China Merchants Property Development Co., Ltd. The 1st Quarterly Report 2012 (Full Text) Stock Code: 000024, 200024 Stock ID: CMPD, CMPD B Announcement No. 【CMPD】2012-014 China Merchants Property Development Co., Ltd. The 1st Quarterly Report 2012 (Full Text) §1 Important Declaration 1.1 The Board of Directors and the directors of the Company guarantee that there are no significant omissions, fictitious or misleading statements carried in the Report and we will accept individual and joint responsibilities for the truthfulness, accuracy and completeness of the Report. 1.2 The financial statements carried in this report are not audited. 1.3 Mr. Lin Shaobin - the legal representative, Mr. Huang Peikun – the chief financial officer, and Ms. Xu Yixia – the manager of accounting department declare: the financial reports carried in this report is secured for its truthfulness and completeness. 1.4 This report is prepared both in English and Chinese. When there is any conflict in understanding, the Chinese version shall prevail. §2 Company Profile 2.1 Financial highlights In RMB Yuan Ended this report Ended previous Changed by (%) term year Total asset (RMB) 84,043,438,505 79,666,494,368 5.49% Owners’ equity attributable to the shareholders of the listed company 20,847,640,112 20,418,214,797 2.10% (yuan) Total capital share (shares) 1,717,300,503 1,717,300,503 0.00% Net asset per share attributable to the shareholders of the listed 12.14 11.89 2.10% company (Yuan/share) Same period last This report term Changed by (%) year Turnover (yuan) 3,606,361,060 2,832,919,477 27.30% Net profit attributable to shareholders of the listed company (yuan) 429,425,315 561,570,608 -23.53% Net Cash flow generated by business operation (RMB) -232,454,924 -928,182,873 74.96% Net Cash flow per share generated by business operation (yuan/share) -0.14 -0.54 74.96% Basic earnings per share (Yuan/share) 0.25 0.33 -24.21% Diluted earnings per share (Yuan/share) 0.25 0.33 -24.21% Weighted average net Decreased by 2.08% 3.04% income/asset ratio (%) 0.96% Weighted average net Decreased by 2.09% 3.03% income/asset ratio less non-recurring gain/loss(%) 0.94% 1 China Merchants Property Development Co., Ltd. The 1st Quarterly Report 2012 (Full Text) Non-recurring gain and loss items √ applicable □ not applicable In RMB Yuan Amount from beginning of year to the end of report Non-recurring gain and loss items period Gain/loss of non-current assets -218,023 Other non-business income and expenditures other than the above -907,503 Influenced amount of minority shareholders’ equity -105,478 Influenced amount of income tax 218,681 Total -1,012,323 2.2 Total of shareholders and the top 10 holders of unconditional shares in shares Total shareholders at the end of the report period (accounts) 56,630 accounts(A Share: 45,448, B share:11,182) Top ten holders of the shares without subscription limitation Amount of unconditional shares held at the end of Full name of shareholder Categories report term National Social Insurance Foundation 102 Portfolio 15,700,000 A shares Bank of Communications Schroders Fund Growth Stock 15,338,678 A shares Fuguo Tianrui Fine Blend Open Fund 14,000,446 A shares Guangdong Development Bank Growth Stock Fund 13,003,035 A shares CM Zhangzhou Development Zone Ltd. 12,900,000 A shares China People’s Life Insurance – dividend – dividend for individual 12,279,884 A shares insurance Yinhua – Dow Joans 88 Fine Selected Securities Investment Fund 12,099,687 A shares Yifangda Shenzhen Index 100 Open Stock Fund 11,655,628 A shares Kerui Securities Investment Fund 11,059,432 A shares Bank of Communications Schroders Fund Blue Chip Investment 10,908,038 A股 §3 Significant Events 3.1 Details and causations of major change in major accounting subjects and financial indices √ applicable □ not applicable Items 2012.03.31 2011.12.31 Changed by % Major causes Transactional