ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE &
PROPERTIES (GROUP) CO., LTD.
ANNUAL REPORT 2018
2019-020
March 2019
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Part I Important Notes, Table of Contents and Definitions
The Board of Directors (or the “Board”), the Supervisory Committee as well as the directors,
supervisors and senior management of ShenZhen Special Economic Zone Real Estate &
Properties (Group) Co., Ltd. (hereinafter referred to as the “Company”) hereby guarantee the
factuality, accuracy and completeness of the contents of this Report and its summary, and
shall be jointly and severally liable for any misrepresentations, misleading statements or
material omissions therein.
Zhou Jianguo, chairman of the Company’s Board, Chen Maozheng, the Company’s General
Manager, Tang Xiaoping, the Company’s head for financial affairs, and Qiao Yanjun, head of
the Company’s financial department (equivalent to financial manager) hereby guarantee that
the Financial Statements carried in this Report are factual, accurate and complete.
All the Company’s directors have attended the Board meeting for the review of this Report
and its summary.
The Board has approved a final dividend plan as follows: based on the 1,011,660,000 shares, a
cash dividend of RMB2.00 (tax inclusive) per 10 shares is to be distributed to the shareholders,
with no bonus issue from either profit or capital reserves.
This Report and its summary have been prepared in both Chinese and English. Should there
be any discrepancies or misunderstandings between the two versions, the Chinese versions
shall prevail.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Table of Contents
Part I Important Notes, Table of Contents and Definitions ........................................................... 2
Part II Corporate Information and Key Financial Information ................................................... 5
Part III Business Summary ............................................................................................................... 9
Part IV Operating Performance Discussion and Analysis ........................................................... 11
Part V Significant Events ................................................................................................................ 28
Part VI Share Changes and Shareholder Information ................................................................. 39
Part VII Preferred Shares ............................................................................................................... 45
Part VIII Directors, Supervisors, Senior Management and Staff................................................ 46
Part IX Corporate Governance ...................................................................................................... 53
Part X Corporate Bonds .................................................................................................................. 59
Part XI Financial Statements .......................................................................................................... 60
Part XII Documents Available for Reference .............................................................................. 172
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Definitions
Term Definition
ShenZhen Special Economic Zone Real Estate & Properties (Group)
“SPG”, the “Company”, the “Group” or
Co., Ltd. and its consolidated subsidiaries, except where the context
“we”
otherwise requires
Holding Company Shenzhen Investment Holdings Co., Ltd.
The “Reporting Period” or “Current Period” The period from 1 January 2018 to 31 December 2018
Expressed in the Chinese currency of Renminbi, expressed in tens of
RMB, RMB’0,000
thousands of Renminbi
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Part II Corporate Information and Key Financial Information
I Corporate Information
Stock name SPG, SPG-B Stock code 000029, 200029
Stock exchange for stock
Shenzhen Stock Exchange
listing
Company name in
深圳经济特区房地产(集团)股份有限公司
Chinese
Abbr. 深房集团
Company name in
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
English (if any)
Abbr. (if any) SPG
Legal representative Zhou Jianguo
Registered address 45/F-48/F, SPG Plaza, Renmin South Road, Shenzhen, Guangdong, P.R.China
Zip code
Office address 47/F, SPG Plaza, Renmin South Road, Shenzhen, Guangdong, P.R.China
Zip code
Company website http://www.sfjt.com.cn
Email address spg@163.net
II Contact Information
Board Secretary Securities Representative
Name Tang Xiaoping Luo Yi
47/F, SPG Plaza, Renmin South 47/F, SPG Plaza, Renmin South
Address Road, Shenzhen, Guangdong, Road, Shenzhen, Guangdong,
P.R.China P.R.China
Tel. （86 755）82293000-4638 （86 755）82293000-4715
Fax （86 755）82294024 （86 755）82294024
Email address tangxiaoping0086@126.com spg@163.net
III Media for Information Disclosure and Place where this Report Is Lodged
Newspapers designated by the Company for Domestic: Securities Times and China Securities Journal
information disclosure Overseas: Ta Kung Pao (HK)
Website designated by CSRC for publication
http://www.cninfo.com.cn
of this Report
47/F, SPG Plaza, 3005 Renmin South Road, Luohu District,
Place where this Report is lodged
Shenzhen, Guangdong, P.R.China
IV Change to Company Registered Information
Unified social credit code 91440300192179585N
Change to principal activity of the
No change
Company since going public (if any)
On 24 March 1999, the controlling shareholder was changed from
Every change of controlling
Shenzhen Investment Management Co., Ltd. to Shenzhen Construction
shareholder since incorporation (if
Investment Holdings Co., Ltd. And on 14 February 2006, it was changed
any)
to Shenzhen Investment Holdings Co., Ltd.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
V Other Information
The independent audit firm hired by the Company:
Name Ruihua Certified Public Accountants LLP
9 F, West Tower, China Overseas Property Plaza, Building No. 7, Compound No.
Office address
8, Xi Binhe Road, Yong Ding Men, Dong Cheng District, Beijing, China
Accountants writing
Cai Xiaodong, Wang Huansen
signatures
The independent sponsor hired by the Company to exercise constant supervision over the Company in the
Reporting Period:
□ Applicable √ Not applicable
The independent financial advisor hired by the Company to exercise constant supervision over the Company in
the Reporting Period:
□ Applicable √ Not applicable
VI Key Financial Information
Indicate by tick mark whether there is any retrospectively restated datum in the table below.
□ Yes √ No
2018-over-2017
2018 2017
change (%)
Operating revenue (RMB) 2,175,187,242.60 1,345,912,605.09 61.61% 2,352,023,528.43
Net profit attributable to the
listed company’s shareholders 503,498,831.60 184,988,512.42 172.18% 311,567,386.94
(RMB)
Net profit attributable to the
listed company’s shareholders
490,490,702.80 181,588,638.91 170.11% 303,613,457.72
before exceptional items
(RMB)
Net cash generated from/used
1,062,567,405.59 -17,801,139.64 6,069.10% 526,691,326.20
in operating activities (RMB)
Basic earnings per share
0.4977 0.1829 172.12% 0.3080
(RMB/share)
Diluted earnings per share
0.4977 0.1829 172.12% 0.3080
(RMB/share)
Weighted average return on
16.35% 6.76% 9.59% 12.53%
equity (%)
Change of 31
December 2018
31 December 2018 31 December 2017 31 December 2016
over 31 December
2017 (%)
Total assets (RMB) 4,665,891,514.25 3,989,263,981.96 16.96% 3,785,600,783.23
Equity attributable to the
listed company’s shareholders 3,332,259,641.39 2,828,242,120.98 17.82% 2,643,860,443.09
(RMB)
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
VII Accounting Data Differences under China’s Accounting Standards for Business
Enterprises (CAS) and International Financial Reporting Standards (IFRS) and Foreign
Accounting Standards
1. Net Profit and Equity under CAS and IFRS
√ Applicable □ Not applicable
Unit: RMB
Net profit attributable to the listed Equity attributable to the listed
company’s shareholders company’s shareholders
2018 2017 Ending amount Beginning amount
Under CAS 503,498,831.60 184,988,512.42 3,332,259,641.39 2,828,242,120.98
Adjusted as per IFRS
Under IFRS 503,498,831.60 184,988,512.42 3,332,259,641.39 2,828,242,120.98
2. Net Profit and Equity under CAS and Foreign Accounting Standards
□ Applicable √ Not applicable
No difference for the Reporting Period.
3. Reasons for Accounting Data Differences Above
□ Applicable √ Not applicable
VIII Key Financial Information by Quarter
Unit: RMB
Q1 Q2 Q3 Q4
Operating revenue 149,537,691.65 1,168,003,939.70 282,588,259.93 575,057,351.32
Net profit attributable to the
-5,982,684.72 335,048,769.25 44,934,281.00 129,498,466.07
listed company’s shareholders
Net profit attributable to the
listed company’s shareholders -6,292,418.64 335,436,291.74 44,760,056.43 116,586,773.27
before exceptional items
Net cash generated from/used
205,338,536.04 389,389,593.63 70,070,302.04 397,768,973.88
in operating activities
Indicate by tick mark whether any of the quarterly financial data in the table above or their summations differs
materially from what have been disclosed in the Company’s quarterly or interim reports.
□ Yes √ No
IX Exceptional Gains and Losses
√ Applicable □ Not applicable
Unit: RMB
Item 2018 2017 2016 Note
Gain or loss on disposal of
-69,739.73 4,261,370.46 -301,584.30
non-current assets (inclusive of
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
impairment allowance write-offs)
Government subsidies charged to
current profit or loss (exclusive of
government subsidies given in the Subsidy for
Company’s ordinary course of 10,243.00 59,611.09 keeping steady
business at fixed quotas or amounts as jobs for employees
per the government’s uniform
standards)
Gain on
Gain or loss on assets entrusted to
investments in
other entities for investment or 16,347,157.53
bank’s structured
management
deposits
Gain or loss on contingencies that do
not arise in the Company’s ordinary 5,393,358.79
course of business
Reversed portion of impairment
allowance for accounts receivable
4,800,000.00
which are tested individually for
impairment
Non-operating income and expense
891,652.84 212,183.13 713,464.47
other than the above
Less: Income tax effects 4,171,184.84 1,133,291.17 2,651,309.74
Total 13,008,128.80 3,399,873.51 7,953,929.22 --
Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item defined or listed in the
Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the
Public—Exceptional Gain/Loss Items:
□ Applicable √ Not applicable
No such cases for the Reporting Period.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Part III Business Summary
I Principal Activity of the Company in the Reporting Period
Is the Company subject to any industry-specific disclosure requirements?
Yes, because the Company engages in real estate.
2018 saw a complicated and harsh international economic environment, as well as a domestic
economy under greater downward pressure. The Chinese government adhered to the principle of
“housing is for living in, not for speculation”, and kept a consistent and stable policy for real estate
regulation, bringing the real estate market back to rationality gradually. Focused on residential
property development, the Company has been seeing increasing brand effects with great effort spent
on project quality and progress, as well as on premium projects. With real estate, the core business,
accounting for a much larger share in the Company’s operating revenue, its operating performance
hit a record high.
In Shenzhen, the Cuilinyuan project was completed and accepted in May 2018; the Chuanqi
Jingyuan project was completed and accepted in April 2018, with fine decoration all finished; and
the Chuanqi Donghu Mingyuan project was topped out. In Shantou, the Tianyuewan Phase I project
saw the completion of its landscape upgrade and the second phase has started construction in
November 2018. Up to the end of the Reporting Period, approximately 86%, 15% and 30%,
respectively, of the residential units of the Cuilinyuan project, the Chuanqi Jingyuan project and the
Tianyuewan Phase I project have been sold.
II Significant Changes in Major Assets
1. Significant Changes in Major Assets
Major assets Main reason for significant changes
The ending amount was down by RMB17,327,554.41 (or 57.97%) from the
Equity assets beginning amount, primarily driven by the allowance for impairment of
long-term equity investments.
The ending amount was down by RMB4,011,670.19 (or 10.57%) from the
Fixed assets
beginning amount, primarily driven by the depreciation allowance.
The ending amount was down by RMB55,200.00 (or 100%) from the
Intangible assets beginning amount, primarily driven by the end of the five-year amortization
of Kingdee’s financial software.
Construction in progress No significant change
The ending amount was up by RMB841,443,345.64 (or 69.71%) from the
Monetary capital
beginning amount, primarily driven by the inflow of house payments.
The ending amount was down by RMB109,586,451.40 (or 76.63%) from
Notes and accounts receivable the beginning amount, primarily driven by the recovery of house mortgages
and construction payments.
The ending amount was down by RMB1,862,599.63 (or 30.84%) from the
Prepayments beginning amount, primarily driven by a smaller amount of prepayments for
construction.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
The ending amount was up by RMB107,053,693.61 (or 225.42%) from the
Deferred income tax assets
beginning amount, primarily driven by the provision for land VAT.
2. Major Assets Overseas
□ Applicable √ Not applicable
III Core Competitiveness Analysis
Is the Company subject to any industry-specific disclosure requirements?
Yes, because the Company engages in real estate.
