ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE
& PROPERTIES (GROUP) CO., LTD.
ANNUAL REPORT 2024
2025-005
[22 March 2025]
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
ANNUAL REPORT 2024
Part I Important Notes, Table of Contents and DefinitionsThe Board of Directors (or the “Board”), the Supervisory Committee as well asthe directors, supervisors and senior management of Shenzhen SpecialEconomic Zone Real Estate & Properties (Group) Co., Ltd. (hereinafterreferred to as the “Company”) hereby guarantee the factuality, accuracy andcompleteness of the contents of this Report and its summary, and shall be jointlyand severally liable for any misrepresentations, misleading statements ormaterial omissions therein.Tang Xiaoping, the Company’s General Manager, Wang Jianfei, the Company’sChief Financial Officer, and Zhou Hongpu, head of the Company’s financialdepartment (equivalent to financial manager) hereby guarantee that theFinancial Statements carried in this Report are factual, accurate and complete.All the Company’s directors have attended the Board meeting for the review ofthis Report and its summary.Descriptions about the Company’s operating plans or work arrangements forthe future mentioned in this Report and its summary, the implementation ofwhich is subject to various factors, shall NOT be considered as promises toinvestors. Therefore, investors are reminded to exercise caution when makinginvestment decisions.The Company has no final dividend plan, either in the form of cash or stock.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Table of Contents
Part I Important Notes, Table of Contents and Definitions ...... 2
Part II Corporate Information and Key Financial Information ...... 6
Part III Management Discussion and Analysis ...... 10
Part IV Corporate Governance ...... 32
Part V Environmental and Social Responsibility ...... 51
Part VI Significant Events ...... 52
Part VII Share Changes and Shareholder Information ...... 61
Part VIII Preference Shares ...... 68
Part IX Bonds ...... 68
Part X Financial Statements ...... 69
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Documents Available for Reference
1. The financial statements with the personal signatures and stamps of the Company’s general manager, Chief Financial Officer andhead of the financial department;
2. The original of the Auditor’s Report with the stamp of the CPA firm, as well as the personal signatures and stamps of the CPAs;
3. The originals of all the documents and announcements disclosed by the Company on Securities Times, China Securities Journaland Ta Kung Pao during the Reporting Period.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Definitions
Term | Refers to | Definition |
“Shenzhen SASAC” or the “Municipal SASAC” | Refers to | The State-owned Assets Supervision and Administration Commission of the People’s Government of Shenzhen Municipal |
SIHC | Refers to | Shenzhen Investment Holdings Co., Ltd |
The “Company”, the “Group”, “SPG” or “we” | Refers to | Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. and its consolidated subsidiaries, except where the context otherwise requires |
Shenzhen Property Management | Refers to | Shenzhen Property Management Co., Ltd. |
Petrel Hotel | Refers to | Shenzhen Petrel Hotel Co., Ltd. |
Zhentong Engineering | Refers to | Shenzhen Zhentong Engineering Co., Ltd. |
Huazhan Construction Supervision | Refers to | Shenzhen Huazhan Construction Supervision Co., Ltd. |
Jianbang Group | Refers to | Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd. |
Chuanqi Real Estate Development | Refers to | Shenzhen SPG Chuanqi Real Estate Development Co., Ltd. |
Guangmingli | Refers to | SPG Guangmingli |
Linxinyuan | Refers to | SPG Linxinyuan |
Cuilinyuan | Refers to | SPG Cuilinyuan |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Part II Corporate Information and Key Financial Information
I Corporate Information
Stock name | SPG, SPG-B | Stock code | 000029, (200029) |
Stock exchange for stock listing | Shenzhen Stock Exchange | ||
Company name in Chinese | 深圳经济特区房地产(集团)股份有限公司 | ||
Abbr. | 深房集团 | ||
Company name in English (if any) | Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. | ||
Abbr. (if any) | SPG | ||
Legal representative | Tang Xiaoping | ||
Registered address | Floors A46-A48 and B46-B48, SPG Plaza, No. 3005 Renmin South Road, Jiabei Community, Nanhu Subdistrict, Luohu District, Shenzhen | ||
Zip code | 518001 | ||
Changes of the registered address | N/A | ||
Address | Floors A46-A48, SPG Plaza, No. 3005 Renmin South Road, Shenzhen | ||
Zip code | 518001 | ||
Company website | http://www.sfjt.com.cn | ||
Email address | spg@sfjt.sihc.com.cn |
II Contact Information
Board Secretary | Securities Representative | |
Name | Luo Yi | Hong Lu |
Address | 47/F, SPG Plaza, Renmin South Road, Shenzhen, Guangdong, P.R. China | 47/F, SPG Plaza, Renmin South Road, Shenzhen, Guangdong, P.R. China |
Tel. | (86 755)25108897 | (86 755)25108837 |
Fax | (86 755)82294024 | (86 755)82294024 |
Email address | spg@sfjt.sihc.com.cn | spg@sfjt.sihc.com.cn |
III Media for Information Disclosure and Place where this Report Is Lodged
Stock exchange website where this Report is disclosed | Shenzhen Stock Exchange (http://www.szse.cn/) |
Newspaper and website where this Report is disclosed | Domestic: Securities Times, China Securities Journal, and http://www.cninfo.com.cn Overseas: Ta Kung Pao (HK) |
Place where this Report is lodged | 47/F, SPG Plaza, 3005 Renmin South Road, Luohu District, Shenzhen, Guangdong, P.R.China |
IV Change to Company Registered Information
Unified social credit code | 91440300192179585N |
Change to principal activity of the Company since going public (if any) | No change |
Every change of controlling shareholder since incorporation (if any) | On 24 March 1999, the controlling shareholder was changed from Shenzhen Investment Management Co., Ltd. to Shenzhen Construction Investment Holdings Co., Ltd. And on 14 February 2006, it was changed to Shenzhen |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Investment Holdings Co., Ltd.
Investment Holdings Co., Ltd.
V Other InformationThe independent audit firm hired by the Company:
Name | Pan-China Certified Public Accounts LLP |
Office address | 128 Xixi Road, Lingyin Street, Xihu District, Hangzhou, Zhejiang Province, China |
Accountants writing signatures | Wang Huansen, and Cai Xiaodong |
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 InformationIndicate by tick mark whether there is any retrospectively restated datum in the table below.
□ Yes ?No
2024 | 2023 | 2024-over-2023 change (%) | 2022 | |
Operating revenue (RMB) | 407,022,191.44 | 530,887,720.68 | -23.33% | 634,384,561.42 |
Net profit attributable to the listed company’s shareholders (RMB) | -176,710,947.65 | -250,839,542.09 | 29.55% | 153,718,805.57 |
Net profit attributable to the listed company’s shareholders before exceptional gains and losses (RMB) | -197,979,921.69 | -267,984,286.36 | 26.12% | 21,160,405.11 |
Net cash generated from/used in operating activities (RMB) | -127,403,949.79 | 1,045,037,248.19 | -112.19% | -675,775,998.76 |
Basic earnings per share (RMB/share) | -0.1747 | -0.2479 | 29.53% | 0.1519 |
Diluted earnings per share (RMB/share) | -0.1747 | -0.2479 | 29.53% | 0.1519 |
Weighted average return on equity (%) | -4.91% | -6.52% | 24.69% | 3.88% |
31 December 2024 | 31 December 2023 | Change of 31 December 2024 over 31 December 2023 (%) | 31 December 2022 | |
Total assets (RMB) | 5,987,780,656.67 | 6,485,312,507.46 | -7.67% | 5,689,769,802.18 |
Equity attributable to the listed company’s shareholders (RMB) | 3,512,112,493.42 | 3,691,082,484.20 | -4.85% | 4,004,240,547.70 |
Indicate by tick mark whether the lower of the net profit attributable to the listed company’s shareholders before and afterexceptional gains and losses was negative for the last three accounting years, and the latest independent auditor’s report indicated thatthere was uncertainty about the Company’s ability to continue as a going concern.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
□ Yes ?No
Indicate by tick mark whether the lower of the net profit attributable to the listed company’s shareholders before and afterexceptional gains and losses was negative.?Yes □ No
Item | 2024 | 2023 | Remark |
Operating revenue (RMB) | 407,022,191.44 | 530,887,720.68 | N/A |
Amount deducted from operating revenue (RMB) | 0.00 | 0.00 | N/A |
Operating revenue after deduction (RMB) | 407,022,191.44 | 530,887,720.68 | N/A |
VII Accounting Data Differences under China’s Accounting Standards for BusinessEnterprises (CAS) and International Financial Reporting Standards (IFRS) and ForeignAccounting Standards
1. Net Profit and Equity under CAS and IFRS
□ Applicable ?Not applicable
There was no difference of the net profits and the net assets that were disclosed in the financial statement under the IFRSs with thoseunder the PRC GAAP during the Reporting Period.
2. Net Profit and Equity under CAS and Foreign Accounting Standards
□ Applicable ?Not applicable
No difference for the Reporting Period.VIII Key Financial Information by Quarter
Unit: RMB
Q1 | Q2 | Q3 | Q4 | |
Operating revenue | 59,214,773.99 | 75,010,345.44 | 74,007,078.57 | 198,789,993.44 |
Net profit attributable to the listed company’s shareholders | 1,896,582.37 | 3,726,209.02 | -604,146.31 | -181,729,592.73 |
Net profit attributable to the listed company’s shareholders before exceptional gains and losses | -3,975,227.45 | -1,221,900.10 | -5,743,682.96 | -187,039,111.18 |
Net cash generated from/used in operating activities | -90,276,362.78 | -18,173,169.28 | -29,202,502.65 | 10,248,084.92 |
Indicate by tick mark whether any of the quarterly financial data in the table above or their summations differs materially from whathave been disclosed in the Company’s quarterly or interim reports.
□ Yes ?No
IX Exceptional Gains and Losses
?Applicable □ Not applicable
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Unit: RMB
Item | 2024 | 2023 | 2022 | Note |
Gain or loss on disposal of non-current assets (inclusive of impairment allowance write-offs) | 740,874.42 | 9,940,254.23 | 161,542,599.57 | |
Government grants recognised in current profit or loss (exclusive of those that are closely related to the Company's normal business operations and given in accordance with defined criteria and in compliance with government policies, and have a continuing impact on the Company's profit or loss) | 753,298.54 | 440,049.96 | 559,803.19 | |
Gain or loss on assets entrusted to other entities for investment or management | 18,461,736.59 | 7,985,840.50 | 9,129,650.51 | Changes in fair values arising from investment in monetary fund |
Reversed portions of impairment allowances for receivables which are tested individually for impairment | 3,994,030.79 | |||
Gain or loss on debt restructuring | 2,610,128.31 | |||
Non-operating income and expense other than the above | 2,170,518.43 | 393,461.44 | 1,094,190.56 | |
Less: Income tax effects | 863,081.95 | 5,639,314.23 | 41,451,680.41 | |
Non-controlling interests effects (net of tax) | -5,628.01 | -30,421.58 | 926,291.27 | |
Total | 21,268,974.04 | 17,144,744.27 | 132,558,400.46 | -- |
Details of other gains and losses that meet the definition of exceptional gain/loss:
□ Applicable ?Not applicable
No such cases for the Reporting Period.Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item listed in the Explanatory Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gain/Loss Items:
?Applicable □ Not applicable
Item | Amount involved (RMB) | Reason |
Return of handling fee for personal income tax withheld | 86,280.28 | This item is recognised as a recurrent gain or loss because it occurs consistently from year to year and is not episodic in nature |
Over-deduction in the calculation of VAT | 2,627.57 | This item is recognised as a recurrent gain or loss because it occurs consistently from year to year and is not episodic in nature |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Part III Management Discussion and Analysis
I Industry Overview for the Reporting PeriodThe Company is subject to the information disclosure requirements for the real estate industry in the Disciplinary and RegulatoryGuideline No. 3 of the Shenzhen Stock Exchange for Listed Companies—Industry-specific Information Disclosure.During the reporting period, the adverse impact brought by changes in the external environment continued todeepen. In response to multiple difficulties and challenges, China has taken proactive and effective measures tostrengthen the implementation of existing policies and optimize macro-control measures in a timely manner In2024, China’s overall economic performance was stable and making progress while maintaining stability. Themain goals and tasks of economic and social development for the whole year were successfully completed,high-quality development was promoted solidly, and the new productive force developed steadily. From theprospective of industry, the national new housing market has continued to adjust as a whole. Driven by the"price-for-volume" approach, the pre-owned home market has maintained a certain scale of transactions, but theoverall slow recovery momentum of market also poses many challenges.II Principal Activity of the Company in the Reporting PeriodThe Company is subject to the information disclosure requirements for the real estate industry in the Disciplinary and RegulatoryGuideline No. 3 of the Shenzhen Stock Exchange for Listed Companies—Industry-specific Information Disclosure.The Company is specialised in residential real estate development, with on-sale projects mainly distributed inShenzhen, Huizhou, and Shantou. These include Cuilinyuan and Guangmingli in Shenzhen, Linxinyuan close toShenzhen in Huizhou, and Tianyuewan in Shantou. The project under construction is Linxinyuan.New additions to the land bank:
Name of land lot or project | Location | Planned use of land | Site area (㎡) | Floor area with plot ratio (㎡) | How the land is obtained | The Company’s interest | Total land price (RMB’0,000) | Consideration of the Company’s interest (RMB’0,000) |
Cumulative land bank:
Name of project/area | Site area (0,000 ㎡) | Floor area (0,000 ㎡) | Floor area available for development (0,000 ㎡) |
Shantou Xinfeng Building | 0.59 | 2.66 | 2.66 |
Linxinyuan Phase II | 2.57 | 7.72 | 7.72 |
Linxinyuan Phase III | 4.31 | 9.57 | 9.57 |
Linxinyuan Phase IV | 3.23 | 6.45 | 6.45 |
Total | 10.7 | 26.4 | 26.4 |
Development status of major projects:
City/region | Name of project | Location | Status | The Company’s intere | Time for commencem | % developed | % constructed | Site area (㎡) | Planned floor area | Floor area completed | Cumulatively compl | Expected total invest | Cumulative investment |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
st
st | ent of construction | with plot ratio (㎡) | in the Current Period (㎡) | eted floor area (㎡) | ment (RMB’0,000) | (RMB’0,000) | |||||||
Huizhou | Linxinyuan Phase I | Huiyang | Framework in construction | 51.00% | 11 June 2021 | Under construction' | 96.00% | 64278 | 159761 | 0 | 0 | 115,750 | 111,905 |
Shenzhen | Guangmingli | Guangming District | Completion | 100.00% | 19 January 2022 | 100% | 100.00% | 10721 | 53605 | 53657.1 | 53657.1 | 151,758 | 153,455.98 |
Sales status of major projects:
City/region | Name of project | Location | Status | The Company’s interest | Floor area with plot ratio (㎡) | Floor area available for sale (㎡) | Cumulatively pre-sold/sold floor area (㎡) | Floor area pre-sold/sold in the Current Period (㎡) | Pre-sale/sales revenue generate in the Current Period (RMB’0,000) | Cumulatively settled floor area (㎡) | Floor area settled in the Current Period (㎡) | Pre-sale/sales revenue settled in the Current Period (RMB’0,000) |
Shenzhen | Cuilinyuan | Longgang District | Ready for sale | 100.00% | 60111 | 56137 | 54393.38 | 1171.52 | 2,084.76 | 54393.38 | 1171.52 | 1,969.22 |
Shantou | Tianyuewan Phase I | Chaoyang District | Ready for sale | 100.00% | 153470 | 160372 | 120678.54 | 1413.04 | 846 | 120147.47 | 1729.57 | 971.74 |
Shantou | Tianyuewan Phase II | Chaoyang District | Ready for sale | 100.00% | 127770 | 137059 | 42113.42 | 5400 | 2,935 | 41859.87 | 5288.17 | 2,628.04 |
Huizhou | Linxinyuan Phase I | Huiyang | On pre-sale | 51.00% | 159761 | 159761 | ||||||
Shenzhen | Guangmingli | Guangming District | Ready for sale | 100.00% | 53605 | 51975 | 34572 | 4599 | 10,669 | 4603.18 | 4603.18 | 9,787.68 |
Rental status of major projects:
Name of project | Location | Status | The Company’s interest | Rentable area (㎡) | Cumulative rented area (㎡) | Average occupancy rate |
Real Estate Mansion | Shenzhen | Commercial | 100.00% | 3413.88 | 3413.88 | 100.00% |
North Tower of Guoshang Mansion | Shenzhen | Commercial | 100.00% | 4819.71 | 4819.71 | 100.00% |
Petrel Building | Shenzhen | Commercial | 100.00% | 22475.47 | 22475.47 | 100.00% |
SPG Plaza | Shenzhen | Office building | 100.00% | 58971.9 | 29504.48 | 50.03% |
Podium of SPG Plaza | Shenzhen | Commercial | 100.00% | 19886.3 | 14463.75 | 72.73% |
Wenjin Garden | Shenzhen | Commercial | 100.00% | 3531.6 | 3531.6 | 100.00% |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Primary land development:
□ Applicable ?Not applicable
Financing channels:
Financing channels: | Ending balance of financings (RMB'0,000) | Financing cost range/average financing cost (RMB'0,000) | Maturity structure | |||
Within 1 year | 1-2 years | 2-3 years | Over 3 years | |||
Bank loans | 9,587.86 | 3.5%-4.2% | 3,360.50 | 12.52 | 12.52 | 6,202.33 |
Total | 9,587.86 | 3,360.50 | 12.52 | 12.52 | 6,202.33 |
Development strategy and operating plan for the coming year:
Provision of guarantees for homebuyers on bank mortgages:
?Applicable □ Not applicable
Guaranteed unit | Financial institutions for loans | Guaranteed borrowing amount (RMB'0,000) | Expiry date of guarantee | Remark |
Homebuyer | China Construction Bank | 43.50 | Until the property ownership certificate is registered as collateral and handed over to bank for keeping | Shanglinyuan |
Homebuyer | Agricultural Bank of China | 11,911.65 | Until the property ownership certificate is registered as collateral and handed over to bank for keeping | Cuilinyuan |
Homebuyer | Agricultural Bank of China | 1,998.68 | Until the property ownership certificate is registered as collateral and handed over to bank for keeping | Chuanqi Donghu Mingyuan |
Homebuyer | China Construction Bank, Bank of Communications, Industrial and Commercial Bank of China, Bank of China, China Everbright Bank, Postal Savings Bank | 2,407.00 | Until the property ownership certificate is registered as collateral and handed over to bank for keeping | Tianyuewan |
Homebuyer | Industrial and Commercial Bank of China, Huaxia Bank, Rural Commercial Bank, Agricultural Bank of China, Postal Savings Bank of China, China Merchants Bank, Bank of China | 48,581.04 | Until the property ownership certificate is registered as collateral and handed over to bank for keeping | Guangmingli |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Subtotal
Subtotal | 64,941.87 |
Joint investments by directors, supervisors and senior management and the listed company (applicable for such investments wherethe directors, supervisors and senior management are the major source of investment):
?Applicable □ Not applicable
Name of project | Type of investor | Investment amount (RMB) | As % of total investment | As % of the peak of project funds | Cumulative returns (RMB) | Disinvestment | Compatibility of actual investment and returns |
Linxinyuan | Directors, supervisors or senior management of the Company | 8,950,000.00 | 39.25% | 0.90% | 0.00 | N/A | N/A |
III Core Competitiveness Analysis
As the earliest real estate developer founded in the Shenzhen Special Economic Zone, the Company helped buildthe early city, and has created a number of "first places" in the history of real estate development in China. Forexample, the first to use the paid state-owned land, the first to introduce the foreign investment for the cooperativeland development, the first to raise development funds by means of pre-sale of buildings, the first to carry outpublic bidding for construction projects in accordance with international practices, the first to set up a propertymanagement company to the buildings and residences developed in an all-rounded manner, as well as winning thebid in the new China’s first auction of land use rights held in the Shenzhen Special Economic Zone.After more than 40 years of development, the Company has grown into a business group with real estatedevelopment and operation as its main business, integrating engineering and construction, project supervision,asset management and other diversified operations. It has paid great efforts to the establishment of a modernenterprise 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, itsplanning, construction, cost control, sales ability and brand image have been effectively improved. Moreimportantly, its main business operation ability and core competitiveness have been greatly enhanced.During the reporting period, the Company successively won the titles of "Star Enterprise for High-QualityDevelopment in Luohu District" and "2024 Brand Value Enterprise of Shenzhen Real Estate DevelopmentIndustry", and was listed in the "Top 20 Bay Area Listed Companies for Green Governance 2024". TheGuangmingli project won honors such as "Excellent Site for Safety Production and Civilized Construction inShenzhen" and "Demonstration Site for Safety and Civilized Construction in Guangming District".IV Core Business Analysis
1. Overview
In 2024, facing an increasingly complex external environment and challenging reform and development tasks, theCompany's Board of Directors earnestly implemented the decisions and deployments of the State-owned AssetsSupervision of Shenzhen Municipality and Shenzhen Investment Holdings Co., Ltd. All employees united as one,maintaining determination and striving forward, resulting in certain achievements across various areas of work.i. Achieving good performance in the core business with targeted and joint efforts. The Guangmingli projectstrictly controlled the progress of key points, ensured safety and quality. With a focus on customer needs, the
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
project was continuously optimized from the perspectives of green construction and landscape. As a result, theresidential properties were sold out on the opening day and were delivered ahead of schedule. Additionally,existing projects such as Cuilinyuan and Tianyuewan achieved 108 new sales. The Group's leasing businesscompleted 106.4% of its annual target.ii. Achieving positive results in risk prevention and resolution by securing the baseline and concentratingon tackling tough issues. The series of litigation cases concerning Linxinyuan made breakthroughs, effectivelysafeguarding the Company's legitimate rights and interests. Throughout the year, a total of 97 safety productioninspections were conducted, with all identified hazards rectified and closed out in strict accordance withestablished processes and standards. During the reporting period, no major petition or public opinion incidentsoccurred within the Group, creating a harmonious and stable environment for enterprise development.iii. Focusing on goals and expanding initiatives to deliver encouraging results in potential tapping andgrowth expansion. Petrel Hotel has achieved annul predetermined objectives in revenue and profits, whileHuazhan Construction Supervision successfully turned losses into profits. Zhentong Engineering met its annualrevenue objectives, and the Shantou branch completed the tax refund for the Jinyedao project. During thereporting period, the Company efficiently use storage resources, completed the transformation and upgrade of theShantou Zhongshan Eastern Market. Properties such as Jinyedao and Haitiange, as well as Shenzhen JinghuaOptoelectronic Device Factory, have been listed for sale on the stock exchange. A new round of U.S. land saleefforts was restarted. The disposal work of "two non two assets" progressed smoothly, and the deregistration ofFresh Peak Real Estate Company was completed.(IV) Strengthening foundations and focusing control to achieve significant improvements in capabilities.The Company has revised the governance systems including the Articles of Association and Rules of Proceduresfor the General Meeting of Shareholders, formulated the "Three Majors and One Large" decision-makingmanagement method, and deepened the development of the compliance system. The ESG report has achievedregular disclosure, which effectively enhances the Company's governance capabilities. The Company enhanced itsfull-chain talent management mechanism of "Attracting, Cultivating, Employing, Retaining" talent. It completedoptimization of organizational structure and fixed-position establishment for affiliated enterprises, andcontinuously improved human resource management levels. It completed the preparation of the Real EstateDevelopment Manual (Trial), and is working to promote the establishment of the "Good House" informationdatabase, the Group's historical real estate database, resulting in a steady improvement in professional capabilities.(V) Raising awareness and focusing on planning to promote continuous exploration and promotion offuture development. The Company always maintains a high level of attention to the listing regulatory rules andcapital market policy dynamics. It actively strengthens communication with controlling shareholders, capitalplatforms within the system, and professional intermediary institutions. By striving to expand high-quality projectresources with feasibility and high potential, the Company focuses on planning, and steadily advances the futuresustainable development of the enterprise, with an aim of seizing opportunities in a complex and changeablemarket environment.vi. The guiding and orienting role is more prominent with party building as guidance and integrated efforts.The Company adheres to high-quality party building to lead enterprise development. Over the year, it held 34party committee meetings, in which 180 major matters were reviewed and pre-studied, effectively playing theleadership role of "guiding the direction, controlling the overall situation, and ensuring implementations". TheCompany promoted a two-way integration of party building and business development, collaborating with localstreets, communities, and the Luohu District Bureau of Commerce to explore new models for integrating partybuilding with business operations. Furthermore, it deepened the comprehensive strict governance of the party,carried out in-depth study and education on party discipline, and created a fair, just and upright environment forentrepreneurship and innovation.
2. Revenue and Cost Analysis
(1) Breakdown of Operating Revenue
Unit: RMB
2024 | 2023 | Change (%) | |||
Operating revenue | As % of total operating revenue | Operating revenue | As % of total operating revenue |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
(%)
(%) | (%) | ||||
Total | 407,022,191.44 | 100% | 530,887,720.68 | 100% | -23.33% |
By operating division | |||||
Shenzhen | 162,523,053.49 | 39.93% | 118,580,624.34 | 22.34% | 37.06% |
Engineering and construction | 162,184,666.12 | 39.85% | 324,243,778.50 | 61.08% | -49.98% |
Property management | 3,644,981.08 | 0.90% | 3,491,329.17 | 0.66% | 4.40% |
Rental service | 78,669,490.75 | 19.33% | 84,571,988.67 | 15.93% | -6.98% |
By product category | |||||
Residential units | 142,671,853.48 | 35.05% | 108,943,731.16 | 20.52% | 30.96% |
Shops and parking lots | 19,851,200.01 | 4.88% | 9,636,893.18 | 1.82% | 105.99% |
Other | 244,499,137.95 | 60.07% | 412,307,096.34 | 77.66% | -40.70% |
By operating segment | |||||
Guangdong Province | 406,326,508.54 | 99.83% | 530,197,455.57 | 99.87% | -23.36% |
Overseas | 695,682.90 | 0.17% | 690,265.11 | 0.13% | 0.78% |
By marketing model | |||||
Principal operations | 399,806,208.89 | 98.23% | 524,099,615.63 | 98.72% | -23.72% |
Other | 7,215,982.55 | 1.77% | 6,788,105.05 | 1.28% | 6.30% |
(2) Operating Division, Product Category or Operating Segment Contributing over 10% of Operating Revenue or OperatingProfit?Applicable □ Not applicable
Unit: RMB
Operating revenue | Cost of sales | Gross profit margin | YoY change in operating revenue (%) | YoY change in cost of sales (%) | YoY change in gross profit margin (%) | |
By operating division | ||||||
Shenzhen | 162,523,053.49 | 127,086,267.87 | 21.80% | 37.06% | 58.39% | -32.59% |
Engineering and construction | 162,184,666.12 | 156,523,068.19 | 3.49% | -49.98% | -50.64% | 57.92% |
Rental service | 78,669,490.75 | 46,310,276.88 | 41.13% | -6.98% | 3.26% | -12.43% |
By product category | ||||||
Residential units | 142,671,853.48 | 117,534,359.69 | 17.62% | 30.96% | 57.53% | -44.10% |
By operating segment | ||||||
Guangdong Province | 406,326,508.54 | 331,635,385.19 | 18.38% | -23.36% | -27.17% | 30.17% |
By marketing model |
Core business data of the prior year restated according to the changed statistical caliber for the Reporting Period:
□ Applicable ?Not applicable
(3) Whether Revenue from Physical Sales Is Higher than Service Revenue
?Yes □ No
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Operating division
Operating division | Item | Unit | 2024 | 2023 | Change (%) |
Property sales | Sales volume | RMB’0,000 | 22,881.00 | 10,910.00 | 109.73% |
Output | RMB’0,000 | 22,206.96 | 15,892.00 | 39.74% | |
Inventory | RMB’0,000 | 440,320.07 | 430,663.00 | 2.24% |
Any over 30% YoY movements in the data above and why:
?Applicable □ Not applicableCompared to 2023, there have been new increases and breakthroughs in real estate development, sales, and investment.
(4) Execution Progress of major signed sales or purchase contracts in the Reporting Period
□ Applicable ?Not applicable
(5) Breakdown of Cost of Sales
Operating division
Unit: RMB
Operating division | Item | 2024 | 2023 | Change (%) | ||
Operating revenue | As % of total cost of sales (%) | Operating revenue | As % of total cost of sales (%) | |||
Shenzhen | 127,086,267.87 | 38.24% | 80,235,849.12 | 18.04% | 58.39% | |
Engineering and construction | 156,523,068.19 | 47.10% | 317,088,117.19 | 71.29% | -50.64% | |
Property management | 2,406,037.36 | 0.72% | 2,626,431.49 | 0.59% | -8.39% | |
Rental service | 46,310,276.88 | 13.94% | 44,847,244.30 | 10.08% | 3.26% |
NoteThe sales volume increased by 58.39% year-on-year, mainly due to the increase in real estate sales; affected by the market, theconstruction workload decreased year-on-year.
(6) Changes in the scope of consolidated financial statements for the Reporting Period
?Yes □ NoFor details on changes in the scope of consolidation during the reporting period, please see "VI Changes in the Scope ofConsolidation" of "Part X Financial Statements"
(7) Major changes to the business scope or product or service range in the Reporting Period
□ Applicable ?Not applicable
(8) Major Customers and Suppliers
Major customers:
Total sales to top five customers (RMB) | 91,301,629.97 |
Total sales to top five customers as % of total sales of the Reporting Period (%) | 22.43% |
Total sales to related parties among top five customers as % of | 0.00% |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
total sales of the Reporting Period (%)
total sales of the Reporting Period (%)
Information about top five customers:
No. | Customer | Sales revenue contributed for the Reporting Period (RMB) | As % of total sales revenue (%) |
1 | Legal person A | 43,254,820.30 | 10.63% |
2 | Legal person B | 18,155,976.05 | 4.46% |
3 | Legal person C | 14,915,485.72 | 3.66% |
4 | Legal person D | 7,920,319.31 | 1.95% |
5 | Legal person E | 7,055,028.59 | 1.73% |
Total | -- | 91,301,629.97 | 22.43% |
Other information about major customers:
□ Applicable ?Not applicable
Major suppliers:
Total purchases from top five suppliers (RMB) | 304,853,933.15 |
Total purchases from top five suppliers as % of total purchases of the Reporting Period (%) | 70.21% |
Total purchases from related parties among top five suppliers as % of total purchases of the Reporting Period (%) | 0.00% |
Information about top five suppliers:
No. | Supplier | Purchase in the Reporting Period (RMB) | As % of total purchases (%) |
1 | Legal person A | 227,853,187.23 | 52.48% |
2 | Legal person B | 31,576,276.31 | 7.27% |
3 | Legal person C | 24,711,750.43 | 5.69% |
4 | Legal person D | 11,995,638.77 | 2.76% |
5 | Legal person E | 8,717,080.41 | 2.01% |
Total | -- | 304,853,933.15 | 70.21% |
Other information about major suppliers:
□ Applicable ?Not applicable
3. Expense
Unit: RMB
2024 | 2023 | Change (%) | Reason for any significant change | |
Selling expense | 13,164,672.93 | 21,803,202.14 | -39.62% | Mainly because the Guangmingli project is almost sold out, reducing marketing expenses. |
Administrative expense | 70,118,532.01 | 55,965,931.72 | 25.29% | Mainly due to the completion of projects, leading to labour costs for engineering project being expensed. |
Finance costs | -5,502,747.12 | -5,231,991.59 | -5.17% |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
4. R&D Investments
□ Applicable ?Not applicable
5. Cash Flows
Unit: RMB
Item | 2024 | 2023 | Change (%) |
Subtotal of cash generated from operating activities | 475,123,495.05 | 1,950,984,549.76 | -75.65% |
Subtotal of cash used in operating activities | 602,527,444.84 | 905,947,301.57 | -33.49% |
Net cash generated from/used in operating activities | -127,403,949.79 | 1,045,037,248.19 | -112.19% |
Subtotal of cash generated from investing activities | 1,866,393.80 | 139,173,390.10 | -98.66% |
Subtotal of cash used in investing activities | 91,547,315.83 | 601,475,412.00 | -84.78% |
Net cash generated from/used in investing activities | -89,680,922.03 | -462,302,021.90 | 80.60% |
Subtotal of cash generated from financing activities | 1,563,000.00 | 169,486,610.82 | -99.08% |
Subtotal of cash used in financing activities | 122,813,684.41 | 83,583,781.56 | 46.93% |
Net cash generated from/used in financing activities | -121,250,684.41 | 85,902,829.26 | -241.15% |
Net increase in cash and cash equivalents | -338,236,158.91 | 668,781,343.87 | -150.57% |
Explanation of why any of the data above varies significantly:
?Applicable □ Not applicableCash inflow from operating activities decreased year-on-year mainly driven by property sales.Cash used in operating activities decreased year on year primarily driven by the decreased development and construction of realestate projects.Net cash flow from investing activities increased year-on-year mainly driven by decreased purchase of financial products.Cash inflow from financing activities decreased year-on-year mainly driven by decreased new bank borrowing raised this period.Cash outflow from financing activities increased year-on-year mainly driven by repaying bank borrowings in this period.Reason for any big difference between the net operating cash flow and the net profit for this Reporting Period?Applicable □ Not applicableThere is a big difference between the net operating cash flow and the net profit for the year, primarily due to the long time spanbetween property development, sales and revenue recognition.V Analysis of Non-Core Businesses
□ Applicable ?Not applicable
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
VI Analysis of Assets and Liabilities
1. Significant Changes in Asset Composition
Unit: RMB
31 December 2024 | 1 January 2024 | Change in percentage (%) | Reason for any significant change | |||
Operating revenue | As a % of total assets | Operating revenue | As a % of total assets | |||
Monetary assets | 529,242,725.36 | 8.84% | 871,019,268.83 | 13.43% | -4.59% | Mainly driven by repaying bank borrowings this year. |
Accounts receivable | 56,672,795.52 | 0.95% | 75,100,970.83 | 1.16% | -0.21% | |
Contract assets | 30,888,723.09 | 0.52% | 27,352,596.92 | 0.42% | 0.10% | |
Inventories | 3,636,840,229.34 | 60.74% | 3,915,215,921.96 | 60.37% | 0.37% | |
Investment property | 515,925,116.54 | 8.62% | 541,542,136.17 | 8.35% | 0.27% | |
Long-term equity investments | 0.00% | 0.00% | 0.00% | |||
Fixed assets | 17,489,207.57 | 0.29% | 19,928,049.77 | 0.31% | -0.02% | |
Construction in progress | 0.00% | 0.00% | 0.00% | |||
Right-of-use assets | 0.00% | 99,641.48 | 0.00% | 0.00% | ||
Short-term borrowings | 1,563,000.00 | 0.03% | 3,550,000.00 | 0.05% | -0.02% | |
Contract liabilities | 1,298,146,232.35 | 21.68% | 1,291,448,591.28 | 19.91% | 1.77% | Mainly driven by the revenue from the transfer of advanced sales proceeds from property sales. |
Long-term borrowings | 62,273,677.82 | 1.04% | 179,431,851.02 | 2.77% | -1.73% | Mainly driven by repaying bank borrowings this year. |
Lease liabilities | 0.00% | 0.00% | 0.00% | |||
Held-for-trading financial assets | 987,801,938.51 | 16.50% | 879,340,201.92 | 13.56% | 2.94% | Mainly driven by the purchase of money market funds. |
Accounts payable | 464,488,982.30 | 7.76% | 443,259,768.78 | 6.83% | 0.93% | |
Taxes payable | 27,554,810.01 | 0.46% | 40,908,986.48 | 0.63% | -0.17% | |
Other payables | 561,016,653.17 | 9.37% | 554,469,229.59 | 8.55% | 0.82% |
Indicate whether overseas assets account for a high proportion of total assets.
□ Applicable ?Not applicable
2. Assets and Liabilities at Fair Value
?Applicable □ Not applicable
Unit: RMB
Item | Beginning | Gain/loss | Cumulative | Impairment | Purchased | Sold in the | Other | Ending |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
amount
amount | on fair-value changes in the Reporting Period | fair-value changes charged to equity | allowance for the Reporting Period | in the Reporting Period | Reporting Period | changes | amount | |
Financial assets | ||||||||
Held-for-trading financial assets (excluding derivative financial assets) | 879,340,201.92 | 18,461,736.59 | 90,000,000.00 | 987,801,938.51 | ||||
Investments in other equity instruments | 14,324,411.35 | 372,929.83 | 14,697,341.18 | |||||
Total of the above | 893,664,613.27 | 18,461,736.59 | 372,929.83 | 0.00 | 90,000,000.00 | 0.00 | 0.00 | 1,002,499,279.69 |
Financial liabilities | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
Other changeSignificant changes to the measurement attributes of the major assets in the Reporting Period:
□ Yes ?No
3. Restricted Asset Rights as at the Period-End
Item | Ending carrying value | Reasons for restriction |
Monetary assets | 5,817,217.78 | Construction funds for public facility projects within and around the urban renewal project in Longgang District, Shenzhen, as well as the land reclamation costs associated with the Guangmingli project. |
Monetary assets | 2,306,548.48 | Frozen in a lawsuit case |
Monetary assets | 50,155.58 | Construction deposit |
Monetary assets | 158,549.08 | Stop payments, suspend accounts |
Accounts receivable | 4,770,702.79 | Pledged for short-term borrowings |
Investment property | 38,505,029.10 | Mortgaged for borrowings |
Inventories | 161,509,611.70 | Supplier litigation preservation |
Total | 213,117,814.51 |
VII Investments Made
1. Total Investment Amount
?Applicable □ Not applicable
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Total investment amount in theReporting Period (RMB)
Total investment amount in the Reporting Period (RMB) | Total investment amount in last year (RMB) | Change (%) |
284,195,236.43 | 190,310,000.00 | 49.33% |
2. Significant 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.
VIII Sale of Major Assets and Equity Interests
1. Sale of major assets
□ Applicable ?Not applicable
No such cases in the Reporting Period.
2. Sale of major equity interests
□ Applicable ?Not applicable
IX Principal Subsidiaries and Joint Stock Companies
?Applicable □ Not applicablePrincipal subsidiaries and joint stock companies with an over 10% effect on the Company’s net profit:
Unit: RMB
Company name | Relationship with the Company | Main business scope | Registered capital | Total assets | Net assets | Operating revenue | Operating profit | Net profit |
Guangdong Jianbang Group (Huiyang) | Subsidiary | Property sales | 2800000 | 1,553,009,687.38 | 56,049,220.17 | 0.00 | -409,672,748.93 | -409,694,614.91 |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
IndustrialCo., Ltd.
Industrial Co., Ltd. | ||||||||
Shenzhen SPG Chuanqi Real Estate Development Co., Ltd. | Subsidiary | Property sales | 30000000 | 2,571,224,134.35 | 997,928,385.72 | 97,876,806.41 | 12,152,332.94 | 7,182,106.15 |
Shenzhen SPG Longgang Development Co., Ltd. | Subsidiary | Property sales | 30000000 | 108,760,036.68 | 63,721,350.71 | 21,667,635.63 | 9,090,392.13 | 8,257,794.10 |
Shantou SEZ, Wellam FTY, Building Development, Co., Ltd. | Subsidiary | Property sales | 91226120.44 | 92,308,874.96 | 40,068,722.24 | 449,756.73 | -1,434,992.27 | 4,788,342.14 |
Shantou Huafeng Real Estate Development Co., Ltd. | Subsidiary | Property sales | 80000000 | 721,718,179.26 | -47,558,549.01 | 36,425,552.67 | -59,711,762.32 | -60,386,282.62 |
Great Wall Estate Co., Inc. (U.S.) | Subsidiary | Property sales | 2051146 | 20,196,652.16 | -93,558,993.43 | 695,682.90 | -351,389.23 | -351,389.23 |
Shenzhen Zhentong Engineering Co., Ltd. | Subsidiary | Installation and maintenance | 10000000 | 121,967,870.01 | 15,470,829.07 | 200,720,288.29 | -8,088,979.47 | -6,099,725.20 |
Shenzhen Petrel Hotel Co., Ltd. | Subsidiary | Hotel service | 30000000 | 60,455,700.01 | 41,385,380.60 | 19,954,558.42 | 2,547,123.39 | 2,456,742.60 |
Shenzhen Huazhan Construction Supervision Co., Ltd. | Subsidiary | Construction supervision | 8000000 | 11,255,389.52 | 10,637,471.67 | 3,208,299.12 | 197,086.31 | 166,024.93 |
Xin Feng Enterprise Co., Ltd. | Subsidiary | Investment and management | 502335 | 342,333,058.67 | -237,763,922.26 | 0.00 | -2,222,490.10 | -2,222,490.10 |
Subsidiaries obtained or disposed in the Reporting Period:
?Applicable □ Not applicable
Company name | Means of acquisition and disposal of subsidiary during the Reporting Period | Effect on overall business operation and results |
Xin Feng Enterprise Co., Ltd. | Liquidation and cancellation | This enterprise has no actual business and has no impact on the operation and performance of the Company. |
Information about major majority- and minority-owned subsidiaries:
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
1. In May 2021, the Company acquired 51% equity interest in Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd. through thepayment of consideration of RMB450 million. This project company will develop the Lin Xinyuan project, with a total site area of200,000 square meters, and a total capacity building area of 0.4 million square meters, which will be developed in four phases. TheGroup has control over the project company, which will be included in the scope of consolidation in May 2021. As of 30 June 2024,eight residential buildings of Phase I have been capped, the basement of Phase II is completed, the development of Phases III and IVare to be initiated, and construction permit has not been granted for the school. There were no sales in 2024.
2. In October 2021, the Company won the bid for a land plot in Guangming District and established the project company ShenzhenSPG Chuanqi Real Estate Development Co., Ltd. to be responsible for the development and construction of the land. In November2024, the Company completed the acceptance of the construction project, with a cumulative sales rate of 99% for residentialbuildings. The carryover revenue reached RMB97.88 million, accounting for 60.22% revenue from the Group's real estate sector and
24.05% of the Group's operating income.
3. The subordinate subsidiaries engaged in real estate development also include: Shenzhen SPG Longgang Development Co., Ltd.,Shantou SEZ, Wellam FTY, Building Development, Co., Ltd., and Shantou Huafeng Real Estate Development Co., Ltd. TheCuilinyuan project developed by Shenzhen SPG Longgang Development Co., Ltd. recorded a RMB21.66 million in 2024. Jinyedaoand YuejingDongfang developed by Shantou SEZ, Wellam FTY, Building Development, Co., Ltd. left a few amount ofremainingbuildings for sale. And Shantou Huafeng Company was responsible for the development of the Tianyuewan project (divided intoPhases I and Phase II). Tianyuewan Phase I was open for sale in October 2016 and completed in December 2019. The Phase IIstarted construction in November 2018 and was completed at the end of June 2021. As of 31 December 2024, the accumulated salesrate for Tianyuewan Phase I was 74.96%, and for Phase II, it was 29.84%.
4. Shenzhen Zhentong Engineering Co., Ltd. was engaged in the business of building installation and maintenance, with operatingrevenues of RMB200.72 million in 2024, accounting for 49.31% of the Group's total operating revenue.The net profit of Xin Feng Enterprise Co., Ltd. was of RMB-2,222,500 in 2024, which mainly due to the depreciation andamortization of investment property.X Structured bodies controlled by the Company
□ Applicable ?Not applicable
XI Prospects
(I) Industry pattern and trendsCurrently, with the continuous release of policy effectiveness and the market self-recovery, the real estate marketis showing a trend of differentiation, where the core cities and economically developed regions are expected tolead the recovery momentum. As the market resources are continuously gathering towards advantageousenterprises, and the integration of the industry chain is accelerating, the real estate industry is presented with newopportunities and challenges.(II) Possible risks and countermeasures
1. Macroeconomic risks and countermeasures
Currently, the adverse effects of changes in the external environment are deepening, posing many difficulties andchallenges to China's economic operation. However, the fundamentals of China's economy remain stable, withmany advantages, strong resilience, and significant potential, and the long-term supportive conditions and basictrends for improvement have not changed. The real estate industry has a greater correlation with themacroeconomy and is more influenced by the macroeconomic cycle. The Company will continue paying closeattention to the international and domestic macroeconomic situations and proactively adjust its operationstrategies.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
2. Industry development risks and countermeasures
At present, as existing policies continue to take effect, incremental policies are effectively implemented, andpolicy combination effects are continuously released, the real estate market is expected to stop declining andstabilize. But in the near future, the real estate industry still faces multiple risks and potential hazards, and themarket competition landscape is also presenting a new scenario. The Company will closely monitor industrypolicies, align with national strategic directions, continuously optimize business development paths, and activelyexplore new operating models to better adapt to changes in the external environment.
3. Business operating risks and countermeasures
In the context of increasingly fierce competition in the real estate market, the Company currently lacks sufficientreserve of development land resources, and new business expansions have not yet achieved substantive results, allof which put pressure on business development. The Company will closely monitor market dynamics and industrypolicy trends and strive to promote project construction and real estate sales. It will formulate the land expansionplans in a targeted manner and strive to improve the quality and efficiency of existing assets. When solidifying thefoundations of its main business, the Company also actively seeks innovative models and paths that align with itsown development reality, in order to flexibly respond to market challenges and explore broader developmentspace.(III) Development strategy and operating planIn 2025, the guiding ideology for SPG is: Guided by Xi Jinping Thought on Socialism with ChineseCharacteristics for a New Era, we will thoroughly implement the guidelines of 20th National Congress of theCommunist Party of China, the Second and Third Plenary Sessions of the 20th CPC Central Committee, theCentral Economic Work Conference, and the important speeches of General Secretary Xi Jinping's importantspeeches. In accordance with the decisions and deployments of the Municipal Party Committee and MunicipalGovernment, the State-owned Assets Supervision and Administration Commission, and SIHC's decision-makingplans, we will adhere to the principles of seeking progress while maintaining stability and sustainabledevelopment. With Party building as the lead, we will adopt a holistic approach, deepen implementation,continuously improve the quality and investment value of listed companies, and strive to achieve better results incorporate stability and reform and development work.
