Semi-Annual Report 2011 Announcement No.:【CMPD】2011-023 Chapter 1. Important Notice, Definitions & Content (I) Important Notice Board of Directors, Supervisory Committee of China Merchants Property Development Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any important omissions, fictitious statements or serious misleading information carried in this report, and shall take all responsibilities, individual and/or joint, for the authenticity, accuracy and integrality of the whole contents. The Semi-annual Financial Report of the Company is not audited. Lin Shaobin - Legal Representative, Huang Peikun –Chief Financial Officer, and Xu Yixia –Manager of Accounting Department hereby confirm that the Financial Report enclosed in the Semi-annual Report is true and complete. This report has been prepared in Chinese and English version respectively. In the occurrence of differences due to interpretations of both versions, the Chinese report shall prevail. (II) Definitions Unless specified in the report, the following abbreviations possess the meanings as follows: 1. CSRC: China Securities Regulatory Commission 2. The Company: China Merchants Property Development Co., Ltd. 3. China Merchants Group: China Merchants Group Ltd. 4. Top Chief: Top Chief Co., Ltd. 5. Shekou Industrial Zone: China Merchants Shekou Industrial Zone Co., Ltd. 6. Shenzhen CMRE: Shenzhen China Merchants Real Estate Co., Ltd. 7. CMPS: Shenzhen China Merchants Power Supply Co., Ltd. 8. Hong Kong Eureka: Eureka Investment Co., Ltd. 9. CMC: Shenzhen China Merchants Construction Co., Ltd. (III) Content Chapter 1. Important Notice, Definitions & Content…………………………….1 Chapter 2. Company Profile………………………………………………………2 Chapter 3. Changes in Share Capital and Share-holding Status………...………...4 Chapter 4. Info about Directors, Supervisors and Senior Executives…………….9 Chapter 5. Report of the Board of Directors……………………………………..11 Chapter 6. Significant Events…………………………………………………….21 Chapter 7. Financial Report………………………………………………………26 Chapter 8. Documents Available for Reference…………………………………. 25 1 Chapter 2. Company Profile (I) Profile I. Legal Name of the Company: In Chinese: 招商局地产控股股份有限公司 Abbr: 招商地产 In English: CHINA MERCHANTS PROPERTY DEVELOPMENT CO., LTD. Abbr: CMPD II. Legal Representative: Lin Shaobin III. Secretary of the Board: Liu Ning Securities Affair Representative: Zeng Fanyue Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, Shekou Industrial Zone, Nanshan District, Shenzhen Post Code: 518067 Email: investor@cmpd.cn Tel: (0755)26819600 Fax: (0755)26818666 26819680 IV. Registered Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, Shekou Industrial Zone, Nanshan District, Shenzhen Office Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, Shekou Industrial Zone, Nanshan District, Shenzhen Post Code: 518067 Email: investor@cmpd.cn V. Newspapers selected for Disclosing the Information of the Company: China Securities Journal, Securities Times, Shanghai Securities News and Hong Kong Commercial Daily Official Website for Publishing Annual Report authorised by CSRC: http://www.cninfo.com.cn Place Where the Semi-Annual Report is Prepared and Placed: Secretariat of the Board of Directors VI. Stock listed in: Shenzhen Stock Exchange Also listed with: Singapore Stock Exchange Short Form of the Stock: CMPD, CMPD-B Stock Code: 000024, 200024 VII. Other Relevant Information of the Company 1. Initial registration date: September 19th, 1990 2. Initial registration place: Shenzhen 3. Registration code for corporate business code: 440301503287841 4. Tax Registration No.: National Tax-Shen Zi 440300618845136 5. Code of Organization: 61884513-6 6. The certified public accountants hired by the Company: Deloitte Touche Tohmatsu (Shanghai) CPA Ltd., 30/F, Bund Center, Yan An Road East, Shanghai (II) Main financial data and benchmarking (Unit: RMB) Ended of the End of last Increase/decrease report period year (%) Total assets 65,703,246,899 59,818,240,763 9.84% Shareholders’ equity attributable to the listed company’s shareholders 19,468,790,132 18,207,431,836 6.93% Capital stocks 1,717,300,503 1,717,300,503 0.00% Net assets per share attributable to shareholders of the listed company 11.34 10.60 6.93% The same Increase/decrease in This report period of last this report period period year year-on-year (%) Total operating revenue 8,091,485,144 6,981,153,925 15.90% Operating profit 2,405,752,401 1,829,861,942 31.47% 2 Total profit 2,406,464,972 1,833,668,498 31.24% Net profit attributable to the listed company’s shareholders 1,468,587,411 1,050,179,281 39.84% Net profit attributable to the listed company’s shareholders after deducting non- recurring gains and losses 1,468,615,071 1,051,236,135 39.70% Basic earnings per share 0.86 0.61 40.98% Diluted earnings per share 0.86 0.61 40.98% Return on equity (weighted) 7.77% 6.25% Up by 1.52 Weighted average of ROE after deducting non- recurring gains and losses 7.77% 6.25% Up by 1.52 Net cash flow arising from -51.36% operating activities -3,024,942,771 -1,998,549,301 Net cash flow per share arising -51.72% from operating activities -1.76 -1.16 Non-recurring gain and loss items: Non-recurring gain and loss items Amount Gains/losses from the disposal of non-current assets -411,644 Government subsidies 1,619,000 Other non-operating income/expenditure -494,786 Impact on income tax -214,539 Influences on minority shareholders’gain and loss -525,691 Total -27,660 Differences between accounting standards at home and abroad (Unit: RMB) Net profit attributable to the shareholders Net assets attributable to the of the listed company shareholders of the listed company Report period Corresponding period Report period End of last year By International Accounting 2010 standards 20,808,619,361 1,468,587,411 1,050,179,281 19,547,261,065 By domestic Accounting standards 1,468,587,411 1,050,179,281 19,468,790,132 18,207,431,836 Difference between domestic and international standards 1,339,829,229 1,339,829,229 Of which: Adjustment of goodwill 1,339,829,229 1,339,829,229 For the current year, the net profit attributable to the shareholders of listed company is the same under both Chinese Accounting Standard and International Accounting Standard. The main reason of the adjustment on the net asset attributable to shareholders of listed company according to International Accounting Standard was Notes that according to the Chinese Accounting Standard and relative regulations, the differences generated by consolidation of entities under same control shall be adjusted into capital reserves, whereas the goodwill generated by consolidation shall be recorded individually as assets according to the IAS. 3 Chapter 3. Changes in Share Capital and Share-holding Status (I) Chart of share change Before the change Increase/decrease this time (+,-) After the change Share transfer of Amount Proportion bonus others subtotal Amount Proportion accumulati on fund I. Shares with conditional trading 891,594,208 51.92% 90,349 90,349 891,684,557 51.92% 1. State-owned share-holding 2. State-owned legal person’s share-holding 693,419,317 40.38% 693,419,317 40.38% 3. Other domestic shares Including: Domestic nonstate- owned legal person’s share-holding Domestic natural person’s share-holding 4. Foreign share-holding 197,709,440 11.51% 197,709,440 11.51% Including: Foreign legal person’s share-holding 197,709,440 11.51% 197,709,440 11.51% Foreign natural person’s share-holding 5. Senior executives’ share-holding 465,451 0.03% 90,349 90,349 555,800 0.03% II. Shares with unconditional 48.08% trading 825,706,295 48.08% -90,349 -90,349 825,615,946 1. RMB common shares 684,265,720 39.84% -58,474 -58,474 684,207,246 39.84% 2. Domestically listed foreign shares 141,440,575 8.24% -31,875 -31,875 141,408,700 8.24% 3. Overseas listed foreign shares 4. Others III. Total shares 1,717,300,503 100% 1,717,300,503 100% Note: Shares held by senior executives with conditional trading increased by 90,349 shares and it was derived by the company senior executives purchasing company stocks from secondary market within the report period. 4 II Status of shares held by the top ten shareholders (Unit: Share) Total number of 74,854 shareholders (62,939 are A shareholders, 11,915 are B shareholders) shareholders Shareholding situation of top 10 shareholders Proport ion Quantity of Category of the Quantity of shares with Shares pledged Name of the shareholder of shareholders shares held sales restrict ion or frozen share- condition held holding China Merchants ShekouState-owned legal None Industrial 40.38% 693,419,317 693,419,317 person Zone Co., Ltd. Foreign legal Full Space Investment Ltd. 5.48% 94,144,050 94,144,050 None person China Merchants Securities Hong Foreign legal Kong Ltd. person 2.91% 50,018,471 49,242,245 None China Merchants Zhangzhou State-owned legal 2.21% 37,878,788 None Development Zone Co., Ltd person Domestic non- Penghua Value Advantage state-owned legal 1.63% 28,000,000 Unknown Stock-linked Security Investment Fund person FOXTROT INTERNATIONAL Foreign legal 1.61% 27,720,000 27,720,000 None LIMITED person ORIENTURE INVESTMENT Foreign legal 1.55% 26,603,145 26,603,145 None LTD person Domestic non- National Social Insurance Fund 102 state-owned legal 1.36% 23,436,423 Unknown Combination person CNCA A/C COMPAGNIE Unknown Foreign legal FINANCIERE EDMOND DE 1.19% 20,446,608 person ROTHSCHILD Domestic non- Unknown China International Advantaged state-owned legal 1.11% 19,122,596 Security Investment Fund person Top 10 holders of unconditional shares Amount of Name of the shareholder unconditional Type of shares shares held China Merchants Zhangzhou Development Zone Co., Ltd. 37,878,788 A shares Penghua Value Advantage Stock-linked Security Investment Fund 28,000,000 A shares National Social Insurance Fund 102 Combination 23,436,423 A shares CNCA A/C COMPAGNIE FINANCIERE EDMOND DE ROTHSCHILD 20,446,608 B shares China International Advantaged Security Investment Fund 19,122,596 A shares Nuo’an Value Increase Stock Security Investment Fund 18,635,299 A shares Full Goal Selected Mixed Open-ended Security Investment Fund 17,099,671 A shares Penghua Power Increase Mixed Security Investment Fund 15,549,801 A shares China International Internal Demand Stock-Linked Security Investment Fund 15,086,161 A shares China Life Insurance Company Co., Ltd.-traditional-ordinary insurance products 14,159,919 A shares -005L-CT001 Shen Explanation on associated 1. Among the shares held by China Merchants Securities Hong Kong Ltd., relationship or unanimous 49,242,245 shares were purchased-in entrusted by Top Chief Co., Ltd. action among the above 2. Top Chief Co., Ltd., Full Space Investment Ltd., FOXTROT INTERNATIONAL LIMITED and shareholders ORIENTURE INVESTMENT LTD are wholly-owned subsidiaries of China Merchants Shekou 5 Industrial Zone Co., Ltd. China Merchants Zhangzhou Development Zone Co., Ltd is wholly-owned subsidiaries of China Merchants Group. 3. Penghua Value Advantaged Stock-linked Security Investment Fund and Penghua Power Mixed Growth Security Investment Fund belong to the same fund management company. 4. China International Advantaged Security Investment Fund and China International Domestic Demand Drive Stock-Linked Security Investment Fund belong to the same fund management company. 6 III Amount of shares held by shareholders with sales restrictions and reasons of such restrictions Sales Sales Amount of restricti restric shares with Amount of on tion Sales Date of sales sales shares with sales Name of the shareholder release increa restriction restriction restriction at restriction at the d in sed in reason released the beginning period end this this period period period China Merchants Shekou Industrial Zone Co., Ltd. 693,419,317 693,419,317 Promised sales Full Space Investment Sales restriction Ltd. 94,144,050 94,144,050 Restriction release date is China Merchants Release September 24, Securities Hong Kong Order not 2010, but sales Ltd. 49,242,245 49,242,245 yet been restriction FOXTROT placed release INTERNATIONAL applications has LIMITED 27,720,000 27,720,000 not been filed ORIENTURE INVESTMENT LIMITED 26,603,145 26,603,145 Senior executives share-holdi Lin Shaobin 106,627 7,500 114,127 ng Senior Determined executives according to the share-holdi related He Jianya 72,876 6,525 79,401 ng provisions on Senior Senior executives executives share-holdi share-holding Yang Zhiguang 57,971 5,250 63,221 ng Senior executives share-holdi Huang Peikun 83,025 24,375 107,400 ng Leaving director share-holdi Yang Baiqian 67,425 22,475 89,900 ng Senior executives share-holdi Wang Li 22,640 6,300 28,940 ng Senior executives share-holdi Zhu Wenkai 7,500 7,500 ng Senior executives share-holdi Meng Cai 33,512 1,274 34,786 ng Senior executives share-holdi Zhang Lin 1,650 1,650 ng 7 Senior executives share-holdi Wang Zhengde 7,500 7,500 ng Directors secratery share-holdi Liu Ning 10,125 10,125 ng Supervisor share-holdi Liu Ye 11,250 11,250 ng Total 891,594,208 90,349 891,684,557 ①Shares with sales restrictions include: 693,419,317 A shares directly held and 197,709,440 B shares indirectly held by Shekou Industrial Zone, 330,650 A shares and 225,150 B shares held by senior executives. ② In 2007, because of increasing holding non public share offer of the Company, Shekou Industrial Zone promised not to sell shares of the Company held (including both directly and indirectly) by it before September 24th, 2010. Up till the date of this report, the Company has not received the notice of Shekou Industrial Zone requiring releasing sales restrictions. Chapter 4. Info about Directors, Supervisors and Senior Executives I Change in the Company’s shares held by its directors, supervisors and senior executives during the report period Unit: share Post Share Shares held at the Shares increased Shares held at the Reason for Name category period beginning holding in this period end (share) change (share) period (share) Secondary market Lin A share 41,670 10,000 51,670 increased Chairman Shaobin holding B share 100,500 100,500 Secondary market Managing A share 97,170 8,700 105,870 increased He Jianya director holding Secondary market Yang Vice General A share 44,295 7,000 51,295 increased Zhiguang Manager holding B share 33,000 33,000 Secondary market Huang B share 130,700 12,500 143,200 increased Peikun Managing CFO holding Secondary market Vice General A share 30,187 8,400 38,587 increased Wang Li Manager holding Secondary market Zhu Vice General A share 10,000 10,000 increased Wenkai Manager holding Secondary market Vice General A share 1,700 increased Meng Cai Manager 44,682 46,382 holding Secondary market Vice General A share 2,200 increased Zhang Lin Manager 2,200 holding 8 Secondary market Wang B share 10,000 increased Zhengde Chief economist 10,000 holding Secretary of the Liu Ning Board of B share Directors 13,500 13,500 Employee Liu Ye A share supervisor 15,000 15,000 Total 550,704 70,500 621,204 II New appointment or dismissal of directors, supervisors and senior executives in the report period According to the work arrangement of China Merchants Group, Sun Chengming resigned from Chairman of the Company, and Lin Shaobin resigned from the General Manager of the Company. On February 15th, 2011, the Company held the 19th conference of the sixth board of directors, electing Lin Shaobin as Chairman of the Company, and electing Yang Tianping as Vice Chairman of the Company. The Board of Directors employed He Jianya as General Manager of the Company. According to the work arrangement of China Merchants Group, Yang Baiqian, Hua Li and Chen Gang resigned their posts as Director of the 6th Board of Directors, Fu Gangfeng, Ding Yong resigned their posts as Supervisor of the 6th Board of Supervisors. On April 12, 2011, after approval of 2010 annual shareholders’ meeting of the Company, the Company employed Fu Gangfeng, He Jianya, Wang Hong and Hu Yong as Director of the 6th Board of Directors, and employed Liu Zhimin and Hua Li as Supervisor of the 6th Board of Supervisors. On the same day, the 12th conference of the 6th Board of Supervisors of the Company elected Wu Zhenqin as Chairman of the Board of Supervisors of the Company. Chapter 5 Report of the Board of Directors Ⅰ Managerial discussion and analysis 1. Analysis on the market situation Half a year has passed in 2011, government housing control has been upgraded continuously, and policy additive effect has gradually appeared. Looking from investment, investment on development of real estate in China from January to June reaches to RMB 2630 billion Yuan, increasing 32.9% compared to the same period of the previous year; newly constructed area amounts to 0.994 billion square meters, increasing 23.6% over the same period of the previous year; the increase speed still keeps high level, but diminishes greatly over the same period of the previous year. Price of commercial housing is stable, and increase speed has slowed down. Looking from cities, housing price in first-tier cities has somewhat loosened and housing price in second-tier and third-tier cities present both rise and drop. Supply volume and trading volume of the land market withered gradually, and current average rate and premium rate level decrease. 9 Under the current circumstances, real estate enterprises are facing big pressure, financing environment is increasingly intense, and many enterprises slow down their steps of expansion. Over stock of inventory, tight cash flow, rise of debt ratio become the common phenomena for real estate enterprises. At the same time, some active changes appear in the market. The government vigorously promotes construction of guarantee housing, accelerates implementation of policies such as adjustment of residence supply structure, purchase limitation and loan limitation etc., restraining irrational investment demand; real estate enterprises actively seek changes, innovate business mode, and seek the mode of changing traditional increase. This may become the catalyst promoting healthy growth of the Chinese real estate industry. The Company believes that adjustment is a compulsory stage of market development, and only enterprises that have experienced sharp grinding can be more mature. 2. Company operation and management condition It is the opening year for the new ten-year journey of China Merchants Group, under the guidance of the Group vigorously developing property business objective, China Merchants Property silently has changes under the drive of internal and external force of seeking breakthrough for itself and high expectation of the market. Accelerate project development progress and enhancing turnover rate is one of the core management objectives of the Company. In the first half year, the Company adopted a series of pointed strategies and measures for this: improve project development template according to industry advanced standard and implement comprehensively; clarify rights and responsibilities of city companies, release authority to city companies, strengthen utilization of standardized products in project development, greatly compress project early stage positioning design period, intensify strategic cooperation and group procurement, adjust assessment and distribution mechanism, conduct assessment with project operation efficiency as the key index and closely link with reward and punishment distribution. Along with implementation of these measures, in the first half year, lagging behind of project progress in the first half year was reduced greatly, and enhancement of development progress of projects under construction and newly constructed projects was obvious. Exploring new business mode and vigorously promoting resource integration is another vital aspect for the Company to seek changes. During the report period, the Company split the investment property division in Shenzhen China Merchants Real Estate Co., Ltd. and established Shenzhen China Merchants Commercial Property Investment Co., Ltd., stepping key step for integrating commercial property resources under the flag, opening up nation-wide commercial property business and promoting rapid development of the Company. Under the background of continuous macro control and tightening borrowing environment, cash flow becomes an important standard for measuring the development strength of real estate enterprises. During the report period, the Company complied with the market changes, intensified research on financing channels and financial innovation products, strengthened good business relationship with financial institution cooperative partners, and actively explore 10 and tried diversified financial innovation mode; under the support of the big shareholder, it raised fund through multiple channels, reasonably planed currency type period structure of interest-bearing debt, controlled debt comprehensive cost, and guaranteed capital demand for Company operation and development. The Company paid close attention to market changes, utilized price strategy and sales promotion strategy flexibly, and adjusted sales promotion extent according to the market conditions at all time. During the report period, the Company had 24 buildings on sale in 12 cities in China, realized subscription area of 607,300 square meters and subscription amount of RMB 12.047 billion. After CM Guanyuan, Shenzhen King’s Ville and Beijing 1872 project etc. were put into the market in June, they were pursued by the market, but due to slowing down of agreement signing speed, in the first half year, the Company realized sales area of 415,800 square meters and agreement signing sales amount of RMB 6.835 billion, increasing 45% and 62% respectively compared to the same period of the previous year. The Company continued to insist on active and stable expansion strategy. In the first half year, the Company got five projects in Foshan, Wuhan and Zhenjiang etc., expanding project resource 1.03 million square meters, among which area of entitlement was 840,000 square meters. While sharing opportunities brought by market growth in first-line and second-line cities, the Company intensified expansion to third-line and fourth-line cities. Now it has entered 17 cities, and the total project resource is kept over 10 million square meters. Along with the enhancement of overall development ability, during the Company report period, there were 25 newly constructed projects, 2.07 million square meters of newly constructed area, at the end of the report period, there were 38 projects under construction and 4.51 million square meters of area under construction. 3. Forecast on the operation environment in the second half year by the Company an operation thinking of the Company. Real estate control has become a normal state, and control will inevitably be intensified. Along with large increase of market supply volume in the second half year, market competition will be very fierce. The Company will sell rapidly and realize capital withdrawal rapidly through working hard on sales of end buildings and winding up buildings, sales of projects on sale, building opening of new projects, agreement signing rate and received payments etc. In terms of new project development, besides deeply ploughing the cities that it has entered, the Company will intensify tracking on new projects in second-line and third-line cities, try to grasp the opportunity brought by promoting urbanization construction and constructing high-speed railway network in the 12th “five-year plan” of the state, bring the advantage of industrial coordinated development of China Merchants Group, and actively participate in the construction of guarantee housing in related cities. As one of the key companies in the Normative Internal Control Pioneers list recognized Shenzhen Securities Regulatory Bureau, the Company will comprehensively promote and finish establishment of risk prevention and control system, protect rapid development of the Company, continue to enhance the client service ability, deepen “Maple Leaves Act” nationwide, further enhance client satisfaction degree, with green technology research and development center as the 11 platform, accelerate promotion and application of green technology, finish construction of ERP an knowledge management system, further refinement of CRM system, achieving a new level of informative and efficient management. ⅡMain operation in the report period 1. Main business Unit: RMB’0,000 Increase or Increase or Increase or decrease decrease decrease Classified year- year- year- Operation Gross profit according to Operation cost on-year in on-year in on-year in income rate industries operation operation gross profit ncome(%) cost(%) rate(%) Development sales for real estate 712,212 353,060 50.43% 16.75% 1.11% 7.67 Rental property operation 29,458 14,820 49.69% 17.11% 11.08% 2.73 Property agency service 4,182 3,483 16.71% -16.97% -6.19% -9.57 Power & water supply for parks and communities 28,341 20,637 27.18% -11.78% -12.82% 0.86 Property management 24,983 21,414 14.29% 25.51% 29.41% -2.58 Engineering construction income 9,490 9,396 1.00% 77.88% 78.12% -0.22 ① Business division of real estate development & sales: In the reporting period, sales revenue increased 16.5% over the same period of last year, and the total gross profit rate also improved due to newly incurred revenue held relatively high profitability. ② Business division of rental property operation: In the report period, along with the rise of occupancy rate of properties such as Garden City Digital Building and 2nd phase of Technology Building, operation income increase on year-on-year basis. Because growth of operational cost in this period is slightly lower than the growth of operational income, gross profit rate in this period saw minor increase. ③ Business division of power & water supply Because water supply business was established in June 2010, during the reporting period, only power supply business was accounted. The total power sales decreased slightly comparing to the same period of last year, owing to the negative influence of restructuring of the industrial zone. ④ Property management In the reporting period, income increased significantly as a result of newly added properties under management, however the raise of labor cost compressed the gross profit margin. 12 ⑤ Engineering construction income In the report period, engineering construction income increased greatly because started projects of this period increased. 2. Main business classified according to area Unit: RMB 0,000 Yuan Area Operation income Increase or decrease year-on-year Area around Pearl River Delta 413,381 3.61% Area around Yangtze River Delta 90,389 -52.62% Area around Bohai Sea 221,372 249.77% Other areas 84,007 86.36% Total 809,149 15.90% In the report period, revenue of area around Bohai Sea increased greatly compared to the same period of the previous year due to Beijing Park 1872 etc., while operation income of Yangtze River Delta area decreased greatly for the realized sales revenue is smaller than the same period of the previous year. 3. Settlement for main real estate projects Amount for Area for settlement Project settlement (square meter) (RMB 0,000) Beijing Park1872 Phase 1 and 2 53,965 133,289 Shenzhen Buena Vista Phase 4 14,327 105,393 Zhuhai China Merchants Garden City Phase 1 76,314 81,593 Tianjin Star City 48,135 62,032 Chongqing Jiangwan City 78,145 61,047 Shenzhen Estate at waterside 30,808 39,171 Nanjing Yi Yun Xi Gu 14,325 38,030 Foshan Evian Up City 40,695 36,980 Shenzhen Mount Orchid Riverlet Phase 2 7,191 31,741 Shenzhen Mount Orchid Riverlet Phase 3 5,990 20,825 Zhangzhou China Merchants Garden City 22,040 14,052 Shanghai China Merchants Bay Garden 6,855 15,545 Shenzhen Garden City Phase 5 3,589 10,235 4. Financial condition Unit: RMB 0,000 December 31, Change Items June 30, 2011 2010 scope Reason for the difference Decreased due to NDF contract Tradable financial 264 85 211% completion of this period and market assets price fluctuation Advance payment 11,621 560 1975% Advance engineering payment increased Other current Increase of real estate sales income 155,409 98,054 58% assets caused increase of pre-paid tax Short-term loan 243,306 117,213 108% Expansion of business scale Decreased due to NDF contract Transactional 722 2,082 -65% completion of this period and market financial debt price fluctuation Bills payable - 27,562 -100% Bill due decreased Accrued Employee 10,791 20,723 -48% Decresased for paying employee salary 13 salary payable Increase of real estate sales income Tax payable 89,205 61,479 45% caused increase of tax payable Dividends payable 37,553 12,421 202% Dividend distribution increased Non current deby Long-term loan due in one year 245,836 185,642 32% due in one year 一 increased January – June January – June 2011 2010 Sales tax and Increase of real estate sales income 128,070 86,293 48% additionals caused increase of tax Sales expense 15,995 11,215 43% Business scale expanded Management 14,309 10,118 41% Business scale expanded expense Financial expense -7,228 305 -2470% Exchange rate gain increased Fair value flexible Decreased due to NDF market price loss and profit 1,588 2,992 -47% fluctuation Investment income of associated Investment gain 5,126 2,545 101% company increased Income tax 58,673 43,474 35% Profit total amount increased expense III. Investment (I) Progress and income of the project invested with raised funds In the report period, Company is using the funds raised through the 2007 non-public share offering and the 2008 public share offering. 99.6% of the non-public share offering are current in use. And 96.7% of public share offering is also in use. 1. Progress of the project invested with funds raised through the 2007 non-public share offering, and application of the proceeds: Unit: RMB’0,000 Total raised proceeds used in this period 1,919 Total proceeds raised 229,217 Total raised proceeds accumulatively used 228,331 Whether Whether Amount Whether Amount Total profit comply to comply to Commitment planned to change actually accumulatively planned input projects input realized planned income progress Purchase 5% equities of No Shenzhen China 40,000 40,000 22,270 Yes Yes Merchants Property Co., Ltd. No Purchase office building of New 88,000 88,000 8,852 Yes Note 1 Times Square Purchase land No use right of Meilun Apartment 25,000 24,114 -705 Note 2 Note 2 and develop for construction Haiyue Huating 33,000 No 33,000 18,332 Yes Yes Nanjing Xianlin (Evian No 43,217 Valley) 43,217 21,685 Yes Yes Total 229,217 228,331 70,434 Note 1: Income of RMB 12.79 million was realized by office building of New Times Notes on actual progress Square in this period. Because the actual depreciation life of the Company is shorter than the depreciation and projected income life used in the original listed company statement, annual depreciation amount of the building is RMB 7.82 14 million Yuan higher than the annual depreciation amount related to the calculated profit in the original listed company statement. Tax rate used when calculating profit in the listed company statement is 15%, income tax rate applicable to the Company in 2011 already increased to 24%, if calculating according to depreciation and tax rate caliber in the listed company statement, in the first half of 2011, profit of New Times Square was RMB 17.63 million, reaching the expected profit level. Note 2: Up till the end of the report period, Meilun Apartment had been completed and put into use, because part of the engineering fund was not paid, raised proceeds was not used up. However, because Meilun Apartment is in the early stage of business at present, occupancy rate is low, fixed expenses are large, so it is not profiting yet. Reasons on procedure Not change of change Allocation of unused The allocation of unused funds will stick to the original planning. funds 2. Progress of the project invested with funds raised through the 2008 public share offering, and application of the proceeds: (unit: RMB 0,000 Yuan) Total raised proceeds used 19,293 Total proceeds raised 577,722 in this period Total raised proceeds 558,896 accumulatively used Whethe Total Whether Whether r Amount Amount profit comply to comply to Commitment chang planned to actually accumulativ planned planned e input input ely progress income projects realized Garden City Syber Port No 22,722 22,722 1,397 Yes Note 2 Garden City Phase 5 No 22,000 22,000 20,687 Yes Yes Technology Building Phase 2 No Yes 16,000 16,000 -95 Note 3 China Merchants Square No 44,000 44,000 - Yes Note 1 Woods Apartment No 34,000 34,000 - Yes Note 1 Kings Ville No 130,000 115,936 - Note 10 Note 1 CM Guanyuan No 40,000 40,000 - Yes Note 1 CM Lanyuan No 70,000 70,000 30,196 Yes Note 4 Tianjin Star City No 60,000 60,000 26,702 Yes Note 5 CM Jiangwan City No 40,000 40,000 23,993 Yes Note 6 Evian Town phase 3 No 26,000 21,238 7,610 Note 10 Note 7 CM Nanqiao Yayuan No 35,000 35,000 18,409 Yes Note 8 CM Yong Hua Yuan No 38,000 38,000 4,139 Yes Note 9 Total 577,722 558,896 133,038 Note 1: The project didn’t realize profit. Note 2: The project was on rental in November 2009, it was making profit in 2010, and it is estimated that the internal yield can reach the expected profit. Note 3: It was completed and put into use in March 2010, it began to profit in 2011, and it is estimated that internal yield can reach the expected rate. Note 4: CM Lanyuan accumulatively carried over 99% by the end of the report period, and made a net profit of RMB301.96 million Yuan, slightly lower than the expected profit. If influence of income tax rate difference is eliminated, it can reach the expected profit. Notes on actual progress Note 5: Tianjin Star City accumulatively carried over 29% by the end of the and projected income report period, realizing net profit of RMB 267.02 million Yuan, and it is estimated that expected profit can be reached when it carries over all. Note 6: CM Jiangwan City accumulatively carried over 37% by the end of the report period, realizing net profit of RMB 239.93 million Yuan, and it is estimated that expected profit could be reached when it carries over all. Note 7: accumulative carried over sales area proportion of Evian Town Phase 3 is 100% by the end of the report period, realizing net profit of RMB 76.1 million Yuan. Evian Town phase 3 was opened for sale in August 2008, because 2008 annual economic situation is contrary to expected, actual profit of the project did 15 not reach the expected. Note 8: CM Nanqiao Yayuan accumulatively carried over 100% by the end of the report period, realizing net profit of RMB 184.09 million Yuan, basically reaching the expected profit. Note 9: CM Yonghuayuan accumulatively carried over 41% by the end of the report period, realizing net profit of RMB 41.39 million Yuan, and it is estimated that expected benefit can be reached when it carries over all. Note 10: Because up-to-position time of the raised proceeds is later than expected, use progress of the raised proceeds of such projects is later than expected. Reasons on procedure of change No Change Allocation of unused funds The allocation of unused funds will stick to the original planning. (II)Actual progress and benefit of the significant projects invested with non-raised proceeds (unit: RMB 0,000 Yuan) Investment amount Investment increased Benefit received in Project amount in Progress compared to this period this period the previous year Zhenjiang Dadong Project 305,854 - Construction started Nanjing G54 Project 187,000 - Construction started Wuhan P022 Project 41,535 - Construction started Realized gross profit Beijing Park1872 29,622 42% Completed and in partnership ofRMB 435.54 million Shenzhen Xicheng phase 4 to Phase 4 completed and in partnership, Realized gross profit 5 24,130 13% phase 5 construction started ofRMB 439.90 million Shanghai Sheshan Longyuan Project 21,177 11% Construction started Chongqing Tanzishi Project 18,766 8% Early stage planning Shenzhen Chuanqian Square 17,758 - Construction started Phase 2 and 3 completed and in Realized gross profit of Guangzhou Jinshan Valley 17,326 16% partnership, phase 4 foundation in RMB 2.22 million construction Shenzhen CM Guoling Garden 15,574 31% Main body in construction Shenzhen Yong Jing Wan 15,015 14% Structure roof sealed Realized gross profit Foshan Evian Up City 11,631 6% Part completed and in partnership of RMB 7.81 million Nanjing G67 Project 11,517 8% Main body in construction Beijing Xicheng Homestead Phase 1 completed and in partnership, Realized gross profit and Longyuan Project 10,933 7% phase 2 in main body construction of RMB 11.92 million Phase 1, 2 and 3 completed and in Realized gross profit of Suzhou Xiaoshi City 10,143 8% partnershio, phase 4 in main body RMB 26,12 million construction Zhuhai CM Garden City phase Realized gross profit 1 9,339 17% Completed and in partnership of RMB 292.02 million Zhuhai CM Garden City phase 2 to 3 9,322 15% Main body in construction Shenzhen Lanxi Valley phase Realized gross profit 3 8,463 41% Completed and in partnership of RMB 71.30 million Tianjin Yong Hua Fu Project 7,840 10% Main body in construction Foshan Evian Tianhui 7,293 6% Foundation in construction Shenzhen Jingshan phase 9 6,341 752% Foundation in construction Shanghai CM Bay Garden 6,099 8% Main body in construction Foshan Evian Xicheng 5,799 8% Main body in construction Chongqing CM Garden City 5,449 4% Foundation in construction Chengdu CM Yong Hua Fu (former Chengdu Chenghua District Zhaojue Temple South 5,392 3% Construction started Road Project) Xiamen Jimei P08 Project 5,385 5% Foundation in construction Zhangzhou Cadaques Project 5,345 8% Foundation in construction 16 Shanghai Haide Garden phase 2 and 4 4,765 6% Construction started Beijing Conrad Hotel 4,500 9% Main body in construction Xiamen Jimei P01 project 4,195 4% Foundation in construction Chengdu East City International Business Square 4,076 17% Foundation in construction Shenzhen Seaworld Hotel 3,868 567% Construction started Realized gross profit of Zhangzhou CM Garden City 2,048 14% Phase 1 completed and in partnership RMB 40.76 million (III) Companies newly invested 1. In January 2011, subsidiary company of the Company China Merchants Property (Nanjing) Co., Ltd. invested to establish Nanjing China Merchants Ruisheng Real Estate Co., Ltd., registered capital of the company was RMB 30 million, the Company indirectly holds 100% shares of it, and includes it in the consolidated financial statement. 2. In February 2011, the Company invested to establish China Merchants Property (Wuhan) Co., Ltd., registered capital of the company was RMB 30 million, the Company holds 100% shares of it, and includes it in the consolidated financial statement. 