Semi-Annual Report 2013 Announcement No.:【CMPD】2013-041 Chapter 1. Important Notice, Content & Definitions Important Notice Board of Directors, Supervisory Committee of China Merchants Property Development Co., Ltd. (hereinafter referred as to the Company) and its directors, supervisors and senior executives hereby gurantee the authenticity, accuracy and integrality of the content of this report, 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. All directors in the Company attend the board meeting for reviewing this report. The Semi-annual Financial Report of the Company is not audited. Lin Shaobin-Legal Representative, Wu Zhenqin-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. The company plans not to distribute cash bonus, not to send bonus shares and not to turn accumulation fund to increase subscribed. This report has been prepared in Chinese and English version respectively. In the occurance of differences due to interpretations of both versions, the Chinese report shall prevail. Content Chapter 2. Company Profile ................................................................................................................. 3 Chapter 3. Financial Summary ............................................................................................................. 5 Chapter 4. Report of the Board of Directors ......................................................................................... 7 Chapter 5. Significant Events ............................................................................................................. 21 Chapter 6. Changes in Share Capital and Particulars about Shareholders .......................................... 26 Chapter 7. Particulars about Directors, Supervisors and Senior Executives ....................................... 29 Chapter 8. Financial Report ................................................................................................................ 30 Chapter 9. Documents Available for Reference ................................................................................. 172 1 Paraphrases Unless specified in the report, the following abbreviations possess the meanings as follows: Paraphrase item Refers to Paraphrase content CSRC Refers to China Securities Regulatory Commission Shenzhen Securities Regulatory China Securities Regulatory Commission Shenzhen Regulatory Bureau Bureau Refers to SZSE Refers to Shenzhen Stock Exchange The Company Refers to China Merchants Property Development Co., Ltd. China Merchants Group Refers to China Merchants Group Ltd. Top Chief Refers to Top Chief Co., Ltd. Shekou Industrial Zone Refers to China Merchants Shekou Industrial Zone Co., Ltd. Shenzhen CMRE Refers to Shenzhen China Merchants Real Estate Co., Ltd. China Merchants Properties and Shenzhen China Merchants Properties and Investment Co., Ltd. Investment Refers to CMPS Refers to Shenzhen China Merchants Power Supply Co., Ltd. China Merchants Property China Merchants Property Management Co., Ltd. Management Refers to Tonic Industries Refers to Tonic Industries Holdings Ltd. Hong Kong Ruijia Refers to Ruijia Investment Industrial Co., Ltd. Full Space Investment Refers to Full Space Investment Ltd. 2 Chapter 2. Company 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 Tel: (0755) 26819600 Fax: (0755) 26818666 Email: cmpdir@cmhk.com 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 Postal Code: 518067 Company Website: http://www.cmpd.cn E-mail: investor@cmpd.cn V. Newspapers selected for disclosing the information of the Company: China Securities Journal, Securities Times, Shanghai Securities News, Securities Daily and Hong Kong Commercial Daily Official Website for releasingAnnual Report authorized by CSRC: http://www.cninfo.com.cn Annual Report is prepared and placed: Secretariat of the Board of Directors VI. Stock Exchange where the company‘s shares are listed in: Shenzhen Stock Exchange Secondary Stock Exchange listed in: Singapore Stock Exchange Short Form of the Stock: CMPD, CMPD-B Stock Code: 000024, 200024 VII. Registry Changes of the Company within the Report Period 1. Initial registration date: September 19th, 1990 2. Initial registration place: Shenzhen 3. Business License No. of the Enterprise Legal Person: 440301503287841 4. Tax Registration No.: Shen di shui zi 440300618845136 5. Organization Certificate Code: 61884513-6 6. Main business operation changes and all previous controlling shareholders changes of the Company since the listing 3 The company‘s predecessor is Merchants Shekou Port Service Co., Ltd.‘ and has operated port business as its core business. On June 7th, 1993, the Company started trading both A and B shares on Shenzhen Stock Exchange Market. During1998 and 1999, the Company had transferred the port related property to Shenzhen Industrial Zone in exchange of the stock of Shenzhen CMRE and CMPS. As a result, the Company was holding accumulative 70% of both companies‘ stock rights. On July 21st, 2000, the Company renamed as "China Merchants Shekou holding Co., Ltd.