ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE & PROPERTIES (GROUP) CO. LTD.ANNUAL REPORT 2023 【30 March 2024】 1ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 ANNUAL REPORT 2023 Part I Important Notes Table of Contents and Definitions The Board of Directors (or the “Board”) the Supervisory Committee as well as the directors supervisors and senior management of ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. (hereinafter referred to as the “Company”) hereby guarantee the factuality accuracy and completeness of the contents of this Report and its summary and shall be jointly and severally liable for any misrepresentations misleading statements or material omissions therein.Tang Xiaoping the Company’s General Manager Wang Jianfei the Company’s Chief Financial Officer and Zhou Hongpu 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.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 has no final dividend plan either in the form of cash or stock.This Report and its summary have been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions the Chinese versions shall prevail. 2ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Table of Contents Part I Important Notes Table of Contents and Defin... 2 Part II Corporate Information and Key Financial In... 6 Part III Management Discussion and Analysis ........ 11 Part IV Corporate Governance ....................... 31 Part V Environmental and Social Responsibility ..... 48 Part VI Significant Events ......................... 49 Part VII Share Changes and Shareholder Information.. 57 Part VIII Preferred Shares ......................... 64 Part IX Bonds ...................................... 65 Part X Financial Statements ........................ 66 3ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Documents Available for Reference 1. The financial statements with the personal signatures and stamps of the Company’s general manager Chief Financial Officer and head of the financial department; 2. The original of the Auditor’s Report with the stamp of the CPA firm as well as the personal signatures and stamps of the CPAs; and 3. The originals of all the documents and announcements disclosed by the Company on Securities Times China Securities Journal and Ta Kung Pao during the Reporting Period. 4ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Definitions Term Definition ―Shenzhen SASAC‖ or the ―Municipal The State-owned Assets Supervision and Administration SASAC‖ Commission of the People’s Government of Shenzhen Municipal SIHC Shenzhen Investment Holdings Co. Ltd.ShenZhen Special Economic Zone Real Estate & Properties (Group) The ―Company‖ the ―Group‖ ―SPG‖ or Co. Ltd. and its consolidated subsidiaries except where the context ―we‖ otherwise requires Shenzhen Property Management Shenzhen Property Management Co. Ltd.Petrel Hotel Shenzhen Petrel Hotel Co. Ltd.Zhentong Engineering Shenzhen Zhentong Engineering Co. Ltd.Huazhan Construction Supervision Shenzhen Huazhan Construction Supervision Co. Ltd.Jianbang Group Guangdong Jianbang Group (Huiyang) Industrial Co. Ltd.Chuanqi Real Estate Development Shenzhen SPG Chuanqi Real Estate Development Co. Ltd. 5ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Part II Corporate Information and Key Financial Information I Corporate Information Stock name SPG SPG-B Stock code 000029 200029 Stock exchange for stock Shenzhen Stock Exchange listing Company name in Chinese 深圳经济特区房地产(集团)股份有限公司 Abbr. 深房集团 Company name in English (if ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd.any) Abbr. (if any) SPG Legal representative Tang Xiaoping Registered address 45/F-48/F SPG Plaza Renmin South Road Luohu District Shenzhen Guangdong P.R.China Zip code 518001 Changes of the registered N/A address Office address 47/F SPG Plaza Renmin South Road Luohu District Shenzhen Guangdong P.R.China Zip code 518001 Company website http://www.sfjt.com.cn Email address spg@sfjt.sihc.com.cn II Contact Information Board Secretary Securities Representative Name Luo Yi Hong Lu 47/F SPG Plaza Renmin South Road 47/F SPG Plaza Renmin South Road Address Luohu District Shenzhen Guangdong Luohu District Shenzhen Guangdong P.R.China P.R.China Tel. （86 755）25108897 （86 755）25108837 Fax （86 755）82294024 （86 755）82294024 Email address spg@sfjt.sihc.com.cn spg@sfjt.sihc.com.cn III Media for Information Disclosure and Place where this Report Is Lodged Stock exchange website where this Report is disclosed Shenzhen Stock Exchange (http://www.szse.cn/) Domestic: Securities Times China Securities Journal and Newspaper and website where this Report is disclosed http://www.cninfo.com.cn Overseas: Ta Kung Pao (HK) 47/F SPG Plaza 3005 Renmin South Road Luohu District Shenzhen Place where this Report is lodged Guangdong P.R.China IV Change to Company Registered Information Unified social credit code 91440300192179585N 6ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Change to principal activity of the No change Company since going public (if any) On 24 March 1999 the controlling shareholder was changed from Shenzhen Every change of controlling shareholder Investment Management Co. Ltd. to Shenzhen Construction Investment Holdings Co.since incorporation (if any) Ltd. And on 14 February 2006 it was changed to Shenzhen Investment Holdings Co.Ltd.V Other Information The independent audit firm hired by the Company: Name Pan-China Certified Public Accounts LLP Office address 128 Xixi Road Lingyin Street Xihu District Hangzhou Zhejiang Province China Accountants writing signatures Wang Huansen and Cai Xiaodong The independent sponsor hired by the Company to exercise constant supervision over the Company in the Reporting Period: □ Applicable □ Not applicable The independent financial advisor hired by the Company to exercise constant supervision over the Company in the Reporting Period: □ Applicable □ Not applicable VI Key Financial Information Indicate by tick mark whether there is any retrospectively restated datum in the table below.□ Yes □ No 2023-over-2022 change 202320222021 (%) Operating revenue 530887720.68634384561.42-16.31%1320790648.45 (RMB) Net profit attributable to the listed company’s -250839542.09 153718805.57 -263.18% 220836309.93 shareholders (RMB) Net profit attributable to the listed company’s shareholders before -267984286.36 21160405.11 -1366.44% 208306710.37 exceptional gains and losses (RMB) Net cash generated from/used in operating 1045037248.19 -675775998.76 254.64% -1205952107.94 activities (RMB) Basic earnings per -0.24790.1519-263.20%0.2183 share (RMB/share) Diluted earnings per -0.24790.1519-263.20%0.2183 share (RMB/share) Weighted average -6.52%3.88%-10.40%5.72% return on equity (%) Change of 31 31 December 2023 31 December 2022 December 2023 over 31 December 2021 31 December 2022 (%) Total assets (RMB) 6485312507.46 5689769802.18 13.98% 6182498050.43 Equity attributable to the listed company’s 3691082484.20 4004240547.70 -7.82% 3938260291.97 shareholders (RMB) Indicate by tick mark whether the lower of the net profit attributable to the listed company’s shareholders before and after exceptional 7ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 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 Item 2023 2022 Remark Operating revenue (RMB) 530887720.68 634384561.42 N/A Amount deducted from 0.00 0.00 N/A operating revenue (RMB) Operating revenue after 530887720.68 634384561.42 N/A deduction (RMB) VII Accounting Data Differences under China’s Accounting Standards for Business Enterprises (CAS) and International Financial Reporting Standards (IFRS) and Foreign Accounting Standards 1. Net Profit and Equity under CAS and IFRS □ Applicable □ Not applicable Unit: RMB Net profit attributable to the listed company’s Equity attributable to the listed company’s shareholders shareholders 2023 2022 Ending amount Beginning amount Under CAS -250839542.09 153718805.57 3691082484.20 4004240547.70 Adjusted as per IFRS Under IFRS -250839542.09 153718805.57 3691082484.20 4004240547.70 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 109155515.74 154461263.33 90700026.78 176570914.83 8ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Net profit attributable to the listed company’s -35653798.52 -1464384.29 686777.00 -214408136.28 shareholders Net profit attributable to the listed company’s shareholders before -37833791.48 -4635117.67 -1532526.34 -223982850.87 exceptional gains and losses Net cash generated from/used in operating -183238769.33 -8902178.71 128807540.45 1108370655.78 activities Indicate by tick mark whether any of the quarterly financial data in the table above or their summations differs materially from what have been disclosed in the Company’s quarterly or interim reports.□ Yes □ No IX Exceptional Gains and Losses □ Applicable □ Not applicable Unit: RMB Item 2023 2022 2021 Note Gain or loss on disposal of non-current assets 9940254.23161542599.57-13451.61 (inclusive of impairment allowance write-offs) Government grants recognised incurrent profit or loss (exclusive ofthose that are closely related to the Company's normal business operations and given in 440049.96559803.191669479.40 accordance with defined criteria and in compliance with government policies and have a continuing impact on the Company's profit or loss) Gain or loss on assets entrusted to other entities for 7985840.509129650.5113024710.91 investment or management Reversed portions of impairment allowances for receivables which are tested individually for 3994030.79 482790.04 impairment Gain or loss on debt restructuring 2610128.31 Non-operating income and expense other than the 393461.441094190.561542604.01 above Less: Income tax effects 5639314.23 41451680.41 4176533.19 Non-controlling interests effects (net of tax) -30421.58 926291.27 Total 17144744.27 132558400.46 12529599.56 -- Details of other gains and losses that meet the definition of exceptional gain/loss: □ Applicable □ Not applicable No such cases for the Reporting Period.Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gain/Loss Items: □ Applicable □ Not applicable Item Amount involved (RMB) Reason This item is recognised as a recurrent Return of handling fee for personal gain or loss because it occurs 68364.83 income tax withheld consistently from year to year and is not episodic in nature 9ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 This item is recognised as a recurrent gain or loss because it occurs Over-deduction in the calculation of VAT 58857.60 consistently from year to year and is not episodic in nature 10ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Part III Management Discussion and Analysis I Industry Overview for the Reporting Period The Company is subject to the information disclosure requirements for the real estate industry in the Disciplinary and Regulatory Guideline No. 3 of the Shenzhen Stock Exchange for Listed Companies—Industry-specific Information Disclosure.In 2023 due to geo-frictions and trade protectionism the global supply chain sector faced a reshuffle and the world economic growth slowed down. The policy of the real estate sector continued to be relaxed. Although the property market turnover picked up in the fourth quarter the relationship between supply and demand has changed significantly. The market rebound was not sustainable and weak.II Principal Activity of the Company in the Reporting Period The Company is subject to the information disclosure requirements for the real estate industry in the Disciplinary and Regulatory Guideline No. 3 of the Shenzhen Stock Exchange for Listed Companies—Industry-specific Information Disclosure.The Company primarily develops residential properties. Its available-for-sale projects are mainly located in Shenzhen Huizhou and Shantou. They are: the Chuanqi Donghu Mingyuan project (sold out during 2023) the Cuilinyuan project and the Guangmingli project (residential units sold out as soon as they became available for sale during 2023) in Shenzhen the Linxinyuan project located in a place in Huizhou that is close to Shenzhen and the Tianyuewan project the Yuejing Dongfang project and the Jinyedao project in Shantou. In addition the Company’s under-construction projects are the Guangmingli project and the Linxinyuan project.New additions to the land bank: Considerati Floor area Total land on of the Name of Planned Site area with plot How the