深物业B:2015年年度报告(英文版)

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

SHENZHEN PROPERTIES & RESOURCES

DEVELOPMENT (GROUP) LTD.

THE 2015 ANNUAL REPORT

2016-03

March 2016

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Section I Important Statements, Contents & Terms

The Board of Directors, the Supervisory Committee as well as the directors, supervisors and senior

management staff of Shenzhen Properties & Resources Development (Group) Ltd. (hereinafter

referred to as the “Company”) warrant that this Report is factual, accurate and complete without any

false information, misleading statements or material omissions. And they shall be jointly and

severally liable for that.

Mr. Chen Yugang, company principal, Mr. Wang Hangjun, person-in-charge of the accounting work,

and Ms. Shen Xueying, person-in-charge of the accounting organ (chief of accounting), hereby

confirm that the financial report carried in this Report is factual, accurate and complete.

All directors attended the board meeting for reviewing this Report.

The Company’s preliminary plan for profit distribution upon review and approval at the board

meeting: Based on the total shares of 595,979,092, a cash dividend of RMB0.8 (tax included) will

be distributed to all the shareholders for every 10 shares that they hold. No bonus shares will be

granted and no capital reserves will be turned into share capital.

This Report is prepared in both Chinese and English. Should there be any understanding

discrepancy between the two versions, the Chinese version shall prevail.

Major risk warning: 1. Changes in the government’s real estate and financial policies; 2. Changes in

real estate supply and demand.

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Contents

Section I Important Statements, Contents & Terms.......................................................................2

Section II Company Profile & Financial Highlights.......................................................................5

Section III Business Profile .............................................................................................................10

Section IV Discussion & Analysis by the Management ................................................................13

Section V Significant Events ...........................................................................................................25

Section VI Share Changes & Particulars about the Shareholders ..............................................35

Section VII Preference Shares ........................................................................................................45

Section VIII Directors, Supervisors, Senior Management Staff & Employees ..........................46

Section IX Corporate Governance .................................................................................................55

Section X Financial Report .............................................................................................................62

Section XI Documents Available for Reference...........................................................................220

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Terms

Term Specific meaning

Company, the Company Shenzhen Properties & Resources Development (Group) Ltd.

SIHC Shenzhen Investment Holdings Co., Ltd.

SCIHC Shenzhen Construction Investment Holdings Corporation

SIM Shenzhen Investment Management Co., Ltd.

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Section II Company Profile & Financial Highlights

I. Basic information of the Company

Stock abbr. SZPRD A, SZPRD B Stock code 000011, 200011

Stock exchange Shenzhen Stock Exchange

Company name in Chinese 深圳市物业发展(集团)股份有限公司

Abbr. of Company name in

深物业集团

Chinese

Company name in English (if

ShenZhen Properties & Resources Development(Group) Ltd.

any)

Abbr. of Company name in

SZPRD

English (if any)

Legal representative Mr. Chen Yugang

39/F and 42/F, International Trade Center, Renmin South Road, Shenzhen, Guangdong Province,

Registered address

P.R.China

Zip code 518014

39/F and 42/F, International Trade Center, Renmin South Road, Shenzhen, Guangdong Province,

Office address

P.R.China

Zip code 518014

Company website www.szwuye.com.cn

Email address 000011touzizhe@szwuye.com.cn

II. Contact information

Company Secretary Securities Affairs Representative

Name Fan Weiping

Qian Zhong, Huang Fengchun

42/F, International Trade Center, Renmin 42/F, International Trade Center, Renmin

Contact address South Road, Shenzhen, Guangdong South Road, Shenzhen, Guangdong

Province, P.R.China Province, P.R.China

Tel. 0755-82211020 0755-82211020

Fax 0755-82210610 82212043 0755-82210610 82212043

E-mail address 000011touzizhe@szwuye.com.cn 000011touzizhe@szwuye.com.cn

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

III. About information disclosure and where this Report is placed

Newspapers designated by the Company for A-share: Securities Times

information disclosure B-share: Ta Kung Pao (HK)

Internet website designated by CSRC for disclosing

www.cninfo.com.cn

this Report

Board Office, 42/F, International Trade Center, Renmin South Road,

Where this Report is placed

Shenzhen, Guangdong Province, P.R.China

IV. Changes in the registered information

Organizational code No changes

Changes in main business since listing (if

No changes

any)

Changes of controlling shareholder (if any) No changes

V. Other information

The CPAs firm hired by the Company

Name Union Power CPAs Co., Ltd. (LLP)

2~9/F, Union Power Building, 169 Donghu Road, Wuchang District, Wuhan, Hubei Province,

Office address

P.R.China

Signing accountants Wang Yu & Fan Guiming

Sponsor engaged by the Company to conduct consistent supervision during the reporting period

□ Applicable √ Inapplicable

Financial consultant engaged by the Company to conduct consistent supervision during the reporting period

□ Applicable √ Inapplicable

VI. Accounting and financial highlights

Does the Company adjust retrospectively or restate the accounting data of previous years due to changes in the accounting policy or

correction of accounting errors?

□ Yes √ No

Increase/decrease of

2015 2014 current year over last 2013

year

Operating revenues (RMB Yuan) 1,077,418,500.93 1,268,451,451.86 -15.06% 1,619,227,227.60

Net profits attributable to

shareholders of the Company 156,819,966.71 417,498,679.91 -62.44% 300,840,563.81

(RMB Yuan)

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Net profits attributable to

shareholders of the Company after

18,480,611.70 253,778,668.88 -92.72% 300,239,183.47

extraordinary gains and losses

(RMB Yuan)

Net cash flows from operating

309,767,629.66 -14,627,057.08 2,217.77% 110,424,330.10

activities (RMB Yuan)

Basic EPS (RMB Yuan/share) 0.2631 0.7005 -62.44% 0.5048

Diluted EPS (RMB Yuan/share) 0.2631 0.7005 -62.44% 0.5048

Weighted average ROE (%) 7.59% 21.82% -14.23% 18.19%

Increase/decrease of

As at 31 Dec. 2015 As at 31 Dec. 2014 current year-end than As at 31 Dec. 2013

last year-end

Total assets (RMB Yuan) 4,379,763,486.10 3,883,288,145.46 12.78% 3,873,252,714.32

Net assets attributable to

shareholders of the Company 2,099,906,766.61 2,074,242,662.07 1.24% 1,802,781,292.68

(RMB Yuan)

VII. Differences of the accounting data under the domestic and the overseas accounting

standards

1. Differences of the net profits and the net assets disclosed in the financial reports prepared under the

international and the Chinese accounting standards

√ Applicable □ Inapplicable

Unit: RMB Yuan

Net profits attributable to shareholders of the Net assets attributable to shareholders of the

Company Company

2015 2014 Closing amount Opening amount

According to Chinese

156,819,966.71 417,498,679.91 2,099,906,766.61 2,074,242,662.07

accounting standards

Items and amounts adjusted according to international accounting standards

According to international

156,819,966.71 417,498,679.91 2,099,906,766.61 2,074,242,662.07

accounting standards

2. Differences of the net profits and the net assets disclosed in the financial reports prepared under the

overseas and the Chinese accounting standards

√ Applicable □ Inapplicable

Unit: RMB Yuan

Net profits attributable to shareholders of the Net assets attributable to shareholders of the

Company Company

2015 2014 Closing amount Opening amount

According to Chinese

156,819,966.71 417,498,679.91 2,099,906,766.61 2,074,242,662.07

accounting standards

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Items and amounts adjusted according to overseas accounting standards

According to overseas

156,819,966.71 417,498,679.91 2,099,906,766.61 2,074,242,662.07

accounting standards

3. Reason for any differences in the accounting data under the domestic and the overseas accounting

standards

√ Applicable □ Inapplicable

No differences.

VIII. Financial highlights by quarter

Unit: RMB Yuan

Q1 Q2 Q3 Q4

Operating revenues 135,271,193.34 203,490,117.05 297,288,997.73 441,368,192.81

Net profits attributable to

356,364.92 30,806,466.82 15,292,968.63 110,364,166.34

shareholders of the Company

Net profits attributable to

shareholders of the Company after 254,313.28 26,692,562.91 15,154,797.52 -23,621,062.01

extraordinary gains and losses

Net cash flows from operating

-129,634,375.83 -92,274,805.10 182,346,525.43 349,330,285.16

activities

Any material differences between the financial indicators above or their summations and those which have been disclosed in

quarterly or semi-annual reports?

□ Yes √ No

IX. Extraordinary gains and losses

√ Applicable □ Inapplicable

Unit: RMB Yuan

Item 2015 2014 2013 Note

Gains/losses on disposal of non-current

assets (including offset part of asset -175,931.40 219,223,848.63 72,626.95

impairment provisions)

Government grants recognized in current

period, except for those acquired in ordinary

course of business or granted at certain 153,795.84 4,500.00

quotas or amounts according to

government’s unified standards

Assets on 14/F and

Gains/losses on contingencies irrelevant to 15/F of Longyuan

168,991,971.80

the Company’s normal business activities Chuangzhan Building

worthy of

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

RMB174,382,120.00

recognized. See (2) 2

XIV in “Section X

Financial Report” for

details.

Gains and losses on change in fair value

from tradable financial assets and tradable

financial liabilities, as well as investment

income from disposal of tradable financial

5,709,098.20

assets and tradable financial liabilities and

financial assets available for sales except for

effective hedging related with normal

businesses of the Company

Impairment provision reversal for accounts

receivable on which impairment test is 8,374,421.28 429,994.49 833,813.78

carried out separately

Non-operating income and expense other

164,576.21 -22,799,362.40 -724,421.19

than above

Other gain and loss items that meet

5,895,627.11

definition of extraordinary gain/loss

Less: Income tax effects 44,878,576.92 39,034,596.80 -419,360.80

Total 138,339,355.01 163,720,011.03 601,380.34 --

Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory

Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Extraordinary Gains and

Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item

□ Applicable √ Inapplicable

No such cases in the reporting period.

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Section III Business Profile

I. Main business during the reporting period

The Company has 12 functioning subsidiaries in total, including 4 real estate subsidiaries (Huangcheng, Dongguan, Xuzhou and

Yangzhou), 2 property management subsidiaries (International Trade Center Property Management and Huangcheng Property

Management), 2 taxi service subsidiaries (International Trade Center Car Industry and Shenxin), 2 joint ventures (Jifa and Tian’an,

with the Company holding a 50% stake in both), 1 catering subsidiary and 1 supervision subsidiary.

The main business of the Company is as follows:

(1) Real estate

Real estate is the primary business of the Company, operated by 4 of its subsidiaries with 130 employees. 5 projects (Imperial

Garden, Xinhua Town, Shengang No. 1, Langqiao International and Caitianyise) have been completed over the past few years and

the following 5 are currently ongoing:

Xuzhou Banshanyujing: Won against competition on 10 Feb. 2010, floor space 96,900 ㎡, plot ratio 0.8, total land price RMB192

million (RMB2,481/㎡ if converted into floor price).

Dongguan Songhulangyuan: Won on 15 Jul. 2010, floor space 66,900 ㎡, plot ratio 2.2, total land price RMB214 million

(RMB1,454/㎡ if converted into floor price), available for sale from the end of Jul. 2015, 428 houses sold up to Sept. 2015 (over

RMB300 million for a total area of 43,000 ㎡).

Yangzhou Hupanyujing: Won on 28 Jan. 2011, floor space 66,600 ㎡, plot ratio 1.4, total land price RMB610 million (RMB6,439/㎡

if converted into floor price), 119 houses sold so far for RMB183 million.

Shenzhen Qianhai project: Obtained in Jul. 2011 in an asset swap promised in the share reform, floor space 19,900 ㎡, plot ratio 3.2,

total land price RMB270 million (RMB4,206/㎡ if converted into floor price).

Shenzhen Golden Collar Holiday: Located at Huanggang Port, historical land, floor space 12,600 ㎡, plot ratio 10.5, total

construction area 130,000 ㎡.

The 5 ongoing projects above combined cover a floor space of 231,300 ㎡ and a total construction area of 716,100 ㎡, with the

plot-ratio-counted and available-for sale area reaching 474,700 ㎡.

(2) Property management

The Company currently has 2 property management subsidiaries, namely International Trade Center Property Management and

Huangcheng Property Management.

(3) Taxi service

The Company currently has 2 taxi service subsidiaries, namely International Trade Center Car Industry and Shenxin Taxi, holding a

total of 530 red taxi licenses.

(4) Property rental

The Company has now a total area of 86,200 ㎡ available for rental, with the letting rate up to 96%.

(5) Warehousing service

The warehousing service is mainly provided by SZPRD Jifa Warehouse Co., Ltd., a joint venture where the Company holds a 50%

stake, with the total area of the warehouses reaching 35,000 ㎡.

(6) Catering service

The total business area is 1,892 ㎡.

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

II. Significant changes in the main assets

1. Significant changes in the main assets

Main asset Reason for any significant change

Up 4.98% from opening amount, mainly because of gains on joint ventures recognized at

Equity assets

equity method

Fixed assets Up 34.12% from opening amount, mainly because of increase in renewed taxies

Intangible assets Down 7.17% from opening amount, mainly because of amortization in current period

Up 16.91% from opening amount, mainly because of increase in house payments

Monetary funds

received

Up 45.84% from opening amount, mainly because of increase in receivables from house

Accounts receivable

owners to property management subsidiaries

Down 21.59% from opening amount, mainly because of sale of these assets in current

Available-for-sale financial assets

period

Up 6.15% from opening amount, mainly because of increase in project input in current

Inventories

period

Up from opening amount, mainly because of recognition of assets on 14/F and 15/F of

Other current assets

Longyuan Chuangzhan Building

Up 10.98% from opening amount, mainly because of deferred income tax assets on

Deferred income tax assets

anticipated profit growth on pre-sale revenue of real estate subsidiaries

Down 92% from opening amount, mainly because of repayment of due short-term

Short-term borrowings

borrowings

Up 2168.61% from opening amount, mainly because of increase in house pre-sale

Accounts received in advance

revenue

Taxes and fares payable Down 17.88% from opening amount, mainly because of taxes and fares paid as required

Down 18.45% from opening amount, mainly because of transfer to non-current liabilities

Long-term borrowings

due within 1 year

2. Main assets overseas

□ Applicable √ Inapplicable

III. Core competitiveness analysis

The Company’s projects of high value in Shenzhen are now in full swing. SZPRD-Qianhai Bay Garden in Qianhai, Shenzhen has

been open since Nov. 2015 and greeted by an overwhelming response in the market. The Langqiao International project achieved a

remarkable result in sale of shops by seizing opportunities of the May Day and taking effective marketing measures such as joint

marketing in the three tiers of markets. The SZPRD-Golden Collar’s Holiday Apartment project at the Huanggang Port has

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

completed its pile foundation and is proceeding smoothly. In the year, the fast growth in the real estate market of Shenzhen

influenced its neighboring cities. The SZPRD-Songhulangyuan project in Dongguan were open as scheduled, which is ideal in its

pace of sales and anticipated economic benefits. As for the SZPRD-Hupanyujing project located in Yangzhou, Phase I has allowed

house owners to move in and the progress of its sales is satisfactory, and Phase II has completed part of the main construction and

will be open for sale in Jan. 2016. All well located, the projects of the Company in Shenzhen will see better economic benefits along

with the rapid development of the city’s real estate market, laying a solid foundation for the business expansion of the Company in

the future.

The brand value and overall strength of the Company is highly regarded in the market as ever before. In the year, the Company was

granted quite a few titles such as “The 2015 China Top 500 Real Estate Developers”, “The 2015 Shenzhen Top 10 Real Estate

Brands”, “The 2015 Guangdong Top 500 Enterprises”, “The 2015 Shenzhen Top 25 Contributors to Urban Construction” and “The

2015 Leading Real Estate Brand”.

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Section IV Discussion & Analysis by the Management

I. Summary

In 2015, with a general guideline of “Consumption Promotion and De-stocking”, China’s real estate market

showed a distinct sign of recovery due to the frequent easing policies in the supply and demand. The total area of

the sold commodity houses in the country throughout the year hit a record high, but the real estate market

continued to polarize with an obvious recovery in the first-tier cities and great de-stocking pressure on the third

and fourth-tier cities. And the market competition was increasingly fierce due to the slowing-down growth in real

estate investment, the difficulties in real estate sales in the third and fourth-tier cities, the rising land prices in the

first-tier cities, etc.

To deal with that, the Company accelerated its project construction progress, enhanced its real estate marketing

and promoted its sidelines while solidifying its main business of real estate. As a result, in 2015, the Company

achieved operating revenues of RMB1.077 billion and total profits of RMB217 million.

Despite an expectedly pessimistic macro-economy for 2016-2018, these three years are within the duration of the

government’s crucial “13th Five-Year” strategic planning. Therefore, the government is expected to unveil more

proactive fiscal and monetary policies as well as other growth-stabilizing and employment-boosting policies so as

to ensure the fulfillment of its objectives as well as the sustained and healthy development of China’s economy.

For a real estate developer amid the constant changes in the business environment, to build up products highly

recognized by consumers and effectively control costs is the key to win. Therefore, integration among enterprises

is increasing. The product types will gradually shift from residential, commercial and office real estate to

industrial, tourism, endowment real estate, etc., which are more specific. In terms of development strategies,

cross-field marketing models such as the Internet thinking and real estate financing, investment models such as

joint land acquisition and light-assets operation, and new financing models such as the property fund will continue

to infiltrate into the real estate enterprises, which should keep up with these new development trends in the sector.

The Company will beef up the construction progress of its real estate projects to meet its schedules, further

improve its capability in operation and management of real estate projects, and monitor closely the development

progress so as to ensure the fulfillment of the business objectives for its real estate projects. Meanwhile, it will

draw up market-oriented marketing plans according to the actual situations and development trends in different

cities, and follow up and analyze market responses and changes so that it can adjust its marketing strategies in

time to promote its project sales.

Meanwhile, the Company is well aware of the influence of industry changes on its operation. It will coordinate its

resources and look for more quality real estate projects in a variety of ways. In the meantime, it will also boost the

development of its sidelines of property management, house rental, taxi service, etc. for business expansion and

more profits. For example, it will carry out the “Internet + Property Management” in an orderly manner for its

property management business so that it can make a better use of the Internet, big data and technology to increase

its operating efficiency.

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

II. Main business analysis

1. Summary

See “I. Summary” in “Discussion & Analysis by the Management”.

2. Revenues and costs

(1) Breakdown of the operating revenues

Unit: RMB Yuan

2015 2014

In operating In operating +/-

Amount Amount

revenues revenues

Operating revenues 1,077,418,500.93 100% 1,268,451,451.86 100% -15.06%

By segment

Real estate

589,882,920.27 57.52% 809,260,338.23 67.02% -9.50%

development

Property

338,396,640.78 33.00% 307,136,733.64 25.44% 7.56%

management

Transport service 60,914,047.94 5.94% 62,476,507.32 5.17% 0.77%

Catering service 31,014,702.89 3.02% 24,634,302.99 2.04% 0.98%

Other 5,326,342.63 0.52% 5,937,003.71 0.49% 0.03%

By product

By area

(2) Segments, products or areas contributing over 10% of the operating revenues or profits

√ Applicable □ Inapplicable

Unit: RMB Yuan

Operating Gross profit

Operating Gross profit Operating cost:

Operating cost revenue: YoY margin: YoY

revenue margin YoY +/-%

+/-% +/-%

By segment

Real estate

515,974,918.00 234,013,337.05 54.65% -31.08% 62.79% -26.15%

development

Property

333,400,952.67 316,217,676.81 5.15% 5.15% 16.63% -1.17%

management

By product

By area

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Main business data of the previous year restated according to the changed statistical caliber for the reporting period

□ Applicable √ Inapplicable

(3) Product sales revenue higher than the service revenue

√ Yes □ No

Business segment Item Unit 2015 2014 +/-

Real estate

Sales volume ㎡ 99506.81 16801.66 492.24%

development

production volume ㎡ 456925.08 531283.08 -14.00%

Inventory volume ㎡ 204462.17 303968.98 -32.74%

Reason for any over 30% YoY movements in the data above

√ Applicable □ Inapplicable

The sold and ready-for-settlement real estate area decreased considerably from that of last year.

(4) Execution progress of major signed sales contracts in the reporting period

□ Applicable √ Inapplicable

(5) Breakdown of the operating costs

By segment

Unit: RMB Yuan

2015 2014

Segment Item +/-

Amount In operating costs Amount In operating costs

Real estate

248,862,700.87 39.43% 162,645,492.90 32.99% 86,217,207.97%

development

Property rental &

322,986,076.28 51.18% 279,143,261.38 56.62% 43,842,814.90%

management

Transport service 29,554,744.59 4.68% 30,388,793.31 6.16% -834,048.72%

Catering service 25,527,473.13 4.04% 20,202,098.26 4.10% 5,325,374.87%

Other 4,203,603.52 0.67% 5,269,572.72 1.07% -1,065,969.20%

Total 631,134,598.39 100.00% 497,649,218.57 100.00% 133,485,379.82%

Notes

Not available

(6) Changes in the consolidation scope for the reporting period

□ Yes √ No

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

(7) Major changes in the business, products or services in the reporting period

□ Applicable √ Inapplicable

(8) Main customers and suppliers

Main customers

Total sales to top 5 customers (RMB Yuan) 239,326,720.53

Ratio of total sales to top 5 customers to annual total sales

22.21%

(%)

Information about the top 5 customers

Serial No. Name of customer Sales (RMB Yuan) Proportion in annual total sales (%)

1 Individual A 63,352,439.00 5.88%

2 Individual B 55,818,509.00 5.18%

3 Huawei Technologies Co., Ltd. 42,297,614.53 3.93%

4 Alibaba (China) Co., Ltd. 39,155,270.00 3.63%

5 Individual C 38,702,888.00 3.59%

Total -- 239,326,720.53 22.21%

Other information about the main customers

□ Applicable √ Inapplicable

3. Expense

Unit: RMB Yuan

2015 2014 +/- Reason for any significant change

Sales service and agency costs

Selling expenses 41,941,165.94 26,318,080.91 59.36%

increased as marketing was enhanced

Administrative expenses 102,968,126.79 103,915,932.80 -0.91% Cost control was tightened

Financial expenses -7,514,689.31 -12,697,790.50 -40.82% Decrease in interest revenue

Income tax expenses 60,771,725.42 136,266,283.67 -55.40% Decrease in profits

4. R&D input

□ Applicable √ Inapplicable

5. Cash flows

Unit: RMB Yuan

Item 2015 2014 +/-

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Subtotal of cash inflows from

1,711,116,833.24 1,169,054,597.62 46.37%

operating activities

Subtotal of cash outflows from

1,401,349,203.58 1,183,681,654.70 18.39%

operating activities

Net cash flows from operating

309,767,629.66 -14,627,057.08 2,217.77%

activities

Subtotal of cash inflows from

8,058,358.89 238,169,791.85 -96.62%

investing activities

Subtotal of cash outflows from

38,285,548.55 13,949,481.24 174.46%

investing activities

Net cash flows from investing

-30,227,189.66 224,220,310.61 -113.48%

activities

Subtotal of cash inflows from

216,470,006.83 316,370,000.00 -31.58%

financing activities

Subtotal of cash outflows from

374,393,615.57 693,077,717.73 -45.98%

financing activities

Net cash flows from financing

-157,923,608.74 -376,707,717.73 -58.08%

activities

Net increase in cash and cash

124,374,439.09 -168,208,437.52 173.94%

equivalents

Main influence factors for any significant YoY changes in the items above

√ Applicable □ Inapplicable

① The subtotal of the cash inflows from operating activities and the net cash flows from operating activities increased from last year

mainly because of the increase in the house payments received.

② The subtotal of the cash inflows from investing activities and the net cash flows from investing activities decreased from last year

mainly because of the cash received from the disposal of the 50% stake in Tian’an Company last year.

③ The subtotal of the cash outflows from investing activities increased from last year mainly because of the increase in the renewed

taxies of the subsidiaries.

④ The subtotal of cash inflows from financing activities decreased from last year mainly because of the decreased in new

borrowings.

⑤ The subtotal of cash outflows from financing activities decreased from last year mainly because of the decreased in repaid

borrowings.

⑥ The net cash flows (net outflows) from financing activities decreased from last year mainly because of the decrease in repaid

borrowings.

⑦ The net increase in cash and cash equivalents increased from last year mainly because of the increase in the house payments

received and the decrease in repaid borrowings.

Reasons for any big difference between the net operating cash flows and the net profits in the reporting period

√ Applicable □ Inapplicable

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The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

For the reporting period, the net cash flows from operating activities stood at RMB309,767,629.66, representing a big difference with

the net profits of RMB155,619,966.71, which was mainly because the pre-sale revenue had not yet met the condition for settlement.

III. Non-core business analysis

√ Applicable □ Inapplicable

Unit: RMB Yuan

Amount In total profits (%) Source/reason Continuity

Gains on disposal of

Investment gains 7,738,371.09 3.58% available-for-sale financial No

assets

Falling price provision for

Asset impairment 91,863,939.71 42.45% SZPRD-Banshanyujing No

project

Assets on 14/F and 15/F of

Longyuan Chuangzhan

Building worthy of

Non-business

171,619,115.05 79.31% RMB169,582,120.00 No

revenue

recognized. See (1) 2 (XIV)

in “Section X Financial

Report” for details.

Non-business Losses on penalties, overdue

2,876,737.49 1.33% No

expense fines and estimated liabilities

IV. Asset and liability analysis

1. Significant changes in the asset composition

Unit: RMB Yuan

As at 31 Dec. 2015 As at 31 Dec. 2014 Proportio

In total assets In total assets n change Reason for any significant change

Amount Amount

(%) (%) (%)

945,739,975.7

Monetary funds 21.59% 808,963,376.68 20.83% 0.76% Increase in project sales revenue

7

Increase in accounts receivable by

Accounts

38,772,146.41 0.89% 26,585,132.12 0.68% 0.21% property management subsidiaries

receivable

from house owners

Closing change in proportion due to

2,466,342,278. 2,323,472,671. increased total assets, closing amount

Inventories 56.31% 59.83% -3.52%

85 20 higher than opening amount due to

increase in project development input

18

The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Investing real 237,260,788.8

5.42% 250,014,034.94 6.44% -1.02% Depreciation

estate 2

Closing change in proportion due to

Long-term equity increased total assets, closing amount

34,526,177.41 0.79% 32,888,939.41 0.85% -0.06%

investment higher than opening amount due to

increase in gains on joint ventures

Increase in renewed taxies of

Fixed assets 85,929,516.37 1.96% 64,069,233.96 1.65% 0.31%

subsidiaries

Short-term

8,000,000.00 0.18% 100,000,000.00 2.58% -2.40% Due short-term borrowings repaid

borrowings

Long-term 144,840,006.8 Long-term borrowings shifted to

3.31% 177,613,352.00 4.57% -1.26%

borrowings 3 non-current liabilities due within 1 year

Other current 174,382,120.0 Assets on 14/F and 15/F of Longyuan

3.98% 3.98%

assets 0 Chuangzhan Building recognized

Intangible assets 92,640,083.99 2.12% 99,792,587.03 2.57% -0.45% Amortization

Closing change in proportion due to

increased total assets, closing amount

Deferred income 240,335,370.5 higher than opening amount due to

5.49% 216,552,790.60 5.58% -0.09%

tax assets 1 deferred income tax assets on

anticipated profit growth on pre-sale

revenue of real estate subsidiaries

Closing change in proportion due to

increased total assets, closing amount

191,524,938.5

Accounts payable 4.37% 175,347,021.19 4.52% -0.15% higher than opening amount due to

4

increase in tentatively estimated costs

on project completion

Accounts

652,369,778.2

received in 14.90% 28,756,337.08 0.74% 14.16% Increase in real estate pre-sale revenue

0

advance

Taxes and fares 833,797,372.4 1,015,363,636.

19.04% 26.15% -7.11% Paid as required

payable 3 69

Non-current

121,243,352.0 Shift from long-term borrowings to this

liabilities due 2.77% 5,000,000.00 0.13% 2.64%

0 item as prescribed

within 1 year

2. Assets and liabilities measured at fair value

√ Applicable □ Inapplicable

Unit: RMB Yuan

Item Opening Gain/loss on Cumulative fair Impairment Purchased Sold amount in Closing

19

The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

amount fair value value changes provisions in amount in current period amount

changes in recorded into current period current period

current period equity

Financial assets

3.

Available-for-sa

3,993,000.00 6,511,297.75 0.00

le financial

assets

Subtotal of

3,993,000.00 6,511,297.75 0.00

financial assets

Total of above 3,993,000.00 6,511,297.75 0.00

Financial

0.00 0.00

liabilities

Significant changes in the measurement attributes of the main assets in the reporting period

□ Yes √ No

V. Investment analysis

1. Total investments

□ Applicable √ Inapplicable

2. Significant equity investments made in the reporting period

□ Applicable √ Inapplicable

3. Significant non-equity investments ongoing in the reporting period

□ Applicable √ Inapplicable

4. Financial investments

(1) Securities investments

√ Applicable □ Inapplicable

Unit: RMB Yuan

Gain/los Cumulat

Variety Account s on fair ive fair

Code of Name of Initial Purchas Gain/los

of ing Opening value value Sold in Closing Account Source

ed in s in

securitie securitie investm measure book changes changes current book

securitie current current

ment value in recorde period value ing title of funds

s s ent cost model period period

s current d into

period equity

Domesti Huasu 2,962,5 Fair 3,993,0 6,511,29 5,709,0 Availabl Own

000509 0.00

c/overse Holding 00.00 value 00.00 7.75 98.20 e-for-sal funds

20

The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

as stock s method e

financia

l asset

2,962,5 3,993,0 6,511,29 5,709,0

Total -- 0.00 0.00 0.00 0.00 -- --

00.00 00.00 7.75 98.20

Disclosure date of board

announcement on approval

of securities investment

Disclosure date of general

meeting announcement on

approval of securities

investment (if any)

(2) Investment in financial derivatives

□ Applicable √ Inapplicable

No such cases in the reporting period

5. Utilization of raised funds

□ Applicable √ Inapplicable

No such cases in the reporting period

VI. Sale of major assets and equity interests

1. Sale of major assets

□ Applicable √ Inapplicable

No such cases in the reporting period

2. Sale of major equity interests

□ Applicable √ Inapplicable

VII. Main controlled and joint stock companies

√ Applicable □ Inapplicable

Main subsidiaries and joint stock companies with an over 10% influence on the Company’s net profits

Unit: RMB Yuan

Relationship Main

Company Registered Operating Operating

with the business Total assets Net assets Net profits

name capital revenues profits

Company

21

The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Shenzhen

Huangcheng Sale of 30,000,000.0 1,825,192,08 862,490,105. 406,926,102. 119,599,396.

Subsidiary Real estate

Real Estate houses 0 5.34 78 62 06

Co., Ltd.

SZPRD Real

Estate Sale of 30,950,000.0 249,829,650. 65,847,877.5

Subsidiary Real estate 1,120,394.00 7,747,560.57

Development houses 0 89 1

Co., Ltd.

Shenzhen Sale of

Real estate

International houses and

and motor 29,850,000.0 364,637,646. 224,303,666. 61,227,920.0 13,015,799.1

Trade Center Subsidiary motor

transportatio 0 32 46 3 4

Car Industry transportatio

n

Co., Ltd. n

Shenzhen

International

Property Property

Trade Center 20,000,000.0 273,275,196. 87,485,021.3 361,605,690. 22,559,557.1

Subsidiary management management

Property 0 08 7 30 7

and leasing and leasing

Management

Co., Ltd.

Subsidiaries obtained or disposed in the reporting period

□ Applicable √ Inapplicable

Particulars about the main controlled and joint stock companies

VIII. Structured bodies controlled by the Company

√ Applicable □ Inapplicable

For details, see the information about the equity interests in the subsidiaries in 1, IX in Section X. Financial Report.

IX. Outlook of the Company’s future development

1. Risks faced by the Company, and countermeasures

(1) Market risks

In 2015, as the macro economy stepped into the “New Normal” period, except for the 1st line and a few 2nd tier

cities, the real estate industry in country wide was under big stock pressure. The central government took

de-stocking policies in succession in real estate market, including dropping the deposit reserve ratio and interest

rate, allowing a second child, and dropping down-payment ratio. Affected by those superimposed policies, the real

estate market obtained improvement for recovery at the end of the year. However, the development trends showed

obvious differentiation. For 1st tier cities, such as Shenzhen and Shanghai, the housing price rapidly got high and

ranked among the upper heights. But for 3rd and 4th tier cities that faced with the biggest de-stocking pressure, the

market recovery trend was not bright and clear.

The Company will continue to beef up the construction progress of its real estate projects to meet its schedules,

further improve its capability in operation and management of real estate projects, and monitor closely the

22

The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

development progress so as to ensure the fulfillment of the business objectives for its real estate projects.

Meanwhile, it will draw up market-oriented marketing plans according to the actual situations and development

trends in different cities, and follow up and analyze market responses and changes so that it can adjust its

marketing strategies in time to promote its project sales.

(2) Industry risks

As for the real estate industry that has stepped into the silver age, project sales has been the most difficult part, the

costs for developing land and other resources have increasingly gone up, the profit space has obviously shrunk,

and the market competitions has intensified. In response to such condition, the transformation and differentiation

of real estate companies will speed up. As for middle and small size real estate companies, their weakness in fund,

management, and project resources is distinct, and therefore it’s difficult for them to go into the 1st tier and 2nd tier

core cities to obtain qualified lands, which makes them faced with the unprecedented pressure from profitability

and sustainability of development. Some companies will positively develop health and finance businesses while

building up the main businesses. However, some other companies have no choice but to exit the market. The real

estate companies are faced with the test of re-building competitive edges.

The Company is well aware of the influence of industry changes on its operation. While effectively carrying out

lean management in its real estate development, it will also coordinate its resources and look for more quality real

estate projects in a variety of ways. In the meantime, it will also boost the development of its sidelines of property

management, house rental, taxi service, etc. for business expansion and more profits. For example, it will carry

out the “Internet + Property Management” in an orderly manner for its property management business so that it

can make a better use of the Internet, big data and technology to increase its operating efficiency.

2. Main work plans for 2016

(1) The Company will pay close attention to project engineering nodes to make sure the project progress run on

schedule

The Company will sustainably strengthen and improve operation management capability for real estate projects,

and pay close attention to project engineering nodes to make sure the project progress run on schedule. The

Company will make its best efforts to make the SZPRD-Banshanyujing (Xuzhou) (1st phase) completed, recorded,

and lived at the end of December, make the indoor and outdoor decoration completed and the outer wall unloaded

for SZPRD-Hupanyujing (Yangzhou) (2nd Phase) before the end of December, make the SZPRD-Songhulangyuan

(Dongguan) completed and recorded before the end of December, make the SZPRD-Qianhai Bay project lived

before the end of December, and make the basement body capped, as well as make the body structure of podium

building come into construction for the SZPRD-Golden Collar Holiday project.

(2) The Company will adjust marketing strategies in due time, and positively broaden sales channels

The Company will closely get familiar with the marketing situation, adjust marketing strategies in due time,

positively broaden sales channels, optimize current marketing methods, seek for the appropriate occasions to

create hot sales points, give full play to internet marketing strategies, enlarge the resource of the internet customer

group, and at the same time, continue to make qualified products, and put more emphasis on product display. The

Company will earnestly research on excellent marketing strategies and schemes in the market, learn from the

marvelous points, try new marketing ways while combining the feature of our own products, so that the contract

sales volume of RMB1.7 billion can be realized.

(3) The Company will orderly carry forward the application of “Internet + Property” in practice, so as to seek for

new profit growth factor

With the continuous development of informatization technology and the change of life-style of clients, the

property and property management has come into a new developing period of datamation, facilitation, and

multi-functionalization. The upgrade of means and tools of mobile internet is bringing new opportunities for

23

The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

property management.

The Company will take advantage of current client resources to make win-win cooperation by introducing

technology and the operation party, upgrade the property management way and method in quality and efficiency

by applying the mobile internet technology, and improve clients’ satisfaction by providing clients with qualified

service in better way, improving client experience and perception, and accordingly improving the image of

property management. While firming businesses, the Company will also intensify client stickiness, fully dig out

client value, enlarge client service edges, and explore new value space for property management.

X. Visits paid to the Company for purposes of research, communication, interview, etc.

1. In the reporting period

√ Applicable □ Inapplicable

Date Way of visit Type of visitor Main inquiry information

2015-01-15 By phone Individual About sales

2015-03-04 By phone Individual About disclosure date of annual report

About implementation schedule of profit

2015-05-07 By phone Individual

distribution

2015-07-09 By phone Individual About opening date of Dongguan project

About opening plan for Qianhai Bay

2015-10-15 By phone Individual

project

2015-12-25 By phone Individual About sales of Qianhai project, etc.

Times of visit 200

Number of visiting institutions 0

Number of visiting individuals 200

Number of other visiting entities 0

Significant undisclosed information disclosed,

No

revealed or leaked

24

The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Section V Significant Events

I. Profit distribution to the common shareholders & increase of the share capital from the

capital reserves

Formulation, execution or adjustments of the profit distribution policy for the common shareholders, especially the cash dividend

policy, in the reporting period

□ Applicable √ Inapplicable

Profit distribution plans (or preliminary plans) for the common shareholders and plans (or preliminary plans) for turning capital

reserves into share capital for the recent three years (including the reporting period)

Year Plan for profit distribution and turning capital reserves into share capital

2015 A cash dividend of RMB0.80 (tax included) for every 10 shares and share

capital increase from capital reserves

2014 A cash dividend of RMB2.20 (tax included) for every 10 shares and share

capital increase from capital reserves

2013 A cash dividend of RMB2.50 (tax included) for every 10 shares and share

capital increase from capital reserves

Cash dividends distributed to the common shareholders in the recent three years (including the reporting period)

Unit: RMB Yuan

Net profits Proportion in net

attributable to profits attributable

Ratio of cash

Cash dividend (tax shareholders of the to shareholders of Cash dividend in

Year dividend in other

included) Company in the Company in other forms

forms

consolidated consolidated

statements statements (%)

2015 47,678,327.36 156,819,966.71 30.64% 0.00 0.00%

2014 131,115,400.24 417,498,679.91 31.40% 0.00 0.00%

2013 148,994,773.00 300,840,563.81 49.53% 0.00 0.00%

The Company made profits in the reporting period and the profits distributable to the common shareholders of the Company was

positive, but it did not put forward a preliminary plan for cash dividend distribution:

□ Applicable √ Inapplicable

II. Preliminary plan for profit distribution and turning capital reserves into share capital for

the reporting period

√ Applicable □ Inapplicable

Bonus shares for every 10 shares (share) 0

Dividend for every 10 shares (RMB Yuan) (tax

0.8

included)

Increased shares for every 10 shares (share) 0

Total shares as basis for preliminary distribution 595,979,092

plan (share)

Total cash dividends (RMB Yuan) (tax included) 47,678,327.36

Distributable profits (RMB Yuan) 1,233,358,112.55

Percentage of cash dividends in total distributed 100.00%

profits (%)

About cash dividends

25

The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

If the Company is in a mature development stage and has no plans for any significant expenditure, in profit allocation, the ratio of

cash dividends in the profit allocation shall be 80% or above.

Details about preliminary plan for profit distribution and turning capital reserves into share capital

According to the Company’s Articles of Association as well as the actual situation of its development and operation, the

preliminary plan of the Company for 2015 annual profit distribution is as follows: Based on the total 595,979,092 shares of the

Company as at 31 Dec. 2015, a cash dividend of RMB0.80 (tax included) will be distributed to all its shareholders for every 10

shares they hold, with the total cash dividends to be distributed amounting to RMB47,678,327.36. And the retained profits will be

carried over for distribution in the future. No capital reserves will be turned into share capital for 2015.

III. Fulfillment of commitments

1. Commitments of the Company, its shareholders, actual controller, acquirer, directors, supervisors,

senior management staff or other related parties fulfilled in the reporting period or ongoing at the

period-end

□Applicable √ Inapplicable

No such cases in the reporting period.

2. Where there had been an earnings forecast for an asset or project and the reporting period was still

within the forecast period, explain why the forecast has been reached for the reporting period.

□Applicable √ Inapplicable

IV. Occupation of the Company’s funds for non-operating purposes by the controlling

shareholder or its related parties

□ Applicable √ Inapplicable

No such cases in the reporting period.

V. Explanations given by the Board of Directors, the Supervisory Committee and the

independent directors (if any) regarding the “non-standard auditor’s report” issued by the

CPAs firm for the reporting period

□ Applicable √ Inapplicable

VI. YoY changes in the accounting policy, estimation and methods

□ Applicable √ Inapplicable

No such cases in the reporting period.

VII. Retrospective restatement due to correction of material accounting errors in the

reporting period

□ Applicable √ Inapplicable

No such cases in the reporting period.

VIII. YoY changes in the consolidation scope

□ Applicable √ Inapplicable

No such cases in the reporting period.

26

The 2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

IX. Particulars about engagement and disengagement of CPAs firm

CPAs firm engaged at present

Name of the domestic the CPAs firm Union Power CPAs Co., Ltd. (LLP)

Fee for the domestic the CPAs firm (RMB Ten

52

thousand)

Consecutive years of the audit services provided by

13

the domestic CPAs firm

Names of the certified public accountants from the

Wang Yu, Fan Guiming

CPAs firm

CPAs firm changed?

□ Yes √ No

Any CPAs firm, financial accountant or sponsor engaged for the audit of internal control:

√ Applicable □ Inapplicable

In the reporting period, the Company engaged Union Power CPAs Co., Ltd. (LLP) for its internal control audit and paid an internal

control audit fee of RMB230,000 to it for the year.

X. Possibility of listing suspension and termination after disclosure of this annual report

□ Applicable √ Inapplicable

XI. Bankruptcy and reorganization

□Applicable √ Inapplicable

There was no such situation of the Company during the reporting period.

XII. Significant lawsuit or arbitration

□Applicable √ Inapplicable

There was no such situation of the Company during the reporting period.

XIII. Punishment and rectification

□Applicable √ Inapplicable

There was no such situation of the Company during the reporting period.

XIV. Honesty situations of the Company, its controlling shareholders and actual controller

□ Applicable √ Inapplicable

XV. List of the execution of the stock incentive plan, ESOP, or other Staff incentives

□ Applicable √ Inapplicable

No such cases in the reporting period.

27

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

XVI. Significant related-party transactions

1. Related-party transactions relevant to routine operation

□ Applicable √ Inapplicable

No such cases in the reporting period.

2. Related-party transactions regarding purchase and sales of assets

□ Applicable √ Inapplicable

No such cases in the reporting period.

3. Related-party transactions common external investment

□ Applicable √ Inapplicable

No such cases in the reporting period.

4. Credits and liabilities with related parties

√ Applicable □ Inapplicable

Whether was any contract related to the non-operating credits and liabilities with related parties?

√ Yes □ No

Creditors’ rights receivable of the related parties

Newly

Recovered

increased Interests of

amount of

Whether Opening amount of the Closing

the

there was balance the reporting balance

Related Relationshi reporting Interests

Reason non-operati (RMB Ten reporting period (RMB Ten

party p period rate

ng funds Thousand period (RMB Ten Thousand

(RMB Ten

occupation Yuan) (RMB Ten Thousand Yuan)

Thousand

Thousand Yuan)

Yuan)

Yuan)

Anhui 30%

Business

Nanpeng equities

circulating No 733 805

Papermakin held by the

funds

g Co., Ltd. Company

Shenzhen

Wufang 26%

Business

Pottery & equities

circulating No 175 175

Porcelain held by the

funds

Industrial Company

Co., Ltd.

28

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Shenzhen

Internationa

38.33%

l Trade Business

equities

Center circulating No 235 0

held by the

Industrial funds

Company

Developme

nt Co., Ltd.

Controlled

by the

Shenzhen parent Intercourse

No 91 91

Guesthouse company of funds

the

Company

Controlled

Shenzhen

by the

Investment

parent Intercourse

Property No 13 13 0

company of funds

Developme

the

nt Co., Ltd.

Company

Influences of the related

Were all within the risks control of the Company and not influenced the operating results and the

creditors’ rights on the

financial conditions. The changes of Anhui Nanpeng Papermaking Co., Ltd. during the reporting period

operating results and the

were due to the translation of the foreign currency exchange rate with Shenzhen International Trade

financial conditions of

Center Industrial Development Co., Ltd. due to the written-off and the roll out.

the Company

Creditors’ rights payable of the related parties

Newly

Returned

increased Interests of

Opening amount of Closing

amount of the reporting

balance the reporting balance

the reporting period (RMB

Related party Relationship Reason (RMB Ten period (RMB Interests rate (RMB Ten

period (RMB Ten

Thousand Ten Thousand

Ten Thousand

Yuan) Thousand Yuan)

Thousand Yuan)

Yuan)

Yuan)

Shenzhen Jifa

Intercourse

Warehouse Joint venture 2,630 2,630

funds

Co., Ltd.

Shenzhen

Tian’an Intercourse

Joint venture 411 110 521

International funds

Building

29

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Property

Management

Co., Ltd.

Influences of the related

liabilities on the operating Were all within the risks control of the Company and not influenced the operating results and the

results and the financial financial conditions.

conditions of the Company

5. Other significant related-party transactions

□ Applicable √ Inapplicable

No such cases in the reporting period.

XVII. Significant contracts and their execution

1. Trusteeship, contracting and leasing

(1) Trusteeship

□ Applicable √ Inapplicable

No such cases in the reporting period.

(2) Contract

□ Applicable √ Inapplicable

No such cases in the reporting period.

(3) Lease

□ Applicable √ Inapplicable

No such cases in the reporting period.

