ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 SHENZHEN PROPERTIES & RESOURCES DEVELOPMENT (GROUP) LTD. ANNUAL REPORT 2019 (Announcement No. 2020-9) March 2020 1 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Part I Important Notes, Table of Contents and Definitions The Board of Directors (or the “Board”), the Supervisory Committee as well as the directors, supervisors and senior management of ShenZhen Properties & Resources Development (Group) Ltd. (hereinafter referred to as the “Company”) hereby guarantee the factuality, accuracy and completeness of the contents of this Report and its summary, and shall be jointly and severally liable for any misrepresentations, misleading statements or material omissions therein. Liu Shengxiang, the Company’s legal representative, Cai Lili, the Company’s head of financial affairs, and Liu Qiang, head of the Company’s financial department (equivalent to financial manager) hereby guarantee that the Financial Statements carried in this Report are factual, accurate and complete. All the Company’s directors have attended the Board meeting for the review of this Report and its summary. The Company is subject to the Guideline No. 3 of the Shenzhen Stock Exchange on Information Disclosure by Industry—for Listed Companies Engaging in Real Estate. The Company has described in detail in this Report the possible risks facing it, along with countermeasures. Please refer to the section headed “Prospects” of “Part IV Operating Performance Discussion and Analysis” of this Report. The Board has approved a final dividend plan as follows: based on the total share capital of 595,979,092 shares, a cash dividend of RMB3.6 (tax inclusive) per 10 shares is to be distributed to the shareholders, with no bonus issue from either profit or capital reserves. This Report and its summary have been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese versions shall prevail. 2 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Table of Contents Part I Important Notes, Table of Contents and Definitions........................................................... 2 Part II Corporate Information and Key Financial Information................................................... 6 Part III Business Summary............................................................................................................. 11 Part IV Operating Performance Discussion and Analysis............................................................18 Part V Significant Events.................................................................................................................46 Part VI Share Changes and Shareholder Information................................................................. 65 Part VII Preferred Shares................................................................................................................74 Part VIII Convertible Corporate Bonds........................................................................................ 75 Part IX Directors, Supervisors, Senior Management and Staff...................................................76 Part X Corporate Governance........................................................................................................ 85 Part XI Corporate Bonds.................................................................................................................93 Part XII Financial Statements.........................................................................................................94 Part XIII Documents Available for Reference............................................................................. 271 3 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Definitions Term Definition ShenZhen Properties & Resources Development (Group) Ltd. and its The “Company”, the “Group”, “SZPRD” or “we” consolidated subsidiaries, except where the context otherwise requires SIHC Shenzhen Investment Holdings Co., Ltd. SCIHC Shenzhen Construction Investment Holdings Corporation SIM Shenzhen Investment Management Co., Ltd. TK Property Shenzhen Toukong Property Management Co., Ltd. Huangcheng Real Estate Shenzhen Huangcheng Real Estate Co., Ltd. Dongguan Company Dongguan ITC Changsheng Real Estate Development Co., Ltd. Xuzhou Company SZPRD Xuzhou Dapeng Real Estate Development Co., Ltd. Yangzhou Company SZPRD Yangzhou Real Estate Development Co., Ltd. Rongyao Real Estate Shenzhen Rongyao Real Estate Development Co., Ltd. ITC Property Management Shenzhen International Trade Center Property Management Co., Ltd. Huangcheng Property Management Shenzhen Huangcheng Property Management Co., Ltd. Shandong Shenguomao Real Estate Management Shandong Shenguomao Real Estate Management Co., Ltd. Chongqing Shenguomao Real Estate Management Chongqing Shenguomao Real Estate Management Co., Ltd. Yangzhou Jingyue Property Development Yangzhou Shouxihu Jingyue Property Development Co., Ltd. Shenzhen Shenshan Special Cooperation Zone Guomao Property Development Shenshan Guomao Property Development Co., Ltd. Guomao Tongle Property Management Shenzhen Guomao Tongle Property Management Co., Ltd. Housing Assets Operation and Management Shenzhen SZPRD Housing Assets Operation and Management Co., Ltd. Company Guomao Catering Shenzhen Guomao Catering Co., Ltd. Jifa Warehousing Shenzhen Real Estate Jifa Warehousing Co., Ltd. Supervision Company Shenzhen Property Engineering and Construction Supervision Co., Ltd. Tian’an Company Shenzhen Tian’an International Mansion Property Administration Co., Ltd. A special park built by a government or an enterprise for the purpose of achieving industrial development, of which those built by an enterprise usually Industrial park fall into the following categories: logistics parks, technology parks, cultural creation park, company headquarters and ecological agriculture parks 4 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Expressed in the Chinese currency of Renminbi, expressed in tens of thousands RMB, RMB’0,000, RMB’00,000,000 of Renminbi, expressed in hundreds of millions of Renminbi IFMA International Facility Management Association COVID-19 The novel coronavirus disease that started in 2019 5 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Part II Corporate Information and Key Financial Information I Corporate Information Stock name PRD, PRD-B Stock code 000011, 200011 Changed stock name (if any) N/A Stock exchange for stock Shenzhen Stock Exchange listing Company name in Chinese 深圳市物业发展(集团)股份有限公司 Abbr. 深物业集团 Company name in English (if ShenZhen Properties & Resources Development (Group) Ltd. any) Abbr. (if any) SZPRD Legal representative Liu Shengxiang 39/F and 42/F, International Trade Center, Renmin South Road, Luohu District, Shenzhen, Registered address Guangdong Province, P.R.China Zip code 518014 16/F, 20/F, 39/F and 42/F, International Trade Center, Renmin South Road, Luohu District, Office address Shenzhen, Guangdong Province, P.R.China Zip code 518014 Company website www.szwuye.com.cn Email address 000011touzizhe@szwuye.com.cn II Contact Information Board Secretary Securities Representative Name Fan Weiping Qian Zhong and Ding Minghua 39/F, International Trade Center, Renmin South 39/F, International Trade Center, Renmin South Address Road, Luohu District, Shenzhen, Guangdong Road, Luohu District, Shenzhen, Guangdong Province, P.R.China Province, P.R.China Tel. 0755-82211020 0755-82211020 Fax 0755-82210610 82212043 0755-82210610 82212043 Email address 000011touzizhe@szwuye.com.cn 000011touzizhe@szwuye.com.cn 6 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 III Media for Information Disclosure and Place where this Report Is Lodged Newspapers designated by the Company for For A-stock investors: Securities Times information disclosure For B-stock investors: Ta Kung Pao (HK) Website designated by CSRC for publication of this www.cninfo.com.cn Report Board Office, 39/F, International Trade Center, Renmin South Road, Luohu Place where this Report is lodged District, Shenzhen, Guangdong Province, P.R.China IV Change to Company Registered Information Unified social credit code No change Change to principal activity of the No change Company since going public (if any) On 29 September 2004, the State-Owned Assets Supervision and Administration Commission of Shenzhen Municipality (“SASAC Shenzhen”) decided to incorporate Shenzhen Investment Holdings Co., Ltd. (“SIHC”) to include Shenzhen Investment Management Co., Ltd. (“SIM”, the former controlling shareholder of the Company) and Shenzhen Construction Investment Holdings Corporation (“SCIHC”). SCIHC and SIM hold 323,796,324 and 56,582,573 shares respectively in the Company, Every change of controlling shareholder representing a combined stake of 63.82%. since incorporation (if any) On 19 October 2018, the Company was notified by its actual controlling shareholder SIHC that it had received the Confirmation of Securities Transfer Registration from China Securities Depository and Clearing Co., Ltd. (Shenzhen branch), marking the completion of the equity transfer to SIHC. As such, SIHC has become the controlling shareholder of the Company. The controlling shareholder remained unchanged during the Reporting Period. V Other Information The independent audit firm hired by the Company: Name Pan-China Certified Public Accountants LLP 4/F, Tower A2, Yuzhu Plaza, 856 Huangpu Boulevard East, Huangpu District, Guangzhou Office address City, Guangdong Province, China Accountants writing signatures Wang Huansen and Chen Yan The independent sponsor hired by the Company to exercise constant supervision over the Company in the Reporting Period: □ Applicable √ Not applicable The independent financial advisor hired by the Company to exercise constant supervision over the Company in the Reporting Period: □ Applicable √ Not applicable 7 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 VI Key Financial Information Indicate by tick mark whether there is any retrospectively restated datum in the table below. √ Yes □ No Reasons for the retrospective restatements: Business combination under common control 2019-over -2018 2018 2017 2019 change (%) Before Restated Restated Before Restated Operating revenue 3,961,669,942.44 2,787,240,632.53 3,376,673,249.90 17.32% 2,904,690,690.53 3,313,178,320.65 (RMB) Net profit attributable to the listed 817,805,780.12 592,723,852.71 698,050,728.96 17.16% 622,962,734.37 663,742,776.33 company’s shareholders (RMB) Net profit attributable to the listed company’s 695,675,201.19 591,362,024.37 591,362,024.37 17.64% 559,625,850.90 559,625,850.90 shareholders before exceptional gains and losses (RMB) Net cash generated from/used in operating 939,789,565.96 1,123,594,927.59 1,231,718,056.18 -23.70% -346,269,760.94 -274,210,826.57 activities (RMB) Basic earnings per 1.3722 0.9945 1.1713 17.15% 1.0453 1.1137 share (RMB/share) Diluted earnings per 1.3722 0.9945 1.1713 17.15% 1.0453 1.1137 share (RMB/share) Weighted average 20.46% 18.94% 19.47% 0.99% 26.64% 21.75% return on equity (%) Change of 31 December 31 December 31 December 2018 2019 over 31 December 2017 2019 31 December 2018 (%) 8 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Before Restated Restated Before Restated Total assets (RMB) 10,772,491,740.53 5,820,202,137.54 7,023,354,613.55 53.38% 5,393,331,548.87 6,429,389,760.43 Equity attributable to the listed company’s 3,147,949,009.38 3,337,949,324.64 3,872,406,104.67 -18.71% 2,921,693,794.08 3,345,542,300.92 shareholders (RMB) VII Accounting Data Differences under China’s Accounting Standards for Business Enterprises (CAS) and International Financial Reporting Standards (IFRS) and Foreign Accounting Standards 1. Net Profit and Equity under CAS and IFRS □ Applicable √ Not applicable No difference for the Reporting Period. 2. Net Profit and Equity under CAS and Foreign Accounting Standards □ Applicable √ Not applicable No difference for the Reporting Period. VIII Key Financial Information by Quarter Unit: RMB Q1 Q2 Q3 Q4 Operating revenue 385,944,107.52 369,445,972.44 246,562,586.92 2,959,717,275.56 Net profit attributable to the listed 78,431,920.59 25,317,477.57 -689,810.21 714,746,192.17 company’s shareholders Net profit attributable to the listed company’s shareholders before 77,831,706.94 25,854,478.35 -1,104,487.82 593,093,503.72 exceptional gains and losses Net cash generated from/used in -64,518,467.02 -395,433,769.96 994,222,491.29 405,519,311.65 operating activities Indicate by tick mark whether any of the quarterly financial data in the table above or their summations differs materially from what have been disclosed in the Company’s quarterly or interim reports. □ Yes √ No IX Exceptional Gains and Losses √ Applicable □ Not applicable Unit: RMB 9 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Item 2019 2018 2017 Note Gain or loss on disposal of non-current assets 47,015.23 -79,489.58 104,883,756.37 (inclusive of impairment allowance write-offs) Government subsidies charged to current profit or loss (exclusive of government subsidies given in the Company’s ordinary course of business at fixed 2,410,184.82 165,676.08 quotas or amounts as per the government’s uniform standards) Current profit or loss on subsidiaries obtained in business combinations involving enterprises under 118,680,871.93 105,442,907.48 41,053,124.05 common control from the period-beginning to combination dates, net Gain or loss on contingencies that do not arise in the -5,491,792.67 Company’s ordinary course of business Non-operating income and expense other than the 2,048,751.21 1,724,017.41 -466,062.66 above Other gains and losses that meet the definition of 91,337.56 exceptional gain/loss Less: Income tax effects 1,146,936.51 448,375.57 35,589,017.57 Non-controlling interests effects (net of tax) 645.31 116,031.23 273,082.09 Total 122,130,578.93 106,688,704.59 104,116,925.43 -- Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item defined or listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gain/Loss Items: □ Applicable √ Not applicable No such cases for the Reporting Period. 10 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Part III Business Summary I Principal Activity of the Company in the Reporting Period (I) Core Business Overview Established in November 1982, the Company was originally known as “Luohu Engineering and Construction Headquarters” and renamed “Shenzhen Municipal Property Development Corporation” in August 1985. The Company was determined as the second batch of pilot units for joint-stock reform of state-owned enterprises in 1988. Approved by the municipal government, the Company renamed to ShenZhen Properties & Resources Development (Group) Ltd. (SZPRD) in April 1990. The stock of the group company (stock name: PRD, PRD-B; stock code: 000011, 200011) was officially listed in Shenzhen Stock Exchange in March 1992. The Company is headquartered in the International Trade Center, Renmin South Road, Luohu District, Shenzhen, Guangdong Province, P.R.China. At its inception, the Company contracted and built Shenzhen International Trade Centre Building as Party A, and created the world-famous "Shenzhen Speed" that "one floor was completed in three days". International Trade Centre Building ranked the first place in several places in China: It was the first super-high-rise building in China, which has occupied the position of "the tallest building in the country" for ten years; It was the first building project involving bidding in China. It is the landmark building in Luohu and even Shenzhen, a resounding historical and cultural symbol in Shenzhen and the "cultural card in Shenzhen". It was selected into the first batch of 45 historical buildings in Shenzhen and became "The Reflection of the Shenzhen Speed and the Symbol of the Reform and Opening-up" with a reputation for the whole country and even the world. The enterprise spirit of "going ahead and reforming" of Shenzhen Property Group has also become the spiritual totem of the numerous entrepreneurs in Shenzhen. Since its establishment 38 years ago, the Company has developed into a large-scale comprehensive group company from a simple project company at that time by focusing on the traditional real estate business and implementing the pluralistic development strategy, taking Luohu as its base area and radiating all over the country. Currently, the Company mainly takes real estate development property management and housing asset operation as the basic business, with catering service, warehousing business and supervision business, etc. as supplement, and the diversified business structure of “3+X” is being formed. In accordance with three-step strategic implementation route of “ strengthening bases, brink breakthrough, and focus on leading”, the Company constantly consolidates existing basic business, promotes the comprehensive upgrading of various businesses, constitutes the advantage of sustainable development, and keeps on making efforts for development vision of building “comprehensive full ecological chain operator of intelligent scientific and technological park which ranks the first in China and takes a leading position in the world”. During the reporting period, the Company realized large scale growth of asset scale, business revenue and net profits, comprehensive capacity and industry position of the Company is further improved, and the transformation mode of modern urban comprehensive complex has obtained substantial achievements. 1. Real estate business Since its establishment, in terms of the main real estate business, the Company is specialized in developing the residence, the hi-end apartment and the office building, owns Shenzhen Huangcheng Real Estate Co., Ltd., Dongguan ITC Changsheng Real Estate Development Co., Ltd., SZPRD Xuzhou Dapeng Real Estate Development Co., Ltd., SZPRD Yangzhou Real Estate Development Co., Ltd. and Shenzhen Rongyao Real Estate Development Co., Ltd., and has developed a batch of brand projects, including International Trade Commercial Building, Huanggang Port, Huangyuyuan, Tian’an International Building, etc. During the reporting period, the Company purchased 69% equity of Shenzhen Rongyao Real Estate Development Co., Ltd., and pioneered in developing urban update projects jointly between Shenzhen state owned asset system and private enterprise, and opened the construction curtain of the first completely marketized urban renewal project in the Group history. Development control mode of real estate development project of the Company includes two grades, i.e. Group HQ and urban Company. The Group mainly controls land investment, plan 11 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 and operation, key marketing nodes, planning design and cost control above quota, while urban Company is in charge of engineering management, site marketing, site design and cost control below quota. Sufficient autonomy is granted to each project Company. The Group makes takes institutionalized management and has formed the internal operation system of main real estate business with comprehensive management system Real Estate Manual and other standard codes, and the real estate control mode gets complete and mature gradually. In 2019, the Company expanded land projects and deepened the core market of Shenzhen by bid invitation, auction and listing, merger and acquisition, and other channels, with the new annual land reserve increased by 120,000 square meters. Currently, the cumulative land reserve of the Company is close to 300,000 square meters, which initially relieves the bottle neck problem of land reserve that restricts the sustainable development of the Company. 2. Property management During the reporting period, the Company purchased 100% equity of TK Property successfully, further enriched property resources under management of the Company, including land, house property and high end scientific and technological park. The Company takes subordinate enterprises of Shenzhen International Trade Center Property Management Co., Ltd. And TK Property as the core platform, strives for building comprehensive full ecological chain operator of intelligent science and technology park. Shenzhen International Trade Center Property Management is among the first batch of National Qualified Level I Enterprise of Property Management, and was rated as “Top 100 National Property Management Enterprises” and “Excellent Enterprise of Property Management of Industrial Park In China” for several years successively, and has four subsidiaries, namely, Shenzhen Huangcheng Property Management Co., Ltd., Shandong ITC Property Management Co., Ltd., Chongqing ITC Property Management Co., Ltd. and Yangzhou Jingyue Property Management Co., Ltd. During the reporting period, it newly established Shenshan Guomao Property Management, Tongle Property Management of Shenzhen ITC Property Management, which are joint ventures. After more than 30 years of development, Shenzhen ITC Property Management has had striking brand advantages, with its property service projects all over the world, including Hulun Buir, Manzhouli, Baoding in Southwest China Market, Shandong, Shanghai, Zhejiang and Jiangsu in East China Market, Chongqing in Southwest China Market, Shenzhen and Dongguan in South China Market. The Company has provided service for the famous enterprise parks (Huawei, Alibaba, Jingdong, Hikvision) and a large batch of government property projects in Shandong and Chongqing. After purchasing TK Property, currently the total property management area of the Company is more than 20 million square meters, including 8 million square meters of management area of high end quality industrial parks, and has realized the national layout of high end industrial park operation management, having Baoding Shenzhen Industrial Park in the north, Hangzhou Alibaba in the east, Shenzhen Bay Industrial Park in the south, Chongqing Jingdong Industrial Park in the west. High end industrial operation and management scale of the Company will enter into the first echelon of domestic industrial park operation and management. On the basis of consolidating traditional property management, the Company will further accelerate to use big data, Internet of Things, AI, and other new technologies, construct smart operation service platform, constantly promotes platform upgrading and realize scale profits. 3. House leasing business As an important link in building comprehensive full ecological chain operator of the Company, house leasing business was originally operated by the leasing center of the HQ, and now it is operated by house leasing company independently, which aims at accelerating to cultivate the core operation ability of long term rental apartment while giving full play to the basic business advantage of real estate development and property management of the Group Company. House leasing company actively explores the development mode of “long term rental apartment + commercial office”, considers the operation solution of full life cycle of leasing assets as well, attaches great importance to return on investment, focuses on disposing stock assets and improves the operation profits of assets while seeking new opportunities of new leasing properties. Currently, the Company has signed cooperation agreement with talents settlement group of Futian District, and takes Fumin Complex project as the pilot project of new leasing mode, which has been listed into talent settlement engineering plan of Futian District in 2019. Stage I apartment project of Chuanbu Street, Fumin Complex project, Gourmet Palace on the 2nd floor of International Trade Center Plaza and other renovation project also progress as planned. Currently, the leasing property area exceeds 100,000 square meters, with the occupancy rate reaching 86%. 4. Other business 12 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 The Company also provides catering service, warehousing service, supervision service, etc. The catering service is operated by Shenzhen Guomao Catering Co., Ltd, with the total operation area as 1,892 square meters. Guomao Catering Co., Ltd. was established in 1986, and the ITC Revolving Restaurant is the first air restaurant in China and was listed as “China’s highest revolving restaurant” by the State Council, is the only revolving restaurant specializing in Chinese foods and an important reception restaurants appointed by Shenzhen Municipal Government, and has received more than 600 domestic and overseas state heads, famous people and numerous domestic and overseas guests, with its reputation spreading all over the world. Talks given by President Deng Xiaoping in ITC Revolving Restaurant during his inspection to the south in 1992 stirred up the second wave of China’s opening up, and ITC Revolving Restaurant also becomes landmark scenic spot of Shenzhen with unique historical significance. Warehousing service is mainly operated by joint venture (50% equity) Jifa Warehousing Co., Ltd., with total warehouse area as 35,000 square meters. Subordinated supervision company of the Group, which was originally known as Shenzhen Property Engineering Management Department, has grade A supervision qualification of building works of MOHURD, and takes part in the construction and management work of Shenzhen World Trade Center Building. It is a witness of the whole process of “Shenzhen speed”, and mainly serves for the development project of the Group. (II) Industry development stage and cyclic characteristics of the Company, and industry position of the Company during the reporting period Industry development of the Company is closely related to national economic development and national policy orientation, and in positive correlation with cyclic fluctuation of economy. 1. Real estate industry During the reporting period, China’s real estate market policy environment is still tightening. In July, 2019, meeting of the Political Bureau of the Central Committee reiterated the position of “house is used for living instead of speculation”, implemented long term management mechanism of real estate, and put forward the first time that real estate is not taken as a way for short term economic stimulation, specified the basic tone of future housing system and real estate policy. Financing policy of the real estate company gets tight constantly, involving trust, foreign bonds, development loan, etc. Base on each city, each district, and actuation situation, locality implement policies accordingly to keep the stability of real estate market. Under such policy background, China’s real estate industry mainly presents the following characters: (1) Real estate market enters the new cycle of quality improvement, speed reduction, and stable development According to report of the central bank, at the end of December, 2019, price of new commercial residence and second hand residence in 70 small and middle cities raised by 6.8% and 3.7% respectively, with the increase rate reduced by 3.7% and 4% compared with the same period last year. In 2019, the sales area of national commercial house keeps nearly the same as last year, with the total sales amount as 1.6 billion Yuan, with an increase of 6.5% compared with the same period last year, with the increase speed reduced by 5.7% compared with the end of last year. The increase speed of sales area and sales amount of commercial house both slowed down. National real estate development investment increased stably, with the completion amount increased by 9.9%, with the increase speed improved by 0.4% compared with last year. Among it, cumulative residence development investment was 0.97 billion Yuan, with an increase of 13.9% compared with the same period last year, with the increase speed improved by 0.5% compared with last year, accounting for 73.4% of real estate development investment. The real estate market maintains stable operation overall, and basically realized the policy objective of “stable land price, stable house price and stable forecast”. With the gradual exit of monetized resettlement dividend of shantytown renovation, fast promotion of long-effect management mechanism of real estate and housing system reform, etc., the market will return to rationality and commercial house sales will return to self-living needs. (2) Pulled by progress of urbanization, urban renewal and renovation, improvement of living conditions, etc., real estate market space is still huge. Real estate industry still has relatively huge development space. First, from the perspective of urbanization rate and citizen consumption level, urbanization rate failed to reach 60.60% in 2019, and there is still gap from 70% urbanization rate of developed countries. The improvement of urbanization still brings relative huge space for real estate market development, and the acceleration of centralizing the people to city will improves demand for urban real estate. Second, urban reconstruction and renewal involves a lot 13 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 of demolition of old houses, which is resettled by means of house or currency. As for monetized settlement, part of citizens need to enter second hand house and new commercial house market to buy self-living house. With city entering into the stock renovation age gradually, future urban renovation and renewal will further improve house demand. Third, according to study data of Evergrande, main real estate purchasing urban population of China before 2045 will be stabilized at about 0.55 billion, with their age moving upward. With the increase of urban citizens, outstanding demand for house quality improvement, in the future, high quality improved house will be popular. (3) With the deterioration of industry competition, various real estate companies seek the development road of transformation and upgrading “Matthew Effect” of market share of real estate enterprises is still deteriorating. According to statistics of CRIC, by the end of 2019, centralization degree of equity sales amount of TOP3, TOP10, TOP30, TOP50, TOP100 real estate develops have reached nearly 9.5%, 21.4%, 35.7%, 43.5% and 53% respectively. On one hand, risk prevention of real estate industry is strengthened, part local governments require that only developers with a certain scale can get the land, which squeezes the living space of small and medium real estate developers. On the other hand, constantly tightened policy makes overall financing difficulty and financing cost of real estate industry increase, scale real estate developers enjoy outstanding financing advantages and top real estate developers will occupy bigger market share. In fierce market competition, traditional single real estate development mode gets harder and harder to adapt to the change of the age. Various real estate companies also explore the development road of transformation and upgrading on and off, and seek new development direction and function positioning. Under the age background of big data and 5G, in the new age of replacing population dividend and land dividend with digital dividend completely, it has become the important direction of real estate developers to stand out in a round of new competition by thoroughly utilizing rich scenarios and traffic ports of themselves and seizing the opportunities brought by data application, Internet of Thing, and other scientific and technological revolution. 2. Industry of property management With the acceleration of urbanization, the upgrading of citizen’s consumption level, and the constantly increase of stock property area, property management starts to develop fast, with broad industry development prospect. On one hand, China’s real estate market develops constantly, national new urbanization plan progresses for implementation, governments of part areas promotes full coverage of property management, and a large amount of residential communities introduce property management gradually. Incremental houses, stock houses and old residential communities provide huge market space for property management space. On the other hand, users of property service get mature, especially affected by the COVID-19 epidemic at the beginning of 2020, the service level of different property management show apparently, citizens realize that excellent property service not only matters the living experience, but also closely relates to individual health in critical period, which will further stimulate them to purchase excellent property service. Specifically, China’s property management industry mainly presents the following characteristics: (1) Market scale accelerates expansion, industry presents the trend of the strong being strong forever According to Development Indicator Evaluation Report of Property Service Enterprises in 2019, in 2018, total national management area of property management industry is 27.93 billion square meters, with an increase of 3.265 billion square meters compared with 2017, with the increase rate as 13.2%; the total income was 704.363 billion Yuan, with an increase of 103.64 billion Yuan compared with 2017 and the increase rate as 17.25%; there are totally 127,000 property service enterprises nationwide, with an increase of 9000 compared with 2017 and increase rate as 7.2%. In 2018, there are 70,403 property management projects of top 500 enterprises, with the management area as 11.878 billion square meters, accounting for 42.56% of the total area of property management industry in 2018, and the industry centralization degree is further improved. Meanwhile, different level enterprises of top 500 deteriorate their division, top 100 enterprises manage 41,514 projects and 8.008 billion square meters , with an increase of 33.89% compared with the same period last year, which account for 58.97% and 67.73% of the management projects and management area of top 500 enterprises. Resource advantages centralize toward top enterprises, and the industry presents the trend of the strong being strong forever. (2) Fundamental property service is the basis and multiple operations become the profit growth point. 14 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 The revenue of property service enterprises mainly consist of two parts: income of fundamental property service and income of multiple operations. From the perspective of revenue and profit composition, fundamental property service has always been the revenue and profit core of property management service. However, in recent years, due to the slow increase of property management fee, the cost of labor intensive industry is hard to reduce; multiple operation business develops quickly, and has become the profit growth point of enterprises gradually. Top enterprises of property management industry deepen to dig customers’ needs while providing high quality fundamental services, strive for providing diversified value added services for customers, and carry out multiple operation services, such as consulting, community house broker, community e-commerce service, community domestic service, community elderly care service, etc., involving elderly care, finance, education, tourism, new retailing, agriculture, etc, activate the stock market of fundamental property, and bring new growth space for enterprise development. (3) Industry transformation and upgrading accelerates, the new format of “Internet + property management” presents The development of Internet+ and big data makes property management enterprises follow the latest development trend of market closely, turn to intelligent property management, construct the new format of “Internet+ property management”, and improve enterprise management efficiency and operation efficiency through informationized, intelligent, automatic and intensive management. Nearly all top property service enterprises own or are developing their own informationization platform. After the COVID-19, technological and mechanical requirements of property management service industry of the government and society will be further improved. In the future, property service enterprises will speed up transformation and upgrading, and change from traditional property service provider to integral supplier of modern services, apply scientific and technological means to provide standard “private butler” service and other service modes, and quality while paying more attention to the diversified needs of owners and improve property service quality while utilizing technology, information, AI and other high-tech technologies to improve service efficiency. 3. Industry position of the Company SZPRD arises together with Shenzhen opening up and devotes to Shenzhen real estate and property management and other fields for more than 30 years. Its comprehensive capacity and brand influence gets stronger constantly and its industry position improves gradually. It has won many honors and awards in past years. Real estate division: During the reporting period, at the Grand Ceremony of Shenzhen Real Estate in 2019 as well as Comprehensive Evaluation Briefing of Industry held by Shenzhen Real Estate Association, the Group won the honor of “Brand Value Enterprise of Shenzhen Real Estate Development Industry” and 30-Year Vice Present Unit Since Shenzhen’s Establishment”; SZPRD-Hupan Yujing project won “Residential Quarter Gold Prize of Tien-yow Jeme Civil Engineering Prize”, with product capacity winning the recognition of industry authorities; Dongguang Company won the honor of “ Service Enterprise with Benefit Contribution Ranking Top 10 in 2018”, with the ranking as 2nd. Property management division: ITC Property Management was among the first batch of national qualified Level I enterprises of property management. During the reporting period, it ranked the 33rd of “Top 100 Enterprises of China’s Property Management in 2019 ”, ranked the 4th of “Property Management Enterprises of China’s Industrial Park in 2019”, and won the honor of “Best Innovation Award” of IFMA (China) in 2019 and other honors. This also enables ITC Property Management to be rated as Top 100 Enterprise of China’s Property Service from 2016 to 2019 consecutively and become council member of Guangdong Green Supply Chain Association & Green Property Management Professional Committee; the Company’s purchasing of TK Property enhances the Company capacity and improves industry position strikingly. During the reporting period, TK Property ranked the 15th of “Top 50 of Comprehensive Capacity of Shenzhen Property Service Enterprises in 2018” which is rated by Shenzhen Property Management Association, ranking three places higher than in 2017. Comprehensive capacity of the Company also won thorough recognition and highly evaluation of the industry. During the reporting period, the result of the selection activity of “Guandong Top 500 Enterprises in 2019” jointly held by Guangdong Provincial Federation of Enterprises and Guangdong Federation of Entrepreneurs, the Company won the honor of “Guandong Top 500 Enterprises in 2019” consecutively for 9 years. 15 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 II Significant Changes in Major Assets 1. Significant Changes in Major Assets Major assets Main reason for significant changes Up 12.69% from the beginning amount, primarily driven by gains on joint ventures Equity assets recognized at the equity method Down 8.74% from the beginning amount, primarily driven by asset stripping by subsidiary Fixed assets Shenzhen Toukong Property Management Co., Ltd. Intangible assets Up 53.83% from the beginning amount, primarily driven by new purchases Construction in progress No such assets Up 39.14% from the beginning amount, primarily driven by the increase in revenue of the Accounts receivable property management business Up 1046.94% from the beginning amount, primarily driven by the accounts between Rongyao Other receivables Real Estate and shareholders before Rongyao Real Estate was merged into the Company Up 251.93% from the beginning amount, primarily driven by increase in the development Inventories costs of the projects of Guanlan Bangling, Banshan Yujing Phase II and Fuchang Phase II Up 146.62% from the beginning amount, primarily driven by increase in pre-paid VAT and Other current assets input tax to be deducted Down 100% from the beginning amount, primarily driven by reclassification according to the Available-for-sale financial assets new accounting standards governing financial instruments Down 21.25% from the beginning amount, primarily driven by asset stripping by subsidiary Investment property Shenzhen Toukong Property Management Co., Ltd. Long-term prepaid expenses Up 101.37% from the beginning amount, primarily driven by more decoration activities Up 26.37% from the beginning amount, primarily driven by larger amounts of deductable loss Deferred income tax assets and land VAT provision Down 95.71% from the beginning amount, primarily driven by decrease in prepayments for Other non-current assets investments 2. Major Assets Overseas □ Applicable √ Not applicable III Core Competitiveness Analysis In recent years, while vigorously developing the traditional real estate business and deploying the core city cluster, the Company has gradually improved its pluralistic development strategy, and continuously enhanced its core competitiveness by means of effective strategic adjustment so as to accumulate strength for its future sustainable development. The Company’s core competitiveness can be analyzed from the following aspects: 16 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 The first is the enterprise spirit of "going ahead and reforming". At the beginning of its establishment, The "Shenzhen Speed" that "one floor was completed in three days" reflected the good style of work of Shenzhen Property personnel, such as taking courage to explore, and forged the enterprise spirit of "going ahead and reforming". During the reporting period, the Group obtained localized development project for the first time by means of marketized purchasing, which is also the first completely marketized urban renewal project in the history of the Group. Merger of TK Property just took 9 and a half months actually, and created “Shenzhen Speed” of marketized incorporation of state owned enterprises in Shenzhen. The Company leads to implement following investment system of urban renewal projects in municipal state owned asset system, and takes solid steps in multi-layer incentive restriction mechanism. One generation after another generation of Shenzhen Property personnel constantly carry forward and practice the enterprise spirit of “going ahead and reforming”, and promote sustainable, healthy and stable development of the enterprise. The second is the constantly enriched strategic and project resources. As the main company and platform company of municipal state owned enterprise system of Shenzhen, SZPRD thoroughly utilizes listed company platform for capital operation, constantly enriches property resources under management, including land, housing property and high end scientific and technological park, and realizes endogenous and denotative growth. It actively introduces strategic investors and establishes strategic cooperation relationship with Infinova and other companies, with its strategic resources obtaining and integration ability enhanced constantly. Meanwhile, relying on high quality service and good reputation, it accumulates a lot of stable customer resources, and expands project resources constantly, and the affiliated property management company won several bids of property management projects. Its property service format realizes diversification and professionalism. The third is standard governing mechanism and stable management team. The Company constantly deepened system construction, consolidated enterprise operation foundation, improved standard and normative management level, and finished remuneration performance and enterprise annuity reform solution and implemented it within the year. For bidding and tendering, investment and merger, internal control, more than 15 regulations and systems were newly formulated or revised in the whole year, the conception of ruling the enterprise by law was sorted out and strengthened, and corporate governance structure was completed. The Company has a stable operation team, which persists in the corporate development strategy, continuously making the 13th Five-Year Strategic Plan and the 14th Five-Year Strategic Plan and pioneering with the strategic plans as the guideline and road map, thus ensuring the continuity of the Company’s principal policy. The forth is profound “ITC” brand value and social recognition. Over more than 30 years of development and accumulation, the Company is highly recognized in the market by virtue of its brand value of “ITC” brand value that carries the spirit of opening up. In July, 2019, the Company won the honor of “Brand Value Enterprise of Shenzhen Real Estate Development Industry” and 30-Year Vice Present Unit Since Shenzhen’s Establishment”, as well as the honor of ““Best 500 of China Real Estate Developers” , “Guangdong Top 500 Enterprises”, etc, with its social influence and brand reputation improved constantly. 17 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Part IV Operating Performance Discussion and Analysis I Overview The Company is subject to the Guideline No. 3 of the Shenzhen Stock Exchange on Information Disclosure by Industry—for Listed Companies Engaging in Real Estate. (I) Industry review for the reporting period 1. Macro economic situation In 2019, affected by the rise of trade protection, slow-down of technical revolution, and the increase of uncertainty of geopolitics, etc., global economy growth kept slow, the growth of main world economic entities was sluggish. For different countries, tense international trade situation and sluggish global economy made the economic growth speed of America slow down. Federal Reserve entered preventive interest rate reduction from interest rate increase channel, had three times of interest reduction in July, September, and October respectively, and promotes loose monetary policy gradually. Due to trade friction and the uncertainty of Brexit, the economic growth of Eurozone is sluggish, inflation kept on being low, which is apparently not good as the middle and long term goal. Japan was also affected by internal and external factors, presented reduction in both export and production, with its economy running low. Restricted by both external uncertainty and internal structure problems, economic growth of main world emerging market countries also slowed down, and part of countries all entered into interest reduction channel. Generally speaking, global economy is still in the deep adjustment period after the international financial crisis, accelerated evolution characteristics of great world change gets more strikingly, and global fluctuation and risk points increase obviously. For domestic economy, restricted by Sino-US trade friction, Financial deleveraging, industry transformation and upgrading, etc., the pressure of economy walking downward is big. According to national statistic bureau, in 2019, annual GDP was 99.1 trillion Yuan, with an increase of 6.1% compared with the same period last year, conforming to the predicted objective of 6% to 6.5%. However, economic growth reached record new since 1991, with quarterly growth rate as 6.4%, 6.2%, 6.0% and 6.0% respectively, presenting quarterly downward trend. Growth rate of Q3 and Q4 reduced to the lowest point during 12 historical quarters. In 2019, fixed asset investment increased by 5.4% compared with the same period last year, with the increase rate decreased by 0.5% compared with the whole year of 2018. However, real estate investment was still in downward channel, cumulative real estate investment in 2019 increased by 9.9% compared with the same period last year, with the growth speed fell back by 0.3% compared with January to November but increased by 0.4% compared with 2018; as for December, it increased by 7.4% compared with the same period last year, fell back by 1.0% compared with November. With tight policy, investment fell back slowly. In 2019, land purchase area decreased by 11.4% compared with the same period last year, with a negative increase, decreased by 25.6% compared with 2018. According to data of China Index Academy, in four quarters of 2019, average land transaction rate of 300 cities were 13%, 21%, 10%, 9% respectively, presenting falling down trend, and the land market cooled down obviously. In 2019, real estate sales decreased by 0.1% annually, fell down by 1.4% compared with 2018. Under the overall tightening financing environment, real estate sales is still low. At the end of 2019, with the mutual function of temporarily slow-down of Sino-US trade friction, loose financial and monetary policy, forecast improvement of enterprises, etc., economy stabilized in short term, investment and export increased a little, and consumption kept stable. From the beginning of 2020, the epidemic of COVID-19 spread all over the country quickly, to avoid large scale flow and aggregation of population, the whole country took the prevention measures of isolation at home, prolonging work and production resumption, etc., manufacturing, real estate, infrastructure construction stopped basically, which caused apparent shock to investment, consumption and export in short term. However, after this epidemic, domestic system and mechanism reform expects to further deepen, stimulate new intelligent, online production and life formats. In long term, China’s economy still has huge 18 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 development potential. With the further deepened structure reform of supply side, scientific and technological innovation vitality brought by higher level opening up, the improvement of total factor productivity, and constant stability of macro policy, China’s economy will keep on maintain the basic trend of walking toward better in stability and in long term. 2. Policy environment of the industry In 2019, for policy of central committee level: at the beginning of the year, two sessions(NPC and CPPCC) clarified to “prevent big fluctuation of real estate market:; in April, meeting of the Political Bureau of the Central Committee reiterated the basic tone of “living house being not for speculation; in July, the Political Bureau of the Central Committee put forward for the first time that real estate will not be take as a means to stimulate economy in short term; at the end of the year, economic work conference of the Central Committee pointed out to “strengthen urban renewal and stock house renovation and improvement, do renovation work of old urban communities well, powerfully develop rental house”, and further reiterated to “stick to the position of house being not used for speculation, and thoroughly implement the long effect regulation mechanism of taking measures according to city situation, stabilizing land price, house price and forecast”; the Central Committee went through the forecast of from stability to tightening to stability again. For local finance level: at the beginning of the year, Haikou, Xi’an, Nanjing, and many other cities lowered its talent settlement threshold, Shijiazhuang opened its settlement and moving-in restriction conditions thoroughly, Hohehot, Ningbo, etc. released the stimulant measures, such as subsidy for talents to purchase house, etc.; at the middle of the year, Suzhou, Dalian, Xi’an, etc. enhanced their regulation, and implemented price limit order to maintain the forecast stability of real estate market; since Q3, many cities focus on new policy on talents, Shanghai, Zhuhai, Nanjing, etc. only loosed its house purchasing threshold for in part ares, while Changsha, Sanya, Foshan, etc. Loosed its restriction in the whole city, and the local level went through the regulation process from being loose to being tightening to being loose again. For financial policy, taking NO. 23 Document in May as the start point, China Banking and Insurance Regulatory Commission ‘s supervision for bank and trust financing got stricter and stricter, real estate trust and overseas financing showed tightening signal successively. This policy has relatively small influence on real estate developer with stable finance and high credit, and industry finance may further be divided. In August, the Central Bank completed its LPR and formed mechanism, loan interest rate pricing method is adjusted into “LPR plus basis point”. Although currently, house loan still belongs to high quality assets with safety attributes and this pricing method may have good benefits, under the big background of strict regulation on real estate, loan interest rate still tend to increase instead of fall. Besides, in 2019, shanty house renovation cooled down apparently, with the construction amount fell back greatly, and monetary settlement rate reduced. Looking forward to the future, stability is still the main tone of real estate regulation policy. Long-effect mechanism has been quickly implemented in leasing, selling, house for living instead of speculation and other regulation links, leads the market to stabilize the forecast with long-effect mechanism. There expects to be more system policies to be released in 2020. In the future, real estate market will show the layout of stable sales and regional differentiation, and return to its living attributes. 3. Regional market layout In 2019, the Central Committee reiterated that the house is for living instead of speculation, real estate financial supervision keeps on tightening. Under such a background, Shenzhen embraced the releases of GBA Planning Outline, the issuing of opinions on pioneering socialist demonstration zone, and the adjustment of standard of “mansion tax”, etc., the real estate market kept on going upward. According to data of China Index Academy of CREIS, in 2019, the whole city launched 43,376 commercial houses with the area as 4.3777 million square meters, with the supply area increased by 15.1% compared with the same period last year, and the supply quantity had resumed to the level of 2016; commercial house transaction reached 37,484 sets, with the area as 3.6986 square meters, with the transaction area increased by 26.48% compared with the same period last year, and the transaction scale reached record high in recent three years; transaction price of commercial house kept stable, the average annual transaction price was 55,8231 Yuan /square meter, with an increase of 3.14% compared with the same period last year; transaction of second hand house kept strong, with totally 77,149 second hand houses transacted in the whole year, with the area as 6.3721 square meters, and the transaction quantity and area reached record high in recent three years, with an increase of 19.4% and 20.1% respectively. The land market also realized increase in both supply and demand, the whole city launched 56 pieces of land, with the total planning area as 19 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 8.2785 square meters, with an increase of 26.9% compared with same period last year; 48 pieces of land were transacted successfully in total, with the planning area as 6.7478 million square meters, with an increase of 9.8% compared with the same period last year. In the future, regulation policy in Shenzhen expects to maintain the main tone of stability, keep on promote the system of both leasing and purchasing, establish long-effect mechanism, to ensure the real estate market to realize the pattern of stable transition and multiple consumption. (II) Business Review for the Company in 2019 In 2019, the Company upheld the core values of “Work Together, Create Together and Share Together”, focused on the major tasks of “Property Development, Capital Operation and Payment Collection”, and adhered to a market-oriented strategy in operations. As a result, breakthroughs have been made in multiple major property projects that are leading the Company’s strategic transformation, the operations of the existing property projects have been fruitful, and a “3+X” diverse business structure is taking shape. More details are given as follows: ——Operating results achieved a new high as all business divisions thrived. The total assets of the Group exceeded RMB10 billion for the first time in history during 2019. For the year, the Group recorded operating revenue of nearly RMB4 billion for the first time in history, up 17.32% year-on-year, and a profit before tax reaching RMB1 billion for the first time in history, up 9.42% year-on-year. Currently, operating revenue mainly comes from property sales, with minor contributions from property management, house rental, catering service and other businesses. For 2019, the property sales business reported operating revenue of RMB2.740 billion (69.16% of the Group’s total operating revenue), up 20.03% year-on-year; the property management business achieved operating revenue of RMB1.198 billion (30.24% of the Group’s total operating revenue, a much bigger contribution than before), up 12.83% year-on-year; the catering business generated operating revenue of RMB22 million (0.57% of the Group’s total operating revenue); and the other businesses combined reported operating revenue of RMB1.0638 million (0.03% of the Group’s total operating revenue). ——Performance of real estate plate is striking, and land reserve bottle neck is relieved temporarily. Subordinated real estate companies of the Group actively adapted to the change of macro policy and micro market, adjusted operation strategy timely, seized the market opportunities quickly, obtained outstanding performance during the reporting period, completed the annual payment collection objective of Golden Collar Holiday Apartment, Qianhai Harbor Garden, Songhua Langyuan, and made great contribution for the Group to maintain abundant currency flow and good asset and debt level as well as to complete annual operation objective. Huangcheng Real Estate Company realized annual operation revenue of about 2.1 billion Yuan, with the net profit as about 0.6 billion Yuan, and revenue and net profit increase in large amount; Phase II project of Xuzhou Company opened quotation at the end of the year, on the opening day, the subscription got good performance immediately. Meanwhile, the Company powerfully expanded land projects through bid invitation, auction and listing, merger and acquisition, etc., the new land reserve of the whole year exceeded 120,000 square meters, all the lands are in Shenzhen, and cumulative land reserve is close to 300,000 square meters. The bottle neck problem of land reserve which has always been restricting the sustainable development of the Company has been relieved initially. ——Property management plate keeps vigorous, and endogenetic expansion is the bright spot. In 2019, ITC Property Management realized an operation revenue of about 0.55 billion Yuan (including Huangcheng Property Management, Dongguan Company, Yangzhou Jingyue Property Management), expanded totally 25 high quality property management projects, including, Jingdong in Chongqing and Chengdu, Giant Interactive Group Inc. in Shanghai, etc., the net management area increased by about 1.48 million square meters, and over-fulfilled the market expansion objective; it registered and established Shenshan Guomao Property Development Guomao Tongle Property Management and other property management subsidiaries, and innovated business development mode of property management; it reached property service intention with VCEP to jointly build the demonstration zone of the “the Belt and Road” initiative, with its market occupancy and brand influence enlarged constantly. The revenue of Huangcheng Property Management is about 60 million Yuan, and its first external expansion project broke through 0 in the year, newly expanded project area of 50,000 square meters, including Bank of Communication Tower, Double Innovation Park in Zhaoqing, etc. The operation revenue of joint venture Yangzhou Jingyue Property Management was about 7 million Yuan, and it 20 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 undertook projects, like 1520 mu of Phase I of Sanwan Scenic Spot of Yangzhou Canal, with the total area as 1.83 million square meters. ——House asset operation plate realized independent operation, which accelerated the cultivation of core competitiveness. Housing Assets Operation and Management Company operated independently, actively explored the development mode of “commercial office + long term rental apartment, with the annual rental more than 60 million Yuan, and especially revitalized the Mayland parking lot, ONE39 Building, Fumin Complex, realized the operation of “Manshili” to the public. It also adapted to the market change and adjusted the operation strategy of long term rental apartment, and rented Xiyu Longyuan Store and Longhua Store out successfully. —— The business of other plates were carried out in order, the effect of diversified operation strategy was striking. The operation revenue of Guomao Catering from January to November was about 25 million Yuan, the revolving restaurant stopped operation for decoration. After decoration, it will take opening up and talks give by Chairman Deng Xiaoping in his inspection to the south as clues, re-pick up the special administrative zone spirit of “being pioneering and going ahead”, fully manifest the historic value of revolving restaurant, and expects to bring new growth for catering business income; revenue of the Supervision Company was about 6 million Yuan; the revenue of SZPRD Jifa Warehouse Co., Ltd. Was about 16 million Yuan, took back the warehouses which were occupied overdue successfully and unconditionally, and will charge venue fee for overdue occupancy by stages; the revenue of Tian’an Company was about 20 million Yuan, and all work carried out smoothly. The second is to focus on increment, and lay solid foundation for the sustainable development of the Group. In 2019, the company started to expand project resources through merger and acquisition, with obvious incremental effect. Guanlan Bangling urban renewal project made great breakthrough within the year as the first industrial and urban integration project of the Group, with a site area of approximately 70,000 square meters and a floor area of more than 600,000 square meters. The purchasing work of TK Property was completed within 9 and a half month, and created the “Shenzhen Speed” of state owned asset system enterprise merger and acquisition. After the purchasing, the asset scale of the Group broke through 1 million Yuan for the first time, and it has realized its nationwide operation and management layout of high end industrial parks with Baoding (Shenzhen) Industrial Park in the north, Alibaba Hangzhou in the east, Shenzhen Bay Industrial Park in the south and JD in the west. Its high end industrial park management area reached nearly 8 million square meters, and ranked into the first formation of domestic high end industrial park management, with its industry position improved obviously. Leasable property area of the Group has increased by 3.5 times to 380,000 square meters, the area of land which can be developed in Shenzhen was about 54,000 square meters, with striking synergism, which lays solid foundation for sustainable development of the Group. TK Property realized an annual revenue of about 0.68 billion Yuan, and became another major growth polar of Group revenue. The third is to practice marketized operation conception, and to establish stimulation and restriction mechanism of multi-level. In 2019, the Group implemented following investment of real estate project, and pioneered in state owned asset system of Shenzhen, which not only opened the new pattern that the Group and employees enjoys the development achievements together, but also became a pilot field for the Group to change operation revenue and implement marketized operation mode, mechanism, means and level, realized the Group’s transformation from pure pursuit of project “profits” to efficiency, effect and profits”, and will further stimulate the employees’ initiative and innovation and improve operation performance; the Group realized remuneration reform with full coverage for the first time, actively explored to promote multi-layer incentive measures, realized to connect remuneration level, and punishment and reward measures with marketization level, which is of great significance for preservation and introduction of core professional personnel and is favorable for driving the high quality stable development of the Group. (III) Land Bank 1. New additions to the land bank 21 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Considerati on of the Planned Floor area How the The Name of land lot or Locati Total land price acquiree’s usage of Site area(㎡) with plot land is Company’s project on (RMB’0,000) interest land ratio (㎡) obtained interest (RMB’0,00 0) Still in the stage of Guanlan Bangling Shenz Comprehen 68,299 433,640 Acquired 69% demolition, land 50,800 project hen sive price unpaid 17,997.5 Yupinluanshan Garden Shenz Office, As per 21,924 78,925 Acquired (acquisition 102,738 project hen residential contract price) 12,256.63 Shenz Baolu project Industrial 32,425 81,640 Acquired 100% (acquisition 102,738 hen price) Note: The last column in the table above shows the considerations of the acquirees’ interests. 