The price Company’s land lot or Location ratio land is Company’s use of land （㎡） (RMB’000 interest project obtained interest （㎡） 0) (RMB’000 0) Cumulative land bank: Floor area available for Name of project/area Site area（0000 ㎡） Floor area（0000 ㎡） development（0000 ㎡） Xinfeng Building in Shantou 0.59 2.66 2.66 Linxinyuan Phase II 2.57 7.72 7.72 Linxinyuan Phase III 4.31 9.57 9.57 Linxinyuan Phase IV 3.23 6.45 6.45 Total 10.70 26.40 26.40 Development status of major projects: Fl C oo u Time for Planned r m Expected CumulatThe Nam commen % % are ul total ive City Loc Comp floor area e of cement deve cons Site area with plot a ati investmen investme/reg atio Status any’s proj of lope truct （㎡） co ve t nt ion n interes ratio ect construc d ed mp ly (RMB’00 (RMB’0t （㎡） tion let co 00) 000) ed m in pl 11ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 the et Cu ed rre flo nt or Pe ar rio ea d （（㎡㎡） ） Linx Frame Hui inyu work Hui 11 June zho an in 51% 96% 96% 64278 159761 0 0 115750 111077 yang u Phas constr 2021 e I uction Gua Frame SPG She ngm work 19 Gua nzh ing in 100% January 81% 81% 10721 53605 0 0 151758 122759 ngm en Dist constr 2022 ingli rict uction Sales status of major projects: Pre- sale/sa Pre- Floor les Cumulat sale/sale Floor Floor Floor area revenu The ively s Cumulat area Name area area pre- e revenue ively City Loc Comp pre- settled of Stat with availabl sold/sol settled sold/sol generate settled /reg atio any’s in the projec us plot e for d in the in the d floor in the floor ion n interes Current Curre t ratio sale Current t area Current area Period Period nt （㎡） （㎡） Period (㎡) （㎡） （㎡） Period （㎡） (RMB’0 (RMB 000) ’0000 ) Chuan qi Luo Rea She Dongh hu dy nzh 100% 55727 32857 32857 194 1483 32857 194 1483 u Dist for en Mingy rict sale uan Lon Rea She ggan Cuilin dy nzh g 100% 60111 56137 54522 1638 807 54522 1638 807 yuan for en Dist sale rict Cha Tiany Rea Sha oyan uewan dy nto g 100% 153470 160372 120017 5133 2963 108459 6804 3901 Phase for u Dist I sale rict Cha Tiany Rea Sha oyan uewan dy nto g 100% 127770 137059 37430 9159 5220 36572 11060 6276 Phase for u Dist II sale rict Linxin Hui Hui On yuan yang zho pre- 51% 159761 159761 2421 Phase Dist u sale I rict Gua She SPG ngm On nzh Guang ing pre- 100% 53605 51975 29973 29973 133703 en mingli Dist sale rict 12ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Rental status of major projects: Cumulative Name of The Company’s Rentable area rented area Average Location Use project interest （㎡） occupancy rate （㎡） Real Estate Shenzhen Commercial 100.00% 3413.88 3413.88 100.00% Mansion North Tower of Guoshang Shenzhen Commercial 100.00% 4819.71 4819.71 100.00% Mansion Petrel Building Shenzhen Commercial 100.00% 22475.47 22475.47 100.00% SPG Plaza Shenzhen Office building 100.00% 60391.69 31598.87 52.32% Podium of SPG Shenzhen Commercial 100.00% 19886.30 14463.75 72.73% Plaza Wenjin Garden Shenzhen Commercial 100.00% 3531.60 3531.60 100.00% Primary land development: □ Applicable □ Not applicable Financing channels: Financing cost Maturity structure Financing Ending balance range/average channel of financings financing cost Within 1 year 1-2 years 2-3 years Over 3 years Bank loans 21343.43 3.7%-4.2% 3400.13 11715.82 12.52 6214.97 Total 21343.43 3.7%-4.2% 3400.13 11715.82 12.52 6214.97 Development strategy and operating plan for the coming year: Please refer to ―XI Prospects‖ in this part of the Report.Provision of guarantees for homebuyers on bank mortgages: □ Applicable □ Not applicable Guarantee amount (RMB’000 Project Guarantee period Note 0) Until the property ownership certificate is registered Shanglinyuan 47.25 as collateral and handed over to bank for keeping Until the property ownership certificate is registered Cuilinyuan 935.87 as collateral and handed over to bank for keeping Chuanqi Donghu Until the property ownership certificate is registered 1087.97 Mingyuan as collateral and handed over to bank for keeping Until the property ownership certificate is registered Tianyuewan 32241.18 as collateral and handed over to bank for keeping Until the property ownership certificate is registered Guangmingli 75304.40 as collateral and handed over to bank for keeping Until the property ownership certificate is registered Linxinyuan 1034.00 as collateral and handed over to bank for keeping Total 110650.67 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 Compatibilit As % of As % of the Cumulative Type of Investment Disinvestme y of actual Project total peak of returns investor amount (RMB) nt investment investment project funds (RMB) and returns Director supervisor or Linxinyuan 8950000.00 39.25% 0.90% 0.00 N/A N/A senior management 13ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 of the Company III Core Competitiveness Analysis As the earliest real estate developer founded in the Shenzhen Special Economic Zone the Company helped build the early city and 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 as well as winning the bid in the new China’s first auction of land use rights held in the Shenzhen Special Economic Zone.After more than 40 years of development the Company has grown into a business group with real estate development and operation as its main business integrating engineering and construction project supervision asset management and other diversified operations.It has paid great efforts to the establishment of a 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 the Reporting Period the Company was awarded such honorary titles as the "2023 Brand Value Enterprise of Shenzhen Real Estate Development Industry" "2023 Shenzhen CSR Benchmarking Enterprise in Real Estate Development Industry" "2022 Shenzhen Willing Ox Award in Real Estate Industry" "Annual Contribution Award for Listed Companies in the Greater Bay Area" and "Top 20 Board Governance of listed companies in the Greater Bay Area".IV Core Business Analysis 1. Overview In 2023 in the face of many difficulties and challenges such as the industry lingering at the bottom the spill-over of real estate enterprises that had just got off the risky list entry of enterprise reform into a deep water zone and deadlock in exploring future development yet to be broken the leadership team of the Company conscientiously implemented the decisions and arrangements of the State-owned Assets Supervision and Administration Commission of the People’s Government of Shenzhen Municipal (Municipal SASAC) and Shenzhen Investment Holdings Co. Ltd. (SIHC) led the staff to carry forward fighting spirit made all-out efforts to withstand the impact of external risks overcame multiple internal difficulties and thus solidly promoted sustainable development. Major work progress for the year is as follows: First anchoring the targets the Company continued developing and consolidating the core business. For SPG Guangmingli project the promotional housing sources were sold out on the property-opening day and the annual sales targets were overfulfilled; for Donghu Mingyuan project the properties were sold completely; for Shantou 14ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Tianyuewan and other projects good sales performance was achieved against the backdrop of the continuous downturn in the regional market; for SPG's self-owned properties the overall investment operation was stable and improved with the annual targets completed and with the creation of "Buildings for Shenzhen-Hong Kong Medical and Healthcare Specialty Industry" of SPG Plaza constantly intensified.Second taking multiple measures simultaneously the Company continued improving quality and efficiency.Zhentong Engineering overfulfilled the annual targets for its operating revenue and total profit; Petrel Hotel continued improving by expanding revenue and increasing profit; Shantou Company and Huazhan Construction Supervision operated stably. During the Reporting Period the confirmation of the land rights of "Xinfeng Building" in Shantou a task left over from history continued being promoted the deregistration of Xinfeng Real Estate was completed the disposal of "non-core and non-advantageous business and inefficient and ineffective assets" was orderly advanced and good results were achieved in collecting historical arrears.Third attaching importance to synergy the Company continued exploring future development. Through synergies between internal and external resources the Company promoted future development and concentrated on plan for new development "curves"; to integrate into the overall development strategy of SIHC the Company reviewed and revised the "14th Five-Year" strategic plan; by continuously following the relevant measures of the China Securities Regulatory Commission (the CSRC) for adjusting and optimizing real estate enterprises' equity financing the Company coordinated SIHC's system resources and strove to study and explore the future development mode.Fourth acting proactively the Company continued disposing of risks. Under the circumstances that enterprises in the industry constantly encountered risks in combination with its project conditions the Company made forward-looking studies and judgment and acted proactively made every effort to prevent and dispose of operational risks and held the bottom line of without systematic risks and derivative material public opinion events thus sparing no effort in safeguarding the security of state-owned assets.Fifth consolidating its foundation the Company continued boosting management and control. The Company completed the change of office terms of the Board of Directors and the Board of Supervisors and the Company's ESG report rating was upgraded to BBB; we reestablished the bidding and purchasing system as well as the cost control system and newly revised (formulated) 41 management policies; we thoroughly inspected and remedied hidden safety hazards and by drawing inferences remedied the problems identified in third-party tour inspections; SPG optimised the human resources system and by externally attracting and internally training talent optimised the structure of the staff team; the company also strengthened financial coordination and financing to effectively safeguard the demand for funds.Sixth strengthening its roots and consolidating its soul the Company continued Party building. The Company promoted the action of "massive interview discussion and revelation" and advanced achievement transformation.The Company's subordinate enterprises where Party organisations "should be established as much as possible" achieved the goal. The domestic legal person enterprises were fully covered with "putting Party building into regulations" signed a Party-building responsibility statement strictly reported reviewed and appraised duties and continuously consolidated the "three foundations". The Company implemented the "two responsibilities" improved and was well versed in the "massive supervision" system and thus intensified the development of clean 15ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 culture. 