‖. On July 13th, 2001, the remaining assets of Shekou Port held by the Company were exchanged with 25% of stock rights of Shenzhen CMRE, CMPS and other companies held by Shekou Industrial Zone. On June 24th, 2004, the Company renamed as ‖China Merchants Property Development Co., Ltd.‖ and became a public-traded company operating real estate development and management as core business. There is no change to controlling shareholders since the Company went public. VIII. The independent Certified Public Accountants (CPA) hired by the Company: Shinewing Certified Public Accountants Ltd.; Office Address: 8F, Block A, Fuhua Mansion, 8 North Street of Chaoyangmen, Dongcheng District, Beijing Signature certified public accountants: Guo Jinlong, Wang Yaming 4 Chapter 3. Financial Summary I Main accounting data and financial index The Company does not make retroactive adjustment or restatement for the previous year accounting data due to accounting policy alternatives, corrections of accounting error, etc. (Unit: RMB) The same period of Main accounting data This report period Increase/decrease last year Operating income 60.05% 16,133,568,321.26 10,080,507,691.00 Net profit attributable to shareholders of the 2,550,631,034.51 1,220,525,897.00 108.98% listed company 16,133,568,321.26 Net profit attributable to shareholders of the listed company after deducting non-recurring 2,217,672,984.41 1,222,467,475.00 81.40% gains and losses Net cash flow from operating activities -1,275,505,230.57 2,420,308,063.00 -152.70% Basic earnings per share (RMB/share) 1.49 0.71 109.86% Diluted earnings per share (RMB/share) 1.49 0.71 109.86% UP by 4.56 Weighted return on equity (%) 10.38% 5.82% percentage points End of the report period End of last year Increase/decrease Total assets 117,495,958,302.94 109,197,242,683.06 7.62% Net asset value attributable to shareholders of 25,664,393,512.84 23,393,515,534.13 9.71% the listed company II. Influence of IAS Adjustment on Net Profit and Net Asset (unaudited) (Unit: RMB) Net profit attributable to the shareholders of the Net assets attributable to the shareholders of the listed company listed company The same period of End of the report This report period End of last year last year period By IAS 2,550,631,034.51 1,220,525,897.00 27,004,222,741.84 24,733,344,763.13 By Chinese Accounting 2,550,631,034.51 1,220,525,897.00 25,664,393,512.84 23,393,515,534.13 Standard Difference between - - 1,339,829,229.00 1,339,829,229.00 home& abroad Of which: Adjustment - - 1,339,829,229.00 1,339,829,229.00 of goodwill 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 Notes International Accounting Standard was 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. III. Non-recurring gain and loss items and amount (Unit: RMB) Non-recurring gain and loss items Amount Gains/losses from the disposal of non-current assets -440,707.52 Government subsidies 2,198,400.00 5 Other non-operating income/expenditure net amount -5,370,543.81 Influences on minority shareholders‘ gains/losses -2,336,444.77 Impact on income tax -971,153.80 Disposal of subsidiary investment returns 339,878,500.00 Total 332,958,050.10 6 Chapter 4 Report of the Board of Directors I. Overview 1. Analysis on the market situation In the first half of the year, even under of the slow down of the economic growth and sluggish industry, the property industry still welcomed the warm spring. Because of loosen of real estate policies, sales price of real estate increase dramatically which allows compressed demand to be released. Under these circumstances, the national sales area and sales volume both increased. The market continued to warm up, and compared to the same period of the previous year, the sales t of property enterprises in the first half-year rose greatly. Benefited from the acceleration of sales, the capital reserves of the property enterprises turned good. Most of them had an optimistic attitude towards the trend of the market, and thus start more intensified investment respectively. From January to June, the property development investment in China was RMB 3680 billion, increasing 20.3% compared to the same period of the previous year. The new construction area was 0.959 billion square meters, increasing 3.8% over the same period of the previous year, maintaining the trend of small positive increase. Transactions in the land market were active, the average price increased 20% over the same period of the previous year, and competition of the high-quality land of first-line and second-line cities was fierce. At the same time, the determination of the government on property regulation and control was never changed. The releasing of the ―national five articles‖ reemphasized that restraining the investment speculative demand is a long-term policy. The policy of ―purchase limit‖, ―loan limit‖ and ―price limit‖ was still strict. However, the focus of regulation of the central government has already changed silently. Regulation and control of the real estate market showed de-administration sign. It is changed to control the pricing through perfecting the long-term mechanism of regulation and control; promoting guarantee housing policy and enlargement of the trial scope of property tax etc.. It is promoting the long-term healthy development of the property market. 