SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO. LTD. ANNUAL REPORT 2020 March 2021 2 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.Liu Zhengyu chairman of the Company’s Board Zhao Zhongliang 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 Company is subject to the Guideline No. 3 of the Shenzhen Stock Exchange on Information Disclosure by Industry—for Listed Companies Engaging in Real Estate.Risks facing the Company have been explained in detail in “IX Prospects” in “Part IVOperating Performance Discussion and Analysis” herein.The Board has approved a final dividend plan as follows: based on the total share capital of 1011660000 shares on 31 December 2020 a cash dividend of RMB0.87 (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.Table of Contents Part I Important Notes Table of Contents and Definitions ........................................................... 2 Part II Corporate Information and Key Financial Information ................................................... 5 Part III Business Summary ............................................................................................................. 10 Part IV Operating Performance Discussion and Analysis ........................................................... 12 Part V Significant Events ................................................................................................................ 35 Part VI Share Changes and Shareholder Information................................................................. 44 Part VII Preferred Shares ............................................................................................................... 50 Part VIII Convertible Corporate Bonds ........................................................................................ 51 Part IX Directors Supervisors Senior Management and Staff .................................................. 52 Part X Corporate Governance ........................................................................................................ 62 Part XI Corporate Bonds ................................................................................................................ 69 Part XII Financial Statements ........................................................................................................ 70 Part XIII Documents Available for Reference………………………………………………….172 Definitions Term Definition “Shenzhen SASAC” or the “Municipal SASAC” The State-owned Assets Supervision and Administration Commission of the People’s Government of Shenzhen Municipal SIHC Shenzhen Investment Holdings Co. Ltd. The “Company” the “Group” “SPG” or “we” ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. and 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.Part II Corporate Information and Key Financial Information I Corporate Information Stock name SPG SPG-B Stock code 000029 200029 Stock exchange for stock listing Shenzhen Stock Exchange Company name in Chinese 深圳经济特区房地产(集团)股份有限公司 Abbr. 深房集团 Company name in English (if any) ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Abbr. (if any) SPG Legal representative Liu Zhengyu Registered address 45/F-48/F SPG Plaza Renmin South Road Shenzhen Guangdong P.R.China Zip code 518001 Office address 47/F SPG Plaza Renmin South Road Shenzhen Guangdong P.R.China Zip code 518001 Company website http://www.sfjt.com.cn Email address spg@163.net II Contact Information Board Secretary Securities Representative Name Luo Yi Hong Lu Address 47/F SPG Plaza Renmin South Road Shenzhen Guangdong P.R.China 47/F SPG Plaza Renmin South Road Shenzhen Guangdong P.R.China Tel. （86 755）82289517 （86 755）82297977 Fax （86 755）82294024 （86 755）82294024 Email address spg@163.net spg@163.net III Media for Information Disclosure and Place where this Report Is Lodged Newspapers designated by the Company for information disclosure Domestic: Securities Times and China Securities Journal Overseas: Ta Kung Pao (HK) Website designated by CSRC for publication of this Report http://www.cninfo.com.cn Place where this Report is lodged 47/F SPG Plaza 3005 Renmin South Road Luohu District Shenzhen Guangdong P.R.China IV Change to Company Registered Information Unified social credit code 91440300192179585N (unified social credit code) Change to principal activity of the Company since going public (if any) No change Every change of controlling shareholder since incorporation (if any) On 24 March 1999 the controlling shareholder was changed from Shenzhen Investment Management Co. Ltd. to Shenzhen Construction Investment Holdings Co. Ltd. And on 14 February 2006 it was changed to Shenzhen 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 2020 2019 2020-over-2019 change (%) 2018 Operating revenue (RMB) 1615009713.88 2548740319.49 -36.63% 2175187242.60 Net profit attributable to the listed company’s shareholders (RMB) 290229772.23 552452307.59 -47.47% 503498831.60 Net profit attributable to the listed company’s shareholders before exceptional gains and losses (RMB) 253595334.11 524204812.66 -51.62% 490490702.80 Net cash generated from/used in operating activities (RMB) 285164013.17 603607724.75 -52.76% 1062567405.59 Basic earnings per share (RMB/share) 0.2869 0.5461 -47.46% 0.4977 Diluted earnings per share (RMB/share) 0.2869 0.5461 -47.46% 0.4977 Weighted average return on equity (%) 7.81% 15.90% -8.09% 16.35% 31 December 2020 31 December 2019 Change of 31 December 2020 over 31 December 2019 (%) 31 December 2018 Total assets (RMB) 4936916746.74 4909669536.09 0.55% 4665891514.25 Equity attributable to the listed company’s shareholders (RMB) 3797512488.22 3666874569.99 3.56% 3332259641.39 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 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 shareholders Equity attributable to the listed company’s shareholders 2020 2019 Ending amount Beginning amount Under CAS 290229772.23 552452307.59 3797512488.22 3666874569.99 Adjusted as per IFRS Under IFRS 290229772.23 552452307.59 3797512488.22 3666874569.99 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 256842391.67 339416103.73 621402307.38 397348911.10 Net profit attributable to the listed company’s shareholders 28114908.77 69160076.95 101565292.91 91389493.60 Net profit attributable to the listed company’s shareholders before exceptional gains and losses 28075623.63 57108647.36 101225798.44 67185264.68 Net cash generated from/used in operating activities -435258963.67 223016165.08 309652617.04 187754194.72 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 2020 2019 2018 Note Gain or loss on disposal of non-current assets (inclusive of impairment allowance write-offs) 11429.23 -69739.73 Government subsidies charged to current profit or loss (exclusive of government subsidies given in the Company’s ordinary course of business at fixed quotas or amounts as per the government’s uniform standards) 3370769.21 1168127.90 10243.00 Gain or loss on assets entrusted to other entities for investment or management 15217058.60 31425651.98 16347157.53 Income from mature structured deposits Non-operating income and expense other than the above 29009657.60 1118861.69 891652.84 Other gains and losses that meet the definition of exceptional gain/loss 1237002.86 Interest income from undue structured deposits 3950685.00 Less: Income tax effects 12211479.38 9415831.64 4171184.84 Total 36634438.12 28247494.93 13008128.80 -- Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item defined or listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gain/Loss Items: □ Applicable √ Not applicable No such cases for the Reporting Period.Part III Business Summary I Principal Activity of the Company in the Reporting Period In 2020 the central government continued to stabilize land and housing prices as well as market expectations. Upholding the principle that housing is for living in and not for speculation the central government adhered to the concept of taking a differential approach in regulating the housing market for different places. The differentiation among cities and urban regions intensified. To be specific the first-tier cities led the way and the city clusters in the Pearl River Delta and Yangtze River Delta performed brilliantly. At the same time while maintaining the continuity consistency and stability of real estate financial policies the central government accelerated the establishment of a long-term mechanism for real estate finance. In the second half of the year the overall real estate financial supervision was gradually tightened.The Company primarily develops and sells residential properties in two cities Shenzhen and Shantou. In Shenzhen the Chuanqi Donghu Mingyuan project saw the completion of construction in late 2019 and has started the hand-over and move-in process which is cumulatively around 80% sold; and regarding the Cuilinyuan project it is approximately 95% sold. In Shantou Tianyuewan Phase II was topped out in late June 2020 with the decoration for its public space almost fully completed; and Tianyuewan Phase I is around 70% sold cumulatively.II Significant Changes in Major Assets 1. Significant Changes in Major Assets Major assets Main reason for significant changes Equity assets The ending amount was down by RMB92349.00 (or 19.66%) from the beginning amount primarily driven by the share of profits of associates measured at the equity method. Fixed assets The ending amount was down by RMB2482056.68 (or 8.13%) from the beginning amount primarily driven by the depreciation allowance.Intangible assets No significant change Construction in progress No significant change Accounts payable The ending amount was down by RMB67297864.18 (or 27.56%) from the beginning amount primarily driven by the payments made for construction. Advances from customers The ending amount was down by RMB153542418.28 (or 96.28%) from the beginning amount primarily driven by the reclassification to contract liabilities and other current liabilities pursuant to the new accounting standard governing revenue.Short-term borrowings The ending amount was up by RMB25246735.77 (or 48.88%) from the beginning amount primarily driven by the increased borrowings of Shenzhen Zhentong Engineering Co. Ltd. through discounting and pledging accounts receivable.Taxes and levies payable The ending amount was down by RMB125991168.41 (or 21.51%) from the beginning amount primarily driven by the payment of various taxes. 2. Major Assets Overseas □ Applicable √ Not applicable 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. In 2020 the company was awarded "Industry-Leading Enterprise and Top 20 Enterprise in terms of Comprehensive Strength in Shenzhen Real Estate Development Industry" by Shenzhen Real Estate Association (SREA). Part IV Operating Performance Discussion and Analysis I Overview Since the abrupt occurrence at the beginning of 2020 COVID-19 has continued to spread throughout the whole world dragging global economy into the most severe recession since the Great Depression. The real estate market as a whole kept its promise that houses are for living in and not for speculation on. In face of the complex severe macro-economic situation and fierce market competition the Company’s management team met the challenges and moved forward under pressure with the support from the controlling shareholders. Taking the pandemic prevention and business operation into consideration the management team made overall plans leading the working staff overcame the impact of the pandemic and the adverse effects of the termination of reorganization and eventually made great achievements. The main achievements in the past year are as follows: (I) Effective Pandemic Prevention and Control After the outbreak of COVID-19 the Company took immediate action to establish a leading group for pandemic prevention and control according to the work deployment of Shenzhen Municipal Party Committee Shenzhen Municipal Government and Shenzhen State-owned Assets Supervision and Administration Commission fully implementing measures of the regular pandemic prevention and control and resumption of work and production. During the Reporting Period no mass infection cases emerged among the working staff and the 27 residential areas and other commercial properties operated and managed by the property management company and the Haiyan Hotel. At the same time the Company's headquarters and its subordinated enterprises maintained normal production and operation throughout the year and realized the well-balanced pandemic prevention and production.