Stock Code: 000029, 200029 Stock Name: SPG, SPG-B Announcement No.: 2023-023SHENZHEN SPECIAL ECONOMIC ZONE REAL ESTATE
& PROPERTIES (GROUP) CO., LTD.
FIRST QUARTERLY REPORT 2023Shenzhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd. (hereinafter referred to as the “Company”) and allthe members of the Company’s Board of Directors hereby guarantee that the contents of this Report are true, accurate andcomplete and free of any misrepresentations, misleading statements or material omissions.Important Notes:
1. The Board of Directors, the Supervisory Committee as well as the directors, supervisors and senior management of theCompany hereby guarantee that the contents of this Report are true, accurate and complete and free of any misrepresentations,misleading statements or material omissions, and collectively and individually accept legal responsibility for such contents.
2. The Company’s legal representative, Chief Financial Officer, and head of the Company’s financial department (equivalent tofinancial manager) hereby guarantee that the financial statements carried in this Report are true, accurate and complete.
3. Indicate whether the financial statements in this Report have been audited by an independent auditor.
□Yes ? No
This Report has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between thetwo versions, the Chinese version shall prevail.
I Key Financial Information(I) Key Accounting Data and Financial Indicators
Indicate whether there is any retrospectively restated datum in the table below.
□Yes ? No
| Q1 2023 | Q1 2022 | YoY change (%) | |
| Operating revenue (RMB) | 109,155,515.74 | 272,594,952.10 | -59.96% |
| Net profit attributable to the listed company’s shareholders (RMB) | -35,653,798.52 | 162,278,083.59 | -121.97% |
| Net profit attributable to the listed company’s shareholders before exceptional gains and losses (RMB) | -37,833,791.48 | 37,225,465.61 | -201.63% |
| Net cash generated from/used in operating activities (RMB) | -183,238,769.33 | -461,062,516.92 | 60.26% |
| Basic earnings per share (RMB/share) | -0.0352 | 0.1604 | -121.95% |
| Diluted earnings per share (RMB/share) | -0.0352 | 0.1604 | -121.95% |
| Weighted average return on equity (%) | -0.89% | 4.04% | -4.93% |
| 31 March 2023 | 31 December 2022 | Change (%) | |
| Total assets (RMB) | 5,507,814,502.77 | 5,689,769,802.18 | -3.20% |
| Equity attributable to the listed company’s shareholders (RMB) | 3,970,486,346.38 | 4,004,240,547.70 | -0.84% |
(II) Exceptional Gains and Losses
? Applicable □ Not applicable
Unit: RMB
| Item | Q1 2023 | Note |
| Government grants through profit or loss (exclusive of government grants continuously given in the Company’s ordinary course of business at fixed quotas or amounts as per the government’s policies and standards) | 118,084.21 | Government grants received |
| Gain/Loss on changes in fair value arising from holding of trading financial assets and liabilities and investment income from disposal of trading financial assets, trading financial liabilities and available-for-sale financial assets other than effective hedge business related to the Company’s normal operating businesses | 2,105,531.76 | Gains on changes in fair value and investment income arising from investing monetary funds |
| Non-operating income and expense other than the above | -17,894.07 | |
| Less: Income tax effects | 25,047.54 | |
| Non-controlling interests effects (net of tax) | 681.40 | |
| Total | 2,179,992.96 |
Other items that meet the definition of exceptional gain/loss:
□Applicable ? Not applicable
No such cases in the Reporting Period.Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item listed in the Explanatory AnnouncementNo. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Gain/Loss Items:
□Applicable ? Not applicable
No such cases in the Reporting Period.(III) Changes in Key Financial Statement Line Items and Explanation of why? Applicable □ Not applicableOperating revenue of Q1 2023 declined 59.96% compared to that of Q1 2022 and the net profit attributable to the listed company’sshareholders before exceptional gains and losses of Q1 2023 declined 201.63% compared to that of Q1 2022, primarily driven bythe YoY decrease in carryforward of real estate sales in Q1 2023;
The net profit attributable to the listed company’s shareholders of Q1 2023 declined 121.97% compared to that of Q1 2022,primarily driven by the transfer of 100% equity of Shenzhen Property Management Co., Ltd. occurring in Q1 2022 and increase insales carryforward in Q1 2023;As for the net cash generated from/used in operating activities of Q1 2023, the outflow was 60.26% lower than that of Q1 2022,
primarily driven by the payment of land tax increment clearance in Q1 2022.
