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深深房B:2018年年度报告(英文版)2019-03-29  

						ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.   Annual Report 2018




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

                                        ANNUAL REPORT 2018

                                                      2019-020




                                                   March 2019


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.    Annual Report 2018




           Part I Important Notes, Table of Contents and Definitions
The Board of Directors (or the “Board”), the Supervisory Committee as well as the directors,
supervisors and senior management of ShenZhen Special Economic Zone Real Estate &
Properties (Group) Co., Ltd. (hereinafter referred to as the “Company”) hereby guarantee the
factuality, accuracy and completeness of the contents of this Report and its summary, and
shall be jointly and severally liable for any misrepresentations, misleading statements or
material omissions therein.
Zhou Jianguo, chairman of the Company’s Board, Chen Maozheng, the Company’s General
Manager, Tang Xiaoping, the Company’s head for financial affairs, and Qiao Yanjun, head of
the Company’s financial department (equivalent to financial manager) hereby guarantee that
the Financial Statements carried in this Report are factual, accurate and complete.
All the Company’s directors have attended the Board meeting for the review of this Report
and its summary.
The Board has approved a final dividend plan as follows: based on the 1,011,660,000 shares, a
cash dividend of RMB2.00 (tax inclusive) per 10 shares is to be distributed to the shareholders,
with no bonus issue from either profit or capital reserves.
This Report and its summary have been prepared in both Chinese and English. Should there
be any discrepancies or misunderstandings between the two versions, the Chinese versions
shall prevail.




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                        Annual Report 2018




                                                  Table of Contents




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

Part II Corporate Information and Key Financial Information ................................................... 5

Part III Business Summary ............................................................................................................... 9

Part IV Operating Performance Discussion and Analysis ........................................................... 11

Part V Significant Events ................................................................................................................ 28

Part VI Share Changes and Shareholder Information ................................................................. 39

Part VII Preferred Shares ............................................................................................................... 45

Part VIII Directors, Supervisors, Senior Management and Staff................................................ 46

Part IX Corporate Governance ...................................................................................................... 53

Part X Corporate Bonds .................................................................................................................. 59

Part XI Financial Statements .......................................................................................................... 60

Part XII Documents Available for Reference .............................................................................. 172




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                    Annual Report 2018




                                                    Definitions


                     Term                                                    Definition
                                               ShenZhen Special Economic Zone Real Estate & Properties (Group)
“SPG”, the “Company”, the “Group” or
                                               Co., Ltd. and its consolidated subsidiaries, except where the context
“we”
                                               otherwise requires
Holding Company                                Shenzhen Investment Holdings Co., Ltd.
The “Reporting Period” or “Current Period” The period from 1 January 2018 to 31 December 2018
                                               Expressed in the Chinese currency of Renminbi, expressed in tens of
RMB, RMB’0,000
                                               thousands of Renminbi




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                 Annual Report 2018




    Part II Corporate Information and Key Financial Information

I Corporate Information

Stock name               SPG, SPG-B                      Stock code              000029, 200029
Stock exchange for stock
                         Shenzhen Stock Exchange
listing
Company        name   in
                         深圳经济特区房地产(集团)股份有限公司
Chinese
Abbr.                    深房集团
Company        name   in
                         ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
English (if any)
Abbr. (if any)           SPG
Legal representative     Zhou Jianguo
Registered address       45/F-48/F, SPG Plaza, Renmin South Road, Shenzhen, Guangdong, P.R.China
Zip code                 518001
Office address           47/F, SPG Plaza, Renmin South Road, Shenzhen, Guangdong, P.R.China
Zip code                 518001
Company website          http://www.sfjt.com.cn
Email address            spg@163.net

II Contact Information

                                                   Board Secretary               Securities Representative
Name                                     Tang Xiaoping                     Luo Yi
                                         47/F, SPG Plaza, Renmin South 47/F, SPG Plaza, Renmin South
Address                                  Road,     Shenzhen,    Guangdong, Road,     Shenzhen,     Guangdong,
                                         P.R.China                         P.R.China
Tel.                                     (86 755)82293000-4638           (86 755)82293000-4715
Fax                                      (86 755)82294024                (86 755)82294024
Email address                            tangxiaoping0086@126.com          spg@163.net

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

Newspapers designated by the Company for Domestic: Securities Times and China Securities Journal
information disclosure                     Overseas: Ta Kung Pao (HK)
Website designated by CSRC for publication
                                           http://www.cninfo.com.cn
of this Report
                                           47/F, SPG Plaza, 3005 Renmin South Road, Luohu District,
Place where this Report is lodged
                                           Shenzhen, Guangdong, P.R.China

IV Change to Company Registered Information

Unified social credit code          91440300192179585N
Change to principal activity of the
                                    No change
Company since going public (if any)
                                    On 24 March 1999, the controlling shareholder was changed from
Every change of controlling
                                    Shenzhen Investment Management Co., Ltd. to Shenzhen Construction
shareholder since incorporation (if
                                    Investment Holdings Co., Ltd. And on 14 February 2006, it was changed
any)
                                    to Shenzhen Investment Holdings Co., Ltd.

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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                       Annual Report 2018


V Other Information

The independent audit firm hired by the Company:
Name                           Ruihua Certified Public Accountants LLP
                               9 F, West Tower, China Overseas Property Plaza, Building No. 7, Compound No.
Office address
                               8, Xi Binhe Road, Yong Ding Men, Dong Cheng District, Beijing, China
Accountants writing
                               Cai Xiaodong, Wang Huansen
signatures
The independent sponsor hired by the Company to exercise constant supervision over the Company in the

Reporting Period:
□ Applicable √ Not applicable
The independent financial advisor hired by the Company to exercise constant supervision over the Company in

the Reporting Period:
□ Applicable √ Not applicable

VI Key Financial Information

Indicate by tick mark whether there is any retrospectively restated datum in the table below.
□ Yes √ No
                                                                                 2018-over-2017
                                          2018                   2017                                   2016
                                                                                   change (%)
Operating revenue (RMB)              2,175,187,242.60      1,345,912,605.09               61.61%   2,352,023,528.43
Net profit attributable to the
listed company’s shareholders         503,498,831.60        184,988,512.42             172.18%      311,567,386.94
(RMB)
Net profit attributable to the
listed company’s shareholders
                                       490,490,702.80        181,588,638.91             170.11%      303,613,457.72
before exceptional items
(RMB)
Net cash generated from/used
                                     1,062,567,405.59         -17,801,139.64          6,069.10%      526,691,326.20
in operating activities (RMB)
Basic earnings per share
                                                 0.4977                 0.1829          172.12%                0.3080
(RMB/share)
Diluted earnings per share
                                                 0.4977                 0.1829          172.12%                0.3080
(RMB/share)
Weighted average return on
                                               16.35%                   6.76%             9.59%              12.53%
equity (%)
                                                                        Change of 31
                                                                       December 2018
                                  31 December 2018 31 December 2017                    31 December 2016
                                                                      over 31 December
                                                                          2017 (%)
Total assets (RMB)                  4,665,891,514.25 3,989,263,981.96           16.96% 3,785,600,783.23
Equity attributable to the
listed company’s shareholders       3,332,259,641.39      2,828,242,120.98              17.82%    2,643,860,443.09
(RMB)




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                        Annual Report 2018


VII Accounting Data Differences under China’s Accounting Standards for Business
Enterprises (CAS) and International Financial Reporting Standards (IFRS) and Foreign
Accounting Standards

1. Net Profit and Equity under CAS and IFRS

√ Applicable □ Not applicable

                                                                                                            Unit: RMB
                                  Net profit attributable to the listed         Equity attributable to the listed
                                       company’s shareholders                     company’s shareholders
                                    2018                     2017             Ending amount      Beginning amount
Under CAS                         503,498,831.60           184,988,512.42     3,332,259,641.39 2,828,242,120.98
Adjusted as per IFRS
Under IFRS                        503,498,831.60            184,988,512.42    3,332,259,641.39      2,828,242,120.98

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

□ Applicable √ Not applicable

No difference for the Reporting Period.

3. Reasons for Accounting Data Differences Above

□ Applicable √ Not applicable

VIII Key Financial Information by Quarter

                                                                                                           Unit: RMB
                                          Q1                     Q2                   Q3                  Q4
Operating revenue                      149,537,691.65      1,168,003,939.70       282,588,259.93      575,057,351.32
Net profit attributable to the
                                         -5,982,684.72       335,048,769.25        44,934,281.00      129,498,466.07
listed company’s shareholders
Net profit attributable to the
listed company’s shareholders           -6,292,418.64       335,436,291.74        44,760,056.43      116,586,773.27
before exceptional items
Net cash generated from/used
                                       205,338,536.04        389,389,593.63        70,070,302.04      397,768,973.88
in operating activities
Indicate by tick mark whether any of the quarterly financial data in the table above or their summations differs

materially from what have been disclosed in the Company’s quarterly or interim reports.

□ Yes √ No

IX Exceptional Gains and Losses
√ Applicable □ Not applicable
                                                                                                          Unit: RMB
              Item                               2018                2017             2016               Note
Gain or loss on disposal                of
                                                  -69,739.73       4,261,370.46      -301,584.30
non-current assets (inclusive           of

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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                     Annual Report 2018


impairment allowance write-offs)
Government subsidies charged to
current profit or loss (exclusive of
government subsidies given in the                                                                 Subsidy for
Company’s ordinary course of                      10,243.00           59,611.09                  keeping steady
business at fixed quotas or amounts as                                                            jobs for employees
per the government’s uniform
standards)
                                                                                                  Gain on
Gain or loss on assets entrusted to
                                                                                                  investments in
other entities for investment or              16,347,157.53
                                                                                                  bank’s structured
management
                                                                                                  deposits
Gain or loss on contingencies that do
not arise in the Company’s ordinary                                               5,393,358.79
course of business
Reversed portion of impairment
allowance for accounts receivable
                                                                                   4,800,000.00
which are tested individually for
impairment
Non-operating income and expense
                                                 891,652.84          212,183.13     713,464.47
other than the above
Less: Income tax effects                       4,171,184.84        1,133,291.17    2,651,309.74
Total                                         13,008,128.80        3,399,873.51    7,953,929.22            --
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.




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                       Annual Report 2018




                                     Part III Business Summary

I Principal Activity of the Company in the Reporting Period

Is the Company subject to any industry-specific disclosure requirements?

Yes, because the Company engages in real estate.
2018 saw a complicated and harsh international economic environment, as well as a domestic
economy under greater downward pressure. The Chinese government adhered to the principle of
“housing is for living in, not for speculation”, and kept a consistent and stable policy for real estate
regulation, bringing the real estate market back to rationality gradually. Focused on residential
property development, the Company has been seeing increasing brand effects with great effort spent
on project quality and progress, as well as on premium projects. With real estate, the core business,
accounting for a much larger share in the Company’s operating revenue, its operating performance
hit a record high.
In Shenzhen, the Cuilinyuan project was completed and accepted in May 2018; the Chuanqi
Jingyuan project was completed and accepted in April 2018, with fine decoration all finished; and
the Chuanqi Donghu Mingyuan project was topped out. In Shantou, the Tianyuewan Phase I project
saw the completion of its landscape upgrade and the second phase has started construction in
November 2018. Up to the end of the Reporting Period, approximately 86%, 15% and 30%,
respectively, of the residential units of the Cuilinyuan project, the Chuanqi Jingyuan project and the
Tianyuewan Phase I project have been sold.

II Significant Changes in Major Assets

1. Significant Changes in Major Assets


            Major assets                                      Main reason for significant changes

                                       The ending amount was down by RMB17,327,554.41 (or 57.97%) from the
Equity assets                          beginning amount, primarily driven by the allowance for impairment of
                                       long-term equity investments.
                                       The ending amount was down by RMB4,011,670.19 (or 10.57%) from the
Fixed assets
                                       beginning amount, primarily driven by the depreciation allowance.
                                       The ending amount was down by RMB55,200.00 (or 100%) from the
Intangible assets                      beginning amount, primarily driven by the end of the five-year amortization
                                       of Kingdee’s financial software.
Construction in progress               No significant change
                                       The ending amount was up by RMB841,443,345.64 (or 69.71%) from the
Monetary capital
                                       beginning amount, primarily driven by the inflow of house payments.
                                       The ending amount was down by RMB109,586,451.40 (or 76.63%) from
Notes and accounts receivable          the beginning amount, primarily driven by the recovery of house mortgages
                                       and construction payments.
                                       The ending amount was down by RMB1,862,599.63 (or 30.84%) from the
Prepayments                            beginning amount, primarily driven by a smaller amount of prepayments for
                                       construction.


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.              Annual Report 2018


                                       The ending amount was up by RMB107,053,693.61 (or 225.42%) from the
Deferred income tax assets
                                       beginning amount, primarily driven by the provision for land VAT.

2. Major Assets Overseas

□ Applicable √ Not applicable

III Core Competitiveness Analysis

Is the Company subject to any industry-specific disclosure requirements?

Yes, because the Company engages in real estate.
As one of the earliest real estate listed companies in Shenzhen, the Company has a history over 30
years in real estate development in Shenzhen and rich experience in the main business of real estate
development. In recent years, thanks to the experience learned from the Shenzhen-located
Chuanqishan project, Chuanqi Shanglin project, Chuanqi Jingyuan project and Chuanqi Donghu
Mingyuan project, as well as from the Shantou-located projects, the Company accelerates the
establishment of a modern enterprise HR management system and works hard in building a
professional and high-quality development team. It also keeps improving the management
mechanism and processes for project development. As a result, the professionalism and
management capability of the Company have improved significantly; planning, construction, cost
control, marketing capability and brand image have been effectively enhanced; and the operational
capability in the main business of real estate keeps increasing, along with the core competitiveness.
As of the Reporting Period (inclusive), the Company has been honored jointly by the Guangdong
Provincial Enterprise Confederation and the Guangdong Provincial Association of Entrepreneurs as
a “Most Honest Enterprise in Guangdong Province” for seven years in a row. During the Reporting
Period, the Company also won accolades from the Shenzhen Real Estate Association, including the
“Real Estate Developer in Shenzhen with the Highest Brand Value” and the “Honest (Quality) Real
Estate Developer in Shenzhen”.