3. In March 2011, the Company invested to establish China Merchants Property (Zhenjiang) Co., Ltd., registered capital of the company was RMB 50 million, the Company holds 100% shares if it, and includes it in the consolidated financial statement. 4. In May 2011, the Company invested to establish Zhenjiang Yingsheng Real Estate Development Co., Ltd., registered capital of the Company was U.S. dollar 93 million, the Company directly and indirectly holds 100% shares of it, and includes it in the consolidated financial statement. 5. In June 2011, the Company invested to establish Shenzhen China Merchants Commercial Property Investment Co., Ltd., registered capital of the Company was RMB 200 million, the Company held 100% shares of it, and includes it in the consolidated financial statement. IV. Modification plan for the operation plan for the later half year N/A Chapter 6 Significant Events Ⅰ. Corprate governance condition During the report period, the company insisted on complying with the requirements of securities laws and regulations such as Company Law, Securities Law and Code of Corporate Governance for Listed Companies, continuously perfected the Company legal person governance structure, standardized Company operation, optimize internal control system, so as to continuously enhance the Company governance level an strengthen scientificalness of decision-making. The Company has always been focusing on the perfection and standardization of internal control. The Company deeply knows that perfecting internal control system is the important guarantee for the enterprise to tamping development foundation; enhance ability and level of preventing and resisting risks. When Enterprise Internal Control Basic Criterion released by five ministries and commissions such as the Ministry of Finance etc. began to be 17 implemented, the Company arranged relative work, with the help of Company processes reconstruction, according to the requirements of Enterprise Internal Control Basic Criterion, the Company conducted comprehensive combing to the internal control system and all rules and regulations, revised, supplemented and perfected the internal control system in time. During the report period, the Company was nominated as one of the 26 key listed companies that are pioneers of internal control implementation criterion in Shenzhen. According to the requirements of Enterprise Internal Control Basic Criterion and Enterprise Internal Control Matching Guidance issued by the five ministries an commissions such as the Ministry of Finance etc. and Notice about Getting to one Work about Pilot of Internal Control Criterion for Listed Companies in Shenzhen, in order to guarantee smoothly developing work related to internal control, the Company attached great importance, established internal control criterion work group in March 2011, and Chairman and General manager served as the leader and vice leader of the work group. As the leading department of internal control criterion, the Law Department coordinated with Company Enterprise Management Department, Finance Department, Human Resources Department, Office, Information Technology Department, Chairman’s Secretary Office, and Auditing Department to develop organization internal control construction work. At the same time, the Company invited specialized consultation institution with rich experiences to assist the Company combing, constructing and perfecting internal control overall structure, help the Company identify weak links and main risks existing in internal control, design key processes and content of design control pointedly and assist the Company developing internal control and self-evaluation work. Ⅱ. Execution of profit distribution plan for year 2010 The proposal of profit distribution in 2010 was approved at the Annual General Meeting 2010 held on April 12, 2011. According to 10% of the net profit of the parent company RMB 1,136,695,740, statutory surplus capital reserve RMB 113,669,574 was withdrew; Taking the total capital shares 1,717,300,503 shares as of year-end as the radix, cash RMB 1.2 (tax included) would be sent for each 10 shares, that was to say, RMB 206,076,060 cash dividend would be sent. The residual undistributed profit RMB 4,184,330,333 was retained to the next report year. The Company did not conduct converting capital reserve into share capital this year. The Company issued the Announcement on Dividend Distribution and Implementation of Converting Capital Reserve into Share Capital of 2010 on China Securities Journal, Securities Times, Shanghai Securities News, Hong Kong Wen Wei Po and http://www.cninfo.com.cn on July 6, 2010. A share equity registration day would be June 2, 2011, and the ex-interest day would be June 3, 2011 (Final transaction day of B shares would be June 2, 2011, ex-interest day would be June 3, 2011, and B share equity registration day would be June 8, 2011). Up till the disclosure date of this report, carry out of the above-mentioned dividend and interest distribution scheme has been completed. 18 Ⅲ. Profit distribution plan of semi-annual 2011 Neither profit distribution nor converting capital reserve into share capital will be implemented for semi-annual 2011. Ⅳ. Material Lawsuits and Arbitration The Company has not involved in any material lawsuit or arbitration in the report period. Ⅴ. Status of shareholding in other listed companies N/A Ⅵ. Material purchase, sale or asset restructuring In the report period, the Company did not have material purchase, sale or asset restructuring. Ⅶ. Major related transactions 1. Related transactions concerning daily operation (1) Shenzhen China Merchants Power Supply Co., Ltd. supplies power to its controlling shareholder Shekou Industrial Zone and its subsidiaries. Utility bills Calculated and charged according to the regulations of Bureau of Commodity Price. As part of the power bills of related transaction were calculated and billed by other property management companies, the related power transaction is untraceable. (2) Related transactions concerning land use The facilities, equipments, and office locations of supplying electricity and water business of the Company were located in Shekou. Most of the leasing properties in real estate business were built in Shekou. Therefore, the Company and the subsidiaries engaging in aforementioned business have rented land of Shekou Industrial Zone since they were founded. In the report period, land using expenses of the Company and controlling subsidiaries paid to Shekou Industrial Zone totaled to RMB 11.68 million. (3) Guarantee and assurance A. Up till June 30, 2011, condition of associated party providing bank loan guarantee for the Company and its subsidiaries is as follows: Name of the associated party Guaranteed party Guarantee amount Shekou Industrial Zone The Company RMB 940,000,000 Shenzhen China Merchants RMB Shekou Industrial Zone 78,000,000 Property China Merchants Group The Company RMB 2,000,000,000 Dafeng Co., Ltd. Hong Kong Eureka USD 50,000,000 China Merchants Group (Hong USD Hong Kong Eureka 297,000,000 Kong) Co., Ltd. B. The wholly owned subsidiary company of Shekou Industrial Zone – Top Chief Ltd. provided liquidation guarantee for long-term foreign exchange business engaged in ING Bank N.V., Hong Kong Branch of the Company’s 19 subsidiary-Hong Kong Eureka. (4) Rental income Accumulated in this term Accumulated in the same period of the previous year RMB Yuan RMB Yuan China Merchants Shekou Industrial Zone Co., Ltd. 5,317,001 5,946,918 China Merchants International (China) Investment Co., Ltd. 2,263,627 2,266,634 China Merchants International Information Technology Co., Ltd. 589,056 - Shenzhen Beike Venture Co., Ltd. 333,330 335,000 China Merchants Group Shenzhen Major Projects Coordination Office 250,542 - Shenzhen China Merchants International Ship Agency Co., Ltd. 218,963 - Shenzhen China Merchants Landmark Co., Ltd. - 1,076,120 __________ China Merchants Logistics Holding Co., Ltd. - __________ 763,896 Total 8,972,519 10,388,568 __________ __________ __________ Proportion accounting for in the rental income of the report period 3.05% 4.13% The above mentioned rental income is the building rental fee that subsidiary company of the Company, Shenzhen China Merchants Commercial Property Investment Co., Ltd. collected from the related parties such as Shekou Industrial Zone etc., and the transaction is conducted according to the agreement price. 2. Other related transactions Up till June 30, 2011, subsidiary of the Company China Merchants Construction altogether undertook general contracting engineering of Front Bay Garden phase 1 to 4 invested by Shenzhen China Merchants Front Bay Property Co., Ltd. (hereinafter referred to as “China Merchants Front Bay Property”) indirectly controlled by Shekou Industrial Zone. Phase 1 and 2 engineering contract prices are estimated to be RMB 140.62 million and RMB 117.81 million, and now the two projects have been completed and accepted and are entering completion settlement stage. Phase 3 and 4 engineering contract prices are estimated to be RMB 69.83 million and RMB 65.35 million. So far progress of the two projects is normal, and under estimation civil engineering operation can be finished by the end of this year. China Merchants Construction can get general contracting management fee of 1% of the total contracting price. China Merchants Construction undertaking Front Bay Garden engineering of China Merchants Front Bay Property can accumulate housing construction achievment; create conditions for the Company promoting qualification as soon as possible, thus better meeting development demand of the Company, meeting the overall interest of the Company. 3. Credit, debts between the Company and associated parties at the report period-end Item name Associated party June 30, 2011 December 31, 2010 Other account Foshan China Merchants Longyuan receivable 672,924,122 - Real Estate Co., Ltd. Other account Shenzhen TCL Optical- Electronics receivable Technologies Ltd. 227,159,525 291,155,457 Other account China Merchants Guangming Science receivable - 13,960,000 Park Co., Ltd. 20 Long-term account Huizhou Taitong Property Investment Co., Ltd. 141,577,000 134,579,000 receivable Account payable China Merchants Shekou Industrial Zone Co., Ltd. 111,751,800 - Other account payable China Merchants Zhangzhou Development Zone Co., Ltd. 393,929,535 393,929,535 Other account payable Shenzhen Nanshan Real Estate 259,201,912 344,987,895 Development Co., Ltd. Other account payable Shenzhen Shekou Dazhong Investment Co., Ltd 138,235,302 138,235,302 Other account payable China Merchants Guangming Science 74,095,728 1,055,028 Park Co., Ltd. Other account payable CM Financing 71,770,000 53,440,000 Other account payable Shenzhen CM Landmark Co., Ltd. 693,279 1,838,494 Other account payable China Merchants Hanghua Technologies and Trade Center Co., Ltd. 528,151 528,151 Other account payable Tianjin Xinhai Real Estate Development Co., Ltd. - 133,081,399 Other account payable Shenzhen CM Landmark Co., Ltd. 1,200,000 1,200,000 Dividend payable Shenzhen Nanshan Real Estate 39,604,987 39,604,987 Development Co., Ltd. __________ The aformentioned issues had no major influences on the Company. Ⅷ. Significant contracts and execution 1. In the report period, there were no other significant trusts, contracts or lease events. 2. Execution of significant contracts in the report period: In the report period, the Company signed bank loan contracts with Bank of China, Agricultural Bank of China and China Merchants Bank etc. in succession, up till the end of the report period, the sum of loans contracted equals to RMB 20.168 billion Yuan 3. Capital occupation by associated parties and guarantee issues (1) Capital occupation by associated parties According to the requirements of regulations on Capital Flow between the Listed Companies and Associated parties as well as on External Guarantee of Listed Companies ruled by CSRC, the Company made internal inspection on the current fund with the associated parties and external guarantee and report to Shenzhen Securities Regulatory Bureau. Relevant details were as follows: Accounting Relationship items Name of the Amount at Amount in Amount in with the calculated by Reason Nature parties period begin this period period end Company listed company Foshan China Merchants Associated Other accont Current Non-operational Longyuan Real company receivable - 672,924,122 672,924,122 fund occupancy Estate Co., Ltd. Shenzhen TCL Associated Other accont Current Non-operational Optical- Electronics company receivable 291,155,457 63,995,932 227,159,525 fund occupancy Technologies Ltd. Huizhou Taitong Long-term Current Non-operational Property Investment Joint venture accont 134,579,000 6,998,000 141,577,000 fund occupancy Co., Ltd. receivable (2) Guarantee issues 21 Up till June 30, 2011, external guarantee sum of the Company and its holding subsidiary companies (excluding sales mortgage guarantee provided by the subsidiary company to the client) was RMB 1840.65 million, accounting for 10.11% of the parent company shareholders’ net assets after the latest audit report, and the guarantee issue is the guarantee provided by the Company for bank loan of the subsidiary company. There was no overdue guarantee amount, litigated guarantee amount or any loss that should be accounted for the guarantee due to lawsuit. Up till June 30, 2011, the Company continued to provide interim guarantee for purchasers of commercial properties within the period from the date the bank offering the loan to the date the bank finalizing the Property Ownership Certificate. If the purchaser doesn’t fulfill the responsibility to the debtor in the aforesaid period, the Company is entitled to take back the sold properties, so the guarantee would not cause actual loss of the Company. At the end of the period, the Company provided a total guarantee amount of RMB 74.89 millions. In the report period, besides the above-mentioned guarantee issues, the Company and the Company held subsidiaries do not have other external guarantee and has not provided guarantee for the shareholder, actual controller and its associated parties. 4. Special statements and independent opinions of the independent directors regarding capital occupation by the associated parties and providing of external guarantees. Independent Directors of the Company – Meng Yan, Chen Yanping, Gong Xinglong and Chai Qing checked the conditions of capital occupation by controlling shareholders and associated parties and providing of external guarantees, comment that: The Company that provides development fund for joint venture as shares holding proportion and provide loan guarantees for subsidiaries as shares holding proportion meets the demands of normal operation and rational use of fund. Decision-making procedures are in accordance with laws and regulations without jeopardizing shareholders’ interests. 5. In the report period, there was none occurrence of the Company entrusting other parties to conduct cash assets management. Ⅸ. Inspections, visits and interviews received and communication functions held during the report period are as follows: During the reporting period, the Company treats every individual investor with fairness, equitableness and good will throughout all receptions on inspections, visits and interviews, maintaining a consistent fine relationship with our investors. We strictly followed the Directory to Fair Disclosure of Public Listed Companies and Guidelines to Reception and PR Rules, and had suspended any forms of reception one month before semi-annual report disclosure. Inspections, visits and interviews received during the reporting period are as follows: Content Reception discussed and Reception date Reception way Object received place information provided Hong January 6, 2011 Strategic seminar ICBC Credit Suisse Kong Hong January 7, 2011 Strategic seminar JEFFERIES Kong January 10, 2011 Shekou, Field Client of CITIC securities 22 Shenzhen investigation Shekou, Telephone January 11, 2011 Investor Shenzhen inquiry Shekou, Telephone ① January 13, 2011 Investor Shenzhen inquiry Introducing January 18, 2011 Shanghai Field inspection UBS operation of Shekou, the Company January 26, 2011 Field inspection JEFFERIES Shenzhen ② Shekou, Discussing February 16, 2011 Field inspection United securities Shenzhen the industry Shekou, development; February 16, 2011 Field inspection Dacheng Fund Shenzhen ③ Providing Shekou, the February 17, 2011 Written inquiry Investor Shenzhen information Shekou, announced February 18, 2011 Field inspection Client of Deutsche Bank Shenzhen and brochure Shekou, for projects February 21, 2011 Field inspection Client of Haitong Securities Shenzhen of the Shekou, Telephone Company. March 9, 2011 Investor Shenzhen inquiry ④ Visiting Shekou, Telephone the Company March 14, 2011 Investor Shenzhen inquiry on-sale Shekou, Investment 40 institutions such as Guotai Junan, buildings, March 21, 2011 Shenzhen discussion forum CICC and CITIC etc. and providing Shekou, Telephone building sales April 6, 2011 Investor brochure. Shenzhen inquiry Shekou, Telephone April 8, 2011 JEFFERIES Shenzhen inquiry April 12, 2011 Tianjin Field inspection Client of Pingan Securities Shekou, Telephone April 22, 2011 Investors Shenzhen inquiry April 25, 2011 Wuhan Field inspection Shenyin Wanguo strategy meeting Shekou, Telephone April 27, 2011 JEFFERIES Shenzhen inquiry Shekou, May 2, 2011 Field inspection CITIC Securities Shenzhen Shekou, May 3, 2011 Field inspection Goldman Sachs-Gaohua Shenzhen Shekou, May 5, 2011 Field inspection Guangfa Funds Shenzhen Shekou, Telephone May 9, 2011 JEFFERIES Shenzhen inquiry Shekou, First Capital Securities, Goldstate May 11, 2011 Field inspection Shenzhen Securities, Guangzhou Securities Shekou, May 13, 2011 Field inspection Capital World Investor Group Shenzhen Shekou, May 16, 2011 Field inspection Yuanta Securities Shenzhen Shekou, Project China Merchants Securities, Houde May 18, 2011 Shenzhen inspection Investment,Shuimutong Investment Shekou, Pingan Securities, Yinhua Fund, May 19, 2011 Field inspection Shenzhen Dacheng Fund Shekou, May 19, 2011 Field inspection E Fund Shenzhen Shekou, May 19, 2011 Field inspection Client of Shenyin Wanguo Shenzhen Shekou, May 20, 2011 Field inspection Credit Suisse Shenzhen Shekou, May 25, 2011 Field inspection Huatai United, GTJA Allianz Funds Shenzhen 23 Shekou, May 25, 2011 Field inspection First capital securities Shenzhen Shekou, Telephone June 7, 2011 JEFFERIES Shenzhen inquiry Orient Securities June 8, 2011 Beijing Orient securities Strategic seminar Shekou, June 14, 2011 Field inspection Goldstate Securities Shenzhen China Merchants June 16, 2011 Shenzhen Securities China Merchants Securities Strategic seminar Pingan Securities June 16, 2011 Shenzhen Pingan Securities Strategic seminar Shekou, June 20, 2011 Field inspection Penghua Fund Shenzhen Shekou, June 20, 2011 Field inspection Huatai Group Shenzhen Shekou, Telephone June 21, 2011 Individual investor Shenzhen inquiry Shekou, June 22, 2011 Field i inspection CITIC securities Shenzhen Shekou, Telephone June 22, 2011 Guotai Junan Shenzhen inquiry Shekou, Telephone June 22, 2011 Orient Securities Shenzhen inquiry Shekou, Telephone June 22, 2011 Chang Xin Asset Management Shenzhen inquiry Shekou, June 23, 2011 Field inspection Orient Securities Shenzhen Shekou, Telephone June 23, 2011 JEFFERIES Shenzhen inquiry UBS Strategic June 23, 2011 Qingdao UBS seminar BOC June 23, 2011 Taiyuan international BOC international Strategic seminar Credit Suisse June 23, 2011 Chongqing Credit Suisse Strategic seminar Shekou, June 24, 2011 Field inspection Chang Xin Asset Management Shenzhen June 25, 2011 Beijing Field inspection Guotai Junan Shekou, Telephone June 28, 2011 China Investment Securities Shenzhen inquiry Shekou, June 29, 2011 Field inspection Minsheng Securities Shenzhen Shekou, Telephone June 30, 2011 Goldmand Sachs Gaohua Shenzhen inquiry Shekou, Telephone June 30, 2011 Guotai Junan Shenzhen inquiry CITIC securities June 30, 2011 Chengdu CITIC Securities Strategic seminar Ⅹ. Fulfill of commitment made by shareholders with holding 5% or more Subsidiary company of the Company Shenzhen China Merchants Real Estate (short for “CMPD Shenzhen”) indirectly participated in the investment and construction of Shenzhen Jingyuan Building in the previous year. Due to the subsequent bankruptcy of the previous project developer, CMPD Shenzhen 24 undertook the settlement of Jingyuan Building project (sales and registration of property rights etc.), entrusted by the project settlement authorities. Since the bankrupted developer hadn’t contributed to building maintenance fund of Jingyuan Building, CMPD Shenzhen recovered the fund of RMB 1,277,096.68 for the project in the name of the original developer according to the investment share of Jingyuan Building project indirectly held by it on July 7, 2011. Ⅺ. In the report period, there was no criticism or condemnation targeting the Company, the Board of Directors, or the directors. N/A Ⅻ. Appointment or dismissal of CPAs On April 12, 2011, Shareholders’ General Meeting of 2010 of the Company approved relevant proposal on continuing hiring Deloitte Touche Tohmatsu Certified Public Accountants Ltd. as external audit institution. ⅩⅢ. Other significant events Subsidiary companies of the Company Shenzhen China Merchants Real Estate indirectly participated in the investment and construction of Shenzhen Jingyuan Building in the previous year. Due to the subsequent bankruptcy of the previous project developer, Shenzhen China Merchants Property undertook the settlement of Jingyuan Building project (sales and registration of property rights etc.), entrusting by the project settlement authorities. Since the bankrupted developer hadn’t contributed to building maitenance fund of Jingyuan Building, Shenzhen China Merchants property recovered the fund of RMB 1,277,096.68 for the project in the name of the original developer according to the investment share of Jingyuan Building project indirectly held by it on July 7, 2011. Chapter 7. Financial Report (unaudited) The Semi-annual Financial Report of the Company is not audited.For the details, please refer to Appendix (Interim Financial Report 2011) Chapter 8. Documents Available for Reference Ⅰ. Financial statements carrying the signatures and seals of Legal Representative, Person in Charge of Accounting Works and Person in Charge of Accounting Department; Ⅱ. Originals of all disclosed documents and notices published on newspapers authorised by CSRC in the first half of 2011; The Board of Directors of China Merchants Property Development Co., Ltd. August 9, 2011 25 26 China Merchants Property Development Co., Ltd. Financial Statements The period from January 1, 2011 to June 30, 2011 27 China Merchants Property Development Co., Ltd. Financial Statements The period from January 1, 2011 to June 30, 2011 Contents Page Balance Sheet of the Company and Consolidated 29 - 30 Income Statement of the Parent Company and Consolidated 31 - 32 Cash Flow Statement of the Company and Consolidated 33 - 35 Change in Shareholders’ Equity, the Company and Consolidated 36 - 37 Notes to Financial Statements 38 - 154 28 China Merchants Property Development Co., Ltd. The period from January 1, 2011 to June 30, 2011 Consolidated Balance Sheet RMB Yuan Balance at the end of Balance at the beginning of Balance at the end of Balance at the beginning of Items Note term term Items Note term term Current asset: Current liabilities Monetary capital (V)1 8,967,712,438 9,676,385,052 Short-term loans (V)16 2,433,062,956 1,172,132,283 Transactional financial assets (V)2 2,640,628 846,539 Trade off financial liabilities (V)2 7,218,100 20,824,615 Account receivable (V)3 88,878,553 102,603,093 Notes payable (V)17 - 275,616,189 Prepayment 116,205,959 5,598,968 Account payable (V)18 4,922,342,738 4,757,667,163 Other account receivable (V)4 4,276,608,466 4,144,714,137 Prepayment received (V)19 11,948,189,849 11,268,654,826 Inventories (V)5 44,470,273,077 38,699,347,411 Employees’ wage payable (V)20 107,910,392 207,232,511 Non-current asset due in 1 year 969,987 936,793 Tax payable (V)21 892,048,600 614,789,018 Other current asset (V)6 1,554,093,471 980,538,674 Interest payable (V)22 84,337,866 109,123,639 Dividend payable (V)23 375,533,977 124,209,948 Other account payable (V)24 6,347,908,156 5,743,381,514 Non-current liability due in 1 year (V)26 2,458,362,972 1,856,422,159 Other current liability (V)27 2,432,328,579 2,357,741,683 Total current asset 59,477,382,579 53,610,970,667 Total current liability 32,009,244,185 28,507,795,548 Non-current assets Non-current liabilities Long-term receivable (V)7 1,297,613,656 1,260,737,445 Long-term borrowings (V)28 10,829,222,300 9,995,835,344 Long-term share equity (V)8,9 764,694,976 597,610,091 Long-term payable (V)29 72,703,760 58,587,176 investment Investment properties (V)10 3,362,465,250 3,438,215,323 Expectible liabilities (V)25 102,501,835 106,289,589 Fixed assets (V)11 255,945,948 260,939,762 Differed income tax liability (V)14 - - Construction in process (V)12 36,085,981 23,327,061 Other non-recurring liabilities (V)30 3,816,700 3,816,700 Long-term amortizable expenses (V)13 164,590,917 165,985,049 Total non-current liabilities 11,008,244,595 10,164,528,809 Differed income tax asset (V)14 344,467,592 460,455,365 Total liability 43,017,488,780 38,672,324,357 Total non-current assets 6,225,864,320 6,207,270,096 Shareholders’ equity - Share capital (V)31 1,717,300,503 1,717,300,503 Capital reserves (V)32 8,478,831,944 8,484,453,421 Surplus reserves (V)33 899,462,584 899,462,584 Retained profit (V)34 8,203,418,576 6,940,907,225 Different of foreign currency translation 169,776,525 165,308,103 Total shareholders’ equity attributable to the parent 19,468,790,132 18,207,431,836 company Minor shareholders’ equity 3,216,967,987 2,938,484,570 Total shareholders’ equity 22,685,758,119 21,145,916,406 Total assets 65,703,246,899 59,818,240,763 Total owners’ equity and liabilities 65,703,246,899 59,818,240,763 The Notes to the Financial Statements are essential parts of the Financial Statements The Financial Statements presented on page 2 to 107 are signed by the following persons: _______________________ ____________________________ _________________________ Legal representative Financial superior Head of accounting dept. 29 China Merchants Property Development Co., Ltd. The period from January 1, 2011 to June 30, 2011 Balance Sheet of the Company RMB Yuan Items Note Balance at the end of term Balance at the beginning of term Items Note Balance at the end of term Balance at the beginning of term Current asset: Current liabilities Monetary capital 2,262,424,051 3,701,866,661 Short-term loans (XII)3 2,216,506,000 998,021,500 Prepayments 232,797 - Employees’ wage payable 207,258 5,371,108 Dividend receivable 1,986,481,527 2,169,117,072 Tax payable 14,222,374 5,240,509 Other account receivable (XII)1 22,503,788,230 19,692,350,788 Interest payable 23,139,307 83,065,942 Total current asset 26,752,926,605 25,563,334,521 Dividend payable 87,755,772 - Other account payable 6,231,964,635 5,825,384,664 Non-current liability due in 1 year (XII)4 864,716,000 500,000,000 Other current liability - - Total current liability 9,438,511,346 7,417,083,723 Non-current assets Non-current liabilities Available-for-sale financial asset - - Long-term borrowings (XII)5 6,412,228,000 6,783,316,000 Long-term receivable 1,007,059,987 981,013,052 Differed income tax liability - - Long-term share equity investment (XII)2 3,720,267,935 3,538,956,943 Total non-current liabilities 6,412,228,000 6,783,316,000 Fixed assets 377,924 367,487 Total liability 15,850,739,346 14,200,399,723 Long-term amortizable expenses - - Shareholders’ equity Total non-current assets 4,727,705,846 4,520,337,482 Share capital 1,717,300,503 1,717,300,503 Capital reserves 8,927,054,193 8,927,054,193 Surplus reserves 848,511,191 848,511,191 Retained profit 4,137,027,218 4,390,406,393 Total shareholders’ equity 15,629,893,105 15,883,272,280 Total assets 31,480,632,451 30,083,672,003 Total owners’ equity and liabilities 31,480,632,451 30,083,672,003 30 China Merchants Property Development Co., Ltd. The period from January 1, 2011 to June 30, 2011 Consolidated Income Statement RMB Yuan Amount of the same period Items Note Amount of the Current Term of last year I. Total revenue (V)35 8,091,485,144 6,981,153,925 Incl. Business income 8,091,485,144 6,981,153,925 II. Total business cost 5,752,879,119 5,206,663,811 Incl. Business cost (V)35 4,241,421,711 4,127,363,733 Business tax and surcharge (V)36 1,280,704,062 862,925,247 Sales expense 159,949,829 112,145,064 Administrative expense 143,092,729 101,179,394 Financial expenses (V)37 (72,284,595) 3,053,234 Asset impairment loss (V)40 (4,617) (2,861) Plus: Income from change of fair value (V)38 15,884,266 29,917,874 Investment income (V)39 51,262,110 25,453,954 Incl. Investment gains from affiliates 45,609,319 (592,236) III. Business profit 2,405,752,401 1,829,861,942 Plus: Non business income (V)41 3,359,735 8,910,241 Less: Non-business expenses (V)42 2,647,164 5,103,685 Incl. Loss from disposal of non-current assets 442,593 276,647 IV. Gross profit 2,406,464,972 1,833,668,498 Less: Income tax expenses (V)43 586,733,180 434,742,205 V. Net profit 1,819,731,792 1,398,926,293 Net profit attributable to the owners of parent co. 1,468,587,411 1,050,179,281 Minor shareholders’ equity 351,144,381 348,747,012 VI. Earning per share (I) Basic earnings per share (V)44 0.8552 0.6115 (II) Diluted earnings per share (V)44 0.8552 0.6115 VII. Other misc. incomes (V)45 (1,153,055) 38,546,181 VIII. Total misc. incomes 1,818,578,737 1,437,472,474 Total misc gains attributable to the parent company 1,467,434,356 1,072,475,141 Total misc gains attributable to the minor shareholders 351,144,381 364,997,333 31 China Merchants Property Development Co., Ltd. The period from January 1, 2011 to June 30, 2011 Income Statement of the Company RMB Yuan Amount of the same period of Items Note Amount of the Current Term last year I. Turnover - - Less: Operation cost - - Business tax and surcharge - - Sales expense - - Administrative expense 12,926,397 9,215,964 Financial expenses 54,209,759 (14,086,134) Asset impairment loss - - Plus: Income from change of fair value - - Investment income (XII)6 19,847,934 20,005,859 Incl. Investment gains from affiliates (2,734,008) (2,403,251) II. Operation profit (47,288,222) 24,876,029 Plus: Non business income - - Less: Non-business expenses - - Incl. Loss from disposal of non-current assets - - III. Total profit (47,288,222) 24,876,029 Less: Income tax expenses 14,893 6,001,441 IV. Net profit (47,303,115) 18,874,588 V. Earnings per share (I) Basic earnings per share Not applicable Not applicable (II) Diluted earnings per share Not applicable Not applicable VI. Other misc gains - (650,978) VII. Total integrated income (47,303,115) 18,223,610 32 China Merchants Property Development Co., Ltd. The period from January 1, 2011 to June 30, 2011 Consolidated Cash Flow Statement RMB Yuan Items Note Amount of the Current Term Amount of the same period of last year I. Net cash flow from business operation Cash received from sales of products and providing of services 8,808,595,910 5,779,743,718 Tax returned 801 15,311,948 Other cash received from business operation (V)46(1) 2,399,907,299 1,457,432,262 Sub-Total cash inflow from business activities 11,208,504,010 7,252,487,928 Cash paid for purchasing of merchandise and services 9,336,184,478 6,182,133,125 Cash paid to staffs or paid for staffs 490,222,480 367,569,007 Taxes paid 2,302,125,348 1,621,816,124 Other cash paid for business activities (V)46(2) 2,104,914,475 1,079,518,973 Sub-Total cash outflow from business activities 14,233,446,781 9,251,037,229 Cash flow generated by business operation, net (3,024,942,771) (1,998,549,301) II. Cash flow generated by investing Cash received from investment retrieving - - Cash received as investment gains 724,434 - Net cash retrieved from disposal of fixed assets, intangible assets, and other 22,752 33,971 long-term assets Net cash received from disposal of subsidiaries or other operational units - - Other investment-related cash received (V)46(3) - 12,887 Sub-Total cash inflow due to investment activities 747,186 46,858 Cash paid for purchasing of fixed assets, intangible assets and other 22,562,917 6,321,512 long-term assets Cash paid as investment 127,821,477 28,125,469 Net cash received from subsidiaries and other operational units - - Other cash paid for investment activities (V)46(4) 22,597,418 - Sub-Total cash outflow due to investment activities 172,981,812 34,446,981 Net cash flow generated by investment (172,234,626) (34,400,123) III. Cash flow generated by financing Cash received as investment 51,250,000 475,673,905 Incl. Cash received as investment from minor shareholders 51,250,000 475,673,905 33 China Merchants Property Development Co., Ltd. Cash received as loans 4,240,989,406 5,730,487,074 SubTotal cash inflow from financing activities 4,292,239,406 6,206,160,979 Cash to repay debts 1,445,159,864 1,507,153,645 Cash paid as dividend, profit, or interests 638,348,637 239,851,792 Incl. Dividend and profit paid by subsidiaries to minor shareholders 279,455,136 61,556,629 Other cash paid for financing activities - 882,889,738 SubTotal cash outflow due to financing activities 2,083,508,501 2,629,895,175 Net cash flow generated by financing 2,208,730,905 3,576,265,804 IV. Influence of exchange rate alternation on cash and cash equivalents (18,808,577) (3,610,150) V. Net increase of cash and cash equivalents (1,007,255,069) 1,539,706,230 Plus: Balance of cash and cash equivalents at the beginning of term (V)47(2) 8,914,595,308 8,775,661,067 VI. Balance of cash and cash equivalents at the end of term (V)47(2) 7,907,340,239 10,315,367,297 34 China Merchants Property Development Co., Ltd. The period from January 1, 2011 to June 30, 2011 Cash Flow Statement of the Company RMB Yuan Amount of the same period of Items Note Amount of the Current Term last year I. Net cash flow from business operation Other cash received from business operation 318,519,847 552,707,036 Sub-Total cash inflow from business activities 318,519,847 552,707,036 Cash paid to staffs or paid for staffs 8,657,061 5,860,756 Taxes paid 642,724 5,024,297 Other cash paid for business activities 2,705,554,780 2,277,673,432 Sub-Total cash outflow from business activities 2,714,854,565 2,288,558,485 Cash flow generated by business operation, net (2,396,334,718) (1,735,851,449) II. Cash flow generated by investing Cash received from investment retrieving - - Cash received as investment gains 182,635,544 - Net cash received from disposal of subsidiaries or other operational units - - Sub-Total cash inflow due to investment activities 182,635,544 - Cash paid for construction of fixed assets, intangible assets and other long-term assets 9,400 40,900 Cash paid as investment 184,045,000 10,000,000 Sub-Total cash outflow due to investment activities 184,054,400 10,040,900 Net cash flow generated by investment (1,418,856) (10,040,900) III. Cash flow generated by financing Cash received as loans 2,331,076,500 1,318,282,000 SubTotal cash inflow from financing activities 2,331,076,500 1,318,282,000 Cash to repay debts 1,098,021,500 627,909,000 Cash paid as dividend, profit, or interests 274,296,425 124,762,027 SubTotal cash outflow due to financing activities 1,372,317,925 752,671,027 Net cash flow generated by financing 958,758,575 565,610,973 IV. Influence of exchange rate alternation on cash and cash equivalents (447,611) (416,613) V. Net increase of cash and cash equivalents (1,439,442,610) (1,180,697,989) Plus: Balance of cash and cash equivalents at the beginning of term 3,701,866,661 6,268,540,841 VI. Balance of cash and cash equivalents at the end of term 2,262,424,051 5,087,842,852 35 China Merchants Property Development Co., Ltd. The period from January 1, 2011 to June 30, 2011 Consolidated Statement of Change in Shareholders’ Equity RMB Yuan Amount of the Current Term Amount of Last Year Shareholders’ equity attributable to the parent company Minor Shareholders’ equity attributable to the parent company shareholders’ Total shareholders’ Minor shareholders’ Total shareholders’ Items Share capital Capital reserves Surplus reserves Retained profit Others equity equity Share capital Capital reserves Surplus reserves Retained profit Others equity equity 785,793,01 5,214,909,61 I. Balance at the end of last year 1,717,300,503 8,484,453,421 899,462,584 6,940,907,225 165,308,103 2,938,484,570 21,145,916,406 1,717,300,503 8,487,926,904 72,806,727 2,023,299,723 18,302,036,477 0 0 Plus: Change of accounting policy - - - - - - - - - - - - - - Correcting of previous errors - - - - - - - - - - - - - - Others - - - - - - - - - - - - - - II. Balance at the beginning of 785,793,01 5,214,909,61 current year 1,717,300,503 8,484,453,421 899,462,584 6,940,907,225 165,308,103 2,938,484,570 21,145,916,406 1,717,300,503 8,487,926,904 72,806,727 2,023,299,723 18,302,036,477 0 0 III. Changed in current term - (5,621,477) - 1,262,511,351 4,468,422 278,483,417 1,539,841,713 - (3,473,483) 113,669,574 1,725,997,615 92,501,376 915,184,847 2,843,879,929 (I) Net profit - - - 1,468,587,411 - 351,144,381 1,819,731,792 - - - 2,011,397,239 - 472,589,734 2,483,986,973 (II) Other integrated income - (5,621,477) - - 4,468,422 - (1,153,055) - (3,473,483) - - 92,501,376 64,143,209 153,171,102 Total (I) and (II) - (5,621,477) - 1,468,587,411 4,468,422 351,144,381 1,818,578,737 - (3,473,483) - 2,011,397,239 92,501,376 536,732,943 2,637,158,075 (III) Shareholder input and withdraw of share capital - - - - - 255,534,324 255,534,324 - - - - - 631,850,102 631,850,102 1. Capital input by shareholders - - - - - 255,534,324 255,534,324 - - - - - 632,387,198 632,387,198 2. Share payment accounted into shareholders’ equity - - - - - - - - - - - - - - 3. Others - - - - - - - - - - - - (537,096) (537,096) (IV) Profit distribution - - - (206,076,060) - (328,195,288) (534,271,348) - - 113,669,574 (285,399,624) - (253,398,198) (425,128,248) 1. Providing of surplus reserves - - - - - - - - - 113,669,574 (113,669,574) - - - 2. Common risk provision - - - - - - - - - - - - - - 3. Dividend to shareholders - - - (206,076,060) - (328,195,288) (534,271,348) - - - (171,730,050) - (253,398,198) (425,128,248) 4. Others - - - - - - - - - - - - - - (V) Internal settlement of shareholders’ equity - - - - - - - - - - - - - - 1. Capital reserves transferred to share capital - - - - - - - - - - - - - - 