ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE &
PROPERTIES (GROUP) CO., LTD.
ANNUAL REPORT 2021
2022-006
March 2022
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
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.
Liu Zhengyu, chairman of the Company’s Board, Wang Jianfei, the Company’s Chief
Financial Officer, 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.
Certain descriptions about the Company’s operating plans or work arrangements for the
future mentioned in this Report and its summary, the implementation of which is subject to
various factors, shall NOT be considered as promises to investors. Therefore, investors are
reminded to exercise caution when making investment decisions.
The Company is subject to the information disclosure requirements for the real estate
industry in the Disciplinary and Regulatory Guideline No. 3 of the Shenzhen Stock Exchange
for Listed Companies—Industry-specific Information Disclosure.
Risks facing the Company have been explained in detail in “XI Prospects” in “Part III
Management Discussion and Analysis” herein.
The Board has approved a final dividend plan as follows: based on the total share capital of
1,011,660,000 shares, a cash dividend of RMB0.88 (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 2021
Table of Contents
Part I Important Notes, Table of Contents and Definitions ........................................................... 2
Part II Corporate Information and Key Financial Information ................................................... 6
Part III Management Discussion and Analysis ............................................................................. 11
Part IV Corporate Governance ...................................................................................................... 41
Part V Environmental and Social Responsibility .......................................................................... 66
Part VI Significant Events ............................................................................................................... 68
Part VII Share Changes and Shareholder Information ............................................................... 77
Part VIII Preferred Shares .............................................................................................................. 84
Part IX Bonds ................................................................................................................................... 85
Part X Financial Statements ........................................................................................................... 86
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Documents Available for Reference
1. The financial statements with the personal signatures and stamps of the Company’s legal
representative, Chief Financial Officer and head of the financial department;
2. The original of the Auditor’s Report with the stamp of the CPA firm, as well as the personal
signatures and stamps of the CPAs; and
3. The originals of all the documents and announcements disclosed by the Company on Securities
Times, China Securities Journal and Ta Kung Pao during the Reporting Period.
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Definitions
Term Definition
The State-owned Assets Supervision and Administration Commission of the
“Shenzhen SASAC” or the “Municipal SASAC”
People’s Government of Shenzhen Municipal
SIHC Shenzhen Investment Holdings Co., Ltd.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
The “Company”, the “Group”, “SPG” or “we”
and its consolidated subsidiaries, except where the context otherwise requires
Shenzhen Property Management Shenzhen Property Management Co., Ltd.
Petrel Hotel Shenzhen Petrel Hotel Co., Ltd.
Zhentong Engineering Shenzhen Zhentong Engineering Co., Ltd.
Huazhan Construction Supervision Shenzhen Huazhan Construction Supervision Co., Ltd.
Jianbang Group Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd.
Chuanqi Real Estate Development Shenzhen SPG Chuanqi Real Estate Development Co., Ltd.
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Part II Corporate Information and Key Financial Information
I Corporate Information
Stock name SPG, SPG-B Stock code 000029, 200029
Stock exchange for stock
Shenzhen Stock Exchange
listing
Company name in Chinese 深圳经济特区房地产(集团)股份有限公司
Abbr. 深房集团
Company name in English (if
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
any)
Abbr. (if any) SPG
Legal representative Liu Zhengyu
Registered address 45/F-48/F, SPG Plaza, Renmin South Road, Luohu District, Shenzhen, Guangdong, P.R.China
Zip code 518001
Changes of the registered
N/A
address
Office address 47/F, SPG Plaza, Renmin South Road, Luohu District, Shenzhen, Guangdong, P.R.China
Zip code 518001
Company website http://www.sfjt.com.cn
Email address spg@163.net
II Contact Information
Board Secretary Securities Representative
Name Luo Yi Hong Lu
47/F, SPG Plaza, Renmin South Road, 47/F, SPG Plaza, Renmin South Road,
Address Luohu District, Shenzhen, Guangdong, Luohu District, Shenzhen, Guangdong,
P.R.China P.R.China
Tel. （86 755）25108897 （86 755）25108837
Fax （86 755）82294024 （86 755）82294024
Email address spg@163.net spg@163.net
III Media for Information Disclosure and Place where this Report Is Lodged
Stock exchange website where this Report is disclosed Shenzhen Stock Exchange (http://www.szse.cn/)
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Domestic: Securities Times, China Securities Journal, and
Newspaper and website where this Report is disclosed http://www.cninfo.com.cn
Overseas: Ta Kung Pao (HK)
47/F, SPG Plaza, 3005 Renmin South Road, Luohu District, Shenzhen,
Place where this Report is lodged
Guangdong, P.R.China
IV Change to Company Registered Information
Unified social credit code 91440300192179585N (unified social credit code)
Change to principal activity of the
No change
Company since going public (if any)
On 24 March 1999, the controlling shareholder was changed from Shenzhen
Every change of controlling shareholder Investment Management Co., Ltd. to Shenzhen Construction Investment Holdings Co.,
since incorporation (if any) Ltd. And on 14 February 2006, it was changed to Shenzhen Investment Holdings Co.,
Ltd.
V Other Information
The independent audit firm hired by the Company:
Name Grant Thornton China
Office address 5/F, Sci-Tech Plaza, 22 Jianguomenwai Avenue, Chaoyang District, Beijing
Accountants writing signatures Zhao Juanjuan and Jiang Xiaoming
The independent sponsor hired by the Company to exercise constant supervision over the Company in the Reporting Period:
□ Applicable √ Not applicable
The independent financial advisor hired by the Company to exercise constant supervision over the Company in the Reporting Period:
□ Applicable √ Not applicable
VI Key Financial Information
Indicate by tick mark whether there is any retrospectively restated datum in the table below.
□ Yes √ No
2021-over-2020
2021 2020 2019
change (%)
Operating revenue (RMB) 1,320,790,648.45 1,615,009,713.88 -18.22% 2,548,740,319.49
Net profit attributable to the listed 220,836,309.93 290,229,772.23 -23.91% 552,452,307.59
company’s shareholders (RMB)
Net profit attributable to the listed 208,306,710.37 253,595,334.11 -17.86% 524,204,812.66
company’s shareholders before
exceptional gains and losses (RMB)
Net cash generated from/used in -1,205,952,107.94 285,164,013.17 -522.90% 603,607,724.75
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
operating activities (RMB)
Basic earnings per share (RMB/share) 0.2183 0.2869 -23.91% 0.5461
Diluted earnings per share 0.2183 0.2869 -23.91% 0.5461
(RMB/share)
Weighted average return on equity 5.72% 7.81% -2.09% 15.90%
(%)
Change of 31
December 2021 over
31 December 2021 31 December 2020 31 December 2019
31 December 2020
(%)
Total assets (RMB) 6,182,498,050.43 4,936,916,746.74 25.23% 4,909,669,536.09
Equity attributable to the listed 3,938,260,291.97 3,797,512,488.22 3.71% 3,666,874,569.99
company’s shareholders (RMB)
Indicate by tick mark whether the lower of the net profit attributable to the listed company’s shareholders before and after exceptional
gains and losses was negative for the last three accounting years, and the latest independent auditor’s report indicated that there was
uncertainty about the Company’s ability to continue as a going concern.
□ Yes √ No
Indicate by tick mark whether the lower of the net profit attributable to the listed company’s shareholders before and after exceptional
gains and losses was negative.
□ Yes √ No
VII Accounting Data Differences under China’s Accounting Standards for Business
Enterprises (CAS) and International Financial Reporting Standards (IFRS) and Foreign
Accounting Standards
1. Net Profit and Equity under CAS and IFRS
√ Applicable □ Not applicable
Unit: RMB
Net profit attributable to the listed company’s Equity attributable to the listed company’s
shareholders shareholders
2021 2020 Ending amount Beginning amount
Under CAS 220,836,309.93 290,229,772.23 3,938,260,291.97 3,797,512,488.22
Adjusted as per IFRS
Under IFRS 220,836,309.93 290,229,772.23 3,938,260,291.97 3,797,512,488.22
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
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 415,282,352.53 279,315,865.94 272,065,605.11 354,126,824.87
Net profit attributable to the listed
88,040,167.60 44,406,954.54 29,640,906.70 58,748,281.09
company’s shareholders
Net profit attributable to the listed
company’s shareholders before 87,395,877.39 44,042,111.19 29,576,289.10 47,292,432.69
exceptional gains and losses
Net cash generated from/used in
303,456,191.73 -588,996,943.19 -978,555,623.09 58,144,266.61
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 2021 2020 2019 Note
Gain or loss on disposal of non-current
assets (inclusive of impairment allowance -13,451.61 11,429.23
write-offs)
Government subsidies charged to current
profit or loss (exclusive of government
subsidies consistently given in the
1,669,479.40 3,370,769.21 1,168,127.90
Company’s ordinary course of business at
fixed quotas or amounts as per government
policies or standards)
Gain or loss on assets entrusted to other 13,024,710.91 15,217,058.60 31,425,651.98 Purchase of currency
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
entities for investment or management fund
Reversed portions of impairment allowances
for receivables which are tested individually 482,790.04
for impairment
Non-operating income and expense other
1,542,604.01 29,009,657.60 1,118,861.69
than the above
Other gains and losses that meet the
1,237,002.86
definition of exceptional gain/loss
Interest income from undue structured
3,950,685.00
deposits
Less: Income tax effects 4,176,533.19 12,211,479.38 9,415,831.64
Total 12,529,599.56 36,634,438.12 28,247,494.93 --
Details of other gains and losses that meet the definition of exceptional gain/loss:
□ Applicable √ Not applicable
No such cases for the Reporting Period.
Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item listed in the Explanatory Announcement No.
1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gain/Loss Items:
□ Applicable √ Not applicable
No such cases for the Reporting Period.
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Part III Management Discussion and Analysis
I Industry Overview for the Reporting Period
The Company is subject to the information disclosure requirements for the real estate industry in the Disciplinary and Regulatory
Guideline No. 3 of the Shenzhen Stock Exchange for Listed Companies—Industry-specific Information Disclosure.
In order to achieve the central government's target of stabilizing land and housing prices as well as market
expectations, real estate regulators have successfully implemented a series of policies, including "three red lines",
real estate loan concentration management mechanism in 2020 and "concentrated supply of land" in 2021. These
policies resulted in a significant difference between different districts in the same city and an overall stable and
slow trend in nationwide real estate market.
II Principal Activity of the Company in the Reporting Period
The Company is subject to the information disclosure requirements for the real estate industry in the Disciplinary and Regulatory
Guideline No. 3 of the Shenzhen Stock Exchange for Listed Companies—Industry-specific Information Disclosure.
The Company primarily develops residential properties, with its available-for-sale projects mainly located in
Shenzhen and Shantou during the Reporting Period. Meanwhile, two new projects have been launched, one in
Huizhou, which is close to Shenzhen, and another in Guangming District, Shenzhen. In Shenzhen, the Chuanqi
Donghu Mingyuan project and the Cuilinyuan project both completed construction and have started the hand-over
and move-in process, with some remnant units still available for sale. In Shantou, the Tianyuewan project
completed construction in June 2021, with Phase I around 80% sold cumulatively and Phase II around 20%. In
mid May 2021, the Company completed the acquisition of a controlling stake in the Linxinyuan project (located in
Huizhou, close to Shenzhen), which resumed construction in late June 2021 and has kicked off pre-sale for Phase
I in mid December 2021. Additionally, the Company won the bid for the right to use the state-owned Land Lot No.
A511-0039 in Guangming District, Shenzhen in late September 2021, with construction kicking off in mid
January 2022.
