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深深房B:2022年年度报告(英文版)

深圳证券交易所 2023-03-18 查看全文

ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE &

PROPERTIES (GROUP) CO. LTD.ANNUAL REPORT 2022

【March 2023】

1ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Part I Important Notes Table of Contents and Definitions

The Board of Directors (or the “Board”) the Supervisory Committee as well as the directors

supervisors and senior management of ShenZhen Special Economic Zone Real Estate &

Properties (Group) Co. Ltd. (hereinafter referred to as the “Company”) hereby guarantee the

factuality accuracy and completeness of the contents of this Report and its summary and shall be

jointly and severally liable for any misrepresentations misleading statements or material

omissions therein.Tang Xiaoping the Company’s General Manager Wang Jianfei the Company’s Chief Financial

Officer and Qiao Yanjun head of the Company’s financial department (equivalent to financial

manager) hereby guarantee that the Financial Statements carried in this Report are factual

accurate and complete.All the Company’s directors have attended the Board meeting for the review of this Report and its

summary.Certain descriptions about the Company’s operating plans or work arrangements for the future

mentioned in this Report and its summary the implementation of which is subject to various

factors shall NOT be considered as promises to investors. Therefore investors are reminded to

exercise caution when making investment decisions.The Board has approved a final dividend plan as follows: based on the total share capital of

1011660000 shares a cash dividend of RMB0.61 (tax inclusive) per 10 shares is to be distributed

to the shareholders with no bonus issue from either profit or capital reserves.This Report and its summary have been prepared in both Chinese and English. Should there be

any discrepancies or misunderstandings between the two versions the Chinese versions shall

prevail.

2ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Table of Contents

Part I Important Notes Table of Contents and Defin... 2

Part II Corporate Information and Key Financial In... 6

Part III Management Discussion and Analysis ........ 10

Part IV Corporate Governance ....................... 30

Part V Environmental and Social Responsibility ..... 47

Part VI Significant Events ......................... 48

Part VII Share Changes and Shareholder Information.. 56

Part VIII Preference Shares ........................ 62

Part IX Bonds ...................................... 63

Part X Financial Statements ........................ 64

3ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Documents Available for Reference

1. The financial statements with the personal signatures and stamps of the Company’s general manager

Chief Financial Officer and head of the financial department;

2. The original of the Auditor’s Report with the stamp of the CPA firm as well as the personal

signatures and stamps of the CPAs; and

3. The originals of all the documents and announcements disclosed by the Company on Securities Times

China Securities Journal and Ta Kung Pao during the Reporting Period.

4ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Definitions

Term Definition

The State-owned Assets Supervision and Administration Commission of the

“Shenzhen SASAC” or the “Municipal SASAC”

People’s Government of Shenzhen Municipal

SIHC Shenzhen Investment Holdings Co. Ltd.ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. and

The “Company” the “Group” “SPG” or “we”

its consolidated subsidiaries except where the context otherwise requires

Shenzhen Property Management Shenzhen Property Management Co. Ltd.Petrel Hotel Shenzhen Petrel Hotel Co. Ltd.Zhentong Engineering Shenzhen Zhentong Engineering Co. Ltd.Huazhan Construction Supervision Shenzhen Huazhan Construction Supervision Co. Ltd.Jianbang Group Guangdong Jianbang Group (Huiyang) Industrial Co. Ltd.Chuanqi Real Estate Development Shenzhen SPG Chuanqi Real Estate Development Co. Ltd.

5ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Part II Corporate Information and Key Financial Information

I Corporate Information

Stock name SPG SPG-B Stock code 000029 200029

Stock exchange for stock

Shenzhen Stock Exchange

listing

Company name in Chinese 深圳经济特区房地产(集团)股份有限公司

Abbr. 深房集团

Company name in English (if

ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd.any)

Abbr. (if any) SPG

Legal representative Liu Zhengyu

Registered address 45/F-48/F SPG Plaza Renmin South Road Luohu District Shenzhen Guangdong P.R.China

Zip code 518001

Changes of the registered

N/A

address

Office address 47/F SPG Plaza Renmin South Road Luohu District Shenzhen Guangdong P.R.China

Zip code 518001

Company website http://www.sfjt.com.cn

Email address spg@sfjt.sihc.com.cn

II Contact Information

Board Secretary Securities Representative

Name Luo Yi Hong Lu

47/F SPG Plaza Renmin South Road 47/F SPG Plaza Renmin South Road

Address Luohu District Shenzhen Guangdong Luohu District Shenzhen Guangdong

P.R.China P.R.China

Tel. (86 755)25108897 (86 755)25108837

Fax (86 755)82294024 (86 755)82294024

Email address spg@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/)

Domestic: Securities Times China Securities Journal and

Newspaper and website where this Report is disclosed http://www.cninfo.com.cn

Overseas: Ta Kung Pao (HK)

47/F SPG Plaza 3005 Renmin South Road Luohu District Shenzhen

Place where this Report is lodged

Guangdong P.R.China

IV Change to Company Registered Information

Unified social credit code 91440300192179585N

Change to principal activity of the

No change

Company since going public (if any)

6ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

On 24 March 1999 the controlling shareholder was changed from Shenzhen

Every change of controlling shareholder Investment Management Co. Ltd. to Shenzhen Construction Investment Holdings Co.since incorporation (if any) Ltd. And on 14 February 2006 it was changed to Shenzhen Investment Holdings Co.Ltd.V Other Information

The independent audit firm hired by the Company:

Name Grant Thornton China

Office address 5/F Sci-Tech Plaza 22 Jianguomenwai Avenue Chaoyang District Beijing

Accountants writing signatures Zhao Juanjuan and Jiang Xiaoming

The independent sponsor hired by the Company to exercise constant supervision over the Company in the Reporting Period:

□ Applicable □ Not applicable

The independent financial advisor hired by the Company to exercise constant supervision over the Company in the Reporting Period:

□ Applicable □ Not applicable

VI Key Financial Information

Indicate by tick mark whether there is any retrospectively restated datum in the table below.□ Yes □ No

2022-over-2021

202220212020

change (%)

Operating revenue

634384561.421320790648.45-51.97%1615009713.88

(RMB)

Net profit attributable to

the listed company’s 153718805.57 220836309.93 -30.39% 290229772.23

shareholders (RMB)

Net profit attributable to

the listed company’s

shareholders before 21160405.11 208306710.37 -89.84% 253595334.11

exceptional gains and

losses (RMB)

Net cash generated

from/used in operating -675775998.76 -1205952107.94 43.96% 285164013.17

activities (RMB)

Basic earnings per share

0.15190.2183-30.42%0.2869

(RMB/share)

Diluted earnings per

0.15190.2183-30.42%0.2869

share (RMB/share)

Weighted average return

3.88%5.72%-1.84%7.81%

on equity (%)

Change of 31

31 December 2022 31 December 2021 December 2022 over 31 December 2020

31 December 2021 (%)

Total assets (RMB) 5689769802.18 6182498050.43 -7.97% 4936916746.74

Equity attributable to the

listed company’s 4004240547.70 3938260291.97 1.68% 3797512488.22

shareholders (RMB)

Indicate by tick mark whether the lower of the net profit attributable to the listed company’s shareholders before and after exceptional gains

and losses was negative for the last three accounting years and the latest independent auditor ’s report indicated that there was uncertainty

about the Company’s ability to continue as a going concern.□ Yes □ No

Indicate by tick mark whether the lower of the net profit attributable to the listed company’s shareholders before and after exceptional gains

and losses was negative.□ Yes □ No

7ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

VII Accounting Data Differences under China’s Accounting Standards for Business Enterprises

(CAS) and International Financial Reporting Standards (IFRS) and Foreign Accounting

Standards

1. Net Profit and Equity under CAS and IFRS

□ Applicable □ Not applicable

Unit: RMB

Net profit attributable to the listed company’s Equity attributable to the listed company’s

shareholders shareholders

2022 2021 Ending amount Beginning amount

Under CAS 153718805.57 220836309.93 4004240547.70 3938260291.97

Adjusted as per IFRS

Under IFRS 153718805.57 220836309.93 4004240547.70 3938260291.97

2. Net Profit and Equity under CAS and Foreign Accounting Standards

□ Applicable □ Not applicable

No difference for the Reporting Period.

3. Reasons for Accounting Data Differences Above

□ Applicable □ Not applicable

VIII Key Financial Information by Quarter

Unit: RMB

Q1 Q2 Q3 Q4

Operating revenue 272594952.10 93589546.80 160169563.23 108030499.29

Net profit attributable to the

162278083.59-17149753.45-20007368.5528597843.98

listed company’s shareholders

Net profit attributable to the

listed company’s shareholders

37225453.61-20086291.05-20271993.0024293235.55

before exceptional gains and

losses

Net cash generated from/used in

-461062516.92-87052626.42-62497846.24-65163009.18

operating activities

Indicate by tick mark whether any of the quarterly financial data in the table above or their summations differs materially from what have

been disclosed in the Company’s quarterly or interim reports.□ Yes □ No

IX Exceptional Gains and Losses

□ Applicable □ Not applicable

Unit: RMB

Item 2022 2021 2020 Note

Mainly due to income

Gain or loss on disposal of non-current

from disposal of

assets (inclusive of impairment 161542599.57 -13451.61 11429.23

allowance write-offs) interest in subsidiary in

2022

Government subsidies charged to

current profit or loss (exclusive of

government subsidies consistently given Government grants

559803.191669479.403370769.21

in the Company’s ordinary course of received

business at fixed quotas or amounts as

per government policies or standards)

8ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Change in fair value of

Gain or loss on assets entrusted to other monetary fund

9129650.5113024710.9115217058.60

entities for investment or management investments and return

on investment

Debt restructuring

Gain or loss on debt restructuring 2610128.31

income

Reversed portions of impairment

allowances for receivables which are 482790.04

tested individually for impairment

Non-operating income and expense

1094190.561542604.0129009657.60

other than the above

Other gains and losses that meet the

1237002.86

definition of exceptional gain/loss

Less: Income tax effects 41451680.41 4176533.19 12211479.38

Non-controlling interests effects

926291.27

(net of tax)

Total 132558400.46 12529599.56 36634438.12 --

Details of other gains and losses that meet the definition of exceptional gain/loss:

□ Applicable □ Not applicable

No such cases for the Reporting Period.Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item listed in the Explanatory Announcement No. 1 on

Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gain/Loss Items:

□ Applicable □ Not applicable

No such cases for the Reporting Period.

9ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Part III Management Discussion and Analysis

I Industry Overview for the Reporting Period

The Company is subject to the information disclosure requirements for the real estate industry in the Disciplinary and Regulatory Guideline

No. 3 of the Shenzhen Stock Exchange for Listed Companies—Industry-specific Information Disclosure.The real estate sector embraced a policy recovery in 2022 thanks to a constant number of favorable policies introduced

by the regulatory authorities to advance the sound and steady development of the real estate market. Specifically the

combo of policies focusing on three financing channels namely credit bonds and equities was put in place in

November re-opening the refinancing channels for the listed real estate enterprises and listed enterprises engaged in

real estate business which was expected to relieve the financial pressure on the real-estate enterprises. Concurrently

cities across China implemented policies based on local conditions. To restore house purchasers’ confidence the

government decreased the downpayment percentage and house loan interest rate and increased the provident fund loan

limit. Finally the policies’ effectiveness gradually manifested.II Principal Activity of the Company in the Reporting Period

The Company is subject to the information disclosure requirements for the real estate industry in the Disciplinary and Regula tory Guideline

No. 3 of the Shenzhen Stock Exchange for Listed Companies—Industry-specific Information Disclosure.The Company primarily develops residential properties. During the Reporting Period it had six available-for-sale

projects which are mainly located in Shenzhen Huizhou and Shantou. They are: the Chuanqi Donghu Mingyuan

project and the Cuilinyuan project in Shenzhen the Linxinyuan Phase I project located in a place in Huizhou that is

close to Shenzhen and the Tianyuewan project the Yuejing Dongfang project and the Jinyedao project in Shantou. In

addition the Company had two under-construction projects i.e. the Guangmingli project in Guangming District

Shenzhen and the Linxinyuan project located in a place in Huizhou that is close to Shenzhen.New additions to the land bank:

Considerati

Floor area Total land on of the

Name of How the The

Planned Site area with plot price Company’s

land lot or Location land is Company’s

use of land (㎡) ratio (RMB’000 interest

project obtained interest

(㎡) 0) (RMB’000

0)

Cumulative land bank:

Floor area available for

Name of project/area Site area(0000 ㎡) Floor area(0000 ㎡)

development(0000 ㎡)

Xinfeng Building in Shantou 0.59 2.66 2.66

Linxinyuan Phase II 2.57 7.72 7.72

Linxinyuan Phase III 4.31 9.57 9.57

Linxinyuan Phase IV 3.23 6.45 6.45

Total 10.70 26.40 26.40

Development status of major projects:

Plann Floor Cumu Expec Cumu

The

Time for

Co % Site

ed area lativel ted lative

City/ Name commenc %

Locat mpa deve area

floor compl y total investregio of Status ement of constr (㎡ area eted compl invest ment ion ny’s lopen project constructi ucted with in the eted ment (RMB

inte don ) plot Curre floor (RMB ’0000

rest

ratio nt area ’0000 )

10ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022(㎡ Period (㎡ ))(㎡)

Frame

Linxin work

Huiz Huiy 51.0 11 June 94.00 6427 1597 1157 1091

yuan in 94%

hou ang

Phase I constr 0% 2021 % 8 61 50 27

uction

Guan Found

SPG gmin ation 100. 19

Shen 70.00 1072 5360 1517 1068

Guang g pit 00 January 70%

zhen

mingli Distri being % 1 5 58 76 % 2022

ct built

Sales status of major projects:

Pre-

Floor Pre-sale/sa

Cumul area sale/sales Floor

Floor Floor atively pre- area les revenu

Cumul revenu

The area area pre- sold/so e settled

atively

Compa with availab sold/so ld in genera in the

e

City/re Name of Locati settled

Status ny’s plot le for ld the

settled

te in Curren

gion project on floor in the

interes ratio sale floor Curren the t

area Current (㎡ (㎡ area t Curren Periodt) ) (㎡ Period(㎡)

t (㎡(㎡ Period ) Period )

(RMB’

) (RMB’ 0000)

0000)

Chuanqi

Luohu Read

Shenz Donghu 100.00

Distric y for 55727 32857 32663 246 1606 32663 2651 16166

hen Mingyu

t sale %

an

Longg

Read

Shenz Cuilinyu ang 100.00

y for 60111 56137 52884 915 2755 52884 915 2469

hen an Distric

sale %

t

Chaoy

Tianyue Read

Shanto ang 100.00 15347 16037 11488 10165

wan y for 4998 2844 9131 4793

u Distric

Phase I sale % 0 2 4 5

t

Chaoy

Tianyue Read

Shanto ang 100.00 12777 13705

wan y for 28271 11580 6537 25512 13995 7295

u Distric

Phase II sale % 0 9

t

Huiya

Linxiny On

Huizh ng 51.00 15976 15976

uan pre- 2792 2236 2558

ou Distric

Phase I sale % 1 1

t

Rental status of major projects:

Cumulative

Name of The Company’s Rentable area Average

Location Use rented area

project interest (㎡) occupancy rate

(㎡)

Real Estate Shenzhen Commercial

100.00%3413.882436.6071.37%

Mansion

North Tower of Shenzhen Commercial

Guoshang 100.00% 4819.71 4819.71 100.00%

Mansion

Petrel Building Shenzhen Commercial 100.00% 22475.47 22475.47 100.00%

SPG Plaza Shenzhen Office building 100.00% 61005.82 30523.92 50.03%

Podium of SPG Shenzhen Commercial

100.00%19896.3016123.4981.04%

Plaza

Wenjin Garden Shenzhen Commercial 100.00% 3531.60 3531.60 100.00%

Primary land development:

□ Applicable □ Not applicable

Financing channels:

Financing Ending balance Financing cost Maturity structure

11ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

channel of financings range/average financing 2-3

cost Within 1 year 1-2 years Over 3 years years

Bank loans 60366770.99 4.15%-4.20% 6105770.99 54261000.00

Total 60366770.99 6105770.99 54261000.00

Development strategy and operating plan for the coming year:

Please refer to “XI Prospects” in this part of the Report.Provision of guarantees for homebuyers on bank mortgages:

□ Applicable □ Not applicable

Guarantee amount (RMB’

Project Guarantee period Note

0000)

Until the property ownership certificate is registered as collateral and

Shanglinyuan 107.49

handed over to bank for keeping

Cuilinyuan Until the property ownership certificate is registered as collateral and

2174.37

handed over to bank for keeping

Chuanqi Donghu Until the property ownership certificate is registered as collateral and

1820.33

Mingyuan handed over to bank for keeping

Tianyuewan Until the property ownership certificate is registered as collateral and

36056.20

handed over to bank for keeping

Total 40158.39

Joint investments by directors supervisors and senior management and the listed company (applicable for such investments where the

directors supervisors and senior management are the major source of investment):

□ Applicable □ Not applicable

As % of As % of the Compatibilit

Cumulativ

Investment total peak of Disinvestm y of actual

Project Type of investor e returns

amount (RMB) investmen project ent investment

(RMB)

t funds and returns

Director supervisor

or senior

Linxinyuan 8950000.00 39.25% 0.90% 0.00 N/A N/A

management of the

Company

III Core Competitiveness Analysis

As a pioneer of real estate development enterprises in Shenzhen the Company has created a number of "first places" in

the history of real estate development in China. For example the first to use the paid state-owned land the first to

introduce the foreign investment for the cooperative land development the first to raise development funds by means

of pre-sale of buildings the first to carry out public bidding for construction projects in accordance with international

practices the first to set up a property management company to the buildings and residences developed in an all-

rounded manner the first to win the bid in the auction of land use rights held in the Shenzhen Special Economic Zone

etc.Over the past 40 years the Company has developed more than 100 high-rise buildings 500 multi-storey residential

buildings and 400 garden villas with a cumulative building area of more than 4 million square meters. It has paid great

efforts to the establishment of a modern enterprise HR management system and works hard in building a professional

and high-quality development team. It also keeps improving the management mechanism and processes for project

development. As a result its planning construction cost control sales ability and brand image have been effectively

improved. More importantly its main business operation ability and core competitiveness have been greatly enhanced.The Company has been granted the titles of “Socially Responsible Company” and “Honest (Quality) Company”

in the real estate sector of Shenzhen for two consecutive years.

12ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

IV Core Business Analysis

1. Overview

In 2022 strictly following relevant laws regulations and the Company’s policies and adhering to the principle of being

responsible for all shareholders of the Company the Board of Directors of the Company kept improving its corporate

governance capability and strictly implemented all resolutions of the Shareholders’ General Meeting thereby operating

in a standard and efficient manner. All directors of the Company earnestly performed their duties and responsibilities

granted by shareholders effectively safeguarding the legitimate rights and interests of the Company and its

shareholders.A. Operating results of the Company

During the Reporting Period the Company recorded operating revenue of RMB634.3846 million down 51.97% year

on year; and a net profit attributable to shareholders of the Company as the parent of RMB153.7188 million down

30.39% year on year. As of the end of the Reporting Period equity attributable to shareholders of the Company as the

parent stood at RMB4004.2405 million representing an increase of RMB65.9803 million as compared to a year ago.B. Review of Operations Management in 2022

Facing an increasingly complex external context and tougher reform and development tasks in 2022 the Company

conscientiously implemented the decisions and arrangements of the State-owned Assets Supervision and

Administration Commission of the People’s Government of Shenzhen Municipal (Municipal SASAC) and Shenzhen

Investment Holdings Co. Ltd. (SIHC). Concurrently all SPG employees worked in unity and stayed determined to

improve operations management and advance various tasks in all respects. With all these unremitting efforts a new

chapter in the high-quality development of the Group was written. Major work progress for the Reporting Period is as

follows:

a. Focusing on development projects the Company achieved new progress in the core business

Project construction: By strengthening the coordination with municipally-owned enterprises including Shenzhen

General Institute of Architectural and Research Co. Ltd. Shenzhen Water Planning & Design Institute Co. Ltd. and

Shenzhen Municipal Engineering Corp. the construction of the Guangmingli project progressed rapidly with the

soldier piles engineering piles earthmoving and anchor cable and breast beam works having been completed and the

floor underlayment and anti-floating anchors in construction. Additionally the structures of Buildings 1 to 8 of

Linxinyuan Phase I and the basements of Phase II were completed.Real estate sales: The Company strengthened project promotion through multiple channels for the purpose of customer

base expansion. It also accelerated the pace of destocking. As a result Chuanqi Donghu Mingyuan and Cuilinyuan in

Shenzhen had only a few housing units left for sale. Concerning the Shantou Tianyuewan project approximately 75%

of units in Phase I and 20% in Phase II were sold. Concurrently the units in Linxinyuan that have been sold represent

approximately 3% of the total of the project. The sales area for the year totaled 20.1 thousand square meters and the

new contracted sales reached RMB165 million.Rental business: The Company took pronged measures to expand the customer source. As a result it recordedRMB53.8703 million in rental revenue for the year. Additionally SPG Plaza was included among the “Buildings forShenzhen-Hong Kong Medical and Healthcare Specialty Industry”.b. Focusing on the maintenance of stable safety protection the Company newly consolidated the safety barrier

13ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

First the Company fully assumed its principal responsibility for safe production by requiring all levels ranging from

the Chairman to general employees to sign the safe production responsibility letter doing so to ensure that the safe

production accountability system for all employees would be thoroughly implemented. To this end the Company

carried out 254 potential risk inspections throughout the year with more than 1000 potential risks inspected and

remedied. Additionally 52 educational and training activities on safe production were organized in the year providing

training for more than 2800 employees. Thanks to these efforts the line of defense for safe production was fully

strengthened with no safety incidents occurring in the Group throughout the year. Second the Company organized and

carried out work for public opinion management complaint petition response information publicity cybersecurity and

confidentiality management. As a result no material negative public opinion incidents occurred during the Reporting

Period.c. Focusing on guarantee services the Company newly maintained the corporate stability

First the Company renewed the liability insurance for directors supervisors and senior managers in 2022 to provide a

necessary guarantee for the performance of duties by directors supervisors and senior managers of the Company. It

purchased critical illness insurance and group accident supplementary medical insurance for employees to enhance

employees’ ability to resist risks. Second the Company completed talent introduction for ten urgent positions further

enhancing workforce development. Third project financing was put in place. The development loan project of

RMB500 million for Chuanqi Real Estate Development was completed fully guaranteeing project development and

operation. Fourth accounts receivable management was strengthened with RMB414 million of funds recovered in

total guaranteeing the Company’s operation. Fifth the Company fulfilled its tax obligation by laws and regulations. It

paid RMB619 million in taxes and got RMB132 million in tax rebates. Sixth the Company upgraded its official

website and OA system effectively improving its brand image and office efficiency.d. Focusing on internal control and internal audit the Company newly strengthened the operations

management

First the Company prepared the key tasks for 2022 and decomposed business targets and key tasks. Additionally it

held work meetings every month to make unified arrangements for the completion of key tasks and supervise the

implementation of these arrangements. Second the Company proactively advanced the streamlining of its policies and

procedures. It drafted and revised eight policies for safe production and human resource management further

standardizing its policy management system. Third the Company completed the disclosure of 50 items on the

procurement platform and ten public bidding invitations in strict accordance with the procurement management

regulations. Fourth the Company stepped up efforts at internal audit. It completed seven special audits and audits

respectively. Fifth contract review was strengthened. The Company reviewed 313 contracts throughout the year

achieving a contract review rate of 100%. Concurrently it properly dealt with 15 lawsuits. Sixth the Company

attached great importance to the budget and settlement regarding major projects. Statistically it prepared 17 budgets

and completed 21 settlement audits and the reduction in the budget and settlement upon review reached RMB8.13

million.e. Focusing on the affiliates the Company added new impetus to its business development

First market expansion: Zhentong Engineering recorded 43 contracted projects throughout the year with the contract

value totaling RMB140 million. Petrel Hotel successfully achieved tourism transformation and Floors 16 19 and 28

of Petrel Building with a combined area of 3600 square meters were successfully leased out. Huazhan Construction

Supervision secured the project supervision business of the Guangmingli project. Second business management: Petrel

14ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Hotel pushed ahead with “downsizing for efficiency” to strengthen workforce management and improve efficiency.Zhentong Engineering advanced risk control in all respects and achieved positive progress in the recovery of funds for

construction projects that had been tied up and the notes receivable due. Huazhan Construction Supervision refined its

risk control system and strengthened on-site supervision to improve the quality and safety of construction projects.Shantou branch improved its performance appraisal mechanism to motivate employees. Additionally the Company

successfully completed the transfer of equities of Shenzhen Property Management and Yunnan Kunpeng Air Service

Co. Ltd. and properly handled complicated issues such as the profit audit during the transition period and settlement

of legacy accounts receivable and payable. Existing real estate including the land of Great Wall Estate Co. Inc. (U.S.)

and Guoshang Mansion was listed on The Stock Exchange of Hong Kong Limited marking a breakthrough in quality

and efficiency improvement.f. Focusing on the leadership of Party building the Company newly strengthened Party building

First the implementation of the responsibilities for Party building was strengthened. Party organizations of the Group

thoroughly learned the guiding principles of the 20th National Congress of the Communist Party of China through the

“First Topics”. They adhered to the leadership of the guiding principles of the 20th National congress of the

Communist Party of China and elevated the leading role of Party organizations to a new high. Special remediation was

advanced strictly and rapidly with 170 special remediation tasks on the list completed effectively and efficiently.Additionally the development of the “One Brand for One Enterprise” Party building brand was advanced on an

ongoing basis via the construction of the “Safe SPG Bright Project”. Moreover the “massive learning thoroughresearch and full implementation” working mechanism was implemented. Specifically 35 leadership members of the

Group conducted in-depth research at the paired enterprises. In the process issues such as community-level Party

building and services for the community level were addressed. The “I do practical things for the masses” practical

activity was carried out regularly. Additionally the renovation of Xiabei Village Primary School in Longdu Town

Chenghai District Shantou City and the helpful project of improving the learning and living environment of primary

school students in Longdu Town were completed according to the arrangements of the Party Committee of SIHC fully

demonstrating the Company’s sense of responsibility as a state-owned enterprise.Second the constraint of rigorous Party self-governance was enhanced. The Company persevered with the “oneposition and two responsibilities” system and arranged for the signature of the responsibility letter for improving Party

conduct and ensuring integrity to decompose and fully implement the responsibilities. It strictly practiced the principles

of the central Party leadership’s eight-point decision on improving conduct and implemented the regulations of thesuperior unit regarding the holidays. Moreover close attention was paid to the “pointless formalities bureaucratismhedonism and extravagance” issue tending to occur during major holidays to ensure the supervision of conduct

improvement during holidays. Additionally the Integrity Education and Learning Activity Program was drafted and

issued to guide the educational and learning activities of the Group for the year. The implementation of the mandatory

integrity topic system in the Party branch’s learning activities was promoted to carry out practice integrity learning and

education from multiple perspectives and at multiple levels. By doing so the “no desire to be corrupt” self-discipline

mechanism was further enhanced and thus the ideological line of defense for integrity and self-discipline was

consolidated.

15ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

2. Revenue and Cost Analysis

(1) Breakdown of Operating Revenue

Unit: RMB

20222021

As % of total As % of total Change (%)

Operating revenue operating revenue Operating revenue operating revenue

(%)(%)

Total 634384561.42 100% 1320790648.45 100% -51.97%

By operating division

Property sales 309331841.57 48.76% 876161088.60 66.34% -64.69%

Engineering and

241209525.7938.02%200259571.1615.16%20.45%

construction

Property

36660871.835.78%162526580.1812.31%-77.44%

management

Rental service 53870265.26 8.49% 81791161.56 6.19% -34.14%

Other 5552040.91 0.88% 15776937.12 1.19% -64.81%

Eliminated internal

transactions and -12239983.94 -1.93% -15724690.17 -1.19% 22.16%

accounts

By product category

Residential units 277643154.35 43.77% 875153000.99 66.26% -68.27%

Shops and parking

31688687.225.00%1008087.610.08%3043.45%

lots

Other 337292703.79 53.17% 460354250.02 34.85% -26.73%

Eliminated internal

transactions and -12239983.94 -1.93% -15724690.17 -1.19% 22.16%

accounts

By operating segment

Guangdong

640594852.83100.98%1308786001.0799.09%-51.05%

Province

Other regions in

5552040.910.88%27096812.692.05%-79.51%

China

Overseas 477651.62 0.08% 632524.86 0.05% -24.48%

Eliminated internal

transactions and -12239983.94 -1.93% -15724690.17 -1.19% 22.16%

accounts

By marketing model

Principal

641072504.45101.05%1320738401.50100.00%-51.46%

operations

Other 5552040.91 0.88% 15776937.12 1.19% -64.81%

Eliminated internal

transactions and -12239983.94 -1.93% -15724690.17 -1.19% 22.16%

accounts

(2) Operating Division Product Category or Operating Segment Contributing over 10% of Operating Revenue

or Operating Profit

□ Applicable □ Not applicable

Unit: RMB

YoY change in YoY change in YoY change in

Operating Gross profit

Cost of sales operating cost of sales gross profit

revenue margin

revenue (%) (%) margin (%)

By operating division

Property sales 309331841.57 144720332.63 53.22% -64.69% -50.48% -13.42%

Engineering

and 241209525.79 236074624.77 2.13% 20.45% 26.64% -4.79%

construction

Rental service 53870265.26 46657985.12 13.39% -34.14% 31.26% -43.15%

Property 36660871.83 22415236.68 38.86% -77.44% -84.64% 28.63%

16ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

management

By product category

Residential

277643154.35126448366.5854.46%-68.27%-56.72%-12.15%

units

Shops and

31688687.2218271966.0542.34%3043.45%23570.78%-50.00%

parking lots

By operating segment

Guangdong

640594852.83449868179.2029.77%-51.05%-43.70%-9.18%

Province

By marketing model

Core business data of the prior year restated according to the changed statistical caliber for the Reporting Period:

□ Applicable □ Not applicable

(3) Whether Revenue from Physical Sales Is Higher than Service Revenue

□ Yes □ No

Operating division Item Unit 2022 2021 Change (%)

Sales volume RMB’0000 16522 69045 -76.07%

Output RMB’0000 37603 204708 -81.63%

Property sales

Inventory RMB’0000 425681 403220 5.57%

Any over 30% YoY movements in the data above and why:

□ Applicable □ Not applicable

Affected by the real estate market the Company saw less-than-expected property sales carryforwards and existing

property sales in 2022 resulting in a decrease in property investment and development.

(4) Execution Progress of Major Signed Sales or Purchase Contracts in the Reporting Period

□ Applicable □ Not applicable

(5) Breakdown of Cost of Sales

By operating division

Unit: RMB

20222021

Operating

Item As % of total As % of total Change (%)

division Cost of sales cost of sales Cost of sales cost of sales

(%)(%)

Property sales 144720332.63 33.11% 292260823.05 43.86% -50.48%

Engineering

and 236074624.77 54.02% 186409100.14 27.97% 26.64%

construction

Property

22415236.685.13%145898235.4921.90%-84.64%

management

Rental service 46657985.12 10.68% 35545938.32 5.33% 31.26%

Other 2747095.64 0.63% 22151678.03 3.32% -87.60%

Eliminated

internal

-15563273.83-3.56%-15917413.55-2.39%2.22%

transactions

and accounts

Total 437052001.01 100.00% 666348361.48 100.00% -34.41%

Note:

Affected by markets and development cycles property sales experienced a year-on-year drop; engineering and

construction projects saw new breakthroughs in expansion resulting in a year-on-year increase in sales; and property

management revenue registered a drop due to the disposal of subsidiary Shenzhen Property Management Co. Ltd.

17ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period

□ Yes □ No

See “VI Changes in the Scope of Consolidated Financial Statements” in “Part X Financial Statements”.

(7) Major Changes to the Business Scope or Product or Service Range in the Reporting Period

□ Applicable □ Not applicable

(8) Major Customers and Suppliers

Major customers:

Total sales to top five customers (RMB) 87448833.82

Total sales to top five customers as % of total sales of the

13.78%

Reporting Period (%)

Total sales to related parties among top five customers as % of

0.00%

total sales of the Reporting Period (%)

Information about top five customers:

Sales revenue contributed for As % of total sales revenue

No. Customer

the Reporting Period (RMB) (%)

1 Legal person A 26856591.42 4.23%

2 Legal person B 23269448.58 3.67%

3 Legal person C 15851434.16 2.50%

4 Legal person D 11879250.66 1.87%

5 Legal person E 9592109.00 1.51%

Total -- 87448833.82 13.78%

Other information about major customers:

□ Applicable □ Not applicable

Major suppliers:

Total purchases from top five suppliers (RMB) 278248909.89

Total purchases from top five suppliers as % of total purchases

53.63%

of the Reporting Period (%)

Total purchases from related parties among top five suppliers

0.00%

as % of total purchases of the Reporting Period (%)

Information about top five suppliers:

Purchase in the Reporting

No. Supplier As % of total purchases (%)

Period (RMB)

1 Legal person A 175935982.19 33.91%

2 Legal person B 72443947.18 13.96%

3 Legal person C 15035235.49 2.90%

4 Legal person D 7503316.74 1.45%

5 Legal person E 7330428.29 1.41%

Total -- 278248909.89 53.63%

Other information about major suppliers:

□ Applicable □ Not applicable

3. Expense

Unit: RMB

2022 2021 Change (%) Reason for any significant change

Selling

19217595.11 42737748.22 -55.03% Decreased property sales

expense

Administrativ New project development and staff structure

55758749.0898307831.60-43.28%

e expense adjustments

18ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Decreased bank balances and deposit interest

Finance costs -6507147.03 -18083491.01 64.02%

income

4. R&D Investments

□ Applicable □ Not applicable

5. Cash Flows

Unit: RMB

Item 2022 2021 Change (%)

Subtotal of cash generated

668449932.341805846506.24-62.98%

from operating activities

Subtotal of cash used in

1344225931.103011798614.18-55.37%

operating activities

Net cash generated from/used

-675775998.76-1205952107.9443.96%

in operating activities

Subtotal of cash generated

282766666.00799855541.48-64.65%

from investing activities

Subtotal of cash used in

713537.291751621932.29-99.96%

investing activities

Net cash generated from/used

282053128.71-951766390.81129.63%

in investing activities

Subtotal of cash generated

111428077.62266256968.76-58.15%

from financing activities

Subtotal of cash used in

140126109.45164908415.94-15.03%

financing activities

Net cash generated from/used

-28698031.83101348552.82-128.32%

in financing activities

Net increase in cash and cash

-421928565.67-2056810291.6779.49%

equivalents

Explanation of why any of the data above varies significantly:

□ Applicable □ Not applicable

Cash generated from operating activities decreased year on year primarily driven by the decreased property sales.Cash used in operating activities decreased year on year primarily driven by the land payment made last year.Net cash generated from investing activities increased year on year primarily driven by the large-amount payment

made for equity acquisition and the purchase of currency funds last year.Net cash generated from financing activities decreased year on year primarily driven by the receipt of loan by project

company from minority shareholder last year.Reason for any big difference between the net operating cash flow and the net profit for this Reporting Period

□ Applicable □ Not applicable

There is a big difference between the net operating cash flow and the net profit for the year primarily due to the long

time span between property development sales and revenue recognition.V Analysis of Non-Core Businesses

□ Applicable □ Not applicable

VI Analysis of Assets and Liabilities

1. Significant Changes in Asset Composition

Unit: RMB

31 December 2022 1 January 2022

Change in

As a % of As a % of Reason for any

percentage

Amount total Amount total significant change

(%)

assets assets

19ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Payment of land VAT

Monetary assets 197663949.74 3.47% 564358824.63 9.13% -5.66% of Donghu Mingyuan

in the current period

Accounts

63580422.161.12%61048785.110.99%0.13%

receivable

Development of

Inventories 4257109614.31 74.82% 4034933562.62 65.26% 9.56%

projects

Investment

566873915.079.96%588865777.169.52%0.44%

property

Long-term equity

93927.640.00%272168.280.00%0.00%

investments

Fixed assets 21425475.05 0.38% 23920424.55 0.39% -0.01%

Right-of-use

232496.720.00%365351.970.01%-0.01%

assets

Short-term

51138077.620.90%50440116.240.82%0.08%

borrowings

Carryforwards from

homebuyer payments

Contract liabilities 43533467.29 0.77% 199965490.08 3.23% -2.46%

received in advance to

revenue

Long-term

54261000.000.95%0.95%

borrowings

Lease liabilities 53885.23 0.00% 125920.77 0.00% 0.00%

Held-for-trading Redemption of

408154361.427.17%514024710.918.31%-1.14%

financial assets currency funds

Honoring of

commercial

acceptance notes and

Notes payable 247376403.56 4.00% -4.00% transfer of certain

such notes that had

become mature to

accounts payable

Transfer of certain

such notes that had

Accounts payable 434601559.67 7.64% 141447559.24 2.29% 5.35%

become mature to

accounts payable

Payment of land VAT

Taxes payable 190951185.99 3.36% 600540872.48 9.71% -6.35% of Donghu Mingyuan

in the current period

Other payables 574331340.84 10.09% 581377415.64 9.40% 0.69%

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

Gain/loss

on fair- Cumulative Impairment

Purchased

value fair-value allowance Sold in the

Beginning in the Other Ending

Item changes in changes for the Reporting

amount Reporting changes amount

the charged to Reporting Period

Period

Reporting equity Period

Period

Financial assets

1. Held-

for-trading

financial

514024718970031.51148403840815436

assets

(excluding 0.91 0 0.99 1.42

derivative

financial

20ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

assets)

4.

Investment

36322704.1839235.522490765.13839235.

s in other

equity 33 7 41 57

instruments

Total of the 55034741 8970031.5 1839235.5 13733114 42199359

above 5.24 0 7 6.40 6.99

Financial

0.000.00

liabilities

Other change

Significant changes to the measurement attributes of the major assets in the Reporting Period:

□ Yes □ No

3. Restricted Asset Rights as at the Period-End

Item Ending carrying value Reasons for restriction

Project of public facilities inside and surrounding the urban

Monetary assets 5674439.78 renewal project of Longgang District Shenzhen-construction

funds

Monetary assets 48315.48 Frozen in a lawsuit case

Accounts receivable 51138077.62 Put in pledge for short-term borrowings

Inventories 965000000.00 Lands mortgaged for project development loans

Total 1021860832.88

VII Investments Made

1. Total Investment Amount

□ Applicable □ Not applicable

Total investment amount in the Total investment amount in last year

Change (%)

Reporting Period (RMB) (RMB)

299540000.002047080000.00-85.37%

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.

21ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

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

Amou

nt

Amou

contri

nt

buted

contri

by the O

buted

equity Re w

by the

interes lat ne Execu

sale to

ts to ed rs ted as

net

net - Relation hi sched

Selli incom Index

incom pa ship p uled Di

Equi ng e of to

e of Pricin rty between ful or not scl

Count ty Date pric the disclo

the Effect of the sale g tra counterp ly if not os

erpart inter of e Comp sed

Comp on the Company princi ns arty and tra state ure

y ests sale (RM any as infor

any ple ac the ns reason dat

sold B’0 a matio

from tio Compan fer and e

000) percen n

period n y re action

tage

- or d s

of the

beginn no or taken

Comp

ing to t no

any’s

date t

net

of sale

incom

(RMB

e (%)

’0000

)

This transaction is The Shenzhe Anno

in line with the transa n unce

Company’s ction Internati ment

price onal

development on the

is Trade

100 strategies and is Comp

Shenz deter Center

% of

hen conducive to the mined Property letion

equit

Intern Company’s based Manage of the

y

ationa further on the ment Relate

inter 30

l

ests optimization and

net Co. d-

Trade 11 asset Ltd. Se

of adjustment of its party

Cente Febr 196 valuati (hereina pte

Shen 964.5 industry structure 81.02 Ye Ye Trans

r uary 67.6 on fter Yes m

zhen 2 enrichment of % s s Prope 202 action

Prop 7

assess referred ber

rty 2 capital reserves ed by to as regard

erty 20Mana expansion of new the “ITC ingMan 22

geme profit growth evalua Property age the

nt tion Manage

ment areas and TransfCo. agenc ment”)

Co. continuous er of

Ltd. y on is a

Ltd. improvement of the wholly- 100%

its quality. During base owned of

the Reporting date subsidia Equit

Period the of 30 ry of y

counterparty has June ShenZh Intere

22ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

paid 90% 2021. en sts of

(RMB17700900 Properti Shenz

es &

0) of the equity hen

Resourc

transfer payment es Prope

to the Group in Develop rty

accordance with ment Mana

the equity transfer (Group) geme

agreement. After Ltd. nt“hereinathe equity Co.fter

transfer the Ltd.referred

Company to as (2022derecognized the “SZPR -032)said equity and D” and disclo

confirmed the both sed on

SZPRD

investment www.and the

income of cninfo

Compan

RMB161581100 y are .com.in consolidated majority cn

financial -owned

statements. The subsidia

matter has a ries of

Shenzhe

positive impact on

n

the Company cash Investm

flow and ent

operating results Holding

in 2022. s Co.Ltd.Thus an

associati

on

relations

hip is

formed.IX Principal Subsidiaries and Joint Stock Companies

□ Applicable □ Not applicable

Principal subsidiaries and joint stock companies with an over 10% effect on the Company’s net profit:

Unit: RMB

Relationsh Main

business Registere Total Operating Operating Company name ip with the Net assets Net profit

scope d capital assets revenue profit Company

Guangdong

Developme - - -

Jianbang Group 2800000 1485802

Subsidiary nt of real 1569655 1030693 8184594

(Huiyang) Industrial

estate .00 072.25

Co. Ltd. 5.83 7.48 .48

Shenzhen SPG

Developme - -

Chuanqi Real Estate 3000000 1101813 9941818

Subsidiary nt of real 169495.3 191631.9

Development Co.estate 0.00 520.17 99.24

Ltd. 7 1

Shenzhen SPG

Developme

Longgang 3000000 1302267 5760235 2666212 3757227 1113881

Subsidiary nt of real

Development Co.estate 0.00 00.89 8.61 0.02 .19 6.55

Ltd.Shantou SEZ

Wellam FTY Developme - -

9122612972483790304812410093

Building Subsidiary nt of real 3225621 3225621

Development Co. estate 0.44 2.66 7.44 .12 8.54 8.54

Ltd.Shantou Huafeng Developme - -

8000000832020717624891210217

Real Estate Subsidiary nt of real 3144032 3413873

Development Co. estate 0.00 57.11 9.13 39.63 .12 .32

23ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Ltd.Developme - - -

Great Wall Estate 2051146 1940013 477651.6

Subsidiary nt of real 9008888 431973.1 431973.1

Co. Inc. (U.S.)

estate .00 1.63 2 4.01 0 0

Shenzhen Zhentong Installation

1000000128018220168332423263535875.6345974.3

Engineering Co. Subsidiary and

Ltd. maintenance 0.00 61.20 4.04 38.13 1 7

--

Shenzhen Petrel Hotel 3000000 4697826 3692432 1340143

Subsidiary 3353411 2521866

Hotel Co. Ltd. service 0.00 3.33 1.85 2.09.41.37

Shenzhen Huazhan

Constructio

Construction 8000000 1088498 1032818 3802892 306693.4 292964.2

Subsidiary n

Supervision Co.supervision .00 8.58 5.16 .48 7 5

Ltd.Investment

---

Xin Feng Enterprise and 502335.0 3390715

Subsidiary 2263709 1293488 1293488

Co. Ltd. managemen 0 13.82

t 65.47 6.25 6.25

Subsidiaries obtained or disposed in the Reporting Period:

□ Applicable □ Not applicable

Way of gaining and disposing Influence on overall production and

Name

subsidiaries operation as well as performance

Shenzhen Property Management Co. Refer to Note VIII Sale of Major Assets

Negotiating transfer

Ltd. and Equity Interests

Information about major majority- and minority-owned subsidiaries:

1. In May 2021 through the payment of consideration of RMB450 million the Group acquired 51% equity interest in

Guangdong Jianbang Group (Huiyang) Industrial Co. Ltd. The project company will develop the Linxingyuan Project

with a gross site area of 200000 square meters and a total capacity building area of 0.4 million square meters which

will be developed in four phases and is expected to achieve revenue of RMB6 billion and total profit of approximately

RMB1.8 billion from 2023 to 2025. The Group has control over the project company which will be included in the

scope of consolidation in May 2021. As at the end of 2022 eight residential buildings of Phase I have been capped the

basement of Phase II has been completed the development of Phase III and Phase IV are to be initiated and

construction permit has not been granted for the school. In 2022 new areas sold totaled 2236 square meters income

from sales increased by RMB25.58 million and RMB22.29 million was withdrawn.