2. Surplus reserves transferred to share capital - - - - - - - - - - - - - - 3. Making up losses by surplus reserves - - - - - - - - - - - - - - 4. Others - - - - - - - - - - - - - - IV. Balance at the end of this term 1,717,300,503 8,478,831,944 899,462,584 8,203,418,576 169,776,525 3,216,967,987 22,685,758,119 1,717,300,503 8,484,453,421 899,462,584 6,940,907,225 165,308,103 2,938,484,570 21,145,916,406 - 36 China Merchants Property Development Co., Ltd. The period from January 1, 2011 to June 30, 2011 Statement of Change of Shareholders’ Equity of the Company RMB Yuan Amount of the Current Term Amount of Last Year Total Total Surplus shareholders’ Capital Surplus shareholders’ Items Share capital Capital reserves reserves Retained profit equity Share capital reserves reserves Retained profit equity I. Balance at the end of last year 1,717,300,503 8,927,054,193 848,511,191 4,390,406,393 15,883,272,280 1,717,300,503 8,930,527,676 734,841,617 3,539,110,277 14,921,780,073 Plus: Change of accounting policy - - - - - - - - - - Correcting of previous errors - - - - - - - - - - Others - - - - - - - - - - II. Balance at the beginning of current year 1,717,300,503 8,927,054,193 848,511,191 4,390,406,393 15,883,272,280 1,717,300,503 8,930,527,676 734,841,617 3,539,110,277 14,921,780,073 III. Changed in current term - - - -253,379,175 -253,379,175 - (3,473,483) 113,669,574 851,296,116 961,492,207 (I) Net profit - - - -47,303,115 -47,303,115 - - - 1,136,695,740 1,136,695,740 (II) Other integrated income - - - - - - (3,473,483) - - (3,473,483) Total (I) and (II) - - - -47,303,115 -47,303,115 - (3,473,483) - 1,136,695,740 1,133,222,257 (III) Shareholder input and withdraw of share capital - - - - - - - - - - 1. Capital input by shareholders - - - - - - - - - - 2. Share payment accounted into shareholders’ equity - - - - - - - - - - 3. Others - - - - - - - - - - (IV) Profit distribution - - - -206,076,060 -206,076,060 - - 113,669,574 (285,399,624) (171,730,050) 1. Providing of surplus reserves - - - - - - - 113,669,574 (113,669,574) - 2. Providing of common risk provisions - - - - - - - - - - 3. Dividend to shareholders - - - -206,076,060 -206,076,060 - - - (171,730,050) (171,730,050) 4. Others - - - - - - - - - - (V) Internal settlement of shareholders’ equity - - - - - - - - - - 1. Capital reserves transferred to share capital - - - - - - - - - - 2. Surplus reserves transferred to share capital - - - - - - - - - - 3. Making up losses by surplus reserves - - - - - - - - - - 4. Others - - - - - - - - - - IV. Balance at the end of this term 1,717,300,503 8,927,054,193 848,511,191 4,137,027,218 15,629,893,105 1,717,300,503 8,927,054,193 848,511,191 4,390,406,393 15,883,272,280 37 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (I) Company Profiles China Merchants Property Development Co., Ltd. (the Company), originally China Merchants Shekou Shareholding Co., Ltd., is a sino-foreign joint venture established on the base of Shenkou China Merchants Port Service Co., Ltd. by China Merchants Sekou Industrial Zone Co., Ltd. (Shekou Industrial Zone). The Company was incorporated in Shenzhen China in September 1990. On February 23 1993, the Company raised finance by issuing 27,000,000 A shares to the local investors, and 50,000,000 B shares to foreign investors. Upon issuing of these shares, the Company’s capital shares had increased up to 210,000,000 shares. The A shares and B shares were listed at Shenzhen Stock Exchange in June 1993. In July 1995, part of B shares were listed in Singapore Stock Exchange by mean of SDR (Singapore Depository Receipts, “新加坡托管收据” in Chinese). In June 2004, the Company changed its name to “China Merchants Property Development Co., Ltd.” After dividend distributions and rights issues implemented during 1994-2004, the Company’s total number of shares had increased to 618,822,672 shares up to December 31, 2004. On January 18, 2006, as approved by the shareholders’ meeting, the A share relocation plan was implemented. Namely holders of current A shares received 2 A shares and RMB3.14 upon each 10 current A shares from the holders of non-current A shares. The total number of capital shares remains unchanged after completion of the relocation plan. As approved by Document [2006]67 issued by China Securities Regulatory Commission, the Company has made full right issue of 15,100,000 convertible corporation bonds to original A shareholders on August 30, 2006, the part of right issue waived by the original A shareholders would be placed offline to institution investors. The bonds are with face value of RMB100 each. The convertible part became negotiable in Shenzhen Stock Exchange since September 11, 2006 with ID of “CM Convertible Bond” and the convertible date was March 1, 2007. On May 25, 2007, CM Convertible Bond was terminated from trading and converting. All of the bonds not converted yet were repurchased by the Company. Till then, there were totally 15,093,841 bonds (with total face value of RMB1,509,384,100) converted into 115,307,691 shares. The remained 6,159 convertible bonds (with face value of RMB615,900) were repurchased by the Company. Thus the capital shares of the Company had increased up to 734,130,363 shares. As approved by document Zheng-Jian-Fa-Xing-Zi [2007]299 issued by China Securities Regulatory Commission, the company has placed 110,736,639 shares privately to China Merchants Shekou Industrial Zone Co., Ltd. on September 19, 2007. The Company’s capital shares have increased up to 844,867,002 shares since then. On March 17, 2008, the plan for profit distribution and capitalizing of common reserves for year 2007 was passed by the Shareholders’ General Meeting 2007, which was, basing on the total capital share of 844,867,002 at December 31, 2007, 3 bonus shares were to distributed to each 10 shares, meanwhile 2 new shares were to converted to each 10 shares from the common reserves basing on the same. Since then, the total capital shares of the Company would be increased to 38 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 1,267,300,503 shares. 39 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (I) Company Profiles – cont. Under “Approval of issuing new shares by China Merchants Property Development Co., Ltd.” (Zheng-Jian-Xu-Ke[2009]989) issued by China Securities Regulatory Commission, the Company issued 450,000,000 shares to existing A-share holders on November 26, 2008, among which 279,349,288 shares were subscribed by China Merchants Shekou Industrial Zone Co., Ltd. – one of the shareholders of the Company. The total capital shares of the Company have increased up to 1,717,300,503 shares since then. The Company’s headquarter is located in Shenzhen Guangdong. The Company and its subsidiaries (referred to as “The Group”) are mainly engaged in property development, public utilities (water and power supply), and property management. China Merchants Shekou Industrial Zone Co., Ltd. is the parent company of the Company, and China Merchants Group Ltd. is the ultimate holding shareholder. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors 1. Basis of the Financial Statements The Company adopts the Enterprise Accounting Standard published by the Department of Finance on February 15, 2006. In addition, the financial statements had also presented and disclosed the relevant financial information in accordance with the "Rules of information disclosure of PLCs No.15 -- the general provisions of financial report (2010 Amendment)". Basis of Presentation and Principle of Pricing The accounting basis of the Group is the accrual system. Except that some financial tools are accounted according to fair value, the financial statements take the historical cost as the accounting basis. If assets impair, account the corresponding provisions for impairment in accordance with the relevant provisions. 2. Statement of compliance to the Enterprise Accounting Standard The financial statements prepared by the Company comply with the requirement of New Accounting Standards, and are truly and completely reflecting the financial situations as of June 30, 2011 of both the company and consolidated, as well as the operation results and cash flow in the period from January 1, 2011 to June 30, 2011 of the Company and consolidated as well. 3. Accounting period The fiscal year of the Group is the solar calendar year, which is from January 1 to December 31. 4. Standard currency for bookkeeping RMB is the primary currency in main economic environments, thus the Company and its domestic subsidiaries adopt RMB as the standard currency for bookkeeping. The business of the subsidiaries of the Company in Hong Kong and other countries shall be accounted in the local 40 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 currencies. Standard currency used in this financial statement is RMB. 41 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 5. Accounting treatment of the merging entities under common control and different control Merger of companies is divided into merger of enterprises under common control and merger of enterprises under different control. 5.1 Merger of entities under common control Both before and after the merger, the enterprises are under common control of sole party or several parties, and the controlling power is by no means temporary, it is regarded as merger of enterprises under common control. Assets and liabilities acquired through merger are calculated at the book value of the merged party at the date of merger. The difference between the book value of net asset and the consolidated offer is adjusted to share capital premium in the capital reserves. If the share capital premium is not enough to be adjusted, the retained profit shall be adjusted. Direct expenses caused by merger of enterprises are accounted into current gain/loss account. 5.2 Merger of entities under different control and goodwill Both before and after the merger, the enterprises are not under common control of sole party or several parties; it is regarded as merger of enterprises under common control. Merger cost refers to the fair value of assets paid, liabilities undertaken, and rights instruments issued by the buyer for purchasing of the controlling power of the target entity. Agency expenses such as auditing, legal services, or appraisal services and other administrative expenses occurred in merger are accounted into current gain/loss account. For merger done through multiple trades, the overall cost is the sum of cost of each single trade. Shares held before merging are recounted at the fair value at the date of merger. The differences between the book value and fair value are accounted into investment gains of current term. If the shares held by the buyer before merging are involving in other benefits, the gains attached to it shall be transferred to investment gains of the current term. Recognizable assets, liabilities, and contingent liabilities obtained in merger of enterprises under different control, are measured at their fair value on the purchase day. When the merger cost is greater than the share of fair value of recognizable net asset of the bought enterprise, the balance is recognized as goodwill. When the merger cost is lower than the share of fair value of recognizable net asset of the bought enterprise, revising will firstly be done on the merger cost and fair value of each recognizable assets, liabilities, and contingent liabilities of the bought party, and if the merger cost is still lower than the share of fair value of recognizable net asset of the bought enterprise, the balance will be accounted into current gain/loss account. 42 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 5. Accounting treatment of the merging entities under common control and different control – cont. 5.2 Merger of entities under different control and goodwill – cont. Goodwill and intangible assets formed by merger of enterprises, shall be presented individually in the consolidated financial statements, and measured at cost less impairment provisions. Goodwill shall be verified at least annually for impairment. Verifying of goodwill is performed along with the asset portfolio or combination of asset portfolios to which the goodwill is related. I.e. the book value of goodwill shall be reasonably amortized to the related asset portfolio since the day acquired. Those can hardly be amortized to the related asset portfolio shall be amortized to the combination of asset portfolios. Impairment loss is recognized when the retrievable value of the asset portfolio or combination of asset portfolios including the goodwill is lower than its book value. Impairment losses shall be firstly amortized to the book value of goodwill of the asset portfolio or combination of asset portfolios, then amortized to other assets in the portfolio or combination of portfolios at their relative portions. Retrievable value is the higher one of the net amount of fair value less disposal expenses and the current value of expected future cash flow the asset may cause. Fair value is determined according to a fair trade contract; for those without trade contract but has an active market, the fair value is determined at the price offered by the buyer; for those without trade contract and active market, the fair value can be determined according to the best information obtained. Disposal expenses include those legal expenses, taxes, freightage, and other direct expenses occurred in purpose of make the asset usable. Goodwill impairment loss shall be accounted into current gain/loss account and shall not be written back in subsequent fiscal periods. 6. Preparing method of consolidated financial statements Consolidation range is determined on the basis of control power for the consolidated financial statements. Control power means the Company has the ability to decide the financial and operation issues of another firm and can obtain profit from the firm’s business operation. The Company adopts the date of gaining or losing power of control over the subsidiaries as the date of purchasing or disposal. For subsidiaries being disposed, their business result and cash flow before the disposal day have been appropriately demonstrated in the consolidated income statement and cash flow statement. Subsidiaries added as merger of enterprises under different control, their operation results and cash flow after the purchase day have been appropriately demonstrated in the consolidated income statement and cash flow statement. The initial amount and comparison amount of the consolidated financial statement will not be adjusted. 43 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Subsidiaries added as merger of enterprises under common control, their operation results and cash flow from the beginning of current term to the merger day have been appropriately demonstrated in the consolidated income statement and consolidated cash flow statement. The accounting policies and accounting periods of the subsidiaries are decided accord with the Company’s accounting policies and accounting periods. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 6. Preparing of consolidated financial statements – cont. Trades and major accounts between the Company and subsidiary or any two subsidiaries shall be neutralized when consolidated. Those share of owners’ equity in the subsidiaries not attributable to the parent company are treated as minor shareholders’ equity, and demonstrated as “Minority shareholders’ equity” under the shareholders’ equity items in the consolidated balance sheet. The shares of minor shareholders’ equity in net income of current term are demonstrated under “Minority shareholders’ gain/loss under the net profit items in the consolidated income statement. When the share of losses attributable to the minor shareholders has exceeded their shares in the shareholders’ equity at the beginning of term, the shareholders’ equity shall be deducted thereof. For purchasing of minor share equity of subsidiaries or disposal of partial share equity but the controlling power is still in possession of the Company, it will be accounted as equity trade, and adjusted to the book value of owners’ equity attributable to the parent company and minority shareholders’ equity to reflect the change of related equities in the subsidiary. The differences between the adjusted amount and fair value of asset paid are adjusted to capital reserves, when the capital reserves are not enough, retained profit shall be adjusted. When the control over original subsidiary is lost for disposal of partial equity or other reasons, the retained equity shall be recounted for fair value at the date of such change was happened. The sum of consideration obtained from disposal of equity and the fair value of retained equities are accounted into investment gains of the term when the disposal was happened. Other gains related to the investment shall be transferred to investment gains of the term. 7. Recognition basis of cash and cash equivalents Cash refers to in-stock cash and bank savings that are available for payment whenever needed. Cash equivalent refers to the investment held by the Company with short term, strong liquidity and low risk of value fluctuation that is easy to be converted into cash of known amount. 8. Translation of businesses and accounts in foreign currency 8.1 Foreign currency businesses Foreign currency transactions at initial confirmation shall be translated with the approximate 44 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 exchange rate on the exchange date, the exchange rates which are approximate to the exchange rate on the exchange date shall be determined according to the spot exchange rate of the current month of the transaction. At the balance sheet day, foreign currencies are translated to Renminbi at the instant exchange rate of that day, the exchange difference caused by difference of the instant rate at that day and the rate adopted in initial recognition, or the exchange rate adopted in previous balance sheet, are accounted into current gain/loss account, except for: (1) The exchange difference of special foreign currency borrowing satisfying the conditions of capitalization, which is capitalized and accounted into cost of related asset; (2) Exchange difference of hedge instruments for purpose of avoiding exchange risks is treated by the way of accounting on hedge instruments;(3) Exchange differences caused by sellable non-monetary items (shares for instance), and exchange differences caused by fluctuation of other book balance other than retained cost of sellable monetary items, are accounted into current income account. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 8. Translation of businesses and accounts in foreign currency – cont. 8.1 Foreign currency businesses – cont. Non-monetary items in foreign currency and measured with historical costs are still measured at standard currency with exchange rate of the day when the transaction is happened. Non-monetary foreign currency items in fair value are translated at the rate when the fair value is determined. Differences between the standard currency and original currency is handled as fair value fluctuation and accounted under current gain/loss account or other integrated income and recorded into capital reserves. 8.2 Translation of foreign currency accounts Foreign currency financial statements prepared for the Company’s overseas businesses are translated by the following methods: All asset and liability items in the balance sheet are translated at the exchange rate of the balance sheet date; shareholders’ equity items except for “undistributed profit” are translated at the exchange rate of the day when they happened; all items in the income statement and items reflecting the amount of profit distribution are translated at the similar exchange rate of the date when the trades happened; undistributed profit at the beginning of year is the undistributed profit translated at the end of previous year; undistributed profit at the end of year are demonstrated according to the calculation of profit distribution items after translated; the differences between the translated asset items and liability items and total amount of shareholders’ equity items are demonstrated separately as difference of foreign currency statement translation under shareholders’ equity items in the balance sheet. Foreign currency cash flow and overseas subsidiaries’ cash flow are translated on the similar exchange rate of the day when the cash flow was happened. Influences of exchange rate movement on cash and cash equivalents are regarded as adjustment items and demonstrated under “influence of exchange rates on cash and cash equivalents” in the cash flow statement. The initial amount at the beginning of year and the practical amount of last year are presented 45 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 according to the translated amount of the financial statements of last year. When the control power is lost for disposal of partial equity or other reasons, the fair value of retained shares shall be recounted at the date of the change happened. The sum of consideration of equity disposal and the fair value of retained equity, less the share of net asset in the original subsidiary shall be accounted into investment gains of the current term. Other gains related to share investment in original subsidiary shall be transferred into investment gains of current term. When the control power is lost for disposal of partial equity or other reasons, the fair value of retained shares shall be recounted at the date of the change happened. The sum of consideration of equity disposal and the fair value of retained equity, less the share of net asset in the original subsidiary shall be accounted into investment gains of the current term. Other gains related to share investment in original subsidiary shall be transferred into investment gains of current term. When the controlling power was not lost at disposal of partial share equity or other reasons, the difference related to the foreign currency account shall be accounted into minority shareholders’ equity, rather than current gain/loss account. When equity disposed was part of affiliates or joint ventures in overseas area, the differences related to the overseas business shall be transferred into current gain/loss at portion of share. 9. Financial instruments Financial assets or liabilities are recognized as soon as the Group becomes a party of the contract of financial instrument. Financial assets and liabilities are measured at fair value initially. For financial assets and liabilities accounted at fair value with fluctuation accounted into current gain/loss account, the transaction expenses shall be accounted into gain/loss account directly. Whereas the expenses of financial assets and liabilities fall into other categories shall be accounted into initial amount recognized. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 9. Financial instruments – cont. 9.1 Recognition of fair value Fair value is the amount in a fair trade decided mutually by the both parties doing the trade or debt clearance voluntarily and who are familiar with the situation. When there is an active market for the financial instrument, the value quoted at the active market is adopted by the Company as the fair value. Value quoted at the active market refers to the amount can be easily obtained from the exchange, brokers, industrial associations, or pricing institutions, and is representing the price practically used in market transactions. When there isn’t any active market, fair value will be recognized by evaluation techniques. Evaluation techniques include referencing to the prices adopted in latest voluntary transaction between parties with full understanding of the situation, referencing to the current fair value of other substantially similar financial instruments, discounted cash flow analysis, and future option pricing model. 9.2 Actual interest basis Actual interest rate basis refers to the method of calculating the amortized costs and each due interest at actual interest rate of financial assets or liabilities (including a portfolio of financial assets or liabilities). Actual interest rate refers to the interest rates used in discounting of future 46 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 cash flow of particular financial asset or liability during its existing period or applicable shorter time to the current book value. At calculating of the actual interest rate, the Company predicts future cash flow with considering the financial assets or liabilities on the basis of all contract clauses (without considering future credit loss), as well as the costs, expenses, discounts or premiums paid between the parties of above contracts regarding the financial assets or liabilities of which can be regarded as part of the actual interest rates. 9.3 Categorizing, recognition, and measuring of financial assets Financial assets are categorized as: financial assets accounted at fair value with fluctuation carried into current gain/loss account, investment hold to maturity, loans, receivable accounts, and available-for-sale financial assets. Financial assets traded in conventional ways are recognized and terminated at the date of trading. 9.3.1 Financial assets measured by fair value with fluctuation accounted into current gain/loss account Including transactional financial assets and financial assets measured by fair value and with variations accounted into current gain/loss account Transactional financial assets are those satisfying one of the followings:(1) The purpose of acquiring the assets is to sell or repurchase them in a recent time;(2) It is part of the distinguishable financial instrument portfolio under collective management at initial recognition, and there is practical evidence showing that the Company is managing this portfolio by way of short term gain;(3) Belongs to derivative financial instrument, however except for those be recognized as effective hedging instruments, derivative instruments belongs to financial guarantee contract, connected to option instruments without quotation in active market and cannot be reliably measured for their fair value and can only be settled by delivery of this option instrument. Financial assets satisfying one of the following conditions can be recognized as financial assets measured by fair value and with variations accounted into current gain/loss account:(1) This recognition may eliminate or obviously reduce the divorce of gain or loss caused by adopting of different measuring basis of the particular financial asset;(2) It has been stipulated by the official document regarding risk management or investment strategies, that the portfolio of financial assets or portfolio of financial assets and liabilities should be managed, evaluated and reported to key managements on basis of fair value. Fair value basis is adopted in successive measurement of financial assets measured by fair value and with variations accounted into current gain/loss account. Gains or losses caused by variation of fair value and the dividend or interest related to the financial assets is accounted into current gain/loss account as well. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 9. Financial instruments – cont. 9.3.2 Investment hold to maturity Refers to those non-derivate financial assets which has fixed expiration date, retrievable amount, 47 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 and the Company has definite intention and ability to hold under its possession. Accounting of investment hold till expiration is on actual interest rate basis, and successive measurement will upon retained cost after amortization, where the gains and losses occurred at termination recognition, impairment, or amortization, are accounted into current gain/loss account. 9.3.3 Loans and receivable accounts They are referring to those non-derivate financial assets without quotation in the active market, but with fixed retrievable amount. Financial assets categorized under loans and receivables include notes receivable, account receivable, interest receivable, dividend receivable and other receivable. Accounting of loan and receivable is on actual interest rate basis, and successive measurement will upon retained cost after amortization, where the gains and losses occurred at termination recognition, impairment, or amortization, are accounted into current gain/loss account. 9.3.4 Disposable financial assets It includes those non-derivate financial assets recognized as disposable at initial recognition, and financial assets other than those accounted at fair value and variations accounted into current gain/loss, loans and receivable, and investment in possession till due. Successive measurement of disposable financial assets is on fair value basis, gains or losses from variation of fair values, except for impairment loss and exchange difference of foreign currency financial assets related to retained costs, are accounted directly into shareholders’ equity, and transferred over to current gain/loss at termination of such financial assets. Interests obtained during the period of holding the disposable financial assets and cash dividend announced by the debtor are accounted into investment gains. Equity instrument investment without quotations in an active market and cannot be reliably measured for their fair values, and derivate financial assets connected to the instrument, shall be measured at costs. 9.4 Impairment of financial assets Except for financial assets accounted at fair value and variation accounted into current gain/loss account, the Company undertake inspection on the book value of other financial assets at each balance sheet day, whenever practical evidence showing that impairment occurred with them, impairment provisions are provided. Evidence for impairment on financial refers to those events actually occurred after initial recognition, produced influences on the expected cash flow, and which can be reliably measured. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 9. Financial instruments – cont. 48 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 9.4 Financial asset impairment - continues Practical evidences on impairment of financial assets are the followings: (1) The issuer or the debtor is in serious financial difficulty; (2) The debtor has broken the conditions of contract, for instance default or overdue of payment for interest or principal; (3) With consideration of economic or legal factors, the Company decided to give way to the debtor who is in financial difficulty; (4) There is great possibility that the debtor will bankrupt or use other debt reorganizing process; (5) Financial asset is not able to be traded in the active market because the issuer is in significant financial difficulty; (6) It is hard to tell whether the cash flow of a particular asset in a portfolio has been declining, whereas upon overall evaluation, the Company discovered that the predicted cash flow of the portfolio has practically decreased since the initial recognition, and the decrease is quantifiable, including: - The debtor of the portfolio is becoming worse in ability of making payments; - Particular situation happened with the country or area where the debtor is located, which may cause obstructions for payment of the financial asset; (7) Major negative change occurred with the technical, market, economical, or legal environment of the debtors’ business scope, which may cause obstructions for the investor to retrieve the investment; (8) The fair value of right investment instrument is significantly decreasing or non-contemporarily decreasing; (9) Other practical evidence showing that impairment has happened with the financial asset. - Impairment of financial assets measured on amortized costs Financial assets measured at costs or retained costs after amortization are written down to the current value of anticipated future cash flow, the reduced amount is recognized as impairment loss and accounted into current gain/loss account. Upon recognized for impairment losses, if practical evidence showing that a particular financial asset has recovered in value, and practically related to the issues occurred after recognition of the loss, the recognized impairment loss is restored, the book value of the particular financial asset after the restoring of impairment loss shall not greater than the amortized cost at the day of restoring as if no impairment loss has ever been provided. The Company performs impairment test separately on individual financial assets with major amounts; for financial assets without major amounts, the Company performs impairment test separately or inclusively in a portfolio of financial assets with similar characteristics of risks. Those financial assets (individual financial assets with or without major amounts) tested separately with no impairment found shall be tested again along with the portfolio of financial assets with similar risk characteristics. Financial assets confirmed for impairment individually shall not be tested along with the portfolio of financial assets with similar risk characteristics. 49 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 9. Financial instruments – cont. 9.4 Financial asset impairment - continues - Impairment of sellable financial assets When impairment occurred with a sellable financial asset, the accumulated losses caused by decreasing of fair value which have originally been written into capital reserves shall be carried over to current gain/loss account, the accumulated loss carried over is the balance of initial cost after deducting of retrieved principal, amortized amount, current fair value, and impairment originally accounted into gain/loss account. If practical evidence showing that the value of a particular financial asset has recovered in value after an impairment loss has been recognized and practically related to the issues occurred after recognition of the loss, the impairment loss recognized shall be restored. Impairment loss of disposable equity investment instrument will be restored to other miscellaneous income and accounted to capital reserves, and the impairment loss of disposable liability instrument will be restored to current gain/loss account. - Impairment of financial assets counted by costs Equity instrument investment without quotations in an active market and cannot be reliably measured for its fair value, or the derivate instrument connected to the instrument, has impaired, the book value shall be reduced to the current value of future cash flow estimated basing on the market profit rate of similar instruments. The reduced amount is recognized as impairment loss and accounted to current gain/loss account. Once the impairment loss was recognized, it shall not be written back. 9.5 Transferring of financial assets Recognition will be terminated when a financial asset satisfies one of the following conditions:(1) The rights setout by the contract by which the cash flow of the financial asset is collected have been terminated;(2) The financial asset has been transferred to other parties along with almost all of the risks and rewards attached to the financial asset;(3) The financial asset has been transferred to other parties, although neither transferred nor reserved the most risks and rewards attached to the financial asset, the Company gave away its controlling power over it. If the firm neither transferred nor reserved almost all of the risks and rewards attached to the financial asset, and did not give away the control over the financial asset, then the relative financial asset is recognized to the extent of continuous involving in the financial asset, and relative liabilities as well. Continuous involving refers to the risk level of value fluctuation risk the financial asset may confront the firm When the overall transferring of particular financial asset has satisfied the conditions of termination, the difference between “the book value and offer in transferring” and “accumulation 50 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 of fair value fluctuation which has been accounted into miscellaneous income” shall be accounted into current income account. When partial transferring of particular financial asset has satisfied conditions of termination, the book value of transferred financial asset shall be amortized between the terminated part and un-terminated part according their corresponding fair value, and the difference between “the Total the offer received in transferring and the accumulative of fair value fluctuation originally accounted into other misc. income amortizable to termination part” and “amortizable aforesaid book value” shall be accounted into current income account. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 9. Financial instruments – cont. 9.6 Categorizing, recognizing and measuring of financial liabilities Financial instruments issued by the Group are recognized as financial liabilities or equity instruments according to the substantial quality of the contract arrangement and the definition of financial liability or equity instruments. At initial recognition, financial liabilities are classified into financial liabilities measured by fair value with changes counted into current income account and other financial liabilities. 9.6.1 Financial liabilities accounted at fair value and fluctuation accounted into current gain/loss account Financial liabilities accounted at fair value and fluctuation accounted into current gain/loss account are categorized to transactional financial liabilities and those which assigned to be financial liabilities accounted at fair value and fluctuation accounted into current gain/loss account. Transactional financial liabilities shall satisfy one of the following conditions: (1) The purpose of undertaking the liability was to repurchase in close future; (2) Which was part of a recognizable financial instrument portfolio at initial recognition, and objective evidence showing that the Group is managing this portfolio by mean of short-term profit in a short period of time; (3) Belongs to derivative financial instrument, however except for those be recognized as effective hedging instruments, derivative instruments belongs to financial guarantee contract, connected to option instruments without quotation in active market and cannot be reliably measured for their fair value and can only be settled by delivery of this option instrument. Financial liabilities satisfying one of the following conditions are assigned to be financial liabilities accounted at fair value and fluctuation accounted into current gain/loss account: (1) This assignment can eliminate or obviously reduce the differences in recognition and measuring caused by different measuring basis; (2) It has been described in the official papers of the Group regarding risk management or investment strategies that, the portfolio shall be managed, evaluated and reported on fair value basis. Successive measurement of financial liabilities measured on fair value and fluctuation accounted into current gain/loss account shall be on fair value basis. Gains or loses from fluctuation of fair value or dividend or interests related to the financial liabilities shall be accounted into current 51 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 gain/loss account. 