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招商局B:2013年第三季度报告正文(英文版)2013-10-23  

						                                  China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text)



Stock Code: 000024, 200024                                                          Stock ID: CMPD, CMPD B
Announcement No.              CMPD 2013        062



                     China Merchants Property Development Co., Ltd.


                             The 3rd Quarterly Report 2013 (Main Text)

§1 Important Declaration

1.1 The Board of Directors, the Supervisory Committee, the directors, supervisors and executives of the Company
guarantee that there are no significant omissions, fictitious or misleading statements carried in the Report and we
will accept individual and joint responsibilities for the truthfulness, accuracy and completeness of the Report.
1.2 All of the directors presented the board meeting at which this Quarterly Report was examined.
1.3 The 3rd Quarterly Financial Statements 2013 were not audited by a CPA.
1.4 Mr. Lin Shaobin - the legal representative, Ms. Wu Zhenqin ? the chief financial officer, and Ms. Xu Yixia ?
the manager of accounting department declare: the financial reports carried in this report are secured for its
truthfulness and completeness.
1.5 This report is prepared both in English and Chinese. When there is any conflict in understanding, the Chinese
version shall prevail.


                                             End of the report period               End of last year      Increase/decrease(%)

Total asset (RMB)                                              123,294,099,633.93    109,197,242,683.06                   12.91%

Net asset value attributable to                                 26,717,351,765.23
shareholders of the listed                                                            23,393,515,534.13                   14.21%
company (RMB)

                                     Jul- Sept. 2013       Increase/decrease(%)                         Increase/decrease(%)
                                                                                    Jan- Sept. 2013
                                                               from last year                                  from last year

Operating income (RMB)                 7,337,867,073.26                   20.98%      23,471,435,394.52                   45.37%

Net profit attributable to
shareholders of the listed             1,054,598,858.68                  -11.98%       3,605,229,893.19                   49.06%
company (RMB)

Net profit attributable to
shareholders of the listed
                                       1,044,501,788.95                  -12.72%       3,262,174,773.36                  34.85%
company after deducting
non-recurring (RMB)

Net profit attributable to                             -                        -        793,743,280.63
                                                                                                                          34.85%
shareholders of the listed


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                                  China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text)


company after deducting
non-recurring (RMB)

Basic earnings per share                             0.61                -11.98%                         2.10
                                                                                                                                 48.94%
(RMB/share)

Diluted earnings per share                           0.61                -11.98%                         2.10
                                                                                                                                 48.94%
(RMB/share)

Weighted average net                                4.03%      Reduction of 1.41                     14.44%     UP by 3.18 percentage
income/asset ratio (%)                                         percentage points                                                  points


§2 Financial Highlights and Change of Shareholders

2.1 Key financial information



Was there any retrospective adjustment or restatement for the previous year accounting data during this report period?
□ Yes √ No



Non-recurring gain/ loss items and amounts
√ Applicable □Not applicable                                                                                      Unit: RMB
                                                                         Amount from beginning of year to the end of report
                       Non-recurring gain and loss items
                                                                                                period

        Gain/loss of non-current assets                                                                            -458,147.04

        Government subsidies                                                                                     24,788,100.00

        Other non-operating income/expenditure net amount                                                        -6,256,474.99

        Disposal of subsidiary investment returns                                                               339,878,500.00

        Impact on income tax                                                                                       -315,132.44

        Influences on minority shareholders’ gains/ losses                                                     -14,581,725.70

                                     合计                                                                       343,055,119.83



The non-recurring gain/ loss items defined by public security issuance company information disclosure explanatory announcement
no. 1- non-recurring gain/ loss, and the non-recurring gain/ loss items listed in public security issuance company information
disclosure explanatory announcement no. 1- non-recurring gain/ loss are defined as the non-recurring gain/ loss items, and the
reasons should be explained.
   □Applicable√Not applicable


2.2 Total of shareholders and top-10 holders of current shares

                                                                                                                         Unite: Shares



                                                                  2
                                   China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text)


 Total number of shareholders at
                                                                      56,086 (including 47,555 A-share holders and 8,531 B-share holders)
   the end of the report period