II Shareholder Information(I) Numbers of Ordinary Shareholders and Preference Shareholders with Resumed Voting Rights as wellas Holdings of Top 10 Shareholders
Unit: share
| Number of ordinary shareholders | 45,531 | Number of preference shareholders with resumed voting rights (if any) | 0 | |||
| Top 10 shareholders | ||||||
| Name of shareholder | Nature of shareholder | Shareholding percentage | Total shares held | Restricted shares held | Shares in pledge, marked or frozen | |
| Status | Shares | |||||
| Shenzhen Investment Holdings Co., Ltd. | State-owned corporation | 55.78% | 564,353,838.00 | 0.00 | ||
| Shenzhen State-Owned Equity Operation and Management Co., Ltd. | Domestic non-state-owned legal person | 6.35% | 64,288,426.00 | 0.00 | ||
| Yang Jianmin | Domestic natural person | 1.08% | 10,898,877.00 | 0.00 | ||
| Pan Jun | Domestic natural person | 0.49% | 5,001,500.00 | 0.00 | ||
| Zhang Xiujuan | Domestic natural person | 0.47% | 4,785,600.00 | 0.00 | ||
| Wang Yulan | Domestic natural person | 0.41% | 4,185,291.00 | 0.00 | ||
| He Qiao | Domestic natural person | 0.40% | 4,041,686.00 | 0.00 | ||
| Hong Kong Securities Clearing Company Ltd. | Foreign legal person | 0.35% | 3,522,955.00 | 0.00 | ||
| Cao Benming | Domestic natural person | 0.33% | 3,356,800.00 | 0.00 | ||
| Zhang Chengyu | Domestic natural person | 0.26% | 2,600,800.00 | 0.00 | ||
| Top 10 unrestricted shareholders | ||||||
| Name of shareholder | Unrestricted shares held | Shares by type | ||||
| Type | Shares | |||||
| Shenzhen Investment Holdings Co., Ltd. | 564,353,838.00 | RMB-denominated ordinary stock | 564,353,838.00 | |||
| Shenzhen State-Owned Equity Operation and Management Co., Ltd. | 64,288,426.00 | RMB-denominated ordinary stock | 64,288,426.00 | |||
| Yang Jianmin | 10,898,877.00 | RMB-denominated ordinary stock | 10,898,877.00 | |||
| Pan Jun | 5,001,500.00 | RMB-denominated ordinary stock | 5,001,500.00 | |||
| Zhang Xiujuan | 4,785,600.00 | RMB-denominated ordinary stock | 4,785,600.00 | |
| Wang Yulan | 4,185,291.00 | RMB-denominated ordinary stock | 4,185,291.00 | |
| He Qiao | 4,041,686.00 | RMB-denominated ordinary stock | 3,889,000.00 | |
| Domestically listed foreign stock | 152,686.00 | |||
| Hong Kong Securities Clearing Company Ltd. | 3,522,955.00 | RMB-denominated ordinary stock | 3,522,955.00 | |
| Cao Benming | 3,356,800.00 | RMB-denominated ordinary stock | 3,356,800.00 | |
| Zhang Chengyu | 2,600,800.00 | RMB-denominated ordinary stock | 2,600,800.00 | |
| Related or acting-in-concert parties among the shareholders above | Among the top 10 unrestricted ordinary shareholders of the Company, Shenzhen State-Owned Equity Operation and Management Co., Ltd. is the wholly-owned subsidiary of Shenzhen Investment Holdings Co., Ltd. The Company does not know whether there exists related-party relationship among the other shareholders, or whether they are persons acting in concert as prescribed in the Administrative Measures for the Acquisition of Listed Companies. | |||
| Top 10 shareholders engaged in securities margin trading (if any) | Among the top 10 shareholders, the third shareholder holds 9,432,200 shares of the Company in his credit security account; the fifth shareholder holds 4,785,600 shares of the Company in his credit security account; the seventh shareholder holds 3,702,300 shares of the Company in her credit security account; the ninth shareholder holds 3,351,800 shares of the Company in its credit security account; the tenth shareholder holds 2,366,000 shares of the Company in its credit security account. | |||
(II) Number of Preference Shareholders and Shareholdings of Top 10 of Them
