2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
SHENZHEN PROPERTIES & RESOURCES
DEVELOPMENT (GROUP) LTD.
2013 ANNUAL REPORT
March 2014
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section I. Important Reminders, Catalogue & 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 is factual, accurate and complete without any false record,
misleading statement or material omission. And they shall be jointly and severally liable for that.
All directors attended the board session for reviewing this report.
The Company’s profit distribution preplan upon review and approval of this board session: Based
on the total shares of the Company as at 31 Dec. 2013, a cash dividend of RMB 2.00 (tax included)
will be distributed for every 10 shares held by shareholders. No bonus shares will be granted and no
capital reserve will be turned into share capital.
Mr. Chen Yugang, Company Principal, Mr. Wang Hangjun, Person in Charge of Accounting Work,
Mr. Gong Sixin, CFO, and Ms. Shen Xueying, Person-in-charge of the accounting organ (Chief of
Accounting), hereby confirm that the Financial Report enclosed in the Annual Report is true and
complete.
This report is prepared in both Chinese and English. Should there be any discrepancy between the
two versions, the Chinese version shall prevail.
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Catalogue
2013 Annual Report ...........................................................................................................................1
Section I. Important Reminders, Catalogue & Explanation..........................................................2
Section II. Company Profile..............................................................................................................6
Section III. Accouonting & Business Highlights .............................................................................9
Section IV. Report of the Board of Directors.................................................................................12
Section V. Significant Events...........................................................................................................27
Section VI. Change in Shares & Shareholders ..............................................................................34
Section VII. Directors, Supervisors, Senior Management Staff & Employees错 误 ！ 未 定 义 书
签。
Section VIII. Corporate Governance .............................................................................................47
Section IX. Internal Control ...........................................................................................................52
Section X. Financial Report ............................................................................................................54
Section XI. Documents Available for Reference..........................................................................200
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Explanation
Refers
Term Contents
to
Company, the Company Shenzhen Properties & Resources Development (Group) Ltd.
Shenzhen Municipal People’s Government State-owned Assets
Shenzhen SASAC
Supervision and Administration Commission
SIHC Shenzhen Investment Holdings Co., Ltd.
SCIHC Shenzhen Construction Investment Holdings Corporation
SIM Shenzhen Investment Management Co., Ltd.
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Reminder of Major Risks
Possible risks and countermeasures have been described in detail in “Outlook of the Company’s
future development” in “Section IV. Report of the Board of Directors” of this report.
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section II. Company Profile
I. Company information
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 Province,
Registered address
P.R.China
Postal code for the registered
518014
address
39/F and 42/F, International Trade Center, Renmin South Road, Shenzhen, Guangdong Province,
Office address
P.R.China
Postal code for the office
518014
address
Internet website of the
www.szwuye.com.cn
Company
Email address 000011touzizhe@szwuye.com.cn
II. Contact us
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
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
E-mail 000011touzizhe@szwuye.com.cn 000011touzizhe@szwuye.com.cn
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
Industrial and
Commercial
At the end of the Administration
10 May 2013 440301103570124 440301192174135 19217413-5
reporting period Bureau of Shenzhen
Municipal
Government
Changes of the main business since listing
Unchanged
(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 LLP
Office address 16th - 18th Floor, Tower B, Wuhan International Mansion
Signing accountants Wang Yu, Fan Guiming
Sponsor engaged by the Company to conduct sustained supervision during the reporting period
□ Applicable √ Inapplicable
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Financial consultant engaged by the Company to conduct sustained supervision during the reporting period
□ Applicable √ Inapplicable
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section III. Accounting & Business 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
2012 2011
year over last
2013
year (%)
Before After After Before After
adjustment adjustment adjustment adjustment adjustment
Operating revenue (RMB 1,619,227,227. 1,861,298,830. 1,861,298,830. 1,430,211,933. 1,430,211,933.
-13.01%
Yuan) 60 99 99 75 75
Net profit attributable to
shareholders of the Company 300,840,563.81 375,422,129.64 375,422,129.64 -19.87% 261,108,340.62 261,108,340.62
(RMB Yuan)
Net profit attributable to
shareholders of the Company
300,239,183.47 337,545,206.86 337,545,206.86 -11.05% 257,538,768.66 257,538,768.66
after extraordinary gains and
losses (RMB Yuan)
Net cash flows from operating -354,083,921.1 -354,083,921.1
110,424,330.10 805,714,197.38 805,714,197.38 -86.29%
activities (RMB Yuan) 3 3
Basic EPS (RMB Yuan/share) 0.5048 0.6299 0.6299 -19.86% 0.4381 0.4381
Diluted EPS (RMB Yuan/share) 0.5048 0.6299 0.6299 -19.86% 0.4381 0.4381
Weighted average ROE (%) 18.19% 28.43% 28.42% -10.23% 25.79% 25.79%
Increase or
decrease of this
As at 31 Dec. 2012 year-end than As at 31 Dec. 2011
As at 31 Dec.
last year-end
2013
(%)
Before After After Before After
adjustment adjustment adjustment adjustment adjustment
3,873,252,714. 4,006,705,938. 3,950,705,938. 3,552,025,374. 3,496,025,374.
Total assets (RMB Yuan) -1.96%
32 73 73 73 73
Net assets attributable to
1,802,781,292. 1,502,852,915. 1,503,156,542. 1,141,460,658. 1,141,764,286.
shareholders of the Company 19.93%
68 53 93 78 18
(RMB Yuan)
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2013 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
2013 2012 Closing amount Opening amount
According to Chinese
300,840,563.81 375,422,129.64 1,802,781,292.68 1,503,156,542.93
accounting standards
Items and amounts adjusted according to international accounting standards
According to international
300,840,563.81 375,422,129.64 1,802,781,292.68 1,503,156,542.93
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
2013 2012 Closing amount Opening amount
According to Chinese
300,840,563.81 375,422,129.64 1,802,781,292.68 1,503,156,542.93
accounting standards
Items and amounts adjusted according to overseas accounting standards
According to overseas
300,840,563.81 375,422,129.64 1,802,781,292.68 1,503,156,542.93
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
Item 2013 2012 2011 Note
Gains/losses on the disposal of non-current
assets (including the offset part of the asset 72,626.95 534,657.73 -26,955.97
impairment provisions)
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Government grants recognized in the current
period, except for those acquired in the
ordinary course of business or granted at 1,720,000.00
certain quotas or amounts according to the
government’s unified standards
Gain/loss on non-monetary asset swap 47,444,108.36
Expenses on business reorganization, such
as expenses on staff arrangements, -3,152,560.00
integration, etc.
Current net gains and losses of subsidiaries
acquired in business combination under the
1,312,539.70 2,936,782.09
same control from period-begin to
combination date
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
assets and tradable financial liabilities and
financial assets available for sales except for
effective hedging related with normal
businesses of the Company
Impairment provision reversal of accounts
receivable on which the impairment test is 833,813.78 623,086.75 842,092.26
carried out separately
Non-operating income and expense other
-724,421.19 778,062.12 -1,458,137.35
than the above
Less: Income tax effects -419,360.80 11,982,949.11 26,727.37
Minority interests effects (after tax) -599,977.23 -1,062,443.49
Total 601,380.34 37,876,922.78 3,569,571.96 --
Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in
the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the
Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said
explanatory announcement as a recurrent gain/loss item
□ Applicable √ Inapplicable
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section IV. Report of the Board of Directors
I. Overview
In 2013, due to a faltering recovery of the global economy and the slowdown in growth of the domestic economy,
a series of economic indicators showed great pressure on China’s macro economy. The real estate macro-control
policies of the central government softened under the idea of “let the market lead”. Under the joint actions of
relevant policies and the macro-economy, the real estate market this year presented a key word—“polarization”.
To be specific, both trade volumes and prices of commodity houses in cities at the first and second tiers were still
on the rise while those in some cities at the third and fourth tiers showed a distinct slowdown and prices even
eased off in some of these cities. In view of that, developers focused more on cities at the first and second tiers to
avoid risks. Meanwhile, land trading of cities at the first and second tiers was active while that of cities at the third
and fourth tiers was sluggish. Large real estate enterprises were more competitive due to their ample funds, land
reserve and development experience. And more enterprises joined the “Club for Real Estate Enterprises with
Market Value over RMB 100 Billion”. “Polarization” is a challenge and an opportunity at the same time. It
reminds real estate enterprises to pay attention to development risks and reexamine their ways of operation. We
have confidence in the future development of real estate on the ground that there are still potentialities in the basic
forces such as urbanization, increasing living standards and the growing population that drive the development of
the real estate industry.
We carried out in-depth researches on changes of the development trends in the real estate market, adjusted our
operating strategies in time according to the market changes, and kept enhancing brand promotion. Meanwhile,
we carried out effective planning management with the “Real Estate Brochure”, pushed forward in an orderly
manner the accomplishment of every task in the real estate projects, and kept improving out management means
and increasing the project operation efficiency. When we vigorously developed the main business of real estate,
we also at the same time tapped our potentialities and steadily developed the non-core business lines of property
management, automobile operation, etc.
II. Main business analysis
1. Overview
For the reporting period, the Company achieved operating revenues of RMB 1,619,227,300, operating profit of
RMB 423,586,300, total profit of RMB 422,934,500 and net profit of RMB 300,840,600. The annual operating
objectives were fulfilled.
The Company specializes in real estate development, with taxi operation, property management, house leasing, etc.
as its sidelines. In 2013, the revenues generated from the main business reached RMB 1,583,396,900; the costs in
the main business stood at RMB 738,087,600; and gross profit of the main business reached RMB 845,309,300.
2. Revenues
Major customers:
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Total sales to the top 5 customers (RMB Yuan) 184,851,646.72
Ratio of the total sales to the top 5 customers to the
11.42%
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 Natural person 76,060,000.00 4.7%
2 Huawei Technologies Co., Ltd. 47,924,975.84 2.96%
3 Natural person 42,325,800.00 2.61%
4 Tianhong Shopping Plaza Co., Ltd. 9,616,787.88 0.59%
5 Natural person 8,924,083.00 0.55%
Total -- 184,851,646.72 11.42%
3. Costs
Classified by industry:
Unit: RMB Yuan
2013 2012
Proportion in Proportion in
Industry Item YoY +/- (%)
Amount operating costs Amount operating costs
（%） （%）
Real estate
429,705,982.89 58.22% 529,936,876.93 63.55% -18.91%
development
Property leasing
249,763,782.57 33.84% 240,220,196.84 28.81% 3.97%
and management
Taxi operation 27,119,490.19 3.67% 36,881,838.97 4.42% -26.47%
Catering service 24,408,368.58 3.31% 21,782,438.16 2.61% 12.06%
Other 7,089,966.81 0.96% 5,070,407.54 0.61% 39.83%
Total 738,087,591.04 100% 833,891,758.44 100% -11.49%
4. Expense
YoY changes of the operating expenses, administrative expenses, financial expenses and income tax expenses:
Jan.-Dec. 2013 (RMB Jan.-Dec. 2012 (RMB
Item YoY +/-%
Yuan) Yuan)
Operating expenses 40,219,755.20 43,951,174.60 -8.49%
Administrative expenses 109,662,479.90 109,680,547.70 -0.02%
Financial expenses -6,334,701.69 -1,504,589.66 321.03%
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Income tax expenses 122,093,910.62 112,225,990.61 8.79%
Note: The financial expenses for the reporting period and last year were both negative, i.e. gains, which increased
mainly because last year, some interest on bank borrowings did not satisfy the capitalization conditions and was
recognized as financial expenses.
5. R&D expenses
Inapplicable
6. Cash flows
Unit: RMB Yuan
Item 2013 2012 YoY +/-（%）
Subtotal of cash inflows from
1,094,310,185.61 2,164,869,117.40 -49.45%
operating activities
Subtotal of cash outflows from
983,885,855.51 1,359,154,920.02 -27.61%
operating activities
Net cash flows from operating
110,424,330.10 805,714,197.38 -86.29%
activities
Subtotal of cash inflows from
18,659,065.60 10,486,382.45 77.94%
investing activities
Subtotal of cash outflows from
12,696,883.02 4,327,597.65 193.39%
investing activities
Net cash flows from investing
5,962,182.58 6,158,784.80 -3.19%
activities
Subtotal of cash inflows from
461,243,352.00 186,000,000.00 147.98%
financing activities
Subtotal of cash outflows from
397,380,895.98 669,463,515.74 -40.64%
financing activities
Net cash flows from financing
63,862,456.02 -483,463,515.74 -113.21%
activities
Net increase in cash and cash
179,447,502.83 328,410,569.80 -45.36%
equivalents
Reasons for any over-30% YoY movement of the data above:
√ Applicable □ Inapplicable
① Subtotal of cash inflows from operating activities decreased from last year mainly because the funds inflows
from project sale decreased.
② Net cash flows from operating activities decreased from last year mainly because the funds inflows from
project sale decreased.
③ Subtotal of cash inflows from investing activities increased from last year mainly because the cash received
from asset disposal increased.
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
④ Subtotal of cash outflows from investing activities increased from last year mainly because subsidiaries
renewed more vehicles.
⑤ Subtotal of cash inflows from financing activities increased from last year mainly because the Company
secured more borrowings.
⑥ Subtotal of cash outflows from financing activities decreased from last year mainly because loan repayments
decreased.
⑦ Net cash flows from financing activities increased from last year mainly because the Company secured more
borrowings and repaid less.
⑧ Net increase in cash and cash equivalents decreased from last year mainly because the funds inflows from
project sale decreased.
Reasons for a big difference between the operating cash flows and the net profit:
√ Applicable □ Inapplicable
Net cash flows from operating activities of the Company in the reporting period stood at RMB 110,424,330.10,
representing a big difference with the net profit of RMB 300,840,563.81, which was mainly because the “cash
received from sale of goods and rendering of services” in the cash flow statement was less than the corresponding
“operating revenues” in the income statement due to the fact that some sales were made in previous years and met
the settlement conditions in the reporting period.
III. Breakdown of main business
Unit: RMB Yuan
Increase/decrease Increase/decrease
Increase/decrease
Operating Gross profit rate of operating of gross profit
Operating cost of operating cost
revenue (%) revenue over last rate over last year
over last year (%)
year (%) (%)
Classified by industry:
Real estate
1,175,698,776.00 429,705,982.89 63.45% -17.77% -18.91% 0.51%
development
Property leasing
314,335,156.29 249,763,782.57 20.54% 6.78% 3.97% 2.15%
and management
Taxi operation 58,366,214.95 27,119,490.19 53.54% -18.18% -26.47% 5.24%
Catering service 28,424,750.75 24,408,368.58 14.13% 9.71% 12.06% -1.8%
Other 6,571,956.46 7,089,966.81 -7.88% 12.64% 39.83% -20.98%
Classified by product:
Real estate
1,175,698,776.00 429,705,982.89 63.45% -17.77% -18.91% 0.51%
development
Property leasing
314,335,156.29 249,763,782.57 20.54% 6.78% 3.97% 2.15%
and management
Taxi operation 58,366,214.95 27,119,490.19 53.54% -18.18% -26.47% 5.24%
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Catering service 28,424,750.75 24,408,368.58 14.13% 9.71% 12.06% -1.8%
Other 6,571,956.46 7,089,966.81 -7.88% 12.64% 39.83% -20.98%
Classified by region:
Shenzhen 1,426,001,069.12 605,546,055.42 57.54% -16.8% -17.43% 0.32%
Other 157,395,785.33 132,541,535.62 15.79% 39.02% 31.85% 4.58%
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:
□ Applicable √ Inapplicable
IV. Asset and liability analysis
1. Major changes of asset items
Unit: RMB Yuan
As at 31 Dec. 2013 As at 31 Dec. 2012
Proportio
Proportion in Proportio
n change Explain any major change
Amount total assets Amount n in total
（%）
(%) assets (%)
Borrowings increased and repayments
Monetary funds 977,171,814.20 25.23% 797,724,311.37 20.19% 5.04%
decreased.
Amounts due from house owners to
Accounts
22,208,022.21 0.57% 20,584,008.68 0.52% 0.05% property management subsidiaries
receivable
increased.
2,101,399,879.9
Inventories 54.25% 2,300,674,551.14 58.23% -3.98% Project settlement
3
Investing real
273,314,623.03 7.06% 285,258,604.17 7.22% -0.16% Provisions for depreciation
estate
Long-term
Cash bonuses received at the equity
equity 78,414,131.22 2.02% 84,249,349.70 2.13% -0.11%
method
investment
Fixed assets 75,301,015.72 1.94% 78,821,168.21 2% -0.06% Provisions for depreciation
Construction in progress met the
Construction in
0% 57,000.00 0% 0% settlement conditions and was
progress
transferred out.
The pre-paid taxes and fares were
Prepayments 35,904,799.33 0.93% 64,714,990.11 1.64% -0.71% transferred out due to project
settlement.
Intangible assets 106,945,090.07 2.76% 114,098,153.11 2.89% -0.13% Amortization
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Deferred Project advances met the settlement
income tax 191,592,588.80 4.95% 194,507,824.50 4.92% 0.02% conditions and the deferred income tax
assets assets on the expected profit decreased.
2. Major changes of liability items
Unit: RMB Yuan
2013 2012
Proportio
Proportion Proportion in
n change Explain any major change
Amount in total Amount total assets
（%）
assets (%) (%)
Short-term
300,000,000.00 7.75% 360,000,000.00 9.11% -1.36% Mature ones were repaid.
borrowings
Long-term Project borrowings secured by
116,243,352.00 3% 19,316,666.64 0.49% 2.51%
borrowings subsidiaries increased.
Accounts payable 265,697,047.64 6.86% 298,525,752.32 7.56% -0.7% Some were settled as agreed.
Advances
141,082,677.48 3.64% 678,075,291.01 17.16% -13.52% Project settlement
received
Taxes and fares Land VAT on the project income
865,513,058.59 22.35% 733,659,679.71 18.57% 3.78%
payable increased.
Other payables 123,967,110.64 3.2% 138,742,022.58 3.51% -0.31% Some were settled as agreed.
Non-current
Some long-term borrowings were
liabilities due 67,009,888.28 1.73% 14,909,888.32 0.38% 1.35%
transferred into this item.
within 1 year
Other non-current
139,138,400.76 3.59% 145,997,301.31 3.7% -0.1% Some were settled as agreed.
liabilities
V. Core competitiveness analysis
In recent years, the Company has been expanding the real estate development scale, improving the management
capability, enhancing cost control and upholding, as always, the philosophy where quality is the core. In 2013, the
Company was honored as one of the “Top 500 Real Estate Developers of China for 2013”, the “Top 100 Real
Estate Listed Companies of China for 2013”, the “Top 20 Real Estate Developers of Shenzhen”, etc. The
Company keeps growing, with its operating results constantly hitting new highs. It has two well-located,
low-land-cost and high-value projects in development in Shenzhen, a core city in China. It also has
in-development projects with great potential in Xuzhou, Yangzhou and Dongguan, all major cities in the Yangtze
River Delta or the Pearl River Delta.
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
In addition, development of the Company’s sidelines has stepped into a new level. In 2013, subordinate Guomao
Tian’an Properties won the “Alibaba Taobao Town” project, representing a new management area about 300,000
square meters. In terms of the property management business, the Company gradually optimizes the existing
projects on the basis of continuing to seek for more high-value new projects such as office buildings and industrial
parks. As for the vehicle operation business, it proactively enhances management, increases the per-vehicle
profitability and seeks for proper chances to expand the scale.
The Company will, amid a complex and changeable environment in the industry, seize opportunities in a timely
and accurate manner, improve lean management by promoting the “Real Estate Brochure”, etc., vigorously
develop the main business of real estate, run the sidelines in a steady manner, and keep increasing its operating
results and overall strength.
VI. Investment analysis
1. Investments in equities of external parties
(1) Equity-holdings in financial enterprises
Naught
(2) Securities investments
Shareholdings in other listed companies:
√ Applicable □ Inapplicable
The
Company’s
Change of
Initial shareholdin Gain/loss for
Closing book owner’s equity Accounting Source of
Stock code Stock abbr. investment g reporting
value in the reporting title stock
amount percentage period
period
in the
investee
000509 S*STHS 2,962,500.00 0.33% 802,199.55 0.00 0.00 Purchasing
Long-term legal person
equity shares
investment directionall
y
Total 2,962,500.00 - 802,199.55 0.00 0.00
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
2. During the reporting period, the Company was not involved in any wealth management entrustment,
derivative investment or entrustment loan.
3. The Company did not raise funds in the reporting period; nor did the use of any funds raised before the
reporting period last to the reporting period.
4. Analysis to main subsidiaries and stock-participating companies
Main subsidiaries and stock-participating companies:
Unit: RMB Yuan
Comp Main
Company Indu Registered Operating
any products/s Total assets Net assets Operating profit Net profit
name stry capital revenues
variety ervices
Shenzhen
Huangche Real
Subsid Sale of
ng Real estat 30,000,000.00 1,657,661,262.76 532,994,758.41 621,799,190.17 191,432,701.49 142,531,687.11
iary houses
Estate Co., e
Ltd.
SZPRD
Real
Real
Estate Subsid Sale of
estat 30,950,000.00 130,854,324.16 55,407,692.33 76,851,494.00 20,987,684.58 15,988,735.10
Developm iary houses
e
ent Co.,
Ltd.
Real
estat
Shenzhen e Sale of
Guomao and houses and
Subsid
Vehicle mot motor 29,850,000.00 657,892,737.07 201,857,102.75 523,791,521.47 185,170,461.75 138,758,893.86
iary
Industry or transportat
Co., Ltd. trans ion
port
ation
Subsidiaries acquired or disposed during the reporting period:
□ Applicable √ Inapplicable
5. Significant projects invested with non-raised funds
Unit: RMB Ten Thousand
Cumulative actual
Total planned
Project name Input for this period input as at the Project progress Project earnings
investment
period-end
SZPRD-Langqiao 51,417 2,358.17 47,638.26 Completed ----
19
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
International
SZPRD-Banshanyuji
ng (first and second 79,300 8,106.92 42,009.92 In construction ----
phases)
SZPRD-Songhulang
68,711 4,770.68 28,116.93 In construction ----
yuan
SZPRD-Jinling
Holiday (previously
132.02 6,681.28 In preparation ----
land in Huanggang
Port)
SZPRD-Hupanyujin
g (first and second 116,372 5,560.31 67,734.21 In construction ----
phases)
SZPRD-Qianhai Bay
(land in the Moon 155.82 27,376.9 In preparation ----
Bay)
Total 315,800 21,083.92 219,557.5 -- --
Index when the relevant interim
announcement was disclosed on the Naught
designated website
VII. Predict the operating results of Jan.-Mar. 2014
Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin
to the end of the next reporting period according to prediction, as well as explanations on the reasons:
√ Applicable □ Inapplicable
Prediction: Considerable decrease at the same direction
Type of the predicted data: exact data
Jan.-Mar. 2014 Jan.-Mar. 2013 +/- (%)
Predicted accumulative net
3,000 23,636 Down 87.31%
profit (RMB Ten thousand)
Basic EPS (RMB Yuan/share) 0.0503 0.3966 Down 87.31%
Reason for the considerable fluctuation of the business results: The “SZPRD-Caitianyise” Project
satisfied the conditions for carrying over into income in Jan.-Mar. 2013. The part that could be
carried over into income was all settled in that period, resulting in a considerable decrease in the
Explanation about the
total available-for-settlement area in Jan.-Mar. 2014. The aforesaid estimate is just preliminary
predictions
measurement given by the Company according to the current sales situation of real estate projects.