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.         Annual Report 2018




         Part IV Operating Performance Discussion and Analysis

I Overview

For 2018, the Company recorded operating revenue of RMB2,175 million, up 61.61% year-on-year;
a profit before tax of RMB683 million, up 179.76% year-on-year; and a net profit attributable to the
listed company’s shareholders of RMB503 million, up 172.18% year-on-year. As at 31 December
2018, equity attributable to the listed company’s shareholders amounted to RMB3,332 million, up
17.82% year-on-year; and the debt/asset ratio was 31.40%, down by 0.92 percentage point
year-on-year.
Review of Operation and Management in 2018
In 2018, the international economic environment was complicated and grim, and the downward
pressure on the domestic economy increased. Real estate regulation and control sticks to the
position of "Houses are for living in, not for speculating on", maintains the continuity and stability
of regulation and control policies, and the real estate market tends to be rational. The Company has
made concerted efforts from top to bottom to overcome difficulties and comprehensively pushed
forward all aspects of the Company's development and reform. Its operating performance has
reached a record high. The reorganization of assets has been carried out in compliance with
regulations and the Party construction has achieved remarkable results. The main work was as
follows:
1. The development of the main business was smooth. The Company paid attention to improving
the management and control ability of project development, further strengthening design
management, project management and cost control, paying attention to safe production
management, timely finding and coordinating to solve the problems encountered in the project
development process, and basically realizing the target plan for the main project development
progress. The Cuilinyuan project in Shenzhen was completed and accepted in May 2018. The
Chuanqi Jingyuan project was completed and accepted in April 2018, and the fine decoration
project has also been completed. The Chuanqi Donghu Mingyuan Project was capped in
September 2018. Shantou Tianyuewan Phase I Project has completed the landscape upgrading and
renovation project, and Phase II project was started in November 2018.
(1) The Company’s main real estate projects under construction and available for sale during the
Reporting Period included the Shenzhen-based Cuilinyuan, Chuanqi Jingyuan, and Chuanqi Donghu
Mingyuan projects, as well as the Shantou-located Tianyuewan project, etc., and the Company's
real estate projects do not involve primary land development. Details as follows:




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        ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                            Annual Report 2018



                                               The                                              Expected
                                              Comp             Floor area           Completed     total    Accumulated
                        Locat                        Site area
               Project         Usage Status any’s         2    with plot           floor area investment investment
                         ion                           (m )
                                              intere           ratio (m2)              (m2)    (RMB’0,000 (RMB’0,000)
                                                st                                                  )
                                     Availab
                        Shenz Reside
             Cuilinyuan                le for 100% 16,424.29 60,111.42                 60,111.42         57,000        48,667
                         hen ntial
                                        sale
                                     Availab
               Chuanqi Shenz
                               Rental le for    49% 4,243.34 43,156.44                 43,156.44         24,865        19,792
              Jingyuan   hen
                                        sale
               Chuanqi               Availab
                        Shenz Reside
               Donghu                  le for 100% 5,889.70 45,043.72                                    51,000        30,927
                         hen ntial
              Mingyuan                  sale
                                     Availab
             Tianyuewan Shant Reside
                                       le for 100% 31,167.50 153,470.40              153,470.40          79,801        65,756
               Phase I    ou ntial
                                        sale
                                      Under
             Tianyuewan Shant Reside
                                      constru 100% 33,361.70 127,769.60                          0       65,485        17,822
               Phase II   ou ntial
                                       ction
                         Total                       91,086.53 429,551.58            256,846.37 278,151.00        182,964.00
        (2) Land bank for future development by the end of the Reporting Period:
                 Project             Location                Land area (m2)                   Floor area with plot ratio (m2)
         Xinfeng Building           Shantou                                           5,920                            26,640
         Total                                                                        5,920                            26,640
        2. Real estate sales are progressing steadily. The Company pays close attention to market changes
        and policy trends all the time. Combining with the regional market conditions and project
        characteristics of the projects under sale, the Company formulated different sales promotion plans,
        selected new media promotion channels, and achieved good results. The proportion of real estate
        main business income in annual operating income was greatly increased. The project of Cuilinyuan
        and Chuanqi Jingyuan in Shenzhen achieved contract sales of more than 1.1 billion yuan in the
        whole year. The sales situation of Shantou project has improved somewhat, and further sales
        promotion efforts are still needed in the future.
        (1) The sales of the Company's real estate projects during the Reporting Period are as follows:


                                                The             Sellable area at
                                                                                 Actual area sold Settlement
             Project              Usage      Company’ Location the beginning
                                                                                  this year (m2)   area (m2)
                                             s interest         of the year (m2)


Cuilinyuan
                               Residential        100% Shenzhen                      37,290              24,557      40,881

Chuanqi Jingyuan
                               Rental              49% Shenzhen                      21,093               3,082        2,375

Chuanqi Donghu Mingyuan
                               Residential        100% Shenzhen                      32,857                  95
Tianyuewan Phase I
                               Residential        100%     Shantou                  142,017              19,932        7,247



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         ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                         Annual Report 2018


Yuejing Dongfang Remaining
Building                   Residential             100%     Shantou                    1,008                64             785

Jinyedao Remaining Building Residential            100%     Shantou                    3,486                78           1,100
                                Total                                                237,751            47,808          52,388

         (2) Sales of the Company's major real estate projects during the reporting period
                                                                                                                     Unit: RMB’0,000

                                                                                               Gross operating          Gross profit
                                   Location Operating revenue              Cost of sales
                                                                                                   profit               margin (%)
             Cuilinyuan            Shenzhen                   138,284                 39,040             99,244                  71.77%
          Chuanqi Jingyuan         Shenzhen                    15,879                  2,227             13,652                  85.98%
          Chuanqi Donghu           Shenzhen
            Mingyuan                                                 0                     0                     0

         Tianyuewan Phase I         Shantou                     3,900                  3,176                724                  18.54%
          Yuejing Dongfang          Shantou
         Remaining Building                                       663                   524                 139                  21.04%

         Jinyedao Remaining         Shantou
              Building                                            821                   391                 430                  52.37%

                        Total                                 159,547                 45,358            114,189                  71.57%
         3. We improved management, operation and quality. And the Company standardized corporate
         governance, continuously improved the system and orderly carried out internal control work. The
         development project strengthened the fine management of dynamic cost and realized the
         controllability of the whole process. We strengthened financial management, sped up the return
         of sales funds, and strove to improve capital efficiency through bank structured deposits,
         negotiated deposits, etc. We paid close attention to the budget management, six key monitoring
         costs were controlled within the budget, down 2.05% year on year; Rental of properties increased
         by 6% year-on-year through comprehensive measures such as expanding the market outside and
         strengthening services inside. New progress had been made in dealing with problems left over
         from history, with over RMB9 million yuan in unpaid rent and property management fees
         recovered. All affiliated enterprises strove to open up markets, paid close attention to operation,
         strengthened management and improve service, and their profit level had basically stabilized and
         increased.
         (1) During the reporting period, the Company's major properties were leased as follows:
                                                                                                                             Unit: ㎡
                                                                                                                            The
         Locatio                            Rentable        Leased         Occupanc                      Land
                      Building name                                                         Usage                        Company’s
           n                                  area           area             y                        ownership
                                                                                                                          interest
         Shenzhe     Real Estate                                                           Commerci       The
                                                                               100%                                              100%
            n        Building                 3,413.88      3,413.88                          al        Company
         Shenzhe     North Block of                                            100%        Commerci       The                    100%


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                            Annual Report 2018


    n       Guoshang                 4,819.71      4,819.71                          al           Company
            Mansion
Shenzhe                                                                           Commerci          The
            Haiyan Building                                           100%                                            100%
   n                               22,475.47      22,475.47                           al          Company
                                                                                    Office          The
            Shenfang Square                       51,833.48         87.17%                                            100%
                                   59,462.52                                       building       Company
Shenzhe
            The Skirt
   n                                                                              Commerci          The
            Building of                                               100%                                            100%
                                   21,456.72      21,456.72                          al           Company
            Shenfang Square
Shenzhe                                                                           Commerci          The
            Wenjin Huayuan                         3,531.60           100%                                            100%
   n                                 3,531.60                                        al           Company
                                                  107,530.8
            Total                  115,159.9
                                                          6
       (2) Financing in the Reporting Period

                                                  Amount (RMB’0,000)
  N      Financing       Loan       Curre                      Remaining                                Interest rate
                                                                                          Usage
  o.      category       term        ncy         Total         principal at                              range (%)
                                                amount        the end of the
                                                                   year
                                                                                                             Benchmark
                                                                                      Short-term
   1      Bank loan        1year     RMB              200                   200                        interest rates rose
                                                                                        credit
                                                                                                                     30%
          Total                      RMB              200                   200
4. Promoting compliance in asset restructuring. Since the shares of the company were suspended
from trading on September 14, 2016, the Cooperation Agreement on Reorganization and Listing
was signed with all parties involved in the reorganization on October 3, 2016. During the Reporting
Period, the Company's shares were suspended from trading, and the Company, together with all
parties involved in this major asset restructuring, actively promoted all aspects of the major asset
restructuring. On the basis of strict compliance with regulatory discipline and the principle of trust
and trust, the Company actively and properly handled investor relations, seriously responded to
investor questions within the stipulated time, patiently and carefully explained and appeased
investor calls and visits, and had won the understanding and support of the vast majority of
investors. In order to ensure the compliance of the Company's reorganization process, the
company signed “Supplementary Agreement III to the Cooperation Agreement on Reorganization
and Listing" and "Supplementary Agreement IV to the Cooperation Agreement on Reorganization
and Listing" with the reorganization parties on June 13, 2018 and December 28, 2018 respectively.
Relevant announcements had been disclosed in the company's designated media. During the
reporting period, the company strictly performed its information disclosure obligations in
accordance with the regulatory rules, disclosed the reorganization progress at least once every
five trading days, handled the renewal of the license in a timely manner and disclosed relevant
reorganization information.
5. Significant achievements have been made in Party building. The Company's Party Committee
has thoroughly implemented the "Four Projects" of Party building, vigorously promoted the


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.              Annual Report 2018


construction of leading groups at all levels, built learning-type Party organizations, played the
leading role of Party organizations and the role of fighting fortresses, and continuously improved
the quality and effectiveness of the work of grass-roots Party organizations. The innovation of
"secretary project" and the implementation of "state-owned enterprise party building to help
communities" have been affirmed by municipal and district organizations. Party conduct and clean
government education should be integrated into enterprise management activities, and clean
government education should be carried out persistently. The Company played the role of mass
organizations, actively carried out various corporate cultural activities, and constantly enhanced
the cohesion of enterprises.
6. Ensuring safety in production unremittingly. In accordance with the requirements of the safety
production responsibility system of "Party and government have the same responsibility, one post
and two responsibilities, joint management, dereliction of duty and responsibility", the Company
insisted on paying equal attention to risk control and hidden danger investigation and
management, and carried out in-depth monthly safety production activities. Through irregular
inspections and routine inspections before holidays, the Company thoroughly examined potential
safety hazards, strived to create a safe production environment, and ensured the smooth
realization of the safety production objectives throughout the year.
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.

II Core Business Analysis

1. Overview

See “I Overview” above.

2. Revenue and Cost Analysis

(1) Breakdown of Operating Revenue

                                                                                                  Unit: RMB
                                      2018                                  2017
                                       As % of total                      As % of total
                         Operating                        Operating                         Change (%)
                                     operating revenue                  operating revenue
                          revenue                          revenue
                                            (%)                                (%)
Total               2,175,187,242.60              100% 1,345,912,605.09              100%           61.61%
By operating division
Real estate         1,595,473,065.40           73.35% 606,590,040.49              45.07%           163.02%
Engineering
                      370,298,109.36           17.02% 525,486,669.06              39.04%           -29.53%
construction
Rental services       160,011,318.50             7.36%    65,040,795.43             4.83%          146.02%
Property
                       78,128,484.68             3.59% 151,384,222.02              11.25%          -48.39%
management
Other                  25,329,926.73             1.16%    32,833,625.17             2.44%          -22.85%

                                                             15
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                    Annual Report 2018


Eliminated
internal
                     -54,053,662.07                  -2.49%       -35,422,747.08         -2.63%          -52.60%
transactions and
accounts
By product category
Residential
                  1,435,068,125.37                   65.97%       540,387,150.04        40.15%           165.56%
houses
Shops and
                       1,614,094.30                   0.07%        66,202,890.45         4.92%           -97.56%
carports
Apartment            158,790,845.73                   7.30%
Total of other
                     633,767,839.27                  29.14%       774,745,311.68        57.56%           -18.20%
industry products
Eliminated
internal
                     -54,053,662.07                  -2.49%       -35,422,747.08         -2.63%          -52.60%
transactions and
accounts
By operating segment
Guangdong
                   2,142,575,113.69                  98.50% 1,307,068,941.16            97.11%            63.92%
Province
Other regions in
                      86,071,887.30                   3.96%        73,657,278.57         5.47%            16.85%
China
Overseas                 593,903.68                   0.03%           609,132.44         0.05%             -2.50%
Eliminated
internal
                     -54,053,662.07                  -2.49%       -35,422,747.08         -2.63%          -52.60%
transactions and
accounts

(2) Operating Division, Product Category or Operating Segment Contributing over 10% of Operating
Revenue or Operating Profit


√ Applicable □ Not applicable
Is the Company subject to any disclosure requirements for special industries?
Yes
Real estate
                                                                                                       Unit: RMB
                                                                       YoY change in YoY change in YoY change in
                     Operating                         Gross profit
                                     Cost of sales                        operating   cost of sales gross profit
                      revenue                            margin
                                                                        revenue (%)       (%)       margin (%)
By operating division
                1,595,473,065.       445,500,004.8
Real estate                                                   72.08%        163.02%       50.90%          20.75%
                            40                   5
Engineering      370,298,109.3       358,335,541.2
                                                               3.23%         -29.53%      -30.07%          0.74%
construction                 6                   0
By product category
Residential     1,435,068,125.       422,440,982.7
                                                              70.56%        165.56%       58.07%          20.02%
houses                      37                   4
Shops and
                  1,614,094.30          790,606.45            51.02%         -97.56%      -97.17%          -6.72%
carports
                 158,790,845.7
Apartment                            22,268,415.66            85.98%
                             3
By operating segment
Guangdong       2,142,575,113.       915,381,177.1
                                                              57.28%         63.92%        2.51%          25.60%
Province                    69                   3

                                                             16
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Annual Report 2018



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
                           Item             Unit               2018                2017              Change (%)
      division
     Real estate    Unit sales                                     125,008               95,660              30.68%
    development Output                                               73,927              52,524              40.75%
   (RMB’0,000) Inventory                                          176,408             172,413                2.32%
Any over 30% YoY movements in the data above and why:
√ Applicable □ Not applicable
Unit sales increased 30.68% from the year earlier mainly due to the increase of the sales of real estate; output
increased 40.75% year on year mainly due to the increase of completions of real estate.

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

□ Applicable √ Not applicable

(5) Breakdown of Cost of Sales

By operating division
By operating division
                                                                                                          Unit: RMB
                                                 2018                               2017
   Operating                                        As % of total                      As % of total
                        Item                                                                         Change (%)
    division                         Cost of sales cost of sales        Cost of sales cost of sales
                                                        (%)                                (%)
                                     445,500,004.8                      295,237,720.3
Real estate                                               47.48%                             30.63%       16.85%
                                                  5                                  4
Engineering                          358,335,541.2                      512,422,101.8
                                                          38.19%                             53.16%      -14.97%
construction                                      0                                  2
                                     141,533,608.1
Rental services                                           15.08%        25,182,070.35        2.61%          12.47%
                                                  5
Property                                                             135,132,080.7
                                     33,072,276.63             3.52%                        14.02%         -10.49%
management                                                                       7
Other                                19,705,354.72             2.10% 25,829,143.23           2.68%           -0.58%
Eliminated
internal
                                    -59,760,772.46            -6.37% -29,885,883.52         -3.10%           -3.27%
transactions
and accounts
Note

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

□ Yes √ No



                                                             17
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                       Annual Report 2018


(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)                                                               74,975,136.64
Total sales to top five customers as % of total
                                                                                                              6.00%
sales of the Reporting Period (%)
Total sales to related parties among top five
customers as % of total sales of the Reporting                                                                0.00%
Period (%)
Information about top five customers:
                                              Sales revenue contributed
   No.                    Customer              for the Reporting Period           As % of total sales revenue (%)
                                                         (RMB)
1          Legal person A                                  21,882,939.91                                      1.75%
2          Legal person B                                  16,439,115.69                                      1.32%
3          Legal person C                                  12,787,744.92                                      1.02%
4          Legal person D                                  12,182,133.01                                      0.97%
5          Legal person E                                  11,683,203.11                                      0.93%
Total                        --                            74,975,136.64                                      6.00%
Other information about major customers:

□ Applicable √ Not applicable
Major suppliers:
Total purchases from top five suppliers (RMB)                                                         87,215,434.48
Total purchases from top five suppliers as % of
                                                                                                             23.66%
total purchases of the Reporting Period (%)
Total purchases from related parties among top
five suppliers as % of total purchases of the                                                                 6.81%
Reporting Period (%)
Information about top five suppliers:
                                              Purchase in the Reporting
    No.                   Supplier                                                   As % of total purchases (%)
                                                   Period (RMB)
1          Legal person A                                 25,113,981.01                                       6.81%
2          Legal person B                                 21,464,656.54                                       5.82%
3          Legal person C                                 16,179,200.60                                       4.39%
4          Legal person D                                 12,514,340.45                                       3.40%
5          Legal person E                                 11,943,255.88                                       3.24%
Total                        --                           87,215,434.48                                      23.66%
Other information about major suppliers:
□ Applicable √ Not applicable

