2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
SHENZHEN PROPERTIES & RESOURCES
DEVELOPMENT (GROUP) LTD.
2012 ANNUAL REPORT
March 2013
1
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section I. Important Notes, Contents & Explanation
The Board of Directors, the Supervisory Committee, directors, supervisors and senior
management staff of Shenzhen Properties & Resources Development (Group) Ltd.
(hereinafter referred to as “the Company”) warrant that this report does not contain
any false or misleading statements or omit any material facts and hereby accept,
individually and collectively, responsibility for the factuality, accuracy and
completeness of the contents carried in this report.
Mr. Chen Yugang, Company Principal, Mr. Wang Hangjun, Person in Charge of
Accounting Work, CFO Mr. Gong Sixin and Ms. Shen Xueying, Person-in-charge of
the accounting organ (Chief of Accounting) and Financial Manager, hereby confirm
that the Financial Report enclosed in the Annual Report is true and complete.
All directors have attended the board session for reviewing this report.
The Company plans not to distribute cash dividends or bonus shares or turn capital
reserve into share capital.
This report is prepared in both Chinese and English. Should there be any
understanding discrepancy between the two versions, the Chinese version shall
prevail.
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Contents
2012 Annual Report ...........................................................................................................................1
Section I. Important Notes, Contents & Explanation.....................................................................2
Section II. Company Profile..............................................................................................................4
Section III. Accounting & Financial Highlights ..............................................................................6
Section IV. Report of the Board of Directors.................................................................................10
Section V. Significant Events...........................................................................................................25
Section VI. Change in Shares & Shareholders ..............................................................................35
Section VII. Directors, Supervisors, Senior Management Staff & Employees...........................42
Section VIII. Corporate Governance .............................................................................................49
Section IX. Internal Control ...........................................................................................................54
Section X. Financial Report ............................................................................................................60
Section XI. Documents Available for Reference..........................................................................209
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section II. Company Profile
I. Basic information of the Company
Stock abbreviation SWYA, SWYB Stock code 000011、200011
Stock exchange listed with Shenzhen Stock Exchange
Chinese name of the Company 深圳市物业发展(集团)股份有限公司
Abbr. of the Chinese name of
深物业集团
the Company
English name of the Company
ShenZhen Properties & Resources Development (Group) Ltd.
(if any)
Abbr. of the English name of
SZPRD
the Company (if any)
Legal representative of the
Mr. Chen Yugang
Company
39/F and 42/F, International Trade Center, Renmin South Road, Shenzhen, Guangdong
Registered address
Province, P.R.China
Postal code for the registered
518014
address
39/F and 42/F, International Trade Center, Renmin South Road, Shenzhen, Guangdong
Office address
Province, P.R.China
Postal code for the office
518014
address
Internet website of the
www.szwuye.com.cn
Company
II. For Contact
Company Secretary Securities Affairs Representative
Name Fan Weiping
Qian Zhong, Huang Fengchun
42/F, International Trade Center, Renmin 42/F, International Trade Center, Renmin
Contact address South Road, Shenzhen, Guangdong South Road, Shenzhen, Guangdong
Province, P.R.China Province, P.R.China
Tel. 0755-82211020 0755-82211020
Fax 0755-82210610, 82212043 0755-82210610, 82212043
E-mail 000011touzizhe@163.com 000011touzizhe@163.com
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
III. About information disclosure and where this report is placed
Newspapers designated by the Company for A-share: Securities Times
information disclosure B-share: Ta Kung Pao (HK)
Internet website designated by CSRC for
www.cninfo.com.cn
disclosing this report
BOD Office, 42/F, International Trade Center, Renmin South Road, Shenzhen,
Where this report is placed
Guangdong Province, P.R.China
IV. Change of the registered information
Registration code of
Registration date Registration place Business license No. Organizational code
taxation
Industrial and
Commercial
Administration
Initial registration 17 Jan. 1983 440301103570124 440301192174135 19217413-5
Bureau of Shenzhen
Municipal
Government
Change of the Company’s main business
Unchanged
since listing (if any)
Changes of the controlling shareholder (if
Unchanged
any)
V. Other information
The CPAs firm hired by the Company:
Name Union Power Certified Public Accountants Co., Ltd.
Office address 16th - 18th Floor, Tower B, Wuhan International Mansion
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section III. Accounting & Financial Highlights
I. Major accounting data and financial indicators
Does the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy or
correction of any accounting error?
√ Yes □ No
Increase or
decrease of this
2011 2010
year over last
2012
year (%)
Before After After Before After
adjustment adjustment adjustment adjustment adjustment
Operating revenues (RMB 1,861,298,830. 1,408,565,307. 1,430,211,933. 1,016,389,026.
30.14% 993,175,350.38
Yuan) 99 32 75 19
Net profit attributable to
shareholders of the Company 375,422,129.64 257,461,077.54 261,108,340.62 43.78% 174,998,534.79 176,701,254.63
(RMB Yuan)
Net profit attributable to
shareholders of the Company
337,545,206.86 257,538,768.66 257,538,768.66 31.07% 160,273,095.99 160,273,095.99
after extraordinary gains and
losses (RMB Yuan)
Net cash flows from operating -361,467,587.7 -354,083,921.1 -101,778,470.6
805,714,197.38 327.55% -92,901,678.94
activities (RMB Yuan) 0 3 4
Basic EPS (RMB Yuan/share) 0.6299 0.432 0.4381 43.78% 0.2936 0.2965
Diluted EPS (RMB Yuan/share) 0.6299 0.432 0.4381 43.78% 0.2936 0.2965
ROE (%) 28.43% 25.67% 25.79% 2.64% 23.27% 23.28%
Increase or
decrease of this
As at 31 Dec. 2011 year-end than As at 31 Dec. 2010
As at 31 Dec.
last year-end
2012
(%)
Before After After Before After
adjustment adjustment adjustment adjustment adjustment
4,006,705,938. 3,499,608,314. 3,552,025,374. 2,913,281,353. 2,982,006,967.
Total assets (RMB Yuan) 12.8%
73 21 73 84 39
Net assets/owners’ equity
1,502,852,915. 1,130,243,873. 1,141,460,658.
attributable to shareholders of 31.66% 874,185,621.88 881,777,845.08
53 92 78
the Company (RMB Yuan)
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
II. Differences between accounting data under domestic and overseas accounting standards
1. Differences of net profit and net assets disclosed in financial reports prepared under international and
Chinese accounting standards
Unit: RMB Yuan
Net profit attributable to shareholders of the Net assets attributable to shareholders of the
Company Company
2012 2011 Closing amount Opening amount
According to Chinese
375,422,129.64 261,108,340.62 1,502,852,915.53 1,141,460,658.78
accounting standards
Items and amounts adjusted according to international accounting standards
According to international
375,422,129.64 261,108,340.62 1,502,852,915.53 1,141,460,658.78
accounting standards
2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and
Chinese accounting standards
Unit: RMB Yuan
Net profit attributable to shareholders of the Net assets attributable to shareholders of the
Company Company
2012 2011 Closing amount Opening amount
According to Chinese
375,422,129.64 261,108,340.62 1,502,852,915.53 1,141,460,658.78
accounting standards
Items and amounts adjusted according to overseas accounting standards
According to overseas
375,422,129.64 261,108,340.62 1,502,852,915.53 1,141,460,658.78
accounting standards
3. Explain reasons for the differences between accounting data under domestic and overseas accounting
standards
No difference
III. Items and amounts of extraordinary gains and losses
Unit: RMB Yuan
Items 2012 2011 2010 Notes
Gain/loss on the disposal of non-current
assets (including the offset part of the asset 534,657.73 -26,955.97 3,666,926.49
impairment provisions)
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Government grants recognized in the current
year, except for those acquired in the
ordinary course of business or granted at 1,720,000.00
certain quotas or amounts according to the
country’s unified standards
The gain of RMB
47,444,108.36 on
non-monetary asset
swap was formed in
the asset trade-in
Gain/loss on non-monetary asset swap 47,444,108.36
between the Company
and Shenzhen
Investment Holdings.
See the asset trade-in
matters for details.
The expenses of RMB
-3,152,560.00 on
business
reorganization, such
as expenses on staff
Expenses on business reorganization, such arrangements,
as expenses on staff arrangements, -3,152,560.00 -87,077.70 integration, etc. were
integration, etc. because the subsidiary
Shenxin Taxi carried
out three mechanisms
in the reporting period
to reform the
dismissal welfare.
Current gains and losses of subsidies
acquired from business combination under
1,312,539.70 2,936,782.09 2,740,419.93
the same control as from period-begin to
combination date
Gain/loss on contingent events irrelevant to
3,533,281.90
the Company’s normal business
Gains and losses on change in fair value
from tradable financial assets and tradable
financial liabilities, as well as investment
income from disposal of tradable financial
240,074.81 39,900.00
assets and tradable financial liabilities and
financial assets available for sales except for
effective hedging related with normal
businesses of the Company
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Reversal of provision for impairment that
623,086.75 842,092.26 1,478,071.21
made impairment test independently
Non-operating income and expense other
778,062.12 -1,458,137.35 6,620,338.00
than the above
Income tax effects 11,982,949.11 26,727.37 526,001.10
The minority interests
effects were the
gain/loss distributable
to Shenzhen
Minority interests effects (after tax) -599,977.23 -1,062,443.49 1,037,700.09 Investment Holdings
for Jan.-May 2012
when the subsidiary
Shenxin Taxi stripped
off assets.
Total 37,876,922.78 3,569,571.96 16,428,158.64 --
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section IV. Report of the Board of Directors
I. Overview
In 2012, the central government made clearer the real estate macro-control concept of “protect rational demand for
residence purpose and restrain demand for speculative investment purpose”. It continued to carry out policies such
as differential credit and limited housing purchase in a strict manner. Many cities in the country adjusted their
housing reserve funds mechanisms and increased the first house credit line to meet rational demands. In the year,
the central bank decreased the deposit reserve rate and the interest rate twice. The said policies resulted in an
obvious “down and then up” trend in the real estate market. The first-hand commercial house turnover of major
cities in China picked up in the second half of the year from both the same period of last year and the first half of
the year. De-inventory of real estate enterprises accelerated and major enterprises excellently fulfilled their sales
amount and area goals, with their capital status improving significantly. As a result, the second half of the year
saw a heat-up of the land market, with investment growth in real estate development gradually picking up.
In view of the heat-up in some regional real estate markets at the end of 2012 and in the beginning of 2013, the
central government unveiled in Feb. 2013 the “new five real estate macro-control measures of the State Council”,
fully indicating its determination to maintain stability of house prices through policy. As local governments unveil
their specific implementation measures, new effects will take place in the market. The Company will pay close
attention to the effects of relevant policies on the market, attach importance to the ability to manage multiple real
estate projects and focus on improving the project development and management capability. At the same time, it
will also emphasize building of the “SZPRD” brand and effectively enhance its ability to resist risks.
II. Main business analysis
1. Overview
For the reporting year, the Company achieved operating revenues of RMB 1,861,298,800, up 30.14% over last
year; operating profit of RMB 485,398,200, up 41.07% on a year-on-year basis; total profit of RMB 487,048,100,
up 42.01% from last year; and net profit of RMB 374,822,200, up 44.14% over last year.
The operating revenues, operating profit, total profit and net profit increased considerably mainly because the real
estate income rose significantly.
Overview of the reporting period progress of development strategies and business plans disclosed in previous periods:
State the reasons why the Company’s actual business performance is 20% lower or higher than the earning forecast for the reporting
period which has been publicly disclosed earlier:
□ Applicable √ Inapplicable
2. Revenues
Explanation:
The Company specializes in real estate development, with taxi transportation service, property
management, house leasing, etc. as its sidelines. In 2012, the revenue generated from the main
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
business reached RMB 1,827,263,100, representing a year-on-year growth of 30.59%; and gross
profit of the main business reached RMB 993,371,300.
The sales income from the top five customers reached RMB 326,371,800, accounting for 17.86% of
the main business income.
Is the Company’s goods selling revenue higher than the service revenue?
□ Yes □ No
Major orders held:
□ Applicable √ Inapplicable
Significant change or adjustment of the Company’s products or services during the reporting period:
□ Applicable √ Inapplicable
Major customers:
Total sales to the top 5 customers (RMB Yuan) 326,371,841.37
Ratio of the total sales to the top 5 customers to the
17.53%
annual total sales (%)
Information about the top 5 customers:
√ Applicable □ Inapplicable
Serial No. Name of customer Sales (RMB Yuan) Proportion in annual total sales (%)
1 Shenzhen Investment Holdings Co., Ltd. 286,024,220.45 15.37%
2 Natural person 13,073,842.00 0.7%
3 Natural person 10,357,958.00 0.56%
4 Tianhong Shopping Plaza Co., Ltd. 9,368,289.92 0.5%
5 Feiran Technology (Shenzhen) Co., Ltd. 7,547,531.00 0.41%
Total —— 326,371,841.37 17.53%
3. Costs
Real estate development and operation is the core business of the Company. When developing a project, the
Company chooses the general contractor or the design institution in the form of open bidding in the government’s
relevant construction engineering trading service center according to bidding laws and regulations of China and
the project location. For general contracting, the contractor shall purchase main construction materials, and the
Company is responsible for procurement for the marketing center on site, sample house decoration, external
landscaping, some engineering design, etc. The above-mentioned bidding or procurement projects shall be carried
out and the contractors shall be determined according to the bidding administrative rules of the Company. The
procurement from the top five suppliers totaled RMB 50.55 million for the year, accounting for 53.8% of the total
procurement.
Major suppliers:
Total purchases from the top 5 suppliers （RMB Yuan） 50,549,459.00
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Ratio of the total purchases from the top 5 suppliers to the
53.85%
annual total purchases（%）
Information about the top 5 suppliers:
√ Applicable □ Inapplicable
Procurement amount (RMB Proportion in annual total procurement
Serial No. Name of supplier
Yuan) amount (%)
Jiangsu Shanshui Environmental
1 15,959,021.00 17%
Construction Group Co., Ltd.
Nantong Construction Group Joint-Stock
2 12,548,438.00 13.37%
Co., Ltd.
Aube Architecture Design (France) Co.,
3 9,920,000.00 10.57%
Ltd.
Shenzhen Jian Zhuang Ye Group (Stock)
4 6,380,000.00 6.8%
Co., Ltd.
Huasen Architectural & Engineering
5 5,742,000.00 6.11%
Designing Consultant Ltd.
Total —— 50,549,459.00 53.85%
4. Expense
YoY changes of the operating expenses, administrative expenses, financial expenses and income tax
expenses, as well as the main reasons for the changes:
Item Jan.-Dec. 2012 (RMB Jan.-Dec. 2011 (RMB YoY +/-%
Yuan) Yuan)
Operating expenses 43,951,174.60 32,792,286.16 34.03
Financial expenses -1,504,589.66 12,452,491.31 -112.08
Income tax 112,225,990.61 82,914,212.42 35.35
expenses
Explanation:
① Operating expenses increased mainly because projects for sale increased and marketing was
enhanced according to the market changes, causing increase of the marketing expenses.
② Financial expenses decreased mainly because last year, bank borrowings that did not satisfy
capitalization conditions were recorded into financial expenses.
③ Income tax expenses increased mainly because total profit rose.
5. Cash flows
Unit: RMB Yuan
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Item 2012 2011 YoY +/-（%）
Subtotal of cash inflows from
2,164,869,117.40 794,880,082.28 172.35%
operating activities
Subtotal of cash outflows from
1,359,154,920.02 1,148,964,003.41 18.29%
operating activities
Net cash flows from operating
805,714,197.38 -354,083,921.13 327.55%
activities
Subtotal of cash inflows from
10,486,382.45 6,020,861.21 74.17%
investing activities
Subtotal of cash outflows from
4,327,597.65 16,042,221.98 -73.02%
investing activities
Net cash flows from investing
6,158,784.80 -10,021,360.77 161.46%
activities
Subtotal of cash inflows from
186,000,000.00 612,495,212.00 -69.63%
financing activities
Subtotal of cash outflows from
669,463,515.74 324,324,897.53 106.42%
financing activities
Net cash flows from financing
-483,463,515.74 288,170,314.47 -267.77%
activities
Net increase in cash and cash
328,410,569.80 -76,152,852.96 531.25%
equivalents
Reasons for any over-30% YoY movement of the data above:
√ Applicable □ Inapplicable
① Subtotal of cash inflows from operating activities increased over last year mainly because
capital inflows increased due to sale of projects.
② Net cash flows from operating activities increased over last year mainly because capital inflows
increased due to sale of projects.
③ Subtotal of cash inflows from investing activities increased over last year mainly because the
cash received as investment gains increased.
④ Subtotal of cash outflows from investing activities decreased over last year mainly because
vehicle renewal of the relevant subsidiary was less.
⑤ Net cash flows from investing activities increased over last year mainly because the cash
received as investment gains increased and vehicle renewal of the relevant subsidiary was less.
⑥ Subtotal of cash inflows from financing activities decreased over last year mainly because the
cash received as borrowings decreased.
⑦ Subtotal of cash outflows from financing activities increased over last year mainly because the
cash used for loan repayment increased.
⑧ Net cash flows from financing activities decreased over last year mainly because the Company
secured fewer borrowings and repaid more loans.
⑨ Net increase in cash and cash equivalents increased over last year mainly because capital
inflows increased due to sale of projects.
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Reasons for a big difference between the operating cash flows and the net profit:
√ Applicable □ Inapplicable
There was a great difference between the net cash flows of RMB 805,714,197.38 from operating
activities and the net profit of RMB 374,822,152.41. This was mainly because the “cash received
from sale of goods and rendering of services” in the cash flow statement was larger than the
corresponding “operating revenues” in the income statement due to the fact that the Company
received some prepayments for part of the projects but the terms of settlement had not yet been
satisfied.
III. Breakdown of main business
Unit: RMB Yuan
Increase/decrease Increase/decrease
Increase/decrease
Operating Gross profit rate of operating of gross profit
Operating costs of operating costs
revenues (%) revenues over last rate over last year
over last year (%)
year (%) (%)
Classified by industry:
Real estate 1,429,818,416.04 529,936,876.93 62.94% 37.48% 86.91% -9.8%
Property
management and 284,730,882.17 240,033,558.66 15.7% 13.96% 7.26% 5.26%
leasing
Transportation 71,332,140.87 36,881,838.97 48.3% -1.58% 14.03% -7.08%
Catering service 25,909,847.37 21,782,438.16 15.93% 16.43% 21.08% -3.23%
Other 15,471,780.42 5,257,045.72 66.02% 5.62% 45.43% -9.3%
Classified by product:
Real estate 1,429,818,416.04 529,936,876.93 62.94% 37.48% 86.91% -9.8%
Property
management and 284,730,882.17 240,033,558.66 15.7% 13.96% 7.26% 5.26%
leasing
Transportation 71,332,140.87 36,881,838.97 48.3% -1.58% 14.03% -7.08%
Catering service 25,909,847.37 21,782,438.16 15.93% 16.43% 21.08% -3.23%
Other 15,471,780.42 5,257,045.72 66.02% 5.62% 45.43% -9.3%
Classified by region:
Shenzhen 1,714,040,958.25 733,366,869.03 57.21% 32.39% 55.42% -6.34%
Other 113,222,108.62 100,524,889.41 11.21% 8.3% 12.46% -3.28%
Where the Company’s accounting standard of the main business data above changed during the reporting period, give the main
business data of the latest year adjusted according to the accounting standard at the end of the reporting period:
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
□ Applicable √ Inapplicable
IV. Asset and liability analysis
1. Major changes of asset items
Unit: RMB Yuan
As at 31 Dec. 2012 As at 31 Dec. 2011
Proportio
Proportion in Proportion in
n change Explain any major change
Amount total assets Amount total assets
（%）
(%) (%)
797,724,311.3 Capital inflows increased due to sale of
Monetary funds 19.91% 469,313,741.57 13.21% 6.7%
7 projects.
Increase of receivables from house
Accounts
76,584,008.68 1.91% 70,557,693.71 1.99% -0.08% owners by the property management
receivable
subsidiary
The prepayment for some land in
2,300,674,551. 1,814,992,629.
Inventories 57.42% 51.1% 6.32% Yangzhou was transferred in and the
14 34
project input increased.
Investing real 285,258,604.1
7.12% 302,632,518.55 8.52% -1.4% Provisions for depreciation
estate 7
Long-term equity
84,249,349.70 2.1% 81,103,539.95 2.28% -0.18% Earnings from associates increased.
investment
Some fixed assets for leasing were
transferred into investing real estate
Fixed assets 78,821,168.21 1.97% 86,855,289.26 2.45% -0.48%
and the relevant provisions for
depreciation were made.
Construction in
57,000.00 0% 57,000.00 0% 0%
process
The prepayment for some land in
Prepayments 64,714,990.11 1.62% 474,354,748.39 13.35% -11.73% Yangzhou was transferred in
inventories.
Deferred income 194,507,824.5 Increase of pre-withdrawn deductible
4.85% 124,102,202.41 3.49% 1.36%
tax assets 0 land VAT
2. Major changes of liability items
Unit: RMB Yuan
2012 2011 Proportio
n change Explain any major change
Amount Proportion in Amount Proportion in
（%）
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
total assets total assets
(%) (%)
Short-term 360,000,000.0 Some mature short-term borrowings
8.98% 601,495,212.00 16.93% -7.95%
borrowings 0 were repaid.
Long-term
19,316,666.64 0.48% 7,333,333.32 0.21% 0.27% Increase of borrowings
borrowings
The tentatively estimated cost
298,525,752.3
Accounts payable 7.45% 187,093,587.42 5.27% 2.18% increased as some projects were
2
completed.
Accounts
678,075,291.0
received in 16.92% 208,655,909.41 5.87% 11.05% Increase of project sale
1
advance
Some projects were carried forward
Taxes and fares 733,659,679.7
18.31% 499,957,087.36 14.08% 4.23% into revenues and the relevant land
payable 1
VAT provisions increased.
195,045,649.9 The payable for the land of the Moon
Other payables 4.87% 480,433,469.91 13.53% -8.66%
8 Bay was transferred out.
Non-current
liabilities due 14,909,888.32 0.37% 218,359,888.32 6.15% -5.78% Due liabilities were repaid.
within one year
3. Assets and liabilities measured at fair value
Unit: RMB Yuan
Gain/loss on
Cumulative fair Impairment Purchased
fair value Sold amount in
Opening value change provisions in amount in the Closing
Item change in the the reporting
amount recorded into the reporting reporting amount
reporting period
equity period period
period
Financial assets
1. Financial
assets
measured at
fair value and
of which
changes are 0.00 0.00
recorded into
current
gains/losses
(excluding
derivative
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
financial
assets)
2. Derivative
0.00 0.00
financial assets
Subtotal of
0.00 0.00
financial assets
Total of the
0.00 0.00
above
Financial
0.00 0.00
liabilities
Did any significant change occur to the attribute of the Company’s main asset measurement during the reporting period?
□ Yes √ No
V. Core competitiveness analysis
In face of a complex and changeable real estate market, the Company was honored as one of the “Top 100 Real
Estate Listed Companies of China for 2012” in the year. Meanwhile, Building No. 21 of SZPRDShengang No. 1
and SZPRDLangqiao International helped the Company win the best project award in the first “Golden Building
Awards” of Shenzhen and some other honors. The size and profitability of the Company keep increasing because
the existing Shenzhen projects have a great value due to low costs for land and the position in the core of the city;
and the Company has been carrying out the fine product strategy in recent years with highly-positioned
development projects, excellent product quality and an increasingly recognized brand image. In the coming future,
the Company will continue to adhere to the development philosophy of “Quality Property, Quality Life”, keep
increasing the management and operation capability, build up high-end products, better the brand, and cultivate
and improve the core competitiveness.
VI. Investment analysis
1. Investments in equities of external parties
(1) Securities investments
Equity-holdings in other listed companies:
Change of
Code of Name of Initial investment Stake in the Closing book Gain/loss for Accounting Source of
owners’ equity in
securities securities amount investee value reporting period title stock
reporting period
000509 S*STHS 2,962,500.00 0.33% 802,199.55 0.00 0.00 Purchasing
Long-term
legal person
equity
shares
investment
directionally
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Total 2,962,500.00 - 802,199.55 0.00 0.00
2. Analysis to main subsidiaries and stock-participating companies
Particulars about main subsidiaries and stock-participating companies:
Operating Operating
Main Total assets Net assets
Company Company Registered revenues profit Net profit
Industry products/ser (RMB (RMB
name variety capital (RMB (RMB (RMB Yuan)
vices Yuan) Yuan)
Yuan) Yuan)
Constructio
n, operation
and
Shenzhen
managemen
Huangchen
t of 1,937,161,3 490,463,07 1,375,285,5 458,707,1 345,045,448.
g Real Subsidiary Real estate 30,000
developmen 66.63 1.30 06.24 50.73 06
Estate Co.,
t facilities
Ltd.
at
Huanggang
Port
SZPRD
Developme
Real Estates 697,633,47 99,418,957. 99,259,652. 28,239,58 21,116,343.1
Subsidiary Real estate nt of real 30,950
Developme 4.81 23 00 6.14 0
estate
nt Co., Ltd.
Explain particulars about main subsidiaries and stock-participating companies:
The operating profit and net profit of Shenzhen Huangcheng Real Estate Co., Ltd. increased significantly due to
the considerable growth of the real estate sales income. And the profit was turned in, so net assets remained
almost the same.
Subsidiaries acquired or disposed during the reporting period:
□ Applicable √ Inapplicable
3. Significant projects invested with non-raised funds
Unit: RMB’000
Estimated total Input for this Cumulative actual
Project name Project progress Project earnings
investment year input
SZPRD-Langqiao
Construction has
International (Langqiao 514,170 174,290.67 578,370.68 ——
been completed.
Residence)
SZPRD-Caitianyise Construction was
170,000 65,946.53 176,094.49 ——
about to come to
18
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
an end.
SZPRD-Banshanyujing
793,000 118,824.78 346,397.12 In construction ——
(first and second phases)
SZPRD-Songhulangyuan
(previously land in 687,110 10,741.25 234,982.86 In construction ——
Dalang, Dongguan)
SZPRD-Jinling Holiday
(previously land in 3,494.63 65,492.62 In preparation ——
Huanggang Port)
SZPRD-West Lake
Wonder (land in 185,849.14 621,738.94 In preparation ——
Yangzhou)
SZPRD-Blue Bay (land
906.38 272,210.75 In preparation ——
in the Moon Bay)
Total 560,053.38 2,295,287.46 ——
Note: All the above were real estate development projects.
VII. Entities controlled by the Company for special purposes
For details, see “Section X. Financial Report; VI. Business combination; 2. Events”.
VII. Outlook of the Company’s future development
1. Countermeasures against risks
(1) About policy risks
In 2013, the macro-control policies such as “limited purchase” will carry on and be further enhanced. Local
governments’ specific implementation rules of the “five real estate macro-control measures of the State Council”
will impose more requirements on differential credit, real estate tax, pre-sale management of commercial houses,
etc. This round of real estate macro-control will extend to the trading of second-hand houses, producing both
short-term and long-term effects on the market. As such, the market in 2013 is full of uncertainties.
The Company will attach great importance to studying the policy trend, enhance analysis on the specified policies
for the project locations, analyze possible market changes in depth and formulate development and marketing
strategies for all projects with the big picture in mind and within the framework of the annual goals.
(2) About financial risks
In the year, the central bank decreased the deposit reserve rate and the interest rate twice, giving some credit relief.
Despite a market recovery at the end of 2012, the policy of “limited purchase and credit” is still strict in 2013 and
the financing channels of real estate enterprises are greatly restrained. As such, the market uncertainties in 2013
may impose risks on the sales and capital inflow of the Company.
The Company will strengthen financial risk control and beef up capital inflow from project sale; activate the
existing assets and expand financing channels for more capital support; and enhance financial management and
stick to the management mode of “capital pool” within the Group to maximize the capital effects.
(3) About operating risks
19
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
① Operation risks
The real estate macro-control measures such as limited purchase and credit, mass construction of houses for
low-income people, etc. in recent years have objectively and relatively narrowed the market space, causing a shift
from an extensive to an intensive competition in the sector. With a bigger size, leading enterprises are gaining
more and more advantages in terms of financing, investment, risk resistance, etc. while small-and medium-sized
enterprises are facing fiercer competition.
The Company has always kept a clear mind in dealing with pressure from competition. It enhances the main
operation capability of real estate, accelerates the turnover of project development and makes full use of
re-investment to achieve snowball-style development. In order to ensure a sustainable development, the Company
will keep an eye on Shenzhen and its surroundings, Xuzhou, Yangzhou and other target land. Upon in-depth study
and analysis, the Company will increase its land reserve properly so as to expand the development scale.
Meanwhile, development and accumulation over a long time has given the Company excellent fundamentals. And
it will enhance its study on the capital market under the current conditions to look for opportunities to increase its
overall strength.
② Management risks
A good corporate management is an important guarantee for performance stability and financial security. Affected
by the real estate macro-control, the current operating environment in the sector is complex and changeable.
Along with more and more development projects, projects outside Shenzhen in particular, it is increasingly
complicated for the Company to manage. In 2012, the Company achieved outstanding progress in improving and
standardizing real estate development management, internal control & risk management, corporate culture
management, etc. In 2013, the Company will continue to improve all the management mechanisms; focus on the
formulation and execution of a brochure for real estate development; optimize the organizational, operation and
process management of the main business of real estate; and effectively enhance control over all projects.
2. Plans for 2013
For 2013, the Company plans to achieve main operating revenues of RMB 1.58 billion with the period expense
and cost at RMB 870 million. The Company will stabilize the sideline operation with increasing profitability as
the core, enhance scientific management, and strengthen mechanisms for risk control and internal control. It will
also build a professional and competitive team, cultivate a corporate culture of “be the first and reform for
growth”, and try to achieve a quality and steady growth, as well as a sustained overall development. The
Company will focus on the following tasks in 2013:
(1) With the fine product strategy as the core, the Company will try to achieve a sustained and sound growth of
the main business of real estate. On the basis of standardizing real estate development mechanisms and processes,
the Company will work on high-quality buildings, promote the brand image of “Quality Property, Quality Life”,
beef up the construction progress of all projects, input great efforts for the engineering quality, and improve
customer service for projects on sale. Meanwhile, it will enhance study on the government’s macro-economic
policies, analyze the real estate market policies in a scientific way, optimize its real estate development strategies,
improve the market-oriented operation of the main business of real estate, keep an eye on the land markets of the
second-and third-tier cities in the country, and increase its land reserve properly.
(2) The Company will improve management measures to enhance its scientific management capability. With the
“Real Estate Brochure” as the basis and project management as the core, the Company specifies the power &
responsibility mechanism and the management scope for real estate development, improves management
measures for all projects, specifies working standards and standardizes working processes. At the same time, it
completes the management mechanisms for financial affairs, personnel, business, etc. of its real estate subsidiaries
outside Shenzhen; builds up a data base of qualified suppliers; improves the post-project appraisal mechanism;
20
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
and keeps increasing its real estate development and management capability.
(3) The Company will promote and implement its cultural philosophy and make innovations of its corporate
culture. With its corporate culture brochure and employees’ brochure as the foundation, the Company standardizes
behaviors of its employees, promote pragmatism and efficiency among them, and encourages reform and
innovation. These will bring the philosophy of modern corporate management into minds of the employees,
enable the spirit of “be the first and reform for growth” to enter all sectors of the Company, and thus enable the
Company to enter a new stage of corporate culture development.
3. Particulars about demand for capital, plan for capital use and capital source
In the year 2013, it is expected that over RMB 660 million is needed for the construction in-progress of the
Company. In order to ensure the capital supply and satisfy the need of the business development, the Company
intends to solve the capital issue by more bank loans, the payment by customers for the real estate sold, etc.
IX. Explain change of the accounting policy, accounting estimate and measurement methods
as compared with the financial reporting of last year
N/A
X. Explain retrospective restatement due to correction of significant accounting errors in the
reporting period
N/A
XI. Explain change of the consolidation scope as compared with the financial reporting of last
year
See “Section X. Financial Report; VI. Business Combination and Consolidated Financial Statements; 2, 3 and 4”.
XII. Profit allocation and dividend distribution
Formulation, execution or adjustment of the Company’s profit distribution policy, especially the cash dividend policy, during the
reporting period:
In the reporting period, in order to set up a scientific, sustained and steady mechanism concerning returns for
shareholders as required by CSRC, the Company has worked out a plan for returns for shareholders for the
coming three years. Meanwhile, it revises its Articles of Association, which has increased the transparency of cash
dividend distribution, safeguarded the legal rights and interests of minority shareholders in a better way and
improved the corporate governance.
The Company’s preplans for profit distribution and turning capital reserve into share capital for the reporting period were in
compliance with relevant rules such as the Company’s Articles of Association.
The Company’s preplans or plans for profit distribution and turning capital reserve into share capital for the recent three years
(including the reporting year):
Year Plan for profit allocation or turning capital reserve into share capital
2012 The Company did not allocate profit or turn capital reserve into share capital.
21
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
2011 The Company did not allocate profit or turn capital reserve into share capital.
2010 The Company did not allocate profit or turn capital reserve into share capital.
Cash dividend distribution of the Company over the recent three years:
Unit: RMB Yuan
Ratio the amount of cash
Net profit attributable to
dividend to the net profit
Amount of cash dividend shareholders of the Company in
Year attributable to shareholders of
(tax included) the consolidated statement for
the Company in the
the year
consolidated statement (%)
2012 0.00 375,422,129.64 0%
2011 0.00 261,108,340.62 0%
2010 0.00 176,701,254.63 0%
The Company (including its subsidiaries) made profit in the reporting period and the retained profit of the Company (without
subsidiaries) was positive, but it did not put forward a preplan for cash dividend distribution:
√ Applicable □ Inapplicable
Reason for the Company (including its subsidiaries) making
profit in the reporting period with the retained profit of the
Use plan for retained profit
Company (without subsidiaries) being positive, but not putting
forward a preplan for cash dividend distribution
Considering the Company’s 2013 annual business plan, its
current capital situation and the continuously strict macro-control
by the government on the real estate market in 2013, the main
capital source of the Company in 2013, i.e. capital inflows from
sale of houses, is expected to be greatly uncertain. Therefore, in To be continuously input for development of the existing project
order to satisfy capital needs for project development and ensure
that all projects are developed in a smooth way and the strategic
planning goals are achieved, the Company will not allocate profit
or turn capital reserve into share capital for 2012.
XIII. Social responsibilities
Following a strict engagement procedure, the Company adhered to the open, transparent and fair engagement
principles, provided competitive remunerations and attracted a team of great talent. According to post and actual
needs, the Company enhanced training and provided its employees with high quality trainings such as new
employee trainings, occupational spirit trainings, leading capability trainings for managerial personnel, various
professional skill trainings, etc. to help its employees improve their comprehensive quality and professional skills.
Meanwhile, the Company encouraged a performance-oriented culture, objectively appraising employees’ working
performance and conducts through objective, fair, standardized, transparent and scientific performance appraisal
methods; promoting continuous improvement of the performance of both the Company and its employees; and
providing a fair development space for employees. The Company also worked on creating an active and healthy
cultural atmosphere for employees by encouraging them to attend various activities by the labor union such as
22
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
sports activities of badminton, soccer, mountain climbing and swimming. The Company built up a smooth
communication mechanism based on face-to-face talks, discussions and meetings, online forums, staff satisfaction
survey, etc. to listen to voices of its employees.
The Company is a big supporter for the “one-on-one” support project of SASAC. In 2012, it took an active part in
helping the poor area of Zhanjiang, contributing a great support to the local economy. It set up a poverty relief
fund and conducted the 7th campaign of “Hand in Hand, Heart to Heart” to donate to employees in difficulty. The
kind-hearted drivers of the subordinate businesses Shenzhen Guomao Vehicle Industry Co., Ltd. and Shenxin
Taxi Co., Ltd. organized a vehicle team to offer quality and free-of-charge transportation service to disabled
people, students who were going to attend the university entrance exam, other special groups and some large-sized
commonweal activities (like the Ceramic Fair).
XIV. Particulars about researches, visits and interviews received in this reporting period
Main discussion and
Time of reception Place of reception Way of reception Visitor type Visitor materials provided by the
Company
BOD Office of the When would the Qianhai
15 Feb. 2012 By phone Individual Investor
Company Project kick off?
Progress on the equity
BOD Office of the
16 Feb. 2012 By phone Individual Investor transfer of Shenxin Taxi
Company
Co., Ltd.
BOD Office of the Did the Company have any
2 Mar. 2012 By phone Individual Investor
Company project outside Shenzhen?
BOD Office of the Progress on the Qianhai
11 Apr. 2012 By phone Individual Investor
Company Project
BOD Office of the Progress on the projects
23 May 2012 By phone Individual Investor
Company outside Shenzhen
BOD Office of the When would the Qianhai
3 Jul. 2012 By phone Individual Investor
Company Project kick off?
BOD Office of the The Company’s dividend
18 Jul. 2012 By phone Individual Investor
Company planning
BOD Office of the Progress on the projects
9 Aug. 2012 By phone Individual Investor
Company outside Shenzhen
BOD Office of the Particulars about the project
11 Sept. 2012 By phone Individual Investor
Company in Yangzhou
Implementation of the stock
BOD Office of the
20 Sept. 2012 By phone Individual Investor right splitting reform by the
Company
majority shareholder
Investor interaction The Company’s market
31 Oct. 2012 Written inquiry Individual Investor
platform expansion plan
31 Oct. 2012 Investor interaction Written inquiry Individual Investor Countermeasures adopted
23
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
platform and the Company’s
expectations about the
market
BOD Office of the
14 Dec. 2012 Field research Individual Investor Project progress
Company
24
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section V. Significant Events
I. Significant lawsuit or arbitration
1. No new significant lawsuit or arbitration occurred in the reporting period.
2. Reporting period progress on significant lawsuits or arbitrations disclosed previously
(1) The case of “Meisi Company Lawsuit” disclosed continuously by the Company in the Annual Reports from
2004 to 2012
Shenzhen Meisi Industrial Co., Ltd. (“Meisi Company”) brought a civil action (Case (2009) SZFMWCZ No. 71)
against the Company in Feb. 2009. During the trial by Shenzhen Intermediate People’s Court, the plaintiff Meisi
Company filed a withdrawal application. Upon discussion by the Trial Committee of the court on 30 Sept. 2012,
the ruling was given that the plaintiff Meisi Company was permitted to withdraw its accusation.
On 8 Oct. 2012, the Company received the civil judgment issued by Guangdong Shenzhen Intermediate People’s
Court. The case withdrawal by Meisi Company left the ownership of the involved land and housing properties in
an uncertain status. Therefore, the Company brought a civil action against Meisi Company, hoping to solve this
ownership dispute through civil legal channels. On 26 Oct. 2012, the civil action brought by the Company against
Shenzhen Luohu Economic Development Co., Ltd. and Meisi Company was accepted by Guangdong Shenzhen
Intermediate People’s Court. The Company requested the court to rule that the land and housing properties
involved in the case shall belong to the Company. For details, see the interim announcements disclosed by the
Company on “Securities Times”, “Ta Kung Pao (HK)” and the website designated for information disclosure
(http://www.cninfo.com.cn) dated 10 Oct. 2012 and 29 Oct. 2012 respectively.
II. Occupation of the Company’s capital by the controlling shareholder and its related parties
for non-operating purposes
III. Asset transactions
1. Asset acquisition
Net profit Net profit Ratio of Relationsh
contributed to contributed to the net ip between
the Company the Company profit the
Transacti Transacti
from the from the contribut Related transaction
on party Asset on price
acquisition date year-begin to ed by the -party party and
or acquired (RMB Disclosure Disclosure
Progress to the the period-end asset to transact the
ultimate or Ten date index
period-end (RMB Ten the ion or Company
controlle bought in thousand
(RMB Ten thousand) Compan not (applicable
r )
thousand) (applicable for y to the for
(applicable for business total related-par
business combinations profit ty
25
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
combinations under the (%) transaction
not under the same control) s)
same control)
Land
Parcel
T102-02
37 of the
Shenzhe All
Moon Controllin
n transferre
Bay and g http://www.c
Investme d to the
100% 30,409 37.04 0.1% Yes shareholde 4 Sept. 2012 ninfo.com.c
nt Compan
equity r of the n
Holdings y in May
interests Company
Co., Ltd. 2012
of
Shenxin
Taxi Co.,
Ltd.
Overview of asset acquisition:
For details, see Section X. Financial Report: VI. Business Combination and Consolidated Financial Statements
and IX. Related parties and related-party transactions.
2. Sale of assets
Relation
Net
Ratio of ship
profit Whether
the net between
contribu or not Whether
profit the
ted by the or not
Transact contribu transacti the
the asset Gain/los ownersh creditor’
ion ted to Related- on party
from the s on sale ip of the s right
Transact price the Pricing party and the and Disclos
Asset Date of period-b (RMB asset liabilitie Disclos
ion (RMB Compan principl transacti Compan ure
sold sale egin to Ten involve s ure date
party Ten y by the e on or y involved index
the date thousan d has have
thousan asset not (applica
of sale d) been been
d) sale to ble for fully
(RMB fully transferr
the total related-
Ten transferr ed
profit party
thousan ed
(%) transacti
d)
ons)
Shenzhe Some 31 May
Controll http://w
n housing 2010 Market
ing 4 Sept. ww.cnin
Investm properti (owners 30,656 0 3,500 9.32% evaluati Yes Yes Yes
sharehol 2012 fo.com.
ent es such hip on price
der cn
Holding as the transfer
26
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
s Co., Huangc formalit
Ltd. heng ies
Square complet
held by ed in
the 2012)
Compan
y and its
wholly-f
unded
subsidia
ry
Shenzhe
n
Huangc
heng
Real
Estate
Co.,
Ltd.
Overview of sale of assets:
For details, see Section X. Financial Report: VI. Business Combination and Consolidated Financial Statements
and IX. Related parties and related-party transactions.
3. Business combination
For details, see Section X. Financial Report: VI. Business Combination and Consolidated Financial Statements
and IX. Related parties and related-party transactions.
IV. Significant related-party transactions
1. Credits and liabilities with related parties
Was there any credit or liability with any related party for non-operating purpose?
√ Yes □ No
Amount
Non-operating
Variety of Opening incurred in Closing
capital
Related party Relationship credit or Reason balance (RMB reporting balance (RMB
occupation or
liability Ten thousand) period (RMB Ten thousand)
not?
Ten thousand)
Shenzhen Guomao Joint venture
Creditor’s
Tian’an Properties Dividend
of the rights No 971 -971 0
receivable
Co., Ltd Company receivable
27
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
from the
related party
Creditor’s
The Company rights
Anhui Nanpeng Working
held a 30% receivable No 768 -3 765
Papermaking Co., Ltd funds
stake in it. from the
related party
Creditor’s
Shenzhen Guomao The Company rights
Working
Industry Development held a 38.33% receivable No 255 -20 235
funds
Co., Ltd. stake in it. from the
related party
Creditor’s
Shenzhen Wufang The Company rights
Working
Pottery & Porcelain held a 26% receivable No 175 175
funds
Industrial Co., Ltd stake in it. from the
related party
Under the Creditor’s
same control rights
Shenzhen Guest House Intra-Group
of the parent receivable No 91 91
Co., Ltd. funds
company of from the
the Company related party
Creditor’s
Controlling rights
Shenzhen Investment Intra-Group
shareholder of receivable No 16 26 42
Holdings Co., Ltd. funds
the Company from the
related party
Creditor’s
Joint venture rights
SZPRD Jifa Intra-Group
of the receivable No 1,555 400 1,955
Warehouse Co., Ltd funds
Company from the
related party
Creditor’s
Shenzhen Tian’an
Joint venture rights
International Building Intra-Group
of the receivable No 150 150
Property funds
Company from the
Management Co., Ltd
related party
Creditor’s
Shenzhen Guomao Joint venture rights
Tian’an Properties Intra-Group
of the receivable No 1,350 1,350
funds
Co., Ltd Company from the
related party
28
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Creditor’s Entrustment
Controlling rights borrowings
Shenzhen Investment
shareholder of receivable and No 76,177 -52,177 24,000
Holdings Co., Ltd.
the Company from the intra-Group
related party funds
V. Particulars about significant contracts and their fulfillment
1. Provision of guarantees
Unit: RMB Ten thousand
Guarantees provided by the Company for external parties (excluding those for subsidiaries)
Disclosure
date of Guarante
Actual
relevant Actual e for a
Amount for occurrence date Type of Period of Executed
Guaranteed party announcem guarantee related
guarantee (date of guarantee guarantee or not
ent on the amount party or
agreement)
guarantee not
amount
Shenzhen Guomao
23 May
Vehicle Industry Co., 2,600 11 Jan. 2012 2,420 Pledge 3 years No No
2011
Ltd.
Joint-liability
Shenzhen Guomao 23 May
4,000 27 Jul. 2012 4,000 guarantee; 1 year No No
Car Rental Co., Ltd. 2011
pledge
Shenzhen Guomao
19 Mar. Mortgage;
Vehicle Industry Co., 4,000 29 Mar. 2012 4,000 1 year No No
2010 pledge
Ltd.
Total external guarantee line Total actual occurred amount
approved during the reporting 0 of external guarantee during 10,420
period (A1) the reporting period (A2)
Total external guarantee line that Total actual external guarantee
has been approved at the end of 10,600 balance at the end of the 10,420
the reporting period (A3) reporting period (A4)
Guarantees provided by the Company for its subsidiaries
Disclosure
Guarante
date of Actual
Actual e for a
relevant Amount for occurrence date Type of Period of Executed
Guaranteed party guarantee related
announcem guarantee (date of guarantee guarantee or not
amount party or
ent on the agreement)
not
guarantee
29
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
amount
Shenzhen
19 Mar.
Huangcheng Real 46,000 29 Mar. 2012 20,000 Mortgage 1 year No No
2010
Estate Co., Ltd.
Shenzhen Guomao
23 May Joint-liability
Vehicle Industry Co., 21,400 28 Apr. 2012 6,000 1 year No No
2011 guarantee
Ltd.
Shenzhen Guomao
23 May
Vehicle Industry Co., 2,000 11 May 2012 2,000 Mortgage 1 year No No
2011
Ltd.