2. In October 2021 the Company won the bid for a land plot in Guangming District and established the project

company Shenzhen SPG Chuanqi Real Estate Development Co. Ltd. to be responsible for the development and

construction of the land. In 2022 actual investment totaled RMB74.81 million which was mainly made in primary

supporting piles and groundworks.

3. The subordinate subsidiaries engaged in real estate development also include: Shenzhen SPG Longgang

Development Co. Ltd. Shantou SEZ Wellam FTY Building Development Co. Ltd. Shantou Huafeng Real Estate

Development Co. Ltd. The Cuilinyuan project developed by Shenzhen SPG Longgang Development Co. Ltd. brought

forward RMB24.69 million in 2022 (the percentage of accumulative sales carried forward was 96%). Jinyedao and

YuejingDongfang developed by Shantou SEZ Wellam FTY Building Development Co. Ltd. left a few amount of

remaining buildings for sale. And Shantou Huafeng Real Estate Development Co. Ltd. was responsible for the

development of Tianyuewan project (divided into Phase I and Phase II). Tianyuewan Phase I was completed in

December 2019. The Phase II started construction in November 2018 and was completed at the end of June 2021. The

overall sales progress is relatively slow with an accumulated sales rate of about 74% for Phase I and 19% for Phase II.

4. Shenzhen Zhentong Engineering Co. Ltd. was engaged in the business of building installation and maintenance with

the 2022 operating revenues of RMB242 million and of 38.20% to the operating revenues of the Company.

24ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

5. The 2022 net profit of Xin Feng Enterprise Co. Ltd. was of RMB-12.93 million which mainly due to the changes of

exchange rate and it conducts no business.

6. The 2022 net profit of Shenzhen Petrel Hotel Co. Ltd. was of RMB-2.52 million which mainly due to the fact that

the hotel industry is generally facing difficulties in the business operation during the Reporting Period.X Structured Bodies Controlled by the Company

□Applicable □ Not applicable

XI Prospects

(I) Industrial Pattern and Trend

The real estate industry is still the pillar industry of China’s national economy. After a series of strong macro-control

the industry is undergoing a gradual return to the track of sound and healthy development. Since the end of last year

loose policies have been introduced for real estate credits bonds equities and overseas loans under domestic

guarantees so China’s urbanization will still be in a stage of rapid development in the next period of time and there

will be enough space for demands to support the steady development of the real estate industry and the real estate

market is expected to recover step by step.(II) Potential Risks and Countermeasures

1. Macroeconomic risks and countermeasures

The real estate industry has a greater correlation with the macroeconomy and is more influenced by the macroeconomic

cycle. The geopolitical situation is now volatile the risk of the world economy going downward is rising and the

domestic economy is repeatedly impacted by multiple factors that go beyond expectations. Pressures from shrinking

demand supply shock and weakening expectations continue to evolve and the development environment is gaining

complexity severity and uncertainty. The Company will continue to pay attention to the international and domestic

macroeconomic situation and actively adjust its business strategy.

2. Industry regulation risks and countermeasures

On the whole industry regulation has been relaxed and policies are gradually shifting but there are little changes in the

policies of tier-one cities represented by Beijing Shanghai Guangzhou and Shenzhen. Market sentiment and

homebuyer confidence remain low. The Company will continue to deepen its research on industry policies follow the

national strategies innovate its operating model and optimize its development method while continuing to study

industry-university-institute cooperation strenuously exploring new areas and actively cultivating new business models.

3. Business operating risks and countermeasures

The land space in Shenzhen where the Company’s business focus is located is limited while project expansion

requires a large amount of capital so the Company faces challenges in adding land reserves. The Company will pay

close attention to the market and industry policy changes formulate targeted land expansion plans and the Company

will pay close attention to the quality and efficiency improvement of existing assets and maintain a good operating

revenue scale and performance level.(III) Development strategy and operating plan

The year 2023 is the first year for implementing the spirit of the 20th National Congress of the Communist Party of

China a crucial year for connecting the past and the next in the 14th Five-year Plan and a critical year for the

Company to deepen reform and seek development. Based on the high-quality development strategies of the central

25ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

government the provincial government and the municipal government the Company will earnestly implement the

deployment requirements of the State-owned Assets Supervision and Administration Commission of the People’s

Government of Shenzhen Municipal (“Shenzhen SASAC) and Shenzhen Investment Holdings Co. Ltd. (“SIHC”)

further analyze and study the situation based on its own development face up to challenges seize opportunities

strengthen overall planning and promote the high-quality development of the Group to a new level.The Company has made an overall operating plan for 2023. Guided by the Xi Jinping Thought on Socialism with

Chinese Characteristics for a New Era the Company will conscientiously implement the spirit of the 20th National

Congress of the Communist Party of China the Central Economic Working Conference and important addresses of

General Secretary Xi Jinping make overall plans highlight implementation carry out reform and innovation forge

ahead and exert all efforts to promote the steady and long-term high-quality development of Shenzhen Properties

Group (“SPG”) in accordance with the decisions and arrangements of Shenzhen Municipal Party Committee and

Government Shenzhen SASAC and SIHC adhering to the idea of seeking progress while maintaining stability andrealizing sustainable development centering on the overall objective of “consolidating primary business exploringdevelopment paths preventing and mitigating risks and making plans of high-quality and sustainable development”

and following the leadership of Party building.In 2023 the Company will focus on the following five aspects:

1. Deepening implementation and going all out to achieve performance targets

First it will endeavor to the sales of Guangmingli and Tianyuewan projects and existing real estate projects to ensure

quick withdrawal of funds and smooth achievement of performance targets. Second it will intensify leasing business to

achieve the annual leasing target. Third it will advance land sales in the United States to promote the realization of

inefficient assets overseas. Fourth it will exert more efforts in recovering arrears to boost revenue and profit realization.Fifth it will strengthen the operation management of its affiliates to ensure the completion of all business targets.

2. Making a sound overall plan and implementing key tasks on all fronts

First it will complete the re-election of members of the Board of Directors and the Party Committee and improve the

structure of its corporate governance. Second it will highlight project construction and ensure smooth implementation

of project development plans. Third it will promptly define the right of the land for Xinfeng Building in Shantou and

go through the construction application procedure as soon as possible. Fourth it will promote the cleaning-up of

“zombie enterprises” and properly address problems carried over from the past. Fifth it will advance the construction

of the “Buildings for Shenzhen-Hong Kong Medical and Healthcare Specialty Industry” and take the initiative to create

the “Massive Health” ecological economic circle centering on SPG Plaza.

3. Taking multiple measures at the same time and making every effort to ensure business operation

First it will well manage funds and financing to provide a solid guarantee for the Company’s capital turnover. Second

it will optimize talent and organization structures to improve work efficiency from all aspects. Third it will intensify

performance appraisal and promote the establishment and improvement of a medium- and long-term incentive

mechanism. Fourth it will effectively respond to litigations and executions to mitigate potential risks. Fifth it will

emphasize security and stability maintenance related to safe production stability maintenance and public opinion

control so as to guard the Company’s business operation and management.

4. Enhancing synergy and actively exploring future development paths

The Company will sticking to the development strategies of the central government provincial government and

municipal government earnestly implement the decisions and deployments of superiors intensify industrial research

26ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

centering on the development directions of controlling shareholders enhance strategic and collaborative development

of SIHC and synergetic development with system houses and strive to make breakthroughs in the process of

supporting and serving the development strategy of SIHC and form the Company’s new core competitiveness.

5. Following the leadership of Party building and leading overall high-quality development

Guided by the Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era the Company will

continue to organize the study publicity and implementation of the spirit of the 20th National Congress of the

Communist Party of China and turn the effects of such study publicity and implementation into a powerful driving

force for its reform and development. On top of that the Company will strengthen its Party organization theoretically

and organizationally improve the Party organization’s conduct and effectively integrate Party leadership into

corporate governance to lead to high-quality development of the Company.XII Communications with the Investment Community such as Researches Inquiries and

Interviews during the Reporting Period

□ Applicable □ Not applicable

Place Index to

Way of Type of

Date of visit of Visitor Contents and materials provided main inquiry

visit visitor

visit information

The Inquired of the future development plan

By Individual

4 January 2022 Comp Individual of the Company and didn’t offer written N/A

telephone investor

any materials

The

By Individual Inquired of project sales of the Company

18 January 2022 Comp Individual N/A

telephone investor and didn’t offer written materials

any

The Inquired of the land reserves and projects

By Individual

24 January 2022 Comp Individual progress of the Company and didn’t offer N/A

telephone investor

any written materials

The Inquired of business situations and

By Individual

10 February 2022 Comp Individual strategic planning of the Company and N/A

telephone investor

any didn’t offer written materials

The Inquired of the future development plan

By Individual

15 February 2022 Comp Individual of the Company and didn’t offer written N/A

telephone investor

any materials

The Inquired of business situations and

By Individual

21 February 2022 Comp Individual strategic planning of the Company and N/A

telephone investor

any didn’t offer written materials

The

By Individual Inquired of business situation and didn’t

1 March 2022 Comp Individual N/A

telephone investor offer written materials

any

The Inquired of the land reserves and projects

By Individual

9 March 2022 Comp Individual progress of the Company and didn’t offer N/A

telephone investor

any written materials

The Inquired of the future development plan

By Individual

25 March 2022 Comp Individual of the Company and didn’t offer written N/A

telephone investor

any materials

The

By Individual Inquired of business situation and didn’t

30 March 2022 Comp Individual N/A

telephone investor offer written materials

any

The Inquired of business situations and

By Individual

8 April 2022 Comp Individual strategic planning of the Company and N/A

telephone investor

any didn’t offer written materials

The

By Individual Inquired of project sales of the Company

11 April 2022 Comp Individual N/A

telephone investor and didn’t offer written materials

any

27ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

The Inquired of the future development plan

By Individual

18 April 2022 Comp Individual of the Company and didn’t offer written N/A

telephone investor

any materials

The Inquired of the land reserves and projects

By Individual

21 April 2022 Comp Individual progress of the Company and didn’t offer N/A

telephone investor

any written materials

The Inquired of business situations and

By Individual

10 May 2022 Comp Individual strategic planning of the Company and N/A

telephone investor

any didn’t offer written materials

The

By Individual Inquired of project sales of the Company

12 May 2022 Comp Individual N/A

telephone investor and didn’t offer written materials

any

The Inquired of the future development plan

By Individual

23 May 2022 Comp Individual of the Company and didn’t offer written N/A

telephone investor

any materials

The Inquired of the land reserves and projects

By Individual

2 June 2022 Comp Individual progress of the Company and didn’t offer N/A

telephone investor

any written materials

The Inquired of business situations and

By Individual

14 June 2022 Comp Individual strategic planning of the Company and N/A

telephone investor

any didn’t offer written materials

The Inquired of business situations and

By Individual

16 June 2022 Comp Individual strategic planning of the Company and N/A

telephone investor

any didn’t offer written materials

The

By Individual Inquired of project sales of the Company

20 June 2022 Comp Individual N/A

telephone investor and didn’t offer written materials

any

The Inquired of business situations and

By Individual

22 June 2022 Comp Individual strategic planning of the Company and N/A

telephone investor

any didn’t offer written materials

The

By Individual Inquired of project sales of the Company

29 June 2022 Comp Individual N/A

telephone investor and didn’t offer written materials

any

The Inquired of business situations and

By Individual

4 July 2022 Comp Individual strategic planning of the Company and N/A

telephone investor

any didn’t offer written materials

The Inquired of the future development plan

By Individual

20 July 2022 Comp Individual of the Company and didn’t offer written N/A

telephone investor

any materials

The Inquired of the project sales and future

By Individual

25 July 2022 Comp Individual development plan of the Company and N/A

telephone investor

any didn’t offer written materials

The

By Individual Inquired of project sales of the Company

10 August 2022 Comp Individual N/A

telephone investor and didn’t offer written materials

any

The Inquired of the future development plan

By Individual

24 August 2022 Comp Individual of the Company and didn’t offer written N/A

telephone investor

any materials

The Inquired of the future development plan

By Individual

5 September 2022 Comp Individual of the Company and didn’t offer written N/A

telephone investor

any materials

The Inquired of the land reserves and projects

By Individual

8 September 2022 Comp Individual progress of the Company and didn’t offer N/A

telephone investor

any written materials

The Inquired of business situations and

By Individual

14 September 2022 Comp Individual strategic planning of the Company and N/A

telephone investor

any didn’t offer written materials

The Inquired of the future development plan

By Individual

11 October 2022 Comp Individual of the Company and didn’t offer written N/A

telephone investor

any materials

28ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

The

By Individual Inquired of project sales of the Company

17 October 2022 Comp Individual N/A

telephone investor and didn’t offer written materials

any

The Inquired of the future development plan

By Individual

20 October 2022 Comp Individual of the Company and didn’t offer written N/A

telephone investor

any materials

The Inquired of the land reserves and projects

By Individual

1 November 2022 Comp Individual progress of the Company and didn’t offer N/A

telephone investor

any written materials

The

By Individual Inquired of project sales of the Company

2 November 2022 Comp Individual N/A

telephone investor and didn’t offer written materials

any

The Inquired of the future development plan

By Individual

15 November 2022 Comp Individual of the Company and didn’t offer written N/A

telephone investor

any materials

The Inquired of the land reserves and projects

By Individual

15 December 2022 Comp Individual progress of the Company and didn’t offer N/A

telephone investor

any written materials

The

By Individual Inquired of project sales of the Company

19 December 2022 Comp Individual N/A

telephone investor and didn’t offer written materials

any

The Inquired of the future development plan

Field Individual

28 December 2022 Comp Individual of the Company and didn’t offer written N/A

research investor

any materials

29ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Part IV Corporate Governance

I Basic Situation of Corporate Governance

In accordance with the requirements of the Company Law the Securities Law the Code on the Governance of Listed

Companies and other laws and regulations the Company has been improving its governance structure continuously

adhering to standardized operation and an operational mechanism featuring decision-making by the board of directors

execution by the management team and supervision by the board of supervisors has been formed.During the reporting period the Company's governance institutions at all levels have carried out their responsibilities

and authorities clearly and definitely and have performed their own functions. At the same time they have checked and

balanced each other in decision-making implementation and supervision effectively and have operated in a

coordinated manner.

(1) Operation of the general meeting of shareholders

The preparation holding of the annual and extraordinary general meetings of shareholders of the Company as well as

disclosure of the resolutions made at the meetings have been carried out in strict accordance with the Company Law

the Rules of the General Meeting of Shareholders of Listed Companies of China Securities Regulatory Commission

(CSRC) the Articles of Association and the Rules of Procedure of the General Meeting of Shareholders of the

Company. The notification time of the meeting the procedure of authorization the procedure of convening the

convener the qualification of the personnel attending the meeting and the voting procedure of the meeting have all

been in line with relevant provisions. An on-site interaction for shareholders has been set at the shareholders' meeting

to ensure that the shareholders especially the small and medium-sized shareholders can exercise their legitimate rights.

(2) Operation of the board of directors

The preparation and holding of the board meeting of the Company and the disclosure of the resolution made at the

meeting have been carried out in strict accordance with the Company Law the Self-regulation Guidelines for Listed

Companies of Shenzhen Stock Exchange No. 1-Standardized Operation of Listed Companies on the Main Board the

Articles of Association and the Rules of Procedure of the Board Meeting of the Company. The number and manning of

the board of directors have met the requirements of laws and regulations. The directors have worked diligently and

responsibly and the board of directors has worked hard in making decisions and setting the direction for the Company

and has exercised its power in accordance with the requirements for corporate governance.

(3) Operation of the supervisory committee

The number and manning of the board of supervisors have met the requirements of laws and regulations. All members

of the board of supervisors of the Company have performed their duties diligently and conscientiously. They have

supervised and inspected the important matters of the Company in strict accordance with the Company Law the Self-

regulation Guidelines for Listed Companies of Shenzhen Stock Exchange No. 1-Standardized Operation of Listed

Companies on the Main Board the Articles of Association and the Rules of Procedure of the Board of Supervisors of

the Company exercised the power of supervision effectively gave a full play to the supervisory function have played

a substantial role in the operation and management of the Company and have protected the legitimate rights and

interests of the Company and the shareholders.

(4) Operation at manager level

The manager level of the Company has performed its duties in strict accordance with the Company Law the Self-

regulation Guidelines for Listed Companies of Shenzhen Stock Exchange No. 1-Standardized Operation of Listed

Companies on the Main Board the Articles of Association and the Detailed Working Rules for the General Manager of

the Company. The manager level is responsible for the production operation and management of the Company all-

roundly. They have performed their duties diligently and conscientiously and have carried out the decisions of the

board of directors effectively. The members at the manager level have had a clear division of labor among them they

have worked diligently and conscientiously and there has not existed any situation of "control under insiders ".Indicate by tick market whether there is any material incompliance with laws administrative regulations and

regulations governing the governance of listed companies issued by the CSRC.□Yes □ No

No such cases in the Reporting Period.

30ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

II The Company’s Independence from Its Controlling Shareholder and Actual Controller in

Business Personnel Asset Organization and Financial Affairs

(I) In respect of assets the Company possessed independent and integrated assets and the property of the Company is

transparent.(II) In respect of personnel the Company was absolutely independent in management of labor personnel and salaries

from the controlling shareholders. All the senior executives of the Company took no office title concurrently and drew

no remunerations from the Shareholder Company.(III) In respect of finance the Company has independent financial department independently accounted and paid taxes

according to the law. The Company established a complete accounting system financial accounting system and

financial administrative systems. The Company opened independent bank accounts.(IV) In respect of organization the Board of Directors and the Supervisory Board operated independently. There

existed no superior-inferior relationship between the controlling shareholder and its function department and the

Company.(V) In respect of business the Company possessed independent production supply and sales system.III Horizontal Competition

□ Applicable □ Not applicable

Relationship Comp

Company Progress and

Type with the any Course Countermeasures

name follow-up plan

Company nature

The Company and

ShenZhen For the Company’s existing Refer to the

Properties & business that has horizontal Announcement on

Resources competition with ShenZhen Receiving the

Development Properties & Resources Avoiding Horizontal

(Group) Ltd. Development (Group) Ltd. Competition

(hereinafter Shenzhen Investment Holdings Commitment Letter

referred to as Co. Ltd. will within the scope from the

“SZPRD”) are permitted by laws and Controlling

majority-owned regulations timely launch one Shareholder (No.:

subsidiaries of or several of the following 2021-032) disclosed

Shenzhen solutions that is practically by the Company on

Shenzhen Investment feasible and complete the 11 September 2021

Horizontal

Controlling Investmen Holdings Co. implementation of the relevant and the

competitio Other

shareholder t Holdings Ltd. The solution(s) before 9 November Announcement on

n

Co. Ltd. Company and 2024 to solve the existing Resolutions of the

SZPRD are horizontal competition problem: 1st Extraordinary

operating real (1) Solve the horizontal General Meeting of

estate competition between the two 2021 (No.: 2021-34)

development and through asset sales or asset disclosed by

commercial replacement; (2) Solve the ShenZhen

property sales horizontal competition between Properties &

business which the two through equity transfer; Resources

belong to the (3) Take other measures that Development

same industry. can effectively solve the (Group) Ltd. on 27

There is problem of horizontal September 2021 for

horizontal competition. details.competition.IV Annual and Extraordinary General Meeting Convened during the Reporting Period

1. General Meetings Convened during the Reporting Period

Investor

Convened Disclosure

Meeting Type participati Index to disclosed information

date date

on ratio

The 2021 Resolutions of 2021 Annual General Meeting

Annual

Annual disclosed on China Securities Securities Times

General 63.56% 17 May 2022 18 May 2022

General

Meeting Ta Kung Pao and www.cninfo.com.cn (No.:

Meeting 2022-018)

31ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

The 1st Resolutions of the 1st Extraordinary General

Extraordinar Extraordinar

16 November 17 November Meeting of 2022 disclosed on China Securities

y General y General 56.27%

Meeting of Meeting 2022 2022 Securities Times Ta Kung Pao and

2022 www.cninfo.com.cn (No.: 2022-041)

2. Extraordinary General Meeting Convened at Request of Preference Shareholders with Resumed Voting

Rights

□Applicable □ Not applicable

V Directors Supervisors and Senior Management

1. Basic Information

Other

Beginni Increase Decreas incre

Ending

Incum Ge ng in the e in the ase/d Reaso

Offic A Start of End of shareh

Name bent/F nd sharehol Reportin Reportin ecrea n for

e title ge tenure tenure olding

ormer er ding g Period g Period se change

(share)

(share) (share) (share) (shar

e)

Tang 31

Direc Incum Ma

Xiaopin 53 December 0 0 0 0 0

tor

g bent le 2020

Tang 14

Incum Ma

Xiaopin GM 53 December 0 0 0 0 0

g bent le 2020

Person

al

Deng

Direc Incum Ma 17 April financi

Kangch 57 10000 0 2500 0 7500

tor 2012

eng bent le al

arrang

ement

Wang Direc Incum Ma 11 October

5000000

Jianfei tor bent le 2021

22

Wang Incum Ma

CFO 50 September 0 0 0 0 0

Jianfei bent le 2021

Fe

Direc Incum 8 September

Wen Li ma 54 0 0 0 0 0

tor bent 2006

le

31

Sun Direc Incum Ma

42 December 0 0 0 0 0

Minghui tor bent le 2020

Indep

ende

Kang Incum Ma 15 May

nt 59 0 0 0 0 0

Xiaoyue

direct bent le

2018

or

Indep

ende

He Incum Ma 30 June

nt 61 0 0 0 0 0

Zuowen 2020

direct bent le

or

Indep

ende

Mi Incum Ma 30 June

nt 48 0 0 0 0 0

Xuming

direct bent le

2020

or

Chair

Wang man Incum Ma 17 May

5700000

Jiangtao of the bent le 2022

Supe

32ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

rviso

ry

Com

mitte

e

Supe

Incum Ma 15 May

Ren Wei rviso 43 2000 0 0 0 2000

r bent le

2018

Supe Fe

Incum 17 April

Li Yufei rviso ma 45 0 0 0 0 0

2012

r bent le

Feng Supe

Incum Ma 2 March

Hongwe rviso 52 0 0 0 0 0

i r bent le

2017

Supe Fe

Incum 27 April

Lin Jun rviso ma 54 0 0 0 0 0

bent 2016 r le

Zhang

Vice Incum Ma 15 July

Hongwe 57 0 0 0 0 0

GM bent le 2020

i

Huang Vice Incum Ma 29 July

5100000

Weijun GM bent le 2022

Wu Vice Incum Ma 29 July

5100000

Zhiyong GM bent le 2022

Secre

tary 31

Incum Ma

Luo Yi of the 49 December 0 0 0 0 0

Boar bent le 2020

d

Chair 1

Liu man

Forme Ma 15 January Nove

Zhengy of the 53 0 0 0 0 0

u Boar r le 2020 mber

d 2022

Chair

man

of the

Supe Fe 31 17

Forme

Li Lian rviso ma 56 December May 0 0 0 0 0

ry r le 2020 2022

Com

mitte

e

Fe 28

Wei Vice 7 June

Left ma 57 September 0 0 0 0 0

Hanping GM 2022

le 2012

Total -- -- -- -- -- -- 12000 0 2500 0 9500 --

Indicate by tick mark whether any directors or supervisors left or any senior management were disengaged during the Reporting Period

□Yes □ No

1. Chairman Mr. Liu Zhengyu of the Company no longer serves as the Chairman of the Board of Directors or a director

of the Company due to job changes. For details please refer to the Announcement on Leave of Chairman and Election

of A Director to Act as the Chairman (Announcement No. 2022-040) disclosed by the Company on 2 November 2022

on cninfo.com.cn.

2. Chairman Ms. Li Lian of the Board of Supervisors of the Company has gone through the procedure to get retired

and no longer serves as the Chairman of the Board of Supervisors or a supervisor of the Company. For details please

refer to the Announcement on Change of Supervisor and Chairman of the Board of Supervisors (Announcement No.

2022-020) disclosed by the Company on 18 May 2022 on cninfo.com.cn.

33ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

3. Deputy General Manager Ms. Wei Hanping of the Company has gone through the procedure to get retired and no

longer serves as the Deputy General Manager of the Company. For details please refer to the Announcement on

Retirement and Leave of Deputy General Manager (Announcement No. 2022-021) disclosed by the Company on 8

June 2022 on cninfo.com.cn.Change of Directors Supervisors and Senior Management

□ Applicable □ Not applicable

Name Office title Type of change Date of change Reason for change

Liu Zhengyu Chairman of the Board Left 1 November 2022 Job change

Chairman of the

Li Lian Supervisory Left 17 May 2022 Retirement

Committee

Wei Hanping Vice GM Left 7 June 2022 Retirement

Chairman of the

Wang Jiangtao Supervisory Elected 18 May 2022

Committee

Huang Weijun Vice GM Engaged 29 July 2022

Wu Zhiyong Vice GM Engaged 29 July 2022

2. Biographical Information

Professional backgrounds major work experience and current duties in the Company of the incumbent directors supervisors and senior

management:

1. Tang Xiaoping: he ever act as CFO and finance minister of Shenzhen HRD Assets Management Company minister

of Financial Operations Management Department of Shenzhen Foreign Labor Service Co. Ltd. and executive director

of Shenzhen Foreign Affairs Service Center Manager of Financing Plan Department deputy GM secretary of the

Board of the Company and deputy secretary of the CPC of the Company. He is currently the director GM and

secretary of the CPC of the Company.

2. Deng Kangcheng: he was once deputy director director of the Office of Shenzhen Investment Holdings Co. Ltd.

and supervisor of the Company. And now he acts as the director Vice Secretary of CPC and Chairman of the Trade

Union Federation of the Company.

3. Wang Jianfei: he was once the minister of the Financial Management Department of Shenzhen Construction

Development (Group) Company vice GM of Hubei SIHC Investment Development Co. Ltd. And now he acts as the

director and CFO of the Company.

4. Wen Li: she once worked as the vice chief of the Investment and Development Department vice director of

Management Center for Construction Project and Minister of Enterprise Department I of Shenzhen Investment

Holdings Co. Ltd. Now she serves as the director GM and vice secretary of CPC in Shenzhen Bay Technology

Development Co. Ltd. and the director of the Company.

5. Sun Minghui: Former the senior director of the Finance Department and the Office of the Board of Directors of

Shenzhen Investment Holdings Co. Ltd. and the deputy director of the Finance Department (Settlement Center);

currently he is the director of the Finance Department (Settlement Center) of Shenzhen Investment Holdings Co. Ltd.and a director of the Company.

6. Kang Xiaoyue: he was once the staff member of Department of Justice of Jiangxi Province a reporter editor and

head of Special Issue Department of Shenzhen Legal Newspaper. Chief Lawyer senior partner of Guangdong New

Century Law Firm (later renamed Guangdong Wancheng Law Firm). Now he serves as a senior partner of Beijing

Weiheng (Shenzhen) Law Firm and the independent director of the Company.

7. He Zuowen: formerly associate professor of accounting deputy director of teaching and research section and

member of the Disciplinary Committee of Changsha University of Science & Technology partner and deputy director

of Shenzhen Huapeng Certified Public Accountants director and vice GM of Beijing Zhongtian Huazheng Certified

Public Accountants Co. Ltd. (Dahua Certified Public Accountants) as well as head of Shenzhen Branch of it partner of

BDO Certified Public Accountants; advisory expert of Internal Control Standard Committee of the Ministry of Finance

(the 1st 2nd and 4th) director of Shenzhen Institute of Certified Public Accountants director of the Investigation

34ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Committee member of the Shenzhen Municipal Social Organization Disciplinary Inspection Committee member of

CPC Vice Secretary of CPC & Secretary of the Disciplinary Committee of Shenzhen CPA Industry Committee etc.currently partner of Dahua Certified Public Accountants (Special General Partnership) Secretary of CPC General

Branch of Shenzhen Branch Chairman of Shenzhen Tianye Tax Agent Co. Ltd. and also served as the independent

director of Shenzhen Textile (Group) Co. Ltd. Shenzhen Bioeasy Biotechnology Co. Ltd. Shenzhen Tongyi Industry

Co. Ltd. and the Company. The main social positions are: judge of the Shenzhen Municipal Senior Accountant Review

Committee external master tutor of Shenzhen University member of Shenzhen CPA Industry Committee director of

Shenzhen Certified Tax Agents Association and Member of the Capital Market Advisory Expert Committee of the

Xinjiang Regulatory Bureau of the China Securities Regulatory Commission expert of the experts database of State-

owned Assets Supervision and Administration Commission of the People’s Government of Shenzhen Municipality

Development and Reform Commission of Shenzhen Municipality Science and Technology Innovation Commission of

Shenzhen Municipality Shenzhen Bureau of Radio Television Culture Tourism and Sports Shenzhen United

Property and Equity Exchange etc.

8. Mi Xuming: Former lecturer and associate professor at Shenzhen University post-doctor of post-doctoral mobile

station for applied economics of School of Economics of Xiamen University visiting scholar at the University of

Exeter; currently professor and master tutor of Shenzhen University and at the same time as the independent directors

of Shenzhen Farben Information Technology Co. Ltd. and the Company.

9. Wang Jiangtao: Former Deputy General Manager and Secretary of the Party Branch of Shenzhen Foreign Economic

and Trade Investment Company Director Secretary of the Disciplinary Committee Secretary of CPC and Chairman of

the Supervisory Committee of Shenzhen Architecture Design General Research Institute; currently Chairman of the

Supervisory Committee Secretary of the Disciplinary Committee and member of CPC of the Company.

10. Ren Wei: he once was the CFO of Xian Zhenye Real Estate Development Co. Ltd. minister of Budget &

Financing Department and director of Fund Centre of Shenfubao Group Co. Ltd. Now he serves as the vice minister of

Audit Department of Shenzhen Investment Holdings Co. Ltd. and the supervisor of the Company.

11. Li Yufei: she ever worked as the Assistant to the Manager of the Investment Department and Assistant to the

Manager & Vice Manager of Assets Management Centre as well as the Senior Management Staff of Enterprise

Department I and Enterprise Department II (Journal Center) in Shenzhen Investment Holdings Co. Ltd. Now she

serves as the deputy director of Discipline Inspection Office in Shenzhen Investment Holdings Co. Ltd. and the

supervisor of the Company.

12. Feng Hongwei: he once was the Vice Chief of the Board Secretariat the Securities Representative and Minister of

Audit Department. Now he acts as the supervisor member of the Disciplinary Committee and Manager of Asset

Management Center of the Company.

13. Lin Jun: She once was the Vice Chief and Chief of the Party-Mass Work Department. And she has been acting as a

supervisor of the Company the Vice Discipline Inspection Secretary and Director of Discipline Inspection and

Supervision Office (Office of the Board of Supervisors).

14. Zhang Hongwei: once served as GM of Shenzhen Urban Construction Investment Development Co. Ltd. Hefei

Ruifa Urban Construction Investment Development Co. Ltd. manager of the Company's Development Department

Sales Department Project II Department Project Management Department; currently deputy GM of the Company

member of CPC Chairman of Jianbang Group and GM of Longgang Development Company.

15. Huang Weijun: Once served as a member of the Party Committee Secretary of the Committee for Discipline

Inspection 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. (concurrently as an executive

35ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

director of Shenzhen OCT International Media Performing Co. Ltd.) and now serving as the Deputy GM of the

Company.

16. Wu Zhiyong: Once served as the Chairman and GM of Shenzhen Petrel Hotel Co. Ltd. and Deputy Manager of

Property Management Department and Asset Operation Center of the Company and now serving as the Deputy GM of

the Company.

17. Luo Yi: He was once the Vice GM Deputy Director of Board Secretariat and Securities Representative in the

Shantou branch of the Company. And he now serves as the Board Secretary and Director of the Board Secretariat in the

Company.Offices held concurrently in shareholding entities:

□ Applicable □ Not applicable

Remuneration or

Shareholding Office held in the End of

Name Start of tenure allowance from the

entity shareholding entity tenure

shareholding entity

Shenzhen Chief of Financial

Sun Minghui Investment Department (Settlement 11 November 2020 Yes

Holdings Co. Ltd Center)

Shenzhen

Vice minister of Audit

Ren Wei Investment 18 September 2017 Yes

Department

Holdings Co. Ltd

Shenzhen Deputy Director of

Li Yufei Investment Discipline Inspection 9 July 2015 Yes

Holdings Co. Ltd Office

Offices held concurrently in other entities:

□ Applicable □ Not applicable

Remuneration or

Office held in End of

Name Other entity Start of tenure allowance from the

the entity tenure

entity

Sun China Nanshan Development (Group)

Supervisor 17 October 2017 No

Minghui Co. Ltd.Shenzhen Highway Passenger

Sun

Transportation Service Centre Co. Supervisor 16 June 2017 No

Minghui

Ltd.Sun ULTRARICH

Director 11 November 2020 No

Minghui INTERNATIONAL LIMITED

Sun Shenzhen Chiwan Industry

Supervisor 30 June 2021 No

Minghui Development Co. Ltd.Sun Hubei SIHC Investment Development

Director 11 November 2020 No

Minghui Co. Ltd.Sun

Shenzhen Textile (Holdings) Co. Ltd. Director 10 February 2021 No

Minghui

Shenzhen Shenzhen-Hong Kong

Sun Science and Technology Innovation

Director 18 October 2021 No

Minghui Cooperation Zone Development Co.Ltd.Shenzhen Sungang China Resources

Ren Wei Supervisor 17 October 2017 No

Land Development Co. Ltd.Li Yufei Shenzhen Dapengwan Huaqiao Tomb Director 19 November 2015 No

Shenzhen Shentou Cultural

Li Yufei Director 2 September 2022 No

Investment Co. Ltd.Kang Beijing Weiheng (Shenzhen) Law

Senior partner 2 December 2019 Yes

Xiaoyue Firm

He Dahua Certified Public Accountants

Partner 1 December 2002 Yes

Zuowen (Special General Partnership)

He Shenzhen Tianye Tax Agency Co. Chairman of

1 December 2008 Yes

Zuowen Ltd. the Board

He Shenzhen JPT Opto-Electronics Co. Independent 20 April

1 June 2017 Yes

Zuowen Ltd. director 2022

He Independent

Shenzhen Textile (Holdings) Co. Ltd. 19 July 2017 Yes

Zuowen director

36ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

He Shenzhen Bioeasy Biotechnology Independent

1 October 2017 Yes

Zuowen Co. Ltd. director

He Independent

Shenzhen Tongyi Industry Co. Ltd. 11 October 2018 Yes

Zuowen director

Mi Professor and

Shenzhen University 1 December 2009 Yes

Xuming master tutor

Mi Independent 16 May

ChinaLin Securities Co. Ltd. 10 April 2017 Yes

Xuming director 2022

Mi Shenzhen Farben Information Independent

29 January 2021 Yes

Xuming Technology Co. Ltd. director

Punishments imposed in the recent three years by the securities regulator on the incumbent directors supervisors and senior management

as well as those who left in the Reporting Period:

□Applicable □ Not applicable

3. Remuneration of Directors Supervisors and Senior Management

Decision-making procedure determination basis and actual payments of remuneration for directors supervisors and senior management:

The remuneration of the Company's directors supervisors and senior managers shall be determined and implemented in accordanc e with

the regulations of the Company's remuneration management system.After the review and approval at the 2013 Annual General Meeting of Shareholders held on 23 April 2014 the allowance for independent

directors has been adjusted to RMB7000 (tax included) per person per month since May 2014 and independent directors will not receive

any remuneration other than it from the Company.Remuneration of directors supervisors and senior management for the Reporting Period

Unit: RMB’0000

Total before-tax Any

Incumbent/For remuneration remuneration

Name Office title Gender Age

mer from the from related

Company party

Tang Xiaoping Director and GM Male 53 Incumbent 111.51 No

Deng

Director Male 57 Incumbent 56.4 No

Kangcheng

Wang Jianfei Director and CFO Male 50 Incumbent 74.4 No

Wen Li Director Female 54 Incumbent 0 No

Sun Minghui Director Male 42 Incumbent 0 No

Kang Xiaoyue Independent director Male 59 Incumbent 0 No

He Zuowen Independent director Male 61 Incumbent 0 No

Mi Xuming Independent director Male 48 Incumbent 0 No

Chairman of the

Wang Jiangtao Male 57 Incumbent 40 No

Supervisory Committee

Ren Wei Supervisor Male 43 Incumbent 0 No

Li Yufei Supervisor Female 45 Incumbent 0 No

Feng Hongwei Supervisor Male 52 Incumbent 62.12 No

Lin Jun Supervisor Female 54 Incumbent 62.09 No

Zhang

Vice GM Male 57 Incumbent 97.31 No

Hongwei

Huang Weijun Vice GM Male 51 Incumbent 28.19 No

Wu Zhiyong Vice GM Male 51 Incumbent 73.02 No

Luo Yi Secretary of the Board Male 49 Incumbent 64.12 No

Liu Zhengyu Chairman of the Board Male 53 Former 0 No

Chairman of the

Li Lian Female 56 Former 83.2 No

Supervisory Committee

Wei Hanping Vice GM Female 57 Former 59.9 No

Total -- -- -- -- 812.26 --

37ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

VI Performance of Duty by Directors in the Reporting Period

1. Board Meeting Convened during the Reporting Period

Meeting Date of the meeting Disclosure date Index to disclosed information

Announcement on Resolutions of the 70th Meeting of

The 70th Meeting of

the 7th Board of Directors (No.: 2022-002) disclosed

the 7th Board of 28 February 2022 1 March 2022

on China Securities Journal Securities Times Ta

Directors

Kung Pao and www.cninfo.com.cn.Announcement on Resolutions of the 71st Meeting of

The 71st Meeting of

the 7th Board of Directors (No.: 2022-003) disclosed

the 7th Board of 17 March 2022 18 March 2022

on China Securities Journal Securities Times Ta

Directors

Kung Pao and www.cninfo.com.cn.Announcement on Resolutions of the 72nd Meeting of

The 72nd Meeting of

the 7th Board of Directors (No.: 2022-014) disclosed

the 7th Board of 29 April 2022 30 April 2022

on China Securities Journal Securities Times Ta

Directors

Kung Pao and www.cninfo.com.cn.Announcement on Resolutions of the 73rd Meeting of

The 73rd Meeting of

the 7th Board of Directors (No.: 2022-024) disclosed

the 7th Board of 29 July 2022 30 July 2022

on China Securities Journal Securities Times Ta

Directors

Kung Pao and www.cninfo.com.cn.Announcement on Resolutions of the 74th Meeting of

The 74th Meeting of

the 7th Board of Directors (No.: 2022-027) disclosed

the 7th Board of 25 August 2022 26 August 2022

on China Securities Journal Securities Times Ta

Directors

Kung Pao and www.cninfo.com.cn.Announcement on Resolutions of the 75th Meeting of

The 75th Meeting of

the 7th Board of Directors (No.: 2022-034) disclosed

the 7th Board of 28 October 2022 29 October 2022

on China Securities Journal Securities Times Ta

Directors

Kung Pao and www.cninfo.com.cn.Announcement on Resolutions of the 76th Meeting of

The 76th Meeting of

the 7th Board of Directors (No.: 2022-043) disclosed

the 7th Board of 7 December 2022 8 December 2022

on China Securities Journal Securities Times Ta

Directors

Kung Pao and www.cninfo.com.cn.

2. Attendance of Directors at Board Meetings and General Meetings

Attendance of directors at board meetings and general meetings

The director

Total number Board

Board Board failed to

of board Board meetings

meetings meetings the attend two General

meetings the meetings attended by

Director attended director consecutive meetings

director was attended on way of

through a failed to board attended

eligible to site telecommuni

proxy attend meetings

attend cation

(yes/no)

Tang

7 0 7 0 0 No 2

Xiaoping

Deng

7 0 7 0 0 No 2

Kangcheng

Wang Jianfei 7 0 7 0 0 No 2

Wen Li 7 0 7 0 0 No 2

Sun Minghui 7 0 7 0 0 No 2

Kang

7 0 7 0 0 No 2

Xiaoyue

He Zuowen 7 0 7 0 0 No 2

Mi Xuming 7 0 7 0 0 No 2

Liu Zhengyu 6 0 6 0 0 No 0

Why any independent director failed to attend two consecutive board meetings:

Not applicable

38ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

3. Objections Raised by Directors on Matters of the Company

Indicate by tick mark whether any directors raised any objections on any matter of the Company.□Yes □ No

No such cases in the Reporting Period.