3. Expense

                                                                                                            Unit: RMB
                                2018                 2017             Change (%) Reason for any significant change
Selling expense               52,562,980.22        34,490,583.68           52.40% Increase of referral fee and


                                                             18
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                           Annual Report 2018


                                                                                      commission of the sales of
                                                                                      Cuilinyuan in the Reporting
                                                                                      Period
                                                                                      The expensing of labor costs for
Administrative
                              74,029,840.44        49,512,042.67               49.52% related engineering development
expense
                                                                                      when the project was completed.
                                                                                      The decrease of interest expense
                                                                                      for returning the borrowings, and
Finance costs                -17,235,722.16        -8,628,098.75               99.76%
                                                                                      the increase of interest income of
                                                                                      fixed deposits

4. R&D Expense

□ Applicable √ Not applicable

5. Cash Flows

                                                                                                             Unit: RMB
             Item                          2018                              2017                    Change (%)
Subtotal of cash generated
                                          2,274,046,624.46                  1,455,861,556.49                     56.20%
from operating activities
Subtotal of cash used in
                                          1,211,479,218.87                  1,473,662,696.13                    -17.79%
operating activities
Net       cash     generated
from/used in operating                    1,062,567,405.59                    -17,801,139.64                  6,069.10%
activities
Subtotal of cash generated
                                            614,891,757.53                      6,374,120.59                  9,546.69%
from investing activities
Subtotal of cash used in
                                          1,500,629,839.43                          817,310.10             183,505.93%
investing activities
Net       cash     generated
from/used in investing                     -885,738,081.90                      5,556,810.49                -16,039.68%
activities
Subtotal of cash generated
                                              17,550,137.29                   20,900,000.00                     -16.03%
from financing activities
Subtotal of cash used in
                                            253,025,175.24                    67,020,933.68                     277.53%
financing activities
Net       cash     generated
from/used in financing                     -235,475,037.95                    -46,120,933.68                   -410.56%
activities
Net increase in cash and
                                             -58,266,620.53                   -58,978,234.11                      1.21%
cash equivalents
Explanation of why any of the data above varies significantly:
√ Applicable □ Not applicable
The subtotal of cash generated from operating activities in 2018 showed a year-on-year increase of 56.20%,
mainly caused by the increase of the houses selling amount received from selling products and providing the labor
services of 2018
The subtotal of cash used in operating activities in 2018 showed a year-on-year decrease of 17.79%, mainly due to
the decrease of the engineering amount paid for purchasing the goods and accepting the labor services, as well as
the decrease of tax payments.
The subtotal of cash generated by investing activities in 2018 showed a year-on-year increase of 9546.69%,


                                                             19
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Annual Report 2018


mainly because of recovering the bank structural deposits of RMB0.6 billion in2018.
The subtotal of cash used in investing activities in 2018 showed a year-on-year increase of 183505.93%, mainly
because the Company invested to buy bank structural deposits of RMB1.5 billion in 2018.
The subtotal of cash generated by financing activities in 2018 showed a year-on-year decrease of 16.03%, mainly
because of the decrease of newly added financing in 2018.
The subtotal of cash used in financing activities in 2018 showed a year-on-year decrease of 410.56%, mainly
because the Company returned the long-term bank loans.
Reason for any big difference between the net operating cash flow and the net profit for this Reporting Period
√ Applicable □ Not applicable
Mainly due to the time difference between the sales of real estate and carryforward

III Analysis of Non-Core Businesses

□ Applicable √ Not applicable

IV Analysis of Assets and Liabilities

1. Significant Changes in Asset Composition

                                                                                                          Unit: RMB
                     31 December 2018             31 December 2017       Change
                                                                            in
                                    As % of                   As % of             Reason for any significant change
                    Amount                       Amount                  percenta
                                  total assets              total assets
                                                                          ge (%)
Monetary          2,048,522,43                 1,207,079,09                       Withdrawal of money from
                                      43.90%                    30.26% 13.64%
capital                   5.93                         0.29                       selling
Accounts          33,426,991.6                 137,092,156.
                                        0.72%                     3.44% -2.72% Withdrawal of mortgage payment
receivable                   5                           05
                  1,685,152,05                 1,764,086,64
Inventories                           36.12%                    44.22% -8.10%
                          1.26                         3.94
Investment        623,930,838.                 647,297,124.
                                      13.37%                    16.23% -2.86%
property                    15                           04
Long-term
                  12,561,107.2                 29,888,661.6
equity                                 0.27%                        0.75% -0.48% Provision for impairment
                             4                            5
investments
                  33,926,198.5                 37,937,868.7
Fixed assets                           0.73%                        0.95% -0.22%
                             2                            1
Construction in
                                                                            0.00%
progress
Short-term      17,260,103.4                 104,207,653.
                                       0.37%                        2.61% -2.24% Returning borrowings
borrowings                 6                          64
Long-term                                    82,000,000.0
                                       0.00%                        2.06% -2.06% Returning borrowings
borrowings                                              0
Advances from 156,426,152.                   332,152,016.
                                       3.35%                        8.33% -4.98% Carryforward of real estate
customers                86                           54
                300,547,372.                 86,153,526.8
Taxes payable                          6.44%                        2.16%   4.28% Provisions for VAT of land
                         98                             9
Current portion
                                               64,000,000.0
of non-current                         0.00%                        1.60% -1.60% Returning borrowings
                                                          0
liabilities


                                                             20
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                    Annual Report 2018


2. Assets and Liabilities at Fair Value

□ Applicable √ Not applicable

3. Restricted Asset Rights as at the Period-End

              Item                           Ending carrying value                        Reasons
Monetary capital                                         900,000,000.00 For details, see Note VII. 1
Accounts receivable                                       15,260,103.46 Pledge for short-term borrowings
              Total                                      915,260,103.46

V Investments Made

1. Total Investment Amount

□ Applicable √ Not applicable

2. Major Equity Investments Made in the Reporting Period

□ Applicable √ Not applicable

3. Major Non-Equity Investments Ongoing in the Reporting Period

□ Applicable √ Not applicable

4. Financial Investments

(1) Securities Investments

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

(2) Investments in Derivative Financial Instruments

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

5. Use of Funds Raised

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




                                                             21
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                   Annual Report 2018


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

              Relationship Principal
                                            Registered                         Operating Operating
   Name         with the    activity                   Total assets Net assets                        Net profit
                                             capital                            revenue   profit
               Company
Shenzhen
SPG                          Real estate
                                         30,000,000 1,258,353, 562,936,37 1,383,694, 596,163,16 447,485,40
Longgang Subsidiary          developme
                                         .00           470.92        1.78    480.25        9.57       9.32
Developme                    nt
nt Co., Ltd.
Shantou
SEZ,
Wellam
                             Real estate
FTY,                                     91,226,120 216,137,47 123,606,09 14,848,017 -1,644,353. -1,765,751.
             Subsidiary      developme
Building                                 .44              7.89       5.16         .43        31          87
                             nt
Developme
nt,     Co.,
Ltd.
Shantou
Huafeng                      Real estate
                                         80,000,000 898,199,06 31,712,271 38,995,174 -44,806,53 -34,756,59
Real Estate Subsidiary       developme
                                         .00              8.87         .38        .61      9.62       4.04
Developme                    nt
nt Co., Ltd.
Great Wall                   Real estate
                                            2,051,146. 19,333,629 -87,221,77            -184,610.6 -184,610.6
Estate Co., Subsidiary       developme                                       593,903.68
                                            00                 .61      1.62                     1          1
Inc. (U.S.)                  nt
Shenzhen                     Installation
Zhentong                     and            10,000,000 134,715,39 27,128,607 371,218,70 3,817,921. 3,198,777.
             Subsidiary
Engineerin                   maintenanc     .00              8.76         .39      0.31        95         39
g Co., Ltd.                  e
Shenzhen
                             Property
Property                              7,250,000.         111,498,07 26,495,320 154,120,15 4,882,756. 3,685,341.
             Subsidiary      manageme
Manageme                              00                       8.21         .19      2.99        83         73
                             nt
nt Co., Ltd.
Shenzhen Subsidiary          Hotel          30,000,000 46,757,398 41,817,887 25,830,863 1,297,005. 926,541.77


                                                             22
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Annual Report 2018


Petrel                       service       .00                    .42       .36        .75           89
Hotel Co.,
Ltd.
Shenzhen
Huazhan
Constructio                                8,000,000.    9,756,198. 8,820,732. 4,292,953.            3,685,341.
            Subsidiary       Supervisor                                                   277,278.28
n                                          00                   22         96         20                    73
Supervisio
n Co., Ltd.
                           Investment
Xin Feng
                           and                      122,717,69 -449,299,6 6,046,913. -24,069,97 -24,484,21
Enterprise Subsidiary                   502,335.00
                           manageme                        8.39     04.60        48        8.46       5.62
Co., Ltd.
                           nt
Subsidiaries obtained or disposed in the Reporting Period:
□ Applicable √ Not applicable

Information about major majority- and minority-owned subsidiaries:
1. Except the Company, the subordinate subsidiaries engaged in real estate development mainly include:
Shenzhen SPG Longgang Development Co., Ltd., Shantou SEZ, Wellam FTY, Building Development, Co., Ltd.,
Shantou Huafeng Real Estate Development Co., Ltd. The Cuilinyuan project developed by Shenzhen SPG
Longgang Development Co., Ltd. brought forward RMB1.383 billion in 2018, accounting for 87% of the
Company's real estate sector income, 64% of the Company's operating income and 87% of the group's combined
profits. Jinyedao and YuejingDongfang developed by Shantou SEZ, Wellam FTY, Building Development, Co.,
Ltd. were sold in 2018 as remaining buildings. And Shantou Huafeng Real Estate Development Co., Ltd. was
responsible for the development of Tianyuewan project (divided into Phase I and Phase II). Tianyuewan Phase I
was opened for sale in October 2016, and Phase II started construction in November 2018. The sales progress of
the Phase I was relatively slow. The main reasons for the loss in 2018 were: the sales progress was not up to
expectations, and another was due to the payment of interest on internal loans.
2. Shenzhen Zhentong Engineering Co., Ltd. was engaged in the business of building installation and maintenance
with the 2018 operating revenues of RMB371.22 million and of 17% to the operating revenues of the Company.
3. Shenzhen Property Management Co., Ltd was engaged in the industry of property management, and the
business was steady. The 2018 operating revenues was of RMB154.12 million that was of 7% to the operating
revenues of the Company.
4. The 2018 net profits of Xin Feng Enterprise Co., Ltd. was of RMB-24.48 million which mainly due to the
changes of exchange rate and the provision made for impairment of long-term equity investment of RMB17.27
million.

VIII Structured Bodies Controlled by the Company

□ Applicable √ Not applicable


IX Prospects

Looking forward to 2019, the world economy will continue to slow down and China's economy will face new
downward pressure. However, the government has taken a series of measures to stimulate market vitality and the
domestic economic operation will remain within a reasonable range. The national real estate regulation and
control still adheres to the position of "Houses are for living in, not for speculating on", and the city government's


                                                             23
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Annual Report 2018


responsibilities of stabilizing land price, housing price and expectation are implemented through city policies and
classified guidance, so as to improve the housing market and security system. With the promulgation of the
Outline Development Plan for the Guangdong-Hong Kong-Macao Greater Bay Area and the accelerated
development of the Shenzhen-Shantou Cooperation Zone, Shenzhen's urban attraction has increased and it is
expected that Shenzhen's residential market will continue to develop steadily.
Although the Company's performance hit a new high during the Reporting Period, there are still some problems to
be solved urgently. First, the shortage of land reserves affects the Company's sustainable development. Second,
the professional ability and control level needs to be further improved, and the sense of responsibility needs to be
further strengthened. The company will attach great importance to the above problems and take effective measures
to solve them. The Company insists on seeking progress in stability, strives to be the first, strives to do a good job
in party building, party conduct and clean government building, and enterprise culture building, continues to push
forward major asset restructuring, pays full attention to safe production and operation management, continues to
do a good job in the main business, plans to increase land reserves, strengthens cost control, improves the level of
control, and constantly pushes all work to a higher level.
In 2019, the Company will focus on the following three aspects:
(I) To promote the construction of key projects, to ensure the realization of the annual business objectives. Take
marketing as the center to push forward the construction of the project in an all-round way, and keep the progress,
quality and safety of the construction of the project in good order around the marketing node. Continue to
optimize the control process and system, optimize the organization structure and human resources allocation of
the department; Continue to pay special attention to the construction of talent team, and strive to build a
high-quality, professional management team; Strengthen strategic control, seek to increase land reserves;
Strengthen overall budget management, manage and make good use of funds, and strive to improve the efficiency
of funds; Give full play to the role of the large-scale supervision system, strengthen audit supervision, and ensure
compliance and legality of various business management activities; Attach great importance to safe production,
strengthen the safe production management, implement the safe production responsibility system, avoid the safe
production responsibility accident, create the good condition for the realization year-round management goal;
Business units will further explore the market, strengthen internal management and improve market
competitiveness and efficiency.
(II) To promote major asset restructuring actively. Pay close attention to the trend of the capital market, continue
to push forward major asset restructuring, strengthen communication with regulatory agencies and coordination
with all parties involved in the transaction, effectively complete information disclosure and investor relations
management to maintain a good image of the company in the capital market during major asset restructuring.
(III) To strengthen basic party building and construction of the clean and honest Party. We must deeply study and
implement the Xi Jinping thought on socialism with Chinese characteristics for a new era and the Party’s
nineteenth congress spirits, comprehensively implement the decisions and requirements of the higher authorities,
continue to implement the “four projects”, strengthen the Party committee of the company and the subsidiary
enterprises to organize the primary responsibility for grass-roots party building. We will give full play to the
leading role of the Party committees of state-owned enterprises in guiding the overall situation and ensuring its
implementation. We will continue to enhance the creativity, cohesion and combat effectiveness of the Party
organizations and the sense of honor and belonging of the majority of Party members.