Investors are kindly reminded to be noted that the actual earnings of the Company for Jan.-Mar.
2014 shall be subject to data disclosed in the Company’s report for the first quarter of 2014.
20
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
VIII. Entities controlled by the Company for special purposes
For details, see “Section X. Financial Report; VI. Business combination; 2. Events”.
IX. Outlook of the Company’s future development
1. Views about the macro economy and countermeasures against risks
(1) Market risks
Establishing a market-oriented long-effective mechanism is expected to be the core of the real estate
macro-control in 2014. The nationwide dealing of commodity houses and land at the beginning of 2014 indicates
further polarization among real estate markets of cities at different tiers, and there are great uncertainties in the
markets in the near future. In view of that, the Company will continue to study market trends in an in-depth
manner; improve its predictions about the market situation, particularly the detailed analysis on the project regions;
adjust the project development and marketing strategies in time according to market changes; and try its best to
avoid the unfavorable impact brought by market risks.
(2) Operation risks
The beginning of 2014 has witnessed inactive house trading and active land trading in China. Specific policies of
the macro-control “long-effective mechanism” wait to be implemented and it’s hard to tell their influence on the
market. All these have made it more difficult to make arrangements for development projects, especially those
outside Shenzhen. In view of that, the Company will continue to improve its operation and management capability,
perfect the operation and management system, strictly follow the “Real Estate Brochure”, enhance standardization
and effectiveness in operation and management planning, urge in time the accomplishment of tasks according to
the actual situation, accelerate progress of real estate projects and increase the project operation efficiency.
(3) Financial risks
The house mortgage policy is expected to continue to tighten in 2014. The down payment ratio for a second house
has risen to 70%. Many banks have cancelled preferential loan interest rates and brought up the benchmark
interest rates to a great extent. Some banks even stop lending money to real estate developers, which directly
affects project sale and funds inflows of the latter. Meanwhile, banks become stricter with real estate financing
projects. Real estate developers still face the old problems of high financing costs, few financing channels, slow
arrival of bank loans, etc. In view of that, the Company will, as always, enhance financial management, strictly
control financial risks, make proper arrangements for sales inflows and investment in project development, perfect
the pre-caution mechanism, to detect and solve various financial risks in time and ensure the security of the capital
chain. It will also proactively explore financing channels, activate existing assets, secure more capital support and
make the best use of capital.
2. Plans for 2014
(1) We will strictly follow the “Real Estate Brochure” and improve our management capability. The “Real Estate
Brochure” has been promulgated. And complete organization management, operation management and process
management mechanisms have taken shape. In the future, we will continue to strictly follow the “Real Estate
Brochure” in project development, improve the management means, increase the project operation efficiency,
speed up real estate development and ensure that the projects proceed as scheduled.
(2) We will increase our land reserve properly. In 2014, we will continue to activate the existing land resources.
With close attention to the land market in 2013, we will follow up proper land parcels in the centers of major
cities in rich areas such as the Pearl River Delta and the Yangtze River Delta; work on information collection and
21
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
advance researches regarding the land markets in the target areas; and explore land acquisition channels, so as to
make a quality land reserve and solidify the basis for future development.
(3) We will proactively push forward the brand strategy and improve our company image. Carrying out in-depth
researches and analysis on markets, taking into account the characteristics of the industry and learning from the
mature experience from model enterprises such as Vanke and Shenzhen Zhenye Group, we will proactively push
forward the brand strategy, focus on high-end buildings in promotion, show our spirit and make SZPRD a more
famous brand in the market.
X. Explanation by the Board of Directors and the Supervisory Committee about the
“non-standard audit report” issued by the CPAs firm for the reporting period
N/A
XI. Explain any change of the accounting policies, the accounting estimates and the
accounting methods when compared to the financial report for last year
Unchanged
XII. Explain if any major correction of accounting errors occurred in the reporting period
and for that retroactive restatement was needed
See “Item 34”, “IV. Main Accounting Policies, Estimates & Errors”, “Section X. Financial Report” in this report.
XIII. Explanation of the changes of the consolidated statement scale compared to the last
financial report
Unchanged
XIV. Profit allocation and dividend payout
Formulation, execution or adjustment of the Company’s profit allocation policy, especially the cash dividend
policy, during the reporting period:
□ Applicable √ Inapplicable
The Company’s preplans or plans for profit allocation 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
2013 A cash dividend of RMB 2.00 (tax included) for every 10 shares, and no shift from capital reserve to share capital
2012 The Company did not allocate profit or turn capital reserve into share capital.
2011 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
Year Amount of cash dividend Net profit attributable to Ratio in net profit attributable to
22
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(tax included) shareholders of listed shareholders of listed
companies under the companies under the
consolidated statement in the consolidated statement (%)
year
2013 119,195,818.40 300,840,563.81 39.62%
2012 0.00 375,422,129.64 0%
2011 0.00 261,108,340.62 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
XV. Pre-plan for profit allocation and turning capital reserve into share capital for the
reporting period
Bonus shares for every 10 shares (share) 0
Dividend for every 10 shares (RMB Yuan) (tax
2.00
included)
Total shares as the basis for the allocation preplan 595,979,092
(share)
Total cash dividends (RMB Yuan) (tax included) 119,195,818.40
Distributable profit (RMB Yuan) 972,271,884.95
Percentage of the cash dividends in the total 100%
distributed profit (%)
Cash dividend policy:
If the Company is in a mature development stage and has no plans for any significant expenditure, in profit allocation, the ratio of
cash dividends in the profit allocation shall be 80% or above.
Details about the pre-plan for profit allocation and turning capital reserve into share capital
According to the Company’s Articles of Association, as well as the actual situation of its development and operation, the pre-plan
of the Company for 2013 annual profit allocation was as follows: Based on the total 595,979,092 shares of the Company as at 31
Dec. 2013, a cash dividend of RMB 2.00 (tax included) will be distributed for every 10 shares held by shareholders, with the total
cash dividends to be distributed amounting to RMB 119,195,818.40. No capital reserve will be turned into share capital.
XVI. Social responsibilities
We have been carrying out our social responsibilities in a proactive way and showing our love towards the society.
We have taken part in the activities to help employees in economic difficulty as a municipal state-owned
enterprise for a row of six years. We try our best to help people in severe poverty and with major diseases to
support philanthropy. Employees of the motor subordinate have visited cerebral palsy children for quite a few
times and brought gifts and money to their parents. In addition, during the National University Entrance Exam,
23
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
over 180 of our taxies escorted over 1,500 students and their family. Our efforts in charity have won extensive
compliments from the society. The Party Committee of the Group has organized over 50 communist and
non-communist volunteers to help clean up communities and give environment protection lectures in communities.
And these volunteers have offered service of over 300 hours to over 200 people in the communities. The Party
Committee of the Group has also organized the communists in the Company to take part in blood donation, to
which the employees respond enthusiastically.
Does the listed company or any of its subsidiaries belong to the heavily polluting industries stipulated by the
environmental protection authorities of the country?
□ Yes √ No □ Inapplicable
Does the listed company or any of its subsidiaries have any other significant social security problems?
□ Yes √ No □ Inapplicable
Any administrative punishment during the reporting period?
□ Yes √ No □ Inapplicable
XVII. 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
Investor interaction
platform of About the Company’s land
8 Jan. 2013 Other Individual Investor
Shenzhen Stock in Qianhai
Exchange
Investor interaction
Could the Company benefit
platform of
23 Jan. 2013 Other Individual Investor from the land reform of
Shenzhen Stock
Shenzhen?
Exchange
Investor interaction
platform of About the Company’s land
24 Jan. 2013 Other Individual Investor
Shenzhen Stock reserve
Exchange
BOD Office of the About the Company’s
20 Mar. 2013 By phone Individual Investor
Company projects
About the Company’s
BOD Office of the
2 Apr. 2013 By phone Individual Investor market expansion plan and
Company
progress
24 Apr. 2013 Investor interaction Other Individual Investor About the Company’s
24
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
platform of B-shares
Shenzhen Stock
Exchange
Investor interaction
About the financial
platform of
26 Apr. 2013 Other Individual Investor expenses disclosed in the
Shenzhen Stock
2012 Annual Report
Exchange
Investor interaction
About the sales income
platform of
26 Apr. 2013 Other Individual Investor from projects in the first
Shenzhen Stock
quarter of 2013
Exchange
Investor interaction
platform of About the Langqiao
7 May 2013 Other Individual Investor
Shenzhen Stock Residence project
Exchange
Investor interaction
platform of
30 May 2013 Other Individual Investor About cash dividends
Shenzhen Stock
Exchange
Investor interaction
About the Company’s land
platform of
9 Jul. 2013 Other Individual Investor in Qianhai and interim
Shenzhen Stock
dividend plan
Exchange
Investor interaction
platform of Basic information about the
17 Jul. 2013 Other Individual Investor
Shenzhen Stock Company
Exchange
Investor interaction
platform of About the predicted
3 Aug. 2013 Other Individual Investor
Shenzhen Stock business results
Exchange
Investor interaction
Sale of the existing projects
platform of
9 Aug. 2013 Other Individual Investor and progress of the projects
Shenzhen Stock
in construction
Exchange
Investor interaction
platform of The Company’s projects in
5 Sept. 2013 Other Individual Investor
Shenzhen Stock Xuzhou and Dongguan
Exchange
Online Q&A
13 Sept. 2013 Other Individual Investor Daily operation
organized by CSRC
25
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Shenzhen
Could the Company benefit
BOD Office of the
23 Sept. 2013 By phone Individual Investor from the Qianhai-related
Company
policy?
About the Company’s
BOD Office of the
25 Sept. 2013 By phone Individual Investor market expansion plan and
Company
focuses
Investor interaction
platform of About the Company’s land
11 Oct. 2013 Other Individual Investor
Shenzhen Stock in Qianhai
Exchange
Investor interaction
platform of The Company’s projects on
18 Nov. 2013 Other Individual Investor
Shenzhen Stock sale and land reserve
Exchange
Investor interaction
The Company’s land in
platform of
18 Nov. 2013 Other Individual Investor Ting Kau, Hong Kong and
Shenzhen Stock
taxi license
Exchange
Investor interaction
The Jinling Holiday project
platform of
20 Nov. 2013 Other Individual Investor and the Langqiao
Shenzhen Stock
International project
Exchange
Investor interaction
platform of Settlement of projects in the
22 Nov. 2013 Other Individual Investor
Shenzhen Stock fourth quarter
Exchange
26
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section V. Significant Events
I. Significant lawsuits or arbitrations
□ Applicable √ Inapplicable
There was no significant lawsuit or arbitration during the reporting period.
II. Media’s queries
□ Applicable √ Inapplicable
There was no media’s query during in the reporting period.
III. Bankruptcy and reorganization
Inapplicable
IV. Asset transactions
1. Acquisition of assets
Inapplicable
2. Sale of assets
Inapplicable
3. Business combination
Inapplicable
VI. Implementation of equity incentive and its influence
Inapplicable
VII. Significant related-party transactions
1. Related-party transactions concerning routine operation
Naught in the reporting period
2. Related-party transactions arising from asset acquisition or sale
Naught in the reporting period
27
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
3. Significant related-party transactions arising from joint investment in external parties
Naught in the reporting period
4. 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)
Creditor’s
The Company rights
Anhui Nanpeng Working
held a 30% receivable No 765 -36 729
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 235 0 235
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 0 175
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 0 91
Co., Ltd. funds
company of from the
the Company related party
Creditor’s
Controlling rights
Shenzhen Investment Intra-Group
shareholder of receivable No 42 199 241
Holdings Co., Ltd. funds
the Company from the
related party
Creditor’s
Joint venture
SZPRD Jifa rights Intra-Group
of the No 1,955 400 2,355
Warehouse Co., Ltd receivable funds
Company
from the
28
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
related party
Creditor’s
Shenzhen Tian’an
Joint venture rights
International Building Intra-Group
of the receivable No 150 261 411
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 0
funds
Co., Ltd Company from the
related party
Creditor’s Entrustment
Controlling rights borrowings
Shenzhen Investment
shareholder of receivable and No 24,000 52 24,052
Holdings Co., Ltd.
the Company from the intra-Group
related party funds
5. Other significant related-party transactions
Naught in the reporting period
VIII. Significant contracts and their execution
1. Trusteeship, contracting and leasing
（1）Trusteeship
Naught in the reporting period
Any trusteeship event with an over-10% influence on the total profit of the Company for the reporting period:
□ Applicable √ Inapplicable
（2）Contracting
Naught in the reporting period
Any contracting event with an over-10% influence on the total profit of the Company for the reporting period:
□ Applicable √ Inapplicable
（3）Leasing
Naught in the reporting period
Any leasing event with an over-10% influence on the total profit of the Company for the reporting period:
□ Applicable √ Inapplicable
29
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
2. Guarantees provided by the Company
Unit: RMB Ten Thousand
Guarantees provided by the Company for external parties (excluding those for subsidiaries)
Disclosure Guarante
Actual
date of Actual e for a
Amount for occurrence date Type of Period of Executed
Guaranteed party relevant guarantee related
guarantee (date of guarantee guarantee or not
announcem amount party or
agreement)
ent not
Shenzhen Guomao
23 May
Vehicle Industry Co., 2,600 11 Jan. 2012 1,565 Pledge 3 years No No
2011
Ltd.
Joint-liability
Shenzhen Guomao 21 Apr.
4,000 17 Apr. 2013 4,000 guarantee; 1 year No No
Car Rental Co., Ltd. 2012
pledge
Total external guarantee line Total actual occurred amount
approved during the reporting 0 of external guarantee during 4,000
period (A1) the reporting period (A2)
Total external guarantee line that Total actual external guarantee
has been approved at the end of 6,600 balance at the end of the 5,565
the reporting period (A3) reporting period (A4)
Guarantees provided by the Company for its subsidiaries
Disclosure Guarante
Actual
date of Actual e for a
Amount for occurrence date Type of Period of Executed
Guaranteed party relevant guarantee related
guarantee (date of guarantee guarantee or not
announcem amount party or
agreement)）
ent not
Shenzhen Guomao
21 Apr.
Vehicle Industry Co., 2,000 8 Apr. 2013 2,000 Pledge 1 year No No
2012
Ltd.
Dongguan Guomao
Joint-liability
Changsheng Real 21 Apr.
44,000 11 Jan. 2013 6,124 guarantee; 3 years No No
Estate Development 2012
pledge
Co., Ltd.
SZPRD Yangzhou
Real Estate 21 Apr. Joint-liability
15,000 27 Jun. 2013 10,000 2 years No No
Development Co., 2012 guarantee
Ltd.
Total guarantee line approved for Total actual occurred amount
the subsidiaries during the 75,000 of guarantee for the 18,124
reporting period (B1) subsidiaries during the
30
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
reporting period (B2)
Total guarantee line that has been
Total actual guarantee balance
approved for the subsidiaries at
179,000 for the subsidiaries at the end 18,124
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 75,000 of guarantee during the 22,124
(A1+B1) reporting period (A2+B2)
Total guarantee line that has been Total actual guarantee balance
approved at the end of the 185,600 at the end of the reporting 23,689
reporting period (A3+B3) period (A4+B4)
Proportion of total guarantee amount (A4+B4) to the net assets
13.14%
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 23,689
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) 23,689
The Company provided a total guarantee amount of RMB 236.89
million to external parties, including a guarantee amount of RMB
181.24 million provided by the Company for its subsidiaries and a
guarantee amount of RMB 55.65 million provided by subsidiaries
Explanation on possible bearing joint responsibility of
to subsidiaries. Neither the Company nor its subsidiaries provided
liquidation due to immature guarantee (if any)
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 (if any)
(1) Illegal provision of guarantees for external parties
Naught in the reporting period
31
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
3. Other significant contracts
Naught in the reporting period
4. Other significant transactions
Inapplicable
IX. Fulfillment of commitments
1. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the
reporting period, or such commitments carried down into the reporting period
Naught
2. If earnings from any of the Company’s assets or projects are expected to occur during a period and the
report period is within that period, explain whether the asset or project reaches the expected earnings or
not, as well as the reasons
Inapplicable
X. Particulars about engagement and disengagement of CPAs firm
CPAs firm engaged at present
Name of the domestic the CPAs firm Union Power Certified Public Accounts LLP
Fee for the domestic the CPAs firm (RMB Ten
52
thousand)
Consecutive years of the audit services provided by
12
the domestic CPAs firm
Names of the certified public accountants from the
Wang Yu, Fan Guiming
CPAs firm
CPAs firm changed?
□ Yes √ No
Any CPAs firm, financial accountant or sponsor engaged for the audit of internal control:
√ Applicable □ Inapplicable
In the reporting period, the Company engaged Union Power Certified Public Accounts LLP for its internal control
audit and paid an internal control audit fee of RMB 230,000 to it for the year.
32
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
XI. Explanation of the Supervisory Committee and independent directors (if applicable) on
the “Non-standard Audit Report” issued by the CPAs firm during the reporting period
Inapplicable
XII. Punishment and rectification
Rectification
□ Applicable √ Inapplicable
Was any director, supervisor, senior management or shareholder holding more than 5% shares of the Company
suspected of trading the Company’s shares in violation of regulations, and the Company had announced the call-in
of such illegal gains?
□ Applicable √ Inapplicable
XIII. Possibility of listing suspension and termination after disclosure of this annual report
Inapplicable
XIV. Other significant events
Inapplicable
XV. Significant events regarding subsidiaries
Inapplicable
XVI. Issue of corporate bonds
Inapplicable
33
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section VI. Change in Shares & Shareholders
I. Changes in shares
Unit: share
Before the change Increase/decrease (+, -) After the change
Capitaliz
Bonu
New ation of
Number of Proportion s Number of Proporti
shares public Other Subtotal
shares (%) share shares on (%)
issued reserve
s
fund
I. Restricted shares 382,438,579 64.17% -29,877,541 -29,877,541 352,561,038 59.16%
2. Share held by
380,365,944 63.82% -29,786,001 -29,786,001 350,579,943 58.82%
state-owned corporations
3. Shares held by other
2,072,635 0.35% -91,540 -91,540 1,981,095 0.33%
domestic investors
Among which: shares held
2,072,635 0.35% -141,355 -141,355 1,931,280 0.32%
by domestic corporations
Shares held
by domestic natural 0 0% 49,815 49,815 49,815 0.01%
persons
II. Non-restricted shares 213,540,513 35.83% 29,877,541 29,877,541 243,418,054 40.84%
1. RMB ordinary shares 145,935,270 24.49% 29,877,541 29,877,541 175,812,811 29.5%
2. Domestically listed
67,605,243 11.34% 0 67,605,243 11.34%
foreign shares
III. Total number of shares 595,979,092 100% 595,979,092 100%
Reason for the change in shares
√ Applicable □ Inapplicable
(I) Explanation about the increase/decrease in the reporting period of “I. Restricted shares”:
(1) The shares held by state-owned corporations decreased by 29,786,001 because:
According to the commitment of the Company’s controlling shareholder Shenzhen Investment Holdings Co., Ltd.
(“SIHC”) on unlocking restricted shares, 5% shares of the Company (29,798,954 shares) held by Shenzhen
Construction Investment Holdings Corporation (“SCIHC”) became non-restricted on 24 Jan. 2013. For details, see
the “Suggestive Announcement on Unlocking Restricted Shares” disclosed on 22 Jan. 2013. As such, the shares
held by state-owned corporations decreased by 29,798,954 shares. In 2013, Shenzhen Nanyue Investment &
Development Co., Ltd. and natural person Yang Fuze (both former restricted share holders) repaid 7,928 and
5,025 shares respectively (a total of 12,953 shares) which had been paid by SIHC on behalf of them in the share
reform. The unlocking formalities for these shares were not yet completed. For details, see the “Suggestive
34
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Announcement on Unlocking Restricted Shares” disclosed on 12 Sept. 2013 and 6 Jan. 2014 respectively. As such,
the shares held by state-owned corporations decreased by 29,786,001 shares in total. Up to the end of the
reporting period, the total restricted floating shares of the Company stood at 352,561,038 shares and the
non-restricted floating shares at 243,418,054 shares.
(2) The shares held by other domestic investors decreased by 91,540 shares because:
Former restricted share holder Shenzhen Nanyue Investment & Development Co., Ltd. (formerly holding 86,515
shares) accumulatively repaid on 2 Jul. 2013 the 7,928 shares which had been paid on behalf of it in the share
reform, and the remaining 78,587 shares were unlocked on 16 Sept. 2013. For details, see the “Suggestive
Announcement on Unlocking Restricted Shares” disclosed on 12 Sept. 2013. The total 51,840 shares of the
Company held by former restricted share holder Shenzhen Longgang Changsheng Industrial Co., Ltd. were frozen
and auctioned as a judicial procedure. Natural person Yang Fuze obtained these shares in the auction and the
transfer formalities were completed in Jul. 2013. Later, Yang Fuze went through the unlocking formalities for
these shares and accumulatively repaid in Nov. 2013 the 5,025 shares which had been paid by SIHC on behalf of
the former shareholder. For details, see the “Suggestive Announcement on Unlocking Restricted Shares”
disclosed on 6 Jan. 2014. Up to 31 Dec. 2013, the 49,815 shares held by Yang Fuze were still locked up. As such,
the shares held by domestic corporations decreased by 141,355 shares, the shares held by domestic natural persons
increased by 49,815 shares, and the shares held by other domestic investors decreased by 91,540 shares in total.
(II) Explanation about the increase/decrease in the reporting period of “I. Non-restricted shares”:
According to the commitment of the Company’s controlling shareholder Shenzhen Investment Holdings Co., Ltd.
(“SIHC”) on unlocking restricted shares, 5% shares of the Company (29,798,954 shares) held by Shenzhen
Construction Investment Holdings Corporation (“SCIHC”) became non-restricted on 24 Jan. 2013. For details, see
the “Suggestive Announcement on Unlocking Restricted Shares” disclosed on 22 Jan. 2013. The 79,587 restricted
shares held by former restricted share holder Shenzhen Nanyue Investment & Development Co., Ltd. were
unlocked on 16 Sept. 2013. For details, see the “Suggestive Announcement on Unlocking Restricted Shares”
disclosed on 12 Sept. 2013. As such, the non-restricted floating shares increased by 29,877,541 shares in total.
(III) Subsequent events
The total 51,840 shares of the Company held by former restricted share holder Shenzhen Longgang Changsheng
Industrial Co., Ltd. were frozen and auctioned as a judicial procedure. Natural person Yang Fuze obtained these
shares in the auction and the transfer formalities were completed in Jul. 2013. Later, Yang Fuze went through the
unlocking formalities for these shares and accumulatively repaid in Nov. 2013 the 5,025 shares which had been
paid by SIHC on behalf of the former shareholder. On 8 Jan. 2014, the 49,815 shares of the Company held by
Yang Fuze became tradable. For details, see the “Suggestive Announcement on Unlocking Restricted Shares”
disclosed on 6 Jan. 2014.