2. Revenue and Cost Analysis (1) Breakdown of Operating Revenue Unit: RMB 20232022 As % of total As % of total Change (%) Operating revenue operating revenue Operating revenue operating revenue (%)(%) Total 530887720.68 100% 634384561.42 100% -16.31% By operating division Property sales 118580624.34 22.34% 309331841.57 48.76% -61.67% Engineering and 324243778.5061.08%236949097.4537.35%36.84% construction Property 3491329.170.66%33801320.235.33%-89.67% management Rental service 84571988.67 15.93% 54302302.17 8.56% 55.74% By product category Residential units 108943731.16 20.52% 277643154.35 43.77% -60.76% Shops and parking 9636893.181.82%31688687.225.00%-69.59% lots Other 412307096.34 77.66% 325052719.85 51.24% 26.84% By operating segment Guangdong 530197455.5799.87%633906909.8099.92%-16.36% Province Overseas 690265.11 0.13% 477651.62 0.08% 44.51% By marketing model Principal 524099615.6398.72%628832520.5199.12%-16.66% operations Other 6788105.05 1.28% 5552040.91 0.88% 22.26% (2) Operating Division Product Category or Operating Segment Contributing over 10% of Operating Revenue or Operating Profit □ Applicable □ Not applicable Unit: RMB YoY change in YoY change in YoY change Gross profit gross Operating revenue Cost of sales operating in cost of margin profit revenue (%) sales (%) margin (%) By operating division Property sales 118580624.34 80235849.12 32.34% -61.67% -43.19% -50.94% Engineering and 324243778.50 317088117.19 2.21% 36.84% 36.82% 0.05% construction Rental service 84571988.67 44847244.30 46.97% 55.74% 7.97% 357.88% By product category Residential 108943731.1674609765.9431.52%-60.76%-41.00%-42.13% units By operating segment 16ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Guangdong 530197455.57455342654.9714.12%-17.23%1.22%-52.58% Province 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 2023 2022 Change (%) Sales volume RMB’0000 10910 16522 -33.97% Property sales Output RMB’0000 15892 37603 -57.74% Inventory RMB’0000 430663 425681 1.17% Any over 30% YoY movements in the data above and why: □ Applicable □ Not applicable Affected by the real estate market the Company saw less-than-expected property sales carryforwards and existing property sales in 2023 resulting in a decrease in property investment and development. (4) Execution Progress of Major Signed Sales or Purchase Contracts in the Reporting Period □ Applicable □ Not applicable (5) Breakdown of Cost of Sales By operating division Unit: RMB 20232022 Operating Item As % of total As % of total Change (%) division Cost of sales cost of sales Cost of sales cost of sales (%)(%) Property sales 80235849.12 18.04% 141232452.52 32.31% -43.19% Engineering and 317088117.19 71.29% 231754203.03 53.03% 36.82% construction Property 2626431.490.59%19780268.704.53%-86.72% management Rental service 44847244.30 10.08% 44285076.76 10.13% 1.27% Total 444797642.10 100.00% 437052001.01 100.00% 1.77% Note: Affected by markets and development cycles property sales experienced a year-on-year drop of 43.19%; and engineering and construction projects saw new breakthroughs in expansion resulting in a year-on-year increase of 36.82% in sales. (6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period □Yes□No 17ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 (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) 139521174.93 Total sales to top five customers as % of total sales of the 26.28% Reporting Period (%) Total sales to related parties among top five customers as % of 0.00% total sales of the Reporting Period (%) Information about top five customers: Sales revenue contributed for As % of total sales revenue No. Customer the Reporting Period (RMB) (%) 1 Legal person A 55098804.24 10.38% 2 Legal person B 26869725.62 5.06% 3 Legal person C 19944916.00 3.76% 4 Legal person D 19271404.07 3.63% 5 Legal person E 18336325.00 3.45% Total -- 139521174.93 26.28% Other information about major customers: □ Applicable □ Not applicable Major suppliers: Total purchases from top five suppliers (RMB) 135980783.49 Total purchases from top five suppliers as % of total purchases 94.52% of the Reporting Period (%) Total purchases from related parties among top five suppliers 0.00% as % of total purchases of the Reporting Period (%) Information about top five suppliers: Purchase in the Reporting No. Supplier As % of total purchases (%) Period (RMB) 1 Legal person A 117030547.22 81.34% 2 Legal person B 10654310.21 7.41% 3 Legal person C 3447916.26 2.40% 4 Legal person D 3088209.80 2.15% 5 Legal person E 1759800.00 1.22% Total -- 135980783.49 94.52% Other information about major suppliers: □ Applicable □ Not applicable 3. Expense Unit: RMB 2023 2022 Change (%) Reason for any significant change Selling Selling expenses on the Guangmingli project was 21803202.1419217595.1113.45% expense newly added in the current year Administrat 55965931.72 55758749.08 0.37% 18ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 ive expense Decreased average bank balances and deposit Finance -5231991.59 -6507147.03 -19.60% interest income as well as new bank loan interest costs in the current period 4. R&D Investments □ Applicable □ Not applicable 5. Cash Flows Unit: RMB Item 2023 2022 Change (%) Subtotal of cash generated from 1950984549.76668449932.34191.87% operating activities Subtotal of cash used in 905947301.571344225931.10-32.60% operating activities Net cash generated from/used in 1045037248.19-675775998.76254.64% operating activities Subtotal of cash generated from 139173390.10282766666.00-50.78% investing activities Subtotal of cash used in investing 601475412.00713537.2984194.88% activities Net cash generated from/used in -462302021.90282053128.71-263.91% investing activities Subtotal of cash generated from 169486610.82111428077.6252.10% financing activities Subtotal of cash used in 83583781.56140126109.45-40.35% financing activities Net cash generated from/used in 85902829.26-28698031.83-399.33% financing activities Net increase in cash and cash 668781343.87-421928565.67-258.51% equivalents Explanation of why any of the data above varies significantly: □ Applicable □ Not applicable Cash generated from operating activities increased year on year primarily driven by the cash inflow from the SPG-Guangmingli project in the current period.Cash used in operating activities decreased year on year primarily driven by the decreased development and construction of real estate projects.Net cash generated from investing activities decreased year on year primarily driven by the increased purchase of currency fund in the current period.Cash generated from financing activities increased year on year primarily driven by the new bank loan in the current period.Cash used infinancing activities decreased year on year primarily driven by the decreased dividend payout in the current period.Reason for any big difference between the net operating cash flow and the net profit for this Reporting Period □ Applicable □ Not applicable There is a big difference between the net operating cash flow and the net profit for the year primarily due to the long time span between property development sales and revenue recognition.V Analysis of Non-Core Businesses □ Applicable □ Not applicable 19ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 VI Analysis of Assets and Liabilities 1. Significant Changes in Asset Composition Unit: RMB 31 December 2023 1 January 2023 Change As a % As a % in Reason for any significant Amount of total Amount of total percenta change assets assets ge (%) Return of funds from sales Monetary assets 871019268.83 13.43% 197663949.74 3.47% 9.96% of the SPG Guangmingli project Accounts 75100970.831.16%63580422.161.12%0.04% receivable Contract assets 27352596.92 0.42% 0.00 0.42% Impairment on the SPG Inventories 3915215921.96 60.37% 4257109614.31 74.82% -14.45% Linxinyuan project Investment 541542136.178.35%566873915.079.96%-1.61% property Long-term equity 0.000.00%93927.640.00%0.00% investments Fixed assets 19928049.77 0.31% 21425475.05 0.38% -0.07% Right-of-use 99641.480.00%232496.720.00%0.00% assets Short-term 3550000.000.05%51138077.620.90%-0.85% borrowings Sales proceeds received in Contract 1291448591.28 19.91% 43533467.29 0.77% 19.14% advance from the SPG liabilities Guangmingli project Long-term 179431851.02 2.77% 54261000.00 0.95% 1.82% New bank loans borrowings Lease liabilities 53885.23 0.00% 0.00% Held-for-trading Purchase of monetary 879340201.9213.56%408154361.427.17%6.39% financial assets funds Accounts payable 443259768.78 6.83% 434601559.67 7.64% -0.81% Payment of land VAT of Taxes payable 40908986.48 0.63% 190951185.99 3.36% -2.73% Donghu Mingyuan in the current period Other payables 554469229.59 8.55% 574331340.84 10.09% -1.54% Indicate whether overseas assets account for a high proportion of total assets.□ Applicable □ Not applicable 2. Assets and Liabilities at Fair Value □ Applicable □ Not applicable Unit: RMB Im pa Ot ir Gain/loss on Cumulative he m fair-value fair-value r en Purchased in the Sold in the Item Beginning amount changes in the changes ch Ending amount t Reporting Period Reporting Period Reporting charged to an all Period equity ge o s wa nc 20ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 e for th e Re po rti ng Pe rio d Financial assets 1. Held- for- trading financial assets (excludi 408154361.42 7824348.71 600000000.00 136638508.21 879340201.92 ng derivati ve financial assets) 4. Investm ents in other 13839235.57 485175.78 14324411.35 equity instrume nts Total of the 421993596.99 7824348.71 485175.78 600000000.00 136638508.21 893664613.27 above Financia l 0.000.00 liabilitie s Other change Significant changes to the measurement attributes of the major assets in the Reporting Period: □ Yes □ No 3. Restricted Asset Rights as at the Period-End Item Ending carrying value Reasons for restriction Project of public facilities inside and surrounding the urban renewal project of Monetary assets 5817217.78 Longgang District Shenzhen-construction funds-land reclamation costs of SPG Guangmingli project Monetary assets 5943085.18 Frozen in a lawsuit case Monetary assets 50000.00 Construction deposit Monetary assets 62552.52 Stop payments suspend accounts Accounts receivable 27890361.58 Pledged for short-term borrowings Investment property 44297197.87 Mortgaged for borrowings Total 84060414.93 21ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 VII Investments Made 1. Total Investment Amount □ Applicable □ Not applicable Total investment amount in the Total investment amount in last year Change (%) Reporting Period (RMB) (RMB) 190310000.00299540000.00-36.47% 2. Significant Equity Investments Made in the Reporting Period □Applicable □ Not applicable 3. Major Non-Equity Investments Ongoing in the Reporting Period □Applicable □ Not applicable 4. Financial Investments (1) Securities Investments □Applicable □ Not applicable No such cases in the Reporting Period. (2) Investments in Derivative Financial Instruments □Applicable □ Not applicable No such cases in the Reporting Period. 5. Use of Funds Raised □Applicable □ Not applicable No such cases in the Reporting Period.VIII Sale of Major Assets and Equity Interests 1. Sale of Major Assets □Applicable □ Not applicable No such cases in the Reporting Period. 2. Sale of Major Equity Interests □Applicable □ Not applicable IX Principal Subsidiaries and Joint Stock Companies □ Applicable □ Not applicable 22ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Principal subsidiaries and joint stock companies with an over 10% effect on the Company’s net profit: Unit: RMB Relati onship Main Comp with busine Registered Operating Operating any ss Total assets Net assets Net profit the capital revenue profit name Comp scope any Guan gdong Jianb ang Devel Grou opmen - p Subsid 1532537012 - t of 2800000.00 25433005. 0.00 -9736449.82 (Huiy iary real .55 11810122.07 ang) 65 estate Indust rial Co.Ltd.Shenz hen SPG Chua Devel nqi opmen Real Subsid 2560819336 990746279 t of 30000000.00 0.00 -4609281.60 -3435619.67 Estate iary real .10 .57 Devel estate opme nt Co.Ltd.Shenz hen SPG Devel Long opmen gang Subsid 55463556.t of 30000000.00 94912989.41 10746255.27 3549049.77 -2138802.00 Devel iary real 61 opme estate nt Co.Ltd.Shant ou SEZ Wella m Devel FTY opmen Subsid 35280380. - - Buildi t of 91226120.44 85426747.46 1243939.83 iary ng real 10 55021858.71 55024437.34 Devel estate opme nt Co.Ltd.Shant ou Huafe Devel ng opmen Real Subsid 780373794.4 12827733.t of 80000000.00 94905140.68 5194367.78 -4797165.52 Estate iary real 8 61 Devel estate opme nt Co. 23ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Ltd.Great Devel Wall opmen - Estate Subsid t of 2051146.00 19964537.33 91827313. 690265.11 -351082.24 -351082.24 Co. iary real Inc. 73 estate (U.S.) Shenz hen Install Zhent ation ong Subsid 139385580.3 21570554. 328544298.0 and 10000000.00 872314.59 1402095.23 Engin iary mainte 8 27 0 eering nance Co.Ltd.Shenz hen Hotel Petrel Subsid 38928638.servic 30000000.00 48536863.21 17925482.71 2218886.38 2004316.15 Hotel iary e 00 Co.Ltd.Shenz hen Huaz han Constr Const Subsid uction 10471446.ructio 8000000.00 11275162.28 3986383.98 200736.55 143261.58 iary superv n 74 ision Super vision Co.Ltd.Xin Invest Feng ment - Enter Subsid 337330256.3 and 502335.00 230256448 0.00 -3885483.26 -3885483.26 prise iary manag 3 Co. .73 ement Ltd.Subsidiaries obtained or disposed in the Reporting Period: □Applicable □ Not applicable Information about major majority- and minority-owned subsidiaries: 1. In May 2021 through the payment of consideration of RMB450 million the Group acquired 51% equity interest in Guangdong Jianbang Group (Huiyang) Industrial Co. Ltd. The project company will develop the Linxingyuan Project with a gross site area of 200000 square meters and a total capacity building area of 0.4 million square meters which will be developed in four phases. The Group has control over the project company which will be included in the scope of consolidation in May 2021.As of 31 December 2023 eight residential buildings of Phase I have been capped the basement of Phase II has been completed the development of Phase III and Phase IV are to be initiated and construction permit has not been granted for the school. There were no sales in 2023. 