□Applicable ? Not applicable
III Other Significant Events
? Applicable □ Not applicable(I) On 30 March 2023, the Company convened the 1
st
Extraordinary General Meeting of 2023, at which the non-independentdirectors and independent directors of the 8
th
Board of Directors and non-employee supervisors of the 8
th
Supervisory Committeewere elected who formed the new Board of Directors and Supervisory Committee together with the employee supervisors electedby the Company’s congress of workers and staff. For more details, please refer to the Announcement on Completion of the Electionof the Board of Directors and the Supervisory Committee (Announcement No.: 2023-017) disclosed on 31 March 2023;(II) In accordance with the regulation of the Articles of Association that the Company’s legal representative shall be its chairmanof the Board, the Company has completed the industrial and commercial registration changing procedures on 17 April 2023 andthe legal representative of the Company was changed to Mr. Tang Xiaoping from Mr. Liu Zhengyu.
IV Quarterly Financial Statements(I) Financial Statements
1. Consolidated Balance Sheet
Prepared by ShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
31 March 2023
Unit: RMB
| Item | 31 March 2023 | 1 January 2023 |
| Current assets: | ||
| Monetary assets | 173,441,137.89 | 197,663,949.74 |
| Settlement reserve | ||
| Loans to other banks and financial institutions | ||
| Held-for-trading financial assets | 273,459,893.18 | 408,154,361.42 |
| Derivative financial assets | ||
| Notes receivable | 1,536,150.00 | |
| Accounts receivable | 54,287,010.07 | 63,580,422.16 |
| Receivables financing | ||
| Prepayments | 5,743,693.11 | 1,163,612.24 |
| Premiums receivable | ||
| Reinsurance receivables | ||
| Receivable reinsurance contract reserve | ||
| Other receivables | 24,573,840.41 | 42,105,050.33 |
| Including: Interest receivable | ||
| Dividends receivable | ||
| Financial assets purchased under resale agreements | ||
| Inventories | 4,282,125,304.63 | 4,257,109,614.31 |
| Contract assets | ||
| Assets held for sale | ||
| Current portion of non-current assets | ||
| Other current assets | 37,486,541.23 | 36,778,641.42 |
| Total current assets | 4,851,117,420.52 | 5,008,091,801.62 |
| Non-current assets: | ||
| Loans and advances to customers | ||
| Debt investments | ||
| Other debt investments | ||
| Long-term receivables | ||
| Long-term equity investments | 93,927.64 | 93,927.64 |
| Investments in other equity instruments | 14,011,987.54 | 13,839,235.57 |
| Other non-current financial assets | ||
| Investment property | 560,216,601.35 | 566,873,915.07 |
| Fixed assets | 20,812,148.77 | 21,425,475.05 |
| Construction in progress | ||
| Productive living assets | ||
| Oil and gas assets | ||
| Right-of-use assets | 199,282.91 | 232,496.72 |
| Intangible assets | ||
| Development costs | ||
| Goodwill | ||
| Long-term prepaid expense | 1,992,877.19 | 2,176,221.53 |
| Deferred income tax assets | 59,370,256.85 | 77,036,728.98 |
| Other non-current assets | ||
| Total non-current assets | 656,697,082.25 | 681,678,000.56 |
| Total assets | 5,507,814,502.77 | 5,689,769,802.18 |
| Current liabilities: | ||
| Short-term borrowings | 46,682,302.88 | 51,138,077.62 |
| Borrowings from the central bank | ||
| Loans from other banks and financial institutions | ||
| Held-for-trading financial liabilities | ||
| Derivative financial liabilities | ||
| Notes payable |
| Accounts payable | 420,510,933.32 | 434,601,559.67 |
| Advances from customers | 5,428,233.81 | 5,465,343.96 |
| Contract liabilities | 38,096,046.55 | 43,533,467.29 |