Approval of the change in shares
□ Applicable √ Inapplicable
Transfer of share ownership
√ Applicable □ Inapplicable
The total 51,840 shares of the Company held by former restricted share holder Shenzhen Longgang Changsheng
Industrial Co., Ltd. were frozen and auctioned as a judicial procedure. Natural person Yang Fuze obtained these
shares in the auction and the transfer formalities were completed in Jul. 2013. The Shenzhen branch of China
Securities Depository and Clearing Co., Ltd. issued the “Securities Transfer Confirmation” for him.
35
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Effects of the change in shares on the basic EPS, diluted EPS, net assets per share attributable to common
shareholders of the Company and other financial indexes over the last year and last period
□ Applicable √ Inapplicable
Other contents that the Company considered necessary or were required by the securities regulatory authorities to
disclose
□ Applicable √ Inapplicable
II. Issuance and listing of securities
1. Securities issued in the three years ended 31 Dec. 2013
In the three years ended 31 Dec. 2013, the Company did not issue any shares, convertible corporate bonds,
warrant bonds, corporate bonds or other derivative securities.
2. Changes in total shares of the Company and the shareholder structure, as well as the asset and liability
structures
In the reporting period, the total shares and the share capital structure of the Company remained the same, which
thus caused no change of its asset and liability structures.
3. Existing shares held by the staff of the Company
Naught
III. Shareholders and actual controller
1. Total number of shareholders and their shareholdings
Unit: share
Total number of shareholders at the Total number of shareholders on the fifth trading
44,931 44067
end of the reporting period day before the disclosure date of the annual report
Particulars about shares held by shareholders with a shareholding percentage over 5% or by the top ten shareholders holding shares
Increase/d Pledged or frozen shares
Shareholdi Number of
Total shares ecrease Number of
Name of Nature of ng non-restrict
held at the during the restricted Status of
shareholder shareholder percentage ed shares Number of shares
period-end reporting shares held shares
(%) held
period
SHENZHEN
CONSTRUCTIO State-owned
54.33% 323,796,324 293,997,370 29,798,954 0
N corporation
INVESTMENT
36
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
HOLDINGS
CORPORATION
SHENZHEN
INVESTMENT State-owned
9.49% 56,582,573 56,582,573 0 0
MANAGEMENT corporation
CORPORATION
SHENZHEN
GUOMAO
State-owned
PROPERTY 0.32% 1,881,841 1,881,841 0
corporation
MANAGERME
NT CO., LTD.
SHENZHEN
DUTY-FREE Domestic
COMMODITY non-state-own 0.29% 1,730,300 1,730,300 0
ENTERPRISES ed corporation
CO., LTD.
Domestic
LONG KEYI 0.19% 1,102,600 1,102,600 0
natural person
Domestic
CHEN LIYING 0.17% 1,036,051 1,036,051 0
natural person
Domestic
LIU YUNDE 0.17% 1,001,300 1,001,300 0
natural person
Domestic
ZHANG HUI 0.17% 1,000,000 1,000,000 0
natural person
GUOTAI
JUNAN
Foreign
SECURITIES 0.16% 975,000 975,000 0
corporation
(HONGKONG)L
IMITED
HONG Domestic
0.14% 850,019 850,019 0
GENGDONG natural person
Strategic investor or general
corporation becoming a top ten
Naught
shareholder due to placing of new
shares (if any) (see Note 3)
Explanation on associated The first and second principal shareholders of the Company are managed by Shenzhen Investment
relationship or/and persons acting Holding Corporation, the actual controlling shareholder of the Company. The third principal
in concert among the shareholder is a wholly-funded subsidiary of the Company. And the Company does not know
above-mentioned shareholders: whether there are related parties or acting-in-concert parties among the other 7 shareholders.
Particulars about shares held by the top ten non-restricted share holders
37
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Type of shares
Name of shareholder Number of non-restricted shares held at the period-end
Type of shares Number
SHENZHEN CONSTRUCTION
RMB ordinary
INVESTMENT HOLDINGS 29,798,954 29,798,954
shares
CORPORATION
SHENZHEN GUOMAO
RMB ordinary
PROPERTY MANAGERMENT 1,881,841 1,881,841
shares
CO., LTD.
RMB ordinary
LONG KEYI 1,102,600 1,102,600
shares
Domestically
CHEN LIYING 1,036,051 listed foreign 1,036,051
shares
RMB ordinary
LIU YUNDE 1,001,300 1,001,300
shares
RMB ordinary
ZHANG HUI 1,000,000 1,000,000
shares
Domestically
GUOTAI JUNAN SECURITIES
975,000 listed foreign 975,000
(HONGKONG)LIMITED
shares
RMB ordinary
HONG GENGDONG 850,019 850,019
shares
RMB ordinary
ZHONG LAIQUN 732,700 732,700
shares
RMB ordinary
LU YANHONG 663,400 663,400
shares
Explanation on associated
The first and second principal shareholders of the Company are managed by Shenzhen
relationship or/and persons acting in
Investment Holding Corporation, the actual controlling shareholder of the Company. The third
concert among the top ten tradable
principal shareholder is a wholly-funded subsidiary of the Company. And the Company does
shareholders and between the top ten
not know whether there are related parties or acting-in-concert parties among the other 7
tradable shareholders and the top ten
shareholders.
shareholders
Explanation on the ten top
shareholders participating in the
Naught
margin trading business (if any)
(note 4)
Did any shareholder of the Company conduct any promissory repo during the reporting period?
□ Yea √ No
2. Particulars about controlling shareholders
38
2013 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. Shenzhen Investment Holdings
Corporation was a wholly state-owned limited liability company established on the basis of the original three
Shenzhen state-owned assets management companies, and was a municipal state-owned assets management
company operating mainly on the business such as property management, capital operation, investment and
financing, with the registered capital of RMB 7 billion.
The main function of the Company was according to the execution of the obligation of the contributor of the
municipal stated-owned enterprises granted by the Municipal State-owned Assets Supervision and Administration
Commission; acted as the integrated disposal platform of reform and adjust the stripping assets of Shenzhen
state-owned enterprises and administrative institution; responsible for the loans guarantee business of the
municipal state-owned enterprises; engaged in the real estate development business in the scale of acquired the
land use right legally; executed policy and strategic investment according to the requirements of the Municipal
State-owned Assets Supervision and Administration Commission.
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
Changes on the actual controller during the reporting period
□ Applicable √ Inapplicable
Block diagram of property rights and control relationship between the Company and the actual controller
The actual controller controlled the Company by entrustment or other assets management methods
39
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
□ Applicable √ Inapplicable
4. Other institutional shareholders owning over 10% shares
During the reporting period, there existed no other institutional shareholders owning over 10% (including 10%) shares.
IV. Explanation on shareholding increase scheme during the reporting period proposed or
implemented by the principal shareholders and act-in-concert persons
There was no any shareholding increase scheme during the reporting period proposed or implemented by the principal shareholders
and act-in-concert persons.
40
2013 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 Sep. 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 Nov. 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 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 Dec. 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
41
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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 Apr. 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 Jianxin, was born in Sep. 1954, University Degree, member of Communist Party of China. He graduated
from Zhongnan University of Economics and Law in 1978; Once held the post in Wuhan Bureau of Statistics;
Engaged in the scientific research in Hubei Academy of Social Sciences, Institute of Economics in 1980; Acted as
Deputy Director of Hubei Academy of Social Sciences， Institute of Agricultural Economics in 1988; Acted as
Standing Deputy Director, Associate Professor and Postgraduate Tutor in 1992; Transferred into Shenzhen
Newrand Securities Investment Consulting Co., Ltd. and acted as Marketing Manager in 1995; Transferred into
Shenzhen Academy of Social Sciences in 1996, and had served successively as Deputy Director, Director,
Associate Professor in Institute of Economics. He acted as Independent Director of Shenzhen Kondarl (Group)
Co., Ltd. from 2001 to 2006; Acted as Independent Director of Shenzhen Tagen Group Co., Ltd. from 2003 to
2009; Acted as Independent Director of Shenzhen Kondarl (Group) Co., Ltd. from 2009 to present. He recently
acted as Chairman and Associate Professor in Shenzhen Academy of Social Sciences, Center of Open Economics,
and 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.
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
42
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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 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.
43
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Particulars about employers in the shareholders’ companies
√ Applicable □ Inapplicable
Whether receiving subsidies and
Name of Posts held in shareholders’
Name of shareholders’ companies remuneration in shareholders’
employers companies
companies
Minister of Enterprise First
Wen Li Shenzhen Investment Holdings Co., Ltd. Yes
Department
Vice-minister of Legal
Guo Liwei Shenzhen Investment Holdings Co., Ltd. Yes
Department
Zhang Shilei Shenzhen Investment Holdings Co., Ltd. Deputy Director of the Office Yes
Vice-minister of Audit
Wang Xiuyan Shenzhen Investment Holdings Co., Ltd. Yes
Department
Particulars about employers in other companies
√ Applicable □ Inapplicable
Name of Whether receiving subsidies and
Name of other companies Posts held in other
employers remuneration in other companies
companies
Li Jianxin Shenzhen Academy of Social Sciences Research scholar Yes
College of Economics and Management of
Zha Zhenxiang Dean Yes
Shenzhen Polytechnic
Dong Zhiguang Shenzhen Osgate Trading Co., Ltd. Chairman of the Board Yes
III. Remuneration of directors, supervisors, senior executives and staff
During the reporting period, the board and the management of the Company signed statement of operation objectives responsibility
for 2013, 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 assessment of the board.
Remuneration of directors, supervisors, senior executives during the reporting period
Unit: RMB Yuan
Total amount
Total amount Actual
of
of remuneration
Incumbent or remuneration
Name Post Gender Age remuneration till the end of
not received from
received from the reporting
the
the Company period
shareholders’
44
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
companies
Chairman of
Chen Yugang Male 57 Incumbent 875,750 0 875,750
the board
Director,
Wei Zhi General Male 57 Incumbent 844,300 0 844,300
Manager
Director,
Liu Guangxin Chairman of Male 56 Incumbent 826,125 0 826,125
Labor Union
Gong Sixin Director, CFO Male 46 Incumbent 447,800 0 447,800
Paid by the Paid by the
Wen Li Director Female 45 Incumbent 0 control control
shareholders shareholders
Paid by the Paid by the
Guo Liwei Director Male 41 Incumbent 0 control control
shareholders shareholders
Independent
Lian Jianxin Male 60 Incumbent 60,000 0 60,000
Director
Independent
Zha Zhenxiang Male 59 Incumbent 80,000 0 80,000
director
Independent
Dong Zhiguang Male 57 Incumbent 80,000 0 80,000
director
Independent
Li Xiaofan Male 61 Left 20,000 0 20,000
director
Chairman of
Dai Xianhua the supervisory Male 52 Incumbent 427,800 0 427,800
committee
Paid by the Paid by the
Zhang Shilei Supervisor Male 36 Incumbent 0 control control
shareholders shareholders
Paid by the Paid by the
Wang Xiuyan Supervisor Female 52 Incumbent 0 control control
shareholders shareholders
Supervisor、
manager of
Wang Qiuping development Female 44 Incumbent 337,250 0 337,250
management
department
Supervisor、
Zhang Gejian Male 39 Incumbent 336,750 0 336,750
manager of
45
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
audit
department
Vice general
manager,
Wang Hangjun financial Male 48 Incumbent 826,125 0 826,125
employee in
charge
Vice general
Li Zipeng Male 48 Incumbent 790,500 0 790,500
manager
Vice general
manager,
Fan Weiping Male 49 Incumbent 826,125 0 826,125
secretary of the
board
Total -- -- -- -- 6,778,525 0 6,778,525
Particulars about equity incentive granted to directors, supervisors, senior executives during the reporting period
□ Applicable √ Inapplicable
IV. Changes on directors, supervisors and senior executives of the Company
Name Position Type Date Reason
Independent Left as the term
Li Xiaofan 29 Mar. 2013 Term of service expired
Director expired
Director Li Xiaofan expired of his service term and
Independent
Li Jianxin Elected 29 Mar. 2013 Mr. Li Jianxin was nominated as newly
Director
Independent Director.
V. Changes on the core technical team or key technical staff of the reporting period (except
for directors, supervisors and senior executives)
N/A.
VI. Particulars about employees
The Company has totally 3110 employees in office at present, including 1956 production personnel, 185 salespersons, 670
technicians, 110 financial personnel and 189 administrative personnel. 1420 persons graduated from technical secondary school and
college or above. At present, the Company needs to bear the expenses of 200 retirees.
46
2013 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.
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.
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.
II. Particulars about annual shareholders’ general meetings and temporary shareholders’
meetings during the reporting period
47
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
1. Particulars about annual shareholders’ general meetings during the reporting period
Date of holding the Name of proposal on
Name of meeting Result of resolution Date of disclosure Index for disclosure
meeting the meeting
2012 Annual Work
Approval 23 Apr. 2013 www.cninfo.com.cn
Report of the Board
2012 Annual Work
Report of the
Approval 23 Apr. 2013 www.cninfo.com.cn
Supervisory
Committee
2012 Annual Report
on Financial Approval 23 Apr. 2013 www.cninfo.com.cn
Statement
2013 Annual Report
Approval 23 Apr. 2013 www.cninfo.com.cn
on Financial Budget
2012 Annual Report Approval 23 Apr. 2013 www.cninfo.com.cn
Proposal on Profit
Distribution and
Transfer of Capital Approval 23 Apr. 2013 www.cninfo.com.cn
Reserve to Common
2012 Annual
Shares for 2012
Shareholders’ 23 Apr. 2013
General Meeting Proposal on Further
Employment of Approval 23 Apr. 2013 www.cninfo.com.cn
Accounting Firm
Proposal on Loans
and Guarantee Loans Approval 23 Apr. 2013 www.cninfo.com.cn
of subsidiaries
Proposal on
Nominating
Candidates for Approval 23 Apr. 2013 www.cninfo.com.cn
Independent
Directors
Proposal on
Authorizing the
Investment
Approval 23 Apr. 2013 www.cninfo.com.cn
Permission of the
Board of Directors
of the Company
48
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
2. Particulars about temporary shareholders’ meetings during the reporting period
There was no temporary shareholders’ meeting held during the reporting period.
III. Execution of duty of independent directors during the reporting period
1. Attendance of independent directors in the board meetings and shareholders’ meetings
Particulars about attendance of independent directors in board meetings
Amount of Amount of Amount of Amount of Amount of Whether being
meetings meetings meetings director meetings director meetings absent from
Name of independent
independent independent attended in the authorized independent board meetings
director
director need director attended means of others’ director was two times in
attend this year in person communication attendance absent from succession
Li Xiaofan 5 1 4 0 0 No
Zha Zhenxiang 5 1 4 0 0 No
Dong Zhiguang 5 1 4 0 0 No
Amount of shareholders’ general
meetings that independent directors 1
attended
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.
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.
1. Duty performance of strategic development and investment committee
During the reporting period, strategic development and investment committee paid attention to authorization of
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
the board to project development and financing, kept good contact with the management and had a good
knowledge of matters within their power.
2. 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. Li Jianxin as Independent Director of the Company, and
put forward the Proposal on Recommending Mr. Li Jianxin as Independent Director of the Company.
3. 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.
4. Duty performance of audit committee
During the reporting period, audit committee held on-the-spot working conference once, listened to report of
Union Power CPAs on audit work, deliberate preliminary audit opinion issued by Union Power CPAs and
proposed their opinions about 2013 Financial Statement of the Company.
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. 1. 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. 2. 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, 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. 3. 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. 4. 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. 5. In
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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. Particulars about the horizontal competition
Inapplicable.
VIII. Assessment and incentive mechanisms for senior executives
Within the reporting period, the annual operating target plan 2013 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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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section IX. Internal Control
I. Construction of internal control
In 2013, 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 3-year establishment of system and mechanism, the
Company has systematically perfected Risk Database, Internal Control Manual, and Internal Control Assessment
Manual as well as improved the establishment of internal control constantly.
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. 2013 (base
day).
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
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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 report on 1 Apr. 2014
internal control
Index for disclosure of whole
article of self-assessment report on http://www.cninfo.com.cn
internal control
V. Audit report on internal control
√ Applicable □ Inapplicable
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
1 Apr. 2014
of audit report on internal control
Index for whole article of audit
http://www.cninfo.com.cn
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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2013 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 31 Mar. 2014
Name of the auditor’s report Union Power Certified Public Accountants Co., Ltd.
Document No. of the auditor’s report ZHS Zi (2014) No. 010665
Name of the CPA Wang Yu, Fan Guiming
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. 2013, 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. 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. 2013 and their
operating results and cash flows for the year then ended.
