深物业A(000011)-公司公告-深物业B：2014年年度报告（英文版）-股票行情中心 -搜狐证券
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深物业B：2014年年度报告（英文版）&&
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
SHENZHEN PROPERTIES & RESOURCES
DEVELOPMENT (GROUP) LTD.
2014 ANNUAL REPORT
March 2015
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section I. Important Reminders, Catalogue & Explanation
The Board of Directors, the Supervisory Committee, directors, supervisors and senior management
staff of Shenzhen Properties & Resources Development (Group) Ltd. (hereinafter referred to as “the
Company”) warrant that this report is factual, accurate and complete without any false record,
misleading statement or material omission. And they shall be jointly and severally liable for that.
All directors attended the board session for reviewing this report.
The Company’s profit distribution preplan upon review and approval of this board session: Based
on the total shares of the Company as at 31 Dec. 2014, a cash dividend of RMB 2.20 (tax included)
will be distributed for every 10 shares held by shareholders. No bonus shares will be granted and no
capital reserve will be turned into share capital.
Mr. Chen Yugang, Company Principal, Mr. Wang Hangjun, Person in Charge of Accounting Work,
and Ms. Shen Xueying, Person-in-charge of the accounting organ (Chief of Accounting), hereby
confirm that the Financial Report enclosed in the Annual Report is true and complete.
This report is prepared in both Chinese and English. Should there be any discrepancy between the
two versions, the Chinese version shall prevail.
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
2014 Annual Report ........................................................................................................................... 1
Section I. Important Reminders, Catalogue & Explanation.......................................................... 2
Section II. Company Profile .............................................................................................................. 6
Section III. Accouonting & Business Highlights ............................................................................. 9
Section IV. Report of the Board of Directors ................................................................................. 13
Section V. Significant Events ........................................................................................................... 33
Section VI. Change in Shares & Shareholders .............................................................................. 42
Section VII. Preferred Shares ......................................................................................................... 51
Section VIII. Directors, Supervisors, Senior Management Staff & Employees ......................... 52
Section IX. Corporate Governance ................................................................................................ 62
Section X. Internal Control ............................................................................................................. 68
Section XI. Financial Report ........................................................................................................... 70
Section XII. Documents Available for Reference ........................................................................ 221
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Explanation
Company, the Company
Shenzhen Properties & Resources Development (Group) Ltd.
Refers Shenzhen
Government
State-owned
Shenzhen SASAC
Supervision and Administration Commission
Shenzhen Investment Holdings Co., Ltd.
Shenzhen Construction Investment Holdings Corporation
Shenzhen Investment Management Co., Ltd.
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Reminder of Major Risks
1. Changes in the government’s real estate an 2. Changes in
real estate supply and demand.
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section II. Company Profile
I. Company information
Stock abbreviation
SWYA, SWYB
Stock code
Stock exchange listed with
Shenzhen Stock Exchange
Chinese name of the Company 深圳市物业发展(集团)股份有限公司
Abbr. of the Chinese name of
深物业集团
the Company
English name of the Company
Properties & Resources Development（Group） Ltd.
Abbr. of the English name of
the Company (if any)
Legal representative of the
Mr. Chen Yugang
39/F and 42/F, International Trade Center, Renmin South Road, Shenzhen, Guangdong Province,
Registered address
Postal code for the registered
39/F and 42/F, International Trade Center, Renmin South Road, Shenzhen, Guangdong Province,
Office address
Postal code for the office
Email address
II. Contact us
Company Secretary
Securities Affairs Representative
Fan Weiping
Qian Zhong, Huang Fengchun
42/F, International Trade Center, Renmin
42/F, International Trade Center, Renmin
Contact address
South Road, Shenzhen, Guangdong
South Road, Shenzhen, Guangdong
Province, P.R.China
Province, P.R.China
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
III. About information disclosure and where this report is placed
Newspapers designated by the Company for
A-share: Securities Times
information disclosure
B-share: Ta Kung Pao (HK)
Internet website designated by CSRC for disclosing
this report
BOD Office, 42/F, International Trade Center, Renmin South Road,
Where this report is placed
Shenzhen, Guangdong Province, P.R.China
IV. Change of the registered information
Registration code of
Registration date
Registration place
Business license No.
Organizational code
Industrial and
Commercial
Administration
Initial registration
17 Jan. 1983
Bureau of Shenzhen
Government
Industrial and
Commercial
At the end of the
Administration
10 May 2013
reporting period
Bureau of Shenzhen
Government
Changes of the main business since listing
Changes of the controlling shareholder (if
V. Other information
The CPAs firm hired by the Company:
Union Power CPAs Co., Ltd. (LLP)
2~9/F, Union Power Building, 169 Donghu Road, Wuchang District, Wuhan, Hubei Province,
Office address
Signing accountants
Zhang Jun, Dong Hanlan
Sponsor engaged by the Company to conduct sustained supervision during the reporting period
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
□ Applicable √ Inapplicable
Financial consultant engaged by the Company to conduct sustained supervision during the reporting period
□ Applicable √ Inapplicable
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section III. Accounting & Business Highlights
I. Major accounting data and financial indicators
Does the Company adjust retrospectively or restate accounting data of previous years due to change of the
accounting policy or correction of any accounting error?
√ Yes □ No
Increase or
decrease of this
year over last
adjustment
adjustment
adjustment
adjustment
adjustment
Operating revenue (RMB
1,268,451,451. 1,619,227,227. 1,619,227,227.
1,861,298,830. 1,861,298,830.
attributable
shareholders of the Company 417,498,679.91 300,840,563.81 300,840,563.81
38.78% 375,422,129.64 375,422,129.64
(RMB Yuan)
Net profit attributable to
shareholders of the Company
253,778,668.88 300,239,183.47 300,239,183.47
-15.47% 337,545,206.86 337,545,206.86
after extraordinary gains and
losses (RMB Yuan)
Net cash flows from operating
-14,627,057.08 110,424,330.10 110,424,330.10
-113.25% 805,714,197.38 805,714,197.38
activities (RMB Yuan)
Basic EPS (RMB Yuan/share)
Diluted EPS (RMB Yuan/share)
Weighted average ROE (%)
Increase or
decrease of this
As at 31 Dec. 2013
year-end than
As at 31 Dec. 2012
As at 31 Dec.
last year-end
adjustment
adjustment
adjustment
adjustment
adjustment
3,883,288,145. 3,873,252,714. 3,873,252,714.
3,950,705,938. 3,950,705,938.
Total assets (RMB Yuan)
attributable
2,074,242,662. 1,802,781,292. 1,802,781,292.