9.6.2 Other financial liabilities Derivative financial liabilities bonded to those equity instruments without quotation in an active market and cannot be reliably measured for fair value, and can only be settled by giving of the equity instrument, are measured on cost basis in successive measurement. Accounting of other financial liabilities is on practical interest basis; successive measurements are on amortized balance of cost; gains or losses due to termination recognition or amortizing are accounted into current income account. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 9. Financial instruments – cont. 9.6.3 Financial guarantee contracts Financial guarantee contracts that cannot be classified to financial liabilities assigned to be calculated by fair value with changes accounted into current income account are initially recognized at fair value. Successive measurement will be on the greater one between the amount recognized according to “Enterprise Accounting Standard No.13 – Contingent Issues” and the balance of initially recognized amount less accumulative amortization decided according to “Enterprise Accounting Standard No. 14 – Income” 9.7 Termination of financial liabilities When the current liabilities of particular financial liability have been wholly or partially relieved, recognition of the financial asset or part of it can only be terminated. When the Group (the debtor) has entered an agreement with the creditor, by which the current financial liability is replaced by accepting of new financial liabilities, and the contract conditions are substantially different between the new and old contract, recognition of the financial liability is terminated, and the new financial liability is recognized at the meantime. When a financial liability is wholly or partially terminated, the difference between the book value of the terminated part and offered value (including non-monetary asset transferred out or new financial liabilities accepted) shall be accounted into current income account. 9.8 Derivative financial instruments and embedded derivative instruments Derivative instruments are initially measured on fair value basis at the day when the contracts are signed, and successive measurements are on fair value as well. Change of fair value of derivative instruments are accounted into current income account. For combined instruments with embedded derivative instruments, in case they are not assigned as financial assets or liabilities on fair value basis and changes accounted into current income account, there is no close relationship between the embedded derivative instruments and the main contract regarding financial and risk characteristics, and with same conditions, and the individual instrument is satisfying the definition of derivative instrument, the embedded derivative instrument shall be separated from the combined instrument and treated as if it is an individual derivative instrument. In case individual measurement is not able to be carried out on the embedded instrument at acquisition day or successive period, then the combined instrument is 52 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 assigned to financial asset or liability accounted on fair value basis with changes accounted into current income account. 9.8.1 Convertible bonds Convertible bonds containing liabilities and converting options issued by the Company are split and recognized separately at initial recognition. Where converting options are instrument settled by fixed amount of cash or exchanged of other financial assets for fixed amount with own equity, which is accounted as equity. At initial recognition, the fair value of the liability part is determined with reference to the current market price of similar bonds without converting option. Balance of the whole issuing price of the convertible bonds less the fair value of the liability part is recognized as the price of converting option by which the holders may convert the bonds into equity instruments, and shall be accounted under “Capital reserves – other capital reserves (share converting option)_ At successive measuring, the liability part of convertible bonds shall be measured at amortized costs on actual interest rate basis; whereas the value of converting option shall be retained with equity. No loss or gain is recognized when convertible bonds are expired or converted. Transaction expenses occurred in issuing of convertible bonds, which shall be amortized upon its relative fair values between the liability elements and equity elements. Equity-related transaction expenses shall be straightly accounted into equity; liability-related transaction expenses shall be accounted to book value of the liability, and amortized upon the period of the convertible bonds on actual interest basis. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 9. Financial instruments – cont. 9.9 Neutralization of financial assets and liabilities The Company is legally empowered to neutralize the recognized financial assets and financial liabilities. The power is currently executable. At the meantime, if the Company is about to liquidate by net amount or cash in the financial assets and discharge the financial liabilities simultaneously, the neutralized amounts of financial assets and liabilities are demonstrated in the Balance Sheet. Except for the above, financial assets and liabilities are demonstrated separately and shall not be neutralized by each other. 9.10 Rights instruments Equity instruments are those contracts which can prove the retained equities in the asset the Group holds after deduction of all liabilities. The balance of equity instrument offer received at issuing less subscription expense is added to shareholders’ equity. Interest allocations (exclude share dividend) to the equity instruments are deducted from shareholders’ equity. The Group don’t recognize fair value fluctuation amount of equity instruments. 10. Account receivable 53 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 10.1 Recognition and provision of bad debt provision on receivable accounts with large amount Recognition criteria of bad debt The Group recognizes receivable accounts over RMB10 million as provision on receivable accounts with receivable accounts with large amount large amount The Company performs impairment test separately on individual financial assets with large amounts; those financial assets tested Provision of bad debt provision on separately with no impairment found shall be tested again along with receivable accounts with large amount the portfolio of financial assets with similar risk characteristics. Financial assets confirmed for impairment shall not be tested along with the portfolio of financial assets with similar risk characteristics. 10.2 Receivables recognized and providing bad debt provisions upon along with the portfolio with similar characteristics Recognition basis of credit risk portfolio Receivable accounts with minor amount individually and those with large amount but tested no impairment, are grouped in portfolios according to their credit risks. These credit risks are usually reflecting the ability of repaying according to the contract of the debtor, and related to testing of future cash flow of the receivable account. Receivable accounts overdue for over 3 years are classified as minor amount but with greater risks after combining with risk portfolios. Providing method decided on the When impairment testing by way of risk grouping, amount of bad portfolios of similar risks debt provision is decided according to historical experiences and current economical situation and evaluated loss already exists with the portfolios. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 10. Account receivable – cont. 10.3 Rate of bad debt provisions provided on account age basis Age analysis method Age Rate for receivables (%) Rate for other receivables (%) within 3 months (include) 1% 1% 3-6 months 2% 2% 6-9 months 3% 3% 9-12 months 5% 5% 1-2 years 10% 10% 2-3 years 30% 30% 3-4 years 50% 50% 4-5 years 80% 80% over 5 yrs 100% 100% 11. Inventories 11.1 Categorizing and pricing of inventory delivered 54 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 The inventories shall measured according to the initial cost. Inventories are divided into real estate development products, raw materials, finished products and stocks, low-value and consumable products and others. The real estate development products are the real estate development products under construction, development products which have been completed, the lands to be developed, etc. The actual costs of real estate development products include the land transfer amount, infrastructure expenses, and expenditures on construction and installation works, the borrowing costs before the completion of the development projects and other related costs. When the inventories are sent out, determine the actual cost by the individual valuation method. Construction contracts are measured at actual costs, including related direct and indirect expenses occurred from signing to completion of the contract. Accumulated actual costs and accumulated recognized gross profit (loss) and settled prices are demonstrated at net value in the balance sheet after neutralization. The balance of “Total accumulated actual cost and accumulated recognized gross profit (loss)” over the “settled price” is demonstrated as inventory. The balance of “settled price” over “Total accumulated actual cost and accumulated recognized gross profit (loss)” is demonstrated as account received in advance. Expenses such as traveling expenses and bidding expenses related to construction contract are accounted into contract cost when they can be distinguished and measured reliably, and the contract is possibly been engaged. Otherwise are accounted into current income account. 11.2 Recognition basis of realizable net value of inventory and providing basis of inventory impairment provision On the balance sheet day, inventories are accounted depending on which is lower between the cost and the net realizable value. When its net realizable value is lower than the cost, provisions for impairment of inventories shall be drawn. Realizable net value is, in daily transaction, the amount of predicted sales price less predicted cost at completion of construction, less predicted sales expense and tax. Recognition of realizable net value of inventory shall base on confirmed evidence obtained, with reference to the purpose to hold the inventory, and influence of post balance sheet issues. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 11. Inventories 11.2 Recognition basis of realizable net value of inventory and providing basis of inventory impairment provision – cont. Provisions for impairment of inventories shall be accounted according to the difference between the cost of individual inventory items and the net realizable value. After providing of inventory impairment provision, if the impacting factors that caused impairment of inventory were eliminated, and the realizable value of the inventory becomes higher than the book value, the inventory impairment provision formerly provided shall be restored into current income account. 55 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 11.3 Inventory system Inventory system is the perpetual inventory system. 11.4 Amortizing basis of low-value consumable materials Low-value consumables are amortized on one-off basis. 12. Long-term equity investment 12.1 Recognition of initial investment cost For the long-term equity investment formed by corporate merger, if it is the long-term equity investment obtained from the corporate merger under the same control, the share of book value of owner's equity on the merger date shall be taken as the initial investment cost. The long-term equity investment obtained through the corporate merger under different control shall be taken as the initial investment cost of long-term equity investment. The other long-term investment besides the long-term equity investment formed by corporate merger shall conduct initial measurement according to its cost. 12.2 Successive measurement and recognition of gain/loss 12.2.1 Long-term equity investment on cost basis For the long-term equity investments that have no joint control or significant influence and have no price in active market and the fair value can not be reliably measured, shall adopt the cost accounting method; Meanwhile, the Company apply cost basis in accounting of long-term equity investment in subsidiaries under the Group’s substantial control. When cost basis is adopted, long-term equity investments are measured at initial cost. Investment gains are recognized as the cash dividend or profit announced and distributed, except for those cash dividend or profit which have already included in the actual payment of offer when the investment was made. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 12.2.2 Long-term equity investment on equity basis The Group adopts equity basis in accounting of investment in affiliates and joint ventures. Affiliates refer to those entities on which the Group can make major influences; joint ventures refer to the entities the Group has joint control along with other investors. When equity basis is adopted, if the initial cost of the long-term equity investment is greater than the share of fair value of the receiver’s recognizable net asset, the initial investment cost of the long-term equity investment will not be adjusted; if the initial cost of the long-term equity investment is less than the share of fair value of the receiver’s recognizable net asset, the balance shall be counted into current income account, and the cost of long-term equity investment shall be adjusted. 56 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 When equity basis is adopted, investment gain/loss of the current term is the share of net gains or losses of the investment receiver of the current year. Recognition of the share of net gains or losses of the investment receiver shall be on the basis of fair value of recognizable asset of the receiver when the investment was made, and recognized after adjustment on the net profit of the receiver in accordance with the Company’s accounting policies and accounting period. For the gain/loss due to unrealized internal trade between the Company and co-operations, the share of the Company in this gain/loss shall be neutralized, and investment gains shall be recognized upon them. But the losses from unrealized trade between the Company and investment receivers which are regarded as losses from asset transferring according to “Enterprise Accounting Standard No.8 – Asset impairment” shall not be neutralized. Change of equities of the investment receiver other than net gains or losses shall be counted into shareholders’ equity, and the book value of long-term equity investment shall be adjusted correspondingly and recognized as other miscellaneous income and recorded in capital reserves. Recognition of the share of net loss by the investment receiver shall be limited to when the book value of long-term equity investment and other long-term equity forms substantial net investment has been reduced to zero. Beside, if the Company is responsible for other losses of the investment receiver, predicted liability shall be recognized upon the prediction of responsibilities and recorded into current investment loss account. If the receiver realized net profit in the period thereafter, the share of gains is recovered after making up of share of losses which has not been recognized. 12.2.3 Disposal of long-term equity investment At disposal of long-term equity investment, the difference between the book value and practical price shall be accounted into current gain/loss account. At treating of long-term equity investment accounted on equity basis, the part originally written into shareholders’ equity shall be transferred over to current gain/loss account at appropriate portion. 12.3 Basis of deciding the common control and major influence on the invested firm Controlling power means the power over the firm’s financial and operational decision-making, and can obtain profit from the operation of such firm. Mutual control means the controlling power on particular activity hold together with others against particular contract, and shall only take effect when all of the investment parties have collective affirmative opinions on the major financial or operational issues. Major influence means the power to participate in decision-making but cannot control or collectively control the same. At considering of substantial control or major influence of a firm, the potential voting right factors such as current convertible bonds or executable subscription options have been considered. 12.4 Impairment testing and basis of impairment provision Impairment testing is performed on the long-term equity investment at each balance sheet date. In case of there is evidence showing impairment has occurred, the recoverable amount shall be assessed. If the recoverable amount is lower than the book value, the impairment provision shall be provided at the difference and accounted into current income account. Once the impairment loss of a long-term equity investment is recognized, it shall not be written back in subsequent fiscal periods. 57 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 13. Investment property Investment property is defined as the real estate with the purpose to earn rent or capital appreciation or both, including the rented land use rights and the land use rights which are held and prepared for transfer after appreciation, the rented buildings. Investment property is measured according to the initial cost. The follow-up expenses that are related to investment real estate, if the economic interests related to the assets are is likely to inflow cost and its costs can be reliably measured, shall be included in the cost of investment property. The other follow-up expense shall be included in the current loss. The Group adopts the cost model to have follow-up measurements of the investment property, and to conduct depreciation or amortization according to the policies that are in consistent with the land use rights. Impairment testing is performed on investment property at each balance sheet day. When evidence showing that impairment has occurred, the recoverable value shall be assessed. Assessment of recoverable value is based on individual asset. If the recoverable value was hard to evaluate separately, it shall be decided along with the group of assets it belongs to. If the recoverable value of an asset is lower than its book value, the balance shall be provided for impairment provision and accounted into current income account. Once impairment of investment property was recognized, it will not be written back in the subsequent fiscal periods. The difference of the income from the sale, transfer, dispose of the investment real estate deducting the book value and relevant taxes shall be included in the gains and losses in the current period. 14. Fixed assets 14.1 Recognition of fixed assets Fixed assets is defined as the tangible assets which are held for the purpose of producing goods, providing services, lease or for operation & management, and have more than one year of service life. Fixed assets are only recognized when the financial benefit attached to the asset could possibly inflow to the Group, and the cost can be reliably measured. Fixed assets are measured at initial costs. Subsequent expenses related to particular fixed asses, if the financial benefit attached to the fixed asset is possibly inflowing and the cost can be measured reliably, are accounted into fixed asset cost, and the book value of the replaced part is recognized termination. Subsequent expenses other than these are accounted into current income account when occurred. 58 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 14. Fixed assets – cont. 14.2 Depreciation of various fixed assets From the next month since reaching the intended use state, depreciations on fixed assets shall be accounted by using the method of average life length. The service life of fixed assets, expected net residual value and the year depreciation rate are as follows: Annual Depreciation age Salvage value depreciation ratio Categories (yrs) rate % (%) Houses & buildings 10-50 yrs 5%-10% 1.8%-9.5% Equipment & machinery 10–20 yrs 5%-10% 4.5%-9.5% Electronics, furniture, appliances 5-10 yrs 5% 9.5%-19% Transportation equipment 5-10 yrs 5% 9.5%-19% Estimated salvage value refers to the amount of value retrieved after deducting of predicted disposal expense when the expected using life of a fixed asset has expired and in the expected state of termination. 14.3 Impairment test on fixed asset and providing of impairment provision Impairment testing is performed on fixed asset at each balance sheet day. When evidence showing that impairment has occurred, the recoverable value shall be assessed. Assessment of recoverable value is based on individual asset. If the recoverable value was hard to evaluate separately, it shall be decided along with the group of assets it belongs to. If the recoverable value of an asset is lower than its book value, the balance shall be provided for impairment provision and accounted into current income account. Once fixed asset impairment is recognized, it shall not be written back in subsequent fiscal periods. 14.4 Other remarks The Company revises, at least once at the end of year, the useful life, estimated salvage value, and depreciation policies of the fixed assets. If any change happened, it will be treated as changing of accounting estimations. When a fixed asset is in disposable statue or make no financial benefit by using or disposal, recognition of fixed asset shall be terminated. Income from treatment of fixed asset disposing, transferring, discarding or damage, the balance after deducting of book value and relative taxes is recorded into current income account. 15. Construction-in-process Cost of construction in process is determined at practical construction expenditures, including all expenses during the construction, capitalized loan expenses before the construction reaches useful status, and other relative expenses. No depreciation provided upon construction-in-process. It is transferred to fixed asset as soon as the construction reaches the useful status. 59 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Impairment testing is performed on construction in process at each balance sheet day. When evidence showing that impairment has occurred, the recoverable value shall be assessed. Assessment of recoverable value is based on individual asset. If the recoverable value was hard to evaluate separately, it shall be decided along with the group of assets it belongs to. If the recoverable value of an asset is lower than its book value, the balance shall be provided for impairment provision and accounted into current income account. Once impairment of construction impairment is recognized, it shall not be written back in subsequent fiscal periods. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 16. Borrowing expenses Borrowing expenses include borrowing interests, amortizing of discount or premium, auxiliary expenses, and exchange balances due to borrowings in foreign currencies. Borrowing expenses that can be attributed for purchasing or construction of assets that are complying with capitalizing conditions start to be capitalized when the payment of asset and borrowing expenses have already occurred, and the purchasing or production activities in purpose of make the asset usable have started; Capitalizing will be terminated as soon as the asset that complying with capitalizing conditions has reached its usable or saleable status. The other borrowing expenses are recognized as expenses when occurred. Interest expenses practically occurred at the current term of a special borrowing are capitalized after deducting of the bank saving interest of unused borrowed fund or provisional investment gains; Capitalization amounts of common borrowings are decided by the weighted average of exceeding part of accumulated asset expenses over the special borrowing assets multiply the capitalizing rate of common borrowings adopted. Capitalization rates are decided by the weighted average of common borrowings. In the capitalization period, all of the exchange differences of special borrowings in foreign currencies are capitalized; exchange differences of common borrowings in foreign currencies are accounted into current income account. 17. Intangible assets 17.1 Intangible assets Intangible assets include land-using rights and patents, etc. Intangible assets are measured by their initial costs. Those intangible assets with limited useful life are evenly amortized on straight basis from the date when they become useable to the end of expected useful life. At end of report term, revising will be performed on the useful life of intangible assets with limited useful life and the methods of amortizing, adjustment shall be done when necessary. 17.2 Testing and providing of intangible asset impairment provision 60 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Impairment testing is performed on intangible assets at each balance sheet day. When evidence showing that impairment has occurred, the recoverable value shall be assessed. Assessment of recoverable value is based on individual asset. If the recoverable value was hard to evaluate separately, it shall be decided along with the group of assets it belongs to. If the recoverable value of an asset is lower than its book value, the balance shall be provided for impairment provision and accounted into current income account. Once intangible asset impairment loss was recognized, shall not be written back in subsequent fiscal periods. 18. Long-term expenses to be amortized Long-term amortizable expenses are those already occurred and amortizable to the current term and successive terms for over one year. Long-term amortizable expenses are evenly amortized to the benefit period. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 19. Anticipated liabilities When quality warranty or liabilities attached to a contingent event is the current liability to be undertaken by the Group, and it could lead to outflow of financial benefit with measurable amount, then it is recognized as anticipated liabilities. At balance sheet day, with reference to the risks, uncertainty and periodic value of currency that connected to the contingent issues, the predicted liabilities are measured according to the best estimation on the payment to fulfill the current responsibility. If time influences the value of currency significantly, then the best estimation shall be decided by the discount of predicted future cash flow. If the expenses for clearing of predictive liability is fully or partially compensated by a third party, and the compensated amount can be recovered, it is recognized separated as asset. But the compensated amount should not greater than the book value of the estimated liability. 20. Turnover 20.1 Income from sales of goods When main risks and rewards attached to the ownership of goods have been transferred to the buyer, reserved neither continuous management power nor effective control over the goods, incoming payment can be measured reliably, relative financial benefit possibly inflow to the company, cost occurred or will occur can be reliably measured, sales income of goods is recognized. If the buyer of the property can stipulate the main structural factors of the design prior to starting of construction, or can decide main structural alternation during the construction, and the construction agreement satisfies the definition of construction contract, the relative income and expenses are recognized according to “Enterprise Accounting Standard No.15 – construction 61 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 contracts”; If the buyer of the property has limited ability to alter the design of property (for instance can only make minor alternation on the design), property sales income is recognized upon completion and acceptance of the property and the handover procedures were completed. The sales income from power supply and water supply shall be recognized when the electricity and water have been provided and have received the right to collect the money 20.2 Income from construction contracts When the results of construct contracts can be reliably estimated, income and costs are recognized at the percentage of completion at the balance sheet day. Percentage of completion of the construction contracts are decided by estimation of completed work and other whole work. If the results of construction contract are not able to reliably estimated, but the costs can be recovered, income shall be recognized at the cost actually recovered, contract costs are recognized as contract expenses at current term; if the costs are not recoverable, they are recognized instantly as contract cost rather than contract income. When the uncertain factors, which caused the results cannot be reliably estimated, were eliminated, income and expenses of the construction contract are recognized on completion percentage basis. When the contract cost is predicted greater than the income, the predicted loss is recognized as current expenses. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 20. Turnover – cont. 20.2 Income from construction contracts – cont. Cost occurred in construction contract, gross profit (loss) recognized, and payment received is presented in the Balance Sheet as net value neutralized. The premium part of accumulated actual costs and gross profit (loss) over payment received is presented as inventory. The premium part of payment received over the accumulated actual costs and gross profit (loss) is presented as prepayment received. 20.3 Rental income Rental income from investing rental properties is recognized as rental income toward periods within the contracted rental period on straight basis. 20.4 Income from property management fee When the property management services have been provided and the income from property management will flow into the company and the relevant income and cost can be reliably measured, the property management income shall be recognized. 20.5 Interest income 62 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Shall be determined and calculated according to the time of monetary capital and the actual rate. 21. Government allowance Government subsidies are those monetary and/or non-monetary assets obtained from the government by free. Government subsidies are recognized when attached conditions are satisfied and received. Monetary government subsidies are measured at the amount received or receivable. Non-monetary government subsidies are measured at fair value. If no fair value is available, nominal amount will be adopted. Government subsidies measured at nominal amount are accounted into current income account directly. Asset-related government subsidies are recognized as differed income and accounted into current income evenly upon their useful life. Those income-related government subsidies used to neutralize relative expenses and losses of successive periods are recognized as differed income and accounted into current income at the period when the expenses are recognized; those used to neutralize relative expenses and losses which have already occurred are accounted into current income directly. When a recognized government subsidy needs to be returned, if there is balance of relative deferred income, the booked balance of relative deferred income shall be neutralized, the exceeding part shall be accounted into current income account; if there is no relative deferred income, it will be accounted into current income account. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 22. Differed income tax assets/ differed income tax liabilities Income tax expenditures include current income tax and differed income tax. 22.1 Income tax of current term At the balance sheet date, the income tax liabilities (or assets) formed at current term or previous terms are measured by the predicted income tax payable according to the tax law. 22.2 Deferred income tax asset and deferred income tax liabilities The differences between the book values and taxable basis of certain assets and liability items, and provisional differences occurred between the book value and taxable basis which are not recognized as assets and liabilities, but may be recognized for taxable basis according to the law, are recognized as deferred income tax asset and deferred income tax liabilities on liability basis of the balance sheet. Generally all of the provisional differences are recognized for related differed income tax. Whereas for the provisional deductible differences, the Group may possibly recognize differed income tax asset to the limit of taxable income could be used to neutralize the provisional differences. Those taxable provisional differences relating to initial recognition of goodwill, not causing by enterprise mergers transaction, also making no influence on the accounting profit and 63 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 taxable income (or deductible losses) when initial recognition of assets or liabilities generated by trades occurs are not recognized as relative differed income tax liabilities. Deductible losses and tax deduction which could be transferred to successive years are recognized as differed income tax assets to the limit of future taxable income which could be used to deduct deductible losses and tax deduction. Meanwhile, those taxable provisional differences related to investments in subsidiaries, joint businesses, and cooperative businesses, if the Company is able to control the writing back time of the provisional differences, and these provisional differences may neither be written back in an expectable future, are not recognized as relative differed income tax liabilities. Deductible provisional differences related to investment in subsidiaries, affiliates, and joint ventures, are recognized as differed income tax asset only when the provisional differences could be written back in predicable future, and the taxable income amount could be obtained to deduct the deductible provisional differences. At the balance sheet day, those differed income tax assets and income tax liabilities, according to the tax law, calculation will be on tax rate applicable to retrieving period of assets or clearing of liabilities. Except for those current income taxes and differed income taxes related to trades which are directly accounted into shareholders’ equity are accounted into other incomes, and differed income tax generated by merger of businesses are adjusted in the book value of goodwill, all current income taxes and differed income taxes expenditures or incomes are accounted into current gain/loss account. At the balance sheet day, verification will be performed on the book value of differed income tax assets. If it is not possible to obtain enough taxable income to neutralize the benefit of differed income tax assets, then the book value of the differed income tax assets shall be reduced. Whenever obtaining of taxable income became possible, the reduced amount shall be restored. When accounting with net amount is a stipulated rights, and tending to account with net amount or acquire of asset and clearing of debts are performed simultaneously, the income tax asset and liabilities of the current term are accounted at net amount after neutralization. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 22. Differed income tax assets/ differed income tax liabilities – cont. 22.2 Deferred income tax asset and deferred income tax liabilities – cont. When accounting of income tax asset and liabilities of current term with net amount is the stipulated rights, and the income tax asset and liabilities are related to the same subject recognized by the same taxation authority, or to the different subjects but within each period of writing back the differed income tax asset and liabilities with great importance, and tending to account with net amount or acquire of asset and clearing of debts are performed simultaneously, the income tax asset and liabilities of the current term are accounted at net amount after neutralization. 64 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 23. Operational leasing and financial leasing Financial leases are those which all of the risks and rewards attached to the assets have been substantially transferred, regardless its ultimate ownership will be transferred or not. Leases other than this are regarded as operational lease. 23.1 Recording of operational lease businesses in which the Company is the undertaker Rentals paid for operational lease are amortized to relative asset cost or current gain/loss account on straight basis to each term covered by the rental period. Initial direct expenses accounted into current gain/loss account. Contingent rentals are accounted into current gain/loss account as soon as happened. 