Shenzhen Special Economic Zone Real Estate & Properties (Group)
Co., Ltd.
2014 Annual Report
2015-004
March 2015
2014 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section I. Important Reminders, Catalogue & Explanation
The Board of Directors, the Supervisory Committee, directors, supervisors and senior management
staff of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. (hereinafter
referred to as “the Company”) warrant that this report is factual, accurate and complete without any
false record, misleading statement or material omission. And they shall be jointly and severally
liable for that.
All directors attended the board session for reviewing this report.
The Company plans not to distribute cash dividends or bonus shares or turn capital reserve into
share capital.
Zhou Jianguo, board chairman, Chen Maozheng, GM, Tang Xiaoping, chief of the accounting work,
and Qiao Yanjun, chief of the accounting organ (chief of accounting), hereby confirm that the
Financial Report enclosed in this report is factual, accurate and complete.
This report involves futures plans, development strategies and some other forward-looking
statements, which shall not be considered as virtual promises to investors. Investors are kindly
reminded to pay attention to possible risks.
This report is prepared in both Chinese and English. Should there be any discrepancy between the
two versions, the Chinese version shall prevail.
2014 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Catalogue
Section I. Important Reminders, Catalogue & Explanation.............................................................. 2
Section II. Company Profile............................................................................................................ 6
Section III. Accounting & Business Highlights ............................................................................... 8
Section IV. Report of the Board of Directors................................................................................. 10
Section V. Report of the Supervisory Committee........................................................................... 27
Section VI. Significant Events ...................................................................................................... 30
Section VII. Changes in Shares and Particulars about Shareholders............................................... 40
Section VIII. Preferred stock......................................................................................................... 46
Section IX. Directors, Supervisors, Senior Management Staffs and Employees............................. 47
Section X. Corporate Governance ................................................................................................. 53
Section XI. Internal Control .......................................................................................................... 60
Section XII. Financial Report........................................................................................................ 62
Section XIII. Documents Available for Reference....................................................................... 190
2014 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Explanation
Refers
Term Contents
to
Refers Shenzhen Special Economic Zone Real Estate & Properties
Company, the Company, the Group
to (Group) Co., Ltd.
Refers
The holding company Shenzhen Investment Holdings Co., Ltd.
to
2014 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Reminder of Major Risks
China Securities Journal, Ta Kung Pao (HK) and www.cninfo.com.cn were designated by the
Company as the media for information disclosure for 2014. All information of the Company shall
be subject to what was disclosed by the Company on the said media. And Investors are kindly
reminded to pay attention to possible investment risks.
2014 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section II. Company Profile
I. Basic information of the Company
Stock abbreviation SSFA（SSFB） Stock code 000029（200029）
Stock abbreviation after
---
change (if any)
Stock exchange listed
Shenzhen Stock Exchange
with
Chinese name of the
深圳经济特区房地产(集团)股份有限公司
Company
Abbr. of the Chinese
深房集团
name of the Company
English name of the
ShenZhen Special Economic Zone Real Estate&Properties (Group).co.，Ltd．
Company (if any)
Abbr. of the English name
SPG
of the Company (if any)
Legal representative of
Zhou Jianguo
the Company
Registered address 45/F-48/F, SPG Plaza, Renmin South Road, Shenzhen, Guangdong, P.R.China
Postal code for the
registered address
Office address 47/F, SPG Plaza, Renmin South Road, Shenzhen, Guangdong, P.R.China
Postal code for the office
address
Internet website of the
http://www.sfjt.com.cn
Company
Email address spg@163.net
II. For Contact
Company Secretary Securities Affairs Representative
Name Mr. Chen Ji Mr. Luo Yi
47/F, SPG Plaza, Renmin South 47/F, SPG Plaza, Renmin South
Contact address Road, Shenzhen, Guangdong, Road, Shenzhen, Guangdong,
P.R.China P.R.China
Tel. (86 755) 82293000-4718 (86 755) 82293000-4715
Fax (86 755) 82294024 (86 755) 82294024
E-mail spg@163.net spg@163.net
III. About information disclosure and where this report is placed
Newspapers designated by the Company for Domestic: China Securities Journal
information disclosure Overseas: Ta Kung Pao (HK)
Internet website designated by CSRC for
http://www.cninfo.com.cn
disclosing this report
47/F, SPG Plaza, Renmin South Road, Shenzhen, Guangdong,
Where this report is placed
P.R.China
2014 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
IV. Change of the registered information
Business license Registration code Organizational
Registration date Registration place
No. of taxation code
Initial registration 8 Jan. 1980 Shenzhen 4403011002426 19217958-5
At the end of the 44030110322587 44030019217958
31 Dec. 2014 Shenzhen 19217958-5
reporting period 8
Changes of the main business since
Unchanged
listing (if any)
On 24 Mar. 1999, the controlling shareholder shifted from Shenzhen
Changes of the controlling Investment Management Co., Ltd. to Shenzhen Construction Investment
shareholder (if any) Holdings Co., Ltd. And on 14 Feb. 2006, it shifted to Shenzhen Investment
Holdings Co., Ltd.
