[中报]深深房Ｂ(200029):2022年半年度报告（英文版）
原标题:深深房Ｂ:2022年半年度报告（英文版） & PROPERTIES (GROUP) CO., LTD. INTERIM REPORT 2022 2022-030 August 2022 Part I Important Notes, Table of Contents and Definitions The Board of Directors (or the “Board”), the Supervisory Committee as well as the directors, supervisors and senior management of ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. (hereinafter referred to as the “Company”) hereby guarantee the factuality, accuracy and completeness of the contents of this Report and its summary, and shall be jointly and severally liable for any misrepresentations, misleading statements or material omissions therein. Liu Zhengyu, chairman of the Company’s Board, Wang Jianfei, the Company’s Chief Financial Officer, and Qiao Yanjun, head of the Company’s financial department (equivalent to financial manager) hereby guarantee that the Financial Statements carried in this Report are factual, accurate and complete. All the Company’s directors have attended the Board meeting for the review of this Report and its summary. Certain descriptions about the Company’s operating plans or work arrangements for the future mentioned in this Report and its summary, the implementation of which is subject to various factors, shall NOT be considered as promises to investors. Therefore, investors are reminded to exercise caution when making investment decisions. The Company has no interim 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. Table of Contents Part I Important Notes, Table of Contents and Definitions ........................................................... 2 Part II Corporate Information and Key Financial Information ................................................... 6 Part III Management Discussion and Analysis ............................................................................... 9 Part IV Corporate Governance ...................................................................................................... 25 Part V Environmental and Social Responsibility .......................................................................... 26 Part VI Significant Events ............................................................................................................... 27 Part VII Share Changes and Shareholder Information ............................................................... 33 Part VIII Preferred Shares .............................................................................................................. 37 Part IX Bonds ................................................................................................................................... 38 Part X Financial Statements ........................................................................................................... 39 Documents Available for Reference 1. The financial statements with the personal signatures and stamps of the Company’s legal representative, Chief Financial Officer and head of the financial department; and 2. 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. Definitions
Part II Corporate Information and Key Financial Information I Corporate Information
1. Contact Information of the Company Indicate by tick mark whether any change occurred to the registered address, office address and their zip codes, website address and email address of the Company in the Reporting Period. □ Applicable ? Not applicable No change occurred to the said information in the Reporting Period, which can be found in the 2021 Annual Report. 2. Media for Information Disclosure and Place where this Report is Kept Indicate by tick mark whether any change occurred to the information disclosure media and the place for keeping the Company’s periodic reports in the Reporting Period. □ Applicable ? Not applicable The newspapers designated by the Company for information disclosure, the website designated by the CSRC for disclosing the Company’s periodic reports and the place for keeping such reports did not change in the Reporting Period. The said information can be found in the 2021 Annual Report. 3. Other Information Indicate by tick mark whether any change occurred to other information in the Reporting Period. □ Applicable ? Not applicable IV Key Financial Information Indicate by tick mark whether there is any retrospectively restated datum in the table below. □ Yes ? No
? Applicable □ Not applicable Unit: RMB
No such differences for the Reporting Period. 3. Reasons for Accounting Data Differences Above □ Applicable ? Not applicable XI Exceptional Gains and Losses ? Applicable □ Not applicable Unit: RMB
No such cases for the Reporting Period. Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gain/Loss Items: □ Applicable ? Not applicable No such cases for the Reporting Period. Part III Management Discussion and Analysis I Principal Activity of the Company in the Reporting Period (I) Industry review for the Reporting Period In the first half of 2022, the international environment tended to be more complex and severe. The spread of Covid-19 was frequent and sporadic in China. Various sudden unexpected factors caused a decline in both supply and demand, leading to a slowdown in economic growth. Under the effective implementation of a package of policy measures to stabilize the economy, China's economy withstood the pressure and achieved positive growth in the second quarter. In terms of the industry, under the premise of insisting on the position that houses are for living in, not for speculating on, localities implemented differentiated housing policies based on city-specific policies, but market expectations failed to make a directional change. Customers with a rigid demand were still in a strong wait-and-see mood. No significant recovery was seen in the activity of real estate transactions. (II) Review of the Company’s operations in the Reporting Period 1. Focusing on the leadership of Party building, the Company newly strengthened the Party building The Party Committee of the Company insisted on arming mind, guiding practice and promoting work with Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era. The Party Committee enriched and expanded the forms and carriers of learning and education, and orderly promoted the normalization and institutionalization of the "First Topics" learning of the Party organizations and the study of the theoretical study center group. Also, it further established the "Four Consciousnesses", enhanced the "Four-sphere confidence", and ensured the "Two Upholds". During the Reporting Period, the Company held 11 (enlarged) meetings of the Party Committee. All levels of Party organizations in the system carried out four (enlarged) meetings of theoretical study of the theoretical study center group, 126 sessions of "Three Sessions and One Class", and 126 sessions of "First Topics" learning. The implementation of the