2013 Annual Report of Shenzhen International Enterprise Co., Ltd.
SHENZHEN INTERNATIONAL ENTERPRISE CO., LTD.
2013 ANNUAL REPORT
March 2014
2013 Annual Report of Shenzhen International Enterprise Co., Ltd.
Section I. Important Reminders, Catalogue & Explanation
The Board of Directors, the Supervisory Committee, directors, supervisors and senior management
staff of Shenzhen International Enterprise Co., Ltd. (hereinafter referred to as ―the Company‖)
warrant that this report is factual, accurate and complete without any false record, misleading
statement or material omission. And they shall be jointly and severally liable for that.
All directors attended the board session for reviewing this report.
Company's profit distribution plan reviewed and approved by the Board are as follows: the total
share capital of the company to December 31, 2013 as the base, to all shareholders for every 10
shares were distributed 0.00 yuan (including tax), 0 bonus shares (including tax ) to the capital fund
of 2 shares for every 10 shares to all shareholders.
Chairman of the Board of the Company Zheng Kanghao, company principal, Chen Xiaohai, chief of
the accounting work, and Xu Xiaoyun, chief of the accounting organ (chief of accounting), hereby
confirm that the Financial Report enclosed in this report is factual, accurate and complete.
This report involves futures plans and some other forward-looking statements which shall not be
considered as virtual promises to investors. Investors are kindly reminded to pay attention to
possible risks.
This report is prepared in both Chinese and English. Should there be any discrepancy between the
two versions, the Chinese version shall prevail.
2013 Annual Report of Shenzhen International Enterprise Co., Ltd.
Catalogue
Section I. Important Reminders, Catalogue & Explanation................................................. 1
Section II. Company Profile ....................................................................................................... 5
Section III. Accounting & Business Highlights...................................................................... 8
Section IV. Report of the Board of Directors ........................................................................ 10
Section VI. Change in Shares & Shareholders ..................................................................... 37
Section VII. Directors, Supervisors, Senior Management Staff & Employees .............. 43
Section VIII. Corporate Governance ...................................................................................... 50
Section IX. Internal Control ..................................................................................................... 55
Section X. Financial Report ...................................................................................................... 57
Section XI. Documents Available for Reference ................................................................ 170
2013 Annual Report of Shenzhen International Enterprise Co., Ltd.
Explanation
Refers
Term Contents
to
Refers
The Company, Company Shenzhen International Enterprise Co., Ltd.
to
Refers
Multi Profit Asia Pacific Multi Profit Asia Pacific Investment Ltd.
to
Refers
Rongfa Company Shenzhen Rongfa Investment Co., Ltd.
to
Refers Shenzhen International Enterprise Forestry Development Co., Ltd. and its
Forestry Company
to forestry subordinates
Refers
Rongfa Business Shenzhen Rongfa Business Management Co., Ltd.
to
Refers
Wongtee Plaza Wongtee IA Shopping Plaza (formerly known as IA Mall)
to
2013 Annual Report of Shenzhen International Enterprise Co., Ltd.
Reminder of Major Risks
The Company has described in detail the possible risks and countermeasures in the outlook of the
Company‘s future development in the Section IV. Report of the Board of Directors in this report.
Investors are kindly reminded to pay attention to that. Securities Times, Ta Kung Pao (HK) and
www.cninfo.com.cn are designated by the Company as the media for information disclosure. All
information of the Company shall be subject to what is disclosed by the Company on the said media.
And Investors are kindly reminded to pay attention to possible investment risks.
2013 Annual Report of Shenzhen International Enterprise Co., Ltd.
Section II. Company Profile
I. Company information
Stock abbreviation *STGS, *STGSB Stock code 000056, 200056
Stock exchange listed with Shenzhen Stock Exchange
Chinese name of the Company 深圳市国际企业股份有限公司
Abbr. of the Chinese name of
*ST 国商、*ST 国商 B
the Company
English name of the Company
SHENZHEN INTERNATIONAL ENTERPRISE CO.,LTD.
(if any)
Legal representative of the
Zheng Kanghao
Company
Registered address 6A, Huang Gang Business Centre, 2028 JinTian Rd., Futian District, Shenzhen
Postal code for the registered
address
Office address 6/F, Huang Gang Business Centre, 2028 JinTian Rd., Futian District, Shenzhen
Postal code for the office
address
Internet website of the
http://www.china-ia.com
Company
Email address sgs000056@163.com
II. Contact us
Company Secretary Securities Affairs Representative
Name Cao Jian Wu Xiaoshuang
6/F, Huang Gang Business Centre, 2028 6/F, Huang Gang Business Centre, 2028
Contact address
JinTian Rd., Futian District, Shenzhen JinTian Rd., Futian District, Shenzhen
Tel. （0755）82281888 （0755）82535565
Fax （0755）82566573 （0755）82566573
E-mail cj000056@21cn.com zhaiwu2006@21cn.com
III. About information disclosure and where this report is placed
Newspapers designated by the Company for
Securities Times, Ta Kung Pao (HK)
information disclosure
2013 Annual Report of Shenzhen International Enterprise Co., Ltd.
Internet website designated by CSRC for
http://www.cninfo.com.cn
disclosing this report
Where this report is placed The Securities Department of the Company
IV. Change of the registered information
Registration code of
Registration date Registration place Business license No. Organizational code
taxation
Shenzhen,
Initial registration 18 Mar. 1993 19217908-3 440301520200039 19217908-3
Guangdong Province
At the end of the Shenzhen, SSDZ No.