V. Other information
The CPAs firm hired by the Company
Name Ruihua Certified Public Accountants LLP
9 F, West Tower, China Overseas Property Plaza, Building No. 7, Compound No.
Office address
8, Xi Binhe Road, Yong Ding Men, Dong Cheng District, Beijing, China
Signing accountants Cai Xiaodong, Liu Yuxiang
Sponsor engaged by the Company to conduct sustained supervision during the reporting period
□ Applicable √ Inapplicable
Financial consultant engaged by the Company to conduct sustained supervision during the reporting period
□ Applicable √ Inapplicable
2014 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section III. Accounting & Business Highlights
I. Major accounting data and financial indicators
Does the Company adjust retrospectively or restate accounting data of previous years due to change of the
accounting policy or correction of any accounting error?
□ Yes √ No
Increase or
decrease of this
2014 2013
year over last year
(%)
Operating revenue (RMB
2,132,311,222.93 2,116,482,684.93 0.75% 1,030,148,729.47
Yuan)
Net profit attributable to
shareholders of the Company 298,033,316.49 228,268,271.23 30.56% 106,814,543.53
(RMB Yuan)
Net profit attributable to
shareholders of the Company
297,166,883.74 222,844,093.95 33.35% 101,232,143.75
after extraordinary gains and
losses (RMB Yuan)
Net cash flows from operating
322,162,063.36 194,953,683.40 65.25% 27,409,819.53
activities (RMB Yuan)
Basic EPS (RMB Yuan/share) 0.2946 0.2256 30.59% 0.1056
Diluted EPS (RMB
0.2946 0.2256 30.59% 0.1056
Yuan/share)
Weighted average ROE (%) 14.81% 13.05% 1.76% 6.75%
Increase or
decrease of this
As at 31 Dec. 2014 As at 31 Dec. 2013 As at 31 Dec. 2012
year-end than last
year-end (%)
Total assets (RMB Yuan) 4,375,098,314.05 4,215,099,296.67 3.80% 3,712,770,828.30
Net assets attributable to
shareholders of the Company 2,161,537,401.78 1,863,347,135.33 16.00% 1,635,376,098.73
(RMB Yuan)
II. Differences between accounting data under domestic and overseas accounting standards
1. Differences of net profit and net assets disclosed in financial reports prepared under international and
Chinese accounting standards
√ Applicable □ Inapplicable
Unit: RMB Yuan
Net profit attributable to shareholders of Net assets attributable to shareholders of
the Company the Company
2014 2013 Closing amount Opening amount
According to Chinese
298,033,316.49 228,268,271.23 2,161,537,401.78 1,863,347,135.33
accounting standards
Items and amounts adjusted according to international accounting standards
According to international 298,033,316.49 228,268,271.23 2,161,537,401.78 1,863,347,135.33
2014 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
accounting standards
2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and
Chinese accounting standards
√ Applicable □ Inapplicable
Unit: RMB Yuan
Net profit attributable to shareholders of Net assets attributable to shareholders of
the Company the Company
2014 2013 Closing amount Opening amount
According to Chinese
298,033,316.49 228,268,271.23 2,161,537,401.78 1,863,347,135.33
accounting standards
Items and amounts adjusted according to overseas accounting standards
According to overseas
298,033,316.49 228,268,271.23 2,161,537,401.78 1,863,347,135.33
accounting standards
3. Explain reasons for the differences between accounting data under domestic and overseas accounting
standards
□ Applicable √ Inapplicable
III. Items and amounts of extraordinary gains and losses
√ Applicable □ Inapplicable
Unit: RMB Yuan
Item 2014 2013 2012 Note
Gains/losses on the disposal of No fixed asset
non-current assets (including the disposal of a large
-133,442.39 5,778,882.64 -588,399.46
offset part of the asset impairment amount in the
provisions) current period.