(II) Stable Core Business with Improvement 1. Projects were carried forward steadily. Tianyuewan Phase II Project in Shantou was completed in June 2020 including the decoration of the public areas. The road works of Fuxian Road and Xianzhong Road for Chuanqi Shanglin Project in Shenzhen were completed and opened to traffic in December 2020. The landscaping of Chuanqi Donghu Mingyuan Project and the civil air-raid shelter have been successfully completed. 2. Sales capacity was enhanced significantly. In Shenzhen the sales area of Chuanqi Donghu Mingyuan and Cuilinyuan project reached nearly 20000 square meters far exceeding the annual sales goal. In Shantou the accumulative sales of Tianyuewan Phase I Project reached about 70% of the total. Paying close attention to the market dynamics the Company adjusted its marketing strategies in a timely manner in addition to innovating the marketing approaches and thus increased its revenue while reducing the cost remarkably. Also the Company has taken various measures to ensure the smooth development of online home-purchase contracts and filing. In the whole year the rate of property repossession in Shenzhen reached nearly 95% and that in Shantou was 91%.(III) Effective Operation and Management 1. The corporate governance was more standardized. In order to clarify the legal status of the party organization in the corporate governance structure of the Company the Company completed the revision of the Articles of Association in June 2020 and party building work was officially recorded in it. During the Reporting Period the chairman of the Board and the chairman of the Supervisory Committee changed their role due to the expiration of the term. Four non-independent directors two independent directors one supervisor the general manager a deputy general manager the CFO and the Board Secretary were changed. In May 2020 the Company implemented the cash dividend again and the cash dividend became normal. 2. Standard and effective financial management. In order to withdraw funds of real estate sales effectively the Company kept close communication with cooperative banks. Additionally under the premise of ensuring the operating capital requirements the Company made full use of the idle funds. Attaching great importance to budget implementation the Company realized the decrease of key monitoring costs by 25% year-on-year. 3. Real estate rental undertook remarkable responsibilities. Under the double impact of COVID-19 and economic downturn the Company focused on customer needs and tried its best to save increase and tap potential and the rental income exceeded the annual target. During the Reporting Period in response to the government's call for the fight against the pandemic the Company bravely undertook its social responsibility reducing or exempting tenants' rent by more than RMB18 million. 4. Sound achievements were made in cost control. During the Reporting Period 43 budget plans (including the approval of them) were created and the cumulative reduction rate of budget amount reached 19.64%. In particular the Company completed the budgeting auditing and contracting of two municipal projects on Fuxian Road and Xianzhong Road in Longgang Sub-district and the reduction rate of the approved budget reached 23.30%. 5. Work safety became a hot topic. During the Reporting Period the Company established a work safety supervision leading group to fully ensure the safety production. It also optimized the safety production management system constantly formulated the special work plans for safety production and investigated and treated the hidden safety hazards in a timely manner. In order to strengthen the safety awareness of employees the Company carried out over 500 safety production inspections and organized more than 50 relevant trainings. Zero safety accident happened throughout the year.(IV) Termination of Major Asset Restructuring Due to a major asset restructuring in planning the Company's stocks have been suspended for trading since the opening of the stock market on 14 September 2016. During the suspension period the Company kept close communication with all trading parties worked hard in due diligence auditing evaluation and other issues and fulfilled the required decision-making procedures and information disclosure timely. In view of the current market environment and many other reasons it was still not a good time to advance the major asset restructuring.Therefore in order to effectively protect the interests of the Company and all shareholders the Company decided to terminate the major asset restructuring after careful consideration. On 9 November 2020 the stock trading resumed.(V) Strict and Pragmatic Approach in Party Building The Company persisted in the party's requirements for managing and governing the party strictly and carried out political development comprehensively. While attaching great importance to party building the Company promoted corporate culture development in an orderly manner. Firstly the Company carried out the theme education. The "First Topics" learning became the theme of the Theoretical Center Team routinely. Secondly the Company deepened the party’s brand building. Through implementing the "1+6" one-core multi-linked governance mode the Company formed a new pattern of community governance led by the party building diversified participation integrated and co-governance. Thirdly the Company enhanced the employees’ sense of social responsibility. The company organized the party members volunteer and mass volunteers to participate in voluntary activities in Jiabei community. Fourthly the Company strengthened the corporate culture development.The Company organized various activities to enrich the employees’ life and thus enhanced the corporate cohesion and team spirit.The Company is subject to the Guideline No. 3 of the Shenzhen Stock Exchange on Information Disclosure by Industry—for Listed Companies Engaging in Real Estate.New additions to the land bank: Name of land lot or project Location Planned use of land Site area （㎡） Floor area with plot ratio （㎡） How the land is obtained The Company’s interest Total land price (RMB’000 0) Considerati on of the Company’s interest (RMB’000 0) Cumulative land bank: Name of project/area Site area（0000 ㎡） Floor area（0000 ㎡） Floor area available for development（0000 ㎡） Xinfeng Building in Shantou 0.59 2.66 2.66 Total 0.59 2.66 2.66 Development status of major projects: City/re gion Name of project Locatio n Status The Compa ny’s interest Time for comme ncemen t of constru ction % develo ped % constru cted Site area （㎡） Planne d floor area with plot ratio （㎡） Floor area comple ted in the Current Period （㎡） Cumul atively comple ted floor area （㎡） Expect ed total invest ment (RMB’ 0000) Cumul ative invest ment (RMB’ 0000) Shanto u Tianyu ewan Phase II Chaoya ng District Frame work in constru ction 100.00 % 1 Octobe r 2018 95% 95.00% 33362 12777 0 65485 49829 Sales status of major projects: City/reg ion Name of project Locatio n Status The Compan y’s interest Floor area with plot ratio （㎡） Floor area availabl e for sale （㎡） Cumula tively pre-sold /sold floor area （㎡） Floor area pre-sold /sold in the Current Period （㎡） Pre-sale /sales revenue generate in the Current Period (RMB’0 000) Cumula tively settled floor area (㎡) Floor area settled in the Current Period （㎡） Pre-sale /sales revenue settled in the Current Period (RMB’0 000) Shenzhe n Cuiliny uan Longga ng District Ready for sale 100.00 % 60111 56137 52020 1326 4548 51911 3484 11540 Shenzhe n Chuanqi Donghu Mingyu an Luohu District Ready for sale 100.00 % 55727 32857 26169 18647 123429 18866 14116 86001 Shantou Tianyue wan Phase I Chaoya ng District Ready for sale 100.00 % 153470 160372 99496 30298 15776 76993 34040 17900 Shantou Tianyue wan Phase II Chaoya ng District On pre-sale 100.00 % 127770 137059 1235 1235 746 Rental status of major projects: Name of project Location Use The Company’s interest Rentable area （㎡） Cumulative rented area （㎡） Average occupancy rate Real Estate Mansion Shenzhen Commercial 100.00% 3413.88 3413.88 100.00% North Block of Guoshang Mansion Shenzhen Commercial 100.00% 4819.71 4819.71 100.00% Petrel Building Shenzhen Commercial 100.00% 22475.47 22475.47 100.00% SPG Plaza Shenzhen Office building 100.00% 61005.82 37088.88 60.80% SPG Plaza Podium Shenzhen Commercial 100.00% 19896.3 10327.14 51.90% Wenjin Garden Shenzhen Commercial 100.00% 3531.60 3531.60 100.00% Primary land development: □ Applicable √ Not applicable Financing channels: Financing channel Ending balance of financings Financing cost range/average financing cost Maturity structure Within 1 year 1-2 years 2-3 years Over 3 years Development strategy and operating plan for the coming year: Please refer to “IX Prospects” in this part.Provision of guarantees for homebuyers on bank mortgages: √ Applicable □ Not applicable As at 31 December 2020 the Group provided guarantees for the homebuyers of the following projects on their bank mortgages: Project Guarantee period Guarantee amount (RMB’0000) Note Cuilinyuan Until the property ownership certificate is registered as collateral and handed over to bank for keeping 8532.86 Chuanqi Donghu Mingyuan Until the property ownership certificate is registered as collateral and handed over to bank for keeping 6056.20 Tianyuewan Phase I Until the property ownership certificate is registered as collateral and handed over to bank for keeping 22546.73 Total 37135.79 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 II Core Business Analysis 1. Overview See “I Overview” above. 2. Revenue and Cost Analysis (1) Breakdown of Operating Revenue Unit: RMB 2020 2019 Change (%) Operating revenue As % of total operating revenue (%) Operating revenue As % of total operating revenue (%) Total 1615009713.88 100% 2548740319.49 100% -36.63% By operating division Property sales 1158411393.81 71.73% 2017872864.14 79.17% -42.59% Engineering and construction 251454463.43 15.57% 304837313.46 11.96% -17.51% Property management 151968675.51 9.41% 157665638.01 6.19% -3.61% Rental service 63254584.48 3.92% 86484133.79 3.39% -26.86% Other 12215550.30 0.76% 15337469.10 0.60% -20.35% Eliminated internal transactions and accounts -22294953.65 -1.38% -33457099.01 -1.31% -33.36% By product category Residential units 1157620917.61 71.68% 719499453.23 28.23% 60.89% Shops and parking lots 790476.20 0.05% 11526595.29 0.45% -93.14% Apartments 0.00 0.00% 1286846815.62 50.49% -100.00% Other 478893273.72 29.65% 564324554.36 22.14% -15.14% Eliminated internal transactions and accounts -22294953.65 -1.38% -33457099.01 -1.31% -33.36% By operating segment Guangdong Province 1613933749.67 99.93% 2491373238.76 97.75% -35.22% Other regions in China 22531905.61 1.40% 90235417.77 3.54% -75.03% Overseas 839012.25 0.05% 588761.97 0.02% 42.50% Eliminated internal transactions and -22294953.65 -1.38% -33457099.01 -1.31% -33.36% accounts (2) Operating Division Product Category or Operating Segment Contributing over 10% of Operating Revenue or Operating Profit √ Applicable □ Not applicable Unit: RMB Operating revenue Cost of sales Gross profit margin YoY change in operating revenue (%) YoY change in cost of sales (%) YoY change in gross profit margin (%) By operating division Property sales 1158411393.8 1 387659747.71 66.54% -42.59% -22.05% -8.82% Engineering and construction 251454463.43 244511214.58 2.76% -17.51% -18.04% 0.62% By product category Residential units 1157620917.6 1 387369116.92 66.54% 60.89% 44.37% 3.83% Shops and parking lots 790476.20 290630.79 63.23% -93.14% -93.21% 0.38% Apartments 0.00 0.00 0.00% -100.00% -100.00% -82.54% By operating segment Guangdong Province 1613933749.6 7 799028972.30 50.49% -35.22% -12.14% -12.96% 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 2020 2019 Change (%) Property sales Sales volume RMB’0000 38767 53222 -27.16% Output RMB’0000 15616 38575 -59.52% Inventory RMB’0000 121599 161109 -24.52% Any over 30% YoY movements in the data above and why: √ Applicable □ Not applicable Real estate projects under development decreased. (4) Execution Progress of Major Signed Sales Contracts in the Reporting Period □ Applicable √ Not applicable (5) Breakdown of Cost of Sales By operating division Unit: RMB Operating division Item 2020 2019 Change (%) Cost of sales As % of total cost of sales (%) Cost of sales As % of total cost of sales (%) Property sales 387659747.71 48.13% 497310023.38 51.92% -22.05% Engineering and construction 244511214.58 30.35% 298315846.77 31.15% -18.04% Property management 