2. Significant guarantees

√ Applicable □ Inapplicable

(1) Guarantees provided by the Company

Unit: RMB Ten Thousand Yuan

Guarantees provided by the Company and its subsidiaries for external parties (excluding those for subsidiaries)

Disclosure Amount for Actual Actual Type of Period of Executed Guarante

Guaranteed party

date of guarantee occurrence date guarantee guarantee guarantee or not e for a

30

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

relevant (date of amount related

announcem agreement) party or

ent on the not

guarantee

amount

Total actual occurred

Total external guarantee line

amount of external

approved during the reporting 0 0

guarantee during the

period (A1)

reporting period (A2)

Total external guarantee line that Total actual external

has been approved at the end of the 0 guarantee balance at the end 0

reporting period (A3) of the reporting period (A4)

Guarantees provided by the Company for its subsidiaries

Disclosure

date of Guarante

Actual

relevant Actual e for a

Amount for occurrence date Type of Period of Executed

Guaranteed party announcem guarantee related

guarantee (date of guarantee guarantee or not

ent on the amount party or

agreement)

guarantee not

amount

Dongguan

International Trade

Joint liability

Center Changsheng 21 Apr.

44,000 11 Jan. 2013 12,924 guarantee; 3 years No Yes

Real Estate 2012

pledge

Development Co.,

Ltd.

Shenzhen Properties

& Resources 24 Apr. Joint liability

45,000 20 Jun. 2014 14,484 3 years No Yes

Development (Group) 2013 guarantee

Ltd.

Total actual occurred

Total guarantee line approved for

amount of guarantee for the

the subsidiaries during the 15,000 13,647

subsidiaries during the

reporting period (B1)

reporting period (B2)

Total actual guarantee

Total guarantee line that has been

balance for the subsidiaries

approved for the subsidiaries at the 209,000 27,408

at the end of the reporting

end of the reporting period (B3)

period (B4)

Guarantees provided by the subsidiaries for its subsidiaries

Disclosure Amount for Actual Actual Type of Period of Executed Guarante

Guaranteed party

date of guarantee occurrence date guarantee guarantee guarantee or not e for a

31

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

relevant (date of amount related

announcem agreement) party or

ent on the not

guarantee

amount

Total actual occurred

Total guarantee line approved for

amount of guarantee for the

the subsidiaries during the 0 0

subsidiaries during the

reporting period (C1)

reporting period (C2)

Total actual guarantee

Total guarantee line that has been

balance for the subsidiaries

approved for the subsidiaries at the 0 0

at the end of the reporting

end of the reporting period (C3)

period (C4)

Total guarantee amount provided by the Company (total of the above-mentioned three kinds of guarantees)

Total actual occurred

Total guarantee line approved

amount of guarantee during

during the reporting period 15,000 13,647

the reporting period

(A1+B1+C1)

(A2+B2+C2)

Total guarantee line that has been Total actual guarantee

approved at the end of the balance at the end of the

209,000 27,408

reporting period reporting period

(A3+B3+C3) (A4+B4+C4)

Proportion of total guarantee amount (A4+B4+C4) to the net

13.06%

assets of the Company

Of which:

Amount of guarantee for shareholders, actual controller and

0

related parties (D)

Amount of debt guarantee provided for the guaranteed party

whose asset-liability ratio is not less than 70% directly or 12,924

indirectly (E)

Part of the amount of the total guarantee over 50% of net assets

0

(F)

Total amount of the above three guarantees (D+E+F) 12,924

The external security of the Company was of RMB274.08

million, of which: the guarantee that the Company provided for

the subsidiaries was of 129.24 million, the guarantee that the

Explanation on the occurred warranty liability or possible bearing

subsidiaries provided for the parent company was of

joint responsibility of liquidation due to immature guarantee (if

RMB144.87 million and the Company and the subsidiaries did

any)

not provide any guarantee for any company except for the

consolidated statement and up to the period-end, the operation

of the subsidiaries is normal with the loans in the normal state

32

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

that of which the risks are in controllable scope.

Explanation on provision of guarantees for external parties in

N/A

violation of the prescribed procedure (if any)

Explanation on particulars about the guarantees by complex ways

(2) Illegal external guarantee

□ Applicable √ Inapplicable

No such cases in the reporting period.

3. Cash assets management entrustment

(1) Wealth management entrustment

□ Applicable √ Inapplicable

No such cases in the reporting period.

(2) Entrustment loans

□ Applicable √ Inapplicable

No such cases in the reporting period.

4 Other significant contracts

□ Applicable √ Inapplicable

No such cases in the reporting period.

XVIII. Other significant events

□ Applicable √ Inapplicable

No such cases in the reporting period.

XIX. Significant events of subsidiaries

□ Applicable √ Inapplicable

XX. Social responsibilities

√ Applicable □ Inapplicable

I. Actively help and care those with difficulties

The Party Committee of Shenzhen Properties & Resources Development (Group) Ltd. carried out the 10th donation themed “Together

with State-owned Enterprises to Help and Care the Needed”, namely, “Care for Sanitation Workers”. There were 1112 Party

members and staff present and raised 24310.50 of funds in total. The Committee decided to transfer 5,000 of the donation to the

33

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

account of Shenzhen Project Care Foundation for sanitation workers, and the other to “Help Poverty Fund” of the Group for helping

staff with difficulties only. SX Company under the Group also distributed 23,000 from its Driver Subsidies to help the disabled

drivers due to traffic accidents. Shenzhen International Trade Center Car Industry Co., Ltd. under the Group distributed 36,000 from

its Driver Subsidies and Labor Union to help the drivers with serious diseases and families of drivers lost due to diseases. During

holidays, the Group visited 7 staff with difficulties, 6 suffering from critical diseases including cancer and uremia. Besides, Shenzhen

International Trade Center Car Industry Co., Ltd. and SX Company also visited 910 and 270 taxi drivers respectively. SX Company

even took special care for 4 taxi drivers with difficulties.

II. Vigorously be engaged in public welfare

(I) Passionately carry out blood donation

International Trade Center Management Office and Fumin Xincun Management Office of International Trade Center Property

Management Co., Ltd. under the Group, together with Huangcheng Property Company and Shenzhen International Trade Center Car

Industry Co., Ltd. carried out 5 times of blood donation by Party members, their staff, taxi drivers and community residents through

various themes including Party Member Plan and Memorial for the Chinese People’s War of Resistance against Japanese Aggression

throughout the year, with 213 successfully donating 75,700ml blood in total.

(II) Provide free ride service for patients around hospitals and students for National College Entrance Examination

1. On 5 Mar., Shenzhen International Trade Center Car Industry Co., Ltd. launched a series of activities named “Learn from Lei Feng

to Show Your Love”. Its Caring Driver Team provided free ride for patients and their families around Shenzhen First People’s

Hospital and The University of Hong Kong – Shenzhen Hospital, reaching more than 200 in that day.

2. On 7 and 8 Jun., the Caring Driver Team of Shenzhen International Trade Center Car Industry Co., Ltd. and SX Company

respectively assigned 60 and 25 cars to offer free ride for more than 300 students attending National College Entrance Examination

in Shenzhen No.2 Experimental School and Shenzhen Hongling Middle School.

(III) Energetically organize volunteers to offer handy service for the public

1. The Group energetically organized volunteers to offer handy services, including providing information, guidance and check, at

Luohu Coach Station and Futian Coach Station on Spring Festival, Tomb-sweeping Day and Labor’s Day.

2. The Group also organized volunteers to provide services, like guidance and logistics, to attendants in several large-scale activities,

such as the Conference on International Exchange of Professionals and International Maker Week.

(IX) Volunteer in environmental protection

The Group organized all staff to launch a voluntary donation of the used clothing titled “Green Pioneer”. In this activity, the

volunteers sorted out and packed such clothing over 2200 pieces that were all donated to environmental protection organ for donation

and recycling.

Does the listed company or its subsidiaries belong to the heavily polluting industries stipulated by the environmental protection

authorities of the country?

□ Yes √ No □ Inapplicable

XXI. Corporation bonds

Whether existing corporation bonds public issued and listed in Stock Exchange and maturity or maturity but not fully paid on the

approval report date of annual report

No

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Section VI. Share Changes & Particulars about the Shareholders

I. Changes in shares

1. Changes in shares

Unit: share

Before the change Increase/decrease (+, -) After the change

Capitaliza

New tion of

Number Proportio Bonus Number Proportio

shares public Other Subtotal

of shares n shares of shares n

issued reserve

fund

Reasons for changes in shares

□ Applicable √ Inapplicable

Approval of share changes

□ Applicable √ Inapplicable

Transfer of share ownership

□ Applicable √ Inapplicable

Effects of changes in shares on the basic EPS, diluted EPS, net assets per share attributable to common shareholders of the Company

and other financial indexes over the last year and the last reporting period

□ Applicable √ Inapplicable

Other contents that the Company considers necessary or is required by the securities regulatory authorities to disclose

□ Applicable √ Inapplicable

2. Changes in restricted shares

□ Applicable √ Inapplicable

II. Issuance and listing of securities

1. Issuance of securities (excluding preferred stock) in reporting period

□ Applicable √ Inapplicable

2. Explanation on changes in share capital & the structure of shareholders, the structure of assets and

liabilities

□ Applicable √ Inapplicable

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

3. Existent shares held by internal staffs of the Company

□ Applicable √ Inapplicable

III. Particulars about the shareholders and actual controller

1. Total number of shareholders and their shareholding

Unit: share

Total number of

preferred

stockholder with

Total number of Total number of

vote right

Total number shareholders on preferred

restored on the

of shareholders the 30th trading stockholder with

38,372 43,573 0 30th trading day 0

at the reporting day before the vote right restored

before the

period disclosure date of (if any) (see notes

disclosure date of

the annual report 8)

the annual report

(if any) (see

notes 8)

Shareholding of shareholders holding more than 5% shares

Number Increase Number Number Pledged or frozen shares

of and of shares of shares

Holding sharehold decrease held held not

Name of Nature of

percentag ing at the of shares subject to subject to

shareholder shareholders Status of shares Amount

e end of the during trading trading

reporting reporting moratoriu moratoriu

period period m m

Shenzhen

Construction

State-owned 323,796,3 293,997,3 29,798,95

Investment 54.33%

corporation 24 70 4

Holdings

Corporation

Shenzhen

Investment State-owned 56,582,57 56,582,57

9.49%

Management corporation 3 3

Corporation

Shenzhen

Duty-Free Domestic

Commodity non-state-owned 0.29% 1,730,300 1,730,300

Enterprises Co., corporation

Ltd.

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Domestic

Zhou Yuling 0.26% 1,589,398

individual

Domestic

Zhang Jiao 0.25% 1,436,600

individual

Domestic

Mai Furong 0.23% 1,356,200

individual

Overseas

Yang Yaochu 0.20% 1,115,460

individual

Domestic

Chen Liying 0.18% 1,076,051

individual

Domestic

Wei Chunling 0.15% 924,000

individual

Domestic

Huang Qianwen 0.15% 900,000

individual

Explanation on associated relationship The first and second principal shareholders of the Company are managed by Shenzhen

or/and persons acting in concert Investment Holding Corporation, the actual controlling shareholder of the Company. And

among the above-mentioned the Company does not know whether there are related parties or acting-in-concert parties

shareholders: among the other 8 shareholders.

Particulars about shares held by the top ten non-restricted share holders

Number of non-restricted shares held at the Type of shares

Name of shareholder

period-end Type of shares Number

Shenzhen Construction Investment RMB ordinary

29,798,954 29,798,954

Holdings Corporation shares

RMB ordinary

Zhou Yuling 1,589,398 1,589,398

shares

RMB ordinary

Zhang Jiao 1,436,600 1,436,600

shares

Domestically

Mai Furong 1,356,200 listed foreign 1,356,200

shares

Domestically

Yang Yaochu 1,115,460 listed foreign 1,115,460

shares

Domestically

Chen Liying 1,076,051 listed foreign 1,076,051

shares

RMB ordinary

Wei Chunling 924,000 924,000

shares

Huang Qianwen 900,000 RMB ordinary 900,000

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

shares

Domestically

Cao Yifan 821,811 listed foreign 821,811

shares

BEIJING FENGDAN INVESTMENT RMB ordinary

720,000 720,000

CO., LTD. shares

Explanation on associated relationship

or/and persons acting in concert The first principal shareholder of the Company is managed by Shenzhen Investment

among the top ten tradable Holding Corporation, the actual controlling shareholder of the Company. Other than that,

shareholders and between the top ten the Company does not know whether there are related parties or acting-in-concert parties

tradable shareholders and the top ten among the other 9 shareholders.

shareholders

Did any of the top 10 common shareholder or the top 10 non-restricted common shareholders of the Company conduct any

promissory repo during the reporting period?

□ Yea √ No

No such cases in the reporting period.

2. Particulars about the controlling shareholder

Nature of controlling shareholder: local state-owned holding

Type of controlling shareholder: corporation

Name of controlling Legal representative

Date of establishment Organization code Business scope

shareholder / company principal

To execute the investment,

operating and management

of the state-owned equities

of the wholly-owned,

controlling and

stock-participating

enterprises through the

methods such as the

restructuring integration,

Shenzhen Investment

Xiong Peijin 13 Oct. 2004 914403007675664218 capital operation and assets

Holdings Corporation

disposal; to engage in the

property development and

operation business within

the scale of legally acquire

the land use right; to

execute the policy-based

and strategic investment

according to the

requirements of the

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

SASAC; to provide the

guarantee of the municipal

state-owned enterprises;

other business developed

with the authority from the

Municipal State-owned

Assets Supervision and

Administration

Commission.

Major wholly-owned or controlled enterprises: 1. Guosen Securities Co., Ltd. 2. Shenzhen Century

Science and Technology Investment Co., Ltd. (SIHC) 3. Shenzhen Urban Construction Investment

& Development (Group) Co., Ltd 4. Shenzhen Special Economic Zone Real Estate & Propertiest

(Group) Co., Ltd 5. Shenzhen High-Tech Investment & Guaranty Co., Ltd. (HTI) 6. Shenzhen

Properties & Resources Development (Group) Ltd. (SZPRD) 7. Shenzhen Tongchan Group Co.,

Ltd. 8. Shenzhen Small & Medium Enterprises Credit Financing Guarantee Group Co., Ltd.

(SZCGC) 9. Shenzhen Shenfubao (Group) Co., Ltd. 10. Shenzhen Yue Tong Construction

Engineering Co., Ltd. 11. Shenzhen Textile (Holdings) Co., Ltd. 12. Shenzhen Jian (Group) Co.,

Ltd. 13. Shenzhen Shentou Education Co., Ltd. 14. Shenzhen Investment Holdings Co., Ltd. 15.

Shenzhen General Institute of Architectural Design And Research Co., Ltd. (SADI) 16. Shenzhen

Convention & Exhibition Center Management Co., Ltd. (SZCEC) 17. China Academy of Science &

Technology Development (AST) 18. Shenzhen Silver Lake Resort Hotel Limited 19. Shenzhen

International Tendering Co., Ltd. 20. Shenzhen Institute of Building Research Co., Ltd. 21.

Shenzhen Shentou Property Management Ltd. 22. Shenzhen Information Pipeline Co., Ltd. 23.

Shenzhen Environmental Engineering Science and Technology Center (EETC) 24. The Orchid

Shareholdings of the

Conservation & Research Center of Shenzhen 25. Shenzhen 51emap Information Co., Ltd. 26.

controlling shareholders in

Shenzhen Foreign Trade and Economic Investment Co., Ltd. 27. Shenzhen Yunhai Villa Hotel

other listed companies at

Management Ltd. 28. Shenzhen Investment Holdings Co., Ltd Preschool Management Center 29.

home and abroad in the

Li Yuan Hotel Shenzhen 30. SZ Youth 31. Shenzhen Mangrove 32. Shenzhen Port Management

reporting period

Service Center 33. Shenzhen Transportation Service Center 34. Shenzhen Comprehensive

Transportation Design Institute 35. Shenzhen Highway Traffic Engineering Inspection & Test

Center 36. Shenzhen Cantonese Opera Troupe 37. Shenzhen Grand Theater 38. Shenzhen Concert

Hall 40. Shenzhen Road & Bridge Construction Group Co., Ltd. 41. Wuzhou Guest House

Shenzhen 42. Shenzhen Sports Center Operating Co., Ltd. 43. Shenzhen Sports Fashion Magazine

44. Special Zone Economy 45. Special Zone Literature 46. Shenzhen Talent Exchange Service

Center 47. Shenzhen Municipal People's Congress Cadre Training Center 48. Shenzhen Justice

Training Center 49. PPSZ Investigative Techniques Training Base 50. Shenzhen Water Resources

Planning & Design Institute 51. Shenzhen Real Estate Management Training Center 52. Housing &

Real Estate 53. Shenzhen Shanshui Hotel 54. Shenzhen Urban Transport Planning Center 55.

Shenzhen Hazardous Waste Treatment Station 56. Shenzhen Guesthouse 57. Manger 58. China

Opening Journal 59. Shenzhen Local Taxation Bureau Dongpeng Printing Plant 60. Shenzhen

Foreign Economy & Trade Service Center (FETSC) 61. IT Times 62. Women Magazine 63.

Shenzhen Women & Children Development Center 64. Housing and Construction Bureau of

Shenzhen Municipality Training Center

Change of the controlling shareholder in the reporting period

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

□ Applicable √ Inapplicable

No such cases in the reporting period.

3. Particulars about the actual controller

Nature of actual controller: local state-owned assets management institutions

Type of actual controller: corporation

Legal

representative / Date of

Name of actual controller Organization code Business scope

company establishment

principal

(I) Implementing and practicing

state, provincial and municipal

laws and regulations related to

management on state-owned

assets, drafting local laws,

regulations, and policies about

management on state-owned

assets, and organizing

implementation activities upon

approvals. Intending to draft

supervision systems and

methods about operational

state-owned assets, and

organizing implementation

activities.

Shenzhen Municipal

(II) On the basis of authorization

State-owned Assets Supervision Gao Zimin N/A

from municipal government,

and Administration Commission

fulfilling duties of investors

according to laws and

regulations, and protecting the

rights and interests of investors

for state-owned assets according

to laws

(III) Taking charge of

Party-building work for

enterprises in its supervision and

organs entrusted

(IV) Undertaking the

supervision over state-owned

assets of municipal enterprises,

strengthening management on

state-owned assets, further

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

perfecting the management

mechanism for state-owned

assets with the unification of

power, obligation, and duties, as

well as the combination of

managing assets, people, and

affairs

(V) Being responsible for

hedging and appreciation of the

value of state-owned assets of

enterprises in its supervision,

establishing and perfecting the

index system for hedging and

appreciation of the value of

state-owned assets, setting out

assessment standards,

supervising on hedging and

appreciation of the value of

state-owned assets of enterprises

in its supervision by statistics,

audit, and check, and urging

enterprises in its supervision to

fulfill social duties

(VI) In charge of researching

and preparing the general

planning for transformation and

development of state-owned

enterprise in its supervision,

guiding and boosting

transformation and

re-organization of state-owned

enterprises, prompting the

construction of modern

enterprise system, carrying

forward operation of

state-owned capital, pushing the

strategic adjustment on

state-owned economy layout and

structure, and making

state-owned capital play the role

in significant industries and key

fields including national

security, national economy

lifeline, etc.

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

(VII) Directing and propelling

enterprises in its supervision to

perfect company governance

structure, intensifying

construction of Board and

Supervision Committees of

enterprises in its supervision,

and forming the governance

mechanism with specific duties,

coordinating operation, and

effective counterbalance

(VIII) Assuming the

management work of income

distribution for enterprises in its

supervision, and standardizing

the income distribution and

position-related consumption

over people in charge of

enterprises in its supervision

(IX) In line with rules of

municipal Party committee,

appointing and dismissing,

appraising, as well as, in

accordance with business

performance, rewarding and

punishing people in charge of

enterprises in its supervision by

applying legal procedures,

establishing the mechanism of

selecting and choosing

candidates meeting the

requirements of socialist market

economy system and modern

enterprise system, and perfecting

the incentive and control system

for operators

(X) Being responsible for

appointing or recommending

board directors, supervisors,

CFOs to enterprises in its

supervision, and auditing on

economic duties of people in

charge of enterprises in its

supervision according to rules

42

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

about management authorization

to people in charge of

enterprises

(XI) In charge of preparing the

draft of budgets and final

accounts of annual state-owned

capital of enterprises in its

supervision, including it to the

government budget system,

organizing the execution upon

approvals, and collecting

earnings of state-owned capital

handed in by enterprises in its

supervision

(XII) In charge of strategy

research, policy formulation,

and guidance for transformation,

development, and asset

management related to

collectively-owned enterprises

(XIII) Assuming other

assignments assigned by

municipal government and

superior departments

List of the equities of the other

domestic and overseas listed

Listed companies such as the Shenzhen Airport, YTP, Shenzhen Energy, Shenzhen Zhenye,

companies controlled during the

Shenzhen Tagen, Agricultural Products and SDGI.

reporting period by the actual

controller

Change of the actual controller during the reporting period

□ Applicable √ Inapplicable

The actual controller did not change during the reporting period

The ownership and controlling relationship between the actual controller of the Company and the Company is detailed as follows

43

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

The actual controller controlled the Company by entrustment or other assets management methods

□ Applicable √ Inapplicable

4. Other institutional shareholders owning over 10% shares

□ Applicable √ Inapplicable

5. Particulars about restriction of reducing holding-shares of controlling shareholders, actual controller,

restructuring parties and other commitment entities

□ Applicable √ Inapplicable

44

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Section VII. Preference Shares

□ Applicable √ Inapplicable

No such cases in the reporting period.

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Section VIII. Directors, Supervisors, Senior Management Staff &

Employees

I. Changes in shares held by directors, supervisors and senior executives

Amount Amount

Amount

Shares of shares of shares Other

of shares

held at increased decreased increase/d

Office Tenure Ending held at

Name Sex Age Start date the at the at the ecrease

title status date the

year-begi reporting reporting changes

period-en

n (share) period period (shares)

d (share)

(share) (share)

Chen Board 30 Jun.

Current Male 59 0 0 0 0 0

Yugang Chairman 2006

Director, 15 Jul.

Wei Zhi Current Male 59 0 0 0 0 0

GM 2008

Director,

Chairman

Liu 22 Dec.

of the Current Male 58 0 0 0 0 0

Guangxin 2007

Labor

Union

Gong Director, 1 Jun.

Current Male 48 0 0 0 0 0

Sixin CFO 2011

1 Dec.

Wen Li Director Current Female 47 0 0 0 0 0

2007

Guo 30 Jun.

Director Current Male 43 0 0 0 0 0

Liwei 2006

Independ

22 Oct.

Li Jianxin ent Current Male 62 0 0 0 0 0

2014

Director

Independ

Liu 22 Oct.

ent Current Male 54 0 0 0 0 0

Ninghua 2014

Director

Independ

22 Oct.

Zhang Qi ent Current Male 38 0 0 0 0 0

2014

Director

Chairman

Dai 3 Jun.

of the Current Male 54 0 0 0 0 0

Xianhua 2011

Superviso

46

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

ry

Committe

e

Zhang Superviso 22 Oct.

Current Male 41 0 0 0 0 0

Manhua r 2014

Wang Superviso 3 Jun.

Current Female 54 0 0 0 0 0

Xiuyan r 2011

Wang Superviso 3 Jun.

Current Female 46 0 0 0 0 0

Qiuping r 2011

Superviso

r,

Manager

Wang 3 Jun.

of Cost Current Female 41 0 0 0 0 0

Qiuping 2011

Control

Departme

nt

Superviso

Zhang 22 Oct.

r, Audit Current Male 50 0 0 0 0 0

Gejian 2007

Manager

Vice GM,

Person-in

Wang 22 Oct. 8 Dec.

-charge of Current Male 50 0 0 0 0 0

Hangjun 2007 2015

Financial

Affairs

8 Feb.

Li Zipeng Vice GM Current Male 51 0 0 0 0 0

2012

Total -- -- -- -- -- -- 0 0 0 0 0

II. Particulars about changes of Directors, Supervisors and Senior Executives

Name Office title Type Date Reason

Li Zipeng Vice GM Former 8 Dec. 2015 Initiatively resigned

III. Resumes of important personnel

Main working experience of current directors, supervisors and senior management staff

Work experience of current directors, supervisors and senior executives over the recent five years

Members of the Board of Directors:

Mr. Chen Yugang, was born in Sep. 1957, Postgraduate degree, is senior Political Worker. He gains rich

experience in government administrative management and enterprise management over 20 years. He held some

important posts in many municipal departments. He served as GM and Secretary of the CPC in Shenzhen Shenhua

47

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Group Company. Also, he served as GM and Vice Secretary of the CPC in Shenzhen Xianke Enterprise Group,

and Deputy General Manager of Shenzhen Investment Holdings Co., Ltd. From May 2006, he has served as

Secretary of CPC in the Company. And in June 2006, he was elected as Chairman of the Board of the Company.

Now he acts as Secretary of CPC and Chairman of the Board in the Company.

Mr. Wei Zhi, was born in Nov. 1957, Bachelor Degree, holds the title of interpretation. He gains rich experience

in enterprise management for over 20 years. He ever worked in Shenzhen International Engineering Co., Ltd. as

Deputy Manager of Overseas Department, in Shenzhen Zhongshen Overseas Development Company as Manage

of Labor Affairs Department and Deputy General Manager, in China Shenzhen International Cooperation (Group)

Co., Ltd. in Hong Kong Liyuan Company as Director and General Manager; in Shenzhen Construction Investment

Holdings Corporation as Deputy Manager of Overseas Department, in Shenzhen Construction Investment

Holdings Corporation as Deputy Manager of Contract Department, in Shenzhen Tonge (Group) Co., Ltd. as

Assistant General Manager and Deputy General Manager, in Tonge Real Estates Development Company as

Chairman of the Board and General Manager. Since October 2007, he took the posts of the Vice Secretary of CPC

and Standing Deputy General Manager in the Company. Since 20 Dec. 2007, he held the posts of Director, Vice

Secretary of CPC and GM of the Company. Since 15 Jul. 2008 to present, he acts as Vice Secretary of CPC,

Director and GM of the Company.

Mr. Liu Guangxin, was born in May 1958, College Diploma, is an Economist. He gains experience in enterprise

management over 10 years. Since May 1989, he held a job in the Company as Director of the Office in Properties

Engineering Development Company, General Manager of International Trade Center Industrial Development

Company, General Manager of International Trade Center Food Company, Deputy Director and Director of the

GM Office of the Company, as well as Manager of Operation and Management Department of the Company.

Since October 2007, he took the posts of Vice Secretary of CPC and Secretary of Discipline Inspection Committee

in the Company. Since November 2007, he was appointed as Chairman of the Labor Union of the Company. Now

he acts as Vice Secretary of CPC, Director, Secretary of Discipline Inspection Committee as well as Chairman of

Labor Union in the Company.

Mr. Gong Sixin, was born in Feb. 1968, Master of Economics, Senior Accountant. He has profound experiences

in financial accounting management. He ever took posts of CFO of Shandong Weigao Medical Polymer Company

Limited, of CFO of Shenzhen 3Nod Technology Co., Ltd. as well as CFO of Shenzhen Jiehe Technology Co., Ltd.

Since Sep. 2010, he kept acting as CFO of the Company. Since June 2011, he is acting as director and CFO of the

Company.

Ms. Wen Li, born in Dec. 1969, Postgraduate Degree, Master Degree, is an Economist as well as Engineer. She

gains experience in enterprise management over 10 years. She ever worked in Shenzhen Fantasia Investment

Development as Assistant of Standing Deputy General Manger, Manager of Project Department, as well as

Manager of Market Planning Department. Since July 2005, she worked in Shenzhen Investment Holdings Co., Ltd.

She was ever appointed as Deputy Department Director of Investment Department of Shenzhen Investment

Holdings Co., Ltd. Now she acts as Vice Director of Management Center of Construction Project of Shenzhen

Investment Holdings Co., Ltd., Director of the Company.

Mr. Guo Liwei, was born in Apr. 1973, Postgraduate Degree, is a master of Law. He once successively held the

posts in General Department of Ping An Insurance (Group) Company of China as legal consultant, and Shenzhen

Investment Management Corporation as Business Manager of Legal Affairs Department. Since October 2004, he

worked in Shenzhen Investment Holdings Co., Ltd as Deputy GM of Legal Affairs Department. He now acts as

Manager of the First Enterprise Management Department in Shenzhen Investment Holdings Co., Ltd. and Director

of the Company.

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Independent Directors:

Mr. Li Jianxin, was born in Sep. 1954, University Degree, member of Communist Party of China. He graduated

from Zhongnan University of Economics and Law in 1978; Once held the post in Wuhan Bureau of Statistics;

Engaged in the scientific research in Hubei Academy of Social Sciences, Institute of Economics in 1980; Acted as

Deputy Director of Hubei Academy of Social Sciences, Institute of Agricultural Economics in 1988; Acted as

Standing Deputy Director, Associate Professor and Postgraduate Tutor in 1992; Transferred into Shenzhen

Newrand Securities Investment Consulting Co., Ltd. and acted as Marketing Manager in 1995; Transferred into

Shenzhen Academy of Social Sciences in 1996, and had served successively as Deputy Director, Director,

Associate Professor in Institute of Economics. He acted as Independent Director of Shenzhen Kondarl (Group)

Co., Ltd. from 2001 to 2006; Acted as Independent Director of Shenzhen Tagen Group Co., Ltd. from 2003 to

2009; Acted as Independent Director of Shenzhen Kondarl (Group) Co., Ltd. from 2009 to present. He recently

acted as Chairman and Associate Professor in Shenzhen Academy of Social Sciences, Center of Open Economics,

and the Independent Director of the Company.

Mr. Liu Ninghua, born in Jun. 1962, bachelor’s degree, engineer, communist. He was once the Shenzhen

Investment Banking Vice GM and then GM in China Orient Trust Investment Co., Ltd. And he has been working

in the Law Compliance Department in China Galaxy Securities Co., Ltd. since Aug. 2013.

Mr. Zhang Qi, born in Jan. 1978, graduated from the Accounting Faculty in Zhongnan University of Economics

and Law, professor, doctor, doctoral supervisor, superintendent of a governmental accounting institution, deputy

head of the accounting department, China’s leading talent in accounting honored by the Ministry of Finance,

registered accountant in China, Hubei New Century High Level Engineering Talent (level 2), correspondence

commentator in the National Natural Science Foundation of China, anonymous checker in the

Research> Magazine, vice chairman of the Government and NPO Accounting Specialized Committee in the

Accounting Society of China, director in the National Budget and Accounting Research Institute of China,

consultant expert in the Government Accounting Standards Committee under the Ministry of Finance, deputy head

of the accounting department and associate professor in Zhongnan University of Economics and Law from 2009

to 2012, and doctor and doctoral supervisor in that university and superintendent of a governmental accounting

institution from 2012 till now.

Members of the Supervisory Committee:

Mr. Dai Xianhua, was born in April 1962, doctor degree, Party member of CPC. He gains adequate work

experience of over 20 years. He worked as a lecturer in School of Business and Economy of Zhongnan University

of Economics and Law from 1986 to 1989. He took posts of editor of department of theory and review, assistant

director, vice director in Shenzhen Economic Daily from 1992 to 1997; worked in Shenzhen State Assets

Administration Committee (hereinafter referred as “Shenzhen SAC”) as Vice Section Chief of Assets Department,

and Assets Management Department, Vice Director, investigator of Office, and investigator of Appraisal and

Distribution Department from 1997 to 2011. Now he is Chairman of the Supervisory Committee of the Company.

Ms. Wang Xiuyan, was born in Aug. 1962, MBA degree, is an accountant. From May 1997 to Sep. 2004, she

worked in Shenzhen Investment Management Corporation, once acted as secretary of the Supervisory Committee

Office, Business Manager of Audit Department, Director of Women’s Labor Union, Senior Business Manager of

Audit Department and Supervision Department; from Oct. 2004 to Dec. 2007, she acted as manager of

Supervision and Inspection Department in Shenzhen Investment Holding Co., Ltd.; from Dec. 2007 to present, she

is manager of Audit Department (the Supervisory Committee Office) in Shenzhen Investment Holding Co., Ltd.

Currently, she is the Deputy Head of the Audit & Risk Management Department (Office of the Supervisory

Committee) in Shenzhen Investment Holding Co., Ltd. as well as a supervisor of the Company.

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Mr. Zhang Manhua, born in Feb. 1975, master’s degree, studied and taught in Central South University from

1992 to 2004; Business Manager, Senior Manager in the Investment Center of Konka Group and concurrently

worked as the Company Secretary for Shenzhen Jvlong Optoelectronic Co., Ltd. from 2004 to 2010; Vice

Investment Manager and Investment Manager in Shenchao Technological Investment Co., Ltd. from 2010 to 2013;

and Senior Supervisor in the Enterprise Department I in Shenzhen Investment Holding Co., Ltd. since 2013.

Ms. Wang Qiuping, was born in Jan. 1970, Bachelor degree, is a senior economist. Since 1992, she worked for

the Company, she ever took post in GM office, Plan and Finance Department and Operation and Management

Department for comprehensive operation and management as well as planning and management. Now she is

Supervisor, Manager of Development and Management Department of the Company.

Mr. Zhang Gejian, was born in September 1975, Bachelor Degree, is an Accountant as well as Auditor. He was

engaged in internal auditing work in Audit Department of the Company since July 1997. Now he acts as

Supervisor of the Company and concurrently Manager of Audit Department.

Senior executives:

Mr. Wang Hangjun, was born in Nov. 1966, graduated from Zhongnan University of Economics with a master

degree of economy. He is a senior auditor and has over 20 years corporate management experience. He ever took

post of Deputy Chief of Audit Bureau of Nanshan District, Shenzhen; of Vice Minister, Minister of Audit

Department of Shenzhen Investment and Management Company; of Vice Minister, Minister of Supervision

Department of Shenzhen Investment and Management Company; of Minister of Audit and Inspection Department

of Shenzhen Investment Holding Co., Ltd. He has been Deputy GM of the Company since Oct. 2007.

Mr. Fan Weiping, born in Apr. 1965, graduated from Southwest University of Political Science & Law in 1988,

postgraduate degree. He used to work in Shenhua Group successively as the Chief of the Legal Affairs Section in

the Supervisory and Audit Department; the Vice Manager and Manager of the Legal Affairs Department; the GM

Assistant; and the Chief Legal Adviser. Since Jan. 2009, he has become the Company Secretary and the Chief

Legal Adviser for the Company. And he has been a Vice GM, the Company Secretary and the Chief Legal Adviser

for the Company since Feb. 2012.

Post-holding in shareholder units

√ Applicable □ Inapplicable

Name of the

Position in

person holding Receives payment

the Beginning date Ending date of

any post in any Name of the shareholder unit from the shareholder

shareholder of office term office term

shareholder unit?

unit

unit

Chief of the

Wen Li Shenzhen Investment Holdings Co., Ltd. Enterprise 1 Jul. 2005 Yes

Department I

Deputy Head

of the

Property

Ownership

Guo Liwei Shenzhen Investment Holdings Co., Ltd. 1 Oct. 2004 Yes

Management

& Legal

Affairs

Department

50

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Deputy Head

of the Audit

& Risk

Management

Wang Xiuyan Shenzhen Investment Holdings Co., Ltd. 1 Oct. 2004 Yes

Department

(Office of the

Supervisory

Committee)

Senior

Supervisor of

Zhang Manhua Shenzhen Investment Holdings Co., Ltd. 1 Mar. 2013 Yes

the Enterprise

Department I

Particulars about employers in other companies

√ Applicable □ Inapplicable

Whether receiving

Name of Posts held in Beginning date Ending date of subsidies and

Name of other companies

employers other of office term office term remuneration in

companies other companies

Research

Li Jianxin Shenzhen Academy of Social Sciences 1 Jan. 1996 Yes

scholar

Law

Liu Ninghua China Galaxy Securities Co., Ltd. Compliance 1 Aug. 2013 Yes

Department

Professor,

Zhongnan University of Economics and

Zhang Qi doctoral 1 Jan. 2012 Yes

Law

supervisor

Particulars about the Company's current directors, supervisors and senior executives ‘punishments from Securities Regulatory

Institution of recent three years in reporting period

□ Applicable √ Inapplicable

IV. Remuneration for directors, supervisors and senior management

Decision-making procedure, determining basis and actual payment for the remuneration of directors, supervisors and senior

management

During the reporting period, the board and the management of the Company signed statement of operation

objectives responsibility for 2015, conducted appraisal system integrating operation indicators, classification

indicators with management objectives. After the end of the reporting period, assessment was implemented by the

board. Remuneration of senior executives, according to “Management Method of Annual salary System of

Directors, Supervisors and Senior Executives”, adopted annual salary system, and need to be implemented after

assessment of the board.

Remuneration of directors, supervisors, senior executives during the reporting period

Unit: RMB Ten Thousand Yuan

51

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Whether gained

Total before-tax

remuneration

remuneration

Name Position Gender Age Current/former from the related

gained from the

parties of the

Company

Company

Chairman of the

Chen Yugang Male 59 Current 76.28

Board

Director, General

Wei Zhi Male 59 Current 73.67

Manager

Director,

Liu Guangxin Chairman of Male 58 Current 70.8

Labor Union

Gong Sixin Director, CFO Male 48 Current 41.88

Wen Li Director Female 47 Current 0 Yes

Guo Liwei Director Male 43 Current 0 Yes

Independent

Lian Jianxin Male 62 Current 8

Director

Independent

Liu Ninghua Male 54 Current 8

director

Independent

Zhang Qi Male 38 Current 8

director

Chairman of the

Dai Xianhua Supervisory Male 54 Current 42.88

Committee

Zhang Manhua Supervisor Male 54 Current 0 Yes

Wang Xiuyan Supervisor Female 41 Current 0 Yes

Supervisor,

Manager of

Wang Qiuping Development Female 46 Current 25.72

Management

Department

Supervisor,

Manager of Cost

Zhang Gejian Male 41 Current 36.55

Control

Department

Vice GM,

Financial

Wang Hangjun Male 50 Current 70.8

Employee in

Charge

52

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Li Zipeng Vice GM Male 50 Former 65.23

Vice GM,

Fan Weiping Company Male 51 Current 70.8

Secretary

Total -- -- -- -- 598.61 --

Particulars about equity incentive granted to directors, supervisors, senior executives during the reporting period

□ Applicable √ Inapplicable

V. About employees

1. Number of the employees, component difference and educational background

Number of the serving employees of the parent company

69

(person)

Number of the serving employees of the major subsidiaries

2,750

(person)

Total number of the serving employees (person) 2,819

Total number of the employees receiving the salary of the

2,819

reporting period (person)

Number of the left and retired employees that the parent

company and the major subsidiaries should undertake the 269

expenses (person)

Component difference

Category Number (person)

Production personnel 1,864

Sales personnel 187

Technical personnel 470

Financial personnel 115

Administrative personnel 183

Total 2,819

Educational background

Category Number (person)

Doctor 2

Master 37

Bachelor 261

College 393

Technical secondary school 738

53

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

High school and below 1,388

Total 2,819

2. Remuneration policy

As required by corporate development strategy, based on actual situation to insist the internal industrialization and the marketization

among the industry of the remuneration principles of the Group and our Company adopts a differentiated management on different

industries to satisfy market demands by appropriately increasing the remuneration distance to better attract and retain talents. In HQ

and real estate enterprises, position type management idea is introduced, with all positions divided into Leader Group, Management

Group, Professional Group, Business Group and Service Group at different remuneration levels. Meanwhile, the remuneration for

professional technicians and that for medium-level management are kept overlapped. In this way, remuneration and career

development are provided at the same time. To some extent, the remuneration is a little bit favorable for professionals in real estate

development industry. With regard to other enterprises under the Company group, market reference is applied, but the key is to

appropriately adjust remuneration for key positions or some positions with lower remuneration than market level.

3. Training plan

In 2016, as required by the Company’s business development and based on training investigation, and in order to enrich employees’

knowledge, business ability and skills, enhance team spirit, satisfy the Company’s sustainable development demand, and achieve a

mutual development of the Company and employees, the Company will enhance training on real estate professional course, and

overall qualities and business knowledge, specifically including the courses such as the whole process chessboard resuming of the

real estate projects and construction of the operating and developing mode, construction and application of the structure of thinking,

outdoor development team and the employee ability quality promotion. Such training will cover internal and external training as well,

with trainees covering all employees and training time running through the whole year.

4. Labor outsourcing

□ Applicable √ Inapplicable

54

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Section IX. Corporate Governance

I. Particulars about corporate governance

During the reporting period, in accordance with the requirement of the Company Law, Securities Law, Code of

Corporate Governance for Listed Companies in China and Stock Listing Rules of Shenzhen Stock Exchange as

well as relevant laws and statutes of CSRC, the Company continuously regulated and perfected corporate

governance structure, established and perfected internal management and control system and investigated in

management activities of the Company, which promoted the Company’s standard management level.

As to the end of the reporting period, the internal control system of the Company is complete, accomplished and

defined that in accordance with Company Law, Articles of Association and other laws and regulations as well as

requirements of regulatory documents. The convene of Shareholders’ General Meeting, the Board of Directors and

Supervisory Committee are strictly in accordance with relevant rules and regulations, all directors and supervisors

earnestly and diligently commit their responsibilities. Corporate structure of the Company is complete and the

operation of the Company is standardized.

With the goal of constructing a standard management structure, the Company has established related regulations

on Shareholders’ Meeting, Board of Directors and Board of Supervisors, to ensure effective rights to

decision-making, execution and supervision respectively.

The Shareholders’ Meeting shall have the highest right to review and make decision on major issues, including the

Company’s business idea, investment plan, major trading items, capital changes, appointment and dismissal of

directors and supervisors, within the legal scope as defined by laws, regulations and rules like the Company Law

and Articles of Corporation. The Company has established and strictly followed various regulations, including

Rules of Procedure of Shareholders’ Meeting, to ensure all shareholders’ rights.

The Board of Directors has the right to business decision-making, responsible for the establishment and effective

execution of the Company’s internal control as well. Besides, it further sets up four special committees, namely,

Strategic Development & Investment Committee, Remuneration and Assessment Committee, Audit Committee

and Nomination Committee, to improve its operating efficiency based on corresponding work rules.

The Board of Supervisors acts as a supervising organ for the Company. It checks the Company’s finance, and

supervises all jobs of the Company’s directors and senior management. Also, it is responsible for and reports to the

Shareholders’ Meeting.

The business management have the right to execution. They are appointed by the Board of Directors, and

responsible for daily running of business management and internal control.

Based on the principle of science, simplicity and efficiency, the Company has established such functional

departments as Office for Board of Directors, General Manager’s Office, Cost Control Department, Planning

Design Department, Human Resources Department, Development Management Department, Financial

Management Department, Audit Department (Office for Board of Supervisors), Law and Risk Control Department,

Lease Center, and Party Work Office. These departments perform their specific functions and carry out work in

accordance with regulations on internal control, to ensure the Company’s healthy running.

The Company always pays attention to standardize the management for inside information, such as promulgating

the Management Rules for Insiders, making clear about the contents of inside information, making the scope of

insiders and accountability system for inside dealings. After reporting and submitting non-published information to

the controlling shareholders, the Company all registered the relevant information of insiders and then submitted to

securities regulatory authorities, as well as strictly controlled the transmission scope of inside information, further

strengthened the security work of inside information. Upon Self-inspection, during the reporting period, there were

55

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

no particulars about insiders took advantages of inside information to purchase or sell shares of the Company

before the disclosure of major sensitive information that shall have an impact on the share price of the Company,

nor any investigation and punishment as well as rectification from the regulatory authority. From now on, the

Company will continuously strengthen to learn relevant rules and laws, scrupulously execute the Management

Rules for Insider Information and Insiders, standardize the corporate governance of the Company, do well the work

of preventing inside dealings.

Whether it exists any difference between the corporate governance and the Company Law and relevant rules of

CSRC or not?

□ Yes √ No

There is no difference between the corporate governance and the Company Law and relevant rules of CSRC.

II. Particulars about the Company’s separation from the controlling shareholder

in respect of business, personnel, assets, organization and financial affairs

The Company was independent from the controlling shareholder in business, personnel, assets, organization and

finance to realize that independent personnel, independent finance, complete assets, independent organization and

independent business.

1. In aspect of business: The Company was independent from the controlling shareholder with independent and

complete business and independent operation capability. There was no business which was same or competitive

with the controlling shareholder.

2. In aspect of personnel: The Company was complete independent from the controlling shareholder in terms of

labor and personnel, management on remuneration. All Senior Executives drew the remuneration from the

Company, and none held a post concurrently in shareholders’ company. Personnel of the Company are

independent, all ones signed labor contract with the Company. The Company was independent from the

shareholders or other related parties in personnel management, social security, salary etc.

3. In aspect of asset: The Company’s assets were complete and independent, the property relationship was clear.

There was no capital occupation by controlling shareholder, and assets of the Company were completely

independent from controlling shareholder.

4. In aspect of organization: The Company’s organization was independent, and the Company implemented rules

and regulations as well as responsibilities for all departments, formed independent responsibilities and rights,

scientific and rational internal control system. Independence of the Company on operation and management is free

from impact from controlling shareholders and other subordinated units. There were no controlling shareholders

intervene organization of the Company. 5. In aspect of finance: The Company’s finance was independent with

independent finance department. The Company established the independent finance settling system and financial

management system, had its own finance account and paid the tax in line with laws, run finance decision-making

independently.

The controlling shareholder of the Company performed normatively with no conduct that intervened with the

operation decision-making and operation activities directly or indirectly over the shareholders’ general meeting,

however, the controlling shareholder could influence on the significant decision-making through the shares

holding.