23.2 Recording of operational lease businesses in which the Company is a lender Rental income from operational rental property are recognized as current gain/loss at straight basis to periods in the rental period. Initial direct expenses with large amount are capitalized as occurred, and accounted into current income account at the same base periods same as recognition of rental income to the whole rental period. Initial direct expenses with minor amount are accounted into current income account at occurring. Contingent rental is accounted into current income account as occurring. (II) Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors – Cont. 24. Employee wages In the accounting period when the employees served the Company, the remunerations payable to the employees are recognized as liabilities, except for the compensation for dismissing of labor service contract. According to the regulations, the Company has participated in the social security system setup by the government, including endowment insurance, medical insurance, housing reserves, and other social security policies. Corresponding expenses are accounted into relative asset cost or current income account. When a employee is dismissed before expiring of the employment contract, or proposed compensation for voluntary disengaging, if the Group has produced an official disengagement scheme or voluntary disengaging proposal and will implement them, and these scheme or proposal are irrevocable, predicted liability shall be recognized and accounted into current income account. (III) Taxation 1. Types and rates of taxes Class of tax Tax basis Tax rate Enterprise income tax Amount of income taxable Note 1 Business tax Income from sales or leasing of property 5% 65 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Income from sales of goods (Note 2) 17% VAT Income from power supply (Note 2) 17% Income from property sales – amount of on ultra-progressive tax rate of Land VAT deducted items 30%-60% Amount received for land using rights and 3% Contract tax estates 70% of the original value of estates (Note 1.2% Property tax 3) City maintenance and Operational tax (or VAT paid) 7%(Note 4) construction tax Education surtax Operational tax (or VAT paid) 3%(Note 4) Note 1: Except for businesses in the following areas, the income tax rate for other subsidiaries of the Company is 25%. Tax rate Notes Shenzhen and Zhuhai 24% (1) Hong Kong 16.5% (2) (1) Shenzhen and Zhuhai are special economical zones. According to document Guo-Fa (2007)39 issued by National Government, since January 1, 2008, enterprises originally enjoy preferential tax rates will shift to statutory rates gradually in five years upon implementing of the new Tax Law. In which enterprises enjoys 15% of corporation tax will be subject to 24% of corporation tax in 2011. Therefore the subsidiaries of the Company located in Shenzhen and Zhuhai are subject to 24% of corporation tax. (2) According to Taxation Act of Hong Kong, enterprises located in Hong Kong are subject to 16.5% of corporation tax. (III) Taxation - continues 1. Types and rates of taxes – cont. Note 2: VAT is the balance of output tax less deductible input tax. Output tax is calculated according to the sales income and taxable rate set forth by the relative taxation laws. Note 3: The fixed assets of buildings and rental properties are subject to the payment of property tax upon 70% of their original book value and stipulated tax rate. In which the newly constructed buildings are exempted from property taxes in 3 years since documented by the tax bureau. Note 4: According to “The notice on adopting of universal standard of city construction tax and education surcharge for domestic and foreign invested enterprises” [国发(2010)35 号] issued by the national government and “Notice on city construction tax and education surcharge for foreign invested enterprises” (财税[2010]103), city construction tax and education surcharge will be charged on foreign invested enterprises at 7% and 3% respectively on VAT, consuming tax, and operational tax since December 1, 2010 (included). 66 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (IV) Merger of enterprises and consolidated financial statements 1. Particulars of the subsidiaries (1) Subsidiaries acquired through incorporation or investment Amount of Balance of minor other items shareholders’ actually equity used Actual capital formed net Minor to offset the Full name of Registered input as of investment Share shareholder gain/loss of the Ownership of Business capital end of term in the proportion Voting Consolid s’ equity minor subsidiary the subsidiary Reg. Add. property RMB’000 Business Scope (RMB’000) subsidiaries % power % ated? (RMB) shareholders Eureka Investment Investme Not Not Ltd. liability HK HKD20,000 Investment 19,919 - 100% 100% Yes Industrial nt applicable applicable Ltd. Shenzhen Taige Indoor golf court, Property Hotel Not Not Apartment Ltd. liability Shenzhen RMB1,000 rental, restaurant, shopping 1,000 - 100% 100% Yes service applicable applicable Management mall Co., Ltd. Shekou Xinghua Property Real-estate and other Industrial Ltd. liability Shenzhen develop HKD47,420 38,065 - 65.07% 65.07% Yes 39,894,400 - properties Holdings ment Co., Ltd. Shekou Building of commercial Zhaofa Not Not Ltd. liability Shenzhen Property RMB36,000 houses and auxiliary 36,000 - 100% 100% Yes Property Co., applicable applicable facilities Ltd. Shenzhen CM Property Property Real-estate operation, Not Not Ltd. liability Shenzhen RMB2,000 2,000 - 100% 100% Yes Consultancy agency information & consulting applicable applicable Ltd. Shanghai China Property Property development and Not Not Merchants Ltd. liability Shanghai develop RMB30,000 sales of construction 30,000 - 100% 100% Yes applicable applicable Properties ment materials Co., Ltd. Guangzhou Ltd. liability Guangzhou Property RMB50,000 Specialized property 50,000 - 100% 100% Yes Not Not 67 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 China develop development, leasing and applicable applicable Merchants ment sales Real-estate Co., Ltd. CM Property Property Property development and Not Not (Beijing) Ltd. liability Beijing develop RMB20,000 20,000 - 100% 100% Yes sales applicable applicable Ltd. ment China Property Merchants Property development, Not Not Ltd. liability Suzhou develop RMB30,000 30,000 - 100% 100% Yes (Suzhou) operation and sales applicable applicable ment Co., Ltd. CM Property Property development, Not Not (Chongqing) Ltd. liability Chongqing develop RMB30,000 leasing of self-owned 30,000 - 100% 100% Yes applicable applicable Ltd. ment properties 68 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (IV) Merger of enterprises and consolidated financial statements – cont. 1. Particulars of the subsidiaries – cont. (1) Subsidiaries acquired through incorporation or investment – cont. Amount of minor shareholders’ Actual Balance of other equity used capital items actually to offset the Full name of Registered input as of formed net Share Voting Minor gain/loss of the Ownership of Business capital end of term investment in proportio power Consolidate shareholders’ minor subsidiary the subsidiary Reg. Add. property RMB’000 Business Scope (RMB’000) the subsidiaries n% % d? equity (RMB) shareholders CM Property Property development, Not Not (Nanjing) Ltd. liability Nanjin develop RMB30,000 30,000 - 100% 100% Yes sales, and services applicable applicable Ltd. ment Tianjin China Property Property development, Merchants Ltd. liability Tianjin develop RMB40,000 30,000 - 75% 75% Yes 16,754,490 - sales, and services Properties ment Co., Ltd. Shenzhen China Property Merchants Leasing of self-owned Not Not Ltd. liability Shenzhen develop RMB25,000 36,803 - 100% 100% Yes Xin’an properties applicable applicable ment Properties Co., Ltd. Property management, Beijing CM decoration, consultancy, Property Ltd. liability Beijing Property RMB5,000 property facility sales, 4,000 - 80% 80% Yes 5,946,669 - Management maintenance, property Co., Ltd. leasing and agency Property management, Nanjing CM decoration, consultancy, Property Not Not Ltd. liability Nanjin Property RMB5,000 property facility sales, 5,000 - 100% 100% Yes Management applicable applicable maintenance, property Co., Ltd. leasing and agency Property management, Shanghai decoration, consultancy, CM Property Not Not Ltd. liability Shanghai Property USD620 property facility sales, 5,130 - 100% 100% Yes Management applicable applicable maintenance, property Co., Ltd. leasing and agency 69 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Property management, Wuhan CM decoration, consultancy, Property Not Not Ltd. liability Wuhan Property RMB5,000 property facility sales, 5,000 - 100% 100% Yes Management applicable applicable maintenance, property Co., Ltd. leasing and agency 70 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (IV) Merger of enterprises and consolidated financial statements – cont. 1. Particulars of the subsidiaries – cont. (1) Subsidiaries acquired through incorporation or investment – cont. Amount of Balance of minor other items shareholders’ Actual actually equity used to capital formed net offset the Full name of Registered input as of investment Share Minor gain/loss of the Ownership of Business capital end of term in the proport Voting Consol shareholders’ minor subsidiary the subsidiary Reg. Add. property RMB’000 Business Scope (RMB’000) subsidiaries ion % power % idated? equity (RMB) shareholders Property management, CM Property decoration, consultancy, Not Management Ltd. liability HK Property HKD 10 property facility sales, 11 - 100% 100% Yes Not applicable applicable (HK) Ltd. maintenance, property leasing and agency Shenzhen Property management, China decoration, consultancy, Merchants Not Ltd. liability Shenzhen Property RMB11,200 property facility sales, 11,200 - 100% 100% Yes Not applicable Property applicable maintenance, property leasing Management and agency Co., Ltd. Property management, Zhangzhou decoration, consultancy, CM Property Not Ltd. liability Zhangzhou Property RMB500 property facility sales, 500 - 100% 100% Yes Not applicable Management applicable maintenance, property leasing Ltd. and agency Shenzhen Property management, CM Qile decoration, consultancy, Property Ltd. liability Shenzhen Property RMB2,000 property facility sales, 1,200 - 60% 60% Yes (1,494,074) 1,494,074 Management maintenance, property leasing Ltd. and agency Zhangzhou Property CM Property development and Not Ltd. liability Zhangzhou develop RMB40,000 38,448 - 100% 100% Yes Not applicable Honglong sales applicable ment Property Ltd. Foshan Property Xincheng Property development, sales, Ltd. liability Foshan develop USD127,000 478,690 - 50% 50% Yes 527,333,870 - Property Co., and services ment Ltd. (Note 1) 71 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Huipeng Property Property Property development, sales, Development Ltd. liability HK develop HKD 10 5 - 50% 50% Yes (40,760,870) 40,760,870 and services Co., Ltd. ment (Note 1) Suzhou Property Shuanghu Property development, sales, Ltd. liability Suzhou develop USD244,000 867,300 - 50% 50% Yes 798,292,001 69,007,999 Property Co., and services ment Ltd. (Note 1) Tianjing Property Zhaosheng Property development, sales, Not Ltd. liability Tianjin develop RMB30,000 30,000 - 100% 100% Yes Not applicable Property Co., and services applicable ment Ltd. 72 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (IV) Merger of enterprises and consolidated financial statements – cont. 1. Particulars of the subsidiaries – cont. (1) Subsidiaries acquired through incorporation or investment – cont. Balance of Amount of other items minor actually shareholders’ Actual formed net equity used capital input investment to offset the Registered as of end of in the Share Minor gain/loss of Full name of the Ownership of Reg. Business capital term subsidiarie proporti Voting Consolid shareholders’ minor subsidiary the subsidiary Add. property RMB’000 Business Scope (RMB’000) s on % power % ated? equity (RMB) shareholders Shenzhen CM Anye Investment Shenzh Investmen Industrial investment, Ltd. liability RMB10,000 5,100 - 51% 51% Yes 2,856,887 2,043,113 Development Co., en t domestic commerce Ltd. Shanghai CM Property Property development, Shangh Not Minsheng Ltd. liability developm RMB30,000 interior decoration, trade 30,000 - 100% 100% Yes Not applicable ai applicable Property Ltd. ent of construction materials Shanghai CM Property Property development, Shangh Not Fengsheng Ltd. liability developm RMB30,000 interior decoration, trade 30,000 - 100% 100% Yes Not applicable ai applicable Property Ltd. ent of construction materials Construction engineering, Shenzhen CM Property decoration, elevator, air Shenzh Not Construction Co., Ltd. liability developm RMB150,000 conditioner maintaining, 150,000 - 100% 100% Yes Not applicable en applicable Ltd. ent sales of construction materials Suzhou CM Property Property development, Nanshan Property Ltd. liability Suzhou developm RMB100,000 60,000 - 60% 60% Yes 92,041,576 - sales, and services Co., Ltd. ent Guangzhou Qidi Property Tech & Science Guang Ltd. liability developm RMB30,000 Venture Investment 21,777 - 72.59% 72.59% Yes 4,786,544 3,436,456 Investment Co., zhou ent Ltd. Foshan Xinjie Property Property development, Not Property Co., Ltd. Ltd. liability Foshan developm USD219,800 1,511,578 - 100% 100% Yes Not applicable sales, and services applicable (Note 1) ent British Heighten Holdings Investmen Not Ltd. liability Virgin USD0.002 Investment 11 - 100% 100% Yes Not applicable Limited t applicable Island Converage Ltd. liability British Investmen USD0.002 Investment 11 - 100% 100% Yes Not applicable Not 73 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Holdings Limited Virgin t applicable Island China Merchants Property development, Property Properties Chong interior decoration Not Ltd. liability developm RMB30,000 30,000 - 100% 100% Yes Not applicable (Chongqing) Co., qing service, trade of applicable ent Ltd. construction materials 74 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (IV) Merger of enterprises and consolidated financial statements – cont. 1. Particulars of the subsidiaries – cont. (1) Subsidiaries acquired through incorporation or investment – cont. Amount of Actual Balance of minor capital other items shareholders’ input as actually equity used to of end of formed net offset the Registered term investment in Share Minor gain/loss of Full name of the Ownership of the Reg. Business capital (RMB’0 the proportion Voting Consol shareholders’ minor subsidiary subsidiary Add. property RMB’000 Business Scope 00) subsidiaries % power % idated? equity (RMB) shareholders China Merchants Jiaming Property development, Property (Beijing) interinal decoration service, Ltd. liability Beijing develop RMB350,000 175,000 - 50% 50% Yes 231,246,948 5,895,183 Property trade of construction ment Development materials Co., Ltd. Shenzhen CM Developing of commercial Commercial Property Shenzhe property, operation, Development Ltd. liability develop RMB100,000 100,000 - 51% 51% Yes 47,647,377 1,333,438 n management, leasing, Co., Ltd. ment investment in industry (Note 3) Beijing Property development, sales Kanglade Property of its products, hotel Property Ltd. liability Beijing develop RMB30,000 18,000 - 60% 60% Yes 9,125,898 2,874,102 development, import & export Development ment of goods and technologies Co., Ltd. Shenzhen China Special measurement Merchants Shenzhe Power technologies authorized by Not Electric Power Ltd. liability RMB1,500 1,500 - 100% 100% Yes Not applicable n supply Shenzhen Quality and applicable Measurement Technical Supervisory Bureau Co., Ltd. Chengdu China Property Property development, project Merchants Beihu Not Ltd. liability Chengdu develop RMB50,000 investment, property agency, 50,000 - 100% 100% Yes Not applicable Property Co., applicable ment and management service Ltd. Tianjin Gangwei Property Property development, sales, Property Not Ltd. liability Tianjin develop RMB15,000 leasing, management and 15,000 - 100% 100% Yes Not applicable Development applicable ment information service Co., Ltd. 75 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Shenzhen China Property Property development, Merchants OCT Shenzhe Ltd. liability develop RMB100,000 management, agency, and 50,000 - 50% 50% Yes 240,710,341 - Investment Co., n ment decoration Ltd. (Note 2) British Pride Oasis Investme Ltd. liability Virgin USD0.002 Investment 0.007 - 50% 50% Yes 55,061,750 - Limited (Note 1) nt Island Chongqing China Merchants Property Property Chongqi Developing, leasing, sales and Not Ltd. liability develop USD399,960 2,712,784 - 100% 100% Yes Not applicable Development ng management of property applicable ment Co., Ltd. (Note 4) 76 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (IV) Merger of enterprises and consolidated financial statements – cont. 1. Particulars of the subsidiaries – cont. (1) Subsidiaries acquired through incorporation or investment – cont. Balance of other items Amount of Actual actually minor capital formed shareholders’ input as net equity used to Busine of end investmen offset the ss Registered of term t in the Share Minor gain/loss of Full name of the Ownership of Reg. propert capital (RMB’0 subsidiari proportion Voting Consol shareholders’ minor subsidiary the subsidiary Add. y RMB’000 Business Scope 00) es % power % idated? equity (RMB) shareholders Cosmo City Invest Not Ltd. liability HK USD0.002 Investment 0.013 - 100% 100% Yes Not applicable Limited ment applicable Propert Property development, property Chengdu CM y Not Ltd. liability Chengdu RMB10,000 management, project 10,000 - 100% 100% Yes Not applicable Property Co., Ltd. develo applicable investment , property agency pment Foshan CM Propert Property development, property Huidefeng y Ltd. liability Foshan USD99,900 management, project 340,978 - 50% 50% Yes 340,326,933 651,068 Property Co., Ltd. develo investment , property agency (Note 1) pment Shanghai Jingyuan Propert Property development, rent of Property y Ltd. liability Shanghai RMB555,000 properties, property 279,000 - 55% 55% Yes 247,442,187 2,307,813 Development Co., develo management, interior decoration Ltd. (Note 5) pment Propert Foshan Yiyun Property development, y Property Co., Ltd. Ltd. liability Foshan RMB30,000 construction, sales, rent, and 15,000 - 50% 50% Yes 14,696,159 4,462 develo (Note 6) property management pment Propert Yunnan CM Property development, sales, y Chengtou Property Ltd. liability Kunming RMB10,000 rent, decoration, agency, 6,000 - 60% 60% Yes 3,970,196 29,804 develo Co., Ltd. property management pment Fujan Property development, property Propert Zhongliansheng rent and sales, property y Property Ltd. liability Xiamen RMB50,000 management, construction 25,000 - 50% 50% Yes 22,879,161 2,120,839 develo Development Co., works, interior decoration, rent pment Ltd. (Note 7) of construction equipment 77 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Property development, rent and Propert sales, property service, CM Property y Not Ltd. liability Xiamen RMB50,000 construction works, interior 50,000 - 100% 100% Yes Not applicable Xiamen Co., Ltd. develo applicable service, sales of construction pment materials Chengdu CM Propert Property development, project Beicheng Property y Not Ltd. liability Chengdu RMB10,000 investment, property agency, 10,000 - 100% 100% Yes Not applicable Development Co., develo applicable and management service Ltd. pment 78 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (IV) Merger of enterprises and consolidated financial statements – cont. 1. Particulars of the subsidiaries – cont. (1) Subsidiaries acquired through incorporation or investment – cont. Balance of other items Amount of Actual actually minor capital formed shareholders’ input as of net equity used to Busine end of investmen offset the ss Registered term t in the Share Minor gain/loss of Full name of the Ownership of Reg. propert capital (RMB’00 subsidiari proportion Voting Consol shareholders’ minor subsidiary the subsidiary Add. y RMB’000 Business Scope 0) es % power % idated? equity (RMB) shareholders Nanjing China Propert Merchants Property development, y Not Ruisheng Property Ltd. liability Nanjin RMB30,000 property management, project 30,000 - 100% 100% Yes Not applicable develo applicable Co., Ltd. investment , property agency pment (Note 8) China Merchants Propert Property development, Property (Wuhan) y Not Ltd. liability Wuhan RMB30,000 property management, project 30,000 - 100% 100% Yes Not applicable Co., Ltd. develo applicable investment , property agency (Note 9) pment Yingze Development Co., Invest Not Ltd. liability HK HKD 10 Investment 0 - 100% 100% Yes Not applicable Ltd. ment applicable (Note 10) China Merchants Propert Property Property development, Zhenjian y Not (Zhenjiang) Co., Ltd. liability RMB50,000 property management, project 50,000 - 100% 100% Yes Not applicable g develo applicable Ltd. investment , property agency pment (Note 11) Zhenjiang Yingsheng Propert Property development, Property Zhenjian y Not Ltd. liability USD93,000 property management, project 600,651 - 100% 100% Yes Not applicable Development Co., g develo applicable investment , property agency Ltd. pment (Note 12) Shenzhen China Propert Merchants Property development, y Not Shangzhi Ltd. liability Shenzhen RMB200,000 property management, project 2,076,481 - 100% 100% Yes Not applicable develo applicable Investment Co., investment , property agency pment Ltd. 79 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (Note 13) Tianjin China Propert Property development, Merchants Taida y Not Ltd. liability Tianjin RMB30,000 property management, project 18,000 - 60% 60% Yes 12,000 Property Co., Ltd. develo applicable investment , property agency (Note 14) pment (IV) Merger of enterprises and consolidated financial statements – cont. 1. Particulars of the subsidiaries – cont. (2) Subsidiaries acquired from merger of enterprises under common control Amount of Balance of minor other items shareholders’ Actual actually equity used capital formed net to offset the Ownership of Registered input as of investment Minor gain/loss of Full name of the the Business capital end of term in the Share Voting shareholders’ minor subsidiary subsidiary Reg. Add. property RMB’000 Business Scope (RMB’000) subsidiaries proportion % power % Consolidated? equity (RMB) shareholders Shenzhen CM Property Property Not Property Co., Ltd. liability Shenzhen RMB300,000 development and 1,415,831 - 100% 100% Yes Not applicable development applicable Ltd. (Note 13) sales Shenzhen CM Power Power supply and Not Power Supply Ltd. liability Shenzhen RMB57,000 592,978 - 100% 100% Yes Not applicable supply sales applicable Co., Ltd. Zhangzhou China Property Property Merchants Ltd. liability Zhangzhou RMB250,000 development and 127,500 - 51% 51% Yes 166,514,413 - development Properties Co., sales Ltd. Shenzhen Hotel Shekou Sea Hotel management, World Hotel Ltd. liability Shenzhen RMB30,000 15,314 - 51% 51% Yes 14,443,156 271,215 management export of goods Management and technologies Co., Ltd. China Property Merchants management, Not Ltd. liability Shenzhen Property RMB25,000 169,200 - 100% 100% Yes Not applicable Property decoration, applicable Management consultancy, 80 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Co., Ltd. property facility sales, maintenance, property leasing and agency Shanghai China Property Merchants Property development, Not Ltd. liability Shanghai RMB30,000 30,000 - 100% 100% Yes Not applicable Real-estates Co., development sales, and applicable Ltd. services 81 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (IV) Merger of enterprises and consolidated financial statements – cont. 1. Particulars of the subsidiaries – cont. (3) Subsidiaries acquired from merger of enterprises under different control Amount of Balance of minor other items shareholders’ Actual actually equity used to capital formed net Minor offset the Registered input as of investment shareholders’ gain/loss of Full name of Ownership of Business capital (x end of term in the Share Voting equity minor the subsidiary the subsidiary Reg. Add. property 1000) Business Scope (RMB’000) subsidiaries proportion % power % Consolidated? (RMB) shareholders Property development, Shanghai CM interior Property Not Not Fengrui Ltd. liability Shanghai RMB10,000 decoration 10,000 - 100% 100% Yes development applicable applicable Property Ltd. service, trade of construction materials Zhuhai China Property Merchants Property Not Not Ltd. liability Zhuhai RMB8,000 development and 8,000 - 100% 100% Yes Property Co., development applicable applicable sales Ltd. Zhuhai Property Yuanfeng Property Ltd. liability Zhuhai RMB8,000 development and 4,080 - 51% 51% Yes 109,447,898 - Property Co., development sales Ltd. Shanghai Fengyang Property Property Property Ltd. liability Shanghai RMB30,000 development and 353,250 - 60% 60% Yes 267,804,077 - development Development sales Co., Ltd. Shenzhen Property Meiyue Property consultancy, Not Not Properties Ltd. liability Shenzhen RMB1,000 88,287 - 100% 100% Yes development planning and applicable applicable Consultants brokerage Co., Ltd. Shenzhen City Industry and Not Not Main Plaza Ltd. liability Shenzhen Investment RMB10,000 domestic - - 100% 100% Yes applicable applicable Investment Co., commerce 82 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Ltd. 83 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (IV) Merger of enterprises and consolidated financial statements – cont. 1. Particulars of the subsidiaries – cont. Note 1: Through its subsidiary Eureka Investment & Industry Co., Ltd., the Company is holding 50% of the equity capital of Foshan Xincheng Real Estate Co., Ltd., Huipeng Real Estate Co., Ltd., Suzhou Shuanghu Real Estate Co., Ltd., Pride Oasis Limited, Foshan China Merchants Defeng Property Co., Ltd. respectively. Because these subsidiaries are holding the major amount of voting capital in these companies, they are substantially controlling over the financial and business operations of these companies. Thus the Company incorporates them in the consolidate range of the consolidated financial statements. As for Huipeng Real Estate Co., Ltd. is holding 100% of the equity capital of Foshan Xinjie Real Estate Co., Ltd., thus Foshan Xinjie Real Estate Co., Ltd. is incorporated into the consolidation range. Note 2: The Company respectively holds 50% equity capital of China Merchants Jiaming (Beijing) Property Co., Ltd. through Shenzhen CM Property Co., Ltd. Because the Group holds major voting rights in the board of China Merchants Jiaming (Beijing) Property Co., Ltd., controls the financial and business decisions, thus the Group incorporates it into the range of consolidated financial statements. Note 3: In January 2011, Shenzhen China Merchants Business Development Co., Ltd. increased its capital. Its registered capital was increased from RMB51 million to RMB100 million. The increased capital was inputted in one payment of cash by Shenzhen Marine World Industrial Development Co., Ltd. Upon completion of this, the Company is still holding 51% equity of Shanghai Jingyuan Property Development. Therefore the Company is holding substantial power on financial and business decisions of the company, and it was included in the consolidated financial statements. Note 4: In May 2011, Cosmo City Limited – one of the subsidiaries of the Company, increased its investment in Chongqing China Merchants Property Development Co., Ltd. by USD50 million. Cosmo City Limited still holds 100% of its equity. Therefore Chongqing China Merchants Property Development Co., Ltd. was incorporated in the consolidated financial statements. 84 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (IV) Merger of enterprises and consolidated financial statements – cont. 1. Particulars of the subsidiaries – cont. Note 5: In february 2011, Shanghai Jingyuan Property Development Co., Ltd. increased its capital. Its registered capital was increased from RMB30 million up to RMB555 million. Shanghai China Merchants Property Co., Ltd. and Shanghai Langda Industry Co., Ltd. inputted capital in original share portions. Upon completion of this, the Company is still holding 55% equity of Shanghai Jingyuan Property Development. Therefore the Company is holding substantial power on financial and business decisions of the company, and it was incorporated in the consolidated financial statements. Note 6: The Company invested through Guangzhou China Merchants Real-Estate Co., Ltd. to take 50% of capital shares of Foshan Yiyun Property Co., Ltd. For the Company is holding major voting rights in the board of the company through Shenzhen CM Property, thus take control over the financial and business decisions. Therefore it was incorporated in the consolidation range. Note 7: Fujian Zhongliansheng Property Development Co., Ltd. was founded by the Company and Guangzhou Jindi Property Development Co., Ltd., in which the Company is holding 50% of the capital shares. For the Company is holding the majority votes in the board of Fujian Zhongliansheng Property Development Co., Ltd., thus it has practical control over the financial and business decisions of the company. Therefore the Company includes it in the consolidated financial statements. Note 8: In January 2011, China Merchants Property (Nanjing) Co., Ltd. invested to establish Nanjing China Merchants Ruisheng Property Co., Ltd. with registered capital of RMB30 million. The Company is indirectly holding 100% of the equity and voting power over this company, therefore it is incorporated in the consolidated financial statements. Note 9. In February 2011, the Company invested to establish China Merchants Property (Wuhan) Co., Ltd. with registered capital of RMB30 million. The Company is holding 100% of the equity and voting power over this company, therefore it is incorporated in the consolidated financial statements. Note 10. In February 2011, Hong Kong Eureka Investment – one of the subsidiaries of the Company invested to establish Yingze Development Co., Ltd. with registered capital of HKD10 thousand. The Company is holding 100% of the equity and voting power over this company, therefore it is incorporated in the consolidated financial statements. Note 11: In March 2011, the Company invested to establish China Merchants (Zhenjiang) Co., Ltd. with registered capital of RMB50 million. The Company is holding 100% of the equity and voting power over this company, therefore it is incorporated in the consolidated financial statements. Note 12. In May 2011, Yingze Development Co., Ltd. – the subsidiary of the Company, and the Company invested jointly to setup Zhenjiang Yingsheng Property Development Co., Ltd. with registered capital of USD93 million, in which Yingze Development Co., Ltd. invested USD92.07 million and take 99% of the share equity; the Company invested 85 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 USD930 million and take 1% of the equity. The Company and the subsidiary is jointly holding 100% of the equity and voting power over this company, therefore it is incorporated in the consolidated financial statements. Note 13. In March 2011, by means of derivate split, Shenzhen China Merchants Property Co., Ltd. was split to Shenzhen China Merchants Property Co., Ltd. (registered capital: RMB300 million) and the newly incorporated Shenzhen China Merchants Property Investment Co., Ltd. (registered capital: RMB200 million). The Company is holding 100% of the equity and voting power over this company, therefore it is incorporated in the consolidated financial statements. Note 14: Tianjin China Merchants Taida Property Co., Ltd., was founded by the Company’s subsidiary Shenzhen China Merchants Property Co., Ltd. and Tianjin Taida Development Co., Ltd., in which the Company is holding 60% of the capital shares. For the Company is holding the majority votes in the board of Tianjin China Merchants Taida Property Co., Ltd., thus it has practical control over the financial and business decisions of the company. Therefore the Company includes it in the consolidated financial statements. (IV) Merger of enterprises and consolidated financial statements – cont. 2. Entities newly consolidated in current term RMB Yuan Name Net asset at end of Net profit of the term current term (loss) Zhenjiang Yingsheng Property Development 600,534,115 (117,359) Co., Ltd. China Merchants Property (Zhenjiang) Co., Ltd. 49,868,176 (131,824) Nanjing China Merchants Ruisheng Property 30,031,890 31,890 Co., Ltd. China Merchants Property (Wuhan) Co., Ltd. 29,826,130 (173,870) Shenzhen China Merchants Shangzhi 2,333,779,991 216,331,570 Investment Co., Ltd. Yingze Development Co., Ltd. 13,906,056 13,897,547 Tianjin China Merchants Taida Property Co., 30,000,000 - Ltd., 86 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements 1. Monetary fund RMB Yuan End of term Beginning of term Original Exchange Amount Original Exchange Amount Items currency rate RMB currency rate RMB Cash: RMB 99,949 1.00 99,949 53,947 1.00 53,947 HKD 4,244 0.83 3,530 6,069 0.85 5,164 Bank account: RMB 7,609,327,445 1.00 7,609,327,445 8,214,811,543 1.00 8,214,811,543 USD 44,216,925 6.47 286,154,253 104,384,274 6.62 690,772,033 HKD 14,135,477 0.83 11,755,062 10,521,355 0.85 8,952,621 Other monetary fund (Note) USD 8,356,665 6.47 54,080,994 10,088,740 6.62 66,738,549 RMB 1,006,291,205 1.00 1,006,291,205 695,051,195 1.00 695,051,195 Total 8,967,712,438 9,676,385,052 Note: Balance of other monetary capital was mainly prepayment for property, deposits of foreign currency future contracts and guarantee letters of project payment. 2. Transactional financial assets / liabilities Details of transactional financial assets/liabilities: RMB Yuan Fair value at beginning of Items Fair value at end of term term Transactional financial assets: 1. Transactional bond investment - - 2. Transactional equity instruments - - 3. Financial assets defined to measured at fair value and fluctuation accounted into current gain/loss - - account 4. Derivate financial assets 2,640,628(Note) 846,539 5. Hedge instruments - - 6. Others - - Total 2,640,628 846,539 Transactional financial liabilities: 1. Transactional bond investment - - 2. Transactional equity instruments - - 3. Financial liabilities defined to measured at fair value and fluctuation accounted into current gain/loss - - account 4. Derivate financial liabilities 7,218,100(Note) 20,824,615 5. Others - - Total 7,218,100 20,824,615 87 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 2. Transactional financial assets / liabilities – cont. Note: This was the fair value at end of the contract year by which Eureka Investment Industrial Co., Ltd. and ING Bank N.V., Hong Kong Branch engaged for future foreign currency trading without transferring of principal. As of June 30, 2011, the nominal principal has amounted to USD180,000,000 (December 31, 2010: USD353,410,000). Such contracts will due amongst the period from October 12, 2011 to April 30, 2012. 3. Account receivable (1) Account receivable categorized by property RMB Yuan End of term Beginning of term Book balance Bad debt provision Book balance Bad debt provision Propo Propo Propo Propo rtion rtion rtion rtion Categories Amount % Amount % Amount % Amount % Single receivable account with mass amount - - - - - - - - (note) No major amount individually but with great risk after combined with others 3,502,304 4 2,915,689 83 5,350,608 5 4,001,444 75 with similar credit risk Other non-material receivables 94,783,873 96 6,491,935 7 106,667,364 95 5,413,435 5 Total 98,286,177 100 9,407,624 10 112,017,972 100 9,414,879 8 Note: Single receivable account with mass amount is defined to account over RMB10 milion. Ages of receivable accounts: RMB Yuan End of term Beginning of term Bad debt Bad debt Age Amount Proportion % provision Book value Amount Proportion % provision Book value within 1 yr 88,751,840 90 5,521,722 83,230,118 97,589,029 86 3,748,574 93,840,455 1-2 years 2,918,859 3 142,392 2,776,467 8,485,365 8 1,083,870 7,401,495 2-3 years 3,113,174 3 827,821 2,285,353 592,970 1 580,990 11,980 Over 3 yrs 3,502,304 4 2,915,689 586,615 5,350,608 5 4,001,445 1,349,163 Total 98,286,177 100 9,407,624 88,878,553 112,017,972 100 9,414,879 102,603,093 (2) No balance in the account receivable due from shareholders holding 5% or over of the Company’s shares. (3) Top 5 receivable accounts RMB Yuan Portion in total Name of the companies Amount Ages receivables Client I 6,674,615 within 1 yr 7 Client II 5,568,797 within 1 yr 6 Client III 2,376,283 Over 2 yrs 2 Client IV 1,890,000 within 1 yr 2 Client V 1,800,000 within 1 yr 1 Total 18,309,695 18 (4) No accounts receivable due from related parties. 