ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE &
PROPERTIES (GROUP) CO., LTD.
ANNUAL REPORT 2022
2023-010
【March 2023】
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
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 manage ment 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.
Tang Xiaoping, the Company’s General Manager, Wang Jianfei, the Company’s Chief Financial
Officer, and Qiao Yanjun, head of the Company’s financial departme nt (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 arrange ments for the future
me ntioned in this Report and its summary, the imple mentation 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 Board has approved a final dividend plan as follows: based o n the total share capital of
1,011,660,000 shares, a cash dividend of RMB0.61 (tax inclusive) per 10 shares is to be distributed
to the shareholders, with no bonus issue from either profit or capital reserves.
This Report and its summary have been prepared in both Chinese and English. Should there be
any discrepancies or misunderstandings between the two versions, the Chinese versions shall
prevail.
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
Table of Contents
Part I Important Notes, Table of Contents and Definitions .................................................................. 2
Part II Corporate Information and Key Financial Information........................................................... 6
Part III Manage ment Discussion and Analysis..................................................................................... 10
Part IV Corporate Governance .............................................................................................................. 30
Part V Environme ntal and Social Responsibility ................................................................................. 47
Part VI Significant Events ...................................................................................................................... 48
Part VII Share Changes and Shareholder Information....................................................................... 56
Part VIII Preference Shares ................................................................................................................... 62
Part IX Bonds........................................................................................................................................... 63
Part X Financial Statements ................................................................................................................... 64
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
Documents Available for Reference
1. The financial statements with the personal signatures and stamps of the Company’s general manager,
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.
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
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. and
The “Company”, the “Group”, “SPG” or “we”
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.
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
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@sfjt.sihc.com.cn
II Contact Information
Board Secretary Securities Representative
Name Luo Yi Hong Lu
47/F, SPG P laza, Renmin South Road, 47/F, SPG P laza, 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@sfjt.sihc.com.cn spg@sfjt.sihc.com.cn
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/)
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
Change to principal activity of the
No change
Company since going public (if any)
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
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
2022-over-2021
2022 2021 2020
change (%)
Operating revenue
(RMB) 634,384,561.42 1,320,790,648.45 -51.97% 1,615,009,713.88
Net profit attributable to
the listed company’s 153,718,805.57 220,836,309.93 -30.39% 290,229,772.23
shareholders (RMB)
Net profit attributable to
the listed company’s
shareholders before 21,160,405.11 208,306,710.37 -89.84% 253,595,334.11
exceptional gains and
losses (RMB)
Net cash generated
from/used in operating -675,775,998.76 -1,205,952,107.94 43.96% 285,164,013.17
activities (RMB)
Basic earnings per share
(RMB/share) 0.1519 0.2183 -30.42% 0.2869
Diluted earnings per
share (RMB/share) 0.1519 0.2183 -30.42% 0.2869
Weighted average return
on equity (%) 3.88% 5.72% -1.84% 7.81%
Change of 31
31 December 2022 31 December 2021 December 2022 over 31 December 2020
31 December 2021 (%)
Total assets (RMB) 5,689,769,802.18 6,182,498,050.43 -7.97% 4,936,916,746.74
Equity attributable to the
listed company’s 4,004,240,547.70 3,938,260,291.97 1.68% 3,797,512,488.22
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
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
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
2022 2021 Ending amount Beginning amount
Under CAS 153,718,805.57 220,836,309.93 4,004,240,547.70 3,938,260,291.97
Adjusted as per IFRS
Under IFRS 153,718,805.57 220,836,309.93 4,004,240,547.70 3,938,260,291.97
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 272,594,952.10 93,589,546.80 160,169,563.23 108,030,499.29
Net profit attributable to the
listed company’s shareholders 162,278,083.59 -17,149,753.45 -20,007,368.55 28,597,843.98
Net profit attributable to the
listed company’s shareholders
before exceptional gains and 37,225,453.61 -20,086,291.05 -20,271,993.00 24,293,235.55
losses
Net cash generated from/used in
operating activities -461,062,516.92 -87,052,626.42 -62,497,846.24 -65,163,009.18
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 2022 2021 2020 Note
Mainly due to income
Gain or loss on disposal of non-current
from disposal of
assets (inclusive of impairment 161,542,599.57 -13,451.61 11,429.23
allowance write-offs) interest in subsidiary in
2022
Government subsidies charged to
current profit or loss (exclusive of
government subsidies consistently given Government grants
in the Company’s ordinary course of 559,803.19 1,669,479.40 3,370,769.21
received
business at fixed quotas or amounts as
per government policies or standards)
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
Change in fair value of
Gain or loss on assets entrusted to other monetary fund
entities for investment or management 9,129,650.51 13,024,710.91 15,217,058.60
investments and return
on investment
Debt restructuring
Gain or loss on debt restructuring 2,610,128.31
income
Reversed portions of impairment
allowances for receivables which are 482,790.04
tested individually for impairment
Non-operating income and expense
other than the above 1,094,190.56 1,542,604.01 29,009,657.60
Other gains and losses that meet the
definition of exceptional gain/loss 1,237,002.86
Less: Income tax effects 41,451,680.41 4,176,533.19 12,211,479.38
Non-controlling interests effects
(net of tax) 926,291.27
Total 132,558,400.46 12,529,599.56 36,634,438.12 --
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 2022
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.
The real estate sector embraced a policy recovery in 2022, thanks to a constant number of favorable policies introduced
by the regulatory authorities to advance the sound and steady development of the real estate market. Specifically, the
combo of policies focusing on three financing channels, namely credit, bonds, and equities, was put in place in
November, re-opening the refinancing channels for the listed real estate enterprises and listed enterprises engaged in
real estate business, which was expected to relieve the financial pressure on the real-estate enterprises. Concurrently,
cities across China implemented policies based on local conditions. To restore house purchasers’ confidence, the
government decreased the downpayment percentage and house loan interest rate and increased the provident fund loan
limit. Finally, the policies’ effectiveness gradually manifested.
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 Regula tory Guideline
No. 3 of the Shenzhen Stock Exchange for Listed Companies—Industry-specific Information Disclosure.
The Company primarily develops residential properties. During the Reporting Period, it had six available-for-sale
projects, which are mainly located in Shenzhen, Huizhou and Shantou. They are: the Chuanqi Donghu Mingyuan
project and the Cuilinyuan project in Shenzhen, the Linxinyuan Phase I project located in a place in Huizhou that is
close to Shenzhen, and the Tianyuewan project, the Yuejing Dongfang project and the Jinyedao project in Shantou. In
addition, the Company had two under-construction projects, i.e. the Guangmingli project in Guangming District,
Shenzhen, and the Linxinyuan project located in a place in Huizhou that is close to Shenzhen.
New additions to the land bank:
Considerati
Floor area Total land on of the
Name of Site area with plot How the The
Planned price Company’s
land lot or Location ratio land is Company’s
use of land （㎡） (RMB’0,00 interest
project obtained interest
（㎡） 0) (RMB’0,00
0)
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
Total 10.70 26.40 26.40
Development status of major projects:
Plann Floor Cumu Expec Cumu
The
Time for Site ed area lativel ted lative
Co %
City/ Name commenc % area floor compl y total invest
Locat mpa deve
regio of Status ement of constr area eted compl invest ment
ion ny’s lope （㎡
n project constructi ucted with in the eted ment (RMB
inte d ）
on plot Curre floor (RMB ’0,000
rest
ratio nt area ’0,000 )
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
（㎡ Period （㎡ )
） （㎡ ）
）
Frame
Linxin work
Huiz Huiy 51.0 11 June 94.00 64,27 159,7 115,7 109,1
yuan in 94%
hou ang 0% 2021 % 8 61 50 27
Phase I constr
uction
Guan Found
SPG gmin ation 100. 19
Shen 70.00 10,72 53,60 151,7 106,8
Guang g pit 00 January 70%
zhen % 1 5 58 76
mingli Distri being % 2022
ct built
Sales status of major projects:
Pre-
Floor Pre-
sale/sa
Cumul area Floor sale/sa
les
Floor Floor atively pre- area les
revenu Cumul
area area pre- sold/so settled revenu
The e atively
with availab sold/so ld in in the e
Compa genera settled
City/re Name of Locati plot le for ld the Curren settled
Status ny’s te in floor
gion project on ratio sale floor Curren t in the
interes the area
area t Period Curren
t （㎡ （㎡ Curren
Period (㎡) t
） ） （㎡ t （㎡
Period
） （㎡ Period ） (RMB’
） (RMB’
0,000)
0,000)
Chuanqi
Luohu Read
Shenz Donghu 100.00
Distric y for 55,727 32,857 32,663 246 1,606 32,663 2,651 16,166
hen Mingyu %
t sale
an
Longg
Read
Shenz Cuilinyu ang 100.00
y for 60,111 56,137 52,884 915 2,755 52,884 915 2,469
hen an Distric %
sale
t
Chaoy
Tianyue Read
Shanto ang 100.00 153,47 160,37 114,88 101,65
wan y for 4,998 2,844 9,131 4,793
u Distric % 0 2 4 5
Phase I sale
t
Chaoy
Tianyue Read
Shanto ang 100.00 127,77 137,05
wan y for 28,271 11,580 6,537 25,512 13,995 7,295
u Distric % 0 9
Phase II sale
t
Huiya
Linxiny On
Huizh ng 51.00 159,76 159,76
uan pre- 2,792 2,236 2,558
ou Distric % 1 1
Phase I sale
t
Rental status of major projects:
Cumulative
Name of The Company’s Rentable area Average
Location Use rented area
project interest （㎡） occupancy rate
（㎡）
Real Estate Shenzhen Commercial
Mansion 100.00% 3,413.88 2,436.60 71.37%
North Tower of Shenzhen Commercial
Guoshang 100.00% 4,819.71 4,819.71 100.00%
Mansion
Petrel Building Shenzhen Commercial 100.00% 22,475.47 22,475.47 100.00%
SPG Plaza Shenzhen Office building 100.00% 61,005.82 30,523.92 50.03%
Podium of SPG Shenzhen Commercial
Plaza 100.00% 19,896.30 16,123.49 81.04%
Wenjin Garden Shenzhen Commercial 100.00% 3,531.60 3,531.60 100.00%
Primary land development:
□ Applicable Not applicable
Financing channels:
Financing Ending balance Financing cost Maturity structure
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
channel of financings range/average financing 2-3
cost Within 1 year 1-2 years Over 3 years
years
Bank loans 60,366,770.99 4.15%-4.20% 6,105,770.99 54,261,000.00
Total 60,366,770.99 6,105,770.99 54,261,000.00
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 amount (RMB’
Project Guarantee period Note
0,000)
Until the property ownership certificate is registered as collateral and
Shanglinyuan 107.49
handed over to bank for keeping
Cuilinyuan Until the property ownership certificate is registered as collateral and
2,174.37
handed over to bank for keeping
Chuanqi Donghu Until the property ownership certificate is registered as collateral and
Mingyuan handed over to bank for keeping 1,820.33
Tianyuewan Until the property ownership certificate is registered as collateral and
handed over to bank for keeping 36,056.20
Total 40,158.39
Joint investments by directors, supervisors and senior management and the listed company (applicable for such investments whe re the
directors, supervisors and senior management are the major source of investment):
Applicable □ Not applicable
As % of As % of the Compatibilit
Cumulativ
Investment total peak of Disinvestm y of actual
Project Type of investor e returns
amount (RMB) investmen project ent investment
(RMB)
t funds and returns
Director, supervisor
or senior
Linxinyuan 8,950,000.00 39.25% 0.90% 0.00 N/A N/A
management of 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 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.