56

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

III. Horizontal competition

□ Applicable √ Inapplicable

IV. Particulars about the annual shareholders’ general meeting and special

shareholders’ general meetings held during the reporting period

1. Particulars about the shareholders’ general meeting in reporting period

Proportion of

Index to the

Session Type investors' Convening date Disclosure date

disclosed

participation

Announcement on

the Resolution of the

2015-13-2014

st

2015 1 Annual Annual General Annual General

63.84% 30 Apr. 2015 1 May 2015

General Meeting Meeting Meeting,

www.cninfo.com.cn,

Securities News, Ta

Kung Pao

2. Special Shareholders’ General Meeting applied by the preferred stockholder with

restitution of voting right

□ Applicable √ Inapplicable

V. Performance of the Independent Directors

1. Particulars about the independent directors attending the board sessions and the

shareholders’ general meetings

Particulars about the independent directors attending the board sessions

Sessions required Attendance by Non-attendance

to attend during Attendance in way of Entrusted in person for two

Independent director Absence rate

the reporting person telecommunicati presence (times) consecutive

period on times

Li Jianxin 6 1 5 0 0 No

Liu Ninghua 6 1 5 0 0 No

Zhang Qi 6 1 5 0 0 No

General meetings sat in on by

1

independent directors

Note to non-attendance in person for two consecutive times

57

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

2. Particulars about independent directors proposing objection on relevant events

Whether independent directors propose objection on relevant events or not?

□ Yes √ No

During the reporting period, no independent directors proposed any objection on relevant events of the Company.

3. Other explanations about the duty performance of independent directors

Whether advices to the Company from independent directors were adopted or not

√ Yes □ No

Explanation on the advices of independent directors for the Company being adopted or not adopted

With attitude of credibility and diligence to the Company and all shareholders, independent

directors was diligent and responsible, reviewed all resolutions, and in line with their professional

knowledge and capability, made independent, objective and fair judgment away from influence

from the Company and principal shareholders of the Company. Also, independent directors

expressed independent, objective and fair opinion on relevant events, which made practical efforts

to safeguard interests of the Company and minority shareholders.

VI. Duty performance of special committee affiliated to the Board during the

reporting period

The four special committees under the board—the Strategic Development and Investment

Committee, the Nomination Committee, the Remuneration and Appraisal Committee and the

Audit Committee—according to “Governance Principle of listed Company”, “Articles of

Association”, “and Rules of Procedure of the Board of Directors” and implementation rules of

special committee, earnestly performed their duties.

1. Duty performance of strategic development and investment committee

During the reporting period, strategic development and investment committee paid attention to

authorization of the board to project development and financing, kept good contact with the

management and had a good knowledge of matters within their power.

2. Duty performance of remuneration and assessment committee

During the reporting period, remuneration and assessment committee earnestly performed their

duties, kept good contact with the management and conducted several communication with the

management for relevant matters.

3. Duty performance of audit committee

During the reporting period, audit committee held on-the-spot working conference twice, listened

to report of Union Power CPAs on audit work, deliberate preliminary audit opinion issued by

58

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Union Power CPAs and proposed their opinions about 2014 Financial Statement of the Company.

VII. Particulars about the work of the supervisory committee

Whether there existed risks in the Company according to supervision of the supervisory committee during the

reporting period

□ Yes √ No

The supervisory committee raised no objection to matters under the supervision during the reporting period.

VIII. Assessment and incentive mechanisms for senior executives

Within the reporting period, the annual operating target plan 2015 was went forth to the

management team by the Board of Directors, of which the Company adopted appraisal method by

the score combination of operation index, category index and administrative goal. At the end of

the fiscal year, the Board of Directors examined the final score. For senior executives of the

Company, the Company adopted annual salary system in accordance with Management Measure

for Annual Salary System of Directors, Supervisors and Senior Executives, which shall be

implemented after the Board of Directors completing fiscal examination.

IX. Internal Control

1. Particulars about significant defects found in the internal control during reporting period

□ Yes √ No

2. Self-appraisal report on internal control

Disclosure date of the Self-appraisal

31 Mar. 2016

Report on Internal Control

Disclosure index of the Self-appraisal

http://www.cninfo.com.cn

Report on Internal Control

The proportion of total assets included in

evaluation scope entities in the

99.00%

Company's total assets of the consolidated

financial statements

The proportion of operation revenue

included in evaluation scope entities in

100.00%

the Company's operation revenue of the

consolidated financial statements

Defect judging standards

59

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Category Financial Report Non-Financial Report

If the following situation occurred, could

Indications of the great defect of the

be recognized as the great defect and

financial report were including: (1) to

other situation should be recognized as

execute the misstatement correction of the

the significant defect or the general

great defect occurred on the reported and

defect respectively according to the

disclosed financial report by the Company;

influenced degree: (1) the

(2) the audit institution discovered the

decision-making of the significant events

current financial report had great defect

of the Company lacked of the collective

while the internal control of the Company

democratic decision-making process or

didn’t found out during the operating

the collective democratic

process; (3) the supervision of the

decision-making process was not

Company’s Audit and Risk Committee and

normative; (2) the decision-making of

the internal audit department on the internal

the Company was not scientific or the

control was invalid; (4) there was significant

decision-making occurred serious

corrupt practice among the Directors,

mistakes; (3) the operating or the

Supervisors or Senior Management;

decision-making seriously violated the

indications of the significant defect of the

national laws and regulations; (4) the

financial report were including: (1) didn’t

Qualitative criteria Company occurred serious

abide by the universally acknowledged

environmental pollution or other events

accounting standard to choose and apply the

seriously effected the social public

accounting policies; (2) had not built up the

interests; (5) the media frequently

anti-fraud process and the control measures;

occurred the significant negative news;

(3) had not built up the corresponding

(6) lacked of the important business

control mechanism or had not executed the

management system or the

corresponding compensating control for the

systematicness of the system operation

accounting treatment which was

was invalid; (7) the constantly outflow of

unconventional or with special transaction;

the key management personnel and

(4) the control during the process of the

technical personnel of the Company; (8)

financial report at the period-end existed one

the great or significant internal control

or multiple defects that could not guarantee

defect of the Company could not be

the compile of the financial report reach the

timely modified; (9) the Company

goal of being real and complete. General

constantly or plentifully occurred the

defect: refers to the other control defect

significant internal control defects; (10)

except for the above great defect and

other situation may lead the Company to

significant defect.

seriously deviate from the control target.

Great defect: potential misstatement of the The Company compared the magnitude

operating income≥1 % of the operating of the direct property losses amount with

income of the consolidated statements of the the net assets amount of the last fiscal

Quantitative criteria current year, potential misstatement of the year to confirm the quantitative criteria

total assets amount≥0.25% of the total of the internal control as the follows:

amount of the consolidated statements of the great defect: amount of the direct

current year; significant defect: 0.75% of the property losses≥0.5% of the net assets

60

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

operating income of the consolidated amount of the last fiscal year; significant

statements of the current defect: 0.4% of the net assets amount of

year≤misstatement<1 % of the operating the last fiscal year≤losses amount<0.5%

income of the consolidated statements of the of the net assets amount of the last fiscal

current year; 0.2% of the total amount of the year; general defect: losses

consolidated statements of the current amount<0.4% of the net assets amount of

year≤misstatement<0.25 of the total amount the last fiscal year

of the consolidated statements of the current

year; general defect: misstatement of the

operating income<0.75% of the operating

income of the consolidated statements of the

current year, misstatement of the total assets

amount<0.2 of the total assets amount of the

consolidated statements of the current year

Number of significant defects of financial

0

report (Piece)

Number of significant defects of non-

0

financial report (Piece)

Number of important defects of financial

0

report (Piece)

Number of important defects of

0

non-financial report (Piece)

X. Audit report on internal control

√ Applicable □ Inapplicable

Audit opinion paragraphs in the Audit Report on Internal Control

We believe that, Shenzhen Properties & Resources Development (Group) Ltd. maintained efficient internal control of financial

reports in all significant aspects according to “Basic Standards of Corporate Internal Control” and relevant regulations.

Particulars about Audit Report on

Disclosure

Internal Control

Disclosure date of the Audit Report

31 Mar. 2016

on Internal Control

Disclosure index of the Audit

http://www.cninfo.com.cn

Report on Internal Control

Type of Audit Report on Internal

Unqualified auditor’s report

Control

Whether there is significant defect

No

in non-financial report

Whether the CPAs firm issues an Audit Report on Internal Control with non-standard opinion or not?

□ Yes √ No

61

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Whether the Audit Report on Internal Control from the CPAs firm is in consistent with the Self-appraisal Report

from the Board or not?

√ Yes □ No

Section X. Financial Report

I. Auditor’s Report

Type of audit opinions Standard unqualified audit opinion

Signing date of audit report 30 Mar. 2016

Name of audit institution Union Power Certified Public Accountants Co., Ltd.

Document No. of the auditor’s report ZHSZ (2016) No. 010878

Name of CPA Wang Yu, Fan Guiming

Text of the auditor’s report

TO THE SHAREHOLDERS OF SHENZHEN PROPERTIES & RESOURCES

DEVELOPMENT (GROUP) LTD.:

We have audited the accompanying financial statements of Shenzhen Properties & Resources

Development (Group) Ltd. (hereinafter referred to as “Company” or “the Company”), which

comprise the balance sheet and the consolidated balance sheet as at 31 Dec. 2015, the income

statement and the consolidated income statement, the statement of change in equity and the

consolidated statement of change in equity, the cash flow statement and the consolidated cash flow

statement for the year then ended, and a summary of significant accounting policies and other

explanatory notes.

I. Management's responsibility for the financial statements

The management of the Company is responsible for the preparation of these financial statements

and fair presentation. These responsibilities include: (1) preparing financial statements according

to the Accounting Standards for Business Enterprises and make them a fair presentation; and (2)

designing, implementing and maintaining internal control relevant to the preparation of financial

statements that are free from material misstatement, whether due to fraud or error.

II. Auditor's responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We

conducted our audit in accordance with China’s Independent Auditing Standards. Those Standards

require that we comply with relevant ethical requirements and plan and perform the audit to obtain

reasonable assurance as to whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial statements. The audit procedures selected depend on our judgment,

including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, we consider internal control relevant to the

entity’s preparation and fair presentation of the financial statements in order to design audit

62

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

procedures that are appropriate in the circumstances. An audit also includes evaluating the

appropriateness of accounting principles used and the reasonableness of accounting estimates

made by the management, as well as evaluating the overall presentation of the financial

statements.

We believe that the audit evidences we have obtained are sufficient and effective, providing a

reasonable basis for our opinion.

III. Opinion

In our opinion, the financial statements comply with Accounting Standards for Business

Enterprises in all material aspects, and present fairly the consolidated and the Company’s financial

positions as of 31 Dec. 2015 and their operating results and cash flows for the year then ended.

II. Financial statements

Monetary unit of notes to financial statements: RMB Yuan

1. Consolidated balance sheet

Prepared by Shenzhen Properties & Resources Development (Group) Ltd.

31 Dec. 2015

Unit: RMB Yuan

Item 31 Dec. 2015 31 Dec. 2014

Current Assets:

Monetary funds 945,739,975.77 808,963,376.68

Settlement reserves

Intra-group lendings

Financial assets measured at fair

value of which changes are recorded in

current profits and losses

Derivative financial assets

Notes receivable

Accounts receivable 38,772,146.41 26,585,132.12

Accounts paid in advance 28,415,733.43 25,989,832.24

Premiums receivable

Reinsurance premiums receivable

Receivable reinsurance contract

reserves

Interest receivable

Dividend receivable

Other accounts receivable 11,619,503.47 6,638,425.25

Financial assets purchased under

agreements to resell

63

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Inventories 2,466,342,278.85 2,323,472,671.20

Assets held for sale

Non-current assets due within 1 year

Other current assets 174,382,120.00

Total current assets 3,665,271,757.93 3,191,649,437.49

Non-current assets:

Loans by mandate and advances

granted

Available-for-sale financial assets 14,500,000.00 18,493,000.00

Held-to-maturity investments

Long-term accounts receivable

Long-term equity investment 34,526,177.41 32,888,939.41

Investing real estate 237,260,788.82 250,014,034.94

Fixed assets 85,929,516.37 64,069,233.96

Construction in progress

Engineering materials

Disposal of fixed assets

Production biological assets

Oil-gas assets

Intangible assets 92,640,083.99 99,792,587.03

R&D expense

Goodwill

Long-term deferred expenses 2,024,722.07 2,553,053.03

Deferred income tax assets 240,335,370.51 216,552,790.60

Other non-current assets 7,275,069.00 7,275,069.00

Total of non-current assets 714,491,728.17 691,638,707.97

Total assets 4,379,763,486.10 3,883,288,145.46

Current liabilities:

Short-term borrowings 8,000,000.00 100,000,000.00

Borrowings from Central Bank

Customer bank deposits and due to

banks and other financial institutions

Intra-group borrowings

Financial liabilities measured at fair

value of which changes are recorded in

64

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

current profits and losses

Derivative financial liabilities

Notes payable

Accounts payable 191,524,938.54 175,347,021.19

Accounts received in advance 652,369,778.20 28,756,337.08

Financial assets sold for repurchase

Handling charges and commissions

payable

Payroll payable 63,791,816.49 57,777,210.65

Tax payable 833,797,372.43 1,015,363,636.69

Interest payable 479,413.09 562,879.72

Dividend payable

Other accounts payable 128,243,079.68 111,032,824.55

Reinsurance premiums payable

Insurance contract reserves

Payables for acting trading of

securities

Payables for acting underwriting of

securities

Liabilities held for sale

Non-current liabilities due within 1

121,243,352.00 5,000,000.00

year

Other current liabilities

Total current liabilities 1,999,449,750.43 1,493,839,909.88

Non-current liabilities:

Long-term borrowings 144,840,006.83 177,613,352.00

Bonds payable

Of which: preferred shares

Perpetual bonds

Long-term payables

Long-term payroll payables

Specific payables

Estimated liabilities 834,999.50

Deferred income 19,072,625.05 21,765,846.69

Deferred income tax liabilities 23,985.24 257,625.00

65

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Other non-current liabilities 114,773,265.38 114,706,662.76

Total non-current liabilities 279,544,882.00 314,343,486.45

Total liabilities 2,278,994,632.43 1,808,183,396.33

Owners’ equity:

Share capital 595,979,092.00 595,979,092.00

Other equity instruments

Of which: preferred shares

Perpetual bonds

Capital reserves 119,951,533.93 119,951,533.93

Less: Treasury stock

Other comprehensive income -4,046,603.46 -4,006,141.53

Specific reserves

Surplus reserves 154,664,631.59 136,591,232.84

Provisions for general risks

Retained profits 1,233,358,112.55 1,225,726,944.83

Total equity attributable to owners of

2,099,906,766.61 2,074,242,662.07

the Company

Minority interests 862,087.06 862,087.06

Total owners’ equity 2,100,768,853.67 2,075,104,749.13

Total liabilities and owners’ equity 4,379,763,486.10 3,883,288,145.46

Legal representative: Chen Yugang Person-in-charge of the accounting work: Wang Hangjun

Chief of the accounting division: Shen Xueying

2. Balance sheet of the Company

Unit: RMB Yuan

Item 31 Dec. 2015 31 Dec. 2014

Current Assets:

Monetary funds 296,196,656.86 338,036,109.52

Financial assets measured at fair

value of which changes are recorded in

current profits and losses

Derivative financial assets

Notes receivable

Accounts receivable 979,569.49 1,029,211.52

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Accounts paid in advance

Interest receivable

Dividend receivable

Other accounts receivable 1,766,392,354.21 1,758,238,266.73

Inventories 530,588,344.24 385,762,064.03

Assets held for sale

Non-current assets due within 1 year

Other current assets 174,382,120.00

Total current assets 2,768,539,044.80 2,483,065,651.80

Non-current assets:

Available-for-sale financial assets 230,500.00 4,223,500.00

Held-to-maturity investments

Long-term accounts receivable

Long-term equity investment 281,083,438.39 279,446,200.39

Investing real estate 157,390,561.34 162,666,161.07

Fixed assets 9,828,388.19 11,701,031.08

Construction in progress

Engineering materials

Disposal of fixed assets

Production biological assets

Oil-gas assets

Intangible assets

R&D expense

Goodwill

Long-term deferred expenses 1,297,321.41 1,470,297.69

Deferred income tax assets 29,561,006.63

Other non-current assets

Total of non-current assets 479,391,215.96 459,507,190.23

Total assets 3,247,930,260.76 2,942,572,842.03

Current liabilities:

Short-term borrowings

Financial liabilities measured at fair

value of which changes are recorded in

current profits and losses

Derivative financial liabilities

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Notes payable

Accounts payable 25,436,021.13 27,475,005.86

Accounts received in advance 311,717,646.30 556,723.50

Payroll payable 11,467,533.06 9,765,464.25

Tax payable 62,939,128.44 44,829,812.84

Interest payable 858,385.21 621,676.25

Dividend payable

Other accounts payable 1,163,240,004.88 1,362,785,410.73

Liabilities held for sale

Non-current liabilities due within 1

year

Other current liabilities

Total current liabilities 1,575,658,719.02 1,446,034,093.43

Non-current liabilities:

Long-term borrowings 404,840,006.83 276,370,000.00

Bonds payable

Of which: preferred shares

Perpetual bonds

Long-term payables

Long-term payroll payables

Specific payables

Estimated liabilities 834,999.50

Deferred income

Deferred income tax liabilities 257,625.00

Other non-current liabilities

Total non-current liabilities 405,675,006.33 276,627,625.00

Total liabilities 1,981,333,725.35 1,722,661,718.43

Owners’ equity:

Share capital 595,979,092.00 595,979,092.00

Other equity instruments

Of which: preferred shares

Perpetual bonds

Capital reserves 94,057,859.68 94,057,859.68

Less: Treasury stock

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Other comprehensive income 2,933,175.45

Specific reserves

Surplus reserves 154,007,821.15 135,934,422.40

Retained profits 422,551,762.58 391,006,574.07

Total owners’ equity 1,266,596,535.41 1,219,911,123.60

Total liabilities and owners’ equity 3,247,930,260.76 2,942,572,842.03

3. Consolidated income statement

Unit: RMB Yuan

Item 2015 2014

I. Total operating revenues 1,077,418,500.93 1,268,451,451.86

Including: Sales income 1,077,418,500.93 1,268,451,451.86

Interest income

Premium income

Handling charge and commission

income

II. Total operating costs 1,037,507,557.45 908,328,822.13

Including: Cost of sales 648,572,894.10 520,485,126.20

Interest expenses

Handling charge and commission

expenses

Surrenders

Net claims paid

Net amount withdrawn for the

insurance contract reserve

Expenditure on policy dividends

Reinsurance premium

Taxes and associate charges 159,676,120.22 277,057,303.89

Selling and distribution expenses 41,941,165.94 26,318,080.91

Administrative expenses 102,968,126.79 103,915,932.80

Financial expenses -7,514,689.31 -12,697,790.50

Asset impairment loss 91,863,939.71 -6,749,831.17

Add: Gain/(loss) from change in fair

value (“-” means loss)

Gain/(loss) from investment (“-” 7,738,371.09 214,624,884.25

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

means loss)

Including: share of profits in

1,637,238.00 -352,555.03

associates and joint ventures

Foreign exchange gains (“-” means

loss)

III. Business profit (“-” means loss) 47,649,314.57 574,747,513.98

Add: non-operating income 171,619,115.05 5,094,033.97

Including: Gains on disposal of

33,279.06 1,905,888.27

non-current assets

Less: non-operating expense 2,876,737.49 26,076,584.37

Including: Losses on disposal of

601,245.35 93,576.27

non-current assets

IV. Total profit (“-” means loss) 216,391,692.13 553,764,963.58

Less: Income tax expense 59,571,725.42 136,266,283.67

V. Net profit (“-” means loss) 156,819,966.71 417,498,679.91

Net profit attributable to owners of

156,819,966.71 417,498,679.91

the Company

Minority shareholders’ income

VI. After-tax net amount of other

-40,461.93 3,092,574.98

comprehensive incomes

After-tax net amount of other

comprehensive incomes attributable to -40,461.93 3,092,574.98

owners of the Company

(I) Other comprehensive incomes

that will not be reclassified into gains and

losses

1. Changes in net liabilities or

assets with a defined benefit plan upon

re-measurement

2. Enjoyable shares in other

comprehensive incomes in investees that

cannot be reclassified into gains and

losses under the equity method

(II) Other comprehensive incomes

that will be reclassified into gains and -40,461.93 3,092,574.98

losses

1. Enjoyable shares in other

comprehensive incomes in investees that

will be reclassified into gains and losses

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

under the equity method

2. Gains and losses on fair

value changes of available-for-sale -2,933,175.45 2,933,175.45

financial assets

3. Gains and losses on

reclassifying held-to-maturity

investments into available-for-sale

financial assets

4. Effective hedging gains and

losses on cash flows

5. Foreign-currency financial

2,892,713.52 159,399.53

statement translation difference

6. Other

After-tax net amount of other

comprehensive incomes attributable to

minority shareholders

VII. Total comprehensive incomes 156,779,504.78 420,591,254.89

Attributable to owners of the

156,779,504.78 420,591,254.89

Company

Attributable to minority

shareholders

VIII. Earnings per share

(I) Basic earnings per share 0.2631 0.7005

(II) Diluted earnings per share 0.2631 0.7005

Where business mergers under the same control occurred in this reporting period, the net profit achieved by the

merged parties before the business mergers was RMB0.00, with the corresponding amount for the last period being

RMB0.00.

Legal representative: Chen Yugang Person-in-charge of the accounting work: Wang Hangjun

Chief of the accounting division: Shen Xueying

4. Income statement of the Company

Unit: RMB Yuan

Item 2015 2014

I. Total sales 61,440,361.37 66,368,633.69

Less: cost of sales 14,568,381.71 26,061,655.45

Business taxes and surcharges 7,657,509.70 6,670,106.76

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Distribution expenses 917,956.69

Administrative expenses 41,050,329.06 41,556,470.77

Financial costs -7,854,726.72 -5,716,403.24

Impairment loss -31,370,041.72 -6,776,623.28

Add: gain/(loss) from change in fair

value (“-” means loss)

Gain/(loss) from investment (“-”

7,571,676.55 210,458,029.19

means loss)

Including: income form investment

1,637,238.00 -352,555.03

on associates and joint ventures

II. Business profit (“-” means loss) 44,042,629.20 215,031,456.42

Add: non-operating income 169,812,889.47 2,285,081.37

Including: Gains on disposal of

non-current assets

Less: non-operating expense 1,323,166.82 23,964,998.79

Including: Losses on disposal of

103,611.83 3,861.79

non-current assets

III. Total profit (“-” means loss) 212,532,351.85 193,351,539.00

Less: Income tax expense 31,798,364.35 42,863,068.67

IV. Net profit (“-” means loss) 180,733,987.50 150,488,470.33

V. After-tax net amount of other

-2,933,175.45 2,933,175.45

comprehensive incomes

(I) Other comprehensive incomes that

will not be reclassified into gains and

losses

1. Changes in net liabilities or

assets with a defined benefit plan upon

re-measurement

2. Enjoyable shares in other

comprehensive incomes in investees

that cannot be reclassified into gains

and losses under the equity method

(II) Other comprehensive incomes

that will be reclassified into gains and -2,933,175.45 2,933,175.45

losses

1. Enjoyable shares in other

comprehensive incomes in investees

that will be reclassified into gains and

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

losses under the equity method

2. Gains and losses on fair value

changes of available-for-sale financial -2,933,175.45 2,933,175.45

assets

3. Gains and losses on

reclassifying held-to-maturity

investments into available-for-sale

financial assets

4. Effective hedging gains and

losses on cash flows

5. Foreign-currency financial

statement translation difference

6. Other

VI. Total comprehensive incomes 177,800,812.05 153,421,645.78

VII. Earnings per share

(I) Basic earnings per share 0.3033 0.2525

(II) Diluted earnings per share 0.3033 0.2525

5. Consolidated cash flow statement

Unit: RMB Yuan

Item 2015 2014

I. Cash flows from operating activities:

Cash received from sale of

1,696,592,242.82 1,141,552,814.94

commodities and rendering of service

Net increase of deposits from

customers and dues from banks

Net increase of loans from the central

bank

Net increase of funds borrowed from

other financial institutions

Cash received from premium of

original insurance contracts

Net cash received from reinsurance

business

Net increase of deposits of policy

holders and investment fund

Net increase of disposal of financial

assets measured at fair value of which

73

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

changes are recorded into current gains

and losses

Cash received from interest, handling

charges and commissions

Net increase of intra-group

borrowings

Net increase of funds in repurchase

business

Tax refunds received

Other cash received relating to

14,524,590.42 27,501,782.68

operating activities

Subtotal of cash inflows from operating

1,711,116,833.24 1,169,054,597.62

activities

Cash paid for goods and services 574,324,242.80 526,096,880.10

Net increase of customer lendings

and advances

Net increase of funds deposited in the

central bank and amount due from

banks

Cash for paying claims of the original

insurance contracts

Cash for paying interest, handling

charges and commissions

Cash for paying policy dividends

Cash paid to and for employees 308,224,325.62 271,319,723.58

Various taxes paid 450,753,009.58 301,412,102.96

Other cash payment relating to

68,047,625.58 84,852,948.06

operating activities

Subtotal of cash outflows from

1,401,349,203.58 1,183,681,654.70

operating activities

Net cash flows from operating activities 309,767,629.66 -14,627,057.08

II. Cash flows from investing activities:

Cash received from withdrawal of

7,091,672.64 237,302,621.45

investments

Cash received from return on

investments

Net cash received from disposal of

966,686.25 867,170.40

fixed assets, intangible assets and other

74

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

long-term assets

Net cash received from disposal of

subsidiaries or other business units

Other cash received relating to

investing activities

Subtotal of cash inflows from investing

8,058,358.89 238,169,791.85

activities

Cash paid to acquire fixed assets,

intangible assets and other long-term 38,285,548.55 13,682,765.56

assets

Cash paid for investment

Net increase of pledged loans

Net cash paid to acquire subsidiaries

and other business units

Other cash payments relating to

266,715.68

investing activities

Subtotal of cash outflows from

38,285,548.55 13,949,481.24

investing activities

Net cash flows from investing activities -30,227,189.66 224,220,310.61

III. Cash Flows from Financing

Activities:

Cash received from capital

contributions

Including: Cash received from

minority shareholder investments by

subsidiaries

Cash received from borrowings 216,470,006.83 316,370,000.00

Cash received from issuance of

bonds

Other cash received relating to

financing activities

Subtotal of cash inflows from financing

216,470,006.83 316,370,000.00

activities

Repayment of borrowings 225,000,000.00 514,316,666.64

Cash paid for interest expenses and

149,289,115.57 178,761,051.09

distribution of dividends or profit

Including: dividends or profit paid

by subsidiaries to minority shareholders

75

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Other cash payments relating to

104,500.00

financing activities

Sub-total of cash outflows from

374,393,615.57 693,077,717.73

financing activities

Net cash flows from financing activities -157,923,608.74 -376,707,717.73

IV. Effect of foreign exchange rate

2,757,607.83 -1,093,973.32

changes on cash and cash equivalents

V. Net increase in cash and cash

124,374,439.09 -168,208,437.52

equivalents

Add: Opening balance of cash and

808,963,376.68 977,171,814.20

cash equivalents

VI. Closing balance of cash and cash

933,337,815.77 808,963,376.68

equivalents

6. Cash flow statement of the Company

Unit: RMB Yuan

Item 2015 2014

I. Cash flows from operating activities:

Cash received from sale of

44,991,559.19 50,534,901.36

commodities and rendering of service

Tax refunds received

Other cash received relating to

29,403,475.42 19,754,794.25

operating activities

Subtotal of cash inflows from operating

74,395,034.61 70,289,695.61

activities

Cash paid for goods and services 36,933,801.29 8,723,060.88

Cash paid to and for employees 25,261,992.16 22,284,922.53

Various taxes paid 13,695,960.29 11,664,415.35

Other cash payment relating to

467,630,748.14 469,502,088.72

operating activities

Subtotal of cash outflows from

543,522,501.88 512,174,487.48

operating activities

Net cash flows from operating activities -469,127,467.27 -441,884,791.87

II. Cash flows from investing activities:

Cash received from retraction of

517,302,621.45 195,000,000.00

investments

Cash received from return on 3,378,400.00 25,443,800.00

76

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

investments

Net cash received from disposal of

fixed assets, intangible assets and other 2,200.00 11,983,185.60

long-term assets

Net cash received from disposal of

subsidiaries or other business units

Other cash received relating to

investing activities

Subtotal of cash inflows from investing

520,683,221.45 232,426,985.60

activities

Cash paid to acquire fixed assets,

intangible assets and other long-term 770,380.00 551,487.00

assets

Cash paid for investment

Net cash paid to acquire subsidiaries

and other business units

Other cash payments relating to

investing activities

Subtotal of cash outflows from

770,380.00 551,487.00

investing activities

Net cash flows from investing activities 519,912,841.45 231,875,498.60

III. Cash Flows from Financing

Activities:

Cash received from capital

contributions

Cash received from borrowings 276,370,000.00 240,000,000.00

Cash received from issuance of

bonds

Other cash received relating to

financing activities

Subtotal of cash inflows from financing

276,370,000.00 240,000,000.00

activities

Repayment of borrowings 240,000,000.00

Cash paid for interest expenses and

168,434,949.35 8,720,000.00

distribution of dividends or profit

Other cash payments relating to

343,492.00

financing activities

Sub-total of cash outflows from 408,434,949.35 9,063,492.00

77

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

financing activities

Net cash flows from financing activities -132,064,949.35 230,936,508.00

IV. Effect of foreign exchange rate

-1,253,281.96

changes on cash and cash equivalents

V. Net increase in cash and cash

-82,532,857.13 20,927,214.73

equivalents

Add: Opening balance of cash and

420,568,966.65 399,641,751.92

cash equivalents

VI. Closing balance of cash and cash

338,036,109.52 420,568,966.65

equivalents

7. Consolidated statement of changes in owners’ equity

2015

Unit: RMB Yuan

2015

Equity attributable to owners of the Company

Other equity

Other Minorit Total

Item instruments Less: General

Share Capital compre Specific Surplus Retaine y owners’

Prefer Perpet treasury risk

capital reserve hensive reserve reserve d profit interests equity

red ual Other stock reserve

incomes

shares bonds

I. Balance at the 595,97 1,225,7 2,075,1

119,951 -4,006,1 136,591 862,087

end of the 9,092. 26,944. 04,749.

,533.93 41.53 ,232.84 .06

previous year 00 83 13

Add: change of

accounting policy

Correction of

errors in previous

periods

Business

mergers under the

same control

Other

II. Balance at the 595,97 1,225,7 2,075,1

119,951 -4,006,1 136,591 862,087

beginning of the 9,092. 26,944. 04,749.

,533.93 41.53 ,232.84 .06

year 00 83 13

III. Increase/ -40,461. 18,073, 7,631,1 25,664,

decrease in the 93 398.75 67.72 104.54

78

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

period (“-” means

decrease)

(I) Total

-40,461. 156,819 156,779

comprehensive

93 ,966.71 ,504.78

incomes

(II) Capital

increased and

reduced by owners

1. Common

shares increased

by shareholders

2. Capital

increased by

holders of other

equity instruments

3. Amounts

of share-based

payments

recognized in

owners’ equity

4. Other

-149,18 -131,11

(III) Profit 18,073,

8,798.9 5,400.2

distribution 398.75

9 4

1.

18,073, -18,073,

Appropriations to

398.75 398.75

surplus reserves

2.

-131,11 -131,11

Appropriations to

5,400.2 5,400.2

general risk

4 4

provisions

3.

Appropriations to

owners (or

shareholders)

4. Other

(IV) Internal

carry-forward of

owners’ equity

1. New

79

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

increase of capital

(or share capital)

from capital public

reserves

2. New

increase of capital

(or share capital)

from surplus

reserves

3. Surplus

reserves for

making up losses

4. Other

(V) Specific

reserve

1. Withdrawn

for the period

2. Used in the

period

(VI) Other

595,97 1,233,3 2,100,7

IV. Closing 119,951 -4,046,6 154,664 862,087

9,092. 58,112. 68,853.

balance ,533.93 03.46 ,631.59 .06

00 55 67

2014

Unit: RMB Yuan

2014

Equity attributable to owners of the Company

Other equity Minorit

Other Total

Item instruments y

Less: General

Share Capital compre Specific Surplus Retaine owners’

treasury risk interest

Prefer Perpet equity

capital reserve hensive reserve reserve d profit

stock reserve s

red ual Other

incomes

shares bonds

I. Balance at the 595,97 1,803,6

120,086 -7,098,7 121,542 972,271 862,087

end of the 9,092. 43,379.

,646.43 16.51 ,385.81 ,884.95 .06

previous year 00 74

Add: change of

accounting policy

Correction of

errors in previous

80

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

periods

Business

mergers under the

same control

Other

II. Balance at the 595,97 1,803,6

120,086 -7,098,7 121,542 972,271 862,087

beginning of the 9,092. 43,379.

,646.43 16.51 ,385.81 ,884.95 .06

year 00 74

III. Increase/

decrease in the -135,11 3,092,5 15,048, 253,455 271,461

period (“-” means 2.50 74.98 847.03 ,059.88 ,369.39

decrease)

(I) Total

3,092,5 417,498 420,591

comprehensive

74.98 ,679.91 ,254.89

incomes

(II) Capital

increased and

reduced by owners

1. Common

shares increased

by shareholders

2. Capital

increased by

holders of other

equity instruments

3. Amounts

of share-based

payments

recognized in

owners’ equity

4. Other

-164,04 -148,99

(III) Profit 15,048,

3,620.0 4,773.0

distribution 847.03

3 0

1.

15,048, -15,048,

Appropriations to

847.03 847.03

surplus reserves

2.

Appropriations to

general risk

81

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

provisions

3.

-148,99 -148,99

Appropriations to

4,773.0 4,773.0

owners (or

0 0

shareholders)

4. Other

(IV) Internal

carry-forward of

owners’ equity

1. New

increase of capital

(or share capital)

from capital public

reserves

2. New

increase of capital

(or share capital)

from surplus

reserves

3. Surplus

reserves for

making up losses

4. Other

(V) Specific

reserve

1. Withdrawn

for the period

2. Used in the

period

-135,11 -135,11

(VI) Other

2.50 2.50

595,97 1,225,7 2,075,1

IV. Closing 119,951 -4,006,1 136,591 862,087

9,092. 26,944. 04,749.

balance ,533.93 41.53 ,232.84 .06

00 83 13

8. Statement of changes in owners’ equity of the Company

2015

Unit: RMB Yuan

Item 2015

82

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Other equity instruments Other

Less: Total

Share Capital comprehe Specific Surplus Retaine

Preferre Perpetu treasury owners’

capital Other reserve nsive reserve reserve d profit

d shares al bonds stock equity

incomes

I. Balance at the

595,979, 94,057,85 2,933,175 135,934,4 391,006 1,219,911

end of the previous

092.00 9.68 .45 22.40 ,574.07 ,123.60

year

Add: change of

accounting policy

Correction of

errors in previous

periods

Other

II. Balance at the

595,979, 94,057,85 2,933,175 135,934,4 391,006 1,219,911

beginning of the

092.00 9.68 .45 22.40 ,574.07 ,123.60

year

III. Increase/

decrease in the -2,933,17 18,073,39 31,545, 46,685,41

period (“-” means 5.45 8.75 188.51 1.81

decrease)

(I) Total

-2,933,17 180,733 177,800,8

comprehensive

5.45 ,987.50 12.05

incomes

(II) Capital

increased and

reduced by owners

1. Common

shares increased

by shareholders

2. Capital

increased by

holders of other

equity instruments

3. Amounts

of share-based

payments

recognized in

owners’ equity

4. Other

(III) Profit 18,073,39 -149,18 -131,115,

83

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

distribution 8.75 8,798.9 400.24

9

1.

18,073,39 18,073,

Appropriations to

8.75 398.75

surplus reserves

2.

-131,11

Appropriations to -131,115,

5,400.2

owners (or 400.24

4

shareholders)

3. Other

(IV) Internal

carry-forward of

owners’ equity

1. New

increase of capital

(or share capital)

from capital public

reserves

2. New

increase of capital

(or share capital)

from surplus

reserves

3. Surplus

reserves for

making up losses

4. Other

(V) Specific

reserve

1. Withdrawn

for the period

2. Used in the

period

(VI) Other

IV. Closing 595,979, 94,057,85 154,007,8 422,551 1,266,596

balance 092.00 9.68 21.15 ,762.58 ,535.41

2014

Unit: RMB Yuan

Item 2014

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Other equity instruments Other

Less: Total

Share Capital comprehe Specific Surplus Retaine

Preferre Perpetu treasury owners’

capital Other reserve nsive reserve reserve d profit

d shares al bonds stock equity

incomes

I. Balance at the

595,979, 94,057,85 120,885,5 404,561 1,215,484

end of the previous

092.00 9.68 75.37 ,723.77 ,250.82

year

Add: change of

accounting policy

Correction of

errors in previous

periods

Other

II. Balance at the

595,979, 94,057,85 120,885,5 404,561 1,215,484

beginning of the

092.00 9.68 75.37 ,723.77 ,250.82

year

III. Increase/

decrease in the 2,933,175 15,048,84 -13,555, 4,426,872

period (“-” means .45 7.03 149.70 .78

decrease)

(I) Total

2,933,175 150,488 153,421,6

comprehensive

.45 ,470.33 45.78

incomes

(II) Capital

increased and

reduced by owners

1. Common

shares increased

by shareholders

2. Capital

increased by

holders of other

equity instruments

3. Amounts

of share-based

payments

recognized in

owners’ equity

4. Other

(III) Profit 15,048,84 -164,04 -148,994,

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

distribution 7.03 3,620.0 773.00

3

1.

15,048,84 -15,048,

Appropriations to

7.03 847.03

surplus reserves

2.

-148,99

Appropriations to -148,994,

4,773.0

owners (or 773.00

0

shareholders)

3. Other

(IV) Internal

carry-forward of

owners’ equity

1. New

increase of capital

(or share capital)

from capital public

reserves

2. New

increase of capital

(or share capital)

from surplus

reserves

3. Surplus

reserves for

making up losses

4. Other

(V) Specific

reserve

1. Withdrawn

for the period

2. Used in the

period

(VI) Other

IV. Closing 595,979, 94,057,85 2,933,175 135,934,4 391,006 1,219,911

balance 092.00 9.68 .45 22.40 ,574.07 ,123.60

III. Company Profile

Shenzhen Properties & Resources Development (Group) Ltd. (hereinafter referred to as

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

“company” or “the Company”) was incorporated based on the reconstruction of Shenzhen

Properties & Resources Development Co., Ltd. after obtaining approval of ZFBF [1991] No. 831

from People’s Government of Shenzhen Municipality. The registration number of Business

License for Enterprises as Legal Person is ZQFZ No. 440301103570124.

Up to 31 Dec. 2015, as for the registered capital of the Company which was of RMB595,979,092

and the paid-in capital of RMB595,979,092

The registered capital of the Company was RMB541, 799,175 after bonus issue of shares on the

basis of one share for every existing 10 shares based on existing paid-in capital of the Company in

1996 and it changes to RMB595,979,092 after bonus issue of shares on the basis of one share for

every existing 10 shares based on previous paid-in capital of RMB541,799,175 in 2009.

2. Registered office, organization form and headquarter address of the Company

Registered office: Shenzhen Municipal, Guangdong Province, PRC

Organization form: joint-stock company with limited liability

Headquarter address: 39th and 42nd Floor, International Trade Center, Renmin South Road,

Shenzhen.

3. Nature of the business and main business scope of the Company

The business scope of the Company and its subsidiaries includes development and sale of

commodity premises, construction and management of buildings, lease of properties, supervision

of construction, domestic trading and materials supply and marketing (excluding exclusive dealing

and monopoly sold products and commodities under special control to purchase).

The Company and the subsidiary (hereinafter referred to as “the Group” in total) mainly operates

the development of real estate; property management; buildings and the building devices

maintainance, gargen afforest and cleaning service; houses and building leasing; passenger traffits

and leasing of motor vehicles; supervise and management of the engineering; retails of the

Chinese food, Western-styly food and wines.

3. About the controlling shareholder of the Company and the Group

By the end of the reporting period, the controlling shareholder of the Company is still Shenzhen

Construction Investment Holdings in register book. In 2004, People’s Government of Shenzhen

Municipality incorporated Shenzhen Construction Investment Holdings with the other two

municipal asset management companies, namely Shenzhen Investment Management Corporation

and Shenzhen Trade and Business Holding Company, and established Shenzhen Investment

Holdings Co., Ltd. Thus, the Company’s actual controlling shareholder is Shenzhen Investment

Holdings Co., Ltd., a sole state-funded limited company, who was established in Oct. 13, and the

main operating scope including: to execute the investment, operating and management of the

state-owned equities of the wholly-owned, controlling and stock-participating enterprises through

the methods such as the restructuring integration, capital operation and assets disposal; to engage

in the property development and operation business within the scale of legally acquire the land use

right; to execute the policy-based and strategic investment according to the requirements of the

SASAC; to provide the guarantee of the municipal state-owned enterprises; other business

developed with the authority from the Municipal State-owned Assets Supervision and

Administration Commission. As a government department, Shenzhen State-owned Assets

Supervision and Administration Bureau manage Shenzhen Investment Holdings Co., Ltd. on

behalf of People’s Government of Shenzhen Municipality. Thus, the final controller of the

Company is Shenzhen State-owned Assets Supervision and Administration Committee of

Shenzhen Government.

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

4. Authorization and date of issuing the financial statements

The financial statements were approved and authorized for issue by the 8th Session of the 8th

Board of the Directors on 30 Mar. 2016.

Up to the end of the reporting period, there were 26 subsidiaries included in the consolidation

financial statement, and for the details, please refer to Notes IX. 1 of Section X.

For the changes of consolidation financial statement scope of the reporting period, please refer to

Notes VIII. of Section X.

IV. Basis for the preparation of financial statements

1. Preparation basis

The company recognizes and measures transactions occurred according to Chinese Accounting

Standards – Basic standard and other related accounting standards, prepares the financial statements

based on accrual accounting and the underlying assumption of going concern.

2. Continuation

There will be no such events or situations in the 12 months from the end of the reporting period

that will cause material doubts as to the continuation capability of the Company.

V. Important accounting policies and estimations

Indication of specific accounting policies and estimations:

Inapplicable

1. Statement of compliance with Enterprise accounting standards

The company's financial statements comply with the requirements of Accounting Standards; the

company's financial position, operating results, changes in shareholder's equity and cash flow, and

other relevant information are truly and completely disclosed in financial statements.

2. Fiscal period

The Group’s fiscal year starts on 1 Jan. and ends on 31 Dec. of every year according to the

Gregorian calendar.

3. Operating cycle

A normal operating cycle refers to a period from the Group purchasing assets for processing to

realizing cash or cash equivalents. As for the construction of the real estate projects of the Group

with rather long period, the normal operating period more than 1 year owning to the industry

characteristics, and although the relevant assets be discounted, sold or consumed more than 1 year,

should still be divided into the circulating assets; as for the operating liabilities projects during the

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

normal operation period even be liquidated over 1 year after the balance sheet date, should be

divided into the circulation liabilities. Besides, the normal operating period of other business of the

Group is shorter than 1 year. As for the normal operating period shorten than 1 year and the assets

discounted since the balance sheet date or the liabilities should be liquidated due within 1 year since

the balance sheet date, should be classified as the circulating assets or liabilities.

4. Recording currency

The Company and the domestic subsidiaries regard the Renminbi as the recording currency. The

Hong Kong subsidiary of the Company confirms the Hong Kong dollar as its recording currency

according to the major economic environment of the currency of its office place. When compiling

the financial statements, the currency the Company adopted was the Renminbi.

5. Accounting method of business combination under the common control and not under the

common control

(1) The Group adopts equity method for business combination under common control. The assets

and liabilities that the combining party obtained in a business combination shall be measured on

their carrying amount in the combined party on the combining date. The difference between the

carrying amount of net assets acquired by the combining party and the carrying amount of the

consideration paid by it (or the total par value of the shares issued) shall be adjusted to capital

surplus. If the capital surplus is not sufficient for adjustment, retained earning is adjusted

respectively. The business combination costs that are directly attributable to the combination, such

as audit fees, valuation fees, and legal service fees and so on are recognized in profit or loss during

the current period when they occurred. The bonds issued for a business combination or the handling

fees, commissions and other expenses for bearing other liabilities shall be recorded in the amount of

initial measurement of the bonds or other debts. The handling fees, commissions and other expenses

for the issuance of equity securities for the business combination shall be credited against the

surplus of equity securities; if the surplus is not sufficient, the retained earnings shall be offset.

Where a relationship between a parent company and a subsidiary company is formed due to a

business combination, the parent company shall, on the combining date, prepare consolidated

financial statements according to the accounting policy of the Company; the period of the

adjustment of the compared data of the consolidation financial statement should earlier than the

later time under the control of the ultimate control party of the combine party and the combined

party.

(2) The Company adopts acquisition method for business combination not under common control.

The acquirer shall recognize the initial cost of combination under the following principles:

①When business combination is achieved through a single exchange transaction, the cost of a

business combination is the aggregate of the fair values, at the date of exchange, of assets given,

liabilities incurred or assumed, and equity securities issued by the acquirer, in exchange for control

of the acquiree;

② For the business combination involved more than one exchange transaction, accounting

treatments will be carried out separately on individual and consolidated financial statements as the

followings:

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

A. In the individual financial statements, the initial investment cost changed to be measured by the

cost method of the particular project will be the sum of book value of equity in the entity before the

date of acquisition and the newly added investment cost; the other comprehensive revenues

recognized by adopting the equity method of the equity investment before the purchase date, should

be executed accounting treatments based on the same basic of the relevant assets or liabilities

directly disposed by the purchasers when disposing the investment. The equity investment held

before the purchase date which is executed the accounting treatments according to the relevant

regulations of No. 22 ASBE-Recognition and Measurement of the Financial Instruments, the

accumulative fair value changes originally included into the other comprehensive income should be

transferred into the current gains and losses by adopting the cost method.

