7th Board
                                    27 August 2021            28 August 2021   2021-028) disclosed on China
of Directors
                                                                               Securities Journal, Securities
                                                                               Times, Ta Kung Pao and
                                                                               www.cninfo.com.cn.



                                                             53
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                          Annual Report 2021


                                                                                                                  Announcement on Resolutions
                                                                                                                  of the 66th Meeting of the 7th
                                                                                                                  Board of Directors (No.:
The 66th Meeting of the 7th Board
                                         22 September 2021                  23 September 2021                     2021-033) disclosed on China
of Directors
                                                                                                                  Securities Journal, Securities
                                                                                                                  Times, Ta Kung Pao and
                                                                                                                  www.cninfo.com.cn.

                                                                                                                  Announcement on Resolutions
                                                                                                                  of the 67th Meeting of the 7th
                                                                                                                  Board of Directors (No.:
The 67th Meeting of the 7th Board
                                         19 October 2021                    20 October 2021                       2021-042) disclosed on China
of Directors
                                                                                                                  Securities Journal, Securities
                                                                                                                  Times, Ta Kung Pao and
                                                                                                                  www.cninfo.com.cn.

                                                                                                                  Announcement on Resolutions
                                                                                                                  of the 68th Meeting of the 7th
                                                                                                                  Board of Directors (No.:
The 68th Meeting of the 7th Board
                                         25 October 2021                    26 October 2021                       2021-044) disclosed on China
of Directors
                                                                                                                  Securities Journal, Securities
                                                                                                                  Times, Ta Kung Pao and
                                                                                                                  www.cninfo.com.cn.

                                                                                                                  Announcement on Resolutions
                                                                                                                  of the 69th Meeting of the 7th
                                                                                                                  Board of Directors (No.:
The 69th Meeting of the 7th Board
                                         13 December 2021                   14 December 2021                      2021-049) disclosed on China
of Directors
                                                                                                                  Securities Journal, Securities
                                                                                                                  Times, Ta Kung Pao and
                                                                                                                  www.cninfo.com.cn.


2. Attendance of Directors at Board Meetings and General Meetings


                                     Attendance of directors at board meetings and general meetings

                    Total number                                Board                                               The director
                                                                                 Board
                      of board               Board             meetings                             Board          failed to attend
                                                                                meetings                                               General
                    meetings the            meetings          attended by                       meetings the             two
     Director                                                                   attended                                               meetings
                     director was          attended on          way of                          director failed     consecutive
                                                                                through a                                              attended
                      eligible to             site           telecommunica                        to attend       board meetings
                                                                                 proxy
                        attend                                   tion                                                 (yes/no)

Liu Zhengyu                         10                   5                  5               0                  0 No                                4

Tang Xiaoping                       10                   5                  5               0                  0 No                                4

Deng Kangcheng                      10                   5                  5               0                  0 No                                4




                                                                          54
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                  Annual Report 2021


Wang Jianfei                      3                 1                2               0                   0 No                                   1

Wen Li                            10                3                7               0                   0 No                                   1

Sun Minghui                       10                5                5               0                   0 No                                   2

Kang Xiaoyue                      10                5                5               0                   0 No                                   4

He Zuowen                         10                2                8               0                   0 No                                   4

Mi Xuming                         10                5                5               0                   0 No                                   4

Zhao Zhongliang                   7                 4                3               0                   0 No                                   2

Why any independent director failed to attend two consecutive board meetings:
Not applicable


3. Objections Raised by Directors on Matters of the Company

Indicate by tick mark whether any directors raised any objections on any matter of the Company.
□ Yes √ No
No such cases in the Reporting Period.


