China Vanke Co., Ltd.
2012 Interim Report
(For the six months ended 30 June 2012)
Important Notice:
The Board of Directors, the Supervisory Committee and the Directors, members of the Supervisory
Committee and senior management of the Company warrant that in respect of the information contained in
this report, there are no misrepresentations or misleading statements, or material omission, and
individually and collectively accept full responsibility for the authenticity, accuracy and completeness of
the information contained in this report.
Chairman Wang Shi, Director Yu Liang, Director Xiao Li, Independent Director Qi Daqing, Independent
Director Zhang Liping, Independent Director Hua Sheng attended the board meeting in person. Deputy
Chairman Qiao Shibo and Director Jiang Wei were not able to attend the board meeting in person due to
their business engagements and had authorised Director Yu Liang to represent them and vote on behalf of
them at the board meeting. Director Wang Yin and Director Sun Jianyi were not able to attend the board
meeting in person due to their business engagements and had authorised Director Xiao Li to represent
them and vote on behalf of them at the board meeting. Independent Director Paul Chan Mo Po was not
able to attend the board meeting in person due to his business engagements and had authorised
Independent Director Qi Daqing to represent him and vote on his behalf at the board meeting.
The Company’s interim financial statements have not been audited.
Chairman Wang Shi, Director and President Yu Liang, and Executive Vice President and Supervisor of
Finance Wang Wenjin declare that the interim financial statements contained in the interim report are
warranted to be true and complete.
Basic Corporate Information ……………………………………………………………………….…2
Change in Share Capital and Shareholdings of Major Shareholders ..…………………………………3
Directors, Members of Supervisory Committee, Senior Management ………………..…………….…5
Directors’ Report ………………………………………………………………………….……………6
Significant Events…...……………………………………………………………………………..…..13
Financial Statements (Unaudited) …..…………………………………………………………………23
This Report is edited in Chinese and English, should there be any differences in understanding between the
two versions(except the differences due to the discrepancy between PRC accounting regulations and IFRS),
please refer to the Chinese one.
1
I. Basic Corporate Information
1. Company Name (Chinese): 万科企业股份有限公司 (“万科”)
Company Name (English): CHINA VANKE CO., LTD. (“VANKE”)
2. Registered address: Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the
People’s Republic of China
Postal code: 518083
Office address: Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the
People’s Republic of China
Postal code: 518083
Website: www.vanke.com
E-mail address: IR@vanke.com
3. Legal representative: Wang Shi
4. Secretary of the Board: Tan Huajie
E-mail address: IR@vanke.com
Securities Affairs Representative: Liang Jie
E-mail address: IR@vanke.com
Contact Address: Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the
People’s Republic of China
Telephone number: 0755-25606666
Fax number: 0755-25531696
5. Media for disclosure of information: “China Securities Journal”, “Securities Times”, “Shanghai
Securities News”, “Securities Daily” and an English media in Hong Kong.
Website for publication of the interim report: www.cninfo.com.cn
Place for interim report collection: The Office of the Company’s Board of Directors
6. Stock exchange on which the Company’s shares are listed: Shenzhen Stock Exchange
Company’s share abbreviation and stock codes on the stock exchange:
Vanke A, 000002
Vanke B, 200002
08 Vanke G1, 112005
08 Vanke G2, 112006
7. Major Financial Data and Indicators
(1) Major Financial Indicators（Unit: RMB’000）
Financial Indicators Jan.-Jun. 2012 Jan.-Jun. 2011 Change（+/-）
Revenue 28,959,560 18,886,966 53%
Profit from operating activities 7,928,844 6,376,643 24%
Share of profits less losses of
associates and jointly controlled 422,520 7,773 5336%
entities
Profit before income tax 7,562,983 5,866,824 29%
Income tax expense (3,027,505) (2,614,306) 16%
Profit for the period 4,535,478 3,252,518 39%
Profit attributed to minority 810,393 274,663 195%
Profit attributable to equity
3,725,085 2,977,855 25%
shareholders of the Company
Basic earnings per share 0.34 0.27 26%
Diluted earnings per share 0.34 0.27 26%
2
(2) Impact of IFRS Adjustments on Net Profit (Unit: RMB’000)
Net profit attributable to equity shareholders
Items
of the Company
As determined pursuant to PRC accounting standards 3,725,085
As restated in conformity with IFRS 3,725,085
II. Change in Share Capital and Shareholdings of Major Shareholders
1. Change in Share Capital (as at 30 June 2012)
Unit: Share
Before the Change Increase / After the Change
Class of Share Percentage of decrease Percentage of
Quantity (+, -） Quantity
shareholding shareholding
I. Restricted Shares
1. State-owned and
State-owned legal person
shares
2. Shares held by domestic
non-State-owned legal
persons
3. Shares held by domestic
18,426,384 0.17% -207,664 18,218,720 0.17%
natural persons
4. Shares held by foreign
investors
Total number of restricted
18,426,384 0.17% -207,664 18,218,720 0.17%
shares
II. Non-restricted Shares
1. RMB-denominated
9,661,828,366 87.87% +207,664 9,662,036,030 87.87%
ordinary shares (A shares)
2. Domestic listed foreign
1,314,955,468 11.96% 0 1,314,955,468 11.96%
shares (B shares)
Total number of
10,976,783,834 99.83% +207,664 10,976,991,498 99.83%
non-restricted shares
III. Total Number of Shares 10,995,210,218 100.00% 0 10,995,210,218 100.00%
Note: There were changes in the senior management staff of the Company in 2011. The trading restriction on the restricted
shares held by these senior management staff would be lifted after 6 months of their departure. As a result, the number of
restricted shares and non-restricted shares of the Company changed accordingly during the reporting period.
2. The shareholdings of the Company’s top 10 shareholders and the shareholdings of the top 10
holders of non-restricted shares (as at 30 June 2012)
Unit: Share
Total number of shareholders 842,855 (including 821,317 holders of A shares and 21,538 holders of B Shares)
Shareholdings of the top 10 shareholders
Classification Percentage of Total Number of Number of
of shareholder shareholdings number of restricted pledged or
Name of shareholder
shares held shares held lock-up
shares
China Resources Co., Limited State-owned
14.73% 1,619,094,766 0 0
(“CRC”) legal person
Bank of China - E Fund Shenzhen
Stock Exchange 100 Exchange- Others 1.36% 149,102,263 0 0
Traded Fund
Liu Yuansheng Others 1.22% 133,791,208 0 0
China Construction Bank - Bosera
Theme Industry Stock Securities Others 0.92% 100,731,921 0 0
Investment Fund
Industrial and Commercial Bank of
China -Rongtong Shenzhen Stock
Others 0.90% 99,254,225 0 0
Exchange 100 Index Securities
Investment Fund
HTHK/CMG FSGUFP-CMG
Foreign
FIRST STATE CHINA GROWTH 0.78% 85,850,401 0 0
shareholder
FD
3
Bank of China - Harvest Thematic
Others 0.70% 76,999,387 0 0
Fund
MORGAN STANLEY & CO.
Others 0.70% 76,864,430 0 0
INTERNATIONAL PLC
UBS AG Others 0.67% 74,183,257 0 0
Staff Committee of China Vanke
Others 0.61% 67,168,517 0 0
Co., Ltd.
Shareholdings of the top 10 holders of non-restricted shares
Name of shareholder Number of non-restricted Class of shares
shares held
CRC 1,619,094,766 Ordinary RMB-denominated shares (A shares)
Bank of China - E Fund Shenzhen
Stock Exchange 100 Exchange- 149,102,263 Ordinary RMB-denominated shares (A shares)
Traded Fund
Liu Yuansheng 133,791,208 Ordinary RMB-denominated shares (A shares)
China Construction Bank-Bosera
Theme Industry Stock Securities 100,731,921 Ordinary RMB-denominated shares (A shares)
Investment Fund
Industrial and Commercial Bank of
China -Rongtong Shenzhen Stock
99,254,225 Ordinary RMB-denominated shares (A shares)
Exchange 100 Index Securities
Investment Fund
HTHK/CMG FSGUFP-CMG
FIRST STATE CHINA GROWTH 85,850,401 Domestic listed foreign shares (B shares)
FD
Bank of China - Harvest Thematic
76,999,387 Ordinary RMB-denominated shares (A shares)
Fund
MORGAN STANLEY & CO.
76,864,430 Ordinary RMB-denominated shares (A shares)
INTERNATIONAL PLC
UBS AG 74,183,257 Ordinary RMB-denominated shares (A shares)
Staff Committee of China Vanke
67,168,517 Ordinary RMB-denominated shares (A shares)
Co., Ltd.
Remarks on the connected It is not known as to whether there are connections or persons deemed to be acting in
relationship or action in concert of concert under “the Measures for the Administration of the Takeover of Listed Companies”
the aforementioned shareholders among the above-mentioned shareholders.
3. Bondholdings of the Company’s top 10 bondholders (as at 30 June 2012)
(1) Name of the top 10 bondholders of 08 Vanke G1 bonds and their bondholdings
No. Bondholder No. of bonds held
New China Life Insurance Company – Dividend Distribution – Individual Dividend –
1 5,548,262
018L-FH002 Shen
2 China Petroleum Finance Co., Ltd. 4,157,662
3 China Pacific Insurance (Group) Co. Ltd. 3,433,312
China Ping An Property and Casualty Insurance Company Limited – Traditional –
4 2,698,727
General Insurance Products
5 China Life Insurance Company Ltd. 2,619,042
6 Taiping General Insurance Co., Ltd. 1,003,216
7 China Life Pension Company Ltd. – Internal Resources 924,010
8 Haitong-BOC-Futong Bank 897,256
China Life Property and Casualty Insurance Company Ltd. – Traditional – General
9 820,000
Insurance Products
10 China Property & Casualty Reinsurance Company Ltd. 776,162
Note: China Life Property and Casualty Insurance Company Limited, which manages “China Life Property and Casualty
Insurance Company Limited – Traditional – General Insurance Products” and China Life Pension Company Limited, which
manages “China Life Pension Company Limited – Internal Resources”, are subsidiaries of China Life Insurance Company
Limited. Apart from the above-mentioned relationships, it is not known as to whether there are other connections or persons
deemed to be acting in concert under “the Measures for the Administration of the Takeover of Listed Companies” among the
above-mentioned bondholders.
(2) Name of the top 10 bondholders of 08 Vanke G2 bonds and their bondholdings
No. Bondholder No. of bonds held
1 CMB－E Fund Pure Bond Fund 1,933,383
4
2 Industrial Bank Co., Ltd.－Tianhong Yongli Bond Fund 1,237,927
3 ICBC – Harvest Stable Earning Bond Securities Investment Fund 1,016,978
4 ICBC Credit Suisse Asset Management Co., Ltd – ICBC – Assets of Specific Clients 889,101
5 National Social Security Fund – Portfolio 801 849,518
6 CCB －Penghua Harvest Bond Fund 613,644
7 CMB －China AMC Classic Allocation Hybrid Fund 550,000
8 ICBC－China Universal Capital Preservation Fund 500,000
9 ABC －ICBC Credit Suisse Four Seasons Income Bond Fund 480,842
10 CCB －Penghua Fengrun Bond Fund 480,000
Note: “ICBC Credit Suisse Asset Management Co., Ltd – ICBC – Assets of Specific Clients” and “ABC －ICBC Credit
Suisse Four Seasons Income Bond Fund” are managed by ICBC Credit Suisse Asset Management Co., Ltd.; “National
Social Security Fund – Portfolio 801” and “CMB －China AMC Classic Allocation Hybrid Fund” are managed by China
Asset Management Co., Ltd.; “CCB －Penghua Harvest Bond Fund” and “CCB －Penghua Fengrun Bond Fund” are
managed by Penghua Fund Management Co., Ltd. Apart from the above-mentioned relationships, it is not known as to
whether there are other connections or persons deemed to be acting in concert under “the Measures for the Administration of
the Takeover of Listed Companies” among the above-mentioned bondholders.
4. Change of controlling shareholders and beneficial controllers
There were neither controlling shareholders nor beneficial controllers in the Company, and this situation
remained the same during the period under review.
III. Directors, Members of Supervisory Committee and Senior Management
1. Changes in the shareholdings of directors, members of Supervisory Committee and senior
management during the period under review
Unit: Share
Number of Number of
Number of share options share options
Number of Number of
Name Capacity shares held at exerciseable as exercised as at
shares held as at share options
the beginning at the date of the date of
30 June 2012 granted
of 2012 announcement announcement
of the report of the report
Wang Shi Chairman 6,817,201 6,817,201 6,600,000 2,640,000 0
Yu Liang Director, President 4,106,245 4,106,245 5,500,000 2,200,000 0
Chairman of - - -
Ding Fuyuan Supervisory 2,018,408 2,018,408
Committee
Sun Jianyi Director 692,236 692,236 - - -
Executive Vice 2,200,000 880,000 0
Ding Changfeng 1,487,660 1,487,660
President
Executive Vice 2,200,000 880,000 0
Xie Dong 1,487,660 1,487,660
President
Executive Vice 2,200,000 880,000 0
Zhang Jiwen 1,548,950 1,548,950
President
Executive Vice 2,200,000 880,000 0
Mo Jun 1,548,950 1,548,950
President
Director, 2,200,000 880,000 0
Xiao Li Executive Vice 1,446,849 1,446,849
President
Executive Vice 2,200,000 880,000 0
Wang Wenjin 1,343,591 1,343,591
President
Executive Vice 2,100,000 840,000 0
Du Jing 735,812 735,812
President
Executive Vice 2,000,000 800,000 0
Zhou Weijun 1,038,065 1,038,065
President
Executive Vice 2,000,000 800,000 0
Mao Daqing 0 0
President
Secretary to the 1,600,000 640,000 0
Tan Huajie 0 0
Board
Member of - - -
Zhou Qingping Supervisory 20,000 20,000
Committee
Note: Save for the above-mentioned persons, other Directors, members of the Supervisory Committee and senior
management of the Company did not hold any of the Company’s shares.
5
2. Change of Directors, members of the Supervisory Committee and senior management of the
Company during the reporting period
There was no change in Directors, members of the Supervisory Committee and senior management of the
Company during the reporting period.
After the reporting period, Mr Du Jing resigned from the Company as executive vice president; Mr. Paul
Chan Mo Po resiged from the Company as independent director. In accordance with the relevant laws,
regulations, and Articles of Association, Mr Chan will continue to perform his duties until a succeeding
independent director is appointed.
IV. Directors’ Report
1. Management Discussion and Analysis
Changes in market environment and the Company’s judgement
Sales area of commodity housing in China saw negative growth during the reporting period when
compared with the corresponding period last year. It decreased by 15.5% year on year in the first quarter of
2012, and reduced by 11.2% year on year during the first half of the year. Volatile trading was seen in
major cities. From January to February 2012, transaction volume in 14 cities including Beijing, Shanghai,
Shenzhen, Guangzhou, Tianjin, Shenyang, Hangzhou, Nanjing, Chengdu, Wuhan, Dongguan, Foshan,
Wuxi and Suzhou fell to its lowest level since 2007. The area of commodity housing sold in these 14 cities
dropped by 55.1% as compared with the same period last year. Since March, improvement in the credit
conditions for first-time home buyers, demand driven by price adjustment, coupled with the release of the
pent-up demand from end users had caused the transaction volume of residential properties in the aforesaid
cities to rebound. As the comparative figure of last year was relatively small, the sales area of commodity
housing in these cities rose by 57.6% between March and June as compared with the same period last year.
At the beginning of the year, the approved pre-sales area of the 14 abovementioned cities shrank
significantly. Between January and February 2012, the approved pre-sales area was only 58.7% of that of
the same period last year. The approved pre-sales area rose during the March-June period to the same level
as the corresponding period in 2011. In the first half of the year, the approved pre-sales area of these 14
cities dropped by 6.7% year on year. As supply dropped, these cities were close to balancing their new
housing supply and sales area. The three-month moving average of the sales area to pre-sales area ratio
(sales area of commodity housing to approved pre-sales area of new housing) rose from 0.61 at the
beginning of the year to approximately 1 in the second quarter. This, to a certain extent, has eased the
rising inventory pressure since the beginning of 2011. As at the end of June 2012, the housing inventory
(commodity housing that had been granted sales approval but had not been sold) in these 14 cities had an
aggregate area of approximately 114 million sq m, representing a slight increase of 1.8% as compared to
the beginning of the year, and the time to clear housing inventory (based on the calculation of the moving
average of sales area in the last 3 months) dropped from the highest months-to-clear of 21.7 months as at
the end of February to 10.5 months.
According to the statistics from the People’s Bank of China, China’s property loan for the first half of the
year increased by RMB565.3 billion, which was RMB227.1 billion less than the increased amount for the
same period last year. The increase in property loan accounted for 12.3% of the total increments of various
loans during the period. When compared with 17.5% in 2011, it showed a substantial decrease. The
financing situation of the property market remained gloomy.
Although sales proceeds improved in the second quarter, they only helped strengthen enterprises’ debt
repayment ability. Moreover, as substantial improvement in the tight credit conditions in the market had
yet to to be seen, the problems of construction and weakened investment ability remained unsolved. The
floor area commencing construction of residential housing across China continued to shrink. Following a
5.2% year-on-year decrease in the first quarter, it further dropped by 14.5% in the second quarter as
compared to the same period last year. Although investment in residential property development continued
to rise, affected by the delay in the availability of real-time statistics, the growth rate had significantly
6
dropped from 19.0% in the first quarter to 8.5% in the second quarter. Up till now, measures that would
encourage and support the development of ordinary commodity housing, and increase the supply of
ordinary commodity housing are yet to explore. The risk of insufficient new housing supply for the coming
year continues to rise.
With the changes in the international and domestic economic environments, the government gradually
shifted the focus of its macroeconomic policies to stable growth during the reporting period. However,
tight austerity measures on property market were still in place. With the government’s unwavering
determination in implementing its austerity measures, investment-driven property demand continued to be
suppressed. Residential property is gradually returning to its original function as dwelling. Enterprises can
be in a better position to cope with market changes only by following policy direction and industry
changes, maintaining reasonable product positioning and enhancing operation efficiency and management
skills.
During the first half of the year, in the 16 major cities where statistics are accessible by the public
(Shenzhen, Guangzhou, Dongguan, Foshan, Shanghai, Hangzhou, Nanjing, Suzhou, Ningbo, Beijing,
Tianjin, Shenyang, Dalian, Wuhan, Chengdu, and Chongqing), the area of land sold dropped by
approximately 17% when compared with the same period last year. Entering the second quarter, affected
by the rise in the number of transactions in certain cities, auctions of some favourite property sites had
drawn heated bidding. The situation where land sold at premium price had increased. Nevertheless, the
overall sentiment of the land market was still sluggish. Although the number of failed auctions had
dropped, it still remained high. The area of land sold continued to shrink, reducing by 22% year on year in
the second quarter. The land market in general had not shown any significant improvement It is expected
that land supply will increase in the second half of the year, and enterprises with greater capital strength
will be able to seize more opportunities.
The Company’s operation and management
During the reporting period, the Company continued its focus on mainstream market and actively
promoted sales. As the majority of the Company’s new projects will be launched in the second half of the
year, especially in the fourth quarter, new projects launched in the first half of the year were significantly
lower than that of the same period last year. Nevertheless, through a reasonable sales strategy, the
Company was able to achieve growth in sales area, while recording a sales amount higher than the value of
newly launched projects. From January to June, the Company realised an accumulative sales area of
6,025,000 sq m, a 6.5% increase year on year, with a sales amount of RMB62.54 billion, representing a
decrease of 4.7% year on year. Should there be no material adverse changes in the market and with more
new projects put on sale after September, it is expected that the Company will achieve greater sales in the
second half of the year than the first half of the year and sales for the full year may exceed that of 2011.
By geographical segment, the Company realised a sales area of 1,878,000 sq m and a sales amount of
RMB20.32 billion in Pearl River Delta focused Guangshen Region; a sales area of 1,093,000 sq m and a
sales amount of RMB13.33 billion in Yangtze River Delta focused Shanghai Region; a sales area of
1,711,000 sq m and a sales amount of RMB17.39 billion in Bohai-rim focused Beijing Region; a sales area
of 1,343,000 sq m and a sales amount of RMB11.50 billion in Chengdu Region, which comprises core
cities of Central and Western Region,during the first half of 2012.
Small and mid-sized ordinary commodity housing continued to make up a majority of the Company’s
product mix. Residential units with an area under 144 sq m accounted for 89% of all the residential units
sold during the first half of the year.
In the first half of the year, the Company realized a booked area of 2,638,000 sq m and booked revenue of
RMB28.48 billion, representing increases of 90.7% and 55.1% year-on-year respectively; the Company
realized revenue of RMB28.96 billion and a net profit of RMB3.73 billion, representing increases of
53.3% and 25.1% respectively as compared with those of the same period last year.
In the first half of the year, the average booked price of the Company’s property business was RMB10,796,
representing a year-on-year decrease of 17.5%. The gross margin of the property business stood at 28.1%,
down by 5.9 percentage points year on year. The booked net profit margin was 15.0%, down by 2.6
7
percentage points when compared with the same period last year. Although both the average booked price
and profit margins decreased year on year, the Company’s return on assets rose slightly. The Company’s
diluted return on equity for the first haf of the year was 6.8%, which was 0.4 percentage point higher than
6.4% of the same period last year.
As at the end of the reporting period, the Company had an area of 13,920,000 sq m sold but not yet booked
stated in the consolidated statements as construction had yet to be completed. The area of 13,920,000 sq m
had a contract amount of approximately RMB146.4 billion, representing increases of 28% and 20% as
compared with those at the end of 2011 respectively. This would provide a solid foundation for realizing
future operating results.
The Company continued to maintain a sound and stable financial structure and a solid cash position.
Owing to the increase in advance receipts, the Company’s gearing ratio rose by 1.8 percentage points from
the beginning of the year to 78.9%. However, as advance receipts will be recognized as revenue upon the
recognition of projects, they do not give rise to any real pressure for debt repayment. The Company’s net
gearing ratio was only22.8%, showing a further decrease from 23.8% at the beginning of the year. As at the
end of the reporting period, the cash and cash equivalents held by the Company amounted to RMB45.72
billion, which was much higher than the sum of short-term borrowings and long-term borrowings due
within one year of RMB20.31 billion. The capital strength of the Company further increased when
compared with the beginning of the year. Given that opportunities for residential development often arise
during the adjustment period of the property market and in view of the weakened investment ability within
the industry, the Company can leverage its solid cash position to acquire projects on more favourable terms.
As at the end of the reporting period, the Company’s inventories included RMB8.49 billion of completed
properties (properties ready for sale), accounting for 3.75% of the total.
The Company’s planned floor area commencing construction and completed area at the beginning of the
year were 13,280,000 sq m and 8,900,000 sq m respectively. As at the end of June, the actual floor area
commencing construction and completed floor area were 4,680,000 sq m and 2,440,000 sq m respectively,
representing a completion of 35% and 28% of those planned at the beginning of the year. It is expected that
the actual floor area commencing construction and completion for the full year will meet the plan set at the
beginning of the year respectively. It is expected that the actual floor area commencing construction and
completed floor area for the full year will be in line with the targets planned at the beginning of the year.