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2013 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 977,171,814.20 797,724,311.37
Settlement reserves
Intra-group lendings
Transactional financial assets
Notes receivable
Accounts receivable 22,208,022.21 20,584,008.68
Accounts paid in advance 35,904,799.33 64,714,990.11
Premiums receivable
Reinsurance premiums receivable
Receivable reinsurance contract
reserves
Interest receivable
Dividend receivable
Other accounts receivable 7,919,365.82 6,371,689.34
Financial assets purchased under
agreements to resell
Inventories 2,101,399,879.93 2,300,674,551.14
Non-current assets due within 1 year
Other current assets
Total current assets 3,144,603,881.49 3,190,069,550.64
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 78,414,131.22 84,249,349.70
Investing property 273,314,623.03 285,258,604.17
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Fixed assets 75,301,015.72 78,821,168.21
Construction in progress 57,000.00
Engineering materials
Disposal of fixed assets
Production biological assets
Oil-gas assets
Intangible assets 106,945,090.07 114,098,153.11
R&D expense
Goodwill
Long-term deferred expenses 3,081,383.99 3,644,288.40
Deferred income tax assets 191,592,588.80 194,507,824.50
Other non-current assets
Total of non-current assets 728,648,832.83 760,636,388.09
Total assets 3,873,252,714.32 3,950,705,938.73
Current liabilities:
Short-term borrowings 300,000,000.00 360,000,000.00
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 265,697,047.64 298,525,752.32
Accounts received in advance 141,082,677.48 678,075,291.01
Financial assets sold for repurchase
Handling charges and commissions
payable
Employee’s compensation payable 50,023,230.98 54,721,616.91
Tax payable 865,513,058.59 733,659,679.71
Interest payable 934,568.21
Dividend payable
Other accounts payable 123,967,110.64 138,742,022.58
Reinsurance premiums payable
Insurance contract reserves
Payables for acting trading of
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
securities
Payables for acting underwriting of
securities
Non-current liabilities due within 1
67,009,888.28 14,909,888.32
year
Other current liabilities
Total current liabilities 1,814,227,581.82 2,278,634,250.85
Non-current liabilities:
Long-term borrowings 116,243,352.00 19,316,666.64
Bonds payable
Long-term payables
Specific payables
Estimated liabilities
Deferred income tax liabilities 2,739,089.94
Other non-current liabilities 139,138,400.76 145,997,301.31
Total non-current liabilities 255,381,752.76 168,053,057.89
Total liabilities 2,069,609,334.58 2,446,687,308.74
Owners’ equity (or shareholders’
equity)
Paid-up capital (or share capital) 595,979,092.00 595,979,092.00
Capital reserves 120,086,646.43 120,086,646.43
Less: Treasury stock
Specific reserves
Surplus reserves 121,542,385.81 102,882,532.15
Provisions for general risks
Retained profits 972,271,884.95 690,091,174.80
Foreign exchange difference -7,098,716.51 -5,882,902.45
Total equity attributable to owners of
1,802,781,292.68 1,503,156,542.93
the Company
Minority interests 862,087.06 862,087.06
Total owners’ (or shareholders’) equity 1,803,643,379.74 1,504,018,629.99
Total liabilities and owners’ (or
3,873,252,714.32 3,950,705,938.73
shareholders’) equity
Legal representative: Chen Yugang Person-in-charge of the accounting work: Wang Hangjun
Chief of the accounting division: Shen Xueying
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2013 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 420,568,966.65 399,641,751.92
Transactional financial assets
Notes receivable
Accounts receivable 1,158,087.49 779,588.68
Accounts paid in advance 429,546.00 138,000.00
Interest receivable 631,400.00
Dividend receivable
Other accounts receivable 1,104,282,291.68 793,063,936.59
Inventories 326,684,862.09 324,442,304.42
Non-current assets due within 1 year 475,000,000.00
Other current assets 150,000,000.00
Total current assets 2,003,755,153.91 1,993,065,581.61
Non-current assets:
Available-for-sale financial assets
Held-to-maturity investments
Long-term accounts receivable
Long-term equity investment 310,701,892.20 316,537,110.68
Investing property 181,492,088.46 193,719,444.41
Fixed assets 15,709,482.23 18,999,543.38
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 1,643,273.97 1,816,250.25
Deferred income tax assets
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Other non-current assets 130,000,000.00
Total of non-current assets 639,546,736.86 531,072,348.72
Total assets 2,643,301,890.77 2,524,137,930.33
Current liabilities:
Short-term borrowings 240,000,000.00
Transactional financial liabilities
Notes payable
Accounts payable 28,121,986.86 33,664,931.14
Accounts received in advance 12,801,629.50 426,641.50
Employee’s compensation payable 8,230,148.81 10,017,975.02
Tax payable 2,051,845.65 2,092,132.57
Interest payable 433,972.60
Dividend payable
Other accounts payable 1,136,178,056.53 1,447,198,939.98
Non-current liabilities due within 1
year
Other current liabilities
Total current liabilities 1,427,817,639.95 1,493,400,620.21
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
Total non-current liabilities 1,851,595.90
Total liabilities 1,427,817,639.95 1,495,252,216.11
Owners’ equity (or shareholders’
equity)
Paid-up capital (or share capital) 595,979,092.00 595,979,092.00
Capital reserves 94,057,859.68 94,057,859.68
Less: Treasury stock
Specific reserves
Surplus reserves 120,885,575.37 102,225,721.71
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
General risk provision
Retained profits 404,561,723.77 236,623,040.83
Foreign exchange difference
Total owners’ (or shareholders’) equity 1,215,484,250.82 1,028,885,714.22
Total liabilities and owners’ (or
2,643,301,890.77 2,524,137,930.33
shareholders’) equity
Legal representative: Chen Yugang Person-in-charge of the accounting work: Wang Hangjun
Chief of the accounting division: Shen Xueying
3. Consolidated income statement
Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
Unit: RMB Yuan
Item Amount in 2013 Amount in 2012
I. Total operating revenues 1,619,227,227.60 1,861,298,830.99
Including: Sales income 1,619,227,227.60 1,861,298,830.99
Interest income
Premium income
Handling charge and
commission income
II. Total operating cost 1,200,805,740.45 1,379,046,423.21
Including: Cost of sales 744,847,455.76 841,932,253.07
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 312,773,207.11 398,859,737.67
Selling and distribution expenses 40,219,755.20 43,951,174.60
Administrative expenses 109,662,479.90 109,680,547.70
Financial expenses -6,334,701.69 -1,504,589.66
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Asset impairment loss -362,455.83 -13,872,700.17
Add: Gain/(loss) from change in fair
value (“-” means loss)
Gain/(loss) from investment (“-”
5,164,781.52 3,145,809.75
means loss)
Including: share of profits in associates
5,164,781.52 3,145,809.75
and joint ventures
Foreign exchange gains (“-” means
loss)
III. Business profit (“-” means loss) 423,586,268.67 485,398,217.53
Add: non-operating income 2,445,277.76 4,025,211.48
Less: non-operating expense 3,097,072.00 2,375,285.99
Including: loss from non-current asset
88,561.24 58,269.77
disposal
IV. Total profit (“-” means loss) 422,934,474.43 487,048,143.02
Less: Income tax expense 122,093,910.62 112,225,990.61
V. Net profit (“-” means loss) 300,840,563.81 374,822,152.41
Including: Net profit achieved by
combined parties before the 1,312,539.70
combinations
Attributable to owners of the
300,840,563.81 375,422,129.64
Company
Minority shareholders’ income -599,977.23
VI. Earnings per share -- --
(I) Basic earnings per share 0.5048 0.6299
(II) Diluted earnings per share 0.5048 0.6299
Ⅶ. Other comprehensive incomes -1,215,814.06 7,383.80
Ⅷ. Total comprehensive incomes 299,624,749.75 374,829,536.21
Attributable to owners of the
299,624,749.75 375,429,513.44
Company
Attributable to minority
-599,977.23
shareholders
Legal representative: Chen Yugang Person-in-charge of the accounting work: Wang Hangjun
Chief of the accounting division: Shen Xueying
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
4. Income statement of the Company
Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
Unit: RMB Yuan
Item Amount in 2013 Amount in 2012
I. Total sales 51,786,335.36 48,210,057.27
Less: cost of sales 14,620,872.04 20,151,948.72
Business taxes and surcharges 7,700,375.63 9,028,751.88
Distribution expenses
Administrative expenses 44,011,892.19 43,915,015.22
Financial costs 7,797,249.44 -2,354,237.66
Impairment loss -16,097,045.15 -15,500,366.74
Add: gain/(loss) from change in fair
value (“-” means loss)
Gain/(loss) from investment (“-” means
191,239,981.52 381,808,751.52
loss)
Including: income form investment on
5,164,781.52 3,145,809.75
associates and joint ventures
II. Business profit (“-” means loss) 184,992,972.73 374,777,697.37
Add: non-business income 1,637,357.28 2,089,256.20
Less: non-business expense 31,793.41 1,488,094.69
Including: loss from non-current asset
1,793.41 1,470.30
disposal
III. Total profit (“-” means loss) 186,598,536.60 375,378,858.88
Less: income tax expense
IV. Net profit (“-” means loss) 186,598,536.60 375,378,858.88
V. Earnings per share -- --
(I) Basic earnings per share 0.3131 0.6299
(II) Diluted earnings per share 0.3131 0.6299
VI. Other comprehensive income
VII. Total comprehensive income 186,598,536.60 375,378,858.88
Legal representative: Chen Yugang Person-in-charge of the accounting work: Wang Hangjun
Chief of the accounting division: Shen Xueying
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
5. Consolidated cash flow statement
Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
Unit: RMB Yuan
Item Amount in 2013 Amount in 2012
I. Cash flows from operating activities:
Cash received from sale of
1,065,181,587.19 2,127,163,532.80
commodities and rendering of service
Net increase of deposits from
customers and dues from banks
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
29,128,598.42 37,705,584.60
operating activities
Subtotal of cash inflows from operating
1,094,310,185.61 2,164,869,117.40
activities
Cash paid for goods and services 368,302,207.22 613,923,266.79
Net increase of customer lendings
and advances
Net increase of funds deposited in the
central bank and amount due from
banks
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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 254,498,181.42 244,711,375.88
Various taxes paid 270,951,854.45 395,582,349.38
Other cash payment relating to
90,133,612.42 104,937,927.97
operating activities
Subtotal of cash outflows from
983,885,855.51 1,359,154,920.02
operating activities
Net cash flows from operating activities 110,424,330.10 805,714,197.38
II. Cash flows from investing activities:
Cash received from withdrawal of
investments
Cash received from return on
9,705,931.45
investments
Net cash received from disposal of
fixed assets, intangible assets and other 18,659,065.60 780,451.00
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
18,659,065.60 10,486,382.45
investing activities
Cash paid to acquire fixed assets,
intangible assets and other long-term 12,696,883.02 4,327,597.65
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
12,696,883.02 4,327,597.65
investing activities
Net cash flows from investing activities 5,962,182.58 6,158,784.80
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
III. Cash Flows from Financing
Activities:
Cash received from capital
contributions
Including: Cash received from
minority shareholder investments by
subsidiaries
Cash received from borrowings 461,243,352.00 186,000,000.00
Cash received from issuance of
bonds
Other cash received relating to
financing activities
Subtotal of cash inflows from financing
461,243,352.00 186,000,000.00
activities
Repayment of borrowings 372,330,333.35 618,961,878.68
Cash paid for interest expenses and
23,373,070.63 48,917,137.06
distribution of dividends or profit
Including: dividends or profit paid
by subsidiaries to minority shareholders
Other cash payments relating to
1,677,492.00 1,584,500.00
financing activities
Sub-total of cash outflows from
397,380,895.98 669,463,515.74
financing activities
Net cash flows from financing activities 63,862,456.02 -483,463,515.74
IV. Effect of foreign exchange rate
-801,465.87 1,103.36
changes on cash and cash equivalents
V. Net increase in cash and cash
179,447,502.83 328,410,569.80
equivalents
Add: Opening balance of cash and
797,724,311.37 469,313,741.57
cash equivalents
VI. Closing balance of cash and cash
977,171,814.20 797,724,311.37
equivalents
Legal representative: Chen Yugang Person-in-charge of the accounting work: Wang Hangjun
Chief of the accounting division: Shen Xueying
6. Cash flow statement of the Company
Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
65
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Unit: RMB Yuan
Item Amount in 2013 Amount in 2012
I. Cash flows from operating activities:
Cash received from sale of
50,534,901.36 48,165,574.83
commodities and rendering of service
Tax refunds received
Other cash received relating to
19,754,794.25 1,238,725,468.05
operating activities
Subtotal of cash inflows from operating
70,289,695.61 1,286,891,042.88
activities
Cash paid for goods and services 8,723,060.88 7,593,201.26
Cash paid to and for employees 22,284,922.53 17,689,894.18
Various taxes paid 11,664,415.35 12,331,745.43
Other cash payment relating to
469,502,088.72 970,661,663.27
operating activities
Subtotal of cash outflows from
512,174,487.48 1,008,276,504.14
operating activities
Net cash flows from operating activities -441,884,791.87 278,614,538.74
II. Cash flows from investing activities:
Cash received from retraction of
195,000,000.00
investments
Cash received from return on
25,443,800.00 46,868,931.45
investments
Net cash received from disposal of
fixed assets, intangible assets and other 11,983,185.60 2,220.00
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
232,426,985.60 46,871,151.45
investing activities
Cash paid to acquire fixed assets,
intangible assets and other long-term 551,487.00 9,689,947.61
assets
Cash paid for investment
Net cash paid to acquire subsidiaries
and other business units
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Other cash payments relating to
investing activities
Subtotal of cash outflows from
551,487.00 9,689,947.61
investing activities
Net cash flows from investing activities 231,875,498.60 37,181,203.84
III. Cash Flows from Financing
Activities:
Cash received from capital
contributions
Cash received from borrowings 240,000,000.00
Cash received from issuance of
bonds
Other cash received relating to
financing activities
Subtotal of cash inflows from financing
240,000,000.00
activities
Repayment of borrowings
Cash paid for interest expenses and
8,720,000.00
distribution of dividends or profit
Other cash payments relating to
343,492.00
financing activities
Sub-total of cash outflows from
9,063,492.00
financing activities
Net cash flows from financing activities 230,936,508.00
IV. Effect of foreign exchange rate
changes on cash and cash equivalents
V. Net increase in cash and cash
20,927,214.73 315,795,742.58
equivalents
Add: Opening balance of cash and
399,641,751.92 83,846,009.34
cash equivalents
VI. Closing balance of cash and cash
420,568,966.65 399,641,751.92
equivalents
Legal representative: Chen Yugang Person-in-charge of the accounting work: Wang Hangjun
Chief of the accounting division: Shen Xueying
7. Consolidated statement of changes in owners’ equity
Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
67
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
2013
Unit: RMB Yuan
Reporting period
Equity attributable to owners of the Company
Less: Spec Gener Total
Item Minority
Paid-up capital
Capital treas ific Surplus al risk Retained owners’
(or share Others interests
reserve ury reser reserve reserv profit equity
capital)
stock ve e
I. Balance at the end of 63,783,019 102,882,53 746,091,17 -5,882,9 862,087.0 1,503,715,
595,979,092.00
the previous year .03 2.15 4.80 02.45 6 002.59
Add: change of
accounting policy
Correction of errors 56,303,627 -56,000,00
303,627.40
in previous periods .40 0.00
Other
II. Balance at the 120,086,64 102,882,53 690,091,17 -5,882,9 862,087.0 1,504,018,
595,979,092.00
beginning of the year 6.43 2.15 4.80 02.45 6 629.99
III. Increase/ decrease
18,659,853. 282,180,71 -1,215,8 299,624,74
of amount in the year
66 0.15 14.06 9.75
(“-” means decrease)
300,840,56 300,840,56
(I) Net profit
3.81 3.81
(II) Other -1,215,8 -1,215,814.
comprehensive incomes 14.06 06
Subtotal of (I) and 300,840,56 -1,215,8 299,624,74
(II) 3.81 14.06 9.75
(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 18,659,853. -18,659,85
distribution 66 3.66
1. Appropriations 18,659,853. -18,659,85
to surplus reserves 66 3.66
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2013 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
(VII) Other
120,086,64 121,542,38 972,271,88 -7,098,7 862,087.0 1,803,643,
IV. Closing balance 595,979,092.00
6.43 5.81 4.95 16.51 6 379.74
2012
Unit: RMB Yuan
Last year
Equity attributable to owners of the Company
Less: Total
Item Minority
Paid-up capital General
Capital treas Specific Surplus Retaine owners’
(or share risk Others interests
reserve ury reserve reserve d profit equity
capital) reserve
stock
I. Balance at the end of 64,020,275 69,712, 406,422, -5,890,2 862,087.0 1,131,105,
595,979,092.00
the previous year .72 050.51 741.94 86.25 6 960.98
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Add: retrospective
adjustments due to 13,800,000 656,810 -3,240,0 11,216,784
business combinations .00 .44 25.58 .86
under the same control
Add: change of
accounting policy
Correction of errors 56,303,627 -56,000,
303,627.40
in previous periods .40 000.00
Other
II. Balance at the 134,123,90 70,368, 347,182, -5,890,2 862,087.0 1,142,626,
595,979,092.00
beginning of the year 3.12 860.95 716.36 86.25 6 373.24
III. Increase/ decrease
-14,037,25 32,513, 342,908, 361,392,25
of amount in the year 7,383.80
6.69 671.20 458.44 6.75
(“-” means decrease)
375,422, 375,422,12
(I) Net profit
129.64 9.64
(II) Other
7,383.80 7,383.80
comprehensive incomes
Subtotal of (I) and 375,422, 375,429,51
7,383.80
(II) 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 32,513, -32,513,
distribution 671.20 671.20
1. Appropriations 32,513, -32,513,
to surplus reserves 671.20 671.20
2. Appropriations
to general risk
provisions
3. Appropriations
to owners (or
shareholders)
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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
-14,037,25 -14,037,25
(VII) Other
6.69 6.69
120,086,64 102,882 690,091, -5,882,9 862,087.0 1,504,018,
IV. Closing balance 595,979,092.00
6.43 ,532.15 174.80 02.45 6 629.99
Legal representative: Chen Yugang Person-in-charge of the accounting work: Wang Hangjun
Chief of the accounting division: Shen Xueying
8. Statement of changes in owners’ equity of the Company
Prepared by Shenzhen Properties & Resources Development (Group) Ltd.
2013
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 37,754,232 102,225,72 292,623,04 1,028,582,
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
previous year 2.00 .28 1.71 0.83 086.82
Add: change of accounting
policy
Correction of errors in 56,303,627 -56,000,00
303,627.40
previous periods .40 0.00
Other
II. Balance at the beginning of 595,979,09 94,057,859 102,225,72 236,623,04 1,028,885,
the year 2.00 .68 1.71 0.83 714.22
III. Increase/ decrease of amount 18,659,853 167,938,68 186,598,53
in the year (“-” means decrease) .66 2.94 6.60
186,598,53 186,598,53
(I) Net profit
6.60 6.60
(II) Other comprehensive
incomes
186,598,53 186,598,53
Subtotal of (I) and (II)
6.60 6.60
(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
18,659,853 -18,659,85
(IV) Profit distribution
.66 3.66
1. Appropriations to surplus 18,659,853 -18,659,85
reserves .66 3.66
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
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(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
595,979,09 94,057,859 120,885,57 404,561,72 1,215,484,
IV. Closing balance
2.00 .68 5.37 3.77 250.82
2012
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 -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 56,303,627 -56,000,00
303,627.40
previous periods .40 0.00
Other
II. Balance at the beginning of 595,979,09 95,217,855 69,712,050 -106,242,1 654,666,85
the year 2.00 .39 .51 46.85 1.05
III. Increase/ decrease of amount -1,159,995. 32,513,671 342,865,18 374,218,86
in the year (“-” means decrease) 71 .20 7.68 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
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
2. Amounts of share-based
payments recognized in owners’
equity
3. Others
32,513,671 -32,513,67
(IV) Profit distribution
.20 1.20
1. Appropriations to surplus 32,513,671 -32,513,67
reserves .20 1.20
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 94,057,859 102,225,72 236,623,04 1,028,885,
IV. Closing balance
2.00 .68 1.71 0.83 714.22
Legal representative: Chen Yugang Person-in-charge of the accounting work: Wang Hangjun
Chief of the accounting division: Shen Xueying
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.
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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 17th session of the 7th Board of Directors
of the Company on 31 Mar. 2014.
I V . Main accounting policies, accounting estimates and corrections of prior
accounting errors
1. Basis for preparation of financial statements
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
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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.
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 bargainer 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
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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. Relevant specific accounting policy of disposing the equity step by step till lose the control right
(1) Principle of judgment of “package deal”
If the regulations, conditions and its economic influences of each deal of disposing the equity investment of the
subsidiary met with following one or more kinds of situations, it indicated that the multiple transactions would
consolidate as package deal for accounting treatment: ①these transactions are formatted under the situation of
contemporary or considering of the mutual influences; ②only the entirety of these transactions could achieve a
complete commercial result; ③the happen of one transaction depends on at least the happen of other one
transaction; ④to see independently of one transaction is not economic while to considered with other transactions
are economic.
(2) Accounting treatment methods of “package deal”
If the each transaction of disposing the equity investment of the subsidiaries till lose the control right which
belongs to package deal, each transaction would be executed accounting treatment as a transaction of disposing
the subsidiaries that lose the control right; however, before losing the control right, for the balance between each
disposal of the remuneration and the corresponding shares of net assets of investing the subsidiary, would be
confirmed as other comprehensive benefits in the consolidate financial statement and would be transferred into the
current gains and losses of losing the control right when losing it. If not belongs to the package deal, before losing
the control right, or when losing it, should execute the accounting treatment according to the aforesaid situation of
not losing the control right to dispose party equity investment of the subsidiaries as well as according to the
accounting policy of losing the control right of the original subsidiaries.
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
If the regulations, conditions and its economic influences of each deal of disposing the equity investment of the
subsidiary met with following one or more kinds of situations, it indicated that the multiple transactions would
consolidate as package deal for accounting treatment: ①these transactions are formatted under the situation of
contemporary or considering of the mutual influences; ②only the entirety of these transactions could achieve a
complete commercial result; ③the happen of one transaction depends on at least the happen of other one
transaction; ④to see independently of one transaction is not economic while to considered with other transactions
are economic.
Execute the accounting treatment of the several financial statements of disposing the equity step by step till lose
the control right according to the accounting policy of disposing the long-term equity investment.
(3) Accounting treatment methods of non “package deal”
If not belongs to the package deal, before losing the control right, or when losing it, should execute the accounting
treatment according to the aforesaid situation of not losing the control right to dispose party equity investment of
the subsidiaries as well as according to the accounting policy of losing the control right of the original
subsidiaries.
7. 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;
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 intra-group 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
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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, and included the consolidate cash flow from the period-begin to the period-end of the
subsidiary into the consolidate cash flow 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 and included the consolidate cash flow from the
purchasing date to the period-end of the subsidiary into the consolidate cash flow 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.
When losing the control right of the original subsidiary owing to the disposing of party equity investment or other
reasons, for the remaining equity investment after the disposing, should be remeasured according to the fair value
of the date of losing the control right. The amount of the sum between the consideration of disposing the equity
and the fair value of the remaining equity that minus the balance between the shares of net assets that gained from
the original subsidiaries by continuously calculation according the original shareholding ratio since the purchasing
date should accrued into the current investment benefits of losing the control right. The other comprehensive
benefits related to the equity investment of the original subsidiaries should be transferred into the current
investment benefits when losing the control right.
The balance between the newly gained long-term equity investment owning to the purchasing of the minority
equities and the net identifiable assets enjoyed from the subsidiaries according to the newly increased
shareholding ratio, and the balance between the dispose of remuneration which gained from the partly depose of
the equity investment of the subsidiaries under the situation of not losing the control right and the corresponding
shares of net assets from the subsidiaries when disposing the long-term equity investment, should both adjust the
share premium of the capital surplus of the consolidate balance sheet. If the share premium of the capital surplus
is not sufficient for adjustment, retained earning is adjusted respectively.
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(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.
Inapplicable
8. 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.
9. 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.
10. Financial instruments
(1) Category of financial instruments
The Company recognizes 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 based on the reasons such as risks management, investment strategies and objective of holding the
financial assets, classifies the financial assets into the following four categories: a) financial assets at fair value
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through profit or loss; b) held-to-maturity investments; c) loans and receivables; and d) available-for-sale financial
assets.
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 recognizes 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 recognizes 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 recognizes 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 derecognizing of a financial asset in its entirety, the difference between the
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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).
If the transferred asset is part of a larger financial asset and the part transferred qualifies for derecognizing 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 derecognizing, 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 recognizes 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) Derecognizing conditions of financial liabilities
If the whole or partly of the current obligation of the financial liabilities of the Company is relieved, should
derecognize the financial liabilities or partly of it. The Company signs an agreement with the creditors is of the
method by undertaking the new financial liabilities to replace the current financial liabilities. if the new financial
liabilities are different from the current one on the essence of contract terms, should derecognize the current
financial liabilities and recognize the new one at the same time.
If the whole or partly of the financial liabilities had derecognized, should derecognize balance between partly of
the book value and the paid consideration (including the turned out non-cash assets or the new financial
liabilities)and accrued into the current gains and losses.
(5) Recognition method for fair value of financial assets and financial liabilities
① If there is an active market for the financial instrument, the fair value is quoted prices in the active market. The
offer of the active market refers to the prices that are liable to receive from the exchange, broker’s agency,
industry association and pricing service institution, etc, which represent the prices of the market dealing that
actually occurs in the fair dealing.
② If the market for a financial instrument is not active, the Company establishes fair value by using a proper
valuation technique on the basis of conservatism principle. The result by adopting the valuation technique reflect
the transaction value possible be adopted in the fair dealing on the valuation date. The valuation technique
includes the prices using in the recently market dealing between the parties which had referred to and knew of the
situation and decided to trade voluntary, the current fair value referred to the same other financial instrument in
essence, the discount cash flow method and options pricing model etc.
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(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.
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
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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
The Company takes the individual investment of impairment test for available-for-sale financial assets. On the
balance sheet date, it could judge whether the fair value of available-for-sale financial assets are seriously or
non-temporary decline: if the decline of the fair value of the individual available-for-sale financial assets exceeds
50% of the cost, or had continuously declined for over 12 months, should be recognized the available-for-sale
financial assets had decreased and should recognized the impairment losses according to the impairment provision
for the balance between the cost and the fair value. The cost at the period-end of available-for-sale financial assets
is the amortized cost which is initially measured according to the investment cost when receiving and is calculated
by the weighted average method when selling.
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
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.
11. Recognition criteria and withdrawal methods for bad debts provision of accounts
receivable
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(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
individual tests than those in Portfolio 1, considering the current
situation, the Company determines the bad-debt provisions ratio
Group 2 Aging analysis method
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
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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
Reason of individually withdrawing bad debt The receivable which is individually insignificant but the credit risk is high,
provision 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 between the
Withdrawal method for bad debt provision
asset's carrying amount and the present value of estimated future cash flows, and
withdraws relevant bad debts provision.
12. Inventory
(1) Classification
Inventories of the Company include raw materials, finished goods, and low-value consumption goods, land use
right held for real estate development, properties under development and completed properties for sale.
Reorganization of inventory: the Company confirms the inventory when meeting the following conditions at the
same time: ① the economic benefits related to the inventory possibility would flow into the enterprise; ② the
cost of the inventory could be reliably calculated.
(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:
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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
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
Amortization method: one-off amortization method
The amortization of the low-value consumption goods are by one-off amortization method.
Packing articles
Amortization method:
Inapplicable
13. Long-term equity investment
(1) Recognition of initial investment cost
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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.
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
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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.
(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
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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
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
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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.
(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.
14. 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.
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(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
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.
15. 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
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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
Subsequent expenditure related to the fixed assets should accrued into the cost of fixed assets if met with the
stipulated reorganization conditions of fixed assets; if not, should accrued directly into the current gains and losses
when occurred.
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
(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.
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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%.
16. Construction in progress
(1) Categories of construction in progress
The construction in progress of the Company includes the construction work, installation work, equipment under
installment, deferred cost and individual engineering etc. The valuation of the construction in progress: recognizes
the engineering cost according to the cost actual occurred. The cost of construction in progress also includes the
borrowing expenses and exchange gains and losses which should be capitalized.
(2) Standards and time of transferring construction in progress into fixed assets
The Company should transfer the construction in progress into fixes assets when the construction in progress is
ready for their intended use. If the built construction had reached the state ready for intended use but had not
settled the fixed assets of completion settlement, should recognized as fixed assets according to the estimated
value as well withdrew and depreciated; after execute the completion settlement procedure, it should adjust the
original provisional estimate value according to the actual cost but not the original withdrew depreciation amount.
(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.
17. Borrowing costs
(1) Recognition principles for capitalization of borrowing costs
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
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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.
18. Biological assets
Inapplicable
19. Oil-gas assets
Inapplicable
20. 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;
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
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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 plate 50 years, 12 years Period stipulated in the contractual rights
(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.
(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 is able to reliably measure the expenditure attributable to the intangible asset during its development.
21. 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.
22. 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
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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.
23. 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
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.
24. 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
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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
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
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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.
25. 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
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.
26. 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
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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
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.
27. 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
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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.
28. 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
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.
29. 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.
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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.
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
30. 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.
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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.
31. Capitalization of assets
Inapplicable
32. Hedging accounting
Inapplicable
33. 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
There was no change of accounting policies during the reporting period.
(2) Change of accounting estimates
Were the main accounting estimates changed during the report period?
□Yes √No
There was no change of accounting estimates during the reporting period.
34. Correction of previous accounting errors
Was any accounting error made in previous periods discovered in the report period?
√Yes □No
See details to the following retrospective restatement method.