B. In the consolidated financial statements, the share equity in the acquired entity before the date of

acquisition is recalculated upon the fair value of the equity at the date of acquisition. The balance

between the fair value and book value shall be accounted into current investment income account;

when the share equity before the date of acquisition involves with other integrated gains, such gains

are transferred into investment income account of the period when it occurred. Within the notes of

financial statement, the Company shall be disclosed the fair value (on the merger date) of the

shareholdings of the bargainer hold and profits or losses recognized by the revaluation.

③ Agency expenses and other administrative expenses such as auditing, legal consulting, or

appraisal services occurred relating to the merger of entities are accounted into current income

account when occurred; the transaction fees of equity certificates or liability certificates issued by

the purchaser for payment for the acquisition are accounted at the initial amount of the certificates.

④Where a business combination contract or agreement provides for a future event which may

adjust the cost of combination, the Group shall include the amount of the adjustment in the cost of

the combination at the acquisition date if the future event leading to the adjustment is probable and

the amount of the adjustment can be measured reliably.

The Group shall, on the acquisition date, measure the assets given and liabilities incurred or

assumed by an enterprise for a business combination in light of their fair value, and shall record the

balances between them and their carrying amounts into the profits and losses at the current period.

The acquirer shall distribute the combination costs on the acquisition date, and shall recognize all

identifiable assets, liabilities and contingent liabilities it obtains from the acquiree. (1) the acquirer

shall recognize the difference that the combination costs are over the fair value of the identifiable

net assets obtained from acquiree as goodwill; (2) if the combination costs are less than the fair

value of the identifiable net assets obtained from acquiree, the acquirer shall reexamine the

measurement of the fair values of the identifiable assets, liabilities and contingent liabilities

obtained from the acquiree as well as the combination costs; and then after the reexamination, the

result is still the same, the difference shall be recorded in the profit and loss of the current period.

Where a relationship between a parent company and a subsidiary company is formed due to a

business combination, the parent company shall prepare accounting books for future reference,

which shall record the fair value of the identifiable assets, liabilities and contingent liabilities

obtained from the subsidiary company on the acquisition date. When preparing consolidated

financial statements, it shall adjust the financial statements of the subsidiary company on the basis

of the fair values of the identifiable assets, liabilities and contingent liabilities determined on the

acquisition date according to the Group’s accounting policy of “Consolidated financial statement”.

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

6. Methods for preparing consolidated financial statements

(1) Consolidation scope

The consolidation scope for financial statements is determined on the basis of control, including

the annual financial statement up to 31 Dec. 2014 of the Company and whole subsidiaries. The

consolidated financial statements comprise the financial statements of the Group and its

subsidiaries. A subsidiary is an enterprise or entity controlled by the Group (including the

segmental part among the enterprises and investees as well as the structuralized main bodies etc.)

The term “control” is the power of the Group upon an investee, with which it can take part in

relevant activities of the investee to obtain variable returns and is able to influence the amount of

returns.

(2) Methods for preparing the consolidated financial statements

The Company compiles the consolidation financial statement according to other relevant materials

based on the financial statement of itself and its subsidiaries.

The Company regards the whole enterprise group as an accounting main body when compiling the

consolidation financial statement to reflect the whole financial conditions, operation results and

cash flows according to the requirements of the recognition, measurement and presentation of the

relevant ASBE and the unitize accounting polices.

The financial statements of subsidiaries are adjusted in accordance with the accounting policies

and accounting period of the Group during the preparation of the consolidated financial statements,

where the accounting policies and the accounting periods are inconsistent between the Group and

subsidiaries. For a subsidiary acquired from a business combination not under the same control,

the individual financial statements of the subsidiary are adjusted based on the fair value of the

identifiable net assets at the acquisition date.

(3) Statement of minority interests and profits or losses

The portion of the equity of the subsidiaries that are not owned by the parent is presented as

minority interest in the consolidated balance sheet.

The portion of the profit or loss of the subsidiaries that are not owned by the parent is presented as

minority interest in the consolidated income statement.

(4) Accounting treatment of excess losses

When the share of losses attributable to the minor shareholders has exceeded their shares in the

shareholders’ equity at the beginning of term, the shareholders’ equity shall be deducted thereof.

(5) Accounting treatment on increase or decrease of the subsidiaries during the reporting period

For any subsidiary acquired by the Company through business combination under the common

control, when the consolidated balance sheet for the current period are being prepared, the amount

at the beginning of the period in the consolidated balance sheet is made corresponding

modification. For addition business combination not under common control during the reporting

period, the Company makes no adjustment for the amount at the beginning of the period in the

consolidated balance sheet. When disposing subsidiary during the reporting period, the Company

makes no adjustment for the amount at the beginning of the period in the consolidated balance

sheet.

For any subsidiary acquired by the Company through business combination under the common

control, when the consolidated income statement for the current period are being prepared,

revenue, expense and profit for the period from the beginning of the consolidated period to the

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

year end of the reporting period are included in the consolidated income statement, and included

the consolidate cash flow from the period-begin to the period-end of the subsidiary into the

consolidate cash flow statement. For addition business combination not under common control

during the reporting period, revenue, expense and profit for the period from acquisition date to the

year end of the reporting period is included in the consolidated income statement and included the

consolidate cash flow from the purchasing date to the period-end of the subsidiary into the

consolidate cash flow statement. When disposing subsidiary during the reporting period, revenue,

expense and profit for the period from the beginning to the disposal date are included in the

consolidated income statement.

When losing the control right of the original subsidiary owing to the disposing of party equity

investment or other reasons, for the remaining equity investment after the disposing, should be

remeasured according to the fair value of the date of losing the control right. The amount of the

sum between the consideration of disposing the equity and the fair value of the remaining equity

that minus the balance between the shares of net assets that gained from the original subsidiaries

by continuously calculation according the original shareholding ratio since the purchasing date

should accrued into the current investment benefits of losing the control right. The other

comprehensive benefits related to the equity investment of the original subsidiaries should be

transferred into the current investment benefits when losing the control right.

The balance between the newly gained long-term equity investment owning to the purchasing of

the minority equities and the net identifiable assets enjoyed from the subsidiaries according to the

newly increased shareholding ratio, and the balance between the dispose of remuneration which

gained from the partly depose of the equity investment of the subsidiaries under the situation of

not losing the control right and the corresponding shares of net assets from the subsidiaries when

disposing the long-term equity investment, should both adjust the share premium of the capital

surplus of the consolidate balance sheet. If the share premium of the capital surplus is not

sufficient for adjustment, retained earning is adjusted respectively.

(6) Disposal on consolidation statement of disposing the equity step by step till lose the control

right

If the each transaction of disposing the equity investment of the subsidiaries till lose the control

right which belongs to package deal, each transaction would be executed accounting treatment as

a transaction of disposing the subsidiaries that lose the control right; however, before losing the

control right, for the balance between each disposal of the remuneration and the corresponding

shares of net assets of investing the subsidiary, would be confirmed as other comprehensive

benefits in the consolidate financial statement and would be transferred into the current gains and

losses of losing the control right when losing it. If not belongs to the package deal, before losing

the control right, or when losing it, should execute the accounting treatment according to the

aforesaid situation of not losing the control right to dispose party equity investment of the

subsidiaries as well as according to the accounting policy of losing the control right of the original

subsidiaries.

If the regulations, conditions and its economic influences of each deal of disposing the equity

investment of the subsidiary met with following one or more kinds of situations, it indicated that

the multiple transactions would consolidate as package deal for accounting treatment: ①these

transactions are formatted under the situation of contemporary or considering of the mutual

influences; ②only the entirety of these transactions could achieve a complete commercial result;

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

③the happen of one transaction depends on at least the happen of other one transaction; ④to see

independently of one transaction is not economic while to considered with other transactions are

economic.

Execute the accounting treatment of the several financial statements of disposing the equity step

by step till lose the control right according to the accounting policy of disposing the long-term

equity investment.

7. Classification of joint arrangements and accounting treatment of joint operations

(1) Category of joing arrangements

A joint arrangement refers to an arrangement jointly controlled by two participants or above. The

Group classifies joint arrangements into joint operations and joint ventures according to its rights

and duties in the joint arrangements. A joint operation refers to a joint arrangement where the

Group enjoys assets and has to bear liabilities related to the arrangement. A joint venture refers to

a joint arrangement where the Group is only entitled to the net assets of the arrangement.

The joint arrangement achieves not through the individual main body should be divided as joint

operation. Individual main body refers to the entity owns individual distinguishable financial

structure, including the individual legal entities and the entities without legal entity qualification

but gains the legal permits. The joint arrangement achieves through individual main body is

usually divided into the joint venture, but for the joint arrangement with definite evidence

indicants that meet with any condition of the followings and meet with the regulations of the

relevant laws and regulations should be divided into joint operation; the legal form of other joint

arrangement indicates that, the jointly owned party respectively enjoys the rights and burdens the

obligations of the relevant assets and liabilities among the arrangement; the clauses of the contacts

of the joint arrangement agrees that, the jointly owned party respectively enjoys the rights and

burdens the obligations of the relevant assets and liabilities among the arrangement; other relevant

facts and situation indicates that, the jointly owned party respectively enjoys the rights and

burdens the obligations of the relevant assets and liabilities among the arrangement, for example,

the jointly owned party enjoys almost all of the output related to the joint arrangement and the

liquidation of the liabilities of the arrangement constantly depends on the support of the jointly

owned party. It’s forbidden to regard the jointly owned party which provides the liabilities for the

joint arrangement as it has the responsibility to bear the relevant liabilities. For the jointly owned

party takes the responsibility to pay the contributive obligations for the joint arrangement, not be

considered to undertake the relevant liabilities related to the arrangement. For the relevant facts

and the changes of the situation leads the rights enjoyed and the liabilities undertook amount the

joint arrangement change, the Group should re-assess the category of the joint arrangement. For

the structure agreement setting various joint arrangements for achieving different activities, the

Group respectively recognizes each category of the joint arrangement.

For the details of the basis of recognizing the joint control and the accounting policies of the

measurement of the joint venture, please refer to Notes (V) 13.

(2) Accounting treatment of joint operations

The following projects related to the interests portion among the joint operation recognized by the

Group and be executed according to the regulations of the relevant ASBE: recognizes the assets

held alone and the assets joint held by recognizing accoridng to the portion; recognizes the

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

jointly-held assets and jointly-borne liabilites according to the Group’s stake in the joint operation;

recognizes the income from sale of the Group’s share in the output of the joint operation;

recognizes the income from sale of the joint operation’s outputs accoridng to the Group’s stake in

it; and recognizes the expense solely incurred to the Group and the expense incurred to the joint

operation according to the Group’s stake in it.

When the Group, as a joint operator, transfers or sells assets (except for the assets constituing

business) to the joint operation, before the assets are sold to a third party, the Group only

recognizes the share of the other joint operators in the gains and losses arising from the sale.

Where impairment occurs to the assets as prescribed in

Business Enterprises—Asset Impairment>, the Group shall fully recognizes the loss. When the

Group, purchases assets from the joint operation (except for the assets constituing business) to the

joint operation, before the assets are sold to a third party, the Group only recognizes the share of

the other joint operators in the gains and losses arising from the sale. Where impairment occurs to

the assets as prescribed in

Impairment>, the Group shall fully recognizes the loss according to its stake in the joint operation

for a purchase of assets from the joint operation.

If the Group attributes to the participate party without joint control on the joint operation,if enjoys

the relevant assets and undertakes the relevant liabilities of the joint operation, should execute

accounting treatment according to the above principles; otherwise, should execute the accounting

treatment according to the accounting policies of the measurement of the financial instruments or

the long-term equity investment formulated by the Group.

8. Recognition standard for cash and cash equivalents

In the Group’s understanding, cash and cash equivalents include cash on hand, any deposit that

can be used for cover, and short-term (usually due within 3 months since the day of purchase) and

high circulating investments, which are easily convertible into known amount of cash and whose

risks in change of value are minimal.

9. Foreign currency businesses and translation of foreign currency financial statements

The foreign currency transactions are both discounted as recording currency according to the spot

rate on the trading date (ususally refers to the middle price of the foreign exchange quotation on

that very date issued by People’s Bank of China, similarly hereinafter).

(1) Treatment of foreign currency exchange difference

On balance sheet date, the Group accounts for monetary and non-monetary items denominated in

foreign currencies as follows: a) monetary items denominated in foreign currencies are translated

at the foreign exchange rates ruling at the balance sheet date. Foreign exchange gains and losses

arising from the difference between the balance sheet date exchange rate and the exchange rate

ruling at the time of initial recognition or the exchange rate ruling at the last balance sheet date are

recognized in income statement; b) Non-monetary items that are measured in terms of historical

cost in a foreign currency are translated using the current exchange rates ruling at the transaction

dates. Non-monetary items denominated in foreign currencies that are stated at fair value are

translated using the current exchange rates ruling at the dates the fair value was determined, the

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

difference between the amount of functional currency after translation and the original amount of

functional currency is treated as part of change in fair value (including change in exchange rate)

and recognized in income statement. During the capitalization period, exchange differences arising

from foreign currency borrowings are capitalized as part of the cost of the capitalized assets.

(2) Translations of financial statements in foreign currencies

The Group translates the financial statements of its foreign operation in accordance with the

following provisions: a) the asset and liability items in the balance sheets shall be translated at a

spot exchange rate ruling at the balance sheet date. Among the owner's equity items, except the

ones as “retained earnings”, others shall be translated at the spot exchange rate ruling at the time

when they occurred; b) The income and expense items in the income statements shall be translated

at an exchange rate which is determined in a systematic and reasonable way and is approximate to

the spot exchange rate (calculated by the average of starting rate and closing rate on the reporting

period) ruling at the transaction date. The foreign exchange difference arisen from the translation

of foreign currency financial statements shall be presented separately under the owner's equity in

the balance sheet. The translation of comparative financial statements shall be subject to the

aforesaid provisions.

10. Financial instruments

(1) Recognition of the financial instruments

The Group recognizes a financial asset or financial liability on its balance sheet when, and only

when, the Company becomes a party to the contractual provisions of the instrument.

(2) Category and measurement of the financial assets

① The Group based on the reasons such as risks management, investment strategies and objective

of holding the financial assets, classifies the financial assets into the following four categories: a)

financial assets at fair value through profit or loss; b) held-to-maturity investments; c) loans and

receivables; and d) available-for-sale financial assets.

A. Financial assets measured by fair value and its changes included in the current gains and losses

Financial assets measured by fair value and its changes included in the current gains and losses,

including trading financial assets and the financial assets appointed to be measured by fair value

with its changes included in the current gains and losses of the initial recognition.

The financial assets meeting any of the following requirements shall be classified as transactional

financial assets:A. The purpose to acquire the said financial assets is mainly for selling them in

the near future; B. Forming a part of the identifiable combination of financial instruments which

are managed in a centralized way and for which there are objective evidences proving that the

enterprise may manage the combination by way of short-term profit making in the near future; C.

Being a derivative instrument, excluding the designated derivative instruments which are effective

hedging instruments, or derivative instruments to financial guarantee contracts, and the derivative

instruments which are connected with the equity instrument investments for which there is no

quoted price in the active market, whose fair value cannot be reliably measured, and which shall

be settled by delivering the said equity instruments.

The financial assets meeting any of the following requirements shall be designated as financial

assets which are measured at their fair values and the variation of which is recorded into the

profits and losses of the current period for initial recognition: A. the designation can eliminate or

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

significantly reduce the difference of relevant gains and losses between recognition and

measurement causing from different bases for measurement of financial assets; B. The official

written documents for risk management and investment strategies of the enterprise have clearly

stated that it shall, manage, evaluate and report to important management personnel based on the

fair value, about the financial assets group or the group of financial assets which the financial

assets are belong to.

For the equity instruments investment without quotation in the active market and the fair value

could not be reliable measured, should not be appointed as the financial assets measured by the

fair value with its changes included in the current gains and losses.

B. Held-to-maturity investment

The term "held-to-maturity investment" refers to a non-derivative financial asset with a fixed date

of maturity, a fixed or determinable amount of repo price and which the enterprise holds for a

definite purpose or the enterprise is able to hold until its maturity.

C. Loans and the accounts receivables

Loans and the accounts receivables refer to non-derivative financial assets, which there is no

quotation in the active market, with fixed recovery cost or recognizable.

D. Available-for-sale financial assets

Available-for-sale financial assets refer to the non-derivative financial assts which appointed

available for sale when initially recognizes and the financial assets except for the above category

of the financial assets.

After the Group classifies certain financial assets as the financial assets measured by fair value

and included its changes in the current gains and losses when initially recognized, should not

re-classified as other financial assets; other financial assets also should not be re-classified as the

financial assets measured by fair value with its changes be included in the current gains and

losses.

② The financial assets are initially recognized at fair value. Gains or losses arising from a change

in the fair value of a financial asset at fair value through profit or loss is recognized in profit or

loss when it incurred and relevant transaction costs are recognized as expense when it incurred.

For other financial assets, the transaction costs are recognized as costs of the financial assets.

③ Subsequent measurement of financial assets

A. A financial asset at fair value through profit or loss includes financial assets held for trading

and financial assets designated by the Group as at fair value through profit or loss. The Group

subsequently measures the financial asset at fair value through profit or loss at fair value and

recognizes the gain or loss arising from a change in the fair value of a financial asset at fair value

through profit or loss as profit or loss in the current period.

B. Held-to-maturity investments are measured at amortized cost using the effective interest

method. A gain or loss is recognized in profit or loss during the current period when the financial

asset is derecognized or impaired and through the amortization process.

C. Loans and receivables are measured at amortized cost using the effective interest method. A

gain or loss is recognized in profit or loss during the current period when the financial asset is

derecognized or impaired and through the amortization process.

D. Available-for-sale financial assets are measured at fair value and the gain or loss arising from a

change in the fair value of available-for-sale financial assets is recognized as capital reserve which

is transferred into profit or loss when it is impaired or derecognized. Interests or cash dividends

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during the holding period are recognized in profit or loss for the current period. For the equity

instruments investment without quotation in the active market and the fair value could not be

reliable measured and the derivative financial assets linked up with the equity instruments and

should be settled through handing over to the equity instruments, should be measured according to

the cost.

④ Impairment provision of the financial assets

A. The Group assesses the carrying amount of the financial assets except the financial asset at fair

value through profit or loss at each balance sheet date, if there is any objective evidence that a

financial asset or group of financial assets is impaired, the Group shall recognize impairment loss.

B. The objective evidences that the Group uses to determine the impairment are as follows:

a) significant financial difficulty of the issuer or obligor;

b) a breach of contract, such as a default or delinquency in interest or principal payments;

c) the lender, for economic or legal reasons relating to the borrower's financial difficulty, granting

to the borrower a concession that the lender would not otherwise consider;

d) it becoming probable that the borrower will enter bankruptcy or other financial reorganization;

e) the disappearance of an active market for that financial asset because of financial difficulties;

f) observable data indicating that there is a measurable decrease in the estimated future cash flows

from a group of financial assets since the initial recognition of those assets, although the decrease

cannot yet be identified with the individual financial assets in the group, including: (i) Adverse

changes in the payment status of borrowers in the group or (ii) an increase in the unemployment

rate in the geographical area of the borrowers, a decrease in property prices for mortgages in the

relevant area, or adverse changes in industry conditions that affect the borrowers.

g) significant changes with an adverse effect that have taken place in the technological, market,

economic or legal environment in which the borrower operates, and indicates that the cost of the

investment in the equity instrument may not be recovered;

h) a significant or non-temporary decrease in fair value of equity investment instruments;

i) other objective evidences showing the impairment of the financial assets.

C. Measurement of impairment loss of financial assets

a) held-to-maturity investments, loans and receivables

If there is objective evidence that an impairment loss on loans and receivables or held-to-maturity

investments carried at amortized cost has been incurred, the amount of the loss is measured as the

difference between the asset's carrying amount and the present value of estimated future cash

flows. The amount of the loss is recognized in profit or loss of the current period.

The Group assesses whether objective evidence of impairment exists individually for financial

assets that are individually significant, and individually or collectively for financial assets that are

not individually significant. If the Group determines that no objective evidence of impairment

exists for an individually assessed financial asset, whether significant or not, it includes the asset

in a group of financial assets with similar credit risk characteristics and collectively assesses them

for impairment. Assets that are individually assessed for impairment and for which an impairment

loss is or continues to be recognized are not included in a collective assessment of impairment.

The Group performs impairment test for receivables and provide bad debt provisions at the

balance sheet date. For the individually significant receivables and not individually significant

receivables, the impairment tests are both carried on individually. If there is objective evidence

that an impairment loss on loans and receivables, the Group provides provision for impairment

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loss for the amount which is measured as the difference between the asset's carrying amount and

the present value of estimated future cash flows.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be

related objectively to an event occurring after the impairment was recognized, the previously

recognized impairment loss of financial asset measured at amortized cost is be reversed. The

amount of the reversal is recognized in profit or loss of the current period.

b) Available-for-sale financial assets

The Group takes the individual investment of impairment test for available-for-sale financial

assets. On the balance sheet date, it could judge whether the fair value of available-for-sale

financial assets are seriously or non-temporary decline: if the decline of the fair value of the

individual available-for-sale financial assets exceeds 50% of the cost, or had continuously

declined for over 12 months, should be recognized the available-for-sale financial assets had

decreased and should recognized the impairment losses according to the impairment provision for

the balance between the cost and the fair value. The cost at the period-end of available-for-sale

financial assets is the amortized cost which is initially measured according to the investment cost

when receiving and is calculated by the weighted average method when selling.

When a decline in the fair value of an available-for-sale financial asset has been recognized

directly in equity, the cumulative loss that had been recognized directly in equity is removed from

equity and recognized in profit or loss even though the financial asset has not been derecognized.

If there is objective evidence that an impairment loss has been incurred on an unquoted equity

instrument that is not carried at fair value because its fair value cannot be reliably measured, or on

a derivative asset that is linked to and must be settled by delivery of such an unquoted equity

instrument, the amount of the impairment loss is measured as the difference between the carrying

amount of the financial asset and the present value of estimated future cash flows discounted at the

current market rate of return for a similar financial asset. Such impairment losses are recognized in

the profit or loss of the current period.

If, in a subsequent period, the fair value of a debt instrument classified as available for sale

increases and the increase can be objectively related to an event occurring after the impairment

loss was recognized in profit or loss, the impairment loss is reversed, with the amount of the

reversal recognized in profit or loss of the current period.

Impairment losses recognized in profit or loss for an investment in an equity instrument classified

as available for sale is not reversed through profit or loss. For impairment loss has been incurred

on an unquoted equity instrument that is not carried at fair value because its fair value cannot be

reliably measured, or on a derivative asset that is linked to and must be settled by delivery of such

an unquoted equity instrument, the impairment loss is not reversed through profit or loss.

(3) Classification and measurement of financial liabilities

① The financial liabilities held by the Group are divided into the financial liabilities measured at

fair values and whose changes are recorded in current gains and losses and other financial

liabilities.

Financial liabilities measured by fair value and its changes included in the current gains and losses,

including trading financial liabilities and the financial liabilities appointed to be measured by fair

value with its changes included in the current gains and losses of the initial recognition.

The financial liabilities meeting any of the following requirements shall be classified as

transactional financial liabilities:A. The purpose to acquire the said financial liabilities is mainly

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for selling them in the near future; B. Forming a part of the identifiable combination of financial

instruments which are managed in a centralized way and for which there are objective evidences

proving that the enterprise may manage the combination by way of short-term profit making in the

near future; C. Being a derivative instrument, excluding the designated derivative instruments

which are effective hedging instruments, or derivative instruments to financial guarantee contracts,

and the derivative instruments which are connected with the equity instrument investments for

which there is no quoted price in the active market, whose fair value cannot be reliably measured,

and which shall be settled by delivering the said equity instruments.

The financial liabilities meeting any of the following requirements shall be designated as financial

liabilities which are measured at their fair values and the variation of which is recorded into the

profits and losses of the current period for initial recognition: A. the designation can eliminate or

significantly reduce the difference of relevant gains and losses between recognition and

measurement causing from different bases for measurement of financial assets; B. The official

written documents for risk management and investment strategies of the enterprise have clearly

stated that it shall, manage, evaluate and report to important management personnel based on the

fair value, about the financial liabilities group or the group of financial liabilities which the

financial liabilities are belong to; for the blender instruments including one or more items of

derivative instruments, unless there no significant changes of the cash flow of the blender

instruments by the embedded derivatives, or the embedded derivative instruments parentally

should be stripped off from the relevant blender instruments; including the blender instruments

that embedded into the derivative instruments needed to be stripped out but failed to execute

individual measurement when acquired or on the follow-up balance sheet date.

After the Group classifies certain financial liabilities as the financial liabilities measured by fair

value and included its changes in the current gains and losses when initially recognized, should

not re-classified as other financial liabilities; other financial liabilities also should not be

re-classified as the financial liabilities measured by fair value with its changes be included in the

current gains and losses.

② Financial liabilities are initially measured at fair value. For the financial liability at fair value

through profit or loss at its fair value, relevant transaction costs are recognized as expense when it

incurred. For the other financial liabilities, relevant transaction costs are recognized as costs.

③ Subsequent measurement of financial liabilities

A. The Group recognizes a financial liability at fair value through profit or loss at its fair value. A

gain or loss of change in fair value is recognized in the profit or loss of the current period.

B. Other financial liabilities are measured by amortized cost using effective interest rate.

(4) Recognition and measurement for transfer of financial assets

The Group derecognizes financial assets when the Group transfers substantially all the risks and

rewards of ownership of the financial assets. On derecognizing of a financial asset in its entirety,

the difference between the follows is recognized in profit or loss of the current period.

① the carrying amount of transferring financial assets;

② the sum of the consideration received and any cumulative gain or loss that had been

recognized directly in equity (including financial assets transferred to available for sale category).

If the transferred asset is part of a larger financial asset and the part transferred qualifies for

derecognizing in its entirety, the previous carrying amount of the larger financial asset is allocated

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between the part that continues to be recognized and the part that is derecognized, based on the

relative fair values of those parts on the date of the transfer. The difference between the follows is

recognized in profit or loss of the current period.

① the carrying amount allocated to the part derecognized;

② the sum of the consideration received for the part derecognized and any cumulative gain or

loss allocated to it that had been recognized directly in equity (including financial assets

transferred to available for sale category).

A cumulative gain or loss that had been recognized in equity is allocated between the part that

continues to be recognized and the part that is derecognized, based on the relative fair values of

those parts.

If a transfer does not qualify for derecognizing, the Group continues to recognize the transferred

asset in its entirety and shall recognize a financial liability for the consideration received.

When the Group continues to recognize a financial asset to the extent of its continuing

involvement, the Group also recognizes an associated liability. The transferred asset and the

associated liability are measured on a basis that reflects the rights and obligations that the Group

has retained.

(5) De-recognition of financial liabilities

If the whole or partly of the current obligation of the financial liabilities of the Group is relieved,

should derecognize the financial liabilities or partly of it. The Group signs an agreement with the

creditors is of the method by undertaking the new financial liabilities to replace the current

financial liabilities. if the new financial liabilities are different from the current one on the essence

of contract terms, should derecognize the current financial liabilities and recognize the new one at

the same time.

If the whole or partly of the financial liabilities had derecognized, should derecognize balance

between partly of the book value and the paid consideration (including the turned out non-cash

assets or the new financial liabilities) and accrued into the current gains and losses.

(6) Offsetting financial assets and financial liabilities

Financial assets and financial liabilities shall be presented separately in the balance sheet and shall

not be offset. As for the financial assets and financial liabilities satisfy the following conditions at

the same time, should be listed as the net amount within the balance sheet after the mutual offset:

the Group had the legal right of the offset recognized amount and the right was executable for the

moment; the Group planed to settle by net amount or at the same time discounted the financial

assets and liquidated the financial liabilities. For the transfer of the financial assets not satisfy the

de-recognition conditions, the transfer-out party should not offset the transfer financial assets and

the relevant liabilities.

11. Receivables

(1) Accounts receivable with significant single amount for which the bad debt provision is

made individually

Judgement basis or monetary standards of provision for bad Accounts receivable with individual amount of more than 2

debts of the individually significant accounts receivable million (including 2 million).

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The Group made an independent impairment test on receivables

with significant single amounts; if there was objective evidence

indicated that the impairment had occurred should recognize the

Method of individual provision for bad debts of the individually

impairment losses and should withdraw the bad debt provision.

significant accounts receivable

The financial assets without impairment by independent

impairment test should be included in financial assets portfolio

with similar credit risk to take the impairment test.

(2) Accounts receivable which the bad debt provision is withdrawn by credit risk

characteristics

Name of portfolios Bad debt provision method

Portfolios 1 (accounts receivable among the companies within

Other method

the consolidated scope of the Group)

Portfolios 2 (accounts receivable except for the portfolios 1

which had not been impaired after the independent test, and the

Company analyzed and recognized the ratio of the withdrawal of

the bad debt provision combined with the current situation and

Aging of accounts

based on the actual losses rate of the accounts receivable group

which possessed the similar credit risk characteristics divided

according to the aging phase that were the same as or similar to

the previous years)

In the groups, adopting aging analysis method to withdraw bad debt provision:

√ Applicable □ Inapplicable

Withdrawal proportion for accounts Withdrawal proportion for other accounts

Age

receivable receivable

Within 1 year (including 1 year) 3.00% 3.00%

1-2 years 10.00% 10.00%

2-3 years 30.00% 30.00%

3-4 years 50.00% 50.00%

4-5 years 80.00% 80.00%

Over 5 years 100.00% 100.00%

In the groups, adopting balance percentage method to withdraw bad debt provision:

□ Applicable √ Inapplicable

In the groups, adopting other methods to withdraw bad debt provision:

√ Applicable □ Inapplicable

Withdrawal proportion for accounts Withdrawal proportion for other accounts

Name of portfolios

receivable receivable

Portfolios 1 0.00% 0.00%

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(3) Accounts receivable with an insignificant single amount but for which the bad debt

provision is made individually

The Group made independent impairment test on receivables

Reason of individually withdrawing bad debt provision with insignificant amount but with special impairment indicated

by objective evidence.

The impairment test is carries out individually, the Company

recognizes provision for impairment loss for the amount which is

Withdrawal method for bad debt provision measured as the difference between the asset's carrying amount

and the present value of estimated future cash flows, and

withdraws relevant bad debts provision.

12. Inventory

(1) Classification of inventory: inventory of the Group including the finished products or

commodities held in the daily activities for sales, the unfinished products in the production

process, the materials consumed in the production process or the process of providing the labor etc.

Which are specific divided as: raw materials, finished goods, and low-value consumption goods,

land use right held for real estate development, properties under development and completed

properties for sale.

(2) Reorganization of inventory: the Company confirms the inventory when meeting the following

conditions at the same time:

① the economic benefits related to the inventory possibility would flow into the enterprise;

② the cost of the inventory could be reliably calculated.

(3) Valuation method of inventories acquiring and issuing: Property inventories are measured at

actual cost incurred, comprising the borrowing cost designated for real estate development before

completion of developing properties. Completed saleable property inventories are measured using

average unit area cost method. Other kinds of inventories are measured at actual cost incurred, and

when the inventories are transferred out or issued for use, cost of the inventories is determined

using weighted average cost method.

(4) Amortization method of low-value consumption goods and wrappage: the low-value

consumption goods and wrappage should adopt the one time amortization according to the actual

situation when requiring.

(5) Measurement of the inventories at the period-end: on the balance sheet date, the inventory

should be measured according to the lower one between the cost and the net realizable value, if the

inventory cost higher than the net realizable value, should withdraw the falling provision of the

inventory and include in the current gains and losses.

① Estimation of net realizable value:

Estimates of net realizable value are based on the most reliable evidence available at the time the

estimates are made, of the amount the inventories are expected to realize. These estimates take

into consideration the purpose for which the inventory is held and the influence of post balance

sheet events.

Materials and other supplies held for use in the production are measured at cost if the net

realizable value of the finished goods in which they will be incorporated is higher than their cost.

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However, when a decline in the price of materials indicates that the cost of the finished products

will exceed their net realizable value, the materials are measured at net realizable value.

The net realizable value of inventories held to satisfy sales or service contracts is generally based

on the contract price.

If the quantity specified in sales contracts is less than the inventory quantities held by the

Company, the net realizable value of the excess shall be based on general selling prices.

②The Company generally provides provision for impairment of inventory individually.

For large quantity and low value items of inventories, cost and net realizable value are determined

based on categories of inventories.

Where certain items of inventory have similar purposes or end uses and relate to the same product

line produced and marketed in the same geographical area, and therefore cannot be practicably

evaluated separately from other items in that product line, costs and net realizable values of those

items may be determined on an aggregate basis.

(6) The perpetual inventory system is maintained for stock system.

13. Divided as assets held for sale

(1) Recognition criteria of the assets held for sale

The Group recognizes the enterprise compose part (or the non-current assets, similarly hereinafter)

that simultaneously meets with the following conditions as assets held for sale:

① The compose part must be immediately sold only according to the usual terms of selling the

compose part of this kind under the current conditions;

② The relevant power institutions of the Group had made agreement on disposing the compose

part, if receive the approval from the shareholders accoridng to the rules, which equals to had

received the approved of the Annual General Meeting or the corresponding power institution;

③ The Group has signed the irrevocable transfer agreement with the assignee;

④ The sale transaction is highly probable to be completed within one year

(2) Accounting treatments of the assets held for sale

Non-current assets held for sale include single-item assets and disposal groups. Where a disposal

group is an asset group and the goodwill obtained in the business combination is apportioned to

the asset group according to the “Accounting Standard No. 8 for Business Enterprises—Asset

Impairment”, or a disposal group is an operation in such an asset group, the disposal group shall

include the goodwill in the business combination.

As for the non-current assets and disposal group which be classiied held for sale by the Group,

shall be measured at the lower one of the net amounts of the book value and the fair value after

deducting the disposal expense. If the net amount the fair value minuses the disposal expenses is

lower than the original book value, the difference should be included in the current gains and

losses as the assets impairment losses; if the held for sale is the disposal group, the assets

impairment losses should be firstly distributed to the goodwill and then included in the current

gains and losses by amortized according to the proportion and attributed to the other non-current

assets within the held for sale assets scope. The deferred income tax assets, the financial assets

standarized by No. 22 of ASBE-Recognition and Measurement of Financial Instruments,

investment property and biological asstes measured by fair value, contacts rights occurred from

the insurance contacts and the assets occurred from the employee benefits are not suit for the held

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for sale measurement, but be individually measured or be measured by being regarding as part of

certain disposal group according to the relevant criterion or the relevant accounting policies

formulated by the Group.

An asset or an disposal group was classified as held for sale before, but if it couldn’t meet the

recognition conditions for held-for-sale non-current asset later, the Company shall cease to

classify it as held for sale, and measure it by the lower amount of the followings: (1) its carrying

amount before the asset (or disposal group) was classified as held for sale, adjusted for any

depreciation, amortization or impairment before the asset (or disposal group) being classified as

held for sale; or (2) its recoverable amount on the date of the subsequent decision not to sell.

14. Long-term equity investments

Long-term equity investement including the equity investment on the subsidiaries, joint ventures

and associated enterprises.

(1) Initial measument

The Group initially measures long-term equity investments under two conditions:

① For long-term equity investment arising from business combination, the initial cost is

recognized under the following principles.

A. If the business combination is under the common control and the acquirer obtains long-term

equity investment in the consideration of cash, non-monetary asset exchange or bearing acquiree’s

liabilities, the initial cost is the carrying amount of the proportion of the acquiree’s owner’s equity

at the acquisition date. The difference between cash paid, the carrying amount of the

non-monetary asset exchanged and the acquiree’s liabilities beard and the initial cost of the

long-term equity investment should be adjusted to capital surplus. If the capital surplus is not

sufficient for adjustment, retained earning is adjusted respectively. The business combination

costs that are directly attributable to the combination, such as audit fees, valuation fees, legal

service fees and so on are recognized in profit or loss during the current period when they

occurred.

If the acquirer issuing equity securities as consideration, the initial cost is the carrying amount of

the proportion of the acquiree’s owner’s equity at the acquisition date. Amount of share capital

equal to the par value of the shares issued. The difference between initial cost of the long-term

equity investment and the par value of shares issued is adjusted to capital surplus. If the capital

surplus is not sufficient for adjustment, retained earning is adjusted respectively. The costs of

issuing equity securities occurred in business combination such as charges of security issuing and

commissions are deducted from the premium of equity securities. If the premium is not sufficient

for deducting, retained earning is adjusted respectively.

B. If the business combination is not under the common control, the acquirer recognizes the initial

cost of combination under the following principles.

a) When business combination is achieved through a single exchange transaction, the cost of a

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business combination is the aggregate of the fair values, at the date of exchange, of assets given,

liabilities incurred or assumed, and equity securities issued by the acquirer, in exchange for

control of the acquiree;

b) For a business combination that involves more than one exchange transaction, the initial

investment cost is the summation of the book value of the equity interests of the acquiree held by

the Company before the acquisition date and the new investment cost on the acquisition date;

c) The fees incurred for audit, legal consultation, valuation services and other management

expenses are to be recognized in profit or loss at the time such costs incurred. The transaction

costs incurred by the acquirer for issuing equity securities or debt securities as the consideration of

the acquisition are to be recognized as the initial amount of such equity security or debt security.

d) Where a business combination contract or agreement provides for a future event which may

adjust the cost of combination, the Company shall include the amount of the adjustment in the cost

of the combination at the acquisition date if the future event leading to the adjustment is probable

and the amount of the adjustment can be measured reliably.

② For long-term equity investment obtained in any method other than business combination, the

initial cost is recognized under the following principles.

A. If the long-term equity investment is acquired in cash consideration, the initial cost is the actual

payment which includes direct expenses paid to acquire the long-term equity investment, taxes

and other necessary expense.

B. If the long-term equity investment is acquired by issuing equity securities, the initial cost is the

fair value of the equity securities issued. However, cash dividends or profits that are declared but

unpaid shall not be included in the initial cost. Direct costs attributed to issue equity securities

such as handling charges and commissions paid to securities underwriting agencies are deducted

from premium of equity securities. If the premium is not sufficient for deduction, reserved fund

and retained earnings is adjusted respectively.

C. For the long-term equity investment invested by investors, the initial cost is the agreed value

prescribed in the investment contract or agreement unless the agreed value is not fair.

D. For the long-term equity investment acquired through non-monetary asset exchange, the initial

cost is recognized according to “Accounting Standards for Business Enterprises No.

7-Non-monetary transactions”.

E. For the long-term equity investment acquired through debt restructuring, the initial cost is

recognized according to “Accounting Standards for Business Enterprises No. 12-Debt

restructuring”.

③ If there are cash dividends or profits that are declared but unpaid included in the consideration

paid, the cash dividends or profits declared but unpaid shall be recognized as receivables

separately rather than as part of initial cost of long-term equity instruments no matter through

which method the long-term equity investment is acquired.

(2) Subsequent measurement

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The cost method is used among the individual financial statement when the long-term equity

invetsment could execute control on the investees.The equity method is used when the Company

has joint control or significant influence over the investee enterprise.

① The price of a long-term equity investment measured by adopting the cost method shall be

included at its initial investment cost and append as well as withdraw the cost of investing and

adjusting the long-term equity investment. As for the cash bonus or the profits be declared for

distribution by the investees should be recognized as the current investment income.

② If the initial cost of a long-term equity investment is more than the Company's attributable

share of the fair value of the invested entity's identifiable net assets for the investment, the initial

cost of the long-term equity investment may not be adjusted. If the initial cost of a long-term

equity investment is less than the Company's attributable share of the fair value of the invested

entity's identifiable net assets for the investment, the difference shall be included in the current

profits and losses and the cost of the long-term equity investment shall be adjusted

simultaneously.

After acquired the long-term equity investment, respectively recognize investment income and

other comprehensive income according to the net gains and losses as well as the portion of other

comprehensive income which should be enjoyed or be shared, and at the same time adjust the

book value of the long-term equity investment; corresponding reduce the book value of the

long-term equity investment according to profits which be declared to distribute by the investees

or the portion of the calculation of cash dividends which should be enjoyed; for the other changes

except for the net gains and losses, other comprehensive income and the owners’ equity except for

the profits distribution of the investees, should adjust the book value of the long-term equity

investment as well as include in the owners’ equities. The investing enterprise shall, on the ground

of the fair value of all identifiable assets of the invested entity when it obtains the investment,

recognize the attributable share of the net profits and losses of the invested entity after it adjusts

the net profits of the invested entity. If the accounting polices adopted by the investees is not

accord with that of the Group, should be adjusted according to the accounting policies of the

Group and the financial statement of the investees during the accounting period and according

which to recognize the investment income as well as other comprehensive income. The Group

shall recognize the net losses of the invested enterprise until the book value of the long-term

equity investment and other long-term rights and interests which substantially form the net

investment made to the invested entity are reduced to zero. However, if the Group has the

obligation to undertake extra losses, it shall be recognized as the estimated liabilities in

accordance with the estimated duties and then recorded into investment losses at current period. If

the invested entity realizes any net profits later, the Group shall, after the amount of its attributable

share of profits offsets against its attributable share of the un-recognized losses, resume

recognizing its attributable share of profits.

When calculating and recognizing the net gains and losses enjoyed or be burdened by the

investees, the part attributed to the Group which meausred according to the enjoyed proportion

from the unrealized internal transactoins with the joint ventures and associated enterprises should

be written off and be recognized as investment income on the basis. As for the unrealized internal

transactions losses attributed to the assets impairment losses occurred between the Group and the

investees, should be recognized in full amount.

③ When the Group disposing the long-term equity investment, as for the difference between the

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book value and the actual required price, should be included in the current gains and losses.As for

the long-term equity investment measured by equith method, when disposing the investment,

should execute the accounting treatment on the part which be originally included in the other

comprehensive income according to the correspoding proportion based on the same basic of the

relevant assets or liabilities be directly disposed by the investees.

(3) Basic of recognizing the joint control and significant influences on the investees

Joint control, refers to the control jointly owned according to the relevant agreement on an

arrangement by the Group and the relevant activities of the arrangement should be decided only

after the participants which share the control right make consensus. Significant influence refers to

the power of the Group which could anticipate in the finance and the operation polices of the

investees, but could not control or jointly control the formulation of the policies with the other

parties.

(4) Impairment test method and withdrawal method of impairment provision

The impairment test method and the withdrawal method of impairment provision of long-term

equity investment are executed according to the accounting polices of “Long-term assets

impairment” formulated by the Group.

15. Investment real estates

Measurement mode of investment real estates

Measurement of cost method

Depreciation or amortization method

(1) Investment properties of the Company are properties held to earn rentals or for capital

appreciation or both, mainly comprising:

①Land use right which has already been rented;

②Land use right which is held for transfer out after appreciation;

③Property that has already been rented.

(2) Investment property shall be recognized as an asset when the following conditions are

satisfied:

①It is probable that the future economic benefits that are associated with the investment property

will flow to the Company;

②The cost of the investment property can be measured reliably.

(3) Initial measurement

An investment property is measured initially at its cost.

①The cost of a purchased investment property comprises its purchase price, related tax expenses

and any directly attributable expenditure.

②The cost of a self-constructed investment property comprises all necessary construction

expenditures incurred before the property is ready for its intended use.

③The cost of a property acquired by other means shall be recognized according to relevant

accounting standards.

(4) Subsequent measurement

After initial recognition, the Company adopts the cost model to measure its investment properties.

The Company amortizes or depreciates its investment properties measured using cost model in the

same way as fixed assets and intangible assets

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If the Group had definite evidence indicated the usage of the property had changed, when

transferring the self-used real estate or the inventories as the investment real estate or transferring

the investment real estate as the self-used real estate, the book value before the transfer should be

regarded as the entry value after transfer.

The Group values the investment property measured using cost model at the lower of its cost and

its recoverable amount at the end of the period. Where the cost exceeds the recoverable amount,

the difference shall be recognized as impairment loss. Once a provision for impairment loss is

made, it cannot be reversed.

16. Fixed assets

(1) Recognized standard

Fixed assets are tangible assets that: 1) are held for use in the production or supply of goods or

services, for rental to others, or for administrative purposes; and 2) have useful life more than one

year.

A fixed asset shall be initially recognized at cost when the following conditions are satisfied:

① It is probable that future economic benefits associated with the assets will flow to the

Company;

② The cost of the assets can be measured reliably.

(2) Depreciation methods

Expected net salvage

Category of fixed assets Method Useful life Annual deprecation

value

Housing and building Straight-line depreciation 20-25 years 5-10% 3.8-4.5%

Machinery equipments Straight-line depreciation 10 years 5% 9.5%

Transportation vehicle Straight-line depreciation 5 years 5% 19%

Electronic and other

Straight-line depreciation 5 years 5% 19%

equipments

Decoration of fixed

Straight-line depreciation 5 years 0% 20%

assets

Subsequent expenditure related to the fixed assets should accrued into the cost of fixed assets if

met with the stipulated reorganization conditions of fixed assets; if not, should accrued directly

into the current gains and losses when occurred. The depreciation method adopted by the

Company is straight-line method.