Total guarantee line approved for Total actual occurred amount
the subsidiaries during the of guarantee for the
141,000 28,000
reporting period subsidiaries during the
(B1) reporting period (B2)
Total guarantee line that has been
Total actual guarantee balance
approved for the subsidiaries at
210,400 for the subsidiaries at the end 28,000
the end of the reporting period
of the reporting period (B4)
(B3)
Total guarantee amount provided by the Company (total of the above-mentioned two kinds of guarantees)
Total guarantee line approved Total actual occurred amount
during the reporting period 141,000 of guarantee during the 38,420
(A1+B1) reporting period (A2+B2)
Total guarantee line that has been
Total actual guarantee balance
approved at the end of the
221,000 at the end of the reporting 38,420
reporting period
period (A4+B4)
(A3+B3)
Proportion of total guarantee amount (A4+B4) in the net assets
25.56%
of the Company
Of which:
Amount of guarantee for shareholders, actual controller and
0
related parties (C)
Amount of debt guarantee provided for the guaranteed party
whose asset-liability ratio is not less than 70% directly or 38,420
indirectly (D)
Part of the amount of the total guarantee over 50% of net assets
0
(E)
Total amount of the above three guarantees (C+D+E) 38,420
The Company provided a total guarantee amount of RMB 384.20
Explanation on the possibility of bearing joint responsibility of
million to external parties, including a guarantee amount of RMB
liquidation due to immature guarantee
280 million provided by the Company for its subsidiaries and a
30
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
guarantee amount of RMB 104.20 million provided by
subsidiaries to subsidiaries. Neither the Company nor its
subsidiaries provided guarantees for any company not in the
consolidation scope. Up to the end of the reporting period,
subsidiaries were in normal operation and the loans were also in a
normal status, with the risk being controllable.
Explanation on provision of guarantees for external parties in
N/A
violation of the prescribed procedure
Particulars about guarantees provided in a compound way:
2. Other significant contracts
Book Evaluated
value of value of
Base day Transactio Related-pa Execution
involved involved Evaluation
Signing Signing for Pricing n price rty Relationsh progress
assets assets agency (if
company person evaluation principle (RMB Ten transaction ip up to
(RMB Ten (RMB Ten any)
(if any) thousand) or not period-end
thousand) thousand)
(if any) (if any)
VI. Fulfillment of commitments
1. Commitments made during the reporting period or ending before the end of the reporting
period by the Company or shareholders owning over 5% shares
Shenzhen Construction Investment Holdings Co., Ltd. (hereinafter referred to as “Construction
Holdings”) and Shenzhen Investment Management Co., Ltd. (hereinafter referred to as “Investment
Management Company”) were nominal shareholders of the Company (Shares of the Company are
registered under the name of these two companies.). Later, these two companies and Shenzhen
Trade & Commerce Investment Holdings Co., Ltd. combined on a legal basis and became one
company known as Shenzhen Investment Holdings Co., Ltd. (hereinafter referred to as “Investment
Holdings”). However, due to various reasons, the Company’s shares held by Construction Holdings
and Investment Management Company has not been transferred to Investment Holdings, which is
the actual controller of the Company.
1. Investment Holdings stated that it would establish and perfect the internal control over
undisclosed information of the listed company known by it, urge relevant insiders not to trade the
shares of the Company by making use of the undisclosed information, not suggest other buying and
selling shares of the Company, nor leak any undisclosed information of the Company. Meanwhile, it
would provide an insider name list to the Company in a timely, factual, accurate and complete way
so that the Company could submit the name list to the Shenzhen Bureau of CSRC and the Stock
Exchange for records.
In the reporting period, it was found that no actual controller of the Company or insiders bought and
sold stocks of the Company by taking advantage of undisclosed information of the Company. And
the Company submitted monthly the particulars about the parties to which the undisclosed
information had been submitted to CSRC Shenzhen Bureau for reference.
2. Commitments made by non-tradable shareholders in the share merger reform
31
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(1) The Company’s non-tradable share holders Construction Holdings and Investment Management
Company made a common commitment to abide by laws, regulations and rules and perform
prescribed commitment duties. And they also made special commitments as follows:
Non-tradable shares held by Construction Holdings and Investment Management Company would
not be traded or transferred within 36 months since they acquired right of trade. After expiration of
the aforesaid commitment, originally non-tradable shares sold through the listing and trading
system on the Shenzhen Stock Exchange should not exceed 5 percents of total shares of the
Company within 12 months, as well as not exceed 10 percents within 24 months. In case these
companies acted against the above commitment and sold shares of the Company, the income from
sales of the shares would belong to the Company.
Up to the date of public notice, Construction Holdings and Investment Holdings never sold shares
of the Company.
(2) Investment Holdings made a commitment to abide by laws, regulations and rules and perform
prescribed commitment duties. And it also made special commitments as follows:
①Non-tradable shares held by Investment Holdings would not be traded or transferred within 36
months since they acquired right of trade. After expiration of the aforesaid commitment, originally
non-tradable shares sold through the listing and trading system on the Shenzhen Stock Exchange
should not exceed 5 percents of total shares of the Company within 12 months, as well as not
exceed 10 percents within 24 months. In case these companies acted against the above commitment
and sold shares of the Company, the income from sales of the shares would belong to the Company.
Up to the date of public notice, Investment Holdings never sold shares of the Company actually
controlled.
② Within one year since the non-tradable shares held by Construction Holdings and Investment
Management Company controlled by Investment Holdings acquired the right of trading, Shenzhen
Investment Holdings Co., Ltd will start up capital injection to the Company, that is, Shenzhen
Investment Holdings Co., Ltd will inject legitimate capital no less than RMB 500 million including
land resource in lump sum or in batches by replace or other legitimate way, will increase land
reserves of the Company and enhance profitability in the future. In case the aforesaid capital failed
to start completely within one year, Shenzhen Investment Holdings Co., Ltd will compensate 20%
of reorganization capital failing to start to the Company within 30 days when expiration of 1 year,
and continued to implement the capital injection which had been started. As for the capital injection
failing to start, Shenzhen Investment Holdings Co., Ltd will not implement. Note: Startup of capital
injection means capital injection program has been reviewed and approved by the Shareholders’
General Meeting of the Company. Shenzhen Investment Holdings Co., Ltd was willing to entrust
China Securities Depository and Clearing Corporation Limited Shenzhen Branch to freeze 30
million shares of the Company, which was under name of Shenzhen Construction Investment
Holdings and actually controlled by Shenzhen Investment Holdings Co., Ltd, as guarantee for the
above commitment.
In order to implement the commitment, the Company prepared to start the relevant affairs together
with Investment Holdings, and disclosed the Public Notice on Implementation of Commitment of
Share Merger Reform on Assets Replacement and Significant Related Transaction, which was
reviewed and approved at the First Special Shareholders’ General Meeting for 2010, for details,
32
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
please refer to Public Notice on Resolutions of the First Special Shareholders’ General Meeting for
2010; Investment Holdings has applied to Shenzhen Branch of China Securities Depository and
Clearing Corporation Limited for freezing its actual controlled 30 million shares of the Company
under the name of Construction Holdings, now the frozen period is due and the frozen shares has
been released.
③ Since non-tradable shares held by Shenzhen Investment Holdings Co., Ltd, Shenzhen
Construction Investment Holdings and Shenzhen Investment Co., Ltd acquired right to trade within
24 months, Shenzhen Investment Holdings Co., Ltd commit that they will support balance no less
than RMB 500 million with method of entrust loan in line with relevant provisions of laws and
administrative statutes to release nervous capital of the Company. The aforesaid balance means
accumulative incurred amount within 24 months since the date when non-tradable shares held by
Shenzhen Investment Holdings Co., Ltd, Shenzhen Construction Investment Holdings and
Shenzhen Investment Co., Ltd acquired right to trade, and each entrust loan for support will not be
less than 12 months; the above cash support of RMB 500 million excluded entrust loan offered
before the date when non-tradable shares held by Shenzhen Investment Holdings Co., Ltd,
Shenzhen Construction Investment Holdings and Shenzhen Investment Co., Ltd acquired right to
trade.
On 18 Mar. 2010, the Company held the Annual Shareholders’ General Meeting 2009, at which
reviewed and approved Proposal on Application of Entrust Loan from Controlling Shareholder. The
Shareholders’ General Meeting authorized the Board of Directors of the Company to deal with
signature of entrusted loan agreement, renewal of loan, borrow a new loan to repay old within RMB
500 million according to actual need of operation and based on negotiation with Investment
Holdings and relevant banks. For details, please refer to Public Notice on the Resolutions of Annual
Shareholders’ General Meeting on 19 Mar. 2010. On 28 Dec. 2010, Investment Holdings entrusted
Shenzhen Jingtian Sub-branch of China Everbright Bank to provide entrust loan of RMB 10 million
for the Company’s subsidiary Shenzhen ITC Vehicle Industry Co., Ltd.; till 29 March 2011,
Shenzhen Investment Holdings has provided entrust loan of RMB 500 million for the Company.
This commitment has been fulfilled.
④ In case that net profit of the Company in any year of 2010, 2011 and 2012 was less than 2009,
Shenzhen Investment Holdings Co., Ltd. will make up balance of net profit between the year and
2009 with cash.
VII. Particulars about employing and dismissing accounting firms
Accounting firm in employment
Name of accounting firm from inside China Union Power Certified Public Accounts Co., Ltd.
Payment of accounting firm from inside
52
China(ten thousand)
Number of years of audit service conducted
in succession by accounting firm from inside 11
China
During the reporting period, with the need of internal control audit, the Company employed Union
Power Certified Public Accounts Co., Ltd. as the accounting firm for internal control audit. Within
33
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
the period, the Company paid RMB 230,000 for internal control audit.
34
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section VI. Changes in shares and particulars about shareholders
I. Changes in shares
Before the change Increase/decrease for this reporting period(+, - ) After the change
Transfer
Newly of
Proporti Bonus Proporti
Amount issued capital Other Subtotal Amount
on (%) shares on (%)
shares reserve
to shares
I. Shares subject to 383,219, 382,438,
64.3% -780,585 64.17%
trading moratorium 164 579
2. Share held by
380,287, 380,365,
state-owned 63.81% 78,515 63.82%
429 944
corporations
3. Shares held by other 2,931,73 2,072,63
0.49% -859,100 0.35%
domestic investors 5 5
Among which: Shares
2,403,73 2,072,63
held by domestic 0.4% -331,100 0.35%
5 5
corporations
Shares held by
domestic natural 528,000 0.09% -528,000 0
persons
5. Shares held by
0 0%
senior executives
II. Shares not subject 212,759, 213,540,
35.7% 780,585 35.83%
to trading moratorium 928 513
1. RMB ordinary 145,154, 145,935,
24.36% 780,585 24.49%
shares 685 270
2. Domestically listed 67,605,2 67,605,2
11.34% 0 11.34%
foreign shares 43 43
III. Total amount of 595,979, 595,979,
100% 100%
shares 092 092
Reasons for changes in shares
(I) Explanation about increase/decrease for this reporting period of I. Shares subject to trading
moratorium
(1) Reasons why shares held by state-owned corporations increased 78,515 shares are as
follows:
Non-tradable shares held by Geng Qunying, the natural person and committeeman of Labor Union
Committee of China Shenzhen International Cooperation (Group) Co., Ltd, has ended the restricted
period, and Geng Qunying has repaid the party paying in advance the consideration in reform of
35
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
non-tradable shares— Shenzhen Construction Investment Holdings Company(state-owned
corporation). Shares accumulatively repaid reached 78,515 shares and the obligation of repaying
advanced payment was fulfilled on 18 June 2012. Therefore, shares held by state-owned
corporations under the title had an increase. For details see Informative Announcement on
Canceling Restriction on Non-tradable shares.
(2) Reasons about a decrease of 859,100 shares in shares held by other domestic investors are as
follows:
Geng Qunying, the natural person and committeeman of Labor Union Committee of China
Shenzhen International Cooperation (Group) Co., Ltd, repaid the advanced payment on 18 June
2012 and Shares accumulatively repaid reached 78,515 shares. Shares held by Geng Qunying were
unlocked on 23 July 2012 and began to circulate in the market (For details see Informative
Announcement on Canceling Restriction on Non-tradable Shares published on 20 July 2012). The
total amount of circulating shares of this time reached 780,585 shares, and shares held by other
domestic investors decrease by 859,100.
(II) Particulars about increase/decrease for this reporting period of II. Shares not subject to trading
moratorium:
Geng Qunying, the natural person and committeeman of Labor Union Committee of China
Shenzhen International Cooperation (Group) Co., Ltd, repaid the advanced payment on 18 June
2012. Shares held by him were unlocked on 23 July 2012 and began to circulate in the market (For
details see Informative Announcement on Canceling Restriction on Non-tradable Shares published
on 20 July 2012). The total amount of circulating shares of this time reached 780,585 shares.
Therefore, the total increase of shares not subject to trading moratorium was 780,585 shares.
(III) Subsequent events
A shares of the Company held by Shenzhen Construction Investment Holdings Company were
unclocked on 4 Nov. 2012. According to the commitment of Shenzhen Investment Holdings on
unlocking non-tradable shares, 5% shares of the Company held by Shenzhen Construction
Investment Holdings Company, that’s to say, 29,798,954 shares have been unclocked, and began to
circulate on 24 Jan. 2013. For details see Informative Anouncement on Cancelling Restriction on
Non-tradable Shares on 22 Jan. 2013. Till the announcement date of this report, the total amount of
non-tradable shares of the Company will reach 352,639,625 shares, the total amount of tradable
shares will reach 243,339,467 shares.
II. Issuance and listing of securities
1. Issuance of securities till the end of this reporting period
Amount of
Name of shares
Issue price(or shares Ending date of
and derivative Issue date Issue quantity Listing date
ratio) authorized for exchange
securities
listed exchange
Stocks
Convertible corporate bonds, separably-traded convertible bonds， corporate bonds
warrants
36
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Issuance of securities of the last three times
During the last three years till the end of the reporting period, the Company never issued stocks,
Convertible corporate bonds, separably-traded convertible bonds， corporate bonds and other
derivative securities.
2. Explanation about changes in total amount of shares, shareholder structure, corporate assets and
debt structure
During the reporting period, there existed no change in total amount of shares, stock structure, and
no change in corporate assets and debt structure resulting from the former change.
III. Particulars about shareholders and actual controllers
1. Amount of corporate shareholders and shareholdings
Unit: Share
Total amount of shareholders till the end of the
Total amount of shareholders
45,928 5th trading day before the disclosure date of 44,999
within the reporting period
annual report
Stockholdings of shareholders owning over 5% shares
Increas Pledged or frozen shares
Amou
e/
nt of
decrea Amou Amou
shares
Proportion of se nt of nt of
Name of Type of till the
shareholding during non-tra tradabl Condition of
Shareholder shareholders end of Amount
(%) the dable e shares
reporti
reporti shares shares
ng
ng
period
period
SHENZHEN
CONSTRUCT
ION State-owned 323,78 323,78
54.33% 0
INVESTMEN corporation 3,371 3,371
T HOLDINGS
COMPANY
SHENZHEN
INVESTMEN
T
State-owned 56,582 56,582
MANAGEME 9.49% 0
corporation ,573 ,573
NT
CORPORATI
ON
SHENZHEN
GUO MAO State-owned 2,514, 2,514,
0.42% 0 0
CENTER corporation 781 781
PROPERTY
37
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
MANAGERM
ENT
COMPANY
SHENZHEN Non-state-own
DUTY-FREE ed corporation 1,730, 1,730,
0.29% 0
COMMODIT from inside 300 300
Y CO., LTD. China
GUOSEN
SECURITIES-
CLIENT
CREDIT Non-state-own
COLLATERA ed corporation 1,387, 1,387,
0.23% 0
L from inside 000 000
SECURITIES China
TRADING
ACCOUNT
WU Domestic 1,193, 1,193,
0.2% 0
XUELING natural person 300 300
CHINA
MERCHANTS
SECURITIES-
CLIENT
Non-state-own
CREDIT
ed corporation 1,164, 1,164,
COLLATERA 0.19% 0
from inside 604 604
L
China
SECURITIES
TRADING
ACCOUNT
CHEN Domestic 1,007, 1,007,
0.17% 0
LIYING natural person 151 151
Domestic 1,000, 1,000,
LONG KEYI 0.17% 0
natural person 011 011
GUOTAI
JUNAN
Foreign legal 932,30 932,30
SECURITIES 0.16% 0
person 4 4
(HONGKONG
) LIMITED
Strategic investors or common
legal persons become the top None
10 shareholders because of
38
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
issue of additional shares （if
there exists such situation）
The first and second principal shareholders of the Company are managed by
Shenzhen Investment Holding Corporation, the actual controlling shareholder of
Explanation about associated
the Company. The third shareholder is the wholly-owned subsidiary company
relationship or concerted action
indirectly controlled by the Company. Except for these, the Company is not
among the above shareholders
aware of whether there exists associated relationship or concerted action among
the other seven shareholders.
Shareholdings of the top ten shareholders not subject to trading moratorium
Amount of shares not subject to trading Type of share
Name of shareholders
moratorium till the end of the year（Note 4） Type of share Amount
SHENZHEN GUO MAO
CENTER PROPERTY RMB ordinary
2,514,781 2,514,781
MANAGERMENT shares
COMPANY
GUOSEN
SECURITIES-CLIENT
CREDIT COLLATERAL RMB ordinary
1,387,000 1,387,000
SECURITIES TRADING shares
ACCOUNT
RMB ordinary
WU XUELING 1,193,300 1,193,300
shares
CHINA MERCHANTS
SECURITIES-CLIENT
CREDIT COLLATERAL RMB ordinary
1,164,604 1,164,604
SECURITIES TRADING shares
ACCOUNT
Foreign capital
CHEN LIYING 1,007,151 shares listed in 1,007,151
China
RMB ordinary
LONG KEYI 1,000,011 1,000,011
shares
GUOTAI JUNAN Foreign capital
SECURITIES (HONGKONG) 932,304 shares listed in 932,304
LIMITED China
Foreign capital
ZHOU YONGHONG 668,500 shares listed in 668,500
China
39
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
CHINA INTERNATIONAL RMB ordinary
645,974 645,974
CAPITAL CORPORATION shares
Foreign capital
LIU LIAOYUAN 641,900 shares listed in 641,900
China
Explanation about associated
relationship and concerted
action among the top ten
shareholders not subject to
trading moratorium as well as Whether there exists associated relation or concerted action among the top ten
between the top ten shareholders not subject to trading moratorium is unknown.
shareholders not subject to
trading moratorium and the top
ten shareholders
2. Particulars about controlling shareholders
By the end of reporting period, the controlling shareholder of the Company is still Shenzhen
Construction Investment Holdings Corporation (“the holding company”) in register book. In 2004,
Shenzhen Municipal Government incorporated Shenzhen Construction Investment Holdings
Corporation with the other two municipal assets operation and management companies, namely
Shenzhen Investment Management Corporation and Shenzhen Trade and Business Holdings
Corporation to establish Shenzhen Investment Holdings Co., Ltd.. Therefore, the Company’s actual
controlling shareholder is Shenzhen Investment Holdings Co., Ltd., a sole state-funded limited
company, who was established in Oct. 13, 2004 with the registered capital of RMB 4 billion and Mr.
Fan Mingchun as its legal representative. Main business scope: providing guarantee to municipal
state-owned enterprises, management of state-owned equity, assets reorganization and reformation
of enterprises, assets operation and equity investment and etc.. As a government department,
State-owned Assets Supervision and Administration Commission of Shenzhen implemented
management for Shenzhen Investment Holdings Co., Ltd. on behalf of Shenzhen municipal
government. Thus, the final controller of the Company is State-owned Assets Supervision and
Administration Commission of Shenzhen with locating at Investment Bldg., Shen Nan Av., Futian
District, Shenzhen and postcode of “518026”.
During the reporting period, there existed no change in the controlling shareholder and the actual
controller.
3. Particulars about the actual controller
Block diagram of property rights and control relationship between the Company and the actual
controller
40
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
State-owned Assets Supervision and
Administration Commission of Shenzhen
100%
100%
Shenzhen Investment Holdings Co., Ltd.
63.82%
The Company
4. Other institutional shareholders owning over 10% shares
During the reporting period, there existed no other institutional shareholders owning over 10%
(including 10%) shares.
41
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section VII. Directors, supervisors, senior executives and staff
I. Changes in shares held by directors, supervisors, senior executives
During the reporting period, there existed no directors, supervisors, senior executives holding shares
of the Company.
II. Particulars about employers
Work experience of current directors, supervisors and senior executives over the recent five years
Members of the Board of Directors:
Mr. Chen Yugang, was born in September 1957, Postgraduate degree, is senior Political Worker.
He gains rich experience in government administrative management and enterprise management
over 20 years. He held some important posts in many municipal departments. He served as GM and
Secretary of the CPC in Shenzhen Shenhua Group Company. Also, he served as GM and Vice
Secretary of the CPC in Shenzhen Xianke Enterprise Group, and Deputy General Manager of
Shenzhen Investment Holdings Co., Ltd. From May 2006, he has served as Secretary of CPC in the
Company. And in June 2006, he was elected as Chairman of the Board of the Company. Now he
acts as Secretary of CPC and Chairman of the Board in the Company.
Mr. Wei Zhi, was born in November 1957, Bachelor Degree, holds the title of interpretation. He
gains rich experience in enterprise management for over 20 years. He ever worked in Shenzhen
International Engineering Co., Ltd. as Deputy Manager of Overseas Department, in Shenzhen
Zhongshen Overseas Development Company as Manage of Labor Affairs Department and Deputy
General Manager, in China Shenzhen International Cooperation (Group) Co., Ltd. in Hong Kong
Liyuan Company as Director and General Manager; in Shenzhen Construction Investment Holdings
Corporation as Deputy Manager of Overseas Department, in Shenzhen Construction Investment
Holdings Corporation as Deputy Manager of Contract Department, in Shenzhen Tonge (Group) Co.,
Ltd. as Assistant General Manager and Deputy General Manager, in Tonge Real Estates
Development Company as Chairman of the Board and General Manager. Since October 2007, he
took the posts of the Vice Secretary of CPC and Standing Deputy General Manager in the Company.
Since 20 Dec. 2007, he held the posts of Director, Vice Secretary of CPC and GM of the Company.
Since 15 Jul. 2008 to present, he acts as Vice Secretary of CPC, Director and GM of the Company.
Mr. Liu Guangxin, was born in May 1958, College Diploma, is an Economist. He gains experience
in enterprise management over 10 years. Since May 1989, he held a job in the Company as Director
of the Office in Properties Engineering Development Company, General Manager of International
Trade Center Industrial Development Company, General Manager of International Trade Center
Food Company, Deputy Director and Director of the GM Office of the Company, as well as
Manager of Operation and Management Department of the Company. Since October 2007, he took
the posts of Vice Secretary of CPC and Secretary of Discipline Inspection Committee in the
Company. Since November 2007, he was appointed as Chairman of the Labor Union of the
Company. Now he acts as Vice Secretary of CPC, Director, Secretary of Discipline Inspection
Committee as well as Chairman of Labor Union in the Company.
Mr. Gong Sixin, was born in Feb. 1968, Master of Economics, Senior Accountant. He has
profound experiences in financial accounting management. He ever took posts of CFO of Shandong
42
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Weigao Medical Polymer Company Limited, of CFO of Shenzhen 3Nod Technology Co., Ltd. as
well as CFO of Shenzhen Jiehe Technology Co., Ltd. Since Sep. 2010, he kept acting as CFO of the
Company. Since June 2011, he is acting as director and CFO of the Company.
Ms. Wen Li, born in December 1969, Postgraduate Degree, Master Degree, is an Economist as well
as Engineer. She gains experience in enterprise management over 10 years. She ever worked in
Shenzhen Fantasia Investment Development as Assistant of Standing Deputy General Manger,
Manager of Project Department, as well as Manager of Market Planning Department. Since July
2005, worked in Shenzhen Investment Holdings Co., Ltd.. She was ever appointed as Deputy
Department Director of Investment Department of Shenzhen Investment Holdings Co., Ltd. Now
she acts as Vice Director of Management Center of Construction Project of Shenzhen Investment
Holdings Co., Ltd., Director of the Company.
Mr. Guo Liwei, was born in April 1973, Postgraduate Degree, is a master of Law. He once
successively held the posts in General Department of Ping An Insurance (Group) Company of
China as legal consultant, and Shenzhen Investment Management Corporation as Business Manager
of Legal Affairs Department. Since October 2004, he worked in Shenzhen Investment Holdings Co.,
Ltd as Deputy GM of Legal Affairs Department. He now acts as Manager of the First Enterprise
Management Department in Shenzhen Investment Holdings Co., Ltd. and Director of the Company.
Independent Directors:
Mr. Li Xiaofan, was born in May 1953, holder of Master-degree of economics with register
management consultant and research scholar. He once successively held posts in Economic
Research Institute of the Gansu Provincial Academy of Social Sciences as Vice Director, in
Shenzhen System Restructuring Office as Chief Division；and Director of Investment Promotion
Liaison Office of Shenzhen Municipal Government in European office, inspector of Former Foreign
Economic & Trade Bureau of Shenzhen. From 2006 to now, he has held posts in Shenzhen Urban
Development Research Center as a research scholar; in China Productive Power Commission as
Administrative Syndic and Vice Secretary-general. Now he is the Independent Director of the
Company.
Mr. Zha Zhenxiang, was born in November 1955, Doctor Degree, holds title of Professor, and
enjoys special allowance from Government of the State Council. Mr. Zha has profound theoretical
basis in business management. He ever held the posts of Vice Dean in College of Economics and
Management of China Agricultural University, Director of Development and Research Center of
China Bao’an Group Co., Ltd., Chief Economist of Nanhai Nengxing Development Group Co., Ltd.
Now he took the posts of Dean in College of Economics and Management of Shenzhen Polytechnic
and concurrently Director of Social Development Research Center, as well as Independent Director
of the Company.
Mr. Dong Zhiguang, was born in February 1957, Bachelor Degree, is a Senior Accountant aw well
as CPA. He gains experience in enterprise management over 20 years. He ever took the posts of
Deputy Division Chief and Division Chief of China Construction Bank Heilongjiang Branch,
General Manager of Planning & Financial Department, Chief Accountant and Director in Southern
Securities Co., Ltd., and President of China Antai Group Co., Ltd. Now he acts as Chairman of the
Board in Shenzhen Osgate Trading Co., Ltd., Independent Director of the Company.
43
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Members of the Supervisory Committee:
Mr. Dai Xianhua, was born in April 1962, doctor degree, Party member of CPC. He gains adequate
work experience of over 20 years. He worked as a lecturer in School of Business and Economy of
Zhongnan University of Economics and Law from 1986 to 1989. He took posts of editor of
department of theory and review, assistant director, vice director in Shenzhen Economic Daily from
1992 to 1997; worked in Shenzhen State Assets Administration Committee (hereinafter referred as
“Shenzhen SAC”) as Vice Section Chief of Assets Department, and Assets Management
Department, Vice Director, investigator of Office, and investigator of Appraisal and Distribution
Department from 1997 to 2011. Now he is Chairman of the Supervisory Committee of the
Company.
Mr. Zhang Shilei, was born in Feb. 1978, master degree holder. He worked as a marketing engineer
in CyberMart Business Department of Foxconn Enterprise Group from 2002 to 2004; as Director,
Secretary to the Board of Shenzhen Information Pipeline Co., Ltd. from 2004 to 2008; and has been
working as Vice Director of Office of Shenzhen Investment Holdings Co., Ltd. Now he is Director
of the Company.
Ms. Wang Xiuyan, was born in Aug. 1962, MBA degree, is an accountant. From May 1997 to Sep.
2004, she worked in Shenzhen Investment Management Corporation, once acted as secretary of the
Supervisory Committee Office, Business Manager of Audit Department, Director of Women’s
Labor Union, Senior Business Manager of Audit Department and Supervision Department; from
Oct. 2004 to Dec. 2007, she acted as manager of Supervision and Inspection Department in
Shenzhen Investment Holding Co., Ltd.; from Dec. 2007 to present, she is manager of Audit
Department (the Supervisory Committee Office) in Shenzhen Investment Holding Co., Ltd., now
she is supervisor of the Company.
Ms. Wang Qiuping, was born in Jan. 1970, Bachelor degree, is a senior economist. Since 1992, she
worked for the Company, she ever took post in GM office, Plan and Finance Department and
Operation and Management Department for comprehensive operation and management as well as
planning and management. Now she is Supervisor, Manager of Development and Management
Department of the Company.
Mr. Zhang Gejian, was born in September 1975, Bachelor Degree, is an Accountant as well as
Auditor. He was engaged in internal auditing work in Audit Department of the Company since July
1997. Now he acts as Supervisor of the Company and concurrently Manager of Audit Department.
Senior executives:
Mr. Wang Hangjun, was born in Nov. 1966, graduated from Zhongnan University of Economics
with a master degree of economy. He is a senior auditor and has over 20 years corporate
management experience. He ever took post of Deputy Chief of Audit Bureau of Nanshan District,
Shenzhen; of Vice Minister, Minister of Audit Department of Shenzhen Investment and
Management Company; of Vice Minister, Minister of Supervision Department of Shenzhen
Investment and Management Company; of Minister of Audit and Inspection Department of
Shenzhen Investment Holding Co., Ltd. He has been Deputy GM of the Company since Oct. 2007.
Mr. Li Zipeng, was born in May 1966, Bachelor Degree from Civil Department of Huazhong
University of Science and Technology. He successfully held the posts of Section Chief of
44
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Engineering, Field Manager of Real Estate Project, Principal of Housing Sale Department, Assistant
General Manager, Deputy General Manager as well as General Manager in Shenzhen Huangcheng
Properties Co., Ltd. (shareholding subsidiary company of the Company). From October 2007, he
was appointed as Deputy General Manager of the Company and concurrently General Manger of
Shenzhen Huangcheng Properties Co., Ltd, shareholding subsidiary company of the Company.
Mr. Fan Weiping, was born in Apr. 1965, graduated from Southwest University of Political
Science & Law in 1988 and holder of postgraduate degree. He worked in Shenzhen Shenhua Group
Company in 2003, successively acted as section chief of Law section of Supervisory and Audit
Department; Vice Secretary and Secretary of Law Department; Assistant to General Manager; Chief
Legal adviser; since Jan. 2009 to present, he acted as Secretary to the Board of Directors and chief
legal consultant in the Company. Since Feb. 2012, he has been Vice General Manager, Secretary to
the Board of Directors and chief legal consultant in the Company.
Particulars about employers in the shareholders’ companies
√ Applicable □ Non-applicable
Whether
Posts held
receiving
in
Name of Start date of Expiration subsidies and
Name of shareholders’ companies shareholder
employers tenure Date of tenure remuneration in
s’
shareholders’
companies
companies
Vice
director of
Shenzhen Investment Holdings Co., manageme
Wen Li 1 July 2005 Yes
Ltd. nt centre of
constructio
n projects
Manager of
the first
Shenzhen Investment Holdings Co., section of
Guo Liwei 1 Oct. 2004 Yes
Ltd. enterprise
manageme
nt
Vice
Shenzhen Investment Holdings Co., director of 1 March
Zhang Shilei Yes
Ltd. general 2008
office
Manager of
audit
Wang Shenzhen Investment Holdings Co.,
department 1 Dec. 2007 Yes
Xiuyan Ltd.
(the
Supervisor
45
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
y
Committee
Office)
Particulars about employers in other companies
√ Applicable □ Non-applicable
Whether
Expiration receiving
Name of Posts held Start date of
Name of other companies date of subsidies and
employers in other employment
employment remuneration in
companies
other companies
Research
scholar,
Shenzhen Urban Development Administrat
Li Xiaofan Research Center, China Productive ive Syndic 1 June 2006 Yes
Power Commission and Vice
Secretary-g
eneral
College of Economics and
Zha
Management of Shenzhen Dean Yes
Zhenxiang
Polytechnic
Chairman
Dong
Shenzhen Osgate Trading Co., Ltd. of the Yes
Zhiguang
board
III. Remuneration of directors, supervisors, senior executives and staff
Decision-making process, determination, actual payment of remuneration of directors, supervisors,
senior executives
During the reporting period, the board and the management of the Company signed statement of
operation objectives responsibility for 2012, conducted appraisal system integrating operation
indicators, classification indicators with management objectives. After the end of the reporting
period, assessment was implemented by the board. Remuneration of senior executives, according to
“Management Method of Annual salary System of Directors, Supervisors and Senior Executives”,
adopted annual salary system, and need to be implemented after assesment of the board.
Remuneration of directors, supervisors, senior executives during the reporting period
Total amount Total amount Actual
of of remuneration
Incumbent or
Name Post Gender Age remuneration remuneration till the end of
not
received received the reporting
from the from the period
46
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Company sharesholder
s’ companies
Chairman of
Chen Yugang Male 56 Incumbent 781,350.00 0.00 781,350.00
the board
Director,
Wei Zhi General Male 56 Incumbent 756,950.00 0.00 756,950.00
Manager
Director,
Liu
Chairman of Male 55 Incumbent 725,598.00 0.00 725,598.00
Guangxin
Labor Union
Director,
Gong Sixin Male 45 Incumbent 412,800.00 0.00 412,800.00
CFO
Wen Li Director Female 44 Incumbent 0.00
Guo Liwei Director Male 40 Incumbent 0.00
Independent
Li Xiaofan Male 60 Incumbent 80,000.04 0.00 80,000
director
Zha Independent
Male 58 Incumbent 80,000.04 0.00 80,000
Zhenxiang director
Dong Independent
Male 56 Incumbent 80,000.04 0.00 80,000
Zhiguang director
Chairman of
the
Dai Xianhua Male 51 Incumbent 422,800.00 0.00 422,800.00
supervisory
committee
Zhang Shilei Supervisor Male 35 Incumbent 0.00
Wang
Supervisor Female 51 Incumbent 0.00
Xiuyan
Supervisor、
manager of
Wang
development Female 43 Incumbent 302,250.00 0.00 302,250.00
Qiuping
management
department
Supervisor、
Zhang manager of
Male 38 Incumbent 301,750.00 0.00 301,750.00
Gejian audit
department
Vice general
Wang manager,
Male 47 Incumbent 725,598.00 0.00 725,598.00
Hangjun financial
employee in
47
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
charge
Vice general
Li Zipeng Male 47 Incumbent 725,598.00 0.00 725,598.00
manager
Vice general
manager,
Fan Weiping Male 48 Incumbent 725,598.00 0.00 725,598.00
secretary of
the board
Particulars about equity incentive granted to directors, supervisors, senior executives during the
reporting period
□ Applicable √ Non-applicable
IV. Particulars about employees
The Company has totally 2750 employees in office at present, including 1783 production personnel,
130 salespersons, 550 technicians, 95 financial personnel and 192 administrative personnel. 1250
persons graduated from technical secondary school and college or above. At present, the Company
needs to bear the expenses of 185 retirees.
48
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section VIII. Corporate Governance
I. Particulars about corporate governance
During the reporting period, in accordance with the requirement of the Company Law, Securities
Law, Code of Corporate Governance for Listed Companies in China and Stock Listing Rules of
Shenzhen Stock Exchange as well as relevant laws and statutes of CSRC, the Company
continuously regulated and perfected corporate governance structure, established and perfected
internal management and control system and investigated in management activities of the Company,
which promoted the Company’s standard management level.
As to the end of the reporting period, the internal control system of the Company is complete,
accomplished and defined that in accordance with Company Law, Articles of Association and other
laws and regulations as well as requirements of regulatory documents. The convene of
Shareholders’ General Meeting, the Board of Directors and Supervisory Committee are strictly in
accordance with relevant rules and regulations, all directors and supervisors earnestly and diligently
commit their responsibilities. Corporate structure of the Company is complete and the operation of
the Company is standardized.
Whether there existed differences between corporate governance and regulations of “Company
Law” and CSRC
□ Yes √ No
There existed no difference between corporate governance and regulations of “Company Law” and
CSRC.
Particulars about development of special activities of corporate governance and formulation and
performance of registration and management of insiders
The Company always pays attention to standardize the management for inside information, such as
promulgating the Management Rules for Insiders, making clear about the contents of inside
information, making the scope of insiders and accountability system for inside dealings. After
reporting and submitting non-published information to the controlling shareholders, the Company
all registered the relevant information of insiders and then submitted to securities regulatory
authorities, as well as strictly controlled the transmission scope of inside information, further
strengthened the security work of inside information. Upon Self-inspection, during the reporting
period, there were no particulars about insiders took advantages of inside information to purchase or
sell shares of the Company before the disclosure of major sensitive information that shall have an
impact on the share price of the Company, nor any investigation and punishment as well as
rectification from the regulatory authority. From now on, the Company will continuously strengthen
to learn relevant rules and laws, scrupulously execute the Management Rules for Insider
Information and Insiders, standardize the corporate governance of the Company, do well the work
of preventing inside dealings.
II. Particulars about annual shareholders’ general meetings and temporary shareholders’
meetings during the reporting period
1. Particulars about annual shareholders’ general meetings during the reporting period
49
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Date of holding Name of proposal Result of Index for
Name of meeting Date of disclosure
the meeting on the meeting resolution disclosure
2011 Annual
2011 Annual www.cninfo.com.
20 April 2012 Work Report of Approval 23 April 2012
Shareholders’ cn
the Board
General Meeting
2011 Annual
Work Report of www.cninfo.com.
Approval 23 April 2012
the Supervisory cn
Committee
2011 Annual www.cninfo.com.
Approval 23 April 2012
Report cn
2011 Annual
Report on
www.cninfo.com.
Financial Approval 23 April 2012
cn
Statement
2012 Annual
www.cninfo.com.
Report on Approval 23 April 2012
cn
Financial Budget
Proposal on Profit
Distribution and
Transfer of www.cninfo.com.
Approval 23 April 2012
Capital Reserve cn
to Common
Shares for 2011
Proposal on
Further
www.cninfo.com.
Employment of Approval 23 April 2012
cn
Accounting Firm
Proposal on
www.cninfo.com.
Guarantee loans Approval 23 April 2012
cn
of subsidiaries
2. Particulars about temporary shareholders’ meetings during the reporting period
Date of holding Name of proposal Result of Index for
Name of meeting Date of disclosure
the meeting on the meeting resolution disclosure
The first session Proposal on Plan www.cninfo.com.
24 Aug. 2012 Approval 24 Aug. 2012
of temporary of Shareholder cn
50
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
shareholders’ Returns in the
meeting for 2012 Future Three
Years
Proposal on
www.cninfo.com.
Revising Articles Approval 24 Aug. 2012
cn
of Association
III. Execution of duty of independent directors during the reporting period
1. Attendance of independent directors in the board meetings and shareholders’ meetings
Attendance of independent directors in the board meetings
Number of the Number of Whether not
board Number of meetings Number of Number of attending
Name of
meetings meetings attended in the meetings meetings meetings by
independent
attended attended on means of attended by skipped from oneself two
director
during the the spot communicatio mandatary times in
reporting n succession
period
Li Xiaofan 6 3 3 No
Zha Zhenxiang 6 3 3 No
Dong Zhiguang 6 3 3 No
Explanations about absence from the board meetings two times in succession
2. Particulars about objections to relevant events of the Company raised by independent directors
Whether independent directors raised objections to relevant events of the Company
□ Yes √ No
During the reporting period, independent directors never raised objections to relevant events of the
Company
3. Other particulars about execution of duty of independent directors
Whether the Company took the advices proposed by independent directors
√ Yes □ No
Explanations about the adoption or rejection in respect of independent directors’ advices
With attitude of credibility and diligence to the Company and all shareholders, independent
directors was diligent and responsible, reviewed all resolutions, and in line with their professional
knowledge and capability, made independent, objective and fair judgment away from influence
from the Company and principal shareholders of the Company. Also, independent directors
expressed independent, objective and fair opinion on relevant events, which made practical efforts
to safeguard interests of the Company and minority shareholders.
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
IV. Duty performance of special committee affiliated to the Board during the reporting period
Special committee affiliated to including audit committee, remuneration and nomination committee,
investment and decision committee, according to “Governance Principle of listed Company”,
“Articles of Association”, “and Rules of Procedure of the Board of Directors” and implementation
rules of special committee, earnestly performed their duties.
(I) Duty performance of strategic development and investment committee
During the reporting period, strategic development and investment committee paid attention to
authorization of the board to project development and financing, kept good contact with the
management and had a good knowledge of matters within their power.
(II) Duty performance of nomination committee
During the reporting period, nomination committee held working conference once, conducted vote
through communication once and verified the qualification of Mr. Fan Weiping as vice general
manager of the Company and issued “Opinions About Verification and Examination of
Qualification of Mr. Fan Weiping as Vice General Manager of the Company”.
(III) Duty performance of remuneration and assessment committee
During the reporting period, remuneration and assessment committee earnestly performed their
duties, kept good contact with the management and conducted several communication with the
management for relevant matters.
(IV) Duty performance of audit committee
During the reporting period, audit committee held on-the-spot working conference once, listened to
report of Union Power Certified Public Accounts Co., Ltd. on audit work, deliberate preliminary
audit opinion issued by Union Power Certified Public Accounts Co., Ltd. and proposed their
opinions about 2011 Financial Statement of the Company. After the meeting of audit committee, the
Company arranged on-the-spot investigation for important development projects.
V. Particulars about the work of the supervisory committee
Whether there existed risks in the Company according to supervision of the supervisory committee
during the reporting period
□ Yes √ No
The supervisory committee raised no objection to matters under the supervision during the reporting
period.
VI. Independence and integrity of the Company and controlling shareholders in respect of
business, personnel, asset, organization, finance
The Company was independent from the controlling shareholder in business, personnel, assets,
organization and finance to realize that independent personnel, independent finance, complete
assets, independent organization and independent business. (I) In aspect of business: The
Company was independent from the controlling shareholder with independent and complete
business and independent operation capability. There was no business which was same or
competitive with the controlling shareholder. (II) In aspect of personnel: The Company was
complete independent from the controlling shareholder in terms of labor and personnel,
management on remuneration. All Senior Executives drew the remuneration from the Company, and
none held a post concurrently in shareholders’ company. Personnel of the Company are independent,
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
all ones signed labor contract with the Company. The Company was independent from the
shareholders or other related parties in personnel management, social security, salary etc. (III) In
aspect of asset: The Company’s assets were complete and independent, the property relationship
was clear. There was no capital occupation by controlling shareholder, and assets of the Company
were completely independent from controlling shareholder. (IV) In aspect of organization: The
Company’s organization was independent, and the Company implemented rules and regulations as
well as responsibilities for all departments, formed independent responsibilities and rights, scientific
and rational internal control system. Independence of the Company on operation and management is
free from impact from controlling shareholders and other subordinated units. There were no
controlling shareholders intervene organization of the Company. (V) In aspect of finance: The
Company’s finance was independent with independent finance department. The Company
established the independent finance settling system and financial management system, had its own
finance account and paid the tax in line with laws, run finance decision-making independently. The
controlling shareholder of the Company performed normatively with no conduct that intervened
with the operation decision-making and operation activities directly or indirectly over the
shareholders’ general meeting, however, the controlling shareholder could influence on the
significant decision-making through the shares holding.
VII. Assessment and incentive mechanisms for senior executives
Within the reporting period, the annual operating target plan 2012 was went forth to the
management team by the Board of Directors, of which the Company adopted appraisal method by
the score combination of operation index, category index and administrative goal. At the end of the
fiscal year, the Board of Directors examined the final score. For senior executives of the Company,
the Company adopted annual salary system in accordance with Management Measure for Annual
Salary System of Directors, Supervisors and Senior Executives, which shall be implemented after
the Board of Directors completing fiscal examination.
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section IX. Internal Control
I. Construction of internal control
In 2012, the Company had established good governance structure, organizational structure, and
related internal control system. In respects of management of businesses, treasury, accounting
system, human resources and salary, as well as information communication and disclosure, a
complete internal control system was formed. Board of the Company authorized the audit
department to take charge of concrete organization and implementation of internal control
assessment, which is to audit and assess on high-risk fields and units included into the assessment
area. In this fiscal year, the Company engaged the Unison Power Accounting Firm to take
independent audit on the establishment, perfection, and execution of the Company’s internal control
system, and issue internal control audit report. As at the end of the reporting period, by nearly
2-year establishment of system and mechanism, the Company has systematically perfected Risk
Database, Internal Control Manual, and Internal Control Assessment Manual, improving the
establishment of internal control constantly. 1. Internal environment (1) Governance structure
By strictly referring to related laws and administrative regulations including Corporation Law and
Securities Act, as well as rules of Articles of association, the Company established and perfected
corporate governance structure complied with the Code of Corporate Governance for Listed
Companies. Based on the target of standard corporate governance structure, the Company has
established and perfected rules and systems for Shareholders’ General Meeting, Board of Directors,
and the Supervisory Committee, ensuring them to effectively execute the right to make decision,
execute, and supervise. In 2012, by thoroughly clearing up systems and mechanisms, the Company
revised and perfected risk-control points of all important businesses, and formed documents of
internal control management system, such as Risk Database, Internal Control Manual, and Internal
Control Assessment Manual. (2) Institution setting and distribution of rights and liabilities ①
Shareholders’ General Meeting: Shareholders’ General Meeting, the top-high power institution of
the Company, on the basis of terms of reference set by laws, regulations, rules, and systems
including Corporation Law and Articles of Association, review and decide for significant items of
the Company, such as operation policy, investment plan, significant transaction items, change of the
Company’s capital, as well as appointment and dismissal of directors and supervisors. The
Company prepares and strictly executes systems and rules including Rules of Procedures of the
Shareholders’ General Meeting to ensure all shareholders’ equity. ②Board of Directors: It is the
Company’s decision-making institution and responsible for the Shareholders’ General Meeting, and
in charge of establishing and perfecting the Company’s internal control system. There’re Board
Secretary and Board office under the Board of Directors, accounting for daily affairs of the Board
and information disclosure of the Company. There are also Audit Committee, Remuneration and
Assessment Committee, Strategy Development and Investment Committee, and Nomination
Committee under the Board. According to related work rules, the four special committees
respectively undertake functions of discussion, decision-making, supervision, and assessment of the
Company’s significant work items to improve operation efficiency of the Company’s Board. ③
Supervisory Committee: Supervisory Committee, the Company’s supervisory institution, review,
supervise, and inspect on work execution of directors and senior management of the Company. It is
responsible to the Shareholder’s General Meeting, the institution for the Supervisory Committee to
report work to. ④Management: The management is responsible for the Board of Directors, works
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
as the decision-executing group for the Shareholders’ General Meeting and Board of Directors, gets
engaged by the Board of Directors, and accounts for the Company’s routine business and
administration, as well as routine operation of internal control. ⑤Functional departments of the
Company: Functional departments, including Board Office, office of the general manager, cost
control department, department of design and planning, human resources department, development
management department, financial budget department, audit department (the Supervisory
Committee Office), department of risk control and legal affairs, rental center, and Party-masses
office, which all perform their duties, and strictly develop their work in light of internal control
system, so as to ensure normal operation of the Company. (3) Internal audit Audit department
accounts for internal audit for the Company. It is directly responsible for the Board of Directors,
which ensures the independence of audit work. According to annual audit plan, the audit department,
through executing internal audit or special audit, issues opinions on integrity and effectiveness of
internal control, as well as compliance of financial revenue and expense and operation management.