4. Other Information about the Performance of Duty by Directors

Indicate by tick mark whether any suggestions from directors were adopted by the Company.□Yes □ No

Suggestions from directors adopted or not adopted by the Company:

During the Reporting Period all directors of the Company performed their duties diligently and conscientiously. They

thoroughly mastered the Company’s production and operation internal control and standardized operation and put

forward relevant opinions on the Company’s major governance and operation decisions based on their professional

advantages. These opinions were fully communicated and discussed among the directors before forming consensus

which effectively promoted scientific and objective decision-making by the Board of Directors and helpfully

safeguarded the legitimate rights and interests of the Company and all shareholders.VII Performance of Duty by Specialized Committees under the Board in the Reporting Period

Other

Number informat Details

of ion about

Commit meeting Conven Important opinions and suggestions about issues

Members Content

tee s ed date raised the with

convene perform objections

d ance of (if any)

duty

It is believed that the Company has

chosen and applied appropriate

accounting policies and made

reasonable accounting estimates in

accordance with the provisions of the

new Accounting Standards for

Deliberation

Business Enterprises. The Company

14 on the

has always been cautious about

January Company’s

changes in accounting policies and

2022 2021 financial

accounting estimates. There is no use

statements

or abuse of changes in accounting

Audit

He

Commit policies or accounting estimates to

Zuowen

tee of adjust profits. The financial

Sun

the 4 statements prepared by the Company

Minghui

Board of

Mi are true and reliable with complete

Director

Xuming contents.s Deliberation

It is believed that the Company’s

on the

2021 financial statements prepared by

preliminary

Grant Thornton China (LLP) comply

audit opinions

with all provisions of the Accounting

10 of Grant

Standards for Business Enterprises

March Thornton

and truly and completely represent

2022 China (LLP) the Company’s financial position as

on the

of 31 December 2021 and its

Company’s

operating results and cash flows for

2021 financial

the year 2021 in all material respects.statements

Deliberation It is believed that Grant Thornton

17

on the China (LLP) has completed the audit

39ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

March summary of of the Company’s 2021 financial

2022 the 2021 audit statements well.

service

provided by

Grant

Thornton

China (LLP)

for the

Company

It is believed that Grant Thornton

China (LLP) (hereinafter referred to

as “Grant Thornton”) possesses

independence professional

competence the ability to protect

investors and the experience and

capability of providing audit services

for listed companies. During the audit

of the Company’s 2021 financial

statements and internal control Grant

Thornton was able to earnestly

Deliberation

perform its duties in accordance with

21 on the

the requirements of the auditing

October proposed

standards and the Basic Code for

2022 renewal of the Internal Control of Enterprises. It

audit firm

independently objectively and fairly

evaluated the Company’s financial

position and operating results

demonstrating occupational ethics

and professional competence.Therefore it is proposed to the

Company’s Board of Directors that

Grant Thornton should be renewed as

the auditing agency for the

Company’s 2022 financial statements

and internal control.It is held that the Management

Measures for Business Performance

Deliberation

Appraisal and Remuneration

on the

Management of Senior Management

Proposal on

Members (Trial) formulated by the

Formulating

Company is in line with the income

the

distribution policy for state-owned

Management

enterprises and the relevant

Measures for

22 regulations of Shenzhen SASAC can

Business

Februar effectively enhance the loyalty and

Performance

y 2022 diligence consciousness of the Appraisal and

Remune management team further improve Remuneration

the performance appraisal and

ration Management

incentive and restraint mechanism for

and of Senior

Mi senior management members and

Apprais Management advance the Company’s corporate

Xuming Members

al governance and is conducive to the

Wang (Trial)

Commit 4 Company’s long-lasting and healthy

Jianfei

tee of development.He Deliberation

the It is believed that the remuneration

Zuowen on the annual

Board of decision-making procedures for the

remuneration

Director Company’s directors supervisors and of directors

senior management are compliant the

s supervisors

17 remuneration payment standards for

and senior

March the Company’s directors supervisors

management

2022 and senior management are in line as disclosed in

with the regulations of the

the

remuneration system and that the

Company’s

remuneration disclosed in the 2021

2021 annual

annual report is true and accurate.report

Review of the It is held that:

29 April Implementatio 1. The Implementation Plan for

2022 n Plan for Performance Appraisal of Senior

Performance Management Members in 2021 is in

40ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Appraisal of line with the Company requirements

Senior put forward in the Management

Management Measures for Business Performance

Members in Appraisal and Remuneration

2021 the Management of Senior Management

Implementatio Members the appraisal indicators are

n Plan for scientifically and reasonably set and

Performance the plan is conducive to further

Appraisal of improving the incentive and restraint

Senior mechanism for senior management

Management members.Members in 2. The Implementation Plan for

2022 and the Performance Appraisal of Senior

2022 Management Members in 2022 is in

Statement of line with the Company requirements

Responsibility put forward in the Management

of Senior Measures for Business Performance

Management Appraisal and Remuneration

Members for Management of Senior Management

Business Members the appraisal indicators are

Performance scientifically and reasonably set and

the plan is conducive to further

improving the incentive and restraint

mechanism for senior management

members.

3. The 2022 Statement of

Responsibility of Senior Management

Members for Business Performance is

in line with the Company’s Articles of

Association and the Management

Measures for Business Performance

Appraisal and Remuneration

Management of Senior Management

Members and is conducive to further

improving the incentive and restraint

mechanism for senior management

members and promoting the

Company’s long-lasting and healthy

development.It is held that the decision-making

process of the performance appraisal

of senior management members of

Review of the the Company in 2021 conforms to the

results of relevant laws and regulations of

performance China and the Company’s Articles of

appraisal of Association and Management

7 senior Measures for Business Performance

Decemb management Appraisal and Remuneration

er 2022 members of Management of Senior Management

SPG in 2021 Members and has caused no damage

and the result to the interests of the Company or its

application shareholders. Therefore the

plan Committee recognizes the above and

agrees to submit them to the 76th

Meeting of the 7th Board of Directors

of the Company for deliberation.It is believed that Mr. Huang Weijun

Deliberation and Mr. Wu Zhiyong are not involved

on the in the circumstances stipulated in the

Nominat

ion Kang nomination of Company Law that prohibit them

Commit Xiaoyue Mr. Huang from serving as a director a

tee of Deng 22 July Weijun and supervisor or a senior management

1

the Kangchen 2022 Mr. Wu member have never received

Board of g He Zhiyong as punishment by the China Securities

Director Zuowen

the Regulatory Commission and other

s

Company’s relevant authorities or disciplinary

vice managers action by the stock exchange have

not been placed on file for

41ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

investigation by judicial organs for

suspected crimes or placed on file for

inspection by the China Securities

Regulatory Commission for suspected

violations of laws and regulations are

not a defaulter are not a person held

liable or punished for dishonesty and

have the qualifications required by

relevant laws administrative

regulations departmental rules and

normative documents. It is agreed that

Mr. Huang Weijun and Mr. Wu

Zhiyong may be recommended as the

Company’s vice managers.VIII Performance of Duty by the Supervisory Committee

Indicate by tick mark whether the Supervisory Committee found any risk to the Company during its supervision in the Reporting Period.□Yes □ No

The Supervisory Committee raised no objections in the Reporting Period.IX Employees

1. Number Functions and Educational Backgrounds of Employees

Number of in-service employees of the Company as the parent

112

at the period-end

Number of in-service employees of major subsidiaries at the

164

period-end

Total number of in-service employees at the period-end 276

Total number of paid employees in the Reporting Period 273

Number of retirees to whom the Company as the parent or its

0

major subsidiaries need to pay retirement pensions

Functions

Function Employees

Production 137

Sales 14

Technical 15

Financial 32

Administrative 78

Total 276

Educational backgrounds

Category Number

Doctors 2

Masters 21

Bachelors 103

College graduates 72

Technical secondary school graduates 11

High school graduates and below 67

Total 276

2. Employee Remuneration Policy

The management personnel above vice general manager (including vice GM) of the Company conducted annual salary

system other employees conducted contacting the performance with the benefit salary system.

42ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

3. Employee Training Plans

The Company established annual training plan in line with Measures for the Management of Employee Training The

Company adopts internal training hires experts give lectures to the Company or participate professional training train

the on job employees with job knowledge professional skills rules and regulations the business process etc. which

enrich and renew the professional knowledge enhance the comprehensive quality and business skills of the employees.

4. Labor Outsourcing

□Applicable □ Not applicable

X Profit Distributions (in the Form of Cash and/or Stock)

How the profit distribution policy especially the cash dividend policy was formulated executed or revised in the Reporting Period:

□ Applicable □ Not applicable

As audited by Grant Thornton Certified Public Accountants (Special General Partnership) ShenZhen Special

Economic Zone Real Estate & Properties (Group) Co. Ltd. as the parent recorded retained earnings of

RMB1474557043.86 at the beginning of 2022. This plus the net profit of RMB341088743.27 in 2022 and minus

the 10% statutory surplus reserve of RMB34108874.33 and the payout in 2022 of the 2021 dividend of

RMB89026080.00 equals the distributable profit of RMB1692510832.80.According to the Company’s Articles of Association and taking into account the actual situation and future

development of the Company a final dividend plan for 2022 has been proposed as follows: based on the total share

capital of 1011660000 shares at 31 December 2022 a cash dividend of RMB0.61 (tax inclusive) per 10 shares is to

be distributed to the shareholders with no bonus issue from either profit or capital reserves.A total of RMB61711260.00 of cash dividends will be distributed accounting for 40.15% of the consolidated net

profit of RMB153718805.57 attributable to the Company as the parent for the year. And the retained earnings of

RMB1630799572.80 will be carried forward to the next accounting period.Special statement about the cash dividend policy

In compliance with the Company’s Articles of Association and

Yes

resolution of general meeting

Specific and clear dividend standard and ratio Yes

Complete decision-making procedure and mechanism Yes

Independent directors faithfully performed their duties and

Yes

played their due role

Non-controlling interests are able to fully express their opinion

Yes

and desire and their legal rights and interests are fully protected

In case of adjusting or changing the cash dividend policy the

conditions and procedures involved are in compliance with Not applicable

applicable regulations and transparent

Indicate by tick mark whether the Company fails to put forward a cash dividend proposal for shareholders despite the facts that the

Company has made profits in the Reporting Period and the profits of the Company as the parent distributable to shareholders are positive.□Applicable □ Not applicable

Final Dividend Plan for the Reporting Period

□ Applicable □ Not applicable

Bonus shares for every 10 shares (share) 0

Dividend for every 10 shares (RMB) (tax inclusive) 0.61

Total shares as the basis for the profit distribution proposal 1011660000

(share)

Cash dividends (RMB) (tax inclusive) 61711260.00

43ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Cash dividends in other forms (such as share repurchase)

0.00

(RMB)

Total cash dividends (including those in other forms) (RMB) 61711260.00

Distributable profit (RMB) 1692510832.80

Total cash dividends (including those in other forms) as % of

100%

total profit distribution

Cash dividend policy

It’s not easy to distinguish in the Company’s development stage. While when there is a major capital spending the percentage of

cash dividends to the profit distribution shall be 20% at least when conducting the profit distribution.Details about the proposal for profit distribution and converting capital reserve into share capital

The Profit Distribution Plan of 2022 was reviewed and approved by the 78th Meeting of the 7th Board of Directors held on 17

March 2023 and intended to be submitted to The 2022 Annual General Meeting for review. Based on the total 1011660000

shares of the Company as at 31 December 2022 a cash dividend of RMB0.61 (tax included) will be distributed to the A-share and

B-share holders for every 10 shares they hold without bonus share (tax included) and no share capital increase from capital

reserve would be conducted. The profit distribution plan can be implemented upon review and approval of the Shareholde rs’

General Meeting of the Company.XI Equity Incentive Plans Employee Stock Ownership Plans or Other Incentive Measures for

Employees

□Applicable □ Not applicable

No such cases in the Reporting Period.XII Establishment and Execution of the Internal Control System for the Reporting Period

1. Establishment and Execution of the Internal Control System

The Company has established a relatively complete and continuously effective internal control system and has carried

out internal control evaluation in accordance with the internal control matrix and documents. In accordance with the

requirements of the standard system for enterprise internal control and relevant regulations the Company has

maintained effective internal control over financial reporting in all material respects. No major deficiencies in internal

control not related to financial reporting have been found and no factors affecting the evaluation conclusion of internal

control effectiveness have occurred. At the same time the Company attaches great importance to the regulation and

steering role of the big supervision system. By holding joint supervision meetings and carrying out key supervision and

inspection the Company has promoted the standardization level improvement of relevant management work. No major

violations of regulations and disciplines have been found. In the future the Company will continue to develop internal

control in a standardized manner and strengthen the supervision and inspection of internal control in order to promote

the healthy and sustainable development of the Company.

2. Material Internal Control Weaknesses Identified for the Reporting Period

□Yes □ No

XIII Management and Control over Subsidiaries by the Company for the Reporting Period

Integration Countermeasur Settlement Follow-up

Subsidiary Integration plan Problem

progress es taken progress settlement plan

N/A N/A N/A N/A N/A N/A N/A

Note: 1. No new subsidiary was purchased during the Reporting Period.

44ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

XIV Internal Control Self-Evaluation Report or Independent Auditor’s Report on Internal

Control

1. Internal Control Self-Evaluation Report

Disclosure date of the internal control

18 March 2023

self-evaluation report

Index to the disclosed internal control

2022 Internal Control Self-Evaluation Report on www.cninfo.com.cn

self-evaluation report

Evaluated entities’ combined assets as %

81.50%

of consolidated total assets

Evaluated entities’ combined operating

revenue as % of consolidated operating 95.37%

revenue

Identification standards for internal control weaknesses

Weaknesses in internal control over Weaknesses in internal control not

Type

financial reporting related to financial reporting

The criterion of quality of the

recognition of defects of internal control

in the non-financial statements mainly

were order of severity of defect

involving business nature the direct or

potential negative influence nature and

The Company in line with the actual

the influence scope and other factors. If

situation when the follows events or

the follows events or indicators occur

indications happen which means there

there may be serious or important defects

probably existing serious or important

of internal control in the non-financial

defects in the financial report; (1) the

statements:(1) Lack democratic decision-

directors supervisors and senior

making process if lack significant

executives were fraud. (2) Certified

problem decision-making important

Public Accountant find that there is a

appointment and dismissal of cadres

significant error in the financial report

Nature standard significant project investment decision-

however the internal control did not

making; usage of large capital (three

discover it when conducting internal

important one large); (2) Unscientific

control; (3) The Audit Committee under

decision-making process such as the

the Board and Internal Audit Service's

major decision-making errors has caused

supervision to the internal control is

a serious property loss to the company;

invalid. (4) The accounting personnel

(3) Seriously violating state laws and

were without necessary qualities to

regulations; (4) Loss of key management

complete the preparation of financial

personnel or important talent; (5)

statements.Negative news media appear frequently

and widely spread; (6) The results of the

internal control evaluation especially

large or significant defects have not been

corrected. (7) Important business systems

lack control rules or systemic failure.Serious defects: the defects or defect

group may lead to the financial results

misstatement or potential losses >3% of The criterion of quantity of the

net assets; important defects: 1% of net recognition of defects of internal control

assets

Quantitative standard lead to the financial results misstatement were amount of direct economy losses in

or potential losses ≤ 3% of net assets; line with the criterion of quantity of the

General defects: the defects or defect recognition of defects of internal control

group may lead to the financial results in financial report of the Company.misstatement or potential losses ≤ 1% of

net assets.Number of material weaknesses in

0

internal control over financial reporting

Number of material weaknesses in

internal control not related to financial 0

reporting

Number of serious weaknesses in

0

internal control over financial reporting

Number of serious weaknesses in

internal control not related to financial 0

reporting

45ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

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 2022 in accordance with Basic Standards for Internal Contro l and

relevant regulations.Independent auditor’s report on internal control disclosed or

Disclosed

not

Disclosure date 18 March 2023

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

No

reporting

Indicate by tick mark whether any modified opinion is expressed in the independent auditor’s report on the Company’s internal control.□Yes □ No

Indicate by tick mark whether the independent auditor’s report on the Company’s internal control is consistent with the internal control

self-evaluation report issued by the Company’s Board.□Yes □ No

XV Rectifications of Problems Identified by Self-inspection in the Special Action for Listed

Company Governance

1. In accordance with the requirements of relevant laws regulations and regulatory rules and in light of the reality of

the Company the Company completed the revision of ten governance policies including the Rules of Procedure of the

General Meeting of Shareholders the Rules of Procedure of the Board Meeting the Rules of Procedure of the Board of

Supervisors the implementation rules of the special committees under the Board of Directors the Work Policy for

Independent Directors the Registration and Administration Policy for Persons with Insider Information and the

Information Disclosure Affairs Management Policy in 2021.

2. The Company held the 77th Meeting of the 7th Board of Directors and the 51st Meeting of the 7th Supervisory

Committee on 19 January 2023 to deliberate the matters concerning the election at the expiration of the office term of

the 7th Board of Directors and the 7th Supervisory Committee. On 15 March 2023 the Company issued the notice of

convention of the 1st Extraordinary General Meeting in 2023 and decided to hold the meeting to deliberate proposals

concerning the election at the expiration of the office term of the Board of Directors and the Supervisory Committee on

30 March 2023.

46ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Part V Environmental and Social Responsibility

I Major Environmental Issues

Indicate by tick mark whether the Company or any of its subsidiaries is a heavily polluting business identified by the enviro nmental

protection authorities of China.□Yes □ No

Administrative penalties imposed for environmental problems during the Reporting Period

Influence on

Rectification

Name Reason Case Result production and

measures

operation

N/A N/A N/A N/A N/A N/A

Other environmental information disclosed with reference to the heavily polluting business

The Company and its subsidiaries are not imposed any administrative penalties for environmental problems during the

Reporting Period.Measures taken to decrease carbon emission in the Reporting Period and corresponding effects

□Applicable □ Not applicable

Reason for failure of disclosing other environmental information

The Company and its subsidiaries isn’t a heavily polluting business identified by the environmental protection

authorities of China.II Social Responsibility

As a listed company controlled by Shenzhen SASAC the Company always remains true to our original aspiration

takes the initiative to assume social responsibility actively participates in social charity activities and promotes the

harmonious development of society with practical actions within our capacity. In 2022 the Company (including all

subsidiaries) invested a total of RMB358700 in public welfare; all party member of the Company in Shenzhen

completed the online “Double Check-in” at the place of residence and the workplace community; the party member

employees participated in 48 volunteer activities with accumulated 243 participants and 1159.50 hours.III Consolidation and Expansion of Poverty Alleviation Outcomes and Rural Revitalization

During the Reporting Period the Company actively participated in the special action of poverty alleviation through

consumption and helped consolidated the achievement in poverty alleviation with poverty alleviation products worth

RMB714000 purchased in the system; supported the rural revitalization of Longdu through completing the

transformation of Xiabei Village Primary School Longdu Town Chenghai District Shantou and caring the study and

living state of students in this school according to the deployment of the Party Committee of SIHC which fullydemonstrated the responsibility of a state-owned enterprise. The Company held the “Improve People’s Livelihood withLove from SPG” public welfare activity to encourage clothing donation and environment protection receiving nearly

500 clothes books and school supplies. All the clothes donated will be sorted out and disinfected by cooperative

agencies and sent to Southern Xinjiang regions.

47ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Part VI Significant Events

I Fulfillment of Commitments

1. Commitments of the Company’s De Facto Controller Shareholders Related Parties and Acquirers as well as

the Company Itself and Other Entities Fulfilled in the Reporting Period or Ongoing at the Period-End

□ Applicable □ Not applicable

Type of Date of Term of

Commitm Fulfillmen

Promisor commit Details of commitment commitme commitme

ent t

ment nt making nt

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

Other Avoidin following solutions that is practically feasible

commitme Shenzhen g and complete the implementation of the relevant

10 Before 9

nts made Investmen horizont solution(s) before 9 November 2024 to solve the

September November Ongoing

to t Holdings al existing horizontal competition problem: (1)

20212024

minority Co. Ltd. competit Solve the horizontal competition between the two

interests ion 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).Fulfilled

Yes

on time

Specific reasons for failing to fulfill commitments

N/A

on time and plans for next step (if any)

2. Where there had been an earnings forecast for an asset or project and the Reporting Period was still within

the forecast period explain why the forecast has been reached for the Reporting Period.□Applicable □ Not applicable

II Occupation of the Company’s Capital by the Controlling Shareholder or Its Related Parties for

Non-Operating Purposes

□Applicable □ Not applicable

No such cases in the Reporting Period.III Irregularities in the Provision of Guarantees

□Applicable □ Not applicable

No such cases in the Reporting Period.

48ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

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 Independent

Directors (if any) Regarding the Independent Auditor's “Modified Opinion” on the Financial

Statements of the Reporting Period

□Applicable □ Not applicable

VI YoY Changes to Accounting Policies Estimates or Correction of Material Accounting Errors

□ Applicable □ Not applicable

For details see “33. Significant Accounting Policies and Estimates” under “V Significant Accounting Policies and Estimates” in “Part XFinancial Statements”.VII YoY Changes to the Scope of the Consolidated Financial Statements

□ Applicable □ Not applicable

Please refer to “VI Changes to the Scope of the Consolidated Financial Statements” in Part X Financial Statements” for details.VIII Engagement and Disengagement of Independent Auditor

Current independent auditor

Name of the domestic independent auditor Grant Thornton China (LLP)

The Company’s payment to the domestic independent auditor

53

(RMB’0000)

How many consecutive years the domestic independent auditor

4

has provided audit service for the Company

Names of the certified public accountants from the domestic

Zhao Juanjuan Jiang Xiaoming

independent auditor writing signatures on the auditor’s report

How many consecutive years the certified public accountants

from the domestic independent auditor have provided audit 4

service 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 applicable

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.

49ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

XI Major Legal Matters

□ Applicable □ Not applicable

Involve

General d Index to

Execution of Disclosure

informatio amount Provision Progress Decisions and effects disclosed

decisions date

n (RMB’0 information

000)

? Xi’an Business Tourism

Company Limited Shaanxi High

(hereinafter referred to as People’s Court

“Business Company”) had Sold all assets

of Business

to pay for the

compensation RMB36.62 Company by

million and the relevant auction in

interest (from 14 accordance

with laws in

September 1998 to the

payment day) to Xi’an 2004. The

Fresh Peak Company applicant has Interim

within one month after the received

RMB15.20 Report 2022

judgment entering into

Xi’an (full text)

In force. If the Business

million. Now

26 August

Project 2154 No Business (No.: 2022-

execution Company failed to pay in 2022

Lawsuit time it had to pay double Company has 030) on

no executable

debt interests to Xi’an www.cninfo.Fresh Peak Company for properties and com.cn

Xi’an Joint

the overdue period; *

Commission

Xi’an Joint Commission

on Commerce

on Commerce had jointly

has been

and severally obligation of

refusing to

the interests of the

execute the

compensation; .* ruling. It is

Business Company shall

difficult to

bear RMB227500 of the

recover the

acceptance fee and the rest.security fee.As Jianbang Group is

incapable of paying the

commercial bills due in

January 2022 which total

RMB177151400

Huizhou Mingxiang

Economic Information

Consulting Co. Ltd.Dispute

Huizhou Huiyang Hongfa

over the

Industry & Trade Co. Ltd.right to 17999.9

No At law and Huizhou Jinlongsheng Pending

claim 6

Industrial Co. Ltd. brought

payment

a lawsuit on dispute over

on bills

the right to claim payment

on bills to the People’s

Court of Huiyang District.This case is still pending

and SPG is negotiating

with Jianbang and the

plaintiffs for an all-

inclusive solution.XII Punishments and Rectifications

□Applicable □ Not applicable

No such cases in the Reporting Period.

50ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

XIII Credit Quality of the Company as well as Its Controlling Shareholder and Actual Controller

□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.

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 any related

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 any other

finance business with any related parties.

7. Other Major Related-Party Transactions

□ Applicable □ Not applicable

The Company transferred 100% equity interests of Shenzhen Property Management Co. Ltd. to Shenzhen International

Trade Center Property Management Co. Ltd. which was a related-party transaction and was reviewed and approved on

the 69th Meeting of the 7th Board of Directors and the 3rd Extraordinary General Meeting of 2021 of the Company. The

said issue has been completed during the Reporting Period.Index to announcements on major related-party transactions

Announcement Disclosure time Disclosure website

51ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Announcement on Resolutions of the

69th Meeting of the 7th Board of 14 December 2021 www.cninfo.com.cn

Directors (No.: 2021-049)

Announcement on Progress of the

Related-Party Transaction regarding the

Transfer of 100% of Equity Interests in 24 December 2021 www.cninfo.com.cn

Shenzhen Property Management Co.Ltd. (No.: 2021-052)

Announcement on Resolutions of the 3 rd

Extraordinary General Meeting of 2021 30 December 2021 www.cninfo.com.cn

(No.: 2021-053)

Announcement on Progress of the

Related-Party Transaction regarding the

Transfer of 100% of Equity Interests in 15 February 2022 www.cninfo.com.cn

Shenzhen Property Management Co.Ltd. (No.: 2022-001)

Announcement on Completion of the

Related-Party Transaction regarding the

Transfer of 100% of Equity Interest in 30 September 2022 www.cninfo.com.cn

Shenzhen Property Management Co.Ltd. (No.: 2022-032)

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’0000

Guarantees provided by the Company as the parent and its subsidiaries for external parties (exclusive of those for subsidiaries)

Disclosu

re date Guarante

Actual

of the Line of Actual Type of Counter Term of Having e for a

guarante Collatera

Obligor guarante guarante occurren guarante guarante guarante expired related

e

e line e ce date e l (if any) e or not party or

amount e (if any)

announc not

ement

Guarantees provided by the Company as the parent for its subsidiaries

Disclosu Line of Actual Actual Type of Term of Having Guarante

Collatera Counter

Obligor re date guarante occurren guarante guarante guarante expired e for a

of the e ce date e e l (if any) guarante e or not related

52ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

guarante amount e (if any) party or

e line not

announc

ement

From the

date of

signing

100%

the

equity

guarante

interests

e

of

Shenzhe contract

Shenzhe

n SPG to the

n SPG

Chuanqi date

18 Chuanqi

Real 17 June when all

March 50000 6036.68 Pledge Real Not Not

Estate 2022 guarante

2022 Estate

Develop ed debts

Develop

ment are

ment

Co. Ltd. uncondit

Co. Ltd.ionally

held by

and

the

irrevoca

Compan

bly paid

y

off in

full.Total approved line Total actual amount

for such guarantees of such guarantees in

500006036.68

in the Reporting the Reporting Period

Period (B1) (B2)

Total approved line Total actual balance

for such guarantees of such guarantees at

at the end of the 50000 the end of the 6036.68

Reporting Period Reporting Period

(B3) (B4)

Guarantees provided between subsidiaries

Disclosu

re date Guarante

Actual

of the Line of Actual Type of Counter Term of Having e for a

guarante Collatera

Obligor guarante guarante occurren guarante guarante guarante expired related

e

e line e ce date e l (if any) e (if any) e or not party or amount

announc not

ement

Total guarantee amount (total of the three kinds of guarantees above)

Total guarantee line Total actual

approved in the guarantee amount in

500006036.68

Reporting Period the Reporting Period

(A1+B1+C1) (A2+B2+C2)

Total actual

Total approved

guarantee balance at

guarantee line at the

50000 the end of the 6036.68

end of the Reporting

Reporting Period

Period (A3+B3+C3)

(A4+B4+C4)

Total actual guarantee amount (A4+B4+C4)

1.51%

as % of the Company’s net assets

Of which:

Balance of guarantees provided for

shareholders actual controller and their 0

related parties (D)

Balance of debt guarantees provided directly

or indirectly for obligors with an over 70% 0

debt/asset ratio (E)

Amount by which the total guarantee amount

0

exceeds 50% of the Company’s net assets (F)

Total of the three amounts above (D+E+F) 0

Compound guarantees

53ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

3. Cash Entrusted to Other Entities for Management

(1) Cash Entrusted for Wealth Management

□ Applicable □ Not applicable

Overview of cash entrusted for wealth management in the Reporting Period

Unit: RMB’0000

Unrecovered

Unrecovered overdue amount

Type Funding source Amount Undue amount

overdue amount with provision for

impairment

Others Self-owned funds 51604.89 40815.44 0 0

Total 51604.89 40815.44 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 for entrusted

wealth management

□Applicable □ Not applicable

(2) Entrusted Loans

□Applicable □ Not applicable

No such cases in the Reporting Period.

4. Other Major Contracts

□Applicable □ Not applicable

No such cases in the Reporting Period.XVI Other Significant Events

□ Applicable □ Not applicable

1. During the Reporting Period Shenzhen Investment Holdings Co. Ltd. a controlling shareholding of the Company

carried out share reduction. From 30 August to 30 December 2022 SIHC reduced its holdings of 14241998 shares of

the Company through call auction accounting for 1.4078% of the total share capital of the Company. As at the end of

the Reporting Period SIHC was still holding 564353838 shares of the Company accounting for 55.78% of the total

share capital of the Company. For more details please refer to the Pre-disclosure on Reduction of Shares Held by

Controlling Shareholders (Announcement No. 2022-026) Progress on Reduction of Shares Held by Controlling

Shareholders (Announcement No. 2022-031) Announcement on Half Time Left for Reduction of Shares Held by

Controlling Shareholders (Announcement No. 2022-033) Announcement on 1% Reduction of Shares Held by

Controlling Shareholders (Announcement No. 2022-046) and Announcement on Expiration of Reduction of Shares

Held by Controlling Shareholders (Announcement No. 2023-001) disclosed on 30 July 3 September 28 October 10

December 2022 and 4 January 2023 respectively.

2. During the Reporting Period Chairman Mr. Liu Zhengyu of the Company no longer serves as the Chairman of the

Board of Directors or a director of the Company due to job changes. Upon joint recommendation of all the current

directors of the Company Director and General Manager Mr. Tang Xiaoping of the Company will exercise the duties

54ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

of Chairman from 1 November 2022 to the date when the new chairman is elected by the Board of Directors of the

Company. For details please refer to the Announcement on Leave of Chairman and Election of A Director to Act as

the Chairman (Announcement No. 2022-040) disclosed by the Company on 2 November 2022.XVII Significant Events of Subsidiaries

□Applicable □ Not applicable

55ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Part VII Share Changes and Shareholder Information

I Share Changes

1. Share Changes

Unit: share

Before Increase/decrease (+/-) After

Shares

as

Shares as

divide

Percen dividend Percen

New nd Subtot

Shares tage converted Other Shares tage

issues conver al

(%) from capital (%)

ted

reserves

from

profit

1. Restricted shares 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00%

1.1 Shares held by the state 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00%

1.2 Shares held by state-

0.000.00%0.000.000.000.000.000.000.00%

own Legal-person

1.3 Shares held by other

0.000.00%0.000.000.000.000.000.000.00%

domestic investors

Among which: shares held

0.000.00%0.000.000.000.000.000.00%

by domestic legal person

Shares held by domestic

0.000.00%0.000.000.000.000.000.000.00%

natural person

1.4 Oversea shareholdings 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00%

Among which: shares held

0.000.00%0.000.000.000.000.000.000.00%

by oversea legal person

Shares held by oversea

0.000.00%0.000.000.000.000.000.000.00%

natural person

1011

1011660100.0100.0

2. Unrestricted shares 0.00 0.00 0.00 0.00 0.00 6600

000.000%0%

00.00

8916

891660088.1488.14

2.1 RMB ordinary shares 0.00 0.00 0.00 0.00 0.00 6000

00.00%%

0.00

1200

2.2 Domestically listed 1200000 11.86 11.86

0.000.000.000.000.000000

foreign shares 00.00 % %

0.00

2.3 Oversea listed foreign

0.000.00%0.000.000.000.000.000.000.00%

shares

2.4 Other 0.00 0.00% 0.00 0.00 0.00 0.00 0.00 0.00 0.00%

1011

1011660100.0100.0

3. Total shares 0.00 0.00 0.00 0.00 0.00 6600

000.000%0%

00.00

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 ordinary shareholders

and other financial indicators of the prior year and the prior accounting period respectively:

56ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

□Applicable □ Not applicable

Other information that the Company considers necessary or is required by the securities regulator to be disclosed:

□Applicable □ Not applicable

2. Changes in Restricted Shares

□Applicable □ Not applicable

II. Issuance and Listing of Securities

1. Securities (Exclusive of Preferred Shares) Issued in the Reporting Period

□Applicable □ Not applicable

2. Changes to Total Shares Shareholder Structure and Asset and Liability Structures

□Applicable □ Not applicable

3. Existing Staff-Held Shares

□Applicable □ Not applicable

III Shareholders and Actual Controller

1. Shareholders and Their Shareholdings at the Period-End

Unit: share

Number of

Number of Number of preferred

ordinary

Number of preferred shareholders with

shareholders

ordinary 4840 shareholders with resumed voting rights at

50795 at the month- 0 0

shareholder 3 resumed voting the month-end prior to the

end prior to

s rights (if any) disclosure of this Report

the disclosure

(see note 8) (if any) (see note 8)

of this Report

Shareholding of ordinary shareholders holding more than 5% shares or the top 10 of ordinary shareholders

Increase Pledged marked or frozen

Number of

and shares

shareholdin

Holding decrease of Number of Number of

Name of Nature of g at the end

percentage shares restricted unrestricted

shareholder shareholder of the Status of

(%) during shares shares Amount

Reporting shares

Reporting

Period

Period

Shenzhen State-

Investment owned 56435383 - 56435383

55.78%0

Holdings legal 8.00 14241998 8.00

Co. Ltd person

Shenzhen

Domestic

State-

non-state-

owned 64288426. 64288426.owned 6.35%

Equity

legal 00 00

Manageme

person

nt Co. Ltd.Domestic

Yang 9219677.0 9219677.0

natural 0.91% 4705000

Jianmin

person 0 0

Domestic 5188800.0 5188800.0

Pan Jun 0.51% 1899900

natural 0 0

57ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

person

Domestic

Zhang 4101200.0 4101200.0

natural 0.41% 503900

Xiujuan person 0 0

Domestic

4005286.04005286.0

He Qiao natural 0.40% 2278300

person 0 0

Domestic

Wang 3403891.0 3403891.0

natural 0.34% 1074200

Yulan

person 0 0

Domestic

Cao 3356800.0 3356800.0

natural 0.33% 2010300

Benming person 0 0

Domestic

Lin 2600000.0 2600000.0

natural 0.26% -516400

Weirong person 0 0

China

State-

Internation

owned 2147724.0 2147724.0

al Capital 0.21%

legal 0 0

Corporatio

person

n Limited

Strategic investor or general legal

person becoming a top-10

None

ordinary shareholder due to rights

issue (if any) (see note 3)

Among the top 10 shareholders of the Company Shenzhen State-owned Equity Management

Related or acting-in-concert Co. Ltd. is a wholly-owned subsidiary of Shenzhen Investment Holdings Co. Ltd. The

parties among the shareholders Company does not know whether there exists associated relationship among the other

above 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 None

voting rights or waiving voting

rights

Special account for share

repurchases (if any) among the None

top 10 shareholders (see note 10)

Top 10 unrestricted shareholders

Shares by type

Name of shareholder Unrestricted shares held at the period-end

Type Shares

RMB

Shenzhen Investment 56435383

564353838.00 ordinary

Holdings Co. Ltd

shares 8.00

Shenzhen State-owned RMB

64288426.

Equity Management Co. 64288426.00 ordinary

Ltd. shares 00

RMB

9219677.0

Yang Jianmin 9219677.00 ordinary

shares 0

RMB

5188800.0

Pan Jun 5188800.00 ordinary

shares 0

RMB

4101200.0

Zhang Xiujuan 4101200.00 ordinary

shares 0

RMB

He Qiao 3852600 ordinary 3852600

shares

Domestical

ly listed

He Qiao 152686 152686

foreign

shares

RMB

3403891.0

Wang Yulan 3403891.00 ordinary

shares 0

RMB

Cao Benming 3356800.00 3356800.0

ordinary

58ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

shares 0

RMB

2600000.0

Lin Weirong 2600000.00 ordinary

shares 0

China International RMB

2147724.0

Capital Corporation 2147724.00 ordinary

0

Limited shares

Among the top 10 unrestricted public shareholders of the Company Shenzhen State-

Related or acting-in-concert parties owned Equity Management Co. Ltd. is a wholly-owned subsidiary of Shenzhen

among top 10 unrestricted public

Investment Holdings Co. Ltd. The Company does not know whether there exists

shareholders as well as between top 10

unrestricted public shareholders and top associated relationship among the other shareholders or whether they are persons

10 shareholders acting in concert as prescribed in the Administrative Measures for the Acquisition of

Listed Companies.Top 10 ordinary shareholders involved in Among the top 10 shareholders of the Company the third fifth sixth and eighth

securities margin trading (if any) (see shareholders respectively held 5368800 shares 4101200 shares 3666300 shares

Note 4) and 3351800 shares in their credit securities accounts.Indicate by tick mark whether any of the top 10 ordinary shareholders or the top 10 unrestricted ordinary shareholders of the Company

conducted any promissory repo during the Reporting Period.□Yes □ No

No such cases in the Reporting Period.

2. Controlling Shareholder

Nature of the controlling shareholder: Controlled by a local state-owned legal person

Type of the controlling shareholder: legal person

Legal

Unified

Name of controlling representative/ Date of

social credit Principal activity

shareholder person in establishment

code

charge

Investment in equities on behalf of the

government and management of those

Shenzhen Investment investments; development and operation of

He Jianfeng 13 October 2004 767566421

Holdings Co. Ltd. government-allocated land; and investment in

and provision of services for strategic

emerging industries

301410000 shares in SZPRD A (000011) representing a stake of 50.57%;;

234070000 shares in STHC (000045) representing a stake of 46.21%;

8210000 shares in Shenzhen Universe A (000023) representing a stake of 5.91%;

962720000 shares in Ping An (601318) representing a stake of 5.27%;

3223110000 shares in Guosen Securities (002736) representing a stake of 33.53%;

609430000 of A shares and 103370000 of H shares in Guotai Junan (601211) representing a stake

Controlling of 8%;

shareholder’s holdings 195030000 shares in Telling Holding (000829) representing a stake of 19.03%;

in other listed 1058720000 shares in Shenzhen International (00152) representing a stake of 44.34%;

companies at home or 604820000 shares in BEAUTYSTAR (002243) representing a stake of 49.96%;

abroad in the Reporting 315830000 shares in Infinova (002528) representing a stake of 26.35%;

Period 388450000 shares in EA (002183) representing a stake of 14.96%;

64350000 shares in SWPD (301038) representing a stake of 37.50%;

6770000 shares in Shenzhen Energy (000027) representing a stake of 0.14%;

9520000 shares in BOCOM (601328) representing a stake of 0.01%;

113980000 shares in Techand Ecology (300197) representing a stake of 4.04%;

77270000 shares in Vanke (02202) representing a stake of 0.66%;

696160000 shares in SEG (000058) representing a stake of 56.54%.

Change of the controlling shareholder in the Reporting Period:

□Applicable □ Not applicable

No such cases in the Reporting Period.

59ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

3. Actual Controller and Its Acting-in-Concert Parties

Nature of the actual controller: Local institution for state-owned assets management

Type of the actual controller: legal person

Legal

Name of actual representative/ Date of Unified social

Principal activity

controller person in establishment credit code

charge

Shenzhen State-owned Perform the responsibilities of investor on

Assets Supervision and behalf of the state and supervise and

Wang Yongjian 31 July 2004 K3172806-7

Administration manage the authorized state-owned assets

Commission legally.Other listed companies

at home or abroad In addition to the Company controlling shareholder - Shenzhen Investment Holding Co. Ltd. Other

controlled by the actual domestic and overseas listed companies whose equity held by the actual controllers did not rank among

controller in the the top ten shareholders of the Company.Reporting Period

Change of the actual controller during the Reporting Period:

□Applicable □ Not applicable

No such cases in the Reporting Period.Ownership and control relations between the actual controller and the Company:

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 Largest

Shareholder as well as Its Acting-in-Concert Parties Accounts for 80% of all shares of the Company held by

Them

□Applicable □ Not applicable

5. Other 10% or Greater Corporate Shareholders

□Applicable □ Not applicable

60ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

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

61ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Part VIII Preference Shares

□Applicable □ Not applicable

No preference shares in the Reporting Period.

62ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Part IX Bonds

□Applicable □ Not applicable

63ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Part X Financial Statements

Type of the audit opinion Unmodified unqualified opinion

Date of signing this report 17 March 2023

Name of the audit institution Grant Thornton Accounting Firm (LLP)

Number of the audit report GTCNSZ(2023)NO.441A000022

Name of the certified public accountants Zhao Juanjuan Jiang Xiaoming

Auditor’s Report

GTCNSZ(2023)NO.441A000022

To the Shareholders of Shenzhen Special Economic Zone Real Estate & Properties

(Group) Co. Ltd:

Opinion

We have audited the financial statement of Shenzhen Special Economic Zone Real

Estate & Properties (Group) Co. Ltd (the "Group") which comprise the consolidated

statement of financial position as at 31 December 2022 and the consolidated statement

of comprehensive income consolidated statement of changes in equity and consolidated

statement of cash flows for the year then ended and the notes to the consolidated

financial statements.In our opinion the accompanying consolidated f inancial statement present fairly in all

material respects the consolidated financial posit ion of the group as at 31 December 2022

and its consolidated financial performance and its consolidated cash flows for the year

then ended in accordance with Accounting Standards for Business Enterprises.Basis for Opinion

We conducted our audit in accordance with China Standards on Auditing. Our

responsibilit ies under those standards are further described in the Auditor’s

Responsibilities for the Audit of the Financial Statement Section of our report. We are

independent of the Group in accordance with the Code of Ethics for Chinese Certif ied

Public Accountant (Ethics Code) together with the ethical requirements that are relevant

to our audit of the financial statements and we fulfilled our other ethical responsibilit ies

in accordance with these requirements and the Ethics Code. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.Key audit matters

Key audit matters are those matters that in our professional judgment were of most

64ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

significance in our audit of the consolidated financial statements of the current period. These

matters were addressed in the context of our audit of the consolidated financial

65ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

statements as a whole and in forming our opinion thereon and we do not provide a separate

opinion on these matters.I. Recognition of revenue from sales of properties

The relevant information disclosure is detailed in Note III. 24 and Note V.35.

1. Description of the matter

In 2022 the revenue from sales of properties is CNY 3.09 billion which accounts for 48.76%

of total revenue of the Group.The Group recognizes the revenue of sales of properties when all of the following

condit ions have been met: * sales contract is signed and filed with housing construction

bureau;* properties were completed and passed acceptance inspection; * for lump-

sum settlement payment has been received in full; for mortgage the first installment

payment has been received and approval procedures of bank mortgage have been

completed;* the procedures of housing delivery have completed in accordance with the

requirements of the sales contract.Due to the importance of revenue from sales of properties and any misstatements in

revenue recognition will have a significant impact on the profit of the Group. Therefore

the recognition of revenue from sales of properties is identified as a key audit matter.

2. Audit response

Our audit procedures for the recognition of revenue from sales of properties include:

* Understanding assessing and testing the design and implementation of key internal

controls about the progress of contract performance and revenue recognition.* Examining the main clauses in sales contracts to evaluate the appropriateness of the

Group’s revenue recognition policy associated with the relevant accounting standards;

* Performing tests on a sample basis to examine contracts of sales of properties

trace to collection of revenue and check letter of admission (elements of revenue

66ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

recognition) in order to assess the compliance with the Group’s revenue recognition policy.* Evaluating the revenue of sales of properties on sample basis before and after the

balance sheet date by checking to sales contracts revenue collection and the letter of

admission for the appropriateness of the period of revenue recognition

* Calculating average house price and comparing it with the price from last year to analyze

the reasonableness of revenue and gross profit.* Evaluating the appropriateness of accounting treatment presentation and disclosure

of the revenue recognition of sales of properties and other relevant information by the

Group in the financial statements.II. Provision of land appreciation tax

The relevant information disclosure is detailed in Note III、32、Note IV 、tax and Note V、

36.