139937487.12 17.37% 142261602.88 14.85% -1.63% Rental service 35984852.34 4.47% 45173891.05 4.72% -20.34% Other 11611768.12 1.44% 13404895.03 1.40% -13.38% Eliminated internal transactions and accounts -14196621.19 -1.76% -38713606.57 -4.04% -63.33% Total 805508448.68 100.00% 957752652.54 100.00% -15.90% Note: The operating divisions as percentages of the total cost of sales are stable with insignificant changes on a year-on-year basis. (6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period □ Yes √ No (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) 105366757.84 Total sales to top five customers as % of total sales of the Reporting Period (%) 6.52% Total sales to related parties among top five customers as % of total sales of the Reporting Period (%) 0.00% Information about top five customers: No. Customer Sales revenue contributed As % of total sales revenue (%) for the Reporting Period (RMB) 1 Legal person A 41660432.53 2.58% 2 Legal person B 30587155.87 1.89% 3 Legal person C 17880165.06 1.11% 4 Legal person D 7963269.65 0.49% 5 Legal person E 7275734.73 0.45% Total -- 105366757.84 6.52% Other information about major customers: □ Applicable √ Not applicable Major suppliers: Total purchases from top five suppliers (RMB) 285468647.66 Total purchases from top five suppliers as % of total purchases of the Reporting Period (%) 66.78% Total purchases from related parties among top five suppliers as % of total purchases of the Reporting Period (%) 42.81% Information about top five suppliers: No. Supplier Purchase in the Reporting Period (RMB) As % of total purchases (%) 1 Legal person A 182994620.79 42.81% 2 Legal person B 41003278.66 9.59% 3 Legal person C 30099448.05 7.04% 4 Legal person D 17616816.55 4.12% 5 Legal person E 13754483.61 3.22% Total -- 285468647.66 66.78% Other information about major suppliers: □ Applicable √ Not applicable 3. Expense Unit: RMB 2020 2019 Change (%) Reason for any significant change Selling expense 55989397.22 79480254.02 -29.56% Sales were limited for a certain period of time due to the pandemic. Administrative expense 93616226.75 68854618.70 35.96% As projects were completed the relevant engineering construction and labor costs were expensed. Finance costs -21505685.05 -20906149.20 -2.87% 4. R&D Investments □ Applicable √ Not applicable 5. Cash Flows Unit: RMB Item 2020 2019 Change (%) Subtotal of cash generated from operating activities 1783707997.05 2728276550.05 -34.62% Subtotal of cash used in operating activities 1498543983.88 2124668825.30 -29.47% Net cash generated from/used in operating activities 285164013.17 603607724.75 -52.76% Subtotal of cash generated from investing activities 1019824221.85 2237622620.55 -54.42% Subtotal of cash used in investing activities 749215.31 2321918490.62 -99.97% Net cash generated from/used in investing activities 1019075006.54 -84295870.07 -1308.93% Subtotal of cash generated from financing activities 76893995.94 43741293.64 75.79% Subtotal of cash used in financing activities 218571160.17 204370642.51 6.95% Net cash generated from/used in financing activities -141677164.23 -160629348.87 11.80% Net increase in cash and cash equivalents 1161914166.47 358667324.42 223.95% Explanation of why any of the data above varies significantly: √ Applicable □ Not applicable Cash generated from and used in operating activities both decreased year-on-year primarily because property sales and development both decreased. Cash generated from and used in investing activities both decreased year-on-year primarily driven by a decrease in the acquisition of wealth management products.Net increase in cash and cash equivalents increased year-on-year primarily driven by the disinvestment in structured deposits upon maturity.Reason for any big difference between the net operating cash flow and the net profit for this Reporting Period □ Applicable √ Not applicable III Analysis of Non-Core Businesses □ Applicable √ Not applicable IV Analysis of Assets and Liabilities 1. Significant Changes in Asset Composition Indicate whether the Company has adopted the new accounting standards governing revenue and leases since 2020 and restated the beginning amounts of relevant financial statement line items in the year. Applicable. Unit: RMB 31 December 2020 1 January 2020 Change in percentage (%) Reason for any significant change Amount As a % of total assets Amount As a % of total assets Monetary assets 2687465070.0 1 54.44% 2511140445.3 5 51.15% 3.29% Settlement of sales Accounts receivable 59590944.06 1.21% 62059055.68 1.26% -0.05% Inventories 1220464112.5 6 24.72% 1462229048.1 8 29.78% -5.06% Sales and decrease in real estate projects Investment property 616365621.53 12.48% 632241900.20 12.88% -0.40% Long-term equity investments 377489.65 0.01% 469838.65 0.01% 0.00% Fixed assets 28039978.43 0.57% 30522035.11 0.62% -0.05% Short-term borrowings 76893995.94 1.56% 51647260.17 1.05% 0.51% 2. Assets and Liabilities at Fair Value √ Applicable □ Not applicable Unit: RMB Item Beginning amount Gain/loss on fair-value changes in the Reporting Period Cumulative fair-value changes charged to equity Impairment allowance for the Reporting Period Purchased in the Reporting Period Sold in the Reporting Period Other changes Ending amount Financial assets Investments in other equity instruments 33126730. 04 4384130.4 7 37510860 .51 Subtotal of financial 33126730. 04 4384130.4 7 37510860 .51 assets Total of the above 33126730. 04 4384130.4 7 37510860 .51 Financial liabilities 0.00 0.00 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 Assets to which the Company’s ownership or right of use was restricted: Item Ending carrying value Reasons for restriction Accounts receivable 49686095.76 Put in pledge for short-term borrowings Notes receivable 30068561.31 Undue endorsed or discounted trade acceptance notes Total 79754657.07 V Investments Made 1. Total Investment Amount □ Applicable √ Not applicable 2. Major Equity Investments Made in the Reporting Period □ Applicable √ Not applicable 3. Major Non-Equity Investments Ongoing in the Reporting Period □ Applicable √ Not applicable 4. Financial Investments (1) Securities Investments □ Applicable √ Not applicable No such cases in the Reporting Period. (2) Investments in Derivative Financial Instruments □ Applicable √ Not applicable No such cases in the Reporting Period.5. Use of Funds Raised □ Applicable √ Not applicable No such cases in the Reporting Period.VI Sale of Major Assets and Equity Interests 1. Sale of Major Assets □ Applicable √ Not applicable No such cases in the Reporting Period. 2. Sale of Major Equity Interests □ Applicable √ Not applicable VII Major Subsidiaries √ Applicable □ Not applicable Major fully/majority-owned subsidiaries and those minority-owned subsidiaries with an over 10% effect on the Company’s net profit: Unit: RMB Name Relationsh ip with the Company Principal activity Registered capital Total assets Net assets Operating revenue Operating profit Net profit Shenzhen SPG Longgang Developme nt Co. Ltd. Subsidiary Real estate development 30000000.00 39192544 1.93 11450813 6.12 11693425 3.32 44837691. 98 28784548. 48 Shantou SEZ Wellam FTY Building Developme nt Co. Ltd. Subsidiary Real estate development 91226120.44 19364007 0.89 12239074 6.58 4715303.3 6 1519810.5 1 -2215913. 28 Shantou Huafeng Real Estate Developme nt Co. Ltd. Subsidiary Real estate development 80000000.00 97789821 1.50 20641603. 93 17900482 9.03 410646.55 -672511.21 Great Wall Estate Co. Subsidiary Real estate development 2051146.00 18163906. 02 -83658196 .85 839012.25 -774074.99 -774074.99 Inc. (U.S.) Shenzhen Zhentong Engineering Co. Ltd. Subsidiary Installation and maintenance 10000000.00 14818752 5.32 24609352. 65 25271248 2.88 636053.15 323798.26 Shenzhen Property Managemen t Co. Ltd. Subsidiary Property management 7250000.00 10360521 7.56 31817548. 93 15154632 3.15 5371989.5 1 3798588.6 4 Shenzhen Petrel Hotel Co. Ltd. Subsidiary Hotel service 30000000.00 52342468. 40 42149488. 13 14314081. 68 -5361133. 28 -4071603. 65 Shenzhen Huazhan Constructio n Supervision Co. Ltd. Subsidiary Supervisor 8000000.00 10525484. 45 9936185.3 4 3308507.7 5 380114.01 523887.40 Xin Feng Enterprise Co. Ltd. Subsidiary Investment and management 502335.00 41727401 0.65 -13253443 6.59 6632667.6 0 6632667.6 0 Subsidiaries obtained or disposed in the Reporting Period: □ Applicable √ Not applicable Information about major majority- and minority-owned subsidiaries: 1. Except the Company the subordinate subsidiaries engaged in real estate development mainly include: Shenzhen SPG Longgang Development Co. Ltd. Shantou SEZ Wellam FTY Building Development Co. Ltd.Shantou Huafeng Real Estate Development Co. Ltd. The Cuilinyuan project developed by Shenzhen SPG Longgang Development Co. Ltd. brought forward RMB115 million in 2020 (the percentage of accumulative sales carried forward was 93%) accounting for 10% of the Company's real estate sector income 7.15% of the Company's operating revenue and 11% of the group's combined profits. 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 opened for sale in October 2016 and completed in December 2017. The Phase II started construction in November 2018 and was completed at the end of 2019. As of 2020 the sales progress of the Phase I was relatively slow with an accumulated sales rate of about 62%. 2. Shenzhen Zhentong Engineering Co. Ltd. was engaged in the business of building installation and maintenance with the 2020 operating revenues of RMB253 million and of 15.65% to the operating revenues of the Company. 3. Shenzhen Property Management Co. Ltd was engaged in the industry of property management and the business was steady. The 2020 operating revenues was of RMB152 million that was of 9.38% to the operating revenues of the Company. 4. The 2020 net profits of Xin Feng Enterprise Co. Ltd. was of RMB6.63 million which mainly due to the changes of exchange rate and it conducts no business.5. The 2020 net profits of Shenzhen Petrel Hotel Co. Ltd. was of RMB-4.07 million which mainly due to the epidemic.VIII Structured Bodies Controlled by the Company □ Applicable √ Not applicable IX Prospects (I) Industrial Pattern and Trend Upholding the principles that houses are for living and not for speculation on the Company fully implemented a long-term management and regulation mechanism through taking a differential approach in different places stabilizing the land prices the housing prices and the expectations to ensure sound development of the real estate market. Under the continuous control of multiple financial regulatory policies development goals of real estate enterprises were shifted from growth of scale to growth of quality. The top enterprises with high qualities as a result were easy to get more resources and the industry concentration was further improved. (2) Development Strategies of the Company The Company will earnestly implement the instructions of the Fifth Plenary Session of the 19 th Central Committee of the Communist Party of China the Central Economic Work Conference Secretary General Xi Jinping’s speech at the 40 th Anniversary of the Establishment of the Shenzhen Special Economic Zone and the important speeches during his visits to Guangdong. Embracing the strategic opportunities of Shenzhen “Dual Zone” construction and the reform of state-owned assets and enterprises the Company will take actions according to the decisions of the Municipal Party Committee and Municipal Government the Municipal State-owned Assets Supervision and Administration Commission and the Shenzhen Investment Holdings Co. Ltd. moving forward steadily and bravely and plotting out the project reserves. While stabilizing operation and management the Company assiduously innovated profit models and explored new areas so as to further improve the quality of the Company.Taking into account the overall situation the Company are in full confidence to win the battle in the first year of the "14 th Five-Year Plan" and make SPG a respected listed company. (III) Potential Risks 1. Macroeconomic risks. In 2021 the world economic situation remains complicated and severe. Since the recovery is precarious the various derivative risks caused by the impact of the pandemic cannot be ignored.2. Industrial regulation risks. The government revealed many policies in terms of real estate market such as“houses are for living in not for speculation on" encouraging house renting and purchasing taking differentapproaching in different cities etc. The Company will meet huge challenges in future. 