It proposes rectification plan for exposed problems, and regularly check the implementation of
rectification. For internal control defects found in audit, the audit department, according to defect
nature and in line with report procedures, reports to the Board of Director, the Supervisory
Committee, and the management. 2. Risk assessment The Company sets department of risk
control and legal affairs based on its need, and strictly executes Risk Management Method of the
Company, as well as Implementation Management Method of Financial Risk Warning System. The
Company regularly organizes and implements comprehensive risk assessment, timely identifies and
assess on risk factors faced by the Company in operating activities, including external risk factors,
such as policy and market environment, and internal factors, such as financial status, project
operation management, and asset management, finishes risk assessment reports, so as to control
risks effectively. 3. Main control activities (1) Decision-making management for real estate
projects Rules of Real Estate Project Demonstration and Decision-making Management of the
Company clarifies the liabilities of headquarter and subsidiaries in the process of project
development, and standardizes liability departments and related work procedures involved in
project development process; Management Rules of Project Engineering of the Company clarifies
detail implementation rules of engineering projects related to launching preparation, construction
plan, safety, quality, construction progress, related technologies, cost control, completion
acceptance, as well as technology service and supervision. The effective execution of those systems
and measures basically ensures the Company’s control over engineering price and cost through
standard project operation, achieving the target of improving company’s economic benefit. (2)
Management of subsidiaries As needed by strategic development planning of the Company, the
Company has established and perfected internal control system for subsidiaries, prepared
management systems including Management Rules for Reports from Representatives of Property
Rights of Subsidiaries, Management Rules of Routine Operation of Secondary Companies, and
Assessment and Management Method for Liability Statement of Annual Business Target of
Secondary Companies, and standardized management over review processes of subsidiaries for
official documents, contracts, and payments. The Company regularly acquires statistics and analysis
materials of financial statements of subsidiaries, and timely check and control their operation and
management status. In respects of marketing planning, cost control, financial management,
investment and financing management, management of labor, human resources, and salary, as well
as information disclosure, the Company intensifies management and decreases decision-making
55
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
risks. (3) Management of significant investment Articles of Association clarifies limits of
authorities and procedures of reviewing external investment by the Shareholders’ General Meeting,
the Board of Directors, as well as the management. The Company has prepared Investment
Management Rules to control investment risks and promote standard operation and health
development of the Company. As for investment management, the Company emphasizes on
rationality of price and controllability of risks, strictly assesses feasibility of project return, and
thoroughly supervises on significant investment according to classified
authority-review-and-approval procedures, so as to ensure validity, safety, and profitability of
investment. (4) Finance and accounting control The Company implements unified finance
management and accounting system. So far, the Company has prepared complete finance and
accounting system, covering standards of basic accounting work, financial budget management,
treasury management, expense management, treasury management, tax management, financial
information system management, accounting, and financial reports. In respect of treasury
management, the Company executes strict payment review and approval procedure to strictly limit
external borrowings. All payments should go through related signature review and approval process,
and payments of significant amount should be reported, reviewed, and approved by the Board of
Directors. In respect of financial budget, the Company executes strict budget system for fund,
expense, and purchase of fixed assets to strictly control expenses out of budgets. All budgets should
be attached with detail and actual preparation basis materials. Financial budget, together with
budget execution status of last fiscal year, should be passed by the Board of Directors. In respect of
asset management, the Company regularly checks all physical assets to make sure consistence of
accounting records and physical assets, as well as the effective usage of all assets. In respect of
accounting and financial reports, the Company accounts while using unified accounting system and
setting unified accounting entries, and improve the accuracy and standardization of accounting
disposal, as well as ensure the quality of accounting information by distributing all detail business
accounting index on the basis of unifying accounting system and method. (5) Tender procurement
management The Company has also established and perfected a series of tender procurement
systems, covering Management System of Tender Procurement, Notice on Strengthening Tender
and Bidding of the Group, and Notice on Strengthening Standardized, Normalized, and Planned
Management of Tender Procurement Announcement, ruled management requests for tender opening,
tender invitation, and tender assessment, standardized tender management of the Company, strictly
supervised its implementation, effectively controlled procurement cost, and avoided honesty risk in
the process of tender procurement. (6) Comprehensive budget management Comprehensive
Budget Management Rule of the Company forms the process of comprehensive budget of the
Group and subsidiaries. It aims at establishing and perfecting internal control system, standardizing
financial management behaviors, intensifying budget management, and make sure budget
preparation comply with development strategy and target of the Company. According to all index in
liabilities statement of targets signed by subsidiaries and the Group at the year-begin, the audit
department reviewed the completion status of index of subsidiaries, reviewed and analyzed on
concrete reasons for deviation from budget index, and issued audit report. (7) Human resources
management The Company has prepared a series of human resources management systems,
covering Management Rule of Employee Recruitment, Management Rule of Remuneration of the
Company, Management Rule of Performance Assessment of the Company, which aim at optimizing
and using human resources needed by company production according to planned target, and
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
allocating talents needed by the Company according to development need, so that the Group and
subsidiaries can orderly and highly effectively accomplish targets of comprehensive human
resources management. (8) Control over related transaction businesses The Company has
prepared rules such as Management Method of Related Transactions of the Company and Special
System of the Company for Avoiding Capital Occupation by Controlling Shareholders and Related
Parties, and at the same time, makes sure that the Company can adopt fair, sound, and
Company-beneficial principals to related transactions, as well as fully protects investors’ benefits by
perfect corporate governance structure. Significant related transactions should be submitted for the
Board’s review only after having been recognized by independent directors, and should be
externally disclosed in time in line with rules. (9) Internal control on external guarantee The
Company strictly executes Management Method of Guarantee Business of the Company. Links of
review, approval, execution, management, and disclosure of all guarantee businesses are in strict
accordance with systems and processes In the reporting period, there’s no guarantee behaviors of
violation against rules regulated in Notice on Standardizing Capital Flow Between Listed
Companies and Related Parties and Several Problems About External Guarantee of Listed
Companies, as well as Notice on Standardizing External Guarantee Behaviors of Listed Companies.
(10) Control on raised capital In the reporting period, there’s no circumstance where the Company
raised capital in securities market, nor previously raised capital extended to this reporting period.
4. Information and communication Internal control systems of the Company, including
Management Rule of Information Disclosure Affairs, Regulation for Work of Annual Report of
Audit Committee, Liability Accountability System for Significant Errors in Information Disclosure
of Annual Report, Working System of Annual Report, Management System of Internal Information
Insiders, Management System of Investor Relations, clarify on the management of information
disclosure scope and its standards, processes, and law liabilities, internal communication and
transmission procedures of significant information, significant internal information and its insiders,
as well as investor relations, so as to ensure the authenticity, accuracy, integrity, timeliness, and
fairness of information disclosure of the Company.
II. Statement on the Responsibility for Internal Control from the Board of Directors
The Board of Directors and all its directors hereby ensure that this announcement contains no false
information, misleading statement or material omission, and shall be jointly and severally liable for
the factuality, accuracy and completeness of the information carried in this announcement.
Establishing , perfecting and effectively conducting internal control is the liability of the Board of
Directors; establishment and implementation of internal control conducted by the Board is under the
supervision of the supervisory committee; the management is responsible for organizing and
guiding daily operation of internal control. The goals of the Company’s internal control: reasonably
guarantee the legality and compliance of the Company’s operating management, safety of assets,
authenticity and completeness of financial report and relevant information; enhance the level of
operating management and ability of risk prevention, protect the legal interests of the Company,
investors and other interested parties. Because of the inherent limitation of internal control, the
above objective can only receive reasonable guarantee. The Board, according to requirements of
“Basic Standards on Internal Control”， has appraised the internal control related to financial
statements and the appraisal took effect on 31 Dec. 2012(base day).
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
III. Foundation on which internal control of financial reports are based
The Company carried out unified financial management and accounting calculation system. At
present, intact finance and calculation system has been formulated, including standardization of
basic work of accounting, management of financial budget, fund management, expense
management, asset management, taxation management, management of financial information
system, accounting calculation and financial reports, etc.. In respect of treasury management, the
Company executes strict payment review and approval procedure to strictly limit external
borrowings. All payments should go through related signature review and approval process, and
payments of significant amount should be reported, reviewed, and approved by the Board of
Directors. In respect of financial budget, the Company executes strict budget system for fund,
expense, and purchase of fixed assets to strictly control expenses out of budgets. All budgets should
be attached with detail and actual preparation basis materials. Financial budget, together with
budget execution status of last fiscal year, should be passed by the Board of Directors. In respect of
asset management, the Company regularly checks all physical assets to make sure consistence of
accounting records and physical assets, as well as the effective usage of all assets. In respect of
accounting and financial reports, the Company accounts while using unified accounting system and
setting unified accounting entries, and improve the accuracy and standardization of accounting
disposal, as well as ensure the quality of accounting information by distributing all detail business
accounting index on the basis of unifying accounting system and method.
IV. Self-assessment report on internal control
Specific explanations about significant defects of internal control found during the reporting period in
self-assessment report on internal control
During the reporting period, none significant defect of internal control was found.
Date of disclosure of whole
article of self-assessment 30 March 2013
report on internal control
Index for disclosure of whole
article of self-assessment Cninfo（http://www.cninfo.com.cn）
report on internal control
V. Audit report on internal control
√ Applicable □ Non-applicable
Deliberations in audit report on internal control
We believe that, Shenzhen Properties & Resources Development (Group) Ltd. maintained efficient internal
control of financial reports in all significant aspects according to “Basic Standards of Corporate Internal
Control” and relevant regulations.
Date of disclosure of whole
article of audit report on 30 March 2013
internal control
Index for whole article of Cninfo（http://www.cninfo.com.cn）
58
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
audit report on internal control
Whether accounting firm issued unqualified audit report on internal control
□ Yes √ No
Whether the audit report on internal control issued by accounting firm was consistent with
self-assessment report from the Board
√ Yes □ No
VI. Establishment and implementation of accountability system of significant mistakes in
annual reports
The Company established accountability system of significant mistakes in annual reports, and
thoroughly carried out special activities on standardizing basic work of accounting. During the
reporting period, there existed no significant mistake in annual reports.
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section X. Financial Report
I. Auditor’s report
Type of audit opinion Standard unqualified audit opinion
Date for signing the auditor’s report 28 Mar. 2013
Name of the auditor’s report Union Power Certified Public Accountants Co., Ltd.
Document No. of the auditor’s report ZHS Zi (2013) No. 010163
Text of the auditor’s report
TO THE SHAREHOLDERS OF SHENZHEN PROPERTIES & RESOURCES DEVELOPMENT
(GROUP) LTD.：
We have audited the accompanying financial statements of Shenzhen Properties & Resources Development
(Group) Ltd. (hereinafter referred to as “Company” or “the Company”), which comprise the balance sheet and the
consolidated balance sheet as at 31 Dec. 2012, the income statement and the consolidated income statement, the
statement of change in equity and the consolidated statement of change in equity, the cash flow statement and the
consolidated cash flow statement for the year then ended, and a summary of significant accounting policies and
other explanatory notes.
I. Management's responsibility for the financial statements
The management of the Company is responsible for the preparation of these financial statements and fair
presentation. These responsibilities include: (1) preparing financial statements according to the Accounting
Standards for Business Enterprises and make them a fair presentation; and (2) designing, implementing and
maintaining internal control relevant to the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
II. Auditor's responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our
audit in accordance with China’s Independent Auditing Standards. Those Standards require that we comply with
relevant ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the
financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The audit procedures selected depend on our judgment, including the assessment of the risks
of material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the
appropriateness of accounting principles used and the reasonableness of accounting estimates made by the
management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidences we have obtained are sufficient and effective, providing a reasonable basis for
our opinion.
III. Opinion
In our opinion, the financial statements comply with Accounting Standards for Business Enterprises in all material
aspects, and present fairly the consolidated and the Company’s financial positions as of 31 Dec. 2011 and their
operating results and cash flows for the year then ended.
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
II. Financial statements
Monetary unit of notes to financial statements: RMB Yuan
1. Consolidated balance sheet
Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
Unit: RMB Yuan
Item Closing balance Opening balance
Current Assets:
Monetary funds 797,724,311.37 469,313,741.57
Settlement reserves
Intra-group lendings
Transactional financial assets
Notes receivable 200,000.00
Accounts receivable 76,584,008.68 70,557,693.71
Accounts paid in advance 64,714,990.11 474,354,748.39
Premiums receivable
Reinsurance premiums receivable
Receivable reinsurance contract
reserves
Interest receivable
Dividend receivable
Other accounts receivable 6,371,689.34 3,428,342.39
Financial assets purchased under
agreements to resell
Inventories 2,300,674,551.14 1,814,992,629.34
Non-current assets due within 1 year
Other current assets
Total current assets 3,246,069,550.64 2,832,847,155.40
Non-current assets:
Loans by mandate and advances
granted
Available-for-sale financial assets
Held-to-maturity investments
Long-term accounts receivable
Long-term equity investment 84,249,349.70 81,103,539.95
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Investing property 285,258,604.17 302,632,518.55
Fixed assets 78,821,168.21 86,855,289.26
Construction in progress 57,000.00 57,000.00
Engineering materials
Disposal of fixed assets
Production biological assets
Oil-gas assets
Intangible assets 114,098,153.11 121,254,256.15
R&D expense
Goodwill
Long-term deferred expenses 3,644,288.40 3,173,413.01
Deferred income tax assets 194,507,824.50 124,102,202.41
Other non-current assets
Total of non-current assets 760,636,388.09 719,178,219.33
Total assets 4,006,705,938.73 3,552,025,374.73
Current liabilities:
Short-term borrowings 360,000,000.00 601,495,212.00
Borrowings from Central Bank
Customer bank deposits and due to
banks and other financial institutions
Intra-group borrowings
Transactional financial liabilities
Notes payable
Accounts payable 298,525,752.32 187,093,587.42
Accounts received in advance 678,075,291.01 208,655,909.41
Financial assets sold for repurchase
Handling charges and commissions
payable
Employee’s compensation payable 54,721,616.91 46,354,982.87
Tax payable 733,659,679.71 499,957,087.36
Interest payable
Dividend payable
Other accounts payable 195,045,649.98 480,433,469.91
Reinsurance premiums payable
Insurance contract reserves
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Payables for acting trading of
securities
Payables for acting underwriting of
securities
Non-current liabilities due within 1
14,909,888.32 218,359,888.32
year
Other current liabilities
Total current liabilities 2,334,937,878.25 2,242,350,137.29
Non-current liabilities:
Long-term borrowings 19,316,666.64 7,333,333.32
Bonds payable
Long-term payables
Specific payables
Estimated liabilities
Deferred income tax liabilities 2,739,089.94
Other non-current liabilities 145,997,301.31 160,019,158.28
Total non-current liabilities 168,053,057.89 167,352,491.60
Total liabilities 2,502,990,936.14 2,409,702,628.89
Owners’ equity (or shareholders’
equity)
Paid-up capital (or share capital) 595,979,092.00 595,979,092.00
Capital reserves 63,783,019.03 77,820,275.72
Less: Treasury stock
Specific reserves
Surplus reserves 70,368,860.95 70,368,860.95
Provisions for general risks
Retained profits 778,604,846.00 403,182,716.36
Foreign exchange difference -5,882,902.45 -5,890,286.25
Total equity attributable to owners of
1,502,852,915.53 1,141,460,658.78
the Company
Minority interests 862,087.06 862,087.06
Total owners’ (or shareholders’) equity 1,503,715,002.59 1,142,322,745.84
Total liabilities and owners’ (or
4,006,705,938.73 3,552,025,374.73
shareholders’) equity
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
2. Balance sheet of the Company
Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
Unit: RMB Yuan
Item Closing balance Opening balance
Current Assets:
Monetary funds 399,641,751.92 83,846,009.34
Transactional financial assets
Notes receivable
Accounts receivable 56,779,588.68 57,610,601.35
Accounts paid in advance 138,000.00 435,617,463.60
Interest receivable
Dividend receivable
Other accounts receivable 793,063,936.59 66,901,359.57
Inventories 324,442,304.42 323,385,959.42
Non-current assets due within 1 year 475,000,000.00
Other current assets
Total current assets 2,049,065,581.61 967,361,393.28
Non-current assets:
Available-for-sale financial assets
Held-to-maturity investments
Long-term accounts receivable
Long-term equity investment 316,537,110.68 300,514,039.95
Investing property 193,719,444.41 196,918,915.36
Fixed assets 18,999,543.38 29,002,844.78
Construction in progress
Engineering materials
Disposal of fixed assets
Production biological assets
Oil-gas assets
Intangible assets
R&D expense
Goodwill
Long-term deferred expenses 1,816,250.25 1,989,226.53
Deferred income tax assets
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Other non-current assets 475,000,000.00
Total of non-current assets 531,072,348.72 1,003,425,026.62
Total assets 2,580,137,930.33 1,970,786,419.90
Current liabilities:
Short-term borrowings
Transactional financial liabilities
Notes payable
Accounts payable 33,664,931.14 33,981,501.43
Accounts received in advance 426,641.50 351,401.50
Employee’s compensation payable 10,017,975.02 7,550,348.37
Tax payable 2,092,132.57 1,829,406.16
Interest payable
Dividend payable
Other accounts payable 1,503,502,567.38 1,268,548,668.33
Non-current liabilities due within 1
year
Other current liabilities
Total current liabilities 1,549,704,247.61 1,312,261,325.79
Non-current liabilities:
Long-term borrowings
Bonds payable
Long-term payables
Specific payables
Estimated liabilities
Deferred income tax liabilities
Other non-current liabilities 1,851,595.90 4,161,870.46
Total non-current liabilities 1,851,595.90 4,161,870.46
Total liabilities 1,551,555,843.51 1,316,423,196.25
Owners’ equity (or shareholders’
equity)
Paid-up capital (or share capital) 595,979,092.00 595,979,092.00
Capital reserves 37,754,232.28 38,914,227.99
Less: Treasury stock
Specific reserves
Surplus reserves 69,712,050.51 69,712,050.51
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
General risk provision
Retained profits 325,136,712.03 -50,242,146.85
Foreign exchange difference
Total owners’ (or shareholders’) equity 1,028,582,086.82 654,363,223.65
Total liabilities and owners’ (or
2,580,137,930.33 1,970,786,419.90
shareholders’) equity
3. Consolidated income statement
Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
Unit: RMB Yuan
Item Amount in 2012 Amount in 2011
I. Total operating revenues 1,861,298,830.99 1,430,211,933.75
Including: Sales income 1,861,298,830.99 1,430,211,933.75
Interest income
Premium income
Handling charge and
commission income
II. Total operating cost 1,379,046,423.21 1,086,070,404.13
Including: Cost of sales 841,932,253.07 568,646,701.95
Interest expenses
Handling charge and
commission expenses
Surrenders
Net claims paid
Net amount withdrawn for the
insurance contract reserve
Expenditure on policy dividends
Reinsurance premium
Taxes and associate charges 398,859,737.67 345,918,833.09
Selling and distribution expenses 43,951,174.60 32,792,286.16
Administrative expenses 109,680,547.70 103,909,870.96
Financial expenses -1,504,589.66 12,452,491.31
Asset impairment loss -13,872,700.17 22,350,220.66
Add: Gain/(loss) from change in fair
-3,364.50
value (“-” means loss)
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Gain/(loss) from investment (“-”
3,145,809.75 -43,208.94
means loss)
Including: share of profits in associates
3,145,809.75 -286,648.25
and joint ventures
Foreign exchange gains (“-” means
loss)
III. Business profit (“-” means loss) 485,398,217.53 344,094,956.18
Add: non-operating income 4,025,211.48 1,634,947.04
Less: non-operating expense 2,375,285.99 2,769,793.67
Including: loss from non-current asset
58,269.77 28,235.97
disposal
IV. Total profit (“-” means loss) 487,048,143.02 342,960,109.55
Less: Income tax expense 112,225,990.61 82,914,212.42
V. Net profit (“-” means loss) 374,822,152.41 260,045,897.13
Including: Net profit achieved by
combined parties before the 1,312,539.70 2,936,782.09
combinations
Attributable to owners of the
375,422,129.64 261,108,340.62
Company
Minority shareholders’ income -599,977.23 -1,062,443.49
VI. Earnings per share -- --
(I) Basic earnings per share 0.6299 0.4381
(II) Diluted earnings per share 0.6299 0.4381
Ⅶ. Other comprehensive incomes 7,383.80 -1,402,825.50
Ⅷ. Total comprehensive incomes 374,829,536.21 258,643,071.63
Attributable to owners of the
375,429,513.44 259,705,515.12
Company
Attributable to minority
-599,977.23 -1,062,443.49
shareholders
Where business mergers under the same control occurred in this report period, the net profit achieved by the merged parties before
the business mergers was RMB 1,312,539.70.
4. Income statement of the Company
Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
Unit: RMB Yuan
Item Amount in 2012 Amount in 2011
I. Total sales 48,210,057.27 48,557,559.48
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Less: cost of sales 20,151,948.72 35,318,571.13
Business taxes and surcharges 9,028,751.88 6,677,356.44
Distribution expenses
Administrative expenses 43,915,015.22 37,525,862.49
Financial costs -2,354,237.66 796,873.78
Impairment loss -15,500,366.74 20,832,527.84
Add: gain/(loss) from change in fair
-3,364.50
value (“-” means loss)
Gain/(loss) from investment (“-” means
381,808,751.52 17,549,461.29
loss)
Including: income form investment on
3,145,809.75 -286,648.25
associates and joint ventures
II. Business profit (“-” means loss) 374,777,697.37 -35,047,535.41
Add: non-business income 2,089,256.20 135,208.33
Less: non-business expense 1,488,094.69 2,481,283.79
Including: loss from non-current asset
1,470.30 2,826.50
disposal
III. Total profit (“-” means loss) 375,378,858.88 -37,393,610.87
Less: income tax expense -807.48
IV. Net profit (“-” means loss) 375,378,858.88 -37,392,803.39
V. Earnings per share -- --
(I) Basic earnings per share 0.6299 -0.0627
(II) Diluted earnings per share 0.6299 -0.0627
VI. Other comprehensive income
VII. Total comprehensive income 375,378,858.88 -37,392,803.39
5. Consolidated cash flow statement
Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
Unit: RMB Yuan
Item Amount in 2012 Amount in 2011
I. Cash flows from operating activities:
Cash received from sale of
2,127,163,532.80 755,242,978.35
commodities and rendering of service
Net increase of deposits from
customers and dues from banks
68
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Net increase of loans from the central
bank
Net increase of funds borrowed from
other financial institutions
Cash received from premium of
original insurance contracts
Net cash received from reinsurance
business
Net increase of deposits of policy
holders and investment fund
Net increase of disposal of tradable
financial assets
Cash received from interest, handling
charges and commissions
Net increase of intra-group
borrowings
Net increase of funds in repurchase
business
Tax refunds received
Other cash received relating to
37,705,584.60 39,637,103.93
operating activities
Subtotal of cash inflows from operating
2,164,869,117.40 794,880,082.28
activities
Cash paid for goods and services 613,923,266.79 696,932,522.62
Net increase of customer lendings
and advances
Net increase of funds deposited in the
central bank and amount due from
banks
Cash for paying claims of the original
insurance contracts
Cash for paying interest, handling
charges and commissions
Cash for paying policy dividends
Cash paid to and for employees 244,711,375.88 223,300,664.36
Various taxes paid 395,582,349.38 145,141,064.57
Other cash payment relating to
104,937,927.97 83,589,751.86
operating activities
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Subtotal of cash outflows from
1,359,154,920.02 1,148,964,003.41
operating activities
Net cash flows from operating activities 805,714,197.38 -354,083,921.13
II. Cash flows from investing activities:
Cash received from withdrawal of
512,174.81
investments
Cash received from return on
9,705,931.45 4,648,037.50
investments
Net cash received from disposal of
fixed assets, intangible assets and other 780,451.00 860,648.90
long-term assets
Net cash received from disposal of
subsidiaries or other business units
Other cash received relating to
investing activities
Subtotal of cash inflows from
10,486,382.45 6,020,861.21
investing activities
Cash paid to acquire fixed assets,
intangible assets and other long-term 4,327,597.65 16,042,221.98
assets
Cash paid for investment
Net increase of pledged loans
Net cash paid to acquire subsidiaries
and other business units
Other cash payments relating to
investing activities
Subtotal of cash outflows from
4,327,597.65 16,042,221.98
investing activities
Net cash flows from investing activities 6,158,784.80 -10,021,360.77
III. Cash Flows from Financing
Activities:
Cash received from capital
contributions
Including: Cash received from
minority shareholder investments by
subsidiaries
Cash received from borrowings 186,000,000.00 612,495,212.00
Cash received from issuance of
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
bonds
Other cash received relating to
financing activities
Subtotal of cash inflows from financing
186,000,000.00 612,495,212.00
activities
Repayment of borrowings 618,961,878.68 278,960,000.00
Cash paid for interest expenses and
48,917,137.06 43,968,697.53
distribution of dividends or profit
Including: dividends or profit paid
by subsidiaries to minority shareholders
Other cash payments relating to
1,584,500.00 1,396,200.00
financing activities
Sub-total of cash outflows from
669,463,515.74 324,324,897.53
financing activities
Net cash flows from financing activities -483,463,515.74 288,170,314.47
IV. Effect of foreign exchange rate
1,103.36 -217,885.53
changes on cash and cash equivalents
V. Net increase in cash and cash
328,410,569.80 -76,152,852.96
equivalents
Add: Opening balance of cash and
469,313,741.57 545,466,594.53
cash equivalents
VI. Closing balance of cash and cash
797,724,311.37 469,313,741.57
equivalents
6. Cash flow statement of the Company
Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
Unit: RMB Yuan
Item Amount in 2012 Amount in 2011
I. Cash flows from operating activities:
Cash received from sale of
48,165,574.83 48,186,363.60
commodities and rendering of service
Tax refunds received
Other cash received relating to
1,238,725,468.05 955,034,252.86
operating activities
Subtotal of cash inflows from operating
1,286,891,042.88 1,003,220,616.46
activities
Cash paid for goods and services 7,593,201.26 450,309,709.08
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Cash paid to and for employees 17,689,894.18 16,853,488.87
Various taxes paid 12,331,745.43 8,620,041.58
Other cash payment relating to
970,661,663.27 20,083,193.31
operating activities
Subtotal of cash outflows from
1,008,276,504.14 495,866,432.84
operating activities
Net cash flows from operating activities 278,614,538.74 507,354,183.62
II. Cash flows from investing activities:
Cash received from retraction of
512,174.81
investments
Cash received from return on
46,868,931.45 22,592,670.23
investments
Net cash received from disposal of
fixed assets, intangible assets and other 2,220.00 1,280.00
long-term assets
Net cash received from disposal of
subsidiaries or other business units
Other cash received relating to
investing activities
Subtotal of cash inflows from
46,871,151.45 23,106,125.04
investing activities
Cash paid to acquire fixed assets,
intangible assets and other long-term 9,689,947.61 534,622.00
assets
Cash paid for investment 525,000,000.00
Net cash paid to acquire subsidiaries
and other business units
Other cash payments relating to
investing activities
Subtotal of cash outflows from
9,689,947.61 525,534,622.00
investing activities
Net cash flows from investing activities 37,181,203.84 -502,428,496.96
III. Cash Flows from Financing
Activities:
Cash received from capital
contributions
Cash received from borrowings
Cash received from issuance of
72
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
bonds
Other cash received relating to
financing activities
Subtotal of cash inflows from financing
activities
Repayment of borrowings
Cash paid for interest expenses and
distribution of dividends or profit
Other cash payments relating to
financing activities
Sub-total of cash outflows from
financing activities
Net cash flows from financing activities
IV. Effect of foreign exchange rate
-125.07
changes on cash and cash equivalents
V. Net increase in cash and cash
315,795,742.58 4,925,561.59
equivalents
Add: Opening balance of cash and
83,846,009.34 78,920,447.75
cash equivalents
VI. Closing balance of cash and cash
399,641,751.92 83,846,009.34
equivalents
7. Consolidated statement of changes in owners’ equity
Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
Reporting period
Unit: RMB Yuan
Reporting period
Equity attributable to owners of the Company
Paid-up
Total
Item Minority
capital Less: General
Capital Specific Surplus Retaine owners’
(or treasury risk Others interests
reserve reserve reserve d profit equity
share stock reserve
capital)
I. Balance at the end of the 595,979 64,020,2 69,712, 406,422, -5,890,2 862,087.0 1,131,105,
previous year ,092.00 75.72 050.51 741.94 86.25 6 960.98
Add: change of accounting
policy
Correction of errors in
73
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
previous periods
13,800,0 656,810 -3,240,0 11,216,784
Other
00.00 .44 25.58 .86
II. Balance at the beginning of 595,979 77,820,2 70,368, 403,182, -5,890,2 862,087.0 1,142,322,
the year ,092.00 75.72 860.95 716.36 86.25 6 745.84
III. Increase/ decrease of
-14,037, 375,422, 361,392,25
amount in the year (“-” means 7,383.80
256.69 129.64 6.75
decrease)
375,422, 375,422,12
(I) Net profit
129.64 9.64
(II) Other comprehensive
7,383.80 7,383.80
incomes
375,422, 375,429,51
Subtotal of (I) and (II) 7,383.80
129.64 3.44
(III) Capital paid in and
reduced by owners
1. Capital paid in by
owners
2. Amounts of share-based
payments recognized in
owners’ equity
3. Others
(IV) Profit distribution
1. Appropriations to
surplus reserves
2. Appropriations to
general risk provisions
3. Appropriations to
owners (or shareholders)
4. Other
(V) Internal carry-forward of
owners’ equity
1. New increase of capital
(or share capital) from capital
public reserves
2. New increase of capital
(or share capital) from surplus
reserves
3. Surplus reserves for
74
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
making up losses
4. Other
(Ⅵ) Specific reserve
1. Withdrawn for the
period
2. Used in the period
-14,037, -14,037,25
(Ⅶ) Other
256.69 6.69
595,979 63,783,0 70,368, 778,604, -5,882,9 862,087.0 1,503,715,
IV. Closing balance
,092.00 19.03 860.95 846.00 02.45 6 002.59
Last year
Unit: RMB Yuan
Last year
Equity attributable to owners of the Company
Paid-up
Total
Item Minority
capital Less: General
Capital Specific Surplus Retaine owners’
(or treasury risk Others interests
reserve reserve reserve d profit equity
share stock reserve
capital)
I. Balance at the end of the 595,979 64,020,2 69,712, 148,961, -4,487,4 862,087.0 875,047,70
previous year ,092.00 75.72 050.51 664.40 60.75 6 8.94
Add: retrospective
adjustments due to business 13,800,0 398,328 10,081,1 24,279,468
combinations under the same 00.00 .48 40.34 .82
control
Add: change of accounting
policy
Correction of errors in
previous periods
-16,709, -16,709,94
Other
947.04 7.04
II. Balance at the beginning of 595,979 77,820,2 70,110,3 142,332, -4,487,4 862,087.0 882,617,23
the year ,092.00 75.72 78.99 857.70 60.75 6 0.72
III. Increase/ decrease of
258,481 260,849, -1,402,8 259,705,51
amount in the year (“-” means
.96 858.66 25.50 5.12
decrease)
261,108, 261,108,34
(I) Net profit
340.62 0.62
75
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(II) Other comprehensive -1,402,8 -1,402,825.
incomes 25.50 50
261,108, -1,402,8 259,705,51
Subtotal of (I) and (II)
340.62 25.50 5.12
(III) Capital paid in and
reduced by owners
1. Capital paid in by
owners
2. Amounts of share-based
payments recognized in
owners’ equity
3. Others
258,481 -258,48
(IV) Profit distribution
.96 1.96
1. Appropriations to 258,481 -258,48
surplus reserves .96 1.96
2. Appropriations to
general risk provisions
3. Appropriations to
owners (or shareholders)
4. Other
(V) Internal carry-forward of
owners’ equity
1. New increase of capital
(or share capital) from capital
public reserves
2. New increase of capital
(or share capital) from surplus
reserves
3. Surplus reserves for
making up losses
4. Other
(Ⅵ) Specific reserve
1. Withdrawn for the
period
2. Used in the period
(Ⅶ) Other
IV. Closing balance 595,979 77,820,2 70,368, 403,182, -5,890,2 862,087.0 1,142,322,
76
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
,092.00 75.72 860.95 716.36 86.25 6 745.84
8. Statement of changes in owners’ equity of the Company
Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
Reporting period
Unit: RMB Yuan
Reporting period
Paid-up
Less: General Total
Item capital (or Capital Specific Surplus Retained
treasury risk owners’
share reserve reserve reserve profit
stock reserve equity
capital)
I. Balance at the end of the 595,979,09 38,914,227 69,712,050 -50,242,14 654,363,22
previous year 2.00 .99 .51 6.85 3.65
Add: change of accounting
policy
Correction of errors in
previous periods
Other
II. Balance at the beginning of 595,979,09 38,914,227 69,712,050 -50,242,14 654,363,22
the year 2.00 .99 .51 6.85 3.65
III. Increase/ decrease of amount -1,159,995. 375,378,85 374,218,86
in the year (“-” means decrease) 71 8.88 3.17
375,378,85 375,378,85
(I) Net profit
8.88 8.88
(II) Other comprehensive
incomes
375,378,85 375,378,85
Subtotal of (I) and (II)
8.88 8.88
(III) Capital paid in and
reduced by owners
1. Capital paid in by owners
2. Amounts of share-based
payments recognized in owners’
equity
3. Others
(IV) Profit distribution
1. Appropriations to surplus
reserves
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
2. Appropriations to general
risk provisions
3. Appropriations to owners
(or shareholders)
4. Other
(V) Internal carry-forward of
owners’ equity
1. New increase of capital
(or share capital) from capital
public reserves
2. New increase of capital
(or share capital) from surplus
reserves
3. Surplus reserves for
making up losses
4. Other
(Ⅵ) Specific reserve
1. Withdrawn for the period
2. Used in the period
-1,159,995. -1,159,995.
(Ⅶ) Other
71 71
595,979,09 37,754,232 69,712,050 325,136,71 1,028,582,
IV. Closing balance
2.00 .28 .51 2.03 086.82
Last year
Unit: RMB Yuan
Last year
Paid-up
Less: General Total
Item capital (or Capital Specific Surplus Retained
treasury risk owners’
share reserve reserve reserve profit
stock reserve equity
capital)
I. Balance at the end of the 595,979,09 38,914,227 69,712,050 -12,849,34 691,756,02
previous year 2.00 .99 .51 3.46 7.04
Add: change of accounting
policy
Correction of errors in
previous periods
Other
II. Balance at the beginning of 595,979,09 38,914,227 69,712,050 -12,849,34 691,756,02
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
the year 2.00 .99 .51 3.46 7.04
III. Increase/ decrease of amount -37,392,80 -37,392,80
in the year (“-” means decrease) 3.39 3.39
-37,392,80 -37,392,80
(I) Net profit
3.39 3.39
(II) Other comprehensive
incomes
-37,392,80 -37,392,80
Subtotal of (I) and (II)
3.39 3.39
(III) Capital paid in and
reduced by owners
1. Capital paid in by owners
2. Amounts of share-based
payments recognized in owners’
equity
3. Others
(IV) Profit distribution
1. Appropriations to surplus
reserves
2. Appropriations to general
risk provisions
3. Appropriations to owners
(or shareholders)
4. Other
(V) Internal carry-forward of
owners’ equity
1. New increase of capital
(or share capital) from capital
public reserves
2. New increase of capital
(or share capital) from surplus
reserves
3. Surplus reserves for
making up losses
4. Other
(Ⅵ) Specific reserve
1. Withdrawn for the period
2. Used in the period
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(Ⅶ) Other
595,979,09 38,914,227 69,712,050 -50,242,14 654,363,22
IV. Closing balance
2.00 .99 .51 6.85 3.65
III. Company Profile
Shenzhen Properties & Resources Development (Group) Ltd. (hereinafter referred to as “company ” or “the
Company”) was incorporated based on the reconstruction of Shenzhen Properties & Resources Development Co.,
Ltd. after obtaining approval of ZFBF [1991] No. 831 from People’s Government of Shenzhen Municipality. The
registration number of Business License for Enterprises as Legal Person is ZQFZ No. 440301103570124.
1. Registered capital of the Company
The registered capital of the Company was RMB 541, 799,175 after bonus issue of shares on the basis of one
share for every existing 10 shares based on existing paid-in capital of the Company in 1996 and it changes to
RMB 595,979,092 after bonus issue of shares on the basis of one share for every existing 10 shares based on
previous paid-in capital of RMB 541,799,175 in 2009.
2. Registered office, organization form and headquarter address of the Company
Registered office: Shenzhen Municipal, Guangdong Province, PRC
Organization form: joint-stock company with limited liability
Headquarter address: 39th and 42nd Floor, International Trade Center, Renmin South Road, Shenzhen.
3. Nature of the business and main business scope of the Company
The business scope of the Company and its subsidiaries includes development and sale of commodity premises,
construction and management of buildings, lease of properties, supervision of construction, domestic trading and
materials supply and marketing (excluding exclusive dealing and monopoly sold products and commodities under
special control to purchase).
4. About the controlling shareholder of the Company and the Group
By the end of the reporting period, the controlling shareholder of the Company is still Shenzhen Construction
Investment Holdings in register book. In 2004, People’s Government of Shenzhen Municipality incorporated
Shenzhen Construction Investment Holdings with the other two municipal asset management companies, namely
Shenzhen Investment Management Corporation and Shenzhen Trade and Business Holding Company, and
established Shenzhen Investment Holdings Co., Ltd. Thus, the Company’s actual controlling shareholder is
Shenzhen Investment Holdings Co., Ltd., a sole state-funded limited company, who was established in Oct. 13,
2004; its legal representative is Mr. Chen Hongbo and the registered capital is RMB 5.6 billion. Its main business
scope is providing guarantee to municipal state-owned enterprises, management of state-owned equity, assets
reorganization, reformation, capital operation, and equity investment of enterprises and etc. As a government
department, Shenzhen State-owned Assets Supervision and Administration Bureau manage Shenzhen Investment
Holdings Co., Ltd. on behalf of People’s Government of Shenzhen Municipality. Thus, the final controller of the
Company is Shenzhen State-owned Assets Supervision and Administration Bureau.
5. Authorization and date of issuing the financial statements
The financial statements were approved and authorized for issue by the 12th session of the 7th board of directors of
the Company on 28 Mar. 2013.
Ⅳ . Main accounting policies, accounting estimates and corrections of prior accounting
errors
1. Basis for preparation of financial statements
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
The company recognizes and measures transactions occurred according to Chinese Accounting Standards – Basic
standard and other related accounting standards, prepares the financial statements based on accrual accounting and
the underlying assumption of going concern.
2. Statement of compliance with Enterprise accounting standards
The company's financial statements comply with the requirements of Accounting Standards; the company's
financial position, operating results, changes in shareholder's equity and cash flow, and other relevant information
are truly and completely disclosed in financial statements.
3. Fiscal year
The Company adopts the Gregorian calendar for its accounting period, starting on January 1 and ending on
December 31 of the year.
4. Recording currency
Renminbi (RMB) is used as the recording currency.
5. Accounting method of business combination under the common control and not under the common
control
(1) Business combination under the same control
The Company adopts equity method for business combination under common control. The assets and liabilities
that the combining party obtained in a business combination shall be measured on their carrying amount in the
combined party on the combining date. The difference between the carrying amount of net assets acquired by the
combining party and the carrying amount of the consideration paid by it (or the total par value of the shares issued)
shall be adjusted to capital surplus. If the capital surplus is not sufficient for adjustment, retained earning is
adjusted respectively. The business combination costs that are directly attributable to the combination, such as
audit fees, valuation fees, legal service fees and so on are recognized in profit or loss during the current period
when they occurred. The bonds issued for a business combination or the handling fees, commissions and other
expenses for bearing other liabilities shall be recorded in the amount of initial measurement of the bonds or other
debts. The handling fees, commissions and other expenses for the issuance of equity securities for the business
combination shall be credited against the surplus of equity securities; if the surplus is not sufficient, the retained
earnings shall be offset. Where a relationship between a parent company and a subsidiary company is formed due
to a business combination, the parent company shall, on the combining date, prepare consolidated financial
statements according to the accounting policy of the Company.
(2) Business combination not under the same control
The Company adopts acquisition method for business combination not under common control. The acquirer shall
recognize the initial cost of combination under the following principles:
①When business combination is achieved through a single exchange transaction, the cost of a business
combination is the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or
assumed, and equity securities issued by the acquirer, in exchange for control of the acquiree;
②For the business combination involved more than one exchange transaction, accounting treatments will be
carried out separately on individual and consolidated financial statements as the followings:
A. In the individual financial statements, the initial investment cost of the particular project will be the sum of
book value of equity in the entity before the date of acquisition and the newly added investment cost; When the
share equity before the date of acquisition involves with other integrated gains, such gains (such as the part of fair
value of the sellable financial assets accounted into capital reserves, same for the followings) are transferred into
current investment income account.
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B. In the consolidated financial statements, the share equity in the acquired entity before the date of acquisition is
recalculated upon the fair value of the equity at the date of acquisition. The balance between the fair value and
book value shall be accounted into current investment income account; when the share equity before the date of
acquisition involves with other integrated gains, such gains are transferred into investment income account of the
period when it occurred. Within the notes of financial statement, the acquirer shall be disclosed the fair value (on
the merger date) of the shareholdings of the bargainor hold and profits or losses recognized by the revaluation.
③Agency expenses and other administrative expenses such as auditing, legal consulting, or appraisal services
occurred relating to the merger of entities are accounted into current income account when occurred; the
transaction fees of equity certificates or liability certificates issued by the purchaser for payment for the
acquisition are accounted at the initial amount of the certificates.
④Where a business combination contract or agreement provides for a future event which may adjust the cost of
combination, the Company shall include the amount of the adjustment in the cost of the combination at the
acquisition date if the future event leading to the adjustment is probable and the amount of the adjustment can be
measured reliably.
The acquirer shall, on the acquisition date, measure the assets given and liabilities incurred or assumed by an
enterprise for a business combination in light of their fair value, and shall record the balances between them and
their carrying amounts into the profits and losses at the current period.
The acquirer shall distribute the combination costs on the acquisition date, and shall recognize all identifiable
assets, liabilities and contingent liabilities it obtains from the acquiree. (1) the acquirer shall recognize the
difference that the combination costs are over the fair value of the identifiable net assets obtained from acquiree as
goodwill; (2) if the combination costs are less than the fair value of the identifiable net assets obtained from
acquiree, the acquirer shall reexamine the measurement of the fair values of the identifiable assets, liabilities and
contingent liabilities obtained from the acquiree as well as the combination costs; and then after the reexamination,
the result is still the same, the difference shall be recorded in the profit and loss of the current period.
Where a relationship between a parent company and a subsidiary company is formed due to a business
combination, the parent company shall prepare accounting books for future reference, which shall record the fair
value of the identifiable assets, liabilities and contingent liabilities obtained from the subsidiary company on the
acquisition date. When preparing consolidated financial statements, it shall adjust the financial statements of the
subsidiary company on the basis of the fair values of the identifiable assets, liabilities and contingent liabilities
determined on the acquisition date according to the Company’s accounting policy of “Consolidated financial
statement”.
6. Preparation methods for consolidated financial statements
(1) Preparation methods for consolidated financial statements
1) Consolidated scope
Consolidated financial statements are included all subsidiaries of the parent.
When the parent owns, directly or indirectly through subsidiaries, more than half of the voting power of the investee
company, the investee company is regarding as subsidiary and included in the consolidated financial statements. If
the parent owns half or less of the voting power of an entity when there is any following condition incurred, the
investee company is regarding as subsidiary and included consolidated financial statements.
A. power over more than half of the voting rights by virtue of an agreement with other investors;
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
B. power to govern the financial and operating policies of the entity under a statute or an agreement;
C. power to appoint or remove the majority of the members of the board of directors or equivalent governing body;
D. power to cast the majority of votes at meetings of the board of directors or equivalent governing body and control
of the entity is by that board or body.
If there is evidence suggesting that no control of the investee company exists, the investee company does not be
included in the consolidated financial statements.
2）Preparation methods for consolidated financial statements
The consolidated financial statements are based on the financial statements of individual subsidiaries which are
included in the consolidation scope and prepared after adjustment of long-term equity investment under equity
method and elimination effect of intragroup transaction.
3）Statement of minority interests and profits or losses
The portion of the equity of the subsidiaries that are not owned by the parent is presented as minority interest in the
consolidated balance sheet.
The portion of the profit or loss of the subsidiaries that are not owned by the parent is presented as minority interest
in the consolidated income statement.
4) Accounting treatment of excess losses
When the share of losses attributable to the minor shareholders has exceeded their shares in the shareholders’ equity
at the beginning of term, the shareholders’ equity shall be deducted thereof.
5) Accounting treatment on increase or decrease of the subsidiaries during the reporting period
For any subsidiary acquired by the Company through business combination under the common control, when the
consolidated balance sheet for the current period are being prepared, the amount at the beginning of the period in the
consolidated balance sheet is made corresponding modification. For addition business combination not under
common control during the reporting period, the Company makes no adjustment for the amount at the beginning of
the period in the consolidated balance sheet. When disposing subsidiary during the reporting period, the Company
makes no adjustment for the amount at the beginning of the period in the consolidated balance sheet.