1,503,156,542. 1,503,156,542.
shareholders of the Company
(RMB Yuan)
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
II. Differences between accounting data under domestic and overseas accounting standards
1. Differences of net profit and net assets disclosed in financial reports prepared under international and
Chinese accounting standards
√ Applicable □ Inapplicable
Unit: RMB Yuan
Net profit attributable to shareholders of the
Net assets attributable to shareholders of the
Closing amount
Opening amount
According to Chinese
417,498,679.91
300,840,563.81
2,074,242,662.07
1,802,781,292.68
accounting standards
Items and amounts adjusted according to international accounting standards
According to international
417,498,679.91
300,840,563.81
2,074,242,662.07
1,802,781,292.68
accounting standards
2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and
Chinese accounting standards
√ Applicable □ Inapplicable
Unit: RMB Yuan
Net profit attributable to shareholders of the
Net assets attributable to shareholders of the
Closing amount
Opening amount
According to Chinese
417,498,679.91
300,840,563.81
2,074,242,662.07
1,802,781,292.68
accounting standards
Items and amounts adjusted according to overseas accounting standards
According to overseas
417,498,679.91
300,840,563.81
2,074,242,662.07
1,802,781,292.68
accounting standards
3. Explain reasons for the differences between accounting data under domestic and overseas accounting
√ Applicable □ Inapplicable
No difference
III. Items and amounts of extraordinary gains and losses
√ Applicable □ Inapplicable
Unit: RMB Yuan
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Mainly the gains on
transferring the 50%
Gains/losses on the disposal of non-current
stake in Shenzhen
assets (including the offset part of the asset
219,223,848.63
534,657.73 Guomao Tian’an
impairment provisions)
Properties Co., Ltd.
and disposal of some
investing real estate
Tax rebates, reductions or exemptions due to
approval beyond authority or the lack of
1,720,000.00
official approval documents
Government grants recognized in the current
period, except for those acquired in the
ordinary course of business or granted at
certain quotas or amounts according to the
government’s unified standards
Gain/loss on non-monetary asset swap
47,444,108.36
Expenses on business reorganization, such
arrangements,
-3,152,560.00
integration, etc.
Current net gains and losses of subsidiaries
acquired in business combination under the
1,312,539.70
period-begin
combination date
Impairment provision reversal of accounts
receivable on which the impairment test is
429,994.49
833,813.78
623,086.75
carried out separately
Paid inactivity fees for
Non-operating income and expense other
-22,799,362.40
-724,421.19
778,062.12 the land of Fuchang
than the above
Reversal of the
inventory falling price
5,895,627.11
definition of an extraordinary gain/loss
provision on the land
of Fuchang Phase II
Less: Income tax effects
39,034,596.80
-419,360.80
11,982,949.11
Minority interests effects (after tax)
-599,977.23
163,720,011.03
601,380.34
37,876,922.78
Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in
the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the
Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
explanatory announcement as a recurrent gain/loss item
□ Applicable √ Inapplicable
No such cases in the reporting period.
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section IV. Report of the Board of Directors
I. Overview
In 2014, the Company achieved operating revenues of RMB 1,268.45 million and net profit of RMB 417.5 million
(attributable to the Company without subsidiaries). As at the end of 2014, the total assets stood at RMB 3.883
billion, the equities attributable to shareholders of the Company without subsidiaries at RMB 2,074.24 million, the
weighted average ROE at 21.82%, the EPS at RMB 0.70/share and the net asset value per share at RMB
3.48/share.
In 2014, the Company’s real estate projects in Shenzhen went into their last rounds of sale. Meanwhile, projects in
the third-and fourth-tier cities didn’t reach the carry-over conditions yet, causing a great YoY decrease in the area
available for carry-over and the income. All these posed great challenges to the Company’s main business of real
estate. As countermeasures, the Company, according to the market situation, adjusted its marketing strategy in
time, expanded marketing channels and proactively push forward projects under construction. At the same time, it
also worked on the sidelines such as property management and taxi passenger transportation, promoting a steady
development in the sidelines. According to the overall planning, the Company kept operating in a prudent manner.
In 2014, the Company convened two general meetings to review 10 proposals, 6 board meetings to review 24
proposals, 4 meetings of the Audit Committee under the board to review the annual report audit, one meeting of
the Nomination Committee and two meetings of the Remuneration Committee. In the year, the Company
disclosed 34 announcements, including periodic reports and interim announcements, covering various aspects of
the Company’s operation and management. No careless omission occurred to all these 34 announcements
throughout the year.
II. Main business analysis
1. Overview
Overview of the reporting period progress of development strategies and business plans disclosed in previous
For the reporting period, the Company achieved operating revenues of RMB 1.268 billion, operating profits of
RMB 575 million and a net profit of RMB 417 million, up 38.78% from the year earlier. The Company
specializes in real estate development with tax passenger transportation, property management, etc. as its sidelines.
It achieved a main business income of RMB 1.209 billion throughout the year.
State the reasons why the Company’s actual business performance is 20% lower or higher than the earning
forecast for the reporting period which has been publicly disclosed earlier:
□ Applicable √ Inapplicable
Changes of the main operation mode
□ Applicable √ Inapplicable
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
2. Revenues
In 2014, the Company’s real estate projects in Shenzhen went into their last rounds of sale. Meanwhile, projects in
the third-and fourth-tier cities didn’t reach the carry-over conditions yet, causing a great YoY decrease in the area
available for carry-over and the income.
Are the Company’s goods selling revenue higher than the service revenue?
√ Yes □ No
Real estate
Sales volume
809,260,338.23
1,230,875,723.09
development
House leasing and
Sales volume
307,136,733.64
264,369,404.67
management
Transportation
Sales volume
62,476,507.32
61,507,993.96
Catering service
Sales volume
24,634,302.99
22,446,168.75
Sales volume
5,937,003.71
4,197,563.98
Sales volume
1,209,444,885.89
1,583,396,854.45
Reasons for any over-30% YoY movement of the data above:
√ Applicable □ Inapplicable
The real estate projects available for carry-over in 2014 decreased considerably, leading to a YoY decrease in the
relevant income.
Major orders on hand:
□ Applicable √ Inapplicable
Significant change or adjustment of the Company’s products or services during the reporting period:
□ Applicable √ Inapplicable
Major customers:
Total sales to the top 5 customers (RMB Yuan)
139,256,265.89
Ratio of the total sales to the top 5 customers to the
annual total sales (%)
Information about the top 5 customers:
√ Applicable □ Inapplicable
Serial No.
Name of customer
Sales (RMB Yuan)
Proportion in annual total sales (%)
Huawei Technologies Co., Ltd.
50,949,219.01
Natural person
38,139,765.00
Alibaba (China) Co., Ltd.
20,665,515.88
Natural person
16,739,025.00
Natural person
12,762,741.00
139,256,265.89
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Other information about the major customers:
□ Applicable √ Inapplicable
Classified by industry:
Unit: RMB Yuan
Proportion in
Proportion in
YoY +/- (%)
operating costs
operating costs
Real estate
-282,073,502.33
162,645,492.90
444,718,995.23
development
House leasing
279,143,261.38
239,726,322.65
39,416,938.73%
and management
Transportation
30,388,793.31
29,516,365.05
872,428.26%
Catering service
20,202,098.26
18,894,389.77
1,307,708.49%
5,269,572.72
5,231,518.34
38,054.38%
-240,438,372.47
497,649,218.57
738,087,591.04
Classified by product:
Unit: RMB Yuan
Proportion in
Proportion in
YoY +/- (%)
operating costs
operating costs
The projects available for carry-over in 2014 decreased considerably and the cost carry-over decreased
accordingly.