                                                 Shareholding of top 10 shareholders

                                                                      Share                                             Pledged or luck-up
                                                 Class of                         Amount of holding    Restricted
           Name of shareholder                                      proportion                                                  shares
                                               shareholder                             shares            shares
                                                                       (%)                                            Share state Amount
China Merchants Shekou Industrial Zone   State-owned        legal
Co., Ltd.                                person                       40.38%        693,419,317       693,419,317        None            None

Full Space Investment Limited            Overseas           legal
                                         person                           5.48%      94,144,050        94,144,050        None            None
China Merchants Securities Hong Kong Overseas               legal
Ltd.                                     person                           2.91%      49,964,987        49,242,245        None            None

FOXTROT INTERNATIONAL LIMITED Overseas   person
                                                            legal
                                                                          1.61%      27,720,000        27,720,000        None            None

ORIENTURE INVESTMENT LTD                 Overseas           legal
                                         person                           1.55%      26,603,145        26,603,145        None            None

Communications Bank Schroder Growth      Domestic           none
Stock Securities Investment Fund         state-owned        legal         0.82%      14,099,837          None            None            None
                                         person
New China life insurance co., Ltd -      Domestic           none
Dividends - Personal Dividends - 018 l - state-owned        legal         0.80%      13,779,599          None            None            None
FH002 Shen                               person
GOLDEN CHINA MASTER FUND                    overseas agency               0.73%      12,458,713          None            None            None

GF Gathered Rich Open Securities            Domestic        none
Investment Fund                             state-owned     legal         0.70%      12,000,000          None            None            None
                                            person
GF Small-capitalization Growth Equity       Domestic        none
Securities Investment Fund                  state-owned     legal         0.68%      11,652,106          None            None            None
                                            person
                                                Top 10 holders of unconditional shares

                                                                                                                 Category of shares
                                                                          Amount of shares without
                     Name of the shareholder                                                          Category of
                                                                           trade limited conditions                         Amount
                                                                                                        shares
Communications Bank Schroder Growth Stock Securities
Investment Fund                                                                      14,099,837        A shares                 14,099,837
New China life insurance co., Ltd - Dividends - Personal Dividends
- 018 l - FH002 Shen                                                                 13,779,599        A shares                 13,779,599

GOLDEN CHINA MASTER FUND                                                             12,458,713        B shares                 12,458,713

GF Gathered Rich Open Securities Investment Fund                                     12,000,000        A shares                 12,000,000

GF Small-capitalization Growth Equity Securities Investment Fund                     11,652,106        A shares                 11,652,106
Full Goal Tianfu Innovative Theme Equity Securities Investment
Fund                                                                                 11,006,095        A shares                 11,006,095

Huaxia Millennium Selected Equity Securities Investment Fund                         10,098,217        A shares                 10,098,217

BOCI SECURITIES LIMITED                                                                9,755,100       B shares                   9,755,100

Yin Hua SZSE 100 Index Classification Securities Investment Fund                       9,338,363       A shares                   9,338,363
Communications Bank Schroder Blue-chip Stock Securities
Investment Fund                                                                 9,310,281        A shares             9,310,281
1. Among the shares held by China Merchants Securities Hong Kong Ltd., there were 49,242,245 shares purchased by Dafeng
International in previous years;
2. China Merchants Shekou Industrial Zone and its subsidiaries Quantianyu Investment, Dafeng International, FOXTROT
INTERNATIONAL LIMITED, and ORIENTURE INVESTMENT LTD are action-in-concert parties.
3. Guangfa Jufu Open Securities Investment Foundation and Guangdong Development Bank Growth Stock Fund were under the same
foundation management company;

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                                  China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text)


  4. Bank of Communications Schroders Fund Growth Stock and Bank of Communications Schroders Fund Blue Chip Investment were
  under the same foundation management company.