The Company has been granted the titles of “Socially Responsible Company” and “Honest (Quality) Company”
in the real estate sector of Shenzhen for two consecutive years.
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
IV Core Business Analysis
1. Overview
In 2022, strictly following relevant laws, regulations, and the Company’s policies and adhering to the principle of being
responsible for all shareholders of the Company, the Board of Directors of the Company kept improving its corporate
governance capability and strictly implemented all resolutions of the Shareholders’ General Meeting, thereby operating
in a standard and efficient manner. All directors of the Company earnestly performed their duties and responsibilities
granted by shareholders, effectively safeguarding the legitimate rights and interests of the Company and its
shareholders.
A. Operating results of the Company
During the Reporting Period, the Company recorded operating revenue of RMB634.3846 million, down 51.97% year
on year; and a net profit attributable to shareholders of the Company as the parent of RMB153.7188 million, down
30.39% year on year. As of the end of the Reporting Period, equity attributable to shareholders of the Company as the
parent stood at RMB4,004.2405 million, representing an increase of RMB65.9803 million as compared to a year ago.
B. Review of Operations Management in 2022
Facing an increasingly complex external context and tougher reform and development tasks in 2022, the Company
conscientiously implemented the decisions and arrangements of the State-owned Assets Supervision and
Administration Commission of the People’s Government of Shenzhen Municipal (Municipal SASAC) and Shenzhen
Investment Holdings Co., Ltd. (SIHC). Concurrently, all SPG employees worked in unity and stayed determined to
improve operations management and advance various tasks in all respects. With all these unremitting efforts, a new
chapter in the high-quality development of the Group was written. Major work progress for the Reporting Period is as
follows:
a. Focusing on development projects, the Company achieved new progress in the core business
Project construction: By strengthening the coordination with municipally-owned enterprises, including Shenzhen
General Institute of Architectural and Research Co., Ltd., Shenzhen Water Planning & Design Institute Co., Ltd., and
Shenzhen Municipal Engineering Corp., the construction of the Guangmingli project progressed rapidly, with the
soldier piles, engineering piles, earthmoving, and anchor cable and breast beam works having been completed and the
floor underlayment and anti-floating anchors in construction. Additionally, the structures of Buildings 1 to 8 of
Linxinyuan Phase I and the basements of Phase II were completed.
Real estate sales: The Company strengthened project promotion through multiple channels for the purpose of customer
base expansion. It also accelerated the pace of destocking. As a result, Chuanqi Donghu Mingyuan and Cuilinyuan in
Shenzhen had only a few housing units left for sale. Concerning the Shantou Tianyuewan project, approximately 75%
of units in Phase I and 20% in Phase II were sold. Concurrently, the units in Linxinyuan that have been sold represent
approximately 3% of the total of the project. The sales area for the year totaled 20.1 thousand square meters, and the
new contracted sales reached RMB165 million.
Rental business: The Company took pronged measures to expand the customer source. As a result, it recorded
RMB53.8703 million in rental revenue for the year. Additionally, SPG Plaza was included among the “Buildings for
Shenzhen-Hong Kong Medical and Healthcare Specialty Industry”.
b. Focusing on the maintenance of stable safety protection, the Company newly consolidated the safety barrier
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
First, the Company fully assumed its principal responsibility for safe production by requiring all levels, ranging from
the Chairman to general employees, to sign the safe production responsibility letter, doing so to ensure that the safe
production accountability system for all employees would be thoroughly implemented. To this end, the Company
carried out 254 potential risk inspections throughout the year, with more than 1,000 potential risks inspected and
remedied. Additionally, 52 educational and training activities on safe production were organized in the year, providing
training for more than 2,800 employees. Thanks to these efforts, the line of defense for safe production was fully
strengthened, with no safety incidents occurring in the Group throughout the year. Second, the Company organized and
carried out work for public opinion management, complaint petition response, information publicity, cybersecurity, and
confidentiality management. As a result, no material negative public opinion incidents occurred during the Reporting
Period.
c. Focusing on guarantee services, the Company newly maintained the corporate stability
First, the Company renewed the liability insurance for directors, supervisors, and senior managers in 2022 to provide a
necessary guarantee for the performance of duties by directors, supervisors, and senior managers of the Company. It
purchased critical illness insurance and group accident supplementary medical insurance for employees to enhance
employees’ ability to resist risks. Second, the Company completed talent introduction for ten urgent positions, further
enhancing workforce development. Third, project financing was put in place. The development loan project of
RMB500 million for Chuanqi Real Estate Development was completed, fully guaranteeing project development and
operation. Fourth, accounts receivable management was strengthened, with RMB414 million of funds recovered in
total, guaranteeing the Company’s operation. Fifth, the Company fulfilled its tax obligation by laws and regulations. It
paid RMB619 million in taxes and got RMB132 million in tax rebates. Sixth, the Company upgraded its official
website and OA system, effectively improving its brand image and office efficiency.
d. Focusing on internal control and internal audit, the Company newly strengthened the operations
management
First, the Company prepared the key tasks for 2022 and decomposed business targets and key tasks. Additionally, it
held work meetings every month to make unified arrangements for the completion of key tasks and supervise the
implementation of these arrangements. Second, the Company proactively advanced the streamlining of its policies and
procedures. It drafted and revised eight policies for safe production and human resource management, further
standardizing its policy management system. Third, the Company completed the disclosure of 50 items on the
procurement platform and ten public bidding invitations in strict accordance with the procurement management
regulations. Fourth, the Company stepped up efforts at internal audit. It completed seven special audits and audits,
respectively. Fifth, contract review was strengthened. The Company reviewed 313 contracts throughout the year,
achieving a contract review rate of 100%. Concurrently, it properly dealt with 15 lawsuits. Sixth, the Company
attached great importance to the budget and settlement regarding major projects. Statistically, it prepared 17 budgets
and completed 21 settlement audits, and the reduction in the budget and settlement upon review reached RMB8.13
million.
e. Focusing on the affiliates, the Company added new impetus to its business development
First, market expansion: Zhentong Engineering recorded 43 contracted projects throughout the year, with the contract
value totaling RMB140 million. Petrel Hotel successfully achieved tourism transformation, and Floors 16, 19, and 28
of Petrel Building, with a combined area of 3,600 square meters, were successfully leased out. Huazhan Construction
Supervision secured the project supervision business of the Guangmingli project. Second, business management: Petrel
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
Hotel pushed ahead with “downsizing for efficiency” to strengthen workforce management and improve efficiency.
Zhentong Engineering advanced risk control in all respects and achieved positive progress in the recovery of funds for
construction projects that had been tied up and the notes receivable due. Huazhan Construction Supervision refined its
risk control system and strengthened on-site supervision to improve the quality and safety of construction projects.
Shantou branch improved its performance appraisal mechanism to motivate employees. Additionally, the Company
successfully completed the transfer of equities of Shenzhen Property Management and Yunnan Kunpeng Air Service
Co., Ltd. and properly handled complicated issues, such as the profit audit during the transition period and settlement
of legacy accounts receivable and payable. Existing real estate, including the land of Great Wall Estate Co., Inc. (U.S.)
and Guoshang Mansion, was listed on The Stock Exchange of Hong Kong Limited, marking a breakthrough in quality
and efficiency improvement.
f. Focusing on the leadership of Party building, the Company newly strengthened Party building
First, the implementation of the responsibilities for Party building was strengthened. Party organizations of the Group
thoroughly learned the guiding principles of the 20th National Congress of the Communist Party of China through the
“First Topics”. They adhered to the leadership of the guiding principles of the 20th National congress of the
Communist Party of China and elevated the leading role of Party organizations to a new high. Special remediation was
advanced strictly and rapidly, with 170 special remediation tasks on the list completed effectively and efficiently.
Additionally, the development of the “One Brand for One Enterprise” Party building brand was advanced on an
ongoing basis via the construction of the “Safe SPG Bright Project”. Moreover, the “massive learning, thorough
research, and full implementation” working mechanism was implemented. Specifically, 35 leadership members of the
Group conducted in-depth research at the paired enterprises. In the process, issues such as community-level Party
building and services for the community level were addressed. The “I do practical things for the masses” practical
activity was carried out regularly. Additionally, the renovation of Xiabei Village Primary School in Longdu Town,
Chenghai District, Shantou City and the helpful project of improving the learning and living environment of primary
school students in Longdu Town were completed according to the arrangements of the Party Committee of SIHC, fully
demonstrating the Company’s sense of responsibility as a state-owned enterprise.