Major suppliers:
Total purchases from the top 5 suppliers (RMB Yuan)
465,228,337.78
Ratio of the total purchases from the top 5 suppliers to the
annual total purchases (%)
Information about the top 5 suppliers:
√ Applicable □ Inapplicable
Procurement amount (RMB
Proportion in annual total procurement
Serial No.
Name of supplier
The Second Construction Co., Ltd. of
375,586,019.69
China Construction Third Engineering
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
China Construction Second Engineering
44,249,361.09
Bureau Ltd.
Xuzhou Tongshan Electric Power Supply
21,258,077.00
Shenzhen Risheng Gardening Co., Ltd.
14,928,880.00
Construction
9,206,000.00
Supervision Co., Ltd.
465,228,337.78
Other information about the major suppliers:
√ Applicable □ Inapplicable
We specialize in real estate development and operation. When developing a project, according to the bid invitation
regulations of the Central Government and the project’s local government, we select our general construction
contractor and specific suppliers through public invitation of bids via the government’s construction trading
service center, a bid invitation company, etc. The bid-winning contractor will be responsible for procurement of
the main construction materials for the project. Except for imperfect competition markets (such as power, water
and gas supply for some regions), we make our own procurement mainly for marketing center decoration, model
house decoration, outdoor landscaping and some engineering design. Regarding the aforesaid bid invitation or
procurement, we organize bid invitation and determine contractors according to the projects’ local regulations and
the Company’s rules for bid invitation. Through bidding and competition, we are able to reduce and keep the
project costs under a rational level.
4. Expense
YoY changes of the selling expenses, administrative expenses, financial expenses and income tax expenses:
Jan.-Dec. 2014 (RMB
Jan.-Dec. 2013 (RMB
Selling expenses
26,318,080.91
40,219,755.20
Administrative
103,915,932.80
109,662,479.90
Financial expenses
-12,697,790.50
-6,334,701.69
Income tax expenses
136,266,283.67
122,093,910.62
Notes: Selling expenses decreased 34.56% year on year mainly because we controlled expense through cutting
down marketing expenses on advertising and sales service. The financial expenses for the reporting period and
last year were both negative, i.e. gains, and the gains for the reporting period increased 100.45% year on year
mainly because the interest income increased.
5. R&D expenses
Inapplicable
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
6. Cash flows
Unit: RMB Yuan
YoY +/-（%）
Subtotal of cash inflows from
1,169,054,597.62
1,094,310,185.61
operating activities
Subtotal of cash outflows from
1,183,681,654.70
983,885,855.51
operating activities
Net cash flows from operating
-14,627,057.08
110,424,330.10
activities
Subtotal of cash inflows from
238,169,791.85
18,659,065.60
investing activities
Subtotal of cash outflows from
13,949,481.24
12,696,883.02
investing activities
Net cash flows from investing
224,220,310.61
5,962,182.58
activities
Subtotal of cash inflows from
316,370,000.00
461,243,352.00
financing activities
Subtotal of cash outflows from
693,077,717.73
397,380,895.98
financing activities
Net cash flows from financing
-376,707,717.73
63,862,456.02
activities
Net increase in cash and cash
-168,208,437.52
179,447,502.83
equivalents
Reasons for any over-30% YoY movement of the data above:
√ Applicable □ Inapplicable
① Net cash flows from operating activities decreased from last year mainly because the funds input to project
development increased.
② Cash inflows and net cash flows from investing activities increased from last year mainly because of the cash
received from disposal of the 50% stake in the Tian’an subsidiary.
③ Cash outflows from investing activities decreased from last year mainly because subsidiaries renewed fewer
④ Cash inflows from financing activities decreased from last year mainly because new borrowings decreased.
⑤ Cash outflows from financing activities increased from last year mainly because loan repayments increased
and the Company paid the cash dividends for 2013.
⑥ Net cash flows from financing activities decreased from last year mainly because the Company secured a
smaller total amount of borrowings, repaid more and paid the cash dividends for 2013.
⑦Net increase in cash and cash equivalents decreased from last year mainly because the Company input more to
project development, secured a smaller total amount of borrowings, repaid more and paid the cash dividends for
Reasons for a big difference between the operating cash flows and the net profit:
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
√ Applicable □ Inapplicable
Net cash flows from operating activities of the Company in the reporting period stood at RMB -14,627,057.08,
representing a big difference with the net profit of RMB 417,498,679.91, which was mainly because ① some
project sales achieved last year were settled in
② new project inputs in the reporting period
did not reach the settl and ③ the investment gain of RMB 215 million in the net profit was
cash flows from investing activities.
III. Breakdown of main business
Unit: RMB Yuan
Increase/decrease
Increase/decrease
Increase/decrease
Gross profit rate
of operating
of gross profit
Operating cost
of operating cost
revenue over last
rate over last year
over last year (%)
Classified by industry:
Real estate
809,260,338.23
162,645,492.90
development
House leasing
307,136,733.64
279,143,261.38
and management
Transportation
62,476,507.32
30,388,793.31
Catering service
24,634,302.99
20,202,098.26
5,937,003.71
5,269,572.72
Classified by product:
Real estate
809,260,338.23
162,645,492.90
development
House leasing
307,136,733.64
279,143,261.38
and management
Transportation
62,476,507.32
30,388,793.31
Catering service
24,634,302.99
20,202,098.26
5,937,003.71
5,269,572.72
Classified by region:
1,001,656,621.55
320,886,288.53
207,788,264.34
176,762,930.04
Where the Company’s accounting standard of the main business data above changed during the reporting period,
give the main business data of the latest year adjusted according to the accounting standard at the end of the
reporting period:
□ Applicable √ Inapplicable
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
IV. Asset and liability analysis
1. Major changes of asset items
Unit: RMB Yuan
As at 31 Dec. 2014
As at 31 Dec. 2013
Proportion in
Proportion in Proportion
Explain any major change
total assets
total assets change（%）
808,963,376.6
The Company repaid more
Monetary funds
20.83% 977,171,814.20
borrowings and paid dividends.
Amounts due from house owners to
26,585,132.12
0.68% 22,208,022.21
0.11% property management subsidiaries
receivable
increased.
2,323,472,671.
2,101,399,879.
The inputs to project development
Inventories
increased.
Investing real
250,014,034.9
6.44% 273,314,623.03
-0.62% Provisions for depreciation
Long-term equity
The 50% stake in the Tian’an
32,888,939.41
0.85% 63,111,931.67
investment
subsidiary was sold.
Fixed assets
64,069,233.96
1.65% 75,301,015.72
-0.29% Provisions for depreciation
The pre-paid taxes and fares were
Prepayments
25,989,832.24
0.67% 35,904,799.33
-0.26% transferred out due to project
settlement.
Intangible assets
99,792,587.03
2.57% 106,945,090.07
-0.19% Amortization
The land VAT provision increased
Deferred income
216,552,790.6
due to project settlement and the
5.58% 191,592,588.80
tax assets
relevant deferred income tax was
recognized.