Impairment provision reversal of
accounts receivable on which the
6,140,000.00
impairment test is carried out
separately
Non-operating income and expense
1,319,554.06 812,505.76 -130,400.83
other than the above
Less: Income tax effects 319,678.92 1,167,211.12 -161,200.07
Total 866,432.75 5,424,177.28 5,582,399.78 --
Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in
the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the
Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said
explanatory announcement as a recurrent gain/loss item
□ Applicable √ Inapplicable
No such cases in the reporting period.
2014 Annual Report of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
Section IV. Report of the Board of Directors
I. Overview
2014 witnessed continuous progress of the Company. In face of the downward macro-economy, the
Board of Directors made wise decisions, the operation team worked hard as one man, the
supervision mechanism functioned effectively and all employees united in a concerted effort,
yielding great achievements in operation and management. The business results climbed to a new
level, the operation and control capability in the main business was effectively improved, and new
achievements were made in regard to corporate culture.
Looking back into 2014, new features occurred in various aspects of the Company’s work:
(I) New progress was made regarding the business results. The reporting period witnessed new
progress of the Company’s business results. The closing consolidated undistributed profit turned
positive for the first time in 16 years, with a rational asset and liability structure, a sound financial
status and controllable risks.
(II) The operation capability in the main business improved significantly. The Company further
enhanced its operation capability in its main business, with the control and key node control
capability improved significantly and control more in place. Marketing control grew more mature
through innovating upon project marketing methods, optimizing the institutional system and the
work flows, and improving customer service. Cost control was strong and effective, with further
enhanced whole-process target cost control capability, a better value creation function, effective
node control and strong measures.
(III) Projects under construction were carried forward in an orderly manner. The northern block of
the SPG Shanglin Garden Project smoothly went through completion acceptance, while planning
adjustment, land replacement and plot ratio adjustment were completed for the southern block. The
SPG Chuanqi Hill Project officially allowed moving in, successfully wrapping up the project. In
terms of the Shantou Yuejing Orient Project, completion acceptance and residents’ moving in were
completed. As for the Jingzaiwan Project, preliminary planning and land leveling were finished and
it started to invite bids for construction. Meanwhile, substantial progress was made in the Dongle
Project and the Jingtian Project, for both of which construction would kick off within 2015.
(IV) The control capability continued to improve. The Company continued to enhance its corporate
governance and internal control. The Board of Directors drew the big picture, determined the
direction and made decisions; the operational team did solid work with a remarkable result; and the
supervision mechanism worked well in all dimensions, which ensured that the Company operated in
compliance with applicable rules. The internal control system expanded to cover the whole system
of the Company. Throughout the year, the Company formulated 12 new sets of rules, revised 4 sets
and optimized 147 work flows, which further promoted the institutional culture of rule compliance.
(V) Property operation saw a steady growth. Overcoming the impact from the downward
macro-economy on its property leasehold, the Company took measures such as “stabilizing
customers,