As one of the earliest real estate listed companies in Shenzhen, the Company has a history over 30
years in real estate development in Shenzhen and rich experience in the main business of real estate
development. In recent years, thanks to the experience learned from the Shenzhen-located
Chuanqishan project, Chuanqi Shanglin project, Chuanqi Jingyuan project and Chuanqi Donghu
Mingyuan project, as well as from the Shantou-located projects, the Company accelerates the
establishment of a modern enterprise HR management system and works hard in building a
professional and high-quality development team. It also keeps improving the management
mechanism and processes for project development. As a result, the professionalism and
management capability of the Company have improved significantly; planning, construction, cost
control, marketing capability and brand image have been effectively enhanced; and the operational
capability in the main business of real estate keeps increasing, along with the core competitiveness.
As of the Reporting Period (inclusive), the Company has been honored jointly by the Guangdong
Provincial Enterprise Confederation and the Guangdong Provincial Association of Entrepreneurs as
a “Most Honest Enterprise in Guangdong Province” for seven years in a row. During the Reporting
Period, the Company also won accolades from the Shenzhen Real Estate Association, including the
“Real Estate Developer in Shenzhen with the Highest Brand Value” and the “Honest (Quality) Real
Estate Developer in Shenzhen”.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Part IV Operating Performance Discussion and Analysis
I Overview
For 2018, the Company recorded operating revenue of RMB2,175 million, up 61.61% year-on-year;
a profit before tax of RMB683 million, up 179.76% year-on-year; and a net profit attributable to the
listed company’s shareholders of RMB503 million, up 172.18% year-on-year. As at 31 December
2018, equity attributable to the listed company’s shareholders amounted to RMB3,332 million, up
17.82% year-on-year; and the debt/asset ratio was 31.40%, down by 0.92 percentage point
year-on-year.
Review of Operation and Management in 2018
In 2018, the international economic environment was complicated and grim, and the downward
pressure on the domestic economy increased. Real estate regulation and control sticks to the
position of \"Houses are for living in, not for speculating on\", maintains the continuity and stability
of regulation and control policies, and the real estate market tends to be rational. The Company has
made concerted efforts from top to bottom to overcome difficulties and comprehensively pushed
forward all aspects of the Company's development and reform. Its operating performance has
reached a record high. The reorganization of assets has been carried out in compliance with
regulations and the Party construction has achieved remarkable results. The main work was as
follows:
1. The development of the main business was smooth. The Company paid attention to improving
the management and control ability of project development, further strengthening design
management, project management and cost control, paying attention to safe production
management, timely finding and coordinating to solve the problems encountered in the project
development process, and basically realizing the target plan for the main project development
progress. The Cuilinyuan project in Shenzhen was completed and accepted in May 2018. The
Chuanqi Jingyuan project was completed and accepted in April 2018, and the fine decoration
project has also been completed. The Chuanqi Donghu Mingyuan Project was capped in
September 2018. Shantou Tianyuewan Phase I Project has completed the landscape upgrading and
renovation project, and Phase II project was started in November 2018.
(1) The Company’s main real estate projects under construction and available for sale during the
Reporting Period included the Shenzhen-based Cuilinyuan, Chuanqi Jingyuan, and Chuanqi Donghu
Mingyuan projects, as well as the Shantou-located Tianyuewan project, etc., and the Company's
real estate projects do not involve primary land development. Details as follows:
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
The Expected
Comp Floor area Completed total Accumulated
Locat Site area
Project Usage Status any’s 2 with plot floor area investment investment
ion (m )
intere ratio (m2) (m2) (RMB’0,000 (RMB’0,000)
st )
Availab
Shenz Reside
Cuilinyuan le for 100% 16,424.29 60,111.42 60,111.42 57,000 48,667
hen ntial
sale
Availab
Chuanqi Shenz
Rental le for 49% 4,243.34 43,156.44 43,156.44 24,865 19,792
Jingyuan hen
sale
Chuanqi Availab
Shenz Reside
Donghu le for 100% 5,889.70 45,043.72 51,000 30,927
hen ntial
Mingyuan sale
Availab
Tianyuewan Shant Reside
le for 100% 31,167.50 153,470.40 153,470.40 79,801 65,756
Phase I ou ntial
sale
Under
Tianyuewan Shant Reside
constru 100% 33,361.70 127,769.60 0 65,485 17,822
Phase II ou ntial
ction
Total 91,086.53 429,551.58 256,846.37 278,151.00 182,964.00
(2) Land bank for future development by the end of the Reporting Period:
Project Location Land area (m2) Floor area with plot ratio (m2)
Xinfeng Building Shantou 5,920 26,640
Total 5,920 26,640
2. Real estate sales are progressing steadily. The Company pays close attention to market changes
and policy trends all the time. Combining with the regional market conditions and project
characteristics of the projects under sale, the Company formulated different sales promotion plans,
selected new media promotion channels, and achieved good results. The proportion of real estate
main business income in annual operating income was greatly increased. The project of Cuilinyuan
and Chuanqi Jingyuan in Shenzhen achieved contract sales of more than 1.1 billion yuan in the
whole year. The sales situation of Shantou project has improved somewhat, and further sales
promotion efforts are still needed in the future.
(1) The sales of the Company's real estate projects during the Reporting Period are as follows:
The Sellable area at
Actual area sold Settlement
Project Usage Company’ Location the beginning
this year (m2) area (m2)
s interest of the year (m2)
Cuilinyuan
Residential 100% Shenzhen 37,290 24,557 40,881
Chuanqi Jingyuan
Rental 49% Shenzhen 21,093 3,082 2,375
Chuanqi Donghu Mingyuan
Residential 100% Shenzhen 32,857
Tianyuewan Phase I
Residential 100% Shantou 142,017 19,932 7,247
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Yuejing Dongfang Remaining
Building Residential 100% Shantou 1,008 64
Jinyedao Remaining Building Residential 100% Shantou 3,486 78 1,100
Total 237,751 47,808 52,388
(2) Sales of the Company's major real estate projects during the reporting period
Unit: RMB’0,000
Gross operating Gross profit
Location Operating revenue Cost of sales
profit margin (%)
Cuilinyuan Shenzhen 138,284 39,040 99,244 71.77%
Chuanqi Jingyuan Shenzhen 15,879 2,227 13,652 85.98%
Chuanqi Donghu Shenzhen
Mingyuan 0 0
Tianyuewan Phase I Shantou 3,900 3,176 724 18.54%
Yuejing Dongfang Shantou
Remaining Building 663 524 139 21.04%
Jinyedao Remaining Shantou
Building 821 391 430 52.37%
Total 159,547 45,358 114,189 71.57%
3. We improved management, operation and quality. And the Company standardized corporate
governance, continuously improved the system and orderly carried out internal control work. The
development project strengthened the fine management of dynamic cost and realized the
controllability of the whole process. We strengthened financial management, sped up the return
of sales funds, and strove to improve capital efficiency through bank structured deposits,
negotiated deposits, etc. We paid close attention to the budget management, six key monitoring
costs were controlled within the budget, down 2.05% year on year; Rental of properties increased
by 6% year-on-year through comprehensive measures such as expanding the market outside and
strengthening services inside. New progress had been made in dealing with problems left over
from history, with over RMB9 million yuan in unpaid rent and property management fees
recovered. All affiliated enterprises strove to open up markets, paid close attention to operation,
strengthened management and improve service, and their profit level had basically stabilized and
increased.
(1) During the reporting period, the Company's major properties were leased as follows:
Unit: ㎡
The
Locatio Rentable Leased Occupanc Land
Building name Usage Company’s
n area area y ownership
interest
Shenzhe Real Estate Commerci The
100% 100%
n Building 3,413.88 3,413.88 al Company
Shenzhe North Block of 100% Commerci The 100%
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
n Guoshang 4,819.71 4,819.71 al Company
Mansion
Shenzhe Commerci The
Haiyan Building 100% 100%
n 22,475.47 22,475.47 al Company
Office The
Shenfang Square 51,833.48 87.17% 100%
59,462.52 building Company
Shenzhe
The Skirt
n Commerci The
Building of 100% 100%
21,456.72 21,456.72 al Company
Shenfang Square
Shenzhe Commerci The
Wenjin Huayuan 3,531.60 100% 100%
n 3,531.60 al Company
107,530.8
Total 115,159.9
(2) Financing in the Reporting Period
Amount (RMB’0,000)
N Financing Loan Curre Remaining Interest rate
Usage
o. category term ncy Total principal at range (%)
amount the end of the
year
Benchmark
Short-term
1 Bank loan 1year RMB 200 200 interest rates rose
credit
30%
Total RMB 200
4. Promoting compliance in asset restructuring. Since the shares of the company were suspended
from trading on September 14, 2016, the Cooperation Agreement on Reorganization and Listing
was signed with all parties involved in the reorganization on October 3, 2016. During the Reporting
Period, the Company's shares were suspended from trading, and the Company, together with all
parties involved in this major asset restructuring, actively promoted all aspects of the major asset
restructuring. On the basis of strict compliance with regulatory discipline and the principle of trust
and trust, the Company actively and properly handled investor relations, seriously responded to
investor questions within the stipulated time, patiently and carefully explained and appeased
investor calls and visits, and had won the understanding and support of the vast majority of
investors. In order to ensure the compliance of the Company's reorganization process, the
company signed “Supplementary Agreement III to the Cooperation Agreement on Reorganization
and Listing\" and \"Supplementary Agreement IV to the Cooperation Agreement on Reorganization
and Listing\" with the reorganization parties on June 13, 2018 and December 28, 2018 respectively.
Relevant announcements had been disclosed in the company's designated media. During the
reporting period, the company strictly performed its information disclosure obligations in
accordance with the regulatory rules, disclosed the reorganization progress at least once every
five trading days, handled the renewal of the license in a timely manner and disclosed relevant
reorganization information.
5. Significant achievements have been made in Party building. The Company's Party Committee
has thoroughly implemented the \"Four Projects\" of Party building, vigorously promoted the
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
construction of leading groups at all levels, built learning-type Party organizations, played the
leading role of Party organizations and the role of fighting fortresses, and continuously improved
the quality and effectiveness of the work of grass-roots Party organizations. The innovation of
\"secretary project\" and the implementation of \"state-owned enterprise party building to help
communities\" have been affirmed by municipal and district organizations. Party conduct and clean
government education should be integrated into enterprise management activities, and clean
government education should be carried out persistently. The Company played the role of mass
organizations, actively carried out various corporate cultural activities, and constantly enhanced
the cohesion of enterprises.
6. Ensuring safety in production unremittingly. In accordance with the requirements of the safety
production responsibility system of \"Party and government have the same responsibility, one post
and two responsibilities, joint management, dereliction of duty and responsibility\", the Company
insisted on paying equal attention to risk control and hidden danger investigation and
management, and carried out in-depth monthly safety production activities. Through irregular
inspections and routine inspections before holidays, the Company thoroughly examined potential
safety hazards, strived to create a safe production environment, and ensured the smooth
realization of the safety production objectives throughout the year.
The Company is subject to the Guideline No. 3 of the Shenzhen Stock Exchange on Information Disclosure by
Industry—for Listed Companies Engaging in Real Estate.
II Core Business Analysis
1. Overview
See “I Overview” above.
2. Revenue and Cost Analysis
(1) Breakdown of Operating Revenue
Unit: RMB
2018
As % of total As % of total
Operating Operating Change (%)
operating revenue operating revenue
revenue revenue
(%) (%)
Total 2,175,187,242.60 100% 1,345,912,605.09 100% 61.61%
By operating division
Real estate 1,595,473,065.40 73.35% 606,590,040.49 45.07% 163.02%
Engineering
370,298,109.36 17.02% 525,486,669.06 39.04% -29.53%
construction
Rental services 160,011,318.50 7.36% 65,040,795.43 4.83% 146.02%
Property
78,128,484.68 3.59% 151,384,222.02 11.25% -48.39%
management
Other 25,329,926.73 1.16% 32,833,625.17 2.44% -22.85%
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Eliminated
internal
-54,053,662.07 -2.49% -35,422,747.08 -2.63% -52.60%
transactions and
accounts
By product category
Residential
1,435,068,125.37 65.97% 540,387,150.04 40.15% 165.56%
houses
Shops and
1,614,094.30 0.07% 66,202,890.45 4.92% -97.56%
carports
Apartment 158,790,845.73 7.30%
Total of other
633,767,839.27 29.14% 774,745,311.68 57.56% -18.20%
industry products
Eliminated
internal
-54,053,662.07 -2.49% -35,422,747.08 -2.63% -52.60%
transactions and
accounts
By operating segment
Guangdong
2,142,575,113.69 98.50% 1,307,068,941.16 97.11% 63.92%
Province
Other regions in
86,071,887.30 3.96% 73,657,278.57 5.47% 16.85%
China
Overseas 593,903.68 0.03% 609,132.44 0.05% -2.50%
Eliminated
internal
-54,053,662.07 -2.49% -35,422,747.08 -2.63% -52.60%
transactions and
accounts
(2) Operating Division, Product Category or Operating Segment Contributing over 10% of Operating
Revenue or Operating Profit
√ Applicable □ Not applicable
Is the Company subject to any disclosure requirements for special industries?