financial - 417,906 -100% Decreased by fluctuation of fair value of NDF contracts assets Notes 37,985,900 500,000 7497% Increase of notes from trading of the period receivable Non-current asset due in 1 1,913,729 1,395,887 37% Increase of amortizable expenses year Trade off financial 7,147,155 2,002,312 257% Increased by fluctuation of fair value of NDF contracts liabilities Notes payable 19,833,795 3,714,276 434% Increase of settlement by notes Employees ’ 122,830,467 260,490,068 -53% Decreased by disbursing of wage drawn in advance in previous year wage payable 2 China Merchants Property Development Co., Ltd. The 1st Quarterly Report 2012 (Full Text) Items Jan-Mar 2012 Jan-Mar 2011 Changed by % Major causes Business tax 624,221,441 369,580,105 69% Increase of land VAT rate in the period and surcharge Sales expense 109,563,524 71,424,568 53% Business expanding and increase of ads Financial 52,592,465 20,229,279 160% Expanding of loans expenses Income from change -5,562,749 -786,656 -607% Decrease of NDF fair value of fair value Investment 5,028,136 20,043,550 -75% Decrease of investment gains from affiliates and joint ventures income Minor shareholders’ 140,152,696 873,938 15937% Net profit from joint projects increaased equity 3.2 Progress of significant events, their influence, countermeasures, and analysis 3.2.1 None-standard opinions □applicable √ not applicable 3.2.2 Illegal providing of capital or guarantees to the holding shareholder or its related parties or external parties □applicable √ not applicable 3.2.3 Signing and execution of major business contracts □applicable √ not applicable 3.2.4 Misc. □applicable √ not applicable 3.3 Fulfilling of commitment issues made by the Company, shareholder, or substantial controller Commitment made by the PLC, its directors, supervisors, executives, and shareholders with 5% or over shares of the Company, and its substantial dominator in the report term or carried over to the report term: √ applicable □ not applicable Commitments The undertaker Content of Commitments Status of fulfilling China Merchants Will input properties including high quality lands to Commitment in share In the report term, CMSIZ was Shekou support the Company’s development after the share equity relocation fully acting as committed. Industrial Zone equity relocation. Co., Ltd. CMSIZ, the controlling shareholder of the Company, promised not to conduct or participate with 3rd parties in any business or activities possibly competing with the Other commitments Company in terms of business, new commodities and In the report term, CMSIZ was (including supplementary Same as above new technology in any forms (including but not limited fully acting as committed. commitments) to direct operation, indirect operation, joint investment). Never use the information obtained from the Company to conduct or participate in and competitive activities against the Company. 3 China Merchants Property Development Co., Ltd. The 1st Quarterly Report 2012 (Full Text) 3.4 Estimated accumulative profit from the year beginning to the end of the next report period may be of deficits; or in comparison with the same period of the previous year, give the warning of great change and the notice to the reasons. □applicable √ not applicable 3.5 Major events needs to be explained 3.5.1 Investment in securities □applicable √ not applicable 3.5.2 Reception of investigations, communications, or interviews Main content Type of Time/date Place Way Visitors involved and visitors material provided Jan 11, 2012 Shanghai Field research Institution UBS Telephone Institution Jan 31, 2012 Shenzhen Orient Securities communication Telephone Institution Jan 31, 2012 Shenzhen Ruixin Fangzheng communication Telephone Institution Feb 2, 2012 Shenzhen Gaolin Capital communication Feb 03, 2012 Shenzhen Field research Institution Guangfa Fund Telephone Institution