During the reporting period, despite the drop in the number of land transactions, there was not much
change in the land premium. The Company adhered to its stringent investment policies. For the first half of
the year, the Company acquired 13 new development projects, with a site area attributable to China
Vanke’s equity holding of approximately 690,000 sq m (a corresponding planned GFA of approximately
1,740,000 sq m). The average land premium per floor area was approximately RMB2,230 per sq m. In
addition, the Company was also involved in one city redevelopment project; according to the current
planning, the site area of the part to be developed by China Vanke and the plot ratio GFA thereof was
approximately 129,000 sq m and approximately 394,000 sq m respectively. The average composite
redevelopment cost and land premium per floor area is estimated to be approximately RMB3,800 per sq m.
As at the end of the reporting period, the aggregate GFA of the Company’s projects under planning
attributable to China Vanke’s equity holding amounted to 34,350,000 sq m, which can basically meet its
development needs in the coming 2 to 3 years.
In view of the opportunities driven by the increase in land supply in the second half of the year, the
Company will strengthen its position in the existing markets and pay close attention to any possible market
opportunities with a target at end users. In respect of the decision-making process for project development,
the Company’s concern remains over the reasonableness of land premium relative to property prices in the
surrounding areas and the risk manageability of the project. The Company will not set its profit target
based on any overoptimistic expectations.
During the reporting period, the Company adhered to its product and service philosophy of “Building
quality housing for ordinary people” and “Building home as a place to live”. On the aspect of improving
product functionality, the Company will continue to explore and improve ancillary services, with an aim to
8
improve the quality of its customers’ properties. In order to better serve customers’ daily needs, the
Company will push ahead with product innovation and service upgrade. The Company has introduced
ancillary services like “Fortune Depot”, community food court, self storage facilities and fully furnished
units, etc., to offer a safer, more comfortable and convenient community environment.
2. Principal operations of the Company during the reporting period
(1) The scope and operations of the Company’s core businesses
The Company specialises in property development with commodity housing as its major products. During
the reporting period, the Company realized a sales area of 6,030,000 sq m representing an increase of
6.5% year-on-year while sales amount was RMB62.5 billion, a decrease of 4.7% as compared with the
same period last year. The booked area of the Company for the first half of the year was 2,640,000 sq m,
representing an increase of 90.7% when compared with that of the same period last year. The booked
revenue amounted to RMB28.48 billion, representing an increase of 55.1% from that of the same period
last year.
Due to variation in the completion schedule of different projects,, the completed area from January to June
was 2,440,000 sq m, representing 28% of the planned completed area of 8,900,000 sq m for 2012. It is
expected that more projects will be completed and booked in the fourth quarter of 2012.
Unit RMB ‘000
Revenue Cost of sales Gross margin
Sector
Amount Change Amount Change Value Change
Property -5.9 percentage
28,483,487 55.04% 18,955,934 76.91% 28.05%
sales point
Property
-16.6 percentage
management 476,073 -7.60% 341,451 20.24% 28.28%
point
and others
-6.2 percentage
Total 28,959,560 53.33% 19,297,385 75.45% 28.06%
point
Note: Land appreciation tax had been deducted f in calculating gross profit margin
（2）Comparison of major assets & liabilities and key operating indicators
Unit: RMB ‘000
Change
Item 30-Jun-2012 31-Dec-2011 Reasons for change
(+/-)
Cash and cash Active sales and prudent
45,719,728 33,614,112 36.01%
equivalents investment
Loans and borrowings
42,605,550 26,822,359 58.84% Change in debt structure
(Non current)
Change
Item Jan-Jun 2012 Jan-Jun 2011 Reasons for change
(+/-)
Revenue 28,959,560 18,886,966 53.33% Increase in booked sales
Cost of sales 19,297,385 10,998,932 75.45% Increase in booked area
To maintain reasonable growth
Distribution cost 1,238,382 956,748 29.44% following the trend of austerity
measures
（3）The Company’s core business by region
Revenue from Net profit BookedArea
Region core businesses Percentage Percentage Percentage
（RMB'000） （sq m）
(RMB'000)
Guangshen Region 8,097,855 28.42% 1,658,682 38.73% 714,339 27.09%
Shanghai Region 7,736,115 27.16% 745,193 17.40% 599,105 22.71%
Beijing Region 6,739,193 23.66% 1,085,250 25.34% 585,796 22.21%
Chengdu Region 5,910,324 20.75% 793,491 18.53% 738,367 27.99%
Total 28,483,487 100% 4,282,617 100% 2,637,607 100%
Note. During the reporting period, the cities in which the Company had booked projects included Shenzhen, Guangzhou,
Dongguan, Foshan, Zhuhai, Zhongshan, Changsha, Xiamen, Fuzhou, Sanya, Huizhou, Qingyuan in Guangshen region;
Shanghai, Hangzhou, Suzhou, Wuxi, Nanjing, Zhenjiang, Ningbo, Nanchang in Shanghai region; Beijing, Tianjin, Shenyang,
9
Anshan, Dalian, Changchun, Qingdao in Beijing region, and Chengdu, Chongqing, Wuhan, Xi’an, Guiyang in Chengdu
region.
3. Investment of the Company
(1) Use of proceeds from the capital market
Public issue of A Shares in 2007
Having obtained the approval from the relevant authorities, the Company issued a prospectus regarding the
public issue of A shares on 22 August 2007. The Company issued 317,158,261 shares (par value: RMB1
per share) at an issue price of RMB31.53 per share, raising proceeds of RMB9,999,999,969.33. After
deducting issuing expenses of RMB63,398,268.11, the net proceeds amounted to RMB9,936,601,701.22
and were received on 30 August 2007. Shenzhen Nanfang-Minhe CPA Firm Co., Ltd (深圳南方民和会计
师事务所) had prepared and filed a capital verification report (Shen Nan Yan Zi (2007) No. 155).
The aforesaid proceeds were used to invest in 11 projects. Details on the investment amount, investment
gain, development progress of the projects as of 30 June 2012 are as follows:
Unit: RMB ’000
Funds used for investment during the
Total amount of proceeds 9,936,600 13,120
reporting period
Amount of proceeds with
0
changed usage
Accumulated funds used 9,829,930
Percentage of proceeds with
0%
changed usage
Is there Funds
Accumulated
used for Does it
any funds used Accumulated Significant
Planned investment Investment achieve
Investment projects change during the realized change in
investment during the progress estimated
in reporting income feasibility
reporting income
project period
period
Everest Town (former Science
No 600,000 600,000 100% 144,520 Yes No
City H3 Project), Guangzhou
The Paradiso (former Jinshazhou
No 800,000 800,000 100% 458,130 Yes No
Project), Guangzhou
The Dream Town (former
No 900,000 900,000 100% 517,580 Yes No
Nanzhuang Project), Foshan
Zhuhai Hotel Project, Xiangzhou
No 650,000 650,000 100% 734,370 Yes No
District, Zhuhai
West Spring Butterfly Garden
(former Jiangcun Project), No 700,000 700,000 100% 1,136,580 Yes No
Hangzhou
Liangzhu Project, Yuhang
No 1,700,000 1,700,000 100% 401,660 Yes No
District, Hangzhou
Golden Town Project, Yinzhou
No 1,636,600 1,636,600 100% 904,580 Yes No
District, Ningbo
Wujiefang Project, Pudong,
No 1,200,000 1,200,000 100% - Yes No
Shanghai
Jinse Yazhu (former Zhonglin
No 700,000 700,000 100% 263,970 Yes No
Project), Shanghai
Anpin Street Project, Baixia
No 650,000 13,120 543,330 84% - Yes No
District, Nanjing
Stratford (former Huangjiayu
No 400,000 400,000 100% 45,070 No No
Project), Nanjing
Total No 9,936,600 13,120 9,829,930 99% 4,606,460 - No
(1) The preconstruction of Shanghai Wujiefang Project was affected by the government’s
redirection of roads due to its location within the Expo area. Construction commenced in the
second half of 2010, and sales began in May 2012. The overall development plan of the
project had been adjusted accordingly. Nanjing Anpin Street Project was affected by the
Remarks on delay and failure to
government’s policy to preserve the city’s heritage. Adjustment had been made to the
achieve estimated income (by
planning of the project, and the original commencement schedule had been affected. The
project)
relevant planning has now been approved. The overall development plan of the project has
been adjusted accordingly.
(2) Stratford Project in Nanjing was almost sold out and delivered in 2010. Accumulative net
profit margin amounted to 7.49%. The project had achieved good brand effect but the income
10
generated from this project did not reach the estimated level stated in the prospectus, while
the income of other projects financed by the raised proceeds exceeded or expected to exceed
the estimated level. It is expected that the overall return from the projects financed by the
raised proceeds will be higher that the estimated level stated in the prospectus.
Remarks on reasons and
procedures for changes (by No changes
project)
As of 30 June 2012, the Company had applied RMB9,829.93 million of the proceeds in
Application of the balance of the accordance with the prospectus. The amount represented 98.9% of the net proceeds of
proceeds RMB9,936.6 million. The balance of proceeds of RMB106.67 million will be applied in
accordance with the progress of project development.
(2) Use of capital not from the capital market
A. Major equity investment
1) During the reporting period, the Company promoted and established 7 new subsidiaries, each with
registered capital of over RMB10 million. The details are as follows:
Unit: ’000
Actual
Registered Scope of
No. Company Currency investment by
capital business
China Vanke
Qingdao Vanke Commercial Property Co., Property
1 RMB 100,000 100,000
Ltd. (青岛万科商业地产有限公司) development
Beijing Xingfuhui Investment Co., Ltd.(北 Property
2 RMB 75,000 45,000 development
京幸福汇投资有限公司)
Tianjin Wanwei Property Investment Co., Property
3 RMB 25,500 25,500
Ltd.(天津万为置业投资有限公司) development
Wuhan Vanke Golden Plaza Property Property
4 Development Co., Ltd. RMB 10,000 10,000 development
(武汉万科金色广场物业发展有限公司)
East of Nanjing Station Property Co., Ltd. Property
5 RMB 10,000 10,000
(南京站东置业有限公司) development
Yantai Wanhong Real Estate Co., Ltd. (烟 Property
6 RMB 10,000 7,000 development
台万宏房地产开发有限公司)
Nanchong Vanke Property Co., Ltd. (南充 Property
7 RMB 10,000 6,000 development
万科置业有限公司)
Total 240,500 203,500
In addition, the Company had established another 3 new subsidiaries, with a total amount of investment of
RMB11.4 million.
2) The major companies that the Company acquired during the reporting period are as follows:
A. On 5 January 2012, the Company acquired 65% equity interests of Airwell Aircon (China) Co.,Ltd. (欧
威尔空调（中国）有限公司) for a total cash consideration of RMB214.5 million.
B. On 23 April 2012, the Company acquired 100% equity interests of Wise Grow Group Limited for a total
cash consideration of USD34.78 million. Wise Grow Group Limited holds 45% equity interests of Dalian
Vanke City Property Company Limited, a majority-owned subsidiary of the Company.
C. On 23 April 2012, the Company acquired 100% equity interests of Tian Cheng (Holdings) Investments
Limited for a total cash consideration of USD20.63 million. Tian Cheng (Holdings) Investments Limited
holds 45% equity interests of Wuhan Vanke Tiancheng Real Estate Company Limited, a majority-owned
subsidiary of the Company.
D. On 23 April 2012, the Company acquired 83.67% equity interests of Bonus Plus Holdings Limited for a
total cash consideration of USD23.58 million. Bonus Plus Holdings Limited holds 49% equity interests of
Suzhou Huihua Investment and Property Company Limited, a majority-owned subsidiary of the Company.
E. On 15 June 2012, the Company acquired 90% equity interests of Changchun Vanke Jingcheng Real
Estate Development Co., Ltd. for a total cash consideration of RMB207 million.
11
During the reporting period, the Company acquired another 5 companies for a total consideration of
RMB139.55 million.
Subsequent events:
According to the announcement dated 15 May 2012, Vanke Property (Hong Kong) Company Limited
(“Vanke Property”), a wholly-owned subsidiary of China Vanke Co.,Ltd. (the “Company”), and Wing Tai
Properties Limited (“Wing Tai Properties”, StockCode: 0369.HK) had entered into an agreement. Pursuant
to the agreement, Vanke Property, through its wholly-owned subsidiary Wkland Investments Company
Limited, will acquire the shares in Winsor Properties Holdings Limited (“Winsor Properties” Stock Code:
1036.HK) held by Wing Tai Properties upon completion of the agreed reorganisation of Winsor Properties.
On 16 July 2012, Winsor Properties completed its reorganisation. The aforesaid share acquisition has now
been completed. Wkland Investments Company Limited now holds 205,835,845 shares in Winsor
Properties, with the offer price of HK$5.6197 per share, representing approximately 79.26% of the total
issued shares of Winsor Properties after reorganisation. According to the relevant requirements, Wkland
Investments Company Limited shall fulfil the obligation of making a general offer to acquire all the issued
shares in the restructured Winsor Properties. Since the consideration and the size of target company are
relatively small, the acquisition will not have material impact on the total assets, net assets, net profits,
gearing ratio and other key financial indicators of the Company.
3) During the year under review, in order to support the business development of the majority-owned
subsidiaries, the Company increased the capital of 6 subsidiaries by RMB969 million. Of the total amount,
RMB482 million was for Shanghai Wanshi Property Co., Ltd.(上海万狮置业有限公司), RMB280 million
for Dongguan Vanke Real Estate Co., Ltd.(东莞市万科房地产有限公司), and RMB200 million for
Putian Vanke Property Co., Ltd.(莆田市万科置业有限公司).
Other investments
During the reporting period, the Company acquired 13 new projects, with a site area attributable to China
Vanke’s equity holding of approximately 690,000 sq m (planned GFA of approximately 1,740,000 sq m).
Details of the projects are as follows:
GFA
attributable to
Percentage
Site Area Planned GFA China
City Project Location of Progress
(sq m) (sq m) Vanke’s
shareholding
equity holding
(sq m)
Phase II, Northern Vanke Qingcheng
Qingyuan 100% 37,048 74,096 74,096 Preconstruction
City District
Guangzhou Tianhe Tianhe
Guangzhou 100% 27,654 82,962 82,962 Preconstruction
Software Park Project District
Yuelu
Changsha Yang Hu Yuan Project 100% 100,350 298,331 298,331 Preconstruction
District
Nanjing South High-
Yuhua
Nanjing speed Railway Station 100% 76,424 182,400 182,400 Preconstruction
District
Project
Binhu New
Hefei Ziyun Road Project 55% 165,584 462,648 254,456 Preconstruction
District
Lunan
Tangshan Southern Stratford 100% 47,007 48,101 48,101 Preconstruction
District
Xianghe Jiangxintun Xianghe
Langfang 50% 130,045 221,077 110,538 Preconstruction
West Project County
Lubei
Tangshan The Paradiso 40% 26,329 65,341 26,136 Preconstruction
District
Tiexi
Shenyang Spring Dew Mansion 100% 19,321 48,302 48,302 Preconstruction
District
Sifang
Qingdao Vanke Plaza 100% 38,775 124,080 124,080 Preconstruction
District
Fushan
Yantai Dew Garden 70% 65,733 151,008 105,706 Preconstruction
District
12
Gaoping
Nanchong Jinrun Huafu 60% 182,012 518,004 310,803 Preconstruction
District
Yunyan
Guiyang Jincheng 51% 42,311 148,089 75,525 Preconstruction
District
Total 958,592 2,424,438 1,741,436 —
In addition, the Company was involved in 1 urban redevelopment project during the reporting period.
According to the current planning, the site area attributable to China Vanke’s equity holding amounted to
approximately 130,000 sq m (planned GFA attributable to China Vanke’s equity holding was
approximately 390,000 sq m).
GFA
attributable to
Percentage
Site area Planned GFA China
City Project Location of Progress
(sq m) (sq m) Vanke’s
shareholding
equity holding
(sq m)
Huangpu
Guangzhou Wenchong Project District 100% 129,417 394,432 394,432 Preconstruction
Total 129,417 394,432 394,432 —
From the end of the reporting period to the date of announcement of this report, the Company acquired 6
new projects, with site area attributable to China Vanke’s equity holding of 380,000 sq m (the planned
GFA attributable to China Vanke’s equity holding was 8,400,000 sq m) . Details are as follows:
GFA
attributable to
Percentage
Site area Planned GFA China
City Project Location of Progress
(sq m) (sq m) Vanke’s
shareholding
equity holding
(sq m)
Yinzhou Venture Yinzhou Pre-
Ningbo 55% 41,080 73,944 40,669
Investment Project District construction
No. 25, Hubei Pre-
Qingshanhu construction
Nanchang Road Project (湖北 50% 16,888 50,664 25,332
District
大道 25 亩项目)
Jimo Dongjin Pre-
Jimo Project (即墨东郡 Jimo City 55% 112,400 287,200 157,960 construction
项目)
Bulk Cargo Pre-
Logistics Project Binhai New construction
Tianjin 51% 108,400 190,000 96,900
District
(散货物项目)
Zaoyuan Project(枣 Lianhu Pre-
Xi’an 园项目) District 100% 65,706 249,186 249,186 construction
Land Lot No. 11 in
Hongqiao Business Minhang Pre-
Shanghai District (虹桥商务 100% 112,850 177,870 177,870
District construction
区11号地块项目)
Total 457,324 1,028,864 841,017 —
Among the abovementioned projects, certain projects may be developed jointly with external partners in
future. As such, the respective equity interests held by China Vanke in the relevant projects may alter. The
percentage of shareholdings disclosed above is only for periodical reference for investors.
4. Comparison between the actual operating results during the reporting period and the planned
targets at the beginning of the period
The Company’s actual operating results during the reporting period did not deviate much from the planned
targets at the beginning of the period.
V. Significant events
1. Corporate governance
As one of the first batch of companies listed in the PRC, the Company has always abided by its corporate
values: to pursue simplicity, to be transparent, to be regulated and to be responsible. It continues to explore
13
ways to raise its corporate governance standard. With a foundation built on sound corporate governance,
China Vanke has established long-standing trust and win-win relationships with its investors.
During the reporting period, the Company continued to persist in maintaining complete independence from
its single largest shareholder, CRC, and its connected companies in respect of business operation, staff,
assets, organisation and finance, to ensure independence in its business integrity and operation autonomy.
The Company had not taken any actions that violated the code on corporate governance practices such as
reporting to CRC on any undisclosed information.
The Company had strengthened the management of inside information. During the period under review, no
insider who had access to inside information had violated the laws to engage in insider trading. There had
been no discrepancy between the Company’s governance and the relevant requirements of China Securities
Regulatory Commission.
As a key pilot company to implement the Basic Internal Control Norms for Enterprises and its
implementation guidelines, the Company continued to adopt a pragmatic internal control approach to
establish the internal control process in a systematic manner. All the departments at the headquarters and
frontline companies raised their internal control standards by strengthening their internal controls
according to their actual business operations, assessing inherent and control risks and taking effective
control measures. All the departments at the Company’s headquarters formulated their annual internal
control system establishment scheme, while frontline subsidiaries established their risk management plan.
To enhance the effectiveness of control and management, the Company had developed an IT application
system in respect of the key aspects of control and management. Based on the assessment of the actual
weakness of the existing internal control system, the Company formulated a solution that addresses issues
related to the system and process to minimize actual risks and enhance the effectiveness of its internal
controls.
The Company has been upholding its dividend distribution policy every year since its listing on the
Shenzhen Stock Exchange in 1991. Among all A-share companies, the Company has the longest history of
distributing cash dividends. The total cash dividends distributed since 1992 accounted for 18% of the total
net profit of the Company generated since 1992. The total cash dividends distributed in the last three years
accounted for 44.5% of the average net profit of the Company in the last three years. The proposal on
dividend distribution was considered at the 2011 Annual General Meeting, for which the Company
established an Internet voting platform for shareholders to exercise their voting rights. The formulation and
implementation of the Company’s cash dividend distribution policy was in compliance with the
requirements of the Articles of Association of the Company and shareholders’ approval. During the voting
process, the independent directors of the Company had diligently performed their duties of supervision,
while small-medium shareholders also had a chance to express their views. In future, the Company will
continue to uphold a stable cash dividend distribution policy. The amount of cash dividends to be
distributed per annum from 2012 to 2014 is expected to be not less than 15% of the distributable net profit
of that year.
2. Implementation of the Company’s proposal on dividend distribution for the previous year and
profit appropriation for the interim period of 2012
Proposal on dividend distribution for the year 2011 was approved at the 2011 Annual General Meeting held
on 11 May 2012. The proposal on the dividend distribution was: based on the total share capital as at the
close of the market on the record date of the Company, a cash dividend of RMB1.3 (including tax; after
deducting tax, a cash dividend of RMB1.17 would be paid for every 10 existing shares beneficially held by
individual shareholders, investment funds and non-resident enterprises holding A shares; for individual
shareholders and non-resident enterprise shareholders holding B shares, a cash dividend of RMB1.17
would be paid for every 10 existing shares held) would be paid to all the shareholders on the basis of every
10 existing shares held.
The aforesaid proposal was implemented after the reporting period: the record date for A shares was 4 July
2012, and ex-dividend date was 5 July 2012, while the last trading day of B shares was 4 July 2012, ex-
dividend date was 5 July 2012, and the record date was 9 July 2012. For details on the implementation of
the proposal, please refer to the announcement published in China Securities Journal, Securities Times,
14
Shanghai Securities News, Securities Daily, www.cninfo.com.cn and irasia.com on 27 June 2012.
The Company will not carry out profit appropriation nor the transfer of capital surplus reserve to share
capital for the interim period of 2012.
3. Implementation of the A-Share Stock Option Incentive Scheme
“A-Share Stock Option Incentive Scheme (Revised Draft) of China Vanke Co., Ltd.” (Stock Option
Incentive Scheme) had been approved at the first extraordinary general meeting of the Company in 2011.
On 25 April 2011, being the grant date of stock options under the A-Share Stock Option Incentive Scheme,
the beneficiaries obtained their stock options.
During the reporting period, some of the beneficiaries resigned and therefore failed to qualify for being a
beneficiary of the Stock Option Incentive Scheme. Accordingly, 5,128,500 stock options became invalid
during the reporting period. As at the end of the reporting period, the number of beneficiaries of the Stock
Option Incentive Scheme was 715, holding 96,239,500 stock options that had been granted but yet to be
exercised.
The Company implemented the proposal on dividend distribution on 5 July 2012, and distributed a cash
dividend of RMB1.3 (including tax) to all shareholders for every 10 existing shares held. Pursuant to the
approval of the resolution regarding granting the Board the authority to handle matters relating to the
Company’s Stock Option Incentive Scheme at the first extraordinary general meeting in 2011, the Board
resolved to make corresponding adjustment of the exercise price of the A-share stock options. The
adjusted exercise price was RMB8.66.
According to the authority granted to the Board at the shareholders meeting, the Board considered and
agreed to determine that the vesting conditions of the stock options had been fulfilled.The beneficiaries of
the Scheme had met the conditions for exercising the stock options under the Scheme. Upon the
completion of the relevant procedures for approval, the Stock Option Incentive Scheme entered the first
exercise period on 12 July 2012, and the beneficiaries of the Scheme can, between 12 July 2012 and 24
April 2014, exercise 40% of the options they are holding.
.
The introduction of the Stock Option Incentive Scheme will complement the Company’s incentive
instruments with a long-term plan, while establishing a check-and-balance mechanism between
shareholders and professional management team through linking up their interests. The Scheme will
further improve the Company’s corporate governance structure and strengthen the Company’s
competitiveness.