2. Cumulative land bank Floor area available for Name of project/area Site area(0,000 ㎡) Floor area(0,000 ㎡) development(0,000 ㎡) Guanlan Bangling project 6.83 62.47 62.47 Yupinluanshan Garden project 2.19 7.89 7.89 Baolu project 3.24 8.16 8.16 Land in Danshui, Huiyang 1.77 6.20 6.20 District, Huizhou City Land in Hongqi Town, Haikou 15.80 - - City Total 29.83 84.72 84.72 Note: The floor areas of the Yupinluanshan Garden project, the Baolu project and the land in Danshui, Huiyang District, Huizhou City are floor areas with plot ratio. (IV) Development status of major projects Floor Cumulat area that Planned ive floor % that complet Estimat Cumulat The Time for floor area that has ed ed total ive Compa commenc % area has City/reg Name of Locatio complet Site area construc investm investm Usage ny’s ement of develop with complet ion project n ed (㎡) tion in ent ent interes constructi ed plot ed construc the (RMB’0 (RMB’0 t on ratio construc tion Current ,000) ,000) (㎡) tion Period (㎡) (㎡) 22 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Golden Collar’s Shenzhe Futian Residen Resort 100% 2014.3 100% 100% 12,598 133,767 182,585 182,585 143,758 86,571 n District tial apartme nts Roof sealed atop the concrete and Banshan steel Tongsha Under Xuzhou Yujing Residen frame, n 100% 2019.3 construc 31,537 22,906 0 0 22,124 10,766 City (Phase tial and District tion II) seconda ry structur e 40% complet ed Pile Fuhui Afforda Under foundati Shenzhe Futian Huayua ble 100% 2018.12 construc on 4,274 32,050 0 0 90,439 57,631 n District n housing tion complet ed (V) Sales status of major projects Pre-sale/ Pre-sale/ sales Floor sales Floor area The Cumulativ revenue area revenue Cit Floor area pre-sold/s Cumulativ Name Comp Floor area e generate settled settled y/r available old in the e settled of Location Usage any’s with plot pre-sold/s in the in the in the egi for sale Current floor area project interes ratio(㎡) old floor Current Current Current on (㎡) Period (㎡) t area (㎡) Period Period Period (㎡) (RMB’0 (㎡) (RMB’0 ,000) ,000) 23 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Intersection SZPR of D-Qia Sh Yueliangwa nhai en n Boulevard Residentia 100.00 33,306.8 Gang 64,625.13 63,448.26 63,448.26 3,383.81 25,437.8 63,336.29 4,629.70 zh and Xinghai l % 6 wan en Boulevard in Garde Nanshan n District Golde Intersection Residentia n of Futian Sh l, studio Collar’ South Road en apartments 100.00 125,234.6 27,102.1 s and Binhe 133,767 34,908.48 34,753.60 276,914 27,102.13 208,550 zh and % 3 3 Resort Road in en commerci apartm Futian al ents District Do ng Songh Residentia gu u Dalang l, 100.00 147,139.9 140,911 140,911 2,519.96 3,686.9 145,443 9,687 10,432 an Langy Town commerci % 6 Cit uan al y 6 Huashan Xu Bansh Road, zh an Tongshan 100.00 ou Yujing District, Villa 54,589 85,651.61 85,651.61 6,321.47 5,213 83,321.27 4,864 3,888 % Cit (Phase Xuzhou y I) City, Jiangsu Province 6 Huashan Xu Bansh Road, Residentia zh an Tongshan l (elevator 100.00 ou Yujing District, 22,906 21,720.72 11,728 11,728 14,199 0 0 0 houses of % Cit (Phase Xuzhou 4-7 floors) y II) City, Jiangsu Province Residentia Ya Intersection l units, ng Hupan of Shouxihu shops, zh Yujing 100.00 Road and apartments 36,141.28 48,870.98 41,478.67 1,618.24 156 41,271.18 2,411.74 1,321.29 ou Phase % Hangou , parking Cit I Road garages y and lots 24 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Residentia Ya Intersection l units, ng Hupan of Shouxihu shops, zh Yujing 100.00 Road and apartments 56,935.75 73,121.96 66,205.83 8,813.37 11,085 63,116.99 8,874.11 9,193.56 ou Phase % Hangou , parking Cit II Road garages y and lots Note: The settled floor area of the Songhu Langyuan project in Dongguan City includes parking lots. (VI) Rental status of major projects Cumulative The Company’s Rentable area Average Name of project Location Usage rented area working interest (㎡) occupancy rate (㎡) Xi Apartments Apartments for Shenzhen 100% 3967 3967 100% (Longyuan) long-term rental Xi Apartments Apartments for Shenzhen 100% 1609 1609 100% (Longhua) long-term rental Xi Apartments Apartments for Shenzhen 100% 1600 1600 100% (Xinhu) long-term rental Food Court in the International Trade Shenzhen Commercial 100% 4423 4080 92% Center Tower A of Wenjindu Jan.-Nov.: 100% Shenzhen Office building 5884 5653 96.2% Port Building Dec.: 75% Haiwai Lianyi Commercial units Jan.-Nov.: 100% Shenzhen 9788 9788 100% Building and offices Dec.: 75% Jan.-Nov.: 100% Anhua Building Shenzhen Offices 1414 1414 100% Dec.: 75% Residential Training Jan.-Nov.: 100% Shenzhen units/offices/com 7682 2796 36.4% Building/Dormitory Dec.: 75% mercial units Jan.-Nov.: 100% Pengfu Building Shenzhen Offices 6494 6494 100% Dec.: 75% Jan.-Nov.: 100% Shenzhen 1701 1701 100% Jinfu Building Commercial Dec.: 75% Shenzhen 100% 568 568 100% Residential/comm Jan.-Nov.: 100% 5787 5787 100% Fuxing Garden Shenzhen ercial Dec.: 75% Commercial 100% 1417 1417 100% 25 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Plant area in Tangxia Dongguan Jan.-Nov.: 100% Plant 21383 21383 100% Town, Dongguan City City Dec.: 75% Pacific Business Commercial Jan.-Nov.: 100% Shenzhen 18134 15703 86.5% Building units/offices Dec.: 75% Commercial Jan.-Nov.: 100% Kangti Building Shenzhen 3157 3157 100% units/offices Dec.: 75% Commercial and Jan.-Nov.: 100% Lyuhua Building Shenzhen 6297 6297 100% residential Dec.: 75% Shops on the ground Jan.-Nov.: 100% floor of Tower 48 in Shenzhen Shops 1000 1000 100% Dec.: 75% Lianhua North Village Jan.-Nov.: 100% Apartments and 2513 2513 100% Haonianhua Building Shenzhen Dec.: 75% commercial units 100% 1619 1619 100% Hostel 2 at Yuxin Jan.-Nov.: 100% Shenzhen Hostel 3176 3176 100% School Dec.: 75% Kaifeng Garden in Shenzhen Residential 100% 1307 1252 95.8% Shangmeilin West Tower of Baihuo Commercial Shenzhen 100% 13632 13632 100% Square units/offices Nanzheng Building Shenzhen Offices 100% 8810 6590 74.8% Building 409 in Sangda Industrial Shenzhen Plant 100% 3309 3309 100% Zone Mianshui Studio Shenzhen Apartments 100% 3440 3440 100% Apartments Xiangfu Building Shenzhen Commercial units 100% 3109 3109 100% (VII) Primary land development □ Applicable √ Not applicable (VIII) Financing channels Unit: RMB’0,000 Financing cost Maturity structure Ending balance of Financing channel range/average financings Within 1 year 1-2 years 2-3 years Over 3 years financing cost Bank loans 219,393.30 4%-6% 93.30 219,300.00 Total 219,393.30 93.30 219,300.00 26 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (IX) Development strategy and operating plan for the coming year Please refer to “IX Prospects” in “Part IV Operating Performance Discussion and Analysis”. (X) Provision of guarantees for homebuyers on bank mortgages √ Applicable □ Not applicable As a usual practice for real estate developers, the Company has been providing guarantees and security deposits for its homebuyers on their bank mortgages. As at 31 December 2019, security deposits for such outstanding guarantees amounted to RMB1,120,910.60, which will be returned upon the expiry of the guarantees, i.e. when the relevant homebuyers paid off their bank mortgages. As a usual practice for real estate developers, the Company and its subsidiaries has been providing guarantees for its homebuyers on their bank mortgages, and the homebuyers use their purchased homes as collateral. As at 31 December 2019, the outstanding guarantee amount was RMB1,812,240,875.59 in total. On the ground that there have been no default by the homebuyers so far and that the market prices of the relevant properties are currently higher than the trading prices, the Company believes the risk associated with such guarantees is low. (XI) Joint investments by directors, supervisors and senior management and the listed company (applicable for such investments where the directors, supervisors and senior management are the investment entities) √ Applicable □ Not applicable Compatibility As % of the of actual Amount of Name of Type of investment % of investment peak of the Cumulativ Disinvest investment investment project entity amount project e income ment amount and (RMB’0,000) funds distributed income Mandatory investment Urban Renewal entities (including 2,647.00 66.18% N/A 0 None N/A of Bangling directors and senior Section at management) Guanlan Street Voluntary investment 1,353.00 33.82% N/A 0 None N/A entities Note: Since this is an ongoing project, the peak of the project funds, cumulative income and disinvestment are unknown. For details, please refer to the relevant announcements disclosed by the Company on www.cninfo.com.cn dated 9 November 2019. II Core Business Analysis 1. Overview See “I Overview” above. 2. Revenue and Cost Analysis (1) Breakdown of Operating Revenue Unit: RMB 27 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 2019 2018 As % of total As % of total Change (%) Operating revenue operating revenue Operating revenue operating revenue (%) (%) Total 3,961,669,942.44 100% 3,376,673,249.90 100% 17.32% By operating division Property 2,740,011,690.51 69.16% 2,282,760,505.89 67.60% 20.03% development Property 1,198,097,114.02 30.24% 1,061,865,341.89 31.45% 12.83% management Catering service 22,497,327.37 0.57% 27,677,194.36 0.82% -18.72% Other 1,063,810.54 0.03% 4,370,207.76 0.13% -75.66% By product category Property 2,740,011,690.51 69.16% 2,282,760,505.89 67.60% 20.03% development Property 1,198,097,114.02 30.24% 1,061,865,341.89 31.45% 12.83% management Catering service 22,497,327.37 0.57% 27,677,194.36 0.82% -18.72% Other 1,063,810.54 0.03% 4,370,207.76 0.13% -75.66% By operating segment Shenzhen 3,712,909,688.00 93.72% 2,286,409,007.08 67.71% 62.39% Dongguan 104,316,939.42 2.63% 252,401,699.77 7.47% -58.67% Other 144,443,315.02 3.65% 837,862,543.05 24.81% -82.76% (2) Operating Division, Product Category or Operating Segment Contributing over 10% of Operating Revenue or Operating Profit √ Applicable □ Not applicable Unit: RMB YoY change in YoY change in Operating Gross profit YoY change in Cost of sales operating revenue gross profit revenue margin cost of sales (%) (%) margin (%) By operating division Property sales 2,740,011,690.51 473,094,327.81 82.73% 20.03% -45.72% 20.91% Property 1,198,097,114.02 938,758,632.94 21.65% 12.83% 15.58% -1.86% management By product category 28 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Property sales 2,740,011,690.51 473,094,327.81 82.73% 20.03% -45.72% 20.91% Property 1,198,097,114.02 938,758,632.94 21.65% 12.83% 15.58% -1.86% management By operating segment Core business data of the prior year restated according to the changed statistical caliber for the Reporting Period: □ Applicable √ Not applicable (3) Whether Revenue from Physical Sales Is Higher than Service Revenue √ Yes □ No Operating division Item Unit 2019 2018 Change (%) Sales volume m2 69,138.45 60,245 14.76% Property Output m2 262,098 262,098 0.00% development Inventory m2 114,628 158,489 -27.67% Any over 30% YoY movements in the data above and why: □ Applicable √ Not applicable (4) Execution Progress of Major Signed Sales Contracts in the Reporting Period □ Applicable √ Not applicable (5) Breakdown of Cost of Sales By operating division Unit: RMB 2019 2018 Operating Item As % of total cost As % of total cost Change (%) division Cost of sales Cost of sales of sales (%) of sales (%) Property 473,094,327.81 33.00% 871,541,406.96 50.96% -45.72% development Property 938,758,632.94 65.48% 812,213,761.80 47.49% 15.58% management Catering service 21,187,618.40 1.48% 24,267,757.21 1.42% -12.69% Other 575,306.29 0.04% 2,267,624.96 0.13% -74.63% Notes: N/A 29 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period √ Yes □ No Four new entities were added to and one entity was excluded from the consolidated financial statements of 2019 compared to 2018. For details, please refer to “VIII Changes to the Scope of the Consolidated Financial Statements” in “Part XII Financial Statements”. (7) Major Changes to the Business Scope or Product or Service Range in the Reporting Period □ Applicable √ Not applicable (8) Major Customers and Suppliers Major customers: Total sales to top five customers (RMB) 138,669,567.95 Total sales to top five customers as % of total sales of the 3.50% Reporting Period (%) Total sales to related parties among top five customers as % 0.77% of total sales of the Reporting Period (%) Information about top five customers: Sales revenue contributed for No. Customer As % of total sales revenue (%) the Reporting Period (RMB) 1 Alibaba (China) Co., Ltd. 40,935,059.58 1.03% Shenzhen Bay Technology Development 2 30,371,848.90 0.77% Co., Ltd. 3 SF Technology Co., Ltd. 27,928,635.64 0.70% 4 Alibaba (China) Technology Co., Ltd. 22,273,082.83 0.56% 5 Natural person 1 17,160,941.00 0.43% Total -- 138,669,567.95 3.50% Other information about major customers: √ Applicable □ Not applicable The Company’s controlling shareholder Shenzhen Investment Holdings Co., Ltd. holds 100% of shares of Shenzhen Bay Technology Development Co., Ltd. which exists related-party relationship with the Company. Major suppliers: Total purchases from top five suppliers (RMB) 341,196,729.00 Total purchases from top five suppliers as % of total purchases of 75.34% the Reporting Period (%) Total purchases from related parties among top five suppliers 0.00% as % of total purchases of the Reporting Period (%) Information about top five suppliers: 30 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Purchase in the Reporting No. Supplier As % of total purchases (%) Period (RMB) The Second Construction Co., Ltd of 1 China Construction Third Engineering 144,810,000.00 31.98% Bureau 2 Jiangsu Hanjian Group 110,750,000.00 24.46% 3 Shenzhen Hongtao Group Co.,Ltd. 30,513,800.00 6.74% Shenzhen Dingsheng Xingye Technology 4 27,985,529.00 6.18% Co., Ltd. 5 Shenzhen Grandland Group Co., Ltd. 27,137,400.00 5.99% Total -- 341,196,729.00 75.34% Other information about major suppliers: □ Applicable √ Not applicable 3. Expense Unit: RMB 2019 2018 Change (%) Reason for any significant change Increases in commissions for sales agents Selling expenses 111,553,952.50 46,501,225.18 139.89% and advertising expenditure Administrative Increase in payments for remuneration and 204,654,552.64 162,378,284.09 26.04% expenses office administrative expense Finance costs 134,718,833.57 -65,830,939.26 -304.64% Increase in long-term borrowings Income tax 262,716,180.91 220,260,863.60 19.28% Increase in realized profits expenses 4. R&D Expense □ Applicable √ Not applicable 5. Cash Flows Unit: RMB Item 2019 2018 Change (%) Subtotal of cash generated from 5,264,435,040.93 3,368,161,064.17 56.30% operating activities Subtotal of cash used in operating 4,324,645,474.97 2,136,443,007.99 102.42% activities 31 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Net cash generated from/used in 939,789,565.96 1,231,718,056.18 -23.70% operating activities Subtotal of cash generated from 357,613.40 80,017,263.11 -99.55% investing activities Subtotal of cash used in investing 1,031,698,003.98 125,212,463.57 723.96% activities Net cash generated from/used in -1,031,340,390.58 -45,195,200.46 2,181.97% investing activities Subtotal of cash generated from 2,236,220,000.00 3,450,000.00 64,717.97% financing activities Subtotal of cash used in financing 2,740,366,078.11 198,234,654.66 1,282.38% activities Net cash generated from/used in -504,146,078.11 -194,784,654.66 158.82% financing activities Net increase in cash and cash -595,682,024.42 991,743,577.15 -160.06% equivalents Explanation of why any of the data above varies significantly: √ Applicable □ Not applicable Cash generated and net cash flows from operating activities increased from last year, primarily driven by the increase in expenses for project development in the Reporting Period. ② Cash used and net cash flows from investing activities increased from last year, primarily driven by the increase of payments for investment in the Reporting Period. ③ Cash used and net cash flows from financing activities increased from last year, primarily driven by the increase of interest expense. ④ Net increase in cash and cash equivalents decreased from last year, primarily driven by the increase in project development expense, investment expense and income expense in the Reporting Period. Reason for any big difference between the net operating cash flow and the net profit for this Reporting Period √ Applicable □ Not applicable For the Reporting Period, the net cash flows from operating activities stood at RMB939,789,565.96, representing a big difference with the net income of RMB742,130,050.54, which was mainly because of the increase in interest expense of the Company and the time difference between related taxes provisions and actual payment. III Analysis of Non-Core Businesses √ Applicable □ Not applicable Unit: RMB As % of total Amount Source/Reason Exceptional or recurrent profit Investment 5,076,839.48 0.51% Investment income of main joint ventures Recurrent income 32 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Asset -1,234,250.84 -0.12% Bad debt provision for inventories Exceptional impairments Non-operating Related accounts that the Company cannot 23,732,348.28 2.36% Exceptional income pay Non-operating Paying legal cost, overdue fine and 4,793,503.85 0.48% Exceptional expense compensation for removing tenants Credit -18,701,016.31 -1.86% Bad debt provision for accounts receivable Exceptional impairments IV Analysis of Assets and Liabilities 1. Significant Changes in Asset Composition Unit: RMB 31 December 2019 31 December 2018 Change in Reason for any significant As % of total As % of total percentage Amount Amount change assets assets (%) Payment for equity transfer Monetary assets 3,297,890,935.91 30.61% 3,907,602,032.67 55.64% -25.03% with large amount Increase in property Accounts management subsidiary’s 216,923,663.25 2.01% 155,898,006.77 2.22% -0.21% receivable accounts receivable from house owners Incorporation of Rongyao Real Estate and increase in Inventories 4,913,510,876.66 45.61% 1,396,154,603.04 19.88% 25.73% subsequent development expense Stripping assets and Investment 503,323,428.61 4.67% 639,167,209.48 9.10% -4.43% withdrawing depreciation property by TK Property Increase in investment Long-term equity 45,076,122.72 0.42% 39,999,283.24 0.57% -0.15% income under equity investments method Stripping assets and Fixed assets 93,557,782.83 0.87% 102,516,975.36 1.46% -0.59% withdrawing depreciation by TK Property Long-term New borrowings in the 2,193,833,000.00 20.37% 1,000,000.00 0.01% 20.36% borrowings Reporting Period Intercourse funds with Other receivables 917,981,165.74 8.52% 80,037,483.65 1.14% 7.38% shareholders of Rongyao 33 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Real Estate before acquisition Increase in deductible Deferred income 658,153,122.73 6.11% 520,832,796.49 7.42% -1.31% losses and withdrawal of tax assets unpaid VAT of land Other non-current The prepaid equity transfer 4,711,963.66 0.04% 109,851,318.29 1.56% -1.52% assets money has been defrayed Increase in construction Accounts payable 577,689,139.10 5.36% 435,350,850.19 6.20% -0.84% funds of real estate projects Increase in presale funds Advances from 728,186,032.63 6.76% 278,045,801.46 3.96% 2.80% received from real estate customers projects Increase in investments of Other non-current 108,164,737.46 1.00% 64,627,587.61 0.92% 0.08% Bangling Project by liabilities employees 2. Assets and Liabilities at Fair Value √ Applicable □ Not applicable Unit: RMB Gain/loss on Impairmen fair-value t Purchased Cumulative Sold in the Other Beginning changes in allowance in the Ending Item fair-value changes Reporting change amount the for the Reporting amount charged to equity Period s Reporting Reporting Period Period Period Financial assets 4. Investments in other 10,362 3,621,381.11 -2,051,268.24 1,580,475.86 equity instruments .99 Subtotal of financial 10,362 3,621,381.11 -2,051,268.24 1,580,475.86 assets .99 10,362 Total of the above 3,621,381.11 -2,051,268.24 1,580,475.86 .99 Financial liabilities 0.00 0.00 0.00 Other changes are impacts of exchange rate fluctuation. Significant changes to the measurement attributes of the major assets in the Reporting Period: □ Yes √ No 34 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 3. Restricted Asset Rights as at the Period-End ① Shenzhen Huazhengpeng Property Management Development Co., Ltd., the subordinate of the Company’s subsidiary Shenzhen Toukong Property Management Co., Ltd., held a sum of restricted assets of RMB11,018.00 in the frozen account; Shenzhen Taixinli Real Estate Management Co.,Ltd., the subordinate of Shenzhen Toukong Property Management Co., Ltd., held a sum of restricted assets of RMB7,063,237.32 in the frozen account. For details about relevant lawsuits, please refer to Part V-XII Major Legal Matters. ② Shenzhen Shenlv Park Technology Industrial Co.,Ltd., the subordinate of the Company’s subsidiary Shenzhen Toukong Property Management Co., Ltd., held the performance guarantee bonds of RMB49,020.00 which was the performance guarantee for the agreement with the number of 20190531SLYL signed between the Company and Shenzhen Administrative Office of Greening on 31 May 2019. ③ As a real estate developer, the Company provided purchasers of commercial residential building with mortgage guarantee and paid cash deposits of loans according to the operation convention in real estate industry. As of 31 December 2019, the balance of cash deposits not releasing guarantee was of RMB1,120,910.60, and the guarantee will be released when mortgage is paid off. ④ There was RMB4,301,516.52 of interest from the fixed time deposits which was undue and withdrawn at the period-end among the Company’s monetary assets. V Investments Made 1. Total Investment Amount □ Applicable √ Not applicable 2. Major Equity Investments Made in the Reporting Period √ Applicable □ Not applicable Unit: RMB Invo Profits or lvin Invest Sharehol Capit Inve Progress Estim losses of g in Disclosu Main ment Investment ding al stme Type of as of the ated investment Disclosure index Investee Partner laws re date business metho amount percentag resou nt products balance incom in the (if any) uit (if any) d e rces term sheet date e Reporting or Period not Announcement Shenzhen Shenzhen on Acquisition Xinhai Rongyao of Equity Rongyao Develop Real Lon Ownership 11 Interests in Real Acquis 508,000,000 Self-o Real ment of -168,106,5 Estate 69.00% g-ter transfer of 0.00 No February Target Company estate ition .00 wned Estate real 08.82 Developm m equity 2019 and Providing Developm estate ent Co., Guarantee for it ent Co., Ltd. (No.: 2019-2) on Ltd. Cninfo 35 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Announcement on Acquisition Property of 100% of manage Equity Interests Shenzhen ment, in Shenzhen Toukong Shenzhen Property Lon house Ownership 21 Toukong Property Acquis 1,027,382,5 Self-o Investmen 112,965,25 manage 100.00% g-ter rent and transfer of 0.00 No Septemb Property Managem ition 13.56 wned t Holdings 1.79 ment m real equity er 2019 Management ent Co., Co., Ltd. estate Co., Ltd. and Ltd. develop Related-party ment Transactions (No.: 2019-33) on Cninfo -55,141,25 1,535,382,5 Total -- -- -- -- -- -- -- -- 0.00 7.03 -- -- -- 13.56 3. Major Non-Equity Investments Ongoing in the Reporting Period □ Applicable √ Not applicable 4. Financial Investments (1) Securities Investments √ Applicable □ Not applicable Unit: RMB Gain/Lo Accumu ss on Source Initial Account lated fair Purchas Gain/los Variety Beginni fair Sold in of Code of Name of ing value ed in s in Ending Account investm measure ng value Reporti of changes Reporti Reporti carrying investm security security carrying changes ng ment in ng ng value ing title security ent cost method value Reporti charged Period ent Period Period to ng funds equity Period Investm Obtaine Gintian ents in d in Domesti Fair 400016, A, 3,565,8 3,621,3 -205,12 10,362. 1,580,4 other Gintian’ c/Foreig value 0.00 0.00 0.00 420016 Gintian 56.06 81.11 68.24 99 75.86 equity s debt n stock method B instrum restructu ents ring 3,565,8 3,621,3 -205,12 10,362. 1,580,4 Total -- 0.00 0.00 0.00 -- -- 56.06 81.11 68.24 99 75.86 36 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Disclosure date of announcement on Board’s consent for securities investment Disclosure date of announcement on shareholders’ meeting’s consent for securities investment (if any) (2) Investments in Derivative Financial Instruments □ Applicable √ Not applicable No such cases in the Reporting Period. 5. Use of Funds Raised □ Applicable √ Not applicable No such cases in the Reporting Period. VI Sale of Major Assets and Equity Interests 1. Sale of Major Assets □ Applicable √ Not applicable No such cases in the Reporting Period. 2. Sale of Major Equity Interests □ Applicable √ Not applicable VII Major Subsidiaries √ Applicable □ Not applicable Major fully/majority-owned subsidiaries and those minority-owned subsidiaries with an over 10% effect on the Company’s net profit: Unit: RMB Relationsh Principal Registered Operating Name ip with the Total assets Net assets Operating profit Net profit activity capital revenue Company 37 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shenzhen Developm Huangcheng ent and Subsidiary 30000000 3,051,184,643.99 755,935,507.32 2,088,366,016.40 790,032,903.22 593,756,497.76 Real Estate sales of Co., Ltd. real estate Shenzhen Toukong Property Property Subsidiary manageme 30000000 1,012,030,800.62 319,156,030.36 677,228,822.59 130,913,158.78 114,059,286.52 Managemen nt t Co., Ltd. Shenzhen Developm Rongyao ent and Real Estate Subsidiary 10000000 4,154,532,177.09 343,495,206.60 0.00 -284,126,674.33 -243,632,621.48 sales of Developmen real estate t Co., Ltd. Subsidiaries obtained or disposed in the Reporting Period: √ Applicable □ Not applicable How subsidiary was obtained or Effects on overall operations and operating Subsidiary disposed in the Reporting Period performance Shenzhen Rongyao Real Estate Development Co., Business combination not under the Income was of RMB0, and the net profit Ltd. same control was of RMB-244 million Shenzhen Toukong Property Management Co., Business combination under the Income was of RMB677 million, and the Ltd. same control net profit was of RMB114 million Shenzhen Shenshan Special Cooperation Zone Income was of RMB34,000, and the net Newly established Guomao Property Development Co., Ltd. profit was of RMB-1.9922 million Shenzhen Guomao Tongle Property Management Newly established Both income and net profit are of RMB0 Co., Ltd. VIII Structured Bodies Controlled by the Company √ Applicable □ Not applicable For details, see IX 1. Equity interests in subsidiaries in Part XII Financial Report herein. IX Prospects (I) Development Environment Analysis Refer to "(I) Review of industry development during the reporting period" in "Part IV: Operating Performance Discussion and Analysis" (II) The Company’s Future Development Strategy As the traditional real estate market’s development declines on the whole, various industrial resources have been continuously occupied by the large-scale brand houses, which has threatened the survival and development of medium and small-sized property companies. “Large-scale Enterprises Taking All Advantages” has become normal in the industry, and the positioning of “Houses are 38 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 for living in, not for speculating on” has already been established. In this case, Shenzhen Properties & Resources Development (Group)Ltd. specialized in the traditional real estate will be confronted with the extremely severe industrial situation. In order to implement the overall strategic layout formulated by Land and Resources Bureau of Shenzhen Municipality, the Company has made great effort to seek effective breakthroughs, thoroughly connected with the system of Land and Resources Bureau, kept abreast of the major strategic orientation featuring gradient of layers and multiple industrial parks in one district and combined fund control, and learned from the leading enterprises in the benchmarking industry. The Company put forward the development vision of “Becoming Top 1 Intelligent Technology Industrial Park Full Eco-chain Integrated Operator in China and even Leading the World”. Through following the overwhelming trend of the real estate market from the age of increments to the age of stocks and seizing the golden opportunity posed by the transformation of the social major contradiction, the Company has attached great importance to the key points of stock assets’ value management and industrial and ecological operation services, propelled the high-quality development based on new development ideas and satisfied people’s longings for better life. In this context, the Company put forward the “12345” overall development idea of “1 Vision + 2 Major Sectors + 3 Driving Factors + 4 Businesses + 5 Value-added Services”. In other words, the Company will take effective measures with the focus on “Hi-tech Industrial Park” and “Resident Community”, and relying on the driving innovation power, the leverage of capital and the platform linkage mechanism as the inexhaustible motive force for development, pay special attention to develop four major businesses through expanding the main business and making breakthroughs including the urban space development, the industrial ecological operation, property management services, and high-end value-added services. Meanwhile, the Company will realize the rapid deployment and integration of five major value-added services. The Company will moderately deploy the high-quality heavy-asset operating properties, and the highly market-operated light-assets operating properties, and simultaneously carry out the heavy-assets operation and the light-assets operation with the priority given to the light-assets operation, highlighting the asset value management capability, the industrial ecological operational capability and the channel resources platform integration capability; the Company will also strengthen the driving role played by the strategic objective, establish the humanistic thought, broaden the horizon of human resources allocation, build and improve the mechanism and proportion of all employees to share various development results, and strive to shape a beautiful life scene. In 2025, the Company will make its four business segments advance side by side, complement each other, realize the coordinated development, catch up with and surpass the world’s advanced level. With strong comprehensive strength and unique brand advantages, it will become Top 1 Intelligent Technology Industrial Park Full Eco-chain Integrated Operator in China and even Leading the World, and further promote the core competitiveness of Shenzhen. (III) Major Works and Tasks for 2020 In 2020, the guiding ideology of the Group is: being guided by Xi Jinping's thought on Socialism with Chinese Characteristics for a New Era, comprehensively implemented the spirit of the 19th CPC National Congress, the spirit of the 2nd, 3rd and 4th plenary sessions of the 19th CPC Central Committee and the spirit of the Central Economic Working Conference, actively devoting to Shenzhen for the construction of Pilot Demonstration Area of Socialism with Chinese Characteristics, promoting the great practice of the construction of GBA, overall implementing series decision and deployment of municipal SASAC, adhering to being oriented by problems, development and solid work, properly seizing the major historical opportunities of big reform and big integration of state owned assets and state owned enterprises in Shenzhen, keeping steady, seeking progress in stability, and doing things well with concentration and devotion, keeping on fighting the three battles of “project development, capital operation and sales payment collection”, making efforts in “revitalization, digestion, turnover, effect”; following the Group to promote merger process based on scale and resources, timely initiating coordination of strategic principles, organizing framework optimization, integrating business line, reconstructing control process, integrating enterprise culture, etc, and other integral reform, and forming institution, process, system and information advantages at new level; strengthening technological innovation carrier construction and capability construction, enhancing the Group products and service development ability, being oriented by the market, taking customers as the center, benchmarking the world class, and building operation and management mode of high end intelligent technological park; giving full play to the platform advantages of listed companies, actively carrying out market value management, and building the 39 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 listed company image of being active, positive and responsible; implementing elite talent program, cultivating and introducing to accelerate the backbone talents and core talents cultivation process, forming backbone talents foundation for leaping development and transformation development of the Group as soon as possible; continuing reinforcing Party guidance work of the Group, implementing the Party Committee to control the direction and the major situation overall to ensure execution and positioning, promoting the construction of a honest and clean Party solidly, consolidating the clean and righteous work and entrepreneurship atmosphere, practically changing the political advantages into core competitiveness of the Group Company and high quality development efficiency, striving for completing various objectives and tasks of 2020 thoroughly with solid belief, noble mission awareness, strong responsibility and high fighting posture, and laying solid foundation for the blueprint of “the 14th Five-Year Plan” of the Group Company. The specific is as following: Firstly, the Company shall seize the opportunity and take the initiative to occupy three heavily-fortified positions, continuously reinforce its development potentials and firmly promote the group’s high-quality development. Strictly adhering to the functional orientation of establishing the main Company and the platform Company, the Company will accordingly take the initiative to occupy three heavily-fortified positions in relation Sales Outstanding, Project Development and Capital Operation, and flexibly apply various marketing methods to guarantee the full completion of the annual sales target. The Group will ensure to realize the collection objective of RMB2.5 billion of sales payment in 2020, to obtain 200,000 square meters of industrial park type land and 200,000 square meters of residential land reserve successfully by marketized means, and to actively explore multiple financing channels to raise funds for project development and construction. By occupying three heavily-fortified positions, the Company’s development potentials will be further enhanced. In addition, the Company will continuously optimize its business development structure, improve its business development quality, strive to realize the high-quality foundation, operation level and development potentials, and firmly drive the Company’s high-quality growth. Secondly, the Company will spare no effort to guarantee the fulfillment of annual business target. Based on the comprehensive budget, the Company will effectively implement the budget plan, figure out various in-depth potential factors and formulate the operating budget for the year 2020 in a scientific and reasonable way, complete various budget objectives, carry out strict assessment work and properly implement the supervision and inspection. Various branches not involved in the real estate are required to increase the income and reduce the expenditure, save the cost and improve the efficiency, contributing to the increase of operating profits of the group. Constantly strengthen coordination and control for general project objective, node objective, progress time table, and investment plan, with the key on fine decoration of Tower A and C of SZPRD-Golden Collar’s Resort, construction commencement of Phase I and II of Guanlan Bangling, making efforts to complete project setting of Fuyuan Industry Park, land replacement for Baolu, the ceiling of Phase II of Fuchang, and promoting the construction of Phase II of Xuzhou and Yupin Luanshan. Thirdly, the Company shall stick to the development strategy of externally expanding its property management business, realize its large-scale expansion, enhance its core competitiveness and expand the brand influence. By continuously learning from the leading enterprise within the bench-marking industry, the Company will seek ways for expanding its property management business to the overseas market, and facilitate the Company to transform from the supplier of traditional property management services to the supplier of internationalized and modernized comprehensive social services. Regarding high-end high-tech industrial parks, cultural tourism, municipal engineering and medium and high-end residence communities as key points, the Company will realize its large-scale expansion by means of merges and acquisitions and the establishment of industrial acquisition fund, emphasize the improvement of various competitive advantages in the field of industrial parks, continuously improve the service innovation ability, form the unique brand influence and core competitiveness, enhance the introduction and training of core property management cadres and talents, and establish the talent base for its rapid expansion. In this year, the Company shall try its best to make the expanded property management area through M&A no less than 10 million square meters and the self-developed area no less than 1 million square meters. Fourthly, the Company will insist on the comprehensive deepening of the reform, further optimize the system, define the power-responsibility system, firmly implement the system and strengthen the development momentum. The Company must respect the laws of the market, optimize the rational allocation of resources, and effectively establish a mechanism for sharing 40 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 benefits. Meanwhile, it is required to strengthen the market-oriented management in the business areas of group real estate, property management, and long-term rental apartments etc., improve the decision-making efficiency and level, rationally allocate resources according to the rules of market value, provide all necessary support, and ensure the unification of “efficiency, benefits and effects”. At the same time, the Company will further set up multi-layered incentive and restraint systems based on completing the Group’s internal remuneration reform, and the real estate project investment system, fully introduce the incremental sharing mechanism, strengthen the assessment, lay the common material benefits foundation for all members’ fulfillment of core values such as Concentric Effort, Co-creation and Sharing, and guarantee the long-term, stable and sustainable development of the Group. In the fifth step, the Company shall focus on the new mission for its development, continuously strengthen its basic management ability, and help the Group become the first-class enterprise in this industry. The first is to accelerate the informationization process of the Group, and pull the comprehensive system construction of OA integration of the whole Group, online operation of internal bid invitation and purchase of the Group and financial EAS; the second is to adapt to the new situation, properly optimizes control framework and process design of the Group, and complete the responsibility and right division system of the Group with subordinated enterprises; the third is to complete brand construction of the Group and re-sorting work of enterprise culture, and form the brand strategy and culture recognition of upper to lower consistency and plate synergy; the forth is to steadily promote standardization construction of product and service of the Group, establish R&D center of the Group and reserve fund system of R&D, construct scientific and technological system of the Group, and gradually enhance scientific and technological innovation ability of the Group and improve the contribution of scientific and technological innovation in development of the Group; the fifth is set up special organization of urban renewal at Group level to be specially in charge of early stage work of urban renewal, study activation and development solution of stock land and house property, and ownership confirmation of land and house property. The sixth is to further complete the governing of listed company and strengthen the construction of board of directors and supervisory committee. Start and complete the amendment work of articles of association of the Group, overall implement and imbed the latest supervision requirements of state owned assets, specify the operation mode of “blank belt” of supervision and authorization, make the board of directors more practical and stronger and enlarge the authorization of operation team, and practically improve the supervisors’ ability to perform duties and communication and coordination with board of supervisors before major decision making practically. The seventh is to be guided by the Party, and to fully exert the leading function of the Party organization”. The Group will thoroughly promote the front square construction of International Trade Center Building and exhibition hall of reform and opening up on the 42th floor, and open the revolving restaurant on the 49th floor, completely manifest the profound history of the Group, rebuild the Group brand quality image of “going ahead and reforming”. The Group will practically strengthen to integrate the Party guidance with business, cultivate healthy work style and morality, grow positive energy, foster innovative atmosphere, create new pattern of operation and development, and effectively exert the Party Committee of the enterprise’s role in controlling directions, grasping the overall situation and ensuring implementation. The Group will promote the construction of a clean and honest Party, enhance the construction of anti-corruption management system, give full play to the sharp weapon function of discipline construction in treating both principal and secondary problems, complete brand construction of the Group overall and re-sorting work of enterprise culture, and form the brand strategy and culture recognition of upper to lower consistency and plate synergism. The eighth is to enhance risk control and stick to safe production bottom line firmly. The Group will strictly implement the deployment of safe production of top units, constantly promote standardization of safe production and the construction of “double prevention mechanism, carry out list management for risk of key fields and important links, and strive for improving the ability of “accident prevention” and “emergency handling”. The Group will constantly follow up litigation cases, contract review, risk removal and other work, strengthen follow-up and implementation of major risk momentum. The Group will enhance supervision for petition letter and visits, and stability maintenance and investigation on hidden problems, and reinforce to handle left historical problems, solve petition letter and visits problems appropriately, and make sure that no safe production accident happens in the whole year, and make the situation stable and controllable. (IV) Analysis of the Company’s Possible Risks 41 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 1. Market-related Risks Affected by factors such as Sino-US trade friction, financial de-leveraging and industrial upgrading and transformation, in 2019, China’s economy suffered increasing downturn pressure, which may cause a decline in the effective demand and exert adverse influence on the Company’s continuing operation. At present, the real estate market has reached its later period of adjustment and control. In despite of a downturn, under the guide of the policy “Houses are for living in, not for speculating on”, the adjustment made to the real estate market is still strictly controlled. From the perspective of demand, the real estate sales still declined in 2019; from the perspective of supply, the real estate financing from various channels was relatively difficult and the sales payment returned continuously dropped. It is estimated that the pressure on the fund end would continue to increase. The Company has made great effort to probe deeply into various opportunities and challenges posed by the macro-economic trend and policies, positively realize a strategic breakthrough and put forward the development vision of “China’s First Smart Technology Park Ecological Chain Comprehensive Operator Toping the World” in order to follow the significant trend of the real estate market evolving from the age of increment to the age of stock and firmly hang on to the core link of stock assets value management and industrial ecological operation service. In addition, while strengthening the traditional mainstream business, the Company will also expand its property business and accelerate the layout of house renting business as well as implement diversified development strategy so as to gain various opportunities for its future sustainable development. 2. Land Reserve Risk As a matter of fact, the Company still lacks enough land reserves and development power at later stages. In recent years, the supply of residential land on Shenzhen Market has continuously declined. As the price of each single plot increases year after year, various large-scale real estate enterprises have enlarged their market shares and accelerated their M&A pace. While the real estate industry is centralizing, the degree of centralization of the land reserve scale has also been enhanced. As the external environment and the industry’s trend become much more complicated and severe, the increment market scale will further shrink and the market competition will become increasingly fierce. Impacted by various factors including the refined regulatory policies, the fiercer industrial competition and insufficient resources, the Company will deepen its internal reform, reinforce the market management and make special effort to improve the business development mode and internal management measures. External cooperation in various forms will also be developed in line with corresponding urban renewal policies and the city’s development planning. Except for the land bid, auction and listing, diversified land purchase policies obtained by means of cooperation, acquisition and strategic operation will be applied to obtain various lands. 3. Financing Risk In 2019, a new round of real estate financing was tightened and various measures were taken to reorganize the real estate trust financing. Currently, various means of financing have been under strict supervision, including the bank loan, trust, bond and private equity etc. Various real estate financing policies have become unprecedentedly stringent. In the process of actively increasing land reserves and accelerating the business development, the Company needs to invest a large amount of funds for land acquisition and project development. In addition to its own funds, the Company’s project development funds need to be externally financed through bank loans and issuing securities. If the country’s macroeconomic situation, credit policy and capital market undergo ultra-expected major changes or adjustments, it may lead to restrictions on the Company’s financing or the Company’s financing costs, which will adversely affect the Company’s production and operation. Currently, the Company has steady financial situation, sufficient cash flow and good credit condition, and will further strictly control financial risks, actively explore various financing channels so as to raise funds for project development in the future. The above business plan and business objectives do not represent the listed Company’s profit forecast for 2020. Whether it can be achieved depends on various factors including changes in market conditions and the effort made by the management team. Investors must pay special attention to that because there exists huge uncertainty. 42 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 X Communications with the Investment Community such as Researches, Inquiries and Interviews 1. During the Reporting Period √ Applicable □ Not applicable Type of communication Date Way of communication Index to main information communicated party Inquired of stock prices and business 22 February 2019 By phone Individual development of the Company Inquired of stock prices of the Company and 27 February 2019 By phone Individual Bangling Project and Qianhai Project Inquired of the acquisition progress of TK 5 March 2019 By phone Individual Property 8 March 2019 By phone Individual Inquired of project progress of the Company Inquired of stock prices and business 14 March 2019 By phone Individual development of the Company Inquired of the acquisition progress of TK 25 March 2019 By phone Individual Property Easy Interaction Platform of 4 April 2019 Individual Inquired of land reserve of the Company Shenzhen Stock Exchange Inquired of performance and stock prices of 17 April 2019 By phone Individual the Company Easy Interaction Platform of 18 April 2019 Individual Inquired of Golden Collar’s Resort Project Shenzhen Stock Exchange 29 April 2019 By phone Individual Inquired of stock prices of the Company Easy Interaction Platform of Inquired of progress of Shouxihu Sci-Tech 9 May 2019 Individual Shenzhen Stock Exchange Innovative Ecological Park Inquired of progress of the Special Pilot Area Easy Interaction Platform of 9 May 2019 Individual of Shenzhen-Bama Health Cooperation Shenzhen Stock Exchange Project Easy Interaction Platform of Inquired of the Company’s market value 9 May 2019 Individual Shenzhen Stock Exchange management Easy Interaction Platform of Inquired of progress of Golden Collar’s 17 June 2019 Individual Shenzhen Stock Exchange Resort Project Easy Interaction Platform of Inquired of sales of Golden Collar’s Resort 23 June 2019 Individual Shenzhen Stock Exchange Project Inquired of the annual report and project 27 June 2019 By phone Individual construction of the Company 43 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Easy Interaction Platform of Inquired of disclosure of the Company’s 2 July 2019 Individual Shenzhen Stock Exchange interim report Easy Interaction Platform of Inquired of business development of the 6 July 2019 Individual Shenzhen Stock Exchange Company Easy Interaction Platform of Inquired of property management of Golden 8 July 2019 Individual Shenzhen Stock Exchange Collar Project Easy Interaction Platform of Inquired of the Company’s performance in 8 July 2019 Individual Shenzhen Stock Exchange the first half of the year Inquired of business progress of the 9 July 2019 By phone Individual Company Easy Interaction Platform of Inquired of Golden Collar Project’s property 9 July 2019 Individual Shenzhen Stock Exchange market value Easy Interaction Platform of 11 July 2019 Individual Inquired of Golden Collar Project Shenzhen Stock Exchange Easy Interaction Platform of Inquired of commercial buildings selling of 11 July 2019 Individual Shenzhen Stock Exchange the Company Easy Interaction Platform of 13 July 2019 Individual Inquired of Fuchang II Project Shenzhen Stock Exchange Inquired of project construction progress and 15 July 2019 By phone Individual financial condition of the Company Easy Interaction Platform of Inquired of commercial buildings selling of 17 July 2019 Individual Shenzhen Stock Exchange the Company Easy Interaction Platform of Inquired of the desterilization of restricted 19 July 2019 Individual Shenzhen Stock Exchange shares Easy Interaction Platform of Inquired of number of the Company’s 23 August 2019 Individual Shenzhen Stock Exchange shareholders Easy Interaction Platform of 11 September 2019 Individual Inquired of shareholders of the Company Shenzhen Stock Exchange Inquired of B-shares repurchase by the 12 September 2019 By phone Individual Company and acquisition of TK Property Easy Interaction Platform of 19 September 2019 Individual Inquired of shareholders of the Company Shenzhen Stock Exchange Easy Interaction Platform of Inquired of the Company’s internal control 9 October 2019 Individual Shenzhen Stock Exchange system Inquired of the reasons for falling stock 13 November 2019 By phone Individual prices of the Company Easy Interaction Platform of Inquired of number of the Company’s 13 November 2019 Individual Shenzhen Stock Exchange shareholders 44 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Inquired of the reasons for falling stock 14 November 2019 By phone Individual prices of the Company Easy Interaction Platform of Inquired of the acquisition progress of TK 21 November 2019 Individual Shenzhen Stock Exchange Property Easy Interaction Platform of 6 December 2019 Individual Inquired of the Company’s property assets Shenzhen Stock Exchange Inquired of the reasons for share transfer to 16 December 2019 By phone Individual China Orient Asset Management Co., Ltd. by Shenzhen Investment Holdings Co., Ltd. Inquired of the reasons for falling stock 20 December 2019 By phone Individual prices of the Company Inquired of performance and project 24 December 2019 By phone Individual construction of the Company Times of communications 41 Number of institutions communicated with 0 Number of individuals communicated with 41 Number of other communication parties 0 Tip-offs or leakages of substantial supposedly-confidential information during None communications 45 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Part V Significant Events I Profit Distributions to Ordinary Shareholders (in the Form of Cash and/or Stock) How the profit distribution policy, especially the cash dividend policy, for ordinary shareholders was formulated, executed or revised in the Reporting Period: □ Applicable √ Not applicable The profit distributions to ordinary shareholders, either in the form of cash or stock, in the past three years (including the Reporting Period) are summarized as follows: Year Profit distributions (in the form of cash or stock) 2019 A cash dividend of RMB3.60 (tax included) per 10 shares and no share capital increase from capital reserve 2018 A cash dividend of RMB3.00 (tax included) per 10 shares and no share capital increase from capital reserve 2017 A cash dividend of RMB3.00 (tax included) per 10 shares and no share capital increase from capital reserve Cash dividend for ordinary shareholders in the past three years (including the Reporting Period): Unit: RMB Net profit attributable to ordinary Total cash Cash shareholders Cash dividends dividends A as % of B in other forms C as % of B D as % of B Year dividends (tax of the listed (including (%) (such as share (%) (%) inclusive) (A) company in repurchase) (C) those in other consolidated forms) (D) statements for the year (B) 2019 214,552,473.12 817,805,780.12 26.24% 214,552,473.12 26.24% 2018 178,793,727.60 698,050,728.96 25.61% 178,793,727.60 25.61% 2017 178,793,727.60 663,742,776.33 26.94% 178,793,727.60 26.94% Indicate by tick mark whether the Company fails to put forward a cash dividend proposal for the ordinary shareholders despite the facts that the Company has made profits in the Reporting Period and the profits of the Company as the parent distributable to the ordinary shareholders are positive. □ Applicable √ Not applicable II Final Dividend Plan for the Reporting Period √ Applicable □ Not applicable 46 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Bonus shares for every 10 shares (share) 0 Dividend for every 10 shares (RMB) (tax inclusive) 3.60 Additional shares to be converted from capital 0 reserve for every 10 shares (share) Total shares as the basis for the profit distribution 595,979,092.00 proposal (share) Cash dividends (RMB) (tax inclusive) 214,552,473.12 Cash dividends in other forms (such as share 0.00 repurchase) (RMB) Total cash dividends (including those in other 214,552,473.12 forms) (RMB) Distributable profit (RMB) 1,677,296,289.46 Total cash dividends (including those in other 100% forms) as % of total profit distribution 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 proposal for profit distribution and converting 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 proposal of the Company for 2019 annual profit distribution is as follows: Based on the total 595,979,092 shares of the Company as at 31 December 2019, a cash dividend of RMB3.60 (tax included) will be distributed to all its shareholders for every 10 shares they hold, with the total cash dividends to be distributed amounting to RMB214,552,473.12. And the retained profits will be carried over for distribution in the future. No capital reserves will be turned into share capital for 2019. III Fulfillment of Commitments 1. Commitments of the Company’s Actual Controller, Shareholders, Related Parties and Acquirers, as well as the Company Itself and other Entities Fulfilled in the Reporting Period or Ongoing at the Period-end √ Applicable □ Not applicable Date of Term of Type of Commitment Promisor Details of commitment commitme commitme Fulfillment commitment nt making nt 47 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Wholly-owned subsidiary Shenzhen Expander and subsidiary holding SPG of Shenzhen Investment Holdings Commitments on deal with real estate operation and Shenzhen horizontal commercial house sales, which belong 6 Investment competition, Three Normal Commitments to the same industry of the Listed September Holdings Co., related-party years performance made in Company, and has horizontal 2018 Ltd. transactions and acquisition competition with the Listed Company. capital occupation documents or To avoid horizontal competition, shareholding Shenzhen Investment Holdings make alteration the following commitments1. documents Commitments on Shenzhen horizontal To reduce and standardize related 6 Investment competition, transactions with the Listed Company, Normal September Long-term Holdings Co., related-party Shenzhen Investment Holdings makes performance 2018 Ltd. transactions and the following commitments . 2 capital occupation Shenzhen Investment Holdings sighed Other Shenzhen Performance equity transfer contract on 100% commitments 23 Investment commitment and equity transfer of TK Property with Three Normal made to September Holdings Co., compensation the Company, and the contract years performance minority 2019 Ltd. arrangement stipulated relevant commitments on shareholders performance3. Fulfilled on time Yes Note 1: Wholly-owned subsidiary Shenzhen Expander and subsidiary holding SPG of Shenzhen Investment Holdings deal with real estate operation and commercial house sales, which belong to the same industry of the Listed Company, and has horizontal competition with the Listed Company. To avoid horizontal competition, Shenzhen Investment Holdings make the following commitments: 1. On the horizontal competition solution of Shenzhen Expander: as the holding shareholder of the Listed Company, during the listing period at Shenzhen Stock Exchange of the Listed Company, as for the current business of Shenzhen Expander which has horizontal competition with the Listed Company, within the scope permitted by law and regulation, within 12 months from the equity of SZPRD being transferred to Shenzhen Investment Holdings, Shenzhen Investment Holdings will start the solution with practical operability among below horizontal competition solution timely and complete implementation of the solution within 3 years from the date that the equity of SZPRD is transferred to Shenzhen Investment Holdings to solve current horizontal competition problems: (1) Shenzhen Expander signs asset custody agreement with the Listed Company, entrusts the assets which has direct competition with the Listed Company to the Listed Company, confirms fair custodian fee at the same time, and takes effective measures to solve horizontal competition within commitment period; (2) Inject assets with direct competition with the Listed Company into the Listed Company; (3) Transfer assets with direct competition with the Listed Company to unrelated third party; (4) other measures which can solve horizontal competition effectively and is favorable for protecting the interest of the Listed Company and legal interests of other shareholders. Before solving current horizontal competition, while company, enterprise, economic organization (not including enterprises controlled by the Listed Company, hereinafter referred to as subordinated Companies) which the Listed Company and Shenzhen Investment Holdings hold controlling shares or controls actually have business, in case the involved dispute, etc. have major influence on the business, Shenzhen Investment Holdings should keep neutral as a controlling shareholder to ensure that the Listed Company and subordinated Companies can take part in market competition on the principle of 48 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 fair competition. 