88 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 4. Other account receivable. (1) Other account receivable categorized by property RMB Yuan End of term Beginning of term Book balance Bad debt provision Book balance Bad debt provision Categories Amount Proportion % Amount Proportion % Amount Proportion % Amount Proportion % Other receivable with major individual 4,156,121,234 97 - - 3,930,452,175 95 - - amount (Note) No major amount individually but with great risk 14,623,648 - 2,237,391 15 6,486,798 - 2,083,365 32 after combined with others with similar credit risk Other minor other 109,933,122 3 1,832,147 2 211,842,064 5 1,983,535 1 receivables Total 4,280,678,004 100 4,069.538 - 4,148,781,037 100 4,066,900 - Note: Note: SingleotherreceivableaccountwithmassamountisdefinedtoaccountoverRMB10million. Age of other receivable accounts: RMB Yuan End of term Beginning of term Propo Propor Bad debt Bad debt Amount Book value Amount rtion Book value tion % provision provision Age % within 1 yr 3,878,584,858 91 346,458 3,878,238,400 3,221,925,971 77 186,740 3,221,739,231 1-2 years 278,411,120 6 820,467 277,590,653 899,212,085 22 940,655 898,271,430 2-3 years 109,058,378 3 665,222 108,393,156 21,156,183 1 856,140 20,300,043 Over 3 yrs 14,623,648 - 2,237,391 12,386,257 6,486,798 - 2,083,365 4,403,433 Total 4,280,678,004 100 4,069,538 4,276,608,466 4,148,781,037 100 4,066,900 4,144,714,137 (2) No other receivable account due from shareholders with 5% or over of shares of the Company in the balance. (3) Top other receivable accounts RMB Yuan Portion in total other Name of the companies Relation with the Company Amount Ages receivables (%) Client I Non-related 1,493,471,702 within 1 yr 35 Client II Affiliate of the Company 672,924,122 within 1 yr 16 Client III Shareholder of subsidiary 639,324,894 within 1 yr 15 Client IV Non-related 360,000,000 within 1 yr 8 Client V Affiliate of the Company 227,159,525 1-2 years 5 Total 3,392,880,243 79 (4) Receivables from related parties RMB Yuan Relation with the Portion in total other Name of the companies Company Amount receivables (%) 89 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Foshan China Merchants Longyuan Affiliate of the 672,924,122 16 Property Co., Ltd. Company Shenzhen TCL Optical-Electronics Affiliate of the 227,159,525 5 Technologies Ltd. Company Total 900,083,647 21 (V) Notes to the consolidated financial statements – cont. 5. Inventories (1) Categories of inventory RMB Yuan End of term Beginning of term Impairment Impairment Items Book balance provision Book value Book balance provision Book value Real property 41,940,052,016 296,210,000 41,643,842,016 36,376,901,757 296,210,000 36,080,691,757 development costs Property products 2,729,379,502 - 2,729,379,502 2,524,202,875 - 2,524,202,875 Raw materials 4,314,642 - 4,314,642 4,292,763 - 4,292,763 Low-value consumables 4,899,899 162,982 4,736,917 2,322,998 162,982 2,160,016 and others Sub-total 44,678,646,059 296,372,982 44,382,273,077 38,907,720,393 296,372,982 38,611,347,411 Inventory formed by construction contract Completed but not settled 88,000,000 - 88,000,000 88,000,000 - 88,000,000 (Note) Sub-total 88,000,000 - 88,000,000 88,000,000 - 88,000,000 Total 44,766,646,059 296,372,982 44,470,273,077 38,995,720,393 296,372,982 38,699,347,411 Note: This is the “Contract for Construction of Low Rental Apartments” entered by China Merchants Jiaming (Beijing) Property Development Co., Ltd. and Beijing Construction Committee. Beijing Xicheng Jiayuan project has been completed but payment not cleared. Property development costs: Expected total Balance at the Balance at the end Start Planned investment beginning of term of term Projects date finish date RMB0’000 RMB Yuan RMB Yuan Development costs of real estate under construction: Zhenjiang Dadong Project 2011.05 2015.11 597,110 - 3,058,541,166 Shanghai Sheshan Longyuan Project 2010.10 2013.12 303,342 1,871,326,873 2,083,098,122 Nanjing G54 project 2011.05 2013.07 328,236 - 1,870,001,688 Shenzhen CM Guanyuan 2008.08 2011.10 195,073 1,564,201,188 1,687,773,326 Chengdu China Merchants Yonghuafu (original Chengdu Chenghuaqu Zhaojuesi 2011.05 2013.04 384,231 - 1,661,817,567 Road South project) Foshan Yiyunshui’an 2008.04 2012.12 324,049 1,428,916,623 1,633,672,097 Foshan Yiyun Shangcheng 2008.08 2013.08 274,271 1,857,000,180 1,630,359,908 Nanjing G67 project 2010.08 2012.11 234,919 1,514,628,824 1,629,803,340 Beijing Xicheng Home and Longyuan Projects 2008.10 2013.05 540,555 1,484,891,572 1,546,263,883 Chongqing CM Garden City 2010.10 2015.05 425,195 1,353,107,713 1,407,598,462 Suzhou Xiaoshicheng 2008.04 2016.12 538,344 1,275,198,927 1,376,633,104 Shenzhen Yongjinwan 2009.07 2012.08 176,059 1,111,636,624 1,261,555,127 Jinshan Valley, Guangzhou 2008.02 2016.03 482,973 1,078,338,580 1,251,595,683 90 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Foshan Yiyun Tianhui 2011.02 2015.06 228,192 - 1,213,715,218 Shenzhen Xicheng phase IV, V 2010.02 2012.10 220,661 1,821,242,252 1,136,631,594 Xiamen Jimei P01 Project 2011.03 2014.06 256,949 - 1,085,621,209 Xiamen Jimei P08 Project 2011.03 2014.08 238,435 - 1,082,509,146 Suzhou Yongjingwan 2011.03 2013.04 214,234 - 1,077,396,865 (V) Notes to the consolidated financial statements – cont. 5. Inventories – cont. Cost of property development - continues Expected total Balance at the Balance at the end Start Planned investment beginning of term of term Projects date finish date RMB0’000 RMB Yuan RMB Yuan Tianjin Star City 2007.10 2014.09 356,494 1,389,194,614 935,230,957 Shanghai Haide Garden phase II and IV 2006.05 2013.08 150,842 841,406,982 889,051,193 Tianjing Yonghuafu Project 2010.03 2012.06 129,031 754,907,374 833,311,559 Zhangzhou Kadalansi 2010.12 2020.07 363,103 706,876,674 819,615,337 Foshan Yunxi Town 2010.12 2015.06 218,372 719,491,596 777,481,522 Zhuhai CM Garden City Phase II and III 2009.12 2012.12 151,667 608,624,656 701,842,529 Shanghai CM Haiwan Garden 2008.10 2013.12 163,139 781,851,979 658,142,630 Shenzhen CM Guoling Garden 2010.05 2013.05 143,588 498,973,326 654,493,652 Shanghai CM Yonghua Garden 2008.07 2011.09 132,539 566,644,098 653,070,407 Beijing Park 1872 2006.10 2013.12 422,646 708,620,374 620,961,748 Shenzhen CM Plaza 2010.06 2012.11 121,232 524,210,113 594,918,211 Beijing Kanglade Hotel 2009.12 2012.06 120,419 520,783,345 565,782,536 Shenzhen Xicheng Phase VI 2011.02 2012.08 82,814 - 557,420,245 Chongqing China Merchants, Jiangwan Town 2007.10 2013.10 209,617 819,190,312 531,711,148 Shenzhen Wuzi Apartment 2010.04 2012.12 75,530 368,973,403 426,228,862 Chengdu CM Dongcheng International Business Plaza 2010.12 2012.09 60,255 236,957,219 277,716,989 Shenzhen Ship-front Plaza 2010.10 2012.04 39,977 7,624,267 177,573,847 Zhangzhou CM Garden City 2008.07 2012.11 65,806 144,340,564 164,822,254 Zhangzhou Holiday 365 2010.07 2013.12 44,205 103,562,309 122,679,534 Shenzhen Jingshan Phase IX 2011.05 2014.04 328,268 8,434,400 71,842,865 Shenzhen Sanyo Workshop 2# and 6# reconstruction 2010.07 2011.07 8,350 40,460,923 66,438,138 Shenzhen Marine World Hotel 2010.12 2013.02 83,903 6,823,777 45,495,708 Shenzhen Ship-tail Plaza 2010.12 2012.06 41,488 479,981 27,410,248 Shenzhen Behind-ship Plaza 2011.04 2012.09 29,960 381,149 23,426,098 Shenzhen Lanxigu phase III 2008.08 2011.05 29,115 206,523,541 - Zhangzhou CM Garden City Phase I 2008.12 2011.05 68,467 561,120,439 - Others 38,101,774 93,633,443 Sub-total 27,525,048,545 38,984,889,165 Land to be developed: Chongqing Danzishi Project 2011.07 2019.10 1,311,183 2,352,153,521 2,539,815,467 Wuhan P022 project 2011.07 2013.07 107,600 - 415,347,384 Chengdu China Merchants Yonghuafu (original Chengdu Chenghuaqu Zhaojuesi 2011.05 2013.04 384,231 1,607,896,500 - Road South project) Foshan Yiyun Tianhui 2011.02 2015.06 228,192 1,140,786,275 - Xiamen Jimei P01 Project 2011.03 2014.06 256,949 1,043,671,317 - Suzhou Yongjingwan 2011.03 2013.04 214,234 1,036,497,375 - 91 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Xiamen Jimei P08 Project 2011.03 2014.08 238,435 1,028,657,965 - Shenzhen Xicheng Phase VI 2011.02 2012.08 82,814 549,490,259 - Zhangzhou Kadakaisi Hotel 2011.03 2012.04 30,602 92,700,000 - Sub-total 8,851,853,212 2,955,162,851 Total 36,376,901,757 41,940,052,016 92 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 5. Inventories – cont. Property development products: RMB Yuan Balance at the beginning of Increased this Decreased this Balance at the Projects Date of finish term term term end of term Shenzhen Xicheng Phase IV 2011.06 - 925,907,607 280,750,799 645,156,808 Beijing Park 1872, phase I, II 2011.06 673,895,625 383,882,751 713,563,064 344,215,312 Beijing Xicheng Jiayuan 2010.09 365,750,246 - 56,363,597 309,386,649 Zhangzhou CM Garden City Phase I 2011.05 - 654,514,748 401,546,584 252,968,164 Shenzhen Lanxigu phase III 2011.05 - 291,153,146 55,250,105 235,903,041 Chongqing China Merchants Jiangwan City 2011.03 75,676,058 434,310,900 326,725,832 183,261,126 Shanghai Haide Garden Phase I to III 2010.12 238,291,732 - 76,490,351 161,801,381 Guangzhou Jinshangu Phase II, III 2010.05 95,471,774 - 1,959,979 93,511,795 Shanghai CM Haiwan Garden 2011.03 - 184,688,513 91,594,989 93,093,524 Shenzhen CM Lanyuan 2010.06 321,382,065 - 242,845,508 78,536,557 Shenzhen Xicheng Phase III 2010.03 56,481,438 - - 56,481,438 Shenzhen Lanxigu Phase II. 2007.06 106,463,463 - 51,177,990 55,285,473 Tianjin Star City 2011.03 - 534,679,854 495,147,023 39,532,831 Nanjing Yunxigu 2009.12 174,052,830 - 148,261,729 25,791,101 Foshan Yiyunshui’an 2010.06 54,094,313 - 30,311,221 23,783,092 Shanghai CM Yonghua Garden 2010.02 24,975,132 - 3,362,355 21,612,777 Suzhou Xiaoshicheng phase I to III 2010.12 75,273,267 - 55,437,300 19,835,967 Shenzhen Yishanjun phase II, III 2009.10 14,910,467 - - 14,910,467 Phase V. Garden City 2010.11 52,272,781 - 39,519,742 12,753,039 Zhangzhou Sun Garden Phase I 2006.06 11,479,422 - - 11,479,422 Zhangzhou CM Garden City 2009.12 101,603,058 - 92,166,986 9,436,072 Zhangzhou CM Jianzhu 2007.12 7,347,721 - - 7,347,721 Shenzhen Haiyue Huating 2009.09 8,043,595 - 1,028,212 7,015,383 Zhangzhou Yinshanhai Phase II 2007.12 5,023,065 - - 5,023,065 36 Xikang Road Tianjin 2009.11 37,861,640 17,179,435 52,103,470 2,937,605 Zhangzhou Jinshanjiao Apartment 2004.12 1,439,657 - - 1,439,657 Shanghai CM Nanqiao Yayuan 2010.01 5,521,635 - 4,907,353 614,282 Foshan Yiyun Shangcheng 2011.06 342,945,678 342,945,678 - Others 16,891,891 - 626,138 16,265,753 Total 2,524,202,875 3,769,262,632 3,564,086,005 2,729,379,502 93 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 5. Inventories – cont. Property development products: - continues Note 1: As of June 30, 2011, China Merchants Jiaming (Beijing) Property Development Co., Ltd. – one of the subsidiaries of the Company, entered the Pledge Contract with the bank, by which the 106,700 square meters of land of Beijing Xicheng Jiayuan (Land CY-09 in Dongxiaokou Town, Changping) was pledged to the bank for the loan of RMB139, 000,000. Except for this, there is no inventory under pledge, guarantee, suspension, or abandoned. Note 2: As of June, 30, the land using agreements for Chongqing Danzishi Project, and Xiamen Jimei P08 totaled to 427,844 square meters has been engaged, and the land using certificate is under process. Loan expense capitalized in current year was RMB230, 191,509 (2010: RMB267, 277,090). (2) Inventory impairment provision RMB Yuan Balance of book Decreased this term Balance of value at beginning Provided this book value at Categories of term term Written back Transferred end of term Real property development costs 296,210,000 - - - 296,210,000 Low-value consumables and others 162,982 - - - 162,982 Total 296,372,982 - - - 296,372,982 Note: Inventory impairment provision was provided at the balance of realizable value lower than the book value of the inventory, namely RMB296, 372,982. 6. Other current assets RMB Yuan Items End of term Beginning of term Operation tax and surcharges prepaid 612,007,427 476,534,168 Prepaid income tax 684,028,846 283,586,580 Prepaid land VAT (Note) 237,801,778 192,505,466 Prepaid rent 2,242,028 8,968,112 Others 18,013,393 18,944,348 Total 1,554,093,471 980,538,674 Note: For the property sales income collected prior to finishing of construction, the Company pays Land VAT at legal portion and account them into other current asset. Upon finishing of the construction, the actual Land VAT is calculated upon the income from sales of property less the legal deductive items, and is accounted into other current liabilities after deducting of prepaid amount. 94 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V)Notes to the consolidated financial statements – cont. 7. Long-term receivables RMB Yuan Items Beginning of End of term term Entrusted loan (Note 1) 1,148,636,986 1,115,590,052 Balance of share equity transfer (Note 2) 148,976,670 145,147,393 Total 1,297,613,656 1,260,737,445 Note 1: In November 2008, the Company entered the Entrusted Loan Contract with China Agriculture Bank Nanshan Branch (“Agriculture Bank Nanshan” hereafter) for the loan quota of RMB900, 000,000. The loan was provided to Nanjing Fucheng Property Development Co., (Nanjing Fucheng), and Nanjing Fucheng put the property of 100,189 square meters located at floor 1-6 and 8-51 into pledge. As of June 30, 2011, the principal was RMB886,921,083, and entrusting loan interest receivable was RMB120,138,903. Shenzhen CM Property Co., Ltd. entered the Entrusted Loan Contract with Shekou Branch of Bank of China, by which the bank is entrusted to provide RMB250, 000,000 of loans to Huizhou Taitong Property Investment Co., Ltd. As of June 30, 2011, the principal of loan was RMB141, 577,000 and entrusted loan interest received was RMB9,701,834. Note 2: Heighten Holdings Limited – one of the Company’s subsidiaries transferred its shares in Elite Trade Investment Limited, the balance receivable was RMB152, 906,973. According to the Share Trading Agreement entered with ADF Phoenix IV Limited, the receiver, the balance would be retrieved in one to two years. The Company calculated, but not confirmed, financing expenses of RMB3, 930,303 with reference to the bank loan rates at the similar period. It was added to the long-term receivables. (V) Notes to the consolidated financial statements – cont. 8. Investment in affiliates and joint ventures RMB Yuan Voting right Total asset at end of Total liability at Total net asset at end Total turnover at Net profit (loss) of Name of the Companies Share portion portion term end of term of term current term the year I. Joint ventures Guangzhou Panyu Innovation 70% 70% 609,728,084 18,389,974 591,338,110 783,257 - Technology Garden Co., Ltd. Shenzhen China Merchants OCT 50% 50% 8,476,269 2,990,534 5,485,735 6,379,272 324,433 Investment Co., Ltd. Huizhou Taitong Property 50% 50% 291,652,151 283,940,311 7,711,840 - (11,315) Investment Co., Ltd. II. Affiliates Beijing Tianping Property 49% 49% 4,898,867 492,016 4,406,850 3,832,522 391,275 Management Co., Ltd. China Merchants Guangming 49% 49% 591,606,851 226,733,111 364,873,741 3,510,227 (5,579,609) Technologies Garden Ltd. Shenzhen Haitao Hotel Co., Ltd. 45% 45% 16,348,835 4,391,592 11,957,243 5,135,492 567,000 Tianjin Xinhai real Estate 45% 45% 315,451,799 76,273,963 239,177,836 - - Development Co., Ltd. Shenzhen TCL Optical-Electronics Technologies 40% 40% 768,530,038 510,623,295 257,906,743 386,274,098 119,349,713 Ltd. Shenzhen DeHan Investment 70% 70% 19,924,667 50,737 19,873,930 - - Development Co., Ltd. Foshan China Merchants 50% 50% 10,200,000 - 10,200,000 - - Longyuan Property Co., Ltd. 95 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 9. Long-term equity investment (1) Details of long-term equity investment Impairme Balance at Statement on nt the Balance at Percentage of differences between Impairme provision Cash dividend Calculating beginning of the end of share in the Voting power the shareholding and nt provided of the current Company invested in basis Investment cost term Changed by term firm % in the firm % voting rights provision this term term Guangzhou Panyu Innovation Technology Equity basis 350,000,000 337,461,874 - 337,461,874 70 70 Note 1 - - - Garden Co., Ltd. Tianjin Xinhai real Estate Development Co., Equity basis 6,750,000 100,628,537 - 100,628,537 45 45 - - - - Ltd. China Merchants Guangming Technologies Equity basis 196,000,000 83,522,141 95,265,992 178,788,133 49 49 - - - - Garden Ltd. Shenzhen TCL Optical-Electronics Equity basis 42,010,652 59,851,731 47,739,893 107,591,624 40 40 - - - - Technologies Ltd. Shenzhen DeHan Investment Development Equity basis 14,000,000 - 14,000,000 14,000,000 70 70 注2 - - - Co., Ltd. Foshan China Merchants Longyuan Equity basis 10,200,000 - 10,200,000 10,200,000 50 50 注3 - - - Property Co., Ltd. Shenzhen Haitao Hotel Co., Ltd. Equity basis 4,996,675 5,932,561 255,150 6,187,711 45 45 - - - - Huizhou Taitong Property Investment Co., Equity basis 4,900,000 4,801,249 -5,657 4,795,592 50 50 - - - - Ltd. Shenzhen China Merchants OCT Equity basis 2,500,000 3,414,144 -562,218 2,851,926 50 50 - - - 724,434 Investment Co., Ltd. Beijing Tianping Property Management Co., Equity basis 490,000 1,997,854 191,725 2,189,579 49 49 - - - - Ltd. Total 597,610,091 167,084,885 764,694,976 - - - - - 724,434 Less: Impairment provision - - - - - - - - - Long-term equity investment (net) 597,610,091 167,084,885 764,694,976 - - - - - - Note1: Guangzhou Qidi Technologies Garden Investment Co., Ltd. – one of the Company’s subsidiaries, is holding 70% shares of Guangzhou Panyu Innovative Technologies Garden Co., Ltd. As stipulated in the Articles of Association of Guangzhou Panyu Innovative Technologies Garden Co., Ltd., all of the financial and operational decision making have to be decided by presenting of the whole shareholders, thus Guangzhou Qidi Technologies Garden Investment Co., Ltd. has no controlling power over Guangzhou Panyu Innovative Technologies Garden Co., Ltd.. Thus it was not incorporated in the consolidation range. 96 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Note2: Shenzhen DeHan Investment Development Co., Ltd. is co-founded by CMPD Shenzhen Company and Guangdong Outsourcing Company, and the Company holds 70% of its equity shares. According to the Organizational Code of Conduct of DeHan Investment Company, its financial and managerial decisions need to be made by both parties on mutually agreeing basis; therefore, CMPD Shenzhen Company holds no controlling power over Dehan’s operating activities. Additionally, CMPD Shenzhen Company is not including DeHan into consolidating subsidiaries. Note3: In April 2011, CMPD Shenzhen Company set up Foshan China Merchants Longyuan Property Co., Ltd. with registered capital of 10.2 million Chinese Yuan. CMPD Shenzhen Company holds 100% of its equity shares. In June, CMPD Shenzhen Company agreed upon a capital increase deal with Foshan Shunde District Polly Real Estate Development Company to increase the capital to 100 million Chinese Yuan. After the increase, CMPD Shenzhen holds an equal share of 50%. According to the Organizational Code of Conduct of Foshan China Merchants Longyuan Property Company, its financial and managerial decisions need to be made by both parties on mutually agreeing basis; thus, CMPD Shenzhen Company holds no controlling power over Longyuan’s operating activities. Additionally, CMPD Shenzhen Company is not including Longyuan into consolidating subsidiaries. Currently, the capital change registration procedures are under processing with government authorities. (2) The ability of the long-term invested subsidiaries in transferring fund to the Company was not restricted as of June 30, 2011. 97 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 10. Investment property RMB Yuan Balance of book Balance of book Items value at beginning Increased this term Decreased this term value at end of of term term I. Total original book 4,360,579,304 1,632,983 - 4,362,212,287 value 1. House and buildings 3,039,355,806 1,632,983 - 3,040,988,789 2. Land using rights 1,321,223,498 - - 1,321,223,498 II. Total accumulated depreciation and 922,363,981 77,383,056 - 999,747,037 amortizing 1. House and buildings 791,895,915 60,270,244 - 852,166,159 2. Land using rights 130,468,066 17,112,812 - 147,580,878 III. Total net book value of investment 3,438,215,323 3,362,465,250 property 1. House and buildings 2,247,459,891 2,188,822,630 2. Land using rights 1,190,755,432 1,173,642,620 IV. Total impairment - - - - provision 1. House and buildings - - - - 2. Land using rights - - - - V. Total book value of 3,438,215,323 3,362,465,250 investment property 1. House and buildings 2,247,459,891 2,188,822,630 2. Land using rights 1,190,755,432 1,173,642,620 Note 1: RMB77, 383,056 amortized this term. Note 2: As of June 30, 2011, none of the Company’s investment properties is on pledge. (V) Notes to the consolidated financial statements – cont. 10. Investment property – cont. Note 3: As of June 30, 2011, the Company still has investment properties of RMB708,784,003 which are not granted property certifications. They are Beike Building, Technologies Building Stage II, Meilun Apartment. Among them, Technologies Building phase II and Meilun Apartment were the investment property completed and transferred in the report term. The property certificate is under processing. The others was constructed a long time ago, and the original materials are not enough to file for certification, thus are not in filing process at present. 11. Fixed assets (1) Details of fixed assets RMB Yuan Items Balance of book Increased this term Decreased this Balance of book value at beginning of term value at end of term 98 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 term I. Total original book value 529,485,994 10,353,217 5,704,972 534,134,239 Incl. House & Buildings 218,174,894 - - 219,546,688 Equipment & machinery 193,267,833 1,577,831 3,303,720 191,541,944 Transportation equipment 59,324,819 3,633,469 2,337,316 59,249,178 Electronics, furniture, appliances 58,718,448 5,141,917 63,936 63,796,429 Increased Provided this term current term II. Total accumulative depreciation 268,546,232 - 14,913,285 5,271,226 278,188,291 Incl. House & Buildings 58,999,188 - 4,273,319 - 63,272,507 Equipment & machinery 135,341,500 - 4,407,465 2,973,348 136,775,617 Transportation equipment 37,561,900 - 2,918,400 2,092,345 38,387,955 Electronics, furniture, appliances 36,643,644 - 3,314,101 205,533 39,752,212 III. Total net book value of fixed assets 260,939,762 255,945,948 Incl. House & Buildings 159,175,706 156,274,181 Equipment & machinery 57,926,333 54,766,327 Transportation equipment 21,762,919 20,861,223 Electronics, furniture, appliances 22,074,804 24,044,217 IV. Total impairment provisions - - - - Incl. House & Buildings - - - - Equipment & machinery - - - - Transportation equipment - - - - Electronics, furniture, appliances - - - - V. Total fixed asset book value 260,939,762 255,945,948 Incl. House & Buildings 159,175,706 156,274,181 Equipment & machinery 57,926,333 54,766,327 Transportation equipment 21,762,919 20,861,223 Electronics, furniture, appliances 22,074,804 24,044,217 Note 1: The depreciation of the term was RMB14,913,285 Note 2: No construction-in-process transferred to fixed asset in the report period. Note 4: As of June 30, 2011, the Company still has houses and buildings of RMB33,133,974 which are not granted property certifications. For these properties were constructed a long time ago, and the original materials are not enough to file for certification, thus are not in filing process at present. 99 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 12. Construction-in-process Details of construction in process: RMB Yuan End of term Beginning of term Impairment Net book Impairment Items Book balance provision value Book balance provision Net book value Construction project 2,936,043 - 2,936,043 2,936,043 - 2,936,043 Transformer Station 33,149,938 - 33,149,938 20,391,018 - 20,391,018 Total 36,085,981 - 36,085,981 23,327,061 - 23,327,061 13. Long-term expenses to be amortized RMB Yuan Items At beginning Increased this Amortized this At end of term Reason of other of term term term decreasing Renewing of fixed assets for rent 162,520,199 - 6,433,702 156,086,497 Outdoor advertisement 98,776 3,600,000 1,190,137 2,508,639 facilities Others 3,366,074 4,133,454 1,503,747 5,995,781 Total 165,985,049 7,733,454 9,127,586 164,590,917 100 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 14. Differed income tax assets/ differed income tax liabilities (1) Differed income tax assets and differed income tax liabilities recognized RMB Yuan Items End of term Beginning of term Differed income tax assets: Land VAT drawn in advance 324,690,916 449,165,509 Anticipated liabilities 6,251,570 6,251,570 Neutralizable losses 11,559,626 2,280,706 Amortizing of other long-term assets 1,017,993 1,017,993 Bad debt provision on receivables 601,445 965,114 Reserved expenses - 772,832 Bad debt provision on other receivables 298,479 1,641 Depreciation of fixed assets 47,563 - Sub-total 344,467,592 460,455,365 Differed income tax liabilities: Fluctuation of fair value of disposable financial assets - - accounted into capital reserves Sub-total - - (2) Details of income tax assets not recognized RMB Yuan Items End of term Beginning of term Deductible provisional differences 310,825,970 838,088,182 Neutralizable losses 340,659,410 331,289,596 Total 651,485,380 1,169,377,778 (3) The un-recognized deductible losses of differed income tax assets will due in the following years: RMB Yuan Year End of term Beginning of term Note 2012 6,517,747 7,355,671 2013 8,296,126 11,805,761 2014 55,993,218 120,120,170 2015 169,490,022 192,007,994 2016 100,362,297 - Total 340,659,410 331,289,596 101 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 14. Differed income tax assets/ differed income tax liabilities – cont. (4) Provisional differences caused by recognized differed income tax assets/ differed income tax liabilities RMB Yuan Items Amount of temporary differences End of term: Deductible provisional difference and deductible losses: Land VAT drawn in advance 1,298,763,662 Neutralizable losses 46,238,504 Amortizing of other long-term assets 4,071,972 Bad debt provision on receivables 2,405,779 Anticipated liabilities 26,048,209 Bad debt provision on other receivables 1,193,918 Depreciation of fixed assets 190,252 Sub-total 1,378,912,296 Taxable provisional difference: Fluctuation of fair value of disposable financial assets accounted - into capital reserves Sub-total - Beginning of term: Deductible provisional difference and deductible losses: Land VAT drawn in advance 1,874,421,859 Anticipated liabilities 26,048,209 Neutralizable losses 9,139,865 Amortizing of other long-term assets 4,071,971 Bad debt provision on receivables 4,022,300 Reserved expenses 505,000 Bad debt provision on other receivables 6,564 Inventory impairment provision - Long-term equity investment impairment provision - Sub-total 1,918,215,768 Taxable provisional difference: Fluctuation of fair value of disposable financial assets accounted - into capital reserves Sub-total - 102 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 15. Detail of asset impairment provision RMB Yuan Balance of Decreased this term book value at Written Transferred Exchange Balance of beginning of Increased back rate book value at Items term this term adjustment end of term I. Bad debt provision 13,481,779 4,002 8,619 - - 13,477,162 II. Inventory impairment provision 296,372,982 - - - - 296,372,982 III. Disposable financial asset impairment - - - - - - provision IV. Investment equity hold till expiring - - - - - - impairment provision V. Long-term equity investment impairment - - - - - - provision VI. Property investment impairment provision - - - - - - VII. Fixed asset impairment provision - - - - - - VIII. Project material impairment provision - - - - - - IX. Construction in process impairment - - - - - - provision X. Production biological material asset - - - - - - impairment provision Incl. Mature production biological material asset - - - - - - impairment provision XI. Gas & oil asset impairment provision - - - - - - XII. Intangible asset impairment provision - - - - - - XIII. Goodwill impairment provision - - - - - - XIV. Other - - - - - - Total 309,854,761 4,002 8,619 - - 309,850,144 16. Short-term loans RMB Yuan Items End of term Beginning of term Loan by pledge - - Pledged loan - - Guarantee loan 216,556,956 - Credit loan 2,216,506,000 1,172,132,283 Total 2,433,062,956 1,172,132,283 Note 1: Shenzhen CM Power Supply Co., Ltd. – one of the subsidiaries of the Company, raised USD21, 410,000 (RMB138, 556,956) from the bank, which was secured by the Company. Shenzhen China Merchants Property Co., Ltd. – the subsidiary of the Company, raised RMB78, 000,000 of loan from the bank, which was secured by China Merchants Shekou Industry Zone Co., Ltd. 103 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 17. Notes payable RMB Yuan Categories End of term Beginning of term Commercial acceptance - - Bank acceptance - 275,616,189 Total - 275,616,189 18. Account payable (1) Details of payable accounts: RMB Yuan Items End of term Beginning of term Project payment 1,916,573,726 2,051,849,132 Land price 2,804,618,260 2,529,091,908 Payment for purchasing of share equity 70,650,000 70,650,000 Warrant fee 89,851,992 34,572,057 Others 40,648,760 71,504,066 Total 4,922,342,738 4,757,667,163 (2) No account payable to shareholders with 5% or over of the Company’s shares or any related parties. (3) Payable accounts with large amount and due over 1 year RMB Yuan Amount to repay after the report Name of the companies End of term Age Reason of overdue term Shanghai Baoshan Yanghang Payment condition not 72,192,000 2-3 years - Government satisfied yet Payment condition not Shanghai Meiyang Property Co., Ltd. 70,650,000 2-3 years - satisfied yet Shenzhen OCT Construction and Project quality deposit, pay 64,002,147 2-3 years - Installation Co., Ltd. on due. Total 206,844,147 104 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 19. Account received in advance (1) Age analyze of prepayment received RMB Yuan End of term Beginning of term Age Amount % Amount % within 1 yr 11,874,014,925 99 11,245,023,346 100 1-2 years 66,386,482 1 23,184,800 - 2-3 years 7,754,665 - 446,680 - Over 3 yrs 33,777 - - - Total 11,948,189,849 100 11,268,654,826 100 Including: presale of properties: RMB Yuan Projects End of term Beginning of term Date of completion (anticipated) Presell portion Foshan Yiyunshui’an Phase I - IV 2,733,740,403 1,686,286,477 2012 56% Beijing Xicheng Home and Longyuan Projects 1,614,919,435 992,697,243 completed 49% Guangzhou Jinshangu phase II 1,413,788,762 957,034,244 completed 99% Shanghai CM Yonghuayuan phase I 1,376,884,547 703,029,613 completed 100% Beijing Park 1872 Phase I,II 844,823,623 1,907,866,683 completed 57% Shenzhen Lanxigu phase III 573,472,007 496,043,699 completed 70% Tianjin Xincheng phase I 485,841,035 876,104,628 completed 96% Suzhou Xiaoshicheng Phase IV 484,459,543 - 2011 60% Chongqing CM Jiangwancheng phase I, II 483,713,089 834,160,111 2011 92% Foshan Yiyun Shangcheng phase I 288,935,068 499,079,745 2011 79% Tianjing Yonghuafu 281,226,112 - 2012 35% Shenzhen Yongjingwan Garden 209,808,516 - 2012 2% Zhangzhou CM Garden City 153,334,168 167,359,485 completed 100% Shenzhen CM Guanyuan 152,140,827 - 2011 11% Shenzhen Xicheng Phase IV 127,329,164 559,576,579 2011 49% Zhuhai CM Garden City Phase I 120,440,288 670,216,271 completed 72% Zhuhai China Merchants Garden City Phase II 114,841,242 - 2012 12% Shanghai CM Haiwan Garden 79,253,136 145,086,710 2013 32% Shenzhen Xicheng Phase III 77,181,711 77,181,711 completed 96% Shanghai Haide Garden Phase III 46,998,290 41,376,464 completed 68% Nanjing Yiyunxigu Phase III 42,230,373 322,461,693 completed 100% Zhangshou Holiday 365, phase I 41,980,314 - 2012 30% Xiamen Jimei P01 Project 38,943,972 - 2014 5% Shenzhen CM Lanyuan 35,088,953 84,756,830 completed 97% Shenzhen Lanxigu Phase II. 26,411,745 82,296,586 completed 97% Suzhou Xiaoshicheng Phas II, III 18,458,658 43,558,381 completed 100% Phase V. Garden City 7,486,460 15,253,943 completed 98% Shenzhen Haijing Plaza 1,327,409 1,327,894 completed 100% Shenzhen Haiyue Huating 485,500 1,845,847 completed 100% Shenzhen Yishanjun phase II, III 259,995 894,469 completed 100% Shanghai CM Nanqiao Yayuan 180,000 3,508,642 completed 100% Zhangzhou CM Jianzhu 147,089 147,089 completed 100% Tianjin 36 Xikang Road - 8,658,000 completed 100% Others 21,943,185 15,891,487 Total 11,898,074,619 11,193,700,524 105 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (2) No prepayment account received from shareholders holding 5% or over of shares of the Company. 106 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 20. Wage payable RMB Yuan Balance of Other Balance of book value Increased Items decrease this book value at at beginning this term term end of term of term I. Wage, bonus, allowances 166,245,620 323,112,763 413,291,233 76,067,150 II. Employees’ welfare 541,895 14,932,659 12,267,971 3,206,583 III. Social security 1,843,461 28,473,062 28,625,901 1,690,622 IV. Housing fund 15,740,645 13,103,325 28,463,457 380,513 V. Dismissing welfare 1,280,000 77,046 57,865 1,299,181 VI. Others 21,580,890 11,259,371 7,573,918 26,546,343 Incl. Trade union fee and 20,193,804 7,238,513 4,862,895 22,569,422 training fee Total 207,232,511 390,958,226 490,280,345 107,910,392 Note: Balance of union fund and employee training fund is RMB22,569,422. Balance of dismissing compensation is RMB563,434. 21. Tax payable RMB Yuan Items End of term Beginning of term Enterprise income tax 561,031,616 365,498,608 Land VAT (Note) 165,200,572 118,920,233 Business tax 116,424,433 86,918,764 Personal income tax 36,460,868 20,155,272 VAT 5,040,130 6,364,197 City maintenance and construction tax 4,328,418 4,733,034 Land using tax 189,722 4,547,650 Others 3,372,841 7,651,260 Total 892,048,600 614,789,018 Note: See Note (V)6. 22. Tax disbursable RMB Yuan Items End of term Beginning of Long-term loan interest with installments 60,038,666 106,863,476 Short-term borrowing interests payable 24,299,200 2,260,163 Total 84,337,866 109,123,639 107 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 23. Dividend payable RMB Yuan Name of the companies End of term Beginning of term Reason of overdue for over 1 year Shenzhen OCT Property Co., Ltd. (Note 1) 228,195,288 54,627,032 Shenzhen Nanshan Property Development 39,604,987 39,604,987 Co., Ltd. (Note 2) Tianjin Shenmiao Investment Group Co., 19,692,329 29,692,329 Ltd. (Note 3) Shenzhen Huayuan Seafood Restaurant 285,600 285,600 To be neutralized CMSIZ. (Note 4) 83,210,318 - CM Zhangzhou Development Co., Ltd. 4,545,455 - (Note 4) Total 375,533,977 124,209,948 Note 1: According to the profit distribution plan as of December 31, 2010 adopted by the board meeting of Shenzhen CM OCT Investment Co., Ltd held on March 22, 2011, this was the profit payable to OCT Property Co., Ltd. Note 2: According to the profit distribution plan as of December 31, 2010 adopted by the board meeting of Suzhou CM Nanshan Property Co., Ltd. held on December 20, 2010, this was the profit payable to Shenzhen Nanshan Property Co., Ltd. Note 3: According to the profit distribution plan as of December 31, 2010 adopted by the board meeting of Tianjin CM Property Co., Ltd. held on December 28, 2010, this was the profit payable to Tianjin Shenmiao Investment Group Co., Ltd. Note 4: This was the dividend of common shares to China Merchants Shekou Industrial Zone Co., Ltd. and China Merchants Zhangzhou Development Zone Co., Ltd. in accordance with the profit distribution plan of 2010 adopted at the Annual General Meeting. 24. Other account payable. (1) Details of other payable accounts RMB Yuan Items End of term Beginning of term Interchange with co-operative 4,156,440,178 4,082,251,898 companies Interchange with related parties 981,653,978 1,067,095,804 Deposit 574,647,856 418,765,712 Temporary payment 560,334,878 154,437,315 Others 74,831,266 20,830,785 Total 6,347,908,156 5,743,381,514 108 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 24. Other account payable – cont. (2) No other account payable to shareholders with 5% or over of the Company’s shares or any related parties. See Note (VI)6. (3) Statement on other payable accounts with large amount and aged over 1 year RMB Yuan Name of the companies End of term Age Reason of overdue Client I 1,294,210,760 1-2 years Payment made by shareholder Client II 711,302,408 1-3 years Payment made by shareholder Client III 617,373,350 1-2 years Payment made by shareholder Client IV 269,191,275 1-2 years Deposit for limited property Client V 163,304,045 1-3 years Payment made by shareholder Client VI 138,235,302 1-2 years Payment made by shareholder 25. Anticipated liabilities RMB Yuan Beginning of Increased this Decreased this End of term Items term term term Providing of external guarantees - Unsettled lawsuit 26,048,209 - 3,787,754 22,260,455 Including: Lawsuit of Yishanjun (Note 1) 26,048,209 - 3,787,754 22,260,455 Lawsuit of Garden City phase III - - - - Dismissing policy - - - - Loss contract to be executed - - - - Predicted expenses (Note 2) 80,241,380 - - 80,241,380 Total 106,289,589 - 3,787,754 102,501,835 Note 1: Some of the owners of Shenzhen Yishanjun, which was developed by Shenzhen CM Property Co., Ltd., sued to the court claiming for compensation of delayed property certification in 2009. The compensation was predicted to RMB27,810,000 basing on 0.03% to 0.05% of the contract amount and was provided as anticipated liabilities. As of June 30, 2011, RMB5,549,545 of compensate has been paid. Note 2: According to the agreement engaged with Nanjing Fucheng Property Development Co., Ltd., the Company is expected to pay for the land using rights, land VAT, house maintaining fund, and other taxes for the transferring of International Finance Center held by Nanjing Fucheng Property Development Co., Ltd. 109 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 26. Non-current liabilities due in one year (1) Details of non-current liabilities due in one year RMB Yuan Items End of term Beginning of term Long-term loans due in 1 year 2,458,362,972 1,856,422,159 Bond payable due in one year - - Long-term payable due in 1 year - - Other non-current liabilities due in 1 year - - Total 2,458,362,972 1,856,422,159 (2) Long-term loans due in 1 year (a) Long-term loans due in one year RMB Yuan Items End of term Beginning of term Entrusted loan (Note 1) 152,906,972 152,906,972 Pledged loan - 122,000,000 Guaranteed loan (Note 2) 1,540,740,000 781,515,187 Credit loan 764,716,000 800,000,000 Total 2,458,362,972 1,856,422,159 Note 1: According to the Contract for Entrusted Loan entered between Shenzhen CM Construction Co., Ltd. and Nanjing Fucheng Property Co., Ltd., Nanjing Fucheng has entrusted the bank to provide loans to Shenzhen CM Construction Co., Ltd. Note 2: See Note (V)28; (b) Long-term loans due in 1 year top 5 in amount RMB Yuan End of term Interest Amount of foreign Amount of original Loan provided by Commence date Terminate date Currency rates % currency currency Financial Institution I 2008.11.24 2011.11.28 USD Float 150,000,000 970,740,000 Financial Institution II 2009.04.13 2012.06.10 RMB 4.86 400,000,000 Financial Institution III 2008.10.30 2011.10.29 RMB 5.265 300,000,000 Financial Institution IV 2009.05.26 2012.05.26 RMB 4.86 300,000,000 Financial Institution V 2009.04.24 2012.04.24 RMB 4.86 300,000,000 Total 2,270,740,000 110 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 27. Other current liability RMB Yuan Balance of book Balance of book value at end of value at beginning Items term of term Land VAT drawn in advance (Note) 2,398,239,888 2,331,464,209 Outsourced cleaning and security guard services 18,655,149 13,048,065 Agencies 76,304 3,012,000 Garments 3,823,668 2,510,750 Water and electricity 769,719 - Improving of intelligent system 244,151 - Others 10,519,700 7,706,659 Total 2,432,328,579 2,357,741,683 Note: Land VATs are calculated and provided in accordance with State Taxation [2006] No.187 with the heading of circular about Settlement of Land VAT of Property Development Enterprises issued by State Taxation Bureau General, and accounted into current income account. Meanwhile, when calculating of the income tax of current year, corresponding adjustments were done by the subsidies of the Company on the taxable income account according to the relative income tax rules of local governments. 