2. Operation and management condition of the Company In 2013, based on the new starting point, the Company repositioned its own strategic positioning and operation system., Created a plan and realize the plan of overall working tasks from the objective and dialectic angle. Carefully studied the marco-environment. Emphasized on ―wolf‘s nature‖ as company culture. The operation and management mode was increasingly mature. In the recent years, the Company vigorously developed organization structure enhancement and process reconstruction, and made phase achievement. In the first half-year, the headquarter comprehensively strengthened project management, monitoring and supervision; promoted management standardization and ERP standard application. These summed up a series of internal management system templates, and assisted the city companies to establish and optimize the internal management platform. The headquarter also advocated supporting well the first line and servicing well the first line practically, bindingpart of the annual assessment indexes with the related functional departments, and enhancing the team efficiency. At the same time, it developed nationwide preaching of company culture and strategy breakdown, and strengthened communication and coordination between the functional departments and the city companies. In order to match with the scale development of the Company, the application and promotion of product standardization was developed in an accelerated way. During the report period, the product management center continued to deepen the research and development of all kinds of standardization product lines, and added new technologies and contents on the established achievement frame. On the other hand, the research and development of standardization center was landed, and the construction of specific projects of individual cities took the lead to start. Broad application of 7 product standardization will help shortening the project overall development period, lowering the cost and further enhancing the turnover rate. During the report period, the Company fully utilized the window period of abundant market capital, and made the prospective financing arrangement in advance. It insisted on simultaneous promotion of capital operation and capital accumulation, strengthened cooperation between the banks and the company, enhanced the bank line of credit, strictly controlled the comprehensive cost of liabilities, well realized the capital dynamic management and optimization of liability structure, and provided solid capital guarantee for the operation and development of the Company. Continuing with the active and progressive development strategy of the previous year, at the beginning of the period, the Company adopted the guideline of ―three fast‖—‖fast construction, fast sales and fast market entry‖, firmly grasped the market warming up period, and flexibly adjusted the sales promotion rhythm. During the report period, the Company had 71 buildings in 19 cities in China on sale, realizing sales area of 1.3605 million square meters, and the contract-signed sales amount was RMB 19.966 billion. Looking in the whole, the achievement was great in terms of inventories sales, and the sales also kept stable increase. Because the proportion of high and medium-end projects was big, the unit price of sales increased slightly compared to the same period of the previous year. Facing the current situation of continuous temperature risng of the land market, the expansion steps of the Company were comparatively stable and careful. In the first half-year, the Company got six land at reasonable price, the newly added land was 1.3324 million square meters, and equity area was 1.0859 million square meters. Besides continuing to deepen plough the core cities, the Company accelerated regional expansion, purchased land in Kunming, Dalian and Ningbo in the year, and nationwide layout was further rationalized. During the report period, the Company started 26 projects, the new construction area was 2.32 million square meters, projects under construction at the end of the report period were 76, and area under construction was 6.25 million square meters. 