Second, the constraint of rigorous Party self-governance was enhanced. The Company persevered with the “one
position and two responsibilities” system and arranged for the signature of the responsibility letter for improving Party
conduct and ensuring integrity to decompose and fully implement the responsibilities. It strictly practiced the principles
of the central Party leadership’s eight-point decision on improving conduct and implemented the regulations of the
superior unit regarding the holidays. Moreover, close attention was paid to the “pointless formalities, bureaucratism,
hedonism, and extravagance” issue tending to occur during major holidays to ensure the supervision of conduct
improvement during holidays. Additionally, the Integrity Education and Learning Activity Program was drafted and
issued to guide the educational and learning activities of the Group for the year. The implementation of the mandatory
integrity topic system in the Party branch’s learning activities was promoted to carry out practice integrity learning and
education from multiple perspectives and at multiple levels. By doing so, the “no desire to be corrupt” self-discipline
mechanism was further enhanced, and thus the ideological line of defense for integrity and self-discipline was
consolidated.
15
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
2. Revenue and Cost Analysis
(1) Breakdown of Operating Revenue
Unit: RMB
2022 2021
As % of total As % of total Change (%)
Operating revenue operating revenue Operating revenue operating revenue
(%) (%)
Total 634,384,561.42 100% 1,320,790,648.45 100% -51.97%
By operating division
Property sales 309,331,841.57 48.76% 876,161,088.60 66.34% -64.69%
Engineering and
construction 241,209,525.79 38.02% 200,259,571.16 15.16% 20.45%
Property
management 36,660,871.83 5.78% 162,526,580.18 12.31% -77.44%
Rental service 53,870,265.26 8.49% 81,791,161.56 6.19% -34.14%
Other 5,552,040.91 0.88% 15,776,937.12 1.19% -64.81%
Eliminated internal
transactions and -12,239,983.94 -1.93% -15,724,690.17 -1.19% 22.16%
accounts
By product category
Residential units 277,643,154.35 43.77% 875,153,000.99 66.26% -68.27%
Shops and parking
lots 31,688,687.22 5.00% 1,008,087.61 0.08% 3,043.45%
Other 337,292,703.79 53.17% 460,354,250.02 34.85% -26.73%
Eliminated internal
transactions and -12,239,983.94 -1.93% -15,724,690.17 -1.19% 22.16%
accounts
By operating segment
Guangdong
Province 640,594,852.83 100.98% 1,308,786,001.07 99.09% -51.05%
Other regions in
China 5,552,040.91 0.88% 27,096,812.69 2.05% -79.51%
Overseas 477,651.62 0.08% 632,524.86 0.05% -24.48%
Eliminated internal
transactions and -12,239,983.94 -1.93% -15,724,690.17 -1.19% 22.16%
accounts
By marketing model
Principal
operations 641,072,504.45 101.05% 1,320,738,401.50 100.00% -51.46%
Other 5,552,040.91 0.88% 15,776,937.12 1.19% -64.81%
Eliminated internal
transactions and -12,239,983.94 -1.93% -15,724,690.17 -1.19% 22.16%
accounts
(2) Operating Division, Product Category or Operating Segment Contributing over 10% of Operating Revenue
or Operating Profit
Applicable □ Not applicable
Unit: RMB
YoY change in YoY change in YoY change in
Operating Gross profit
Cost of sales operating cost of sales gross profit
revenue margin
revenue (%) (%) margin (%)
By operating division
Property sales 309,331,841.57 144,720,332.63 53.22% -64.69% -50.48% -13.42%
Engineering
and 241,209,525.79 236,074,624.77 2.13% 20.45% 26.64% -4.79%
construction
Rental service 53,870,265.26 46,657,985.12 13.39% -34.14% 31.26% -43.15%
Property 36,660,871.83 22,415,236.68 38.86% -77.44% -84.64% 28.63%
16
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
management
By product category
Residential
units 277,643,154.35 126,448,366.58 54.46% -68.27% -56.72% -12.15%
Shops and
parking lots 31,688,687.22 18,271,966.05 42.34% 3,043.45% 23,570.78% -50.00%
By operating segment
Guangdong
Province 640,594,852.83 449,868,179.20 29.77% -51.05% -43.70% -9.18%
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 2022 2021 Change (%)
Sales volume RMB’0,000 16,522 69,045 -76.07%
Output RMB’0,000 37,603 204,708 -81.63%
Property sales
Inventory RMB’0,000 425,681 403,220 5.57%
Any over 30% YoY movements in the data above and why:
Applicable □ Not applicable
Affected by the real estate market, the Company saw less-than-expected property sales carryforwards and existing
property sales in 2022, resulting in a decrease in property investment and development.
(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
2022 2021
Operating As % of total As % of total
Item Change (%)
division Cost of sales cost of sales Cost of sales cost of sales
(%) (%)
Property sales 144,720,332.63 33.11% 292,260,823.05 43.86% -50.48%
Engineering
and 236,074,624.77 54.02% 186,409,100.14 27.97% 26.64%
construction
Property
management 22,415,236.68 5.13% 145,898,235.49 21.90% -84.64%
Rental service 46,657,985.12 10.68% 35,545,938.32 5.33% 31.26%
Other 2,747,095.64 0.63% 22,151,678.03 3.32% -87.60%
Eliminated
internal
transactions -15,563,273.83 -3.56% -15,917,413.55 -2.39% 2.22%
and accounts
Total 437,052,001.01 100.00% 666,348,361.48 100.00% -34.41%
Note:
Affected by markets and development cycles, property sales experienced a year-on-year drop; engineering and
construction projects saw new breakthroughs in expansion, resulting in a year-on-year increase in sales; and property
management revenue registered a drop due to the disposal of subsidiary Shenzhen Property Management Co., Ltd.
17
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
(6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period
Yes □ No
See “VI Changes in the Scope of Consolidated Financial Statements” 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) 87,448,833.82
Total sales to top five customers as % of total sales of the
Reporting Period (%) 13.78%
Total sales to related parties among top five customers as % of
total sales of the Reporting Period (%) 0.00%
Information about top five customers:
Sales revenue contributed for As % of total sales revenue
No. Customer
the Reporting Period (RMB) (%)
1 Legal person A 26,856,591.42 4.23%
2 Legal person B 23,269,448.58 3.67%
3 Legal person C 15,851,434.16 2.50%
4 Legal person D 11,879,250.66 1.87%
5 Legal person E 9,592,109.00 1.51%
Total -- 87,448,833.82 13.78%
Other information about major customers:
□ Applicable Not applicable
Major suppliers:
Total purchases from top five suppliers (RMB) 278,248,909.89
Total purchases from top five suppliers as % of total purchases
of the Reporting Period (%) 53.63%
Total purchases from related parties among top five suppliers
as % of total purchases of the Reporting Period (%) 0.00%
Information about top five suppliers:
Purchase in the Reporting
No. Supplier As % of total purchases (%)
Period (RMB)
1 Legal person A 175,935,982.19 33.91%
2 Legal person B 72,443,947.18 13.96%
3 Legal person C 15,035,235.49 2.90%
4 Legal person D 7,503,316.74 1.45%
5 Legal person E 7,330,428.29 1.41%
Total -- 278,248,909.89 53.63%
Other information about major suppliers:
□ Applicable Not applicable
3. Expense
Unit: RMB
2022 2021 Change (%) Reason for any significant change
Selling
expense 19,217,595.11 42,737,748.22 -55.03% Decreased property sales
Administrativ New project development and staff structure
e expense 55,758,749.08 98,307,831.60 -43.28%
adjustments
18
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
Decreased bank balances and deposit interest
Finance costs -6,507,147.03 -18,083,491.01 64.02%
income
4. R&D Investments
□ Applicable Not applicable
5. Cash Flows
Unit: RMB
Item 2022 2021 Change (%)
Subtotal of cash generated
from operating activities 668,449,932.34 1,805,846,506.24 -62.98%
Subtotal of cash used in
operating activities 1,344,225,931.10 3,011,798,614.18 -55.37%
Net cash generated from/used
in operating activities -675,775,998.76 -1,205,952,107.94 43.96%
Subtotal of cash generated
from investing activities 282,766,666.00 799,855,541.48 -64.65%
Subtotal of cash used in
investing activities 713,537.29 1,751,621,932.29 -99.96%
Net cash generated from/used
in investing activities 282,053,128.71 -951,766,390.81 129.63%
Subtotal of cash generated
from financing activities 111,428,077.62 266,256,968.76 -58.15%
Subtotal of cash used in
financing activities 140,126,109.45 164,908,415.94 -15.03%
Net cash generated from/used
in financing activities -28,698,031.83 101,348,552.82 -128.32%
Net increase in cash and cash
equivalents -421,928,565.67 -2,056,810,291.67 79.49%
Explanation of why any of the data above varies significantly:
Applicable □ Not applicable
Cash generated from operating activities decreased year on year primarily driven by the decreased property sales.
Cash used in operating activities decreased year on year primarily driven by the land payment made last year.
Net cash generated from investing activities increased year on year primarily driven by the large-amount payment
made for equity acquisition and the purchase of currency funds last year.
Net cash generated from financing activities decreased year on year primarily driven by the receipt of loan by project
company from minority shareholder last year.
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 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 2022 1 January 2022
Change in
As a % of As a % of Reason for any
percentage
Amount total Amount total significant change
(%)
assets assets
19
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
Payment of land VAT
Monetary assets 197,663,949.74 3.47% 564,358,824.63 9.13% -5.66% of Donghu Mingyuan
in the current period
Accounts
receivable 63,580,422.16 1.12% 61,048,785.11 0.99% 0.13%
Development of
Inventories 4,257,109,614.31 74.82% 4,034,933,562.62 65.26% 9.56%
projects
Investment
property 566,873,915.07 9.96% 588,865,777.16 9.52% 0.44%
Long-term equity
investments 93,927.64 0.00% 272,168.28 0.00% 0.00%
Fixed assets 21,425,475.05 0.38% 23,920,424.55 0.39% -0.01%
Right-of-use
assets 232,496.72 0.00% 365,351.97 0.01% -0.01%
Short-term
borrowings 51,138,077.62 0.90% 50,440,116.24 0.82% 0.08%
Carryforwards from
homebuyer payments
Contract liabilities 43,533,467.29 0.77% 199,965,490.08 3.23% -2.46%
received in advance to
revenue
Long-term
54,261,000.00 0.95% 0.95%
borrowings
Lease liabilities 53,885.23 0.00% 125,920.77 0.00% 0.00%
Held-for-trading Redemption of
408,154,361.42 7.17% 514,024,710.91 8.31% -1.14%
financial assets currency funds
Honoring of
commercial
acceptance notes and
Notes payable 247,376,403.56 4.00% -4.00% transfer of certain
such notes that had
become mature to
accounts payable
Transfer of certain
such notes that had
Accounts payable 434,601,559.67 7.64% 141,447,559.24 2.29% 5.35%
become mature to
accounts payable
Payment of land VAT
Taxes payable 190,951,185.99 3.36% 600,540,872.48 9.71% -6.35% of Donghu Mingyuan
in the current period
Other payables 574,331,340.84 10.09% 581,377,415.64 9.40% 0.69%
Indicate whether overseas assets account for a high proportion of total assets.