   §3 Significant Events

   3.1 Situation and causations of major change in accounting items and indices                                  Unit: RMB

                                                                      Increase/
          Items              2013.09.30             2012.12.31         decrease                      Major causes
                                                                        (±%)
Accounts receivable            72,082,396.56         162,099,162.73        -56%    Recovering sale balance payment
Prepayment                    33,612,867.12           8,287,184.01         306%    Increment of p repaid project payment
Receivable other           12,045,217,963.93       8,183,491,572.92         47%    Increment of refundable deposits
Long-term equity                                                                   Newly increased joint operation and joint
                            1,573,136,414.37       1,083,249,770.92         45%
investment                                                                         venture corporation investment
Original value of                                                                  Conrad hotel and Zhangzhou melody mountain
                            1,643,917,613.92         435,194,977.76        278%
fixed assets                                                                       villa carry forward fixed assets
Short-term
                            5,020,000,000.00       2,105,000,000.00        138%    Borrow money structure change
borrowing

Tax payable                1,228,802,776.81       1,951,582,353.18         -37%    Paid tax after final settlement

                                                                      Increase/
          Items             Jan-Sep 2013           Jan-Sep 2012        decrease                      Major causes
                                                                        (±%)
Operating income           23,471,435,394.52      16,145,682,256.00         45%    Increment of carry-over mount of real estate sale
Operating cost             12,589,719,333.16       7,633,306,776.00         65%    Increment of carry-over mount of real estate sale
Financial cost                160,079,728.23         261,184,597.00        -39%    Sharp increase of exchange gain
Loss from asset                                      206,804,476.00
                             -172,057,615.52                              -183%    Project inventory impairment provision return
devaluation
Changes in fair value                                  1,584,407.00
recognized in profit                       -                              -100%    Trading financial assets at current period
or loss
                                                       2,200,888.00                Change from cost method to equity method for
Investment income             305,617,822.95                             13786%
                                                                                   accounting of Shenzhen Zhaohua company
Non-business income            39,894,756.82          16,642,170.00        140%    Increment of received governmental subsidy
Income tax expense          2,002,712,262.59       1,337,718,297.00         50%    Increment of taxable income
Minority interest                                    661,170,576.00
                            1,060,595,133.24                                60%    Profit growth of cooperative project
income


   3.2 Progress of major issues and their influences and solutions


           (1) Progress of events of issuing shares to purchase assets and raise the matching capital and related
   transaction
           The company is planning the events of issuing shares to purchase assets and raise the matching capital and
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                            China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text)


the related transaction. On August 7, 2013, the Company's stocks were suspended. On September 17, 2013, the
Company's stocks were resumed, and the Company disclosed the documents such as the Preplan of Issuing Shares
to Purchase Assets and Raise the Matching Capital & Related Transaction Matters etc. On October 16, 2013, the
Company disclosed the documents such as Draft of Issuing Shares to Purchase Assets and Raise the Matching
Capital & Related Transaction Matters and announcement of shareholder meeting, etc. On October 23, the
Company disclosed Announcement on the Resolutions of the 8th Temporary Meeting in 2013 of the 7th Board of
Directors and announcement of shareholder meeting, etc. On Noveber 7, 2013, the Company will hold the second
the extraordinary shareholders meeting in 2013, and examines the proposals related to issuing shares to purchase
assets and raise the matching capital & related transaction.

     (2) Progress of internal assets reorganization and transaction of share-holding subsidiary company
     On April 25, 2013, the Company disclosed Announcement of Internal Assets Reorganization and Transaction
of Share-holding Subsidiary Company; the company is a wholly owned subsidiary rui jia investment industrial co.,
LTD. (hereinafter referred to as the "rui jia investment") will transfer the part of its held subsidiary equity and
related claims, including part of share-holding subsidiaries operated by the Company in Chinese mainland and the
real estate projects operated by the share-holding subsidiaries, into share-holding subsidiary (hereinafter referred
to as the "transaction") Tonic Industries Holdings Ltd. (hereinafter referred to as the " Tonic Industries "). As the
deal prerequisites are not completely satisfied at the desired performance date, on July 4, 2013, the Company
disclosed the event that the Tonic Industries delayed general meeting of shareholders about trading.
     Along with the implementation of the prerequisites, the reference date involved in the audit report is changed
to July 31, 2013 from December 31, 2012, the reference date of an assessment report is changed to July 31, 2013
from March 31, 2013, and the trading price is changed to hk $6.688 billion from hk $6.177 billion. In view of the
above trade base date and price changes, on September 23, 2013, the both trade sides signed a supplementary
agreement and made a public announcement. On October 10, 2013, the Tonic Industries dispatched a shareholder
circular about transaction, and the Tonic Industries are informed to hold independent shareholder meeting on
October 28, 2013 to examine and approved the deal.