| Financial assets sold under repurchase agreements | ||
| Customer deposits and deposits from other banks and financial institutions | ||
| Payables for acting trading of securities | ||
| Payables for underwriting of securities | ||
| Employee benefits payable | 31,583,350.13 | 35,724,203.78 |
| Taxes and levies payable | 61,205,538.67 | 190,951,185.99 |
| Other payables | 561,998,000.05 | 574,331,340.84 |
| Including: Interest payable | 16,535,277.94 | 16,535,277.94 |
| Dividends payable | ||
| Fees and commissions payable | ||
| Reinsurance payables | ||
| Liabilities directly associated with assets held for sale | ||
| Current portion of non-current liabilities | 8,412,023.44 | 6,188,794.43 |
| Other current liabilities | 3,078,103.61 | 3,882,817.68 |
| Total current liabilities | 1,176,994,532.46 | 1,345,816,791.26 |
| Non-current liabilities: | ||
| Insurance contract reserve | ||
| Long-term borrowings | 74,961,000.00 | 54,261,000.00 |
| Bonds payable | ||
| Including: Preference shares | ||
| Perpetual bonds | ||
| Lease liabilities | 33,272.19 | 53,885.23 |
| Long-term payables | ||
| Long-term employee benefits payable | ||
| Provisions | ||
| Deferred income | ||
| Deferred income tax liabilities | 3,096,348.02 | 3,096,348.02 |
| Other non-current liabilities | ||
| Total non-current liabilities | 78,090,620.21 | 57,411,233.25 |
| Total liabilities | 1,255,085,152.67 | 1,403,228,024.51 |
| Owners’ equity: | ||
| Share capital | 1,011,660,000.00 | 1,011,660,000.00 |
| Other equity instruments | ||
| Including: Preference shares | ||
| Perpetual bonds | ||
| Capital reserves | 978,244,910.11 | 978,244,910.11 |
| Less: Treasury stock | ||
| Other comprehensive income | 27,826,318.05 | 25,926,720.85 |
| Specific reserve | ||
| Surplus reserves | 275,253,729.26 | 275,253,729.26 |
| General reserve | ||
| Retained earnings | 1,677,501,388.96 | 1,713,155,187.48 |
| Total equity attributable to owners of the Company as the parent | 3,970,486,346.38 | 4,004,240,547.70 |
| Non-controlling interests | 282,243,003.72 | 282,301,229.97 |
| Total owners’ equity | 4,252,729,350.10 | 4,286,541,777.67 |
| Total liabilities and owners’ equity | 5,507,814,502.77 | 5,689,769,802.18 |
Legal representative: Tang Xiaoping Chief Financial Officer: Wang Jianfei Head of the financial department: Qiao Yanjun
2. Consolidated Income Statement
Unit: RMB
| Item | Q1 2023 | Q1 2022 |
| 1. Revenues | 109,155,515.74 | 272,594,952.10 |
| Including: Operating revenue | 109,155,515.74 | 272,594,952.10 |
| Interest revenue | ||
| Insurance premium income | ||
| Fee and commission income | ||
| 2. Costs and expenses | 151,818,346.49 | 218,394,023.67 |
| Including: Cost of sales | 101,079,794.15 | 152,460,417.85 |
| Interest costs | ||
| Fee and commission expense | ||
| Surrenders | ||
| Net insurance claims paid | ||
| Net amount provided as insurance contract reserve | ||
| Expenditure on policy dividends | ||
| Reinsurance premium expense | ||
| Taxes and levies | 33,875,290.78 | 48,242,285.55 |
| Selling expense | 3,955,020.34 | 4,783,896.07 |
| Administrative expense | 13,032,486.78 | 14,926,706.67 |
| R&D expense | ||
| Finance costs | -124,245.56 | -2,019,282.47 |
| Including: Interest costs | ||
| Interest revenue | 384,410.44 | 2,135,908.57 |
| Add: Other income | 118,084.21 | 330,714.74 |
| Return on investment (“-” for loss) | 161,491.79 | 165,739,875.11 |
| Including: Share of profit or loss of joint ventures and associates | ||
| Income from the derecognition of financial assets at amortized cost (“-” for loss) | ||
| Exchange gain (“-” for loss) | ||
| Net gain on exposure hedges (“-” for loss) | ||