1. Make every effort to promote operations. First, the Company will deepen its main business operations,focusing on the reduction of existing inventory to solidify the foundation for stable development; second, it willprioritize project construction to create high-quality projects that provide strong support for enterprisedevelopment; third, the focus will be on asset management to comprehensively improve service quality andefficiency, creating more value growth points; fourth, it will strengthen the operation of affiliated enterprises,stimulate their inherent potential and market competitiveness, thereby gathering a powerful synergy for enterprisedevelopment.
2. Persevere in seeking development. First, the Company will strengthen strategic guidance by maintaining closecommunication with the controlling shareholder and timely initiating the preparation of the "15th Five-Year Plan"strategy. This will help identify the core battlefield for future development and guide the in-depth progress ofcorporate reforms. Second, it will explore new paths for future development. That means the Company will seizehigh-quality investment opportunities, and expand a new frontier for enterprise development with a focus on themajor topics outlined by the State-owned Assets Supervision and Administration Commission for the "15thFive-Year" period and the strategic direction of SIHC.
3. Activate the internal vitality. First, the Company will solidify the management foundation and focus onmaking the Company's operation more standardized. It will continuously improve the internal control system,strengthen the precision and efficiency of fund management, accelerate the construction process of the Group'sinformation systems, so as to lay a solid foundation for the stable development of the Company. Second, theCompany will improve management efficiency, optimize the assessment and incentive system, build a lean andefficient team, promote the Group's move towards refined management operations, and inject strong driving forceinto the Group's development.
4. Persist in safeguarding safety over time. First, the Company will focus on mitigating project risks,continuously promote the execution of judgments in the series of lawsuits related to Linxinyuan project, closelymonitor policy trends, and promptly take measures to revitalize assets; second, it will focus on preventing safety
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
risks, comprehensively improve the quality of safety management, improve the safety management system, striveto achieve zero record of safety production responsibility accidents throughout the year; third, it will focus oncontrolling operational risks, prudently advance the reduction of existing real estate inventory, and accelerate theclearance of zombie enterprises.
5. Strengthen the party building unshakably. First, the Company will strengthen the education andmanagement of teams of CPC members, and implement strict requirements; second, it will promote in-depthintegration of party building and business, and enhance the brand effect of "one enterprise, one product" in partybuilding; third, it will maintain a high-pressure stance on discipline and integrity, striving to create a clean andpositive working atmosphere.XII Communications with the Investment Community such as Researches, Inquiries andInterviews during the Reporting Period
?Applicable □ Not applicable
Date of visit | Place of visit | Way of visit | Type of visitor | Visitor | Contents and materials provided | Index to main inquiry information |
09 January 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the Company's operation status and strategic planning | N/A |
11 January 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
15 January 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the Company's operation status | N/A |
19 January 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the Company's future development planning | N/A |
22 January 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
25 January 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the number of shareholders | N/A |
26 January 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the criteria for abnormal stock movements | N/A |
29 January 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the Company's operation status | N/A |
01 February 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
20 February 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the number of shareholders | N/A |
21 February 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
22 February 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the Company's operation status and strategic planning | N/A |
01 March 2024 | The Comp | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
any
any | ||||||
05 March 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
07 March 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
11 March 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
18 March 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
21 March 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
22 March 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the progress of non-compete commitment | N/A |
25 March 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the progress of non-compete commitment | N/A |
29 March 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the progress of non-compete commitment | N/A |
26 March 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the Company's operation status | N/A |
03 April 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
07 April 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the progress of non-compete commitment | N/A |
08 April 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the progress of non-compete commitment | N/A |
08 April 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the Company's operation status and strategic planning | N/A |
10 April 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the Company's project sales | N/A |
12 April 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
15 April 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the progress of non-compete commitment | N/A |
17 April 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the number of shareholders | N/A |
17 April 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the regulations of the National Nine Positive Stimuli | N/A |
18 April 2024 | The Comp | By telephone | Individual | Individual investor | Inquire about the Company's land reserve and project situation | N/A |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
any
any | ||||||
23 April 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the number of shareholders | N/A |
23 April 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
08 May 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
10 May 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the progress of non-compete commitment | N/A |
13 May 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of A-shareholders | N/A |
16 May 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the Company's purchase of income-generating financial products | N/A |
22 May 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
24 May 2024 | The Company | By telephone | Individual | Individual investor | Consult delisting regulations | N/A |
28 May 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the progress of non-compete commitment | N/A |
04 June 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
11 June 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the recent status of State-owned Assets Supervision and Administration Commission of Shenzhen Municipality | N/A |
12 June 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
17 June 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
21 June 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
28 June 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
02 July 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the number of A-share shareholders | N/A |
05 July 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the progress of non-compete commitment and matters related to transfer agreements with controlling shareholders | N/A |
08 July 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
12 July 2024
12 July 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the matter of non-compete commitment | N/A |
12 July 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the number of shareholders | N/A |
22 July 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the number of A-share shareholders | N/A |
1 August 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the number of shareholders | N/A |
5 August, 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the overall selection of the Company's management team | N/A |
5 August, 2024 | The Company | By telephone | Individual | Individual investor | Inquiry about the amendment of regulations | N/A |
August 13, 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
16 August 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
21 August 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
26 August 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the progress of Company lawsuits | N/A |
26 August 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the matters related to transfer agreements with controlling shareholders | N/A |
September 02 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the number of shareholders | N/A |
September 03 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
09 June 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the matters related to transfer agreements with controlling shareholders | N/A |
September 09 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
September 10 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the progress of non-compete commitment | N/A |
September 11 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the matters related to transfer agreements with controlling shareholders | N/A |
September 14 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
September 18 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the matters related to transfer agreements with controlling shareholders | N/A |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
September 23 2024
September 23 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
8 October 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the number of shareholders | N/A |
October 10, 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
11 October 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
October 14, 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the number of shareholders | N/A |
October 15, 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
21 October 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
October 22, 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
October 28, 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
October 30, 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the Company's employees, cash flow, and future development | N/A |
October 30, 2024 | The Company | By telephone | Individual | Individual investor | Consult how to attend the on-site meeting of Shareholders’ General Meeting | N/A |
01 November 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
04 November 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
05 November 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
01 November 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
07 November 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
08 November 2024 | The Company | By telephone | Individual | Individual investor | Consult online voting matters for Shareholders’ General Meeting | N/A |
November 11, 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
November 14, 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the number of shareholders | N/A |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
November 15, 2024
November 15, 2024 | The Company | By telephone | Individual | Individual investor | Consult employee changes | N/A |
November 21, 2024 | The Company | By telephone | Individual | Individual investor | Consult litigation matters | N/A |
November 29, 2024 | The Company | By telephone | Individual | Individual investor | Consult future development direction | N/A |
December 02, 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the number of shareholders | N/A |
December 04, 2024 | The Company | By telephone | Individual | Individual investor | Consult future development direction | N/A |
December 05, 2024 | The Company | By telephone | Individual | Individual investor | Consult matters of investor reception day | N/A |
December 09, 2024 | The Company | By telephone | Individual | Individual investor | Consult personal stock ownership record matters | N/A |
December 10, 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
December 11, 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the number of shareholders | N/A |
December 11, 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the number of shareholders | N/A |
December 13, 2024 | The Company | Written inquiry | Individual | Individual investor | Inquire about the number of shareholders | N/A |
December 23, 2024 | The Company | By telephone | Individual | Individual investor | Inquire about the number of shareholders | N/A |
December 25, 2024 | The Company | By telephone | Individual | Individual investor | Consult litigation matters | N/A |
December 26, 2024 | The Company | By telephone | Individual | Individual investor | Consult future development direction | N/A |
XIII The Formulation and Implementation of the Market Value Management System andValuation Improvement PlanHas the Company established a market value management system?
□ Yes ?No
Has the Company disclosed a valuation improvement plan?
□ Yes ?No
XIV Implementation of the Action Plan for "Dual Enhancement of Quality and Profitability"
Has the Company disclosed its Action Plan for "Dual Enhancement of Quality and Profitability"?
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
□ Yes ?No
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Part IV Corporate Governance
I Basic Situation of Corporate GovernanceIn accordance with the requirements of the Company Law, the Securities Law, the Code on the Governance ofListed Companies and other laws and regulations, the Company has been improving its governance structurecontinuously, adhering to standardized operation, and an operational mechanism featuring decision-making by theboard of directors, execution by the management team, and supervision by the board of supervisors has beenformed.During the reporting period, the Company's governance institutions at all levels have carried out theirresponsibilities and authorities clearly and definitely and have performed their own functions. At the same time,they have checked and balanced each other in decision-making, implementation and supervision effectively, andhave operated in a coordinated manner.(I) Operation of the general meeting of shareholdersThe preparation, holding of the annual and extraordinary general meetings of shareholders of the Company aswell as disclosure of the resolutions made at the meetings have been carried out in strict accordance with theCompany Law, the Rules of the General Meeting of Shareholders of Listed Companies of China SecuritiesRegulatory Commission (CSRC), the Articles of Association and the Rules of Procedure of the General Meeting ofShareholders of the Company. The notification time of the meeting, the procedure of authorization, the procedureof convening, the convener, the qualification of the personnel attending the meeting and the voting procedure ofthe meeting have all been in line with relevant provisions. An on-site interaction for shareholders has been set atthe shareholders' meeting to ensure that the shareholders, especially the small and medium-sized shareholders, canexercise their legitimate rights.(II) Operation of the board of directorsThe preparation and holding of the board meeting of the Company and the disclosure of the resolution made at themeeting have been carried out in strict accordance with the Company Law, the Self-regulation Guidelines forListed Companies of Shenzhen Stock Exchange No. 1-Standardized Operation of Listed Companies on the MainBoard, the Articles of Association and the Rules of Procedure of the Board Meeting of the Company. The numberand manning of the board of directors have met the requirements of laws and regulations. The directors haveworked diligently and responsibly, and the board of directors has worked hard in making decisions and setting thedirection for the Company, and has exercised its power in accordance with the requirements for corporategovernance.(III) Operation of the supervisory committeeThe number and manning of the board of supervisors have met the requirements of laws and regulations. Allmembers of the board of supervisors of the Company have performed their duties diligently and conscientiously.They have supervised and inspected the important matters of the Company in strict accordance with the CompanyLaw, the Self-regulation Guidelines for Listed Companies of Shenzhen Stock Exchange No. 1-StandardizedOperation of Listed Companies on the Main Board, the Articles of Association and the Rules of Procedure of theBoard of Supervisors of the Company, exercised the power of supervision effectively, gave a full play to the
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
supervisory function, have played a substantial role in the operation and management of the Company, and haveprotected the legitimate rights and interests of the Company and the shareholders.(IV) Operation at manager levelThe manager level of the Company has performed its duties in strict accordance with the Company Law, theSelf-regulation Guidelines for Listed Companies of Shenzhen Stock Exchange No. 1-Standardized Operation ofListed Companies on the Main Board, the Articles of Association and the Detailed Working Rules for the GeneralManager of the Company. The manager level is responsible for the production, operation and management of theCompany all-roundly. They have performed their duties diligently and conscientiously, and have carried out thedecisions of the board of directors effectively. The members at the manager level have had a clear division oflabour among them, they have worked diligently and conscientiously, and there has not existed any situation of"control under insiders ".Indicate by tick market whether there is any material incompliance with laws, administrative regulations and regulations governingthe governance of listed companies issued by the CSRC.
□ Yes ?No
No such cases in the Reporting Period.
II The Company’s Independence from Its Controlling Shareholder and Actual Controller inBusiness, Personnel, Asset, Organization and Financial Affairs(I) In respect of assets, the Company possessed independent and integrated assets and the property of theCompany is transparent.(II) In respect of personnel, the Company was absolutely independent in management of labour, personnel andsalaries from the controlling shareholders. All the senior executives of the Company took no office titleconcurrently and drew no remunerations from the Shareholder Company.(III) In respect of finance, the Company has independent financial department, independently accounted and paidtaxes according to the law. The Company established a complete accounting system, financial accounting systemand financial administrative systems. The Company opened independent bank accounts.(IV) In respect of organization, the Board of Directors and the Supervisory Board operated independently. Thereexisted no superior-inferior relationship between the controlling shareholder and its function department and theCompany.(V) In respect of business, the Company possessed independent production, supply and sales system.III Horizontal Competition?Applicable □ Not applicable
Type | Relationship with the Company | Company name | Company nature | Course | Countermeasures | Progress and follow-up plan |
Horizontal competition | Controlling shareholder | Shenzhen Investment Holdings Co., Ltd | Other | Both the Company and Shenzhen Properties & Resources | 1. Solution for industry competition between Shenzhen Property Management and SPG. For the existing businesses of Shenzhen Property Management that are in | For details, please refer to the Announcement on the |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Development(Group) Ltd.(referred to asShenzhenPropertyManagement)are subsidiariescontrolled byShenzhenInvestmentHoldings Co.,Ltd. Both theCompany andShenzhenPropertyManagementare engaged inreal estatedevelopmentand commercialhousing sales,which belong tothe sameindustry andthus have asituation ofhorizontalcompetition.
Development (Group) Ltd. (referred to as Shenzhen Property Management) are subsidiaries controlled by Shenzhen Investment Holdings Co., Ltd. Both the Company and Shenzhen Property Management are engaged in real estate development and commercial housing sales, which belong to the same industry and thus have a situation of horizontal competition. | competition with SPG, SIHC will initiate one or more practically operable solutions within the scope allowed by laws and regulations and complete the implementation of related solutions by 9 November 2026, to resolve the existing horizontal competition issue: (1) Solve the horizontal competition through asset sales or asset swaps; (2) Solve the horizontal competition through equity transfers, (3) Other measures that can effectively address the horizontal competition. 2. Other commitments to avoid horizontal competition. As the controlling shareholder of the listed company and during the period when the listed company is listed on the Shenzhen Stock Exchange, companies, enterprises, and economic organizations controlled or actually controlled by SIHC (excluding enterprises controlled by the listed company, collectively referred to as "subsidiaries") will not engage in business directly competitive with the listed company in new business fields other than those where there is existing horizontal competition. SIHC commits not to seek unfair benefits through its status as the controlling shareholder of the listed company, thereby harming the rights and interests of the listed company and its shareholders. In case of violation of the above commitments, SIHC will bear the corresponding legal responsibilities, including but not limited to compensation for all losses caused to the listed company. | Commitment to Avoid Horizontal Competition from the Change of Controlling Shareholder disclosed by the Company on 30 September 2024 (Announcement No.: 2024-035) and the Announcement on Resolutions of the Third Extraordinary General Meeting of Shareholders in 2024 disclosed on 9 November 2024 (Announcement No.: 2024-041). |
IV Annual and Extraordinary General Meeting Convened during the Reporting Period
1. General Meetings Convened during the Reporting Period
Meeting | Type | Investor participation ratio | Convened date | Disclosure date | Index to disclosed information |
The 1st Extraordinary General Meeting of 2024 | Extraordinary General Meeting | 62.46% | 22 February 2024 | 23 February 2024 | For details, please refer to the Announcement on Resolutions of the First Extraordinary General Meeting of |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Shareholders in 2024(Announcement No.:
2024-005).
Shareholders in 2024 (Announcement No.: 2024-005). | |||||
The 2023 Annual General Meeting | Annual General Meeting | 62.48% | 17 May 2024 | 18 May 2024 | For details, please refer to the Announcement on Resolutions at 2023 Annual General Meeting (Announcement No.: 2024-020). |
The 2nd Extraordinary General Meeting of 2024 | Extraordinary General Meeting | 62.55% | 23 August 2024 | 24 August 2024 | For details, please refer to the Announcement on Resolutions of the Second Extraordinary General Meeting of Shareholders in 2024 (Announcement No.: 2024-027). |
The 3rd Extraordinary General Meeting of 2024 | Extraordinary General Meeting | 6.30% | 08 November 2024 | 09 November 2024 | For details, please refer to the Announcement on Resolutions of the Third Extraordinary General Meeting of Shareholders in 2024(Announcement No.: 2024-041). |
2. Extraordinary General Meeting Convened at Request of Preference Shareholders with Resumed VotingRights
□ Applicable ?Not applicable
V Directors, Supervisors and Senior Management
1. Basic Information
Name | Gender | Age | Office title | Incumbent/Former | Start of tenure | End of tenure | Beginning shareholding (share) | Increase in the Reporting Period (share) | Decrease in the Reporting Period (share) | Other increase/decrease (share) | Ending shareholding (share) | Reason for change |
Tang Xiaoping | Male | 54 | Chairman of the Board | Incumbent | 30 March 2023 | 0 | 0 | 0 | 0 | 0 | ||
Director | Incumbent | 31 December 2020 | 0 | 0 | 0 | 0 | 0 | |||||
GM | Incumbent | 14 December 2020 | 0 | 0 | 0 | 0 | 0 | |||||
Qian Zhong | Male | 51 | Director | Incumbent | 12 September 2023 | 0 | 0 | 0 | 0 | 0 |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
WangJianfei
Wang Jianfei | Male | 52 | Director | Incumbent | 11 October 2021 | 0 | 0 | 0 | 0 | 0 | ||
CFO | Incumbent | 22 September 2021 | 0 | 0 | 0 | 0 | 0 | |||||
Zhang Manhua | Male | 50 | Director | Incumbent | 30 March 2023 | 0 | 0 | 0 | 0 | 0 | ||
Li Wenkun | Male | 51 | Director | Incumbent | 30 November 2023 | 0 | 0 | 0 | 0 | 0 | ||
Meng Fei | Male | 49 | Director | Incumbent | 23 August 2024 | 0 | 0 | 0 | 0 | 0 | ||
He Zuowen | Male | 62 | Independent director | Incumbent | 30 June 2020 | 0 | 0 | 0 | 0 | 0 | ||
Mi Xuming | Male | 49 | Independent director | Incumbent | 30 June 2020 | 0 | 0 | 0 | 0 | 0 | ||
Liu Haifeng | Male | 53 | Independent director | Incumbent | 17 May 2024 | 0 | 0 | 0 | 0 | 0 | ||
Wang Jiangtao | Male | 58 | Chairman of the Supervisory Committee | Incumbent | 17 May 2022 | 0 | 0 | 0 | 0 | 0 | ||
Li Yufei | Female | 46 | Supervisor | Incumbent | 17 April 2012 | 0 | 0 | 0 | 0 | 0 | ||
Wei Junfeng | Male | 45 | Supervisor | Incumbent | 30 November 2023 | 0 | 0 | 0 | 0 | 0 | ||
Lu Haiyan | Female | 48 | Supervisor | Incumbent | 28 March 2023 | 200 | 0 | 0 | 0 | 200 | ||
Xu Fangming | Female | 48 | Supervisor | Incumbent | 15 May 2024 | 0 | 0 | 0 | 0 | 0 | ||
Zhang Hongwei | Male | 58 | Vice GM | Incumbent | 15 July 2020 | 0 | 0 | 0 | 0 | 0 | ||
Huang Weijun | Male | 52 | Vice GM | Incumbent | 29 July 2022 | 0 | 0 | 0 | 0 | 0 | ||
Wu Zhiyong | Male | 53 | Vice GM | Incumbent | 29 July 2022 | 0 | 0 | 0 | 0 | 0 | ||
Luo Yi | Male | 51 | Board Secretary | Incumbent | 31 December 2020 | 0 | 0 | 0 | 0 | 0 | ||
Sun Minghui | Male | 43 | Director | Former | 31 December 2020 | 23 August 2024 | 0 | 0 | 0 | 0 | 0 | |
Kang Xiaoyue | Male | 60 | Independent director | Former | 15 May 2018 | 17 May 2024 | 0 | 0 | 0 | 0 | 0 |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Lin Jun
Lin Jun | Female | 55 | Supervisor | Former | 27 April 2016 | 15 May 2024 | 0 | 0 | 0 | 0 | 0 | |
Total | -- | -- | -- | -- | -- | -- | 200 | 0 | 0 | 0 | 200 | -- |
Indicate by tick mark whether any directors or supervisors left or any senior management were disengaged during the ReportingPeriod?Yes □ No
1. Mr. Sun Minghui will no longer serve as a director of the Company due to changes in work, nor will he holdany other positions in the Company. For specific details, please refer to the Announcement on Resolutions of theSecond Extraordinary General Meeting of Shareholders in 2024 disclosed by the Company on 24 August 2024(Announcement No.: 2024-027).
2. Mr. Kang Xiaoyue will no longer serve as Independent Director of the Company upon completing sixconsecutive years of service, nor will he hold any other positions in the Company. For specific details, please referto the Announcement on Resolutions at 2023 Annual General Meeting disclosed by the Company on 18 May 2024(Announcement No.: 2024-020).
3. Ms. Lin Jun will no longer serve as Employee Supervisor of the Company due to retirement, nor will she holdany other positions in the Company. For specific details, please refer to the Announcement on the Change ofEmployee Supervisor of the Eighth Board of Supervisors disclosed by the Company on 18 May 2024(Announcement No.: 2024-019).Change of Directors, Supervisors and Senior Management?Applicable □ Not applicable
Name | Office title | Type of change | Date of change | Reason |
Sun Minghui | Director | Former | 23 August 2024 | Job transfer |
Meng Fei | Director | Elected | 23 August 2024 | |
Kang Xiaoyue | Independent director | Former | 17 May 2024 | Served as an independent director of the Company for six consecutive years |
Liu Haifeng | Independent director | Elected | 17 May 2024 | |
Lin Jun | Employee supervisor | Former | 15 May 2024 | Retirement |
Xu Fangming | Employee supervisor | Elected | 15 May 2024 |
2. Biographical Information
Professional backgrounds, major work experience and current duties in the Company of the incumbent directors, supervisors andsenior management:
Tang Xiaoping: He once acted as Chief Financial Officer and head of the Financial Department of ShenzhenGreat Wall Runda Asset Management Co., Ltd., head of Financial Operation Management Department ofShenzhen External Service Group Co., Ltd. and Executive Director of Shenzhen Foreign Affairs Service Center,Manager, Deputy General Manager, Board Secretary, and Deputy Secretary of the Party Committee of theCompany's Budget and Finance Department; currently serves as the Company's Secretary of the CPC Committee,Chairman, and General Manager.Qian Zhong: He once acted as the Director of the Board of Directors Office (Strategy Research Office), Memberof the Discipline Inspection Committee, and the Head of the Operation Management Department of ShenzhenProperties & Resources Development (Group) Ltd.; currently serving as the Deputy Secretary of the CPC,Director, and Chairman of the Trade Union Confederation of the Company.Wang Jianfei: He once acted as the Head of the Financial Management Department of Shenzhen ConstructionDevelopment (Group) Company, Deputy General Manager of Hubei Shentou Control Investment DevelopmentCo., Ltd.; currently serving as Director, Chief Financial Officer, and Member of the Party Committee of the
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Company, and Director and Chief Financial Officer of Shenzhen General Institute of Architectural Design andResearch Co., Ltd.Zhang Manhua: He once acted the Head of the Investment Department of Century Science & TechnologyInvestment Corporation, Deputy Head of the Strategy Development Department and Deputy Head of the CapitalOperation Department of Shenzhen Investment Holdings Co., Ltd.; currently serving as Head of the Legal andRisk Management Department of Shenzhen Investment Holdings Co., Ltd., Deputy Secretary of the PartyCommittee, Director, and General Manager of Shenzhen Bay Technology Development Co., Ltd., and Director ofthe Company.Li Wenkun: Previously, a Deputy General Manager of Shenzhen Toukong Property Management Co., Ltd., aDirector, a Deputy Secretary of the Party Committee, and the Secretary of the Discipline Inspection Commissionof Shenzhen Shentou Environmental Protection Technology Co., Ltd., and a Director, and a Deputy Secretary ofthe Party Committee of Shenzhen Environmental Protection Technology Group Co., Ltd. (original name wasShenzhen Shentou Environmental Protection Technology Co., Ltd.); currently, a Director of Shenzhen WaterPlanning and Design Institute Co., Ltd., and a Director of the Company.Meng Fei: He previously worked at Shenzhen Tianhong Shopping Mall Co., Ltd. and Shenzhen Press Group, andserved as a Senior Manager in the Financial Department of Shenzhen Investment Holdings Co., Ltd.; currentlyserving as Deputy Head of the Financial Department (Settlement Center) of Shenzhen Investment Holdings Co.,Ltd. and Director of the Company.He Zuowen: he once worked as Associate Professor of Accounting at Changsha University of Science &Technology (formerly Changsha Electric Power Institute), Partner at Shenzhen Huapeng Accounting Firm, Headof the Shenzhen branch of Beijing Zhongtian Huazheng Certified Public Accountants (now Da Hua CertifiedPublic Accountants LLP), Partner at Lixin Accounting Firm; currently serving as Partner, Member of the PartnerManagement Committee, and Secretary of the Party Branch of Zhengdan Zhiyuan (Shenzhen) Certified PublicAccountants (Special General Partnership), Chairman of Shenzhen Tianye Taxation Firm Co., Ltd., andIndependent Director of Shenzhen Ruijie Technology Co., Ltd. and the Company. Major social positions include:
Off-campus Master's Tutor at Shenzhen University, Member of the Shenzhen Institute of Certified PublicAccountants Industry Committee of the Communist Party of China, Expert in Expert Database of ShenzhenState-owned Assets Supervision and Administration Commission, Shenzhen Development and ReformCommission, Shenzhen Science and Technology Innovation Commission, Shenzhen Radio and Television Culture,Tourism and Sports Bureau, and Shenzhen United Property And Share Rights Exchanged.Xuemin Mi: he once worked as a lecturer and associate professor at Shenzhen University, holds a PhD inManagement from Xiamen University, a postdoctoral fellowship in Applied Economics from Xiamen University,and was a visiting scholar at the University of Exeter's Department of Accounting in the UK. He is currently aprofessor and doctoral supervisor at Shenzhen University, as well as the Deputy Director of the Risk ResearchCenter of Shenzhen University. He also serves as an independent director at Shenzhen Farben InformationTechnology Co., Ltd., OFILM Group Co., Ltd., and the Company.Haifeng Liu: he once served as a partner at Guangdong Xintong Law Firm; currently a primary partner atGuangdong Hancheng Law Firm and an independent director at Shenzhen CEREALS HOLDINGS Co., Ltd., CRTrust, and the Company.Jiangtao Wang: he once worked as the Executive Deputy General Manager and Party Branch Secretary ofShenzhen Foreign Economic and Trade Investment Company, Director, Secretary of the Discipline InspectionCommission and Party Commission, and Chairman of the Supervisory Board of Shenzhen General Institute ofArchitectural Design and Research Co., Ltd.; currently serves as the Secretary of the Discipline InspectionCommission, Chairman of the Supervisory Board, and a member of the Party Committee of the Company.Li Yufei: she ever worked as the Assistant to the Manager of the Investment Department and Assistant to theManager & Vice Manager of Assets Management Centre as well as the Senior Management Staff of EnterpriseDepartment I and Enterprise Department II (Journal Center) in Shenzhen Investment Holdings Co., Ltd. Now, sheserves as the deputy director of Discipline Inspection Office in Shenzhen Investment Holdings Co., Ltd. and thesupervisor of the Company.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Junfeng Wei: he once worked as the Deputy Head of the Strategy Research Department (Board of DirectorsOffice) at Shenzhen Investment Holdings Co., Ltd.; currently serves as the Deputy Party Secretary and Director ofShenzhen Textile (Holdings) Co., Ltd., and is a supervisor at the Company.Haiyan Lu: he once worked as the Deputy Head of the Finance Department and the Strategy DevelopmentDepartment (Board of Directors Office) of Shenzhen Foreign Service Group Co., Ltd.; currently a supervisor andthe Deputy Head of the Audit Department (in charge) of the Company.Fangming Xu: he once worked as the Contract Manager of the Cost Control Department of the Company;currently a supervisor and the Deputy Head of Disciplinary Inspection & Supervision Office (Board ofSupervisors Office) (in charge of comprehensive work) of the Company.Hongwei Zhang: he once worked as the General Manager of Shenzhen Urban Construction InvestmentDevelopment Co., Ltd. and Hefei Ruifa Urban Construction Investment and Development Co., Ltd., and Managerof the Development Department, Sales Department, Project Department II, and Engineering ManagementDepartment of this Company; currently the Deputy General Manager and a member of the Party Committee ofthis Company, Chairman of Jianbang Company, and General Manager of Longgang Development Company.Huang Weijun: Once served as a member of the Party Committee, Secretary of the Committee for DisciplineInspection and Deputy GM of Shenzhen Guangming Group Co., Ltd., a member of the Party Committee,Secretary of the Committee for Discipline Inspection and Deputy GM of Shenzhen OCT Vision Inc. (concurrentlyas an executive director of Shenzhen OCT International Media Performing Co., Ltd.), and now serving as theDeputy GM, member of the CPC of the Company.Wu Zhiyong: Once served as the Chairman and GM of Shenzhen Petrel Hotel Co., Ltd. and Deputy Manager ofProperty Management Department and Asset Operation Center of the Company, and now serving as the DeputyGM, member of the CPC of the Company of the Company.Luo Yi: He was once the Vice GM, Deputy Director of Board Secretariat and Securities Representative in theShantou branch of the Company. And he now serves as the Board Secretary and Director of the Board Secretariatin the Company.Offices held concurrently in shareholding entities:
?Applicable □ Not applicable
Name | Shareholding entity | Office held in the shareholding entity | Start of tenure | End of tenure | Remuneration or allowance from the shareholding entity |
Zhang Manhua | Shenzhen Investment Holdings Co., Ltd | Head of Legal and Risk Management | 19 October 2018 | Yes | |
Meng Fei | Shenzhen Investment Holdings Co., Ltd | Deputy Head of the Finance Department (Settlement Center) | September 15 2017 | Yes | |
Li Yufei | Shenzhen Investment Holdings Co., Ltd | Deputy Director of Discipline Inspection Office | 9 July 2015 | Yes |
Offices held concurrently in other entities:
?Applicable □ Not applicable
Name | Other entity | Office held in the entity | Start of tenure | End of tenure | Remuneration or allowance from the entity |
Wang Jianfei | Shenzhen Architecture Design General Research Institute | Director and CFO | 21 December 2023 | No | |
Zhang Manhua | Shenzhen Properties & Resources Development (Group) Ltd. | Supervisor | 31 July 2014 | No | |
Zhang | Shenzhen Architecture | Director | 11 July 2017 | No |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Manhua
Manhua | Design General Research Institute | ||||
Zhang Manhua | Shenzhen Asset Management Co., Ltd. | Director | 23 April 2020 | No | |
Zhang Manhua | Shenzhen Bay Area Urban Construction and Development Co., Ltd. | Director | 16 August 2021 | No | |
Zhang Manhua | Shenzhen High-Tech Zone Investment Development Group Co., Ltd. | Director | 25 November 2022 | No | |
Zhang Manhua | Shenzhen Corporate Compliance Association | Vice-president | 9 January 2023 | No | |
Zhang Manhua | Guotai Junan Securities Co.,Ltd. | Director | 18 January 2024 | No | |
Zhang Manhua | Shenzhen Bay Technology Development Co., Ltd. | Deputy secretary of the Party Committee, Director and general manager | December 19, 2024 | No | |
Zhang Manhua | Shenzhen Chuangke Park Investment Co., Ltd. | Chairman of the Board, GM | December 19, 2024 | No | |
Li Wenkun | Shenzhen Water Planning and Design Institute Co., Ltd. | Director | 4 September 2023 | No | |
Meng Fei | Shenzhen Hi-tech Zone Investment Development Group Co., Ltd. | Supervisor | 25 November 2022 | No | |
Meng Fei | Shenzhen TopoScend Capital Co., Ltd. | Supervisor | 17 October 2017 | No | |
Meng Fei | Shenzhen Investment Control Hong Kong Investment Holdings Co., Ltd. | Director | 18 July 2024 | No | |
Meng Fei | Shenzhen Textile (Holdings) Co., Ltd. | Director | 23 July 2024 | No | |
Li Yufei | Shenzhen Dapengwan Huaqiao Tomb | Director | 19 November 2015 | No | |
Li Yufei | Shenzhen Shentou Cultural Investment Co., Ltd. | Director | 2 September 2022 | No | |
Wei Junfeng | Shenzhen Environmental Protection Technology Group Co., Ltd. | Supervisor | 17 October 2017 | No | |
Wei Junfeng | Shenzhen Highway Passenger Transportation Service Centre Co., Ltd. | Director | 24 August 2023 | No | |
Wei Junfeng | Shenzhen Textile (Holdings) Co., Ltd. | Deputy Party Committee Secretary and Director | 18 February 2025 | Yes |
Punishments imposed in the recent three years by the securities regulator on the incumbent directors, supervisors and seniormanagement as well as those who left in the Reporting Period:
□ Applicable ?Not applicable
3. Remuneration of Directors, Supervisors and Senior Management
Decision-making procedure, determination basis and actual payments of remuneration for directors, supervisors and seniormanagement:
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
The remuneration of the Company's directors, supervisors and senior managers shall be determined andimplemented in accordance with the regulations of the Company's remuneration management system.After the review and approval at the 2022 Annual General Meeting of Shareholders held on 28 April 2023, theallowance for independent directors has been adjusted to RMB10,000 (pre-tax) per person per month fromRMB7000 (pre-tax) per person per month since May 2023, and independent directors will not receive anyremuneration other than it from the Company.Remuneration of directors, supervisors and senior management for the Reporting Period
Unit: RMB’0,000
Name | Gender | Age | Office title | Incumbent/Former | Total before-tax remuneration from the Company | Any remuneration from related party |
Tang Xiaoping | Male | 54 | Chairman of the Board, GM | Incumbent | 105.85 | No |
Qian Zhong | Male | 51 | Director | Incumbent | 70.01 | No |
Wang Jianfei | Male | 52 | Director and CFO | Incumbent | 104.4 | No |
Zhang Manhua | Male | 50 | Director | Incumbent | 0 | Yes |
Li Wenkun | Male | 51 | Director | Incumbent | 0 | Yes |
Meng Fei | Male | 49 | Director | Incumbent | 0 | Yes |
He Zuowen | Male | 62 | Independent director | Incumbent | 12 | No |
Mi Xuming | Male | 49 | Independent director | Incumbent | 12 | No |
Liu Haifeng | Male | 53 | Independent director | Incumbent | 7 | No |
Wang Jiangtao | Male | 58 | Chairman of the Supervisory Committee | Incumbent | 103.2 | No |
Li Yufei | Female | 46 | Supervisor | Incumbent | 0 | Yes |
Wei Junfeng | Male | 45 | Supervisor | Incumbent | 0 | Yes |
Lu Haiyan | Female | 48 | Supervisor | Incumbent | 46.44 | No |
Xu Fangming | Female | 48 | Supervisor | Incumbent | 29.41 | No |
Zhang Hongwei | Male | 58 | Vice GM | Incumbent | 90 | No |
Huang Weijun | Male | 52 | Vice GM | Incumbent | 90 | No |
Wu Zhiyong | Male | 53 | Vice GM | Incumbent | 90 | No |
Luo Yi | Male | 51 | Board Secretary | Incumbent | 61.44 | No |
Sun Minghui | Male | 43 | Director | Former | 0 | Yes |
Kang Xiaoyue | Male | 60 | Independent director | Former | 5 | No |
Lin Jun | Female | 55 | Supervisor | Former | 30.51 | No |
Total | -- | -- | -- | -- | 857.26 | -- |
Other notes? Applicable ?Not applicable
1. The remuneration data of directors, supervisors and senior management disclosed by the Company is the monthly salaries of thecurrent year + the performance bonus for the previous year paid in the current year.
2. Qian Zhong, Deputy Secretary of the Party Committee and Director, took office in July 2023 and was transferred from an externalunit. In 2023, only monthly salaries were paid by the Company. In 2024, in addition to monthly salaries, the performance bonus for
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
2023 was also paid.
VI Performance of Duty by Directors in the Reporting Period
1. Board Meeting Convened during the Reporting Period
Meeting | Convened date | Disclosure date | Index to disclosed information |
The 8th Meeting of the 8th Board of Directors | 29 March 2024 | 30 March 2024 | Details are shown in Announcement of Resolutions of the Eighth Meeting of the Eighth Board of Directors (Announcement No. 2024-006) |
The 9th Meeting of the 8th Board of Directors | 26 April 2024 | 27 April 2024 | Details are shown in Announcement of Resolutions of the Ninth Meeting of the Eighth Board of Directors (Announcement No. 2024-013) |
The 10th meeting of the eighth session of the Board | 2 August 2024 | 3 August 2024 | Details are shown in Announcement of Resolutions of the Tenth Meeting of the Eighth Board of Directors (Announcement No. 2024-023) |
The 11th Meeting of the eighth session of the Board | 23 August 2024 | 24 August 2024 | Details are shown in Announcement of Resolutions of the Eleventh Meeting of the Eighth Board of Directors (Announcement No. 2024-028) |
The 12th Meeting of the eighth session of the Board | 18 September 2024 | 19 September 2024 | Details are shown in Announcement of Resolutions of the Twelfth Meeting of the Eighth Board of Directors (Announcement No. 2024-032) |
The 13th Meeting of the eighth session of the Board | 30 September 2024 | 30 September 2024 | Details are shown in Announcement of Resolutions of the Thirteenth Meeting of the Eighth Board of Directors (Announcement No. 2024-033) |
The 14th Meeting of the eighth session of the Board | 30 October 2024 | 31 October 2024 | See Resolution Announcement of the Fourteenth Board Meeting (Announcement No. 2024-038) |
The 15th Meeting of the eighth session of the Board | 22 November 2024 | 23 November 2024 | Details are shown in Announcement of Resolutions of the Fifteenth Meeting of the Eighth Board of Directors (Announcement No. 2024-042) |
2. Attendance of Directors at Board Meetings and General Meetings
Attendance of directors at board meetings and general meetings | |||||||
Director | Total number of board meetings the director was eligible to attend | Board meetings attended on site | Board meetings attended by way of telecommunication | Board meetings attended through a proxy | Board meetings the director failed to attend | The director failed to attend two consecutive board meetings (yes/no) | General meetings attended |
Tang Xiaoping | 8 | 2 | 6 | 0 | 0 | No | 4 |
Qian Zhong | 8 | 2 | 6 | 0 | 0 | No | 4 |
Wang Jianfei | 8 | 2 | 6 | 0 | 0 | No | 4 |
Zhang Manhua | 8 | 0 | 8 | 0 | 0 | No | 0 |
Li Wenkun | 8 | 1 | 7 | 0 | 0 | No | 2 |
Meng Fei | 5 | 0 | 5 | 0 | 0 | No | 0 |
He Zuowen | 8 | 2 | 6 | 0 | 0 | No | 4 |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Mi Xuming
Mi Xuming | 8 | 1 | 7 | 0 | 0 | No | 3 |
Liu Haifeng | 6 | 1 | 5 | 0 | 0 | No | 2 |
Sun Minghui | 3 | 1 | 2 | 0 | 0 | No | 0 |
Kang Xiaoyue | 2 | 1 | 1 | 0 | 0 | No | 1 |
Why any independent director failed to attend two consecutive board meetings:
Not applicable
3. Objections Raised by Directors on Matters of the Company
Indicate by tick mark whether any directors raised any objections on any matter of the Company.
□ Yes ?No
No such cases in the Reporting Period.
4. Other Information about the Performance of Duty by Directors
Indicate by tick mark whether any suggestions from directors were adopted by the Company.?Yes □ NoSuggestions from directors adopted or not adopted by the Company:
During the Reporting Period, all directors of the Company performed their duties diligently and conscientiously.They thoroughly mastered the Company’s production and operation, internal control, and standardized operation,and put forward relevant opinions on the Company’s major governance and operation decisions based on theirprofessional advantages. These opinions were fully communicated and discussed among the directors beforeforming consensus, which effectively promoted scientific and objective decision-making by the Board ofDirectors, and helpfully safeguarded the legitimate rights and interests of the Company and all shareholders.
VII Performance of Duty by Specialized Committees under the Board in the Reporting Period
Committee | Members | Number of meetings convened | Convened date | Content | Important opinions and suggestions raised | Other information about the performance of duty | Details about issues with objections (if any) |
Audit Committee of the Board of Directors | He Zuowen, Sun Minghui, Mi Xuming | 5 | 9 January 2024 | The schedule for the 2023 annual financial statements and internal control audit, important audit matters, key areas of focus, and proposed audit | The schedule, important audit matters, key areas of focus, and proposed audit procedures for the 2023 financial statements and internal control audit conducted by Pan-China Certified Public Accountant (LLP) were agreed upon. |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
procedures wasreviewed.
procedures was reviewed. | ||||||
He Zuowen, Sun Minghui, Mi Xuming | 5 | 18 March 2024 | Deliberation on the audit of the 2023 annual financial report | The draft audit report prepared by Pan-China Certified Public Accountant (LLP) complies with the various provisions of enterprise accounting standards and truly and completely reflects the company's financial status as of 31 December 2023, as well as the operating results and cash flows for the year 2023. The audit work for the 2023 financial report was completed well. | ||
He Zuowen, Sun Minghui, Mi Xuming | 5 | 22 March 2024 | The 2023 annual financial report statement and financial information in the 2023 annual report, the 2023 internal control self-assessment report, proposal on the provisions for credit impairment and asset impairment for the year 2023 were reviewed | 1. The Company's financial statements are prepared in accordance with the provisions of enterprise accounting standards in all material respects, and are true, reliable, and complete. The 2023 audit report prepared by Pan-China Certified Public Accountant (LLP) fairly reflects the Company's financial status, operating results, and cash flows for 2023 in all material respects. 2. The Company's 2023 Internal Control Self-assessment Report comprehensively, objectively, and truly reflects the actual situation of internal control in 2023. In accordance with the requirements of the standard system for enterprise internal control and relevant regulations, the Company has maintained effective internal control over financial reporting in all material respects. During the reporting period, no significant deficiencies or material weaknesses in internal controls over financial reporting were identified within the company, and no significant deficiencies or material weaknesses in internal controls outside of financial reporting were found. 3. The provisions for credit impairment and asset impairment for the year 2023 by the company are conducted in accordance with and comply with the provisions of the Accounting Standards for Business Enterprises and the relevant company policies. The basis for these provisions is sufficient and aligns with the Company's operational status. This provision for credit and asset impairment is based on the principle of prudence, helping to more fairly reflect the Company's financial status and operating results as of 31 December 2023, making the Company's accounting information more reasonable. | ||
He Zuowen, Sun Minghui, | 5 | 19 April 2024 | Deliberation on First Quarter 2024 Report | The First Quarter 2024 Report truly, accurately, and completely reflects the Company's financial status, operating results, and cash flow for the first quarter |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
MiXuming
Mi Xuming | of 2024, and approval is given to submit the relevant proposals to the Company's Board of Directors for review. | ||||||
He Zuowen, Sun Minghui, Mi Xuming | 5 | 26 July 2024 | Deliberation on the proposed renewal of the audit firm | It was agreed to appoint Pan-China Certified Public Accountant (LLP) as the auditing firm for the Company's financial report and internal control audit for the year 2024. The audit fees are set at RMB720,000, of which the fee for the financial report audit is RMB510,000, and the fee for the internal control audit is RMB210,000. | |||
He Zuowen, Mi Xuming, Meng Fei | 2 | 23 August 2024 | Deliberation on the Semi-annual Report for 2024, the Report on Internal Audit for the first half of 2024, and other matters. | 1. The Semi-annual Report for 2024 was considered to truly, accurately, and completely reflect the Company's financial status, operating results, and cash flow for the first half of 2024. It was agreed to submit the relevant proposals to the Company's Board of Directors for review. 2. Recognition was given to the internal audit work carried out in the first half of 2024, and it was required to carry out audit work in accordance with the work plan requirements in the second half of the year. | |||
He Zuowen, Mi Xuming, Meng Fei | 2 | October 30, 2024 | Deliberation on Third Quarter 2024 Report, the Report on Internal Audit Work for the third quarter of 2024, and other items. | 1. The Third Quarter 2024 Report was considered to truly, accurately, and completely reflect the Company's financial status, operating results, and cash flow. It was agreed to submit the relevant proposals to the Company's Board of Directors for review. 2. Recognition was given to the internal audit work carried out in the third quarter of 2024, and it was required to continue carrying out audit work in accordance with the work plan. | |||
Remuneration and Appraisal Committee of the Board of Directors | Mi Xuming, Wang Jianfei, He Zuowen | 3 | 29 March 2024 | The annual compensation of directors and senior management disclosed in the 2023 annual report was reviewed | The compensation decision-making process for the Company's directors, supervisors, and senior management members complies with regulations. The compensation standards for directors, supervisors, and senior management members align with the established compensation system. The compensation information disclosed in the 2023 annual report is true and accurate. | ||
Remuneration and Appraisal Committee of the | Mi Xuming, Wang Jianfei, He Zuowen | 3 | 19 April 2024 | Tenure assessment results for senior management members for the 2021-2023 term were reviewed. | This decision-making process for the tenure assessment of senior management for the 2021-2023 term complies with the Implementation Plan for Senior Management's 2021-2023 Tenure Assessment. There is no situation that damages the interests of the Company and shareholders. |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
BoardofDirectors
Board of Directors | |||||||
Remuneration and Appraisal Committee of the Board of Directors | Mi Xuming, Wang Jianfei, He Zuowen | 3 | September 18 2024 | The letter of responsibility for annual business performance about senior management members in 2024 was reviewed | The letter of responsibility for annual business performance about senior management members in 2024 meets the requirements of the performance assessment indicators for 2024. It is aligned with the key work points for the year and the division of responsibilities among the leadership team members. The agreement demonstrates good scientific and rational principles and does not harm the interests of the company and its shareholders, particularly the interests of minority shareholders. | ||
Nomination Committee of the Board of Directors | Kang Xiaoyue, Qian Zhong, He Zuowen | 1 | 19 April 2024 | The proposed change of independent director matter was reviewed. | It was agreed to nominate Mr. Liu Haifeng as a candidate for the Company's independent director. | ||
Liu Haifeng, Qian Zhong, He Zuowen | 1 | 26 July 2024 | The overall selection and appointment work plan for the management team, and propose to change directors and other matters were reviewed | 1. It is believed that the Overall Selection and Appointment Work Plan for the Management Team of ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. is formulated in accordance with the laws, administrative regulations, departmental rules, normative documents, and the Articles of Association. It meets the policy and work requirements set by higher authorities regarding the overall selection of corporate management teams and aligns well with the actual situation of the company, demonstrating good scientific and rational principles. 2. It is agreed to nominate Mr. Meng Fei as a candidate for the Company's Board of Directors. |
VIII Performance of Duty by the Supervisory CommitteeIndicate by tick mark whether the Supervisory Committee found any risk to the Company during its supervision in the ReportingPeriod.