New additions to the land bank:
Consideratio
Floor area The Total land n of the
Name of land Planned use How the land
Location Site area（㎡） with plot Company’s price Company’s
lot or project of land is obtained
ratio （㎡） interest (RMB’0,000) interest
(RMB’0,000)
Changbu
Linxinyuan Village,
(previously Xinxu Town, Commercial
the Huiyang and 198,676.60 397,353.20 Acquisition 51.00% 60,667 45,000
“Linxijun” District, residential
project) Huizhou
City,
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Guangdong
Province
Southeast
corner of the
junction of
Mingzheng
Commercial
Road and
SPG and Bidding at an
Deya Road, 10,721.07 53,605.00 100.00% 96,500
Guangmingli residential, auction
Guangming
type 2
Street,
Guangming
District,
Shenzhen
Cumulative land bank:
Floor area available for
Name of project/area Site area（0,000 ㎡） Floor area（0,000 ㎡）
development（0,000 ㎡）
Xinfeng Building in Shantou 0.59 2.66 2.66
Linxinyuan Phase II 2.57 7.72 7.72
Linxinyuan Phase III 4.31 9.57 9.57
Linxinyuan Phase IV 3.23 6.45 6.45
SPG Guangmingli 1.07 5.36 5.36
Total 11.77 31.76 31.76
Development status of major projects:
Time Planned Floor
Cumulat Expecte Cumulat
for floor area
The ively d total ive
commen % % area complet
City/reg Name of Locatio Compan Site area complet investm investm
Status cement develop construc with ed in the
ion project n y’s （㎡） ed floor ent ent
of ed ted plot Current
interest area (RMB’0 (RMB’0
construc ratio Period
（㎡） ,000) ,000)
tion （㎡） （㎡）
Tianyue Chaoya 1
Complet 100.00 100.00
Shantou wan ng October 100% 33,362 127,770 127,770 127,770 65,485 64,597
ed % %
Phase II District 2018
Framew
Linxiny
ork in 11 June
Huizhou uan Huiyang 51.00% 77% 77.00% 64,278 159,761 0 0 115,750 89,044
construc 2021
Phase I
tion
SPG Guangm Foundat 19
Shenzhe 100.00
Guangm ing ion pit January - 10,721 53,605 - - 151,758 99,395
n %
ingli District being 2022
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
built
Sales status of major projects:
Pre-sale/ Pre-sale/
Floor
Cumulati sales Floor sales
area
Floor vely revenue Cumulati area revenue
The Floor pre-sold/
area pre-sold/ generate vely settled in settled in
City/regi Name of Compan area with sold in
Location Status available sold in the settled the the
on project y’s plot ratio the
for sale floor Current floor Current Current
interest （㎡） Current
（㎡） area Period area (㎡) Period Period
Period
（㎡） (RMB’0, （㎡） (RMB’0,
（㎡）
000) 000)
Chuanqi
Shenzhe Donghu Luohu Ready
100.00% 55,727 32,857 32,440 7,160 48,361 30,012 14,169 70,662
n Mingyua District for sale
n
Shenzhe Cuilinyu Longgan Ready
100.00% 60,111 56,137 51,969 35 161 51,969 338 1,148
n an g District for sale
Tianyue
Chaoyan Ready
Shantou wan 100.00% 153,470 160,372 114,462 14,951 7,967 92,524 15,531 8,008
g District for sale
Phase I
Tianyue
Chaoyan On
Shantou wan 100.00% 127,770 137,059 17,004 15,829 9,174 11,517 11,517 6,159
g District pre-sale
Phase II
Linxinyu
Huiyang On
Huizhou an Phase 51.00% 159,761 159,761 844 844 1,018
District pre-sale
I
Rental status of major projects:
The Company’s Rentable area Cumulative Average
Name of project Location Use
interest （㎡） rented area （㎡） occupancy rate
Real Estate Shenzhen Commercial
100.00% 3,413.88 3,413.88 100.00%
Mansion
North Block of Shenzhen Commercial
Guoshang 100.00% 4,819.71 4752.98 98.62%
Mansion
Petrel Building Shenzhen Commercial 100.00% 22,475.47 22,475.47 100.00%
SPG Plaza Shenzhen Office building 100.00% 61015.82 36667.96 60.09%
SPG Plaza Shenzhen Commercial
100.00% 19886.3 16123.49 81.08%
Podium
Wenjin Garden Shenzhen Commercial 100.00% 3,531.60 3,531.60 100.00%
Primary land development:
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
□ Applicable √ Not applicable
Financing channels:
Financing cost Maturity structure
Ending balance of
Financing channel range/average
financings Within 1 year 1-2 years 2-3 years Over 3 years
financing cost
Development strategy and operating plan for the coming year:
Please refer to “XI Prospects” in this part of the Report.
Provision of guarantees for homebuyers on bank mortgages:
√ Applicable □ Not applicable
Guarantee amou
Project Guarantee period Note
nt (RMB’0,000)
Cuilinyuan Until the property ownership certificate is 2,802.31
registered as collateral and handed over to bank for
keeping
Chuanqi Donghu Until the property ownership certificate is 2,924.43
Mingyuan registered as collateral and handed over to bank for
keeping
Tianyuewan Until the property ownership certificate is 33,511.08
registered as collateral and handed over to bank for
keeping
Total 39,237.82
Joint investments by directors, supervisors and senior management and the listed company (applicable for such investments where
the directors, supervisors and senior management are the major source of investment):
√ Applicable □ Not applicable
As % of the Compatibility of
Type of Investment As % of total Cumulative Disinvestme
Project peak of project actual investment
investor amount (RMB) investment returns nt
funds and returns
Director,
Linxinyuan
supervisor or
(previously the
senior 8,950,000.00 39.25% 0.90% 0.00 N/A N/A
“Linxijun”
management of
project)
the Company
III Core Competitiveness Analysis
As a pioneer of real estate development enterprises in Shenzhen, the Company has created a number of "first
places" in the history of real estate development in China. For example, the first to use the paid state-owned land,
the first to introduce the foreign investment for the cooperative land development, the first to raise development
funds by means of pre-sale of buildings, the first to carry out public bidding for construction projects in
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
accordance with international practices, the first to set up a property management company to the buildings and
residences developed in an all-rounded manner, the first to win the bid in the auction of land use rights held in the
Shenzhen Special Economic Zone, etc.
Over the past 40 years, the company has developed more than 100 high-rise buildings, 500 multi-storey residential
buildings, and 400 garden villas, with a cumulative building area of more than 4 million square meters. It has paid
great efforts to the establishment of a modern enterprise HR management system and works hard in building a
professional and high-quality development team. It also keeps improving the management mechanism and
processes for project development. As a result, its planning, construction, cost control, sales ability and brand
image have been effectively improved. More importantly, its main business operation ability and core
competitiveness have been greatly enhanced.
In 2021, the Company were granted the titles of “Socially Responsible Company” and “Honest Company” in
the real estate world of Shenzhen.
IV Core Business Analysis
1. Overview
In 2021, in the face of many challenges such as the ever-changing environment, the pandemic, the economic
downturn and the intensifying market competition, the Company’s management team conscientiously
implemented the decisions and deployment of the controlling shareholder, the CPC Committee of the Group and
the Board of Directors, led the working staff to unite as one, stay determined and focus on operation and
management, and completed all tasks in an all-round way, achieving a good start for the “14th Five-Year Plan”.
The development of the Company became more stable, more high-quality and more resilient. The main
achievements in the past year are as follows:
(I) Impressive results in major corporate events by seizing opportunities and preventing risks
1. New breakthroughs in project expansion
The Company actively promoted the expansion of main business projects. In mid-May, it successfully completed
the acquisition of Linxinyuan Project in Huizhou. On 28 September, it participated in the second-round auction of
Shenzhen’s “concentrated supply of land” for 2021 and successfully won the bid for No. A511-0039 land in
Guangming District, Shenzhen at the reserved price. Throughout the year, the new capacity development area
totaled 450,000 square meters, injecting new momentum for the Company’s sustainable development.
2. New progress in project construction
First, the Company completed the completion acceptance for Longgang Project and Shantou Tianyuewan Phase II
Project in April and June, respectively. Second, in Huizhou, the Company recovered the construction for
Linxinyuan Project at the end of June and the project was opened for sale in early December. Third, the land of
SPG Guangmingli Project was acquired at the end of September and the construction started smoothly in
mid-January 2022.
3. New achievements in real estate sales
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
In 2021, 307 units of the Company’s main business projects were sold in initial subscription, with a sales area of
38,729 square meters and a sales amount of RMB676 million, including 69 units in Shenzhen (with a sales area of
7,923 square meters and a sales amount of RMB504 million) and 238 units in Shantou (with a sales area of 30,806
square meters and a sales amount of RMB172 million).
4. New actions in quality and efficiency improvement
First, the Company successfully completed the tourism transformation of Petrel Hotel. Second, the Company
completed the signing of the equity transfer agreement for Shenzhen Property Management. Third, the Company
introduced high-end pharmaceutical, medical and medical aesthetic companies such as Shenzhen Luohu Hospital
Group, and actively made a plan for creating an SPG Plaza-centric “comprehensive health eco-economic industry
complex”. Fourth, the equity transfer of Yunnan Kunpeng Air Service Co., LTD. was listed on The Stock
Exchange of Hong Kong Limited. Fifth, steady progress was made in clearing out zombie companies and
disposing of and reducing losses.
5. New explorations for future development
First, the Company actively conducted research on its future development and formulated the Quality
Improvement Action Plan to provide action guidelines for the Company’s future development. Second, the
Company made studies and demonstrations of new industry markets, and actively sought target projects with
strategic synergies in the industry. Third, the Company enhanced communication with capital platforms in the
SASAC system to solicit support in aspects such as strategic consulting and project expansion, and explore
industry fund cooperation.
6. New guarantees for safety and stability
First, the Company thoroughly implemented safe production accountability, established sound policies of safety
management, and intensified efforts on checking and rectifying potential safety hazards, thereby maintaining
stable production safety throughout the year. Second, the Company adhered to regular pandemic prevention and
control with targeted measures, fulfilled all work requirements of the CPC Shenzhen Municipal Committee, the
Shenzhen Municipal People’s Government, the Municipal SASAC and the controlling shareholder, and saw
responsibilities were fulfilled by all the stakeholders. As a result, a steady situation of pandemic prevention and
control was guaranteed. Third, the Company coordinately focused on stability maintenance of petitioning and
public opinion monitoring to create a harmonious and stable environment for business operation and development.
(II) Gratifying achievements in business management by strengthening the foundation and making up for
deficiencies
1. Continuous improvement of corporate governance
The Company fully revised and improved policies including the Rules of Procedure of the CPC Committee and
the List of Major Business Operation and Management Matters for the CPC Committee to Study and Discuss. By
making the CPC Committee’s studies and discussions a prerequisite for the decision-making of major issues by
the Board of Directors and the management team, the Company strictly controlled its major decision-making
processes. Additionally, the Company revised/formulated 42 policies related to corporate governance and internal
management, and compiled them into a book to build a more scientific and sounder policy system, constantly
improving the level of corporate governance. It continued to promote the development of a comprehensive risk
management system and organized all units to carry out internal control self-assessment, which consolidated the
foundation for the steady development of the Company.
2. Practical effectiveness of financial management
First, the Company successfully completed the distribution of profits for 2020 and paid cash dividends to all
shareholders, achieving normal cash dividends for three consecutive fiscal years. Second, the Company attained
capital gains of more than RMB40 million through negotiated deposits, monetary funds and other means
16
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
throughout the year. Third, the Company thoroughly cleaned up its receivables and recovered nearly RMB20
million of overdue receivables. Fourth, the Company was active in coordination and communication. It completed
the land appreciation tax refund process for Longgang Project and received a tax refund of more than RMB70
million. Fifth, the Company overcame difficulties and completed the mortgage bank cooperation negotiations for
Linxinyuan Project in Huizhou, obtaining a mortgage of RMB800 million to provide support for project sales.
3. Breakthroughs in addressing issues left over from history
The Company actively took measures to speed up the execution of cases such as those involving Fresh Peak
Property, Sandao and Golden Times, with more than RMB1.7 million recovered. It also kept promoting the
special work of historical housing payment collection. A total of more than RMB1.5 million in arrears was
recovered throughout the year.
4. Good results in cost control
The Company continued to strictly control project development costs. It implemented full cost, whole process,
and penetration management, and paid close attention to the budget and final accounting of major projects.
Throughout the year, the Company prepared 32 budgets and the reduction rate of budget amount was 2.08%; 27
settlement audits were completed and the reduction rate of settlement amount was 5.34%.
5. Steady growth in lease business
The Company promoted lease property through multiple channels. Throughout the year, a total of 109 lease
contracts were newly signed or renewed, covering an area of 33,000 square meters; the Company’s cumulative
lease revenue reached 107.6% of the annual target, a year-on-year increase of 33%.
6. Orderly development of human resources work
The Company explored the establishment of a sound incentive/constraint mechanism, and organized employee
co-investment in Linxinyuan Project in Huizhou, so as to stimulate employees’ enthusiasm and creativity. It
actively carried out human resources management and enriched the cadre and staff teams. It also completed the
work for full coverage of special review of personnel files efficiently with quality and quantity assured in
accordance with the requirements of the Organization Department of the CPC Shenzhen Municipal Committee
and SIHC.
7. Solid progress in audit supervision
The Company actively carried out internal audit supervision. It completed the audit and assessment filing for the
capital verification based on physical inventory of Linxinyuan Project in Huizhou and Yunnan Kunpeng Air
Service Co., LTD., conducted special inspections of the capital safety management of subordinated enterprises,
and organized and coordinated the investment control audit team to complete the special audit of Tianyuewan
Project in Shantou, empowering the stable and healthy development of the Company.
(III) New momentum to the development of subordinated enterprises by stabilizing operation and
overcoming difficulties
1. Business performance
Affected by factors such as the economic downturn, industry regulation and the pandemic, the Shantou branch of
the Company, Petrel Hotel and Zhentong Engineering operated under pressure. Shenzhen Property Management
and Huazhan Construction Supervision overcame many difficulties and adverse factors, paid close attention to
operation, and achieved their annual business objectives.
2. Business management
Shenzhen Property Management successfully completed the re-certification for its management system and
carried out the special action of garbage sorting in communities. Its management level was improved to a certain
extent. Petrel Hotel standardized its operating process and organized special training such as sales and etiquette,
promoting its services to a higher level. Zhentong Engineering successfully obtained the Grade B qualification for
17
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
curtain wall design, which created good hardware conditions for business expansion. Huazhan Construction
Supervision strengthened on-site supervision to effectively guarantee project safety and project quality. The
Shantou branch of the Company intensified efforts on project cost control, thereby effectively reducing project
costs. Jianbang Group coordinately advanced different tasks including development, construction, marketing, and
promotion, with practical results achieved.