1. Description of the matter

Land appreciation tax is one of the major tax of the group. The amount of land value-

added tax during reporting period is CYN 68.99 million.The sale of developed real estate is subject to land value-added tax at a progressive rate

of 30% - 60% on the land appreciation. At the end of each financial reporting period the

management needs to estimate the accrued amount of land appreciation tax. When

making estimation judgments the main factors to be considered include the prov isions

and interpretations of relevant tax laws and regulations and the estimated income from

the sale of properties minus estimated deductible land costs real estate development

costs interest expenses development expenses etc. When Shenzhen Real Estate

Group sett les and settles the land appreciation tax the actual tax payable may be

different from the amount estimated by Shenzhen Real Estate Group.Due to the importance of the LAT accrual to the consolidated financial statements and

management's judgment when making estimates includes consideration of relevant tax

laws and regulations and practical practices. Therefore we identif ied the accrual of LAT

of the Group as a key audit matter.

67ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

2. Audit response

For the provision and evaluation of land value-added tax we mainly performed the following

audit procedures:

* Evaluating the design and effectiveness of key internal controls related to the

measurement of LAT;

* Involving our internal tax specialists in the PRC to assess the provision of LAT on 31

December 2022 on basis of our experience knowledge understanding of the practical

operation of relevant tax laws by local tax authorit ies to evaluate the Group’s

assumptions and judgments;

* Evaluating the management's expected estimates of the estimated income from the

sale of real estate and the amount of deductible items and assess the Group’s

assumptions and judgments;

* Recalculating the amount of provision of LAT and comparing it to management estim ate.III. Assessment of Inventory’s net realizable value

The relevant information disclosure is detailed in Note III. 12 and Note V.7.

1. Description of the matter

The Group’s finished goods work in progress and products to be developed (hereinafter

referred to as "Inventory") are measured at the lower of cost and net realizable value.The ending balance of inventory was 4.257 billion yuan accounting for 74.82% of the

ending balance of the Group’s total assets.Management determines the net realizable value of each inventory item at the balance

sheet date. In determining the net realizable value of inventory management is required

to provide an up-to-date estimate of the construction costs to be incurred for each

product to be developed and work in progress until completion and to estimate the

expected future net selling price (with reference to the recent transaction price of the real

estate project in the vicinity) and the future selling costs as well as the related sales tax

for each inventory.

68ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Due to the importance of inventories to the assets of the Group and the inherent risks of

estimating the construction costs and future net selling prices to be incurred when

inventory items reach completion status especially in view of the current economic

environment the assessment of the net realizable value of the group's inventory is

identified as a key audit matter.

2. Audit response

For assessing the net realizable value of inventory we mainly performed the following

audit procedures:

* Understanding and evaluating the design and operational effectiveness of key internal

controls related to real estate development cost budgeting dynamic cost management

and estimates of net realizable value;

* Organizing filed trips to real estate development projects based on selected samples and

ask the development progress and dynamic cost budget of these projects

* Evaluating the management's calculation method of expected future selling price

future selling cost and related sales taxes such as by comparing the estimated selling

price with market availability data and the project's sales budget plan;

* Reconciling the actual costs of inventory in current real estate development projects

with the latest project budget and comparing the latest budgeted costs as of 31

December 2022 with those as of 31 December 2021 to evaluate the accuracy of

management forecasts;

* Recalculating the net realizable value of inventory and comparing it to management

estimate.Other Information

Management of Shenzhen Special Economic Zone Real Estate & Properties (Group) Co.Ltd (the "Management") is responsible for the other information. The other information

comprises the information included in the Annual Report of 2022 but does not include

the financial statements and our auditor’s report thereon.

69ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Our opinion on the f inancial statements does not cover the other information and we do

not express any form of assurance conclusion thereon.In connection with our audit of financial statements our responsibility is to read the other

information and in doing so consider whether the other information is materially inconsistent

with the financial statements or our knowledge obtained in the audit or otherwise appears to

be materially misstated.If based on the work we have performed we conclude that there is material

misstatement of this other information we are required to report that fact. We have

nothing to report in this regard.Responsibilities of Management and Those Charge with Governance for the Financial

Statement

The Management is responsible for the preparation and fair presentation of the financial

statement in accordance with Accounting Standards for Business Enterprises and for such

internal control as management determines in necessary to enable the preparation of

financial statements that are free form material misstatement whether due to fraud or error.In preparing the financial statements management is responsible for assessing the

Group’s ability to continue as a going concern disclosing as applicable matters related

to going concern and using the going concern basis of accounting unless management

either intends to liquidate the Group or to cease operations or has no realist ic alternative

but to do so.Those charge with governance are responsible for overseeing the Group’s financial report ing

process.Auditor’s Responsibilities for the Audit of the Financial Statement

Our objectives are to obtain reasonable assurance about whether the financial

statements as a whole are free from material misstatement whether due to fraud or error

and to issue an auditor’s report that includes our opinion. Reasonable assurance is a

high level of assurance but is not a guarantee that an audit conducted in accordance

with China Standards on Auditing will always detect a material misstatement when it exists.Misstatements can arise form fraud or error and are considered material if

70ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

individually or in the aggregate they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.As part of an audit in accordance with China Standards on Audit ing we exercise

professional judgment and maintain professional skepticism throughout the audit. We also:

* Identify and assess the risks of material misstatement of the financial statements

whether due to fraud or error design and perform audit procedures responsive to

those risks and obtain audit evidence that is sufficient and appropriate to provide a

basis for our opinion. The risk of not detecting a material misstatement resulting

from fraud is higher than for one resulting from error as fraud may involve collus ion

forgery intentional omissions misrepresentations or the override of internal control.* Obtain an understanding of internal control relevant to the audit in order to design

audit procedures that are appropriate in the circumstances.* Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by management.* Conclude on the appropriateness of management’s use of the going concern basis

of accounting and based on the audit evidence obtained whether a material

uncertainty exists related to events or conditions that may cast signif icant doubt on

the Group’s ability to continue as a going concern. If we conclude that a material

uncertainty exists we are required to draw attention in our auditor’s report to the

related disclosures in the financial statements or if such disclosures are inadequate

to modify our opinion. Our conclusions are based on the audit ev idence obtained up

to the date of our auditor’s report. However further events or condit ions may cause

the Group to cease to continue as a going concern.* Evaluate the overall presentation structure and content of the financial statements

and whether the financial statements represent the underlying transactions and

events in a manner that achieves fair presentation.* Obtain sufficient appropriate audit evidence regarding the financial information of

the entit ies or business activit ies within Group to express an opinion on the

consolidated f inancial statements. We are responsible for the direction supervision

and performance of the group audit. We remain solely responsible for our audit

opinion.

71ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

We communicate with those charged with governance regarding among other matters

the planned scope and timing of the audit and significant audit findings including any

significant deficiencies in internal control that we identify during our audit.We also provide those charged with governance a statement that we have complied with

the ethical requirements relating to our independence and communicate to those

charged with governance relationships and other matters that may reasonably be

believed to affect our independence as well as the relevant precautions if applicable.From the matters we communicated with those charged with governance we determined

which matters were most material to the audit of the financial statements for the current

period and thus constituted the key audit matters. We describe such matters in our audit

reports unless laws and regulations prohibit public disclosure of such matters or in rare

circumstances we determine that we should not communicate a matter in our audit

report if it is reasonably expected that the negative consequences of communicating

such matter in our audit report would outweigh the benefits in the public interest.Grant Thornton Auditor's signature and stamp:Zhao Juanjuan

China ·Beijing Auditor's signature and stamp:Jiang Xiaoming

17 March 2023

72ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Balance Sheet

Prepared by:Shenzhen Special Economic Zone Real Estate and Properties (Group) Co. Ltd Expressed in CNY

As at 31/12/2022 As at 31/12/2021

Item Note

Consolidated Company Consolidated Company

Current assets:

Cash at bank and on hand V、1 197663949.74 92377124.60 564358824.63 304130181.74

Trading financial assets V、2 408154361.42 408154361.42 514024710.91 514024710.91

Bills receivable V、3 1536150.00 - 3530537.37 -

Accounts receivable V、4 63580422.16 11706678.21 61048785.11 9708285.93

Accounts receivable financing - - - -

Prepayments V、5 1163612.24 200000.00 4899011.32 200000.00

Other receivables including: V、6 42105050.33 1711880332.45 30614008.08 1587300891.76

interests receivables dividends - - - -

receivables Inventories - 39222722.88 1052192.76 -

Contract assets V、7 4257109614.31 4854703.53 4034933562.62 42348499.39

Assets held for sale - - - -

Non-current assets due within one year V、8 - - 78940232.10 12821791.52

Other current assets - - - -

Total current assets V、9 36778641.42 1138065.43 68216887.04 7144189.24

Non-current assets: 5008091801.62 2230311265.64 5360566559.18 2477678550.49

Debt investments

Other debt investments - - - -

Long-term receivables - - - -

Long-term equity investments - - - -

Investment in other equity instruments V、10 93927.64 1582275489.49 272168.28 1582657055.03

Other financial non-current assets V、11 13839235.57 13839235.57 36322704.33 13831938.92

Investment properties - - - -

Fixed assets V、12 566873915.07 455917024.15 588865777.16 476622089.39

Construction in progress V、13 21425475.05 14046375.35 23920424.55 15722627.74

Productive biological assets - - - -

Oil and gas assets - - - -

Right of use assets - - - -

Intangible assets V、14 232496.72 - 365351.97 -

Development costs V、15 - - - -

Goodwill - - - -

Long-term deferred expenses - - - -

Deferred tax assets V、16 2176221.53 1381401.99 2164963.18 1167500.83

Other non-current assets V、17 77036728.98 29502067.58 170020101.78 134299017.38

Total non-current assets - - - -

Total assets 681678000.56 2096961594.13 821931491.25 2224300229.29

5689769802.184327272859.776182498050.434701978779.78

73ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Balance Sheet(continued)

Prepared by:Shenzhen Special Economic Zone Real Estate and Properties (Group) Co. Ltd Expressed in CNY

As at 31/12/2022 As at 31/12/2021

Item Note

Consolidated Company Consolidated Company

Current liabilities:

Short-term loans V、18 51138077.62 - 50440116.24 -

Trading financial liabilities - - - -

Bills payable V、19 - - 247376403.56 -

Accounts payable V、20 434601559.67 17666752.61 141447559.24 29750790.44

Advances from customers V、21 5465343.96 - 6411427.04 -

Contract liabilities V、22 43533467.29 184985.71 199965490.08 159752627.50

Employee benefits payable V、23 35724203.78 21167813.42 43926711.78 33496830.45

Taxes payable V、24 190951185.99 178147095.75 600540872.48 588031923.05

Other payables V、25 574331340.84 184614308.51 581377415.64 207613656.49

Including: interests payables 16535277.94 16535277.94 16535277.94 16535277.94

dividends payables - - - -

Liabilities held for sale V、8 - - 65752452.06 -

Non-current liabilities due within one year V、26 6188794.43 - 83023.44 -

Other current liabilities V、27 3882817.68 9249.29 8196849.13 7987260.50

Total current liabilities 1345816791.26 401790205.29 1945518320.69 1026633088.43

Non-current liabilities:

Long-term loans V、28 54261000.00 - - -

Debentures payable - - - -

Leased liabilities V、29 53885.23 - 125920.77 -

Long-term payables - - - -

Provisions - - - -

Deferred income - - - -

Deferred tax liabilities V、17 3096348.02 3096348.02 9524639.56 5027520.65

Other non-current liabilities - - - -

Total non-current liabilities 57411233.25 3096348.02 9650560.33 5027520.65

Total liabilities 1403228024.51 404886553.31 1955168881.02 1031660609.08

Share capital V、30 1011660000.00 1011660000.00 1011660000.00 1011660000.00

Capital reserve V、31 978244910.11 964711931.13 978244910.11 964711931.13

Less: treasury shares - - - -

Other comprehensive income V、32 25926720.85 1379426.68 36088963.95 1373954.19

Specific reserve - - - -

Surplus reserve V、33 275253729.26 252124115.85 241144854.93 218015241.52

Retained earnings V、34 1713155187.48 1692510832.80 1671121562.98 1474557043.86

Total equity attributable to shareholders of the 4004240547.70 3922386306.46 3938260291.97 3670318170.70

Non-controlling interests 282301229.97 - 289068877.44 -

Total shareholders' equity 4286541777.67 3922386306.46 4227329169.41 3670318170.70

Total liabilities and shareholders' equity 5689769802.18 4327272859.77 6182498050.43 4701978779.78

Legal reprensentative: The person in charge of accounting affairs: The head of the accounting department:

74ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Income Statement

For the year ended 31December 2022

Prepared by:Shenzhen Special Economic Zone Real Estate and Properties (Group) Co. Ltd Expressed in CNY

Year ended 31/12/2022 Year ended 31/12/2021

Item Note

Consolidated Company Consolidated Company

I. Operating income V、 35 634384561.42 207149569.13 1320790648.45 774065610.33

Less: operating costs V、35 437052001.01 66761336.83 666348361.48 198814980.86

Taxes and surcharges V、36 81783491.54 34857919.27 254360315.85 239589346.99

Selling and distribution expenses V、37 19217595.11 1693651.82 42737748.22 25703001.79

General and administrative expenses V、38 55758749.08 31384870.71 98307831.60 62162730.22

Research and development expenses - - - -

Financial expenses V、39 -6507147.03 -57765779.16 -18083491.01 -35842822.63

Including: Interest expenses - - 9920.46 -

Interest income 5315817.53 42340594.39 28863878.27 41651307.37

Add: Other income V、40 559803.19 290331.32 1669479.40 41188.24

Investment income ("-" for losses) V、41 164986548.17 280973270.14 1783839.07 1783839.07

Including: Income from investment

in associates and -178240.64 -178240.64 -105321.37 -105321.37

joint ventures ("-" for losses)

Gain from derecognition of financial assets measured at

----

amortized cost ("-" for losses)

Net exposure hedging gains ("-" for losses) - - - -

Gains from changes in fair value ("-" for losses) V、42 8970031.50 8970031.50 11828130.44 11828130.44

Credit impairment losses ("-" for losses) V、43 -6516237.34 -402823.92 -7795219.71 -153318.35

Impairment losses ("-" for losses) V、44 -532397.57 - 268941.60 -

Gains from assets disposal ("-" for losses) V、45 - - -8852.73 -

II. Operating profit ("-" for losses) 214547619.66 420048378.70 284866200.38 297138212.50

Add: Non-operating income V、46 1534651.38 350103.89 1746134.87 1584736.54

Less: Non-operating expenses V、47 478942.74 308559.95 208129.74 32989.65

III. Profit before income tax ("-" for losses) 215603328.30 420089922.64 286404205.51 298689959.39

Less: Income tax expenses V、48 66026457.35 79001179.37 68804535.78 74484146.80

IV. Net profit for the year ("-" for net losses) 149576870.95 341088743.27 217599669.73 224205812.59

(1) Classification according to operation continuity

Including: Net profit from continuing operations

139931713.54341088743.27214252742.25224205812.59

("-" for net loss)

Net profit from discontinued operations 9645157.41 3346927.48

("-" for net loss)

(2) Classification according to attibute

Including: Members of the parent entity("-" for net loss) 153718805.57 341088743.27 220836309.93 224205812.59

Non-controlling interests("-" for net loss) -4141934.62 -3236640.20

V. Other comprehensive income net of tax -1338182.69 5472.49 8837349.05 242802.45

Other comprehensive income (net of tax) attributable to 1287530.16 5472.49 7925913.82 242802.45

members of the parent entity

A. Items that will not be reclassified to profit or loss -1314647.75 5472.49 -891117.14 242802.45

a. Changes in fair value of other equity instrument -1314647.75 5472.49 -891117.14 242802.45

investments

B. Items that may be reclassified to profit or loss 2602177.91 - 8817030.96 -

a. Translation differences arising from translation of 2602177.91 - 8817030.96 -

foreign currency financial statements

Other comprehensive income (net of tax) attributable to non-

-2625712.85911435.23

controlling interests

VI. Total comprehensive income for the year 148238688.26 341094215.76 226437018.78 224448615.04

Attributable to:

155006335.73341094215.76228762223.75224448615.04

members of the parent entity

Non-controlling interests -6767647.47 -2325204.97

VII. Earnings per share

(1) Basic earnings per share 0.1519 0.2183

(2)Diluted earnings per share 0.1519 0.2183

Legal reprensentative: The person in charge of accounting affairs: The head of the accounting department:

75ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Cash Flow Statement

For the year ended 31 December 2022

Prepared by:Shenzhen Special Economic Zone Real Estate and Properties (Group) Co. Ltd Expressed in CNY

Year ended 31/12/2022 Year ended 31/12/2021

Item Note

Consolidated Company Consolidated Company

I .Cash flows from operating activities

Proceeds from sales of goods or rendering of services 511011815.61 49012283.37 1427249424.24 800728093.14

Refund of taxes 132838815.39 76682094.30 - -

Proceeds from other operating activities V、49 24599301.34 45702753.43 378597082.00 55262411.37

Sub-total of cash inflows 668449932.34 171397131.10 1805846506.24 855990504.51

Payment for goods and services 641103390.35 14097081.25 2301256194.02 53822715.55

Payment to and for employees 89495463.28 41433458.97 191511263.39 55225745.09

Payments of various taxes 540305543.96 506294532.81 235554836.77 276459274.35

Payment for other operating activities V、49 73321533.51 48529139.31 283476320.00 472880097.57

Sub-total of cash outflows 1344225931.10 610354212.34 3011798614.18 858387832.56

Net cash flows from operating activities -67577 5 99 8 .7 6 -43895 7 08 1 .2 4 -1205952107.94 -2397328.05

I I .Cash flows from investing activities

Proceeds from disposal of investments - - -

Investment income received 10527896.61 10042199.78 1889160.44 1889160.44

Net proceeds from disposal of fixed assets intangible assets and

2907.502907.50162961.511253.56

other long-term assets

Net proceeds from disposal of subsidiaries and other business units 157395480.90 196676700.00 - -

Proceeds from other investing activities V、49 114840380.99 114840380.99 797803419.53 797803419.53

Sub-total of cash inflows 282766666.00 321562188.27 799855541.48 799693833.53

Payment for acquisition of fixed assets intangible assets and other

713537.29458195.931845495.541283857.85

long-term assets

Payment for acquisition of investments - - -

Net payment for acquisition of subsidiaries and other business units - - 449776436.75 1444894678.60

Payment for other investing activities V、49 - - 1300000000.00 1300000000.00

Sub-total of cash outflows 713537.29 458195.93 1751621932.29 2746178536.45

Net cash flows from investing activities 282053128.71 321103992.34 -95176 6 39 0 .8 1 -1946484702.92

I I I .Cash flows from financing activities

Proceeds from investors - - - -

Including: Proceeds from non-controlling shareholders of subsidiaries - - - -

Proceeds from borrowings 111428077.62 - 50440116.24 -

Proceeds from other financing activities V、49 - - 215816852.52 22800000.00

Sub-total of cash inflows 111428077.62 - 266256968.76 22800000.00

Repayments of borrowings 50440116.24 - 76893995.94 -

Payment for dividends profit distributions or interest 89685993.21 89026080.00 88014420.00 88014420.00

Including: Dividends and profits paid to non-controlling

---

shareholders of subsidiaries

Payment for other financing activities - - -

Sub-total of cash outflows 140126109.45 89026080.00 164908415.94 88014420.00

Net cash flows from financing activities -28698 0 31 .8 3 -89026 0 80 .0 0 101348552.82 -65214 4 20 .0 0

IV.Effect of foreign exchange rate changes on cash and cash

492336.21--440345.74-

equivalents

V.Net increase in cash and cash equivalents -42192 8 56 5 .6 7 -20687 9 16 8 .9 0 -2056810291.67 -2014096450.97

Add: Cash and cash equivalents at the beginning of the year 612293635.15 297680168.50 2669103926.82 2311776619.47

VI.Cash and cash equivalent at the end of the year 190365069.48 90800999.60 612293635.15 297680168.50

Legal reprensentative: The person in charge of accounting affairs: The head of the accounting department:

76ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Consolidated Statement of Changes in Shareholders' Equity

For the year ended 31 December 2022

Prepared by:Shenzhen Special Economic Zone Real Estate and Properties (Group) Co. Ltd Expressed in CNY

Year ended 31/12/2022

Attributable to shareholders' equity of the parent company

Item Non-controlling

Less: treasury Other Specific Total

Share capital Capital reserve Surplus reserve Retained earnings interests

shares comprehensive reserve

I.Balance at the end of last year 1011660000.00 978244910.11 - 36088963.95 - 241144854.93 1671121562.98 289068877.44 4227329169.41

Add:Changes in accounting policies - - - - - - - - -

Correction of prior period errors - - - - - - - - -

business combinations under common control - - - - - - - - -

Other - - - - - - - - -

II.Balance at the beginning of the year 1011660000.00 978244910.11 - 36088963.95 - 241144854.93 1671121562.98 289068877.44 4227329169.41

III.Changes in equity during the year( "- "for decrease) - - - -10162243.10 - 34108874.33 42033624.50 -6767647.47 59212608.26

(I)Total comprehensive income - - - 1287530.16 - - 153718805.57 -6767647.47 148238688.26

(II)Shareholders' contributions and decrease of capital - - - - - - - - -

1.Contribution by ordinary shareholders - - - - - - - - -

2. Equity settled share-based payments - - - - - - - - -

3. Others - - - - - - - - -

(III) Appropriation of profits - - - - - 34108874.33 -123134954.33 - -89026080.00

1. Appropriation for surplus reserves - - - - - 34108874.33 -34108874.33 - -

2. Distributions to shareholders - - - - - - -89026080.00 - -89026080.00

3. Others - - - - - - - - -

(IV) Transfer within equity - - - -11449773.26 - - 11449773.26 - -

1.Share capital increased by capital reserves transfer - - - - - - - - -

2.Share capital increased by surplus reserves transfer - - - - - - - - -

3.Transfer of surplus reserve to offset losses - - - - - - - - -

4. Others - - - -11449773.26 - - 11449773.26 - -

(V)Specific Reserve - - - - - - - - -

1. Appropriation during the year - - - - - - - - -

2.Utilisation during the year - - - - - - - - -

(VI)Others - - - - - - - - -

IV.Balance at the end of the year 1011660000.00 978244910.11 - 25926720.85 - 275253729.26 1713155187.48 282301229.97 4286541777.67

Legal reprensentative: The person in charge of accounting affairs: The head of the accounting department:

77ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Prepared by:Shenzhen Special Economic Zone Real Estate and Expressed in CNY

Year ended 31/12/2021

Attributable to shareholders' equity of the parent company

Item Non-controlling

Less: treasury Other Specific Total

Share capital Capital reserve Surplus reserve Retained earnings interests

shares comprehensiv reserve

I.Balance at the end of last year 1011660000.00 978244910.11 - 28163050.13 - 218724273.67 1560720254.31 -140425233.06 3657087255.16

Add:Changes in accounting policies - - - - - - - - -

Correction of prior period errors - - - - - - - - -

business combinations under common control - - - - - - - - -

Other - - - - - - - - -

II.Balance at the beginning of the year 1011660000.00 978244910.11 - 28163050.13 - 218724273.67 1560720254.31 -140425233.06 3657087255.16

III.Changes in equity during the year( "- "for decrease) - - - 7925913.82 - 22420581.26 110401308.67 429494110.50 570241914.25

(I)Total comprehensive income - - - 7925913.82 - - 220836309.93 -2325204.97 226437018.78

(II)Shareholders' contributions and decrease of capital - - - - - - - - -

1.Contribution by ordinary shareholders - - - - - - - - -

2. Equity settled share-based payments - - - - - - - - -

3. Others - - - - - - - - -

(III) Appropriation of profits - - - - - 22420581.26 -110435001.26 - -88014420.00

1. Appropriation for surplus reserves - - - - - 22420581.26 -22420581.26 - -

2. Distributions to shareholders - - - - - - -88014420.00 - -88014420.00

3. Others - - - - - - - - -

(IV) Transfer within equity - - - - - - - - -

1.Share capital increased by capital reserves transfer - - - - - - - - -

2.Share capital increased by surplus reserves transfer - - - - - - - - -

3.Transfer of surplus reserve to offset losses - - - - - - - - -

4. Others - - - - - - - - -

(V)Specific Reserve - - - - - - - - -

1. Appropriation during the year - - - - - - - - -

2.Utilisation during the year - - - - - - - - -

(VI)Others - - - - - - - 431819315.47 431819315.47

IV.Balance at the end of the year 1011660000.00 978244910.11 - 36088963.95 - 241144854.93 1671121562.98 289068877.44 4227329169.41

Legal reprensentative: The person in charge of accounting affairs: The head of the accounting department:

78ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Statement of Changes in Shareholders' Equity

For the year ended 31 December 2022

Prepared by:Shenzhen Special Economic Zone Real Estate and Properties (Group) Co. Ltd Expressed in CNY

Year ended 31/12/2022

Item Less: Other Specific Retained

Share capital Capital reserve Surplus reserve Total

treasury comprehensiv reserve earnings

I.Balance at the end of last year 1011660000.00 964711931.13 - 1373954.19 - 218015241.52 1474557043.86 3670318170.70

Add:Changes in accounting policies - - - - - - - -

Correction of prior period errors - - - - - - - -

Others - - - - - - - -

II.Balance at the beginning of the year 1011660000.00 964711931.13 - 1373954.19 - 218015241.52 1474557043.86 3670318170.70

III.Changes in equity during the year( "- "for decrease) - - - 5472.49 - 34108874.33 217953788.94 252068135.76

(I)Total comprehensive income - - - 5472.49 - - 341088743.27 341094215.76

(II)Shareholders ' contributions and decrease of capital - - - - - - - -

1.Contr ibution by ordinary shareholders - - - - - - - -

2. Equity settled share-based payments - - - - - - - -

3. Others - - - - - - - -

(III) Appropriation of profits - - - - - 34108874.33 -123134954.33 -89026080.00

1. Appropriation for surplus reserves - - - - - 34108874.33 -34108874.33 -

2. Distributions to shareholders - - - - - - -89026080.00 -89026080.00

3. Others - - - - - - - -

(IV) Transfer within equity - - - - - - - -

1.Share capital increased by capital reserves transfer - - - - - - - -

2.Share capital increased by surplus reserves transfer - - - - - - - -

3.Transfer of surplus reserve to offset losses - - - - - - - -

4.Others - - - - - - - -

(V)Specific Reserve - - - - - - - -

1. Appropriation during the year - - - - - - - -

2.Utilisation during the year - - - - - - - -

(VI)Others - - - - - - - -

IV.Balance at the end of the year 1011660000.00 964711931.13 - 1379426.68 - 252124115.85 1692510832.80 3922386306.46

Legal reprensentative: The person in charge of accounting affairs: The head of the accounting department:

79ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Statement of Changes in Shareholders' Equity

For the year ended 31 December 2022

Prepared by:Shenzhen Special Economic Zone Real Estate a Expressed in CNY

Year ended 31/12/2021

Item Less: Other Specific

Share capital Capital reserve Surplus reserve Retained earnings Total

treasury comprehensive reserve

I.Balance at the end of last year 1011660000.00 964711931.13 - 1131151.74 - 195594660.26 1360786232.53 3533883975.66

Add:Changes in accounting policies - - - - - - - -

Correction of prior period errors - - - - - - - -

Others - - - - - - - -

II.Balance at the beginning of the year 1011660000.00 964711931.13 - 1131151.74 - 195594660.26 1360786232.53 3533883975.66

III.Changes in equity during the year( "- "for decrease) - - - 242802.45 - 22420581.26 113770811.33 136434195.04

(I)Total comprehensive income - - - 242802.45 - - 224205812.59 224448615.04

(II)Shareholders ' contributions and decrease of capital - - - - - - - -

1.Contr ibution by ordinary shareholders - - - - - - - -

2. Equity settled share-based payments - - - - - - - -

3. Others - - - - - - - -

(III) Appropriation of profits - - - - - 22420581.26 -110435001.26 -88014420.00

1. Appropriation for surplus reserves - - - - - 22420581.26 -22420581.26 -

2. Distributions to shareholders - - - - - - -88014420.00 -88014420.00

3. Others - - - - - - - -

(IV) Transfer within equity - - - - - - - -

1.Share capital increased by capital reserves transfer - - - - - - - -

2.Share capital increased by surplus reserves transfer - - - - - - - -

3.Transfer of surplus reserve to offset losses - - - - - - - -

4.Others - - - - - - - -

(V)Specific Reserve - - - - - - - -

1. Appropriation during the year - - - - - - - -

2.Utilisation during the year - - - - - - - -

(VI)Others - - - - - - - -

IV.Balance at the end of the year 1011660000.00 964711931.13 - 1373954.19 - 218015241.52 1474557043.86 3670318170.70

Legal reprensentative: The person in charge of accounting affairs: The head of the accounting department:

80ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Notes to the Financial Statements

I. Company Information

1. Company‘s profile

Shenzhen Special Economic Zone Real Estate and Properties (Group) Co. Ltd. (the ―Group‖ or ―the

Company‖ ) was established in July 1993 as approved by the Shenzhen Municipal Government wtih

document SFBF (1993) 724. The Company issued A shares on 15 September 1993 and issued B

shares on 10 January 1994. On 31 August 1994 the issued B shares were listed in the New York

Exchange market as class A recommendation. The total share capital is 1011660000 shares including

891660000 of A shares and 120000000 of B shares. The company business license registration

number is 91440300192179585N and the registered capital is CNY 1011660000.00. The Company‘s

headquarter is located at Floor 45-48 Shen Fang Plaza Ren Min South Road Luo Hu District Shen

Zhen Guangdong province.On 13 October 2004 according to the document No. (2004) 223 ―Decision on establishing Shenzhen

investment Holding Co. Ltd.‖ issued by State-Owned Assets Supervision and Administration

Commission of Shenzhen Municipal Government the former major shareholder – Shenzhen

Construction Investment Holding Company with two assets management companies merged and the

Shenzhen Investment Holding Co. Ltd formed which causes the Company's equity to change. By the

State-owned Assets Supervision and Administration Commission of the state council and quasi-exempt

obligations tender offer as approved by China Security Regulatory Committee with document No.

(2005)116 this issue of consolidated has been authorized and the change in registration had been

completed on 15 February 2006. At the end of the reporting period Shenzhen Investment Holding

Limited holds 564353838 shares of the Company (55.78% of the total share capital). The shares are

all tradable unrestricted shares.The Company has established the corporate governance structure of the general meeting of

shareholders the board of directors and the board of supervisors. At present it has human resources

financing plan department marketing department engineering management department etc.The Company and its subsidiaries (hereinafter referred to as "the Group") are principally engaged in

real estate development and sales property leasing and management retail merchandising and trade

hotel equipment installation and maintenance construction interior decoration etc.These financial statements and notes to the financial statements were approved by the Board of

Directors of the Group at the 78th Board meeting dated on 17 March 2023.

2. Scope of consolidated financial statements

For details about the scope of consolidated statements please refer to Note VII ―Interests in other

entities‖ .Refer to Note VI and VII for changes in consolidation scope in current period.II. The Basis of Preparation of Financial Statements

The financial statements are prepared in accordance with the Accounting Standards for Business

Enterprises and corresponding application guidance interpretations and other related provisions issued

by the Ministry of Finance (collectively " Accounting Standards for Business Enterprises "). In addition

81ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

the Group also discloses relevant financial information in accordance with the China Securities

Regulatory Commission's "Information Disclosure and Reporting Rules for Companies that Public

Issued Securities" No. 15 - General Provisions on Financial Reporting (revised in 2014).These financial statements are presented on going concern basis.The Group adopts the accrual basis of accounting. Except for certain financial instruments the financial

statements are prepared under the historical cost convention. In the event that impairment of assets

occurs a provision for impairment is made accordingly in accordance with the relevant regulations.III. Significant accounting policies and accounting estimates

The company take its own operation and production characteristics into consideration to determine the

revenue recognition policy. Please refer to Note III.24.

1. Statement of compliance with the Accounting Standards for Business Enterprises

The financial statements have been prepared in compliance with the Accounting Standards for Business

Enterprises to truly and completely present the Group‘s and the Company‘s financial position as at 31

December 2022 and the Group‘s and the Company‘s operating results and cash flows for the year

ended 31 December 2022.

2. Accounting period

The accounting period of the Group is from 1 January to 31 December.

3. Operating cycle

The Group's operating cycle is 12 months.

4. Functional currency

The Group and domestic subsidiaries (including Hong Kong) use Chinese Yuan (―CNY‖ ) as their

functional currency. Offshore subsidiaries Great Wall Estate Co. LTD determine American dollar as

their functional currency according to the primary economic environment where they operate. The

financial statements of the Group have been prepared in CNY.

5. Accounting treatments for business combinations involving enterprises under common control and

business combinations not involving enterprises under common control

(1) Business combinations involving enterprises under common control

For a business combination involving enterprises under common control the assets acquired and

liabilit ies assumed are measured based on their carrying amounts in the consolidated financial

statements of the ultimate controlling party at the combination date except for adjustments due to

different accounting policies. The difference between the carrying amount of the net assets acquired

and the consideration paid for the combination is adjusted against share premium in the capital reserve

with any excess adjusted against retained earnings.Business combination involving enterprises under common control through step by step multiple

transactions.

82ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

In individual financial statements the share of the net assets of the consolidated party in the book value

of the consolidated financial statements of the ultimate controlling party of the net assets of the

consolidated party on the consolidation date calculated by the shareholding ratio on the consolidation

date shall be taken as the initial investment cost of the investment; the difference between the initial

investment cost and the sum of the book value of the investment held before the merger plus the book

value of the newly consideration paid shall be adjusted for the capital reserve. If the capital reserve is

insufficient to be written down the retained earnings shall be adjusted.In the consolidated financial statement the assets and liabilit ies of the consolidated party shall be

measured according to the book value of the consolidated financial statement of the ultimate controlling

party on the merger date except for the adjustment due to different accounting policies; the balance

between the book value of the investment held before the merger and the book value of the newly

consideration paid and the book value of the net assets obtained during the merger shall be adjusted for

capital reserves. If the capital reserves are insufficient to be written down the retained earnings shall be

adjusted. For long-term equity investment held by the merging party prior to acquiring control of the

merged party the relevant profit and loss other comprehensive income and other changes in owners'

equity which have been recognized by the merging party from later of the date on which the original

equity was acquired and the date on which the merging party and the merged party are ultimately under

the control of the same party to the merging date shall offset the beginning retained earnings or profits

and losses of the current period.

(2) Business combinations involving enterprises not under common control

For business combinations involving enterprises not under common control the consideration costs

include acquisition-date fair value of assets transferred liabilit ies incurred or assumed and equity

securities issued by the acquirer in exchange for control of the acquiree. At the acquisit ion date the

acquired assets liabilities and contingent liabilities of the acquiree are measured at their fair value. The

acquiree‘s identifiable asset liabilit ies and contingent liabilities are recognised at their acquisition -date

fair value.Where the combination cost exceeds the acquirer‘s interest in the fair value of the acquiree‘s identifiable

net assets the difference is recognised as goodwill and subsequently measured on the basis of its cost

less accumulated impairment provisions. Where the combination cost is less than the acquirer‘s interest

in the fair value of the acquiree‘s identifiable net assets the difference is recognised in profit or loss for

the current period after reassessment.Business combination involving enterprises not under common control through step by step multiple

transactions.In individual financial statements the sum of the book value of the equity investment held by the

purchaser before the purchase date and the cost of the newly added investment on the purchase date is

taken as the initial investment cost of the investment. If other comprehensive income of equity

investment held before the purchase date is recognized by using the equity method such other

comprehensive income will not be treated on the purchase date and the investment will be treated on

the same basis as the direct disposal of relevant assets or liabilities by the invested entity. The owners'

equity recognized as a result of changes in owners' equity other than net profit and loss other

comprehensive income and profit distribution of the investee shall be transferred to the current profit

and loss during the disposal period at the time of disposal of the investment. If the equity investment

held before the purchase date is measured at fair value the accumulated change in fair value originally

83ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

recorded in other comprehensive income is transferred to the profit and loss of the current period when

it is calculated by the cost method.In the consolidated financial statement the consolidated cost is the sum of the consideration paid on the

purchase date and the fair value on the purchase date of the equity held by the Purchaser prior to the

purchase date. For the equity held by the Purchaser before the purchase date it shall be re -measured

according to the fair value of the equity on the purchase date and the difference between the fair value

and the book value shall be recorded into the current income; The equity held by the Purchaser before

the purchase date involves other comprehensive income and other changes in owners' equity turn into

current income on the purchase date except for other comprehensive income generated by changes in

net liabilities or net assets of the remeasured income plan of the investee.

(3) Transaction costs for business combination

The overhead for the business combination including the expenses for audit legal services valuation

advisory and other administrative expenses are recorded in profit or loss for the current period when

incurred. The transaction costs of equity or debt securities issued as the considerations of business

combination are included in the initial recognition amount of the equity or debt securities.

6. Consolidated financial statements

(1) Scope of consolidated financial statements

The scope of consolidated financial statements is based on control. Control exists when the Group has

power over the investee; exposure or rights to variable returns from its involvement with the investee

and has the ability to affect its returns through its power over the investee. A subsidiary is an entity that

is controlled by the Group (including enterprise a portion of an investee as a deemed separate

component and structured entity controlled by the enterprise).

(2) Basis of preparation of consolidated financial statements

The consolidated financial statements are prepared by the Group based on the financial statements of

the Group and its subsidiaries and other relevant information. When preparing consolidated financial

statements the accounting policies and accounting periods of the subsidiaries should be consistent with

those established by the Group and all significant intra-group balances and transactions are eliminated.Where a subsidiary or business was acquired during the report ing period through a business

combination involving enterprises under common control the financial statements of the subsidiary or

business are included in the consolidated financial statements as if the combination had occurred at the

date that the ultimate controlling party first obtained control.Where a subsidiary or business was acquired during the report ing period through a business

combination involving enterprises not under common control the identifiable assets and liabilit ies of the

acquired subsidiaries or business are included in the scope of consolidation from the date that control

commences.The portion of a subsidiary‘s equity that is not attributable to the parent is treated as non -controlling

interests and presented separately in the consolidated balance sheet within shareholders‘ equity. The

portion of net profit or loss of subsidiaries for the period attributable to non-controlling interests is

presented separately in the consolidated income statement below the ―net profit‖ line item. When the

84ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

amount of loss for the current period attributable to the non-controlling shareholders of a subsidiary

exceeds the non-controlling shareholders‘ share of the opening owners‘ equity of the subsidiary the

excess is still allocated against the non-controlling interests.

(3) Acquisiton equity from non-controlling shareholder in Subsidiaries

Where the Group acquires a non-controlling interest from a subsidiary‘s non-controlling shareholders or

disposes of a portion of an interest in a subsidiary without a change in control the transaction is treated

as equity transaction and the book value of shareholder‘s equity attributed to the Group and to the non-

controlling interest is adjusted to reflect the change in the Group‘s interest in the subsidiaries. The

difference between the proportion interests of the subsidiary‘s net assets being acquired or disposed

and the amount of the consideration paid or received is adjusted to the capital reserve in the

consolidated balance sheet with any excess adjusted to retained earnings.

(4) Disposal of subsidiaries

When the Group loses control over a subsidiary because of disposing part of equity investment or other

reasons the remaining part of the equity investment is re-measured at fair value at the date when the

control is lost. A gain or loss is recognised in the current period and is calculated by the aggregate of

consideration received in disposal and the fair value of remaining part of the equity investment

deducting the share of net assets in proportion to previous shareholding percentage in the former

subsidiary since acquisition date and the goodwill.Other comprehensive income related to the former subsidiary is transferred to profit or loss when the

control is lost except for the comprehensive income arising from the movement of net liabilities or

assets in the former subsidiary‘s re-measurement of defined benefit plan.

7. Joint arrangement classification and accounting treatment for joint operation

A joint arrangement is an arrangement of which two or more parties have joint control. The Group

classifies joint arrangements into joint operations and joint ventures.

(1) Joint operations

A joint operation is a joint arrangement whereby the joint operators have rights to the assets and

obligations for the liabilities relating to the arrangement.The Group recognizes the following items relating to its interest in a joint operation and account for

them in accordance with relevant accounting standards:

A. its solely-held assets and its share of any assets held jointly;

B. its solely-assumed liabilities and its share of any liabilities assumed jointly;

C. its revenue from the sale of its share of the output arising from the joint operation;

D. its share of the revenue from the sale of the output by the joint operation; and

E. its solely-incurred expenses and its share of any expenses incurred jointly.

(2) Joint ventures

85ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

A joint venture is a joint arrangement whereby the joint venturers have rights to the net assets of the

arrangement.The Group adopts equity method under long-term equity investment in accounting for its investment in

joint venture.

8. Cash and cash equivalents

Cash comprises cash in hand and deposits that can be readily withdrawn on demand. Cash equivalents

include short-term highly liquid investments that are readily convertible to known amounts of cash and

are subject to an insignificant risk of change in value.

9. Foreign currency transactions and translation of foreign currency financial statements

(1) Foreign currency transactions

Foreign currency transactions are translated to the functional currency of the Group at the spot

exchange rates on the dates of the transactions.Monetary items denominated in foreign currencies are translated to Renminbi at the spot exchange rate

at the balance sheet date. The resulting exchange differences between the spot exchange rate on

balance sheet date and the spot exchange rate on initial recognition or on the previous balance sheet

date are recognised in profit or loss. Non-monetary items that are measured at historical cost in foreign

currencies are translated to Renminbi using the exchange rate at the transaction date. Non-monetary

items that are measured at fair value in foreign currencies are translated using the exchange rate at the

date the fair value is determined. The resulting exchange differences are recognised in profit or loss.

(2) Translation of foreign currency financial statements

When translating the foreign currency financial statements of overseas subsidiaries assets and

liabilit ies of foreign operation are translated to Renminbi at the spot exchange rate at the balance sheet

date. Equity items excluding ―retained earnings‖ are translated to Renminbi at the spot exchange rates

at the transaction dates.Income and expenses of foreign operation are translated to Renminbi at the spot exchange rates at the

transaction dates.Cash flow statement of foreign operation is translated to Renminbi at the spot exchange rates at the

cash flow occurence dates. Effect of foreign exchange rate changes on cash and cash equivalents is

presented separately as ―Effect of foreign exchange rate changes on cash and cash equivalents‖ in the

cash flow statement.The resulting translation differences are recognised in other comprehensive income in

shareholders‘ equity of balance sheet.The translation differences accumulated in shareholders‘ equity with respect to a foreign operation are

transferred to profit or loss in the period when the foreign operation is disposed.

10. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one enterprise and a financial

liability or an equity instrument of another enterprise.

86ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(1) Recognition and derecognition of financial instruments

A financial asset or a f inancial liability is recognized when the Group becomes a party to the contractual

provisions of a financial instrument.If one of the following criteria is met a financial asset is derecognised:

* the contractual rights to the cash flows from the financial asset expire; or

* The financial asset was transferred and the transfer qualif ies for derecognition in accordance with

criteria set out below in ―Transfer of Financial Assets‖ .A financial liability (or part of it) is derecognized when its contractual obligation (or part of it) is

discharged or cancelled or expires. If the Group (as a debtor) makes an agreement with the creditor to

replace the current financial liability with assuming a new financial liability and contractual provisions

are different in substance the current financial liability is derecognized and a new financial liability is

recognized.If the financial assets are traded regularly the financial assets are recognized and derecognized at the

transaction date.

(2) Classification and measurement of financial assets

The Group classifies financial assets as subsequently measured at amortized cost fair value through

other comprehensive income or fair value through profit or loss at initial recognition on the basis of both

the entity‘s business model for managing the financial assets and the contractual cash flow

characteristics of the financial asset.Financial assets measured at amortized cost

The Group classifies the financial assets that meet the following conditions and are not designated as

measured at fair value through profit or loss as financial assets measured at amortized cost:

* The Group's business model of managing the financial assets is to collect contractual cash flows

as the target;

* The contractual terms of the financial asset give rise on specified dates to cash flows that are

solely payments of principal and interest on the principal amount outstanding.After the initial recognition the effective interest rate method is adopted to measure the amortized cost

of such financial assets. Gains or losses arising from financial assets that are measured at amortized

cost and are not part of any hedging relationship shall be recorded in the current profit or loss when the

recognition is terminated amortized according to the effective interest method or the impairment is

recognized.Financial assets measured at fair value through other comprehensive income

The Group classifies the financial assets that simultaneously meet the following conditions and are not

specified as measured at fair value through profit or loss as financial assets measured at fair value

through other comprehensive income:

87ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

* The Group's business model of managing the financial asset aims at both collecting the contract

cash flow and selling the financial asset.* The contractual terms of the financial asset give rise on specified dates to cash flows that are

solely payments of principal and interest on the principal amount outstanding.After the initial recognition this type of financial assets are subsequently measured at fair value. The

interest impairment loss or gain and exchange loss or gain calculated using the effective interest rate

method are included in the current profit or loss while other gains or losses are included in other

comprehensive income. When derecognized the accumulated gains or losses previously recorded in

other comprehensive income shall be transferred out from other comprehensive income and recorded in

the current profit or loss.Financial assets measured at fair value through profit or loss

In addition to the above financial assets measured at amortized cost and measured at fair value through

other comprehensive income the Group classifies all other financial assets as financial assets

measured at fair value through profit or loss. At the time of initial recognition in order to eliminate or

significantly reduce accounting mismatches the Group irrevocably designates some financial assets

that should have been measured at amortized cost or measured at fair value through other

comprehensive income as financial assets measured at fair value through profit or loss.After the initial recognit ion this kind of financial asset is subsequently measured at its fair value and the

gains or losses (including interest and dividend income) generated are recorded into the current profit or

loss unless the financial asset is part of the hedging relationship.However for non-trading equity instrument investment the Group irrevocably designates it as a

financial asset measured at fair value through other comprehensive income at the time of initial

recognition. The designation is made on a single investment basis and the relevant investments meet

the definition of an equity instrument from issuer's perspective.After the initial recognit ion this kind of financial assets are subsequently measured at fair value.Satisfied dividend income is included in the profit or loss other gains or losses and changes in fair value

are included in other comprehensive income. When derecognized the accumulated gains or losses

previously recorded in other comprehensive income are transferred out and recorded in retained

earnings.The business model of managing financial assets refers to how the group manages financial assets to

generate cash flows. The business model determines whether the cash flow from the financial assets

under management of the Group is derived from the receipt of contractual cash flows the sale of

financial assets or a combination of both. The Group determines its business model for managing

financial assets on the basis of objective facts and the specific business objectives for the management

of financial assets determined by key management personnel.The Group assesses the contractual cash flow characteristics of financial assets to determine whether

the contractual cash flows generated by the relevant financial assets on specif ied dates are solely

payments of principal and interest on the principal amount outstanding. Principal refers to the fair value

of financial assets at initial recognition. Interest includes consideration for the time value of money the

credit risk associated with the amount of principal outstanding over a given period and other basic

lending risks and costs as well as a profit margin. In addition the Group assesses contractual terms

that may cause a change in the time distribution or amount of the contractual cash flows of financial

88ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

assets to determine whether they meet the requirements of the above contractual cash flow

characteristics.Only when the Group changes the business model of managing financial assets all affected related

financial assets shall be reclassif ied on the first day of the first reporting period after the change of the

business model otherwise the financial assets shall not be reclassified after the initial recognition.Financial assets are measured at fair value at the time of initial recognit ion. For financial assets

measured at fair value through profit or loss relevant transaction costs are directly recorded into current

profit or loss; for other classes of financial assets the relevant transaction costs are included in the

init ial recognition amount. For accounts receivable arising from the sale of products or provision of

services which do not contain or do not take into account the material financing component the Group

is entitled to collect the consideration amount as expected as the initial recognition amount.

(3) Classification and measurement of financial liabilities

At the time of initial recognition the financial liabilities of the Group are classif ied as: financial liabilities

measured at fair value through current profit or loss and financial liabilities measured at amortized cost.For financial liabilities that are not classified as measured at fair value through profit or loss relevant

transaction costs are included in their initial recognized amounts.Financial liabilities measured at fair value through profit or loss

Financial liabilities measured at fair value through profit or loss include trading financial liabilit ies and

financial liabilities designated at the time of initial recognition as measured at fair value through profit

or loss. For such f inancial liabilities the subsequent measurement shall be made according to the fair

value and the gains or losses caused by changes in the fair value as well as the dividends and interest

expenses related to such financial liabilities shall be recorded into current profit or loss.Financial liabilities measured at amortized cost

For other financial liabilities the effective interest rate method shall be adopted and the subsequent

measurement shall be made at the amortized cost and the gains or losses arising from derecognition or

amortization shall be recorded into current profit or loss.The distinction between financial liabilities and equity instruments

Financial liabilities refer to liabilities that meet one of the following conditions:

* A contractual obligation to deliver cash or other financial assets to other parties.* a contractual obligation to exchange financial assets or financial liabilit ies with another party under

potentially adverse conditions.* Non-derivative instrument contracts that will be settled with or available to the firm's own equity

instruments in the future under which the firm will deliver a variable number of its own equity

instruments.* a derivative contract in which the firm's own equity instruments are to be settled or used in the

future except for a derivative contract in which a fixed number of its own equity instruments are to be

exchanged for a fixed amount of cash or other financial assets.

89ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

An equity instrument is a contract that certifies ownership of the remaining interest in an enterprise's

assets after all liabilities have been deducted.If the Group cannot unconditionally avoid fulfilling a contractual obligation by delivering cash or other

financial assets such contractual obligation meets the definition of a financial liability.If a financial instrument is to be settled with or available to the Group's own equity instrument

consideration needs to be given to whether the Group's own equity instrument used to settle the

instrument is to be used as a substitute for cash or other financial assets or to give the holder of the

instrument the remaining interest in the Issuer's assets after deduction of all liabilities. If the former the

instrument is a financial liability of the group; If it is the latter the instrument is an equity instrument of

the Group.

(4) Fair value of financial instruments

For the determination of fair value of financial assets and financial liabilities see Note III. 11.

(5) Impairment of financial assets

On the basis of expected credit losses the Group conducts impairment accounting treatment for the

following items and confirms the loss provision:

* Financial assets measured at amortized cost;

* Receivables and creditor's rights investments measured at fair value and accounted for in other

comprehensive income;

* Contract assets as defined in the Accounting Standards for Business Enterprises No. 14 - Revenue;

* Lease receivables;

* Financial guarantee contract (measured at fair value and its changes included in the current profit

and loss except the financial asset transfer does not meet the conditions for termination of recognition

or continues to involve the transferred financial asset).Measurement of expected credit losses

The term "expected credit loss" refers to the weighted average of the credit loss of a financial instrument

weighted by the risk of default. Credit loss refers to the difference between all contractual cash flows

receivable under the contract and all cash flows expected to be collected by the Group discounted at

the original effective interest rate that is the present value of all cash shortages.The Group calculates the probabilistic weighted amount of the present value of the difference between

the cash flows receivable under the Contract and the cash flows expected to be received and

recognizes the expected credit loss taking into account reasonable and evidential information

concerning past events current conditions and Itemions of future economic conditions and weighting

the risk of default.The Group measures the expected credit losses of financial instruments at different stages. If the credit

risk of the financial instrument has not increased significantly since the initial recognition the Group

shall measure the loss provision in accordance with the expected credit loss in the next 12 months in

90ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

the first stage;If the credit risk of a financial instrument has increased significantly since the initial

recognition but no credit impairment has occurred it is in the second stage and the Group measures

the loss provision according to the expected credit loss of the entire life period of the instrument; If credit

impairment has occurred to a financial instrument since its initial recognit ion it is in the third stage and

the Group shall measure the loss provision according to the expected credit loss of the entire life period

of the instrument.For financial instruments with low credit risk at the balance sheet date the Group assumes that the

credit risk has not increased significantly since the init ial recognition and measures the loss provision in

accordance with the expected credit loss for the next 12 months.The term "expected credit loss over the entire expected life of a financial instrument" refers to the

expected credit loss resulting from all possible events of default during the entire expected life of a

financial instrument. The expected credit loss within the next 12 months refers to the expected credit

loss caused by the default event of the financial instrument that may occur within 12 months after the

date of the balance sheet (or the expected duration of the financial instrument if the expected duration

of the financial instrument is less than 12 months) and is part of the expected credit loss over the entire

maturity period.When measuring expected credit losses the Group shall take into account the longest contract period

(including the option to renew the contract) for which the enterprise is exposed to credit risk.The Group calculates interest income on the basis of the book balance before impairment provisions

and the effective interest rate for financial instruments in stage I and stage II and with lower credit risk.For financial instruments in the third stage the interest income is calculated on the basis of the

amortized cost of the book balance less the impairment provision and the effective interest rate.For notes receivable accounts receivable and contract assets regardless of whether there is a material

financing component the Group always measures its loss provision in accordance with the amount

equivalent to the expected credit loss within the whole duration period.When a single financial asset cannot assess the information of expected credit loss at a reasonable cost

the Group divides the notes receivable and accounts receivable into portfolios according to the credit

risk characteristics calculates the expected credit loss on the basis of the portfolios and determines the

portfolios based on the following:

A. Notes receivable

* Notes receivable portfolio 1: banker acceptance notes

* Notes receivable portfolio 2: commercial acceptance notes

B、Receivables

* Accounts receivable portfolio 1: related parties receivable

* Accounts Receivable Portfolio 2: Receivable from property sales

* Accounts receivable portfolio 3: receivable from other customers

C. Contract assets

91ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

* Contract Portfolio 1: Product Sales

* Contract Portfolio 2: Works Construction

For the notes receivable and contract assets divided into portfolios the Group calculates the expected

credit loss through default risk exposure and the expected credit loss rate over the entire duration by

referring to the historical credit loss experience combining the current situation and the forecast of the

future economic situation.For the receivables divided into portfolios the Group refers to the historical credit loss experience and

combines the current situation with the forecast of the future economic situation to compile a

comparison table between the age of receivables/overdue days and the expected credit loss rate of the

entire duration period to calculate the expected credit loss.Other receivables

The Group divides other receivables into several portfolios according to the credit risk characterist ics

and calculates the expected credit loss on the basis of the portfolio. The basis for determining the

portfolio is as follows:

* Other Receivables Portfolio 1: Receivables from government agencies

* Other Receivables Portfolio 2: Other receivables from employee‘s petty cash

* Other receivables portfolio 3: Other receivables from the collecting and paying on behalf

* Other receivables portfolio 4: Other receivables from other customers

* Other receivables portfolio 5: Receivables from related parties

For other receivables divided into portfolios the Group calculates the expected credit loss by default risk

exposure and the expected credit loss rate over the next 12 months or the entire duration.Debt investment and Other debt investment

For debt investment and other debt investment the Group calculates the expected credit loss based on

the default risk exposure and the expected credit loss rate within the next 12 months or the entire

duration according to the nature of the investment and the various types of counterparties and risk

exposures.An assessment of a significant increase in credit risk

By comparing the risk of default of financial instruments on the balance sheet date with the risk of

default on the init ial recognition date the Group determines the relative change of default risk within the

expected duration of financial instruments so as to evaluate whether the credit risk of financial

instruments has significantly increased since the initial recognition.In determining whether credit risk has increased signif icantly since the initial recognition the Group

considers reasonable and informed information including forward-looking information that can be

obtained without unnecessary additional cost or effort. Information considered by the Group includes:

* The debtor fails to pay the principal and interest as due under the contract;

92ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

* A material deterioration if any of the external or internal credit rating of the financial instrument that

has occurred or is expected;

* A serious deterioration of the debtor's business results occurred or is expected;

* A change in the existing or anticipated technological market economic or legal environment which

will have a material adverse effect on the debtor's ability to repay the Group.According to the nature of financial instruments the Group evaluates whether credit risk increases

significantly on the basis of individual f inancial instruments or a combination of financial instruments.When assessing on the basis of a portfolio of financial instruments the Group may classify financial

instruments based on common credit risk characterist ics such as overdue information and credit risk

rating.If overdue for more than 30 days the Group determines that the credit risk of the financial instrument

has increased significantly.The Group believes that the financial assets are in default under the following circumstances:

* The Borrower is unlikely to pay its arrears to the Group in full and this assessment does not take

into account any recourse actions taken by the Group such as liquidating the collateral (if held); or

* Financial assets are more than 90 days overdue.A financial asset whose credit has been impaired

On the balance sheet date the Group evaluates whether credit impairment has occurred in financial

assets measured at amortized cost and debt investments measured at fair value and whose changes

are included in other comprehensive income. When one or more events which have an adverse effect

on the expected future cash flow of a financial asset occur the financial asset becomes a financial asset

with credit impairment. Evidence of credit impairment of financial assets includes the following

observable information:

* Major financial difficulties occur to the issuer or the debtor;

* A breach of contract by the debtor such as a default or late payment of interest or principal;

* The Group for economic or contractual considerations relating to the debtor's financial difficulties

gives concessions that the debtor would not have made under any other circumstances;

* The debtor is likely to go bankrupt or undergo other financial restructuring;

* The financial difficulties of the issuer or debtor result in the disappearance of an active market for

the financial asset.Presentation of expected credit loss provisions

In order to reflect the change of the credit risk of financial instruments since the initial recognition the

Group re-measures the expected credit loss on each balance sheet date and the increase or rolleback

amount of the loss provision thus formed shall be recorded into the current profit and loss as an

impairment loss or profit. For a financial asset measured at amortized cost the loss provision shall

offset the carrying value of the financial asset as stated in the balance sheet; For the debt investment

measured at fair value and its changes included in other comprehensive income the Group recognizes

93ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

its loss provision in other comprehensive income and does not deduct the book value of the financial

asset.Written-off

If the Group no longer reasonably expects that the contractual cash flow of a financial asset can be

recovered in whole or in part the carrying balance of the financial asset shall be directly written down.Such writedowns constitute termination recognition of the relevant financial assets. This usually occurs

when the Group determines that the debtor does not have assets or sources of income that generate

sufficient cash flow to repay the amount to be written down. However in accordance with the Group's

procedures for recovering amounts due the financial assets that have been written down may still be

affected by the execution activities.If a financial asset that has been written down is recovered later it shall be carried back as an

impairment loss and recorded in the profit and loss of the current period.

(6) Transfer of financial asset

Transfer of financial assets is the transfer or delivery of financial assets to another party (the transferee)

other than the issuer of financial assets.A financial asset is derecognised if the Group transfers substantial ly all the risks and rewards of

ownership of the financial asset to the transferee. A financial asset is not derecognised if the Group

retains substantially all the risks and rewards of ownership of the financial asset to the transferee.The Group neither transfers nor retains substantially all the risks and rewards of ownership of the

financial asset and the accounting treatment is shown as following: if the Group has forgone control

over the financial asset the financial assets is derecognized and new assets and liabilities are

recognized. If the Group retains control over the financial asset the financial asset is recognised to the

extent of its continuing involvement in the transferred financial asset and an associated liability is

recognised.

(7) Offset of financial assets and financial liabilities

Where the Group has the legal right to set off the recognized financial asset and financial liability and is

currently able to enforce such legal right and the Group plans to settle the financial asset on a net basis

or simultaneously realize the financial asset and pay off the financial liability the financial asset and

financial liability shall be shown in the balance sheet with the offset amount. In addition financial assets

and financial liabilities shall be separately presented in the balance sheet and shall not be set off

against each other.

11. Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date.The Group measures related assets or liabilities at fair value assuming the assets or liabilities are

exchanged in an orderly transaction in the principal market; in the absence of a principal market

assuming the assets or liabilities are exchanged in an orderly transaction in the most advantageous

market. Principal market (or the most advantageous market) is the market that the Group can normally

enter into a transaction on measurement date. The Group adopts the presumptions that would be used

by market participants in achieving the maximized economic value of the assets or liabilities.

94ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

For financial assets or financial liabilities with active markets the Group uses the quoted prices in active

markets as their fair value. Otherwise the Group uses valuation technique to determine their fair value.Fair value measurement of a non-financial asset takes into account market participants‘ ability to

generate economic benefits using the asset in its best way or by selling it to another market participant

that would best use the asset.The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient

data are available to measure fair value maximizing the use of relevant observable inputs and using

unobservable inputs only if the observable inputs aren‘t available or impractical.Fair value level for assets and liabilities measured or disclosed at fair value in the financial statements

are determined according to the significant lowest level input to the entire measurement: Level 1 inputs

are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can

access at the measurement date; Level 2 inputs are inputs other than quoted prices included within

Level 1 that are observable for the assets or liabilities either directly or indirectly; Level 3 inputs are

unobservable inputs for the assets or liabilities.At the balance sheet date the Group revalues assets and liabilities being measured at fair value

continuously in the financial statements to determine whether to change the levels of fair value

measurement.

12. Inventories

(1) Classification

The Group's inventory is classif ied by real estate development and non-real estate development.Inventory is mainly real estate development projects including development costs and development

products. Development cost include the development costs of development products to be developed

and development products under construction. Development products include completed development

products and development products intended for sell but temporarily leased. Non-real estate

development projects include raw materials finished goods and engineering construction.

(2) Measurement method of cost of inventories

The group‘s inventories are measured at actual cost when acquired. The actual cost of developing a

product includes land transfer fee infrastructure expenditure construction and installation project

expenditure borrowing expenses incurred before the completion of the development project and other

related expenses in the development process.。When a product is developed and shipped the actualcost is determined by specific identification method.Raw materials and finished goods are calculated using weighted average method.

(3) Basis for determining the net realizable value and method for provision for obsolete inventories

Net realizable value is the estimated selling price in the ordinary course of business less the estimated

costs of completion and the estimated costs necessary to make the sale and relevant taxes. The net

realizable value is measured based on the verified evidences and considerations for the purpose of

holding inventories and the effect of post balance sheet events.Any excess of the cost over the net realisable value of of inventories is recognised as a provision for

obsolete inventories and is recognised in profit or loss. The Group usually recognises provision for

95ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

decline in value of inventories by a single inventory item. If the factors caused the value of inventory

previously written-down have disappeared the provision for decline in value of inventories prev iously

made is reversed.

(4) Inventory count system

The Group maintains a perpetual inventory system

(5) Amortization methods of low-value consumables and packaging materials

Low-value consumables are amortized at the point of use.

13. Long-term equity investments

Long-term equity investments include equity investments in subsidiaries and equity investments in joint

ventures and associates. An associate is an enterprise over which the Group has significant influence.

(1) Determination of initial investment cost

The init ial cost of a long-term equity investment acquired through a business combination involving

enterprises under common control is the Group‘s share of the carrying amount of the subsidiary‘s equity

in the consolidated financial statements of the ultimate controlling party at the combination date. For a

long-term equity investment obtained through a business combination not involving enterprises under

common control the initial cost is the combination cost.A long-term equity investment acquired other than through a business combination: A long-term equity

investment acquired other than through a business combination is initially recognised at the amount of

cash paid if the Group acquires the investment by cash or at the fair value of the equity securities

issued if an investment is acquired by issuing equity securities.

(2) Subsequent measurement and recognition of profit or loss

Long-term equity investments in subsidiaries are accounted for using the cost method. An investment in

a joint venture or an associate is accounted for using the equity method for subsequent measurement.For a long-term equity investment which is accounted for using the cost method Except for cash

dividends or profit distributions declared but not yet distributed that have been included in the price or

consideration paid in obtaining the investments the Group recognises its share of the cash dividends or

profit distributions declared by the investee as investment income for the current period.For a long-term equity investment which is accounted for using the equity method where the initial cost

of a long-term equity investment exceeds the Group‘s interest in the fair value of the investee‘s

identifiable net assets at the date of acquisition the investment is initially recognised at cost. Where the

init ial investment cost is less than the Group‘s interest in the fair value of the investee‘s identifiable net

assets at the date of acquisition the investment is initially recognised at the investor‘s share of the fair

value of the investee‘s identifiable net assets and the difference is recognised in profit or loss.Under the equity method the Group recognises its share of the investee‘s profit or loss and other

comprehensive income as investment income or losses and other comprehensive income respectively

and adjusts the carrying amount of the investment accordingly. Once the investee declares any cash

dividends or profit distributions the carrying amount of the investment is reduced by the amount

attributable to the Group. Changes in the Group‘s share of the investee‘s owners‘ equity other than

96ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

those arising from the investee‘s net profit or loss other comprehensive income or profit distribution

(referred to as ―other changes in owners‘ equity‖ ) is recognised directly in the Group‘s equity and the

carrying amount of the investment is adjusted accordingly. In calculating its share of the investee‘s net

profits or losses other comprehensive income and other changes in owners‘ equity the Group

recognises investment income and other comprehensive income after making appropriate adjustments

to align the accounting policies or accounting periods with those of the Group based on the fair value of

the investee‘s identifiable net assets at the date of acquisition.When the Group becomes capable of exercising joint control or significant influence (but not control)

over an investee due to additional investment or other reasons the Group uses the fair value of the

previously-held equity investment together with additional investment cost as the initial investment cost

under the equity method. The difference between the fair value and carrying amount of the previously -

held equity investment and the accumulated changes in fair value included in other comprehensive

income shall be transferred to profit or loss for the current period upon commencement of the equity

method.When the Group can no longer exercise control over an investee due to partial disposal of the equity

investment or other reasons and the remaining equity after disposal can exercise joint control of or

significant influence over an investee the remaining equity is adjusted as using equity method from

acquisition. When the remaining equity can no longer exercise joint control of or sign ificant influence

over an investee the remaining equity investment shall be accounted for using Accounting Standard for

Business Enterprises No. 22-Recognition and Measurement of Financial Instruments and the difference

between the fair value and the carrying amount of the remaining equity investment shall be charged to

profit or loss for the current period at the date of loss of control.When the Group can no longer exercise control over an investee due to new capital injection by other

investors and the Group can exercise joint control of or significant influence over an investee the

Group recognizes its share of the investee‘s new added net assets using new shareholding percentage.The difference between its new share of the investee‘s new added net assets and its decreased

shareholding percentage of the original investment is recognized in profit or loss. And the Group adjusts

to the equity method using the new shareholding percentage as if it uses the equity method since it

obtains the investment.Unrealised profits and losses resulting from transactions between the Group and its associates or joint

ventures are eliminated to the extent of the Group‘s interest in the associates or joint ventures.Unrealised losses resulting from transactions between the Group and its associates or joint ventures are

eliminated in the same way as unrealised gains but only to the extent that there is no impairment.

(3) Criteria for determining the existence of joint control or significant influence over an investee

Joint control is the contractually agreed sharing of control of an arrangement which exists only when

decisions about the relevant activities require the unanimous consent of the parties sharing control.When assessing whether the Group can exercise joint control over an investee the Group first

considers whether no single participant party is in a position to control the investee‘s related activities

unilaterally and then considers whether strategic decisions relating to the investee‘s related activities

require the unanimous consent of all participant parties that sharing of control. All the parties or a group

of the parties control the arrangement collectively when they must act together to direct the relevant

activities. When more than one combination of the parties can control an arrangement collectively joint

control does not exist. A party that holds only protective rights does not have joint control of the

arrangement.

97ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Signif icant influence is the power to participate in the financial and operating policy decisions of an

investee but does not have control or joint control over those policies. When determining whether the

Group can exercise significant influence over an investee the effect of potential voting rights (for

example warrants share options and convertible bonds) held by the Group or other parties that are

currently exercisable or convertible shall be considered.When the Group directly or indirectly through subsidiaries owns 20% of the investee (including 20%) or

more but less than 50% of the voting shares it has significant influence over the investee unless there

is clear evidence to show that in this case the Group cannot participate in the production and business

decisions of the investee and cannot form a significant influence. When the Group owns less than 20%

of the voting shares generally it does not have significant influence over the investee unless there is

clear evidence to show that in this case the Group can participate in the production and business

decisions of the investee so as to form a significant influence.

(4) Method of impairment testing and impairment provision

For investments in subsidiaries associates and joint ventures refer to Note III. 20 for the Group‘s

method of asset impairment.

14. Assets held for sale and discontinued operations Long-term equity investments

(1) Classification and measurement of non-current assets or disposal groups held for sale

The Group classifies a non-current asset or disposal group as held for sale when the carrying amount of

the non-current asset or disposal group will be recovered through a sale transaction (including an

exchange transaction of non-monetary assets with commercial substance) rather than through

continuing use.Above mentioned non-current assets do not include investment properties subsequently measured with

the fair value model biological assets measured at fair value less costs to sell assets arising from

employee benefits financial assets deferred tax assets and contractual rights under insurance

contracts.The disposal group is a group of assets to be disposed of by sale or otherwise together as a whole in a

single transaction and liabilities directly associated with those assets that will be transferred in the

transaction. In certain circumstances disposal groups include goodwill acquired in a business

combination.A non-current asset or disposal group is classif ied as held for sale when all the following criteria are met:

According to the customary practices of selling such asset or disposal group in similar transactions the

non-current asset or disposal group is available for immediate sale in its present condit ion; The sale is

highly probable to occur that is the Group has made a resolution on a sale plan and entered into a

legally binding purchase agreement with other parties. The sale is expected to be completed within one

year. The Group that is committed to a sale plan involving loss of control of a subsidiary classifies all the

investment in that subsidiary as held for sale in its separate financial statements and classifies all the

assets and liabilit ies of that subsidiary as held for sale in its consolidated financial statements when the

classification criteria for held for sale are met regardless of whether the Group retains a non-controlling

interest in its former subsidiary after the sale.Non-current assets or disposal groups held for sale are init ially and subsequently measured at the lower

of carrying amount and fair value less costs to sell. Any excess of the carrying amount over the fair

98ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

value less costs to sell is recognised as an impairment loss in profit or loss. The impairment loss

recognised for a disposal group firstly reduces the carrying amount of goodwill allocated to the disposal

group and then reduces the carrying amount of other non-current assets pro rata on the basis of the

carrying amount of each non-current asset in the disposal group.The Group recognises a gain for any subsequent increase in fair value less costs to sell of an asset but

not in excess of the cumulative impairment loss that has been recognised after classified as held for

sale. The reduced carrying amount of goodwill is not recovered.The Group does not depreciate (or amortise) a non-current asset while it is classified as held for sale or

while it is part of a disposal group classified as held for sale. Interest and other expenses attributable to

the liabilities of a disposal group classif ied as held for sale continue to be recognised. If an investment

or a part of investment in an associate or a joint venture is classified as held for sale equity method is

not used for the part classified as held for sale while equity method is used for the rest part (the part not

classified as held for sale) continuely. When the Group does not have material impact on an associate

or a joint venture due to the sale transaction it stops using equity method.The Group measures a non-current asset that ceases to be classified as held for sale at the lower of:

* its carrying amount before the asset or disposal group was classified as held for sale adjusted

for any depreciation amortisation or impairment that would have been recognised had the asset or

disposal group not been classified as held for sale.* its recoverable amount.

(2) Discontinued operations

The Group classifies a component as a discontinued operation either upon disposal of the operation or

when the operation meets the criteria to be classified as held for sale if it is separately identifiable and

satisfies one of the following conditions:

* It represents a separate major line of business or a separate geographical area of operations;

* It is part of a single co-ordinated plan to dispose of a separate major line of business or a separate

geographical area of operations;

* It is a subsidiary acquired exclusively with a view to resale.

(3) Presentation

The Group presents a non-current asset classified as held for sale and the assets of a disposal group

classified as held for sale as ―Assets held for sale‖ in balance sheet. The liabilities of a disposal group

classified as held for sale is presented as ―Liabilities held for sale‖ in balance sheet.The Group presents profit or loss from discontinued operations separately from profit or loss from

continuing operations in income statement. Impairment loss and reversal amount and any disposal gain

or loss of a non-current asset or disposal group classified as held for sale that does not meet the

definition of a discontinued operation is included in profit or loss from continuing operations. Any gain or

loss from continuing operation of discontinued operations including impairment loss and reversal

amount and disposal gain or loss is included in profit or loss from discontinued operations.

99ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

A disposal group which is planned to cease operation rather than for sale and meets the criteria of a

part of discontinued operation the Group presents it as discontinued operation from the date of

cessation.Where an operation is classif ied as discontinued in the current period profit or loss from continuing

operations and profit or loss from discontinued operations are separately presented in the income

statement for the current period. If the Group ceases to classify a discontinued operation as held for

sale the information previously presented in discontinued operations is reclassified and included in

income from continuing operations for all periods presented.

15. Investment property

Investment properties are properties held either to earn rental income or for capital appreciation or for

both. The Group‘s investment properties include leased houses leased buildings leased land use rights.In addition for a vacant building held by the company for operating lease if the board of directors (or a

similar institution) makes a written resolution expressly indicating that it is used for operating lease and

the intention of holding does not change in the short term it is also considered as Investment property.Investment properties are initially measured at acquisition cost and depreciated or amortized using the

same policy as that for fixed assets or intangible assets.For the impairment of the investment properties accounted for using the cost model refer to Note III.20.The balance of the disposal income from the sale transfer scrapping or damage of the investment real

estate after deducting its book value and relevant taxes and fees shall be recorded into the current profit

and loss.

16. Fixed assets

(1) Recognition of fixed assets

Fixed assets represent the tangible assets held by the Group for use in production of goods use in

supply of services rental or for administrative purposes with useful lives over one accounting year.Fixed assets are only recognised when its related economic benefits are likely to flow to the Group and

its cost can be reliably measured.Fixed asset are initially measured at cost.Subsequent expenses related to fixed assets shall be recorded into cost of fixed assets when its related

economic benefits are likely to flow to the Group and its cost can be reliably measured; the cost of daily

repairs to fixed assets that do not meet the conditions for subsequent expenditures for capitalization of

fixed assets at the time of occurrence shall be recorded into the profit or loss of the current period or

the cost of the related assets. For the part that is replaced its carrying amount is derecognized

(2) Depreciation of fixed assets

The cost of a fixed asset is depreciated using the straight-line method since the state of intended use

unless the fixed asset is classified as held for sale. Not considering impairment provision the estimated

useful lives residual value rates and depreciation rates of each class of fixed assets are as follows:

100ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Estimated useful life Residual value

Class Depreciation rate %(years) rate %

Plant and buildings 30 5 3.17

Motor vehicles 6 5 15.83

Electronic equipment and others 5 5 19.00

For impaired fixed assets cumulative amount of impairment provision is deducted in determinating the

depreciation rate.

(3) For the impairment of the fixed assets please refer to Note III.20.

(4) Useful lives estimated residual values and depreciation methods are reviewed at least at each year-

end.The Group adjusts the useful lives of fixed assets if their expected useful lives are different with the

original estimates and adjusts the estimated net residual values if they are different from the original

estimates.

(5) Disposal of fixed asset

When a fixed asset is disposed of or when it is expected that no economic benefit will be generated

through the use or disposal the fixed asset shall be derecognised. Proceeds from the disposal of fixed

assets sold transferred scrapped or damaged net of their carrying amount and associated taxes shall

be recorded in the profit or loss for the current period.

17. Construction in progress

Construction in progress is recognized based on the actual construction cost including all expenditures

incurred for construction Items capitalised borrowing costs and any other costs directly attributable to

bringing the asset to working condition for its intended use.Construction in progress is transferred to fixed asset when it is ready for its intended use.For the impairment of construction in progress please refer to Note III.20.

18. Borrowing costs

(1) Capitalisation criteria

Borrowing costs that are directly attributable to the acquisition construction or production of a qualifying

asset shall be capitalised as part of the cost of that asset. Other borrowing costs are expensed in profit

or loss as incurred. The capitalisation of borrowing costs shall commence only when the following

criteria are met:

* capital expenditures have been incurred including expenditures that have resulted in payment of

cash transfer of other assets or the assumption of interest-bearing liabilities;

* borrowing costs have been incurred;

* the activities that are necessary to prepare the asset for its intended use or sale have commenced.

101ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(2) Capitalisation period

The capitalisation of borrowing costs ceases when the asset under acquisition or construction becomes

ready for its intended use the borrowing costs incurred thereafter are recognised in profit or loss for the

current period.Capitalisation of borrowing costs is suspended during periods in which the acquisition or construction of

a fixed asset is interrupted abnormally and the interruption lasts for more than 3 months until the

acquisition or construction is resumed.

(3) Capitalisation rate of borrowing costs and calculation basis of capitalised amount

For interest expense actually incurred on specific borrowings the eligible capitalised amount is the net

amount of the borrowing costs after deducting any investment income earned before some or all of the

funds are used for expenditures on the qualifying asset. To the extent that the Group borrows funds

generally and uses them for the purpose of obtaining a qualifying asset the Group shall determine the

amount of borrowing costs eligible for capitalisation by applying a capitalisation rate to the expenditures

on that asset the capitalisation rate shall be the weighted average of the borrowing costs applicable to

the borrowings of the Group that are outstanding during the period other than borrowings specifically

for the purpose of obtaining a qualifying asset.In the capitalisation period exchange differences of specific borrowings in foreign currency shall be

capitalised; exchange differences of general borrowings in foreign currency is recognised in profit or

loss for the current period.

19. Intangible assets

Intangible assets include software etc.Intangible assets are stated at actual cost upon acquisition and the useful economic lives are

determined at the point of acquisition. When the useful life is f inite amortisation method shall ref lect the

pattern in which the asset‘s economic benefits are expected to be realised. If the pattern cannot be

determined reliably the straight-line method shall be used. An intangible asset with an indefinite useful

life shall not be amortised.The Group shall review the useful life and amortisation method of an intangible asset with a finite useful

life at least at each year end. Changes of useful life and amortisation method shall be accounted for as

a change in accounting estimate.An intangible asset shall be derecognised in profit or loss when it is not expected to generate future

economic benefits.For the impairment of intangible assets please refer to Note III.20.

20. Impairment of assets

The impairment of long-term equity investments in subsidiaries associates and joint ventures

investment properties measured using a cost model fixed assets construction in progress productive

biological assets measured using a cost model intangible assets goodwill proven oil and gas mining

rights and wells and related facilities etc. (Excluding inventories investment property measured using a

fair value model deferred tax assets and financial assets) is determined as follows:

102ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

At each balance sheet date the Group determines whether there is any indication of impairment. If any

indication exists the recoverable amount of the asset is estimated. In addition the Group estimates the

recoverable amounts of goodwill intangible assets with indefinite useful lives and intangible assets not

ready for use at each year-end irrespective of whether there is any indication of impairment.The recoverable amount of an asset is the higher of its fair value less costs to sell and its present value

of expected future cash flows. The recoverable amount is estimated for each individual asset. If it is not

possible to estimate the recoverable amount of each individual asset the Group determines the

recoverable amount for the asset group to which the asset belongs. An asset group is the smallest

identifiable group of assets that generates cash inflows that are largely independent of the cash inflows

from other assets or asset groups.An impairment loss is recognised in profit or loss when the recoverable amount of an asset is less than

its carrying amount. A provision for impairment of the asset is recognised accordingly.For goodwill impairment test the carrying amount of goodwill arising from a business combination is

allocated reasonably to the relevant asset group since the acquisition date. If the carrying amount of

goodwill is unable to be allocated to asset group the carrying amount of goodwill will be allocated to

asset portfolio. Asset group or portfolio of asset group is asset group or portfolio of asset group which

can be benefit from synergies of a business combination and is not greater than the reportable segment

of the Group.In impairment testing if impairment indication exists in asset group or portfolio of asset group containing

allocated goodwill impairment test is first conducted for asset group or portfolio of asset group that does

not contain goodwill and corresponding recoverable amount is estimated and any impairment loss is

recognized. Then impairment test is conducted for asset group or portfolio of asset group containing

goodwill by comparing its carrying amount and its recoverable amount. If the recoverable amount is less

than the carrying amount impairment loss of goodwill is recognized.Once an impairment loss is recognised it is not reversed in a subsequent period.

21. Long-term deferred expenses

Long-term deferred expenses are recorded at the actual cost and amortized using a straight-line

method within the benefit period. For long-term deferred expense that cannot bring benefit in future

period the Group recognized its amortised cost in profit or loss for the current period.

22. Employee benefits

(1) Scope of employee benefits

Employee benefits refer to all forms of consideration or compensation given by the Group in exchange

for service rendered by employees or for the termination of employment relationship. Employee benefits

include short-term employee benefits post-employment benefits termination benefits and other long-

term employee benefits. Benefits provided to the Group‘s spouse children dependents family

members of deceased employees or other beneficiaries are also part of the employee benefits.According to liquidity employee benefits are presented as ―employee benefits payable‖ and ―long-term

employee benefits payable‖ on the balance sheet.

(2) Short-term employee benefits

103ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

In the current period the Group has accrued for the actual wages bonuses medical insurance for

employees based on standard rate work injury insurance and maternity insurance and other social

insurance and housing fund incurred and these are recognised as liabilities and corresponding costs in

the profit or loss.

(3) Post-employment benefits

Post-employment benefit plan includes defined contribution plans and defined benefit plans. Defined

contribution plans are post-employment benefit plans under which an enterprise pays fixed contributions

into a separate fund and will have no future obligations to pay the contributions. Defined benefit plans

are post-employment benefit plans other than defined contribution plans.Defined contribution plans

Defined contribution plans include primary endowment insurance unemployment insurance and

corporate pension plan etc.Besides basic pension insurance the Group establishes corporate pension plans in accordance with the

related policies of corporate pension regulations. Employees can join the pension plan voluntarily. The

Group has no other significant commitment of employees‘ social security.The Group shall recognise in the accounting period in which an employee provides service the

contribution payable to a defined contribution plan as a liability with a corresponding charge to the profit

or loss for the current period or the cost of a relevant asset.Defined benefit plans

For a defined benefit plan an actuarial valuation is performed by an independent actuary at the annual

balance sheet date to determine the cost of providing benefits using the expected accrued benefit unit

method. The employee compensation cost caused by the benefit plan of the Group includes the

following components:

* Service cost including current service cost past service cost and settlement profit or loss. Including

the current service cost refers to the increase in the present value of the defined benefit plan obligation

caused by the current provision of services by employees; The past service cost refers to the increase

or decrease in the present value of the defined benefit plan obligations related to the employee services

of the previous period as a result of the modification of the defined benefit plan.* Set the net interest on the net liabilities or net assets of the benefit plan including the interest

income on the plan assets the interest expense on the defined benefit plan obligations and the interest

on the impact of the asset cap.* The changes caused by the remeasurement of the net liabilities or net assets of the benefit plan.Unless other accounting standards require or allow the cost of employee benefits to be included in the

cost of assets the Group will include items * and * above in the current profit and loss; Item *

is included in other comprehensive income and will not be turned back to profit and loss in subsequent

accounting periods. When the originally defined benefit plan is terminated the part originally included in

other comprehensive income within the scope of equity is carried forward to undistributed profit.

104ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(4) Termination benefits

The Group provides for termination benefits to the employees and shall recognise an employee benefits

liability for termination benefits with a corresponding charge to the profit or loss for the current period at

the earlier of the following dates: When the Group cannot unilaterally withdraw the offer of the

termination benefits because of an employment termination plan or a redundancy proposal; or when the

Group recognises the costs or expenses relating to a restructuring that involves the payment of the

termination benefits.For employees who implement the internal retirement plan the economic compensation before the

official retirement date belongs to dismiss welfare. During the normal retirement date when the

employees stop providing services the salary and social insurance premium to be paid by the

employees who retire within the Group shall be included in the profit and loss of the current period in a

lump sum. Economic compensation after the official retirement date (such as the normal pension) shall

be treated as after-service benefits.

(5) Other long-term employee benefits

Other long-term employee benefits provided by the Group to the employees satisfied the conditions for

classifying as a defined contribution plan; those benefits shall be accounted for in accordance with the

above requirements relating to defined contribution plan. When the benefits satisf ied a defined benefit

plan it shall be accounted for in accordance with the above requirements relating to defined benefit plan

but the movement of net liabilities or assets in re-measurement of defined defined benefit plan shall be

recorded in profit or loss for the current period or cost of relevant assets.

23. Provisions

A provision is recognised for an obligation related to a contingency if all the following condit ions are

satisfied:

(1) the Group has a present obligation;

(2) it is probable that an outflow of economic benefits will be required to settle the obligation; and

(3) the amount of the obligation can be estimated reliably.

A provision is initially measured at the best estimate of the expenditure required to settle the related

present obligation. Factors pertaining to a contingency such as the risks uncertainties and time value of

money are taken into account as a whole in reaching the best estimate.Where the effect of the time

value of money is material provisions are determined by discounting the expected future cash flows.The Group reviews the carrying amount of a provision at the balance sheet date and adjusts the

carrying amount to the current best estimate.If all or part of the expenditure necessary for settling the provision is expected to be compensated by a

third party the amount of compensation is separately recognized as an asset when it is basically certain

to be received. The recognized compensation amount shall not exceed the carrying amount of the

provision.