(1) Retrospective restatement method
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Was any previous accounting error adopting retrospective restatement method discovered in the report period?
√Yes □No
(1) Event of verification and transfer of the withholding land value increment fee of the development rights of Jin
Lihua Commercial Plaza which was of RMB 56,303,627.40
In 1993, the Company and Shenzhen Waterfront Property Development Co., Ltd. (now is renamed as Shenzhen
Jiyong Property Development Co., Ltd., hereinafter refers to as Jiyong Company ) signed the Compensatory
Transfer Contract of the Development Right of “Champion Building”(Champion Building now is renamed as Jin
Lihua Commercial Plaza), and after the above transfer contracts recognized the income before 2001, the Company
withheld the land value increment fee of RMB 56,303,627.40 at the same time. According to No. 5 regulation of
the Decision about Strengthen the Marketization of Land Management for Further Invigorate and Specify the Real
Estate Market (SF [2001] No. 94) on “Exemption the secondary and tertiary real estate markets for the land value
increment fee”, and No. 14 regulation of the Notice about Executing the Strengthen of Marketization of Land
Management for Further Invigorate and Specify the Real Estate Market (SGT [2014] No. 314) on “the No. 15
regulation of the Notice about the land value increment fee of the secondary and tertiary real estate markets that,
the fees had handed over would not refund while the unhanded is exempted; and the No. 16 regulation will be
executed from the issuing date of the Notice.” During the reporting period, the Company executed retrospective
adjustment of the withholding land value increment fee of the transfer of Jin Lihua Plaza which was of RMB
56,303,627.40 as the previous errors, adjusted to increase the capital surplus at the year-end of 2001 of RMB
56,303,627.40 and adjusted to decreased the withholding expenses (reported to other accounts payable) at the
year-end of 2001 of RMB56, 303,627.40.
(2) Event of supplementary withdrawal of bad debt provision receivables from Jiyong Company which had
transferred the development rights of Jin Lihua Plaza
In Sep. 2005, Guangdong Higher People’s Court delivered the unlock judge to
Shenzhen Land Resources and Real Estate Authority, Registration Department: owing to the official unlock of the
property about 10 thousand square meter which had been closed down of Jiyong Company of the mentioned case
in Annotation (VII) 1 (1). And in Jan. 2006, Guangdong Higher People’s Court made the (2002) YGFZ Zi No. 1
Civil Ruling Paper, which found out there were no any following situation: such as Jiyong Company had no other
property for executing, and the Company also couldn’t offer the properties for executing. So it was judged to
suspend the executing of the repayment of the development rights that Jiyong Company transferred Ji Lihua Plaza
by the requirements in the (1999) YGFMC No. 3 Civil Judgment Paper issued by Guangdong Higher People’s
Court in Jul. 2001. So the Company supplementary withdrew of the bad debt provision receivables from Jiyong
Company which had transferred the development rights of Jin Lihua Plaza of RMB 56,000,000.00, and executed
the retrospective adjustment as the previous errors, adjusted to increase the 2005 annual management expenses of
RMB 56,000,000.00, and adjusted to decrease the accounts receivable at the year-end of 2005 of RMB
56,000,000.00. After the supplementary withdrawal, the Company had withdrawn the bad debt provision of the
transfer accounts receivable of Jiyong Company.
After the retrospective restatement, the influence situation of the current comparative financial statement was as
follows:
Influenced report item 31 Dec. 2012
Before retrospection Amount of the After the retrospection
retrospection
Accounts receivable 76,584,008.68 -56,000,000.00 20,584,008.68
Other accounts payable 195,045,649.98 -56,303,627.40 138,742,022.58
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Capital surplus 63,783,019.03 56,303,627.40 120,086,646.43
Retained profits 746,091,174.80 -56,000,000.00 690,091,174.80
Total of owners’ equity 1,503,715,002.59 303,627.40 1,504,018,629.99
Total of owners’ equity attributed to the 1,502,852,915.53 303,627.40 1,503,156,542.93
Company
Specific notes
Unit: RMB Yuan
The content of the correction of Name of the influenced report Accumulative influenced
Situation of approval process
accounting errors of each comparative period amount
Event of verification and transfer of
the withholding land value
increment fee of the development Other accounts payable -56,303,627.40
rights of Jin Lihua Commercial
Plaza
Capital surplus 56,303,627.40
Event of supplementary withdrawal
of bad debt provision receivables
from Jiyong Company which had Accounts receivable -56,000,000.00
transferred the development rights of
Jin Lihua Plaza
Retained profits -56,000,000.00
(2) Prospective application method
Was any previous accounting error adopting prospective application method discovered in the report period?
□Yes √No
35. 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
105
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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
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 16.5%、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
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
tax rate of the subsidiaries located in Hong Kong is 16.5%.
2. Tax preference and approval
N/A.
3. Other explanations
N/A.
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,
Real
Huangc subsidia construc
Shenzhe estate 300000 30,000,
heng ry tion, 100% 100% Yes
n develop 00.00 000.00
Real operatio
ment
Estate n and
Co., manage
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Ltd. ment of
commer
cial
service
facilities
relevant
to
Huangg
ang port
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% No
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- Real Develop
an owned Donggu estate 20,000, ment 20,000,
100% 100% Yes
Guomao subsidia an develop 000.00 and sale 000.00
Changs ry ment of
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
heng real
Real estate,
Estate lease of
Develop properti
ment es
Co.,
Ltd.
PRD Wholly- Develop
Yangzh owned ment
ou Real subsidia and sale
Estate ry of
Develop real
ment Real estate,
Co., Yangzh estate 50,000, construc 50,000,
100% 100% Yes
Ltd. ou develop 000.00 tion 000.00
ment 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.
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Shenzhe
Property
n
manage
Huangc
ment;
heng Wholly-
Property court
Real owned Shenzhe 5,000,0 5,000,0
manage virescen 100% 100% Yes
Estate subsidia n 00.00 00.00
ment ce and
Manage ry
cleansin
ment
g
Co.,
services
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,
Chongqi
reconstr
ng Wholly-
ucting
Ao’bo owned 2,000,0 3,500,0
Service and 100% 100% Yes
Elevator subsidia 00.00 00.00
repairin
Co., ry
g the
Ltd.
elevator
; sales
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
of
elevator
and
accessor
ies
Shenzhe
Mainten
n
Wholly- ance of
Tianque
owned Shenzhe 5,000,0 elevator 5,000,0
Elevator Service 100% 100% Yes
subsidia n 00.00 and air 00.00
Technol
ry 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
Shenzhe Supervi
n sion of
Property general
Wholly- Constru
Constru industri
owned Shenzhe ction 3,000,0 3,000,0
ction al and 100% 100% Yes
subsidia n Supervi 00.00 00.00
Supervi civil
ry sion
sion construc
Co., tion
Ltd. engineer
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
ing
Providin
Shenzhe g
n property
GUOM Wholly- informat
AO owned Shenzhe 138000 ion, 1,380,0
Service 100% 100% Yes
Real subsidia n 0.00 property 00.00
Estate ry agency
Trading and
Center 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 Wholly- commer
onal owned Shenzhe 12,000, cial, 12,000,
Trading 100% 100% Yes
Trade subsidia n 000.00 material 000.00
Plaza ry and
supplyin
g
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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 Real
ng estate
Shenzhe develop
n Real Wholly- Real ment
Estate owned Zhanjia estate 2,530,0 and 2,530,0
100% 100% Yes
Develop subsidia ng develop 00.00 sales of 00.00
ment ry ment commo
Co., dity
Ltd. premise
s
Shum Property
Yip agency
Properti Wholly- Real and
es owned Hong estate 20,000, investm 20,000, 96,860,
100% 100% Yes
Develop subsidia Kong develop 000.00 ent 000.00 513.83
ment ry ment
Co.,
Ltd.
Wayhan Property
g Wholly- Real develop
Develop owned Hong estate ment
2.00 2.00 100% 100% Yes
ment subsidia Kong develop
Co., ry ment
Ltd.
Chief Property
Wholly- Real
Link agency
owned Hong estate 862,087
Properti 100.00 and 100.00 70% 70% Yes
subsidia Kong develop .06
es Co., investm
ry ment
Ltd. ent
Syndis Wholly- Real Property
Investm owned Hong estate investm
4.00 4.00 100% 100% Yes
ent Co., subsidia Kong 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.
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(2) Subsidiaries obtained by business combination under the same control
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 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
There was no subsidiary obtained by business combination not under the same control of the Company.
2. Special purpose entities or operating entities with control right formed by entrusted operation or lease
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 Sep. 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
114
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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 Jun. 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 Dec. 31, 2014. SX Company paid for FET Company with 313,000 Yuan income obtained from
assets operation from Jun. 1, 2012 to Dec. 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.
Balance of Divestiture Assets as of December 31, 2013 in consolidated statements is as follows:
Item Amount Item Amount
Other receivables 100,973.73 Other payables 784,501.81
Investing real estate 10,315,762.93 Other non-current liabilities 21,289,629.66
Fixed assets 11,175,714.91
Long-term unamortized expenses 481,679.90
Total assets 22,074,131.47 Total liabilities and owners’ 22,074,131.47
equity
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
N/A
4. Main entities which are newly included into or are not included into consolidation scope during the
reporting period
N/A
5. Business combination under the same control during the reporting period
N/A
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
6. Business combination not under same control during the reporting period
Other notes to business combination not under same control:
N/A
Whether there was any situation of multiple transactions which realized the enterprise merger step by step and gained the control
right during the reporting period?
□ Applicable √ Inapplicable
7. Subsidiaries reduced by selling equities without control right during the reporting period
N/A
Whether there was situation of multiple transactions which disposed the investment of the subsidiaries step by step till lost the
control right during the reporting period?
□ Applicable √ Inapplicable
8. The counter purchases in the reporting period
N/A
9. Mergers in the reporting period
N/A
10. Exchange rates of major items in financial statements for foreign entities
For Hong Kong registered subsidiaries included in consolidated scope, such as Shum Yip Properties Development
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 (1：0.7862) 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 (1：0.7986) when trade
occurred.
VII. Notes on major items in consolidated financial statements of the Company
1. Monetary funds
Unit: RMB Yuan
Item Closing balance Opening balance
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Amount in Exchange Amount in Exchange
Amount in RMB Amount in RMB
foreign currency rate foreign currency rate
Cash: -- -- 263,857.71 -- -- 197,165.38
RMB -- -- 260,719.04 -- -- 196,113.48
HKD 3,992.20 0.7862 3,138.67 1,297.20 0.8109 1,051.90
Bank deposit: -- -- 974,606,475.15 -- -- 793,456,036.83
RMB -- -- 928,389,282.62 -- -- 788,676,797.01
HKD 58,785,541.24 0.7862 46,217,192.53 5,893,747.47 0.8109 4,779,239.82
Other monetary funds: -- -- 2,301,481.34 -- -- 4,071,109.16
RMB -- -- 2,301,481.34 -- -- 4,071,109.16
Total -- -- 977,171,814.20 -- -- 797,724,311.37
Notes: There was no any account limited by being mortgaged, pledged or frozen, deposited overseas or with potential collecting risks
of the Company during the reporting period.
2. Trading financial assets
(1) Trading financial assets
N/A
(2) Trading financial assets with realizable limit
N/A
(3) Hedging instruments and notes to relevant hedging transaction
Inapplicable
3. Notes receivable
(1) Category of notes receivable
Inapplicable
(2) Notes receivable pledged at period-end
Inapplicable
(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
Inapplicable
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
4. Dividends receivable
Inapplicable
5. Interest receivable
Inapplicable
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
107,016,17 107,016,17 107,016,1 107,016,173.
and individually 79.74% 100% 80.31% 100%
3.89 3.89 73.89 89
withdrawn bad debt
provision
Accounts receivable for which bad debt provisions are made on the group basis
24,700,058. 2,492,035.8 22,907,92
Group 2 18.4% 10.09% 17.19% 2,323,913.94 10.14%
09 8 2.62
24,700,058. 2,492,035.8 22,907,92
Subtotal of the groups 18.4% 10.09% 17.19% 2,323,913.94 10.14%
09 8 2.62
Accounts receivable with
insignificant single
2,495,166.2 2,495,166.2 3,328,980
amount and individually 1.86% 100% 2.5% 3,328,980.05 100%
7 7 .05
withdrawn bad debt
provision
134,211,39 112,003,37 133,253,0 112,669,067.
Total -- -- -- --
8.25 6.04 76.56 88
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 (%)
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Involved in lawsuit
and no executable
Shenzhen Jiyong Properties & Resources property, referring to
98,611,328.05 98,611,328.05 100%
Development Company Note 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
Poor operating
Shenzhen Lunan Industry Development conditions,
2,818,284.84 2,818,284.84 100%
Co., Ltd. uncollectible for a
long period
Zhou Tanjin (is attribute to the stripping
Uncollectible for a
assets of Shenxin Company of Shenzhen 2,750,000.00 2,750,000.00 100%
long period
Investment Holding Co., Ltd.)
Total 107,016,173.89 107,016,173.89 -- --
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
21,347,415.50 86.43% 640,422.47 18,822,782.16 82.17% 564,683.46
(including 1 year)
Subtotal of within
21,347,415.50 86.43% 640,422.47 18,822,782.16 82.17% 564,683.46
1 year
1-2 years 1,230,175.21 4.98% 123,017.52 1,626,810.61 7.1% 162,681.06
2-3 years 140,084.33 0.57% 42,025.30 70,733.43 0.31% 21,220.03
Over 3 years 1,982,383.05 8.02% 1,686,570.59 2,387,596.42 10.42% 1,575,329.39
3 to 4 years 65,917.15 0.27% 32,958.57 1,314,269.42 5.74% 657,134.71
4 to 5 years 1,314,269.42 5.32% 1,051,415.54 775,661.60 3.38% 620,529.28
Over 5 years 602,196.48 2.43% 602,196.48 297,665.40 1.3% 297,665.40
Total 24,700,058.09 -- 2,492,035.88 22,907,922.62 -- 2,323,913.94
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
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
□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 (%)
Zhanjiang Haihu Real With a long age that was
700,000.00 700,000.00 100%
Estate Co., Ltd unrecoverable
Shenzhen Prince The owner was missing
414,825.74 414,825.74 100%
Restaurant that was unrecoverable
Shenzhen Shengfenglu,
With a long age that was
GUOMAO Jewel & Gold 498,681.65 498,681.65 100%
unrecoverable
Co., Ltd.
Huidong Cars Co., Ltd.
(is attribute to the
stripping assets of With a long age that was
250,000.00 250,000.00 100%
Shenxin Company of unrecoverable
Shenzhen Investment
Holding Co., Ltd.)
Zhanjiang Special With a long age that was
135,972.00 135,972.00 100%
Cement 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 2,495,166.27 2,495,166.27 -- --
(2) Accounts receivable reversed or collected in the reporting period
Unit: RMB Yuan
Recognition basis of Reversed or collected
Content of accounts Reversed or collected Reversed or collected
original bad debt amount of the accrued
receivable reason amount
provision bad debt provision
Predicted to be
Shenzhen Prince Restaurant Recovery 1,248,639.52 833,813.78
irrecoverable
Total -- -- 1,248,639.52 --
(3) The write-off accounts receivable
Notes to write off of accounts receivable:
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
N/A
(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.,
2,412,618.73 72,378.56 415,302.14 12,459.06
Ltd.
Total 2,412,618.73 72,378.56 415,302.14 12,459.06
(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 73.47%
Development Company
Huwei Technologies Co.,
Non-related-party 9,814,973.95 Within one year 7.31%
Ltd.
Shenzhen Tewei Industry
Non-related-party 2,836,561.00 Over five years 2.11%
Co., Ltd.
Shenzhen Lunan Industry
Non-related-party 2,818,284.84 Over five years 2.1%
Development Co., Ltd.
Zhou Tanjin (is attribute
to the stripping assets of
Shenxin Company of Non-related-party 2,750,000.00 Over five years 2.05%
Shenzhen Investment
Holding Co., Ltd.)
Total -- 116,831,147.84 -- 87.04%
(6) The amounts due from related parties
Unit: RMB Yuan
The relationship with the
Name of entity Amount Proportion
Company
Shenzhen Investment
Controlling shareholder 2,412,618.73 1.8%
Holdings Co., Ltd.
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Total -- 2,412,618.73 1.8%
(7) Information of accounts receivable that terminated recognition
Inapplicable
(8) If securitization is carried out on accounts receivable as the underlying assets, please list amount of
assets and liabilities arising from further involvement
Inapplicable
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
receivable that is
92,308,727.6 92,308,727.6 92,670,839.6
individually significant 75.57% 100% 76.86% 92,670,839.68 100%
8 8 8
and provisions for bad
debts individually
Other accounts receivable that provisions for bad debts by group
19,924,299.6 12,004,933.8 17,971,840.9
Group 2 16.31% 60.25% 14.91% 11,600,151.62 64.55%
6 4 6
19,924,299.6 12,004,933.8 17,971,840.9
Subtotal of group 16.31% 60.25% 14.91% 11,600,151.62 64.55%
6 4 6
Other accounts
receivable that is
individually insignificant 9,925,245.51 8.12% 9,925,245.51 100% 9,925,245.51 8.23% 9,925,245.51 100%
but provisions for bad
debts individually
122,158,272. 114,238,907. 120,567,926.
Total -- -- -- 114,196,236.81 --
85 03 15
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 Book balance Bad debt amount Withdrawing proportion Reason
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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
7,286,048.00 7,286,048.00 100%
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
Uncollectible for a long
Wuliangye Restaurant 5,523,057.70 5,523,057.70 100%
period
Hong Kong Yueheng Uncollectible for a long
3,271,837.78 3,271,837.78 100%
Development Co., Ltd period
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 92,308,727.68 92,308,727.68 -- --
In the group, other accounts receivable that provision for bad debts by aging analysis:
√ Applicable □ Inapplicable
Unit: RMB Yuan
Period-end Period-begin
Book balance Book balance
Aging Proporti Provision for bad Proporti Provision for bad
Amount on debts Amount on debts
(%) (%)
Within 1 year
Including:
Within 1 year (including
3,525,128.34 17.69% 105,753.86 5,907,685.35 32.87% 177,230.56
1 year)
Subtotal of within 1 year 3,525,128.34 17.69% 105,753.86 5,907,685.35 32.87% 177,230.56
1-2 years 4,838,702.38 24.29% 483,870.24 528,158.03 2.94% 52,815.80
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2-3 years 184,851.23 0.93% 55,455.37 33,129.44 0.18% 9,938.83
Over 3 years 11,375,617.71 57.09% 11,359,854.37 11,502,868.14 64.01% 11,360,166.43
3 to 4 years 30,088.09 0.15% 15,044.05 3,596.51 0.02% 1,798.26
4 to 5 years 3,596.51 0.02% 2,877.21 704,517.32 3.92% 563,613.86
Over 5 years 11,341,933.11 56.92% 11,341,933.11 10,794,754.31 60.07% 10,794,754.31
Total 19,924,299.66 -- 12,004,933.84 17,971,840.96 -- 11,600,151.62
In the group, other accounts receivable that provision for bad debts by balance percentage:
□Applicable√ Inapplicable
In the group, other accounts receivable that provision for bad debts by other methods:
□Applicable√ Inapplicable
Other closing individually insignificant but provision for bad debts individually accounts receivable:
√ Applicable □ Inapplicable
Unit: RMB Yuan
Content of other accounts Withdrawal proportion
Book balance Provision for bad debts Reason
receivable (%)
Shenzhen Wufang
Pottery & Porcelain 1,747,264.25 1,747,264.25 100% Poor operation status
Industrial Co., Ltd
Unrecoverable due to
Liang Weimin 1,357,137.11 1,357,137.11 100%
retirement of employee
Shenzhen Guesthouse (is Unrecoverable
attribute to the stripping
assets of Shenxin
909,960.40 909,960.40 100%
Company of Shenzhen
Investment Holding Co.,
Ltd.)
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
Yan Kunping 496,307.77 496,307.77 100% Unrecoverable for a long
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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
Inapplicable
(3) Information of other accounts receivable written off in the reporting period
N/A.
(4) Other accounts receivable is due from shareholders with more than 5% (including 5%) of the voting
shares of the Company
Inapplicable
(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 46.33%
Ltd. guarantee
Anhui Nanpeng Papermaking
7,286,048.00 Operating turnover funds 5.96%
Co., Ltd
Shenzhen Shengfenglu,
GUOMAO Jewel & Gold Co., 6,481,353.60 Current account 5.31%
Ltd
Shanghai Yutong Real estate
5,676,000.00 Current account 4.65%
development Co., Ltd
Wuliangye Restaurant 5,523,057.70 Current account 4.52%
Hong Kong Yueheng
3,271,837.78 Current account 2.68%
Development Co., Ltd
Dameisha Tourism Center 2,576,445.69 Current account 2.11%
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Shenzhen GUOMAO Industrial
2,351,652.48 Current account 1.93%
Development Co., Ltd
Elevated Train Project 2,542,332.43 Current account 2.08%
Total 92,308,727.68 -- 75.57%
(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 46.33%
Co., Ltd.
Anhui Nanpeng
Joint venture 7,286,048.00 Over five years 5.96%
Papermaking Co., Ltd
Shenzhen Shengfenglu,
GUOMAO Jewel & Gold Non-related-party 6,481,353.60 Over five years 5.31%
Co., Ltd
Shanghai Yutong Real
estate development Co., Non-related-party 5,676,000.00 Over five years 4.65%
Ltd
Wuliangye Restaurant Non-related-party 5,523,057.70 Over five years 4.52%
Total -- 81,566,459.30 -- 66.77%
(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 7,286,048.00 5.96%
Co., Ltd
Shenzhen GUOMAO
Industrial Development Co., Associated enterprise 2,351,652.48 1.93%
Ltd
Shenzhen Wufang Pottery &
Associated enterprise 1,747,264.25 1.43%
Porcelain Industrial Co., Ltd
With the same controller of the
Shenzhen Guesthouse 909,960.40 0.74%
parent company of the Company
Total -- 12,294,925.13 10.06%
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(8) Information of other accounts receivable that terminated recognition
Inapplicable
(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
Inapplicable
(10) Government subsidy recognized according to the accounts receivable during the reporting period
Inapplicable
8. Prepayment
(1) List by aging analysis:
Unit: RMB Yuan
Closing balance Opening balance
Aging Proportion Proportion
Amount Amount
(%) (%)
Within 1 year 30,389,540.42 84.64% 55,422,464.21 85.64%
1 year to 2
978,600.00 2.73% 8,839,702.60 13.66%
years
2 years to 3
4,535,619.60 12.63% 72,805.50 0.11%
years
Over 3 years 1,039.31 0% 380,017.80 0.59%
Total 35,904,799.33 -- 64,714,990.11 --
(2) Information of the top 5 prepayment
Unit: RMB Yuan
Relationship with the
Name of entity Amount Aging Reason for unsettled
Company
Prepayment of taxes According to the
regulations of the Interim
Regulations on Business
Tax Implementation
Non-related-party 6,264,370.14 Within 1 year
Rules provisions to
transferred the land use
right or to sold the real
estate, if adopted the
127
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
method receiving the
accounts in advance
(including receiving the
deposit in advance), its
happening date of the
rateability was day
received the
prepayments. The surplus
tax prepayments of the
Company were the taxes
such as the operating tax,
urban construction tax
and educational
surcharges that had not
reached the
reorganization income
conditions.