2. Horizontal competition solution of SPG: From 14 September 2016 to now, SPG has had stock suspension because of major assets reconstruction. According to Review Opinions on Delaying Stock Resumption because of Major Assets Reconstruction of SPG announced by CITIC Securities and Huatai Securities on 26 November 2016, the reconstruction solution is that SPG plans to issue A share and / or use currency to purchase 100% equity of Evergrande Group (hereinafter referred to as “the reconstruction of SPG”). After SPG completes this reconstruction, Guangzhou Kailong Real Estate Co., Ltd. will become the controlling shareholder of SPG. Therefore, in case the reconstruction of SPG completes successfully, Shenzhen Investment Holdings will lose the control on SPG. By then, the horizontal competition between SPG and SZPRD will be solved. In case the reconstruction of SPG is terminated for some reasons, for business of SPG which has horizontal competition with the Listed Company, Shenzhen Investment Holdings, within the scope permitted by law and regulation, Shenzhen Investment Holdings will start a rational horizontal competition solution according to actual situation at the time within 12 months after the termination of reconstruction of SPG and stock resumption announcement date, and fulfill announcement obligation, and SPG will complete to implement the solution and solve the horizontal competition between SZPRD and SPG within 3 years from the date SPG terminates the reconstruction and announces stock resumption. 3. Other commitments to avoid horizontal competition: as the controlling shareholder of the Listed Company and during the listing period of the Listed Company at Shenzhen Stock Exchange, other subordinated Companies of Shenzhen Investment Holdings will not engage in relevant business which has direct horizontal business competition with the Listed Company in new business fields except for in the business field where it already has had horizontal competition with the Listed Company. Shenzhen Investment Holdings promises not to seek improper benefits with the position of controlling shareholder of the Listed Company and damage the interest of the Listed Company and its shareholders. In case of violating above commitment, Shenzhen Investment Holdings shall undertake corresponding legal liabilities, including but not limited to undertaking compensation responsibilities for all losses caused to the Listed Company. On 17 October 2019, the Company received Correspondence on the Progress of Horizontal Competition Solving from controlling shareholder Shenzhen Investment Holdings. During the commitment period of horizontal competition solving, Shenzhen Investment Holdings actively fulfilled its relevant commitments, with the details as the following: 1. Shenzhen Investment Holdings is sorting out the relevant assets and business of Shenzhen Expander, and studying to formulate the solution of horizontal competition. Due to the long history of Shenzhen Expander and the complicated asset state, relevant solution needs to be further analyzed and demonstrated. Shenzhen Investment Holdings will active promote relevant work, strives for solve competition problem within commitment period. 2. The reconstruction of SPG with Evergrande Group is in the process, Shenzhen Investment Holdings will start a rational horizontal competition solving solution according to ongoing situation of reconstruction and announce timely. 3. Within the commitment period, Shenzhen Investment Holdings will not engage in relevant business which has direct horizontal business competition with SZDRP in new business fields except for in the business field where it already has had horizontal competition with SZDRP. Shenzhen Investment Holdings does not seek improper benefits with the position of controlling shareholder of SZPRD and damage the interest of the Listed Company and its shareholders. Note 2: To reduce and standardize related transactions with the Listed Company, as controlling shareholder of the Listed company and during the listing period of the Listed Company at Shenzhen Exchange Stock, Shenzhen Investment Holdings promises: 1. Shenzhen Investment Holdings and its controlling or actually controlled companies, enterprises, economic organizations (not including enterprises controlled by the Listed Company, hereinafter referred to as the “subordinated companies”) will strictly exercise the rights of shareholders according to provisions of laws, regulations, and other normative documents, and fulfill the obligations of shareholders, and keep the independence of the Listed Company in assets, finance, employees, business and agency, etc. 2. Shenzhen Investment Holdings promises not to use its position of controlling shareholder to promote board of shareholders or board of directors to make resolutions which may damage the legal interest of the Listed Company or other shareholders; 3. Shenzhen Investment Holdings and its subordinated companies will try their best to avoid having related transactions with the Listed Company. In case the transaction with the Listed Company is inevitable, Shenzhen Investment Holdings and its subordinated companies will have transaction with the Listed Company on the basis of equality and free will, according to fair, rational and normal commercial transaction conditions, will not require or accept conditions which is more preferential than the Listed Company gives to 49 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 the third party in any fair market transactions, and strictly fulfill various related transactions with the Listed Company with good will. 4. Shenzhen Investment Holdings and its subordinated companies will strictly fulfill decision making procedures and relevant information disclosure obligations of related transactions according to articles of association of the Listed Company and relevant laws and regulations. 5. Shenzhen Investment Holdings and its subordinated companies will make sure that they will not seek special interests beyond above stipulations by having related transactions with the Listed Company, will not use related transactions to illegally transfer funds and profits of the Listed Company and to maliciously damage the legal interests of the Listed Company and its shareholders. 6. As for current related transaction with the Listed Company, within the scope permitted by laws and regulations, Shenzhen Investment Holdings promises to confirm rational related transaction solution within 12 months after the Company shares are transferred to Shenzhen Investment Holdings, and complete to implement the solution within 5 years after the Company shares are transferred to Shenzhen Investment Holdings, to solve such related transactions completely. The specific forms include: (1) After current related transaction contract expires, it will not be renewed. In case contract renewal is necessary according to the operation needs of the Listed Company, it will fulfill relevant decision making procedures strictly according to procedures of related transactions. (2) Under the precondition of possible realization, terminate contract which is being fulfilled, and adopt marketized and open bid invitation, etc., inquire again on service items involved in such related transactions to confirm appropriate service provider. In case related transaction is involved, it should fulfill relevant decision making procedures according to related transaction procedures. (3) In case there is possibility of price re-negotiation in the related transaction contract which is being fulfilled, conduct price negotiation again, make the contract amount after re-pricing conform to market price and not higher than the amount of contract which is being fulfilled, and strictly fulfill relevant decision making procedures according to related transaction procedures.(4) Other appropriate measures which can reduce and finally eliminate current related transaction but not necessary. 7. In case of violating above commitments, Shenzhen Investment Holdings shall undertake corresponding legal liabilities, including but not limited to undertaking compensation liability for all the losses caused to the Listed Company. Note 3: Shenzhen Investment Holdings sighed equity transfer contract on 100% equity transfer of TK Property with the Company, and the contract stipulated: 1. Shenzhen Investment Holdings promises that the cumulative net profits (net profit after deducting extraordinary items) of TK Property from 2019 to 2021 will not be less than 18% of the equity transfer payment amount of this transaction, i.e. three-year cumulative net profits ≥ equity transfer payment * 18%. The above net profits are subject to the amount which is confirmed by audited financial report of TK Property. 2. In case three-year cumulative profits of TK Property fails to reach above promised amount, TP Property shall compensate the insufficient part to the Company in full amount by cash. In case three-year cumulative profits (net profit after deducting extraordinary items) of TK Property is more than the promised amount, the Company will not refund. 3. In case Shenzhen Investment Holdings needs to fulfill performance compensation obligation, it shall complete the performance compensation obligation within 30 days after receiving the compensation notice of the Company, and the specific delivery method will be agreed by both parties. In case Shenzhen Investment Holdings delays to pay the performance compensation, it shall pay liquidated damages of 3/10000 of unpaid amount for each day delay. In case of failing to pay for more than 90 days, then Company has the right to cancel the contract. 2. Where there had been an earnings forecast for an asset or project and the Reporting Period was still within the forecast period, explain why the forecast has been reached for the Reporting Period. □Applicable √ Not applicable IV Occupation of the Company’s Capital by the Controlling Shareholder or Its Related Parties for Non-Operating Purposes □ Applicable √ Not applicable No such cases in the Reporting Period. 50 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 V Explanations Given by the Board of Directors, the Supervisory Board and the Independent Directors (if any) Regarding the Independent Auditor's “Modified Opinion” on the Financial Statements of the Reporting Period □Applicable √ Not applicable VI YoY Changes to Accounting Policies, Estimates and Methods √ Applicable □ Not applicable Changes to main accounting policies: 1. The Company prepared 2019 Financial Statements in accordance with the Notice on Revising and Printing the Format of 2019 General Enterprises Financial Statement (CK [2019] No. 6), the Notice on Revising and Printing the Format of Consolidated Financial Statements (2019) (CK [2019] No. 16) issued by the Ministry of Finance and the requirements of the Accounting Standards for Business Enterprises. Retroactive adjustment was adopted for the changes in the accounting policy. The significantly affected items and amounts in 2018 Financial Statements are as follows: Item and amount in original financial statement Item and amount in new financial statement Notes receivable and accounts Notes receivable 155,898,006.77 receivable Accounts receivable 155,898,006.77 Notes payable and accounts Notes payable 435,350,850.19 payable Accounts payable 435,350,850.19 2. The Company starts to implement the Accounting Standards for Business Enterprises No.22-Recognition and Measurement of Financial Instruments, Accounting Standards for Business Enterprises No. 23-Transfer of Financial Assets, Accounting Standards for Business Enterprises No. 24-Hedging and Accounting Standards for Business Enterprises No.37-Presentation of Financial Instruments (hereinafter referred to as the new standards governing financial instruments) revised by the Ministry of Finance. As required by the connection regulation for the old and new standards, the information of comparative period was not adjusted, and the beginning retained earnings or other comprehensive income of the Reporting Period shall be retroactively adjusted for the difference between the original standards and the new one when implemented on the first execution date. For more details, please refer to the Note V Changes to Main Accounting Policies and Accounting Estimates in the Company’s 2019 Financial Statements. 3. The Company starts to implement the revised Accounting Standards for Business Enterprise No. 7-Exchange of Non-monetary Assets since 10 June 2019 and implement the revised Accounting Standards for Business Enterprises No. 12-Debt Restructuring since 17 June 2019. Prospective application method will be adopted to treat this change to accounting policies. VII Retrospective Restatements due to Correction of Material Accounting Errors in the Reporting Period □ Applicable √ Not applicable No such cases in the Reporting Period. VIII YoY Changes to the Scope of the Consolidated Financial Statements √ Applicable □ Not applicable For the detailed changes to the Company’s consolidated statements of the Reporting Period, see “Part XII Financial Statements”, 51 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 VIII. IX Engagement and Disengagement of Independent Auditor Current independent auditor: Name of the domestic independent auditor Pan-China Certified Public Accountants (LLP) The Company’s payment to the domestic independent auditor 85 (RMB’0,000) How many consecutive years the domestic independent auditor One year has provided audit service for the Company Names of the certified public accountants from the domestic Wang Huansen, Chen Yan independent auditor writing signatures on the auditor’s report How many consecutive years the certified public accountants Two years for Wang Huansen and one year for Chen Yan have provided audit service for the Company Indicate by tick mark whether the independent auditor was changed for the Reporting Period. √ Yes □ No Indicate by tick mark whether the independent auditor was changed during the audit period. □ Yes √ No Indicate by tick mark whether an approval procedure was implemented for the change of independent auditor. √ Yes □ No Further details about the change of independent auditor: Reviewed and approved by the Annual General Meeting of 2018, the Company hired Ruihua Certified Public Accountants (LLP) (hereinafter referred to as “Ruihua CPA”) as the Company’s independent auditor in 2019 providing audit service for the Company. Ruihua CPA adhered to the principle of independent audit in the course of practicing, and reflected the financial status of the Company in an objective, fair and impartial way, earnestly fulfilled their due responsibilities, and effectively safeguarded the legitimate rights and interests of the Company and its shareholders from a professional perspective. Based on the demand of business development and future audit of the Company and bilateral communication and negotiation, Ruihua CPA was no longer the independent auditor of the Company. The Company held the 12th Meeting of the 9th Board of Directors and the 1st Extraordinary General Meeting of 2020 respectively on 30 December 2019 and 15 January 2020 and determined to hire Pan-China Certified Public Accountants (LLP) as the auditor for the 2019 Financial Statements and internal control of the Company. The said proposal has been approved both on the board meeting and shareholders meeting. Independent auditor, financial advisor or sponsor engaged for the audit of internal controls: √ Applicable □ Not applicable In this Reporting Period, the Company engaged Pan-China Certified Public Accountants (LLP) for its internal control audit and paid an internal control audit fee of RMB0.25 million to it for the period. X Possibility of Listing Suspension or Termination after Disclosure of this Report □ Applicable √ Not applicable 52 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 XI Insolvency and Reorganization □ Applicable √ Not applicable No such cases in the Reporting Period. XII Major Legal Matters √ Applicable □ Not applicable Index to Disclo disclo Involved amount Decisions and Execution of General information Provision Progress sure sed (RMB’0,000) effects decisions date infor matio n Litigation matters in disputes over See Part XII See Part XII See Part XII environmental pollution 815.4 None Financial Financial Financial liability of Fuchang Report-XIV-2 Report-XIV-2 Report-XIV-2 Building II See Part XII See Part XII See Part XII Summary of other 840.62 Yes Financial Financial Financial contract disputes Report-XIV-2 Report-XIV-2 Report-XIV-2 XIII Punishments and Rectifications □ Applicable √ Not applicable No such cases in the Reporting Period. XIV Credit Quality of the Company as well as Its Controlling Shareholder and Actual Controller □ Applicable √ Not applicable XV Equity Incentive Plans, Employee Stock Ownership Plans or Other Incentive Measures for Employees □ Applicable √ Not applicable No such cases in the Reporting Period. 53 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 XVI Major Related-Party Transactions 1. Continuing Related-Party Transactions √ Applicable □ Not applicable As % of Index total Approv Relation Over Obtainable to Total value of ed Method ship Type of Specific Pricing Transa the market Disclo disclo Related value all transacti of with the transacti transacti principl ction approve price for sure sed party (RMB’0, same-ty on line settleme Compan on on e price d line or same-type date infor 000) pe (RMB’0 nt y not transactions matio transacti ,000) n ons Related- party transacti Shenzhen Wholly- ons Bay owned governi Property Technolo subsidia Market Agree ng sales manage gy ry of the principl ment 3,037.18 2.54% N/A N/A Cash 3,037.18 of ment Develop Compan e price commo services ment Co., y as the dity and Ltd. parent providin g of labors Wholly- Related- owned party Shenzhen subsidia transacti Hi-Tech ry of ons Zone Shenzhe governi Property Market Agree Develop n Bay ng sales manage principl ment 142.09 0.12% N/A N/A Cash 142.09 ment Technol of ment e price Construct ogy commo services ion Develop dity and Company ment providin Co., g of Ltd. labors 54 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shenzhen Wholly- Shentou owned Real subsidia Market Agree Estate ry of the Lease Office principl ment 37.32 0.01% N/A N/A Cash 37.32 Develop Compan e price ment y as the Co.,Ltd. parent Shenzhen Wholly- Entruste Shentou owned d Real subsidia Investm manage Market Agree Estate ry of the ent ment principl ment 455.24 1.66% N/A N/A Cash 455.24 Develop Compan property services e price ment y as the of Co.,Ltd. parent houses Total -- -- 3,671.83 -- -- -- -- -- -- Large-amount sales return in detail N/A Give the actual situation in the Reporting Period (if any) where an estimate had been made for the total The Company’s wholly-owned subsidiary TK Property has completed equity change value of continuing related-party registration in November 2019, relevant estimated approval procedure is not applicable. transactions by type to occur in the Reporting Period Reason for any significant difference between the transaction price and the N/A market reference price (if applicable) 2. Related-Party Transactions Regarding Purchase or Sales of Assets or Equity Interests √ Applicable □ Not applicable Carrying Assessed Profit or value of value of Relations Transfer loss of the Index to Type of Specific the the Method Related hip with Pricing price transactio Disclosur disclosed transactio transactio transferre transferre of party the principle (RMB’0, n e date informati n n d assets d assets settlement Company 000) (RMB’0, on (RMB’0, (RMB’0, 000) 000) 000) 55 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Announc ement on Acquisiti on of 100% of Equity Interests in Shenzhen Equity The Equity Shenzhen Investme interests 21 Company interests Market 105,946.0 102,738.2 Toukong nt acquisitio 39,614.40 Cash 0 Septembe as the acquisitio valuation 4 5 Property Holdings n of TK r 2019 parent n Managem Co., Ltd. Property ent Co., Ltd. And Relate-Pa rty Transacti ons (No.: 2019-33) on Cninfo Reasons for relatively large difference between the transfer price and the carrying N/A value or assessed value (if any) Influence on the Company’s operating Refer to Part XII Financial Report-VIII Changes of Consolidation Scope for details results and financial condition The equity transfer contract agrees that the accumulative net profit (deducted Performance realization during the non-recurring profit or loss) of three years from 2019 to 2021 of TK Property shall be Reporting Period when relative not less 18% of the amount paid for the equity transfer. The net profit of TK Property transactions involved performance promise for the Reporting Period was RMB114 million. 3. Related Transactions Regarding Joint Investments in Third Parties □ Applicable √ Not applicable No such cases in the Reporting Period. 4. Credits and Liabilities with Related Parties √Applicable □ Not applicable Indicate by tick mark whether there were any credits and liabilities with related parties for non-operating purposes. √ Yes □ No Receivable from related parties 56 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Capital Beginning Amount Amount Ending occupation for newly added received in Current Related Relationship with balance in current current Interes interest balance Reason non-operating party the Company (RMB’0,0 period period t rate (RMB’0,0 (RMB’0, purposes (RMB’0,000 (RMB’0,000 00) 00) ) ) 000) (yes/no) Shenzhen Wholly-owned Bay Business subsidiary of the Technology circulating No 5,406.18 7,252.6 3,279.75 0.00% 0 9,379.03 Company as the Developme funds parent nt Co., Ltd. Shenzhen Wholly-owned Hi-Tech subsidiary of Zone Business Shenzhen Bay Developme circulating No 95.10 136.38 113.05 0.00% 0 118.43 Technology nt funds Development Constructio Co., Ltd. n Company The parent company of the Shenzhen Business subsidiary Xinhai circulating Rongyao Real No 105,790 50,640 0.00% 0 55,150 Holdings funds before Estate’s minority Co., Ltd. acquisition shareholder Xinhai Rongyao Shenzhen Minority Xinhai Business shareholder of Rongyao circulating the subsidiary No 33,207.29 160 0.00% 0 33,047.29 Real Estate funds before Rongyao Real Developme acquisition Estate nt Co., Ltd. Shenzhen Wufang 26% equities Business Pottery & held by the circulating No 174.73 0.00% 0 174.73 Porcelain Company funds Industrial Co., Ltd. Influence on the Company’s All were within the risks control of the Company and not influenced the operating results and the operating results and financial financial conditions. condition Liabilities payable to related parties 57 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Amount Amount Beginning newly added returned in Relation with Formation Interest Current interest Related party balance in current current the Company reason rate (RMB’0,000) Ending balance (RMB’0,000) period period (RMB’0,000) (RMB’0,000) (RMB’0,000) Shenzhen Jifa Intercourse Warehouse Joint venture 2,929.67 650 3,579.67 funds Co., Ltd. Shenzhen Tian’an International Intercourse Building Joint venture 521.43 521.43 funds Property Management Co., Ltd. Influence on the Company’s All were within the risks control of the Company and not influenced the operating results and the operating results and financial conditions. financial condition 5. Other Major Related-Party Transactions □ Applicable √ Not applicable No such cases in the Reporting Period. XVII Major Contracts and Execution thereof 1. Entrustment, Contracting and Leases (1) Entrustment √Applicable □ Not applicable Description of trusteeship situation: 1) On 20 August 2018, the Company signed Entrusted Management Agreement with Shenzhen Investment Holdings, and agreed that Shenzhen Investment Holdings entrusts the Company to manage its sole subsidiary - TK Property, with the entrusted management term from 20 August 2018 to 20 January 2019, totally 6 months. During the entrusted management period, Shenzhen Investment Holdings entrusted the daily operation and management power of TK Property for our party to exercise. Shenzhen Investment Holdings continues to have the ownership, rights to earnings and disposal right of TK Property, and make decisions for major events according to provisions of state owned asset supervision and articles of association of TK Property. 2)On 6 November 2019, Shenzhen Investment Holdings signed Equity Transfer Contract of TK Property with our party, our party plans to purchase 100% equity of TK Property held by Shenzhen Investment Holding. Regarding to historical problems left in part land and properties of TK Property and the complexity for handling, Shenzhen Investment Holdings and TK Property signed Entrusted Operation and Management Agreement of Stripped Land and Assets of TK Property with TK Property, Shenzhen Investment Holdings, TK Property and our party all confirmed that it is the consensus of three parties to “entrust land and properties which is stripped to Shenzhen Investment Holdings in land and property disposal solution of TK Property to TK Property for operation and management again before ownership confirmation and being transferred to SZPRD according to price evaluation 58 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 agreement. Refer to Reference No.: 2019-33 announcement-Announcement on Purchasing 100% Equity and Related Transactions of TK Property disclosed by cninfo on 21 September 2019 for details. Projects whose profits and losses for the Company reached more than 10% of the total profits during the Reporting Period: □ Applicable √ Not applicable No such cases in the Reporting Period. (2) Contracting □ Applicable √ Not applicable No such cases in the Reporting Period. (3) Leases □ Applicable √ Not applicable No such cases in the Reporting Period. 2. Major guarantees √ Applicable □ Not applicable (1) Guarantees Unit: RMB'0,000 Guarantees provided by the Company as the parent and its subsidiaries for external parties (exclusive of those for subsidiaries) Disclosure Guarante date of the Actual Having e for a guarantee Line of Actual Type of Term of Obligor guarantee expired related line guarantee occurrence date guarantee guarantee amount or not party or announcem not ent Guarantees provided by the Company for its subsidiaries Disclosure Guarante date of the Actual Having e for a guarantee Line of Actual Type of Term of Obligor guarantee expired or related line guarantee occurrence date guarantee guarantee amount not party or announcem not ent Shenzhen Rongyao 27 November Real Estate 18 October 27 November 2019 to 20 500,000 219,300 Joint-liability No Yes Development Co., 2019 2019 November Ltd. 2024 59 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shenzhen 20 July 2018 29 March General Huangcheng Real 75,000 20 July 2018 93.3 to 20 June No Yes 2018 guaranty Estate Co., Ltd. 2021 Total approved line for such Total actual amount of such guarantees in the Reporting Period 500,000 guarantees in the Reporting 219,300 (B1) Period (B2) Total approved line for such Total actual balance of such guarantees at the end of the 575,000 guarantees at the end of the 219,393.3 Reporting Period (B3) Reporting Period (B4) Guarantees provided between subsidiaries Disclosure Guarante date of the Actual Having e for a guarantee Line of Actual Type of Term of Obligor guarantee expired related line guarantee occurrence date guarantee guarantee amount or not party or announcem not ent Total guarantee amount (total of the three kinds of guarantees above) Total actual guarantee Total guarantee line approved in 500,000 amount in the Reporting 219,300 the Reporting Period (A1+B1+C1) Period (A2+B2+C2) Total actual guarantee Total approved guarantee line at balance at the end of the the end of the Reporting Period 575,000 219,393.3 Reporting Period (A3+B3+C3) (A4+B4+C4) Total actual guarantee amount (A4+B4+C4) as % of the 69.69% Company’s net assets Of which: Balance of guarantees provided for shareholders, actual controller 0 and their related parties (D) Balance of debt guarantees provided directly or indirectly for 219,393.3 obligors with an over 70% debt/asset ratio (E) Amount by which the total guarantee amount exceeds 50% of the 61,995.85 Company’s net assets (F) Total of the three amounts above (D+E+F) 219,393.3 Compound guarantees: (2) Irregularities in Provision of Guarantees □ Applicable √ Not applicable No such cases in the Reporting Period. 60 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 3. Cash Entrusted to Other Entities for Management (1) Cash Entrusted for Wealth Management □ Applicable √ Not applicable No such cases in the Reporting Period. (2) Entrusted Loans □ Applicable √ Not applicable No such cases in the Reporting Period. 4. Other Major Contracts √ Applicable □ Not applicable Carrying value of Assessed Rela Name of Name of Base Prici Execution the value of the Transact ted Name of the other evaluati date of ng Related as of the Disclo Index to Signing involved involved ion price trans contracti party of Target ve evalua prin relations end of the sure disclosed date assets assets (RMB’0 actio ng party the agency tion (if ciple hip Reporting date information (RMB’0,0 (RMB’0,000 ,000) ns or contract (if any) any) s Period 00) (if ) (if any) not any) Shenzhe 69% of Shenzhe Announcement n Shenzhen equity n on the Has Properti Xinhai interests in Pengxin Acquisition of Asse completed es & Rongyao Shenzhen Assets, 11 Equity Interests 26 31 t-bas the Resourc Real Rongyao Land Not Februa in the Target February -26,373.23 74,650.4 July ed 50,800 No acquisition es Estate Real and Real related ry Company and 2019 2018 appr of related Develop Developm Estate Estate 2019 Providing oach equity ment ent Co., Developm Appraisa Guarantees for it interests (Group) Ltd. ent Co., l Co., (No.: 2019-6) on Ltd. Ltd. Ltd. Cninfo 61 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shenzhe n Announcement Investm on the ent Shenzhe Acquisition of 100% of Holding n 100% of Equity equity s Co., Has Properti Interests in interests in Pan-Chi Asse Ltd. is completed es & Shenzhen 21 Shenzhen Shenzhen 6 na 31 t-bas the the Resourc Investmen 102,738. Septe Toukong Toukong November 39,614.4 105,946.05 Appraisa March ed Yes Controlli acquisition es t Holdings 25 mber Property Property 2019 l Co., 2019 appr ng of related Develop Co., Ltd. 2019 Management Managem Ltd. oach sharehol equity ment Co., Ltd. and ent Co., der of interests (Group) Related-Party Ltd. the Ltd. Transactions Compan (No.: 2019-33) y and on Cninfo TK Property XVIII Corporate Social Responsibility (CSR) 1. Measures Taken to Fulfill CSR Commitment Since its inception, SZPRD has been adhering to the concept of honesty, responsibility and win-win cooperation for the benefit of society. The Company actively fulfills its social responsibilities and always takes repaying the society as an important development concept. It actively fulfills its statutory social responsibilities and ethical social obligations, and unifies the realization of economic and social benefits to create an excellent corporate image. The Company carried out the following activities to perform its social responsibility in 2019: 1) Actively Organize and Conduct the Voluntary Blood Donation Activity In order to commemorate the 98th anniversary of the founding of the Communist Party of China and carry forward the good moral integrity of being helpful and selfless, on 1 July, the party committee of Shenzhen International Trade Center Property Management Co., Ltd. subordinated to SZPRD together with the Jiabei Community Station of Nanhu Sub-district in Luohu District and International Trade Center Sub-branch of Shenzhen Branch of Bank of China held the activity of “Red Banner & Red Action” Voluntary Blood Donation, attracting a total of 132 people to voluntarily donate their blood on the day with the total amount of blood donation 45,700 ml. In fact, the number of people involving the blood donation and the donated blood volume all exceeded that in previous years. Since 2011, the party committee of Shenzhen International Trade Center Property Management Co., Ltd. has insisted on carrying out the theme activity for public benefits of “Red Banner & Red Action” to commemorate the party’s birthday every year, allowing party member volunteers to play an exemplary role. Fortunately, the activity has attracted the active response from the owners and tenants of ITC Building, various party organizations in the southern business district and Jiabei Community station and people from all walks of life, and become a unique party building activity featuring “the secretary controls the activity, the party branch creates the brand, and the party members strive for becoming the vanguard”. This activity has been held for consecutive nine years. In terms of this activity, more than 600 people have donated their blood voluntarily with the total unpaid blood donation volume exceeding 225,000 ml. 2) Care for the employees and shoulder social responsibilities 62 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 On January 10 when the spring festival was coming, to make grass-root employees, especially employees who has financial problems, have a warm and harmonious spring festival, Party secretary and president of SZPRD, Liu Shengxiang, deputy secretary of the Party committee, secretary of the Commission for Discipline Inspection and chairman of the labor union, Wei Xiaodong, vice general president Zhang Gejian, and other leaders went to the grass roots for visit and consolation, brought consolation products and money for them, and made grass-root employees feel the warmth of the enterprise. On May 26 to enrich the culture life of employees, display enterprise culture of pioneering, innovation and keeping pace with the age, SZPRD held the first competition of “fitness test”. The competition carried out in a compact and orderly way. All the participants gave the best account of oneself and displayed fine sportsmanship, manifested the enterprise spirit of “going ahead and reforming” of SZPRD personnel, and reflected the good team spirit of “uniting together and making efforts together”. On July 10 to practice the spirit of the 19th National Congress of the Communist Party of China, implement work assisting mechanism within the Party, normalize Party member’s consolation activities on major festivals, combining with the theme education of “staying true to our founding mission”, Party Committee of SZPRD carried out “July 1” symposia to console Party members who have difficulty, and sent care and warmth of the Party organization to them. To actively respond the call of municipal SASAC, combining with the theme education work arrangement of “staying true to our founding mission”, from August 8 on, direct subordinated Party Organization of SZPRD carried out money donation on Guangdong Poverty Relief Day of 2019 on and off. By August 26 totally RMB38,495.50 was raised. Since Party Committee of SZPRD initialized to carry out money donation activity, each direct subordinated Party organization actively prepared for it, and called for Party members and common people for wide participation. Charity fund raised this time will be donated to targeted poverty alleviation village -- Shima Village, Beiling Town, Longchuan County, Heyuan City according to a certain ratio. The rest funds will be listed into poverty relief fund of the Group for help internal employees who have difficulties. 3) Construct red education bases, and carry forward the spirit of reform and opening up In March, to fully dig the historic value of ITC Building, SZPRD started the construction preparation work of historic exhibition center of reform and opening up in ITC Building. After its construction, it will boast education, study, display and exchange functions, as well as become a red education base which displays the historic value of reform and opening up and spirits of the time. As the birth place of “Shenzhen Speed” and former place of talks given by Chairman Deng Xiaoping in his inspection to the south in 1992, ITC Building wins the attention and worship of the whole country again. In 2019, totally 20 batches of trainees of the training course of the Party School of the CPC Municipal Committee, totally 2000 persons, visited ITC Building. SZPRD powerfully carries forward the spirit of reform and opening up and makes the spirit pass down forever. 4) Social honors won On March 8 the winners list of first IFMA held by IFMA China came out, and “Renovation Project of ITC Building Air Conditioner Energy Saving” declared by subordinated ITC Property Management of SZPRD won “Best Innovation Award”. On July 3 at Grand Ceremony of Shenzhen Real Estate in 2019 as well as Comprehensive Evaluation Briefing of the Industry” held by SREA, SZPRD won “Brand Value Enterprise of Shenzhen Real Estate Development Industry” and “30-Year Vice President Unit Since the Establishment of Shenzhen”. On July 15 Shenzhen Property Management Association released Ranking Analysis Report of Top 50 Property Management enterprises in Comprehensive Capacity of Shenzhen in 2018 to disclose top 50 enterprises, and TK Property ranked the 15th in it, ranking three places higher than in 2017. In August, the selection result of “Guangdong Top 500 Enterprises in 2019” jointly held by Guangdong Provincial Federation of Enterprises and Guangdong Federation of Entrepreneurs came out. The comprehensive capacity of SZPRD won thorough recognition and highly evaluation, and was selected as “Guano Top 500 Enterprises in 2019”, which is its 15th time to win such a honor. The selection has been carried out for 15 years consecutively, has stirred up a lot of attention and been attached more importance, and has become the authoritative reference for measuring influence, scale and comprehensive capacity of an enterprise. In September, China Civil Engineering Society, CCES, disclosed the selection result of Tien-yow Jeme Civil Engineering Prize, 63 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 SZPRD-Hupan Yujing won “Gold Prize of Residential Community of Tien-yow Jeme Civil Engineering Prize”, with its product quality winning the authoritative recognition of the industry. There were 31 residential communities winning “Gold Prize of Residential Community of Tien-yow Jeme Civil Engineering Prize” in 2019, and 14 projects (single excellence”) were praised. Yangzhou Hupan Yujing project of SZPRD finally Gold Prize of Residential Community after experts’ comprehensive evaluation in planning design, architectural design, environment design, engineering quality, scientific and technological innovation. The project team always remain true to quality, emphasize details, quality and brand, stick to striving for perfection in each link of design, construction, and management, which finally win such a honor. In December, Shenzhen Property Management Association held summary and commendation conference of 2019, ITC Property Management won the honor of “Enthusiastic Charity Enterprise in the Industry of Shenzhen Property Management in 2019”. ITC Property Management is keen on social public welfare. In 2019, it carried out the money donation activity of “Alleviating Poverty and Passing Love”, solved medical equipment project for Daping Township Hospital of Puge County, Liangshan Yi Autonomous Prefecture, Sichuan, displayed the spirit of being brave to shoulder social responsibility and selfless in devotion, and won the recognition of the industry and the society. 2. Measures Taken for Targeted Poverty Alleviation The Company didn’t take any targeted measures to help people lift themselves out of poverty during the Reporting Period, no targeted poverty alleviation plan temporarily too. 3. Issues Related to Environmental Protection Indicate by tick mark whether the Company or any of its subsidiaries is identified as a major polluter by the environmental protection authorities. No. No such cases in the Reporting Period. XIX Other Significant Events □ Applicable √ Not applicable No such cases in the Reporting Period. XX Significant Events of Subsidiaries □ Applicable √ Not applicable 64 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Part VI Share Changes and Shareholder Information I. Share Changes 1. Share Changes Unit: share Before Increase/decrease in the Reporting Period (+/-) After Shares Shares as as divide dividend Percenta New nd Percentag Shares converte Other Subtotal Shares ge (%) issues conver e (%) d from ted capital from reserves profit I. Restricted shares 352,511,223 59.15% 0 0 0 -350,579,943 -350,579,943 1,931,280 0.33% 1. Shares held by State 0 0.00% 0 0 0 0 0 0 0.00% 2. Shares held by 350,579,943 58.82% 0 0 0 -350,579,943 -350,579,943 0 0.00% state-owned legal person 3. Shares held by other 1,931,280 0.33% 0 0 0 0 0 1,931,280 0.33% domestic investors Among which: Shares held by domestic legal 1,894,980 0.32% 0 0 0 0 0 1,894,980 0.32% person Shares held by domestic natural 36,300 0.01% 0 0 0 0 0 36,300 0.01% person 4. Shares held by other 0 0.00% 0 0 0 0 0 0 0.00% foreign investors II. Unrestricted shares 243,467,869 40.85% 0 0 0 350,579,943 350,579,943 594,047,812 99.67% 1. RMB common shares 175,862,626 29.51% 0 0 0 350,579,943 350,579,943 526,442,569 88.33% 2. Domestically listed 67,605,243 11.34% 0 0 0 0 0 67,605,243 11.34% foreign shares III. Total shares 595,979,092 100.00% 0 0 0 0 0 595,979,092 100.00% Reasons for share changes: √ Applicable □ Not applicable According to the share reform commitment of Shenzhen Investment Holdings Co., Ltd., as of 4 November 2012, shares can be unblocked of Shenzhen Investment Holdings are 350,579,943 accounting for 58.82% of the Company’s total share capital. During 65 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 the Reporting Period, the Company completed related procedures regarding the desterilization of non-tradable shares and 350,579,943 restricted shares held by Shenzhen Investment Holdings have been listed for trading on 19 July 2019. For more information, please refer to the Indicative Announcement on the Desterilization of Non-Tradable Shares (No.: 2019-23) disclosed by the Company on Cninfo on 18 July 2019. Approval of share changes: √ Applicable □ Not applicable Above-mentioned desterilization of non-tradable shares has been approved by Shenzhen Stock Exchange and completed the change registration in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. Transfer of share ownership: □ Applicable √ Not applicable Progress on any share repurchases: □ Applicable √ Not applicable Progress on reducing the repurchased shares by means of centralized bidding: □ Applicable √ Not applicable Effects of share changes on the basic and diluted earnings per share, equity per share attributable to the Company’s ordinary shareholders and other financial indicators of the prior year and the prior accounting period, respectively: □ Applicable √ Not applicable Other information that the Company considers necessary or is required by the securities regulator to be disclosed: √ Applicable □ Not applicable On 16 January 2020, the shareholder with restricted public shares of the Company Han Yihua repaid the advanced shares for share reform of 3,326 to the Company’s controlling shareholder Shenzhen Investment Holdings and transferred the share ownership to the latter. Since then, the shareholding of Shenzhen Investment Holdings increased to 380,382,223 shares from 380,378,897 shares. On 4 March 2020, Shenzhen Investment Holdings transferred some shares of the Company to China Orient Asset Management Co., Ltd. ( hereinafter referred to as “Orient Asset”) by means of contract and completed the ownership transfer registration in China Securities Depository and Clearing Corporation Limited. After the transfer, Shenzhen Investment Holdings held 345,412,223 shares of the Company with the shareholding decreasing to 57.96% from 63.82% but is still the controlling shareholder of the Company. Orient Asset holds 34,970,000 shares of the Company accounting for 5.87% of the Company’s total share capital and becomes the second largest shareholder with over 5% of shares in the Company. For more details, please refer to the Announcement on Completing the Ownership Transfer of Some Shares of the Company through Contract by the Controlling Shareholder (No.: 2020-6) disclosed on Cninfo on 6 March 2020 by the Company. 2. Changes in Restricted Shares √ Applicable □ Not applicable Unit: share Number of Number of Number of Name of restricted Number of released Reason for Date of restriction increased restricted restricted shares shareholders shares at the restricted shares restriction release shares at the period-end period-begin Shenzhen Share reform Investment 350,579,943 0 350,579,943 0 19 July 2019 commitments Holdings Co., Ltd. 66 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Total 350,579,943 0 350,579,943 0 -- -- II. Issuance and Listing of Securities 1. Securities (Exclusive of Preferred Shares) Issued in the Reporting Period □ Applicable √ Not applicable 2. Changes to Total Shares, Shareholder Structure and Asset and Liability Structures □ Applicable √ Not applicable 3. Existing Staff-Held Shares □ Applicable √ Not applicable III Shareholders and Actual Controller 1. Shareholders and Their Shareholdings at the Period-End Unit: share Number of preferred Number of ordinary Number of preferred Number of shareholders with resumed shareholders at the shareholders with ordinary 40,412 39,277 0 voting rights at the month-end 0 month-end prior to the resumed voting rights shareholders prior to the disclosure of this disclosure of this Report (if any) (see note 8) Report (if any) (see note 8) 5% or greater shareholders or top 10 shareholders Increase/d Shares in pledge or Sharehol Total shares ecrease in frozen Name of Nature of ding Restricted Unrestricted held at the the shareholder shareholder percenta shares held shares held period-end Reporting Status Shares ge Period Shenzhen State-owned legal Investment 63.82% 380,378,897 0 0 380,378,897 person Holdings Co., Ltd. Shenzhen Duty-Free Domestic Commodity non-state-owned 0.29% 1,730,300 0 1,730,300 0 Enterprises Co., legal person Ltd. Domestic natural Yang Yaochu 0.24% 1,425,020 14,400 0 1,425,020 person 67 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Domestic natural Mai Furong 0.20% 1,181,500 51,000 0 1,181,500 person Domestic natural Li Jing 0.20% 1,176,740 0 0 1,176,740 person Domestic natural Duan Shaoteng 0.18% 1,067,700 1,067,700 0 1,067,700 person Domestic natural Wang Hui 0.15% 900,000 152,000 0 900,000 person Domestic natural Chen Yutang 0.15% 865,400 705,400 0 865,400 person Domestic Shantou Property non-state-owned 0.14% 850,000 250,000 0 850,000 Hexin Co.,Ltd. legal person Domestic natural Li Baorong 0.13% 800,000 400,000 0 800,000 person Strategic investor or general legal person becoming a top-10 ordinary shareholder due to N/A rights issue (if any) (see note 3) The first largest shareholder, Shenzhen Investment Holdings Co., Ltd., is the Related or acting-in-concert parties among the actual controlling shareholder of the Company. And the Company does not know shareholders above whether there are related parties or acting-in-concert parties among the other 9 shareholders. Top 10 unrestricted shareholders Unrestricted shares held at the Shares by type Name of shareholder period-end Type Shares Shenzhen Investment Holdings Co., 380,378,897 RMB common share 380,378,897 Ltd. Domestically listed foreign Yang Yaochu 1,425,020 1,425,020 share Domestically listed foreign Mai Furong 1,181,500 1,181,500 share Domestically listed foreign Li Jing 1,176,740 1,176,740 share Duan Shaoteng 1,067,700 RMB common share 1,067,700 Domestically listed foreign Wang Hui 900,000 900,000 share Chen Yutang 865,400 RMB common share 865,400 Shantou Property Hexin Co.,Ltd. 850,000 RMB common share 850,000 68 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Li Baorong 800,000 RMB common share 800,000 Domestically listed foreign He Simo 762,650 762,650 share Related or acting-in-concert parties among top The first largest shareholder, Shenzhen Investment Holding Corporation, is the 10 unrestricted public shareholders, as well as actual controlling shareholder of the Company. And the Company does not know between top 10 unrestricted public shareholders whether there are related parties or acting-in-concert parties among the other 9 and top 10 shareholders shareholders. Top 10 ordinary shareholders involved in N/A securities margin trading (if any) (see note 4) Indicate by tick mark whether any of the top 10 ordinary shareholders or the top 10 unrestricted ordinary shareholders of the Company conducted any promissory repo during the Reporting Period. □ Yea √ No No such cases in the Reporting Period. 2. Controlling Shareholder Nature of the controlling shareholder: Controlled by a local state-owned legal person Type of the controlling shareholder: legal person Legal Name of controlling Date of Unified social credit representative/person in Principal activity shareholder establishment code charge 69 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 To execute investments and M&A on financial equity such as banks, securities, insurance, funds and guarantees and pseudo-banking equity; to engage in the property development and operation business within the scale of legally acquire the land use right; to execute investments and services in strategic emerging industry; to execute the investment, operating and management of the state-owned equities Shenzhen Investment of the wholly-owned, Wang Yongjian 13 October 2004 914403007675664218 Holdings Co., Ltd. controlling and stock-participating enterprises through the methods such as the restructuring integration, capital operation and assets disposal; other business developed with the authority from the Municipal State-owned Assets Supervision and Administration Commission (if the activity needs approval as required by state regulations, it shall not be operated until it is approved). 70 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shenzhen Textile (000045) holds 234.07 million shares, accounting for 45.96%; SPG A (000029) holds 642.88 million shares, accounting for 63.55%; Shenzhen Universe A (000023) holds 12.27 million shares, accounting for 8.85%; Ping’an (601318) holds 962.72 million shares, accounting for 5.27%; Guosen Securities (002736) holds 2,749.53 million shares, accounting for 33.53%; Guotai Jun’an (601211) holds 609.24 million A-shares and 103.37 million H-shares, totally accounting for Shareholdings of the 8.00%; Telling Telecommunication (000829) holds 195.03 million shares, accounting for 18.80%; controlling shareholder in Shenzhen International (00152) holds 952.01 million shares, accounting for 44.04%; Beauty Star other listed companies at (002243) holds 604.82 million shares, accounting for 51.93%; Bay Area Development (00737) holds home or abroad in this 2,213.45 million shares, accounting for 71.83%; Infinova (002528) holds 315.83 million shares, Reporting Period accounting for 26.35%; Eternal Asia (002183) holds 388.45 million shares, accounting for 18.30%; Shenzhen Energy (000027) holds 5.64 million shares, accounting for 0.14%; Bank of Communications (601328) holds 9.52 million shares, accounting for 0.01%; Techand (300197) holds 113.98 million shares, accounting for 4.86%; Vanke (02202) holds 77.27 million shares, accounting for 0.68%. Change of the controlling shareholder in the Reporting Period: □ Applicable √ Not applicable No such cases in the Reporting Period. 3. Actual Controller and Its Acting-in-Concert Parties Nature of the actual controller: local institution for state-owned assets management Type of the actual controller: legal person Legal Date of Name of actual representative/ Unified social establishme Principal activity controller person in credit code nt charge 71 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (I) Implementing and practicing state, provincial and municipal laws and regulations related to management on state-owned assets, drafting local laws, regulations, and policies about management on state-owned assets, and organizing implementation activities upon approvals. Intending to draft supervision systems and methods about operational state-owned assets, and organizing implementation activities. (II) On the basis of authorization from municipal government, fulfilling duties of investors according to laws and regulations, and protecting the rights and interests of investors for state-owned assets according to laws (III) Taking charge of Party-building work for enterprises in its supervision and organs entrusted (IV) Undertaking the supervision over state-owned assets of municipal enterprises, strengthening management on state-owned assets, further perfecting the management mechanism for state-owned assets with the unification of power, obligation, and duties, as well as the combination of managing assets, people, and affairs (V) Being responsible for hedging and appreciation of the value of state-owned assets of enterprises in its supervision, establishing and perfecting the index system for hedging and appreciation of the value of state-owned assets, setting out assessment standards, supervising on hedging and appreciation of the value of state-owned assets of enterprises in its supervision by statistics, audit, and check, and urging enterprises in its supervision to fulfill social duties (VI) In charge of researching and preparing the general planning for transformation and development of state-owned enterprise in its supervision, guiding and boosting transformation and re-organization of state-owned enterprises, prompting the construction of modern enterprise system, carrying forward Shenzhen operation of state-owned capital, pushing the strategic Municipal adjustment on state-owned economy layout and structure, and State-owned making state-owned capital play the role in significant industries Assets Yu Gang 1 July 2004 K31728067 and key fields including national security, national economy Supervision and lifeline, etc. Administration (VII) Directing and propelling enterprises in its supervision to Commission perfect company governance structure, intensifying construction of Board and Supervision Committees of enterprises in its supervision, and forming the governance mechanism with specific duties, coordinating operation, and effective counterbalance (VIII) Assuming the management work of income distribution for enterprises in its supervision, and standardizing the income72 distribution and position-related consumption over people in charge of enterprises in its supervision (IX) In line with rules of municipal Party committee, appointing ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shareholdings of the actual controller in other Listed companies such as the Shenzhen Airport, YTP, Shenzhen Energy, Shenzhen listed companies at home or abroad in this Zhenye, Shenzhen Tagen, Agricultural Products and SDGI. Reporting Period Change of the actual controller during the Reporting Period: □ Applicable √ Not applicable No such cases in the Reporting Period. Ownership and control relations between the actual controller and the Company: Indicate by tick mark whether the actual controller controls the Company via trust or other ways of asset management. □ Applicable √ Not applicable 4. Other 10% or Greater Corporate Shareholders □ Applicable √ Not applicable 5. Limitations on Shareholding Decrease by the Company’s Controlling Shareholder, Actual Controller, Reorganizer and Other Commitment Makers □ Applicable √ Not applicable 73 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Part VII Preferred Shares □ Applicable √ Not applicable No preferred shares in the Reporting Period. 74 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Part VIII Convertible Corporate Bonds □ Applicable √ Not applicable No convertible corporate bonds in the Reporting Period. 75 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Part IX Directors, Supervisors, Senior Management and Staff I Change in Shareholdings of Directors, Supervisors and Senior Management Beginni Increase in Decrease Other Ending Incum Ge ng the in the Ag increase/ sharehol Name Office title bent/F nd Start of tenure End of tenure sharehol Reporting Reporting e decrease ding ormer er ding Period Period (share) (share) (share) (share) (share) Liu Party Secretary Incum M Shengxi and Chairman of 49 15 June 2018 14 June 2021 0 0 0 0 0 bent ale ang the Board Director, Deputy Wang Incum M Party Secretary, 54 15 June 2018 14 June 2021 0 0 0 0 0 Hangjun bent ale GM Wei Director, Deputy Incum M Xiaodon 50 15 June 2018 14 June 2021 0 0 0 0 0 Party Secretary bent ale g Fe Shen Director and Incum ma 51 15 June 2018 14 June 2021 0 0 0 0 0 Xueying CFO bent le Wang Incum M Director 49 15 June 2018 14 June 2021 0 0 0 0 0 Ge bent ale Zhang Incum M Director 42 15 June 2018 14 June 2021 0 0 0 0 0 Shilei bent ale Yuan Independent Incum M Hongcha 49 14 April 2017 14 June 2021 0 0 0 0 0 Director bent ale ng Mei Independent Incum M Yonghon 56 15 June 2018 14 June 2021 0 0 0 0 0 Director bent ale g Li Independent Incum M Qingyua 43 15 June 2018 14 June 2021 0 0 0 0 0 Director bent ale n Chairman of the Dai Incum M Supervisory 58 15 June 2018 14 June 2021 0 0 0 0 0 Xianhua bent ale Committee 76 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Zhang Incum M Supervisor 45 15 June 2018 14 June 2021 0 0 0 0 0 Manhua bent ale Li Incum M Supervisor 38 15 June 2018 14 June 2021 0 0 0 0 0 Qinghua bent ale Employee Fe Wang supervisor, GM Incum ma 50 15 June 2018 14 June 2021 0 0 0 0 0 Qiuping of ITC Property bent le Management Employee supervisor, vice Fe Gu Incum minister of ma 39 15 June 2018 14 June 2021 0 0 0 0 0 Weimin bent Audit le Department Vice GM, Fan General Incum M 55 15 June 2018 14 June 2021 0 0 0 0 0 Weiping Counsel, Board bent ale Secretary Fe Incum Cai Lili Vice GM ma 48 15 June 2018 14 June 2021 0 0 0 0 0 bent le Incum M Li Peng Vice GM 44 15 June 2018 14 June 2021 0 0 0 0 0 bent ale Zhang Incum M Vice GM 45 15 June 2018 14 June 2021 0 0 0 0 0 Gejian bent ale Total -- -- -- -- -- -- 0 0 0 0 0 II Change of Directors, Supervisors and Senior Management □ Applicable √ Not applicable III Biographical Information Professional backgrounds, major work experience and current duties in the Company of the incumbent directors, supervisors and senior management: Members of the Board of Directors: Mr. Liu Shengxiang, born in August 1971, is a now member of the Communist Party of China, professor-level senior engineer, National Certified Architect (Level 1), and has obtained his Bachelor Degree, Master of Engineering, and MBA. In June 1994, he joined Shenzhen Tagen Group Co., Ltd., and successively served as the deputy general manager, general manager, and general Party branch secretary of Shenzhen Municipal Engineering Corp. and the deputy general manager of Shenzhen Tagen Group Co., Ltd. In June 2013, he joined Shenzhen Road & Bridge Group as the executive director, Secretary of the Party Committee and general manager. He now is the Secretary of the Party Committee and the Chairman of the Company. Mr. Liu Shengxiang was awarded the title of Outstanding Communist Party Member of Shenzhen in 2001, and obtained Tien-yow Jeme Civil Engineering Prize in 2013, 77 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 and May 1st Labor Medal of Shenzhen in 2015, the Party representative of the 6th Party Congress in Shenzhen. Mr. Wang Hangjun, born in Nov. 1966, member of Communist Party of China, is a senior auditor with a master degree of economy. He ever took post of Deputy Chief of Audit Bureau of Nanshan District, Shenzhen; Vice Minister, Minister of Audit Department of Shenzhen Investment and Management Company; Vice Minister, Minister of Supervision Department of Shenzhen Investment and Management Company; Minister of Audit and Inspection Department of Shenzhen Investment Holding Co., Ltd. He has been Deputy GM of the Company since Oct. 2007. Now he is the Director, deputy Party Secretary and GM of the Company. Mr. Wei Xiaodong, born in January 1970, is a member of the Communist Party of China with the Bachelor’s Degree. Mr. Wei Xiaodong ever worked in the municipal government department of Shenzhen for many years. In 2008, he began to work for Shenzhen State-owned Assets Supervision and Administration Commission, and successively served as the deputy director and director of Shenzhen SASAC Office. In June 2014, he served as the deputy director of Shenzhen SASAC Office, and now, he is the Director, deputy secretary of the Party committee, Secretary of Committee for Discipline Inspection. Ms. Shen Xueying, born in October 1969, Bachelor of Economics, is a senior accountant. Ms. Shen Xueying has been engaged in the financial management of listed companies for more than 20 years. She joined the Finance Department of the Company in 1991 and successively served as the clerk and deputy manager of the financial management department of the Company. She was the manager of the financial management department of the Company from 2007-2018 and now she is currently the Director and Chief Financial Officer of the Company. Mr. Wang Ge, born in October 1971, the member of the Communist Party of China, is now the senior engineer with the degree of Bachelor of Engineering. Mr. Wang Ge has been engaged in the enterprise management for many years. He successively served as the deputy director and director of the engineering department of Shenzhen Jian’an (Group) Co., Ltd., the manager and the deputy secretary of the Party Branch of Jian’an Group Construction and Municipal Engineering Company, and the deputy general manager, director, the deputy secretary of the Party Committee and the general manager of Jian’an Group. From March 2017 to present, he has served as the Chief Engineer of Shenzhen Investment Holdings Co., Ltd. Mr. Zhang Shilei, Born in December 1976, is the member of the Communist Party of China with the degree of Master of Management, and successively served as the office director of Shenzhen Information Pipeline Co., Ltd., the deputy director of the general office of Shenzhen Investment Holdings Co., Ltd., the director of Shenzhen Wuzhou Hotel Co., Ltd., the deputy secretary of the Party Committee and the secretary of the Committee for Discipline Inspection. From September 2017 to present, he serves as the director of the general management department of Shenzhen Investment Holdings Co., Ltd. Mr. Yuan Hongchang, born in Mar. 1971, Chinese nationality without overseas residency, is a undergraduate and postgraduate of Tsinghua University, EMBA of Central Europe. He holds professional qualification of registered land appraiser of China and registered real estate broker. He joined in Shenzhen WorldUnion Properties Consultancy Incorporated in 2001, and acted as Vice GM in East China Region, GM of Shanghai WorldUnion, GM in East China Region. Now he works as Vice GM and Secretary of Board in Shenzhen WorldUnion Properties Consultancy Incorporated. Mr. Yuan Hongchang has attended the 80th phase of independent directors’ training class of Shenzhen Stock Exchange with qualification certificate of independent director. Mr. Mei Yonghong, born in October 1964, is the member of the Communist Party of China, and graduated from the Department of Agriculture of Huazhong Agricultural University with the Degree of Bachelor of Agriculture. He successively served as the deputy director of the General Office of Ministry of Science and Technology and the director of the information research office, the director of the Policy, Regulations and System Reform Department of Ministry of Science and Technology and the mayor of Jining City in Shandong Province. From September 2015 to present, he has served as the director of China National GeneBank (CNGB) and the chairman of BGI Agricultural Group. Mr. Li Qingyuan, Born in 1977, is the member of the Communist Party of China with the Chinese nationality. After he obtained the degree of the Doctor of Accountancy, he became a visiting scholar of Columbia University, and was successively supported by Program for New Century Excellent Talents in University of Ministry of Education in 2012, 351 Program for Talents of Wuhan University in 2011 and Outstanding Accounting Talents (Academic) of Ministry of Finance in 2008. Meanwhile, he also serves as the 78 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 member of the Academic Exchange Committee of Accounting Society of China, the editor member of China Journal of Accounting Studies, the professional editor-in-chief of Luojia Management Review and the director of the Board of Journal of Management Accounting Studies. As a professor (Level 4), he is nominated and elected into National Support Program for Outstanding Young Talents, and now serves as the deputy dean of the department of economy and management and the director of the department of accounting of Wuhan University. Members of the Supervisory Committee: Mr. Dai Xianhua, was born in April 1962, doctor degree, Party member of CPC. 