Yes
Real estate
Unit: RMB
YoY change in YoY change in YoY change in
Operating Gross profit
Cost of sales operating cost of sales gross profit
revenue margin
revenue (%) (%) margin (%)
By operating division
1,595,473,065. 445,500,004.8
Real estate 72.08% 163.02% 50.90% 20.75%
40
Engineering 370,298,109.3 358,335,541.2
3.23% -29.53% -30.07% 0.74%
construction 6
By product category
Residential 1,435,068,125. 422,440,982.7
70.56% 165.56% 58.07% 20.02%
houses 37
Shops and
1,614,094.30 790,606.45 51.02% -97.56% -97.17% -6.72%
carports
158,790,845.7
Apartment 22,268,415.66 85.98%
By operating segment
Guangdong 2,142,575,113. 915,381,177.1
57.28% 63.92% 2.51% 25.60%
Province 69
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Core business data of the prior year restated according to the changed statistical caliber for the Reporting Period:
□ Applicable √ Not applicable
(3) Whether Revenue from Physical Sales Is Higher than Service Revenue
√ Yes □ No
Operating
Item Unit 2018 2017 Change (%)
division
Real estate Unit sales 125,008 95,660 30.68%
development Output 73,927 52,524 40.75%
(RMB’0,000) Inventory 176,408 172,413 2.32%
Any over 30% YoY movements in the data above and why:
√ Applicable □ Not applicable
Unit sales increased 30.68% from the year earlier mainly due to the increase of the sales of real estate; output
increased 40.75% year on year mainly due to the increase of completions of real estate.
(4) Execution Progress of Major Signed Sales Contracts in the Reporting Period
□ Applicable √ Not applicable
(5) Breakdown of Cost of Sales
By operating division
By operating division
Unit: RMB
2018
Operating As % of total As % of total
Item Change (%)
division Cost of sales cost of sales Cost of sales cost of sales
(%) (%)
445,500,004.8 295,237,720.3
Real estate 47.48% 30.63% 16.85%
5
Engineering 358,335,541.2 512,422,101.8
38.19% 53.16% -14.97%
construction 0
141,533,608.1
Rental services 15.08% 25,182,070.35 2.61% 12.47%
Property 135,132,080.7
33,072,276.63 3.52% 14.02% -10.49%
management
Other 19,705,354.72 2.10% 25,829,143.23 2.68% -0.58%
Eliminated
internal
-59,760,772.46 -6.37% -29,885,883.52 -3.10% -3.27%
transactions
and accounts
Note
(6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period
□ Yes √ No
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
(7) Major Changes to the Business Scope or Product or Service Range in the Reporting Period
□ Applicable √ Not applicable
(8) Major Customers and Suppliers
Major customers:
Total sales to top five customers (RMB) 74,975,136.64
Total sales to top five customers as % of total
6.00%
sales of the Reporting Period (%)
Total sales to related parties among top five
customers as % of total sales of the Reporting 0.00%
Period (%)
Information about top five customers:
Sales revenue contributed
No. Customer for the Reporting Period As % of total sales revenue (%)
(RMB)
1 Legal person A 21,882,939.91 1.75%
2 Legal person B 16,439,115.69 1.32%
3 Legal person C 12,787,744.92 1.02%
4 Legal person D 12,182,133.01 0.97%
5 Legal person E 11,683,203.11 0.93%
Total -- 74,975,136.64 6.00%
Other information about major customers:
□ Applicable √ Not applicable
Major suppliers:
Total purchases from top five suppliers (RMB) 87,215,434.48
Total purchases from top five suppliers as % of
23.66%
total purchases of the Reporting Period (%)
Total purchases from related parties among top
five suppliers as % of total purchases of the 6.81%
Reporting Period (%)
Information about top five suppliers:
Purchase in the Reporting
No. Supplier As % of total purchases (%)
Period (RMB)
1 Legal person A 25,113,981.01 6.81%
2 Legal person B 21,464,656.54 5.82%
3 Legal person C 16,179,200.60 4.39%
4 Legal person D 12,514,340.45 3.40%
5 Legal person E 11,943,255.88 3.24%
Total -- 87,215,434.48 23.66%
Other information about major suppliers:
□ Applicable √ Not applicable
3. Expense
Unit: RMB
2018 2017 Change (%) Reason for any significant change
Selling expense 52,562,980.22 34,490,583.68 52.40% Increase of referral fee and
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
commission of the sales of
Cuilinyuan in the Reporting
Period
The expensing of labor costs for
Administrative
74,029,840.44 49,512,042.67 49.52% related engineering development
expense
when the project was completed.
The decrease of interest expense
for returning the borrowings, and
Finance costs -17,235,722.16 -8,628,098.75 99.76%
the increase of interest income of
fixed deposits
4. R&D Expense
□ Applicable √ Not applicable
5. Cash Flows
Unit: RMB
Item 2018 2017 Change (%)
Subtotal of cash generated
2,274,046,624.46 1,455,861,556.49 56.20%
from operating activities
Subtotal of cash used in
1,211,479,218.87 1,473,662,696.13 -17.79%
operating activities
Net cash generated
from/used in operating 1,062,567,405.59 -17,801,139.64 6,069.10%
activities
Subtotal of cash generated
614,891,757.53 6,374,120.59 9,546.69%
from investing activities
Subtotal of cash used in
1,500,629,839.43 817,310.10 183,505.93%
investing activities
Net cash generated
from/used in investing -885,738,081.90 5,556,810.49 -16,039.68%
activities
Subtotal of cash generated
17,550,137.29 20,900,000.00 -16.03%
from financing activities
Subtotal of cash used in
253,025,175.24 67,020,933.68 277.53%
financing activities
Net cash generated
from/used in financing -235,475,037.95 -46,120,933.68 -410.56%
activities
Net increase in cash and
-58,266,620.53 -58,978,234.11 1.21%
cash equivalents
Explanation of why any of the data above varies significantly:
√ Applicable □ Not applicable
The subtotal of cash generated from operating activities in 2018 showed a year-on-year increase of 56.20%,
mainly caused by the increase of the houses selling amount received from selling products and providing the labor
services of 2018
The subtotal of cash used in operating activities in 2018 showed a year-on-year decrease of 17.79%, mainly due to
the decrease of the engineering amount paid for purchasing the goods and accepting the labor services, as well as
the decrease of tax payments.
The subtotal of cash generated by investing activities in 2018 showed a year-on-year increase of 9546.69%,
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
mainly because of recovering the bank structural deposits of RMB0.6 billion in2018.
The subtotal of cash used in investing activities in 2018 showed a year-on-year increase of 183505.93%, mainly
because the Company invested to buy bank structural deposits of RMB1.5 billion in 2018.
The subtotal of cash generated by financing activities in 2018 showed a year-on-year decrease of 16.03%, mainly
because of the decrease of newly added financing in 2018.
The subtotal of cash used in financing activities in 2018 showed a year-on-year decrease of 410.56%, mainly
because the Company returned the long-term bank loans.
Reason for any big difference between the net operating cash flow and the net profit for this Reporting Period
√ Applicable □ Not applicable
Mainly due to the time difference between the sales of real estate and carryforward
III Analysis of Non-Core Businesses
□ Applicable √ Not applicable
IV Analysis of Assets and Liabilities
1. Significant Changes in Asset Composition
Unit: RMB
31 December 2018 31 December 2017 Change
in
As % of As % of Reason for any significant change
Amount Amount percenta
total assets total assets
ge (%)
Monetary 2,048,522,43 1,207,079,09 Withdrawal of money from
43.90% 30.26% 13.64%
capital 5.93 0.29 selling
Accounts 33,426,991.6 137,092,156.
0.72% 3.44% -2.72% Withdrawal of mortgage payment
receivable 5
1,685,152,05 1,764,086,64
Inventories 36.12% 44.22% -8.10%
1.26 3.94
Investment 623,930,838. 647,297,124.
13.37% 16.23% -2.86%
property 15
Long-term
12,561,107.2 29,888,661.6
equity 0.27% 0.75% -0.48% Provision for impairment
4
investments
33,926,198.5 37,937,868.7
Fixed assets 0.73% 0.95% -0.22%
2
Construction in
0.00%
progress
Short-term 17,260,103.4 104,207,653.
0.37% 2.61% -2.24% Returning borrowings
borrowings 6
Long-term 82,000,000.0
0.00% 2.06% -2.06% Returning borrowings
borrowings
Advances from 156,426,152. 332,152,016.
3.35% 8.33% -4.98% Carryforward of real estate
customers 86
300,547,372. 86,153,526.8
Taxes payable 6.44% 2.16% 4.28% Provisions for VAT of land
98
Current portion
64,000,000.0
of non-current 0.00% 1.60% -1.60% Returning borrowings
liabilities
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
2. Assets and Liabilities at Fair Value
□ Applicable √ Not applicable
3. Restricted Asset Rights as at the Period-End
Item Ending carrying value Reasons
Monetary capital 900,000,000.00 For details, see Note VII. 1
Accounts receivable 15,260,103.46 Pledge for short-term borrowings
Total 915,260,103.46
V Investments Made
1. Total Investment Amount
□ Applicable √ Not applicable
2. Major Equity Investments Made in the Reporting Period
□ Applicable √ Not applicable
3. Major Non-Equity Investments Ongoing in the Reporting Period
□ Applicable √ Not applicable
4. Financial Investments
(1) Securities Investments
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(2) Investments in Derivative Financial Instruments
□ Applicable √ Not applicable
No such cases in the Reporting Period.
5. Use of Funds Raised
□ Applicable √ Not applicable
No such cases in the Reporting Period
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
VI Sale of Major Assets and Equity Interests
1. Sale of Major Assets
□ Applicable √ Not applicable
No such cases in the Reporting Period.
2. Sale of Major Equity Interests
□ Applicable √ Not applicable
VII Major Subsidiaries
√ Applicable □ Not applicable
Major fully/majority-owned subsidiaries and those minority-owned subsidiaries with an over 10% effect on the
Company’s net profit:
Unit: RMB
Relationship Principal
Registered Operating Operating
Name with the activity Total assets Net assets Net profit
capital revenue profit
Company
Shenzhen
SPG Real estate
30,000,000 1,258,353, 562,936,37 1,383,694, 596,163,16 447,485,40
Longgang Subsidiary developme
.00 470.92 1.78 480.25 9.57 9.32
Developme nt
nt Co., Ltd.
Shantou
SEZ,
Wellam
Real estate
FTY, 91,226,120 216,137,47 123,606,09 14,848,017 -1,644,353. -1,765,751.
Subsidiary developme
Building .44 7.89 5.16 .43 31
nt
Developme
nt, Co.,
Ltd.
Shantou
Huafeng Real estate
80,000,000 898,199,06 31,712,271 38,995,174 -44,806,53 -34,756,59
Real Estate Subsidiary developme
.00 8.87 .38 .61 9.62 4.04
Developme nt
nt Co., Ltd.
Great Wall Real estate
2,051,146. 19,333,629 -87,221,77 -184,610.6 -184,610.6
Estate Co., Subsidiary developme 593,903.68
00 .61 1.62 1
Inc. (U.S.) nt
Shenzhen Installation
Zhentong and 10,000,000 134,715,39 27,128,607 371,218,70 3,817,921. 3,198,777.
Subsidiary
Engineerin maintenanc .00 8.76 .39 0.31 95 39
g Co., Ltd. e
Shenzhen
Property
Property 7,250,000. 111,498,07 26,495,320 154,120,15 4,882,756. 3,685,341.
Subsidiary manageme
Manageme 00 8.21 .19 2.99 83 73
nt
nt Co., Ltd.
Shenzhen Subsidiary Hotel 30,000,000 46,757,398 41,817,887 25,830,863 1,297,005. 926,541.77
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Petrel service .00 .42 .36 .75
Hotel Co.,
Ltd.