3. Market expansion
Zhentong Engineering made great efforts to develop external markets and signed 57 projects. Petrel Hotel
introduced the internet-famous shop project and successfully leased out some properties that had been vacant for a
long time. Huazhan Construction Supervision successfully won the bid for the supervision project of the Tigo
Semiconductor Memory Industry Base.
(IV) A clean and righteous atmosphere that enables entrepreneurs to focus on business development by
working on Party building and fostering harmony
1. Solid progress in Party building
The CPC Committee of the Company created new methods to promote the provision and effectiveness of Party
history education. Party organizations at all levels in the system integrated the education of the Party history into
everyday life. Adhering to the problem-orientated concept, the Company continuously led the practice of “I do
practical things for the masses” in depth and donated property management equipment to support happy
community building. With a strict and pragmatic approach, it consolidated the development of community-level
Party organizations, normalized and institutionalized the study by the Theoretical Center Team of the CPC
Committee, and earnestly carried out all tasks of the “Five Ones” project in the education of Party members.
2. Furthering deepening of clean and honest Party conduct development
The Company fully implemented the joint deployment, implementation, inspection, and assessment of clean and
honest Party conduct development and business operation. It gave full play to the synergy of the big supervision
system, facilitated the integration of different supervision measures, focused on the main business and primary
responsibilities, and effectively ensured that all tasks in the annual list of tasks for development of clean and
honest Party conduct and anti-corruption work, as well as key points of annual supervision, were implemented.
On the occasion of the 100th anniversary of the founding of the Party, the Company enhanced honesty publicity
and education, solidly organized the discipline education and learning month, strengthened work style
development, promoted the positive energy of honesty, and created a clean and righteous atmosphere that enables
entrepreneurs to focus on business development.
3. Great vitality of corporate culture development
Throughout the year, the Company organized more than 150 football, tennis, badminton, table tennis, yoga and
other interest group and sports activities, enriching employees’ lifestyle after work. The Company successfully
held the “SPG Cup” Table Tennis Invitational Competition, and carried out the “Zouhongqiao”, “Employee
Collective Birthday Party”, visits to Linxinyuan Project in Huizhou, and other activities, creating a sound
environment where the Company builds platforms and the employees participate, enhancing corporate
cohesiveness.
2. Revenue and Cost Analysis
(1) Breakdown of Operating Revenue
Unit: RMB
2021 2020 Change (%)
18
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
As % of total As % of total
Operating revenue operating revenue Operating revenue operating revenue
(%) (%)
Total 1,320,790,648.45 100% 1,615,009,713.88 100% -18.22%
By operating division
Property sales 876,161,088.60 66.34% 1,158,411,393.81 71.73% -24.37%
Engineering and
200,259,571.16 15.16% 251,454,463.43 15.57% -20.36%
construction
Property
162,526,580.18 12.31% 151,968,675.51 9.41% 6.95%
management
Rental service 81,791,161.56 6.19% 63,254,584.48 3.92% 29.30%
Other 15,776,937.12 1.19% 12,215,550.30 0.76% 29.15%
Eliminated internal
transactions and -15,724,690.17 -1.19% -22,294,953.65 -1.38% -29.47%
accounts
By product category
Residential units 875,153,000.99 66.26% 1,157,620,917.61 71.68% -24.40%
Shops and parking
1,008,087.61 0.08% 790,476.20 0.05% 27.53%
lots
Other 460,354,250.02 34.85% 478,893,273.72 29.65% -3.87%
Eliminated internal
transactions and -15,724,690.17 -1.19% -22,294,953.65 -1.38% -29.47%
accounts
By operating segment
Guangdong Province 1,308,786,001.07 99.09% 1,613,933,749.67 99.93% -18.91%
Other regions in
27,096,812.69 2.05% 22,531,905.61 1.40% 20.26%
China
Overseas 632,524.86 0.05% 839,012.25 0.05% -24.61%
Eliminated internal
transactions and -15,724,690.17 -1.19% -22,294,953.65 -1.38% -29.47%
accounts
By marketing model
Principal operations 1,320,738,401.50 100.00% 1,625,089,117.23 100.62% -18.73%
Other 15,776,937.12 1.19% 12,215,550.30 0.76% 29.15%
Eliminated internal
transactions and -15,724,690.17 -1.19% -22,294,953.65 -1.38% -29.47%
accounts
19
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
(2) Operating Division, Product Category or Operating Segment Contributing over 10% of Operating
Revenue or Operating Profit
√ Applicable □ Not applicable
Unit: RMB
YoY change in YoY change in
Operating Gross profit YoY change in
Cost of sales operating revenue gross profit
revenue margin cost of sales (%)
(%) margin (%)
By operating division
Property sales 876,161,088.60 292,260,823.05 66.64% -24.37% -24.61% 0.11%
Engineering and
200,259,571.16 186,409,100.14 6.92% -20.36% -23.76% 4.16%
construction
Property
162,526,580.18 145,898,235.49 10.23% 6.95% 4.26% 2.31%
management
By product category
Residential units 875,153,000.99 292,183,630.99 66.61% -24.40% -24.57% 0.08%
Shops and
1,008,087.61 77,192.06 92.34% 27.53% -73.44% 29.11%
parking lots
By operating segment
Guangdong
1,308,786,001.07 799,028,972.30 38.95% -18.91% 0.00% -24.50%
Province
By marketing model
Core business data of the prior year restated according to the changed statistical caliber for the Reporting Period:
□ Applicable √ Not applicable
(3) Whether Revenue from Physical Sales Is Higher than Service Revenue
√ Yes □ No
Operating division Item Unit 2021 2020 Change (%)
Sales volume RMB’0,000 69,045 38,767 78.10%
Property sales Output RMB’0,000 204,708 15,616 1,210.89%
Inventory RMB’0,000 403,220 121,599 231.60%
Any over 30% YoY movements in the data above and why:
√ Applicable □ Not applicable
Compared with 2020, the year 2021 saw growth and breakthroughs in property development, sales and investment.
20
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
(4) Execution Progress of Major Signed Sales or Purchase Contracts in the Reporting Period
□ Applicable √ Not applicable
(5) Breakdown of Cost of Sales
By operating division
Unit: RMB
2021 2020
Operating
Item As % of total cost As % of total cost Change (%)
division Cost of sales Cost of sales
of sales (%) of sales (%)
Property sales 292,260,823.05 43.86% 387,659,747.71 48.13% -24.61%
Engineering and
186,409,100.14 27.97% 244,511,214.58 30.35% -23.76%
construction
Property
145,898,235.49 21.90% 139,937,487.12 17.37% 4.26%
management
Rental service 35,545,938.32 5.33% 35,984,852.34 4.47% -1.22%
Other 22,151,678.03 3.32% 11,611,768.12 1.44% 90.77%
Eliminated
internal
-15,917,413.55 -2.39% -14,196,621.19 -1.76% 12.12%
transactions and
accounts
Total 666,348,361.48 100.00% 805,508,448.68 100.00% -17.28%
Note:
Affected by markets and development cycles, property sales and construction both experienced a year-on-year drop.
(6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period
√ Yes □ No
See “VI Changes to the scope of consolidation” in “Part X Financial Statements”.
(7) Major Changes to the Business Scope or Product or Service Range in the Reporting Period
□ Applicable √ Not applicable
(8) Major Customers and Suppliers
Major customers:
Total sales to top five customers (RMB) 58,130,053.77
Total sales to top five customers as % of total sales of the
4.45%
Reporting Period (%)
21
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Total sales to related parties among top five customers
0.00%
as % of total sales of the Reporting Period (%)
Information about top five customers:
Sales revenue contributed for
No. Customer As % of total sales revenue (%)
the Reporting Period (RMB)
1 Legal person A 15,319,118.77 1.17%
2 Legal person B 11,483,285.27 0.88%
3 Legal person C 11,167,029.09 0.86%
4 Legal person D 10,532,814.03 0.81%
5 Legal person E 9,627,806.61 0.74%
Total -- 58,130,053.77 4.45%
Other information about major customers:
□ Applicable √ Not applicable
Major suppliers:
Total purchases from top five suppliers (RMB) 89,911,678.31
Total purchases from top five suppliers as % of total
34.81%
purchases of the Reporting Period (%)
Total purchases from related parties among top five
suppliers as % of total purchases of the Reporting Period 12.00%
(%)
Information about top five suppliers:
Purchase in the Reporting
No. Supplier As % of total purchases (%)
Period (RMB)
1 Legal person A 30,985,550.60 12.00%
2 Legal person B 32,704,335.85 12.66%
3 Legal person C 10,113,649.04 3.92%
4 Legal person D 8,196,092.74 3.17%
5 Legal person E 7,912,050.08 3.06%
Total -- 89,911,678.31 34.81%
Other information about major suppliers:
□ Applicable √ Not applicable
3. Expense
Unit: RMB
2021 2020 Change (%) Reason for any significant change
Selling expense 42,737,748.22 55,989,397.22 -23.67%
22
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Administrative expense 98,307,831.60 93,616,226.75 5.01%
Finance costs -18,083,491.01 -21,505,685.05 15.91%
4. R&D Investments
□ Applicable √ Not applicable
5. Cash Flows
Unit: RMB
Item 2021 2020 Change (%)
Subtotal of cash generated from
1,805,846,506.24 1,783,707,997.05 1.24%
operating activities
Subtotal of cash used in
3,011,798,614.18 1,498,543,983.88 100.98%
operating activities
Net cash generated from/used in
-1,205,952,107.94 285,164,013.17 522.90%
operating activities
Subtotal of cash generated from
799,855,541.48 1,019,824,221.85 -21.57%
investing activities
Subtotal of cash used in
1,751,621,932.29 749,215.31 233,694.20%
investing activities
Net cash generated from/used in
-951,766,390.81 1,019,075,006.54 -193.40%
investing activities
Subtotal of cash generated from
266,256,968.76 76,893,995.94 246.26%
financing activities
Subtotal of cash used in
164,908,415.94 218,571,160.17 -24.55%
financing activities
Net cash generated from/used in
101,348,552.82 -141,677,164.23 155.44%
financing activities
Net increase in cash and cash
-2,056,810,291.67 1,161,914,166.47 -277.02%
equivalents
Explanation of why any of the data above varies significantly:
√ Applicable □ Not applicable
Cash used in operating activities increased substantially year-on-year, primarily because property investment and development
increased.
Net cash generated from investing activities decreased primarily due to the purchase of financial products for investment purposes.
Net increase in cash and cash equivalents decreased substantially year-on-year, primarily due to investment in property project.
Reason for any big difference between the net operating cash flow and the net profit for this Reporting Period
√ Applicable □ Not applicable
There is a big difference between the net operating cash flow and the net profit for the year, primarily due to the long time span
23
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
between property development, sales and revenue recognition.
V Analysis of Non-Core Businesses
□ Applicable √ Not applicable
VI Analysis of Assets and Liabilities
1. Significant Changes in Asset Composition
Unit: RMB
31 December 2021 1 January 2021 Change in
As a % of As a % of percentag Reason for any significant change
Amount Amount
total assets total assets e (%)
564,358,824.63 9.13% 2,687,465,070. 54.44% -45.31%
Monetary assets Purchase of project stake and land
01
Accounts 61,048,785.11 0.99% 59,590,944.06 1.21% -0.22%
receivable
4,034,933,562.62 65.26% 1,220,464,112. 24.72% 40.54% New project and new addition to land
Inventories
56 bank
Investment 588,865,777.16 9.53% 616,365,621.53 12.48% -2.95%
property
Long-term equity 272,168.28 0.00% 377,489.65 0.01% -0.01%
investments
Fixed assets 23,920,424.55 0.39% 28,039,978.43 0.57% -0.18%
Right-of-use 365,351.97 0.01% 0.00% 0.01%
assets
Short-term 50,440,116.24 0.82% 76,893,995.94 1.56% -0.74%
borrowings
Contract 199,965,490.08 3.23% 196,786,977.19 3.99% -0.76%
liabilities
Lease liabilities 125,920.77 0.00% 0.00% 0.00%
Taxes payable 600,497,936.70 9.71% 459,709,646.95 9.31% 0.40% Land value-added tax provision
581,377,415.64 9.40% 277,105,129.74 5.61% 3.79% Borrowing to project company from
Other payables
minority shareholder
Indicate whether overseas assets account for a high proportion of total assets.
□ Applicable √ Not applicable
24
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
2. Assets and Liabilities at Fair Value
√ Applicable □ Not applicable
Unit: RMB
Gain/loss on Cumulative
Impairment
fair-value fair-value Purchased in Sold in the
Beginning allowance for Other Ending
Item changes in the changes the Reporting Reporting
amount the Reporting changes amount
Reporting charged to Period Period
Period
Period equity
Financial
assets
4.
Investments
36,322,704.
in other 37,510,860.51 -1,188,156.18 4,509,209.49
33
equity
instruments
Subtotal of
36,322,704.
financial 37,510,860.51 -1,188,156.18 4,509,209.49
33
assets
Total of the 36,322,704.