                                                             24
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Annual Report 2018


X Communications with the Investment Community such as Researches, Inquiries and
Interviews

1. During the Reporting Period

√ Applicable □ Not applicable
                                                         Type of communication        Index to main information
           Date              Way of communication
                                                                  party                     communicated
                                                                                 Inquired of the progress of assets
                                                                                 restructuring and the sales of
11 January 2018             By telephone                Individual
                                                                                 project development, and didn’t
                                                                                 offer written materials
                                                                                 Inquired of the progress of assets
                                                                                 restructuring and annual operation
9 February 2018             By telephone                Individual               and expected disclosure time of
                                                                                 annual report, and didn’t offer
                                                                                 written materials
                                                                                 Inquired of the progress of assets
                                                                                 restructuring and fundamentals of
26 March 2018               By telephone                Individual
                                                                                 the Company, and didn’t offer
                                                                                 written materials
                                                                                 Inquired of the progress of assets
                                                                                 restructuring and share trading
12 April 2018               By telephone                Individual
                                                                                 resumption time of the Company,
                                                                                 and didn’t offer written materials
                                                                                 Inquired of the progress of assets
                                                                                 restructuring and share trading
17 May 2018                 By telephone                Individual
                                                                                 resumption time of the Company,
                                                                                 and didn’t offer written materials
                                                                                 Inquired of the progress of assets
                                                                                 restructuring and fundamentals of
14 June 2018                By telephone                Individual
                                                                                 the Company, and didn’t offer
                                                                                 written materials
                                                                                 Inquired of the progress of assets
                                                                                 restructuring and fundamentals of
26 June 2018                By telephone                Individual
                                                                                 the Company, and didn’t offer
                                                                                 written materials
                                                                                 Inquired of the interim operation,
                                                                                 progress of assets restructuring and
11 July 2018                By telephone                Individual               expected share trading resumption
                                                                                 time of the Company, and didn’t
                                                                                 offer written materials
                                                                                 Inquired of the interim operation,
                                                                                 progress of assets restructuring and
12 July 2018                By telephone                Individual               expected share trading resumption
                                                                                 time of the Company, and didn’t
                                                                                 offer written materials
                                                                                 Inquired of the share trading
                                                                                 resumption time of assets
                                                                                 restructuring of the Company, and
31 July 2018                By telephone                Individual
                                                                                 expected disclosure time of interim
                                                                                 report, and didn’t offer written
                                                                                 materials
                                                                                 Inquired of the progress of assets
2 August 2018               By telephone                Individual
                                                                                 restructuring and share trading

                                                             25
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                 Annual Report 2018


                                                                            resumption time of the Company,
                                                                            and expected disclosure time of
                                                                            interim report, and didn’t offer
                                                                            written materials
                                                                            Inquired of the progress of assets
                                                                            restructuring and share trading
9 August 2018               By telephone                Individual
                                                                            resumption time of the Company,
                                                                            and didn’t offer written materials
                                                                            Inquired of the progress of assets
                                                                            restructuring and share trading
21 August 2018              By telephone                Individual
                                                                            resumption time of the Company,
                                                                            and didn’t offer written materials
                                                                            Inquired of the progress of assets
                                                                            restructuring and share trading
22 August 2018              By telephone                Individual
                                                                            resumption time of the Company,
                                                                            and didn’t offer written materials
                                                                            Inquired of the progress of assets
                                                                            restructuring and share trading
17 September 2018           By telephone                Individual
                                                                            resumption time of the Company,
                                                                            and didn’t offer written materials
                                                                            Inquired of the progress of assets
                                                                            restructuring and operation of the
28 September 2018           By telephone                Individual          Company, and expected disclosure
                                                                            time of third quarter report, and
                                                                            didn’t offer written materials
                                                                            Inquired of the progress of assets
                                                                            restructuring and, reasons for
                                                                            delaying share trading resumption,
11 October 2018             By telephone                Individual
                                                                            and expected share trading
                                                                            resumption time and didn’t offer
                                                                            written materials
                                                                            Inquired of the progress of assets
                                                                            restructuring and, reasons for
                                                                            delaying share trading resumption,
25 October 2018             By telephone                Individual
                                                                            and expected share trading
                                                                            resumption time and didn’t offer
                                                                            written materials
                                                                            Inquired of the progress of assets
                                                                            restructuring and, reasons for
                                                                            delaying share trading resumption,
8 November 2018             By telephone                Individual
                                                                            and expected share trading
                                                                            resumption time and didn’t offer
                                                                            written materials
                                                                            Inquired of the progress of assets
                                                                            restructuring and share trading
22 November 2018            By telephone                Individual
                                                                            resumption time of the Company,
                                                                            and didn’t offer written materials
                                                                            Inquired of the progress of assets
                                                                            restructuring and share trading
4 December 2018             By telephone                Individual
                                                                            resumption time of the Company,
                                                                            and didn’t offer written materials
                                                                            Inquired of the progress of assets
                                                                            restructuring and share trading
13 December 2018            By telephone                Individual
                                                                            resumption time of the Company,
                                                                            and didn’t offer written materials
                                                                            Inquired of the progress of assets
26 December 2018            By telephone                Individual
                                                                            restructuring, annual operation,

                                                             26
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                 Annual Report 2018


                                                                            and the sales of project
                                                                            development, and didn’t offer
                                                                            written materials
                                                                            Inquired of the progress of assets
                                                                            restructuring, annual operation,
28 December 2018            By telephone                Individual          and the sales of project
                                                                            development, and didn’t offer
                                                                            written materials
Times of communications                                                                                       24
Number of institutions communicated with                                                                       0
Number of individuals communicated with                                                                       24
Number of other communication parties                                                                          0
Tip-offs or leakages of substantial
supposedly-confidential      information None
during communications




                                                             27
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                    Annual Report 2018




                                       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 distribution of the Company strictly conforms to the regulations of Articles of
Association. The specific cash dividend plan shall be made after being reviewed by Board of
Directors and General Meeting of Shareholders, and independent directors faithfully perform their
duties and play their due role. Because the significant asset restructuring of the Company is still in
the process, no profit distribution or share capital increase from capital reserve would be conducted
in 2017. The retained earnings are used for developing construction in progress and adding new
land reserves if necessary to guarantee the continuous operation and development of the Company.
                                Special statement about the cash dividend policy
                                                          The cash dividend policy of the Company, the
                                                          conditions and procedures for revising Articles of
In compliance with the Company’s Articles of Association are legal and transparent, and the contents
Association and resolution of general meeting             conforms to the relevant laws and regulations and the
                                                          requirements of China Securities Regulatory
                                                          Commission
                                                          The revised dividend standard and ratio is specific and
Specific and clear dividend standard and ratio
                                                          clear
                                                          Relevant decision-making procedure and mechanism is
Complete decision-making procedure and mechanism
                                                          complete
                                                          Independent directors faithfully performed their duties,
Independent directors faithfully performed their duties
                                                          and expressed their independent opinions for cash
and played their due role
                                                          dividend policy of the Company
Non-controlling interests are able to fully express their
opinion and desire and their legal rights and interests Yes
are fully protected
In case of adjusting or changing the cash dividend
policy, the conditions and procedures involved are in Yes
compliance with applicable regulations and transparent
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:
For the year 2016, no profit distribution or share capital increase from capital reserve would be
conducted.
For the year 2017, no profit distribution or share capital increase from capital reserve would be
conducted.
For 2018, based on the total 1,011,660,000 shares of the Company as at 31 December 2018, a cash
dividend of RMB2.00 (tax included) will be distributed to the A-share and B-share holders for every 10 shares
they hold without bonus share (tax included), and no share capital increase from capital reserve would be
conducted.


                                                             28
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                     Annual Report 2018


Cash dividend for ordinary shareholders in the past three years (including the Reporting Period):
                                                                                                         Unit: RMB
                                 Net profit
                                attributable
                                to ordinary
                                                               Cash
                                shareholder                                              Total cash
                    Cash                                   dividends in
                                   s of the                                              dividends
                 dividends                                 other forms
                                    listed     A as % of B               C as % of B     (including D as % of B
    Year            (tax                                     (such as
                                company in         (%)                       (%)           those in     (%)
                 inclusive)                                    share
                                consolidate                                             other forms)
                    (A)                                    repurchase)
                                       d                                                     (D)
                                                                (C)
                                 statements
                                for the year
                                      (B)
                202,332,000.    503,498,831.                                           202,332,000.
2018                                                40.19%          0.00       0.00%                        40.19%
                         00                 60                                                  00
                                184,988,512.
2017                     0.00                        0.00%          0.00       0.00%            0.00         0.00%
                                            42
                                311,567,386.
2016                     0.00                        0.00%          0.00       0.00%            0.00         0.00%
                                            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
Bonus shares for every 10 shares (share)                                                                           0
Dividend for every 10 shares (RMB) (tax
                                                                                                               2.00
inclusive)
Additional shares to be converted from
                                                                                                                   0
capital reserve for every 10 shares (share)
Total shares as the basis for the profit                                                               1,011,660,000
distribution proposal (share)
Cash dividends (RMB) (tax inclusive)                                                                 202,332,000.00
Cash dividends in other forms (such as
                                                                                                                0.00
share repurchase) (RMB)
Total cash dividends (including those in
                                                                                                         202,332,000
other forms) (RMB)
Distributable profit (RMB)                                                                           615,038,028.05
Total cash dividends (including those in
                                               100%
other forms) as % of total profit distribution
                                                Cash dividend policy
Other
         Details about the proposal for profit distribution and converting capital reserve into share capital
The Profit Distribution Plan of 2018 was reviewed and approved by the 44th Meeting of the 7th Board of
Directors held on 28 March 2019, and intended to be submitted to The 2018 Annual General Meeting for review.
based on the total 1,011,660,000 shares of the Company as at 31 December 2018, a cash dividend of RMB2.00

                                                             29
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                   Annual Report 2018


(tax included) will be distributed to the A-share and B-share holders for every 10 shares they hold without bonus
share (tax included), and no share capital increase from capital reserve would be conducted. The profit
distribution plan can be implemented upon review and approval of the Shareholders’ General Meeting of the
Company.

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
No such cases in the Reporting Period.

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.

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
No such cases in the Reporting Period.

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
No such cases in the Reporting Period.


                                                             30
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                       Annual Report 2018


IX Engagement and Disengagement of Independent Auditor

Current independent auditor:
Name of the domestic independent auditor               Ruihua Certified Public Accountants LLP
The Company’s payment to the domestic independent
                                                                                                                     58
auditor (RMB’0,000)
How many consecutive years the domestic independent
                                                       5
auditor has provided audit service for the Company
Names of the certified public accountants from the
domestic independent auditor writing signatures on the Cai Xiaodong, Wang Huansen
auditor’s report
How many consecutive years the certified public
accountants from the domestic independent auditor 4
have provided audit service for the Company
Name of the foreign independent auditor (if any)       None
The Company’s payment to the foreign independent
                                                                                                                     0
auditor (RMB’0,000) (if any)
How many consecutive years the foreign independent
auditor has provided audit service for the Company (if None
any)
Names of the certified public accountants from the
foreign independent auditor writing signatures on the  None
auditor’s report (if any)
How many consecutive years the certified public
accountants from the foreign independent auditor have None
provided audit service for the Company (if any)

Indicate by tick mark whether the independent auditor was changed for the Reporting Period.

□ Yes √ No
Independent auditor, financial advisor or sponsor engaged for the audit of internal controls:

√ Applicable □ Not applicable
The Company hired Ruihua Certified Public Accountants LLP to provide internal control audit service for this
Reporting Period at the cost of RMB0.25 million.

X Possibility of Listing Suspension or Termination after Disclosure of this Report

□ Applicable √ Not applicable

XI Insolvency and Reorganization

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

XII Major Legal Matters

√Applicable □ Not applicable
                    Involved                                                                               Index to
     General                  Provisio                                       Execution of Disclosure
                     amount                 Progress Decisions and effects                                disclosed
   information                   n                                            decisions      date
                   (RMB’0,                                                                              information


                                                             31
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                        Annual Report 2018


                       000)
                                                     Business Tourism
                                                    Company had to pay
                                                    for the compensation
                                                    RMB36.62           million
                                                    and      the     relevant
                                                    interest (from 14
                                                    September 1998 to The applicant
                                                    the payment day) to has received
                                                    Xi’an Fresh Peak RMB15.20
                                                    Company within one million. Now
                                                    month        after     the Business
                                                    judgment         entering Tourism
                                                    into force. If the Company has
                                                    Business         Tourism no executable                 Interim
                                                    Company failed to properties                           Report
Xi’an Project                            In        pay in time, it had to and          Xi’an 29 August   2018 (full
                        2,100 No
Lawsuit                                   execution pay     double       debt Joint            2018        text)    on
                                                    interests to Xi’an Commission                         www.cninf
                                                    Fresh Peak Company on Commerce                         o.com.cn
                                                    for     the      overdue has         been
                                                    period; ②          Xi’an refusing     to
                                                    Joint Commission on execute the
                                                    Commerce had jointly ruling. It is
                                                    and             severally difficult     to
                                                    obligation of the recover the
                                                    interests      of      the rest.
                                                    compensation; . ③
                                                    Business         Tourism
                                                    Company shall bear
                                                    RMB227,500 of the
                                                    acceptance fee and
                                                    the security fee.

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.




                                                             32
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                 Annual Report 2018


XVI Major Related-Party Transactions

1. Continuing Related-Party Transactions

√Applicable □ Not applicable
                                                                                                       Obtain
                                                                   As %
                                                                              Appro                       able
        Relatio                                                   of total                                            Index
                                                                               ved      Over           market
         nship Type Specifi                   Total                value                       Metho                    to
                              Pricing Transa                                 transac     the            price Disclo
 Related with    of       c                   value                of all                        d of                disclos
                              princip ction                                    tion    approv              for sure
  party   the transac transac                (RMB’               same-t                       settlem                  ed
                                 le    price                                   line    ed line         same-t date
        Compa tion      tion                 0,000)                  ype                         ent                 inform
                                                                             (RMB’    or not             ype
          ny                                                      transac                                             ation
                                                                             0,000)                    transac
                                                                    tions
                                                                                                         tions
                           Wholly
                                                                                                                      2017
                           -owned
                                                                                                                      Annua
         Contro            subsidi
                                                                                                                      l
         lled by           ary      Negoti
Shenzhe                                                                                                               Report
         the       Engine underto ate
n Jianan                                                                                      Bank              29    disclos
         same      ering ok         throug
(Group)                                    -           148.06 0.40% 148.06 Not                transfe -         March ed on
         compa     constru engine h
Co.,                                                                                          r                 2019 www.
         ny as     ction ering agreem
Ltd.                                                                                                                  cninfo
         the               constru ents
                                                                                                                      .com.c
         parent            ction of
                                                                                                                      n
                           related
                           party
                           Wholly
                           -owned
                           subsidi                                                                                    2017
         Contro            ary                                                                                        Annua
         lled by           paid     Negoti                                                                            l
Shenzhe
         the       Engine total     ate                                                                               Report
n Jianan                                                                                      Bank              29
         same      ering accoun throug                  2,511.       2,511.                                           disclos
(Group)                                    -                   3.66%        Not               transfe -         March
         compa     constru t for    h                       4            4                                            ed on
Co.,                                                                                          r                 2019
         ny as     ction constru agreem                                                                               www.
Ltd.
         the               ction ents                                                                                 cninfo
         parent            contrac                                                                                    .com.c
                           ted to                                                                                     n
                           related
                           party
                                                        2,659.               2,659.
Total                                   --       --                  --                  --      --       --       --      --
                                                           46                   46
Large-amount sales return in
                                    N/A
detail
Give the actual situation in the
Reporting Period (if any) where
an estimate had been made for
the total value of continuing N/A
related-party transactions by
type to occur in the Reporting
Period
Reason for any significant
difference       between        the
                                    N/A
transaction price and the market
reference price (if applicable)


                                                             33
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.            Annual Report 2018


2. Related-Party Transactions Regarding Purchase or Sales of Assets or Equity Interests


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

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
No such cases in the Reporting Period.

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
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.




                                                             34
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                      Annual Report 2018


2. Major Guarantees


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

3. Cash Entrusted to Other Entities for Management

(1) Cash Entrusted for Wealth Management

√ Applicable □ Not applicable
Overview of cash entrusted for wealth management in the Reporting Period
                                                                                                  Unit: RMB’0,000
                                                                                                Overdue unrevoked
         Type              Capital resources         Amount incurred        Outstanding balance
                                                                                                     amount
    Bank financial
                           Self-owned funds               60,000                    0                   0
      products
    Bank financial
                           Self-owned funds               90,000                 90,000                 0
      products
                     Total                        150,000               90,000                  0
High-risk entrusted wealth management with significant single amount or low security, poor liquidity and no
capital preservation:
□ Applicable √ Not applicable
Whether there is the case where the principal cannot be recovered at maturity or other case which may cause
impairment for entrusted wealth management
□ Applicable √ Not applicable

(2) Entrusted Loans

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

4. Other Major Contracts

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

XVIII Corporate Social Responsibility (CSR)

1. Measures Taken to Fulfill CSR Commitment

The Company paid attention on the execution of the social responsibilities and positively protected
the legal interests of the stakeholders such as the creditors, employees, customers, suppliers and
community as well as executed the social responsibilities. During the Reporting Period, the
Company organized the volunteer team and the Party member volunteer service team and positively
developed the volunteer service and the Party member volunteer service activities; furthermore, the

                                                             35
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                Annual Report 2018


Company also executed the social responsibilities as a state-owned enterprise, made donations to
Shenzhen Charity Community Public Welfare Fund, provided special funds for community to
carrying out joint construction, joint governance and joint enjoyment, helped families with family
planning difficulty, paid consolation money to Party members and employees in hardship and
hospitalized employees due to diseases; carried out condolence activities for employees on their
birthday and for retired cadres on festivals; positively developed the interest teams activities such as
the badminton, table tennis, mountain climbing and basketball as well as football. As of the
Reporting Period, the Company was successively honored by GuangDong Provincial Enterprise
Confederation and Guangdong Provincial Association of Entrepreneurs as "Best Honesty Enterprise
of Guangdong Province" for seven years. Besides, during the Reporting Period, the Company was
honored by Shenzhen Real Estate Association as “Enterprise with High Brand Value in Shenzhen
Real Estate Development Industry” and “High-integrity (Superior) Enterprise in Shenzhen Real
Estate Development Industry”.