2. Major changes of liability items
Unit: RMB Yuan
Proportion in
Proportion in
Explain any major change
total assets
total assets
Short-term
100,000,000.0
2.58% 300,000,000.00
-5.17% Mature ones were repaid.
borrowings
177,613,352.0
4.57% 116,243,352.00
1.57% Project borrowings secured by
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
borrowings
subsidiaries increased.
175,347,021.1
Accounts payable
4.52% 265,697,047.64
-2.34% Some were settled as agreed.
Some were settled upon satisfaction of
28,756,337.08
0.74% 141,082,677.48
settlement conditions.
Taxes and fares
1,015,363,636.
Land VAT on the project income
26.15% 865,513,058.59
increased.
111,032,824.5
Other payables
2.86% 123,967,110.64
-0.34% Some were settled as agreed.
Non-current
liabilities due
5,000,000.00
0.13% 64,316,666.64
-1.53% Mature ones were repaid.
within 1 year
Other non-current 114,706,662.7
2.95% 117,372,554.07
-0.08% Some were settled as agreed.
liabilities
3. Assets and liabilities measured at fair value
√ Applicable □ Inapplicable
Unit: RMB Yuan
Gain/loss on
Cumulative fair
Impairment
fair value
Sold amount in
value change
provisions in
amount in the
change in the
the reporting
recorded into
the reporting
Financial assets
Available-for-s
802,199.55
2,933,175.45
3,993,000.00
ale financial
Subtotal of
802,199.55
2,933,175.45
3,993,000.00
financial assets
Total of the
802,199.55
2,933,175.45
3,993,000.00
liabilities
Did any significant change occur to the attribute of the Company’s main asset measurement during the reporting
□ Yes √ No
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
4. Main assets overseas
□ Applicable √ Inapplicable
V. Core competitiveness analysis
Standing firm in Shenzhen, we gradually include major cities in the Yangtze River Delta and the Pearl River Delta
in our real estate investment plan. We mainly rely on high-value projects in Shenzhen. The “SZPRDQianhai
Harbor” project and the “SZPRDGolden Collar Holiday” project have now been fully launched, which are both
in smooth progress. These projects enjoy excellent geological locations, low land costs, good economic benefits
and great development potential, which lays a solid foundation for us to keep a stable business performance and
develop subsequent projects. We have been working with famous and professional intermediary agencies in recent
years to keep improving our corporate management capability in real estate project management, cost control,
internal control, etc. We also closely follow new trends in the industry, try new management methods and
operational approaches and try to create our own competitive edges in the future while taking into consideration
our existing business structure.
We proactively deal with severe market challenges to maintain a sound development. In 2014, we were granted
quite a few honors, for example, the “Top 100 Shenzhen Enterprises for 2014”, the “Top 500 Real Estate
Enterprises in China for 2014”, the “Top Shenzhen Real Estate Enterprise in Brand Value for 2014” and the
“2014 Advanced Real Estate Brand Award”.
VI. Investment analysis
1. Investments in equities of external parties
(1) Investments in external parties
□ Applicable √ Inapplicable
No such cases in the reporting period.
(2) Equity-holdings in financial enterprises
□ Applicable √ Inapplicable
No such cases in the reporting period.
(3) Securities investments
□ Applicable √ Inapplicable
No such cases in the reporting period.
(4) Shareholdings in other listed companies
√ Applicable □ Inapplicable
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Company’s
Initial investment
Closing book
Gain/loss for
owner’s equity in Accounting
Stock code
Stock abbr.
shareholding
reporting period
the reporting
percentage in
the investee
2,962,500.00
3,993,000.00
2,933,175.45 Available-for Directional
purchase of
2,962,500.00
3,993,000.00
2,933,175.45
2. Wealth management entrustment, derivative investments and entrustment loans
(1) Wealth management entrustment
□ Applicable √ Inapplicable
No such cases in the reporting period.
(2) Derivative investments
□ Applicable √ Inapplicable
No such cases in the reporting period.
(3) Entrustment loans
□ Applicable √ Inapplicable
No such cases in the reporting period.
3. Use of raised funds
□ Applicable √ Inapplicable
No such cases in the reporting period.
4. Analysis to main subsidiaries and stock-participating companies
√ Applicable □ Inapplicable
Main subsidiaries and stock-participating companies:
Unit: RMB Yuan
Registered
products/ser
Total assets Net assets
Net profit
30,000,000. 1,969,117,7 772,987,76 770,228,43 319,503,57 239,993,01
Subsidiary
Real estate
Estate Co.,
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Real Estate
30,950,000. 255,775,52 59,915,021. 12,427,245. 8,288,527.9 4,507,328.7
Subsidiary
Real estate
nt Co., Ltd.
Real estate
houses and
29,850,000. 505,255,31 214,475,36 60,128,586. 16,988,438. 12,618,263.
Subsidiary
transportati
transportati
managemen managemen 20,000,000. 227,128,40 70,669,666. 317,027,39 23,986,360. 17,689,738.
Subsidiary
t Co., Ltd.
Notes to main subsidiaries and stock-participating companies
Subsidiaries acquired or disposed during the reporting period:
□ Applicable √ Inapplicable
5. Significant projects invested with non-raised funds
√ Applicable □ Inapplicable
Unit: RMB Ten Thousand Yuan
Cumulative
Total planned
Input for this
actual input as
Disclosure date
Disclosure
Project name
index (if any)
investment
period-end
SZPRD-Bansh
anyujing (first
and second
SZPRD-Songh
(previously
land in Dalang,
SZPRD-Golde
(previously
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
SZPRD-Hupan
yujing (first
and second
SZPRD-Qianha
i Bay (land in
the Moon Bay)
VII. Predict the operating results of Jan.-Mar. 2015
Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin
to the end of the next reporting period according to prediction, as well as explanations on the reasons:
√ Applicable □ Inapplicable
Prediction: Considerable decrease at the same direction
Type of the predicted data: exact data
Jan.-Mar. 2015
Jan.-Mar. 2014
Predicted accumulative net
profit (RMB Ten thousand)
Basic EPS (RMB Yuan/share)
Reason for the considerable fluctuation of the business results: The project sales and the area
available for settlement in Jan.-Mar. 2015 decreased considerably on the year-on-year basis. The
Explanation
the aforesaid estimate is just preliminary measurement given by the Company according to the current
predictions
sales situation of real estate projects. Investors are kindly reminded to be noted that the actual
earnings of the Company for Jan.-Mar. 2015 shall be subject to data disclosed in the Company’s
report for the first quarter of 2015.
VIII. Entities controlled by the Company for special purposes
√ Applicable □ Inapplicable
For details, see “Section XI. Financial R IX. 1. Equities in subsidiaries”.
IX. Outlook of the Company’s future development
(I) The real estate industry is stepping into a “New Normal” status, and the Company is facing bigger
challenges in future
In 2014, although the Company did a satisfactory job handling, it came across difficulties more distinct than in
2013, and the crisis awareness thorough the Group further strengthened.