2. In October 2021 the Company won the bid for a land plot in Guangming District and established the project company Shenzhen SPG Chuanqi Real Estate Development Co. Ltd. to be responsible for the development and construction of the land.In 2023 actual investment totaled RMB158.83 million.On 22 September 2023 the Company obtained the pre-sale license for its SPG Guangmingli project and opened the sale of the properties on 28 September. In 2023 areas sold totaled 31143.98 square meters amount from sales increased by RMB1389.02 million and funds of RMB1359.85 million were withdrawn. 3. The subordinate subsidiaries engaged in real estate development also include: Shenzhen SPG Longgang Development Co. Ltd. Shantou SEZ Wellam FTY Building Development Co. Ltd. Shantou Huafeng Real Estate Development Co. Ltd.The Cuilinyuan project developed by Shenzhen SPG Longgang Development Co. Ltd. recorded the carryover revenue of RMB8.17 24ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 million (cumulative sales carry-over of 96%) in 2023.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 open for sale in October 2016 and completed in December 2019. The Phase II started construction in November 2018 and was completed at the end of June 2021. The overall sales progress is relatively slow with an accumulated sales rate of about 74% for Phase I and 26% for Phase II. 4. Shenzhen Zhentong Engineering Co. Ltd. was engaged in the business of building installation and maintenance with the 2023 operating revenues of RMB329 million and of 62% to the operating revenues of the Company. 5. The 2023 net profit of Xin Feng Enterprise Co. Ltd. was of RMB-3.89 million which mainly due to the changes of exchange rate and it conducts no business. 6. The 2024 net profit of Shenzhen Petrel Hotel Co. Ltd. was of RMB2 million representing a return to profitability which was mainly due to the fact that the market and business environment improved during the Reporting Period.X Structured Bodies Controlled by the Company □Applicable □ Not applicable XI Prospects (I) Industry pattern and trends Currently the real estate industry will change from a high growth rate industry to a value-driven industry and the market pattern is facing adjustments. The policy side is expected to continue playing its part credit easing will be maintained and market trend depends on the degree of recovery of home buyers' confidence; the "Three Major Projects" as a long-term mechanism and an important entry point to stabilize the market will play a key role in future market expectations.(II) Possible risks and countermeasures 1. Macroeconomic risks and countermeasures In 2024 the world economy has insufficient growth momentum the complexity severity and uncertainty of the external environment rise and the foundation for a sustained economic recovery and improvement is not yet steady. The basic trend of long-term upturn in China's economy has not changed and opportunities will coexist with risks and challenges in future development with more advantages than disadvantages. The Company will continue paying close attention to the international and domestic macroeconomic situations and proactively adjust its operation strategies. 2. Industry development risks and countermeasures At this stage in the real estate industry although the financing environment has improved and the regulatory policies are expected to ease during an upcoming period potential industry risks still exist resources will continue flowing to leading quality enterprises the industry competition pattern will present a new situation. The Company will continue deepening the research on industry policies following national strategy optimizing the development method and innovating its operating model. 3. Business operating risks and countermeasures The continuous downturn in the property market has led to increased difficulties in the sale of the Company's inventory projects meanwhile the Company's existing reserves of development land resources are insufficient and the expansion of new business has not yet yielded substantial results thus putting pressure on the enterprise for its operation and development. The Company will pay close attention to changes in the market and industry policies focus on project construction and property sales formulate targeted land expansion plans consolidate the foundation of the core business and proactively explore new paths in line with the actual development of the 25ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Company.(III) Development strategy and operating plan In 2024 the Company's overall work requirements are to: Enhance cohesion and forge the soul by adhering to the Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era; comprehensively act in the spirit of the Party's 20th National Congress; thoroughly implement the guiding principles of the Central Economic Work Conference; scientifically grasp the main keynote of "seeking progress while maintaining stability reinforcing stability with progress and establishing the new before abolishing the old"; resolutely implement the work arrangement of the controlling shareholders; base the Company on its own resource endowment and coordinate internal and external advantageous resources; focus on "developing and consolidating the core business improving capabilities preventing risks and expanding new business"; and continuously improve value-creating ability. 1. With focus on consolidating the core business the Company will make new strides in creating value. First the Company will establish and improve the standardisation manual of real estate development with the focus on optimizing core business operations; second the Company will strengthen project quality control with the focus on ensuring the progress of projects; third the Company will spare no effort to intensify project sales with the focus on promoting the sale of inventory; fourth the Company will expand the influence of the brand namely "Buildings for Shenzhen-Hong Kong Medical and Healthcare Specialty Industry" of SPG Plaza with the focus on building a platform for gathering massive health industry and on boosting leasing operation. 2. With focus on improving capabilities the Company will make greater strides in driving reform. First the Company will optimise and improve the system of remuneration management and assessment and incentive and build efficient teams with the focus on enhancing "organisational capabilities"; second the Company will optimise and improve the operation control system and enhance the capabilities of efficient operation of the whole project whole cycle and whole profession with the focus on enhancing the "operational capabilities"; third the Company will promote the informationisation development and boost the effectiveness of internal management and synergy operation with the focus on enhancing "digital intelligence capabilities". 3. With focus on preventing risks the Company will make steadier strides in proactive action. First the Company will pay close attention to changes in situation timely adjust the strategies for disposing of and responding to project risks and accelerate risk disposal with the focus on disposing of project risks; second the Company will improve and perfect the safety management system and strengthen safety and quality management with the focus on preventing safety risks; third the Company will promote the development of the compliance management system perform better in fund plan and cash flow management and guard the bottom line of without systematic risks with the focus on controlling operational risks. 4. With focus on expanding new business the Company will take faster strides in exploring future development. First the Company will make in-depth analysis study and judgment and by centring on strategic reviews and revisions develop the strong points and avoid the weak points to pinpoint the main battlefield for future development; second the Company will give play to synergistic effect and by centring on the arrangements for reform in Shenzhen's state-owned assets and enterprises and the strategy of SIHC explore the future development path and tap into high-quality investment opportunities; third the Company will pay close attention to market trends and set up a professional team of investment research to strive for the implementation of projects as soon as possible. 5. With focus on strong leadership the Company will make more practical strides in party building integration. First the Company will enhance political leadership and identify the direction of high-quality development; second the Company will enhance ideological leadership consolidate and deepen the achievements of thematic education and build the foundation of high-quality development; third the Company will enhance the overall effectiveness of the development of the organisational system strengthen the development of Party member team 26ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 and forge the fortress of high-quality development. Fourth the Company will explore new paths of integration of party building and business and usher in motivating the vitality of high-quality development.XII Communications with the Investment Community such as Researches Inquiries and Interviews during the Reporting Period □ Applicable □ Not applicable Index to Place Way Type main Date of visit of of of Visitor Contents and materials provided inquir visit visit visitor y inform ation The By Indivi Individual Inquired of business situations and strategic planning 5 January 2023 Comp teleph N/A dual investor of the Company and didn’t offer written materials any one The By Indivi Individual Inquired of project sales of the Company and didn’t 11 January 2023 Comp teleph N/A dual investor offer written materials any one The By Indivi Individual Inquired of business situation and didn’t offer written 12 January 2023 Comp teleph N/A dual investor materials any one The By Indivi Individual Inquired of the future development plan of the 8 February 2023 Comp teleph N/A dual investor Company and didn’t offer written materials any one The By Indivi Individual Inquired of the future development plan of the 21 February 2023 Comp teleph N/A dual investor Company and didn’t offer written materials any one The By Indivi Individual Inquired of business situations and strategic planning 24 February 2023 Comp teleph N/A dual investor of the Company and didn’t offer written materials any one Writte The n Indivi Individual 13 March 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 21 March 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y The By Indivi Individual Inquired of business situation and didn’t offer written 29 March 2023 Comp teleph N/A dual investor materials any one The By Indivi Individual Inquired of business situations and strategic planning 11 April 2023 Comp teleph N/A dual investor of the Company and didn’t offer written materials any one The By Indivi Individual Inquired of project sales of the Company and didn’t 19 April 2023 Comp teleph N/A dual investor offer written materials any one Writte The n Indivi Individual 21 April 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y The By Indivi Individual Inquired of the land reserves and projects progress of 26 April 2023 Comp teleph N/A dual investor the Company and didn’t offer written materials any one 27ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 The By Indivi Individual Inquired of business situations and strategic planning 28 April 2023 Comp teleph N/A dual investor of the Company and didn’t offer written materials any one Writte The n Indivi Individual 11 May 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 22 May 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 22 May 2023 Comp