3. Business operation risks. Since the reserves of existing development land resource are limited the competition in the open land market will become quite intense in the future which accordingly will endanger the Company's sustainable development. 4. The risk of brain drain. The restructuring has been suspended for many years resulting in the loss of the professional technical talents and key managers. At the same time the unfavorable talent structure and professional capabilities need further improvement.(IV) Operation Plan In 2021 the Company made an overall operation plan. The Company will stabilize the operation on the basis of safety management expand the projects while strengthening the implementation. At the same time the Company will make efforts in key tasks such as project developments and constructions sales asset management and internal control. Additionally the Company will explore new growth areas vigorously gather all the possible efforts and accomplish more achievements in the reform and development of the company. 1. Focus on the stable operations. The Company will push forward the construction of projects in progress check the schedules and guarantee the quality and safety of the projects. Besides the Company will put more efforts in project marketing campaign to ensure the smooth completion of the annual sales target. Furthermore great attention will be paid to lease of property to achieve an effective increase in occupancy rate. 2. Forge ahead bravely exploring areas of growth. The Company will increase new lands and projects through acquisitions cooperative development open market "bidding auction and listing" and other ways. Exploring new growth areas proactively the Company will strive to reshape a new pattern of profit growth and eventually improve the quality. 3. Pay constant attention to the prevention and control of pandemic and safe production. The Company will undertake full responsibility in pandemic prevention and control normalizing its publicity and education.Optimizing the safety production management system will also be put on agenda. Boosting the standardization of safety production and "dual" prevention mechanism the Company plans to identify and eliminate the potential risks and intensify the safety management in important areas to ensure the smooth progress of production and operation.X Communications with the Investment Community such as Researches Inquiries and Interviews 1. During the Reporting Period √ Applicable □ Not applicable Date of visit Place of visit Way of visit Type of visitor Visitor Contents and materials provided Index to main inquiry information 2020-01-13 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the sales of project development and didn’t offer written materials N/A 2020-01-22 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and fundamentals of the Company and didn’t offer written materials N/A 2020-03-02 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and annual operation and expected disclosure time of annual report and didn’t offer written materials N/A 2020-03-05 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and share trading resumption time of the Company and didn’t offer written materials N/A 2020-03-16 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and share trading resumption time of the Company and didn’t offer written materials N/A 2020-03-19 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and fundamentals of the Company and didn’t offer written materials N/A 2020-03-26 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and plan arrangement of the Company and didn’t offer written materials N/A 2020-03-31 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and reasons for the long suspension of trading and share trading resumption time of the N/A Company and didn’t offer written materials 2020-04-10 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-04-29 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-05-08 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-05-13 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-05-28 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-06-03 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the impact of the 40th anniversary of the establishment of the Shenzhen Special Economic Zone and didn’t offer written materials N/A 2020-06-15 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-06-29 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and business situation and expected disclosure time of interim report and didn’t offer written materials N/A 2020-07-01 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-07-02 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and didn’t offer written materials N/A 2020-07-06 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and reasons for the long suspension of trading and share trading resumption time of the Company and didn’t offer written materials N/A 2020-07-09 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and expected disclosure time of third quarter report and didn’t offer written materials N/A 2020-07-15 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-07-23 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring the project development and business condition of the Company and annual operations without written materials and didn’t offer written materials N/A 2020-08-06 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and fundamentals of the Company and didn’t offer written materials N/A 2020-08-12 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-08-18 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and plan arrangement of the Company and didn’t offer written materials N/A 2020-08-26 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-09-07 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and fundamentals of the N/A Company and didn’t offer written materials 2020-09-11 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and didn’t offer written materials N/A 2020-09-14 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-09-15 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring of the Company and expected disclosure time of third quarter report and didn’t offer written materials N/A 2020-09-21 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and reasons for the long suspension of trading of the Company and didn’t offer written materials N/A 2020-09-22 The Company In writing Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-09-24 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and plan arrangement of the Company and its business conditions in the third quarter and didn’t offer written materials N/A 2020-09-25 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and reasons for the long suspension of trading of the Company and didn’t offer written materials N/A 2020-09-28 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-09-30 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and reasons for the long suspension of trading of the Company and didn’t offer written materials N/A 2020-10-13 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and fundamentals of the Company and didn’t offer written materials N/A 2020-10-14 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-10-16 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and project development and sales and operation of the Company and didn’t offer written materials N/A 2020-10-19 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and fundamentals of the Company and didn’t offer written materials N/A 2020-10-20 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and reasons for the long suspension of trading of the Company and didn’t offer written materials N/A 2020-10-22 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and fundamentals of the Company and didn’t offer written materials N/A 2020-10-26 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and reasons for the long suspension of trading of the Company and didn’t offer written materials N/A 2020-10-28 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-10-29 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and fundamentals of the Company and didn’t offer written materials N/A 2020-10-30 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-11-02 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and project development and sales and operation of the Company and didn’t offer written materials N/A 2020-11-03 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and reasons for the long suspension of trading of the Company and didn’t offer written materials N/A 2020-11-04 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-11-05 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and project development and sales and operation of the Company and didn’t offer written materials N/A 2020-11-06 The Company By telephone Individual Individual investor Inquired of the progress of assets restructuring and the expected time for stock trading resumption and didn’t offer written materials N/A 2020-11-09 The Company By telephone Individual Individual investor Inquired of the reasons for the terminations of asset restructuring and didn’t offer written materials N/A 2020-11-10 The Company By telephone Individual Individual investor Inquired of the future development plan of the Company and didn’t offer written materials N/A 2020-11-11 The Company By telephone Individual Individual investor Inquired of business situations of the Company and did not offer written materials N/A 2020-11-12 The Company By telephone Individual Individual investor Inquired of the reasons for the terminations of asset restructuring and didn’t offer written materials N/A 2020-11-13 The Company By telephone Individual Individual investor Inquired of the land reserves and projects progress of the Company and didn’t offer written materials N/A 2020-11-16 The Company By telephone Individual Individual investor Inquired of the reasons for the terminations of asset restructuring and didn’t offer written N/A materials 2020-11-17 The Company By telephone Individual Individual investor Inquired of the future development plan of the Company and didn’t offer written materials N/A 2020-11-19 The Company By telephone Individual Individual investor Inquired of business situations and strategic planning of the Company and didn’t offer written materials N/A 2020-11-24 The Company By telephone Individual Individual investor Inquired of the land reserves and projects progress of the Company and didn’t offer written materials N/A 2020-11-26 The Company By telephone Individual Individual investor Inquired of the future development plan of the Company and didn’t offer written materials N/A 2020-11-30 The Company By telephone Individual Individual investor Inquired of the land reserves and projects progress of the Company and didn’t offer written materials N/A 2020-12-04 The Company By telephone Individual Individual investor Inquired of business situations and strategic planning of the Company and didn’t offer written materials N/A 2020-12-09 The Company By telephone Individual Individual investor Inquired of business situation and didn’t offer written materials N/A 2020-12-21 The Company By telephone Individual Individual investor Inquired of project sales of the Company and didn’t offer written materials N/A 2020-12-28 The Company By telephone Individual Individual investor Inquired of the future development plan of the Company and didn’t offer written materials N/A Times of communications 66 Number of institutions communicated with 0 Number of individuals communicated with 66 Number of other communication parties 0 Tip-offs or leakages of substantial supposedly-confidential information during communications None Part V Significant Events I Profit Distributions to Ordinary Shareholders (in the Form of Cash and/or Stock) How the profit distribution policy especially the cash dividend policy for ordinary shareholders was formulated executed or revised in the Reporting Period: □ Applicable √ Not applicable The profit distributions to ordinary shareholders either in the form of cash or stock in the past three years (including the Reporting Period) are summarized as follows: The profit distribution strictly observe regulations of the Articles of Association and the specific cash dividend plan is worked out after the approval of the board meeting and general meeting. Independent directors played their roles with due diligence. For 2018 based on the total 1011660000 shares of the Company as at 31 December 2018 a cash dividend of RMB2.00 (tax included) was 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. For 2019 based on the total 1011660000 shares of the Company as at 31 December 2019 a cash dividend of RMB1.65 (tax included) was 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. For 2020 based on the total 1011660000 shares of the Company as at 31 December 2020 a cash dividend of RMB0.87 (tax included) was 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. Cash dividend for ordinary shareholders in the past three years (including the Reporting Period): Unit: RMB Year Cash dividends (tax inclusive) (A) Net profit attributable to ordinary shareholders of the listed company in consolidated statements for the year (B) A as % of B (%) Cash dividends in other forms (such as share repurchase) (C) C as % of B (%) Total cash dividends (including those in other forms) (D) D as % of B (%) 2020 88014420.0 0 290229772. 