□ Applicable Not applicable
2. Assets and Liabilities at Fair Value
Applicable □ Not applicable
Unit: RMB
Gain/loss
on fair- Cumulative Impairment
Purchased
value fair-value allowance Sold in the
Beginning in the Other Ending
Item changes in changes for the Reporting
amount Reporting changes amount
the charged to Reporting Period
Period
Reporting equity Period
Period
Financial assets
1. Held-
for-trading
financial
514,024,71 8,970,031.5 114,840,38 408,154,36
assets
(excluding 0.91 0 0.99 1.42
derivative
financial
20
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
assets)
4.
Investment
36,322,704. 1,839,235.5 22,490,765. 13,839,235.
s in other
equity 33 7 41 57
instruments
Total of the 550,347,41 8,970,031.5 1,839,235.5 137,331,14 421,993,59
above 5.24 0 7 6.40 6.99
Financial
liabilities 0.00 0.00
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
Project of public facilities inside and surrounding the urban
Monetary assets 5,674,439.78 renewal project of Longgang District, Shenzhen-construction
funds
Monetary assets 48,315.48 Frozen in a lawsuit case
Accounts receivable 51,138,077.62 Put in pledge for short-term borrowings
Inventories 965,000,000.00 Lands mortgaged for project development loans
Total 1,021,860,832.88
VII Investments Made
1. Total Investment Amount
Applicable □ Not applicable
Total investment amount in the Total investment amount in last year
Change (%)
Reporting Period (RMB) (RMB)
299,540,000.00 2,047,080,000.00 -85.37%
2. Significant Equity Investments Made in the Reporting Period
□Applicable Not applicable
3. Major Non-Equity Investments Ongoing in the Reporting Period
□Applicable Not applicable
4. Financial Investments
(1) Securities Investments
□Applicable Not applicable
No such cases in the Reporting Period.
(2) Investments in Derivative Financial Instruments
□Applicable Not applicable
No such cases in the Reporting Period.
21
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
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
Amou
nt
Amou
contri
nt
buted
contri
by the O
buted
equity Re w
by the
interes lat ne Execu
sale to
ts to ed rs ted as
net
net - Relation hi sched
Selli incom Index
incom pa ship p uled Di
Equi ng e of to
e of Pricin rty between ful or not, scl
Count ty Date pric the disclo
the Effect of the sale g tra counterp ly if not, os
erpart inter of e Comp sed
Comp on the Company princi ns arty and tra state ure
y ests sale (RM any as infor
any ple ac the ns reason dat
sold B’0, a matio
from tio Compan fer and e
000) percen n
period n y re action
tage
- or d s
of the
beginn no or taken
Comp
ing to t no
any’s
date t
net
of sale
incom
(RMB
e (%)
’0,000
)
This transaction is The Shenzhe Anno
in line with the transa n unce
Company’s ction Internati ment
development price onal on the
is Trade
100 strategies and is Comp
Shenz deter Center
% of conducive to the letion
hen mined Property
equit Company’s of the
Intern based Manage
y
ationa further on the ment Relate
inter 30
l optimization and net Co., d-
ests Se
Trade 11 adjustment of its asset Ltd. party
of 19,6 pte
Cente Febr valuati (hereina
Shen 964.5 industry structure, 81.02 Ye Ye Trans
r uary 67.6 on fter Yes m
zhen 2 enrichment of % s s action
Prope 202 7 assess referred ber
Prop capital reserves, regard
rty 2 ed by to as 20
erty
Mana expansion of new the “ITC ing
Man 22
geme profit growth evalua Property the
age
nt areas, and tion Manage Transf
ment
Co., agenc ment”)
Co., continuous er of
Ltd. y on is a
Ltd. improvement of 100%
the wholly-
its quality. During base owned of
the Reporting date subsidia Equit
Period, the of 30 ry of y
counterparty has June ShenZh Intere
22
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
paid 90% 2021. en sts of
(RMB177,009,00 Properti Shenz
es &
0) of the equity hen
Resourc
transfer payment es Prope
to the Group in Develop rty
accordance with ment Mana
the equity transfer (Group) geme
agreement. After Ltd. nt
“hereina
the equity Co.,
fter
transfer, the referred Ltd.
Company to as (2022
derecognized the “SZPR -032)
said equity and D” and disclo
confirmed the both sed on
investment SZPRD www.
and the
income of cninfo
Compan
RMB161,581,100 y are .com.
in consolidated majority cn
financial -owned
statements. The subsidia
matter has a ries of
Shenzhe
positive impact on
n
the Company cash Investm
flow and ent
operating results Holding
in 2022. s Co.,
Ltd.
Thus, an
associati
on
relations
hip is
formed.
IX Principal Subsidiaries and Joint Stock Companies
Applicable □ Not applicable
Principal subsidiaries and joint stock companies with an over 10% effect on the Company’s net profit:
Unit: RMB
Relationsh Main
business Registere Total Operating Operating
Company name ip with the Net assets Net profit
scope d capital assets revenue profit
Company
Guangdong
Developme - - -
Jianbang Group 2,800,000 1,485,802
Subsidiary nt of real 15,696,55 10,306,93 8,184,594
(Huiyang) Industrial .00 ,072.25
estate 5.83 7.48 .48
Co., Ltd.
Shenzhen SPG
Developme - -
Chuanqi Real Estate 30,000,00 1,101,813 994,181,8
Subsidiary nt of real 169,495.3 191,631.9
Development Co., 0.00 ,520.17 99.24
estate 7 1
Ltd.
Shenzhen SPG
Developme
Longgang 30,000,00 130,226,7 57,602,35 26,662,12 3,757,227 11,138,81
Subsidiary nt of real
Development Co., 0.00 00.89 8.61 0.02 .19 6.55
estate
Ltd.
Shantou SEZ,
Wellam FTY, Developme - -
91,226,12 97,248,37 90,304,81 2,410,093
Building Subsidiary nt of real 32,256,21 32,256,21
Development, Co., estate 0.44 2.66 7.44 .12
8.54 8.54
Ltd.
Shantou Huafeng Developme - -
80,000,00 832,020,7 17,624,89 121,021,7
Real Estate Subsidiary nt of real 3,144,032 3,413,873
Development Co., estate 0.00 57.11 9.13 39.63
.12 .32
23
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
Ltd.
Developme - - -
Great Wall Estate 2,051,146 19,400,13 477,651.6
Subsidiary nt of real 90,088,88 431,973.1 431,973.1
Co., Inc. (U.S.) .00 1.63 2
estate 4.01 0 0
Shenzhen Zhentong Installation
10,000,00 128,018,2 20,168,33 242,326,3 535,875.6 345,974.3
Engineering Co., Subsidiary and
Ltd. maintenance 0.00 61.20 4.04 38.13 1 7
- -
Shenzhen Petrel Hotel 30,000,00 46,978,26 36,924,32 13,401,43
Subsidiary 3,353,411 2,521,866
Hotel Co., Ltd. service 0.00 3.33 1.85 2.09
.41 .37
Shenzhen Huazhan
Constructio
Construction 8,000,000 10,884,98 10,328,18 3,802,892 306,693.4 292,964.2
Subsidiary n
Supervision Co., .00 8.58 5.16 .48 7 5
supervision
Ltd.
Investment - - -
Xin Feng Enterprise and 502,335.0 339,071,5
Subsidiary 226,370,9 12,934,88 12,934,88
Co., Ltd. managemen 0 13.82
t 65.47 6.25 6.25
Subsidiaries obtained or disposed in the Reporting Period:
Applicable □ Not applicable
Way of gaining and disposing Influence on overall production and
Name
subsidiaries operation as well as performance
Shenzhen Property Management Co., Refer to Note VIII Sale of Major Assets
Negotiating transfer
Ltd. and Equity Interests
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. As at the end of 2022, eight residential buildings of Phase I have been capped, the
basement of Phase II has been completed, the development of Phase III and Phase IV are to be initiated, and
construction permit has not been granted for the school. In 2022, new areas sold totaled 2,236 square meters, income
from sales increased by RMB25.58 million, and RMB22.29 million was withdrawn.
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. In 2022, actual investment totaled RMB74.81 million, which was mainly made in primary
supporting piles and groundworks.
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 RMB24.69 million in 2022 (the percentage of accumulative sales carried forward was 96%). 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 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 74% for Phase I and 19% for Phase II.
4. Shenzhen Zhentong Engineering Co., Ltd. was engaged in the business of building installation and maintenance with
the 2022 operating revenues of RMB242 million and of 38.20% to the operating revenues of the Company.
24
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
5. The 2022 net profit of Xin Feng Enterprise Co., Ltd. was of RMB-12.93 million which mainly due to the changes of
exchange rate and it conducts no business.
6. The 2022 net profit of Shenzhen Petrel Hotel Co., Ltd. was of RMB-2.52 million which mainly due to the fact that
the hotel industry is generally facing difficulties in the business operation during the Reporting Period.
X Structured Bodies Controlled by the Company
□Applicable Not applicable
XI Prospects
(I) Industrial Pattern and Trend
The real estate industry is still the pillar industry of China’s national economy. After a series of strong macro-control,
the industry is undergoing a gradual return to the track of sound and healthy development. Since the end of last year,
loose policies have been introduced for real estate credits, bonds, equities and overseas loans under domestic
guarantees, so China’s urbanization will still be in a stage of rapid development in the next period of time, and there
will be enough space for demands to support the steady development of the real estate industry and the real estate
market is expected to recover step by step.