Firstly, there are concerns about the Company’s land reserve. Currently, the floor space of land under
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
development totals to 192,800.00 square meters, the gross construction area is 638,400.00 square meters, and the
site area for land reserve (not developed yet or reserved for development) is 92,500.00 square meters. Nature of
all the aforesaid land belongs to residence. Besides, the Fuchang Phase II, Meilin Workshop, and Comprehensive
Building could be taken as land reserve for the Company after related issues have been straightened out. Enlarging
land reserve, as well as enhancing subsequent development power, has become the most urgent and core work
assignment of the Company in the following three years.
Secondly, the management level of us needs improvement. In recent years, the Company has advanced the
development and management level for real estate by ways of perfecting the framework of managing real estate
proprietors, formulating professional management systems including Real Estate Manual, and so on. However, the
aging of workforce, the shortage of professional talents, together with the to-be-improved incentive and
assessment mechanism, result to the distance between the Company and advanced enterprises in the industry in
factors such as development cycle, cost control, and trading mode. In the trend of slower overall development
speed of the industry, higher concentration ratio, and transformation of companies in succession, the Company
desiderates the construction of a basic development management system which meets industry standards and
company practice with high efficiency, as well as the learning and absorption of new management ideas and
technologies of the industry in time.
Thirdly, the competitions in real estate market in 2015 are expected to be more fierce, the operational types of real
estate industry will encounter big changes, the comprehensive development speed shall slow down, polarization
between cities will be more distinct, the investment and sales risks will increase, the cost of main elements
including land and fund will keep raising, and sales will get harder, leading to declined sales margin. The modes
of high turnover rated and large-scale replicate development have been calling for adjustment due to limited
market space. Meanwhile, new modes such as internet and real estate finance are continuously changing the path
of industry development. As a result, the Company should understand the future development trend of the industry
in more accurate and timely way.
(II) Major work plan in 2015
In the new year, facing serious challenges, the Company shall insist on the target of steady development, innovate
on management, and strive for development opportunities in crisis, keep expanding strength, and schedule work
for Y2015 in aspects as below:
1. Taking project management as the core, and fastening on the quality and schedule of constructions in progress
In 2014, in the face of the downturn of sales market and fierce competitions, the pressure of risk management of
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
the Company’s non-local projects tightened up, which requested more demanding control of the Company in
construction schedule and quality management and control of projects. In 2015, the Company will still target on
building boutique properties, practice the mission of Quality Estates and Wonderful Life, fasten on the quality and
schedule of constructions in progress, including SZPRD
Jinling Holiday Apartment Buildings, SZPRD
Bay Garden, SZPRD
Songhulangyuan, SZPRD
Banshanyujing (Xuzhou), SZPRD
Hupanyujing (Yangzhou),
constantly carry out delicacy project management, reinforce control on key points and index of project
development, and tamp on propelling of well-organized launch of constructions in progress.
On the basis of experience and lessons summarized from construction management and sales strategies of all
projects, the Company shall thoroughly revise Real Estate Manual of SZPRD, optimize project management
p and at the same time, carry forward the publicity and practice of the Document of Plan
and Management System for Contracts about Targeted Cost of SZPRD, implement the idea of cost management,
and upgrade the level of cost management and refinement of the Group.
2. Positively responding to industry situation and timely adjusting sales strategies of projects
The Company will keep a watchful eye on policy adjustment for real estates, and adjust sales strategies in time
according to the change of market trends. Meanwhile, the Company will take full advantage of internet marketing,
expand internet customer resources, extend client coverage, realize linked marketing between online and offline
sales, and open up new situation of all-round marketing.
3. Innovating on business models and seeking for new profit growth points
The Company will implement and practice the spirit of the Third Plenary Session of the 18th CPC Central
Committee, positively explore and discuss the mixed ownership reformation of wholly-owned subsidiaries,
especially pay attention to the marketization of enterprises of supplementary businesses, such as property
management and taxi operation, stress on management, transform development pattern, innovate on business
models, and increase development vitality of enterprises. The property management company shall conduct deep
research on management models and related policies of high-tech industrial parks the taxi
company will conduct deep-going surveys on management models, operation status, and the feasibility of
promotion and application of electric taxi, continuously seek for new profit growth points, and improve core
competitiveness.
4. Reforming and innovating, and playing as the leading role in reformation of state-owned enterprises in
As a real estate enterprise with significant influence in investment and shareholding control system, the inevitable
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
trend of future development is Stepping Out. The Company has taken the lead in accumulating certain experience
of marketization development among enterprises in the system by getting and developing land in non-local places
through fully market-oriented way. At the same time, as a listed company, the Company is currently running with
stable performance and fine fundamentals, which especially shown on the two high-quality projects including
Qianhai project and Jinling Holiday project, occupying the capability of capital operation such as issuing
convertible bonds and directional seasoned offering, and possessing basic operational advantages as a listed
company in the implementation of mixed ownership mechanism, which is the highlighted part in this round of
reformation of state-owned enterprises.
In this round of reformation, firstly, we should actively cooperate and respond to reformation measures of SIH,
and undertake reformation tasks. Secondly, we should catch the chances in reformation, and increase the vitality
of the Company. This round of reformation emphasizes on mixed ownership mechanism, the perfection of board
construction, and the practice of long-term effective incentive mechanism, providing companies with more
powerful autonomy in management. If companies can grasp the opportunities, take practical implementation of
shareholding by core-employees, expand the linkage between remuneration and performance assessment of
employees by different means, more professional talents will be introduced, and the business operation vitality of
companies will be greatly activated. Thirdly, we should let our subsidiaries carry forward experimental and prior
reformation for mixed ownership mechanism, such as the introduction of strategic cooperators and the
shareholding by employees.
X. Explanation by the Board of Directors and the Supervisory Committee about the
“non-standard audit report” issued by the CPAs firm for the reporting period
□ Applicable √ Inapplicable
XI. Explain any change of the accounting policies, the accounting estimates and the
accounting methods when compared to the financial report for last year
√ Applicable □ Inapplicable
For details, see “Section XI. Financial R V. 33. Changes in important accounting policies and estimates”.
XII. Explain if any major correction of accounting errors occurred in the reporting period
and for that retroactive restatement was needed
□ Applicable √ Inapplicable
No such cases in the reporting period.
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
XIII. Explanation of the changes of the consolidated statement scale compared to the last
financial report
√ Applicable □ Inapplicable
Changes in the consolidation scope in the reporting period：
Date of deconsolidation
Hainan Xinda Development Corporation
30 Jun. 2014
On 25 Nov. 2011, the proposal on initiating bankruptcy liquidation of Hainan Xinda Development Corporation
(“Hainan Corporation”) was reviewed and approved on the 4th Session of the 7th Board of Directors. On 27 Feb.