Accounting treatments for the A-Share Stock Option Incentive Scheme as equity-settled share-based
payment are carried out in accordance with the “Accounting Standard for Business Enterprises No. 11 –
Share-based payment”. On each balance sheet date within the vesting period, the Company shall included,
based on the best estimate of the number of vested stock options, the services obtained from the
beneficiaries during the period in the costs and expenses as well as in the capital surplus reserves at the fair
value of the stock options on the grant date. During the exercise period of the stock options, the Company
shall make no adjustment to the relevant costs, expenses or the capital surplus reserves which have been
recognised. On each balance sheet date, based on the actual number of options exercised, the capital
surplus reserves recognised shall be settled.
Stock Option Incentive Scheme adopts Binomial tree option pricing model to estimate the fair value of the
stock options on the grant date. According to the straight-line method, the cost of stock options of
RMB57.8139 million amortised by the Company for the first, second and third exercise periods shall be
included in the costs and expenses, while the Company’s capital surplus reserves increased by
RMB57.8139 million. Please refer to the notes to the financial statements for details on the accounting
treatments.
For details, please refer to the announcements published on China Securities Journal, Securities Times,
Shanghai Securities News , Securities Daily, and www.cninfo.com.cn on 12 July 2012.
15
4. Material Litigation and Arbitration
During the reporting period, the Company did not involve in any material litigation or arbitration.
5. Major Acquisition and Disposal of Assets
During the reporting period, the Company did not have any major acquisition or disposal of assets.
6. Other investments
6.1 Investment of securities
□Applicable √Not applicable
6.2 Equity interests held in other listed companies
Unit:RMB
Booked Changes in equity
Gains/(losses)
Initial value as at attributable to
Stock Stock Percentage of during the
investment the end of equity holders
code abbreviation shareholdings reporting
amount the reporting during the
period
period reporting period
600751 SST Tianjin 143,600.00 0.04% 143,600.00 - -
Marine Shipping
Co., Ltd.
Total 143,600.00 0.04% 143,600.00 - -
Note: Equity interests held in SST Tianjin Marine Shipping Co., Ltd are legal person shares held by the Company over the
years. Up till now, it has not undergone share reform.
6.3 Shareholding in non-listed financial corporations and companies planning for listing
Nil.
7. Major connected transactions
In February 2012, pursuant to the authority granted at the first extraordinary general meeting of 2011, the
Board agreed that the Company applied for a trust loan of RMB1 billion, with a 2-year term and a fixed
annual interest rate of 10.6 per cent from China Resources SZITIC Trust Co., Ltd. to satisfy the
development needs of the Company’s Dongguan Zitai Project, Dongguan King Metropolis Project and
Anshan Whistler Project. To satisfy the development needs of the Wenzhou Longwan Garden Phase I
Project, Nanjing The Paradiso Phase III Project, Hangzhou Liangzhu Heron Hill West Phase I Project and
Qinhuangdao Holiday Town Phase III Project, the Company had applied for a trust loan of RMB2 billion
from China Resources SZITIC Trust Co., Ltd. The term of the loan is two years and a fixed annual interest
rate of 10.5 per cent. The cost of the loan had been determined with reference to the prevailing market
price level and the characteristics of the project, and was not higher than the cost of trust loan taken out by
the Company from an independent third party during the period. Upon the expiry in April 2012 of the
authority granted at the first extraordinary general meeting of 2011, the aggregate amount of trust loans
applied by the Company from China Resources SZITIC Trust Co., Ltd. amounted to RMB4 billion.
In May 2012, the Company’s annual general meeting of 2011 authorised the Board to determine, within the
scope set out below, the continuous cooperation with China Resources (Holdings) Co., Ltd and its
connected companies (collectively “CRH”), including entering into a loan agreement with Zhuhai City
Commercial Bank Co., Ltd., using the funds under China Resources SZITIC Trust Co., Ltd. and Harvest
Capital Partners Limited, and joint investment with China Resources SZITIC Trust Co., Ltd. and Harvest
Capital Partners Limited. The total sum of the loan amount, funds to be utilised and the joint investment
amount shall not be more than RMB10.59 billion (i.e. not more than 20% of the Company’s audited net
assets value as at the end of 2011). The authorisation is valid for a period of one year commencing from
the date of passing of the relevant resolution in the annual general meeting.
The cooperation will fully leverage CRH’s financial strengths and platform, which will be beneficial to the
Company to broaden its financing channels, strengthen its ability to avert risk, accelerate its development,
enhance return on assets, and create synergies to achieve a win-win situation. During the reporting period,
the details of cooperation were yet to work out.
16
8. Major contracts and their implementation
(1) During the reporting period, the Company was not subject to any major material entrustment, sub-
contracting or leasing arrangements involving assets of other companies, nor were any other companies
entitled to any entrustment, sub-contracting or leasing arrangements involving assets of the Company.
(2) During the reporting period, the Company did not have any financial entrustment.
(3) Details on the new guarantees made by the Company during the reporting period are as follows:
Guarantor Company for which
(% of equity guarantee was granted
No. Guarantee Amount Details Guarantee Period Remarks
interest held by (% of equity interest held by
China Vanke ) China Vanke )
Vanke Properties Provided a guarantee From 4 January
1 (Hong Kong) Co., Tairong Co., Ltd. (100%) RMB193.39 million for a bank loan of 2012 to 4 January
Ltd. (100%) RMB206.78 million 2014
Provided a guarantee
Shanghai Jingyuan Property
Shanghai Vanke in proportion to the From 5 January
Development Company
2 Real Estate Co., RMB17.1 million Company’s equity 2012 to 30
Limited (45%)
Ltd. (100%) holding for a bank loan September 2013
of RMB38 million
Provided a guarantee
Shanghai Vanke Shanghai Wanzhicheng in proportion to the From 16 January
3 Real Estate Co., Property Development Co., RMB15 million Company’s equity 2012 to 31 May Withdrawn
Ltd. (100%) Ltd. (50%) holding for a bank loan 2012
of RMB30 million
Provided a guarantee
Shanghai Vanke Shanghai Wanzhicheng in proportion to the From 16 January
4 Real Estate Co., Property Development Co., RMB20.31 million Company’s equity 2012 to 12
Ltd. (100%) Ltd. (50%) holding for a bank loan December 2014
of RMB40.63 million
Provided a guarantee
Shanghai Jingyuan Property
Shanghai Vanke in proportion to the From 10 February
Development Company
5 Real Estate Co., RMB1.35 million Company’s equity 2012 to 30
Limited (45%)
Ltd. (100%) holding for a bank loan September 2013
of RMB3 million
Provided a guarantee
Shanghai Vanke Shanghai Wanzhicheng in proportion to the From 21 February
6 Real Estate Co., Property Development Co., RMB1.1 million Company’s equity 2012 to 12
Ltd. (100%) Ltd. (50%) holding for a bank loan December 2014
of RMB2.2 million
Beijing Jindi Provided a guarantee
Beijing Vanke Vanke Property Development in proportion to the From 21 February
7 Company Limited Co., Ltd. (50%) RMB350 million Company’s equity 2012 to 21
(100%) holding for a loan of February 2014
RMB700 million
Provided a guarantee
Shanghai Vanke Shanghai Wanzhicheng in proportion to the From 23 February
8 Real Estate Co., Property Development Co., RMB6.33 million Company’s equity 2012 to 12
Ltd. (100%) Ltd. (50%) holding for a bank loan December 2014
of RMB12.66 million
Shenzhen Vanke Shenzhen Vanke City Views Provided a guarantee From 24 February
9 Real Estate Co., Property Development Co., RMB420 million for a loan of RMB420 2012 to 23 August
Ltd. (100%) Ltd. (100%) million 2013
Provided a guarantee
Shanghai Vanke Shanghai Jingyuan Property in proportion to the From 19 March
10 Real Estate Co., Development Company RMB1.8 million Company’s equity 2012 to 30
Ltd. (100%) Limited (45%) holding for a bank loan September 2013
of RMB4 million
17
Provided a guarantee
Changchun Wanrun Changchun Vanke Xizhigu in proportion to the From 29 March
Real Estate
11 Real Estate Development Co., RMB3.04 million Company’s equity 2012 to 19 May
Development Co., Ltd. (50%) holding for a bank loan 2014
Ltd. (100%) of RMB6.08 million
Provided a guarantee
Shenzhen Vanke Dongguan Xinwan Real in proportion to the From 6 April 2012
12 Real Estate Co., Estate Development Co., Ltd. RMB102 million Company’s equity to 6 April 2014
Ltd. (100%) (51%) holding for a bank loan
of RMB200 million
Provided a guarantee
Shanghai Vanke Shanghai Jingyuan Property in proportion to the From 10 April
13 Real Estate Co., Development Company RMB2.25 million Company’s equity 2012 to 30
Ltd. (100%) Limited (45%) holding for a bank loan September 2013
of RMB5 million
Provided a guarantee
Changchun Wanrun Changchun Vanke Xizhigu in proportion to the From 19 April
Real Estate
14 Real Estate Development Co., RMB4.51 million Company’s equity 2012 to 19 May
Development Co., Ltd. (50%) holding for a bank loan 2014
Ltd. (100%) of RMB9.01 million
Provided a guarantee
Vanke Properties in proportion to the From 20 April
15 (Hong Kong) Co., Fengyi Co., Ltd. (100%) RMB632 million Company’s equity 2012 to 20 April
Ltd. (100%) holding for a bank loan 2015
of RMB632 million
Provided a guarantee
Shanghai Vanke Shanghai Jingyuan Property in proportion to the From 9 May 2012
16 Real Estate Co., Development Company RMB3.6 million Company’s equity to 30 September
Ltd. (100%) Limited (45%) holding for a bank loan 2013
of RMB8 million
Provided a guarantee
in proportion to the From 10 May
China Vanke Co., Shenzhen Vanke Property Co.,
17 RMB130 million Company’s equity 2012 to 9 May
Ltd.(100%) Ltd. (100%) holding for a bank loan 2014
of RMB130 million
Provided a guarantee
Changchun Wanrun Changchun Vanke Xizhigu in proportion to the
Real Estate From 11 May 2012
18 Real Estate Development Co., RMB12.5 million Company’s equity
Development Co., to 19 May 2014
Ltd. (50%) holding for a bank loan
Ltd. (100%) of RMB25 million
Provided 51% of the
Shenyang Vanke Shenyang Zhongtie Vanke From 24 May
guarantee for a bank
19 Real Estate Co., Langyu Property Company RMB14.79 million 2012 to 7 August
loan of RMB29
Ltd. (100%) Limited (49%) million 2014
Provided a guarantee
Changchun Wanrun Changchun Vanke Xizhigu in proportion to the From 25 May
Real Estate
20 Real Estate Development Co., RMB24 million Company’s equity 2012 to 19 May
Development Co., Ltd. (50%) holding for a bank loan 2014
Ltd. (100%) of RMB48 million
Provided a guarantee
Shanghai Vanke Shanghai Jingyuan Property in proportion to the From 30 May
21 Real Estate Co., Development Company RMB1.89 million Company’s equity 2012 to 30
Ltd. (100%) Limited (45%) holding for a bank loan September 2013
of RMB4.2 million
Provided a guarantee
Changchun Wanrun Changchun Vanke Xizhigu in proportion to the From 31 May
Real Estate
22 Real Estate Development Co., RMB15.99 million Company’s equity 2012 to 19 May
Development Co., Ltd. (50%) holding for a bank loan 2014
Ltd. (100%) of RMB31.98 million
Provided a guarantee
Shanghai Vanke Shanghai Jingyuan Property in proportion to the From 7 June 2012
23 Real Estate Co., Development Company RMB3.15 million Company’s equity to 30 September
Ltd. (100%) Limited (45%) holding for a bank loan 2013
of RMB7 million
Ningbo Zhongwan Property Provided a guarantee
Ningbo Vanke Co., Ltd (49% held by China in proportion to the From 26 June
Property
24 Vanke, 15% of which were RMB0.98 million Company’s equity 2012 to 5
Development Ltd.
held through Ningbo Vanke holding for a bank loan December 2014
(100%)
Property Development Ltd) of RMB6.55 million
18
During the reporting period, the amount of new guarantees provided by the Company and its majority-
owned subsidiaries was RMB1,977 million, and the amount of guarantees withdrawn was RMB1,245
million. There was a slight change in the outstanding amount of guarantees at the beginning of the
reporting period due to changes in exchange rates. As at the end of the reporting period, the outstanding
amount of guarantees provided by the Company was RMB14,427 million, accounting for 27.24% of the
audited equity attributable to shareholders of the Company as at the end of the 2011. The outstanding
amount of guarantees provided by the Company and its majority-owned subsidiaries for other majority-
owned subsidiaries was RMB13,935 million; the outstanding amount of guarantees provided by the
Company and its majority-owned subsidiaries for associates and joint venture companies was RMB492
million. The Company and its majority-owned subsidiaries did not have any external guarantees.
The Company did not provide guarantee for shareholders, beneficial controller and its connected parties,
nor did it have any overdue guarantees or guarantees involving litigation.
9. Specific elaboration and independent opinions of the independent directors on the use of capital
and external guarantees by connected parties
There had been no non-operational use of capital by the controlling shareholder or other connected parties
of the Company.
During the reporting period, the Company, in strict compliance with the related rules, regulated its external
guarantee activities in order to control risks. There was no violation against the “Notice regarding the
regulation of external guarantees by listed companies”. The Company’s guarantees had been made to meet
its production and operational needs and the requirements for reasonable use of capital. The procedures for
determining the provision of guarantees are legal and reasonable, without prejudice to the interests of the
Company and its shareholders.
10. Undertakings
China Resources National Corporation (“CRNC”), the parent company of CRC, being the Company’s
original single largest shareholder and the present single largest shareholder, gave a significant undertaking
to the Company in 2001: CRNC would provide as much support to the Company as it did in the past, as
long as such support was beneficial to the Company’s development, and that it would remain impartial in
the event of any horizontal competition between the investment projects of the Company and that of
CRNC and its subsidiaries, and in the event of any disagreements or disputes arising from horizontal
competition. CRNC had fulfilled its undertaking.
11. Details on the Company’s investor meetings
Issues
discussed
Type of meeting Date Location Approach Types of investors and
information
provided
BNP Face to face Investors including securities companies, (I) Major issues
2012.1 Hong Kong discussed:
meeting meeting funds, etc
Credit Suisse (1) The
Face to face Investors including securities companies, Company’s
Securities 2012.1 Hong Kong
meeting funds, etc daily
Meeting operations;
UBS Securities Face to face Investors including securities companies, (2)The
2012.1 Shanghai
Meeting meeting funds, etc Company’s
Deutsche Bank Face to face Investors including securities companies, development
2012.1 Beijing meeting strategies;
meeting funds, etc
(3)The
Religare Face to face Investors including securities companies, Company’s
2012.2 Hong Kong meeting
meeting funds, etc opinion on the
CITIC Securities Face to face Investors including securities companies, changes in the
2012.2 Shenzhen meeting industry.
meeting funds, etc
19
Goldman Sachs Face to face Investors including securities companies, (II) Major
2012.2 Shenzhen meeting information
meeting funds, etc
Face to face provided:
Hong Kong,
Annual results meeting Investors including securities companies, Published
2012.3 Shenzhen (Shanghai, information
presentation funds, individual investors, etc
Beijing) including the
CLSA Securities Face to face Investors including securities companies, Company’s
2012.3 Hong Kong meeting regular reports.
meeting funds, etc
Credit Suisse Face to face
meeting Investors including securities companies,
Securities 2012.3 Hong Kong
funds, etc
meeting
Goldman Sachs Face to face Investors including securities companies,
2012.3 Hong Kong meeting
meeting funds, etc
Face to face Investors including securities companies,
BNP meeting 2012.3 Hong Kong meeting funds, etc
Credit Suisse Face to face
meeting Investors including securities companies,
Securities 2012.3 Hong Kong
funds, etc
meeting
UBS Securities Face to face Investors including securities companies,
2012.3 Shanghai meeting
meeting funds, etc
Mirae Asset Face to face Investors including securities companies,
2012.4 Hong Kong meeting
meeting funds, etc
China Merchants Face to face
meeting Investors including securities companies,
Securities 2012.4 Hangzhou
funds, etc
meeting
CLSA Securities Face to face Investors including securities companies,
2012.4 Hong Kong
meeting meeting funds, etc
Credit Suisse Face to face Investors including securities companies,
2012.4 Hong Kong
meeting meeting funds, etc
Face to face Investors including securities companies,
HSBC meeting 2012.4 Hong Kong
meeting funds, etc
CLSA Securities Face to face Investors including securities companies,
2012.5 Beijing
meeting meeting funds, etc
Face to face Investors including securities companies,
Barclays meeting 2012.5 Hong Kong
meeting funds, etc
Morgan Stanley Face to face Investors including securities companies,
2012.5 Hong Kong
meeting meeting funds, etc
Guotai Junan Face to face Investors including securities companies,
2012.6 Xi’an
meeting meeting funds, etc
Credit Suisse Face to face Investors including securities companies,
2012.6 Hangzhou
meeting meeting funds, etc
Essence
Face to face Investors including securities companies,
Securities 2012.6 Beijing
meeting funds, etc
meeting
Guosen
Face to face Investors including securities companies,
Securities 2012.6 Shenzhen
meeting funds, etc
meeting
Morgan Stanley Face to face Investors including securities companies,
2012.6 Beijing
meeting meeting funds, etc
Huatai Securities Face to face Investors including securities companies,
2012.6 Shanghai
meeting meeting funds, etc
China Merchants
Face to face Investors including securities companies,
Securities 2012.6 Shenzhen
meeting funds, etc
meeting
Merrill Lynch Face to face Investors including securities companies,
2012.6 Shenzhen
meeting meeting funds, etc
20
Credit Suisse Face to face Investors including securities companies,
2012.6 Hong Kong
meeting meeting funds, etc
Okasan
Face to face Investors including securities companies,
Securities 2012.6 Hong Kong
meeting funds, etc
meeting
CITIC Securities Face to face Investors including securities companies,
2012.6 Ningbo
meeting meeting funds, etc
Note: The above-mentioned meetings included one-on-one meetings, small group meetings and large group presentation. The
Company received or met with investors from over 50 companies.
Shenzhen, Huizhou, Shenjin Wanguo, Guotai Junan, Daiwa Securities,
Guangzhou, Foshan, Minsheng Securities, CLSA Securities, CITIC
Dongguan, Zhuhai, Securities, Deusche Bank, Credit Suisse Securities,
Zhongshan, Haikou, Goldman Sachs, UBS, JP Morgan, CICC, Huatai
Fuzhou, Xiamen, United Securities, Standard Chartered Bank, CITIC
Changsha, Shanghai, Construction Securities, Goldman Sachs Gaohua,
Jiaxing, Wuxi, Guangfa Securities, Haitong Securites, Merrill Lynch
During Nanjing, Hangzhou, Securities, Yuanta Securities, Changjiang Securities,
Small group Citibank, Morgan Stanley, Orient Securities, Dongxing
Securities the Ningbo, Wenzhou,
or one-on- Securities, Galaxy Securities, Sinolink Securities,
companies reporting Nanchang, Hefei,
one BOCI, Essence Securities, China Investment
period Beijing, Tianjin,
Tangshan, Shenyang, Securities, Guosen Securities, China Merchants
Dalian, Taiyuan, Securities, Samsung Securities, Macqurie, HSBC,
Nomura Securities, Barclays, Korea Investment &
Qingdao, Yantai,
Securities, Hengtai Securities, Mizuho Securities,
Wuhan, Chengdu,
Mitsubishi UFJ Securities, BNP, Jefferies, Religare,
Chongqing, Xi’an,
UOB KayHian, Keefe, Bruyette & Woods Asia, Oliver
Kunming, Guiyang Wyman, DBS Vickers (HK) Ltd etc.
etc.
21
GF Fund Management, Orient Asset Management,
Rongtong Fund Management, Goldman Sachs (Asia)
Co., Ltd, Shenzhen Jinchaoyang Enterprise
Management Ltd, CICC Asset Management, China
Universal Asset Management, Manulife Teda Fund,
Daiwa Asset Management, New China Life,
Changsheng Fund, China Life, Bosera Fund, Harvest
Fund, China AMC, Fortis Haitong Fund, Yinhua Fund,
Dacheng Fund, Southern Fund, E Fund, Fullgoal Fund,
Cephei Investment, First State Investment Fund, China
International Fund Management, PICC, Ping An
Insurance, Fortune SGAM Fund, New China Life, Hua
An Fund, CITIC Asset Management, Taikang Life,
UBS SDIC Fund, Bank of Communications Schroders
Fund, Kondor Asset Management, Korea Investment &
Trust, Korea KTB Asset Management, Ethan Capital,
Wells Capital Management, PNC Capital, Moon
Capital, Dialectic Capital, Heitman LLC, Libra Capital
Managment, Kowloon Development Company
Limited, HwangDBS Investment Management,
Discovery Capital Management LLC, Prince Street
Capital Management, Matthews International Capital
Management, GSI Fund (HK), JF Asset Management,
FMR Capital Group, Cheuvreux Creidt Agricole,
Boodell & Company, Marsico Capital, TT
Shenzhen, Huizhou, International, Trusted Sources, Barclays Capital, UBS
Guangzhou, Foshan, GAM, F & C, Keywise, Lazard Asset Management,
Dongguan, Zhuhai, Baillie Gifford, Och-Ziff, Wellington Management,
Zhongshan, Haikou, SAC Capital, CSPB, Havenport, Trivest, East Capital,
Fuzhou, Xiamen, Merchants Gate Capital, Capital, Norges Bank
Changsha, Shanghai, Investment Management, Broad Peak Investment
Jiaxing, Wuxi, Advicers, Putnam, EFMI Limited (HK), Holowesko
Funds and other
During Nanjing, Hangzhou, Partners, Waddell & Reed, Algebris, Ashmore EMM,
investment Small group Deutsche Asset Management, Zeal Asset Management,
the Ningbo, Wenzhou,
companies and or one-on- Allianze, Open Door, Pictet Asset Management,
reporting Nanchang, Hefei,
individual one Fortress Investment Group, Maverick Capital Ltd,
period Beijing, Tianjin,
investors Hokan Zurich Insurance Company Ltd, Bank of
Tangshan, Shenyang,
Dalian, Taiyuan, Singapore Ltd, TIAA-CREF Investment Management
Qingdao, Yantai, Inc, Sparx, CQS (Hong Kong) Ltd, Samena Capital
Wuhan, Chengdu, Hong Kong Limited, SCHRODERS, FIL Investment
Chongqing, Xi’an, Management (Singapore), Cascabel Management,
Kunming, Guiyang Soros, Seatown Holdings, Tiger Asia, Elliott, Parter
etc. Funds, Generation Investment, Mount Kellet,
Emerging Markets Investment Trust, Baring, Harris
Associates LP, Cephei Investment, APG Asset
Management, Templeton, Salus Resources Advisory,
Teng Yue Partners, Hugh Currie, Cambiar, Alliance
Berstein, Trilogy Global Advisors, Caisse De Depot Et
Placement, PT Trimegah Asset Management, Artisan
Partners LP, Heitman Real Estate Securities LLC,
Glenrock Inc, Batterymarch Financial Management,
Kynikos Associates, Standard Life Investment, Kylin
Management, CBRE, Tmasek, Fidel Manulife Asset
Management ity, GIC, DnB Asset Management,
Manulife Asset Management, RCM (UK), Genesis,
T.Rowe Price etc
22
12. Corporate bonds and related matters
During the reporting period, the Company’s issued bonds, including “08 Vanke G1” (Bond code: 112005)
and “08 Vanke G2” (Bond code: 112006), was tracked and rated by China Chengxin Securities Rating Co.,
Ltd. (中诚信证券评估有限公司) (“China Chengxin”). The rating company continued to assign AAA
credit ratings to the Company’s secured corporate bonds “08 Vanke G1” and non-secured corporate bonds
“08 Vanke G2” as well as the Company’s overall corporate credit. China Chengxin gave a stable outlook
rating to the Company. During the reporting period, the Company maintained a good credit standing.