4. Other Information about the Performance of Duty by Directors

Indicate by tick mark whether any suggestions from directors were adopted by the Company.
√ Yes □ No
Suggestions from directors adopted or not adopted by the Company:

During the Reporting Period, all directors of the Company performed their duties diligently and conscientiously.
They thoroughly mastered the Company’s production and operation, internal control, and standardized operation,
and put forward relevant opinions on the Company’s major governance and operation decisions based on their
professional advantages. These opinions were fully communicated and discussed among the directors before
forming consensus, which effectively promoted scientific and objective decision-making by the Board of Directors,
and helpfully safeguarded the legitimate rights and interests of the Company and all shareholders.

VII Performance of Duty by Specialized Committees under the Board in the Reporting Period

                                                                                                                                      Details
                                                                                                                          Other
                                  Number                                                                                              about
                                                                                                                        informatio
                                       of                                                                                             issues
                                                                                      Important opinions and             n about
  Committee        Members        meetings     Convened date         Content                                                           with
                                                                                          suggestions raised               the
                                  convene                                                                                            objection
                                                                                                                        performan
                                       d                                                                                                 s
                                                                                                                        ce of duty
                                                                                                                                     (if any)

Strategic        Liu Zhengyu,                                  Deliberation on It        is   believed    that    the
Committee of     Tang Xiaoping,                                the       acquisition Company’s acquisition of
                                            1 30 April 2021
the Board of     Wen Li, Mi                                    of 51% equity 51%              equity   interest    in
Directors        Xuming, Kang                                  interest          in Guangdong Jianbang Group


                                                                 55
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                      Annual Report 2021


               Xiaoyue                                       Guangdong           (Huiyang) Industrial Co.,
                                                             Jianbang Group Ltd. will effectively increase
                                                             (Huiyang)           the Company’s land reserve
                                                             Industrial   Co., resources,               which         is
                                                             Ltd.                conducive to the sustainable
                                                                                 development              of         the
                                                                                 Company in the future; the
                                                                                 project has good economic
                                                                                 benefits, is conducive to
                                                                                 enhancing the Company’s
                                                                                 future business performance
                                                                                 and profitability, and is in
                                                                                 line with the interests of the
                                                                                 Company                and          all
                                                                                 shareholders.

                                                                                 It    is    believed         that   the
                                                                                 Company has chosen and
                                                                                 applied                 appropriate
                                                                                 accounting           policies       and
                                                                                 made reasonable accounting
                                                                                 estimates       in      accordance
                                                                                 with the provisions of the
                                                                                 new Accounting Standards
                                                                                 for    Business         Enterprises.
                                                             Deliberation on
                                                                                 The Company has always
                                                             the Company’s
                                           20 January 2021                       been cautious about changes
                                                             2020    financial
                                                                                 in accounting policies and
                                                             statements
                                                                                 accounting estimates. There
Audit
               He Zuowen,                                                        is no use or abuse of
Committee of
               Sun Minghui,            4                                         changes         in      accounting
the Board of
               Mi Xuming                                                         policies        or      accounting
Directors
                                                                                 estimates to adjust profits.
                                                                                 The        financial     statements
                                                                                 prepared by the Company
                                                                                 are true and reliable with
                                                                                 complete contents.

                                                                                 It    is    believed         that   the
                                                             Deliberation on
                                                                                 Company’s 2020 financial
                                                             the preliminary
                                                                                 statements           prepared       by
                                                             audit opinions of
                                                                                 Grant        Thornton           China
                                           16 March 2021     Grant Thornton
                                                                                 (LLP)        comply       with      all
                                                             China (LLP) on
                                                                                 provisions              of          the
                                                             the Company’s
                                                                                 Accounting Standards for
                                                             2020    financial
                                                                                 Business Enterprises, and

                                                               56
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                  Annual Report 2021


                                                           statements           truly       and       completely
                                                                                represent    the      Company’s
                                                                                financial position as of 31
                                                                                December 2020              and    its
                                                                                operating results and cash
                                                                                flows for the year 2020 in
                                                                                all material respects.