2014, Hainan Haikou Intermediate People’s Court issued ,
deciding to accept the bankruptcy liquidation application of Hainan Corporation. On 16 Jun. 2014, Haikou
Intermediate People’s Court issued the (2014) HZFYPZYH No. 1-1 , designating Hainan
Weite Law Firm as the bankruptcy administrator of Hainan Corporation. As such, Hainan Corporation was taken
over by the administrator designated by the court in Jun. 2014 and the Company’s control over it ceased. On 23
Dec. 2014, the first creditors’ meeting for the bankruptcy and liquidation of Hainan Xinda Development
Corporation was convened at Court No. 5 of Haikou Intermediate Court.
Hainan Corporation was founded in 1988 as a wholly-funded subsidiary of the Company. It has now no
development projects or land reserves and has been in deficit for years. According to the book value of its assets
at the end of Jun. 2014, its liquidation value is expected to be naught. The liquidation results haven’t come out at
the disclosure date of this report. The book value of long-term equity investments and accounts receivable stood at
RMB 20,000,000.00 and RMB 49,437,140.28 respectively, for both of which impairment provisions had been
made in full in previous years. For the reporting period, it was transferred into the asset group held for distribution
to owners and stated under other current assets.
XIV. Profit allocation and dividend payout
Formulation, execution or adjustment of the Company’s profit allocation policy during the reporting period:
□ Applicable √ Inapplicable
The Company’s preplans or plans for profit allocation and turning capital reserve into share capital for the recent
three years (including the reporting year):
Plan for profit allocation or turning capital reserve into share capital
A cash dividend of RMB 2.20 (tax included) for every 10 shares, and no shift from capital reserve to share
A cash dividend of RMB 2.50 (tax included) for every 10 shares, and no shift from capital reserve to share
The Company did not allocate profit or turn capital reserve into share capital.
Cash dividend distribution of the Company over the recent three years:
Unit: RMB Yuan
Net profit
Ratio to net profit
Ratio of cash
Cash offering to buy
Cash dividends
attributable to
attributable to
offering to buy back
back shares recorded
(tax included)
shareholders of the
shareholders of the
shares to cash
as cash dividends
listed company in
listed company in
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
the consolidated
the consolidated
statement in the year statement in the year
131,115,400.24
417,498,679.91
148,994,773.00
300,840,563.81
375,422,129.64
The Company (including its subsidiaries) made profit in the reporting period and the retained profit of the
Company (without subsidiaries) was positive, but it did not put forward a preplan for cash dividend distribution:
□ Applicable √ Inapplicable
XV. Pre-plan for profit allocation and turning capital reserve into share capital for the
reporting period
√ Applicable □ Inapplicable
Bonus shares for every 10 shares (share)
Dividend for every 10 shares (RMB Yuan) (tax
Total shares as the basis for the allocation preplan
595,979,092
Total cash dividends (RMB Yuan) (tax included)
131,115,400.24
Distributable profit (RMB Yuan)
1,225,726,944.83
Percentage of the cash dividends in the total
distributed profit (%)
Cash dividend policy:
If the Company is in a mature development stage and has no plans for any significant expenditure, in profit allocation, the ratio of
cash dividends in the profit allocation shall be 80% or above.
Details about the pre-plan for profit allocation and turning capital reserve into share capital
According to the Company’s Articles of Association, as well as the actual situation of its development and operation, the pre-plan
of the Company for 2014 annual profit allocation was as follows: Based on the total 595,979,092 shares of the Company as at 31
Dec. 2014, a cash dividend of RMB 2.20 (tax included) will be distributed for every 10 shares held by shareholders, with the total
cash dividends to be distributed amounting to RMB 131,115,400.24. No capital reserve will be turned into share capital.
XVI. Social responsibilities
√ Applicable □ Inapplicable
1. Positively conducting aiding and charity activities for helping the poor
Firstly, the Company organized and conducted the donation by employees for helping the poor, as well as the
donation by taxi drivers for mutual assistance, so as to secure the fund and make use of it for helping employees
facing difficulties. The Guomao Tax Company allocated RMB 26,000.00 from the Mutual Aid Fund to a taxi
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
driver with serious illness. The group company allocated RMB 8,000.00 from the Helping-the-Poor Fund to 2
employees with serious illnesses. Secondly, the group company granted RMB 20,000.00 to related community
workstations for solving actual community difficulties.
2. Positively conducting publicity activities for environmental protection
Firstly, the Company invited experts to communities for publicity of environmental protection knowledge for
public welfare for 2 times, attracting over 200 community residents. Secondly, the Company organized recycling
and donation activities conducted by the Company’s volunteers and public service organizations for
environmental protection, collecting nearly 3,000 pieces of old clothes.
3. Positively conducting law publicity activities
The Company organized its volunteers and Shenzhen Dogs Protection Association (SDPA) to advertise for
civilized dog-raising, inject rabies vaccine for dogs for free, conduct law publicity activities for civilized
dog-raising, attracting over 200 community residents.
4. Positively conducting blood donation activities by groups
The subordinate Guomao Property, Shenxin Taxi, and Guomao Taxi companies conducted blood donation
activities by groups, with over 150 people joined, and donated blood of over 40,000 ml collected.
5. Conducting micro public good activities in society
Firstly, the subordinate Guomao Taxi and Shenxin Taxi conducted activities, such as Learning from Lei Feng,
Driving Exam Candidates for Free, and Micro Tourism for Caring the Old, organized tax drivers to drive for free
for over 300 vehicle /time and serve citizens for over 300 per capita / time. Secondly, taxi drivers in Guomao Taxi
and Shenxin Taxi companies positively returned belongings left by passengers in taxis and dropped the lost old
off home. Such good personalities and good deeds emerged one after another, and were reported by the media for
many times.
6. Investing fund on energy-saving, consumption-reducing, and environmental protection
Without any special maintenance fund for property, the subordinate Guomao Property Management Company
raised fund of RMB 16 million from proprietors, completed energy-saving transformation of Guomao Mansion,
and obtained remarkable effects. As assessed by Shenzhen Construction Technology Promotion Center under
Housing and Construction Bureau of Shenzhen Municipality, after transformation, the total electricity
consumption of air conditioners decreased by 20%, the total fractional energy-saving ratio reached 13.3%, energy
of nearly 2.1 million kw/h could be saved per year, and the emission of carbon dioxide reduced by over 2 million
tons. The successful practice of the transformation project had not only optimized air conditioning system of the
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
mansion, improved management on energy-consumption of the mansion, made significant sense to energy-saving,
consumption-reducing, as well as optimization and upgrade of enterprises, but also positively contributed to
energy-saving, consumption-reducing, and environmental protection of Shenzhen, had well demonstration effects,
gained good appraisal by flight check from the State Ministry of Finance, and would be reported in the National
Energy-saving Work Conference.
Does the listed company or any of its subsidiaries belong to the heavily polluting industries stipulated by the
environmental protection authorities of the country?
□ Yes √ No □ Inapplicable
Does the listed company or any of its subsidiaries have any other significant social security problems?
□ Yes √ No □ Inapplicable
Any administrative punishment during the reporting period?