Citic Securities Co., Ltd., the trustee of the Company’s corporate bonds, was of the opinion that China
Vanke has a healthy operation and good credit standing, with strong capacity to meet its financial
obligation. The principal and interest payments for this bond issue are safe.
During the reporting period, the Shenzhen branch of China Construction Bank Corporation, being the
guarantor of the secured corporate bonds “08 Vanke G1” issued by the Company, had safe assets and stable
operating results, with no material change in credit standing.
13. Investment in derivatives
In order to limit the risk associated with the fluctuations of interest
rate, the Company entered into an interest rate swap (“IRS”)
Remarks on risk analysis and management of derivative agreement to hedge floating rate foreign currency loan. The Company
positions during the reporting period (including but not limited would charge the counterparty an interest according to a floating rate,
to market risk, liquidity risk, credit risk, operational risk and in order to pay the floating-rate interest to the original lender, while
legal risk, etc.) paying a fixed rate to the counterparty. In terms of the term and
amount of the foreign currency loan, IRS limits the risk of fluctuations
of interest rate through fixed forward rate.
Change in market price or fair value of the derivatives invested The effect of the change in the IRS value on the Company’s profit and
during the reporting period, as well as the method, related loss during the reporting period amounted to RMB(16,527,282.76).
assumptions and parameters used to analyse the fair value of The value of the IRS was determined based on the fair value assessed
derivatives should be disclosed on 30 June 2012
Remarks on whether there has been a material change in the
accounting policy and accounting measurement principles for
Nil
the Company’s derivatives during the reporting period as
compared with those of the previous reporting period
The Company’s independent directors are of the view that financial
instruments such as IRS prevent the possible loss associated with
Special advice on derivative investment and risk control by
foreign currency loan in the event of significant fluctuations in interest
independent directors, sponsors or financial advisors
rate. The relevant arrangement of the Company had been prudent and
reasonable.
Derivative positions as at the end of the reporting period
Unit: RMB’000
Contract amount
as a percentage of the
Contract amount as at Contract amount as Company’s equity
Profit/loss during the
Type of contracts the beginning of the at the end of the attributable to
reporting period
period period shareholders as at the
end of the reporting
period
Interest rate swap
3,079,879.9 2,569,806.9 (16,527.3) 4.66%
(IRS) agreement
Total 3,079,879.9 2,569,806.9 (16,527.3) 4.66%
XI. Financial Report (Unaudited)
23
China Vanke Co., Ltd.
万科企业股份有限公司
30 June 2012
24
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
Consolidated income statement
for the six months ended 30 June 2012
(Expressed in Renminbi Thousand Yuan)
2012 2011
Note Jan. – Jun. Jan. – Jun.
Revenue 4(a) 28,959,560 18,886,966
Cost of sales (19,297,385) (10,998,932)
Gross profit 9,662,175 7,888,034
Other revenue 5 395,098 364,682
Other net income 6 74,687 61,741
Distribution cost (1,238,382) (956,748)
Administrative expenses (851,688) (904,669)
Other operating expenses 7 (113,046) (76,397)
Profit from operations 7,928,844 6,376,643
Finance costs 8(a) (788,381) (517,592)
Share of profits less losses of
14 256,481 30,061
associates
Share of profits less losses of 166,039 (22,288)
15
jointly controlled entities
Profit before taxation 7,562,983 5,866,824
Income tax 9(a) (3,027,505) (2,614,306)
Profit for the period 4,535,478 3,252,518
Attributable to:
Equity shareholders of the
3,725,085 2,977,855
Company
Non-controlling interests 810,393 274,663
Profit for the period 4,535,478 3,252,518
Basic earnings per share 11 0.34 0.27
The accompanying notes form part of these financial statements.
25
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
Consolidated statement of comprehensive income
for the six months ended 30 June 2012
(Expressed in Renminbi Thousand Yuan)
2012 2011
Note Jan. – Jun. Jan. – Jun.
Profit for the period 4,535,478 3,252,518
Other comprehensive income (after tax
10
and reclassification adjustments)
Exchange differences on translation of
(73,372) 88,446
financial statements of overseas subsidiaries
Available-for-sale securities: net movement
in the fair value reserve (27,374) -
(100,746) 88,446
Total comprehensive income for the year 4,434,732 3,340,964
Attributable to:
Equity shareholders of the Company 3,624,339 3,066,301
Non-controlling interests 810,393 274,663
Total comprehensive income for the 4,434,732 3,340,964
period
The accompanying notes form part of these financial statements.
26
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
Consolidated statement of financial position
as at 30 June 2012
(Expressed in Renminbi Thousand Yuan)
Note 30 June 2012 31 December 2011
Non-current assets
Property, plant and equipment 12 3,000,840 2,777,889
Investment properties 13 1,225,338 1,126,105
Interest in associates 14 2,349,667 2,160,824
Interest in jointly controlled entities 15 4,451,749 4,183,142
Other financial assets 16 87,387 523,790
Other non-current asset 17 276,700 463,793
Deferred tax assets 25(b) 2,767,396 2,326,242
14,159,077 13,561,785
Current assets
Inventories 18 226,663,780 208,661,350
Trade and other receivables 19 42,869,054 40,071,647
Pledged deposits 20 1,292,461 625,403
Cash and cash equivalents 21 45,719,728 33,614,112
316,545,023 282,972,512
Current liabilities
Loans and borrowings 22 20,305,843 23,570,276
Financial derivative 23 19,313 17,042
Trade and other payables 24 189,556,904 168,893,596
Current taxation 25(a) 7,219,061 8,243,247
217,101,121 200,724,161
Net current assets 99,443,902 82,248,351
Total assets less current liabilities 113,602,979 95,810,136
27
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
Consolidated statement of financial position
As at 30 June 2012
(Expressed in Renminbi Thousand Yuan)
Note 30 June 2012 31 December 2011
Non-current liabilities
Loans and borrowings 22 42,605,550 26,822,359
Deferred tax liabilities 25(c) 1,090,883 1,104,762
Provisions 26 57,904 38,678
Other non-current liabilities 27 14,669 11,798
43,769,006 27,977,597
NET ASSETS 69,833,973 67,832,539
CAPITAL AND RESERVES
Share capital 29 10,995,210 10,995,210
Reserves 44,104,605 41,972,585
Total equity attributable to equity
55,099,815 52,967,795
shareholders of the Company
Non-controlling interests 14,734,158 14,864,744
TOTAL EQUITY 69,833,973 67,832,539
Approved and authorised for issue by the board of directors on 3 August2012.
)
)
) Directors
)
)
The accompanying notes form part of these financial statements.
28
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
Consolidated statement of changes in equity
Year ended 31 December 2011
(Expressed in Renminbi Thousand Yuan)
Attributable to equity shareholders of the Company
Share-based Non-
Share Share compensation Statutory Exchange Other Retained controlling
Note capital premium reserve reserves reserve reserves profits Total interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance at 1 January 2011 10,995,210 8,789,676 - 10,587,706 390,132 (332) 13,470,285 44,232,677 10,353,523 54,586,200
Changes in equity for 2011: - - - - - - - - - -
Profit for the year - - - - - - 9,624,875 9,624,875 1,974,731 11,599,606
Other comprehensive income 10 - - - - 155,644 27,373 - 183,017 - 183,017
Total comprehensive income - - - - 155,644 27,373 9,624,875 9,807,892 1,974,731 11,782,623
Dividends approved in respect of
the previous year 29(c) - - - - - - (1,099,521) (1,099,521) - (1,099,521)
Appropriation to statutory reserves 29(b) 3,061,021 - (3,061,021) - - -
Equity settled share-based transactions 28 106,236 - - 106,236 - 106,236
Capital contribution from - - - - -
non-controlling interests - - - - - - - - 3,904,944 3,904,944
Acquisitions of subsidiaries - - - - - - - - 68,806 68,806
Acquisitions of additional interest - -
in subsidiaries (79,489) (79,489) (405,068) (484,557)
Disposals of subsidiaries - (102,688) (102,688)
Dividends declared to non-controlling interests - - (898,844) (898,844)
Others - (30,660) (30,660)
Balance at 31 December 2011 10,995,210 8,789,676 106,236 13,648,727 545,776 (52,448) 18,934,618 52,967,795 14,864,744 67,832,539
The accompanying notes form part of these financial statements.
29
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
Consolidated statement of changes in equity (continued)
Period ended 30 June 2012
(Expressed in Renminbi Thousand Yuan)
Attributable to equity shareholders of the Company
Share-
Non-
based
compensat
Share Share Statutory Exchange Other Retained controlling
ion
Note capital premium reserve reserves reserve reserves profits Total interests Total equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance at 1 January 2012 10,995,210 8,789,676 106,236 13,648,727 545,776 (52,448) 18,934,618 52,967,795 14,864,744 67,832,539
Changes in equity for 2012 Jan. to
- -
June:
Profit for the six months period - - - - - - 3,725,085 3,725,085 810,393 4,535,478
Other comprehensive income 10 - - - - (73,372) (27,374) - (100,746) (100,746)
Total comprehensive income - - - - (73,372) (27,374) 3,725,085 3,624,339 810,393 4,434,732
Dividends approved in respect of
the previous year 29(c) - - - - - - (1,429,377) (1,429,377) (1,429,377)
Appropriation to statutory reserves 29(b) - - - - - - - - -
Equity settled share-based transactions 28 - - 57,814 - - - - 57,814 57,814
Capital contribution from -
non-controlling interests - - - - (120,756) - (120,756) 84,813 (35,943)
Acquisitions of subsidiaries - - - - - - - - 23,455 23,455
Acquisitions of additional interest
in subsidiaries - - - - - - - - (784,327) (784,327)
Disposals of subsidiaries - - - - - - - 1,091 1,091
Dividends declared to non-controlling
- - - - - - - - - (266,011) (266,011)
interests
Others - - - - - - - -
Balance at 30 June 2012 10,995,210 8,789,676 164,050 13,648,727 472,404 (200,578) 21,230,326 55,099,815 14,734,158 69,833,973
30
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
Consolidated cash flow statement
for the six months ended 30 June 2012
(Expressed in Renminbi Thousand Yuan)
2012 2011
Jan.–Jun. Jan.–Jun.
Cash received from sales of products 48,164,285 50,406,825
Other cash received from business operating activities 3,406,592 7,004,980
Cash generated from operating activities 51,570,877 57,411,805
Cash paid for purchasing of merchandise and services 31,537,772 38,777,093
Cash paid to employees or paid for employees 1,821,229 1,461,654
Tax paid for tax 9,818,780 9,510,509
Other cash paid for business operating activities 5,573,901 3,836,700
Cash used in operating activities 48,751,682 53,585,956
Net cash used in operating activities 2,819,195 3,825,849
Proceeds from sales of investments 4,000 76,700
Dividends received 47,684 15,216
Proceeds from disposal of property, plant and equipment 679 329
Proceeds from disposal of subsidiaries - -
Proceeds from other investment activities 189,256 407,324
Cash generated from investing activities 241,619 289,453
Acquisitions of property, plant and equipment and
79,462 124,040
construction in progress
Acquisitions of interest in associates, jointly controlled
131,450 398,261
entities and other investments
Acquisitions of subsidiaries,net of cash acquired 835,148 3,042,726
Other cash paid relating to investing activities 60,000 42,569
Cash used in investing activities 1,106,060 3,397,479
Net cash used in investing activities (864,441) (3,108,026)
31
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
Consolidated cash flow statement (continued)
for the six months ended 30 June 2012
(Expressed in Renminbi Thousand Yuan)
2012 2011
Jan.–Jun. Jan.–Jun.
Net proceeds from issue of shares upon placing 132,213 1,804,653
Proceeds from loans and borrowings 26,317,972 14,003,078
Cash generated from financing activities 26,450,185 15,807,731
Repayment of loans and borrowings 13,798,424 8,497,000
Dividend paid to equity shareholders of the Company
2,481,267 3,068,132
and Interest paid
Cash used in financing activities 16,279,691 11,565,132
Net cash generated from financing activities 10,170,494 4,242,599
Effect of foreign exchange rates (19,632) (10,587)
Net increase in cash and cash equivalents 12,105,616 4,949,835
Cash and cash equivalents at 1 January 33,614,112 35,096,935
Cash and cash equivalents at 30 June 45,719,728 40,046,770
The accompanying notes form part of these consolidated financial statements.
32
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
Notes to the consolidated financial statements
(Expressed in Renminbi Thousand Yuan unless otherwise indicated)
1 Reporting entity
China Vanke Co., Ltd (the “Company”) is a company domiciled in the People’s Republic of
China (the “PRC”). The consolidated financial statements of the Company for the six
months ended 30 June 2012 comprise the Company and its subsidiaries (together referred to
as the “Group” and individually as “Group entities”) and the Group’s interests in associates
and jointly controlled entities. The Group’s principal activities are development and sale of
properties in the PRC.
2 Significant accounting policies
(a) Statement of compliance
These financial statements have been prepared in accordance with the International Financial
Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board
(“IASB”). A summary of the significant accounting policies adopted by the Group is set out
below.
(b) Basis of measurement
The measurement basis used in the preparation of the financial statements is the historical
cost basis except that the following assets and liabilities are stated at their fair value as
explained in the accounting policies set out below:
financial instruments classified as available-for-sale (see note 2(f));
derivative financial instruments are measured at fair value (see note 2(g)).
The preparation of financial statements in conformity with IFRSs requires management to
make judgements, estimates and assumptions that affect the application of policies and
reported amounts of assets, liabilities, income and expenses. The estimates and associated
assumptions are based on historical experience and various other factors that are believed to
be reasonable under the circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the
revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
Judgements made by management in the application of IFRSs that have significant effect on
the financial statements and major sources of estimation uncertainty are discussed in note 3.
33
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
2 Significant accounting policies (continued)
(c) Changes in accounting policies
The IASB has issued a number of amendments to IFRSs and one new Interpretation that are
first effective for the current accounting period of the Group.
Of these, the following developments are relevant to the Group’s financial statements:
IAS 24 (revised 2009), Related party disclosures
Improvements to IFRSs (2010)
The Group has not applied any new standard or interpretation that is not yet effective for the
current accounting period.
The impacts of the developments are discussed below:
IAS 24 (revised 2009) revises the definition of a related party. As a result, the Group
has re-assessed the identification of related parties and concluded that the revised
definition does not have any material impact on the Group’s related party disclosures
in the current and previous period. IAS 24 (revised 2009) also introduces modified
disclosure requirements for government-related entities. This does not impact the
Group because the Group is not a government-related entity.
Improvements to IFRSs (2010) omnibus standard introduce a number of amendments
to the disclosure requirements in IFRS 7, Financial instruments: Disclosures. The
disclosures about the Group’s financial instruments in note 30 have been conformed
to the amended disclosure requirements. These amendments do not have any material
impact on the classification, recognition and measurements of the amounts recognised
in the financial statements in the current and previous periods.
(d) Subsidiaries and non-controlling interests
Subsidiaries are entities controlled by the Group. Control exists when the Group has the
power to govern the financial and operating policies of an entity so as to obtain benefits from
its activities. In assessing control, potential voting rights that presently are exercisable are
taken into account.
An investment in a subsidiary is consolidated into the consolidated financial statements from
the date that control commences until the date that control ceases. Intra-group balances and
transactions and any unrealised profits arising from intra-group transactions are eliminated in
full in preparing the consolidated financial statements. Unrealised losses resulting from
intra-group transactions are eliminated in the same way as unrealised gains but only to the
extent that there is no evidence of impairment.
Non-controlling interests represent the equity in a subsidiary not attributable directly or
indirectly to the Company, and in respect of which the Group has not agreed any additional
terms with the holders of those interests which would result in the Group as a whole having a
contractual obligation in respect of those interests that meets the definition of a financial
liability. For each business combination, the Group can elect to measure any non-controlling
interests either at fair value or at their proportionate share of the subsidiary’s net identifiable
assets.
34
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
2 Significant accounting policies (continued)
(d) Subsidiaries and non-controlling interests (continued)
Non-controlling interests are presented in the consolidated statement of financial position
within equity, separately from equity attributable to the equity shareholders of the Company.
Non-controlling interests in the results of the Group are presented on the face of the
consolidated income statement and the consolidated statement of comprehensive income as
an allocation of the total profit or loss and total comprehensive income for the six months
period between non-controlling interests and the equity shareholders of the Company. Loans
from holders of non-controlling interests and other contractual obligations towards these
holders are presented as financial liabilities in the consolidated statement of financial
position.
Changes in the Group’s interests in a subsidiary that do not result in a loss of control are
accounted for as equity transactions, whereby adjustments are made to the amounts of
controlling and non-controlling interests within consolidated equity to reflect the change in
relative interests, but no adjustments are made to goodwill and no gain or loss is recognised.
When the Group loses control of a subsidiary, it is accounted for as a disposal of the entire
interest in that subsidiary, with a resulting gain or loss being recognised in profit or loss.
Any interest retained in that former subsidiary at the date when control is lost is recognised at
fair value and this amount is regarded as the fair value on initial recognition of a financial
asset (see note 2(f)) or, when appropriate, the cost on initial recognition of an investment in
an associate or jointly controlled entity (see note 2(e)).
(e) Associates and jointly controlled entities
An associate is an entity in which the Group has significant influence, but not control or joint
control, over its management, including participation in the financial and operating policy
decisions.
A jointly controlled entity is an entity which operates under a contractual arrangement
between the Group and other parties, where the contractual arrangement establishes that the
Group and one or more of the other parties share joint control over the economic activity of
the entity.
An investment in an associate or a jointly controlled entity is accounted for in the
consolidated financial statements under the equity method, unless it is classified as held for
sale (or included in a disposal group that is classified as held for sale). Under the equity
method, the investment is initially recorded at cost, adjusted for any excess of the Group’s
share of the acquisition-date fair values of the investee’s identifiable net assets over the cost
of the investment (if any). Thereafter, the investment is adjusted for the post acquisition
change in the Group’s share of the investee’s net assets and any impairment loss relating to
the investment (see note 2(k)). Any acquisition-date excess over cost, the Group’s share of
the post-acquisition, post-tax results of the investees and any impairment losses for the six
months period are recognised in the consolidated income statement, whereas the Group’s
share of the post-acquisition post-tax items of the investees’ other comprehensive income is
recognised in the consolidated statement of comprehensive income.
35
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
2 Significant accounting policies (continued)
(e) Associates and jointly controlled entities (continued)
When the Group’s share of losses exceeds its interest in the associate or the jointly controlled
entity, the Group’s interest is reduced to nil and recognition of further losses is discontinued
except to the extent that the Group has incurred legal or constructive obligations or made
payments on behalf of the investee. For this purpose, the Group’s interest is the carrying
amount of the investment under the equity method together with the Group’s long-term
interests that in substance form part of the Group’s net investment in the associate or the
jointly controlled entity.
Unrealised profits and losses resulting from transactions between the Group and its associates
and jointly controlled entities are eliminated to the extent of the Group’s interest in the
investee, except where unrealised losses provide evidence of an impairment of the asset
transferred, in which case they are recognised immediately in profit or loss.
When the Group ceases to have significant influence over an associate or joint control over a
jointly controlled entity, it is accounted for as a disposal of the entire interest in that investee,
with a resulting gain or loss being recognised in profit or loss. Any interest retained in that
former investee at the date when significant influence or joint control is lost is recognised at
fair value and this amount is regarded as the fair value on initial recognition of a financial
asset (see note 2(f)) or, when appropriate, the cost on initial recognition of an investment in
an associate (see note 2(e)).
(f) Other investments in equity securities
The Group’s policies for investments in equity securities, other than investments in
subsidiaries, associates and jointly controlled entities, are as follows:
Investments in equity securities are initially stated at fair value, which is their transaction
price unless fair value can be more reliably estimated using valuation techniques whose
variables include only data from observable markets. Cost includes attributable transaction
costs.
Investments in equity securities that do not have a quoted market price in an active market
and whose fair value cannot be reliably measured are recognised in the statement of financial
position at cost less impairment losses (see note 2(k)).
Investments in equity securities which are not held for trading are classified as available-for-
sale securities. At the end of each reporting period the fair value is remeasured, with any
resultant gain or loss being recognised in other comprehensive income and accumulated
separately in equity. Dividend income from these investments is recognised in profit or loss
in accordance with the policy set out in note 2(u)(v). When these investments are
derecognised or impaired (see note 2(k)), the cumulative gain or loss is reclassified from
equity to profit or loss.
Investments are recognised/derecognised on the date the Group commits to purchase/sell the
investments.
36
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
2 Significant accounting policies (continued)
(g) Derivative financial instruments
Derivative financial instruments are recognised initially at fair value. At the end of each
reporting period the fair value is remeasured. The gain or loss on remeasurement to fair
value is recognised immediately in profit or loss.
(h) Investment property
Investment properties are land and/or buildings which are owned or held under a leasehold
interest (see note 2(j)) to earn rental income and/or for capital appreciation. These include
land held for a currently undetermined future use and property that is being constructed or
developed for future use as investment property.
Investment properties are stated at cost less accumulated depreciation and accumulated
impairment loss. Rental income from investment properties is accounted for as described in
note 2(u)(iv).
Depreciation is calculate to write off the costs of investment properties, less its residual value
of 0% to 4%, if any, using the straight-line method over their estimated useful lives of 12.5 to
40 years. Both the useful life and residual value, if any, are reviewed annually.
When the Group holds a property interest under an operating lease to earn rental income
and/or for capital appreciation, the interest is classified and accounted for as an investment
property on a property-by-property basis. Any such property interest which has been
classified as an investment property is accounted for as if it were held under a finance lease
(see note 2(j)), and the same accounting policies are applied to that interest as are applied to
other investment properties leased under finance leases. Lease payments are accounted for as
described in note 2(j).
(i) Property, plant and equipment
The following items of property, plant and equipment are measured at cost less accumulated
depreciation and accumulated impairment loss (see note 2(k)) :
- buildings held for own use which are situated on leasehold land classified as held under
operating lease (see note 2(j)); and
- other items of plant and equipment.
The cost of self-constructed items of property, plant and equipment includes the cost of
materials, direct labour, the initial estimate, where relevant, of the costs of dismantling and
removing the items and restoring the site on which they are located, and an appropriate
proportion of production overheads and borrowing costs (see note 2(w)).
Gains or losses arising from the retirement or disposal of an item of property, plant and
equipment are determined as the difference between the net disposal proceeds and the
carrying amount of the item and are recognised in profit or loss on the date of retirement or
disposal.