37,510,860.51 -1,188,156.18 4,509,209.49
above 33
Financial
0.00 0.00
liabilities
Other change
Significant changes to the measurement attributes of the major assets in the Reporting Period:
□ Yes √ No
3. Restricted Asset Rights as at the Period-End
Item Ending carrying value Reasons for restriction
Accounts receivable 50,440,116.24 Put in pledge for short-term borrowings
Monetary assets 3,500,000.00 Frozen in a lawsuit case
Monetary assets 5,674,439.78 Project of public facilities inside and
surrounding the urban renewal project of
Longgang District,
Shenzhen-construction funds
Total 59,614,556.02 --
25
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
VII Investments Made
1. Total Investment Amount
√ Applicable □ Not applicable
Total investment amount in the Reporting Total investment amount in last year
Change (%)
Period (RMB) (RMB)
2,047,080,000.00 205,660,000.00 895.37%
2. Significant Equity Investments Made in the Reporting Period
√ Applicable □ Not applicable
Unit: RMB
Whet
her
Name Invest
Inve Inve invol
of Sharehol Fundin ment Date of Disclos
Main stme stme Status as on the ved
investe Invested ding g Partne Produc Predicte return disclos ure
busin nt nt date of the balance in
e amount percenta Resour rs t type d return in the ure (if index
esses meth Dura sheet any
enterpri ge ces current any) (if any)
ods tion legal
se period
action
s
Ownership Announ
transfer cement
formalities were on
completed in mid Progres
May 2021. s on
Jianbang Group Acquisi
Guang has been included tion of
Guangd
zhou in the Company’s 51% of
ong
Bopi consolidated Equity
Jianban
Real Enterp Reside financial in
g
estate acqu rise ntial statements. The -6,422, Guangd
Group 450,000, Self-o 637,500, 15 May
devel isitio 51.00% Manag - units Linxinyuan 929.28 Yes ong
(Huiya 000.00 wned 000.00 2021
opme n ement and project developed Jianban
ng)
nt Consul shops by Jianbang g
Industri
ting Group has Group
al Co.,
Co., resumed (Huiya
Ltd.
Ltd. construction in ng)
late June 2021, Industri
with Phase I al Co.,
kicking off Ltd.
pre-sale in mid (No.:
December 2021. 2021-0
Currently, the 20)
26
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Company is disclose
operating as d on
planned. www.c
ninfo.c
om.cn
Announ
cement
on
Progres
s on
Incorpo
Shenzh
Incorporation ration
en SPG
formalities were of
Chuanq Real Reside
completed on 29 1 Wholly
i Real estate Inco ntial
995,000, Self-o October 2021. 335,670, -626,4 Novem -owned
Estate devel rpor 100.00% - - units No
000.00 wned This project has 000.00 68.85 ber Subsidi
Develo opme ated and
started 2021 ary
pment nt shops
construction in (No.
Co.,
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48)
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1,445,00 973,170, -70493
Total -- -- -- -- -- -- -- -- -- -- --
0,000.00 000.00 98.13
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.
27
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
5. Use of Funds Raised
□ Applicable √ Not applicable
No such cases in the Reporting Period.
VIII Sale of Major Assets and Equity Interests
1. Sale of Major Assets
□ Applicable √ Not applicable
No such cases in the Reporting Period.
2. Sale of Major Equity Interests
√ Applicable □ Not applicable
Amo
unt
cont
Amou
ribut
nt
ed
contrib
by
uted
the
by the
sale
equity
to
interes
net
ts to Rel
inco Own Executed
net ate
me ershi as
Selling incom d-p Relationship Index to
of p scheduled
Equity price e of arty between disclose
Count Date Effect of the sale the Pricing fully or not, if Disclos
interes (RMB the tran counterparty d
erparty of sale on the Company Com principle trans not, state ure date
ts sold ’0,000 Comp sact and the informat
pany ferre reason and
) any ion Company ion
as a d or actions
from or
perc not taken
period not
enta
-begin
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ning to
the
date of
Com
sale
pany
(RMB
’s
’0,000
net
)
inco
me
(%)
28
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Shenzhen
Announ
This transaction is International
cement
in line with the Trade Center
on the
Company’s Property
Progress
development Management
of the
strategies and is Co., Ltd.
Related-
conducive to the (hereinafter
party
Company’s further referred to as
Transact
optimization and The “ITC Property
ion
adjustment of its transactio Management”
regardin
100% industry structure, n price is ) is a
Shenz g the
of enrichment of determine wholly-owned
hen Transfer
equity capital reserves, d based subsidiary of
Interna of 100%
interes expansion of new on the net ShenZhen
tional of
ts of profit growth asset Properties &
Trade 11 Equity
Shenz areas, and valuation Resources 15
Center Februa 19,667 0.00 Interests
hen 334.69 continuous assessed Yes Development Yes Yes Februar
Proper ry .67 % of
Proper improvement of its by the (Group) Ltd. y 2022
ty 2022 Shenzhe
ty quality. Proceeds evaluatio “hereinafter
Manag n
Manag from this equity n agency referred to as
ement Property
ement transfer will be on the “SZPRD” and
Co., Manage
Co., carried forward in base date both SZPRD
Ltd. ment
Ltd. 2022 and will have of 30 and the
Co.,
a positive impact June Company are
Ltd.
on the cash flows 2021. majority-owne
(No.:
of the Company. d subsidiaries
2022-00
The specific of Shenzhen
1)
impact is subject Investment
disclose
to the annual Holdings Co.,
d on
auditing result Ltd. Thus, an
www.cn
issued by the audit association
info.co
firm. relationship is
m.cn
formed.
IX 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
Guangdong Subsidiary Development 2,800,000.00 1,194,312,56 -7,511,961.3 -8,490,635.4 -6,422,929.2
29
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Jianbang of real estate 2.50 5 4 8
Group
(Huiyang)
Industrial
Co., Ltd.
Shenzhen
SPG Chuanqi
Development 30,000,000.0 994,623,335. 994,373,531.
Real Estate Subsidiary -826,235.27 -626,468.85
of real estate 0 62 15
Development
Co., Ltd.
Shenzhen
SPG
Development 30,000,000.0 265,395,040. 124,744,977. 28,911,854.2 10,236,841.3
Longgang Subsidiary 9,645,676.62
of real estate 0 07 43 8 1
Development
Co., Ltd.
Shantou
SEZ, Wellam
FTY, Development 91,226,120.4 170,626,252. 122,561,035.
Subsidiary 1,008,087.61 251,183.65 170,289.40
Building of real estate 4 25 98
Development
, Co., Ltd.
Shantou
Huafeng Real
Development 80,000,000.0 978,047,725. 21,038,772.4 141,667,875.
Estate Subsidiary 542,656.62 397,168.52
of real estate 0 92 5 10
Development
Co., Ltd.
Great Wall
Development 18,201,422.1 -80,904,534.
Estate Co., Subsidiary 2,051,146.00 632,524.86 -284,455.30 -284,455.30
of real estate 3 73
Inc. (U.S.)
Shenzhen
Installation
Zhentong 10,000,000.0 122,011,401. 19,822,359.6 201,876,257. -6,226,318.9 -4,786,992.9
Subsidiary and
Engineering 0 31 7 29 0 8
maintenance
Co., Ltd.
Shenzhen
Property Property 100,916,928. 35,164,476.4 163,141,074.
Subsidiary 7,250,000.00 4,514,075.45 3,346,927.48
Management management 47 1 63
Co., Ltd.
Shenzhen
30,000,000.0 49,219,742.7 39,446,188.2 17,378,195.0 -3,539,934.3 -2,703,299.9
Petrel Hotel Subsidiary Hotel Service
0 2 2 7 5 1
Co., Ltd.
Shenzhen
Subsidiary Construction 8,000,000.00 10,639,068.8 10,035,220.9 3,214,530.36 111,097.51 99,035.57
Huazhan
30
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Construction supervision 6 1
Supervision
Co., Ltd.
Xin Feng Investment
413,340,621. -132,382,885
Enterprise Subsidiary and 502,335.00 1,285,471.06 1,285,471.06
60 .12
Co., Ltd. management
Subsidiaries obtained or disposed in the Reporting Period:
√ Applicable □ Not applicable
Influence on overall production and
Name Way of gaining and disposing subsidiaries
operation as well as performance
The real estate project company is
Guangdong Jianbang Group (Huiyang) currently under the development and
Share acquisition
Industrial Co., Ltd. construction and will be carried forward in
2023.
It is currently in the initial stage of
Shenzhen SPG Chuanqi Real Estate
Newly established development and construction and will be
Development Co., Ltd.
carried forward in 2024.
Information about major majority- and minority-owned subsidiaries:
1. In May 2021, through the payment of consideration of RMB450 million, the Group acquired 51% equity interest in Guangdong
Jianbang Group (Huiyang) Industrial Co., Ltd. The project company will develop the Linxingyuan Project with a gross site area of
200,000 square meters and a total capacity building area of 0.4 million square meters, which will be developed in four phases and is
expected to achieve revenue of RMB6 billion and total profit of approximately RMB1.8 billion from 2023 to 2025. The Group has
control over the project company, which will be included in the scope of consolidation in May 2021.
2. In October 2021, the Company won the bid for a land plot in Guangming District and established the project company Shenzhen
SPG Chuanqi Real Estate Development Co., Ltd. to be responsible for the development and construction of the land.
3. The subordinate subsidiaries engaged in real estate development also include: Shenzhen SPG Longgang Development Co., Ltd.,
Shantou SEZ, Wellam FTY, Building Development, Co., Ltd., Shantou Huafeng Real Estate Development Co., Ltd. The Cuilinyuan
project developed by Shenzhen SPG Longgang Development Co., Ltd. brought forward RMB29 million in 2021 (the percentage of
accumulative sales carried forward was 95%), accounting for 2.19% of the Company's operating revenue. Jinyedao and
YuejingDongfang developed by Shantou SEZ, Wellam FTY, Building Development, Co., Ltd. left a few amount of remaining
buildings for sale. And Shantou Huafeng Real Estate Development Co., Ltd. was responsible for the development of Tianyuewan
project (divided into Phase I and Phase II). Tianyuewan Phase I was opened for sale in October 2016 and completed in December
2019. The Phase II started construction in November 2018 and was completed at the end of June 2021. The overall sales progress is
relatively slow with an accumulated sales rate of about 72% for Phase I and 13% for Phase II.
4. Shenzhen Zhentong Engineering Co., Ltd. was engaged in the business of building installation and maintenance with the 2021
operating revenues of RMB202 million and of 15.28% to the operating revenues of the Company.
5. Shenzhen Property Management Co., Ltd was engaged in the industry of property management. The 2021 operating revenues was
of RMB163 million that was of 12.35% to the operating revenues of the Company.
6. The 2021 net profit of Xin Feng Enterprise Co., Ltd. was of RMB1.29 million which mainly due to the changes of exchange rate
and it conducts no business.
7. The 2021 net profit of Shenzhen Petrel Hotel Co., Ltd. was of RMB-2.7 million which mainly due to the epidemic.
31
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
X Structured Bodies Controlled by the Company
□ Applicable √ Not applicable
XI Prospects
(I) Industrial Pattern and Trend
The state continues to uphold the principle that “houses are for living in, not for speculating on”, encourages both
housing purchase and renting, and implements city-specific policies to promote a virtuous circle and the healthy
development of the real estate industry. Under the continuous control of multiple financial regulatory policies, the
real estate enterprises have gradually shifted their development goals from “quantity first” to “quality first”. The top
enterprises with high qualities, as a result, will be easy to get more resources, and a new industry competition
landscape will be presented.
(II) Potential Risks and Countermeasures
1. Macroeconomic risks and countermeasures
The real estate industry has a greater correlation with the macroeconomy and is more influenced by the
macroeconomic cycle. At present, along with the accelerated rate of global vaccination and the lifting of
lockdown measures in various countries, the global economic recovery has been significantly enhanced, but the
world economic situation remains complicated and severe due to the repeated ups and downs of the pandemic and
frequent variants of the virus. The Company will continue to pay attention to the international and domestic
macroeconomic situation and actively adjust its business strategy.
2. Industry regulation risks and countermeasures
Under the guidance of "housing is for living in, not for speculation", the regulation and control policies are
progressive. The market is entering a period of adjustment and the industry is entering a stage of profound
changes. The development of the Company is undergoing new tests. The Company will continue to deepen its
research on industry policies, follow the national strategies, innovate its operating model and optimize its
development method. At the same time, the Company will conduct research on strategic emerging industries in a
timely manner to explore new areas and cultivate new business models.
3. Business operating risks and countermeasures
Due to the implementation of a series of policies such as the real estate loan concentration management
mechanism and "centralized land supply", it poses new challenges for the Company to expand its development
land reserve. The Company will pay close attention to the market and industry policy changes, formulate targeted
land expansion plans, and The Company will pay close attention to the quality and efficiency improvement of
existing assets, and maintain a good operating revenue scale and performance level.