□ Yes √ No □ Inapplicable
XVII. Particulars about researches, visits and interviews received in this reporting period
√ Applicable □ Inapplicable
Main discussion and
Time of reception
Place of reception
Way of reception
Visitor type
materials provided by the
Investor interaction
platform of
14 Jan. 2014
Individual
Land reserves
Shenzhen Stock
BOD Office of the
5 Feb. 2014
Individual
Investor interaction
platform of
Disclosure date of the
29 Mar. 2014
Individual
Shenzhen Stock
annual report
Investor interaction
platform of
Time for the general
7 Apr. 2014
Individual
Shenzhen Stock
BOD Office of the
Implementation plan for
25 Apr. 2014
Individual
dividend distribution
BOD Office of the
28 May 2014
Individual
Arrival of dividends
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
BOD Office of the
State-owned enterprise
19 Jul. 2014
Individual
reform plan
BOD Office of the
Any plan for land
7 Sept. 2014
Individual
procurement?
Investor interaction
platform of
26 Oct. 2014
Individual
Any plan for financing?
Shenzhen Stock
Investor interaction
Influence of the reform plan
platform of
13 Nov. 2014
Individual
Investment
Shenzhen Stock
Holdings on the Company
Number of times of reception
Number of institutions received
Number of individuals received
Number of other entities received
undisclosed
information
disclosed, revealed or leaked?
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section V. Significant Events
I. Significant lawsuits or arbitrations
√ Applicable □ Inapplicable
Whether form
Results and
Disclosure
Disclosure
into estimated
(arbitration)
liabilities
Announceme
Progress on
Meisi case
Won the first trial
10 Dec. 2014 Lawsuit
first trial
disclosed on
Ta Kung Pao,
Securities
Announceme
nt No. 2014-3
Bankruptcy
Liquidation
Bankruptcy and
Progress of
liquidation of
15 Mar. 2014 Hainan
by the court
Corporation
Corporation
disclosed on
Ta Kung Pao,
Securities
II. Media’s queries
□ Applicable √ Inapplicable
No such cases in the reporting period.
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
III. Occupation of the listed company’s capital by the controlling shareholder and its related
parties for non-operating purposes
□ Applicable √ Inapplicable
No such cases in the reporting period.
IV. Bankruptcy and reorganization
□ Applicable √ Inapplicable
No such cases in the reporting period.
V. Asset transactions
1. Acquisition of assets
□ Applicable √ Inapplicable
No such cases in the reporting period.
2. Sale of assets
√ Applicable □ Inapplicable
Whether or not
creditor’
ownersh s right
Related- on party
Assets Date of
liabilitie Disclos
principl transacti Compan
Tian’an Shenzhe
39.42% public
(Sui’an) n
Investm Guomao
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Limited Properti
stability.
3. Business combination
□ Applicable √ Inapplicable
No such cases in the reporting period.
VI. Implementation of equity incentive and its influence
□ Applicable √ Inapplicable
No such cases in the reporting period.
VII. Significant related-party transactions
1. Related-party transactions concerning routine operation
□ Applicable √ Inapplicable
No such cases in the reporting period.
2. Related-party transactions arising from asset acquisition or sale
□ Applicable √ Inapplicable
No such cases in the reporting period.
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
3. Significant related-party transactions arising from joint investment in external parties
□ Applicable √ Inapplicable
No such cases in the reporting period.
4. Credits and liabilities with related parties
√ Applicable □ Inapplicable
Was there any credit or liability with any related party for non-operating purpose?
√ Yes □ No
Non-operating
Variety of
incurred in
Related party
Relationship
balance (RMB
balance (RMB
occupation or
Ten thousand) period (RMB Ten thousand)
Ten thousand)
Creditor’s
The Company rights
Anhui Nanpeng
held a 30%
receivable
Papermaking Co., Ltd
stake in it.
related party
Creditor’s
Shenzhen Guomao
The Company rights
Industry Development held a 38.33% receivable
stake in it.
related party
Creditor’s
Shenzhen Wufang
The Company rights
Pottery & Porcelain
held a 26%
receivable
Industrial Co., Ltd
stake in it.
related party
Creditor’s
same control
Shenzhen Guest House
Intra-Group
of the parent
receivable
company of
the Company related party
Creditor’s
Shenzhen Investment
same control
Intra-Group
Property Development of the parent
receivable
company of
the Company related party
Joint venture
SZPRD Jifa
Intra-Group
payable to the
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Warehouse Co., Ltd
related party
Shenzhen Tian’an
Joint venture
International Building
Intra-Group
payable to the
related party
Management Co., Ltd
Shenzhen Investment
same control
Intra-Group
Property Development of the parent
payable to the
company of
related party
the Company
Controlling
Shenzhen Investment
Entrustment
shareholder of payable to the
Holdings Co., Ltd.
borrowings
the Company related party
Influence of the credits and liabilities
with related parties on the Company’s All under the risk control of the Company and will not affect the Company’s operating
operating results and financial
results and financial situation
5. Other significant related-party transactions
□ Applicable √ Inapplicable
No such cases in the reporting period.
VIII. Significant contracts and their execution
1. Trusteeship, contracting and leasing
(1) Trusteeship
□ Applicable √ Inapplicable
No such cases in the reporting period.
(2) Contracting
□ Applicable √ Inapplicable
No such cases in the reporting period.
(3) Leasing
□ Applicable √ Inapplicable
No such cases in the reporting period.
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
2. Guarantees provided by the Company
√ Applicable □ Inapplicable
Unit: RMB Ten Thousand Yuan
Guarantees provided by the Company for external parties (excluding those for subsidiaries)
Disclosure
Amount for occurrence date
Guaranteed party
agreement)
Vehicle Industry Co.,
2,600 11 Jan. 2012
500 Pledge
Joint-liability
Guomao 23 Apr.
4,000 25 Jul. 2014
Car Rental Co., Ltd. 2014
Shenzhen Properties
Resources 24 Apr.
Joint-liability
45,000 20 Jun. 2014
Development
(Group) Ltd.
Total external guarantee line
Total actual occurred amount
approved during the reporting
0 of external guarantee during
period (A1)
the reporting period (A2)
Total external guarantee line that
Total actual external guarantee
has been approved at the end of
51,600 balance at the end of the
the reporting period (A3)
reporting period (A4)
Guarantees provided by the Company for its subsidiaries
Disclosure
Amount for occurrence date
Guaranteed party
agreement)）
Dongguan Guomao
Joint-liability
Changsheng Real
44,000 11 Jan. 2013
Estate Development 2012
Shenzhen Guomao
Joint-liability
Vehicle Industry Co.,
7,000 27 Jun. 2014
Shenzhen Guomao
2,000 14 May 2014
1,000 Pledge
Vehicle Industry Co., 2014
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Total actual occurred amount
Total guarantee line approved for
of guarantee for the
subsidiaries
subsidiaries during the
reporting period (B1)
reporting period (B2)
Total guarantee line that has been
Total actual guarantee balance
approved for the subsidiaries at
70,000 for the subsidiaries at the end
the end of the reporting period
of the reporting period (B4)
Total guarantee amount provided by the Company (total of the above-mentioned two kinds of guarantees)
Total guarantee line approved
Total actual occurred amount
30,000 of guarantee during the
reporting period (A2+B2)
Total guarantee line that has been
Total actual guarantee balance
approved at the end of the
121,600 at the end of the reporting
reporting period (A3+B3)
period (A4+B4)
Proportion of total guarantee amount (A4+B4) to the net assets
of the Company
Amount of guarantee for shareholders, actual controller and
related parties (C)
Amount of debt guarantee provided for the guaranteed party
whose asset-liability ratio is not less than 70% directly or
indirectly (D)
Part of the amount of the total guarantee over 50% of net assets
Total amount of the above three guarantees (C+D+E)
The Company provided a total guarantee amount of RMB 282.61
million to external parties, including a guarantee amount of RMB
241.24 million provided by the Company for its subsidiaries and a
guarantee amount of RMB 41.37 million provided by subsidiaries
Explanation on possible bearing joint responsibility of
to subsidiaries or the Company. Neither the Company nor its
liquidation due to immature guarantee (if any)
subsidiaries provided guarantees for any company not in the
consolidation scope. Up to the end of the reporting period,
subsidiaries were in normal operation and the loans were also in a
normal status, with the risk being controllable.