37
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
2 Significant accounting policies (continued)
(i) Property, plant and equipment (continued)
Depreciation is calculated to write off the cost of items of property, plant and equipment, less
their estimated residual value, if any, using the straight line method over their estimated
useful lives as follows:
Residual value Useful life
Leasehold land 0% unexpired term of lease
Hotel and other buildings 4% the shorter of the unexpired
term of lease and 12.5-40 years
Improvements to premises 0% 5-10 years
Machinery and motor vehicles 4% 5-10 years
Other equipment 4% 5 years
Where parts of an item of property, plant and equipment have different useful lives, the cost
of the item is allocated on a reasonable basis between the parts and each part is depreciated
separately. Both the useful life of an asset and its residual value, if any, are reviewed
annually.
(j) Leased assets
An arrangement, comprising a transaction or a series of transactions, is or contains a lease if
the Group determines that the arrangement conveys a right to use a specific asset or assets for
an agreed period of time in return for a payment or a series of payments. Such a
determination is made based on an evaluation of the substance of the arrangement and is
regardless of whether the arrangement takes the legal form of a lease.
Where the Group has the use of assets held under operating leases, payments made under the
leases are charged to profit or loss in equal instalments over the accounting periods covered
by the lease term, except where an alternative basis is more representative of the pattern of
benefits to be derived from the leased asset. Lease incentives received are recognised in
profit or loss as an integral part of the aggregate net lease payments made. Contingent
rentals are charged to profit or loss in the accounting period in which they are incurred.
The cost of acquiring land held under an operating lease is amortised on a straight-line basis
over the period of the lease term except where the property is classified as an investment
property (see note 2(h)) or is held for development (see note 2(l)).
38
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
2 Significant accounting policies (continued)
(k) Impairment of assets
(i) Impairment of investments in equity securities and other receivables
Investments in equity securities and other current and non-current receivables that are stated
at cost or amortised cost or are classified as available-for-sale securities are reviewed at the
end of each reporting period to determine whether there is objective evidence of impairment.
Objective evidence of impairment includes observable data that comes to the attention of the
Group about one or more of the following loss events:
- significant financial difficulty of the debtor;
- a breach of contract, such as a default or delinquency in interest or principal payments;
- it becoming probable that the debtor will enter bankruptcy or other financial
reorganisation;
- significant changes in the technological, market, economic or legal environment that
have an adverse effect on the debtor; and
- a significant or prolonged decline in the fair value of an investment in an equity
instrument below its cost.
If any such evidence exists, any impairment loss is determined and recognised as follows:
- For investments in associates and jointly controlled entities, the impairment loss is
measured by comparing the recoverable amount of the investment with its carrying
amount in accordance with note 2(k)(ii). The impairment loss is reversed if there has
been a favourable change in the estimates used to determine the recoverable amount in
accordance with note 2(k)(ii).
- For unquoted equity securities carried at cost, the impairment loss is measured as the
difference between the carrying amount of the financial asset and the estimated future
cash flows, discounted at the current market rate of return for a similar financial asset
where the effect of discounting is material. Impairment losses for equity securities
carried at cost are not reversed.
- For trade and other current receivables and other financial assets carried at amortised
cost, the impairment loss is measured as the difference between the asset’s carrying
amount and the present value of estimated future cash flows, discounted at the
financial asset’s original effective interest rate (i.e. the effective interest rate computed
at initial recognition of these assets), where the effect of discounting is material. This
assessment is made collectively where these financial assets share similar risk
characteristics, such as similar past due status, and have not been individually assessed
as impaired. Future cash flows for financial assets which are assessed for impairment
collectively are based on historical loss experience for assets with credit risk
characteristics similar to the collective group.
39
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
2 Significant accounting policies (continued)
(k) Impairment of assets (continued)
(i) Impairment of investments in equity securities and other receivables (continued)
If in a subsequent period the amount of an impairment loss decreases and the decrease
can be linked objectively to an event occurring after the impairment loss was
recognised, the impairment loss is reversed through profit or loss. A reversal of an
impairment loss shall not result in the asset’s carrying amount exceeding that which
would have been determined had no impairment loss been recognised in prior years.
- For available-for-sale securities, the cumulative loss that has been recognised in equity
is reclassified to profit or loss. The amount of the cumulative loss that is recognised in
profit or loss is the difference between the acquisition cost (net of any principal
repayment and amortisation) and current fair value, less any impairment loss on that
asset previously recognised in profit or loss.
Impairment losses recognised in profit or loss in respect of available-for-sale equity
securities are not reversed through profit or loss. Any subsequent increase in the fair
value of such assets is recognised in other comprehensive income.
Impairment losses are written off against the corresponding assets directly, except for
impairment losses recognised in respect of trade debtors included within trade and other
receivables, whose recovery is considered doubtful but not remote. In this case, the
impairment losses for doubtful debts are recorded using an allowance account. When the
Group is satisfied that recovery is remote, the amount considered irrecoverable is written off
directly and any amounts held in the allowance account relating to that debt are reversed.
Subsequent recoveries of amounts previously charged to the allowance account are reversed
against the allowance account. Other changes in the allowance account and subsequent
recoveries of amounts previously written off directly are recognised in profit or loss.
(ii) Impairment of other assets
Internal and external sources of information are reviewed at the end of each reporting period
to identify indications that the following assets may be impaired or an impairment loss
previously recognised no longer exists or may have decreased:
- property, plant and equipment; and
- pre-paid interests in leasehold land classified as being held under an operating lease.
If any such indication exists, the asset’s recoverable amount is estimated.
- Calculation of recoverable amount
The recoverable amount of an asset is the greater of its fair value less costs to sell and
value in use. In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset. Where an asset does not
generate cash inflows largely independent of those from other assets, the recoverable
amount is determined for the smallest group of assets that generates cash inflows
independently (i.e. a cash-generating unit).
40
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
2 Significant accounting policies (continued)
(k) Impairment of assets (continued)
(ii) Impairment of other assets (continued)
- Recognition of impairment losses
An impairment loss is recognised in profit or loss if the carrying amount of an asset, or
the cash-generating unit to which it belongs, exceeds its recoverable amount.
Impairment losses recognised in respect of cash-generating units are allocated to reduce
the carrying amount of the assets in the unit (or group of units) on a pro rata basis,
except that the carrying value of an asset will not be reduced below its individual fair
value less costs to sell, or value in use, if determinable.
- Reversals of impairment losses
An impairment loss is reversed if there has been a favourable change in the estimates
used to determine the recoverable amount.
A reversal of an impairment loss is limited to the asset’s carrying amount that would
have been determined had no impairment loss been recognised in prior years. Reversals
of impairment losses are credited to profit or loss in the year in which the reversals are
recognised.
(l) Inventories
(i) Construction materials
Constrcution materials are carried at the lower of cost and net realisable value.
Cost is calculated using the weighted average cost formula and comprises all costs of
purchase, costs of conversion and other costs incurred in bringing the construction materials
to their present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business less the
estimated costs of completion and the estimated costs necessary to make the sale.
(ii) Property development
Inventories in respect of property development activities are carried at the lower of cost and
net realisable value. Cost and net realisable values are determined as follows:
- Property held for development and property under development
The cost of properties held for development and properties under development
comprises specifically identified cost, including the acquisition cost of land, aggregate
cost of development, materials and supplies, wages and other direct expenses, an
appropriate proportion of overheads and borrowing costs capitalised (see note 2(w)).
Net realisable value represents the estimated selling price less estimated costs of
completion and costs to be incurred in selling the property.
41
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
2 Significant accounting policies (continued)
(l) Inventories (continued)
(ii) Property development (continued)
- Completed property for sale
In the case of completed properties developed by the Group, cost is determined by
apportionment of the total development costs for that development project, attributable
to the unsold properties. Net realisable value represents the estimated selling price less
costs to be incurred in selling the property.
The cost of completed properties held for sale comprises all costs of purchase, costs of
conversion and other costs incurred in bringing the inventories to their present location
and condition.
(m) Construction contracts
Construction contracts are contracts specifically negotiated with a customer for the
construction of an asset or a group of assets, where the customer is able to specify the major
structural elements of the design. The accounting policy for contract revenue is set out in
note 2(x)(iii). When the outcome of a construction contract can be estimated reliably,
contract costs are recognised as an expense by reference to the stage of completion of the
contract at the end of the reporting period. When it is probable that total contract costs will
exceed total contract revenue, the expected loss is recognised as an expense immediately.
When the outcome of a construction contract cannot be estimated reliably, contract costs are
recognised as an expense in the period in which they are incurred.
Construction contracts in progress at the end of the reporting period are recorded at the net
amount of costs incurred plus recognised profit less recognised losses and progress billings,
and are presented in the statement of financial position as the “Gross amount due from
customers for contract work” (as an asset) or the “Gross amount due to customers for
contract work” (as a liability), as applicable. Progress billings not yet paid by the customer
are included under “Trade debtors”. Amounts received before the related work is performed
are presented as “Receipts in advance” under “Trade and other payables”.
(n) Trade and other receivables
Trade and other receivables are initially recognised at fair value and thereafter stated at
amortised cost using the effective interest method, less allowance for impairment of doubtful
debts (see note 2(k)), except where the receivables are interest-free loans made to related
parties without any fixed repayment terms or the effect of discounting would be immaterial.
In such cases, the receivables are stated at cost less allowance for impairment of doubtful
debts.
(o) Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction
costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised
cost with any difference between the amount initially recognised and redemption value being
recognised in profit or loss over the period of the borrowings, together with any interest and
fees payable, using the effective interest method.
42
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
2 Significant accounting policies (continued)
(p) Trade and other payables
Trade and other payables are initially recognised at fair value. Except for financial guarantee
liabilities measured in accordance with note 2(t)(i), trade and other payables are subsequently
stated at amortised cost unless the effect of discounting would be immaterial, in which case
they are stated at cost.
(q) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks
and other financial institutions, and short-term, highly liquid investments that are readily
convertible into known amounts of cash and which are subject to an insignificant risk of
changes in value, having been within three months of maturity at acquisition.
(r) Employee benefits
(i) Short term employee benefits and contributions to defined contribution retirement plans
Salaries, annual bonuses, paid annual leave, contributions to defined contribution retirement
plans and the cost of non-monetary benefits are accrued in the year in which the associated
services are rendered by employees. Where payment or settlement is deferred and the effect
would be material, these amounts are stated at their present values.
(ii) Share-based payments
The fair value of share options granted to employees is recognised as an employee cost with
a corresponding increase in the share-based compensation reserve within equity. The fair
value is measured at grant date using the Binomial model, taking into account the terms and
conditions upon which the options were granted. Where the employees have to meet vesting
conditions before becoming unconditionally entitled to the options, the total estimated fair
value of the options is spread over the vesting period, taking into account the probability that
the options will vest.
During the vesting period, the number of share options that is expected to vest is reviewed.
Any resulting adjustment to the cumulative fair value recognised in prior years is
charged/credited to the profit or loss for the six months period of the review, unless the
original employee expenses qualify for recognition as an asset, with a corresponding
adjustment to the share-based compensation reserve. On vesting date, the amount recognised
as an expense is adjusted to reflect the actual number of options that vest (with a
corresponding adjustment to the share-based compensation reserve). The equity amount is
recognised in the share-based compensation reserve until either the option is exercised (when
it is transferred to the share premium account) or the option expires (when it is released
directly to retained profits).
(iii) Termination benefits
Termination benefits are recognised when, and only when, the Group demonstrably commits
itself to terminate employment or to provide benefits as a result of voluntary redundancy by
having a detailed formal plan which is without realistic possibility of withdrawal.
43
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
2 Significant accounting policies (continued)
(s) Income tax
Income tax for the six months period comprises current tax and movements in deferred tax
assets and liabilities. Current tax and movements in deferred tax assets and liabilities are
recognised in profit or loss except to the extent that they relate to items recognised in other
comprehensive income or directly in equity, in which case the relevant amounts of tax are
recognised in other comprehensive income or directly in equity, respectively.
Current tax is the expected tax payable on the taxable income for the six months period,
using tax rates enacted or substantively enacted at the end of the reporting period, and any
adjustment to tax payable in respect of previous years.
Deferred tax assets and liabilities arise from deductible and taxable temporary differences
respectively, being the differences between the carrying amounts of assets and liabilities for
financial reporting purposes and their tax bases. Deferred tax assets also arise from unused
tax losses and unused tax credits.
Apart from certain limited exceptions, all deferred tax liabilities, and all deferred tax assets to
the extent that it is probable that future taxable profits will be available against which the
asset can be utilised, are recognised. Future taxable profits that may support the recognition
of deferred tax assets arising from deductible temporary differences include those that will
arise from the reversal of existing taxable temporary differences, provided those differences
relate to the same taxation authority and the same taxable entity, and are expected to reverse
either in the same period as the expected reversal of the deductible temporary difference or in
periods into which a tax loss arising from the deferred tax asset can be carried back or
forward. The same criteria are adopted when determining whether existing taxable
temporary differences support the recognition of deferred tax assets arising from unused tax
losses and credits, that is, those differences are taken into account if they relate to the same
taxation authority and the same taxable entity, and are expected to reverse in a period, or
periods, in which the tax loss or credit can be utilised.
The limited exceptions to recognition of deferred tax assets and liabilities are those
temporary differences arising from goodwill not deductible for tax purposes, the initial
recognition of assets or liabilities that affect neither accounting nor taxable profit (provided
they are not part of a business combination), and temporary differences relating to
investments in subsidiaries to the extent that, in the case of taxable differences, the Group
controls the timing of the reversal and it is probable that the differences will not reverse in
the foreseeable future, or in the case of deductible differences, unless it is probable that they
will reverse in the future.
The amount of deferred tax recognised is measured based on the expected manner of
realisation or settlement of the carrying amount of the assets and liabilities, using tax rates
enacted or substantively enacted at the end of the reporting period. Deferred tax assets and
liabilities are not discounted.
44
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
2 Significant accounting policies (continued)
(s) Income tax (continued)
The carrying amount of a deferred tax asset is reviewed at the end of each reporting period
and is reduced to the extent that it is no longer probable that sufficient taxable profits will be
available to allow the related tax benefit to be utilised. Any such reduction is reversed to the
extent that it becomes probable that sufficient taxable profits will be available.
Additional income taxes that arise from the distribution of dividends are recognised when the
liability to pay the related dividends is recognised.
Current tax balances and deferred tax balances, and movements therein, are presented
separately from each other and are not offset. Current tax assets are offset against current tax
liabilities, and deferred tax assets against deferred tax liabilities, if the Group has the legally
enforceable right to set off current tax assets against current tax liabilities and the following
additional conditions are met:
- in the case of current tax assets and liabilities, the Group intends either to settle on a net
basis, or to realise the asset and settle the liability simultaneously; or
- in the case of deferred tax assets and liabilities, if they relate to income taxes levied by
the same taxation authority on either:
- the same taxable entity; or
- different taxable entities, which, in each future period in which significant amounts of
deferred tax liabilities or assets are expected to be settled or recovered, intend to
realise the current tax assets and settle the current tax liabilities on a net basis or
realise and settle simultaneously.
(t) Financial guarantees issued, provisions and contingent liabilities
(i) Financial guarantees issued
Financial guarantees are contracts that require the issuer (i.e. the guarantor) to make specified
payments to reimburse the beneficiary of the guarantee (the “holder”) for a loss the holder
incurs because a specified debtor fails to make payment when due in accordance with the
terms of a debt instrument.
Where the Group issues a financial guarantee, the fair value of the guarantee (being the
transaction price, unless the fair value can otherwise be reliably estimated) is initially
recognised as deferred income within trade and other payables. Where consideration is
received or receivable for the issuance of the guarantee, the consideration is recognised in
accordance with the Group’s policies applicable to that category of asset. Where no such
consideration is received or receivable, an immediate expense is recognised in profit or loss
on initial recognition of any deferred income.
45
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
2 Significant accounting policies (continued)
(t) Financial guarantees issued, provisions and contingent liabilities (continued)
(i) Financial guarantees issued (continued)
The amount of the guarantee initially recognised as deferred income is amortised in profit or
loss over the term of the guarantee as income from financial guarantees issued. In addition,
provisions are recognised in accordance with note 2(t)(ii) if and when (i) it becomes probable
that the holder of the guarantee will call upon the Group under the guarantee, and (ii) the
amount of that claim on the Group is expected to exceed the amount currently carried in trade
and other payables in respect of that guarantee i.e. the amount initially recognised, less
accumulated amortisation.
(ii) Other provisions and contingent liabilities
Provisions are recognised for other liabilities of uncertain timing or amount when the Group
has a legal or constructive obligation arising as a result of a past event, it is probable that an
outflow of economic benefits will be required to settle the obligation and a reliable estimate
can be made. Where the time value of money is material, provisions are stated at the present
value of the expenditure expected to settle the obligation.
Where it is not probable that an outflow of economic benefits will be required, or the amount
cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the
probability of outflow of economic benefits is remote. Possible obligations, whose existence
will only be confirmed by the occurrence or non-occurrence of one or more future events are
also disclosed as contingent liabilities unless the probability of outflow of economic benefits
is remote.
(u) Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Provided it
is probable that the economic benefits will flow to the Group and the revenue and costs, if
applicable, can be measured reliably, revenue is recognised in profit or loss as follows:
(i) Sale of properties
Revenue arising from the sale of properties is recognised upon the signing of the sale and
purchase agreement and the receipt of the deposits pursuant to the sale and purchase
agreement or the achievement of status ready for hand-over to customers as stipulated in the
sale and purchase agreement, whichever is the later. Deposits and instalments received on
properties sold prior to the date of revenue recognition are presented as “Receipts in
advance” under “Trade and other payables”.
(ii) Provision of services
Revenue from services is recognised when services are rendered.
46
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
2 Significant accounting policies (continued)
(u) Revenue recognition (continued)
(iii) Contract revenue
When the outcome of a construction contract can be estimated reliably:
- revenue from a fixed price contract is recognised using the percentage of completion
method, measured by reference to the percentage of contract costs incurred to date to
estimated total contract costs for the contract; and
- revenue from a cost plus contract is recognised by reference to the recoverable costs
incurred during the period plus an appropriate proportion of the total fee, measured by
reference to the proportion that costs incurred to date bear to the estimated total costs
of the contract.
When the outcome of a construction contract cannot be estimated reliably, revenue is
recognised only to the extent of contract costs incurred that it is probable will be recoverable.
(iv) Rental income from operating leases
Rental income receivable under operating leases is recognised in profit or loss in equal
instalments over the periods covered by the lease term, except where an alternative basis is
more representative of the pattern of benefits to be derived from the use of the leased asset.
Lease incentives granted are recognised in profit or loss as an integral part of the aggregate
net lease payments receivable. Contingent rentals are recognised as income in the accounting
period in which they are earned.
(v) Dividends
- Dividend income from unlisted investments is recognised when the shareholder’s right
to receive payment is established.
- Dividend income from listed investments is recognised when the share price of the
investment goes ex-dividend.
(vi) Interest income
Interest income is recognised as it accrues using the effective interest method.
(vii) Government grants
Government grants are recognised in the statement of financial position initially when there
is reasonable assurance that they will be received and that the Group will comply with the
conditions attaching to them. Grants that compensate the Group for expenses incurred are
recognised as revenue in profit or loss on a systematic basis in the same periods in which the
expenses are incurred. Grants that compensate the Group for the cost of an asset are
deducted from the carrying amount of the asset and consequently are effectively recognised
in profit or loss over the useful life of the asset by way of reduced depreciation expense.
47
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
2 Significant accounting policies (continued)
(v) Translation of foreign currencies
Foreign currency transactions during the year are translated at the foreign exchange rates
ruling at the transaction dates. Monetary assets and liabilities denominated in foreign
currencies are translated at the foreign exchange rates ruling at the end of the reporting
period. Exchange gains and losses are recognised in profit or loss.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign
currency are translated using the foreign exchange rates ruling at the transaction dates. Non-
monetary assets and liabilities denominated in foreign currencies that are stated at fair value
are translated using the foreign exchange rates ruling at the dates the fair value was
determined.
The results of foreign operations are translated into Renminbi at the exchange rates
approximating the foreign exchange rates ruling at the dates of the transactions. Statement of
financial position items are translated into Renminbi at the closing foreign exchange rates at
the end of the reporting period. The resulting exchange differences are recognised in other
comprehensive income and accumulated separately in equity in the exchange reserve.
On disposal of a foreign operation, the cumulative amount of the exchange differences
relating to that foreign operation is reclassified from equity to profit or loss when the profit or
loss on disposal is recognised.
(w) Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of
an asset which necessarily takes a substantial period of time to get ready for its intended use
or sale are capitalised as part of the cost of that asset. Other borrowing costs are expensed in
the period in which they are incurred.
The capitalisation of borrowing costs as part of the cost of a qualifying asset commences
when expenditure for the asset is being incurred, borrowing costs are being incurred and
activities that are necessary to prepare the asset for its intended use or sale are in progress.
Capitalisation of borrowing costs is suspended or ceases when substantially all the activities
necessary to prepare the qualifying asset for its intended use or sale are interrupted or
complete.
48
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
2 Significant accounting policies (continued)
(x) Related parties
(a) A person, or a close member of that person’s family, is related to the Group if that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group.
(b) An entity is related to the Group if any of the following conditions applies:
(i) The entity and the Group are members of the same group (which means that each parent,
subsidiary and fellow subsidiary is related to the others).
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint
venture of a member of a group of which the other entity is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the
third entity.
(v) The entity is a post-employment benefit plan for the benefit of employees of either the
Group or an entity related to the Group.
(vi) The entity is controlled or jointly controlled by a person identified in (a).
(vii) A person identified in (a)(i) has significant influence over the entity or is a member of
the key management personnel of the entity (or of a parent of the entity).
Close members of the family of a person are those family members who may be expected to
influence, or be influenced by, that person in their dealings with the entity.
(y) Segments reporting
Operating segments, and the amounts of each segment item reported in the financial
statements, are identified from the financial information provided regularly to the Group’s
most senior executive management for the purposes of allocating resources to, and assessing
the performance of, the Group’s various lines of business and geographical locations.
Individually material operating segments are not aggregated for financial reporting purposes
unless the segments have similar economic characteristics and are similar in respect of the
nature of products and services, the nature of production processes, the type or class of
customers, the methods used to distribute the products or provide the services, and the nature
of the regulatory environment. Operating segments which are not individually material may
be aggregated if they share a majority of these criteria.
49
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
3 Critical accounting judgements in applying the Group’s accounting policies
Estimates and judgements used in preparing the financial statements are evaluated and based
on historical experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. The Group makes estimates and
assumptions concerning the future. The resulting accounting estimates will, by definition,
seldom equal the related actual results. The estimates and assumptions that may have a
significant effect on the carrying amounts of assets and liabilities mainly include those
related to property development activities.
(i) Properties for sale
As explained in note 2(l), the Group’s properties for sale are stated at the lower of
cost and net realisable value. Based on the Group’s recent experience and the nature
of the subject properties, the Group makes estimates of the selling prices, the costs of
completion in cases for properties held for development and properties under
development, and the costs to be incurred in selling the properties based on prevailing
market conditions.
If there is an increase in costs to completion or a decrease in net sales value, the net
realisable value will decrease and this may result in provision for properties for sale.
Such provision requires the use of judgement and estimates. Where the expectation is
different from the original estimate, the carrying value and provision for properties in
the periods in which such estimate is changed will be adjusted accordingly.