                                                           Deliberation on
                                                           the summary of
                                                                                It is believed that Grant
                                                           the 2020 audit
                                                                                Thornton China (LLP) has
                                                           service provided
                                        19 March 2021                           completed the audit of the
                                                           by           Grant
                                                                                Company’s 2020 financial
                                                           Thornton China
                                                                                statements well.
                                                           (LLP) for the
                                                           Company

                                                                                It is believed that Grant
                                                                                Thornton          China      (LLP)
                                                                                (hereinafter referred to as
                                                                                “Grant               Thornton”)
                                                                                possesses          independence,
                                                                                professional        competence,
                                                                                the     ability      to     protect
                                                                                investors,          and          the
                                                                                experience and capability of
                                                                                providing audit services for
                                                                                listed companies. During the
                                                                                audit of the Company’s
                                                                                2020 financial statements
                                                           Deliberation on
                                                                                and internal control, Grant
                                                           the    proposed
                                        25 June 2021                            Thornton       was        able    to
                                                           renewal of the
                                                                                earnestly perform its duties
                                                           audit firm
                                                                                in    accordance          with   the
                                                                                requirements of the auditing
                                                                                standards and the Basic
                                                                                Code for Internal Control of
                                                                                Enterprises.                       It
                                                                                independently,        objectively
                                                                                and fairly evaluated the
                                                                                Company’s                 financial
                                                                                position      and         operating
                                                                                results,           demonstrating
                                                                                occupational        ethics       and
                                                                                professional        competence.
                                                                                Therefore, it is proposed to

                                                             57
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                         Annual Report 2021


                                                                                      the Company’s Board of
                                                                                      Directors        that             Grant
                                                                                      Thornton should be renewed
                                                                                      as the auditing agency for
                                                                                      the        Company’s             2021
                                                                                      financial      statements          and
                                                                                      internal control.

                                                                                      It    is   believed        that     the
                                                                                      remuneration
                                                           Deliberation on decision-making procedures
                                                           the              annual for the Company’s directors,
                                                           remuneration of supervisors                     and      senior
Remuneration                                               directors,                 management are compliant,
                Mi Xuming,
and Appraisal                                              supervisors and the remuneration payment
                Zhao
Committee of                           1 19 March 2021     senior                     standards for the Company’s
                Zhongliang, He
the Board of                                               management as directors, supervisors and
                Zuowen
Directors                                                  disclosed in the senior management are in
                                                           Company’s                 line with the regulations of
                                                           2020             annual the remuneration system,
                                                           report                     and that the remuneration
                                                                                      disclosed in the 2020 annual
                                                                                      report is true and accurate.

                                                                                      It is believed that Mr. Wang
                                                                                      Jianfei is not involved in the
                                                                                      circumstances stipulated in
                                                                                      Article 146 of the Company
                                                                                      Law that prohibit him from
                                                                                      serving as a director or a
                                                                                      senior               management
                                                                                      member, has never received
                                                           Deliberation on
                                                                                      punishment by the China
                                                           the nomination
Nomination      Kang Xiaoyue,                                                         Securities             Regulatory
                                                           of        Mr.    Wang
Committee of    Deng                       14 September                               Commission           and          other
                                       1                   Jianfei         as   the
the Board of    Kangcheng, He              2021                                       relevant       authorities           or
                                                           Company’s
Directors       Zuowen                                                                disciplinary action by the
                                                           director             and
                                                                                      stock exchange, has not
                                                           CFO
                                                                                      been placed on file for
                                                                                      investigation        by      judicial
                                                                                      organs for suspected crimes
                                                                                      or    placed     on        file     for
                                                                                      inspection by the China
                                                                                      Securities             Regulatory
                                                                                      Commission for suspected
                                                                                      violations      of     laws        and

                                                                58
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                              Annual Report 2021


                                                                            regulations,        is     not      a
                                                                            defaulter, is not a person
                                                                            held liable or punished for
                                                                            dishonesty,       and     has     the
                                                                            qualifications required by
                                                                            relevant                        laws,
                                                                            administrative       regulations,
                                                                            departmental         rules,      and
                                                                            normative documents. It is
                                                                            agreed     that      Mr.       Wang
                                                                            Jianfei           may             be
                                                                            recommended              as       the
                                                                            Company’s        director       and
                                                                            CFO and that the relevant
                                                                            proposal          should          be
                                                                            submitted      to        the     66th
                                                                            Meeting of the 7th Board of
                                                                            Directors of the Company
                                                                            for deliberation.