Explanation on provision of guarantees for external parties in
violation of the prescribed procedure (if any)
Particulars about guarantees provided in a compound way
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
(1) Illegal provision of guarantees for external parties
□ Applicable √ Inapplicable
No such cases in the reporting period.
3. Other significant contracts
□ Applicable √ Inapplicable
No such cases in the reporting period.
4. Other significant transactions
□ Applicable √ Inapplicable
No such cases in the reporting period.
IX. Fulfillment of commitments
1. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the
reporting period, or such commitments carried down into the reporting period
□ Applicable √ Inapplicable
No such cases in the reporting period.
2. If earnings from any of the Company’s assets or projects are expected to occur during a period and the
report period is within that period, explain whether the asset or project reaches the expected earnings or
not, as well as the reasons
□ Applicable √ Inapplicable
X. Particulars about engagement and disengagement of CPAs firm
CPAs firm engaged at present
Name of the domestic the CPAs firm
Union Power CPAs Co., Ltd. (LLP)
Fee for the domestic the CPAs firm (RMB Ten
Consecutive years of the audit services provided by
the domestic CPAs firm
Names of the certified public accountants from the
Zhang Jun, Dong Hanlan
CPAs firm changed?
□ Yes √ No
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Any CPAs firm, financial accountant or sponsor engaged for the audit of internal control:
√ Applicable □ Inapplicable
In the reporting period, the Company engaged Union Power CPAs Co., Ltd. (LLP) for its internal control audit
and paid an internal control audit fee of RMB 230,000 to it for the year.
XI. Explanation of the Supervisory Committee and independent directors (if applicable) on
the “Non-standard Audit Report” issued by the CPAs firm during the reporting period
□ Applicable √ Inapplicable
XII. Punishment and rectification
□ Applicable √ Inapplicable
No such cases in the reporting period.
XIII. Possibility of listing suspension and termination after disclosure of this annual report
□ Applicable √ Inapplicable
XIV. Other significant events
□ Applicable √ Inapplicable
No such cases in the reporting period.
XV. Significant events regarding subsidiaries
□ Applicable √ Inapplicable
XVI. Issue of corporate bonds
□ Applicable √ Inapplicable
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
Section VI. Change in Shares & Shareholders
I. Changes in shares
1. Changes in shares
Unit: share
Before the change
Increase/decrease (+, -)
After the change
Capitalizat
Number of Proportion
Number Proportio
I. Restricted shares
by 350,579,9
state-owned corporations
3. Shares held by other
-49,815 1,931,280
domestic investors
Among which: shares held
by domestic corporations
Shares held
II. Non-restricted shares
1. RMB ordinary shares
Domestically
listed 67,605,24
foreign shares
III. Total number of shares
Reason for the change in shares
√ Applicable □ Inapplicable
(I) Explanation about the increase/decrease in the reporting period of “I. Restricted shares”:
The shares held by domestic natural persons decreased by 49,815 shares for the following reasons: The total
51,840 shares of the Company held by former restricted share holder Shenzhen Longgang Changsheng Industrial
Co., Ltd. were frozen and auctioned as a judicial procedure. Natural person Yang Fuze obtained these shares in
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
the auction and the transfer formalities were completed in Jul. 2013. Later, Yang Fuze went through the unlocking
formalities for these shares and accumulatively repaid in Nov. 2013 the 5,025 shares which had been paid by
SIHC on behalf of the former shareholder. On 8 Jan. 2014, the 49,815 shares of the Company held by Yang Fuze
became tradable. For details, see the “Suggestive Announcement on Unlocking Restricted Shares” disclosed on 6
Jan. 2014. As such, the restricted shares decreased by 49,815 shares.
(II) Explanation about the increase/decrease in the reporting period of “I. Non-restricted shares”:
RMB ordinary shares increased by 49,815 shares for the following reasons: The total 51,840 shares of the
Company held by former restricted share holder Shenzhen Longgang Changsheng Industrial Co., Ltd. were frozen
and auctioned as a judicial procedure. Natural person Yang Fuze obtained these shares in the auction and the
transfer formalities were completed in Jul. 2013. Later, Yang Fuze went through the unlocking formalities for
these shares and accumulatively repaid in Nov. 2013 the 5,025 shares which had been paid by SIHC on behalf of
the former shareholder. On 8 Jan. 2014, the 49,815 shares of the Company held by Yang Fuze became tradable.
For details, see the “Suggestive Announcement on Unlocking Restricted Shares” disclosed on 6 Jan. 2014. As
such, RMB ordinary shares had increased by 49,815 shares.
Approval of the change in shares
□ Applicable √ Inapplicable
Transfer of share ownership
□ Applicable √ Inapplicable
Effects of the change in shares on the basic EPS, diluted EPS, net assets per share attributable to common
shareholders of the Company and other financial indexes over the last year and last period
□ Applicable √ Inapplicable
Other contents that the Company considered necessary or were required by the securities regulatory authorities to
□ Applicable √ Inapplicable
2. Changes in restricted shares
√ Applicable □ Inapplicable
Unit: share
Closing restricted
Reason for
restricted shares
restricted shares
Date of unlocking
shareholder
restricted shares
restriction
in current period in current period
II. Issuance and listing of securities
1. Securities issued in the three years ended 31 Dec. 2014
□ Applicable √ Inapplicable
2014 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.
2. Changes in total shares of the Company and the shareholder structure, as well as the asset and liability
structures
□ Applicable √ Inapplicable
3. Existing shares held by the staff of the Company
□ Applicable √ Inapplicable
III. Shareholders and actual controller
1. Total number of shareholders and their shareholdings
Unit: share
Total number of
shareholders on the
shareholders with
shareholders at the
38,575 fifth
35,185 resumed voting
end of the reporting
before the disclosure
rights at the end of
date of the annual
the reporting period
(if any) (see Note 8)
Particulars about shares held by shareholders with a shareholding percentage over 5% or}