(III) Development strategy and operating plan
The year 2022 will see the convening of the 20th National Congress of the Communist Party of China. It is also a
crucial year for the Company to deepen its reform. The Company will resolutely implement the decisions and
deployment of the CPC Shenzhen Municipal Committee, the Shenzhen Municipal People’s Government, the
Municipal SASAC, and SIHC. The “Dual Zone” construction in Shenzhen and the policy of deepening the reform
of state-owned assets and enterprises have brought strategic opportunities for the Company to plan for projects
reserves and stabilize operation and management. Correspondingly, the Company will strive to seek new
breakthroughs in its reform and development.
The Company has made an overall operating plan for 2022. Guided by the Xi Jinping Thought on Socialism with
Chinese Characteristics for a New Era, the Company will conscientiously implement the spirit of the 19th
32
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
National Congress of the Communist Party of China, all previous plenary sessions of the 19th Central Committee
of the Communist Party of China, and the Central Economic Work Conference, and take overall planning of
production and operation by Party building and high-quality development. It will stabilize the operation on the
basis of safety management, explore future development directions, and focus on project development and sales
while strengthening the implementation. At the same time, the Company will make efforts in key tasks such as
project financing, quality and efficiency improvement, and risk control. Additionally, the Company will work hard
to improve its internal strength and operate meticulously, making every effort to promote its high-quality
development to a new level.
1. Focus on the main business and continue to build a solid foundation for development
First, the Company will accelerate project construction to ensure the smooth implementation of project
development plans. Second, the Company will fully boost project sales to provide sufficient cash flow and
performance support for its future development. Third, the Company will intensify efforts to research real estate
policies, work on land development surveys, moderately expand the resource reserves of main business projects,
and continually strengthen the foundation for high-quality development.
2. Enhance synergy and actively explore future development directions
First, with the help of intermediary service agencies, the Company will keep strengthening market research on
strategic emerging industries. Second, the Company will continue to enhance communication with the Municipal
SASAC and the controlling shareholder, and strive to achieve strategic synergy with the systems. Third, the
Company will cooperate with system capital platforms to leverage social capital in the form of industry
investment funds and jointly explore business opportunities. Fourth, through fund operation, the Company will
select target projects that generate stable revenue and profits, show great growth potential and can be integrated in
order to steadily increase profits.
3. Improve quality and efficiency, and continuously optimize the industry structure
First, the Company will speed up the collection of equity transfer funds and the transfer of assets and personnel
with respect to Shenzhen Property Management. Second, the Company will sell self-owned properties that do not
have urban renewal qualifications or appreciation potential. Third, the Company will accelerate the equity transfer
of Yunnan Kunpeng Air Service Co., LTD. and recover the investment funds as soon as possible. Fourth, the
Company will continue to clear out zombie companies. Fifth, the Company will keep promoting in-depth
cooperation with the Luohu District People’s Government and Shenzhen Luohu Hospital Group on the theme of
comprehensive health.
4. Make sound overall planning to conduct major works in an orderly fashion
First, the Company will enhance communication with financial institutions, strive to expand financing channels,
flexibly operate different financing instruments, and rationally optimize its asset-debt structure. Second, the
Company will strengthen organizational guarantees, fulfill its responsibilities, and make every effort to solve
problems left over from history. Third, benchmarked against model enterprises, the Company will turn to lean
management, improve rules and regulations continuously, and standardize decision-making procedures in order to
improve the quality of decision-making and fully enhance its comprehensive strength. Fourth, the Company will
maintain team stability, optimize the age structure and knowledge structure of the talent team, and ensure that the
team’s combat effectiveness does not decline and execution power does not lag behind. Fifth, the Company will
take multiple measures to consolidate responsibilities, and intensify efforts to collect arrears. Sixth, the Company
will deeply advance the development of its policies on supervision, inspection and accountability,
comprehensively strengthen the application of supervision results, take accountability and performance
management seriously, and focus on improving execution power to ensure the implementation of all tasks.
33
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
5. Make unremitting efforts on the implementation of different measures for safe production
The Company will unify its thinking, clarify its directions, carry out safe production and petitioning stability
maintenance creatively with high standards closely based on its own reality, and strive to break new grounds in
safety and stability. First, the Company will continue to establish sound policies of safe production management,
strictly implement the accountability system for safe production, intensify efforts on checking potential safety
hazards, and enhance safety governance in major areas. Second, the Company will adhere to regular pandemic
prevention and control with targeted measures by taking various steps and stringent precautions for strictly
preventing and controlling the pandemic to guarantee a steady situation of pandemic prevention and control.
6. Strengthen leadership and work on Party building
Guided by the Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, the Company will
organize the study, publicity and implementation of the spirit of the 20th National Congress of the Communist
Party of China, consolidate and deepen the achievements of Party history education, and incorporate Party history
education into all Party building tasks. On top of that, the Company will strengthen its Party organization
theoretically and organizationally and improve the Party organization’s conduct. Playing a leadership role, the
Party organization will set the right direction, keep in mind the big picture, ensure the implementation of Party
policies and principles, and mobilize and give full play to the exemplary and vanguard role of Party members. The
Company will take a two-pronged approach on both Party building and business operation, effectively integrating
Party leadership into corporate governance to lead to high-quality development of the Company.
XII Communications with the Investment Community such as Researches, Inquiries and
Interviews during the Reporting Period
√ Applicable □ Not applicable
Contents and
Index to main inquiry
Date of visit Place of visit Way of visit Type of visitor Visitor materials
information
provided
Inquired of the
future
development
The Individual
2021-01-07 By telephone Individual plan of the N/A
Company investor
Company, and
didn’t offer
written materials
Inquired of
project sales of
The Individual
2021-01-13 By telephone Individual the Company, N/A
Company investor
and didn’t offer
written materials
Inquired of the
land reserves
The Individual
2021-01-22 By telephone Individual and projects N/A
Company investor
progress of the
Company, and
34
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
didn’t offer
written materials
Inquired of
business
situations and
The Individual strategic
2021-01-25 By telephone Individual N/A
Company investor planning of the
Company, and
didn’t offer
written materials
Inquired of the
future
development
The Individual
2021-02-03 By telephone Individual plan of the N/A
Company investor
Company, and
didn’t offer
written materials
Inquired of
business
situations and
The Individual strategic
2021-02-26 By telephone Individual N/A
Company investor planning of the
Company, and
didn’t offer
written materials
Inquired of
business
The Individual
2021-03-01 By telephone Individual situation, and N/A
Company investor
didn’t offer
written materials
Inquired of the
land reserves
and projects
The Individual
2021-03-02 By telephone Individual progress of the N/A
Company investor
Company, and
didn’t offer
written materials
Inquired of the
future
The Individual
2021-03-18 By telephone Individual development N/A
Company investor
plan of the
Company, and
35
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
didn’t offer
written materials
Inquired of
business
The Individual
2021-03-25 By telephone Individual situation, and N/A
Company investor
didn’t offer
written materials
Inquired of
business
situations and
The Individual strategic
2021-03-30 By telephone Individual N/A
Company investor planning of the
Company, and
didn’t offer
written materials
Inquired of
project sales of
The Individual
2021-04-07 By telephone Individual the Company, N/A
Company investor
and didn’t offer
written materials
Inquired of the
future
development
The Individual
2021-04-16 By telephone Individual plan of the N/A
Company investor
Company, and
didn’t offer
written materials
Inquired of the
land reserves
and projects
The Individual
2021-04-28 By telephone Individual progress of the N/A
Company investor
Company, and
didn’t offer
written materials
Inquired of
business
situations and
The Individual strategic
2021-05-14 By telephone Individual N/A
Company investor planning of the
Company, and
didn’t offer
written materials
36
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Inquired of
project sales of
The Individual
2021-05-18 By telephone Individual the Company, N/A
Company investor
and didn’t offer
written materials
Inquired of the
future
development
The Individual
2021-05-20 By telephone Individual plan of the N/A
Company investor
Company, and
didn’t offer
written materials
Inquired of the
land reserves
and projects
The Individual
2021-06-02 By telephone Individual progress of the N/A
Company investor
Company, and
didn’t offer
written materials
Inquired of
business
situations and
The Individual strategic
2021-06-11 By telephone Individual N/A
Company investor planning of the
Company, and
didn’t offer
written materials
Inquired of
business
situations and
The Individual strategic
2021-06-22 By telephone Individual N/A
Company investor planning of the
Company, and
didn’t offer
written materials
Inquired of
project sales of
The Individual
2021-06-24 By telephone Individual the Company, N/A
Company investor
and didn’t offer
written materials
The Individual Inquired of
2021-06-29 By telephone Individual N/A
Company investor business
37
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
situations and
strategic
planning of the
Company, and
didn’t offer
written materials
Inquired of
project sales of
The Individual
2021-07-07 By telephone Individual the Company, N/A
Company investor
and didn’t offer
written materials
Inquired of
business
situations and
The Individual strategic
2021-07-20 By telephone Individual N/A
Company investor planning of the
Company, and
didn’t offer
written materials
Inquired of the
future
development
The Individual
2021-08-11 By telephone Individual plan of the N/A
Company investor
Company, and
didn’t offer
written materials
Inquired of
project sales and
future
The Individual development
2021-08-19 By telephone Individual N/A
Company investor plan of the
Company and
didn’t offer
written materials
Inquired of
project sales of
The Individual
2021-08-24 By telephone Individual the Company, N/A
Company investor
and didn’t offer
written materials
Inquired of the
The Individual
2021-09-01 By telephone Individual future N/A
Company investor
development
38
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
plan of the
Company, and
didn’t offer
written materials
Inquired of the
future
development
The Individual
2021-09-02 By telephone Individual plan of the N/A
Company investor
Company, and
didn’t offer
written materials
Inquired of the
land reserves
and projects
The Individual
2021-09-15 By telephone Individual progress of the N/A
Company investor
Company, and
didn’t offer
written materials
Inquired of
business
situations and
The Individual strategic
2021-09-23 By telephone Individual N/A
Company investor planning of the
Company, and
didn’t offer
written materials
Inquired of the
future
development
The Individual
2021-10-11 By telephone Individual plan of the N/A
Company investor
Company, and
didn’t offer
written materials
Inquired of
project sales of
The Individual
2021-10-15 By telephone Individual the Company, N/A
Company investor
and didn’t offer
written materials
Inquired of the
The Individual future
2021-10-26 By telephone Individual N/A
Company investor development
plan of the
39
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Company, and
didn’t offer
written materials
Inquired of the
land reserves
and projects
The Individual
2021-11-03 By telephone Individual progress of the N/A
Company investor
Company, and
didn’t offer
written materials
Inquired of
project sales of
The Individual
2021-11-11 By telephone Individual the Company, N/A
Company investor
and didn’t offer
written materials
Inquired of the
future
development
The Individual
2021-11-18 By telephone Individual plan of the N/A
Company investor
Company, and
didn’t offer
written materials
Inquired of the
land reserves
and projects
The Individual
2021-12-07 By telephone Individual progress of the N/A
Company investor
Company, and
didn’t offer
written materials
Inquired of
project sales of
The Individual
2021-12-21 By telephone Individual the Company, N/A
Company investor
and didn’t offer
written materials
Inquired of the
future
development
The Individual
2021-12-29 Field research Individual plan of the N/A
Company investor
Company, and
didn’t offer
written materials
40
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Part IV Corporate Governance
I Basic Situation of Corporate Governance
In accordance with the requirements of the Company Law, the Securities Law, the Code on the Governance of
Listed Companies and other laws and regulations, the Company has been improving its governance structure
continuously, adhering to standardized operation, and an operational mechanism featuring decision-making by the
board of directors, execution by the management team, and supervision by the board of supervisors has been
formed.
During the reporting period, the Company's governance institutions at all levels have carried out their
responsibilities and authorities clearly and definitely and have performed their own functions. At the same time,
they have checked and balanced each other in decision-making, implementation and supervision effectively, and
have operated in a coordinated manner.
(1) Operation of the general meeting of shareholders
The preparation, holding of the annual and extraordinary general meetings of shareholders of the Company as
well as disclosure of the resolutions made at the meetings have been carried out in strict accordance with the
Company Law, the Rules of the General Meeting of Shareholders of Listed Companies of China Securities
Regulatory Commission (CSRC), the Articles of Association and the Rules of Procedure of the General Meeting
of Shareholders of the Company. The notification time of the meeting, the procedure of authorization, the
procedure of convening, the convener, the qualification of the personnel attending the meeting and the voting
procedure of the meeting have all been in line with relevant provisions. An on-site interaction for shareholders has
been set at the shareholders' meeting to ensure that the shareholders, especially the small and medium-sized
shareholders, can exercise their legitimate rights.
(2) Operation of the board of directors
The preparation and holding of the board meeting of the Company and the disclosure of the resolution made at the
meeting have been carried out in strict accordance with the Company Law, the Self-regulation Guidelines for
Listed Companies of Shenzhen Stock Exchange No. 1-Standardized Operation of Listed Companies on the Main
Board, the Articles of Association and the Rules of Procedure of the Board Meeting of the Company. The number
and manning of the board of directors have met the requirements of laws and regulations. The directors have
worked diligently and responsibly, and the board of directors has worked hard in making decisions and setting the
direction for the Company, and has exercised its power in accordance with the requirements for corporate
governance.