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, vice director, and editor-in-chief, 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 Management Department, investigator of property right management Department, Vice Director, investigator of Office, and investigator of Appraisal and Distribution Department from 1997 to 2012. Since 2012 he is the Chairman of the Supervisory Committee of the Company and is the Party Secretary since 2020. Mr. Zhang Manhua, born in Feb. 1975, master’s degree, member of the Communist Party of China, studied and worked in Central South University from 1992 to 2004; Senior Manager in the Investment Center of Konka Group and concurrently worked as the Board Secretary for Shenzhen Jvlong Optoelectronic Co., Ltd., and Investment Manager in Shenchao Technological Investment Co., Ltd. from 2004 to 2013; he worked as deputy director in the Strategy & Development Department in Shenzhen Investment Holding Co., Ltd from 2013 to 2018. He is the director in Law and Risks Management department of Shenzhen Investment Holdings Co., Ltd since 2018. Mr. Li Qinghua, born in April 1982, has obtained his Bachelor degree. From 2003 to 2013, he worked for DZX International Appraisal Limited, and successively served as the project assistance, the project manager and the senior manager; from 2013 to 2017, he served as the senior executive of the property right management and legal affairs department of Shenzhen Investment Holdings Co., Ltd., and from 2017 till now, he serves as the deputy director of the audit department of Shenzhen Investment Holdings Co., Ltd. Ms. Wang Qiuping, born in Jan. 1970, Bachelor degree, member of the Communist Party of China, is a senior economist. From 1992 to 2015, she ever took post in GM office, Plan and Finance Department, and Development Management. Since 2015, she is the Party Committee Secretary and GM of Shenzhen International Trade Center Property Management Co., Ltd. Ms. Gu Weimin, Born in October 1981, is the member of the Communist Party of China with the Master’s Degree. From 2007 to 2010, he served as the audit assistance manager of KPMG Shenzhen; from 2011 till now, he has worked for the Company in the audit department (the office of the board of supervisors), and is now the deputy director of the audit department. Executive officers: Mr. Wang Hangjun, born in Nov. 1966, member of Communist Party of China, is a senior auditor with a master degree of economy. He ever took post of Deputy Chief of Audit Bureau of Nanshan District, Shenzhen; Vice Minister, Minister of Audit Department of Shenzhen Investment and Management Company; Vice Minister, Minister of Supervision Department of Shenzhen Investment and Management Company; Minister of Audit and Inspection Department of Shenzhen Investment Holding Co., Ltd. He has been Deputy GM of the Company since Oct. 2007. Now he is the Director, deputy Party Secretary and GM of the Company. Mr. Fan Weiping, born in Apr. 1965, is a member of the Communist Party of China with postgraduate degree. He used to work in Shenhua Group successively as the Chief of the Legal Affairs Section in the Supervisory and Audit Department; the Vice Manager and Manager of the Legal Affairs Department; the GM Assistant; and the Chief Legal Adviser. Since Jan. 2009, he has become the Board Secretary and the Chief Legal Adviser for the Company. And he has been a Vice GM, the Board Secretary and the Chief Legal Adviser for the Company since Feb. 2012, and he got the qualification certificate of Board Secretary in Shenzhen Stock Exchange in 2009. Now he is the member of the Party Committee, vice GM, Chief Legal Adviser, and Board Secretary of the Company. Ms. Cai Lili, Born in November 1972, is the member of the Communist Party of China, and has obtained the Master’s Degree in Economics. Since 1995, he has worked in Shenzhen Tax Service, SAT, and ever served as the deputy chief of the taxation and 79 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 scientific and technological development department of Shenzhen Tax Service, SAT, and the member of the Party Organization and the deputy director of Futian District Tax Bureau in Shenzhen. Currently, he is the member of the Party Committee, deputy general manager and Chief Financial Officer. Mr. Li Peng, Born in May 1976, is the member of the Communist Party of China, the Bachelor of Engineering and the intermediate economist. Since July 1999, he has worked for the Company as the operation manager, and successively served as the deputy manager of the Company’s development management department, the manager of the cost control department, and the secretary of the Party branch and the deputy general manager of Shenzhen Huangcheng Real Estate Co., Ltd. Currently, he now is the member of the Party Committee, and deputy general manager. Mr. Zhang Gejian, born in September 1975, the member of the Communist Party of China, MBA, is an Accountant as well as Auditor. He was engaged in internal auditing work in Audit Department of the Company since July 1997. He acted as the audit manager, Supervisor of the Company and concurrently the Cost Control Manager. Now he is the member of the Party Committee, and the vice GM of the Company. Ms. Shen Xueying, born in October 1969, the member of the Communist Party of China, Bachelor of Economics, is a senior accountant. Ms. Shen Xueying has been engaged in the financial management of listed companies for more than 20 years. She joined the Finance Department of the Company in 1991 and successively served as the clerk and deputy manager of the financial management department of the Company. She has been the manager of the financial management department of the Company from 2007-2018, and now she is the Director, and Chief Financial Officer of the Company. Offices held concurrently in shareholding entities: √Applicable □Not applicable Remuneration or Office held in the allowance from Name Shareholding entity Start of tenure End of tenure shareholding entity the shareholding entity Chief Engineer of Shenzhen Investment Wang Ge Shenzhen Investment 1 March 2017 Yes Holdings Co., Ltd. Holdings Co., Ltd. Director of the general management department Shenzhen Investment Zhang Shilei of Shenzhen Investment 1 September 2017 Yes Holdings Co., Ltd. Holdings Co., Ltd. Deputy director in capital Shenzhen Investment operation department of Zhang Manhua 1 January 2017 Yes Holdings Co., Ltd. Shenzhen Investment Holdings Co., Ltd Deputy director of the Shenzhen Investment audit department of Li Qinghua 1 January 2017 Yes Holdings Co., Ltd. Shenzhen Investment Holdings Co., Ltd. Offices held concurrently in other entities: √Applicable □Not applicable Remuneration or End of Name Other entity Office held in the entity Start of tenure allowance from tenure the entity 80 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shenzhen WorldUnion Vice GM and Secretary of Board in Yuan Properties Consultancy Shenzhen WorldUnion Properties 1 September 2013 Yes Hongchang Incorporated Consultancy Incorporated. China National Director of China National GeneBank Mei Yonghong GeneBank, BGI (CNGB) and the chairman of BGI 1 September 2015 Yes Agricultural Group Agricultural Group Deputy dean of the department of economy and management and the Li Qingyuan Wuhan University 1 December 2015 Yes director of the department of accounting of Wuhan University. ShenZhen Special Chairman of the Supervisory Economic Zone Real Committee of ShenZhen Special Dai Xianhua 16 January 2020 No Estate & Properties Economic Zone Real Estate & (Group) Co., Ltd. Properties (Group) Co., Ltd. Punishments imposed in the recent three years by the securities regulator on the incumbent directors, supervisors and senior management as well as those who left in the Reporting Period: □ Applicable √ Not applicable IV Remuneration of Directors, Supervisors and Senior Management Decision-making procedure, determination basis and actual payments of remuneration for directors, supervisors and senior management: During this Reporting Period, the board and the management of the Company signed statement of operation objectives responsibility for 2019, conducted appraisal system integrating operation indicators, classification indicators with management objectives. After the end of this 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 and senior management for the Reporting Period Unit: RMB'0,000 Total before-tax Any Incumbent/F remuneration Name Office title Gender Age remuneration ormer from the from related party Company Liu Party Secretary and Chairman of the Shengxian Male 49 Incumbent 113.31 No Board g Wang Director, Deputy Party Secretary, GM Male 54 Incumbent 136.11 No Hangjun Wei Director, Deputy Party Secretary Male 50 Incumbent 121.03 No Xiaodong 81 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shen Director and CFO Female 51 Incumbent 97.12 No Xueying Wang Ge Director Male 49 Incumbent Yes Zhang Director Male 42 Incumbent Yes Shilei Yuan Hongchan Independent Director Male 49 Incumbent 8 No g Mei Independent Director Male 56 Incumbent 8 No Yonghong Li Independent Director Male 43 Incumbent 8 No Qingyuan Dai Chairman of the Supervisory Male 58 Incumbent 100.19 No Xianhua Committee Zhang Supervisor Male 45 Incumbent Yes Manhua Li Supervisor Male 38 Incumbent Yes Qinghua Wang Employee supervisor, GM of ITC Female 50 Incumbent 62.4 No Qiuping Property Management Gu Employee supervisor, vice minister of Female 39 Incumbent 56.6 No Weimin Audit Department Fan Vice GM, General Counsel, Board Male 55 Incumbent 116.72 No Weiping Secretary Cai Lili Vice GM Female 48 Incumbent 116.54 No Li Peng Vice GM Male 44 Incumbent 121.03 No Zhang Vice GM Male 45 Incumbent 121.08 No Gejian Total -- -- -- -- 1,186.11 -- Equity incentives for directors, supervisors and senior management in the Reporting Period: □ Applicable √ Not applicable V Employees 1. Number, Functions and Educational Backgrounds of Employees Number of in-service employees of the Company as the parent 96 Number of in-service employees of major subsidiaries 7,673 Total number of in-service employees 7,769 82 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Total number of paid employees in the Reporting Period 7,769 Number of retirees to whom the Company as the parent or its 0 major subsidiaries need to pay retirement pensions Functions Function Employees Production 5,382 Sales 211 Technical 1,286 Financial 249 Administrative 467 Managerial 174 Total 7,769 Educational backgrounds Educational background Employees College and Technical secondary school graduates and above 3,269 High school graduates and below 4,500 Total 7,769 2. Employee Remuneration Policy In 2019, the Group stuck to remuneration system of industrialization within the Group and marketization in the industry, referred to market remuneration level of the same industry, reformed bravely and promoted the income distribution system reform of the whole Group stably by learning from external experience as well as multiple demonstration, completed remuneration performance management system, established incremental sharing mechanism, the Company HQ revised and implemented new remuneration performance system according to procedures; studied and revised organization framework design, department function division, fixed position and fixed arrangement, remuneration performance and incremental sharing system of subordinated Companies based on marketized principle; property management plate also has had policy study reserve according to business development needs and will launch at proper time. 3. Employee Training Plans In 2019, the Group promoted the construction of learning type organization, formulated training plan according to operation development needs, with the key contents including special courses of real estate, comprehensive management ability, team expansion, position ability and quality improvement, and other courses, taking the method of combining internal training and external training, organized all the employees to take part in training by grade as planned, improved the professional quality, business ability and execution ability of staff team, enhanced the understanding and conscientiousness for governing the enterprise by law and acting according to rules. 83 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 4. Labor Outsourcing □ Applicable √ Not applicable 84 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Part X Corporate Governance I General Information of Corporate Governance During this 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 this 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 Board 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. With the goal of constructing a standard management structure, the Company has established related regulations on Shareholders’ Meeting, Board of Directors and Board of Supervisors, to ensure effective rights to decision-making, execution and supervision respectively. The Shareholders’ Meeting shall have the highest right to review and make decision on major issues, including the Company’s business idea, investment plan, major trading items, capital changes, appointment and dismissal of directors and supervisors, within the legal scope as defined by laws, regulations and rules like the Company Law and Articles of Corporation. The Company has established and strictly followed various regulations, including Rules of Procedure of Shareholders’ Meeting, to ensure all shareholders’ rights. The Board of Directors has the right to business decision-making, responsible for the establishment and effective execution of the Company’s internal control as well. Besides, it further sets up four special committees, namely, Strategic Development & Investment Committee, Remuneration and Assessment Committee, Audit Committee and Nomination Committee, to improve its operating efficiency based on corresponding work rules. The Board of Supervisors acts as a supervising organ for the Company. It checks the Company’s finance, and supervises all jobs of the Company’s directors and senior management. Also, it is responsible for and reports to the Shareholders’ Meeting.The Company formulated and strictly executed Rules of Procedure of Board of Supervisors, Joint Conference System of Supervision Work and several other systems, to ensure the work of board of supervisors to carry out smoothly.The business management have the right to execution. They are appointed by the Board of Directors, and responsible for daily running of business management and internal control. The Company abided by the principle of being scientific, simplified and high efficient, set up Party-mass office, discipline inspection and supervision office, office of board of directors, comprehensive office (procedure and information center), HR department, financial management department (settlement center), investment development department, operation and management department, product management department (technological center), law and risk management department (letters and visits office, office of security committee), auditing department (office of board of supervisors). Each department perform its own functions, and strictly carries out work according to internal control system, to ensure the normal operation of the Company. The Company has always attached great importance on standardizing insider information management, formulated and completed Management Provisions on Information Disclosure, Work Procedures of Annual Report of Auditing Committee, Accountability System of Major Errors in Information Disclosure of Annual Report, Work System of Annual Report, Insider Management System of 85 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Insider Information, Management System of Investor Relationship, and other internal control system, to ensure the authenticity, accuracy and completeness of Company information disclosure. During the reporting period, the Company strictly carried out information disclosure, corporate governance conference organization, an other work according to requirements of securities supervision, disclosed information timely, accurately and completely, without any accidents which violate relevant internal control system of information disclosure. Indicate by tick market whether there is any material incompliance with the regulatory documents issued by the CSRC governing the governance of listed companies. □ Yes √ No No such cases in the Reporting Period. II The Company’s Independence from Its Controlling Shareholder in Business, Personnel, Asset, Organization and Financial Affairs 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 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. III Horizontal Competition □ Applicable √ Not applicable 86 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 IV Annual and Special General Meetings Convened during the Reporting Period 1. General Meeting Convened during the Reporting Period Investor Meeting Type Date of the meeting Disclosure date Index to disclosed information participation ratio The 1st Announcement on Resolutions Extraordinary Extraordinary of the 1st Extraordinary 63.92% 26 February 2019 27 February 2019 General Meeting General Meeting General Meeting of 2019 (No.: of 2019 2019-8) on Cninfo Announcement on Resolutions The 2018 Annual General of the 2018 Annual General Annual General 63.99% 19 April 2019 20 April 2019 Meeting Meeting (No.: 2019-17) on Meeting Cninfo The 2nd Announcement on Resolutions Extraordinary Extraordinary of the 2nd Extraordinary 2.05% 23 September 2019 24 September 2019 General Meeting General Meeting General Meeting of 2019 (No.: of 2019 2019-34) on Cninfo The 3rd Announcement on Resolutions Extraordinary Extraordinary of the 3rd Extraordinary 63.96% 4 November 2019 5 November 2019 General Meeting General Meeting General Meeting of 2019 (No.: of 2019 2019-43) on Cninfo The 4th Announcement on Resolutions Extraordinary Extraordinary of the 4th Extraordinary 63.90% 25 November 2019 26 November 2019 General Meeting General Meeting General Meeting of 2019 (No.: of 2019 2019-49) on Cninfo 2. Special General Meetings Convened at the Request of Preferred Shareholders with Resumed Voting Rights □ Applicable √ Not applicable V Performance of Duty by Independent Directors in the Reporting Period 1. Attendance of Independent Directors at Board Meetings and General Meetings Attendance of independent directors at board meetings and general meetings 87 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Total number Board Board of board Board meetings The independent Board meetings meetings the meetings the director failed to General Independent meetings attended by independent attended independe attend two meetings director attended on way of director was through a nt director consecutive board attended site telecommunica eligible to proxy failed to meetings (yes/no) tion attend attend Yuan Hongchang 9 2 7 0 0 No 5 Mei Yonghong 9 2 7 0 0 No 5 Li Qingyuan 9 2 7 0 0 No 5 Why any independent director failed to attend two consecutive board meetings: Not applicable 2. Objections Raised by Independent Directors on Matters of the Company Indicate by tick mark whether any independent directors raised any objections on any matter of the Company. □ Yes √ No No such cases in the Reporting Period. 3. Other Information about the Performance of Duty by Independent Directors Indicate by tick mark whether any suggestions from independent directors were adopted by the Company. √ Yes □ No Suggestions from independent directors adopted or not adopted by the Company: 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. VI Performance of Duty by Specialized Committees under the Board in the Reporting Period The four special committees under the board—the Strategic Development and Investment Committee, the Nomination Committee, the Remuneration and Appraisal Committee and the Audit 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 this Reporting Period, strategic development and investment committee paid attention to authorization of the board to project development and financing, kept good contact with the management and had a good knowledge of matters within their power. 2. Duty Performance of Nomination Committee During the Reporting Period, the Nomination Committee actively kept good contact with relevant departments, studied the demand for directors and senior management fitting the development and changes of the Company’s operation pattern and assets scale and put forward suggestions to the Board of Directors. 88 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 3. Duty Performance of Remuneration and Assessment Committee During this Reporting Period, remuneration and assessment committee earnestly performed their duties, kept good contact with the management and conducted three meetings respectively to review the performance appraisal result of the organization, remuneration performance management system, enterprise annuity plan and appraisal result of vice GMs. 4. Duty Performance of Audit Committee During this Reporting Period, audit committee held on-the-spot working conference four times, listened to report of Ruihua Certified Public Accountants (LLP) on audit work, deliberate preliminary audit opinion issued by Ruihua Certified Public Accountants (LLP) and proposed their opinions about 2018 Financial Statement of the Company. In addition, it reviewed and approved the Proposal on 2020 Comprehensive Budget (Draft) and issued written opinions about the Company’s change of CPAs. VII Performance of Duty by the Supervisory Committee Indicate by tick mark whether the Supervisory Committee found any risk to the Company during its supervision in the Reporting Period. □ Yes √ No The Supervisory Committee raised no objections in the Reporting Period. VIII Appraisal of and Incentive for Senior Management Within this Reporting Period, the annual operating target plan 2019 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. IX Internal Control 1. Material Internal Control Weaknesses Identified for the Reporting Period □ Yes √ No 2. Internal Control Self-Evaluation Report Disclosure date of the internal 18 March 2020 control self-evaluation report Index to the disclosed internal http://www.cninfo.com.cn control self-evaluation report Evaluated entities’ combined assets 99.00% as % of consolidated total assets Evaluated entities’ combined operating revenue as % of 100.00% consolidated operating revenue 89 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Identification standards for internal control weaknesses Weaknesses in internal control over financial Weaknesses in internal control not Type reporting related to financial reporting If the following situation occurred, could be recognized as the serious defect and other situation should be recognized as Indications of the serious defect of the financial the important defect or the common report were including: (1) to execute the defect respectively according to the misstatement correction of the great defect occurred influenced degree: (1) the on the reported and disclosed financial report by the decision-making of the significant events Company; (2) the audit institution discovered the of the Company lacked of the collective current financial report had great defect while the democratic decision-making process or internal control of the Company didn’t found out the collective democratic during the operating process; (3) the supervision of decision-making process was not the Company’s Audit and Risk Committee and the normative; (2) the decision-making of internal audit department on the internal control the Company was not scientific or the was invalid; (4) there was significant corrupt decision-making occurred serious practice among the Directors, Supervisors or Senior mistakes; (3) the operating or the Management. Indications of the important defect of decision-making seriously violated the the financial report were including: (1) didn’t abide national laws and regulations; (4) the Nature standard by the universally acknowledged accounting Company occurred serious standard to choose and apply the accounting environmental pollution or other events policies; (2) had not built up the anti-fraud process seriously effected the social public and the control measures; (3) had not built up the interests; (5) the media frequently corresponding control mechanism or had not occurred the significant negative news; executed the corresponding compensating control (6) lacked of the important business for the accounting treatment which was management system or the unconventional or with special transaction; (4) the systematicness of the system operation control during the process of the financial report at was invalid; (7) the constantly outflow of the period-end existed one or multiple defects that the key management personnel and could not guarantee the compile of the financial technical personnel of the Company; (8) report reach the goal of being real and complete. the great or significant internal control Common defect: refers to the other control defect defect of the Company could not be except for the above great defect and significant timely modified; (9) the Company defect. constantly or plentifully occurred the significant internal control defects; (10) other situation may lead the Company to seriously deviate from the control target. 90 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Serious defect: potential misstatement of the operating income≥1% of the operating income of the consolidated statements of the Company, potential misstatement of the total assets amount≥0.40% of the total assets of the consolidated statements of the Company, potential misstatement of the net assets≥1.00% of the net assets of the consolidated statements of the Company. Important defect: 0.50% of the operating Quantitative identification standard of income of the consolidated statements of the internal control defects in non financial Company≤misstatement<1% of the operating statement confirmed by the company will income of the consolidated statements of the mainly execute according to the amount Company; 0.2% of the total assets of the of direct economic loss caused by control Quantitative standard consolidated statements of the Company defectives and by referring to ≤misstatement<0.4% of the total assets of the quantitative identification standard consolidated statements of the Company, 0.5% of internal control defects in non financial the net assets of the consolidated statements of the statement. Company ≤misstatement<1% of the net assets of the consolidated statements of the Company. Common defect: misstatement of the operating income<0.5% of the operating income of the consolidated statements of the Company, misstatement of the total assets amount<0.2% of the total assets amount of the consolidated statements of the Company, misstatement of the net assets<0.5% of the net assets of the consolidated statements of the Company. Number of material weaknesses in internal control over financial 0 reporting Number of material weaknesses in internal control not related to 0 financial reporting Number of serious weaknesses in internal control over financial 0 reporting Number of serious weaknesses in internal control not related to 0 financial reporting X Independent Auditor’s Report on Internal Control √ Applicable □ Not applicable 91 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Opinion paragraph in the independent auditor’s 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. Independent auditor’s report on Disclosed internal control disclosed or not Disclosure date 18 March 2020 Index to such report disclosed http://www.cninfo.com.cn Type of the auditor’s opinion Unmodified unqualified opinion Material weaknesses in internal control not related to financial None reporting Indicate by tick mark whether any modified opinion is expressed in the independent auditor’s report on the Company’s internal control. □ Yes √ No Indicate by tick mark whether the independent auditor’s report on the Company’s internal control is consistent with the internal control self-evaluation report issued by the Company’s Board. √ Yes □ No 92 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Part XI Corporate Bonds Does the Company have any corporate bonds publicly offered on the stock exchange, which were outstanding before the date of this Report’s approval or were due but could not be redeemed in full? No. 93 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Part XII Financial Statements I Independent Auditor’s Report Type of the independent auditor’s opinion Unmodified unqualified opinion Date of signing this report 17 March 2020 Name of the independent auditor Pan-China Certified Public Accountants (LLP) Reference number of Audit Report Pan-China Audit Report [2020] No 7-90. Name of the certified public accountants Wang Huansen, Chen Yan Text of the Auditor’s Report Pan-China Audit Report [2020] No. 7-90 All shareholders of Shenzhen Properties & Resources Development (Group) Ltd.: 1. Opinion We have audited the financial statements of Shenzhen Properties & Resources Development (Group) Ltd. (the “Company”), which comprise the consolidated and parent company balance sheets as of 31 December 2019, the consolidated and parent company statements of income, cash flows and changes in owners’ equity for the year then ended, as well as the notes to the financial statements. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated and parent company financial position of the Company at 31 December 2019, and the consolidated and parent company operating results and cash flows for the year then ended, in conformity with the Chinese Accounting Standards (CAS). 2. Basis for Opinion We conducted our audits in accordance with the Audit Standards for Chinese Registered Accountants. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for Audit of Financial Statements section of our report. We are independent of the Company in accordance with the China Code of Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the said Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 3. Key audit items Key audit items are the items that are considered most important for the audit of the current financial statements based on our professional judgment. The response to these items is based on the audit of the financial statements as a whole and the formation of audit opinions. We do not comment on these items separately. (I) Revenue Recognition 1. Description See Note III (XXIII) and Note V (II) 1 of the financial report for details. The operating revenue of the Company was mainly generated from the sales of real estate developed by itself. In 2019, the operating revenue of the Company was RMB3,961,669,942.44, of which the operating revenue from sales of real estate was RMB2,666,917,880.15, accounting for 67.32% of total operating revenue. 94 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 According to the revenue recognition accounting policy of SZPRD, the recognition of the Company’s real estate sales income must meet the following conditions: the development product has been completed and qualified for acceptance, and the realization of sales revenue is recognized after the property is handed over to the owner in accordance with the contract. As operating revenue is one of the key performance indicators of the Company, there might be the inherent risk of the management of the Company intending to achieve certain goals or expectations through improper revenue recognition. Therefore, we identify revenue recognition as a key audit event. 2. Audit Response Audit procedures we implemented against revenue recognition mainly include: (1) Understand key internal control related to revenue recognition, evaluate its design and execution and test the operation effectiveness of relevant internal control; (2) Check key sale contracts, identify the terms related to the major risks and remuneration shift of commodity ownership, evaluate whether the revenue recognition policy complies with the regulation of the accounting standards for enterprises; (3) Implement the gross margin analysis on revenue by real estate projects, identify whether there are any significant or unusual fluctuations and find out the reasons; (4) We took samples from the project whose real estate sales revenue was recognized to check the sales contract, the payment status and the receipt of the building and to evaluate whether relevant real estate sales were recognized in accordance with the Group’s revenue recognition policy (5) For various projects whose real estate sales revenue was recognized before and after the balance sheet date, we selected some samples, checked the sales contract, the payment status and the receipt of the building to evaluate whether relevant real estate sales revenue was recognized during the appropriate period; (6) Check whether the information related to operating revenue has been properly presented in the financial statements. (II) Calculation and Withdrawal of VAT of Land 1. Description The land value-added tax is one of the major taxes payable by SZPRD, and for the real estate sold and developed by SZPRD, it’s required to pay the land value-added tax based on the land value-added amount and the progressive tax rate of 30% to 60%. However, for various real estate development enterprises specialized in constructing ordinary standard residential buildings for sales, if the value-added amount does not exceed 20% of the deducted project amount, they shall be exempted from paying the land value-added tax; otherwise, related taxes shall be calculated based on the added value. Therefore, at the end of each financial reporting period, the management needs to estimate the amount of the land value-added tax. In making the judgment on the estimation, main factors required to be considered include the provisions and explanations of relevant tax laws and regulations, and the estimated real estate sales revenue minus the estimated deductible land costs, real estate development costs, interest expenses, development costs etc. When SZPRD clears the land value-added tax, the actual tax payable may differ from the amount estimated by SZPRD. As the accrued land value-added tax accounts for a large proportion in the taxes and surcharges and taxes payable reflected in the consolidated financial statements, and the management’s judgment on the estimation includes various considerations such as the understanding of relevant tax laws, regulations and practices. Therefore, we have recognized the accrual of the land value-added tax of SZPRD as a key audit matter. 2. Audit Response (1) Understand key internal control related to VAT of land, evaluate its design and execution and test the operation effectiveness of relevant internal control; (2) Evaluate the accrual of the land value-added tax on 31 December 2019 by SZPRD, including the evaluation of SZPRD’s assumptions and judgment based on our understanding of the actual implementation of related tax laws by various local tax authorities, (3) Evaluate the management’s estimations on the deductible amount and SZPRD’s assumptions and judgment; (4) Re-calculate the land value-added tax accrued by SZPRD, and make a comparison between our calculated results and the amount 95 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 recorded by SZPRD. 4. Other Information The Company’s management (hereinafter referred to as the Management”) is responsible for the other information. The other information comprises all of the information included in the Company’s 2019 Annual Report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 5. Responsibilities of Management and Those Charged with Governance for Financial Statements The Management is responsible for the preparation of the financial statements that give a fair view in accordance with CAS, and for designing, implementing and maintaining such internal control as the management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Those charged with governance (hereinafter referred to as the “Governance”) are responsible for overseeing the Company’s financial reporting process. 6. Auditor’s Responsibilities for Audit of Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with CAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with CAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: (1) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. (2) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances without the purpose of issuing opinions about the effectiveness of internal control. (3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management. (4) Conclude on the appropriateness of the management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required by CAS to draw users’ attention in our auditor’s report to the related disclosures in the financial statements or. if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. 96 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (5) Evaluate the overall presentation, structure and content of the financial statements, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. (6) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding the planned scope and timing of the audit and significant audit findings, including any noteworthy deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Pan-China Certified Public Accountants (LLP) Chinese CPA: (Engagement Partner) Wang Huansen HangzhouChina Chinese CPA Chen Yan 17 March 2020 II Financial Statements Currency unit for the financial statements and the notes thereto: RMB 1. Consolidated Balance Sheet Prepared by Shenzhen Properties & Resources Development (Group) Ltd. 31 December 2019 Unit: RMB Item 31 December 2019 31 December 2018 Current assets: Monetary assets 3,297,890,935.91 3,894,546,925.52 Settlement reserve Interbank loans granted Held-for-trading financial assets 97 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Financial assets at fair value through profit or loss Derivative financial assets Notes receivable Accounts receivable 216,923,663.25 155,898,006.77 Accounts receivable financing Prepayments 69,546,774.17 59,546,657.35 Premiums receivable Reinsurance receivables Receivable reinsurance contract reserve Other receivables 917,981,165.74 80,037,483.65 Including: Interest receivable 13,055,107.15 Dividends receivable Financial assets purchased under resale agreements Inventories 4,913,510,876.66 1,396,154,603.04 Contractual assets Assets classified as held for sale Current portion of non-current assets Other current assets 42,500,585.94 17,233,435.58 Total current assets 9,458,354,001.67 5,603,417,111.91 Non-current assets: Loans and advances to customers Investments in debt obligations Available-for-sale financial assets 3,621,381.11 Investments in other debt obligations Held-to-maturity investments Long-term receivables Long-term equity investments 45,076,122.72 39,999,283.24 Investments in other equity 1,580,475.86 instruments Other non-current financial assets Investment property 503,323,428.61 639,167,209.48 Fixed assets 93,557,782.83 102,516,975.36 98 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Construction in progress Productive living assets Oil and gas assets Use rights assets Intangible assets 700,369.66 455,300.38 R&D expense Goodwill Long-term prepaid expense 7,034,472.79 3,493,237.29 Deferred income tax assets 658,153,122.73 520,832,796.49 Other non-current assets 4,711,963.66 109,851,318.29 Total non-current assets 1,314,137,738.86 1,419,937,501.64 Total assets 10,772,491,740.53 7,023,354,613.55 Current liabilities: Short-term borrowings Borrowings from the central bank Interbank loans obtained Held-for-trading financial liabilities Financial liabilities at fair value through profit or loss Derivative financial liabilities Notes payable Accounts payable 577,689,139.10 435,350,850.19 Advances from customers 728,186,032.63 278,045,801.46 Contractual liabilities Financial assets sold under repurchase agreements Customer deposits and interbank deposits Payables for acting trading of securities Payables for underwriting of securities Payroll payable 143,493,868.80 126,062,756.70 Taxes payable 2,598,283,291.68 1,580,024,773.11 Other payables 1,149,104,928.85 656,720,054.30 99 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Including: Interest payable 1,669.10 Dividends payable 12,202,676.04 12,434,579.81 Handling charges and commissions payable Reinsurance payables Liabilities directly associated with assets classified as held for sale Current portion of non-current 3,921,032.24 liabilities Other current liabilities Total current liabilities 5,200,678,293.30 3,076,204,235.76 Non-current liabilities: Insurance contract reserve Long-term borrowings 2,193,833,000.00 1,000,000.00 Bonds payable Including: Preferred shares Perpetual bonds Lease liabilities Long-term payables Long-term payroll payable Provisions 2,903,327.87 Deferred income 341,259.63 Deferred income tax liabilities 3,821.08 5,275.60 Other non-current liabilities 108,164,737.46 64,627,587.61 Total non-current liabilities 2,305,246,146.04 65,632,863.21 Total liabilities 7,505,924,439.34 3,141,837,098.97 Owners’ equity: Share capital 595,979,092.00 595,979,092.00 Other equity instruments Including: Preferred shares Perpetual bonds Capital reserves 80,488,045.38 483,347,184.25 Less: Treasury stock Other comprehensive income -2,698,371.44 -1,786,181.69 Specific reserve 100 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Surplus reserves 17,060,448.05 299,569,569.96 General reserve Retained earnings 2,457,119,795.39 2,495,296,440.15 Total equity attributable to owners of 3,147,949,009.38 3,872,406,104.67 the Company as the parent Non-controlling interests 118,618,291.81 9,111,409.91 Total owners’ equity 3,266,567,301.19 3,881,517,514.58 Total liabilities and owners’ equity 10,772,491,740.53 7,023,354,613.55 Legal representative: Liu Shengxiang Head of financial affairs: Cai Lili Head of the financial department: Liu Qiang 2. Balance Sheet of the Company as the Parent Unit: RMB Item 31 December 2019 31 December 2018 Current assets: Monetary assets 2,455,001,204.14 2,520,788,994.16 Held-for-trading financial assets Financial assets at fair value through profit or loss Derivative financial assets Notes receivable Accounts receivable 755,932.14 1,853,494.72 Accounts receivable financing Prepayments 496,729.09 829,683.68 Other receivables 501,082,153.81 1,306,715,826.93 Including: Interest receivable 8,229,503.58 Dividends receivable Inventories 624,499,208.02 105,840,115.24 Contractual assets Assets classified as held for sale Current portion of non-current assets Other current assets 1,113,935.28 Total current assets 3,582,949,162.48 3,936,028,114.73 101 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Non-current assets: Investments in debt obligations Available-for-sale financial assets 3,851,881.11 Investments in other debt obligations Held-to-maturity investments Long-term receivables Long-term equity investments 1,070,542,003.11 239,501,956.17 Investments in other equity 1,810,975.86 instruments Other non-current financial assets Investment property 312,638,785.76 317,313,917.65 Fixed assets 26,337,488.29 9,121,637.65 Construction in progress Productive living assets Oil and gas assets Use rights assets Intangible assets R&D expense Goodwill Long-term prepaid expense 605,416.29 778,392.57 Deferred income tax assets 343,958,821.07 315,888,967.26 Other non-current assets 1,613,657,031.92 104,132,920.00 Total non-current assets 3,369,550,522.30 990,589,672.41 Total assets 6,952,499,684.78 4,926,617,787.14 Current liabilities: Short-term borrowings Held-for-trading financial liabilities Financial liabilities at fair value through profit or loss Derivative financial liabilities Notes payable Accounts payable 64,503,938.37 124,501,464.28 Advances from customers 320,469.53 75,895,087.75 Contractual liabilities Payroll payable 36,735,205.68 31,224,455.28 102 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Taxes payable 1,322,751,671.37 1,402,388,742.76 Other payables 3,146,684,268.89 224,875,980.31 Including: Interest payable Dividends payable 29,642.40 29,642.40 Liabilities directly associated with assets classified as held for sale Current portion of non-current liabilities Other current liabilities Total current liabilities 4,570,995,553.84 1,858,885,730.38 Non-current liabilities: Long-term borrowings Bonds payable Including: Preferred shares Perpetual bonds Lease liabilities Long-term payables Long-term payroll payable Provisions Deferred income Deferred income tax liabilities Other non-current liabilities 40,000,000.00 Total non-current liabilities 40,000,000.00 Total liabilities 4,610,995,553.84 1,858,885,730.38 Owners’ equity: Share capital 595,979,092.00 595,979,092.00 Other equity instruments Including: Preferred shares Perpetual bonds Capital reserves 53,876,380.11 92,326,467.62 Less: Treasury stock Other comprehensive income -2,051,268.24 Specific reserve Surplus reserves 16,403,637.61 298,912,759.52 Retained earnings 1,677,296,289.46 2,080,513,737.62 103 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Total owners’ equity 2,341,504,130.94 3,067,732,056.76 Total liabilities and owners’ equity 6,952,499,684.78 4,926,617,787.14 3. Consolidated Income Statement Unit: RMB Item 2019 2018 1. Revenue 3,961,669,942.44 3,376,673,249.90 Including: Operating revenue 3,961,669,942.44 3,376,673,249.90 Interest income Premium income Handling charge and commission income 2. Costs and expenses 2,966,054,505.18 2,477,752,293.95 Including: Cost of sales 1,433,615,885.43 1,710,290,550.93 Interest expense Handling charge and commission expense Surrenders Net claims paid Net amount provided as insurance contract reserve Expenditure on policy dividends Reinsurance premium expense Taxes and surcharges 1,081,511,281.04 624,413,173.01 Selling expense 111,553,952.50 46,501,225.18 Administrative expense 204,654,552.64 162,378,284.09 R&D expense Finance costs 134,718,833.57 -65,830,939.26 Including: Interest 194,545,794.14 284,918.67 expense Interest 61,860,403.42 67,282,441.97 income Add: Other income 5,150,377.43 312,339.94 Return on investment (“-” for loss) 5,076,839.48 1,889,021.11 104 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Including: Share of profit or loss 5,076,839.48 1,268,890.28 of joint ventures and associates Income from the derecognition of financial assets at amortized cost (“-” for loss) Foreign exchange gain (“-” for loss) Net gain on exposure hedges (“-” for loss) Gain on changes in fair value (“-” for loss) Credit impairment loss (“-” for -18,701,016.31 loss) Asset impairment loss (“-” for loss) -1,234,250.84 2,592,077.88 Asset disposal income (“-” for -8,096.97 loss) 3. Operating profit (“-” for loss) 985,907,387.02 903,706,297.91 Add: Non-operating income 23,732,348.28 19,094,959.16 Less: Non-operating expense 4,793,503.85 4,435,733.97 4. Profit before tax (“-” for loss) 1,004,846,231.45 918,365,523.10 Less: Income tax expense 262,716,180.91 220,260,863.60 5. Net profit (“-” for net loss) 742,130,050.54 698,104,659.50 5.1 By operating continuity 5.1.1 Net profit from continuing 742,061,273.73 698,866,085.82 operations (“-” for net loss) 5.1.2 Net profit from discontinued 68,776.81 -761,426.32 operations (“-” for net loss) 5.2 By ownership 5.2.1 Net profit attributable to 817,805,780.12 698,050,728.96 owners of the Company as the parent 5.2.1 Net profit attributable to -75,675,729.58 53,930.54 non-controlling interests 6. Other comprehensive income, net of -912,189.75 2,325,405.45 tax Attributable to owners of the Company -912,189.75 2,325,405.45 as the parent 6.1 Items that will not be -2,051,268.24 reclassified to profit or loss 105 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 6.1.1 Changes caused by remeasurements on defined benefit pension schemes 6.1.2 Other comprehensive income that will not be reclassified to profit or loss under the equity method 6.1.3 Changes in the fair value of -2,051,268.24 investments in other equity instruments 6.1.4 Changes in the fair value of the company’s credit risks 6.1.5 Other 6.2 Items that will be reclassified to 1,139,078.49 2,325,405.45 profit or loss 6.2.1 Other comprehensive income that will be reclassified to profit or loss under the equity method 6.2.2 Changes in the fair value of investments in other debt obligations 6.2.3 Gain/Loss on changes in the fair value of available-for-sale financial assets 6.2.4 Other comprehensive income arising from the reclassification of financial assets 6.2.5 Gain/Loss arising from the reclassification of held-to-maturity investments to available-for-sale financial assets 6.2.6 Allowance for credit impairments in investments in other debt obligations 6.2.7 Reserve for cash flow hedges 6.2.8 Differences arising from the translation of foreign 1,139,078.49 2,325,405.45 currency-denominated financial statements 6.2.9 Other Attributable to non-controlling interests 106 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 7. Total comprehensive income 741,217,860.79 700,430,064.95 Attributable to owners of the Company 816,893,590.37 700,376,134.41 as the parent Attributable to non-controlling -75,675,729.58 53,930.54 interests 8. Earnings per share 8.1 Basic earnings per share 1.3722 1.1713 8.2 Diluted earnings per share 1.3722 1.1713 Where business combinations under common control occurred in the current period, the net profit achieved by the acquirees before the combinations was RMB118,680,871.93, with the amount for last year being RMB105,442,907.48. Legal representative: Liu Shengxiang Head of financial affairs: Cai Lili Head of the financial department: Liu Qiang 4. Income Statement of the Company as the Parent Unit: RMB Item 2019 2018 1. Operating revenue 393,330,909.38 1,280,644,589.75 Less: Cost of sales 61,706,002.23 225,828,386.48 Taxes and surcharges 152,745,770.45 525,630,333.93 Selling expense 13,078,323.49 19,343,750.44 Administrative expense 77,139,133.61 47,578,406.12 R&D expense Finance costs -43,712,067.17 -54,255,168.19 Including: Interest expense Interest income 42,193,217.20 50,378,375.05 Add: Other income 85,442.53 Return on investment (“-” for 86,697,646.64 1,834,522.57 loss) Including: Share of profit or 5,076,839.48 1,268,890.28 loss of joint ventures and associates Income from the derecognition of financial assets at amortized cost (“-” for loss) Net gain on exposure hedges (“-” for loss) 107 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Gain on changes in fair value (“-” for loss) Credit impairment loss (“-” for 811,051.45 loss) Asset impairment loss (“-” for -47,377,759.48 loss) Asset disposal income (“-” for loss) 2. Operating profit (“-” for loss) 219,967,887.39 470,975,644.06 Add: Non-operating income 359,518.50 963,333.70 Less: Non-operating expense 1,292,469.73 711,102.23 3. Profit before tax (“-” for loss) 219,034,936.16 471,227,875.53 Less: Income tax expense 54,998,560.04 132,509,442.15 4. Net profit (“-” for net loss) 164,036,376.12 338,718,433.38 4.1 Net profit from continuing 164,036,376.12 338,718,433.38 operations (“-” for net loss) 4.2 Net profit from discontinued operations (“-” for net loss) 5. Other comprehensive income, net of -2,051,268.24 tax 5.1 Items that will not be reclassified -2,051,268.24 to profit or loss 5.1.1 Changes caused by remeasurements on defined benefit pension schemes 5.1.2 Other comprehensive income that will not be reclassified to profit or -2,051,268.24 loss under the equity method 5.1.3 Changes in the fair value of investments in other equity instruments 5.1.4 Changes in the fair value of the company’s credit risks 5.1.5 Other 5.2 Items that will be reclassified to profit or loss 5.2.1 Other comprehensive income that will be reclassified to profit or loss under the equity method 108 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 5.2.2 Changes in the fair value of investments in other debt obligations 5.2.3 Gain/Loss on changes in the fair value of available-for-sale financial assets 5.2.4 Other comprehensive income arising from the reclassification of financial assets 5.2.5 Gain/Loss arising from the reclassification of held-to-maturity investments to available-for-sale financial assets 5.2.6 Allowance for credit impairments in investments in other debt obligations 5.2.7 Reserve for cash flow hedges 5.2.8 Differences arising from the translation of foreign currency-denominated financial statements 5.2.9 Other 6. Total comprehensive income 161,985,107.88 338,718,433.38 7. Earnings per share 7.1 Basic earnings per share 0.2752 0.5683 7.2 Diluted earnings per share 0.2752 0.5683 5. Consolidated Cash Flow Statement Unit: RMB Item 2019 2018 1. Cash flows from operating activities: Proceeds from sale of commodities 4,536,821,506.05 3,243,653,946.59 and rendering of services Net increase in customer deposits and interbank deposits Net increase in borrowings from the central bank Net increase in loans from other financial institutions 109 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Premiums received on original insurance contracts Net proceeds from reinsurance Net increase in deposits and investments of policy holders Interest, handling charges and commissions received Net increase in interbank loans obtained Net increase in proceeds from repurchase transactions Net proceeds from acting trading of securities Tax rebates 51,795.24 Cash generated from other operating 727,613,534.88 124,455,322.34 activities Subtotal of cash generated from 5,264,435,040.93 3,368,161,064.17 operating activities Payments for commodities and 2,805,353,837.83 680,343,701.88 services Net increase in loans and advances to customers Net increase in deposits in the central bank and in interbank loans granted Payments for claims on original insurance contracts Net increase in interbank loans granted Interest, handling charges and commissions paid Policy dividends paid Cash paid to and for employees 635,119,649.94 550,174,464.52 Taxes paid 698,846,233.34 792,878,768.68 Cash used in other operating 185,325,753.86 113,046,072.91 activities Subtotal of cash used in operating 4,324,645,474.97 2,136,443,007.99 activities 110 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Net cash generated from/used in 939,789,565.96 1,231,718,056.18 operating activities 2. Cash flows from investing activities: Proceeds from disinvestment Return on investment Net proceeds from the disposal of fixed assets, intangible assets and other 357,613.40 115,576.54 long-lived assets Net proceeds from the disposal of 79,901,686.57 subsidiaries and other business units Cash generated from other investing activities Subtotal of cash generated from 357,613.40 80,017,263.11 investing activities Payments for the acquisition of fixed assets, intangible assets and other 62,167,787.99 25,212,463.57 long-lived assets Payments for investments 100,000,000.00 Net increase in pledged loans granted Net payments for the acquisition of 969,530,215.99 subsidiaries and other business units Cash used in other investing activities Subtotal of cash used in investing 1,031,698,003.98 125,212,463.57 activities Net cash generated from/used in -1,031,340,390.58 -45,195,200.46 investing activities 3. Cash flows from financing activities: Capital contributions received 3,220,000.00 2,450,000.00 Including: Capital contributions by 3,220,000.00 2,450,000.00 non-controlling interests to subsidiaries Borrowings obtained 2,193,000,000.00 1,000,000.00 Cash generated from other financing 40,000,000.00 activities Subtotal of cash generated from 2,236,220,000.00 3,450,000.00 financing activities Repayments of borrowings 2,193,067,000.00 11,000,000.00 Payments for interest and dividends 423,796,908.60 187,234,654.66 111 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Including: Dividends paid by subsidiaries to non-controlling interests Cash used in other financing 123,502,169.51 activities Subtotal of cash used in financing 2,740,366,078.11 198,234,654.66 activities Net cash generated from/used in -504,146,078.11 -194,784,654.66 financing activities 4. Effect of foreign exchange rate 14,878.31 5,376.09 changes on cash and cash equivalents 5. Net increase in cash and cash -595,682,024.42 991,743,577.15 equivalents Add: Cash and cash equivalents, 3,881,027,257.89 2,889,283,680.74 beginning of the period 6. Cash and cash equivalents, end of the 3,285,345,233.47 3,881,027,257.89 period 6. Cash Flow Statement of the Company as the Parent Unit: RMB Item 2019 2018 1. Cash flows from operating activities: Proceeds from sale of commodities 338,520,399.21 1,414,305,014.68 and rendering of services Tax rebates Cash generated from other operating 3,301,015,120.23 43,112,205.17 activities Subtotal of cash generated from 3,639,535,519.44 1,457,417,219.85 operating activities Payments for commodities and 617,310,657.83 7,075,382.01 services Cash paid to and for employees 47,049,144.09 38,651,894.17 Taxes paid 342,530,888.32 148,571,148.46 Cash used in other operating 45,901,384.05 246,528,170.36 activities Subtotal of cash used in operating 1,052,792,074.29 440,826,595.00 activities 112 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Net cash generated from/used in 2,586,743,445.15 1,016,590,624.85 operating activities 2. Cash flows from investing activities: Proceeds from disinvestment 100,000,000.00 Return on investment 42,319,444.45 Net proceeds from the disposal of fixed assets, intangible assets and other 690.00 long-lived assets Net proceeds from the disposal of 73,001,849.11 subsidiaries and other business units Cash generated from other investing activities Subtotal of cash generated from 142,320,134.45 73,001,849.11 investing activities Payments for the acquisition of fixed assets, intangible assets and other 25,563,107.56 4,936,323.59 long-lived assets Payments for investments 2,634,574,943.74 100,000,000.00 Net payments for the acquisition of 39,351,392.06 subsidiaries and other business units Cash used in other investing activities Subtotal of cash used in investing 2,660,138,051.30 144,287,715.65 activities Net cash generated from/used in -2,517,817,916.85 -71,285,866.54 investing activities 3. Cash flows from financing activities: Capital contributions received Borrowings obtained Cash generated from other financing 40,000,000.00 activities Subtotal of cash generated from 40,000,000.00 financing activities Repayments of borrowings Payments for interest and dividends 178,793,727.60 178,793,727.60 Cash used in other financing activities 113 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Subtotal of cash used in financing 178,793,727.60 178,793,727.60 activities Net cash generated from/used in -138,793,727.60 -178,793,727.60 financing activities 4. Effect of foreign exchange rate 14,878.31 5,212.00 changes on cash and cash equivalents 5. Net increase in cash and cash -69,853,320.99 766,516,242.71 equivalents Add: Cash and cash equivalents, 2,520,788,994.16 1,754,272,751.45 beginning of the period 6. Cash and cash equivalents, end of the 2,450,935,673.17 2,520,788,994.16 period 7. Consolidated Statements of Changes in Owners’ Equity 2019 Unit: RMB 2019 Equity attributable to owners of the Company as the parent Other equity Other Non-c Total instruments Less: compr Surplu Retain ontroll Item owners Share Capital Specifi Genera Prefe Perpe Treasu ehensi s ed Subtot ing capita reserve c l Other ’ rred tual ry ve reserve earnin al interes l Other s reserve reserve equity share bond stock incom s gs ts s s e 1. Balances as 595,9 483,34 299,56 2,495, 3,872, 3,881, -1,786, 9,111,4 at the end of the 79,09 7,184. 9,569. 296,44 406,10 517,51 181.69 09.91 prior year 2.00 25 96 0.15 4.67 4.58 Add: Adjustments for changed accounting policies Adjustments for corrections of previous errors 114 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Adjustments for business combinations under common control Other adjustments 2. Balances as 595,9 483,34 299,56 2,495, 3,872, 3,881, -1,786, 9,111,4 at the beginning 79,09 7,184. 9,569. 296,44 406,10 517,51 181.69 09.91 of the year 2.00 25 96 0.15 4.67 4.58 3. Increase/ -402,8 -282,5 -38,17 -724,4 109,50 -614,9 decrease in the -912,1 59,138 09,121 6,644. 57,095 6,881. 50,213 period (“-” for 89.75 .87 .91 76 .29 90 .39 decrease) 3.1 Total 817,80 816,89 -75,67 741,21 -912,1 comprehensive 5,780. 3,590. 5,729. 7,860. 89.75 income 12 37 58 79 3.2 Capital -402,8 -298,9 -660,7 -1,362, 185,18 -1,177, increased and 59,138 12,759 85,059 556,95 2,611. 374,34 reduced by .87 .52 .67 8.06 48 6.58 owners 3.2.1 Ordinary shares 3,220, 3,220, increased by 000.00 000.00 owners 3.2.2 Capital increased by holders of other equity instruments 3.2.3 Share-based payments included in owners’ equity -402,8 -298,9 -660,7 -1,362, 181,96 -1,180, 3.2.4 Other 59,138 12,759 85,059 556,95 2,611. 594,34 .87 .52 .67 8.06 48 6.58 115 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 16,403 -195,1 -178,7 -178,7 3.3 Profit ,637.6 97,365 93,727 93,727 distribution 1 .21 .60 .60 3.3.1 16,403 -16,40 Appropriation ,637.6 3,637. to surplus 1 61 reserves 3.3.2 Appropriation to general reserve 3.3.3 -178,7 -178,7 -178,7 Appropriation 93,727 93,727 93,727 to owners (or .60 .60 .60 shareholders) 3.3.4 Other 3.4 Transfers within owners’ equity 3.4.1 Increase in capital (or share capital) from capital reserves 3.4.2 Increase in capital (or share capital) from surplus reserves 3.4.3 Loss offset by surplus reserves 3.4.4 Changes in defined benefit pension schemes transferred to retained earnings 116 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 3.4.5 Other comprehensive income transferred to retained earnings 3.4.6 Other 3.5 Specific reserve 3.5.1 Increase in the period 3.5.2 Used in the period 3.6 Other 4. Balances as 595,9 80,488 17,060 2,457, 3,147, 118,61 3,266, -2,698, at the end of the 79,09 ,045.3 ,448.0 119,79 949,00 8,291. 567,30 371.44 period 2.00 8 5 5.39 9.38 81 1.19 2018 Unit: RMB 2018 Equity attributable to owners of the Company as the parent Other equity Other Non-co instruments Less: compr Surplu Retain ntrollin Total Item Share Capital Specifi Genera Prefe Perp Treasu ehensi s ed Subtot g owners’ capita reserve c l Other rred etual ry ve reserve earnin al interest equity l Other s reserve reserve share bond stock incom s gs s s s e 1. Balances as 595,9 118,93 299,56 1,911, 2,921, 2,922,5 -4,111, 862,087 at the end of 79,09 8,132. 9,569. 318,58 693,79 55,881. 587.14 .06 the prior year 2.00 89 96 6.37 4.08 14 Add: Adjustments for changed accounting policies Adjustments for corrections of previous errors 117 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Adjustments for business 364,30 72,876 437,18 5,745,3 442,931 combinations 9,051. ,860.8 5,912. 