In addition, given the volatility of the PRC property market and the unique nature of
individual properties, the actual outcomes in terms of costs and revenue may be
higher or lower than that estimated at the end of the reporting period. Any increase or
decrease in the provision would affect profit or loss in future years.
(ii) Impairment for trade and other receivables
The Group estimates impairment losses for trade and other receivables resulting from
the inability of the customers to make the required payments. The Group bases the
estimates on the aging of the trade and other receivable balance, customer
creditworthiness, and historical write-off experience. If the financial condition of the
customers were to deteriorate, actual provisions would be higher than estimated.
(iii) Recognition of deferred tax assets
Deferred tax assets in respect of tax losses and other deductible temporary differences
carried forward are recognised and measured based on the expected manner of
realisation or settlement of the carrying amount of the assets, using tax rates enacted
or substantively enacted at the end of the reporting period. In determining the
carrying amounts of deferred tax assets, expected taxable profits are estimated which
involves a number of assumptions relating to the operating environment of the Group
and require a significant level of judgement exercised by the directors. Any change
in such assumptions and judgement would affect the carrying amounts of deferred tax
assets to be recognised and hence the net profit in future years.
50
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
3 Critical accounting judgements in applying the Group’s accounting policies
(continued)
(iv) Classification between investment properties and owner-occupied properties
The Group determines whether a property qualifies as an investment property, and
has developed criteria in making that judgement. Investment property is a property
held to earn rentals or for capital appreciation or both. Therefore, the Group
considers whether a property generates cash flows largely independently of the other
assets held by the Group. Some properties comprise a portion that is held to earn
rentals or for capital appreciation and another portion that is held for use in the
production or supply of goods or services or for administrative purposes. If these
portions could be sold separately or leased out separately under finance lease, the
Group accounts for the portions separately. If the portions could not be sold
separately, the property is an investment property only if an insignificant portion is
held for use in the production or supply of goods or services or for administrative
purposes. Judgement is made on an individual property basis to determine whether
ancillary services are so significant that a property does not qualify as an investment
property.
(v) Classification between investment properties and properties held for sale
The Group develops properties held for sale and properties held to earn rentals and/or
for capital appreciation. Judgement is made by management on determining whether
a property is designated as an investment property or a property held for sale. The
Group considers its intention for holding the properties at the early development stage
of the related properties. During the course of construction, the related properties
under construction are accounted for as properties under development included in
current assets if the properties are intended for sale after their completion, whereas,
the properties are accounted for as investment properties under construction if the
properties are intended to be held to earn rentals and/or for capital appreciation.
Upon completion of the properties, the properties held for sale are transferred to
completed properties held for sale, while the properties held to earn rentals and/or for
capital appreciation are transferred to investment properties.
(vi) LAT
As explained in note 9(a), LAT is levied on properties developed by the Group for
sale, at progressive rates ranging from 30% to 60% on the appreciation of land value,
which under the applicable regulations is calculated based on the proceeds of sales of
properties less deductible expenditures including lease charges of land use rights,
borrowing cost and relevant property development expenditures. Given the
uncertainties of the calculation basis of land appreciation tax to be interpreted by the
local tax bureau, the actual outcomes may be higher or lower than that estimated at
the end of the reporting period. Any increase or decrease in estimates would affect
profit or loss in future years.
51
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
4 Revenue and segment reporting
(a) Revenue
The principal activities of the Group are development and sale of properties in the PRC.
Revenue mainly represents income from sale of properties, construction contract and
property management and related services earned during the year, net of business tax and
other sales related taxes and discounts allowed, and is analysed as follows:
2012 2011
Jan. – Jun. Jan. – Jun.
RMB’000 RMB’000
Sale of properties 27,847,524 18,174,048
Construction contract 635,963 197,151
Property management and related services 330,713 224,997
Others 145,360 290,770
28,959,560 18,886,966
The Group’s customer base is diversified and does not have customer with whom
transactions have exceeded 10% of the Group’s revenue.
(b) Segment reporting
The Group manages its business by divisions, which are organised by a mixture of both
business lines (products and services) and geography. In a manner consistent with the way in
which information is reported internally to the Group’s most senior executive management
for the purpose of resource allocation and performance assessment, the Group has presented
the following five reportable segments.
Property development (Beijing region/Guangshen region/Shanghai region/Chengdu
region): given the importance of the property development division to the Group, the
Group’s property development business is segregated further into four reportable
segments on a geographical basis, as the divisional managers for each of these regions
report directly to the senior executive team. All the four segments mainly derive their
revenue from development and sale of residential properties. The properties are
mainly sold to individual customers; therefore, the Group does not have major
customers. Currently the Group’s activities in this regard are carried out in the PRC.
Details about the specific cities covered by each region are set out in note 4(b)(i).
Property management: this segment provides property management and related
services to purchasers and tenants of the Group’s own developed residential
properties and shopping arcades, as well as those developed by the external property
developers. Currently the Group’s activities in this regard are also carried out in the
PRC.
Although the operating segment of property management services does not meet any of the
quantitative thresholds specified in IFRS 8, Operating Segments, management believes that
information about the segment would be useful to users of the consolidated financial
statements.
52
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
4 Turnover and segment reporting (continued)
(b) Segment reporting (continued)
(i) Segment results, assets and liabilities
For the purpose of assessing segment performance and allocating resources among segments,
the Group’s most senior executive management monitors the results, assets and liabilities
attributable to each reportable segment on the following bases:
Segment assets include all tangible, intangible assets, other investments and current assets
with the exception of deferred tax assets and other corporate assets. Segment liabilities
include trade creditors, accruals, loans and borrowings, and the provision for the estimated
losses to be borne by the Group in relation to the property management projects, but
excluding deferred tax liabilities.
Revenue and expenses are allocated to the reportable segments with reference to sales before
sales tax generated by those segments and the expenses incurred by those segments or which
otherwise arise from the depreciation or amortisation of assets attributable to those segments.
The measure used for reporting segment profit is the profit before CIT, excluding share of
profit or loss of associates or jointly controlled entities, dividend income, other income and
other operating expenses, but including the provision for doubtful debts and the profit arising
from the inter-segment transactions. LAT which is considered directly attributable to the sale
of properties is deducted from the segment profit for the review by the Group’s most senior
executive management.
Inter-segment sales are priced with reference to prices charged to external parties for similar
transactions.
53
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
4 Turnover and segment reporting (continued)
(b) Segment reporting (continued)
(i) Segment results, assets and liabilities (continued)
Real Estate Development((note 1))
Beijing Shenzhen Shanghai Chengdu Property
Total
Region Region Region Region Management
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
For the period ended 30 June 2012
Revenue from external customers, before sales taxes 7,169,322 8,608,262 8,271,885 6,274,232 389,598 30,713,299
Inter-segment revenue 55,744 192,493 - - 290,926 539,163
Reportable segment revenue, before sales taxes 7,225,066 8,800,755 8,271,885 6,274,232 680,524 31,252,462
Reportable segment profit 1,348,769 2,146,954 1,305,043 1,119,931 (19,459) 5,901,238
Interest income 267,987 78,197 91,223 38,160 2,110 477,677
Interest expense 211,277 288,386 250,863 26,182 38 776,746
Share of profits less losses of associates and jointly
303,681 82,346 (47,564) 31,459 - 369,922
controlled entities((note 2))
Reportable segment assets 94,626,710 108,695,974 85,640,978 54,718,202 1,842,118 345,523,982
Reportable segment liabilities 79,713,170 94,455,810 74,739,427 49,540,815 1,628,694 300,077,916
54
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
4 Turnover and segment reporting (continued)
(b) Segment reporting (continued)
(i) Segment results, assets and liabilities (continued)
Real Estate Development((note 1))
Beijing Shenzhen Shanghai Chengdu Property
Total
Region Region Region Region Management
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
For the period ended 30 June 2011
Revenue from external customers, before sales taxes 3,133,634 7,568,064 6,723,807 2,264,285 298,005 19,987,795
Inter-segment revenue - - 237 - 261,054 261,291
Reportable segment revenue, before sales taxes 3,133,634 7,568,064 6,724,044 2,264,285 559,059 20,249,086
Reportable segment profit 274,492 2,076,160 2,076,362 76,224 (8,070) 4,495,168
Interest income 22,191,821 5,580,555 17,303,678 25,397,724 1,574,445 72,048,223
Interest expense 25,802,708 30,195,421 165,196,292 56,795,991 2,049 277,992,461
Share of profits less losses of associates and jointly
(8,732,211) 2,477,863 (11,934,677) 34,131,657 - 15,942,632
controlled entities((note 2))
Reportable segment assets 77,245,186 84,126,721 74,716,284 41,610,385 1,387,563 279,086,139
Reportable segment liabilities 65,248,116 72,864,900 64,618,795 38,241,490 1,290,561 242,263,862
55
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
4 Turnover and segment reporting (continued)
(b) Segment reporting (continued)
(i) Segment results, assets and liabilities (continued)
Note (1):
Beijing region represents Beijing, Tianjin, Shenyang, Anshan, Dalian, Qingdao, Changchun, Yantai, Jilin, Taiyuan, Tangshan, Langfang, Fushun,
Qinhuangdao and Jinzhong.
Guangshen region represents Shenzhen, Guangzhou, Qingyuan, Dongguan, Foshan, Zhuhai, Zhongshan, Changsha, Xiamen, Fuzhou, Huizhou,
Hainan and Putian.
Shanghai region represents Shanghai, Hangzhou, Su’nan, Ningbo, Nanjing, Zhenjiang, Nanchang, Hefei, Yangzhou, Jiaxing, Wuhu and Wenzhou.
Chengdu region represents Chengdu, Wuhan, Xi’an, Chongqing, Kunming, Guiyang and Urumqi.
Note (2):
Share of profits less losses of associates and jointly controlled entities that is attributable to head office and not allocated to the respective
segments is RMB53 million (2011: RMB 171 million).
56
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
4 Turnover and segment reporting (continued)
(b) Segment reporting (continued)
(ii) Reconciliation of reportable segment revenues, profit or loss, assets and liabilities
2012 2011
Jan.-Jun. Jan.-Jun.
Revenue
Reportable segment revenue 31,252,462 20,249,086
Elimination of inter-segment revenue (539,163) (333,019)
Unallocated head office and corporate revenue 9,693 72,771
Sales taxes (1,763,432) (1,101,873)
Consolidated turnover 28,959,560 18,886,965
Profit
Reportable segment profit 5,901,238 4,495,168
Elimination of inter-segment profit (19,060) (36,291)
Share of profits less losses of associates and jointly controlled entities 422,520 7,773
Dividend income 27,324 15,266
Other net income, excluding net exchange gain 69,907 47,661
Other operating expenses, exlucding bad debt provision (12,729) (4,806)
Unallocated head office and corporate expenses (340,526) (72,962)
Land appreciation tax 1,514,309 1,415,015
Consolidated profit before taxation 7,562,983 5,866,824
Assets
Reportable segment assets 345,523,982 279,086,139
Elimination of inter-segment receivables (152,170,457) (134,365,539)
Unallocated head office and corporate assets 137,350,575 116,580,588
Consolidated total assets 330,704,100 261,301,188
Liabilities
Reportable segment liabilities 300,077,916 242,263,862
Elimination of inter-segment payables (136,675,662) (120,925,596)
Unallocated head office and corporate liabilities 97,467,873 82,155,439
Consolidated total liabilities 260,870,127 203,493,705
57
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
5 Other revenue
2012 2011
Jan. – Jun. Jan. – Jun.
RMB’000 RMB’000
Interest income 367,774 349,416
Dividend income 27,324 15,266
395,098 364,682
6 Other net income
2012 2011
Jan. – Jun. Jan. – Jun.
RMB’000 RMB’000
Forfeited deposits and compensation from customers 23,640 9,863
Gain on disposals of subsidiaries 36,928 (1,240)
Gain on acquisitions of subsidiaries 380 450
Gain on disposals of minority interests of subsidiary - 5,200
Gain on disposals of other investments (14,256) 881
Net gain/(loss) on disposals of property,
plant and equipment 33 (195)
Net realised and unrealised loss on financial derivatives (2,271) 3,628
Net exchange gain 4,780 10,927
Other sundry income 25,453 32,227
74,687 61,741
7 Other operating expenses
2012 2011
Jan. – Jun. Jan. – Jun.
RMB’000 RMB’000
Provision for doubtful debts 100,317 68,439
Compensation to customers 9,417 503
Donations 904 1,444
Penalties 738 1,749
Other sundry expenses 1,670 4,262
113,046 76,397
58
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
8 Profit before taxation
Profit before taxation is arrived at after charging/(crediting):
(a) Finance costs
2012 2011
Jan. – Jun. Jan. – Jun.
RMB’000 RMB’000
Interest on interest-bearing borrowings 2,606,843 1,857,312
Less: Interest expense capitalised into inventories (note) (1,818,462) (1,339,721)
788,381 517,591
Note: The borrowing costs have been capitalised at a rate of 9.2% per annum (2011: 8.9%).
(b) Staff costs
2012 2011
Jan. – Jun. Jan. – Jun.
RMB’000 RMB’000
Salaries, wages and other benefits 1,013,852 647,624
Contributions to defined contribution
retirement plan 128,862 91,989
Equity-settled share-based payment expenses 57,814 26,082
1,200,528 765,695
(c) Other items
2012 2011
Jan. – Jun. Jan. – Jun.
RMB’000 RMB’000
Depreciation and amortisation 76,439 58,747
Impairment loss on trade and other receivables 100,317 68,439
Cost of inventories 18,383,496 10,708,755
Operating lease charges in respect of properties 34,381 43,212
Rental income 125,192 208,653
59
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
9 Income tax in the consolidated income statement
(a) Taxation in the consolidated income statement represents:
2012 2011
Jan. – Jun. Jan. – Jun.
RMB’000 RMB’000
Current tax
PRC Enterprise Income Tax
-Provision for CIT 1,910,218 1,495,963
-Provision for LAT 1,537,251 1,421,217
-Provision for withholding tax 25,945 5,181
3,473,414 2,922,361
Deferred tax
Fair value adjustments arising
from business combinations
- CIT (8,927) (14,569)
- LAT (22,940) (6,202)
Accrual for LAT (53,672) (52,708)
Tax losses (294,789) (208,018)
Bad debt provision and write-
(21,665) -
down of inventories
Accruals for construction costs (6,919) (19,188)
Withholding tax 27,112 4,665
Other temporary differences (64,109) (12,035)
(445,909) (308,055)
3,027,505 2,614,306
(i) CIT
The provision for CIT is calculated based on the estimated taxable income at the rates
applicable to each company in the Group. The income tax rates applicable to the principal
subsidiaries in the PRC is 25% (2011: from 24% to 25%).
According to the CIT Law that was passed by the Standing Committee of the Tenth National
People’s Congress (“NPC”) on 16 March 2007 and the Notice of the State Council on the
Transitional Preferential Policy regarding implementation of the CIT Law (Guo Fa [2007]
No.39) issued on 26 December 2007, income tax rate is revised to 25% with effect from 1
January 2008. For certain enterprises that are entitled to preferential income tax rate of 15%
before the implementation of the CIT Law, the income tax rate applicable will be 18%, 20%,
22%, 24% and 25% in 2008, 2009, 2010, 2011, and 2012 and thereafter respectively. As at
30 June 2012 and 2011, deferred tax assets and liabilities were calculated based on the
applicable income tax rates enacted by the NPC from 1 January 2008.
60
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
9 Income tax in the consolidated income statement (continued)
(a) Taxation in the consolidated income statement represents: (continued)
(ii) LAT
LAT is levied on properties developed by the Group for sale, at progressive rates ranging
from 30% to 60% on the appreciation of land value, which under the applicable regulations is
calculated based on the proceeds of sales of properties less deductible expenditures including
lease charges of land use rights, borrowing costs and relevant property development
expenditures.
(iii) Withholding tax
Withholding tax is levied on the overseas subsidiaries in respect of dividend distributions
arising from profit of PRC subsidiaries earned after 1 January 2008 ranged from 5% to 10%.
(b) Reconciliation between tax expense and accounting profit at applicable tax rates:
2012 2011
Jan. – Jun. Jan. – Jun.
RMB’000 RMB’000
Profit before income tax 7,562,983 5,866,824
Less: Land Appreciation Tax (1,514,311) (1,415,015)
6,048,672 4,451,809
Notional tax on profit before taxation
calculated at effective income tax rate of the 1,495,776 1,086,513
relevant group subsidiaries concerned
Non-taxable income (105,630) (2,068)
Non-deductible expenses 88,950 81,422
Effect of temporary difference not recognised 55,989 34,582
Recognition of previously unrecognised tax
(21,891) (1,045)
losses
Effect of change in tax rates on deferred tax in
- (113)
respect of current year temporary differences
PRC Corporate Income Tax 1,513,194 1,199,291
Land Appreciation Tax 1,514,311 1,415,015
Actual total tax expense 3,027,505 2,614,306
61
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
10 Other comprehensive income
(a) Tax effects relating to each component of other comprehensive income
2012 Jan.-Jun. 2011 Jan.-Jun.
Before- Tax Net-of- Before- Tax Net-of-
tax expense tax tax benefit tax
amount amount amount amount
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 25(d)) (note 25(d))
Exchange differences on
translation of financial
statements of overseas
subsidiaries (73,372) (73,372) 88,446 88,446
Available-for-sale
securities: net
movement in fair value
reserve (36,498) 9,124 (27,374)
Other comprehensive
income (109,870) (9,124) (100,746) 88,446 88,446
(b) Components of other comprehensive income, including reclassification adjustments
2012 2011
Jan. – Jun Jan. – Jun
RMB’000 RMB’000
Available-for sale securities:
Changes in fair value recognised during the year (27,374)
Reclassification adjustments for amounts
transferred to profit or loss: -
Net movement in the fair value reserve during the
year recognised in other comprehensive income (27,374)
11 Basic earnings per share
The calculation of basic earnings per share is based on the profit attributable to equity
shareholders of the Company of RMB 3,725,085,079 (2011: RMB 2,977,854,653) and the
weighted average of 10,995,210,218 (2011: 10,995,210,218) shares in issue during the year.
The Group has a share option scheme which was adopted on 25 April 2011 (see note 28).
The scheme gives rise to potential A shares of the Company. The potential A shares have no
diluted effect for the six months ended 30 June 2012, but may have diluted effect in future
years.
62
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
12 Property, plant and equipment
Hotel and
other buildings Improvements Leasehold Machinery and Electronic and Construction
held for own use to premises prepayment motor vehicles other equipment in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Cost:
At 1 January 2011 1,302,156 84,973 383,379 127,988 203,393 764,282 2,866,171
Additions 15,929 39,935 71,691 62,265 46,251 289,177 525,248
Transfer 347,907 - - - - (347,907) -
Disposals (11,873) (5,663) - (12,856) (12,565) - (42,957)
At 31 December 2011 1,654,119 119,245 455,070 177,397 237,079 705,552 3,348,462
At 1 January 2012 1,654,119 119,245 455,070 177,397 237,079 705,552 3,348,462
Additions 1,229 14,072 32,746 5,051 16,612 226,721 296,431
Transfer 3,340 2,594 - 805 207 (6,946) -
Disposals - (1,273) - (3,615) (3,406) - (8,294)
At 30 June 2012 1,658,688 134,638 487,816 179,638 250,492 925,327 3,636,599
63
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
12 Property, plant and equipment (continued)
Hotel and
other buildings Improvements Leasehold Machinery and Electronic and Construction
held for own use to premises prepayment motor vehicles other equipment in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Accumulated amortisation
and depreciation:
At 1 January 2011 215,074 45,921 9,427 77,701 128,071 - 476,194
Charge for the year 51,204 20,505 10,169 18,055 28,779 - 128,712
Written back on disposals (8,904) (3,489) - (11,160) (10,780) - (34,333)
At 31 December 2011 257,374 62,937 19,596 84,596 146,070 - 570,573
At 1 January 2012 257,374 62,937 19,596 84,596 146,070 - 570,573
Charge for the year 29,452 12,010 5,046 9,278 15,451 - 71,237
Written back on disposals - (1,093) - (2,214) (2,744) - (6,051)
At 30 June 2012 286,826 73,854 24,642 91,660 158,777 - 635,759
Net book value: - - - - - - -
At 30 June 2012 1,371,862 60,784 463,174 87,978 91,715 925,327 3,000,840
At 31 December 2011 1,396,745 56,308 435,474 92,801 91,009 705,552 2,777,889
64
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
13 Investment properties
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Cost:
At 1 January 1,155,945 150,401
Addition 104,435 1,005,544
Disposals - -
At 30 June 1,260,380 1,155,945
-------------------- --------------------
Accumulated depreciation:
At 1 January 29,840 21,225
Charge for the six months period 5,202 8,615
Written back on disposals - -
At 30 June 35,042 29,840
-------------------- --------------------
Net book value:
At 30 June 1,225,338 1,126,105
Investment properties include those under development at the end of the reporting period
with carrying amount of RMB1,416 million (2011: 920million).
Investment properties comprise certain commercial properties that are leased to third parties.
The directors, having regard to recent market transactions of similar properties in the same
location as the Group’s investment properties, consider the estimated fair value of the
investment properties to be RMB1,735 million (2011: RMB 1,519 million).
(a) The analysis of net book value of investment properties is set out as follows:
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
In the PRC, held on leases of
- Between 10 and 50 years
957,422 856,635
- Over 50 years267,916
269,470
1,225,338 1,126,105
65
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
13 Investment properties (continued)
(b) The Group leases out investment properties under operating leases. The leases typically run
for an initial period of two to twenty years. None of the leases includes contingent rentals.
The Group’s total future minimum lease payments under non-cancellable operating leases are
receivable as follows:
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Within 1 year 13,661 17,815
After 1 year but within 5 years 205,872 131,176
After 5 years 191,573 271,408
411,106 420,399
14 Interest in associates
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Share of net assets 2,349,667 2,160,824
The following list contains only the particulars of associates, all of which are unlisted
corporate entities, which principally affected the results or assets of the Group.
Proportion of
ownership interest
Place of Group’s
incorporation effective Principal
Name of company and operation interest activity
Beijing Jinyu Vanke Property PRC 49% Property
Development Company Limited development
Wuhan Golf City Gardern Real Estate PRC 49% Property
Company Limited (note 1) development
Chengdu Yihang Vanke Binjiang Real PRC 49% Property
Estate Company Limited (note 1) development
Hefei Yihang Vanke Real Estate PRC 50% Property
Company Limited (note1, 2) development
Suzhou Zhonghang Vanke Changfeng PRC 49% Property
Real Estate Company Limited (note 1) development
Changsha Oriental City Real Esteate PRC 20% Property
Company Limited development
Foshan Shunde District Zhonghang PRC 49% Property
Vanke Property Company Limited development
Xiamen Wantefu Property Development PRC 30% Property
Company Limited development
66
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
14 Interest in associates (continued)
Proportion of
ownership interest
Place of Group’s
incorporation effective Principal
Name of company and operation interest activity
Guangzhou Yinyejunrui Property PRC 49% Property
Development Company Limited (note 1) development
Shanghai Jingyuan Property Development PRC 45% Property
Company Limited development
Langfang Kuangshijiye Property PRC 50% Property
Development Company Limited (note 2) development
Shanghai Vanke Changning Property PRC 49% Property
Development Company Limited (note 1) development
Shanghai Chongwan Property Development PRC 49% Property
Company Limited (note 1) development
Shenyang Zhongtie Vanke Langyu Property PRC 49% Property
Development Company Limited (note 2) development
Chongqing Wanbin Property Development PRC 45% Property
Company Limited (note 1) development
Suzhou Kejian Property Development PRC 49% Property
Company Limited (note 1) development
Beijing Wuyuankesheng Property PRC 49% Property
Development Company Limited development
Beijing Jingtouyintai Property Development PRC 50% Property
Company Limited (note 2) development
Guangzhou Wanshang Property PRC 33% Property
Development Company Limited development
Chongqing Zhonghang Vanke Yunling PRC 45% Property
Property Development Company Limited (note 1) development
Chongqing Zhonghang Vanke Junjing Property PRC 45% Property
Development Company Limited (note 1) development
Changchun Vanke Xizhigu Property PRC 50% Property
Development Company Limited (note 2) development
Shanghai NanduBaima Property PRC 49% Property
Development Company Limited development
Shanghai Zunyi Wuye Service PRC 30% Service
Company Limited management
Ningbo Zhongwan Property PRC 49% Property
Development Company Limited development
Notes:
(1) Except for the equity interest held directly, the Group also hold equity interest in
these associates through a jointly controlled entity.