□ Yes ?No
The Supervisory Committee raised no objections in the Reporting Period.IX Employees
1. Number, Functions and Educational Backgrounds of Employees
Number of in-service employees of the Company as the parent at the period-end | 98 |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Number of in-service employees of major subsidiaries at theperiod-end
Number of in-service employees of major subsidiaries at the period-end | 135 |
Total number of in-service employees at the period-end | 233 |
Total number of paid employees in the Reporting Period | 233 |
Number of retirees to whom the Company as the parent or its major subsidiaries need to pay retirement pensions | 0 |
Functions | |
Function | Employees |
Production | 93 |
Sales | 26 |
Technical | 14 |
Financial | 25 |
Administrative | 75 |
Total | 233 |
Educational backgrounds | |
Category | Number |
Doctors | 3 |
Masters | 20 |
Bachelors | 107 |
College graduates | 51 |
Technical secondary school graduates | 5 |
High school graduates and below | 47 |
Total | 233 |
2. Employee Remuneration Policy
The management personnel above vice general manager (including vice GM) of the Company conducted annualsalary system, other employees conducted contacting the performance with the benefit salary system.
3. Employee Training Plans
The Company formulates an annual training plan based on the Employee Training Management Measures. TheCompany implements training for current employees through methods such as internal training, inviting expertsfor on-site lectures, or participating in specialized external training programs. This training covers aspects such asjob knowledge, professional skills, regulations, and business processes. The goal is to enrich and updateemployees' professional knowledge, enhance their overall quality, and improve their business skills.
4. Labor Outsourcing
□ Applicable ?Not applicable
X Profit Distributions (in the Form of Cash and/or Stock)How the profit distribution policy, especially the cash dividend policy, was formulated, executed or revised in the Reporting Period:
□ Applicable ?Not applicable
Indicate by tick mark whether the Company fails to put forward a cash dividend proposal for shareholders despite the facts that theCompany has made profits in the Reporting Period and the profits of the Company as the parent distributable to shareholders arepositive.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
□ Applicable ?Not applicable
Final Dividend Plan for the Reporting Period
□ Applicable ?Not applicable
No such cases in the Reporting Period.XI Equity Incentive Plans, Employee Stock Ownership Plans or Other Incentive Measures forEmployees
□ Applicable ?Not applicable
No such cases in the Reporting Period.XII Establishment and Execution of the Internal Control System for the Reporting Period
1. Establishment and Execution of the Internal Control System
The Company has established a relatively complete and continuously effective internal control system, and hascarried out internal control evaluation in accordance with the internal control matrix and documents. TheCompany has maintained effective internal controls over financial reporting in all significant aspects according tothe requirements of the corporate internal control standards and relevant regulations. No significant deficiencies innon-financial reporting internal controls have been identified, and no factors have occurred that would impact theconclusions regarding the effectiveness of internal controls. At the same time, the Company attaches greatimportance to the regulation and steering role of the big supervision system. By holding joint supervisionmeetings and carrying out key supervision and inspection, the Company has promoted the standardization levelimprovement of relevant management work. No major violations of regulations and disciplines have been found.In the future, the Company will continue to develop internal control in a standardized manner and strengthen thesupervision and inspection of internal control in order to promote the healthy and sustainable development of theCompany.
2. Material Internal Control Weaknesses Identified for the Reporting Period
□ Yes ?No
XIII Management and Control over Subsidiaries by the Company for the Reporting Period
Company name | Integration plan | Integration progress | Problem | Countermeasures taken | Settlement progress | Follow-up settlement plan |
N/A | N/A | N/A | N/A | N/A | N/A | N/A |
XIV Internal Control Evaluation Report or Independent Auditor’s Report on InternalControl
1. Internal Control Evaluation Report
Disclosure date of the internal control self-evaluation report | 22 March 2025 |
Index to the disclosed internal control self-evaluation report | 2024 Internal Control Self-Evaluation Report on www.cninfo.com.cn |
Evaluated entities’ combined assets as % of consolidated total assets | 84.49% |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Evaluated entities’ combined operatingrevenue as % of consolidated operatingrevenue
Evaluated entities’ combined operating revenue as % of consolidated operating revenue | 99.74% | ||
Identification standards for internal control weaknesses | |||
Type | Weaknesses in internal control over financial reporting | Weaknesses in internal control not related to financial reporting | |
Nature standard | The Company, based on the actual situation, identifies the following events or signs that may indicate the presence of significant or material deficiencies in financial reporting: (1) The directors, supervisors and senior management are found to have fraudulent behavior. (2) Certified Public Accountant find that there is a significant error in the financial report, however, the internal control did not discover it when conducting internal control; (3) The Audit Committee under the Board and Internal Audit Service's supervision to the internal control is invalid. (4) The accounting personnel were without necessary qualities to complete the preparation of financial statements. | 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. Generally, the presence of the following signs indicates that there may be major or significant deficiencies in the non-financial report internal control: (1) lack of democratic decision-making procedures, such as lack of decision-making on major issues, important appointments or dismissals, significant project investment decisions, use of large funds (Three Major and One Big) decision-making procedures; (2) unscientific decision-making procedures, such as major decision-making errors resulting in significant property losses for the Company; (3) serious violations of national laws and regulations; (4) key management personnel or important talents leaving in large numbers; (5) frequent negative media reports with a broad impact; (6) failure to rectify the results of internal control evaluation, especially major or significant deficiencies; (7) lack of systematic control over important businesses or systemic failure of systems. | |
Quantitative standard | Serious defects: the defects, or defect group may lead to the financial results misstatement or potential losses >3% of net assets; Important defects: 1% of net assets<the defects, or defect group may lead to the financial results misstatement or potential losses ≤ 3% of net assets; General defects: the defects, or defect group may lead to the financial results misstatement or potential losses ≤ 1% of net assets. | The criterion of quantity of the recognition of defects of internal control in the non-financial statements mainly were amount of direct economy losses, in line with the criterion of quantity of the recognition of defects of internal control in financial report of the Company. | |
Number of material weaknesses in internal control over financial reporting | 0 | ||
Number of material weaknesses in internal control not related to financial reporting | 0 | ||
Number of serious weaknesses in internal control over financial reporting | 0 | ||
Number of serious weaknesses in internal control not related to financial reporting | 0 |
2. Independent Auditor’s Report on Internal Control
?Applicable □ Not applicable
Opinion paragraph in the independent auditor’s report on internal control |
We believe that Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. maintained effective internal control of financial statements in all significant aspects on 31 December 2023 in accordance with Basic Standards for Internal Control and relevant regulations. |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Independent auditor’s report on internal control disclosed ornot
Independent auditor’s report on internal control disclosed or not | Disclosed |
Disclosure date | 22 March 2025 |
Index to such report disclosed | Report on Internal Control disclosed on www.cninfo.com.cn. |
Type of the auditor’s opinion | Unmodified unqualified opinion |
Material weaknesses in internal control not related to financial reporting | No |
Indicate by tick mark whether any modified opinion is expressed in the independent auditor’s report on the Company’s internalcontrol.
□ Yes ?No
Indicate by tick mark whether the independent auditor’s report on the Company’s internal control is consistent with the internalcontrol self-evaluation report issued by the Company’s Board.?Yes □ No
XV Rectifications of Problems Identified by Self-inspection in the Special Action for ListedCompany Governance
During the reporting period, the Company did not have any issues that needed rectification after self-examination.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Part V Environmental and Social Responsibility
I Major Environmental IssuesIndicate by tick mark whether the Company or any of its subsidiaries is a heavily polluting business identified by the environmentalprotection authorities of China.
□ Yes ?No
Administrative penalties imposed for environmental problems during the Reporting Period
Name | Reason | Case | Result | Influence on production and operation | Rectification measures |
N/A | N/A | N/A | N/A | N/A | N/A |
Other environmental information disclosed with reference to the heavily polluting businessFor details, please refer to the 2024 Environmental, Social and Corporate Governance (ESG) Report disclosed on Cninfo(www.cninfo.com.cn).Measures taken to decrease carbon emission in the Reporting Period and corresponding effects
□ Applicable ?Not applicable
Reason for failure of disclosing other environmental informationNot applicableII Social Responsibility
Adhering to the philosophy of "thinking of the source when drinking water", while pursuing economic benefits,the Company proactively practiced its role as a state-owned enterprise, fulfilled its social responsibility, and gaveback to the society with practical action. For details, please refer to the 2024 Environmental, Social and CorporateGovernance (ESG) Report disclosed on Cninfo (www.cninfo.com.cn).III Consolidation and Expansion of Poverty Alleviation Outcomes, and Rural RevitalizationPaying close attention to rural development, the Company proactively implemented the national targeted povertyalleviation action, and continuously carried out consumer assistance and rural revitalisation tasks. For details,please refer to the 2024 Environmental, Social and Corporate Governance (ESG) Report disclosed on Cninfo(www.cninfo.com.cn).
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Part VI Significant Events
I Fulfillment of Commitments
1. Commitments of the Company’s De Facto Controller, Shareholders, Related Parties and Acquirers, aswell as the Company Itself and Other Entities Fulfilled in the Reporting Period or Ongoing at thePeriod-End?Applicable □ Not applicable
Commitment | Promisor | Type of commitment | Details of commitment | Date of commitment making | Term of commitment | Fulfillment |
Other commitments made to minority interests | Shenzhen Investment Holdings Co., Ltd | Avoiding horizontal competition | To avoid horizontal competition, Shenzhen Investment Holdings Co., Ltd. made such a commitment: For the Company’s existing business that has horizontal competition with ShenZhen Properties & Resources Development (Group) Ltd., Shenzhen Investment Holdings Co., Ltd. will, within the scope permitted by laws and regulations, timely launch one or several of the following solutions that is practically feasible, and complete the implementation of the relevant solution(s) before 9 November 2024 to solve the existing horizontal competition problem: (1) Solve the horizontal competition between the two through asset sales or asset replacement; (2) Solve the horizontal competition between the two through equity transfer; (3) Take other measures that can effectively solve the problem of horizontal competition. Above commitment came into force upon the review and approval on the shareholders’ meeting of ShenZhen Properties & Resources Development (Group) Ltd. (dated 27 September 2021). | 10 September 2021 | Before 9 November 2024 | Commitment has been changed. For details, please refer to the Announcement on the Commitment to Avoid Horizontal Competition from the Change of Controlling Shareholder disclosed by the Company on 30 September 2024 (Announcement No.: 2024-035) and the Announcement on Resolutions of the Third Extraordinary General Meeting of Shareholders in 2024 disclosed on 9 November 2024 (Announcement No.: 2024-041). |
Other commitments made to minority interests | 1. Solution for industry competition between Shenzhen Property Management and SPG. For the existing businesses of Shenzhen Property Management that are in competition with SPG, SIHC will initiate one or more practically operable solutions within the scope allowed by laws and regulations and complete the implementation of related solutions by 9 November 2026, to resolve the existing horizontal competition issue: (1) Solve the horizontal competition through asset sales or asset swaps; (2) Solve the horizontal competition through equity transfers, (3) Other measures that can effectively address the horizontal competition. | 26 September 2024 | Before 9 November 2026 | In performance | ||
Other commitments | 2. Other commitments to avoid horizontal competition. As the controlling shareholder of the listed company and during the period when the listed | 26 September 2024 | As a controlling | In performance |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
madetominorityinterests
made to minority interests | company is listed on the Shenzhen Stock Exchange, companies, enterprises, and economic organizations controlled or actually controlled by SIHC (excluding enterprises controlled by the listed company, collectively referred to as "subsidiaries") will not engage in business directly competitive with the listed company in new business fields other than those where there is existing horizontal competition. SIHC commits not to seek unfair benefits through its status as the controlling shareholder of the listed company, thereby harming the rights and interests of the listed company and its shareholders. In case of violation of the above commitments, SIHC will bear the corresponding legal responsibilities, including but not limited to compensation for all losses caused to the listed company. | shareholder of a publicly listed company during its listing period on the Shenzhen Stock Exchange | |||
Fulfilled on time | Yes | ||||
Specific reasons for failing to fulfil commitments on time and plans for next step (if any) | N/A |
2. Where there had been an earnings forecast for an asset or project and the Reporting Period was stillwithin the forecast period, explain why the forecast has been reached for the Reporting Period.
□ Applicable ?Not applicable
II Occupation of the Company’s Capital by the Controlling Shareholder or Its Related Partiesfor Non-Operating Purposes
□ Applicable ?Not applicable
No such cases in the Reporting Period.
III Irregularities in the Provision of Guarantees
□ Applicable ?Not applicable
No such cases in the Reporting Period.IV Explanations Given by the Board of Directors Regarding the Latest “Modified Opinion”on the Financial Statements
□ Applicable ?Not applicable
V Explanations Given by the Board of Directors, the Supervisory Board and the IndependentDirectors (if any) Regarding the Independent Auditor's “Modified Opinion” on the FinancialStatements of the Reporting Period
□ Applicable ?Not applicable
VI YoY Changes to Accounting Policies, Estimates or Correction of Material AccountingErrors
?Applicable □ Not applicableFor specific details, please refer to "III. Important Accounting Policies and Accounting Estimates" of "Part X Financial Statements",specifically in "(32) Changes in Important Accounting Policies".
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
VII YoY Changes to the Scope of the Consolidated Financial Statements?Applicable □ Not applicableReduction in consolidation scope
Company name | Equity disposal method | Equity disposal date | Net assets on disposal date | Net profit from the beginning of the period to the disposal date |
Xin Feng Enterprise Co., Ltd. | Liquidation and cancellation | January 2024 | RMB692200 | 0 |
VIII Engagement and Disengagement of Independent AuditorCurrent independent auditor
Name of the domestic independent auditor | Pan-China Certified Public Accounts LLP |
The Company’s payment to the domestic independent auditor (RMB’0,000) | 72 |
How many consecutive years the domestic independent auditor has provided audit service for the Company | 2 |
Names of the certified public accountants from the domestic independent auditor writing signatures on the auditor’s report | Wang Huansen, and Cai Xiaodong |
How many consecutive years the certified public accountantsfrom the domestic independent auditor have provided auditservice for the Company
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 applicableDuring the Reporting Period, the Company engaged Pan-China Certified Public Accountant (LLP) to provide internal control andaudit services for the Company at a service fee of RMB210,000.IX Possibility of Delisting after Disclosure of this Report
□ Applicable ?Not applicable
X Insolvency and Reorganization
□ Applicable ?Not applicable
No such cases in the Reporting Period.
XI Major Legal Matters
?Applicable □ Not applicable
General | Involve | Prov | Progress | Decisions and effects | Execution of | Disclosur | Index to |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
informati
on
information | d amount (RMB’0,000) | ision | decisions | e date | disclosed information | ||
Xi’an Project Lawsuit | 2,154 | No | End this execution | (1) Xi’an Business Tourism Company Limited (hereinafter referred to as “Business Company”) had to pay for the compensation RMB36.62 million and the relevant interest (from 14 September 1998 to the payment day) to Xi’an Fresh Peak Company within one month after the judgment entering into force. If the Business Company failed to pay in time, it had to pay double debt interests to Xi’an Fresh Peak Company for the overdue period; (2) Xi’an Joint Commission on Commerce had jointly and severally obligation of the interests of the compensation; (3) Business Company shall bear RMB227,500 of the acceptance fee and the security fee. | In 2004, the Shaanxi Higher People's Court legally auctioned all assets of the trading company, with Xi'an Xinfeng Property Trading Co., Ltd. receiving RMB15,201,000 million. Currently, the trading company has no enforceable assets left, and the Xi'an Municipal Bureau of Commerce has consistently refused to comply with the judgment, making further claims difficult to pursue. This case is at the end of the execution stage. | 24 August 2024 | The 2024 Semi-Annual Report (Announcement No.: 2024-031) disclosed on cninfo.com.cn |
Lawsuit of bill dispute | 17,715.14 | No | In execution | As Jianbang Group is incapable of paying the commercial bills due in January 2022, which total RMB177,151,400, Huizhou Mingxiang Economic Information Consulting Co., Ltd., Huizhou Huiyang Hongfa Industry & Trade Co., Ltd. and Huizhou Jinlongsheng Industrial Co., Ltd. brought a lawsuit on the bill dispute to the People’s Court of Huiyang District. The Huiyang District Court ruled at first instance in March 2023 that Jianbang Group should pay the acceptance bill amount and interest. | Huizhou Mingxiang Economic Information Consulting Co., Ltd., Huizhou Huiyang Hongfa Industry & Trade Co., Ltd., and Huizhou Jinlongsheng Industrial Co., Ltd. have applied for execution to the Huizhou Intermediate People's Court. | 24 August 2024 | The 2024 Semi-Annual Report (Announcement No.: 2024-031) disclosed on cninfo.com.cn |
Contractual disputes | 39,568.85 | No | In execution | In January 2024, the Company received a civil judgment of the first instance issued by the | The Company has applied to the court to | 3 February 2024 | Announcement on the Progress of |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
overloans
over loans | Shenzhen Luohu District People's Court. The Company won the case and has applied to the Luohu District People's Court of Shenzhen for compulsory execution. | freeze the corresponding assets. | Litigation Matters (No.: 2024-003) on www.cninfo.com.cn | ||||
Joint venture and cooperative real estate development contract disputes | 74,357.5 | No | In the second instance | On 8 January 2025, the Company received the first-instance civil judgment in this case. The judgment made by the Huizhou Intermediate People's Court supported some of the company's litigation requests. On 22 January 2025, the Company appealed against the claims not supported and the case entered the second instance stage. No second-instance judgment has been made in this case. | In the second instance. | 8 December 2023 | Announcement on Litigation Matters (No.: 2023-048) on www.cninfo.com.cn |
Contractual disputes over loans | 41,952.29 | No | In execution | The second-instance ruling for this case was received in October 2024, and because the defendant did not pay the appeal fee, it was treated as a withdrawal of the appeal. The Company won this case and has applied for compulsory execution. | The Company has applied to the court to freeze the corresponding assets. | 13 January 2024 | Announcement on Litigation Matters (No.: 2024-001) on www.cninfo.com.cn |
XII Punishments and Rectifications
□ Applicable ?Not applicable
No such cases in the Reporting Period.
XIII Credit Quality of the Company as well as Its Controlling Shareholder and ActualController
□ Applicable ?Not applicable
XIV Major Related-Party Transactions
1. Continuing Related-Party Transactions
□ Applicable ?Not applicable
No such cases in the Reporting Period.
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.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
4. Amounts Due to and from Related Parties
□ Applicable ?Not applicable
No such cases in the Reporting Period.
5. Transactions with Related Finance Companies
□ Applicable ?Not applicable
The Company did not make deposits in, receive loans or credit from and was not involved in any other finance business with anyrelated finance company or any other related parties.
6. Transactions with Related Parties by Finance Companies Controlled by the Company
□ Applicable ?Not applicable
The finance company controlled by the Company did not make deposits, receive loans or credit from and was not involved in anyother finance business with any related parties.
7. Other Major Related-Party Transactions
□ Applicable ?Not applicable
No such cases in the Reporting Period.XV 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.
2. Major Guarantees
?Applicable □ Not applicable
Unit: RMB’0,000
Guarantees provided by the Company as the parent and its subsidiaries for external parties (exclusive of those for subsidiaries) | ||||||||||
Obligor | Disclosure date of the | Line of guarantee | Actual occurrence date | Actual guarantee | Type of guarantee | Collateral (if any) | Counter guarantee (if any) | Term of guarantee | Having expired or not | Guarantee for a related |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
guarante
e lineannouncement
guarantee line announcement | amount | party or not | ||||||||
Guarantees provided by the Company as the parent for its subsidiaries | ||||||||||
Obligor | Disclosure date of the guarantee line announcement | Line of guarantee | Actual occurrence date | Actual guarantee amount | Type of guarantee | Collateral (if any) | Counter guarantee (if any) | Term of guarantee | Having expired or not | Guarantee for a related party or not |
Shenzhen SPG Chuanqi Real Estate Development Co., Ltd. | 18 March 2022 | 50,000 | 17 June 2022 | 3,343.8 | Pledge | The Company holds 100% equity interests in Shenzhen SPG Chuanqi Real Estate Development Co., Ltd. | From the date of signing the guarantee contract to the date when all guaranteed debts are unconditionally and irrevocably paid off in full. | No | No | |
Total approved line for such guarantees in the Reporting Period (B1) | 50,000 | Total actual amount of such guarantees in the Reporting Period (B2) | 3,343.8 | |||||||
Total approved line for such guarantees at the end of the Reporting Period (B3) | 50,000 | Total actual balance of such guarantees at the end of the Reporting Period (B4) | 3,343.8 | |||||||
Guarantees provided between subsidiaries | ||||||||||
Obligor | Disclosure date of the guarantee line announcement | Line of guarantee | Actual occurrence date | Actual guarantee amount | Type of guarantee | Collateral (if any) | Counter guarantee (if any) | Term of guarantee | Having expired or not | Guarantee for a related party or not |
Total guarantee amount (total of the three kinds of guarantees above) | ||||||||||
Total guarantee line approved in the Reporting Period (A1+B1+C1) | 50,000 | Total actual guarantee amount in the Reporting Period (A2+B2+C2) | 3,343.8 |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Total approvedguarantee line at theend of the ReportingPeriod (A3+B3+C3)
Total approved guarantee line at the end of the Reporting Period (A3+B3+C3) | 50,000 | Total actual guarantee balance at the end of the Reporting Period (A4+B4+C4) | 3,343.8 |
Total actual guarantee amount (A4+B4+C4) as % of the Company’s net assets | 0.95% | ||
Of which: |
Compound guarantees
3. Cash Entrusted to Other Entities for Management
(1) Cash Entrusted for Wealth Management
?Applicable □ Not applicableOverview of cash entrusted for wealth management in the Reporting Period
Unit: RMB’0,000
Type | Funding source | Amount | Undue amount | Unrecovered overdue amount | Unrecovered overdue amount with provision for impairment |
Others | Self-owned funds | 98,780.19 | 98,780.19 | 0 | 0 |
Total | 98,780.19 | 98,780.19 | 0 | 0 |
High-risk entrusted wealth management with significant single amount or low security and poor liquidity:
□ Applicable ?Not applicable
Whether there is the case where the principal cannot be recovered at maturity or other case which may cause impairment forentrusted 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.
XVI Other Significant Events?Applicable □ Not applicableSIHC, the controlling shareholder of the Company, intends to transfer 71,498,100 shares of the Company (7.07%of the total share capital of the Company) held by it to China Orient Asset Management Co., Ltd. throughtransfer by agreement. This share transfer by agreement is subject to the approval by the concerned state-ownedassets regulatory authority, the compliance confirmation by the Shenzhen Stock Exchange, and the application forshare transfer registration with China Securities Depository and Clearing Corporation Limited. Therefore, it is stilluncertain whether this share transfer by agreement can be successfully completed. For details, please refer to theSuggestive Announcement on Transfer by Agreement of Part of the Company's Shares by the ControllingShareholder and Consequent Change in Equity (Announcement No.: 2024-021) disclosed by the Company on 29June 2024.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
XVII Significant Events of Subsidiaries
□ Applicable ?Not applicable
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Part VII Share Changes and Shareholder InformationI Share Changes
1. Share Changes
Unit: share
Before | Increase/decrease (+/-) | After | |||||||
Shares | Percentage (%) | New issues | Shares as dividend converted from profit | Shares as dividend converted from capital reserves | Other | Subtotal | Shares | Percentage (%) | |
I Restricted shares | 0.00 | 0.00% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00% |
1 Shares held by the state | 0.00 | 0.00% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00% |
2 Shares held by state-own Legal-person | 0.00 | 0.00% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00% |
3 Shares held by other domestic investors | 0.00 | 0.00% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00% |
Among which: shares held by domestic legal person | 0.00 | 0.00% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00% |
Shares held by domestic natural person | 0.00 | 0.00% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00% |
4 Oversea shareholdings | 0.00 | 0.00% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00% |
Among which: shares | 0.00 | 0.00% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00% |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
held byoversealegalperson
held by oversea legal person | |||||||||
Shares held by oversea natural person | 0.00 | 0.00% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00% |
II Unrestricted shares | 1,011,660,000.00 | 100.00% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 1,011,660,000.00 | 100.00% |
1 RMB ordinary shares | 891,660,000.00 | 88.14% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 891,660,000.00 | 88.14% |
2 Domestically listed foreign shares | 120,000,000.00 | 11.86% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 120,000,000.00 | 11.86% |
3 Oversea listed foreign shares | 0.00 | 0.00% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00% |
4 Other | 0.00 | 0.00% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00% |
III Total shares | 1,011,660,000.00 | 100.00% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 1,011,660,000.00 | 100.00% |
Reasons for share changes:
□ Applicable ?Not applicable
Approval of share changes:
□ Applicable ?Not applicable
Transfer of share ownership:
□ Applicable ?Not applicable
Effects of share changes on the basic and diluted earnings per share, equity per share attributable to the Company’s ordinaryshareholders 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
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
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 shareholders at the period-end | 40,335 | Number of ordinary shareholders at the month-end prior to the disclosure of this Report | 39,791 | Number of preferred shareholders with resumed voting rights at the period-end | 0 | Number of preferred shareholders with resumed voting rights at the month-end prior to the disclosure of this Report | 0 | ||||||||
Shareholding of ordinary shareholders holding more than 5% shares or the top 10 of ordinary shareholders (exclusive of shares lent in refinancing) | |||||||||||||||
Name of shareholder | Nature of shareholder | Shareholding percentage | Number of shareholding at the end of the Reporting Period | Increase and decrease of shares during Reporting Period | Restricted shares held | Number of unrestricted shares | Shares in pledge, marked or frozen | ||||||||
Status | Shares | ||||||||||||||
Shenzhen Investment Holdings Co., Ltd | State-owned legal person | 55.78% | 564,353,838 | 0 | 0 | 564,353,838 | N/A | 0 | |||||||
Shenzhen State-owned Equity Management Co., Ltd. | Domestic non-state-owned legal person | 6.35% | 64,288,426 | 0 | 0 | 64,288,426 | N/A | 0 | |||||||
Yang Jianmin | Domestic natural person | 1.33% | 13,498,017 | 2361040 | 0 | 13,498,017 | N/A | 0 | |||||||
Wang Yulan | Domestic natural person | 0.62% | 6,228,591 | 1801400 | 0 | 6,228,591 | N/A | 0 | |||||||
Zhang Xiujuan | Domestic natural person | 0.48% | 4,829,700 | 69300 | 0 | 4,829,700 | N/A | 0 | |||||||
Hong Kong Securities Clearing Company Ltd. | Foreign legal person | 0.42% | 4,201,303 | 54500 | 0 | 4,201,303 | N/A | 0 | |||||||
He Qiao | Domestic natural person | 0.37% | 3,791,900 | -96986 | 0 | 3,791,900 | N/A | 0 |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Wang Zhengying
Wang Zhengying | Domestic natural person | 0.29% | 2,961,900 | 43800 | 0 | 2,961,900 | N/A | 0 | ||||
Zhang Zi | Domestic natural person | 0.26% | 2,671,200 | 86500 | 0 | 2,671,200 | N/A | 0 | ||||
Zang Xiangfeng | Domestic natural person | 0.24% | 2,457,563 | 392400 | 0 | 2,457,563 | N/A | 0 | ||||
Strategic investor or general legal person becoming a top-10 ordinary shareholder due to rights issue | N/A | |||||||||||
Related or acting-in-concert parties among the shareholders above | Among the top 10 shareholders of the Company, Shenzhen State-owned Equity Management Co., Ltd. is a wholly-owned subsidiary of Shenzhen Investment Holdings Co., Ltd. The Company does not know whether there exists associated relationship among the other shareholders, or whether they are persons acting in concert as prescribed in the Administrative Measures for the Acquisition of Listed Companies. | |||||||||||
Explain if any of the shareholders above was involved in entrusting/being entrusted with voting rights or waiving voting rights | N/A | |||||||||||
Special account for share repurchases among the top 10 shareholders | N/A | |||||||||||
Shareholdings of Top Ten Unlimited Shareholders (Excluding Shares Lent trough Refinancing and Management Lock-up Shares) | ||||||||||||
Name of shareholder | Unrestricted shares held at the period-end | Shares by type | ||||||||||
Shares by type | Shares | |||||||||||
Shenzhen Investment Holdings Co., Ltd | 564,353,838 | RMB ordinary shares | 564,353,838 | |||||||||
Shenzhen State-owned Equity Management Co., Ltd. | 64,288,426 | RMB ordinary shares | 64,288,426 | |||||||||
Yang Jianmin | 13,498,017 | RMB ordinary shares | 13,498,017 | |||||||||
Wang Yulan | 6,228,591 | RMB ordinary shares | 6,228,591 | |||||||||
Zhang Xiujuan | 4,829,700 | RMB ordinary shares | 4,829,700 | |||||||||
Hong Kong Securities Clearing Company Ltd. | 4,201,303 | RMB ordinary shares | 4,201,303 | |||||||||
He Qiao | 3,791,900 | RMB ordinary shares | 3,629,500 | |||||||||
He Qiao | 3,791,900 | Domestically listed foreign shares | 162,400 | |||||||||
Wang Zhengying | 2,961,900 | RMB ordinary shares | 2,961,900 | |||||||||
Zhang Zi | 2,671,200 | RMB ordinary shares | 2,671,200 | |||||||||
Zang Xiangfeng | 2,457,563 | RMB ordinary shares | 2,457,563 | |||||||||
Related or acting-in-concert parties among top 10 unrestricted public shareholders, as well as between top 10 unrestricted public shareholders and top 10 shareholders | Among the top 10 unrestricted public shareholders of the Company, Shenzhen State-owned Equity Management Co., Ltd. is a wholly-owned subsidiary of Shenzhen Investment Holdings Co., Ltd. The Company does not know whether there exists associated relationship among the other shareholders, or whether they are persons acting in concert as prescribed in the Administrative Measures for the Acquisition of Listed Companies. | |||||||||||
Top 10 ordinary shareholders involved in securities margin trading | Among the top 10 shareholders, the shareholder ranked 3rd holds 9,804,200 shares in a credit securities account, the 5th ranked shareholder holds 4,760,400 shares in a credit securities account, the 7th ranked shareholder holds 3,332,000 shares in a credit securities account, the 8th ranked shareholder holds 2,961,900 shares in a credit securities account, the 9th ranked shareholder holds 2,581,600 shares in a credit securities account, and the 10th ranked shareholder holds 2,065,163 shares in a credit securities account. |
Participation of Shareholders with a Shareholding Bigger Than 5%, the Top Ten Shareholders, and the Top Ten Shareholders ofNon-restricted Tradable Shares in the Lending of Shares Through Refinancing
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
□ Applicable ?Not applicable
Changes in the top ten shareholders and the top ten shareholders of non-restricted tradable shares from the previous reporting perioddue to lending/return through refinancing
□ Applicable ?Not applicable
Indicate by tick mark whether any of the top 10 ordinary shareholders or the top 10 unrestricted ordinary shareholders of theCompany conducted any promissory repo during the Reporting Period.
□ Yes ?No
No such cases in the Reporting Period.
2. Controlling Shareholder
Nature of the controlling shareholder: Controlled by a local state-owned legal personType of the controlling shareholder: legal person
Name of controlling shareholder | Legal representative/person in charge | Date of establishment | Unified social credit code | Principal activity |
Shenzhen Investment Holdings Co., Ltd | He Jianfeng | 13 October 2004 | 914403007675664218 | Investment in equities on behalf of the government and management of those investments; development and operation of government-allocated land; and investment in and provision of services for strategic emerging industries |
Controlling shareholder’s holdings in other listed companies at home or abroad in the Reporting Period | 303,140,000 shares in SZPRD A (000011), representing a stake of 50.86%; 234,070,000 shares in STHC (000045), representing a stake of 46.21%; 8,210,000 shares in Shenzhen Universe A (000023), representing a stake of 5.91%; 962,720,000 shares in Ping An (601318), representing a stake of 5.29%; Guosen Securities (002736), holding 3,223.12 million shares, representing a stake of 33.53%; 609,430,000 of A shares and 103,370,000 of H shares in Guotai Junan (601211 , representing a stake of 8%; 195,030,000 shares in Telling Holding (000829), representing a stake of 19.03%; 1,059,082,500 shares in Shenzhen International (00152), representing a stake of 43.95%; 606.65 million shares in Lihexhichuang (002243), representing a stake of 50.11%; 315,830,000 shares in Infinova (002528), representing a stake of 26.35%; 601,673,300 shares in EA (002183), representing a stake of 23.17%; 64,350,000 shares in SWPD (301038), representing a stake of 37.50%; 6,770,000 shares in Shenzhen Energy (000027), representing a stake of 0.14%; 9,520,000 shares in BOCOM (601328), representing a stake of 0.01%; 113,980,000 shares in Techand Ecology (300197), representing a stake of 3.84%; 77,270,000 shares in Vanke (02202), representing a stake of 0.66%; 696,160,000 shares in SEG (000058), representing a stake of 56.54%; 325,721,500 shares in SDGI (000070), representing a stake of 36.18%; 205,341,600 shares in TELLUS A (000025), representing a stake of 31.79%; 80,739,800 shares in SDGS (300917), representing a stake of 47.78%; 72,000,000 shares in MICROGATE (300319), representing a stake of 8.28%; |
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
456,121,900 shares in CHINA MERCHANT’S SHEKOU HOLDINGS (001979), representing astake of 5.03%.
456,121,900 shares in CHINA MERCHANT’S SHEKOU HOLDINGS (001979), representing astake of 5.03%.
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 managementType of the actual controller: legal person
Name of actual controller | Legal representative/person in charge | Date of establishment | Unified social credit code | Principal activity |
The State-owned Assets Supervision and Administration Commission of the People’s Government of Shenzhen Municipal | Yang Jun | 31 July 2004 | K3172806-7 | Perform the responsibilities of investor on behalf of the state, and supervise and manage the authorized state-owned assets legally. |
Other listed companies at home or abroad controlled by the actual controller in the Reporting Period | In addition to the Company controlling shareholder - Shenzhen Investment Holding Co., Ltd. Other domestic and overseas listed companies whose equity held by the actual controllers did not rank among the top ten shareholders of the Company. |
Change of the actual controller during the Reporting Period:
□ Applicable ?Not applicable
No such cases in the Reporting Period.Ownership and control relations between the actual controller and the Company:
Indicate by tick mark whether the actual controller controls the Company via trust or other ways of asset management.
□ Applicable ?Not applicable
4. Number of Accumulative Pledged Shares held by the Company’s Controlling Shareholder or the LargestShareholder as well as Its Acting-in-Concert Parties Accounts for 80% of all shares of the Company heldby Them
□ Applicable ?Not applicable
5. Other 10% or Greater Corporate Shareholders
□ Applicable ?Not applicable
The State-owned Assets Supervision and Administration Commission of the People’s Government of Shenzhen MunicipalShenzhen Investment Holdings Co., Ltd.
Shenzhen Investment Holdings Co., Ltd.Shenzhen State-owned Equity Management Co., Ltd.
Shenzhen State-owned Equity Management Co., Ltd.Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
6. Limitations on Shareholding Decrease by the Company’s Controlling Shareholder, Actual Controller,Reorganizer and Other Commitment Makers
□ Applicable ?Not applicable
IV Specific Implementation of Share Repurchase during the Reporting Period
Progress on any share repurchase:
□ Applicable ?Not applicable
Progress on reducing the repurchased shares by means of centralized bidding:
□ Applicable ?Not applicable
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Part VIII Preference Shares
□ Applicable ?Not applicable
No preference shares in the Reporting Period.
Part IX Bonds
□ Applicable ?Not applicable
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Part X Financial Statements
I Auditor’s Report
Type of the audit opinion | Unmodified unqualified opinion |
Date of signing this report | 21 March 2025 |
Name of the audit institution | Pan-China Certified Public Accounts LLP |
Number of the audit report | PCCPAAR [2025] No. 7-47 |
Name of the certified public accountants | Wang Huansen, and Cai Xiaodong |
Text of the Auditor’s Report
Auditor’s Report
To the Shareholders of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co.,Ltd.:
I. Audit OpinionWe have audited the financial statements of Shenzhen Special Economic Zone Real Estate &Properties (Group) Co., Ltd.(the “Company”), which comprise the consolidated and parentcompany balance sheets as at December 31, 2024, the consolidated and parent company incomestatements, consolidated and parent company cash flow statements, and consolidated and parentcompany statements of changes in equity for the year then ended, as well as notes to financialstatements.In our opinion, the accompanying financial statements present fairly, in all material respects, thefinancial position of the Company as at December 31, 2024, and its financial performance and itscash flows for the year then ended in accordance with China Accounting Standards for BusinessEnterprises.II. Basis for Audit OpinionWe conducted our audit in accordance with China Standards on Auditing. Our responsibilities underthose standards are further described in the Certified Public Accountant’s Responsibilities for theAudit of the Financial Statementssection of our report. We are independent of the Company inaccordance with the China Code of Ethics for Certified Public Accountants, and we have fulfilledother ethical responsibilities. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
III. Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of most significance inour audit of the financial statements of the current period. These matters were addressed in thecontext of our audit of the financial statements as a whole, and in forming our opinion thereon, andwe do not express a separate opinion on these matters.(I) Revenue recognition
1. Key audit matters
Please refer to section III (XXV) and V (II) 1 of notes to the financial statements for details.The Company is mainly engaged in real estate sales, engineering construction, and property leasingbusiness. In 2024, the operating revenue amounted to 407,022,191.44 yuan, of which,162,523,053.49 yuan was from the real estate sales,accounting for 39.93%, and 160,327,744.72yuan was from engineering construction, accounting for 39.39%.As operating revenue is one of the key performance indicators of the Company, there might beinherent risks that the Company’s management (the “Management”) adopts inappropriate revenuerecognition to achieve specific goals or expectations, and revenue recognition involves significantjudgment of the Management, we have identified revenue recognition as a key audit matter.
2. Responsive audit procedures
Our main audit procedures for revenue recognition are as follows:
(1) We obtained understandings of key internal controls related to revenue recognition, assessed thedesign of these controls, determined whether they had been executed, and tested the effectiveness ofthe operation;
(2) We checked main House sales contract and lease contracts, and assessed whether the revenuerecognition method was appropriate;
(3) We performed analysis procedure on operating revenue and gross margin by month, businesstype, etc., so as to identify whether there are significant or abnormal fluctuations and find out thereason;
(4) We checked supporting documents related to selected items, including House sales contract,housing delivery notices, lease contracts, sales invoices, etc.
(5) We selected items to check the documents includingcost budget, purchase contracts, subcontractagreements, etc. which were taken as the basis for estimating total cost, so as totestwhether theperformance progress and the revenue recognized based on performance progress were
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
accuratelymeasured by the Management, and evaluated the reasonableness of the performanceprogress determined by the Management in combination with documents including supervisionreports, progress confirmation sheets, customer statements, as well as the on-site observation oninventory counting;
(6) We performed confirmation procedures on sales amount of selected items in combination withconfirmation procedure of accounts receivable and contract assets;
(7) We performed cut-off tests to check whether the revenue was recognized in the appropriateperiod; and
(8) We checked whether information related to operating revenue had been presented appropriatelyin the financial statements.(II) Net realizable value of inventories
1. Key audit matters
Please refer to section III (XIII) and V (I) 7 of notes to the financial statements for details.As of December 31, 2024, the book balance of inventories amounted to 4,403,473,942.54 yuan,with provision for inventory write-down of 766,633,713.20 yuan, and the carrying amountamounted to 3,636,840,229.34 yuan.Inventories are measured at the lower of cost and net realizable value. The net realizable value isdetermined by the Management based on the amount of the estimated selling price less the cost tobe incurred upon completion, estimated selling expenses and relevant taxes and surcharges.As theamount of inventories is significant and determination of net realizable value involves significantjudgment of the Management, we have identified net realizable value of inventories as a key auditmatter.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
2. Responsive audit procedures
Our main audit procedures for net realizable value of inventories are as follows:
(1) We obtained understandings of key internal controls related to net realizable value of inventories,assessed the design of these controls, determined whether they had been executed, and tested theeffectiveness of the operation;
(2) We reviewed the outcome of the Management’s previous estimates on the net realizable value ortheir subsequent re-estimations;
(3) We selected items to assess the reasonableness of the estimated selling price, and reviewedwhether the estimated selling price was consistent with sales contract price, market selling price,historical data, etc.;
(4) We assessed the reasonableness of estimation on cost to be incurred upon completion, sellingexpenses and relevant taxes and surcharges made by the Management;
(5) We tested whether the calculation of net realizable value of inventories made by theManagement was accurate;
(6) We identified whether there existed situations such as projects with slow development or salesprogress, in combination with observation on inventory counting, and assessed the reasonablenessof estimations on net realizable value of inventories made by the Management; and
(7) We checked whether information related to net realizable value of inventories had beenpresented appropriately in the financial statements.IV. Other InformationThe Management is responsible for the other information. The other information comprises theinformation included in the Company’s annual report, but does not include the financial statementsand our auditor’s report thereon.Our opinion on the financial statements does not cover the other information and we do not expressany form of assurance conclusion thereon.In connection with our audit of the financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent withthe financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.If, based on the work we have performed, we conclude that there is a material misstatement of the
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
other information, we are required to report that fact. We have nothing to report in this regard.V. Responsibilities of the Management and Those Charged with Governance for the FinancialStatementsThe Management is responsible for preparing and presenting fairly the financial statements inaccordance with China Accounting Standards for Business Enterprises, as well as designing,implementing and maintaining internal control relevant to the preparation of financial statementsthat are free from material misstatement, whether due to fraud or error.In preparing the financial statements, the Management is responsible for assessing the Company’sability to continue as a going concern, disclosing, as applicable, matters related to going concernand using the going concern basis of accounting unless the Management either intends to liquidatethe Company or to cease operations, or has no realistic alternative but to do so.Those charged with governance are responsible for overseeing the Company’s financial reportingprocess.VI. Certified Public Accountant’s Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the financial statements as a wholeare free from material misstatement, whether due to fraud or error, and to issue an auditor’s reportthat includes our opinion. Reasonable assurance is a high level of assurance, but is not a guaranteethat an audit conducted in accordance with China Standardson Auditing will always detect amaterial misstatement when it exists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis of these financial statements.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
We exercise professional judgment and maintain professional skepticism throughout the auditperformed in accordance with China Standards on Auditing. We also:
(I) Identify and assess the risks of material misstatement of the financial statements, whether due tofraud or error, design and perform audit procedures responsive to those risks, and obtain auditevidence that is sufficient and appropriate to provide a basis for our opinion. The risk of notdetecting a material misstatement resulting from fraud ishigher than for one resulting from error, asfraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control.(II) Obtain an understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances.(III) Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by the Management.(IV) Conclude on the appropriateness of the Management’s use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertainty exists relatedto events or conditions that may cast significant doubt on the Company’s ability to continue as agoing concern.If we conclude that a material uncertainty exists, we are required to draw attention inour auditor’s report to the related disclosures in the financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up tothe date of our auditor’s report. However, future events or conditions may cause the Company tocease to continue as a going concern.(V) Evaluate the overall presentation, structure and content of the financial statements, and whetherthe financial statements represent the underlying transactions and events in a manner that achievesfair presentation.(VI) Obtain sufficient and appropriate audit evidence regarding the financial information of theentities or business activities within the Company to express an opinion on the financial statements.We are responsible for the direction, supervision and performance of the group audit. We remainsole responsibility for our audit opinion.
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
We communicate with those charged with governance regarding the planned audit scope, timeschedule and significant audit findings, including any deficiencies in internal control of concern thatwe identify during our audit.We also provide those charged with governance with a statement that we have complied withrelevant ethical requirements regarding independence, and to communicate with them allrelationships and other matters that may reasonably be thought to bear on our independence, andwhere applicable, related safeguards.From the matters communicated with those charged with governance, we determine those mattersthat were of most significance in the audit of the financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditor’s report unless law orregulation precludes public disclosure about the matter or when, in extremely rare circumstances,we determine that a matter should not be communicated in our report because the adverseconsequences of doing so wouldreasonably be expected to outweigh the public interest benefits ofsuch communication.