For any subsidiary acquired by the Company through business combination under the common control, when the
consolidated income statement for the current period are being prepared, revenue, expense and profit for the period
from the beginning of the consolidated period to the year end of the reporting period are included in the consolidated
income statement. For addition business combination not under common control during the reporting period,
revenue, expense and profit for the period from acquisition date to the year end of the reporting period is included in
the consolidated income statement. When disposing subsidiary during the reporting period, revenue, expense and
profit for the period from the beginning to the disposal date are included in the consolidated income statement.
For any subsidiary acquired by the Company through business combination under the common control, when the
consolidated cash flow statement for the current period are being prepared, cash flow for the period from the
beginning of the consolidated period to the year end of the reporting period is included in the consolidated cash flow
statement. For addition business combination not under common control during the reporting period, cash flow for
the period from acquisition date to the year end of the reporting period is included in the consolidated cash flow
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
statement. When disposing subsidiary during the reporting period, cash flow for the period from the beginning to the
disposal date is included in the consolidated cash flow statement.
(2) As for the event about purchasing and then selling (or selling and then purchasing) equities of the same
subsidiary, the Company shall disclose relevant accounting treatment methods.
7. Recognition standards for cash and cash equivalents
Cash equivalent is defined as the short-term (normally matured within three months after purchased date),
highly-liquid investment which is easily transferred into cash and has low risk of change of value.
8. Foreign currency and accounting method for foreign currency
(1) Foreign currency business
Any transaction is converted into the accounting standard currency according to the approximate exchange rate of
the sight rate on the occurrence date of the transaction. The Company adopts the middle exchange rate announced
by the People's Bank of China at last year end as current exchange rate.
Treatment of foreign currency exchange difference: On balance sheet date, the Company accounts for monetary
and non-monetary items denominated in foreign currencies as follows: a) monetary items denominated in foreign
currencies are translated at the foreign exchange rates ruling at the balance sheet date. Foreign exchange gains and
losses arising from the difference between the balance sheet date exchange rate and the exchange rate ruling at the
time of initial recognition or the exchange rate ruling at the last balance sheet date are recognized in income
statement; b) Non-monetary items that are measured in terms of historical cost in a foreign currency are translated
using the current exchange rates ruling at the transaction dates. Non-monetary items denominated in foreign
currencies that are stated at fair value are translated using the current exchange rates ruling at the dates the fair
value was determined, the difference between the amount of functional currency after translation and the original
amount of functional currency is treated as part of change in fair value (including change in exchange rate) and
recognized in income statement. During the capitalization period, exchange differences arising from foreign
currency borrowings are capitalized as part of the cost of the capitalized assets.
(2) Translations of financial statements in foreign currencies
The Company translates the financial statements of its foreign operation in accordance with the following
provisions: a) the asset and liability items in the balance sheets shall be translated at a spot exchange rate ruling at
the balance sheet date. Among the owner's equity items, except the ones as "retained earnings", others shall be
translated at the spot exchange rate ruling at the time when they occurred; b) The income and expense items in the
income statements shall be translated at an exchange rate which is determined in a systematic and reasonable way
and is approximate to the spot exchange rate (calculated by the average of starting rate and closing rate on the
reporting period) ruling at the transaction date. The foreign exchange difference arisen from the translation of
foreign currency financial statements shall be presented separately under the owner's equity in the balance sheet.
The translation of comparative financial statements shall be subject to the aforesaid provisions.
9. Financial instruments
(1) Category of financial instruments
The Company recognises a financial asset or financial liability on its balance sheet when, and only when, the
Company becomes a party to the contractual provisions of the instrument.
The Company classifies the financial assets into the following four categories: a) financial assets at fair value
through profit or loss; b) held-to-maturity investments; c) loans and receivables; and d) available-for-sale financial
assets.
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
The Company's financial liabilities are classified as financial liabilities at fair value through profit or loss, and
other financial liabilities.
(2) Recognition and measurement of financial liabilities
The Company recognises a financial asset or financial liability on its balance sheet when, and only when, the
Company becomes a party to the contractual provisions of the instrument.
The financial assets are initially recognized at fair value. Gains or losses arising from a change in the fair value of
a financial asset at fair value through profit or loss is recognized in profit or loss when it incurred and relevant
transaction costs are recognized as expense when it incurred. For other financial assets, the transaction costs are
recognized as costs of the financial assets.
Subsequent measurement of financial assets
A. A financial asset at fair value through profit or loss includes financial assets held for trading and financial
assets designated by the Company as at fair value through profit or loss. The Company subsequently measures the
financial asset at fair value through profit or loss at fair value and recognises the gain or loss arising from a
change in the fair value of a financial asset at fair value through profit or loss as profit or loss in the current
period.
B. Held-to-maturity investments are measured at amortized cost using the effective interest method. A gain or loss
is recognized in profit or loss during the current period when the financial asset is derecognized or impaired and
through the amortization process.
C. Loans and receivables are measured at amortized cost using the effective interest method. A gain or loss is
recognized in profit or loss during the current period when the financial asset is derecognized or impaired and
through the amortization process.
D. Available-for-sale financial assets are measured at fair value and the gain or loss arising from a change in the
fair value of available-for-sale financial assets is recognized as capital reserve which is transferred into profit or
loss when it is impaired or derecognized. Interests or cash dividends during the holding period are recognized in
profit or loss for the current period.
Financial liabilities are initially measured at fair value. For the financial liability at fair value through profit or loss
at its fair value, relevant transaction costs are recognized as expense when it incurred. For the other financial
liabilities, relevant transaction costs are recognized as costs.
Subsequent measurement of financial liabilities
A. Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial
assets designated by the Company as at fair value through profit or loss. The Company recognises a financial
liability at fair value through profit or loss at its fair value. A gain or loss of change in fair value is recognized in
the profit or loss of the current period.
B. Other financial liabilities are measured by amortized cost using effective interest rate.
(3) Recognition and accounting method for transfer of financial assets
The Company derecognizes financial assets when the Company transfers substantially all the risks and rewards of
ownership of the financial assets. On derecognition of a financial asset in its entirety, the difference between the
follows is recognized in profit or loss of the current period.
①the carrying amount of transferring financial assets;
②the sum of the consideration received and any cumulative gain or loss that had been recognized directly in
equity (including financial assets transferred to available for sale category).
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
If the transferred asset is part of a larger financial asset and the part transferred qualifies for derecognition in its
entirety, the previous carrying amount of the larger financial asset is allocated between the part that continues to
be recognized and the part that is derecognized, based on the relative fair values of those parts on the date of the
transfer. The difference between the follows is recognized in profit or loss of the current period.
①the carrying amount allocated to the part derecognized;
②the sum of the consideration received for the part derecognized and any cumulative gain or loss allocated to it
that had been recognized directly in equity (including financial assets transferred to available for sale category).
A cumulative gain or loss that had been recognized in equity is allocated between the part that continues to be
recognized and the part that is derecognized, based on the relative fair values of those parts.
If a transfer does not qualify for derecognition, the Company continues to recognize the transferred asset in its
entirety and shall recognize a financial liability for the consideration received.
When the Company continues to recognize a financial asset to the extent of its continuing involvement, the
Company also recognises an associated liability. The transferred asset and the associated liability are measured on
a basis that reflects the rights and obligations that the Company has retained.
(4) Derecognition conditions of financial liabilities
The derecognition of financial liabilities refers to the financial liabilities are written off in the company account
and balance sheet. When the prevailing obligations of a financial liability are relieved in all or in part may the
recognition of the financial liability be terminated in all or partly.
(5) Recognition method for fair value of financial assets and financial liabilities
A. If there is an active market for the financial instrument, the fair value is quoted prices in the active market.
B. If the market for a financial instrument is not active, the Company establishes fair value by using a valuation
technique.
(6) Withdrawal of impairment provision for financial assets (excluding accounts receivable)
A. The Company assesses the carrying amount of the financial assets except the financial asset at fair value
through profit or loss at each balance sheet date, if there is any objective evidence that a financial asset or group of
financial assets is impaired, the Company shall recognize impairment loss.
B. The objective evidences that the Company uses to determine the impairment are as follows:
a）significant financial difficulty of the issuer or obligor;
b）a breach of contract, such as a default or delinquency in interest or principal payments;
c）the lender, for economic or legal reasons relating to the borrower's financial difficulty, granting to the borrower
a concession that the lender would not otherwise consider;
d）it becoming probable that the borrower will enter bankruptcy or other financial reorganization;
e）the disappearance of an active market for that financial asset because of financial difficulties;
f）observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of
financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the
individual financial assets in the group, including: (i) Adverse changes in the payment status of borrowers in the
group or (ii) an increase in the unemployment rate in the geographical area of the borrowers, a decrease in
property prices for mortgages in the relevant area, or adverse changes in industry conditions that affect the
borrowers.
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
g）significant changes with an adverse effect that have taken place in the technological, market, economic or legal
environment in which the borrower operates, and indicates that the cost of the investment in the equity instrument
may not be recovered;
h）a significant or non-temporary decrease in fair value of equity investment instruments;
i）other objective evidences showing the impairment of the financial assets.
C. Measurement of impairment loss of financial assets
a）held-to-maturity investments, loans and receivables
If there is objective evidence that an impairment loss on loans and receivables or held-to-maturity investments
carried at amortized cost has been incurred, the amount of the loss is measured as the difference between the
asset's carrying amount and the present value of estimated future cash flows. The amount of the loss is recognized
in profit or loss of the current period.
The Company assesses whether objective evidence of impairment exists individually for financial assets that are
individually significant, and individually or collectively for financial assets that are not individually significant. If
the Company determines that no objective evidence of impairment exists for an individually assessed financial
asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk
characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment
and for which an impairment loss is or continues to be recognized are not included in a collective assessment of
impairment.
The Company performs impairment test for receivables and provide bad debt provisions at the balance sheet date.
For the individually significant receivables and not individually significant receivables, the impairment tests are
both carried on individually. If there is objective evidence that an impairment loss on loans and receivables, the
Company provides provision for impairment loss for the amount which is measured as the difference between the
asset's carrying amount and the present value of estimated future cash flows.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively
to an event occurring after the impairment was recognized, the previously recognized impairment loss of financial
asset measured at amortized cost is be reversed. The amount of the reversal is recognized in profit or loss of the
current period.
b）Available-for-sale financial assets
When a decline in the fair value of an available-for-sale financial asset has been recognized directly in equity, the
cumulative loss that had been recognized directly in equity is removed from equity and recognized in profit or loss
even though the financial asset has not been derecognized.
If there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is
not carried at fair value because its fair value cannot be reliably measured, or on a derivative asset that is linked to
and must be settled by delivery of such an unquoted equity instrument, the amount of the impairment loss is
measured as the difference between the carrying amount of the financial asset and the present value of estimated
future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment
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losses are recognized in the profit or loss of the current period.
If, in a subsequent period, the fair value of a debt instrument classified as available for sale increases and the
increase can be objectively related to an event occurring after the impairment loss was recognized in profit or loss,
the impairment loss is reversed, with the amount of the reversal recognized in profit or loss of the current period.
Impairment losses recognized in profit or loss for an investment in an equity instrument classified as available for
sale is not reversed through profit or loss. For impairment loss has been incurred on an unquoted equity
instrument that is not carried at fair value because its fair value cannot be reliably measured, or on a derivative
asset that is linked to and must be settled by delivery of such an unquoted equity instrument, the impairment loss
is not reversed through profit or loss.
(7) As for event about reclassifying the undue held-to-maturity investment into available-for-sale financial assets,
the Company shall state the basis of changes in holding purpose or ability
A. No available financial resources continuously providing the funds support for the financial assets to make them
hold to maturity;
B. It’s hard for the Company to hold the financial assets to maturity due to the restriction of laws and
administrative regulations;
C. Other situations showing that the Company has not the ability to hold the financial assets with fixed term to
maturity.
10. Recognition criteria and withdrawal methods for bad debts provision of accounts receivable
(1) Bad debt provision for individually significant accounts receivable
Judgement basis or monetary standards of provision for bad debts of Amount of individual receivable is greater than RMB 2
the individually significant accounts receivable millions (and including 2 millions)
On balance sheet day, the impairment test is carried on
individually for the individually significant receivables; if it
is impaired after the impairment test, the Company provides
Method of individual provision for bad debts of the individually
provision for impairment loss for the amount which is
significant accounts receivable
measured as the difference between the asset's carrying
amount and the present value of estimated future cash flows,
and withdraws relevant bad debt provision.
(2) Accounts receivable for which bad debt provisions are made on the group basis
Withdrawal method of bad
Name of group debt provision on the group Recognition basis of group
basis
Receivables among the Company and its subsidiaries within the
Group 1 Other method consolidation scope which prove not impaired after individual
tests
As for other receivables which prove not impaired after
Group 2 Aging analysis method individual tests than those in Portfolio 1, considering the current
situation, the Company determines the bad-debt provisions ratio
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
for them based on the actual loss ratio of the receivable portfolio
in previous years with the same or similar account age or the
similar credit risk.
In the groups, adopting aging analysis method to withdraw bad debt provision:
√ Applicable □ Inapplicable
Withdrawal proportion for accounts Withdrawal proportion for other accounts receivable
Age
receivable (%) (%)
Within 1 year (including 1 year) 3% 3%
1-2 years 10% 10%
2-3 years 30% 30%
3-4 years 50% 50%
4-5 years 80% 80%
Over 5 years 100% 100%
In the groups, adopting balance percentage method to withdraw bad debt provision
□ Applicable √ Inapplicable
In the groups, adopting other methods to withdraw bad debt provision
√ Applicable □Inapplicable
Name of group Note of method
Receivables among the Company and its subsidiaries within the
Group 1 consolidation scope which prove not impaired after individual tests. Such
group shall not be withdrawn bad debts provision.
(3) Accounts receivable with an insignificant single amount but for which the bad debt provision is made
individually
The receivable which is individually insignificant
Reason of individually withdrawing bad debt provision but the credit risk is high, objective evidence to
indicate impairment.
The impairment test is carries out individually, the
Company recognizes provision for impairment loss
for the amount which is measured as the difference
Withdrawal method for bad debt provision
between the asset's carrying amount and the present
value of estimated future cash flows, and withdraws
relevant bad debts provision.
11. Inventory
(1) Classification
Inventories of the Company include raw materials, finished goods, low-value consumption goods, land use right
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
held for real estate development, properties under development and completed properties for sale.
(2) Pricing method for outgoing inventories
Pricing method: Specific identification method
Property inventories are measured at actual cost incurred, comprising the borrowing cost designated for real estate
development before completion of developing properties. Completed saleable property inventories are measured
using average unit area cost method. Other kinds of inventories are measured at actual cost incurred, and when the
inventories are transferred out or issued for use, cost of the inventories is determined using weighted average cost
method.
(3) Recognition basis of net realizable value and withdrawal method of depreciation reserves for inventories
Inventories shall be measured at the lower of cost and net realizable value at the balance sheet date. Where the net
realizable value is lower than the cost, the difference shall be recognized as provision for impairment of
inventories and charged to profit or loss.
①Estimation of net realizable value
Estimates of net realizable value are based on the most reliable evidence available at the time the estimates are
made, of the amount the inventories are expected to realize. These estimates take into consideration the purpose
for which the inventory is held and the influence of post balance sheet events.
Materials and other supplies held for use in the production are measured at cost if the net realizable value of the
finished goods in which they will be incorporated is higher than their cost. However, when a decline in the price
of materials indicates that the cost of the finished products will exceed their net realizable value, the materials are
measured at net realizable value.
The net realizable value of inventories held to satisfy sales or service contracts is generally based on the contract
price.
If the quantity specified in sales contracts is less than the inventory quantities held by the Company, the net
realizable value of the excess shall be based on general selling prices.
②The Company generally provides provision for impairment of inventory individually.
For large quantity and low value items of inventories, cost and net realizable value are determined based on
categories of inventories.
Where certain items of inventory have similar purposes or end uses and relate to the same product line produced
and marketed in the same geographical area, and therefore cannot be practicably evaluated separately from other
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items in that product line, costs and net realizable values of those items may be determined on an aggregate basis.
(4) Inventory system for inventories
Inventory system for inventories: Perpetual inventory system
The inventory system for inventories is perpetual inventory system.
(5) Amortization method of the low-value consumption goods and packing articles
Low-value consumption goods
Amortisation method: one-off amortization method
Packing articles
Amortisation method:
Inapplicable
12. Long-term equity investment
(1) Recognition of initial investment cost
The Company initially measures long-term equity investments under two conditions:
①For long-term equity investment arising from business combination, the initial cost is recognized under the
following principles.
A. If the business combination is under the common control and the acquirer obtains long-term equity investment
in the consideration of cash, non-monetary asset exchange or bearing acquiree’s liabilities, the initial cost is the
carrying amount of the proportion of the acquiree’s owner’s equity at the acquisition date. The difference between
cash paid, the carrying amount of the non-monetary asset exchanged and the acquiree’s liabilities beard and the
initial cost of the long-term equity investment should be adjusted to capital surplus. If the capital surplus is not
sufficient for adjustment, retained earning is adjusted respectively. The business combination costs that are
directly attributable to the combination, such as audit fees, valuation fees, legal service fees and so on are
recognized in profit or loss during the current period when they occurred.
If the acquirer issuing equity securities as consideration, the initial cost is the carrying amount of the proportion of
the acquiree’s owner’s equity at the acquisition date. Amount of share capital equal to the par value of the shares
issued. The difference between initial cost of the long-term equity investment and the par value of shares issued is
adjusted to capital surplus. If the capital surplus is not sufficient for adjustment, retained earning is adjusted
respectively. The costs of issuing equity securities occurred in business combination such as charges of security
issuing and commissions are deducted from the premium of equity securities. If the premium is not sufficient for
deducting, retained earning is adjusted respectively.
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B. If the business combination is not under the common control, the acquirer recognizes the initial cost of
combination under the following principles.
a) When business combination is achieved through a single exchange transaction, the cost of a business
combination is the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or
assumed, and equity securities issued by the acquirer, in exchange for control of the acquiree;
b) For a business combination that involves more than one exchange transaction, the initial investment cost is the
summation of the book value of the equity interests of the acquiree held by the Company before the acquisition
date and the new investment cost on the acquisition date;
c) The fees incurred for audit, legal consultation, valuation services and other management expenses are to be
recognized in profit or loss at the time such costs incurred. The transaction costs incurred by the acquirer for
issuing equity securities or debt securities as the consideration of the acquisition are to be recognized as the initial
amount of such equity security or debt security.
d) Where a business combination contract or agreement provides for a future event which may adjust the cost of
combination, the Company shall include the amount of the adjustment in the cost of the combination at the
acquisition date if the future event leading to the adjustment is probable and the amount of the adjustment can be
measured reliably.
②For long-term equity investment obtained in any method other than business combination, the initial cost is
recognized under the following principles.
A. If the long-term equity investment is acquired in cash consideration, the initial cost is the actual payment
which includes direct expenses paid to acquire the long-term equity investment, taxes and other necessary
expense.
B. If the long-term equity investment is acquired by issuing equity securities, the initial cost is the fair value of
the equity securities issued. However, cash dividends or profits that are declared but unpaid shall not be included
in the initial cost. Direct costs attributed to issue equity securities such as handling charges and commissions paid
to securities underwriting agencies are deducted from premium of equity securities. If the premium is not
sufficient for deduction, reserved fund and retained earnings is adjusted respectively.
C. For the long-term equity investment invested by investors, the initial cost is the agreed value prescribed in
the investment contract or agreement unless the agreed value is not fair.
D. For the long-term equity investment acquired through non-monetary asset exchange, the initial cost is
recognized according to “Accounting Standards for Business Enterprises No. 7-Non-monetary transactions”.
E. For the long-term equity investment acquired through debt restructuring, the initial cost is recognized
according to “Accounting Standards for Business Enterprises No. 12-Debt restructuring”.
③If there are cash dividends or profits that are declared but unpaid included in the consideration paid, the cash
dividends or profits declared but unpaid shall be recognized as receivables separately rather than as part of initial
cost of long-term equity instruments no matter through which method the long-term equity investment is acquired.
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(2) Subsequent measurement and recognition of profits or losses
The Company adopts either cost method or equity method for the long-term equity investment hold according to
the extent of influence, existence of active market and availability of fair value. The equity method is used when
the Company has joint control or significant influence over the investee enterprise. The cost method is used when
the Company has the control or does not have joint control or significant influence over the investee enterprise
and there is no quote price in active market or there is no reliable fair value.
① For the long-term equity investment under cost method, and except from cash dividends or profits distributed
are declared but unpaid included in the consideration paid, the other declared cash dividends or profits are
normally recognized as investment income for the current period when it incurred. The net profits are no longer
divided into the pre-investment profits and after-investment profits.
The Company recognizes the receivable cash dividends or profits according to above regulations, and the
impairment test is needed to be concerned. To indicate the evidence of impairments, it should be concerned about
whether the carrying amount of the long-term equity investments is greater than the book value of net assets that
have been acquired (including the related goodwill) or other similar situations. When these situations occur, the
impairment test of long-term equity investments should be performed according to “Chinese Accounting Standard
No.8 - Impairment of assets”, Where the carrying amount of long-term equity investment exceeds the recoverable
amount, the difference shall be recognized as impairment loss, and a provision for impairment loss should be
made.
②For long-term equity investment under equity method, the Company adjusts carrying amount of the long-term
equity investment and recognizes investment income according to the proportion of net profit or loss realized by
the investee enterprise after acquisition. The Company reduces carrying amount of the long-term equity
investment by the proportion of declared cash dividend or profit which shall be distributed to the Company.
For long-term equity investment under equity method, the Company recognizes net losses incurred by the investee
enterprise to the extent that the carrying amount of the long-term equity investment and other long-term equities
that are in substance treated as net investment in the investee enterprise is reduced to zero except there is further
obligation of the excess losses. If the investee enterprise makes net profits in subsequent periods, the Company
shall continue to recognize investment income after using its share of net profits of the investee enterprise to cover
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its unrecognized losses.
③ The Company adopts the same manner of financial instrument for the impairment of long-term equity
investment which is measured under cost method and there is no quote price in active market or there is no
reliable fair value. Impairment of long-term equity investments other than above refers to accounting policy
“Impairment of assets” of the Company.
④ On disposal of a long-term equity investment, the difference between the carrying amount of the investment
and the sale proceeds actually received is recognized as an investment gain or loss for the current period. Where
the equity method is adopted, when a long-term equity investment is disposed, the amount of change in owner’s
equity of the investee enterprise other than net profit or loss which is previously recorded in owner’s equity of the
Company shall be transferred to profit or loss for the current period according to corresponding proportion.
(3) The basis for determination of joint control or significant influence over investee enterprise
A joint control over investee enterprise is established when the investment of the Company satisfied the following
conditions:
①Any Joint ventures party cannot control the operating activities of Joint ventures individually;
②Decisions regarding the basic operating activities of Joint ventures shall be agreed by all Joint ventures parties;
③All Joint ventures parties may appoint one of them to manage the operating activities of Joint ventures, and the
management over the financial and operating policies exercised by the Joint ventures party appointed shall be
limited to the extent agreed by all Joint ventures parties.
A significant influence over investee enterprise is established when the investment of the Company satisfied the
following conditions:
①The Company has representation on the board of directors or equivalent governing body of the investee.
②The Company participates in policy-making processes, including participation in decisions about dividends or
other distributions.
③Material transactions occur between the Company and the investee enterprise.
④The Company dispatches managerial personnel to the investee enterprise.
⑤The Company provides essential technical information to the investee enterprise. If the Company holds, directly
or indirectly (e.g. through subsidiaries), 20 percent or more but less than 50 percent of the voting power of the
investee enterprise, it is presumed that the Company has significant influence over the investee enterprise.
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(4) Impairment test and method of provision for impairment loss
The Company adopts the same manner of financial instrument for the impairment of long-term equity investment
which is measured under cost method and there is no quoted price in active market or there is no reliable fair
value. Impairment of long-term equity investments other than above refers to accounting policy “Impairment of
assets” of the Company.
13. Investment properties
(1). Investment properties of the Company are properties held to earn rentals or for capital appreciation or both,
mainly comprising:
①Land use right which has already been rented;
②Land use right which is held for transfer out after appreciation;
③Property that has already been rented.
(2). Investment property shall be recognized as an asset when the following conditions are satisfied:
①It is probable that the future economic benefits that are associated with the investment property will flow to the
Company;
②The cost of the investment property can be measured reliably.
(3). Initial measurement
An investment property is measured initially at its cost.
①The cost of a purchased investment property comprises its purchase price, related tax expenses and any directly
attributable expenditure.
②The cost of a self-constructed investment property comprises all necessary construction expenditures incurred
before the property is ready for its intended use.
③The cost of a property acquired by other means shall be recognized according to relevant accounting standards.
(4). Subsequent measurement
After initial recognition, the Company adopts the cost model to measure its investment properties.
The Company amortizes or depreciates its investment properties measured using cost model in the same way as
fixed assets and intangible assets.
The Company values the investment property measured using cost model at the lower of its cost and its
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recoverable amount at the end of the period. Where the cost exceeds the recoverable amount, the difference shall
be recognized as impairment loss. Once a provision for impairment loss is made, it cannot be reversed.
14. Fixed assets
(1) Recognized standard of fixed assets
Fixed assets are tangible assets that: 1) are held for use in the production or supply of goods or services, for rental
to others, or for administrative purposes; and 2) have useful life more than one year.
A fixed asset shall be initially recognized at cost when the following conditions are satisfied:
① It is probable that future economic benefits associated with the assets will flow to the Company;
② The cost of the assets can be measured reliably.
(2) Recognition basis and pricing method of fixed assets by finance lease
The Company identifies a lease of asset as finance lease when substantially all the risks and rewards incidental to
legal ownership of the asset are transferred.
A fixed asset acquired under finance lease shall be valued at the lower of the fair value of the leased asset and the
present value of the minimum lease payments at the inception of lease.
The depreciation method of fixed assets acquired under finance lease is consistent with that for depreciable assets
owned by the Company. If the Company can reasonably confirm that it will obtain the ownership of leased asset at
the end of lease term, the leased asset shall be depreciated during the useful life of the leased asset. If the
Company cannot reasonably confirm that it will obtain the ownership of leased asset at the end of lease term, the
leased asset shall be depreciated during shorter of the useful life of the leased asset and the lease term.
(3) Depreciation methods of fixed assets
The depreciation method adopted by the Company is straight-line method.
The estimated useful lives, residual value and annual depreciation rate of fixed assets are shown as follows:
Category of fixed assets Useful life (Y) Expected net salvage value Annual deprecation
Housing and building 25 10% 4.5%
Machinery equipments 10 5% 9.5%
Electronic equipments 5 5% 19%
Transportation vehicle 5 5% 19%
Other equipments 5 5% 19%
Decoration of fixed assets 5 20%
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(4) Testing method of impairment and withdrawal method of provision for impairment on fixed assets
Impairment of fixed asset refers to accounting policy “Impairment of assets” of the Company.
(5) Other explanations
Subsequent expenditure relating to a fixed asset shall be added to the carrying amount of the asset when the
expenditure qualifies for capitalization. Subsequent expenditure that does not qualify for capitalization shall be
recognized as an expense for the current period.
The Company reviews the useful life, estimated residual value and depreciation method of a fixed asset at the end
of each financial year. If expectations are significantly different from previous estimates, the useful life shall be
revised accordingly. If expectations are significantly different from previous estimates, the estimated residual
value also shall be revised accordingly. If there has been a significant change in the expected realization pattern of
economic benefits from those assets, the depreciation method shall be changed accordingly. The changes in useful
life, estimated residual value and depreciation method shall be treated as change in accounting estimates.
The useful life of the housing and building of the Company is 20 to 25 five years, with the expected net salvage
value of 5% to 10% and the annual depreciation ratio of 3.8% to 4.5%.
15. Construction in progress
(1) Categories of construction in progress
The construction in progress includes the construction work, installation work, technical reformation work,
overhaul work during the preparation period and the construction period. Relevant construction costs are
recognized with the total expenses actually occurred.
(2) Standards and time of transferring construction in progress into fixed asset
Construction in process is transferred to fixed assets with the total expenses actually occurred when the
construction in progress are ready for their intended use.
(3) Impairment test method and withdrawal method for impairment provision of construction in progress
Impairment of construction in progress refers to accounting policy “Impairment of assets” of the Company.
16. Borrowing costs
(1) Recognition principles for capitalization of borrowing costs
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The costs of borrowings designated for acquisition or construction of qualifying assets should be capitalized as
part of the cost of the assets. Capitalization of borrowing costs starts when
① The capital expenditures have incurred;
② The borrowing costs have incurred;
③ The acquisition and construction activities that are necessary to bring the asset to its expected usable condition
have commenced.
Other borrowing costs that do not qualify for capitalization should be expensed off during current period.
(2) Capitalization period of borrowing costs
The capitalization period shall refer to the period from the commencement to the cessation of capitalization of the
borrowing costs, excluding the period of suspension of capitalization of the borrowing costs.
(3) Period of suspension of capitalization of borrowing costs
Capitalization of borrowing costs should be suspended during periods in which the acquisition or construction is
interrupted abnormally, and the interruption period is three months or longer. These borrowing costs should be
recognized directly in profit or loss during the current period. However, capitalization of borrowing costs during
the suspended periods should continue when the interruption is a necessary part of the process of bringing the
asset to working condition for its intended use.
Capitalization of borrowing costs ceases when the qualifying asset being acquired or constructed is substantially
ready for its intended use. Subsequent borrowing costs should be expensed off during the period in which they are
incurred.
(4) Calculation method of capitalized amount of borrowing costs
To the extent that funds are borrowed specifically for the purpose of acquiring or constructing a qualifying asset,
the amount of borrowing costs eligible for capitalization on that asset is determined as the actual borrowing costs
incurred on that borrowing during the period less any investment income on the temporary investment of the
borrowing.
To the extent that funds are borrowed generally and used for the purpose of acquiring or constructing a qualifying
asset, the amount of borrowing costs eligible for capitalization shall be determined by applying a capitalization
rate to the weighted average of excess of accumulated expenditures on qualifying asset over that on specific
purpose borrowing. The capitalization rate is the weighted average rate of the general borrowings.
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17. Biological assets
Inapplicable
18. Oil-gas assets
Inapplicable
19. Intangible assets
(1) Pricing method of intangible assets
Intangible assets are identifiable non-monetary asset that are owned or controlled by the Company and are without
physical substance.
Recognition of intangible asset:
The Company recognizes an intangible asset when that intangible asset fulfills both of the following conditions:
①It is probable that the economic benefits associated with that asset will flow to the Company; and
②The cost of that asset can be measured reliably.
Measurement of intangible assets
①An intangible asset is measured initially at its cost.
②Subsequent measurement of intangible assets: For an intangible asset with finite useful life, the Company
estimates its useful life at the time of acquisition and amortizes it during its useful life in a reasonable and
systematic way. The amount of amortization is allocated to relevant costs and expenses according to the nature of
beneficial items. The Company does not amortize intangible asset with infinite useful life.
(2) Estimated useful life of intangible assets with limited useful life
If an intangible asset is gained from contractual rights or other legal rights, its useful life shall not exceed the
power limit of contractual rights or other legal rights. If the estimated useful life of an intangible asset is shorter
than the period stipulated under the contractual rights or other legal rights, it shall use the estimated useful life to
determine the useful life of intangible assets.
Item Estimated useful life Basis
Taxi operating license
50 years, 12 years Period stipulated in the contractual rights
plate
(3) Judgment basis of intangible assets with uncertain useful life
If it is unable to forecast the period when the intangible asset can bring economic benefits to the enterprise, it shall
be regarded as an intangible asset with uncertain service life, which shall not be amortized.
(4) Withdrawal of impairment provision of intangible assets
Impairment of intangible assets refers to accounting policy “Impairment of assets” of the Company.
(5) Criteria of separating the research phase and development phase of internal R&D project
The term "research" refers to the creative and planned investigation to acquire and understand new scientific or
technological knowledge.
The term "development" refers to the application of research achievements and other knowledge to a certain plan
or design, prior to the commercial production or use, so as to produce any new material, device or product, or
substantially improved material, device and product.
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(6) Calculation of the expenditures of internal R&D project
Expenditures incurred during the research phase of an internal project shall be recognized as expenses in the
period in which they are incurred. Expenditures incurred during the development phase of an internal project shall
be recognized as an intangible asset if, and only if, the Company can demonstrate all of the following:
①The technical feasibility of completing the intangible asset so that it will be available for use or sale;
②Its intention to complete the intangible asset and use or sell it;
③The method that the intangible asset will generate probable future economic benefits. Among other things, the
Company can demonstrate the existence of a market for the output of the intangible asset or the intangible asset
itself or, if it is to be used internally, the usefulness of the intangible asset;
④The availability of adequate technical, financial and other resources to complete the development and to use or
sell the intangible asset;
⑤It’s able to reliably measure the expenditure attributable to the intangible asset during its development.
20. Amortization method of long-term deferred expenses
The Company recognizes all expenses which have occurred during the period but shall be amortized beyond one
year, such as improvement expenditures of operating leased fixed assets, as long-term deferred expenses. The
Company amortizes long-term deferred expenses using straight-line method according to relevant beneficial
periods.
21. Assets transfer with repurchasing conditions
Buy-back after the sale: It is a sale means which the seller during selling goods agrees to buy back the same or
similar goods at the later date. Under such mode, the seller shall make judgment in whether selling goods satisfies
the recognition of revenue in accordance to the contract or agreement. Normally, the transaction of repurchase
after sale belongs to a financial transaction, the main risk and rewards of the goods ownership has not been
transferred. The enterprise shall not recognize the revenue. For the amount which the repurchase price greater than
the original sale price, the enterprise shall accrue the interest fees to the financial fees within the repurchase
period.
For the property transfer with repurchase conditions, in consideration of the economic substance of transactions,
the accounting method shall be disclosed.
22. Estimated liabilities
(1) Recognition criteria of estimated liabilities
The company should recognize the related obligation as a provision for liability when the obligation meets the
following conditions:
①That obligation is a present obligation of the enterprise;
②It is probable that an outflow of economic benefits from the enterprise will be required to settle the obligation;
③A reliable estimate can be made of the amount of the obligation.
(2) Measurement of estimated liabilities
To fulfill the present obligations, which initially measured by the best estimate of the expenditure required to
settle the liability. Where there is a continuous range of possible amounts of the expenditure required to settle the
liability, as all kinds of possibilities are at same level, the best estimate should be determined according to the
average of the lower and upper limit of the range. In other cases, the best estimate should be determined in
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accordance with the following methods:
①Where the contingency involves a single item, the best estimate involves a singe item, the best estimate should
be determined according to the most likely outcome;
②Where the contingency involves several items; the best estimate should be determined by weighting all possible
outcomes by their associated probabilities of occurrence.
To determine the best estimate, it should be considered with factors such as: related contingency risks, uncertain
matters and time value of currency. If time value of currency has a significant impact, the best estimate should be
measured at its converted present value through the relevant future cash outflows.
Where some or all of the expenditures are expected to be reimbursed by a third party, the reimbursement should
be separately recognized as an asset only when it is virtually received. The amount of the reimbursement should
not exceed the carrying amount of the liability recognized.
At balance sheet date, the Company should review book value of provision for liabilities. If there is strong
evidence that the book value does not truly indicate the current best estimate, it should be adjusted in accordance
with the current best estimate.
23. Share-based payment and equity instruments
(1) Categories of share-based payment
Recognition and measurement of share-based payment are based on true, complete and valid share-based payment
agreement. Share-based payment transaction comprises equity-settled share-based payment transactions and
cash-settled share-based payment transactions.
(2) The measures for the recognition of the fair value of the equity instrument
For the shares granted to the employees, its fair value shall be measured in accordance to the market price of the
entity stocks, and at the same time it shall make adjustment in the consideration of the relative terms and
conditions which the stocks are granted (excluding the vesting conditions besides the market conditions). If the
entity is not traded publicly, it should be measured in accordance to the estimated market prices and it shall make
adjustment in the consideration of the relative terms and conditions which the stocks are granted.
For the stock options granted to the employees, if there is no similar terms and conditions for the option trade, it
shall estimate the fair value of the granted option through option pricing model.
When the enterprise determines the fair value on the granting date of the equity instruments, it shall consider the
influence by the market conditions of the vesting conditions and the non vesting condition in the share-based
payment agreement. For the share-based payment containing non vesting conditions, as long as the employees or
other party satisfy all the non-marketing conditions of the vesting conditions (such as service period, etc.), the
enterprise shall confirm the relevant costs of the received service.
(3) Basis for the recognition of the best estimation of the vested equity instruments
On the balance sheet date during the waiting period, the company shall make the best estimate based on the
subsequence information regarding the number of employees who newly obtains the vest; revise the quantity of
the predicted vested equity instruments in order to make the best estimate of vested equity instruments.
(4) Relevant accounting treatment on the implementation, revision and termination of share-based payment plan
Equity-settled share-based payment transactions in which the Company receives employee’s services as
consideration for equity instruments of the Company are measured as fair value of the equity instrument granted
to the employees. As to an equity-settled share-based payment in return for services of employees, if the right may
be exercised immediately after the grant, the fair value of the equity instruments shall, on the date of the grant, be
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included in the relevant cost or expense and the capital surplus shall be increased accordingly. As to a
equity-settled share-based payment in return for employee services, if the right cannot be exercised until the
vesting period comes to an end or until the prescribed performance conditions are met, then on each balance sheet
date within the vesting period, the services obtained during the current period shall, based on the best estimate of
the number of vested equity instruments, be included in the relevant costs or expenses and capital surplus at the
fair value of the equity instruments on the date of the grant.
Cash-settled share-based payment is measured in accordance with the fair value of liability undertaken by the
Company that is calculated based on the shares or other equity instruments. As to a cash-settled share-based
payment, if the right may be exercised immediately after the grant, the fair value of the liability undertaken by the
Company, on the date of the grant, is included in the relevant costs or expenses, and the liabilities shall be
increased accordingly. As to a cash-settled share-based payment, if the right may not be exercised until the vesting
period comes to an end or until the specified performance conditions are met, on each balance sheet date within
the vesting period, the services obtained during the current period shall, based on the best estimate of the
information about the exercisable right, be included in the relevant costs or expenses and the corresponding
liabilities at the fair value of the liability undertaken by the enterprise.
If the modification increases the fair value of the equity instruments granted, the entity shall include the
incremental fair value granted in the measurement of the amount recognized for services received as consideration
for the equity instruments granted; similarly, if the modification increases the number of equity instruments
granted, the entity shall include the fair value of the additional equity instruments granted, measured at the date of
the modification, in the measurement of the amount recognized for services received as consideration for the
equity instruments granted; if the entity modifies the vesting conditions in a manner that is beneficial to the
employee, the entity shall take the modified vesting conditions into account when applying the requirements of a
vesting condition.
If the modification reduces the fair value of the equity instruments granted, the entity shall not take into account
that decrease in fair value and shall continue to measure the amount recognized for services received as
consideration for the equity instruments based on the grant date fair value of the equity instruments granted; if the
modification reduces the number of equity instruments granted to an employee, that reduction shall be accounted
for as a cancellation of that portion of the grant; if the entity modifies the vesting conditions in a manner that is
not beneficial to the employee, the entity shall not take the modified vesting conditions into account when
applying the requirements of a vesting condition.
If a grant of equity instruments is cancelled or settled during the vesting period (other than a grant cancelled by
forfeiture when the vesting conditions are not satisfied): as an acceleration of vesting, and shall therefore
recognize immediately the amount that otherwise would have been recognized for services received over the
remainder of the vesting period.
24. Repurchase of shares of the Company
Following the legally approved procedures, the company reduces its capital by repurchasing the company’s stocks.
The owners’ equity shall be adjusted by the difference between the total of the cancelled share equity and capital
stock, the cost to repurchase the stocks (including trading fees) and stock equity. For the amount exceed the total
of the par value of shares, it shall reduce the capital reserve (capital premium), surplus reserve, and undistributed
profits; for the amount less than the total of the par value of shares, the capital reserve (capital premium) should
be increased for the amount less than corresponding equity cost.
The repurchasing shares shall be managed as treasury shares before they are cancelled or transferred. The total
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cost to repurchase shares shall be transferred to the cost of the treasury shares.
During the transfer of the treasury shares, when the transfer income is greater than the cost of treasury shares, the
capital reserve (capital premium) should be increased; when the transfer income is less than the cost of treasury
shares, capital reserve (capital premium), surplus reserve, and undistributed profits should be written-down in
turns.
Repurchasing stocks in purpose of equity incentives, the value of treasury stocks is measured at all the actual cost
relating to repurchasing stocks, and the details should be taken reference to the registration.
25. Revenue
(1) Criteria for recognition time of revenue from selling goods
Revenue from the sale of goods is recognized when all of the following conditions have been satisfied: The
Company has transferred to the buyer the significant risks and rewards of ownership of the goods; The Company
retains neither continuing managerial involvement to the degree usually associated with ownership nor effective
control over the goods sold; The economic benefits associated with the transaction will flow to the Company; and
the relevant amount of revenue and costs can be measured reliably.
Revenue from the sale of properties is recognized upon a) final acceptance of the construction of property is
completed and the property is transferred to buyer, b) buyer receives and accepts the settlement billing and c) the
Company receives all considerations of sale of property (down payment and mortgage received from bank for
property purchasing by installments) and the conditions for obtaining certificate of title to house property are
satisfied.
Revenue from leasing of property is recognized when a) the economic benefits associated with leasing of property
will flow to the Company and b) the amount of revenue can be measured reliably. If lessor provides rent-free
period, lessor shall allocate total rental by straight-line method or other reasonable method during entire lease
term without deducting rent-free period. Lessor shall recognize rental income during rent-free period.
(2) Recognition basis of revenue from transferring use right of asset
Revenue arising from the Company’s assets used by others is recognized when (a) it is probable that the economic
benefits associated with the transaction will flow to the Company and (b) the amount of the revenue can be
measured reliably. Interest revenue should be measured based on the length of time for which the Company's cash
is used by others and the applicable interest rate. Royalty revenue should be measured in accordance with the
period and method of charging as stipulated in the relevant contract or agreement.
(3) Recognition basis of revenue from rendering of services
The revenue from rendering of services is by reference to the percentage of completion of the service at closing
date when the outcome of transaction can be reliably estimated. The outcome of transaction can be reliably
estimated when a) the total revenue and cost can be reliably measured, b) the percentage of completion can be
determined reliably and c) the economic benefit pertaining to the service will flow to the Company. If the
outcome of transaction cannot be reliably estimated, the Company shall recognize revenue to the extent of costs
incurred that are expected to be recoverable and charge an equivalent amount of cost to profit or loss.
(4) Recognition basis and method for the schedule of contracted project when recognizing the revenue from
providing labor services and construction contract by percentage-of-completion method
Revenue from rendering of services (excluding long-term contract) is by reference to the percentage of
completion of the service at closing date when the outcome of transaction can be reliably estimated. The outcome
of transaction can be reliably estimated when a) the total revenue and cost can be reliably measured, b) the
percentage of completion can be determined reliably and c) the economic benefit pertaining to the service will
flow to the Company. If the outcome of transaction cannot be reliably estimated, the Company shall recognize
revenue to the extent of costs incurred that are expected to be recoverable and charge an equivalent amount of cost
to profit or loss.
Recognition of construction contract revenue
A. When the outcome of a construction contract can be reliably estimated, construction contract revenue is
recognized by reference to the percentage of completion of the contract activity at closing date. The outcome of a
construction contract can be reliably estimated when a) total contract revenue and contract costs incurred can be
measured reliably, b) both the contract costs to complete the contract and the percentage of completion can be
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
measured reliably and c) it is probable that the economic benefits associated with the contract will flow to the
Company. The percentage of completion of a contract is determined as the proportion that actual contract costs
incurred to date bears to the estimated total contract costs.
B. When the outcome of a construction contract cannot be estimated reliably, contract revenue should be
recognized to the extent of contract costs that can be recovered and contract costs should be recognized as expense
in the period in which they are incurred.
C. If total estimated contract costs will exceed total contract revenue, the estimated loss should be recognized
immediately as an expense during the current period.
26. Government subsidies
(1) Types
The Company’s government grants which including monetary assistance or non-monetary grants at fair value,
shall not be recognized until there is reasonable assurance that:
①The entity will comply with the condition attaching to them;
②The grants will be received from government.
(2) Accounting treatment method
① If monetary grants are received, it recognized at actual received or receivable amount. If non-monetary grants
are received, it recognized at fair value, replacing with nominal amount while fair value is not reliable.
② The Capital approach for government grants, the grant is recognized as deferred income when it is acquired.
Since the related assets achieve its intended using status, the deferred income is amortized and recognized in profit
and loss during asset’s using period. If related assets were disposed before using period ended, undistributed
deferred income shall be shift to current profit and loss at once.
The Income approach for government grants, to retrieve expense or loss of the Company in further period, the
government grants is recognized as deferred income, and shall be recorded in profit and loss when that expense or
loss occurred. To retrieve expense or loss of the Company in current period, the government grants shall be
recorded directly in current profit and loss.
③ Confirmed repayment of government grants
A. When deferred income exists, the repayment write-downs closing balance of deferred income, and the exceed
part shall be recognized in current profit and loss;
B. When no deferred income exists, the repayment shall be recognized directly in current profit and loss.
27. Deferred income tax assets and deferred income tax liabilities
(1) Recognition basis of deferred income tax assets
The Company adopts the balance sheet liability method for income tax expenses.
①Where there are deductible temporary differences between the carrying amount of assets or liabilities in the
balance sheet and their tax bases, a deferred tax asset shall be recognized for all those deductible temporary
differences to the extent that it is probable that taxable profit will be available against which the deductible
temporary difference can be utilized. Deferred tax assets arising from deductible temporary differences should be
measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is
settled.
②At the balance sheet date, where there is strong evidence showing that sufficient taxable profit will be available
against which the deductible temporary difference can be utilized, the deferred tax asset unrecognized in prior
period shall be recognized.
③The Company assesses the carrying amount of deferred tax asset at the balance sheet date. If it’s probable that
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
sufficient taxable profit will not be available against which the deductible temporary difference can be utilized, the
Company shall write down the carrying amount of deferred tax asset, or reverse the amount written down later
when it’s probable that sufficient taxable profit will be available.
(2) Recognition basis of deferred income tax liabilities
A deferred tax liability shall be recognized for all taxable temporary differences, which are differences between
the carrying amount of an asset or liability in the balance sheet and its tax base, and measured at the tax rates that
are expected to apply to the period when the asset is realized or the liability is settled.