Shenzhen
Huazhan
Constructio 8,000,000. 9,756,198. 8,820,732. 4,292,953. 3,685,341.
Subsidiary Supervisor 277,278.28
n 00 22 96 20
Supervisio
n Co., Ltd.
Investment
Xin Feng
and 122,717,69 -449,299,6 6,046,913. -24,069,97 -24,484,21
Enterprise Subsidiary 502,335.00
manageme 8.39 04.60 48 8.46 5.62
Co., Ltd.
nt
Subsidiaries obtained or disposed in the Reporting Period:
□ Applicable √ Not applicable
Information about major majority- and minority-owned subsidiaries:
1. Except the Company, the subordinate subsidiaries engaged in real estate development mainly include:
Shenzhen SPG Longgang Development Co., Ltd., Shantou SEZ, Wellam FTY, Building Development, Co., Ltd.,
Shantou Huafeng Real Estate Development Co., Ltd. The Cuilinyuan project developed by Shenzhen SPG
Longgang Development Co., Ltd. brought forward RMB1.383 billion in 2018, accounting for 87% of the
Company's real estate sector income, 64% of the Company's operating income and 87% of the group's combined
profits. Jinyedao and YuejingDongfang developed by Shantou SEZ, Wellam FTY, Building Development, Co.,
Ltd. were sold in 2018 as remaining buildings. And Shantou Huafeng Real Estate Development Co., Ltd. was
responsible for the development of Tianyuewan project (divided into Phase I and Phase II). Tianyuewan Phase I
was opened for sale in October 2016, and Phase II started construction in November 2018. The sales progress of
the Phase I was relatively slow. The main reasons for the loss in 2018 were: the sales progress was not up to
expectations, and another was due to the payment of interest on internal loans.
2. Shenzhen Zhentong Engineering Co., Ltd. was engaged in the business of building installation and maintenance
with the 2018 operating revenues of RMB371.22 million and of 17% to the operating revenues of the Company.
3. Shenzhen Property Management Co., Ltd was engaged in the industry of property management, and the
business was steady. The 2018 operating revenues was of RMB154.12 million that was of 7% to the operating
revenues of the Company.
4. The 2018 net profits of Xin Feng Enterprise Co., Ltd. was of RMB-24.48 million which mainly due to the
changes of exchange rate and the provision made for impairment of long-term equity investment of RMB17.27
million.
VIII Structured Bodies Controlled by the Company
□ Applicable √ Not applicable
IX Prospects
Looking forward to 2019, the world economy will continue to slow down and China's economy will face new
downward pressure. However, the government has taken a series of measures to stimulate market vitality and the
domestic economic operation will remain within a reasonable range. The national real estate regulation and
control still adheres to the position of \"Houses are for living in, not for speculating on\", and the city government's
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
responsibilities of stabilizing land price, housing price and expectation are implemented through city policies and
classified guidance, so as to improve the housing market and security system. With the promulgation of the
Outline Development Plan for the Guangdong-Hong Kong-Macao Greater Bay Area and the accelerated
development of the Shenzhen-Shantou Cooperation Zone, Shenzhen's urban attraction has increased and it is
expected that Shenzhen's residential market will continue to develop steadily.
Although the Company's performance hit a new high during the Reporting Period, there are still some problems to
be solved urgently. First, the shortage of land reserves affects the Company's sustainable development. Second,
the professional ability and control level needs to be further improved, and the sense of responsibility needs to be
further strengthened. The company will attach great importance to the above problems and take effective measures
to solve them. The Company insists on seeking progress in stability, strives to be the first, strives to do a good job
in party building, party conduct and clean government building, and enterprise culture building, continues to push
forward major asset restructuring, pays full attention to safe production and operation management, continues to
do a good job in the main business, plans to increase land reserves, strengthens cost control, improves the level of
control, and constantly pushes all work to a higher level.
In 2019, the Company will focus on the following three aspects:
(I) To promote the construction of key projects, to ensure the realization of the annual business objectives. Take
marketing as the center to push forward the construction of the project in an all-round way, and keep the progress,
quality and safety of the construction of the project in good order around the marketing node. Continue to
optimize the control process and system, optimize the organization structure and human resources allocation of
the department; Continue to pay special attention to the construction of talent team, and strive to build a
high-quality, professional management team; Strengthen strategic control, seek to increase land reserves;
Strengthen overall budget management, manage and make good use of funds, and strive to improve the efficiency
of funds; Give full play to the role of the large-scale supervision system, strengthen audit supervision, and ensure
compliance and legality of various business management activities; Attach great importance to safe production,
strengthen the safe production management, implement the safe production responsibility system, avoid the safe
production responsibility accident, create the good condition for the realization year-round management goal;
Business units will further explore the market, strengthen internal management and improve market
competitiveness and efficiency.
(II) To promote major asset restructuring actively. Pay close attention to the trend of the capital market, continue
to push forward major asset restructuring, strengthen communication with regulatory agencies and coordination
with all parties involved in the transaction, effectively complete information disclosure and investor relations
management to maintain a good image of the company in the capital market during major asset restructuring.
(III) To strengthen basic party building and construction of the clean and honest Party. We must deeply study and
implement the Xi Jinping thought on socialism with Chinese characteristics for a new era and the Party’s
nineteenth congress spirits, comprehensively implement the decisions and requirements of the higher authorities,
continue to implement the “four projects”, strengthen the Party committee of the company and the subsidiary
enterprises to organize the primary responsibility for grass-roots party building. We will give full play to the
leading role of the Party committees of state-owned enterprises in guiding the overall situation and ensuring its
implementation. We will continue to enhance the creativity, cohesion and combat effectiveness of the Party
organizations and the sense of honor and belonging of the majority of Party members.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
X Communications with the Investment Community such as Researches, Inquiries and
Interviews
1. During the Reporting Period
√ Applicable □ Not applicable
Type of communication Index to main information
Date Way of communication
party communicated
Inquired of the progress of assets
restructuring and the sales of
11 January 2018 By telephone Individual
project development, and didn’t
offer written materials
Inquired of the progress of assets
restructuring and annual operation
9 February 2018 By telephone Individual and expected disclosure time of
annual report, and didn’t offer
written materials
Inquired of the progress of assets
restructuring and fundamentals of
26 March 2018 By telephone Individual
the Company, and didn’t offer
written materials
Inquired of the progress of assets
restructuring and share trading
12 April 2018 By telephone Individual
resumption time of the Company,
and didn’t offer written materials
Inquired of the progress of assets
restructuring and share trading
17 May 2018 By telephone Individual
resumption time of the Company,
and didn’t offer written materials
Inquired of the progress of assets
restructuring and fundamentals of
14 June 2018 By telephone Individual
the Company, and didn’t offer
written materials
Inquired of the progress of assets
restructuring and fundamentals of
26 June 2018 By telephone Individual
the Company, and didn’t offer
written materials
Inquired of the interim operation,
progress of assets restructuring and
11 July 2018 By telephone Individual expected share trading resumption
time of the Company, and didn’t
offer written materials
Inquired of the interim operation,
progress of assets restructuring and
12 July 2018 By telephone Individual expected share trading resumption
time of the Company, and didn’t
offer written materials
Inquired of the share trading
resumption time of assets
restructuring of the Company, and
31 July 2018 By telephone Individual
expected disclosure time of interim
report, and didn’t offer written
materials
Inquired of the progress of assets
2 August 2018 By telephone Individual
restructuring and share trading
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
resumption time of the Company,
and expected disclosure time of
interim report, and didn’t offer
written materials
Inquired of the progress of assets
restructuring and share trading
9 August 2018 By telephone Individual
resumption time of the Company,
and didn’t offer written materials
Inquired of the progress of assets
restructuring and share trading
21 August 2018 By telephone Individual
resumption time of the Company,
and didn’t offer written materials
Inquired of the progress of assets
restructuring and share trading
22 August 2018 By telephone Individual
resumption time of the Company,
and didn’t offer written materials
Inquired of the progress of assets
restructuring and share trading
17 September 2018 By telephone Individual
resumption time of the Company,
and didn’t offer written materials
Inquired of the progress of assets
restructuring and operation of the
28 September 2018 By telephone Individual Company, and expected disclosure
time of third quarter report, and
didn’t offer written materials
Inquired of the progress of assets
restructuring and, reasons for
delaying share trading resumption,
11 October 2018 By telephone Individual
and expected share trading
resumption time and didn’t offer
written materials
Inquired of the progress of assets
restructuring and, reasons for
delaying share trading resumption,
25 October 2018 By telephone Individual
and expected share trading
resumption time and didn’t offer
written materials
Inquired of the progress of assets
restructuring and, reasons for
delaying share trading resumption,
8 November 2018 By telephone Individual
and expected share trading
resumption time and didn’t offer
written materials
Inquired of the progress of assets
restructuring and share trading
22 November 2018 By telephone Individual
resumption time of the Company,
and didn’t offer written materials
Inquired of the progress of assets
restructuring and share trading
4 December 2018 By telephone Individual
resumption time of the Company,
and didn’t offer written materials
Inquired of the progress of assets
restructuring and share trading
13 December 2018 By telephone Individual
resumption time of the Company,
and didn’t offer written materials
Inquired of the progress of assets
26 December 2018 By telephone Individual
restructuring, annual operation,
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
and the sales of project
development, and didn’t offer
written materials
Inquired of the progress of assets
restructuring, annual operation,
28 December 2018 By telephone Individual and the sales of project
development, and didn’t offer
written materials
Times of communications
Number of institutions communicated with
Number of individuals communicated with
Number of other communication parties
Tip-offs or leakages of substantial
supposedly-confidential information None
during communications
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Part V Significant Events
I Profit Distributions to Ordinary Shareholders (in the Form of Cash and/or Stock)
How the profit distribution policy, especially the cash dividend policy, for ordinary shareholders was formulated,
executed or revised in the Reporting Period:
√ Applicable □ Not applicable
The profit distribution of the Company strictly conforms to the regulations of Articles of
Association. The specific cash dividend plan shall be made after being reviewed by Board of
Directors and General Meeting of Shareholders, and independent directors faithfully perform their
duties and play their due role. Because the significant asset restructuring of the Company is still in
the process, no profit distribution or share capital increase from capital reserve would be conducted
in 2017. The retained earnings are used for developing construction in progress and adding new
land reserves if necessary to guarantee the continuous operation and development of the Company.
Special statement about the cash dividend policy
The cash dividend policy of the Company, the
conditions and procedures for revising Articles of
In compliance with the Company’s Articles of Association are legal and transparent, and the contents
Association and resolution of general meeting conforms to the relevant laws and regulations and the
requirements of China Securities Regulatory
Commission
The revised dividend standard and ratio is specific and
Specific and clear dividend standard and ratio
clear
Relevant decision-making procedure and mechanism is
Complete decision-making procedure and mechanism
complete
Independent directors faithfully performed their duties,
Independent directors faithfully performed their duties
and expressed their independent opinions for cash
and played their due role
dividend policy of the Company
Non-controlling interests are able to fully express their
opinion and desire and their legal rights and interests Yes
are fully protected
In case of adjusting or changing the cash dividend
policy, the conditions and procedures involved are in Yes
compliance with applicable regulations and transparent
The profit distributions to ordinary shareholders, either in the form of cash or stock, in the past three years
(including the Reporting Period) are summarized as follows:
For the year 2016, no profit distribution or share capital increase from capital reserve would be
conducted.
For the year 2017, no profit distribution or share capital increase from capital reserve would be
conducted.
For 2018, based on the total 1,011,660,000 shares of the Company as at 31 December 2018, a cash
dividend of RMB2.00 (tax included) will be distributed to the A-share and B-share holders for every 10 shares
they hold without bonus share (tax included), and no share capital increase from capital reserve would be
conducted.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Cash dividend for ordinary shareholders in the past three years (including the Reporting Period):
Unit: RMB
Net profit
attributable
to ordinary
Cash
shareholder Total cash
Cash dividends in
s of the dividends
dividends other forms
listed A as % of B C as % of B (including D as % of B
Year (tax (such as
company in (%) (%) those in (%)
inclusive) share
consolidate other forms)
(A) repurchase)
d (D)
(C)
statements
for the year
(B)
202,332,000. 503,498,831. 202,332,000.
2018 40.19% 0.00 0.00% 40.19%
00 60
184,988,512.
2017 0.00 0.00% 0.00 0.00% 0.00 0.00%
311,567,386.
