深物业B：2018年年度报告（英文版）.PDF

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1、ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2018 1 SHENZHEN PROPERTIES & RESOURCES DEVELOPMENT (GROUP) LTD. ANNUAL REPORT 2018 （Announcement No. 2019-12） March 2019 ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2018 2 Table of Contents Part I Impor

2、tant Notes, Table of Contents and Definitions . 3 Part II Corporate Information and Key Financial Information . 5 Part III Business Summary . 10 Part IV Operating Performance Discussion and Analysis . 16 Part V Significant Events . 38 Part VI Share Changes and Shareholder Information . 49 Part VII P

3、referred Shares . 59 Part VIII Directors, Supervisors, Senior Management and Staff. 60 Part IX Corporate Governance . 70 Part X Corporate Bonds . 77 Part XI Financial Statements . 78 Part XII Documents Available for Reference . 226ShenZhen Properties & Resources Development (Group) Ltd. Annual Repor

4、t 2018 3 Part I Important Notes, Table of Contents and Definitions The Board of Directors (or the “Board”), the Supervisory Committee as well as the directors, supervisors and senior management of ShenZhen Properties & Resources Development (Group) Ltd. (hereinafter referred to as the “Company”) her

5、eby guarantee the factuality, accuracy and completeness of the contents of this Report and its summary, and shall be jointly and severally liable for any misrepresentations, misleading statements or material omissions therein. Liu Shengxiang, the Companys legal representative, Cai Lili, the Companys

6、 head of financial affairs, and Liu Qiang, head of the Companys financial department (equivalent to financial manager) hereby guarantee that the Financial Statements carried in this Report are factual, accurate and complete. All the Companys directors have attended the Board meeting for the review o

7、f this Report and its summary. The Company is subject to the Guideline No. 3 of the Shenzhen Stock Exchange on Information Disclosure by Industryfor Listed Companies Engaging in Real Estate, for which it is required to include in this Report the changes in the countrys real estate policy and the rel

8、ated financial policy, as well as the supply and demand changes in the real estate sector. The Board has approved a final dividend plan as follows: based on the 595,979,092 shares, a cash dividend of RMB3.00 (tax inclusive) per 10 shares is to be distributed to the shareholders, with no bonus issue

9、from either profit or capital reserves. This Report and its summary have been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese versions shall prevail. ShenZhen Properties & Resources Development (Group) Ltd. Annual Rep

10、ort 2018 4 Definitions Term Definition The Company, the Group, SZPRD or we ShenZhen Properties & Resources Development (Group) Ltd. and its consolidated subsidiaries, except where the context otherwise requires SIHC Shenzhen Investment Holdings Co., Ltd. SCIHC Shenzhen Construction Investment Holdin

11、gs Corporation SIM Shenzhen Investment Management Co., Ltd. ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2018 5 Part II Corporate Information and Key Financial Information I Corporate Information Stock name PRD, PRD-B Stock code 000011, 200011 Changed stock name (if any) N/

12、A Stock exchange for stock listing Shenzhen Stock Exchange Company name in Chinese 深圳市物业发展(集团)股份有限公司 Abbr. 深物业集团 Company name in English (if any) ShenZhen Properties & Resources Development (Group) Ltd. Abbr. (if any) SZPRD Legal representative Liu Shengxiang Registered address 39/F and 42/F, Intern

13、ational Trade Center, Renmin South Road, Shenzhen, Guangdong Province, P.R.China Zip code 518014 Office address 39/F and 42/F, International Trade Center, Renmin South Road, Shenzhen, Guangdong Province, P.R.China Zip code 518014 Company website Email address II Contact Information Board Secretary S

14、ecurities Representative Name Fan Weiping Qian Zhong and Ding Minghua Address 42/F, International Trade Center, Renmin South Road, Shenzhen, Guangdong Province, P.R.China 42/F, International Trade Center, Renmin South Road, Shenzhen, Guangdong Province, P.R.China Tel. 0755-82211020 0755-82211020 Fax

15、 0755-82210610 82212043 0755-82210610 82212043 Email address ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2018 6 III Media for Information Disclosure and Place where this Report Is Lodged Newspapers designated by the Company for information disclosure For A-stock investors:

16、 Securities Times For B-stock investors: Ta Kung Pao (HK) Website designated by CSRC for publication of this Report Place where this Report is lodged Board Office, 42/F, International Trade Center, Renmin South Road, Shenzhen, Guangdong Province, P.R.China IV Change to Company Registered Information

17、 Unified social credit code No change Change to principal activity of the Company since going public (if any) No change Every change of controlling shareholder since incorporation (if any) On 29 September 2004, the State-Owned Assets Supervision and Administration Commission of Shenzhen Municipality