28. Long-term loans (1) Categories of long-term loans RMB Yuan Items End of term Beginning of term Pledged loan (Note 1) 139,000,000 49,000,000 Guaranteed loan (Note 2) 5,687,651,600 5,753,519,344 Credit loan 4,430,226,700 4,193,316,000 Consigned loans 572,344,000 - Total 10,829,222,300 9,995,835,344 Note 1: China Merchants Jiaming (Beijing) Property Development Co., Ltd. – one of the subsidiaries of the Company, entered the Pledge Contract with China Merchants Bank Beijing Sanhuan Branch, by which the 106,700 square meters of land of Beijing Xicheng Jiayuan (Land CY-09 in Changping) was pledged to the bank for the loan of RMB139,000,000. Note 2: The Company borrowed loan of RMB940,000,000 from the bank, which was secured by China Merchants Shekou Industry Zone Co., Ltd., including RMB400,000,000 will due in one year; and another RMB2,000,000,000 was secured by China Merchants Group Co., Ltd. 111 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Shenzhen China Merchants Property Co., Ltd. – the subsidiary of the Company, raised RMB78,000,000 of loan from the bank, which was secured by China Merchants Shekou Industry Zone Co., Ltd. which will due in one year. Zhuhai Yuanfeng Property Co., Ltd. raised RMB170, 000,000 of loan from the bank. The Company provided guarantee covering 51% of the overdue part of the loan. RMB170, 000,000 will due in one year. Fujian Zhongliansheng Property Development Co., Ltd. – the subsidiary of the Company, raised RMB150, 000,000 of loan from the bank, which was secured by the Company covering 50% of the overdue part of the loan. Shanghai Jingyuan Property Development Co., Ltd. – subsidiary of the Company, raised RMB165, 000,000 of loan, which was secured by the Company covering 51% of the overdue part of the loan. Shenzhen China Merchants Power Supply Co., Ltd. – subsidiary of the Company, raised USD30, 000,000 (RMB194, 148,000) of loan from the bank, which was secured by the Company. Eureka Investment Industry Co., Ltd. – subsidiary of the Company raised USD541,000,000 (RMB3,501,135,600) and HKD130,000,000 (RMB108,108,000) of loan from the bank, in which USD297,000,00 (RMB1,922,065,200) and HKD130,000,000 (RMB108,108,000) were secured by China Merchants Group (HK) Co., Ltd., USD50,000,000 (RMB323,580,000) was secured by Dafeng International Holdings Co., Ltd., the rest loans are secured by the Company. In which, the loan of USD150,000,000 (RMB970,740,000) secured by China Merchants Group (HK) Co., Ltd. and Dafeng International Holdings Co., Ltd. will due in one year. Note 3: According to the “Contract of Consigned Loan” engaged by Foshan Yiyun Property Co., Ltd. – the subsidiary of the Company and Huidefeng Property (Guangzhou) Co., Ltd., it was the loan provided to Foshan Yiyun Property Co., Ltd. by the bank as consigned by Huidefeng Property (Guangzhou) Co., Ltd. 112 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 28. Long-term loans – cont. (2) Long-term loans top 5 in amount RMB Yuan End of term Beginning of term Amount of Amount of Amount of Amount of Commence Interest foreign original foreign original Loan provided by date Terminate date Currency rates % currency currency currency currency Financial Institution I 2010.04.20 2017.04.20 RMB 5.94 2,000,000,000 2,000,000,000 Financial Institution II 2009.07.21 2012.07.20 RMB 5.04 1,000,000,000 1,000,000,000 Financial Institution 2010.01.05 2013.12.23 USD Float 130,000,000 841,308,000 130,000,000 859,969,743 III Financial Institution 2009.07.27 2012.07.27 RMB 4.86 470,000,000 470,000,000 IV Financial Institution V 2010.01.04 2013.12.23 USD Float 64,000,000 414,182,400 64,000,000 423,369,720 Total 4,725,490,400 4,753,339,463 29. Long term payables RMB Yuan Subjects Term Initial Interest Interest Balance at Condition amount rates % payable the end of term Main body maintaining fund - 71,503,760 - - 71,503,760 - Shenzhen China Merchants - 1,200,000 - - 1,200,000 - Landmark Co., Ltd. Total - 72,703,760 - - 72,703,760 - 30. Other non-current liabilities RMB Yuan Items Balance of book Balance of book Differed rental income 2,316,700 2,316,700 Special grant for culture development 1,500,000 1,500,000 Total 3,816,700 3,816,700 Less: Other non-current liabilities due in 1 year - - Non-current liabilities due beyond 1 year 3,816,700 3,816,700 113 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 31. Capital Share RMB Yuan Changed this term Bonus Beginning of Issuing of shares Transferred from Items term new shares reserves Others Sub-total End of term June 30, 2011: I. Shares with trading limited conditions 1. State-owned shares - - - - - - - 2. National legal person 693,419,317 - - - - - 693,419,317 shares 3. Other domestic shares - - - - - - - 4. Foreign shares 197,709,440 - - - - - 197,709,440 5. Management shares 465,451 - - - 90,349 90,349 555,800 Total conditional shares 891,594,208 - - - 90,349 90,349 891,684,557 II. Shares without trading limited conditions 1. RMB common shares 684,265,720 - - - (58,474) (58,474) 684,207,246 2. Foreign shares placed in 141,440,575 - - - (31,875) (31,875) 141,408,700 domestic exchange 3. Foreign shares listed - - - - - - - overseas 4. Others - - - - - - - Total unconditional shares 825,706,295 - - - (90,349) (90,349) 825,615,946 III. Total capital shares 1,717,300,503 - - - - - 1,717,300,503 RMB Yuan Changed this term Transferred Beginning of Issuing of Bonus from Items term new shares shares reserves Others Sub-total End of term December 31, 2010: I. Shares with trading limited conditions 1. State-owned shares - - - - - - - 2. National legal 731,298,105 - - - (37,878,788) (37,878,788) 693,419,317 person shares 3. Other domestic - - - - - - - shares 4. Foreign shares 197,709,440 - - - - - 197,709,440 5. Management shares 431,939 - - - 33,512 33,512 465,451 Total conditional shares 929,439,484 - - - (37,845,276) (37,845,276) 891,594,208 II. Shares without trading limited conditions 1. RMB common 646,434,394 - - - 37,831,326 37,831,326 684,265,720 shares 2. Foreign shares placed in domestic 141,426,625 - - - 13,950 13,950 141,440,575 exchange 3. Foreign shares - - - - - - - listed overseas 4. Others - - - - - - - Total unconditional 787,861,019 - - - 37,845,276 37,845,276 825,706,295 shares III. Total capital shares 1,717,300,503 - - - - - 1,717,300,503 The above shares are with par value of RMB1 yuan. 114 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 32. Capital reserves RMB Yuan Items Beginning of term Increased this Decreased End of term term this term June 30, 2011: Share capital premium 8,369,949,610 - - 8,364,328,133 Incl. Capital input by investors 8,884,412,549 - - 8,884,412,549 Using of converting rights of convertible bonds 1,394,072,217 - - 1,394,072,217 Liabilities converted to capital - - - - Difference formed by merger of firms under (1,354,694,800) - - (1,354,694,800) common control Acquiring share equities from minor (384,866,956) - (5,621,477) (390,488,433) shareholders of subsidiaries Capital reserves capitalized (168,973,400) - - (168,973,400) Other misc. incomes 10,092,053 - - 10,092,053 Other capital reserves 104,411,758 - - 104,411,758 Incl. Equity part distilled from convertible bond - - - - Fair value of equity instrument accounted at - - - - equity basis Balance of moving compensation granted by - - - - government for public interests Transferred from capital reserves under original 104,411,758 - - 104,411,758 system Total 8,484,453,421 - (5,621,477) 8,478,831,944 December 31, 2010: Share capital premium 8,369,949,610 - - 8,369,949,610 Incl. Capital input by investors 8,884,412,549 - - 8,884,412,549 Using of converting rights of convertible bonds 1,394,072,217 - - 1,394,072,217 Liabilities converted to capital - - - - Difference formed by merger of firms under (1,354,694,800) - - (1,354,694,800) common control Purchasing of shares from minor shareholders of (384,866,956) - - (384,866,956) subsidiaries (Note 1) Capital reserves capitalized (168,973,400) - - (168,973,400) Other misc. incomes 13,565,536 - 3,473,483 10,092,053 Other capital reserves 104,411,758 - - 104,411,758 Incl. Equity part distilled from convertible bond - - - - Fair value of equity instrument accounted at - - - - equity basis Balance of moving compensation granted by - - - - government for public interests Transferred from capital reserves under original 104,411,758 - - 104,411,758 system Total 8,487,926,904 - 3,473,483 8,484,453,421 115 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 33. Surplus reserves RMB Yuan Items Beginning of Increased this Decreased this End of term term term term June 30, 2011: Statutory surplus reserves 759,342,546 - - 759,342,546 Optional surplus reserves 140,120,038 - - 140,120,038 Preserved fund - - - - Enterprise development fund - - - - Others - - - - Total 899,462,584 - - 899,462,584 December 31, 2010: Statutory surplus reserves 645,672,972 113,669,574 - 759,342,546 Optional surplus reserves 140,120,038 - - 140,120,038 Preserved fund - - - - Enterprise development fund - - - - Others - - - - Total 785,793,010 113,669,574 - 899,462,584 Legal common reserves could be used to makeup losses, expand business operation or capitalized to capital shares. 34. Retained profit RMB Yuan Items Amount Percentage of drawing or allocation June 30, 2011: Before adjustment: Retained profit at end of last year 6,940,907,225 Adjusted: Total retained profit at beginning of year - Adjusted: Retained profit at beginning of year 6,940,907,225 Plus: Net profit attributable to owners of the parent company 1,468,587,411 Less: Statutory surplus reserves - Optional surplus reserves - Common risk provisions - Common share dividend payable 206,076,060 Note 1 Common share dividend transferred to capital share - Retained profit at the end of term 8,203,418,576 December 31, 2010: Before adjustment: Retained profit at end of last year 5,214,909,610 Adjusted: Total retained profit at beginning of year - Adjusted: Retained profit at beginning of year 5,214,909,610 Plus: Net profit attributable to owners of the parent company 2,011,397,239 Less: Statutory surplus reserves 113,669,574 Optional surplus reserves - Common risk provisions - Common share dividend payable 171,730,050 Common share dividend transferred to capital share - Retained profit at the end of term 6,940,907,225 116 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 34. Retained profit - continues Note 1: Cash dividend approved by the Shareholders’ Annual Meeting According to the resolutions adopted at the Shareholders’ Meeting 2010 held in April 2011, on the basis of 1,717,300,503 shares at December 31, 2010, the Company distributed RMB1.20 to each 10 shares, and totally RMB206,076,060 was distributed. Note 2: Surplus reserves drawn by subsidiaries As of June 30, 2011, there were RMB507,712,376 of surplus reserves provided by the subsidiaries which has been incorporated in the retained profit of the Group. (December 31, 2010: RMB507,712,376). 35. Operational turnover and cost (1) Turnover RMB Yuan Items Occurred Amount occurred current term in same period last year Major business turnover 8,091,485,144 6,980,394,887 Other business income - 759,038 Operation cost 4,241,421,711 4,127,221,400 Other business cost - 142,333 (2) Main businesses (on industries) RMB Yuan Occurred current term Amount occurred in same period last year Turnover Operation Turnover Operation cost Name of industry cost Property development 7,558,252,607 3,820,931,126 6,460,083,143 3,725,031,407 Public Utilities 283,410,271 206,370,877 321,265,272 236,716,661 Property management 249,822,266 214,119,708 199,046,472 165,473,332 Total 8,091,485,144 4,241,421,711 6,980,394,887 4,127,221,400 117 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 35. Operational turnover and cost – cont. (3) Income from top 5 clients RMB Yuan Percentage in total turnover of the Name of clients Turnover Company % Client I 42,149,597 0.52 Client II 40,341,965 0.50 Client III 39,958,467 0.49 Client IV 37,945,237 0.47 Client V 37,087,823 0.46 Total 197,483,089 2.44 36. Business tax and surcharge RMB Yuan Occurred current term Amount occurred in Items Rate same period last year Land VAT 792,752,288 509,082,873 Note Business tax 442,386,064 335,311,052 Note City maintenance and construction tax 29,219,269 10,008,345 Note Education surtax 13,714,010 7,158,099 Note Others 2,632,431 1,364,878 Total 1,280,704,062 862,925,247 Note: See Note (III). 37. Financial expenses RMB Yuan Items Occurred current term Amount occurred in same period last year Interest expense 334,107,729 195,007,097 Less: Interest expenses capitalized 230,191,509 173,094,565 Less: Interest income 51,023,401 48,785,129 Exchange differences (156,152,499) 26,152,464 Less: Exchange difference capitalized (26,652,607) 8,392,352 Others 4,322,478 12,165,719 Total (72,284,595) 3,053,234 118 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 38. Income from fair value fluctuation RMB Yuan Source of income from fluctuation of fair value Occurred current Amount occurred in term same period last year Transactional financial assets 1,773,595 19,394,866 Incl. Gains from fluctuation of fair value of derivate financial 1,773,595 instruments 19,394,866 Trade off financial liabilities 14,110,671 10,523,008 Investment property measured at fair value - - Others - - Total 15,884,266 29,917,874 39. Investment income (1) Detailed investment gains RMB Yuan Items Occurred current Amount occurred in term same period last year Long-term equity investment gains on cost basis - - Long-term equity investment gains on equity basis 45,609,319 (592,236) Investment gains from disposal of long-term equity investment - - Investment gains on the date of maturity of financial assets - - Investment gains from disposal of tradable financial assets (19,295,749) 3,637,080 Investment gains from disposal of investment hold to expiration - - Investment gains from disposal of available-for-sale financial - - assets Others (Note 1) 24,948,540 22,409,110 Total 51,262,110 25,453,954 Note 1: Interest income from entrusted loans was RMB24, 948,540 after deducting of taxes. See Note (V) 7 for details. 119 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 39. Investment gains – cont. (2) Details of gains from long-term equity investment on equity basis RMB Yuan Amount Occurred current occurred in same Company invested in term period last year Causation of change Shenzhen TCL Optical-Electronics 47,739,893 - Technologies Ltd. Tianjin Xinhai real Estate Development - 2,094,709 Co., Ltd. 40. Asset impairment loss RMB Yuan Items Occurred current Amount occurred in term same period last year I. Bad debt loss (4,617) (2,861) II. Inventory impairment loss - - III. Disposable financial asset impairment - - IV. Impairment loss from investment held till expiration - - V. Impairment loss from long-term stock investment - - VI. Property investment impairment loss - - VII. Fixed asset impairment loss - - VIII. Engineering goods impairment loss - - IX. Construction-in-process impairment loss - - X. Production goods impairment loss - - XI. Gas and fuel asset impairment loss - - XII. Intangible asset impairment loss - - XIII. Goodwill impairment loss - - XIV. Other - - Total (4,617) (2,861) 120 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 41. Non-business income (1) Details of non-operational income RMB Yuan Items Occurred current Amount occurred in term same period last year Total gains from disposal of non-current assets 31,599 66,174 Incl. Gains from disposal of fixed assets 31,599 66,174 Gains from disposal of intangible assets - - Gains from debt reorganization - - Gains from exchange of non-monetary assets - - Donation received - - Government subsidy 1,619,000 7,088,493 Write back of predicted debts - - Income from penalties 891,329 599,948 Others 817,807 1,155,626 Total 3,359,735 8,910,241 (2) Details of government subsidy RMB Yuan Items Occurred current term Amount occurred Remarks VAT refund for electric power import - 4,862,063 Subsidy for solar energy application - 1,020,600 Tax refund 367,000 556,129 Industrial development special fund - 600,000 Award for great tax payer 1,252,000 - Subsidy for culture and sport center - - Supporting fund for financial crisis - - Government financing for pipe - 49,701 Others - - Total 1,619,000 7,088,493 42. Non-business expenditures RMB Yuan Items Occurred current Amount occurred in term same period last year Total loss from disposal of non-current assets 442,593 276,647 Incl. Loss from disposal of fixed assets 442,593 276,647 Loss from disposal of intangible assets - - Losses from debt restructuring - - Loss from exchange of non-monetary assets - - Expected liability expense - - Donations - 2,232,000 Others 2,204,571 2,595,038 Total 2,647,164 5,103,685 121 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 43. Income tax expenses RMB Yuan Items Occurred current term Amount occurred in same period last year Income tax calculated according to the law and regulations of 470,745,407 582,418,590 current term Adjustment of differed income tax 115,987,773 (147,676,385) Total 586,733,180 434,742,205 Adjustments on income tax expenditure and accounting profit: RMB Yuan Occurred current Amount occurred in same term period last year Accounting profit 2,406,464,972 1,833,668,498 Income tax at 24% (22% last year) 577,551,593 403,407,070 Influence of taxes may not be neutralized by expenses 4,628,073 16,484,665 Influence of tax-free income (12,302,906) (2,229,334) Influence of taxes not confirmed to neutralize loss and 35,116,990 (45,150,629) neutralizable provisional differences Tax influence by using of unrecognized previous loss and (22,660,693) 43,672,028 deductible provisional differences Influence of change in timing of writing back differed income - - tax asset/liability Influence of inconsistency in tax rates of subsidiaries in other 4,400,123 18,558,405 region Others - - Income tax expenses 586,733,180 434,742,205 44. Calculation of basic earning per share and diluted earning per share At calculating of basic earning per share, the net profit of current term attributable to common shareholders is: RMB Yuan Occurred current Amount occurred in term same period last year Net profit of current term attributable to common shareholders 1,468,587,411 1,050,179,281 Incl. Net profit attributable to continuous operation 1,468,587,411 1,050,179,281 Net profit attributable to terminating operation - - 122 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 At calculating of diluted earning per share, the net profit of current term attributable to common shareholders is: RMB Yuan Occurred Amount occurred in current term same period last year Net profit of current term attributable to common shareholders 1,468,587,411 1,050,179,281 Diluting potential common share interests recognized as expenses at current term - - The part attributable to common shareholders after deducting of income tax The part of income or expenses generated by converting of diluted potential common shares attributable to common shareholders after - - deducting of income tax Incl. Net profit attributable to continuous operation 1,468,587,411 1,050,179,281 Net profit attributable to terminating operation - - 123 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 44. Calculation of basic earning per share and diluted earning per share – cont. At calculating of basic earning per share, the denominator is the weighted average of common shares issued outside, the calculation formula is as: RMB Yuan Occurred current Amount occurred in term same period last year Common shares out in the market at beginning of year 1,717,300,503 1,717,300,503 Plus: Weighted amount of common shares issued this term - - Less: weighted amount of common shares repurchased in current - - term Weighted amount of common shares issued outside at end of year 1,717,300,503 1,717,300,503 At calculating of diluted earning per share, the formula for weighted average amount of common shares issued outside is as: RMB Yuan Occurred current Amount occurred in term same period last year Weighted average of common shares used 1,717,300,503 1,717,300,503 in calculating of basic earnings per share Plus: Weighted average amount of common shares increased with assumption of the diluted potential common shares have been - - converted to current common shares Incl. Weighted amount of common shares increased by converting of - - convertible bonds Weighted amount of common shares increased by exercising - - of subscription certificate / share option Weighted amount of common shares increased by executing - - of repurchasing commitment Weight average amount of common shares 1,717,300,503 1,717,300,503 used in calculating of diluted earning per share Earnings per share RMB Yuan Occurred current Amount occurred in term same period last year Calculated according to net profit attributable to the shareholders of the parent company Basic earnings per share 0.86 0.61 Diluted earnings per share 0.86 0.61 Calculated according to continuous operation net profit attributable to the shareholders of parent company Basic earnings per share 0.86 0.61 Diluted earnings per share 0.86 0.61 Calculated according to termination net profit attributable to the shareholders of parent company Basic earnings per share - - Diluted earnings per share - - 124 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 45. Other miscellaneous income RMB Yuan Amount occurred in Occurred current same period last Items term year 1. Gain(loss) generated by sellable financial assets - (769,024) Less: Income tax influence of available-for-sale financial assets - (118,046) Net amount written into other gains and transferred into gain/loss - in previous terms - Sub-total - (650,978) 2. Share in other misc. income of the invested company on equity basis - - Less: Income tax influence of shares in other gains of investees on equity basis - - Net amount written into other gains and transferred into gain/loss in previous terms - - Sub-total - - 3. Gain(loss) generated by cash flow of hedging instrument - - Less: Income tax influence of cash flow hedge instruments - - Net amount written into other gains and transferred into gain/loss in previous terms - - Adjustment converted to initially recognized amount of hedging subject - - Sub-total - - 4. Difference in translating of foreign currency accounts 4,468,422 39,197,159 Less: Net amount of disposing overseas business and transferred - to current gain/loss - Sub-total 4,468,422 39,197,159 5. Others (5,621,477) - Less: Income tax influence by other accounted into other misc. - incomes - Net amount accounted into other misc. income and transferred into - current gain/loss in previous terms - Sub-total (5,621,477) - Total (1,153,055) 38,546,181 46. Notes to cash flow statements (1) Other cash received relating to business operation RMB Yuan Items Occurred current term Amount occurred in same period last year Operational trade money received 2,039,455,447 965,050,266 Project deposit received 143,199,977 337,179,945 Interest received 70,082,500 50,537,793 Operational provisional money received 147,169,375 104,664,258 Total 2,399,907,299 1,457,432,262 125 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 46. Notes to cash flow statements – cont. (2) Other cash paid relating to business operation RMB Yuan Items Occurred current term Amount occurred in same period last year Operational trade money paid 1,719,041,536 478,606,354 Project deposit refunded 237,536,195 477,206,606 Cash paid for sales expenses 106,561,289 71,933,008 Cash paid for administrative expenses 41,775,455 51,773,005 Total 2,104,914,475 1,079,518,973 (3) Other cash received relating to investment operation RMB Yuan Items Occurred current term Amount occurred in same period last year Cash received from trade of foreign currency future contract - 12,887 Total - 12,887 (4) Other cash paid relating to investment operation RMB Yuan Items Occurred current Occurred in term previous term Cash paid for NDF trade loss 22,597,418 - 126 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 47. Supplementary data of cash flow statement (1) Supplementary cash flow statement RMB Yuan Supplementary Info. Amount of the Amount of the same period of last Current Term year 1. Net profit adjusted to cash flow of business operation Net profit 1,819,731,792 1,398,926,293 Plus: Asset impairment provision (4,617) (2,861) Fixed asset depreciation, gas and petrol depreciation, 14,913,285 16,924,895 production goods depreciation Amortizing of intangible assets and investment properties 77,383,056 68,873,765 Amortizing of long-term expenses 9,127,586 9,611,584 Loss from disposal of fixed assets, intangible assets and 410,994 210,473 other long-term assets Loss of disposing fixed assets - - Loss (gain) from fair value fluctuation (15,884,266) (29,917,874) Financial expenses (72,284,595) 3,053,234 Investment loss (gains) (51,262,110) (25,453,955) Decrease of differed income tax assets (increase) 115,987,773 (147,676,385) Increase (decrease) of differed income tax liabilities - (118,047) Decreasing (increase) of inventory (5,771,433,459) (3,339,843,203) Decrease (increase) of operational receivables (802,331,577) 888,747,172 Increase (decrease) of operational payable items 1,650,703,367 (841,884,392) Others Cash flow generated by business operation, net (3,024,942,771) (1,998,549,301) 2. Major investment and financing operation not involving with cash Liabilities converted to capital - - Convertible bond expire in 1 year - - Fixed assets leased through financing - - 3. Net change of cash and cash equivalents Balance of cash at period end 7,907,340,239 10,315,367,297 Less: Initial balance of cash 8,914,595,308 8,775,661,067 Plus: Balance of cash equivalents at the period end - - Less: Initial balance of cash equivalents - - Net increasing of cash and cash equivalents (1,007,255,069) 1,539,706,230 127 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (V) Notes to the consolidated financial statements – cont. 47. Supplementary data of cash flow statement – cont. (2) Composition of cash and cash equivalents RMB Yuan Items End of term Beginning of term I. Cash 7,907,340,239 8,914,595,308 Incl: Cash in stock 103,479 59,111 Bank savings could be used at any time 7,907,236,760 8,914,536,197 Other monetary capital could be used at any time - - Usable money in Central Bank - - Money saved in associated financial bodies - - Money from associated financial bodies - - II. Cash equivalents - - Incl. Bond investment due in 3 months - - III. Balance of cash and cash equivalents at end of term 7,907,340,239 8,914,595,308 128 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (VI) Related parties and related transactions 1. Particulars about the parent company of the Company RMB Yuan Ultimate Voting power of holder of Ownership Reg. Legal Business Registered Shareholding of the parent the Organization Name of the parent co. Relationship type Add. representative property capital the parent co. company % Company code Establishment and China China Merchants Shekou Controlling Ltd. management Merchants Shenzhen Fu Yuning 2,236,000,000 51.89% 51.89% 10001146 - 0 Industrial Zone Co., Ltd. shareholder liability of various Group Co., types of Ltd. enterprises. China Merchants Group Co., Ltd. is the ultimate controlling party of the Group. 2. Particulars of the subsidiaries See Note (IV) 3. Joint-ventures and affiliates See Note (V) 8 129 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (VI) (7) Related Parties and Related Transactions -continues 4. Other related parties Name of the related parties Relationship with the Company Organization code Shenzhen China Merchants Landmark 70844202 - 3 Under same controlling shareholder Co., Ltd. Shenzhen Beike Venture Co., Ltd. Under same controlling shareholder 72304387 - 2 Dafeng International Holdings Under same controlling shareholder Not applicable Shenzhen China Merchants Financing 19244397 - 2 Under same controlling shareholder Service Co., Ltd. China Merchants Logistics Holdings Co., 72472882 - 2 Under same controlling shareholder Ltd. Shenzhen Shekou Dazhong Investment 61880956 - 5 Under same controlling shareholder Co., Ltd. China Merchants Hanghua Technologies 60002262 - 5 Under same controlling shareholder and Trade Center Co., Ltd. Shenzhen CM Qianhaiwan Property Co., 79386851 - 1 Under same controlling shareholder Ltd. Shanghai CM Plaza Property Co., Ltd. Under same controlling shareholder 60727122 - 9 Under common ultimate controlling Not applicable China Merchants Group (HK) Ltd. shareholder Under common ultimate controlling 19218149 - 0 China Merchants Securities Co., Ltd. shareholder Huajian Transportation Economic Under common ultimate controlling 10171700 - 0 Development Center shareholder Shenzhen Nanshan Property Under common ultimate controlling 75046859 - 3 Development Co., Ltd. shareholder China Merchants International (China) Under common ultimate controlling 71786931-X Investment Co., Ltd. shareholder Under common ultimate controlling 61145106 - 2 CM Zhangzhou Development Zone Ltd. shareholder Shenzhen TCL Optical-Electronics 26639365 - 3 Affiliate of the Company Technologies Ltd. China Merchants Guangming 76755303 - 0 Affiliate of the Company Technologies Garden Ltd. Tianjin Xinhai real Estate Development 7581445 – 4 Affiliate of the Company Co., Ltd. Huizhou Taitong Property Investment 67314099 – 0 Joint venture of the Company Co., Ltd. Foshan China Merchants Longyuan 57747802-X Affiliate of the Company Property Co., Ltd. Director, general manager and vice Key management general manager 130 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (VI) (7) Related Parties and Related Transactions -continues 5. Related transactions (1) Related transactions of goods and services RMB Yuan Amount occurred in same Pricing and Occurred current term period last year Subjects of the decision making Percentage in Percentage in Related parties Type of trade related transactions process Amount similar trades % Amount similar trades % Shenzhen CM Providing of Approved by the Qianhaiwan Property Note 94,901,000 100 53,350,000 100 labor service Board Co., Ltd. Note. This was the income occurred with the construction contract for the overall construction project of phase I to IV of Qianhaiwan Garden undertaken by Shenzhen China Merchants Construction Co., Ltd. – subsidiary of the Company, from Shenzhen China Merchants Qianhaiwan Property Co., Ltd. (2) Related rents RMB Yuan Starting Rental Name of the owner Name of the tenant Description of the property date Stop date income China Merchants Shekou Shenzhen China Merchants Property Nanhai E-cool 2009.09.01 2023.08.31 (6,726,084) Industrial Zone Co., Ltd. Co., Ltd. China Merchants Shekou Shenzhen CM Power Supply Co., Land using right 2007.01.01 2011.12.31 (1,142,943) Industrial Zone Co., Ltd. Ltd. China Merchants Shekou Shenzhen China Merchants Property Land using right 2010.01.01 2012.12.31 (3,809,176) Industrial Zone Co., Ltd. Co., Ltd. Shanghai CM Plaza Property Subsidiary in Shanghai Shanghai CM Plaza 2011.01.01 2011.11.01 (1,650,947) Co., Ltd. Huajian Transportation CM Property (Beijing) Ltd. CM Tower 2007.05.10 2011.06.30 (696,000) Economic Development Center Shenzhen China Merchants China Merchants Shekou Industrial Office building of New Time 2011.01.01 2011.12.31 5,317,001 Property Co., Ltd. Zone Co., Ltd. Plaza Shenzhen China Merchants China Merchants International Office building of New Time 2011.01.01 2011.12.31 2,263,627 Property Co., Ltd. (China) Investment Co., Ltd. Plaza, industrial building Shenzhen China Merchants China Merchants International IT Co., Nanhai E-cool, Science and 2011.01.01 2014.02.28 589,056 Property Co., Ltd. Ltd. Tech Building phase II Shenzhen China Merchants Shenzhen Beike Venture Co., Ltd. Beike Chuangye Building 2000.07.01 2015.06.30 333,330 Property Co., Ltd. Shenzhen China Merchants China Merchants Group Shenzhen Office building of New Time 2010.11.01 2011.10.31 250,542 Property Co., Ltd. Major Project Cordinating Office Plaza Shenzhen China Merchants Shenzhen China Merchants Office building of New Time International Shipping Agency Co., 2011.01.01 2011.12.31 218,963 Property Co., Ltd. Plaza, United Building Ltd. The above transactions are implemented according to agreement price. (3) Related guarantees RMB Yuan The Guarantor The Beneficiary Amount Start date Due date Completed or guaranteed not CMSIZ. (Note 1) The Company 940,000,000 2009.05.26 2012.07.27 No Shenzhen China Merchants Property CMSIZ. (Note 1) 78,000,000 2011.05.26 2012.04.16 No Co., Ltd. CM Group Co., Ltd. (Note 2) The Company 2,000,000,000 2010.04.20 2017.04.20 No Dafeng International Holdings Co., Ltd. Eureka Investment Industrial Ltd. 323,580,000 2011.02.28 2011.11.28 No (Note 3) China Merchants Group (HK) Co., Ltd. Eureka Investment Industrial Ltd. 2007.11.20 2013.12.24 No (Note 3) 2,030,173,200 131 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Dafeng International Co., Ltd. – the subsidiary of CM Shekou Industry Co., Ltd., has provided guarantee for the future foreign currency contract of Eureka Investment Co., Ltd. – one of the Company’s subsidiaries. 132 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (VI) (7) Related Parties and Related Transactions -continues 5. Related transactions – cont. (3) Related guarantees – cont. Note 1: China Merchants Sekou Industrial Zone Co., Ltd. provide guarantee for the loan of the Company amount to RMB940,000,000; and provided guarantee for the loan of Shenzhen China Merchants Property Co., Ltd. amount to RMB780,000,000. Note 2: China Merchants Group Co., Ltd. provided guarantee to the Company for loan of RMB2,000,000,000. Note 3: Eureka Investment Co., Ltd. – one of the subsidiaries of the Company, raised loan of USD297,000,000 (RMB1,922,065,200), HKD 130,000,000 (RMB108,108,000) from the bank which was secured by CM Group (HK) Co., Ltd.; the loan of USD50,000,000 (RMB323,580,000) which was secured by Dafeng International Holdings Co., Ltd. 133 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (VI) (7) Related Parties and Related Transactions -continues 6. Receivable and payables due with related parties RMB Yuan Projects Related parties Amount at end of term Initial ammount Other account Foshan China Merchants Longyuan Property 672,924,122 - receivable Co., Ltd. Other account Shenzhen TCL Optical-Electronics 227,159,525 291,155,457 receivable Technologies Ltd. Other account China Merchants Guangming Technologies - 13,960,000 receivable Garden Ltd. Long-term receivable Huizhou Taitong Property Investment Co., Ltd. 141,577,000 134,579,000 Account payable China Merchants Shekou Industrial Zone Co., 111,751,800 - Ltd. Other account payable CM Zhangzhou Development Zone Ltd. 393,929,535 393,929,535 Other account payable Shenzhen Nanshan Property Development Co., 259,201,912 344,987,895 Ltd. Other account payable Shenzhen Shekou Dazhong Investment Co., 138,235,302 138,235,302 Ltd. Other account payable China Merchants Guangming Technologies 74,095,728 1,055,028 Garden Ltd. Other account payable Shenzhen China Merchants Financing Service 71,770,000 53,440,000 Co., Ltd. Other account payable Shenzhen China Merchants Landmark Co., 693,279 1,838,494 Ltd. Other account payable China Merchants Hanghua Technologies and 528,151 528,151 Trade Center Co., Ltd. Other account payable Tianjin Xinhai real Estate Development Co., 106,081,399 133,081,399 Ltd. Shenzhen China Merchants Landmark Co., Long-term payable 1,200,000 1,200,000 Ltd. Dividend payable Shenzhen Nanshan Property Development Co., 39,604,987 39,604,987 Ltd. (VII) Contingency As of June 30, 2011, the Company has provided guarantees for property mortgages to the banks totaled to RMB74,887,795 (December 31, 2010: RMB205,889,457). This issue makes no material influence on the financial situations of the report term and the period after the report term. (VIII) Commitments (1) Capital commitment RMB Yuan Items End of term Beginning of term Signed but not yet recognized in the financial statements - commitment of long-term asset purchasing - 2,743,729 - Outsourcing contract with large amount - - -Real estate development projects 7,691,306,417 7,570,722,695 -Investment commitment to the outside - - Total 7,691,306,417 7,573,466,424 134 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (VIII) Commitments - continues (2) Operational leasing commitment By the balance sheet date, information on irrevocable operation lease contract signed with outside, as follows: RMB Yuan Items End of term Beginning of term Minimum lease payments of irrevocable operation lease: The first year since the balance sheet date. 31,064,794 44,307,562 The Second years since the balance sheet date. 29,422,208 41,559,497 The Third years since the balance sheet date. 28,822,025 41,335,434 The following years. 289,567,848 346,187,586 Total 378,876,875 473,120,079 (IX) Post-balance-sheet issues No post-balance-sheet issue with the Company up to the date of this report. (X) Segment report According to the internal structure, administrative requirement and reporting criteria of the Group, the Group divides its businesses into four reporting segments. These reporting segments are decided according to the characteristics of businesses. The executives evaluate the business performance of these segments and decide the allocation of resources. These segments are: property development, public utilities, and property management. Segment report adopts same accounting policies and measurement basis with those adopted in preparing of this financial statement. 