28. Operating lease and financial lease
(1) Accounting treatments of operating lease
Lessee in an operating lease shall treat the lease payment under an operating lease as a relevant asset cost or the
current profit or loss on a straight-line basis over the lease term. The initial direct costs incurred shall be
recognized as the current profit or loss; Contingent rents shall be charged as expenses in the periods in which they
are incurred.
Lessors in an operating lease shall present the assets subject to operating leases in the relevant items of their
balance sheet according to the nature of the asset. Lease income from operating leases shall be recognized as the
current profit or loss on a straight-line basis over the lease term; Initial direct costs incurred by lessors shall be
recognized as the current profit or loss; Lessors shall apply the depreciation policy for the similar assets to
depreciate the fixed assets in the operating lease; For other assets in the operating lease , lessors shall adopt a
reasonable systematical method to amortize; Contingent rents shall be charged as expenses in the periods in which
they are incurred.
(2) Accounting treatments of financial lease
For the lessee, a fixed asset acquired under finance lease shall be valued at the lower of the fair value of the leased
asset and the present value of the minimum lease payments at the inception of lease. The minimum lease
payments as the entering value in long-term account payable, the difference as unrecognized financing charges;
The initial direct costs identified as directly attributable to activities performed by the lessee during the
negotiation and signing of the finance lease such as handling fees, legal fees, travel expenses, stamp tax shall be
counted as lease asset value; the unrecognized financing charges shall be apportioned at each period during the
lease term and adopt the effective interest rate method to calculate and confirm the current financing charge;
Contingent rents shall be charged as expenses in the periods in which they are incurred.
When the lessee calculates the present value of the minimum lease payments, for that lessee who can obtain the
interest rate implicit in the lease, the discount rate shall be the interest rate implicit in the lease; otherwise the
discount rate shall adopt the interest rate specified in the lease agreement. If the lessee can not get the interest rate
implicit in the lease and there is no specified interest rate in the lease agreement, the discount rate shall adopt the
current bank loan interest rate.
Lessees shall depreciate the leased assets with the depreciation policy which is consistent with the normal
depreciation policy for similar assets. If there is reasonable certainty that the lessee will obtain ownership by the
end of the lease term, the depreciation shall be allocated to the useful life of the asset. If there is no reasonably
certainty that the lessee will obtain ownership by the end of the lease term, the asset shall be depreciated over the
shorter of the lease term and its useful life.
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
On the initial date of financial lease, lessee of the financial lease shall record the sum of the minimum lease
payments and initial direct costs as the financing lease accounts receivable, and also record the non-guaranteed
residual value; recognize the difference between the total minimum lease payments , initial direct costs,
non-guaranteed residual value and sum of the present value as the unrealized financing income; the unrealized
financing income shall be distributed to each period over the lease term; adopt the actual interest rate to calculate
the current financial income; Contingent rents shall be charged as expenses in the periods in which they are
incurred.
(3) Accounting treatment for those sale and lease-back
Inapplicable
29. Assets held for sale
(1) Recognition criteria of the assets held for sale
The Non-Current Assets which meet the following conditions will be classified as assets held for sales by the
company:
①The entity has made the resolution in disposing the non-current assets.
②The entity has signed the irrevocable transfer agreement with the assignee.
③The sale transaction is highly probable to be completed within one year.
(2) Accounting treatments of the assets held for sale
For the fixed assets held for sales, the entity shall adjust the predicted net residual value of this fixed asset to make
the predicted net residual value of this fixed asset to reflect the amount of its fair value less costs to sell, but it
shall not exceed the original book value of fixed assets at the time when it meets the conditions of held for sales.
The difference between the original book value and the adjusted predicted net residual value shall be treated as
loss in assets and presented in profit or loss of current period. The fixed assets held for sales shall not count the
depreciation but shall be measured at the lower of its carrying amount and the fair value less costs to sell.
The other non-current assets such as impairment assets which meet the conditions of held for sales shall be treated
in accordance to the above principles.
30. Capitalization of assets
Inapplicable
31. Hedging accounting
Inapplicable
32. Changes in main accounting policies and estimates
Were the main accounting policies or estimates changed during the report period?
□Yes √No
(1) Change of accounting policies
Were the main accounting policies changed during the report period?
□Yes √No
(2) Change of accounting estimates
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Were the main accounting estimates changed during the report period?
□Yes √No
33. Correction of previous accounting errors
Was any accounting error made in previous periods discovered in the report period?
□Yes √No
(1) Retrospective restatement method
Was any previous accounting error adopting retrospective restatement method discovered in the report period?
□Yes √No
(2) Prospective application method
Was any previous accounting error adopting prospective application method discovered in the report period?
□Yes √No
34. Other main accounting policies and estimates as well as compilation method of financial statements
Accounting policy for impairment of assets of the Company:
It suggests that an asset may be impaired if there are any of the following indications
(1) in the period, an asset's market value has declined significantly more than it would be expected as a result of
the passage of time or normal use during the current period;
(2) significant changes with an adverse effect on the Company have taken place during the period, or will take
place in the near future, in the technological, market, economic or legal environment in which the Company
operates or in the market to which an asset is dedicated;
(3) market interest rates or other market rates of return on investments have increased during the period, and those
increases are likely to affect the discount rate used in calculating an asset's value in use and decrease the asset's
recoverable amount materially;
(4) evidence is available of obsolescence or physical damage of an asset;
(5) the asset becomes idle, or the Company plans to discontinue or to dispose of an asset before the previously
expected date;
(6) evidence is available from internal reporting that indicates that the economic performance of an asset is, or
will be, worse than expected, for example, the net cash flow generated from assets or the operating profit (or loss)
realized by assets is lower (higher) than the excepted amount, etc.; and
(7) Other evidence indicates that assets may be impaired.
The Company assesses long-term equity investment, fixed assets, construction materials, constructions in progress
and intangible assets (except for those with uncertain useful life) that apply Accounting Standard for Business
Enterprises No. 8 - Impairment of assets at the balance sheet date. If there is any indication that an asset may be
impaired, the Company should assess the asset for impairment and estimate the recoverable amount of the
impaired asset. Recoverable amount is measured as the higher of an asset's fair value less costs to sell and the
present value of estimated future cash flows from continuing use of the asset. If carrying amount of an asset is
higher than its recoverable amount, the carrying amount of this asset should be written down to its recoverable
amount with the difference recognized as impairment loss and charged to profit or loss accordingly.
Simultaneously a provision for impairment loss should be made.
There is any indication that an asset may be impaired, the Company usually estimates its recoverable amount on
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
an individual item basis. However if it’s not possible to estimate recoverable amount of the individual asset, the
Company should determine the recoverable amount of the cash-generating unit to which the asset belongs.
An asset's cash-generating unit is the smallest group of assets that includes the asset and generates cash inflows
that are largely independent of the cash inflows from other assets or groups of assets. Identification of
cash-generating unit is based on whether the cash inflows generated by the cash-generating unit are largely
independent of the cash inflows from other assets or groups of assets.
The Company assesses goodwill acquired in a business combination and intangible assets with uncertain useful
life for impairment each year no matter whether indication that an asset may be impaired exists or not. Impairment
assessment of goodwill is carried together with the impairment assessment of related cash-generating unit or
group of cash-generating units.
Once impairment loss is recognized, it cannot be reversed in subsequent financial period.
(V) Taxation
1. Main taxes and tax rate
Category of taxes Tax basis Tax rate
VAT Operating revenue 3%, 6%, 17%
Business tax Operating revenue 3%, 5%
Urban maintenance and construction tax Turnover tax payable 1%, 7%
Enterprise income tax Taxable income 25%
Education surtax Turnover tax payable 3%
Local education surtax Turnover tax payable 2%
Levee fee Operating revenue 0.01%
Added amount from transfer of Four progressive levels with the tax rate
Land value appreciation tax
real property ranging from 30% to 60%.
The income tax rates adopted by each subsidiary and branch factory
Note: The applicable income tax rate of the subsidiaries located in main land China is 25%; the applicable income
tax rate of the subsidiaries located in Hongkong is 16.5%.
2. Tax preference and approval
3. Other explanations
In accordance with the Notice on the Tax Payers Dealing with the Tax Business upon the Pilot of Changing
Business Taxes for VAT (SGSG [2012] No. 11) issued by Shenzhen Municipal Office of SAT and Administration
of Local Taxation of Shenzhen Municipality and the Notice on Renewing the Administrative Methods of Taxes
Preference for VAT and Consumption Taxes ([2012] No. 10) issued by Shenzhen Municipal Office of SAT, the
Company’s subsidiaries—Shenzhen GUOMAO Vehicles Industry Co., Ltd.,Shenzhen GUOMAO Motor Rent Co.,
Ltd.and Shenzhen Shenxin Taxi Co., Ltd. started the pilot of changing the business taxes for VAT from 1 Nov.
2012 by collecting the VAT with an easy charging percentage of 3%.
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
VI. Business combination and consolidated financial statement
1. Subsidiaries
(1) Subsidiaries obtained by establishment and investment
Unit: RMB Yuan
Balance
of
parent
compan
y’s
equity
after
Actual
deductin
amount The The Include
g the
of Other proporti proporti d in Deducti
Register Minorit differen
Subsidia Register Busines Busines investm essential on of on of consolid ble
Type ed y ce that
ries ed place s nature s scope ents at investm holding voting ated minority
capital interest loss of
the ent shares rights stateme interests
minority
period-e （%） （%） nt
interests
nd
exceed
equity
obtained
by
minority
sharehol
ders
Shenzhe Wholly- Develop
n owned ment,
Huangc subsidia construc
heng ry tion,
Real operatio
Estate n and
Co., Real manage
Ltd. Shenzhe estate 30,000, ment of 30,000,
100% 100% Yes
n develop 000.00 commer 000.00
ment cial
service
facilities
relevant
to
Huangg
ang port
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Shenzhe Wholly- Land
n owned develop
Property subsidia ment,
and ry real
Real estate
Estate Real manage
Develop Shenzhe estate 30,950, ment; 30,950,
100% 100% Yes
ment n develop 000.00 construc 000.00
Co., ment tion
Ltd. supervis
ion;
property
manage
ment
PRD Wholly- Develop
Group owned ment
Xuzhou subsidia and sale
Dapeng ry of
Real real
Estate estate,
Develop Real construc
ment estate 50,000, tion 50,000,
Xuzhou 100% 100% Yes
Co.,Ltd develop 000.00 manage 000.00
ment ment,
lease of
properti
es,
commo
dity
sales
Donggu Wholly-
an owned Develop
Guomao subsidia ment
Changs ry and sale
Real
heng of
Donggu estate 20,000, 20,000,
Real real 100% 100% Yes
an develop 000.00 000.00
Estate estate,
ment
Develop lease of
ment properti
Co., es
Ltd.
PRD Wholly- Yangzh Real 50,000, Develop 50,000,
100% 100% Yes
Yangzh owned ou estate 000.00 ment 000.00
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
ou Real subsidia develop and sale
Estate ry ment of
Develop real
ment estate,
Co., construc
Ltd. tion
manage
ment,
purchas
e of
material
s
Hainan Wholly- Real
Xinda owned estate
Develop subsidia develop
ment ry ment,
Co., Ltd decorati
Real
on
estate 20,000, 20,000,
Haikou engineer 100% 100% Yes
develop 000.00 000.00
ing,;
ment
planting
; import
&
export
practice
Shenzhe
n
GUOM
Wholly- Property
AO Property
owned Shenzhe 20,000, rent and 20,000,
Property manage 100% 100% Yes
subsidia n 000.00 manage 000.00
Manage ment
ry ment
ment
Co.,
Ltd.
Shenzhe Property
n manage
Huangc ment;
Wholly-
heng Property court
owned Shenzhe 5,000,0 5,000,0
Real manage virescen 100% 100% Yes
subsidia n 00.00 00.00
Estate ment ce and
ry
Manage cleansin
ment g
Co., services
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Ltd.
Property
Shando manage
ng ment;
Shenzhe houseke
n eping
Wholly-
GUOM Property services,
owned 5,000,0 5,000,0
AO Jinan manage property 100% 100% Yes
subsidia 00.00 00.00
Property ment sales
ry
Manage and
ment agency
Co., and
Ltd. catering
services
Chongqi Chongqi
ng ng
Shenzhe
n Property
Wholly-
GUOM Property manage
owned 5,000,0 5,000,0
AO manage ment 100% 100% Yes
subsidia 00.00 00.00
Property ment and
ry
Manage agency
ment
Co.,
Ltd.
Chongqi Installin
ng g,
reconstr
ucting
Chongqi and
ng Wholly- repairin
Ao’bo owned 2,000,0 g the 2,000,0
Service 100% 100% Yes
Elevator subsidia 00.00 elevator 00.00
Co., ry ; sales
Ltd. of
elevator
and
accessor
ies
Shenzhe Wholly- Mainten
n owned Shenzhe 5,000,0 ance of 5,000,0
Service 100% 100% Yes
Tianque subsidia n 00.00 elevator 00.00
Elevator ry and air
112
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Technol conditio
ogy Co., n
Ltd.
Domesti
Shenzhe
c
n
commer
GUOM
ce;
AO
material
Property Wholly-
supply;
Manage owned Shenzhe 1,200,0 1,200,0
Service mainten 100% 100% Yes
ment subsidia n 00.00 00.00
ance
Enginee ry
and
ring
repair of
Equipm
electric
ent Co.,
equipme
Ltd.
nt
Retail
Shenzhe sales of
n Chinese
Wholly-
GUOM meal,
owned Shenzhe Catering 2,000,0 2,000,0
AO western- 100% 100% Yes
subsidia n service 00.00 00.00
Food style
ry
Co., food
Ltd. and
wine
Supervi
Shenzhe
sion of
n
general
Property
Wholly- Constru industri
Constru
owned Shenzhe ction 3,000,0 al and 3,000,0
ction 100% 100% Yes
subsidia n Supervi 00.00 civil 00.00
Supervi
ry sion construc
sion
tion
Co.,
engineer
Ltd.
ing
Providin
g
Shenzhe
Wholly- property
n Real
owned Shenzhe 1,380,0 informat 1,380,0
Estate Service 100% 100% Yes
subsidia n 00.00 ion, 00.00
Exchan
ry property
g
agency
and
113
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
evaluati
on
Shenzhe
n
Motor
GUOM Wholly-
transpor
AO owned Shenzhe 29,850, 29,850,
Service t and 100% 100% Yes
Vehicles subsidia n 000.00 000.00
motor
Industry ry
rent
Co.,
Ltd.
Shenzhe Motor
n transpor
GUOM Wholly- t and
AO owned Shenzhe 16,000, motor 16,000,
Service 100% 100% Yes
Motor subsidia n 000.00 rent 000.00
Rent ry
Co.,
Ltd.
Shenzhe
n Tesu
Vehicle Wholly-
Driver owned Shenzhe 2,000,0 Driver 2,000,0
Service 100% 100% Yes
Training subsidia n 00.00 training 00.00
Center ry
Co.,
Ltd.
Shenzhe Investin
n g in
Internati commer
onal Wholly- cial,
Trade owned Shenzhe 12,000, material 12,000,
Trading 100% 100% Yes
Plaza subsidia n 000.00 and 000.00
ry supplyin
g
compan
y
Sichuan Wholly- Wholes
Tianhe owned Chengd 8,000,0 ale in 8,000,0
Trading 100% 100% Yes
Industry subsidia u 00.00 domesti 00.00
Co., Ltd ry c market
Zhanjia Wholly- Zhanjia Real 2,530,0 Real 2,530,0
100% 100% Yes
ng owned ng estate 00.00 estate 00.00
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Shenzhe subsidia develop develop
n Real ry ment ment
Estate and
Develop sales of
ment commo
Co., dity
Ltd. premise
s
Shum Property
Yip agency
Properti Wholly- Real and
es owned Hongko estate 20,000, investm 20,000, 99,803,
100% 100% Yes
Develop subsidia ng develop 000.00 ent 000.00 433.85
ment ry ment
Co.,
Ltd.
Wayhan Property
g Wholly- Real develop
Develop owned Hongko estate ment
2.00 2.00 100% 100% Yes
ment subsidia ng develop
Co., ry ment
Ltd.
Chief Property
Wholly- Real
Link agency
owned Hongko estate 862,087
Properti 100.00 and 100.00 70% 70% Yes
subsidia ng develop .06
es Co., investm
ry ment
Ltd. ent
Syndis Wholly- Real Property
Investm owned Hongko estate investm
4.00 4.00 100% 100% Yes
ent Co., subsidia ng develop ent
Ltd. ry ment
Other notes to subsidiaries obtained by establishment and investment:
Syndis Investment Co., Ltd. is the wholly owned subsidiary of Chief Link Properties Co., Ltd..
(2) Subsidiaries obtained by business combination under the same control
Unit: RMB Yuan
Actual The The Include Balance
Other Deducti
Register amount proporti proporti d in Minorit of
Subsidia Register Busines Busines essential ble
Type ed of on of on of consolid y parent
ries ed place s nature s scope investm minority
capital investm holding voting ated interest compan
ent interests
ents at shares rights stateme y’s
115
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
the （%） （%） nt equity
period-e after
nd deductin
g the
differen
ce that
loss of
minority
interests
exceed
equity
obtained
by
minority
sharehol
ders
Shenzhe Operati
n Wholly on of
Shenxin owned Shenzhe 13,800, taxi and 33,195,
Service 100% 100% Yes
Taxi subsidia n 000.00 property 948.77
Co., ry manage
Ltd. ment
Other explanation on subsidiaries obtained by business combination under same control
(3) Subsidiaries obtained by business combination not under the same control
Unit: RMB Yuan
Balance
of
parent
compan
Actual y’s
amount The The Include equity
of Other proporti proporti d in Deducti after
Register Minorit
Subsidia Register Busines Busines investm essential on of on of consolid ble deductin
Type ed y
ries ed place s nature s scope ents at investm holding voting ated minority g the
capital interest
the ent shares rights stateme interests differen
period-e （%） （%） nt ce that
nd loss of
minority
interests
exceed
equity
116
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
obtained
by
minority
sharehol
ders
Other explanation on subsidiaries obtained by business combination not under same control
The Company had no subsidiaries obtained by business combination not under same control.
2. Special purpose entities or operating entities with control right formed by entrusted operation or lease
Unit: RMB Yuan
Main business dealt with the Closing balance of main assets & liabilities recognized within
Name
Company the consolidated statements
Other explanation on special purpose entities or operating entities with control right formed by entrusted operation
or lease:
The Company and controlling shareholders in Shenzhen Investment Holdings Co., Ltd. (hereinafter referred to as
“SIH”) entered into Asset Replacement Agreement in September 2010, agreeing that the Company replaces Moon
Bay T102-0237 land and 100% equity of Shenzhen Shenxin Taxi Co., Ltd. (hereinafter referred to as “SX
Company”) possessed by SIH with parts of house property owned by the Company and wholly-owned subsidiary
Shenzhen Huangcheng Real Estate Co., Ltd. In order to optimize structure of replaced asset, SIH agrees that
assets and liabilities which are not suitable to be included into the listed company such as non-market commodity
house and non-performing loans and debts owned by SX Company and shown in No. [2010] 103 file of SIH
(hereinafter referred to as “Divestiture Assets of SX Company” or “Divestiture Assets”) will not be incorporated
into scope of replacement and will be divested. In principle, Divestiture Assets shall handle procedures of
registration of transfer and transfer of credit and debt.
SIH, Shenzhen Foreign Economy & Trade Investment Co., Ltd. (hereinafter referred to as FET Company”) and
SX Company signed Contract on Transfer of Divestiture Assets in June 2012. According to agreement of the
Contract, SIH requires SX Company to transfer Divestiture Assets to FET Company for management.
Since there are legal impediments in partial transfer of Divestiture Assets, FET Company and SX Company
concluded and signed Contract on Entrusted Management of Divestiture Assets and Liabilities, promising that
FET Company has entrusted SX Company to liquidate, manage and dispose of Divestiture Assets. The entrusted
period ends on December 31, 2014. SX Company paid for FET Company with 313,000 yuan income obtained
from assets operation from June 1, 2012 to December 31, 2012. Since then SX Company will pay 626,000 yuan to
FET Company each year and the remaining incomes gained from assets operation will be possessed by SX
Company.
Divestiture Assets as of May 31, 2012 (the beginning date of entrusted management) are as follows:
Item Amount Item Amount
Monetary capital 1,306,441.05Tax payable 100,983.72
Account receivable 193,011.05Other payables 790,951.81
Other receivables 56,353.90 Total liabilities 891,935.53
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Investing real estate 11,231,600.79Capital reserve 103,770.03
Fixed assets 12,353,947.30Surplus reserves 10,290,753.74
Project under construction 57,000.00Undistributed profit 15,047,526.32
Long-term unamortized 1,135,631.53 Total owners’ equity 25,442,050.09
expenses
Total assets 26,333,985.62 Total liabilities and owners’ 26,333,985.62
equity
Balance of Divestiture Assets as of December 31, 2012 in consolidated statements is as follows:
Item Amount Item Amount
Monetary capital 53,346.40 100,983.72
Accounts receivable 193,011.05Other payables 790,951.81
Other receivable 56,353.90Other non-current liabilities 23,101,930.71
Investing real estate 10,894,186.92
Fixed assets 11,884,861.77
Project under construction 57,000.00
Long-term unamortized 855,106.20
expenses
Total assets 23,993,866.24 Total liabilities and equity 23,993,866.24
Notes: other non-current liabilities shall belong to equity of SIH Divestiture Assets.
Through the above Contract on Entrusted Management of Divestiture Assets and Liabilities, the Company has
actually controlled SX Company’s Divestiture Assets which become a business entity with control rights by
entrusted business mode.
3. Explanations on changes of consolidation scope
Explanations on changes of scope of consolidated statements
(1) According to Asset Replacement Agreement signed between the Company and SIH in September 2010, the
Company replaces Moon Bay T102-0237 land and 100% equity of SX Company possessed by SIH with parts of
house property owned by the Company and wholly-owned subsidiary Shenzhen Huangcheng Real Estate Co., Ltd.
The two parities have completed delivery of all replaced assets and procedures on equity transfer of SX Company.
The Company has actually taken over SX Company which therefore is incorporated into consolidation scope.
(2) In accordance with the above 2 special purpose entity or business entity which forms control rights by
entrusted operation or via leasing, the Company can actually control Divestiture Assets of SX Company and
therefore such assets are incorporated into consolidation scope.
□Applicable □ Inapplicable
4. Main entities which are newly included into or are not included into consolidation scope during the
reporting period
Subsidiary, special purpose entity and business entity which forms control rights through entrusted operation or via leasing that are
118
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
newly included into consolidation scope in current period
Unit: RMB Yuan
Name Net assets at the end of period Net profits in current period
Shenzhen Shenxin Taxi Co., Ltd. 12,473,773.99 1,256,989.13
Divestiture Assets of SX Company 200,485.17 200,485.17
Subsidiary, special purpose entity and business entity which forms control rights through entrusted operation or via leasing that are
not included into consolidation scope in current period
Unit: RMB Yuan
Net profits from the beginning of
Name Net assets on disposal date
the year to disposal date
Other explanations on main entities which are newly included into or are not included into consolidation scope
Net assets at the end of the period and net profits in current period of Divestiture Assets are only the parts
belonging to the Company.
None subsidiary, special purpose entity and business entity which forms control rights through entrusted operation
or via leasing that are not included into consolidation scope in current reporting period
5. Business combination under the same control during the reporting period
Unit: RMB Yuan
Cash flow of
Judgment criterion Income from the Net profits from
Actual controller operating activities
The party to be of business beginning of current combination
under the same from current
combined combination under combination period period to
control combination period
the same control to combination date combination date
to combination date
The combined two
parties are
Shenzhen
Shenzhen Shenxin Taxi controlled by SIH
Investment 7,215,746.00 1,659,816.93 2,060,484.57
Co., Ltd. during a continuous
Holdings Co., Ltd.
period of over 12
months
The combined two
parties are
Shenzhen
Divestiture Assets of controlled by SIH
Investment
SX Company during a continuous
Holdings Co., Ltd.
period of over 12
months
Other explanations of business combination under the same control
119
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Both incomes from the beginning of current combination period to combination date and net profits from current
combination period to combination date related to Divestiture Assets are possessed by SIH.
6. Business combination not under same control during the reporting period
Unit: RMB Yuan
The combined party Amount of goodwill Calculation method of goodwill
Other notes to business combination not under same control:
Naught
7. Subsidiaries reduced by selling equities without control right during the reporting period
Name of subsidiaries Disposal date Recognition method of gains and losses
Other notes to subsidiaries reduced by selling equities without control right during the reporting period:
Naught
8. The counter purchases in the reporting period
Calculation method of goodwill
Judgment basis of counter Recognition method of recognized or included into
The backdoor party
purchase combination costs current gains and losses in the
combination
Other notes to counter purchases:
Naught
9. Mergers in the reporting period
Unit: RMB Yuan
Type of merger Main assets merged in Main liabilities merged in
Mergers under the same control Item Amount Item Amount
Mergers not under the same control Item Amount Item Amount
Other notes to mergers:
Naught
10. Exchange rates of major items in financial statements for foreign entities
For Hongkong registered subsidiaries included in consolidated scope, such as Shum Yip Properties Development
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Co., Ltd., Wayhang Development Co., Ltd., Chief Link Properties Co., Ltd., and Syndis Investment Co., Ltd. The
exchange rates of currencies are as follows:
(1) For assets and liabilities, using the spot exchange rate of HKD against RMB (1：0.8109) on the balance sheet
date;
(2) For the paid-in capital, using the spot exchange rate of HKD against RMB (1：0.7917) when obtained;
(3) For the income statement, using the average exchange rate of HKD against RMB (1：0.8108) when trade
occurred.
Ⅶ. Notes on major items in consolidated financial statements of the Company
1. Monetary funds
Unit: RMB Yuan
Closing balance Opening balance
Item Amount in Exchange Amount in Exchange
Amount in RMB Amount in RMB
foreign currency rate foreign currency rate
Cash: -- -- 197,165.38 -- -- 280,115.14
RMB -- -- 196,113.48 -- -- 278,422.35
HKD 1,297.20 81.09% 1,051.90 2,088.06 81.07% 1,692.79
Bank deposit: -- -- 793,456,036.83 -- -- 464,486,960.65
RMB -- -- 788,676,797.01 -- -- 460,015,126.75
HKD 5,893,747.47 81.09% 4,779,239.82 5,516,015.66 81.07% 4,471,833.90
Other monetary funds: -- -- 4,071,109.16 -- -- 4,546,665.78
RMB -- -- 4,071,109.16 -- -- 4,546,665.78
Total -- -- 797,724,311.37 -- -- 469,313,741.57
Special explanation shall be made for the accounts limited by being mortgaged, pledged or frozen, deposited
overseas or with potential collecting risks:
(1) The Company has no such accounts limited by being mortgaged, pledged or frozen, deposited overseas or with
potential collecting risks during the reporting period.
(2) The closing amount of monetary funds increased by 69.98% over the opening amount, mainly because the
sales funds from the property projects increased over last period.
2. Trading financial assets
(1) Trading financial assets
Unit: RMB Yuan
Item Closing fair value Opening fair value
121
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(2) Trading financial assets with realizable limit
Unit: RMB Yuan
Trading restriction or other significant limits in
Item Closing balance
realization
(3) Hedging instruments and notes to relevant hedging transaction
3. Notes receivable
(1) Category of notes receivable
Unit: RMB Yuan
Category Closing balance Opening balance
Bank acceptance bill 200,000.00
Total 200,000.00
(2) Notes receivable pledged at period-end
Unit: RMB Yuan
Issuing entity Date of issuance Expiring date Amount Remark
(3) Notes transferred to accounts receivable because drawer of the notes fails to execute the contract or
agreement, and undue notes endorsed to other parties at the end of the period
Notes transferred to accounts receivable because drawer of the notes fails to execute the contract or agreement
Unit: RMB Yuan
Issuing entity Date of issuance Expiring date Amount Remark
Notes:
Inapplicable
Undue notes endorsed to other parties by the Company
Unit: RMB Yuan
Issuing entity Date of issuance Expiring date Amount Remark
Note:
Inapplicable
Notes of bank acceptance bill that already discounted or pledged:
Inapplicable
4. Dividends receivable
Unit: RMB Yuan
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Impairment of
Unrecovered
Item Opening balance Increase Decrease Closing balance relevant accounts
reason
or not
Including: -- -- -- -- -- --
Including: -- -- -- -- -- --
Note:
5. Interest receivable
(1) Interest receivable
Unit: RMB Yuan
Increase in current Decrease in current
Item Opening balance Closing balance
period period
(2) Overdue interest
Unit: RMB Yuan
Borrowing entity Overdue days (day) Amount of overdue interest
(3) Notes to interest receivable
6. Accounts receivable
(1) Accounts receivable listed by categories
Unit: RMB Yuan
Closing balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Category
Proportion Proportion Proportion Proportion
Amount Amount Amount Amount
(%) (%) (%) (%)
Accounts receivable with
significant single amount
107,016,17 51,016,173. 107,016,1 51,016,173.8
and individually 80.31% 47.67% 84.75% 47.67%
3.89 89 73.89 9
withdrawn bad debt
provision
Accounts receivable for which bad debt provisions are made on the group basis
22,907,922. 2,323,913.9 15,700,26
Group 2 17.19% 10.14% 12.44% 1,765,426.15 11.24%
62 4 5.53
Subtotal of the groups 22,907,922. 17.19% 2,323,913.9 10.14% 15,700,26 12.44% 1,765,426.15 11.24%
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
62 4 5.53
Accounts receivable with
insignificant single
3,328,980.0 3,328,980.0 3,551,562
amount and individually 2.5% 100% 2.81% 2,928,708.65 82.46%
5 5 .98
withdrawn bad debt
provision
133,253,07 56,669,067. 126,268,0 55,710,308.6
Total -- -- -- --
6.56 88 02.40 9
Notes to category of accounts receivable:
Accounts receivable with significant single amount and individually withdrawn bad debt provision
√ Applicable □ Inapplicable
Unit: RMB Yuan
Provision for bad Withdrawing
Content of accounts receivable Book balance Reason
debt proportion（%）
Involved in lawsuit,
Shenzhen Jiyong Properties & Resources referring to Note
98,611,328.05 42,611,328.05 43.21%
Development Company XI.1 of the “Section
X. Financial Report”
Uncollectible for a
Shenzhen Tewei Industry Co.,Ltd. 2,836,561.00 2,836,561.00 100%
long period
Shenzhen Lunan Industry Development Poor operational
2,818,284.84 2,818,284.84 100%
Co., Ltd. status
Uncollectible for a
Zhou Tanjin 2,750,000.00 2,750,000.00 100%
long period
Total 107,016,173.89 51,016,173.89 -- --
In the groups, accounts receivable adopting aging analysis method to withdraw bad debt provision:
√ Applicable □ Inapplicable
Unit: RMB Yuan
Closing balance Opening balance
Aging Book balance Provision for bad Book balance Provision for bad
Amount Proportion debts Amount Proportion debts
Within 1 year
Including: -- -- -- -- -- --
Within 1 year
18,822,782.16 82.17% 564,683.46 12,011,655.38 76.51% 360,349.66
(including 1 year)
Subtotal of within
18,822,782.16 82.17% 564,683.46 12,011,655.38 76.51% 360,349.66
1 year
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
1-2 years 1,626,810.61 7.1% 162,681.06 794,149.48 5.06% 79,414.95
2-3 years 70,733.43 0.31% 21,220.03 1,314,269.42 8.37% 394,280.83
Over 3 years 2,387,596.42 10.42% 1,575,329.39 1,580,191.25 10.06% 931,380.71
3 to 4 years 1,314,269.42 5.74% 657,134.71 1,282,525.85 8.17% 641,262.93
4 to 5 years 775,661.60 3.38% 620,529.28 37,738.10 0.24% 30,190.48
Over 5 years 297,665.40 1.3% 297,665.40 259,927.30 1.65% 259,927.30
Total 22,907,922.62 -- 2,323,913.94 15,700,265.53 --
In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision
□Applicable√ Inapplicable
In the groups, accounts receivable adopting other methods to withdraw bad debt provision
□Applicable√ Inapplicable
Other closing individually insignificant but provisions for bad debts individually accounts receivable:
√ Applicable □ Inapplicable
Unit: RMB Yuan
Content of accounts Withdrawing proportion
Book balance Provision for bad debt Reason
receivable （%）
Shenzhen Prince Unlikely to be recovered
1,248,639.52 1,248,639.52 100%
Restaurant due to disputes
Zhanjiang Haihu Real With a long age that was
700,000.00 700,000.00 100%
Estate Co., Ltd unrecoverable
Shenzhen Shengfenglu,
With a long age that was
GUOMAO Jewel & Gold 498,681.65 498,681.65 100%
unrecoverable
Co., Ltd.
With a long age that was
Huidong CarsCo., Ltd. 250,000.00 250,000.00 100%
unrecoverable
Zhanjiang With a long age that was
135,972.00 135,972.00 100%
SpecialCement Plant unrecoverable
With a long age that was
Hainan Meijia Tea House 126,318.15 126,318.15 100%
unrecoverable
With a long age that was
Other 369,368.73 369,368.73 100%
unrecoverable
Total 3,328,980.05 3,328,980.05 -- --
(2) Accounts receivable reversed or collected in the reporting period
Unit: RMB Yuan
Content of accounts Reversed or collected Recognition basis of Reversed or collected Reversed or collected
receivable reason original bad debt amount of the accrued amount
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
provision bad debt provision
Shenzhen Luohu District Predicted to be
Recovery 222,750.75 222,750.75
Construction Works Bureau irrecoverable
Total -- -- 222,750.75 --
The withdrawal of bad debt provision of accounts receivable with significant single amount or insignificant single
amount but individually made impairment test at the end of reporting period:
Unit: RMB Yuan
Withdrawing proportion
Content Book balance Bad debt amount Reason
（%）
Notes to accounts receivable with insignificant single amount but large risks of groups after grouping by credit
risks characteristics:
(3) The write-off accounts receivable
Unit: RMB Yuan
Whether arising
Nature of accounts
Name of entity Write-off time Write-off amount Write-off reason from related party
receivable
transaction or not?
Notes to write off of accounts receivable:
Naught
(4) Particulars about accounts receivable due to shareholders holding 5% (including 5%) voting rights of
the Company
Unit: RMB Yuan
Closing balance Opening balance
Name of entity
Book balance Withdrawal amount Book balance Withdrawal amount
Shenzhen Investment Holdings Co.,
415,302.14 12,459.06 156,217.34 4,686.52
Ltd.
Total 415,302.14 12,459.06 156,217.34 4,686.52
(5) Information of top 5 accounts receivable:
Unit: RMB Yuan
The relationship with the
Name of entity Amount Aging Proportion
Company
Shenzhen Jiyong
Properties & Resources Non-related-party 98,611,328.05 Over five years 74%
Development Company
Huwei Technologies Co., Non-related-party 9,548,705.35 Within one year 7.17%
126
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Ltd.
Shenzhen Tewei Industry
Non-related-party 2,836,561.00 Over five years 2.13%
Co., Ltd.
Shenzhen Lunan Industry
Non-related-party 2,818,284.84 Over five years 2.11%
Development Co., Ltd.
Zhou Tanjin Non-related-party 2,750,000.00 Over five years 2.06%
Total -- 116,564,879.24 -- 87.47%
(6) The amounts due from related parties
Unit: RMB Yuan
The relationship with the
Name of entity Amount Proportion
Company
Shenzhen Investment
Controlling shareholder 415,302.14 0.31%
Holdings Co., Ltd.
Total -- 415,302.14 0.31%
(7) Information of accounts receivable that terminated recognition
Unit: RMB Yuan
Gains or loses related to the termination of
Item Amount of termination
recognition
(8) If securitization is carried out on accounts receivable as the underlying assets, please list amount of
assets and liabilities arising from further involvement
Unit: RMB Yuan
Item Period-end
Assets:
Liabilities:
7. Other accounts receivable
(1) Other accounts receivable disclosed by type:
Unit: RMB Yuan
Closing balance Opening balance
Category Balance Provision for bad debts Balance Provision for bad debts
Proportio Proportio Proportion Proportio
Amount Amount Amount Amount
n (%) n (%) (%) n (%)
Other accounts 92,670,839.6 76.86% 92,670,839.6 100% 92,900,407.6 72.46% 92,900,407.68 100%
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
receivable that is 8 8 8
individually significant
and provisions for bad
debts individually
Other accounts receivable that provisions for bad debts by group
17,971,840.9 11,600,151.6 25,190,013.6
Group 2 14.91% 64.55% 19.64% 21,761,671.21 86.39%
6 2 0
17,971,840.9 11,600,151.6 25,190,013.6
Subtotal of group 14.91% 64.55% 19.64% 21,761,671.21 86.39%
6 2 0
Other accounts
receivable that is
10,125,581.5
individually insignificant 9,925,245.51 8.23% 9,925,245.51 100% 7.9% 10,125,581.51 100%
1
but provisions for bad
debts individually
120,567,926. 114,196,236. 128,216,002.
Total -- -- -- 124,787,660.40 --
15 81 79
Notes for categories of other accounts receivable:
Other closing accounts receivable that is individually significant and provisions for bad debts individually.
√ Applicable □Inapplicable
Unit: RMB Yuan
Content of other accounts Withdrawing proportion
Book balance Bad debt amount Reason
receivable （%）
Payment for discharging
Gintian Industry (Group) of guaranty responsibility
56,600,000.00 56,600,000.00 100%
Co., Ltd that was difficult to be
recollected
Anhui Nanpeng Uncollectible for a long
7,648,160.00 7,648,160.00 100%
Papermaking Co., Ltd period
Shenzhen Shengfenglu, There is no asset to
GUOMAO Jewel & Gold 6,481,353.60 6,481,353.60 100% execute the verdict, thus
Co., Ltd lead to uncollectibility
Shanghai Yutong Real
Uncollectibility for the
estate development Co., 5,676,000.00 5,676,000.00 100%
reason of verdict
Ltd
Wuliangye Restaurant 5,523,057.70 5,523,057.70 100% Has been liquidated
HongKong Yueheng
3,271,837.78 3,271,837.78 100% Has been liquidated
Development Co., Ltd
Dameisha Tourism 2,576,445.69 2,576,445.69 100% Suspended project
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Center
Shenzhen GUOMAO
Industrial Development 2,351,652.48 2,351,652.48 100% The company is insolvent
Co., Ltd
Elevated Train Project 2,542,332.43 2,542,332.43 100% Suspended project
Total 92,670,839.68 92,670,839.68 -- --
In the group, other accounts receivable that provisions for bad debts by aging analysis:
√ Applicable □ Inapplicable
Unit: RMB Yuan
Period-end Period-begin
Book balance Book balance
Aging Provision for bad Provision for bad
Proporti Proporti
Amount debts Amount debts
on on
Within 1 year
Including:
Within 1 year (including
5,907,685.35 32.87% 177,230.56 2,329,457.87 9.25% 69,883.74
1 year)
Subtotal of within 1 year 5,907,685.35 32.87% 177,230.56 2,329,457.87 9.25% 69,883.74
1-2 years 528,158.03 2.94% 52,815.80 151,914.64 0.6% 15,191.46
2-3 years 33,129.44 0.18% 9,938.83 822,345.71 3.26% 246,703.71
Over 3 years 11,502,868.14 64.01% 11,360,166.43 21,886,295.38 86.89% 21,429,892.30
3 to 4 years 3,596.51 0.02% 1,798.26 704,517.32 2.8% 352,258.66
4 to 5 years 704,517.32 3.92% 563,613.86 520,722.10 2.07% 416,577.68
Over 5 years 10,794,754.31 60.07% 10,794,754.31 20,661,055.96 82.02% 20,661,055.96
Total 17,971,840.96 -- 11,600,151.62 25,190,013.60 -- 21,761,671.21
In the group, other accounts receivable that provisions for bad debts by balance percentage:
□Applicable√ Inapplicable
In the group, other accounts receivable that provisions for bad debts by other methods:
□Applicable√ Inapplicable
Other closing individually insignificant but provisions for bad debts individually accounts receivable:
√ Applicable □ Inapplicable
Unit: RMB Yuan
Content of other accounts
Book balance Provision for bad debts Withdrawal proportion Reason
receivable
Shenzhen Wufang
Pottery & Porcelain 1,747,264.25 1,747,264.25 100% Poor operation status
Industrial Co., Ltd
129
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Unrecoverable due to
Liang Weimin 1,357,137.11 1,357,137.11 100%
retirement of employee
Shenzhen Guesthouse 909,960.40 909,960.40 100% Unrecoverable
Chongqing Hua’er Owner unable to repay
799,163.50 799,163.50 100%
Decorations Co., Ltd. the loan
Unrecoverable due to
Compensation for Shidai
new residence mortgage 601,762.21 601,762.21 100% disappearance of the
guarantee in ABC
debtor
Unrecoverable for a long
Chen Liangfang 500,000.00 500,000.00 100%
term
Unrecoverable for a long
Yan Kunping 496,307.77 496,307.77 100%
term
Fang Bijia 344,134.00 344,134.00 100% Unrecoverable
Shenzhen Property Unrecoverable
Architectural Design 335,828.92 335,828.92 100%
Company
Other 2,833,687.35 2,833,687.35 100% Unrecoverable
Total 9,925,245.51 9,925,245.51 -- --
(2) Information of other accounts receivable reversed or recovered in the reporting period
Unit: RMB Yuan
Content of other accounts Reason for reversed or Basis for determination Accrued amount before Amount of reversed or
receivable recovered of bad debts provision reversal or recovery recovered
Offset of the creditor's
Shenzhen GUOMAO
rights and liabilities for Estimated to be
Industrial Development Co., 2,551,652.48 200,000.00
the original Longhua unrecoverable
Ltd
property projects
Offset of the creditor's
Longhua real estate project rights and liabilities for Estimated to be
200,000.00 200,000.00
receivable the original Longhua unrecoverable
property projects
Mailbox expense receivable Estimated to be
Recover 336.00 336.00
from owners unrecoverable
130
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Total -- -- 2,751,988.48 --
Withdrawal of closing individually significant or insignificant but provisions for bad debts individually accounts
receivable:
Unit: RMB Yuan
Content of other
Book balance Amount of bad debts Withdrawal percentage Reason
accounts receivable
Notes of individually insignificant but was of big risk after grouped by credit risk other accounts receivable:
(3) Information of other accounts receivable written off in the reporting period
Unit: RMB Yuan
Whether arising from
Nature of other
Name of company Write off date Write off amount Write off reason related party
accounts receivable
transactions or not
Notes of written-off of other accounts receivable:
Naught
(4) Other accounts receivable is due from shareholders with more than 5% (including 5%) of the voting
shares of the Company
Unit: RMB Yuan
Closing balance Opening balance
Name of entity Withdrawal amount Withdrawal amount
Book balance Book balance
of bad debts of bad debts
(5) Nature or details of other significant accounts receivable
Unit: RMB Yuan
Nature or details of the
Name of entity Amount Proportion of the total (%)
amount
Gintian Industry (Group) Co., Executed amount of
56,600,000.00 46.94%
Ltd. guarantee
Anhui Nanpeng Papermaking
7,648,160.00 Operating turnover funds 6.34%
Co., Ltd
Shenzhen Shengfenglu,
GUOMAO Jewel & Gold Co., 6,481,353.60 Current account 5.38%
Ltd
Shanghai Yutong Real estate
5,676,000.00 Current account 4.71%
development Co., Ltd
Wuliangye Restaurant 5,523,057.70 Current account 4.58%
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
HongKong Yueheng
3,271,837.78 Current account 2.71%
Development Co., Ltd
Dameisha Tourism Center 2,576,445.69 Current account 2.14%
Shenzhen GUOMAO Industrial
2,351,652.48 Current account 1.95%
Development Co., Ltd
Elevated Train Project 2,542,332.43 Current account 2.11%
Total 92,670,839.68 -- 76.86%
Note:
(6) Information of top five other accounts receivable
Unit: RMB Yuan
Relationship with the Proportion of the total
Name of entity Amount Aging
Company (%)
Gintian Industry (Group)
Non-related-party 56,600,000.00 Over five years 46.94%
Co.,Ltd.
Anhui Nanpeng
Joint venture 7,648,160.00 Over five years 6.34%
Papermaking Co., Ltd
Shenzhen Shengfenglu,
GUOMAO Jewel & Gold Non-related-party 6,481,353.60 Over five years 5.38%
Co., Ltd
Shanghai Yutong Real
estate development Co., Non-related-party 5,676,000.00 Over five years 4.71%
Ltd
Wuliangye Restaurant Non-related-party 5,523,057.70 Over five years 4.58%
Total -- 81,928,571.30 -- 67.95%
(7) Information of the amounts due from related parties
Unit: RMB Yuan
Name of entity Relationship with the Company Amount Proportion (%)
Anhui Nanpeng Papermaking
Associated enterprise 7,648,160.00 6.34%
Co., Ltd
Shenzhen GUOMAO
Industrial Development Co., Associated enterprise 2,351,652.48 1.95%
Ltd
Shenzhen Wufang Pottery &
Associated enterprise 1,747,264.25 1.45%
Porcelain Industrial Co., Ltd
Shenzhen Guesthouse With the same controller of the 909,960.40 0.75%
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
parent company of the Company
Total -- 12,657,037.13 10.5%
(8) Information of other accounts receivable that terminated recognition
Unit: RMB Yuan
Gains or loses related to the termination of
Item Amount of termination
recognition
(9) If securitization is carried out on other accounts receivable as the underlying assets, please list amount
of assets and liabilities arising from further involvement
Unit: RMB Yuan
Item Closing balance
Assets:
Liabilities:
8. Prepayment
(1) List by aging analysis:
Unit: RMB Yuan
Closing balance Opening balance
Aging Proportion Proportion
Amount Amount
(%) (%)
Within 1 year 55,422,464.21 85.64% 472,521,763.10 99.62%
1 year to 2
8,839,702.60 13.66% 108,805.50 0.02%
years
2 years to 3
72,805.50 0.11% 1,586,058.25 0.33%
years
Over 3 years 380,017.80 0.59% 138,121.54 0.03%
Total 64,714,990.11 -- 474,354,748.39 --
Notes of aging of prepayment:
The closing amount of the prepayment decrease by 86.36% over the opening amount, which mainly due to the
prepaid transfer fee for Yangzhou land was transferred to the inventories during the reporting period.