2016 0.00 0.00% 0.00 0.00% 0.00 0.00%
Indicate by tick mark whether the Company fails to put forward a cash dividend proposal for the ordinary
shareholders despite the facts that the Company has made profits in the Reporting Period and the profits of the
Company as the parent distributable to the ordinary shareholders are positive.
□ Applicable √ Not applicable
II Final Dividend Plan for the Reporting Period
√ Applicable □ Not applicable
Bonus shares for every 10 shares (share)
Dividend for every 10 shares (RMB) (tax
2.00
inclusive)
Additional shares to be converted from
capital reserve for every 10 shares (share)
Total shares as the basis for the profit 1,011,660,000
distribution proposal (share)
Cash dividends (RMB) (tax inclusive) 202,332,000.00
Cash dividends in other forms (such as
0.00
share repurchase) (RMB)
Total cash dividends (including those in
202,332,000
other forms) (RMB)
Distributable profit (RMB) 615,038,028.05
Total cash dividends (including those in
100%
other forms) as % of total profit distribution
Cash dividend policy
Other
Details about the proposal for profit distribution and converting capital reserve into share capital
The Profit Distribution Plan of 2018 was reviewed and approved by the 44th Meeting of the 7th Board of
Directors held on 28 March 2019, and intended to be submitted to The 2018 Annual General Meeting for review.
based on the total 1,011,660,000 shares of the Company as at 31 December 2018, a cash dividend of RMB2.00
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
(tax included) will be distributed to the A-share and B-share holders for every 10 shares they hold without bonus
share (tax included), and no share capital increase from capital reserve would be conducted. The profit
distribution plan can be implemented upon review and approval of the Shareholders’ General Meeting of the
Company.
III Fulfillment of Commitments
1. Commitments of the Company’s Actual Controller, Shareholders, Related Parties and Acquirers, as well
as the Company Itself and other Entities Fulfilled in the Reporting Period or Ongoing at the Period-end
□ Applicable √ Not applicable
No such cases in the Reporting Period.
2. Where there had been an earnings forecast for an asset or project and the Reporting Period was still
within the forecast period, explain why the forecast has been reached for the Reporting Period.
□Applicable √ Not applicable
IV Occupation of the Company’s Capital by the Controlling Shareholder or Its Related
Parties for Non-Operating Purposes
□ Applicable √ Not applicable
No such cases in the Reporting Period.
V Explanations Given by the Board of Directors, the Supervisory Board and the Independent
Directors (if any) Regarding the Independent Auditor's “Modified Opinion” on the Financial
Statements of the Reporting Period
□ Applicable √ Not applicable
VI YoY Changes to Accounting Policies, Estimates and Methods
□ Applicable √ Not applicable
No such cases in the Reporting Period.
VII Retrospective Restatements due to Correction of Material Accounting Errors in the
Reporting Period
□ Applicable √ Not applicable
No such cases in the Reporting Period.
VIII YoY Changes to the Scope of the Consolidated Financial Statements
□ Applicable √ Not applicable
No such cases in the Reporting Period.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
IX Engagement and Disengagement of Independent Auditor
Current independent auditor:
Name of the domestic independent auditor Ruihua Certified Public Accountants LLP
The Company’s payment to the domestic independent
auditor (RMB’0,000)
How many consecutive years the domestic independent
auditor has provided audit service for the Company
Names of the certified public accountants from the
domestic independent auditor writing signatures on the Cai Xiaodong, Wang Huansen
auditor’s report
How many consecutive years the certified public
accountants from the domestic independent auditor 4
have provided audit service for the Company
Name of the foreign independent auditor (if any) None
The Company’s payment to the foreign independent
auditor (RMB’0,000) (if any)
How many consecutive years the foreign independent
auditor has provided audit service for the Company (if None
any)
Names of the certified public accountants from the
foreign independent auditor writing signatures on the None
auditor’s report (if any)
How many consecutive years the certified public
accountants from the foreign independent auditor have None
provided audit service for the Company (if any)
Indicate by tick mark whether the independent auditor was changed for the Reporting Period.
□ Yes √ No
Independent auditor, financial advisor or sponsor engaged for the audit of internal controls:
√ Applicable □ Not applicable
The Company hired Ruihua Certified Public Accountants LLP to provide internal control audit service for this
Reporting Period at the cost of RMB0.25 million.
X Possibility of Listing Suspension or Termination after Disclosure of this Report
□ Applicable √ Not applicable
XI Insolvency and Reorganization
□ Applicable √ Not applicable
No such cases in the Reporting Period.
XII Major Legal Matters
√Applicable □ Not applicable
Involved Index to
General Provisio Execution of Disclosure
amount Progress Decisions and effects disclosed
information n decisions date
(RMB’0, information
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
000)
Business Tourism
Company had to pay
for the compensation
RMB36.62 million
and the relevant
interest (from 14
September 1998 to The applicant
the payment day) to has received
Xi’an Fresh Peak RMB15.20
Company within one million. Now
month after the Business
judgment entering Tourism
into force. If the Company has
Business Tourism no executable Interim
Company failed to properties Report
Xi’an Project In pay in time, it had to and Xi’an 29 August 2018 (full
2,100 No
Lawsuit execution pay double debt Joint 2018 text) on
interests to Xi’an Commission www.cninf
Fresh Peak Company on Commerce o.com.cn
for the overdue has been
period; ② Xi’an refusing to
Joint Commission on execute the
Commerce had jointly ruling. It is
and severally difficult to
obligation of the recover the
interests of the rest.
compensation; . ③
Business Tourism
Company shall bear
RMB227,500 of the
acceptance fee and
the security fee.
XIII Punishments and Rectifications
□ Applicable √ Not applicable
No such cases in the Reporting Period.
XIV Credit Quality of the Company as well as Its Controlling Shareholder and Actual
Controller
□ Applicable √ Not applicable
XV Equity Incentive Plans, Employee Stock Ownership Plans or Other Incentive Measures
for Employees
□ Applicable √ Not applicable
No such cases in the Reporting Period.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
XVI Major Related-Party Transactions
1. Continuing Related-Party Transactions
√Applicable □ Not applicable
Obtain
As %
Appro able
Relatio of total Index
ved Over market
nship Type Specifi Total value Metho to
Pricing Transa transac the price Disclo
Related with of c value of all d of disclos
princip ction tion approv for sure
party the transac transac (RMB’ same-t settlem ed
le price line ed line same-t date
Compa tion tion 0,000) ype ent inform
(RMB’ or not ype
ny transac ation
0,000) transac
tions
tions
Wholly
-owned
Annua
Contro subsidi
l
lled by ary Negoti
Shenzhe Report
the Engine underto ate
n Jianan Bank 29 disclos
same ering ok throug
(Group) - 148.06 0.40% 148.06 Not transfe - March ed on
compa constru engine h
Co., r 2019 www.
ny as ction ering agreem
Ltd. cninfo
the constru ents
.com.c
parent ction of
n
related
party
Wholly
-owned
subsidi
Contro ary Annua
lled by paid Negoti l
Shenzhe
the Engine total ate Report
n Jianan Bank
same ering accoun throug 2,511. 2,511. disclos
(Group) - 3.66% Not transfe - March
compa constru t for h 4 4 ed on
Co., r
ny as ction constru agreem www.
Ltd.
the ction ents cninfo
parent contrac .com.c
ted to n
related
party
2,659. 2,659.
Total -- -- -- -- -- -- -- --
46
Large-amount sales return in
N/A
detail
Give the actual situation in the
Reporting Period (if any) where
an estimate had been made for
the total value of continuing N/A
related-party transactions by
type to occur in the Reporting
Period
Reason for any significant
difference between the
N/A
transaction price and the market
reference price (if applicable)
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
2. Related-Party Transactions Regarding Purchase or Sales of Assets or Equity Interests
□ Applicable √ Not applicable
No such cases in the Reporting Period.
3. Related Transactions Regarding Joint Investments in Third Parties
□ Applicable √ Not applicable
No such cases in the Reporting Period.
4. Credits and Liabilities with Related Parties
□ Applicable √ Not applicable
No such cases in the Reporting Period.
5. Other Major Related-Party Transactions
□ Applicable √ Not applicable
No such cases in the Reporting Period.
XVII Major Contracts and Execution thereof
1. Entrustment, Contracting and Leases
(1) Entrustment
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(2) Contracting
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(3) Leases
□ Applicable √ Not applicable
No such cases in the Reporting Period.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
2. Major Guarantees
□ Applicable √ Not applicable
No such cases in the Reporting Period.
3. Cash Entrusted to Other Entities for Management
(1) Cash Entrusted for Wealth Management
√ Applicable □ Not applicable
Overview of cash entrusted for wealth management in the Reporting Period
Unit: RMB’0,000
Overdue unrevoked
Type Capital resources Amount incurred Outstanding balance
amount
Bank financial
Self-owned funds 60,000 0
products
Bank financial
Self-owned funds 90,000 90,000
products
Total 150,000 90,000
High-risk entrusted wealth management with significant single amount or low security, poor liquidity and no
capital preservation:
□ Applicable √ Not applicable
Whether there is the case where the principal cannot be recovered at maturity or other case which may cause
impairment for entrusted wealth management
□ Applicable √ Not applicable
(2) Entrusted Loans
□ Applicable √ Not applicable
No such cases in the Reporting Period.
4. Other Major Contracts
□ Applicable √ Not applicable
No such cases in the Reporting Period.
XVIII Corporate Social Responsibility (CSR)
1. Measures Taken to Fulfill CSR Commitment
The Company paid attention on the execution of the social responsibilities and positively protected
the legal interests of the stakeholders such as the creditors, employees, customers, suppliers and
community as well as executed the social responsibilities. During the Reporting Period, the
Company organized the volunteer team and the Party member volunteer service team and positively
developed the volunteer service and the Party member volunteer service activities; furthermore, the
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Company also executed the social responsibilities as a state-owned enterprise, made donations to
Shenzhen Charity Community Public Welfare Fund, provided special funds for community to
carrying out joint construction, joint governance and joint enjoyment, helped families with family
planning difficulty, paid consolation money to Party members and employees in hardship and
hospitalized employees due to diseases; carried out condolence activities for employees on their
birthday and for retired cadres on festivals; positively developed the interest teams activities such as
the badminton, table tennis, mountain climbing and basketball as well as football. As of the
Reporting Period, the Company was successively honored by GuangDong Provincial Enterprise
Confederation and Guangdong Provincial Association of Entrepreneurs as \"Best Honesty Enterprise
of Guangdong Province\" for seven years. Besides, during the Reporting Period, the Company was
honored by Shenzhen Real Estate Association as “Enterprise with High Brand Value in Shenzhen
Real Estate Development Industry” and “High-integrity (Superior) Enterprise in Shenzhen Real
Estate Development Industry”.
2. Measures Taken for Targeted Poverty Alleviation
(1) Plans
(2) Summary of the Related Work Done in the Reporting Period
(3) Results
Measurement
Indicator Quantity/Progress
unit
1. General results —— ——
2. Itemized results —— ——
2.1 Out of poverty by industrial
—— ——
development
2.2 Out of poverty by transferring
—— ——
employment
2.3 Out of poverty by relocation —— ——
2.4 Out of poverty by education —— ——
2.5 Out of poverty by improving health —— ——
2.6 Out of poverty by protecting
—— ——
ecological environment
2.7 Subsidy for the poorest —— ——
2.8 Social poverty alleviation —— ——
2.9 Other items —— ——
3. Accolades received (for what and at
—— ——
what level)
(4) Subsequent Plans
3. Issues Related to Environmental Protection
Indicate by tick mark whether the Company or any of its subsidiaries is identified as a major polluter by the
environmental protection authorities.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Not applicable
XIX Other Significant Events
√ Applicable □ Not applicable
Since the controlling shareholder of the Company is planning a significant event that involves the
Company, upon the application to the Shenzhen Stock Exchange, trading in the stocks of the
Company (A-stock under the name of “SPG A” and the symbol of “000029”; B-stock under the
name of “SPG B” and the symbol of “200029”) was suspended starting from the opening of 14
September 2016. The Company disclosed the Announcement on Share Trading Suspension due to
Planning of Significant Event (No. 2016-022), the Announcement on Continued Share Trading
Suspension due to Planning of Significant Event (No. 2016-023) and the Announcement on
Continued Share Trading Suspension due to Planning of Significant Event (No. 2016-024) on 14
September 2016, 22 September 2016 and 29 September 2016, respectively. Upon ascertainment, the
event constituted a material asset restructuring. The Company disclosed the Announcement on
Share Trading Suspension due to Planning of Major Assets Restructuring (No. 2016-025) on 30
September 2016 and the Announcement on Signing Cooperation Agreement on Restructuring and
Listing (No. 2016-027) on 10 October 2016.