Feb 06, 2012 Shenzhen Ethan Capital Management Limited communication Institution Anxin Securities, Rongtong Fund, Huatai United Feb 08, 2012 Shenzhen Field research Securities Institution Guotai Junan, Huaxia Fund, Zhongyin Fund, Jiashi Feb 09, 2012 Shenzhen Field research Fund Institution Yinhua Fund, Huitianfu Fund, Jiashi Fund, Zhongjin Feb 09, 2012 Shenzhen Field research 1. Business Capital summary; 2. Telephone Institution Industrial summary; Feb 09, 2012 Shenzhen Zhongjin communication 3. Disclosed Telephone Institution information and Feb 09, 2012 Shenzhen Hanlun Fund communication brochures 4. Visiting of properties for Feb 10, 2012 Shenzhen Field research Institution CITIC Securities sale<0} Telephone Institution Feb 13, 2012 Shenzhen Huili Foundation communication Feb 16, 2012 Shenzhen Field research Institution Investigation organized by Shenyin Wanguo Feb 17, 2012 Shenzhen Field research Institution Dongxing Securities Feb 17, 2012 Chongqing Field research Institution Guotai Junan and its clients Mar 01, 2012 Chongqing Field research Institution Orient Securities Mar 06 2012 Beijing Field research Institution Guotai Junan, Huaxia Fund Mar 19, 2012 Shenzhen Field research Institution Guotai Junan, Huaxia Fund Telephone Institution Mar 20, 2012 Shenzhen JEFFERIES communication Mar 21 2012 Shenzhen Field research Institution Shanghai Jinli Invetment Mar 21 2012 Tianjin Field research Institution Jiashi Foundation Guangzhou, Institution Mar 22, 2012 Field research Shanghai Jinli Invetment Foshan 4 China Merchants Property Development Co., Ltd. The 1st Quarterly Report 2012 (Full Text) Nanjing, Institution Mar 22, 2012 Field research Jiashi Foundation Zhenjiang Mar 26, 2012 Shenzhen Field research Institution open door/BNP(Paris Securities) Mar 28, 2012 Chengdu Field research Institution Guosen Securities Mar 29, 2012 Shenzhen Field research Institution Construction Bank International, UG found Mar 30, 2012 Chengdu Field research Institution Zhongjin and clients 3.6 Investment in derivate financial instruments √ applicable □ not applicable In the report term, the major market risks of derivate investment products were the Statement on analyzing and controlling of impacts of fluctuation of NDF contracts on the fair values. However the Company’s risks with derivate investment in the report purpose to involve in NDF trade was to lockup the exchange rate and avoid the risks term (including but not limited to market brought by borrowing of foreign currencies, thus it was on the basis of real borrowings risks, liquidity risks, credit risks, operation in foreign currency, its trading amount and timing are matching with the borrowings of risks, and legal risks. foreign currency and covers the risks. The exchange rate of the future contract has been fixed as soon as been traded, therefore the risks are under control. At end of March 2012, the 1-year RMB/USD NDF has quoted equal to 0.60% of Change of derivate instrument market price devalue, while at end of December 2011, it was 1.43% of devalue, the market is still or fair value, information disclosing on the expecting minor devalue on the NDF. Fluctuation of fair value of NDF in September fair value, relative estimation and setting of 2011 caused RMB5.56 million of loss, no NDF contract handover has happened in the indexes report period. Market price basis is adopted by the Company in analyzing of derivate instrument fair value, and the fair values are adjusted at end of each month. Statement on major alternation in accounting polices and accounting basis on None derivate instruments comparing with last year Particular comments of the independent directors on investment of derivate Not applicable instruments and risk controlling 3.6.1 Derivate financial instrument stock at end of report term √ applicable □ not applicable In RMB Yuan Amount of the contract Amount of the