3.3 Commitment issues made by the Company or shareholders with over 5% of shares in the
report term or carried down from the previous terms.

                                                                                            Date of
                   Party of                                                                               Term of         Status of
  Commitments                                  Content of Commitments                      commitme
                 commitment                                                                             commitment        fulfilling
                                                                                              nt
                                                                                                      Due at the day    In the report
                                                                                                      after two years   term,
Commitment in                 Will input properties including high quality lands to support
                                                                                            Dec 9     upon stop         CMSIZ was
share equity     CMSIZ        the Company’s development after the share equity
                                                                                            2005      holding of the    fully acting
relocation                    relocation.
                                                                                                      Company’s        as
                                                                                                      shares            committed.
Other                         CMSIZ, the controlling shareholder of the Company,                      Due at the day    In the report
commitments to                promised not to conduct or participate with 3rd parties in   Mar 19     after two years   term,
                 CMSIZ
mid-small                     any business or activities possibly competing with the       2008       upon stop         CMSIZ was
shareholders                  Company in terms of business, new commodities and new                   holding of the    fully acting

                                                              5
                                  China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text)


                                   technology in any forms (including but not limited to direct             Company’s           as
                                   operation, indirect operation, joint investment). Never use              shares               committed.
                                   the information obtained from the Company to conduct or
                                   participate in and competitive activities against the
                                   Company.


3.4 Business forecast for 2013

Alert of loss or significant change in net profit from the beginning of year to the end of next report period or comparing with the
same period of last year, and statement of causations.
 □Applicable    √ Not applicable


3.5 Securities investment

 □Applicable    √ Not applicable


3.6 Investment of derivate instruments

Derivate instruments in stock at the end of period
 □Applicable    √ Not applicable


3.7 Table about investigations, communications and interviews received by the Company
during the report period

                                                                                                                          Content
                        Recepti      Reception    Received object                                                      discussed and
   Reception date                                                                       Received object
                       on place         way              type                                                           information
                                                                                                                          provided
                                     Telephone
                       Shenzhe                    Institutional
 July 4, 2013                        communic                           Invesco Hong Kong Limited
                       n                          investor
                                     ation
                                     Telephone
                       Shenzhe                    Institutional
 July 4, 2013                        communic                           Heqi Invenstment
                       n                          investor
                                     ation
                                     Telephone
                       Shenzhe                    Institutional
 July 4, 2013                        communic                           Manulife Asset Management
                       n                          investor
                                     ation
                                     Telephone
                       Shenzhe                    Institutional         China International Capital Corporation
 July 4, 2013                        communic
                       n                          investor              limited
                                     ation
                                     Telephone                                                                        ① Introducing
                       Shenzhe                    Institutional
 July 8, 2013                        communic                           GF Securities                                 operation of the
                       n                          investor
                                     ation                                                                            Company ②
                                     Telephone                                                                        Discussing the
                       Shenzhe                    Institutional
 July 8, 2013                        communic                           Orient Securities                             industry
                       n                          investor
                                     ation                                                                            development;