(2) Pursuant to the voting rights in the board of directors, the Group has significant
influence in these entities.
67
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
14 Interest in associates (continued)
Summary financial information on associates:
Assets Liabilities Equity Revenue Profit
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
30 June 2012
100 per cent 39,913,114 32,966,029 6,947,085 3,301,176 499,680
Group’s effective interest 18,337,971 15,988,304 2,349,667 15,182,637 256,481
31 December 2011
100 per cent 39,057,055 32,217,827 6,839,228 4,857,011 798,304
Group’s effective interest 18,011,971 15,851,147 2,160,824 2,374,551 397,783
15 Interest in jointly controlled entities
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Share of net assets 4,451,749 4,183,142
The following list contains only the particulars of jointly controlled entities, all of which are
unlisted corporate entities, which principally affected the results or assets of the Group.
Proportion of
ownership interest
Place of Group’s
incorporation effective Principal
Name of company and operation interest activity
Shanghai Jialai Real Estate Development PRC 49% Property
Company Limited (note) development
Zhonghang Vanke Company PRC 40% Property
Limited (note) development
Dongguan Vanke Property PRC 50% Property
Company Limited development
Changsha Lingyu Real Estate Development PRC 60% Property
Company Limited (note) development
Changsha Lingyu Investment Company PRC 60% Property
Limited (note) development
Beijing Zhongliang Vanke Real Estate PRC 50% Property
Development Company Limited development
Wuhan Vanke Qinganju Real Estate PRC 30% Property
Company Limited development
Yunnan Vanke Chengtou Real Estate Investment PRC 51% Property
Company Limited development
Hangzhou Xiangge Investment Management PRC 50% Consulting
Company Limited service
68
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
Pingdu Vanke Real Estate Investment PRC 51% Property
Company Limited development
15 Interest in jointly controlled entities (continued)
Proportion of
ownership interest
Place of Group’s
incorporation effective Principal
Name of company and operation interest activity
FuYang Donghe Real Estate Investment PRC 20% Property
Company Limited development
Shanghai Wanshuang Construction Technology PRC 60% Consulting
Company Limited service
Shanghai Vanke YiDa Investment Management PRC 50% Consulting
Company Limited service
Chongqing Liangjiang Vanke Investment PRC 50% Property
Company Limited development
Tangshan Wanrun Real Estate Investment PRC 40% Property
Company Limited development
Wuhan Yayuan Vanke Real Estate Investment PRC 50% Property
Company Limited development
Beijing Dongfang Vanke Investment Management PRC 50% Investment
Company Limited
Tianjin Diwan Investment Company PRC 40% Property
Limited (note) development
Hangzhou Dongshang Property PRC 50% Property
Development Company Limited development
Beijing Wanxin Investment Development PRC 50% Investment
Company
Zhuhai Haiyu Property Development PRC 50% Property
Company Limited development
Tianjin Songke Real Estate Company PRC 49% Property
Limited (note) development
Beijing Jingtou Vanke Property Development PRC 50% Property
Company Limited development
Fuyang Yongtong Property Development PRC 20% Property
Company Limited (note) development
Shanghai Wanzhicheng Property PRC 50% Property
Development Company Limited development
Shanghai Ledu Property Development PRC 33.3% Property
Company Limited (note) development
Wuhan Liantou Vanke Property PRC 50% Property
Development Company Limited development
Shandong Xiaozhushan Construction PRC 34% Property
Development Company Limited development
Notes: A contractual arrangement between the Group and the counterparty of these entities
establishes joint control over the financial and operating policies of these entities.
Summary financial information on jointly controlled entities – Group’s effective interest
69
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
15 Interest in jointly controlled entities (continued)
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Non-current assets 1,177,376 1,058,502
Current assets 37,721,165 16,108,803
Non-current liabilities (1,364,543) (1,769,198)
Current liabilities (33,082,249) (11,214,965)
Net assets 4,451,749 4,183,142
Income 1,040,475 1,801,032
Expenses (874,436) (1,554,827)
Profit for the period 166,039 246,205
16 Other financial assets
30 Jun. 2012 31 Dec. 2011
Available-for-sale securities in the PRC RMB’000 RMB’000
Equity securities
-unlisted 87,243 519,026
-listed in PRC 144 4,764
87,387 523,790
17 Other non-current assets
The other non-current assets mainly represent entrusted loans and prepayments for
acquisitions of investees. The entrusted loans are interest bearing at market rate, unsecured
and repayable after one year but within two years.
70
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
18 Inventories
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Properties held for development 61,817,761 62,985,176
Properties under development 156,208,127 138,330,541
Completed properties for sale 8,494,713 7,239,386
Others 143,179 106,247
226,663,780 208,661,350
(a) The analysis of carrying value of leasehold land held for property development for sale is
as follows:
In the PRC, held on lease of 30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Between 10 and 50 years 13,492,075 13,979,928
Over 50 years 105,024,751 120,888,196
118,516,826 134,868,124
(b) The analysis of the amount of inventories recognised as an expense and included in profit
or loss is as follows:
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Carrying amount of inventories sold 18,383,496 41,236,819
The amount of properties held for development and properties under development expected
to be recovered after more than one year is 93,651RMB million (2011: RMB109,070
million). All of the other inventories are expected to be recovered within one year.
71
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
19 Trade and other receivables
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Trade debtors 1,099,206 1,497,916
Less: allowance for doubtful debts (21,515) (27,849)
1,077,691 1,470,067
Other debtors 11,203,100 8,286,197
Amount due from associates 4,719,103 6,176,274
Amount due from jointly controlled entities 3,180,033 3,978,143
Prepayments 22,626,341 20,116,219
Gross amount due from customers
for contract work 62,786 44,747
42,869,054 40,071,647
72
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
19 Trade and other receivables (continued)
(a) Trade debtors mainly arose from sales of properties. Proceeds in respect of sales of properties
are to be received in accordance with the terms of the related sales and purchase agreements.
The ageing analysis of trade debtors is as follows:
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Current 981,036 1,448,709
--------------------- ---------------------
Less than 1 year past due 96,281 772
More than 1 year past due 374 20,586
96,655 21,358
--------------------- ---------------------
1,077,691 1,470,067
The Group’s credit policy is set out in note 30(a).
As at 30 June 2012, Trade debtors of approximately RMB21.52 million (2011:
approximately RMB27.85 million) were impaired. The Group makes a reasonable provision
based on its past experience.
(b) The amounts due from associates and jointly controlled entities as at 30 June 2012 include an
amount of RMB2,531 million which are interest bearing at market rate, unsecured and
repayable on demand. The interest income from these associates and jointly controlled
entities amounted to RMB95 million in 2012. The remaining amounts due from associates
and jointly controlled entities are unsecured, interest free and repayable on demand.
(c) The balance includes prepayments for leasehold land of RMB8,935 million (2011:
RMB10,366 million).
(d) The aggregate amount of costs incurred plus recognised profits less recognised losses to date,
included in the gross amount due from/to customers for contract work at 30 June 2012, is
RMB2,196 million (2011: RMB1,518 million).
73
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
20 Pledged deposits
The balance mainly represents the guarantee deposits in respect of the proceeds received
from pre-sale of properties..
21 Cash and cash equivalents
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Cash at bank and in hand 45,708,065 33,605,320
Other cash equivalents 11,663 8,792
45,719,728 33,614,112
22 Loans and borrowings
This note provides information about the contractual terms of the Group’s loans and
borrowings. For more information about the Group’s exposure to interest rate risk, please
refer to note 30(c).
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Current
Secured
- Bank loans (note (a)) 3,319,330 1,636,415
- Other borrowings 1,890,400 1,600,000
5,209,730 3,236,415
Unsecured
- bank loans 7,983,793 11,946,031
- entrusted bank loan from jointly controlled entity(note a) - -
- current portion of long term other borrowings 7,112,320 8,387,830
15,096,113 20,333,861
20,305,843 23,570,276
74
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
22 Loans and borrowings (continued)
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Non-current
Secured
- bank loans (note (a)) 5,469,561 4,635,821
- other borrowings (note (b)) 2,244,680 3,062,067
- corporate bonds (note (c)) 2,972,681 2,960,450
10,686,922 10,658,338
Guaranteed
- bank loans (note (a)) 290,000 -
- other borrowings (note (b)) 320,000 320,000
610,000 320,000
Unsecured
- bank loans (note (a)) 13,882,962 8,324,630
- other borrowings (note (b)) 14,532,594 4,629,444
- corporate bonds (note (c)) 2,893,072 2,889,947
31,308,628 15,844,021
42,605,550 26,822,359
At 31 December, non-current interest-bearing borrowings and corporate bonds were
repayable as follows:
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
After 1 year but within 2 years 35,083,948 19,865,824
After 2 years but within 5 years 7,521,602 6,956,535
42,605,550 26,822,359
Notes:
(a) Bank loans
The secured bank loans are secured over certain properties held for development and
properties under development with aggregate carrying value of RMB8,375 million (2011:
RMB3,469 million) or pledged by the shares of interest in certain subsidiaries of the Group.
75
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
22 Loans and borrowings (continued)
(b) Other borrowings
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Current
Proceeds 9,002,720 9,987,830
Non-current
Proceeds 16,837,649 8,071,886
Transactions costs (60,375) (60,375)
16,777,274 8,011,511
The secured other borrowings are pledged by the shares of interest in certain subsidiaries of
the Group.
(c) Corporate bonds
30 Jun. 2012
RMB’000
Corporatebonds Corporate bonds
No.101688 No.101699
Brought forward value at 1 January 2,889,947 2,960,450
Transaction costs amortised 3,125 12,231
Carrying value at 30 June 2,893,072 2,972,681
31 Dec. 2011
RMB’000
Corporatebonds Corporate bonds
No.101688 No.101699
Brought forward value at 1 January 2,884,022 2,937,122
Transaction costs amortised 5,925 23,328
Carrying value at 30 June 2,889,947 2,960,450
76
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
22 Loans and borrowings (continued)
(c) Corporate bonds (continued)
In September 2008, the Company issued two series of corporate bonds, namely the “No.
101688 Bonds” and the “No. 101699 Bonds”, amounting to RMB 5,900 million. Both
Bonds are listed on the Shenzhen Stock Exchange.
The No. 101688 Bonds are with no guarantee and interest bearing at 7% per annum payable
in arrears on 6 September 2009, 2010 and 2011. In accordance with the terms of the No.
101688 Bonds, on 6 September 2011 the Company has the option to adjust upward the
interest rate of the Bonds for the next two years by maximum of 100 basis points and each of
the Bond is, at the option of the bondholder, redeemable at its par value of RMB 100 each on
the same date. If not being redeemed on 6 September 2011, the Bonds are repayable on 6
September 2013 and the interest for the next two years is payable in arrears on 6 September
2012 and 2013. None of the No. 101688 Bonds were early redeemed by the bondholders on
6 September 2011.
The No. 101699 Bonds are guaranteed by the China Construction Bank Shenzhen branch and
are repayable on 6 September 2013. The Bonds are interest bearing at 5.5% per annum
payable in arrears on 6 September 2009, 2010, 2011, 2012 and 2013.
23 Financial derivatives
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Interest rate swaps 19,313 17,042
77
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
24 Trade and other payables
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Trade creditors and bills payable 28,956,926 29,777,063
Other payables and accruals 25,617,424 24,464,680
Dividends payable 1,429,377 -
Amounts due to associates 903,917 1,873,455
Amounts due to jointly controlled entities 1,784,466 1,676,680
Receipts in advance 130,802,008 111,075,180
Gross amount due to customers for contract work 62,786 26,538
189,556,904 168,893,596
Included in trade and other payables is retention payable of RMB486 million (2011:
RMB300 million) which are expected to be settled after one year.
The amounts due to associates and jointly controlled entities include an amount of RMB1,349
million which are interest bearing at market rate, unsecured and repayable on demand. The
interest expenses to these associates and jointly controlled entities amounted to RMB31
million in 2012. The remaining amounts due to associates and jointly controlled entities are
unsecured, interest free and repayable on demand.
25 Income tax in the statement of financial position
(a) Current taxation in the statement of financial position represents:
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
CIT 1,509,817 2,423,046
LAT 5,709,244 5,820,201
7,219,061 8,243,247
LAT provisions have been made pursuant to Guo Shui Fa (2006) No. 187 Circular of State
Administration of Taxation on Relevant Issues of Settlement and Management of Land
Appreciation Tax for Real Estate Developers. The Group considers the timing of settlement
is dependent on the practice of local tax bureaus. As a result of the uncertainty of timing of
payment of LAT, the provisions have been recorded as current liabilities as at 30 June 2012
and 31 December 2011.
78
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
25 Income tax in the statement of financial position (continued)
(b) Deferred tax assets
Deferred tax assets are attributable to the items set out below:
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Tax losses 1,109,835 815,046
Bad debt provision and write-down of
49,930 28,265
inventories
Accruals for construction costs 203,989 197,070
Accrual for LAT 1,129,706 1,076,034
Other temporary differences 273,936 209,827
2,767,396 2,326,242
Deferred tax assets have not been recognised in respect of the following items:
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Tax losses 951,349 778,467
Other temporary differences 86,430 80,653
1,037,779 859,120
The tax losses expire between 2012 and 2017. The deductible temporary differences will not
expire the under current tax legislation. Deferred tax assets have not been recognised in
respect of these items because it is not probable that future taxable profit will be available
against which the Group can utilise the benefits therefrom.
(c) Deferred tax liabilities
Deferred tax liabilities are attributable to the items set out below:
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Fair value adjustments on available-for-sale securities - 9,124
Fair value adjustments arising from business
978,438 1,010,306
combinations
Other temporary differences 112,445 85,332
1,090,883 1,104,762
79
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
25 Income tax in the statement of financial position (continued)
(d) Movements in deferred taxation, net:
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
At 1 January 1,221,480 557,054
Transferred to consolidated income statement (9(a)) 445,909 673,550
Recognised in other comprehensive income (10(a)) 9,124 (9,124)
At 30 June 1,676,513 1,221,480
26 Provisions
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Balance at 1 January 38,678 41,107
Provisions made during the year 22,200 10,524
Provisions used during the year (2,974) (12,953)
Balance at 30 June 57,904 38,678
The balance represents the estimated losses to be borne by the Group in relation to the
property management projects.
27 Other non-current liabilities
The balance mainly represents the amounts that hold on behalf of the owners committees in
the property management sector.
80
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
28 Equity settled share-based transactions
The Group has a share option scheme which was adopted on 25 April 2011 whereby the
senior management and key staff of the Group are granted certain options at nil consideration
to subscribe for an aggregate of 110,000,000 A shares of the Company. The key management
are granted with 33,000,000 A shares. 40% of the options vest after one year (30% after two
years and the remaining 30% after three years) from the date of grant and are then
exercisable within a period of two years. Each option gives the holder the right to subscribe
for one A share of the Company.
(a) The number and weighted average exercise prices of share options are as follows:
2012
Jan.-Jun.
Number
’000
Outstanding at the beginning of the year 101,368
Granted during the year
Forfeited during the year (5,129)
Outstanding at the end of the year 96,239
Exercisable at the end of the year -
No share options were exercised during the year.
(b) Terms of unexpired and unexercised share options at the end of the reporting period:
30 Jun.2012
Exercise price* Number
RMB ’000
25 April 2012 to 24 April 2014 8.66 39,419
25 April 2013 to 24 April 2015 8.66 28,410
25 April 2014 to 22 April 2016 8.66 28,410
96,239
* The original exercise price is RMB8.89. The exercise price was adjusted to RMB8.66 after
declaration of dividend of RMB0.13 per share during the year in accordance with the terms
and conditions of the share option scheme.
81
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
28 Equity settled share-based transactions (continued)
(c) Fair value of share options and assumptions
The fair value of services received in return for share options granted is measured by
reference to the fair value of share options granted. The estimate of the fair value of the share
options granted is measured based on the Binomial model.
Fair value of share options and assumptions 2011
Fair value at measurement date (RMB’000) 294,050
Share price RMB8.52
Exercise price RMB8.89
Expected volatility 45%-50%
Option life 5 years
Risk-free interest rate 3.20-3.43%
The expected volatility is based on the historic volatility of the Company’s A share. Changes
in the subjective input assumptions could materially affect the fair value estimate.
Share options were granted under a performance condition. This condition has not been
taken into account in the grant date fair value measurement of the services provided. There
was no market condition associated with the share options.
29 Capital, reserves and dividends
(a) Share capital:
30 Jun.2012 31 Dec.2011
RMB’000 RMB’000
Authorised, issued and fully paid:
A shares of RMB1 each 9,680,255 9,680,255
B shares of RMB1 each 1,314,955 1,314,955
10,995,210 10,995,210
Included in the A shares are 18,218,720 shares (2011: 18,426,384 shares) with restriction to
transfer.
The holders of A and B shares are entitled to receive dividends as declared from time to time
and are entitled to one vote per share at general meetings of the Company. All A and B
shares rank equally with regard to the Company’s residual assets.
There was no movement in share capital during 2011 and 2012.
82
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
29 Capital, reserves and dividends (continued)
(b) Nature and purpose of reserves
(i) Share-based compensation reserve
The share-based compensation reserve comprises the portion of the grant date fair
value of unexercised share options that has been recognised in accordance with the
accounting policy adopted for share-based payments in note 2(r)(ii).
(ii) Statutory reserves
Statutory surplus reserve
According to the PRC Company Law, the Company is required to transfer 10% of its
profit after taxation, as determined under PRC Accounting Regulations, to statutory
surplus reserve until the reserve balance reaches 50% of the registered capital. The
transfer to this reserve must be made before distribution of a dividend to shareholders.
According to the PRC Company Law, the Company is required to transfer 10% of its
profit after taxation, as determined under PRC Accounting Regulations, to statutory
surplus reserve until the reserve balance reaches 50% of the registered capital. The
transfer to this reserve must be made before distribution of a dividend to shareholders.
Statutory surplus reserve can be used to make good previous years’ losses, if any, and
may be converted into share capital by the issue of new shares to equity shareholders
in proportion to their existing shareholdings or by increasing the par value of the
shares currently held by them, provided that the balance after such issue is not less
than 25% of the registered capital.
For the six months ended 30 June 2012, the Company transferred RMB nil (2011:
RMB437,289,000), being nil of the Company’s current year’s net profit as
determined in accordance with the PRC accounting rules and regulations, to this
reserve.
Discretionary surplus reserve
The appropriation to the discretionary surplus reserve is subject to the shareholders’
approval. The utilisation of the reserve is similar to that of the statutory surplus
reserve.
For the six months ended 30 June 2012, the directors proposed to transfer RMB nil
(2011: RMB2,623,732,000), being nil (2011: 60%) of the Company’s current year’s
net profit as determined in accordance with the PRC accounting rules and regulations,
to this reserve.
(iii) Exchange reserve
83
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
The exchange reserve comprises all foreign exchange differences arising from the
translation of the financial statements of foreign operations. The reserve is dealt with
in accordance with the accounting policies set out in note 2(v).
29 Capital, reserves and dividends (continued)
(b) Nature and purpose of reserves (continued)
(iv) Other reserves
Other reserves are mainly resulted from transactions with owners in their capacity as
owners, fair value movement of available-for-sale securities and a share award
scheme in prior years. The movement for the six months ended 30 June 2012 mainly
represents the difference between the fair value and book value of the acquirees’ net
assets at the dates of acquisitions of non-controlling interests and fair value
movement of available-for-sale securities.
(c) Dividends
(i) Dividend payable to equity shareholders of the Company attributable to the year
2012 2011
RMB’000 RMB’000
Dividend to be proposed at the Company’s
forthcoming annual general meeting of
RMB nil
(2011: RMB0.13 per share) - 1,429,377
The dividend to be proposed at the Company’s forthcoming annual general meeting
has not been recognised as a liability at the end of the reporting period.
(ii) Dividend payable to equity shareholders of the Company attributable to the previous
financial year, approved and paid during the year
2012 2011
RMB’000 RMB’000
Final dividend in respect of the previous
financial year, approved or paid during
the year, of RMB0.13 per share
(2011: RMB0.10 per share) 1,429,377 1,099,521
84
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
29 Capital, reserves and dividends (continued)
(d) Capital management
The Group’s primary objectives when managing capital are to safeguard the Group’s ability
to continue as a going concern, so that it can continue to provide returns for shareholders and
benefits for other stakeholders, by pricing products and services commensurately with the
level of risk and by securing access to finance at a reasonable cost.
The Group actively and regularly reviews and manages its capital structure to maintain a
balance between the higher shareholder returns that might be possible with higher levels of
borrowings and the advantages and security afforded by a sound capital position, and makes
adjustments to the capital structure in light of changes in economic conditions.
Consistent with industry practice, the Group monitors its capital structure on the basis of
gearing ratio. This ratio is calculated as net debt divided by total equity of the Company. Net
debt is calculated as total loans and borrowings less cash and cash equivalents and pledged
deposits. The gearing ratio at 30 June 2012 and 31 December 2011 is calculated as follows:
30 Jun.2012 31 Dec. 2011
RMB’000 RMB’000
Loans and borrowings 62,911,393 50,392,635
Less: Cash and cash equivalents (45,719,728) (33,614,112)
Pledged deposits (1,292,461) (625,403)
Net debt 15,899,204 16,153,120
Total equity 69,833,973 67,832,539
Gearing ratio 22.8% 23.8%
85
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
30 Financial risk management and fair values
Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of
the Group’s business. The Group’s exposure to these risks and the financial risk
management policies and practices used by the Group to manage these risks are described
below.
(a) Credit risk
The Group’s credit risk is primarily attributable to cash and cash equivalents, pledged
deposits, trade and other receivables and other financial assets. Management has a credit
policy in place and the exposures to these credit risks are monitored on an ongoing basis.
Cash and cash equivalents and pledged deposits held by the Group are mainly deposited in
financial institutions such as commercial banks which maintain sound reputation and
financial situation. The credit risk is considered low. The Group sets deposit limits against
the financial institutions’ credit risks.
In respect of trade receivables, credit risk is minimised as the Group normally receives full
payment from buyers before the transfer of property ownership.
In respect of amounts due from associates and jointly controlled entities, the Group
facilitates their capital demand by assessing and closely monitoring their financial conditions
and profitability.
In respect of other receivables due from third parties, the Group reviews the exposures and
manages them based on the need of operation.