(3) Operation of the supervisory committee
The number and manning of the board of supervisors have met the requirements of laws and regulations. All
members of the board of supervisors of the Company have performed their duties diligently and conscientiously.
They have supervised and inspected the important matters of the Company in strict accordance with the Company
Law, the Self-regulation Guidelines for Listed Companies of Shenzhen Stock Exchange No. 1-Standardized
Operation of Listed Companies on the Main Board, the Articles of Association and the Rules of Procedure of the
Board of Supervisors of the Company, exercised the power of supervision effectively, gave a full play to the
supervisory function, have played a substantial role in the operation and management of the Company, and have
protected the legitimate rights and interests of the Company and the shareholders.
(4) Operation at manager level
41
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
The manager level of the Company has performed its duties in strict accordance with the Company Law, the
Self-regulation Guidelines for Listed Companies of Shenzhen Stock Exchange No. 1-Standardized Operation of
Listed Companies on the Main Board, the Articles of Association and the Detailed Working Rules for the General
Manager of the Company. The manager level is responsible for the production, operation and management of the
Company all-roundly. They have performed their duties diligently and conscientiously, and have carried out the
decisions of the board of directors effectively. The members at the manager level have had a clear division of
labor among them, they have worked diligently and conscientiously, and there has not existed any situation of
"control under insiders ".
Indicate by tick market whether there is any material incompliance with laws, administrative regulations and regulations governing
the governance of listed companies issued by the CSRC.
□ Yes √ No
No such cases in the Reporting Period.
II The Company’s Independence from Its Controlling Shareholder and Actual Controller in
Business, Personnel, Asset, Organization and Financial Affairs
(I) In respect of assets, the Company possessed independent and integrated assets and the property of the
Company is transparent.
(II) In respect of personnel, the Company was absolutely independent in management of labor, personnel and
salaries from the controlling shareholders. All the senior executives of the Company took no office title
concurrently and drew no remunerations from the Shareholder Company.
(III) In respect of finance, the Company has independent financial department, independently accounted and paid
taxes according to the law. The Company established a complete accounting system, financial accounting system
and financial administrative systems. The Company opened independent bank accounts.
(IV) In respect of organization, the Board of Directors and the Supervisory Board operated independently. There
existed no superior-inferior relationship between the controlling shareholder and its function department and the
Company.
(V) In respect of business, the Company possessed independent production, supply and sales system.
III Horizontal Competition
√ Applicable □ Not applicable
Relationshi
Company Company Progress and
Type p with the Course Countermeasures
name nature follow-up plan
Company
The Company and For the Company’s Refer to the
ShenZhen Properties & existing business that has Announcement
Shenzhen Resources Development horizontal competition on Receiving the
Horizontal Controlling Investment (Group) Ltd. (hereinafter with ShenZhen Properties Avoiding
Other
competition shareholder Holdings referred to as “SZPRD”) are & Resources Horizontal
Co., Ltd. majority-owned subsidiaries Development (Group) Competition
of Shenzhen Investment Ltd., Shenzhen Commitment
Holdings Co., Ltd. The Investment Holdings Co., Letter from the
42
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Company and SZPRD are Ltd. will, within the scope Controlling
operating real estate permitted by laws and Shareholder (No.:
development and regulations, timely launch 2021-032)
commercial property sales one or several of the disclosed by the
business, which belong to following solutions that is Company on 11
the same industry. There is practically feasible, and September 2021
horizontal competition. complete the and the
implementation of the Announcement
relevant solution(s) before on Resolutions of
9 November 2024 to solve the 1st
the existing horizontal Extraordinary
competition problem: (1) General Meeting
Solve the horizontal of 2021 (No.:
competition between the 2021-34)
two through asset sales or disclosed by
asset replacement; (2) ShenZhen
Solve the horizontal Properties &
competition between the Resources
two through equity Development
transfer; (3) Take other (Group) Ltd. on
measures that can 27 September
effectively solve the 2021 for details.
problem of horizontal
competition.
IV Annual and Extraordinary General Meeting Convened during the Reporting Period
1. General Meetings Convened during the Reporting Period
Investor Index to disclosed
Meeting Type Convened date Disclosure date
participation ratio information
Resolutions of 2020
Annual General
Meeting disclosed
The 2020 Annual Annual General on China Securities,
63.55% 28 April 2021 29 April 2021
General Meeting Meeting Securities Times, Ta
Kung Pao and
www.cninfo.com.cn
(No.: 2021-011)
Resolutions of the 1st
The 1st Extraordinary
Extraordinary Extraordinary
General Meeting of 63.55% 16 July 2021 17 July 2021
General Meeting General Meeting of
2021
2021 disclosed on
43
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
China Securities,
Securities Times, Ta
Kung Pao and
www.cninfo.com.cn
(No.: 2021-026)
Resolutions of the
2nd Extraordinary
General Meeting of
The 2nd
2021 disclosed on
Extraordinary Extraordinary
63.59% 11 October 2021 12 October 2021 China Securities,
General Meeting of General Meeting
Securities Times, Ta
2021
Kung Pao and
www.cninfo.com.cn
(No.: 2021-040)
Resolutions of the
3rd Extraordinary
General Meeting of
The 3rd
2021 disclosed on
Extraordinary Extraordinary
1.98% 29 December 2021 30 December 2021 China Securities,
General Meeting of General Meeting
Securities Times, Ta
2021
Kung Pao and
www.cninfo.com.cn
(No.: 2021-053)
2. Extraordinary General Meeting Convened at Request of Preference Shareholders with Resumed Voting
Rights
□ Applicable √ Not applicable
V Directors, Supervisors and Senior Management
1. Basic Information
Numbe
Increas Decreas
Beginni r of Other
e in the e in the Ending
Incumb ng granted increas Reason
Office Start of End of Stock Reporti Reporti shareho
Name ent/For Gender Age shareho restricte e/decre for
title tenure tenure options ng ng lding
mer lding d ase change
Period Period (share)
(share) shares (share)
(share) (share)
(share)
Liu Chairm 15
Incumb
Zhengy an of Male 52 January 00 0 0 0 0 0
ent
u the 2020
44
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Board
31
Tang
Directo Incumb Decem
Xiaopin Male 52 00 0 0 0 0 0
r ent ber
g
2020
14
Tang
Incumb Decem
Xiaopin GM Male 52 00 0 0 0 0 0
ent ber
g
2020
Deng 17
Directo Incumb
Kangch Male 56 April 10,000 0 0 0 0 0 10,000
r ent
eng 2012
11
Wang Directo Incumb
Male 49 October 00 0 0 0 0 0
Jianfei r ent
2021
22
Wang Incumb Septem
CFO Male 49 00 0 0 0 0 0
Jianfei ent ber
2021
8
Directo Incumb Septem
Wen Li Female 53 00 0 0 0 0 0
r ent ber
2006
31
Sun
Directo Incumb Decem
Minghu Male 41 00 0 0 0 0 0
r ent ber
i
2020
Kang Indepen
Incumb 15 May
Xiaoyu dent Male 58 00 0 0 0 0 0
ent 2018
e director
He Indepen
Incumb 30 June
Zuowe dent Male 60 00 0 0 0 0 0
ent 2020
n director
Mi Indepen
Incumb 30 June
Xumin dent Male 47 00 0 0 0 0 0
ent 2020
g director
Chairm
31
an of
Incumb Decem
Li Lian the Female 55 00 0 0 0 0 0
ent ber
Supervi
2020
sory
45
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Commi
ttee
Ren Supervi Incumb 15 May
Male 42 2,000 0 0 0 0 0 2,000
Wei sor ent 2018
17
Li Supervi Incumb
Female 44 April 00 0 0 0 0 0
Yufei sor ent
2012
Feng 2
Supervi Incumb
Hongw Male 51 March 00 0 0 0 0 0
sor ent
ei 2017
27
Supervi Incumb
Lin Jun Female 53 April 00 0 0 0 0 0
sor ent
2016
28
Wei
Vice Incumb Septem
Hanpin Female 56 00 0 0 0 0 0
GM ent ber
g
2012
Zhang
Vice Incumb 15 July
Hongw Male 56 00 0 0 0 0 0
GM ent 2020
ei
Secreta 31
ry of Incumb Decem
Luo Yi Male 48 00 0 0 0 0 0
the ent ber
Board 2020
31
Zhao 11
Directo Decem
Zhongli Former Male 52 October 00 0 0 0 0 0
r ber
ang 2021
2020
14 22
Zhao
Decem Septem
Zhongli CFO Former Male 52 00 0 0 0 0 0
ber ber
ang
2020 2021
Total -- -- -- -- -- -- 12,000 0 0 0 0 0 12,000 --
Indicate by tick mark whether any directors or supervisors left or any senior management were disengaged during the Reporting
Period
√ Yes □ No
Change of Directors, Supervisors and Senior Management
√Applicable □ Not applicable
Name Office title Type of change Date of change Reason for change
Zhao Zhongliang Director Left 11 October 2021 Job change
46
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
22 September
Zhao Zhongliang CFO Left Job change
2021
2. Biographical Information
Professional backgrounds, major work experience and current duties in the Company of the incumbent directors, supervisors and
senior management:
1. Liu zhengyu: he once was the director of Inspection Department in State-owned Assets Supervision and
Administration Commission of the People’s Government of Shenzhen Municipal, Chief Accountant, vice GM and
member of CPC of Shenzhen Investment Holdings Co., Ltd. Now he acts as the executive director, president and
Vice Secretary of CPC of Shenzhen International Holdings Limited, the Chairman of the Board, secretary of CPC
of the Company.
2. Tang Xiaoping: he ever act as CFO and finance minister of Shenzhen HRD Assets Management Company,
minister of Financial Operations Management Department of Shenzhen Foreign Labor Service Co., Ltd. and
executive director of Shenzhen Foreign Affairs Service Center, Manager of Financing Plan Department, deputy
GM of the Company and secretary of the Board of the Company. He is currently the director, GM and deputy
secretary of the CPC of the Company.
3. Deng Kangcheng: he was once deputy director, director of the Office of Shenzhen Investment Holdings Co.,
Ltd., and supervisor of the Company. And now he acts as the director, Vice Secretary of CPC and Chairman of the
Trade Union Federation of the Company.
4. Wang Jianfei: he was once the minister of the Financial Management Department of Shenzhen Construction
Development (Group) Company, vice GM of Hubei SIHC Investment Development Co., Ltd. And now he acts as
the director and CFO of the Company.
5. Wen Li: she once worked as the vice chief of the Investment and Development Department, vice director of
Management Center for Construction Project and Minister of Enterprise Department I of Shenzhen Investment
Holdings Co., Ltd. Now, she serves as the director, GM and vice secretary of CPC in Shenzhen Bay Technology
Development Co., Ltd. and the director of the Company.
6. Sun Minghui: Former the senior director of the Finance Department and the Office of the Board of Directors of
Shenzhen Investment Holdings Co., Ltd., and the deputy director of the Finance Department (Settlement Center);
currently, he is the director of the Finance Department (Settlement Center) of Shenzhen Investment Holdings Co.,
Ltd. and a director of the Company.
7. Kang Xiaoyue: he was once the staff member of Department of Justice of Jiangxi Province, a reporter, editor
and head of Special Issue Department of Shenzhen Legal Newspaper. Chief Lawyer, senior partner of Guangdong
New Century Law Firm (later renamed Guangdong Wancheng Law Firm). Now he serves as a senior partner of
Beijing Weiheng (Shenzhen) Law Firm and the independent director of the Company.
8. He Zuowen: formerly associate professor of accounting, director of teaching and research section and member
of the Disciplinary Committee of Changsha University of Science & Technology, partner and deputy director of
Shenzhen Huapeng Certified Public Accountants, director and vice GM of Beijing Zhongtian Huazheng Certified
Public Accountants Co., Ltd. (Dahua Certified Public Accountants) as well as head of Shenzhen Branch of it,
partner of BDO Certified Public Accountants; advisory expert of Internal Control Standard Committee of the
Ministry of Finance, director of Shenzhen Institute of Certified Public Accountants, Vice Secretary of CPC &
Secretary of the Disciplinary Committee of Shenzhen CPA Industry Committee, etc., currently partner of Dahua
Certified Public Accountants (Special General Partnership), Secretary of CPC General Branch of Shenzhen
47
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Branch, Chairman of Shenzhen Tianye Tax Agent Co., Ltd., and also served as the independent director of
Shenzhen JPT Opto-Electronics Co., Ltd., Shenzhen Textile (Group) Co., Ltd., Shenzhen Bioeasy Biotechnology
Co., Ltd., Shenzhen Tongyi Industry Co., Ltd. and the Company. The main social positions are: judge of the
Guangdong Provincial Senior Accountant Review Committee, external master tutor of Shenzhen University,
member of the Shenzhen Municipal Social Organization Disciplinary Inspection Committee of the Communist
Party of China, member of Shenzhen CPA Industry Committee, director of Shenzhen Certified Tax Agents
Association and Member of the Capital Market Advisory Expert Committee of the Xinjiang Regulatory Bureau of
the China Securities Regulatory Commission.