18、 (SASAC Shenzhen) decided to incorporate Shenzhen Investment Holdings Co., Ltd. (SIHC) to include Shenzhen Investment Management Co., Ltd. (SIM, the former controlling shareholder of the Company) and Shenzhen Construction Investment Holdings Corporation (SCIHC). SCIHC and SIM hold 323,796,324 and 56

19、,582,573 shares respectively in the Company, representing a combined stake of 63.82%. On 19 October 2018, the Company was notified by its actual controlling shareholder SIHC that it had received the Confirmation of Securities Transfer Registration from China Securities Depository and Clearing Co., L

20、td. (Shenzhen branch), marking the completion of the equity transfer to SIHC. As such, SIHC has become the controlling shareholder of the Company. V Other Information The independent audit firm hired by the Company: Name Ruihua Certified Public Accountants LLP Office address 9-10/F, Taiping Finance

21、Tower, 6001 Yitian Road, Futian District, Shenzhen City, Guangdong Province, China Accountants writing signatures Cai Xiaodong and Wang Huansen The independent sponsor hired by the Company to exercise constant supervision over the Company in the Reporting Period: Applicable Not applicable The indepe

22、ndent financial advisor hired by the Company to exercise constant supervision over the Company in the Reporting Period: Applicable Not applicable ShenZhen Properties & Resources Development (Group) Ltd. Annual Report 2018 7 VI Key Financial Information Indicate by tick mark whether there is any retr

23、ospectively restated datum in the table below. Yes No 2018 2017 2018-over-2017 change (%) 2016 Operating revenue (RMB) 2,787,240,632.53 2,904,690,690.53 -4.04% 2,059,204,077.18 Net profit attributable to the listed companys shareholders (RMB) 592,723,852.71 622,962,734.37 -4.85% 354,857,241.74 Net p

24、rofit attributable to the listed companys shareholders before exceptional items (RMB) 591,362,024.37 559,625,850.90 5.67% 357,519,344.14 Net cash generated from/used in operating activities (RMB) 1,123,594,927.59 -346,269,760.94 424.49% 2,252,041,183.42 Basic earnings per share (RMB/share) 0.9945 1.

25、0453 -4.86% 0.5954 Diluted earnings per share (RMB/share) 0.9945 1.0453 -4.86% 0.5954 Weighted average return on equity (%) 18.94% 26.64% -7.70% 15.79% 31 December 2018 31 December 2017 Change of 31 December 2018 over 31 December 2017 (%) 31 December 2016 Total assets (RMB) 5,820,202,137.54 5,393,33

26、1,548.87 7.91% 6,654,356,144.10 Equity attributable to the listed companys shareholders (RMB) 3,337,949,324.64 2,921,693,794.08 14.25% 2,410,434,735.75 VII Accounting Data Differences under Chinas Accounting Standards for Business Enterprises (CAS) and International Financial Reporting Standards (IF

27、RS) and Foreign Accounting Standards 1. Net Profit and Equity under CAS and IFRS Applicable Not applicable No difference for the Reporting Period. 2. Net Profit and Equity under CAS and Foreign Accounting Standards Applicable Not applicable ShenZhen Properties & Resources Development (Group) Ltd. An

28、nual Report 2018 8 No difference for the Reporting Period. VIII Key Financial Information by Quarter Unit: RMB Q1 Q2 Q3 Q4 Operating revenue 544,366,414.09 280,647,570.88 373,989,694.46 1,588,236,953.10 Net profit attributable to the listed companys shareholders 53,456,824.88 29,515,702.71 61,216,16

29、3.81 448,535,161.31 Net profit attributable to the listed companys shareholders before exceptional items 53,039,124.57 28,924,009.75 61,962,097.63 447,436,792.42 Net cash generated from/used in operating activities -96,704,935.74 -128,887,050.07 275,573,016.00 1,073,613,897.40 Indicate by tick mark

30、whether any of the quarterly financial data in the table above or their summations differs materially from what have been disclosed in the Companys quarterly or interim reports. Yes No IX Exceptional Gains and Losses Applicable Not applicable Unit: RMB Item 2018 2017 2016 Note Gain or loss on dispos

31、al of non-current assets (inclusive of impairment allowance write-offs) -79,489.58 104,883,756.37 -182,886.11 Disposal of miscellaneous assets Government subsidies charged to current profit or loss (exclusive of government subsidies given in the Companys ordinary course of business at fixed quotas o

32、r amounts as per the governments uniform standards) 165,676.08 The subsidy for keeping stable jobs Gain or loss on contingencies that do not arise in the Companys ordinary course of business -5,491,792.67 -4,366,315.82 Non-operating income and expense other than the above 1,724,017.41 -466,062.66 1,

33、010,733.64 Penalty and liquidated damages income Less: Income tax effects 448,375.57 35,589,017.57 -876,365.89 Total 1,361,828.34 63,336,883.47 -2,662,102.40 - Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item defined or listed in the Explanatory ShenZhen Propert