(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. The geopolitical situation is now volatile, the risk of the world economy going downward is rising, and the
domestic economy is repeatedly impacted by multiple factors that go beyond expectations. Pressures from shrinking
demand, supply shock and weakening expectations continue to evolve, and the development environment is gaining
complexity, severity and uncertainty. 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
On the whole, industry regulation has been relaxed and policies are gradually shifting, but there are little changes in the
policies of tier-one cities represented by Beijing, Shanghai, Guangzhou and Shenzhen. Market sentiment and
homebuyer confidence remain low. The Company will continue to deepen its research on industry policies, follow the
national strategies, innovate its operating model and optimize its development method while continuing to study
industry-university-institute cooperation, strenuously exploring new areas and actively cultivating new business models.
3. Business operating risks and countermeasures
The land space in Shenzhen, where the Company’s business focus is located, is limited, while project expansion
requires a large amount of capital, so the Company faces challenges in adding land reserves. 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 2023 is the first year for implementing the spirit of the 20th National Congress of the Communist Party of
China, a crucial year for connecting the past and the next in the 14th Five-year Plan, and a critical year for the
Company to deepen reform and seek development. Based on the high-quality development strategies of the central
25
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
government, the provincial government and the municipal government, the Company will earnestly implement the
deployment requirements of the State-owned Assets Supervision and Administration Commission of the People’s
Government of Shenzhen Municipal (“Shenzhen SASAC) and Shenzhen Investment Holdings Co., Ltd. (“SIHC”),
further analyze and study the situation based on its own development, face up to challenges, seize opportunities,
strengthen overall planning, and promote the high-quality development of the Group to a new level.
The Company has made an overall operating plan for 2023. Guided by the Xi Jinping Thought on Socialism with
Chinese Characteristics for a New Era, the Company will conscientiously implement the spirit of the 20th National
Congress of the Communist Party of China, the Central Economic Working Conference and important addresses of
General Secretary Xi Jinping, make overall plans, highlight implementation, carry out reform and innovation, forge
ahead and exert all efforts to promote the steady and long-term high-quality development of Shenzhen Properties
Group (“SPG”) in accordance with the decisions and arrangements of Shenzhen Municipal Party Committee and
Government, Shenzhen SASAC and SIHC, adhering to the idea of seeking progress while maintaining stability and
realizing sustainable development, centering on the overall objective of “consolidating primary business, exploring
development paths, preventing and mitigating risks and making plans of high-quality and sustainable development”
and following the leadership of Party building.
In 2023, the Company will focus on the following five aspects:
1. Deepening implementation and going all out to achieve performance targets
First, it will endeavor to the sales of Guangmingli and Tianyuewan projects and existing real estate projects to ensure
quick withdrawal of funds and smooth achievement of performance targets. Second, it will intensify leasing business to
achieve the annual leasing target. Third, it will advance land sales in the United States to promote the realization of
inefficient assets overseas. Fourth, it will exert more efforts in recovering arrears to boost revenue and profit realization.
Fifth, it will strengthen the operation management of its affiliates to ensure the completion of all business targets.
2. Making a sound overall plan and implementing key tasks on all fronts
First, it will complete the re-election of members of the Board of Directors and the Party Committee and improve the
structure of its corporate governance. Second, it will highlight project construction and ensure smooth implementation
of project development plans. Third, it will promptly define the right of the land for Xinfeng Building in Shantou and
go through the construction application procedure as soon as possible. Fourth, it will promote the cleaning-up of
“zombie enterprises” and properly address problems carried over from the past. Fifth, it will advance the construction
of the “Buildings for Shenzhen-Hong Kong Medical and Healthcare Specialty Industry” and take the initiative to create
the “Massive Health” ecological economic circle centering on SPG Plaza.
3. Taking multiple measures at the same time and making every effort to ensure business operation
First, it will well manage funds and financing to provide a solid guarantee for the Company’s capital turnover. Second,
it will optimize talent and organization structures to improve work efficiency from all aspects. Third, it will intensify
performance appraisal and promote the establishment and improvement of a medium- and long-term incentive
mechanism. Fourth, it will effectively respond to litigations and executions to mitigate potential risks. Fifth, it will
emphasize security and stability maintenance related to safe production, stability maintenance and public opinion
control, so as to guard the Company’s business operation and management.
4. Enhancing synergy and actively exploring future development paths
The Company will, sticking to the development strategies of the central government, provincial government and
municipal government, earnestly implement the decisions and deployments of superiors, intensify industrial research
26
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
centering on the development directions of controlling shareholders, enhance strategic and collaborative development
of SIHC and synergetic development with system houses, and strive to make breakthroughs in the process of
supporting and serving the development strategy of SIHC and form the Company’s new core competitiveness.
5. Following the leadership of Party building and leading overall high-quality development
Guided by the Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, the Company will
continue to organize the study, publicity and implementation of the spirit of the 20th National Congress of the
Communist Party of China, and turn the effects of such study, publicity and implementation into a powerful driving
force for its reform and development. On top of that, the Company will strengthen its Party organization theoretically
and organizationally, improve the Party organization’s conduct, and effectively integrate 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
Place Index to
Way of Type of
Date of visit of Visitor Contents and materials provided main inquiry
visit visitor
visit information
The Inquired of the future development plan
By Individual
4 January 2022 Comp Individual of the Company, and didn’t offer written N/A
telephone investor
any materials
The
By Individual Inquired of project sales of the Company,
18 January 2022 Comp Individual N/A
telephone investor and didn’t offer written materials
any
The Inquired of the land reserves and projects
By Individual
24 January 2022 Comp Individual progress of the Company, and didn’t offer N/A
telephone investor
any written materials
The Inquired of business situations and
By Individual
10 February 2022 Comp Individual strategic planning of the Company, and N/A
telephone investor
any didn’t offer written materials
The Inquired of the future development plan
By Individual
15 February 2022 Comp Individual of the Company, and didn’t offer written N/A
telephone investor
any materials
The Inquired of business situations and
By Individual
21 February 2022 Comp Individual strategic planning of the Company, and N/A
telephone investor
any didn’t offer written materials
The
By Individual Inquired of business situation, and didn’t
1 March 2022 Comp Individual N/A
telephone investor offer written materials
any
The Inquired of the land reserves and projects
By Individual
9 March 2022 Comp Individual progress of the Company, and didn’t offer N/A
telephone investor
any written materials
The Inquired of the future development plan
By Individual
25 March 2022 Comp Individual of the Company, and didn’t offer written N/A
telephone investor
any materials
The
By Individual Inquired of business situation, and didn’t
30 March 2022 Comp Individual N/A
telephone investor offer written materials
any
The Inquired of business situations and
By Individual
8 April 2022 Comp Individual strategic planning of the Company, and N/A
telephone investor
any didn’t offer written materials
The
By Individual Inquired of project sales of the Company,
11 April 2022 Comp Individual N/A
telephone investor and didn’t offer written materials
any
27
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
The Inquired of the future development plan
By Individual
18 April 2022 Comp Individual of the Company, and didn’t offer written N/A
telephone investor
any materials
The Inquired of the land reserves and projects
By Individual
21 April 2022 Comp Individual progress of the Company, and didn’t offer N/A
telephone investor
any written materials
The Inquired of business situations and
By Individual
10 May 2022 Comp Individual strategic planning of the Company, and N/A
telephone investor
any didn’t offer written materials
The
By Individual Inquired of project sales of the Company,
12 May 2022 Comp Individual N/A
telephone investor and didn’t offer written materials
any
The Inquired of the future development plan
By Individual
23 May 2022 Comp Individual of the Company, and didn’t offer written N/A
telephone investor
any materials
The Inquired of the land reserves and projects
By Individual
2 June 2022 Comp Individual progress of the Company, and didn’t offer N/A
telephone investor
any written materials
The Inquired of business situations and
By Individual
14 June 2022 Comp Individual strategic planning of the Company, and N/A
telephone investor
any didn’t offer written materials
The Inquired of business situations and
By Individual
16 June 2022 Comp Individual strategic planning of the Company, and N/A
telephone investor
any didn’t offer written materials
The
By Individual Inquired of project sales of the Company,
20 June 2022 Comp Individual N/A
telephone investor and didn’t offer written materials
any
The Inquired of business situations and
By Individual
22 June 2022 Comp Individual strategic planning of the Company, and N/A
telephone investor
any didn’t offer written materials
The
By Individual Inquired of project sales of the Company,
29 June 2022 Comp Individual N/A
telephone investor and didn’t offer written materials
any
The Inquired of business situations and
By Individual
4 July 2022 Comp Individual strategic planning of the Company, and N/A
telephone investor
any didn’t offer written materials
The Inquired of the future development plan
By Individual
20 July 2022 Comp Individual of the Company, and didn’t offer written N/A
telephone investor
any materials
The Inquired of the project sales and future
By Individual
25 July 2022 Comp Individual development plan of the Company, and N/A
telephone investor
any didn’t offer written materials
The
By Individual Inquired of project sales of the Company,
10 August 2022 Comp Individual N/A
telephone investor and didn’t offer written materials
any
The Inquired of the future development plan
By Individual
24 August 2022 Comp Individual of the Company, and didn’t offer written N/A
telephone investor
any materials
The Inquired of the future development plan
By Individual
5 September 2022 Comp Individual of the Company, and didn’t offer written N/A
telephone investor
any materials
The Inquired of the land reserves and projects
By Individual
8 September 2022 Comp Individual progress of the Company, and didn’t offer N/A
telephone investor
any written materials
The Inquired of business situations and
By Individual
14 September 2022 Comp Individual strategic planning of the Company, and N/A
telephone investor
any didn’t offer written materials
The Inquired of the future development plan
By Individual
11 October 2022 Comp Individual of the Company, and didn’t offer written N/A
telephone investor
any materials
28
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
The
By Individual Inquired of project sales of the Company,
17 October 2022 Comp Individual N/A
telephone investor and didn’t offer written materials
any
The Inquired of the future development plan
By Individual
20 October 2022 Comp Individual of the Company, and didn’t offer written N/A
telephone investor
any materials
The Inquired of the land reserves and projects
By Individual
1 November 2022 Comp Individual progress of the Company, and didn’t offer N/A
telephone investor
any written materials
The
By Individual Inquired of project sales of the Company,
2 November 2022 Comp Individual N/A
telephone investor and didn’t offer written materials
any
The Inquired of the future development plan
By Individual
15 November 2022 Comp Individual of the Company, and didn’t offer written N/A
telephone investor
any materials
The Inquired of the land reserves and projects
By Individual
15 December 2022 Comp Individual progress of the Company, and didn’t offer N/A
telephone investor
any written materials
The
By Individual Inquired of project sales of the Company,
19 December 2022 Comp Individual N/A
telephone investor and didn’t offer written materials
any
The Inquired of the future development plan
Field Individual
28 December 2022 Comp Individual of the Company, and didn’t offer written N/A
research investor
any materials
29
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
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
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.