Enquire about the number of A-shareholders N/A inquir dual investor any y Writte The n Indivi Individual 1 June 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 1 June 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 1 June 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 12 June 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 12 June 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 25 June 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 26 June 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 3 July 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 11 July 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 21 July 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y The By Indivi Individual Inquired of business situations and strategic planning 31 July 2023 N/A Comp teleph dual investor of the Company and didn’t offer written materials 28ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 any one Writte The n Indivi Individual 1 August 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 2 August 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y The By Indivi Individual Inquired of business situation and didn’t offer written 7 August 2023 Comp teleph N/A dual investor materials any one Writte The n Indivi Individual 11 August 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 21 August 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y The By Indivi Individual Inquired of horizontal competition of the Company 28 August 2023 Comp teleph N/A dual investor and didn’t offer written materials any one Writte The n Indivi Individual 1 September 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 11 September 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 21 September 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 10 October 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 11 October 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual Inquired of project sales of the Company and didn’t 23 October 2023 Comp N/A inquir dual investor offer written materials any y Writte The n Indivi Individual 24 October 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 3 November 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y The Writte Indivi Individual 13 November 2023 Enquire about the number of shareholders N/A Comp n dual investor 29ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 any inquir y Writte The n Indivi Individual 21 November 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y The By Indivi Individual Inquired of the future development plan of the 23 November 2023 Comp teleph N/A dual investor Company and didn’t offer written materials any one Writte The n Indivi Individual 29 November 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 30 November 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y Writte The n Indivi Individual 1 December 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y The By Inquired of business situation and the future Indivi Individual 7 December 2023 Comp teleph development plan of the Company and didn’t offer N/A dual investor any one written materials The By Indivi Individual Inquired of construction in progress and litigation 8 December 2023 Comp teleph N/A dual investor and didn’t offer written materials any one Writte The n Indivi Individual 11 December 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y The By Indivi Individual Inquired of construction in progress and litigation 12 December 2023 Comp teleph N/A dual investor and didn’t offer written materials any one The By Indivi Individual Inquired of litigation and didn’t offer written 15 December 2023 Comp teleph N/A dual investor materials any one The By Indivi Individual Inquired of horizontal competition of the Company 19 December 2023 Comp teleph N/A dual investor and didn’t offer written materials any one Writte The n Indivi Individual 21 December 2023 Comp Enquire about the number of shareholders N/A inquir dual investor any y The By Indivi Individual Inquired of the annual audit accountant of the 25 December 2023 Comp teleph N/A dual investor Company and didn’t offer written materials any one The By Indivi Individual Inquired of changes in directors and supervisors of 27 December 2023 Comp teleph N/A dual investor the Company and didn’t offer written materials any one XIII Implementation of the Action Plan for “Dual Enhancement of Quality and Profitability” Has the Company disclosed its Action Plan for ―Dual Enhancement of Quality and Profitability‖ □Yes □No 30ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Part IV Corporate Governance I Basic Situation of Corporate Governance In accordance with the requirements of the Company Law the Securities Law the Code on the Governance of Listed Companies and other laws and regulations the Company has been improving its governance structure continuously adhering to standardized operation and an operational mechanism featuring decision-making by the board of directors execution by the management team and supervision by the board of supervisors has been formed.During the reporting period the Company's governance institutions at all levels have carried out their responsibilities and authorities clearly and definitely and have performed their own functions. At the same time they have checked and balanced each other in decision-making implementation and supervision effectively and have operated in a coordinated manner. (1) Operation of the general meeting of shareholders The preparation holding of the annual and extraordinary general meetings of shareholders of the Company as well as disclosure of the resolutions made at the meetings have been carried out in strict accordance with the Company Law the Rules of the General Meeting of Shareholders of Listed Companies of China Securities Regulatory Commission (CSRC) the Articles of Association and the Rules of Procedure of the General Meeting of Shareholders of the Company. The notification time of the meeting the procedure of authorization the procedure of convening the convener the qualification of the personnel attending the meeting and the voting procedure of the meeting have all been in line with relevant provisions. An on-site interaction for shareholders has been set at the shareholders' meeting to ensure that the shareholders especially the small and medium-sized shareholders can exercise their legitimate rights. (2) Operation of the board of directors The preparation and holding of the board meeting of the Company and the disclosure of the resolution made at the meeting have been carried out in strict accordance with the Company Law the Self-regulation Guidelines for Listed Companies of Shenzhen Stock Exchange No. 1-Standardized Operation of Listed Companies on the Main Board the Articles of Association and the Rules of Procedure of the Board Meeting of the Company. The number and manning of the board of directors have met the requirements of laws and regulations. The directors have worked diligently and responsibly and the board of directors has worked hard in making decisions and setting the direction for the Company and has exercised its power in accordance with the requirements for corporate governance. (3) Operation of the supervisory committee The number and manning of the board of supervisors have met the requirements of laws and regulations. All members of the board of supervisors of the Company have performed their duties diligently and conscientiously.They have supervised and inspected the important matters of the Company in strict accordance with the Company Law the Self-regulation Guidelines for Listed Companies of Shenzhen Stock Exchange No. 1-Standardized Operation of Listed Companies on the Main Board the Articles of Association and the Rules of Procedure of the Board of Supervisors of the Company exercised the power of supervision effectively gave a full play to the supervisory function have played a substantial role in the operation and management of the Company and have protected the legitimate rights and interests of the Company and the shareholders. (4) Operation at manager level The manager level of the Company has performed its duties in strict accordance with the Company Law the Self- 31ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 regulation Guidelines for Listed Companies of Shenzhen Stock Exchange No. 1-Standardized Operation of Listed Companies on the Main Board the Articles of Association and the Detailed Working Rules for the General Manager of the Company. The manager level is responsible for the production operation and management of the Company all-roundly. They have performed their duties diligently and conscientiously and have carried out the decisions of the board of directors effectively. The members at the manager level have had a clear division of labor among them they have worked diligently and conscientiously and there has not existed any situation of "control under insiders ".Indicate by tick market whether there is any material incompliance with laws administrative regulations and regulations governing the governance of listed companies issued by the CSRC.□Yes □ No No such cases in the Reporting Period.II The Company’s Independence from Its Controlling Shareholder and Actual Controller in Business Personnel Asset Organization and Financial Affairs (I) In respect of assets the Company possessed independent and integrated assets and the property of the Company is transparent.(II) In respect of personnel the Company was absolutely independent in management of labor personnel and salaries from the controlling shareholders. All the senior executives of the Company took no office title concurrently and drew no remunerations from the Shareholder Company.(III) In respect of finance the Company has independent financial department independently accounted and paid taxes according to the law. The Company established a complete accounting system financial accounting system and financial administrative systems. The Company opened independent bank accounts.(IV) In respect of organization the Board of Directors and the Supervisory Board operated independently. There existed no superior-inferior relationship between the controlling shareholder and its function department and the Company.(V) In respect of business the Company possessed independent production supply and sales system.III Horizontal Competition □ Applicable □ Not applicable Relationship Comp Comp Progress and follow- Type with the any any Course Countermeasures up plan Company name nature For the Company’s existing Refer to the The Company and business that has horizontal Announcement on ShenZhen Properties & competition with ShenZhen Receiving the Resources Development Properties & Resources Avoiding Horizontal (Group) Ltd. (hereinafter Development (Group) Ltd. Competition Shenz referred to as ―SZPRD‖) Shenzhen Investment Commitment Letter hen Horiz are majority-owned Holdings Co. Ltd. will from the Controlling Invest ontal subsidiaries of Shenzhen within the scope permitted Shareholder (No.: Controlling ment comp Other Investment Holdings Co. by laws and regulations 2021-032) disclosed shareholder Holdi etitio Ltd. The Company and timely launch one or several by the Company on ngs n SZPRD are operating real of the following solutions 11 September 2021 Co.estate development and that is practically feasible and the Ltd.commercial property sales and complete the Announcement on business which belong to implementation of the Resolutions of the the same industry. There relevant solution(s) before 9 1st Extraordinary is horizontal competition. November 2024 to solve the General Meeting of existing horizontal 2021 (No.: 2021-34) 32ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 competition problem: (1) disclosed by Solve the horizontal ShenZhen Properties competition between the & Resources two through asset sales or Development asset replacement; (2) Solve (Group) Ltd. on 27 the horizontal competition September 2021 for between the two through details.equity transfer; (3) Take other measures that can effectively solve the problem of horizontal competition.IV Annual and Extraordinary General Meeting Convened during the Reporting Period 1. General Meetings Convened during the Reporting Period Investor Meeting Type participati Convened date Disclosure date Index to