The Company convened the 33rd Meeting of the 7th Board of the Directors on 11 November 2016,
which the Proposal on Continued Share Trading Suspension due to Planning of Major Assets
Restructuring was reviewed and approved. For details, see the Announcement on Continued Share
Trading Suspension after Expiration of Period of Share Trading Suspension due to Planning of
Major Assets Restructuring (No. 2016-039) disclosed on 14 November 2016.
The Company convened the 1st Extraordinary General Meeting of 2016 on 12 December 2016, on
which the Proposal on Continued Share Trading Suspension due to Planning of Major Assets
Restructuring was reviewed and approved. For details, see the Announcement on Application for
Continued Share Trading Suspension after Expiration of Period of Share Trading Suspension due
to Planning of Major Assets Restructuring (No. 2016-047) disclosed on 13 December 2016.
The Company held an online illustration meeting to investors on 10 March 2017, communicating
this major assets restructuring with them and answering questions that they were generally
concerned about with the information allowed to be disclosed. For details, see the Announcement on
Online Illustration Meeting to Investors (No. 2017-012) disclosed on 11 March 2017.
To ensure the smooth progress of this major assets restructuring, prevent abnormal fluctuations in
the prices of its stocks and protect the rights and interests of its non-controlling interests, the
Company has applied to the Shenzhen Stock Exchange for continued share trading suspension for
no more than 1 month as of 14 March 2019 and expects to disclose the major assets restructuring
plan or report according to the requirements of the Standards for the Contents and Formats of
Information Disclosure by Companies Offering Securities to the Public No. 26—Major Assets
Restructuring of Listed Companies prior to 14 April 2019. For details, see the Announcement on
Delay of Share Trading Resumption and Progress of Planning of Major Assets Restructuring (No.
2019-013) disclosed on 14 March 2019.
During the share trading suspension period, the Company shall disclose the progress of this major
assets restructuring at least every five trading days in strict accordance with the requirements of
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
applicable laws and regulations. At present, this major assets restructuring is proceeding smoothly.
This major assets restructuring is subject to great uncertainty. Therefore, investors are kindly
reminded to pay attention to possible investment risk.
XX Significant Events of Subsidiaries
√ Applicable □ Not applicable
Shantou Huafeng Real Estate Development Co., Ltd., the wholly-owned subsidiary of the Company,
increased its registered capital. For details, please refer to the Announcement on Resolutions of the
42nd Meeting of the 7th Directors of the Board of Shenzhen Special Economic Zone Real Estate &
Properties (Group) Co., Ltd. disclosed on www.cninfo.com.cn by the Company on 28 August 2018.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Part VI Share Changes and Shareholder Information
I. Share Changes
1. Share Changes
Unit: share
Before Increase/decrease in the Reporting Period (+/-) After
Shares
Shares
as
as
dividend
Percenta New dividend Percenta
Shares converte Other Subtotal Shares
ge (%) issues converte ge (%)
d from
d from
capital
profit
reserves
1. Restricted shares 0 0.00% 0 0 0 0 0 0 0.00%
1.1 Shares held by the
0 0.00% 0 0 0 0 0 0 0.00%
state
1.2 Shares held by
0 0.00% 0 0 0 0 0 0 0.00%
state-own Legal-person
1.3 Shares held by other
0 0.00% 0 0 0 0 0 0 0.00%
domestic investors
Among which: shares
held by domestic legal 0 0.00% 0 0 0 0 0 0.00%
person
Shares held by domestic
0 0.00% 0 0 0 0 0 0 0.00%
natural person
1.4 Oversea
0 0.00% 0 0 0 0 0 0.00%
shareholdings
Among which: shares
held by oversea legal 0 0.00% 0 0 0 0 0 0 0.00%
person
Shares held by oversea
0 0.00% 0 0 0 0 0 0 0.00%
natural person
1,011,66 1,011,66 100.00
2. Unrestricted shares 100.00% 0 0 0 0 0
0,000 0,000 %
891,660, 891,660,
2.1 RMB ordinary shares 88.14% 0 0 0 0 0 88.14%
000
2.2 Domestically listed 120,000, 120,000,
11.86% 0 0 0 0 0 11.86%
foreign shares 000
2.3 Oversea listed foreign
0 0.00% 0 0 0 0 0 0 0.00%
shares
2.4 Other 0 0.00% 0 0 0 0 0 0 0.00%
1,011,66 1,011,66 100.00
3. Total shares 100.00% 0 0 0 0 0
0,000 0,000 %
Reasons for share changes:
□ Applicable √ Not applicable
Approval of share changes:
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
□ Applicable √ Not applicable
Transfer of share ownership:
□ Applicable √ Not applicable
Progress on any share repurchase:
□ Applicable √ Not applicable
Progress on reducing the repurchased shares by means of centralized bidding:
□ Applicable √ Not applicable
Effects of share changes on the basic and diluted earnings per share, equity per share attributable to the
Company’s ordinary shareholders and other financial indicators of the prior year and the prior accounting period,
respectively:
□ Applicable √ Not applicable
Other information that the Company considers necessary or is required by the securities regulator to be disclosed:
□ Applicable √ Not applicable
2. Changes in Restricted Shares
□ Applicable √ Not applicable
II. Issuance and Listing of Securities
1. Securities (Exclusive of Preferred Shares) Issued in the Reporting Period
□ Applicable √ Not applicable
2. Changes to Total Shares, Shareholder Structure and Asset and Liability Structures
□ Applicable √ Not applicable
3. Existing Staff-Held Shares
□ Applicable √ Not applicable
III Shareholders and Actual Controller
1. Shareholders and Their Shareholdings at the Period-End
Unit: share
Number of ordinary Number of preferred Number of preferred
Number of
shareholders at the shareholders with shareholders with resumed
ordinary 76,443 76,443 0
month-end prior to the resumed voting rights voting rights at the
shareholders
disclosure of this (if any) (see note 8) month-end prior to the
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Report disclosure of this Report (if
any) (see note 8)
5% or greater shareholders or top 10 shareholders
Total Increase Shares in pledge or frozen
Shareho shares /decreas Restrict Unrestric
Name of Nature of lding held at e in the ed ted
shareholder shareholder percenta the Reporti shares shares Status Shares
ge period-e ng held held
nd Period
Shenzhen
Investment State-owned 642,884 642,884,
63.55%
Holdings Co., legal person ,262
Ltd
Shandong Gold
Financial
Holding Capital
Management Co., Domestic
non-state-own 10,300, 10,300,0
Ltd. － Shandong 1.02%
ed legal 000
Gold Financial person
Holding
Sustaining Fund
1
Domestic 3,246,9 3,246,94
Lu Zhigao 0.32%
natural person 49
Domestic 1,286,7 1,286,70
Tan Shiqing 0.13%
natural person 01
Domestic 1,273,7 1,273,70
Yang Shuilian 0.13%
natural person 00
Domestic 1,255,7 1,255,75
Yang Jianxiong 0.12%
natural person 50
Central Huijin
Asset State-owned 1,165,5 1,165,50
0.12%
Management Co., legal person 00
Ltd.
Domestic 1,129,0 1,129,08
Peng Wei 0.11%
natural person 82
Foreign 1,109,3 1,109,30
Wu Haoyuan 0.11%
natural person 00
Guotai Junan
Foreign legal 1,015,6 1,015,68
Securities (Hong 0.10%
person 83
Kong) Limited
Strategic investor or general
legal person becoming a top-10
None
ordinary shareholder due to
rights issue (if any) (see note 3)
Related or acting-in-concert The Company has found no related parties or acting-in-concert parties as
parties among the shareholders defined in the Administrative Measures for Shareholding Changes in Listed
above Companies among the shareholders above.
Top 10 unrestricted shareholders
Shares by type
Name of shareholder Unrestricted shares held at the period-end
Type Shares
Shenzhen Investment Holdings RMB ordinary
642,884,262 642,884,262
Co., Ltd shares
Shandong Gold Financial
Holding Capital Management RMB ordinary
10,300,000 10,300,000
shares
Co., Ltd. － Shandong Gold
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Financial Holding Sustaining
Fund 1
RMB ordinary
Lu Zhigao 3,246,949 3,246,949
shares
RMB ordinary
Tan Shiqing 1,286,701 1,286,701
shares
RMB ordinary
Yang Shuilian 1,273,700 1,273,700
shares
Domestically
Yang Jianxiong 1,255,750 listed foreign 1,255,750
share
Central Huijin Asset RMB ordinary
1,165,500 1,165,500
Management Co., Ltd. shares
RMB ordinary
Peng Wei 1,129,082 1,129,082
shares
Domestically
Wu Haoyuan 1,109,300 listed foreign 1,109,300
share
Domestically
Guotai Junan Securities (Hong
1,015,683 listed foreign 1,015,683
Kong) Limited
share
Related or acting-in-concert
parties among top 10 unrestricted
The Company has found no related parties or acting-in-concert parties as
public shareholders, as well as
defined in the Administrative Measures for Shareholding Changes in Listed
between top 10 unrestricted
Companies among the shareholders above.
public shareholders and top 10
shareholders
Top 10 ordinary shareholders The fourth shareholder holds all his shares in the Company in his accounts of
involved in securities margin credit. And the third shareholder holds some of his shares in the Company in
trading (if any) (see note 4) such accounts.
Indicate by tick mark whether any of the top 10 ordinary shareholders or the top 10 unrestricted ordinary shareholders of the
Company conducted any promissory repo during the Reporting Period.
□ Yea √ No
No such cases in the Reporting Period.
2. Controlling Shareholder
Nature of the controlling shareholder: Controlled by a local state-owned legal person
Type of the controlling shareholder: legal person
Name of Legal
Date of Unified social credit
controlling representative/person in Principal activity
establishment code
shareholder charge
Investment in equities
on behalf of the
Shenzhen
government and
Investment
Wang Yongjian 13 October 2004 767566421 management of those
Holdings Co.,
investments;
Ltd.
development and
operation of
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
government-allocated
land; and investment in
and provision of
services for strategic
emerging industries
380,380,000 shares in SZPRD A (000011), representing a stake of 63.82%;
234,070,000 shares in STHC (000045) , representing a stake of 45.78%;
12,360,000 shares in Shenzhen Universe A (000023) , representing a stake of 8.91%;
962,720,000 shares in Ping An (601318) , representing a stake of 5.27%;
2,749,520,000 shares in Guosen Securities (002736) , representing a stake of 33.53%;
Controlling 609,430,000 shares in Guotai Junan (601211) , representing a stake of 6.99%;
shareholder’s 103,370,000 shares in Guotai Junan (2611.HK), representing a stake of 1.19%;
holdings in other 195,030,000 shares in Telling Holding (000829) , representing a stake of 18.80%;
listed companies 255,890,000 shares in Infinova (002528), representing a stake of 21.35%;
at home or 2,213,450,000 shares in HOPEWELL INFR-R (0737.HK), representing a stake of 71.83%;
abroad in the 188,000,000 shares in BEAUTYSTAR (002243), representing a stake of 51.52%;
Reporting Period 388,450,000 shares in EA (002183), representing a stake of 18.30%;
42,000,000 shares in ETOP (834386), representing a stake of 60.00%;
20,000,000 shares in CCIC Testing (836325) , representing a stake of 40.00%;
113,980,000 shares in Techand Ecology (002243), representing a stake of 5.00%;
5,640,000 shares in Shenzhen Energy (000027), representing a stake of 0.14%;
9,520,000 shares in BOCOM (601328), representing a stake of 0.01%.
Change of the controlling shareholder in the Reporting Period:
□ Applicable √ Not applicable
No such cases in the Reporting Period.
3. Actual Controller and Its Acting-in-Concert Parties
Nature of the actual controller: Local institution for state-owned assets management
Type of the actual controller: legal person
Legal
representative/ Date of Unified social credit
Name of actual controller Principal activity
person in establishment code
charge
Perform the responsibilities
Shenzhen State-owned
of investor on behalf of the
Assets Supervision and
Peng Haibin 31 July 2004 K3172806-7 state, and supervise and
Administration
manage the authorized
Commission
state-owned assets legally.