Social security charges in
building industry refers
to the payment from the
construction enterprises
which paid for the staffs
of their social security
charges such as pension
insurance, medical
insurance,
unemployment
insurance, work-related
Prepayment of social
injury insurance and
security charges in Non-related-party 26,662,579.90 1 to 3 years
maternity insurance
building industry
(including the part that
the individual paid). It
executed the unified
calculation and
withdrawal standard,
uniformly withdrew from
the construction entities
and uniformly settled the
construction enterprises
by taking the engineering
project as unit.
Shenzhen Ailite
Mechanical and Non-related-party 1,504,000.00 1 to 3 years Engineering uncompleted
Electrical Equipment
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Co., Ltd.
Shenzhen Kailong
Building Strengthening Non-related-party 268,241.05 Within 1 year Engineering uncompleted
Technology Co., Ltd.
Chongqing Xiyong
Micro-electronics
Non-related-party 154,798.00 Within 1 year Engineering uncompleted
Industrial Park
Development Co., Ltd.
Total -- 34,853,989.09 -- --
(3) Information about amount due from shareholders with more than 5% (including 5%) of the voting
shares of the Company in prepayment
Inapplicable
(4) Notes of prepayment
Prepayment at the period-end decreased 44.52% when compared to the beginning of the period, mainly because
the prepayment of the real estate projects which had reached the income recognizing conditions that carried
forward into the operating revenue and the corresponding taxes which had transferred into the operating taxes and
surcharges during the reporting period.
There was no amount due from shareholders with more than 5% (including 5%) of the voting shares of the voting
shares of the Company in prepayment or the arrears of other related party.
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 1,798,069.73 459,762.21 1,338,307.52 1,902,535.57 506,522.30 1,396,013.27
Inventory goods 41,414.10 41,414.10 43,286.70 43,286.70
Turnover material 472,708.60 472,708.60 515,562.10 515,562.10
Products held for
real estate 389,667,048.37 12,544,031.24 377,123,017.13 1,054,626,950.28 32,647,460.45 1,021,979,489.83
development
Properties under
1,378,610,580.99 1,378,610,580.99 736,298,555.66 736,298,555.66
development
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Completed
343,813,851.59 343,813,851.59 540,441,643.58 540,441,643.58
properties for sale
Total 2,114,403,673.38 13,003,793.45 2,101,399,879.93 2,333,828,533.89 33,153,982.75 2,300,674,551.14
(2) Provision for falling price of inventories
Unit: RMB Yuan
Opening book Decease
Category Increase Closing book balance
balance Reversal Write-off
Raw materials 506,522.30 -46,760.09 459,762.21
Land to be develope
32,647,460.45 20,103,429.21 12,544,031.24
d
Total 33,153,982.75 -46,760.09 20,103,429.21 13,003,793.45
(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 value is lower than the book
value
Notes of inventory:
Particulars about the capitalization amount of borrowing costs in the closing balance of inventory
Category of inventory Project Closing balance Increase for the Decrease for the Closing balance
year year
Properties under Banshanyujing 7,367,181.38 16,913,826.07 24,281,007.45
development
Properties under Hupanyujing 2,438,051.09 2,438,051.09
development
Properties under Songhulangyuan 1,520,319.93 6,196,707.27 7,717,027.20
development
Completed properties Xinhua City 2,873,505.96 2,574,509.26 298,996.70
for sale
Completed properties Shengang No.1 7,268,867.94 5,157,819.87 2,111,048.07
for sale
Completed properties Langqiao Garden 58,429,445.84 16,666,074.18 41,763,371.66
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
for sale
Completed properties Caitianyise 12,288,408.45 749,529.78 12,383,460.60 654,477.63
for sale
Total 89,747,729.50 26,298,114.21 36,781,863.90 79,263,979.81
10. Other current assets
Inapplicable
11. Available-for-sale financial assets
(1) Information of available-for-sale financial assets
Inapplicable
(2) Long-term liability investment of available-for-sale financial assets
Inapplicable
(3) Impairment of available for sale financial assets
Inapplicable
(4) Changes in impairment of available for sale financial assets during the reporting period
Inapplicable
(5) The fair value falling sharply or continue falling of equity instruments available for sale
Inapplicable
12. Held-to-maturity investment
(1) Information
Inapplicable
131
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(2) Information of held-to-maturity investment sold in the reporting period but was not matured
Inapplicable
13. Long-term accounts receivable
Inapplicable
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% 60,782,597.82 2,694,442.79 58,088,155.03 7,049,153.14 1,752,013.07
Co., Ltd
Shenzhen
GUOMAO
Tian’an 50% 50% 81,715,772.83 18,535,963.22 63,179,809.61 29,822,890.68 7,912,727.32
Properties Co.,
Ltd
Shenzhen
Tian’an
International
Building 50% 50% 33,488,264.16 28,532,365.51 4,955,898.65 15,639,100.00 664,822.60
Property
Management
Co., Ltd
II. Associated enterprises
Shenzhen
38.33% 38.33%
GUOMAO
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Industrial
Development
Co., Ltd
Anhui
Nanpeng
30% 30%
Papermaking
Co., Ltd
Shenzhen
Wufang
Pottery &
26% 26%
Porcelain
Industrial Co.,
Ltd
15. Long-term equity investment
(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
Equity 30,645,05 28,168,07 876,006.5 29,044,07
Warehous 50% 50%
method 6.04 0.98 4 7.52
e
Company
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Limited
Shenzhen
GUOMA
Equity 23,186,12 37,247,88 -5,657,98 31,589,90 9,614,345
O Tian’an 50% 50%
method 4.00 7.05 2.23 4.82 .90
Properties
Co., Ltd
Shenzhen
Tian’an
Internatio
nal
Equity 1,500,000 3,531,192 -1,053,24 2,477,949 1,385,654
Building 50% 50%
method .00 .12 2.79 .33 .10
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
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 Cost 8,780,645 8,780,645 8,780,645 8,780,645
8.47% 8.47%
ng method .20 .20 .20 .20
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Huayue
Real
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.
Shensan Cost
17,695.09 17,695.09 17,695.09 17,695.09
Co., Ltd. method
Macao
Huashen
Cost
Enterpris 85,621.36 78,728.16 -2,398.06 76,330.10 10% 10% 76,330.10 -2,398.06
method
e Co.,
Ltd.
Chongqin
g
Guangfa
Real Cost 2,598,061 2,388,896 -72,765.7 2,316,131 2,316,131 -72,765.7
27.25% 27.25%
estate method .52 .80 6 .04 .04 6
developm
ent Co.,
Ltd.
Saipan Cost 1,935,184 1,779,386 -54,200.0 1,725,186 1,725,186 -54,200.0
30% 30%
Project method .04 .25 7 .18 .18 7
143,988,3 140,760,5 -5,964,58 134,796,0 56,381,87 -129,363. 11,000,00
Total -- -- -- --
42.18 88.34 2.37 05.97 4.75 89 0.00
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(2) Information of the limitation on the capability to transfer capital to investee
Notes of long-term equity investment:
A: 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.
B: 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.
16. Investment property
(1) Investment property calculated by cost
Unit: RMB Yuan
Item Opening book balance Increase Decrease Closing book balance
I. Total cost 470,775,352.19 6,676,687.78 338,236.82 477,113,803.15
1. Property and
462,805,397.79 6,676,687.78 338,236.82 469,143,848.75
buildings
2. Land use right 7,969,954.40 7,969,954.40
II Accumulated
depreciation and 185,516,748.02 18,282,432.10 203,799,180.12
amortization
1. Property and
181,674,920.71 17,773,286.98 199,448,207.69
buildings
2. Land use right 3,841,827.31 509,145.12 4,350,972.43
III. Total net book
value of investment 285,258,604.17 -11,605,744.32 338,236.82 273,314,623.03
real estate
1. Property and
281,130,477.08 -11,096,599.20 338,236.82 269,695,641.06
buildings
2. Land use right 4,128,127.09 -509,145.12 3,618,981.97
V. Total book value of
285,258,604.17 -11,605,744.32 338,236.82 273,314,623.03
investment real estate
1. Property and 281,130,477.08 -11,096,599.20 338,236.82 269,695,641.06
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buildings
2. Land use right 4,128,127.09 -509,145.12 3,618,981.97
Unit: RMB Yuan
The reporting period
Amount of amortization and depreciation in the reporting period 18,145,915.99
Withdrawal amount of provision for impairment of investment real estate
0.00
in the reporting period
(2) Investment real estate measured by fair value
Inapplicable
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 207,889,230.04 13,904,860.72 14,394,822.78 207,399,267.98
Including: Property and
116,853,547.15 1,389,533.11 115,464,014.04
building
Machineries 53,453,807.69 10,839,882.00 12,348,623.83 51,945,065.86
Vehicles 32,850,696.23 1,650,457.72 618,897.46 33,882,256.49
Electrical and other
4,731,178.97 1,414,521.00 37,768.38 6,107,931.59
equipments
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
128,992,344.67 15,394,331.40 12,364,140.97 132,022,535.10
depreciation
Including: Property and
68,910,180.45 4,103,661.84 136,516.12 72,877,326.17
building
Machineries 30,037,072.51 9,410,117.84 11,683,936.34 27,763,254.01
Vehicles 25,804,178.95 1,599,019.72 541,170.63 26,862,028.04
Electrical and other
4,240,912.76 281,532.00 2,517.88 4,519,926.88
equipments
Opening book Closing balance in
-- --
balance current period
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III. The net book value of
78,896,885.37 -- 75,376,732.88
fixed assets
Including: Property and
47,943,366.70 -- 42,586,687.87
building
Machineries 23,416,735.18 -- 24,181,811.85
Vehicles 7,046,517.28 -- 7,020,228.45
Electrical and other
490,266.21 -- 1,588,004.71
equipments
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
78,821,168.21 -- 75,301,015.72
assets
Including: Property and
78,821,168.21 -- 75,301,015.72
building
Machineries 47,943,366.70 -- 42,586,687.87
Vehicles 23,416,735.18 -- 24,181,811.85
Electrical and other
6,970,800.12 -- 6,944,511.29
equipments
Decoration of fixed assets 490,266.21 -- 1,588,004.71
Depreciation amount of this reporting period was RMB 15,394,331.40, 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
7,326,436.37 3,197,450.69 4,128,985.68
building
(3) Fixed assets leased in from financing lease
Inapplicable
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(4) Fixed assets leased out from operation lease
Inapplicable
(5) Information of hold-for-sale fixed assets at period-end
Inapplicable
(6) Information of fixed assets failed to accomplish 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）Construction in progress
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
for Shenxin Building
Total 57,000.00 57,000.00
(2) Significant changes in construction in progress
Unit: RMB Yuan
Inapplicable
(3) Impairment provision of construction in progress
Inapplicable
(4) Information of procedures of significant construction in progress
Inapplicable
(5) Notes of construction in progress
Inapplicable
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19. Engineering materials
Inapplicable
20. Clearance of fixed assets
Inapplicable
21. Productive biological assets
（1）Measured by cost
Inapplicable
（2）Measured by fair value
Inapplicable
22. Oil and gas assets
Inapplicable
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 56,786,253.69 7,153,063.04 63,939,316.73
Taxi operating licenses 56,768,253.69 7,152,803.04 63,921,056.73
Official software 18,000.00 260.00 18,260.00
III. Total net book value of
114,098,153.11 -7,153,063.04 106,945,090.07
intangible assets
Taxi operating licenses 114,097,893.11 -7,152,803.04 106,945,090.07
Official software 260.00 -260.00
Taxi operating licenses
Official software
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Total book value of
114,098,153.11 -7,153,063.04 106,945,090.07
intangible assets
Taxi operating licenses 114,097,893.11 -7,152,803.04 106,945,090.07
Official software 260.00 -260.00
Amortization was of RMB 7,153,063.04 in the reporting period
(2) Company development expense
Inapplicable
24. Goodwill
Inapplicable
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
1,816,250.25 172,976.28 1,643,273.97
Tianhong Subway
No. 3
Fire-fighting
renovation of 1,007,116.20 31,410.00 556,846.30 481,679.90
Shenxin Building
Renovation for
820,921.95 353,937.30 218,429.13 956,430.12
repair shops
Total 3,644,288.40 385,347.30 948,251.71 3,081,383.99 --
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 872,048.94 335,764.51
Deductible losses 11,495,872.46
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Accrued land VAT 184,251,177.59 140,731,876.12
Accrued unpaid dismiss welfare 788,140.00
Transferred employee education fee pay
1,140.51
deductible in the following year
Transferred advertisement fee deductible in the
664,109.00
following year
Unrealized internal sales gain and loss 763,588.63 7,828,210.75
Estimated profit calculated at pre-sale revenue of
5,705,773.64 32,662,711.15
property enterprises
Subtotal 191,592,588.80 194,507,824.50
Deferred income tax liabilities:
Prepaid land VAT 2,739,089.94
Subtotal 2,739,089.94
List of taxable differences and deductible differences items
Unit: RMB Yuan
Temporary differences amount
Item
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 3,488,195.78 1,343,057.99
Accrued land VAT 737,004,710.28 562,927,504.45
Deductible losses 3,152,560.00
Transferred advertisement fee deductible in the
45,983,489.80
following year
Transferred employee education fee pay deductible
4,562.04
in the following year
Accrued unpaid dismiss welfare 2,656,436.00
Estimated profit calculated at pre-sale revenue of
3,054,354.48 31,312,842.98
property enterprises
Unrealized internal sales gain and loss 22,823,094.60 130,650,844.60
Subtotal 766,370,355.14 778,031,297.86
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(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 191,592,588.80 766,370,355.14 194,507,824.50 778,031,297.86
Deferred income tax liabilities 2,739,089.94 10,956,359.77
27. List of provision for assets impairment
Unit: RMB Yuan
Opening book Decrease Closing book
Item Increase
balance Reversal Written off balance
I. Provision for bad debt 226,865,304.69 574,421.94 833,813.78 363,629.78 226,242,283.07
II. Provision for inventory
33,153,982.75 -46,760.09 20,103,429.21 13,003,793.45
falling price
V. Impairment provision of
56,511,238.64 -129,363.89 56,381,874.75
long-term equity investment
VII. Impairment provision of
75,717.16 75,717.16
fixed assets
Total 316,606,243.24 398,297.96 833,813.78 20,467,058.99 295,703,668.43
Notes of the list of assets impairment:
Cancel after verification of provision for bad debt and impairment of long-term equity investment increase in the
current period was influenced by conversion of foreign currency. The resale of provision for inventory falling
price in the current period was because rolling out of the sale of inventory of Tingjiu real estate.
28. Other non-current assets
Inapplicable
29. Short-term loan
(1) Category
Unit: RMB Yuan
Category Closing balance Opening balance
Mortgage loan 260,000,000.00 220,000,000.00
Guarantee loan 60,000,000.00
Guarantee loan + pledge loan 40,000,000.00 40,000,000.00
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Mortgage loan + pledge loan 40,000,000.00
Total 300,000,000.00 360,000,000.00
Table of short-term borrowing：
Closing balance
Interest rate
The loan equity Starting date End date Currency Foreign
(%)
currency Local currency amount
amount
Shenzhen Investment Holdings 17 May 2013 16 May 2014 Renminbi 6.00 —— 240,000,000.00
Co., Ltd.
Bank of Beijing Co., Ltd. 8 Apr. 2013 8 Apr. 2014 Renminbi 6.60 —— 20,000,000.00
Shenzhen Branch
Industrial Bank Co., Ltd. 17 Apr. 2013 17 Apr. 2014 Renminbi 6.30 —— 40,000,000.00
Shenzhen Branch
Total —— —— 300,000,000.00
RMB 24 million was Shenzhen Investment Holding Co., Ltd entrusting China Everbright Bank JingTian branch to borrow, after the
maturity on28 Mar. 2013 renew the loans and lending on 17 May 2013,the borrowing rate changed from 6.9554% to 6% .
(2) List of unsettled mature short-term loan
Inapplicable
30. Trading financial liabilities
Inapplicable
31. Notes payable
Inapplicable
32. Accounts payable
（1）
Unit: RMB Yuan
Item Closing balance Opening balance
Accounts payable 265,697,047.64 298,525,752.32
Total 265,697,047.64 298,525,752.32
(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. 520,975.68
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Total 520,975.68 0.00
(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
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 141,082,677.48 678,075,291.01
Total 141,082,677.48 678,075,291.01
(2) Advanced from customers from shareholders with more than 5% (including 5%) of the voting shares of
the Company
Inapplicable
（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 decreased by79.19%, over that of period-begin,
which mainly due to accounts advance from customers of the sale of real estate project reaching to the revenue
recognition conditions and had been transferred to 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.
Main advance from customers of the sale of real estate project:
Item Aging Closing balance Estimated completion
time
SZPRD-Shengang No. 1 Within one year 23,300,085.00 Has be completed
SZPRD-Langqiao Garden Within one year 85,288,659.00 Has be completed
SZPRD-Caitianyise Within one year 2,197,022.00 Has be completed
Total 110,785,766.00
34. Payroll payable
Unit: RMB Yuan
Item Opening book balance Increase Decrease Closing book balance
I. Salary, bonus,
44,958,460.02 191,000,761.00 190,662,373.95 45,296,847.07
allowance, subsidy
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
II. Employee welfare 11,723,182.03 11,723,182.03
III. Social insurance 414,453.62 29,797,109.05 30,211,562.67
Including: Medical
83,301.87 5,660,816.82 5,744,118.69
insurance premiums
Basic pension
189,813.64 16,949,823.11 17,139,636.75
benefits
Annuity 110,120.00 4,696,648.13 4,806,768.13
Unemployment
16,864.51 1,163,526.52 1,180,391.03
insurance
Work-related injury
7,459.74 542,409.97 549,869.71
insurance
Maternity insurance 6,893.86 552,913.83 559,807.69
Other social
230,970.67 230,970.67
insurance
IV. Housing fund 1,556,014.25 7,732,402.39 7,817,604.45 1,470,812.19
V. Redemption for
terminations of labor 3,986,211.80 3,685,083.12 7,042,504.12 628,790.80
contract
VI. Others 3,806,477.22 5,861,257.89 7,040,954.19 2,626,780.92
Of which: labor
union budget and
3,806,477.22 5,861,257.89 7,040,954.19 2,626,780.92
employee education
budget
Total 54,721,616.91 249,799,795.48 254,498,181.41 50,023,230.98
RMB 0.00 is the amounts in arrears in the payroll payable.
The labor union budget and employee education budget is RMB 2,626,780.92, and the non-monetary benefits are
RMB 0.00, as well as the compensation for terminating the labor contract is RMB 7,042,504.12.
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 169,814.58 160,057.44
Business tax 6,467,191.84 7,085,925.17
Corporate income tax 118,945,842.15 160,519,629.84
Personal income tax 638,522.93 762,203.88
Urban maintenance and construction tax 460,533.83 505,130.58
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Stamp duty -8,763.57 -10,066.15
Education surtax 201,566.29 219,588.15
Local education surtax 134,440.12 146,185.40
Land VAT 737,004,710.28 562,927,504.45
Property tax 981,324.08 980,346.47
Levee fee 5,177.08 6,945.79
Other 512,698.98 356,228.69
Total 865,513,058.59 733,659,679.71
36. Interest payable
Unit: RMB Yuan
Item Closing balance Opening balance
Interest payable of short-term loan 934,568.21
Total 934,568.21
37. Dividends payable
Inapplicable
38. Other accounts payable
(1)
Unit: RMB Yuan
Item Closing balance Opening balance
Other accounts payable 123,967,110.64 138,742,022.58
Total 123,967,110.64 138,742,022.58
(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
Total 0.00 0.00
(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..
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
There is no other accounts payable from shareholders with more than 5% (including 5%) of the voting shares of
the Company in the reporting period.
(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
Rental deposit 30,775,659.32 Guarantee deposit
Shenzhen Jifa Warehouse Co., Ltd 23,545,808.00 Current accounts
Guangzhou Lishifeng Automobile Co., Ltd. 15,344,017.08 Current accounts
Shenzhen GUOMAO Tian’an Properties Co., Ltd 4,114,345.90 Current accounts
Shenzhen Hengxin Aote Investment & 3,000,000.00 Earnest Money
Development Co., Ltd.
Total 76,779,830.30
39. Estimated liabilities
Inapplicable
40. Non-current liabilities due within 1 year
(1)
Unit: RMB Yuan
Item Closing balance Opening balance
Long-term loan due within 1 year 64,316,666.64 12,216,666.68
Long-term accounts payable due within 1 year 2,693,221.64 2,693,221.64
Total 67,009,888.28 14,909,888.32
(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 14,316,666.64 12,216,666.68
Mortgage loan+ Guarantee loan 50,000,000.00
Total 64,316,666.64 12,216,666.68
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 11 Jan. 2012 10 Jan. 2015 RMB Yuan 6.77% 0.00 10,650,000.0 0.00 8,550,000.00
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Branch of 0
Ping An
Bank
Shenzhen
Shangbu
Sub-branch
23 Nov. 2011 23 Nov. 2014 RMB Yuan 6.77% 0.00 3,666,666.64 0.00 3,666,666.68
of Shenzhen
Development
Bank
Bank of
Communicati
20,000,000.0
ons Co., Ltd. 27 Jun. 2013 6 Sep. 2014 RMB Yuan 7.38% 0.00 0.00 0.00
0
Yangzhou
Branch
Bank of
Communicati
30,000,000.0
ons Co., Ltd. 27 Jun. 2013 6 Dec. 2014 RMB Yuan 7.38% 0.00 0.00 0.00
0
Yangzhou
Branch
64,316,666.6 12,216,666.6
Total -- -- -- -- -- --
4 8
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
0.00
Total 0.00 -- -- -- -- --
RMB 3,466,666.67 was paid back after Balance Sheet Date:
(3) Bonds payable due within 1 year
Inapplicable
(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 1,293,221.64
renting operating
license plate
To be transferred
income from 1,400,000.00 1,400,000.00
renting Shenzhen
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
GUOMAO
Petroleum Co.,
Ltd
41. Other current liabilities
Inapplicable
42. Long-term loan
(1) Category of long-term loan
Unit: RMB Yuan
Item Closing balance Opening balance
Pledge loan 5,000,000.00 19,316,666.64
Mortgage loan+ Guarantee loan 111,243,352.00
Total 116,243,352.00 19,316,666.64
(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 5,000,000.00 0.00
Ping An 0
Bank
Bank of
Communicati
ons Co., 50,000,000.0
21 Nov. 2013 11 Jan. 2016 RMB Yuan 6.15% 0.00 0.00 0.00
Ltd.Donggua 0
n DaLang
Branch
Bank of
Communicati
50,000,000.0
ons Co., Ltd. 5 Nov. 2013 6 Mar. 2015 RMB Yuan 7.38% 0.00 0.00 0.00
0
Yangzhou
Branch
Bank of
Communicati
ons Co.,
28 Jan. 2013 11 Jan. 2016 RMB Yuan 6.95% 0.00 7,567,803.00 0.00 0.00
Ltd.Donggua
n DaLang
Branch
Bank of 11 Jan. 2013 11 Jan. 2016 RMB Yuan 6.95% 0.00 2,218,000.00 0.00 0.00
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Communicati
ons Co.,
Ltd.Donggua
n DaLang
Branch
Bank of
Communicati
ons Co.,
29 Apr. 2013 11 Jan. 2016 RMB Yuan 6.95% 0.00 1,457,549.00 0.00 0.00
Ltd.Donggua
n DaLang
Branch
116,243,352. 15,650,000.0
Total -- -- -- -- -- --
00 0
Note：there is no mature loan of long-term loan
43. Bonds payable
Inapplicable
44. Long-term payable
(1) The top five long-term payable
Inapplicable
(2) List of the financing lease payable under the long-term loan
Inapplicable
45. Specific payable
Inapplicable
46. Other non-current liabilities
Unit: RMB Yuan
Item Closing book balance Opening book balance
Utility specific fund 237,163.45 2,088,759.35
Housing principle fund 12,840,943.08 14,502,134.27
House warming deposit 7,687,512.66 7,729,980.31
Electric Equipment Maintenance fund 4,019,415.44 4,019,415.44
Deputed Maintenance fund 28,583,685.95 28,128,684.34
Taxi Deposit 40,798,500.00 40,620,500.00
To be transferred income from renting operating
10,095,846.69 11,389,068.33
license plate
To be transferred income from renting Shenzhen
11,670,000.00 13,070,000.00
GUOMAO Petroleum Co., Ltd
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Equity of stripped assets attributable to investment
21,289,629.66 23,101,930.71
holding
Other 1,915,703.83 1,346,828.56
Total 139,138,400.76 145,997,301.31
Notes of other non-current liabilities
The other non-current liabilities were mainly the drivers mutual aid money charged for the drivers by the taxi
company.