| Gain on changes in fair value (“-” for loss) | 1,944,039.97 | 2,986,182.85 |
| Credit impairment loss (“-” for loss) | 81,350.00 | 53,211.01 |
| Asset impairment loss (“-” for loss) | -268,941.60 | |
| Asset disposal income (“-” for loss) | ||
| 3. Operating profit (“-” for loss) | -40,357,864.78 | 223,041,970.54 |
| Add: Non-operating income | 3,000.01 | 400,002.42 |
| Less: Non-operating expense | 20,894.08 | 1,423.06 |
| 4. Gross profit (“-” for loss) | -40,375,758.85 | 223,440,549.90 |
| Less: Income tax expense | -3,923,657.55 | 61,821,128.60 |
| 5. Net profit (“-” for net loss) | -36,452,101.30 | 161,619,421.30 |
| 5.1 By operating continuity | ||
| 5.1.1 Net profit from continuing operations (“-” for net loss) | -36,452,101.30 | 161,619,421.30 |
| 5.1.2 Net profit from discontinued operations (“-” for net loss) | ||
| 5.2 By ownership |
| 5.2.1 Net profit attributable to owners of the Company as the parent | -35,653,798.52 | 162,278,083.59 |
| 5.2.1 Net profit attributable to non-controlling interests | -798,302.78 | -658,662.29 |
| 6. Other comprehensive income, net of tax | 2,639,673.73 | -1,625,109.66 |
| Attributable to owners of the Company as the parent | 1,899,597.20 | -1,698,538.22 |
| 6.1 Items that will not be reclassified to profit or loss | 1,899,597.20 | -1,869,871.54 |
| 6.1.1 Changes caused by remeasurements on defined benefit schemes | ||
| 6.1.2 Other comprehensive income that will not be reclassified to profit or loss under the equity method | ||
| 6.1.3 Changes in the fair value of investments in other equity instruments | 1,899,597.20 | -1,869,871.54 |
| 6.1.4 Changes in the fair value arising from changes in own credit risk | ||
| 6.1.5 Other | ||
| 6.2 Items that will be reclassified to profit or loss | 171,333.32 | |
| 6.2.1 Other comprehensive income that will be reclassified to profit or loss under the equity method | ||
| 6.2.2 Changes in the fair value of other debt investments | ||
| 6.2.3 Other comprehensive income arising from the reclassification of financial assets | ||
| 6.2.4 Credit impairment allowance for other debt investments | ||
| 6.2.5 Reserve for cash flow hedges | ||
| 6.2.6 Differences arising from the translation of foreign currency-denominated financial statements | 171,333.32 | |
| 6.2.7 Other | ||
| Attributable to non-controlling interests | 740,076.53 | 73,428.56 |
| 7. Total comprehensive income | -33,812,427.57 | 159,994,311.64 |
| Attributable to owners of the Company as the parent | -33,754,221.89 | 160,579,545.37 |
| Attributable to non-controlling interests | -58,205.68 | -585,233.73 |
| 8. Earnings per share | ||
| 8.1 Basic earnings per share | -0.0352 | 0.1604 |
| 8.2 Diluted earnings per share | -0.0352 | 0.1604 |
Where business combinations under common control occurred in the current period, the net profit achieved by the acquirees beforethe combinations was RMB0.00, with the amount for the same period of last year being RMB0.00.Legal representative: Tang Xiaoping Chief Financial Officer: Wang Jianfei Head of the financial department: Qiao Yanjun
3. Consolidated Cash Flow Statement
Unit: RMB
| Item | Q1 2023 | Q1 2022 |
| 1. Cash flows from operating activities: | ||
| Proceeds from sale of commodities and rendering of services | 81,910,853.47 | 135,938,494.95 |
| Net increase in customer deposits and deposits from other banks and financial institutions |
| Net increase in borrowings from the central bank | ||
| Net increase in loans from other financial institutions | ||
| Premiums received on original insurance contracts | ||
| Net proceeds from reinsurance | ||
| Net increase in deposits and investments of policy holders | ||