2. Measures Taken for Targeted Poverty Alleviation

(1) Plans

(2) Summary of the Related Work Done in the Reporting Period

(3) Results

                                                Measurement
                  Indicator                                                 Quantity/Progress
                                                   unit
1. General results                                 ——                           ——
2. Itemized results                                ——                           ——
   2.1 Out of poverty by industrial
                                                     ——                         ——
development
   2.2 Out of poverty by transferring
                                                     ——                         ——
employment
   2.3 Out of poverty by relocation                  ——                         ——
   2.4 Out of poverty by education                   ——                         ——
   2.5 Out of poverty by improving health            ——                         ——
   2.6 Out of poverty by protecting
                                                     ——                         ——
ecological environment
   2.7 Subsidy for the poorest                       ——                         ——
   2.8 Social poverty alleviation                    ——                         ——
   2.9 Other items                                   ——                         ——
3. Accolades received (for what and at
                                                     ——                         ——
what level)

(4) Subsequent Plans

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.

                                                             36
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.      Annual Report 2018


Not applicable



XIX Other Significant Events

√ Applicable □ Not applicable
Since the controlling shareholder of the Company is planning a significant event that involves the
Company, upon the application to the Shenzhen Stock Exchange, trading in the stocks of the
Company (A-stock under the name of “SPG A” and the symbol of “000029”; B-stock under the
name of “SPG B” and the symbol of “200029”) was suspended starting from the opening of 14
September 2016. The Company disclosed the Announcement on Share Trading Suspension due to
Planning of Significant Event (No. 2016-022), the Announcement on Continued Share Trading
Suspension due to Planning of Significant Event (No. 2016-023) and the Announcement on
Continued Share Trading Suspension due to Planning of Significant Event (No. 2016-024) on 14
September 2016, 22 September 2016 and 29 September 2016, respectively. Upon ascertainment, the
event constituted a material asset restructuring. The Company disclosed the Announcement on
Share Trading Suspension due to Planning of Major Assets Restructuring (No. 2016-025) on 30
September 2016 and the Announcement on Signing Cooperation Agreement on Restructuring and
Listing (No. 2016-027) on 10 October 2016.
The Company convened the 33rd Meeting of the 7th Board of the Directors on 11 November 2016,
which the Proposal on Continued Share Trading Suspension due to Planning of Major Assets
Restructuring was reviewed and approved. For details, see the Announcement on Continued Share
Trading Suspension after Expiration of Period of Share Trading Suspension due to Planning of
Major Assets Restructuring (No. 2016-039) disclosed on 14 November 2016.
The Company convened the 1st Extraordinary General Meeting of 2016 on 12 December 2016, on
which the Proposal on Continued Share Trading Suspension due to Planning of Major Assets
Restructuring was reviewed and approved. For details, see the Announcement on Application for
Continued Share Trading Suspension after Expiration of Period of Share Trading Suspension due
to Planning of Major Assets Restructuring (No. 2016-047) disclosed on 13 December 2016.
The Company held an online illustration meeting to investors on 10 March 2017, communicating
this major assets restructuring with them and answering questions that they were generally
concerned about with the information allowed to be disclosed. For details, see the Announcement on
Online Illustration Meeting to Investors (No. 2017-012) disclosed on 11 March 2017.
To ensure the smooth progress of this major assets restructuring, prevent abnormal fluctuations in
the prices of its stocks and protect the rights and interests of its non-controlling interests, the
Company has applied to the Shenzhen Stock Exchange for continued share trading suspension for
no more than 1 month as of 14 March 2019 and expects to disclose the major assets restructuring
plan or report according to the requirements of the Standards for the Contents and Formats of
Information Disclosure by Companies Offering Securities to the Public No. 26—Major Assets
Restructuring of Listed Companies prior to 14 April 2019. For details, see the Announcement on
Delay of Share Trading Resumption and Progress of Planning of Major Assets Restructuring (No.
2019-013) disclosed on 14 March 2019.
During the share trading suspension period, the Company shall disclose the progress of this major
assets restructuring at least every five trading days in strict accordance with the requirements of


                                                             37
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.        Annual Report 2018


applicable laws and regulations. At present, this major assets restructuring is proceeding smoothly.
This major assets restructuring is subject to great uncertainty. Therefore, investors are kindly
reminded to pay attention to possible investment risk.

XX Significant Events of Subsidiaries

√ Applicable □ Not applicable
Shantou Huafeng Real Estate Development Co., Ltd., the wholly-owned subsidiary of the Company,
increased its registered capital. For details, please refer to the Announcement on Resolutions of the
42nd Meeting of the 7th Directors of the Board of Shenzhen Special Economic Zone Real Estate &
Properties (Group) Co., Ltd. disclosed on www.cninfo.com.cn by the Company on 28 August 2018.




                                                             38
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.             Annual Report 2018




             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
                                                                  dividend
                                     Percenta New dividend                                       Percenta
                              Shares                              converte Other Subtotal Shares
                                      ge (%) issues converte                                      ge (%)
                                                                   d from
                                                        d from
                                                                   capital
                                                         profit
                                                                  reserves
1. Restricted shares                0 0.00%          0          0         0       0         0   0 0.00%
1.1 Shares held by the
                                     0    0.00%            0         0      0   0      0        0   0.00%
state
1.2 Shares held by
                                     0    0.00%            0         0      0   0      0        0   0.00%
state-own Legal-person
1.3 Shares held by other
                                     0    0.00%            0         0      0   0      0        0   0.00%
domestic investors
Among which: shares
held by domestic legal               0    0.00%                      0      0   0      0        0   0.00%
person
Shares held by domestic
                                     0    0.00%            0         0      0   0      0        0   0.00%
natural person
1.4               Oversea
                                     0    0.00%            0         0      0   0      0            0.00%
shareholdings
Among which: shares
held by oversea legal                0    0.00%            0         0      0   0      0        0   0.00%
person
Shares held by oversea
                                     0    0.00%            0         0      0   0      0        0   0.00%
natural person
                           1,011,66                                                      1,011,66 100.00
2. Unrestricted shares              100.00%                0         0      0   0      0
                              0,000                                                         0,000      %
                           891,660,                                                      891,660,
2.1 RMB ordinary shares              88.14%                0         0      0   0      0          88.14%
                                000                                                           000
2.2 Domestically listed 120,000,                                                         120,000,
                                     11.86%                0         0      0   0      0          11.86%
foreign shares                  000                                                           000
2.3 Oversea listed foreign
                                  0 0.00%                  0         0      0   0      0        0   0.00%
shares
2.4 Other                         0 0.00%                  0         0      0   0      0        0   0.00%
                           1,011,66                                                      1,011,66   100.00
3. Total shares                     100.00%                0         0      0   0      0
                              0,000                                                         0,000       %
Reasons for share changes:

□ Applicable √ Not applicable

Approval of share changes:


                                                               39
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                   Annual Report 2018



□ Applicable √ Not applicable

Transfer of share ownership:

□ Applicable √ Not applicable
Progress on any share repurchase:
□ 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

2. Changes in Restricted Shares

□ Applicable √ Not applicable

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 ordinary            Number of preferred     Number of preferred
Number of
                        shareholders at the           shareholders with       shareholders with resumed
ordinary         76,443                        76,443                       0                               0
                        month-end prior to the        resumed voting rights   voting rights at the
shareholders
                        disclosure of this            (if any) (see note 8)   month-end prior to the

                                                             40
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                       Annual Report 2018


                          Report                                                     disclosure of this Report (if
                                                                                     any) (see note 8)
                                 5% or greater shareholders or top 10 shareholders
                                              Total Increase                           Shares in pledge or frozen
                                   Shareho shares /decreas Restrict Unrestric
    Name of            Nature of    lding held at e in the         ed       ted
   shareholder        shareholder percenta the        Reporti shares shares               Status          Shares
                                      ge    period-e     ng       held     held
                                                nd     Period
Shenzhen
Investment          State-owned               642,884                       642,884,
                                      63.55%
Holdings       Co., legal person                  ,262                          262
Ltd
Shandong Gold
Financial
Holding Capital
Management Co., Domestic
                    non-state-own              10,300,                      10,300,0
Ltd. - Shandong                       1.02%
                    ed         legal               000                            00
Gold Financial person
Holding
Sustaining Fund
1
                    Domestic                   3,246,9                      3,246,94
Lu Zhigao                              0.32%
                    natural person                  49                             9
                    Domestic                   1,286,7                      1,286,70
Tan Shiqing                            0.13%
                    natural person                  01                             1
                    Domestic                   1,273,7                      1,273,70
Yang Shuilian                          0.13%
                    natural person                  00                             0
                    Domestic                   1,255,7                      1,255,75
Yang Jianxiong                         0.12%
                    natural person                  50                             0
Central     Huijin
Asset               State-owned                1,165,5                      1,165,50
                                       0.12%
Management Co., legal person                        00                             0
Ltd.
                    Domestic                   1,129,0                      1,129,08
Peng Wei                               0.11%
                    natural person                  82                             2
                    Foreign                    1,109,3                      1,109,30
Wu Haoyuan                             0.11%
                    natural person                  00                             0
Guotai Junan
                    Foreign legal              1,015,6                      1,015,68
Securities (Hong                       0.10%
                    person                          83                             3
Kong) Limited
Strategic investor or general
legal person becoming a top-10
                                     None
ordinary shareholder due to
rights issue (if any) (see note 3)
Related or acting-in-concert The Company has found no related parties or acting-in-concert parties as
parties among the shareholders defined in the Administrative Measures for Shareholding Changes in Listed
above                                Companies among the shareholders above.
                                          Top 10 unrestricted shareholders
                                                                                            Shares by type
       Name of shareholder             Unrestricted shares held at the period-end
                                                                                          Type          Shares
Shenzhen Investment Holdings                                                         RMB ordinary
                                                                        642,884,262                   642,884,262
Co., Ltd                                                                             shares
Shandong         Gold      Financial
Holding Capital Management                                                           RMB ordinary
                                                                         10,300,000                     10,300,000
                                                                                     shares
Co., Ltd. - Shandong Gold


                                                             41
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                             Annual Report 2018


Financial      Holding   Sustaining
Fund 1
                                                                                         RMB ordinary
Lu Zhigao                                                                      3,246,949                          3,246,949
                                                                                         shares
                                                                                         RMB ordinary
Tan Shiqing                                                                    1,286,701                          1,286,701
                                                                                         shares
                                                                                         RMB ordinary
Yang Shuilian                                                                  1,273,700                          1,273,700
                                                                                         shares
                                                                                         Domestically
Yang Jianxiong                                                                 1,255,750 listed foreign           1,255,750
                                                                                         share
Central     Huijin             Asset                                                     RMB ordinary
                                                                               1,165,500                          1,165,500
Management Co., Ltd.                                                                     shares
                                                                                         RMB ordinary
Peng Wei                                                                       1,129,082                          1,129,082
                                                                                         shares
                                                                                         Domestically
Wu Haoyuan                                                                     1,109,300 listed foreign           1,109,300
                                                                                         share
                                                                                         Domestically
Guotai Junan Securities (Hong
                                                                               1,015,683 listed foreign           1,015,683
Kong) Limited
                                                                                         share
Related or acting-in-concert
parties among top 10 unrestricted
                                  The Company has found no related parties or acting-in-concert parties as
public shareholders, as well as
                                  defined in the Administrative Measures for Shareholding Changes in Listed
between top 10 unrestricted
                                  Companies among the shareholders above.
public shareholders and top 10
shareholders
Top 10 ordinary shareholders The fourth shareholder holds all his shares in the Company in his accounts of
involved in securities margin credit. And the third shareholder holds some of his shares in the Company in
trading (if any) (see note 4)     such accounts.


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
    Name of                   Legal
                                                     Date of                Unified social credit
   controlling       representative/person in                                                          Principal activity
                                                  establishment                    code
   shareholder               charge
                                                                                                    Investment in equities
                                                                                                    on behalf of the
Shenzhen
                                                                                                    government        and
Investment
                          Wang Yongjian             13 October 2004             767566421           management of those
Holdings        Co.,
                                                                                                    investments;
Ltd.
                                                                                                    development       and
                                                                                                    operation           of


                                                             42
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                        Annual Report 2018


                                                                                        government-allocated
                                                                                        land; and investment in
                                                                                        and     provision    of
                                                                                        services for strategic
                                                                                        emerging industries
                  380,380,000 shares in SZPRD A (000011), representing a stake of 63.82%;
                  234,070,000 shares in STHC (000045) , representing a stake of 45.78%;
                  12,360,000 shares in Shenzhen Universe A (000023) , representing a stake of 8.91%;
                  962,720,000 shares in Ping An (601318) , representing a stake of 5.27%;
                  2,749,520,000 shares in Guosen Securities (002736) , representing a stake of 33.53%;
Controlling       609,430,000 shares in Guotai Junan (601211) , representing a stake of 6.99%;
shareholder’s    103,370,000 shares in Guotai Junan (2611.HK), representing a stake of 1.19%;
holdings in other 195,030,000 shares in Telling Holding (000829) , representing a stake of 18.80%;
listed companies 255,890,000 shares in Infinova (002528), representing a stake of 21.35%;
at    home     or 2,213,450,000 shares in HOPEWELL INFR-R (0737.HK), representing a stake of 71.83%;
abroad in the 188,000,000 shares in BEAUTYSTAR (002243), representing a stake of 51.52%;
Reporting Period 388,450,000 shares in EA (002183), representing a stake of 18.30%;
                  42,000,000 shares in ETOP (834386), representing a stake of 60.00%;
                  20,000,000 shares in CCIC Testing (836325) , representing a stake of 40.00%;
                  113,980,000 shares in Techand Ecology (002243), representing a stake of 5.00%;
                  5,640,000 shares in Shenzhen Energy (000027), representing a stake of 0.14%;
                  9,520,000 shares in BOCOM (601328), representing a stake of 0.01%.


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
                               representative/       Date of      Unified social credit
 Name of actual controller                                                                     Principal activity
                                  person in      establishment            code
                                   charge
                                                                                          Perform the responsibilities
Shenzhen       State-owned
                                                                                          of investor on behalf of the
Assets Supervision and
                           Peng Haibin                 31 July 2004         K3172806-7    state, and supervise and
Administration
                                                                                          manage the authorized
Commission
                                                                                          state-owned assets legally.
Other listed companies at
                            In addition to the Company controlling shareholder - Shenzhen Investment Holding
home or abroad controlled
                            Co., Ltd. Other domestic and overseas listed companies whose equity held by the
by the actual controller in
                            actual controllers did not rank among the top ten shareholders of the Company.
the 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:

                                                                 43
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.           Annual Report 2018




                                              Shenzhen State-owned Assets
                                             Supervision and Administration
                                                      Commission



                                            Shenzhen     Investment     Holdings
                                            Co., Ltd.



                                                        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




                                                             44
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.   Annual Report 2018




                                      Part VII Preferred Shares

□ Applicable √ Not applicable


No preferred shares in the Reporting Period.




