[年报]深深房Ｂ(200029):2022年年度报告（英文版）
原标题:深深房Ｂ:2022年年度报告（英文版） PROPERTIES (GROUP) CO., LTD. ANNUAL REPORT 2022 2023-010 【March 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 Qiao Yanjun, head of the Company’s financial department (equivalent to financial manager) hereby guarantee that the Financial Statements carried in this Report are factual, accurate and complete. All the Company’s directors have attended the Board meeting for the review of this Report and its summary. Certain descriptions about the Company’s operating plans or work arrangements for the future mentioned in this Report and its summary, the implementation of which is subject to various factors, shall NOT be considered as promises to investors. Therefore, investors are reminded to exercise caution when making investment decisions. The Board has approved a final dividend plan as follows: based on the total share capital of 1,011,660,000 shares, a cash dividend of RMB0.61 (tax inclusive) per 10 shares is to be distributed to the shareholders, with no bonus issue from either profit or capital reserves. This Report and its summary have been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese versions shall prevail. 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..................................................................................... 10 Part IV Corporate Governance .............................................................................................................. 30 Part V Environmental and Social Responsibility ................................................................................. 47 Part VI Significant Events ...................................................................................................................... 48 Part VII Share Changes and Shareholder Information....................................................................... 56 Part VIII Preference Shares ................................................................................................................... 62 Part IX Bonds........................................................................................................................................... 63 Part X Financial Statements ................................................................................................................... 64 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. Definitions
Part II Corporate Information and Key Financial Information I Corporate Information
The independent audit firm hired by the Company:
□ 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
and losses was negative for the last three accounting years, and the latest independent auditor’s report indicated that there was uncertainty about the Company’s ability to continue as a going concern. □ Yes ? No Indicate by tick mark whether the lower of the net profit attributable to the listed company’s shareholders before and after exceptional gains and losses was negative. □ Yes ? No VII Accounting Data Differences under China’s Accounting Standards for Business Enterprises (CAS) and International Financial Reporting Standards (IFRS) and Foreign Accounting Standards 1. Net Profit and Equity under CAS and IFRS ? Applicable □ Not applicable Unit: RMB
No difference for the Reporting Period. 3. Reasons for Accounting Data Differences Above □ Applicable ? Not applicable VIII Key Financial Information by Quarter Unit: RMB
been disclosed in the Company’s quarterly or interim reports. □ Yes ? No IX 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 Industry Overview for the Reporting Period The Company is subject to the information disclosure requirements for the real estate industry in the Disciplinary and Regulatory Guideline No. 3 of the Shenzhen Stock Exchange for Listed Companies—Industry-specific Information Disclosure. The real estate sector embraced a policy recovery in 2022, thanks to a constant number of favorable policies introduced by the regulatory authorities to advance the sound and steady development of the real estate market. Specifically, the combo of policies focusing on three financing channels, namely credit, bonds, and equities, was put in place in November, re-opening the refinancing channels for the listed real estate enterprises and listed enterprises engaged in real estate business, which was expected to relieve the financial pressure on the real-estate enterprises. Concurrently, cities across China implemented policies based on local conditions. To restore house purchasers’ confidence, the government decreased the downpayment percentage and house loan interest rate and increased the provident fund loan limit. Finally, the policies’ effectiveness gradually manifested. II Principal Activity of the Company in the Reporting Period The Company is subject to the information disclosure requirements for the real estate industry in the Disciplinary and Regulatory Guideline No. 3 of the Shenzhen Stock Exchange for Listed Companies—Industry-specific Information Disclosure. The Company primarily develops residential properties. During the Reporting Period, it had six available-for-sale projects, which are mainly located in Shenzhen, Huizhou and Shantou. They are: the Chuanqi Donghu Mingyuan project and the Cuilinyuan project in Shenzhen, the Linxinyuan Phase I project located in a place in Huizhou that is close to Shenzhen, and the Tianyuewan project, the Yuejing Dongfang project and the Jinyedao project in Shantou. In addition, the Company had two under-construction projects, i.e. the Guangmingli project in Guangming District, Shenzhen, and the Linxinyuan project located in a place in Huizhou that is close to Shenzhen. New additions to the land bank:
□ Applicable ? Not applicable Financing channels:
? Applicable □ Not applicable
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. The Company has been granted the titles of “Socially Responsible Company” and “Honest (Quality) Company” in the real estate sector of Shenzhen for two consecutive years. IV Core Business Analysis 1. Overview In 2022, strictly following relevant laws, regulations, and the Company’s policies and adhering to the principle of being responsible for all shareholders of the Company, the Board of Directors of the Company kept improving its corporate governance capability and strictly implemented all resolutions of the Shareholders’ General Meeting, thereby operating in a standard and efficient manner. All directors of the Company earnestly performed their duties and responsibilities granted by shareholders, effectively safeguarding the legitimate rights and interests of the Company and its shareholders. A. Operating results of the Company During the Reporting Period, the Company recorded operating revenue of RMB634.3846 million, down 51.97% year on year; and a net profit attributable to shareholders of the Company as the parent of RMB153.7188 million, down 30.39% year on year. As of the