23 30.33% 0.00 0.00% 88014420.0 0 30.33% 2019 166923900. 00 552452307. 59 30.22% 0.00 0.00% 166923900. 00 30.22% 2018 202332000. 00 503498831. 60 40.19% 0.00 0.00% 202332000. 00 40.19% Indicate by tick mark whether the Company fails to put forward a cash dividend proposal for the ordinary shareholders despite the facts that the Company has made profits in the Reporting Period and the profits of the Company as the parent distributable to the ordinary shareholders are positive.□ Applicable √ Not applicable II Final Dividend Plan for the Reporting Period √ Applicable □ Not applicable Bonus shares for every 10 shares (share) 0 Dividend for every 10 shares (RMB) (tax inclusive) 0.87 Total shares as the basis for the profit distribution proposal (share) 1011660000 Cash dividends (RMB) (tax inclusive) 88014420.00 Cash dividends in other forms (such as share repurchase) (RMB) 0.00 Total cash dividends (including those in other forms) (RMB) 88014420.00 Distributable profit (RMB) 1360786232.53 Total cash dividends (including those in other forms) as % of total profit distribution 100% 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 2020 was reviewed and approved by the 60 th Meeting of the 7 th Board of Directors held on 19 March 2021 and intended to be submitted to The 2020 Annual General Meeting for review. Based on the total 1011660000 shares of the Company as at 31 December 2020 a cash dividend of RMB0.87 (tax included) will be distributed to the A-share and B-share holders for every 10 shares they hold without bonus share (tax included) and no share capital increase from capital reserve would be conducted. The profit distribution plan can be implemented upon review and approval of the Shareholders’ General Meeting of the Company.III Fulfillment of Commitments 1. Commitments of the Company’s Actual Controller Shareholders Related Parties and Acquirers as well as the Company Itself and other Entities Fulfilled in the Reporting Period or Ongoing at the Period-end √ Applicable □ Not applicable Commitment Promisor Type of commitm ent Details of commitment Date of commitm ent making Term of commitm ent Fulfillmen t Commitments made in time of asset restructuring The Company Asset restructur ing The Company's major asset restructuring was terminated and trading of the stocks was resumed on 9 November 2020.The Company promises that it 9 Novembe r 2020 Two months Complete d will not initiate the major asset restructuring after the announcement of termination was disclosed within at least two months. Fulfilled on time Yes Specific reasons for failing to fulfill commitments on time and plans for next step (if any) N/A 2. Where there had been an earnings forecast for an asset or project and the Reporting Period was still within the forecast period explain why the forecast has been reached for the Reporting Period. □Applicable √ Not applicable IV Occupation of the Company’s Capital by the Controlling Shareholder or Its Related Parties for Non-Operating Purposes □ Applicable √ Not applicable No such cases in the Reporting Period. V Explanations Given by the Board of Directors the Supervisory Board and the Independent Directors (if any) Regarding the Independent Auditor's “Modified Opinion” on the Financial Statements of the Reporting Period □ Applicable √ Not applicable VI YoY Changes to Accounting Policies Estimates and Methods √ Applicable □ Not applicable Please refer to “31. Changes in Main Accounting Policies and Estimates” of “III Main Accounting Policies and Estimates” in “Part XII Financial Statements” for details.VII Retrospective Restatements due to Correction of Material Accounting Errors in the Reporting Period □ Applicable √ Not applicable No such cases in the Reporting Period.VIII YoY Changes to the Scope of the Consolidated Financial Statements □ Applicable √ Not applicable No such cases in the Reporting Period.IX 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 (RMB’0000) 53 How many consecutive years the domestic independent auditor has provided audit service for the Company 2 Names of the certified public accountants from the domestic independent auditor writing signatures on the auditor’s report Zhao Juanjuan Jiang Xiaoming How many consecutive years the certified public accountants from the domestic independent auditor have provided audit service for the Company 2 Indicate by tick mark whether the independent auditor was changed for the Reporting Period.□ Yes √ No Independent auditor financial advisor or sponsor engaged for the audit of internal controls: √ Applicable □ Not applicable The Company hired Grant Thornton China (LLP) to provide internal control audit service for this Reporting Period at the cost of RMB0.23 million.X Possibility of Listing Suspension or Termination after Disclosure of this Report □ Applicable √ Not applicable XI Insolvency and Reorganization □ Applicable √ Not applicable No such cases in the Reporting Period.XII Major Legal Matters √Applicable □ Not applicable General informatio n Involved amount (RMB’0 000) Provision Progress Decisions and effects Execution of decisions Disclosur e date Index to disclosed information Xi’an Project Lawsuit 2100 No In execution ? Xi’an Business Tourism Company Limited (hereinafterreferred to as “Business Company”) had to pay for the compensation RMB36.62 million and the relevant interest (from 14 September 1998 to the Shaanxi High People’s Court Sold all assets of Business Company by auction in accordance with 19 August 2020 Interim Report 2020 (full text) on www.cninfo.com.cn payment day) to Xi’an Fresh Peak Company within one month after the judgment entering into force. If the Business Company failed to pay in time it had to pay double debt interests to Xi’an Fresh Peak Company for the overdue period; ② Xi’an Joint Commission on Commerce had jointly and severally obligation of the interests of the compensation; .③ Business Company shall bear RMB227500 of the acceptance fee and the security fee.laws in 2004.The applicant has received RMB15.20 million. Now Business Company has no executable properties and Xi’an Joint Commission on Commerce has been refusing to execute the ruling. It is difficult to recover the rest.XIII Punishments and Rectifications □ Applicable √ Not applicable No such cases in the Reporting Period.XIV Credit Quality of the Company as well as Its Controlling Shareholder and Actual Controller □ Applicable √ Not applicable XV Equity Incentive Plans Employee Stock Ownership Plans or Other Incentive Measures for Employees □ Applicable √ Not applicable No such cases in the Reporting Period.XVI Major Related-Party Transactions 1. Continuing Related-Party Transactions √Applicable □ Not applicable Related party Relatio nship with the Compa Type of transac tion Specifi c transact ion Pricing principl e Transa ction price Total value (RMB’ 0000) As % of total value of all same-t Approv ed transac tion line Over the approv ed line or not Metho d of settlem ent Obtain able market price for Disclos ure date Index to disclos ed inform ny ype transac tions (RMB’ 0000) same-t ype transac tions ation Shenzhe n Jianan (Group) Co. Ltd. Control led by the same compa ny as the parent Engine ering constru ction Wholly -owned subsidi ary underto ok enginee ring constru ction of related party Negoti ate through agreem ents - 725.82 2.89% 725.82 Not Bank transfer - 14 March 2020 2019 Annual Report disclos ed on www.c ninfo.c om.cn Shenzhe n Jianan (Group) Co. Ltd. Control led by the same compa ny as the parent Engine ering constru ction Wholly -owned subsidi ary paid total account for constru ction contract ed to related party Negoti ate through agreem ents - 18299. 46 42.81% 18299. 46 Not Bank transfer - 14 March 2020 2019 Annual Report disclos ed on www.c ninfo.c om.cn Total -- -- 19025. 28 -- 19025. 28 -- -- -- -- -- Large-amount sales return in detail N/A Give the actual situation in the Reporting Period (if any) where an estimate had been made for the total value of continuing related-party transactions by type to occur in the Reporting Period N/A Reason for any significant difference between the transaction price and the market reference price (if applicable) N/A 2. Related-Party Transactions Regarding Purchase or Sales of Assets or Equity Interests □ Applicable √ Not applicable No such cases in the Reporting Period.3. Related Transactions Regarding Joint Investments in Third Parties □ Applicable √ Not applicable No such cases in the Reporting Period. 4. Credits and Liabilities with Related Parties □ Applicable √ Not applicable No such cases in the Reporting Period. 5. Other Major Related-Party Transactions □ Applicable √ Not applicable No such cases in the Reporting Period.XVII Major Contracts and Execution thereof 1. Entrustment Contracting and Leases (1) Entrustment □ Applicable √ Not applicable No such cases in the Reporting Period. (2) Contracting □ Applicable √ Not applicable No such cases in the Reporting Period. (3) Leases □ Applicable √ Not applicable No such cases in the Reporting Period. 2. Major Guarantees □ Applicable √ Not applicable No such cases in the Reporting Period. 3. Cash Entrusted to Other Entities for Management (1) Cash Entrusted for Wealth Management √ Applicable □ Not applicable Overview of cash entrusted for wealth management in the Reporting Period Unit: RMB’0000 Type Capital resources Amount incurred Outstanding balance Overdue unrevoked amount Bank financial products Self-owned funds 100000 0 0 Total 100000 0 0 High-risk entrusted wealth management with significant single amount or low security poor liquidity and no capital preservation: □ Applicable √ Not applicable Whether there is the case where the principal cannot be recovered at maturity or other case which may cause impairment for entrusted wealth management □ Applicable √ Not applicable (2) Entrusted Loans □ Applicable √ Not applicable No such cases in the Reporting Period. 4. Significant Continuing Contracts □ Applicable √ Not applicable 5. Other Major Contracts □ Applicable √ Not applicable No such cases in the Reporting Period.XVIII Corporate Social Responsibility (CSR) 1. Measures Taken to Fulfill CSR Commitment The Company has proactively fulfilled its social responsibilities. While pursuing economic benefits and protecting the interests of shareholders it complied with the overall development of the country and society protected the legal rights of creditors and employees positively and treated the suppliers customers and consumers with integrity. Participating in the public welfare undertakings such as environment protection and community activities positively the Company took efforts in keeping a harmonious development of the Company itself and the whole society. During the Reporting Period the Company actively fought against the pandemic which fully demonstrated the responsibility of state-owned enterprises. Also the Company donated RMB500000 to the “Municipal State-owned Enterprise Aiding Hubei Special Fund Raising Action” exempted and reduced rents for tenants for about RMB18.36 million. Besides in accordance with the idea of “creating a civilized community” in Jiabei Community the Company organized road traffic civilization persuasion and "creating a civilized community" voluntary activities twice with the participation of a total of 215 party members and mass volunteers. During this process the employees' sense of social responsibility was hugely enhanced. 2. Measures Taken for Targeted Poverty Alleviation The Company conducted no targeted poverty alleviation activities during the Reporting Period and has no subsequent plans yet. 3. Issues Related to Environmental Protection Indicate by tick mark whether the Company or any of its subsidiaries is identified as a major polluter by the environmental protection authorities.