Liabilities project involving government subsidies
Unit: RMB Yuan
Amount of
New increase non-operating Related to
Closing
Item Opening balance amount in the income record into Other changes assets/related to
balance
reporting period the reporting income
period
Total 0.00 0.00 0.00 0.00 0.00 --
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 0.00 0.00 0.00 0.00 0.00 595,979,092.00
48. Treasury stock
Inapplicable
49. Special reserves
Inapplicable
50. Capital reserves
Unit: RMB Yuan
Item Opening balance Increase Decrease Closing balance
Capital premium (share
38,450,087.51 0.00 0.00 38,450,087.51
capital premium)
Other capital reserves 81,636,558.92 0.00 0.00 81,636,558.92
Total 120,086,646.43 0.00 0.00 120,086,646.43
51. Surplus reserves
Unit: RMB Yuan
Item Opening balance Increase Decrease Closing balance
Legal surplus reserves 102,882,532.15 18,659,853.66 121,542,385.81
Total 102,882,532.15 18,659,853.66 121,542,385.81
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
52. Provision for general risk
Inapplicable
53. Retained profits
Unit: RMB Yuan
Withdrawal or distributed
Item Amount
proportion
Opening balance of retained profits before
746,091,174.80 --
adjustments
Adjustments of opening balance of retained profits
-56,000,000.00 --
(“+” means add, “-” means reduce)
Opening balance of retained profits after
690,091,174.80 --
adjustments
Add: Net profit attributable to owners of the
300,840,563.81 --
Company
Closing retained profits 18,659,853.66 10%
Opening balance of retained profits before
972,271,884.95 --
adjustments
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-56,000,000.00 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
Item Reporting period Same period of last year
Sales of main business 1,583,396,854.45 1,827,263,066.87
Other operating income 35,830,373.15 34,035,764.12
Cost of sales 744,847,455.76 841,932,253.07
(2) Main business (Classified by industry)
Unit: RMB Yuan
Industry Reporting period Same period of last year
153
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Revenue of sales Costs of sales Revenue of sales Costs of sales
Sale of properties 1,175,698,776.00 429,705,982.89 1,429,818,416.04 529,936,876.93
Property rental and management
314,335,156.29 249,763,782.57 294,368,019.69 240,220,196.84
services income
Transportation services 58,366,214.95 27,119,490.19 71,332,140.87 36,881,838.97
Catering services 28,424,750.75 24,408,368.58 25,909,847.37 21,782,438.16
Other 6,571,956.46 7,089,966.81 5,834,642.90 5,070,407.54
Total 1,583,396,854.45 738,087,591.04 1,827,263,066.87 833,891,758.44
(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 1,175,698,776.00 429,705,982.89 1,429,818,416.04 529,936,876.93
Property rental and management
314,335,156.29 249,763,782.57 294,368,019.69 240,220,196.84
services
Transportation 58,366,214.95 27,119,490.19 71,332,140.87 36,881,838.97
Catering services 28,424,750.75 24,408,368.58 25,909,847.37 21,782,438.16
Other 6,571,956.46 7,089,966.81 5,834,642.90 5,070,407.54
Total 1,583,396,854.45 738,087,591.04 1,827,263,066.87 833,891,758.44
(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
Revenue of Shenzhen area 1,426,001,069.12 605,546,055.42 1,714,040,958.25 733,366,869.03
Revenue of other area 157,395,785.33 132,541,535.62 113,222,108.62 100,524,889.41
Total 1,583,396,854.45 738,087,591.04 1,827,263,066.87 833,891,758.44
(5) The revenue of sales from the top five customers
Unit: RMB Yuan
Customer Main business revenue Proportion of total business revenue (%)
Natural person 76,060,000.00 4.7%
Huawei Technologies Co., Ltd 47,924,975.84 2.96%
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Natural person 42,325,800.00 2.61%
Tianhong Shopping Plaza Co.,
9,616,787.88 0.59%
Ltd.
Natural person 8,924,083.00 0.55%
Total 184,851,646.72 11.41%
Note:
Income of other department of project supervision, elevator maintenance, car repair etc
55. Revenue from the construction contracts
Inapplicable
56. Business tax and surcharges
Unit: RMB Yuan
Item Reporting period Same period of last year Calculation and payment standard
Business tax 79,013,757.74 95,453,743.31 3%、5% of revenue of sales
Urban maintenance and construction
5,669,510.66 6,621,819.90 1%, 7% of taxable turnover tax
tax
Education surtax 2,428,102.47 2,746,629.49 3% of taxable turnover tax
Local education surtax 1,561,694.16 1,814,176.79 2% of taxable turnover tax
Four progressive levels with the tax
Land VAT 220,444,005.84 288,711,440.64 rate ranging from 30% to 60% of the
added value from properties transfer.
1.2% of the 70% cost of property per
Property tax 2,813,529.37 2,743,585.68
year
Levee fee 201,640.94 181,348.52 0.01% of revenue of sales
Other 640,965.93 586,993.34
Total 312,773,207.11 398,859,737.67 --
57. Selling expenses
Unit: RMB Yuan
Item Reporting period Same period of last year
Employee’s remuneration 4,821,154.30 5,483,080.09
Office expenses of the business
7,651,100.56 7,210,378.11
organization
Sales agents fees, advertising fees and
25,890,176.93 29,022,570.25
promotional expenses
Other 1,857,323.41 2,235,146.15
Total 40,219,755.20 43,951,174.60
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
58. Administrative expenses
Unit: RMB Yuan
Item Reporting period Same period of last year
Employee’s remuneration 64,369,961.54 64,668,597.75
Administrative office expenses 27,650,387.41 26,036,025.42
Assets amortization and depreciation
5,746,139.38 6,177,229.63
expenses
Lawsuit expenses 715,795.60 1,891,251.70
Taxes 989,554.57 1,763,772.44
Other 10,190,641.40 9,143,670.76
Total 109,662,479.90 109,680,547.70
59. Financial expenses
Unit: RMB Yuan
Item Reporting period Same period of last year
Interest expenditures 3,590,492.70
Interest income -7,170,721.72 -6,735,176.98
Net losses of foreign currency exchange 55,533.95 1,432.52
Other 780,486.08 1,638,662.10
Total -6,334,701.69 -1,504,589.66
60. Gains and losses from changes in fair value
Inapplicable
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
5,164,781.52 3,145,809.75
equity method
Total 5,164,781.52 3,145,809.75
(2) Long-term equity investment income accounted by cost method
Unit: RMB Yuan
Name of investee Reporting period Same period of last Reason for increase/decrease
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
year
Total 0.00 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
year
Shenzhen Jifa Warehouse Co., Ltd 876,006.54 811,006.94 Increase of realized profits
Shenzhen GUOMAO Tian’an
3,956,363.67 1,844,080.22 Increase of realized profits
Properties Co., Ltd
Shenzhen Tian’an International
Building Property Management Co., 332,411.31 490,722.59 Increase of realized profits
Ltd
Total 5,164,781.52 3,145,809.75 --
Note: 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 -315,695.74 -9,603,107.07
II. Inventory falling price losses -46,760.09 -4,269,593.10
Total -362,455.83 -13,872,700.17
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
161,188.19 592,927.50 161,188.19
assets
Including：Gains from disposal of fixed
161,188.19 592,927.50 161,188.19
assets
Government grants 1,726,600.00
Other 2,284,089.57 1,705,683.98 2,284,089.57
Total 2,445,277.76 4,025,211.48
(2) List of government grants recorded in current non-operating gains and losses
Unit: RMB Yuan
Related to assets/related Whether non-operating
Item Reporting period Same period of last year
to income gains and losses or not
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Exterior wall renovation
0.00 1,726,600.00 Related to income Yes
grants
Total 0.00 1,726,600.00 -- --
64. Non-operating expenses
Unit: RMB Yuan
Amount recorded in
Item Reporting period Same period of last year current non-operating
gains and losses
Loss on disposal of non-current assets 88,561.24 58,269.77
Including: Loss on disposal of fixed assets 88,561.24 58,269.77 88,561.24
Loss on exchange of non-monetary assets 1,382,794.36
Taxes overdue payment fines and other fines 319,338.64 319,338.64
Other 2,689,172.12 934,221.86 2,689,172.12
Total 3,097,072.00 2,375,285.99
Notes: The other mainly is legal settlements
65. Income tax expense
Unit: RMB Yuan
Item Reporting period Same period of last year
Current income tax expense accounted by tax and relevant
121,917,764.86 179,892,522.76
regulations
Adjustment of income tax 176,145.76 -67,666,532.15
Total 122,093,910.62 112,225,990.61
66 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 0.50 0.63
0.50 0.63
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
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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
(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 -1,215,814.06 7,383.80
Subtotal -1,215,814.06 7,383.80
Total -1,215,814.06 7,383.80
68. Notes of Cash Flow Statement
(1) Other cash received relevant to operating activities
Unit: RMB Yuan
Item Amount
Large current funds received 14,000,000.00
Interest income 7,327,583.63
Net margins, security deposit and various special funds received 5,019,428.30
Government grants 2,781,586.49
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Other small receivables 29,128,598.42
(2) Other cash paid relevant to operating activities
Unit: RMB Yuan
Item Amount
Paying administration expenses in cash 31,355,053.79
Paying sales expenses in cash 37,118,203.52
Collecting and paying net current account of Hainan Yirun Real Estate Co.,
13,414,160.10
Ltd.
Large current funds paid 5,987,385.57
Other small receivables 2,258,809.44
Total 90,133,612.42
(3) Other cash received relevant to investment activities
Inapplicable
(4) Other cash paid relevant to investment activities
Inapplicable
(5) Other cash received relevant to financing activities
Inapplicable
(6) Other cash paid relevant to financing activities
Unit: RMB Yuan
Item Amount
Handling charges of significant loans 1,677,492.00
Total 1,677,492.00
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：
Net profit 300,840,563.81 374,822,152.41
Add: Provision for assets impairments -362,455.83 -13,872,700.17
Depreciation of fixed assets, oil-gas assets and productive
33,540,247.39 33,088,167.20
biological assets
Amortization of intangible assets 7,153,063.04 7,156,103.04
Amortization of long-term deferred expense 548,620.41 593,793.54
Losses/gains on disposal of property, intangible asset and
-72,626.95 -536,128.03
other long-term assets (gains: negative)
Losses/gains on scrapped of fixed assets (gains:
1,470.30
negative)
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Financial cost (income: negative) 260,000.00 4,290,492.70
Investment loss (gains: negative) -5,164,781.52 -3,145,809.75
Decrease in deferred tax assets (increase: negative) 2,915,235.70 -70,405,622.09
Increase in deferred tax liabilities (decrease: negative) -2,739,089.94 2,739,089.94
Decrease in inventory (increase: negative) 220,504,457.29 -415,923,132.85
Decrease in accounts receivable from operating activities
25,325,668.39 400,796,829.31
(increase: negative)
Increase in accounts payable from operating activities
-472,324,571.69 486,109,491.83
(decrease: negative)
Net cash flows generated from operating activities 110,424,330.10 805,714,197.38
2. Significant investing and financing activities without
-- --
involvement of cash receipts and payments
3. Change of cash and cash equivalent: -- --
Closing balance of Cash 977,171,814.20 797,724,311.37
Less: opening balance of cash 797,724,311.37 469,313,741.57
The net increase in cash and cash equivalents 179,447,502.83 328,410,569.80
(2) Relevant information of acquisition or disposal of subsidiaries and other operation entities in the
reporting period
Inapplicable
(3) Composition of cash and cash equivalents
Unit: RMB Yuan
Item Reporting period Same period of last year
I. Cash 977,171,814.20 797,724,311.37
Including: Cash on hand 263,857.71 197,165.38
Bank deposit on demand 974,606,475.15 793,456,036.83
Other monetary funds on demand 2,301,481.34 4,071,109.16
III. Closing balance of cash and cash equivalents 977,171,814.20 797,724,311.37
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.:
Other in change statement of owner's equity refers to translation reserve.
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
Inapplicable
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
2. Main information about the special purpose entities in which the Company has no control right but bears
relevant risks:
Inapplicable
IX. Related Parties and Related-party Transactions
1. Information of the parent company of the Company
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 63.82% 63.82% Administra
Holdings shareholde Mingchun 0 1
(state-own tion and
Co., Ltd. r d assets
ed) Supervisio
n
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
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 Shenzhen
Huangchen Limited Huangchen
Controlled
g Real Liability Shenzhen Li Zipeng g Real 30000000 100% 100% 192184835
subsidiary
Estate Co., Company Estate Co.,
Ltd. Ltd.
Shenzhen Limited Shenzhen
Controlled
Property Liability Shenzhen Li Zipeng Property 30950000 100% 100% 192174565
subsidiary
and Real Company and Real
162
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Estate Estate
Developme Developme
nt Co., Ltd. nt Co., Ltd.
PRD Group PRD Group
Xuzhou Xuzhou
Limited
Dapeng Controlled Dapeng
Liability Xuzhou Li Zipeng 50000000 100% 100% 552525454
Real Estate subsidiary Real Estate
Company
Developme Developme
nt Co.,Ltd. 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
Yangzhou Limited Property
Controlled Wang
Real Estate Liability Yangzhou developmen 50000000 100% 100% 573842934
subsidiary Qiuping
Developme Company t
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 Controlled Limited Chongqing Zeng Property 5000000 100% 100% 202853028
163
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Shenzhen subsidiary Liability Xiangrong managemen
GUOMAO Company t
Property
Managemen
t Co., Ltd.
Chongqing
Limited
Ao’bo Controlled Zeng
Liability Chongqing Service 3500000 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
GUOMAO
Property
Limited
Managemen Controlled
Liability Shenzhen Bao Gang Service 1200000 100% 100% 192332519
t subsidiary
Company
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 Controlled Limited Fan
Shenzhen Service 16000000 100% 100% 192267331
GUOMAO subsidiary Liability Weiping
164
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Motor Rent 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
Tianhe Controlled
Liability Chengdu Li Jun Trading 8000000 100% 100% 754748621
Industry subsidiary
Company
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
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
165
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Shenzhen
Limited
Jifa Wang HKD54150 Joint
Liability Shenzhen Service 50% 50% 618847828
Warehouse Hangjun 000 venture
Company
Co., Ltd
Shenzhen
GUOMAO Limited
Wang USD888000 Joint
Tian’an Liability Shenzhen Service 50% 50% 618845152
Hangjun 0 venture
Properties Company
Co., Ltd
Shenzhen
Tian’an
Internationa Limited Property
Zhang Joint
l Building Liability Shenzhen managemen 3000000 50% 50% 618930517
Changsheng venture
Property Company t
Managemen
t Co., Ltd
II. Associated enterprises
Shenzhen
GUOMAO Limited
Zha HKD32800 Associated
Industrial Liability Shenzhen Service 38.33% 38.33%
Shengming 000 enterprise
Developme Company
nt Co., Ltd
Anhui
Limited
Nanpeng Wang Industrial USD800000 Associated
Liability Huainan 30% 30%
Papermakin Yizhong production 0 enterprise
Company
g Co., Ltd
Shenzhen
Wufang
Limited
Pottery & Industrial USD167200 Associated
Liability Shenzhen Yan Wenbo 26% 26%
Porcelain production 00 enterprise
Company
Industrial
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
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Investment Co., Ltd. company of the Company
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 331,431.51 100% 189,544.18 100%
Co., Ltd. market price
Sales of goods and rendering of 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
Collecting property
Investment Holdings by reference to 2,659,727.12 100% 5,540,191.45 100%
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 314,388.98
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
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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 626,000 of assets operating income to
Shenzhen Foreign Economy & Trade Investment Co., Ltd..
During the entrusting management period of 2013, the stripped assets operating situation as follows:
：
Item Amount
Revenue of sales 3,991,674.01
Cost of sales 2,491,543.48
Business tax and surcharges 223,533.74
Administrative expenses 857,411.48
Total profits 419,185.31
Income taxes expenses 104,796.33
Net profits 314,388.98
Note: the administrative expenses included RMB 626,000 of assets operating income paid to Shenzhen Foreign
Economy & Trade Investment Co., Ltd..
(3) Information of related-party lease
Inapplicable
(4) Information of related-party guarantee
Unit: RMB Yuan
Whether the
Guarantor Secured party Guarantee amount Initial date Due date guarantee was
accomplished or not
ShenZhen Properties
Shenzhen
& Resources
GUOMAO Vehicles 20,000,000.00 8 Apr. 2013 8 Apr. 2014 No
Development
Industry Co., Ltd.
(Group) Ltd.
ShenZhen Properties Dongguan Guomao
& Resources Changsheng Real
61,243,352.00 11 Jan. 2013 11 Jan. 2016 No
Development Estate Development
(Group) Ltd. Co., Ltd.
ShenZhen Properties
PRD Yangzhou Real
& Resources
Estate Development 20,000,000.00 27 Jun. 2013 6 Sep. 2014 No
Development
Co., Ltd.
(Group) Ltd.
ShenZhen Properties PRD Yangzhou Real
30,000,000.00 27 Jun. 2013 6 Dec. 2014 No
& Resources Estate Development
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Development Co., Ltd.
(Group) Ltd.
PRD Yangzhou
Real Estate
Development Co.,
Ltd.
ShenZhen Properties
& Resources
Development
PRD Yangzhou Real
(Group) Ltd.
Estate Development 50,000,000.00 5 Nov. 2013 6 Mar. 2015 No
PRD Yangzhou
Co., Ltd.
Real Estate
Development Co.,
Ltd.
Shenzhen Shenzhen
GUOMAO Vehicles GUOMAO Motor 40,000,000.00 17 Apr. 2013 17 Apr. 2014 No
Industry Co., Ltd. Rent Co., Ltd.
Shenzhen Shenzhen
GUOMAO Motor GUOMAO Vehicles 15,650,000.00 11 Jan. 2012 10 Jan. 2015 No
Rent Co., Ltd. Industry 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
Inapplicable
(6) Information about assets transfer, debt reorganization of related parties
Inapplicable
(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 loan in the
party party （%） loan borrowed in the reporting reporting
the reporting period period
period
Shenzhen Shenzhen Shenzhen 6.9544 4,000.00 4,000.00 74.95
Investment Jingtian GUOMAO
Holdings Sub-branch Vehicles
Co., Ltd. of China Industry Co.,
Everbright Ltd.
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Bank
Shenzhen Shenzhen Shenzhen 6.9544 20,000.00 20,000.00 374.76
Investment Jingtian Huangcheng
Holdings Sub-branch Real Estate
Co., Ltd. of China Co., Ltd.
Everbright
Bank
Shenzhen Shenzhen The 6.0000 24,000.00 24,000.00 915.40
Investment Jingtian Company
Holdings Sub-branch
Co., Ltd. of China
Everbright
Bank
Total —— 24,000.00 24,000.00 24,000.00 24,000.00 1,365.11
Note: The entrusted loan of RMB 40 million for Shenzhen GUOMAO Vehicles Industry Co., Ltd. and the
entrusted loan of RMB 0.2 billion for Shenzhen Huangcheng Real Estate Co., Ltd. were returned on 28 Mar. 2013,
the Company renew the loans on 17 May 2013, the loans expire on May 16, 2014, with interest rate of 6% by
mortgaging the five houses located at Guomao Plaza (Phase II), Nanhu Road, Luohu District, Shenzhen; 74
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.
6. Amounts due from/to related parties
Amount due from related parties
Unit: RMB Yuan
Closing balance Opening balance
Item Related party Provision for bad Provision for bad
Book balance Book balance
debts debts
Anhui Nanpeng
Other accounts receivable 7,286,048.00 7,286,048.00 7,648,160.00 7,648,160.00
Papermaking Co., Ltd
Shenzhen GUOMAO
Other accounts receivable Industrial 2,351,652.48 2,351,652.48 2,351,652.48 2,351,652.48
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 2,412,618.73 72,378.56 415,302.14 12,459.06
Holdings Co., Ltd.
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Amount due to related parties
Unit: RMB Yuan
Item Related party Closing balance Opening balance
Shenzhen Jifa Warehouse Co.,
Other payables 23,545,808.00 19,545,808.00
Ltd
Shenzhen Tian’an
International Building
Other payables 4,114,345.90 1,500,000.00
Property Management Co.,
Ltd
Shenzhen GUOMAO Tian’an
Other payables 13,500,000.00
Properties Co., Ltd
Shenzhen Investment
Accounts payable 520,975.68
Holdings Co., Ltd.
Shenzhen Investment
Short-term borrowings 240,000,000.00 240,000,000.00
Holdings Co., Ltd.
X. Share-based Payment
1. Overview of share-based payment
Unit: RMB Yuan
The total amount of equity instruments granted by the
0.00
Company in the reporting period
The total amount of equity instruments granted by the
0.00
Company in the reporting period
The total amount of equity instruments granted by the
0.00
Company in the reporting period
Note of share-based payment
Inaaplicable
2. Information of equity-settled share-based payment
Unit: RMB Yuan
Cumulative amounts of equity-settled share-based payment in
0.00
capital reserve
Total cost confirmed by equity-settled share-based payment 0.00
Note of equity-settled share-based payment
Inapplicable
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
3. Information of cash-settled share-based payment
Unit: RMB Yuan
Cumulative liabilities amount of cash-settled share-based payment
0.00
in liabilities
Total cost confirmed by cash-settled share-based payment 0.00
Note of cash-settled share-based payment
Inapplicable
4. Information of share-based payment service
Unit: RMB Yuan
Worker total service exchange by share-based payment 0.00
Other total amount of service exchange by share-based payment 0.00
5. Modification, termination of share-based payment
Inapplicable
XI. Contingency
1. Co(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.
The Company thought the applicable law of the decision was error, and raised an objection to High Court of
Guangdong province.