| Interest, fees and commissions received | ||
| Net increase in loans from other banks and financial institutions | ||
| Net increase in proceeds from repurchase transactions | ||
| Net proceeds from acting trading of securities | ||
| Tax and levy rebates | 1,186,861.59 | 79,547.26 |
| Cash generated from other operating activities | 12,468,006.72 | 165,092,287.40 |
| Subtotal of cash generated from operating activities | 95,565,721.78 | 301,110,329.61 |
| Payments for commodities and services | 42,338,057.79 | 118,807,563.04 |
| Net increase in loans and advances to customers | ||
| Net increase in deposits in the central bank and other banks and financial institutions | ||
| Payments for claims on original insurance contracts | ||
| Net increase in loans to other banks and financial institutions | ||
| Interest, fees and commissions paid | ||
| Policy dividends paid | ||
| Cash paid to and for employees | 21,566,505.36 | 30,832,704.29 |
| Taxes and levies paid | 162,889,235.25 | 481,133,071.14 |
| Cash used in other operating activities | 52,010,692.71 | 131,399,508.06 |
| Subtotal of cash used in operating activities | 278,804,491.11 | 762,172,846.53 |
| Net cash generated from/used in operating activities | -183,238,769.33 | -461,062,516.92 |
| 2. Cash flows from investing activities: | ||
| Proceeds from disinvestment | ||
| Return on investment | 813,960.00 | |
| Net proceeds from the disposal of fixed assets, intangible assets and other long-lived assets | 3,000.00 | 18,186,211.00 |
| Net proceeds from the disposal of subsidiaries and other business units | 121,650,555.74 | |
| Cash generated from other investing activities | 136,800,000.00 | 16,000,000.00 |
| Subtotal of cash generated from investing activities | 136,803,000.00 | 156,650,726.74 |
| Payments for the acquisition of fixed assets, intangible assets and other long-lived assets | 57,988.92 | 59,420.24 |
| Payments for investments | ||
| Net increase in pledged loans granted | ||
| Net payments for the acquisition of subsidiaries and other business units | ||
| Cash used in other investing activities | ||
| Subtotal of cash used in investing activities | 57,988.92 | 59,420.24 |
| Net cash generated from/used in investing activities | 136,745,011.08 | 156,591,306.50 |
| 3. Cash flows from financing activities: | ||
| Capital contributions received | ||
| Including: Capital contributions by non-controlling interests to subsidiaries | ||
| Borrowings received | 23,000,000.00 | 0.00 |
| Cash generated from other financing activities | ||
| Subtotal of cash generated from financing activities | 23,000,000.00 | 0.00 |
| Repayment of borrowings | ||
| Interest and dividends paid | 754,516.80 | 0.00 |
| Including: Dividends paid by subsidiaries to non-controlling interests | ||
| Cash used in other financing activities | ||
| Subtotal of cash used in financing activities | 754,516.80 | 0.00 |
| Net cash generated from/used in financing activities | 22,245,483.20 | 0.00 |
| 4. Effect of foreign exchange rates changes on cash and cash equivalents | -113,540.16 | -508,619.70 |
| 5. Net increase in cash and cash equivalents | -24,361,815.21 | -304,979,830.12 |
| Add: Cash and cash equivalents, beginning of the period | 190,365,069.48 | 612,293,635.15 |
| 6. Cash and cash equivalents, end of the period | 166,003,254.27 | 307,313,805.03 |
(II) Independent Auditor’s ReportIndicate by tick mark whether the financial statements above have been audited by an independent auditor.
□Yes ? No
These financial statements have not been audited by such an auditor.
Board of DirectorsShenZhen Special Economic Zone Real Estate & Properties (Group) Co., Ltd.
29 April 2023