3. Forecast of the Company on the operation environment in the second half-year and operation path of the Company Under the comprehensive impact of the macro-economic situation and release of demand in advance, it is estimated that the temperature of the property market in the second half-year will be adjusted down. Because the recent land prices hit new high records frequently, the capital fluidity is expected to be tight, and the uncertainty and risks of the industry will increase along with it. In the second half-year, the Company will closely pay attention to the trend of the industry, respond to the policy, adapt to the market, grasp the external advantageous factors, bring its own competition advantages into play, and stand out in the times of the warlords fighting for the throne. Grasping marketing will be the priority among priorities in the second half-year. The city companies will keep high marketing rhythm, continue to strengthen client excavation, channel input and sales motivation, and accurately grasp the sales window so as to ensure the effective sales of inventories. To save strength for sustainable development, the Company will intensify land investment; develop multiple ways for land acquisitions ways; depending on the Group resources, actively seek the opportunities of merger and acquisition or strategic cooperation; insist in not taking the ―land king‖, and strive to select the projects with outstanding values at reasonable prices. In the short period, the rigid demand is still the main lead, and it is supported by the policy. The Company will further optimize product structure, develop more rigid demand projects, accelerate new building market entry of rigid demands, work hard to grasp the opportunities brought by the construction of guarantee housing and reconstruction of shanty town. In the second half year, the bank loan input will be more and more careful, and the capital risks will rise somewhat. The Company will continue to keep good capital control and internal management and control system, ensure financial safety and operate stably. II. Analysis of the main businesses 8 1. Overview In the first half of 2013, the Company realized a sum of operating income of RMB 16.134 billion, net profit belonging to the shareholders of the listed companies was RMB 2.551 billion, increasing 108.98% compared to the same period of the previous year. In the operating income, the income from the sales of commercial housing was RMB 14.977 billion, and the settlement area was 0.9638 billion square meters. Income from the rental of investment property was RMB 0.371 billion, and accumulative rental area was 4.4094 million square meters. The income from the sales of power supply of the park was RMB 0.286 billion, and sales of power was 35,047 kilowatt-hours. Unit: RMB 0,000 Increase and Increase and Increase and decrease of decrease of decrease operating operating percentage Gross income cost of the gross Operating Operating interest rate By industry interest compared to compared to compared to income cost rate the same the same the same period of the period of the period of the previous previous previous year year year Property development and 1,497,686 784,066 31% 66% 83% -2 sales Operation of rental property 37,106 16,958 48% 3% 2% - Power supply in the park 28,629 21,034 26% 1% 7% -4 Property management 37,923 33,641 6% 15% 16% -1 Property intermediary 3,581 2,816 16% 91% 36% 32 Others 8,431 10,736 -37% 12% 14% 2 Changes of the main financial data compared to the same period of the previous year Unit:RMB 0,000 Increase and decrease Same period in the compared to the This report period Reason for the change previous year same period of the previous year Increase of carry-over amount Operating income 1,613,357 1,008,051 60% of property sales Increase of carry-over amount Operating cost 869,251 504,532 72% of property sales Sales expense Expansion of business scale 27,202 23,146 18% Management expense Expansion of business scale 23,271 17,474 33% Influenced by great increase Financial expense 7,335 16,767 -56% of exchange profit Income tax expense Increase of total profit 147,659 79,240 86% Acceleration of research and Research and development input development of product 477 144 231% standardization Net amount of cash flow Increase of operating generated by the operation activities -127,551 242,031 -152% accounts paid Net amount of cash flow generated by -30,079 -22,591 -33% Increase of investment 9 the investment activities accounts paid Net amount of cash flow generated by the financing activities Increase of loan scale 675,744 142,155 374% Net increase amount of cash and Increase of loan scale cash equivalent 516,327 362,545 42% III. Composition of the main businesses by area Unit: RMB 0,000 Increase and Increase and Increase and decrease of decrease of decrease of gross Gross Operating operating income operating cost interest rate Area Operating cost interest rate income compared to the compared to the compared to the (%) same period of the same period of