disclosed information on ratio st The 1st Resolutions of the 1 Extraordinary Extraordin Extraordinary General Meeting of 2023 disclosed on ary General 62.31% 30 March 2023 31 March 2023 China Securities Securities Times General Meeting of Meeting and www.cninfo.com.cn (No.: 2023- 2023014) Resolutions of 2022 Annual General The 2022 Annual Meeting disclosed on China Annual General General 62.37% 28 April 2023 29 April 2023 Meeting Meeting Securities Securities Times and www.cninfo.com.cn (No.: 2023-020) The 2nd Resolutions of the 2 nd Extraordinary Extraordin Extraordinary General Meeting of 2023 disclosed on ary General 62.99% 12 September 2023 13 September 2023 China Securities Securities Times General Meeting of Meeting and www.cninfo.com.cn (No.: 2023- 2023033) rd The 3rd Resolutions of the 3 Extraordinary Extraordin Extraordinary General Meeting of 2023 disclosed on ary General 62.44% 30 November 2023 1 December 2023 China Securities Securities Times General Meeting of Meeting and www.cninfo.com.cn (No.: 2023- 2023047) 2. Extraordinary General Meeting Convened at Request of Preference Shareholders with Resumed Voting Rights □Applicable □ Not applicable V Directors Supervisors and Senior Management 1. Basic Information Increa Decre Begin se in ase in Other Endin ning the the increa g Reaso Ge Incum Office End of shareh Report Report se/dec shareh n for Name nde Age bent/F Start of tenure title tenure olding ing ing rease olding chang r ormer (share Period Period (share (share e ) (share (share ) ) )) 33ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Chairma Tang Ma Incum 30 March 54 n of the 0 0 0 0 0 Xiaoping le bent 2023 Board Tang Ma Incum 31 December 54 Director 0 0 0 0 0 Xiaoping le bent 2020 Tang Ma Incum 14 December 54 GM 0 0 0 0 0 Xiaoping le bent 2020 Qian Ma Incum 12 September 50 Director 0 0 0 0 0 Zhong le bent 2023 Wang Ma Incum 11 October 51 Director 0 0 0 0 0 Jianfei le bent 2021 Wang Ma Incum 22 September 51 CFO 0 0 0 0 0 Jianfei le bent 2021 Sun Ma Incum 31 December 43 Director 0 0 0 0 0 Minghui le bent 2020 Zhang Ma Incum 30 March 49 Director 0 0 0 0 0 Manhua le bent 2023 Li Ma Incum 30 November 51 Director 0 0 0 0 0 Wenkun le bent 2023 Indepen Kang Ma Incum 60 dent 15 May 2018 0 0 0 0 0 Xiaoyue le director bent Indepen He Ma Incum 62 dent 30 June 2020 0 0 0 0 0 Zuowen le director bent Indepen Mi Ma Incum 49 dent 30 June 2020 0 0 0 0 0 Xuming le director bent Chairma n of the Wang Ma Supervis Incum 58 17 May 2022 0 0 0 0 0 Jiangtao le ory bent Commit tee Fe Supervis Incum Li Yufei mal 46 17 April 2012 0 0 0 0 0 or bent e Wei Ma Supervis Incum 30 November 4500000 Junfeng le or bent 2023 Fe Supervis Incum Lin Jun mal 55 27 April 2016 0 0 0 0 0 or bent e Fe Lu Supervis Incum 28 March mal 47 0 200 0 0 200 Haiyan or bent 2023 e Zhang Ma Vice Incum 58 15 July 2020 0 0 0 0 0 Hongwei le GM bent Huang Ma Vice Incum 52 29 July 2022 0 0 0 0 0 Weijun le GM bent Wu Ma Vice Incum 52 29 July 2022 0 0 0 0 0 Zhiyong le GM bent Secretar Ma Incum 31 December Luo Yi 50 y of the 0 0 0 0 0 le bent 2020 Board Deng 12 Ma Forme Kangche 58 Director 17 April 2012 September 7500 0 0 0 7500 le r ng 2023 Fe Forme 8 September 30 March Wen Li 55 Director 0 0 0 0 0 mal r 2006 2023 34ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 e 30 Ma Supervis Forme Ren Wei 44 15 May 2018 November 2000 0 0 0 2000 le or r 2023 Feng Ma Supervis Forme 28 March 53 2 March 2017 0 0 0 0 0 Hongwei le or r 2023 Total -- -- -- -- -- -- 9500 200 0 0 9700 -- Indicate by tick mark whether any directors or supervisors left or any senior management were disengaged during the Reporting Period □Yes □ No 1. Due to the expiration of her term of office Ms. Wen Li no longer holds the position of director of the Company and does not hold any other position in the Company either; Mr. Feng Hongwei no longer holds the position of supervisor and still continues to hold other management positions in the Company. For details please refer to the Announcement No. 2023-017 on the Re-election of the Board of Directors and the Supervisory Committee disclosed by the Company on 31 March 2023 on China Securities Journal Securities Times and Cninfo (www.cninfo.com.cn). 2. Due to job change Mr. Deng Kangcheng no longer holds the position of director of the Company and does not hold any other position in the Company either. For details please refer to the Announcement on Change of Director (Announcement No. 2023-034) disclosed by the Company on 13 September 2023 on China Securities Journal Securities Times and Cninfo (www.cninfo.com.cn). 3. Due to job change Mr. Ren Wei no longer holds the position of supervisor of the Company and does not hold any other position in the Company either. For details please refer to the Announcement on Proposed Change of Supervisor (Announcement No. 2023-045) disclosed by the Company on 14 November 2023 on China Securities Journal Securities Times and Cninfo (www.cninfo.com.cn).Change of Directors Supervisors and Senior Management □ Applicable □ Not applicable Name Office title Type of change Date of change Reason for change Tang Xiaoping Chairman of the Board Elected 30 March 2023 Zhang Manhua Director Elected 30 March 2023 Qian Zhong Director Elected 12 September 2023 Li Wenkun Director Elected 30 November 2023 Left for expiration of Wen Li Director 30 March 2023 term of office Deng Kangcheng Director Left 12 September 2023 Job change Lu Haiyan Supervisor Elected 28 March 2023 Wei Junfeng Supervisor Elected 30 November 2023 Left for expiration of Feng Hongwei Supervisor 28 March 2023 term of office Ren Wei Supervisor Left 30 November 2023 Job change 2. Biographical Information Professional backgrounds major work experience and current duties in the Company of the incumbent directors supervisors and senior management: Tang Xiaoping: he ever act as CFO and finance minister of Shenzhen HRD Assets Management Company minister of Financial Operations Management Department of Shenzhen Foreign Labor Service Co. Ltd. and executive director of Shenzhen Foreign Affairs Service Center Manager of Financing Plan Department deputy GM secretary of the Board of the Company and deputy secretary of the CPC of the Company. He is currently the Chairman of the Board GM and secretary of the CPC of the Company. 35ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Qian Zhong: Previously the Director of the Office of the Board of Directors (Strategy Research Office) a member of the Discipline Inspection Commission and the Head of the Operation Management Department of ShenZhen Properties & Resources Development (Group) Ltd.; currently a Director a Deputy Secretary of the Party Committee and the Chairman of the Trade Union Federation of the Company.Wang Jianfei: he was once the minister of the Financial Management Department of Shenzhen Construction Development (Group) Company vice GM of Hubei SIHC Investment Development Co. Ltd. And now he acts as the director and CFO of the Company.Sun Minghui: Former the senior director of 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.Zhang Manhua: Previously the Head of the Investment Department of Shenzhen Shenchao Technology Investment Co. Ltd. a Deputy Head of the Strategic Development Department and Deputy Head of the Capital Operation Department of Shenzhen Investment Holdings Co. Ltd.; currently the Director of the Legal and Risk Management Department of Shenzhen Investment Holdings Co. Ltd. and a Director of the Company.Li Wenkun: Previously a Deputy General Manager of Shenzhen Toukong Property Management Co. Ltd. a Director a Deputy Secretary of the Party Committee and the Secretary of the Discipline Inspection Commission of Shenzhen Shentou Environmental Protection Technology Co. Ltd. and a Director and a Deputy Secretary of the Party Committee of Shenzhen Environmental Protection Technology Group Co. Ltd. (original name was Shenzhen Shentou Environmental Protection Technology Co. Ltd.); currently a Director of Shenzhen Water Planning and Design Institute Co. Ltd. and a Director of the Company.Kang Xiaoyue: he was once the staff member of Department of Justice of Jiangxi Province a reporter editor and head of Special Issue Department of Shenzhen Legal Newspaper. Chief Lawyer senior partner of Guangdong New Century Law Firm (later renamed Guangdong Wancheng Law Firm). Now he serves as a senior partner of Beijing Weiheng (Shenzhen) Law Firm and the independent director of the Company.He Zuowen: formerly associate professor of accounting deputy director of teaching and research section and member of the Disciplinary Committee of Changsha University of Science & Technology partner and deputy director of Shenzhen Huapeng Certified Public Accountants director and vice GM of Beijing Zhongtian Huazheng Certified Public Accountants Co. Ltd. (Dahua Certified Public Accountants) as well as head of Shenzhen Branch of it partner of BDO Certified Public Accountants; advisory expert of Internal Control Standard st nd th Committee of the Ministry of Finance (the 1 2 and 4 ) expert of Shenzhen Senior Accountant Review Committee director of Shenzhen Institute of Certified Public Accountants director of the Investigation Committee member of the Shenzhen Municipal Social Organization Disciplinary Inspection Committee member Vice Secretary of CPC &Secretary of the Disciplinary Committee of CPC Shenzhen CPA Industry Committee etc. Independent Director of Shenzhen Textile (Holdings) Co. Ltd. currently partner of Shenzhen Dahua International Certified Public Accountants Secretary of CPC General Branch of Shenzhen Branch of Dahua Certified Public Accountants (Special General Partnership) Chairman of Shenzhen Tianye Tax Agent Co. Ltd.and also served as the independent director of Shenzhen Tongyi Industry Co. Ltd. and the Company. The main social positions are: external master tutor of Shenzhen University member of Shenzhen CPA Industry Committee director of Shenzhen Certified Tax Agents Association and Member of the Capital Market Advisory Expert Committee of the Xinjiang Regulatory Bureau of the China Securities Regulatory Commission expert of the experts database of State-owned Assets Supervision and Administration Commission of the People’s Government of Shenzhen Municipality Development and Reform Commission of Shenzhen Municipality Science and Technology Innovation Commission of Shenzhen Municipality Shenzhen Bureau of Radio Television Culture Tourism and Sports Shenzhen United Property and Equity Exchange etc. 36ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Mi Xuming: Former lecturer and associate professor at Shenzhen University post-doctor of post-doctoral mobile station for applied economics of School of Economics of Xiamen University visiting scholar at the University of Exeter; currently professor and master tutor of Shenzhen University and at the same time as the independent directors of Shenzhen Farben Information Technology Co. Ltd. OFILM Group Co. Ltd. and the Company.Wang Jiangtao: Former Deputy General Manager and Secretary of the Party Branch of Shenzhen Foreign Economic and Trade Investment Company Director Secretary of the Disciplinary Committee Secretary of CPC and Chairman of the Supervisory Committee of Shenzhen Architecture Design General Research Institute; currently Chairman of the Supervisory Committee Secretary of the Disciplinary Committee and member of CPC of the Company.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.Wei Junfeng: Previously a Senior Managing Officer of the Strategic Research Department (Office of the Board of Directors) of Shenzhen Investment Holdings Co. Ltd.; currently a Deputy Head of the Strategic Research Department (Office of the Board of Directors) of Shenzhen Investment Holdings Co. Ltd. and a Supervisor of the Company.