contract Amount of the contract Gain/loss in the Category of contracts at end of term on the net at beginning of term at end of term report term asset (%) NDFContracts 630,090,000 630,090,000 -5,562,749 3.02% Total 630,090,000 630,090,000 -5,562,749 3.02% 5 China Merchants Property Development Co., Ltd. The 1st Quarterly Report 2012 (Full Text) §4 Attachments 4.1 Balance Sheet Prepared by China Merchants Property Development Co., Ltd. Ended March 31, 2012 RMB Yuan Ending balance Balance at the beginning of year Items Consolidated Parent company Consolidated Parent company Current asset: Monetary capital 16,941,482,933.00 5,163,598,854.00 14,483,798,016.00 5,036,890,168.00 Settlement provision Outgoing call loan Transactional financial assets 417,906.00 Notes receivable 37,985,900.00 500,000.00 Account receivable 107,416,311.00 91,555,827.00 Prepayment 5,640,043.00 7,602,167.00 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable Dividend receivable 2,820,507,241.00 2,820,507,241.00 Other account receivable 7,761,317,900.00 27,464,105,105.00 6,165,013,340.00 25,073,202,106.00 Repurchasing of financial assets Inventories 51,660,313,047.00 51,440,184,642.00 Non-current asset due in 1 year 1,913,729.00 41,361,444.00 1,395,887.00 Other current asset 1,850,482,193.00 1,752,296,690.00 Total of current asset 78,366,552,056.00 35,489,572,644.00 73,942,764,475.00 32,930,599,515.00 Non-current assets Disburse of consigned loans Available-for-sale financial asset Expired investment in possess Long-term receivable 162,827,000.00 157,577,000.00 Long-term share equity investment 829,550,066.00 4,030,766,218.00 814,539,459.00 3,899,618,991.00 Investment real estates 3,229,998,426.00 3,267,157,629.00 Fixed assets 428,415,788.00 376,814.00 436,229,939.00 383,021.00 Construction in process 62,671,015.00 61,579,832.00 Engineering goods Fixed asset disposal Production physical assets Gas & petrol Intangible assets R&D expense Goodwill Long-term amortizable expenses 288,266,554.00 252,345,459.00 Differed income tax asset 675,157,600.00 734,300,575.00 Other non-current asset Total of non-current assets 5,676,886,449.00 4,031,143,032.00 5,723,729,893.00 3,900,002,012.00 Total of assets 84,043,438,505.00 39,520,715,676.00 79,666,494,368.00 36,830,601,527.00 6 China Merchants Property Development Co., Ltd. The 1st Quarterly Report 2012 (Full Text) Current liabilities Short-term loans 3,283,300,000.00 2,746,300,000.00 2,873,202,269.00 1,846,300,000.00 Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities 7,147,155.00 2,002,312.00 Notes payable 19,833,795.00 3,714,276.00 Account payable 3,476,652,022.00 4,559,318,989.00 Prepayment received 18,919,638,974.00 16,882,302,009.00 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 122,830,467.00 3,224,206.00 260,490,068.00 8,042,607.00 Tax payable 1,413,780,096.00 7,216,070.00 1,272,500,931.00 7,398,033.00 Interest payable 154,324,358.00 134,797,214.00 119,179,993.00 87,596,150.00 Dividend payable 49,582,916.00 49,582,916.00 Other account payable 6,522,451,580.00 7,711,821,299.00 6,871,412,819.00 8,073,869,394.00 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year 4,060,356,000.00 3,506,036,000 3,608,045,000.00 3,182,545,000.00 Other current liability 3,230,317,947.00 3,179,599,549.00 Total of current liability 41,260,215,310.00 14,109,394,789 39,681,351,131.00 13,205,751,184.00 Non-current liabilities Long-term borrowings 17,747,273,375.00 9,102,501,275.00 15,621,434,375.00 7,261,992,275.00 Bond payable Long-term payable 87,877,133.00 83,565,123.00 Special payable Anticipated liabilities Differed income tax liability Other non-recurring liabilities 3,150,040.00 3,150,040.00 Total of non-current liabilities 17,838,300,548.00 9,102,501,275.00 15,708,149,538.00 7,261,992,275.00 Total of liability 59,098,515,858.00 23,211,896,064.00 55,389,500,669.00 20,467,743,459.00 Owners’ equity (or shareholders’ equity) Capital paid in (or share capital) 1,717,300,503.00 1,717,300,503.00 1,717,300,503.00 1,717,300,503.00 Capital reserves 8,387,070,659.00 8,927,054,193.00 8,387,070,659.00 8,927,054,193.00 Less: Shares in stock Special reserves Surplus reserves 968,028,769.00 917,077,376.00 968,028,769.00 917,077,376.00 Common risk provision Retained profit 9,687,471,326.00 4,747,387,540.00 9,258,046,011.00 4,801,425,996.00 Different of foreign currency translation 87,768,855.00 87,768,855.00 Total of owner’s equity belong to the parent company 20,847,640,112.00 16,308,819,612.00 20,418,214,797.00 16,362,858,068.00 Minor shareholders’ equity 4,097,282,535.00 3,858,778,902.00 Total of owners’ equity 24,944,922,647.00 16,308,819,612.00 24,276,993,699.00 16,362,858,068.00 Total of liabilities and owners’ equity 84,043,438,505.00 39,520,715,676.00 79,666,494,368.00 36,830,601,527.00 7 China Merchants Property Development Co., Ltd. The 1st Quarterly Report 2012 (Full Text) 4.2 Income Statement Prepared by China Merchants Property Development Co., Ltd. January – March 2012 in RMB Amount of the Current Term Amount of the Previous Term Items Parent Parent Consolidated Consolidated company company I. Total revenue 3,606,361,060.00 2,832,919,477.00 Incl. Business income 3,606,361,060.00 2,832,919,477.00 Interest income Insurance fee earned Fee and commission received II. Total business cost 2,765,115,171.00 53,856,053.00 2,083,793,416.00 22,763,640.00 Incl. Business cost 1,898,368,645.00 1,554,169,324.00 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Net insurance policy reserves provided Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 624,221,441.00 369,580,105.00 Sales expense 109,563,524.00 71,424,568.00 Administrative expense 80,362,181.00 5,991,007.00 68,386,835.00 6,302,974.00 Financial expenses 52,592,465.00 47,865,046.00 20,229,279.00 16,460,666.00 Asset impairment loss 6,915.00 3,305.00 Plus: Gains from change of fair value (“-“ for loss) -5,562,749.00 -786,656.00 Investment gain (“-“ for loss) 5,028,136.00 -182,403.00 20,043,550.00 10,881,953.00 Incl. Investment gains from affiliates 1,755,369.00 -852,773.00 15,425,039.00 -339,021.00 Gains from currency exchange (“-“ for loss) III. Operational profit (“-“ for loss) 840,711,276.00 -54,038,456.00 768,382,955.00 -11,881,687.00 Plus: Non business income 870,668.00 2,454,722.00 Less: Non-business expenses 1,745,394.00 847,610.00 Incl. Loss from disposal of non-current assets 298,023.00 38,026.00 IV. Gross profit (“-“ for loss) 839,836,550.00 -54,038,456.00 769,990,067.00 -11,881,687.00 Less: Income tax expenses 270,258,539.00 207,545,521.00 V. Net profit (“-“ for net loss) 569,578,011.00 -54,038,456.00 562,444,546.00 -11,881,687.00 Net profit attributable to the owners of parent company 429,425,315.00 -54,038,456.00 561,570,608.00 -11,881,687.00 Minor shareholders’ equity 140,152,696.00 873,938.00 VI. Earnings per share: (I) Basic earnings per share 0.25 0.33 (II) Diluted earnings per share 0.25 0.33 VII. Other misc. incomes 2,417,699.00 VIII. Total of misc. incomes 569,578,011.00 -54,038,456.00 564,862,245.00 -11,881,687.00 Total of misc. incomes attributable to the owners of the 429,425,315.00 -54,038,456.00 563,988,307.00 -11,881,687.00 parent company Total misc gains attributable to the minor shareholders 140,152,696.00 873,938.00 Merger of entities under common control, the net profit realized by the merged party was RMB0.00. 