34、ies & Resources Development (Group) Ltd. Annual Report 2018 9 Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the PublicExceptional Gain/Loss Items: Applicable Not applicable No such cases for the Reporting Period. ShenZhen Properties & Resources Development (

35、Group) Ltd. Annual Report 2018 10 Part III Business Summary I Principal Activity of the Company in the Reporting Period Is the Company subject to any industry-specific disclosure requirements? Yes, because the Company engages in real estate. (I) Core Business Overview Shenzhen Property Group was est

36、ablished in November 1982 that the predecessor was Luohu Engineering Construction Headquarters and renamed to Shenzhen Municipal Property Development Corporation in August 1985. The Company was determined as the second batch of pilot units for joint-stock reform of state-owned enterprises in 1988. A

37、pproved by the municipal government, the Company renamed to Shenzhen Properties & Resources Development (Group) Ltd. (SZPRD) in April 1990. The stock of the group company (Shenzhen Property A+B; securities code 000011/200011) was officially listed in Shenzhen Stock Exchange in March 1992. The Compan

38、y is headquartered in International Trade Centre Building, Renmin South Road, Luohu District. At its inception, the Company contracted and built Shenzhen International Trade Centre Building as Party A, and created the world-famous Shenzhen Speed that one floor was completed in three days. Internatio

39、nal Trade Centre Building ranked the first place in several places in China: It was the first super-high-rise building in China, which has occupied the position of the tallest building in the country for ten years; It was the first building project involving bidding in China. It is the landmark buil

40、ding in Luohu and even Shenzhen, a resounding historical and cultural symbol in Shenzhen and the cultural card in Shenzhen. It was selected into the first batch of 45 historical buildings in Shenzhen and became The Reflection of the Shenzhen Speed and the Symbol of the Reform and Opening-up with a r

41、eputation for the whole country and even the world. The enterprise spirit of going ahead and reforming of Shenzhen Property Group has also become the spiritual totem of the numerous entrepreneurs in Shenzhen. The three generations of leaders of the Party and the State are very concerned about the gr

42、owth and development of the Company. On 22 June 1990, Comrade Jiang Zemin inspected the International Trade Centre Building and commemorated the inscription; On 20 January 1992, Comrade Deng Xiaoping overlooked Shenzhen in the revolving restaurant at the 53rd floor of the International Trade Centre

43、Building, and delivered a 30-minute South Inspection Speech; On 13 November 1994, Comrade Hu Jintao personally inspected the Company and commemorated the inscription. Since its establishment 37 years ago, the Company has developed into a large-scale comprehensive group company from a simple project

44、company at that time, taking Luohu as its base area and radiating all over the country. The group has successively won a number of honors, such as the second place of Top-100 Real Estate Enterprises with Comprehensive Benefits in China, the 23rd place of the first rating of Top 100 Companies with Co

45、mprehensive Strength of Listed Companies in China, Top-500 Real Estate Development Enterprises in China for eight consecutive years (2011-2018), the 35th place of National Property Service Industry in 2018, the fourth place of Excellent property Management Enterprises in Chinas Industrial Park in 20

46、17, etc. The Company currently has 9 functioning secondary subsidiaries in total, including 4 property development subsidiaries (Shenzhen Huangcheng Real Estate Co., Ltd., Dongguan ITC Changsheng Real Estate Development Co., Ltd., SZPRD Xuzhou Dapeng Real Estate Development Co., Ltd. and SZPRD Yangz

47、hou Real Estate Development Co., Ltd.), 1 property management subsidiary, 1 housing assets operation subsidiary, 2 joint ventures (SZPRD Jifa Warehouse Co., Ltd. and Shenzhen Tianan International Building Property Management Co., Ltd., with the Company holding a 50% stake in both), and 1 catering su

48、bsidiary. 1. Property Development The property development business is principally operated by 4 subsidiaries. Those four subsidiaries are Shenzhen Huangcheng Real Estate Co., Ltd., Dongguan ITC Changsheng Real Estate Development Co., Ltd., SZPRD Xuzhou Dapeng Real Estate Development ShenZhen Proper

49、ties & Resources Development (Group) Ltd. Annual Report 2018 11 Co., Ltd., and SZPRD Yangzhou Real Estate Development Co., Ltd. The following 6 property developments are currently ongoing: (1) SZPRD-Golden Collars Resort (Shenzhen): Located at the Huanggang Port, historical land, site area 12,600 ,

50、plot ratio 10.5, total floor area 130,000 and sales have started in 2018. (2) SZPRD-Qianhai Gangwan Garden (Shenzhen): Obtained in July 2011 in an asset swap promised in the share reform, site area 19,900 , plot ratio 3.2, total land price RMB270 million, open for sale in November 2015 and is curren