30
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
II The Company’s Independe nce 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
Relationship Comp
Company Progress and
Type with the any Course Countermeasures
name follow-up plan
Company nature
The Company and
ShenZhen For the Company’s existing Refer to the
Properties & business that has horizontal Announcement on
Resources competition with ShenZhen Receiving the
Development Properties & Resources Avoiding Horizontal
(Group) Ltd. Development (Group) Ltd., Competition
(hereinafter Shenzhen Investment Holdings Commitment Letter
referred to as Co., Ltd. will, within the scope from the
“SZPRD”) are permitted by laws and Controlling
majority-owned regulations, timely launch one Shareholder (No.:
subsidiaries of or several of the following 2021-032) disclosed
Shenzhen solutions that is practically by the Company on
Shenzhen Investment feasible, and complete the 11 September 2021
Horizontal
Controlling Investmen Holdings Co., implementation of the relevant and the
competitio Other
shareholder t Holdings Ltd. The solution(s) before 9 November Announcement on
n
Co., Ltd. Company and 2024 to solve the existing Resolutions of the
SZPRD are horizontal competition problem: 1st Extraordinary
operating real (1) Solve the horizontal General Meeting of
estate competition between the two 2021 (No.: 2021-34)
development and through asset sales or asset disclosed by
commercial replacement; (2) Solve the ShenZhen
property sales horizontal competition between Properties &
business, which the two through equity transfer; Resources
belong to the (3) Take other measures that Development
same industry. can effectively solve the (Group) Ltd. on 27
There is problem of horizontal September 2021 for
horizontal competition. details.
competition.
IV Annual and Extraordinary General Meeting Convened during the Reporting Period
1. General Meetings Convened during the Reporting Period
Investor
Convened Disclosure
Meeting Type participati Index to disclosed information
date date
on ratio
The 2021 Resolutions of 2021 Annual General Meeting
Annual
Annual disclosed on China Securities, Securities Times,
General 63.56% 17 May 2022 18 May 2022
General Ta Kung Pao and www.cninfo.com.cn (No.:
Meeting
Meeting 2022-018)
31
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
The 1st Resolutions of the 1st Extraordinary General
Extraordinar Extraordinar
16 November 17 November Meeting of 2022 disclosed on China Securities,
y General y General 56.27%
Meeting of Meeting 2022 2022 Securities Times, Ta Kung Pao and
2022 www.cninfo.com.cn (No.: 2022-041)
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
Other
Beginni Increase Decreas incre
Ending
Incum Ge ng in the e in the ase/d Reaso
Offic A Start of End of shareh
Name bent/F nd sharehol Reportin Reportin ecrea n for
e title ge tenure tenure olding
ormer er ding g Period g Period se change
(share)
(share) (share) (share) (shar
e)
Tang 31
Direc Incum Ma
Xiaopin 53 December 0 0 0 0 0
tor bent le
g 2020
Tang 14
Incum Ma
Xiaopin GM 53 December 0 0 0 0 0
g bent le 2020
Person
al
Deng
Direc Incum Ma 17 April financi
Kangch 57 10,000 0 2,500 0 7,500
tor bent le 2012 al
eng
arrang
ement
Wang Direc Incum Ma 11 October
Jianfei tor 50 2021 0 0 0 0 0
bent le
22
Wang Incum Ma
CFO 50 September 0 0 0 0 0
Jianfei bent le 2021
Fe
Direc Incum 8 September
Wen Li ma 54 0 0 0 0 0
tor bent 2006
le
31
Sun Direc Incum Ma
42 December 0 0 0 0 0
Minghui tor bent le 2020
Indep
ende
Kang Incum Ma 15 May
nt 59 0 0 0 0 0
Xiaoyue bent le 2018
direct
or
Indep
ende
He Incum Ma 30 June
nt 61 0 0 0 0 0
Zuowen bent le 2020
direct
or
Indep
ende
Mi Incum Ma 30 June
nt 48 0 0 0 0 0
Xuming bent le 2020
direct
or
Chair
Wang man Incum Ma 17 May
of the bent 57 0 0 0 0 0
Jiangtao le 2022
Supe
32
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
rviso
ry
Com
mitte
e
Supe
Incum Ma 15 May
Ren Wei rviso 43 2,000 0 0 0 2,000
bent le 2018
r
Supe Fe
Incum 17 April
Li Yufei rviso ma 45 0 0 0 0 0
bent 2012
r le
Feng Supe
Incum Ma 2 March
Hongwe rviso 52 0 0 0 0 0
bent le 2017
i r
Supe Fe
Incum 27 April
Lin Jun rviso ma 54 0 0 0 0 0
bent 2016
r le
Zhang
Vice Incum Ma 15 July
Hongwe GM 57 0 0 0 0 0
bent le 2020
i
Huang Vice Incum Ma 29 July
GM 51 0 0 0 0 0
Weijun bent le 2022
Wu Vice Incum Ma 29 July
GM 51 0 0 0 0 0
Zhiyong bent le 2022
Secre
tary 31
Incum Ma
Luo Yi of the 49 December 0 0 0 0 0
Boar bent le
2020
d
Chair 1
Liu man
Forme Ma 15 January Nove
Zhengy of the 53 0 0 0 0 0
u Boar r le 2020 mber
d 2022
Chair
man
of the
Supe Fe 31 17
Forme
Li Lian rviso ma 56 December May 0 0 0 0 0
ry r
le 2020 2022
Com
mitte
e
Fe 28
Wei Vice 7 June
Left ma 57 September 0 0 0 0 0
Hanping GM 2022
le 2012
Total -- -- -- -- -- -- 12,000 0 2,500 0 9,500 --
Indicate by tick mark whether any directors or supervisors left or any senior management were disengaged during the Reporting Period
Yes □ No
1. Chairman Mr. Liu Zhengyu of the Company no longer serves as the Chairman of the Board of Directors or a director
of the Company due to job changes. For details, please refer to the Announcement on Leave of Chairman and Election
of A Director to Act as the Chairman (Announcement No. 2022-040) disclosed by the Company on 2 November 2022,
on cninfo.com.cn.
2. Chairman Ms. Li Lian of the Board of Supervisors of the Company has gone through the procedure to get retired,
and no longer serves as the Chairman of the Board of Supervisors or a supervisor of the Company. For details, please
refer to the Announcement on Change of Supervisor and Chairman of the Board of Supervisors (Announcement No.
2022-020) disclosed by the Company on 18 May 2022 on cninfo.com.cn.
33
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
3. Deputy General Manager Ms. Wei Hanping of the Company has gone through the procedure to get retired, and no
longer serves as the Deputy General Manager of the Company. For details, please refer to the Announcement on
Retirement and Leave of Deputy General Manager (Announcement No. 2022-021) disclosed by the Company on 8
June 2022, on cninfo.com.cn.
Change of Directors, Supervisors and Senior Management
Applicable □ Not applicable
Name Office title Type of change Date of change Reason for change
Liu Zhengyu Chairman of the Board Left 1 November 2022 Job change
Chairman of the
Li Lian Supervisory Left 17 May 2022 Retirement
Committee
Wei Hanping Vice GM Left 7 June 2022 Retirement
Chairman of the
Wang Jiangtao Supervisory Elected 18 May 2022
Committee
Huang Weijun Vice GM Engaged 29 July 2022
Wu Zhiyong Vice GM Engaged 29 July 2022
2. Biographical Information
Professional backgrounds, major work experience and current duties in the Company of the incumbent directors, supervisors and senior
management:
1. 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, secretary of the
Board of the Company and deputy secretary of the CPC of the Company. He is currently the director, GM and
secretary of the CPC of the Company.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. He Zuowen: formerly associate professor of accounting, deputy 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
(the 1st, 2nd and 4th), director of Shenzhen Institute of Certified Public Accountants, director of the Investigation
34
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
Committee, member of the Shenzhen Municipal Social Organization Disciplinary Inspection Committee, member of
CPC, 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 Branch, Chairman of Shenzhen Tianye Tax Agent Co., Ltd., and also served as the independent
director of 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 Shenzhen Municipal Senior Accountant Review
Committee, external master tutor of Shenzhen University, 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, expert of the experts database of State-
owned Assets Supervision and Administration Commission of the People’s Government of Shenzhen Municipality,
Development and Reform Commission of Shenzhen Municipality, Science and Technology Innovation Commission of
Shenzhen Municipality, Shenzhen Bureau of Radio, Television, Culture, Tourism and Sports, Shenzhen United
Property and Equity Exchange, etc.
8. Mi Xuming: Former lecturer and associate professor 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 professor and master tutor of Shenzhen University, and at the same time as the independent directors
of Shenzhen Farben Information Technology Co., Ltd. and the Company.
9. Wang Jiangtao: Former Deputy General Manager and Secretary of the Party Branch of Shenzhen Foreign Economic
and Trade Investment Company, Director, Secretary of the Disciplinary Committee, Secretary of CPC and Chairman of
the Supervisory Committee, of Shenzhen Architecture Design General Research Institute; currently Chairman of the
Supervisory Committee, Secretary of the Disciplinary Committee and member of CPC of the Company.
10. 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.
11. 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.
12. Feng Hongwei: he once was the Vice Chief of the Board Secretariat, the Securities Representative and Minister of
Audit Department. Now he acts as the supervisor, member of the Disciplinary Committee and Manager of Asset
Management Center of the Company.
13. 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).
14. 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.