□ Yes √ No XIX Other Significant Events √ Applicable □ Not applicable Since the planning for major asset restructuring the Company's stocks have been suspended for trading since the opening of the stock market on 14 September 2016. During the suspension period the Company kept close communication with all trading parties worked hard in due diligence auditing evaluation and other issues and fulfilled the required decision-making procedures and information disclosure timely. In view of the current market environment and many other reasons it was still not a good time to advance the major asset restructuring.Therefore in order to effectively protect the interests of the Company and all shareholders the Company decided to terminate the major asset restructuring after careful consideration. On 9 November 2020 the stock trading resumed. For details please refer to the Announcement on the Termination of Planning for Major Asset Restructuring and the Stock Trading Resumption (No. 2020-085) which was disclosed by the Company on www.cninfo.com.cn on 9 November 2020.XX Significant Events of Subsidiaries □ Applicable √ Not applicable Part VI Share Changes and Shareholder Information I. Share Changes 1. Share Changes Unit: share Before Increase/decrease (+/-) After Shares Percentag e (%) New issues Shares as dividend converte d from profit Shares as dividend converte d from capital reserves Other Subtota l Shares Percenta ge (%) 1. Restricted shares 0 0.00% 0 0 0 0 0 0 0.00% 1.1 Shares held by the state 0 0.00% 0 0 0 0 0 0 0.00% 1.2 Shares held by state-own Legal-person 0 0.00% 0 0 0 0 0 0 0.00% 1.3 Shares held by other domestic investors 0 0.00% 0 0 0 0 0 0 0.00% Among which: shares held by domestic legal person 0 0.00% 0 0 0 0 0 0.00% Shares held by domestic natural person 0 0.00% 0 0 0 0 0 0 0.00% 1.4 Oversea shareholdings 0 0.00% 0 0 0 0 0 0.00% Among which: shares held by oversea legal person 0 0.00% 0 0 0 0 0 0 0.00% Shares held by oversea natural person 0 0.00% 0 0 0 0 0 0 0.00% 2. Unrestricted shares 101166000 0 100.00% 0 0 0 0 0 101166000 0 100.00% 2.1 RMB ordinary shares 891660000 88.14% 0 0 0 0 0 891660000 88.14% 2.2 Domestically 120000000 11.86% 0 0 0 0 0 120000000 11.86% listed foreign shares 2.3 Oversea listed foreign shares 0 0.00% 0 0 0 0 0 0 0.00% 2.4 Other 0 0.00% 0 0 0 0 0 0 0.00% 3. Total shares 101166000 0 100.00% 0 0 0 0 0 101166000 0 100.00% Reasons for share changes: □ Applicable √ Not applicable Approval of share changes: □ Applicable √ Not applicable Transfer of share ownership: □ Applicable √ Not applicable Progress on any share repurchase: □ Applicable √ Not applicable Progress on reducing the repurchased shares by means of centralized bidding: □ Applicable √ Not applicable Effects of share changes on the basic and diluted earnings per share equity per share attributable to the Company’s ordinary shareholders and other financial indicators of the prior year and the prior accounting period respectively: □ Applicable √ Not applicable Other information that the Company considers necessary or is required by the securities regulator to be disclosed: □ Applicable √ Not applicable 2. Changes in Restricted Shares □ Applicable √ Not applicable II. Issuance and Listing of Securities 1. Securities (Exclusive of Preferred Shares) Issued in the Reporting Period □ Applicable √ Not applicable 2. Changes to Total Shares Shareholder Structure and Asset and Liability Structures □ Applicable √ Not applicable 3. Existing Staff-Held Shares □ Applicable √ Not applicable III Shareholders and Actual Controller 1. Shareholders and Their Shareholdings at the Period-End Unit: share Number of ordinary shareholders 74276 Number of ordinary shareholders at the month-end prior to the disclosure of this Report 74556 Number of preferred shareholders with resumed voting rights (if any) 0 Number of preferred shareholders with resumed voting rights at the month-end prior to the disclosure of this Report (if any) 0 Shareholding of ordinary shareholders holding more than 5% shares or the top 10 of ordinary shareholders Name of shareholder Nature of shareholder Holdin g percent age (%) Number of shareholdin g at the end of the Reporting Period Increase and decrease of shares during Reporting Period Numbe r of shares held subject to trading morator ium Number of shares held subject to trading moratorium Pledged or frozen shares Status of shares Amou nt Shenzhen Investment Holdings Co. Ltd State-owned legal person 63.55% 64288426 2 0 642884262 Sun Longzhan Domestic natural person 0.14% 1464248 1464248 1464248 Yang Shuilian Domestic natural person 0.14% 1412900 139200 1412900 Tan Shiqing Domestic natural person 0.13% 1286701 0 1286701 Yang Jianxiong Domestic natural person 0.12% 1255750 0 1255750 Shenzhen Bao'an Songgang Huamei Industry Company Domestic non-state-owned legal person 0.12% 1205096 1205096 1205096 Duan Weiping Domestic natural person 0.12% 1190000 1190000 1190000 Central Huijin Asset Management Co. Ltd.State-owned legal person 0.12% 1165500 0 1165500 Hong Kong Securities Clearing Company Ltd. Foreign legal person 0.11% 1117641 1117641 1117641 Wu Haoyuan Foreign natural person 0.11% 1109300 0 1109300 Strategic investor or general legal person becoming a top-10 ordinary shareholder due to rights issue (if any) (see Note 3) None Related or acting-in-concert parties among the shareholders above Among the top 10 shareholders of the Company SPG is neither a related party to nor one of the persons acting in concert with other shareholders as prescribed in the Administrative Measures for the Acquisition of Listed Companies. The Company does not know whether there exists associated relationship among the other shareholders or whether they are persons acting in concert as prescribed in the Administrative Measures for the Acquisition of Listed Companies. Above shareholders involved in entrusting/being entrusted with voting rights and giving up voting rights None Top 10 unrestricted shareholders Name of shareholder Unrestricted shares held at the period-end Shares by type Type Shares Shenzhen Investment Holdings Co. Ltd 642884262 RMB ordinary shares 642884262 Sun Longzhan 1464248 RMB ordinary shares 1464248 Yang Shuilian 1412900 RMB ordinary shares 1412900 Tan Shiqing 1286701 RMB ordinary shares 1286701 Yang Jianxiong 1255750 Domestically listed foreign shares 1255750 Shenzhen Bao'an Songgang Huamei Industry Company 1205096 RMB ordinary shares 1205096 Duan Weiping 1190000 RMB ordinary shares 1190000 Central Huijin Asset Management Co. Ltd. 1165500 RMB ordinary shares 1165500 Hong Kong Securities Clearing Company Ltd. 1117641 RMB ordinary shares 1117641 Wu Haoyuan 1109300 Domestically listed foreign shares 1109300 Related or acting-in-concert parties among top 10 unrestricted public shareholders as well as between top 10 unrestricted public shareholders and top 10 shareholders Among the top 10 unrestricted public shareholders of the Company SPG is neither a related party to nor one of the persons acting in concert with other shareholders as prescribed in the Administrative Measures for the Acquisition of Listed Companies. The Company does not know whether there exists associated relationship among the other shareholders or whether they are persons acting in concert as prescribed in the Administrative Measures for the Acquisition of Listed Companies. Top 10 ordinary shareholders involved in securities margin trading (if any) (see Note 4) Both the fourth and sixth shareholders held all their shares of the Company in their margin 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 Name of controlling shareholder Legal representative/p erson in charge Date of establishment Unified social credit code Principal activity Shenzhen Investment Holdings Co. Ltd.Wang Yongjian 13 October 2004 767566421 Investment in equities on behalf of the government and management of those investments; development and operation of government-allocated land; and investment in and provision of services for strategic emerging industries Controlling shareholder’s holdings in other listed companies at home or abroad in the Reporting Period 339450000 shares in SZPRD A (000011) representing a stake of 56.96%;; 234070000 shares in STHC (000045) representing a stake of 46.10%; 9590000 shares in Shenzhen Universe A (000023) representing a stake of 6.91%; 962720000 shares in Ping An (601318) representing a stake of 5.27%; 3223110000 shares in Guosen Securities (002736) representing a stake of 33.53%; 609240000 of A shares and 103370000 of H shares in Guotai Junan (601211) representing a stake of 8%; 195030000 shares in Telling Holding (000829) representing a stake of 18.89%; 208850000 shares in Shenzhen International (00152) representing a stake of 43.91%; 604820000 shares in BEAUTYSTAR (002243) representing a stake of 49.96%; 2213450000 shares in Bay Area Development (00737) representing a stake of 71.83%; 315830000 shares in Infinova (002528) representing a stake of 26.35%; 388450000 shares in EA (002183) representing a stake of 18.30%; 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 4.84%; 77270000 shares in Vanke (02202) representing a stake of 0.67%. Change of the controlling shareholder in the Reporting Period: □ Applicable √ Not applicable No such cases in the Reporting Period. 3. Actual Controller and Its Acting-in-Concert Parties Nature of the actual controller: Local institution for state-owned assets management Type of the actual controller: legal person Name of actual controller Legal representative/p erson in charge Date of establishment Unified social credit code Principal activity Shenzhen State-owned Assets Supervision and Administration Commission Yu Gang 31 July 2004 K3172806-7 Perform the responsibilities of investor on behalf of the state and supervise and manage the authorized state-owned assets legally.Other listed companies at In addition to the Company controlling shareholder - Shenzhen Investment Holding Co.home or abroad controlled by the actual controller in the Reporting Period Ltd. Other domestic and overseas listed companies whose equity held by the actual controllers did not rank among the top ten shareholders of the Company. Change of the actual controller during the Reporting Period: □ Applicable √ Not applicable No such cases in the Reporting Period.Ownership and control relations between the actual controller and the Company: Indicate by tick mark whether the actual controller controls the Company via trust or other ways of asset management. □ Applicable √ Not applicable 4. Other 10% or Greater Corporate Shareholders □ Applicable √ Not applicable 5. Limitations on Shareholding Decrease by the Company’s Controlling Shareholder Actual Controller Reorganizer and Other Commitment Makers □ Applicable √ Not applicable Part VII Preferred Shares □ Applicable √ Not applicable No preferred shares in the Reporting Period.Part VIII Convertible Bonds □ Applicable √ Not applicable No convertible bonds in the Reporting Period.Part IX Directors Supervisors Senior Management and Staff I Change in Shareholdings of Directors Supervisors and Senior Management Name Office title Incumbent/ Former Gend er Age Start of tenure End of tenure Beginni ng shareho lding (share) Increase in the Reportin g Period (share) Decreas e in the Reporti ng Period (share) Other increas e/decre ase (share) Ending shareh olding (share) Liu Zhengyu Chairman of the Board Incumbent Male 51 15 January 2020 0 0 0 0 0 Tang Xiaoping Director Incumbent Male 51 31 December 2020 0 0 0 0 0 Tang Xiaoping GM Incumbent Male 51 14 December 2020 0 0 0 0 0 Deng Kangcheng Director Incumbent Male 55 17 April 2012 10000 0 0 0 10000 Zhao Zhongliang Director Incumbent Male 51 31 December 2020 0 0 0 0 0 Zhao Zhongliang CFO Incumbent Male 51 14 December 2020 0 0 0 0 0 Wen Li Director Incumbent Femal e 52 8 September 2006 0 0 0 0 0 Sun Minghui Director Incumbent Male 40 31 December 2020 0 0 0 0 0 Kang Xiaoyue Independent director Incumbent Male 57 15 May 2018 0 0 0 0 0 He Zuowen Independent director Incumbent Male 59 30 June 2020 0 0 0 0 0 Mi Xuming Independent director Incumbent Male 46 30 June 2020 0 0 0 0 0 Li Lian Chairman of the Supervisory Committee Incumbent Femal e 54 31 December 2020 0 0 0 0 0 Ren Wei Supervisor Incumbent Male 41 15 May 2018 2000 0 0 0 2000 Li Yufei Supervisor Incumbent Femal e 43 17 April 2012 0 0 0 0 0 Feng Hongwei Supervisor Incumbent