                                                                    6
                            China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text)


                              Telephone                                                                     ③ Providing the
                  Shenzhe                   Institutional
July 9, 2013                  communic                          GF Securities                               information
                  n                         investor
                              ation                                                                         announced and
                              Telephone                                                                     brochure for
                  Shenzhe                   Institutional
July 10, 2013                 communic                          Guodu Securities                            projects of the
                  n                         investor
                              ation                                                                         Company.
                              Telephone                                                                     ④ Visiting the
                  Shenzhe                   Institutional
July 10, 2013                 communic                          Credit Suisse Founder                       Company
                  n                         investor
                              ation                                                                         on-sale
                              Field                                                                         buildings, and
                  Shenzhe                   Institutional       KGI Asia Securities, Franklin Huamei
July 11, 2013                 investigati                                                                   providing
                  n                         investor            Investment Trust, Galloping Horse Capital
                              on                                                                            building sales
                              Telephone                                                                     brochure
                  Shenzhe                   Institutional
August 7, 2013                communic                          GF Securities
                  n                         investor
                              ation
                              Telephone
                  Shenzhe                   Institutional
August 7, 2013                communic                          China Merchants Securities
                  n                         investor
                              ation
                              Telephone
                  Shenzhe                   Institutional
August 7, 2013                communic                          Sealand Securities
                  n                         investor
                              ation
                              Telephone
                  Shenzhe                   Individual
August 7, 2013                communic                          Individual Investor
                  n                         Investor
                              ation
                              Field
                  Shenzhe                   Institutional
August 7, 2013                investigati                       BOC International
                  n                         investor
                              on
                              Field
                                            Institutional
August 14, 2013   Zhuhai      investigati                       BNP Paribas
                                            investor
                              on
                              Field
                                            Institutional
August 15, 2013   Foshan      investigati                       BNP Paribas
                                            investor
                              on
                              Field
                  Shenzhe                   Institutional
August 16, 2013               investigati                       Guosen Securities
                  n                         investor
                              on
                              Telephone
                  Shenzhe                   Institutional
August 22, 2013               communic                          GF Securities
                  n                         investor
                              ation
                              Telephone
                  Shenzhe                   Institutional
August 22, 2013               communic                          BOC International
                  n                         investor
                              ation
                  Shenzhe     Telephone     Institutional
August 22, 2013                                                 Goldman Sachs
                  n           communic      investor
                                                            7
                                 China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text)


                                   ation
                                   Telephone
                       Shenzhe                   Individual
August 23, 2013                    communic                          Individual Investor
                       n                         Investor
                                   ation
                                   Telephone
                       Shenzhe                   Individual
August 26, 2013                    communic                          Individual Investor
                       n                         Investor
                                   ation
                                   Telephone
                       Shenzhe                   Individual
August 27, 2013                    communic                          Individual Investor
                       n                         Investor
                                   ation
                                   Field
                       Shenzhe                   Institutional       Guotai Junan Securities, New China Life
August 30, 2013                    investigati
                       n                         investor            Insurance
                                   on
                                   Telephone
September         5,   Shenzhe                   Individual
                                   communic                          Individual Investor
2013                   n                         Investor
                                   ation
                                   Telephone
September         9,   Shenzhe                   Individual
                                   communic                          Individual Investor
2013                   n                         Investor
                                   ation
September     11,      Shenzhe     Strategic     Institutional
                                                                     Strategic seminar of Guosen Securities
2013                   n           seminar       investor
                                   Field
September     12,      Shenzhe                   Institutional       Investigation    organized      by    Guosen
                                   investigati
2013                   n                         investor            Securities
                                   on
September     12,      Shenzhe     Strategic     Institutional
                                                                     Strategic seminar of Ping An Securities
2013                   n           seminar       investor
                                   Telephone
September     16,      Shenzhe                   Institutional
                                   communic                          Citic Securities organization
2013                   n                         investor
                                   ation
                                   Telephone
September     16,      Shenzhe                   Institutional
                                   communic                          China Jianyin Investment Securities
2013                   n                         investor
                                   ation
                                   Telephone
September     16,      Shenzhe                   Institutional
                                   communic                          Ping An Securities
2013                   n                         investor
                                   ation
                                   Telephone
September     16,      Shenzhe                   Institutional
                                   communic                          Guosen Securities
2013                   n                         investor
                                   ation
                                   Telephone
September     17,      Shenzhe                   Institutional
                                   communic                          Orient Securities
2013                   n                         investor
                                   ation
                                   Telephone
September     17,      Shenzhe                   Institutional
                                   communic                          Shanghai Jinli Investment
2013                   n                         investor
                                   ation
                                                                 8
                            China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text)


                              Telephone
September   17,   Shenzhe                   Institutional
                              communic                          Guotai Junan Securities organization
2013              n                         investor
                              ation
                              Telephone
September   24,   Shenzhe                   Institutional
                              communic                          Explanation session
2013              n                         investor
                              ation
                              Field
September   25,   Shenzhe                   Institutional
                              investigati                       Yinhua Fund
2013              n                         investor
                              on




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