8 China Merchants Property Development Co., Ltd. The 1st Quarterly Report 2012 (Full Text) 4.3 Cash Flow Statement Prepared by China Merchants Property Development Co., Ltd. January – March 2012 in RMB Amount of the Current Term Amount of the Previous Term Items Consolidated Parent company Consolidated Parent company I. Net cash flow from business operation Cash received from sales of products and providing 5,615,868,070.00 4,423,016,856.00 of services Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank Net increase of inter-bank loans from other financial bodies Cash received against original insurance contract Net cash received from reinsurance business Net increase of client deposit and investment Net increase of trade financial asset disposal Cash received as interest, processing fee, and commission Net increase of inter-bank fund received Net increase of repurchasing business Tax returned 6,750.00 Other cash received from business operation 827,649,199.00 370,740,794.00 459,539,494.00 91,901,745.00 Sub-total of cash inflow from business activities 6,443,524,019.00 370,740,794.00 4,882,556,350.00 91,901,745.00 Cash paid for purchasing of merchandise and 3,996,265,062.00 3,516,857,557.00 services Net increase of client trade and advance Net increase of savings in central bank and brother company Cash paid for original contract claim Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid for staffs 335,381,117.00 5,157,052.00 294,299,282.00 5,761,928.00 Taxes paid 867,339,244.00 1,084,183.00 893,677,175.00 331,132.00 Other cash paid for business activities 1,476,993,520.00 2,048,133,534.00 1,105,905,209.00 902,037,943.00 Sub-total of cash outflow from business activities 6,675,978,943.00 2,054,374,769.00 5,810,739,223.00 908,131,003.00 Cash flow generated by business operation, net -232,454,924.00 -1,683,633,975.00 -928,182,873.00 -816,229,258.00 II. Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains Net cash retrieved from disposal of fixed assets, 30,780.00 3,630.00 intangible assets, and other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received Sub-total of cash inflow due to investment 30,780.00 3,630.00 activities Cash paid for construction of fixed assets, intangible 3,751,329.00 19,200,263.00 assets and other long-term assets 9 China Merchants Property Development Co., Ltd. The 1st Quarterly Report 2012 (Full Text) Cash paid as investment 85,685,238.00 184,430,000.00 98,000,000.00 178,000,000.00 Net increase of loan against pledge Net cash received from subsidiaries and other 5,244,360.00 operational units Other cash paid for investment activities 6,819,097.00 Sub-total of cash outflow due to investment 94,680,927.00 184,430,000.00 124,019,360.00 178,000,000.00 activities Net cash flow generated by investment -94,650,147.00 -184,430,000.00 -124,015,730.00 -178,000,000.00 III. Cash flow generated by financing Cash received as investment 98,000,000.00 51,250,000.00 Incl. Cash received as investment from minor 98,000,000.00 51,250,000.00 shareholders Cash received as loans 3,615,439,000.00 2,697,009,000.00 2,146,077,138.00 862,794,500.00 Cash received from bond placing Other financing-related cash received Subtotal of cash inflow from financing activities 3,713,439,000.00 2,697,009,000.00 2,197,327,138.00 862,794,500.00 Cash to repay debts 627,191,269.00 483,009,000.00 905,905,283.00 731,794,500.00 Cash paid as dividend, profit, or interests 320,495,556.00 219,227,556.00 250,343,741.00 59,396,640.00 Incl. Dividend and profit paid by subsidiaries to 154,627,031.00 minor shareholders Other cash paid for financing activities Subtotal of cash outflow due to financing 947,686,825.00 702,236,556.00 1,156,249,024.00 791,191,140.00 activities Net cash flow generated by financing 2,765,752,175.00 1,994,772,444.00 1,041,078,114.00 71,603,360.00 IV. Influence of exchange rate alternation on cash and 102,343.00 217.00 2,658,433.00 7,588.00 cash equivalents V. Net increase of cash and cash equivalents 2,438,749,447.00 126,708,686.00 -8,462,056.00 -922,618,310.00 Plus: Balance of cash and cash equivalents at the 13,659,974,240.00 5,036,890,168.00 8,914,595,308.00 3,691,866,660.00 beginning of term VI. Balance of cash and cash equivalents at the end of 16,098,723,687.00 5,163,598,854.00 8,906,133,252.00 2,769,248,350.00 term 4.4 Auditors’ Report (Not audited) 10