responsibilities for Party building was strengthened. The Party building brand creation activity of "One Brand for One Enterprise" was continuously promoted. A debriefing review meeting on the Party building of the grass-roots Party organization secretary was held, and a letter of responsibility for Party building goals was signed with the grass-roots Party organizations. The centralized election of seven Party branches affiliated to the system was completed to allocate leadership team members of the Party branches and optimize the construction of the grass-roots Party organizations. The regular development of the practical activity of "I do practical things for the masses" was promoted, and the annual plan for people's livelihood was formulated and implemented. The constraint of strict governance of the Party was enhanced. A list of key tasks for development of clean and honest Party conduct and anti-corruption work of SPG in 2022 was formulated to ensure the joint arrangement, implementation, inspection and assessment. The key points of supervision in 2022 were prepared to decompose tasks layer by layer. The responsibilities of the person responsible for the secondary-level Party organization as the "first responsible person" for development of clean and honest Party conduct were defined. Other members were promoted to fully perform "one position and two responsibilities". Honesty learning and education was carried out from multiple perspectives and levels to further consolidate the ideological line of defense for honesty and self-discipline. 2. Focusing on development projects, the Company achieved new progress in the core business Project construction. First, the construction of SPG Guangmingli project was promoted in an orderly manner. As at the end of June, 196 supporting piles were completed for the project, accounting for approximately 45% of the total number of supporting piles. Earthworks were transported by 27,400 cubic meters, accounting for approximately 15% of the total volume of earthworks. Second, Linxinyuan project: The framework of buildings 1, 2, 5 and 8 has been completed by nearly 70%. Buildings 3, 4, 6, and 7 have been completed by 50%. As at the end of July, the structural capping has been completed for Linxinyuan Phase I. Real estate sales. The Company strengthened project promotion and customer development through multiple channels, and accelerated the pace of destocking. In the first half of the year, a total of 176 units were sold in initial subscription, and the sales area increased by 12,000 square meters. 3. Focusing on improving quality and efficiency, the Company enhanced new impetus for corporate development In the Reporting Period, the Company completed the change of business registration of equity transfer of Shenzhen Property Management, and basically completed the transfer of assets, business and personnel. It completed the transfer of Yunnan Kunpeng Air Service Co., Ltd. and collected equity transfer funds. In terms of the cleanup of zombie companies, the Company completed the cancellation of Shenzhen Special Economic Zone Real Estate (Group) Guangzhou Property and Estate Co., Ltd. and the revocation of registration of Hong Kong Qiyi Co., Ltd. QiLu Co., Ltd. successfully completed the first gazette of the revocation of registration. For the liquidation of Guangdong Fengkai County Lianfeng Cement Manufacturing Co., Ltd., in-depth communication has been carried out with relevant parties on the signing of the liquidation resolution. Great Wall Estate Co., Inc. (U.S.) has completed the selection and engagement of legal services and land sales intermediaries and initiated the land listing for sale. Petrel Hotel completed a series of tasks such as signing the lease contract with Topchain Link, handing over the venue, and entering the venue for decoration, and successfully realized the tourism transformation. 4. Focusing on emerging industries, the Company made new explorations for future development Guided by the action plan for improving the quality of listed companies, the Company relied on the platforms in the SASAC system to build a collaborative working mechanism with multi-subject participation. The Company made studies and demonstrations of new industry markets, and actively expanded new profit growth points. It intended to cooperate with the capital platforms in the SIHC system to actively explore industrial fund cooperation plans and leverage social capital to gradually set foot in strategic emerging industries. 5. Focusing on safe production, the Company newly consolidated the safety barrier First, the work requirements of "co-responsibility of the Party and government, one position and two responsibilities, and accountability for negligence of duty" were implemented. The Company continued to inspect and rectify potential safety production hazards, revised the documents for the safety production management system, and improved the emergency mechanism. It solidly carried out safety production inspection, "safety production month", emergency drills and other safety production activities to comprehensively consolidate the safety foundation. Second, while performing the tasks for the regular epidemic prevention and control, the Company actively responded to the call of the superiors by assigning 23 employees to come to the frontline of the epidemic prevention and control, and donating RMB54,000 worth of anti- epidemic materials to Nanhu Street in Shenzhen. The government's rent reduction and exemption policy was strictly implemented. The Company reduced and exempted rent of more than RMB20 million, contributing the "SPG strength" to the epidemic prevention and control and the resumption of work and production in Shenzhen. 6. Focusing on guarantee services, the Company newly maintained the corporate stability The Company renewed the liability insurance for directors, supervisors and senior managers in 2022 to provide necessary guarantee for the performance of duties by directors, supervisors and senior managers of the Company. It purchased critical illness insurance and group accident supplementary medical insurance for employees to enhance employees' ability to resist risks. According to the needs of business development, 11 urgently needed positions were recruited. The Company actively carried out project financing, completed the development loan of RMB500 million for Chuanqi Real Estate Development, and effectively guaranteed the project development and operation. It successfully launched the new OA system, which effectively improved the office efficiency of employees. It also properly responded to all kinds of complaint petitions as well as events affecting social stability, which created a good atmosphere for the stable corporate operation. 7. Focusing on internal control and internal audit, the Company newly strengthened the operations management According to the annual letter of responsibility for operations management and work points, the Company carried out unified arrangement and implementation supervision of the completion of business indicators and key tasks, and meeting arrangements every month. The supervision of internal audit was intensified. The Company carried out audit of assessment of total remuneration of affiliated companies, special audit of cooperation projects and contract review, with the contract review rate reaching 100%. 20 procurement tenders were completed in a standardized manner. The pre-settlement reduction rate of major projects was 11%. Jianbang Group streamlined the project management system, which effectively improved the management efficiency. Guideline No. 3 of the Shenzhen Stock Exchange for Listed Companies—Industry-specific Information Disclosure. New additions to the land bank:
□ Applicable ? Not applicable Financing channels:
crucial year for the Company to deepen its reform. The Company will resolutely implement the decisions and deployment of the CPC Shenzhen Municipal Committee, the Shenzhen Municipal People’s Government, the Municipal SASAC, and SIHC. The “Dual Zone” construction in Shenzhen and the policy of deepening the reform of state-owned assets and enterprises have brought strategic opportunities for the Company to plan for projects reserves and stabilize operation and management. Correspondingly, the Company will strive to seek new breakthroughs in its reform and development. (I) Focus on improving the quality of Party building In the second half of the year, guided by Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, the Party Committee of the Company will continue to organize the study, publicity and implementation of the spirit of the 20th National Congress of the Communist Party of China and the spirit of the 13th Guangdong Provincial Congress of the Communist Party of China, focus on the "First Topics" learning and the study of the theoretical study center group, and strengthen the building of the corporate leadership team. Enterprise", continue to promote the standardization construction of grass-roots Party organizations and the team building of Party members, and strive to push the Party building to a new level. (II) Focus on promoting the prudent operation of development as the core business First, project construction will be focused: The Company will ensure that the development of Guangmingli project and Linxinyuan project are implemented as planned. Second, project marketing will be focused: The Company will make breakthrough innovation in the marketing model and strengthen sales promotion, striving to complete the annual sales task. (III) Focus on promoting future development and improving quality and efficiency First, future development: The Company will strengthen the communication and coordination with the capital platforms in the system, focus on promoting the research and implementation of the industrial investment fund plan, and continue to explore the future direction and path for corporate development. Second, improvement of quality and efficiency: The Company will continue to promote the land sale of Great Wall Estate Co., Inc. (U.S.), the revocation of registration of QiLu Co., Ltd., the liquidation of Guangdong Fengkai County Lianfeng Cement Manufacturing Co., Ltd., and the cleanup of zombie companies such as Fresh Peak Investment Ltd. and Barenie Co. Ltd. It will implement follow-up tasks such as the audit of the profit of Shenzhen Property Management during the transition period and the collection of the final payment of equity transfer. Close attention will be paid to the special check of receivables to earnestly safeguard the interests of the Company. (IV) Focus on promote security protection in a standardized and orderly manner First, the Company will define the entity responsibility for safety production, carry out closed-loop rectification of problems and potential hazards found in the third-party safety inspection organized by the superiors, and prepare for the third-party inspection. It will carry out in-depth inspection and rectification of potential safety production hazards and review of problems, and focus on the safety of engineering construction and self-built house structure to eliminate potential safety hazards. Second, by adhering to the regular epidemic prevention and control, the Company will refine measures and strengthen implementation to ensure that the situation of epidemic prevention and control is stable. Third, the Company will coordinately focus on stability maintenance of petitioning and public opinion monitoring of the Group to create a harmonious and stable environment for corporate development. Provision of guarantees for homebuyers on bank mortgages: ? Applicable □ Not applicable
Joint investments by directors, supervisors and senior management and the listed company (applicable for such investments where the directors, supervisors and senior management are the major source of investment): ? Applicable □ Not applicable
As a pioneer of real estate development enterprises in Shenzhen, the Company has created a number of "first places" in the history of real estate development in China. For example, the first to use the paid state-owned land, the first to introduce the foreign investment for the cooperative land development, the first to raise development funds by means of pre-sale of buildings, the first to carry out public bidding for construction projects in accordance with international practices, the first to set up a property management company to the buildings and residences developed in an all-rounded manner, the first to win the bid in the auction of land use rights held in the Shenzhen Special Economic Zone, etc. Over the past 40 years, the company has developed more than 100 high-rise buildings, 500 multi-storey residential buildings, and 400 garden villas, with a cumulative building area of more than 4 million square meters. It has paid great efforts to the establishment of a modern enterprise HR management system and works hard in building a professional and high-quality development team. It also keeps improving the management mechanism and processes for project development. As a result, its planning, construction, cost control, sales ability and brand image have been effectively improved. More importantly, its main business operation ability and core competitiveness have been greatly enhanced. In 2022, the Company was granted the titles of “Socially Responsible Company” and “Honest Company” in the real estate world of Shenzhen. III Core Business Analysis Overview: See contents under the heading “I Principal Activity of the Company in the Reporting Period” above. Year-on-year changes in key financial data: Unit: RMB
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