Male 50 2 March 2017 0 0 0 0 0 Lin Jun Supervisor Incumbent Femal e 52 27 April 2016 0 0 0 0 0 Wei Hanping Vice GM Incumbent Femal e 55 28 September 2012 0 0 0 0 0 Zhang Hongwei Vice GM Incumbent Male 55 15 July 2020 0 0 0 0 0 Luo Yi Secretary of the Board Incumbent Male 47 31 December 2020 0 0 0 0 0 Zhou Jianguo Chairman of the Board Former Male 66 11 February 2009 15 Janua ry 2020 0 0 0 0 0 Zhuang Quan Chairman of the Supervisory Committee Former Male 66 17 April 2012 15 Janua ry 2020 80000 0 0 0 80000 Chen Maozheng General Manager and Director Former Male 57 17 April 2012 30 June 2020 0 0 0 0 0 Song Botong Independent director Former Male 53 15 October 2010 30 June 2020 0 0 0 0 0 Zhang Shunwen Independent director Former Male 55 23 April 2014 30 June 2020 0 0 0 0 0 Zhang Lei Director Former Male 53 17 April 2012 31 Dece mber 2020 0 0 0 0 0 Zhang Lei CFO Former Male 53 17 April 2012 14 Dece mber 2020 0 0 0 0 0 Jiang Lihua Director Former Femal e 57 17 April 2012 31 Dece mber 2020 0 0 0 0 0 Dai Xianhua Chairman of the Supervisory Committee Former Male 59 15 January 2020 31 Dece mber 2020 0 0 0 0 0 Tang Xiaoping Secretary of the Board Appointed and Male 51 26 April 2018 31 Dece 0 0 0 0 0 dismissed mber 2020 Tang Xiaoping Vice GM Appointed and dismissed Male 51 22 October 2013 14 Dece mber 2020 0 0 0 0 0 Total -- -- -- -- -- -- 92000 0 0 0 92000 II 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 Elected 15 January 2020 Dai Xianhua Chairman of the Supervisory Committee Elected 15 January 2020 Zhou Jianguo Chairman of the Board Left 15 January 2020 Retired Zhuang Quan Chairman of the Supervisory Committee Left 15 January 2020 Retired Chen Maozheng Director Left 30 June 2020 Job change Chen Maozheng General Manager Left 30 June 2020 Job change Song Botong Independent director Left for expiration of appointment 30 June 2020 Expiration of appointment Zhang Shunwen Independent director Left for expiration of appointment 30 June 2020 Expiration of appointment He Zuowen Independent director Elected 30 June 2020 Mi Xuming Independent director Elected 30 June 2020 Zhang Hongwei Vice GM Appointed 15 July 2020 Tang Xiaoping GM Appointed 14 December 2020 Tang Xiaoping Vice GM Appointed 14 December 2020 Post change Zhang Lei CFO Left 14 December 2020 Job change Zhao Zhongliang CFO Appointed 14 December 2020 Zhang Lei Director Left 31 December 2020 Job change Jiang Lihua Director Left 31 December 2020 Retired Tang Xiaoping Director Elected 31 December 2020 Sun Minghui Director Elected 31 December 2020 Zhao Zhongliang Director Elected 31 December 2020 Dai Xianhua Chairman of the Supervisory Committee Left 31 December 2020 Job change Li Lian Chairman of the Supervisory Committee Elected 31 December 2020 Tang Xiaoping Secretary of the Board Appointed 31 December 2020 Post change Luo Yi Secretary of the Board Appointed 31 December 2020 III Biographical Information Professional backgrounds major work experience and current duties in the Company of the incumbent directors supervisors and senior management: 1. Liu zhengyu: he once was the director of Inspection Department in State-owned Assets Supervision and Administration Commission of the People’s Government of Shenzhen Municipal and Chief Accountant of Shenzhen Investment Holdings Co. Ltd. Now he acts as the vice GM and the member of CPC of Shenzhen Investment Holdings Co. Ltd. the Chairman of the Board secretary of CPC of the Company. 2. 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 of the Company and secretary of the Board of the Company. He is currently the director GM and deputy secretary of the CPC of the Company. 3. 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 and Vice Secretary of CPC of the Company. 4. Zhao Zhongliang: former director and CFO of Shenzhen Rosso Pharmaceutical Co. Ltd. member of the president team and CFO of Sichuan Lisen Building Materials Group Co. Ltd. supervisor of Ningbo Haiyue New Materials Co. Ltd. director and CFO of Shenzhen Investment Control Property Management Co. Ltd. director and CFO of Shenzhen Shentou Education Co. Ltd.; currently serves as Director and CFO of the Company. 5. 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 vive secretary of CPC in Shenzhen Bay Technology Development Co. Ltd. and the director of the Company. 6. 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. 7. Kang Xiaoyue: he was once the staff member of Department of Justice of Jiangxi Province a reporter editor and head of News Department of Shenzhen Legal Newspaper. Chief Lawyer senior partner of Guangdong New Century Law Firm (now 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. 8. He Zuowen: formerly associate professor of accounting and director of teaching and research section of Changsha University of Science & Technology partner and deputy director of Shenzhen Huapeng Certified Public Accountants partner of BDO Certified Public Accountants; 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 JPT Opto-Electronics Co. Ltd. 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 Guangdong Provincial Senior Accountant Review Committee member of the Shenzhen Municipal Social Organization Disciplinary Inspection Committee of the Communist Party of China deputy secretary and secretary of the Disciplinary Committee of Shenzhen CPA Industry Committee and director of Shenzhen Certified Tax Agents Association. 9. Mi Xuming: Former lecturer at Shenzhen University postdoctor of post-doctoral mobile station for applied economics of School of Economics of Xiamen University visiting scholar at the University of Exeter; currently associate professor and master tutor of Shenzhen University and at the same time as the independent directors of ChinaLin Securities Co. Ltd. Shenzhen Farben Information Technology Co. Ltd. and the Company. 10. Li Lian: Former Deputy Director and Deputy Secretary of the Party Branch of Shenzhen Foreign Economic and Trade Service Center Secretary of the Disciplinary Committee and Chairman of the Supervisory Committee of Shenzhen Shentou Education Co. Ltd.; currently Chairman of the Supervisory Committee and Secretary of the Disciplinary Committee of the Company. 11. 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. 12. 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. 13. Feng Hongwei: he once was the Vice Chief of the Board Secretariat and the Securities Representative. Now he acts as the supervisor and minister of Audit Department of the Company. 14. 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). 15. Wei Hanping: she ever worked as the manager of the Leasing Operation Department in Shenzhen City Construction Development (Group) Co. and the manager of Cost Control Department of the Company. And she now serves as the Vice GM of the Company. 16. 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 manager of Dongle Project GM of Longgang Development 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 Name Shareholding entity Office held in the shareholding entity Start of tenure End of tenure Remuneration or allowance from the shareholding entity Liu Zhengyu Shenzhen Investment Holdings Co. Ltd Vice GM member of CPC 9 January 2017 Yes Sun Minghui Shenzhen Investment Holdings Co. Ltd Chief of Financial Department (Settlement Center) 11 November 2020 Yes Ren Wei Shenzhen Investment Holdings Co. Ltd Vice minister of Audit Department 18 September 2017 Yes Li Yufei Shenzhen Investment Holdings Co. Ltd Deputy Director of Discipline Inspection Office 9 July 2015 Yes Offices held concurrently in other entities: √Applicable □Not applicable Name Other entity Office held in the entity Start of tenure End of tenure Remunerati on or allowance from the entity Liu Zhengyu Shenzhen Urban Transport Planning Center Co.. Ltd. Director 17 October 2017 17 December 2019 No Liu Zhengyu Telling Telecommunication Holding Co. Ltd. Director 2 March 2017 23 April 2020 No Liu Zhengyu China's State Owned Capital Venture Capital Fund Director 16 August 2016 No Liu Zhengyu Kashi Shenzhen City Co. Ltd. Director 8 October 2013 No Liu Zhengyu Shenzhen Investment Holdings Bay Area Development Co. Ltd. Non-execut ive director Chairman of the Board 14 March 2018 No Liu Zhengyu Shenzhen Investment International Capital Holdings Infrastructure Co. Ltd. Director 18 December 2017 No Liu Zhengyu Shenzhen Investment International Capital Holdings Co. Ltd. Director 9 September 2016 No Liu Zhengyu Tsinghua Tri Shenzhen Co. Ltd. Director December 12 2019 No Liu Zhengyu SIHC Hong Kong Investment Holdings Limited Director March 11 2019 No Liu Zhengyu Research Institute of Tsinghua University in Shenzhen Member of a council April 10 2018 No Deng Kangcheng Shenzhen Leaguer Co. Ltd. Director June 15 2020 No Wen Li Shenzhen Bay Technology Development Co. Ltd. Director GM and Vice Secretary of CPC December 1 2016 Yes Sun Minghui Meizhou Shenmei Friendship Building Co. Ltd. Director January 13 2014 June 18 2020 No Sun Minghui China Nanshan Development (Group) Co. Ltd. Supervisor October 17 2017 No Sun Minghui Shenzhen Highway Passenger Transportation Service Centre Co. Ltd.Supervisor June 16 2017 No Sun Minghui China Science And Technology Development Co. Ltd. Supervisor June 27 2017 No Sun Minghui ULTRARICH INTERNATIONAL LIMITED Director November 11 2020 No Sun Minghui China Southern Fund Management Co. Ltd.Supervisor November 11 2020 No Sun Minghui Hubei SIHC Investment Development Co. Ltd. Director November 11 2020 No Sun Minghui Shenzhen Textile (Holdings) Co. Ltd. Director February 10 2021 No Ren Wei Shenzhen Construction & Installation (Group) Co. Ltd.Supervisor October 22 2017 July 8 2020 No Ren Wei Shenzhen Sungang China Resources Land Development Co. Ltd.Supervisor October 17 2017 No Li Yufei Shenzhen Dapengwan Huaqiao Tomb Director November 19 2015 No Li Yufei Shenzhen Sports Center Operation Management Co. Ltd.Supervisor December 22 2015 June 18 2020 No Kang Xiaoyue Beijing Weiheng (Shenzhen) Law Firm Senior partner December 2 2019 Yes He Zuowen Dahua Certified Public Accountants (Special General Partnership) Partner December 1 2002 Yes He Zuowen Shenzhen Tianye Tax Agency Co. Ltd. Chairman of the Board December 1 2008 Yes He Zuowen Shenzhen JPT Opto-Electronics Co.Ltd.Independen t director June 1 2017 Yes He Zuowen Shenzhen Textile (Holdings) Co. Ltd.Independen t director July 19 2017 Yes He Zuowen Shenzhen Bioeasy Biotechnology Co.Ltd.Independen t director October 1 2017 Yes He Zuowen Shenzhen Tongyi Industry Co. Ltd.Independen t director October 11 2018 Yes Mi Xuming Shenzhen University Associate professor and master tutor December 1 2009 Yes Mi Xuming ChinaLin Securities Co. Ltd. Independen t director April 10 2017 Yes Mi Xuming Shenzhen Farben Information Technology Co. Ltd.Independen t director January 29 2021 Yes 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 IV Remuneration of Directors Supervisors and Senior Management Decision-making procedure determination basis and actual payments of remuneration for directors supervisors and senior management: 1. The remuneration of the Company's directors supervisors and senior managers shall be determined and implemented in accordance with the regulations of the Company's remuneration management system. 2. After the review and approval at the 2013 Annual General Meeting of Shareholders held on April 23 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. 