(2) Information of the top 5 prepayment
Unit: RMB Yuan
133
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Relationship with the
Name of entity Amount Aging Reason for unsettled
Company
Prepayment of taxes Refer to the notes to the
Non-related-party 48,597,463.86 1 Jan. 2012
prepayment
Prepayment of social
Refer to the notes to the
security charges in Non-related-party 5,925,702.60 22 Jul. 2011
prepayment
building industry
Zhanjiang Yuexi Not reaching the
Construction Engineering Non-related-party 5,850,000.00 3 Mar. 2012 settlement conditions for
Co., Ltd projects
Shenzhen Ailite
Not reaching the
Mechanical and
Non-related-party 1,504,000.00 5 Apr. 2012 settlement conditions for
Electrical Equipment
projects
Co., Ltd.
Not reaching the
Chongqing Guangtian
Non-related-party 292,879.20 6 Jul. 2012 settlement conditions for
Metal Products Co., Ltd.
projects
Total -- 62,170,045.66 -- --
Notes of important companies of prepayment:
All the companies of prepayment during the reporting period had no relationship with the Company.
(3) Information about amount due from shareholders with more than 5% (including 5%) of the voting
shares of the Company in prepayment
Unit: RMB Yuan
Closing balance Opening balance
Name of entity Amount of provision Amount of provision
Book balance Book balance
for bad debts for bad debts
(4) Notes of prepayment
Note 1: According to “Provisional Regulations on Business Tax Business tax”, transfer of land use right or real
estate sales, using method of pre-collection (including deposit in advance), and the obligation for tax occurs on
pre-collection date. The balance of pre-paid the taxes and fees refer to the prepaid business tax, education surtax
and other tax fees, basing on pre-sale income of commercial housing sales.
Note 2: Prepayment of social security charges in building industry was prepaid in accordance with requirements
of Temporary Method on Management of Prepayment of Social Security Charges in Building Industry of Xuzhou
(XZBF (2009) No. 113). Social security charges in building industry refer to charges in aspects of social securities
the building enterprises contributed for employees such as endowment insurance, medical insurance,
unemployment insurance, insurance against injury at work, maternity insurance etc. (including part of personnel
contribution). This charge is base on engineer project, conducting unity measure basis that charge from building
entities in unity and making final settlement with building enterprises in unity.
134
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
9. Inventory
(1) Category
Unit: RMB Yuan
Closing balance Opening balance
Item Impairment of Impairment of
Book balance Book value Book balance Book value
inventories inventories
Raw materials 1,902,535.57 506,522.30 1,396,013.27 1,908,615.92 538,069.88 1,370,546.04
Inventory goods 43,286.70 43,286.70 37,356.20 37,356.20
Turnover material 515,562.10 515,562.10 589,437.96 589,437.96
Products held for
real estate 1,054,626,950.28 32,647,460.45 1,021,979,489.83 652,893,160.93 36,911,568.66 615,981,592.27
development
Properties under
736,298,555.66 736,298,555.66 684,087,366.66 684,087,366.66
development
Completed
540,441,643.58 540,441,643.58 512,926,330.21 512,926,330.21
properties for sale
Total 2,333,828,533.89 33,153,982.75 2,300,674,551.14 1,852,442,267.88 37,449,638.54 1,814,992,629.34
(2) Provision for falling price of inventories
Unit: RMB Yuan
Opening book Decease
Category Increase Closing book balance
balance Reversal Write-off
Raw materials 538,069.88 31,547.58 506,522.30
Land to be develope
36,911,568.66 4,264,108.21 32,647,460.45
d
Total 37,449,638.54 4,264,108.21 31,547.58 33,153,982.75
(3) Details of provision for falling price of inventories
Proportion of reversal of
Basis on provision for falling
Item Reasons for reversal provision for impairment of
price of inventories
inventories to closing balance
The estimated net realizable
Raw materials value is lower than the book
value
The estimated net realizable
Land to be developed The net realizable value 13.08%
value is lower than the book
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
value resumed to increase
Notes of inventory:
(4) Particulars about the capitalization amount of borrowing costs in the closing balance of inventory
Category of Project Closing balance Increase for the Decrease for the Closing balance
inventory year year
Completed Xinhua City 6,222,040.71 3,348,534.75 2,873,505.96
properties Shengang No.1 20,512,106.56 13,243,238.62 7,268,867.94
Langqiao Gardern 51,689,147.66 31,388,555.29 24,648,257.11 58,429,445.84
Properties under Caitianyise 6,023,792.66 6,264,615.79 12,288,408.45
development Banshanyujing 7,367,181.38 7,367,181.38
Phase I
Songhulangyuan 1,520,319.93 1,520,319.93
Total 84,447,087.59 46,540,672.39 41,240,030.48 89,747,729.50
10. Other current assets
Unit: RMB Yuan
Item Closing balance Opening balance
Notes of other current assets:
11. Available-for-sale financial assets
(1) Information of available-for-sale financial assets
Unit: RMB Yuan
Item Closing fair value Opening fair value
In the reporting period, the Company reclassified the held-to-maturity investment into available-for-sale financial
assets, a total of RMB* was reclassified, which takes *% of total matured investment before reclassification.
Notes of available-for-sale financial assets
(2) Long-term liability investment of available-for-sale financial assets
Unit: RMB Yuan
Accrued
Initial Interest in the accounts
Opening Closing
Item Category Balance investment Matured date reporting receivable or
balance balance
cost period received
interest
Notes of long-term liability investment of available-for-sale financial assets:
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
12. Held-to-maturity investment
(1) Information
Unit: RMB Yuan
Item Closing book balance Opening book balance
Notes of held-to-maturity investment:
(2) Information of held-to-maturity investment sold in the reporting period but was not matured
Unit: RMB Yuan
Item Amount Percentage of the investment amount before sales
Notes of undue held-to-maturity investment sold in the reporting period:
13. Long-term accounts receivable
Unit: RMB Yuan
Category Closing balance Opening balance
14. Investment to joint ventures and associated enterprises
Unit: RMB Yuan
Percentage of Voting Total operation
Net profit of
Name of holding shares percentage of Total closing Total closing Net closing revenue of the
the reporting
investee of the the Company assets liabilities assets reporting
period
Company in investee period
I. Joint ventures
Shenzhen Jifa
Warehouse 50% 50% 59,038,833.28 2,702,691.32 56,336,141.96 6,999,762.65 1,622,013.88
Co., Ltd
Shenzhen
GUOMAO
Tian’an 50% 50% 117,024,039.13 42,528,265.04 74,495,774.09 19,834,382.07 3,688,160.44
Properties Co.,
Ltd
Shenzhen
50% 50% 35,843,829.64 28,781,445.39 7,062,384.25 17,641,222.90 981,445.18
Tian’an
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
International
Building
Property
Management
Co., Ltd
II. Associated enterprises
Shenzhen
GUOMAO
Industrial 38.33% 38.33%
Development
Co., Ltd
Anhui
Nanpeng
30% 30%
Papermaking
Co., Ltd
Shenzhen
Wufang
Pottery &
26% 26%
Porcelain
Industrial Co.,
Ltd
Notes if significant differences exist between the important accounting policies and accounting estimations of joint ventures,
associated enterprises and the Company:
15. Long-term equity investment
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(1) List of long-term equity investment
Unit: RMB Yuan
Explanati
on for
indifferen
Withdraw
ces
n
Share between Cash
Voting impairme
Accounti Initial holding the share Impairme bonus in
Opening Increase/d Closing percentag nt
Investee ng investmen percentag holding nt the
balance ecrease balance e in provision
method t cost e in percentag provision reporting
investee in the
investee e and period
reporting
voting
period
percentag
e in
investee
Shenzhen
Jifa
Warehous Equity 30,645,05 27,357,06 811,006.9 28,168,07
50% 50%
e method 6.04 4.04 4 0.98
Company
Limited
Shenzhen
GUOMA
Equity 23,186,12 35,403,80 1,844,080 37,247,88
O Tian’an 50% 50%
method 4.00 6.83 .22 7.05
Properties
Co., Ltd
Shenzhen
Tian’an
Internatio
nal
Equity 1,500,000 3,040,469 490,722.5 3,531,192
Building 50% 50%
method .00 .53 9 .12
Property
Managem
ent Co.,
Ltd
Shenzhen
Wufang
Pottery & Cost 18,983,61 18,983,61 18,983,61 18,983,61
26% 26%
Porcelain method 4.14 4.14 4.14 4.14
Industrial
Co., Ltd
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Shenzhen
GUOMA
O
Cost 20,154,84 3,682,972 3,682,972 3,682,972
Industrial 38.33% 38.33%
method 0.79 .55 .55 .55
Develop
ment Co.,
Ltd
Anhui
Nanpeng
Cost 13,824,00 13,824,00 13,824,00 13,824,00
Papermak 30% 30%
method 0.00 0.00 0.00 0.00
ing Co.,
Ltd
China
Cost 2,962,500 2,962,500 2,962,500 2,160,300
T.H. Co., 0.33% 0.33%
method .00 .00 .00 .45
Ltd.
North
Machiner Cost 3,465,000 3,465,000 3,465,000 3,465,000
12.66% 12.66%
y (Group) method .00 .00 .00 .00
Co., Ltd.
Guangdo
ng
Huayue Cost 8,780,645 8,780,645 8,780,645 8,780,645
8.47% 8.47%
Real method .20 .20 .20 .20
Estate
Co., Ltd.
Shenzhen
GUOMA
O
Cost 8,500,000 8,500,000 8,500,000
Petroleu 100% 100%
method .00 .00 .00
m
Company
Limited
Guangzh
ou
Lishifeng Cost 6,000,000 6,000,000 6,000,000
30% 30%
Automobi method .00 .00 .00
le Co.,
Ltd.
Sanya
East Cost 1,350,000 1,350,000 1,350,000 1,350,000
0.28% 0.28%
Travel method .00 .00 .00 .00
Co., Ltd.
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Shensan Cost
17,695.09 17,695.09 17,695.09 17,695.09
Co., Ltd. method
Macao
Huashen
Cost
Enterpris 85,621.36 78,708.74 19.42 78,728.16 10% 10% 78,728.16 19.42
method
e Co.,
Ltd.
Chongqin
g
Guangfa
Real Cost 2,598,061 2,418,523 -29,627.0 2,388,896 2,388,896 -29,627.0
27.25% 27.25%
estate method .52 .82 2 .80 .80 2
developm
ent Co.,
Ltd.
Saipan Cost 1,935,184 1,748,731 1,779,386 1,779,386
30,655.08 30% 30% 30,655.08
Project method .04 .17 .25 .25
143,988,3 137,613,7 3,146,857 140,760,5 56,511,23
Total -- -- -- -- 1,047.48
42.18 31.11 .23 88.34 8.64
(2) Information of the limitation on the capability to transfer capital to investee
Unit: RMB Yuan
Item that with limitation on the capability Investment losses unrecognized in current
Reason for limitation
to transfer capital to investee period
Notes of long-term equity investment:
Note 1: In Jan. 2008, Shenzhen GUOMAO Vehicle Industry Co., Ltd. (hereinafter as the “Vehicles Company”)
signed a gas station lease contract with Shenzhen Guanghong Investment Company Limited,, which promises that
Shenzhen Guanghong Investment Co., Ltd rents the assets and rights such as the land of gas station, the gas
station, business occupancy, dormitory, equipments and facilities, as well as business management right from
Shenzhen Guomao Oil Co., Ltd (Shenzhen Guomao Automobile Industry Co., Ltd holds 100% equity of the
company) and takes over the operation and management, with a lease term of 15 years. Since the date of operating
lease, the Company no longer exerts actual control on Shenzhen Guomao Oil Co., Ltd, therefore, included in the
consolidation scope, according to the Accounting Standard for Enterprises.
Note 2: The decreased balance of investment and impairment provision of Macao Huashen Enterprise Co., Ltd.,
Saipan Project, Chongqing Guangfa Real estate development Co., Ltd., which was due to translation of financial
statements in foreign currencies.
141
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
16. Investment property
(1) Investment property calculated by cost
Unit: RMB Yuan
Item Opening book balance Increase Decrease Closing book balance
I. Total cost 477,601,561.00 23,533,501.17 30,359,709.98 470,775,352.19
1. Property and
469,631,606.60 23,533,501.17 30,359,709.98 462,805,397.79
buildings
2. Land use right 7,969,954.40 7,969,954.40
II Accumulated
depreciation and 174,969,042.45 18,282,603.49 7,734,897.92 185,516,748.02
amortization
1. Property and
171,636,360.26 17,773,458.37 7,734,897.92 181,674,920.71
buildings
2. Land use right 3,332,682.19 509,145.12 3,841,827.31
III. Total net book
value of investment 302,632,518.55 5,250,897.68 22,624,812.06 285,258,604.17
real estate
1. Property and
297,995,246.34 5,760,042.80 22,624,812.06 281,130,477.08
buildings
2. Land use right 4,637,272.21 -509,145.12 4,128,127.09
V. Total book value of
302,632,518.55 5,250,897.68 22,624,812.06 285,258,604.17
investment real estate
1. Property and
297,995,246.34 5,760,042.80 22,624,812.06 281,130,477.08
buildings
2. Land use right 4,637,272.21 -509,145.12 4,128,127.09
Unit: RMB Yuan
The reporting period
Amount of amortization and depreciation in the reporting period 17,492,026.14
Withdrawal amount of provision for impairment of investment real estate
0.00
in the reporting period
(2) Investment real estate measured by fair value
Unit: RMB Yuan
Opening fair Increase for the year Decrease for the year Closing fair
Item
value Acquisition Transfer of Gains and Disposal Transfer to value
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
self-occupie losses from self-occupie
d property or changes in d property
inventories fair value
Explanation on investment real estates that changed the measurement method and have not completed to handle
the property right certificate during the reporting period, and relevant explanation on the reason for failing to
complete to handle the property right certificate and the expected completion time:
The housing and building increased for the year mainly due to leasing the investment real estates transferred from
inventories and fixed assets.
The housing and building decreased for the year mainly due to the decrease in completion of assets replacement
and the leased properties transferred to fixed assets.
17. Fixed assets
(1) Fixed assets details
Unit: RMB Yuan
Opening book Decrease in the Closing book
Item Increase in the reporting period
balance reporting period balance
I. Total original book value 213,214,030.40 16,446,190.37 21,770,990.73 207,889,230.04
Including: Property and
120,984,990.42 5,805,252.26 9,936,695.53 116,853,547.15
building
Machineries 9,096,738.14 177,770.08 187,123.00 9,087,385.22
Vehicles 55,190,657.69 9,260,390.00 10,997,240.00 53,453,807.69
Electrical and other
23,248,233.56 1,165,009.65 649,932.20 23,763,311.01
equipments
Decoration of fixed assets 4,693,410.59 37,768.38 4,731,178.97
Closing book
Opening book Increase in the Withdrawal in the Decrease in the
-- balance in current
balance reporting period reporting period reporting period
period
II. Accumulated
126,283,023.98 350,456.50 15,596,141.06 13,237,276.87 128,992,344.67
depreciation
Including: Property and
66,428,477.27 350,456.50 4,117,540.36 1,986,293.68 68,910,180.45
building
Machineries 6,374,435.96 112,728.87 158,196.29 6,328,968.54
Vehicles 30,870,888.51 9,642,389.00 10,476,205.00 30,037,072.51
Electrical and other
18,537,928.01 1,544,411.80 607,129.40 19,475,210.41
equipments
Decoration of fixed assets 4,071,294.23 179,071.03 9,452.50 4,240,912.76
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Opening book Closing balance in
-- --
balance current period
III. The net book value of
86,931,006.42 -- 78,896,885.37
fixed assets
Including: Property and
54,556,513.15 -- 47,943,366.70
building
Machineries 2,722,302.18 -- 2,758,416.68
Vehicles 24,319,769.18 -- 23,416,735.18
Electrical and other
4,710,305.55 -- 4,288,100.60
equipments
Decoration of fixed assets 622,116.36 -- 490,266.21
IV. Total impairment
75,717.16 -- 75,717.16
provision
Including: Property and
75,717.16 -- 75,717.16
building
Decoration of fixed assets --
V. Total book value of fixed
86,855,289.26 -- 78,821,168.21
assets
Including: Property and
54,556,513.15 -- 47,943,366.70
building
Machineries 2,722,302.18 -- 2,758,416.68
Vehicles 24,319,769.18 -- 23,416,735.18
Electrical and other
4,634,588.39 -- 4,212,383.44
equipments
Decoration of fixed assets 622,116.36 -- 490,266.21
Depreciation amount of this reporting period was RMB 15,596,141.06, RMB 0.00 was transferred into fixed
assets from construction project.
(2) Temporary idle fixed assets
Unit: RMB Yuan
Accrued Impairment
Item Original book value Net book value Note
depreciation provision
Property and
4,059,207.77 1,692,842.88 2,366,364.89
building
(3) Fixed assets leased in from financing lease
Unit: RMB Yuan
144
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Item Original book value Accrued depreciation Net book value
(4) Fixed assets leased out from operation lease
Unit: RMB Yuan
Category Closing book value
(5) Information of hold-for-sale fixed assets at period-end
Unit: RMB Yuan
Item Book value Fair value Estimated disposal cost Estimated settle date
(6) Information of fixed assets failed to accomplish certification of property
Reason for failing to accomplish Estimated time of completing the
Item
certification of property certification of property
Notes of fixed assets:
The housing and building decreased in the reporting period mainly due to the leased properties transferred from
fixed assets to investment properties and the decrease of assets replacement.
The vehicles decreased during the reporting period mainly due to the taxi subsidiaries changed the operating
vehicles.
18. Construction in progress
(1)
Unit: RMB Yuan
Closing balance Opening balance
Item Impairment Impairment
Book balance Book value Book balance Book value
provision provision
Smoke emission renovation
57,000.00 57,000.00 57,000.00 57,000.00
for Shenxin Building
Total 57,000.00 57,000.00 57,000.00 57,000.00
(2) Significant changes in construction in progress
Unit: RMB Yuan
Accumul Includin Capitaliz
Project
Transferr ative g: ation
input Source
Name of Opening ed to Other Project amount amount ratio of Closing
Budget Increase percenta of
project balance fixed decrease process of of interest balance
ge of funding
assets capitaliz capitaliz in the
budget
ation of ation of reporting
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
interest interest period
in the (%)
reporting
period
Notes to change in construction in progress
(3) Impairment provision of construction in progress
Unit: RMB Yuan
Increase in the Decrease in the Reason for
Item Opening amount Closing balance
reporting period reporting period withdrawal
(4) Information of procedures of significant construction in progress
Item Project process Note
(5) Notes of construction in progress
19. Engineering materials
Unit: RMB Yuan
Increase in the Decrease in the
Item Opening balance Closing balance
reporting period reporting period
Notes of engineering materials:
20. Clearance of fixed assets
Unit: RMB Yuan
Reason for transferring to
Item Opening book value Closing book value
clearance
Notes of clearance process of fixed assets with a clearance term of over 1 year since the transfer into fixed assets:
21. Productive biological assets
（1）Measured by cost
Unit: RMB Yuan
Item Opening book balance Increase Decrease Closing book balance
I. Crop farming industry
II. Animal husbandry and aquaculture industry
III. Forest industry
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
IV. Aquatic products industry
（2）Measured by fair value
Unit: RMB Yuan
Item Opening book balance Increase Decrease Closing book balance
J. Crop farming industry
II. Animal husbandry and aquaculture industry
III. Forest industry
IV. Aquatic products industry
Notes to productive biological assets:
22. Oil and gas assets
Unit: RMB Yuan
Item Opening book balance Increase Decrease Closing book balance
Notes of oil and gas assets:
23. Intangible assets
(1) Information
Unit: RMB Yuan
Increase in the reporting Decrease in the
Item Opening book balance Closing book balance
period reporting period
I. Total original book value 170,884,406.80 170,884,406.80
Taxi operating licenses 170,866,146.80 170,866,146.80
Official software 18,260.00 18,260.00
II. Total accrued amortization 49,630,150.65 7,156,103.04 56,786,253.69
Taxi operating licenses 49,616,050.65 7,152,203.04 56,768,253.69
Official software 14,100.00 3,900.00 18,000.00
III. Total net book value of
121,254,256.15 -7,156,103.04 114,098,153.11
intangible assets
Taxi operating licenses 121,250,096.15 -7,152,203.04 114,097,893.11
Official software 4,160.00 -3,900.00 260.00
Taxi operating licenses
Official software
Total book value of 121,254,256.15 -7,156,103.04 114,098,153.11
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
intangible assets
Taxi operating licenses 121,250,096.15 -7,152,203.04 114,097,893.11
Official software 4,160.00 -3,900.00 260.00
Amortization was of RMB 7,156,103.04 in the reporting period
(2) Company development expense
Unit: RMB Yuan
Decrease
Item Opening balance Increase Recognized into Recognized as Closing balance
current gains/losses intangible assets
The percentage of development expense in the total expenditure of R&D projects in the reporting period:
The percentage of the value of intabgible assets formed from the internal R&D of the Company in the closing
book value of intangible assets:
Notes of the developed projects of the Company, including the projects with individual value more than RMB 1
million and recorded with the assessed value, relevant assessment agency and method shall be disclosed:
24. Goodwill
Unit: RMB Yuan
Impairment
Name of investee or event that Increase in the Decrease in the
Opening balance Closing balance provision at
generated goodwill reporting period reporting period
period-end
Notes of test method of goodwill impairment and impairment withdrawal method:
25. Long-term amortization expense
Unit: RMB Yuan
Amortization Reason for other
Item Opening balance Increase Other decrease Closing balance
balance decrease
Reformation
project for
1,989,226.53 172,976.28 1,816,250.25
Tianhong Subway
No. 3
Fire-fighting
renovation of 1,184,186.48 177,070.28 1,007,116.20
Shenxin Building
Renovation for
820,921.95 820,921.95
repair shops
Total 3,173,413.01 820,921.95 350,046.56 3,644,288.40 --
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Notes of long-term amortization expense:
26. Deferred tax assets and liabilities
(1) Deferred tax assets and liabilities are not listed as the net value after offset
Deferred tax assets and liabilities that already recognized
Unit: RMB Yuan
Item Closing balance Opening balance
Deferred income tax assets:：
Provision for impairment of assets 335,764.51 378,187.84
Deductible losses 11,495,872.46 6,392,371.80
Accrued land VAT 140,731,876.12 105,073,836.93
Accrued unpaid dismiss welfare 788,140.00 32,314.75
Transferred employee education fee pay
1,140.51 4,878.12
deductible in the following year
Transferred advertisement fee deductible in the
664,109.00 206,936.50
following year
Unrealized internal sales gain and loss 7,828,210.75 2,662,855.97
Estimated profit calculated at pre-sale revenue of
32,662,711.15 9,350,820.50
property enterprises
Subtotal 194,507,824.50 124,102,202.41
Deferred income tax liabilities
Prepaid land VAT 2,739,089.94
Subtotal 2,739,089.94
List of unrecognized deferred income tax assets
Unit: RMB Yuan
Item Closing balance Opening balance
Deductible losses of unrecognized deferred income tax assets will due in the following years
Unit: RMB Yuan
Year Closing balance Opening balance Remark
List of taxable differences and deductible differences items
Unit: RMB Yuan
Item Temporary differences amount
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
As at period-end As at period-begin
Taxable differences items
Prepaid land VAT 10,956,359.77
Subtotal 10,956,359.77
Deductible difference projects
Assets impairment provision 1,343,057.99 1,512,751.31
Accrued land VAT 562,927,504.45 420,295,347.70
Deductible losses 45,983,489.80 25,569,487.18
Transferred advertisement fee deductible in the
2,656,436.00 827,746.00
following year
Transferred employee education fee pay deductible
4,562.04 19,512.47
in the following year
Accrued unpaid dismiss welfare 3,152,560.00 129,259.00
Estimated profit calculated at pre-sale revenue of
130,650,844.60 37,403,282.01
property enterprises
Unrealized internal sales gain and loss 31,312,842.98 10,651,423.89
Subtotal 778,031,297.86 496,408,809.56
(2) Deferred income tax assets and liabilities are listed as the net value after offset
Notes of deferred income tax assets and liabilities after offset with each other
Unit: RMB Yuan
Deferred income
tax assets and Deductible or taxable Deferred income Deductible or taxable
liabilities after temporary assets or liabilities temporary
Item
offset with each differences after after offset at differences after
other at offset at period-end period-begin offset at period-begin
period-end
Deferred income tax assets 194,507,824.50 124,102,202.41
Deferred income tax liabilities 2,739,089.94
Details about the deferred income tax assets and liabilities offset with each other
Unit: RMB Yuan
Item Offset amount at the reporting period
Explanation on deferred income tax assets and liabilities
27. List of provision for assets impairment
Unit: RMB Yuan
Item Opening book Increase Decrease Closing book
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
balance Reversal Written off balance
I. Provision for bad debt 180,497,969.09 -8,980,020.32 652,644.08 170,865,304.69
II. Provision for inventory
37,449,638.54 4,264,108.21 31,547.58 33,153,982.75
falling price
V. Impairment provision of
56,510,191.16 1,047.48 56,511,238.64
long-term equity investment
VII. Impairment provision of
75,717.16 75,717.16
fixed assets
Total 274,533,515.95 -8,978,972.84 4,916,752.29 31,547.58 260,606,243.24
Notes of the list of assets impairment:
28. Other non-current assets
Unit: RMB Yuan
Item Closing balance Opening balance
Notes of other non-current assets
29. Short-term loan
(1) Category
Unit: RMB Yuan
Category Closing balance Opening balance
Mortgage loan 220,000,000.00 40,000,000.00
Guarantee loan 60,000,000.00 41,495,212.00
Credit loan 490,000,000.00
Guarantee loan + mortgage loan 30,000,000.00
Guarantee loan + pledge loan 40,000,000.00
Mortgage loan + pledge loan 40,000,000.00
Total 360,000,000.00 601,495,212.00
Notes:
(2) List of unsettled mature short-term loan
Unit: RMB Yuan
Reason for
Name of creditor Amount of loan Rate of loan Usage Estimated settle date
unsettlement
Total 0.00 -- -- -- --
RMB000 was paid back after the Balance Sheet Date.
Notes of short-term loan, for those gaining extended term, notes term of extension and new mature date:
A. The short-term loan of RMB 0.2 billion was the entrusted loan that Shenzhen Investment Holdings Co., Ltd.
entrusted Shenzhen Jingtian Sub-branch of China Everbright Bank to borrow, which was the credit loan. After the
expiry on 39 Mar. 2012, the Company extent the period of the entrusted loan by mortgaging the five houses
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
located at Guomao Plaza (Phase II), Nanhu Road, Luohu District, Shenzhen; 105 houses located at Guomao
Commercial Building, Nanhu Road, Luohu District, Shenzhen; 19/F Tian’an International Building, Renmin
South Road, Luohu District, Shenzhen; 7 houses located at Small Commodity Market, Peace New Home,
Chuanbu Street, Heping Road, Luohu District, Shenzhen and 1-7/F, Peace Hotel, Heping Road, Luohu District,
Shenzhen, so the due date extended to 28 Mar. 2013, and the annual loan interest rate increased from 5.7767% to
6.9554%.
B. The short-term loan of RMB 40 million was the entrusted loan that Shenzhen Investment Holdings Co., Ltd.
entrusted Shenzhen Jingtian Sub-branch of China Everbright Bank to borrow, which was the credit loan. After the
expiry on 39 Mar. 2012, Shenzhen GUOMAO Vehicles Industry Co., Ltd. extent the period of the entrusted loan
by mortgaging its Room 2701, Huangcheng Plaza Building and Room 2901 and 3101, Huangcheng Plaza
Building owned by the Company’s subsidiary of Shenzhen Huangcheng Real Estate Co., Ltd. as well as pledging
120 Taxi Operating Licenses owned by the Company’s subsidiary of Shenzhen Shenxin Taxi Co., Ltd., and the
annual loan interest rate increased from 5.7767% to 6.9554%.
30. Trading financial liabilities
Unit: RMB Yuan
Item Closing fair value Opening fair value
Notes of trading financial liabilities:
31. Notes payable
Unit: RMB Yuan
Category Closing balance Opening balance
RMB000 will be due in next fiscal period.
Notes of notes payable:
32. Accounts payable
(1)
Unit: RMB Yuan
Item Closing balance Opening balance
Accounts payable 298,525,752.32 187,093,587.42
Total 298,525,752.32 187,093,587.42
(2) The accounts payable to shareholders with more than 5% (including 5%) of the voting shares of the
Company
Unit: RMB Yuan
Name of entity Closing balance Opening balance
Shenzhen Investment Holdings Co., Ltd. 703,821.38
Total 703,821.38
(3) Notes of the significant accounts payable aging over one year:
The Company’s accounts payable aging over one year are mainly the unpaid construction payment and pledged
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amount, etc.
The closing amount of accounts payable increased by 59.56% over the period-begin, which mainly due to the
unpaid construction payment for the property projects at the end of reporting period increased.
There was no accounts payable due to other related parties during the reporting period.
33. Advance from customers
(1)
Unit: RMB Yuan
Item Closing balance Opening balance
Advance from customers 678,075,291.01 208,655,909.41
Total 678,075,291.01 208,655,909.41
(2) Advanced from customers from shareholders with more than 5% (including 5%) of the voting shares of
the Company
Unit: RMB Yuan
Name of entity Closing balance Opening balance
（3）Notes of significant advance from customers aging over one year:
The significant advance from customers aged over one year mainly due to the accounts received had not
transferred to income for not reaching the recognition conditions of income.
The closing amount of the accounts advance from customers increased by 224.97% over that of period-begin,
which mainly due to many sales accounts received in advance of the property projects during the reporting period
hadn’t been transferred to income for not reaching the recognition conditions of income.
There was no advance from customers due to the shareholders holding over 5% (including 5%) voting rights of
the Company and other related parties.
34. Payroll payable
Unit: RMB Yuan
Item Opening book balance Increase Decrease Closing book balance
I. Salary, bonus,
40,057,771.77 197,075,052.17 192,174,363.92 44,958,460.02
allowance, subsidy
II. Employee welfare 11,531,536.53 11,531,536.53
III. Social insurance 83,997.89 26,214,476.54 25,884,020.81 414,453.62
Including: Medical
33,090.94 5,660,368.68 5,610,157.75 83,301.87
insurance premiums
Basic pension
33,182.60 13,638,889.02 13,482,257.98 189,813.64
benefits
Annuity 2,520.00 4,750,713.19 4,643,113.19 110,120.00
Unemployment
8,688.19 731,402.45 723,226.13 16,864.51
insurance
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Work-related injury
3,475.30 705,276.73 701,292.29 7,459.74
insurance
Maternity insurance 3,040.86 508,280.83 504,427.83 6,893.86
Other social
219,545.64 219,545.64
insurance
IV. Housing fund 1,415,088.34 7,410,068.17 7,269,142.26 1,556,014.25
V. Redemption for
terminations of labor 1,129,832.80 4,633,370.00 1,776,991.00 3,986,211.80
contract
VI. Others 3,668,292.07 6,213,506.51 6,075,321.36 3,806,477.22
Of which: labor
union budget and
3,668,292.07 6,213,506.51 6,075,321.36 3,806,477.22
employee education
budget
Total 46,354,982.87 253,078,009.92 244,711,375.88 54,721,616.91
RMB 0.00 is the amounts in arrears in the payroll payable.
The labor union budget and employee education budget is RMB 3,806,477.22, and the non-monetary benefits are
RMB 0.00, as well as the compensation for terminating the labor contract is RMB 1,776,991.00.
The estimated distribution date and amount as well as other arrangements for payroll payable:
35. Taxes payable
Unit: RMB Yuan
Item Closing balance Opening balance
Value-added tax 160,057.44 -10,022.86
Business tax 7,085,925.17 4,993,024.88
Corporate income tax 160,519,629.84 71,331,210.33
Personal income tax 762,203.88 393,853.77
Urban maintenance and construction tax 505,130.58 336,526.08
Stamp duty -10,066.15 -10,903.55
Education surtax 219,588.15 154,901.24
Local education surtax 146,185.40 62,430.77
Land VAT 562,927,504.45 421,667,014.45
Property tax 980,346.47 1,007,885.90
Leeve fee 6,945.79 23,510.98
Other 356,228.69 7,655.37
Total 733,659,679.71 499,957,087.36
Notes of taxes payable: for the taxable income of branch companies and factories approved to be inter-adjusted by
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their local tax authorities, the Company shall specified their calculation procedure.
The closing balance of taxes payable increased by 46.74% over the period-begin mainly due to accrued land VAT
increased at the period-end and the balance of the total amount of profits over the accrued enterprise income taxes
for last period increased.
36. Interest payable
Unit: RMB Yuan
Item Closing balance Opening balance
Notes:
37. Dividends payable
Unit: RMB Yuan
Reason for unsettlement over 1
Name of company Closing balance Opening balance
year
Notes:
38. Other accounts payable
(1)
Unit: RMB Yuan
Item Closing balance Opening balance
Other accounts payable 195,045,649.98 480,433,469.91
Total 195,045,649.98 480,433,469.91
(2) Other accounts payable from shareholders with more than 5% (including 5%) of the voting shares of
the Company
Unit: RMB Yuan
Name of entity Closing balance Opening balance
Shenzhen Investment Holdings Co., Ltd. 271,065,981.63
Total 271,065,981.63
(3) Notes of the other large amount accounts payable aging over 1 year.
The Company’s other large amount accounts payable aging over 1 year are mainly the accrued land VAT and
various deposits, etc..
(4) Notes of other accounts payable with significant amount
The Company’s other accounts payable with significant amount are as follows:
Item Amount Nature or content
Accrued land VAT 56,303,627.40 Accrued land VAT
Rental deposit 30,860,222.04 Deposit
Shenzhen Jifa Warehouse Co., Ltd 19,545,808.00 Current accounts
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Guangzhou Lishifeng Automobile Co., Ltd. 15,344,017.08 Current accounts
Shenzhen GUOMAO Tian’an Properties Co., Ltd 13,500,000.00 Current accounts
Total 135,553,674.52
39. Estimated liabilities
Unit: RMB Yuan
Item Opening balance Increase Decrease Closing balance
Notes:
40. Non-current liabilities due within 1 year
(1)
Unit: RMB Yuan
Item Closing balance Opening balance
Long-term loan due within 1 year 12,216,666.68 215,666,666.68
Long-term accounts payable due within 1 year 2,693,221.64 2,693,221.64
Total 14,909,888.32 218,359,888.32
(2) Long-term loan due within 1 year
Long-term loan due within 1 year
Unit: RMB Yuan
Item Closing balance Opening balance
Pledge loan 12,216,666.68 3,666,666.68
Mortgage loan 200,000,000.00
Guarantee loan 12,000,000.00
Total 12,216,666.68 215,666,666.68
RMB000 of long-term loan due within 1 year was of mature loan with extended term.
Top five long-term loans due within 1 year
Unit: RMB Yuan
Closing balance Opening balance
Foreign Foreign
Creditor Starting date Ending date Currency Rate (%)
currency RMB balance currency RMB balance
balance balance
Shenzhen
Branch of
11 Jan. 2012 10 Jan. 2015 RMB Yuan 6.77% 0.00 8,550,000.00
Ping An
Bank
Shenzhen
Shangbu
23 Nov. 2011 23 Nov. 2014 RMB Yuan 6.77% 0.00 3,666,666.68 0.00 3,666,666.68
Sub-branch
of Shenzhen
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Development
Bank
Shenzhen
Eastern
Sub-branch
200,000,000.
of 31 Mar. 2009 30 Mar. 2012 RMB Yuan 4.86% 0.00
00
Agricultural
Bank of
China
Shenzhen
Branch of 12,000,000.0
10 Mar. 2010 10 Mar. 2012 RMB Yuan 5.4% 0.00 0.00 0.00
Ping An 0
Bank
12,216,666.6 215,666,666.
Total -- -- -- -- -- --
8 68
Mature loan of long-term loan due within 1 year:
Unit: RMB Yuan
Reason for Estimated settle
Creditor Amount of loan Overdue date Annual rate (%) Usage
unsettlement date
Total 0.00 -- -- -- -- --
RMB 2,716,700.00 was paid back after Balance Sheet Date:
Notes of long-term borrowings due within 1 year:
(3) Bonds payable due within 1 year
Unit: RMB Yuan
Accrued Interest paid
Opening Closing
Issuance Issuing interest in in the Closing
Name Par value Term interest interest
date amount current reporting balance
payable payable
period period
Notes:
(4) Long-term accounts payable due within 1 year
Unit: RMB Yuan
Creditor Term Initial amount Rate (%) Accrued interest Closing balance Conditions
To be transferred
income from
1,293,221.64 0% 0.00 1,293,221.64
renting operating
license plate
To be transferred
income from
1,400,000.00 0% 0.00 1,400,000.00
renting Shenzhen
GUOMAO
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Petroleum Co.,
Ltd
Notes of long-term accounts payable due within 1 year:
41. Other current liabilities
Unit: RMB Yuan
Item Closing book balance Opening book balance
Notes of other non-current liabilities:
42. Long-term loan
(1) Category of long-term loan
Unit: RMB Yuan
Item Closing balance Opening balance
Pledge loan 19,316,666.64 7,333,333.32
Total 19,316,666.64 7,333,333.32
Notes:
(2)The top five long-term loans
Unit: RMB Yuan
Closing balance Opening balance
Foreign Foreign
Creditor Starting date Ending date Currency Rate (%)
currency RMB amount currency RMB amount
amount amount
Shenzhen
Branch of 15,650,000.0
11 Jan. 2012 10 Jan. 2015 RMB Yuan 6.77% 0.00
Ping An 0
Bank
Shenzhen
Shangbu
Sub-branch
23 Nov. 2011 23 Nov. 2014 RMB Yuan 6.77% 0.00 3,666,666.64 0.00 7,333,333.32
of Shenzhen
Development
Bank
19,316,666.6
Total -- -- -- -- -- -- 7,333,333.32
4
Notes of long-term loan: for the long-term loans arising from mature loans with extended term, the Company shall
explain the conditions of extension, principal, interest, expected repayment arrangement:
43. Bonds payable
Unit: RMB Yuan
Issuance Issuing Opening Accrued Interest paid Closing Closing
Name Par value Term
date amount interest interest in in the interest balance
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
payable the reporting payable
reporting period
period
Notes of bonds payable, including the conditions and date of conversion of the convertible corporate bonds:
44. Long-term payable
(1) The top five long-term payable
Unit: RMB Yuan
Conditions of
Company Term Initial amount Rate (%) Accrued interest Closing balance
loan
(2) List of the financing lease payable under the long-term loan
Unit: RMB Yuan
Closing balance Opening balance
Company
Foreign currency RMB Foreign currency RMB
RMB000 was guarantee for the Company’s financing lease provided by the independent third party.
Notes of the long-term payable:
45. Specific payable
Unit: RMB Yuan
Item Opening balance Increase Decrease Closing balance Note
Notes of specific payable:
46. Other non-current liabilities
Unit: RMB Yuan
Item Closing book balance Opening book balance
Utility specific fund 2,088,759.35 9,676,157.29
Housing principle fund 14,502,134.27 13,339,582.42
House warming deposit 8,229,980.31 7,806,572.95
Electric Equipment Maintenance fund 4,019,415.44 4,069,140.20
Deputed Maintenance fund 28,128,684.34 27,646,929.23
Taxi Deposit 40,620,500.00 44,286,458.90
To be transferred income from renting operating
11,389,068.33 12,682,289.97
license plate
To be transferred income from renting Shenzhen
13,070,000.00 14,470,000.00
GUOMAO Petroleum Co., Ltd
Equity of stripped assets attributable to investment
23,101,930.71 26,042,027.32
holding
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Other 846,828.56
Total 145,997,301.31 160,019,158.28
Notes of other non-current liabilities, including each government grants relevant to assets and income received in
the reporting period and their closing amounts:
The other non-current liabilities were mainly the drivers mutual aid money charged for the drivers by the taxi
company.
47. Share capital
Unit: RMB Yuan
Increase/Decrease (+/-)
Opening Capitalization Closing
Issuing new
balance Bonus shares of public Other Subtotal balance
shares
reserves
Total shares 595,979,092.00 595,979,092.00
Notes of changes in share capital, for those action of increasing capital or decreasing capital in the reporting
period, the Company shall disclose the name of the accounting firm executing the capital verification and
document number of the capital verification report; for joint-stock companies running for less than three years,
only the net assets shall be specified for particulars before establishment; while for case of totally changing the
limited liability companies into joint-stock companies, capital verification on the establishment shall be specified:
48. Treasury stock
Notes of treasury stock:
49. Special reserves
Notes of special reserves:
50. Capital reserves
Unit: RMB Yuan
Item Opening balance Increase Decrease Closing balance
Capital premium (share
52,487,344.20 922,739.02 14,959,995.71 38,450,087.51
capital premium)
Other capital reserves 25,332,931.52 25,332,931.52
Total 77,820,275.72 922,739.02 14,959,995.71 63,783,019.03
Note:
A. The increase of capital reserves in the reporting period arised from the business combination under the same
control, at which Shenzhen Shenxin Taxi Co., Ltd. transferred RMB 922,739.02 of the losses of retained income
attributable to the Company realized before the combination from the capital reserves to retained income.
B. The decrease of capital reserves in the reporting period mainly included (1) RMB 13,800,000.00 from
Shenzhen Shenxin Taxi Co., Ltd. gained by the business combination under the same control adjusting the
opening capital reserves during the reporting period, and (2) RMB 1,159,995.71 from Shenzhen Shenxin Taxi Co.,
Ltd. gained by the business combination under the same control paying the balance of the consideration over the
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
net assets.
51. Surplus reserves
Unit: RMB Yuan
Item Opening balance Increase Decrease Closing balance
Legal surplus reserves 70,368,860.95 70,368,860.95
Total 70,368,860.95 70,368,860.95
Notes of surplus reserves: for surplus reserves transferred to share capital, compensating losses and distributed as
dividends, relevant resolutions shall be explained.
52. Provision for general risk
Notes of provision for general risk:
53. Retained profits
Unit: RMB Yuan
Withdrawal or distributed
Item Amount
proportion
Opening balance of retained profits before
406,422,741.94 --
adjustments
Adjustments of opening balance of retained profits
-3,240,025.58 --
(“+” means add, “-” means reduce)
Opening balance of retained profits after
403,182,716.36 --
adjustments
Add: Net profit attributable to owners of the
375,422,129.64 --
Company
Closing retained profits 778,604,846.00 --
1) RMB0.00 of opening retained profits was affected by retrospective adjustment conducted according to the
Accounting Standards for Business Enterprises and relevant new regulations.
2) RMB0.00 of opening retained profits was affected by changes on accounting policies.
3) RMB0.00 of opening retained profits was affected by correction of significant accounting errors.
4) RMB-3,240,025.58 opening retained profits was affected by changes in combination scope arising from same
control.
5) RMB0.00 of opening retained profits was affected totally by other adjustments.
Notes: as for IPO companies, if the accumulated profits were enjoyed by new and original shareholders according
to the resolutions made at the shareholders’ general meeting before public offering, the Company shall explain
clearly; if the accumulated profits were distributed before public offering and enjoyed by the original shareholders
according to the resolutions made at the shareholders’ general meeting, the Company shall clearly disclose the
audited profits of dividends payable enjoyed by the original shareholders.
54. Revenue and Cost of Sales
(1) Revenue, Cost of Sales
Unit: RMB Yuan
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Item Reporting period Same period of last year
Sales of main business 1,827,263,066.87 1,399,216,328.14
Other operating income 34,035,764.12 30,995,605.61
Cost of sales 841,932,253.07 568,646,701.95
(2) Main business (Classified by industry)
Unit: RMB Yuan
Reporting period Same period of last year
Industry
Revenue of sales Costs of sales Revenue of sales Costs of sales
Sale of properties 1,429,818,416.04 529,936,876.93 1,039,983,994.06 283,518,049.86
Property rental and management
284,730,882.17 240,033,558.66 249,854,476.48 223,785,969.04
services income
Transportation services 71,332,140.87 36,881,838.97 72,474,745.27 32,344,262.61
Catering services 25,909,847.37 21,782,438.16 22,254,535.68 17,990,260.81
Other 15,471,780.42 5,257,045.72 14,648,576.65 3,614,782.57
Total 1,827,263,066.87 833,891,758.44 1,399,216,328.14 561,253,324.89
(3) Main business (Classified by product)
Unit: RMB Yuan
Reporting period Same period of last year
Product
Revenue of sales Costs of sales Revenue of sales Costs of sales
Property 1,429,818,416.04 529,936,876.93 1,039,983,994.06 283,518,049.86
Property rental and management
284,730,882.17 240,033,558.66 249,854,476.48 223,785,969.04
services
Transportation 71,332,140.87 36,881,838.97 72,474,745.27 32,344,262.61
Catering services 25,909,847.37 21,782,438.16 22,254,535.68 17,990,260.81
Other 15,471,780.42 5,257,045.72 14,648,576.65 3,614,782.57
Total 1,827,263,066.87 833,891,758.44 1,399,216,328.14 561,253,324.89
(4) Main business (Classified by area)
Unit: RMB Yuan
Reporting period Same period of last year
Area
Revenue of sales Costs of sales Revenue of sales Costs of sales
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Revenue of Shenzhen area 1,714,040,958.25 733,366,869.03 1,294,668,449.85 471,862,306.80
Revenue of other area 113,222,108.62 100,524,889.41 104,547,878.29 89,391,018.09
Total 1,827,263,066.87 833,891,758.44 1,399,216,328.14 561,253,324.89
(5) The revenue of sales from the top five customers
Unit: RMB Yuan
Customer Main business revenue Proportion of total business revenue (%)
Shenzhen Investment Holdings
286,024,220.45 15.37%
Co., Ltd.
Natural person 13,073,842.00 0.7%
Natural person 10,357,958.00 0.56%
Tianhong Shopping Plaza Co.,
9,368,289.92 0.5%
Ltd.
Feiran Technology Development
7,547,531.00 0.41%
Co., Ltd.
Total 326,371,841.37 17.53%
Note:
The amount of revenue of sales in the reporting period increased by 30.14% over the same period of last year,
which mainly due to the revenue of the property projects carried forward in the reporting period increased over the
same period of last year; the amount of costs of sales increased by 48.06% over the same period of last year,
which mainly due to the gross profit margin of the carried forward partial property projects decreased over the
same period of last year. And other revenue were mainly the revenue from construction supervision, elevator
maintenance and auto repair, etc.. Besides, the revenue of sales included RMB 280,484,029.00 from assets
replaced with Shenzhen Investment Holdings Co., Ltd.