                                                             45
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                  Annual Report 2018




    Part VIII Directors, Supervisors, Senior Management and Staff

I Change in Shareholdings of Directors, Supervisors and Senior Management

                                                            Beginnin Increase in Decrease in
             Incu                                                                              Other Ending
                                                                g        the         the
      Office mben Gend                    Start of   End of                                  increase sharehol
 Name                  Age                                  sharehol Reporting Reporting
       title t/For er                     tenure     tenure                                  /decreas ding
                                                              ding     Period      Period
              mer                                                                            e (share) (share)
                                                             (share)   (share)     (share)
      Chairm
  Zhou             Incu
       an of                             17 April 16 April
 Jiangu            mben Male       63                               0       0         0          0         0
        the                               2012     2015
    o                t
      Board
      Genera
         l
Chen               Incu
      Manag                              17 April 16 April
Maozh              mben Male       54                               0       0         0          0         0
      er and                              2012     2015
 eng                 t
      Directo
         r
               Incu
Zhuang Superv                            17 April 16 April
               mben       Male     63                             80,000    0         0          0      80,000
 Quan    isor                             2012     2015
                 t
 Deng          Incu
       Directo                           17 April 16 April
Kangc          mben       Male     52                             10,000    0         0          0      10,000
           r                              2012     2015
 heng            t
               Incu
       Directo            Fema           17 April 16 April
Wen Li         mben                49                               0       0         0          0         0
           r               le             2012     2015
                 t
               Incu
 Jiang Directo            Fema           17 April 16 April
               mben                54                               0       0         0          0         0
 Lihua     r               le             2012     2015
                 t
        CFO
               Incu
Zhang and                                17 April 16 April
               mben       Male     50                               0       0         0          0         0
  Lei Directo                             2012     2015
                 t
           r
  Liu Indepe                               15
                                                 15 May
Quanm ndent Left          Male     54    October                    0       0         0          0         0
                                                  2018
   in director                            2010
       Indepe Incu                         15      14
 Song
        ndent mben        Male     50    October October            0       0         0          0         0
Botong
       director t                         2010    2016
Zhang Indepe Incu
                                         23 April 22 April
Shunw ndent mben          Male     50                               0       0         0          0         0
                                          2014     2017
   en director t
 Kang Indepe Incu
                                         15 May 14 May
Xiaoyu ndent mben         Male     54                               0       0         0          0         0
                                          2018   2021
    e  director t
 Wang Superv              Fema           17 April 16 April
               Left                54                               0       0         0          0         0
Xiuyan isor                le             2012     2015
               Incu
   Li  Superv             Fema           17 April 16 April
               mben                40                               0       0         0          0         0
 Yufei   isor              le             2012     2015
                 t
  Ren Superv Incu         Male     38    15 May 14 May              0       0         0          0         0


                                                             46
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                 Annual Report 2018


  Wei      isor mben                       2018       2021
                  t
 Teng           Incu
         Vice                             17 May 16 May
Xianyo          mben Male          61                                 0       0     0             0       0
         GM                                2012   2015
   u              t
 Wei            Incu                        28
         Vice        Fema                        16 May
Hanpin          mben               52    Septemb                      0       0     0             0       0
         GM           le                          2015
   g              t                      er 2012
         Vice
         GM,
 Tang           Incu                        22
        Secreta                                   16 May
Xiaopi          mben Male          48     October                     0       0     0             0       0
         ry of                                     2015
  ng              t                        2013
          the
        Board
 Feng           Incu
        Superv                            2 March 1 March
Hongw           mben Male          47                                 0       0     0             0       0
          isor                              2017    2020
   ei             t
                Incu
        Superv       Fema                 27 April 26 April
Lin Jun         mben               49                                 0       0     0             0       0
          isor        le                   2016     2019
                  t
        Secreta
         ry of                            17 May 26 April
Chen Ji         Left Male          47                                 0       0     0             0       0
          the                              2012   2018
        Board
 Total     --    --    --          --        --         --          90,000    0     0             0    90,000

II Change of Directors, Supervisors and Senior Management

√Applicable □ Not applicable
                                        Type of
     Name          Office title                              Date of change       Reason for change
                                        change
                       Board
    Chen Ji                              Left                26 April 2018           Job change
                     Secretary
                   Independent
 Liu Quanmin                             Left                15 May 2018          Personal reasons
                      director
 Wang Xiuyan        Supervisor           Left                15 May 2018                Retired

III Biographical Information

Professional backgrounds, major work experience and current duties in the Company of the incumbent directors,
supervisors and senior management:
Professional backgrounds, major work experience and current duties in the Company of the incumbent directors,
supervisors and senior management:
1. Zhou Jianguo: he was once the Vice GM of Shenzhen Investment Holdings Co., Ltd. And he has
been the Secretary of CPC and Chairman of the Board of the Company since February 2009.
2. Chen Maozheng: he once was the Vice Secretary of CPC and managing director of Shenzhen
City Construction Development (Group) Co. Ltd. And he has been the Vice Secretary of CPC and
Director as well as managing director of the Company since October 2009.
3. Zhuang Quan: he once was Chairman of the Supervisory Board of Shenzhen Shenfubao Group
Co., Ltd. He has been the Chairman of the Supervisory Board of the Company since April 2012.



                                                               47
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.     Annual Report 2018


4. Deng Kangcheng: he was once deputy director, director of the Office of Shenzhen Investment
Holdings Co., Ltd., and supervisor of the Company. And he has been director, Vice Secretary of
CPC and Secretary in Discipline Inspection Committee of the Company since February 2009.
5. Zhang Lei: he was once the CFO and Secretary to the Board of SDIC ZHONGLU FRUIT Co.,
Ltd. And he has been the Director and CFO of the Company since October 2010.
6. Kang Xiaoyue: he was once the staff member of Department of Justice of Jiangxi Province, a
reporter, editor and head of News Department of Shenzhen Legal Newspaper. Now he serves as a
chief lawyer and senior partner of Guangdong Wansheng Law Firm. Since May 2018 he acts as an
independent director of the Company.
7. Song Botong: he ever took posts of Deputy Chief of Civil Engineering Department in College of
Architecture and Civil Engineering and Chairman of Labor Union, and Secretary of CPC of
Shenzhen University. Now he acts as Standing Deputy Director of Research Center for Real Estate
and Director of Infrastructure Department in Shenzhen University. He has been the Independent
Director of the Company since October 2010.
8. Zhang Shunwen: he acted as Director of the Shenzhen Juyuan Certified Public Accounting, now
he acts as partner of BDO China Shu Lun Pan Certified Public Accountants LLP. He acts as
Independent Directors of the Company since April 2014.
9. Wen Li: she once worked as the Vice Chief of the Investment and Development Department,
Vice Director of Management Center for Construction Project and Minister of Enterprise
Department I of Shenzhen Investment Holdings Co., Ltd. Now, she serves as the Director, GM and
Deputy Secretary of CPC in Shenzhen Bay Technology Development Co., Ltd. And she has been
the Director of the Company since September 2006.
10. Jiang Lihua: she once was the Vice Chief of the Finance Department and the Chief of Appraisal
and Distribution Department in Shenzhen Investment Holdings Co., Ltd. Now, he serves as the
Chief of Financial Department (Settlement Center). And she has been acting as Director of the
Company since February 2009.
11. Feng Hongwei: He once was the Vice Chief of the Board Secretariat, and the Securities
Representative. Now he acts as the Audit Supervisory Manager of the Company. He has been acting
as a supervisor of the Company since March 2017.
12. Ren Wei: he once was the CFO of Xian Zhenye Real Estate Development Co., Ltd., minister of
Budget & Financing Department and director of Fund Centre of Shenfubao Group Co., Ltd. Now he
serves as the vice minister of Audit Department of Shenzhen Investment Holdings Co., Ltd. Since
May 2018 he serves as the supervisor of the Company.
13. Lin Jun: She once was the Vice Chief of the Party-Mass Work Department and the Vice
Discipline Inspection Secretary & Chief of the Party-Mass Work Department of the Company. And
she has been acting as a supervisor of the Company since April 2016.
14. Li Yufei: she ever worked as the Assistant to the Manager of the Investment Department and
Assistant to the Manager & Vice Manager of Assets Management Centre as well as the Senior
Management Staff of Enterprise Department I and Enterprise Department II (Journal Center) in
Shenzhen Investment Holdings Co., Ltd. Now, he serves as the senior executive of Industrial


                                                             48
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                         Annual Report 2018


Management Department. And she has been the Supervisor of the Company since April 2012.
15. Teng Xianyou: he once was the Vice GM of Shenzhen Tagen Group Co., Ltd., and concurrently
as GM of Shenzhen Municipal Engineering Corp. And he has been Vice GM of the Company since
December 2009.
16. Wei Hanping: he ever worked as the Manager of the Leasing Operation Department in
Shenzhen City Construction Development (Group) Co. and the Manager of Cost Control
Department of the Company. And he has been the Vice GM of the Company since September 2012.
17. Tang Xiaoping: he ever act as CFO of Shenzhen HRD Assets Management Company, minister
of Financial Operations Management Department of Shenzhen Foreign Labor Service Co., Ltd.,
legal representative, the executive director of the Shenzhen Foreign Affairs Service Center, and
financing plan department manager of the Company. Since 22 October 2013 he acts as deputy GM
of the Company. Since 26 April 2018 he acts as Secretary of the Board of the Company.
Offices held concurrently in shareholding entities:
√Applicable □Not applicable
                                                                                                     Remuneration or
                                               Office held in the                             End of allowance from
  Name          Shareholding entity                                         Start of tenure
                                              shareholding entity                             tenure the shareholding
                                                                                                           entity
                                             Chief of Financial
  Jiang        Shenzhen Investment
                                          Department (Settlement       1 March 2017                        Yes
  Lihua         Holdings Co., Ltd
                                                  Center)
               Shenzhen Investment         Vice minister of Audit
  Ren Wei                                                           18 September 2017                      Yes
                Holdings Co., Ltd               Department
                                             Senior executive of
               Shenzhen Investment
  Li Yufei                                Industrial Management         1 July 2015                        Yes
                Holdings Co., Ltd
                                                Department
Offices held concurrently in     The relevant personnel get paid by shareholder entities for their jobs therein, not
shareholding entities            for being directors or supervisors of the Company.
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
   Song     Infrastructure Department
                                                  Director             1 March 2013                        Yes
  Botong     of Shenzhen University
            BDO China Shu Lun Pan
   Zhang
                 Certified Public                 Partner              1 March 2008                        Yes
Shunwen
                Accountants LLP.
   Kang Guangdong Wansheng Law
                                               Senior partner        1 December 1993                       Yes
  Xiaoyue              Firm
            Shenzhen Bay Technology Director, GM and Deputy
  Wen Li                                                             1 December 2016                       Yes
              Development Co., Ltd.           Secretary of CPC
   Zhang      Shenzhen Agricultural
                                                    CFO               11 January 2017                      Yes
    Lei         Products Co., Ltd.
   Zhang Shenzhen Zhenye (Group)
                                                 Supervisor           16 March 2017                        No
    Lei               Co., Ltd.
Offices held concurrently in     The relevant personnel get paid by other entities for their jobs therein, not for
other entities                   being directors of the Company.
Punishments imposed in the recent three years by the securities regulator on the incumbent directors, supervisors


                                                             49
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                Annual Report 2018



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:
It was executed according to the procedures stipulated in the Interim Measures for the Administration of Human
Resources of the Company.
Their remuneration was decided in accordance with the Interim Provisions of the Annual Salary System for
Managers of the State-owned Enterprises in Shenzhen and spirit of relevant documents as well as the Interim
Measures for the Administration of Human Resources of the Company.
The Directors Jiang Lihua and Wen Li, and the Supervisor Wang Xiuyan, Li Yufei and Ren Wei are dispatched
by controlling shareholders of the Company without drawing remuneration from the Company.
With review and approval of the 2013 Annual General Meeting convened on 23 April 2014, allowance for each
independent director was adjusted to RMB7,000 (tax included) per month since May 2014. Besides, they
received no other rewards from the Company.
The Company paid their remuneration monthly according to relevant systems for remuneration management of
the Company.
Remuneration of directors, supervisors and senior management for the Reporting Period
                                                                                                Unit: RMB'0,000
                                               Incumbe          Total before-tax
                                   Gend                                                Any remuneration from
   Name          Office title            Age nt/Forme remuneration from the
                                    er                                                      related party
                                                   r               Company
   Zhou       Chairman of the                  Incumbe
                                   Male 63                            90.7                       No
 Jianguo           Board                           nt
   Chen
           General Manager and                 Incumbe
Maozhen                            Male 54                           98.57                       No
                  Director                         nt
      g
 Zhuang                                        Incumbe
                 Supervisor        Male 63                           61.49                       No
   Quan                                            nt
   Deng
                                               Incumbe
 Kangche          Director         Male 52                            86.3                       No
                                                   nt
     ng
                                   Fema        Incumbe
  Wen Li          Director                49                            0                        No
                                    le             nt
   Jiang                           Fema        Incumbe
                  Director                54                            0                        No
   Lihua                            le             nt
  Zhang                                        Incumbe
             CFO and Director Male 50                                   0                        No
    Lei                                            nt
    Liu
            Independent director Male 54          Left                 2.8                       No
Quanmin
   Song                                        Incumbe
            Independent director Male 50                               8.4                       No
  Botong                                           nt
  Zhang                                        Incumbe
            Independent director Male 52                               8.4                       No
Shunwen                                            nt
   Kang                                        Incumbe
            Independent director Male 54                               5.6                       No
 Xiaoyue                                           nt
   Wang                            Fema
                 Supervisor               54      Left                  0                        Yes
  Xiuyan                            le
                                   Fema        Incumbe
 Li Yufei        Supervisor               56                            0                        No
                                    le             nt
 Ren Wei         Supervisor        Male 40 Incumbe                      0                        No

                                                             50
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                     Annual Report 2018


                                                    nt
                                     Fema        Incumbe
  Lin Jun         Supervisor                49                      49.11                           No
                                      le            nt
   Feng                                          Incumbe
                  Supervisor        Male 47                         49.11                           No
Hongwei                                             nt
   Teng                                          Incumbe
                   Vice GM          Male 61                         73.22                           No
  Xianyou                                           nt
    Wei                            Fema          Incumbe
                   Vice GM                  52                      84.41                           No
  Hanping                            le             nt
   Tang Vice GM, Secretary of                    Incumbe
                                    Male 48                          86.3                           No
Xiaoping          the Board                         nt
  Chen Ji Secretary of the Board Male 47           Left             50.92                           No
   Total              --             --     --      --             755.33                           --
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
                                                                                                               107
parent
Number of in-service employees of major subsidiaries                                                         1,847
Total number of in-service employees                                                                         1,954
Total number of paid employees in the Reporting
                                                                                                             1,954
Period
Number of retirees to whom the Company as the parent
or its major subsidiaries need to pay retirement                                                               528
pensions
                                                    Functions
                         Function                                             Employees
Production                                                                                                   1,314
Sales                                                                                                           83
Technical                                                                                                      423
Financial                                                                                                       54
Administrative                                                                                                  80
Total                                                                                                        1,954
                                             Educational backgrounds
                Educational background                                        Employees
Doctors                                                                                                          2
Masters                                                                                                         27
Bachelors                                                                                                      185
College graduates                                                                                              303
Technical secondary school graduates                                                                           158
High school graduates and below                                                                              1,279
Total                                                                                                        1,954

2. Employee Remuneration Policy

The management personnel above vice general manager (including vice GM) of the Company
conducted annual salary system, other employees conducted contacting the performance with the
benefit salary system.

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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.     Annual Report 2018


3. Employee Training Plans

The Company established annual training plan in line with Measures for the Management of
Employee Training The Company adopts internal training, hires experts give lectures to the
Company or participate professional training, train the on job employees with job knowledge,
professional skills, rules and regulations, the business process etc., which enrich and renew the
professional knowledge, enhance the comprehensive quality and business skills of the employees.