25 Aug. 2011 440301501139855 19217908-3
reporting period Guangdong Province
In the initial days after its listing, the Company specialized in retail of commodities,
especially medium-and high-class commodities. It gradually developed large chain
shopping malls in China. Later, in order to expand the chain network, the subordinate
Rongfa Company proactively developed real estate. It adopted the development
strategy of developing real estate with retail income and ensuring retail with real estate
Changes of the main business since listing development to reduce the utilization cost of the operating network and promote
(if any) development of the chain shopping mall business. In recent years, the domestic
commercial development situation has changed and the former shopping malls of the
Company can no longer compete in the market. As a result, the Company has gradually
withdrawn itself from the traditional retail business and focused on developing
shopping center projects. After the reorganization in 2010, the Company has decided to
work on development and operation of commercial real estate as the main business.
The Company is a company limited by shares incorporated upon approval by the
―SFBF (1992) No. 1867 Document‖ issued by the General Office of Shenzhen
Municipal People‘s Government on 15 Dec. 1992. On 24 Dec. 1992, upon approval by
the ―SRYFZ (1992) No. 262 Document‖ issued by the Shenzhen branch of the People‘s
Bank of China, the Company issued 41.7018 million shares, of which Shenzhen
Special Economic Zone Development (Group) Co., Ltd. (―SDG‖) held 14.5956 million
shares, representing a stake of 35% and making it the biggest shareholder of the
Company. On 6 Jan. 2006, the Company carried out the stock right splitting reform
Changes of the controlling shareholder (if plan according to the resolution of the relevant general meeting held on 7 Dec. 2005.
any) After the official implementation of the stock right splitting reform plan, SDG held
29,338,952 shares in the Company, representing a stake of 13.28%. The formerly
second biggest shareholder Malaysia Foh Chong & Sons Snd Bhd held 30,264,192,
representing a stake of 13.70% and making it the biggest shareholder of the Company.
In Apr. 2009, the biggest shareholder Malaysia Foh Chong & Sons Snd Bhd transferred
all the B-shares it held (30,264,192 shares) to Multi Profit Asia Pacific Investment Ltd.
and the latter became the biggest shareholder of the Company. In early Aug. 2010, Mr.
Zheng Kanghao acquired some equity interests of the Company‘s biggest shareholder
Multi Profit Asia Pacific Investment Ltd. and thus became the actual controller of it. As
2013 Annual Report of Shenzhen International Enterprise Co., Ltd.
at 31 Dec. 2013, the Company‘s Chairman of the Board Mr. Zheng Kanghao, together
with Multi Profit Asia Pacific, Shenzhen Wongtee Real Estate Investment Co., Ltd. and
Wongtee International Group Limited under his control, held a total of 46,108,011
shares of the Company, accounting for 20.87％ of the Company‘s total shares.
V. Other information
The CPAs firm hired by the Company:
Name BDO China Shu Lun Pan Certified Public Accountants LLP
16/F, Block A, CIC International Business Center, 1061 Xiangmei Rd., Futian District,
Office address
Shenzhen
Signing accountants Hu Chunyuan, Wu Yanghua
Sponsor engaged by the Company to conduct sustained supervision during the reporting period
□ Applicable √ Inapplicable
Financial consultant engaged by the Company to conduct sustained supervision during the reporting period
□ Applicable √ Inapplicable
2013 Annual Report of Shenzhen International Enterprise Co., Ltd.
Section III. Accounting & Business Highlights
I. Major accounting data and financial indicators
Does the Company adjust retrospectively or restate accounting data of previous years due to change of the
accounting policy or correction of any accounting error?
□ Yes √ No
Increase or decrease of
2013 2012 this year over last year
(%)
Operating revenue (RMB Yuan) 35,292,846.29 80,622,456.24 -56.22% 19,463,770.79
Net profit attributable to
shareholders of the Company 2,320,696,950.25 18,186,252.87 -129,900,924.74
(RMB Yuan)
Net profit attributable to
shareholders of the Company after
-122,756,718.04 -69,163,980.72 77.49% -125,691,176.11
extraordinary gains and losses
(RMB Yuan)
Net cash flows from operating
-403,263,195.08 -146,421,324.79 175.41% -155,929,299.47
activities (RMB Yuan)
Basic EPS (RMB Yuan/share) 10.51 0.08 -0.59
Diluted EPS (RMB Yuan/share) 10.51 0.08 -0.59
Weighted average ROE (%) 103.57% -20.4% 123.97% 390.13%
Increase or decrease of
As at 31 Dec. 2013 As at 31 Dec. 2012 this year-end than last As at 31 Dec. 2011
year-end (%)
Total assets (RMB Yuan) 7,803,283,696.00 2,006,481,401.06 288.9% 1,540,793,887.39
Net assets attributable to
shareholders of the Company 2,236,808,854.06 -83,888,096.19 -98,247,135.00
(RMB Yuan)
II. Items and amounts of extraordinary gains and losses
Unit: RMB Yuan
Item 2013 2012 2011 Note
Gains/losses on the disposal of non-current Mainly gain on
assets (including the offset part of the asset 877,737.87 100,107,169.89 30,607.00 disposal of
impairment provisions) subsidiaries‘ equities
Government grants recognized in the current 450,000.00
2013 Annual Report of Shenzhen International Enterprise Co., Ltd.
period, except for those acquired in the
ordinary course of business or granted at
certain quotas or amounts according to the
government‘s unified standards
Impairment provision reversal of accounts
receivable on which the impairment test is 2,651,149.33
carried out separately
Investing real estate in
construction was
finished and
Gain/loss on change of the fair value of
transferred into
investing real estate of which the subsequent
5,458,410,339.63 597,714.00 investing real estate of
measurement is carried out adopting the fair
which the subsequent
value method
measurement was
carried out adopting
the fair value method
Mainly projected
Non-operating income and expense other
-25,943,656.37 295,882.68 -9,554,233.58 liabilit