9. Mi Xuming: Former lecturer at Shenzhen University, post-doctor of post-doctoral mobile station for applied
economics of School of Economics of Xiamen University, visiting scholar at the University of Exeter; currently
associate professor and master tutor of Shenzhen University, and at the same time as the independent directors of
ChinaLin Securities Co., Ltd., Shenzhen Farben Information Technology Co., Ltd. and the Company.
10. Li Lian: Former Deputy Director and Deputy Secretary of the Party Branch of Shenzhen Foreign Economic
and Trade Service Center, Secretary of the Disciplinary Committee and Chairman of the Supervisory Committee
of Shenzhen Shentou Education Co., Ltd.; currently Chairman of the Supervisory Committee, Secretary of the
Disciplinary Committee and member of CPC of the Company.
11. Ren Wei: he once was the CFO of Xian Zhenye Real Estate Development Co., Ltd., minister of Budget &
Financing Department and director of Fund Centre of Shenfubao Group Co., Ltd. Now he serves as the vice
minister of Audit Department of Shenzhen Investment Holdings Co., Ltd. and the supervisor of the Company.
12. Li Yufei: she ever worked as the Assistant to the Manager of the Investment Department and Assistant to the
Manager & Vice Manager of Assets Management Centre as well as the Senior Management Staff of Enterprise
Department I and Enterprise Department II (Journal Center) in Shenzhen Investment Holdings Co., Ltd. Now, she
serves as the deputy director of Discipline Inspection Office in Shenzhen Investment Holdings Co., Ltd. and the
supervisor of the Company.
13. Feng Hongwei: he once was the Vice Chief of the Board Secretariat, and the Securities Representative. Now
he acts as the supervisor, member of the Disciplinary Committee and minister of Audit Department of the
Company.
14. Lin Jun: She once was the Vice Chief and Chief of the Party-Mass Work Department. And she has been acting
as a supervisor of the Company, the Vice Discipline Inspection Secretary and Director of Discipline Inspection
and Supervision Office (Office of the Board of Supervisors).
15. Wei Hanping: she 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 she
now serves as the Vice GM and member of CPC of the Company.
16. Zhang Hongwei: once served as GM of Shenzhen Urban Construction Investment Development Co., Ltd.,
Hefei Ruifa Urban Construction Investment Development Co., Ltd., manager of the Company's Development
Department, Sales Department, Project II Department, Project Management Department; currently deputy GM of
the Company, member of CPC, Chairman of Jianbang Group, and GM of Longgang Development Company.
17. Luo Yi: He was once the Vice GM, Deputy Director of Board Secretariat and Securities Representative in the
Shantou branch of the Company. And he now serves as the Board Secretary and Director of the Board Secretariat
in the Company.
Offices held concurrently in shareholding entities:
√Applicable □Not applicable
Name Shareholding entity Office held in Start of tenure End of tenure Remuneration or
48
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
the allowance from the
shareholding shareholding entity
entity
Vice GM,
Liu Zhengyu Shenzhen Investment Holdings Co., Ltd member of 9 January 2017 9 August 2021 Yes
CPC
Chief of
Financial
11 November
Sun Minghui Shenzhen Investment Holdings Co., Ltd Department Yes
2020
(Settlement
Center)
Vice minister
18 September
Ren Wei Shenzhen Investment Holdings Co., Ltd of Audit Yes
2017
Department
Deputy
Director of
Li Yufei Shenzhen Investment Holdings Co., Ltd Discipline 9 July 2015 Yes
Inspection
Office
Offices held concurrently in other entities:
√Applicable □Not applicable
Remuneration or
Office held in
Name Other entity Start of tenure End of tenure allowance from
the entity
the entity
Executive
director,
president and
Liu Zhengyu Shenzhen International Holdings Limited 19 August 2021 Yes
Vice
Secretary of
CPC
China's State Owned Capital Venture 9 September
Liu Zhengyu Director 16 August 2016 No
Capital Fund 2021
Liu Zhengyu Kashi Shenzhen City Co., Ltd. Director 8 October 2013 18 October 2021 No
Non-executiv
Shenzhen Investment Holdings Bay Area e director, 30 December
Liu Zhengyu 14 March 2018 No
Development Co., Ltd. Chairman of 2021
the Board
Shenzhen Investment International Capital 18 December
Liu Zhengyu Director 18 October 2021 No
Holdings Infrastructure Co., Ltd. 2017
Shenzhen Investment International Capital 9 September
Liu Zhengyu Director 18 October 2021 No
Holdings Co., Ltd. 2016
49
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
December 12,
Liu Zhengyu Tsinghua Tri Shenzhen Co., Ltd. Director 18 October 2021 No
2019
SIHC Hong Kong Investment Holdings
Liu Zhengyu Director March 11, 2019 18 October 2021 No
Limited
Research Institute of Tsinghua University in Member of a
Liu Zhengyu April 10, 2018 18 October 2021 No
Shenzhen council
Director, GM
Shenzhen Bay Technology Development and Vice December 2,
Wen Li Yes
Co., Ltd. Secretary of 2016
CPC
Hubei SIHC Investment Development Co., 1 February
Wen Li Director No
Ltd. 2018
Director, GM
Shenzhen Chuangke Park Investment Co., 30 December
Wen Li and legal No
Ltd. 2021
representative
Chengdu Xingjin Bailuwan Construction Chairman of
Wen Li 7 July 2021 No
and Development Co., Ltd. the Board
China Nanshan Development (Group) Co., October 17,
Sun Minghui Supervisor No
Ltd. 2017
Shenzhen Highway Passenger
Sun Minghui Supervisor June 16, 2017 No
Transportation Service Centre Co., Ltd.
China Science And Technology
Sun Minghui Supervisor June 27, 2017 No
Development Co., Ltd.
ULTRARICH INTERNATIONAL November 11,
Sun Minghui Director No
LIMITED 2020
November 11,
Sun Minghui China Southern Fund Management Co., Ltd. Supervisor April 28, 2021 No
2020
Hubei SIHC Investment Development Co., November 11,
Sun Minghui Director No
Ltd. 2020
February 10,
Sun Minghui Shenzhen Textile (Holdings) Co., Ltd. Director No
2021
Shenzhen Shenzhen-Hong Kong Science
October 18,
Sun Minghui and Technology Innovation Cooperation Director No
2021
Zone Development Co., Ltd.
Shenzhen Sungang China Resources Land October 17,
Ren Wei Supervisor No
Development Co., Ltd. 2017
November 19,
Li Yufei Shenzhen Dapengwan Huaqiao Tomb Director No
2015
Deng Shenzhen Leaguer Co., Ltd. Director 15 June 2020 No
50
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Kangcheng
4 November
Wei Hanping Shenzhen Talents Housing Group Co., Ltd. Director No
2021
Shenzhen Special Zone Construction 4 November
Wei Hanping Director No
Engineering Group Co., Ltd. 2021
December 2,
Kang Xiaoyue Beijing Weiheng (Shenzhen) Law Firm Senior partner Yes
2019
Dahua Certified Public Accountants December 1,
He Zuowen Partner Yes
(Special General Partnership) 2002
Chairman of December 1,
He Zuowen Shenzhen Tianye Tax Agency Co., Ltd. Yes
the Board 2008
Independent
He Zuowen Shenzhen JPT Opto-Electronics Co., Ltd. June 1, 2017 Yes
director
Independent
He Zuowen Shenzhen Textile (Holdings) Co., Ltd. July 19, 2017 Yes
director
Independent
He Zuowen Shenzhen Bioeasy Biotechnology Co., Ltd. October 1, 2017 Yes
director
Independent October 11,
He Zuowen Shenzhen Tongyi Industry Co., Ltd. Yes
director 2018
Associate
December 1,
Mi Xuming Shenzhen University professor and Yes
2009
master tutor
Independent
Mi Xuming ChinaLin Securities Co., Ltd. April 10, 2017 Yes
director
Shenzhen Farben Information Technology Independent January 29,
Mi Xuming Yes
Co., Ltd. director 2021
Punishments imposed in the recent three years by the securities regulator on the incumbent directors, supervisors and senior
management as well as those who left in the Reporting Period:
□ Applicable √ Not applicable
3. Remuneration of Directors, Supervisors and Senior Management
Decision-making procedure, determination basis and actual payments of remuneration for directors, supervisors and senior
management:
1. The remuneration of the Company's directors, supervisors and senior managers shall be determined and implemented in accordance
with the regulations of the Company's remuneration management system.
2. After the review and approval at the 2013 Annual General Meeting of Shareholders held on April 23, 2014, the allowance for
independent directors has been adjusted to RMB7000 (tax included) per person per month since May 2014, and independent directors
will not receive any remuneration other than it from the Company.
51
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Remuneration of directors, supervisors and senior management for the Reporting Period
Unit: RMB’0,000
Total before-tax
Any
Incumbent/Forme remuneration
Name Office title Gender Age remuneration
r from the
from related party
Company
Chairman of the
Liu Zhengyu Male 52 Incumbent Yes
Board
Tang Xiaoping Director and GM Male 52 Incumbent 122.22 No
Deng Kangcheng Director Male 56 Incumbent 109.43 No
Wang Jianfei Director and CFO Male 49 Incumbent 9.63 No
Wen Li Director Female 53 Incumbent Yes
Sun Minghui Director Male 41 Incumbent Yes
Independent
Kang Xiaoyue Male 58 Incumbent 8.4 No
director
Independent
He Zuowen Male 60 Incumbent 8.4 No
director
Independent
Mi Xuming Male 47 Incumbent 8.4 No
director
Chairman of the
Li Lian Supervisory Female 55 Incumbent 101.70 No
Committee
Ren Wei Supervisor Male 42 Incumbent Yes
Li Yufei Supervisor Female 44 Incumbent Yes
Feng Hongwei Supervisor Male 51 Incumbent 63.15 No
Lin Jun Supervisor Female 53 Incumbent 63.15 No
Wei Hanping Vice GM Female 56 Incumbent 105.31 No
Zhang Hongwei Vice GM Male 56 Incumbent 98.46 No
Secretary of the
Luo Yi Male 48 Incumbent 65.62 No
Board
Zhao Zhongliang Director and CFO Male 52 Former 80.77 No
Total -- -- -- -- 844.64 --
VI Performance of Duty by Directors in the Reporting Period
1. Board Meeting Convened during the Reporting Period
Meeting Date of the meeting Disclosure date Index to disclosed information
52
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Announcement on Resolutions
of the 60th Meeting of the 7th
Board of Directors (No.:
The 60th Meeting of the 7th Board
19 March 2021 20 March 2021 2021-004) disclosed on China
of Directors
Securities Journal, Securities
Times, Ta Kung Pao and
www.cninfo.com.cn.
Announcement on Resolutions
of the 61st Meeting of the 7th
Board of Directors (No.:
The 61st Meeting of the 7th Board
28 April 2021 29 April 2021 2021-012) disclosed on China
of Directors
Securities Journal, Securities
Times, Ta Kung Pao and
www.cninfo.com.cn.
Announcement on Resolutions
of the 62nd Meeting of the 7th
Board of Directors (No.:
The 62nd Meeting of the 7th Board
30 April 2021 6 May 2021 2021-018) disclosed on China
of Directors
Securities Journal, Securities
Times, Ta Kung Pao and
www.cninfo.com.cn.
Announcement on Resolutions
of the 63rd Meeting of the 7th
Board of Directors (No.:
The 63rd Meeting of the 7th Board
30 June 2021 1 July 2021 2021-023) disclosed on China
of Directors
Securities Journal, Securities
Times, Ta Kung Pao and
www.cninfo.com.cn.
Announcement on Resolutions
of the 64th Meeting of the 7th
Board of Directors (No.:
The 64th Meeting of the 7th Board
20 August 2021 21 August 2021 2021-027) disclosed on China
of Directors
Securities Journal, Securities
Times, Ta Kung Pao and
www.cninfo.com.cn.
Announcement on Resolutions
of the 65th Meeting of the 7th
Board of Directors (No.:
The 65th Meeting of the 7th Board
27 August 2021 28 August 2021 2021-028) disclosed on China
of Directors
Securities Journal, Securities
Times, Ta Kung Pao and
www.cninfo.com.cn.
53
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Announcement on Resolutions
of the 66th Meeting of the 7th
Board of Directors (No.:
The 66th Meeting of the 7th Board
22 September 2021 23 September 2021 2021-033) disclosed on China
of Directors
Securities Journal, Securities
Times, Ta Kung Pao and
www.cninfo.com.cn.
Announcement on Resolutions
of the 67th Meeting of the 7th
Board of Directors (No.:
The 67th Meeting of the 7th Board
19 October 2021 20 October 2021 2021-042) disclosed on China
of Directors
Securities Journal, Securities
Times, Ta Kung Pao and
www.cninfo.com.cn.
Announcement on Resolutions
of the 68th Meeting of the 7th
Board of Directors (No.:
The 68th Meeting of the 7th Board
25 October 2021 26 October 2021 2021-044) disclosed on China
of Directors
Securities Journal, Securities
Times, Ta Kung Pao and
www.cninfo.com.cn.
Announcement on Resolutions
of the 69th Meeting of the 7th
Board of Directors (No.:
The 69th Meeting of the 7th Board
13 December 2021 14 December 2021 2021-049) disclosed on China
of Directors
Securities Journal, Securities
Times, Ta Kung Pao and
www.cninfo.com.cn.