Pan-China Certified Public Accountants LLP Chinese Certified Public Accountant:王焕森
(Engagement Partner)Hangzhou · China Chinese Certified Public Accountant:蔡晓东
Date of Report:March 21, 2025
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.Consolidated balance sheet as at December 31, 2024(Expressed in Renminbi Yuan)
Assets | Note No. | Closing balance | December 31, 2023 |
Current assets:
Current assets: | |||
Cash and bank balances | 1 | 529,242,725.36 | 871,019,268.83 |
Settlement funds | |||
Loans to other banks | |||
Held-for-trading financial assets | 2 | 987,801,938.51 | 879,340,201.92 |
Derivative financial assets | |||
Notes receivable | 3 | 100,000.00 | |
Accounts receivable | 4 | 56,672,795.52 | 75,100,970.83 |
Receivables financing | |||
Advances paid | 5 | 1,201,106.21 | 409,192.07 |
Premiums receivable | |||
Reinsurance accounts receivable | |||
Reinsurance reserve receivable | |||
Other receivables | 6 | 7,438,040.83 | 15,893,736.28 |
Financial assets under reverse repo | |||
Inventories | 7 | 3,636,840,229.34 | 3,915,215,921.96 |
Contract assets | 8 | 30,888,723.09 | 27,352,596.92 |
Assets held for sale | |||
Non-current assets due within one year | |||
Other current assets | 9 | 154,192,023.86 | 87,175,263.06 |
Total current assets | 5,871,507,151.87 | 5,871,507,151.87 | |
Non-current assets: | |||
Loans and advances | |||
Debt investments | |||
Other debt investments | |||
Long-term receivables | |||
Long-term equity investments | 10 | ||
Other equity instrument investments | 11 | 14,697,341.18 | 14,324,411.35 |
Other non-current financial assets | |||
Investment property | 12 | 515,925,116.54 | 541,542,136.17 |
Fixed assets | 13 | 17,489,207.57 | 19,928,049.77 |
Construction in progress | |||
Productive biological assets | |||
Oil & gas assets | |||
Right-of-use assets | 14 | 99,641.48 | |
Intangible assets | 15 | ||
Development expenditures | |||
Goodwill | |||
Long-term prepayments | 16 | 1,719,911.72 | 1,598,305.56 |
Deferred tax assets | 17 | 33,571,496.94 | 36,312,811.26 |
Other non-current assets | |||
Total non-current assets | 583,403,073.95 | 613,805,355.59 | |
Total assets | 5,987,780,656.67 | 6,485,312,507.46 |
Legal representative:唐小平 Officer in charge of accounting:汪健飞 Head of accounting department:周宏普
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.Consolidated balance sheet as at December 31, 2024 (continued)(Expressed in Renminbi Yuan)
Liabilities & Equity | Note No. | Closing balance | December 31, 2023 |
Current liabilities: |
Short-term borrowings
Short-term borrowings | 19 | 1,563,000.00 | 3,550,000.00 |
Central bank loans | |||
Loans from other banks | |||
Held-for-trading financial liabilities | |||
Derivative financial liabilities | |||
Notes payable | |||
Accounts payable | 20 | 464,488,982.30 | 443,259,768.78 |
Advances received | 21 | 1,398,988.78 | 420,724.30 |
Contract liabilities
Contract liabilities | 22 | 1,298,146,232.35 | 1,291,448,591.28 |
Financial liabilities under repo | |||
Absorbing deposit and interbank deposit | |||
Deposits for agency security transaction | |||
Deposits for agency security underwriting | |||
Employee benefits payable | 23 | 22,499,368.29 | 22,247,017.36 |
Taxes and rates payable | 24 | 27,554,810.01 | 40,908,986.48 |
Other payables | 25 | 561,016,653.17 | 554,469,229.59 |
Handling fees and commissions payable
Handling fees and commissions payable | |||
Reinsurance accounts payable | |||
Liabilities held for sale | |||
Non-current liabilities due within one year | 26 | 33,888,347.83 | 34,056,347.93 |
Other current liabilities | 27 | 118,304,068.47 | 136,364,529.76 |
Total current liabilities | 2,528,860,451.20 | 2,526,725,195.48 | |
Non-current liabilities: | |||
Insurance policy reserve |
Long-term borrowings
Long-term borrowings | 28 | 62,273,677.82 | 179,431,851.02 |
Bonds payable | |||
Including: Preferred shares | |||
Perpetual bonds | |||
Lease liabilities | 29 | ||
Long-term payables | |||
Long-term employee benefits payable | |||
Provisions |
Deferred income
Deferred income | |||
Deferred tax liabilities | 17 | 1,259,459.98 | 3,012,566.54 |
Other non-current liabilities | |||
Total non-current liabilities | 63,533,137.80 | 182,444,417.56 | |
Total liabilities | 2,592,393,589.00 | 2,709,169,613.04 | |
Equity: | |||
Share capital | 30 | 1,011,660,000.00 | 1,011,660,000.00 |
Other equity instruments |
Including: Preferred shares
Including: Preferred shares | |||
Perpetual bonds | |||
Capital reserve | 31 | 978,244,910.11 | 978,244,910.11 |
Less: Treasury shares | |||
Other comprehensive income | 32 | 23,060,416.31 | 25,319,459.44 |
Special reserve | |||
Surplus reserve | 33 | 275,253,729.26 | 275,253,729.26 |
General risk reserve |
Undistributed profit
Undistributed profit | 34 | 1,223,893,437.74 | 1,400,604,385.39 |
Total equity attributable to the parent company | 3,512,112,493.42 | 3,691,082,484.20 | |
Non-controlling interest | -116,725,425.75 | 85,060,410.22 | |
Total equity | 3,395,387,067.67 | 3,776,142,894.42 |
Total liabilities & equity
Total liabilities & equity | 5,987,780,656.67 | 6,485,312,507.46 |
Legal representative:唐小平 Officer in charge of accounting:汪健飞 Head of accounting department:周宏普
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.Parent company balance sheet as at December 31, 2024(Expressed in Renminbi Yuan)
Assets | Note No. | Closing balance | December 31, 2023 |
Current assets: | |||
Cash and bank balances | 83,656,432.61 | 116,977,480.94 | |
Held-for-trading financial assets | 987,801,938.51 | 879,340,201.92 | |
Derivative financial assets | |||
Notes receivable | |||
Accounts receivable | 1 | 7,200,138.91 | 9,750,885.01 |
Receivables financing | |||
Advances paid | 200,000.00 | ||
Other receivables | 2 | 1,751,551,390.53 | 1,723,164,380.70 |
Inventories | 315,900.69 | 315,818.69 | |
Contract assets | |||
Assets held for sale | |||
Non-current assets due within one year | |||
Other current assets | 1,037,878.95 | 810,142.59 | |
Total current assets | 2,831,563,680.20 | 2,730,558,909.85 | |
Non-current assets: | |||
Debt investments | |||
Other debt investments | |||
Long-term receivables | |||
Long-term equity investments | 3 | 1,160,766,664.14 | 1,323,365,748.39 |
Other equity instrument investments | 14,697,341.18 | 14,324,411.35 | |
Other non-current financial assets | |||
Investment property | 409,742,121.37 | 433,172,839.90 | |
Fixed assets | 10,736,433.64 | 12,683,997.76 | |
Construction in progress | |||
Productive biological assets | |||
Oil & gas assets | |||
Right-of-use assets | |||
Intangible assets | |||
Development expenditures | |||
Goodwill | |||
Long-term prepayments | 770,175.82 | 1,170,295.66 | |
Deferred tax assets | 469,690.21 | 792,735.07 | |
Other non-current assets | |||
Total non-current assets | 1,597,182,426.36 | 1,785,510,028.13 | |
Total assets | 4,428,746,106.56 | 4,516,068,937.98 |
Legal representative:唐小平 Officer in charge of accounting:汪健飞 Head of accounting department:周宏普
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.Parent company balance sheet as at December 31, 2024 (continued)
(Expressed in Renminbi Yuan)
Liabilities & Equity | Note No. | Closing balance | December 31, 2023 |
Current liabilities: | |||
Short-term borrowings | |||
Held-for-trading financial liabilities | |||
Derivative financial liabilities | |||
Notes payable | |||
Accounts payable | 13,684,223.19 | 17,535,100.83 | |
Advances received | |||
Contract liabilities | 95,842.85 | 88,985.71 | |
Employee benefits payable | 15,935,363.87 | 13,431,614.17 | |
Taxes and rates payable | 12,314,051.54 | 28,060,321.09 | |
Other payables | 854,613,311.67 | 759,312,118.85 | |
Liabilities held for sale | |||
Non-current liabilities due within one year | 374,768.60 | 375,269.30 | |
Other current liabilities | 4,792.15 | 4,449.29 | |
Total current liabilities | 897,022,353.87 | 818,807,859.24 | |
Non-current liabilities: | |||
Long-term borrowings | 62,273,677.82 | 62,398,851.02 | |
Bonds payable | |||
Including: Preferred shares | |||
Perpetual bonds | |||
Lease liabilities | |||
Long-term payables | |||
Long-term employee benefits payable | |||
Provisions | |||
Deferred income | |||
Deferred tax liabilities | 1,259,459.98 | 3,012,566.54 | |
Other non-current liabilities | |||
Total non-current liabilities | 63,533,137.80 | 65,411,417.56 | |
Total liabilities | 960,555,491.67 | 884,219,276.80 | |
Equity: | |||
Share capital | 1,011,660,000.00 | 1,011,660,000.00 | |
Other equity instruments | |||
Including: Preferred shares | |||
Perpetual bonds | |||
Capital reserve | 964,711,931.13 | 964,711,931.13 | |
Less: Treasury shares | |||
Other comprehensive income | 2,023,005.89 | 1,743,308.51 | |
Special reserve | |||
Surplus reserve | 252,124,115.85 | 252,124,115.85 | |
Undistributed profit | 1,237,671,562.02 | 1,401,610,305.69 | |
Total equity | 3,468,190,614.89 | 3,631,849,661.18 | |
Total liabilities & equity | 4,428,746,106.56 | 4,516,068,937.98 |
Legal representative:唐小平 Officer in charge of accounting:汪健飞 Head of accounting department:周宏普
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.Consolidated income statement for the year ended December 31, 2024(Expressed in Renminbi Yuan)
Items | Note No. | Current period cumulative | Preceding period comparative |
I. Total operating revenue | 407,022,191.44 | 530,887,720.68 | |
Including: Operating revenue | 1 | 407,022,191.44 | 530,887,720.68 |
Interest income | |||
Premiums earned | |||
Revenue from handling fees and commissions | |||
II. Total operating cost | 426,847,390.83 | 588,334,716.73 | |
Including: Operating cost | 1 | 332,325,650.30 | 444,797,642.10 |
Interest expenses | |||
Handling fees and commissions | |||
Surrender value | |||
Net payment of insurance claims | |||
Net provision of insurance policy reserve | |||
Premium bonus expenditures | |||
Reinsurance expenses | |||
Taxes and surcharges | 2 | 16,741,282.71 | 70,999,932.36 |
Selling expenses | 3 | 13,164,672.93 | 21,803,202.14 |
Administrative expenses | 4 | 70,118,532.01 | 55,965,931.72 |
R&D expenses | |||
Financial expenses | 5 | -5,502,747.12 | -5,231,991.59 |
Including: Interest expenses | 2,586,822.94 | 1,258,720.92 | |
Interest income | 7,998,718.28 | 4,804,313.09 | |
Add: Other income | 6 | 842,206.39 | 567,272.39 |
Investment income (or less: losses) | 7 | 1,346,463.59 | 10,546,418.38 |
Including: Investment income from associates and joint ventures | -93,927.64 | ||
Gains from derecognition of financial assets at amortized cost | |||
Gains on foreign exchange (or less: losses) | |||
Gains on net exposure to hedging risk (or less: losses) | |||
Gains on changes in fair value (or less: losses) | 8 | 18,461,736.59 | 7,824,348.71 |
Credit impairment loss | 9 | -8,953,080.52 | 579,514.02 |
Assets impairment loss | 10 | -375,188,159.83 | -392,577,463.42 |
Gains on asset disposal (or less: losses) | 11 | 195,840.20 | -1,000.00 |
III. Operating profit (or less: losses) | -383,120,192.97 | -430,507,905.97 | |
Add: Non-operating revenue | 12 | 2,414,677.03 | 386,425.53 |
Less: Non-operating expenditures | 13 | 267,987.97 | 530,564.09 |
IV. Profit before tax (or less: total loss) | -380,973,503.91 | -430,652,044.53 | |
Less: Income tax expenses | 14 | -3,377,545.61 | 17,012,113.07 |
V. Net profit (or less: net loss) | -377,595,958.30 | -447,664,157.60 | |
(I) Categorized by the continuity of operations | |||
1. Net profit from continuing operations (or less: net loss) | -377,595,958.30 | -447,664,157.60 | |
2. Net profit from discontinued operations (or less: net loss) | |||
(II) Categorized bythe portion of equity ownership | |||
1. Net profit attributable to owners of parent company (or less: net loss) | -176,710,947.65 | -250,839,542.09 | |
2. Net profit attributable to non-controlling shareholders (or less: net loss) | -200,885,010.65 | -196,824,615.51 | |
VI. Other comprehensive income after tax | -3,159,868.45 | -1,023,465.65 | |
Items attributable to the owners of the parent company | -2,259,043.13 | -607,261.41 | |
(I) Not to be reclassified subsequently to profit or loss | 279,697.38 | 780,086.07 | |
1. Remeasurements of the net defined benefit plan | |||
2. Items under equity method that will not be reclassified to profit or loss | |||
3. Changes in fair value of other equity instrument investments | 279,697.38 | 780,086.07 | |
4. Changes in fair value of own credit risk | |||
5. Others | |||
(II) To be reclassified subsequently to profit or loss | -2,538,740.51 | -1,387,347.48 | |
1. Items under equity method that may be reclassified to profit or loss | |||
2. Changes in fair value of other debt investments | |||
3. Profit or loss from reclassification of financial assets into other comprehensive income | |||
4. Provision for credit impairment of other debt investments | |||
5. Cash flow hedging reserve | |||
6. Translation reserve | -2,538,740.51 | -1,387,347.48 | |
7. Others | |||
Items attributable to non-controlling shareholders | -900,825.32 | -416,204.24 | |
VII. Total comprehensive income | -380,755,826.75 | -448,687,623.25 | |
Items attributable to the owners of the parent company | -178,969,990.78 | -251,446,803.50 | |
Items attributable to non-controlling shareholders | -201,785,835.97 | -197,240,819.75 | |
VIII. Earnings per share (EPS): | |||
(I) Basic EPS (yuan per share) | -0.17 | -0.2479 | |
(II) Diluted EPS (yuan per share) | -0.19 | -0.2479 |
Legal representative:唐小平 Officer in charge of accounting:汪健飞 Head of accounting department:周宏普
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.Parent company income statement for the year ended December 31, 2024
(Expressed in Renminbi Yuan)
Items | Note No. | Current period cumulative | Preceding period comparative |
I. Operating revenue | 1 | 66,748,188.58 | 80,149,443.14 |
Less: Operating cost
Less: Operating cost | 1 | 35,527,944.94 | 33,500,490.21 |
Taxes and surcharges | 10,897,850.09 | 10,031,959.33 | |
Selling expenses | 2,662,206.55 | 1,232,057.79 | |
Administrative expenses | 46,350,929.47 | 32,052,637.87 | |
R&D expenses | |||
Financial expenses | -38,414.46 | -31,995,210.76 | |
Including: Interest expenses | 1,258,720.92 | 1,258,720.92 | |
Interest income | 1,621,311.93 | 29,254,205.70 |
Add: Other income
Add: Other income | 810,791.58 | 417,143.48 | |
Investment income (or less: losses) | 2 | 1,346,463.59 | 9,434,264.74 |
Including: Investment income from associates and joint ventures | -93,927.64 | ||
Gains from derecognition of financial assets at amortized cost | |||
Gains on net exposure to hedging risk (or less: losses) | |||
Gains on changes in fair value (or less: losses) | 18,461,736.59 | 7,824,348.71 | |
Credit impairment loss | -208,718.92 | -19,236,221.85 | |
Assets impairment loss | -162,599,084.25 | -258,815,813.46 |
Gains on asset disposal (or less: losses)
Gains on asset disposal (or less: losses) | 224,495.95 | ||
II. Operating profit (or less: losses) | -170,616,643.47 | -225,048,769.68 | |
Add: Non-operating revenue | 4.56 | 355,127.30 | |
Less: Non-operating expenditures | 31,796.55 | 52,058.53 | |
III. Profit before tax (or less: total loss) | -170,648,435.46 | -224,745,700.91 | |
Less: Income tax expenses | -6,709,691.79 | 4,443,566.20 | |
IV. Net profit (or less: net loss) | -163,938,743.67 | -229,189,267.11 | |
(I) Net profit from continuing operations (or less: net loss) | -163,938,743.67 | -229,189,267.11 |
(II) Net profit from discontinued operations (or less: net loss)
(II) Net profit from discontinued operations (or less: net loss) | |||
V. Other comprehensive income after tax | 279,697.38 | 363,881.83 | |
(I) Not to be reclassified subsequently to profit or loss | 279,697.38 | 363,881.83 | |
1. Remeasurements of the net defined benefit plan | |||
2. Items under equity method that will not be reclassified to profit or loss | |||
3. Changes in fair value of other equity instrument investments | 279,697.38 | 363,881.83 |
4. Changes in fair value of own credit risk
4. Changes in fair value of own credit risk | |||
5. Others | |||
(II) To be reclassified subsequently to profit or loss | |||
1. Items under equity method that may be reclassified to profit or loss | |||
2. Changes in fair value of other debt investments | |||
3. Profit or loss from reclassification of financial assets into other comprehensive income | |||
4. Provision for credit impairment of other debt investments | |||
5. Cash flow hedging reserve |
6. Translation reserve
6. Translation reserve | |||
7. Others | |||
VI. Total comprehensive income | -163,659,046.29 | -228,825,385.28 | |
VII. Earnings per share (EPS): | |||
(I) Basic EPS (yuan per share) | |||
(II) Diluted EPS (yuan per share) |
Legal representative:唐小平 Officer in charge of accounting:汪健飞 Head of accounting department:周宏普
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.Consolidated cash flow statement for the year ended December 31, 2024(Expressed in Renminbi Yuan)
Items | Note No. | Current period cumulative | Preceding period comparative |
I. Cash flows from operating activities:
I. Cash flows from operating activities: | |||
Cash receipts from sale of goods or rendering of services | 448,831,107.10 | 1,893,492,865.50 | |
Net increase of client deposit and interbank deposit | |||
Net increase of central bank loans | |||
Net increase of loans from other financial institutions | |||
Cash receipts from original insurance contract premium | |||
Net cash receipts from reinsurance |
Net increase of policy-holder deposit and investment
Net increase of policy-holder deposit and investment | |||
Cash receipts from interest, handling fees and commissions | |||
Net increase of loans from others | |||
Net increase of repurchase | |||
Net cash receipts from agency security transaction | |||
Receipts of tax refund | 10,402,585.93 | 1,186,861.59 |
Other cash receipts related to operating activities
Other cash receipts related to operating activities | 2 (1) | 15,889,802.02 | 56,304,822.67 |
Subtotal of cash inflows from operating activities | 485,135,222.14 | 1,950,984,549.76 | |
Cash payments for goods purchased and services received | 340,363,467.93 | 491,021,430.05 | |
Net increase of loans and advances to clients | |||
Net increase of central bank deposit and interbank deposit | |||
Cash payments for insurance indemnities of original insurance contracts | |||
Net increase of loans to others | |||
Cash payments for interest, handling fees and commissions | |||
Cash payments for policy bonus |
Cash paid to and on behalf of employees
Cash paid to and on behalf of employees | 76,680,764.14 | 86,966,612.34 | |
Cash payments for taxes and rates | 133,539,738.45 | 250,127,861.30 | |
Other cash payments related to operating activities | 2 (2) | 51,943,474.32 | 77,831,397.88 |
Subtotal of cash outflows from operating activities | 612,539,171.93 | 905,947,301.57 | |
Net cash flows from operating activities | -127,403,949.79 | 1,045,037,248.19 | |
II. Cash flows from investing activities: | |||
Cash receipts from withdrawal of investments | |||
Cash receipts from investment income | 1 (1) | 777,600.00 | 699,091.79 |
Net cash receipts from the disposal of fixed assets, intangible assets and other long-term assets | 1 (2) | 519,930.21 | 29,475.62 |
Net cash receipts from the disposal of subsidiaries & other business units | 1 (3) | 568,863.59 | 1,644,822.69 |
Other cash receipts related to investing activities | 2 (3) | 136,800,000.00 | |
Subtotal of cash inflows from investing activities | 1,866,393.80 | 139,173,390.10 | |
Cash payments for the acquisition of fixed assets, intangible assets and other long-term assets | 1 (4) | 1,547,315.83 | 1,475,412.00 |
Cash payments for investments | |||
Net increase of pledged borrowings |
Net cash payments for the acquisition of subsidiaries & other business units
Net cash payments for the acquisition of subsidiaries & other business units | |||
Other cash payments related to investing activities | 2 (4) | 90,000,000.00 | 600,000,000.00 |
Subtotal of cash outflows from investing activities | 91,547,315.83 | 601,475,412.00 | |
Net cash flows from investing activities | -89,680,922.03 | -462,302,021.90 | |
III. Cash flows from financing activities: | |||
Cash receipts from absorbing investments | |||
Including: Cash received by subsidiaries from non-controlling shareholders as investments | |||
Cash receipts from borrowings | 1,563,000.00 | 169,486,610.82 |
Other cash receipts related to financing activities
Other cash receipts related to financing activities | |||
Subtotal of cash inflows from financing activities | 1,563,000.00 | 169,486,610.82 | |
Cash payments for the repayment of borrowings | 117,562,497.60 | 16,200,400.38 | |
Cash payments for distribution of dividends or profits and for interest expenses | 5,251,186.81 | 67,383,381.18 | |
Including: Cash paid by subsidiaries to non-controlling shareholders as dividend or profit | |||
Other cash payments related to financing activities | |||
Subtotal of cash outflows from financing activities | 122,813,684.41 | 83,583,781.56 |
Net cash flows from financing activities
Net cash flows from financing activities | -121,250,684.41 | 85,902,829.26 | |
IV. Effect of foreign exchange rate changes on cash and cash equivalents | 99,397.32 | 143,288.32 | |
V. Net increase in cash and cash equivalents | -338,236,158.91 | 668,781,343.87 | |
Add: Opening balance of cash and cash equivalents | 859,146,413.35 | 190,365,069.48 | |
VI. Closing balance of cash and cash equivalents | 520,910,254.44 | 859,146,413.35 |
Legal representative:唐小平 Officer in charge of accounting:汪健飞 Head of accounting department:周宏普
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.Parent company cash flow statement for the year ended December 31, 2024
(Expressed in Renminbi Yuan)
Items | Current period cumulative | Preceding period comparative |
I. Cash flows from operating activities:
I. Cash flows from operating activities: | ||
Cash receipts from sale of goods and rendering of services | 73,948,934.37 | 86,415,239.73 |
Receipts of tax refund | 78,381.82 | 1,143,272.60 |
Other cash receipts related to operating activities | 92,592,202.32 | 689,725,513.49 |
Subtotal of cash inflows from operating activities | 166,619,518.51 | 777,284,025.82 |
Cash payments for goods purchased and services received | 878,298.06 | 3,283,183.54 |
Cash paid to and on behalf of employees | 40,882,224.68 | 48,032,030.43 |
Cash payments for taxes and rates | 24,077,901.52 | 150,255,838.40 |
Other cash payments related to operating activities | 42,931,087.13 | 79,379,092.98 |
Subtotal of cash outflows from operating activities | 108,769,511.39 | 280,950,145.35 |
Net cash flows from operating activities | 57,850,007.12 | 496,333,880.47 |
II. Cash flows from investing activities: | ||
Cash receipts from withdrawal of investments | ||
Cash receipts from investment income | 1,346,463.59 | 12,516,011.35 |
Net cash receipts from the disposal of fixed assets, intangible assets and other long-term assets | ||
Net cash receipts from the disposal of subsidiaries & other business units | ||
Other cash receipts related to investing activities | 136,800,000.00 | |
Subtotal of cash inflows from investing activities | 1,346,463.59 | 149,316,011.35 |
Cash payments for the acquisition of fixed assets, intangible assets andother long-term assets
Cash payments for the acquisition of fixed assets, intangible assets and other long-term assets | 365,798.00 | 578,736.10 |
Cash payments for investments |
Net cash payments for the acquisition of subsidiaries & other business
units
Net cash payments for the acquisition of subsidiaries & other business units | ||
Other cash payments related to investing activities | 90,000,000.00 | 619,280,000.00 |
Subtotal of cash outflows from investing activities | 90,365,798.00 | 619,858,736.10 |
Net cash flows from investing activities | -89,019,334.41 | -470,542,724.75 |
III. Cash flows from financing activities: | ||
Cash receipts from absorbing investments | ||
Cash receipts from borrowings | 62,586,610.82 | |
Other cash receipts related to financing activities | ||
Subtotal of cash inflows from financing activities | 62,586,610.82 | |
Cash payments for the repayment of borrowings | 125,173.20 | 62,586.60 |
Cash payments for distribution of dividends or profits and for interest expenses | 2,026,547.84 | 62,138,698.60 |
Other cash payments related to financing activities | ||
Subtotal of cash outflows from financing activities | 2,151,721.04 | 62,201,285.20 |
Net cash flows from financing activities | -2,151,721.04 | 385,325.62 |
IV. Effect of foreign exchange rate changes on cash and cash equivalents | ||
V. Net increase in cash and cash equivalents | -33,321,048.33 | 26,176,481.34 |
Add: Opening balance of cash and cash equivalents | 116,977,480.94 | 90,800,999.60 |
VI. Closing balance of cash and cash equivalents | 83,656,432.61 | 116,977,480.94 |
Legal representative:唐小平 Officer in charge of accounting:汪健飞 Head of accounting department:周宏普
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.Consolidated statement of changes in equity for the year ended December 31, 2024(Expressed in Renminbi Yuan)
Items | Current period cumulative | ||||||||||||
Equity attributable to parent company | Non-controlling interest | Total equity | |||||||||||
Share capital | Other equity instruments | Capital reserve | Less: Treasury shares | Other comprehensive income | Special reserve | Surplus reserve | General risk reserve | Undistributed profit | |||||
Preferred shares | Perpetual bonds | Others |
I. Balance at the end of prior year
I. Balance at the end of prior year | 1,011,660,000.00 | 978,244,910.11 | 25,319,459.44 | 275,253,729.26 | 1,400,604,385.39 | 85,060,410.22 | 3,776,142,894.42 | ||||||
Add: Cumulative changes of accounting policies |
Error correction of prior period
Error correction of prior period |
Business combination under common control
Business combination under common control |
Others
Others |
II. Balance at the beginning of current year
II. Balance at the beginning of current year | 1,011,660,000.00 | 978,244,910.11 | 25,319,459.44 | 275,253,729.26 | 1,400,604,385.39 | 85,060,410.22 | 3,776,142,894.42 | ||||||
III. Current period increase (or less: decrease) | -2,259,043.13 | -176,710,947.65 | -201,785,835.97 | -380,755,826.75 |
(I) Total comprehensive income
(I) Total comprehensive income | -2,259,043.13 | -176,710,947.65 | -201,785,835.97 | -380,755,826.75 |
(II) Capital contributed or withdrawn by owners
(II) Capital contributed or withdrawn by owners |
1. Ordinary shares contributed by owners
1. Ordinary shares contributed by owners |
2. Capital contributed by holders of other equity
instruments
2. Capital contributed by holders of other equity instruments |
3. Amount of share-based payment included in
equity
3. Amount of share-based payment included in equity | |||||||||||||
4. Others |
(III) Profit distribution
(III) Profit distribution | -61,711,260.00 | -61,711,260.00 |
1. Appropriation of surplus reserve
1. Appropriation of surplus reserve |
2. Appropriation of general risk reserve
2. Appropriation of general risk reserve | |||||||||||||
3. Appropriation of profit to shareholders | -61,711,260.00 | -61,711,260.00 |
4. Others
4. Others |
(IV) Internal carry-over within equity
(IV) Internal carry-over within equity |
1. Transfer of capital reserve to capital
1. Transfer of capital reserve to capital |
2. Transfer of surplus reserve to capital
2. Transfer of surplus reserve to capital | |||||||||||||
3. Surplus reserve to cover losses |
4. Changes in defined benefit plan carried over
to retained earnings
4. Changes in defined benefit plan carried over to retained earnings |
5. Other comprehensive income carried over to
retained earnings
5. Other comprehensive income carried over to retained earnings |
6. Others
6. Others |
(V) Special reserve
(V) Special reserve |
1. Current period appropriation
1. Current period appropriation | |||||||||||||
2. Current period use |
(VI) Others
(VI) Others |
IV. Balance at the end of current period
IV. Balance at the end of current period | 1,011,660,000.00 | 978,244,910.11 | 23,060,416.31 | 275,253,729.26 | 1,223,893,437.74 | -116,725,425.75 | 3,395,387,067.67 |
Legal representative:唐小平 Officer in charge of accounting:汪健飞 Head of accounting department:周宏普
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.Consolidated statement of changes in equity for the year ended December 31, 2024 (continued)(Expressed in Renminbi Yuan)
Items | Preceding period comparative | ||||||||||||
Non-controlling interest | Total equity | ||||||||||||
Equity attributable to parent company | |||||||||||||
Share capital | Capital reserve | Less: Treasury shares | Other comprehensive income | Special reserve | Surplus reserve | General risk reserve | Undistributed profit | ||||||
Other equity instruments | |||||||||||||
Preferred shares | Perpetual bonds | Others |
I. Balance at the end of prior year
I. Balance at the end of prior year | 1,011,660,000.00 | 978,244,910.11 | 25,926,720.85 | 275,253,729.26 | 1,713,155,187.48 | 282,301,229.97 | 4,286,541,777.67 | ||||||
Add: Cumulative changes of accounting policies | |||||||||||||
Error correction of prior period | |||||||||||||
Business combination under common control |
Others
Others | |||||||||||||
II. Balance at the beginning of current year | 1,011,660,000.00 | 978,244,910.11 | 25,926,720.85 | 275,253,729.26 | 1,713,155,187.48 | 282,301,229.97 | 4,286,541,777.67 | ||||||
III. Current period increase (or less: decrease) | -607,261.41 | -312,550,802.09 | -197,240,819.75 | -510,398,883.25 | |||||||||
(I) Total comprehensive income | -607,261.41 | -250,839,542.09 | -197,240,819.75 | -448,687,623.25 |
(II) Capital contributed or withdrawn by owners
(II) Capital contributed or withdrawn by owners | |||||||||||||
1. Ordinary shares contributed by owners | |||||||||||||
2. Capital contributed by holders of other equity instruments |
3. Amount of share-based payment included in
equity
3. Amount of share-based payment included in equity | |||||||||||||
4. Others | |||||||||||||
(III) Profit distribution | -61,711,260.00 | -61,711,260.00 | |||||||||||
1. Appropriation of surplus reserve | |||||||||||||
2. Appropriation of general risk reserve |
3. Appropriation of profit to shareholders
3. Appropriation of profit to shareholders | -61,711,260.00 | -61,711,260.00 | |||||||||||
4. Others | |||||||||||||
(IV) Internal carry-over within equity | |||||||||||||
1. Transfer of capital reserve to capital |
2. Transfer of surplus reserve to capital
2. Transfer of surplus reserve to capital | |||||||||||||
3. Surplus reserve to cover losses | |||||||||||||
4. Changes in defined benefit plan carried over to retained earnings |
5. Other comprehensive income carried over to
retained earnings
5. Other comprehensive income carried over to retained earnings | |||||||||||||
6. Others | |||||||||||||
(V) Special reserve | |||||||||||||
1. Current period appropriation | |||||||||||||
2. Current period use |
(VI) Others
(VI) Others | |||||||||||||
IV. Balance at the end of current period | 1,011,660,000.00 | 978,244,910.11 | 25,319,459.44 | 275,253,729.26 | 1,400,604,385.39 | 85,060,410.22 | 3,776,142,894.42 |
Legal representative:唐小平 Officer in charge of accounting:汪健飞 Head of accounting department:周宏普
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.Parent company statement of changes in equity for the year ended December 31, 2024
(Expressed in Renminbi Yuan)
Items | Current period cumulative | ||||||||||
Share capital | Other equity instruments | Capital reserve | Less: Treasury shares | Other comprehensive income | Special reserve | Surplus reserve | Undistributed profit | Total equity | |||
Preferred shares | Perpetual bonds | Others |
I. Balance at the end of prior year
I. Balance at the end of prior year | 1,011,660,000.00 | 964,711,931.13 | 1,743,308.51 | 252,124,115.85 | 1,401,610,305.69 | 3,631,849,661.18 | |||||
Add: Cumulative changes of accounting policies | |||||||||||
Error correction of prior period |
Others
Others | |||||||||||
II. Balance at the beginning of current year | 1,011,660,000.00 | 964,711,931.13 | 1,743,308.51 | 252,124,115.85 | 1,401,610,305.69 | 3,631,849,661.18 |
III. Current period increase (or less: decrease)
III. Current period increase (or less: decrease) | 279,697.38 | -163,938,743.67 | -163,659,046.29 | ||||||||
(I) Total comprehensive income | 279,697.38 | -163,938,743.67 | -163,659,046.29 | ||||||||
(II) Capital contributed or withdrawn by owners |
1. Ordinary shares contributed by owners
1. Ordinary shares contributed by owners | |||||||||||
2. Capital contributed by holders of other equity instruments | |||||||||||
3. Amount of share-based payment included in equity |
4. Others
4. Others | |||||||||||
(III) Profit distribution |
1. Appropriation of surplus reserve
1. Appropriation of surplus reserve | |||||||||||
2. Appropriation of profit to shareholders |
3. Others
3. Others | |||||||||||
(IV) Internal carry-over within equity | |||||||||||
1. Transfer of capital reserve to capital |
2. Transfer of surplus reserve to capital
2. Transfer of surplus reserve to capital | |||||||||||
3. Surplus reserve to cover losses |
4. Changes in defined benefit plan carried over to
retained earnings
4. Changes in defined benefit plan carried over to retained earnings | |||||||||||
5. Other comprehensive income carried over to retained earnings | |||||||||||
6. Others |
(V) Special reserve
(V) Special reserve | |||||||||||
1. Current period appropriation | |||||||||||
2. Current period use |
(VI) Others
(VI) Others | |||||||||||
IV. Balance at the end of current period | 1,011,660,000.00 | 964,711,931.13 | 2,023,005.89 | 252,124,115.85 | 1,237,671,562.02 | 3,468,190,614.89 |
Legal representative:唐小平 Officer in charge of accounting:汪健飞 Head of accounting department:周宏普
ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. Annual Report 2024
Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.Parent company statement of changes in equity for the year ended December 31, 2024 (continued)(Expressed in Renminbi Yuan)
Items | Preceding period comparative | ||||||||||
Share capital | Other equity instruments | Capital reserve | Less: Treasury shares | Other comprehensive income | Special reserve | Surplus reserve | Undistributed profit | Total equity | |||
Preferred shares | Perpetual bonds | Others |
I. Balance at the end of prior year
I. Balance at the end of prior year | 1,011,660,000.00 | 964,711,931.13 | 1,379,426.68 | 252,124,115.85 | 1,692,510,832.80 | 3,922,386,306.46 | |||||
Add: Cumulative changes of accounting policies | |||||||||||
Error correction of prior period |
Others
Others | |||||||||||
II. Balance at the beginning of current year | 1,011,660,000.00 | 964,711,931.13 | 1,379,426.68 | 252,124,115.85 | 1,692,510,832.80 | 3,922,386,306.46 |
III. Current period increase (or less: decrease)
III. Current period increase (or less: decrease) | 363,881.83 | -290,900,527.11 | -290,536,645.28 | ||||||||
(I) Total comprehensive income | 363,881.83 | -229,189,267.11 | -228,825,385.28 | ||||||||
(II) Capital contributed or withdrawn by owners |
1. Ordinary shares contributed by owners
1. Ordinary shares contributed by owners | |||||||||||
2. Capital contributed by holders of other equity instruments | |||||||||||
3. Amount of share-based payment included in equity |
4. Others
4. Others | |||||||||||
(III) Profit distribution | -61,711,260.00 | -61,711,260.00 | -61,711,260.00 |
1. Appropriation of surplus reserve
1. Appropriation of surplus reserve | |||||||||||
2. Appropriation of profit to shareholders | -61,711,260.00 | -61,711,260.00 | -61,711,260.00 |
3. Others
3. Others | |||||||||||
(IV) Internal carry-over within equity | |||||||||||
1. Transfer of capital reserve to capital |
2. Transfer of surplus reserve to capital
2. Transfer of surplus reserve to capital | |||||||||||
3. Surplus reserve to cover losses |
4. Changes in defined benefit plan carried over to
retained earnings
4. Changes in defined benefit plan carried over to retained earnings | |||||||||||
5. Other comprehensive income carried over to retained earnings | |||||||||||
6. Others |
(V) Special reserve
(V) Special reserve | |||||||||||
1. Current period appropriation | |||||||||||
2. Current period use |
(VI) Others
(VI) Others | |||||||||||
IV. Balance at the end of current period | 1,011,660,000.00 | 964,711,931.13 | 1,743,308.51 | 252,124,115.85 | 1,401,610,305.69 | 3,631,849,661.18 |
Legal representative:唐小平 Officer in charge of accounting:汪健飞 Head of accounting department:周宏普
Shenzhen Special Economic ZoneReal Estate & Properties (Group) Co., Ltd.
Notes to Financial StatementsFor the year ended December 31, 2024
Monetary unit: RMB Yuan
I. Company profileShenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. (the "Company")was established under the approval of General Office of the Shenzhen Municipal People’sGovernment, and was reorganized into a limited liability company by shares on the basis of theformer Shenzhen Special Economic Zone Real Estate and Properties Corporation. The Companywas registered at Shenzhen Administration for Industry and Commerce in July 1993 andheadquartered in Shenzhen City, Guangdong Province. The Company currently holds a businesslicense with unified social credit code of 91440300192179585N, with registered capital of1,011,660,000.00 yuan, total share of 1,011,660,000 shares (each with par value of one yuan), ofwhich, 891,660,000 shares and 120,000,000 shares are unrestricted outstanding A shares and Bshares, respectively. The Company’s shares were listed on the Shenzhen Stock Exchangerespectively on September 15, 1993 and January 10, 1994.The Company belongs to the real estate industry and is mainly engaged in real estate developmentand commercial housingsales, property leasing and management, commodity retail and trade,hotel business, equipment installation and maintenance, construction, interior decoration, etc.The financial statements were approved and authorized for issue by the eighth meeting of theeighth session of the Board of Directors dated March 21, 2024.
II. Preparation basis of the financial statements(I) Preparation basisThe financial statements have been prepared on the basis of going concern.(II) Assessment of the ability to continue as a going concernThe Company has no events or conditions that may cast significant doubts upon the Company’sability to continue as a going concern within the 12 months after the balance sheet date.
III. Significant accounting policies and estimatesImportant note: The Company has set up accounting policies and estimates on transactions orevents such as impairment of financial instruments, inventories, depreciation of fixed assets,construction in progress, intangible assets, revenue recognition, etc., based on the Company’s
actual production and operation features.(I) Statement of complianceThe financial statements have been prepared in accordance with the requirements of ChinaAccounting Standards for Business Enterprises (CASBEs), and present truly and completely thefinancial position, financial performance and cash flows of the Company.(II) Accounting periodThe accounting year of the Company runs from January 1 to December 31 under the Gregoriancalendar.(III) Operating cycleThe Company has a relatively short operating cycle for its business, an asset or a liability isclassified as current if it is expected to be realized or due within 12 months. The operating cyclefor real estate industry starts from the development of property and ends at sales, which normallyextends over 12 months and is subject to specific projects, therefore, an asset or a liability isclassified as current if it is expected to be realized or due within such operating cycle.(IV) Functional currencyThe functional currency of the Company and its subsidiaries in Hong Kong SAR is Renminbi(RMB) Yuan, while the functional currency of subsidiary Great Wall Estate Company, Inc.engaged in overseas operationsis the currency of the primary economic environment in which theyoperate. The currency used by the Company in the preparation of thefinancial statements is RMByuan.(V) Determination method and basis for selection of materialityThe Company prepares and discloses financial statements in compliance with the principle ofmateriality. The items disclosed in notes to the financial statements involving materialityjudgements, determination method and basis for selection of materiality are as follows:
Disclosed items involving materiality judgements | Determination method and basis for selection of materiality |
Recovery or reversal of bad debt provisions for important accounts receivable | Single item amount exceeds 0.5% of total assets |
Important write-off of accounts receivable | Single item amount exceeds 0.5% of total assets |
Accounts receivable with a significant single provision for bad debt reserves | Single item amount exceeds 0.5% of total assets |
Collection or reversal of important bad debt provisions for accounts receivable | Single item amount exceeds 0.5% of total assets |
Important write off of accounts receivable | Single item amount exceeds 0.5% of total assets |
Financing of accounts receivable with significant single provision for impairment | Single item amount exceeds 0.5% of total assets |
Recovery or reversal of significant impairment provisions for accounts receivable financing | Single item amount exceeds 0.5% of total assets |
Important write off of accounts receivable financing
Important write off of accounts receivable financing | Single item amount exceeds 0.5% of total assets |
Other receivables with significant single provision for bad debt reserves | Single item amount exceeds 0.5% of total assets |
Recovery or reversal of bad debt provisions for important other receivables | Single item amount exceeds 0.5% of total assets |
Important write off of other receivables | Single item amount exceeds 0.5% of total assets |
Important overdue interest receivable | Single item amount exceeds 0.5% of total assets |
Important dividends receivable with an aging of over 1 year | Single item amount exceeds 0.5% of total assets |
Contract assets with significant single provision for impairment | Single item amount exceeds 0.5% of total assets |
Recovery or reversal of impairment provisions for important contract assets | Single item amount exceeds 0.5% of total assets |
Important write off contract assets | Single item amount exceeds 0.5% of total assets |
Significant changes in the book value of contract assets | The amount of change exceeds 0.5% of the total assets |
Long term accounts receivable with significant single provision for bad debt reserves | Single item amount exceeds 0.5% of total assets |
Recovery or reversal of important long-term accounts receivable bad debt provisions | Single item amount exceeds 0.5% of total assets |
Important write off of long-term receivables | Single item amount exceeds 0.5% of total assets |
Important prepayments with an aging of over 1 year | Single item amount exceeds 0.5% of total assets |
Important debt investments | Single item amount exceeds 0.5% of total assets |
Important other debt investments | Single item amount exceeds 0.5% of total assets |
Important ongoing construction projects | The total investment of a single project exceeds 0.5% of the total assets |
Important overdue loans | Single item amount exceeds 0.5% of total assets |
Important overdue interest payable | Single item amount exceeds 0.5% of total assets |
Important accounts payable with an aging of over 1 year | Single item amount exceeds 0.5% of total assets |
Other important payables with an aging of over 1 year | Single item amount exceeds 0.5% of total assets |
Important prepayments with an aging of over 1 year or overdue payments | Single item amount exceeds 0.5% of total assets |
Important contract liabilities with an aging of over 1 year | Single item amount exceeds 0.5% of total assets |
Significant changes in the book value of contractual liabilities | The amount of change exceeds 0.5% of the total assets |
Important estimated liabilities | Single item amount exceeds 0.5% of total assets |
Important cash flows from investment activities | Single item amount exceeds 5% of total assets |
Important overseas operating entities | Total assets/total revenue/total profit exceed 15% of the group's total assets/total revenue/total profit |
Important capitalized R&D projects and outsourced R&D projects | The individual amount exceeds the total assets by X% |
Important subsidiaries, non wholly owned subsidiaries | Total assets/total revenue/total profit exceed 15% of the group's total assets/total revenue/total profit |
Important joint ventures and associated enterprises
Important joint ventures and associated enterprises | The book value of a single long-term equity investment exceeds 15% of the group's net assets, and the investment income calculated using the single equity method exceeds 15% of the group's total profit |
(VI) Accounting treatments of business combination under and not under common control
1. Accounting treatment of business combination under common control
Assets and liabilities arising from business combination are measured at carrying amount of thecombined party included in the consolidated financial statements of the ultimate controlling partyat the combination date. Difference between carrying amount of the equity of the combined partyincluded in the consolidated financial statements of the ultimate controlling party and that of thecombination consideration or total par value of shares issued is adjusted to capital reserve, if thebalance of capital reserve is insufficient to offset, any excess is adjusted to retained earnings.
2. Accounting treatment of business combination not under common control
When combination cost is in excess of the fair value of identifiable net assets obtained from theacquiree at the acquisition date, the excess is recognized as goodwill; otherwise, the fair value ofidentifiable assets, liabilities and contingent liabilities, and the measurement of the combinationcost are reviewed, then the difference is recognized in profit or loss.(VII) Judgement criteria for control and compilation method of consolidated financial statements
1. Judgement of control
An investor controls an investee if and only if the investor has all the following: (1) power overthe investee; (2) exposure, or rights, to variable returns from its involvement with the investee;and (3) the ability to use its power over the investee to affect the amount of the investor’s returns.
2. Compilation method of consolidated financial statements
The parent company brings all its controlled subsidiaries into the consolidation scope. Theconsolidated financial statements are compiled by the parent company according to "CASBE 33 –Consolidated Financial Statements", based on relevant information and the financial statements ofthe parent company and its subsidiaries.(VIII) Classification of joint arrangements and accounting treatment of joint operations
1. Joint arrangements include joint operations and joint ventures.
2. When the Company is a joint operator of a joint operation, it recognizes the following items inrelation to its interest in a joint operation:
(1) its assets, including its share of any assets held jointly;
(2) its liabilities, including its share of any liabilities incurred jointly;
(3) its revenue from the sale of its share of the output arising from the joint operation;
(4) its share of the revenue from the sale of the assets by the joint operation; and
(5) its expenses, including its share of any expenses incurred jointly.
(IX) Recognition criteria of cash and cash equivalentsCash as presented in cash flow statement refers to cash on hand and deposit on demand forpayment. Cash equivalents refer to short-term, highly liquid investments that can be readilyconverted to cash and that are subject to an insignificant risk of changes in value.(Ⅹ) Foreign currency translation
1. Translation of transactions denominated in foreign currency
Transactions denominated in foreign currency are translated into RMB yuan at the spot exchangerate at the transaction date at initial recognition. At the balance sheet date, monetary itemsdenominated in foreign currency are translated at the spot exchange rate at the balance sheet datewith difference, except for those arising from the principal and interest of exclusive borrowingseligible for capitalization, included in profit or loss; non-cash items carried at historical costs aretranslated at the spot exchange rate at the transaction date, with the RMB amounts unchanged;non-cash items carried at fair value in foreign currency are translated at the spot exchange rate atthe date when the fair value was determined, with difference included in profit or loss or othercomprehensive income.
2. Translation of financial statements measured in foreign currency
The assets and liabilities in the balance sheet are translated into RMB at the spot exchange rate atthe balance sheet date; the equity items, other than undistributed profit, are translated at the spotexchange rate at the transaction date; the revenues and expenses in the income statement aretranslated into RMB at the approximate exchange rate similar to the spot exchange rate at thetransaction date. The difference arising from the aforementioned foreign currency translation isincluded in other comprehensive income.(XI) Financial instruments
1. Classification of financial assets and financial liabilities
Financial assets are classified into the following three categories when initially recognized: (1)financial assets at amortized cost; (2) financial assets at fair value through other comprehensiveincome; (3) financial assets at fair value through profit or loss.Financial liabilities are classified into the following four categories when initially recognized: (1)financial liabilities at fair value through profit or loss; (2) financial liabilities that arise when atransfer of a financial asset does not qualify for derecognition or when the continuing involvementapproach applies; (3) financial guarantee contracts not fall within the above categories (1) and (2),and commitments to provide a loan at a below-market interest rate, which do not fall within theabove category (1); (4) financial liabilities at amortized cost.