92.31 ,304.48 under common 36 1 17 control Other adjustments 2. Balances as 595,9 483,24 299,56 1,984, 3,358, 3,365,4 at the -4,111, 6,607,4 79,09 7,184. 9,569. 195,44 879,70 87,185. beginning of 587.14 79.37 2.00 25 96 7.18 6.25 62 the year 3. Increase/ 511,10 513,52 decrease in the 100,00 2,325, 2,503,9 516,030 0,992. 6,398. period (“-” for 0.00 405.45 30.54 ,328.96 97 42 decrease) 3.1 Total 698,05 700,37 2,325, 53,930. 700,430 comprehensive 0,728. 6,134. 405.45 54 ,064.95 income 96 41 3.2 Capital increased and 100,00 100,00 2,450,0 2,550,0 reduced by 0.00 0.00 00.00 00.00 owners 3.2.1 Ordinary shares 100,00 100,00 2,450,0 2,550,0 increased by 0.00 0.00 00.00 00.00 owners 3.2.2 Capital increased by holders of other equity instruments 3.2.3 Share-based payments included in owners’ equity 3.2.4 Other 118 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 -186,9 -186,9 -186,94 3.3 Profit 49,735 49,735 9,735.9 distribution .99 .99 9 3.3.1 Appropriation to surplus reserves 3.3.2 Appropriation to general reserve 3.3.3 -186,9 -186,9 -186,94 Appropriation 49,735 49,735 9,735.9 to owners (or .99 .99 9 shareholders) 3.3.4 Other 3.4 Transfers within owners’ equity 3.4.1 Increase in capital (or share capital) from capital reserves 3.4.2 Increase in capital (or share capital) from surplus reserves 3.4.3 Loss offset by surplus reserves 119 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 3.4.4 Changes in defined benefit pension schemes transferred to retained earnings 3.4.5 Other comprehensive income transferred to retained earnings 3.4.6 Other 3.5 Specific reserve 3.5.1 Increase in the period 3.5.2 Used in the period 3.6 Other 4. Balances as 595,9 483,34 299,56 2,495, 3,872, 3,881,5 -1,786, 9,111,4 at the end of 79,09 7,184. 9,569. 296,44 406,10 17,514. 181.69 09.91 the period 2.00 25 96 0.15 4.67 58 8. Statements of Changes in Owners’ Equity of the Company as the Parent 2019 Unit: RMB 2019 Other equity Other Retaine instruments Less: Total Item Share Capital compreh Specific Surplus d Preferr Perpet Treasury Other owners’ capital reserves ensive reserve reserves earning ed ual Other stock equity income s shares bonds 120 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 1. Balances as at 595,97 2,080,5 92,326,4 298,912, 3,067,732, the end of the 9,092.0 13,737. 67.62 759.52 056.76 prior year 0 62 Add: Adjustments for changed accounting policies Adjustments for corrections of previous errors Other adjustments 2. Balances as at 595,97 2,080,5 92,326,4 298,912, 3,067,732, the beginning of 9,092.0 13,737. 67.62 759.52 056.76 the year 0 62 3. Increase/ -403,21 decrease in the -38,450, -2,051,2 -282,509 -726,227,9 7,448.1 period (“-” for 087.51 68.24 ,121.91 25.82 6 decrease) 3.1 Total 164,03 -2,051,2 161,985,1 comprehensive 6,376.1 68.24 07.88 income 2 3.2 Capital -372,05 increased and -38,450, -298,912 -709,419,3 6,459.0 reduced by 087.51 ,759.52 06.10 7 owners 3.2.1 Ordinary shares increased by owners 3.2.2 Capital increased by holders of other equity instruments 3.2.3 Share-based payments included in owners’ equity 121 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 -372,05 -38,450, -298,912 -709,419,3 3.2.4 Other 6,459.0 087.51 ,759.52 06.10 7 -195,19 3.3 Profit 16,403,6 -178,793,7 7,365.2 distribution 37.61 27.60 1 3.3.1 16,403,6 -16,403 Appropriation to 37.61 ,637.61 surplus reserves 3.3.2 -178,79 Appropriation to -178,793,7 3,727.6 owners (or 27.60 0 shareholders) 3.3.3 Other 3.4 Transfers within owners’ equity 3.4.1 Increase in capital (or share capital) from capital reserves 3.4.2 Increase in capital (or share capital) from surplus reserves 3.4.3 Loss offset by surplus reserves 3.4.4 Changes in defined benefit pension schemes transferred to retained earnings 3.4.5 Other comprehensive income transferred to retained earnings 122 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 3.4.6 Other 3.5 Specific reserve 3.5.1 Increase in the period 3.5.2 Used in the period 3.6 Other 4. Balances as at 595,97 1,677,2 53,876,3 -2,051,2 16,403,6 2,341,504, the end of the 9,092.0 96,289. 80.11 68.24 37.61 130.94 period 0 46 2018 Unit: RMB 2018 Other equity Other instruments Less: Total Item Share Capital compre Specific Surplus Retained Preferr Perpet Treasur Other owners’ capital reserves hensive reserve reserves earnings ed ual Other y stock equity income shares bonds 1. Balances as 595,97 94,057, 298,912 1,920,589 2,909,538,7 at the end of the 9,092. 859.68 ,759.52 ,031.84 43.04 prior year 00 Add: Adjustments for changed accounting policies Adjustments for corrections of previous errors Other adjustments 2. Balances as 595,97 94,057, 298,912 1,920,589 2,909,538,7 at the beginning 9,092. 859.68 ,759.52 ,031.84 43.04 of the year 00 123 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 3. Increase/ decrease in the -1,731,3 159,924,7 158,193,31 period (“-” for 92.06 05.78 3.72 decrease) 3.1 Total 338,718,4 338,718,43 comprehensive 33.38 3.38 income 3.2 Capital increased and reduced by owners 3.2.1 Ordinary shares increased by owners 3.2.2 Capital increased by holders of other equity instruments 3.2.3 Share-based payments included in owners’ equity 3.2.4 Other 3.3 Profit -178,793, -178,793,72 distribution 727.60 7.60 3.3.1 Appropriation to surplus reserves 3.3.2 Appropriation -178,793, -178,793,72 to owners (or 727.60 7.60 shareholders) 3.3.3 Other 3.4 Transfers -1,731,392. within owners’ 06 equity 124 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 3.4.1 Increase in capital (or share capital) from capital reserves 3.4.2 Increase in capital (or share capital) from surplus reserves 3.4.3 Loss offset by surplus reserves 3.4.4 Changes in defined benefit pension schemes transferred to retained earnings 3.4.5 Other comprehensive income transferred to retained earnings -1,731,392. 3.4.6 Other 06 3.5 Specific reserve 3.5.1 Increase in the period 3.5.2 Used in the period -1,731,3 3.6 Other 92.06 4. Balances as 595,97 92,326, 298,912 2,080,513 3,067,732,0 at the end of the 9,092. 467.62 ,759.52 ,737.62 56.76 period 00 125 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 III Company Profile Shenzhen Properties & Resources Development (Group) Ltd. (hereinafter referred to as “the Company” or “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. It was registered with Shenzhen Industrial and Commercial Administration Bureau on 17 January 1983 with Shenzhen as its headquarters. Now the Company holds the business license for legal person with the registration number/unified social credit code of 91440300192174135N. The registered capital was RMB595,979,092 with the total shares of 595,979,092 (RMB1 face value per share), among which, restricted public shares: 1,931,280 A shares and 0 B shares; unrestricted public shares: 526,442,569 A shares and 67,605,243 B shares. The stock of the Company has been listed on the Shenzhen Stock Exchange on 30 March 1992. The Company is in the real estate sector. Its main business includes development of real estate and sale of commercial housing, construction and management of buildings, house rent, supervision of construction, domestic trading and materials supply and marketing (excluding exclusive dealing and monopoly sold products and commodities under special control to purchase). Main products or services rendered mainly include the development and sales of commercial residential housing; property management; buildings and the building devices maintenance, garden afforest and cleaning service; property leasing; supervise and management of the engineering; retails of the Chinese food, Western-style food and wines, and etc. The financial statements were approved and authorized for issue by the 13th Meeting of the 9th Board of Directors of the Company on 17 March 2020. There were 43 subsidiaries including Shenzhen Huangcheng Real Estate Co., Ltd., Dongguan Guomao Changsheng Real Estate Development Co., Ltd., Shenzhen International Trade Center Property Management Co., Ltd. included in the consolidation financial statements in 2019. Please refer to the Note VIII and Note IX of the financial statements for details. IV. Basis for the Preparation of Financial Statements 1. Preparation Basis The financial statement of the Company was prepared on the base of the assumption of continuation. 2. Continuation There was no such case where the sustainable operation ability within 12 months since the end of the Reporting Period was highly doubted. V. Important Accounting Policies and Estimations Indication of specific accounting policies and estimations: 1. Statement for Complying with the Accounting Standard for Business Enterprise The financial statements for the Reporting Period prepared by the Company are in compliance with the requirements of the accounting standard for business enterprise, and have reflected the Company’s financial status, operating results and cash flows in an accurate and complete way. 126 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 2. Fiscal Period The fiscal year of the Company is a solar calendar year, which is from 1 January to 31 December. 3. Operating Cycle Except for the real estate industry, other businesses run by the Company have relatively short operating cycles according to the classification standard of 12-month’s liquidity of assets and liabilities. The operating cycle of the real estate industry shall be generally more than 12 months from real estate development to cash the sales. The specific cycle shall be determined by the development project and classified by the assets and liabilities liquidity. 4. Standard Currency of Accounts The Company adopts Renminbi as a standard currency of accounts. 5. Accounting Process of Business Combinations under the Same Control and not under the Same Control 1. Accounting Process of Business Combinations under the Same Control The assets and liabilities that the Company obtains in a business combination shall be measured on the basis of their carrying amount combined party in the consolidated financial statements of the final controller on the combining date. As for the balance between the carrying amount of combined party’s owners equities in the consolidated financial statements of the final controller and the carrying amount of the consideration paid by it or the total par value of the shares issued), the additional paid-in capital shall be adjusted. If the additional paid-in capital is not sufficient to be offset, the retained earnings shall be adjusted. 2. Accounting Process of Business Combinations not under the Same Control The Company shall recognize the positive balance between the combination costs and the fair value of the identifiable net assets obtained from the acquiree on purchase date as goodwill. If the combination costs are less than the fair value of the identifiable net assets obtained from the acquire, the Company shall recheck the various identifiable assets and liabilities obtained from the acquire, fair value with liabilities, and measurement of combination costs. If the combination costs are less than the fair value of the identifiable net assets obtained from the acquire after recheck, the Company shall the record the balance into the profit and loss of the current period. 6. Methods for Preparing Consolidated Financial Statements The Company as the parent included its all subsidiaries into the consolidation scope of consolidated financial statements. Based on the financial statements of the Company as the parent and its subsidiaries and other related materials, the consolidated financial statements were prepared by the Company as the parent according to Accounting Standards for Enterprises No. 33 –Consolidated Financial Statements. 7. Classification of Joint arrangements and Accounting Treatment of Joint Operations 1. Joint arrangement is classified into joint operation and joint ventures. 2. When the Company is a party of a joint operation, recognize the following items related to the profits in the joint operation: (1) Recognize the assets held independently, and recognize the assets held jointly in the holding portion; 127 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (2) Recognize the liabilities borne independently, and recognize the liabilities held jointly in the holding portion; (3) Recognize the revenue generated from the output portion of joint operation shared for selling the Company; (4) Recognize the revenue generated from the sale of assets in joint operation in the holding portion of the Company; (5) Recognize the expenses incurred independently, and recognize the expenses incurred in joint operation in the holding portion of the Company. 8. Recognition Standard for Cash and Cash Equivalents The term “cash” listed and presented in the cash flow statement refers to cash on hand and deposits that are available for payment at any time. The term “cash equivalents” refers to short-term and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. 9. Foreign Currency Businesses and Translation of Foreign Currency Financial Statements (1) Accounting treatments for translation of foreign currency business As for a foreign currency transaction in its initial recognition, the amount in the foreign currency shall be translated into the amount in the Renminbi at the spot exchange rate of the transaction date. On balance sheet date, the foreign currency monetary items shall be translated as the spot exchange rate on the balance sheet date, the balance occurred thereof shall be recorded into the profits and losses at the current period except that the balance of exchange arising from the principal and interests of foreign currency borrowings for the purchase and construction or production of assets eligible for capitalization. The foreign currency non-monetary items measured at the historical cost shall still be translated at the spot exchange rate on the transaction date, of which the amount of functional currency shall not be changed. The foreign currency non-monetary items measured at the fair value shall be translated at the spot exchange rate on the confirming date of fair value, of which the balance of exchange shall be included into the profit and loss of the current period or other comprehensive income. (2) Translation of foreign currency financial statements The asset and liability items in the balance sheets shall be translated at a spot exchange rate on the balance sheet date. Among the owner’s equity items, except for the items as “retained earnings”, other items shall be translated at the spot exchange rate at the time when they are incurred. The income and expense items in the income statements shall be translated at the approximate spot exchange rate at the time when they are incurred. The difference from translation of foreign currency financial statements thereof shall be recorded into other comprehensive income. 10. Financial Instruments 1. Classification of Financial Assets and Financial Liabilities Financial assets shall be classified into the following three categories when they are initially recognized: (1) financial assets measured at amortized cost; (2) financial assets at fair value through other comprehensive income; (3) financial assets at fair value through profit or loss. Financial liabilities shall be classified into the following four categories when they are initially recognized: (1) financial liabilities at fair value through profit or loss; (2) financial liabilities generated from transfer of financial assets not conforming to requirements of derecognition or continuous involvement of transferred financial assets; (3) financial guarantee contracts not belonging to above (1) or (2), and loan commitments not belonging to above 128 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (1) and at lower interest rate than the market interest rate; (4) financial liabilities measured at amortized cost. 2. Recognition Basis, Calculation Method, and Termination of Recognition of Financial Assets and Liabilities (1) Recognition basis and initial calculation method of financial assets and liabilities When the Company becomes a party to a financial instrument, it shall recognize a financial asset or financial liability. The financial assets and financial liabilities initially recognized shall be measured at their fair values. For the financial assets and liabilities measured at their fair values and of which the variation is recorded into the profits and losses of the current period, the transaction expenses thereof shall be directly recorded into the profits and losses of the current period; for other categories of financial assets and financial liabilities, the transaction expenses thereof shall be included into the initially recognized amount. However, when the accounts receivable initially recognized by the Company do not include significant financing or the Company does not consider the financing in contracts not over one year, it shall be initially calculated at the transaction price. (2) Subsequent calculation method of financial assets 1) Financial assets at amortized cost The Company shall make subsequent measurement on its financial assets at amortized cost by adopting the actual interest rate method. The gains or losses generated from the financial assets at amortized cost and not belonging to any hedging relationship shall be recorded into the current profit of loss when decognized, reclassified, amortized with the actual interest rate method or recognizing impairments. 2) Investments in debt instruments at fair value through other comprehensive income The Company shall make subsequent measurement at fair value. The interest calculated by adopting the actual interest rate method, impairment losses or profits and foreign exchange gains shall be recorded into the current profit or loss, and other profits or losses shall be recorded into other comprehensive income. When derecognized, the accumulative profits or losses thereof originally recorded into other comprehensive income shall be transferred out and then recorded into the current profit or loss. 3) Investments in equity instruments at fair value through other comprehensive income The Company shall make subsequent measurement at fair value. The dividends obtained (exclude those belong to recovery of investment cost) shall be recorded into the current profit or loss, and other gains or losses recorded into other comprehensive income. When derecognized, the accumulative gains or losses thereof originally recorded into other comprehensive income shall be transferred out and then recorded into the retained earnings. 4) Financial assets at fair value through profit or loss The Company shall make subsequent measurement at fair value. The gains or losses generated (include interest and dividend income) shall be recorded into the current profit or loss, unless the financial asset is one part of a hedging relationship. (3) Subsequent calculation method of financial liabilities 1) Financial liabilities at fair value through profit or loss Such financial liabilities include trading financial liabilities (include derivative instruments belonging to financial liabilities) and those designated as financial liabilities at fair value through profit or loss. For such financial liabilities, the subsequent measurement shall be conducted at fair value. The amount of changes in fair value of designated financial liabilities at fair value through profit or loss due to the Company’s credit risk changes shall be recorded into other comprehensive income, unless this treatment will result in or enlarge accounting mismatch of the profit or loss. The other gains or losses generated from such financial liabilities (including interest expense, changes of fair value not caused by the Company’s credit risk changes) shall be recorded into the current profit or loss, unless the they are one part of a hedging relationship. And when derecognized, the accumulative gains or losses thereof originally recorded into other comprehensive income shall be transferred out and then recorded into 129 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 the retained earnings. 2) Financial liabilities generated from financial assets transfer not conforming to derecognition conditions or continuous involvement of transferred financial assets They shall be measured in accordance with regulations of Accounting Standards for Business Enterprises No.23-Transfer of Financial Assets 3) financial guarantee contracts not belonging to above (1) or (2), and loan commitments not belonging to above (1) and at lower interest rate than the market interest rate; The subsequent measurement shall be conducted according to the higher of the following two amounts after initial recognition: ① amount of allowance for impairments recognized in accordance with the impairment provisions of financial instruments; ② the residual of initial recognized amount after deducted accumulative amortized amount recognized as relevant regulations. 4) Financial liabilities at amortized cost The Company shall measure at amortized cost by adopting actual interest rate method. The gains or losses generated from financial liabilities at amortized cost and not belonging to any hedging relationship shall be recorded into the current profit or loss when derecognized or amortized with actual interest rate method. (4) Derecognition of financial assets and financial liabilities 1) Derecognize financial assets when meeting one of the following conditions: ① The contract rights for collecting cash flow of financial assets have terminated; ② Financial asset has been transferred and the transfer meets the provisions of Accounting Standards for Business Enterprises No.23-Transfer of Financial Assets governing the derecognition of financial assets. 2) When the current obligation of the financial liability (or some of it) has been relieved, the financial liability (or some of it) shall be accordingly derecognized. 3. Recognition Basis and Measurement of Transfer of Financial Assets Where the Company has transferred nearly all of the risks and rewards related to the ownership of the financial asset to the transferee, it shall stop recognizing the financial asset and separately recognize the rights and obligations generated retained from the transfer as assets or liabilities. If it retained nearly all of the risks and rewards related to the ownership of the financial asset, it shall continue to recognize the transferred financial asset. Where the Company does not transfer or retain nearly all of the risks and rewards related to the ownership of a financial asset, it shall deal with it according to the circumstances as follows, respectively: (1) If it gives up its control over the financial asset, it shall stop recognizing the financial asset and separately recognize the rights and obligations generated retained from the transfer as assets or liabilities; (2) If it does not give up its control over the financial asset, it shall, according to the extent of its continuous involvement in the transferred financial asset, recognize the related financial asset and recognize the relevant liability accordingly. If the transfer of an entire financial asset satisfies the conditions for stopping recognition, the difference between the amounts of the following 2 items shall be recorded in the profits and losses of the current period: (1) The carrying value of the transferred financial asset on the derecognition date; (2) The sum of consideration received from the transfer of financial assets, and derecognition amount among the accumulative amount of the changes of the fair value originally recorded in the other comprehensive income (the financial assets involve transfer are investments in debt instruments at fair value through other comprehensive income. If the transfer of partial financial asset satisfies the conditions to stop the recognition, the entire carrying value of the transferred financial asset shall, between the portion whose recognition has been stopped and the portion whose recognition has not been stopped, be apportioned according to their respective relative fair value on the transfer date, and the difference between the amounts of the following two items shall be included into the profits and losses of the current period: (1)The carrying value of the portion whose recognition has been stopped; (2)The sum of 130 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 consideration of the portion whose recognition has been stopped, and derecognition amount among the accumulative amount of the changes of the fair value originally recorded in the other comprehensive income (the financial assets involve transfer are investments in debt instruments at fair value through other comprehensive income. 4. Recognition Method of Financial Assets and Financial Liabilities’ Fair Value The Company adopts the valuation technique with sufficient useful data and supported by other information which is suitable for the current situation to recognize the fair value of related financial assets and liabilities. The Company classifies the input value used in the valuation technique into the following levels and uses them in sequence: (1) The first level of input value is the non-adjustable offer of the same assets or liabilities in the active market on the calculation date; (2) The second level of input value is the directly or indirectly observable input value of related assets or liabilities except the input value on the first level, including: offer of similar assets or liabilities in the active market; offer of identical or similar assets or liabilities in the non-active market; other observable input value except offer, including the observable interest rate during the interval period of common offer, profit rate curve, etc.; the input value for market verification etc.. (3) The third level of input value is the non-observable input value of related assets or liabilities, including interest rates that cannot be observed directly or verified by the data of observable market, stock fluctuation rate, future cash flow of the disposal obligation borne in corporate mergers, financial forecast based on self-data, etc.. 5. Impairment of financial instrument (1) Impairment measurement and accounting handling of financial instrument Based on expected credit loss, the Company conducts impairment handling and confirms loss reserve for financial assets which is measured by amortized cost, debt instrument investment which is measured by fair value and whose change is calculated into other comprehensive profits, accounts receivable of rental, loan commitment which is beyond financial debt classified as the one which is measured by fair value and whose change is calculated into current profits and losses, financial debt which does not belong to the one which is measured by fair value and whose change is calculated into current profits or losses, or financial guarantee contract of financial debt which is formed when it does not belong to financial asset transfer and doesn’t conform to confirmation condition of termination or keeps on being involved in transferred financial asset. Expected credit loss refers to weighted average of credit loss of financial instrument which takes the risk of contract breach occurrence as the weight. Credit loss refers to the difference between all contract cash flow which is converted into cash according to actual interest rate and receivable according to contract and all cash flow which to be charged as expected, i.e. current value of all cash shortage. Among it, as for financial asset purchased or original which has had credit impairment, it should be converted into cash according actual interest rate of this financial asset after credit adjustment. As for financial asset purchased or original which has had credit impairment, the Company only confirms cumulative change of expected credit loss within the whole duration after initial confirmation on the balance sheet date as loss reserve. As for accounts receivable which don’t include major financing contents or the Company does not consider financing contents in contract which is less than one year, the Company applies simplified measurement method, and measures loss reserve according to amount of expected credit loss within the whole duration. As for account receivable of rental and accounts receivable including major financing contents, the Company applies simplified measurement method, and measure loss reserve according to amount of expected credit loss within the whole duration. 131 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 As for financial asset beyond above mentioned measurement methods, the Company evaluates whether its credit risk has increased obviously since the initial confirmation on each balance sheet date. In case credit risk has increased obviously, the Company measures the loss reserve according to amount of expected credit loss within the whole duration; in case the credit risk does not increase obviously, the Company measures loss reserve according to the amount of expected credit loss in next 12 months. By utilizing obtainable rational and well grounded information, including forward-looking information, comparing the risk of contract breach on balance sheet date and risk of contract breach on initial confirmation date, the Company confirms whether the credit risk of financial instrument has increased obviously from initial confirmation. On balance sheet date, in case the Company judges that the financial instrument just has relatively low credit risk, then it will be assumed that credit risk of the financial instrument has not increased obviously. Based on single financial instrument or financial portfolio, the Company evaluates expected credit risk and measures expected credit loss. When based on financial instrument portfolio, the Company takes common risk characteristics as the basis, and divides financial instruments into different portfolios. The Company measures expected credit loss again on each balance sheet date, the increase of loss reserve or amount which is transfer back generated by it is calculated into current profits and losses as impairment profits or losses. As for financial asset which is measured by amortized cost, loss reserve offsets the carrying value of the financial asset listed in the balance sheet; as for debt investment which is measured by fair value and whose change is calculated into other comprehensive profits, the Company confirms its loss reserve in other comprehensive profits and does not offset the carrying value of the financial asset. (2) Financial instruments assessing expected credit risk by groups and measuring expected credit losses Item Recognition basis Method of measuring expected credit losses Other receivables-intercourse funds among Accounts nature Consulting historical experience in related party group within the consolidation credit losses, combining actual scope situation and prediction for future Other receivables-interest receivable group economic situation, the group’s Other receivables-other intercourse funds expected credit loss rate shall be among related party group accounted through exposure at default and the expected credit loss rate within the next 12 months or the entire life Other receivables-credit risk characteristics Aging group Consulting historical experience in group credit losses, combining actual situation and prediction for future economic situation, the group’s expected credit loss rate shall be accounted through exposure at default and the expected credit loss rate within the next 12 months or the entire life (3) Accounts receivable with expected credit losses measured by groups ① Specific groups and method of measuring expected credit loss Item Recognition basis Method of measuring expected credit 132 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 losses Bank’s acceptance bills receivable Bill type Consulting historical experience in credit losses, combining actual Trade acceptance bills receivable situation and prediction for future economic situation, the group’s expected credit loss rate shall be accounted through exposure at default and the expected credit loss rate within the entire life Accounts receivable-other intercourse fundsAccount nature Consulting historical experience in among related party group credit losses, combining actual situation and prediction for future economic situation, the group’s expected credit loss rate shall be accounted through exposure at default and the expected credit loss rate within the entire life Accounts receivable-credit risk characteristics Aging group Prepare the comparative list between group aging of accounts receivable and expected credit loss rate over the entire life by consulting historical experience in credit losses, combining actual situation and prediction for future economic situation ② Accounts receivable-the comparative list between aging of common customer group and expected credit loss rate over the entire life Aging Expected credit loss rate of accounts receivable (%) Within 1 year (inclusive, the same below) 3.00 1 to 2 years 10.00 2 to 3 years 30.00 3 to 4 years 50.00 4 to 5 years 80.00 Over 5 years 100.00 6. Offset between financial asset and financial debt Financial asset and financial debt are listed in the balance sheet separately and don’t offset each other. However, when the following conditions are met at the same time, the Company will list the net amount after mutual offset in the balance sheet: (1) The Company has the legal right to offset the confirmed amount, and the legal right is executable currently; (2) The Company plans to settle by net amount, or monetize the financial asset and liquidate the financial debt at the same time. For those transfers of financial assets not meeting the derecognition conditions, the Company does not offset the transferred financial assets and relative liabilities. 133 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 11. Notes Receivable Refer to Note V 10 Financial Instruments of the financial statements for details. 12. Accounts Receivable Refer to Note V 10 Financial Instruments of the financial statements for details. 13. Accounts Receivable Financing: not applicable. 14. Other Receivables Recognition and accounting treatment methods regarding expected credit losses of other receivables Refer to Note V 10 Financial Instruments of the financial statements for details. 15. Inventory (1) Inventories Classification Inventories include development land held for sale or consumption in the process of development and operation, development products, temporarily leased development products which intended for sale, relocation housing, stock materials, inventory equipment, and low-value consumables, etc., as well as development costs in the process of development. (2) Cost Flow Assumption 1) Send-out materials and equipment shall adopt the moving weighted average method. 2) During the development of the project, the development land shall be included in the development cost of the project by the floor area apportion of the developed products. 3) Send-out developed products shall be accounted by specific identification method. 4) The temporarily leased development products which intended for sale and relocation housing shall be amortized averagely by stages according to the expected useful life of the same kind of fixed assets of the Company. 5) If the public supporting facilities are completed earlier than the relevant development products, after the final account of the public supporting facilities , it shall be account into the development cost of the relevant development projects according to the building area; If the public supporting facilities are completed later than the relevant development products, the relevant development products shall withhold the public supporting facilities fees, and adjust the relevant development product costs according to the difference between the actual occurrence and the withhold amount after the completed public supporting facilities' final accounts. (3) Recognition basis of Net Realizable Value of Inventory On the balance sheet date, inventory shall be measured at the lower of cost or net realizable value, and provision shall be made for falling price of inventories on the ground of the difference between the cost of each item of inventories and the net realizable value. Inventories directly for sale, under normal producing process, to the amount after deducting the estimated sale expense and relevant taxes from the estimated sell price of the inventory, the net realizable value has been recognized; inventories which need to be processed, under normal producing process, to the amount after deducting the estimated cost of completion, estimated sale expense and relevant taxes from the estimated sale price of produced finished goods, the net realizable value has been recognized; on the balance sheet date, in the same item of inventories, if some have contractual price agreement while others do not, 134 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 the net realizable value shall be recognized respectively and compared with their cost, and the amount of provision withdrawal or reversal for falling price of inventories shall be recognized respectively. (4) Inventory System for Inventories: Inventory system: Perpetual inventory system (5) Amortization Method of the Low-value Consumption Goods and Packing Articles 1) Low-value Consumption Goods One-off amortization method 2) Packing Articles One-off amortization method 16. Contractual Assets: not applicable. 17. Contractual Costs: not applicable 18. Divided as Assets Held for Sale 1. Classification of Non-current assets or disposal group Held for Sale Non-current assets or disposal group are confirmed to be the components held for sale when the following conditions are simultaneously satisfied: (1) According to the convention of similar transactions selling this kind of assets or disposal group, they can be sold instantly in such conditions. (2) Sale is extremely likely to happen, that is, the Company has made the decision of a sale plan, and got the confirmed purchase commitment. It is estimated that the sale will be finished within 1 year. Non-current assets or disposal groups specifically obtained by the Company for resale will be classified as held-for-sale on the acquisition date when they meet the stipulated conditions of “expected to be sold within one year” on the acquisition date, and may well satisfy the category of held-for-sale within a short time (which is usually 3 months). If any transaction between non-related parties fails to complete within one year due to one of the following reasons outside the Company’s control, and the Company still commits to sell non-current assets or disposal groups, the non-current assets or disposal groups shall be still classified as the held-for-sale category: (1) For conditions of sale delay resulting from the accidental setting by the buyer or another party, the Company has duly taken actions against those conditions and it is expected that the delay factors can be smoothly solved within one year since the conditions of sale delay resulting from the setting; (2) Non-current assets or disposal groups held for sale fail to be sold within one year due to rare circumstances, and the Company has taken necessary measures against those new situations within the first year and re-satisfied the conditions for classifying them into the held-for-sale category. 2. Measurement of held-for-sale non-current assets or disposal groups (1) Initial measurement and subsequent measurement For the initial measurement and the re-measurement of held-for-sale non-current assets or disposal groups on the balance sheet date, if the carrying value is higher than the net amount of the fair value deducting the selling expenses, the carrying value shall be written down to the net amount of the fair value deducting the selling expenses. The written down amount shall be recognized as asset impairment losses and recorded into current profits or losses, and at the same time, the held-for-sale asset impairment provision shall be withdrawn. In respect of non-current assets or disposal groups classified into the held-for-sale category on the date of obtainment, when initially measuring them, compare the initially measured amount supposing that they are not 135 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 classified into the held-for-sale category and the amount of the fair value deducting the selling expenses, and measure them at the lower amount. Other than the non-current assets or disposal groups obtained in corporate mergers, the difference generated from the net amount of the fair value of non-current assets or disposal groups deducting the selling expenses as the initially measured amount shall be recorded into current profits or losses. For the amount of asset impairment losses recognized in respect of held-for-sale disposal groups, first write off the carrying value of goodwill in the disposal groups, and then write off their carrying value in proportion according to the percentage of the carrying value of each non-current asset in the disposal groups. Depreciation or amortization shall not be withdrawn for held-for-sale non-current assets or the non-current assets in disposal groups, while the interests of liabilities and other expenses in held-for-sale disposal groups shall still be recognized. (2) Accounting Methods for the Recovery of Assets Impairment Losses If the net amount that the fair value of the non-current assets held for sale on the follow-up balance sheet date minus the sale costs increases, the previous written-down amount will be restored, and reversed to the asset impairment loss confirmed after the assets being classified as held-for-sale. The reversed amount will be included in the current profit or loss. Impairment losses on assets recognized prior to classification as held for sale are not reversed. If the net amount that the fair value of the disposal groups held for sale on the follow-up balance sheet date minus the sale costs increases, the previous written-down amount will be restored, and reversed to the asset impairment loss confirmed after the assets being classified as held-for-sale. The reversed amount will be included in the current profit or loss. The carrying value of deducted goodwill and the non-current assets applicable to the measurement of held-for-sale categories will not be reversed if the asset impairment loss is recognized before it is classified as held for sale. For the subsequent reversal amount of the asset impairment loss recognized by the disposal group held for sale, its carrying value shall be increased proportionately to the proportion of the carrying value of various non-current assets measured by the disposal group in addition to goodwill. (3) Accounting Methods for Ceasing to be classified as held-for-sale and Termination of Recognition When a non-current asset or disposal group ceases to be classified as held-for-sale or a non-current asset is removed out from the held-for-sale disposal group due to failure in meeting the classification conditions for the category of held-for-sale, it will be measured by one of the followings whichever is lower: ① The carrying value before being classified as held for sale will be adjusted according to the depreciation, amortization or impairment that would have been recognized under the assumption that it was not classified as held for sale; ② The recoverable amount. When terminating the recognition of non-current assets or disposal group held for sale, the unconfirmed gains or losses shall be recorded into the current profits and losses. 19. Investments in Debt Obligations: not applicable 20. Investments in other Debt Obligations: not applicable 21. Long-term Accounts Receivable: not applicable 22. Long-term Equity Investments 1. Judgment of Joint Control and Significant Influences 136 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 The term "joint control" refers to the joint control over an arrangement in accordance with the related agreements, which does not exist unless the participants sharing the control power agree with each other about the related arranged activity. The term "significant influences" refers to the power to participate in making decisions on the financial and operating policies of an enterprise, but not to control or do joint control together with other parties over the formulation of these policies. 2. Recognition of Investment Cost (1) 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, bearing acquiree’s liabilities, or the issuance of equity securities, the initial cost is the carrying amount of the proportion of the acquiree’s owner’s equity at the acquisition date. The difference between the initial cost of the long-term equity investment and the carrying amount of the paid combination or the total amount of the issued shares should be adjusted to capital surplus. If the capital surplus is not sufficient for adjustment, retained earnings are adjusted respectively. When a long-term equity investment is formed from the business combination under common control through the Company’s multiple transactions step by step, the treatment shall be carried out based on whether the transactions constitute the “package deal”. If they do, the accounting treatment shall be carried out on the basis of assuming all transactions as one transaction with the acquisition of control. If they do not, the initial investment cost shall be the portion of the carrying value of acquiree’s net assets entitled in the consolidated financial statements of the final controller after the consolidation. The difference between the initial investment cost of the long-term equity investment on the combination date and the carrying value of the investment before the combination plus the carrying value of the newly-paid consideration for the acquisition of the shares on the consolidation date shall be adjusted to capital reserve; if the capital reserve is insufficient for the adjustment, retained earnings should be adjusted accordingly. (2) For those formed from the business combination under different control, the initial investment cost is the fair value of the combination consideration paid on the acquisition date. When a long-term equity investment is formed from the business combination under different control through the Company’s multiple transactions step by step, the accounting treatment shall be carried out based on whether the financial statements are individual or consolidated: 1) In individual financial statements, the initial investment cost accounted in cost method is the sum of the carrying value of the equity investment originally held and the cost of new investment. 2) In consolidate financial statements, judge whether the transactions constitute the “package deal”. If they do, the accounting treatment shall be carried out on the basis of assuming all transactions as one transaction with the acquisition of control. If they do not, for the acquiree’s equity held before the acquisition date, re-measurement shall be carried out according to the fair value of the equity on the acquisition date and the difference between the fair value and the carrying value shall be recorded into current investment income; if the acquiree’s equity held before the acquisition date involves other comprehensive income accounted in equity method, other comprehensive income related to it shall be transferred into the income for the period in which the acquisition date falls, with the exception of the other comprehensive incomes occurred because of the changes of net liabilities or net assets of the defined benefit pension plans be re-measured for setting by the investees. 3) For those formed other than from business combination: If they are acquired in cash payment, the initial investment cost is the purchase price actually paid; if they are acquired in the issue of equity securities, the initial 137 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 investment cost is the fair value of the issued equity securities; if they are acquired in debt restructuring, the initial investment cost shall be recognized according to the Accounting Standards for Enterprises No. 12 - Debt Restructuring; if they are acquired in the exchange of non-monetary assets, the initial investment shall be recognized according to the Accounting Standards for Enterprises No. 7 - Exchange of Non-Monetary Assets. 3. Method of subsequent measurement and recognition of profits and losses Long-term equity investment with control over investees shall be accounted in cost method; long-term equity investment on associated enterprises and joint ventures shall be accounted in equity method. 4. Method of treating the disposal of the investment in a subsidiary stem by step through multiple transactions until the loss of the controlling right (1) Individual financial statements For the disposed equity, the difference between its fair value and the actually obtained price shall be recorded into current profits or losses. For the residual equity, the part that still has significant effects on investees or with common control jointly with other parties shall be accounted in equity method; the part that has no more control, common control or significant effects on investees shall be accounted in accordance with the relevant regulation of the Accounting Standards for Enterprises No. 22 - Recognition and Measurement of Financial Instruments. (2) Consolidated financial statements 1) For the disposal of the investment in subsidiaries step by step until the loss of the controlling right through multiple transactions, which do not constitute the “package deal” Before the loss of the controlling right, for the balance between the disposal remuneration and the shares of net assets in the subsidiaries that have been calculated since the acquisition date or combination date corresponding to the disposal of long-term equity investment, capital reserve (capital premium) shall be adjusted, and if the capital premium is not sufficient for the write-down, the retained earnings shall be written down. At the loss of the controlling right over the original subsidiaries, the residual equity shall be re-measured at its fair value on the date of losing the controlling right. The difference between the consideration obtained in the equity disposal, plus the fair value of the remaining equities, less the Company’s share of net assets enjoyed of the former subsidiary that has been calculated since the acquisition date or combination date according to the former shareholding ratio, shall be recorded into the investment gains for the period when the control ceases; meanwhile, goodwill shall be written down. Other comprehensive income related to former subsidiary's equity investment shall be transferred into current investment income when the control ceases. 2) For the disposal of the investment in subsidiaries step by step until the loss of the controlling right through multiple transactions, which constitute the “package deal” The accounting treatment shall be carried out on the basis of considering each transaction as a transaction of disposing the subsidiary and losing control. However, before losing control, the difference between each disposal price before losing the control, and the corresponding net assets share enjoyed of subsidiary when disposing long-term equity investment, shall be recognized as other comprehensive income in the consolidated financial statements and when the control ceases, transferred into current profits or losses of the period of losing control. 138 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 23. Investment Property Measurement mode of investment real estates Measurement of cost method Depreciation or amortization method 1. The term "investment real estate" includes the right to use any land which has already been rented, the right to use any land which is held and prepared for transfer after appreciation, and the right to use any building which has already been rented. 2. The Company initially measures the investment property according to the costs, and adopts the cost method in the subsequent measurement of investment property, and adopts the same methods with fixed assets and intangible assets to withdraw depreciation or amortization. 24. Fixed Assets (1) Recognized Standard of Fixed Assets The term "fixed assets" refers to the tangible assets that simultaneously possess the features as follows: they are held for the sake of producing commodities, rendering labor service, renting or business management; and their useful life is in excess of one fiscal year. No fixed asset may be recognized unless it simultaneously meets the conditions as follows: (1) The economic benefits are likely to flow into the enterprise; (2) The cost of the fixed asset can be measured reliably. (2) Depreciation Method Expected net salvage Category Depreciation method Useful life (year) Annual deprecation value Houses and buildings Straight-line depreciation 20-25 5-10 3.6-4.75 Transportation Straight-line depreciation 5 5 19 Other equipment Straight-line depreciation 5 5 19 Machinery equipment Straight-line depreciation 5 5 19 Decoration of fixed Straight-line depreciation 5 0 20 assets (3) Recognition Basis, Pricing and Depreciation Method of Fixed Assets by Finance Lease: not applicable 25. Construction in Progress 1. No construction in progress may be recognized unless it simultaneously meets the conditions as follows: (1) The economic benefits are likely to flow into the enterprise; (2) The cost of the fixed asset can be measured reliably. Construction in progress shall be measured according to the occurred actual costs before the assets available for the intended use. 2. When the construction in progress is available for the intended use, it shall be transferred to fixed assets according to the actual cost of the project. For construction in progress available for the intended use but not 139 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 dealing with final accounts of completed project, it shall be transferred to fixed assets according to the estimated value first, and then adjust original temporarily estimated value based on the actual costs after the final accounts of completed project, but not adjust the depreciation that was already calculated. 26. Borrowing Costs 1. Recognition Principle of Capitalization of Borrowing Costs Where the borrowing costs incurred to the Company can be directly attributable to the acquisition and construction or production of assets eligible for capitalization, it shall be capitalized and recorded into the costs of relevant assets. Other borrowing costs shall be recognized as expenses when it occurred, and shall be recorded into the current profits and losses. 2. Capitalization Period of Borrowings Costs (1) The borrowing costs shall not be capitalized unless they simultaneously meet the following requirements: 1) The asset disbursements have already incurred; 2) The borrowing costs have already incurred; 3) The acquisition and construction or production activities which are necessary to prepare the asset for its intended use or sale have already started. (2) Where the acquisition and construction or production of a qualified asset is interrupted abnormally and the interruption period lasts for more than 3 months, the capitalization of the borrowing costs shall be suspended. The borrowing costs incurred during such period shall be recognized as expenses, and shall be recorded into the profits and losses of the current period, till the acquisition and construction or production of the asset restarts. (3) When the acquisition and construction or production of a qualified asset eligible for capitalization are available for its intended use or sale, the capitalization of borrowing costs shall be stopped. 3. Capitalized rate and 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 interest costs (including amortization of discount and premium confirmed according to effective interest method) 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. 27. Biological Assets: not applicable 28. Oil and Gas Assets: not applicable 29. Use Right Assets: not applicable 30. Intangible Assets (1) Pricing Method, Useful Life and Impairment Test 1. Intangible assets include right to use land sites, use right of software etc. and conduct the initial measurement according to the costs. 2. With regard to intangible assets with limited service life, it shall be amortized systematically and reasonably 140 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 within their service life according to the expected implementation of economic interests related to the intangible assets. If it can’t recognize the expected implementation reliably, it shall be amortized by straight-line method. The specific useful lives are as follows: Items Useful life for amortization (years) Use right of lands Statutory life of land use right Use right of software 5 The intangible assets with uncertain service life shall not be amortized, and the Company rechecks the service life of the intangible assets in every accounting period. For intangible assets with uncertain service, the recognition basis is without certain service life and expected benefit life. (2) Accounting Policies of Internal R&D Expenses: not applicable 31. Impairment of Long-term Assets For long-term assets, such as investment property measured by cost model, fixed assets, construction in progress, and intangible assets with limited service life measured by cost model, the Company shall estimate the recoverable amount if there are signs of impairment on balance sheet date. For intangible assets with uncertain goodwill or service life formed by enterprise combination, whether or not there is sign of impairment, impairment test shall be conducted every year. Goodwill combination and its related assets group or combination of assets group shall be conducted the impairment test. If the recoverable amount of the above-mentioned long-term assets is lower than its carrying value, it shall make the preparation for assets impairment based on its balance and be recorded into current profits and losses. 32. Long-term Prepaid Expenses Long-term deferred expenses refer to general expenses with the amortized period over one year (one year excluded) that have occurred. Long-term prepaid expense shall be recorded into the account according to the actual accrual. Long-term prepaid expense shall be amortized averagely within benefit period or specified period. In case of no benefit in the future accounting period, the amortized value of such project that fails to be amortized shall be transferred into the profits and losses of the current period. 33. Contractual Liabilities: not applicable 34. Payroll (1) Accounting Treatment of Short-term Compensation During the accounting period when the employees providing the service for the Company, the actual short-term compensation shall be recognized as liabilities, and be recorded into the current profits and losses or related assets costs. (2) Accounting Treatment of the Welfare after Demission The Company's welfare after demission plans is divided into defined contribution plans and defined benefit plans 141 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (1) During the accounting period when the employee providing service for the Company, the amount paid in line with the setting drawing plan will be recognized as liabilities and recorded into current profits or losses or cost of relevant assets. (2) The accounting treatment of defined benefit plans usually consists of the following steps: 1) According to the expected cumulative welfare unit method, adopt unbiased and mutually consistent actuarial assumptions to evaluate related demographic variables and financial variables, measure the obligations generated from defined benefit plans and recognize the period in respect of related obligations. Meanwhile, discount the obligations generated from defined benefit plans to recognize their present value and the current service costs; 2) If there are any assets in a defined benefit plan, the deficit or surplus formed from the present value of the defined benefit plan obligations less the fair value of the defined benefit plan assets shall be recognized as net liabilities or net assets of a defined benefit plan. If there is any surplus in a defined benefit plan, the net assets of the plan shall be measured at the lower of the surplus or the upper asset limit; 3) At the end of the period, the staff remuneration costs generated from a defined benefit plan shall be recognized as services costs, net interests of the net liabilities or net assets of the plan and changes from the re-measurement of the net liabilities or net assets of the plan. Service costs and net interests of the net liabilities or net assets of the plan shall be recorded into the current profits or losses or related asset costs, while changes from the re-measurement of the net liabilities or net assets of the plan shall be recorded into other comprehensive income and shall not be transferred back to profits or losses in subsequent accounting periods. But the amounts recognized in other comprehensive income may be transferred within the equity scope. (3) Accounting Treatment of Demission Welfare When the Company is unable to unilaterally withdraw the plan on the cancellation of labor relationship or the layoff proposal, or when recognizing the costs or expenses (the earlier one between the two) related to the reorganization of paying the demission welfare, should recognize the payroll liabilities from the demission welfare and include in the current gains and losses. (4) Accounting Treatment of other Welfare of the Long-term Employees The Company provides the other long-term employee benefits for the employees, and for those met with the defined contribution plans, accounting treatment should be conducted according to the related regulations of the defined contribution plans; the for the others long-term employee benefits except for the former, accounting treatment should be conducted according to the related regulations of the defined benefit plans. In order to simplify the related accounting treatment, the payrolls shall be recognized as service costs, the net amount of interest of net liabilities and net assets of other welfare of the long-term employees. The total net amounts made up from the changes of measuring the net liabilities and net assets of other welfare of the long-term employees again shall be recorded into the current profits and losses or related assets costs. 