15. Huang Weijun: Once served as a member of the Party Committee, Secretary of the Committee for Discipline
Inspection and Deputy GM of Shenzhen Guangming Group Co., Ltd., a member of the Party Committee, Secretary of
the Committee for Discipline Inspection and Deputy GM of Shenzhen OCT Vision Inc. (concurrently as an executive
35
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
director of Shenzhen OCT International Media Performing Co., Ltd.), and now serving as the Deputy GM of the
Company.
16. Wu Zhiyong: Once served as the Chairman and GM of Shenzhen Petrel Hotel Co., Ltd. and Deputy Manager of
Property Management Department and Asset Operation Center of the Company, and now serving as the Deputy GM of
the Company.
17. Luo Yi: He was once the Vice GM, Deputy Director of Board Secretariat and Securities Representative in the
Shantou branch of the Company. And he now serves as the Board Secretary and Director of the Board Secretariat in the
Company.
Offices held concurrently in shareholding entities:
Applicable □ Not applicable
Remuneration or
Shareholding Office held in the End of
Name Start of tenure allowance from the
entity shareholding entity tenure
shareholding entity
Shenzhen Chief of Financial
Sun Minghui Investment Department (Settlement 11 November 2020 Yes
Holdings Co., Ltd Center)
Shenzhen
Vice minister of Audit
Ren Wei Investment 18 September 2017 Yes
Department
Holdings Co., Ltd
Shenzhen Deputy Director of
Li Yufei Investment Discipline Inspection 9 July 2015 Yes
Holdings Co., Ltd Office
Offices held concurrently in other entities:
Applicable □ Not applicable
Remuneration or
Office held in End of
Name Other entity Start of tenure allowance from the
the entity tenure
entity
Sun China Nanshan Development (Group)
Supervisor 17 October 2017 No
Minghui Co., Ltd.
Shenzhen Highway Passenger
Sun
Transportation Service Centre Co., Supervisor 16 June 2017 No
Minghui
Ltd.
Sun ULTRARICH
Director 11 November 2020 No
Minghui INTERNATIONAL LIMITED
Sun Shenzhen Chiwan Industry
Supervisor 30 June 2021 No
Minghui Development Co., Ltd.
Sun Hubei SIHC Investment Development
Director 11 November 2020 No
Minghui Co., Ltd.
Sun
Shenzhen Textile (Holdings) Co., Ltd. Director 10 February 2021 No
Minghui
Shenzhen Shenzhen-Hong Kong
Sun Science and Technology Innovation
Director 18 October 2021 No
Minghui Cooperation Zone Development Co.,
Ltd.
Shenzhen Sungang China Resources
Ren Wei Supervisor 17 October 2017 No
Land Development Co., Ltd.
Li Yufei Shenzhen Dapengwan Huaqiao Tomb Director 19 November 2015 No
Shenzhen Shentou Cultural
Li Yufei Director 2 September 2022 No
Investment Co., Ltd.
Kang Beijing Weiheng (Shenzhen) Law
Senior partner 2 December 2019 Yes
Xiaoyue Firm
He Dahua Certified Public Accountants
Partner 1 December 2002 Yes
Zuowen (Special General Partnership)
He Shenzhen Tianye Tax Agency Co., Chairman of
1 December 2008 Yes
Zuowen Ltd. the Board
He Shenzhen JPT Opto-Electronics Co., Independent 20 April
1 June 2017 Yes
Zuowen Ltd. director 2022
He Independent
Shenzhen Textile (Holdings) Co., Ltd. 19 July 2017 Yes
Zuowen director
36
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
He Shenzhen Bioeasy Biotechnology Independent
1 October 2017 Yes
Zuowen Co., Ltd. director
He Independent
Shenzhen Tongyi Industry Co., Ltd. 11 October 2018 Yes
Zuowen director
Mi Professor and
Shenzhen University 1 December 2009 Yes
Xuming master tutor
Mi Independent 16 May
ChinaLin Securities Co., Ltd. 10 April 2017 Yes
Xuming director 2022
Mi Shenzhen Farben Information Independent
29 January 2021 Yes
Xuming Technology Co., Ltd. director
Punishments imposed in the recent three years by the securities regulator on the incumbent directors, supervisors and senior management
as well as those who left in the Reporting Period:
□Applicable Not applicable
3. Remuneration of Directors, Supervisors and Senior Management
Decision-making procedure, determination basis and actual payments of remuneration for directors, supervisors and senior management:
The remuneration of the Company's directors, supervisors and senior managers shall be determined and implemented in accordanc e with
the regulations of the Company's remuneration management system.
After the review and approval at the 2013 Annual General Meeting of Shareholders held on 23 April 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.
Remuneration of directors, supervisors and senior management for the Reporting Period
Unit: RMB’0,000
Total before-tax Any
Incumbent/For remuneration remuneration
Name Office title Gender Age
mer from the from related
Company party
Tang Xiaoping Director and GM Male 53 Incumbent 111.51 No
Deng
Director Male 57 Incumbent 56.4 No
Kangcheng
Wang Jianfei Director and CFO Male 50 Incumbent 74.4 No
Wen Li Director Female 54 Incumbent 0 No
Sun Minghui Director Male 42 Incumbent 0 No
Kang Xiaoyue Independent director Male 59 Incumbent 0 No
He Zuowen Independent director Male 61 Incumbent 0 No
Mi Xuming Independent director Male 48 Incumbent 0 No
Chairman of the
Wang Jiangtao Male 57 Incumbent 40 No
Supervisory Committee
Ren Wei Supervisor Male 43 Incumbent 0 No
Li Yufei Supervisor Female 45 Incumbent 0 No
Feng Hongwei Supervisor Male 52 Incumbent 62.12 No
Lin Jun Supervisor Female 54 Incumbent 62.09 No
Zhang
Vice GM Male 57 Incumbent 97.31 No
Hongwei
Huang Weijun Vice GM Male 51 Incumbent 28.19 No
Wu Zhiyong Vice GM Male 51 Incumbent 73.02 No
Luo Yi Secretary of the Board Male 49 Incumbent 64.12 No
Liu Zhengyu Chairman of the Board Male 53 Former 0 No
Chairman of the
Li Lian Female 56 Former 83.2 No
Supervisory Committee
Wei Hanping Vice GM Female 57 Former 59.9 No
Total -- -- -- -- 812.26 --
37
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
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
Announcement on Resolutions of the 70th Meeting of
The 70th Meeting of
the 7th Board of Directors (No.: 2022-002) disclosed
the 7th Board of 28 February 2022 1 March 2022
on China Securities Journal, Securities Times, Ta
Directors
Kung Pao and www.cninfo.com.cn.
Announcement on Resolutions of the 71st Meeting of
The 71st Meeting of
the 7th Board of Directors (No.: 2022-003) disclosed
the 7th Board of 17 March 2022 18 March 2022
on China Securities Journal, Securities Times, Ta
Directors
Kung Pao and www.cninfo.com.cn.
Announcement on Resolutions of the 72nd Meeting of
The 72nd Meeting of
the 7th Board of Directors (No.: 2022-014) disclosed
the 7th Board of 29 April 2022 30 April 2022
on China Securities Journal, Securities Times, Ta
Directors
Kung Pao and www.cninfo.com.cn.
Announcement on Resolutions of the 73rd Meeting of
The 73rd Meeting of
the 7th Board of Directors (No.: 2022-024) disclosed
the 7th Board of 29 July 2022 30 July 2022
on China Securities Journal, Securities Times, Ta
Directors
Kung Pao and www.cninfo.com.cn.
Announcement on Resolutions of the 74th Meeting of
The 74th Meeting of
the 7th Board of Directors (No.: 2022-027) disclosed
the 7th Board of 25 August 2022 26 August 2022
on China Securities Journal, Securities Times, Ta
Directors
Kung Pao and www.cninfo.com.cn.
Announcement on Resolutions of the 75th Meeting of
The 75th Meeting of
the 7th Board of Directors (No.: 2022-034) disclosed
the 7th Board of 28 October 2022 29 October 2022
on China Securities Journal, Securities Times, Ta
Directors
Kung Pao and www.cninfo.com.cn.
Announcement on Resolutions of the 76th Meeting of
The 76th Meeting of
the 7th Board of Directors (No.: 2022-043) disclosed
the 7th Board of 7 December 2022 8 December 2022
on China Securities Journal, Securities Times, Ta
Directors
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
The director
Total number Board
Board Board failed to
of board Board meetings
meetings meetings the attend two General
meetings the meetings attended by
Director attended director consecutive meetings
director was attended on way of
through a failed to board attended
eligible to site telecommuni
proxy attend meetings
attend cation
(yes/no)
Tang
7 0 7 0 0 No 2
Xiaoping
Deng
7 0 7 0 0 No 2
Kangcheng
Wang Jianfei 7 0 7 0 0 No 2
Wen Li 7 0 7 0 0 No 2
Sun Minghui 7 0 7 0 0 No 2
Kang
7 0 7 0 0 No 2
Xiaoyue
He Zuowen 7 0 7 0 0 No 2
Mi Xuming 7 0 7 0 0 No 2
Liu Zhengyu 6 0 6 0 0 No 0
Why any independent director failed to attend two consecutive board meetings:
Not applicable
38
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
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
Other
Number informat Details
of ion about
Commit meeting Conven Important opinions and suggestions about issues
Members Content
tee s ed date raised the with
convene perform objections
d ance of (if any)
duty
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
Deliberation
Business Enterprises. The Company
14 on the
has always been cautious about
January Company’s
changes in accounting policies and
2022 2021 financial
accounting estimates. There is no use
statements
or abuse of changes in accounting
Audit
He policies or accounting estimates to
Commit
Zuowen, adjust profits. The financial
tee of
Sun
the 4 statements prepared by the Company
Minghui,
Board of are true and reliable with complete
Mi
Director contents.