3. He Zuowen an independent director also receives the allowance of independent director in Shenzhen Textile (Group) Co. Ltd. Shenzhen textile (Group) Co. Ltd and the Company are under the control of the same dominant shareholder and are related parties of the Company.Remuneration of directors supervisors and senior management for the Reporting Period Unit: RMB’0000 Name Office title Gender Age Incumbent/For mer Total before-tax remuneration from the Company Any remuneration from related party Liu Zhengyu Chairman of the Board Male 51 Incumbent Yes Tang Xiaoping Director and GM Male 51 Incumbent 115.02 No Deng Kangcheng Director Male 55 Incumbent 117.32 No Zhao Zhongliang Director and CFO Male 51 Incumbent Yes Wen Li Director Female 52 Incumbent Yes Sun Minghui Director Male 40 Incumbent Yes Kang Xiaoyue Independent director Male 57 Incumbent 8.4 No He Zuowen Independent director Male 59 Incumbent 4.2 Yes Mi Xuming Independent director Male 46 Incumbent 4.2 No Li Lian Chairman of the Supervisory Committee Female 54 Incumbent Yes Ren Wei Supervisor Male 41 Incumbent Yes Li Yufei Supervisor Female 43 Incumbent Yes Feng Hongwei Supervisor Male 50 Incumbent 63.93 No Lin Jun Supervisor Female 52 Incumbent 63.93 No Wei Hanping Vice GM Female 55 Incumbent 117.32 No Zhang Hongwei Vice GM Male 55 Incumbent 80.3 No Luo Yi Secretary of the Board Male 47 Incumbent 60.44 No Zhou Jianguo Chairman of the Board Male 66 Former 59.44 No Zhuang Quan Chairman of the Supervisory Committee Male 66 Former 46.5 No Chen Maozheng General Manager and Director Male 57 Former 89.4 Yes Song Botong Independent director Male 53 Former No Zhang Shunwen Independent director Male 55 Former 4.2 No Zhang Lei Director and CFO Male 53 Former Yes Jiang Lihua Director Female 57 Former Yes Dai Xianhua Chairman of the Supervisory Committee Male 59 Former Yes Total -- -- -- -- 834.6 -- Equity incentives for directors supervisors and senior management in the Reporting Period: □ Applicable √ Not applicable V Employees 1. Number Functions and Educational Backgrounds of Employees Number of in-service employees of the Company as the parent 100 Number of in-service employees of major subsidiaries 1568 Total number of in-service employees 1668 Total number of paid employees in the Reporting Period 1665 Number of retirees to whom the Company as the parent or its major subsidiaries need to pay retirement pensions 0 Functions Function Employees Production 1053 Sales 78 Technical 412 Financial 51 Administrative 74 Total 1668 Educational backgrounds Educational background Employees Doctors 1 Masters 21 Bachelors 169 College graduates 245 Technical secondary school graduates 100 High school graduates and below 1132 Total 1668 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. 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 Part X 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 Guidelines for Standardized Operation of Listed Companies of Shenzhen Stock Exchange 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 Guidelines for the Standardized Operation of Listed Companies of Shenzhen Stock Exchange 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 Guidelines for the Standardized Operation of Listed Companies of Shenzhen Stock Exchange 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 the regulatory documents issued by the CSRC governing the governance of listed companies.□ Yes √ No No such cases in the Reporting Period.II The Company’s Independence from Its Controlling Shareholder in Business Personnel Asset Organization and Financial Affairs (I) In respect of business the Company possessed independent production supply and sales system; (II) In respect of personnel the Company was absolutely independent in management of labor personnel and salaries from the controlling shareholders. All the senior executives of the Company took no office title concurrently and drew no remunerations from the Shareholder Company.(III) In respect of assets the Company possessed independent and integrated assets and the property of the Company is transparent. (IV) In respect of organization the Board of Directors and the Supervisory Board operated independently. There existed no superior-inferior relationship between the controlling shareholder and its function department and the Company. (V) In respect of finance the Company has independent financial department independently accounted and paid taxes according to the law. The Company established a complete accounting system financial accounting system and financial administrative systems. The Company opened independent bank accounts.III Horizontal Competition □ Applicable √ Not applicable IV Annual and Special General Meetings Convened during the Reporting Period 1. General Meeting Convened during the Reporting Period Meeting Type Investo r particip ation ratio Date of the meeting Disclosure date Index to disclosed information The 1 st Extraordinary General Meeting of 2020 Extraordinary General Meeting 63.59% 15 January 2020 16 January 2020 Announcement on Resolutions of the 1 st Extraordinary General Meeting of 2020 disclosed on www.cninfo.com.cn.The 2019 Annual General Meeting Annual General Meeting 63.60% 29 April 2020 30 April 2020 Announcement on Resolutions of 2019 Annual General Meeting disclosed on www.cninfo.com.cn.The 2 nd Extraordinary General Meeting of 2020 Extraordinary General Meeting 63.59% 30 June 2020 1 July 2020 Announcement on Resolutions of the 2 nd Extraordinary General Meeting of 2020 disclosed on www.cninfo.com.cn.The 3 rd Extraordinary General Meeting of 2020 Extraordinary General Meeting 63.56% 31 December 2020 4 January 2021 Announcement on Resolutions of the 3 rd Extraordinary General Meeting of 2020 disclosed on www.cninfo.com.cn. 2. Special General Meetings Convened at the Request of Preferred Shareholders with Resumed Voting Rights □ Applicable √Not applicable V Performance of Duty by Independent Directors in the Reporting Period 1. Attendance of Independent Directors at Board Meetings and General Meetings Attendance of independent directors at board meetings and general meetings Independent director Total number of board meetings the independent director was eligible to attend Board meetings attended on site Board meetings attended by way of telecommuni cation Board meetings attended through a proxy Board meetings the independent director failed to attend The independent director failed to attend two consecutive board meetings (yes/no) General meetings attended Song Botong 4 4 0 0 0 No 3 Zhang Shunwen 4 4 0 0 0 No 1 Kang Xiaoyue 11 7 4 0 0 No 4 He Zuowen 7 3 4 0 0 No 1 Mi Xuming 7 3 4 0 0 No 1 Why any independent director failed to attend two consecutive board meetings: Not applicable 2. Objections Raised by Independent Directors on Matters of the Company Indicate by tick mark whether any independent directors raised any objections on any matter of the Company.□ Yes √ No No such cases in the Reporting Period. 3. Other Information about the Performance of Duty by Independent Directors Indicate by tick mark whether any suggestions from independent directors were adopted by the Company.√ Yes □ No Suggestions from independent directors adopted or not adopted by the Company: In reviewing major matters concerning production and operation decision-making nomination of directors and appointment of senior managers the independent directors of the Company have obtained the actual situation through on-site investigation inquiry to relevant personnel and search for and access to information made prudent judgments by using their own professional knowledge and expressed independent objective and impartial opinions which are not affected by the Company's dominant shareholders actual controllers or other institutions and individuals who have any interest in the Company.VI Performance of Duty by Specialized Committees under the Board in the Reporting Period The board of directors of the Company has a strategy committee an audit committee a nomination committee and a salary and assessment committee set under it. During the reporting period the special committees have carried out their work actively and efficiently which has effectively promoted the standardized operation and scientific decision-making of the board of directors. 1. Performance of the Strategic Committee of the Board of Directors The strategy committee of the board of directors of the Company focuses on the development status and the trend of the industry and studies the Company's long-term development strategy and major investment decisions. 2. Performance of the Audit Committee of the Board of Directors The Audit Committee of the Board of Directors actively promoted the progress of the annual audit and the relevant work. It reviewed on the Company’s following issues: Arrangement on the Annual Audit Work Periodic Financial Report Profit Distribution Plan Renewal of CPAs Firm Auditing of Internal Control Fund Transfer Between Listed Companies and Related Parties and Guarantee Events etc. Besides it also kept full and necessary communication with the annual auditor of the Company. During the Reporting Period the Audit Committee of the Board of Directors has convened four meetings reviewed the Company’s financial statements and the auditing result issued by the annual auditor of the Company as well as issued their opinions after the review and remarked for the Annual Financial Report Provisions for Asset Impairment and Renewal of CPAs Firm. 3. Performance of the Remuneration and Appraisal Committee of the Board of Directors During the reporting period the remuneration and assessment committee of the board of directors has held meetings to review the remuneration of directors supervisors and senior managers disclosed in the 2019 Annual Report carefully so as to ensure that the information disclosed is true accurate and complete. 4. Performance of the Nomination Committee of the Board of Directors During the reporting period the nomination committee of the board of directors of the Company has held four meetings to review the candidates of independent directors non-independent directors and senior managers.VII Performance of Duty by the Supervisory Committee Indicate by tick mark whether the Supervisory Committee found any risk to the Company during its supervision in the Reporting Period.□ Yes √ No The Supervisory Committee raised no objections in the Reporting Period.VIII Appraisal of and Incentive for Senior Management The Company's board of directors assesses evaluates and employs management teams. The Company’s chairman and general manager implement the annual salary system and the annual salary is composed of basic salary and performance compensation. The shareholder unit formulates assessment methods for assessment. The other senior management personnel's compensation is determined based on individual job performance with reference to the total salary of the Company’s leader; the Company has not implemented equity incentive plan.IX Internal Control 1. Material Internal Control Weaknesses Identified for the Reporting Period □ Yes √ No 2. Internal Control Self-Evaluation Report Disclosure date of the internal control self-evaluation report 20 March 2021 Index to the disclosed internal control self-evaluation report 2020 Internal Control Self-Evaluation Report on www.cninfo.com.cn Evaluated entities’ combined assets as % of consolidated total assets 86.88% Evaluated entities’ combined operating revenue as % of consolidated operating revenue 100.00% Identification standards for internal control weaknesses Type Weaknesses in internal control over financial reporting Weaknesses in internal control not related to financial reporting Nature standard The Company in line with the actual situation when the follows events or indications happen which means there probably existing serious or important defects in the financial report; (1) the directors supervisors and senior executives were fraud. (2) Certified Public Accountant find that there is a significant error in the financial report however the internal control did not discover it when conducting internal control; (3) The Audit Committee under the The criterion of quality of the recognition of defects of internal control in the non-financial statements mainly were order of severity of defect involving business nature the direct or potential negative influence nature and the influence scope and other factors. If the follows events or indicators occur there may be serious or important defects of internal control in the non-financial statements:(1) Lack democratic decision-making Board and Internal Audit Service's supervision to the internal control is invalid. (4) The accounting personnel were without necessary qualities to complete the preparation of financial statements.process if lack significant problem decision-making important appointment and dismissal of cadres significant project investment decision-making; usage of large capital (three important one large); (2) Unscientific decision-making process such as the major decision-making errors has caused a serious property loss to the company; (3) Seriously violating state laws and regulations; (4) Loss of key management personnel or important talent; (5) Negative news media appear frequently and widely spread; (6) The results of the internal control evaluation especially large or significant defects have not been corrected. (7) Important business systems lack control rules or systemic failure.Quantitative standard Serious defects: the defects or defect group may lead to the financial results misstatement or potential losses >3% of net assets; important defects: 1% of net assets

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