VIII Performance of Duty by the Supervisory Committee

Indicate by tick mark whether the Supervisory Committee found any risk to the Company during its supervision in the Reporting
Period.
□ Yes √ No
The Supervisory Committee raised no objections in the Reporting Period.


IX Employees

1. Number, Functions and Educational Backgrounds of Employees


Number of in-service employees of the Company as the parent at
                                                                                                                             109
the period-end

Number of in-service employees of major subsidiaries at the
                                                                                                                            1,469
period-end

Total number of in-service employees at the period-end                                                                      1,578

Total number of paid employees in the Reporting Period                                                                      1,575

Number of retirees to whom the Company as the parent or its
                                                                                                                               0
major subsidiaries need to pay retirement pensions

                                                           Functions

                            Function                                                       Employees

Production                                                                                                                   950


                                                               59
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                             Annual Report 2021


Sales                                                                                                                              79

Technical                                                                                                                        422

Financial                                                                                                                          53

Administrative                                                                                                                     74

Total                                                                                                                          1,578

                                                      Educational backgrounds

                             Category                                                           Number

Doctors                                                                                                                             1

Masters                                                                                                                            15

Bachelors                                                                                                                        175

College graduates                                                                                                                214

Technical secondary school graduates                                                                                               88

High school graduates and below                                                                                                1,085

Total                                                                                                                          1,578


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


X Profit Distributions (in the Form of Cash and/or Stock)

How the profit distribution policy, especially the cash dividend policy, was formulated, executed or revised in the Reporting Period:
□ Applicable √ Not applicable
Indicate by tick mark whether the Company fails to put forward a cash dividend proposal for shareholders despite the facts that the
Company has made profits in the Reporting Period and the profits of the Company as the parent distributable to shareholders are
positive.
□ Applicable √ Not applicable


                                                                  60
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                  Annual Report 2021


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)                                                                                  0.88

Total shares as the basis for the profit distribution                                                                      1,011,660,000
proposal (share)

Cash dividends (RMB) (tax inclusive)                                                                                       89,026,080.00

Cash dividends in other forms (such as share
                                                                                                                                    0.00
repurchase) (RMB)

Total cash dividends (including those in other
                                                                                                                           89,026,080.00
forms) (RMB)

Distributable profit (RMB)                                                                                                220,836,309.93

Total cash dividends (including those in other
                                                                                                                                  100%
forms) as % 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 2021 was reviewed and approved by the 71 st Meeting of the 7th Board of Directors held on 17 March
2022, and intended to be submitted to The 2021 Annual General Meeting for review. Based on the total 1,011,660,000 shares of the
Company as at 31 December 2021, a cash dividend of RMB0.88 (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.


XI Equity Incentive Plans, Employee Stock Ownership Plans or Other Incentive Measures for
Employees

□ Applicable √ Not applicable
No such cases in the Reporting Period.


XII Establishment and Execution of the Internal Control System for the Reporting Period

1. Establishment and Execution of the Internal Control System

The Company has established a relatively complete and continuously effective internal control system, and has
carried out internal control evaluation in accordance with the internal control matrix and documents. In accordance
with the requirements of the standard system for enterprise internal control and relevant regulations, the Company
has maintained effective internal control over financial reporting in all material respects. No major deficiencies in
internal control not related to financial reporting have been found, and no factors affecting the evaluation conclusion


                                                                    61
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                Annual Report 2021


of internal control effectiveness have occurred. At the same time, the Company attaches great importance to the
regulation and steering role of the big supervision system. By holding joint supervision meetings and carrying out
key supervision and inspection, the Company has promoted the standardization level improvement of relevant
management work. No major violations of regulations and disciplines have been found. In the future, the Company
will continue to develop internal control in a standardized manner and strengthen the supervision and inspection of
internal control in order to promote the healthy and sustainable development of the Company.