55. Revenue from the construction contracts
Unit: RMB Yuan
Accumulated gross
Fixed price contract Contract project Amount Accumulated costs profits (“-” means Settled amount
losses)
Accumulated gross
Cost-plus contract Contract project Amount Accumulated costs profits (“-” means Settled amount
losses)
Notes of construction contracts
56. Business tax and surcharges
Unit: RMB Yuan
Item Reporting period Same period of last year Calculation and payment standard
Business tax 95,453,743.31 71,350,239.20 3%, 5% of revenue of sales
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Urban maintenance and construction
6,621,819.90 2,889,371.77 1%, 7% of taxable turnover tax
tax
Education surtax 2,746,629.49 2,117,119.73 3% of taxable turnover tax
Local education surtax 1,814,176.79 489,453.51 2% of taxable turnover tax
Four progressive levels with the tax
Land VAT 288,711,440.64 266,319,269.78 rate ranging from 30% to 60% of the
added value from properties transfer.
1.2% of the 70% cost of property per
Property tax 2,743,585.68 2,663,246.52
year
Leeve fee 181,348.52 63,820.50 0.01% of revenue of sales
Other 586,993.34 26,312.08
Total 398,859,737.67 345,918,833.09 --
Note:
57. Selling expenses
Unit: RMB Yuan
Item Reporting period Same period of last year
Employee’s remuneration 5,483,080.09 2,247,819.53
Office expenses of the business
7,210,378.11 3,314,675.51
organization
Sales agents fees, advertising fees and
29,022,570.25 23,881,333.13
promotional expenses
Other 2,235,146.15 3,348,457.99
Total 43,951,174.60 32,792,286.16
58. Administrative expenses
Unit: RMB Yuan
Item Reporting period Same period of last year
Employee’s remuneration 64,668,597.75 56,577,069.14
Administrative office expenses 26,036,025.42 23,644,489.81
Assets amortization and depreciation
6,177,229.63 7,885,279.36
expenses
Lawsuit expenses 1,891,251.70 3,273,700.30
Taxes 1,763,772.44 1,988,020.81
Other 9,143,670.76 10,541,311.54
Total 109,680,547.70 103,909,870.96
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
59. Financial expenses
Unit: RMB Yuan
Item Reporting period Same period of last year
Interest expenditures 3,590,492.70 15,551,421.36
Interest income -6,735,176.98 -3,878,151.12
Net losses of foreign currency exchange 1,432.52 -301,011.16
Other 1,638,662.10 1,080,232.23
Total -1,504,589.66 12,452,491.31
60. Gains and losses from changes in fair value
Unit: RMB Yuan
Source Reporting period Same period of last year
Trading financial assets -3,364.50
Total -3,364.50
Notes:
61. Investment income
(1) List of investment income
Unit: RMB Yuan
Item Reporting period Same period of last year
Long-term equity investment income accounted by
3,145,809.75 -286,648.25
equity method
Investment income received from holding of trading
3,364.50
financial assets
Investment income received from disposal of
240,074.81
trading financial assets
Total 3,145,809.75 -43,208.94
(2) Long-term equity investment income accounted by cost method
Unit: RMB Yuan
Same period of last
Name of investee Reporting period Reason for increase/decrease
year
(3) Long-term equity investment income accounted by equity method
Unit: RMB Yuan
Same period of last
Name of investee Reporting period Reason for increase/decrease
year
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Shenzhen Jifa Warehouse Co., Ltd 811,006.94 743,887.08 Increase of realized profits
Shenzhen GUOMAO Tian’an
1,844,080.22 -1,506,674.53 Increase of realized profits
Properties Co., Ltd
Shenzhen Tian’an International
Building Property Management Co., 490,722.59 476,139.20 Increase of realized profits
Ltd
Total 3,145,809.75 -286,648.25 --
Notes of investment income: make notes if there is significant limitation for recovery of investment income. If
there isn’t the said limitation, notes too:
The Company’s recovery of investment income exist no significant limitation.
62. Impairment losses
Unit: RMB Yuan
Item Reporting period Same period of last year
I. Bad debts losses -9,603,107.07 22,270,720.66
II. Inventory falling price losses -4,269,593.10 79,500.00
Total -13,872,700.17 22,350,220.66
63. Non-operating revenue
(1)
Unit: RMB Yuan
Amount recorded in current
Item Reporting period Same period of last year non-operating gains and
losses
Total gains from disposal of non-current
592,927.50 351,626.69 592,927.50
assets
Including：Gains from disposal of fixed
592,927.50 351,626.69 592,927.50
assets
Government grants 1,726,600.00 1,726,600.00
Other 1,705,683.98 1,283,320.35 1,705,683.98
Total 4,025,211.48 1,634,947.04
(2) List of government grants
Unit: RMB Yuan
Item Reporting period Same period of last year Note
Compensation for external wall
1,726,600.00
renovation
Total 1,726,600.00 --
Notes
64. Non-operating expenses
Unit: RMB Yuan
166
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Amount recorded in
Item Reporting period Same period of last year current non-operating
gains and losses
Loss on disposal of non-current assets 58,269.77 28,235.97 58,269.77
Including: Loss on disposal of fixed assets 58,269.77 28,235.97 58,269.77
Loss on exchange of non-monetary assets 1,382,794.36 1,382,794.36
Taxes overdue payment fines and other fines 133,502.29
Other 934,221.86 2,608,055.41 934,221.86
Total 2,375,285.99 2,769,793.67 2,375,285.99
Notes:
65. Income tax expense
Unit: RMB Yuan
Item Reporting period Same period of last year
Current income tax expense accounted by tax and relevant
179,892,522.76 123,807,573.01
regulations
Adjustment of income tax -67,666,532.15 -40,893,360.59
Total 112,225,990.61 82,914,212.42
63. Calculation procedure of basic earnings per share and diluted earnings per share
Calculation procedure of basic earnings per share and diluted earnings per share is as follows:
Item The reporting period Same period of last year
Basic Earnings Per Share 0.63 0.44
0.63 0.44
Diluted Earnings Per Share
Calculation of earnings per share is as following:
Basic Earnings Per Share＝375,422,129.64÷595,979,092.00＝0.63
Diluted Earnings Per Share＝375,422,129.64÷595,979,092.00＝0.63
Recalculation of earnings per share of last year is as following:
Basic Earnings Per Share＝261,108,340.62÷595,979,092.00＝0.44
Diluted Earnings Per Share＝261,108,340.62÷595,979,092.00＝0.44
Note: The method of basic earnings per share and diluted earnings per share calculation
A．Basic Earnings Per Share =P0÷S
S= S0＋S1＋Si×Mi÷M0-Sj×Mj÷M0-Sk
P0 represents the amounts attributable to ordinary equity holders of the Company in respect of:
(a) Profit or loss attributable to the Company; and
167
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(b) Profit or loss after deducting extraordinary gain or loss attributable to the Company.
S represents the weighted average number of ordinary shares outstanding during the period. S0 represents the
number of ordinary shares at the beginning of the period. S1 represents the number of additional ordinary shares
issued on capital surplus transfer or share dividends appropriation; Si represents the number of ordinary shares
issued in exchange for cash or issued as a result of the conversion of a debt instrument to ordinary shares during
the period. Sj represents reduced number of ordinary shares such as shares buy back. Sk represents the number of
a reverse share split. Mo represents the months during the period. Mi represents the months from the following
month after issuing incremental shares to the end of the period. Mj represents the months from the following
month after reducing shares to the end of the period.
B．Diluted Earnings Per Share =P1/(S0＋S1＋Si×Mi÷M0–Sj×Mj÷M0–Sk+ The weighted average number of
incremental ordinary shares on warrants, options, convertible debt and so on）
P1 represents the amounts attributable to ordinary equity holders of the Company in respect of: (a) Profit or loss
attributable to the Company; and (b) Profit or loss after deducting extraordinary gain or loss attributable to the
Company, adjust according to the accounting standards for enterprises and other relevant provisions. The
Company considered in sequence from dilutive potential ordinary shares to get the lowest earnings per share.
67. Other comprehensive income
Unit: RMB Yuan
Item Reporting period Same period of last year
4. Converted amount of foreign currency financial statements 7,383.80 -1,402,825.50
Subtotal 7,383.80 -1,402,825.50
Total 7,383.80 -1,402,825.50
Notes:
68. Notes of Cash Flow Statement
(1) Other cash received relevant to operating activities
Unit: RMB Yuan
Item Amount
Large current funds received 19,000,000.00
Interest income 6,735,176.98
Net margins, security deposit and various special funds received 1,908,936.39
Government grants 1,726,600.00
Other small receivables 8,334,871.23
Total 37,705,584.60
Notes
168
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(2) Other cash paid relevant to operating activities
Unit: RMB Yuan
Item Amount
Paying administration expenses in cash 37,070,947.88
Paying sales expenses in cash 30,749,811.66
Collecting and paying net current account of Hainan Yirun Real Estate Co.,
28,402,434.10
Ltd.
Large current funds paid 3,999,000.00
Other small receivables 4,715,734.33
Total 104,937,927.97
Notes
(3) Other cash received relevant to investment activities
Unit: RMB Yuan
Item Amount
Notes of other cash received relevant to investment activities:
(4) Other cash paid relevant to investment activities
Unit: RMB Yuan
Item Amount
Notes of other cash paid relevant to investment activities:
(5) Other cash received relevant to financing activities
Unit: RMB Yuan
Item Amount
Notes of other cash received relevant to financing activities:
(6) Other cash paid relevant to financing activities
Unit: RMB Yuan
Item Amount
Handling charges of significant loans 1,584,500.00
Total 1,584,500.00
Notes of other cash paid relevant to financing activities:
69. Supplemental information for Cash Flow Statement
(1) Supplemental information for Cash Flow Statement
Unit: RMB Yuan
Supplemental information Reporting period Same period of last year
1. Reconciliation of net profit to net cash flows generated
-- --
from operations：
169
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Net profit 374,822,152.41 260,045,897.13
Add: Provision for assets impairments -13,872,700.17 22,350,220.66
Depreciation of fixed assets, oil-gas assets and productive
33,088,167.20 32,564,407.60
biological assets
Amortization of intangible assets 7,156,103.04 7,231,006.41
Amortization of long-term deferred expense 593,793.54 479,457.80
Losses/gains on disposal of property, intangible asset and
-536,128.03 -323,390.72
other long-term assets (gains: negative)
Losses/gains on scrapped of fixed assets (gains:
1,470.30
negative)
Losses/gains from variation of fair value (gains: negative) 3,364.50
Financial cost (income: negative) 50,502,740.42 45,480,247.58
Investment loss (gains: negative) -3,145,809.75 43,208.94
Decrease in deferred tax assets (increase: negative) -70,405,622.09 -40,892,553.10
Increase in deferred tax liabilities (decrease: negative) 2,739,089.94 -807.48
Decrease in inventory (increase: negative) -462,135,380.57 -237,806,367.80
Decrease in accounts receivable from operating activities
400,796,829.31 -418,204,813.77
(increase: negative)
Increase in accounts payable from operating activities
486,109,491.83 -25,053,798.88
(decrease: negative)
Net cash flows generated from operating activities 805,714,197.38 -354,083,921.13
2. Significant investing and financing activities without
-- --
involvement of cash receipts and payments
3. Change of cash and cash equivalent: -- --
Closing balance of Cash 797,724,311.37 469,313,741.57
Less: opening balance of cash 469,313,741.57 545,466,594.53
The net increase in cash and cash equivalents 328,410,569.80 -76,152,852.96
(2) Relevant information of acquisition or disposal of subsidiaries and other operation entities in the
reporting period
Unit: RMB Yuan
Supplemental information Reporting period Same period of last year
I. Relevant information on acquisition of subsidiaries and
-- --
other operation entities:
II. Relevant information on disposal of subsidiaries and
-- --
other operation entities
(3) Composition of cash and cash equivalents
Unit: RMB Yuan
170
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Item Reporting period Same period of last year
I. Cash 797,724,311.37 469,313,741.57
Including: Cash on hand 197,165.38 280,115.14
Bank deposit on demand 793,456,036.83 464,486,960.65
Other monetary funds on demand 4,071,109.16 4,546,665.78
III. Closing balance of cash and cash equivalents 797,724,311.37 469,313,741.57
Notes
70. Notes to statement of changes in owners’ equity
Notes on the items under “Other” for adjusting the opening balance and the relevant adjusted amounts as well as
retrospective adjustment arising from business combination under the same control, etc.:
The adjustment of the opening balance of “Other” item under the Statement on changes in consolidated owners’
equity for the reporting period is the retrospective adjustment arising from business combination under the same
control, for details please refer to (VI) Business Combination of Section X. Financial Report.
VIII. Accounting treatment of assets securitization business
1. Notes of main trade arrangement and its accounting treatment of assets securitization business as well as
articles of bankruptcy remote
2. Main information about the special purpose entities in which the Company has no control right but bears
relevant risks:
Unit: RMB Yuan
Revenue of sales
Total closing Total closing Net profit in the
Name Net closing assets in the reporting Note
assets liabilities reporting period
period
IX. Related Parties and Related-party Transactions
1. Information of the parent company of the Company
Unit: RMB Yuan
The
The parent The parent ultimate
Legal
Parent Relationsh Business Registered Business Registered company's company's controlling Organizati
Representa
company ip Type place nature Capital shareholdi voting party of on Code
tive
ng (%) right (%) the
Company
Shenzhen
Limited State-owne
Shenzhen Controllin Managing
liability d Assets
Investment g Fan 560000000 76756642
company Shenzhen state-owne 63.81% 63.81% Administra
Holdings shareholde Mingchun 0 1
(state-own tion and
Co., Ltd. r d assets
ed) Supervisio
n
Note:
171
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
By the end of reporting period, the controlling shareholder of the Company is still Shenzhen Construction
Investment Holdings Corporation (“the holding company”) in register book. In 2004, Shenzhen Municipal
Government incorporated Shenzhen Construction Investment Holdings Corporation with the other two municipal
assets operation and management companies, namely Shenzhen Investment Management Corporation and
Shenzhen Trade and Business Holdings Corporation to establish Shenzhen Investment Holdings Co., Ltd..
Therefore, the Company’s actual controlling shareholder is Shenzhen Investment Holdings Co., Ltd., a sole
state-funded limited company, who was established in Oct. 13, 2004 with the registered capital of RMB 5.6 billion
and Mr. Fan Mingchun as its legal representative. Main business scope: providing guarantee to municipal
state-owned enterprises, management of state-owned equity, assets reorganization and reformation of enterprises,
assets operation and equity investment and etc.. As a government department, State-owned Assets Supervision and
Administration Commission of Shenzhen implemented management for Shenzhen Investment Holdings Co., Ltd.
on behalf of Shenzhen municipal government.
2. Information of subsidiaries of the Company
Unit: RMB Yuan
Percentage
Legal Percentage
Business Registered Business Registered of Organizatio
Full name Type representati of voting
type place nature capital Shareholdin n code
ve right (%)
g (%)
Shenzhen
Huangchen Limited Property
Controlled
g Real Liability Shenzhen Li Zipeng developmen 30000000 100% 100% 192184835
subsidiary
Estate Co., Company t
Ltd.
Shenzhen
Property
Limited Property
and Real Controlled
Liability Shenzhen Li Zipeng developmen 30950000 100% 100% 192174565
Estate subsidiary
Company t
Developme
nt Co., Ltd.
PRD Group
Xuzhou
Limited Property
Dapeng Controlled
Liability Xuzhou Li Zipeng developmen 50000000 100% 100% 552525454
Real Estate subsidiary
Company t
Developme
nt Co.,Ltd
Dongguan
Guomao
Limited Property
Changsheng Controlled
Liability Dongguan Lu Xia developmen 20000000 100% 100% 562562654
Real Estate subsidiary
Company t
Developme
nt Co., Ltd.
PRD Controlled Limited Yangzhou Zhang Property 50000000 100% 100% 573842934
172
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Yangzhou subsidiary Liability Bangwen developmen
Real Estate Company t
Developme
nt Co., Ltd.
Hainan
Limited Property
Xinda Controlled
Liability Haikou Liu Yinhua developmen 20000000 100% 100% 201264619
Developme subsidiary
Company t
nt Co., Ltd
Shenzhen
GUOMAO Limited Property
Controlled Wang
Property Liability Shenzhen managemen 20000000 100% 100% 192174549
subsidiary Hangjun
Managemen Company t
t Co., Ltd.
Shenzhen
Huangchen
Limited Property
g Real Controlled Wang
Liability Shenzhen managemen 5000000 100% 100% 757601334
Estate subsidiary Hangjun
Company t
Managemen
t Co., Ltd.
Shandong
Shenzhen
Limited Property
GUOMAO Controlled Wang
Liability Jinan managemen 5000000 100% 100% 684815947
Property subsidiary Zhiyong
Company t
Managemen
t Co., Ltd.
Chongqing
Shenzhen
Limited Property
GUOMAO Controlled Zeng
Liability Chongqing managemen 5000000 100% 100% 202853028
Property subsidiary Xiangrong
Company t
Managemen
t Co., Ltd.
Chongqing
Limited
Ao’bo Controlled Zeng
Liability Chongqing Service 2000000 100% 100% 66085719X
Elevator subsidiary Xiangrong
Company
Co., Ltd.
Shenzhen
Tianque Limited
Controlled Wang
Elevator Liability Shenzhen Service 5000000 100% 100% 192277759
subsidiary Zhiyong
Technology Company
Co., Ltd.
Shenzhen Controlled Limited
Shenzhen Bao Gang Service 1200000 100% 100% 192332519
GUOMAO subsidiary Liability
173
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Property Company
Managemen
t
Engineering
Equipment
Co., Ltd.
Shenzhen
Limited
GUOMAO Controlled Fan Catering
Liability Shenzhen 2000000 100% 100% 738842749
Food Co., subsidiary Weiping service
Company
Ltd.
Shenzhen
Property
Limited
Constructio Controlled Project
Liability Shenzhen Li Zipeng 3000000 100% 100% 279383351
n subsidiary supervision
Company
Supervision
Co., Ltd.
Shenzhen Limited
Controlled Yao
Real Estate Liability Shenzhen Service 1380000 100% 100% 192177790
subsidiary Chengxin
Exchange Company
Shenzhen
GUOMAO Limited
Controlled Fan
Vehicles Liability Shenzhen Service 29850000 100% 100% 19217731X
subsidiary Weiping
Industry Company
Co., Ltd.
Shenzhen
Limited
GUOMAO Controlled Fan
Liability Shenzhen Service 16000000 100% 100% 192267331
Motor Rent subsidiary Weiping
Company
Co., Ltd.
Shenzhen
Tesu
Vehicle Limited
Controlled
Driver Liability Shenzhen Xiao Dejun Service 2000000 100% 100% 192325669
subsidiary
Training Company
Center Co.,
Ltd.
Shenzhen
Limited
Internationa Controlled
Liability Shenzhen Luo Junde Trading 12000000 100% 100% 19218224X
l Trade subsidiary
Company
Plaza
Sichuan Limited
Controlled
Tianhe Liability Chengdu Li Jun Trading 8000000 100% 100% 754748621
subsidiary
Industry Company
174
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Co., Ltd
Zhanjiang
Shenzhen Limited Property
Controlled Duan
Real Estate Liability Zhanjiang developmen 2530000 100% 100% 194351406
subsidiary Zuoping
Developme Company t
nt Co., Ltd.
Shum Yip
Limited Property
Properties Controlled HKD20000
Liability Hongkong Inapplicable developmen 100% 100% Inapplicable
Developme subsidiary 000
Company t
nt Co., Ltd.
Wayhang Limited Property
Controlled
Developme Liability Hongkong Inapplicable developmen HKD2 100% 100% Inapplicable
subsidiary
nt Co., Ltd. Company t
Chief Link Limited Property
Controlled
Properties Liability Hongkong Inapplicable developmen HKD100 70% 70% Inapplicable
subsidiary
Co., Ltd. Company t
Syndis Limited Property
Controlled
Investment Liability Hongkong Inapplicable developmen HKD4 100% 100% Inapplicable
subsidiary
Co., Ltd. Company t
3. Information of joint ventures and associated enterprises
Unit: RMB Yuan
Percentage
Legal Percentage
Name of Business Registered Business Registered of Relationshi Organizatio
representati of voting
investee type address nature capital shareholdin p n code
ve rights (%)
g (%)
I. Joint ventures
Shenzhen Shenzhen
Limited
Jifa Wang Jifa HKD54150 Joint
Liability Shenzhen 50% 50% 618847828
Warehouse Hangjun Warehouse 000 venture
Company
Co., Ltd Co., Ltd
Shenzhen Shenzhen
GUOMAO Limited GUOMAO
Wang USD888000 Joint
Tian’an Liability Shenzhen Tian’an 50% 50% 618845152
Hangjun 0 venture
Properties Company Properties
Co., Ltd Co., Ltd
Shenzhen Shenzhen
Tian’an Tian’an
Limited
Internationa Zhang Internationa Joint
Liability Shenzhen 3000000 50% 50% 618930517
l Building Changsheng l Building venture
Company
Property Property
Managemen Managemen
175
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
t Co., Ltd t Co., Ltd
II. Associated enterprises
Shenzhen Shenzhen
GUOMAO Limited GUOMAO
Zha HKD32800 Associated
Industrial Liability Shenzhen Industrial 38.33% 38.33%
Shengming 000 enterprise
Developme Company Developme
nt Co., Ltd nt Co., Ltd
Anhui Anhui
Limited
Nanpeng Wang Nanpeng USD800000 Associated
Liability Huainan 30% 30%
Papermakin Yizhong Papermakin 0 enterprise
Company
g Co., Ltd g Co., Ltd
Shenzhen Shenzhen
Wufang Wufang
Limited
Pottery & Pottery & USD125000 Associated
Liability Shenzhen Yan Wenbo 26% 26%
Porcelain Porcelain 000 enterprise
Company
Industrial Industrial
Co., Ltd Co., Ltd
4. Information of other related parties of the Company
Name of other related party Relationship Organization code
Under the same control of the parent
Shenzhen Guesthouse Restaurant 192197353
company of the Company
Shenzhen Foreign Economy & Trade Under the same control of the parent
192210765
Investment Co., Ltd. company of the Company
Notes:
5. Related-party transactions
(1) Purchase of goods and acceptance of labor service
Unit: RMB Yuan
Pricing method Reporting period Same period of last year
and
Content of the
Related party decision-making
transaction Proportio Proportio
Amount Amount
procedures for the n (%) n (%)
transaction
Shenzhen Agreement pricing
Investment Holdings Rental payment by reference to 189,544.18 100%
Co., Ltd. market price
Sales of goods and rendering of service
Unit: RMB Yuan
Related party Content of the Pricing method Reporting period Same period of last year
176
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
transaction and
decision-making Proportio Proportio
Amount Amount
procedures for the n (%) n (%)
transaction
Shenzhen Agreement pricing
Collecting property
Investment Holdings by reference to 5,540,191.45 100% 259,084.80 100%
management fee
Co., Ltd. market price
(2) Information of related party trust/contract
Information of entrusted management/contract
Unit: RMB Yuan
Trust / contract
Name of Type of the Initial date of Ending date of Pricing basis for
Name of trustee income
entrusting entrusted/contract being being the trust / contract
/contractor recognized in the
party/contractee ed assets entrusted/contract entrusted/contract income
reporting period
Shenzhen Foreign
Shenzhen
Economy & Detailed note as
Shenxin Taxi Co., Other assets trust 1 Jun. 2012 31 Dec. 2014 200,485.17
Trade Investment follows
Ltd.
Co., Ltd.
Information of entrusting management/contracted
Unit: RMB Yuan
Trust / contract
Name of Type of the Initial date of Ending date of Pricing basis for
Name of trustee fee recognized in
entrusting entrusted/contract entrusting/ being entrusting/ being the trust / contract
/contractor the reporting
party/contractee ed assets contracted contracted fee
period
Notes of related-party trust / contract
In Nov. 2012, Shenzhen Foreign Economy & Trade Investment Co., Ltd. signed the Contract on Entrusting
Management of Stripped Assets and Liabilities with the Company’s subsidiary—Shenzhen Shenxin Taxi Co., Ltd.,
agreeing on changing to entrust Shenzhen Shenxin Taxi Co., Ltd. to clear, operate, manage and dispose the
stripped assets, for details, please refer to VI.2.3 Business Combination of Section X Financial Report. According
the above-mentioned contract, Shenzhen Shenxin Taxi Co., Ltd. paid RMB 313,000 of assets operating income to
Shenzhen Foreign Economy & Trade Investment Co., Ltd..
During the entrusting management period from 1 Jun. 2012 to 31 Dec. 2012, the stripped assets operating
situation as follows:
Item Amount
Revenue of sales 2,652,332.93
Cost of sales 63,253.89
Business tax and surcharges 148,530.64
Administrative expenses 2,173,234.83
Total profits 267,313.57
Income taxes expenses 66,828.39
Net profits 200,485.18
177
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Note: the administrative expenses included RMB 313,000 of assets operating income paid to Shenzhen Foreign
Economy & Trade Investment Co., Ltd..
(3) Information of related-party lease
Rental situation of the Company
Unit: RMB Yuan
Rental income
Category of the Pricing basis for
Name of lessor Name of lessee Initial date Ending date recognized in the
leased assets the rental income
reporting period
Lease situation of the Company
Unit: RMB Yuan
Rental income
Category of the Pricing basis for
Name of lessor Name of lessee Initial date Ending date recognized in the
leased assets the rental income
reporting period
Notes of related-party lease
(4) Information of related-party guarantee
Unit: RMB Yuan
Whether the
guarantee was
Guarantor Secured party Guarantee amount Initial date Due date
accomplished or
not
ShenZhen Properties
Shenzhen
& Resources
Huangcheng Real 200,000,000.00 29 Mar. 2012 29 Mar. 2013 No
Development
Estate Co., Ltd.
(Group) Ltd.
ShenZhen Properties
Shenzhen
& Resources
GUOMAO Vehicles 60,000,000.00 28 Apr. 2012 28 Apr. 2013 No
Development
Industry Co., Ltd.
(Group) Ltd.
ShenZhen Properties
Shenzhen
& Resources
GUOMAO Vehicles 20,000,000.00 11 May 2012 11 May 2013 No
Development
Industry Co., Ltd.
(Group) Ltd.
Shenzhen
Huangcheng Real Shenzhen
Estate Co., Ltd., GUOMAO Vehicles 40,000,000.00 29 Mar. 2012 29 Mar. 2013 No
Shenzhen Shenxin Industry Co., Ltd.
Taxi Co., Ltd.
Shenzhen Shenzhen
24,200,000.00 11 Jan. 2012 10 Jan. 2015 No
GUOMAO Motor GUOMAO Vehicles
178
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Rent Co., Ltd. Industry Co., Ltd.
Shenzhen Shenzhen
GUOMAO Vehicles GUOMAO Motor 40,000,000.00 27 Jul. 2012 18 Apr. 2013 No
Industry Co., Ltd. Rent Co., Ltd.
Notes:
The Company and its subsidiaries didn’t provide guarantees for other companies beyond the range of consolidated
financial statements. The above guarantees are those the Company and its subsidiaries provided to each other.
(5) Related-party call loan
Unit: RMB Yuan
Related party Amount of call loan Initial date Due date Note
Loan from banks and other financial institutions
Lending to banks and other financial institutions
(6) Information about assets transfer, debt reorganization of related parties
Unit: RMB Yuan
Pricing method Reporting period Same period of last year
Type of and
related Content of the decision-making
Related party Proportio Proportio
party transaction procedures for Amount Amount
n (%) n (%)
transaction the related-party
transaction
(7) Other related-party transaction
A. Entrusted loans of related parties Unit: RMB Ten Thousand
Name of Name of Borrower Annual Closing Amount of Amount of Closing Interest paid
entrusting entrusted interest rate amount of loan payment in amount of in the
party party （%） loan borrowed in the reporting loan reporting
the reporting period period
period
Shenzhen Shenzhen Shenzhen 6.9544 4,000.00 4,000.00 269.73
Investment Jingtian GUOMAO
Holdings Sub-branch Vehicles
Co., Ltd. of China Industry Co.,
Everbright Ltd.
Bank
Shenzhen Shenzhen Shenzhen 6.9544 25,000.00 25,000.00 1,644.27
Investment Jingtian Huangcheng
Holdings Sub-branch Real Estate
Co., Ltd. of China Co., Ltd.
179
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Everbright
Bank
Shenzhen Shenzhen Shenzhen 6.9544 20,000.00 20,000.00 1,348.63
Investment Jingtian Huangcheng
Holdings Sub-branch Real Estate
Co., Ltd. of China Co., Ltd.
Everbright
Bank
Total —— 49,000.00 25,000.00 24,000.00 3,262.63
Note 1: The entrusted loan of RMB 40 million for Shenzhen GUOMAO Vehicles Industry Co., Ltd. was the credit
loan originally. After the expiry on 39 Mar. 2012, Shenzhen GUOMAO Vehicles Industry Co., Ltd. extent the
period of the entrusted loan by mortgaging Room 2701, Huangcheng Plaza Building and Room 2901 and 3101,
Huangcheng Plaza Building owned by the Company’s subsidiary of Shenzhen Huangcheng Real Estate Co., Ltd.
as well as pledging 120 Taxi Operating Licenses owned by the Company’s subsidiary of Shenzhen Shenxin Taxi
Co., Ltd., and the annual loan interest rate increased from 5.7767% to 6.9554%.
Note 2: The entrusted loan of RMB 0.2 billion for Shenzhen Huangcheng Real Estate Co., Ltd. was the credit loan
originally. After the expiry on 39 Mar. 2012, the Company extent the period of the entrusted loan by mortgaging
the five houses located at Guomao Plaza (Phase II), Nanhu Road, Luohu District, Shenzhen; 105 houses located at
Guomao Commercial Building, Nanhu Road, Luohu District, Shenzhen; 19/F Tian’an International Building,
Renmin South Road, Luohu District, Shenzhen; 7 houses located at Small Commodity Market, Peace New Home,
Chuanbu Street, Heping Road, Luohu District, Shenzhen and 1-7/F, Peace Hotel, Heping Road, Luohu District,
Shenzhen, and the annual loan interest rate increased from 5.7767% to 6.9554%.
B. Assets replacement
In Sept. 2010, in order to perform the commitments made in the equity splitting reform, the Company signed the
Agreement on Assets Replacement with the controlling shareholder Shenzhen Investment Holdings Co., Ltd., at
which the Company swapped in No. T102-0237 land in Moon Bay held by the Shenzhen Investment Holdings Co.,
Ltd. and 100% equities of Shenxin Taxi Co., Ltd. (hereinafter referred to as “Shenxin Company”) (the equity of
Shenxin Company after stripping partial assets and liabilities in accordance with STKH [2010] No. 103) with part
of properties (hereinafter referred to as “swap-out assets”) held by the Company and its wholly-owned subsidiary
Shenzhen Huangcheng Real Estate Co., Ltd..
As of 31 May 2012, except for the stripped assets had not stripped out from Shenxin Company substantially (for
details about the stripped assets, please refer to the VI. Business Combination of Section X. Financial Report), the
other assets involved in the assets replacement had been completed the delivery and transfer procedures, with the
details as follows:
1. The Company delivered the swap-out assets on 31 May 2012 to Shenzhen Investment Holdings Co., Ltd., with
relevant situation as follows:
Accounting account Appraisal value 31 May 2012
Construction
No. Name of asset Statement on the base date Original book
area（m2） Sub-item Book value
item of replacement value
Annex property Completed
1 18,838.14 Inventories 206,155,646.00 168,382,821.16 168,382,821.16
of Huangcheng development
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Plaza products
Annex property
Investment Housing and
2 of Huangyuyuan 2,703.04 36,491,040.00 26,154,921.97 19,473,956.81
property building
Area A
Annex property Completed
3 of Huangyuyuan 3,133.27 Inventories development 37,837,343.00 15,346,340.13 15,346,340.13
Area B products
Housing and
Property of 8,735.97 Fixed assets 15,357,630.00 5,552,847.49 4,357,131.16
building
4 Danshui Property
Investment Housing and
Town 5,139.63 10,721,620.00 3,266,903.01 2,563,426.76
property building
306,563,279.00 218,703,833.76 210,123,676.02
Note: The appraisal value was made on the base date of replacement as 31 May 2010.
1. The appraisal value of the swap-in asset T102-0237 Land in Moon Bay on the base date of replacement was
RMB 270,894,484.00, which had been transferred to the Company by Shenzhen Investment Holdings in Jul. 2011;
and the appraisal value of the stripped 100% equity of Shenxin Company on the base date of replacement was
RMB 33,195,948.77, which had been transferred to the Company by Shenzhen Investment Holdings on 25 May
2012, so the Company decided 31 May 2012 as the combination date, and the net asset of Shenxin Company after
stripping out on the combination date was RMB 12,877,260.98.
2. The difference of consideration between the swap-in asset and the swap-out asset was RMB 2,472,846.23,
which had been paid to the Company by Shenzhen Investment Holdings Co., Ltd..
3. The items added in the Income Statement for the reporting period due to assets replacement are as follows:
Item of the Income Statement Amount
Revenue of sales 280,484,029.00
Cost of sales 203,235,723.63
Business taxes and surcharges 28,421,402.65
Non-operating expenses 1,382,794.36
Total profits 47,444,108.36
Income taxes expenses 12,448,068.19
Net profits 34,996,040.17
Then the implementation work on assets replacement & significant related-party transactions had been totally
completed.
C. Remuneration of key management staffs
The total remuneration (including personal income taxes) paid for the key management staffs in the reporting
period was RMB 6,120,300; while the total remuneration (including personal income taxes) paid for the key
management staffs in last period was RMB 6,016,000.
6. Amounts due from/to related parties
Amount due from related parties
Unit: RMB Yuan
Item Related party Closing balance Opening balance
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Provision for bad Provision for bad
Book balance Book balance
debts debts
Shenzhen GUOMAO
Other accounts receivable Tian’an Properties 9,705,931.45 9,705,931.45
Co., Ltd
Anhui Nanpeng
Other accounts receivable 7,648,160.00 7,648,160.00 7,677,728.00 7,677,728.00
Papermaking Co., Ltd
Shenzhen GUOMAO
Other accounts receivable Industrial 2,351,652.48 2,351,652.48 2,551,652.48 2,551,652.48
Development Co., Ltd
Shenzhen Wufang
Other accounts receivable Pottery & Porcelain 1,747,264.25 1,747,264.25 1,747,264.25 1,747,264.25
Industrial Co., Ltd
Shenzhen Guesthouse
Other accounts receivable 909,960.40 909,960.40 909,960.40 909,960.40
Restaurant
Shenzhen Investment
Accounts receivable 415,302.14 12,459.06 156,217.34 4,686.52
Holdings Co., Ltd.
Amount due to related parties
Unit: RMB Yuan
Item Related party Closing balance Opening balance
Shenzhen Jifa Warehouse Co.,
Other payables 19,545,808.00 15,545,808.00
Ltd
Shenzhen Tian’an
International Building
Other payables 1,500,000.00
Property Management Co.,
Ltd
Shenzhen GUOMAO Tian’an
Other payables 13,500,000.00
Properties Co., Ltd
Shenzhen Investment
Other payables 271,065,981.63
Holdings Co., Ltd.
Shenzhen Investment
Accounts payable 703,821.38
Holdings Co., Ltd.
Shenzhen Investment
Short-term borrowings 240,000,000.00 490,000,000.00
Holdings Co., Ltd.
X. Share-based Payment
1. Overview of share-based payment
Unit: RMB Yuan
Note:
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2. Information of equity-settled share-based payment
Unit: RMB Yuan
Note:
3. Information of cash-settled share-based payment
Unit: RMB Yuan
Note:
4. Information of share-based payment service
Unit: RMB Yuan
5. Modification, termination of share-based payment
XI. Contingency
1. Contingent liabilities and its financial effect arising from unsettled litigation or arbitration
(1) In 1993, the Company signed Right of Development Transfer Contract of Jiabin Building (name of Jiabin
Building has been changed to Jinlihua Commercial Plaza) with Shenzhen Haibin Property Development Co., Ltd.
(name of which has been changed to Shenzhen Jiyong Property Development Co., Ltd., hereinafter referred to as
Jiyong Company). In January 1999, Jiyong Company sued the company to Guangdong Higher People’s Court
(hereinafter referred to as “Guangdong Higher Court”) for termination of the transfer contract and refund of the
transfer consideration and construction payment paid on the ground that the area of premises was in discrepancy
with the contract. With respect to this, the Company counterclaimed the opposing party to pay back the rest
transfer consideration and applied for sealing up their property with an area of 28,000 square meters.
On July 29, 2001, Guangdong Higher Court issued Civil Court Judgment YGFM (1999) No. 3 (hereinafter
referred to as Judgment No. 3) to judge that ① the Company should transfer the title of land use right specified
in the transfer contract to Jiyong Company within 30 days from the date the judgment taking into effect and ②
Jiyong Company should pay off the transfer consideration amounting to RMB143, 860,000.00 within 60 days
from the date the Company transferred the title of land use right. On November 27, 2001, the Company applied to
Guangdong Higher Court for forcible execution, however Guangdong Higher Court adjudicated to release the
sealing property of Jiyong Company approximately 10,000 square meters since Industrial & Commercial Bank of
China Zhejiang Branch disagree to seal the properties.
In January 2006, Guangdong Higher Court issued Civil Court Judgment YGFZ (2002) No. 1 and adjudicated
because that ① the Company has not yet transferred the title of land use right specified in the transfer contract to
Jiyong Company and ② Jiyong Company cannot provide other properties available for execution and the
Company also cannot provide the property available for execution, the second judgment of the Judgment No. 3 -
“Jiyong Company should pay off the transfer consideration amounted RMB143,860,000 within 60 days from the
date the Company transferred the title of land use right” is terminated for execution. When the conditions causing
termination for execution of the second judgment are eliminated, the second judgment should still be executed.
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In March 2006, according to the ordain of Guangdong Higher People’s Court, the properties in Jiabin Building
that have been sealed up in this case have been released automatically. On September 2009, company received
YGFZ (2002) No. 1-1 Resume Execution Notice from Guangdong Province Higher Court claimed to resume
execution the case that the transfer money owed by Jiyong company about Jiabin building project.
In October 2009, the Company received (Verdict YGFZ (2002) No. 1-2) from Guangdong Higher Court. The
verdict claimed: The resume execution of this case is according to the "The requirements for the Guangdong
Higher Court to concentrate the implementation of accumulated cases" Through the investigation conducted by
Guangdong Higher Court to Shenzhen department of motor vehicles, Shenzhen Securities Registration and
Settlement Organizations, Shenzhen Land resources and real estate administration and the opening bank of the
executed party, the executed party – Jiyong Company does not have any executable property. For these,
Guangdong Higher Court adjudicated : ① Terminate the executive procedure of Verdict YGFZ (2002) No. 1; ②
When the execution conditions are satisfied, the applicant can apply for resume execution.
In April 2012, the Company raised the subrogation right lawsuit to Shenzhen Luohu District People's Court, based
on the creditor’s right for Jiyong Company decided by the Civil Ruling Paper YGFMC (1999) No. 3, prosecuting
the obligor of Jiyong Company—Shenzhen Zongli Investment Co., Ltd. (hereinafter referred to as “Zongli
Company”), which was required to compensate for the Company within its debt range for Jiyong Company.
Meanwhile, due to it was highly similar in the management level of Shenzhen Huaneng-Jindi Property Co., Ltd.
(hereinafter referred to as “Huaneng-Jindi Company”) and Zongli Company, the Company believed that there was
significant related-party relationship between Huaneng-Jindi Company and Zongli Company, therefore, the
Company also prosecuted Huaneng-Jindi Company, which was required to undertake the joint liability for the
debts born by Zongli Company. On 7 Jan. 2013, Luohu District People’s Court open for the case, and now it is to
wait for the ruling.
(2) In June 2004, Shenzhen Meisi Industrial Co., Ltd. (hereinafter referred to as “Meisi Company”) prosecuted
Shenzhen Luohu Economic Development Co., Ltd and the Company to Shenzhen Intermediate People’s
Court(hereinafter refered to as “Shenzhen Intermediate Court”) for illegal use of land owned by Meisi Company
and request for ceasing the infringing act and receiving a compensation amounted RMB 8 million. In March 2005,
Shenzhen Intermediate Court issued Civil Ruling Paper SZFMCZ (2004) No. 108 and adjudicated that the
Company should return the land with an area of 4,782 square meters to Meisi Company within 3 months and other
claims of Meisi Company were overruled. The Company refused to accept the verdict and appealed to Guangdong
Higher Court. On November 25, 2005, Guangdong Higher Court adjudicated that the Civil Ruling Paper
SZFMCZ (2004) No. 108 issued by Shenzhen Intermediate Court should be cancelled and the prosecution of
Meisi Company were overruled.
During the process of trial of second instance, Meisi Company applied to Registration Center for Property of Real
Estate of Shenzhen Municipality for revoking Property Ownership Certificates SFDZ No. 3000320987 and No.
300119899 owned by the Company. On July 7, 2005, Registration Center for Property of Real Estate of Shenzhen
Municipality issued the reply of SFDH (2005) No. 84 to Meisi Company and judged that aforesaid certificates are
legal and effective and should not be revoked. Meisi Company disagreed with this judgment and applied the
administrative reconsideration to the People's Government of Shenzhen Municipality. On October 8, 2005, the
People's Government of Shenzhen Municipality issued Decision on Administrative Reconsideration SFFJ (2005)
No. 294 and judged that aforesaid 2 certificates were registered illegally and should be revoked, reply of SFDH
(2005) No. 84 was canceled accordingly.
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The Company refused to accept Decision on Administrative Reconsideration SFFJ (2005) No. 294 and prosecuted
an administrative litigation to Shenzhen Intermediate Court on October 20, 2005. Shenzhen Intermediate Court
issued Administrative Judgment SZFXCZ (2005) No. 23 and adjudicated that Decision on Administrative
Reconsideration SFFJ (2005) No. 294 is sustained. The Company disagreed with this administrative judgment and
appealed to Guangdong Higher Court on August 2, 2006. Guangdong Higher Court issued Administrative
Judgment YGFXZZ (2006) No. 154 in which the appeal was rejected and Administrative Judgment SZFXCZ
(2005) No. 23 was sustained. According to this Judgment, Shenzhen Municipal Bureau of Land Resources and
Housing Management would reconsider the request of Meisi Company to revoke the Property Ownership
Certificates SFDZ No. 3000320987 and No. 3000119899 of the Company.
On May 15, 2007, Registration Center for Property of Real Estate of Shenzhen Municipality issued Decision on
Revoking the Property Ownership Certificates SFDZ No. 3000320987 and No. 3000119899 (SFZ (2007) No. 27).
Registration Center for Property of Real Estate of Shenzhen Municipality decided to revoke property ownership
certificates SFDZ No. 3000320987 and No. 3000119899 owned by the Company that indicating the ownership of
occupied property of Meilin Workshop, Comprehensive Building and the land use right of 11,500 square meters
and restore the registration of the ownership of occupied property of Meilin Workshop, Comprehensive Building
and the land use right of certificates of SFDZ No. 0103142 and No. 0103139. The Company had the ownership of
occupied property of Meilin Workshop, Comprehensive Building and the land use right of 11,500 square meters
according to original property ownership certificates.
On July 9,2007, the Company applied the administrative reconsideration to the Administrative Reconsideration
Office of the People's Government of Shenzhen Municipality, which considered that those action that Registration
Center for Property and Real Estate of Shenzhen Municipality revoked property ownership certificate SFDZ No.
3000320987 and No. 3000119899 owned by the Company and restore the registration of Meilin Workshop,
Comprehensive Building and land use right violated the provisions of the Decision on Strengthening Land Market
Management and further Enlivening and Standardizing Real Estate Market (SF (2001) No. 94) promulgated by
People’s Government of Shenzhen Municipality, and requested People’s Government of Shenzhen Municipality to
rescind the Decision. On September 6, 2007, the People's Government of Shenzhen Municipality issued Decision
on Administrative Reconsideration SFFJ (2007) No. 255 to sustain the administrative decision of Shenzhen
Municipal Bureau of Land Resources and Housing Management.
In November 2007, Shenzhen Municipal Bureau of Land Resources and Housing Management rejected the
application of Meisi Company for revoking Property Ownership Certificates SFDZ No. 0103142 and No.
0103139. Meisi Company prosecuted an administrative litigation to Shenzhen Futian People’s Court (hereinafter
referred as to “Futian Court”) to ask for revoking the administrative decision of Shenzhen Municipal Bureau of
Land Resources and Housing Management. The Company was involved as third party. Court session started on
January 8, 2008 with litigation number of (2008) SFFXCZ No. 10 (hereinafter referred as to “No.10 Case”). On
January 2008, Meisi Company prosecuted an administrative litigation to Futian Court for revoking the above
administrative decision of Shenzhen Municipal Bureau of Land Resources and Housing Management, revoking
Property Ownership Certificates SFDZ No. 0103142 and No. 0103139, and restoring the land use right to Meisi
Company with the litigation number of SFFX(2008) No. 70 (hereinafter referred as to “No.70 Case”). On May
2008, the Futian Court made adjudication to No. 70 Case in which the property ownership certificates SFDZ No.
0103142 and No. 0103139 owned by the Company were revoked and Shenzhen Municipal Bureau of Land
Resources and Housing Management were required to re-investigate the application of Meisi Company. The
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company, the Shenzhen Municipal Bureau of Land Resources and Housing Management as well as Meisi
Company refused to accept the verdict and made an appeal. On July 2008, the Company has received the
Administrative Ruling Paper from Futian Court in which the trial of No. 10 Case was terminated.
On December 2008, Shenzhen Intermediate Court issued the Administrative Ruling Paper SZFXZZ (2008) No.
223, in which the final adjudication of appeal No. 70 Case was made and the original verdict was sustained.
Moreover, the final adjudication stated that the controversy over the land use right in this case between Meisi
Company and the Company should be settled through civil procedures; the Bureau of Land Resources and
Housing Management of Shenzhen Municipality should not proceed the registration procedure until the
controversy is final settled.