2. Recognition criteria, measurement method and derecognition of financial assets and financialliabilities
(1) Recognition criteria and measurement method of financial assets and financial liabilitiesWhen the Company becomes a party to a financial instrument, it is recognized as a financial assetor financial liability. The financial assets and financial liabilities initially recognized by theCompany are measured at fair value; for the financial assets and liabilities at fair value throughprofit or loss, the transaction expenses thereof are directly included in profit or loss; for othercategories of financial assets and financial liabilities, the transaction expenses thereof are includedinto the initially recognized amount. However, at initial recognition, for accounts receivable thatdo not contain a significant financing component or in circumstances where the Company does notconsider the financing components in contracts within one year, they are measured at thetransaction price in accordance with "CASBE 14 – Revenues".
(2) Subsequent measurement of financial assets
1) Financial assets measured at amortized cost
The Company measures its financial assets at the amortized costs using effective interest method.Gains or losses on financial assets that are measured at amortized cost and are not part of hedgingrelationships shall be included into profit or loss when the financial assets are derecognized,reclassified, amortized using effective interest method or recognized with impairment loss.
2) Debt instrument investments at fair value through other comprehensive incomeThe Company measures its debt instrument investments at fair value. Interests, impairment gainsor losses, and gains and losses on foreign exchange that calculated using effective interest methodshall be included into profit or loss, while other gains or losses are included into othercomprehensive income. Accumulated gains or losses that initially recognized as othercomprehensive income should be transferred out into profit or loss when the financial assets arederecognized.
3) Equity instrument investments at fair value through other comprehensive incomeThe Company measures its equity instrument investments at fair value. Dividends obtained (otherthan those as part of investment cost recovery) shall be included into profit or loss, while othergains or losses are included into other comprehensive income. Accumulated gains or losses thatinitially recognized as other comprehensive income should be transferred out into retainedearnings when the financial assets are derecognized.
4) Financial assets at fair value through profit or loss
The Company measures its financial assets at fair value. Gains or losses arising from changes infair value (including interests and dividends) shall be included into profit or loss, except forfinancial assets that are part of hedging relationships.
(3) Subsequent measurement of financial liabilities
1) Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include held-for-trading financial liabilities
(including derivatives that are liabilities) and financial liabilities designated as at fair valuethrough profit or loss. The Company measures such kind of liabilities at fair value. The amount ofchanges in the fair value of the financial liabilities that are attributable to changes in theCompany’s own credit risk shall be included into other comprehensive income, unless suchtreatment would create or enlarge accounting mismatches in profit or loss. Other gains or losses onthose financial liabilities (including interests, changes in fair value that are attributable to reasonsother than changes in the Company’s own credit risk) shall be included into profit or loss, exceptfor financial liabilities that are part of hedging relationships. Accumulated gains or losses thatoriginally recognized as other comprehensive income should be transferred out into retainedearnings when the financial liabilities are derecognized.
2) Financial liabilities that arise when a transfer of a financial asset does not qualify forderecognition or when the continuing involvement approach appliesThe Company measures its financial liabilities in accordance with "CASBE 23 – Transfer ofFinancial Assets".
3) Financial guarantee contracts not fall within the above categories 1) and 2), and commitmentsto provide a loan at a below-market interest rate, which do not fall within the above category 1)The Company measures its financial liabilities at the higher of: a. the amount of loss allowances inaccordance with impairment requirements of financial instruments; b. the amount initiallyrecognized less the amount of accumulated amortization recognized in accordance with"CASBE14 – Revenues".
4) Financial liabilities at amortized cost
The Company measures its financial liabilities at amortized cost using effective interest method.Gains or losses on financial liabilities that are measured at amortized cost and are not part ofhedging relationships shall be included into profit or loss when the financial liabilities arederecognized and amortized using effective interest method.
(4) Derecognition of financial assets and financial liabilities
1) Financial assets are derecognized when:
a. the contractual rights to the cash flows from the financial assets expire; orb. the financial assets have been transferred and the transfer qualifies for derecognition inaccordance with "CASBE 23 – Transfer of Financial Assets".
2) Only when the underlying present obligations of a financial liability are relieved totally orpartly may the financial liability be derecognized accordingly.
3. Recognition criteria and measurement method of financial assets transfer
Where the Company has transferred substantially all of the risks and rewards related to theownership of the financial asset, it derecognizes the financial asset, and any right or liability
arising from such transfer is recognized independently as an asset or a liability. If it retainedsubstantially all of the risks and rewards related to the ownership of the financial asset, itcontinues recognizing the financial asset. Where the Company does not transfer or retainsubstantially all of the risks and rewards related to the ownership of a financial asset, it is dealtwith according to the circumstances as follows respectively: (1) if the Company does not retain itscontrol over the financial asset, it derecognizes the financial asset, and any right or liability arisingfrom such transfer is recognized independently as an asset or a liability; (2) if the Company retainsits control over the financial asset, according to the extent of its continuing involvement in thetransferred financial asset, it recognizes the related financial asset and recognizes the relevantliability accordingly.If the transfer of an entire financial asset satisfies the conditions for derecognition, the differencebetween the amounts of the following two items is included in profit or loss: (1) the carryingamount of the transferred financial asset as of the date of derecognition; (2) the sum ofconsideration received from the transfer of the financial asset, and the accumulative amount of thechanges of the fair value originally included in other comprehensive income proportionate to thetransferred financial asset (financial assets transferred refer to debt instrument investments at fairvalue through other comprehensive income). If the transfer of financial asset partially satisfies theconditions for derecognition, the entire carrying amount of the transferred financial asset is,between the portion which is derecognized and the portion which is not, apportioned according totheir respective relative fair value, and the difference between the amounts of the following twoitems is included into profit or loss: (1) the carrying amount of the portion which is derecognized;
(2) the sum of consideration of the portion which is derecognized, and the portion of theaccumulative amount of the changes in the fair value originally included in other comprehensiveincome which is corresponding to the portion which is derecognized (financial assets transferredrefer to debt instrument investments at fair value through other comprehensive income).
4. Fair value determination method of financial assets and liabilities
The Company uses valuation techniques that are appropriate in the circumstances and for whichsufficient data and information are available to measure fair value. The inputs to valuationtechniques used to measure fair value are arranged in the following hierarchy and usedaccordingly:
(1) Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilitiesthat the Company can access at the measurement date;
(2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observablefor the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices forsimilar assets or liabilities in active markets; quoted prices for identical or similar assets orliabilities in markets that are not active; inputs other than quoted prices that are observable for theasset or liability, for example, interest rates and yield curves observable at commonly quoted
intervals; market-corroborated inputs;
(3) Level 3 inputs are unobservable inputs for the asset or liability. Level 3 inputs include interestrate that is not observable and cannot be corroborated by observable market data at commonlyquoted intervals, historical volatility, future cash flows to be paid to fulfill the disposal obligationassumed in business combination, financial forecast developed using the Company’s own data,etc.
5. Impairment of financial instruments
The Company, on the basis of expected credit loss, recognizes loss allowances of financial assetsat amortized cost, debt instrument investments at fair value through other comprehensive income,contract assets, leases receivable, loan commitments other than financial liabilities at fair valuethrough profit or loss, financial guarantee contracts not belong to financial liabilities at fair valuethrough profit or loss or financial liabilities that arise when a transfer of a financial asset does notqualify for derecognition or when the continuing involvement approach applies.Expected credit losses refer to the weighted average of credit losses with the respective risks of adefault occurring as the weights. Credit loss refers to the difference between all contractual cashflows that are due to the Company in accordance with the contract and all the cash flows that theCompany expects to receive (i.e., all cash shortfalls), discounted at the original effective interestrate. Among which, purchased or originated credit-impaired financial assets are discounted at thecredit-adjusted effective interest rate.At the balance sheet date, the Company shall only recognize the cumulative changes in thelifetime expected credit losses since initial recognition as a loss allowance for purchased ororiginated credit-impaired financial assets.For leases receivable, and accounts receivable and contract assets resulting from transactionsregulated in "CASBE 14 – Revenues", the Company chooses simplified approach to measure theloss allowance at an amount equal to lifetime expected credit losses.For financial assets other than the above, on each balance sheet date, the Company shall assesswhether the credit risk on the financial instrument has increased significantly since initialrecognition. The Company shall measure the loss allowance for the financial instrument at anamount equal to the lifetime expected credit losses if the credit risk on that financial instrumenthas increased significantly since initial recognition; otherwise, the Company shall measure theloss allowance for that financial instrument at an amount equal to 12-month expected credit loss.Considering reasonable and supportable forward-looking information, the Company compares therisk of a default occurring on the financial instrument as at the balance sheet date with the risk of adefault occurring on the financial instrument as at the date of initial recognition, so as to assesswhether the credit risk on the financial instrument has increased significantly since initial
recognition.The Company may assume that the credit risk on a financial instrument has not increasedsignificantly since initial recognition if the financial instrument is determined to have relativelylow credit risk at the balance sheet date.The Company shall estimate expected credit risk and measure expected credit losses on anindividual or a collective basis. When the Company adopts the collective basis, financialinstruments are grouped with similar credit risk features.The Company shall remeasure expected credit loss on each balance sheet date, and increased orreversed amounts of loss allowance arising therefrom shall be included into profit or loss asimpairment losses or gains. For a financial asset measured at amortized cost, the loss allowancereduces the carrying amount of such financial asset presented in the balance sheet; for a debtinvestment measured at fair value through other comprehensive income, the loss allowance shallbe recognized in other comprehensive income and shall not reduce the carrying amount of suchfinancial asset.
6. Offsetting financial assets and financial liabilities
Financial assets and financial liabilities are presented separately in the balance sheet and are notoffset. However, the Company offsets a financial asset and a financial liability and presents the netamount in the balance sheet when, and only when, the Company: (1) currently has a legallyenforceable right to set off the recognized amounts; and (2) intends either to settle on a net basis,or to realize the asset and settle the liability simultaneously.For a transfer of a financial asset that does not qualify for derecognition, the Company does notoffset the transferred asset and the associated liability.(XII) Recognition criteria and accrual method for expected credit losses of receivables andcontract assets
1. Receivables and contract assets with expected credit losses measured on a collective basis usingsimilar credit risk features
Categories | Basis for determination of portfolio | Method for measuring expected credit loss |
Bank acceptance receivable | Type of notes | Based on historical credit loss experience, the current situation and the forecast of future economic conditions, the Company calculates expected credit loss through exposure at default and lifetime expected credit loss rate. |
Trade acceptance receivable | ||
Accounts receivable – Portfolio grouped with balances due from related parties within the consolidation scope | Nature of receivables | Based on historical credit loss experience, the current situation and the forecast of future economic conditions, the Company calculates expected credit loss through |
Accounts receivable – Portfolio |
Categories
Categories | Basis for determination of portfolio | Method for measuring expected credit loss |
grouped with property sales receivable | exposure at default and lifetime expected credit loss rate. | |
Accounts receivable – Portfolio grouped with balances due from other customers | ||
Other receivables – Portfolio grouped with government funds receivable | Nature of receivables | Based on historical credit loss experience, the current situation and the forecast of future economic conditions, the Company calculates expected credit loss through exposure at default and 12-month or lifetime expected credit loss rate. |
Other receivables – Portfolio grouped with employee petty cash receivable | ||
Other receivables – Portfolio grouped with advances received and paid on behalf of others | ||
Other receivables – Portfolio grouped with other intercompany balances receivable | ||
Other receivables – Portfolio grouped with balances due from related parties receivable | ||
Contract assets – Portfolio grouped with product sales | Nature of receivables | Based on historical credit loss experience, the current situation and the forecast of future economic conditions, the Company calculates expected credit loss through exposure at default and lifetime expected credit loss rate. |
Contract assets – Portfolio grouped with engineering construction |
2. Recognition criteria for receivables and contract assets with expected credit losses measured onan individual basisFor receivables and contract assets whose credit risk is significantly different from that ofportfolios, the Company accrues expected credit losses on an individual basis.(XIII) Inventories
1. Classification of inventories
Inventories include development land held for sale or consumption during development andoperations, developed products, developed products held for sale but temporarily leased out, etc.,as well as development cost during development.
2. Accounting method for dispatched inventories
(1) Materials and equipment dispatched from storage are accounted for with specific identificationmethod.
(2) During project development, the development cost of land is calculated and allocated based onthe area occupied by the developed products and the grade coefficient of occupied land.
(3) Developed products dispatched from storage are accounted for with cost coefficient allocation
method.
(4) Developed products held for sale but temporarily leased out and revolving houses are evenlyamortized based on the estimated useful life of similar fixed assets of the Company.
(5) If the public supporting facilities are completed earlier than the relevant developed products,the development cost is calculated and allocated based on the construction area of the relevantdevelopment projects after the completion settlement of the public supporting facilities; if thepublic supporting facilities are completed later than the relevant developed products, the publicsupporting facility fees shall be accrued, andafter the completion settlement of the publicsupporting facilities, the relevant development product costs shall be adjusted based on thedifference between the actual cost incurred and cost accrued.
3. Inventory system
Physical inventory counting method is adopted.
4. Amortization method of low-value consumables and packages
(1) Low-value consumables
Low-value consumables are amortized with usage times.
(2) Packages
Packages are amortized with usage times.
5. Provision for inventory write-down
At the balance sheet date, inventories are measured at the lower of cost and net realizable value;provisions for inventory write-down are made on the excess of its cost over the net realizablevalue. The net realizable value of inventories held for sale is determined based on the amount ofthe estimated selling price less the estimated selling expenses and relevant taxes and surcharges inthe ordinary course of business; the net realizable value of inventories to be processed isdetermined based on the amount of the estimated selling price less the estimated costs ofcompletion, selling expenses and relevant taxes and surcharges in the ordinary course of business;at the balance sheet date, when only part of the same item of inventories have agreed price, theirnet realizable value are determined separately and are compared with their costs to set theprovision for inventory write-down to be made or reversed.(XIV) Long-term equity investments
1. Judgment of joint control and significant influence
Joint control is the contractually agreed sharing of control of an arrangement, which exists onlywhen decisions about the relevant activities require the unanimous consent of the parties sharingcontrol. Significant influence is the power to participate in the financial and operating policydecisions of the investee but is not control or joint control of these policies.
2. Determination of investment cost
(1) For business combination under common control, if the consideration of the combining partyis that it makes payment in cash, transfers non-cash assets, assumes its liabilities or issues equitysecurities, on the date of combination, it regards the share of the carrying amount of the equity ofthe combined party included in the consolidated financial statements of the ultimate controllingparty as the initial cost of the investment. The difference between the initial cost of the long-termequity investments and the carrying amount of the combination consideration paid or the par valueof shares issued offsets capital reserve; if the balance of capital reserve is insufficient to offset, anyexcess is adjusted to retained earnings.When long-term equity investments are obtained through business combination under commoncontrol achieved in stages, the Company determines whether it is a "bundled transaction". If it is a"bundled transaction", stages as a whole are considered as one transaction in accounting treatment.If it is not a "bundled transaction", on the date of combination, investment cost is initiallyrecognized at the share of the carrying amount of net assets of the combined party included theconsolidated financial statements of the ultimate controlling party. The difference between theinitial investment cost of long-term equity investments at the acquisition date and the carryingamount of the previously held long-term equity investments plus the carrying amount of theconsideration paid for the newly acquired equity is adjusted to capital reserve; if the balance ofcapital reserve is insufficient to offset, any excess is adjusted to retained earnings.
(2) For business combination not under common control, investment cost is initially recognized atthe acquisition-date fair value of considerations paid.When long-term equity investments are obtained through business combination not undercommon control achieved in stages, the Company determined whether they are stand-alonefinancial statements or consolidated financial statements in accounting treatment:
1) In the case of stand-alone financial statements, investment cost is initially recognized at thecarrying amount of the previously held long-term equity investments plus the carrying amount ofthe consideration paid for the newly acquired equity.
2) In the case of consolidated financial statements, the Company determines whether it is a"bundled transaction". If it is a "bundled transaction", stages as a whole are considered as onetransaction in accounting treatment. If it is not a "bundled transaction", the carrying amount of theacquirer’s previously held equity interest in the acquiree is remeasured at the acquisition-date fairvalue, and the difference between the fair value and the carrying amount is recognized ininvestment income; when the acquirer’s previously held equity interest in the acquiree involvesother comprehensive income under equity method, the related other comprehensive income isreclassified as income for the acquisition period, excluding other comprehensive income arisingfrom changes in net liabilities or assets from remeasurement of defined benefit plan of theacquiree.
(3) Long-term equity investments obtained through ways other than business combination: theinitial cost of a long-term equity investment obtained by making payment in cash is the purchasecost which is actually paid; that obtained on the basis of issuing equity securities is the fair valueof the equity securities issued; that obtained through debt restructuring is determined according to"CASBE 12 – Debt Restructuring"; and that obtained through non-cash assets exchange isdetermined according to "CASBE 7 – Non-cash Assets Exchange".
3. Subsequent measurement and recognition method of profit or loss
For a long-term equity investment with control relationship, it is accounted for with cost method;for a long-term equity investment with joint control or significant influence relationship, it isaccounted for with equity method.
4. Disposal of a subsidiary in stages resulting in the Company’s loss of control
(1) Judgement principles of "bundled transaction"
For disposal of a subsidiary in stages resulting in the Company’s loss of control, the Companydetermines whether it is a "bundled transaction" based on the agreement terms for each stage,disposal consideration obtained separately, object of the equity sold, disposal method, disposaltime point, etc. If the terms, conditions and economic effect of each transaction meet one or moreof the following conditions, these transactions are usually considered as a "bundled transaction":
1) these transactions are entered into at the same time or in contemplation of each other;
2) these transactions form a single transaction designed to achieve an overall commercial effect;
3) the occurrence of one transaction is dependent on the occurrence of at least one othertransaction; and
4) one transaction considered on its own is not economically justified, but it is economicallyjustified when considered together with other transactions.
(2) Accounting treatments of non-bundled transactions
1) Stand-alone financial statements
The difference between the carrying amount of the disposed equity and the consideration obtainedthereof is recognized in profit or loss. If the disposal does not result in the Company’s loss ofsignificant influence or joint control, the remained equity is accounted for with equity method;however, if the disposal results in the Company’s loss of control, joint control, or significantinfluence, the remained equity is accounted for according to "CASBE 22 – Financial Instruments:
Recognition and Measurement".
2) Consolidated financial statements
Before the Company’s loss of control, the difference between the disposal consideration and theproportionate share of net assets in the disposed subsidiary from acquisition date or combinationdate to the disposal date is adjusted to capital reserve (capital premium), if the balance of capital
reserve is insufficient to offset, any excess is adjusted to retained earnings.When the Company loses control, the remained equity is remeasured at the loss-of-control-datefair value. The aggregated value of disposal consideration and the fair value of the remainedequity, less the share of net assets in the disposed subsidiary held before the disposal from theacquisition date or combination date to the disposal date is recognized in investment income in theperiod when the Company loses control over such subsidiary, and meanwhile goodwill is offsetcorrespondingly. Other comprehensive income related to equity investments in former subsidiaryis reclassified as investment income upon the Company’s loss of control.
(3) Accounting treatment of bundled transaction
1) Stand-alone financial statements
Stages as a whole are considered as one transaction resulting in loss of control in accountingtreatment. However, before the Company loses control over a subsidiary, the difference betweenthe disposal consideration at each stage and the carrying amount of long-term equity investmentscorresponding to the disposed investments is recognized as other comprehensive income at thestand-alone financial statements and reclassified as profit or loss in the period when the Companyloses control over such subsidiary.
2) Consolidated financial statements
Stages as a whole are considered as one transaction resulting in loss of control in accountingtreatment. However, before the Company loses control over a subsidiary, the difference betweenthe disposal consideration at each stage and the proportionate share of net assets in the disposedsubsidiary is recognized as other comprehensive income at the consolidated financial statementsand reclassified as profit or loss in the period when the Company loses control over suchsubsidiary.(XV) Investment property
1. Investment property includes land use right of leased-out property and of property held forcapital appreciation and buildings that have been leased out.
2. The initial measurement of investment property is based on its cost, and subsequentmeasurement is made using the cost model, the depreciation or amortization method is the same asthat of fixed assets and intangible assets.(XVI) Fixed assets
1. Recognition principles of fixed assets
Fixed assets are tangible assets held for use in the production of goods or rendering of services, forrental to others, or for administrative purposes, and expected to be used during more than oneaccounting year. Fixed assets are recognized if, and only if, it is probable that future economicbenefits associated with the assets will flow to the Company and the cost of the assets can bemeasured reliably.
2. Depreciation method of different categories of fixed assets
Categories | Depreciation method | Useful life (years) | Residual value proportion (%) | Annual depreciation rate (%) |
Buildings and structures | Straight-line method | 30 | 5.00 | 3.17 |
Transport facilities | Straight-line method | 6 | 5.00 | 15.83 |
Electronic equipment and others | Straight-line method | 5 | 5.00 | 19.00 |
(XVII) Construction in progress
1. Construction in progress is recognized if, and only if, it is probable that future economicbenefits associated with the item will flow to the Company, and the cost of the item can bemeasured reliably. Construction in progress is measured at the actual cost incurred to reach itsdesigned usable conditions.
2. Construction in progress is transferred into fixed assets at its actual cost when it reaches thedesigned usable conditions. When the auditing of the construction in progress is not finished whilereaching the designed usable conditions, it is transferred to fixed assets using estimated value first,and then adjusted accordingly when the actual cost is settled, but the accumulated depreciation isnot to be adjusted retrospectively.(XVIII) Borrowing costs
1. Recognition principle of borrowing costs capitalization
Where the borrowing costs incurred to the Company can be directly attributable to the acquisitionand construction or production of assets eligible for capitalization, it is capitalized and included inthe costs of relevant assets; other borrowing costs are recognized as expenses on the basis of theactual amount incurred, and are included in profit or loss.
2. Borrowing costs capitalization period
(1) The borrowing costs are not capitalized unless the following requirements are all met: 1) theasset disbursements have already incurred; 2) the borrowing costs have already incurred; and 3)the acquisition and construction or production activities which are necessary to prepare the assetfor its intended use or sale have already started.
(2) Suspension of capitalization: where the acquisition and construction or production of aqualified asset is interrupted abnormally and the interruption period lasts for more than 3 months,the capitalization of the borrowing costs is suspended; the borrowing costs incurred during suchperiod are recognized as expenses, and are included in profit or loss, till the acquisition andconstruction or production of the asset restarts.
(3) Ceasing of capitalization: when the qualified asset under acquisition and construction orproduction is ready for the intended use or sale, the capitalization of the borrowing costs is ceased.
3. Capitalization rate and capitalized amount of borrowing costs
For borrowings exclusively for the acquisition and construction or production of assets eligible forcapitalization, the to-be-capitalized amount of interests is determined in light of the actual interestexpenses incurred (including amortization of premium or discount based on effective interestmethod) of the special borrowings in the current period less the interest income on the unusedborrowings as a deposit in the bank or as a temporary investment; where a general borrowing isused for the acquisition and construction or production of assets eligible for capitalization, theCompany calculates and determines the to-be-capitalized amount of interests on the generalborrowing by multiplying the weighted average asset disbursement of the excess of theaccumulative capital disbursements over the special borrowings by the capitalization rate of thegeneral borrowing used.(XIX) Intangible assets
1. Intangible assets include software, etc. The initial measurement of intangible assets is based onits cost.
2. For intangible assets with finite useful lives, their amortization amounts are amortized withintheir useful lives systematically and reasonably, if it is unable to determine the expectedrealization pattern reliably, intangible assets are amortized by the straight-line method with detailsas follows:
Items | Useful life and determination basis | Amortization method |
Software | Expected realization method of economic benefits related to intangible assets, 3-5 years | Straight-line method |
3. Intangible assets with indefinite useful lives are not amortized. The company reviews the usefullife of such intangible assets at each accounting period.(XX) Impairment of part of long-term assetsFor long-term assets such as long-term equity investments, investment property at cost model,fixed assets, construction in progress, right-of-use assets, intangible assets with finite useful lives,etc., if at the balance sheet date there is indication of impairment, the recoverable amount is to beestimated. For goodwill recognized in business combination and intangible assets with indefiniteuseful lives, no matter whether there is indication of impairment, impairment test is performedannually. Impairment test on goodwill is performed on related asset group or asset group portfolio.When the recoverable amount of such long-term assets is lower than their carrying amount, thedifference is recognized as provision for assets impairment through profit or loss.(XXI) Long-term prepaymentsLong-term prepayments are expenses that have been recognized but with amortization period overone year (excluding one year). They are recorded with actual cost, and evenly amortized withinthe beneficiary period or stipulated period. If items of long-term prepayments fail to be beneficialto the following accounting periods, residual values of such items are included in profit or loss.
(XXII) Employee benefits
1. Employee benefits include short-term employee benefits, post-employment benefits,termination benefits and other long-term employee benefits.
2. Short-term employee benefits
The Company recognizes, in the accounting period in which an employee provides service,short-term employee benefits actually incurred as liabilities, with a corresponding charge to profitor loss or the cost of a relevant asset.
3. Post-employment benefits
The Company classifies post-employment benefit plans as either defined contribution plans ordefined benefit plans.
(1) The Company recognizes in the accounting period in which an employee provides service thecontribution payable to a defined contribution plan as a liability, with a corresponding charge toprofit or loss or the cost of a relevant asset.
(2) Accounting treatment by the Company for defined benefit plan usually involves thefollowing steps:
1) In accordance with the projected unit credit method, using unbiased and mutually compatibleactuarial assumptions to estimate related demographic variables and financial variables, measurethe obligations under the defined benefit plan, and determine the periods to which the obligationsare attributed. Meanwhile, the Company discounts obligations under the defined benefit plan todetermine the present value of the defined benefit plan obligations and the current service cost;
2) When a defined benefit plan has assets, the Company recognizes the deficit or surplus bydeducting the fair value of defined benefit plan assets from the present value of the defined benefitplan obligation as a net defined benefit plan liability or net defined benefit plan asset. When adefined benefit plan has a surplus, the Company measures the net defined benefit plan asset at thelower of the surplus in the defined benefit plan and the asset ceiling;
3) At the end of the period, the Company recognizes the following components of employeebenefits cost arising from defined benefit plan: a. service cost; b. net interest on the net definedbenefit plan liability (asset); and c. changes as a result of remeasurement of the net defined benefitliability (asset). Item a and item b are recognized in profit or loss or the cost of a relevant asset.Item c is recognized in other comprehensive income and is not to be reclassified subsequently toprofit or loss. However, the Company may transfer those amounts recognized in othercomprehensive income within equity.
4. Termination benefits
Termination benefits provided to employees are recognized as an employee benefit liability fortermination benefits, with a corresponding charge to profit or loss at the earlier of the following
dates: (1) when the Company cannot unilaterally withdraw the offer of termination benefitsbecause of an employment termination plan or a curtailment proposal; or (2) when the Companyrecognizes cost or expenses related to a restructuring that involves the payment of terminationbenefits.
5. Other long-term employee benefits
When other long-term employee benefits provided to the employees satisfied the conditions forclassifying as a defined contribution plan, those benefits are accounted for in accordance with therequirements relating to defined contribution plan, while other benefits are accounted for inaccordance with the requirements relating to defined benefit plan. The Company recognizes thecost of employee benefits arising from other long-term employee benefits as the followings: (1)service cost; (2) net interest on the net liability or net assets of other long-term employee benefits;and (3) changes as a result of remeasurement of the net liability or net assets of other long-termemployee benefits. As a practical expedient, the net total of the aforesaid amounts is recognized inprofit or loss or included in the cost of a relevant asset.(XXIII) Accounting method for maintenance fundsPursuant to the relevant regulations of the place in which the development project located, themaintenance funds shall be collected from the buyer or included into the development costs ofrelevant developed products by the Company during the sales (pre-sale) of developed products,and shall be uniformly handed over to the maintenance funds management department.(XXIV) Accounting method for quality guarantee depositsThe quality guarantee deposits shall be reserved from the engineering funds of construction unit inaccordance with the provisions of the construction contract. The maintenance costs incurredduring the warranty period of the developed products shall be offset against the quality guaranteedeposits; at the expiration of the agreed warranty period for developed products, the balance of thequality guarantee deposits shall be refunded to the construction unit.(XXV) Revenue
1. Revenue recognition principles
At contract inception, the Company shall assess the contracts and shall identify each performanceobligation in the contracts, and determine whether the performance obligation should be satisfiedover time or at a point in time.The Company satisfies a performance obligation over time if one of the following criteria is met,otherwise, the performance obligation is satisfied at a point in time: (1) the customersimultaneously receives and consumes the economic benefits provided by the Company’sperformance as the Company performs; (2) the customer can control goods as they are created bythe Company’s performance; (3) goods created during the Company’s performance haveirreplaceable uses and the Company has an enforceable right to the payments for performance
completed to date during the whole contract period.For each performance obligation satisfied over time, the Company shall recognize revenue overtime by measuring the progress towards complete satisfaction of that performance obligation. Inthe circumstance that the progress cannot be measured reasonably, but the costs incurred insatisfying the performance obligation are expected to be recovered, the Company shall recognizerevenue only to the extent of the costs incurred until it can reasonably measure the progress. Foreach performance obligation satisfied at a point in time, the Company shall recognize revenue atthe time point that the customer obtains control of relevant goods or services. To determinewhether the customer has obtained control of goods, the Company shall consider the followingindications: (1) the Company has a present right to payments for the goods, i.e., the customer ispresently obliged to pay for the goods; (2) the Company has transferred the legal title of the goodsto the customer, i.e., the customer has legal title to the goods; (3) the Company has transferredphysical possession of the goods to the customer, i.e., the customer has physically possessed thegoods; (4) the Company has transferred significant risks and rewards of ownership of the goods tothe customer, i.e., the customer has obtained significant risks and rewards of ownership of thegoods; (5) the customer has accepted the goods; (6) other evidence indicating the customer hasobtained control over the goods.
2. Revenue measurement principle
(1) Revenue is measured at the amount of the transaction price that is allocated to eachperformance obligation. The transaction price is the amount of consideration to which theCompany expects to be entitled in exchange for transferring goods or services to a customer,excluding amounts collected on behalf of third parties and those expected to be refunded to thecustomer.
(2) If the consideration promised in a contract includes a variable amount, the Company shallconfirm the best estimate of variable consideration at expected value or the most likely amount.However, the transaction price that includes the amount of variable consideration only to theextent that it is high probable that a significant reversal in the amount of cumulative revenuerecognized will not occur when the uncertainty associated with the variable consideration issubsequently resolved.
(3) In the circumstance that the contract contains a significant financing component, the Companyshall determine the transaction price based on the price that a customer would have paid for if thecustomer had paid cash for obtaining control over those goods or services. The difference betweenthe transaction price and the amount of promised consideration is amortized under effectiveinterest method over contractual period.
(4) For contracts containing two or more performance obligations, the Company shall determinethe stand-alone selling price at contract inception of the distinct good underlying each
performance obligation and allocate the transaction price to each performance obligation on arelative stand-alone selling price basis.
3. Revenue recognition method
(1) Sales of real estate development
Real estate sales business is a performance obligation satisfied at a point in time, and revenue isrecognized if, and only if, the following conditions are all met: (1) the developed products havebeen completed and accepted; (2) the Company have signed sales contract and fulfilledobligations under the contract; (3) the Company have delivered property to the owner or thecontractual delivery date has expired after a notice or announcement of occupation has been sentto the owner; and (4) the Company has collected the full payments for the real estate and relatedcosts incurred or to be incurred can be measured reliably.
(2) Rendering of property management services
Rendering of property management services is a performance obligation satisfied over time.Revenue from property management services is recognized by the progress towards completesatisfaction of that performance obligation, which is determined based on the time progress.
(3) Construction services
The Company provides construction services. Since the customer simultaneously receives andconsumes the economic benefits provided by the Company’s performance as the Companyperforms, and the Company has an enforceable right to the payments for performance completedto date during the whole contract period, construction services are performance obligationssatisfied over time. Revenue from construction services is recognized by the percentage ofcompletion of the performance obligations, which is determined by input method. In thecircumstance that the percentage of completion cannot be measured reasonably, but the incurredcosts are expected to be recovered, the Company recognizes revenue only to the extent of theincurred costs until it can reasonably measure the percentage of completion.
(4) Others
Other revenues include revenue from hotel operation, etc. For revenue from rendering of hotelroom services, as the customer simultaneously receives and consumes the economic benefitsprovided by the Company’s performance as the Company performs, the Company recognizes it asa performance obligation to be performed over time, and revenue is recognized based on thepercentage of completion of the performance obligation during the accounting period whenservices are provided. For revenue from rendering of other services, it is recognized when thecustomer has obtained the control over related goods, and the Company has collected thepayments or has obtained the right to the payments according to relevant contract and agreement.(XXVI) Costs of obtaining a contract and costs to fulfill a contractThe Company recognizes as an asset the incremental costs of obtaining a contract if those costs
are expected to be recovered.If the costs incurred in fulfilling a contract are not within the scope of standards related toinventories, fixed assets or intangible assets, etc., the Company shall recognize the costs to fulfill acontract as an asset if all the following criteria are satisfied:
1. The costs relate directly to a contract or to an anticipated contract, including direct labor, directmaterials, manufacturing overhead cost (or similar cost), cost that are explicitly chargeable to thecustomer under the contract, and other costs that are only related to the contract;
2. The costs enhance resources of the Company that will be used in satisfying performanceobligations in the future; and
3. The costs are expected to be recovered.
An asset related to contract costs shall be amortized on a systematic basis that is consistent withrelated goods or services, with amortization included into profit or loss.The Company shall make provision for impairment and recognize an impairment loss to the extentthat the carrying amount of an asset related to contract costs exceeds the remaining amount ofconsideration that the Company expects to receive in exchange for the goods or services to whichthe asset relates less the costs expected to be incurred. The Company shall recognize a reversal ofan impairment loss previously recognized in profit or loss when the impairment conditions nolonger exist or have improved. The carrying amount of the asset after the reversal shall not exceedthe amount that would have been determined on the reversal date if no provision for impairmenthad been made previously.(XXVII) Contract assets, contract liabilitiesThe Company presents contract assets or contract liabilities in the balance sheet based on therelationship between its performance obligations and customers’ payments. Contract assets andcontract liabilities under the same contract shall offset each other and be presented on a net basis.The Company presents an unconditional right to consideration (i.e., only the passage of time isrequired before the consideration is due) as a receivable, and presents a right to consideration inexchange for goods that it has transferred to a customer (which is conditional on something otherthan the passage of time) as a contract asset.The Company presents an obligation to transfer goods to a customer for which the Company hasreceived consideration (or the amount is due) from the customer as a contract liability.(XXVIII) Government grants
1. Government grants shall be recognized if, and only if, the following conditions are all met: (1)the Company will comply with the conditions attaching to the grants; (2) the grants will bereceived. Monetary government grants are measured at the amount received or receivable.Non-monetary government grants are measured at fair value, and can be measured at nominal
amount in the circumstance that fair value cannot be assessed.
2. Government grants related to assets
Government grants related to assets are government grants with which the Company purchases,constructs or otherwise acquires long-term assets under requirements of government. In thecircumstances that there is no specific government requirement, the Company shall determinebased on the primary condition to acquire the grants, and government grants related to assets aregovernment grants whose primary condition is to construct or otherwise acquire long-term assets.They offset carrying amount of relevant assets, or they are recognized as deferred income. Ifrecognized as deferred income, they are included in profit or loss on a systematic basis over theuseful lives of the relevant assets. Those measured at notional amount are directly included intoprofit or loss. For assets sold, transferred, disposed or damaged within the useful lives, balance ofunamortized deferred income is transferred into profit or loss of the period in which the disposaloccurred.
3. Government grants related to income
Government grants related to income are government grants other than those related to assets. Forgovernment grants that contain both parts related to assets and parts related to income, in whichthose two parts are blurred, they are thus collectively classified as government grants related toincome. For government grants related to income used for compensating the related future cost,expenses or losses, they are recognized as deferred income and included in profit or loss or used tooffset relevant cost during the period in which the relevant cost, expenses or losses are recognized;for government grants related to income used for compensating the related cost, expenses or lossesincurred to the Company, they are directly included in profit or loss or used to offset relevant cost.
4. Government grants related to the ordinary course of business shall be included into otherincome or used to offset relevant cost based on business nature, while those not related to theordinary course of business shall be included into non-operating revenue or expenditures.
5. Policy interest subvention
(1) In the circumstance that government appropriates interest subvention to lending bank, whoprovides loans for the Company with a policy subsidised interest rate, borrowings are carried atthe amount received, with relevant borrowings cost computed based on the principal and thepolicy subsidised interest rate.
(2) In the circumstance that government directly appropriates interest subvention to the Company,the subsidised interest shall offset relevant borrowing cost.(XXIX) Deferred tax assets/Deferred tax liabilities
1. Deferred tax assets or deferred tax liabilities are calculated and recognized based on thedifference between the carrying amount and tax base of assets and liabilities (and the difference ofthe carrying amount and tax base of items not recognized as assets and liabilities but with their tax
base being able to be determined according to tax laws) and in accordance with the tax rateapplicable to the period during which the assets are expected to be recovered or the liabilities areexpected to be settled.
2. A deferred tax asset is recognized to the extent of the amount of the taxable income, which ismost likely to obtain and which can be deducted from the deductible temporary difference. At thebalance sheet date, if there is any exact evidence indicating that it is probable that future taxableincome will be available against which deductible temporary differences can be utilized, thedeferred tax assets unrecognized in prior periods are recognized.
3. At the balance sheet date, the carrying amount of deferred tax assets is reviewed. The carryingamount of a deferred tax asset is reduced to the extent that it is no longer probable that sufficienttaxable income will be available to allow the benefit of the deferred tax asset to be utilized. Suchreduction is subsequently reversed to the extent that it becomes probable that sufficient taxableincome will be available.
4. The income tax and deferred tax for the period are treated as income tax expenses or incomethrough profit or loss, excluding those arising from the following circumstances: (1) businesscombination; and (2) the transactions or items directly recognized in equity.
5. Deferred tax assets and deferred tax liabilities shall offset each other and be presented on a netbasis when the following conditions are all met: (1) the Company has the legal right to settle offcurrent tax assets against current tax liabilities; (2) the deferred tax assets and the deferred taxliabilities relate to income taxes levied by the same tax authority on either: 1) the same taxableentity; or 2) different taxable entities which intend either to settle current tax liabilities and assetson a net basis, or to realize the assets and settle the liabilities simultaneously, in each future periodin which significant amounts of deferred tax assets or liabilities are expected to be recovered orsettled.(XXX) Leases
1. The Company as lessee
At the commencement date, the Company recognizes a lease that has a lease term of 12 months orless as a short-term lease, which shall not contain a purchase option; the Company recognizes alease as a lease of a low-value asset if the underlying asset is of low value when it is new. If theCompany subleases an asset, or expects to sublease an asset, the head lease does not qualify as alease of a low-value asset.For all short-term leases and leases of low-value assets, lease payments are recognized as cost orprofit or loss with straight-line method over the lease term.Apart from the above-mentioned short-term leases and leases of low-value assets with simplifiedapproach, the Company recognizes right-of-use assets and lease liabilities at the commencement
date.
(1) Right-of-use assets
The right-of-use asset is measured at cost and the cost shall comprise: 1) the amount of the initialmeasurement of the lease liabilities; 2) any lease payments made at or before the commencementdate, less any lease incentives received; 3) any initial direct costs incurred by the lessee; and 4) anestimate of costs to be incurred by the lessee in dismantling and removing the underlying asset,restoring the site on which it is located or restoring the underlying asset to the condition requiredby the terms and conditions of the lease.The Company depreciates the right-of-use asset using the straight-line method. If it is reasonableto be certain that the ownership of the underlying asset can be acquired by the end of the leaseterm, the Company depreciates the right-of-use asset from the commencement date to the end ofthe useful life of the underlying asset. Otherwise, the Company depreciates the right-of-use assetfrom the commencement date to the earlier of the end of the useful life of the right-of-use asset orthe end of the lease term.
(2) Lease liabilities
At the commencement date, the Company measures the lease liability at the present value of thelease payments that are not paid at that date, discounted using the interest rate implicit in the lease.If that rate cannot be readily determined, the Company’s incremental borrowing rate shall be used.Unrecognized financing expenses, calculated at the difference between the lease payment and itspresent value, are recognized as interest expenses over the lease term using the discount ratewhich has been used to determine the present value of lease payment and included in profit or loss.Variable lease payments not included in the measurement of lease liabilities are included in profitor loss in the periods in which they are incurred.After the commencement date, if there is a change in the following items: 1) actual fixedpayments; 2) amounts expected to be payable under residual value guarantees; 3) an index or arate used to determine lease payments; 4) assessment result or exercise of purchase option,extension option or termination option, the Company remeasures the lease liability based on thepresent value of lease payments after changes, and adjusts the carrying amount of the right-of-useasset accordingly. If the carrying amount of the right-of-use asset is reduced to zero but there shallbe a further reduction in the lease liability, the remaining amount shall be recognized into profit orloss.
2. The Company as lessor
At the commencement date, the Company classifies a lease as a finance lease if it transferssubstantially all the risks and rewards incidental to ownership of an underlying asset. Otherwise, itis classified as an operating lease.
(1) Operating lease
Lease receipts are recognized as lease income with straight-line method over the lease term. Initialdirect costs incurred shall be capitalized, amortized on the same basis as the recognition of leaseincome, and included into profit or loss by installments. Variable lease payments related tooperating lease which are not included in the lease payment are charged as profit or loss in theperiods in which they are incurred.
(2) Finance lease
At the commencement date, the Company recognizes the finance lease payment receivable basedon the net investment in the lease (sum of the present value of unguaranteed residual value andlease receipts that are not received at the commencement date, discounted by the interest rateimplicit in the lease), and derecognizes assets held under the finance lease. The Companycalculates and recognizes interest income using the interest rate implicit in the lease over the leaseterm.Variable lease payments not included in the measurement of the net investment in the lease arecharged as profit or loss in the periods in which they are incurred.(XXXI) Segment reportingOperating segments are determined based on the structure of the Company’s internal organization,management requirements and internal reporting system. An operating segment is a component ofthe Company:
1. that engages in business activities from which it may earn revenues and incur expenses;
2. whose financial performance is regularly reviewed by the Management to make decisions aboutresource to be allocated to the segment and to assess its performance; and
3. for which accounting information regarding financial position, financial performance and cashflows is available through analysis.(XXXII) Significant changes in accounting policiesChanges in accounting policies arising from changes in CASBEs
1. The company has been implementing the provisions of "Regarding the Classification of CurrentLiabilities and Non-current Liabilities" in the"Interpretation of China Accounting Standards forBusiness Enterprises No. 17" promulgated by the Ministry of Finance since January 1, 2024. Thischange in accounting policy has no impact on the company's financial statements.
2. The company has been implementing the provisions of "Regarding the Disclosure of SupplierFinancing Arrangements" in the"Interpretation of China Accounting Standards for BusinessEnterprises No. 17" promulgated by the Ministry of Finance since January 1, 2024. This changein accounting policy has no impact on the company's financial statements.
3. The company has been implementing the provisions of "Regarding the Accounting Treatment ofSale and Leaseback Transactions" in the"Interpretation of China Accounting Standards for
Business Enterprises No. 17" promulgated by the Ministry of Finance since January 1, 2024.This change in accounting policy has no impact on the company's financial statements.
4. The company has been implementing the provisions of "Regarding the Accounting Treatment ofWarranty-type Quality Assurances That Are Not Separate Performance Obligations" inthe"Interpretation of China Accounting Standards for Business Enterprises No. 18" promulgatedby the Ministry of Finance since December 6, 2024. This change in accounting policy has noimpact on the company's financial statements.IV. Taxes(I) Main taxes and tax rates
Taxes | Tax bases | Tax rates |
Value-added tax (VAT) | The output tax calculated based on the revenue from sales of goods or rendering of services in accordance with the tax law, net of the input tax that is allowed to be deducted in the current period | 9%, 6%, 5%, 3% |
Land appreciation tax | The incremental amount arising from the transfer of state-owned land use right and the buildings and structures that are constructed on the land | Progressive tax rates based on exceeding proportion of value-added amount |
Housing property tax | For housing property levied on the basis of price, housing property tax is levied at the rate of 1.2% of the balance after deducting 30% of the cost; for housing property levied on the basis of rent, housing property tax is levied at the rate of 12% of lease income | 1.2%, 12% |
Urban maintenance and construction tax | Turnover tax actually paid | 7% |
Education surcharge | Turnover tax actually paid | 3% |
Local education surcharge | Turnover tax actually paid | 2% |
Enterprise income tax | Taxable income | 25%, 16.5% |
Different enterprise income tax rates applicable to different taxpayers:
Taxpayers | Income tax rate |
Shenzhen Huazhan Construction Supervision Co., Ltd.(the "Huazhan Supervision") and Shantou Special Economic Zone Xiangshan Real Estate Development Co., Ltd. (the "Shantou Songshan Company") | 20% |
Subsidiaries registered in Hong Kong SAR | 16.5% |
Taxpayers other than the above-mentioned | 25% |
(II) Tax preferential policiesPursuant to the "Announcement of the Ministry of Finance and the State Taxation Administrationon the Enterprise Income Tax Preferential Policies for Small Enterprises with Meager Profit and
Individually-owned Businesses" (Announcement [2023] No. 6of the Ministry of Finance and theState Taxation Administration), from January 1, 2023 to December 31, 2024, enterprise incometax for the portion of the taxable income within 1 million yuan of small enterprises with meagerprofit is levied at 20% based on 25% of that portion of income. The Company’s subsidiariesHuazhan Supervision and Shantou Songshan Company are subject to a preferential tax rate of 20%as small enterprises with meager profit.