2. Material Internal Control Weaknesses Identified for the Reporting Period

□ Yes √ No


XIII Management and Control over Subsidiaries by the Company for the Reporting Period

                                             Integration                        Countermeasures     Settlement         Follow-up
    Subsidiary      Integration plan                                  Problem
                                               progress                               taken             progress     settlement plan

                                          Jianbang Group
                                          has been included
                                          in the scope of the
                                          Company’s
                                          consolidated
                                          statements. The
                   During the
                                          construction for
                   Reporting Period,
                                          Linxinyuan
                   the Company
                                          Project developed
Guangdong          acquired 51%
                                          by the Company
Jianbang Group     equity interest in
                                          was successfully
(Huiyang)          Jianbang Group.                              N/A             N/A               N/A               N/A
                                          resumed at the
Industrial Co.,    The equity
                                          end of June 2021,
Ltd.               registration
                                          and the Phase I
                   change was
                                          was pre-sold in
                   completed in
                                          mid-December.
                   mid-May 2021.
                                          At present, the
                                          company’s
                                          operation and
                                          management are
                                          being carried out
                                          as planned.


XIV Internal Control Self-Evaluation Report or Independent Auditor’s Report on Internal
Control

1. Internal Control Self-Evaluation Report


Disclosure date of the internal control         18 March 2022


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                   Annual Report 2021


self-evaluation report

Index to the disclosed internal control
                                                2021 Internal Control Self-Evaluation Report on www.cninfo.com.cn
self-evaluation report

Evaluated entities’ combined assets as % of
                                                                                                                                                 85.58%
consolidated total assets

Evaluated entities’ combined operating
revenue as % of consolidated operating                                                                                                           99.16%
revenue

                                          Identification standards for internal control weaknesses

                                                Weaknesses in internal control over financial        Weaknesses in internal control not
                   Type
                                                                  reporting                            related to financial reporting

                                                                                                The     criterion        of      quality        of    the
                                                                                                recognition of defects of internal control
                                                                                                in the non-financial statements mainly
                                                                                                were    order       of        severity     of     defect
                                                                                                involving business nature, the direct                  or
                                                                                                potential negative influence nature and
                                                                                                the influence scope and other factors. If
                                                The Company in line with the actual the follows events or indicators occur,
                                                situation, when the follows events or there may be serious or important defects
                                                indications happen, which means there of internal control in the non-financial
                                                probably existing serious or important statements:(1)                     Lack             democratic
                                                defects in the financial report; (1) the decision-making                      process,      if       lack
                                                directors, supervisors and senior executives significant        problem           decision-making,
                                                were fraud. (2) Certified Public Accountant important        appointment and dismissal of
                                                find that there is a significant error in the cadres, significant project investment
Nature standard
                                                financial report, however, the internal control decision-making; usage of large capital
                                                did not discover it when conducting internal (three       important,            one      large);      (2)
                                                control; (3) The Audit Committee under the Unscientific decision-making process,
                                                Board    and    Internal        Audit   Service's such as the major decision-making
                                                supervision to the internal control is invalid. errors, has caused a serious property loss
                                                (4) The accounting personnel were without to the company; (3) Seriously violating
                                                necessary    qualities     to     complete   the state laws and regulations; (4) Loss of
                                                preparation of financial statements.            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.

Quantitative standard                           Serious defects: the defects, or defect group The       criterion        of     quantity        of    the


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                   Annual Report 2021


                                                may       lead   to    the   financial    results recognition of defects of internal control
                                                misstatement or potential losses >3% of net in the non-financial statements mainly
                                                assets;    important    defects:   1%    of   net were amount of direct economy losses, in
                                                assets