35. Lease Liabilities: not applicable 36. Provisions 1. The obligation such as external guaranty, litigation or arbitration, product quality assurance, loss contract, pertinent to a contingencies shall be recognized as the provisions when the following conditions are satisfied simultaneously: ① That obligation is a current obligation of the enterprise; ② It is likely to cause any economic 142 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 benefit to flow out of the enterprise as a result of performance of the obligation; and ③ The amount of the obligation can be measured in a reliable way. 2. The Company shall conduct the initial measurement to provisions according to the best estimate number needed for performing the related current obligation and recheck the carrying value of accrued liabilities on balance sheet date. 37. Share-based Payment: not applicable 38. Other Financial Instruments such as Preferred Shares and Perpetual Bonds: not applicable 39. Revenue Has implemented new standards governing revenue □ Yes √ No (1) Real Estate Sales Revenue 1) Real Estate Sales Revenue Recognition Principle The realization of sales revenue shall be recognized under the following conditions: the developed products have been completed and accepted, the sales contract has been signed and the obligations stipulated in the contract have been fulfilled, the main risks and rewards of ownership of the developed products have been transferred to the buyer at the same time, the Company shall no longer retain the continuous management rights normally associated with ownership and effectively control the sold developed products, the revenue amount can be measured reliably, the related economic benefits are likely to flow in, and the related costs that have occurred or will occur can be measured reliably. For the sale of self-occupied housing, the realization of sales income shall be recognized under the following conditions: the main risks and rewards of ownership of self-occupied houses are transferred to the buyer, the Company will no longer retain the continuous management rights normally associated with ownership and effectively control the sold development products, the amount of income can be measured reliably, relevant economic benefits are likely to flow in, the relevant costs that have occurred or will occur can be measured reliably. 2) Specific methods for recognizing real estate sales revenue Only recognizing the sales income realization under the following conditions: acquired the real estate completed and accepted as qualified (the completion and acceptance reports), signed an irreversible sales contract, obtained the buyer's payment certificate (for those who chose bank mortgage, the first installment and the full amount of bank mortgage must be required; for those who did not choose the bank mortgage to make their payment, the full house payment must be required) issued the notice of repossession (if the owner fails to go through the formalities in time within the specified time limit the building shall be deemed as repossessed). (2) Providing labor services If the provision of labor services can be reliably estimated (all the following conditions are met: ① The amount of income can be measured reliably; ②The relevant economic benefits are likely to inflow to the Company; ③ The progress of the transaction can be reliably determined; ④ The cost incurred and to be incurred in the transaction can be measured reliably), it shall recognize the revenue from providing services employing the percentage-of-completion method, and confirm the completion of labor service according to the costs incurred as a percentage of the total estimated costs. If the Company can’t, on the date of the balance sheet, reliably estimate the outcome of a transaction concerning the labor services it provides, it shall be handled under the following 143 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 conditions: If the cost of labor services incurred is expected to be compensated, the revenue from the providing of labor services shall be recognized in accordance with the amount of the cost of labor services incurred, and the cost of labor services shall be carried forward at the same amount; If the cost of labor services incurred is not expected to compensate, the cost incurred should be included in the current profits and losses, and no revenue from the providing of labor services may be recognized. Property management revenue shall be recognized when property management services have been provided, economic benefits related to property management services can flow into the enterprise, and costs related to property management can be reliably measured. (3) Transferring the Right to Use Assets The revenue of transferring the right to use assets may not be recognized unless the following conditions are both met: the relevant economic benefits are likely to inflow to the Company; and the revenue can be reliably measured. The interest income shall be recognized according to the time and actual interest rate in which other people use the Company’s monetary funds. Royalty revenue shall be recognized according to the chargeable time and method stipulated in related contracts and agreements. According to the lease date and lease amount agreed in the lease contract and agreement, the realization of rental property income shall be recognized when relevant economic benefits are likely to flow in. (4) Other Business Income According to the stipulations of relevant contracts and agreements, when the economic benefits related to the transaction can flow into the enterprise and the costs related to the income can be reliably measured, the realization of other business income shall be confirmed. 40. Government Subsidies 1. If the government subsidies meet with the following conditions at the same, it should be recognized: (1) The entity will comply with the condition attaching to them; (2) The grants will be received from government. If a government subsidy is a monetary asset, it shall be measured according to the amount received or receivable. If a government subsidy is a non-monetary asset, it shall be measured at its fair value, and shall be measured at a nominal amount when the fair value cannot be obtained reliably. 2. Judgment basis and accounting methods of government subsidies related to assets The government subsidies that are acquired for construction or form long-term assets in other ways according to government documents shall be defined as asset-related government subsidies. For those not specified in government documents, the judgment shall be made based on the compulsory fundamental conditions for acquiring the subsidies. If the subsidies are acquired with construction or the formation of long-term assets in other ways as fundamental conditions, they shall be recognized as asset-related government subsidies. For asset-related government subsidies, the carrying value of related assets shall be written down or recognized as deferred income. If asset-related government subsidies are recognized as deferred income, it shall be recorded into profits or losses by period in a reasonable and systemic manner within the life of related assets. Government subsidies measured at the nominal amount shall be directly recorded into current profits or losses. If related assets are sold, transferred, disposed of or destroyed before the end of their life, the undistributed balance of related deferred income shall be transferred into the profits or losses for the period of the asset disposal. 3. Judgment basis and accounting treatment of profits-related government subsidies Government subsidies other than asset-related government subsidies shall be defined as profits-related government subsidies. For government subsidies consisting of both asset-related parts and profits-related parts, which is difficult to judge whether they are related to assets or profits, the entirety shall be classified as 144 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 profits-related government subsidies. Profits-related government subsidies that are used to compensate the related future expenses or losses shall be recognized as deferred income and shall be included into the current profit/losses during the period when the relevant expenses or losses are recognized; those subsidies used to compensate the related expenses or losses incurred shall be directly included into the current profits/losses. 4. Government subsidies related to the Company’s routine operating activities shall be included into other income or write down related costs according to the economic business nature. Government subsidies not related to the Company’s routine activities shall be included into non-operating income and expenditure. 41. Deferred Income Tax Assets/Deferred Income Tax Liabilities 1. In accordance with the balance (the item not recognized as assets and liabilities can confirm their tax bases according to the tax law, the balance between the tax bases and its carrying amount) between the carrying amount of assets or liabilities and their tax bases, deferred tax assets and deferred tax liabilities should be recognized at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. 2. A deferred tax asset shall be recognized within the limit of taxable income that is likely to be obtained to offset the deductible temporary differences. At 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. 3. The 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. 4. The current income tax and deferred income tax of the Company are recorded into the current gains and losses as income tax expenses or revenue, except in the following circumstances: (1) Business combination; (2) The transaction or event directly included in owner’ equity. 42. Lease (1) Accounting Treatment of Operating Lease As a Lessee, the Company shall record the rent into relevant assets cost or recognize it as 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 into the current profit or loss when they are incurred. As a lessor, the Company shall recognize the rent as the current profit or loss on a straight-line basis over the lease term. Initial direct costs incurred by the lessor shall be directly recognized as the current profit or loss except that costs with larger amounts shall be capitalized and recorded into the current profit and loss by stages; Contingent rents shall be charged into the current profit or loss when 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 shall be directly recorded into leasing asset value. At each period during the lease term, the 145 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 effective interest rate method shall be adopted to calculate and confirm the current financing charge. 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; At each period during the lease term, the effective interest rate method shall be adopted to calculate and confirm the current financing income. 43. Other Important Accounting Policies and Accounting Estimations (1) Confirmation standard and accounting handling method for operation termination Components which meet one of the following conditions, have been disposed or divided as held for sale category and can be distinguished separately are confirmed as operation termination. 1) The component represents one important independent main business or one single main operation area. 2) The component is one part of a related plan which plans to dispose one independent main business or one single main operation area. 3) The component is a subsidiary which is obtained for resale specially. Refer to the Note XVI (5) of the financial statements for detailed situation of the Company operation termination. (2) Accounting Method for Maintenance fund and Quality Deposit 1) Maintenance fund accounting method According to the local relevant regulations of the development project, the maintenance fund shall collect from the buyers, or withdraw from the development costs of the Company’s relevant development products when development products sell (pre-sell), and shall uniformly turn them over to the maintenance fund management department. 2) Quality deposit accounting method The quality guarantee fund shall be reserved from the project fund of the construction unit according to the provisions of the construction contract. Maintenance fees incurred during the warranty period of the developed products shall be offset against the quality guarantee deposit; After the expiration of the warranty period agreed upon in the development of products, the balance of the quality guarantee deposit shall be returned to the construction unit. (3) Segmental report The Group recognizes the operating segments according to the internal organization structure, the management requirements and the internal report system. Operating segments refer to the compose parts of the Group which meet with the following conditions at the same time: 1) the compose part could cause revenues and expenses in the daily activities; 2) the management layer could periodically evaluate the operation results of the compose part and base which to distribute the resources and evaluate the performance; 3) the Group could acquire the relevant accounting information of the financial conditions, operation results and the cash flows of the compose part through analysis. 146 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 44. Changes in Main Accounting Policies and Estimates (1) Change of Accounting Policies √Applicable □ Not applicable Contents and reasons Procedures Remarks 1) Change of accounting policies caused by change of Accounting Standards for Business Enterprises ① The Company prepared 2019 Financial Statements in accordance with the Notice on Revising and Printing the Format of 2019 General Enterprises Financial Statements (CK [2019] No. 6), the Notice on Revising and Printing the Format of Consolidated Financial Statements (2019) (CK [2019] No. 16) issued by the Ministry of Finance and the requirements of the Accounting Standards for Business Enterprises. Retroactive adjustment was adopted for the changes in the accounting policy. The significantly affected items and amounts in 2018 Financial Statements are as follows: Item and amount in original financial statement Item and amount in new financial statement Notes receivable and Notes receivable accounts receivable 155,898,006.77 Accounts receivable 155,898,006.77 Notes payable and accounts Notes payable payable 435,350,850.19 Accounts payable 435,350,850.19 2) The Company starts to implement the Accounting Standards for Business Enterprises No.22-Recognition and Measurement of Financial Instruments, Accounting Standards for Business Enterprises No. 23-Transfer of Financial Assets, Accounting Standards for Business Enterprises No. 24-Hedging and Accounting Standards for Business Enterprises No.37-Presentation of Financial Instruments (hereinafter referred to the new standards governing financial instruments) revised by the Ministry of Finance since 1 January 2019. As required by the connection regulation for the old and new standards, the information of comparative period was not adjusted, and the beginning retained earnings or other comprehensive income of the Reporting Period shall be retroactively adjusted for the difference between the original standards and the new one when implemented on the first execution date. ① The impacts of implementing the new standards governing financial instruments on the Company’s financial statements on 1 January 2019: Item Balance sheet 31 December 2018 Impacts 1 January 2019 Monetary assets 3,894,546,925.52 13,055,107.15 3,907,602,032.67 Other receivables 80,037,483.65 -13,055,107.15 66,982,376.50 Other payables 656,720,054.30 -1,669.10 656,718,385.20 Current portion of non-current 1,669.10 1,669.10 liabilities ② The comparison statement of financial assets and financial liabilities of the Company classified and measured respectively according to the new standards governing financial instruments and the original one on 1 January 2019: Item Original standards New standards Measurement Carrying value Measurement category Carrying value 147 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 category Monetary assets Loans and accounts 3,894,546,925.52Financial assets at amortized 3,907,602,032.67 receivable cost Accounts receivable Loans and accounts 155,898,006.77Financial assets at amortized 155,898,006.77 receivable cost Other receivables Loans and accounts 80,037,483.65Financial assets at amortized 66,982,376.50 receivable cost Available-for-sale Available-for-sale 3,621,381.11 financial assets financial assets Investments in other Financial assets at fair value 3,621,381.11 equity instruments through other comprehensive income Accounts payable Other financial 435,350,850.19Financial liabilities at 435,350,850.19 liabilities amortized cost Other payables Other financial 656,720,054.30Financial liabilities at 656,718,385.20 liabilities amortized cost Current portion of Other financial Financial liabilities at 1,669.10 non-current liabilities liabilities amortized cost Long-term Other financial 1,000,000.00Financial liabilities at 1,000,000.00 borrowings liabilities amortized cost ③ The reconciliation statement of carrying value of original financial assets and financial liabilities of the Company reclassified and remeasured according to the new standards governing financial instruments on 1 January 2019 Item Carrying value listed Reclassified Remeasured Carrying value listed according to original according to new standards standards (31 December 2018) (1 January 2019) A. Financial assets a. Amortized cost Monetary assets 3,894,546,925.52 13,055,107.15 3,907,602,032.67 Accounts receivable 155,898,006.77 155,898,006.77 Other receivables 80,037,483.65 -13,055,107.15 66,982,376.50 Total financial assets 4,130,482,415.94 4,130,482,415.94 at amortized cost b. At fair value through other comprehensive income Available-for-sale 3,621,381.11 -3,621,381.11 financial assets Investments in other 3,621,381.11 3,621,381.11 equity instruments Total financial assets 3,621,381.11 3,621,381.11 at fair value through other comprehensive 148 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 income B. Financial liabilities a. Amortized cost Accounts payable 435,350,850.19 435,350,850.19 Other payables 656,720,054.30 -1,669.10 656,718,385.20 Current portion of 1,669.10 1,669.10 non-current liabilities Long-term borrowings 1,000,000.00 1,000,000.00 Total liabilities at 1,093,070,904.49 1,093,070,904.49 amortized cost 3) The Company starts to implement the revised Accounting Standards for Business Enterprises No.7-Non-Monetary Assets Exchange since 10 June 2019 and to implement the revised Accounting Standards for Business Enterprises No.12-Debt Restructuring since 17 June 2019. This change of accounting policy was treated with prospective application. (2) Changes in Accounting Estimates □ Applicable √ Not applicable (3) Adjustments to the Financial Statements at the Beginning of the First Execution Year of any New Standards Governing Financial Instruments, Revenue or Leases since 2019 √ Applicable □ Not applicable Consolidated balance sheet: Unit: RMB Item 31 December 2018 1 January 2019 Adjustment Current assets: Monetary assets 3,894,546,925.52 3,907,602,032.67 13,055,107.15 Settlement reserve Interbank loans granted Held-for-trading financial assets Financial assets at fair value through profit or loss Derivative financial assets Notes receivable Accounts receivable 155,898,006.77 155,898,006.77 Accounts receivable financing 149 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Prepayments 59,546,657.35 59,546,657.35 Premiums receivable Reinsurance receivables Receivable reinsurance contract reserve Other receivables 80,037,483.65 66,982,376.50 -13,055,107.15 Including: Interest 13,055,107.15 -13,055,107.15 receivable Dividends receivable Financial assets purchased under resale agreements Inventories 1,396,154,603.04 1,396,154,603.04 Contract assets Assets classified as held for sale Current portion of non-current assets Other current assets 17,233,435.58 17,233,435.58 Total current assets 5,603,417,111.91 5,603,417,111.91 Non-current assets: Loans and advances to customers Investments in debt obligations Available-for-sale financial 3,621,381.11 -3,621,381.11 assets Investments in other debt obligations Held-to-maturity investments Long-term receivables Long-term equity 39,999,283.24 39,999,283.24 investments Investments in other equity 3,621,381.11 3,621,381.11 instruments 150 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Other non-current financial assets Investment property 639,167,209.48 639,167,209.48 Fixed assets 102,516,975.36 102,516,975.36 Construction in progress Productive living assets Oil and gas assets Right-of-use assets Intangible assets 455,300.38 455,300.38 R&D expense Goodwill Long-term prepaid 3,493,237.29 3,493,237.29 expense Deferred income tax assets 520,832,796.49 520,832,796.49 Other non-current assets 109,851,318.29 109,851,318.29 Total non-current assets 1,419,937,501.64 1,419,937,501.64 Total assets 7,023,354,613.55 7,023,354,613.55 Current liabilities: Short-term borrowings Borrowings from central bank Interbank loans obtained Held-for-trading financial liabilities Financial liabilities at fair value through profit or loss Derivative financial liabilities Notes payable Accounts payable 435,350,850.19 435,350,850.19 Advances from customers 278,045,801.46 278,045,801.46 Contract liabilities Financial assets sold under repurchase agreements Customer deposits and interbank deposits 151 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Payables for acting trading of securities Payables for underwriting of securities Payroll payable 126,062,756.70 126,062,756.70 Taxes payable 1,580,024,773.11 1,580,024,773.11 Other payables 656,720,054.30 656,718,385.20 -1,669.10 Including: Interest 1,669.10 -1,669.10 payable Dividends 12,434,579.81 12,434,579.81 payable Handling charges and commissions payable Reinsurance payables Liabilities directly associated with assets classified as held for sale Current portion of 1,669.10 1,669.10 non-current liabilities Other current liabilities Total current liabilities 3,076,204,235.76 3,076,204,235.76 Non-current liabilities: Insurance contract reserve Long-term borrowings 1,000,000.00 1,000,000.00 Bonds payable Including: Preferred shares Perpetu al bonds Lease liabilities Long-term payables Long-term payroll payable Provisions Deferred income Deferred income tax 5,275.60 5,275.60 liabilities 152 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Other non-current 64,627,587.61 64,627,587.61 liabilities Total non-current liabilities 65,632,863.21 65,632,863.21 Total liabilities 3,141,837,098.97 3,141,837,098.97 Owners’ equity: Share capital 595,979,092.00 595,979,092.00 Other equity instruments Including: Preferred shares Perpetu al bonds Capital reserves 483,347,184.25 483,347,184.25 Less: Treasury stock Other comprehensive -1,786,181.69 -1,786,181.69 income Specific reserve Surplus reserves 299,569,569.96 299,569,569.96 General reserve Retained earnings 2,495,296,440.15 2,495,296,440.15 Total equity attributable to owners of the Company as 3,872,406,104.67 3,872,406,104.67 the parent Non-controlling interests 9,111,409.91 9,111,409.91 Total owners’ equity 3,881,517,514.58 3,881,517,514.58 Total liabilities and owners’ 7,023,354,613.55 7,023,354,613.55 equity Notes to the adjustments: The Company starts to implement the Accounting Standards for Business Enterprises No.22-Recognition and Measurement of Financial Instruments, Accounting Standards for Business Enterprises No. 23-Transfer of Financial Assets, Accounting Standards for Business Enterprises No. 24-Hedging and Accounting Standards for Business Enterprises No.37-Presentation of Financial Instruments (hereinafter referred to the new standards governing financial instruments) revised by the Ministry of Finance since 1 January 2019. As required by the connection regulation for the old and new standards, the information of comparative period was not adjusted, and the beginning retained earnings or other comprehensive income of the Reporting Period shall be retroactively adjusted for the difference between the original standards and the new one when implemented on the first execution date. Balance sheet of the Company as the parent: Unit: RMB 153 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Item 31 December 2018 1 January 2019 Adjustment Current assets: Monetary assets 2,520,788,994.16 2,529,018,497.74 8,229,503.58 Held-for-trading financial assets Financial assets at fair value through profit or loss Derivative financial assets Notes receivable Accounts receivable 1,853,494.72 1,853,494.72 Accounts receivable financing Prepayments 829,683.68 829,683.68 Other receivables 1,306,715,826.93 1,298,486,323.35 -8,229,503.58 Including: Interest 8,229,503.58 -8,229,503.58 receivable Dividends receivable Inventories 105,840,115.24 105,840,115.24 Contract assets Assets classified as held for sale Current portion of non-current assets Other current assets Total current assets 3,936,028,114.73 3,936,028,114.73 Non-current assets: Investments in debt obligations Available-for-sale financial 3,851,881.11 -3,851,881.11 assets Investments in other debt obligations Held-to-maturity investments Long-term receivables 154 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Long-term equity 239,501,956.17 239,501,956.17 investments Investments in other equity 3,851,881.11 3,851,881.11 instruments Other non-current financial assets Investment property 317,313,917.65 317,313,917.65 Fixed assets 9,121,637.65 9,121,637.65 Construction in progress Productive living assets Oil and gas assets Right-of-use assets Intangible assets R&D expense Goodwill Long-term prepaid 778,392.57 778,392.57 expense Deferred income tax assets 315,888,967.26 315,888,967.26 Other non-current assets 104,132,920.00 104,132,920.00 Total non-current assets 990,589,672.41 990,589,672.41 Total assets 4,926,617,787.14 4,926,617,787.14 Current liabilities: Short-term borrowings Held-for-trading financial liabilities Financial liabilities at fair value through profit or loss Derivative financial liabilities Notes payable Accounts payable 124,501,464.28 124,501,464.28 Advances from customers 75,895,087.75 75,895,087.75 Contract liabilities Payroll payable 31,224,455.28 31,224,455.28 Taxes payable 1,402,388,742.76 1,402,388,742.76 Other payables 224,875,980.31 224,875,980.31 155 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Including: Interest payable Dividends 29,642.40 29,642.40 payable Liabilities directly associated with assets classified as held for sale Current portion of non-current liabilities Other current liabilities Total current liabilities 1,858,885,730.38 1,858,885,730.38 Non-current liabilities: Long-term borrowings Bonds payable Including: Preferred shares Perpetu al bonds Lease liabilities Long-term payables Long-term payroll payable Provisions Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 1,858,885,730.38 1,858,885,730.38 Owners’ equity: Share capital 595,979,092.00 595,979,092.00 Other equity instruments Including: Preferred shares Perpetu al bonds Capital reserves 92,326,467.62 92,326,467.62 156 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Less: Treasury stock Other comprehensive income Specific reserve Surplus reserves 298,912,759.52 298,912,759.52 Retained earnings 2,080,513,737.62 2,080,513,737.62 Total owners’ equity 3,067,732,056.76 3,067,732,056.76 Total liabilities and owners’ 4,926,617,787.14 4,926,617,787.14 equity Notes to the adjustments: The Company starts to implement the Accounting Standards for Business Enterprises No.22-Recognition and Measurement of Financial Instruments, Accounting Standards for Business Enterprises No. 23-Transfer of Financial Assets, Accounting Standards for Business Enterprises No. 24-Hedging and Accounting Standards for Business Enterprises No.37-Presentation of Financial Instruments (hereinafter referred to the new standards governing financial instruments) revised by the Ministry of Finance since 1 January 2019. As required by the connection regulation for the old and new standards, the information of comparative period was not adjusted, and the beginning retained earnings or other comprehensive income of the Reporting Period shall be retroactively adjusted for the difference between the original standards and the new one when implemented on the first execution date. (4) Retroactive Adjustments to Comparative Data of Prior Years when Execution of any New Standards Governing Financial Instruments or Leases since 2019 □ Applicable √ Not applicable 45. Other In the Note of the financial statements, the data of the period-beginning refers to the financial statement data on 1 January 2019; the data of the period-end refers to the financial statement data on 31 December 2019; the Reporting Period refers to the year of 2019; the same period of last year refers to the year of 2018. The same to the Company as the parent. VI Taxes 1. Main Taxes and Tax Rates Category of taxes Tax basis Tax rate Sales of goods or provision of taxable VAT [Note 1] services Applied to 7%, 1% separately according to Urban maintenance and construction tax Turnover tax payable the regional level 157 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Enterprise income tax Taxable income 25% [Note 2] Added value generated from paid transfer Four progressive levels with the tax rate of the use right of state-owned lands and VAT of land ranging from 30% to 60% of transferring property right of above-ground buildings real estate added value and other attachments Levied according to price: paid according to 1.2% of the residual value of the real Real estate tax estate’s original value after deducted 30% at once; levied according to lease: paid according to 12% of the rental income Education surcharge Turnover tax payable 3% Local education surcharge Turnover tax payable 2% Notes of the disclosure situation of the taxpaying bodies with different enterprises income tax rate Name Income tax rate Chongqing Shenzhen International Trade Center Property 15% Management Co., Ltd. Shenzhen SZPRD Housing Assets Operation and Management 20% Co., Ltd. Shenzhen Guomao Catering Co., Ltd. 20% Shenzhen Property Engineering and Construction Supervision 20% Co., Ltd. Shenzhen Julian Human Resources Development Co.,Ltd. 20% Shenzhen Huazhengpeng Property Management Development 20% Co., Ltd. Shenzhen Jinhailian Property Management Co.,Ltd. 20% Shenzhen Zhongtongda House Xiushan Service Co.,Ltd. 20% Shenzhen Kangping Industry Co.,Ltd. 20% Shenzhen Teacher Family Training Co., Ltd. 20% Shenzhen Education Industry Co., Ltd. 20% Shenzhen Yufa Industry Co., Ltd. 20% Chongqing Aobo Elevator Co., Ltd. 20% Subsidiaries registered in Hong Kong area 16.5% Other taxpaying bodies within the consolidated scope 25% 2. Tax Preference [Note 2] According to the regulations of No. 2, Property Service of No. 37, Commercial Service among the encouraging category of the Guidance Catalogue of Industry Constructure Adjustment (Y2011), the western 158 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 industry met with the conditions should be collected the corporate income tax according to 15% of the tax rate. The subsidiary of the Group Chongqing Shenzhen International Trade Center Property Management Co., Ltd. applies to above policy. According to the State Administration of Taxation Notice on the Implementation of Inclusive Tax Relief Policy for Small and Micro Enterprises (Fiscal [2019] No.13), from 1 January 2019, to 31 December 2021, the portion of the annual taxable income of small and micro enterprises that does not exceed RMB1 million shall be included in the taxable income at a reduced rate of 25%, and the enterprise income tax shall be paid at a tax rate of 20%. If the annual taxable income exceeds RMB1 million and does not exceed RMB3 million, it shall be included in the taxable income at a reduced rate of 50%, and the enterprise income tax shall be paid at a tax rate of 20%. This policy applies to 12 subsidiaries of our group from 2019 onwards, including Chongqing Aobo Elevator Co., Ltd., Shenzhen International Trade Center Catering Co., Ltd., etc. 3. Other [Note 1] Taxable items and tax rate of the VAT of the Company and its subsidiaries are as follows: Type of the revenue General rate Percentage charges of Sales of house property 10% 5% Rent of real estate 10% 5% Property service 6% 3% Catering service 6% 3% Others 16% -- VII. Notes to Major Items in the Consolidated Financial Statements of the Company 1. Monetary Assets Unit: RMB Item Ending balance Beginning balance Cash on hand 130,048.49 184,219.12 Bank deposits 3,276,826,087.46 3,631,118,250.16 Other monetary assets 20,934,799.96 276,299,563.39 Total 3,297,890,935.91 3,907,602,032.67 Of which: the total amount deposited 54,480,940.07 52,976,296.80 overseas The total amount with restricted right of use for mortgage, pledge 12,545,702.44 26,574,774.78 or freeze Note: please refer to the Note V 44 for details of the difference between the data of the period-beginning and the ending balance of last year (31 December 2018). Other notes: 159 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Other monetary assets were RMB20,934,799.96, among which, the cash deposits for guarantees of RMB1,120,910.60, cash deposits for L/G of RMB49,020.00, frozen assets of bank’s account of RMB7,074,255.32, bank deposits of RMB3,276,826,087.46 including RMB4,301,516.52 of interest of fixed time deposits withdrawn at the end of the Reporting Period. The above was not recognized as cash and cash equivalents for restrictions on use. 2. Held-for-trading Financial Assets Unit: RMB Item Ending balance Beginning balance Of which: Of which: Other notes: 3. Derivative Financial Assets Unit: RMB Item Ending balance Beginning balance Other notes: 4. Notes Receivable (1) Notes Receivable Listed by Category Unit: RMB Item Ending balance Beginning balance Unit: RMB Ending balance Beginning balance Carrying amount Bad debt provision Carrying amount Bad debt provision Category Withdra Withdraw Carrying Carrying Proportio wal Proportio al Amount Amount value Amount Amount value n proportio n proportio n n Of which: Of which: Bad debt provision separately accrued: Unit: RMB Ending balance Name Carrying amount Bad debt provision Withdrawal proportion Withdrawal reason Bad debt provision withdrawn according to groups: 160 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Unit: RMB Ending balance Name Carrying amount Bad debt provision Withdrawal proportion Notes of the basis of recognizing the group: If the bad debt provision for notes receivable was withdrawn in accordance with the general model of expected credit losses, information related to bad debt provision shall be disclosed by reference to the disclosure method of other receivables: □ Applicable √ Not applicable (2) Bad Debt Provision Withdrawn, Reversed or Collected during the Reporting Period Bad debt provision withdrawn in the Reporting Period: Unit: RMB Increase/decrease Category Beginning balance Reversed or Ending balance Withdrawn Verified collected Of which, bad debt provision collected or reversed with significant amount: □ Applicable √ Not applicable (3) Notes Receivable Pledged by the Company at the Period-end Unit: RMB Item Amount (4) Notes Receivable which Had Endorsed by the Company or had Discounted and had not Due on the Balance Sheet Date at the Period-end Unit: RMB Amount of recognition termination at the Amount of not terminated recognition at Item period-end the period-end (5) Notes Transferred to Accounts Receivable because Drawer of the Notes Failed to Execute the Contract or Agreement Unit: RMB Amount of the notes transferred to accounts receivable at the Item period-end Other notes: (6) Notes Receivable with Actual Verification for the Reporting Period Unit: RMB 161 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Item Amount Of which, verification of significant notes receivable: Unit: RMB Whether occurred because of Name of the entity Nature Amount Reason Procedure related-party transactions Notes of the verification of notes receivable: 5. Accounts Receivable (1) Accounts Receivable Classified by Category Unit: RMB Ending balance Beginning balance Carrying amount Bad debt provision Carrying amount Bad debt provision Category Withdra Withdraw Carrying Carrying Proportio wal Proportio al Amount Amount value Amount Amount value n proportio n proportio n n Accounts receivable 106,958, 105,293, 1,665,006 106,653,2 101,925,4 4,727,793.0 with single bad debt 31.79% 98.44% 40.50% 95.57% 370.47 364.00 .47 10.92 17.89 3 provision accrued Of which: Accounts receivable 158,966,4 59.85 7,796,282 4.90 151,170,21 with bad debt 229,476, 14,217,8 215,258,6 96.11 .37 3.74 68.21% 6.20% provision withdrawn 481.62 24.84 56.78 according to groups Of which: 336,434, 119,511, 216,923,6 265,619,7 100.00 109,721,7 41.31 155,898,00 Total 100.00% 35.52% 852.09 188.84 63.25 07.03 00.26 6.77 Single bad debt provision accrued: 105,293,364.00 Unit: RMB Ending balance Name Withdrawal Carrying amount Bad debt provision Withdrawal reason proportion Shenzhen Jiyong Properties & Involved in lawsuit and no 93,811,328.05 93,811,328.05 100.00% Resources Development Company executable property 162 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Uncollectible for a long Shenzhen Tewei Industry Co., Ltd. 2,836,561.00 2,836,561.00 100.00% period Poor operating conditions, Lunan Industry Corporation 2,818,284.84 2,818,284.84 100.00% uncollectible for a long period Those with insignificant single amount Uncollectible for a long for which bad debt provision separately 7,492,196.58 5,827,190.11 77.78% period accrued Total 106,958,370.47 105,293,364.00 -- -- Single bad debt provision accrued: Unit: RMB Ending balance Name Carrying amount Bad debt provision Withdrawal proportion Withdrawal reason Bad debt provision withdrawn according to groups: 14,217,824.84 Unit: RMB Ending balance Name Carrying amount Bad debt provision Withdrawal proportion Within 1 year 201,616,202.70 6,048,650.44 3.00% 1 to 2 years 15,256,204.99 1,525,620.50 10.00% 2 to 3 years 7,883,460.64 2,365,038.19 30.00% 3 to 4 years 662,992.00 331,496.00 50.00% 4 to 5 years 553,007.94 442,406.36 80.00% Over 5 years 3,504,613.35 3,504,613.35 100.00% Total 229,476,481.62 14,217,824.84 -- Notes of the basis of recognizing the group: Bad debt provision withdrawn according to groups: Unit: RMB Ending balance Name Carrying amount Bad debt provision Withdrawal proportion Notes of the basis of recognizing the group: If the bad debt provision for accounts receivable was withdrawn in accordance with the general model of expected credit losses, information related to bad debt provision shall be disclosed by reference to the disclosure method of other receivables: □ Applicable √ Not applicable Disclosed by aging Unit: RMB Aging Ending balance Within 1 year (including 1 year) 201,616,202.70 163 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 1 to 2 years 15,256,204.99 2 to 3 years 7,883,460.64 Over 3 years 111,678,983.76 3 to 4 years 662,992.00 4 to 5 years 553,007.94 Over 5 years 110,462,983.82 Total 336,434,852.09 (2) Bad Debt Provision Withdrawn, Reversed or Collected during the Reporting Period Bad debt provision withdrawn for the Reporting Period: Unit: RMB Increase/decrease Beginning Category Reversed or Ending balance balance Withdrawn Verified collected Bad debt provision 101,925,417.89 3,367,946.11 105,293,364.00 separately accrued Bad debt provision withdrawn according to 7,796,282.37 6,449,091.52 27,549.05 14,217,824.84 groups Total 109,721,700.26 9,817,037.63 27,549.05 119,511,188.84 Of which, bad debt provision reversed or collected with significant amount: Unit: RMB Name of the entity Amount reversed or collected Method (3) Accounts Receivable with Actual Verification for the Reporting Period Unit: RMB Item Amount verified Of which, verification of significant accounts receivable: Unit: RMB Whether occurred Reason for because of Name of the entity Nature Amount verified Procedure verification related-party transactions Notes of the verification of accounts receivable: 164 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (4) Top 5 of the Ending Balance of the Accounts Receivable Collected according to the Arrears Party Unit: RMB Ending balance of accounts % of total ending balance of accounts Ending balance of bad Name of units receivable receivable debt provision Shenzhen Jiyong Properties & 93,811,328.05 27.88% 93,811,328.05 Resources Development Company Shenzhen Bay Technology 93,790,305.70 27.88% 2,813,709.17 Development Co., Ltd. Alibaba Internet Technology Co., Ltd 11,395,058.57 3.39% 341,851.76 Alibaba Cloud Computing Ltd. 9,401,805.01 2.79% 282,054.15 Tao Bao(China)Software Co.,Ltd. 6,297,347.40 1.87% 188,920.42 Total 214,695,844.73 63.81% (5) Derecogniziton of Accounts Receivable due to the Transfer of Financial Assets (6) The Amount of the Assets and Liabilities Formed due to the Transfer and the Continued Involvement of Accounts Receivable Other notes: 6. Accounts Receivable Financing Unit: RMB Item Ending balance Beginning balance Increase or decrease of accounts receivable financing and changes in fair value thereof □ Applicable √ Not applicable If the depreciation reserve for accounts receivable financing was withdrawn in accordance with the general model of expected credit losses, the information related to depreciation reserve shall be disclosed by reference to the disclosure method of other receivables: □ Applicable √ Not applicable Other notes: 7. Prepayments (1) List by Aging Analysis Unit: RMB Ending balance Beginning balance Aging Amount Proportion Amount Proportion Within 1 year 36,985,187.03 53.18% 30,184,640.40 50.69% 165 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 1 to 2 years 3,797,085.70 5.46% 8,360,467.04 14.04% 2 to 3 years 8,360,467.04 12.36% 20,009,974.40 33.60% Over 3 years 20,404,034.40 29.00% 991,575.51 1.67% Total 69,546,774.17 -- 59,546,657.35 -- Notes of the reasons of the prepayment aging over 1 year with significant amount but failed settled in time: The prepayment aging over 1 year are the various prepaid taxes, like land VAT, urban construction tax and educational surtax of prepayment of real estate projects still not reaching the recognition of income conditions according to tax law; the relevant procedures of conscience money including land price transaction fees and municipal supporting facilities fee hasn’t been completed yet. (2) Top 5 of the Ending Balance of the Prepayments Collected according to the Prepayment Target Name of units Carrying amount As % of the total ending balance of the prepayments (%) Deferred tax-land VAT 36,435,166.41 51.95 Financial Committee of Shenzhen 19,509,471.00 27.81 Jiangsu Hanjian Group 8,000,000.00 11.41 State Grid Chongqing Electric Power Co., Ltd 475,000.00 0.68 Property management center of Tongshan District 304,992.00 0.43 in Xuzhou Total 64,724,629.41 92.28 Other notes: The total amount of top 5 of the ending balance of the prepayments was RMB64,724,629.41, accounting for 92.28% of the total ending balance of the prepayments. 8. Other Receivables Unit: RMB Item Ending balance Beginning balance Other receivables 917,981,165.74 66,982,376.50 Total 917,981,165.74 66,982,376.50 (1) Interest Receivable 1) Category of Interest Receivable Unit: RMB Item Ending balance Beginning balance 166 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 2) Significant Overdue Interest Unit: RMB Whether occurred Entity Ending balance Overdue time Overdue reason impairment and the judgment basis Other notes: 3) Withdrawal of Bad Debt Provision □ Applicable √ Not applicable (2) Dividends Receivable 1) Category of Dividends Receivable Unit: RMB Item (or investees) Ending balance Beginning balance 2) Significant Dividends Receivable Aged over 1 Year Unit: RMB Whether occurred Item (or investees) Ending balance Aging Reason impairment and the judgment basis 3) Withdrawal of Bad Debt Provision □ Applicable √ Not applicable Other notes: (3) Other Receivables 1) Other Receivables Disclosed by Account Nature Unit: RMB Nature Ending carrying amount Beginning carrying amount Margin 13,439,816.18 15,537,472.90 Cash deposit 30,202,817.84 5,162,622.32 Petty cash 1,853,585.88 1,322,262.16 Payments on behalf 5,218,908.47 6,174,369.06 167 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 External intercourse funds 915,411,567.13 77,833,645.12 Other 9,087,762.19 9,504,197.22 Total 975,214,457.69 115,534,568.78 2) Withdrawal of Bad Debt Provision Unit: RMB First stage Second stage Third stage Expected loss in the Expected loss in the Bad debt provision Expected credit loss Total duration (credit impairment duration (credit impairment of the next 12 months not occurred) occurred) Balance of 1 January 20,576,560.35 27,975,631.93 48,552,192.28 2019 Balance of 1 January 2019 in the Current —— —— —— —— Period --Reverse to First Stage Withdrawal of the 9,315,041.60 9,315,041.60 Current Period Reversal of the Current 633,941.93 633,941.93 Period Balance of 31 December 29,257,660.02 27,975,631.93 57,233,291.95 2019 Changes of carrying amount with significant amount changed of loss provision in the current period □ Applicable √ Not applicable Disclosure by aging Unit: RMB Aging Carrying amount Within 1 year (including 1 year) 909,014,689.39 1 to 2 years 5,209,826.38 2 to 3 years 2,747,772.38 Over 3 years 58,242,169.54 3 to 4 years 3,983,260.15 4 to 5 years 6,351,427.61 Over 5 years 47,907,481.78 Total 975,214,457.69 168 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 3) Bad Debt Provision Withdrawn, Reversed or Recovered in the Reporting Period Withdrawal of bad debt provision: Unit: RMB Beginning Changes Category Ending balance balance Withdrawal Recovery or reversal Write-off Individual withdrawal 27,975,631.93 27,975,631.93 of bad debt provision Withdrawal of bad debt provision by 20,576,560.35 9,315,041.60 633,941.93 29,257,660.02 groups Total 48,552,192.28 9,315,041.60 633,941.93 57,233,291.95 Individual withdrawal of bad debt provision of other receivables at the period-end: Name of the entity Carrying amount Bad debt provision Withdrawal Withdrawal reason proportion (%) Shanghai Yutong Real Estate 5,676,000.00 5,676,000.00 100.00 Difficult to recover the Development Co., Ltd. lawsuit judgment Hong Kong Yueheng Development Co., 3,271,837.78 3,271,837.78 100.00 Unrecoverable for a long Ltd. term Dameisha tourism center 2,576,445.69 2,576,445.69 100.00 Projects construction ceased Elevated train project 2,542,332.43 2,542,332.43 100.00 Projects construction ceased Other receivables with insignificant single 13,909,016.03 13,909,016.03 100.00 Unrecoverable for a long amount for which bad debt provision term separately accrued Subtotal 27,975,631.93 27,975,631.93 100.00 Of which bad debt provision revered or recovered with significant amount: Unit: RMB Name of the entity Reversed or collected amount Method 4) Particulars of the Actual Verification of Other Receivables during the Reporting Period Unit: RMB Item Amount Of which: significant actual verification of other receivables: Unit: RMB 169 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Whether occurred because of Name of the entity Nature Amount Reason Procedure related-party transactions Notes of verification of other receivables: 5) Top 5 of the Ending Balance of the Other Receivables Collected according to the Arrears Party Unit: RMB Proportion to ending Ending balance Name of the entity Nature Ending balance Aging balance of other of bad debt receivables% provision Shenzhen Xinhai Holding External intercourse 551,499,990.18 Within 1 year 56.55% Co., Ltd. funds Shenzhen Xinhai Rongyao External intercourse Real Estate Development 330,472,932.33 Within 1 year 33.89% funds Co., Ltd. Shanghai Yutong Real estate External intercourse 5,676,000.00 Over 5 years 0.58% 5,676,000.00 development Co., Ltd. funds Shenzhen Banglingstock 4 to 5 years and Margin 5,031,980.00 0.52% 4,031,980.00 Cooperative Company over 5 years Hong Kong Yueheng External intercourse 3,271,837.78 Over 5 years 0.34% 3,271,837.78 Development Co., Ltd. funds Total -- 895,952,740.29 -- 91.88% 12,979,817.78 6) Accounts Receivable Involving Government Subsidies Unit: RMB Project of government Estimated recovering Name of the entity Ending balance Aging at period-end subsidies time, amount and basis 7)Derecognition of Other Receivables due to the Transfer of Financial Assets 8) The Amount of the Assets and Liabilities Formed due to the Transfer and the Continued Involvement of Other Receivables Other notes: 9. Inventories Whether the Company has already executed the new income standards □ Yes √ No 170 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (1) Category of Inventories The Company needs to comply with the disclosure requirements of Shenzhen Stock Exchange Industry Information Disclosure Guidelines No.3-Listed Companies Engaged in Real Estate Industry Classified by nature Unit: RMB Ending balance Beginning balance Falling price Falling price reserves of reserves of inventory or inventory or Item Carrying amount depreciation Carrying value Carrying amount depreciation Carrying value reserves of reserves of contract contract performance cost performance cost R&D expenses 4,528,429,076.71 6,648,404.13 4,521,780,672.58 953,871,537.48 6,648,404.13 947,223,133.35 R&D of products 390,363,836.20 390,363,836.20 448,118,524.87 1,611,969.40 446,506,555.47 Raw materials 1,743,790.82 484,117.43 1,259,673.39 1,309,072.68 489,471.79 819,600.89 Inventory good 2,132,162.67 2,094,300.39 37,862.28 2,148,716.42 859,790.85 1,288,925.57 Low-value consumption 68,832.21 68,832.21 316,387.76 316,387.76 goods Total 4,922,737,698.61 9,226,821.95 4,913,510,876.66 1,405,764,239.21 9,609,636.17 1,396,154,603.04 Disclose main items of R&D expenses and interest capitalization in the following format: Unit: RMB Transferr Increase Of which: ed to Accumula Estimated Estimated Other (Costs of amount of Date of developin tive Name of date of total Beginnin decrease developm Ending capitalize Capital commenc g amount of project completio investmen g balance for this ent) for balance d interests resources ement properties capitalize n t period this for this for this d interests period period period Guanlan 6,433,000 3,004,198 Bangling Bank loan ,000.00 ,155.43 project SZPRD-B anshan 15 March 11 March 110,750,0 71,739,68 32,155,46 103,895,1 Other Yujing 2019 2020 00.00 2.14 5.82 47.96 Phase II 171 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 SZPRD- Golden Collar’s 1 March 1 July 1,595,600 618,616,8 479,743,1 440,892,1 579,765,8 2,670,836 38,071.34 Other Resort 2014 2019 ,000.00 46.23 29.07 37.39 54.55 .07 –Building A&CA SZPRD-F 1 uchang 1 June 969,290,0 6,851,663 574,565,3 581,416,9 December Other Garden 2020 00.00 .65 07.68 71.33 2018 Phase II Yupin 213,012,9 2,489,601 215,502,5 Other Luanshan 10.44 .98 12.42 Hainan 6,648,404 6,648,404 Qiongsha Other .13 .13 n Land Shenhui 37,002,03 37,002,03 Other Garden 0.89 0.89 9,108,640 953,871,5 479,743,1 1,050,102 4,528,429 2,670,836 Total -- -- 38,071.34 -- ,000.00 37.48 29.07 ,512.87 ,076.71 .07 Disclose main items of “Developing properties” in the following format: Unit: RMB Accumulative Of which: amount Name of Date of Beginning amount of of capitalized Increase Decrease Ending balance project completion balance capitalized interests for this interests period SZPRD-La ngqiao 1 December 11,517,196.11 11,517,196.11 Internationa 2012 l SZPRD-Hu pan Yujing 1 June 2015 73,821,561.41 9,763,188.71 64,058,372.70 10,446,911.43 Phase I SZPRD-Qia nhai 1 January 51,179,063.15 51,179,063.15 14,633,486.15 Gangwan 2016 Garden SZPRD-Ba nshan 67,659,187.47 38,266,209.74 29,392,977.73 27,205,315.95 Yujing Phase I 172 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 SZPRD-So nghu 1 July 2017 68,099,027.29 41,000,916.17 27,098,111.12 30,539,392.65 Langyuan SZPRD-Hu 11 January 165,839,369.6 pan Yujing 49,456.79 75,829,802.11 90,059,024.33 2017 5 Phase II SZPRD-Go lden Collar’s 1 December 479,743,129.0 321,508,094.6 158,235,034.42 1,206,675.51 17,200.51 Resort 2019 7 5 –Building B Internationa l Trade 1 December 4,839,083.10 4,839,083.10 Center 1995 Plaza Huangyuyu 1 June 2001 790,140.58 790,140.58 an A Area Podium 1 Building of November 645,532.65 645,532.65 Fuchang 1999 Building Other 3,728,363.46 3,728,363.46 83,077,702.96 projects 448,118,524.8 479,792,585.8 537,547,274.5 Total -- 390,363,836.20 167,109,484.65 17,200.51 7 6 3 Classification of “Developing properties with the collection of payments in installments”, “Renting developing properties” and “Temporary Housing”: Unit: RMB Item Beginning balance Increase Decrease Ending balance (2)Falling Price Reserves of Inventory andDepreciation Reserves of Contract Performance Cost Disclosure of falling provision withdrawal of inventory in the following format: Classified by nature: Unit: RMB Increase Decrease Beginning Item Reversal or Ending balance Note balance Withdrawal Other Other write-off 173 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 6,648,404. R&D costs 6,648,404.13 13 1,611,969. R&D products 1,611,969.40 40 Raw materials 489,471.79 5,354.36 484,117.43 Inventory good 859,790.85 1,234,509.54 2,094,300.39 9,609,636. Total 1,234,509.54 1,617,323.76 9,226,821.95 -- 17 Classification by main project: Unit: RMB Increase Decrease Beginning Name of project Reversal or Ending balance Notes balance Withdrawal Other Other write-off Hainan 6,648,404. 6,648,404.13 Qiongshan Land 13 SZPRD-Banshan 1,611,969. 1,611,969.40 Yujing Phase I 40 8,260,373. Total 1,611,969.40 6,648,404.13 -- 53 (3) Notes to the Ending Balance of Inventories Including Capitalized Borrowing Expense The details of ending balance of the inventory included a total amount of the capitalized borrowings as follows: Item Period-begin Reporting Period Carry-over in Current Period-end Period SZPRD-Banshan Yujing 2,285,133.71 1,544,959.74 740,173.97 Phase I SZPRD-Qianhai Gangwan 1,069,665.60 1,069,665.60 Garden SZPRD-Songhu Langyuan 1,116,092.96 1,072,373.39 43,719.56 SZPRD-Langqiao 2,971,986.54 2,971,986.54 International SZPRD-Hupan Yujing 2,140,112.62 515,546.13 1,624,566.49 Phase I SZPRD-Golden Collar’s 3,882,239.73 55,271.85 840,158.72 3,097,352.86 Resort Subtotal 13,465,231.16 55,271.85 5,042,703.58 8,477,799.43 174 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (4) Inventory Limit Disclosed by project Unit: RMB Name of project Beginning balance Ending balance Reason for the Limit (5) Category of Inventory The Company needs to comply with the disclosure requirements of Shenzhen Stock Exchange Industry Information Disclosure Guidelines No.3-Listed Companies Engaged in Real Estate Industry Classified by nature: Unit: RMB Ending balance Beginning balance Item Falling price Falling price Carrying amount Carrying value Carrying amount Carrying value reserves reserves R&D costs 4,528,429,076.71 6,648,404.13 4,521,780,672.58 953,871,537.48 6,648,404.13 947,223,133.35 R&D products 390,363,836.20 390,363,836.20 448,118,524.87 1,611,969.40 446,506,555.47 Raw materials 1,743,790.82 484,117.43 1,259,673.39 1,309,072.68 489,471.79 819,600.89 Inventory goods 2,132,162.67 2,094,300.39 37,862.28 2,148,716.42 859,790.85 1,288,925.57 Low-value consumption 68,832.21 68,832.21 316,387.76 316,387.76 goods Total 4,922,737,698.61 9,226,821.95 4,913,510,876.66 1,405,764,239.21 9,609,636.17 1,396,154,603.04 Disclose main items of R&D expenses and interest capitalization in the following format: Unit: RMB Transferr Increase Of which: ed to Accumula Estimated Estimated Other (Costs of amount of Date of developin tive Name of date of total Beginnin decrease developm Ending capitalize Capital commenc g amount of project completio investmen g balance for this ent) for balance d interests resources ement properties capitalize n t period this for this for this d interests period period period Guanlan 6,433,000 3,004,198 Bangling Bank loan ,000.00 ,155.43 project SZPRD-B anshanyuj 15 March 11 March 110,750,0 71,739,68 32,155,46 103,895,1 Other ing Phase 2019 2020 00.00 2.14 5.82 47.96 II 175 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 SZPRD- Golden Collar’s 1 March 1 July 1,595,600 618,616,8 479,743,1 440,892,1 579,765,8 2,670,836 38,071.34 Other Resort 2014 2019 ,000.00 46.23 29.07 37.39 54.55 .07 –Building A&C SZPRD-F 1 uchang 1 June 969,290,0 6,851,663 574,565,3 581,416,9 December Other Garden 2020 00.00 .65 07.68 71.33 2018 Phase II Yupin 213,012,9 2,489,601 215,502,5 Other Luanshan 10.44 .98 12.42 Hainan 6,648,404 6,648,404 Qiongsha Other .13 .13 n Land Shenhui 37,002,03 37,002,03 Other Garden 0.89 0.89 9,108,640 953,871,5 479,743,1 1,050,102 4,528,429 2,670,836 Total -- -- 38,071.34 -- ,000.00 37.48 29.07 ,512.87 ,076.71 .07 Disclosing main items of “Developing properties” in the following format: Unit: RMB Accumulative Of which: amount Name of Date of Beginning amount of of capitalized Increase Decrease Ending balance project completion balance capitalized interests for this interests period SZPRD-La ngqiao 1 February 11,517,196.11 11,517,196.11 Internationa 2012 l SZPRD-Hu pan Yujing 1 June 2015 73,821,561.41 9,763,188.71 64,058,372.70 10,446,911.43 Phase I SZPRD-Qia nhai 1 January 51,179,063.15 51,179,063.15 14,633,486.15 Gangwan 2016 Garden SZPRD-Ba nshan 67,659,187.47 38,266,209.74 29,392,977.73 27,205,315.95 Yujing Phase I 176 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 SZPRD-So nghu 1 July 2017 68,099,027.29 41,000,916.17 27,098,111.12 30,539,392.65 Langyuan SZPRD-Hu 1 165,839,369.6 pan Yujing November 49,456.79 75,829,802.11 90,059,024.33 5 Phase II 2017 SZPRD-Go lden 1 February 479,743,129.0 321,508,094.6 Collar’s 158,235,034.42 1,206,675.51 17,200.51 2019 7 5 Resort-Buil ding B Internationa l Trade 1 December 4,839,083.10 4,839,083.10 Center 1995 Plaza Huangyuyu 1 June 2001 790,140.58 790,140.58 an A Area Podium 1 Building of November 645,532.65 645,532.65 Fuchang 1999 Building Other 3,728,363.46 3,728,363.46 83,077,702.96 projects 448,118,524.8 479,792,585.8 537,547,274.5 Total -- 390,363,836.20 167,109,484.65 17,200.51 7 6 3 Classification of “Developing properties with the collection of payments in installments”, “Renting developing properties” and “Temporary Housing”: Unit: RMB Item Beginning balance Increase Decrease Ending balance (6) Falling Price Reserves of Inventories Disclosure of falling provision withdrawal of inventory in the following format: Classified by nature: Unit: RMB Increase Decrease Beginning Item Reversal or Ending balance Notes balance Withdrawal Other Other write-off 6,648,404. R&D costs 6,648,404.13 13 177 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 1,611,969. R&D products 1,611,969.40 40 Raw materials 489,471.79 5,354.36 484,117.43 Inventory goods 859,790.85 1,234,509.54 2,094,300.39 9,609,636. Total 1,234,509.54 1,617,323.76 9,226,821.95 -- 17 Classification by main project: Unit: RMB Increase Decrease Beginning Name of project Reversal or Ending balance Notes balance Withdrawal Other Other write-off Hainan 6,648,404. 6,648,404.13 Qiongshan Land 13 SZPRD-Banshan 1,611,969. 1,611,969.40 Yujing Phase I 40 8,260,373. Total 1,611,969.40 6,648,404.13 -- 53 (7) Notes to the Ending Balance of Inventories Including Capitalized Borrowing Expense The details of ending balance of the inventory included a total amount of the capitalized borrowings as follows: Item Period-begin Reporting Period Carry-over in current Period-end period SZPRD-Banshan Yujing 2,285,133.71 1,544,959.74 740,173.97 Phase I SZPRD-Qianhai 1,069,665.60 1,069,665.60 Gangwan Garden SZPRD-Songhu 1,116,092.96 1,072,373.39 43,719.56 Langyuan SZPRD-Langqiao 2,971,986.54 2,971,986.54 International SZPRD-Hupan Yujing 2,140,112.62 515,546.13 1,624,566.49 Phase I SZPRD-Golden Collar’s 3,882,239.73 55,271.85 840,158.72 3,097,352.86 Resort Subtotal 13,465,231.16 55,271.85 5,042,703.58 8,477,799.43 (8) Inventory Limit Disclosed by project Unit: RMB 178 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Name of project Beginning balance Ending balance Reason for the Limit (9) Completed but Unsettled Assets Generated from Construction Contacts at the Period-end Unit: Item Amount Other notes: (10) Categoryof Inventory Unit: RMB Ending balance Beginning balance Falling price Falling price reserves of reserves of inventory or inventory or Item Carrying amount depreciation Carrying value Carrying amount depreciation Carrying value reserves of reserves of contract contract performance cost performance cost Total 4,913,510,876.66 1,396,154,603.04 (11)Falling Price Reserves of Inventory andDepreciation Reserves of Contract Performance Cost Unit: RMB Increase Decrease Beginning Item Reversal or Ending balance balance Withdrawal Other Other write-off (12) Notes to the Ending Balance of Inventories Including Capitalized Borrowing Expense (13) Notes to Amortized Amount of Contract Performance Cost (14) Category of Inventory Unit: RMB Ending balance Beginning balance Item Falling price Falling price Carrying amount Carrying value Carrying amount Carrying value reserves reserves Total 4,913,510,876.66 1,396,154,603.04 179 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (15) Falling Price Reserves of Inventory Unit: RMB Increase Decrease Beginning Item Reversal or Ending balance balance Withdrawal Other Other write-off (16) Notes to the Ending Balance of Inventories Including Capitalized Borrowing Expense (17) Completed but Unsettled Assets Generated from Construction Contacts at the Period-end Unit: RMB Item Amount Other notes: 10. Contract Assets Unit: RMB Ending balance Beginning balance Item Carrying Falling price Carrying Falling price Carrying value Carrying value amount reserves amount reserves Amount of significant changes in carrying value of contract assets in the Reporting Period and reasons thereof: Unit: RMB Item Amount changed Reason If the bad debt provision for contract assets in accordance with the general model of expected credit losses, the information related to the bad debt provision shall be disclosed by reference to the disclosure method of other receivables: □ Applicable √ Not applicable Withdrawal of impairment provision for contract assets in the Reporting Period Unit: RMB Item Withdrawn Reversed Write-off/verified Reason Other notes: 11. Held-for-sale Assets Unit: RMB Ending carrying Impairment Ending carrying Estimated Estimated Item Fair value amount provision value disposal expense disposal time Other notes: 180 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 12. Current Portion of Non-current Assets Unit: RMB Item Ending balance Beginning balance Significant investments in debt obligations /other investments in debt obligations Unit: RMB Ending balance Beginning balance Item Actual Maturity Actual Maturity Par value Coupon rate Par value Coupon rate interest rate date interest rate date Other notes: 13. Other Current Assets Whether the Company has already executed the new income standards □ Yes √ No Unit: RMB Item Ending balance Beginning balance Prepaid VAT 34,043,807.16 16,981,072.00 Deducted input tax 8,191,279.34 252,363.58 Entrusted loan-business tax 248,037.77 Prepaid income tax 17,461.67 Total 42,500,585.94 17,233,435.58 Other notes: 14. Investments in debt obligations Unit: RMB Ending balance Beginning balance Item Impairment Impairment Carrying amount Carrying value Carrying amount Carrying value provision provision Significant investments in debt obligations Unit: RMB Ending balance Beginning balance Item Actual Maturity Actual Maturity Par value Coupon rate Par value Coupon rate interest rate date interest rate date Withdrawal of impairment provision Unit: RMB Bad debt provision First stage Second stage Third stage Total 181 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Expected loss in the Expected loss in the Expected credit loss duration (credit impairment duration (credit impairment of the next 12 months not occurred) occurred) Balance of 1 January 2019 in the Current —— —— —— —— Period Changes in carrying amount of provision for losses with significant amount in the Reporting Period □ Applicable √ Not applicable Other notes: 15. Other Investments in Debt Obligations Unit: RMB Accumulated Change in provision for fair value in Accumulated losses Beginning Accrued Ending Item the Costs changes in recognized in Notes balance interest balance Reporting fair value other Period comprehensi ve income Significant other investments in debt obligations Unit: RMB Ending balance Beginning balance Item Actual Maturity Actual Maturity Par value Coupon rate Par value Coupon rate interest rate date interest rate date Withdrawal of impairment provision Unit: RMB First stage Second stage Third stage Expected loss in the Expected loss in the Bad debt provision Expected credit loss Total duration (credit impairment duration (credit impairment of the next 12 months not occurred) occurred) Balance of 1 January 2019 in the Current —— —— —— —— Period Changes in carrying amount of provision for losses with significant amount in the Reporting Period □ Applicable √ Not applicable Other notes: 182 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 16. Long-term Receivables (1) List of Long-term Receivables Unit: RMB Ending balance Beginning balance Interval of Item Carrying Bad debt Carrying Bad debt Carrying value Carrying value discount rate amount provision amount provision Impairment of bad debt provision Unit: RMB First stage Second stage Third stage Expected loss in the Expected loss in the Bad debt provision Expected credit loss Total duration (credit impairment duration (credit impairment of the next 12 months not occurred) occurred) Balance of 1 January 2019 in the Current —— —— —— —— Period Changes in carrying amount of provision for losses with significant amount in the Reporting Period □ Applicable √ Not applicable (2) Derecognition of Long-term Receivables due to the Transfer of Financial Assets (3) The Amount of the Assets and Liabilities Formed due to the Transfer and the Continued Involvement of Long-term Receivables Other notes 17. Long-term Equity Investments Unit: RMB Increase/decrease Ending Gains and Adjustme Beginnin Cash Withdraw Ending balance Additiona losses nt of g balance Reduced Changes bonus or al of balance of Investees l recognize other (carrying investmen of other profits depreciati Other (carrying depreciati investmen d under comprehe value) t equity announce on value) on t the equity nsive d to issue reserves reserves method income I. Joint ventures 183 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shenzhen Real Estate 34,103,84 4,510,931 38,614,77 Jifa 0.40 .26 1.66 Warehous ing Co., Ltd. Shenzhen Tian’an Internatio nal 5,895,442 565,908.2 6,461,351 Building .84 2 .06 Property Managem ent Co., Ltd. 39,999,28 5,076,839 45,076,12 Subtotal 3.24 .48 2.72 II. Associated enterprises Shenzhen Wufang 18,983,61 18,983,61 18,983,61 Ceramics 4.14 4.14 4.14 Industrial Co., Ltd. Shenzhen Kangfu 165,000.0 165,000.0 165,000.0 Health 0 0 0 Products Co., Ltd. Shenzhen Xinghao 756,670.6 756,670.6 756,670.6 Imitation 8 8 8 Porcelain Co., Ltd. 184 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shenzhen Social Welfare 326,693.2 326,693.2 326,693.2 Company 4 4 4 Fuda Electronic s Factory Shenzhen Fulong Industry 1,684,350 1,684,350 1,684,350 Develop .00 .00 .00 ment Co. , Ltd. Haonianh 2,733,570 2,733,570 2,733,570 ua Hotel .05 .05 .05 Shenzhen Education Fund 500,000.0 500,000.0 500,000.0 Longhua 0 0 0 Investme nt Shenzhen Kangle Sports 540,060.0 540,060.0 540,060.0 Club 0 0 0 Huangfa Branch Dankeng village plants of 1,168,973 1,168,973 1,168,973 Fumin in .20 .20 .20 Guanlan town Shenzhen Bull 500,000.0 500,000.0 500,000.0 Entertain 0 0 0 ment Co. , Ltd. 185 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shenzhen Lianhua Caitian 1,475,465 1,475,465 1,475,465 Property .91 .91 .91 Managem ent Co., Ltd. Shenzhen Yangyuan 1,030,000 1,030,000 1,030,000 Industrial .00 .00 .00 Co., Ltd. Jiakaifeng Co., Ltd. 600,000.0 600,000.0 600,000.0 Bao’an 0 0 0 Company Guiyuan 350,000.0 350,000.0 350,000.0 Garage 0 0 0 Shenzhen Wuweibe 500,000.0 500,000.0 500,000.0 n Roof 0 0 0 Greening Co., Ltd. Shenzhen Yuanping Plastic 240,000.0 240,000.0 240,000.0 Steel 0 0 0 Doors Co., Ltd. Shenzhen Youfang 100,000.0 100,000.0 100,000.0 Printing 0 0 0 Co., Ltd. Shenzhen Lusheng Industrial 100,000.0 100,000.0 100,000.0 Develop 0 0 0 ment Co., Ltd. 31,754,39 31,754,39 31,754,39 Subtotal 7.22 7.22 7.22 186 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 71,753,68 5,076,839 76,830,51 31,754,39 Total 0.46 .48 9.94 7.22 Other notes 18. Other Equity Instrument Investment Unit: RMB Item Ending balance Beginning balance Gintian Industry (Group) Co., Ltd. 1,580,475.86 3,621,381.11 Total 1,580,475.86 3,621,381.11 Disclosure of non-trading equity instrument investment Unit: RMB Reason for assigning to Amount of other Reason of other measure by fair comprehensive comprehensive Dividend income Accumulative Accumulative value and the Name income income recognized gains losses changes be transferred to transferred to included in other retained earnings retained earnings comprehensive income Not aiming at Gintian Industry 2,051,268.24 gaining earnings (Group) Co., Ltd. by selling equity Other notes: Note: Refer to Note V-44 (3) of the financial statements for the difference between beginning balance and ending balance of prior period (31 December 2018) for details. 