V. Notes to items of consolidated financial statements(I) Notes to items of the consolidated balance sheet
1. Cash and bank balances
(1) Details
Project | Closing balance | Initial number |
Cash on hand | 38,975.98 | 18,414.04 |
Bank deposit | 526,814,068.83 | 838,926,014.14 |
Other monetary funds | 2,389,680.55 | 32,074,840.65 |
total | 529,242,725.36 | 871,019,268.83 |
Among them: the total amount of funds stored overseas | 4,660,706.04 | 5,230,453.64 |
(2) Other remarks
As of December 31, 2024, the restricted funds in bank deposits amounted to 8332470.92 yuan,of which 2306548.48 yuan was frozen funds due to litigation, 158549.08 yuan was suspendedaccounts and payments, 5674439.78 yuan was the construction fund guarantee deposit for the urbanrenewal project and surrounding public facilities in Longgang District, Shenzhen, 142778.00 yuanwas the land reclamation cost of the Shenfang Guangmingli project, and 50155.58 yuan was thefixed-term project guarantee deposit.As of December 31, 2024, other monetary funds of 2389680.55 yuan were seven-day noticedeposits.
2. Held-for-trading financial assets
Project | Closing balance | Initial number |
Classified as financial assets measured at fair value with changes recognized in current profit or loss | 987,801,938.51 | 879,340,201.92 |
Among them: Fund | 987,801,938.51 | 879,340,201.92 |
total | 987,801,938.51 | 879,340,201.92 |
3. Notes receivable
(1) Details
project | Closing balance | Initial number |
Bank acceptance bill | ||
Commercial Acceptance Bill | 100,000.00 | |
total | 100,000.00 |
(2) Provision for bad debts
Types | Closing balance | ||||
book balance | bad debt reserves | book value | |||
amount of money | Proportion (%) | amount of money | Provision Proportion (%) | ||
Provision for bad debts by combination | 100,000.00 | 100.00 | 100,000.00 | ||
Among them: bank acceptance bills | |||||
Commercial Acceptance Bill | 100,000.00 | 100.00 | 100,000.00 | ||
total | 100,000.00 | 100.00 | 100,000.00 |
4. Accounts receivable
(1) Age analysis
Aging of accounts | Closing book balance | Initial book balance |
Within 1 year | 46,635,449.13 | 71,406,321.18 |
1-2 years | 17,841,452.58 | 9,482,461.05 |
2-3 years | 8,345,221.16 | 7,444,786.11 |
3-4 years | 5,644,029.79 | 169,754.01 |
4-5 years | 46,903.69 | 3,027,934.33 |
More than 5 years | 21,078,733.20 | 18,050,798.87 |
total | 99,591,789.55 | 109,582,055.55 |
Less: Bad debt provision | 42,918,994.03 | 34,481,084.72 |
Total book value | 56,672,795.52 | 75,100,970.83 |
(2) Provision for bad debts
1) Details on categories
Types | Closing balance |
book balance
book balance | bad debt reserves | book value | |||
amount of money | Proportion (%) | amount of money | Provision Proportion (%) | ||
Individual provision for bad debts | 24,983,383.25 | 25.09 | 24,983,383.25 | 100.00 | - |
Provision for bad debts by combination | 74,608,406.30 | 74.91 | 17,935,610.78 | 24.04 | 56,672,795.52 |
total | 99,591,789.55 | 100.00 | 42,918,994.03 | 43.09 | 56,672,795.52 |
(Continued from the table above)
Types | Initial number | ||||
book balance | bad debt reserves | book value | |||
amount of money | Proportion (%) | amount of money | Provision Proportion (%) | ||
Individual provision for bad debts | 24,983,383.25 | 22.80 | 24,983,383.25 | 100.00 | |
Provision for bad debts by combination | 84,598,672.30 | 77.20 | 9,497,701.47 | 11.23 | 75,100,970.83 |
total | 109,582,055.55 | 100.00 | 34,481,084.72 | 31.47 | 75,100,970.83 |
2) Significant accounts receivable with provision made on an individual basis
Unit Name | Initial number | Closing balance | ||||
book balance | bad debt reserves | book balance | bad debt reserves | Provision ratio (%) | Basis for provision | |
Proxy import and export business payment | 11,574,556.00 | 11,574,556.00 | 11,574,556.00 | 11,574,556.00 | 100.00 | Expected irretrievable |
Long term unrecovered sales proceeds | 10,084,109.60 | 10,084,109.60 | 10,084,109.60 | 10,084,109.60 | 100.00 | Expected irretrievable |
Accounts receivable of hanging pin company | 2,314,755.46 | 2,314,755.46 | 2,314,755.46 | 2,314,755.46 | 100.00 | Expected irretrievable |
Other customer payments | 1,009,962.19 | 1,009,962.19 | 1,009,962.19 | 1,009,962.19 | 100.00 | Expected irretrievable |
Subtotals | 24,983,383.25 | 24,983,383.25 | 24,983,383.25 | 24,983,383.25 | 100.00 |
3) Accounts receivable with provision for bad debts made on a collective basis
project | Closing balance |
book balance
book balance | bad debt reserves | Provision ratio (%) | |
Accounts receivable from other customer combinations | 74,608,406.30 | 17,935,610.78 | 24.04 |
Subtotals | 74,608,406.30 | 17,935,610.78 | 24.04 |
(3) Changes in provision for bad debts
1)Details
project | Initial number | Current period change amount | Closing balance | |||
Provision | Withdrawal or reversal | Write off | other | |||
Individual provision for bad debts | 24,983,383.25 | 24,983,383.25 | ||||
Provision for bad debts by combination | 9,497,701.47 | 8,437,909.31 | 17,935,610.78 | |||
total | 34,481,084.72 | 8,437,909.31 | 42,918,994.03 |
(4) Details of the top 5 debtorswith largest balances of accounts receivable and contracted asset
Unit Name | Closing book balance | Proportion (%) of the total ending balance of accounts receivable and contract assets | Provision for bad debts of accounts receivable and provision for impairment of contract assets | ||
accounts receivable | Contract assets | Subtotals | |||
Shenzhen Hongteng Investment Management Co., Ltd | 11,867,873.64 | 895,261.55 | 12,763,135.19 | 9.69 | 11,894,731.49 |
Hubei Chuheng Real Estate Co., Ltd | 7,769,835.68 | 353,150.85 | 8,122,986.53 | 6.17 | 243,689.60 |
Shenzhen Construction Engineering Group Co., Ltd | 6,834,028.53 | 3,297,601.34 | 10,131,629.87 | 7.70 | 303,948.90 |
Jiangsu Huajian Construction Co., Ltd. Shenzhen Branch | 6,263,994.27 | 6,558,487.27 | 12,822,481.54 | 9.74 | 384,674.45 |
Shenzhen Guangming Construction First Construction Engineering Co., Ltd | 3,215,705.25 | 6,885,594.15 | 10,101,299.40 | 7.67 | 303,038.98 |
Unit Name
Unit Name | Closing book balance | Proportion (%) of the total ending balance of accounts receivable and contract assets | Provision for bad debts of accounts receivable and provision for impairment of contract assets | ||
accounts receivable | Contract assets | Subtotals | |||
total | 35,951,437.37 | 17,990,095.16 | 53,941,532.53 | 40.97 | 13,103,225.56 |
(5) Other remarks
As of December 31, 2024, the factoring balance of accounts receivable that have beentransferred but cannot be derecognized is RMB 4918250.30.
5. Advances paid
(1) Age analysis
Aging of accounts | Closing balance | Initial number | ||||||
book balance | Proportion (%) | impairment provision | book value | book balance | Proportion (%) | impairment provision | book value | |
Within 1 year | 1,100,322.58 | 91.61 | 1,100,322.58 | 12,271.61 | 3.00 | 12,271.61 | ||
1-2 years | 1,159.00 | 0.10 | 1,159.00 | |||||
2-3 years | 196,920.46 | 48.12 | 196,920.46 | |||||
More than 3 years | 99,624.63 | 8.29 | 99,624.63 | 200,000.00 | 48.88 | 200,000.00 | ||
total | 1,201,106.21 | 100.00 | - | 1,201,106.21 | 409,192.07 | 100.00 | 409,192.07 |
(2) Top 5 prepaid amounts
Unit Name | book balance | Accounting for prepaid funds Proportion of balance (%) |
Tianqi Hardware Fire Protection Trading Company, Longgang District, Shenzhen | 500,000.00 | 41.63 |
Shenzhen Power Supply Bureau Co., Ltd | 484,020.96 | 40.30 |
Huizhou Huiyang Power Supply Bureau of Guangdong Power Grid Co., Ltd | 98,840.29 | 8.23 |
Shenzhen Jili Cat Wood Products Co., Ltd | 81,368.58 | 6.77 |
Unit Name
Unit Name | book balance | Accounting for prepaid funds Proportion of balance (%) |
Shenzhen Hu Hongwei Building Materials Co., Ltd | 24,030.00 | 2.00 |
Subtotals | 1,188,259.83 | 98.93 |
6. Other receivables
(1) Other receivables categorized by nature
Nature of Payment | Closing book balance | Initial book balance |
Combination of accounts receivable from related parties | 161,393,309.25 | 161,393,309.25 |
Combination of accounts receivable from government departments | 3,019,837.72 | 165,460.00 |
Accounts receivable employee reserve fund combination | 533,912.40 | 841,714.00 |
Accounts receivable collection and payment combination | 787,071.98 | 360,901.91 |
Combination of other receivables and payables | 37,783,095.18 | 44,888,290.81 |
total | 203,517,226.53 | 207,649,675.97 |
Less: Bad debt provision | 196,079,185.70 | 191,755,939.69 |
Total book value | 7,438,040.83 | 15,893,736.28 |
(2) Age analysis
Aging of accounts | Closing book balance | Initial book balance |
Within 1 year | 4,132,917.44 | 6,047,963.14 |
1-2 years | 1,542,936.54 | 15,390,258.93 |
2-3 years | 12,060,828.62 | 103,956.68 |
3-4 years | 200.00 | |
4-5 years | 100.00 | |
More than 5 years | 185,780,543.93 | 186,107,197.22 |
total | 203,517,226.53 | 207,649,675.97 |
Less: Bad debt provision | 196,079,185.70 | 191,755,939.69 |
Total book value | 7,438,040.83 | 15,893,736.28 |
(3) Provision for bad debts
1) Details on categories
Types | Closing balance | ||||
book balance | bad debt reserves | book value | |||
amount of money | Proportion (%) | amount of money | Provision Proportion (%) | ||
Individual provision for bad debts | 190,176,205.84 | 93.44 | 189,807,225.64 | 99.81 | 368,980.20 |
Provision for bad debts by combination | 13,341,020.69 | 6.56 | 6,271,960.06 | 47.01 | 7,069,060.63 |
Subtotals | 203,517,226.53 | 100 | 196,079,185.70 | 96.35 | 7,438,040.83 |
(Continued from the table above)
Types | Initial number | ||||
book balance | bad debt reserves | book value | |||
amount of money | Proportion (%) | amount of money | Provision Proportion (%) | ||
Individual provision for bad debts | 191,444,224.06 | 92.20 | 191,075,243.86 | 99.81 | 368,980.20 |
Provision for bad debts by combination | 16,205,451.91 | 7.80 | 680,695.83 | 4.20 | 15,524,756.08 |
Subtotals | 207,649,675.97 | 100.00 | 191,755,939.69 | 92.35 | 15,893,736.28 |
2) Other receivables with significant single provision for bad debt reserves
Unit Name | Initial number | Closing balance | ||||
book balance | bad debt reserves | book balance | bad debt reserves | Provision ratio (%) | Basis for provision | |
Great Wall Canada (Vancouver) Limited | 89,035,748.07 | 89,035,748.07 | 89,035,748.07 | 89,035,748.07 | 100.00 | Expected irretrievable |
Baili Co., Ltd | 20,251,959.02 | 20,251,959.02 | 19,393,335.84 | 19,393,335.84 | 100.00 | Expected irretrievable |
Berkton Australia Limited | 12,559,290.58 | 12,559,290.58 | 12,559,290.58 | 12,559,290.58 | 100.00 | Expected irretrievable |
Guangdong Huizhou Luofushan Mineral Water | 10,465,168.81 | 10,465,168.81 | 10,465,168.81 | 10,465,168.81 | 100.00 | Expected irretrievable |
UnitName
Unit Name | Initial number | Closing balance | ||||
book balance | bad debt reserves | book balance | bad debt reserves | Provision ratio (%) | Basis for provision | |
Beverage Co., Ltd | ||||||
Xi'an Xinfeng Property Trading Co., Ltd | 8,419,205.19 | 8,419,205.19 | 8,419,205.19 | 8,419,205.19 | 100.00 | Expected irretrievable |
Shenzhen Shenxi Architectural Decoration Company | 7,660,529.37 | 7,660,529.37 | 7,660,529.37 | 7,660,529.37 | 100.00 | Expected irretrievable |
Beijing Shenfang Property Management Co., Ltd | 6,905,673.69 | 6,533,817.09 | 6,905,673.69 | 6,533,817.09 | 94.62 | Expected irretrievable |
Bao'an Shopping Mall | 6,343,030.65 | 6,343,030.65 | 6,343,030.65 | 6,343,030.65 | 100.00 | Expected irretrievable |
Shenzhen Nanyang Hotel Co., Ltd | 3,168,721.00 | 3,168,721.00 | 3,168,721.00 | 3,168,721.00 | 100.00 | Expected irretrievable |
Shenzhen Runhua Automobile Trading Company | 3,072,764.42 | 3,072,764.42 | 3,072,764.42 | 3,072,764.42 | 100.00 | Expected irretrievable |
Shenzhen Local Building Materials Company | 3,000,000.00 | 3,000,000.00 | 3,000,000.00 | 3,000,000.00 | 100.00 | Expected irretrievable |
Junxin and Company | 2,800,000.00 | 2,800,000.00 | 2,800,000.00 | 2,800,000.00 | 100.00 | Expected irretrievable |
Harbin Power District | 1,970,000.00 | 1,970,000.00 | 1,970,000.00 | 1,970,000.00 | 100.00 | Expected irretrievable |
UnitName
Unit Name | Initial number | Closing balance | ||||
book balance | bad debt reserves | book balance | bad debt reserves | Provision ratio (%) | Basis for provision | |
Xinle Feed Processing Factory | ||||||
New Mo Company | 1,868,735.45 | 1,868,735.45 | 1,868,735.45 | 1,868,735.45 | 100.00 | Expected irretrievable |
Subtotals | 177,520,826.25 | 177,148,969.65 | 176,662,203.07 | 176,290,346.47 | 99.79 |
3) Other receivables with combined provision for bad debts
Combination Name | Closing balance | ||
book balance | bad debt reserves | Provision ratio (%) | |
Combination of accounts receivable from related parties | |||
Combination of accounts receivable from government departments | 3,019,837.72 | ||
Accounts receivable employee reserve fund combination | 533,912.40 | ||
Accounts receivable collection and payment combination | 787,071.98 | ||
Combination of other receivables and payables | 9,000,198.59 | 6,271,960.06 | 69.69 |
Subtotals | 13,341,020.69 | 6,271,960.06 | 47.01 |
(4) Changes in bad debt provision
project | first phase | phase 2 | Third Stage | total |
Next 12 months Expected credit loss | Expected credit loss for the entire duration (no credit impairment has occurred) | Expected credit loss for the entire duration (credit impairment already occurred) | ||
Initial number | 177,917.80 | 374,179.82 | 191,203,842.07 | 191,755,939.69 |
Initial figures in this period | —— | —— | —— | |
--Entering the second stage |
project
project | first phase | phase 2 | Third Stage | total |
Next 12 months Expected credit loss | Expected credit loss for the entire duration (no credit impairment has occurred) | Expected credit loss for the entire duration (credit impairment already occurred) | ||
--Entering the third stage | ||||
--Return to the second stage | ||||
--Return to the first stage | ||||
Provision for this period | 31,641.72 | 483,529.49 | 515,171.21 | |
Withdrawal or reversal in this period | ||||
Verification in this period | ||||
Other changes | 3,808,074.80 | 3,808,074.80 | ||
Closing balance | 209,559.52 | 857,709.31 | 195,011,916.87 | 196,079,185.70 |
Provision ratio for bad debts at the end of the period (%) | 0.1 | 0.42 | 95.82 | 96.35 |
(5) Top 5 Other Accounts Receivable Amounts
Unit Name | Nature of Payment | Closing book balance | Account Age | Proportion of other receivables balance (%) | End of term bad debt provision |
Great Wall Canada (Vancouver) Limited | Related party transactions | 89,035,748.07 | More than 5 years | 43.75 | 89,035,748.07 |
Baili Co., Ltd | Related party transactions | 20,251,959.02 | More than 5 years | 9.95 | 20,251,959.02 |
Berkton Australia Limited | Related party transactions | 12,559,290.58 | More than 5 years | 6.17 | 12,559,290.58 |
Guangdong Huizhou Luofushan Mineral Water Beverage Co., Ltd | Related party transactions | 10,465,168.81 | More than 5 years | 5.14 | 10,465,168.81 |
Xi'an Xinfeng Property Trading | Related party | 8,419,205.19 | More than 5 | 4.14 | 8,419,205.19 |
Unit Name
Unit Name | Nature of Payment | Closing book balance | Account Age | Proportion of other receivables balance (%) | End of term bad debt provision |
Co., Ltd | transactions | years | |||
Subtotals | 140,731,371.67 | 69.15 | 140,731,371.67 |
7. Inventory
(1) Details
project | Closing balance | Initial number | ||||
book balance | Provision | book value | book balance | Provision | book value | |
development cost | 2,276,063,206.65 | 711,787,110.18 | 1,564,276,096.47 | 3,572,697,115.80 | 391,731,506.81 | 3,180,965,608.99 |
Product development | 2,127,137,511.58 | 54,807,711.11 | 2,072,329,800.47 | 733,935,274.64 | 733,935,274.64 | |
raw material | 49,504.00 | 49,504.00 | ||||
Finished goods | 273,224.31 | 38,891.91 | 234,332.40 | 304,426.24 | 38,891.91 | 265,534.33 |
total | 4,403,473,942.54 | 766,633,713.20 | 3,636,840,229.34 | 4,306,986,320.68 | 391,770,398.72 | 3,915,215,921.96 |
(2) Provision for inventory depreciation
1) Details
project | Initial number | Increase in this period | Decrease in this period | Closing balance | ||
Provision | other | Return or sale | other | |||
development cost | 391,731,506.81 | 320,055,603.37 | 711,787,110.18 | |||
Product development | 54,807,711.11 | 54,807,711.11 | ||||
Finished goods | 38,891.91 | 38,891.91 | ||||
total | 391,770,398.72 | 374,863,314.48 | 766,633,713.20 |
2) The specific basis for determining the net realizable value and the reasons for the reversal orcancellation of inventory impairment provisions in the current period
project | Determine the net realizable value The specific basis | Reverse inventory depreciation Reasons for Preparation | Decrease in resale inventory value Reasons for Preparation |
development cost
development cost | The estimated selling price of inventory minus the estimated costs to be incurred until completion, estimated sales expenses, and related taxes and fees | The net realizable value of inventory for which provision for inventory impairment has been made in previous periods has increased | Inventory consumption/sale for which provision for inventory impairment has been made in this period |
Product development | Determine the net realizable value by subtracting the estimated selling price of the related development product from the product cost, estimated sales expenses, and related taxes | The net realizable value of inventory for which provision for inventory impairment has been made in previous periods has increased | Inventory consumption/sale for which provision for inventory impairment has been made in this period |
Finished goods | Determine the net realizable value by subtracting the estimated selling price of the relevant inventory goods from the product cost, estimated sales expenses, and related taxes | The net realizable value of inventory for which provision for inventory impairment has been made in previous periods has increased | Inventory consumption/sale for which provision for inventory impairment has been made in this period |
(3) Capitalization of borrowing costs
project | The ending balance includes Capitalized amount of borrowing costs | Calculation standards and basis for capitalization amount |
Shenfang Linxin Garden | 40,384,162.95 | Calculate according to the interest rate stipulated in the loan contract |
Deep Room Bright Inside | 5,016,736.09 | Calculate according to the interest rate stipulated in the loan contract |
Subtotals | 45,400,899.04 |
(4) Other instructions
1) Inventory - Development Costs
project name | Commencement time | Expected completion time | Expected total investment (10000 yuan) | Opening balance | ending balance | End of term provision for price decline |
Shenfang Linxin Garden | In 2021 | 300,000.00 | 2,310,161,672.58 | 2,247,771,298.55 | 711,787,110.18 | |
Deep Room Bright Inside | In 2022 | 2024 | 152,060.00 | 1,234,243,535.11 |
ShantouXinfengBuilding
Shantou Xinfeng Building | 28,291,908.11 | 28,291,908.10 | ||||
subtotal | 452,060.00 | 3,572,697,115.80 | 2,276,063,206.65 | 711,787,110.18 |
2) Inventory - Developed Products
project name | Time for Completion | Opening balance | Increase in this period | Decrease in this period | ending balance | End of term decline Price preparation |
Shenzhen Guangming Lane | 2024 | 1,518,438,771.54 | 85,967,140.96 | 1,432,471,630.58 | ||
Tianyue Bay Phase II | 2021 | 464,226,283.22 | 22,825,658.12 | 441,400,625.10 | 29,086,610.00 | |
Tianyue Bay Phase I | 2017 | 198,499,941.34 | 7,360,561.54 | 191,139,379.80 | 24,949,281.00 | |
Jinye Island Haitian Pavilion Multi story Apartment | 1997 | 39,734,763.87 | 264,770.17 | 39,999,534.04 | 771,820.11 | |
Shenfang Cuilin Garden | 2018 | 17,044,647.25 | 9,347,944.15 | 7,696,703.10 | ||
Yuejing Oriental Project | 2014 | 6,121,027.07 | 6,121,027.07 | |||
Golden Leaf Island Phase 10 | 2010 | 5,641,278.54 | 5,641,278.54 | |||
Golden Leaf Island Phase 11 | 2008 | 2,222,776.30 | 2,222,776.30 | |||
Beijing Xinfeng Building | 304,557.05 | 304,557.05 | ||||
Whampoa Estate | 140,000.00 | 140,000.00 | ||||
subtotal | 733,935,274.64 | 1,518,703,541.71 | 125,501,304.77 | 2,127,137,511.58 | 54,807,711.11 |
8. Contract assets
(1) Details
project | Closing balance | Initial number | ||||
book balance | impairment provision | book value | book balance | impairment provision | book value | |
Completed | 32,059,525.05 | 1,170,801.96 | 30,888,723.09 | 28,198,553.53 | 845,956.61 | 27,352,596.92 |
project
project | Closing balance | Initial number | ||||
book balance | impairment provision | book value | book balance | impairment provision | book value | |
but unsettled project funds | ||||||
total | 32,059,525.05 | 1,170,801.96 | 30,888,723.09 | 28,198,553.53 | 845,956.61 | 27,352,596.92 |
(2) Details on provision for impairment
1) Details on categories
Types | Closing balance | ||||
book balance | impairment provision | book value | |||
amount of money | Proportion (%) | amount of money | Provision Proportion (%) | ||
Provision for impairment by combination | 32,059,525.05 | 100.00 | 1,170,801.96 | 3.65 | 30,888,723.09 |
total | 32,059,525.05 | 100.00 | 1,170,801.96 | 3.65 | 30,888,723.09 |
(Continued from the table above)
Types | Initial number | ||||
book balance | impairment provision | book value | |||
amount of money | Proportion (%) | amount of money | Provision Proportion (%) | ||
Provision for impairment by combination | 28,198,553.53 | 100.00 | 845,956.61 | 3.00 | 27,352,596.92 |
total | 28,198,553.53 | 100.00 | 845,956.61 | 3.00 | 27,352,596.92 |
2) Contract assets with combined provision for impairment
project | Closing balance | ||
book balance | impairment provision | Provision ratio (%) | |
Engineering construction combination | 32,059,525.05 | 1,170,801.96 | 3.65 |
Subtotals | 32,059,525.05 | 1,170,801.96 | 3.65 |
(3) Changes in impairment provision
project | Initial number | Current period change amount | Closing balance | |||
Provision | Withdrawal or reversal | Resale/write off | other | |||
Provision for impairment | 845,956.61 | 324,845.35 | 1,170,801.96 |
project
project | Initial number | Current period change amount | Closing balance | |||
Provision | Withdrawal or reversal | Resale/write off | other | |||
by combination | ||||||
total | 845,956.61 | 324,845.35 | 1,170,801.96 |
9. Other current assets
(1) Details
project | Closing balance | Initial number | ||||
book balance | impairment provision | book value | book balance | impairment provision | book value | |
advance payment of income tax | 63,654,695.18 | 63,654,695.18 | 6,212,008.00 | 6,212,008.00 | ||
Prepaid value-added tax | 41,955,887.75 | 41,955,887.75 | 1,974,376.95 | 1,974,376.95 | ||
Prepay land value-added tax | 28,100,310.83 | 28,100,310.83 | 3,472,045.32 | 3,472,045.32 | ||
Input tax to be deducted | 9,375,930.68 | 9,375,930.68 | 64,189,088.61 | 64,189,088.61 | ||
Contract acquisition cost | 6,508,438.39 | 6,508,438.39 | 6,815,071.01 | 6,815,071.01 | ||
Prepaid urban construction tax and surcharges | 4,587,785.46 | 4,587,785.46 | 4,251,916.57 | 4,251,916.57 | ||
other | 8,975.57 | 8,975.57 | 260,756.60 | 260,756.60 | ||
Total | 154,192,023.86 | 154,192,023.86 | 87,175,263.06 | 87,175,263.06 |
(2) Contract acquisition cost
project | Initial number | Increase in this period | Amortization for this period | Provision for impairment in this period | Closing balance |
Deep Room Bright Inside | 5,417,176.01 | 61,225.87 | 367,858.49 | 5,110,543.39 | |
Lin Xinyuan | 1,397,895.00 | 1,397,895.00 | |||
Subtotals | 6,815,071.01 | 61,225.87 | 367,858.49 | 6,508,438.39 |
10. Long-term equity investments
(1) Categories
project | Closing balance | Initial number | ||||
book balance | impairment provision | book value | book balance | impairment provision | book value | |
Investment in joint ventures | 19,424,671.47 | 19,424,671.47 | 19,424,671.47 | 19,424,671.47 | ||
Investment in joint ventures | 32,898,465.09 | 32,898,465.09 | 32,898,465.09 | 32,898,465.09 | ||
others | 167,761,564.39 | 167,761,564.39 | 167,761,564.39 | 167,761,564.39 | ||
total | 220,084,700.95 | 220,084,700.95 | 220,084,700.95 | 220,084,700.95 |
(2) Details
The invested entity | Initial number | Changes in this period | ||||
book value | impairment provision | make an additional investment | Reduce investment | Investment gains and losses recognized under the equity method | Other comprehensive Income adjustment | |
joint venture | ||||||
Guangdong Huizhou Luofushan Mineral Water Beverage Co., Ltd | 9,969,206.09 | |||||
Fengkai Xinghua Hotel | 9,455,465.38 | |||||
Subtotals | 19,424,671.47 | |||||
joint venture | ||||||
Shenzhen Ronghua Electromechanical Engineering Co., Ltd | 1,076,954.64 | |||||
Shenzhen Runhua Automobile Trading Company | 1,445,425.56 | |||||
Dongyi Real Estate Co., Ltd | 30,376,084.89 | |||||
Subtotals | 32,898,465.09 |
The investedentity
The invested entity | Initial number | Changes in this period | ||||
book value | impairment provision | make an additional investment | Reduce investment | Investment gains and losses recognized under the equity method | Other comprehensive Income adjustment | |
others | ||||||
Baili Co., Ltd | 201,100.00 | |||||
Berkton Corporation, Australia | 906,630.00 | |||||
Shenzhen Shenfang Department Store Co., Ltd | 10,000,000.00 | |||||
Shantou Xinfeng Building | 58,547,652.25 | |||||
Lianfeng Cement Manufacturing in Fengkai County, Guangdong Province | 56,228,381.64 | |||||
Jiangmen Xinjiang Real Estate Co., Ltd | 9,037,070.89 | |||||
Xi'an Xinfeng Property Trading Co., Ltd | 32,840,729.61 | |||||
Subtotals | 167,761,564.39 | |||||
total | 220,084,700.95 |
(Continued from the table above)
The invested entity | Changes in this period | Closing balance | ||||
Other equity changes | Declare the distribution of cash dividends or profits | Provision for impairment | other | book value | impairment provision | |
joint venture | ||||||
Guangdong Huizhou | 9,969,206.09 |
The investedentity
The invested entity | Changes in this period | Closing balance | ||||
Other equity changes | Declare the distribution of cash dividends or profits | Provision for impairment | other | book value | impairment provision | |
Luofushan Mineral Water Beverage Co., Ltd | ||||||
Fengkai Xinghua Hotel | 9,455,465.38 | |||||
Subtotals | 19,424,671.47 | |||||
joint venture | ||||||
Shenzhen Ronghua Electromechanical Engineering Co., Ltd | 1,076,954.64 | |||||
Shenzhen Runhua Automobile Trading Company | 1,445,425.56 | |||||
Dongyi Real Estate Co., Ltd | 30,376,084.89 | |||||
Subtotals | 32,898,465.09 | |||||
others | ||||||
Baili Co., Ltd | 201,100.00 | |||||
Berkton Corporation, Australia | 906,630.00 | |||||
Shenzhen Shenfang Department Store Co., Ltd | 10,000,000.00 | |||||
Shantou Xinfeng Building | 58,547,652.25 | |||||
Lianfeng Cement Manufacturing in Fengkai County, Guangdong Province | 56,228,381.64 | |||||
Jiangmen Xinjiang Real | 9,037,070.89 |
The investedentity
The invested entity | Changes in this period | Closing balance | ||||
Other equity changes | Declare the distribution of cash dividends or profits | Provision for impairment | other | book value | impairment provision | |
Estate Co., Ltd | ||||||
Xi'an Xinfeng Property Trading Co., Ltd | 32,840,729.61 | |||||
Subtotals | 167,761,564.39 | |||||
total | 220,084,700.95 |
Note: The equity accounted for in other equity investments is the equity of a subsidiary of thecompany that is not included in the consolidation scope. This subsidiary may have completed therevocation process, but the company has not written off its long-term equity investments or ceasedoperations many years ago, and the company entity no longer exists. The company is unable toeffectively control it. Please refer to Note 6 for specific details
11. Other equity instrument investments
project | Initial number | Changes in this period | |||
make an additional investment | Reduce investment | Gains and losses recognized in other comprehensive income for the current period | other | ||
Shantou Small and Medium sized Enterprise Financing Guarantee Co., Ltd | 14,324,411.35 | 372,929.83 | |||
total | 14,324,411.35 | 372,929.83 |
(Continued from the table above)
project | Closing balance | Dividend income recognized in this period | Accumulated gains and losses recognized in other comprehensive income at the end of this period |
Shantou Small and Medium sized Enterprise Financing | 14,697,341.18 | 777,600.00 | 6,408,705.61 |
project
project | Closing balance | Dividend income recognized in this period | Accumulated gains and losses recognized in other comprehensive income at the end of this period |
Guarantee Co., Ltd | |||
total | 14,697,341.18 | 777,600.00 | 6,408,705.61 |
12. Investment property
project | Houses and buildings | land-use right | total |
Original book value | |||
Initial number | 1,044,744,895.39 | 109,170,407.59 | 1,153,915,302.98 |
Increased amount in this period | 1,368,720.31 | 1,636,931.86 | 3,005,652.17 |
1) Outsourcing | |||
2) Other (exchange rate fluctuations) | 1,368,720.31 | 1,636,931.86 | 3,005,652.17 |
Decreased amount in this period | 3,176,542.73 | 3,176,542.73 | |
1) Disposal | 3,176,542.73 | 3,176,542.73 | |
2) Other transfers out | |||
Closing balance | 1,042,937,072.97 | 110,807,339.45 | 1,153,744,412.42 |
Accumulated depreciation and accumulated amortization | |||
Initial number | 508,643,374.73 | 508,643,374.73 | |
Increased amount in this period | 26,203,509.64 | 26,203,509.64 | |
1) Provision or amortization | 25,304,981.05 | 25,304,981.05 | |
2) Other (exchange rate fluctuations) | 898,528.59 | 898,528.59 | |
Decreased amount in this period | 2,020,271.90 | 2,020,271.90 | |
1) Disposal | 2,020,271.90 | 2,020,271.90 | |
2) Other transfers out | |||
Closing balance | 532,826,612.47 | 532,826,612.47 |
project
project | Houses and buildings | land-use right | total |
impairment provision | |||
Initial number | 14,128,544.62 | 89,601,247.46 | 103,729,792.08 |
Increased amount in this period | 1,343,506.36 | 1,343,506.36 | |
1) Provision | |||
2) Other (exchange rate fluctuations) | 1,343,506.36 | 1,343,506.36 | |
Decreased amount in this period | 80,615.03 | 80,615.03 | |
1) Disposal | 80,615.03 | 80,615.03 | |
2) Other transfers out | |||
Closing balance | 14,047,929.59 | 90,944,753.82 | 104,992,683.41 |
book value | |||
Closing book value | 496,062,530.91 | 19,862,585.63 | 515,925,116.54 |
Initial book value | 521,972,976.04 | 19,569,160.13 | 541,542,136.17 |
13. Fixed assets
project | Houses and buildings | Transportation equipment | Electronic devices and others | total |
Original book value | ||||
Initial number | 100,422,074.10 | 7,115,129.61 | 8,083,418.39 | 115,620,622.10 |
Increased amount in this period | - | 376,600.00 | 362,801.36 | 739,401.36 |
1) Purchase | 376,600.00 | 362,801.36 | 739,401.36 | |
2) Other additions | - | |||
Decreased amount in this period | 454,163.00 | 100,612.00 | 554,775.00 | |
1) Disposal or scrapping | 454,163.00 | 100,612.00 | 554,775.00 | |
2) Other reductions | ||||
Closing balance | 99,967,911.10 | 7,491,729.61 | 8,345,607.75 | 115,805,248.46 |
Accumulated depreciation | ||||
Initial number | 83,816,391.64 | 5,821,431.05 | 6,054,749.64 | 95,692,572.33 |
project
project | Houses and buildings | Transportation equipment | Electronic devices and others | total |
Increased amount in this period | 2,164,937.53 | 231,936.77 | 433,449.88 | 2,830,324.18 |
1) Provision | 2,164,937.53 | 231,936.77 | 433,449.88 | 2,830,324.18 |
2) Other additions | ||||
Decreased amount in this period | 130,072.99 | 76,782.63 | 206,855.62 | |
1) Disposal or scrapping | 130,072.99 | 76,782.63 | 206,855.62 | |
2) Other reductions | ||||
Closing balance | 85,851,256.18 | 6,053,367.82 | 6,411,416.89 | 98,316,040.89 |
impairment provision | ||||
Initial number | ||||
Increased amount in this period | ||||
1) Provision | ||||
2) Other additions | ||||
Decreased amount in this period | ||||
1) Disposal or scrapping | ||||
2) Other reductions | ||||
Closing balance | ||||
book value | ||||
Closing book value | 14,116,654.92 | 1,438,361.79 | 1,934,190.86 | 17,489,207.57 |
Initial book value | 16,605,682.46 | 1,293,698.56 | 2,028,668.75 | 19,928,049.77 |
14. Right-of-use assets
project | Houses and buildings | total |
Original book value | ||
Initial number | 431,779.61 | 431,779.61 |
Increased amount in this period | ||
1) Rent in |
project
project | Houses and buildings | total |
Decreased amount in this period | 431,779.61 | 431,779.61 |
1) Disposal | 431,779.61 | 431,779.61 |
Closing balance | 431,779.61 | |
Accumulated depreciation | ||
Initial number | 332,138.13 | 332,138.13 |
Increased amount in this period | 99,641.48 | 99,641.48 |
1) Provision | 99,641.48 | 99,641.48 |
Decreased amount in this period | 431,779.61 | 431,779.61 |
1) Disposal | 431,779.61 | 431,779.61 |
Closing balance | ||
impairment provision | ||
Initial number | ||
Increased amount in this period | ||
1) Provision | ||
Decreased amount in this period | ||
1) Disposal | ||
Closing balance | ||
book value | ||
Closing book value | ||
Initial book value | 99,641.48 | 99,641.48 |
15. Intangible assets
project | software | total |
Original book value | ||
Initial number | 2,192,000.00 | 2,192,000.00 |
Increased amount in this period | ||
1) Purchase | ||
Decreased amount in this period | ||
1) Disposal |
project
project | software | total |
Closing balance | 2,192,000.00 | 2,192,000.00 |
accumulated amortization | ||
Initial number | 2,192,000.00 | 2,192,000.00 |
Increased amount in this period | ||
1) Provision | ||
Decreased amount in this period | ||
1) Disposal | ||
Closing balance | 2,192,000.00 | 2,192,000.00 |
impairment provision | ||
Initial number | ||
Increased amount in this period | ||
1) Provision | ||
Decreased amount in this period | ||
1) Disposal | ||
Closing balance | ||
book value | ||
Closing book value | ||
Initial book value |
16. Long-term prepayments
project | Initial number | Increase in this period | Amortization for this period | Other decreases | Closing balance |
Decoration cost | 1,309,140.94 | 808,132.01 | 538,965.12 | 1,578,307.83 | |
other | 289,164.62 | 147,560.73 | 141,603.89 | ||
total | 1,598,305.56 | 808,132.01 | 686,525.85 | 1,719,911.72 |
17. Deferred tax assets and deferred tax liabilities
(1) Deferred tax assets before offset
project | Closing balance | Initial number |
DeductibleTemporarydifferences
Deductible Temporary differences | defer Income tax assets | Deductible Temporary differences | defer Income tax assets | |
Impairment of Assets | 17,887,164.32 | 4,471,791.08 | 16,963,840.11 | 4,225,272.58 |
Deductible losses | 34,153,954.30 | 8,538,488.58 | 43,152,112.49 | 10,788,028.12 |
Provision for Land Value Added Tax | 2,140,368.96 | 535,092.24 | ||
Unrealized profits from internal transactions | 78,405,738.36 | 19,601,434.58 | 80,397,191.40 | 20,099,297.85 |
Contract estimated cost | 3,839,130.81 | 959,782.70 | 2,660,481.88 | 665,120.47 |
total | 134,285,987.79 | 33,571,496.94 | 145,313,994.84 | 36,312,811.26 |
(2) Unreset deferred income tax liabilities
project | Closing balance | Initial number | ||
taxable Temporary differences | defer Income tax liabilities | taxable Temporary differences | defer Income tax liabilities | |
Changes in fair value of trading financial assets | 7,824,348.72 | 1,956,087.18 | ||
Unfired interest | 2,340,498.77 | 585,124.68 | 1,901,506.08 | 475,376.52 |
Changes in fair value of other equity instrument investments | 2,697,341.18 | 674,335.30 | 2,324,411.36 | 581,102.84 |
total | 5,037,839.95 | 1,259,459.98 | 12,050,266.16 | 3,012,566.54 |
(3) Details of unconfirmed deferred tax assets
project | Closing balance | Initial number |
deductable temporary difference | 1,313,992,914.93 | 927,951,667.74 |
Deductible losses | 94,399,508.95 | 68,296,307.42 |
total | 1,408,392,423.88 | 996,247,975.16 |
(4) The deductible losses of unconfirmed deferred tax assets will expire in the following years
particular year | Closing balance | Initial number | notes |
2024 | 688,456.49 |
particular year
particular year | Closing balance | Initial number | notes |
2025 | 1,629.25 | 1,629.25 | |
2026 | 346,891.06 | 346,891.06 | |
2027 | 48,904,614.38 | 48,904,614.38 | |
2028 | 18,354,716.24 | 18,354,716.24 | |
2029 | 26,791,658.02 | ||
total | 94,399,508.95 | 68,296,307.42 |
18. Assets with title or use right restrictions
(1) Details
1) Details on assets with restrictions at the balance sheet date
project | Closing book balance | Closing book value | limited type | Reason for restriction |
Monetary funds | 5,817,217.78 | 5,817,217.78 | detain | Construction funds for public facilities within and around the Longgang District urban renewal project in Shenzhen; Land reclamation cost of Shenfang Guangmingli project |
Monetary funds | 2,306,548.48 | 2,306,548.48 | freeze | Litigation freeze |
Monetary funds | 50,155.58 | 50,155.58 | detain | Construction deposit |
Monetary funds | 158,549.08 | 158,549.08 | detain | Stop payment, suspend account |
accounts receivable | 4,918,250.30 | 4,770,702.79 | pledge | Short term loan pledge |
inventory | 234,599,800.76 | 161,509,611.70 | Litigation preservation | Supplier litigation preservation |
Investment real estate | 137,329,055.83 | 38,505,029.10 | mortgage | Loan Mortgage |
total | 385,179,577.81 | 213,117,814.51 |
2) Initial asset restrictions
project | Closing book balance | Closing book value | limited type | Reason for restriction |
project
project | Closing book balance | Closing book value | limited type | Reason for restriction |
Monetary funds | 5,817,217.78 | 5,817,217.78 | detain | Construction funds for public facilities within and around the Longgang District urban renewal project in Shenzhen; Land reclamation cost of Shenfang Guangmingli project |
Monetary funds | 5,943,085.18 | 5,943,085.18 | freeze | Litigation freeze |
Monetary funds | 50,000.00 | 50,000.00 | detain | Construction deposit |
Monetary funds | 62,552.52 | 62,552.52 | detain | Stop payment, suspend account |
accounts receivable | 27,890,361.58 | 27,890,361.58 | pledge | Short term loan pledge |
Investment real estate | 103,165,591.84 | 44,297,197.87 | mortgage | Loan Mortgage |
total | 142,928,808.90 | 84,060,414.93 |
19. Short-term borrowings
project | Closing balance | Initial number |
Factoring | 1,563,000.00 | 3,550,000.00 |
total | 1,563,000.00 | 3,550,000.00 |
20. Accounts payable
(1) Details
project | Closing balance | Initial number |
Engineering material procurement and construction procurement funds | 450,147,073.38 | 442,529,992.29 |
other | 14,341,908.92 | 729,776.49 |
total | 464,488,982.30 | 443,259,768.78 |
(2) Important accounts payable with an aging of over 1 year
project | Closing balance | Reasons for non repayment or carryover |
project
project | Closing balance | Reasons for non repayment or carryover |
China Railway Erju Group Corporation | 41,216,237.77 | Not yet settled |
Huizhou Jinlongsheng Industrial Co., Ltd | 84,950,000.00 | Not yet settled |
Huizhou Huiyang Hongfa Industry and Trade Co., Ltd | 50,350,000.00 | Not yet settled |
Huizhou Mingxiang Economic Information Consulting Co., Ltd | 41,851,375.00 | Not yet settled |
Guangzhou Mingji Construction Co., Ltd | 12,572,856.16 | Not yet settled |
Subtotals | 230,940,468.93 |
21. Advances received
project | Closing balance | Initial number |
rent | 1,398,988.78 | |
other | 420,724.30 | |
total | 1,398,988.78 | 420,724.30 |
22. Contract liabilities
(1) Details
project | Closing balance | Initial number |
Prepaid sales proceeds | 1,284,864,387.02 | 1,290,868,600.78 |
Advance payment for engineering projects | 8,705,289.17 | 172,464.62 |
other | 4,576,556.16 | 407,525.88 |
total | 1,298,146,232.35 | 1,291,448,591.28 |
(2) Important contract liabilities with an aging of over 1 year
project | Closing balance | Reason for not carrying forward |
Deep Room Bright Inside | 1,247,568,338.53 | The handover of the property has not been completed with the owner yet |
total | 1,247,568,338.53 |
(3) Collection status of pre-sale properties for important projects
project name
project name | Closing balance | Initial number | Time for Completion | Residential signing ratio (%) |
Deep Room Bright Inside | 1,270,976,624.80 | 1,247,568,338.53 | At the end of 2024 | 99.19 |
Subtotals | 1,270,976,624.80 | 1,247,568,338.53 |
23. Employee benefits payable
(1) Details
project | Initial number | Increase in this period | Decrease in this period | Closing balance |
Short term salary | 22,194,258.15 | 69,233,244.39 | 68,984,279.66 | 22,443,222.88 |
Post employment benefits - defined contribution plan | 52,759.21 | 9,647,408.70 | 9,644,022.50 | 56,145.41 |
total | 22,247,017.36 | 78,880,653.09 | 78,628,302.16 | 22,499,368.29 |
(2) Short term salary details
project | Initial number | Increase in this period | Decrease in this period | Closing balance |
Salary, bonuses, allowances, and subsidies | 21,950,880.02 | 57,640,964.51 | 57,426,676.00 | 22,165,168.53 |
Employee welfare expenses | 150,000.00 | 2,626,688.83 | 2,776,688.83 | - |
Social insurance premiums | 2,608,605.39 | 2,608,605.39 | ||
Among them: Medical insurance premiums | 2,238,417.40 | 2,238,417.40 | ||
Work injury insurance premium | 163,443.46 | 163,443.46 | ||
Maternity insurance premium | 206,744.53 | 206,744.53 | ||
Employment Security Fund for Persons with Disabilities | 23,777.78 | 23,777.78 | ||
Housing Provident Fund | 4,580,020.70 | 4,580,020.70 | ||
Union funds and employee education funds | 93,378.13 | 1,753,187.18 | 1,568,510.96 | 278,054.35 |
Subtotals | 22,194,258.15 | 69,233,244.39 | 68,984,279.66 | 22,443,222.88 |
(3) Set the details of the withdrawal plan
project | Initial number | Increase in this period | Decrease in this period | Closing balance |
basic pension insurance | 6,234,606.90 | 6,234,606.90 | ||
Unemployment insurance premium | 354,727.78 | 354,727.78 | ||
Enterprise annuity payment | 52,759.21 | 3,058,074.02 | 3,054,687.82 | 56,145.41 |
Subtotals | 52,759.21 | 9,647,408.7 | 9,644,022.5 | 56,145.41 |
24. Taxes and rates payable
project | Closing balance | Initial number |
value added tax | 1,926,338.10 | 6,952,681.57 |
corporate income tax | 15,240,318.16 | 25,379,573.98 |
Withholding and paying personal income tax on behalf of others | 2,614,360.35 | 666,822.33 |
urban maintenance and construction tax | 1,231,330.83 | 1,379,662.47 |
land-value increment tax | 4,645,184.15 | 4,646,137.48 |
Property tax | 352,632.19 | 250,796.18 |
Education surcharges | 868,224.47 | 592,022.63 |
Local Education Surcharge | 546,470.88 | 382,272.44 |
other | 129,950.88 | 659,017.40 |
total | 27,554,810.01 | 40,908,986.48 |
25. Other payable
(1) Details
project | Closing balance | Initial number |
interest payable | 16,535,277.94 | 16,535,277.94 |
Other payables | 544,481,375.22 | 537,933,951.65 |
total | 561,016,653.16 | 554,469,229.59 |
(2) Payable interest
1) Details
project | Closing balance | Initial number |
Non financial institution loan interest (payable to parent company interest) | 16,535,277.94 | 16,535,277.94 |
project
project | Closing balance | Initial number |
Subtotals | 16,535,277.94 | 16,535,277.94 |
2) Important overdue and unpaid interest situations
Borrower Unit | Overdue amount | Reason for overdue |
Shenzhen Investment Holding Co., Ltd | 16,535,277.94 | Not yet paid |
Subtotals | 16,535,277.94 |
(3) Other payables
1) Details
project | Closing balance | Initial number |
Non related party transactions | 177,773,291.96 | 177,620,294.46 |
Related party transactions | 234,015,438.99 | 234,129,312.99 |
deposit | 25,941,548.11 | 27,861,196.50 |
other | 106,751,096.16 | 98,323,147.70 |
Subtotals | 544,481,375.22 | 537,933,951.65 |
2) Other important payables with an aging of over 1 year
project | Closing balance | Reasons for non repayment or carryover |
Guangzhou BoPi Enterprise Management Consulting Co., Ltd | 206,903,717.13 | Not yet settled |
Huizhou Guirong Investment Information Consulting Co., Ltd | 102,197,564.38 | Not yet settled |
Huizhou Huiyang Hongfa Industry and Trade Co., Ltd | 26,894,095.89 | Not yet settled |
Huizhou Mingxiang Economic Information Consulting Co., Ltd | 26,131,960.68 | Not yet settled |
Subtotals | 362,127,338.08 |
26. Non-current liabilities due within one year
project | Closing balance | Initial number |
Long-term loans due within one year | 33,888,347.83 | 34,001,293.81 |
Lease liabilities due within one year | 55,054.12 | |
total | 33,888,347.83 | 34,056,347.93 |
27. Other current liabilities
project
project | Closing balance | Initial number |
Pending output tax amount | 114,948,818.17 | 115,574,168.18 |
Factoring | 3,355,250.30 | 20,790,361.58 |
total | 118,304,068.47 | 136,364,529.76 |
28. Long-term borrowings
project | Closing balance | Initial number |
mortgage loan | 96,162,025.65 | 213,433,144.83 |
Less: Long term loans due within one year | 33,888,347.83 | 34,001,293.81 |
total | 62,273,677.82 | 179,431,851.02 |
29. Lease liabilities
project | Closing balance | Initial number |
lease accounts payable | 55,054.12 | |
Less: Lease liabilities due within one year | 55,054.12 | |
total |
30. Share capital
project | Initial number | Changes in current period (decrease indicated by "-") | Closing balance | ||||
issue New stock | stock dividend | Conversion of housing provident fund into shares | other | subtotal | |||
Total number of shares | 1,011,660,000.00 | 1,011,660,000.00 |
31. Capital reserve
project | Initial number | Increase in this period | Decrease in this period | Closing balance |
Capital premium (equity | 557,433,036.93 | 557,433,036.93 |
project
project | Initial number | Increase in this period | Decrease in this period | Closing balance |
premium) | ||||
Other capital reserve | 420,811,873.18 | 420,811,873.18 | ||
total | 978,244,910.11 | 978,244,910.11 |
32. Other comprehensive income (OCI)
project | Initial number | Current amount incurred | Closing balance | |||||
Net amount after tax of other comprehensive income | Less: previously included in other comprehensive income, transferred to retained earnings in the current period (after tax attributable to the parent company) | |||||||
Amount before income tax for this period | Less: previously included in other comprehensive income, transferred to profit or loss in the current period | Less: Income tax expenses | After tax attribution to the parent company | After tax attribution to minority shareholders | ||||
Other comprehensive income that cannot be reclassified into profit or loss | 2,159,512.75 | 372,929.84 | 93,232.46 | 279,697.38 | 2,439,210.13 | |||
Among them: Re measuring the amount of changes in the defined benefit plan | ||||||||
Other comprehensive income that cannot be converted to profit or loss under the equity method | ||||||||
Changes in fair value of other equity instrument investments | 2,159,512.75 | 372,929.84 | 93,232.46 | 279,697.38 | 2,439,210.13 |
project
project | Initial number | Current amount incurred | Closing balance | |||||
Net amount after tax of other comprehensive income | Less: previously included in other comprehensive income, transferred to retained earnings in the current period (after tax attributable to the parent company) | |||||||
Amount before income tax for this period | Less: previously included in other comprehensive income, transferred to profit or loss in the current period | Less: Income tax expenses | After tax attribution to the parent company | After tax attribution to minority shareholders | ||||
Changes in fair value of enterprise's own credit risk | ||||||||
Reclassify other comprehensive income into profit or loss | 23,159,946.69 | -3,439,565.83 | -2,538,740.51 | -900,825.32 | 20,621,206.18 | |||
Among them: Other comprehensive income convertible into profit or loss under the equity method | ||||||||
Changes in fair value of other debt investments | ||||||||
The amount of reclassified financial assets included in other comprehensive income | ||||||||
Provision for credit impairment of other debt investments | ||||||||
Cash flow hedging reserve |
project
project | Initial number | Current amount incurred | Closing balance | |||||
Net amount after tax of other comprehensive income | Less: previously included in other comprehensive income, transferred to retained earnings in the current period (after tax attributable to the parent company) | |||||||
Amount before income tax for this period | Less: previously included in other comprehensive income, transferred to profit or loss in the current period | Less: Income tax expenses | After tax attribution to the parent company | After tax attribution to minority shareholders | ||||
Translation difference of foreign currency financial statements | 23,159,946.69 | -3,439,565.83 | -2,538,740.51 | -900,825.32 | 20,621,206.18 | |||
Total other comprehensive income | 25,319,459.44 | -3,066,635.99 | 93,232.46 | -2,259,043.13 | -900,825.32 | 23,060,416.31 |
33. Surplus reserve
project | Initial number | Increase in this period | Decrease in this period | Closing balance |
statutory surplus reserve | 275,253,729.26 | 275,253,729.26 | ||
total | 275,253,729.26 | 275,253,729.26 |
34. Undistributed profits
project | Number of this issue | Number of the same period last year |
Undistributed profit at the end of the previous period before adjustment | 1,400,604,385.39 | 1,713,155,187.48 |
Adjust the total amount of undistributed profits at the beginning of the period (increase+, decrease -) | ||
Adjust the initial undistributed profits in the later stage | 1,400,604,385.39 | 1,713,155,187.48 |
Add: Net profit attributable to the owners of the parent company for the current period | -176,710,947.65 | -250,839,542.09 |
Less: Withdrawal of statutory surplus reserve |
project
project | Number of this issue | Number of the same period last year |
Common Stock dividends payable | 61,711,260.00 | |
other | ||
ending | 1,223,893,437.74 | 1,400,604,385.39 |
(II) Notes to items of the consolidated income statement
1. Operating revenue/Operating cost
(1) Details
project | Number of this issue | Number of the same period last year | ||
income | cost | income | cost | |
main business income | 399,806,208.89 | 329,523,182.30 | 524,099,615.63 | 442,138,382.34 |
other business income | 7,215,982.55 | 2,802,468.00 | 6,788,105.05 | 2,659,259.76 |
total | 407,022,191.44 | 332,325,650.30 | 530,887,720.68 | 444,797,642.10 |
Among them: Revenue generated from contracts with customers | 337,868,729.90 | 290,264,756.49 | 446,315,732.01 | 399,950,397.80 |
(2) Income breakdown information
1) Revenue generated from contracts with customers broken down by type of goods or services
project | Number of this issue | Number of the same period last year | ||
income | cost | income | cost | |
real estate | 162,523,053.49 | 127,086,267.87 | 118,580,624.34 | 80,235,849.12 |
engineering construction | 160,327,744.72 | 154,348,805.43 | 324,243,778.50 | 317,088,117.19 |
Property management and others | 15,017,931.69 | 8,829,683.19 | 3,491,329.17 | 2,626,431.49 |
Subtotals | 337,868,729.90 | 290,264,756.49 | 446,315,732.01 | 399,950,397.80 |
2) Revenue generated from contracts with customers broken down by operating region
project | Number of this issue | Number of the same period last year | ||
income | cost | income | cost | |
Guangdong Province | 337,173,047.00 | 290,264,756.49 | 445,625,466.90 | 399,950,397.80 |
America | 695,682.90 | 690,265.11 |
project
project | Number of this issue | Number of the same period last year | ||
income | cost | income | cost | |
Subtotals | 337,868,729.90 | 290,264,756.49 | 446,315,732.01 | 399,950,397.80 |
3) The revenue generated from contracts with customers is decomposed by the time of transfer ofgoods or services
project | Number of this issue | Number of the same period last year |
Recognize revenue at a certain point in time | 162,523,053.49 | 118,580,624.34 |
Recognize revenue during a certain period of time | 175,345,676.41 | 327,735,107.67 |
Subtotals | 337,868,729.90 | 446,315,732.01 |
(3) Information related to performance obligations
project | Time for fulfilling contractual obligations | Important payment terms | The nature of the goods promised by the company for transfer | Is he the main responsible person | The expected refund to customers that the company undertakes | The types of quality assurance provided by the company and related obligations |
Sale of goods | At the time of product delivery | After the contract is signed, advance payment of the contract price shall be made | commercial housing | correct | not have | Guaranteed Quality Assurance |
Provide services | When providing services | Collect according to the contract agreement upon completion of general services | Engineering construction, property management and other services | correct | not have | not have |
(4) The income recognized in this period, which is included in the beginning book value of thecontractual liability, is RMB 43880252.75.