4. Labor Outsourcing

□ Applicable √ Not applicable




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.               Annual Report 2018




                                  Part IX Corporate Governance

I Basic Situation of Corporate Governance

In this Reporting Period, the Company strictly accorded with requirements of Company Law,
Securities Law, Code of Corporate Governance of Listed Companies and other laws and statutes,
continuously perfected its corporate governance, and standardized its operation. The actual situation
of corporate governance was in line with the requirements of the relevant normative documents.
The operating mechanism, of which the Board of Directors made decisions, the management team
took execution, and the Supervisory Board implemented supervision.
(I) Preparations and holding of shareholders’ general meeting and disclosure of resolution of the
meetings were normatively in line with Articles of Association and Rules for Procedure of the
Shareholders’ General Meeting; all shareholders were on an equal position and could fully exercise
their legal rights.
(II) Directors and the Board of Directors: The Board is responsible for decision-making and
choosing directions. It exercised its power as per the corporate governance requirements.
Preparations, holding and disclosure of resolution of the Board sessions were normatively in line
with the Articles of Association and Rules of Procedure for the Board of Directors; all directors
performed their obligations in an honest and diligent manner; independent directors had a rational
profession structure; and special committees concerning strategy, audit, nomination, remuneration
and appraisal under the Board can operate positively and effectively.
(III) Supervisors and the Supervisory Board: structure of the Supervisory Board was reasonable.
The Supervisory Board conducted the supervision and inspection for the significant events of the
Company strictly in accordance with the Rules for Procedure of the Supervisory Board, and
exercised its supervision right effectively and brought its supervision function into fully play.
(IV) Manager level: the manager level of the Company was fully responsible for the production and
management of the Company, performed their obligations in an honest and diligence manner.
Implemented the resolution of the Board with efficient supervision and restriction and acquired
good achievement.
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

(I) In respect of business, the Company possessed independent production, supply and sales system;
(II) In respect of personnel, the Company was absolutely independent in management of labor,
personnel and salaries from the controlling shareholders. All the senior executives of the Company
took no office title concurrently and drew no remunerations from the Shareholder Company.

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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                         Annual Report 2018


(III) In respect of assets, the Company possessed independent and integrated assets and the property
of the Company is transparent.
(IV) In respect of organization, the Board of Directors and the Supervisory Board operated
independently. There existed no superior-inferior relationship between the controlling shareholder
and its function department and the Company.
(V) In respect of finance, the Company has independent financial department, independently
accounted and paid taxes according to the law. The Company established a complete accounting
system, financial accounting system and financial administrative systems. The Company opened
independent bank accounts.

III Horizontal Competition

□ Applicable √ Not applicable

IV Annual and Special General Meetings Convened during the Reporting Period

1. General Meeting Convened during the Reporting Period

                                               Investor            Date of the                      Index to disclosed
     Meeting                Type                                                  Disclosure date
                                          participation ratio       meeting                             information
                                                                                                    Announcement on
                                                                                                    Resolutions     of
                                                                                                    2017       Annual
The 2017 Annual Annual General
                                               63.58%             26 April 2018   27 April 2018     General Meeting
General Meeting    Meeting
                                                                                                    disclosed       on
                                                                                                    www.cninfo.com.
                                                                                                    cn.
                                                                                                    Announcement on
                                                                                                    Resolutions of the
     The 1st                                                                                        1st Extraordinary
  Extraordinary   Extraordinary                                                                     General Meeting
                                               63.59%             15 May 2018      16 May 2018
 General Meeting General Meeting                                                                    of 2018 disclosed
    of 2018                                                                                         on
                                                                                                    www.cninfo.com.
                                                                                                    cn.
                                                                                                    Announcement on
                                                                                                    Resolutions of the
     The 2nd                                                                                        2nd Extraordinary
  Extraordinary   Extraordinary                                   18 September    19 September      General Meeting
                                               63.61%
 General Meeting General Meeting                                      2018            2018          of 2018 disclosed
    of 2018                                                                                         on
                                                                                                    www.cninfo.com.
                                                                                                    cn.

2. Special General Meetings Convened at the Request of Preferred Shareholders with Resumed Voting
Rights

□ Applicable √ Not applicable



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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                 Annual Report 2018


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
                                                                                       The
                  Total
                                                                                  independent
               number of                   Board                       Board
                                                          Board                     director
                  board       Board       meetings                  meetings the
                                                        meetings                    failed to       General
  Independent meetings the meetings attended by                     independent
                                                         attended                  attend two       meetings
    director  independent attended on      way of                     director
                                                        through a                 consecutive       attended
              director was      site   telecommuni                    failed to
                                                          proxy                       board
               eligible to                 cation                      attend
                                                                                    meetings
                 attend
                                                                                    (yes/no)
Liu Quanmin                2         2              0             0             0           No                 2
Song Botong                4         3              1             0             0           No                 2
Zhang Shunwen              4         3              1             0             0           No                 1
Kang Xiaoyue               2         1              1             0             0           No                 0
Why any independent director failed to attend two consecutive board meetings:
None

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:
None

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

During the Reporting Period, Liu Quanmin resigned his post of independent director of the
Company for personal reason. The proposal on appointment of Kang Xiaoyue as independent
director of the Company was reviewed and approved on the 1st Extraordinary General Meeting of
2018 held on 11 May 2018 and corresponding adjustment of members of relevant specialized
committees under the Board was made.
All committees actively, effectively work, providing powerful guarantee to the scientific
decision-making, the relevant details are as follows:
1. Performance of the Audit Committee of the Board of Directors
During the Reporting Period, the Audit Committee actively promoted the progress of the annual
audit and the relevant work. It reviewed on the Company’s following issues: Arrangement on the

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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                Annual Report 2018


Annual Audit Work, Periodic Financial Report, Profit Distribution Plan, Engagement of CPAs Firm,
Written Submission of the Administration on CPAs Firm, Construction of Internal Control, Fund
Transfer Between Listed Companies and Related Parties and Guarantee Events, etc.. Besides, it also
kept full and necessary communication with the annual auditor of the Company. During the
Reporting Period, the Audit Committee has convened three sessions, reviewed the Company’s
financial statements and the preliminary auditing result issued by the annual auditor of the Company,
as well as issued their opinions after the review.
2. Performance of the Remuneration and Appraisal Committee
The Remuneration and Appraisal Committee issued its opinion on annual remuneration of directors,
supervisors and senior management disclosed in 2017 Annual Report on 28 March 2018.
3. Performance of the Nomination Committee
The Nomination Committee issued its opinion on the Company’s changes in independent directors
and secretary of the Board on 26 April 2018.

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

The Company's board of directors assesses, evaluates and employs management teams. The
Company’s chairman and general manager implement the annual salary system, and the annual
salary is composed of basic salary and performance compensation. The shareholder unit formulates
assessment methods for assessment. The other senior management personnel's compensation is
determined based on individual job performance with reference to the total salary of the Company’s
leader; the Company has not implemented equity incentive plan.

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
                                     29 March 2019
control self-evaluation report
Index to the disclosed internal
                                     Internal Control Self-Evaluation Report on www.cninfo.com.cn
control self-evaluation report
Evaluated entities’ combined assets
                                                                                                   96.85%
as % of consolidated total assets
Evaluated      entities’   combined                                                              100.00%

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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                       Annual Report 2018


operating revenue as % of
consolidated operating revenue
                            Identification standards for internal control weaknesses
                                        Weaknesses in internal control over Weaknesses in internal control not
                Type
                                                 financial reporting                 related to financial reporting
                                                                                 The criterion of quality of the
                                                                                 recognition of defects of internal
                                                                                 control      in the non-financial
                                                                                 statements mainly were order of
                                                                                 severity of defect involving
                                                                                 business nature, the direct         or
                                                                                 potential negative influence nature
                                                                                 and the influence scope and other
                                                                                 factors. If the follows events or
                                      The Company in line with the actual indicators occur, there may be
                                      situation, when the follows events or serious or important defects of
                                      indications happen, which means there internal control in the non-financial
                                      probably existing serious or important statements : (1) Lack democratic
                                      defects in the financial report; (1) the decision-making process, if lack
                                      directors, supervisors and senior significant                           problem
                                                                                 decision-making,            important
                                      executives were fraud.(2)Certified
                                                                                 appointment and dismissal of
                                      Public Accountant find that there is a
                                                                                 cadres,       significant      project
                                      significant error in the financial report,
Nature standard                                                                  investment decision-making; usage
                                      however, the internal control did not
                                                                                 of large capital (three important,
                                      discover it when conducting internal
                                                                                 one large); (2) Unscientific
                                      control; ( 3 ) The Audit Committee decision-making process, such as
                                      under the Board and Internal Audit the major decision-making errors,
                                      Service's supervision to the internal has caused a serious property loss
                                      control is invalid. (4) The accounting to the company; (3) Seriously
                                      personnel were without necessary violating                state     laws     and
                                      qualities to complete the preparation regulations; (4) Loss of key
                                      of financial statements.                   management           personnel      or
                                                                                 important talent; (5) Negative news
                                                                                 media appear frequently and
                                                                                 widely spread; (6) The results of
                                                                                 the internal control evaluation
                                                                                 especially large or significant
                                                                                 defects have not been corrected.
                                                                                 (7) Important business systems
                                                                                 lack control rules, or systemic
                                                                                 failure.
                                      Serious defects: the defects, or defect
                                      group may lead to the financial results
                                      misstatement or potential losses >3%
                                                                                 The criterion of quantity of the
                                      of net assets; important defects: 1% of
                                                                                 recognition of defects of internal
                                      net assets "(finance and
accounting) [2017] no. 7, the accounting standards for enterprises no. 23 - transfer of financial assets
(revised in 2017)" (finance and accounting) [2017] no. 8, the accounting standards for enterprises no.
24 - hedging accounting (2017 revision) "(finance and accounting) [2017] 9, On May 2, 2017, the
accounting standards for enterprises no. 37 -- presentation of financial instruments (2017 revision)
(accounting [2017] no. 14) (the above standards are collectively referred to as the "new financial
instruments standards") was issued, and it requires domestic listed companies to take effect as of
January 1, 2019. The company will implement the above new financial instrument standards from
January 1, 2019, and will change relevant accounting policies in accordance with the above new

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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.            Annual Report 2018



financial instrument standards.
The following are the main contents of the accounting policy changes involved:
Under the new financial instruments standard, all recognized financial assets are measured at their
subsequent amortized cost or fair value.
In new financial instruments criterion, based on the company that has both the facts and
circumstances evaluation management of the business model of financial assets, at the time of initial
recognition of financial assets evaluation based on the facts and conditions the contractual cash flow
characteristics on the financial assets, financial assets can be divided into three categories: according
to the amortized cost measurement, measured at fair value and the changes are recorded in other
comprehensive income and measured at fair value and the changes are included in the profits and
losses. Where, for equity instrument investment measured at fair value and whose changes are
included in other comprehensive income, when the financial asset is terminated for recognition, the
accumulated gains or losses previously included in other comprehensive income will be transferred
from other comprehensive income to retained income and will not be included in current profit and
loss.
Under the new financial instrument standards, based on the expected credit loss, the company will
make provision for and recognize the credit impairment loss for the financial asset measured at
amortized cost, the debt instrument investment measured at fair value and its changes included in
other comprehensive income, the leasing receivables, the contract asset and the financial guarantee
contract.


Note 13 Other material facts
On 14 September, 2016, the Group plan the reorganization of material assets.The Group announced
it intended to buy 100% stock equity of Evergrande real estate group co., LTD by issue shares or cash
payment on 14 October, 2016.Guangzhou chiron real estate co., LTD will become the controlling
shareholder of the company after the acquisition
The restructuring of material assets is still in process as scheduled by the financial report day.



Note 14 Notes to Items in the Financial Statements of the Company
14.1 Accounts receivable
 (1) Accounts receivable by categories
                 Category                                              Closing balance


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                                   Annual Report 2018



                                                  Carrying amount                            Bad debt provision                Book Value
                                                  Amount                (%)                  Amount                (%)
Accounts receivable of which provision for
                                                                  --          --                       --                 --                  --
bad debts is of individually significant
Accounts receivable of which provision for
                                                 12,133,489.69 100.00                    6,968,694.02               57.43          5,164,795.67
bad debts is of individually insignificant
                      Total                      12,133,489.69 100.00                    6,968,694.02               57.43          5,164,795.67
(Continued)
                                                                                   Opening balance
                    Category                       Carrying amount                           Bad debt provision                Book Value
                                                  Amount                 (%)                  Amount                (%)
Accounts receivable of which provision for
                                                                  --               --                       --            --                  --
bad debts is of individually significant
Accounts receivable of which provision for
                                                 11,450,768.19           100.00              6,968,694.02           60.86          4,482,074.17
bad debts is of individually insignificant
                      Total                      11,450,768.19           100.00              6,968,694.02           60.86          4,482,074.17
①Bad debt provision of accounts receivable which is of individually significant
   Content of accounts                           Amount of         Proportion of
                               Carrying amount                                                      Reasons for the provision
         receivable                               bad debt             provision
House pay to be collected        11,221,159.00 6,968,694.02                   62.10            A separate provision is established
                                                                                             according to the recoverability of each
Rental to be collected              912,330.69               --                         --     receivable with long aging and little
                                                                                                                 retrievability.
            Total                12,133,489.69 6,968,694.02                   57.43
② Accounts receivable by aging balance
                                                      Closing balance                                            Opening balance
                      Item
                                                  Amount                       (%)                     Amount                        (%)
Within 1 year                                      1,105,116.03                              9.11           398,804.69                      3.48
1-2 years                                            140,732.69                              1.16           293,033.67                      2.56
2-3 years                                            293,033.67                              2.42           241,725.80                      2.11
Over 3 years                                      10,594,607.30                          87.32        10,517,204.03                        91.85
                      Total                       12,133,489.69                         100.00        11,450,768.19                     100.00
 (2) There were no any account receivables that had been fully or at a great proportion rate accrued
for bad debt but had been fully collected or reversed back in the current period.
(3) There were no any significant accounts receivables written off in the current period.
(4) Top 5 entities with the largest balances of accounts receivable



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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                       Annual Report 2018



                                Relationship                                Proportion of the amount
    Name of entity                               Amount           Age                                        Bad debt provision
                               with the Group                                    to the total AR (%)
                                                                   Within
Corporation No.1           Un-related party                                                        16.46                       --
                                                1,997,219.11        1year
                                                                   Within
Individual No.1            Un-related party                                                         9.89          1,200,000.00
                                                1,200,000.00        1year
Corporation No.2               Related party    1,185,689.73 Over 5year                             9.77                       --
                                                 886,362.09        Within
Individual No.2            Un-related party                                                         7.31            788,139.98
                                                                    1year
Individual No.3            Un-related party      876,864.11 Over 5year                              7.23            876,864.11
         Total                                  6,146,135.04                                       50.66          2,865,004.09
14.2 Other receivables
                  Item                               Closing balance                            Opening balance
 Interest receivable                                               2,380,301.11                                               --
 Dividends receivables                                                           --                            169,393,952.18
 Other receivables                                               767,994,548.73                                899,872,523.90
                  Total                                          770,374,849.84                              1,069,266,476.08
(1) Interest receivable
                  Item                               Closing balance                            Opening balance
 Time deposits                                                          97,801.11                                             --
 Structured deposit                                                2,282,500.00                                               --
                  Total                                            2,380,301.11                                               --
(2) Other receivables by categories
                                                                                Closing balance
                   Category                            Carrying amount                Bad debt provision         Book Value
                                                       Amount             (%)          Amount          (%)
Accounts receivable of which provision for
                                                   1,546,671,462.05       98.76 786,391,511.59 50.84 760,279,950.46
bad debts is of individually significant
Accounts receivable of which provision for
                                                      19,416,027.99         1.24 11,701,429.72 60.27              7,714,598.27
bad debts is of individually insignificant
                       Total                       1,566,087,490.04 100.00 798,092,941.31 50.96 767,994,548.73


(Continued)
                                                                                Opening balance
                   Category                            Carrying amount                Bad debt provision         Book Value
                                                       Amount             (%)          Amount          (%)


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                          Annual Report 2018