In Sep.2005, the High Court of Guangdong province delivered unlocked decision to the Departments of Land and
House Property Registers of Shenzhen. The aforesaid about ten thousand square meters of real estate was
officially unlocked.
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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.
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.
According to note (Vii) 3, 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”) had
registered the land of Jin Lihua Building to its name according to SDHZ (1992) No. 0228 Second Supplementary
Agreement of Shenzhen Grant Contract of Land Use Right signed in 2011 and Meeting Summery about Research
of Dealing with Problem Building Issued (No. 481) by Shenzhen Municipal Government.
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 11 Sep. 2013 Shenzhen Luohu District People's Court issued (2012)
SLFMECZ No. 1150paper of civil judgment; the decision rejected the Company’s claims. The Company refused
to accept the verdict, has instituted an appeal to the Shenzhen Intermediate People's Court, Now wait for a second
trial court judgment.
As the executable property are not found in the case so far, the Company withdraw bad debt provision for
Shenzhen Jiyong Properties & Resources Development Company ‘s transfer amount of Jin Lihua Commercial
Plaza
(2) Lawsuit item about land approval of Meisi Company
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
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Court(hereinafter referred 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.
The Company refused to accept Decision on Administrative ReconsiderFation 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
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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
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
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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.
2. Contingent liabilities and its financial effect arising from loan guarantee offered to other companies
1.The Company asked Shenzhen Investment Holdings Co., Ltd. (trustee: China Everbright Bank Shenzhen
Jingtian Sub-branch) for RMB 240 million 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, 74 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 whole building of Peace Hotel located at Heping Road, Luohu District, Shenzhen, and
the closing balance stood at RMB 240 million.
2. The Company provided joint liability guarantee and borrowed RMB 150 million from Bank of
Communications Co., Ltd. Yangzhou Branch, by mortgaging the use right of area of 66,559 square meters
(YGTY 2012 No. 0455) owned by the Company ‘s subsidiary PRD Yangzhou Real Estate Development Co., Ltd..
The Company accumulatively received RMB 100 million and the closing balance stood at RMB 100 million, of
which RMB 50 million will be arrived within one year.
3. The Company’s subsidiary Dongguan Guomao Changsheng Real Estate Development Co., Ltd. borrowed 440
million from Bank of Communications Co., Ltd. Dongguan Branch, by mortgaging the use right of area of
66,881.10 square meters (DFGY (2010) NO. T316). RMB 61.2434 million had been received the closing balance
stood at RMB 61.2434 million. The Company provided joint liability guarantee and mortgaged its 101-104, 2/F,
5/F in Block A and 1-02 and 1-03 room in Block B as a total of 8 sets of real estate of Shenzhen International
Trade Center Plaza located at Renmin South Road, Luohu District, Shenzhen.。
4. 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.
5. 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
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Shenzhen Guomao Car Rental Co., Ltd., and the closing balance stood at RMB 15.65 million of which RMB
10.65 million will be due within one year.
6. 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.
7. Shenzhen ITC Vehicles Industry Co., Ltd. asked for a long-term loan of RMB15 million from Shenzhen
Development Bank Co., Ltd. Shenzhen Shangbu Branch, now named as SZPA Shenzhen Fuhong Branch. RMB 11
million has been received, the closing balance stood at RMB 3.6667 million and the loan will be arrived within
one year.
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 6.45 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.
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
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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
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
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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
Naught
2. Notes of profit distribution after Balance Sheet Date
Unit: RMB Yuan
Profits or dividends planed to allocate 119,195,818.40
Profit or dividends declaration issued through reviewed and
119,195,818.40
approved
3. Notes of other events after Balance Sheet Date
Inapplicable
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
XIV. Notes of other significant events
1. Exchange of non-monetary assets
Inapplicable
2. Debt reorganization
Inapplicable
3. Business combination
Inapplicable
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
1.Financial assets
measured at fair value and
change calculated into
0.00 0.00 0.00 0.00 0.00
current profits and losses
(Excluding derivative
financial assets)
2. Derivative financial
0.00 0.00 0.00 0.00 0.00
assets)
3. Available-for-sale
0.00 0.00 0.00 0.00
financial assets
Subtotal of financial
0.00 0.00 0.00 0.00 0.00
assets
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Investment property 0.00 0.00 0.00
Productive biological
0.00 0.00 0.00
asset
Other 0.00 0.00 0.00 0.00
Total of above 0.00 0.00 0.00 0.00 0.00
Financial liability 0.00 0.00 0.00 0.00 0.00
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
Subtotal of financial
0.00 0.00 0.00 0.00 0.00
assets
Financial liability 0.00 0.00 0.00 0.00 0.00
8. Main content and significant changes of annuity plan
Inapplicable
9. Other
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
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.
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 97.64
101,447,889.05 101,447,889.05 100% 101,447,889.05 98.1% 101,447,889.05 100%
significant single amount %
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
and individually
withdrawn bad debt
provision
Accounts receivable for which bad debt provisions are made on the group basis
Group 2 2,395,632.21 2.31% 1,237,544.72 51.66% 1,908,314.21 1.85% 1,128,725.53 59.15%
Subtotal of the groups 2,395,632.21 2.31% 1,237,544.72 51.66% 1,908,314.21 1.85% 1,128,725.53 59.15%
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 103,897,901.61 -- 102,739,814.12 -- 103,410,583.61 -- 102,630,994.93 --
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 98,611,328.05 100% Contingent events of
Development Company
Section X. Financial
Report
Uncollectible for a
Shenzhen Tewei Industry Co., Ltd. 2,836,561.00 2,836,561.00 100%
long period
Total 101,447,889.05 101,447,889.05 -- --
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 1 940,597.50 39.26% 28,217.93 38,135.00 2% 1,144.05
year)
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Subtotal for
those aging 940,597.50 39.26% 28,217.93 38,135.00 2% 1,144.05
within 1 year
2-3 years 1,455,034.71 60.73% 1,209,326.79 1,870,179.21 98% 1,127,581.48
Over 3 years 1,228,539.62 64.38% 614,269.81
3-4 years 1,228,539.62 51.28% 982,831.70 641,639.59 33.62% 513,311.67
4-5 years 226,495.09 9.45% 226,495.09
Total 2,395,632.21 -- 1,237,544.72 1,908,314.21 -- 1,128,725.53
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
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
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
Total -- -- 0.00 --
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:
Unit: RMB Yuan
Content of accounts Withdrawal proportion
Book balance Amount of bad debts Reason
receivable (%)
Total 0.00 0.00 -- --
(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
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
transaction or not
Total -- -- 0.00 -- --
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
Total 0.00 0.00 0.00 0.00
(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 94.91%
Development Company
Shenzhen Tewei Industry
Non-related party 2,836,561.00 Over five years 2.73%
Co., Ltd.
Tianhong Shopping Plaza
Non-related party 2,258,848.71 4-5years 2.17%
Co., Ltd.
Total -- 103,706,737.76 -- 99.81%
(7) Accounts receivable due from related parties
Unit: RMB Yuan
Name of entity Relationship Amount Proportion (%)
Total -- 0.00 0%
(8)
RMB 000 was transferred from the accounts receivable not meeting the conditions of termination
recognition.
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(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
18.18 70.87 77.44
amount and individually 232,990,941.02 165,125,419.81 236,213,999.72 23.9% 182,918,860.23
% % %
withdrawn bad debt
provision
Other accounts receivable for which bad debt provisions are made on the group basis
80.85 74.82
Group 1 1,036,276,191.73 739,478,916.64
% %
97.15
Group 2 10,019,165.31 0.78% 9,878,586.57 98.6% 10,179,715.93 1.03% 9,889,835.47
%
81.63 75.85
Subtotal of the groups 1,046,295,357.04 9,878,586.57 0.94% 749,658,632.57 9,889,835.47 1.32%
% %
Other accounts receivable
with insignificant single
amount but individually 2,421,326.23 0.19% 2,421,326.23 100% 2,421,326.23 0.25% 2,421,326.23 100%
withdrawn bad debt
provision
Total 1,281,707,624.29 -- 177,425,332.61 -- 988,293,958.52 -- 195,230,021.93 --
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 96,860,513.83 28,994,992.62 29.93% Uncollectible for a long
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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
49,344,757.21 49,344,757.21 100%
Development Co., Ltd period
Anhui Nanpeng Uncollectible for a long
7,286,048.00 7,286,048.00 100%
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 Uncollectible for a long
3,271,837.78 3,271,837.78 100%
Development Co., Ltd period
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 232,990,941.02 165,125,419.81 -- --
In the groups, other 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 1 123,050.47 1.23% 3,691.51 290,732.42 2.86% 8,721.97
year)
Subtotal for
those aging 123,050.47 1.23% 3,691.51 290,732.42 2.86% 8,721.97
within 1 year
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
1-2 years 22,888.01 0.23% 2,288.80 8,037.68 0.08% 803.77
2-3 years 470.68 0% 141.20 458.09 0% 137.43
Over 3 years 9,872,756.15 98.54% 9,872,465.06 9,880,487.74 97.06% 9,880,172.30
3-4 years 458.09 0% 229.05 310.25 0% 155.13
4-5 years 310.25 0% 248.20 801.57 0.01% 641.25
Over 5 years 9,871,987.81 98.54% 9,871,987.81 9,879,375.92 97.05% 9,879,375.92
Total 10,019,165.31 -- 9,878,586.57 10,179,715.93 -- 9,889,835.47
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
Unit: RMB Yuan
Name Book balance Bad debt provision
Group 1 1,036,276,191.73 0.00
Total 1,036,276,191.73 0.00
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 Insolvency thus
Real Estate 53,478.77 53,478.77 100%
uncollectible
Development Co., Ltd.
Meilin Synthetic Uncollectible for a long
Fibre Company 11,000.00 11,000.00 100%
period
Others Uncollectible for a long
7,821.00 7,821.00 100%
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
Content of other accounts Reason for reversal or Basis on recognition of Withdrawal amount of Reversed or recovered
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
receivable recovery provision for bad debts bad debt provision before amount
the reversal or recovery
Total -- -- 0.00 --
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 (%)
Total 0.00 0.00 -- --
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
Total -- -- 0.00 -- --
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
Total 0.00 0.00 0.00 0.00
(5) Nature or content of other accounts receivable with significant amount
公The Company’s other accounts receivable with significant amount are mainly the current accounts receivable
due from subsidiaries
(6) Top five other accounts receivable
Unit: RMB Yuan
Name of company Relationship Amount Term Proportion (%)
PRD Yangzhou Real
Estate Development Co., Subsidiary 588,861,310.60 Within 2 years 45.94%
Ltd.
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Dongguan Guomao
Changsheng Real Estate Subsidiary 186,041,793.00 Over 1 year 14.52%
Development Co., Ltd.
PRD Group
XuzhouDapeng Real
Subsidiary 156,023,762.84 Within 2 years 12.17%
Estate Development Co.,
Ltd
Shenzhen GUOMAO
Vehicles Industry Co., Subsidiary 98,100,000.00 Within 1 year 7.65%
Ltd.
Shum Yip Properties
Subsidiary 96,860,513.83 Over 5 years 7.56%
Development Co., Ltd.
Total -- 1,125,887,380.27 -- 87.84%
(7) Accounts receivable due from related parties
Unit: RMB Yuan
Name of entity Relationship Amount Proportion (%)
PRD Yangzhou Real Estate
Subsidiary 588,861,310.60 45.94%
Development Co., Ltd.
Dongguan Guomao
Changsheng Real Estate Subsidiary 186,041,793.00 14.52%
Development Co., Ltd.
PRD Group XuzhouDapeng
Real Estate Development Co., Subsidiary 156,023,762.84 12.17%
Ltd
Shenzhen GUOMAO Vehicles
Subsidiary 98,100,000.00 7.65%
Industry Co., Ltd.
Shum Yip Properties
Subsidiary 96,860,513.83 7.56%
Development Co., Ltd.
Hainan Xinda Real Estate
Subsidiary 49,344,757.21 3.85%
Development Co., Ltd
Anhui Nanpeng Papermaking
Joint venture 7,286,048.00 0.57%
Co., Ltd
Shenzhen GUOMAO Food
Subsidiary 4,213,053.40 0.33%
Co., Ltd
Shenzhen GUOMAO
Industrial Development Co., Joint venture 2,351,652.48 0.18%
Ltd
Shenzhen Property Subsidiary 2,292,094.59 0.18%
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Construction Supervision Co.,
Ltd.
Shenzhen Wufang Pottery &
Joint venture 1,747,264.25 0.14%
Porcelain Industrial Co., Ltd
Shenzhen International Trade
Subsidiary 744,177.30 0.06%
Plaza
Zhanjiang Shenzhen Real
Subsidiary 53,478.77 0%
Estate Development Co., Ltd
Total -- 1,193,919,906.27 93.15%
(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.
Inapplicable
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 28,168,07 876,006.5 29,044,07
50% 50%
Warehous method 6.04 0.98 4 7.52
e Co., Ltd
Shenzhen
GUOMA
Equity 23,186,12 37,247,88 -5,657,98 31,589,90 9,614,345
O Tian’an 50% 50%
method 4.00 7.05 2.23 4.82 .90
Properties
Co., Ltd
Shenzhen
Tian’an Equity 1,500,000 3,531,192 -1,053,24 2,477,949 1,385,654
50% 50%
Internatio method .00 .12 2.79 .33 .10
nal
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Building
Property
Managem
ent Co.,
Ltd
Shenzhen
GUOMA
O Cost 29,850,00 29,850,00 29,850,00
100% 100%
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 60,000,00
Estate 100% 100%
method 0.00 0.00 0.00 0.00
Develop
ment Co.,
Ltd.
Shenzhen
Huangche
Cost 28,500,00 28,500,00 28,500,00 100,000,0
ng Real 95% 95%
method 0.00 0.00 0.00 00.00
Estate
Co., Ltd.
Shenzhen
GUOMA
O
Cost 20,000,00 20,000,00 20,000,00
Property 100% 100%
method 0.00 0.00 0.00
Managem
ent Co.,
Ltd.
Shenzhen
Shenxin Cost 33,195,94 12,877,26 12,877,26
100% 100%
Taxi Co., method 8.77 0.98 0.98
Ltd.
Shenzhen
Cost 1,600,000 1,600,000 1,600,000 1,600,000
GUOMA 80% 80%
method .00 .00 .00 .00
O Food
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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
Shenzhen
GUOMA
O Cost 20,154,84 3,682,972 3,682,972 3,682,972
38.33% 38.33%
Industrial method 0.79 .55 .55 .55
Develop
ment Co.,
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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
ng Real 100% 100%
method 0.00 0.00 0.00
Estate
Develop
ment Co.,
Ltd.
PRD
Yangzhou
Cost 50,000,00 50,000,00 50,000,00
Real 100% 100%
method 0.00 0.00 0.00
Estate
Develop
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
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.
442,589,9 419,415,3 -5,835,21 413,580,1 102,878,2 171,000,0
Total -- -- -- --
24.03 38.11 8.48 19.63 27.43 00.00
Note: the decrease of the long term equity investment of Shenzhen GUOMAO Tian’an Properties Co., Ltd and Shenzhen Tian’an
International Building Property Management Co., Ltd mainly due to the cash dividends
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 51,786,335.36 48,210,057.27
Total 51,786,335.36 48,210,057.27
Cost of sales 14,620,872.04 20,151,948.72
(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 rental and
51,786,335.36 14,620,872.04 48,210,057.27 20,151,948.72
management
Total 51,786,335.36 14,620,872.04 48,210,057.27 20,151,948.72
(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
Property rental and
51,786,335.36 14,620,872.04 48,210,057.27 20,151,948.72
management
Total 51,786,335.36 14,620,872.04 48,210,057.27 20,151,948.72
(4) Main business (Classified by area)
Unit: RMB Yuan
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Reporting period Same period of last year
Name of area
Revenue of sales Costs of sales Revenue of sales Costs of sales
Shenzhen Area 51,786,335.36 14,620,872.04 48,210,057.27 20,151,948.72
Total 51,786,335.36 14,620,872.04 48,210,057.27 20,151,948.72
(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. 9,616,787.88 18.57%
Shenzhen Branch of China Pacific Property Insurance Co., Ltd. 4,909,644.00 9.48%
Shenzhen Jindu Wedding Etiquette Co., Ltd. 3,163,356.00 6.11%
Shenzhen Meige Xiazi Catering Management Co., Ltd. 2,013,825.00 3.89%
Shenzhen Seven Days Sunshine Hotel Management Co., Ltd. 2,009,856.00 3.88%
Total 21,713,468.88 41.93%
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
160,000,000.00 341,500,000.00
method
Long-term equity investment income accounted by equity
5,164,781.52 3,145,809.75
method
Other 26,075,200.00 37,162,941.77
Total 191,239,981.52 381,808,751.52
(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
PRD Yangzhou Real Estate Development No profits were distributed at the end
60,000,000.00 0.00
Co., Ltd. of last period
The implementation of profit
Shenzhen Huangcheng Real Estate Co., Ltd. 100,000,000.00 341,500,000.00
distribution was decreased.
Total 160,000,000.00 341,500,000.00 --
(3) Long-term equity investment income accounted by equity method
Unit: RMB Yuan
195
2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Same period of last
Name of investee Reporting period Reason for increase/decrease YoY
year
Shenzhen Jifa Warehouse Co., Ltd 876,006.54 811,006.94 Increase of realized profits
Shenzhen GUOMAO Tian’an Properties
3,956,363.67 1,844,080.22 Increase of realized profits
Co., Ltd
Shenzhen Tian’an International Building
332,411.31 490,722.59 Decrease of realized profits
Property Management Co., Ltd
Total 5,164,781.52 3,145,809.75 --
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 186,598,536.60 375,378,858.88
Add: Provision for assets impairments -16,097,045.15 -15,500,366.74
Depreciation of fixed assets, oil and gas assets and productive
16,144,579.09 15,995,267.74
biological assets
Amortization of long-term deferred expense 172,976.28 172,976.28
Losses/gains on disposal of property, intangible asset and other
1,793.41
long-term assets (gains: negative)
Losses/gains on scrapped of fixed assets (gains: negative) 1,470.30
Financial cost (income: negative) 9,497,464.60
Investment loss (gains: negative) -191,239,981.52 -381,808,751.52
Decrease in inventory (increase: negative) 2,242,557.67 -1,056,345.00
Decrease in accounts receivable from operating activities (increase:
-293,800,783.77 -284,117,822.66
negative)
Increase in accounts payable from operating activities (decrease:
-155,404,889.08 569,549,251.46
negative)
Net cash flows generated from operating activities -441,884,791.87 278,614,538.74
2. Significant investing and financing activities without
-- --
involvement of cash receipts and payments
3. Change of cash and cash equivalent: -- --
Closing balance of cash 420,568,966.65 399,641,751.92
Less: opening balance of cash 399,641,751.92 83,846,009.34
The net increase in cash and cash equivalents 20,927,214.73 315,795,742.58
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
7. Information of assets and liabilities recognized by evaluation value from the counter purchase
Inapplicable
XVI. Supplemental information
1. Items and amounts of extraordinary gains and losses
Unit: RMB Yuan
Item Amount Explanation
Gains/losses on the disposal of non-current assets (including the
72,626.95
offset part of asset impairment provisions)
Reversal of impairment provisions for the accounts receivable on
833,813.78
which impairment tests were carried out separately
Other non-operating income and expenses other than the above -724,421.19
Less: Income tax effects -419,360.80
Total 601,380.34 --
The government subsidy recorded into the current gains and losses items shall be disclosed the recognized reason.
□ Applicable √ Inapplicable
2. 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
2013 2012 Closing amount Opening amount
According to Chinese
300,840,563.81 375,422,129.64 1,802,781,292.68 1,503,156,542.93
accounting standards
Items and amounts adjusted according to international accounting standards
According to international
300,840,563.81 375,422,129.64 1,802,781,292.68 1,503,156,542.93
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
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
2013 2012 Closing amount Opening amount
According to Chinese
300,840,563.81 375,422,129.64 1,802,781,292.68 1,503,156,542.93
accounting standards
Items and amounts adjusted according to international accounting standards
According to international
300,840,563.81 375,422,129.64 1,802,781,292.68 1,503,156,542.93
accounting standards
（3）Explain reasons for the differences between accounting data under domestic and overseas accounting
standards
No difference
3. 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
18.19% 0.5048 0.5048
common stock shareholders
Net profit attributable to shareholders of the
Company's common stock after deducting 18.16% 0.5048 0.5048
non-recurring gains and losses
4． 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:
Item Closing Opening Increase/ Reason
amount amount decrease
Advance 35,904,799.33 64,714,990.11 -44.52% Mainly due to project
payment settlement transfer the advance
payment of taxes and fees
Advance 141,082,677.48 678,075,291.01 -79.19% Project report had reached
receivable settlement condition and
carried forward the income
Non-current 67,009,888.28 14,909,888.32 349.43% Transfer long tem loan into
liabilities due business accounting
within one year
Long tem loan 116,243,352.00 19,316,666.64 501.78% Acquire project loan from
subsidiary
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Liabilities of 0 2,739,089.94 -100% Project report had reached
deferred settlement condition and
income taxes carried forward the income
Retain profit 972,271,884.95 690,091,174.80 40.89% The profit increased in the
reporting period
Item Reporting Same period of Increase/ Reason
period last year decrease
Financial -6,334,01.69 -1,504,589.66 321.03% The decrease of interest
expenses expense
-362,455.83 -13,872,00.17 -97.39% The increase of receiving
Assets account receivable in same
impairment period of last year lead to the
losses increase of transferring of bad
debt provision
Investment 5,164,781.52 3,145,809.75 64.18% The increase of the income of
income joint venture
Income from 5,164,781.52 3,145,809.75 64.18% The increase of the income of
the investment joint venture
of joint venture
and
cooperative
enterprise
Non-operating 2,445,277.76 4,025,211.48 -39.25% The obtain of government
income subsidy in the same period of
last year
Non-operating 3,097,072 2,375,285.99 30.39% The occurrence of legal
expense settlements in the report
period
Net cash flow 110,424,330.0 2,375,285.99 -86.29% The decrease of withdrawal
from operating funds of sale project in the
activities reporting period.
Net cash flow 63,862,456.02 -483,463,515.74 -113.21% The increase of loan obtained
from financing and the decrease of loan
activities returned
Net cash flow 179,447,502.83 328,410,569.80 -45.36% The decrease of withdrawal
from cash and funds of sale project in the
cash equivalent reporting period.
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2013 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section XI Documents Available for Reference
I. Annual Report with the signature of the Chairman of the Board;
II. Accounting statements with the signatures and seals of the Legal Representative, the Chief Financial Officer
and the person in charge of the accounting work;
III. Originals of Auditors’ Reports with the seals of the Certified Public Accountants as well as the signatures and
seals of the CPAs firm;
IV. Texts of all the Company’s documents ever disclosed on Securities Times and Hong Kong Ta Kung Pao in the
reporting period, and the originals of the public notices.
Board of Directors
Shenzhen Properties & Resources Development (Group) Ltd.
31 Mar. 2014
200