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).Lu Haiyan: Previously a Deputy Head of the Financial Department and a Deputy Head of the Strategic Development Department (Office of the Board of Directors) of Shenzhen Foreign Service Group Co. Ltd.; currently a supervisor and a deputy manager of the Audit Department (presiding over the work of the Audit Department) of the Company.Zhang Hongwei: once served as GM of Shenzhen Urban Construction Investment Development Co. Ltd. Hefei Ruifa Urban Construction Investment Development Co. Ltd. manager of the Company's Development Department Sales Department Project II Department Project Management Department; currently deputy GM of the Company member of CPC Chairman of Jianbang Group and GM of Longgang Development Company.Huang Weijun: Once served as a member of the Party Committee Secretary of the Committee for Discipline Inspection and Deputy GM of Shenzhen Guangming Group Co. Ltd. a member of the Party Committee Secretary of the Committee for Discipline Inspection and Deputy GM of Shenzhen OCT Vision Inc. (concurrently as an executive director of Shenzhen OCT International Media Performing Co. Ltd.) and now serving as the Deputy GM member of the CPC of the Company.Wu Zhiyong: Once served as the Chairman and GM of Shenzhen Petrel Hotel Co. Ltd. and Deputy Manager of Property Management Department and Asset Operation Center of the Company and now serving as the Deputy GM member of the CPC of the Company of the Company.Luo Yi: He was once the Vice GM Deputy Director of Board Secretariat and Securities Representative in 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 Remuner ation or End of Name Shareholding entity Office held in the shareholding entity Start of tenure allowanc tenure e from the 37ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 sharehol ding entity Sun Shenzhen Investment Chief of Financial Department Minghu 11 November 2020 Yes Holdings Co. Ltd (Settlement Center) i Zhang Shenzhen Investment Head of Legal and Risk Management 19 October 2018 Yes Manhua Holdings Co. Ltd Shenzhen Investment Deputy Director of Discipline Inspection Li Yufei 9 July 2015 Yes Holdings Co. Ltd Office Deputy Director of Strategic Research Wei Shenzhen Investment Department (Office of the Board of 25 June 2018 Yes Junfeng Holdings Co. Ltd Directors) Offices held concurrently in other entities: □ Applicable □ Not applicable Remuner ation or Office held in End of allowanc Name Other entity Start of tenure the entity tenure e from the entity Sun Shenzhen Highway Passenger Transportation Supervisor 16 June 2017 No Minghui Service Centre Co. Ltd.Sun China Nanshan Development (Group) Co. Ltd. Supervisor 17 October 2017 No Minghui Sun ULTRARICHINTERNATIONAL LIMITED Director 11 November 2020 No Minghui Sun Hubei SIHC Investment Development Co. Ltd. Director 11 November 2020 No Minghui Sun Shenzhen Textile (Holdings) Co. Ltd. Director 10 February 2021 No Minghui Sun Hubei SIHC Investment Development Co. Ltd. Director 30 June 2021 No Minghui Sun Shenzhen Textile (Holdings) Co. Ltd. Director 18 October 2021 No Minghui Sun Guotai Junan Securities Co.Ltd. Director 26 October 2023 No Minghui Sun Guotai Junan Investment Management Co.Ltd. Director 26 October 2023 No Minghui Zhang Shenzhen Properties & Resources Development Supervisor 31 July 2014 No Manhua (Group) Ltd.Zhang Shenzhen Architecture Design General Research Director 11 July 2017 No Manhua Institute Zhang Shenzhen Asset Management Co. Ltd. Director 23 April 2020 No Manhua Zhang Shenzhen Bay Area Urban Construction and Director 16 August 2021 No Manhua Development Co. Ltd.Zhang Shenzhen High-Tech Zone Investment Director 25 November 2022 No Manhua Development Group Co. Ltd.Zhang Shenzhen Corporate Compliance Association Vice-president 9 January 2023 No Manhua Shenzhen Water Planning and Design Institute Li Wenkun Director 4 September 2023 No Co. Ltd.Li Yufei Shenzhen Dapengwan Huaqiao Tomb Director 19 November 2015 No Li Yufei Shenzhen Shentou Cultural Investment Co. Ltd. Director 2 September 2022 No Wei Shenzhen Environmental Protection Technology Supervisor 17 October 2017 No Junfeng Group Co. Ltd.Wei Shenzhen Highway Passenger Transportation Director 24 August 2023 No Junfeng Service Centre Co. Ltd.Punishments imposed in the recent three years by the securities regulator on the incumbent directors supervisors and senior 38ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 management as well as those who left in the Reporting Period: □Applicable □ Not applicable 3. Remuneration of Directors Supervisors and Senior Management Decision-making procedure determination basis and actual payments of remuneration for directors supervisors and senior management: The remuneration of the Company's directors supervisors and senior managers shall be determined and implemented in accordance with the regulations of the Company's remuneration management system.After the review and approval at the 2022 Annual General Meeting of Shareholders held on 28 April 2023 the allowance for independent directors has been adjusted to RMB10000 (pre-tax) per person per month from RMB7000 (pre-tax) per person per month since May 2023 and independent directors will not receive any remuneration other than it from the Company.Remuneration of directors supervisors and senior management for the Reporting Period Unit: RMB’0000 Total before-tax Any Incumbent/For remuneration remuneration Name Gender Age Office title mer from the from related Company party Tang Chairman of the Board Male 54 Incumbent 98.7 No Xiaoping GM Qian Zhong Male 50 Director Incumbent 22.6 No Wang Jianfei Male 51 Director and CFO Incumbent 107.7 No Sun Minghui Male 43 Director Incumbent 0 Yes Zhang Male 49 Director Incumbent 0 Yes Manhua Li Wenkun Male 51 Director Incumbent 0 Yes Kang Male 60 Independent director Incumbent 10.8 No Xiaoyue He Zuowen Male 62 Independent director Incumbent 10.8 No Mi Xuming Male 49 Independent director Incumbent 10.8 No Wang Chairman of the Male 58 Incumbent 111.42 No Jiangtao Supervisory Committee Li Yufei Female 46 Supervisor Incumbent 0 Yes Wei Junfeng Male 45 Supervisor Incumbent 0 Yes Lin Jun Female 55 Supervisor Incumbent 61.86 No Lu Haiyan Female 47 Supervisor Incumbent 41.17 No Zhang Male 58 Vice GM Incumbent 87.05 No Hongwei Huang Male 52 Vice GM Incumbent 70.07 No Weijun Wu Zhiyong Male 52 Vice GM Incumbent 81.5 No Luo Yi Male 50 Secretary of the Board Incumbent 62.76 No Deng Male 58 Director Former 0 Yes Kangcheng Wen Li Female 55 Director Former 0 Yes Ren Wei Male 44 Supervisor Former 0 Yes Feng Male 53 Supervisor Former 62.86 No Hongwei Total -- -- -- -- 840.09 -- Other notes □Applicable □ Not applicable 39ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 VI Performance of Duty by Directors in the Reporting Period 1. Board Meeting Convened during the Reporting Period Meeting Date of the meeting Disclosure date Index to disclosed information Announcement on Resolutions of the 77th th th Meeting of the 7 th Board of Directors (No.: The 77 Meeting of the 7 19 January 2023 20 January 2023 2023-003) disclosed on China Securities Board of Directors Journal Securities Times and www.cninfo.com.cn.Announcement on Resolutions of the 78th th th Meeting of the 7 th Board of Directors (No.: The 78 Meeting of the 7 17 March 2023 18 March 2023 2023-007) disclosed on China Securities Board of Directors Journal Securities Times and www.cninfo.com.cn.Announcement on Resolutions of the 1st Meeting of the 8th Board of Directors (No.: The 1st Meeting of the 8th Board 30 March 2023 31 March 2023 2023-015) disclosed on China Securities of Directors Journal Securities Times and www.cninfo.com.cn.Announcement on Resolutions of the 2nd nd th Meeting of the 8 th Board of Directors (No.: The 2 Meeting of the 8 Board 28 April 2023 29 April 2023 2023-021) disclosed on China Securities of Directors Journal Securities Times and www.cninfo.com.cn.Announcement on Resolutions of the 3rd rd th Meeting of the 8 th Board of Directors (No.: The 3 Meeting of the 8 Board 28 July 2023 29 July 2023 2023-026) disclosed on China Securities of Directors Journal Securities Times and www.cninfo.com.cn.Announcement on Resolutions of the 4th Meeting of the 8thth th Board of Directors (No.: The 4 Meeting of the 8 Board 25 August 2023 28 August 2023 2023-028) disclosed on China Securities of Directors Journal Securities Times and www.cninfo.com.cn.Announcement on Resolutions of the 5th Meeting of the 8thth Board of Directors (No.: The 5 Meeting of the 8th Board 18 October 2023 19 October 2023 2023-035) disclosed on China Securities of Directors Journal Securities Times and www.cninfo.com.cn.Announcement on Resolutions of the 6th th Meeting of the 8 th Board of Directors (No.: The 6 Meeting of the 8th Board 27 October 2023 28 October 2023 2023-036) disclosed on China Securities of Directors Journal Securities Times and www.cninfo.com.cn.Announcement on Resolutions of the 7th th Meeting of the 8 th Board of Directors (No.: The 7 Meeting of the 8th Board 29 December 2023 30 December 2023 2023-050) disclosed on China Securities of Directors Journal Securities Times and www.cninfo.com.cn. 2. Attendance of Directors at Board Meetings and General Meetings Attendance of directors at board meetings and general meetings Total number Board Board Board Board The director General Director of board meetings meetings meetings meetings the failed to meetings 40ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 meetings the attended on attended by attended director attend two attended director was site way of through a failed to consecutive eligible to telecommuni proxy attend board attend cation meetings (yes/no) Tang 9 7 2 0 0 No 4 Xiaoping Qian Zhong 3 1 2 0 0 No 1 Wang Jianfei 9 7 2 0 0 No 4 Sun Minghui 9 5 4 0 0 No 3 Zhang 7 4 3 0 0 No 3 Manhua Li Wenkun 1 0 1 0 0 No 0 Kang 9 5 4 0 0 No 4 Xiaoyue He Zuowen 9 6 3 0 0 No 4 Mi Xuming 9 6 3 0 0 No 3 Deng 6 6 0 0 0 No 3 Kangcheng Wen Li 2 1 1 0 0 No 0 Why any independent director failed to attend two consecutive board meetings: Not applicable 3. Objections Raised by Directors on Matters of the Company Indicate by tick mark whether any directors raised any objections on any matter of the Company.□Yes □ No No such cases in the Reporting Period. 4. Other Information about the Performance of Duty by Directors Indicate by tick mark whether any suggestions from directors were adopted by the Company.□Yes □ No Suggestions from directors adopted or not adopted by the Company: During the Reporting Period all directors of the Company performed their duties diligently and conscientiously.They thoroughly mastered the Company’s production and operation internal control and standardized operation and put forward relevant opinions on the Company’s major governance and operation decisions based on their professional advantages. These opinions were fully communicated and discussed among the directors before forming consensus which effectively promoted scientific and objective decision-making by the Board of Directors and helpfully safeguarded the legitimate rights and interests of the Company and all shareholders.VII Performance of Duty by Specialized Committees under the Board in the Reporting Period N Othe D u r et m infor ail be mati s Com Me r on ab mitt mbe Convened date Content Important opinions and suggestions raised of abou ou ee rs m t the t ee perf iss tin orm ue gs ance s 41ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 co of wi nv duty th en ob ed je cti on s (if an y) It is believed that the Company has chosen and applied appropriate accounting policies and made reasonable accounting estimates in accordance with the provisions of the new Accounting Standards for Business Enterprises. The Deliberation on the Company has always been cautious about 14 January 2023 Company’s 2022 changes in accounting policies and accounting financial statements estimates. There is no use or abuse of changes in accounting policies or accounting estimates to adjust profits. The financial statements prepared Aud by the Company are true and reliable with He it complete contents.Zuo Com It is believed that the Company’s 2022 financial wen mitt Deliberation on the statements prepared by Grant Thornton China Sun ee preliminary audit (LLP) comply with all provisions of the Min of 4 opinions of Grant Accounting Standards for Business Enterprises ghui 10 March 2023 the Thornton China (LLP) and truly and completely represent the Mi Boar on the Company’s 2022 Company’s financial position as of 31 December Xu d of financial statements 2022 and its operating results and cash flows for min Dire the year 2022 in all material respects.g ctors Deliberation on the summary of the 2022 It is believed that Grant Thornton China (LLP) audit service provided 17 March 2023 has completed the audit of the Company’s 2022 by Grant Thornton financial statements well.China (LLP) for the Company It is agreed to engage Pan-China Certified Public Deliberation on the Accountant (LLP) as the auditor of the proposed engagement Company's financial statements and internal 19 October 2023 of the audit firm for control for the year 2023 with the auditor's fee of 2023 RMB510000 for the financial statements and RMB210000 for the internal control.It is believed that the remuneration decision- Rem Deliberation on the making procedures for the Company’s directors annual remuneration of supervisors and senior management are uner directors supervisors compliant the remuneration payment standards atio 17 March 2023 and senior management for the Company’s directors supervisors and n Mi as disclosed in the senior management are in line with the and Xu Company’s 2022 annual regulations of the remuneration system and that App min report the remuneration disclosed in the 2022 annual raisa g report is true and accurate.l Wan It is considered that the Company's current adjustment of the allowances for Independent Com g 6 Directors has taken into account the standard of mitt Jianf allowances for Independent Directors of listed ee ei Deliberation on the companies in the same industry and the level of of He economic development in the region with the adjustment of the the Zuo 30 March 2023 comprehensive consideration of the actual allowances for Boar wen situation of the Company's operation and Independent Directors management as well as the contributions made d of by the Independent Directors to the standardised Dire operation and future development of the ctors Company. As a result the proposed adjustment of the allowances is reasonable. 42ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 Deliberation on the Program for Assessing Group Deputy General It is agreed to adopt the Program for Assessing 23 July 2023 Managers Huang Group Deputy General Managers Huang Weijun Weijun and Wu and Wu Zhiyong During Probationary Period.Zhiyong During Probationary Period Deliberation on the It is agreed to adopt the assessment report and result for Assessing probationary assessment proposal of the Group Deputy General assessment working group: Huang Weijun and 18 August 2023 Managers Huang Wu Zhiyong Deputy General Managers of the Weijun and Wu Group were identified to be "qualified" in the Zhiyong During probationary assessment results and were regularised on schedule.Probationary Period Deliberation on the adjustment of It is considered that the adjusted Implementation Plan for Performance Appraisal of Senior Implementation Plan for 12 October 2023 Management in 2022 conforms to the actual Performance Appraisal situation of the Company and the assessment of Senior Management indicators are set scientifically and reasonably.of the Company in 2022 It is held that: 1.The plan for performance assessment and application of the Company's Senior Management for the year 2022 conforms to the actual situation and can be used to more accurately and comprehensively evaluate the assessment objects without circumstances of jeopardizing the interests of the Company and its shareholders Review of the results of especially those of the medium and small performance appraisal shareholders.of senior management 2. The Implementation Plan for Performance members of SPG in Assessment of SPG's Senior Management for the 2022 and the result Year 2023 satisfies the requirements put forward application plan the in the Management Measures for Business Implementation Plan for Performance Appraisal and Remuneration Management of Senior Management Members 19 October 2023 Performance Appraisal and the assessment indicators are set scientifically of Senior Management and reasonably without circumstances of Members in 2023 and jeopardizing the interests of the Company and its the 2023 Statement of shareholders especially those of the medium and Responsibility of Senior small shareholders.Management Members 3. The responsibility statement of Senior Management for business performance for the for Business year 2023 satisfies the requirements for the Performance assessment indicators of business performance for the year 2023 is combined with the key work points for the year 2023 and the division of work among the members of the leading group and is scientific and reasonable without circumstances of jeopardizing the interests of the Company and its shareholders especially those of the medium and small shareholders.No Kan Tang Xiaoping Deng Kangcheng Wang Jianfei min g Zhang Manhua and Sun Minghui are proposed as atio Xiao Deliberation on the candidates for non-independent directors of the n yue Election of the 13 January 2023 th Com Den 8 Board of Directors of the Company; Kang Company’s Board of mitt g Xiaoyue He Zuowen and Mi Xuming are 2 Director ee Kan proposed as candidates for independent directors of gche of the 8th Board of Directors of the Company.the ng Deliberation on the Boar He It is agreed to recommend Qian Zhong as a 18 August 2023 d of Zuo nomination of Qian director of the Company.Dire wen Zhong as a director of 43ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 ctors the Company Kan g Xiao yue Deliberation on the Qian nomination of Li It is agreed to recommend Li Wenkun as a 1 19 October 2023 Zho Wenkun as a director of director of the Company.ng the Company He Zuo wen VIII Performance of Duty by the Supervisory Committee Indicate by tick mark whether the Supervisory Committee found any risk to the Company during its supervision in the Reporting Period.□Yes □ No The Supervisory Committee raised no objections in the Reporting Period.IX Employees 1. Number Functions and Educational Backgrounds of Employees Number of in-service employees of the Company as the parent 104 at the period-end Number of in-service employees of major subsidiaries at the 163 period-end Total number of in-service employees at the period-end 267 Total number of paid employees in the Reporting Period 267 Number of retirees to whom the Company as the parent or its 0 major subsidiaries need to pay retirement pensions Functions Function Employees Production 127 Sales 21 Technical 15 Financial 24 Administrative 80 Total 267 Educational backgrounds Category Number Doctors 2 Masters 22 Bachelors 111 College graduates 67 Technical secondary school graduates 8 High school graduates and below 57 Total 267 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. 44ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 3. Employee Training Plans The Company established annual training plan in line with Measures for the Management of Employee Training The Company adopts internal training hires experts give lectures to the Company or participate professional training train the on job employees with job knowledge professional skills rules and regulations the business process etc. which enrich and renew the professional knowledge enhance the comprehensive quality and business skills of the employees. 4. Labor Outsourcing □Applicable □ Not applicable X Profit Distributions (in the Form of Cash and/or Stock) How the profit distribution policy especially the cash dividend policy was formulated executed or revised in the Reporting Period: □Applicable □ Not applicable Indicate by tick mark whether the Company fails to put forward a cash dividend proposal for shareholders despite the facts that the Company has made profits in the Reporting Period and the profits of the Company as the parent distributable to shareholders are positive.□Applicable □ Not applicable Final Dividend Plan for the Reporting Period □Applicable □ Not applicable No such cases in the Reporting Period.XI Equity Incentive Plans Employee Stock Ownership Plans or Other Incentive Measures for Employees □Applicable □ Not applicable No such cases in the Reporting Period.XII Establishment and Execution of the Internal Control System for the Reporting Period 1. Establishment and Execution of the Internal Control System The Company has established a relatively complete and continuously effective internal control system and has carried out internal control evaluation in accordance with the internal control matrix and documents. In accordance with the requirements of the standard system for enterprise internal control and relevant regulations the Company has maintained effective internal control over financial reporting in all material respects. No major deficiencies in internal control not related to financial reporting have been found and no factors affecting the evaluation conclusion of internal control effectiveness have occurred. At the same time the Company attaches great importance to the regulation and steering role of the big supervision system. By holding joint supervision meetings and carrying out key supervision and inspection the Company has promoted the standardization level improvement of relevant management work. No major violations of regulations and disciplines have been found.In the future the Company will continue to develop internal control in a standardized manner and strengthen the supervision and inspection of internal control in order to promote the healthy and sustainable development of the Company. 45ShenZhen Special Economic Zone Real Estate & Properties (Group) Co. Ltd. Annual Report 2023 2. Material Internal Control Weaknesses Identified for the Reporting Period □Yes □ No XIII Management and Control over Subsidiaries by the Company for the Reporting Period Subsidiar Integration Integration Countermeasures Settlement Follow-up Problem y plan progress taken progress settlement plan N/A N/A N/A N/A N/A N/A N/A XIV Internal Control Evaluation Report or Independent Auditor’s Report on Internal Control 1. Internal Control Evaluation Report Disclosure date of the internal control self-evaluation report 30 March 2024 2023 Internal Control Self-Evaluation Report on Index to the disclosed internal control self-evaluation report www.cninfo.com.cn Evaluated entities’ combined assets as % of consolidated total assets 83.94% Evaluated entities’ combined operating revenue as % of consolidated 99.87% operating revenue Identification standards for internal control weaknesses Weaknesses in internal control over financial Weaknesses in internal control not related to financial Type reporting reporting The criterion of quality of the recognition of defects of internal control in the non-financial statements mainly were order of severity of defect involving business nature the direct or potential negative influence nature and the The Company in line with the actual situation when influence scope and other factors. If the follows events or the follows events or indications happen which indicators occur there may be serious or important defects means there probably existing serious or important of internal control in the non-financial statements:(1) Lack defects in the financial report; (1) the directors democratic decision-making process if lack significant supervisors and senior executives were fraud. (2) problem decision-making important appointment and Certified Public Accountant find that there is a Nature dismissal of cadres significant project investment decision- significant error in the financial report however the standard making; usage of large capital (three important one large); internal control did not discover it when conducting (2) Unscientific decision-making process such as the major internal control; (3) The Audit Committee under the decision-making errors has caused a serious property loss Board and Internal Audit Service's supervision to the to the company; (3) Seriously violating state laws and internal control is invalid. (4) The accounting regulations; (4) Loss of key management personnel or personnel were without necessary qualities to important talent; (5) Negative news media appear complete the preparation of financial statements.frequently and widely spread; (6) The results of the internal control evaluation especially large or significant defects have not been corrected. (7) Important business systems lack control rules or systemic failure.Serious defects: the defects or defect group may lead to the financial results misstatement or potential The criterion of quantity of the recognition of defects of losses >3% of net assets; important defects: 1% of net Quantitati internal control in the non-financial statements mainly were assets

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