Other listed companies at
In addition to the Company controlling shareholder - Shenzhen Investment Holding
home or abroad controlled
Co., Ltd. Other domestic and overseas listed companies whose equity held by the
by the actual controller in
actual controllers did not rank among the top ten shareholders of the Company.
the Reporting Period
Change of the actual controller during the Reporting Period:
□ Applicable √ Not applicable
No such cases in the Reporting Period.
Ownership and control relations between the actual controller and the Company:
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Shenzhen State-owned Assets
Supervision and Administration
Commission
Shenzhen Investment Holdings
Co., Ltd.
The Company
Indicate by tick mark whether the actual controller controls the Company via trust or other ways of asset
management.
□ Applicable √ Not applicable
4. Other 10% or Greater Corporate Shareholders
□ Applicable √ Not applicable
5. Limitations on Shareholding Decrease by the Company’s Controlling Shareholder, Actual Controller,
Reorganizer and Other Commitment Makers
□ Applicable √ Not applicable
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Part VII Preferred Shares
□ Applicable √ Not applicable
No preferred shares in the Reporting Period.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Part VIII Directors, Supervisors, Senior Management and Staff
I Change in Shareholdings of Directors, Supervisors and Senior Management
Beginnin Increase in Decrease in
Incu Other Ending
g the the
Office mben Gend Start of End of increase sharehol
Name Age sharehol Reporting Reporting
title t/For er tenure tenure /decreas ding
ding Period Period
mer e (share) (share)
(share) (share) (share)
Chairm
Zhou Incu
an of 17 April 16 April
Jiangu mben Male 63 0 0 0 0 0
the 2012 2015
o t
Board
Genera
l
Chen Incu
Manag 17 April 16 April
Maozh mben Male 54 0 0 0 0 0
er and 2012 2015
eng t
Directo
r
Incu
Zhuang Superv 17 April 16 April
mben Male 63 80,000 0 0 0 80,000
Quan isor 2012 2015
t
Deng Incu
Directo 17 April 16 April
Kangc mben Male 52 10,000 0 0 0 10,000
r 2012 2015
heng t
Incu
Directo Fema 17 April 16 April
Wen Li mben 49 0 0 0 0 0
r le 2012 2015
t
Incu
Jiang Directo Fema 17 April 16 April
mben 54 0 0 0 0 0
Lihua r le 2012 2015
t
CFO
Incu
Zhang and 17 April 16 April
mben Male 50 0 0 0 0 0
Lei Directo 2012 2015
t
r
Liu Indepe
15 May
Quanm ndent Left Male 54 October 0 0 0 0 0
in director
Indepe Incu 15 14
Song
ndent mben Male 50 October October 0 0 0 0 0
Botong
director t 2010 2016
Zhang Indepe Incu
23 April 22 April
Shunw ndent mben Male 50 0 0 0 0 0
2014 2017
en director t
Kang Indepe Incu
15 May 14 May
Xiaoyu ndent mben Male 54 0 0 0 0 0
2018 2021
e director t
Wang Superv Fema 17 April 16 April
Left 54 0 0 0 0 0
Xiuyan isor le 2012 2015
Incu
Li Superv Fema 17 April 16 April
mben 40 0 0 0 0 0
Yufei isor le 2012 2015
t
Ren Superv Incu Male 38 15 May 14 May 0 0 0 0 0
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Wei isor mben 2018 2021
t
Teng Incu
Vice 17 May 16 May
Xianyo mben Male 61 0 0 0 0 0
GM 2012 2015
u t
Wei Incu
Vice Fema 16 May
Hanpin mben 52 Septemb 0 0 0 0 0
GM le
g t er 2012
Vice
GM,
Tang Incu
Secreta 16 May
Xiaopi mben Male 48 October 0 0 0 0 0
ry of
ng t
the
Board
Feng Incu
Superv 2 March 1 March
Hongw mben Male 47 0 0 0 0 0
isor 2017 2020
ei t
Incu
Superv Fema 27 April 26 April
Lin Jun mben 49 0 0 0 0 0
isor le 2016 2019
t
Secreta
ry of 17 May 26 April
Chen Ji Left Male 47 0 0 0 0 0
the 2012 2018
Board
Total -- -- -- -- -- -- 90,000 0 0 0 90,000
II Change of Directors, Supervisors and Senior Management
√Applicable □ Not applicable
Type of
Name Office title Date of change Reason for change
change
Board
Chen Ji Left 26 April 2018 Job change
Secretary
Independent
Liu Quanmin Left 15 May 2018 Personal reasons
director
Wang Xiuyan Supervisor Left 15 May 2018 Retired
III Biographical Information
Professional backgrounds, major work experience and current duties in the Company of the incumbent directors,
supervisors and senior management:
Professional backgrounds, major work experience and current duties in the Company of the incumbent directors,
supervisors and senior management:
1. Zhou Jianguo: he was once the Vice GM of Shenzhen Investment Holdings Co., Ltd. And he has
been the Secretary of CPC and Chairman of the Board of the Company since February 2009.
2. Chen Maozheng: he once was the Vice Secretary of CPC and managing director of Shenzhen
City Construction Development (Group) Co. Ltd. And he has been the Vice Secretary of CPC and
Director as well as managing director of the Company since October 2009.
3. Zhuang Quan: he once was Chairman of the Supervisory Board of Shenzhen Shenfubao Group
Co., Ltd. He has been the Chairman of the Supervisory Board of the Company since April 2012.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
4. Deng Kangcheng: he was once deputy director, director of the Office of Shenzhen Investment
Holdings Co., Ltd., and supervisor of the Company. And he has been director, Vice Secretary of
CPC and Secretary in Discipline Inspection Committee of the Company since February 2009.
5. Zhang Lei: he was once the CFO and Secretary to the Board of SDIC ZHONGLU FRUIT Co.,
Ltd. And he has been the Director and CFO of the Company since October 2010.
6. Kang Xiaoyue: he was once the staff member of Department of Justice of Jiangxi Province, a
reporter, editor and head of News Department of Shenzhen Legal Newspaper. Now he serves as a
chief lawyer and senior partner of Guangdong Wansheng Law Firm. Since May 2018 he acts as an
independent director of the Company.
7. Song Botong: he ever took posts of Deputy Chief of Civil Engineering Department in College of
Architecture and Civil Engineering and Chairman of Labor Union, and Secretary of CPC of
Shenzhen University. Now he acts as Standing Deputy Director of Research Center for Real Estate
and Director of Infrastructure Department in Shenzhen University. He has been the Independent
Director of the Company since October 2010.
8. Zhang Shunwen: he acted as Director of the Shenzhen Juyuan Certified Public Accounting, now
he acts as partner of BDO China Shu Lun Pan Certified Public Accountants LLP. He acts as
Independent Directors of the Company since April 2014.
9. Wen Li: she once worked as the Vice Chief of the Investment and Development Department,
Vice Director of Management Center for Construction Project and Minister of Enterprise
Department I of Shenzhen Investment Holdings Co., Ltd. Now, she serves as the Director, GM and
Deputy Secretary of CPC in Shenzhen Bay Technology Development Co., Ltd. And she has been
the Director of the Company since September 2006.
10. Jiang Lihua: she once was the Vice Chief of the Finance Department and the Chief of Appraisal
and Distribution Department in Shenzhen Investment Holdings Co., Ltd. Now, he serves as the
Chief of Financial Department (Settlement Center). And she has been acting as Director of the
Company since February 2009.
11. Feng Hongwei: He once was the Vice Chief of the Board Secretariat, and the Securities
Representative. Now he acts as the Audit Supervisory Manager of the Company. He has been acting
as a supervisor of the Company since March 2017.
12. Ren Wei: he once was the CFO of Xian Zhenye Real Estate Development Co., Ltd., minister of
Budget & Financing Department and director of Fund Centre of Shenfubao Group Co., Ltd. Now he
serves as the vice minister of Audit Department of Shenzhen Investment Holdings Co., Ltd. Since
May 2018 he serves as the supervisor of the Company.
13. Lin Jun: She once was the Vice Chief of the Party-Mass Work Department and the Vice
Discipline Inspection Secretary & Chief of the Party-Mass Work Department of the Company. And
she has been acting as a supervisor of the Company since April 2016.
14. Li Yufei: she ever worked as the Assistant to the Manager of the Investment Department and
Assistant to the Manager & Vice Manager of Assets Management Centre as well as the Senior
Management Staff of Enterprise Department I and Enterprise Department II (Journal Center) in
Shenzhen Investment Holdings Co., Ltd. Now, he serves as the senior executive of Industrial
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Management Department. And she has been the Supervisor of the Company since April 2012.
15. Teng Xianyou: he once was the Vice GM of Shenzhen Tagen Group Co., Ltd., and concurrently
as GM of Shenzhen Municipal Engineering Corp. And he has been Vice GM of the Company since
December 2009.
16. Wei Hanping: he ever worked as the Manager of the Leasing Operation Department in
Shenzhen City Construction Development (Group) Co. and the Manager of Cost Control
Department of the Company. And he has been the Vice GM of the Company since September 2012.
17. Tang Xiaoping: he ever act as CFO of Shenzhen HRD Assets Management Company, minister
of Financial Operations Management Department of Shenzhen Foreign Labor Service Co., Ltd.,
legal representative, the executive director of the Shenzhen Foreign Affairs Service Center, and
financing plan department manager of the Company. Since 22 October 2013 he acts as deputy GM
of the Company. Since 26 April 2018 he acts as Secretary of the Board of the Company.
Offices held concurrently in shareholding entities:
√Applicable □Not applicable
Remuneration or
Office held in the End of allowance from
Name Shareholding entity Start of tenure
shareholding entity tenure the shareholding
entity
Chief of Financial
Jiang Shenzhen Investment
Department (Settlement 1 March 2017 Yes
Lihua Holdings Co., Ltd
Center)
Shenzhen Investment Vice minister of Audit
Ren Wei 18 September 2017 Yes
Holdings Co., Ltd Department
Senior executive of
Shenzhen Investment
Li Yufei Industrial Management 1 July 2015 Yes
Holdings Co., Ltd
Department
Offices held concurrently in The relevant personnel get paid by shareholder entities for their jobs therein, not
shareholding entities for being directors or supervisors of the Company.
Offices held concurrently in other entities:
√Applicable □Not applicable
Remuneration or
End of
Name Other entity Office held in the entity Start of tenure allowance from
tenure
the entity
Song Infrastructure Department
Director 1 March 2013 Yes
Botong of Shenzhen University
BDO China Shu Lun Pan
Zhang
Certified Public Partner 1 March 2008 Yes
Shunwen
Accountants LLP.
Kang Guangdong Wansheng Law
Senior partner 1 December 1993 Yes
Xiaoyue Firm
Shenzhen Bay Technology Director, GM and Deputy
Wen Li 1 December 2016 Yes
Development Co., Ltd. Secretary of CPC
Zhang Shenzhen Agricultural
CFO 11 January 2017 Yes
Lei Products Co., Ltd.
Zhang Shenzhen Zhenye (Group)
Supervisor 16 March 2017 No
Lei Co., Ltd.
Offices held concurrently in The relevant personnel get paid by other entities for their jobs therein, not for
other entities being directors of the Company.
Punishments imposed in the recent three years by the securities regulator on the incumbent directors, supervisors
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
and senior management as well as those who left in the Reporting Period:
□ Applicable √ Not applicable
IV Remuneration of Directors, Supervisors and Senior Management
Decision-making procedure, determination basis and actual payments of remuneration for directors, supervisors
and senior management:
It was executed according to the procedures stipulated in the Interim Measures for the Administration of Human
Resources of the Company.
Their remuneration was decided in accordance with the Interim Provisions of the Annual Salary System for
Managers of the State-owned Enterprises in Shenzhen and spirit of relevant documents as well as the Interim
Measures for the Administration of Human Resources of the Company.
The Directors Jiang Lihua and Wen Li, and the Supervisor Wang Xiuyan, Li Yufei and Ren Wei are dispatched
by controlling shareholders of the Company without drawing remuneration from the Company.
With review and approval of the 2013 Annual General Meeting convened on 23 April 2014, allowance for each
independent director was adjusted to RMB7,000 (tax included) per month since May 2014. Besides, they
received no other rewards from the Company.
The Company paid their remuneration monthly according to relevant systems for remuneration management of
the Company.