On February 11, 2009, the Company received the Civil Complaint from Futian Court; Meisi Company has made a
civil prosecution against the Company and Shenzhen Luohu Commercial Development Co., Ltd. for the
confirmation of Meisi Company’s land use right and the buildings in original Property Ownership Certificates
SFDZ No., 0103142 and No., 0103139. Furthermore, Meisi Company requests that return of related land use right
and a compensation of RMB7.5 Million. The Company has submitted an objection to jurisdiction. On March 4,
2009, Futian Court sent the Notice to the Company to inform that this case has been transferred to Shenzhen
Intermediate Court for adjudication.
On 22 December 2009, the Company received court ruling delivered by the Guangdong Higher Court. After
investigated by Guangdong Higher Court, it is considered that the retrial application to Shenzhen Intermediate
Court Judgment SZFZ (2008) No. 223 by the company is complied to the law, and adjudicated: ① Arraign by
Guangdong Highest People's Court ② suspended the execution of the original verdict during the retrial.
On 15 Aug. 2011, the Company received the Administrative Ruling Paper (YGFSJZ Zi (2010) No. 8) from the
Guangdong Higher Court, which maintained the Administrative Ruling Paper (SZFXZ Zi (2008) No. 223), and it
believed that the dispute on the land ownership for both parties was civil right confirmation, and both parties
should find other legal way to solve.
The Company received the ruling of Shenzhen Medium People's Court in Oct. 2012, at which the court approved
legally Meisi Company’s application on canceling the lawsuit towards the Company. After receiving the above
ruling, due to the Administrative Ruling Paper SZFXZ Zi (2008) No. 223 had clearly ruled that the dispute on
Meilin land between the Company and Meisi Company should be settled through civil law procedures, therefore,
the Company raised the civil lawsuit to Meisi Company and Luojingfa Company, requiring to recognize the
ownership of the above involved land for the Company, and the court has accepted the above mentioned lawsuit.
Then, Meisi Company raised the counterclaim towards the Company, requiring to recognize its ownership of the
above involved land. And the two cases were combined for public trial on 1 Mar. 2013, and now it’s waiting for
ruling.
The Company believes that the land use right and ownership of above building should be legally confirmed to the
Company. The Company will secure its own legal rights through all legal means, and the above issues do not have
significant impact on the Company’s financial position.
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2. Contingent liabilities and its financial effect arising from loan guarantee offered to other companies
(1) The Company provided a joint-liability guarantee for the short-term loan of RMB 60 million borrowed by its
subsidiary—Shenzhen ITC Vehicle Industry Co., Ltd. from Bank of Shanghai Shenzhen Branch, and the closing
balance of the loan stood at RMB 60 million.
(2) The Company provided a joint-liability guarantee for the short-term loan of RMB20 million borrowed by its
subsidiary—Shenzhen ITC Vehicles Industry Co., Ltd. from Bank of Beijing Shenzhen Branch, and provided the
mortgage guarantee for the subsidiary by mortgaging its 39/F, 42/F and 2-07 room in Block B of Shenzhen
International Trade Center Plaza located at Renmin South Road, Luohu District, Shenzhen, and the closing
balance stood at RMB 20 million.
(3) Shenzhen ITC Vehicles Industry Co., Ltd., a subsidiary to the Company, obtained a long-term loan of RMB 26
million from PingAn Bank Co., Ltd. Shenzhen Branch by mortgaging 100 taxi operating license plates of
Shenzhen Guomao Car Rental Co., Ltd., and the closing balance stood at RMB 24.20 million of which RMB 8.55
million will be due within one year.
(4) Shenzhen ITC Vehicles Industry Co., Ltd., Shenzhen Huangcheng Real Estate Co., Ltd., and Shenzhen
Shenxin Taxi Co., Ltd., subsidiaries of the Company, asked Shenzhen Investment Holdings Co., Ltd. (trustee:
China Everbright Bank Shenzhen Jingtian Sub-branch) to make a time limit extension for RMB 40 million entrust
loan by mortgaging their properties, including Room 2701 in Huangcheng Plaza owned by Shenzhen ITC
Vehicles Industry Co., Ltd., Room 2901 and 3101 in Huangcheng Plaza owned by Shenzhen Huangcheng Real
Estate Co., Ltd. and 120 taxi operating license plates owned by Shenzhen Shenxin Taxi Co., Ltd., and the closing
balance stood at RMB 40 million.
(5) Shenzhen ITC Vehicles Industry Co., Ltd. provided a joint-liability guarantee for a short-term loan of RMB 40
million from Industrial Bank Shenzhen Branch by mortgaging 33 and 93 taxi operating license plates respectively
owned by Shenzhen ITC Car Rental Co., Ltd. and Shenzhen ITC Vehicles Industry Co., Ltd. which are
subsidiaries of the Company, and the closing balance stood at RMB 40 million.
(6) The Company asked Shenzhen Investment Holdings Co., Ltd. (trustee: China Everbright Bank Shenzhen
Jingtian Sub-branch) to make a time limit extension for trust loans borrowed by Shenzhen Huangcheng Real
Estate Co., Ltd. by mortgaging the Company’s properties of five houses located at ITC Plaza (Phase II), Nanhu
Road, Luohu District, Shenzhen, 105 houses located at International Trade Commercial Building, Nanhu Road,
Luohu District, Shenzhen, the entire 19th floor located at Tian’an International Building, Renmin South Road,
Luohu District, Shenzhen, 7 houses located at Hepingxinju small commodity market, Chuanbu Street, Heping
Road, Luohu District, Shenzhen and the 1st to 7th floor of Peace Hotel located at Heping Road, Luohu District,
Shenzhen, and the closing balance stood at RMB 200 million.
(7) Guarantee for the proprietors: The Company and its subsidiaries provided the commodity houses purchasers
with mortgage guarantee to the bank. Up to 31 Dec. 2012, the guarantee amount unsettled was RMB 25.48 million.
The guarantee is that the real estate developer provides petty proprietor with guarantee for purchasing of
commodity houses of the Company, which is a common phenomenon in this business.
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Other contingent liabilities and its financial effect:
Particulars about contingent assets as follows:
Bureau of Foreign Trade and Economic Cooperation of Hubei province Shenzhen branch (hereinafter referred as
to “Hubei FTEC Shenzhen branch”) sued the Company to Shenzhen Intermediate Court on July 2000 for
termination of the agreement between the Hubei FTEC Shenzhen branch and the Company about office property
of 4,000 square meters purchasing in Jiabing Building (now known as Jinlihua Commercial Plaza) and asked for
refund of purchase payment of RMB10.8 million and an indemnify of RMB18.6756 million on the ground of
delayed delivery. Guangdong Higher Court issued YGFMYZZ No. 90 judgment(hereinafter referred as to “No. 90
Judgement”) and adjudicated that the Company should refund the Hubei FTEC Shenzhen branch purchase
payment of RMB 10.8 million and related interests.
Hubei FTEC Shenzhen branch applied for the court to implement the case. At the end of January 2005,
Guangzhou Railway Transportation Intermediate Court (hereinafter referred to as “GRTIC” was appointed by
Guangdong Higher Court to execute the case of Hubei FTEC suing the Company. GRTIC had sent seizure
adjudication to liquidation team of Luohu Hotel to seal up the Company’s RMB 23 million of distributed
obligatory right in Luhu Hotel.
The Company rejected the adjudication of Guangdong Higher People’s Court and applied for retrial to the
Supreme People’s Court. In August 2005, the Supreme People’s Court issued (2004) MEJZ No.146-1 Civil
Judgment, adjudicating that Guangdong Higher People’s Court carried out retrial for this case and the original
judgment was suspended to be implemented during retrial period. On May 12, 2006, Guangdong Higher People’s
Court concluded retrial of No. 90 Judgment and maintained adjudication of No. 90 Judgment. The execution of
this case was resumed. Hubei FTEC Shenzhen branch asked GRTIC for payment and re-execution of interest
judgment during retrial period. Meanwhile, the Company applied for temporary respite. On June 30, 2006, GRTIC
issued (2004) GTZFZZ No. 225-4 Civil Judgment, adjudicating that: ① the application for temporary respite of
the Company was not adopted due to the lack of fact and legal basis; ②the application of Hubei FTEC Shenzhen
branch related to payment was in conformity with stipulations of law and GRTIC decided to remit the rest of
money to the account of Hubei FTEC Shenzhen branch after deducting execution fees from RMB 23 million; ③
Hubei FTEC Shenzhen branch’s application on asking repayment of interest during retrial period was not
supported; ④ Repayment duty of the Company confirmed by No. 90 Judgment was executed and finished
according to law; ⑤ No. 90 Judgment was terminated and executed. The Company had confirmed losses
according to the above adjudications and added the accounts receivable of Jiyong Company and withdrawn
provision for bad debt. The Company considered that there were errors in identified fact and applicable law of the
retrial adjudication from Guangdong Higher People’s Court and therefore applied for retrial in the Supreme
People’s Court. The Supreme People’s Court issued (2004) MEJZ No. 146-3 Civil Judgment in October 2007,
adjudicating that the Supreme People’s Court would execute retrial for this case. However, the Company revoked
the retrial appeal toward the Supreme Court after comprehensive considerations, and the Supreme Court approved
such cancel.
The 14th and 15th floors of Jiabin Building retuned by Hubei FTEC Shenzhen branch were possessed by the
Company legally after the Company had pay for housing compensation and interest. For the purpose of resolving
building property right problem and through investigation the Company found that the 14th and 15th floors of
Jiabin Building were registered under the name of Yinzhu Industrial Development Company of Western Zhuhai
(hereinafter referred to as “Zhuhai Yinzhu Company” by the means of filing registration. The Company submitted
civil action to Luohu Court on June 2008 to prosecute Zhuhai Yinzhu Company, ask the Court to confirm that the
Company was oblige of the 14th and 15th floors of Jiabin Building and judge that the 14th and 15th floors of
Jiabin Building was transferred to and registered under the name of the Company. Luohu Court accepted this case
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according to law with the case number of (2008) SLFMSCZ No. 1442. On July 21, 2008, the Court made public
hearing and presided over mediation for this case. The Company and Zhuhai Yinzhu Company reached a
settlement and Luohu Court issued Civil Mediation Agreement which mainly contained the following contents:
① the two parties agreed to return the 14th and 15th floors of Jiabin Building to plaintiff (the Company); ②
Defendant should assist plaintiff (the Company) to handle related procedures about transferring the above house
property to the name of the plaintiff. This Civil Mediation Agreement entered into force pursuant to the law. As of
the end of reporting year, the 14th and 15th floors of Jiabin Building were registered under the name of the
Company by Registration Center for Property of Real Estate of Shenzhen Municipality in the way of filing
registration.
Since Shenzhen Longyuan-Kaili-Hengfeng Real Estate Co., Ltd ( hereinafter as the “Longyuan-Kaili”) and
Shenzhen Huaneng-Jindi Property Co., Ltd.( hereinafter as the “Huaneng Property”) attempted to reconstruct
Jinlihua Commercial Plaza, the Company, the first administration directly under Shenzhen Urban Planning and
Land Resources Committee (hereinafter as the “SUPLRC”), Longyuan-Kaili and Huaneng Property signed SDHZ
(1992) No. 0228 Second Supplementary Agreement of Shenzhen Grant Contract of Land Use Right on March 3,
2011 which was shown as follows: ① SUPLRC agreed that the transferee for the right of use of the land with a
land parcel No. H206-0002 and an area of 6,892 square meters was changed to Longyuan-Kaili and Huaneng
Property; ② Longyuan-Kaili and Huaneng Property undertook all rights, responsibilities and liabilities of this
land parcel and straightened out the relationship of the transferred property on their own and assisted to handle
relevant procedures; ③ Longyuan-Kaili and Huaneng Property promised to resolve existing mortgage and
pre-seizure of this project, coped with all disputes arising from changes on transferee of right of use of this land
and assumed legal and economic responsibilities; ④ the property right of the 14th and 15th floors in this project
which belonged to commodity houses, were owned by the Company and Longyuan-Kaili and Huaneng Property
were responsible for the construction and decoration of this project according to harmonized standards on delivery
of building; ⑤ the period of use of land parcel was adjusted to 50 years from February 21, 2011 to February 20,
2061.
After signing the above agreements, the Company’s right on the 14th and 15th floors at Jinlihua Commercial
Plaza is affirmed. But due to the existing risks in delivery of this house property and acquisition of property
ownership certificate, great uncertainties exist in whether or not it will bring economic interests to the Company.
According to the related regulations of Accounting Standards for Business Enterprises, it does not match the
recognition criteria.
XII. Commitments
1. Significant commitments
Inapplicable
2. Fulfillment of previous commitments
Inapplicable
XIII. Events after the Balance Sheet Date
1. Notes of significant events after the Balance Sheet Date
Unit: RMB Yuan
Item Details Influence number on financial Reason for failing to estimate
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status and operating results the influence number
2. Notes of profit distribution after Balance Sheet Date
Unit: RMB Yuan
3. Notes of other events after Balance Sheet Date
A. The borrowing and repayment events after the balance sheet date:
(1) The Company’s subsidiary Shenzhen GUOMAO Vehicles Industry Co., Ltd. repaid the long-term loans of
RMB 300,000, RMB 750,000 and RMB 750,000 to Shenzhen Branch of Ping An Bank respectively on 9 Jan.
2013, 9 Feb. 2013 and 9 Mar. 2013.
(2) The Company’s subsidiary Dongguan Guomao Changsheng Real Estate Development Co., Ltd. gained the
long-term loans of RMB 2,220,000 and RMB 7,570,000 from Dongguan Branch of Bank of Communications
respectively on 11 Jan. 2013 and 28 Jan. 2013.
(3) The Company’s subsidiary Shenzhen GUOMAO Motor Rent Co., Ltd. repaid the long-term loan of RMB
916,700 to Shenzhen Shangbu Sub-branch of Shenzhen Development Bank Co., Ltd. (now renamed as Shenzhen
Fuhong Sub-branch of Ping An Bank Co., Ltd.) on 25 Feb. 2013.
(4) On 28 Mar. 2013, the Company’s subsidiary Shenzhen Huangcheng Real Estate Co., Ltd. and Shenzhen
GUOMAO Vehicles Industry Co., Ltd. extent the period of their entrusted loans of RMB 0.2 billion and RMB 40
million in Jingtian Sub-branch of China Everbright Bank respectively, with the due date after the extension as 27
Mar. 2014, the loan principal changed as the Company, and the entrusting party as the Company’s controlling
shareholder Shenzhen Investment Holdings Co., Ltd..
B. Profits Distribution Pre-plan
The Board of Directors of the Company approved its 2012 Annual Profits Distribution Pre-plan by voting on 28
Mar. 2013, at which the Company won’t conduct the profits distribution nor the capitalization of capital reserves.
And such pre-plan needs to be submitted to the Shareholders’ General Meeting of the Company for review and
approval.
XIV. Notes of other significant events
1. Exchange of non-monetary assets
For details, please refer to IX. Related parties and related-party transactions of Section X. Financial Report.
2. Debt reorganization
Inapplicable
3. Business combination
For details, please refer to VI. Business Combination of Section X. Financial Report.
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
4. Lease
Inapplicable
5. Closing financial instruments that externally issued and convertible into shares
Inapplicable
6. Assets and liabilities measured at fair value
Unit: RMB Yuan
Gains and losses Accumulated
Accrued
from the changes in changes in fair
Item Opening amount impairment in the Closing amount
fair value in the value recorded in
reporting period
reporting period equity
Financial assets
7. Foreign currency financial assets and liabilities
Unit: RMB Yuan
Gains and losses Accumulated
Accrued
from the changes in changes in fair
Item Opening amount impairment in the Closing amount
fair value in the value recorded in
reporting period
reporting period equity
Financial assets
8. Main content and significant changes of annuity plan
Inapplicable
9. Other
(1) The Company has accrued expense of the Jinlihua Plaza land VAT amounting to RMB 56,303,627.40 in the
previous financial year. According to the SGT (2001) No. 314 Document, unpaid or overdue land VAT could be
exempted. However, as the land use right has not been transferred, the Company will proactively proceed with the
exemption procedure of the Jinlihua Plaza land VAT of RMB 56,303,627.40, and will write off the accrued
expense of Jinlihua Plaza land VAT of RMB 56,303,627.40 when the Company receives the approval reply.
The Company has a receivable house payment of Jinlinhua Plaza from Shenzhen Jiyong Property Development
Co., Ltd, which amounted to RMB 98.6113 million. For that, a bad-debt provision of RMB 42.6113 million has
been made with the net amount being RMB 56 million.
(2) On 25 Nov. 2011, the proposal on liquidating Hainan Xinda Development Co., Ltd. (hereinafter referred to as
“Hainan Company”) was reviewed and approved at the 4th Session of the 7th Board of Directors. Hainan Company
191
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
was founded in 1988 as a wholly-owned subsidiary of the Company. At present, it has no development project or
land reserve. And it has recorded deficit for years. The Board of Directors once approved the proposal to transfer
Hainan Company as a whole in Jan. 2009. But the proposal could not proceed due to the policy factor and other
reasons. Currently, as a creditor, the Company started a judical proceeding to liquidate Hainan Company.
As of the end of the reporting period, Hainan Company was conducting the preparatory work on bankrupt
liquidation.
XV. Notes of main items in the financial statements of the Company
1. Accounts receivable
(1) Accounts receivable
Unit: RMB Yuan
Closing balance Opening balance
Book balance Provision for bad debts Balance Provision for bad debts
Category Propo
Proporti Proporti Proporti
Amount rtion Amount Amount Amount
on (%) on (%) on (%)
(%)
Accounts receivable with
significant single amount
and individually 101,447,889.05 98.1% 45,447,889.05 44.8% 101,447,889.05 97.45% 45,447,889.05 44.8%
withdrawn bad debt
provision
Accounts receivable for which bad debt provisions are made on the group basis
Group 2 1,908,314.21 1.85% 1,128,725.53 59.15% 2,603,890.77 2.5% 993,289.42 38.15%
Subtotal of the groups 1,908,314.21 1.85% 1,128,725.53 59.15% 2,603,890.77 2.5% 993,289.42 38.15%
Accounts receivable with
insignificant single
amount but individually 54,380.35 0.05% 54,380.35 100% 54,380.35 0.05% 54,380.35 100%
withdrawn bad debt
provision
Total 103,410,583.61 -- 46,630,994.93 -- 104,106,160.17 -- 46,495,558.82 --
Notes to category of accounts receivable:
Accounts receivable with significant single amount and individually withdrawn bad debt provision at period-end
√ Applicable □ Inapplicable
Unit: RMB Yuan
Withdrawal
Content of accounts receivable Book balance Bad debts provision Withdrawal reason
proportion
Involved in lawsuit,
referring to XI.1
Shenzhen Jiyong Properties & Resources
98,611,328.05 42,611,328.05 43.21% Contingent events of
Development Company
Section X. Financial
Report
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Uncollectible for a
Shenzhen Tewei Industry Co., Ltd. 2,836,561.00 2,836,561.00 100%
long period
Total 101,447,889.05 45,447,889.05 -- --
In the groups, accounts receivable adopting aging analysis method to withdraw bad debt provision:
√ Applicable □ Inapplicable
Unit: RMB Yuan
Closing balance Opening balance
Book balance Book balance
Aging
Proporti Bad debt provision Proporti Bad debt provision
Amount Amount
on (%) on (%)
Within 1 year
Including: -- -- -- -- -- --
Within 1 year
(including 1 38,135.00 2% 1,144.05 133,932.00 5.14% 4,017.96
year)
Subtotal for
those aging 38,135.00 2% 1,144.05 133,932.00 5.14% 4,017.96
within 1 year
2-3 years 1,228,539.62 47.18% 368,561.89
Over 3 years 1,870,179.21 98% 1,127,581.48 1,241,419.15 47.68% 620,709.57
3-4 years 1,228,539.62 64.38% 614,269.81 1,241,419.15 47.68% 620,709.57
4-5 years 641,639.59 33.62% 513,311.67
Total 1,908,314.21 -- 1,128,725.53 2,603,890.77 -- 993,289.42
In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision:
□Applicable √Inapplicable
In the groups, accounts receivable adopting other methods to withdraw bad debt provision:
□Applicable √Inapplicable
Accounts receivable with insignificant single amount but individually withdrawn bad debt provision at
period-end:
√Applicable □Inapplicable
Unit: RMB Yuan
Content of accounts
Book balance Bad debts provision Withdrawal proportion Withdrawal reason
receivable
Luohu Economic Uncollectible for a long
54,380.35 54,380.35 100%
Development Company period
Total 54,380.35 54,380.35 -- --
(2) Information of accounts receivable reversed or recovered in the report period
Unit: RMB Yuan
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Withdrawal amount of
Content of accounts Reason for reversal or Basis on recognition of Reversed or recovered
bad debt provision before
receivable recovery provision for bad debts amount
the reversal or recovery
The withdrawal of bad debt provision of accounts receivable with significant single amount or insignificant single
amount but individually made impairment test at the end of report period:
Content of accounts Withdrawal proportion
Book balance Amount of bad debts Reason
receivable (%)
Notes to accounts receivable with insignificant single amount but large risks of groups after grouping by credit
risks characteristics:
(3) Information of accounts receivable that written off in the report period
Unit: RMB Yuan
Whether arising
Name of company Nature Date Amount Reason from related-party
transaction or not
Notes:
There was no accounts receivable that written off in the report period.
(4) Information of shareholders with more than 5% (including 5%) of the voting shares of the Company in
accounts receivable in report period
Unit: RMB Yuan
Closing balance Opening balance
Name of entity Provision for bad
Book balance Book balance Provision for bad debts
debts
(5) Nature or content of other accounts receivable with significant amount
The other accounts receivable with significant amount was mainly RMB 98,611,328.05 of project accounts
receivable due from Shenzhen Jiyong Properties & Resources Development Company
(6) Top five accounts receivable
Unit: RMB Yuan
Name of company Relationship Amount Term Proportion (%)
Shenzhen Jiyong
Properties & Resources Non-related party 98,611,328.05 Over five years 95.36%
Development Company
Shenzhen Tewei Industry
Non-related party 2,836,561.00 Over five years 2.74%
Co., Ltd.
Tianhong Shopping Plaza
Non-related party 1,870,179.21 3-4 years 1.81%
Co., Ltd.
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Total -- 103,318,068.26 -- 99.91%
(7) Accounts receivable due from related parties
Unit: RMB Yuan
Name of entity Relationship Amount Proportion (%)
(8)
RMB 000 was transferred from the accounts receivable not meeting the conditions of termination
recognition.
(9) If securitization is carried out on accounts receivable as the underlying asset, please brief on the
arrangement of relevant transactions.
2、Other accounts receivable
（1）Other accounts receivable
Unit: RMB Yuan
Closing balance Opening balance
Provision for bad
Book balance Provision for bad debts Book balance
debts
Category
Propo Propo Propo Propo
Amount rtion Amount rtion Amount rtion Amount rtion
(%) (%) (%) (%)
Other accounts receivable
with significant single
77.44 84.94 80.05
amount and individually 236,213,999.72 23.9% 182,918,860.23 235,934,964.21 188,864,152.75
% % %
withdrawn bad debt
provision
Other accounts receivable for which bad debt provisions are made on the group basis
74.82
Group 1 739,478,916.64 19,553,302.91 7.04%
%
97.15
Group 2 10,179,715.93 1.03% 9,889,835.47 19,873,081.80 7.15% 19,595,836.60 98.6%
%
75.85 14.19
Subtotal of the groups 749,658,632.57 9,889,835.47 1.32% 39,426,384.71 19,595,836.60 49.7%
% %
Other accounts receivable
with insignificant single
amount but individually 2,421,326.23 0.25% 2,421,326.23 100% 2,421,326.23 0.87% 2,421,326.23 100%
withdrawn bad debt
provision
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Total 988,293,958.52 -- 195,230,021.93 -- 277,782,675.15 -- 210,881,315.58 --
Notes of category:
Other accounts receivable with significant single amount and individually withdrawn bad debt provision at
period-end:
√Applicable □Inapplicable
Unit: RMB Yuan
Content of other accounts Withdrawing proportion
Book balance Bad debt amount Reason
receivable （%）
Shum Yip Properties Uncollectible for a long
99,803,433.49 46,508,294.00 46.6%
Development Co., Ltd. period
Payment for discharging
Gintian Industry (Group) of guaranty responsibility
56,600,000.00 56,600,000.00 100%
Co., Ltd that was difficult to be
recollected
Hainan Xinda Uncollectible for a long
49,262,784.25 49,262,784.25 100%
Development Co., Ltd period
Anhui Nanpeng Uncollectible for a long
7,648,160.00 7,648,160.00 100%
Papermaking Co., Ltd period
Shenzhen Shengfenglu, There is no asset to
GUOMAO Jewel & Gold 6,481,353.60 6,481,353.60 100% execute the verdict, thus
Co., Ltd lead to uncollectibility
Shanghai Yutong Real
Uncollectibility for the
estate development Co., 5,676,000.00 5,676,000.00 100%
reason of verdict
Ltd
HongKong Yueheng
3,271,837.78 3,271,837.78 100% Has been liquidated
Development Co., Ltd
Dameisha Tourism
2,576,445.69 2,576,445.69 100% Suspended project
Center
Shenzhen GUOMAO
Industrial Development 2,351,652.48 2,351,652.48 100% The company is insolvent
Co., Ltd
Elevated Train Project 2,542,332.43 2,542,332.43 100% Suspended project
Total 236,213,999.72 182,918,860.23 -- --
In the groups, other accounts receivable adopting aging analysis method to withdraw bad debt provision:
√ Applicable □ Inapplicable
Unit: RMB Yuan
Aging Closing balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
196
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Proporti Proporti
Amount Amount
on (%) on (%)
Within 1 year
Including: -- -- -- -- -- --
Within 1 year
(including 1 290,732.42 2.86% 8,721.97 276,670.84 1.39% 8,300.12
year)
Subtotal for
those aging 290,732.42 2.86% 8,721.97 276,670.84 1.39% 8,300.12
within 1 year
1-2 years 8,037.68 0.08% 803.77 5,058.09 0.03% 505.81
2-3 years 458.09 0% 137.43 5,310.25 0.03% 1,593.08
Over 3 years 9,880,487.74 97.06% 9,880,172.30 19,586,042.62 98.55% 19,585,437.59
3-4 years 310.25 0% 155.13 801.57 0% 400.79
4-5 years 801.57 0.01% 641.25 1,021.23 0.01% 816.98
Over 5 years 9,879,375.92 97.05% 9,879,375.92 19,584,219.82 98.54% 19,584,219.82
Total 10,179,715.93 -- 9,889,835.47 19,873,081.80 -- 19,595,836.60
In the groups, other accounts receivable adopting balance percentage method to withdraw bad debt provision:
□Applicable √Inapplicable
In the groups, other accounts receivable adopting other methods to withdraw bad debt provision:
□Applicable √Inapplicable
Other accounts receivable with insignificant single amount but individually withdrawn bad debt provision at
period-end:
√ Applicable □ Inapplicable
Unit: RMB Yuan
Content of other accounts
Book balance Bad debts provision Withdrawal proportion Withdrawal reason
receivable
Shenzhen Wufang Poor operation status
Pottery & Porcelain 1,747,264.25 1,747,264.25 100%
Industrial Co., Ltd
Compensation for Shidai Owner unable to repay
new residence mortgage 601,762.21 601,762.21 100% the loan
guarantee in ABC
Zhanjiang Shenzhen Real
Insolvency thus
Estate Development Co., 53,478.77 53,478.77 100%
Ltd. uncollectible
Meilin Synthetic Fibre
Uncollectible for a long
Company 11,000.00 11,000.00 100%
period
Others
7,821.00 7,821.00 100% Uncollectible for a long
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
period
Total 2,421,326.23 2,421,326.23 -- --
(2) Information of other accounts receivable reversed or recovered in the reporting period
Unit: RMB Yuan
Withdrawal amount of
Content of other accounts Reason for reversal or Basis on recognition of Reversed or recovered
bad debt provision before
receivable recovery provision for bad debts amount
the reversal or recovery
Offset of the creditors’
Shenzhen GUOMAO
right and liabilities for Estimated to be
Industrial Development Co., 2,551,652.48 200,000.00
Longhua property uncollectible
Ltd
project
Increase of the value
Shum Yip Properties Uncollectible for a long
of land to be 52,708,792.73 6,200,498.73
Development Co., Ltd. period
developed
Total -- -- 55,260,445.21 --
The withdrawal of bad debt provision of other accounts receivable with significant single amount or insignificant
single amount but individually made impairment test at the end of report period:
Unit: RMB Yuan
Content of other Withdrawal proportion
Book balance Amount of bad debts Reason
accounts receivable (%)
Notes to other accounts receivable with insignificant single amount but large risks of groups after grouping by
credit risks characteristics:
(3) Information of the write-off other accounts receivable
Unit: RMB Yuan
Whether arising from
Name of company Nature Date of written off Amount Reason related-party
transactions
Notes:
There was no write-off other accounts receivable during the reporting period.
(4) The other accounts receivable due from shareholders with more than 5% (including 5%) of the voting
shares of the Company in the reporting period
Unit: RMB Yuan
Closing balance Opening balance
Name of entity Withdrawal amount of Withdrawal amount
Book balance Book balance
bad debts of bad debts
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(5) Nature or content of other accounts receivable with significant amount
The Company’s other accounts receivable with significant amount are mainly the current accounts receivable due
from subsidiaries and RMB 56,600,000.00 of guarantee litigation accounts receivable due from Gintian Industry
(Group) Co., Ltd..
(6) Top five other accounts receivable
Unit: RMB Yuan
Name of company Relationship Amount Term Proportion (%)
PRD Yangzhou Real
Estate Development Co., Subsidiary 633,632,910.60 Within one year 64.11%
Ltd.
Shum Yip Properties
Subsidiary 99,803,433.49 Over five years 10.1%
Development Co., Ltd.
PRD Group
XuzhouDapeng Real
Subsidiary 61,732,422.13 Within one year 6.25%
Estate Development Co.,
Ltd
Gintian Industry (Group)
Non-related party 56,600,000.00 Over five years 5.73%
Co., Ltd
Hainan Xinda
Subsidiary 49,262,784.25 Within three years 4.98%
Development Co., Ltd
Total -- 901,031,550.47 -- 91.17%
(7) Other account receivable due from related parties
Unit: RMB Yuan
Name of company Relationship Amount Proportion (%)
PRD Yangzhou Real Estate
Subsidiary 633,632,910.60 64.11%
Development Co., Ltd.
Shum Yip Properties
Subsidiary 99,803,433.49 10.1%
Development Co., Ltd.
PRD Group XuzhouDapeng
Real Estate Development Subsidiary 61,732,422.13 6.25%
Co.,Ltd
Hainan Xinda Development
Subsidiary 49,262,784.25 4.98%
Co., Ltd
Shenzhen GUOMAO Property
Subsidiary 37,283,443.62 3.77%
Management Co., Ltd.
Anhui Nanpeng Papermaking
Associated enterprise 7,648,160.00 0.77%
Co., Ltd
Shenzhen GUOMAO Food Subsidiary 4,183,868.40 0.42%
199
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Co., Ltd
Shenzhen GUOMAO
Industrial Development Co., Associated enterprise 2,351,652.48 0.24%
Ltd
Shenzhen Wufang Pottery &
Subsidiary 1,902,094.59 0.19%
Porcelain Industrial Co., Ltd
Shenzhen International Trade
Associated enterprise 1,747,264.25 0.18%
Plaza
Zhanjiang Shenzhen Real
Subsidiary 744,177.30 0.08%
Estate Development Co., Ltd
Shenzhen GUOMAO
Industrial Development Co., Subsidiary 53,478.77 0.01%
Ltd
(8)
RMB000 was transferred from the other accounts receivable not meeting the conditions of termination
recognition.
(9) If securitization is carried out on the other accounts receivable as the underlying asset, please brief on
the arrangement of relevant transactions.
3. Long-term equity investments
Unit: RMB Yuan
Explanati
ons on
Withdraw
difference
al amount
s between
of Cash
Sharehold Voting sharehold Provision
Accounti Initial impairme bonus in
The Opening Increase/ Closing ing right ing for
ng investmen nt the
investee balance decrease balance Proportio Proportio proportio impairme
method t cost provision reporting
n n n and nt loss
in the period
voting
reporting
right
period
proportio
n
Shenzhen
Jifa Equity 30,645,05 27,357,06 811,006.9 28,168,07
50% 50%
Warehous method 6.04 4.04 4 0.98
e Co., Ltd
Shenzhen
GUOMA Equity 23,186,12 35,403,80 1,844,080 37,247,88
50% 50%
O Tian’an method 4.00 6.83 .22 7.05
Properties
200
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Co., Ltd
Shenzhen
Tian’an
Internatio
nal
Equity 1,500,000 3,040,469 490,722.5 3,531,192
Building 50% 50%
method .00 .53 9 .12
Property
Managem
ent Co.,
Ltd
Shenzhen
GUOMA
O Cost 29,850,00 29,850,00 29,850,00
90% 90%
Vehicles method 0.00 0.00 0.00
Industry
Co., Ltd.
Hainan
Xinda
Cost 20,000,00 20,000,00 20,000,00 20,000,00
Develop 100% 100%
method 0.00 0.00 0.00 0.00
ment Co.,
Ltd
Shenzhen
Property
and Real
Cost 30,950,00 30,950,00 30,950,00
Estate 100% 100%
method 0.00 0.00 0.00
Develop
ment Co.,
Ltd.
Shenzhen
Huangche
Cost 28,500,00 28,500,00 28,500,00
ng Real 95% 95%
method 0.00 0.00 0.00
Estate
Co., Ltd.
Shenzhen
GUOMA
O
Cost 20,000,00 20,000,00 20,000,00
Property 95% 95%
method 0.00 0.00 0.00
Managem
ent Co.,
Ltd.
Shenzhen Cost 33,195,94 12,877,26 12,877,26
100% 100%
Shenxin method 8.77 0.98 0.98
201
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Taxi Co.,
Ltd.
Shenzhen
GUOMA Cost 1,600,000 1,600,000 1,600,000 1,600,000
80% 80%
O Food method .00 .00 .00 .00
Co., Ltd
Shenzhen
Property
Construct
Cost 3,000,000 3,000,000 3,000,000
ion 100% 100%
method .00 .00 .00
Supervisi
on Co.,
Ltd
Shenzhen
Internatio Cost 12,000,00 12,000,00 12,000,00 12,000,00
100% 100%
nal Trade method 0.00 0.00 0.00 0.00
Plaza
Shenzhen
Real Cost 1,380,000 1,380,000 1,380,000
100% 100%
Estate method .00 .00 .00
Exchange
Shensan Cost
17,695.09 17,695.09 17,695.09 17,695.09
Co., Ltd. method
Zhanjiang
Shenzhen
Real
Cost 2,530,000 2,530,000 2,530,000 2,530,000
Estate 100% 100%
method .00 .00 .00 .00
Develop
ment Co.,
Ltd
Shum Yip
Properties
Cost 15,834,00 15,834,00 15,834,00 15,834,00
Develop 100% 100%
method 0.00 0.00 0.00 0.00
ment Co.,
Ltd.
Shenzhen
Wufang
Pottery & Cost 18,983,61 18,983,61 18,983,61 18,983,61
26% 26%
Porcelain method 4.14 4.14 4.14 4.14
Industrial
Co., Ltd
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Shenzhen
GUOMA
O
Cost 20,154,84 3,682,972 3,682,972 3,682,972
Industrial 38.33% 38.33%
method 0.79 .55 .55 .55
Develop
ment Co.,
Ltd
Anhui
Nanpeng
Cost 13,824,00 13,824,00 13,824,00 13,824,00
Papermak 30% 30%
method 0.00 0.00 0.00 0.00
ing Co.,
Ltd
China
Cost 2,962,500 2,962,500 2,962,500 2,160,300
T.H. 0.33% 0.33%
method .00 .00 .00 .45
Co.,Ltd.
North
Machiner Cost 3,465,000 3,465,000 3,465,000 3,465,000
12.66% 12.66%
y (Group) method .00 .00 .00 .00
Co., Ltd.
Guangdo
ng
Huayue Cost 8,780,645 8,780,645 8,780,645 8,780,645
8.47% 8.47%
Real method .20 .20 .20 .20
Estate
Co., Ltd.
PRD
Group
XuzhouD
apeng
Cost 50,000,00 50,000,00 50,000,00
Real 100% 100%
method 0.00 0.00 0.00
Estate
Develop
ment Co.,
Ltd
Donggua
n
Guomao
Changshe Cost 20,000,00 20,000,00 20,000,00
100% 100%
ng Real method 0.00 0.00 0.00
Estate
Develop
ment Co.,
203
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Ltd.
PRD
Yangzhou
Real
Cost 50,000,00 50,000,00 50,000,00
Estate 100% 100%
method 0.00 0.00 0.00
Develop
ment Co.,
Ltd.
Sanya
East Cost 230,500.0 230,500.0 230,500.0
0.28% 0.28%
Travel method 0 0 0
Co., Ltd.
442,589,9 403,392,2 16,023,07 419,415,3 102,878,2
Total -- -- -- --
24.03 67.38 0.73 38.11 27.43
Notes:
4. Revenue and Cost of Sales
(1) Revenue, Cost of Sales
Unit: RMB Yuan
Item Reporting period Same period of last year
Main business revenue 48,210,057.27 48,557,559.48
Total 48,210,057.27 48,557,559.48
Cost of sales 20,151,948.72 35,318,571.13
(2) Main business (Classified by industry)
Unit: RMB Yuan
Reporting period Same period of last year
Industry
Revenue of sales Costs of sales Revenue of sales Costs of sales
Property 6,337,155.01 6,387,356.92
Property rental and
48,210,057.27 20,151,948.72 42,220,404.47 28,931,214.21
management
Total 48,210,057.27 20,151,948.72 48,557,559.48 35,318,571.13
(3) Main business (Classified by product)
Unit: RMB Yuan
Reporting period Same period of last year
Name of products
Revenue of sales Costs of sales Revenue of sales Costs of sales
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Property 6,337,155.01 6,387,356.92
Property rental and
48,210,057.27 20,151,948.72 42,220,404.47 28,931,214.21
management services
Total 48,210,057.27 20,151,948.72 48,557,559.48 35,318,571.13
(4) Main business (Classified by area)
Unit: RMB Yuan
Reporting period Same period of last year
Name of area
Revenue of sales Costs of sales Revenue of sales Costs of sales
Shenzhen Area 48,210,057.27 20,151,948.72 48,557,559.48 35,318,571.13
Total 48,210,057.27 20,151,948.72 48,557,559.48 35,318,571.13
(5) Revenue of sales from the top five customers
Unit: RMB Yuan
Proportion of total
Customers Total revenue of sales
revenue of sales (%)
Tianhong Shopping Plaza Co., Ltd. 9,368,289.92 19.43%
Shenzhen Branch of China Pacific Property Insurance Co., Ltd. 4,909,644.00 10.18%
Shenzhen Jindu Wedding Etiquette Co., Ltd. 2,236,289.00 4.64%
Seven Days Hotel (Shenzhen) Co., Ltd. 1,963,494.00 4.07%
Shenzhen Branch of Bank of China Limited 1,746,420.00 3.62%
Notes:
5. Investment income
(1) List of investment income
Unit: RMB Yuan
Item Reporting period Same period of last year
Long-term equity investment income accounted by cost
341,500,000.00
method
Long-term equity investment income accounted by equity
3,145,809.75 -286,648.25
method
Investment income received from holding of trading financial
3,364.50
assets
Investment income received from disposal of trading
240,074.81
financial assets
Other 37,162,941.77 17,592,670.23
Total 381,808,751.52 17,549,461.29
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(2) Long-term equity investment income accounted by cost method
Unit: RMB Yuan
Same period of last
Name of investee Reporting period Reason for increase/decrease YoY
year
No profits were distributed at the end
Shenzhen Huangcheng Real Estate Co., Ltd. 341,500,000.00 0.00
of last period
Total 341,500,000.00 0.00 --
(3) Long-term equity investment income accounted by equity method
Unit: RMB Yuan
Same period of last
Name of investee Reporting period Reason for increase/decrease YoY
year
Shenzhen Jifa Warehouse Co., Ltd 811,006.94 743,887.08 Increase of realized profits
Shenzhen GUOMAO Tian’an Properties
1,844,080.22 -1,506,674.53 Increase of realized profits
Co., Ltd
Shenzhen Tian’an International Building
490,722.59 476,139.20 Increase of realized profits
Property Management Co., Ltd
Total 3,145,809.75 -286,648.25 --
Notes of investment income:
The Company’s recovery of investment income exist no significant limitation.
6. Supplemental information of Cash Flow Statement
Unit: RMB Yuan
Supplemental information Reporting period Same period of last year
1. Reconciliation of net profit to net cash flows generated from
-- --
operations：
Net profit 375,378,858.88 -37,392,803.39
Add: Provision for assets impairments -15,500,366.74 20,832,527.84
Depreciation of fixed assets, oil and gas assets and productive
15,995,267.74 15,694,741.33
biological assets
Amortization of long-term deferred expense 172,976.28 172,976.28
Losses/gains on disposal of property, intangible asset and other
1,546.50
long-term assets (gains: negative)
Losses/gains on scrapped of fixed assets (gains: negative) 1,470.30
Losses/gains from variation of fair value (gains: negative) 3,364.50
Financial cost (income: negative) -125.07
Investment loss (gains: negative) -381,808,751.52 -17,549,461.29
Increase in deferred tax liabilities (decrease: negative) -807.48
Decrease in inventory (increase: negative) -1,056,345.00 -266,870,821.10
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Decrease in accounts receivable from operating activities (increase:
-284,117,822.66 32,637,652.81
negative)
Increase in accounts payable from operating activities (decrease:
569,549,251.46 759,825,392.69
negative)
Net cash flows generated from operating activities 278,614,538.74 507,354,183.62
2. Significant investing and financing activities without
-- --
involvement of cash receipts and payments
3. Change of cash and cash equivalent: -- --
Closing balance of cash 399,641,751.92 83,846,009.34
Less: opening balance of cash 83,846,009.34 78,920,447.75
The net increase in cash and cash equivalents 315,795,742.58 4,925,561.59
7. Information of assets and liabilities recognized by evaluation value from the counter purchase
Information of assets and liabilities recognized by fair value from the counter purchase
Unit: RMB Yuan
Recognition method of Calculation process
Item Fair value Original book value
fair value of fair value
Information of long-term investment formed by counter purchase
Unit: RMB Yuan
Amount of long-term investment formed Calculation process
Item
by counter purchase Of long-term equity investment
XVI. Supplemental information
1. Return on equity and earnings per share
Unit: RMB Yuan
The weighted average ROE EPS
Profit in the reporting period
(%) Basic EPS Diluted EPS
Net profit attributable to the Company's
28.43% 0.63 0.63
common stock shareholders
Net profit attributable to shareholders of the
Company's common stock after deducting 25.62% 0.56 0.56
non-recurring gains and losses
2. Particulars on the abnormal conditions of main items in the financial statements of the Company and
relevant reasons
Movement in the main items of the financial statements of the Company and relevant reasons are as follows:
Closing Opening
Item Movement Reasons for movement
balance balance
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
797,724,3 469,313,741.5
Monetary fund 69.98% Increase of the funds recovered from sales projects
11.37 7
64,714,99 474,354,748.3 The prepayment for Yangzhou land was transferred to
Prepayment -86.36%
0.11 9 inventories.
Other accounts 6,371,689 The unsettled accounts paid in advance by the
3,428,342.39 85.85%
receivable .34 subsidiaries increased.
2,300,674 1,814,992,629 The prepayment for Yangzhou land was transferred in
Inventories 26.76%
,551.14 .34 and the project input increased
Deferred income tax 194,507,8 124,102,202.4
56.73% Increase of the accrued to-be-deducted land VAT
assets 24.50 1
360,000,0 601,495,212.0
Short-term loan -40.15% Returned for expiry
00.00 0
298,525,7 187,093,587.4 Tentative estimated costs for completing the projects
Accounts payable 59.56%
52.32 2 increased
Accounts received in 678,075,2 208,655,909.4
224.97% Sales of project increased
advance 91.01 1
733,659,6 499,957,087.3 The accrued land VAT for carrying forward the projects
Taxes payable 46.74%
79.71 6 to revenue increased
195,045,6 480,433,469.9 The original moon bay land on account was transferred
Other accounts payable -59.40%
49.98 1 out
Non-current liabilities 14,909,88 218,359,888.3
-93.17% Returned for expiry
due within one year 8.32 2
19,316,66
Long-term loan 7,333,333.32 163.41% Increase of loan
6.64
778,604,8 403,182,716.3
Retained profits 93.11% Increase of profits realized in the reporting period
46.00 6
Reporting Same period
Item
period of last year
1,861,298 1,430,211,933 The project income carried forward during the reporting
Revenue of sales 30.14%
,830.99 .75 period increased over the same period of last year
841,932,2 568,646,701.9 The project income carried forward during the reporting
Costs of sales 48.06%
53.07 5 period increased over the same period of last year
43,951,17 The sales projects increased and thus relevant expenses
Selling expenses 32,792,286.16 34.03%
4.60 increased for reinforcing the sales
-1,504,58
Financial expenses 12,452,491.31 -112.08% Increase of capitalization of interest
9.66
-13,872,7 Increase of recovery of accounts receivable and reversal
Assets impairment losses 22,350,220.66 -162.07%
00.17 of provision for falling price of inventories
3,145,809
Investment income -43,208.94 7380.46% Realized revenue of joint ventures increased
.75
Operating profits 485,398,2 344,094,956.1 41.07% Increase of income and reversal of impairment
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2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
17.53 8
487,048,1 342,960,109.5
Total profits 42.01% Increase of income and reversal of impairment
43.02 5
374,822,1 260,045,897.1
Net profits 44.14% Increase of income and reversal of impairment
52.41 3
Net cash flow from 805,714,1 -354,083,921.
327.55% Increase of funds returned from selling the houses
operating activities 97.38 13
Net cash flow from 6,158,784 -10,021,360.7 Increase of cash gained from receiving the investment
161.46%
investment activities .80 7 income
Net cash flow from -483,463, 288,170,314.4 Decrease of loans gained and increase of loans returned
-267.77%
financing activities 515.74 7 back
209
2012 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
XI. Documents Available for Reference
210