19. Other Non-current Financial Assets Unit: RMB Item Ending balance Beginning balance Other notes: 20. Investment Property (1) Investment Property Adopted the Cost Measurement Mode √ Applicable □ Not applicable Unit: RMB Item Houses and buildings Land use right Construction in progress Total 187 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 I. Original carrying value 1. Beginning balance 1,065,043,700.41 30,594,387.05 1,095,638,087.46 2.Increased amount of 72,696,535.33 72,696,535.33 the period (1) Outsourcing 21,830,409.39 21,830,409.39 (2)Transfer from inventory/fixed assets/ 50,595,536.48 50,595,536.48 construction in progress (3)Enterprise combination increase (4) Foreign currency 270,589.46 270,589.46 financial statements 3. Decreased amount of 301,963,542.85 331,950.00 302,295,492.85 the period (1) Disposal (2) Other transfer (3) Assets transfer of enterprise combination 301,963,542.85 331,950.00 302,295,492.85 under the same control 4. Ending balance 835,776,692.89 30,262,437.05 866,039,129.94 II.Accumulative depreciation and accumulative amortization 1. Beginning balance 442,086,226.27 14,384,651.71 456,470,877.98 2.Increased amount of 36,730,933.12 699,062.38 37,429,995.50 the period (1)Withdrawal or 36,730,933.12 699,062.38 37,429,995.50 amortization 3. Decreased amount of 130,916,801.63 268,370.52 131,185,172.15 the period (1) Disposal (2) Other transfer (3) Assets transfer of enterprise combination 130,916,801.63 268,370.52 131,185,172.15 under the same control 4. Ending balance 347,900,357.76 14,815,343.57 362,715,701.33 188 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 III. Depreciation reserves 1. Beginning balance 2.Increased amount of the period (1) Withdrawal 3. Decreased amount of the period (1) Disposal (2) Other transfer 4. Ending balance IV. Carrying value 1. Ending carrying value 487,876,335.13 15,447,093.48 503,323,428.61 2.Beginning carrying 622,957,474.14 16,209,735.34 639,167,209.48 value (2) Investment Property Adopted the Fair Value Measurement Mode □ Applicable √ Not applicable The Company needs to comply with the disclosure requirements of Guideline No. 3 of the Shenzhen Stock Exchange on the Industrial Information Disclosure about Listed Companies’ Engagement in Real Estate Business Investment properties measured in fair value by project disclosure: Unit: RMB Lease Geograph Date of income Reason for fair Building Beginning Ending fair Range of fair Name of project ical completio during this value changes and area fair value value value changes location n Reporting report index Period Whether the Company has new investment properties in construction period measured in fair value □ Yes √ No Whether the Company has new investment properties measured in fair value □ Yes √ No (3) Investment Property Failed to Accomplish Certification of Property Unit: RMB Item Carrying value Reason 189 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Replaced from the construction of 02-01 plot of Statutory plan in Baolong 9,328,459.26 Xiamen-Shenzhen Railway, and hasn’t East Area exchanged for the new certification Obtained after the success in the last Meilin land 3,885,469.40 instance in 2017, relevant certifications of property are in procedure. The house is used for property management, once occupied by the third 507 units, Block No. 6, Maguling 32,744.04 party, a property management company, now has been recovered, but hasn’t handled the warrant yet. Subtotal 13,246,672.70 Other notes Refer to Note XII-VIII (2) for decrease of assets transfer of business combination under the same control in the current period. 21. Fixed Assets Unit: RMB Item Ending balance Beginning balance Fixed assets 93,557,782.83 102,516,975.36 Total 93,557,782.83 102,516,975.36 (1) List of Fixed Assets Unit: RMB Houses and Decoration of the Machinery Transportation Item Other equipment Total buildings fixed assets equipment equipment I. Original carrying value 1. Beginning 243,372,650.59 10,605,513.07 3,056,524.06 14,618,740.14 25,651,572.91 297,305,000.77 balance 2. Increased amount of the 17,655,696.05 17,455,453.97 1,395,789.21 6,740,730.08 43,247,669.31 period (1) Purchase 17,521,455.70 17,455,453.97 1,395,789.21 6,292,929.89 42,665,628.77 (2) Transfer from construction in 240,198.00 240,198.00 progress 190 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (3) Enterprise combination 207,602.19 207,602.19 increase (4) Influence of the translation of foreign 134,240.35 134,240.35 currency-denomi nated financial statements 3. Decreased amount of the 99,355,639.74 4,955,320.50 2,850,777.06 1,891,093.75 5,127,055.35 114,179,886.40 period (1) Disposal or 4,388,761.70 1,891,093.75 3,716,782.65 9,996,638.10 scrap (2) Assets transfer of enterprise combination 99,355,639.74 566,558.80 2,850,777.06 1,410,272.70 104,183,248.30 under the same control 4. Ending balance 161,336,884.91 23,105,646.54 205,747.00 14,123,435.60 27,601,069.63 226,372,783.68 II. Accumulative depreciation 1. Beginning 156,651,454.95 7,616,459.58 1,741,447.97 9,971,905.81 18,731,039.94 194,712,308.25 balance 2. Increased amount of the 6,255,103.15 1,683,304.96 2,549.40 1,574,401.63 2,275,624.17 10,975,767.84 period (1) Withdrawal 6,255,103.15 1,683,304.96 2,549.40 1,574,401.63 2,151,303.51 10,851,447.18 (2) Enterprise combination 124,320.66 124,320.66 increase 3. Decreased amount of the 61,248,743.91 4,850,158.86 1,741,447.97 1,848,384.85 4,075,272.28 73,764,007.87 period (1) Disposal or 4,283,600.06 1,848,384.85 3,257,094.38 9,389,079.29 scrap 191 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (2) Assets transfer of enterprise combination 61,248,743.91 566,558.80 1,741,447.97 818,177.90 64,374,928.58 under the same control 4. Ending balance 101,657,814.19 4,449,605.68 2,549.40 9,697,922.59 16,931,391.83 132,739,283.69 III. Depreciation reserves 1. Beginning 75,717.16 75,717.16 balance 2. Increased amount of the period (1) Withdrawal 3. Decreased amount of the period (1) Disposal or scrap 4. Ending balance 75,717.16 75,717.16 IV. Carrying value 1. Ending 59,679,070.72 18,656,040.86 203,197.60 4,425,513.01 10,593,960.64 93,557,782.83 carrying value 2. Beginning 86,385,373.65 2,989,053.49 1,315,076.09 4,646,834.33 7,180,637.80 102,516,975.36 carrying value (2) List of Temporarily Idle Fixed Assets Unit: RMB Original carrying Accumulative Depreciation Item Carrying value Note value depreciation reserves (3) Fixed Assets Leased in by Financing Lease Unit: RMB 192 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Accumulative Item Original carrying value Depreciation reserves Carrying value depreciation (4) Fixed Assets Leased out by Operation Lease Unit: RMB Item Ending carrying value (5) Fixed Assets Failed to Accomplish Certification of Property Unit: RMB Item Carrying value Reason Property right disputes before, now has Room 406, 2 units, Hulunbuir Guangxia 2,952,876.22 won a lawsuit with unaccomplished Digital Building certification of property. The office building will be removed due to the project adjustment and a high-rise office building will be established nearby Room 401, 402, Sanxiang Business the present address. The existing property 883,928.42 Building Office Building shall be replaced after the completion of the new office building. Thus, the certification of the property is failed to transact. Subtotal 3,836,804.64 Other notes (6) Proceeds from Disposal of Fixed Assets Unit: RMB Item Ending balance Beginning balance Other notes 22. Construction in Progress Unit: RMB Item Ending balance Beginning balance (1) List of Construction in Progress Unit: RMB Item Ending balance Beginning balance 193 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Depreciation Depreciation Carrying amount Carrying value Carrying amount Carrying value reserves reserves (2) Changes in Significant Construction in Progress during the Reporting Period Unit: RMB Of Proporti which: on of Accumul Capitaliz Amount accumul ated ation rate Transferr of Beginnin Other ated amount of Increase ed in Ending Job capitaliz Capital Item Budget g decrease investme of interests d amount fixed balance schedule ed resources balance d amount nt in interest for the assets interests construct capitaliz Reportin for the ions to ation g Period Reportin budget g Period (3) List of the Withdrawal of the Depreciation Reserves for Construction in Progress Unit: RMB Item Amount withdrawn Reason for withdrawal Other notes (4) Engineering Materials Unit: RMB Ending balance Beginning balance Item Depreciation Carrying Depreciation Carrying amount Carrying value Carrying value reserves amount reserves Other notes: 23. Productive Living Assets (1) Productive Living Assets Adopting Cost Measurement Mode □ Applicable √ Not applicable (2) Productive Living Assets Adopting Fair Value Measurement Mode □ Applicable √ Not applicable 194 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 24. Oil and Gas Assets □ Applicable √ Not applicable 25. Right-to-use Assets Unit: RMB Item Total Other notes: 26. Intangible Assets (1) List of Intangible Assets Unit: RMB Item Land use right Patent right Non-patent right Total I. Original carrying value 1. Beginning balance 784,922.02 784,922.02 2. Increased amount 449,465.64 449,465.64 of the period (1) Purchase 436,315.64 436,315.64 (2) Internal R&D (3) Business 13,150.00 13,150.00 combination increase 3. Decreased amount of the period (1) Disposal 4. Ending balance 1,234,387.66 1,234,387.66 II. Accumulated amortization 1. Beginning balance 329,621.64 329,621.64 2. Increased amount 204,396.36 204,396.36 of the period (1) Withdrawal 204,396.36 204,396.36 195 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 3. Decreased amount of the period (1) Disposal 534,018.00 534,018.00 4. Ending balance III. Depreciation reserves 1. Beginning balance 2. Increased amount of the period (1) Withdrawal 3. Decreased amount of the period (1) Disposal 4. Ending balance IV. Carrying value 1. Ending carrying 700,369.66 700,369.66 value 2. Beginning 455,300.38 455,300.38 carrying value The proportion of intangible assets formed from the internal R&D of the Company at the Period-end to the ending balance of intangible assets was 0.00%. (2) Land Use Right with Certificate of Title Uncompleted Unit: RMB Item Carrying value Reason Other notes: 27. R&D Expense Unit: RMB Increase Decrease Beginning Recognized Ending Item Internal R&D Transfer to balance Other as intangible balance expense profit or loss assets 196 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Total Other notes 28. Goodwill (1) Original Carrying Value of Goodwill Unit: RMB Name of the Increase Decrease invested units or Beginning Formed by Ending balance events generating balance enterprise Disposal goodwill combination Total (2) Depreciation Reserves of Goodwill Unit: RMB Name of the Increase Decrease invested units or Beginning Ending balance events generating balance Withdrawal Disposal goodwill Total Information on the assets group or combination of assets groups which include goodwill Notes of the testing process of goodwill impairment, key parameters (such as growth rate of the forecast period, growth rate of stable period, rate of profit, discount rate, forecast period and so on for prediction of future present value of cash flows) and the recognition method of goodwill impairment losses: Influence of goodwill impairment testing Other notes 29. Long-term Prepaid Expense Unit: RMB Amortization Other decreased Item Beginning balance Increased amount Ending balance amount of the period amount Rental fees 591,838.00 1,008,576.00 1,012,078.00 588,336.00 Renovation costs 2,901,399.29 4,787,548.35 1,242,810.85 6,446,136.79 Total 3,493,237.29 5,796,124.35 2,254,888.85 7,034,472.79 197 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Other notes 30. Deferred Income Tax Assets/Deferred Income Tax Liabilities (1) Deferred Income Tax Assets that Had not Been Off-set Unit: RMB Ending balance Beginning balance Item Deductible temporary Deferred income tax Deductible temporary Deferred income tax difference assets difference assets Provision for impairment 157,586,654.91 38,312,198.03 126,743,538.44 31,553,045.99 of assets Internal unrealized profit 49,316,338.72 12,329,084.68 52,189,819.68 13,047,454.92 Deductible losses 162,281,053.40 40,570,263.35 657,498,958.12 164,374,739.53 Accrued land VAT 2,148,670,831.53 537,167,707.90 1,209,109,559.84 302,277,389.96 Estimated profit calculated at pre-sale 119,095,335.72 29,773,833.93 38,294,088.60 9,573,522.15 revenue of property enterprises Payroll payable unpaid 139.36 34.84 26,575.76 6,643.94 but withdrawn Total 2,636,950,353.64 658,153,122.73 2,083,862,540.44 520,832,796.49 (2) Deferred Income Tax Liabilities Had Not Been Off-set Unit: RMB Ending balance Beginning balance Item Deductible temporary Deferred income tax Deductible temporary Deferred income tax difference liabilities difference liabilities The carrying value of fixed assets was larger 15,284.32 3,821.08 21,102.40 5,275.60 than the tax basis Total 15,284.32 3,821.08 21,102.40 5,275.60 (3) Deferred Income Tax Assets or Liabilities Listed by Net Amount after Off-set Unit: RMB 198 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Mutual set-off amount of Ending balance of Mutual set-off amount of Beginning balance of deferred income tax deferred income tax deferred income tax deferred income tax Item assets and liabilities at assets or liabilities after assets and liabilities at assets or liabilities after the period-end off-set the period-begin off-set Deferred income tax 658,153,122.73 520,832,796.49 assets Deferred income tax 3,821.08 5,275.60 liabilities (4) List of Unrecognized Deferred Income Tax Assets Unit: RMB Item Ending balance Beginning balance Deductible temporary difference 60,809,797.81 73,565,140.25 Deductible losses 187,768,845.36 117,469,411.97 Total 248,578,643.17 191,034,552.22 (5) Deductible Losses of Unrecognized Deferred Income Tax Assets will Due in the Following Years Unit: RMB Years Ending amount Beginning amount Notes Y2019 7,443.23 7,443.23 The deductible losses of 2014 Y2020 8,494.90 2,221,261.56 The deductible losses of 2015 Y2021 3,456.91 5,397,820.20 The deductible losses of 2016 Y2022 62,919,255.68 109,842,886.98 The deductible losses of 2017 Y2024 124,830,194.64 The deductible losses of 2019 Total 187,768,845.36 117,469,411.97 -- Other notes: 31. Other Non-current Assets Whether the Company has executed the new income standards □ Yes √ No Unit: RMB Item Ending balance Beginning balance Prepayment for purchase of fixed assets, 4,711,963.66 9,851,318.29 investment properties and intangible assets Prepayment for acquisition of long-term 100,000,000.00 equity investment 199 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Total 4,711,963.66 109,851,318.29 Other notes: 32. Short-term Borrowings (1) Category of Short-term Borrowings Unit: RMB Item Ending balance Beginning balance Notes of short-term borrowings category: (2) List of the Short-term Borrowings Overdue but Not Returned The amount of the overdue unpaid short-term borrowings at the period-end was RMBXXX, of which the significant overdue unpaid short-term borrowings are as follows: Unit: RMB Borrower Ending balance Interest rate Overdue time Overdue charge rate Other notes: 33. Trading Financial liabilities Unit: RMB Item Ending balance Beginning balance Of which: Of which: Other notes: 34. Derivative Financial Liabilities Unit: RMB Item Ending balance Beginning balance Other notes: 35. Notes Payable Unit: RMB Category Ending balance Beginning balance The total amount of notes payable due but unpaid was RMBXXX. 200 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 36. Accounts Payable (1) List of Accounts Payable Unit: RMB Item Ending balance Beginning balance Engineering construction expense payable 420,433,422.07 298,051,672.25 Accrued expense 90,484,298.98 79,416,420.98 Other 66,771,418.05 57,882,756.96 Total 577,689,139.10 435,350,850.19 (2) Significant Accounts Payable Aging over One Year Unit: RMB Item Ending balance Unpaid/ Un-carry-over reason Jiangsu Hanjian Group Co., Ltd. (Phase II) 31,568,213.29 Unsettled Shanghai Mingpeng Construction Group 25,976,705.79 Unsettled Co., Ltd. The Second Construction Co., Ltd. of China Construction Third Engineering 25,955,592.81 Construction deposit Bureau Shenzhen Luohu District Land and 25,000,000.00 Unsettled Resources Bureau Henan First Construction Engineering 9,352,490.51 Construction deposit Group Co., Ltd. Total 117,853,002.40 -- Other notes: Classified by aging: Item Ending balance Beginning balance Within 1 year 390,848,867.89 161,755,701.03 1 to 2 years 65,326,341.12 204,934,319.16 2 to 3 years 80,063,934.43 13,628,614.76 Over 3 years 41,449,995.66 55,032,215.24 Total 577,689,139.10 435,350,850.19 37. Advances from Customers Whether the Company has executed the new income standards □ Yes √ No 201 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (1) List of Advances from Customers Unit: RMB Item Ending balance Beginning balance House payment in advance 694,213,671.69 234,024,856.00 Property fee in advance 17,463,948.02 18,043,816.10 Other 16,508,412.92 25,977,129.36 Total 728,186,032.63 278,045,801.46 (2) Significant Advances from Customers Aging over One Year Unit: RMB Item Ending balance Unpaid/ Un-carry-over reason The Company needs to comply with the disclosure requirements of Guideline No. 3 of the Shenzhen Stock Exchange on the Industrial Information Disclosure about Listed Companies’ Engagement in Real Estate Business The proceeds information of top 5 advance sale amount: Unit: RMB Expected completion Advance sale No. Name Beginning balance Ending balance date proportion Golden Collar’s 1 89,772,140.00 585,316,708.00 25 December 2019 21.64% Resort Building B Banshan Yujing 2 70,839,912.00 31 March 2020 53.99% Phase II 3 Songhu Langyuan 51,299,542.00 16,887,344.69 31 July 2017 93.72% Banshan Yujing 4 6,222,099.00 14,182,776.00 30 November 2016 97.28% Phase I HupanYujing Phase 5 8,687,567.00 6,376,931.00 30 November 2017 85.36% II (3) Settled but Uncompleted Projects Formed by Construction Contracts at the Period-end Unit: RMB Item Amount Other notes: Classified by aging: Item Ending balance Beginning balance Within 1 year 719,697,151.63 267,372,347.45 1 to 2 years 8,096,799.09 2,081,948.98 202 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 2 to 3 years 138,377.89 Over 3 years 253,704.02 8,591,505.03 Total 728,186,032.63 278,045,801.46 38. Contract Liabilities Unit: RMB Item Ending balance Beginning balance Significant changes in amount of carrying value occurred in the Reporting Period and the reasons Unit: RMB Item Amount changed Reason 39. Payroll Payable (1) List of Payroll Payable Unit: RMB Item Beginning balance Increase Decrease Ending balance I. Short-term salary 123,275,509.23 606,100,200.91 587,926,859.91 141,448,850.23 II. Post-employment benefit-defined 2,787,247.47 45,689,295.04 46,555,439.86 1,921,102.65 contribution plans III. Termination benefits 988,384.40 864,468.48 123,915.92 Total 126,062,756.70 652,777,880.35 635,346,768.25 143,493,868.80 (2) List of Short-term Salary Unit: RMB Item Beginning balance Increase Decrease Ending balance 1. Salary, bonus, 109,789,933.89 538,846,748.28 521,169,483.63 127,467,198.54 allowance, subsidy 2. Employee welfare 830.00 17,949,213.12 17,770,140.07 179,903.05 3. Social insurance 315,010.52 16,304,815.92 16,310,005.06 309,821.38 Of which: Medical 310,766.46 14,344,628.07 14,348,176.53 307,218.00 insurance premiums Work-re 629.30 645,788.19 646,417.49 lated injury insurance 203 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Materni 3,614.76 1,212,727.16 1,213,738.54 2,603.38 ty insurance Other commercial 101,672.50 101,672.50 insurance 4. Housing fund 1,029,715.68 16,552,162.82 17,029,348.64 552,529.86 5. Labor union budget and employee education 12,140,019.14 14,098,904.25 13,299,525.99 12,939,397.40 budget 8. Other short-term 2,348,356.52 2,348,356.52 salary Total 123,275,509.23 606,100,200.91 587,926,859.91 141,448,850.23 (3) List of Defined Contribution Plans Unit: RMB Item Beginning balance Increase Decrease Ending balance 1. Basic pension benefits 519,489.89 35,030,412.10 35,381,471.99 168,430.00 2. Unemployment 2,247.50 890,563.97 892,811.47 insurance 3. Annuity 2,265,510.08 9,768,318.97 10,281,156.40 1,752,672.65 Total 2,787,247.47 45,689,295.04 46,555,439.86 1,921,102.65 Other notes: 40. Taxes Payable Unit: RMB Item Ending balance Beginning balance VAT 70,818,175.32 48,719,838.20 Corporate income tax 368,461,498.66 318,971,724.32 Personal income tax 1,556,780.71 1,176,109.41 Urban maintenance and construction tax 3,668,311.19 2,252,097.30 Land VAT 2,149,507,199.99 1,205,033,788.57 Property tax 526,309.33 1,172,809.91 Land use tax 942,757.19 905,178.31 Education surcharge 1,592,152.99 1,001,486.12 Local education surtax 1,067,591.60 656,617.48 Other 142,514.70 135,123.49 204 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Total 2,598,283,291.68 1,580,024,773.11 Other notes: 41. Other Payables Unit: RMB Item Ending balance Beginning balance Dividends payable 12,202,676.04 12,434,579.81 Other payables 1,136,902,252.81 644,283,805.39 Total 1,149,104,928.85 656,718,385.20 (1) Interest Payable Unit: RMB Item Ending balance Beginning balance List of the significant overdue unpaid interest: Unit: RMB Borrower Overdue amount Overdue reasons Other notes: (2) Dividends Payable Unit: RMB Item Ending balance Beginning balance Ordinary share dividends 12,202,676.04 12,434,579.81 Total 12,202,676.04 12,434,579.81 Other notes, including significant dividends payable unpaid for over one year, the unpaid reason shall be disclosed: Item Amount unpaid Reason Shenzhen South China Investment Development Co., Ltd. 9,871.20 Without access to its account Wenling Quality Control Association 9,871.02 Without access to its account Shanghai Weihong Industry & Trade Co., Ltd. 9,900.00 Without access to its account China Shenzhen International Cooperation (Group) Co., 0.18 Without access to its account Ltd. Shenzhen Greening Department 10,869,036.68 Company restructured without clearing payment object Labor union of Shenzhen Greening Department 1,300,000.00 Company restructured without clearing payment object Shenzhen Sports Administration 3,996.96 Final payment unpaid 205 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Subtotal 12,202,676.04 (3) Other Payables 1) Other Payables Listed by Nature Unit: RMB Item Ending balance Beginning balance Guarantee 201,013,437.65 166,625,218.90 Cash deposit 51,062,427.71 53,640,205.90 residual funds of equity transfer unpaid 465,807,569.82 Agency fund 7,531,813.31 53,492,958.02 Intercourse fund 316,244,391.26 291,519,747.65 Accrued expenses 64,684,769.05 54,494,153.72 Payment on behalf 9,235,637.59 4,981,829.36 Other 21,322,206.42 19,529,691.84 Total 1,136,902,252.81 644,283,805.39 2) Significant Other Payables Aging over One Year Unit: RMB Item Ending balance Unpaid/Un-carry-over reason Shenzhen Real Estate Jifa Warehousing Come-and-go accounts without specific 35,796,665.14 Co., Ltd. payment term Shenzhen Pason Aluminum Technology Cooperative development funds settled in 195,776,155.45 Co., Ltd. completion of the project Margin of sporadic lease 6,060,127.83 Margin within the leasing period Shenzhen Tian’an International Building Come-and-go accounts without specific 5,214,345.90 Property Management Co., Ltd. payment term Rainbow Co., Ltd. 2,380,000.00 Margin within the leasing period Total 245,227,294.32 -- Other notes 42. Held-for-sale Liabilities Unit: RMB Item Ending balance Beginning balance Other notes: 206 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 43. Current Portion of Non-current Liabilities Unit: RMB Item Ending balance Beginning balance Current portion of long-term borrowings 3,921,032.24 1,669.10 Total 3,921,032.24 1,669.10 Other notes: Note: Refer to Note V-44 for the difference between beginning balance and ending balance of prior period (31 December 2018) for details. 44. Other Current Liabilities Whether the Company has executed the new income standards □ Yes √ No Unit: RMB Item Ending balance Beginning balance Increase/decrease of the short-term bonds payable: Unit: RMB Amortizat Withdraw ion of Repayme The al of Bonds Issuing Issuing Beginnin premium nt in the Ending Par value Duration current interest name date amount g balance and Reporting balance issue by par depreciati Period value on Other notes: 45. Long-term Borrowings (1) Category of Long-term Borrowings Unit: RMB Item Ending balance Beginning balance Pledged borrowings 2,192,900,000.00 Guaranteed borrowings 933,000.00 1,000,000.00 Total 2,193,833,000.00 1,000,000.00 Notes to the category of long-term borrowings: Other notes, including the interval of interest rate: The pledged and guaranteed borrowings at the period-end were used to develop the Bangling urban renewal project of Shenzhen Rongyao Real Estate Development Co., Ltd. (hereinafter referred to as “Rongyao Real Estate”) with the duration from 29 November 2019 to 20 November 2024, applying the borrowing rate by rising 1.55% complying to one-year level of loan prime rate. And 69% 207 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 equity of Rongyao Real Estate held by the Company was pledged and the guarantee mode was the joint liability guaranty. 46. Bonds Payable (1) List of Bonds Payable Unit: RMB Item Ending balance Beginning balance (2) Increase/Decrease of Bonds Payable (Excluding Other Financial Instrument Classified as Financial Liabilities such as Preferred Shares and Perpetual Bonds) Unit: RMB Amortizat Withdraw ion of Repayme The al of Bonds Issuing Issuing Beginnin premium nt in the Ending Par value Duration current interest name date amount g balance and Reporting balance issue by par depreciati Period value on Total -- -- -- (3) Notes to the Conditions and Time of the Shares Transfer of the Convertible Corporate Bonds (4) Notes to Other Financial Instruments Classified as Financial Liabilities Basic situation of other financial instruments such as preferred shares and perpetual bonds outstanding at the period-end Changes in financial instruments such as preferred shares and perpetual bonds outstanding at the period-end Unit: RMB Outstanding Period-begin Increase Decrease Period-end financial Carrying Carrying Carrying Carrying Amount Amount Amount Amount instrument value value value value Notes to basis for the classification of other financial instruments as financial liabilities Other notes 47. Lease Liabilities Unit: Item Ending balance Beginning balance Other notes 208 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 48. Long-term Payables Unit: RMB Item Ending balance Beginning balance (1) Long-term Payables Listed by Nature Unit: RMB Item Ending balance Beginning balance Other notes: (2) Specific Payables Unit: RMB Reason for Item Beginning balance Increase Decrease Ending balance formation Other notes: 49. Long-term Payroll Payable (1) List of Long-term Payroll Payable Unit: RMB Item Ending balance Beginning balance (2) Changes in Defined Benefit Plans Obligation present value of defined benefit plans: Unit: RMB Item Reporting period Same period of last year Plan assets: Unit: RMB Item Reporting period Same period of last year Net liabilities (net assets) of defined benefit plans: Unit: RMB Item Reporting period Same period of last year Notes of influence of content of defined benefit plans and its relevant risks to the future cash flow, time and uncertainty of the Company: Notes to the results of significant actuarial assumptions and sensitivity analysis of defined benefit plans: Other notes: 209 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 50. Provisions Whether the Company has executed the new income standards □ Yes √ No Unit: RMB Item Ending balance Beginning balance Reason for formation Pending litigation 2,903,327.87 Contract disputes Total 2,903,327.87 -- Other notes, including notes to related significant assumptions and evaluation of significant provisions: Refer to Note XIV (2) for details. 51. Deferred Income Unit: RMB Item Beginning balance Increase Decrease Ending balance Reason for formation Government subsidy Government subsidy 390,011.00 48,751.37 341,259.63 for Huangyuyuan Primary School Total 390,011.00 48,751.37 341,259.63 -- Item involving government subsidies: Unit: RMB Amount Amount recorded recorded Amount into Amount of into other offset cost in Related to Beginning non-operatin Other Item newly income in the Ending balance assets/relate balance g income in changes subsidy the Reporting d to income the Reporting Period Reporting Period Period Government subsidy for Related to Huangyuyua 390,011.00 48,751.37 341,259.63 assets n Primary School Other notes: 52. Other Non-current Liabilities Whether the Company has executed the new income standards □ Yes √ No Unit: RMB 210 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Item Ending balance Beginning balance Utility specific fund 237,163.63 237,163.63 Housing principle fund 13,215,811.13 20,469,453.92 House warming deposit 7,052,274.22 6,649,884.71 Electric Equipment Maintenance fund 4,019,415.44 4,019,415.44 Deputed Maintenance fund 36,337,634.47 29,848,516.67 Follow-up investment of employees for 40,000,000.00 Guanlan Bangling project Other 7,302,438.57 3,403,153.24 Total 108,164,737.46 64,627,587.61 Other notes: 53. Share Capital Unit: RMB Increase/decrease (+/-) Beginning New shares Bonus issue Ending balance balance Bonus shares Other Subtotal issued from profit The sum of 595,979,092.00 595,979,092.00 shares Other notes: 54. Other Equity Instruments (1) The Basic Information of Other Financial Instruments such as Preferred Stock and Perpetual Bond Outstanding at the End of the Period (2) Changes in Financial Instruments such as Preferred Stock and Perpetual Bond Outstanding at the End of the Period Unit: RMB Outstanding Period-begin Increase Decrease Period-end financial Carrying Carrying Carrying Carrying Amount Amount Amount Amount instruments value value value value The current changes in other equity instruments and the corresponding reasons and the basis of the relevant accounting treatment: Other notes: 55. Capital Reserve Unit: RMB 211 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Item Beginning balance Increase Decrease Ending balance Capital premium 402,859,138.87 402,859,138.87 (premium on stock) Other capital reserves 80,488,045.38 80,488,045.38 Total 483,347,184.25 402,859,138.87 80,488,045.38 Other notes, including changes and reason of change: (1) The Company obtained 100% equity of Shenzhen Toukong Property Management Co., Ltd. (hereinafter referred to as “TK Property”) via business combination under the same control in November 2019. In the process of obtaining the equity, the Company transferred the assets with defective property rights to original shareholder, Shenzhen Investment Holdings Co., Ltd. After transferring assets, the accounting treatment will be conducted with capital reserve of RMB206,448,648.94 and surplus reserves of RMB5,223,626.05 offset. (2) The Company obtained 100% equity of Shenzhen Toukong Property Management Co., Ltd. (hereinafter referred to as “TK Property”) via business combination under the same control in November 2019. When preparing the consolidated comparative statements at the period-end according to the regulations, the equity shall be regarded to exist on the current condition as the ultimate controller started to exercise control to the margining parties. Thus, when combining the acquirees in prior year, the capital reserve was increased RMB364,409,051.36. After deducting the influence of the first point above, the capital reserve of RMB157,960,402.42 was increased retroactively by transferring to the prior year on the combination date under the same control. (3) On the actual merger combination date, the capital reserve of RMB38,450,087.51 was offset by the difference between the acquisition price and the net assets of acquirees on the combination date, as well as the surplus reserves of RMB298,912,759.52 and retained earnings with RMB372,056,459.07. 56. Treasury Shares Unit: RMB Item Beginning balance Increase Decrease Ending balance Other notes, including changes and reason of change: 57. Other Comprehensive Income Unit: RMB Item Beginning Reporting Period Ending 212 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 balance Less: balance Less: Recorded Recorded in into other other comprehe Attributabl Income comprehensi nsive e to Attributabl before ve income in income in Less: owners of e to taxation in prior period prior Income the non-contro the and period and tax Company lling Current transferred in transferred expense as the interests Period profit or loss in retained parent after tax in the earnings in after tax Current the Period Current period I. Other comprehensive income -2,051,268 -2,051,268 -2,051,2 that may not be reclassified to .24 .24 68.24 profit or loss Changes in fair value of -2,051,268 -2,051,268 -2,051,2 other equity instrument .24 .24 68.24 investment II. Other comprehensive income -1,786,181.6 1,139,078. 1,139,078. -647,103 that may subsequently be 9 49 49 .20 reclassified to profit or loss Differences arising from -1,786,181.6 1,139,078. 1,139,078. -647,103 translation of foreign currency 9 49 49 .20 denominated financial statements Total of other comprehensive -1,786,181.6 -912,189.7 -912,189.7 -2,698,3 income 9 5 5 71.44 Other notes, including the adjustment of the effective gain/loss on cash flow hedges to the initial recognized amount: 58. Specific Reserve Unit: RMB Item Beginning balance Increase Decrease Ending balance Other notes, including changes and reason of change: 59. Surplus Reserves Unit: RMB Item Beginning balance Increase Decrease Ending balance 213 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Statutory surplus 299,204,166.83 16,403,637.61 298,912,759.52 16,695,044.92 reserves Discretionary surplus 365,403.13 365,403.13 reserve Total 299,569,569.96 16,403,637.61 298,912,759.52 17,060,448.05 Notes, including changes and reason of change: The increase of the surplus reserves was due to the statutory surplus reserves withdrawn 10% of net profits; refer to the note of “Capital Reserve” for the reason of decrease. 60. Retained Earnings Unit: RMB Item Reporting Period Same period of last year Beginning balance of retained earnings before 2,495,296,440.15 1,984,195,447.18 adjustments Beginning balance of retained earnings after 2,495,296,440.15 1,984,195,447.18 adjustments Add: Net profit attributable to owners of the 817,805,780.12 698,050,728.96 Company as the parent Less: Withdrawal of statutory surplus reserves 16,403,637.61 Dividend of ordinary shares payable 178,793,727.60 186,949,735.99 Other 660,785,059.67 Ending retained earnings 2,457,119,795.39 2,495,296,440.15 List of adjustment of beginning retained earnings: (1) RMB0.00 beginning retained earnings was affected by retrospective adjustment conducted according to the Accounting Standards for Business Enterprises and relevant new regulations. (2) RMB0.00 beginning retained earnings was affected by changes in accounting policies. (3) RMB0.00 beginning retained earnings was affected by correction of significant accounting errors. (4) RMB72,876,860.81 beginning retained earnings was affected by changes in combination scope arising from same control. (5) RMB0.00 beginning retained earnings was affected totally by other adjustments. 61. Operating Revenue and Cost of Sales Unit: RMB Reporting Period Same period of last year Item Operating revenue Cost of sales Operating revenue Cost of sales Main operations 3,878,813,785.99 1,412,220,130.41 3,313,429,162.76 1,689,660,570.09 214 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Other operations 82,856,156.45 21,395,755.02 63,244,087.14 20,629,980.84 Total 3,961,669,942.44 1,433,615,885.43 3,376,673,249.90 1,710,290,550.93 Whether the Company has executed the new income standards □ Yes √ No Other notes The Company needs to comply with the disclosure requirements of Shenzhen Stock Exchange Industry Information Disclosure Guidelines No.3-Listed Companies Engaged in Real Estate Industry The top 5 accounts received with confirmed amount in the Reporting Period: Unit: RMB No. Name of project Income balance 1 Golden Collar’s Resort 2,085,500,771.44 2 Qianhai Gangwan 333,068,610.42 3 Songhu Langyuan 104,316,939.42 4 Hupan Yujing Phase II 91,719,392.59 5 Banshan Yujing Phase I 38,883,049.53 62. Taxes and Surtaxes Unit: RMB Item Reporting Period Same period of last year Urban maintenance and construction tax 13,199,586.55 10,157,150.82 Education surcharge 5,689,568.83 4,451,600.16 Property tax 10,984,861.45 11,799,837.72 Land use tax 1,647,805.28 1,677,205.13 Business tax 1,115,668.20 Local education surtax 3,716,788.54 2,976,213.48 Land VAT 1,043,898,373.56 591,164,599.63 Other taxes 2,374,296.83 1,070,897.87 Total 1,081,511,281.04 624,413,173.01 Other notes: 63. Selling Expense Unit: RMB Item Reporting Period Same period of last year Agency fee 84,330,766.24 19,774,323.60 Consultancy and sales service charges 8,639,346.44 3,508,647.82 215 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Advertising 6,975,770.00 11,002,256.66 Employee’s remuneration 3,847,637.11 4,024,373.52 Other 7,760,432.71 8,191,623.58 Total 111,553,952.50 46,501,225.18 Other notes: 64. Administrative Expense Unit: RMB Item Reporting Period Same period of last year Employee’s remuneration 143,843,884.07 118,468,213.91 Administrative office cost 38,579,803.69 30,176,236.34 Assets amortization and depreciation 6,357,837.46 4,888,307.99 expense Litigation costs 1,596,900.60 182,076.40 Other 14,276,126.82 8,663,449.45 Total 204,654,552.64 162,378,284.09 Other notes: 65. R&D Expense Unit: RMB Item Reporting Period Same period of last year Other notes: 66. Finance Costs Unit: RMB Item Reporting Period Same period of last year Interest expense 194,545,794.14 284,918.67 Less: Interest income -61,860,403.42 -67,282,441.97 Foreign exchange gains or losses 770,739.07 290,983.11 Other 1,262,703.78 875,600.93 Total 134,718,833.57 -65,830,939.26 Other notes: 216 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 67. Other Income Unit: RMB Sources Reporting Period Same period of last year Government subsidy related to income 1,015,033.29 312,339.94 (Note) Government subsidy related to assets 48,751.37 (Note) Commission charges return of deductible 91,337.56 income tax Additional deduction of VAT 3,995,255.21 Total 5,150,377.43 312,339.94 68. Investment Income Unit: RMB Item Reporting Period Same period of last year Long-term equity investment income 5,076,839.48 1,268,890.28 accounted by equity method Investment income from disposal of long-term 620,130.83 equity investment Total 5,076,839.48 1,889,021.11 Other notes: 69.Net Gain on Exposure Hedges Unit: RMB Item Reporting Period Same period of last year Other notes: 70. Gain on Changes in Fair Value Unit: RMB Sources Reporting Period Same period of last year Other notes: 71. Credit Impairment Loss Unit: RMB Item Reporting Period Same period of last year 217 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Bad debt loss of other receivables -18,701,016.31 Total -18,701,016.31 Other notes: 72. Assets Impairment Loss Whether the Company has executed the new income standards □ Yes √ No Unit: RMB Item Reporting Period Same period of last year I. Bad debt loss -3,873,731.34 II. Loss on inventory valuation -1,234,250.84 6,565,809.22 V. Impairment loss of long-term equity -100,000.00 investment Total -1,234,250.84 2,592,077.88 Other notes: 73. Asset Disposal Income Unit: RMB Sources Reporting Period Same period of last year Disposal income of fixed assets -8,096.97 74. Non-operating Income Unit: RMB Amount recorded in the current Item Reporting Period Same period of last year non-recurring profit or loss Government subsidies 1,543,085.40 284,460.50 1,543,085.40 Compensation income 537,474.45 469,843.98 537,474.45 Accounts unpayable 19,416,063.33 14,098,815.36 19,416,063.33 Total income from scrap of 70,145.12 18,571.33 70,145.12 non-current assets Other 2,165,579.98 4,223,267.99 2,165,579.98 Total 23,732,348.28 19,094,959.16 23,732,348.28 Government subsidies recorded into current profit or loss Unit: RMB 218 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Whether influence the Special Related to Distribution Distribution Reporting Same period Item Nature profits or subsidy assets/related entity reason Period of last year losses of the or not to income year or not Obtained by undertaking Social state’s functions Security of ensuring Difficulty Bureau of Related to Subsidy certain public No No 718,712.26 subsidy Chongqing income service or social Jiulongpo necessary District products supply or price control Obtained by undertaking Finance state’s functions Decoration Payment of ensuring subsidy of Related to Center of Subsidy certain public No No 777,708.00 public rental income Chongqing service or social housing Beibei necessary products supply or price control Obtained by undertaking state’s functions of ensuring Related to Other Subsidy certain public No No 36,665.14 income service or social necessary products supply or price control Total 1,543,085.40 Other notes: 75. Non-operating Expense Unit: RMB Amount recorded in the current Item Reporting Period Same period of last year non-recurring profit or loss Loss on damage and scrap of 510,294.93 271,572.70 510,294.93 non-current assets 219 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Litigation costs 1,696,470.00 0.00 1,696,470.00 Donation 35,000.00 0.00 35,000.00 Penalty and fine for delaying 128,035.72 2,823,896.10 128,035.72 payment Other 2,423,703.20 1,340,265.17 2,423,703.20 Total 4,793,503.85 4,435,733.97 4,793,503.85 Other notes: 76. Income Tax Expense (1) List of Income Tax Expense Unit: RMB Item Reporting Period Same period of last year Current income tax expense 400,037,961.67 352,930,844.22 Deferred income tax expense -137,321,780.76 -132,669,980.62 Total 262,716,180.91 220,260,863.60 (2) Adjustment Process of Accounting Profit and Income Tax Expense Unit: RMB Item Reporting Period Profit before taxation 1,004,846,231.45 Current income tax expense accounted at statutory/applicable tax 251,211,557.86 rate Influence of applying different tax rates by subsidiaries -3,473,080.27 Influence of income tax before adjustment -5,761,627.90 Influence of non-deductible costs, expenses and losses 2,813,203.94 Influence of deductibleloss of unrecognized deferred income tax -13,281,421.38 assets in prior period Influence of deductibletemporary difference or deductible losses 31,207,548.66 of unrecognized deferred income tax in the Reporting Period Income tax expense 262,716,180.91 Other notes 77. Other Comprehensive Income Refer to Note VII-57 for details. 220 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 78. Cash Flow Statement (1) Cash Generated from Other Operating Activities Unit: RMB Item Reporting Period Same period of last year Large intercourse funds 599,052,281.39 61,619,596.64 Interest income 70,613,994.05 50,333,967.32 Net margins, security deposit and various 31,810,440.56 3,846,601.06 special funds received Government subsidy received 2,751,444.45 284,460.50 Other small receivables 23,385,374.43 8,370,696.82 Total 727,613,534.88 124,455,322.34 Notes: (2) Cash Used in Other Operating Activities Unit: RMB Item Reporting Period Same period of last year Paying administrative expense in cash 54,452,831.11 29,464,167.94 Paying selling expense in cash 96,486,380.21 44,006,125.48 Net amount of utilities, miscellaneous fees and accident fee and other payments 23,473,862.52 39,575,779.49 on behalf Other small payments 10,912,680.02 Total 185,325,753.86 113,046,072.91 Notes: (3) Cash Generated from Other Investing Activities Unit: RMB Item Reporting Period Same period of last year Notes: (4) Cash Used in Other Investing Activities Unit: RMB Item Reporting Period Same period of last year Notes: 221 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (5) Cash Generated from Other Financing Activities Unit: RMB Item Reporting Period Same period of last year Follow-up investment of Guanlan 40,000,000.00 Bangling project Total 40,000,000.00 Notes: (6) Cash Used in Other Financing Activities Unit: RMB Item Reporting Period Same period of last year Distribution of profit to original shareholder by merged company under the 123,502,169.51 same control Total 123,502,169.51 Notes: 79. Supplemental Information for Cash Flow Statement (1) Supplemental Information for Cash Flow Statement Unit: RMB Supplemental information Reporting Period Same period of last year 1. Reconciliation of net profit to net cash -- -- flows generated from operating activities Net profit 742,130,050.54 698,104,659.50 Add: Provision for impairment of assets 20,061,463.19 -2,592,077.88 Depreciation of fixed assets, oil-gas assets, 49,096,658.15 42,922,617.35 and productive living assets Amortization of intangible assets 204,396.36 657,052.94 Amortization of long-term prepaid expenses 2,254,888.85 1,172,170.94 Los on disposal of fixed assets, intangible assets and other long-term assets (gains: 8,096.97 negative) Losses on scrap of fixed assets (gains: 440,149.81 244,904.40 negative) Finance costs (gains: negative) 194,530,915.83 279,706.67 222 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Investment loss (gains: negative) -5,250,050.75 -1,889,021.11 Decrease in deferred income tax assets -137,320,326.24 -131,757,067.12 (gains: negative) Increase in deferred income tax liabilities -1,454.52 -3,392.55 (“-” means decrease) Decrease in inventory (gains: negative) -1,903,681,041.67 681,042,601.49 Decrease in accounts receivable generated 458,314,454.42 -89,688,923.59 from operating activities (gains: negative) Increase in accounts payable used in 1,519,009,461.99 33,216,728.17 operating activities (decrease: negative) Net cash generated from/used in operating 939,789,565.96 1,231,718,056.18 activities 2.Significant investing and financing activities without involvement of cash -- -- receipts and payments 3. Net increase/decrease of cash and cash -- -- equivalent: Ending balance of cash 3,285,345,233.47 3,881,027,257.89 Less: Beginning balance of cash 3,881,027,257.89 2,889,283,680.74 Net increase in cash and cash equivalents -595,682,024.42 991,743,577.15 (2) Net Cash Paid For Acquisition of Subsidiaries Unit: RMB Amount Cash and cash equivalent paid for business combination in the 969,574,943.74 current period Of which: -- Of which: Shenzhen Rongyao Real Estate Development Co., Ltd. 408,000,000.00 Shenzhen Toukong Property Management Co., Ltd. 561,574,943.74 Less: Cash and cash equivalent held by subsidiaries on purchase 44,727.75 date Of which: -- Of which: Shenzhen Rongyao Real Estate Development Co., Ltd. 44,727.75 Of which: -- Of which: Shenzhen Rongyao Real Estate Development Co., Ltd. Net payments for acquisition of subsidiaries 969,530,215.99 Other notes: 223 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (3) Net Cash Receive from Disposal of the Subsidiaries Unit: RMB Amount Of which: -- Of which: -- Of which: -- Other notes: (4) Cash and Cash Equivalents Unit: RMB Item Ending balance Beginning balance I. Cash 3,285,345,233.47 3,881,027,257.89 Including: Cash on hand 130,048.49 184,219.12 Bank deposit on demand 3,272,524,570.94 3,618,063,143.01 Other monetary assets on demand 12,690,614.04 262,779,895.76 III. Ending balance of cash and cash 3,285,345,233.47 3,881,027,257.89 equivalents Other notes: 80. Notes to Items of the Statements of Changes in Owners’ Equity Notes to the name of “Other” of ending balance of the same period of last year adjusted and the amount adjusted: Not applicable 81. Assets with Restricted Ownership or Right to Use Unit: RMB Item Ending carrying value Reason for restriction Monetary assets 12,545,702.44 Note 1, Note 2, Note 3, Note 4 Total 12,545,702.44 -- Other notes: Note 1: In term of monetary assets with restricted right to use at the period-end, there was limited capital of frozen account with RMB11,018.00 in the subsidiary company Shenzhen Huazhengpeng Property Management Co., Ltd., RMB7,063,237.32 in the subsidiary company Shenzhen Taixinli Property Management Co., Ltd. as well. Refer to Note X-(II) 1 for relevant matters involved with lawsuit for details. Note 2: In term of monetary assets with restricted right to use at the period-end, there was guarantee deposit of RMB49,020.00 paid to the performance guarantee No. 20190531SLYL signed between the subsidiary company Shenzhen Shenlv Garden Technology Industrial Co., Ltd. and Shenzhen Urban Greening Management Department on 31 May 2019. 224 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Note 3: In term of monetary assets with restricted right to use at the period-end, as a real estate developer, the Company has provided mortgage guarantees for commercial housing purchasers and paid loan guarantees of RMB1,120,910.60 according to real estate business practices.Refer to Note XI-(II) 2 for details. Note 4: In term of monetary assets with restricted right to use at the period-end, there was interest of fixed time deposit of RMB4,301,516.52 undue but withdrawn at the period-end. 82. Foreign Currency Monetary Items (1) Foreign Currency Monetary Items Unit: RMB Ending foreign currency Ending balance converted to Item Exchange rate balance RMB Monetary assets -- -- 55,219,084.87 Of which: USD EUR HKD 61,642,202.36 0.8958 55,219,084.87 Accounts receivable -- -- 59,316.24 Of which: USD EUR HKD 66,215.94 0.8958 Long-term borrowings -- -- Of which: USD EUR HKD Prepayment 6,973.39 Of which: HKD 7,784.54 0.8958 6,973.39 Other equity instrument 639,772.86 investment Of which: USD 91,707.93 6.9762 639,772.86 Accounts payable 50,164.80 Of which: HKD 56,000.00 0.8958 50,164.80 Other payables 325,745.73 Of which: HKD 363,636.67 0.8958 325,745.73 Long-term payables 439,760.88 225 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Of which: USD 8,768.06 6.9762 61,167.74 HKD 422,631.32 0.8958 378,593.14 Other notes: (2) Notes to Overseas Entities Including: for Significant Oversea Entities, Main Operating Place, Recording Currency and Selection Basis Shall Be Disclosed; if there Are Changes in Recording Currency, Relevant Reasons Shall Be Disclosed. √ Applicable □ Not applicable Item Main Recording currency Basis for choosing operating place Shum Yip Properties Development Co., Hong Kong HKD Located in HK, settled by HKD Ltd. and its subsidiary 83. Arbitrage Qualitative and quantitative information of relevant arbitrage instruments, hedged risk in line with the type of arbitrage to disclose: 84. Government Subsidy (1) Basic Information on Government Subsidy Unit: RMB Amount recorded in the current Category Amount Listed items profit or loss Small and micro businessesVAT 196,685.24 Other income 196,685.24 exemption Stable post subsidy 867,099.42 Other income 867,099.42 Bounty for achieving drainage 10,000.00 Non-operating income 10,000.00 of municipal engineering Decoration subsidy of Beibei 777,708.00 Non-operating income 777,708.00 Financial Treasury Social security subsidy of 755,377.40 Non-operating income 755,377.40 Jiulongpo District Subtotal 2,606,870.06 2,606,870.06 (2) Return of Government Subsidy □ Applicable √ Not applicable Other notes: 226 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 85. Other VIII. Changes of Consolidation Scope 1. Business Combination Not under the Same Control (1) Business Combination Not under the Same Control during the Reporting Period Unit: RMB Income of Time and Recognition acquiree Net profits of Proporti Way to Name of place of Cost of gaining basis of from the acquiree from the on of gain the Purchase date acquiree gaining the equity purchase purchase purchase date to equity equity the equity date date to period-end period-end Shenzhen Rongyao Settlement 11 March Real Estate 508,000,000.00 69.00% Transfer 11 March 2019 date of -243,632,621.48 2019 Developme equity nt Co., Ltd. Other notes: (2) Combination Cost and Goodwill Unit: RMB Combination cost --Cash 508,000,000.00 Total combination cost 508,000,000.00 Less: Fair value of identifiable net assets 405,118,201.39 Note to determination method of the fair value of the combination cost, consideration and changes: The fair value at net assets of combination cost of Rongyao Real Estate was calculated from 100% equity of Rongyao Real Estate with assessed value of RMB746.504 million on the base date of assets evaluationof 31 July 2018 as well as the equity acquisition ratio according to the evaluation report (PXZPBZ (2018) No.S117) issued by Shenzhen Pengxin Assets Appraisal Land Real Estate Appraisal Co., Ltd. The main formation reason for the large goodwill: Other notes: (3) The Identifiable Assets and Liabilities of Acquiree on Purchase Date Unit: RMB 227 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Fair value on purchase date Carrying value on purchase date Monetary assets 44,727.75 44,727.75 Accounts receivable 1,412,020,689.96 1,412,020,689.96 Inventory 1,561,388,969.82 551,161,727.04 Fixed assets 92,297.58 83,281.53 Other current assets 2,157,148.78 2,157,148.78 Long-term prepaid expense 170,945.15 170,945.15 borrowings 2,193,000,000.00 2,193,000,000.00 Accounts payable 117,109,047.60 117,109,047.60 Tax payable 54,276,750.00 54,276,750.00 Other payables 24,361,153.34 24,361,153.34 Net assets 587,127,828.10 -423,108,430.73 Less: Equity of non-controlling interests 182,009,626.71 -131,163,613.53 Net assets obtained 405,118,201.39 -291,944,817.21 The determination method of the fair value of identifiable assets and liabilities The determination of the fair value: the third level input value of fair value, and estimating the fair value based on the net assets of investees at the period –end as key reference. The net assets of investees at the period –end will be the base number to estimate the fair value as it can reflect the fair value; otherwise it will be adjusted according to the assumption used in related assets or liabilities pricing by market participators. Contingent liability of acquiree undertaken in the business combination Other notes: (4) Gains or losses from Re-measurement of Equity Held before the Purchase Date at Fair Value Whether there is a transaction that through multiple transaction step by step to realize business combination and gaining the control during the Reporting Period □ Yes √ No (5) Notes to Reasonable Consideration or Fair Value of Identifiable Assets and Liabilities of the Acquiree that Cannot Be Determined on the Acquisition Date or during the Period-end of the Merger (6) Other Notes Notes to the performance promise: In 2019, the Company assigned 69% of equity in Shenzhen Rongyao Real Estate Development Co., Ltd. (hereinafter referred to as “Rongyao Real Estate”) via business combination not under the same control. According to the terms of the equity transfer agreement, the original controlling shareholder of Rongyao Real Estate, Shenzhen Xinhai Rongyao Property Development Co., Ltd. (hereinafter referred to as “Xinhai Rongyao”) promised that in line with the equationof net profit (operation revenue-operation costs-general expenses-taxes)/operation revenue, if the net profit of sales calculated by the equation is lower than 10%, the difference shall be complemented by the dividend Xinhai Rongyao enjoyed; if the dividend is insufficient, the difference shall be complemented by cash or other methods that the Company recognized. 228 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 2. Business Combination under the Same Control (1) Business Combination under the Same Control during the Reporting Period Unit: RMB Income from Net profits the from the Income of the Net profits of Recognition period-begin period-begin acquiree the acquiree Combined Proportion of Combination basis of Basis to the to the during the during the party the equity date combination combination combination period of period of date date of the date of the comparison comparison acquiree acquiree Shenzhen Under the Toukong same control Completed 27 November 638,544,486. 118,680,871. 589,432,617. 105,442,907. Property 100.00% before and the changes 2019 82 93 37 48 Management after the of equity Co., Ltd. combination Other notes: (2) Combination Cost Unit: RMB Combination cost --Cash 1,027,382,513.56 Contingent liabilities of the combined party undertaken in the business combination Other notes: (3) The Carrying Value of Assets and Liabilities of the Combined Party on the Combination Date Unit: RMB Combination date Period-end of the last period Monetary assets 550,425,217.78 505,312,567.80 Accounts receivable 131,009,306.66 91,666,738.83 Inventory 214,154,473.34 214,392,071.37 Fixed assets 26,489,663.22 69,904,382.96 Intangible assets 759,033.97 1,052,558.22 Prepayment 21,894,861.89 23,633,493.03 Other receivables 67,836,897.30 55,609,072.46 Other current assets 404,645.33 539,027.46 229 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Investment property 63,067,367.78 238,019,261.74 Long-term prepaid expense 825,318.70 1,094,661.00 Deferred income tax assets 4,440,661.60 1,049,264.85 Other non-current assets 2,631.37 879,376.29 Accounts payable 35,887,991.26 36,920,994.23 Provisions 1,231,431.87 Advances from customers 5,290,011.32 12,707,586.12 Payroll payable 21,116,047.39 29,993,235.16 Taxes payable 42,547,295.72 27,304,142.52 Other payables 633,461,988.10 544,217,907.61 Other non-current liabilities 17,244,278.44 11,690,406.80 Net assets 324,487,064.44 540,318,203.57 Less: non-controlling interests 6,523,856.98 5,861,423.54 Net assets obtained 317,963,207.46 534,456,780.03 Contingent liabilities of the combined party undertaken in the business combination Other notes: (1)Notes to the assets transfer of business combination under the same control: Shenzhen Toukong Property Management Co., Ltd. (hereinafter referred to as “TK Property”) acquired via business combination under the same control by the Company, before the combination date, transferred part of property with defective property rights under its name to original shareholder, Shenzhen Investment Holdings Co., Ltd., and thus the investment property and fixed assets of TK Property in the current period were decreased significantly compared with the prior period. In order to maintain the stabilization and development of TK Property after equity transfer as well as the compatibility and completeness between the employees and asset structure scale, TK Property has signed the Agreement on Entrusted Operation and Management of Divestiture of Land and Real Estate of Shenzhen Toukong Property Management Co., Ltd. with Shenzhen Investment Holdings Co., Ltd. and Shenzhen Shentou Property Development Co., Ltd., and entrusted TK Property to manage the aforesaid transferred assets on behalf. (2)Notes to the performance promise: In 2019, the Company obtained100% of equity in Shenzhen Toukong Property Management Co., Ltd. (hereinafter referred to as “TK Property”) via business combination under the same control. According to the terms of the equity transfer agreement, the original controlling shareholder of TK Property, Shenzhen Investment Holdings Co., Ltd. (hereinafter referred to as “Shenzhen Investment Holdings”) promised that the 3-year accumulative net profit from 2019 to 2021 of TK Property (after deducting non-recurring gain or loss) shall be higher than 18% of the equity transfer price;otherwise the difference shall be complemented through cash by Shenzhen Investment Holdings. The abovementioned net profit shall be subject to the audited amount of TK Property. 