The Group will execute reexamine for the service life, estimated net salvage and the depreciation

method of the fixed assets after each accounting year. If there was difference between the service

life and the original estimated number, should adjust the useful life of the fixed assets; if there was

difference between the estimated net salvage and the original estimated number, should adjust the

estimated net salvage; if there were significant changes of the realization method of the economic

benefits related to the fixed assets, should changes the depreciation method of the fixed assets.

The changes of the useful life, estimated net salvage and the depreciation method of the fixed

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assets should be regarded as the accounting estimate changes.

Impairment of fixed asset refers to accounting policy “Long-term assets impairment” of the

Group.

(3) Recognition basis, pricing and depreciation method of fixed assets by finance lease

The "finance lease" shall refer to a lease that has transferred in substance all the risks and rewards

related to the ownership of an asset. Its ownership may or may not eventually be transferred. The

fixed assets by finance lease shall adopt the same depreciation policy for self-owned fixed assets.

If it is reasonable to be certain that the lessee will obtain the ownership of the leased asset when

the lease term expires, the leased asset shall be fully depreciated over its useful life. If it is not

reasonable to be certain that the lessee will obtain the ownership of the leased asset at the expiry

of the lease term, the leased asset shall be fully depreciated over the shorter one of the lease term

or its useful life.

17. Construction in progress

(1) The valuation of the construction in progress: recognizes the engineering cost according to the

cost actual occurred. The cost of construction in progress also includes the borrowing expenses

and exchange gains and losses which should be capitalized.

(2) The Company should transfer the construction in progress into fixes assets when the

construction in progress is ready for their intended use. If the built construction had reached the

state ready for intended use but had not settled the fixed assets of completion settlement, should

recognized as fixed assets according to the estimated value as well withdrew and depreciated; after

execute the completion settlement procedure, it should adjust the original provisional estimate

value according to the actual cost but not the original withdrew depreciation amount.

(3) Impairment of construction in progress refers to accounting policy “Long-term assets

impairment” of the Group.

18. Borrowing costs

(1) Recognition principles for capitalization of borrowing costs and capitalization period

The costs of borrowings designated for acquisition or construction of qualifying assets should be

capitalized as part of the cost of the assets. Capitalization of borrowing costs starts when

① The capital expenditures have incurred;

② The borrowing costs have incurred;

③ The acquisition and construction activities that are necessary to bring the asset to its expected

usable condition have commenced.

Other borrowing costs that do not qualify for capitalization should be expensed off during current

period.

Capitalization of borrowing costs should be suspended during periods in which the acquisition or

construction is interrupted abnormally, and the interruption period is three months or longer.

These borrowing costs should be recognized directly in profit or loss during the current period.

However, capitalization of borrowing costs during the suspended periods should continue when

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the interruption is a necessary part of the process of bringing the asset to working condition for its

intended use.

Capitalization of borrowing costs ceases when the qualifying asset being acquired or constructed

is substantially ready for its intended use. Subsequent borrowing costs should be expensed off

during the period in which they are incurred.

The term “assets eligible for capitalization” refers to the fixed assets, investment real estate,

inventories and other assets, of which the acquisition and construction or production may take

quite a long time to get ready for its intended use or for sale.

(2) Calculation method of capitalized amount of borrowing costs

To the extent that funds are borrowed specifically for the purpose of acquiring or constructing a

qualifying asset, the amount of borrowing costs eligible for capitalization on that asset is

determined as the actual borrowing costs incurred on that borrowing during the period less any

investment income on the temporary investment of the borrowing.

To the extent that funds are borrowed generally and used for the purpose of acquiring or

constructing a qualifying asset, the amount of borrowing costs eligible for capitalization shall be

determined by applying a capitalization rate to the weighted average of excess of accumulated

expenditures on qualifying asset over that on specific purpose borrowing. The capitalization rate is

the weighted average rate of the general borrowings.

During the period of capitalization, the exchange balance on foreign currency special borrowings

shall be capitalized; the exchange balance on foreign currency general borrowings shall be

recorded into current profits and losses.

19. Biological assets

Inapplicable

20. Oil-gas assets

Inapplicable

21. Intangible assets

(1) Pricing method, useful life and impairment test

The term "intangible asset" refers to the identifiable non-monetary assets possessed or controlled by enterprises

which have no physical shape.

(1) Recognition of intangible asset:

The Company recognizes an intangible asset when that intangible asset fulfills both of the

following conditions:

①It is probable that the economic benefits associated with that asset will flow to the Company;

②The cost of that asset can be measured reliably.

(2) Measurement of intangible assets

①An intangible asset is measured initially at its cost.

②Subsequent measurement of intangible assets

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A.For an intangible asset with finite useful life, the Company estimates its useful life at the time

of acquisition and amortizes it during its useful life in a reasonable and systematic way. The

amount of amortization is allocated to relevant costs and expenses according to the nature of

beneficial items. The Company does not amortize intangible asset with infinite useful life.

At the end of period, the Group shall check the service life and amortization method of intangible

assets with finite service life, if there is any change, it shall be regarded as a change of the

accounting estimates. Besides, the Group shall check the service life of intangible assets without

certain service life, if there is any evidence showing that the period of intangible assets to bring

the economic benefits to the enterprise can be prospected, it shall be estimated the service life and

amortized in accordance with the amortization policies for intangible assets with finite service life.

Impairment of the intangible assets should be executed according to the accounting policies of

“Long-term assets impairment” formulated by the Group.

(2) Accounting polices of internal R & D expenses

Inapplicable

22. Impairment of long-term assets

Following indications indicate that there occurs the impairment:

(1) The current market price of the assets greatly decreased with the range of a price drop

obviously higher than the estimated decline owning to the passage of time or the normal employ.

(2) The environment the economy, technology and laws of the Group involved, and the market the

assets involved, if there are significant changes occur in the current period or in recent period,

would cause harmful influences on the Group.

(3) The market interests rate or other market investment return rate had improved in the current

period, thus influenced and the discount rate for calculating the estimated current value of the

future cash flow of the assets by the enterprises, which would led to the sharply decrease of the

recoverable amount.

(4) There are evidences indicate the assets are of obsolescence or the entity had been damaged.

(5) The assets had been or will be left unused, cease using or planed to dispose in advance.

(6) The evidence of the internal report of the Group indicant that the economy performance had

been lower or would be lower than estimations, for example, the net cash flow or the operation

profits (or losses) realized were far lower than the estimated amount etc.

(7) Other assets indicate there are indications there occurs the impairment.

The Group judges each assets such as the long-term equity investment, fixed assets, engineering

materials, intangible assets (except for those with uncertain usage life) which adapt to the No. 8 of

ASBE-Assets Impairment on the balance sheet date and executes the recover by impairment

test-estimations when there are impairment indications. The recoverable amount is recognized

through the fair value of the assets which minus the higher one between the net amount after

disposal and the current value of the assets estimated future cash flow. If the recoverable amount

lower than the book value of the assets, the book value should be written down as the recoverable

amount with the written-down amount be recognized as the assets impairment losses and included

in the current gains and losses and at the same time withdraw the assets impairment provision.

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If there are indications indicate any asset occur impairment, the Group usually estimates its

recoverable amount base on the individual asset. If it is difficult to estimate the recoverable

amount of the individual asset, which asset group it belongs to should be recognized the

recoverable amount base on the asset group.

The asset group is the smallest asset group that could be recognized by the Group, and its cash

inflow is basically independent of other asset or asset group. The asset group is composed by the

relevant assets which create the cash inflow. The recognition of the asset group is based on

whether the main cash inflow caused by the asset group is independent of the cash inflow of the

other assets or the asset group.

The Group executes the impairment test every year on the goodwill formed by the enterprise

combination and the intangible assets with uncertain service life no mater there are impairment

indications or not. The impairment test of the goodwill is executed by combining with the relevant

asset group or the asset group combination.

Once the assert impairment losses had been recognized, should not be reversed in the accounting

period afterwards.

23. Amortization method of long-term deferred expenses

The Company recognizes all expenses which have occurred during the period but shall be

amortized beyond one year, such as improvement expenditures of operating leased fixed assets, as

long-term deferred expenses. The Company amortizes long-term deferred expenses using

straight-line method according to relevant beneficial periods.

24. Payroll

(1) Accounting treatment of short-term compensation

Employee compensation refers to the reward or compensation of various modes provided by the

Group which wants to receive the service offering by the employees or to execute the release of

the labor relationship. The employee compensation including the short-term salary, departure

benefits, demission benefits and other long-term employee benefits. The Group provides the

benefits for the spouses, children, supported families of the employees, the members of the

deceased's employees and other beneficiaries, which are also employee compensations.

The short-term compensation actually happened during the accounting period when the active

staff offering the service for the Group should be recognized as liabilities and is included in the

current gains and losses or relevant assets cost except for those be required or permitted to

included in the assets cost by other ASBE.

(2) Accounting treatment of the welfare after demission

The Group divides the departure benefits plan into defined contribution plans and defined benefit

plans. Benefits plan of after demission refer to the agreement between the Group and employees

on the departure benefits, or the regulations or methods formulated by the Group for providing

welfares after demission for the employees. Of which, defined contribution plans refers to the

departure benefits plan that the Group no more undertake the further payment obligations after the

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payment and deposit of the fixed expenses for the independent funds; defined benefit plans

refers to the departure benefits plan except for the defined contribution plans.

A. Defined contribution plans

During the accounting period when providing the service for the employees, the Group will

recognize the deposited amount as the liabilities which measured by defined contribution plans and

include in the current gains and losses or the relevant assets cost.

B.Defined benefit plans

Other long-term employee benefits the Group had not executed the defined contribution plans or

met with the conditions of defined benefit plans.

(3) Accounting treatment of the demission welfare

When the Company is unable to unilaterally withdraw the plan on the cancellation of labor

relationship or the layoff proposal, or when recognizing the costs or expenses (the earlier one

between the two) related to the reorganization of paying the demission welfare, should recognize the

payroll liabilities from the demission welfare and include in the current gains and losses.

(4) Accounting treatment of the welfare of the long-term employees

The Group provides the other long-term employee benefist for the employess, and for those met

with the defined contribution plans, should be disposed according to the above accounting polices of

the defined contribution plans; the for the others except for the former, should be recognized

according to above accounting polices of the defined benefit plans and measure the net liabiilties or

net assets of other long-term employee benefits.

25. Estimated liabilities

(1) Recognition criteria of estimated liabilities

The company should recognize the related obligation as a provision for liability when the

obligation meets the following conditions:

①That obligation is a present obligation of the enterprise;

②It is probable that an outflow of economic benefits from the enterprise will be required to settle

the obligation;

③A reliable estimate can be made of the amount of the obligation.

(2) Measurement of estimated liabilities

To fulfill the present obligations, which initially measured by the best estimate of the expenditure

required to settle the liability. Where there is a continuous range of possible amounts of the

expenditure required to settle the liability, as all kinds of possibilities are at same level, the best

estimate should be determined according to the average of the lower and upper limit of the range.

In other cases, the best estimate should be determined in accordance with the following methods:

①Where the contingency involves a single item, the best estimate involves a singe item, the best

estimate should be determined according to the most likely outcome;

②Where the contingency involves several items; The best estimate should be determined by

weighting all possible outcomes by their associated probabilities of occurrence.

To determine the best estimate, it should be considered with factors such as: related contingency

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risks, uncertain matters and time value of currency. If time value of currency has a significant

impact, the best estimate should be measured at its converted present value through the relevant

future cash outflows.

Where some or all of the expenditures are expected to be reimbursed by a third party, the

reimbursement should be separately recognized as an asset only when it is virtually received. The

amount of the reimbursement should not exceed the carrying amount of the liability recognized.

At balance sheet date, the Group should review book value of provision for liabilities. If there is

strong evidence that the book value does not truly indicate the current best estimate, it should be

adjusted in accordance with the current best estimate.

26. Share-based payment

Inapplicable

27. Other financial instruments such as preferred shares and perpetual capital securities

Inapplicable

28. Revenue

The revenue of the Group including the commodities sales revenue, real estate sales revenues,

property leasing revenues, labor revenues and the revenues from the using of the assets of the

Company by others.

(1) Commodities sales revenues

The Group had transferred the major risks and the remunerations of the ownership of the

commodities to the buyers and neither remained the continuous management right that usually

related to the ownership nor executed the efficient control of the sold commodities. As for the

revenues amount and the relevant costs occurred or will occurr which could be reliable measured,

should confirm the revenues of the sales of the commodities when the relevant economic benefits

would probably flow into the enterprise.

The revenues of the sales of the commodities of the Group were mainly the sales revenues of the

commercial residential buildings. The sales of the properties of the Group had executed

completion acceptance that had transferred to the buyers or be regarded as had transferred to the

buyers according to the sales contacts as well as confirmed the realization of the revenues when

executing the liquidation of the sales amount of the commercial residential buildings (the

mortgage purchase way of the buildings were the receipted down payment and the bank mortage

amount).

(2) Provide labor income

The labor income provided by the Group mainly comes from property management income,

project supervision service income and catering service income.

Property management income: the property management income is realized when the property

management service has been provided and the service fee as agreed with the owner is able to

flow into the enterprise.

Other labor income: the labor income is realized when the labor service has been provided and the

related economic interest is able to flow into the enterprise and related cost is able to be reliably

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measured.

(3) Income from transferring asset use right

The income from transferring asset use right includes property lease income, taxi income, interest

income and other use right income.

Property lease income: the property lease income is realized by the method of straight line as

agreed in the lease contract or agreement signed with the leasee. If there are lease periods free of

any rent, the lessor shall distribute the total rent, not deducting the rent during those periods free

of any rent, within the entire lease period by the method of straight line or other reasonable means.

During the periods free of any rent, the lessor shall recognize the lease income.

Taxi income: the taxi income is recognized as the contract amount agreed under the contracting

contract or agreement signed with the contractor.

Interest income: the interest income is recognized by the duration you use the Company’s cash

and the applicable interest rate. The fee income is recognized by the charging time and method as

regulated in related contract or agreement.

Income from other use right: the income from transferring asset use right is recognized when the

income amount is able to be reliably measured and related economic interest is possible to flow

into the enterprise.

29. Government subsidies

(1) Judgment basis and accounting treatment of government subsidies related to assets

The government subsidies divides into the government subsidies related to the assets and the

government subsidies realted to the profits. The government subsidies pertinent to assets mean the

government assets that are obtained by enterprises used for purchase or construction, or forming

the long-term assets by other ways.

(1) Recognition of the government subsidies

If the government subsidies meet with the following conditions at the same, should be recognized:

① The entity will comply with the condition attaching to them;

② The grants will be received from government.

(2) Measurement of the government subsidies:

① If monetary grants are received, it recognized at actual received or receivable amount. If

non-monetary grants are received, it recognized at fair value, replacing with nominal amount

while fair value is not reliable.

② The Capital approach for government grants, the grant is recognized as deferred income when

it is acquired. Since the related assets achieve its intended using status, the deferred income is

amortized and recognized in profit and loss during asset’s using period. If related assets were

disposed before using period ended, undistributed deferred income shall be shift to current profit

and loss at once.

The Income approach for government grants, to retrieve expense or loss of the Company in further

period, the government grants is recognized as deferred income, and shall be recorded in profit

and loss when that expense or loss occurred. To retrieve expense or loss of the Company in

current period, the government grants shall be recorded directly in current profit and loss.

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③ As for the confirmed repayment of government grants should be handled respectively

according to the following situation:

A. When deferred income exists, the repayment write-downs closing balance of deferred income,

and the exceed part shall be recognized in current profit and loss;

B. When no deferred income exists, the repayment shall be recognized directly in current profit

and loss.

(2) Judgment basis and accounting treatment of government subsidies related to profits

The government subsidies divides into the government subsidies related to the assets and the

government subsidies realted to the profits. The government subsidies pertinent to income refer to

all the government subsides except those pertinent to assets. If the government subsidies

documents had not definitely confirm the subsidy targets, the Group should divide them as the

government subsidies related to profits except for those be indicated by the clear evidence that

belongs to the government subsidies related to assets.

(1) Recognition of the government subsidies

If the government subsidies meet with the following conditions at the same, should be recognized:

① The entity will comply with the condition attaching to them;

② The grants will be received from government.

(2) Measurement of the government subsidies:

① If monetary grants are received, it recognized at actual received or receivable amount. If

non-monetary grants are received, it recognized at fair value, replacing with nominal amount

while fair value is not reliable.

② The Capital approach for government grants, the grant is recognized as deferred income when

it is acquired. Since the related assets achieve its intended using status, the deferred income is

amortized and recognized in profit and loss during asset’s using period. If related assets were

disposed before using period ended, undistributed deferred income shall be shift to current profit

and loss at once.

The Income approach for government grants, to retrieve expense or loss of the Company in further

period, the government grants is recognized as deferred income, and shall be recorded in profit

and loss when that expense or loss occurred. To retrieve expense or loss of the Company in

current period, the government grants shall be recorded directly in current profit and loss.

③ As for the confirmed repayment of government grants should be handled respectively

according to the following situation:

A. When deferred income exists, the repayment write-downs closing balance of deferred income,

and the exceed part shall be recognized in current profit and loss;

B. When no deferred income exists, the repayment shall be recognized directly in current profit

and loss.

30. Deferred income tax assets/deferred income tax liabilities

The Company executes the accounting treatments of the income tax by adopting the balance sheet

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liability method. (1) Deferred income tax assets

① Where there are deductible temporary differences between the carrying amount of assets or

liabilities in the balance sheet and their tax bases, a deferred tax asset shall be recognized for all

those deductible temporary differences to the extent that it is probable that taxable profit will be

available against which the deductible temporary difference can be utilized. Deferred tax assets

arising from deductible temporary differences should be measured at the tax rates that are

expected to apply to the period when the asset is realized or the liability is settled.

② At the balance sheet date, where there is strong evidence showing that sufficient taxable profit

will be available against which the deductible temporary difference can be utilized, the deferred

tax asset unrecognized in prior period shall be recognized.

③ The Company assesses the carrying amount of deferred tax asset at the balance sheet date. If

it’s probable that sufficient taxable profit will not be available against which the deductible

temporary difference can be utilized, the Company shall write down the carrying amount of

deferred tax asset, or reverse the amount written down later when it’s probable that sufficient

taxable profit will be available.

(2) Deferred income tax liabilities

A deferred tax liability shall be recognized for all taxable temporary differences, which are

differences between the carrying amount of an asset or liability in the balance sheet and its tax

base, and measured at the tax rates that are expected to apply to the period when the asset is

realized or the liability is settled.

31. Lease

(1) Accounting treatment of operating lease

Lessee in an operating lease shall treat the lease payment under an operating lease as a relevant

asset cost or the current profit or loss on a straight-line basis over the lease term. The initial direct

costs incurred shall be recognized as the current profit or loss; Contingent rents shall be charged as

expenses in the periods in which they are incurred.

Lessors in an operating lease shall present the assets subject to operating leases in the relevant

items of their balance sheet according to the nature of the asset. Lease income from operating

leases shall be recognized as the current profit or loss on a straight-line basis over the lease term;

Initial direct costs incurred by lessors shall be recognized as the current profit or loss; Lessors

shall apply the depreciation policy for the similar assets to depreciate the fixed assets in the

operating lease; For other assets in the operating lease , lessors shall adopt a reasonable

systematical method to amortize; Contingent rents shall be charged as expenses in the periods in

which they are incurred.

(2) Accounting treatments of financial lease

For the lessee, a fixed asset acquired under finance lease shall be valued at the lower of the fair

value of the leased asset and the present value of the minimum lease payments at the inception of

lease. The minimum lease payments as the entering value in long-term account payable, the

difference as unrecognized financing charges; The initial direct costs identified as directly

attributable to activities performed by the lessee during the negotiation and signing of the finance

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lease such as handling fees, legal fees, travel expenses, stamp tax shall be counted as lease asset

value; the unrecognized financing charges shall be apportioned at each period during the lease

term and adopt the effective interest rate method to calculate and confirm the current financing

charge; Contingent rents shall be charged as expenses in the periods in which they are incurred.

When the lessee calculates the present value of the minimum lease payments, for that lessee who

can obtain the interest rate implicit in the lease, the discount rate shall be the interest rate implicit

in the lease; otherwise the discount rate shall adopt the interest rate specified in the lease

agreement. If the lessee can not get the interest rate implicit in the lease and there is no specified

interest rate in the lease agreement, the discount rate shall adopt the current bank loan interest rate.

Lessees shall depreciate the leased assets with the depreciation policy which is consistent with the

normal depreciation policy for similar assets. If there is reasonable certainty that the lessee will

obtain ownership by the end of the lease term, the depreciation shall be allocated to the useful life

of the asset. If there is no reasonably certainty that the lessee will obtain ownership by the end of

the lease term, the asset shall be depreciated over the shorter of the lease term and its useful life.

On the initial date of financial lease, lessee of the financial lease shall record the sum of the

minimum lease payments and initial direct costs as the financing lease accounts receivable, and

also record the non-guaranteed residual value; recognize the difference between the total

minimum lease payments , initial direct costs, non-guaranteed residual value and sum of the

present value as the unrealized financing income; the unrealized financing income shall be

distributed to each period over the lease term; adopt the actual interest rate to calculate the current

financial income; Contingent rents shall be charged as expenses in the periods in which they are

incurred.

32. Other significant accounting policies and estimates

(1) Measurement of fair value

Fair value refers to the price received from selling any asset or paid for transferring any liability in

the orderly transactions that occur on the measurement date of the market participants. The Group

should consider the characteristics of the assets or liabilities when measuring the relevant assets or

liabilities by fair value; to suppose the transactions of selling or transferring the assets on the

measurement date by the market participants is the orderly transactions under the conditions of the

current market; to suppose the orderly transaction of selling or transferring the assets is executing

in the market of the relevant assets or liabilities; to suppose the transaction is executing in the

most favorable market of the relevant assets or liabilities if there is no any main market. The

Group adopts the advice used when pricing the assets or liabilities for realizing the maximum of

the economy benefits by the market participants.

The Group judges the fair value of initial recognition whether is equal to the transaction price

according to the characteristics of the relevant assets or liabilities with transaction nature etc.; if

the transaction price and fair value is not equal, should include the relevant gains or losses in the

current gains and losses except for those stipulated by other relevant ASBE.

The Group adopts the assessment technology which adapt to the current conditions with sufficient

available data and other information support, and the assessment technology mainly including the

market method, equity method and cost method. In the application of the assessment technology,

the Group should prefer the relevant observable input value and only when the relevant observable

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input value could not be required or required the not feasible value, could use the not observable

input value.

The input value used for the fair value measurement is divided into three levels and the first level

of the input value is initially used, then come to the second level and the third one the last. The

first level input value is the quotation acquired from the activa market of the same assets or

liabilities that had not be adjusted; the second input value is the input value could be directly or

indirecly observed of the relevant assets or liabilities except for the first level input value; the third

level input value is the not observable input value of the relevant assets or liabilities.

The Group measures the non-financial assets by fair value by considering the ability of the market

participants when using the assets for the best purpose for causing the economy benefits or the

ability to sell the assets to the other market participants which can use them with the best purpose

for causing the economy benefits. The Group supposes to transfer the liabilities to other market

participants on the measurement date and the liabilities would be continue to exist after the

transfer as well as to be as the market participants of the transfees to execute the obligation when

measuring the liabilities by fair value. The Group supposes to transfer the self equity instruments

to other market participants on the measurement date and the self equity instruments would be

continue to exist after the transfer as well as to acquire the relevant rights and to undertake the

relevant obligations as the market participants of the transfees.

(2) Operation termination

Operation termination refers to the compose part that meet with one of the following conditions

which had been disposed by the Group or be classified to held-to-sold as well as could be

individually distinguished in operating and compiling the financial statement: ① the compose

part represents an individual main business or a main operation area; ② the compose part is a

part intends to dispose and plan an individual main business or a main operation area; ③ the

compose part is a subsidiary which be acquired only for resold.

(3) Segmental report

The Group recognizes the operating segments according to the internal organization structure, the

management requirements and the internal report system and recognizes the reporting segments

and discloses the segmental information according base on the operating segments.

Operating segments refer to the compose parts of the Group which meet with the following

conditions at the same time: (1) the compose part could cause revenues and expenses in the daily

activities; (2) the management layer could periodically evaluate the operation results of the

compose part and base which to distribute the resources and evaluate the performance;(3) the

Group could acquire the relevant accounting information of the financial conditions, operation

results and the cash flows of the compose part. If two or more operating segments own the similar

economy characteristics and meet with certain conditions, could be combining as an operating

segment.

(4) Quality margin

According to the regulations of the construction contact, the Group should execute the retention of

the quality margin for construction organizations and should include which into the “accounts

payable” and to pay according to the actual situation and the contacts agreement after the

guarantee period.

(5) Maintenance funds

The received public maintenance funds for the entrusted management of the owner from the

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property management company of the Group should be included in the “non-current liabilities”,

which were specially used for the maintenance and updating for the residential common areas,

common equipments and the communal facilities of the realty management area.

33. Changes in main accounting policies and estimates

(1) Change of accounting policies

□ Applicable √ Inapplicable

(2) Change of main accounting estimates

□ Applicable √ Inapplicable

34. Other

Inapplicable

VI. Taxation

1. Main taxes and tax rate

Category of taxes Tax basis Tax rate

VAT Operating revenue 3%, 6%, 17%

Business tax Operating revenue 3%, 5%

Urban maintenance and construction tax Turnover tax payable 1%, 7%

Enterprise income tax Taxable income 15%, 16.5%, 20%, 25%

Education surtax Turnover tax payable 3%

Local education surtax Turnover tax payable 2%

Levee fee Operating revenue 0.01%

Added amount from transfer of real Four progressive levels with the tax rate

Land value appreciation tax

property ranging from 30% to 60%

Notes of the disclosure situation of the taxpaying bodies with different enterprises income tax rate

Name Income tax rate

Chongqing Shenzhen International Trade Center Property

15%

Management Co., Ltd.

Chongqing Aobo Elevator Co., Ltd. 20%

Subsidiaries registered in Hong Kong area 16.5%

Other taxpaying bodies within the consolidated scope 25%

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

2. Tax preference

According to the regulations of No. 2, Property Service of No. 37, Commercial Service among the

encouraging category of the Guidance Catalogue of Industry Constructure Adjustment (Y2011),

the western industry met with the conditions should be collected the corporate income tax

according to 15% of the tax rate. The subsidiary of the Group Chongqing Shenzhen International

Trade Center Property Management Co., Ltd. had be regarded as the western enterprise of the

property service by Local Taxation Bureau of Chongqing Jiulong District on 4 May 2014, and had

be collected the corporate income tax according to 15% of the tax rate.

According to the regulations of the notice of the income tax preferential policies of the s

mall low-profit enterprises issued by SAT of CS [2015] No. 34, from 1 Jan. 2015 to 31

Dec. 2017, as for those small low-profit enterprises with the annual after-tax amount lowe

r than RMB0.2 million (including RMB0.2 million), of which 50% of the revenues should

be included into the taxable income and should be collected the corporate income tax ac

cording to 20% of the tax rate.

3. Other

Inapplicable

VII. Notes on major items in consolidated financial statements of the Company

1. Monetary funds

Unit: RMB Yuan

Item Closing balance Opening balance

Cash on hand 208,170.99 199,841.15

Bank deposits 930,987,796.17 806,458,046.62

Other monetary funds 14,544,008.61 2,305,488.91

Total 945,739,975.77 808,963,376.68

Of which: the total amount deposited

50,515,270.67 46,940,545.88

overseas

Other notes

The restricted L/G deposits used at the period-end were the cash deposits paid by the subsidiary of

the Company-Dongguan International Trade Center Changsheng Property Development Co., Ltd.

by entrusting the commercial bank to issue the Commercial Housing Quality Guarantee Letter.

Owning the subsidiary of the Company-Dongguan International Trade Center Changsheng

Property Development Co., Ltd. was the real estate development enterprise with provisional

qualification, when handling the application of the pre-sale permit of the commercial residential

housing should submit the quality guarantee letter of the commercial residential housing after the

liquidation situation such as the enterprise bankruptcy and dissolution. The guarantee letter was

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

the irrepealably commercial residential quality guarantee letter, of which the guarantee period of

RMB1,468,870.00 was from 30 Jun. 2015 to 31 Dec. 2020 and the guarantee period of the

remained RMB10,933,290.00 was from 1 Jul. 2015 to 31 Dec. 2020.

2. Financial assets measured by fair value and the changes be included in the current gains

and losses

Unit: RMB Yuan

Item Closing balance Opening balance

Other notes:

3. Derivative financial assets

□ Applicable √ Inapplicable

4. Notes receivable

(1) Notes receivable listed by category

Unit: RMB Yuan

Item Closing balance Opening balance

(2) Notes receivable pledged by the Company at the period-end

Unit: RMB Yuan

Item Amount

(3) Notes receivable which had endorsed by the Company or had discounted and had not

due on the balance sheet date at the period-end

Unit: RMB Yuan

Amount of recognition termination at the Amount of not terminated recognition at

Item

period-end the period-end

(4) Notes transferred to accounts receivable because drawer of the notes fails to executed the

contract or agreement

Unit: RMB Yuan

Amount of the notes transferred to accounts receivable at the

Item

period-end

Other notes

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

5. Accounts receivable

(1) Accounts receivable disclosed by category

Unit: RMB Yuan

Closing balance Opening balance

Book balance Bad debt provision Book balance Bad debt provision

Category Withdra

Book

Proportio wal Proportio Withdrawal Book value

Amount Amount value Amount Amount

n proportio n proportion

n

Accounts receivable

with significant

102,216, 102,216, 107,016 107,016,1

single amount with 70.30 100.00 77.64% 100.00%

173.89 173.89 ,173.89 73.89

bad debt provision

separately accrued

Accounts receivable

withdrawn bad debt

41,288,5 2,516,36 38,772,14 28,933, 2,348,398 26,585,132.

provision according 28.40 6.09 20.99% 8.12%

06.76 0.35 6.41 530.20 .08 12

to credit risks

characteristics

Accounts receivable

with insignificant

single amount for 1,884,02 1,884,02 1,884,0 1,884,022

1.30 100.00 1.37% 100.00%

which bad debt 2.38 2.38 22.38 .38

provision separately

accrued

145,388, 106,616, 38,772,14 137,833 111,248,5 26,585,132.

Total 100.00 73.33 100.00% 80.71%

703.03 556.62 6.41 ,726.47 94.35 12

Accounts receivable with significant single amount for which bad debt provision separately accrued at the

period-end:

√Applicable □ Inapplicable

Unit: RMB Yuan

Accounts receivable Closing balance

(classified by units) Accounts receivable Bad debt provision Proportion Reason

Involved in lawsuit and

Shenzhen Jiyong

no executable property,

Properties & Resources 93,811,328.05 93,811,328.05 100.00%

and see details in Notes

Development Company

(XII) 2 (1)

Shenzhen Tewei Industry 2,836,561.00 2,836,561.00 100.00% Uncollectible for a long

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Co., Ltd. period

Poor operating

Shenzhen Lunan Industry

2,818,284.84 2,818,284.84 100.00% conditions, uncollectible

Development Co., Ltd.

for a long period

Uncollectible for a long

Zhou Tanjin 2,750,000.00 2,750,000.00 100.00%

period

Total 102,216,173.89 102,216,173.89 -- --

In the groups, accounts receivable adopting aging analysis method to withdraw bad debt provision:

√ Applicable □ Inapplicable

Unit: RMB Yuan

Closing balance

Aging

Accounts receivable Bad debt provision Withdrawal proportion

Subitem within 1 year

Within 1 year 38,918,893.83 1,167,937.44 3.00%

Subtotal within 1 year 38,918,893.83 1,167,937.44 3.00%

1 to 2 years 263,749.39 26,374.93 10.00%

2 to 3 years 1,025,783.92 307,735.18 30.00%

3 to 4 years 113,573.39 56,786.70 50.00%

4 to 5 years 44,900.63 35,920.50 80.00%

Over 5 years 921,605.60 921,605.60 100.00%

Total 41,288,506.76 2,516,360.35 6.09%

Notes of the basis of recognizing the group:

The basic of recognizing the group refers to Notes V. 11 of Section X. of the report.

In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision

□ Applicable √ Inapplicable

In the groups, accounts receivable adopting other methods to accrue bad debt provision:

Inapplicable

(2) Accounts receivable withdraw, reversed or collected during the reporting period

The withdrawal amount of the bad debt provision during the reporting period was of RMB167,962.27; the amount

of the reversed or collected part during the reporting period was of RMB4,800,000.00.

Of which the significant amount of the reversed or collected part during the reporting period:

Unit: RMB Yuan

Name of the units Reversed or collected amount Method

Total 4,800,000.00 --

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

(3) The actual write-off accounts receivable

Unit: RMB Yuan

Item Amount

0.00

Of which the significant actual write-off accounts receivable:

Unit: RMB Yuan

Whether occurred

Name of the units Nature Amount Reason Process from the related

transactions

Total -- 0.00 -- -- --

Notes of the write-off the accounts receivable:

There was no write-off the accounts receivable.

(4) Top 5 of the closing balance of the accounts receivable colleted according to the arrears

party

Name of units Closing balance Proportion of the total year Closing balance of bad

end balance of the accounts debt provision

receivable (%)

Shenzhen Jiyong Properties & Resources

Development Company 93,811,328.05 64.52 93,811,328.05

Huawei Technologies Co Ltd 10,325,622.57 309,768.68

7.10

2,836,561.00 2,836,561.00

Shenzhen Tewei Industry Co., Ltd.

1.95

Shenzhen Lunan Industry Development 2,818,284.84 2,818,284.84

Co., Ltd. 1.94

2,750,000.00 2,750,000.00

Zhou Tanjin

1.89

Total

112,541,796.46 77.40 102,525,942.57

(5) Account receivable which terminate the recognition owning to the transfer of the

financial assets

Inapplicable

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

(6) The amount of the assets and liabilities formed by the transfer and the continues

involvement of accounts receivable

Inapplicable

Other notes:

Inapplicable

6. Prepayment

(1) List by aging analysis:

Unit: RMB Yuan

Closing balance Opening balance

Aging

Amount Proportion Amount Proportion

Within 1 year 20,734,383.56 72.97% 24,605,664.84 94.68%

1 to 2 years 6,602,570.30 23.24% 1,374,527.95 5.29%

2 to 3 years 1,070,523.28 3.77% 8,600.00 0.03%

Over 3 years 8,256.29 0.02% 1,039.45

Total 28,415,733.43 -- 25,989,832.24 --

Notes of the reasons of the prepayment ages over 1 year with significant amount but failed settled in time:

(2) Top 5 of the closing balance of the prepayment colleted according to the prepayment

target

Top 5 of the closing balance of the prepayment were as follows:

Name of the unit Closing balance Proportion of the total year end balance of the

accounts receivable (%)

Prepayment of taxes 19,900,230.79 70.03

Name of the unit Closing balance Proportion of the total year end balance of the

accounts receivable (%)

Shenzhen Guangan Firefighting & Decoration 243,124.00 0.86

Engineering Co., Ltd.

Jinan Central District Housing Security and Land and 127,142.20 0.45

Property Management Authority

Shenzhen Institute of Building Research Co., Ltd. 40,000.00 0.14

Total 27,963,590.57 98.41

Notes 1: According to the regulations of the Enforcement Regulation of the Provisional

Regulations of the Business Tax to transfer the land use right or to sell the real estate, and for

those adopting the prepayment (including receiving the deposits in advance) method, the

occurrence time of the rateability was the date receiving the prepayments. The surplus prepay

taxes of the Company was the taxes such as the property prepayments had not reached the revenue

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

recognition conditions and the business taxes, urban construction taxes, education surtaxes that

paid in advance.

Notes 2: Social security charges in building industry refer to the social security expenses the

construction enterprises pay for the employees such as the endowment insurance, medical

insurance, unemployment insurance, work-related injury insurance and maternity insurance

(including Individual pay part). Take the engineering project as unit, to execute the unified

payment standard, to collect uniformly from the construction units and uniformly settled by the

construction enterprises.

Other Notes:

7. Interest receivable

(1) Category of interest receivable

Unit: RMB Yuan

Item Closing balance Opening balance

(2) Significant overdue interest

Whether occurred

Borrower Closing balance Overdue time Reason impairment and its

judgment basis

Other notes:

Inapplicable

8. Dividend receivable

(1) Dividend receivable

Unit: RMB Yuan

Item (or investees) Closing balance Opening balance

(2) Significant dividend receivable aged over 1 year

Unit: RMB Yuan

Whether occurred

Item (or investees) Closing balance Aging Reason impairment and its

judgment basis

Other notes:

Inapplicable

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

9. Other accounts receivable

(1) Other accounts receivable disclosed by category

Unit: RMB Yuan

Closing balance Opening balance

Book balance Bad debt provision Book balance Bad debt provision

Category Withdra

Book

Proportio wal Proportio Withdrawal Book value

Amount Amount value Amount Amount

n proportio n proportion

n

Accounts receivable

with significant

90,718,7 87,150,3 3,568,421 92,351, 92,351,15

single amount with 75.46% 96.07% 76.80% 100.00%

39.20 17.92 .28 159.68 9.68

bad debt provision

separately accrued

Accounts receivable

withdrawn bad debt

19,789,4 11,738,3 8,051,082 18,187, 11,549,19 6,638,425.2

provision according 16.46% 59.32% 15.12% 63.50%

22.31 40.12 .19 620.34 5.09 5

to credit risks

characteristics

Accounts receivable

with insignificant

single amount for 9,711,26 9,711,26 9,717,2 9,717,262

8.08% 100.00% 8.08% 100.00%

which bad debt 2.51 2.51 62.51 .51

provision separately

accrued

120,219, 108,599, 11,619,50 120,256 113,617,6 6,638,425.2

Total 100.00% 90.33% 100.00% 94.48%

424.02 920.55 3.47 ,042.53 17.28 5

Other accounts receivable with significant single amount for which bad debt provision separately accrued at the

period-end

√ Applicable □ Inapplicable

Unit: RMB Yuan

Other accounts Closing balance

receivable (classified by Other accounts

Bad debt provision Withdrawal proportion Reason

units) receivable

No payed assets

Gintian Industry (Group) according to the

56,600,000.00 53,031,578.72 93.70%

Co., Ltd. creditors’ reorganization

plan

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Anhui Nanpeng Unrecoverable for a long

8,047,712.00 8,047,712.00 100.00%

Papermaking Co., Ltd. term

Shenzhen Shengfenglu,

No executable finance

GUOMAO Jewel & Gold 6,481,353.60 6,481,353.60 100.00%

and difficult to recover

Co., Ltd.

Shanghai Yutong Real

Difficult to recover the

estate development Co., 5,676,000.00 5,676,000.00 100.00%

lawsuit judgment

Ltd.

Unrecoverable for a long

Wuliangye Restaurant 5,523,057.70 5,523,057.70 100.00%

term

Hong Kong Yueheng Unrecoverable for a long

3,271,837.78 3,271,837.78 100.00%

Development Co., Ltd. term

Dameisha Tourism Projects construction ce

2,576,445.69 2,576,445.69 100.00%

Center ased

Projects construction

Elevated Train Project 2,542,332.43 2,542,332.43 100.00%

ceased

Total 90,718,739.20 87,150,317.92 -- --

In the groups, other accounts receivable adopting aging analysis method to accrue bad debt provision:

√Applicable □ Inapplicable

Unit: RMB Yuan

Closing balance

Aging

Other accounts receivable Bad debt provision Withdrawal proportion

Subitem within 1 year

Within 1 year (including 1 year) 5,378,303.53 161,349.08 3.00%

Subtotal within 1 year 5,378,303.53 161,349.08 3.00%

1 to 2 years 1,992,771.46 199,277.15 10.00%

2 to 3 years 1,089,014.70 326,704.39 30.00%

Over 3 years 518,494.02 259,247.01 50.00%

3 to 4 years 95,380.55 76,304.44 80.00%

4 to 5 years 10,715,458.05 10,715,458.05 100.00%

Over 5 years 19,789,422.31 11,738,340.12 59.32%

Notes of the basis of recognizing the group:

The basis recognizing the group refers to Notes V. 11 of Section X of the report.

In the groups, other accounts receivable adopting balance percentage method to withdraw bad debt provision

□ Applicable √ Inapplicable

In the groups, other accounts receivable adopting other methods to accrue bad debt provision:

□ Applicable √ Inapplicable

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

(2) Accounts receivable withdraw, reversed or collected during the reporting period

The withdrawal amount of the bad debt provision during the reporting period was of RMB185,960.87; the amount

of the reversed or collected part during the reporting period was of RMB3,574,421.28.

Of which the significant amount of the reversed or collected part during the reporting period:

Unit: RMB Yuan

Name of units Reversed or collected amount Method

Gintian Industry (Group) Co., Ltd. 3,568,421.28 Debt-to-equity swap

Total 3,568,421.28 --

The reserve was according to the creditors’ reorganization plan.

(3) The actual write-off other accounts receivable

Unit: RMB Yuan

Item Amount

Of which the significant write-off other accounts receivable:

Unit: RMB Yuan

Whether occurred

Name of units Nature Amount Reason Process from the related

transactions

Total -- 0.00 -- -- --

Notes of write-off other accounts receivable:

There was no write-off other accounts receivable.

(4) Other accounts receivable classified by the nature of accounts

Unit: RMB Yuan

Nature Closing book balance Opening book balance

Margin 12,540,024.90 10,175,218.68

Pretty cash borrowing 772,557.45 507,093.70

Accounts receivable of the related

9,985,704.65 12,337,357.13

companies

Accounts receivable of the non-related

96,921,137.02 97,236,373.02

companies

Total 120,219,424.02 120,256,042.53

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

(5) Top 5 of the closing balance of the other accounts receivable colleted according to the

arrears party

Unit: RMB Yuan

Proportion of the

total year end Closing balance of

Name of units Nature Closing balance Aging balance of the bad debt provision

accounts receivable

(%)

Accounts receivable

Gintian Industry

of the non-related 56,600,000.00 Over 5 years 47.08% 53,031,578.72

(Group) Co., Ltd.

companies

Anhui Nanpeng Accounts receivable

Papermaking Co., of the related 8,047,712.00 Over 5 years 6.69% 8,047,712.00

Ltd. companies

Shenzhen

Accounts receivable

Shengfenglu,

of the non-related 6,481,353.60 Over 5 years 5.39% 6,481,353.60

GUOMAO Jewel &

companies

Gold Co., Ltd.

Shanghai Yutong

Accounts receivable

Real estate

of the non-related 5,676,000.00 Over 5 years 4.72% 5,676,000.00

development Co.,

companies

Ltd.

Accounts receivable

Shenzhen Wuliangye

of the non-related 5,523,057.70 Over 5 years 4.59% 5,523,057.70

Restaurant

companies

Total -- 82,328,123.30 -- 68.48% 78,759,702.02

(6) Accounts receivable involved with government subsidies

Unit: RMB Yuan

Project of government Estimated received time,

Name of units Closing balance Closing age

subsidies amount and basis

Total -- 0.00 -- --

Inapplicable

(7) Other account receivable which terminate the recognition owning to the transfer of the

financial assets

Inapplicable

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

(8) The amount of the assets and liabilities formed by the transfer and the continues

involvement of other accounts receivable

Inapplicable

Other notes:

Inapplicable

10. Inventory

(1) Category of inventory

Unit: RMB Yuan

Closing balance Opening balance

Item Falling price Falling price

Book balance Book value Book balance Book value

reserves reserves

Raw materials 1,602,571.24 529,191.39 1,073,379.85 1,693,606.29 542,130.04 1,151,476.25

Inventory goods 54,087.62 54,087.62 48,639.56 48,639.56

Low-value consumption

116,472.20 116,472.20 258,564.20 258,564.20

goods

Products held for

real estate 121,070,697.97 6,648,404.13 114,422,293.84 118,834,981.63 6,648,404.13 112,186,577.50

development

Completed

315,453,876.53 315,453,876.53 141,326,022.02 141,326,022.02

properties for sale

Properties under

2,135,119,545.31 99,897,376.50 2,035,222,168.81 2,068,501,391.67 2,068,501,391.67

development

Total 2,573,417,250.87 107,074,972.02 2,466,342,278.85 2,330,663,205.37 7,190,534.17 2,323,472,671.20

(2) Falling price reserves of inventory

Unit: RMB Yuan

Increased amount Decreased amount

Item Opening balance Reverse or Closing balance

Withdrawal Other Other

write-off

Raw materials 542,130.04 -12,938.65 529,191.39

Land to be deve

6,648,404.13 6,648,404.13

loped

Properties under 99,897,376.50 99,897,376.50

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

development

Total 7,190,534.17 99,884,437.85 107,074,972.02

(3) Notes of the closing balance of the inventory which includes capitalized borrowing

expenses

The closing balance of the inventory included the total amount of the capitalized borrowings was

of RMB84,253,102.56.