Xuming
s Deliberation
It is believed that the Company’s
on the
2021 financial statements prepared by
preliminary
Grant Thornton China (LLP) comply
audit opinions
with all provisions of the Accounting
10 of Grant
Standards for Business Enterprises,
March Thornton
and truly and completely represent
2022 China (LLP)
the Company’s financial position as
on the
of 31 December 2021 and its
Company’s
operating results and cash flows for
2021 financial
the year 2021 in all material respects.
statements
Deliberation It is believed that Grant Thornton
17 on the China (LLP) has completed the audit
39
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
March summary of of the Company’s 2021 financial
2022 the 2021 audit statements well.
service
provided by
Grant
Thornton
China (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 2021 financial
statements and internal control, Grant
Thornton was able to earnestly
Deliberation
perform its duties in accordance with
21 on the
the requirements of the auditing
October proposed
standards and the Basic Code for
2022 renewal of the
Internal Control of Enterprises. It
audit firm
independently, objectively and fairly
evaluated the Company’s financial
position and operating results,
demonstrating occupational ethics
and professional competence.
Therefore, it is proposed to the
Company’s Board of Directors that
Grant Thornton should be renewed as
the auditing agency for the
Company’s 2022 financial statements
and internal control.
It is held that the Management
Measures for Business Performance
Deliberation
Appraisal and Remuneration
on the
Management of Senior Management
Proposal on
Members (Trial) formulated by the
Formulating
Company is in line with the income
the
distribution policy for state-owned
Management
enterprises and the relevant
22 Measures for
regulations of Shenzhen SASAC, can
Business
Februar effectively enhance the loyalty and
Performance
y 2022 diligence consciousness of the
Appraisal and
Remune management team, further improve
Remuneration
the performance appraisal and
ration Management
incentive and restraint mechanism for
and of Senior
Mi senior management members and
Apprais Management
Xuming, advance the Company’s corporate
Members
al governance, and is conducive to the
Wang (Trial)
Commit 4 Company’s long-lasting and healthy
Jianfei, development.
tee of
He Deliberation
the It is believed that the remuneration
Zuowen on the annual
Board of decision-making procedures for the
remuneration
Director Company’s directors, supervisors and
of directors,
s senior management are compliant, the
17 supervisors
remuneration payment standards for
and senior
March the Company’s directors, supervisors
management
2022 and senior management are in line
as disclosed in
with the regulations of the
the
remuneration system, and that the
Company’s
remuneration disclosed in the 2021
2021 annual
annual report is true and accurate.
report
Review of the It is held that:
29 April Implementatio 1. The Implementation Plan for
2022 n Plan for Performance Appraisal of Senior
Performance Management Members in 2021 is in
40
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
Appraisal of line with the Company requirements
Senior put forward in the Management
Management Measures for Business Performance
Members in Appraisal and Remuneration
2021, the Management of Senior Management
Implementatio Members, the appraisal indicators are
n Plan for scientifically and reasonably set, and
Performance the plan is conducive to further
Appraisal of improving the incentive and restraint
Senior mechanism for senior management
Management members.
Members in 2. The Implementation Plan for
2022 and the Performance Appraisal of Senior
2022 Management Members in 2022 is in
Statement of line with the Company requirements
Responsibility put forward in the Management
of Senior Measures for Business Performance
Management Appraisal and Remuneration
Members for Management of Senior Management
Business Members, the appraisal indicators are
Performance scientifically and reasonably set, and
the plan is conducive to further
improving the incentive and restraint
mechanism for senior management
members.
3. The 2022 Statement of
Responsibility of Senior Management
Members for Business Performance is
in line with the Company’s Articles of
Association and the Management
Measures for Business Performance
Appraisal and Remuneration
Management of Senior Management
Members, and is conducive to further
improving the incentive and restraint
mechanism for senior management
members and promoting the
Company’s long-lasting and healthy
development.
It is held that the decision-making
process of the performance appraisal
of senior management members of
Review of the the Company in 2021 conforms to the
results of relevant laws and regulations of
performance China and the Company’s Articles of
appraisal of Association and Management
7 senior Measures for Business Performance
Decemb management Appraisal and Remuneration
er 2022 members of Management of Senior Management
SPG in 2021 Members, and has caused no damage
and the result to the interests of the Company or its
application shareholders. Therefore, the
plan Committee recognizes the above and
agrees to submit them to the 76th
Meeting of the 7th Board of Directors
of the Company for deliberation.
It is believed that Mr. Huang Weijun
Deliberation and Mr. Wu Zhiyong are not involved
on the in the circumstances stipulated in the
Nominat
ion Kang nomination of Company Law that prohibit them
Commit Xiaoyue, Mr. Huang from serving as a director, a
tee of Deng 22 July Weijun and supervisor or a senior management
the Kangchen 1
2022 Mr. Wu member, have never received
Board of g, He Zhiyong as punishment by the China Securities
Director Zuowen
the Regulatory Commission and other
s
Company’s relevant authorities or disciplinary
vice managers action by the stock exchange, have
not been placed on file for
41
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
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 regulations, are
not a defaulter, are not a person held
liable or punished for dishonesty, and
have the qualifications required by
relevant laws, administrative
regulations, departmental rules, and
normative documents. It is agreed that
Mr. Huang Weijun and Mr. Wu
Zhiyong may be recommended as the
Company’s vice managers.
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 the period-end 112
Number of in-service employees of major subsidiaries at the
period-end 164
Total number of in-service employees at the period-end 276
Total number of paid employees in the Reporting Period 273
Number of retirees to whom the Company as the parent or its
major subsidiaries need to pay retirement pensions 0
Functions
Function Employees
Production 137
Sales 14
Technical 15
Financial 32
Administrative 78
Total 276
Educational backgrounds
Category Number
Doctors 2
Masters 21
Bachelors 103
College graduates 72
Technical secondary school graduates 11
High school graduates and below 67
Total 276
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.
42
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
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
As audited by Grant Thornton Certified Public Accountants (Special General Partnership), ShenZhen Special
Economic Zone Real Estate & Properties (Group) Co., Ltd. as the parent recorded retained earnings of
RMB1,474,557,043.86 at the beginning of 2022. This, plus the net profit of RMB341,088,743.27 in 2022, and minus
the 10% statutory surplus reserve of RMB34,108,874.33 and the payout in 2022 of the 2021 dividend of
RMB89,026,080.00, equals the distributable profit of RMB1,692,510,832.80.
According to the Company’s Articles of Association and taking into account the actual situation and future
development of the Company, a final dividend plan for 2022 has been proposed as follows: based on the total share
capital of 1,011,660,000 shares at 31 December 2022, a cash dividend of RMB0.61 (tax inclusive) per 10 shares is to
be distributed to the shareholders, with no bonus issue from either profit or capital reserves.
A total of RMB61,711,260.00 of cash dividends will be distributed, accounting for 40.15% of the consolidated net
profit of RMB153,718,805.57 attributable to the Company as the parent for the year. And the retained earnings of
RMB1,630,799,572.80 will be carried forward to the next accounting period.
Special statement about the cash dividend policy
In compliance with the Company’s Articles of Association and
Yes
resolution of general meeting
Specific and clear dividend standard and ratio Yes
Complete decision-making procedure and mechanism Yes
Independent directors faithfully performed their duties and
Yes
played their due role
Non-controlling interests are able to fully express their opinion
Yes
and desire and their legal rights and interests are fully protected
In case of adjusting or changing the cash dividend policy, the
conditions and procedures involved are in compliance with Not applicable
applicable regulations and transparent
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 a re positive.
□Applicable Not applicable
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) 0.61
Total shares as the basis for the profit distribution proposal 1,011,660,000
(share)
Cash dividends (RMB) (tax inclusive) 61,711,260.00
43
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
Cash dividends in other forms (such as share repurchase)
(RMB) 0.00
Total cash dividends (including those in other forms) (RMB) 61,711,260.00
Distributable profit (RMB) 1,692,510,832.80
Total cash dividends (including those in other forms) as % of
total profit distribution 100%
Cash dividend policy
It’s not easy to distinguish in the Company’s development stage. While, when there is a major capital spending, the percentage of
cash dividends to the profit distribution shall be 20% at least when conducting the profit distribution.
Details about the proposal for profit distribution and converting capital reserve into share capital
The Profit Distribution Plan of 2022 was reviewed and approved by the 78th Meeting of the 7th Board of Directors held on 17
March 2023, and intended to be submitted to The 2022 Annual General Meeting for review. Based on the total 1,011,660,000
shares of the Company as at 31 December 2022, a cash dividend of RMB0.61 (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 Shareholde rs’
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 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 Countermeasur Settlement Follow-up
Subsidiary Integration plan Problem
progress es taken progress settlement plan
N/A N/A N/A N/A N/A N/A N/A
Note: 1. No new subsidiary was purchased during the Reporting Period.
44
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2022
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
self-evaluation report 18 March 2023
Index to the disclosed internal control
self-evaluation report 2022 Internal Control Self-Evaluation Report on www.cninfo.com.cn
Evaluated entities’ combined assets as %
of consolidated total assets 81.50%
Evaluated entities’ combined operating
revenue as % of consolidated operating 95.37%
revenue
Identification standards for internal control weaknesses
Weaknesses in internal control over Weaknesses in internal control not
Type
financial 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 Company in line with the actual
the influence scope and other factors. If
situation, when the follows events or
the follows events or indicators occur,
indications happen, which means there
there may be serious or important defects
probably existing serious or important
of internal control in the non-financial
defects in the financial report; (1) the
statements:(1) Lack democratic decision-
directors, supervisors and senior
making process, if lack significant
executives were fraud. (2) Certified
problem decision-making, important
Public Accountant find that there is a
appointment and dismissal of cadres,
significant error in the financial report,
Nature standard significant project investment decision-
however, the internal control did not
making; usage of large capital (three
discover it when conducting internal
important, one large); (2) Unscientific
control; (3) The Audit Committee under
decision-making process, such as the
the Board and Internal Audit Service's
major decision-making errors, has caused
supervision to the internal control is
a serious property loss to the company;
invalid. (4) The accounting personnel
(3) Seriously violating state laws and
were without necessary qualities to
regulations; (4) Loss of key management
complete the preparation of financial
personnel or important talent; (5)
statements.
Negative news media appear frequently
and widely spread; (6) The results of the
internal control evaluation especially
large or significant defects have not been
corrected. (7) Important business systems
lack control rules, or systemic failure.
Serious defects: the defects, or defect
group may lead to the financial results
misstatement or potential losses >3% of The criterion of quantity of the
net assets; important defects: 1% of net recognition of defects of internal control
assets