3. Counter Purchase Basic information of trading, the basis of transactions constituted counter purchase, the retain assets, liabilities of the listed companies whether constituted a business and its basis, the determination of the combination costs, the amount and calculation of adjusted rights and interests in accordance with the equity transaction process: 230 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 4. Disposal of Subsidiary Whether there is a single disposal of the investment to the subsidiary and lost control? □ Yes √ No Whether there are several disposals of the investment to the subsidiary and lost controls? □ Yes √ No 5. Changes in Combination Scope for Other Reasons Note to changes in combination scope for other reasons (such as newly establishment or liquidation of subsidiaries, etc.) and relevant information: 1. Increase in combination scope Unit: RMB Name of company Way to gain equity Time and place of gaining Capital contribution Proportion equity Shenzhen Shenshan Special Newly-established 10 June 2019 3,250,000.00 65.00% Cooperation Zone Guomao subsidiary Property Development Co., Ltd. Shenzhen Guomao Tongle Newly-established 19 November 2019 1,020,000.00 51.00% Property Management Co., subsidiary Ltd. 2. Decrease in combination scope Unit: RMB Name of company Disposal way of equity Time and place of Net assets on the Net profit from period-begin to equity disposal disposal date disposal date Shenzhen Hefeng Property Liquidation of subsidiary 14 October 2019 491,913.87 68,776.81 Management Co., Ltd. 6. Other IX. Equity in Other Entities 1. Equity in Subsidiary (1) Subsidiaries Main operating Nature of Holding percentage (%) Name Registration place Way of gaining place business Directly Indirectly Shenzhen Huangcheng Real Shenzhen Shenzhen Real estate 100.00% Set-up Estate Co., Ltd. 231 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 SZPRD Real Estate Shenzhen Shenzhen Real estate 100.00% Set-up Development Co., Ltd. PRD Group Xuzhou Dapeng Real Estate Xuzhou Xuzhou Real estate 100.00% Set-up Development Co., Ltd. Dongguan International Trade Center Changsheng Real Dongguan Dongguan Real estate 100.00% Set-up Estate Development Co., Ltd. PRD Yangzhou Real Estate Yangzhou Yangzhou Real estate 100.00% Set-up Development Co., Ltd. Shenzhen International Trade Center Shenzhen Shenzhen Real estate 100.00% Set-up Property Management Co., Ltd. Shenzhen Huangcheng Property Shenzhen Shenzhen Real estate 100.00% Set-up Management Co., Ltd. Shandong Shenzhen International Trade Center Jinan Jinan Real estate 100.00% Set-up Property Management Co., Ltd. 232 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Chongqing Shenzhen International Trade Center Chongqing Chongqing Real estate 100.00% Set-up Property Management Co., Ltd. Chongqing Aobo Chongqing Chongqing Service 100.00% Set-up Elevator Co., Ltd. Shenzhen Tianque Elevator Shenzhen Shenzhen Service 100.00% Set-up Technology Co., Ltd. Shenzhen Guoguan Shenzhen Shenzhen Service 100.00% Set-up Electromechanica l Device Co., Ltd. Shenzhen International Hotels and Shenzhen Shenzhen 100.00% Set-up Trade Center catering services Catering Co., Ltd. Shenzhen Property Engineering Shenzhen Shenzhen Service 100.00% Set-up Construction Supervision Co., Ltd. SZPRD Operation and Management of Shenzhen Shenzhen Service 100.00% Set-up Real Estate Assets Co., Ltd. Zhanjiang Shenzhen Real Estate Zhanjiang Zhanjiang Real estate 100.00% Set-up Development Co., Ltd. Shum Yip Properties Hong Kong Hong Kong Real estate 100.00% Set-up Development Co., Ltd. 233 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Wayhang Development Co., Hong Kong Hong Kong Real estate 100.00% Set-up Ltd. Chief Link Properties Co., Hong Kong Hong Kong Real estate 70.00% Set-up Ltd. Business Syndis combination not Investment Co., Hong Kong Hong Kong Real estate 70.00% under the same Ltd. control Yangzhou Slender West Lake Jingyue Yangzhou Yangzhou Real estate 51.00% Set-up Property Development Co., Ltd. Shandong International Trade Center Jinan Jinan Real estate 100.00% Set-up Hotel Management Co., Ltd. Shenzhen Shenshan Special Cooperation Zone Shenzhen Shenzhen Real estate 65.00% Set-up Guomao Property Development Co., Ltd. Shenzhen Guomao Tongle Property Shenzhen Shenzhen Real estate 51.00% Set-up Management Co., Ltd. Shenzhen Business Rongyao Real combination not Estate Shenzhen Shenzhen Real estate 69.00% under the same Development Co., control Ltd. Shenzhen Business Toukong Property combination Shenzhen Shenzhen Real estate 100.00% Management Co., under the same Ltd. control 234 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shenzhen Julian Business Human Resources combination Shenzhen Shenzhen Service 100.00% Development Co., under the same Ltd. control Shenzhen Huazhengpeng Business Property combination Shenzhen Shenzhen Real estate 100.00% Management under the same Development Co., control Ltd. Shenzhen Taixinli Business Property combination Shenzhen Shenzhen Real estate 100.00% Management Co., under the same Ltd. control Shenzhen Business Penghongyuan Hotels and combination Industrial Shenzhen Shenzhen 100.00% catering services under the same Development Co., control Ltd. Shenzhen Business Jinhailian combination Property Shenzhen Shenzhen Real estate 100.00% under the same Management Co., control Ltd. Business Shenzhen Social Health and social combination Shenzhen Shenzhen 100.00% Welfare Co., Ltd. work under the same control Shenzhen Fuyuanmin Business Property combination Shenzhen Shenzhen Real estate 90.00% Management under the same Limited Liability control Company Shenzhen Business Meilong combination Industrial Shenzhen Shenzhen Service 100.00% under the same Development Co., control Ltd. 235 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shenzhen Shenlv Business Garden Public facilities combination Technology Shenzhen Shenzhen 90.00% management under the same Industrial Co., control Ltd. Shenzhen Jiayuan Business Property combination Shenzhen Shenzhen Real estate 54.00% Management Co., under the same Ltd. control Shenzhen Business Helinhua combination Construction Shenzhen Shenzhen Real estate 90.00% under the same Management Co., control Ltd. Shenzhen Business Zhongtongda Construction combination Shenzhen Shenzhen 90.00% House Xiushan industry under the same Service Co., Ltd. control Shenzhen Business Kangping combination Shenzhen Shenzhen Retail business 90.00% Industrial Co., under the same Ltd. control Business Shenzhen Sports Manufacturing combination Shenzhen Shenzhen 100.00% Service Co., Ltd. industry under the same control Business Shenzhen combination Teacher’s Home Shenzhen Shenzhen Retail business 100.00% under the same Training Co., Ltd. control Shenzhen Business Education combination Shenzhen Shenzhen Service 100.00% Industrial Co., under the same Ltd. control Business Shenzhen Yufa combination Industrial Co., Shenzhen Shenzhen Retail business 80.95% under the same Ltd. control Notes to holding proportion in subsidiary different from voting proportion: Basis of holding half or less voting rights but still controlling the investee and holding more than half of the voting rights but not controlling the investee: 236 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Significant structural entities and controlling basis in the scope of combination: Basis of determining whether the Company is the agent or the principal: Other notes: (2) Significant Non-wholly-owned Subsidiary Unit: RMB Shareholding proportion The profit or loss Declaring dividends Balance of Name of non-controlling attributable to the distributed to non-controlling interests interests non-controlling interests non-controlling interests at the period-end Shenzhen Rongyao Real Estate Development Co., 31.00% -75,526,112.66 106,483,514.05 Ltd. Yangzhou Shouxihu Jingyue Property 49.00% -546,365.80 3,311,533.51 Development Co., Ltd. Shenzhen Shenlv Garden Technology Industrial 10.00% 728,578.82 4,725,742.78 Co., Ltd. Holding proportion of non-controlling interests in subsidiary different from voting proportion: Other notes: (3) The Main Financial Information of Significant Not Wholly-owned Subsidiary Unit: RMB Ending balance Beginning balance Non-curr Non-curr Non-curr Non-curr Name Current Total Current Total Current Total Current Total ent ent ent ent assets assets liabilities liabilities assets assets liabilities liabilities assets liability assets liability Shenzhe n Rongyao Real 4,111,81 42,716,5 4,154,53 53,136,9 3,757,90 3,811,03 3,079,33 263,242. 3,079,59 193,589, 2,193,00 2,386,58 Estate 5,612.87 64.22 2,177.09 70.47 0,000.00 6,970.47 6,186.14 73 9,428.87 802.16 0,000.00 9,802.16 Develop ment Co., Ltd. 237 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Yangzho u Shouxih u 8,613,30 848,862. 9,462,16 2,703,93 2,703,93 4,873,26 4,873,26 Jingyue 6.97 50 9.47 7.82 7.82 3.90 3.90 Property Develop ment Co., Ltd. Shenzhe n Shenlv Garden Technolo 32,340,2 596,876. 32,937,1 29,322,0 29,322,0 30,066,2 31,159,8 61,226,1 33,420,6 33,420,6 gy 29.87 54 06.41 25.36 25.36 73.28 73.35 46.63 70.34 70.34 Industria l Co., Ltd. Unit: RMB Reporting Period Same period of last year Cash flows Cash flows Total Total Name Operating from Operating from Net profit comprehensi Net profit comprehensi revenue operating revenue operating ve income ve income activities activities Shenzhen Rongyao -243,632,621. -243,632,621. -957,858,901. -52,393,105.9 -52,393,105.9 -112,947,487. Real Estate 48 48 03 8 8 91 Development Co., Ltd. Yangzhou Shouxihu Jingyue 7,340,745.68 -1,115,032.25 -1,115,032.25 -4,922,102.11 -126,736.10 Property Development Co., Ltd. Shenzhen Shenlv Garden 21,381,370.3 -23,167,201.6 16,997,131.4 6,394,132.31 6,394,132.31 870,457.45 870,457.45 5,184,728.26 Technology 8 3 9 Industrial Co., Ltd. Other notes: 238 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (4) Significant Restrictions on Using the Assets and Liquidating the Liabilities of the Company (5) Financial Support or Other Supports Provided to Structural Entities Incorporated into the Scope of Consolidated Financial Statements Other notes: 2. The Transaction of the Company with Its Owner’s Equity Share Changed but Still Controlling the Subsidiary (1) Note to the Owner’s Equity Share Changed in Subsidiary (2) The Transaction’s Influence on the Equity of Non-controlling Interests and the Owner's Equity Attributable to the Company as the Parent Unit: RMB Other notes 3. Equity in Joint Ventures or Associated Enterprises (1) Significant Joint Ventures or Associated Enterprises Holding percentage (%) Accounting treatment of the Main operating Nature of investment to Name Registration place place business Directly Indirectly joint venture or associated enterprise Shenzhen Real Estate Jifa Warehouse Shenzhen Shenzhen 50.00% Equity method Warehousing Co., service Ltd. Tian’an International Building Property Property Shenzhen Shenzhen 50.00% Equity method Management management Company of Shenzhen Notes to holding proportion of joint venture or associated enterprise different from voting proportion: Basis of holding less than 20% of the voting rights but has a significant impact or holding 20% or more voting rights but does not have a significant impact: 239 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (2) Main Financial Information of Significant Joint Ventures Unit: RMB Beginning balance/Same period of last Ending balance/Reporting Period year Tian’an International Building Property Tian’an International Building Property Management Company of Shenzhen Management Company of Shenzhen Current assets 53,771,789.30 50,941,418.43 Of which: Cash and cash equivalents 34,531,027.99 34,496,954.60 Non-current assets 42,265.30 38,523.34 Total assets 53,814,054.60 50,979,941.77 Current liabilities 24,725,254.19 22,970,163.57 Non-current liability 16,166,098.30 16,218,892.53 Total liabilities 40,891,352.49 39,189,056.10 Equity attributable To owners of the 11,790,885.67 11,790,885.67 Company as the parent Portion of net Assets calculated according 5,895,442.84 5,895,442.84 to proportion of shareholdings Carrying value of equity investment to 5,895,442.84 5,895,442.84 joint ventures Operating revenue 20,445,172.55 20,490,161.85 Finance expense -421,003.02 -221,967.51 Income tax expense 379,274.15 444,662.96 Net profit 1,131,816.44 1,327,325.27 Total comprehensive income 1,131,816.44 1,327,325.27 Other notes (3) Main Financial Information of Significant Associated Enterprise Unit: RMB Beginning balance/Same period of last Ending balance/Reporting Period year Other notes (4) Summary Financial Information of Insignificant Joint Ventures or Associated Enterprises Unit: RMB 240 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Beginning balance/Same period of last Ending balance/Reporting Period year Joint ventures: -- -- The total of following items according to the -- -- shareholding proportions Associated enterprises: -- -- The total of following items according to the -- -- shareholding proportions Other notes (5) Note to the Significant Restrictions on the Ability of Joint Ventures or Associated Enterprises to Transfer Funds to the Company (6) The Excess Loss of Joint Ventures or Associated Enterprises Unit: RMB The cumulative recognized The derecognized losses (or the The accumulative unrecognized Name losses in previous share of net profit) in Reporting losses in Reporting Period accumulatively derecognized Period Other notes (7) The Unrecognized Commitment Related to Investment to Joint Ventures (8) Contingent Liabilities Related to Investment to Joint Ventures or Associated Enterprises 4. Significant Common Operation Proportion /share portion Name Main operating place Registration place Nature of business Directly Indirectly Notes to holding proportion or share portion in common operation different from voting proportion: For common operation as a single entity, basis of classifying as common operation Other notes 5. Equity in the Structured Entity Excluded in the Scope of Consolidated Financial Statements Notes to the structured entity excluded in the scope of consolidated financial statements: 6. Other X. The Risk Related to Financial Instruments The Company is engaged in risk management to achieve balance between risks and returns, minimizing the 241 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 negative effects of risks on its operation performance and maximizing the interests of its shareholders and other equity investors. Based on that risk management goal, the fundamental strategy of its risk management is to identify and analyze various risks facing the Company, establish an appropriate risk bottom line, carry out risk management and monitor various risks in a timely and reliable manner to control them within a restricted scope. The Company faces various risks related to financial instruments in its routine activities, mainly including credit risk, liquidity risk market risk. The management has reviewed and approved the policies of managing those risks, which are summarized as follows. (I) Credit Risk Credit risk means the risk of financial losses incurred to the other party when one party of a financial instrument is unable to fulfill its obligations. 1. Credit Risk Management Practice (1) Credit Risk Evaluation Method On each balance sheet date, the Company shall evaluate whether the credit risk of relevant financial instruments has increased significantly since the initial recognition. After determining whether the credit risk has increased significantly since the initial recognition, the Company shall consider obtaining reasonable and reliable information without paying unnecessary extra costs or efforts, including qualitative and quantitative analysis based on historical data, external credit risk rating and forward-looking information. On the base of the single financial instrument or combination of financial instruments with similar credit risk characteristics, the Company compares the risk of default of financial instruments on the balance sheet date with the risk of default on the initial recognition date to determine the change of default risk of financial instruments during their expected duration. When one or more of the following quantitative and qualitative criteria prevails, the Company shall believe the credit risk of financial instruments has increased significantly: 1) For the quantitative standard, it can be mainly analyzed from the probability of default for the remaining duration on the balance sheet date rises by more than a certain proportion compared with the initial confirmation. 2) For the qualitative standard, it can be mainly analyzed from the major adverse changes in the debtor's operation or financial situation, changes in existing or expected technology, market, economy or legal environment which shall have major adverse impacts on the debtor’s repayment ability of the Company, etc. 3) The upper limit is that the debtor’s contract payment (including principal and interest) is overdue for more than 90 days. (2) Definition of Default and Credit Impairment-Assets When a financial instrument meets one or more of the following conditions, the Company shall define the financial asset as having defaulted, and its criteria are consistent with the definition of having incurred credit impairment: 1) Quantitative Standard The debtor fails to make the payment after the contract payment date for more than 90 days; 2) Qualitative criteria ① The debtor has major financial difficulties; ② The debtor violates the binding provisions on the debtor in the contract; ③ The debtor is likely to go bankrupt or carry out other financial restructurings; ④ The creditor shall give the debtor concessions that will not be made in any other circumstances due to the economic or contractual considerations related to the debtor's financial difficulties. 2. Measurement of Expected Credit Loss 242 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Key parameters of the expected credit loss measurement include default probability, loss given default, and default risk exposure. The Company considers the quantitative analysis and forward-looking information of historical statistical data (such as counterparty rating, guarantee method, collateral type, repayment method, etc.) to establish exposure models of default probability, loss given default, and default risk. 3. Refer to Note V-I (2), V-I (4), V-I (8) for details of the reconciliation statements of beginning balance and ending balance of financial instrument loss provision. 4. Credit Risk Exposure and Credit Risk Concentration The Company’s credit risk mainly comes from bank deposits and accounts receivable. To control the aforementioned relevant risks, the Company has adopted the following measures. (1)Bank deposits The Company places its bank deposits with financial institutions of high credit ratings. Thus, its credit risk is low. (2)Accounts receivable The Company conducts credit assessment on the customers trading in the mode of credit on a regular basis. Based on the credit assessment result, the Company chooses to trade with recognized customers with good credit and monitor the balance of the accounts receivable from them to ensure that the Company will not face any significant bad debt risk. Due to the Company merely trades with the authorized third party with good credit, the guarantee is not required. Credit risk concentration is managed in accordance with the customers. As of 31 December 2019, there are certain credit concentration risks, and 63.81% of accounts receivable of the Company (72.89% on 31 December 2018) comes from top 5 customers of balance. The Company hasn’t held any guarantee or other credit enhancement for balance of accounts receivable. The maximum credit risk exposure the Company undertook shall be the carrying value of each financial asset in balance sheet. (II)Liquidity Risk Liquidity risk refers to the risk of fund shortage occurring when the Company fulfills the settlement obligation in the mode of cash delivery or other financial assets. Liquidity risk may originate from the failure to sell financial assets at fair value as soon as possible; or from the other party’s failure to pay off its contractual debts; or from the earlier maturity of debts; or from the failure to generate the expected cash flow. To control the risk, the Company comprehensively adopts bank loans as financing approach, appropriately combine long-term and short-term financing modes and optimize the financing structure to maintain the balance between financing sustainability and flexibility. The Company has obtained the line of credit from a number of commercial banks to satisfy its operation fund needs and capital expenditure. Financial liabilities classified by remaining maturity Item Ending balance Carrying value Undiscounted Within 1 year 1 to 3 years Over 3 years contract amount Bank loans 2,193,833,000.00 2,809,760,244.87 122,965,009.77 254,890,988.43 2,431,904,246.67 Accounts 577,689,139.10 577,689,139.10 577,689,139.10 receivable Other 1,136,902,252.81 1,136,902,252.81 1,136,902,252.81 receivables Current 3,921,032.24 3,926,732.24 3,926,732.24 portion for 243 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 other non-current liabilities Subtotal 3,912,345,424.15 4,528,278,369.02 1,841,483,133.92 254,890,988.43 2,431,904,246.67 (Continued) Item Beginning balance Carrying value Undiscounted Within 1 year 1 to 3 years Over 3 years contract amount Bank loans 1,000,000.00 1,061,292.12 53,826.41 1,007,465.71 Accounts 435,350,850.19 435,350,850.19 435,350,850.19 payable Other 656,718,385.20 656,718,385.20 656,718,385.20 payables Current 1,669.10 1,669.10 1,669.10 portion for other non-current liabilities Subtotal 1,093,070,904.49 1,093,132,196.61 1,092,124,730.90 1,007,465.71 Note: Refer to Note V-(44) for the difference between the beginning balance and ending balance in prior period (31 December 2018) for details. (III) Market Risk Market risk means the fluctuation risk of the fair value of financial instruments or the future cash flow due to market price changes. 1. Interest rate risk Interest rate risk means the fluctuation risk of the fair value of financial instruments or the future cash flow due to changes of market interest rate.The Company has faced the interest rate risk of fair value generated from the financial instrument with interest of fixed rate, and the interest rate risk of cash flows generated from financial instrument with interest of floating interestrate. The Companywill determined the proportion between the financial instrument with interest of fixed rate and floating interest rate according to the market environment, as well as review regularly, supervise and maintain appropriate portfolio of financial instrument. The interest rate risk of cash flows facing the Company is mainly related to the bank loans calculated by floating interest rate of the Company. As of 31 December 2019, under the assumption of fixed variables with 50 basis points changed in interest rate, the bank loan with RMB2,193,933,000.00(RMB1,000,000.00 on 31 December 2018) calculated at floating rate will not result in significant influence on total profit and shareholders’ equity of the Company. 2. Foreign exchange risk Foreign exchange rate refers to the risk that may lead to the changes of fair value of financial instruments or future cash flows due to fluctuation in exchange rate. The risk of changes of exchange rate facing the Company is mainly related to foreign currency monetary assets and liabilities of the Company.The Company operates in mainland China, and the main activities are recorded by renminbi. Thus, the foreign exchange market risk undertaken is insignificant for the Company. Refer to Note V-(V) 2 for the information of foreign currency monetary assets and liabilities at the period-end for 244 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 details. XI. The Disclosure of Fair Value 1. Ending Fair Value of Assets and Liabilities at Fair Value Unit: RMB Ending fair value Item Fair value measurement Fair value measurement Fair value measurement Total items at level 1 items at level 2 items at level 3 I. Consistent fair value -- -- -- -- measurement (III) Other equity instrument 1,580,475.86 1,580,475.86 investment Total amount of assets at fair 1,580,475.86 1,580,475.86 value II. Inconsistent fair value -- -- -- -- measurement 2. Market Price Recognition Basis for Consistent and Inconsistent Fair Value Measurement Items at Level 1 Other equity instrument held by the Company belongs to stocks of listed company, of which the closing price of stock exchange on 31 December 2019 shall be regarded as the fair value. 245 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 3. Valuation Technique Adopted and Nature and Amount Determination of Important Parameters for Consistent and Inconsistent Fair Value Measurement Items at Level 2 4. Valuation Technique Adopted and Nature and Amount Determination of Important Parameters for Consistent and Inconsistent Fair Value Measurement Items at Level 3 5. Sensitiveness Analysis on Unobservable Parameters and Adjustment Information between Beginning and Ending Carrying Value of Consistent Fair Value Measurement Items at Level 3 6. Explain the Reason for Conversion and the Governing Policy when the Conversion Happens if Conversion Happens among Consistent Fair Value Measurement Items at Different Levels 7. Changes in the Valuation Technique in the Current Period and the Reason for Such Changes 8. Fair Value of Financial Assets and Liabilities Not Measured at Fair Value 9. Other XII. Related Party and Related-party Transactions 1. Information Related to the Company as the Parent of the Company Proportion of share Proportion of voting held by the rights owned by the Registration Name Nature of business Registered capital Company as the Company as the place parent against the parent against the Company (%) Company (%) Shenzhen Investment Managing Shenzhen RMB25,349 million 63.82% 63.82% Holdings Co., Ltd. state-owned assets Notes: Information on the Company as the parent The Company as the parent of the Company is Shenzhen Investment Holdings Co., Ltd., a newly-established and organized state-owned capital investment company based on the original three state-owned assets management companies in October 2004, among which the main function is to manage the partial municipal state-owned companies according to the authorization of Municipal SASAC. As a government department, Shenzhen State-owned Assets Supervision and Administration Bureau manages Shenzhen Investment Holdings Co., Ltd. on behalf of People’s Government of Shenzhen Municipality. The final controller of the Company is Shenzhen State-owned Assets Supervision and Administration Committee of Shenzhen Government. Other notes: 2. Subsidiaries of the Company Refer to Note IX-(I) Equity in Significant Subsidiary for details. 246 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 3. Information on the Joint Ventures and Associated Enterprises of the Company Refer to Note IX-3 for details about significant joint ventures or associated enterprises. Information on other joint venture or associated enterprise of occurring related-party transactions with the Company in Reporting Period, or forming balance due to related-party transactions made in previous period: Name Relationship with the Company Other notes 4. Information on Other Related Parties Name Relationship with the Company Wholly-owned subsidiary of the Company as the parent of the Shenzhen Investment Holdings Co., Ltd. Company Wholly-owned subsidiary of the Company as the parent of the Shenzhen Bay Technology Development Co., Ltd. Company The Company as the parent of Xinhai Rongyao of subsidiary Shenzhen Xinhai holding Co., Ltd. Rongyao Real Estate by non-controlling interests Shenzhen Xinhai Rongyao Real Estate Development Co., Ltd. Subsidiary Rongyao Real Estate by non-controlling interests Wholly-owned subsidiary of Shenzhen Bay Technology Shenzhen Hi-tech Zone Development Construction Co., Ltd Development Co., Ltd. Shenzhen Real Estate Jifa Warehousing Co., Ltd. Joint venture of the Company Shenzhen Tian’an International Mansion Property Administration Joint venture of the Company Co., Ltd. Shenzhen Wufang Ceramics Industrial Co., Ltd. Associated enterprise of the Company Other notes 5. List of Connected Transactions (1) Information on Acquisition of Goods and Reception of Labor Service Information on acquisition of goods and reception of labor service Unit: RMB The approval trade Whether exceed trade Same period of last Related party Content Reporting Period credit credit or not year Information of sales of goods and provision of labor service Unit: RMB Related party Content Reporting Period Same period of last year Shenzhen Bay Technology Property management 30,371,848.90 48,262,643.06 Development Co., Ltd 247 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shenzhen Hi-tech Zone Development Construction Co., Property management 1,420,903.83 526,391.41 Ltd. Notes on acquisition of goods and reception of labor service (2) Information on Related-party Trusteeship/Contract Lists of trusteeship/contract: Unit: RMB Name of the Name of the Income entruster/contract entrustee/ Type Start date Due date Pricing basis recognized in this ee contractor Reporting Period Shenzhen Shenzhen Toukong Shentou Property Investment Property 6 November 2019 5 November 2025 Market pricing 4,552,437.91 Development property Management Co., Co., Ltd. Ltd. Notes: Lists of entrust/contractee Unit: RMB Name of the Name of the Charge entruster/contract entrustee/ Type Start date Due date Pricing basis recognized in this ee contractor Reporting Period Notes: (3) Information on Related-party Lease The Company was lessor: Unit: RMB The lease income confirmed in The lease income confirmed in Name of lessee Category of leased assets the Reporting Period the Same period of last year Shenzhen Shentou Property Investment property 373,194.96 365,868.00 Development Co., Ltd. The Company was lessee: Unit: RMB The lease fee confirmed in the The lease fee confirmed in the Name of lessor Category of leased assets Reporting Period Same period of last year Notes: 248 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (4) Information on Related-party Guarantee The Company was guarantor: Unit: RMB Execution accomplished Secured party Guarantee amount Start date End date or not The Company was secured party Unit: RMB Execution accomplished Guarantor: Guarantee amount Start date End date or not Notes: (5) Information on Inter-bank Lending of Capital of Related Parties Unit: RMB Related party Amount Start date End date Note Borrowing Shenzhen Real Estate Jifa No specific repayment 6,500,000.00 22 July 2019 Warehousing Co., Ltd. period Lending 249 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 In 2019, the Company acquired 69% equity of Shenzhen Rongyao Real Estate Development co., ltd (hereinafter referred to as “Rongyao Real Estate”) through business combination under different control. On the day of merger and acquisition, Shenzhen Rongyao Real Estate Development Co., Ltd. Shall received a total of RMB1,390.6049 million from the former controlling shareholder Shenzhen Xinhai Rongyao Real Estate Development Co., Ltd. (hereinafter referred to as “Xinhai Rongyao”) and the parent company Shenzhen Shenzhen Xinhai Holding 551,499,990.18 31 July 2018 Xinhai Holdings Co., Ltd. Co., Ltd. (hereinafter referred to as “Xinhai Holdings”). For this transaction, ShenZhen Properties & Resources Development (Group) Ltd. has made repayment arrangements with relevant parties and signed relevant repayment agreement, which stipulates that Xinhai Rongyao and Xinhai Holding will pay the abovementioned debts with the balance of equity transfer fund of RMB408 million. As for the repayment plan with the remaining balance of RMB982.6049 million: in the first stage, RMB100 million shall be repaid during the demolition of the project; 250 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 in the second stage, RMB582.6049 million shall be paid off within 3 months from the date of completion of the project (subject to the signing of the compensation and resettlement agreement for the relocation of all properties within the scope of the project); in the third stage, the remaining RMB300 million can be extended until the project is completely liquidated within one year from the date of completion of demolition, but the loan interest shall be paid at an annual interest rate of 11% per day to Rongyao Real Estate from the date of completion of demolition to the date of completion of loan repayment. According to the terms of the agreement, Xinhai Rongyao pledged 31% of equity in Rongyao Estate as the guarantee of implementation of the repayment obligation to the Company. As of the issuance of the report, the above pledge procedure hasn’t been completed. As of 31 December 2019, the demolition progress of the project has not reached the repayment node of the second stage, and the balance due from Xinhai Rongyao Real Estate and Xinhai Holdings is RMB881.9729 million. 251 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shenzhen Xinhai Rongyao Real Estate Development Co., 330,472,932.33 22 June 2018 The same Ltd. (6) Information on Assets Transfer and Debt Restructuring by Related Party Unit: RMB Related party Content Reporting period Same period of last year (7) Information on Remuneration for Key Management Personnel Unit: RMB Item Reporting period Same period of last year Remuneration for key management 11,861,114.20 9,764,725.59 personnel (8) Other Related-party Transactions Projects Investment Status of Core Staff To advocate the core staff of the group to share the operating results of market-oriented projects with the Company, share the operating risks, stimulate their endogenous power to improve efficiency and increase benefits, further improve the project turnover rate, reduce the risks of land acquisition, development and operation, improve the asset management efficiency and to realize the maintenance and appreciation of state-owned assets, through the standardized and scientific design of investment follow-up mechanism and the establishment of the group's long-term incentive and restraint mechanism, the Company has formulated the Staff Follow-up Investment Management Measures. According to the above management measures, follow-up investment matters will form related transactions of the joint investment with some core staff of the Company. As of 31 December 2019, the core staff of the Company has contributed a total of one item within the scope of the consolidated statement of follow-up investment through cash. The actual investment of follow-up investment is RMB40 million. There is no accumulated back-up fund. The follow-up investment of the item is as follows: Item Total amount Accumulative return Bangling urban renewal project (Note) 40,000,000.00 Note: Bangling urban renewal project belongs to the urban renewal project of Shenzhen Rongyao Real Estate Development Co., Ltd., the subsidiary of the Company, located at Guihua Road, Longhua District, Shenzhen. The project is in the early stage of demolition currently, and after the demolition, the development construction land will be expected to cover 68, 400 square meters with capacity building area of 434, 600 square meters as well as RMB6, 433 million in the expected total investment of the project. 6. Accounts Receivable and Payable of Related Party (1) Accounts Receivable Unit: RMB Item Related party Ending balance Beginning balance 252 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Carrying amount Bad debt provision Carrying amount Bad debt provision Shenzhen Bay Technology Accounts receivable 93,790,305.70 4,689,515.29 54,061,752.12 2,703,087.61 Development Co., Ltd. Shenzhen Hi-tech Zone Development 1,045,589.81 31,367.69 669,862.82 20,095.88 Construction Co., Ltd. Subtotal 94,835,895.51 4,720,882.98 54,731,614.94 2,723,183.49 Shenzhen Xinhai Other receivables 551,499,990.18 1,057,899,990.18 Holding Co., Ltd. Shenzhen Xinhai Rongyao Real Estate 330,472,932.33 332,072,932.33 Development Co., Ltd. Shenzhen Hi-tech Zone Development 138,689.46 69,344.73 281,062.74 84,318.82 Construction Co., Ltd. Shenzhen Wufang Ceramics Industrial 1,747,264.25 1,747,264.25 1,747,264.25 1,747,264.25 Co., Ltd. Subtotal 883,858,876.22 1,816,608.98 1,392,001,249.50 1,831,583.07 (2) Accounts Payable Unit: RMB Item Related party Ending carrying amount Beginning carrying amount Shenzhen Real Estate Jifa Warehousing Other payables 35,796,665.14 29,296,665.14 Co., Ltd. Shenzhen Tian’an International Mansion Property Administration Co., 5,214,345.90 5,214,345.90 Ltd. Subtotal 41,011,011.04 34,511,011.04 253 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 7. Commitments of Related Party 8. Other XIII. Stock Payment 1. The Overall Situation of Stock Payment □ Applicable □ Not applicable 2. The Stock Payment Settled in Equity □ Applicable □ Not applicable 3. The Stock Payment Settled in Cash □ Applicable □ Not applicable 4. Modification and Termination of the Stock Payment 5. Other XIV. Commitments and Contingency 1. Significant Commitments Significant Contingency on Balance Sheet Date 1. Large amount contract signed under performance or performance preparation Item Reporting period Same period of last year Signed but derecognized in financial statements —Large amount contract 145,501,513.44 11,355,909.38 2. Contingency (1) Significant Contingency on Balance Sheet Date 1) Contingent liabilities formed by pending action and financial influence ①The action about transferring Jiabin Building contentious matter In 1993, the Company signed Right of Development Transfer Contract of Jiabin Building with Shenzhen Jiyong Property Development Co., Ltd. (hereinafter referred to as “Jiyong Company”). Since the contract was not effectively executed, the Company subsequently filed a series of lawsuits against the parties involved in the project, but the outcome was not favorable to the Company. Therefore, the Company calculated and withdrew bad-debt provisions for accounts receivable from Jiyong Company in full in past years for the transfer of Jiabin Building. On October 31, 2018, Shenzhen Intermediate People’s Court made a civil award and ruled that the Company’s application for the bankruptcy of Jiyong Company would not be accepted. The Company refused to accept such 254 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 ruling and has appealed to Shenzhen Intermediate People’s Court. As of the issuance date of the report, there is no new progress in the case. ② Lawsuit items regarding disputes over environmental pollution liability of Fuchang Building Phase II On 24 May 2019, the Futian District Indemnificatory Talent Housing Project “Fuhuihuayuan, Fuchang Building Phase II” developed by the Company officially started. The plaintiffs Feng Shuiping and other 180 people filed a civil lawsuit against the Company and the Second Construction Engineering Co., Ltd. of China Construction Third Engineering Bureau Co., Ltd. (hereinafter referred to as “The Third Construction Bureau”). The plaintiffs claimed the amount of personal injury compensation at the standard of RMB300 per day during the construction period and the total amount of the subject matter involved in the series of cases was RMB8.154 million. The court initially fixed the court date as 10 December 2019, while another defendant, The Third Construction Bureau filed a jurisdictional objection with the court. The original court date decided by the court of the first instance was postponed. As of the issuance date of the report, the notice of the court date has not been received from the court of the first instance. As the court decision has not yet been obtained, the Company has not accrued the estimated liabilities for the above cases.\ ③Lawsuit items regarding Lvxinyuan Company contract dispute On 23 October 2018, Shenzhen Huazhengpeng Property Management Development Co., Ltd. (hereinafter referred to as “Huazhengpeng”), a subsidiary of the Company, was sued by the plaintiff Shenzhen Lvxinyuan Agricultural Products Co., Ltd. (hereinafter referred to as Lvxinyuan) for a dispute over the sales contract. On 11 March 2019, the court ruled that Huazhengpeng had to pay Lvxinyuan good payments and the interest altogether RMB593,579.23, and the bank account balance under Huazhengpeng's name was deducted RMB111,545.36 during the enforcement process by the court, and the account of Huazhengpeng Company was frozen, at this point, there are no executable assets under Huazhengpeng's name. This year, Huazhengpeng accrued an estimated liability of RMB 482,033.87 according to the compensation amount to be paid. ④ Lawsuit items regarding Cai Xuesen's contract dispute On 10 August 2005, Shenzhen Taixinli Property Management Co., Ltd. (hereinafter referred to as “Taixinli”), a subsidiary of the Company, leased two lands located beside original Songgang toll station of national highway 107 to Cai Xuesen (natural person) for the construction of a factory building. Due to the land can only be used for education, Cai Xuesen was unable to obtain a work permit. Therefore, on 30 June 2008, Cai Xuesen filed a lawsuit to the court on the ground that Taixinli deliberately concealed the fact that they had no land use right, and made him impossible to start construction at the agreed time. On 13 January 2019, Shenzhen Intermediate People’s Court made a final judgment on the case, demanding Taixinli to repay Cai Xuesen’s losses altogether RMB749,398.00. The Company has fully accrued the estimated liabilities for the above amount. ⑤ Lawsuit items regarding Lubanhang’s contract disputes On 23 July 2014, Shenzhen Taixinli Property Management Co., Ltd. (hereinafter referred to as “Taixinli”), a subsidiary of the Company, signed Supervision Service Contract with Guangdong Lubanhang Technology Co., Ltd. (hereinafter referred to as “Lubanhang”) regarding Yupin Luanshan project. The project was suspended in 2016 for some reason, so Lubanhang filed a lawsuit with Shenzhen Bao’an District People's Court on 31 March 2019, required to dissolve the Supervision Service Contract and pay supervision service fees and interest, etc altogether RMB7,063,237.32, and proposed to the court for property preservation and freeze the total amount of RMB7,063,237.32 in the account of Taixinli Company. On 5 November 2019, the court ruled in the first instance that Taixinli should pay part of the supervision service fees and corresponding interest according to the fault liability. Accordingly, the Company has accrued the estimated liability of RMB1,671,896.00 according to the judgment result of the court. 2) Contingent liabilities formed by debt guarantee provided for other units and financial influence ① As a real estate developer, the Company has provided mortgage guarantees for commercial housing purchasers and paid loan guarantees according to real estate business practices. As of 31 December 2019, the balance of the cash deposit that have not been released is RMB1,117,507.63. That guarantee will be released on the date when the mortgage money is paid off. ② The Company and its subsidiaries provide mortgage guarantees for commercial housing purchasers according to the real estate business practice. The purchaser uses the purchased commercial housing as collateral. The guarantee amount that has not been settled as of 31 December 2019 is RMB1,812,240,875.59 and since so far, purchasers have not defaulted, and the current market price of 255 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 these properties is higher than the selling price, the Company believes that the risks associated with providing such guarantees are relatively low. (2) In Despite of no Significant Contingency to Disclose, the Company Shall Also Make Relevant Statements There was no significant contingency in the Company. 3. Other XV. Events after Balance Sheet Date 1. Significant Non-adjusted Events Unit: RMB Influence number to the Reason of inability to estimate Item Content financial position and operating influence number results 2. Profit Distribution Unit: RMB Profits or dividends planned to distribute 214,552,473.12 Reviewed and approved profits or dividends declared to distribute 214,552,473.12 3. Sales Return 4. Notes to Other Events after Balance Sheet Date XVI. Other Significant Events 1. The Accounting Errors Correction in Previous Period (1) Retrospective Restatement Unit: RMB Name of the influenced report Content Processing program Accumulative impact items during comparison period (2) Prospective Application Reason for adopting prospective Content Processing program application 256 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 2. Debt Restructuring Not applicable 3. Assets Replacement (1) Non-monetary Assets Exchange Not applicable (2) Other Assets Replacement Not applicable 4. Pension Plans Not applicable 5. Discontinued Operations Unit: RMB Profit from discontinued operations Income tax Item Income Expense Total profit Net profit attributable to expense owners of the Company as the parent Shenzhen Hefeng Property 0.00 928,469.09 68,776.81 0.00 68,776.81 68,776.81 Management Co., Ltd. Other notes 6. Segment Information (1) Determination Basis and Accounting Policies of Reportable Segment The factors considered to determine the reportable segment In accordance with the internal organization structure, management requirements and internal report system, the Company identified the reportable segments based on the product segment and assessed the operational performance of ivory business, printing business and latex business. The assets and liabilities sharing with other segments shall be proportionally distributed among segments by scales. 257 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (2) The Financial Information of Reportable Segment Unit: RMB Property Offset among Item Real estate Catering service Others Total management segment Main operation 2,733,576,693.98 1,149,248,827.13 25,233,345.26 6,164,659.54 -35,409,739.92 3,878,813,785.99 revenue Main operation 487,948,623.15 944,077,821.52 23,764,400.05 3,335,375.68 -46,906,089.99 1,412,220,130.41 cost Total assets 14,198,271,884.51 1,518,565,388.80 3,858,917.20 2,265,195.50 -4,950,469,645.48 10,772,491,740.53 Total liabilities 11,419,730,032.77 1,081,903,366.20 3,048,272.47 3,322,033.01 -5,002,079,265.11 7,505,924,439.34 (3) If there Was no Reportable Segment, or the Total Amount of Assets and Liabilities of Each Reportable Segment Could not Be Reported, Relevant Reasons Shall Be Clearly Stated (4) Other notes 7. Other Significant Transactions and Events with Influence on Investors’ Decision-making 8. Other XVII. Notes of Main Items in the Financial Statements of the Company as the Parent 1. Notes Receivable and Accounts Receivable (1) Accounts Receivable Disclosed by Category Unit: RMB Ending balance Beginning balance Carrying amount Bad debt provision Carrying amount Bad debt provision Category Withdra Withdraw Carrying Carrying Proportio wal Proportio al Amount Amount value Amount Amount value n proportio n proportio n n Accounts receivable for which bad debt 96,702,2 96,702,2 96,702,26 96,702,26 99.16% 100.00% 0.00 99.16% 100.00% provision separately 69.40 69.40 9.40 9.40 accrued Of which: 258 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Accounts receivable withdrawal of bad 820,241. 64,309.1 755,932.1 1,940,446 1,853,494.7 0.84% 7.84% 1.97% 86,951.65 4.48% debt provision by 30 6 4 .37 2 group Of which: 97,522,5 96,766,5 755,932.1 98,642,71 96,789,22 1,853,494.7 Total 100.00% 99.22% 100.00% 98.12% 10.70 78.56 4 5.77 1.05 2 Accounts receivable for which bad debt provision separately accrued: Unit: RMB Ending balance Name Carrying amount Bad debt provision Withdrawal proportion Reason for withdrawal Shenzhen Jiyong Involved in lawsuit and Properties & Resources 93,811,328.05 93,811,328.05 100.00% with no executable property Development Company Shenzhen Tewei Long aging and expected 2,836,561.00 2,836,561.00 100.00% Industrial Co., Ltd. unrecoverable Luohu District Economic Long aging and expected 54,380.35 54,380.35 100.00% Development Company unrecoverable Total 96,702,269.40 96,702,269.40 -- -- Accounts receivable for which bad debt provision separately accrued: RMB96,702,269.40 Unit: RMB Ending balance Name Carrying amount Bad debt provision Withdrawal proportion Reason for withdrawal Accounts receivable for which bad debt provision separately accrued: Unit: RMB Ending balance Name Carrying amount Bad debt provision Withdrawal proportion Reason for withdrawal Withdrawal of bad debt provision by group: RMB64,309.16 Unit: RMB Ending balance Name Carrying amount Bad debt provision Withdrawal proportion Portfolio of credit risk features 820,241.30 64,309.16 7.84% Notes to the determination basis for the group: For details, please refer to Part X Financial Statement-V-10. Withdrawal of bad debt provision by group: Unit: RMB Name Ending balance 259 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Carrying amount Bad debt provision Withdrawal proportion Within 1 year 253,070.99 7,592.13 3.00% 1 to 2 years 567,170.31 56,717.03 10.00% Total 820,241.30 64,309.16 -- Notes to the determination basis for the group: Withdrawal of bad debt provision by group: Unit: RMB Ending balance Name Carrying amount Bad debt provision Withdrawal proportion Notes to the determination basis for the group: Please refer to the relevant information of disclosure of bad debt provision of other accounts receivable if adopting the general mode of expected credit loss to withdraw bad debt provision of accountsreceivable. □ Applicable √ Not applicable Disclosed by aging Unit: RMB Aging Ending balance Within 1 year (including 1 year) 253,070.99 1 to 2 years 567,170.31 Over 3 years 96,702,269.40 Over 5 years 96,702,269.40 Total 97,522,510.70 (2) Bad Debt Provision Withdrawal, Reversed or Recovered in the Reporting Period Bad Debt Provision Withdrawn, Reversed or Recovered in the Reporting Period: Unit: RMB Beginning Changes in the Reporting Period Category Ending balance balance Withdrawal Reversal or recovery Write-off Bad debt provision 96,702,269.40 96,702,269.40 withdrawn separately Bad debt provision 86,951.65 22,642.49 64,309.16 withdrawn by group Total 96,789,221.05 22,642.49 96,766,578.56 Of which significant amount of reversed or recovered bad debt provision: Unit: RMB Name of entity Amount reversed or recovered Way of recovery 260 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (3) Accounts Receivable with Actual Verification during the Reporting Period Unit: RMB Item Amount verified Of which the verification of significant other accounts receivable: Unit: RMB Verification Whether generated Reason for Name of entity Nature Amount verified procedures from connected verification performed transactions Notes to verification of accounts receivable: (4) Top 5 of the Ending Balance of the Accounts Receivable Collected according to Arrears Party Unit: RMB Ending balance of accounts Proportion to the total ending balance Ending balance of bad Name of entity receivable of accounts receivable (%) debt provision Shenzhen Jiyong Properties & 93,811,328.05 96.19% 93,811,328.05 Resources Development Company Shenzhen Tewei Industry Co., Ltd. 2,836,561.00 2.91% 2,836,561.00 Shenzhen Rainbow Department 567,170.31 0.58% 567,170.31 Store Co., Ltd. Shenzhen Garwon Restaurant 90,956.00 0.09% 2,728.68 Chains Co., Ltd. Luohu District Economic 54,380.35 0.06% 54,380.35 Development Company Total 97,360,395.71 99.83% (5) Accounts Receivable Derecognized due to the Transfer of Financial Assets (6) The Amount of Assets and Liabilities Generated from the Transfer and the Continued Involvement of Accounts Receivable Other notes: 2. Other Accounts Receivable Unit: RMB Item Ending balance Beginning balance Other accounts receivable 501,082,153.81 1,298,486,323.35 Total 501,082,153.81 1,298,486,323.35 261 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 (1) Interest Receivable 1) Category of Interest Receivable Unit: RMB Item Ending balance Beginning balance 2) Significant Overdue Interest Whether occurred Entity Ending balance Overdue time Overdue reason impairment and its judgment basis Other notes: 3) Information of Withdrawal of Bad Debt Provision □ Applicable √ Not applicable (2) Dividend Receivable 1) Category of Dividend Receivable Unit: RMB Item (or investees) Ending balance Beginning balance 2) Significant Dividends Receivable Aging over 1 Year Unit: RMB Whether occurred Item (or investees) Ending balance Aging Reason impairment and its judgment basis 3) Information of Withdrawal of Bad Debt Provision □ Applicable √ Not applicable Other notes: (3) Other Receivables 1) Other Receivables Disclosed by Account Nature Unit: RMB 262 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Nature Ending carrying amount Beginning carrying amount Guarantee deposit 2,139,511.80 2,218,894.63 Petty cash 174,311.00 Payment on behalf 16,557.82 511,835.47 External intercourse funds 23,164,046.99 23,110,568.22 Intercourse funds to subsidiary 508,280,508.64 1,305,603,603.25 Total 533,600,625.25 1,331,619,212.57 2) Information of Withdrawal of Bad Debt Provision Unit: RMB First stage Second stage Third stage Expected loss in the Expected loss in the Bad debt provision Expected credit loss Total duration (credit impairment duration (credit impairment of the next 12 months not occurred) occurred) Balance of 1 January 33,132,889.22 33,132,889.22 2019 Balance of 1 January 2019 in the current —— —— —— —— period Reversal of the current 614,417.78 614,417.78 period Balance of 31 December 32,518,471.44 32,518,471.44 2019 Changes of carrying amount with significant amount changed of loss provision in the Reporting Period □ Applicable √ Not applicable Disclosure by aging Unit: RMB Aging Ending balance Within 1 years (including 1 year) 10,420,103.68 1 to 2 years 6,685,717.35 2 to 3 years 281,704,128.54 Over 3 years 234,790,675.68 3to 4 years 42,409,836.60 4to 5 years 5,644,887.62 Over 5 years 186,735,951.46 Total 533,600,625.25 263 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 3) Bad Debt Provision Withdrawn, Reversed or Recovered in the Reporting Period Information of bad debt provision withdrawn: Unit: RMB Beginning Changes in the Reporting Period Category Ending balance balance Withdrawal Reversal or recovery Write-off Bad debt provision 33,132,889.22 614,417.78 32,518,471.44 Total 33,132,889.22 614,417.78 32,518,471.44 Of which the bad debt provision reversed or recovered with significant amount during the Reporting Period: Unit: RMB Name of entity Amount reversed or recovered Way of recovery 4) Particulars of the Actual Verification of Other Receivables during the Reporting Period Unit: RMB Item Amount Of which the verification of significant other receivables: Unit: RMB Whether occurred because of Name of the entity Nature Amount Reason Procedure related-party transactions Notes to the verification of other receivables: 5) Top 5 of the Ending Balance of Other Receivables Collected according to the Arrears Party Unit: RMB Proportion to ending Ending balance of Name of the entity Nature Ending balance Aging balance of total bad debt other receivables% provision SZPRD Xuzhou Dapeng Real Intercourse funds to 222,088,221.77 1 to 3 years 38.18% Estate Development Co., Ltd. subsidiary Shum Yip Properties Development Intercourse funds to 109,963,975.18 Over 5 years 18.91% 7,266,277.17 Limited subsidiary Shenzhen Huangcheng Property Intercourse funds to 66,865,906.77 2 to 3 years 11.49% Management Co., Ltd. subsidiary SZPRD Yangzhou Real Estate Intercourse funds to 42,409,836.60 3 to 4 years 7.29% Development Co., Ltd. subsidiary 264 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shanghai Yutong Real Estate Co., External intercourse 5,676,000.00 Over 5 years 0.98% 5,676,000.00 Ltd. funds Total -- 447,003,940.32 -- 76.84% 12,942,277.17 6) Accounts Receivable Involving Government Subsidies Unit: RMB Project of government Estimated recovering Name of the entity Ending balance Ending aging subsidies time, amount and basis 7) Derecognition of Other Receivables due to the Transfer of Financial Assets 8) The Amount of the Assets and Liabilities Formed due to the Transfer and the Continued Involvement of Other Receivables Other notes: 3. Long-term Equity Investment Unit: RMB Ending balance Beginning balance Item Depreciation Depreciation Carrying amount Carrying value Carrying amount Carrying value reserve reserve Investment to 1,095,429,880.39 69,964,000.00 1,025,465,880.39 269,466,672.93 69,964,000.00 199,502,672.93 subsidiaries Investment to joint ventures and 64,059,736.86 18,983,614.14 45,076,122.72 58,982,897.38 18,983,614.14 39,999,283.24 associated enterprises Total 1,159,489,617.25 88,947,614.14 1,070,542,003.11 328,449,570.31 88,947,614.14 239,501,956.17 (1) Investment to Subsidiaries Unit: RMB Increase/decrease Beginning Ending balance Depreciation Ending balance Investee balance Additional Reduced of depreciation reserve Other (carrying value) (carrying value) investment investment reserve withdrawn 265 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shenzhen Huangcheng 35,552,671.93 35,552,671.93 Real Estate Co., Ltd. SZPRD Real Estate 30,950,000.00 30,950,000.00 Development Co., Ltd. SZPRD Yangzhou Real Estate 50,000,000.00 50,000,000.00 Development Co., Ltd. Dongguan ITC Changsheng Real Estate 20,000,000.00 20,000,000.00 Development Co., Ltd. Shenzhen International Trade Center 20,000,000.00 20,000,000.00 Property Management Co., Ltd. Shenzhen International Trade Center 1.00 1.00 1,600,000.00 Catering Co., Ltd. Shenzhen Property Construction 3,000,000.00 3,000,000.00 Supervision Co., Ltd. SZPRD Housing Assets Operation and 40,000,000.00 40,000,000.00 Management Co., Ltd. 266 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Zhanjiang Shenzhen Real Estate 0.00 0.00 2,530,000.00 Development Co., Ltd. Shum Yip Properties 0.00 0.00 15,834,000.00 Development Co., Ltd. SZPRD Xuzhou Dapeng Real Estate 0.00 0.00 50,000,000.00 Development Co., Ltd. Shenzhen Rongyao Real Estate 508,000,000.00 508,000,000.00 Development Co., Ltd. Shenzhen Toukong Property 317,963,207.46 317,963,207.46 Management Co., Ltd. Total 199,502,672.93 825,963,207.46 1,025,465,880.39 69,964,000.00 (2) Investment to Joint Ventures and Associated Enterprises Unit: RMB Increase/decrease Ending Gains and Adjustme Beginnin Cash Withdraw Ending balance Additiona losses nt of g balance Reduced Changes bonus or al of balance of Investee l recognize other (carrying investmen of other profits impairme Other (carrying depreciati investmen d under comprehe value) t equity announce nt value) on t the equity nsive d to issue provision reserve method income I. Joint ventures 267 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Shenzhen Real Estate 34,103,84 4,510,931 38,614,77 Jifa 0.40 .26 1.66 Warehous ing Co., Ltd. Tian’an Internatio nal Building Property 5,895,442 565,908.2 6,461,351 Managem .84 2 .06 ent Company of Shenzhen 39,999,28 5,076,839 45,076,12 Subtotal 3.24 .48 2.72 II. Associated enterprises Shenzhen Wufang 18,983,61 Ceramics 4.14 Industrial Co., Ltd. 18,983,61 Subtotal 4.14 39,999,28 5,076,839 45,076,12 18,983,61 Total 3.24 .48 2.72 4.14 (3) Other Notes 4. Operating Revenue and Cost of Sales Unit: RMB Reporting Period Same period of last year Item Operating revenue Cost of sales Operating revenue Cost of sales Main operations 393,330,909.38 60,386,026.23 1,279,701,193.52 224,508,410.48 Other operations 1,319,976.00 943,396.23 1,319,976.00 Total 393,330,909.38 61,706,002.23 1,280,644,589.75 225,828,386.48 Whether the Company has executed the new income standards 268 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 □ Yes √ No Other notes: 5. Investment Income Unit: RMB Item Reporting Period Same period of last year Long-term equity investment income 5,076,839.48 1,268,890.28 accounted by equity method Investment income from disposal of 565,632.29 long-term equity investment Investment income of financial instrument 81,620,807.16 during holding period Total 86,697,646.64 1,834,522.57 6. Other Not applicable XVIII. Supplementary Materials 1. Items and Amounts of Non-recurring Profit or Loss √ Applicable □ Not applicable Unit: RMB Item Amount Note Gains/losses on the disposal of non-current 47,015.23 assets Government grants recognized in the Current Period, except for those acquired in the ordinary course of business or granted at 2,410,184.82 certain quotas or amounts according to the government’s unified standards Current net gains and losses of subsidiaries acquired in business combination under the 118,680,871.93 same control from period-begin to combination date Other non-operating income and expense 2,048,751.21 other than the above Project confirmed with the definition of 91,337.56 non-recurring gains and losses 269 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Less: Income tax effects 1,146,936.51 Non-controllinginterests effects 645.31 Total 122,130,578.93 -- Explain the reasons if the Company classifies an item as an non-recurring gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Non-recurring Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item. □ Applicable √Not applicable 2. Return on Equity and Earnings Per Share EPS (Yuan/share) Profit as of Reporting Period Weighted average ROE (%) EPS-basic EPS-diluted Net profit attributable to ordinary 20.467% 1.3722 1.3722 shareholders of the Company Net profit attributable to ordinary shareholders of the Company after 19.82% 1.1673 1.1673 deduction of non-recurring profit or loss 3. 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 □ Applicable √ Not applicable (2) Differences of Net profit and Net assets Disclosed in Financial Reports Prepared under Overseas and Chinese Accounting Standards □ Applicable √ Not applicable (3) Explain Reasons for the Differences between Accounting Data under Domestic and Overseas Accounting Standards; for any Adjustment Made to the Difference Existing in the Data Audited by the Foreign Auditing Agent, Such Foreign Auditing Agent’s Name Shall Be Clearly Stated 4. Other 270 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2019 Part XIII Documents Available for Reference I. The financial statements with the signatures and stamps of the Company’s legal representative, head of financial affairs and head of the financial department (accounting supervisor); II. The original copy of the Independent Auditor’s Report with the seal of the CPA firm as well as the signatures and seals of the certified public accountants; and III. The originals of all the Company’s documents and announcements disclosed to the public via newspapers designated by the CSRC in the Reporting Period. 271