                                                                                   Opening balance
                   Category                               Carrying amount              Bad debt provision             Book Value
                                                          Amount             (%)         Amount            (%)
Accounts receivable of which provision for
                                                    1,677,928,020.15         89.27 786,391,511.59 46.87 891,536,508.56
bad debts is of individually significant
Accounts receivable of which provision for
                                                          20,037,445.06      10.73 11,701,429.72 58.40                 8,336,015.34
bad debts is of individually insignificant
                       Total                        1,697,965,465.21 100.00 798,092,941.31 47.00 899,872,523.90

①Bad debt provision of accounts receivable which is of individually significant
                                                                                     Proportion of
 Content of accounts receivable      Carrying amount Amount of bad debt                                 Reasons for the provision
                                                                                       provision
Other receivables between
                                                                                                         A separate provision is
subsidiaries that are included in    1,418,074,761.81           658,127,505.34               46.41
                                                                                                        established according to
consolidated statement
                                                                                                        the recoverability of each
Other receivables between
                                                                                                          receivables with long
subsidiaries that are not
                                        128,596,700.24          128,264,006.25               99.74            aging and little
included in consolidated
                                                                                                                 retrievability
statement
              Total                  1,546,671,462.05            786,391,511.59              50.84                    —

②Bad debt provision of other receivables which is of individually insignificant
                                                                                     Proportion of
  Content of other receivables      Carrying amount Amount of bad debt                                  Reasons for the provision
                                                                                      provision
Other receivables between
subsidiaries that are included in          4,386,459.34                        --                  --
                                                                                                        A separate provision is
consolidated statement
                                                                                                        established according to
Other receivables between
                                                                                                        the recoverability of each
subsidiaries that are not
                                             237,648.82             189,179.82               79.60 receivable with long aging
included in consolidated
                                                                                                        and little retrievability
statement
Others                                 14,791,919.83            11,512,249.90                77.83
              Total                    19,416,027.99            11,701,429.72                60.27


③Other receivables by aging balance
                      Item                                 Closing balance                           Opening balance


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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.                Annual Report 2018



                                                 Amount             (%)               Amount                (%)
Within 1 year                                 158,202,023.94              10.10       74,844,951.68                 4.40
1-2 years                                      73,851,395.97                4.72     309,985,757.96               18.26
2-3 years                                     310,307,057.96              19.81      128,716,633.75                 7.58
Over 3 years                                1,023,727,012.17              65.37    1,184,418,121.82               69.76
                    Total                   1,566,087,490.04           100.00      1,697,965,465.21            100.00

(2) There were no any other receivables which had been accrued fully or large proportion provision but
had been fully collected or reversed back in this accounting year.
(4) Top 5 entities with the largest balances of other receivables
                                                                                   Proportion of        Bad debt
                            Relationshi
                                                                                   the amount to        provision
        Name of Entity      p with the           Amount             Age
                                                                                   the total OR
                              Group
                                                                                       (%)
                                               11,968,785.20      1-2 years
 Fresh Peak Enterprise
                            Subsidiary           9,689,866.22     2-3 years               34.50       508,377,320.74
 Co., Ltd
                                             518,703,253.29     Over 3years
                                             137,318,202.51     Within 1 year
 Shantou Huafeng
                                              73,328,902.56       1-2 years
 Estate Development         Subsidiary                                                    40.10                      --
                                             170,323,464.83       2-3 years
 Co., Ltd
                                             247,106,776.63     Over 3years
 American Great Wall
                            Subsidiary       101,379,954.81     Over 3years                  6.47     101,379,954.81
 Co., Ltd
 Canada Great
 Wall( Vancouver ) Co.,     Subsidiary        89,035,748.07     Over 3years                  5.69      89,035,748.07
 Ltd
                                                 2,698,208.95     1-2 years
 Fresh Peak Holding
                            Subsidiary           2,184,455.92     2-3 years                  5.73                    --
 Ltd.
                                              84,817,588.05     Over 3years
            Total                          1,448,555,207.04          —                   92.50       698,793,023.62




14.3 Long-term equity investments
(1) Long-term equity investments by types
    Item                       Closing balance                                      Opening balance


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 ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.           Annual Report 2018



                                 Provision for                                     Provision for
                 Book balance                      Book value      Book balance                    Book value
                                  impairment                                       impairment
Investment in
                 304,045,949.42 69,155,382.25 234,890,567.17 317,578,928.40 69,155,382.25 248,423,546.15
subsidiaries
Investment in
associates and 22,341,261.07 21,947,051.67            394,209.40     22,393,912.73 21,947,051.67      446,861.06
joint ventures
     Total       326,387,210.49 91,102,433.92 235,284,776.57 339,972,841.13 91,102,433.92 248,870,407.21




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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.             Annual Report 2018



(2)investment in subsidiaries
                                                                                      Curr. year    Curr. year                               Curr. year        Closing balance of
                     Name of investee                           Opening balance                                       Closing balance
                                                                                      Increase      decrease                            impairment provision impairment provision
Shenzhen City Property Management Ltd.                               12,821,791.52           --                  --    12,821,791.52                      --                   --
Shenzhen Petrel Hotel Co. Ltd.                                       20,605,047.50           --                  --    20,605,047.50                      --                   --
Shenzhen City Shenfang Investment Ltd.                                 9,000,000.00          --                  --      9,000,000.00                     --                   --
Fresh Peak Enterprise Ltd.                                              556,500.00           --                  --       556,500.00                      --                   --
Fresh Peak Zhiye Co., Ltd.                                           22,717,697.73           --                  --    22,717,697.73                      --                   --
Shenzhen Special Economic Zone Real Estate (Group)
                                                                     20,000,000.00           --                  --    20,000,000.00                      --                   --
Guangzhou Property and Estate Co., Ltd.
Shenzhen Zhen Tung Engineering Ltd                                   11,332,321.45           --                  --    11,332,321.45                      --                   --
American Great Wall Co., Ltd                                           1,435,802.00          --                  --      1,435,802.00                     --                   --
Shenzhen City Shenfang Free Trade Trading Ltd.                         4,750,000.00          --                  --      4,750,000.00                     --                   --
Shenzhen City Hua Zhan Construction Management Ltd.                    6,000,000.00          --                  --      6,000,000.00                     --                   --
QiLu Co.,Ltd                                                            212,280.00           --                  --       212,280.00                      --                   --
Beijing Shenfang Property Management Co., Ltd.                          500,000.00           --                  --       500,000.00                      --                   --
Shenzhen Lain Hua Industry and Trading Co., Ltd.                     13,458,217.05           --                  --    13,458,217.05                      --                   --
Shenzhen City SPG Long Gang Development Ltd.                         30,850,000.00           --                  --    30,850,000.00                      --                   --
Beijing Fresh Peak Property Development Management
                                                                     64,183,888.90           --                  --    64,183,888.90                      --                   --
Limited Company
Shantou City Huafeng Real Estate Devepment Co., Ltd                  30,000,000.00           --    13,532,978.98       16,467,021.02                      --                   --
Paklid Limited                                                          201,100.00           --                  --       201,100.00                      --         201,100.00



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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.             Annual Report 2018



                                                                                      Curr. year    Curr. year                               Curr. year        Closing balance of
                     Name of investee                           Opening balance                                       Closing balance
                                                                                      Increase      decrease                            impairment provision impairment provision
Bekaton Property Limited                                                906,630.00           --                  --       906,630.00                      --         906,630.00
Shenzhen Shenfang Department Store Co. Ltd.                            9,500,000.00          --                  --      9,500,000.00                     --       9,500,000.00
Shantou Fresh Peak Building                                          58,547,652.25           --                  --    58,547,652.25                      --      58,547,652.25
                           Total                                    317,578,928.40           --    13,532,978.98      304,045,949.42                      --      69,155,382.25

          The detail of decrease in current year is in Note 8.1 Equities in the subsidiaries




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(3)Investment in associates and joint ventures
                                                                                  Changes in this period
                                                                                                         Adjustments of
                                       Opening                                           Investment                       Changes
        Name of investee                                  Add             Reduce                             other
                                           balance                                      income under                      of other
                                                      investment investment                              comprehensive
                                                                                        equity method                      equity
                                                                                                            income
I.Joint ventures
Guangdong Huizhou Luofu Hill
                                      9,969,206.09                   --           --                --               --          --
Mineral Water Co., Ltd
Fengkai Xinghua Hotel                 9,455,465.38                   --           --                --               --          --
             Subtotal               19,424,671.47                    --           --                --               --          --
II. Associates
Shenzhen Runhua Automobile
                                      1,445,425.56                   --           --                --               --          --
Trading Co., Ltd
Shenzhen Ronghua Jidian Co.,
                                      1,523,815.70                   --           --        -52,651.66               --          --
Ltd
             Subtotal                 2,969,241.26                   --           --        -52,651.66               --          --
                 Total              22,393,912.73                    --           --        -52,651.66               --          --

(Continued)
                                                     Changes in this period                                      Closing balance
          Name of investee                 Cash dividend or Provision for                       Closing balance of impairment
                                                                                       Others
                                            profit declared      impairment                                          provision
I.Joint ventures
Guangdong        Huizhou    Luofu   Hill
                                                          --                 --            --     9,969,206.09       9,969,206.09
Mineral Water Co., Ltd
Fengkai Xinghua Hotel                                     --                 --            --     9,455,465.38       9,455,465.38
                 Subtotal                                 --                 --            --    19,424,671.47 19,424,671.47
II. Associates
Shenzhen         Runhua     Automobile
                                                          --                 --            --     1,445,425.56       1,445,425.56
Trading Co., Ltd
Shenzhen Ronghua Jidian Co., Ltd                          --                 --            --     1,471,164.04       1,076,954.64
                 Subtotal                                 --                 --            --     2,916,589.60       2,522,380.20
                   Total                                  --                 --            --    22,341,261.07 21,947,051.67

14.4 Operating income and costs

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(1) Operating income and operating costs
                                     Amount for the current period                  Amount for the prior period
           Item
                                     Income                  Costs                Income                   Costs
Principal operating                 229,634,645.39        48,332,118.70           258,399,695.90          110,765,857.06
Other operating                          47,904.78                      --            198,761.94                        --
           Total                    229,682,550.17        48,332,118.70           258,598,457.84          110,765,857.06

(2)Principal operating activities (classified by industries)
                                     Amount for the current period                  Amount for the prior period
Name of industry
                               Operating income        Operating costs       Operating income         Operating costs
Real estate                          158,790,845.73          22,268,415.66       193,968,032.91            87,249,112.03
Leasing                               70,843,799.66          26,063,703.04        64,431,662.99            23,516,745.03
          Total                      229,634,645.39          48,332,118.70       258,399,695.90           110,765,857.06

(3) Principal operating activities (classified by geographical areas)
Name of geographical                 Amount for the current period                  Amount for the prior period
area                          Operating income        Operating costs        Operating income         Operating costs
Shenzhen                            229,634,645.39           48,332,118.70     258,399,695.90           110,765,857.06
           Total                    229,634,645.39           48,332,118.70     258,399,695.90           110,765,857.06

14.5 Investment income
(1) Details of investment income
                            Item                              Amount for the current period Amount for the prior period
Investment income from long-term investments under
                                                                                                         169,393,952.18
cost method
Investment income from long-term investments under
                                                                                 -52,651.66                    54,902.00
equity method
Investment     income   on      disposal    of   long-term
                                                                                                           -3,587,831.69
              investments
Investment income from available-for-sale financial
                                                                                827,100.00                    650,000.00
assets during the holding period
                                                                             16,347,157.53
                            Total                                            17,121,605.87               166,511,022.49




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Note15. Supplementary Materials
15.1 Breakdown non-recurring profit or loss
                                                           Items                                                               Amount for the current period   Statement
Profit or loss on disposal of non-current assets                                                                                                 -69,739.73                --
Tax refunds or reductions with ultra vires approval or without official approval documents                                                                --               --
Government grants recognized in profit or loss (other than grants which are closely related to the Company’s business
                                                                                                                                                  10,243.00                --
and are either in fixed amounts or determined under quantitative methods in accordance with the national standard)
Income earned from lending funds to non-financial institutions and recognized in profit or loss                                                           --               --
The excess of attributable fair value of identifiable net assets over the consideration paid for the acquisition of
                                                                                                                                                          --               --
subsidiaries, associates and joint ventures
Profit or loss on exchange of non-monetary assets                                                                                                         --               --
Profit or loss on entrusted investments or assets management                                                                                 16,347,157.53                 --
Impairment losses on assets due to force majeure events, e.g, natural disasters                                                                           --               --
Profit or loss on debt restructuring                                                                                                                      --               --
Entity restructuring expenses, e.g., expenditure for layoff of employees, integration expenses, etc.                                                      --               --
Profit or loss attributable to the evidently unfair portion of transaction price, being transacted price in excess of fair
                                                                                                                                                          --               --
transaction price, of a transaction
Net profit or loss of subsidiaries from the beginning of the period up to the business combination date recognized as a
                                                                                                                                                          --               --
result of business combination of enterprises under common control
Profit or loss arising from contingencies other than those related to normal operating business                                                           --               --
Profit or loss on changes in the fair value of held-for-trade financial assets, and held-for-trade financial liabilities and
financial assets available-for-sale, other than those used in the effective hedging activities relating to normal operating                               --               --
business

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                                                             Items                                                             Amount for the current period   Statement
Reversal of provision for account receivables that are tested for impairment losses individually                                                          --               --
Profit or loss on entrusted loans                                                                                                                         --               --
Profit or loss on changes in the fair value of investment properties that are subsequently measured using the fair value
                                                                                                                                                          --               --
model
Effects on profit or loss of one-off adjustment to profit or loss for the period according to the period requirements of tax
                                                                                                                                                          --               --
laws and accounting laws and regulations
Custodian fees earned from entrusted operation                                                                                                            --               --
Other non-operating income or expenses other than the above                                                                                     891,652.84                 --
Other profit or loss that meets the definition of non-recurring profit or loss                                                                            --               --
Subtotal                                                                                                                                     17,179,313.64                 --
Tax effects                                                                                                                                   -4,171,184.84                --
Effects attributable to minority interests (after tax)                                                                                                    --               --
                                                              Total                                                                          13,008,128.80                 --




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Note:”+” means income or gain and “-” means loss or expense
The Group defines items as non-recurring profit or loss items according to “Information Disclosure and
Presentation Rules for Companies Making Public Offering of Securities No.1---Non-recurring Profit or
Loss”(CSRC No.[2008]43)
15.2 Return rate of net assets and earning per share
                                                     Weighted return           Earning per share (yuan / stock)
          Profit the in the reporting year              rate of net
                                                                               Basic EPS             Diluted EPS
                                                         assets(%)
 Net profit attributable to common stockholders                    16.35                 0.4977                   0.4977
Less: Net profit attributable to common
                                                                   15.93                 0.4848                   0.4848
stockholders after deducting non-recurring losses

15.3Differences between amounts prepared under foreign accounting standards and China
Accounting Standards (CAS)
Differences in the net profit and net assets between those disclosed in the financial statements in
compliance with International / Hongkong Finance Reporting Standards and CAS
                             Net profit attributable to shareholders of listed Net assets attributable to shareholders
                                              companies t                               of listed companies
                            Amount for the current    Amount for the prior     Amount for the     Amount for the prior
                                     period                    period           current period           period
In accordance with CASs             503,498,831.60          184,988,512.42 3,332,259,641.39         2,828,242,120.98
In accordance with IFRS             503,498,831.60          184,988,512.42 3,332,259,641.39         2,828,242,120.98




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                 Part XII Documents Available for Reference
1. The financial statements signed and sealed by the legal representative, the head of
financial affairs and the head of the financial arm;
2. The original copy of the Independent Auditor’s Report signed and sealed by the CPAs, as
well as sealed by the CPA firm; and
3. The originals of all the Company’s documents and announcements which were disclosed
on Securities Time, China Securities Journal and Ta Kung Pao (HK) during the Reporting
Period.




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