2. Attendance of Directors at Board Meetings and General Meetings
Attendance of directors at board meetings and general meetings
Total number Board The director
Board
of board Board meetings Board failed to attend
meetings General
meetings the meetings attended by meetings the two
Director attended meetings
director was attended on way of director failed consecutive
through a attended
eligible to site telecommunica to attend board meetings
proxy
attend tion (yes/no)
Liu Zhengyu 10 5 5 0 0 No 4
Tang Xiaoping 10 5 5 0 0 No 4
Deng Kangcheng 10 5 5 0 0 No 4
54
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Wang Jianfei 3 1 2 0 0 No 1
Wen Li 10 3 7 0 0 No 1
Sun Minghui 10 5 5 0 0 No 2
Kang Xiaoyue 10 5 5 0 0 No 4
He Zuowen 10 2 8 0 0 No 4
Mi Xuming 10 5 5 0 0 No 4
Zhao Zhongliang 7 4 3 0 0 No 2
Why any independent director failed to attend two consecutive board meetings:
Not applicable
3. Objections Raised by Directors on Matters of the Company
Indicate by tick mark whether any directors raised any objections on any matter of the Company.
□ Yes √ No
No such cases in the Reporting Period.
4. Other Information about the Performance of Duty by Directors
Indicate by tick mark whether any suggestions from directors were adopted by the Company.
√ Yes □ No
Suggestions from directors adopted or not adopted by the Company:
During the Reporting Period, all directors of the Company performed their duties diligently and conscientiously.
They thoroughly mastered the Company’s production and operation, internal control, and standardized operation,
and put forward relevant opinions on the Company’s major governance and operation decisions based on their
professional advantages. These opinions were fully communicated and discussed among the directors before
forming consensus, which effectively promoted scientific and objective decision-making by the Board of Directors,
and helpfully safeguarded the legitimate rights and interests of the Company and all shareholders.
VII Performance of Duty by Specialized Committees under the Board in the Reporting Period
Details
Other
Number about
informatio
of issues
Important opinions and n about
Committee Members meetings Convened date Content with
suggestions raised the
convene objection
performan
d s
ce of duty
(if any)
Strategic Liu Zhengyu, Deliberation on It is believed that the
Committee of Tang Xiaoping, the acquisition Company’s acquisition of
1 30 April 2021
the Board of Wen Li, Mi of 51% equity 51% equity interest in
Directors Xuming, Kang interest in Guangdong Jianbang Group
55
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Xiaoyue Guangdong (Huiyang) Industrial Co.,
Jianbang Group Ltd. will effectively increase
(Huiyang) the Company’s land reserve
Industrial Co., resources, which is
Ltd. conducive to the sustainable
development of the
Company in the future; the
project has good economic
benefits, is conducive to
enhancing the Company’s
future business performance
and profitability, and is in
line with the interests of the
Company and all
shareholders.
It is believed that the
Company has chosen and
applied appropriate
accounting policies and
made reasonable accounting
estimates in accordance
with the provisions of the
new Accounting Standards
for Business Enterprises.
Deliberation on
The Company has always
the Company’s
20 January 2021 been cautious about changes
2020 financial
in accounting policies and
statements
accounting estimates. There
Audit
He Zuowen, is no use or abuse of
Committee of
Sun Minghui, 4 changes in accounting
the Board of
Mi Xuming policies or accounting
Directors
estimates to adjust profits.
The financial statements
prepared by the Company
are true and reliable with
complete contents.
It is believed that the
Deliberation on
Company’s 2020 financial
the preliminary
statements prepared by
audit opinions of
Grant Thornton China
16 March 2021 Grant Thornton
(LLP) comply with all
China (LLP) on
provisions of the
the Company’s
Accounting Standards for
2020 financial
Business Enterprises, and
56
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
statements truly and completely
represent the Company’s
financial position as of 31
December 2020 and its
operating results and cash
flows for the year 2020 in
all material respects.
Deliberation on
the summary of
It is believed that Grant
the 2020 audit
Thornton China (LLP) has
service provided
19 March 2021 completed the audit of the
by Grant
Company’s 2020 financial
Thornton China
statements well.
(LLP) for the
Company
It is believed that Grant
Thornton China (LLP)
(hereinafter referred to as
“Grant Thornton”)
possesses independence,
professional competence,
the ability to protect
investors, and the
experience and capability of
providing audit services for
listed companies. During the
audit of the Company’s
2020 financial statements
Deliberation on
and internal control, Grant
the proposed
25 June 2021 Thornton was able to
renewal of the
earnestly perform its duties
audit firm
in accordance with the
requirements of the auditing
standards and the Basic
Code for Internal Control of
Enterprises. It
independently, objectively
and fairly evaluated the
Company’s financial
position and operating
results, demonstrating
occupational ethics and
professional competence.
Therefore, it is proposed to
57
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
the Company’s Board of
Directors that Grant
Thornton should be renewed
as the auditing agency for
the Company’s 2021
financial statements and
internal control.
It is believed that the
remuneration
Deliberation on decision-making procedures
the annual for the Company’s directors,
remuneration of supervisors and senior
Remuneration directors, management are compliant,
Mi Xuming,
and Appraisal supervisors and the remuneration payment
Zhao
Committee of 1 19 March 2021 senior standards for the Company’s
Zhongliang, He
the Board of management as directors, supervisors and
Zuowen
Directors disclosed in the senior management are in
Company’s line with the regulations of
2020 annual the remuneration system,
report and that the remuneration
disclosed in the 2020 annual
report is true and accurate.
It is believed that Mr. Wang
Jianfei is not involved in the
circumstances stipulated in
Article 146 of the Company
Law that prohibit him from
serving as a director or a
senior management
member, has never received
Deliberation on
punishment by the China
the nomination
Nomination Kang Xiaoyue, Securities Regulatory
of Mr. Wang
Committee of Deng 14 September Commission and other
1 Jianfei as the
the Board of Kangcheng, He 2021 relevant authorities or
Company’s
Directors Zuowen disciplinary action by the
director and
stock exchange, has not
CFO
been placed on file for
investigation by judicial
organs for suspected crimes
or placed on file for
inspection by the China
Securities Regulatory
Commission for suspected
violations of laws and
58
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
regulations, is not a
defaulter, is not a person
held liable or punished for
dishonesty, and has the
qualifications required by
relevant laws,
administrative regulations,
departmental rules, and
normative documents. It is
agreed that Mr. Wang
Jianfei may be
recommended as the
Company’s director and
CFO and that the relevant
proposal should be
submitted to the 66th
Meeting of the 7th Board of
Directors of the Company
for deliberation.
VIII Performance of Duty by the Supervisory Committee
Indicate by tick mark whether the Supervisory Committee found any risk to the Company during its supervision in the Reporting
Period.
□ Yes √ No
The Supervisory Committee raised no objections in the Reporting Period.
IX Employees
1. Number, Functions and Educational Backgrounds of Employees
Number of in-service employees of the Company as the parent at
109
the period-end
Number of in-service employees of major subsidiaries at the
1,469
period-end
Total number of in-service employees at the period-end 1,578
Total number of paid employees in the Reporting Period 1,575
Number of retirees to whom the Company as the parent or its
0
major subsidiaries need to pay retirement pensions
Functions
Function Employees
Production 950
59
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Sales 79
Technical 422
Financial 53
Administrative 74
Total 1,578
Educational backgrounds
Category Number
Doctors 1
Masters 15
Bachelors 175
College graduates 214
Technical secondary school graduates 88
High school graduates and below 1,085
Total 1,578
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.
3. Employee Training Plans
The Company established annual training plan in line with Measures for the Management of Employee Training
The Company adopts internal training, hires experts give lectures to the Company or participate professional
training, train the on job employees with job knowledge, professional skills, rules and regulations, the business
process etc., which enrich and renew the professional knowledge, enhance the comprehensive quality and business
skills of the employees.
4. Labor Outsourcing
□ Applicable √ Not applicable
X Profit Distributions (in the Form of Cash and/or Stock)
How the profit distribution policy, especially the cash dividend policy, was formulated, executed or revised in the Reporting Period:
□ Applicable √ Not applicable
Indicate by tick mark whether the Company fails to put forward a cash dividend proposal for shareholders despite the facts that the
Company has made profits in the Reporting Period and the profits of the Company as the parent distributable to shareholders are
positive.
□ Applicable √ Not applicable
60
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
Final Dividend Plan for the Reporting Period
√ Applicable □ Not applicable
Bonus shares for every 10 shares (share) 0
Dividend for every 10 shares (RMB) (tax inclusive) 0.88
Total shares as the basis for the profit distribution 1,011,660,000
proposal (share)
Cash dividends (RMB) (tax inclusive) 89,026,080.00
Cash dividends in other forms (such as share
0.00
repurchase) (RMB)
Total cash dividends (including those in other
89,026,080.00
forms) (RMB)
Distributable profit (RMB) 220,836,309.93
Total cash dividends (including those in other
100%
forms) as % of total profit distribution
Cash dividend policy
It’s not easy to distinguish in the Company’s development stage. While, when there is a major capital spending, the percentage of
cash dividends to the profit distribution shall be 20% at least when conducting the profit distribution.
Details about the proposal for profit distribution and converting capital reserve into share capital
The Profit Distribution Plan of 2021 was reviewed and approved by the 71 st Meeting of the 7th Board of Directors held on 17 March
2022, and intended to be submitted to The 2021 Annual General Meeting for review. Based on the total 1,011,660,000 shares of the
Company as at 31 December 2021, a cash dividend of RMB0.88 (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.
XI Equity Incentive Plans, Employee Stock Ownership Plans or Other Incentive Measures for
Employees
□ Applicable √ Not applicable
No such cases in the Reporting Period.
XII Establishment and Execution of the Internal Control System for the Reporting Period
1. Establishment and Execution of the Internal Control System
The Company has established a relatively complete and continuously effective internal control system, and has
carried out internal control evaluation in accordance with the internal control matrix and documents. In accordance
with the requirements of the standard system for enterprise internal control and relevant regulations, the Company
has maintained effective internal control over financial reporting in all material respects. No major deficiencies in
internal control not related to financial reporting have been found, and no factors affecting the evaluation conclusion
61
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
of internal control effectiveness have occurred. At the same time, the Company attaches great importance to the
regulation and steering role of the big supervision system. By holding joint supervision meetings and carrying out
key supervision and inspection, the Company has promoted the standardization level improvement of relevant
management work. No major violations of regulations and disciplines have been found. In the future, the Company
will continue to develop internal control in a standardized manner and strengthen the supervision and inspection of
internal control in order to promote the healthy and sustainable development of the Company.
2. Material Internal Control Weaknesses Identified for the Reporting Period
□ Yes √ No
XIII Management and Control over Subsidiaries by the Company for the Reporting Period
Integration Countermeasures Settlement Follow-up
Subsidiary Integration plan Problem
progress taken progress settlement plan
Jianbang Group
has been included
in the scope of the
Company’s
consolidated
statements. The
During the
construction for
Reporting Period,
Linxinyuan
the Company
Project developed
Guangdong acquired 51%
by the Company
Jianbang Group equity interest in
was successfully
(Huiyang) Jianbang Group. N/A N/A N/A N/A
resumed at the
Industrial Co., The equity
end of June 2021,
Ltd. registration
and the Phase I
change was
was pre-sold in
completed in
mid-December.
mid-May 2021.
At present, the
company’s
operation and
management are
being carried out
as planned.
XIV Internal Control Self-Evaluation Report or Independent Auditor’s Report on Internal
Control
1. Internal Control Self-Evaluation Report
Disclosure date of the internal control 18 March 2022
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
self-evaluation report
Index to the disclosed internal control
2021 Internal Control Self-Evaluation Report on www.cninfo.com.cn
self-evaluation report
Evaluated entities’ combined assets as % of
85.58%
consolidated total assets
Evaluated entities’ combined operating
revenue as % of consolidated operating 99.16%
revenue
Identification standards for internal control weaknesses
Weaknesses in internal control over financial Weaknesses in internal control not
Type
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 Company in line with the actual the follows events or indicators occur,
situation, when the follows events or there may be serious or important defects
indications happen, which means there of 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 executives significant problem decision-making,
were fraud. (2) Certified Public Accountant important appointment and dismissal of
find that there is a significant error in the cadres, significant project investment
Nature standard
financial report, however, the internal control decision-making; usage of large capital
did not discover it when conducting internal (three important, one large); (2)
control; (3) The Audit Committee under the Unscientific decision-making process,
Board and Internal Audit Service's such as the major decision-making
supervision to the internal control is invalid. errors, has caused a serious property loss
(4) The accounting personnel were without to the company; (3) Seriously violating
necessary qualities to complete the state laws and regulations; (4) Loss of
preparation of financial statements. key 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.
Quantitative standard Serious defects: the defects, or defect group The criterion of quantity of the
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ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2021
may lead to the financial results recognition of defects of internal control
misstatement or potential losses >3% of net in the non-financial statements mainly
assets; important defects: 1% of net were amount of direct economy losses, in
assets