(4) Completed unsettled assets formed from the construction contact at the period-end

Unit: RMB Yuan

Item Amount

Accumulative occurred cost 0.00

Accumulative recognized gross margin 0.00

Less: estimated losses 0.00

Amount had executed settlement 0.00

Other notes:

Specific details of the inventories were as follows:

A. Land to be developed

Item Closing balance

Book balance Falling price reserve Book value

Hainan Qiongshan Land 6,648,404.13 6,648,404.13

Fuchang Phase II Land 5,940,627.11 5,940,627.11

Shenhui Garden Land 36,824,440.89 36,824,440.89

Shenzhen Properties & 71,657,225.84 71,657,225.84

ResourcesBanshan Yujing Phase

II Land

Total 121,070,697.97 6,648,404.13 114,422,293.84

Item Opening balance

Book balance Falling price Book value

reserve

Hainan Qiongshan Land 6,648,404.13 6,648,404.13

Fuchang Phase II Land 5,895,627.11 5,895,627.11

Shenhui Garden Land 36,682,840.89 36,682,840.89

Shenzhen Properties & ResourcesBanshan Yujing 69,608,109.50 69,608,109.50

Phase II Land

Total 118,834,981.63 6,648,404.13 112,186,577.50

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

B. Properties under development

Item Start time Estimate Estimated total Period-end Year-begin

d investment

completi Book balance Capitalized interest Book balance Capitalized interest

balance balance

on time

Shenzhen 2011.09 2016.12 645,146,600.00 498,973,613.05 27,205,315.95 450,741,685.32 27,205,315.95

Properties &

ResourcesBan

shanyujing

Phase I

Shenzhen 2013.04 2015.06 392,186,872.53 10,446,911.43

Properties &

ResourcesHu

panyujing

Phase I

Shenzhen 2015.08 2017.08 653,380,000.00 440,834,282.15 372,672,889.65

Properties &

ResourcesHu

panyujing

Phase II

Shenzhen 2014.02 2016.10 799,200,000.00 448,310,252.81 10,944,354.97 315,161,554.23 6,394,471.23

Properties &

ResourcesQia

nhai Harbor

Shenzhen 2014.03 2018.12 1,521,400,000.0 146,379,982.82 3,858,872.36 111,310,253.41 2,267,136.76

Properties & 0

ResourcesJinl

ing Holiday

Shenzhen 2012.01 2016.12 895,230,000.00 600,621,414.48 30,357,575.40 426,428,136.53 17,022,072.09

Properties &

ResourcesSon

ghu Langyuan

Total 2,135,119,545.3 72,366,118.68 2,068,501,391.6 63,335,907.46

1 7

C. Completed properties for sale

Item Completion Opening Increase Decrease Closing balance Falling

time balance price

reserve

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

International Trade Center 1995.12 7,372,250.95 7,372,250.95

Plaza

Huangyuyuan A Area 2001.06 790,140.58 790,140.58

Podium Building of 1999.11 6,421,447.63 5,775,914.98 645,532.65

Fuchang Building

2010.06 692,134.84 692,134.84

Shenzhen Properties &

ResourcesXihua Town

2012.12 118,828,569.47 317,942.24 91,991,919.11 27,154,592.60

Shenzhen Properties &

ResourcesLangqiao

International

2013.03 4,470,745.52 308,792.87 4,779,538.39

Shenzhen Properties &

ResourcesCaitianyise

Shenzhen Properties & 2015.06 413,694,461.80 137,645,969.92 276,048,491.88

ResourcesHupan Yujing

Phase I

Other projects 2,750,733.03 2,750,733.03

Total 141,326,022.02 414,321,196.91 240,193,342.40 315,453,876.53

11. Assets divided as held-to-sold

Unit: RMB Yuan

Estimated disposal

Item Closing book value Fair value Estimated disposal time

expense

Other notes:

Inapplicable

12. Non-current assets due within 1 year

Unit: RMB Yuan

Item Closing balance Opening balance

Other notes:

Inapplicable

13. Other current assets

Unit: RMB Yuan

Item Closing balance Opening balance

1. Property receivable of F14, F15 of

174,382,120.00

Longyuan Chuangzhan Building

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

2. Original value of the assets group held

69,437,140.28 69,437,140.28

to distribute to the owners-Hainan Xinda

Impairment provision of the assets group

held to distribute to the owners-Hainan -69,437,140.28 -69,437,140.28

Xinda

3. Original value of the assets group held

6,034,625.03

to cancel after verification

Depreciation reserves of the assets group

-6,034,625.03

held to cancel after verification

Total 174,382,120.00

Other notes:

Notes 1: as for the situation of the property receivable of F14, F15 of Longyuan Chuangzhan

Building, please refer to Notes XIV. 2 of Section X. Financial Report.

Notes 2: Assets group held to distribute to the owners-Hainan Xinda were the assets from the

calculation of the original long-term equity investment and the other accounts receivable of the

Company after the 2014 bankruptcy liquidation process of the original subsidiary of the

Company-Hainan Xinda Development Corporation and had reported as the other current assets

since 2014 with the specific assets list as follows:

Original calculation subjects Original value Depreciation reserves Net value

Long-term equity investment 20,000,000.00 20,000,000.00

Other accounts receivable 49,437,140.28 49,437,140.28

Total 69,437,140.28 69,437,140.28

Up to the period-end, the bankruptcy and liquidation administrator had not found out the

available-for-cash property of Hainan Xinda Development Corporation with the bankruptcy and

liquidation process was under executon.

Notes 3: Assets group held to cancel after verification were the long-term equity investment and

the other accounts receivable of the original associated enterprise-Shenzhen International Trade

Center Industrial Development Co., Ltd.. The enterprise had been written off by the bankruptcy

and liquidation administrator in Apr. 2015 and owning to the cancellation and verification process

had not been complete, the above assets were reported as the other current assets since 2015 with

the specific assets list as follows:

Original calculation subjects Original value Depreciation reserves Net value

Long-term equity investment 3,682,972.55 3,682,972.55

Other accounts receivable 2,351,652.48 2,351,652.48

Total 6,034,625.03 6,034,625.03

14. Available-for-sale financial assets

(1) List of available-for-sale financial assets

Unit: RMB Yuan

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Closing balance Opening balance

Item Depreciation Depreciation

Book balance Book value Book balance Book value

reserves reserves

Available-for-sale equity

32,501,237.68 18,001,237.68 14,500,000.00 38,398,429.06 19,905,429.06 18,493,000.00

instruments

Measured by fair value 6,153,300.45 2,160,300.45 3,993,000.00

Measured by cost 32,501,237.68 18,001,237.68 14,500,000.00 32,245,128.61 17,745,128.61 14,500,000.00

Total 32,501,237.68 18,001,237.68 14,500,000.00 38,398,429.06 19,905,429.06 18,493,000.00

(2) Available-for-sale financial assets measured by fair value at the period-end

Unit: RMB Yuan

Available-for-sale equity Available-for-sale debt

Category Total

instruments instruments

Cost of the equity

instruments/amortized

0.00

cost of the liabilities

instruments

Fair value 0.00

Changed amount of the

fair value accumulatively

0.00

included in other

comprehensive income

Withdrawn impairment

0.00

amount

(3) Available-for-sale financial assets measured by cost at the period-end

Unit: RMB Yuan

Book balance Impairment provision Shareholdi Cash

ng bonus of

Investee Period-beg Period-beg proportion the

Increase Decrease Period-end Increase Decrease Period-end

in in among the reporting

investees period

North

Machinery 3,465,000. 3,465,000. 3,465,000. 3,465,000.

12.66%

(Group) 00 00 00 00

Co., Ltd.

Guangdon 8,780,645. 8,780,645. 8,780,645. 8,780,645.

8.47%

g Huayue 20 20 20 20

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Real

Estate Co.,

Ltd.

Shenzhen

Internation

al Trade

8,500,000. 8,500,000.

Center 100.00%

00 00

Petroleum

Company

Limited

Guangzho

u

6,000,000. 6,000,000.

Lishifeng 30.00%

00 00

Automobil

e Co., Ltd.

Sanya East

1,350,000. 1,350,000. 1,350,000. 1,350,000.

Travel 0.28%

00 00 00 00

Co., Ltd.

Shensan

17,695.09 17,695.09 17,695.09 17,695.09

Co., Ltd.

Macao

Huashen

76,592.24 4,747.57 81,339.81 76,592.24 4,747.57 81,339.81 10.00%

Enterprise

Co., Ltd.

Chongqing

Guangfa

Real estate 2,324,085. 2,468,143. 2,324,085. 2,468,143.

144,058.52 144,058.52 27.25%

developme 20 72 20 72

nt Co.,

Ltd.

Saipan 1,731,110. 1,838,413. 1,731,110. 1,838,413.

107,302.98 107,302.98 30.00%

Project 88 86 88 86

32,245,128 32,501,237 17,745,128 18,001,237

Total 256,109.07 256,109.07 -- 0.00

.61 .68 .61 .68

(4) Changes of the impairment of the available-for-sale financial assets during the reporting

period

Unit: RMB Yuan

Available-for-sale equity Available-for-sale debt Foreign currency

Category Total

instruments instruments statement translation

138

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Balance of the withdrawn

impairment at the 19,905,429.06 19,905,429.06

period-begin

Withdrawal amount 256,109.07 256,109.07

Decreased amount 2,160,300.45 2,160,300.45

Balance of the withdrawn

impairment at the 17,745,128.61 256,109.07 18,001,237.68

period-end

(5) Relevant notes of the fair value of the available-for-sale equity instruments which

seriously fell or temporarily fell but not withdrawn the impairment provision

Unit: RMB Yuan

Item of

Falling range of Withdrawn Reason of not

available-for-sale Fair value of the Continued falling

Investment cost the fair value amount of withdrawn the

equity period-end time (month)

against the cost impairment impairment

instruments

Total 0.00 0.00 -- -- 0.00 --

Other notes

Notes 1: The reason of the changes of the long-term equity investment of Macau Huashen

Investment Co., Ltd., Saipan Project and Chongqing Guangfa Housing Development Co., Ltd. and

the impairment provision was occurred owing to the discount of the foreign currency statement.

Notes 2: The Company had not dispatched any personnel to serve in Guangzhou Lishifeng

Automobile Co., Ltd., Chongqing Guangfa Housing development Co., Ltd. and Saipan Company,

although the share holding proportion was more than 20% but lower than 50%, it had no any

significant influence and be recognized as the available for sale financial assets according to the

cost measurement.

Notes 3: In Jan. 2008, Shenzhen International Trade Center Automobile Industry Co., Ltd. and

Shenzhen Guanghong Investment Co., Ltd. signed the Operation Contacts of the Gas Station

Leasing, which agreed to the leasing the assets and equity as well as the operating management

power such as the land of the gas station, refueling tent, operating houses, dormitory and facility

instrument of gas station of the Shenzhen Shenzhen International Trade Center Petroleum Co., Ltd.

(Shenzhen Shenzhen International Trade Center Automobile Industry Co., Ltd. held 100% equity

of it) by Shenzhen Guanghong Investment Co., Ltd. and be operated by the later with the leasing

period of 15 years. Since the starting date of the operating and leasing, the Company no more

execute the control on Shenzhen Shenzhen International Trade Center Petroleum Co., Ltd., and

thus no more include it in the scope of the consolidation financial statement according to the

regulations of the ASBE.

Notes 4: The decrease of the equity investments calculated by fair value during the reporting

period was due to the disposal.

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

15. Investment held-to-maturity

(1) List of investment held-to-maturity

Unit: RMB Yuan

Closing balance Opening balance

Item Impairment Impairment

Book balance Book value Book balance Book value

provision provision

Total 0.00 0.00 0.00 0.00

(2) Significant held-to-maturity investment at the period-end

Unit: RMB Yuan

Bond item Par value Nominal interest rate Actual interest rate Due date

Total 0.00 -- -- --

(3) Re-classified held-to-maturity investment during the reporting period

Inapplicable

Other notes

Inapplicable

16. Long-term accounts receivable

(1) List of long-term accounts receivable

Unit: RMB Yuan

Closing balance Opening balance

Discount rate

Item Bad debt Bad debt

Book balance Book value Book balance Book value range

provision provision

Total 0.00 0.00 0.00 0.00 --

(2) Long-term accounts receivable which terminate the recognition owning to the transfer of

the financial assets

Inapplicable

(3) The amount of the assets and liabilities formed by the transfer and the continues

involvement of long-term accounts receivable

Inapplicable

Other notes

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Inapplicable

17. Long-term equity investment

Unit: RMB Yuan

Increase/decrease

Closing

Gains and Adjustme

Cash Withdraw balance

Additiona losses nt of

Opening Reduced Changes bonus or al of Closing of

Investees l recognize other

balance investmen of other profits impairme Other balance impairme

investmen d under comprehe

t equity announce nt nt

t the equity nsive

d to issue provision provision

method income

I. Joint ventures

Jifa

Warehous 29,880,87 908,463.5 30,789,34

e Co., 8.39 9 1.98

Ltd.

Shenzhen

Tian’an

Internatio

nal

3,008,061 728,774.4 3,736,835

Building

.02 1 .43

Property

Managem

ent Co.,

Ltd.

32,888,93 1,637,238 34,526,17

Subtotal

9.41 .00 7.41

II. Associated enterprises

Shenzhen

Wufang

Pottery & 18,983,61 18,983,61 18,983,61

Porcelain 4.14 4.14 4.14

Industrial

Co., Ltd.

Shenzhen 3,682,972 -3,682,97

Internatio .55 2.55

141

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

nal Trade

Center

Industrial

Develop

ment Co.,

Ltd.

Anhui

Nanpeng

13,824,00 13,824,00 13,824,00

Papermak

0.00 0.00 0.00

ing Co.,

Ltd.

36,490,58 -3,682,97 32,807,61 32,807,61

Subtotal

6.69 2.55 4.14 4.14

69,379,52 1,637,238 -3,682,97 67,333,79 32,807,61

Total

6.10 .00 2.55 1.55 4.14

Other notes

The decrease of the long-term equity investment of the Shenzen Shenzhen International Trade

Center Industrial Development Co., Ltd. was due to bankruptcy administrator written off which as

the assets held to cancel and verification that transferred into the current assets in Apr. 2015.

18. Investment property

(1) Investment property adopted the cost measurement mode

√ Applicable □ Inapplicable

Unit: RMB Yuan

Item Houses and buildings Land use right Construction in progress Total

I. Original book value

1. Opening balance 460,978,287.63 7,969,954.40 468,948,242.03

2. Increased amount

6,451,008.07 6,451,008.07

of the period

(1) Outsourcing

(2) Transfer of

inventory\fixed 6,451,008.07 6,451,008.07

assets\project under

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

construction

(3) Increased from

enterprise merger

3. Decreased

4,119,705.21 4,119,705.21

amount of the period

(1) Disposal

(2) Other transfer 4,119,705.21 4,119,705.21

4. Closing balance 463,309,590.49 7,969,954.40 471,279,544.89

II. Accumulative

depreciation and

accumulative

amortization

1.Opening balance 214,074,089.54 4,860,117.55 218,934,207.09

2. Increased amount

16,260,849.99 509,145.12 16,769,995.11

of the period

(1) Withdrawal or

16,260,849.99 509,145.12 16,769,995.11

amortization

3. Decreased

1,685,446.13 1,685,446.13

amount of the period

(1) Disposal

(2) Other transfer 1,685,446.13 1,685,446.13

4. Closing balance 228,649,493.40 5,369,262.67 234,018,756.07

III. Depreciation reserves

1.Opening balance

2. Increased amount

of the period

(1) Withdrawal

3. Decreased

amount of the period

(1) Disposal

(2) Other transfer

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

4. Closing balance

IV. Book value

1. Closing book

234,660,097.09 2,600,691.73 237,260,788.82

value

2. Opening book

246,904,198.09 3,109,836.85 250,014,034.94

value

(2) Investment property adopted fair value measurement mode

□ Applicable √ Inapplicable

(3) Details of investment property failed to accomplish certification of property

Unit: RMB Yuan

Item Book value Reason

Other notes

As for the investment property with restricted ownership, please refer to Notes VII. 76 and Notes

XIV. 2 (1) of Section X. Financial Report.

19. Fixed assets

(1) List of fixed assets

Unit: RMB Yuan

Houses and Transportation Electronic and Decoration of the

Item Total

buildings equipment other equipment fixed assets

1. Opening

balance

2. Increased

112,236,697.13 52,163,133.30 33,429,189.15 6,451,403.79 204,280,423.37

amount of the period

(1) Purchase 329,672.14 36,768,014.29 1,338,020.26 38,435,706.69

(2) Transfer of

project under 17,250.29 36,768,014.29 1,338,020.26 38,123,284.84

construction

3. Decreased

amount of the period

4. Closing

balance

1.Opening 312,421.85 312,421.85

144

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

balance

2. Increased

1,548,000.00 25,542,072.00 358,421.68 27,448,493.68

amount of the period

(1) Withdrawal 1,548,000.00 25,542,072.00 358,421.68 27,448,493.68

3. Decreased

amount of the period

(1) Disposal or

111,018,369.27 63,389,075.59 34,408,787.73 6,451,403.79 215,267,636.38

Scrap

4. Closing

balance

1.Opening

75,465,399.04 32,918,507.14 26,849,707.57 4,901,858.50 140,135,472.25

balance

4. Closing

3,546,363.72 9,357,842.69 1,697,759.77 422,003.40 15,023,969.58

balance

1. Closing book

3,546,363.72 9,357,842.69 1,697,759.77 422,003.40 15,023,969.58

value

2. Opening

book value

1. Opening

1,470,600.00 24,105,660.60 320,778.38 25,897,038.98

balance

2. Increased

1,470,600.00 24,105,660.60 320,778.38 25,897,038.98

amount of the period

(1) Purchase

(2) Transfer of

project under 77,541,162.76 18,170,689.23 28,226,688.96 5,323,861.90 129,262,402.85

construction

3. Decreased

amount of the period

4. Closing

75,717.16 75,717.16

balance

1.Opening

balance

2. Increased

amount of the period

(1) Withdrawal

3. Decreased

amount of the period

(1) Disposal or

145

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Scrap

4. Closing

balance

1.Opening

75,717.16 75,717.16

balance

4. Closing

balance

1. Closing book

33,477,206.51 45,218,386.36 6,106,381.61 1,127,541.89 85,929,516.37

value

2. Opening

36,771,298.09 19,244,626.16 6,503,764.42 1,549,545.29 64,069,233.96

book value

(2) List of temporarily idle fixed assets

Unit: RMB Yuan

Accumulative Impairment

Item Original book value Book value Notes

depreciation provision

Houses and

3,865,391.77 2,044,503.94 1,820,887.83

buildings

(3) Fixed assets leased in from financing lease

Unit: RMB Yuan

Accumulative

Item Original book value Impairment provision Book value

depreciation

(4) Fixed assets leased out from operation lease

Unit: RMB Yuan

Item Closing book value

(5) Details of fixed assets failed to accomplish certification of property

Unit: RMB Yuan

Item Book value Reason

Other notes:

146

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

20. Construction in progress

(1) List of construction in progress

Unit: RMB Yuan

Closing balance Opening balance

Item Depreciation Depreciation

Book balance Book value Book balance Book value

reserves reserves

(2) Changes of significant construction in progress

Unit: RMB Yuan

Of

Amount Proporti which:

Accumul

that on the Capitaliz

Other ative

transferr estimate amount ation rate

Estimate decrease amount

Name o f Opening Increase ed to Closing d of the Project of the of the Capital

d d amount of

item balance d amount fixed balance project progress capitaliz interests resources

number of the capitaliz

assets of accumul ed of the

period ed

the ative interests period

interests

period input of the

period

(3) List of the withdrawal of the impairment provision of the construction in progress

Unit: RMB Yuan

Item Withdrawn amount Reason

Other notes:

Inapplicable

21. Engineering material

Unit: RMB Yuan

Item Closing balance Opening balance

Notes:

Inapplicable

22. Liquidation of fixed assets

Unit: RMB Yuan

147

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Item Closing balance Opening balance

Notes:

Inapplicable

23. Productive biological assets

(1) Productive biological assets adopted cost measurement mode

□ Applicable √ Inapplicable

(2) Productive biological assets adopted fair value measurement mode

□ Applicable √ Inapplicable

24. Oil and gas assets

□ Applicable √ Inapplicable

25. Intangible assets

(1) List of intangible assets

Unit: RMB Yuan

Business license

Item Land use right Patent right Non-patent right Software Total

of the taxies

I. Original book

value

1. Opening

170,866,146.80 18,260.00 170,884,406.80

balance

2. Increased

amount of the

period

(1) Purchase

(2) Internal

R&D

(3) Enterprise

combination

increase

3. Decreased

148

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

amount of the

period

(1) Disposal

4. Closing

170,866,146.80 18,260.00 170,884,406.80

balance

II. Accumulated

amortization

1. Opening

71,073,559.77 18,260.00 71,091,819.77

balance

2. Increased

amount of the 7,152,503.04 7,152,503.04

period

(1) Withdrawal 7,152,503.04 7,152,503.04

3. Decreased

amount of the

period

(1) Disposal

4. Closing

78,226,062.81 18,260.00 78,244,322.81

balance

III. Depreciation

reserves

1. Opening

balance

2. Increased

amount of the

period

(1) Withdrawal

3. Decreased

amount of the

period

(1) Disposal

4. Closing

balance

149

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

IV. Book value

1. Closing

92,640,083.99 92,640,083.99

book value

2. Opening

99,792,587.03 99,792,587.03

book value

The proportion of the intangible assets formed from the internal R&D through the Company amount the balance of

the intangible assets at the period-end was 0.00%.

(2) Details of fixed assets failed to accomplish certification of land use right

Unit: RMB Yuan

Item Book value Reason

Notes:

26. R&D expenses

Unit: RMB Yuan

Opening Closing

Item Increased amount Decrease

balance balance

Other notes:

Inapplicable

27. Goodwill

(1) Original book value of goodwill

Unit: RMB Yuan

Name of the

investees or the

Opening balance Increase Decrease Closing balance

events formed

goodwill

(2) Impairment provision of goodwill

Unit: RMB Yuan

Name of the

investees or the

Opening balance Increase Decrease Closing balance

events formed

goodwill

Notes of the testing process of goodwill impairment, parameters and the recognition method of goodwill

150

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

impairment losses:

Inapplicable

Other notes:

Inapplicable

28. Long-term unamortized expenses

Unit: RMB Yuan

Amortization

Item Opening balance Increased amount Decrease Closing balance

amount

Facilities

reconstruction 1,470,297.69 172,976.28 1,297,321.41

expense

Renovation costs 1,082,755.34 355,354.68 727,400.66

Total 2,553,053.03 528,330.96 2,024,722.07

Other notes:

29. Deferred income tax assets/deferred income tax liabilities

(1) Deferred income tax assets had not been off-set

Unit: RMB Yuan

Closing balance Opening balance

Item Deductible temporary Deferred income tax Deductible temporary Deferred income tax

difference assets difference assets

Assets impairment

57,759,280.17 14,401,252.75 2,828,014.89 707,003.72

provision

Unrealized internal sales

39,385,119.40 9,846,279.85 16,162,142.68 4,040,535.67

gain and loss

Deductible losses 30,376,338.54 7,594,084.64

Accrued land VAT 738,683,130.69 184,670,782.67 845,498,064.20 211,374,516.05

Estimated profit

calculated at pre-sale

93,163,091.00 23,290,772.75 1,616,280.60 404,070.15

revenue of property

enterprises

Payroll payable unpaid

1,293,791.92 323,447.97 106,660.04 26,665.01

but withdrawn

Accrued liabilities 834,999.50 208,749.88

151

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Total 961,495,751.22 240,335,370.51 866,211,162.41 216,552,790.60

(2) Deferred income tax liabilities had not been off-set

Unit: RMB Yuan

Closing balance Opening balance

Item Deductible temporary Deferred income tax Deductible temporary Deferred income tax

difference liabilities difference liabilities

Change in fair value of

available-for-sale 1,030,500.00 257,625.00

financial assets

The book value of fixed

assets is larger than tax 95,940.98 23,985.24

basis

Total 95,940.98 23,985.24 1,030,500.00 257,625.00

(3) Deferred income tax assets or liabilities listed by net amount after off-set

Unit: RMB Yuan

Mutual set-off amount of Amount of deferred Mutual set-off amount of Amount of deferred

deferred income tax income tax assets or deferred income tax income tax assets or

Item

assets and liabilities at liabilities after off-set at assets and liabilities at liabilities after off-set at

the period-end the period-end the period-begin the period-begin

Deferred income tax

240,335,370.51 216,552,790.60

assets

Deferred income tax

23,985.24 257,625.00

liabilities

(4) List of unrecognized deferred income tax assets

Unit: RMB Yuan

Item Closing balance Opening balance

Total 0.00 0.00

(5) Deductible losses of unrecognized deferred income tax assets will due the following years

Unit: RMB Yuan

Years Closing amount Opening amount Notes

Total 0.00 0.00 --

Notes:

152

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

30. Other non-current assets

Unit: RMB Yuan

Item Closing balance Opening balance

Housing purchase prepayment 7,275,069.00 7,275,069.00

Total 7,275,069.00 7,275,069.00

Notes:

31. Short-term loans

(1) Category of short-term loans

Unit: RMB Yuan

Item Closing balance Opening balance

Pledge loan 10,000,000.00

Guaranteed loan 70,000,000.00

Pledge and guaranteed loan 20,000,000.00

Mortgage and guaranteed loan 8,000,000.00

Total 8,000,000.00 100,000,000.00

Notes of short-term loans category

(2) List of the short-term loans overdue but not return

The total amount of the overdue but not return short-term borrowings at the period-end was of RMB 000, of which

the situation of the significant overdue but not return short-term borrowings as follows:

Unit: RMB Yuan

Entity Closing balance Borrowing rate Overdue time Overdue rate

Total 0.00 -- -- --

Notes:

32. Financial liabilities measured by fair value and the changes included in the current gains

and losses

Unit: RMB Yuan

Item Closing balance Opening balance

Notes:

Inapplicable

153

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

33. Derivative financial liabilities

□ Applicable √ Inapplicable

34. Notes payable

Unit: RMB Yuan

Category Closing balance Opening balance

The total amount of the due but not pay notes payable at the period-end was of RMB000.

35. Accounts payable

(1) List of accounts payable

Unit: RMB Yuan

Item Closing balance Opening balance

Within 1 year (including 1 year) 102,357,186.61 47,105,587.26

1 to 2 years (including 2 years) 10,999,069.54 41,653,953.49

2 to 3 years (including 3 years) 20,968,866.58 55,822,201.37

3 to 4 years (including 4 years) 29,208,688.99 1,855,718.02

4 to 5 years (including 5 years) 1,054,522.02 82,543.41

Over 5 years 26,936,604.80 28,827,017.64

Total 191,524,938.54 175,347,021.19

(2) Notes of the accounts payable aging over one year

Unit: RMB Yuan

Item Closing balance Unpaid/ Un-carry-over reason

Shenzhen Luohu District Land and

25,000,000.00 Unsettled

Resources Bureau

Hunan Construction Engineering Group 14,947,087.00 Unsettled

Zhanjiang West Guangdong Construction

8,092,820.03 Unsettled

Engineering Co., Ltd.

Shenzhen Yuanpeng Decoration Group

3,763,729.00 Unsettled

Co., Ltd.

Shantou Chaoyang Construction

1,751,764.45 Unsettled

Engineering Corporation

Total 53,555,400.48 --

Notes:

154

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

36. Advance from customers

(1) List of advance from customers

Unit: RMB Yuan

Item Closing balance Opening balance

Within 1 year (including 1 year) 650,027,894.78 27,324,851.60

1 to 2 years (including 2 years) 1,802,283.71 1,010,331.46

2 to 3 years (including 3 years) 218,445.69 950.00

3 to 4 years (including 4 years) 950.00 100,000.00

4 to 5 years (including 5 years) 76,500.00

Over 5 years 320,204.02 243,704.02

Total 652,369,778.20 28,756,337.08

(2) Significant advance from customers aging over one year

Unit: RMB Yuan

Item Closing balance Unpaid/ Un-carry-over reason

Total 0.00 --

(3) Particulars of settled but unfinished projects formed by construction contract at

period-end.

Unit: RMB Yuan

Item Amount

Notes:

The closing balance of advance from customer increase 2168.61%, comparing to the opening

period, mainly was the SZPRD- Dongguan Songhulangyuan Project and SZPRD-Front Sea

Harbour Garden Project had arrived the presell conditions and prepayment of houses.

There was no significant advance from customers aging over one year in the Company.

Prepayment of sale of real estate projects

Item Aging Closing balance Estimate finished time

SZPRD-Front Sea Harbour Within 1 year 311,312,946.00 Oct. 2016

Garden Project

SZPRD-Dongguang Within 1 year 307,985,018.00 Dec. 2016

Songhulangyuan Project

Total 619,297,964.00

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

37. Payroll payable

(1) List of Payroll payable

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

I. Short-term salary 56,931,919.65 283,889,974.42 277,557,514.88 63,264,379.19

II. Post-employment

benefit-defined 28,727,699.54 28,303,336.24 424,363.30

contribution plans

III. Termination benefits 845,291.00 1,621,257.50 2,363,474.50 103,074.00

Total 57,777,210.65 314,238,931.46 308,224,325.62 63,791,816.49

(2) List of Short-term salary

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

1. Salary, bonus,

52,141,105.22 244,247,521.22 239,099,134.40 57,289,492.04

allowance, subsidy

2. Employee welfare 10,266,893.58 10,266,893.58

3. Social insurance 10,059,607.56 10,008,933.96 50,673.60

Including: 1. Medical

8,082,921.06 8,040,693.06 42,228.00

insurance premiums

Work-related injury

709,136.03 706,652.03 2,484.00

insurance

Maternity insurance 1,106,393.52 1,100,431.92 5,961.60

Other social insurance 161,156.95 161,156.95

4. Housing fund 1,124,577.90 9,205,428.70 9,205,428.70 1,124,577.90

5. Labor union budget

and employee education 3,666,236.53 7,092,160.00 5,958,760.88 4,799,635.65

budget

8. Non-monetary benefits 3,018,363.36 3,018,363.36

Total 56,931,919.65 283,889,974.42 277,557,514.88 63,264,379.19

(3) List of drawing scheme

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Basic pension benefits 22,687,548.79 22,273,121.49 414,427.30

Unemployment insurance 4,559,590.12 4,559,590.12

Annuity 1,480,560.63 1,470,624.63 9,936.00

Total 28,727,699.54 28,303,336.24 424,363.30

Notes:

The demission welfare withdrawn by relieving the labor relationship was of RMB 1,621,257.50

and the unpaid amount at the period-end was of RMB103,074.00.

38. Taxes payable

Unit: RMB Yuan

Item Closing balance Opening balance

VAT 684,049.71 189,027.64

Business tax 8,092,058.86 6,955,522.44

Corporate income tax 78,927,414.58 167,344,046.82

Personal income tax 742,060.64 795,140.50

Urban maintenance and construction tax 576,383.19 496,438.65

Stamp tax 24,807.75 -7,322.87

Education Surcharge 250,010.86 215,734.70

Local education surtax 167,498.25 144,647.54

Land VAT 742,704,599.09 837,634,789.82

Property tax 1,125,407.71 980,366.67

Levee fee 451.42 -602.94

Other 502,630.37 615,847.72

Total 833,797,372.43 1,015,363,636.69

Notes:

39. Interest payable

Unit: RMB Yuan

Item Closing balance Opening balance

Long-term loan interest of installment

payment of interest and repay the due 467,184.76 318,917.49

capital

Interest paid for short-term loans 12,228.33 243,962.23

Total 479,413.09 562,879.72

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Particulars of significant overdue unpaid interest:

Unit: RMB Yuan

Entity Overdue amount Overdue reason

Total 0.00 --

Notes:

40. Dividends payable

Unit: RMB Yuan

Item Closing balance Opening balance

Note: Including significant unpaid dividends payable over one year, the unpaid reason shall be disclosed:

41. Other accounts payable

(1) Other accounts payable listed by nature of the account

Unit: RMB Yuan

Item Closing balance Opening balance

Margin 35,877,241.66 29,119,954.26

Accounts receivable of the related

31,511,011.04 30,411,011.04

companies

Accounts receivable of the non-related

44,937,756.84 33,704,263.95

companies

Other 15,917,070.14 17,797,595.30

Total 128,243,079.68 111,032,824.55

(2) Other significant accounts payable with aging over one year

Unit: RMB Yuan

Item Closing balance Unpaid/ Un-carry-over reason

Come-and-go accounts without specific

Shenzhen Jifa Warehouse Co., Ltd. 26,296,665.14

amortization period

Guangzhou Lishifeng Automobile Co., Come-and-go accounts without specific

15,344,017.08

Ltd. amortization period

Shenzhen International Trade Center Come-and-go accounts without specific

7,196,769.67

Petroleum Company Limited amortization period

Tianan International Building Property Come-and-go accounts without specific

4,114,345.90

Management Company of Shenzhen amortization period

RAINBOW DEPARTMENT STORE CO., 2,330,000.00 Margin within the leasing period

158

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

LTD

Total 55,281,797.79 --

Other notes:

42. Liabilities classified as holding for sale

Unit: RMB Yuan

Item Closing balance Opening balance

Notes:

43. Non-current liabilities due within 1 year

Unit: RMB Yuan

Item Closing balance Opening balance

Long-term loans due within 1 year 121,243,352.00 5,000,000.00

Total 121,243,352.00 5,000,000.00

Notes:

44. Other current-liabilities

Unit: RMB Yuan

Item Closing balance Opening balance

Changes on short term bonds payable:

Unit: RMB Yuan

Overflow

The Withdraw Pay in

Name of Book Issue Opening discount Closing

Issue date Period current interest at current

the bond value amount balance amortizati balance

issue par period

on

Notes:

45. Long-term loan

(1) Category of long-term loan

Unit: RMB Yuan

Item Closing balance Opening balance

Guaranteed loan 144,840,006.83

Mortgage and guaranteed loan 177,613,352.00

Total 144,840,006.83 177,613,352.00

Notes of short-term loans category:

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Other notes including interest rate range:

46. Bonds payable

(1) Bonds payable

Unit: RMB Yuan

Item Closing balance Opening balance

(2) Changes on bonds payable (not including other financial instrument classified as

preferred stock and perpetual capital securities of financial liabilities)

Unit: RMB Yuan

(3) Note to conditions and time of share transfer of convertible bonds

(4) Note to other financial instrument classified as financial liabilities

Basic information of preferred stock, perpetual capital securities and other financial instruments outstanding issued

at period-end

Change list of preferred stock, perpetual capital securities and other financial instruments outstanding issued at

period-end

Unit: RMB Yuan

Financial Opening period Increase Decrease Closing period

instruments

outstanding Amount Book value Amount Book value Amount Book value Amount Book value

issued

Notes to the basis of other financial instrument classified as financial liabilities

Other notes:

47. Long-term payable

(1) Long-term payable listed by nature of the account

Unit: RMB Yuan

Item Closing balance Opening balance

Notes:

48. Long term payroll payable

(1) List of long term payroll payable

Unit: RMB Yuan

160

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Item Closing balance Opening balance

(2) Changes of defined benefit plans

Present worth of defined benefit plans obligation:

Unit: RMB Yuan

Item Reporting period Same period of last year

Plan assets:

Unit: RMB Yuan

Item Reporting period Same period of last year

Net liabilities (net assets) of defined benefit plans

Unit: RMB Yuan

Item Reporting period Same period of last year

Notes to the influence of the content and related risk of defined benefit plans to the future cash flows, time and

uncertainty of the Company:

Notes to analysis results of major actuarial assumptions and sensibility of defined benefit plans

Notes:

49. Special payable

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance Formation reasons

Notes:

50. Accrued liabilities

Unit: RMB Yuan

Item Closing balance Opening balance Formation reasons

For details, please refer to

Pending litigation 834,999.50 Section X. Financial Report

XIV. 2, (1)

Total 834,999.50 --

Other notes, including related important assumptions and estimates of accrued liabilities:

51. Deferred income

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance Formation reasons

Operating license 10,095,846.69 1,293,221.64 8,802,625.05 Operating license

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plate rental income plate rental

held to carry forward

International Trade Rental of

Center petroleum International Trade

11,670,000.00 1,400,000.00 10,270,000.00

rental income held to Center Petroleum

carry forward Co., Ltd.

Total 21,765,846.69 2,693,221.64 19,072,625.05 --

Items involved in government subsidies:

Unit: RMB Yuan

Amount accrued

Amount of newly Related to the

Item Opening balance in non-business Other changes Closing balance

subsidy assets/ income

income

Total 0.00 0.00 0.00 --

Notes:

52. Other non-current liabilities

Unit: RMB Yuan

Item Closing balance Opening balance

Utility specific fund 237,163.45 237,163.45

Housing principle fund 15,096,884.76 13,764,771.61

House warming deposit 7,770,164.12 7,784,938.18

Electric Equipment Maintenance fund 4,019,415.44 4,019,415.44

Deputed Maintenance fund 27,476,957.21 26,667,849.33

Taxi Deposit 41,606,566.60 41,042,500.00

Equity of stripping the assets 18,253,188.54 19,771,409.10

Other 312,925.26 1,418,615.65

Total 114,773,265.38 114,706,662.76

Notes:

53. Share capital

Unit: RMB Yuan

Increase/decrease (+/-)

Opening Capitalization Closing

Newly issue

balance Bonus shares of public Other Subtotal balance

share

reserves

The sum of 595,979,092.00 595,979,092.00

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

shares

Notes:

54. Other equity instruments

(1) Basic information of preferred stock, perpetual capital securities and other financial

instruments outstanding issued at period-begin

(2) Change list of preferred stock, perpetual capital securities and other financial

instruments outstanding issued at period-begin

Unit: RMB Yuan

Financial Opening period Increase Decrease Closing period

instruments

outstanding Amount Book value Amount Book value Amount Book value Amount Book value

issued

Changes, reason of change and basis of relevant accounting treatment of other equity instruments in reporting

period:

Notes:

55. Capital reserves

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

Capital premium 38,450,087.51 38,450,087.51

Other capital reserves 81,501,446.42 81,501,446.42

Total 119,951,533.93 119,951,533.93

Other notes, including changes and reason of change:

56. Treasury stock

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

Other notes, including changes and reason of change:

57. Other comprehensive income

Unit: RMB Yuan

Reporting period

Opening Closing

Item Amount Less: Amount Less: After-tax After-tax

balance balance

incurred transferred income tax attribute to attribute to

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

before into profit and expense the parent minority

income tax loss in the company shareholder

current period

that

recognized

into other

comprehensive

income in

prior period

II. Other comprehensive reclassified 2,892,713.5 -4,046,60

-4,006,141.53 3,190,800.45 -257,625.00 -40,461.93

into profits or losses 2 3.46

Profits or losses of change in

-2,933,175.

fair value of available-for-sale 2,933,175.45 3,190,800.45 -257,625.00

45

financial assets

Converted difference of the 2,892,713.5 2,892,713.5 -4,046,60

-6,939,316.98

foreign currency financial statement 2 2 3.46

2,892,713.5 -4,046,60

total -4,006,141.53 3,190,800.45 -257,625.00 -40,461.93

2 3.46

Other notes, including the adjustment of the recognition of initial amount of effective part of the cash flow hedging

gains and losses transfer into arbitraged items:

58. Special reserves

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

Other notes, including changes and reason of change:

59. Surplus reserves

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

Statutory surplus

136,591,232.84

reserves 18,073,398.75 154,664,631.59

Total 136,591,232.84

18,073,398.75 154,664,631.59

Other note, including changes and reason of change

The increase of the surplus reserves of the reporting period was due to the 10% withdrawal of the net profits of the

parent company.

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

60. Retained profits

Unit: RMB Yuan

Item Reporting period Last period

Opening balance of retained profits before

1,225,726,944.83 972,271,884.95

adjustments

Opening balance of retained profits after

1,225,726,944.83 972,271,884.95

adjustments

Add: Net profit attributable to owners of the

417,498,679.91

Company 156,819,966.71

Less: Withdrawal of statutory surplus reserves 15,048,847.03

18,073,398.75

Dividend of common stock payable 131,115,400.24 148,994,773.00

Closing retained profits 1,233,358,112.55 1,225,726,944.83

List of adjustment of opening retained profits:

1) RMB0.00 opening retained profits was affected by retrospective adjustment conducted according to the

Accounting Standards for Business Enterprises and relevant new regulations.

2) RMB0.00 opening retained profits was affected by changes on accounting policies.

3) RMB0.00 opening retained profits was affected by correction of significant accounting errors.

4) RMB0.00 opening retained profits was affected by changes in combination scope arising from same control.

5) RMB0.00 opening retained profits was affected totally by other adjustments.

61. Revenues and operating costs

Unit: RMB Yuan

Reporting period Same period of last year

Item

Revenue Operating costs Revenue Operating costs

Main operations 1,025,534,654.51 631,134,598.38 1,209,444,885.89 497,649,218.57

Other operations 51,883,846.42 17,438,295.72 59,006,565.97 22,835,907.63

Total 1,077,418,500.93 648,572,894.10 1,268,451,451.86 520,485,126.20

62. Business tax and surcharges

Unit: RMB Yuan

Item Reporting period Same period of last year

Business tax 52,898,669.75 61,698,267.20

Urban maintenance and construction tax 3,835,248.14 4,460,442.38

Education Surcharge 1,710,450.62 1,916,647.22

Local education surtax 1,035,781.13 1,276,948.72

165

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Levee fee 1,034.51 61,792.70

Property tax 3,531,389.54 2,844,379.45

Land use tax 726,610.67

Land VAT 95,776,519.92 204,157,447.55

Other 160,415.94 641,378.67

Total 159,676,120.22 277,057,303.89

Notes:

63. Sales expenses

Unit: RMB Yuan

Item Reporting period Same period of last year

Employee’s remuneration 4,562,356.24 3,488,625.76

Office expenses of operating institutions 6,755,310.83 4,351,269.72

Sales agency fee, advertising expense and

28,521,950.60 17,904,918.45

general publicity expense

Other 2,101,548.27 573,266.98

Total 41,941,165.94 26,318,080.91

Notes:

The sales expenses increased 59.36% over the last period which mainly was the increase of new project opening

sales agency fee.

64. Administrative expenses

Unit: RMB Yuan

Item Reporting period Same period of last year

Employee’s remuneration 62,531,485.31 63,705,186.43

Administrative office cost 21,137,197.32 23,747,798.96

Assets amortization and depreciation

4,717,738.87 5,771,598.27

expense

Litigation costs 2,497,654.50 407,187.00

Taxes 2,867,555.63 1,139,291.88

Other 9,216,495.16 9,144,870.26

Total 102,968,126.79 103,915,932.80

Notes:

166

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

65. Financial expenses

Unit: RMB Yuan

Item Reporting period Same period of last year

Interest expenses 494,767.88

Less: Interest income 8,509,056.15 14,179,022.79

Net losses of exchange 591.36 -107,869.08

Other 993,775.48 1,094,333.49

Total -7,514,689.31 -12,697,790.50

Notes:

The amount of the financial expenses of the period decrease over the last period was mainly due to

the decrease of the agreement deposit and the 7-dayes notice deposit.

66. Asset impairment loss

Unit: RMB Yuan

Item Reporting period Same period of last year

I. Bad debt loss -936,571.89

-8,020,498.14

II. Inventory falling price loss -5,813,259.28

99,884,437.85

Total -6,749,831.17

91,863,939.71

Notes:

The amount of the assets impairment losses largely increased over the last period was mainly due

to the reverse of the inventory falling price provision of SZPRD-Banshanyujing Project.

67. Gains on the changes in the fair value

Unit: RMB Yuan

Source Reporting period Same period of last year

Notes:

68. Investment income

Unit: RMB Yuan

Item Reporting period Same period of last year

Long-term equity investment income

1,637,238.00 -352,555.03

accounted by equity method

Investment income arising from disposal of

207,432,184.22

long-term equity investments

167

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Investment income received from disposal of

5,709,098.20

available-for-sale financial assets

Gains of the quit of the combination entity 7,545,255.06

Others 392,034.89

Total 7,738,371.09 214,624,884.25

Notes:

69. Non-operating gains

Unit: RMB Yuan

Recorded in the amount of the

Item Reporting period Same period of last year

non-recurring gains and losses

Total gains from disposal of

33,279.06 1,905,888.27 33,279.06

non-current assets

Including: Gains from disposal

33,279.06 1,905,888.27 33,279.06

of fixed assets

Government subsidies 153,795.84 4,500.00 153,795.84

Confiscated income 153,231.52 2,705,567.24 153,231.52

Other 478,078.46 176,078,808.63

171,278,808.63

Total 5,094,033.97 176,419,115.05

171,619,115.05

Government subsidies recorded into current profits and losses

Unit: RMB Yuan

Whether

Whether

influence the Related to the

Distribution Distribution Special Reporting Same period

Item Nature/type profits or assets/

entity reason subsidy or period of last year

losses of the income

not

year or not

Subsidy

gained due to

undertaking

Shenzhen the state

Subsidy for

International protecting

improvement

Trade Center one public Related to the

of air Subsidy No No 10,500.00

Vehicles utility or income

environment

Industry Co., social

quality

Ltd. necessary

products

supply or

price

168

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

controlling

Subsidy

gained due to

SHENZHEN undertaking

INTERNATI the state

ONAL protecting

Subsidy for

TRADE one public

elevator Related to the

CENTER Subsidy utility or No No 142,980.00

transformatio income

PROPERTY social

n

MANAGER necessary

MENT CO., products

LTD. supply or

price

controlling

Subsidy

gained due to

undertaking

the state

protecting

Chongqing

one public

Tax Ao’bo Related to the

Subsidy utility or No No 315.84

preference Elevator Co., income

social

Ltd.

necessary

products

supply or

price

controlling

Subsidy

gained due to

undertaking

the state

Chongqing

protecting

Graduate International

one public

employment Trade Center Related to the

Subsidy utility or No No 4,500.00

apprentice Property income

social

subsidies Management

necessary

Co., Ltd.

products

supply or

price

controlling

Total -- -- -- -- -- 153,795.84 4,500.00 --

Note:

The non-operating revenue was increased of 3269.02% over the last period was mainly due to the

169

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

recognition of assets of Dragon Garden Development Building F14, F15, RMB169,582,120.00,

For details, please refer to Section X Financial Report (XIV) 2, (2).