the same period of the previous year (%) previous year (%) previous year (%) Circum-Bohai 371,357 151,288 38% 110% 94% Sea Region 1 Yangtze River 238,422 185,631 14% 18% 70% Delta Region -17 Pearl River Delta 876,661 440,955 32% 45% 46% Region 1 Other areas 126,917 91,377 21% 389% 505% -15 IV. Analysis on the core competitiveness Vivid enterprise culture, string capital strength and unique operation mode are the core competitiveness of the Company. In the beginning of the period in 2013, on the foundation of inheriting the cultural connotation and essence of China Merchants Group, The Company sublimed and abstracted Version 3.0 enterprise cultural concept system combining its own realities. Through various measures such as explaining and publicizing V3.0 enterprise culture system etc., the Company vigorously promoted the culture construction and implementation, integrated the cultural concepts of the enterprise ―into the strategy, into the management and into the posts‖. The cultural concepts were solidified in the strategy planning, operation management and human resources etc. of the Company, and the guidance role of culture on management was manifested. In the first half year, the sales achievement of the Company increased continuously, and cash flow was further improved. At the same time, asset to liability ratio and comprehensive capital cost were continued at a low level, and the advantage of stable financing will help the company coping with the uncertainty of the industry flexibly and realizing stable increase. After exploration and practice of many years, the Company successfully built three unique operation modes: simultaneously developing residential and commercial buildings‘ green property‘ and comprehensive development of the Community‘, which brought good branding benefit and great market prospect for the Company, greatly enhancing its core competitiveness. V. Analysis on the investment condition 1. External equity investment condition (1)External investment condition There was no condition of holding the shares of other listed companies. 10 (2)Condition of holding the equity of financial enterprises Not applicable (3)Condition of securities investment Not applicable 2. Conditions of entrusted financial service, derivative investment and entrusted loan (1)Condition of entrusted financial service Not applicable (2)Derivative investment condition Not applicable (3)Entrusted loan condition No external entrusted loan transaction 3. Use condition of the raised capital (1)Overall use condition of the raised capital Net amount of the capital raised by issuing shares publicly by the Company in 2008 was RMB 5,777.22 million, and it was all used up by June 30, 2013. (2)Condition of the projects committed by the raised capital Unit: RMB 0,000 Was Investme Was the nt the project Amou Accumula progress projec Committed Date when Profit Committed investment chang Investment nt tive input up till the Did it t investment the project realized project and input direction ed sum after input amount end of reach the feasibi sum of reaches the in this of (inclu adjustment in this up till the the estimated lity raised estimated report Super-raised capital ding (1) report end of the period profit greatl capital usable status period partial period period (2) (%) y chang (3)= chang e) (2)/(1) ed Shenzhen Garden City No 22,722 22,722 - 22,722 100% 2009.11 625 Yes No Digital Mansion Shenzhen CM Garden No 22,000 22,000 - 22,000 100% 2010.12 - Yes No City Phase 5 Science and Technology Building No 16,000 16,000 - 16,000 100% 2010.03 695 Yes No Phase 2 Not China Merchants No 44,000 44,000 - 44,000 100% 2012.11 - applica No Square ble Shenzhen Woods No 34,000 34,000 - 34,000 100% 2012.12 - Yes Not Apartment Shenzhen No 130,000 130,000 - 134,762 104% 2012.08 14,410 Yes No Yongjingwan China Merchants No 40,000 40,000 - 40,000 100% 2012.06 12,258 Yes No Guanyuan Shenzhen China No 70,000 70,000 - 70,000 100% 2010.06 - Not No Merchants Lanyuan Tianjin Star City No 60,000 60,000 - 60,000 100% 2014.09 11,932 Yes No Chongqing CM No 40,000 40,000 - 40,000 100% 2012.12 14,396 Yes No Jiangwancheng Suzhou Evian Shui‘an No 26,000 26,000 - 21,238 82% 2012.12 - Not No Phase 3 11 Shanghai CM No 35,000 35,000 - 35,000 100% 2010.04 - Yes No Nanqiao Yayuan Shanghai CM No 38,000 38,000 - 38,000 100% 2010.06 - Yes No Yonghuayuan Total 577,722 577,722 577,722 1.China Merchants Square was not completed, so it had no profit and loss in this period. 