Remuneration of directors, supervisors and senior management for the Reporting Period
Unit: RMB'0,000
Incumbe Total before-tax
Gend Any remuneration from
Name Office title Age nt/Forme remuneration from the
er related party
r Company
Zhou Chairman of the Incumbe
Male 63 90.7 No
Jianguo Board nt
Chen
General Manager and Incumbe
Maozhen Male 54 98.57 No
Director nt
g
Zhuang Incumbe
Supervisor Male 63 61.49 No
Quan nt
Deng
Incumbe
Kangche Director Male 52 86.3 No
nt
ng
Fema Incumbe
Wen Li Director 49 0 No
le nt
Jiang Fema Incumbe
Director 54 0 No
Lihua le nt
Zhang Incumbe
CFO and Director Male 50 0 No
Lei nt
Liu
Independent director Male 54 Left 2.8 No
Quanmin
Song Incumbe
Independent director Male 50 8.4 No
Botong nt
Zhang Incumbe
Independent director Male 52 8.4 No
Shunwen nt
Kang Incumbe
Independent director Male 54 5.6 No
Xiaoyue nt
Wang Fema
Supervisor 54 Left 0 Yes
Xiuyan le
Fema Incumbe
Li Yufei Supervisor 56 0 No
le nt
Ren Wei Supervisor Male 40 Incumbe 0 No
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
nt
Fema Incumbe
Lin Jun Supervisor 49 49.11 No
le nt
Feng Incumbe
Supervisor Male 47 49.11 No
Hongwei nt
Teng Incumbe
Vice GM Male 61 73.22 No
Xianyou nt
Wei Fema Incumbe
Vice GM 52 84.41 No
Hanping le nt
Tang Vice GM, Secretary of Incumbe
Male 48 86.3 No
Xiaoping the Board nt
Chen Ji Secretary of the Board Male 47 Left 50.92 No
Total -- -- -- -- 755.33 --
Equity incentives for directors, supervisors and senior management in the Reporting Period:
□ Applicable √ Not applicable
V Employees
1. Number, Functions and Educational Backgrounds of Employees
Number of in-service employees of the Company as the
parent
Number of in-service employees of major subsidiaries 1,847
Total number of in-service employees 1,954
Total number of paid employees in the Reporting
1,954
Period
Number of retirees to whom the Company as the parent
or its major subsidiaries need to pay retirement
pensions
Functions
Function Employees
Production 1,314
Sales
Technical
Financial
Administrative
Total 1,954
Educational backgrounds
Educational background Employees
Doctors
Masters
Bachelors
College graduates
Technical secondary school graduates
High school graduates and below 1,279
Total 1,954
2. Employee Remuneration Policy
The management personnel above vice general manager (including vice GM) of the Company
conducted annual salary system, other employees conducted contacting the performance with the
benefit salary system.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
3. Employee Training Plans
The Company established annual training plan in line with Measures for the Management of
Employee Training The Company adopts internal training, hires experts give lectures to the
Company or participate professional training, train the on job employees with job knowledge,
professional skills, rules and regulations, the business process etc., which enrich and renew the
professional knowledge, enhance the comprehensive quality and business skills of the employees.
4. Labor Outsourcing
□ Applicable √ Not applicable
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Part IX Corporate Governance
I Basic Situation of Corporate Governance
In this Reporting Period, the Company strictly accorded with requirements of Company Law,
Securities Law, Code of Corporate Governance of Listed Companies and other laws and statutes,
continuously perfected its corporate governance, and standardized its operation. The actual situation
of corporate governance was in line with the requirements of the relevant normative documents.
The operating mechanism, of which the Board of Directors made decisions, the management team
took execution, and the Supervisory Board implemented supervision.
(I) Preparations and holding of shareholders’ general meeting and disclosure of resolution of the
meetings were normatively in line with Articles of Association and Rules for Procedure of the
Shareholders’ General Meeting; all shareholders were on an equal position and could fully exercise
their legal rights.
(II) Directors and the Board of Directors: The Board is responsible for decision-making and
choosing directions. It exercised its power as per the corporate governance requirements.
Preparations, holding and disclosure of resolution of the Board sessions were normatively in line
with the Articles of Association and Rules of Procedure for the Board of Directors; all directors
performed their obligations in an honest and diligent manner; independent directors had a rational
profession structure; and special committees concerning strategy, audit, nomination, remuneration
and appraisal under the Board can operate positively and effectively.
(III) Supervisors and the Supervisory Board: structure of the Supervisory Board was reasonable.
The Supervisory Board conducted the supervision and inspection for the significant events of the
Company strictly in accordance with the Rules for Procedure of the Supervisory Board, and
exercised its supervision right effectively and brought its supervision function into fully play.
(IV) Manager level: the manager level of the Company was fully responsible for the production and
management of the Company, performed their obligations in an honest and diligence manner.
Implemented the resolution of the Board with efficient supervision and restriction and acquired
good achievement.
Indicate by tick market whether there is any material incompliance with the regulatory documents issued by the
CSRC governing the governance of listed companies.
□ Yes √ No
No such cases in the Reporting Period.
II The Company’s Independence from Its Controlling Shareholder in Business, Personnel,
Asset, Organization and Financial Affairs
(I) In respect of business, the Company possessed independent production, supply and sales system;
(II) In respect of personnel, the Company was absolutely independent in management of labor,
personnel and salaries from the controlling shareholders. All the senior executives of the Company
took no office title concurrently and drew no remunerations from the Shareholder Company.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
(III) In respect of assets, the Company possessed independent and integrated assets and the property
of the Company is transparent.
(IV) In respect of organization, the Board of Directors and the Supervisory Board operated
independently. There existed no superior-inferior relationship between the controlling shareholder
and its function department and the Company.
(V) In respect of finance, the Company has independent financial department, independently
accounted and paid taxes according to the law. The Company established a complete accounting
system, financial accounting system and financial administrative systems. The Company opened
independent bank accounts.
III Horizontal Competition
□ Applicable √ Not applicable
IV Annual and Special General Meetings Convened during the Reporting Period
1. General Meeting Convened during the Reporting Period
Investor Date of the Index to disclosed
Meeting Type Disclosure date
participation ratio meeting information
Announcement on
Resolutions of
2017 Annual
The 2017 Annual Annual General
63.58% 26 April 2018 27 April 2018 General Meeting
General Meeting Meeting
disclosed on
www.cninfo.com.
cn.
Announcement on
Resolutions of the
The 1st 1st Extraordinary
Extraordinary Extraordinary General Meeting
63.59% 15 May 2018 16 May 2018
General Meeting General Meeting of 2018 disclosed
of 2018 on
www.cninfo.com.
cn.
Announcement on
Resolutions of the
The 2nd 2nd Extraordinary
Extraordinary Extraordinary 18 September 19 September General Meeting
63.61%
General Meeting General Meeting 2018 2018 of 2018 disclosed
of 2018 on
www.cninfo.com.
cn.
2. Special General Meetings Convened at the Request of Preferred Shareholders with Resumed Voting
Rights
□ Applicable √ Not applicable
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
V Performance of Duty by Independent Directors in the Reporting Period
1. Attendance of Independent Directors at Board Meetings and General Meetings
Attendance of independent directors at board meetings and general meetings
The
Total
independent
number of Board Board
Board director
board Board meetings meetings the
meetings failed to General
Independent meetings the meetings attended by independent
attended attend two meetings
director independent attended on way of director
through a consecutive attended
director was site telecommuni failed to
proxy board
eligible to cation attend
meetings
attend
(yes/no)
Liu Quanmin 2 2 0 0 0 No
Song Botong 4 3 1 0 0 No
Zhang Shunwen 4 3 1 0 0 No
Kang Xiaoyue 2 1 1 0 0 No
Why any independent director failed to attend two consecutive board meetings:
None
2. Objections Raised by Independent Directors on Matters of the Company
Indicate by tick mark whether any independent directors raised any objections on any matter of the Company.
□ Yes √ No
No such cases in the Reporting Period.
3. Other Information about the Performance of Duty by Independent Directors
Indicate by tick mark whether any suggestions from independent directors were adopted by the Company.
√ Yes □ No
Suggestions from independent directors adopted or not adopted by the Company:
None
VI Performance of Duty by Specialized Committees under the Board in the Reporting Period
During the Reporting Period, Liu Quanmin resigned his post of independent director of the
Company for personal reason. The proposal on appointment of Kang Xiaoyue as independent
director of the Company was reviewed and approved on the 1st Extraordinary General Meeting of
2018 held on 11 May 2018 and corresponding adjustment of members of relevant specialized
committees under the Board was made.
All committees actively, effectively work, providing powerful guarantee to the scientific
decision-making, the relevant details are as follows:
1. Performance of the Audit Committee of the Board of Directors
During the Reporting Period, the Audit Committee actively promoted the progress of the annual
audit and the relevant work. It reviewed on the Company’s following issues: Arrangement on the
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
Annual Audit Work, Periodic Financial Report, Profit Distribution Plan, Engagement of CPAs Firm,
Written Submission of the Administration on CPAs Firm, Construction of Internal Control, Fund
Transfer Between Listed Companies and Related Parties and Guarantee Events, etc.. Besides, it also
kept full and necessary communication with the annual auditor of the Company. During the
Reporting Period, the Audit Committee has convened three sessions, reviewed the Company’s
financial statements and the preliminary auditing result issued by the annual auditor of the Company,
as well as issued their opinions after the review.
2. Performance of the Remuneration and Appraisal Committee
The Remuneration and Appraisal Committee issued its opinion on annual remuneration of directors,
supervisors and senior management disclosed in 2017 Annual Report on 28 March 2018.
3. Performance of the Nomination Committee
The Nomination Committee issued its opinion on the Company’s changes in independent directors
and secretary of the Board on 26 April 2018.
VII Performance of Duty by the Supervisory Committee
Indicate by tick mark whether the Supervisory Committee found any risk to the Company during its supervision in
the Reporting Period.
□ Yes √ No
The Supervisory Committee raised no objections in the Reporting Period.
VIII Appraisal of and Incentive for Senior Management
The Company's board of directors assesses, evaluates and employs management teams. The
Company’s chairman and general manager implement the annual salary system, and the annual
salary is composed of basic salary and performance compensation. The shareholder unit formulates
assessment methods for assessment. The other senior management personnel's compensation is
determined based on individual job performance with reference to the total salary of the Company’s
leader; the Company has not implemented equity incentive plan.
IX Internal Control
1. Material Internal Control Weaknesses Identified for the Reporting Period
□ Yes √ No
2. Internal Control Self-Evaluation Report
Disclosure date of the internal
29 March 2019
control self-evaluation report
Index to the disclosed internal
Internal Control Self-Evaluation Report on www.cninfo.com.cn
control self-evaluation report
Evaluated entities’ combined assets
96.85%
as % of consolidated total assets
Evaluated entities’ combined 100.00%
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2018
operating revenue as % of
consolidated operating revenue
Identification standards for internal control weaknesses
Weaknesses in internal control over Weaknesses in internal control not
Type
financial reporting related to financial reporting
The criterion of quality of the
recognition of defects of internal
control in the non-financial
statements mainly were order of
severity of defect involving
business nature, the direct or
potential negative influence nature
and the influence scope and other
factors. If the follows events or
The Company in line with the actual indicators occur, there may be
situation, when the follows events or serious or important defects of
indications happen, which means there internal control in the non-financial
probably existing serious or important statements : (1) Lack democratic
defects in the financial report; (1) the decision-making process, if lack
directors, supervisors and senior significant problem
decision-making, important
executives were fraud.（2）Certified
appointment and dismissal of
Public Accountant find that there is a
cadres, significant project
significant error in the financial report,
Nature standard investment decision-making; usage
however, the internal control did not
of large capital (three important,
discover it when conducting internal
one large); (2) Unscientific
control; （ 3 ） The Audit Committee decision-making process, such as
under the Board and Internal Audit the major decision-making errors,
Service's supervision to the internal has caused a serious property loss
control is invalid. (4) The accounting to the company; (3) Seriously
personnel were without necessary violating state laws and
qualities to complete the preparation regulations; (4) Loss of key
of financial statements. management personnel or
important talent; (5) Negative news
media appear frequently and
widely spread; (6) The results of
the internal control evaluation
especially large or significant
defects have not been corrected.
(7) Important business systems
lack control rules, or systemic
failure.
Serious defects: the defects, or defect
group may lead to the financial results
misstatement or potential losses >3%
The criterion of quantity of the
of net assets; important defects: 1% of
recognition of defects of internal
net assets