70. Non-operating expenses

Unit: RMB Yuan

Recorded in the amount of the

Item Reporting period Same period of last year

non-recurring gains and losses

Loss on disposal of non-current

601,245.35 93,576.27 601,245.35

assets

Including: Loss on disposal of

601,245.35 93,576.27 601,245.35

fixed assets

Taxes overdue payment fines

1,410,492.64 25,116,322.54 1,410,492.64

and other fines

Accrued liabilities losses 834,999.50 834,999.50

Other 30,000.00 866,685.56 30,000.00

Total 2,876,737.49 26,076,584.37 2,876,737.49

Notes:

71. Income tax expense

(1) Lists of income tax expense

Unit: RMB Yuan

Item Reporting period Same period of last year

Current income tax expense 161,226,485.47

83,330,320.09

Deferred income tax expense -24,960,201.80

-23,758,594.67

Total 136,266,283.67

59,571,725.42

(2) Adjustment process of accounting profit and income tax expense

Unit: RMB Yuan

Item Reporting period

Total profits 216,391,692.13

Current income tax expense accounted by tax and relevant

54,097,923.03

regulations

Influence of different tax rate suitable to subsidiary -7,889.24

Influence of income tax before adjustment -285,195.97

170

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Influence of non taxable income -409,309.50

Influence of not deductible costs, expenses and losses 559,673.29

Influence of deductible losses of deferred income tax assets

derecognized used in previous period -24,499,171.74

Influence of deductible temporary difference or deductible losses

of deferred income tax assets derecognized in reporting period. 30,115,695.55

Income tax expense

59,571,725.42

Other notes:

72. Other comprehensive income

Refer to the Note. 57

73. Supplementary information to cash flow statement

(1) Other cash received relevant to operating activities

Unit: RMB Yuan

Item Reporting period Same period of last year

Large current funds received 1,100,000.00 6,749,857.14

Interest income 8,509,056.15 14,179,022.79

Net margins, security deposit and various

4,931,895.90

special funds received

Net amount of utilities, miscellaneous

fees and accident fee and other receivables 3,881,747.21

on behalf

Other small receivables 1,033,787.06 1,641,006.85

Total 14,524,590.42 27,501,782.68

Notes:

(2) Other cash paid relevant to operating activities

Unit: RMB Yuan

Item Reporting period Same period of last year

Paying administration expenses in cash 30,726,090.13 33,060,657.02

Paying sales expenses in cash 26,398,187.28 22,770,689.39

Net margins, security deposit and various

9,405,053.02

special funds paid

Net amount of utilities, miscellaneous 20,401,287.75

171

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

fees and accident fee and other payments

on behalf

Other small payments 1,518,295.15 8,620,313.90

Total 68,047,625.58 84,852,948.06

Notes:

(3) Other cash received relevant to investment activity

Unit: RMB Yuan

Item Reporting period Same period of last year

Notes:

(4) Other cash paid relevant to investment activity

Unit: RMB Yuan

Item Reporting period Same period of last year

Cash balance of Hainan Company drop out

266,715.68

the combination

Total 266,715.68

Notes:

(5) Other cash received relevant to financing activities

Unit: RMB Yuan

Item Reporting period Same period of last year

Notes:

(6) Other cash paid relevant to financing activities

Unit: RMB Yuan

Item Reporting period Same period of last year

Handling charges of significant loans 104,500.00

Total 104,500.00

Notes:

74. Supplementary information to cash flow statement

(1) Information of net profit to net cash flows generated from operating activities

Unit: RMB Yuan

172

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Supplementary materials Reporting period Last period

1. Reconciliation of net profit to net cash

-- --

flows generated from operating activities

Net profit 156,819,966.71 417,498,679.91

Add: Provision for impairment of assets 96,663,939.71 -6,749,831.17

Depreciation of fixed assets, of oil-gas

31,793,964.69 33,701,124.55

assets, of productive biological assets

Amortization of intangible assets 7,152,503.04 7,152,503.04

Long-term unamortized expenses 528,330.96 528,330.96

Losses on disposal of fixed assets, intangible

assets and other long-term assets (gains: 567,966.29 -1,812,312.00

negative)

Financial cost (gains: negative) 275,874.59 494,767.88

Investment loss (gains: negative) -7,738,371.09 -214,624,884.25

Decrease in deferred income tax assets

-23,782,579.91 -24,960,201.80

(gains: negative)

Increase in deferred income tax liabilities

23,985.24

(“-” means decrease)

Decrease in inventory (gains: negative) -230,356,245.15 -220,800,911.09

Decrease in accounts receivable from

18,742,572.67

operating activities (gains: negative) -12,169,078.01

Increase in payables from operating

-23,796,895.78

activities (decrease: negative) 484,005,911.67

Other -189,218,539.08

Net cash flows generated from operating

309,767,629.66 -14,627,057.08

activities

2. Investing and financing activities that do

-- --

not involving cash receipts and payment:

3. Net increase in cash and cash equivalents -- --

Closing balance of cash 933,337,815.77 808,963,376.68

Less: Opening balance of cash 808,963,376.68 977,171,814.20

Net increase in cash and cash equivalents 124,374,439.09 -168,208,437.52

(2) Net Cash paid of obtaining the subsidiary

Unit: RMB Yuan

Amount

173

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Of which: --

Of which: --

Of which: --

Notes:

(3) Net Cash receive of disposal of the subsidiary

Unit: RMB Yuan

Amount

Of which: --

Of which: --

Of which: --

Notes:

(4) Cash and cash equivalents

Unit: RMB Yuan

Item Closing balance Opening balance

I. Cash 933,337,815.77 808,963,376.68

Including: Cash on hand 208,170.99 199,841.15

Bank deposit on demand 930,987,796.17 806,458,046.62

Other monetary funds on demand 2,141,848.61 2,305,488.91

III. Closing balance of cash and cash

933,337,815.77 808,963,376.68

equivalents

Notes:

75. Note of statement of changes in the owner's equity

Explain "other" project name and adjustment amount of the adjustment of closing balance in previous year, etc.:

Inapplicable

76. The assets with the ownership or use right restricted

Unit: RMB Yuan

Item Closing book value Restricted reason

Guarantee deposit, for details, please refer

Monetary capital 12,402,160.00

to Section X. Financial Report XIV. 2, (1)

Guarantee deposit, for details, please refer

Investment property 1,381,878.96

to Section X. Financial Report XIV. 2, (1)

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Total 13,784,038.96 --

Notes:

77. Foreign currency monetary items

(1) Foreign currency monetary items

Unit: RMB Yuan

Closing foreign currency Closing convert to RMB

Item Exchange rate

balance balance

Monetary capital -- -- 51,240,449.83

HKD 61,160,718.35 0.8378 51,240,449.83

Other accounts receivable -- 277,785.66

Of which: HKD 331,565.60 0.8378 277,785.66

Other account payable 418,927.70

Of which: HKD 500,033.05 0.8378 418,927.70

Accounts payable 46,916.80

Of which: HKD 56,000.00 0.8378 46,916.80

Notes:

(2) Note to oversea entities including: for significant oversea entities, shall disclose main

operating place, recording currency and selection basis, if there are changes into recording

currency, shall also disclose the reason.

√ Applicable □ Inapplicable

Item Main Recording Basis for selection

operating currency

place

Shum Yip Properties Development Hong HKD Located in HK, settled by HKD

Co., Ltd. and its subsidiary Kong

78. Arbitrage

According to arbitrage category to disclose arbitrage item, relevant arbitrage tools and been arbitraged risk

qualitative and quantitative information:

Inapplicable

175

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

79. Other

Inapplicable

VIII. Changes of merge scope

1. Business merger not under same control

(1) Business merger not under same control in reporting period

Unit: RMB Yuan

Income of Net profits of

Time and

Cost of Way to gain Recognition acquiree acquiree

Name of place of Proportion of

gaining the the stock Purchase date basis of during the during the

acquiree gaining the stock rights

stock rights rights purchase date purchase date purchase date

stock rights

to period-end to period-end

Notes:

Inapplicable

(2) Combined cost and goodwill

Unit: RMB Yuan

Combination cost

Note to determination method, consideration and changes of fair value of combined cost:

Inapplicable

The main formation reason for the large goodwill:

Inapplicable

Notes:

Inapplicable

(3) The identifiable assets and liabilities of acquiree at purchase date

Unit: RMB Yuan

Fair value on purchase date Book value on purchase date

The recognition method of the fair value of identifiable assets and liabilities

Inapplicable

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Contingent liability of acquiree undertaken by business merger

Inapplicable

Notes:

Inapplicable

(4) The profit or loss from equity held by the date before acquisition in accordance with the

fair value measured again

Whether there is a transaction that through multiple transaction step by step to realize enterprises merger and

gaining the control during the reporting period

□ Yes √ No

(5) Note to merger could not be determined reasonable consideration or Identifiable assets,

Fair value of liabilities of the acquiree at acquisition date or closing period of the merge

Inapplicable

(6) Other notes

There was no change in the reporting period.

2. Business combination under the same control

(1) Business combination under the same control during the reporting period

Unit: RMB Yuan

Income from Net profits

the from the

Recognition Income Net profits

period-begin reporting

Combined Proportion of Combination basis of during the during the

Basis to the period to the

party the profits date combination period of period of

combination combination

date comparison comparison

date of the date of the

combination combination

Notes:

(2) Combination cost

Unit: RMB Yuan

177

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Combination cost

Note to contingent consideration or other changes:

Notes:

(3) The book value of the assets and liabilities of the combined party at combining date

Unit: RMB Yuan

Combination date Period-end of last period

Contingent liabilities of the combined party undertaken in combination

Notes:

3. Counter purchase

Basic information of trading, the basis of transactions constitute counter purchase, the retain assets , liabilities of

the listed companies whether constituted a business and its basis, the determination of the combination costs, the

amount and calculation of adjusted rights and interests in accordance with the equity transaction process.

4. The disposal of subsidiary

Whether there is a single disposal of the investment to subsidiary and lost control

□ Yes √ No

Whether there are multiple transactions step by step dispose the investment to subsidiary and lost control in

reporting period

□ Yes √ No

5. Other reasons for the changes in combination scope

Notes to reasons for the changes in combination scope (Newly established subsidiary and subsidiary of liquidation)

and relevant information:

6. Other

IX. Equity in other entities

1. Equity in subsidiary

(1) The structure of the enterprise group

Name of the Main operating Nature of Holding percentage (%)

Registration place Way of gaining

subsidiary place business Directly Indirectly

Shenzhen Shenzhen Shenzhen Property 95.00% 5.00% Set-up

178

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Huangcheng Real development

Estate Co., Ltd.

SZPRD Real

Estate Property

Shenzhen Shenzhen 95.00% 5.00% Set-up

Development Co., development

Ltd.

PRD Group

Xuzhou Dapeng

Property

Real Estate Xuzhou Xuzhou 100.00% Set-up

development

Development

Co.,Ltd.

Dongguan

International

Trade Center

Property

Changsheng Real Dongguan Dongguan 100.00% Set-up

development

Estate

Development Co.,

Ltd.

PRD Yangzhou

Real Estate Property

Yangzhou Yangzhou 100.00% Set-up

Development Co., development

Ltd.

SHENZHEN

INTERNATION

AL TRADE

Property

CENTER Shenzhen Shenzhen 95.00% 5.00% Set-up

management

PROPERTY

MANAGERMEN

T CO., LTD.

Shenzhen

Huangcheng Real

Property

Estate Shenzhen Shenzhen 100.00% Set-up

management

Management Co.,

Ltd.

Shandong

Shenzhen

International

Property

Trade Center Jinan Jinan 100.00% Set-up

management

Property

Management Co.,

Ltd.

Chongqing Chongqing Chongqing Property 100.00% Set-up

179

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Shenzhen management

International

Trade Center

Property

Management Co.,

Ltd.

Chongqing Ao’bo

Chongqing Chongqing Service 100.00% Set-up

Elevator Co., Ltd.

Shenzhen

Tianque Elevator

Shenzhen Shenzhen Service 100.00% Set-up

Technology Co.,

Ltd.

Shenzhen

International

Trade Center

Property

Shenzhen Shenzhen Service 100.00% Set-up

Management

Engineering

Equipment Co.,

Ltd.

Shenzhen

International

Shenzhen Shenzhen Catering service 80.00% 20.00% Set-up

Trade Center

Food Co., Ltd.

Shenzhen

Property

Project

Construction Shenzhen Shenzhen 100.00% Set-up

supervision

Supervision Co.,

Ltd.

Shenzhen Real

Shenzhen Shenzhen Service 100.00% Set-up

Estate Exchange

Shenzhen

International

Trade Center Shenzhen Shenzhen Service 90.00% 10.00% Set-up

Vehicles Industry

Co., Ltd.

Shenzhen

International

Trade Center Shenzhen Shenzhen Service 100.00% Set-up

Motor Rent Co.,

Ltd.

180

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Shenzhen Tesu

Vehicle Driver

Shenzhen Shenzhen Service 100.00% Set-up

Training Center

Co., Ltd.

Shenzhen

International Shenzhen Shenzhen Trading 95.00% 5.00% Set-up

Trade Plaza

Sichuan Tianhe

Chengdu Chengdu Trading 100.00% Set-up

Industry Co., Ltd.

Zhanjiang

Shenzhen Real

Property

Estate Zhanjiang Zhanjiang 100.00% Set-up

development

Development Co.,

Ltd.

Business

Shenzhen

combination

Shenxin Taxi Co., Shenzhen Shenzhen Service 100.00%

under the same

Ltd.

control

Shum Yip

Properties Property

Hong Kong Hong Kong 100.00% Set-up

Development Co., development

Ltd.

Wayhang

Property

Development Co., Hong Kong Hong Kong 100.00% Set-up

development

Ltd.

Chief Link

Property

Properties Co., Hong Kong Hong Kong 70.00% Set-up

development

Ltd.

Business

Syndis

Property combination not

Investment Co., Hong Kong Hong Kong 100.00%

development under the same

Ltd.

control

Notes: holding proportion in subsidiary different from voting proportion:

Naught

Basis of holding half or less voting rights but still been controlled investee and holding more than half of the

voting rights not been controlled investee:

Naught

Significant structure entities and controlling basis in the scope of combination:

The Company and controlling shareholders in Shenzhen Investment Holdings Co., Ltd.

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

(hereinafter referred to as “SIH”) entered into Asset Replacement Agreement in Sep. 2010,

agreeing that the Company replaces Moon Bay T102-0237 land and 100% equity of Shenzhen

Shenxin Taxi Co., Ltd. (hereinafter referred to as “SX Company”) possessed by SIH with parts of

house property owned by the Company and wholly-owned subsidiary Shenzhen Huangcheng Real

Estate Co., Ltd. In order to optimize structure of replaced asset, SIH agrees that assets and

liabilities which are not suitable to be included into the listed company such as non-market

commodity house and non-performing loans and debts owned by SX Company and shown in No.

[2010] 103 file of SIH (hereinafter referred to as “Divestiture Assets of SX Company” or

“Divestiture Assets”) will not be incorporated into scope of replacement and will be divested. In

principle, Divestiture Assets shall handle procedures of registration of transfer and transfer of

credit and debt.

SIH, Shenzhen Foreign Economy & Trade Investment Co., Ltd. (hereinafter referred to as FET

Company”) and SX Company signed Contract on Transfer of Divestiture Assets in Jun. 2012.

According to agreement of the Contract, SIH requires SX Company to transfer Divestiture Assets

to FET Company for management.

Since there are legal impediments in partial transfer of Divestiture Assets, FET Company and SX

Company concluded and signed Contract on Entrusted Management of Divestiture Assets and

Liabilities, promising that FET Company has entrusted SX Company to liquidate, manage and

dispose of Divestiture Assets. The entrusted period ends on Dec. 31, 2014. Since there are legal

impediments in partial transfer of Divestiture Assets, FET Company and SX Company concluded

and signed Supplement Contract on Entrusted Management of Divestiture Assets and Liabilities,

promising that FET Company has entrusted SX Company to liquidate, manage and dispose of

Divestiture Assets. The entrusted period ends on Sept. 30, 2016. SX Company paid for FET

Company with RMB313,000 income obtained from assets operation from Jun. 1, 2012 to Dec. 31,

2012. Since then SX Company will pay RMB626,000 to FET Company each year and the

remaining incomes gained from assets operation will be possessed by SX Company.

Balance of Divestiture Assets as of December 31, 2015 in consolidated statements is as follows:

Item Amount Item Amount

Other accounts receivable 50.00 Other account payable 683,578.08

Investment property 9,158,914.93Other non-current liabilities 18,253,188.54

Fixed assets 9,531,321.79

Long-term unamortized 246,479.90

expenses

Total assets 18,936,766.62 Total liabilities and owners’ 18,936,766.62

equity

Notes: other non-current liabilities shall belong to equity of SIH Divestiture Assets.

Through the above Contract on Entrusted Management of Divestiture Assets and Liabilities, the

Company has actually controlled SX Company’s Divestiture Assets which become a business

entity with control rights by entrusted business mode.

Basis of determine whether the Company is the agent or the principal:

Naught

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Notes:

As of the end of reporting period, the balance of minority shareholders was RMB 862,087.06;

there was no significant non-wholly owned subsidiary in the Company.

(2) Significant not wholly owned subsidiary

Unit: RMB Yuan

The profits and losses Declaring dividends Balance of minority

Shareholding proportion

Name of the subsidiary arbitrate to the minority distribute to minority shareholder at closing

of minority shareholder

shareholders shareholder period

Holding proportion of minority shareholder in subsidiary different from voting proportion:

Naught

Notes:

Naught

(3) The main financial information of significant not wholly owned subsidiary

Unit: RMB Yuan

Name of Closing balance Opening balance

the Non-curr Non-curr Non-curr Non-curr

current Total Current Total current Total Current Total

subsidiar ent ent ent ent

assets assets liabilities liabilities assets assets liabilities liabilities

y assets liability assets liability

Unit: RMB Yuan

Reporting period Same period of last year

Name of the Total Total

Operation Operating Operation Operating

subsidiary Net profit comprehensi Net profit comprehensi

revenue cash flow revenue cash flow

ve income ve income

Notes:

Naught

(4) Significant restrictions of using enterprise group assets and pay off enterprise group debt

Naught

183

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

(5) Provide financial support or other support for structure entities incorporate into the

scope of consolidated financial statements

Naught

Notes:

Naught

2. The transaction of the Company with its owner’s equity share changed but still

controlling the subsidiary

(1) Note to owner’s equity share changed in subsidiary

Naught

(2) The transaction’s influence to equity of minority shareholders and attributable to the

owner's equity of the parent company

Unit: RMB Yuan

Other notes:

Naught

3. Equity in joint venture arrangement or associated enterprise

(1) Significant joint venture arrangement or associated enterprise

Holding percentage (%) Accounting

treatment of the

Main operating Nature of investment of

Name Registration place

place business Directly Indirectly joint venture or

associated

enterprise

Shenzhen Jifa

Warehouse Co., Shenzhen Shenzhen Warehouse serve 50.00% Equity method

Ltd.

Tianan

International Property

Shenzhen Shenzhen 50.00% Equity method

Building Property management

Management

184

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Company of

Shenzhen

Notes to holding proportion of joint venture or associated enterprise different from voting proportion:

The Company’s long term equity investment had withdrawn bad debt provision for the associate

enterprise of Shenzhen Wufang Pottery & Porcelain Industrial Co., Ltd., Shenzhen

INTERNATIONAL TRADE CENTER Industrial Development Co., Ltd. and Anhui Nanpeng

Papermaking Co., Ltd. Now the aforesaid companies’ financial statement cannot be obtained, thus,

the Company believed that they were insignificant associate enterprises.

Basis of holding less than 20% of the voting rights but has a significant impact or holding 20% or more voting

rights but does not have a significant impact:

Naught

(2) Main financial information of significant joint venture

Unit: RMB Yuan

Closing balance/ reporting period Opening balance /last period

Tianan International Tianan International

Building Property Shenzhen Jifa Warehouse Building Property Shenzhen Jifa Warehouse

Management Company Co., Ltd. Management Company Co., Ltd.

of Shenzhen of Shenzhen

current assets 38,895,590.21 5,555,289.81 35,704,923.71 2,060,981.97

Of which: cash and cash

27,170,290.21 5,279,230.56 26,199,623.71 1,790,481.86

equivalence

Non-current assets 112,137.15 59,395,951.93 115,690.14 60,575,943.01

Total assets 39,007,727.36 64,951,241.74 35,820,613.85 62,636,924.98

Current liabilities 14,868,217.22 3,372,557.80 13,314,464.45 2,875,168.22

Non-current liability 16,665,839.28 16,490,027.37

Total liabilities 31,534,056.50 3,372,557.80 29,804,491.82 2,875,168.22

Equity attributable to

owners of parent 7,473,670.86 61,578,683.94 6,016,122.03 59,761,756.76

company

Portion of net assets

calculated according to

3,736,835.43 30,789,341.97 3,008,005.30 29,880,878.38

proportion of

shareholdings

Book value of equity

investment to joint 3,736,835.43 30,789,341.97 3,008,005.30 29,880,878.38

venture

Operation revenue 18,022,357.14 6,676,118.83 18,118,056.52 6,934,396.44

185

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Financial expenses 87,226.94 -8,792.28 -80,034.42 -1,803.80

Income tax expense 494,157.26 599,795.60 357,987.23 563,714.04

Net profit 1,457,548.83 1,816,927.18 1,060,223.38 1,673,601.73

Total comprehensive

1,457,548.83 1,816,927.18 1,060,223.38 1,673,601.73

income

Other notes:

Naught

(3) Main financial information of significant associated enterprise

Unit: RMB Yuan

Closing balance/ reporting period Opening balance /last period

Other notes:

The Company’s long term equity investment had withdrawn bad debt provision for the associate

enterprise of Shenzhen Wufang Pottery & Porcelain Industrial Co., Ltd., Shenzhen

INTERNATIONAL TRADE CENTER Industrial Development Co., Ltd. and Anhui Nanpeng

Papermaking Co., Ltd. Now the aforesaid companies’ financial statement cannot be obtained, thus,

the Company believed that they were insignificant associate enterprises.

(4) Summary financial information of insignificant joint venture or associated enterprise

Unit: RMB Yuan

Closing balance/ reporting period Opening balance /last period

Joint venture: -- --

The total of following items according to the

-- --

shareholding proportions

Associated enterprise: -- --

The total of following items according to the

-- --

shareholding proportions

Other notes:

Naught

(5) Note to the significant restrictions of the ability of joint venture or associated enterprise

transfer funds to the Company

Naught

186

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

(6) The excess loss of joint venture or associated enterprise

Unit: RMB Yuan

The cumulative recognized The derecognized losses or the The noncumulative

Name losses in previous share of net profit in reporting unrecognized losses in reporting

accumulatively derecognized period period

Other notes:

Naught

(7) The unrecognized commitment related to joint venture investment

Naught

(8) Contingent liabilities related to joint venture or associated enterprise investment

Naught

4. Significant common operation

Proportion /share portion

Name Main operating place Registration place Nature of business

Directly Indirectly

Notes to holding proportion or share portion in common operation different from voting proportion:

Naught

Basis of common operation as a single entity, classify as common operation

Naught

Other notes:

Naught

5. Equity of structure entity not including in the scope of consolidated financial statements

Related notes to structure entity not including in the scope of consolidated financial statements

Naught

6. Other

Naught

187

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

X. The risk related financial instruments

The financial instruments of the Group include: monetary fund, the available for sale financial

assets, loan, accounts receivable and notes receivable, accounts payable and notes payable, etc, for

details, see disclosure in each note.

1. Credit risk

Credit risk was one party of the contract failed to fulfill the obligations and causes loss of financial

assets of the other party.

The Group manages the credit risk according to the combination of credit risk classification; the

credit risk mainly occurred in bank deposit, account receivable and other account receivables. The

source of credit risk of financial assets was the default of the other party. The biggest risk

exposure was equivalent to book value of the instruments.

The Group’s working capital was in bank with higher credit rating, so there was no significant

credit risk, nor significant losses due to the default of other entity.

There were lots of account receivables withdrawn individually in the Group and had withdrawn

bad debt provision, which fully reveal the existence of credit risk. Amount of balance of account

receivables was RMB41.2885 million except the aforesaid had withdrawn bad debt provision,

mainly was the account receivable of property management, of which was account receivable

RMB10.3256 million of Huawei Technologies Co., Ltd. was the total property management costs

of several serve district of Huawei Technology Center. Other client receivables were widely

dispersed owners and tenants. The Group conducted continuous supervisor to the account

receivables to ensure the Group not facing significant bad debt risk.

For the quantized data of credit risk exposure incurred by account receivables and other account

receivables, see 2, Note (VII) and 4, Note (VII).

2. Liquidity risk

Liquidity risk was referred to the risk of incurring capital shortage when performing settlement

obligation in the way of cash payment or other financial assets.

The subsidiary of the Group monitor the cash flow and the need of itself, the headquarters of the

finance department combine the cash flow of each subsidiary, continue to monitor the short term

or long term capital needs to ensure maintain plenty of cash flow. Besides, according to the actual

capital need of the Group, provided commitment of adequate emergency capital to meet the short

term and long term capital need.

The analysis of maturity term made by the Group’s financial liabilities in line with non discount

cash flow of the contracts:

(1) The Group’s current liabilities including short-term loans payable, accounts payable, interest

payable, other payables and non-current liabilities due within one year are expected paid within 1

year.

(2)The analysis of maturity term made by the Group’s financial liabilities in line with non discount

cash flow of the contracts:

Item Closing balance (RMB Ten Thousand Yuan)

Within 1 year 1-3years (including 3 3-5 years Over 5 years Total

(including 1 year) years) (including 5 year)

188

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Long term loan( interest

included) 902.83 14,756.09 15,658.91

Item Opening balance (RMB Ten Thousand Yuan)

Within 1 year 1-3 years 3-5 years Over 5 Total

(including 1 year) (including 3 year) (including 5 year) years

Long term loan( interest 1,194.27 17,979.91 19,174.19

included)

3. Market risk

Market risk was referred to risk of the fair value or future cash flow of financial instrument

changed due to the change of market price, including: exchange rate risk, interest rate risk and

other price risk.

(1) Exchange rate risk

Exchange rate risk is referred to the fair value and future cash flow of financial instruments

change due to the change of foreign exchange rate.

Sensitive analysis of foreign exchange risk was as followed.

Reflecting under the hypothesis of other variables constant, listed the reasonable and possible

change of foreign exchange, due to the fair value of the monetary assets and monetary liabilities

changes will impact on net income and shareholders' equity

Item Reporting period Last year

Influence to the Influence to equity of Influence to the Influence to equity of

profits shareholders profits shareholders

RMB down 2% against HKD 17,907.03 -1,010,786.30 3,252.26 468,210.83

RMB up 2% against HKD -17,907.03 999,629.25 -3,252.26 -468,210.83

Notes 1: the above-mentioned expressed as a positive number increase, a negative number decrease.

Notes 2: the above-mentioned expressed as changes in shareholder's equity does not include retained earnings

(2) Interest rate risk

Interest rate risk was referred to risk of the fair value or future cash flow of financial instrument

changed due to the change of market interest risk.

The interest risk of the Group incurred from bank loan, interest rate risk of a floating interest rate

of financial liabilities that lead to the group facing cash flow interest rate risk, financial liabilities

with a fixed interest rate lead to the group facing cash flow interest rate risk. The Group’s

interest-bearing debt situation was as followed:

Type Closing balance Opening balance

Interest-bearing debt from fixed interest rate 144,840,006.83 30,000,000.00

Of which: short term loan 30,000,000.00

Non current liabilities due within one years

Long-term borrowings 144,840,006.83

189

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Interest-bearing debt from floating interest rate 252,613,352.00

129,243,352.00

Of which: short term loan 70,000,000.00

8,000,000.00

Non current liabilities due within one years 5,000,000.00

121,243,352.00

Long-term borrowings 177,613,352.00

Total 274,083,358.83 282,613,352.00

The management conducting sensitive analysis, the change of 25 BP increase or decrease was considered as

reasonable reflection of possible range of interest rate. Base on the assumption of aforesaid floating interest rate of

long-term borrowing paid by the due date, and in a full accounting year will not be required to pay, under the

situation of other variable remain constant, the influence of interest rate increase / decrease 25 BP to net profits and

shareholders:

Item Reporting period Last period

Influence to the Influence to equity Influence to the Influence to equity

profits of shareholders profits of shareholders

Increase 25 BP -333,025.04

-6,314.76

Decrease 25 BP 333,025.04

6,314.76

Notes 1: the above-mentioned expressed as a positive number increase, a negative number decrease.

Notes 2: the above-mentioned expressed as changes in shareholder's equity does not include retained earnings

XI. The disclosure of the fair value

1. Closing fair value of assets and liabilities calculated by fair value

Unit: RMB Yuan

Closing fair value

Item Fair value measurement Fair value measurement Fair value measurement

Total

items at level 1 items at level 2 items at level 3

I. Consistent fair value

-- -- -- --

measurement

II. Inconsistent fair value

-- -- -- --

measurement

2. Market price recognition basis for consistent and inconsistent fair value measurement

items at level 1

Inapplicable

190

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

3. Valuation technique adopted and nature and amount determination of important

parameters for consistent and inconsistent fair value measurement items at level 2

Inapplicable

4. Valuation technique adopted and nature and amount determination of important

parameters for consistent and inconsistent fair value measurement items at level 3

Inapplicable

5. Sensitiveness analysis on unobservable parameters and adjustment information between

opening and closing book value of consistent fair value measurement items at level 3

Inapplicable

6. Explain the reason for conversion and the policy governing when the conversion happens

if conversion happens among consistent fair value measurement items at different levels

Inapplicable

7. Changes in the valuation technique in the current period and the reason for change

Inapplicable

8. Fair value of financial assets and liabilities not measured at fair value

Inapplicable

9. Other

Inapplicable

XII. Related party and related Transaction

1. Information related to parent company of the Company

Proportion of share Proportion of voting

Name of parent Registration place Nature of business Registered capital

held by parent rights owned by

191

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

company company against the parent company

Company (%) against the Company

(%)

SHENZHEN

INVESTMENT Managing

Shenzhen RMB21.45 billion 63.82% 63.82%

HOLDINGS CO., state-owned assets

LTD

Notes: Information on the parent company:

By the end of the reporting period, the controlling shareholder of the Company is still Shenzhen

Construction Investment Holdings in register book. In 2004, People’s Government of Shenzhen

Municipality incorporated Shenzhen Construction Investment Holdings with the other two

municipal asset management companies, namely Shenzhen Investment Management Corporation

and Shenzhen Trade and Business Holding Company, and established Shenzhen Investment

Holdings Co., Ltd. Thus, the Company’s actual controlling shareholder is Shenzhen Investment

Holdings Co., Ltd., a sole state-funded limited company, who was established in Oct. 13, 2004.Its

main business scope is investing, operating and managing the state-owned shares in sole-funded,

holding and joint-stock enterprises by means of reorganization, capital running and assets proposal;

carrying out real estate development and operation business after legally obtaining the land use

right; making investment based on policies and strategies as required by Shenzhen SASAC,

providing guarantee to municipal state-owned enterprises, and running other business authorized

by Shenzhen SASAC. As a government department, Shenzhen State-owned Assets Supervision

and Administration Bureau manage Shenzhen Investment Holdings Co., Ltd. on behalf of

People’s Government of Shenzhen Municipality. Thus, the final controller of the Company is

Shenzhen State-owned Assets Supervision and Administration Committee of Shenzhen

Government.

Notes:

2. Subsidiaries of the Company

See details to Notes IX. 1

3. Information on the joint ventures and associated enterprises of the Company

See details to Notes IX. 3

Information on other joint venture and associated enterprise of occurring related party transactions with the

Company in reporting period, or form balance due to related party transactions in previous period:

Name Relationship

Other notes:

4. Information on other related parties of the Company

Name Relationship

192

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Shenzhen Guesthouse Restaurant Under the same control of the parent company of the Company

Shenzhen Foreign Economy & Trade Investment Co., Ltd. Under the same control of the parent company of the Company

Shenzhen Investment Holdings Co., Ltd. Under the same control of the parent company of the Company

Other notes:

5. List of related-party transactions

(1) Information on acquisition of goods and reception of labor service (unit: ten thousand

Yuan)

Information on acquisition of goods and reception of labor service (unit: ten thousand Yuan)

Unit: RMB Yuan

The approval trade Whether exceed trade Same period of last

Related-party Content Reporting period

credit credit or not year

Information of sales of goods and provision of labor service

Unit: RMB Yuan

Related-party Content Reporting period Same period of last year

Shenzhen Investment Holdings

Provision of labor service 259,084.80 1,576,605.60

Co., Ltd.

Notes:

(2) Related trusteeship/contract

Lists of related trusteeship/contract:

Unit: RMB Yuan

Name of the Name of the Income

entruster/contract entrustee/ Type Initial date Due date Pricing basis recognized in the

ee contractor reporting period

Notes:

Lists of entrust/contractee

Unit: RMB Yuan

Name of the Name of the Charge

entruster/contract entrustee/ Type Initial date Due date Pricing basis recognized in the

ee contractor reporting period

Notes:

(3) Information of related lease

The Company was lessor:

Unit: RMB Yuan

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The lease income confirmed in The lease income confirmed in

Name of lessee Category of leased assets

this year last year

The Company was lessee:

Unit: RMB Yuan

The lease income confirmed in

lessor Category of leased assets Category of leased assets

this year

Shenzhen Investment Holdings

Rental 344,842.92 338,185.06

Co., Ltd.

Notes:

(4) Related-party guarantee

The Company was guarantor:

Unit: RMB Yuan

Execution accomplished

Secured party Guarantee amount Start date End date

or not

Dongguan International

Trade Center

129,243,352.00 11 Jan. 2013 11 Jan. 2016 No

Changsheng Real Estate

Development Co., Ltd.

The Company was Secured party

Unit: RMB Yuan

Execution accomplished

Guarantor: Guarantee amount Start date End date

or not

Shenzhen Huangcheng

144,840,006.83 20 Jun. 2014 21 Apr. 2017 No

Real Estate Co., Ltd.

Notes:

The Company and its subsidiaries didn’t provide guarantees for other companies beyond the range

of consolidated financial statements. The above guarantees are those Company and its subsidiaries

provided to each other.

(5) Inter-bank lending of capital of related parties:

Unit: RMB Yuan

Amount borrowed and

Related-party Initial date Due date Explanation

loaned

Borrowed

Loaned

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(6) Related party asset transfer and debt restructuring

Unit: RMB Yuan

Related-party Content Reporting period Same period of last year

(7) Rewards for the key management personnel

Unit: RMB Yuan

Item Reporting period Same period of last year

Total rewards for the key management

5,985,900.00 6,671,900.00

personnel( tax included)

(8) Other related-party transactions

Related party entrusted operating

In Nov. 2012, Shenzhen Foreign Economy & Trade Investment Co., Ltd. (hereinafter referred to

as FET Company”) and Shenzhen Shenxin Taxi Co., Ltd. (hereinafter referred to as “SX

Company”) concluded and signed Contract on Entrusted Management of Divestiture Assets and

Liabilities, promising that FET Company has entrusted SX Company to liquidate, manage and

dispose of Divestiture Assets, see 2, Section X Financial Report, IX, 1. According to the Contract

on Entrusted Management, during reporting period, SX Company paid the assets operating income

of RMB 626,000 to FET Company.

During the entrusted operating period in 2015, the situation of divestiture assets was as followed:

Item Amount

Operation revenue 1,847,405.24

Operation cost 2,638,389.70

Business tax and surcharges 101,006.96

Administrative expenses 757,768.67

Total profits -1,649,760.09

Income tax expense -412,440.02

Net profit -1,237,320.07

Notes: the management costs included paying operation income of RMB 626,000 to FET

Company.

6. Receivables and payables of related parties

(1) Receivables

Unit: RMB Yuan

Closing balance Opening balance

Name o f item Related-party

Book balance Bad debt provision Book balance Bad debt provision

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Anhui Nanpeng

Other accounts

Papermaking Co., 8,047,712.00 8,047,712.00 7,328,480.00 7,328,480.00

receivable

Ltd.

Shenzhen Wufang

Other accounts

Pottery & Porcelain 1,747,264.25 1,747,264.25 1,747,264.25 1,747,264.25

receivable

Industrial Co., Ltd.

Shenzhen

International Trade

Other accounts

Center Industrial 2,351,652.48 2,351,652.48

receivable

Development Co.,

Ltd

Shenzhen

Other accounts

Guesthouse 909,960.40 909,960.40 909,960.40 909,960.40

receivable

Restaurant

Shenzhen

Account receivable Investment Holdings 129,542.40 3,886.27

Co., Ltd.

(2) Payables

Unit: RMB Yuan

Name o f item Related-party Closing book balance Opening book balance

Shenzhen Jifa Warehouse Co.,

Other account payable 26,296,665.14 26,296,665.14

Ltd.

Tianan International Building

Other account payable Property Management 5,214,345.90 4,114,345.90

Company of Shenzhen

7. Related party commitment

No such case in reporting period.

8. Other

Inapplicable

XIII. Stock payment

1. The Stock payment overall situation

□ Applicable √ Inapplicable

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2. The Stock payment settled by equity

□ Applicable √ Inapplicable

3. The Stock payment settled by cash

□ Applicable √ Inapplicable

4. Modification and termination of the stock payment

Naught

5. Other

Naught

XIV. Commitments

1. Significant commitments

Significant commitments at balance sheet date

Item Closing amount

Large amount contract of real estate development project signed but derecognized in 855,729,640.97

financial statements.

Total 855,729,640.97

2. Contingency

(1) Significant contingency at balance sheet date

A. About transferring Jiabin Building contentious matter ( Now rename as: Longyuan

Development Building; former name Jinlihua Commercial Plaza)

In 1993, the Company signed Right of Development Transfer Contract of Jiabin Building (name

of Jiabin Building has been changed to Jinlihua Commercial Plaza) with Shenzhen Haibin

Property Development Co., Ltd. (name of which has been changed to Shenzhen Jiyong Property

Development Co., Ltd., hereinafter referred to as Jiyong Company). In January 1999, Jiyong

Company sued the company to Guangdong Higher People’s Court (hereinafter referred to as

“Guangdong Higher Court”) for termination of the transfer contract and refund of the transfer

consideration and construction payment paid on the ground that the area of premises was in

discrepancy with the contract. With respect to this, the Company counterclaimed the opposing

party to pay back the rest transfer consideration and applied for sealing up their property with an

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area of 28,000 square meters.

On July 29, 2001, Guangdong Higher Court issued Civil Court Judgment YGFM (1999) No. 3

(hereinafter referred to as Judgment No. 3) to judge that ① the Company should transfer the title

of land use right specified in the transfer contract to Jiyong Company within 30 days from the date

the judgment taking into effect and ②Jiyong Company should pay off the transfer consideration

amounting to RMB143, 860,000.00 within 60 days from the date the Company transferred the title

of land use right. On November 27, 2001, the Company applied to Guangdong Higher Court for

forcible execution, however Guangdong Higher Court adjudicated to release the sealing property

of Jiyong Company approximately 10,000 square meters since Industrial & Commercial Bank of

China Zhejiang Branch disagree to seal the properties.

The Company thought the applicable law of the decision was error, and raised an objection to

High Court of Guangdong province.

In Sep.2005, the High Court of Guangdong province delivered unlocked decision to the

Departments of Land and House Property Registers of Shenzhen. The aforesaid about ten

thousand square meters of real estate was officially unlocked.

In January 2006, Guangdong Higher Court issued Civil Court Judgment YGFZ (2002) No. 1 and

adjudicated because that ① the Company has not yet transferred the title of land use right

specified in the transfer contract to Jiyong Company and ② Jiyong Company cannot provide

other properties available for execution and the Company also cannot provide the property

available for execution, the second judgment of the Judgment No. 3 - “Jiyong Company should

pay off the transfer consideration amounted RMB143,860,000 within 60 days from the date the

Company transferred the title of land use right” is terminated for execution. When the conditions

causing termination for execution of the second judgment are eliminated, the second judgment

should still be executed.

In March 2006, according to the ordain of Guangdong Higher People’s Court, the properties in

Jiabin Building that have been sealed up in this case have been released automatically. On

September 2009, company received YGFZ (2002) No. 1-1 Resume Execution Notice from

Guangdong Province Higher Court claimed to resume execution the case that the transfer money

owed by Jiyong company about Jiabin building project.

In October 2009, the Company received (Verdict YGFZ (2002) No. 1-2) from Guangdong Higher

Court. The verdict claimed: The resume execution of this case is according to the "The

requirements for the Guangdong Higher Court to concentrate the implementation of accumulated

cases" Through the investigation conducted by Guangdong Higher Court to Shenzhen department

of motor vehicles, Shenzhen Securities Registration and Settlement Organizations, Shenzhen

Land resources and real estate administration and the opening bank of the executed party, the

executed party – Jiyong Company does not have any executable property. For these, Guangdong

Higher Court adjudicated: ① Terminate the executive procedure of Verdict YGFZ (2002) No. 1②

When the execution conditions are satisfied, the applicant can apply for resume execution.

According to note (VII) 3, Shenzhen Longyuan-Kaili-Hengfeng Real Estate Co., Ltd. (hereinafter

as the “Longyuan-Kaili”) and Shenzhen Huaneng-Jindi Property Co., Ltd. (hereinafter as the

“Huaneng Property”) plan to conduct reconstructions to the plaza, On 3 mar. 2011, the Company,

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The First Administration Under Shenzhen Planning And Land Resources Committee Directly and

Longyuan-Kaili had registered the land of Jin Lihua Building to its name according to SDHZ

(1992) No. 0228 Second Supplementary Agreement of Shenzhen Grant Contract of Land Use

Right signed in 2011 and Meeting Summery about Research of Dealing with Problem Building

Issued (No. 481) by Shenzhen Municipal Government.

In April 2012, the Company raised the subrogation right lawsuit to Shenzhen Luohu District

People's Court, based on the creditor’s right for Jiyong Company decided by the Civil Ruling

Paper YGFMC (1999) No. 3, prosecuting the obligor of Jiyong Company—Shenzhen Zongli

Investment Co., Ltd. (hereinafter referred to as “Zongli Company”), which was required to

compensate for the Company within its debt range for Jiyong Company. Meanwhile, due to it was

highly similar in the management level of Shenzhen Huaneng-Jindi Property Co., Ltd. (hereinafter

referred to as “Huaneng-Jindi Company”) and Zongli Company, the Company believed that there

was significant related-party relationship between Huaneng-Jindi Company and Zongli Company,

therefore, the Company also prosecuted Huaneng-Jindi Company, which was required to

undertake the joint liability for the debts born by Zongli Company. On 11 Sep. 2013 Shenzhen

Luohu District People's Court issued (2012) SLFMECZ No. 1150paper of civil judgment; the

decision rejected the Company’s claims. The Company refused to accept the verdict, has instituted

an appeal to the Shenzhen Intermediate People's Court, In Mar. 2015, Shenzhen Intermediate

People's Court made Civil Judgment (2014) SZFSZZ No. 400, the decision to reject the appeal of

the Company, and maintain the original judgment.

As the executable property are not found in the case so far, the Company withdraw bad debt

provision for Shenzhen Jiyong Properties & Resources Development Company‘s transfer amount

of Jin Lihua Commercial Plaza. In Aug. 2015, the Company as a creditor applied to Shenzhen

Intermediate People's Court for the bankruptcy and insolvency of Shenzhen Jiyong Properties &

Resources Development Company, now the Company is waiting for acceptance and inspection.

B. Lawsuit item about land approval of Meisi Company

In June 2004, Shenzhen Meisi Industrial Co., Ltd. (hereinafter referred to as “Meisi Company”)

prosecuted Shenzhen Luohu Economic Development Co., Ltd and the Company to Shenzhen

Intermediate People’s Court(hereinafter referred to as “Shenzhen Intermediate Court”) for illegal

use of land owned by Meisi Company and request for ceasing the infringing act and receiving a

compensation amounted RMB8 million. In March 2005, Shenzhen Intermediate Court issued Civil

Ruling Paper SZFMCZ (2004) No. 108 and adjudicated that the Company should return the land

with an area of 4,782 square meters to Meisi Company within 3 months and other claims of Meisi

Company were overruled. The Company refused to accept the verdict and appealed to Guangdong

Higher Court. On November 25, 2005, Guangdong Higher Court adjudicated that the Civil Ruling

Paper SZFMCZ (2004) No. 108 issued by Shenzhen Intermediate Court should be cancelled and

the prosecution of Meisi Company were overruled.

During the process of trial of second instance, Meisi Company applied to Registration Center for

Property of Real Estate of Shenzhen Municipality for revoking Property Ownership Certificates

SFDZ No. 3000320987 and No. 300119899 owned by the Company. On July 7, 2005, Registration

Center for Property of Real Estate of Shenzhen Municipality issued the reply of SFDH (2005) No.

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84 to Meisi Company and judged that aforesaid certificates are legal and effective and should not

be revoked. Meisi Company disagreed with this judgment and applied the administrative

reconsideration to the People's Government of Shenzhen Municipality. On October 8, 2005, the

People's Government of Shenzhen Municipality issued Decision on Administrative

Reconsideration SFFJ (2005) No. 294 and judged that aforesaid 2 certificates were registered

illegally and should be revoked, reply of SFDH (2005) No. 84 was canceled accordingly.

The Company refused to accept Decision on Administrative ReconsiderFation SFFJ (2005) No.

294 and prosecuted an administrative litigation to Shenzhen Intermediate Court on October 20,

2005. Shenzhen Intermediate Court issued Administrative Judgment SZFXCZ (2005) No. 23 and

adjudicated that Decision on Administrative Reconsideration SFFJ (2005) No. 294 is sustained.