2. Taxes and surcharges
project | Number of this issue | Number of the same period last year |
Land value-added tax | 2,714,249.05 | 59,631,025.69 |
project
project | Number of this issue | Number of the same period last year |
Property tax | 9,956,557.84 | 5,921,317.90 |
Urban maintenance and construction tax | 1,012,893.50 | 2,033,111.82 |
Education surcharge | 411,819.81 | 805,738.62 |
Local Education Surcharge | 274,953.45 | 603,255.93 |
Land use tax | 1,120,370.46 | 1,078,003.07 |
Stamp duty and other taxes and fees | 1,250,438.60 | 927,479.33 |
total | 16,741,282.71 | 70,999,932.36 |
3. Selling expenses
project | Number of this issue | Number of the same period last year |
Sales agency fees and commissions | 1,863,418.96 | 6,411,581.44 |
Employee Compensation | 3,362,219.19 | 3,456,886.44 |
property management fee | 3,906,657.98 | 2,885,601.45 |
cost of operation | 136,489.27 | 399,643.39 |
Advertising expenses | 2,488,123.19 | 8,162,439.28 |
other | 1,407,764.34 | 487,050.14 |
total | 13,164,672.93 | 21,803,202.14 |
4. Administrative expenses
project | Number of this issue | Number of the same period last year |
Employee Compensation | 48,292,124.93 | 41,241,958.09 |
Intermediary agency fees | 6,587,170.53 | 2,496,191.21 |
legal fees | 4,504,258.91 | 2,354,717.09 |
Business entertainment expenses | 532,812.45 | 1,705,735.91 |
depreciation charge | 3,020,894.71 | 2,558,956.30 |
office expenses | 1,634,523.51 | 1,600,402.92 |
repair cost | 380,818.94 | 390,746.46 |
Travel expenses | 235,772.33 | 463,694.27 |
project
project | Number of this issue | Number of the same period last year |
Other amortization expenses | 399,870.13 | |
water and electricity | 395,856.79 | 347,076.86 |
other | 4,534,298.91 | 2,406,582.48 |
total | 70,118,532.01 | 55,965,931.72 |
5. Financial expenses
project | Number of this issue | Number of the same period last year |
interest expenses | 2,586,822.94 | 1,258,720.92 |
Less: Interest income | 7,998,718.28 | 4,804,313.09 |
Exchange gains and losses | -465,656.39 | -1,846,042.29 |
Service Charge | 374,804.61 | 159,642.87 |
total | -5,502,747.12 | -5,231,991.59 |
6. Other income
project | Number of this issue | Number of the same period last year | Amount included in non recurring gains and losses for the current period |
grants related to income | 753,298.54 | 440,049.96 | 753,298.54 |
Refund of handling fees for withholding personal income tax | 86,280.28 | 68,364.83 | |
Value added tax additional deduction | 2,627.57 | 58,857.60 | |
total | 842,206.39 | 567,272.39 | 753,298.54 |
7. Investment income
project | Number of this issue | Number of the same period last year |
Long term equity investment income accounted for by equity method | -93,927.64 | |
Investment income generated from the disposal of long-term equity investments | 568,863.59 | 9,941,254.23 |
Investment income of trading financial assets during the holding period | 161,491.79 |
project
project | Number of this issue | Number of the same period last year |
Dividend income obtained from other equity instrument investments during the holding period | 777,600.00 | 537,600.00 |
total | 1,346,463.59 | 10,546,418.38 |
8. Gains from changes in fair value
project | Number of this issue | Number of the same period last year |
Trading financial assets | 18,461,736.59 | 7,824,348.71 |
Among them: the fair value change income generated from financial assets designated as measured at fair value with changes recognized in current profit or loss | 18,461,736.59 | 7,824,348.71 |
total | 18,461,736.59 | 7,824,348.71 |
9. Credit impairment losses
project | Number of this issue | Number of the same period last year |
Bad debt loss on accounts receivable | -8,437,909.31 | -439,750.78 |
Other accounts receivable bad debt losses | -515,171.21 | 938,414.80 |
Bad debt loss on accounts receivable | 80,850.00 | |
total | -8,953,080.52 | 579,514.02 |
10. Asset impairment losses
project | Number of this issue | Number of the same period last year |
inventory falling price loss | -374,863,314.48 | -391,731,506.81 |
Impairment loss of contract assets | -324,845.35 | -845,956.61 |
total | -375,188,159.83 | -392,577,463.42 |
11. Gains from asset disposal
project | Number of this issue | Number of the same period last year | Include as non recurring in this period Amount of profit and loss |
project
project | Number of this issue | Number of the same period last year | Include as non recurring in this period Amount of profit and loss |
Income from disposal of fixed assets | 195,840.20 | -1,000.00 | 195,840.20 |
total | 195,840.20 | -1,000.00 | 195,840.20 |
12. Non-operating revenue
project | Number of this issue | Number of the same period last year | Include as non recurring in this period Amount of profit and loss |
Gains from destruction and scrapping of non current assets | 1,269.60 | ||
Unpaid accounts payable | 362,451.86 | ||
Fines and breach of contract income | 2,170,800.00 | 4,000.00 | 2,170,800.00 |
other | 243,877.03 | 18,704.07 | 243,877.03 |
total | 2,414,677.03 | 386,425.53 | 2,414,677.03 |
13. Non-operating expenditures
project | Number of this issue | Number of the same period last year | Include as non recurring in this period Amount of profit and loss |
External donation | 31,795.00 | 30,000.00 | 31,795.00 |
Non current asset damage and scrapping losses | 23,829.37 | 18,906.04 | 23,829.37 |
Compensation expenses | 96,000.00 | ||
Late fees and liquidated damages | 212,363.60 | 302,110.62 | 212,363.60 |
other | 83,547.43 | ||
total | 267,987.97 | 530,564.09 | 267,987.97 |
14. Income tax expenses
(1) Details
project | Number of this issue | Number of the same period last year |
project
project | Number of this issue | Number of the same period last year |
Current income tax expense | -4,272,520.91 | -23,506,729.22 |
Deferred Income Tax Expense | 894,975.30 | 40,518,842.29 |
total | -3,377,545.61 | 17,012,113.07 |
(2) Adjustment process of accounting profit and income tax expenses
project | Number of this issue | Number of the same period last year |
Total profit | -380,973,503.91 | -430,652,044.53 |
Income tax expense calculated based on the applicable tax rate of the parent company | -95,243,375.98 | -107,663,011.13 |
The impact of different tax rates on subsidiaries | 465,029.57 | 472,597.65 |
The impact of adjusting income tax for previous periods | -6,533,032.37 | 2,575,454.03 |
The impact of non taxable income | -4,809,834.15 | -4,485,954.26 |
The impact of non deductible costs, expenses, and losses | 251,199.31 | 651,725.02 |
The impact of using previously unrecognized deferred tax assets on deductible losses | -1,349,670.39 | -155,580.87 |
The impact of deductible temporary differences or deductible losses on unrecognized deferred tax assets in this period | 103,842,138.39 | 125,616,882.63 |
Income tax expenses | -3,377,545.61 | 17,012,113.07 |
15. Other comprehensive income, net of income tax
Please refer to section V (I) 32 of notes to the financial statements for details.
(III) Notes to items of the consolidated cash flow statement
1. Cash receipts or payments related to significant investing activities
(1) Cash receipts from investment income
project | Number of this issue | Number of the same period last year |
Other equity instrument investment dividend income | 777,600.00 | 537,600.00 |
Investment income of trading financial assets during the holding period | 161,491.79 | |
Subtotals | 777,600.00 | 699,091.79 |
(2) Net cash received from disposal of fixed assets, intangible assets, and other long-term assets
project
project | Number of this issue | Number of the same period last year |
Disposal of long-term assets | 519,930.21 | 29,475.62 |
Subtotals | 519,930.21 | 29,475.62 |
(3) Net cash received from disposal of subsidiaries and other operating units
project | Number of this issue | Number of the same period last year |
Disposal of cash or cash equivalents received by subsidiaries in the current period | ||
Among them: Shenzhen Property Management Co., Ltd | ||
Less: Cash and cash equivalents held by the company on the day of loss of control | ||
Among them: Shenzhen Property Management Co., Ltd | ||
Add: Disposal of cash or cash equivalents received by subsidiaries in the current period from previous periods | 568,863.59 | 1,644,822.69 |
Among them: Shenzhen Property Management Co., Ltd | 568,863.59 | 1,644,822.69 |
Net cash received from disposal of subsidiaries | 568,863.59 | 1,644,822.69 |
(4) Cash paid for the purchase and construction of fixed assets, intangible assets, and otherlong-term assets
project | Number of this issue | Number of the same period last year |
Purchase fixed assets | 739,401.36 | 1,475,412.00 |
Long term deferred expenses | 808,132.01 | |
Subtotals | 1,547,533.37 | 1,475,412.00 |
2. Othercashreceipts or payments related to operating activities, investing activities and financingactivities
(1) Other cash receipts related to operating activities
project | Number of this issue | Number of the same period last year |
interest income | 7,559,725.59 | 4,804,313.09 |
Accounts receivable and other expenses | 8,330,076.43 | 51,500,509.58 |
total | 15,889,802.02 | 56,304,822.67 |
(2) Pay other cash related to operating activities
project | Number of this issue | Number of the same period last year |
project
project | Number of this issue | Number of the same period last year |
Financial expenses - handling fees | 374,804.61 | 156,436.95 |
Cash payment for operating expenses | 28,607,966.11 | 27,059,079.63 |
Accounts receivable and other expenses | 22,960,703.60 | 50,615,881.30 |
total | 51,943,474.32 | 77,831,397.88 |
(3) Received cash related to other investment activities
project | Number of this issue | Number of the same period last year |
Fund wealth management products | 136,800,000.00 | |
total | 136,800,000.00 |
(4) Pay other cash related to investment activities
project | Number of this issue | Number of the same period last year |
Fund wealth management products | 90,000,000.00 | 600,000,000.00 |
total | 90,000,000.00 | 600,000,000.00 |
3. Supplementary information to the cash flow statement
additional information | Number of this issue | Number of the same period last year |
(1) Adjusting net profit to operating cash flow: | ||
Net profit | -377,595,958.30 | -447,664,157.60 |
Add: Asset impairment provision | 375,188,159.83 | 392,577,463.42 |
Provision for credit impairment | 8,953,080.52 | -579,514.02 |
Depreciation of fixed assets, depreciation of right of use assets, depletion of oil and gas assets, depreciation of productive biological assets | 28,234,946.71 | 28,554,969.65 |
Amortization of intangible assets | ||
Amortization of long-term deferred expenses | 686,525.85 | 745,676.41 |
Losses on disposal of fixed assets, intangible assets, and other long-term assets (income indicated by a "-" sign) | -195,840.20 | 1,000.00 |
Fixed asset scrapping loss (income indicated by "-") | 23,829.37 | 17,636.44 |
Fair value change loss (income indicated by "-") | -18,461,736.59 | -7,824,348.71 |
additional information
additional information | Number of this issue | Number of the same period last year |
Financial expenses (income is indicated by a "-" sign) | 2,586,822.94 | 1,258,720.92 |
Investment loss (income indicated by a "-" sign) | -1,346,463.59 | -10,546,418.38 |
Decrease in deferred tax assets (increase indicated by "-") | 2,741,314.32 | 40,723,917.72 |
Increase in deferred income tax liabilities (decrease indicated by "-") | -1,846,339.02 | -205,075.43 |
Decrease in inventory (increase indicated by a "-" sign) | -96,487,621.86 | -49,837,814.46 |
Decrease in operating receivables (increase indicated by "-") | -50,483,605.92 | -104,577,562.13 |
Increase in operating payables (decrease indicated by "-") | 598,936.15 | 1,202,392,754.36 |
other | ||
Net cash flows from operating activities | -127,403,949.79 | 1,045,037,248.19 |
(2) Major investment and financing activities that do not involve cash inflows and outflows: | ||
Conversion of debt into capital | ||
Convertible corporate bonds due within one year | ||
Fixed assets under financing lease | ||
(3) Net changes in cash and cash equivalents: | ||
Closing balance of cash | 520,910,254.44 | 859,146,413.35 |
Subtract: Opening balance of cash | 859,146,413.35 | 190,365,069.48 |
Add: Closing balance of cash equivalents | ||
Less: Opening balance of cash equivalents | ||
Net increase in cash and cash equivalents | -338,236,158.91 | 668,781,343.87 |
4. Composition of cash and cash equivalents
(1) Details
project | Closing balance | Initial number |
1) Cash | 520,910,254.44 | 859,146,413.35 |
Among them: cash on hand | 38,975.98 | 18,414.04 |
Bank deposits that can be used for payment at any time | 518,481,597.91 | 829,127,999.31 |
project
project | Closing balance | Initial number |
Other monetary funds available for payment at any time | 2,389,680.55 | 30,000,000.00 |
Central bank funds available for payment | ||
Deposit interbank funds | ||
Interbank lending of funds | ||
2) Cash equivalents | ||
Among them: Bond investments due within three months | ||
3) Closing balance of cash and cash equivalents | 520,910,254.44 | 859,146,413.35 |
Among them: restricted cash and Cash equivalents |
(2) Cash and cash equivalents held by the company with restricted usage scope
project | Closing balance | Initial number | Reasons for limited scope of use, reasons for being used as cash and cash equivalents |
Monetary funds | 8,332,470.92 | 11,872,855.48 | Regulated account |
Subtotals | 8,332,470.92 | 11,872,855.48 |
5. Changes in liabilities related to fundraising activities
project | Initial number | Increase in this period | Decrease in this period | Closing balance | ||
Cash changes | Non cash changes | Cash changes | Non cash changes | |||
Short-term borrowings | 3,550,000.00 | 1,563,000.00 | 3,550,000.00 | 1,563,000.00 | ||
Long term loans (including long-term loans due within one year) | 213,433,144.83 | 291,378.42 | 117,562,497.60 | 96,162,025.65 | ||
Lease liabilities (including lease liabilities due within one year) | 55,054.12 | 55,054.12 | ||||
Subtotals | 217,038,198.95 | 1,563,000.00 | 291,378.42 | 117,617,551.72 | 3,550,000.00 | 97,725,025.65 |
(Ⅳ) Others
1. Monetary items in foreign currencies
project | Closing foreign currency balance | Conversion exchange rate | Balance converted into RMB at the end of the period |
Monetary funds | 4,660,706.04 | ||
Among them: US dollars | 7,384.87 | 7.1884 | 53,085.40 |
Hong Kong currency | 4,975,617.30 | 0.92604 | 4,607,620.64 |
accounts receivable | 293,885.80 | ||
Among them: US dollars | 40,883.34 | 7.1884 | 293,885.80 |
Other receivables | 10,661,054.05 | ||
Among them: Hong Kong dollars | 11,512,520.03 | 0.92604 | 10,661,054.05 |
Other payables | 22,489,682.48 | ||
Among them: US dollars | 722,044.70 | 7.1884 | 5,190,346.12 |
Hong Kong currency | 18,680,981.77 | 0.92604 | 17,299,336.36 |
2. Leases
(1) The Company as lessee
1) Please refer to section V (I) 14 of notes to the financial statements for details on right-of-useassets.
2) Please refer to section III (XXX) of notes to the financial statements for details on theCompany’s accounting policies on short-term leases and leases for which the underlying asset is oflow value. The amounts of short-term leases and low-value asset leases included into profit or lossare as follows:
project | Number of this issue | Number of the same period last year |
Short term rental expenses | 56,045.24 | 1,001,337.95 |
total | 56,045.24 | 1,001,337.95 |
3) Current profit and loss and cash flow related to leasing
project | Number of this issue | Number of the same period last year |
Interest expenses on lease liabilities | 6,548.09 |
Total cash outflow related to leasing
Total cash outflow related to leasing | 56,045.24 | 1,142,112.85 |
4) Please refer to section Ⅷ (II) of notes to the financial statements for details on maturityanalysis of lease liabilities and related liquidity risk management.
(2) The Company as lessor
1) Operating lease
a. Lease income
project | Number of this issue | Number of the same period last year |
Rental Income | 69,153,461.54 | 60,531,148.28 |
Among them: Variable lease payment related income not included in the measurement of lease receipts |
b. Assets leased out under operating leases
project | Closing balance | Last year's year-end figures |
Investment real estate | 515,925,116.54 | 541,542,136.17 |
Subtotals | 515,925,116.54 | 541,542,136.17 |
c. Undiscounted lease payments to be received arising from non-cancellable leases based on thelease contract signed with lessee
residual maturity | Closing balance | Last year's year-end figures |
Within 1 year | 52,670,249.55 | 56,542,470.24 |
1-2 years | 36,475,042.36 | 52,190,140.08 |
2-3 years | 22,511,849.37 | 33,173,087.70 |
3-4 years | 12,694,568.09 | 18,585,822.03 |
4-5 years | 10,772,038.12 | 10,612,435.91 |
5 years later | 8,015,870.43 | 17,600,507.53 |
total | 143,139,617.93 | 188,704,463.49 |
VI. Interest in other entities(I) Composition of the consolidation scope
1. The Company has brought 13 subsidiaries including Shenzhen SPG Longgang DevelopmentCo., Ltd. and Great Wall Estate Company, Inc. into the consolidation scope.
2. Basic information of significant subsidiaries
Unit: 10000 yuan
Subsidiary name
Subsidiary name | registered capital | Main business location and registered address | Business Nature | Shareholding ratio (%) | Acquisition method | |
direct | indirect | |||||
Shenzhen Shenfang Group Longgang Development Co., Ltd | 3,000.00 | Shenzhen | real estate | 95.00 | 5.00 | establish |
Great Wall Real Estate Co., Ltd. in the United States | 500000 US dollars | America | real estate | 70.00 | establish | |
Shenzhen Haiyan Hotel Co., Ltd | 3,000.00 | Shenzhen | Hotel Services | 68.10 | 31.90 | establish |
Shenzhen Zhentong Engineering Co., Ltd | 1,000.00 | Shenzhen | construction | 73.00 | 27.00 | establish |
Shenzhen Huazhan Construction Supervision Co., Ltd | 800.00 | Shenzhen | construction | 75.00 | 25.00 | establish |
Shenzhen Lianhua Enterprise Co., Ltd | 1,000.00 | Shenzhen | construction | 95.00 | 5.00 | establish |
Xinfeng Real Estate Co., Ltd | Hong Kong | Investment and management | 100.00 | establish | ||
Xinfeng Enterprise Co., Ltd | 500.00 (Ten Thousand New Taiwan Dollars) | Hong Kong | Investment and management | 100.00 | establish | |
Shenzhen Shenfang Bonded Trade Co., Ltd | 500.00 | Shenzhen | import and export trade | 95.00 | 5.00 | establish |
Shenzhen Shenfang | 1,000.00 | Shenzhen | invest | 90.00 | 10.00 | establish |
Subsidiary name
Subsidiary name | registered capital | Main business location and registered address | Business Nature | Shareholding ratio (%) | Acquisition method | |
direct | indirect | |||||
Investment Co., Ltd | ||||||
Beijing Xinfeng Real Estate Development and Operation Co., Ltd | 10 million US dollars | Beijing | real estate | 75.00 | 25.00 | establish |
Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd | 280.00 | Huizhou | real estate | 51.00 | Merger of enterprises not under the same control | |
Shenzhen Shenfang Chuanqi Real Estate Development Co., Ltd | 3,000.00 | Shenzhen | real estate | 100.00 | establish |
(2) Other instructions
There are a total of three subsidiaries of our company that have been suspended for a long time andwhose business registration has been revoked but not cancelled, namely Guangzhou HuangpuXincun Real Estate Development Co., Ltd., Xinfeng Real Estate Development and Construction(Wuhan) Co., Ltd., and Beijing Xinfeng Real Estate Development and Operation Co., Ltd., whichare included in the scope of consolidation. They are reported on a non-going concern basis, and thefull provision for impairment has been made for the debts of these three subsidiaries to companiesoutside the scope of consolidation of our group.
(Ⅱ) Significant not wholly-owned subsidiaries
1. Details
Subsidiary name | Minority shareholders Shareholding ratio | This period belongs to less Profit and loss of shareholders | To minority shareholders in this period Dividends declared for distribution | Minority shareholders at the end of the period Equity balance |
Great Wall Real Estate Co., Ltd. in the United States | 30.00% | -105,416.77 | -23,329,443.53 |
Subsidiary name
Subsidiary name | Minority shareholders Shareholding ratio | This period belongs to less Profit and loss of shareholders | To minority shareholders in this period Dividends declared for distribution | Minority shareholders at the end of the period Equity balance |
Xinfeng Investment Co., Ltd | 45.00% | -29,232.58 | -116,557,347.64 | |
Baiwei Real Estate Co., Ltd | 20.00% | -4,034,750.95 | ||
Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd | 49.00% | -200,750,361.31 | 27,191,968.77 |
2. Main financial information of significant not wholly-owned subsidiaries
(1) Assets and liabilities
subsidiary name | Closing balance | |||||
current assets | illiquid assets | Total Assets | current liabilities | Non-current liability | Total liabilities | |
Great Wall Real Estate Co., Ltd. in the United States | 334,066.53 | 19,862,585.63 | 20,196,652.16 | 113,755,645.58 | 113,755,645.58 | |
Xinfeng Investment Co., Ltd | 193,038.35 | 36,016.90 | 229,055.25 | 259,168,553.63 | 259,168,553.63 | |
Baiwei Real Estate Co., Ltd | 1,084.11 | 1,084.11 | 33,634,035.70 | 33,634,035.70 | ||
Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd | 1,546,413,206.24 | 6,596,481.14 | 1,553,009,687.38 | 1,496,960,467.21 | 1,496,960,467.21 |
(Continued from the table above)
subsidiary name | Initial number | |||||
current assets | illiquid assets | Total Assets | current liabilities | Non-current liability | Total liabilities | |
Great Wall Real Estate Co., Ltd. in | 395,377.20 | 19,569,160.13 | 19,964,537.33 | 111,791,851.06 | 111,791,851.06 |
subsidiaryname
subsidiary name | Initial number | |||||
current assets | illiquid assets | Total Assets | current liabilities | Non-current liability | Total liabilities | |
the United States | ||||||
Xinfeng Investment Co., Ltd | 69,786.71 | 36,016.90 | 105,803.61 | 258,283,372.85 | 258,283,372.85 | |
Baiwei Real Estate Co., Ltd | 1,061.18 | 1,061.18 | 32,920,988.91 | 32,920,988.91 | ||
Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd | 2,016,643,388.11 | 7,070,465.17 | 2,016,643,388.1 | 1,557,970,018.20 | 1,557,970,018.20 |
(2) Profit and loss and cash flow situation
subsidiary name | Number of this issue | Number of the same period last year | ||||||
operating revenue | Net profit | Total comprehensive income | Cash flow from operating activities | operating revenue | Net profit | Total comprehensive income | Cash flow from operating activities | |
Great Wall Real Estate Co., Ltd. in the United States | 695,682.90 | -351,389.23 | -1,731,679.70 | -124,152.78 | 690,265.11 | -351,082.24 | -1,738,429.72 | 10,516.97 |
Xinfeng Investment Co., Ltd | -6,4961.29 | 11.30 | 11.30 | |||||
Baiwei Real Estate Co., Ltd | -713,023.86 | 15.16 | 15.16 | |||||
Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd | -409,694,614.91 | -409,694,614.91 | -5,663,416.92 | -401,467,956.63 | -401,467,956.63 | -26,899,080.84 |
(Ⅳ) Interest in joint ventures or associates
1. Aggregated financial information of insignificant joint ventures and associates
project | Final number/current number | Beginning balance/same period last year balance |
joint venture | ||
Total book value of investments | ||
The total of the following items calculated according to the shareholding ratio | ||
Net profit | ||
Other comprehensive income | ||
Total comprehensive income | ||
joint venture | ||
Total book value of investments | -93,927.67 | |
The total of the following items calculated according to the shareholding ratio | ||
Net profit | -93,927.67 | |
Other comprehensive income | -93,927.67 | |
Total comprehensive income |
2. Excess losses incurred by joint ventures or associates
Joint venture or Name of joint venture | Accumulated in the early stage Confirmed loss | Unconfirmed losses in this period (or net profit shared in this period) | Accumulated at the end of this period Unconfirmed losses |
Shenzhen Xinfeng Real Estate Consulting Co., Ltd | 2,217,955.89 | 2,217,955.89 |
VII. Government grants(Ⅰ) Government grants increased in the current period
project | Newly added subsidy amount for this period |
grants related to income | 753,298.54 |
Among them: included in other income | 753,298.54 |
total | 753,298.54 |
(II) Government grants included into profit or loss
project
project | Number of this issue | Number of the same period last year |
Government subsidies included in other income | 753,298.54 | 440,049.96 |
total | 753,298.54 | 440,049.96 |
VIII. Risks related to financial instrumentsIn risk management, the Company aims to seek the appropriate balance between the risks andbenefits from its use of financial instruments and to mitigate the adverse effects that the risks offinancial instruments have on the Company’s financial performance, so as to maximize the profitsof shareholders and other equity investors. Based on such risk management objectives, theCompany’s risk management policies are established to identify and analyze the risks faced by theCompany, to set appropriate risk limits and controls, and to monitor risks and adherence to limitson a timely and reliable basis.The Company has exposure to the following risks from its use of financial instruments, whichmainly include: credit risk, liquidity risk, and market risk. The Management has deliberated andapproved policies concerning such risks, and details are:
(I) Credit riskCredit risk is the risk that one party to a financial instrument will cause a financial loss for theother party by failing to discharge an obligation.
1. Credit risk management practice
(1) Evaluation method of credit risk
At each balance sheet date, the Company assesses whether the credit risk on a financial instrumenthas increased significantly since initial recognition. When assessing whether the credit risk hasincreased significantly since initial recognition, the Company takes into account reasonable andsupportable information, which is available without undue cost or effort, including qualitative andquantitative analysis based on historical data, external credit risk rating, and forward-lookinginformation. The Company determines the changes in default risk of financial instruments duringthe estimated lifetime through comparison of the default risk at the balance sheet date and theinitial recognition date, on an individual basis or a collective basis.The Company considers the credit risk on a financial instrument has increased significantly whenone or more of the following qualitative and quantitative standards are met:
1) Quantitative standard mainly relates to the scenario in which, at the balance sheet date, theprobability of default in the remaining lifetime has risen by more than a certain percentagecompared with the initial recognition;
2) Qualitative standard mainly relates to significant adverse changes in the debtor’s operation orfinancial position, present or expected changes in technology, market, economy or legal
environment that will have significant adverse impact on the debtor’s repayment ability;
(2) Definition of default and credit-impaired assets
A financial instrument is defined as defaulted when one or more following events have occurred,of which the standard is consistent with that for credit-impairment:
1) significant financial difficulty of the debtor;
2) a breach of binding clause of contract;
3) it is very likely that the debtor will enter bankruptcy or other financial reorganization;
4) the creditor of the debtor, for economic or contractual reasons relating to the debtor’s financialdifficulty, having granted to the debtor a concession(s) that the creditor would not otherwiseconsider.
2. Measurement of expected credit losses
The key factors in the measurement of expected credit loss include the probability of default, lossgiven default, and exposure to default risk. The Company develops a model of the probability ofdefault, loss given default, and exposure to default risk on the basis of quantitative analysis ofhistorical data (e.g., counterparty rating, guarantee measures and collateral type, payment method,etc.) and forward-looking information.
3. Please refer to section V (I) 3, 4, 6 and 8 of notes to the financial statements for details on thereconciliation table of opening balance and closing balance of provision for losses of financialinstrument.
4. Exposure to credit risk and concentration of credit risk
The Company’s credit risk is primarily attributable to cash and bank balances and receivables. Inorder to control such risks, the Company has taken the following measures:
(1) Cash and bank balances
The Company deposits its bank balances and other cash and bank balances in financial institutionswith relatively high credit levels, hence, its credit risk is relatively low.
(2) Receivables and contract assets
The Company performs credit assessment on customers using credit settlement on a regular basis.The Company selects credible and well-reputed customers based on credit assessment result, andconducts ongoing monitoring on balance of receivables, to avoid significant risks in bad debts.As the Company’s credit risks fall into several business partners and customers,the Companymanages credit risk aggregated by customers. As of December 31, 2024, the Company has certainconcentration of credit risk, and 40.97% (December 31, 2023: 36.46%) of the total accountsreceivable and contract assets was due from the five largest customers of the Company. TheCompany held no collateral or other credit enhancement on balance of receivables or contractassets.
The maximum amount of exposure to credit risk of the Company is the carrying amount of eachfinancial asset at the balance sheet.(II) Liquidity riskLiquidity risk is the risk that the Company may encounter deficiency of funds in meetingobligations associated with cash or other financial assets settlement, which is possibly attributableto failure in selling financial assets at fair value on a timely basis, or failure in collecting liabilitiesfrom counterparties of contracts, or early redemption of debts, or failure in achieving estimatedcash flows.In order to control such risk, the Company comprehensively utilizes financing tools such as notessettlement, bank borrowings, etc. and adopts long-term and short-term financing methods tooptimize financing structures, and finally maintains a balance between financing sustainability andflexibility. The Company has obtained credit limit from several commercial banks to meetworking capital requirements and expenditures.
1. Financial liabilities classified based on remaining time period till maturity
(Continued from the table above)
project | Initial number | ||||
book value | Unpredited contract amount | Within 1 year | 1-3 years | More than 3 years | |
Short-term borrowings | 3,550,000.00 | 3,683,125.00 | 3,683,125.00 | ||
accounts payable | 443,259,768.78 | 443,259,768.78 | 443,259,768.78 | ||
Other payables | 554,469,229.59 | 554,469,229.59 | 554,469,229.59 |
project
project | Closing balance | ||||
book value | Unpredited contract amount | Within 1 year | 1-3 years | More than 3 years | |
Short-term borrowings | 1,563,000.00 | 1,599,446.39 | 1,599,446.39 | ||
accounts payable | 464,488,982.30 | 464,488,982.30 | 464,488,982.30 | ||
Other payables | 561,016,653.17 | 561,016,653.17 | 561,016,653.17 | ||
Non current liabilities due within one year | 33,888,347.83 | 36,522,809.86 | 36,522,809.86 | ||
Other current liabilities | 118,304,068.47 | 118,304,068.47 | 118,304,068.47 | ||
long-term loan | 62,273,677.82 | 67,283,938.91 | - | 4,788,462.25 | 62,495,476.66 |
Subtotals | 1,241,534,729.59 | 1,249,215,899.10 | 1,181,931,960.19 | 4,788,462.25 | 62,495,476.66 |
project
project | Initial number | ||||
book value | Unpredited contract amount | Within 1 year | 1-3 years | More than 3 years | |
Non current liabilities due within one year | 34,056,347.93 | 41,741,101.03 | 41,741,101.03 | ||
Other current liabilities | 20,790,361.58 | 20,790,361.58 | 20,790,361.58 | ||
long-term loan | 179,431,851.02 | 187,773,026.94 | 122,834,289.80 | 64,938,737.14 | |
Subtotals | 1,235,557,558.90 | 1,251,716,612.92 | 1,063,943,585.98 | 122,834,289.80 | 64,938,737.14 |
(III) Market riskMarket risk is the risk that the Company may encounter fluctuation in fair value or future cashflows of financial instruments due to changes in market price. Market risk mainly includes interestrisk and foreign currency risk.
1. Interest risk
Interest risk is the risk that an enterprise may encounter fluctuation in fair value or future cashflows of financial instruments due to changes in market interest rates. The Company’s fair valueinterest risks arise from fixed-rate financial instruments, while the cash flow interest risks arisefrom floating-rate financial instruments. The Company determines the proportion of fixed-ratefinancial instruments and floating-rate financial instruments based on the market environment, andmaintains a proper financial instruments portfolio through regular review and monitoring. TheCompany’s interest risk in cash flows relates mainly to bank borrowings with floating interest rate.As of December 31, 2024, balance of borrowings with interest accrued at floating interest ratetotaled 62273677.82 yuan (December 31, 2023: RMB 62398851.02). If interest rates had been 50basis points higher/lower and all other variables were held constant, the Company’s gross profitand equity will not be significantly affected.
2. Foreign currency risk
Foreign currency risk is the risk arising from changes in fair value or future cash flows of financialinstrument resulted from changes in exchange rate. The Company’s foreign currency risk relatesmainly to foreign currency monetary assets and liabilities. When short-term imbalance occurred toforeign currency assets and liabilities, the Company may trade foreign currency at marketexchange rate when necessary, in order to maintain the net risk exposure within an acceptablelevel.The exchange rate risk mainly refers to the impact of foreign exchange rate fluctuations on thefinancial condition and cash flow of the Company. Except for subsidiaries established in HongKong SAR that hold assets denominated in Hong Kong dollars, the Company only engages in
small-scale Hong Kong market investment business. The proportion of foreign currency assets andliabilities held by the Company to the overall assets and liabilities is insignificant, hence, theCompany considers that the exposure to exchange rate risk is not material.Please refer to section V (IV) 1 of notes to the financial statements for details on foreign currencyfinancial assets and liabilities at the end of the period.
IX. Fair value disclosure(I) Details of fair value of assets and liabilities at fair value at the balance sheet date
project | Fair value at the end of the period | |||
Level 1 Fairness value measurement | Level 2 Fairness value measurement | Third level fairness value measurement | total | |
Continuous fair value measurement | ||||
1. Trading financial assets and other non current financial assets | 987,801,938.51 | 987,801,938.51 | ||
(1) Classified as financial assets measured at fair value with changes recognized in current profit or loss | ||||
Fund Wealth Management | 987,801,938.51 | 987,801,938.51 | ||
(2) Designated as financial assets measured at fair value with changes recognized in current profit or loss | ||||
Debt instrument investment | ||||
2. Other equity instrument investments | 14,697,341.18 | 14,697,341.18 | ||
Total assets continuously measured at fair value | 1,002,499,279.69 | 1,002,499,279.69 |
X. Related party relationships and transactions(I) Related party relationships
1. Parent company
(1) Details
Parent companyname
Parent company name | Place of Registration | Business Nature | Registered capital (RMB 10000) | Parent company's shareholding ratio in our company (%) | Proportion of voting rights of the parent company in the company (%) |
Shenzhen Investment Holding Co., Ltd | Shenzhen, Guangdong | Investment, real estate development, guarantee | 3,235,900.00 | 55.78 | 55.78 |
(2) The Company’s ultimate controlling party is the State-owned Assets Supervision andManagement Commission of the of Shenzhen Municipal People’s Government.
2. Please refer to section VI of notes to the financial statements for details on the Company’ssubsidiaries.
3. Joint ventures and associates of the Company
(1) Joint ventures and associates of the Company
Please refer to section VI of notes to the financial statements for details on the Company’ssignificant joint ventures and associates.