At the end of the reporting period, 19.44% (2011: 15.80%) of the total trade and other
receivables was due from the Group’s five largest debtors.
Except for the financial guarantees given by the Group as set out in note 32, the Group does
not provide any other guarantees which would expose the Group to credit risk.
86
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
30 Financial risk management and fair values (continued)
(b) Liquidity risk
The Group’s policy is to regularly monitor its liquidity requirements and its compliance with
lending covenants, to ensure that it maintains sufficient reserves of cash and adequate
committed lines of funding from major financial institutions to meet its liquidity
requirements in the short and long terms.
The following table details the remaining contractual maturities at the end of the reporting
period of the Group’s non-derivative financial liabilities and derivative financial liabilities,
which are based on contractual undiscounted cash flows (including interest payments
computed using contractual rates or, if floating, based on current rates at the end of the
reporting period) and the earliest date the Group can be required to pay:
30 Jun. 2012
Total contractual More than 1 More than 2
Carrying undiscounted Within 1 year year but less years but less
amount cash flow or on demand than 2 year than 5 years
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Bank and other loans 57,045,640 63,838,912 24,371,199 31,303,559 8,164,154
Corporate bonds 5,865,753 6,329,333 368,000 5,961,333 -
Trade creditors and accruals 61,037,272 61,132,258 60,446,100 541,084 145,074
Financial derivatives 19,313 19,313 19,313 - -
Accrued interest 510,994 510,994 510,994 - -
Other non-current liabilities 14,669 14,669 - - 14,669
Total 124,493,641 131,845,479 85,715,606 37,805,976 8,323,897
31 Dec.2011
Total contractual More than 1 More than 2
Carrying undiscounted Within 1 year year but less years but less
amount cash flow or on demand than 2 year than 5 years
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Bank and other loans 44,542,238 49,385,740 26,075,856 15,112,360 8,197,524
Corporate bonds 5,850,397 6,513,333 368,000 6,145,333 -
Trade creditors and accruals 61,684,798 61,728,874 61,025,998 461,086 241,790
Financial derivatives 17,042 17,042 17,042 - -
Accrued interest 272,299 272,299 272,299 - -
Other non-current liabilities 11,798 11,798 - - 11,798
Total 112,378,572 117,929,086 87,759,195 21,718,779 8,451,112
87
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
30 Financial risk management and fair values (continued)
(c) Interest rate risk
The Group’s interest rate risk arises primarily from its cash and loans and borrowings. Cash
and loans and borrowings issued at variable rates expose the Group to cash flow interest rate
risk. The interest rate and terms of repayment of the Group’s interest bearing borrowings are
disclosed in notes 22 to the consolidated financial statements.
Sensitivity analysis
At 30 June 2011, it is estimated that a general increase/decrease of 50 basis points in interest
rates of cash and loans and borrowings of the Group, with all other variables held constant,
would have decreased/increased the Group’s profit after tax and total equity by
approximately RMB65 million (2011: RMB50million).
In respect of the exposure to cash flow interest rate risk arising from floating rate non-
derivative instruments held by the Group at the end of the reporting period, the impact on the
Group’s profit after tax and total equity is estimated as an annualised impact on interest
expense or income of such a change in interest rates. The analysis is performed on the same
basis for 2011.
The sensitivity analysis above assumes that the change in interest rates had occurred at the
end of the reporting period and had been applied to all floating rate loans and borrowings,
without taking into account the impact of interest capitalisation.
(d) Currency risk
The Group is exposed to foreign currency risk primarily on cash and cash equivalents and
borrowings that are denominated in a currency other than the functional currency of the
operations to which they relate. The currencies giving rise to this risk are primarily United
States dollars, Hong Kong dollars and Japanese Yen.
Cash and cash equivalents denominated in a currency other than the functional currency of
the entity to which they relate are as follows:
30 Jun.2012 30 Dec.2011
RMB’000 RMB’000
United States Dollars 1,590,180 967,212
Hong Kong Dollars 9,953.00 12,681
Japanese Yen - 1,384
88
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
30 Financial risk management and fair values (continued)
(d) Currency risk (continued)
Loans and borrowings denominated in a currency other than the functional currency of the
entity to which they relate are as follows:
30 Jun.2012 30 Dec.2011
RMB’000 RMB’000
United States Dollars 4,034,296 4,503,506
Sensitivity analysis
Based on the assumption that Hong Kong Dollars continue to be pegged to United States
Dollars, management estimated that a 10% appreciation/depreciation of United States
Dollars/Hong Kong Dollars against Renminbi would not have a material effect on the
Group’s profit and the Group’s equity would be decreased/increased by approximately
RMB436 million (2011: RMB370 million). Management estimated that the change in
exchange rate of Japanese Yen would not have material impact on the Group’s profit and
equity for both 2011 and 2012.
The analysis has been determined assuming that the change in foreign exchange rates had
occurred at the end of the reporting period and that all other variables remain constant.
89
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
30 Financial risk management and fair values (continued)
(e) Fair values
(i) Financial instruments carried at fair value
The following table presents the carrying value of financial instruments measured at fair
value at the end of the reporting period across the three levels of the fair value hierarchy
defined in IFRS 7, Financial Instruments: Disclosures, with the fair value of each financial
instrument categorised in its entirety based on the lowest level of input that is significant to
that fair value measurement. The levels are defined as follows:
Level 1 (highest level): fair values measured using quoted prices (unadjusted) in active
markets for identical financial instruments
Level 2: fair values measured using quoted prices in active markets for similar financial
instruments, or using valuation techniques in which all significant inputs are directly or
indirectly based on observable market data
Level 3 (lowest level): fair values measured using valuation techniques in which any
significant input is not based on observable market data
30 Jun.2012
In millions of RMB
Level 1 Level 2 Level 3 Total
Assets
Available-for-sales equity securities - - 5 5
- - 5 5
Liabilities
Interest rate swaps (19) - - (19)
(19) - - (19)
31 Dec.2011
In millions of RMB
Level 1 Level 2 Level 3 Total
Assets
Available-for-sales equity securities - - 436 436
- - 436 436
Liabilities (17) - - (17)
Interest rate swaps (17) - - (17)
90
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
31 Commitments
(a) Capital commitments outstanding at 30 June 2012 not provided for in the financial
statements were as follows:
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Construction and development contracts 35,183,190 32,200,196
Land agreements 5,363,394 7,963,627
40,546,584 40,163,823
Commitments mainly related to land and development costs for the Group’s properties under
development.
(b) At 30 June 2012, the total future minimum lease payments under non-cancellable
operating leases are payable as follows:
30 Jun. 2012 31 Dec. 2011
RMB’000 RMB’000
Within 1 year 28,547 31,478
After 1 year but within 2 years 21,015 18,877
After 2 year but within 3 years 19,149 16,407
After 3 years 74,519 80,223
143,230 146,985
The Group is the lessee in respect of a number of properties held under operating leases. The
leases typically run for an initial period of two to ten years, with an option to renew the lease
when all terms are renegotiated. None of the leases includes contingent rentals.
32 Contingent liabilities
As at the end of the reporting period, the Group has issued guarantees to banks to secure the
mortgage arrangement of property buyers. The outstanding guarantees to the banks
amounted to RMB29,862 million (2011: RMB25,554 million), including guarantees of
RMB29,759 million (2011: RMB25,409 million) which will be terminated upon the
completion of the transfer procedures with the buyers in respect of the legal title of the
properties, and guarantees of RMB103 million (2011: RMB145 million) which will be
terminated upon full repayment of mortgage loans by buyers to the banks.
91
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
32 Contingent liabilities (continued)
The directors do not consider it probable that the Group will sustain a loss under these
guarantees as the bank has the rights to sell the property and recovers the outstanding loan
balance from the sale proceeds if the property buyers default payment. The Group has not
recognised any deferred income in respect of these guarantees as its fair value is considered
to be minimal by the directors.
In addition, the Group is the defendant in certain lawsuits as well as the plaintiff in other
proceedings arising in the ordinary course of business. While the outcomes of such
contingencies, lawsuits or other proceedings cannot be determined at present, management
believes that any resulting liabilities will not have a material adverse effect on the financial
position or operating results of the Group.
33 Material related party transactions
(a) Reference should be made to the following notes regarding related parties:
Associates (note 14, 19 & 24)
Jointly controlled entities (note 15, 19 & 24)
Key management personnel (see note (c) below)
(b) Loan from a related party
The details of the loan from a related party are as follows:
Interest incurred for
Loan balance as
the six months
at 30 June 2012
ended 30 June 2012
RMB'000 RMB'000
China Resources SZITIC Trust Co.Ltd(the "Trust") 4,000,000 155,561
The Trust is a subsidiary of China Resources Co., Limited (“CRC”). CRC holds the largest
percentage of the share of interest in the Company among all shareholders.
The loan bears interest that is not higher than other trust loans borrowed during the year
from independent third parties, is unsecured and repayable on 13 December 2013.
92
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
33 Material related party transactions (continued)
(c) Key management personnel remuneration
Remuneration for key management personnel of the Group is as follows:
2012 2011
Jan. – Jun. Jan. – Jun.
RMB’000 RMB’000
Short-term employee benefits 5,683 5,859
Total remuneration is included in “staff costs” (see note 8(b)).
The Group also provides non-monetary employee benefits to the key management personnel
in the form of purchase discount on sale of the Group’s properties to them. Details of such
transactions are as follows:
2012 2011
Jan. – Jun. Jan. – Jun.
RMB’000 RMB’000
Sales of properties to the key management personel 10,509 16,812
Related cost of sales (3,826) (9,677)
Gross profit 6,683 7,135
Estimated fair value of the properties
sold to the key mangement personnel 11,574 18,989
All the above were approved by the Board of Directors as a kind of employment benefits to
the key management personnel.
93
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
34 Acquisitions of subsidiaries
During the year, the Group has acquired certain subsidiaries which hold property
development projects. Acquisitions of these subsidiaries enable the Group to expand its land
banks. Acquisitions of major subsidiaries by the Group during the year are summarised as
follows:
Percentage of equity
Date of acquisition Name of subsidiaries acquired interest acquired Consideration
9 January 2012 Xinjiang Dade Property 100% RMB 39,220,000
Development Co., Ltd.
16 January 2012 Credible Ivestment 100% USD 11,962,243
Development Co., Ltd.
5 January 2012 Airwell air condition(China) Co., Ltd. 65% RMB 214,500,000
23 April 2012 Wise Grow Group Limited 100% USD 34,779,708
23 April 2012 Tian Cheng(Holdings) Investments Limited 100% USD 20,633,620
23 April 2012 Bonus Plus Holdings Limited 100% USD 23,583,229
5 May 2012 Guiyang Henghuayuan Property
Development Co., Ltd (note 1) 51% RMB 5,100,100
7 May 2012 DongguanWandu Property 100% RMB 10,000,000
Development Co., Ltd.
15 June 2012 Changchun Vanke Jincheng Property 90% RMB 207,000,000
Development Co., Ltd.
25 June 2012 Shanxi Zhongdu Property 95% RMB 9,500,000
Development Co., Ltd
94
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
34 Acquisitions of subsidiaries (continued)
Note 1: Renamed was Guiyang Vanke Yuantong Property Development Co., Ltd.
The acquisitions of these subsidiaries had the following combined effect on the Group’s
assets and liabilities upon the dates of acquisitions:
The above subsidiaries contributed an aggregate turnover of RMB184,835 million and profit
attributable to the equity shareholders of the Company of RMB6,990 million to the Group for
the six months ended 30 June 2012. Should the acquisitions had occurred on 1 January 2012,
the consolidated turnover and the consolidated profit attributable to the equity shareholders
of the Company for the six months ended 30 June 2012 would have been RMB332,682
million and RMB15,003 million respectively.
The acquired subsidiaries’ major assets are properties held for development, properties under
development and/or completed properties for sale. The directors consider that the purpose of
acquiring those subsidiaries is solely to acquire the underlying properties.
95
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
35 Disposal of a subsidiary
There was no subsidiary disposal during 31 December 2011 and 30 June 2012.
36 Non-adjusting post balance sheet events
Dividend payable to equity shareholders of the Company attributable to the previous
financial year was paid on 5 July 2012. Further details are disclosed in note 29(c).
37 Comparative figures
Certain comparative figures have been reclassified to conform to the current year’s
presentation.
38 Possible impact of amendments, new standards and interpretations issued but
not yet effective for the six months ended 30 June 2012
Up to date of issue of these financial statements, the IASB has issued a number of
amendments and five new standards which are not yet effective for the six months ended 30
June 2012 and which have not been adopted in these financial statements. These include the
following which may be relevant to the Group.
Effective for
accounting periods
beginning on or after
Amendments to IAS 1, Presentation of financial statements –
Presentation of items of other comprehensive income 1 July 2012
IFRS 9, Financial instruments 1 January 2013
IFRS 10, Consolidated financial statements 1 January 2013
IFRS 12, Disclosure of interests in other entities 1 January 2013
IFRS 13, Fair value measurement 1 January 2013
IAS 28, Investments in associates and joint ventures 1 January 2013
Revised IAS 19, Employee benefits 1 January 2013
The Group is in the process of making an assessment of what the impact of these
amendments, new standards and new interpretations is expected to be in the period of initial
application. So far is has concluded that the adoption of them is unlikely to result in a
restatement of the Group’s results of operations and financial position.
96
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
39 Principal subsidiaries
Place of establishment and Registered Ownership Principal
Name of company
operation capital interest activities
Shenzhen Vanke Real Estate Property
Shenzhen RMB600,000,000 100%
Company Limited development
Shenzhen Vanke Xizhigu Real Property
Shenzhen RMB10,000,000 60%
Estate Company Limited development
Shenzhen Vanke City Scenery Property
Shenzhen RMB120,000,000 100%
Property Company Limited development
Shenzhen Vanke Xingye Property
Shenzhen RMB62,413,230 100%
Property Company Limited development
Shenzhen Vanke Nancheng Real Property
Shenzhen RMB10,000,000 100%
Estate Company Limited development
Shenzhen Vanke Daolin
Property
Investment Development Shenzhen RMB20,000,000 100%
development
Company Limited
Huizhou Vanke Property Property
Huizhou RMB10,000,000 100%
Company Limited development
Guangzhou Vanke Real Estate RMB1,000,000,00 Property
Guangzhou 100%
Company Limited 0 development
Foshan Vanke Real Estate Property
Foshan RMB80,000,000 100%
Company Limited development
Guangzhou Wanxin Property Property
Guangzhou HKD760,000,000 100%
Company Limited development
Guangzhou Pengwan Property Property
Guangzhou RMB200,000,000 50%
Company Limited (note) development
Qingyuan Hongmei Investment Property
Qingyuan RMB280,000,000 95%
Company Limited development
Dongguan Vanke Real Estate Property
Dongguan RMB300,000,000 100%
Company Limited development
Dongguan Xinwan Property Property
Dongguan RMB10,000,000 51%
Development Company Limited development
Dongguan Songhuju Property Property
Dongguan RMB10,000,000 100%
Company Limited development
Dongguan Xintong Industry Property
Dongguan RMB10,000,000 51%
Investment Company Limited development
Foshan Nanhai District
Property
Jinyulanwan Propoerty Company Foshan USD190,000,000 55%
development
Limited
Zhuhai Vanke Real Estate Property
Zhuhai RMB10,000,000 100%
Company Limited development
Zhuhai Zhubin Property Property
Zhuhai RMB109,000,000 95%
Development Company Limited development
Xiamen Vanke Real Estate Property
Xiamen RMB50,000,000 100%
Company Limited development
Fuzhou Vanke Real Estate Property
Fuzhou RMB20,000,000 100%
Company Limited development
Hainan Vanke Property Property
Hainan RMB10,000,000 100%
Development Company Limited development
97
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
39 Principal subsidiaries (continued)
Place of establishment and Registered Ownership Principal
Name of company
operation capital interest activities
Shanghai Vanke Investment and Property
Shanghai RMB204,090,000 100%
Management Company Limited development
Shanghai Hengda Property Property
Shanghai RMB141,348,200 99.80%99.8%
Shareholding Company Limited development
Shanghai Vanke Baobei Property Property
Shanghai RMB10,000,000 100%
Company Limited development
Shanghai Meilanhuafu Property Property
Shanghai RMB700,000,000 100%
Company Limited development
Shanghai Dijie Property Property
Shanghai RMB20,000,000 50%
Company Limited (note) development
Shanghai Xiangda Real Estate RMB1,783,000,00 Property
Shanghai 75%
Development Company Limited 0 development
Shanghai Vanke Real Estate Property
Shanghai RMB800,000,000 100%
Company Limited development
Shanghai Luolian Property Property
Shanghai RMB470,000,000 100%
Company Limited. development
Nanjing Vanke Property Property
Nanjing RMB150,000,000 100%
Company Limited development
Nanjing Hengyue Property Property
Nanjing RMB10,000,000 100%
Company Limited development
Nanjing Jinyu Blue Bay Property Property
Nanjing RMB90,000,000 100%
Company Limited development
Wuxi Vanke Real Estate Property
Wuxi RMB300,000,000 60%
Company Limited development
Wuxi Wansheng Real Estate Property
Wuxi USD49,200,000 100%
Development Company Limited development
Wuxi Dongcheng Real Estate Property
Wuxi USD149,400,000 100%
Company Limited development
Jiangsu Sunan Vanke Real Estate Property
Suzhou RMB30,000,000 100%
Company Limited development
Suzhou Vanke Zhongliang Property
Suzhou RMB230,000,000 51%
Property Company Limited development
Suzhou Huihua Investment and Property
Suzhou RMB355,000,000 51%
Property Company Limited development
Hangzhou Wankun Property Property
Hangzhou RMB350,000,000 51%
Development Company Limited development
Hangzhou Vanke Property Property
Hangzhou RMB320,000,000 100%
Company Limited development
Hangzhou Hotel Management Property
Hangzhou RMB10,000,000 100%
Company Limited development
Hangzhou Vanke Junyuan Property
Hangzhou USD66,660,000 100%
Property Company Limited development
Fuyang Vanke Real Estate Property
Hangzhou RMB300,000,000 100%
Development Company Limited development
98
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
39 Principal subsidiaries (continued)
Place of
Registered Ownership Principal
Name of company establishment and
capital interest activities
operation
Property
Ningbo Vanke Real Estate Company Limited Ningbo RMB150,000,000 100%
development
Ningbo Jiangbei Vanke Property Property
Ningbo RMB675,000,000 100%
Development Company Limited development
Beijing Vanke Enterprises Shareholding Property
Beijing RMB2,000,000,000 100%
Company Limited development
Beijing Chaoyang Vanke Property Property
Beijing RMB200,000,000 60%
Development Company Limited development
Beijing Vanke Zhongliang Jiarifengjing Real Property
Beijing RMB830,000,000 50%
Estate Development Company Limited (note) development
Property
Tianjin Vanke Real Estate Company Limited Tianjin RMB390,000,000 100%
development
Tianjin Wanbin Real Estate Development Property
Tianjin RMB455,000,000 60%
Company Limited development
Tianjin Zhongtian Wanfang Investment Property
Tianjin RMB30,000,000 100%
Company Limited development
Property
Tianjin Vanke Xinlicheng Company Limited Tianjin RMB230,000,000 100%
development
Tianjin Wanzhu Investment Company Property
Tianjin RMB30,000,000 100%
Limited development
Property
Tianjin Wanfu Investment Company Limited Tianjin RMB192,000,000 100%
development
Shenyang Vanke Real Estate Development Property
Shenyang RMB100,000,000 100%
Company Limited development
Shenyang Vanke Tianqinwan Property Property
Shenyang USD99,980,000 55%
Company Limited development
Shenyang Vanke Hunnan Jinyu Property Property
Shenyang RMB1,022,520,258 100%
Development Company Limited development
Shenyang Vanke Jinyu Blue Bay Property Property
Shenyang RMB578,150,000 100%
Development Company Limited development
Dalian Vanke Real Estate Development Property
Dalian RMB32,000,000 100%
Company Limited development
Dalian Vanke City Real Property Company Property
Dalian USD42,000,000 55%
Limited development
Anshan Vanke Property Development Co., Property
Anshan USD5,172,700 100%
Ltd. development
Changchun Vanke Real Estate Company Property
Changchun RMB50,000,000 100%
Limited development
Qingdao Vanke Real Estate Company Property
Qingdao RMB20,000,000 100%
Limited development
Qingdao Vanke Yinshengtai Real Estate Property
Qingdao RMB100,000,000 80%
Development Co., Ltd development
Qingdao Da Shan Real Estate Development Property
Qingdao RMB100,000,000 100%
Company Limited development
99
China Vanke Co., Ltd.
Financial statements for the six months ended 30 June 2012
39 Principal subsidiaries (continued)
Place of
Registered Ownership Principal
Name of company establishment and
capital interest activities
operation
Chengdu Vanke Real Estate Property
Chengdu RMB80,000,000 100%
Company Limited development
Chengdu Vanke Guobin Property Property
Chengdu USD140,000,000 60%
Company Limited development
Chengdu Vanke Guanghua Property
Chengdu USD131,428,571 100%
Property Company Limited development
Chengdu Vanke Jinjiang Property Property
Chengdu RMB10,000,000 100%
Company Limited development
Chengdu Vanke Huadong Real Property
Chengdu RMB77,680,000 90%
Estate Company Limited development
Chengdu Vanke Chenghua Property
Chengdu RMB554,479,142 85%
Property Company Limited development
Wuhan Vanke Real Estate Property
Wuhan RMB150,000,000 100%
Company Limited development
Wuhan Vanke Tiancheng Real Property
Wuhan USD12,100,000 55%
Estate Company Limited development
Wuhan Guohao Property Company Property
Wuhan RMB10,000,000 55%
Limited development
Wuhan Wangjiadun Morden City Property
Wuhan RMB200,000,000 100%
Property Company Limited development
Chongqing Yu Development Coral Property
Chongqing RMB20,000,000 51%
Property Company Limited development
Hefei Vanke Property Company Property
Hefei RMB200,000,000 100%
Limited development
Vanke (Chongqing) Real Estate Property
Chongqing RMB100,000,000 100%
Company Limited development
Xi'an Vanke Real Estate Company Property
Xi'an RMB20,000,000 100%
Limited development
Nantong Vanke Real Estate Property
Nantong RMB8,000,000 100%
Company Limited development
Guiyang Vanke Real Estate Property
Guiyang RMB100,000,000 100%
Company Limited development
Kunming Vanke Property Property
Kunming RMB20,000,000 100%
Development Co., Ltd. development
Yantai Vanke Property Property
Yantai RMB30,000,000 100%
Development Co., Ltd. development
Taiyuan Vanke Real Estate Property
Taiyuan RMB60,000,000 100%
Company Limited development
Xinjiang Vanke Real Estate Property
Urumqi RMB100,000,000 100%
Company Limited development
Yangzhou Wanwei Property Property
Yangzhou RMB550,000,000 65%
Company Limited development
Jiaxing Vanke Property Property
Jiaxing RMB100,000,000 100%
Development Co., Ltd. development
Tangshan Vanke Property Property
Tangshan RMB200,000,000 100%
Development Co., Ltd. development
Fushun Vanke Property Property
Fushun RMB10,000,000 100%
Development Co., Ltd. development
Note: The directors consider these entities as subsidiaries of the Group as the Group has the
power to govern the financial and operating policies of these entities.
100