The Company disagreed with this administrative judgment and appealed to Guangdong Higher

Court on August 2, 2006. Guangdong Higher Court issued Administrative Judgment YGFXZZ

(2006) No. 154 in which the appeal was rejected and Administrative Judgment SZFXCZ (2005)

No. 23 was sustained. According to this Judgment, Shenzhen Municipal Bureau of Land

Resources and Housing Management would reconsider the request of Meisi Company to revoke

the Property Ownership Certificates SFDZ No. 3000320987 and No. 3000119899 of the

Company.

On May 15, 2007, Registration Center for Property of Real Estate of Shenzhen Municipality

issued Decision on Revoking the Property Ownership Certificates SFDZ No. 3000320987 and No.

3000119899 (SFZ (2007) No. 27). Registration Center for Property of Real Estate of Shenzhen

Municipality decided to revoke property ownership certificates SFDZ No. 3000320987 and No.

3000119899 owned by the Company that indicating the ownership of occupied property of Meilin

Workshop, Comprehensive Building and the land use right of 11,500 square meters and restore the

registration of the ownership of occupied property of Meilin Workshop, Comprehensive Building

and the land use right of certificates of SFDZ No. 0103142 and No. 0103139. The Company had

the ownership of occupied property of Meilin Workshop, Comprehensive Building and the land

use right of 11,500 square meters according to original property ownership certificates.

On July 9,2007, the Company applied the administrative reconsideration to the Administrative

Reconsideration Office of the People’s Government of Shenzhen Municipality, which considered

that those action that Registration Center for Property and Real Estate of Shenzhen Municipality

revoked property ownership certificate SFDZ No. 3000320987 and No. 3000119899 owned by the

Company and restore the registration of Meilin Workshop, Comprehensive Building and land use

right violated the provisions of the Decision on Strengthening Land Market Management and

further Enlivening and Standardizing Real Estate Market (SF (2001) No. 94) promulgated by

People’s Government of Shenzhen Municipality, and requested People’s Government of Shenzhen

Municipality to rescind the Decision. On September 6, 2007, the People’s Government of

Shenzhen Municipality issued Decision on Administrative Reconsideration SFFJ (2007) No. 255

to sustain the administrative decision of Shenzhen Municipal Bureau of Land Resources and

Housing Management.

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In November 2007, Shenzhen Municipal Bureau of Land Resources and Housing Management

rejected the application of Meisi Company for revoking Property Ownership Certificates SFDZ

No. 0103142 and No. 0103139. Meisi Company prosecuted an administrative litigation to

Shenzhen Futian People’s Court (hereinafter referred as to “Futian Court”) to ask for revoking the

administrative decision of Shenzhen Municipal Bureau of Land Resources and Housing

Management. The Company was involved as third party. Court session started on January 8, 2008

with litigation number of (2008) SFFXCZ No. 10 (hereinafter referred as to “No.10 Case”). On

January 2008, Meisi Company prosecuted an administrative litigation to Futian Court for revoking

the above administrative decision of Shenzhen Municipal Bureau of Land Resources and Housing

Management, revoking Property Ownership Certificates SFDZ No. 0103142 and No. 0103139,

and restoring the land use right to Meisi Company with the litigation number of SFFX (2008) No.

70 (hereinafter referred as to “No.70 Case”). On May 2008, the Futian Court made adjudication to

No. 70 Case in which the property ownership certificates SFDZ No. 0103142 and No. 0103139

owned by the Company were revoked and Shenzhen Municipal Bureau of Land Resources and

Housing Management were required to re-investigate the application of Meisi Company. The

company, the Shenzhen Municipal Bureau of Land Resources and Housing Management as well

as Meisi Company refused to accept the verdict and made an appeal. On July 2008, the Company

has received the Administrative Ruling Paper from Futian Court in which the trial of No. 10 Case

was terminated.

On December 2008, Shenzhen Intermediate Court issued the Administrative Ruling Paper

SZFXZZ (2008) No. 223, in which the final adjudication of appeal No. 70 Case was made and the

original verdict was sustained. Moreover, the final adjudication stated that the controversy over

the land use right in this case between Meisi Company and the Company should be settled through

civil procedures; the Bureau of Land Resources and Housing Management of Shenzhen

Municipality should not proceed the registration procedure until the controversy is final settled.

On February 11, 2009, the Company received the Civil Complaint from Futian Court; Meisi

Company has made a civil prosecution against the Company and Shenzhen Luohu Commercial

Development Co., Ltd. for the confirmation of Meisi Company’s land use right and the buildings

in original Property Ownership Certificates SFDZ No., 0103142 and No., 0103139. Furthermore,

Meisi Company requests that return of related land use right and a compensation of RMB7.5

Million. The Company has submitted an objection to jurisdiction. On March 4, 2009, Futian Court

sent the Notice to the Company to inform that this case has been transferred to Shenzhen

Intermediate Court for adjudication.

On 22 December 2009, the Company received court ruling delivered by the Guangdong Higher

Court. After investigated by Guangdong Higher Court, it is considered that the retrial application

to Shenzhen Intermediate Court Judgment SZFZ (2008) No. 223 by the company is complied to

the law, and adjudicated: ① Arraign by Guangdong Highest People's Court ② suspended the

execution of the original verdict during the retrial.

On 15 Aug. 2011, the Company received the Administrative Ruling Paper (YGFSJZ Zi (2010) No.

8) from the Guangdong Higher Court, which maintained the Administrative Ruling Paper (SZFXZ

Zi (2008) No. 223), and it believed that the dispute on the land ownership for both parties was

civil right confirmation, and both parties should find other legal way to solve.

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The Company received the ruling of Shenzhen Medium People's Court in Oct. 2012, at which the

court approved legally Meisi Company’s application on canceling the lawsuit towards the

Company. After receiving the above ruling, due to the Administrative Ruling Paper SZFXZ Zi

(2008) No. 223 had clearly ruled that the dispute on Meilin land between the Company and Meisi

Company should be settled through civil law procedures, therefore, the Company raised the civil

lawsuit to Meisi Company and Luojingfa Company, requiring to recognize the ownership of the

above involved land for the Company, and the court has accepted the above mentioned lawsuit.

Then, Meisi Company raised the counterclaim towards the Company, requiring recognizing its

ownership of the above involved land. And the two cases were combined for public trial on 1 Mar.

2013, and now it’s waiting for ruling.

The Company believes that the land use right and ownership of above building should be legally

confirmed to the Company. The Company will secure its own legal rights through all legal means,

and the above issues do not have significant impact on the Company’s financial position.

C. Shenzhen Hetaiheng prosecuted the Company to undertake joint liability for the debts

for Shenzhen International Trade Center Industry Development Co., Ltd.

On 31 July 2015, Shenzhen Luohu District People's Court issued (2015) SLFMECZ No. 2499

paper of civil judgment. It decided the Company and China (Shenzhen) Education Business

Shares Co., Ltd. (“China Education Company”) shall undertake the joint liability for the debts for

Shenzhen International Trade Center Industry Development Co., Ltd. (“International Trade Center

Company”) declared under (2002) SLFJYCZ No. 582 paper of civil judgment.

According to (2002) SLFJYCZ No. 582 paper of civil judgment, Shenzhen Xinguang Industry Co.,

Ltd. (“Xinguang Company”) shall, within ten days after the effectiveness of such paper, clean off

2.21 million of principal and interest thereon (such interest shall be counted from 22 Dec. 2000 to

the date when the debts are paid off based on related regulations by the People’s Bank of China as

agreed under Loan Contract) to Shenzhen Shendong Branch of Industrial and Commercial Bank

of China (“Shendong Branch of ICBC”); and International Trade Center Company shall undertake

joint liability for cleaning off such debts.

After the effectiveness of (2002) SLFJYCZ No. 582 paper of civil judgment, Shendong Branch of

ICBC has only been paid off 31,551, and then the creditor’s right has been transferred to Shenzhen

Office of China Orient Asset Management Corporation, who has applied for execution by force to

the People’s Court, but received no more payment. On 22 May 2008, Shenzhen Office of China

Orient Asset Management Corporation further transferred the creditor’s right to Dongfu Asset

Management Corporation. On 24 Oct. 2010, Dongfu Asset Management Corporation again

transferred such right to Shenzhen Hetaiheng Investment Co., Ltd., which has been paid 700,000

during the execution of this paper.

In 2013, International Trade Center Company was under bankruptcy liquidation. On 17 Dec. 2014,

Shenzhen Intermediate People’s Court issued (2013) SZFPZ No. 24-3 paper of civil judgment to

end the bankruptcy proceeding on International Trade Center Company due to its liquidation

failure since the Company’s address was unknown and management failed to take over the

Company’s property and financial data. On 1 Apr.2015, the management of International Trade

Center Company dissolved the company.

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Under (2015) SLFMECZ No. 2499 paper of civil judgment, Shenzhen Hetaiheng Investment Co.,

Ltd. claimed that the Company and China Education Company shall undertake the joint liability

for paying off the debts under (2002) SLFJYCZ No. 582 paper of civil judgment (By 31 Mar.

2015, 2,178,449.00 of principal, with the interest counted from the date as regulated by the law to

the date when the debts are paid off).

It is decided in the first-instance judgment by Shenzhen Luohu District People's Court that the two

sharing companies of International Trade Center Industry Company, namely the Company and

China Education Company, as well as Shicai Company though not involved in this case, shall

undertake the joint liability for the debts of International Trade Center Company under (2002)

SLFJYCZ No. 582 paper of civil judgment since they failed to perform the liquidation liability

and to provide accounting books during bankruptcy proceedings of International Trade Center

Company, which led to the failure of an overall liquidation; as for the debt amount, this Court did

not make any decision since such amount may be changed with the performance of paying off the

debts under (2002) SLFJYCZ No. 582 paper of civil judgment by parties involved.

The Company refuses to accept the above judgment and has appealed against such decision.

During the reporting period, the Company estimated about 834,999.50 of debts based on (2015)

SLFMECZ No. 2499 paper of civil judgment and its actual holding 38.33% of the shares of

International Trade Center Company.

(2) Guarantee

A. The Company obtained a long-term loan of RMB 450 million from Bank of Beijing Co., Ltd.

Shenzhen Branch guaranteed by Huangcheng Real Estate Co., Ltd., which had total lending

RMB144.84 million. The closing balance stood at RMB 144.84 million.

B. The Company’s subsidiary Dongguan International Trade Center Changsheng Real Estate

Development Co., Ltd. borrowed RMB40 million from Bank of Communications Co., Ltd.

Dongguan Branch, by mortgaging the use right of area of 66,881.10 square meters (DFGY (2010)

NO. T316). The Company provided joint liability guarantee and mortgaged its 101-104, 2/F, 5/F

in Block A and 1-02 and 1-03 room in Block B as a total of 8 sets of real estate of Shenzhen

International Trade Center Plaza located at Renmin South Road, Luohu District, Shenzhen., which

had total lending RMB169.2434 million. The closing balance stood at RMB 129.2434 million.

C. The Company’s subsidiary Dongguan International Trade Center Changsheng Real Estate

Development Co., Ltd. belongs to provisional qualification real estate development enterprise,

when dealing with the application of approval of the presale of houses, the commercial housing

quality guarantee after the liquidations of enterprise bankruptcy, dissolution, Dongguan

International Trade Center Changsheng Real Estate Development Co., Ltd. submitted guarantee

RMB12,402,160.00 to Bank of Communications, Duangguang, Dalang Branch, the bank issue 9

Guarantee Letter for irrevocable goods, of which one guarantee of RMB1,468,870.00, from 30Jun.

2015 to 31 Dec. 2020, and the remained were RMB10,933,290.00 from 1 Jul. 2015 to 31 Dec.

2020.

D. Guarantee for the owners: the Company and its subsidiaries are the purchasers providing

mortgage guarantee for the bank, As of 31 Dec. 2015, the unsettle guarantee amount was

RMB220.91 million, the guarantee event was provided by real estate developer for small owners’

purchases of commercial houses of the Company, which was the common phenomenon in the

industry

(3) Contingent assets

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Bureau of Foreign Trade and Economic Cooperation of Hubei province Shenzhen branch

(hereinafter referred as to “Hubei FTEC Shenzhen branch”) sued the Company to Shenzhen

Intermediate Court on July 2000 for termination of the agreement between the Hubei FTEC

Shenzhen branch and the Company about office property of 4,000 square meters purchasing in

Jiabing Building (now renamed as Longyuan Development Building use known as Jinlihua

Commercial Plaza) and asked for refund of purchase payment of RMB10.8 million and an

indemnify of RMB18.6756 million on the ground of delayed delivery. Guangdong Higher Court

issued YGFMYZZ No. 90 judgment (hereinafter referred as to “No. 90 Judgment”) and

adjudicated that the Company should refund the Hubei FTEC Shenzhen branch purchase payment

of RMB 10.8 million and related interests.

Hubei FTEC Shenzhen branch applied for the court to implement the case. At the end of January

2005, Guangzhou Railway Transportation Intermediate Court (hereinafter referred to as “GRTIC”

was appointed by Guangdong Higher Court to execute the case of Hubei FTEC suing the

Company. GRTIC had sent seizure adjudication to liquidation team of Luohu Hotel to seal up the

Company’s RMB 23 million of distributed obligatory right in Luhu Hotel.

The Company rejected the adjudication of Guangdong Higher People’s Court and applied for

retrial to the Supreme People’s Court. In August 2005, the Supreme People’s Court issued (2004)

MEJZ No.146-1 Civil Judgment, adjudicating that Guangdong Higher People’s Court carried out

retrial for this case and the original judgment was suspended to be implemented during retrial

period. On May 12, 2006, Guangdong Higher People’s Court concluded retrial of No. 90

Judgment and maintained adjudication of No. 90 Judgment. The execution of this case was

resumed. Hubei FTEC Shenzhen branch asked GRTIC for payment and re-execution of interest

judgment during retrial period. Meanwhile, the Company applied for temporary respite. On June

30, 2006, GRTIC issued (2004) GTZFZZ No. 225-4 Civil Judgment, adjudicating that: ① the

application for temporary respite of the Company was not adopted due to the lack of fact and legal

basis; ②the application of Hubei FTEC Shenzhen branch related to payment was in conformity

with stipulations of law and GRTIC decided to remit the rest of money to the account of Hubei

FTEC Shenzhen branch after deducting execution fees from RMB 23 million; ③ Hubei FTEC

Shenzhen branch’s application on asking repayment of interest during retrial period was not

supported; ④ Repayment duty of the Company confirmed by No. 90 Judgment was executed and

finished according to law; ⑤ No. 90 Judgment was terminated and executed. The Company had

confirmed losses according to the above adjudications and added the accounts receivable of

Jiyong Company and withdrawn provision for bad debt. The Company considered that there were

errors in identified fact and applicable law of the retrial adjudication from Guangdong Higher

People’s Court and therefore applied for retrial in the Supreme People’s Court. The Supreme

People’s Court issued (2004) MEJZ No. 146-3 Civil Judgment in October 2007, adjudicating that

the Supreme People’s Court would execute retrial for this case. However, the Company revoked

the retrial appeal toward the Supreme Court after comprehensive considerations, and the Supreme

Court approved such cancel.

The 14th and 15th floors of Jiabin Building retuned by Hubei FTEC Shenzhen branch were

possessed by the Company legally after the Company had pay for housing compensation and

interest. For the purpose of resolving building property right problem and through investigation

the Company found that the 14th and 15th floors of Jiabin Building were registered under the name

of Yinzhu Industrial Development Company of Western Zhuhai (hereinafter referred to as

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

“Zhuhai Yinzhu Company” by the means of filing registration. The Company submitted civil

action to Luohu Court on June 2008 to prosecute Zhuhai Yinzhu Company, ask the Court to

confirm that the Company was oblige of the 14th and 15th floors of Jiabin Building and judge that

the 14th and 15th floors of Jiabin Building was transferred to and registered under the name of the

Company. Luohu Court accepted this case according to law with the case number of (2008)

SLFMSCZ No. 1442. On July 21, 2008, the Court made public hearing and presided over

mediation for this case. The Company and Zhuhai Yinzhu Company reached a settlement and

Luohu Court issued Civil Mediation Agreement which mainly contained the following contents:

① the two parties agreed to return the 14th and 15th floors of Jiabin Building to plaintiff (the

Company); ② Defendant should assist plaintiff (the Company) to handle related procedures

about transferring the above house property to the name of the plaintiff. This Civil Mediation

Agreement entered into force pursuant to the law. As of the end of reporting year, the 14th and 15th

floors of Jiabin Building were registered under the name of the Company by Registration Center

for Property of Real Estate of Shenzhen Municipality in the way of filing registration.

Since Shenzhen Longyuan-Kaili-Hengfeng Real Estate Co., Ltd. ( hereinafter as the

“Longyuan-Kaili”) and Shenzhen Huaneng-Jindi Property Co., Ltd.( hereinafter as the “Huaneng

Property”) attempted to reconstruct Jinlihua Commercial Plaza, the Company, the first

administration directly under Shenzhen Urban Planning and Land Resources Committee

(hereinafter as the “SUPLRC”), Longyuan-Kaili and Huaneng Property signed SDHZ (1992) No.

0228 Second Supplementary Agreement of Shenzhen Grant Contract of Land Use Right on March

3, 2011 which was shown as follows: ① SUPLRC agreed that the transferee for the right of use

of the land with a land parcel No. H206-0002 and an area of 6,892 square meters was changed to

Longyuan-Kaili and Huaneng Property; ② Longyuan-Kaili and Huaneng Property undertook all

rights, responsibilities and liabilities of this land parcel and straightened out the relationship of the

transferred property on their own and assisted to handle relevant procedures; ③ Longyuan-Kaili

and Huaneng Property promised to resolve existing mortgage and pre-seizure of this project,

coped with all disputes arising from changes on transferee of right of use of this land and assumed

legal and economic responsibilities; ④ the property right of the 14th and 15th floors in this project

which belonged to commodity houses, were owned by the Company and Longyuan-Kaili and

Huaneng Property were responsible for the construction and decoration of this project according

to harmonized standards on delivery of building; ⑤ the period of use of land parcel was adjusted

to 50 years from February 21, 2011 to February 20, 2061.

In Nov. 2014, Longyuan-Kaili and Huaneng Property obtained the Building Engineering

Construction Permission of Longyuan Development Building, in Dec. 2014, the entrusted

construction unit Silver Guangsha Group Co., Ltd., and the exterior wall decoration, glass curtain

wall, roofing and waterproofing project, ventilating engineering, air conditioning engineering,

building water supply and drainage engineering, outdoor engineering etc. were been conducted,

and finished in Dec. 2015. The project so far, was in the completion acceptance stage.

In 9 Jan. 2015, the project obtained Real Estate Pre-sale Permit, and on 17 Jan. 2015, the project

was opening quotation, in line with the public information inquiry of Shenzhen Urban Planning

and Land Resources Committee, there were 1.077 houses for public sale, as of the end of report

issued, 755 sale contracts and contract records, 70% of the total, the intake time agreed by the

contract was 30 Jun. 2016.

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

The Company believed that: due to the project had been completed in Dec. 2015, and had entered

the in the completion acceptance stage in 2016, the delivery of F14 and F15 has no major

substantive obstacles, the potential assets were sure to received, thus, recognized it as an assets,

listed in other current assets. The Company, in line with the Property Value Of Real Estate

Consulting Report of Jinlihua Building F14, F15 of the North of Shen NanWest Road, Luohu

District, Shenzhen (WUZZ No. 2015-Z12006) issued by Shenzhen World Union Appraisal Co.,

Ltd., which recognized the F14 and F15 of the Company with market of RMB174,382,120 as

value of entered assets.

(2) The Company have no significant contingency to disclose, also should be stated

There was no significant contingency in the Company.

3. Other

Naught

XV. Events after balance sheet date

1. Significant events had not adjusted

Unit: RMB Yuan

Influence number to the

Reason of unable to estimate

Item Content financial position and operating

influence number

results

2. Profit distribution

Unit: RMB Yuan

Planning allocation of profits or dividends 47,678,327.36

Profits or dividends approved, reviewed and issue by the

47,678,327.36

declaration

3. Sales return

Naught

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

4. Notes of other significant events

By 31 Dec. 2015, the Company held 56,600,000.00 (reported under Other Receives) of creditor’s

right on Gintian Industry (Group) Co., Ltd. (“Gintian Industry”) and 53,031,578.72 of withdrawn

bad debt provision on the book.

On 29 Jan. 2016, Shenzhen Intermediate People’s Court issued (2015) SZFPZ No. 14-5 paper of

civil judgment. It is considered that The Reorganization Plan of Gintian Industry (Group) Co., Ltd.

has clearly defined the standard of successful execution of such plan as “the cash and shares

distributed to creditors based on reorganization plan have been transferred to the accounts

specified by creditors or deposited to those specified by the management”. Under the supervision

by the management, Gintian Industry, according to its reorganization plan and the creditors’

payment instruction, has paid cash to the creditors, and meanwhile transferred its tradable share A,

non-tradable share A and share B to the accounts specified by creditors. Besides, Gintian Industry

has also deposited the payment and shares distributed based on the creditors’ rights those not

providing qualified capital accounts or securities accounts. Therefore, Gintian Industry has

successfully executed the reorganization plan. As from suchexecution, Gintian Industry shall not

undertake any liability for the debts reduced or exempted by in the reorganization plan. The paper

further confirmed the successful execution of the reorganization plan by Gintian Industry and thus

ended its bankruptcy proceedings.

Based on the final execution of The Reorganization Plan of Gintian Industry (Group) Co., Ltd.,

the Company received 772,717 tradable A shares, 712,123 non-tradable A shares and 447,217 B

shares distributed by Gintian Industry. Counted on the price issued on the last trading date before

the trading suspension of Gintian Industry (10 Dec. 2014), 2.09 per A share and 1.04 per B share,

the assets compensated shall be valued at 3,568,421.28.

According to (2015) SZFPZ No. 14-5 paper of civil judgment issued by Shenzhen Intermediate

People’s Court, Gintian Industry has successfully executed the reorganization plan, and as from

such execution, Gintian Industry shall not undertake any liability for the debts reduced or

exempted by in the reorganization plan. Therefore, the Company shall write off the receivables of

53,031,578.72 from Gintian. Since this asset item has withdrawn bad debt provision, it will not

exert any influences on business results.

XVI. Other significant events

1. The accounting errors correction in previous period

(1) Retrospective restatement

Unit: RMB Yuan

Name of the influenced report

Content Processing program Cumulative impact

items during comparison period

(2) Prospective application

Content Processing program Reason of adopting prospective application

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

2. Debt restructuring

Inapplicable

3. Replacement of assets

(1) Non-monetary assets exchange

Inapplicable

(2) Other assets replacement

Inapplicable

4. Pension plan

Inapplicable

5. Discontinuing operation

Unit: RMB Yuan

Termination of

the business

Income tax profits

Item Revenue Expense Total profits Net profit

expense attributable to the

parent company

owner

Other notes:

Inapplicable

6. Segment information

(1) Recognition basis and accounting policies of reportable segment

The Group's business includes real estate business, housing lease management, transportation,

catering services, and other business (including: mechanical and electrical professional

maintenance business, mechanics, engineering supervision, parking lot, because of the above

businesses income are small, approve them being merged), etc. The Group separately organized

and managed according to the business and the properties of products and services provided. Each

208

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

business division of the Group was a business group, provided the facing risk and obtained

rewards and products different from other division.

A. Real estate business divisions: real estate development, sales and rental

B. The property management business divisions: building management

C. Transportation business division: operating passenger car

D. Diet services: catering service

E. Other business: operating mechanical and electrical professional maintenance business,

mechanics, engineering supervision business, and parking lot

The management considering the decision of resources and evaluation of performance separately

manage the operating results of each unit of business.

(2) The financial information of reportable segment

Unit: RMB Yuan

Property Transportatio Catering Offset in

Item Real estate Others Undistributed Total

management n service segment

Operation 595,657,932. 383,726,480. 60,914,047.9 31,014,702.8 1,077,418,50

6,105,337.18

revenue 90 02 4 9 0.93

Trading

revenues 12,388,568.8 -21,338,047.5

2,083,303.00 301,670.95 1,288,269.00 5,276,235.69

between 7 1

divisions

Sales 42,384,136.3 41,941,165.9

-442,970.42

expenses 6 4

Investments

in associated

companies 1,637,238.00 1,637,238.00

and joint

ventures

Asset

77,621,988.8 18,542,750.3 96,663,939.7

impairment 680,576.21 41,119.62 -52,369.17 -170,126.21

9 7 1

loss

Depreciation

and 19,263,331.2 18,335,149.0 39,474,798.6

1,444,495.48 390,107.44 41,715.54

amortization 1 2 9

charges

Total profits 222,095,481. 29,272,449.8 -33,946,158.1 -10,621,843.0 216,391,692.

8,401,807.02 1,226,323.68 -36,368.78

(losses) 59 0 2 6 13

5,684,470,69 417,588,343. 380,067,812. 2,362,095,34 -4,479,715,64 4,379,763,48

Total assets 7,339,004.31 7,917,928.25

2.79 01 71 5.82 0.79 6.10

Total 4,108,077,83 319,798,701. 183,821,035. 7,429,395.61 9,406,441.89 1,770,580,39 -4,120,119,17 2,278,994,63

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

liabilities 9.11 37 17 0.13 0.85 2.4

Leong term

equity

investments

34,526,177.4 34,526,177.4

in associated

1 1

companies

and joint

ventures

Increase

amount of

non-current

33,676,912.4 40,901,000.9

assets except 6,327,435.98 894,302.56 2,350.00

4 8

long term

equity

investment

(3) There was no reportable segment, or the total amount of assets and liabilities of each part

of reportable segment, shall disclose the reason.

Inapplicable

(4) Other notes

A. Income of foreign trade of production and labor serve

Item Reporting period Last period

Real estate 595,657,932.90 823,545,260.23

Property management 383,726,480.02 348,639,937.02

Transportation 60,914,047.94 65,503,394.11

Catering service 31,014,702.89 24,634,302.99

Other 6,105,337.18 6,128,557.51

Total 1,077,418,500.93 1,268,451,451.86

B. Geography information

Distribution of foreign trade income:

Item Reporting period Last period

Mainland of China 1,076,951,837.08 1,267,999,589.99

Countries and regions outside the Chinese mainland 466,663.85 451,861.87

Total 1,077,418,500.93 1,268,451,451.86

Distribution of total non-current assets liabilities:

Item Closing balance Opening balance

Mainland of China 457,200,691.14

453,648,609.02

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2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Countries and regions outside the Chinese mainland 2,455,666.52

2,944,308.35

Total 459,656,357.66

456,592,917.37

C. Customers information

the customers of the Group were rather dispersed; there was no individual transaction over 10%.

7. Other important transactions and events have an impact on investors decision-making

Inapplicable

8. Other

Inapplicable

XVII. Notes of main items in the financial statements of the Company

1. Accounts receivable

(1) Accounts receivable classified by category

Unit: RMB Yuan

Closing balance Opening balance

Book balance Bad debt provision Book balance Bad debt provision

Category Withdra

Book

Proportio wal Proportio Withdrawal Book value

Amount Amount value Amount Amount

n proportio n proportion

n

Accounts receivable

with insignificant

single amount for 96,647,8 96,647,8 101,447 101,447,8

98.08 100.00 97.88% 100.00%

which bad debt 89.05 89.05 ,889.05 89.05

provision separately

accrued

Accounts receivable

withdrawal of bad

1,828,82 849,254. 979,569.4 2,149,1 1,119,917 1,029,211.5

debt provision of by 1.77% 46.44% 2.07% 52.11%

4.21 72 9 28.71 .19 2

credit risks

characteristics:

Accounts receivable 54,380.3 0.05% 54,380.3 100.00% 54,380. 0.05% 54,380.35 100.00%

211

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

with insignificant 5 5 35

single amount for

which bad debt

provision separately

accrued

98,531,0 97,551,5 979,569.4 103,651 102,622,1 1,029,211.5

Total 100.00 99.01 100.00% 99.01%

93.61 24.12 9 ,398.11 86.59 2

Accounts receivable with significant single amount for which bad debt provision separately accrued at the

period-end

√ Applicable □ Inapplicable

Unit: RMB Yuan

Accounts receivable Closing balance

(entity) Account receivable Bad debt provision Withdrawal proportion Withdrawal reason

93,811,328.05 93,811,328.05 100.00 Involved in lawsuit and

Shenzhen Jiyong no executable property,

Properties & Resources please refer to Section X.

Development Company Financial Report XIV. 2,

(1)

Shenzhen Tewei Industry Uncollectible for a long

2,836,561.00 2,836,561.00 100.00%

Co., Ltd. period

Total 96,647,889.05 96,647,889.05 -- --

In the groups, accounts receivable adopting aging analysis method to withdraw bad debt provision:

√ Applicable □ Inapplicable

Unit: RMB Yuan

Closing balance

Aging

Account receivable Bad debt provision Withdrawal proportion

Subentry within 1 year

Within 1 year (including 1 year) 429,793.50 12,893.81 3.00%

Subtotal of within 1 year 429,793.50 12,893.81 3.00%

2 to 3 years 803,814.00 241,144.20 30.00%

Over 5 years 595,216.71 595,216.71 100.00%

Total 1,828,824.21 849,254.72 46.44%

Notes:

For details, please refer to Section X. Financial Report V. 11

In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision:

□ Applicable √ Inapplicable

In the groups, accounts receivable adopting other methods to withdraw bad debt provision:

212

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

(2) Bad debt provision withdrawal, reversed or recovered in the report period

The withdrawal amount of the bad debt provision during the reporting period was of RMB-270,662.47; the amount

of the reversed or collected part during the reporting period was of RMB4,800,000.00.

Significant amount of reversed or recovered bad debt provision:

Unit: RMB Yuan

Name of the entity Amount Method

Total 4,800,000.00 --

(3) Particulars of the actual verification of accounts receivable during the reporting period

Unit: RMB Yuan

Item Amount

Of which: significant actual verification of accounts receivable

Unit: RMB Yuan

Whether occurred

Name of the entity Nature Amount Reason Procedure because of related

party transactions

Total -- 0.00 -- -- --

Notes:

No such case in reporting period.

(4) Top five of account receivable of closing balance collected by arrears party

Name of the entity Closing balance Proportion (%) Closing balance of bad debt

provision

Shenzhen Jiyong Properties & 93,811,328.05 95.21 93,811,328.05

Resources Development Company

Shenzhen Tewei Industry Co., Ltd. 2,836,561.00 2.88 2,836,561.00

RAINBOW DEPARTMENT STORE 1,399,030.71 1.42 836,360.91

CO., LTD

Shenzhen Jindu Wedding Etiquette Co., 283,251.00 0.29 8,497.53

Ltd.

Luohu District Economic Development 54,380.35 0.06 54,380.35

Co., Ltd.

Total 98,384,551.11 99.86 97,547,127.84

(5) Derecogniziton of account receivable due to the transfer of financial assets

Naught

213

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

(6) The amount of the assets and liabilities formed by the transfer and the continues

involvement of accounts receivable

Naught

Notes:

Naught

2. Other accounts receivable

(1) Other account receivable classified by category

Unit: RMB Yuan

Closing balance Opening balance

Book balance Bad debt provision Book balance Bad debt provision

Category Withdra

Book

Proportio wal Proportio Withdrawal Book value

Amount Amount value Amount Amount

n proportio n proportion

n

Other accounts

receivable with

insignificant single 188,204, 89,137,8 99,066,31 184,010 115,277,8 68,732,459.

10.08% 47.36% 9.76% 62.65%

amount for which 157.06 42.62 4.44 ,311.48 52.18 30

bad debt provision

separately accrued

Other accounts

receivable withdrawn 1,699,1

1,676,94 9,623,90 1,667,326 9,668,771 1,689,505,8

bad debt provision 89.79% 0.57% 74,579. 90.11% 0.57%

9,946.25 6.48 ,039.77 .88 07.43

according to credit 31

risks characteristics

Other accounts

receivable with

insignificant single 2,415,32 2,415,32 2,421,3 2,421,326

0.13% 100.00% 0.13% 100.00%

amount for which 6.23 6.23 26.23 .23

bad debt provision

separately accrued

1,885,6

1,867,56 101,177, 1,766,392 127,367,9 1,758,238,2

Total 100.00% 5.42% 06,217. 100.00% 6.75%

9,429.54 075.33 ,354.21 50.29 66.73

02

214

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Other accounts receivable with significant single amount for which bad debt provision separately accrued at the

period-end

√ Applicable □ Inapplicable

Unit: RMB Yuan

Closing balance

Other accounts receivable

Other accounts

(unit) Bad debt provision Withdrawal proportion Withdrawal reason

receivable

Shum Yip Properties Uncollectible for a long

103,008,475.56 7,510,582.40 7.29%

Development Co., Ltd. period

Perform guarantee item,

Jintian Group Co., Ltd. 56,600,000.00 53,031,578.72 93.70%

irrecoverable

Anhui Nanpeng Irrecoverable for long

8,047,712.00 8,047,712.00 100.00%

Papermaking Co., Ltd. time

The Company was

Advances the shopping

6,481,353.60 6,481,353.60 100.00% enforced to conduct,

mall gold business utilities

irrecoverable

Shanghai Yutong Real

estate development Co., 5,676,000.00 5,676,000.00 100.00% Judgments, irrecoverable

Ltd.

Irrecoverable for long

Wuyao Company 3,271,837.78 3,271,837.78 100.00%

time

Dameisha Tourism Cente 2,576,445.69 2,576,445.69 100.00% Suspend of projects

Project son hold

Elevated Train Project 2,542,332.43 2,542,332.43 100.00%

irrecoverable

Total 188,204,157.06 89,137,842.62 -- --

In the groups, other accounts receivable adopting aging analysis method to withdraw bad debt provision:

√ Applicable □ Inapplicable

Unit: RMB Yuan

Closing balance

Aging

Other accounts receivable Bad debt provision Withdrawal proportion

Subentry within 1 year

Within 1 year (including 1 year) 298,875.17 8,966.25 3.00%

Subtotal of within 1 year 298,875.17 8,966.25 3.00%

1 to 2 years 351,821.46 35,182.15 10.00%

2 to 3 years 4,853.18 1,455.95 30.00%

Over 5 years 9,578,302.13 9,578,302.13 100.00%

Total 10,233,851.94 9,623,906.48 94.04%

Notes:

215

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

For details, please refer to Section X. Financial Report V. 11.

In the groups, other accounts receivable adopting balance percentage method to withdraw bad debt provision

□ Applicable √ Inapplicable

In the groups, other accounts receivable adopting other methods to withdraw bad debt provision:

□ Applicable √ Inapplicable

(2) Bad debt provision withdrawal, reversed or recovered in the report period

The withdrawal amount of the bad debt provision during the reporting period was of RMB -44,865.40; the amount

of the reversed or collected part during the reporting period was of RMB26,254,513.85.

Significant amount of reversed or recovered bad debt provision

Unit: RMB Yuan

Name of the entity Reversed or collected amount Method

Of which: recovered and reversed asset

Shum Yip Properties Development Co., Ltd. 22,680,092.57

value

Jintian Industrial (Group) Co., Ltd. 3,568,421.28 Debt to equity

Total 26,248,513.85 --

The amount of bad debt provision was RMB-44,865.40; the increase of amount of bad debt provision of foreign

currency of creditor's rights receivable after exchange was RMB2, 460,156.77, the amount of reversed or

recovered bad debt provision in the report period RMB 26,254,513.85. In Apr. 2014, due to Shenzhen International

Trade Center Industrial Development Co., Ltd.’s original transfer of bad debt provision of RMB2, 351,652.48 to

other current assets were canceled.

(3) Particulars of the actual verification of other accounts receivable during the reporting

period

Unit: RMB Yuan

Item Amount

Of which: significant actual verification of other accounts receivable

Unit: RMB Yuan

Whether occurred

Name of the entity Nature Amount Reason Procedure because of related

party transactions

Total -- 0.00 -- -- --

Notes of write-off other accounts receivable:

(4) Other account receivable classified by account nature

Unit: RMB Yuan

216

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Nature Closing book balance Opening book balance

Margin 3,204,898.13 2,311,917.57

Pretty cash advance 47,200.00 65,579.80

Account receivable to subsidiary 1,769,778,048.64 1,785,986,694.93

Account receivable to affiliated company 9,794,976.25 11,427,396.73

Account receivable non-affiliated company 84,744,306.52 85,814,627.99

Total 1,867,569,429.54 1,885,606,217.02

(5) Top 5 of the closing balance of the other accounts receivable collected according to the

arrears party

Unit: RMB Yuan

Closing balance of

Name of the entity Nature Closing balance Aging Proportion%

bad debt provision

PRD Yangzhou Real

Account receivable

Estate Development 659,369,836.60 Within 4 year 35.31%

to subsidiary

Co., Ltd.

PRD Group Xuzhou

Account receivable

Dapeng Real Estate 580,204,789.61 Within 4 year 31.07%

to subsidiary

Development Co.,Ltd.

Dongguan

International Trade

Center Changsheng Account receivable

264,541,793.00 Within 3 year 14.17%

Real Estate to subsidiary

Development Co.,

Ltd.

Shum Yip Properties

Account receivable

Development Co., 103,008,475.56 Over 5 years 5.52% 7,510,582.40

to subsidiary

Ltd.

Shenzhen

Huangcheng Real Account receivable

90,040,000.00 Within 2 year 4.82%

Estate Management to subsidiary

Co., Ltd.

Total -- 1,697,164,894.77 -- 90.88% 7,510,582.40

(6) Account receivable involving government subsidies

Unit: RMB Yuan

Project of government Estimated recovering

Name of the entity Closing balance Closing aging

subsidies time, amount and basis

217

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Total -- 0.00 -- --

Naught

(7) Other account receivable derecognized due to the transfer of financial assets

Naught

(8) Amount of transfer other account receivable and assets and liabilities formed by its

continuous involvement

Naught

Notes:

Naught

3. Long-term equity investment

Unit: RMB Yuan

Closing balance Opening balance

Item Depreciation Depreciation

Book balance Book value Book balance Book value

reserves reserves

Investment to the

278,521,260.98 31,964,000.00 246,557,260.98 278,521,260.98 31,964,000.00 246,557,260.98

subsidiary

Investment to

joint ventures and

67,333,791.55 32,807,614.14 34,526,177.41 69,379,526.10 36,490,586.69 32,888,939.41

associated

enterprises

Total 345,855,052.53 64,771,614.14 281,083,438.39 347,900,787.08 68,454,586.69 279,446,200.39

(1) Investment to the subsidiary

Unit: RMB Yuan

Withdrawn

Closing balance

impairment

Investee Opening balance Increase Decrease Closing balance of impairment

provision in the

provision

reporting period

Shenzhen

Huangcheng Real 28,500,000.00 28,500,000.00

Estate Co., Ltd.

218

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

SZPRD Real

Estate

30,950,000.00 30,950,000.00

Development Co.,

Ltd.

PRD Yangzhou

Real Estate

50,000,000.00 50,000,000.00

Development Co.,

Ltd.

Dongguan

International Trade

Center

Changsheng Real 20,000,000.00 20,000,000.00

Estate

Development Co.,

Ltd.

Shenzhen

International Trade

29,850,000.00 29,850,000.00

Center Vehicles

Industry Co., Ltd.

SHENZHEN

INTERNATIONA

L TRADE

CENTER 20,000,000.00 20,000,000.00

PROPERTY

MANAGERMEN

T CO., LTD.

Shenzhen Shenxin

Motor Rent Co., 12,877,260.98 12,877,260.98

Ltd.

Shenzhen

International Trade

1,600,000.00 1,600,000.00 1,600,000.00

Center Food Co.,

Ltd.

Shenzhen Property

Construction

3,000,000.00 3,000,000.00

Supervision Co.,

Ltd.

Shenzhen

International Trade 12,000,000.00 12,000,000.00 12,000,000.00

Plaza

Shenzhen Real 1,380,000.00 1,380,000.00

219

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Estate Exchange

Zhanjiang

Shenzhen Real

Estate 2,530,000.00 2,530,000.00 2,530,000.00

Development Co.,

Ltd.

Shum Yip

Properties

15,834,000.00 15,834,000.00 15,834,000.00

Development Co.,

Ltd.

PRD Group

Xuzhou Dapeng

Real Estate 50,000,000.00 50,000,000.00

Development Co.,

Ltd.

Total 278,521,260.98 278,521,260.98 31,964,000.00

(2) Investment to joint ventures and associated enterprises

Unit: RMB Yuan

Increase/decrease in reporting period

Investme Closing

Adjustme

nt profit Withdraw balance

Additiona nt of Declarati

Opening Negative and loss Other n Closing of

Investee l other on of cash

balance investmen recognize equity impairme Other balance impairme

investmen comprehe dividends

t d under changes nt nt

t nsive or profits

the equity provision provision

income

method

I. Joint ventures

Shenzhen

Jifa

29,880,87 908,463.5 30,789,34

Warehous

8.39 9 1.98

e Co.,

Ltd.

Tianan

Internatio

nal

3,008,061 728,774.4 3,736,835

Building

.02 1 .43

Property

Managem

ent

220

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Company

of

Shenzhen

32,888,93 1,637,238 34,526,17

Subtotal

9.41 .00 7.41

II. Associated enterprises

Shenzhen

Wufang

Pottery & 18,983,61 18,983,61 18,983,61

Porcelain 4.14 4.14 4.14

Industrial

Co., Ltd.

Shenzhen

Internatio

nal Trade

Center 3,682,972 -3,682,97

Industrial .55 2.55

Develop

ment Co.,

Ltd.

Anhui

Nanpeng

13,824,00 13,824,00 13,824,00

Papermak

0.00 0.00 0.00

ing Co.,

Ltd.

36,490,58 -3,682,97 32,807,61 32,807,61

Subtotal

6.69 2.55 4.14 4.14

69,379,52 1,637,238 -3,682,97 67,333,79 32,807,61

Total

6.10 .00 2.55 1.55 4.14

(3) Other notes

The decrease of long term equity investment of Shenzhen International Trade Center Industrial Development Co.,

Ltd. was the assets to be cancel after verification transfer to current assets canceled by the bankruptcy

administrator in Apr. 2014.

4. Revenues and operating costs

Unit: RMB Yuan

Reporting period Same period of last year

Item

Revenue Operating costs Revenue Operating costs

221

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Main operations 61,440,361.37 14,568,381.71 56,980,961.69 19,108,080.80

Other operations 9,387,672.00 6,953,574.65

Total 61,440,361.37 14,568,381.71 66,368,633.69 26,061,655.45

Notes:

5. Investment income

Unit: RMB Yuan

Item Reporting period Same period of last year

Long-term equity investment income

1,637,238.00 -352,555.03

accounted by equity method

Investment income arising from disposal of

207,432,184.22

long-term equity investments

Investment income received from disposal of

5,709,098.20

available-for-sale financial assets

Investment income arising from entrust loans 3,378,400.00

Others 225,340.35

Total 7,571,676.55 210,458,029.19

6. Other

Inapplicable

XVIII. Supplementary materials

1. Items and amounts of extraordinary gains and losses

√ Applicable □ Inapplicable

Unit: RMB Yuan

Item Amount Explanation

Gains/losses on the disposal of non-current

-175,931.40

assets

Tax rebates, reductions or exemptions due to

approval beyond authority or the lack of 153,795.84

official approval documents

The non-operating revenue was increased

Profits or losses incurred from contingency of 3269.02% over the last period was

168,991,971.80

of non-operating business. mainly due to the recognition of assets of

Dragon Garden Development Building

222

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

F14, F15, RMB169,582,120.00, For

details, please refer to Section X Financial

Report (XIV) 2, (2).

Gain/loss from change of fair value of

transactional assets and liabilities, and

investment gains from disposal of

transactional financial assets and liabilities 5,709,098.20

and available-for-sale financial assets, other

than valid hedging related to the Company’s

common businesses

Reverse of bad debt provision of account

receivable individually conducting 8,374,421.28

impairment test

Other non-operating income and expenses

164,576.21

other than the above

Less: Income tax effects 44,878,576.92

Total 138,339,355.01 --

Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in

the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the

Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said

explanatory announcement as a recurrent gain/loss item

□ Applicable √ Inapplicable

2. Return on equity (ROE) and earnings per share (EPS)

EPS(Yuan/share)

Profit as of reporting period Weighted average ROE (%)

EPS-basic EPS-diluted

Net profit attributable to common

7.59% 0.2631 0.2631

shareholders of the Company

Net profit attributable to common

shareholders of the Company after

0.89% 0.0310 0.0310

deduction of non-recurring profit

and loss

3. Differences between accounting data under domestic and overseas accounting standards

(1) Differences of net profit and net assets disclosed in financial reports prepared under

international and Chinese accounting standards

√ Applicable □ Inapplicable

Unit: RMB Yuan

223

2015 Annual Report of Shenzhen Properties & Resources Development (Group) Ltd.

Net profit Net asset

Reporting period Same period of last year Closing balance Opening balance

According to Chinese

156,819,966.71 417,498,679.91 2,099,906,766.61 2,074,242,662.07

accounting standards

Items and amounts adjusted according to international accounting standards

According to international

156,819,966.71 417,498,679.91 2,099,906,766.61 2,074,242,662.07

accounting standards

(2) Differences of net profit and net assets disclosed in financial reports prepared under

overseas and Chinese accounting standards

√ Applicable □ Inapplicable

Name of foreign accounting standard

Unit: RMB Yuan

Net profit Net asset

Reporting period Same period of last year Closing balance Opening balance

According to Chinese

156,819,966.71 417,498,679.91 2,099,906,766.611 2,074,242,662.07

accounting standards

Items and amounts adjusted according to international accounting standards

According to international

156,819,966.71 417,498,679.91 2,099,906,766.61 2,074,242,662.07

accounting standards

(3) Explain reasons for the differences between accounting data under domestic and

overseas accounting standards, for audit data adjusting differences had been foreign audited,

should indicate the name of the foreign institutions

No difference

4. Other

Naught

224

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