24. Revenue

(1) General principles

105ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

The Group has fulfilled its contractual obligation to recognize revenue when the customer acquires

control of the relevant goods or services.If the contract contains two or more performance obligations the Group shall on the commencement

date of the contract allocate the transaction price to each single performance obligation according to

the relative proportion of the individual selling price of the commodity or service committed by each

single performance obligation and measure the income according to the transaction price allocated to

each single performance obligation.If one of the following conditions is satisfied the Group shall perform its obligations within a certain

period of time; otherwise it belongs to the performance obligation at a certain point:

* The Client obtains and consumes the economic benefits brought by the Group's performance at the

same time of the Group's performance.* The customer can control the goods under construction during the performance of the Group.* The commodities produced by the Group during the performance of the Contract have irreplaceable

purposes and the Group has the right to collect payment for the accumulated part of the performance

completed so far during the whole period of the Contract.For the performance obligations performed within a certain period of time the Group shall recognize the

income in accordance with the performance progress within that period. If the performance progress

cannot be reasonably determined and the Group is expected to be compensated for the costs already

incurred the revenue shall be recognized according to the amount of the costs already incurred until the

performance progress can be reasonably determined.For performance obligations performed at a certain point the Group recognizes revenue at the point

when the customer acquires control of the relevant goods or services. In determining whether a

customer has acquired control of goods or services the Group will take into account the following

indications:

* The Group has a current right to receive payment for the goods or services that is the Customer

has a current obligation to pay for the goods.* The Group has transferred the legal ownership of the commodity to the customer that is the

customer has the legal ownership of the commodity.* The Group has transferred the goods in kind to the customer that is the customer has physical

possession of the goods.The Group has transferred the main risks and rewards on the ownership of the commodity to the

customer that is the customer has acquired the main risks and rewards on the ownership of the

commodity.* The customer has accepted the goods or services.* Other indications that the customer has acquired control of the product.The Group's right to receive consideration for goods or services transferred to a customer (and this right

depends on other factors other than the passage of time) is a contract asset which is subject to

106ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

impairment on the basis of expected credit losses (see Note III 10 (5)). The Group's right unconditional

(depending only on the passage of time) to collect consideration from customers is shown as a

receivable. The Group's obligation to transfer goods or services to customers for which it has received

or receivable consideration is a contractual liability.The contract assets and contract liabilities under the same contract shall be presented on a net basis. If

the net amount is the debit balance it shall be presented under the item of "Contract Assets" or "Other

Non-current Assets" according to its liquidity; If the net amount is a credit balance it shall be shown

under the item "Contract Liabilities" or "Other Non-current Liabilities" according to its liquidity.

(2)Specific methods

The specific methods of the Group's revenue recognition are as follows:

* The method for recognizing revenue from property sales

(1) the sale contract has been signed and filed with housing construction bureau; (2) the property

development is completed and pass the acceptance; (3) For Lump-sum payment revenue is recognized

by the group when the consideration is fully received. For instalment payment revenue is recognized

when the first installment has been received and the bank mortgage approval procedures have been

completed. (4) completed the procedures for entering the partnership in accordance with the

requirements stipulated in sale contract.* The method for recognizing revenue from property services provided

According to property service contract agreed service period area served and unit price revenue is

recognized evenly within agreed service period.* The method for recognizing revenue from construction activities

As the customer can control the goods under construction during the performance of the Group the

group shall recognize the income in accordance with the performance progress within a certain period

of time (except for performance progress cannot be reasonably determined). The group shall determine

the performance progress based on cost incurred. If the performance progress cannot be reasonably

determined and the Group is expected to be compensated for the costs already incurred the revenue

shall be recognized according to the amount of the costs already incurred until the performance

progress can be reasonably determined. If the contract costs cannot be recovered the cost should be

recognized immediately in current period when incurred. When the estimated total cost of the contract is

likely to exceed the total revenue of the contract the cost of the main business and the estimated

liabilit ies shall be recognized in accordance with the unexecuted loss contract. The loss shall be

recognized as current cost and put into provisions.* The method for recognizing revenue from other income

Revenue from other income include income from hotel operations etc. Rooms revenue from hotel

operations shall be recognized in accordance with the performance progress within agreed period as

the client obtains and consumes the economic benefits brought by the Group‘s performance and the

group‘s performance obligations has performed at a certain period of time. For other income the group

recognizes revenue at the point when the customer acquires control of the relevant goods or services

which indicate the group has a right to receive payment for services or goods provided in accordance

with the relevant contract.

107ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

25. Contract costs

Contract costs include incremental costs incurred to obtain the contract and contract performance costs.Incremental costs incurred to obtain a contract are costs (such as sales commissions etc.) that the

Group would not have incurred without the contract. If the cost is expected to be recovered the Group

will recognize it as an asset as the contract acquisition cost. Other expenses incurred by the Group for

the acquisit ion of contracts other than the incremental costs expected to be recovered are recorded

into the profit and loss of the current period when incurred.If the cost incurred for the performance of the contract does not fall within the scope of accounting

standards for inventories and other enterprises and meets the following conditions at the same time the

Group will recognize it as an asset as the contract performance cost:

* The costs are directly related to a current or prospective contract and include direct labor direct

materials overhead (or similar) costs that are expressly borne by the customer and other costs

incurred solely in connection with the contract;

* This cost increases the Group's future resources for fulfilling its performance obligations;

* The cost is expected to be recovered.Assets with contract acquisit ion cost recognition and assets with contract performance cost recognition

(hereinafter referred to as "assets related to contract cost") shall be amortized on the same basis as

income recognition of goods or services related to such assets and shall be recorded into current profit

and loss. If the amortization period does not exceed one year it will be recorded in the current profit and

loss at the time of occurrence.When the book value of the assets related to the contract cost is higher than the difference between the

following two items the Group shall make provision for impairment of the excess part and recognize it

as impairment loss of the assets:

* the remaining consideration that the Group is expected to obtain as a result of the transfer of the

goods or services related to the asset;

* Estimate the costs to be incurred for the transfer of the relevant goods or services.The contract performance cost recognized as an asset shall be shown in the "Inventory" item with an

amortization period of no more than one year or one normal operating cycle at the time of initial

recognition while the amortization period exceeding one year or one normal operating cycle at the time

of initial recognition shall be shown in the item of "Other Non-current Assets".The contract acquisition cost recognized as an asset shall be shown in the item of "Other Current

Assets" with an amortization period of less than one year or one normal operating cycle at the time of

init ial recognition and shall be shown in the item of "Other Non-current Assets" with an amortization

period of more than one year or one normal operating cycle at the time of initial recognition.

26. Government grants

A government grant is recognised when there is reasonable assurance that the grant will be received

and that the Group will comply with the conditions attaching to the grant.

108ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

If a government grant is in the form of a transfer of a monetary asset it is measured at the amount

received or receivable. If a government grant is in the form of a transfer of a non-monetary asset it is

measured at fair value. If fair value cannot be reliably determined it is measured at a nominal amount of

CNY 1.Government grants related to assets are grants whose primary condition is that the Group qualifying for

them should purchase construct or otherwise acquire long-term assets. Government grants related to

income are grants other than those related to assets.For government grants with unspecified purpose the amount of grants used to form a long-term asset is

regarded as government grants related to an asset the remaining amount of grants is regarded as

government grants related to income. If it is not possible to distinguish the amount of grants is treated

as government grants related to income.A government grant related to an asset is offset against the carrying amount of the related asset

or.recognised as deferred income and amortised to profit or loss over the useful life of the related asset

on a reasonable and systematic manner. A grant that compensates the Group for expenses or losses

already incurred is recognised in profit or loss or offset against related expenses directly. A grant that

compensates the Group for expenses or losses to be incurred in the future is recognised as deferred

income and included in profit or loss or offset against related expenses in the periods in which the

expenses or losses are recognised. The Group applies a consistent approach to same or similar

government grant transactions.A grant related to ordinary activities is recognised as other income or offset against related expenses

based on the economic substance. A grant not related to ordinary activities is recognised as non-

operating income.When a recognised government grant is reversed carrying amout of the related asset is adjusted if the

grant was initially recognized as offset against the carrying amount of the related asset. If there is

balance of relevant deferred income it is offset against the carrying amount of relevant deferred income.Any excess of the reversal to the carrying amount of deferred income is recognised in profit or loss for

the current period. For other circumstances reversal is directly recognized in profit or loss for the

current period.

27. Deferred tax assets and Deferred tax liabilities

Income tax comprises of current tax and deferred tax. Current tax and deferred tax are recognised in

profit or loss except to the extent that they relate to transactions or items recognised directly in equity

and goodwill arising from a business combination.Deferred tax assets and deferred tax liabilities arise from deductible and taxable temporary differences

respectively being the differences between the carrying amounts of assets and liabilities for financial

reporting purposes and their tax bases.All the taxable temporary differences are recognized as deferred tax liabilities except for those incurred

in the following transactions:

(1) initial recognition of goodwill or assets or liabilities in a transaction that is not a business

combination and that affects neither accounting profit nor taxable profit (or deductible loss);

109ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(2) taxable temporary differences associated with investments in subsidiaries associates and joint

ventures and the Group is able to control the timing of the reversal of the temporary difference and it is

probable that the temporary difference will not reverse in the foreseeable future.The Group recognises a deferred tax asset for deductible temporary differences deductible losses and

tax credits carried forward to subsequent periods to the extent that it is probable that future taxable

profits will be available against which deductible temporary differences deductible losses and tax

credits can be utilised except for those incurred in the following transactions:

(1) a transaction that is not a business combination and that affects neither accounting profit nor

taxable profit (or deductible loss);

(2) deductible temporary differences associated with investments in subsidiaries associates and joint

ventures the corresponding deferred tax asset is recognized when both of the following conditions are

satisfied: it is probable that the temporary difference will reverse in the foreseeable future; and it is

probable that taxable profits will be available in the future against which the temporary difference can be

utilized.At the balance sheet date deferred tax is measured based on the tax consequences that would follow

from the expected manner of recovery or settlement of the carrying amount of the assets and liabilities

using tax rates enacted at the reporting date that are expected to be applied in the period when the

asset is recovered or the liability is settled.The carrying amount of a deferred tax asset is reviewed at each balance sheet date and is reduced to

the extent that it is no longer probable that the related tax benefits will be utilised. Such reduction is

reversed to the extent that it becomes probable that sufficient taxable profits will be available.

28. Leases

(1) Identification of leases

On the commencement date of the contract the Group as lessee or lessor assesses whether the

customer under the contract is entitled to receive almost all the economic benefits arising from the use

of the identified assets during the use period and to direct the use of the identified assets during the use

period.The Group considers the contract to be a lease or an inclusive lease if one of the parties to the

contract relinquishes control over the use of one or more identified assets for a certain period of time in

exchange for consideration.

(2) The Group acts as the lessee

On the commencement date of the lease the Group recognizes the right-of-use assets and lease

liabilities for all leases except for simplified short-term leases and leases of low value assets.For the accounting policy of the Right-of-use assets see Note III.29.Lease liabilities are initially measured at the present value of the outstanding lease payments at the

commencement date of the lease at the embedded interest rate on the lease. The rental payment

amount includes: fixed payment amount and substantial fixed payment amount. If there is lease

incentive amount the relevant amount of lease incentive amount will be deducted. Variable lease

payments depending on an index or ratio; The exercise price of the Option provided that the Lessee is

reasonably certain that the Option will be exercised; The amount to be paid to exercise the option to

terminate the lease if the lease term reflects that the lessee will exercise the option to terminate the

110ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

lease; And the amount expected to be payable based on the residual value of the security provided by

the Lessee. The interest expense of the lease liability in each period of the lease term shall be

calculated in accordance with the fixed periodic interest rate and recorded into the profit and loss of the

current period. The variable lease payment not included in the measurement of lease liabilit ies shall be

recorded into the current profit and loss when actually incurred.Short term lease

Short-term tenancy is a tenancy for a period of not more than 12 months at the commencement date of

the tenancy except for tenancies that include a purchase option.The Group will record the lease payment amount of short-term lease into the cost of relevant assets or

current profit and loss in each period of the lease term according to the straight-line method [or other

systemically reasonable method].For short-term lease the Group chooses to adopt the above simplified treatment method for the items

that meet the short-term lease conditions in the following asset types according to the categories of

leased assets.Low value asset leasing

Leasing of low-value assets refers to the leasing of a single leased asset whose value is less than CNY

40000.00 when it is a brand-new asset.

The Group will include the lease payment of the low-value asset lease into the cost of the relevant asset

or current profit and loss in each period of the lease term according to the straight-line method.For low-value asset leases the Group chooses to adopt the above simplified treatment method

according to the specific situation of each lease.Change of Lease

If the lease is changed and the following conditions are met at the same time the group accounts for

the change as a separate lease: 1 the change extends the scope of the lease by adding the right to use

one or more leased assets; 2 the increased consideration is equivalent to the amount of the individual

price of the extended portion of the lease adjusted in accordance with the circumstances of the contract.If the lease change is not accounted for as a separate lease on the effective date of the lease change

the company redistributes the consideration of the contract after the change and redetermines the lease

term the lease liability is recalculated at the present value of the changed lease payment and the

revised discount rate.If the lease scope is reduced or the lease period is shortened as a result of the lease change the

company shall adjust the book value of the right-to-use assets accordingly and record the relevant

gains or losses related to the partial or complete termination of the lease in the current profit and loss.If other lease changes result in lease liabilities being re-measured the company shall adjust the book

value of the right-to-use assets accordingly.

111ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(3) The Group acts as the lessor

When the Group acts as the lessor the leases that substantially transfer all the risks and rewards

related to the ownership of the assets are recognized as financial leases and other leases other than

financial leases are recognized as operating leases.Finance lease

In the case of financial leasing the Group takes the net lease investment as the book value of the

receivable finance lease funds at the beginning of the lease period and the net lease investment is the

sum of the unguaranteed residual value and the present value of the unreceived lease income at the

beginning of the lease period discounted at the embodied interest rate.The Group as the lessor

calculates and recognizes interest income for each period of the lease term at a fixed periodic rate.The

variable lease payment obtained by the Group as the lessor and not included in the measurement of the

net lease investment shall be recorded into the current profit and loss when actually incurred.The termination recognition and impairment of financial lease receivable shall be accounted for in

accordance with the provisions of the Accounting Standards for Business Enterprises No. 22 -

Recognition and Measurement of Financial Instruments and the Accounting Standards for Business

Enterprises No. 23 - Transfer of Financial Assets.Operating lease

For the rent in the operating lease the Group shall recognize the profits and losses of the current period

in accordance with the straight-line method during each period of the lease term. The initial direct

expenses incurred in connection with the operating lease shall be capitalized allocated on the same

basis as the recognition of rental income during the lease term and recorded into the current profit and

loss in installments. The variable lease payments obtained in connection with the operating lease and

not included in the lease receipts shall be recorded into the current profit and loss when actually

incurred.Change of Lease

If there is a change in the operating lease the group shall as of the effective date of the change treat it

as a new lease the amount received in advance or in respect of the lease receivable relating to the

lease prior to the change shall be deemed to be the amount received for the new lease.If the financial lease is changed and the following conditions are met at the same time the group

accounts for the change as a separate lease: 1 the change extends the scope of the lease by adding

the right to use one or more leased assets; 2 the increased consideration is equivalent to the amount of

the individual price of the extended portion of the lease adjusted in accordance with the circumstances

of the contract.Where a change in a financial lease is not accounted for as a separate lease the group shall treat the

changed lease as follows: 1 if the change becomes effective on the lease commencement date if the

lease will be classified as an operating lease the group will treat it as a new lease from the effective

date of the lease change the book value of the leased asset shall be the net investment in the lease

prior to the effective date of the lease change. 2 if the change takes effect on the effective date of the

lease the lease will be classified as a financial lease the accounting treatment of the group is in

accordance with the provisions of the "Accounting Standards for enterprises No. 22-recognition and

measurement of financial instruments" concerning modification or renegotiation of contracts.

112ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

29. Right-of-use assets

(1) Conditions for the confirmation of the right-of-use assets

The Group's right-of-use assets refer to the Group's right to use the leased assets during the lease term

as the lessee.On the beginning date of the lease period the right-of-use assets shall be initially measured at cost. The

cost includes: the initial measurement amount of the lease liability; For the amount of lease payment

paid on or before the commencement date of the lease term if there is a lease incentive the relevant

amount of lease incentive already enjoyed will be deducted; Initial direct expenses incurred by the

Group as the lessee; The costs which the Group as the Lessee expects to incur in dismantling and

removing the Leased Assets restoring the premises on which the Leased Assets are located or

restoring the Leased Assets to the state agreed in the Lease Terms. The Group as the lessee shall

confirm and measure the costs of demolition and restoration in accordance with the Accounting

Standards for Business Enterprises No. 13 - Contingencies. Subsequent adjustments are made for any

remeasurement of lease liabilities.

(2) Depreciation method of the right-of-use assets

The Group uses the straight line method of depreciation. Where the Group as the lessee can

reasonably determine that it obtains the ownership of the leased assets upon expiration of the lease

term depreciation shall be accrued over the remaining service life of the leased assets. Where it is

impossible to reasonably determine that the ownership of the leased asset can be acquired at the

expiration of the lease term depreciation shall be accrued in the shorter period between the lease term

and the remaining useful life of the leased asset.

(3) See Note III.20 for the impairment test method of the right-of-use assets and the provision for

impairment.

30. Maintenance Fund

When the Group collects the maintenance fund from the owners according to a certain proportion of the

sales amount of commercial houses it shall be included in other payables for accounting; When the

collected maintenance funds are handed over to the land and housing administrative departments in

accordance with the regulations the maintenance funds collected on behalf of them shall be reduced.

31. Quality Deposit

The Group shall keep the quality deposit in proportion to the payment period stipulated in the contract of

civil engineering and installation engineering and deduct it from the civil engineering and installation

Item payment which shall be classified as other payables. The maintenance expenses incurred due to

quality during the warranty period shall be directly charged under this item and liquidated after the

warranty period.

32. Accounting judgments and estimates

The Group conducts an ongoing evaluation of the significant accounting estimates and key assumptions

used in the light of historical experience and other factors including reasonable expectations of future

events. Important accounting estimates and key assumptions that are likely to result in the risk of a

material adjustment in the carrying value of assets and liabilities during the next fiscal year are set out

below:

113ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Classification of financial assets

The Group's major judgments in determining the classification of financial assets include the analysis of

business models and contractual cash flow characteristics.The Group determines the business model for the management of financial assets at the level of its

financial portfolio taking into account factors such as the way in which the performance of financial

assets is evaluated and reported to key managers the risks affecting the perform ance of financial

assets and their management methods and the way in which managers of related businesses are

remunerated.When evaluating whether the contractual cash flow of financial assets is consistent with the basic

lending arrangement the Group has the following main judgments: whether the time distribution or

amount of the principal in the duration period may change due to reasons such as prepayment; Does

interest include only the time value of money credit risk other fundamental borrowing risks and

consideration for costs and profits? For example does the prepayment amount only reflect the

outstanding principal and interest based on the outstanding principal and reasonable compensation for

early termination of the contract.Measurement of expected credit losses in accounts receivable

The Group calculates the expected credit loss of accounts receivable through the default risk exposure

of accounts receivable and the expected credit loss rate and determines the expected credit loss rate

based on the default probability and the default loss rate. In determining the expected credit loss rate

the Group uses data such as internal historical credit loss experience and adjusts the historical data in

combination with the current situation and forward-looking information. When considering forward-

looking information the indicators used by the Group include the risk of an economic downturn

changes in the external market environment the technological environment and customer conditions.The Group regularly monitors and reviews assumptions relating to the calculation of expected credit

losses.Deferred tax assets

Deferred tax assets should be recognized for all unutilized tax losses to the extent that there is likely to

be sufficient taxable profit to offset the loss. This requires management to use a great deal of judgment

to estimate when and how much future taxable profits will occur in combination with tax planning

strategies to determine the amount of deferred tax assets that should be recognized.The provision of land appreciation tax

The Group is subject to land appreciation tax (―LAT‖ ). The accrual of LAT is subject to management‘s

estimation which is made based on its understanding of the requirements of relevant tax laws and

regulations. However the actual LAT is levied by tax authorities according to the interpretation of the tax

rules. The group is not stepping on formulating the final tax plan with relevant tax authorities hence the

final tax outcome could be different from the amount that was initially recorded and these differences

will have an impact on tax provision in current period.Determination of fair value of unlisted equity investments

The fair value of an unlisted equity investment is the estimated future cash flows discounted at the

current discount rate for Items with similar terms and risk characteristics. This valuation requires the

Group to estimate expected future cash flows and the discount rate and is therefore subject to

114ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

uncertainty. In limited circumstances if the information used to determine the fair value is insufficient or

if the possible estimates of the fair value are spread over a wide range and the cost represents the best

estimate of the fair value within that range the cost may represent the appropriate estimate of the fair

value within that range.

33. Changes in significant accounting policies and accounting estimates

(1) Significant changes in accounting policies

* Interpretation of Accounting Standards for Business Enterprises No. 15

The Ministry of Finance issued the Interpretation of Accounting Standards for Business Enterprises No.

15 (Finance and Accounting [2021] No. 35) (hereinafter referred to as "Interpretation No. 15") in

December 2021.According to Interpretation No. 15 if an enterprise sells its fixed assets to the outside world (hereinafter

referred to as trial operation sales) before the fixed assets reach the scheduled usable state or the

products or by-products produced in the course of research and development in accordance with the

provisions of accounting standards for Enterprises No. 14-income and Accounting Standards for

enterprises No. 1-inventory the revenue and costs related to the trial sales shall be accounted for

separately after accounting for the current profit and loss the net amount of the revenue related to the

trial run sales after offsetting the relevant costs shall not be offset against the cost of fixed assets or R &

D expenses. The relevant products or by-products of the trial operation output shall be recognized as

inventory if they comply with the provisions of the accounting standards for enterprises No. 1-inventory

before they are sold abroad the relevant assets shall be recognized as those that meet the

requirements for the recognition of the relevant assets in other relevant enterprise accounting standards.* Interpretation of Accounting Standards for Business Enterprises No. 16

The Ministry of Finance issued the Interpretation of Accounting Standards for Business Enterprises No.

16 (Finance and Accounting [2022] No. 31) (hereinafter referred to as "Interpretation No. 16") in

November 2022.According to Interpretation No. 16 for financial instruments such as perpetual debt classified as equity

instruments an enterprise shall recognize the income tax effects related to dividends when recognizing

dividends payable. The income tax effect of the dividend shall be included in the profit and loss of the

current period for the distribution of profits derived from previous transactions or events that generate

profits and losses; The income tax effect of a dividend derived from a transaction or event previously

recognized in an owner's equity shall be included in the owner's equity item.The Group's financial instruments classif ied as equity instruments recognized dividends payable in the

current year involving income tax effects in accordance with the above-mentioned Interpretation No. 16

accounting treatment retroactive adjustment of income tax effects in respect of financial instruments

that occurred prior to 1 January 2022 and that had not been terminated on 1 January 2022.Interpretation No. 16 stipulates that if an enterprise modifies the terms and conditions in the agreement

on share payment settled in cash to make it pay in shares settled in equity on the date of revision an

enterprise shall in accordance with the fair value of the equity instrument granted on the date of its

award account for the acquired services as part of the capital reserve at the same time shares that are

recognized for cash settlement are terminated for payment of liabilities recognized at the date of

115ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

modification and the difference between the two is included in the current profit and loss. If the waiting

period is extended or shortened due to the modification the enterprise shall carry out the above-

mentioned accounting treatment according to the modified waiting period (without consider ing the

relevant accounting treatment provisions of the adverse modification) .The cash-settled share payments in the current year of the Group shall be changed to equity -settled

share payments and shall be handled in accordance with the above-mentioned Interpretation no. 16

for transactions of this type that occurred prior to 1 January 2022 retained earnings and other related

financial statement items as at 1 January 2022 are not adjusted for information for comparable periods.The adoption of Interpretation no. 16 has not had a significant impact on the company's financial

position and operating results.

(2) Changes in significant accounting estimates

During reporting period there is no changes in significant accounting estimate.IV. Taxation

1. Main types of taxes and corresponding tax rates

Tax Type Tax Basis Tax Rate%

VAT Taxable income 9/6/5/3

It shall be levied on the basis of the Four progressive rates

Land appreciation tax

added value of the real estate transferred of excess rate: 304050 60

Property tax 70% of the original value of properties 1.2

City maintenance and construction

Turnover tax payable 7

tax

Education surcharge Turnover tax payable 3

Local education surcharge Turnover tax payable 2

Corporate income tax Taxable profits 25/ 16.5

Explanation for the VAT rate of different business activities:

With regards to revenue from property development property management and construction activities

from May 1st 2016 the group‘s taxable items and tax rates are shown in the following table which inaccordance with the relevant regulations of《Notice on Comprehensively Promoting the Trial ofReplacing Business Tax with Value-Added Tax》(No. 36 of CaiKuai [2016]):

Taxable income Means to calculate Tax Tax Rate%

Revenue from property sales Simplified Tax Method 5

Revenue from construction Simplified Tax Method 9/ 3

Rental income Simplified Tax Method 5

Revenue from property management General Tax Method 6

Explanation of corporate income tax rates for different taxpayers:

The corporate income tax rate for companies registered in mainland China is 25% while the corporate

profits tax rate for companies registered in Hong Kong is 16.5%.

116ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

2. Tax preferential treatments and approval documents

Subsidiaries of the Group Shenzhen Huazhan Construction Supervision Co. Ltd. and Shantou Special

Economic Zone Xiangshan Real Estate Development Co. Ltd. are applicable to the preferential tax rate

of 20% for small and low-profit enterprises.V. Notes to the consolidated financial statements

1. Cash at bank and Cash Equivalent

Item 2022.12.31 2021.12.31

Cash in hand 4549.61 12082.00

Deposits with banks 163083275.13 316834778.45

Other monetary funds 34576125.00 247511964.18

Total 197663949.74 564358824.63

Including: Total overseas deposits 5840173.03 5970125.18

At the end of year 2022 there were CNY 7298880.26 of restricted funds in the bank deposits of which

CNY 48315.48 were the funds frozen by the lawsuit and CNY 5674439.78 were the funds for the

construction of public facilities in and around the city of Longgang district.At the end of year 2022 the balance of other monetary funds of CNY 34576125.00 is seven-day notice

deposit including principal of CNY 33000000.00 and interest of CNY 1576125.00.

2. Trading financial assets

Item 2022.12.31 2021.12.31

Financial Fund 408154361.42 514024710.91

3. Notes receivable

2022.12.312021.12.31

Types of

notes Book Bad debt Book Bad debt Book value Book value

balance provision balance provision

Banker

acceptance -- -- -- -- -- --

notes

Commercial

acceptance 1617000.00 80850.00 1536150.00 6394766.22 2864228.85 3530537.37

notes

Total 1617000.00 80850.00 1536150.00 6394766.22 2864228.85 3530537.37

Note:

(1) There is no notes receivable pledged by the Group at the end of the period

(2) Outstanding endorsed or discounted notes that have not matured at the end of the year

Derecognized Amount at the end Amount that is not derecognized

Types

of the period at the end of the period

Banker acceptance notes -- --

Commercial acceptance notes -- 1617000.00

Total -- 1617000.00

117ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(3) Notes receivable transferred to accounts receivable by the Group due to the drawer's non-

performance at the end of the period

Types Amount transferred to accounts receivable at the end of the period

Commercial acceptance notes 11789376.23

(4) Classified by bad debt provision method

2022.12.31

Types Book balance Bad debt provision

Percentage Expected credit Book balance

Amount Amount

(%) loss rate (%)

Bad debt provisions made on

----------

an individual basis

Bad debt provisions made on

1617000.00100.0080850.005.001536150.00

a combination basis

Including

Banker acceptance notes 1617000.00 100.00 80850.00 5.00 1536150.00

Commercial acceptance

----------

notes

Total 1617000.00 100.00 80850.00 5.00 1536150.00

Continued:

2021.12.31

Types Book balance Bad debt provision Book

Percentage Expected credit

Amount Amount balance

(%) loss rate (%)

Bad debt provisions made on

4626346.4472.352775807.8660.001850538.58

an individual basis

Bad debt provisions made on

1768419.7827.6588420.995.001679998.79

a combination basis

Including:

Banker acceptance notes -- -- -- -- --

Commercial

1768419.7827.6588420.995.001679998.79

acceptance notes

合计6394766.22100.002864228.8544.793530537.37

Note:

Bad debt provision made on an individual basis:

2022.12.31

Item Bad debt Expected credit

Book balance Reason

provision loss rate (%)

Shenzhen Hongteng Investment

------

Management Co. Ltd.

118ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Continued:

2021.12.31

Item Bad debt Expected credit

Book balance Reason provision loss rate (%)

Shenzhen Hongteng Low recoverability is

Investment Management 4626346.44 2775807.86 60.00

expected

Co. Ltd.Bad debt provision made on a combination basis:

Combined withdrawal item: commercial acceptance notes

2022.12.312021.12.31

Item Expected Expected Notes Bad debt Notes Bad debt

credit loss credit loss

receivable provision receivable provision

rate (%) rate (%)

Within one

1617000.0080850.005.001768419.7888420.995.00

year

(5) Additions recoveries or reversals of provision for the current period

Bad debt provision

2021.12.312864228.85

Additions --

Recoveries or reversals 2783378.85

Written-off --

2022.12.3180850.00

4. Accounts receivable

(1) Disclosure by Aging

Aging 2022.12.31 2021.12.31

Within 1 year 64697535.13 67970511.50

1 to 2 year 8701822.68 290567.01

2 to 3 years 290567.01 --

More than 3 years 23918937.08 23975620.75

Subtotal 97608861.90 92236699.26

Less: Bad Debt Provision 34028439.74 31187914.15

Total 63580422.16 61048785.11

119ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(2) Classified by bad debt provision method

2022.12.31

Types Book balance Bad debt provision

Percentage Expected credit Book value

Amount Amount

(%) loss rate (%)

Bad debt provisions made on

36722640.7337.6232006890.2487.164715750.49

an individual basis

Bad debt provisions made on

60886221.1762.382021549.503.3258864671.67

a combination basis

Including: -- -- -- -- --

Receivable from property

sales

Receivable from other 62.38 2021549.50 3.32 5886467167

corporate customers 60886221.17

Total 97608861.90 100.00 34028439.74 34.86 63580422.16

Continued:

2021.12.31

Types Book balance Bad debt provision

Percentage Expected credit Book value

Amount Amount

(%) loss rate (%)

Bad debt provisions made on

32550436.9335.2929212403.3789.753338033.56

an individual basis

Bad debt provisions made on

59686262.3364.711975510.783.3157710751.55

a combination basis

Including: -- -- -- -- --

Receivable from property

1064220.181.1553211.015.001011009.17

sales s

Receivable from other

58622042.1563.561922299.773.2856699742.38

corporate customers s

Total 92236699.26 100.00 31187914.15 33.81 61048785.11

Bad debt provision made on an individual basis:

2022.12.31

Item Bad debt Expected credit

Book balance Reason

provision loss rate (%)

Agent for import and export Could be

11574556.0011574556.00100.00

business payment uncollectible

Long-term receivable of property Could be

10020587.9110020587.91100.00

sale uncollectible

Shenzhen Hongteng Investment recoverability is

11789376.237073625.7460.00

Management Co. Ltd. relatively small

Receivable from revoked Could be

2328158.402328158.40100.00

subsidiaries uncollectible

Could be

Receivable from other customers 1009962.19 1009962.19 100.00

uncollectible

Total 36722640.73 32006890.24 87.16

120ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Continued:

2021.12.31

Item Book Bad debt Expected credit

Reason

balance provision loss rate (%)

Agent for import and export Could be

11574556.0011574556.00100.00

business payment uncollectible

Long-term receivable of property Could be

9649415.209649415.20100.00

sale uncollectible

Shenzhen Hongteng Investment

8345083.91 5007050.35 60.00 Low recyclability

Management Co. Ltd.Receivable from revoked Could be

2328158.402328158.40100.00

subsidiaries uncollectible

Could be

Other customer payments 653223.42 653223.42 100.00

uncollectible

Total 32550436.93 29212403.37 89.75

Bad debt provision made on a combination basis:

Combined withdrawal item: property sales receivable

2022.12.312021.12.31

Expected Expected Accounts Bad debt Accounts Bad debt

credit loss credit loss

rec eivable provision receivable provision

rate (%) rate (%)

Within 1 year -- -- -- 1064220.18 53211.01 5.00

Combined withdrawal item: other customers receivables

2022.12.312021.12.31

Expected Expected

Accounts Bad debt Accounts Bad debt

credit loss credit loss

receivable provision receivable provision

rate (%) rate (%)

Within 1 year 60886221.17 2021549.50 3.32 58622042.15 1922299.77 3.28

(3) Additions recoveries or reversals of provision for the current period

Bad debt provision

2021.12.3131187914.15

Additions 3434265.84

Recoveries or reversals --

Written-off --

Adjustment to asset held for sale 593740.25

2022.12.3134028439.74

(4) The top five units with the ending balance of accounts receivable collected by the debtor

% of the total

Accounts receivable Bad debt provision

Name of the entity closing balance of

The ending balance The ending balance

accounts receivable

Wuhan Yutian Xingye Land Co. LTD 18325336.29 18.77 549760.09

121ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

% of the total Accounts receivable Bad debt provision

Name of the entity closing balance of

The ending balance The ending balance

accounts receivable

Wuhan 249 Poly Real Estate 13125855.00 13.45 393775.65

Development Co. Ltd.Shenzhen Hongteng Investment 11789376.23 12.08 7073625.74

Management Co. Ltd.Wuhan Linhong Real Estate Co. Ltd. 8106562.33 8.31 243196.87

Shenzhen Huatang Famous Wine City

2963112.003.04148155.60

Investment Co. Ltd.Total 54310241.85 55.65 8408513.95

At the end of the period due to the factoring of accounts receivable the factoring amount is CNY

51138077.62. At the same time the book value of accounts receivable is CNY 51138077.62 was not

derecognized. For pledge of accounts receivable please refer to Note V.51.

5. Prepayments

(1) The aging analysis of prepayments is as follows:

2022.12.312021.12.31

Aging

Amount % Amount %

Within 1 year 626155.65 53.81 4698254.37 95.90

1 to 2 years 336699.64 28.94 206.95 0.00

2 to 3 years 206.95 0.02 -- --

More than 3 years 200550.00 17.24 200550.00 4.10

Total 1163612.24 100.00 4899011.32 100.00

(2) The top five units of the ending balance of prepayments

The sum of the top five prepayments collected by prepaid objects at the end of the period is CNY

1091841.23 which accounts for 93.83 % of the total ending balance of prepayments.

6. Other receivables

Item 2022.12.31 2021.12.31

Interest receivable -- --

Dividends receivable -- 1052192.76

Other receivables 42105050.33 29561815.32

Total 42105050.33 30614008.08

(1) Dividends receivable

Items 2022.12.31 2021.12.31

Yunnan Kunpeng Air Service Co.--1052192.76

LTD

Less: Bad Debt Provision -- --

Total -- 1052192.76

122ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(2) Other receivable

* Disclosure by aging

Aging 2022.12.31 2021.12.31

Within 1 year 48019676.18 29436729.02

1 to 2 years 1185433.74 905350.96

2 to 3 years 18023.00 106096.34

More than 3 years 188112549.84 188306797.86

Subtotal 237335682.76 218754974.18

Less: Bad Debt Provision 195230632.43 189193158.86

Total 42105050.33 29561815.32

* Disclosure by nature

2022.12.312021.12.31

Item Bad debt Book Bad debt

Book balance Book value Book value

provision balance provision

Other

receivables

from 147810.19 -- 147810.19 580911.83 -- 580911.83

employee‘s

petty cash

Other

receivables

from the

689317.63--689317.63627681.27--627681.27

collecting and

paying on

behalf

Other

receivables

80028366.4538760443.9441267922.5148840482.9120487260.6928353222.22

from other

customers

Other

receivables

156470188.49156470188.49-168705898.17168705898.17--

from related

parties

Total 237335682.76 195230632.43 42105050.33 218754974.18 189193158.86 29561815.32

* Bad Debt Provision

At the end of the period bad debt provision at the first stage:

Expected

credit loss rate Bad debt

Types Book balance Book value Reason

over the entire provision

duration (%)

Bad debt provisions made

--------

on an individual basis

Bad debt provisions made

on a combination basis

123ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Expected

credit loss rate Bad debt

Types Book balance Book value Reason

over the entire provision

duration (%)

Other receivables from

147810.19----147810.19

employee‘s petty cash

Other receivables from the

collecting and paying on 384124.22 -- -- 384124.22

behalf

Other receivables from other

43097874.843.541524758.9241573115.92

customers

Total 43629809.25 3.50 1524758.92 42105050.33

At the end of the period the Company does not have interest receivable dividends receivable and other

receivables at the second stage

At the end of the period bad debt provisions at the third stage:

Expected

credit loss rate Bad debt

Types Book balance Book value Reason

over the entire provision

duration (%)

Bad debt provisions made on

an individual basis

Other receivable from other Could be

19579543.90100.0019579543.90--

revoked subsidiary uncollectible

Other receivable from other Could be

surviving subsidiary uncollectible

Including : Other receivables Could be

155601920.01100.00155601920.01--

from related parties uncollectible

Other receivables from Could be

100.0018524409.60--

unrelated parties 18524409.60 uncollectible

Could be

Total 193705873.51 100.00 193705873.51 --

uncollectible

As at December 31 2021 bad debt provision at the first stage:

Expected

credit loss

Bad debt

Types Book balance rate over the Book value Reason

provision

next 12

months (%)

Bad debt provisions is drawn

--------

on a individual basis

Bad debt provisions is drawn

31053532.264.801491716.9429561815.32

on a combination basis

Other receivables from

580911.83----580911.83

employee‘s petty cash

Other receivables from the

collecting and paying on 627681.27 -- -- 627681.27

behalf

Other receivables from

29844939.165.001491716.9428353222.22

other customers

Total 31053532.26 4.80 1491716.94 29561815.32

124ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

As of December 31 2021 the Company does not have interest receivable dividends receivable and

other receivables at the second stage.As of December 31 2021 bad debt provisions at the third stage:

Expected

credit loss

Bad debt Book

Types Book balance rate over the Reason

provision value

next 12

months (%)

Bad debt provisions shall be

187701441.92100.00187701441.92--

made on an individual basis

Other receivable from other Could be

3838281.67100.003838281.67--

revoked subsidiary uncollectible

Other receivable from other Could be

183863160.25100.00183863160.25--

surviving subsidiary uncollectible

Including :Other receivables Could be

168705898.17100.00168705898.17--

from related parties uncollectible

Total 187701441.92 100.00 187701441.92 --

* Bad debt provisions in the current period

The first stage The second stage The third stage

Expected credit Expected credit loss Expected

Bad debt provision losses over the over the entire credit losses Total

entire duration (no duration (credit

over the next

credit impairment impairment has

12 months

occurred) occurred)

Balance as at December 31

1491716.94--187701441.92189193158.86

2021

The balance as at December 31

--------

2021 is in the current period

-- Turn to the second stage -- -- -- --

-- Transfer to the third stage -- -- -- --

-- Go back to the second stage -- -- -- --

-- Go back to the first stage -- -- -- --

Current period 233494.96 5631855.39 5865350.35

Return the current -- -- -- --

The current reseller -- -- -- --

This verification -- -- -- --

Other changes 200452.98 -- -372576.20 -172123.22

Balance as of December 31

1524758.92--193705873.51195230632.43

2022

125ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

* The top five units of ending balance of other receivables

Proportion of Ending Nature of Ending balance

total ending balance of

Name of the entity other of other Aging

balance of other bad debt

receivables receivables

receivables (%) provision

Other

Canada Great Wall receivables More than

89035748.0737.5289035748.07

(Vancouver) Co. Ltd from related 5 years

parties

Other

receivables More than

Paklid Limited 18870785.54 7.95 18870785.54

from related 5 years

parties

Other

Australia Bekaton

receivables More than

property 12559290.58 5.29 12559290.58

from related 5 years

Limited

parties

Other

Guangdong province

receivables More than

Huizhou Luofu Hill 10465168.81 4.41 10465168.81

from related 5 years

Mineral Water Co.Ltd

parties

Other

Xi‘an Fresh Peak

receivables More than

Property Trading Co. 8419205.19 3.55 8419205.19

from related 5 years

Ltd

parties

Total -- 139350198.19 -- 58.72 139350198.19

7. Inverntories

(1) Inventory classification

2022.12.312021.12.31

Provision for Provision

price for price

decline/provisi decline/prov Item Book on for The book ision for The book

Book balance

balance impairment of value impairment value

contract of contract

performance performanc

cost e cost

Real estate development:

Development

3413963261.85--3413963261.853037991969.96--3037991969.96

cost

Product

842847684.33--842847684.33994212857.29--994212857.29

development

Subtotals 4256810946.18 -- 4256810946.18 4032204827.25 -- 4032204827.25

Non-real estate development items:

Raw

8458.34 -- 8458.34 8458.34 -- 8458.34 materials

Inventory

329101.7038891.91290209.79334040.0438891.91295148.13

goods

Constructions -- -- -- 2425128.90 -- 2425128.90

Subtotals 337560.04 38891.91 298668.13 2767627.28 38891.91 2728735.37

Total 4257148506.22 38891.91 4257109614.31 4034972454.53 38891.91 4034933562.62

126ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(2) Provision for inventories

Increase in current The reduced

Item 2022.01.01 To turn back or 2022.12.31

provision Others Others

resell

Non-real estate development items:

Raw

------------

materials

Inventory

38891.91532397.57----532397.5738891.91

goods

Total 38891.91 532397.57 -- -- 532397.57 38891.91

Provision for Decline in Inventory (continued)

Current roll-back or

Specific basis for determining net realizable/residual consideration roll-off

Item

and costs to be incurred Reasons for inventory

depreciation provision

Development The amount of estimated selling price minus the estimated costs to be

--

cost incurred at completion estimated selling expenses and related taxes

Product The amount of estimated selling price minus estimated selling expenses

--

development and related taxes

Raw The amount of estimated selling price minus the estimated costs to be

--

materials incurred at completion estimated selling expenses and related taxes

Inventory The amount of estimated selling price minus estimated selling expenses

--

goods and related taxes

The amount of estimated selling price minus the estimated costs to be

Construction --

incurred at completion estimated selling expenses and related taxes

(3) The ending balance of inventory contains the explanation of the capitalized amount of borrowing

expenses:

As at 31st December 2022 the Group's inventory balance contains capitalized borrowing costs at CNY

33933525.93.

(4) Development cost

Estimated Expected

Starting Ending

Project name completion total 2022.12.31 2021.12.31

time provision

time investment

ShanTou Fresh Peak

------28291908.1128291908.11--

Building

Shenfang Lin Xin

In 2021 In 2023 300000.00 2290805229.96 2015750061.85 --

Garden

Shenfang

In 2022 In 2024 152060.00 1094866123.78 993950000.00 --

GuangmingLi

Total 452060.00 3413963261.85 3037991969.96 --

127ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(5) Product development

Time for

Increase in End of

The item name complet 2022.01.01 The reduced 2022.12.31

current the fall

ion

Jinye Island

199739494762.6051629.67--39546392.27--

Multi-tier villa

Jinye Island villa

20105696007.25----5696007.25--

No.10

Jinye Island villa

20082333281.42----2333281.42--

No.11

YueJing dongfang

20147305619.37--829214.616476404.76--

Project

HuangPu XinCun -- 140000.00 -- -- 140000.00 --

Shenfang Shanglin

2014----------

Garden

Beijing Fresh Peak

--304557.05----304557.05--

Buliding

TianYue Bay No.1 2017 270542054.67 2240.00 44890771.84 225653522.83 --

Shengfang CuiLin

201858669056.16--13051618.3745617437.79--

Building

Chuanqi Donghu 2019 41834057.24 -- 37544138.07 4289919.17 --

TianYue Bay No.2 2021 567893461.53 -- 55103299.74 512790161.79 --

Total 994212857.29 53869.67 151419042.63 842847684.33 --

8. Assets and liabilities held for sale

2022.12.312021.12.31

Item Provision Provision Carrying Carrying

Book value for Book value for

amount amount

impairment impairment

1) Non-current assets

------------

held for sale

(2) Assets included in

disposal groups held -- -- -- -- -- --

for sale

Including:

Shenzhen Property

------78940232.10--78940232.10

Management Co.Ltd.Total -- -- -- 78940232.10 -- 78940232.10

Item 2022.12.31 2021.12.31

Liabilities held for sale: -- --

Liabilities included in disposal groups

----

held for sale

Including:

Shenzhen Property Management -- 65752452.06

Co. Ltd.Total -- 65752452.06

In order to optimize and adjust the industrial structure on 30 December 2021 the Company and its

128ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

subsidiary Shenzhen Shenfang Investment Co. Ltd. and Shenzhen Guomao Property Management Co.Ltd. signed the Equity Acquisition Agreement to transfer a total of 100% of the equity of Shenzhen

Property Management Co. Ltd. to Shenzhen Guomao Property M anagement Co. Ltd. with a transfer

price of CNY 196.6767 million. The transfer of equity was completed in February 2022.