4. Other related parties of the Company
Other related party names | Other related parties' relationship with our company |
Shenzhen Jian'an (Group) Co., Ltd | The controlling subsidiary of the parent company |
Shenzhen Oriental New World Department Store Co., Ltd | joint stock company |
Shenzhen Shenxi Architectural Decoration Company | Revoked but not cancelled controlling subsidiaries not included in the merger |
Shenzhen Zhentong New Electromechanical Industrial Development Co., Ltd | Long-term suspended holding subsidiaries not included in the merger |
Shenzhen Nanyang Hotel Co., Ltd | Revoked but not cancelled controlling subsidiaries not included in the merger |
Shenzhen Real Estate Electromechanical Management Company | Revoked but not cancelled controlling subsidiaries not included in the merger |
Shenzhen Longgang Henggang Huagang Industrial Co., Ltd | Revoked but not cancelled controlling subsidiaries not included in the merger |
Guangzhou BoPi Enterprise Management Consulting Co., Ltd | Subsidiary shareholders |
Shenzhen Property Management Co., Ltd | The controlling subsidiary of the parent |
Other related party names
Other related party names | Other related parties' relationship with our company |
company | |
Guoren Property Insurance Co., Ltd | The controlling subsidiary of the parent company |
Shenzhen Water Planning and Design Institute Co., Ltd | The controlling subsidiary of the parent company |
Shenzhen General Institute of Architectural Design and Research | The controlling subsidiary of the parent company |
Shenzhen Shenfang Property Cleaning Co., Ltd | The controlling subsidiary of the parent company |
Shenzhen Property Management Co., Ltd. Shantou Branch | The controlling subsidiary of the parent company |
Shenzhen Guomao Property Management Co., Ltd | The controlling subsidiary of the parent company |
Shenzhen Xinfeng Real Estate Consulting Co., Ltd | joint stock company |
Guangdong Huizhou Luofushan Mineral Water Beverage Co., Ltd | joint stock company |
Shenzhen Runhua Automobile Trading Company | joint stock company |
Great Wall Canada (Vancouver) Limited | joint stock company |
Berkton Australia Limited | joint stock company |
Baili Co., Ltd | joint stock company |
Shenzhen Shenfang Department Store Co., Ltd | joint stock company |
Shenzhen Ronghua Electromechanical Engineering Co., Ltd | joint stock company |
Xi'an Xinfeng Property Trading Co., Ltd | joint stock company |
Fengkai County Lianfeng Cement Manufacturing Co., Ltd | joint stock company |
Beijing Shenfang Property Management Co., Ltd | joint stock company |
(II) Related party transactions
1. Purchase and sale of goods, rendering and receiving of services
(1) Details
1) Purchase of goods and receiving of services
Related parties | Related party transaction content | Number of this issue | Number of the same period last year |
Related parties
Related parties | Related party transaction content | Number of this issue | Number of the same period last year |
Shenzhen Water Planning and Design Institute Co., Ltd | Testing services | 27,169.81 | 678,902.77 |
Shenzhen General Institute of Architectural Design and Research | Design Services | 622,641.51 | |
Guoren Property Insurance Co., Ltd | Insurance Services | 322,255.28 | 80,263.00 |
Shenzhen Property Management Co., Ltd | Property Services | 7,472,214.59 | 6,482,286.26 |
Shenzhen Shenfang Property Cleaning Co., Ltd | Cleaning services | 497,453.20 | |
Shenzhen Property Management Co., Ltd. Shantou Branch | Property Services | 2,480,734.94 | 2,789,916.70 |
Subtotals | 10,799,827.82 | 10,654,010.24 |
2) Related transactions involving the sale of goods and provision of services
Related parties | Related party transaction content | Number of this issue | Number of the same period last year |
Guoren Property Insurance Co., Ltd | Rental services | 773,325.68 | 843,039.96 |
Shenzhen Property Management Co., Ltd | Rental services | 5,476,586.12 | 2,663,510.39 |
Shenzhen Shenfang Property Cleaning Co., Ltd | Rental services | 39,999.96 | 39,999.97 |
Subtotals | 6,289,911.76 | 3,546,550.32 |
2. Related party leases
(1) Details
The Company as the lessor
Tenant name | Types of leased assets | Confirmed in this period Rental Income | Confirmed in the same period last year Rental Income |
Shenzhen Property Management Co., Ltd | Houses and buildings | 5,476,586.12 | 2,663,510.39 |
Shenzhen Shenfang Property Cleaning | Houses and buildings | 39,999.96 | 39,999.97 |
Tenant name
Tenant name | Types of leased assets | Confirmed in this period Rental Income | Confirmed in the same period last year Rental Income |
Co., Ltd | |||
Guoren Property Insurance Co., Ltd | Houses and buildings | 773,325.68 | 843,039.96 |
Subtotals | 6,289,911.76 | 3,546,550.32 |
3. Key management’s emoluments
Unit: 10000 yuan
project | Number of this issue | Number of the same period last year |
Compensation for key management personnel | 857.26 | 967.69 |
4. Other related party transactions
In order to advocate core employees to share the operating results of market-oriented projects andassumption of operational risks, stimulate their internal motivation to enhance efficiency andincrease benefits, improve asset management efficiency and achieve the preservation andappreciation of state-owned assets, the Company has formulated the "Management Measures forEmployee’s Co-investment in the SPG Linxi County Project". Pursuant to theaforementioneddocument, the co-investment matter will constitute a joint investment of relatedparty transactions with certain directors, supervisors and senior executives of the Company. As ofDecember 31, 2024, the Company’s directors, supervisors and senior executives have jointlyinvested 8.95 million yuan in the SPG Linxin Community Project.(III) Balances due to or from related parties
1. Balances due from related parties
project name | Related parties | Closing balance | Initial number | ||
book balance | bad debt reserves | book balance | bad debt reserves | ||
accounts receivable | |||||
Shenzhen Property Management Co., Ltd | 1,025,942.86 | ||||
Shenzhen Xinfeng Real Estate Consulting Co., Ltd | 1,237,010.58 | 1,237,010.58 | 1,215,543.75 | 1,215,543.75 | |
Subtotals | 2,262,953.44 | 1,237,010.58 | 1,215,543.75 | 1,215,543.75 | |
Other receivables |
projectname
project name | Related parties | Closing balance | Initial number | ||
book balance | bad debt reserves | book balance | bad debt reserves | ||
Shenzhen Property Management Co., Ltd | 5,500.00 | ||||
Guangdong Huizhou Luofushan Mineral Water Beverage Co., Ltd | 10,465,168.81 | 10,465,168.81 | 10,465,168.81 | 10,465,168.81 | |
Shenzhen Runhua Automobile Trading Company | 3,072,764.42 | 3,072,764.42 | 3,072,764.42 | 3,072,764.42 | |
Great Wall Canada (Vancouver) Limited | 89,035,748.07 | 89,035,748.07 | 89,035,748.07 | 89,035,748.07 | |
Berkton Australia Limited | 12,559,290.58 | 12,559,290.58 | 12,559,290.58 | 12,559,290.58 | |
Baili Co., Ltd | 20,251,959.02 | 20,251,959.02 | 19,393,335.84 | 19,393,335.84 | |
Shenzhen Shenfang Department Store Co., Ltd | 237,648.82 | 237,648.82 | 237,648.82 | 237,648.82 | |
Shenzhen Ronghua Electromechanical Engineering Co., Ltd | 475,223.46 | 475,223.46 | 475,223.46 | 475,223.46 | |
Xi'an Xinfeng Property Trading Co., Ltd | 8,419,205.19 | 8,419,205.19 | 8,419,205.19 | 8,419,205.19 | |
Shenzhen Shenxi Architectural Decoration Company | 7,660,529.37 | 7,660,529.37 | 7,660,529.37 | 7,660,529.37 | |
Shenzhen Nanyang Hotel Co., Ltd | 3,168,721.00 | 3,168,721.00 | 3,168,721.00 | 3,168,721.00 | |
Beijing Shenfang Property Management Co., | 6,905,673.69 | 6,533,817.09 | 6,905,673.69 | 6,533,817.09 |
projectname
project name | Related parties | Closing balance | Initial number | ||
book balance | bad debt reserves | book balance | bad debt reserves | ||
Ltd | |||||
Subtotals | 162,257,432.43 | 161,880,075.83 | 161,393,309.25 | 161,021,452.65 |
2. Balances due to related parties
project name | Related parties | Closing balance | Initial number |
Other payables - accrued interest | |||
Shenzhen Investment Holding Co., Ltd | 16,535,277.94 | 16,535,277.94 | |
Subtotals | 16,535,277.94 | 16,535,277.94 | |
accounts payable | |||
Shenzhen Property Management Co., Ltd | 12,658,092.83 | 17,053,636.61 | |
Subtotals | 12,658,092.83 | 17,053,636.61 | |
Other payables | |||
Shenzhen Property Management Co., Ltd | 244,304.26 | 358,178.26 | |
Guoren Property Insurance Co., Ltd | 74,332.00 | ||
Shenzhen Oriental New World Department Store Co., Ltd | 902,974.64 | 902,974.64 | |
Fengkai County Lianfeng Cement Manufacturing Co., Ltd | 1,867,348.00 | 1,867,348.00 | |
Shenzhen Real Estate Electromechanical Management Company | 14,981,420.99 | 14,981,420.99 | |
Shenzhen Zhentong New Electromechanical Industrial Development Co., Ltd | 8,310,832.50 | 8,310,832.50 | |
Shenzhen Shenfang Department Store Co., Ltd | 639,360.38 | 639,360.38 | |
Shenzhen Longgang Henggang Huagang Industrial Co., Ltd | 165,481.09 | 165,481.09 | |
Guangzhou BoPi Enterprise | 206,903,717.13 | 206,903,717.13 |
project name
project name | Related parties | Closing balance | Initial number |
Management Consulting Co., Ltd | |||
Subtotals | 234,089,770.99 | 234,129,312.99 |
XI. Commitments and contingencies(I) Significant commitmentsAs of December 31, 2024, there are no important commitments that the company needs todisclose.(II) Contingencies
1. Contingent liabilities incurred by pending lawsuit/arbitration and the financial effect
plaintiff | defendant | cause of action | Accepting court | Subject amount | notes |
Xi'an Xinfeng Property Trading Co., Ltd | Xi'an Municipal Commission of Commerce and Trade, Xi'an Commercial Tourism Co., Ltd | Investment compensation dispute | Shaanxi Provincial Higher Peoples Court | 21.54 million yuan and its interest | Progress of the case: Under Execution Case details: [Note 1] |
Huizhou Mingxiang Economic Information Consulting Co., Ltd., Huizhou Huiyang Hongfa Industry and Trade Co., Ltd., Huizhou Jinlongsheng Industrial Co., Ltd | Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd | Dispute over the right to request payment of bills in litigation | Huiyang District Court | Principal 177.1514 million yuan, interest 2.8482 million yuan | Progress of the case: Under Execution Case details: [Note 2] |
Shenzhen Special Economic Zone Real Estate (Group) Co., Ltd | Guangzhou Bopi Enterprise Management Consulting Co., Ltd., Evergrande Real Estate Group Pearl River Delta Real Estate Development Co., Ltd., Shenzhen Qijin Investment Co., Ltd., and the third party is | Disputes over joint venture and cooperative real estate development contracts | Intermediate People's Court of Huizhou City, Guangdong Province | 743.575 million yuan | Case Progress: In the Second Instance Case details: [Note 3] |
GuangdongJianbang Group(Huiyang) IndustrialCo., Ltd
Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd | |||||
Shenzhen Special Economic Zone Real Estate (Group) Co., Ltd | Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd | Loan contract dispute | Shenzhen Luohu District People's Court | Principal and interest of 395.6885 million yuan | Case progress: ongoing execution Case details: [Note 4] |
Shenzhen Special Economic Zone Real Estate (Group) Co., Ltd | Guangdong Jianbang Group (Huiyang) Industrial Co. , Ltd ., Guangzhou Bopi Enterprise Management Consulting Co., Ltd., Evergrande Real Estate Group Pearl River Delta Real Estate Development Co., Ltd., Shenzhen Qijin Investment Co., Ltd | Loan contract dispute | Huizhou Huiyang District People's Court | Principal and interest of RMB 419.5229 million | Case progress: ongoing execution Case details: [Note 5] |
Note 1: Xi'an Xinfeng Property Trading Co., Ltd. (hereinafter referred to as Xi'an XinfengCompany) is a Sino foreign joint venture established by Xinfeng Enterprise Co., Ltd., awholly-owned subsidiary of our company, in Xi'an. Xinfeng Enterprise Co., Ltd. holds 67% of theshares in cash, Xi'an Commercial and Trade Commission (hereinafter referred to as Xi'anCommerce and Trade Commission) directly affiliated enterprise Xi'an Commercial and TradeBuilding holds 16% of the shares in land use rights, and Hong Kong Dadiwang IndustrialInvestment Company holds 17% of the shares; Our main business is real estate development,and the development project is Xi'an Commercial Building. The project started on November 28,1995, but due to serious differences in project management policies between the two parties, theproject was forced to stop in 1996. In 1997, the Xi'an Municipal Government forcibly withdrew
the investment project of Xi'an Xinfeng Company and transferred it to Xi'an Commerce andTourism Co., Ltd. (hereinafter referred to as the Commerce and Tourism Company), a subsidiaryof the Xi'an Municipal Commission of Commerce and Trade. However, both parties filed alawsuit regarding the investment compensation. On December 19, 2001, the Shaanxi ProvincialHigh People's Court ruled in its judgment No. 25 of 2000 that: 1. The commercial tourismcompany shall pay a compensation of 36.62 million yuan and its interest to Xi'an XinfengCompany within one month after the judgment takes effect. In case of overdue performance, thecompany shall pay double the debt interest during the period of delayed performance; 2. TheXi'an Municipal Commission of Commerce and Trade shall bear joint and several liabilities forthe interest on the above-mentioned compensation. The assets of the commercial tourismcompany in this case have been auctioned off, and a total of 15.201 million yuan has beenrecovered through execution. Our company has submitted multiple applications to the ShaanxiProvincial High People's Court for the resumption of enforcement based on the acquisition ofproperty clues. As of December 31, 2024, the case is in the enforcement stage. As of December31, 2024, the book balance of our company's long-term equity investment in Xi'an XinfengCompany is 32840729.61 yuan, for which full provision for impairment has been made. The bookdebt balance is 8419205.19 yuan, for which full provision for impairment has been made.Note 2: Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd. (hereinafter referred to as"Jianbang Company") is a subsidiary of our company holding 51% of the shares. Due to JianbangCompany's inability to pay commercial acceptance bills due in January 2022, with a total amountof 177.1514 million yuan, the plaintiff company has filed a lawsuit with the Huiyang DistrictCourt to claim payment rights for the bills. On March 14, 2023, the court ruled that JianbangCompany must pay commercial bills and overdue interest to three companies within 15 days.(Including bearing litigation costs and preservation fees of approximately 1.03 million yuan). Asof December 31, 2024, the plaintiff has applied for enforcement to the Huizhou IntermediatePeople's Court.As of December 31, 2024, a total of 153 properties in buildings 2 and 4 of the first phase of theShenfang Linxin Garden project, estimated at a recorded price of 220 million yuan, have beenseized.Note 3: On April 30, 2021, our company signed a "Cooperation Development Agreement" and a"Entrustment Management Agreement" with Guangzhou Bopi, Hengda Pearl River Delta, andJianbang Company. Guangzhou Bopi promised that Jianbang Company would achieve acumulative net profit of not less than 1.25 billion yuan from 2021 to 2025. If Guangzhou Bopifails to fulfill its profit commitment, it will make up for the difference. On June 30, 2021, due tothe acquisition of 51% equity of Guangzhou BoPi by Shenzhen Qijin, our company, GuangzhouBoPi, Hengda Pearl River Delta, and Shenzhen Qijin jointly signed Supplementary Agreement 1to the "Cooperation Development Agreement", which stipulates that Shenzhen Qijin shall assume
joint and several liabilities with Hengda Pearl River Delta for Guangzhou BoPi's profitcommitment and shortfall compensation to our company as stipulated in the "CooperationDevelopment Agreement". Due to the fundamental breach of contract by Guangzhou Bopi andHengda Pearl River Delta, and the actual loss of performance ability, the purpose and expectedbenefits of our company's contract cannot be achieved. Our company has filed a lawsuit. OnJanuary 8, 2025, our company received the first instance civil judgment of the case, and thejudgment made by the Huizhou Intermediate People's Court of the first instance supported someof our company's litigation claims. On January 22, 2025, our company filed an appeal regardingunsupported claims, and the case is currently in the second instance.Note 4: In 2021, a third party in our company's acquisition case held 51% of the defendant's equity.At the time of the acquisition, it was agreed that our company would provide interest-bearingloans to Jianbang Company in proportion to the equity. Later, Jianbang Company borrowedtwice from our company and signed a "Loan Agreement". After the agreement is signed, ourcompany will provide loans to Jianbang Company under the agreement and fulfill the lendingobligation. Both loans have now matured, but Jianbang Company has not repaid them,constituting a breach of contract. As a state-owned listed company, our company has filed thislawsuit to protect state-owned assets from losses. This case was judged in the first instance inDecember 2023. In January 2024, our company received a "Civil Judgment" from the People'sCourt of Luohu District, Shenzhen, Guangdong Province: Jianbang Company was ordered torepay the loan principal of 344696200.26 yuan and pay interest to our company within ten daysfrom the effective date of the judgment; Jianbang Company shall pay liquidated damages to ourcompany within ten days from the effective date of the judgment. As of December 31, 2024, thecase is under first-instance execution, and the company has applied to seal off 310 propertiesunder construction by Jianbang Company.Note 5: In 2021, our company acquired 51% equity of Jianbang Company held by GuangzhouBopi, and agreed to provide interest-bearing loans to Jianbang Company according to the equityratio during the acquisition. The last five parties signed an agreement, agreeing that ourcompany would provide loans to Jianbang Company, and Jianbang Company would providecorresponding collateral. At the same time, Guangzhou Bopi, Hengda Pearl River Delta, andShenzhen Qijin would assume joint and several guarantee responsibility for 49% of the total loanamount, interest, and liquidated damages. After the agreement was signed, our companyprovided a loan to Jianbang Company under the agreement and fulfilled the lending obligation.However, Jianbang Company was unable to repay the loan. As a state-owned holding listedcompany, our company filed a lawsuit to protect state-owned assets from losses. The firstinstance judgment of this case was made on June 5, 2024, sentencing Jianbang Company to repaythe loan principal of 379.83 million yuan and corresponding interest; The judgment is that ourcompany has the priority right to receive compensation for the mortgage rights of the third andfourth phases of the Shenfang Linxin Garden project under the name of Jianbang Company;
Guangzhou Bopi Enterprise Management Consulting Co., Ltd., Evergrande Real Estate GroupPearl River Delta Real Estate Development Co., Ltd., and Shenzhen Qijin Investment Co., Ltd. arejointly and severally liable for the 49% principal and interest of the loan owed by JianbangCompany to our company, totaling 186116700 yuan and interest. On June 24, 2024, GuangzhouBopi filed an appeal but failed to pay the case acceptance fee on time. In October 2024, theHuizhou Intermediate People's Court issued a "Civil Ruling" and processed the case as withdrawn.The first instance judgment became effective as of December 31, 2024, and the case is still underexecution. Our company has seized 307 properties under construction of Jianbang Company.
2. Contingent liabilities incurred by providing debt guarantees for other entities and the financialeffectAs of December 31, 2024, our company has provided mortgage loan guarantees totalling RMB66,441.39millionto buyers of commercial housing under real estate operating practices.
Guaranteed parties | Financial institutions granting borrowings | Amount of borrowings guaranteed (in ten thousand yuan) | Maturity date of guarantees | Remarks |
Homebuyer | China Construction Bank | 43.50 | Until the mortgage registration of the property certificate is completed and handed over to the bank for safekeeping | Shanglin Community |
Homebuyer | Agricultural Bank of China | 11,911.65 | Until the mortgage registration of the property certificate is completed and handed over to the bank for safekeeping | Cuilin Community |
Homebuyer | Agricultural Bank of China | 1,998.65 | Until the mortgage registration of the property certificate is completed and handed over to the bank for safekeeping | Chuanqi Donghu Garden |
Homebuyer | China Construction Bank, Bank of Communications, Industrial and Commercial Bank of China, Bank of China, China Everbright Bank, Postal Savings Bank of China | 2,407.00 | Until the mortgage registration of the property certificate is completed and handed over to the bank for safekeeping | Tianyue Bay |
Homebuyer | Industrial and Commercial Bank of China, Huaxia Bank, Agricultural Bank of China, Postal Savings Bank of China, China | 48,581.04 | Until the mortgage registration of the property certificate is completed and handed over to the bank for safekeeping | Guangming Lane |
Guaranteedparties
Guaranteed parties | Financial institutions granting borrowings | Amount of borrowings guaranteed (in ten thousand yuan) | Maturity date of guarantees | Remarks |
Merchants Bank, Bank of China | ||||
Shenzhen Shenfang Chuanqi Real Estate Development Co., Ltd. | China Merchants Bank and Bank of China | 1,499.52 | June 19th, 2025 | The parent company provides a guarantee for the loan of its subsidiary. |
Subtotal | 66,441.39 |
XII. Events after the balance sheet dateAs of the financial reporting date, the company does not have any post-balance sheet events thatneed to be disclosed.XIII. Other significant eventsSegment informationOur company's main business is the development, construction, and sales of real estate products,as well as the rental and management fees charged for renting properties. The company regardsthis business as a whole for implementing management and evaluating business results.Therefore, the company does not need to disclose branch information. For detailed informationon the breakdown of our company's revenue, please refer to Note V (II) 1 of these financialstatements.
XIV. Notes to items of parent company financial statements(I) Notes to items of parent company balance sheet
1. Accounts receivable
(1) Age analysis
Aging of accounts | Closing balance | Initial number |
Within 1 year | 13,309,107.41 | 15,636,256.41 |
More than 5 years | 4,450,138.62 | 4,450,138.62 |
Total book balance | 17,759,246.03 | 20,086,395.03 |
Less: Bad debt provision | 10,559,107.12 | 10,335,510.02 |
Total book value | 7,200,138.91 | 9,750,885.01 |
(2) Provision for bad debts
1) Details on categories
Types
Types | Closing balance | ||||
book balance | bad debt reserves | book value | |||
amount of money | Proportion (%) | amount of money | Provision ratio (%) | ||
Individual provision for bad debts | 10,084,109.60 | 56.78 | 10,084,109.60 | 100.00 | |
Provision for bad debts by combination | 7,675,136.43 | 43.22 | 474,997.52 | 6.19 | 7,200,138.91 |
total | 17,759,246.03 | 100.00 | 10,559,107.12 | 59.46 | 7,200,138.91 |
(Continued from the table above)
Types | Initial number | ||||
book balance | bad debt reserves | book value | |||
amount of money | Proportion (%) | amount of money | Provision ratio (%) | ||
Individual provision for bad debts | 10,084,109.60 | 50.20 | 10,084,109.60 | 100.00 | |
Provision for bad debts by combination | 10,002,285.43 | 49.80 | 251,400.42 | 2.51 | 9,750,885.01 |
total | 20,086,395.03 | 100.00 | 10,335,510.02 | 51.46 | 9,750,885.01 |
2) Accounts receivable with significant single provision for bad debt reserves
Unit Name | Initial number | Closing balance | ||||
book balance | bad debt reserves | book balance | bad debt reserves | Provision ratio (%) | Basis for provision | |
Long term unrecovered sales proceeds | 10,084,109.60 | 10,084,109.60 | 10,084,109.60 | 10,084,109.60 | 100.00 | Expected irretrievable |
Subtotals | 10,084,109.60 | 10,084,109.60 | 10,084,109.60 | 10,084,109.60 | 100.00 |
3) Accounts receivable with combined provision for bad debts
project | Closing balance | ||
book balance | bad debt reserves | Provision ratio (%) | |
Combination of receivable property sales proceeds | 7,675,136.43 | 474,997.52 | 6.19 |
Combination of related parties within the scope of accounts receivable consolidation | |||
Subtotals | 7,675,136.43 | 474,997.52 | 6.19 |
(3) Changes in bad debt provision
1) Details
project
project | Initial number | Current period change amount | Closing balance | |||
Provision | Withdrawal or reversal | Write off | other | |||
Individual provision for bad debts | 10,084,109.60 | 10,084,109.60 | ||||
Provision for bad debts by combination | 251,400.42 | 223,597.10 | 474,997.52 | |||
total | 10,335,510.02 | 223,597.10 | 10,559,107.12 |
(4) Top 5 accounts receivable and contract asset amounts
Unit Name | Closing book balance | Proportion (%) of the total ending balance of accounts receivable and contract assets | Provision for bad debts of accounts receivable and provision for impairment of contract assets | ||
accounts receivable | Contract assets | Subtotals | |||
Shenzhen Huatang Famous Liquor City Investment Co., Ltd | 2,963,112.00 | 2,963,112.00 | 16.68 | 148,155.60 | |
Daxing Auto Parts Co., Ltd | 2,103,579.62 | 2,103,579.62 | 11.84 | 2,103,579.62 | |
Shenzhen Xinfeng Real Estate Consulting Co., Ltd | 1,237,010.58 | 1,237,010.58 | 6.97 | 1,237,010.58 | |
Wang Weidong | 1,200,000.00 | 1,200,000.00 | 6.76 | 1,200,000.00 | |
Wang Guodong | 933,564.68 | 933,564.68 | 5.26 | 933,564.68 | |
Subtotals | 8,437,266.88 | 8,437,266.88 | 47.51 | 5,622,310.48 |
2. Other receivables
(1) Details
project | Closing balance | Initial number |
dividend receivable | 29,222,722.88 | 29,222,722.88 |
Other receivables | 1,722,328,667.65 | 1,693,941,657.82 |
total | 1,751,551,390.53 | 1,723,164,380.70 |
(2) Dividends receivable
1) Details
project | Closing balance | Initial number |
Shenzhen Shenfang Group Longgang Development Co., Ltd | 29,222,722.88 | 29,222,722.88 |
Subtotals | 29,222,722.88 | 29,222,722.88 |
2) Important receivable dividends with an account age of over 1 year
project | Closing balance | Account Age | Reasons for not retrieving | Whether impairment has occurred and its judgment basis |
Shenzhen Shenfang Group Longgang Development Co., Ltd | 29,222,722.88 | 2-3 years | Suspend payment | deny |
Subtotals | 29,222,722.88 |
(3) Other receivables
1) Classification of Payment Nature
Nature of Payment | Closing balance | Initial number |
Combination of accounts receivable from related parties | 2,403,869,206.91 | 2,371,906,725.11 |
Combination of accounts receivable from government departments | 165,460.00 | 165,460.00 |
Accounts receivable employee reserve fund combination | 93,900.00 | 62,454.80 |
Accounts receivable collection and payment combination | 1,002,722.31 | 67,200.00 |
Combination of other receivables and payables | 142,474,366.82 | 142,185,626.87 |
Subtotal of book balance | 2,547,605,656.04 | 2,514,387,466.78 |
Less: Bad debt provision | 825,276,988.39 | 820,445,808.96 |
Subtotal of book value | 1,722,328,667.65 | 1,693,941,657.82 |
2) Aging situation
Aging of accounts | Closing balance | Initial number |
Within 1 year | 452,103,220.23 | 92,173,735.70 |
1-2 years | 6,102,884.22 | 333,456,337.77 |
2-3 years | 642,158.28 | 456,845,625.71 |
3-4 years | 456,845,625.71 | 104,875,297.41 |
4-5 years | 104,875,297.41 | 70,181,566.47 |
More than 5 years | 1,527,036,470.19 | 1,456,854,903.72 |
Aging of accounts
Aging of accounts | Closing balance | Initial number |
Subtotal of book balance | 2,547,605,656.04 | 2,514,387,466.78 |
Less: Bad debt provision | 825,276,988.39 | 820,445,808.96 |
Subtotal of book value | 1,722,328,667.65 | 1,693,941,657.82 |
3) Provision for bad debts
a. Details on categories
Types | Closing balance | ||||
book balance | bad debt reserves | book value | |||
amount of money | Proportion (%) | amount of money | Provision Proportion (%) | ||
Individual provision for bad debts | 825,174,418.56 | 32.39 | 825,174,418.56 | 100.00 | |
Provision for bad debts by combination | 1,722,431,237.48 | 67.61 | 102,569.83 | 0.01 | 1,722,328,667.65 |
Subtotals | 2,547,605,656.04 | 100.00 | 825,276,988.39 | 32.39 | 1,722,328,667.65 |
(Continued from the table above)
Types | Initial number | ||||
book balance | bad debt reserves | book value | |||
amount of money | Proportion (%) | amount of money | Provision Proportion (%) | ||
Individual provision for bad debts | 820,414,389.79 | 32.63 | 820,414,389.79 | 100.00 | |
Provision for bad debts by combination | 1,693,973,076.99 | 67.37 | 31,419.17 | 1,693,941,657.82 | |
Subtotals | 2,514,387,466.78 | 100.00 | 820,445,808.96 | 32.63 | 1,693,941,657.82 |
b. Other receivables with provision made on a collective basis
Combination Name | Closing balance | ||
book balance | bad debt reserves | Provision ratio (%) | |
Combination of accounts receivable from related parties | 1,720,639,148.88 | ||
Combination of accounts receivable from government departments | 165,460.00 | ||
Accounts receivable collection and payment | 1,002,722.31 | 50,136.12 | 5.00 |
Combination Name
Combination Name | Closing balance | ||
book balance | bad debt reserves | Provision ratio (%) | |
combination | |||
Combination of other receivables and payables | 623,906.29 | 52,433.71 | 8.40 |
Subtotals | 1,722,431,237.48 | 102,569.83 | 0.01 |
4) Changes in bad debt provision
project | first phase | phase 2 | Third Stage | Subtotals |
Next 12 months Expected credit loss | Expected credit loss for the entire duration (no credit impairment has occurred) | Expected credit loss for the entire duration (credit impairment already occurred) | ||
Initial number | 820,445,808.96 | 820,445,808.96 | ||
Initial figures in this period | —— | —— | —— | |
--Entering the second stage | ||||
--Entering the third stage | ||||
--Return to the second stage | ||||
--Return to the first stage | ||||
Provision for this period | 70,870.66 | -85,748.84 | -14,878.18 | |
Withdrawal or reversal in this period | ||||
Verification in this period | ||||
Other changes | 31,419.17 | 4,814,638.44 | 4,846,057.61 | |
Closing balance | 102,289.83 | 825,174,698.56 | 825,276,988.39 | |
Provision ratio for bad debts at the end of the period (%) | 0.00(Note) | 32.39 | 32.39 |
Note: The calculated ratio value is too small to display, showing as 0.00.
5) Top 5 Other Accounts Receivable Amounts
Unit Name
Unit Name | Nature of Payment | Closing book balance | Account Age | Proportion of other receivables balance (%) | End of term bad debt provision |
Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd | Accounts payable to and from subsidiaries | 842,113,841.74 | 3-4 years | 33.06 | |
Shantou Huafeng Real Estate Development Co., Ltd | Accounts payable to and from subsidiaries | 754,160,642.87 | 1-2 years, 5 years or more | 29.60 | |
Xinfeng Enterprise Co., Ltd | Accounts payable to and from subsidiaries | 538,958,558.32 | More than 5 years | 21.16 | 538,958,558.32 |
Great Wall Real Estate Co., Ltd. in the United States | Accounts payable to and from subsidiaries | 106,555,895.31 | More than 5 years | 4.18 | 106,555,895.31 |
Hualin Co., Ltd | Accounts payable to and from subsidiaries | 91,402,651.79 | 3-4 years | 3.59 | |
Subtotals | 2,333,191,590.03 | 91.58 | 645,514,453.63 |
3. Long-term equity investment
(1) Details
project
project | Closing balance | Initial number | ||||
book balance | impairment provision | book value | book balance | impairment provision | book value | |
Investment in subsidiaries | 1,715,520,833.00 | 554,754,168.86 | 1,160,766,664.14 | 1,715,520,833.00 | 392,155,084.61 | 1,323,365,748.39 |
Investment in joint ventures and associates | 11,977,845.58 | 11,977,845.58 | 11,977,845.58 | 11,977,845.58 | ||
total | 1,727,498,678.58 | 566,732,014.44 | 1,160,766,664.14 | 1,727,498,678.58 | 404,132,930.19 | 1,323,365,748.39 |
(2) Investment in subsidiaries
The invested entity | Initial number | Changes in this period | Closing balance | |||||
Book value | Impairment prepare | append invest | reduce invest | Provision for impairment | other | Book value | Impairment prepare | |
Shenzhen Haiyan Hotel Co., Ltd | 20,605,047.50 | 20,605,047.50 | ||||||
Shenzhen Shenfang Investment Co., Ltd | 9,000,000.00 | 9,000,000.00 | ||||||
Xinfeng Enterprise Co., Ltd | 556,500.00 | 556,500.00 | ||||||
Xinfeng Real Estate Co., Ltd | 22,717,697.73 | 22,717,697.73 | ||||||
Shenzhen Zhentong Engineering Co., Ltd | 11,332,321.45 | 11,332,321.45 | ||||||
Great Wall Real Estate Co., Ltd. in the United States | 1,435,802.00 | 1,435,802.00 | ||||||
Shenzhen Shenfang Bonded Trade Co., Ltd | 4,750,000.00 | 4,750,000.00 | ||||||
Shenzhen Huazhan Construction Supervision Co., Ltd | 6,000,000.00 | 6,000,000.00 | ||||||
Shenzhen Lianhua Enterprise Co., Ltd | 13,458,217.05 | 13,458,217.05 | ||||||
Shenzhen Shenfang Group Longgang Development Co., Ltd | 30,850,000.00 | 30,850,000.00 | ||||||
Beijing Xinfeng Real Estate Development and Operation Co., Ltd | 64,183,888.90 | 64,183,888.90 |
The investedentity
The invested entity | Initial number | Changes in this period | Closing balance | |||||
Book value | Impairment prepare | append invest | reduce invest | Provision for impairment | other | Book value | Impairment prepare | |
Shantou Huafeng Real Estate Development Co., Ltd | 16,467,021.02 | 16,467,021.02 | ||||||
Baili Co., Ltd | 201,100.00 | 201,100.00 | ||||||
Berkton Corporation, Australia | 906,630.00 | 906,630.00 | ||||||
Shenzhen Shenfang Department Store Co., Ltd | 9,500,000.00 | 9,500,000.00 | ||||||
Shantou Xinfeng Building | 58,547,652.25 | 58,547,652.25 | ||||||
Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd | 191,184,186.54 | 258,815,813.46 | 162,599,084.25 | 28,585,102.29 | 421,414,897.71 | |||
Shenzhen Shenfang Chuanqi Real Estate Development Co., Ltd | 995,000,000.00 | 995,000,000.00 | ||||||
Hualin Co., Ltd | 8,955.10 | 8,955.10 | ||||||
Subtotals | 1,323,365,748.39 | 392,155,084.61 | 162,599,084.25 | 1,160,766,664.14 | 554,754,168.86 |
(3) Investment in joint ventures and associates
The invested entity | Initial number | Changes in this period | ||||
book value | impairment provision | make an additional investment | Reduce investment | Investment gains and losses recognized under the equity method | Other comprehensive Income adjustment | |
joint venture | ||||||
Fengkai Xinghua Hotel | 9,455,465.38 | |||||
Subtotals | 9,455,465.38 | |||||
joint venture |
The investedentity
The invested entity | Initial number | Changes in this period | ||||
book value | impairment provision | make an additional investment | Reduce investment | Investment gains and losses recognized under the equity method | Other comprehensive Income adjustment | |
Shenzhen Ronghua Electromechanical Engineering Co., Ltd | 1,076,954.64 | |||||
Shenzhen Runhua Automobile Trading Company | 1,445,425.56 | |||||
Subtotals | 2,522,380.20 | |||||
total | 11,977,845.58 |
(Continued from the table above)
The invested entity | Changes in this period | Closing balance | ||||
Other equity changes | Declare the distribution of cash dividends or profits | Provision for impairment | other | book value | impairment provision | |
joint venture | ||||||
Fengkai Xinghua Hotel | 9,455,465.38 | |||||
Subtotals | 9,455,465.38 | |||||
joint venture | ||||||
Shenzhen Ronghua Electromechanical Engineering Co., Ltd | 1,076,954.64 | |||||
Shenzhen Runhua Automobile Trading Company | 1,445,425.56 |
The investedentity
The invested entity | Changes in this period | Closing balance | ||||
Other equity changes | Declare the distribution of cash dividends or profits | Provision for impairment | other | book value | impairment provision | |
Subtotals | 2,522,380.20 | |||||
total | 11,977,845.58 |
(4) Impairment testing of long-term equity investments
1) The recoverable amount is determined based on the net amount of fair value minus disposalexpenses
project | book value | recoverable amount | Current provision for impairment amount |
Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd | 191,184,186.54 | 28,585,102.29 | 162,599,084.25 |
Subtotals | 191,184,186.54 | 28,585,102.29 | 162,599,084.25 |
(Continued from the table above)
project | Determination method of fair value and disposal expenses | Key parameters and their determination basis |
Guangdong Jianbang Group (Huiyang) Industrial Co., Ltd | Fair value is determined using the asset-based method, and related disposal costs are determined using the estimated disposal cost rate | Expected selling price, sales volume, production cost, and other related expenses of the product |
Subtotals |
2) Other instructions
At the end of the reporting period, the company conducted impairment tests on GuangdongJianbang Group (Huiyang) Industrial Co., Ltd., which showed signs of impairment. Based on theprinciple of prudence, impairment provisions were made for assets that may incur losses.
(II) Notes to items of the parent company income statement
1. Operating revenue/Operating cost
(1) Details
project | Number of this issue | Number of the same period last year | ||
income | cost | income | cost | |
Main business | 66,692,989.08 | 35,527,944.94 | 80,116,913.98 | 33,500,490.21 |
other business | 55,199.50 | 32,529.16 | ||
total | 66,748,188.58 | 35,527,944.94 | 80,149,443.14 | 33,500,490.21 |
project
project | Number of this issue | Number of the same period last year | ||
income | cost | income | cost | |
Among them: Revenue generated from contracts with customers | 8,980,139.71 | 1,396,009.16 | 14,830,961.90 | 886,697.76 |
(2) Income breakdown information
1) Revenue generated from contracts with customers broken down by type of goods or services
project | Number of this issue | Number of the same period last year | ||
income | cost | income | cost | |
real estate | 8,980,139.71 | 1,396,009.16 | 14,830,961.90 | 886,697.76 |
Subtotals | 8,980,139.71 | 1,396,009.16 | 14,830,961.90 | 886,697.76 |
2) Revenue generated from contracts with customers broken down by operating region
project | Number of this issue | Number of the same period last year | ||
income | cost | income | cost | |
Guangdong Province | 8,980,139.71 | 1,396,009.16 | 14,830,961.90 | 886,697.76 |
Subtotals | 8,980,139.71 | 1,396,009.16 | 14,830,961.90 | 886,697.76 |
3) The revenue generated from contracts with customers is decomposed by the time of transfer ofgoods or services
project | Number of this issue | Number of the same period last year |
Recognize revenue at a certain point in time | 8,980,139.71 | 14,830,961.90 |
Subtotals | 8,980,139.71 | 14,830,961.90 |
(3) Information related to performance obligations
project | Time for fulfilling contractual obligations | Important payment terms | The nature of the goods promised by the company for transfer | Is he the main responsible person | The expected refund to customers that the company undertakes | The types of quality assurance provided by the company and related obligations |
Sale of goods | At the time of product delivery | After the contract is signed, advance payment of the contract price shall be | commercial housing | correct | not have | Guaranteed Quality Assurance |
project
project | Time for fulfilling contractual obligations | Important payment terms | The nature of the goods promised by the company for transfer | Is he the main responsible person | The expected refund to customers that the company undertakes | The types of quality assurance provided by the company and related obligations |
made | ||||||
Provide services | When providing services | Collect according to the contract agreement upon completion of general services | Rental Services | correct | not have | not have |
(4) The income recognized in this period, which is included in the beginning book value of thecontractual liability, is 889857.1 yuan.
2. Investment income
project | Number of this issue | Number of the same period last year |
Long term equity investment income accounted for by equity method | -93,927.64 | |
Long term equity investment income accounted for by cost method | 7,012,181.03 | |
Investment income generated from the disposal of long-term equity investments | 568,863.59 | 1,816,919.56 |
Investment income of trading financial assets during the holding period | 161,491.79 | |
Dividend income obtained from other equity instrument investments during the holding period | 777,600.00 | 537,600.00 |
total | 1,346,463.59 | 9,434,264.74 |
XV. Other supplementary information(I) Non-recurring profit or loss
1. Schedule of non-recurring profit or loss
(1) Details
project | amount of money | describe |
Gains and losses from the disposal of non-current assets,including the offsetting portion of impairment provisionsalready made for assets
Gains and losses from the disposal of non-current assets, including the offsetting portion of impairment provisions already made for assets | 740,874.42 | |
Government subsidies included in the current period's profit and loss, except for those closely related to the company's normal business operations, in compliance with national policies and regulations, enjoyed according to established standards, and having a sustained impact on the company's profit and loss | 753,298.54 | |
Except for effective hedging business related to the normal operation of the same company, non-financial enterprises shall bear gains and losses from changes in fair value of financial assets and liabilities held by them, as well as gains and losses from the disposal of financial assets and liabilities | 18,461,736.59 | |
Funds occupancy fees charged to non-financial enterprises included in the current period's profit and loss | ||
Profit and loss from entrusting others to invest or manage assets | ||
Profit and loss obtained from external entrusted loans | ||
Losses of various assets caused by force majeure factors, such as natural disasters | ||
Reversal of impairment provision for accounts receivable separately tested for impairment | ||
The investment cost of acquiring subsidiaries, associates, and joint ventures by the enterprise is less than the income generated from the fair value of the identifiable net assets of the investee that the enterprise should enjoy at the time of acquiring the investment | ||
Net profit and loss of subsidiaries arising from mergers of enterprises under the same control from the beginning of the period to the merger date | ||
Non-monetary asset exchange gains and losses | ||
Debt restructuring gains and losses | ||
One-time expenses incurred by enterprises due to the discontinuation of related business activities, such as expenses for resettling employees, etc | ||
The one-time impact of adjustments to tax, accounting, and other laws and regulations on the current period's profit and loss | ||
One time confirmation of share-based payment expenses due to cancellation or modification of equity incentive plans |
For cash-settled share based payments, gains or losses arisingfrom changes in fair value of employee compensation payableafter the exercise date
For cash-settled share based payments, gains or losses arising from changes in fair value of employee compensation payable after the exercise date | ||
Gains and losses arising from changes in fair value of investment properties measured using the fair value model for subsequent measurement | ||
Revenue generated from transactions with significantly unfair transaction prices | ||
Profit and loss arising from contingencies unrelated to the normal operation of the company's business | ||
Custody fee income obtained from entrusted operation | ||
Other non-operating income and expenses other than those mentioned above | 2,170,518.43 | |
Other profit and loss items that meet the definition of non-recurring gains and losses | ||
Subtotals | 22,126,427.98 | |
Reduction: The impact of corporate income tax (the reduction in income tax is represented by "-") | 863,081.95 | |
Minority shareholder equity impact (after tax) | -5,628.01 | |
Net non-recurring gains and losses attributable to the owners of the parent company | 21,268,974.04 |
2. Explanation on Defining Non-recurring Profit and Loss Items Listed in the InterpretationAnnouncement No. 1 on Information Disclosure of Companies that Offer Securities to the Public(Revised in 2023) as Recurrent Profit and Loss Items According to Definitions and Principles
project | amount of money | reason |
Refund of handling fees for withholding personal income tax | 86,280.28 | Continuously occurring from year to year, not occasional, recognized as recurring gains and losses |
Value-added tax additional deduction | 2,627.57 | Continuously occurring from year to year, not occasional, recognized as recurring gains and losses |
(2) Return on equity and earnings per share
1. Detailed information
Profit during the reporting period | Weighted average net assets Yield (%) | Earnings per share (RMB/share) | |
basic earnings per share | Dilute earnings per share | ||
Net profit attributable to common shareholders of the company | -4.91% | -0.17 | -0.17 |
Net profit attributable to common shareholders of the company after deducting non-recurring gains and | -5.50% | -0.20 | -0.20 |
Profit during the reporting period
Profit during the reporting period | Weighted average net assets Yield (%) | Earnings per share (RMB/share) | |
basic earnings per share | Dilute earnings per share | ||
losses |
2. Calculation process of weighted average return on equity
project | Serial Number | Number of this issue | |
Net profit attributable to common shareholders of the company | A | -176,710,947.65 | |
profit and loss | B | 21,268,974.04 | |
Net profit attributable to common shareholders of the company after deducting non-recurring gains and losses | C=A-B | -197,979,921.69 | |
Initial net assets attributable to common shareholders of the company | D | 3,691,082,484.20 | |
Newly added net assets attributable to common shareholders of the company, such as issuing new shares or debt-to-equity swaps | E | ||
Accumulated number of months from the following month to the end of the reporting period for newly added net assets | F | ||
Reduced net assets attributable to common shareholders of the company, such as repurchases or cash dividends | G | ||
Accumulated number of months from the following month to the end of the reporting period to reduce net assets | H | ||
other | other | I | -2,259,043.13 |
Accumulated number of months from the following month to the end of the reporting period for increasing or decreasing net assets | J | 6 | |
Number of months in the reporting period | K | 12 | |
Weighted average net assets | L= D+A/2+ E×F/K-G×H/K±I×J/K | 3,601,597,488.81 | |
ROE | M=A/L | -4.91% | |
Weighted average return on net assets after deducting non-recurring gains and losses | N=C/L | -5.50% |
3. Calculation process of basic earnings per share and diluted earnings per share
(1) The calculation process of basic earnings per share
project | Serial Number | Number of this issue |
Net profit attributable to common shareholders of the company | A | -176,710,947.65 |
profit and loss | B | 21,268,974.04 |
Net profit attributable to common shareholders of the company after deducting non-recurring gains and losses | C=A-B | -197,979,921.69 |
project
project | Serial Number | Number of this issue |
Total number of shares at the beginning of the period | D | 1,011,660,000.00 |
Increase in the number of shares due to the conversion of housing provident fund into share capital or distribution of stock dividends, etc | E | |
Issuance of new shares or debt-to-equity swaps to increase the number of shares | F | |
Accumulated number of months from the following month to the end of the reporting period for increasing shares | G | |
Reduce the number of shares due to repurchase and other reasons | H | |
Accumulated number of months from the following month to the end of the reporting period for reducing shares | I | |
The number of shares reduced during the reporting period | J | |
Number of months in the reporting period | K | 12 |
Weighted average of outstanding common stocks | L=D+E+F×G/K-H×I/K-J | 1,011,660,000.00 |
basic earnings per share | M=A/L | -0.17 |
Basic earnings per share after deducting non-recurring gains and losses | N=C/L | -0.20 |
(2) The calculation process of diluted earnings per share
The calculation process of diluted earnings per share is the same as that of basic earnings per share.