end of the Reporting Period, equity attributable to shareholders of the Company as the parent stood at RMB4,004.2405 million, representing an increase of RMB65.9803 million as compared to a year ago. B. Review of Operations Management in 2022 Facing an increasingly complex external context and tougher reform and development tasks in 2022, the Company conscientiously implemented the decisions and arrangements of the State-owned Assets Supervision and Administration Commission of the People’s Government of Shenzhen Municipal (Municipal SASAC) and Shenzhen Investment Holdings Co., Ltd. (SIHC). Concurrently, all SPG employees worked in unity and stayed determined to improve operations management and advance various tasks in all respects. With all these unremitting efforts, a new chapter in the high-quality development of the Group was written. Major work progress for the Reporting Period is as follows: a. Focusing on development projects, the Company achieved new progress in the core business Project construction: By strengthening the coordination with municipally-owned enterprises, including Shenzhen General Institute of Architectural and Research Co., Ltd., Shenzhen Water Planning & Design Institute Co., Ltd., and Shenzhen Municipal Engineering Corp., the construction of the Guangmingli project progressed rapidly, with the soldier piles, engineering piles, earthmoving, and anchor cable and breast beam works having been completed and the floor underlayment and anti-floating anchors in construction. Additionally, the structures of Buildings 1 to 8 of Linxinyuan Phase I and the basements of Phase II were completed. Real estate sales: The Company strengthened project promotion through multiple channels for the purpose of customer base expansion. It also accelerated the pace of destocking. As a result, Chuanqi Donghu Mingyuan and Cuilinyuan in Shenzhen had only a few housing units left for sale. Concerning the Shantou Tianyuewan project, approximately 75% of units in Phase I and 20% in Phase II were sold. Concurrently, the units in Linxinyuan that have been sold represent approximately 3% of the total of the project. The sales area for the year totaled 20.1 thousand square meters, and the new contracted sales reached RMB165 million. Rental business: The Company took pronged measures to expand the customer source. As a result, it recorded RMB53.8703 million in rental revenue for the year. Additionally, SPG Plaza was included among the “Buildings for Shenzhen-Hong Kong Medical and Healthcare Specialty Industry”. b. Focusing on the maintenance of stable safety protection, the Company newly consolidated the safety barrier the Chairman to general employees, to sign the safe production responsibility letter, doing so to ensure that the safe production accountability system for all employees would be thoroughly implemented. To this end, the Company carried out 254 potential risk inspections throughout the year, with more than 1,000 potential risks inspected and remedied. Additionally, 52 educational and training activities on safe production were organized in the year, providing training for more than 2,800 employees. Thanks to these efforts, the line of defense for safe production was fully strengthened, with no safety incidents occurring in the Group throughout the year. Second, the Company organized and carried out work for public opinion management, complaint petition response, information publicity, cybersecurity, and confidentiality management. As a result, no material negative public opinion incidents occurred during the Reporting Period. c. Focusing on guarantee services, the Company newly maintained the corporate stability First, the Company renewed the liability insurance for directors, supervisors, and senior managers in 2022 to provide a necessary guarantee for the performance of duties by directors, supervisors, and senior managers of the Company. It purchased critical illness insurance and group accident supplementary medical insurance for employees to enhance employees’ ability to resist risks. Second, the Company completed talent introduction for ten urgent positions, further enhancing workforce development. Third, project financing was put in place. The development loan project of RMB500 million for Chuanqi Real Estate Development was completed, fully guaranteeing project development and operation. Fourth, accounts receivable management was strengthened, with RMB414 million of funds recovered in total, guaranteeing the Company’s operation. Fifth, the Company fulfilled its tax obligation by laws and regulations. It paid RMB619 million in taxes and got RMB132 million in tax rebates. Sixth, the Company upgraded its official website and OA system, effectively improving its brand image and office efficiency. d. Focusing on internal control and internal audit, the Company newly strengthened the operations management First, the Company prepared the key tasks for 2022 and decomposed business targets and key tasks. Additionally, it held work meetings every month to make unified arrangements for the completion of key tasks and supervise the implementation of these arrangements. Second, the Company proactively advanced the streamlining of its policies and procedures. It drafted and revised eight policies for safe production and human resource management, further standardizing its policy management system. Third, the Company completed the disclosure of 50 items on the procurement platform and ten public bidding invitations in strict accordance with the procurement management regulations. Fourth, the Company stepped up efforts at internal audit. It completed seven special audits and audits, respectively. Fifth, contract review was strengthened. The Company reviewed 313 contracts throughout the year, achieving a contract review rate of 100%. Concurrently, it properly dealt with 15 lawsuits. Sixth, the Company attached great importance to the budget and settlement regarding major projects. Statistically, it prepared 17 budgets and completed 21 settlement audits, and the reduction in the budget and settlement upon review reached RMB8.13 million. e. Focusing on the affiliates, the Company added new impetus to its business development First, market expansion: Zhentong Engineering recorded 43 contracted projects throughout the year, with the contract value totaling RMB140 million. Petrel Hotel successfully achieved tourism transformation, and Floors 16, 19, and 28 of Petrel Building, with a combined area of 3,600 square meters, were successfully leased out. Huazhan Construction Zhentong Engineering advanced risk control in all respects and achieved positive progress in the recovery of funds for construction projects that had been tied up and the notes receivable due. Huazhan Construction Supervision refined its risk control system and strengthened on-site supervision to improve the quality and safety of construction projects. （未完）  |