9. Other current assets

Item 2022.12.31 2021.12.31

Income tax overpaid or prepaid 1692386.28 3205104.33

VAT prepaid 1620352.66 7643969.22

Contract acquisition cost 1212848.49 --

Input tax to be deducted 29247467.16 53061826.30

Land appreciation tax 1813337.72 2481541.71

Business Tax 250719.98 259308.30

Other 941529.13 1565137.18

Total 36778641.42 68216887.04

129ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

10. Long-term equity investments

Movements during the year

Investment Declared Balance of

income

Increase ther Other distribution Provision provision for Investee 2020.12.31 Decrease recognised 2022.12.31

in comprehensive equity of cash for Other impairment as

in capital under

capital incom movements dividends impairment at 2022.12.31

equity

or profits

method

* Joint ventures

Guangdong

province Huizhou

9969206.09----------------9969206.099969206.09

Luofu Hill Mineral

Water Co. Ltd

Fengkai Xinhua

9455465.38----------------9455465.389455465.38

Hotel

Subtotal 19424671.47 -- -- -- -- -- -- -- -- 19424671.47 19424671.47

* Associates

Shenzhen Ronghua

1349122.92-----178240.64----------1170882.281076954.64

JiDian Co. ltd

Shenzhen Runhua

Automobile trading 1445425.56 -- -- -- -- -- -- -- -- 1445425.56 1445425.56

Co. Ltd

Dongyi Real Estate

30376084.89----------------30376084.8930376084.89

Co. Ltd

Subtotal 33170633.37 -- -- -178240.64 -- -- -- -- -- 32992392.73 32898465.09

* Other equity

-

investment

Paklid Limited 201100.00 -- -- -- -- -- -- -- -- 201100.00 201100.00

Australia Bekaton

906630.00----------------906630.00906630.00

Property Limited

Shenzhen Shenfang

Department Store 10000000.00 -- -- -- -- -- -- -- -- 10000000.00 10000000.00

Co. Ltd.

130ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Movements during the year

Investment Declared Balance of

income

Increase ther Other distribution Provision provision for Investee 2020.12.31 Decrease recognised 2022.12.31

in comprehensive equity of cash for Other impairment as

in capital under

capital incom movements dividends impairment at 2022.12.31

equity

or profits

method

Shantou Fresh Peak 58547652.25 -- -- -- -- -- -- -- -- 58547652.25 58547652.25

Building

Guangdong

Province kaiFeng

Lian Feng Cement 56228381.64 -- -- -- -- -- -- -- -- 56228381.64 56228381.64

Manufacturing Co.Ltd

Jiangmen XinJiang

9037070.89----------------9037070.899037070.89

real estate compnay

Xian Xinfeng 32840729.61 -- -- -- -- -- -- -- 32840729.61 32840729.61

property trading ltd.Subtotal 167761564.39 -- -- -- -- -- -- -- 167761564.39 167761564.39

Total 220356869.23 -- -- -178240.64 -- -- -- -- -- 220178628.59 220084700.95

Note:Other equity investment items are the equity of the Company's subsidiaries which are not included in the scope of the merger. Some of these subsidiaries

were winded up but the Group hasn‘t write off its long-term equity investment. Some of these subsidiaries have ceased operating for many years and no longer

exist the group could not implement effective management control over them. Refer to Note VII for more details.

131ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

11. Investment in other equity instruments

Item 2022.12.31 2021.12.31

Shantou SME Financing Guarantee Co.

13839235.5713831938.92

Ltd.Yunnan Kun Peng Aviation Service Limited

--22490765.41

Corporation

Total 13839235.57 36322704.33

Note: Since the Group plans to hold the above equity investment for a long term for strategic purposes

the Group designates them as financial assets measured at fair value and the change in it is included in

other comprehensive income.The amount of

Dividend other

income The The comprehensive

Item recognized cumulative cumulative income To reason

during the gains loss transferred into

current period retained

earnings

Shantou SME Financing

813960.005550600.00------

Guarantee Co. Ltd.Yunnan Kun Peng

Disposal of the

Aviation Service Limited -- 11449773.26 -- 11449773.26

investment

Corporation

12. Investment Properties

(1) Investment properties measured using the cost model

Item Buildings Land use rights Total

Ⅰ.Cost

1.2021.12.311042912022.3998272942.191141184964.58

2.Additions during the year 1832873.00 9077110.86 10909983.86

(1)Transfers from inventories 1832873.00 -- 1832873.00

(2)Other transfers(exchange rate

--9077110.869077110.86

movement)

3. Decrease during the year -- -- --

4.2022.12.311044744895.39107350053.051152094948.44

" .Accumulated depreciation or

amortization

1.2021.12.31457533453.68--457533453.68

2.Charge for the year 25451837.52 -- 25451837.52

(1)Depreciated or amortised 25451837.52 -- 25451837.52

3. Reductions during the year -- -- --

4.2022.12.31482985291.20--482985291.20

III.Provision for impairment

1.2021.12.3114128544.6280657189.1294785733.74

2.Charge for the year -- 7450008.43 7450008.43

132ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Item Buildings Land use rights Total

(1)Other additions (exchange rate

--7450008.437450008.43movement)

3. Reductions on disposals -- -- --

4.2022.12.3114128544.6288107197.55102235742.17

IV.Carrying amounts

1. As at 2022.12.31 547631059.57 19242855.50 566873915.07

2. As at 2021.12.31 571250024.09 17615753.07 588865777.16

Note: The reduction in the original value of land use rights and impairment provisions is caused by

exchange rate movement at the time of translation of foreign currency statements.

13. Fixed assets

Item 2022.12.31 2021.12.31

Fixed assets 21425475.05 23920424.55

Disposal of fixed assets -- --

Total 21425475.05 23920424.55

* Fixed assets

Plant & Machinery & Electronic device and

Item Total

buildings equipment others

I.Cost

1.2021.12.31100117808.108307455.417273579.83115698843.34

2.Additions during the year 304266.00 -- 225891.54 530157.54

(1)Purchases 304266.00 -- 225891.54 530157.54

3. Decrease during the

----95472.6795472.67

year

(1)Disposals or

----95472.6795472.67

written-offs

4.2022.12.31100422074.108307455.417403998.70116133528.21

II.Accumulated

depreciation:

1.2021.12.3179191129.846864681.165722607.7991778418.79

2.Charge for the year 2458308.93 246603.31 313773.37 3018685.61

(1)Provision 2458308.93 246603.31 313773.37 3018685.61

3.Reductions for the year -- -- 89051.24 89051.24

(1)Disposal or written-offs -- -- 89051.24 89051.24

4.2022.12.3181649438.777111284.475947329.9294708053.16

III.Provision for impairment -- -- -- --

IV.Carrying amount

1. As at 2022.12.31 18772635.33 1196170.94 1456668.78 21425475.05

2. As at 2021.12.31 20926678.26 1442774.25 1550972.04 23920424.55

133ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

14. Right-of-use assets

project Houses and Buildings

I. Original book value:

2021.12.31431779.61

2. Additions during the year --

3. Decrease during the year --

4.2022.12.31431779.61

II. Accumulative depreciation

1.2021.12.3166427.64

2. Additions during the year 132855.25

(1)Provision 132855.25

3. Decrease during the year --

4.2022.12.31199282.89

III. Impairment Provisions --

IV.Carrying amount

1. As at 2022.12.31 232496.72

2. As at 2021.12.31 365351.97

15. Intangible assets

(1) Intangible assets

Item Software

I.Cost

1.2021.12.312192000.00

2.Additions during the year --

3.Decrease during the year --

4.2022.12.312192000.00

II.Accumulative amortization

1.2021.12.312192000.00

2.Additions during the year --

3.Decrease during the year --

4.2022.12.312192000.00

III.Provision for impairment --

IV.Carrying amount

1. As at 2022.12.31 --

2. As at 2021.12.31 --

134ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

16. Long-term deferred expenses

Decreases during the year

Additions

Item 2021.12.31

during the year Amortisation Others

2022.12.31

for the year decreases

Renovation costs 1703967.55 548981.45 533891.01 -- 1719057.99

Others 460995.63 179091.09 182923.18 -- 457163.54

Total 2164963.18 728072.54 716814.19 -- 2176221.53

17. Deferred tax assets and deferred tax liabilities

(1) Deferred tax assets and deferred tax liabilities that are not offset

2022.12.312021.12.31

Item Deductible/Taxable Deductible/Taxable Deferred tax Deferred tax

Temporary Temporary

assets/liabilities assets/liabilities

Differences Differences

Deferred tax assets:

Provision for impairment 12026682.71 3006670.68 11676505.43 2919126.36

Pre-tax recoverable

69038992.7117259748.1860853662.7215213415.68

operating losses

Provision for land

117245335.2629311333.82537081594.36134270398.59

appreciation tax

Unrealised profits of

86124778.4121531194.6048439321.6812109830.42

intra-group transactions

Accrued Contractual cost 23711126.84 5927781.70 22029322.92 5507330.73

Subtotal 308146915.93 77036728.98 680080407.11 170020101.78

Deferred tax liabilities:

Unmatured interest 1576125.00 394031.25 7411964.20 1852991.05

Changes in the fair value 1839235.57

of other equity 459808.89 18858463.59 4714615.90

investments

Changes in the fair value 8970031.50

2242507.8811828130.442957032.61

of trading financial assets

Subtotal 12385392.07 3096348.02 38098558.23 9524639.56

(2) Details of unrecognized deferred tax assets

Item 2022.12.31 2021.12.31

Deductible losses 54027120.82 10875646.42

Bad debt provision 197543730.87 211607688.34

Impairment provision for long-term equity

220084700.95220084700.95

investments

Impairment provision for Investment property 102235742.17 94785733.74

Total 573891294.81 537353769.45

Note:Due to the uncertainty of future taxable income the Group did not recognize deferred tax assets

for the temporary deductible differences and deductible losses.

135ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(3) Expiration of deductible tax losses for unrecognised deferred tax assets

Year 2022.12.31 2021.12.31 Note

2022——5753184.38

20234085485.244085485.24

2024688456.49688456.49

20251629.251629.25

2026346891.06346891.06

202748904658.78——

Totao 54027120.82 10875646.42

18. Short-term loans

(1) Classification of short-term loans

Item 2022.12.31 2021.12.31

Pledge loans 51138077.62 50440116.24

Note: The ending balance of loan is related to factoring loan applied by the group for accounts

receivable.

19. Notes payable

Item 2022.12.31 2021.12.31

Commercial acceptance notes -- 247376403.56

Banker acceptance notes -- --

Total -- 247376403.56

Note: The notes payable due but unpaid at the year end is CNY 222341886.44. It has been adjusted to

account payable.

20. Accounts payable

Item 2022.12.31 2021.12.31

Construction 432902243.31 139000203.58

Other 1699316.36 2447355.66

Total 434601559.67 141447559.24

21. Advances from customers

Item 2022.12.31 2021.12.31

Payment for goods-import and

4218370.694218370.69

export

Others 1246973.27 2193056.35

Total 5465343.96 6411427.04

136ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

22. Contractual liabilities

Item 2022.12.31 2021.12.31

Advance collection of house sales 43431327.09 199909796.88

Room charges in advance 102140.20 55693.20

Total 43533467.29 199965490.08

23. Employee benefits payable

Accrued during Decreased

Item 2021.12.31 2022.12.31

the year during the year

Short-term employee benefits 43791988.37 71499532.64 79619168.64 35672352.37

Post-employment benefits - defined

134723.419793422.649876294.6451851.41

contribution plans

Total 43926711.78 81292955.28 89495463.28 35724203.78

(1) Short-term employee benefits

Accrued during Decreased

Item 2021.12.31 2022.12.31

the year during the year

Salaries bonus allowances 43636961.65 56562279.75 64987862.63 35211378.77

Staff welfare 35800.00 3847923.24 3662981.24 220742.00

Social insurances -- 3912890.25 3912890.25 --

Including:1. Medical insurance -- 3682819.92 3682819.92 --

2. Work-related injury insurance -- 50853.63 50853.63 --

3. Maternity insurance -- 179216.70 179216.70 --

Housing Fund 31040.32 5791378.33 5822418.65 --

Labor union fees staff and

88186.401385061.071233015.87240231.60

workers‘ education fee

Total 43791988.37 71499532.64 79619168.64 35672352.37

(2) Defined contribution plans

Accrued during Decreased

Item 2021.12.31 2022.12.31

the year during the year

Post-employment benefits 134723.41 9793422.64 9876294.64 51851.41

Including: 1. Basic pension

72000.006322580.456394580.45--

insurance

2.Unemployment insurance -- 70260.71 70260.71 --

3.Annuity 62723.41 3400581.48 3411453.48 51851.41

Total 134723.41 9793422.64 9876294.64 51851.41

24. Taxes payable

Item 2022.12.31 2021.12.31

Corporate income tax 61927050.99 55260539.21

Land appreciation tax 121891472.74 541127363.69

137ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Item 2022.12.31 2021.12.31

Value-added tax 3843704.80 2364703.76

Individual income tax 1611643.13 741740.25

City maintenance and construction

734949.61243387.84

tax

Property tax 287141.98 262015.56

Education surcharge 316008.58 105021.26

Local Education surcharge 197568.44 56806.29

Other 141645.72 379294.62

Total 190951185.99 600540872.48

25. Other payables

Item 2022.12.31 2021.12.31

Interest payables 16535277.94 16535277.94

Dividend payables -- --

Other payables 557796062.90 564842137.70

Total 574331340.84 581377415.64

(1) Interest payable

Item 2022.12.31 2021.12.31

Non-financial institution borrowing interest (interest

16535277.9416535277.94

payable to parent company)

Significant overdue interest outstanding:

Debtor Overdue amount Overdue reason

Shenzhen Investment Holdings Co. Ltd. 16535277.94 Defer payment

(2) Other payable

Item 2022.12.31 2021.12.31

Non-related party transactions 166065259.07 161537615.36

Accrued land appreciation tax -- 36447111.94

Related party transactions 232502015.42 215460862.07

Deposits 28723844.16 48106373.19

Others 130504944.25 103290175.14

Total 557796062.90 564842137.70

(3) significant other payables aging over 1 year

Item Amount Aging Reason

Guangzhou Bopi Enterprise Management Within 1 year 1-2

202424649.66 Unexpired settlement

Consulting Co. LTD years

Huizhou Guirong Investment Information Within 1 year 1-2

99553857.53 Unexpired settlement

Consulting Co. LTD years

Total 301978507.19

138ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

26. Non-current liabilities due within one year

Item 2022.12.31 2021.12.31

A long-term loan that due within one year 6105770.99 --

Lease liabilities due within one year 83023.44 83023.44

Total 6188794.43 83023.44

27. Other current liabilities

Item 2022.12.31 2021.12.31

Output tax to be transferred 2265817.68 8196849.13

Notes receivable that have been endorsed but

1617000.00--

cannot be terminated for recognition

Total 3882817.68 8196849.13

28. Long-term loans

Range of Range of

Item 2022.12.31 2021.12.31

interest rate interest rate

Mortgage loan 60366770.99 4.15%-4.20% --

Subtotal 60366770.99 --

Less: long-term loans due within one year 6105770.99 --

Total 54261000.00 --

29. Lease liabilities

Item 2022.12.31 2022.01.01

Buildings 136908.67 208944.21

Subtotal 136908.67 208944.21

Less: lease liabilities due within one year 83023.44 83023.44

Total 53885.23 125920.77

30. Capital stock (unit: 10000 shares)

Increase or decrease of current period (+ -)

Item 2021.12.31 Conversion New Stock

from reserve Others Subtotal 2022.12.31

shares dividand

to shares

The total

number of 101166.00 -- -- -- -- -- 101166.00

shares

31. Capital reserve

Additions during Reductions

Item 2020.12.31 2021.12.31

the year during the year

Share premium 557433036.93 -- -- 557433036.93

Other capital reserves 420811873.18 -- -- 420811873.18

Total 978244910.11 -- -- 978244910.11

139ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

32. Other comprehensive income

Other comprehensive income attributable to the parent company in the balance sheet.Current amount

Minus: early entry into 2022.12.31 2021.12.31

Item The current income other comprehensive (4)=(1)+

(1) tax before the amount income into the (2)

(2) current period of profit

and loss (3) -(3)

Other comprehensive income

that cannot be reclassified into 14143847.69 -1314647.75 11449773.26 1379426.68

profits and losses

1. Changes in the fair value of

other equity instrument 14143847.69 -1314647.75 11449773.26 1379426.68

investments

Other comprehensive

income which is reclassified 21945116.26 2602177.91 -- 24547294.17

into profit and loss

1. Difference in translation of

foreign currency financial 21945116.26 2602177.91 -- 24547294.17

statements

Total other comprehensive 36088963.95 1287530.16 11449773.26 25926720.85

income

Other comprehensive income attributable to the parent company in the income statement.Current amount

Minus: early

entry into other After tax it After-tax

comprehensive Minus: attributable Item belongs to to parent

2021.12.31 (1) income into the income tax minority company(5)

current period expense (3) shareholders =(1)-(2)

of profit and (4) -(3)-(4)

loss (2)

Other comprehensive income

that cannot be reclassified into -1752863.67 -- -438215.92 -- -1314647.75

profits and losses

1. Changes in the fair value

of other equity instrument

-1752863.67---438215.92---1314647.75

investments

Other comprehensive

irneccolamssei fied inwtoh ipcrho fit andis -29418.67 -- -5883.73 -2625712.85 2602177.91

loss

1. Difference in translation of

foreign currency financial -29418.67 -- -5883.73 -2625712.85 2602177.91

statements

Total other comprehensive

income -1782282.35 -444099.65 -2625712.85 1287530.16

Note: The net after-tax amount of other comprehensive income during reporting period is CNY

-1338182.69including CNY 1287530.16 attributable to the shareholders of the parent company and

CNY 2625712.85 attributable to minority shareholders.

140ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

33. Surplus reserve

Opening Additions during Reductions

Item Ending balance

balance the year during the year

Statutory surplus reserve 241144854.93 34108874.33 -- 275253729.26

Total 241144854.93 34108874.33 -- 275253729.26

34. Retained earnings

Appropriation

Item Year ended 2022.12.31 Year ended 2021.12.31 or distribution

percentage

Retained earnings as at 31/12/2021(before

1671121562.981560720254.31--

adjustment)

Total adjustments for opening retained

------

earnings(―+‖ for increase; ―–‖ for decrease)

Retained earnings as at 01/01/2021 (after

1671121562.981560720254.31--

adjustment)

Add: Net profits for the year attributable to

153718805.57220836309.93--

shareholders of the Group

Less: Appropriation for statutory surplus

34108874.3322420581.2610%

reserve

Appropriation for ordinary share dividend 89026080.00 88014420.00 --

Other -11449773.26 -- --

Retained earnings as at 2022.12.31 1713155187.48 1671121562.98 --

Note: the other CNY 11449773.26 of undistributed profits in this period is due to the investment of

other equity instruments which includes the disposal profits as retained earnings.

35. Operating revenue and operating costs

(1) Operating revenue and operating costs

Current amount Amount of previous period

Item

Income Cost Income Cost

Main business 628832520.51 434304905.37 1305013711.33 644196683.45

Other

5552040.912747095.6415776937.1222151678.03

business

Total 634384561.42 437052001.01 1320790648.45 666348361.48

(2) Operating revenue and operating costs are divided by industry (or product type)

Current amount Amount of previous period

Main Industry name

income The cost of income The cost of

Real estate 309331841.57 144720332.63 876161088.60 280828284.77

Construction 241209525.79 236074624.77 200259571.16 194607475.30

Property Management 36660871.83 22415236.68 162526580.18 145898235.49

Lease 53870265.26 46657985.12 81791161.56 38780101.44

subtotal 641072504.45 449868179.20 1320738401.50 660114097.00

Less:Internal offset 12239983.94 15563273.83 15724690.17 15917413.55

Total 628832520.51 434304905.37 1305013711.33 644196683.45

141ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(3) The revenue and cost of main business shall be divided by region (if not applicable it shall be

deleted)

Current amount Amount of previous period

Main business area Main business Main business Main business Main business

revenue cost revenue cost

Domestic: 640594852.83 449868179.20 1320105876.64 660114097.00

Guangdong Province 640594852.83 449868179.20 1308786001.07 652104794.06

Other -- -- 11319875.57 8009302.94

Overseas: 477651.62 -- 632524.86 --

America 477651.62 -- 632524.86 --

Subtotal 641072504.45 449868179.20 1320738401.50 660114097.00

Less:Internal offset 12239983.94 15563273.83 15724690.17 15917413.55

Total 628832520.51 434304905.37 1305013711.33 644196683.45

(4) Business revenue decomposition information

Current amount

Item Property

Real estate Construction Leases Other Total

Management

Main business

309331841.57236949097.4536436288.2146115293.28--628832520.51

revenue

Including: Confirm at 309331841.57 -- -- -- -- 309331841.57

a certain point

Confirm at a certain

--236949097.4536436288.2146115293.28--319500678.94

time

Other business

--------5552040.915552040.91

income

Total 309331841.57 236949097.45 36436288.21 46115293.28 5552040.91 634384561.42

36. Taxes and surcharges

Current Amount of previous

Item

amount period

Land appreciation tax 68994085.35 234706353.29

Property tax 7527796.10 9928730.40

Urban maintenance and construction tax 1984035.04 4235765.07

education surcharge 845915.69 1910215.37

Local education surcharge 563479.01 1081322.37

Embankment protection fees 1868180.35 2497929.35

Total 81783491.54 254360315.85

Note: the tax and additional payment standards are detailed in Note IV. Tax.

37. Selling expense

Item Current amount Amount of previous period

Sales agency fee and commission 9153738.82 26587685.99

Employee benefits 3840229.00 9474880.74

142ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Item Current amount Amount of previous period

Entertainment expenses 1381173.87 3261755.78

Advertising expenses 4350998.80 2932966.45

Other 491454.62 480459.26

Total 19217595.11 42737748.22

38. Administrative expenses

Item Current amount Amount of previous period

Employee benefits 39755710.03 79343163.63

Agency fee 2752109.58 4027178.08

Entertainment expenses 2425452.83 2857097.54

Depreciation expense 2785592.23 2567845.33

Office expenses 1849010.18 2364940.64

Maintenance expenses 336048.95 985033.96

Office expenses 520782.12 496794.63

Other Amortization 481562.84 421749.41

water and electricity 359004.64 273581.21

Other 4493475.68 4970447.17

Total 55758749.08 98307831.60

39. Financial expenses

Amount of previous

Item Current amount

period

The interest payments 21696059.62 12247386.77

Minus: Capitalization of interest 21696059.62 12237466.31

Interest income 5315817.53 28863878.27

Exchange gains and losses -1384499.52 9320742.60

Minus: Capitalization of exchange gains

----

and losses

Commission charges and others 193170.02 1449724.20

Total -6507147.03 -18083491.01

40. Other income

With respect to

Current Amount of previous

Subsidies (other sources of revenue) assets /

amount period

Related to revenue

VAT deduction 67836.22 1483095.28 Related to revenue

Subsidies for job-for-training 86775.00 165000.00 Related to revenue

Additional deductions for input tax -- 11384.12 Related to revenue

Renovation of back streets and alleys around

-- 10000.00 Related to revenue

farmers' markets (public health fund)

Subsidies for keeping people in their jobs 162265.76 -- Related to revenue

Refund of procedure fee of personal income tax 225814.59 -- Related to revenue

Subsidies for assisting enterprises in obtaining

10000.00 -- Related to revenue

employment

Other 7111.62 -- Related to revenue

Total 559803.19 1669479.40

143ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

41. Investment Income

Current Amount of previous

Item

amount period

Long-term equity investment income calculated by the equity

-178240.64-105321.37

method

Dividend income from investments in other equity instruments 813960.00 692580.00

Yield on maturity of structured deposits 159619.01 1196580.44

Investment income from disposal of subsidiaries 161581081.50 --

Investment income from debt restructuring 2610128.30 --

Total 164986548.17 1783839.07

42. Income from changes in fair value

Amount of previous

The source of the fair value change income Current amount

period

Trading financial assets 8970031.50 11828130.44

43. Credit impairment loss (loss marked with "-")

Amount of previous

Item Current amount

period

Accounts receivable bad debt loss -3434265.84 -4433371.85

Other losses on receivable bad debts -5865350.35 -2362779.29

Bad debt losses on notes receivable 2783378.85 -999068.57

Total -6516237.34 -7795219.71

44. Impairment loss of assets (loss is marked with "-")

Amount of previous

Item Current amount

period

Losses from falling inventory prices -532397.57 268941.60

45. Income from asset disposal

Current Amount of previous

Item

amount periodGain on disposal of fixed assets (loss is marked with "-")) -- -8852.73

46. Non-operating income

Amount booked into

Amount of previous

Item Current amount current non-recurring

period

profits and losses

Compensation 1156843.63 -- 1156843.63

Penalty income 370000.00 1506996.67 370000.00

Other -- 210438.20 --

Income from sale of waste 7807.75 28700.00 7807.75

Total 1534651.38 1746134.87 1534651.38

144ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

47. Non-operating expenses

Amount booked into

Amount of

Item Current amount current non-recurring

previous period

profits and losses

Public welfare donation expenditure 306474.53 31464.96 306474.53

Loss of non-current assets damaged and

38481.9216439.2038481.92

scrapped

Penalty 50.00 85686.90 50.00

Other 133936.29 74538.68 133936.29

Total 478942.74 208129.74 478942.74

48. Income tax expenses

(1) Income tax expense details

Item Current amount Amount of previous period

Current income tax calculated according to the

-20528623.91125965276.65

tax law and relevant provisions

Deferred tax expense 86555081.26 -57160740.87

Total 66026457.35 68804535.78

(2) The relationship between income tax expense and total profit is listed as follows :(inapplicable items

can be deleted and "other" amounts should not be too large)

Item Current amount Amount of previous period

Profit total 215603328.30 286404205.51

Income tax expense at statutory (or applicable) rate (gross

53900832.0871601051.38

profit *25%)

Impact of different tax rates applied to certain subsidiaries 148585.06 -810905.02

Adjustment of income tax for the current period of the

-6828454.83-378391.66

previous period

The profits and losses of joint ventures and associated

44560.1626330.35

enterprises calculated by equity method

Tax-free income (marked with "-") -232317.56 -173145.00

Non-deductible costs expenses and losses 621871.15 563064.63

Take advantage of the tax impact of unrecognized deductible

losses and deductible temporary differences in previous -598646.13 -2131851.54

years (fill in with "-")

Tax effects of deductible losses and deductible temporary

18970027.42108382.64

differences are not recognized

Income tax expense 66026457.35 68804535.78

49. Notes for items in the statement of cash flows

(1) Receipt of other cash related to operating activities

Item Current amount Amount of previous period

Interest Income 5315817.53 39813057.28

Receivables and others 19283483.81 338784024.72

Total 24599301.34 378597082.00

145ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(2) Other cash payments related to operating activities

Item Current amount Amount of previous period

Charges 192970.02 1449724.20

Out-of-pockets expenses 28511217.46 50267187.02

Payables and others 44617346.03 231759408.78

Total 73321533.51 283476320.00

(3) Receipt of other cash related to investment activities

Item Current amount Amount of previous period

Financing products and etc. 114840380.99 797803419.53

(4) Other cash payments related to investment activities

Item Current amount Amount of previous period

Financing products and etc. -- 1300000000.00

(5) Receipt of other cash in connection with financing activities

Item Current amount Amount of previous period

Borrowings from subsidiary shareholders -- 193016852.52

fund from Linxijun employees -- 22800000.00

Total -- 215816852.52

50. Supplementary information to the statement of cash flows

(1) Supplementary information of the cash flow statement

Amount of

Additional information Current amount

previous period

1. Adjust net profit to cash flow from operating activities

Net profit 149576870.95 217599669.73

Plus: impairment loss on assets 532397.57 -268941.60

Credit impairment loss 6516237.34 7795219.71

Depreciation of Fixed Assets Depreciation of Usability Assets

Depreciation of Investment Real Estate Depreciation of Oil and Gas

28470523.1329162034.64

Assets Depreciation of Productive Biological Assets (Items not

applicable can be deleted)

Amortization of intangible assets 132855.25 --

Amortization of long-term prepaid expenses -- --

Loss on disposal of fixed assets intangible assets and other

716814.19240227.24

long-term assets (marked with "-" for gains)

Loss on the scrapping of fixed assets (marked with "-" for

--13451.61

income)

Loss from changes in fair value (marked with "-" for earnings) 38481.92 16439.20

Financial expenses (revenue marked with "-") -8970031.50 -11828130.44

Loss on investment (marked with "-" for income) 492336.21 450266.20

146ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Amount of

Additional information Current amount

previous period

Deferred tax assets decreased (marked with "-" for increase) -164986548.17 -1783839.07

Deferred tax liability increased (marked with "-" for decrease) 92983372.80 -57380478.73

Decrease in stock (marked with "-" for increase) -6428291.54 85543.83

Decrease of operating receivable items (marked with "-" for

-222176051.69-1600400189.74

increase)

Increase in operational payable items (marked with "-" for

-15439705.9279815735.11

decrease)

other -537235259.30 130530884.37

Net cash flow from operating activities -- --

2. Major investment and financing activities that do not involve

-675775998.76-1205952107.94

cash receipts and expenditures:

Debt to capital

A convertible corporate bond maturing within one year -- --

Leasing of fixed assets through financing -- --

3. Net changes in cash and cash equivalents: -- --

Ending balance of cash

Minus: Opening balance of cash 190365069.48 612293635.15

Plus: ending balance of cash equivalents 612293635.15 2669103926.82

Minus: Beginning balance of cash equivalents -- --

Net increase in cash and cash equivalents -- --

-421928565.67-2056810291.67

(2) Net cash received from disposal of subsidiaries and other business units in the current period

Item Current amount

Cash or cash equivalents received from disposal of subsidiaries in the

214862911.00

current period

Including: Shenzhen City Property Management Ltd. 196676700.00

Minus: Cash and cash equivalents held by the subsidiary on the date of

57467430.10

loss of control

Including: Shenzhen City Property Management Ltd. 57467430.10

Plus: Disposal of cash or cash equivalents received by the subsidiary in

--

the current period during the previous period

The net amount of cash received by the disposal subsidiary 157395480.90

(3) Composition of cash and cash equivalents

Item Ending balance Opening balance

1. Cash 190365069.48 612293635.15

Including: cash on hand 4549.61 12082.00

Bank deposits available for payment at any time 157360519.87 372181553.15

Other monetary fund readily available for payment 33000000.00 240100000.00

2. Cash equivalents -- --

Including: bond investments maturing within three months -- --

147ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Item Ending balance Opening balance

3. Closing cash and cash equivalents balance 190365069.48 612293635.15

Where: the parent company or a subsidiary of the group uses

----

restricted cash and cash equivalents

51. Assets whose ownership or use rights are restricted

Item Ending book value Reason for limitation

funds for the construction of public facilities in

Cash at bank and Cash Equivalent 5674439.78

and around the city of Longgang District

Cash at bank and Cash Equivalent 48315.48 Frozen by litigation

Accounts receivables 51138077.62 Pledge of short-term loans

Inventories 965000000.00 Land Mortgage for project development loan

Total 1021860832.88

52. Foreign currency monetary items

(1) Foreign currency monetary items

Ending Foreign Balance converted

Item Exchange rate

Currency Balance into CNY at the end

Monetary fund

Including: US dollar 14982.22 6.9646 104345.17

Hong Kong dollars 6387228.27 0.8933 5705711.01

Accounts receivable -

Including: US dollar 8000.00 6.9646 55716.80

Hong Kong dollars 4905150.10 0.8933 4381770.58

Prepayments -

Including: Hong Kong dollars 253.12 0.8933 226.11

Accounts payable -

Including: Hong Kong dollars 2000.00 0.8933 1786.60

Other payables -

Including: US dollar 11781.17 6.9646 82051.14

53. Government subsidies

The government subsidies accounted into the current profits and losses by the total amount method

Amount booked Amount booked Reporting items

into profit and into profit and Relating to

Subsidy Item species included in

loss in the loss for the assets/earnings

profit and loss

previous period current period

Related to

Tax subsidy Fiscal allotment 1494479.40 67836.22 Other Income

earnings

Related to

Employment subsidies Fiscal allotment 165000.00 86775.00 Other Income

earnings

Total 1659479.40 154611.22

148ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

VI. Changes to the scope of consolidation

1. Disposal of subsidiaries

(1)Reduction of subsidiaries from single disposal to loss of control

The difference

between the The

disposal price and goodwill The basis

the share of the associated The point for

Equity Disposal Percentage of Equity subsidiary's net with the

Name of at which determining

Price equity Disposal assets at the subsidiary

subsidiary control is the point of

disposal Method consolidated in the

lost loss of

financial statement Consolidate

control

level corresponding d Financial

to the disposal Statements

investment

The

completion

Shenzhen

Assignment of industrial

Property February

196676700.00 100.00 by and 161581081.49 --

Management 112022

agreement commercial

Co. Ltd

change

registration

Continued (1):

The method and The amount of other

The book The fair Gains/losses main comprehensive gains

The percentage of value of the value of the arising from assumptions for related to the equity

Name of shares remaining at remaining remaining the determining the investment of the

subsidiary the date of loss of equity at the equity at the re-measurem fair value of the Atomic Company

control date of loss date of loss ent at fair remaining equity transferred to the

of control of control value on the date of investment gains and

loss of control losses

Shenzhen

Property

------------

Management

Co. Ltd

2. Other

In 2022 the group cancelled a total of 3 subsidiaries and subsidiaries that had been revoked and had

no business namely Shenzhen Special Economic Zone Real Estate (Group) Guangzhou Property and

Estate Co. Ltd. QiLu Co. Ltd. and QiYi Development Co. Ltd..VII. Interest in other entities

VII. Interests in subsidiaries

(1) Composition of the Group

Principal

Registration Business Shareholding% Acquisition

Name place of

place nature

business Direct Indirect

method

Acquiring

Shenzhen City SPG Long Real estate through

Shenzhen Shenzhen 95.00 5.00

Gang Development Ltd. development establishment or

investment

149ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Principal

Registration Business Shareholding% Acquisition

Name place of

place nature Direct Indirect method business

Acquiring

American Great Wall Co. Real estate through

U.S. U.S. 70.00 --

Ltd development establishment or

investment

Acquiring

Shenzhen Petrel Hotel through

Shenzhen Shenzhen Hotel Services 68.10 31.90

Co. Ltd. establishment or

investment

Acquiring Installation

Shenzhen Zhen Tung through

Shenzhen Shenzhen and 73.00 27.00

Engineering Ltd. establishment or

maintenance

investment

Acquiring

Shenzhen City We Gen

through

Construction Management Shenzhen Shenzhen Supervision 75.00 25.00

establishment or

Ltd.investment

Mechanical & Acquiring

Shenzhen Lain Hua

Electrical through

Industry and Trading Co. Shenzhen Shenzhen 95.00 5.00

device establishment or

Ltd.installation investment

Acquiring Investment

Fresh Peak Enterprises through

Hong Kong Hong Kong and 100.00 --

Ltd. establishment or

management

investment

Acquiring Investment

through

Fresh Peak Holdings Ltd. Hong Kong Hong Kong and 100.00 --

establishment or

management

investment

Acquiring

Shenzhen City Shenfang Commercial through

Shenzhen Shenzhen 95.00 5.00

Free Trade Trading Ltd. trade establishment or

investment

Acquiring

Shenzhen City Shenfang through

Shenzhen Shenzhen Investment 90.00 10.00

Investment Ltd. establishment or

investment

Beijing fresh peak Acquiring

property development Real estate through

Beijing Beijing 75.00 25.00

management limited operation establishment or

company investment

Guangdong Jianbang Acquiring

Real estate

Group (Huiyang) Industrial Huizhou Huizhou 51.00 through business

operation

Co. Ltd. acquisition

Shenzhen Shenfang Acquired through

Real estate

Chuanqi Real Estate Shenzhen Shenzhen 100.00 establishment or

operation

Development Co. Ltd. investmen

Note:

* In consolidation scope there are five subsidiaries in “revoked but not cancelled” condition: Beijing

SPG Property Management Limited Guangzhou Huangpu Xicun real estate limited company Fresh

Peak Real Estate Dev. Construction (Wuhan) Co. Ltd. and Beijing Shenfang Property Management Co.

150ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Ltd. They are presented on the basis of discontinued operations; these four subsidiaries have made full

provision for impairment of debt for the companies outside the consolidation scope.* The cancelled revoked and closed subsidiaries of the Company that are not included in the scope

of consolidation are as follows:

Principal

Registration Business Shareholding% Acquisitio

Name place of

place nature Direct Indirect metho business

Acquiring through

Shenzhen Shenfang Department Commercial

Shenzhen Shenzhen 95.00 5.00 establishment or

Store Co. Ltd trade

investment

Acquiring through

Commercial

Paklid Limited Hong Kong Hong Kong 60.00 40.00 establishment or

trade

investment

Acquiring through

Bekaton Property Limited Australia Australia Real estate 60.00 -- establishment or

investment

Acquiring through

Canada Great Wall (Vancouver) Canada Canada Real estate -- 60.00 establishment or

investment

Acquiring through

Guangdong Fengkai County Lianfeng Fengkai Fengkai

Manufacturing -- 90.00 establishment or

Cement Manufacturing Co. Ltd. Guangdong Guangdong

investment

Acquiring through

Jiangmen Xinjiang Real Estate Co. Jiangmen Jiangmen

Real estate -- 90.91 establishment or

Ltd Guangdong Guangdong

investment

Acquiring through

Xi‘an Fresh Peak Property Trading Xi‘an

Xi‘an Shanxi Real estate -- 67.00 establishment or

Co. Ltd Shanxi

investment

Acquiring through

Building

Shenxi Limited Shenzhen Shenzhen 70.00 -- establishment or

Decoration

investment

Shenzhen Zhentong New Mechanical Acquiring through

Electromechanical Industry Shenzhen Shenzhen and electrical 95.00 5.00 establishment or

Development Co. Ltd. engineering investment

Shenzhen Real Estate Mechanical Acquiring through

Electromechanical Management Shenzhen Shenzhen and electrical 100.00 -- establishment or

Company Management investment

Acquiring through

Hotel

Shenzhen Nanyang Hotel Co. Ltd. Shenzhen Shenzhen 95.00 5.00 establishment or

Management

investment

Acquiring through

Shenzhen Kangtailong Industrial Industrial

Shenzhen Shenzhen -- 100.00 establishment or

Electric Cooker Co. Ltd. manufacturing

investment

Acquiring through

Shenzhen Longgang Henggang Industrial

Shenzhen Shenzhen -- 79.92 establishment or

Huagang Industrial Co. Ltd. Investment

investment

Note:

1. Shenzhen Shenfang Department Store Co. Ltd called a shareholder meeting on 29 October 2007

decided to terminate the business and establish a liquidation team to conduct the liquidation. The

liquidation team issued a liquidation report on 7 December 2007.

151ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

2. Paklid Limited Bekaton Property Limited and Canada Great Wall (Vancouver) were established by

the group abroad in the early years. On 13 December 2000 the group held a board meeting and

decided to liquidate these three companies. Bekaton Property Limited and Canada Great Wall

(Vancouver) have been winded up.

3. All assets from Guangdong Fengkai County Lianfeng Cement Manufacturing Co. Ltd. (including

tangible and intangible asset) were auctioned by the court on 22 January 2019 becoming a shell

company.

4. Shenxi Limited was a holding subsidiary of Shenzhen Tefa Real Estate Consolidated Services Co.

Ltd. which is a deregistered subsidiary of the group. By the Group‘s announcement ―The notice on the

merger of Shenzhen Zhen Tung Engineering Ltd and Shenxi Limited‖ (Shenfang [1997] No.19)

al businesses form Shenxi Limited were undertaken by Shenzhen Zhen Tung Engineering Ltd and

Shenxi Limited and were revoked on 8 February 2002.The group could no longer effectively control these invested companies which have not been included in

the consolidation scope were either been cancelled or ceased operation many years ago and were no

longer exist. According to ―Accounting Standard for Business Enterprises No. 33-Consolidated Financial

Statements‖ the group already accrued full amount of impairment for the book value of the net

investment in above companies which are not included in the consolidated scope.

(2) Material non-wholly owned subsidiaries

Proportion Profit or loss Dividend Balance of

ofownership allocated to declared to

non-controlling

Name interest held by non-controlling non-controlling

interests as at

non-controlling interests during shareholders

2021.12.31

interests % the year during the year

American Great Wall Co. Ltd 30.00 -129591.94 -- -22288410.51

Xinfeng Investment Co. Ltd. 45.00 513.70 -- -116179873.90

BARENIE CO.Ltd 20.00 -2405.08 -- -3892114.44

Guangdong Jianbang Group

49.00-4010451.30--424661628.82

(Huiyang) Industrial Co. Ltd.

(3 )Key financial information about material non-wholly owned subsidiaries

Ending balance

Name Non-current Current Non-current

Current assets Total assets Total liabilities

assets liabilities liabilities

American

Great Wall 157276.13 19242855.50 19400131.63 109489015.64 -- 109489015.64

Co. Ltd

Fresh Peak

investment 220030110.80 -- 220030110.80 254831542.93 -- 254831542.93

Ltd

BARENIE 1046.02 -- 1046.02 32920988.91 -- 32920988.91

CO.Ltd

Guangdong

Jianbang

Group 1468798461.17 5502260.78 1474300721.95 1489943392.55 53885.23 1489997277.78

(Huiyang)

Industrial

Co. Ltd.

152ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Continued(1):

Ending balance of the previous year

Name Non-current Non-current

Current assets Total assets Current liabilities Total liabilities assets liabilities

American Great

585669.0617615753.0718201422.1399105956.86--99105956.86

Wall Co. Ltd

Fresh Peak

4748.0736016.9040764.97258219487.07--258219487.07

investment Ltd

BARENIE

957.41--957.4132908874.92--32908874.92

CO.Ltd

Guangdong

Jianbang Group

(Huiyang) 1190571804.12 3795473.63 1194367277.75 1201698603.08 125920.77 1201824523.85

Industrial Co.Ltd.Continued(2):

Current amount Amount of previous period

Total Cash flows Cash flows

Name Total Operating comprehen from Operating from

Net profit Net profit comprehens

income sive operating income operating

ive income

income activities activities

Amer ica

n Great

477651.62-431973.10-431973.10-485720.61632524.86-284455.30-284455.30352837.90

Wall Co.Ltd

Fresh

Peak

--1141.561141.56----3056.24-3056.24-20.98

investme

nt Ltd

Baiwei

Real

---12025.38-12025.38----13464.76-13464.76-28.15

Estate

Co. Ltd.Guangdo

ng

Jianbang

Group

---8184594.48-8184594.48-158541081.30--6368214.03-6368214.03-748387911.00

(Huiyang

)

Industrial

Co. Ltd.

2. Interests in joint ventures or associates

(1) Summarised financial information of immaterial joint ventures and associates:

As at/Year ended As at/Year ended

Item

2022.12.312021.12.31

Joint ventures:

Aggregate carrying amount of investments -- --

Aggregate amount of share of -- --

Net profit -- --

Other comprehensive income -- --

Total comprehensive income -- --

Associates:

Aggregate carrying amount of investments 93927.67 272168.28

153ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

As at/Year ended As at/Year ended

Item

2022.12.312021.12.31

Aggregate amount of share of

Net profit -178240.64 -105321.37

Other comprehensive income -- --

Total comprehensive income -- --

(2) Excess loss from joint ventures or associates

Accumulated Unrecognized loss Accumulated

Investee unrecognized loss in (or share of net unrecognized loss as at

prior periods profit)for the year 2021.12.31

Shenzhen Fresh Peak property

2217955.89--2217955.89

consultant Co. Ltd

Note:

Shenzhen Fresh Peak property consultant Co. Ltd was established on 15 March 1993 with registered

capital of CNY 3000000. The group subscribed CNY 600000 (20% in total capital). As at 31

December 2021 the actual investment is CNY 600000 the Company has recognized long-term equity

invent lose for CNY 600000.VIII. Risk Management of Financial Instruments

The Group's main financial instruments include the monetary funds notes receivable other receivables

trading financial assets other current assets accounts receivable other equity instrument investments

accounts payable other payables short-term borrowing long-term payables. Details of the various

financial instruments are disclosed in the relevant notes. The risks associated with these financial

instruments and the risk management policies adopted by the Group to mitigate these risks are

described below. The management of the Group manages and monitors these exposures to ensure that

these risks are contained within the limits specified.

1. Risk management objectives and policies

The Group's goal in risk management is to strike an appropriate balance between risks and benefits

and strive to reduce the adverse impact of financial risks on the Group's financial performance. Based

on this risk management objective the Group has developed a risk management policy to identify and

analyze the risks faced by the Group set an appropriate acceptable risk level and design the

corresponding internal control procedures to monitor the risk level of the Group. The Group regularly

reviews these risk management policies and the relevant internal control systems to adapt to market

conditions or changes in the Group's business activities. The Group's internal audit department also

regularly or randomly checks whether the implementation of the internal control system complies with

the risk management policy.The main risks arising from the Group's financial instruments are credit risk liquidity risk market risk

(including exchange rate risk interest rate risk and commodity price risk).The Board of Directors is responsible for planning and establishing the Group's risk management

structure formulating the Group's risk management policies and relevant guidelines and overseeing the

implementation of risk management measures. The Group has developed risk management policies to

identify and analyze the risks faced by the Group. These risk management policies clearly stipulate

specific risks covering market risk credit risk liquidity risk management and many other aspects. The

154ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Group regularly evaluates changes in the market environment and the Group's business activities to

determine whether to update its risk management policies and systems.The Group diversifies the risks of financial instruments through appropriate diversification of its portfolio

of investments and businesses and reduces the risk of concentration in a single industry a specif ic

region or a specific counterparty through the development of appropriate risk management policies.

(1) Credit risk

Credit risk refers to the risk of financial loss to the Group result ing from the failure of the counterparty to

fulfill its contractual obligations.The Group manages credit risks according to portfolio classification. Credit risks mainly arise from bank

deposits notes receivable accounts receivable other receivables.The Group's bank deposits are mainly held in state-owned banks and other large and medium-sized

listed banks (or mainly in financial institutions with good reputations and high credit ratings) and the

Group does not expect that the bank deposits will pose a significant credit risk.For notes receivable accounts receivable other receivables and long-term receivables the Group sets

policies to control credit risk exposure. The Group evaluates customers' credit qualifications and sets

credit periods based on their financial status credit history and other factors such as current market

conditions. The Group will regularly monitor the credit records of customers. For customers with poor

credit records the Group will use written methods to urge payment shorten the credit period or cancel

the credit period to ensure that the overall credit risk of the Group is within a controllable range.The debtors of the Group's accounts receivable are customers distributed in different industries and

regions. The Group continuously conducts credit assessments on the financial posit ion of accounts

receivable and where appropriate takes out credit guarantee insurance.The maximum credit risk exposure of the Group is the carrying amount of each financial asset on the

balance sheet. The Group does not provide any other security which may expose the Group to a credit

risk.Of the Group's accounts receivable the accounts receivable of the top five customers account for 55.65%

of the Group's total accounts receivable (in 2021: 56.87%); Among other receivables of the Group other

receivables from the top five companies in arrears amount to 58.72% (2021: 63.70%) of the total

amount of other receivables of the Group.

(2) Liquidity risk

Liquidity risk refers to the risk that the Group will encounter a shortage of funds when fulf illing its

obligations to settle by delivering cash or other financial assets.In managing liquidity risks the Group maintains and monitors cash and cash equivalents deemed

sufficient by the management to meet the operational needs of the Group and to reduce the impact of

cash flow fluctuations. The Group's management monitors the use of bank borrowings and ensures

compliance with borrowing agreements. It also secured a commitment from major financial institutions

to provide adequate standby funds to meet short - and long-term funding needs.

155ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

The Group finances its working capital through funds generated from its operations and bank and other

borrowings. As at 31 December 2022 the Group's unutilized bank loan amount is CNY 439.71 million

(31 December 2021: CNY 0 million).

At the end of the period the maturity analysis of the financial assets financial liabilities and off -balance

sheet guarantee items held by the Group according to the undiscounted remaining contract cash flow is

as follows (unit: CNY 10000) :

Ending balance

Item Within one One to Five More than five

Total

year years years

Financial liabilities:

Short-term loans 5113.81 5113.81

Notes payable 42478.79 42478.79

Accounts payable 56761.54 56761.54

Interest payables 618.88 618.88

Other payables 5426.10 5426.10

Liabilities held for sale 5.39 5.39

Guarantees for client 40158.39 40158.39

Total financial liabilities and

150562.90150562.90

contingent liabilities

At the beginning of the period the maturity analysis of the financial assets financial liabilit ies and off -

balance sheet guarantee items held by the Group according to the undiscounted remaining contract

cash flow is as follows (unit: CNY 10000) :

Ending balance of the previous year

Item Within one More than five

One to Five years Total

year years

Financial liabilities:

Short-term loans 5044.01 -- -- 5044.01

Accounts payable 24737.64 -- -- 24737.64

Interest payables 14144.76 -- -- 14144.76

Other payables 1653.53 -- -- 1653.53

Long-term payables 56484.21 -- -- 56484.21

Guarantees for client 5791.56 783.69 -- 6575.25

Liabilities held for sale 39237.82 -- -- 39237.82

Total financial liabilities and -- 147877.22

contingent liabilities 147093.53 783.69

The amount of financial liabilities disclosed in the above table is undiscounted contractual cash flows

and may be different from the carrying amount on the balance sheet.The maximum amount of a guarantee contract that has been signed does not represent the amount to

be paid.

156ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(3) Market risks

The market risk of financial instruments refers to the risk that the fair value or future cash flow of

financial instruments will fluctuate due to market price changes including interest rate risk exchange

rate risk and other price risks.Interest rate risk

Interest rate risk refers to the risk that the fair value of a financial instrument or future cash flow will

fluctuate due to changes in market interest rates. Interest rate risk can arise from recognized interest-

bearing financial instruments and from unrecognized financial instruments (such as certain loan

commitments).The interest rate risk of the Group mainly arises from long-term bank borrowings. Floating interest rate

financial liabilities expose the Group to cash flow interest rate risk while fixed interest rate financial

liabilit ies expose the Group to fair value interest rate risk. The Group determines the relative proportion

of fixed and floating rate contracts based on prevailing market conditions and maintains an appropriate

mix of fixed and floating rate instruments through regular review and monitoring.During the report ing period the Group operates by its own working capital. As at 31 December 2022

the Group has no financial liabilities with fixed or floating interest rate such as bank loan. Therefore the

Group believes that the interest rate risk is insignificant

Currency risk

The term "exchange rate risk" refers to the risk that the fair value of a financial instrument or future cash

flow will fluctuate due to changes in foreign exchange rates. Exchange rate risk can arise from financia l

instruments denominated in a foreign currency other than the standard currency.Exchange rate risk is mainly the Group's financial position and cash flows are affected by foreign

exchange rate fluctuations. In addition to the subsidiary established in Hong Kong holding assets in

Hong Kong dollar as the settlement currency only a small amount of Hong Kong market investment

business the group's foreign currency assets and liabilities accounted for the overall assets and

liabilit ies of the proportion is not significant. Therefore the Group believes that the exchange rate risk is

not significant.

2. Capital management

The objective of the Group's capital management policy is to ensure that the Group can continue as a

going concern thereby providing a return to shareholders and benefiting other stakeholders while

maintaining an optimal capital structure to reduce the cost of capital.In order to maintain or adjust its capital structure the Group may adjust its financing method adjust the

amount of dividends paid to shareholders return capital to shareholders issue new shares and other

equity instruments or sell assets to reduce its debt.The Group monitors the capital structure on the basis of the debt-to-asset ratio (i.e. total liabilities

divided by total assets). As at 31 December 2022 the Group's liability to asset ratio was 24.66% (31

December 2021: 31.62%).

157ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

IX. Fair value

The level in which fair value measurement is categorised is determined by the level of the fair value

hierarchy of the lowest level input that is significant to the entire fair value measurement. The levels are

defined as follows:

Level 1 inputs: unadjusted quoted prices in active markets that are observable at the measurement date

for identical assets or liabilities.Level 2 inputs: inputs other than Level 1 inputs that are either directly or indirect ly observable for

underlying assets or liabilities.Level 3 inputs: inputs that are unobservable for underlying assets or liabilities.

(1) Items and amounts measured at fair value

At the end of the period the assets and liabilities measured at fair value are listed as follows according

to the above three levels :

The second The first level of The third level of

level of fair

Item fair value fair value Total

value

measurement measurement

measurement

I.Recurring fair value

measurement

(1) Trading financial assets 408154361.42 -- -- 408154361.42

(2) Investment in other equity

----13839235.5713839235.57

instruments

Total assets measured at fair

408154361.42-13839235.57421993596.99

value on a recurring basis

(2) Quantification information of important unobservable input values used in the third level of fair value

measurement

Ending fair Valuation The input value cannot Range (weighted

Within the capacity

value techniques be observed mean)

Equity instrument

investment::

Net asset Book value of net assets

Non-listed equity 13839235.57 N/A method with discount of liquidity

investments:

(3) Items and amounts that are not measured at fair value but disclose their fair value

The financial assets and financial liabilities of the Group measured at amortized cost mainly include

monetary funds notes receivable accounts receivable other receivables short-term borrowings notes

payable accounts payable other payables etc.Except for the following financial assets and financial liabilities the carrying value of other financial

assets and financial liabilities which are not measured at fair value varies very little from fair value.X. Related parties and related party transactions

1. Information about the parent of the Group

158ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Registered Percentage of

Registration Business Shareholding

Name capital voting

place nature percentage %

(CNY0000) rights %

Investment

Shenzhen

Shenzhen Investment real estate

Guangdong 2800900.00 55.78 55.78

Holdings Co. Ltd. development

province

guarantee

The ultimate controlling party of the Group is State-owned Assets Supervision and Management

Commission of Shenzhen Municipal People‘s Government.In the reporting period the changes in the registered capital of the parent company are as follows:

Opening balance Accrued during the year Decreased during the year Ending balance

2800900.00----2800900.00

2. Information about the subsidiaries of the Group

For information about the subsidiaries of the Group refer to NoteⅦ.1

3. Information about the joint ventures and associates of the Group

For information about the joint ventures and associates of the Group refer to NoteⅦ.2

4. Information on other related parties

Name Related party relationship

Shenzhen Jian ?an Group Co. Ltd. Both controlled by the parent company

Shenzhen Dongfang New world store Co.Participating stock companies

Ltd.Not included in Consolidated Financial Statements‘ Subsidiary that

Shenxi Limited

had been terminated its licenses by law but not cancellation

Shenzhen Zhentong New Electromechanical Not included in Consolidated Financial Statements‘ Subsidiary

Industry Development Co. Ltd. (Long-term without operation)

Not included in Consolidated Financial Statements‘ Subsidiary that

Shenzhen Nanyang Hotel Co. Ltd.had been terminated its licenses by law but not cancellation

Shenzhen Real Estate Electromechanical Not included in Consolidated Financial Statements‘ Subsidiary that

Management Company had been terminated its licenses by law but not cancellation

Shenzhen Longgang Henggang Huagang Not included in Consolidated Financial Statements‘ Subsidiary that

Industrial Co. Ltd. had been terminated its licenses by law but not cancellation

Guangzhou Bobi Enterprise Management Shareholder of Guangdong Jianbang Group (Huiyang) Industrial

Consulting Co. Ltd. Co. Ltd.Directors Supervisors CFO and Board

Key management personnel

secretary

Shenzhen Property Management Co. Ltd. Both controlled by the parent company

Guoren Property Insurance Co. Ltd. Both controlled by the parent company

Shenzhen Water Planning & Design Institute

Both controlled by the parent company

Co. Ltd.Shenzhen General Institute of Architectural

Both controlled by the parent company

Design and Research Co. Ltd.

159ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

5. Transactions with related parties

(1) Purchases/sales

* Purchase of goods/receiving of services

Nature of Amount of previous

Related party Current amount

transaction period

Foundation pit support

Shenzhen Water Planning & Design

design of Shenfang 554056.60 --

Institute Co. Ltd.Guangmingli project

Construction

Shenzhen General Institute of

engineering design of

Architectural Design and Research Co. 5329811.33 --

Shenfang

Ltd.Guangmingli project

Guoren Property Insurance Co. Ltd. Insurance services 283018.87 --

Shenzhen Property Management Co.Property service 11530169.32 --

Ltd.Shenzhen Shenfang Property Cleaning

Cleaning service 459622.70 --

Co. Ltd.Shenzhen Property Management Co.Property service 2.668.895.66 --

Ltd. Shantou branch

Elevator

Shenzhen RongHua JiDian Co. Ltd -- 1329886.76

maintenance

* Sales of goods/rendering of services

Nature of Amount of previous

Related party Current amount

transaction period

Shenzhen Jian'an Group Co. Ltd. Decoration services -- 7614678.90

Shenzhen RongHua JiDian Co. Ltd Property Services -- 68772.00

Guoren Property Insurance Co. Ltd. Leasing services 812102.75 --

Shenzhen Property Management Co.Leasing services 4290671.33 --

Ltd.Shenzhen Shenfang Property Cleaning

Leasing services 37142.83 --

Co. Ltd.

(2) Lease

* The Group acts as the lessor

Rental income

Rental income recognized

Name of the lessee Types of leased assets recognized in the current

in the previous period

period

Shenzhen Property

Management Co. Buildings 4290671.33 --

Ltd.Shenzhen Shenfang

Property Cleaning Buildings 37142.83 --

Co. Ltd.Guoren Property

Buildings 812102.75 --

Insurance Co. Ltd.

160ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(3) Funding from related party

Amount of

Related party Inception date Maturity date Note

funding

Funds received

The principal of the loan

was repaid on 22

Shenzhen Investment 22 December

16535277.94 9 November 2006 December 2016 and the

Shareholding Co. Ltd 2016

remaining amount is

interest payable.Guangzhou Bopi The amount of interest to

Enterprise Management 170979386.21 20 May 2020 20 May 2023 be charged is CNY

Consulting Co. Ltd. 32285879.29

Note: at the end of the reporting period the balance of interest on loan to Shenzhen Investment Holding

Co. Ltd. is CNY 16535277.94 and the amount of principal and interest payable to Guangzhou Bopi

Enterprise Management Consulting Co. Ltd. is CNY 203265265.50.

(4) Assets Transfer and debt restructuring

Amount of

Related party Nature of transaction Current amount

previous period

Shenzhen Guomao Real Estate

Transfer the property company 196676700.00 --

Management Co. Ltd.

(5) Remuneration of key management personnel

The Group has 10 key management personnel in 2021 and 13 key management personnel in 2020.Information about remuneration is as follows:

Current amount Amount of previous period

Item(In ten thousand) (In ten thousand)

Remuneration of key management personnel 812.36 844.64

(6)In order to encourage the core employees of the group to share the operating results of the

market-oriented projects with the company share the operating risks stimulate the endogenous

motivation of improving efficiency and increasing benefits enhance the efficiency of asset management

and realize the preservation and appreciation of the value of state-owned assets the company has

formulated the "Management Measures for Investment From the Staff of Shenfang Group Linxi Jun

Project". According to the above-mentioned management measures the related party transactions will

form a joint investment with some directors supervisors and senior executives of the company. As of 31

December 2022 the company's directors supervisors and senior executives had invested a total of

CNY 8.95 million.

6. Receivables from and payables to related parties

(1) Receivables from related parties

161ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Ending balance Ending balance of previous year

Provision for Provision for

Item Related party bad and bad and

Book value Book value

doubtful doubtful

debts debts

Shenzhen Fresh Peak

Accounts

property consultant Co. 1201345.82 1201345.82 1118383.88 1118383.88

receivable

Ltd

Guangdong Province

Other

Huizhou Luofu Hill 10465168.81 10465168.81 10465168.81 10465168.81

receivables

Mineral Water Co. Ltd

Shenzhen Runhua

Other

Automobile Trading Co. 3072764.42 3072764.42 3072764.42 3072764.42

receivables

Ltd

Other Canada GreatWall

89035748.0789035748.0789035748.0789035748.07

receivables (Vancouver) Co. Ltd

Other Australia Bekaton

12559290.5812559290.5812559290.5812559290.58

receivables Property Limited

Other

Bekaton Property Limited 18689545.58 18870785.54 18689545.58 18870785.54

receivables

Shenzhen Shenfang

Other

Department Store Co. 237648.82 237648.82 237648.82 237648.82

receivables

Ltd.Other Shenzhen RongHua

475223.46475223.46475223.46475223.46

receivables JiDian Co. Ltd

Xi‘an Fresh Peak property

Other

management& Trading 8419205.19 8419205.19 8419205.19 8419205.19

receivables

Co. Ltd

Shenzhen Shenxi

Other

Architectural Decoration 7660529.37 7660529.37 7660529.37 7660529.37

receivables

Company

Other Shenzhen Jian'an Group

3168721.003168721.003168721.003168721.00

receivables Co. Ltd.

(2)Payables to related parties

Ending

Item Related party Ending balance balance of

previous year

Interest payables Shenzhen Investment Shareholding Co. Ltd 16535277.94 16535277.94

Accounts payable Shenzhen Jian'an Group Co. Ltd. 10654310.21 25576607.95

Accounts payable Shenzhen Property Management Co. Ltd. 11053366.80 --

Other payables Shenzhen Dongfang New world store Co. Ltd 902974.64 902974.64

Guangdong Province Fengkai Lain Feng Cement

Other payables 1867348.00 1867348.00

Manufacturing Co. Ltd.Shenzhen Real Estate Electromechanical

Other payables 14981420.99 14981420.99

Management Company

Shenzhen Zhentong New Electromechanical

Other payables 8310832.50 8827940.07

Industry Development Co. Ltd.Other payables Shenzhen Shenfang Department Store Co. Ltd. 639360.38 639360.38

Shenzhen Longgang Henggang Huagang

Other payables 165481.09 165481.09

Industrial Co. Ltd.Interest payables Shenzhen Investment Shareholding Co. Ltd 203345881.60 193016852.52

162ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

XI. Commitments and contingencies

1. Significant commitments

(1) Capital commitments

Capital commitments entered into but not

Ending balance Ending balance of previous year

recognized in the financial statements

Material sales or purchases contracts 328654477.52 475137087.80

As at 31 December 2022 there is no other commitment to be disclosed.

2. Contingencies

(1) Contingent liabilities arising from pending arbitration and pending litigation and related financial

impact

Amount of the

Appellate Progress of

Plaintiff Defendant Case object of

court cases

action

Xi'an Commercial

Xi‘an Fresh Peak and Trade Investment CNY 36.62

Shaanxi Higher

Holding limited Commission Xi'an compensation million and Pending

People's Court

company Commerce and disputes interest

Tourism Co. Ltd.Xi‘an Fresh Peak Holding limited company (hereinafter referred to as ―Fresh Peak Company‖ ) was

Sino-foreign joint venture set up in Xi‘an. Among them Fresh Peak Enterprise Co. Ltd made 67% of the

shares in cash. Xi‘an Trade Building a company directly under the Xi'an Commercial and Trade

Commission (hereinafter referred to as "Xi'an C&T Commission") invested 16% of the shares in land

use rights. Hong Kong Dadiwang Industrial Investment Company holds 17% of the shares. The core

business was property development. And the project was Xi‘an Trade Building. The project was started

on 28 November 1995. But the project had been stopped in 1996 because of the two parties‘ differences

on the operating policy of the project. In 1997 the Xi‘an government withdrew the Xi'an Fresh Peak

investment project compulsively and assigned the project to Xi‘an Business Tourism Co. Ltd

(hereinafter referred to as ―Business Tourism Company‖ ). But two parties had insulted a lawsuit on

compensation. The ShanXi Province High Peoples Court made a judgement ―(2000) SJ-CZ No.25‖ . The

judgement was as follows: 1. Business Tourism Company had to pay for the compensation CNY 36620

thousand to Xi‘an Fresh Peak Company after the judgment entering into force. If the Business Tourism

Company failed to pay in time it had to pay double debt interests to Xi‘an Fresh Peak Company. 2.Xi‘an Joint Commission on Commerce had jointly and severally obligation of the interests of the

compensation.By auctioning assets of Business Tourism Company the amount of CNY 15201000.00 had been called

back. The company has obtained new property clues submitted an application for resumption of

execution this case is still pending until 31 December 2022.As at 31 December 2022 the book value of the long-term equity investment of Xi‘an Fresh Peak

Company is CNY 32840729.61. The book balance of assets was CNY 8419205.19. Both have been

taken full provision for impairment loss

163ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Amount of

Appellate Progress of

Plaintiff Defendant Case the object of

court cases

action

Huizhou Mingxiang

Economic The principal

Information Bill amount is

Consulting Co. Ltd.Guangdong Jianbang payment Huiyang CNY

Huizhou Huiyang

Group (Huiyang) claim District 177151400 Unsentenced

Hongfa Industry and

Industrial Co. Ltd. dispute People's Court with interest

Trade Co. Ltd.litigation of CNY

Huizhou

2848200

Jinlongsheng

Industrial Co. Ltd.Guangdong Jianbang Group (Huiyang) Industrial Co. Ltd.(hereinafter referred to as "JianbangCompany") is a subsidiary of the Group holding 51% of the shares. Because Jianbang Company was

unable to honor the commercial acceptance bill due in January 2022 with a total amount of CNY

177151400.00 the plaintiff company filed a lawsuit against the Huiyang District People's Court for the

dispute of bill payment claim. At present the court has not yet ruled. Shenfang Group and Jianbang are

negotiating a package solution with the plaintiff.Contingent liabilities arising from guarantee provided to

other entities and related financial effects.

(2) Contingent liabilities arising from guarantee provided to other entities and related financial effects

As at 31 December 2022 the Group provides commercial housing purchaser with guarantees at CNY

401583900.00 for the following loans:

Amount (In ten

Item Duration Note

thousand)

Until the Premises Permit mortgage

ShangLin Building 107.49

registration is finished and in bank custody

Until the Premises Permit mortgage

Shengfang CuiLin Building 2174.37

registration is finished and in bank custody

ChuanQi DongHu Building (Former Until the Premises Permit mortgage

1820.33

DongHuDiJing Building) registration is finished and in bank custody

Until the Premises Permit mortgage

TianYue Bay 36056.20

registration is finished and in bank custody

Total 40158.39(3) Other contingencies(Not including contingent liabilities that are highly unlikely to result in anoutflow of economic benefits from the business)

For information about contingency of joint venture or joint venture investment refer to Note VII 2. (2).As at 31 December 2022 there is no other contingency to be disclosed.XII. Post balance sheet date events

1. Profit appropriations plans after the balance sheet date

The company intends to pay a cash dividend of CNY 0.61(including tax) totaling CNY60699600.00 to

all shareholders on 61711260.00 shares as at 31 December 2022.

164ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

XIII. Other significant items

1. Termination of operation

Amount of previous

Item Current amount

period

Income from Termination of Operations (A) 24974689.94 163141074.63

Less: termination expenses (B) 11143092.65 160034977.84

Gross profit from terminated operations (C) 12867988.21 4470327.62

Minus: Income tax expense for termination of

3222830.801123400.14

operations (D)

Net profit from operating activities (E=C-D) 9645157.41 3346927.48

Impairment loss on assets/(reverse) (F) -- --

Gross disposal proceeds (G) -- --

Disposal of related income tax expense (H) -- --

Net profit on disposal (I= g-h) -- --

Net profit from terminated operations (J=E+F+I) 9645157.41 3346927.48

Including: profit from terminated operations

9645157.413346927.48

attributable to shareholders of the parent company

Termination profit attributable to minority

----

shareholders

Net cash flow from operating activities -7047804.38 -3487467.47

Net cash flow from investment activities -5980.00 -528491.28

Net cash flow from financing activities -- --

Note: The above items are the financial data of Shenzhen Property Management Co. Ltd. Ltd. in

January 2022.XIV. Notes for main items in the parent company's financial statements

1. Accounts Receivable

(1) Disclosed by aging

Aging Ending balance Ending balance of previous year

Within one year 12426543.02 9893622.09

One to two years -- --

Two to three years -- --

More than three years 9653566.27 9710249.94

Subtotal 22080109.29 19603872.03

Less: bad debt provision 10373431.08 9895586.10

Total 11706678.21 9708285.93

165ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(2) Disclosed by categories

Ending balance

Item Book balance Bad debt provision

Provision Book value

Amount Proportion Amount

proportion

Bad debt provisions made on

10020587.9145.3810020587.91100.00--

an individual basis

Bad debt provisions made on

12059521.3854.62352843.172.9311706678.21

a combination basis

Including:

Receivables from related

parties within consolidated 5002657.79 22.66 -- -- 5002657.79

scope

Receivables from other

7056863.59 31.96 352843.17 5.00 6704020.42 customers

Total 22080109.29 100.00 10373431.08 46.98 11706678.21

Continued:

Ending balance of previous year

Item Book balance Bad debt provision

Provision Book value

Amount Proportion Amount

proportion

Bad debt provisions made on

9649415.2049.229649415.20100.00--

an individual basis

Bad debt provisions made on

9954456.8350.78246170.902.479708285.93

a combination basis

Including: -- -- -- -- --

Receivables from related

parties within consolidated 5031038.74 25.67 -- -- 5031038.74

scope

Receivables from other

4923418.09 25.11 246170.90 5.00 4677247.19 customers

Total 19603872.03 100.00 9895586.10 50.48 9708285.93

Bad debt provision made on an individual basis:

Ending balance

Item Expected credit Reason

Book balance Bad debt provision

loss rate (%)

long-term accounts

Uncollected is

receivable from property 10020587.91 10020587.91 100.00

expected

sales

Continued:

Ending balance of previous year

Item Expected credit Reason

Book balance Bad debt provision

loss rate (%)

long-term

accounts Uncollected is

9649415.209649415.20100.00

receivable from expected

property sales

166ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Bad debt provision made on a combination basis:

Combined withdrawal item: related parties in consolidation scope

Ending balance Ending balance of previous year

Aging Expected Expected Accounts Bad debt Accounts Bad debt

credit loss credit loss

receivable provision receivable provision

rate (%) rate (%)

Within 1 year 5002657.79 -- -- 5031038.74 -- --

Combined withdrawal item: receivables from other customers

Aging Ending balance Ending balance of previous year

Expected Expected

Accounts Bad debt Accounts Bad debt

credit loss credit loss

receivable provision receivable provision

rate (%) rate (%)

Within 1 year 7056863.59 352843.17 5.00 4923418.09 246170.90 5.00

(3) Additions recoveries or reversals of provision for the current period

Bad debt provision

Opening balance 9895586.10

Additions 477844.98

Recoveries or reversals --

Written-off --

Other --

Ending balance 10373431.08

(4) The top five units with the ending balance of accounts receivable collected by the debtor

% of the total

Accounts receivable Bad debt provision

Name of the entity closing balance of

The ending balance The ending balance

accounts receivable

Shenzhen Petrel Hotel Co. Ltd. 5002657.79 22.66 --

Daxing Automotive parts Co. Ltd. 2029665.76 9.19 2029665.76

Shenzhen Xinfeng Real Estate

1201345.825.441201345.82

Consulting Co. Ltd.Weidong Wang 1200000.00 5.43 1200000.00

Guodong Wang 900761.86 4.08 900761.86

Total 10334431.23 46.80 5331773.44

2. Other receivables

Item Ending balance Ending balance of previous year

Interest receivable --

Dividends receivable 39222722.88 --

Other receivables 1672657609.57 1587300891.76

Total 1711880332.45 1587300891.76

167ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

(1) Dividends receivable

Name of the invested entity Ending balance Ending balance of previous year

Shenzhen City SPG Long Gang Development Ltd. 39222722.88 --

Subtotal 39222722.88 --

Less: bad debt provision -- --

Total 39222722.88 --

At the end of the period the Group has no significant dividends receivable with an account age of more

than 1 year.

(2) Other receivables

Disclosure by aging

Aging Ending balance Ending balance of previous year

Within 1 year 347340209.70 568919874.78

1 to 2 years 475880860.11 209903464.26

2 to 3 years 105934643.85 78698092.26

More than 3 years 1544673561.96 1522297306.33

Subtotal 2473829275.62 2379818737.63

Less: bad debt provision 801171666.05 792517845.87

Total 1672657609.57 1587300891.76

Disclosure by nature

Ending balance Ending balance of previous year

Item Bad debt Bad debt

Book balance Book Value Book balance

provision provision Book Value

Other receivables

from the collecting

61133.60--61133.60203659.15--203659.15

and paying on

behalf

Other receivables

from other 7106322.88 3506320.84 3600002.04 4801159.55 4056565.36 744594.19

customers

Other receivables

from related 137686536.98 137686536.98 -- 137211313.52 137211313.52 --

parties

Other receivables

in consolidation 2328975282.16 659978808.23 1668996473.93 2237602605.41 651249966.99 1586352638.42

scope

Total 2473829275.62 801171666.05 1672657609.57 2379818737.63 792517845.87 1587300891.76

Bad Debt Provision

At the end of the period bad debt provision at the first stage:

Expected

credit loss rate Bad debt

Types Book balance Book value Reason

over the next provision

12 months (%)

Bad debt provisions

made on an individual -- -- -- --

basis

168ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Expected

credit loss rate Bad debt

Types Book balance Book value Reason

over the next provision

12 months (%)

Bad debt provisions

made on a combination 3839962.00 4.66 178826.36 333641.16

basis

Other receivables from

the collecting and 39400.00 -- -- 39400.00

paying on behalf

Other receivables from

21733.60----21733.60

other customers

Other receivables from

3778828.404.73178826.363600002.04

related parties

Total 3839962.00 4.66 178826.36 3661135.64

At the end of the period bad debt provision at the second stage:

Expected credit

loss rate over Bad debt

Types Book balance Book value Reason

the next 12 provision

months (%)

Bad debt provisions made Could be

--------

on an individual basis uncollectible

Bad debt provisions made Could be

2328975282.1628.34%659978808.231668996473.93

on a combination basis uncollectible

Other receivables in Could be

2328975282.1628.34%659978808.231668996473.93

consolidation scope uncollectible

Could be

Total 2328975282.16 28.34% 659978808.23 1668996473.93

uncollectible

At the end of the period bad debt provisions at the third stage:

Expected

credit loss rate Bad debt

Types Book balance Book value Reason

over the next provision

12 months (%)

Bad debt provisions

made on an individual -- -- -- --

basis

Bad debt provisions 141014031.46 100.00 141014031.46 --

made on a combination

basis

Other receivables from Could be

137686536.98100.00137686536.98--

other customers uncollectible

Other receivables from Could be

3327494.48100.003327494.48--

related parties uncollectible

Could be

Total 141014031.46 100.00 141014031.46 --

uncollectible

169ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

At the end of previous period bad debt provision at the first stage:

Expected credit

loss rate over Bad debt

Types Book balance Book value Reason

the next 12 provision

months (%)

Bad debt provisions

made on an individual -- -- -- --

basis

Bad debt provisions

made on a combination 987442.51 3.97 39189.17 948253.34

basis

Other receivables from

--------

government

Other receivables from

the collecting and paying 203659.15 -- -- 203659.15

on behalf

Other receivables from

783783.365.0039189.17744594.19

other customers

Total 987442.51 3.97 39189.17 948253.34

At the end of previous period bad debt provisions at the second stage:

Expected

credit loss

Bad debt

Types Book balance rate over the Book value Reason

provision

next 12

months (%)

Bad debt provisions made

--------

on an individual basis

Bad debt provisions made Could be

2237602605.4129.10651249966.991586352638.42

on a combination basis uncollectible

Other receivables in Could be

2237602605.4129.10651249966.991586352638.42

consolidation scope uncollectible

Total 2237602605.41 29.10 651249966.99 1586352638.42

At the end of previous period bad debt provisions at the third stage:

Expected credit

Bad debt

Types Book balance loss rate over Book value Reason

provision

entire duration (%)

Bad debt provisions

made on an individual -- -- -- --

basis

Bad debt provisions --

made on a combination 141228689.71 100.00 141228689.71

basis

receivables from other Could be

4017376.19100.004017376.19--

customers uncollectible

receivables from related Could be

137211313.52100.00137211313.52--

parties uncollectible

Total 141228689.71 100.00 141228689.71 --

Bad debt provisions in the current period

170ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

The first stage The second stage The third stage

Expected Expected credit losses Expected credit loss

Bad debt provision credit losses over the entire duration over the entire duration Total

over the next (no credit impairment (credit impairment has

12 months occurred) occurred)

Balance as at

39189.17651249966.99141228689.71792517845.87

December 31 2021

The opening balance

--------

in the current period

Shift to the second

--------

stage

Shift to the third

--------

stage

Turn back to the

--------

second stage

Turn back to the first

--------

stage

Current period 139637.19 139637.19

Current roll-back -- -- 214658.25 214658.25

Current Resale -- -- -- --

This verification -- -- -- --

Other changes -- -8728841.24 -- -8728841.24

Balance as of

178826.36659978808.23141014031.46801171666.05

December 31 2021

Note:Other changes were mainly due to the exchange rate movements.The top five units of ending balance of other receivables

Proportion of total Ending balance Ending

Nature of other ending balance of

Name of the entity of other Aging balance of bad

receivables other receivables

receivables debt provision

(%)

Huafeng Real Estate Receivables from 756160642.87 1 to 3 years more 30.57 --

Devepment Co. Ltd subsidiary than 3 years

Guangdong Jianbang

Receivables from

Group (Huiyang) Industrial 766912600.18 Within 2 years 31.00 --

subsidiary

Co. Ltd.Xinfeng enterprise Limited. Receivables from 523734882.60 Within 2 years 21.17 508377320.74

subsidiary more than 5 years

American Great Wall Co. Receivables from 103231257.70 More than 5 years 4.17 103231257.70

Ltd. subsidiary

Xinfeng Real Estate Co. Receivables from 90213483.43 Within 3 years 3.65 --

Ltd. subsidiary

Total 2240252866.78 90.56 611608578.44

171ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

3. Long-term equity investment

Ending balance Ending balance of previous year

Item

Book balance Impairment loss The book value Book balance Impairment loss The book value

Invest in subsidiaries 1716020833.00 133839271.15 1582181561.85 1735224157.90 152839271.15 1582384886.75

Investment in joint ventures 9455465.38 9455465.38 -- 9455465.38 9455465.38 --

Invest in associated enterprises 2616307.84 2522380.20 93927.64 2794548.48 2522380.20 272168.28

Total 1728092606.22 145817116.73 1582275489.49 1747474171.76 164817116.73 1582657055.03

(1) Invest in subsidiaries

Provision for

Increase in Impairment loss

Investee unit Opening balance The reduced Ending balance impairment in the

current The ending balance

current period

Shenzhen Property Management Co. Ltd. -- -- --

Shenzhen Petrel Hotel Co. Ltd. 20605047.50 20605047.50 -- --

Shenzhen City Shenfang Investment Ltd. 9000000.00 9000000.00 -- --

Xinfeng enterprise Limited. 556500.00 556500.00 -- --

Xinfeng Real Estate Co. Ltd. 22717697.73 22717697.73 -- --

Shenzhen Special Economic Zone Real Estate (Group)

19000000.0019000000.00------

Guangzhou Property and Estate Co. Ltd.Shenzhen Zhentong New Electromechanical Industry

11332321.4511332321.45----

Development Co. Ltd.American Great Wall Co. Ltd 1435802.00 1435802.00 -- --

Shenzhen Shenfang Free Trade Co. Ltd. 4750000.00 4750000.00 -- --

Shenzhen Huazhan Construction Supervision Co. Ltd. 6000000.00 6000000.00 -- --

QiLu Co. Ltd. 212280.00 212280.00 -- -- --

Beijing Shenfang Property Management Co. Ltd. 500000.00 500000.00 -- 500000.00

Shenzhen Lianhua Enterprise Co. Ltd. 13458217.05 13458217.05 -- --

Shenzhen Longgang Industrial Co. Ltd. 30850000.00 30850000.00 -- --

172ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Provision for

Increase in Impairment loss

Investee unit Opening balance The reduced Ending balance impairment in the

current The ending balance

current period

Beijing fresh peak property development management

64183888.9064183888.90--64183888.90

limited company

Shantou City Huafeng Real Estate Devepment Co. Ltd 16467021.02 16467021.02 -- --

Bekaton Property Limited 201100.00 201100.00 -- 201100.00

Australia Bekaton Property Limited 906630.00 906630.00 -- 906630.00

Shenzhen Shenfang Department Store Co. Ltd. 9500000.00 9500000.00 -- 9500000.00

ShanTou Fresh Peak Building 58547652.25 58547652.25 -- 58547652.25

Guangdong Jianbang Group (Huiyang) Industrial Co. Ltd. 450000000.00 450000000.00 -- --

Shenzhen Shenfang Chuanqi Real Estate Development

995000000.00995000000.00----

Co. Ltd.Wellam Co. Ltd. 8955.10 8955.10 -- --

Total 1735224157.90 8955.10 19212280.00 1716020833.00 -- 133839271.15

(2) Investment in joint ventures and joint ventures

Change of increase or decrease in current period

Under the Declare Ending balance

Opening bala Other Provision

Investee unit Additional equity method Changes payment of

Ending balan

nce Reduce comprehensive for

of impairment

/new To confirm the in other cash other ce

investment Income impairment provision

investment Investment interests dividends or

adjustment To prepare

profit and loss profits

* joint

ventures

Fengkai Xinhua

9455465.38----------------9455465.389455465.38

Hotel

subtotal 9455465.38 -- -- -- -- -- -- -- -- 9455465.38 9455465.38

* Joint

venture

Shenzhen

1349122.95-----178240.64----------1170882.311076954.64

Ronghua

173ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Change of increase or decrease in current period

Under the Declare

Opening bala Other Provision

Ending balance

Investee unit Additional equity method Changes payment of

Ending balan

Reduce comprehensive for of impairment nce /new To confirm the in other cash other ce

investment Income impairment provision

investment Investment interests dividends or

adjustment To prepare

profit and loss profits

JiDian Co. ltd

Shenzhen

Runhua

1445425.56----------------1445425.561445425.56

Automobile

trading Co. Ltd

subtotal 2794548.51 -- -- -178240.64 -- -- -- -- -- 2616307.87 2522380.20

Total 12250013.89 -- -- -178240.64 -- -- -- -- -- 12071773.25 11977845.58

174ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

4. Operating Income and Operating Costs

Current amount Amount of previous period

Item

Income Cost Income Cost

Main business 207117745.27 66761336.83 774049479.78 198814980.86

Other business 31823.86 -- 16130.55 --

Total 207149569.13 66761336.83 774065610.33 198814980.86

(1) Operating revenue and operating costs are divided by industry

Current amount Amount of previous period

Industry type

income The cost of income The cost of

Real estate 161658149.52 27249452.24 706622743.82 166178270.82

Lease 45459595.75 39511884.59 67426735.96 32636710.04

Total 207117745.27 66761336.83 774049479.78 198814980.86

(2) The revenue and cost of main business shall be divided by region

Current amount Amount of previous period

Main business area Main business Main business Main business Main business

revenue cost revenue cost

Guangdong Province 207117745.27 66761336.83 774049479.78 198814980.86

5. Investment Income

Item Current amount Amount of previous period

Long-term equity investment income calculated

-178240.64-105321.37

by the equity method

Dividend income from investments in other

813960.00692580.00

equity instruments

Investment gains from structured deposit 159619.01 1196580.44

Investment gains from debt restructuring 89607.85 --

Investment gains from disposal of long-term

203360562.19--

equity investment

Long-term equity investment income accounted

76727761.73--

by cost method

Total 280973270.14 1783839.07

XV. Supplementary Information

1. Statement of non-recurring gains and losses for the current period

Item Current amount instructions

Investment gains recognized for

Gains and losses on disposal of illiquid assets 161542599.57

disposal of subsidiary equity in 2022

175ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2022

Item Current amount instructions

Government subsidies included in current profits and

losses (except government subsidies that are closely

related to the normal business of the Group and are

559803.19 Government subsidies

continuously enjoyed in accordance with national

policies and certain standard quota or quantitative

amount)

Changes in fair value and investment

Profit or loss on entrusted investments or assets

9129650.51 income arising from investments in

management

monetary funds

Profit and loss from debt restructuring 2610128.31 Profits from debt restructuring

Other non-operating income and expenses other than

1094190.56

those mentioned above

Total non-recurring gains and losses 174936372.14

Minus: income tax impact of non-recurring gains and 41451680.41

losses

Net non-recurring gains and losses 133484691.73

Minus: impact of non-recurring net gains and losses 926291.27

attributable to minority shareholders (after tax)

Non-recurring gains and losses attributable to 132558400.46

common shareholders of the Group

2. Return on equity and earnings per share

Weighted Average Earnings per share

Profit in reporting period Net Assets Basic earnings per Diluted earnings per

Yield % share share

Net income attributable to the common

shareholders of the Group 3.88% 0.1519 0.1519

Net profit attributable to common

shareholders of a company after

deducting non-recurring gains and losses 0.53% 0.0209 0.0209

176

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