135 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (X) Segment report - continues (1) Segment report data RMB Yuan Property development Public Utilities Property management Unclassified projects Neutralized between segments Total Same period last Same period last Same period last Same period Current year Same period last year Current year year Current year year Current year year Current year last year Current year Same period last year Turnover Income from external trade 7,699,951,909 6,460,083,143 276,284,982 321,265,272 249,822,266 199,046,472 - 759,038 (134,574,013) - 8,091,485,144 6,981,153,925 Income among the segments 8,684,000.00 - - - - - - (8,684,000) - - - Total turnover of the segments 7,708,635,909 6,460,083,143 276,284,982 321,265,272 249,822,266 199,046,472 - 759,038 (143,258,013) - 8,091,485,144 6,981,153,925 Adjusted items: - Total turnover in the financial statement Operation cost 3,951,072,216 3,725,031,407 197,974,756 236,716,661 214,119,708 165,473,332 - 142,333 (121,744,969) - 4,241,421,711 4,127,363,733 Segment operation profit (loss) 3,757,563,693 2,735,051,736 78,310,226 84,548,611 35,702,558 33,573,140 - 616,705 (21,513,044) - 3,850,063,433 2,853,790,192 Adjusted items: Business tax and surcharge 1,265,913,921 851,678,388 1,163,599 815,766 13,626,542 10,431,093 - - - - 1,280,704,062 862,925,247 Sales expense 159,949,829 112,145,064 - - - - - - - - 159,949,829 112,145,064 Administrative expense 121,742,510 71,161,608 5,204,184 6,674,145 14,520,181 13,060,686 1,625,854 10,282,955 - - 143,092,729 101,179,394 Financial expenses 24,934,426 (15,283,182) (21,585,029) (272,842) (2,203,510) (1,519,832) (73,430,482) 20,129,090 - - (72,284,595) 3,053,234 Asset impairment loss (4,617) (2,861) - - - - - - - - (4,617) (2,861) Income from change of fair value - - - - - - 15,884,266 29,917,874 - - 15,884,266 29,917,874 Investment income 70,203,918 2,927,006 - - 353,941 390,684 (19,295,749) 22,136,264 - - 51,262,110 25,453,954 Operation profit 2,255,231,542 1,718,279,725 93,527,472 77,331,542 10,113,286 11,991,877 68,393,145 22,258,798 (21,513,044) - 2,405,752,401 1,829,861,942 Non-operational income 3,271,512 3,396,091 3,500 4,912,894 84,723 601,256 - - - - 3,359,735 8,910,241 Non-operational expenditure 315,766 2,655,341 2,279,218 2,278,486 52,180 169,858 - - - - 2,647,164 5,103,685 Total profit 2,258,187,288 1,719,020,475 91,251,754 79,965,950 10,145,829 12,423,275 68,393,145 22,258,798 (21,513,044) - 2,406,464,972 1,833,668,498 Income tax 559,551,066 405,867,659 23,093,300 18,360,567 4,088,814 4,512,537 - 6,001,442 - - 586,733,180 434,742,205 Net profit 1,698,636,222 1,313,152,816 68,158,454 61,605,383 6,057,015 7,910,738 68,393,145 16,257,356 (21,513,044) - 1,819,731,792 1,398,926,293 136 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (X) Segment report - continues (1) Segment report data – cont. RMB Yuan Property development Public Utilities Property management Unclassified projects Neutralized between segments Total Same period last Same period last Same period last Same period last Current year Same period last year Current year year Current year year Current year year Current year year Current year Same period last year Total asset of the segments 98,488,888,761 48,700,383,337 3,608,615,712 3,770,461,248 493,035,767 472,737,757 7,016,681,792 23,312,528,448 (43,903,975,133) (24,470,465,895) 65,703,246,899 51,785,644,895 Total asset in the financial 98,488,888,761 48,700,383,337 3,608,615,712 3,770,461,248 493,035,767 472,737,757 7,016,681,792 23,312,528,448 (43,903,975,133) (24,470,465,895) 65,703,246,899 51,785,644,895 statements Total liability of the segments 65,981,198,791 35,548,838,318 2,626,208,732 2,785,938,164 400,537,537 36,330,819 6,429,622,437 17,841,550,683 (32,420,078,717) (24,470,465,895) 43,017,488,780 31,742,192,089 Total liability in the financial 65,981,198,791 35,548,838,318 2,626,208,732 2,785,938,164 400,537,537 36,330,819 6,429,622,437 17,841,550,683 (32,420,078,717) (24,470,465,895) 43,017,488,780 31,742,192,089 statements Supplementary info. Depreciation 9,143,609 6,901,811 4,643,891 8,904,500 1,125,785 1,118,584 - - - - 14,913,285 16,924,895 Amortized 86,510,642 78,384,924 - 4,873 - - - 95,552 - - 86,510,642 78,485,349 Interest income 36,421,377 45,593,691 12,743,975 1,240,872 484,895 1,639,772 1,373,154 310,794 - - 51,023,401 48,785,129 Interest expense 98,487,009 13,771,325 5,429,211 8,141,207 - - - - - - 103,916,220 21,912,532 Impairment recognized in current (4,167) (2,861) - - - - - - - - (4,167) (2,861) term Investment gains recognized with long-term equity investment on 45,255,378 - - - 353,941 - - (592,236) - - 45,609,319 (592,236) equity basis Amount of long-term equity 759,653,571 - - - 5,041,405 - - 615,920,380 - - 764,694,976 615,920,380 investment on equity basis Non-current asset other than 5,186,485,320 4,679,503,497 116,215,725 100,440,141 9,147,603 12,519,734 149,320,695 142,052,666 - - 5,461,169,343 4,934,516,038 long-term equity investment Capital expenditure 10,924,291 252,596,902 12,907,121 806,933 1,827,418 1,286,592 - 56,400 - - 25,658,830 254,746,827 Incl. Expenditure of - - 12,758,921 656,918 913,709 - - - - - 13,672,630 656,918 construction-in-process Expenditure for purchasing of 9,291,308 3,225,824 148,200 150,015 913,709 1,286,592 - 56,400 - - 10,353,217 4,718,831 fixed assets Expenditure for purchasing of - - - - - - - - - - - - intangible assets Expenditure for purchasing of 1,632,983 249,371,078 - - - - - - - - 1,632,983 249,371,078 investment property Non-cash expenses other than - - - - - - - - - - - - depreciation and amortizing 137 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (X) Segment report - continues (2) Income from external trade categorized by source territories and non-current assets categorized by locations RMB Yuan Amount occurred Occurred current in same period last Items term year External trade income from mainland China 8,144,325,918 6,981,153,925 External trade income from Hong Kong and abroad - - Total 8,144,325,918 6,981,153,925 RMB Yuan Items End of term Beginning of term Non-current asset located in mainland China 4,967,381,057 5,003,573,235 Non-current asset located in Hong Kong and 149,320,695 145,631,405 abroad Total 5,116,701,752 5,149,204,640 (XI) Financial Instruments and Risk Management Financial instruments adopted by the Group are available-for-sale financial assets, long-term equity investments, loans, account receivable, account payable, transactional financial liabilities, and convertible bonds. Details of these financial instruments are available in respective notes herein. Risks attached to these financial instruments and the risk management policies adopted by the Group are illustrated hereafter. The executive team of the Company have been monitoring and controlling over the risk exposures to constrain them in a limited extent. 1. Objective and policies of risk management The objective of the Company’s risk management is to achieve a balance between the risk and gains. Constrain the negative influence on business operation to the lowest limit, and maximum the interests of shareholders and other equity holders. With regard to this target, the basic policies of the Company are; locate and analyse the risks, set appropriate bottom line for risks, and manage and monitor on each risk and constrain them in a certain extent. 138 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (XI) Financial Instruments and Risk Management - continues 1.1 Market risk 1.1.1 Foreign currency risk Foreign currency risks are those generated by vibration of exchange rates. Foreign currency risks of the Company are mainly involved with Hong Kong Dollar, and US Dollar. Except for the overseas subsidiaries of the Company incorporated in Hong Kong Special Executive Zone and other countries, which are doing their businesses by local currencies, all other main business operations of the Company are in Renminbi. As of June 30, 2011, except for the following assets which are demonstrated in Hong Kong Dollar, and US Dollar, all of the other assets and liabilities of the Company are demonstrated in RMB. Foreign currency risks brought by these assets and liabilities in foreign currencies may influence the Company’s business performance. RMB Yuan Items End of term Beginning of term Cash and cash equivalents 351,993,839 766,468,367 Other account receivable 696,631 811,826 Long-term receivable 148,976,670 145,147,392 Other account payable 1,294,210,760 1,157,654,458 Short-term loans 365,062,956 472,132,283 Long-term loans due in 1 year 970,740,000 661,515,187 Long-term borrowings 3,576,885,600 4,402,688,087 Note: As of June 30, 2011, except for the above assets and liabilities accounted in HKD or USD, the Company has the book principal of USD180,000,000 (RMB1,164,888,000) purchased in term of foreign currency future contract without transferring of principal. The Company pays close attention on the influences of exchange rate vibration. 1.1.2 Interest risks The Company’s loans are mainly in Renminbi, and foreign currency loans are just auxiliary measures. Foreign currency loans are mainly floating rate loans in USD and HKD without being influenced by adjustment of basic interest rate done by People’s Bank of China. As for loans in RMB, the Company eliminated the influence of increasing interest rate to a certain extent by obtaining fix rate loans in advance and raise the portion of fix rate loans in the whole loans, in both arrangements of short-term and long-term loans. 139 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (XI) Financial Instruments and Risk Management - continues 1.2 Credit risks As at June 30, 2011, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure to discharge an obligation by the counter parties or debtors is arising from: Book value of financial asset recognized in consolidated balance sheet; as for financial instruments measured at fair value, the book value is reflecting the exposure to risks but not actually the greatest exposure. The greatest exposure to risks fluctuates along with the future fair value. Amount of financial guarantee contracts disclosed in Note (VII) – Contingent issues. In order to minimize the credit risk, the management of the Group has delegated a team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at each balance sheet date to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the directors of the Company consider that the Group’s credit risk is significantly reduced. The credit risk on liquid funds is limited because the counter parties are banks with high credit ratings assigned by international credit-rating agencies. The Company adopted necessary policies to make sure that all clients and customers are attributed with merit credit records. 1.3 Liquidity risk In the management of the liquidity risk, the Company monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Company’s operations and mitigate the effects of fluctuations in cash flows. The management monitors the utilization of bank borrowings and ensure the loan contracts are properly exercised. 140 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (XI) Financial Instruments and Risk Management - continues 1.3 Liquidity risk – cont. The due dates of financial liabilities held by the Company on retained contract liabilities without discounted to cash is as the followings: RMB Yuan Book value Gross value within 1 yr 1-5 yrs over 5 yrs Monetary capital 8,967,712,438 8,967,712,438 8,967,712,438 - - Account receivable 88,878,553 88,878,553 88,878,553 - - Other account receivable 4,276,608,466 4,276,608,466 4,276,608,466 - - Non-current asset due in 1 969,987 969,987 969,987 - - year Long-term receivable 1,297,613,656 1,297,613,656 - 1,297,613,656 - Short-term loans (2,433,062,956) (2,433,062,956) (2,433,062,956) - - Account payable (4,922,342,738) (4,922,342,738) (4,922,342,738) - - Interest payable (84,337,866) (84,337,866) (84,337,866) - - Dividend payable (375,533,977) (375,533,977) (375,533,977) - - Other account payable (6,347,908,156) (6,347,908,156) (6,347,908,156) - - Non-current liability due in (2,458,362,972) (2,458,362,972) (2,458,362,972) - - 1 year Long-term borrowings (10,829,222,300) (10,829,222,300) - (8,829,222,300) (2,000,000,000) Long-term payable (72,703,760) (72,703,760) - (72,703,760) - 2. Fair value Fair value of financial assets and financial liabilities are decided by the ways as provided hereafter: Fair values of financial assets and financial liabilities complying with standard conditions and with active market are decided respectively with reference to the current prices of the active market and current offers; Fair value of other financial assets and financial liabilities (derivate instruments not included) are recognized by general pricing matrix on future discounted cash flow basis, or recognized by observable current market prices; Fair values of derivate instruments are determined by the public offer in the active market. The management of the Company deems that, the book values of financial assets and financial liabilities measured by amortized costs are close to the fair values of these assets and liabilities. Levels of fair value measurement For financial assets and financial liabilities measured by fair value in successive periods, the fair value measuring is divided to the following 3 levels: Level 1: Quotation of the similar asset or liability in an active market (not adjusted); Level 2: Evaluation on input value of the asset or liability other than market quotation but can be directly (for example from prices) or indirectly (for example calculated basing on prices) observed. 141 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (XI) Financial Instruments and Risk Management - continues 2. Fair value – cont. Levels of fair value measurement – cont. Level 3: Input value of asset or liability decided on the basis of varieties other than observable market data (unobservable). RMB Yuan End of term Leval 1 Level 2 Level 3 Total Transactional financial assets: - Derivate financial assets 2,640,628 - - 2,640,628 Available-for-sale financial asset - equity instruments - - - - Total 2,640,628 - - 2,640,628 Transactional financial liabilities: - Derivate financial liabilities 7,218,100 - - 7,218,100 Total 7,218,100 - - 7,218,100 RMB Yuan Beginning of term Leval 1 Level 2 Level 3 Total Transactional financial assets: - Derivate financial assets 846,539 - - 846,539 Available-for-sale financial asset - equity instruments - - - - Total 846,539 - - 846,539 Transactional financial liabilities: - Derivate financial liabilities 20,824,615 - - 20,824,615 Total 20,824,615 - - 20,824,615 No shifting of fair value measuring on financial assets and liabilities between level 1 and 2 happened in the current year nor previous year. 142 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (XI) Financial Instruments and Risk Management - continues 3. Sensitivity analyse 3.1 Foreign currency risk Foreign currency risks are mainly the influences of exchange rate fluctuation on monetary assets and liabilities of the Company in foreign currency. Most of the Company’s foreign currency loans are USD. the Company adopted future foreign currency contract to lock up the exchange rate to avoid risks. On the other hand, for other monetary assets and liabilities in foreign currencies, the Group capitalized most of the exchange gain/loss occurred into inventory costs. 3.2 Interest risks Interest risks are mostly the influences of interest fluctuation on the borrowing expenses. Most of the borrowing expenses have been capitalized and accounted into inventory cost, therefore fluctuation of interest rate is not making major influence on the gain/loss of current term or shareholders’ equity at end of report term. (XII) Notes to the main items of the financial statements of the parent company 1. Other account receivable. (1) Other account receivable categorized by property RMB Yuan End of term Beginning of term Book balance Bad debt provision Book balance Bad debt provision Categories Amount Proportion % Amount Proportion % Amount Proportion % Amount Proportion % Other receivable with major 22,499,421,422 100 - - 19,689,135,591 100 - - individual amount No major amount individually but with great risk after - - - - - - - combined with others with similar credit risk Other minor other 4,366,808 - - - 3,215,197 - - - receivables Total 22,503,788,230 100 - - 19,692,350,788 100 - - Ages of other receivable accounts RMB Yuan End of term Beginning of term Propo Propo rtion Bad debt rtion Bad debt Age Amount % provision Book value Amount % provision Book value within 1 yr 22,503,273,730 100 - 22,503,273,730 19,690,541,912 100 - 19,690,541,912 1-2 years - - - - 1,294,376 - - 1,294,376 2-3 years 514,500 - - 514,500 514,500 - - 514,500 143 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 Over 3 yrs - - - - - - - - Total 22,503,788,230 100 - 22,503,788,230 19,692,350,788 100 - 19,692,350,788 (2) No other receivable account due from shareholders with 5% or over of shares of the Company in the balance. 144 China Merchants Property Development Co., Ltd. Notes to Financial Statements The period from January 1, 2011 to June 30, 2011 (XII) Notes to major items in financial statements of the parent company - continues 1. Other account receivable – cont. (3) Top other receivable accounts RMB Yuan Portion in total Relation with the other Name of the companies Company Amount Ages receivables (%) Shenzhen China Merchants Property Subsidiary of the 5,118,410,565 1 年以内 23 Co., Ltd. Company Shenzhen CM Power Supply Co., Subsidiary of the 2,264,000,000 within 1 yr 10 Ltd. Company Shenzhen China Merchants Shangzhi Subsidiary of the 1,770,416,807 within 1 yr 8 Investment Co., Ltd. Company Chengdu CM Beicheng Property Co., Subsidiary of the 1,655,899,218 within 1 yr 7 Ltd. Company China Merchants Properties Subsidiary of the 1,401,664,145 within 1 yr 6 (Chongqing) Co., Ltd. Company Total 12,210,390,735 54 (4) Receivables from related parties: See Note (XII)7(2) 145 China Merchants Property Development Co., Ltd. Notes to Financial Statements The year ended December 31, 2010 (XII) Notes to major items in financial statements of the parent company - continues 2. Long-term equity investment (1) Details of long-term equity investment RMB Yuan Statement on Impairment Balance at the Percentage of differences between provision Calculatin Investment beginning of Balance at the share in the Voting power in the shareholding and Impairment provided this Cash dividend Company invested in g basis cost term Changed by end of term firm % the firm % voting rights provision term of the term China Merchants Guangming Equity 98,000,000 83,522,141 95,265,992 178,788,133 49% 49% Not applicable - - - Technologies Garden Ltd. basis Shanghai China Merchants Cost basis 3,000,000 3,000,000 - 3,000,000 10% 10% Not applicable - - - Properties Co., Ltd. Shenzhen CM Property Cost basis 400,000 400,000 - 400,000 20% 20% Not applicable - - - Consultancy Ltd. Shanghai China Merchants Cost basis 3,000,000 3,000,000 - 3,000,000 10% 10% Not applicable - - - Real-estates Co., Ltd. Shenzhen CM Property Co., Ltd. Cost basis 300,000,000 2,734,841,461 (2,076,481,429) 658,360,032 100% 100% Not applicable - - - (Note 1) Shenzhen China Merchants Cost basis Shangzhi Investment Co., Ltd. 200,000,000 - 2,076,481,429 2,076,481,429 100% 100% Not applicable (Note 1) Shenzhen CM Power Supply Co., Cost basis 57,000,000 119,791,233 - 119,791,233 95% 95% Not applicable - - - Ltd. China Merchants Property Cost basis 22,500,000 36,460,597 - 36,460,597 90% 90% Not applicable - - - Management Co., Ltd. Shenzhen China Merchants Xin’an Cost basis 25,000,000 20,822,211 - 20,822,211 60% 60% Not applicable - - - Properties Co., Ltd. Eureka Investment Industrial Ltd. Cost basis 19,919,300 19,919,300 - 19,919,300 100% 100% Not applicable - - - CM Property (Beijing) Ltd. Cost basis 18,000,000 18,000,000 - 18,000,000 90% 90% Not applicable - - - China Merchants (Suzhou) Co., Cost basis 27,000,000 27,000,000 - 27,000,000 90% 90% Not applicable - - - Ltd. CM (Chongqing) Ltd. Cost basis 27,000,000 27,000,000 - 27,000,000 90% 90% Not applicable - - - CM (Nanjing) Ltd. Cost basis 14,700,000 14,700,000 - 14,700,000 49% 49% Not applicable - - - Zhangzhou China Merchants Cost basis 127,500,000 127,500,000 - 127,500,000 51% 51% Not applicable - - - Properties Co., Ltd. Tianjing Zhaosheng Property Co., Cost basis 18,000,000 18,000,000 - 18,000,000 60% 60% Not applicable - - - Ltd. Suzhou CM Nanshan Property Co., Cost basis 120,000,000 120,000,000 - 120,000,000 60% 60% Not applicable - - - Ltd. Chengdu CM Property Co., Ltd. Cost basis 10,000,000 10,000,000 - 10,000,000 100% 100% Not applicable - - - China Merchants Properties Cost basis 30,000,000 30,000,000 - 30,000,000 100% 100% Not applicable - - - (Chongqing) Co., Ltd. Chengdu China Merchants Beihu Cost basis 50,000,000 50,000,000 - 50,000,000 100% 100% Not applicable - - - Property Co., Ltd. CM Property Xiamen Co., Ltd. Cost basis 50,000,000 50,000,000 - 50,000,000 100% 100% Not applicable - - - Fujan Zhongliansheng Property Cost basis 25,000,000 25,000,000 - 25,000,000 50% 50% Note 2 - - - Development Co., Ltd. China Merchants Property (Wuhan) Cost basis 30,000,000 - 30,000,000 30,000,000 100% 100% Not applicable 146 China Merchants Property Development Co., Ltd. Notes to Financial Statements The year ended December 31, 2010 Co., Ltd. China Merchants Property Cost basis 50,000,000 - 50,000,000 50,000,000 100% 100% Not applicable (Zhenjiang) Co., Ltd. Zhenjiang Yingsheng Property Cost basis 6,045,000 - 6,045,000 6,045,000 100% 100% Not applicable Development Co., Ltd. Total 3,538,956,943 181,310,992 3,720,267,935 - - - Note 1: For details please see Note (IV)1(13). Note 2: For details please see Note (IV)1(11). 147 China Merchants Property Development Co., Ltd. Notes to Financial Statements The year ended December 31, 2010 (XII) Notes to major items in financial statements of the parent company - continues 2. Long-term equity investment – cont. (2) Investment in affiliates and joint-ventures RMB Yuan Shares held by the Voting power of the Total liability at end of Total net asset at end of Total turnover at current Net profit of the current Name of the Companies Company % Company in the entity % Total asset at end of term term term term term I. Affiliates China Merchants Guangming 49% 49% 357,191,886 186,738,537 170,453,349 1,440,000 (5,079,076) Technologies Garden Ltd. (3) The Company’s long-term equity invested subsidiaries as of June 30, 2011 were not limited in ability to transfer capital to the Company. 148 China Merchants Property Development Co., Ltd. Notes to Financial Statements The year ended December 31, 2010 (XII) Notes to major items in financial statements of the parent company - continues 3. Short-term loans RMB Yuan Items End of term Beginning of term Loan by pledge - - Pledged loan - - Guarantee loan - - Credit loan 2,216,506,000 998,021,500 Total 2,216,506,000 998,021,500 4. Non-current liabilities due in one year (1) Details of non-current liabilities due in one year RMB Yuan Items End of term Beginning of term Long-term loans due in 1 year 864,716,000 500,000,000 Bond payable due in one year - - Long-term payable due in 1 year - - Other non-current liabilities due in 1 year - - Total 864,716,000 500,000,000 (2) Long-term loans due in 1 year (a) Long-term loans due in one year RMB Yuan Items End of term Beginning of term Loan by pledge - - Pledged loan - - Guarantee loan 400,000,000 - Credit loan 464,716,000 500,000,000 Total 864,716,000 500,000,000 (b) Long-term loans due in 1 year top 5 in amount RMB Yuan End of term Amount of Interest foreign Amount of original Loan provided by Commence date Terminate date Currency rates % currency currency Financial Institution I 2009.04.24 2012.04.24 RMB 4.86 300,000,000 Financial Institution II 2009.05.26 2012.05.26 RMB 4.86 300,000,000 Financial Institution III 2009.06.10 2012.06.10 RMB 4.86 100,000,000 Financial Institution IV 2009.06.24 2012.06.24 RMB 4.86 100,000,000 Financial Institution V 2010.07.21 2012.01.21 USD Float 10,000,000 864,716,000 149 China Merchants Property Development Co., Ltd. Notes to Financial Statements The year ended December 31, 2010 (XII) Notes to major items in financial statements of the parent company - continues 5. Long-term loans (1) Categories of long-term loans RMB Yuan Items End of term Beginning of term Loan by pledge - Pledged loan - Guaranteed loan (Note) 2,540,000,000 2,940,000,000 Credit loan 3,872,228,000 3,843,316,000 Entrusted loan - - Total 6,412,228,000 6,783,316,000 Note: See Note (V)28(1) (2) Long-term loans top 5 in amount RMB Yuan End of term Interest Amount of foreign Amount of original Loan provided by Commence date Terminate date Currency rates % currency currency Financial Institution I 2010.04.20 2017.04.20 RMB 5.94 2,000,000,000 Financial Institution II 2009.07.21 2012.07.20 RMB 5.04 1,000,000,000 Financial Institution III 2009.07.27 2012.07.27 RMB 4.86 470,000,000 Financial Institution IV 2009.07.24 2012.07.23 RMB 4.86 400,000,000 Financial Institution V 2009.07.17 2014.07.17 RMB 5.472 330,000,000 Total 4,200,000,000 6. Investment income (1) Detailed investment gains RMB Yuan Items Occurred current Amount occurred in term same period last year Long-term equity investment gains on cost basis - - Long-term equity investment gains on equity basis (2,734,008) (2,403,251) Investment gains from disposal of long-term equity investment - - Investment gains in the period of holding transactional financial - - assets Investment gains in the period from receiving to expiration - - Investment gains in period of holding disposable financial assets - - Investment gains from disposal of transactional financial assets - - Investment gains from disposal of investment hold to expiration - - Investment gains from disposal of available-for-sale financial - - assets Others 22,581,942 22,409,110 Total 19,847,934 20,005,859 150 China Merchants Property Development Co., Ltd. Notes to Financial Statements The year ended December 31, 2010 (XII) Notes to major items in financial statements of the parent company - continues 7. Related Transactions (1) Guarantees of related parties RMB Yuan Amount Completed or The guarantor The beneficiary guaranteed Start date Due date not Shenzhen CM The Company Power Supply 194,148,000 2010.06.18 2013.06.18 No Co., Ltd. Shenzhen CM The Company Power Supply 138,556,956 2011.03.10 2012.03.25 No Co., Ltd. Zhuhai Yuanfeng The Company Property Co., 8,670,000 2009.11.27 2012.06.18 No Ltd. Fujan Zhongliansheng The Company Property 75,000,000 2011.06.27 2014.06.28 No Development Co., Ltd. Eureka The Company Investment 1,255,490,400 2010.01.05 2013.12.23 No Industrial Ltd. China Merchants Shekou The Company 940,000,000 2009.05.26 2012.07.27 No Industrial Zone Co., Ltd. China Merchants Group The Company 2,000,000,000 2010.04.20 2017.04.20 No Co., Ltd. 151 China Merchants Property Development Co., Ltd. Notes to Financial Statements The year ended December 31, 2010 (XII) Notes to major items in financial statements of the parent company - continues 7. Related transactions – cont. (2) Receivable and payable due with the related parties RMB Yuan Projects Related parties Amount at end of Initial amount term Dividend receivable Shenzhen China Merchants Property Co., Ltd. 1,913,775,223 1,913,775,223 Dividend receivable Suzhou CM Nanshan Property Co., Ltd. 59,407,480 182,635,545 Dividend receivable China Merchants (Suzhou) Co., Ltd. - 59,407,480 Dividend receivable Shanghai China Merchants Properties Co., Ltd. 13,298,824 13,298,824 Total 1,986,481,527 2,169,117,072 Other account receivable Shenzhen China Merchants Property Co., Ltd. 5,118,410,565 5,421,906,548 Other account receivable Shenzhen CM Power Supply Co., Ltd. 2,264,000,000 2,000,000,000 Shenzhen China Merchants Shangzhi Investment Co., Other account receivable 1,770,416,807 - Ltd. Other account receivable Chengdu CM Beicheng Property Development Co., Ltd. 1,655,899,218 793,380,770 Other account receivable China Merchants Properties (Chongqing) Co., Ltd. 1,401,664,145 1,351,114,146 Other account receivable Nanjing China Merchants Ruisheng Property Co., Ltd. 1,302,000,000 - Other account receivable CM (Nanjing) Ltd. 1,214,700,000 2,144,700,000 Other account receivable Shanghai Jingyuan Property Development Co., Ltd. 1,040,622,677 1,001,489,668 Other account receivable Shanghai CM Fengrui Property Ltd. 700,879,200 700,879,200 Other account receivable Tianjing Zhaosheng Property Co., Ltd. 600,041,316 599,248,516 Other account receivable Zhuhai China Merchants Property Co., Ltd. 597,524,874 548,346,527 Other account receivable Fujan Zhongliansheng Property Development Co., Ltd. 523,055,000 - Other account receivable CM Property Xiamen Co., Ltd. 512,500,000 - Other account receivable Zhenjiang Yingsheng Property Development Co., Ltd. 508,082,600 - Other account receivable Guangzhou China Merchants Real-estate Co., Ltd. 464,187,417 1,282,901,475 Other account receivable China Merchants Property (Wuhan) Co., Ltd. 410,975,455 - Other account receivable Zhangzhou China Merchants Properties Co., Ltd. 406,771,900 406,716,900 Other account receivable Suzhou CM Nanshan Property Co., Ltd. 389,062,299 517,777,820 Other account receivable Chengdu China Merchants Beihu Property Co., Ltd. 332,887,496 213,133,617 Other account receivable Beijing Kanglade Property Development Co., Ltd. 313,207,158 286,983,158 Other account receivable Chengdu CM Property Co., Ltd. 289,693,108 242,957,993 Other account receivable Shanghai Fengyang Property Development Co., Ltd. 220,643,596 220,643,596 Other account receivable CM (Chongqing) Ltd. 100,015,001 100,000,001 Other account receivable Eureka Investment Industrial Ltd. 80,678,350 80,681,323 Other account receivable Foshan Xinjie Property Ltd. 39,139,788 35,551,640 Other account receivable Foshan CM Huidefeng Property Co., Ltd. 30,705,280 18,081,580 Other account receivable Shenzhen China Merchants Xin’an Properties Co., Ltd. 18,695,006 25,896,380 Shenzhen China Merchants Business Development Other account receivable 16,097,293 2,000 Consultancy Co., Ltd. Other account receivable Suzhou Shuanghu Property Co., Ltd. 7,344,066 - Shenzhen Shekou Sea World Hotel Management Co., Other account receivable 1,745,605 - Ltd. Other account receivable Foshan Xincheng Property Co., Ltd. 1,085,932 - Other account receivable Shenzhen Meiyue Property Development Co., Ltd. 65,110 55,110 Other account receivable Yunnan CM Chengtou Property Co., Ltd. 5,000 - Other account receivable Shenzhen City Main Plaza Investment Co., Ltd. 2,000 - Other account receivable China Merchants (Suzhou) Co., Ltd. - 212,554,011 Other account receivable Suzhou Shuanghu Property Co., Ltd. - 104,680,724 Other account receivable China Merchants Guangming Technologies Garden Ltd. - 13,960,000 Other account receivable Zhuhai Yuanfeng Property Co., Ltd. - 104,349 Total 22,332,803,262 18,323,747,052 152 China Merchants Property Development Co., Ltd. Notes to Financial Statements The year ended December 31, 2010 (XII) Notes to major items in financial statements of the parent company - continues 7. Related transactions – cont. (2) Receivable and payable due with the related parties – cont. RMB Yuan Projects Related parties Amount at end of Initial amount term Other account payable Shenzhen CM Power Supply Co., Ltd. 2,448,056,7131,900,525,832 Other account payable Shanghai CM Minsheng Property Ltd. 521,751,870 183,032,337 Other account payable CM Property (Beijing) Ltd. 442,117,963 607,250,847 Other account payable Guangzhou China Merchants Real-estate Co., Ltd. 368,740,323 349,538,399 Other account payable Shenzhen CM Construction Co., Ltd. 287,864,464 150,783,764 Other account payable Shanghai CM Fengsheng Property Ltd. 231,525,183 267,669,457 Other account payable Shanghai China Merchants Properties Co., Ltd. 189,865,795 181,633,305 Other account payable Tianjing Zhaosheng Property Co., Ltd. 161,553,220 114,220,454 Other account payable Shenzhen China Merchants Property Management Co., Ltd. 149,706,161 155,596,500 Other account payable CM (Chongqing) Ltd. 142,882,436 93,271,426 Other account payable Shanghai Fengyang Property Development Co., Ltd. 136,717,220 83,150,426 Other account payable Tianjin China Merchants Properties Co., Ltd. 135,396,804 132,759,411 Other account payable Beijing CM Property Management Co., Ltd. 115,004,084 108,303,386 China Merchants Jiaming (Beijing) Property Development Co., Other account payable Ltd. 103,329,154 123,329,154 Other account payable Shekou Xinghua Industrial Holdings Co., Ltd. 101,091,732 98,946,477 Other account payable Shanghai CM Fengrui Property Ltd. 98,797,039 81,127,410 Other account payable CM (Nanjing) Ltd. 96,359,014 192,889,813 Other account payable China Merchants Guangming Technologies Garden Ltd. 74,095,728 1,055,028 Other account payable Zhangzhou China Merchants Properties Co., Ltd. 66,823,976 96,530,810 Other account payable China Merchants Property (Zhenjiang) Co., Ltd. 49,777,274 - Other account payable Shanghai CM Property Management Co., Ltd. 41,632,293 42,467,549 Other account payable China Merchants (Suzhou) Co., Ltd. 40,966,797 466,677,757 Other account payable Shenzhen CM Property Consultancy Ltd. 40,352,511 50,383,640 Other account payable Shanghai China Merchants Real-estates Co., Ltd. 30,497,188 30,498,688 Other account payable China Merchants Property (Wuhan) Co., Ltd. 26,610,750 - Other account payable China Merchants Property Management Co., Ltd. 18,985,585 14,515,492 Other account payable Wuhan CM Property Management Co., Ltd. 15,321,248 18,305,889 Other account payable Nanjing China Merchants Ruisheng Property Co., Ltd. 14,862,097 - Other account payable Zhangzhou CM Honglong Property Ltd. 13,865,965 13,865,965 Other account payable Shenzhen Taige Apartment Management Co., Ltd. 12,867,163 76,290,642 Other account payable Shenzhen CM Qile Property Management Ltd. 12,043,615 11,616,514 Other account payable Shenzhen CM Commercial Development Co., Ltd. 9,160,134 49,969,324 Other account payable CM Property Xiamen Co., Ltd. 8,782,642 48,500,000 Other account payable Shenzhen City Main Plaza Investment Co., Ltd. 3,943,887 30,136,096 153 China Merchants Property Development Co., Ltd. Notes to Financial Statements The year ended December 31, 2010 Other account payable Shenzhen China Merchants Xin’an Properties Co., Ltd. 3,625,747 4,225,893 Other account payable Eureka Investment Industrial Ltd. 3,416,349 3,416,349 Other account payable Chengdu CM Property Co., Ltd. 3,138,750 - Other account payable Zhenjiang Yingsheng Property Development Co., Ltd. 2,076,303 - Other account payable Nanjing CM Property Management Co., Ltd. 1,044,327 4,038,353 Other account payable Beijing Kanglade Property Development Co., Ltd. 1,031,287 1,022,582 Other account payable Shenzhen Shekou Sea World Hotel Management Co., Ltd. - 12,366,964 Other account payable Foshan Xinjie Property Ltd. - 10,245,093 Other account payable Chengdu CM Beicheng Property Development Co., Ltd. - 9,000,000 Total 6,225,680,7915,819,157,026 7. Related transactions – cont. (3) Capital coordinating by capital settlement center The Company has established an internal capital clearance center to collectively manage and coordinate the capital inside the Company. All of the subsidiaries save their money in the center, and apply for fund when needed for project development. The Company charge the fund applied at practical financial cost. 154 China Merchants Property Development Co., Ltd. Supplementary Information The year ended December 31, 2010 (XIII) Supplementary Info. 1. Details of non-recurring gain/loss RMB Yuan Items Amount Remarks Gain/loss of non-current assets (411,644) - Tax refunding or exemption without official certification or exceeded authority - Government subsidy recorded into current income account (other than those closely related to the 1,619,000 - Company’s business operation, granted at fixed amount according to the national regulations) Capital adoption fee collected from non-financial organizations and accounted into current gain/loss - - Gain/loss from differences between the cost of enterprise merger and the fair value of recognizable net asset - - of the invested entities Gain/loss from non-monetary assets - - Gain/loss from commissioned investment or assets - - Asset impairment provisions provided for force-majeur - - Gain/loss from debt reorganization - - Enterprise reorganizing expenses, such as employee placement fee and integration fee - - Gain/loss from trade departing from fair value - - Current net gain/loss of subsidiaries under same control from beginning of term till date of consolidation - - Gain/loss generated by contingent liabilities without connection with main businesses - - Gain/loss from change of fair value of transactional asset and liabilities, and investment gains from disposal of transactional financial assets and liabilities and sellable financial assets, other than valid period value - - instruments related to the Company’s common businesses Restoring of receivable account impairment provision tested individually - - Gain/loss from commissioned loans - - Gain/loss from change of fair value of investment property measured at fair value in follow-up measurement - - Influence of one-time adjustment made on current gain/loss account according to the laws and regulations - - regarding tax and accounting Consigning fee received for cosigned operation - - Other non-business income and expenditures other than the above (494,786) - Other gain/loss items satisfying the definition of non-recurring gain/loss account - - Influenced amount of income tax (214,539) - Influence on minority shareholders’ equity (after tax) (525,691) - Total 27,660 - 154 China Merchants Property Development Co., Ltd. Supplementary Information The year ended December 31, 2010 (XIII) Supplementary info. – cont. 2. Net income on asset ratio and earning per share This calculation formula of net income on asset ratio and earning per share was prepared by CMPD are according to “Information Disclosure Rules of PLC No.09 – calculating and disclosing of net income on asset and earnings per share” (Revised 2010) issued by China Securities Regulatory Commission. Earnings per share Diluted Weighted average net Basic earnings earnings per Profit of the report period income on asset % per share share Net profit attributable to common shareholders of the 7.77% 0.86 0.86 Company Net profit attributable to the common owners of the PLC 7.77% 0.86 0.86 after deducting of non-recurring gains/losses 3. Analysis on irregular situation of items in the financial statements RMB Yuan Comparing Scale of Items Current term amount change Causation of differences Decreased by handover of NDF Transactional 1 2,640,628 846,539 212% contracts in the period and financial assets fluctuation of NDF market prices 2 Prepayment 116,205,959 5,598,968 1975% Increase of project prepayment Prepaid tax increased due to increase 3 Other current asset 1,554,093,471 980,538,674 58% of property sales 4 Short-term loans 2,433,062,956 1,172,132,283 108% Expanding of business scale Decreased by handover of NDF Trade off financial 5 7,218,100 20,824,615 (65%) contracts in the period and liabilities fluctuation of NDF market prices 6 Notes payable - 275,616,189 (100%) Decrease of mature notes Employees’ wage 7 107,910,392 207,232,511 (48%) Decreased by delivering of wages payable Tax payable increased due to 8 Tax payable 892,048,600 614,789,018 45% increase of property sales 9 Dividend payable 375,533,977 124,209,948 202% Increase of dividend distribution Non-current liability Increased due to approaching of 10 2,458,362,972 1,856,422,159 32% due in 1 year long-term loan due date Business tax and Tax increased due to increase of 11 1,280,704,062 862,925,247 48% surcharge property sales 12 Sales expense 159,949,829 112,145,064 43% Expanding of business scale Administrative 13 143,092,729 101,179,394 41% Expanding of business scale expense 14 Financial expenses (72,284,595) 3,053,234 (2467%) Increase of exchange gains Gain/loss from Decreased due to fluctuation of 15 15,884,266 29,917,874 (47%) change of fair value NDF market Increase of investment returns from 16 Investment income 51,262,110 25,453,954 101% affiliates 17 Income tax expenses 586,733,180 434,742,205 35% Increase of total profit 154