2.China Merchants Lanyuan was all sold out, profit of RMB 331.85 million was realized accumulatively, Condition and reason slightly lower than the estimated profit. for not reaching the estimated profit 3. Sales area of 100% of Suzhou Evian Shui‘an Phase 3 was carried over accumulatively, realizing net profit of RMB 76.1 million. The project was opened for sale in August 2008, because the local economic situation in 2008 was contrary to the estimation, the actual profit did not reach the estimated profit. Change condition of the projects invested No with raised capital 4. Analysis on the main subsidiary companies and share participating companies Unit: RMB 0,000 Main Registered Gross Operating Operating Name of the company Industry product or Net assets Net profit capital capital income profit service Shenzhen CM Property Cp., Property Commercial 300,000 Ltd. industry housing 1,781,589 706,741 83,461 80,108 71,524 Shenzhen CM Shangzhi Property Commercial 20,000 Investment Co., Ltd. industry housing 547,938 275,178 34,276 17,631 13,347 Power Shenzhen CM Power Supply Public utility supply in the 5,700 Co., Ltd. park 562,584 127,082 28,629 9,801 6,957 Shenzhen Vanke Binhai Property Commercial 100,000 Property Co., Ltd. industry housing 405,472 97,079 - -1,397 -1,392 Shenzhen Meiyue Property Property Commercial 100 Consultant Co., Ltd. industry housing 139,365 48,615 224,988 69,191 50,523 China Merchants Property Property Commercial 3,000 Development (Beijing) Co., Ltd. industry housing 333,226 80,038 252,900 103,589 77,405 China Merchants Jiaming Property Commercial (Beijing) Property Development industry 35,000 555,620 132,111 41,221 15,377 11,655 housing Co., Ltd. Tianjin Zhaosheng Property Property Commercial 3,000 Co., Ltd. industry housing 285,550 16,075 47,157 15,269 11,575 Chongqing CM Property Property Commercial $53,400 USD Development Co., Ltd. industry housing 535,579 352,935 - -1,052 1,210 Guangzhou CM Property Co., Property Commercial 5,000 Ltd. industry housing 552,579 175,600 66,146 31,243 23,444 Foshan Xincheng Property Co., Property Commercial $12,700 USD Ltd. industry housing 332,678 211,377 248,944 101,135 75,850 Foshan Xinjie Property Co., Property Commercial $21,980 USD Ltd. industry housing 228,742 165,453 88,450 24,017 18,040 Zhenjiang Yingsheng Property Property Commercial $11,800 USD Development Co., Ltd. industry housing 331,535 77,591 49,724 5,168 4,471 5. Conditions of the major projects invested with non-raised capital (1). In the report period, the Company had 6 new property project companies, new investment amount was RMB 104.4 million, and the investment condition was as follows: Unit: RMB 0,000 Equity Actual Registered Name of the company proportion of the investment Scope of business capital Company amount 12 Zhenjiang Nanshan Creative Industrial Park Co., Ltd. 5,000 60% 3,000 Property development Shenzhen CM Shekou Construction Co., Ltd. 1,000 51% 510 Property development Dalian Zhaoyu Property Co., Ltd. 3,000 51% 1,530 Property development Shenzhen Pingshan CM Property Co., Ltd. 1,400 100% 1,400 Property development Suzhou CM YIshanjun Property Co., Ltd. 3,000 100% 3,000 Property development Foshan Shunde Evian Desheng Property Co., Ltd. 1,000 100% 1,000 Property development 1. On January 23, 2013, the Company and Zhenjiang Communications Investment and Construction Development Company jointly contributed capital to establish Zhenjiang Nanshan Creative Industrial Park Co., Ltd., holding 60% and 40% shares respectively. The company will develop and operate Zhenjiang Guantangqiao Road East No.1 and 2 Block Project. 2. On January 25, 2013, the wholly owned subsidiary company of the Company Shenzhen CM Property Co., Ltd. and Shenzhen Zhongrunda Property Development Co., Ltd. jointly contributed capital to establish Shenzhen CM Shekou Construction Co., Ltd., holding 51% and 49% shares respectively. The company will develop and operate Shekou Yuercun Project. 3. On February 27, 2013, the wholly owned company of the Company Tianjin zhaosheng Property Co., and Dalian Haoyu Investment Co., Ltd. jointly contributed capital to establish Dalian Zhaoyu Property Co., Ltd., holding 51% shares and 49 shares respectively. The company will develop and operate Dalian Hi-Tech Zone Dagao (2012) No.22 and No.23 Block Project. 4. On March 15, 2013, the Company established Shenzhen Pingshan CM Property Co., Ltd. with its sole capital, and the company will develop and operate Shenzhen Pingshan New Zone G12201-0299 Block Project. 5. On April 15, 2013, the wholly owned subsidiary company of the Company China Merchants Property Development (Suzhou) Co., Ltd. established Suzhou CM Yishanjun Property Co., Ltd. with its sole capital, and the company will develop and operate Suzhou Hi-Tech zone Fengqiao (2013) G14 Block Project. 6. On May 27, 2013, the wholly owned subsidiary company of the Company Guangzhou CM Property Co., Ltd. established Foshan Shunde Evian Desheng Property Co., Ltd. with its sole capital, and the company will develop Foshan Shunde New City Desheng Business Area No.C02-2 Block Project. (2). In the report period, the accumulative investment amount of the main investment projects was RMB 17,257.05. Unit: RMB 0,000 Plot ratio Investment Accumulative Name of the project Location Area counted building amount in this investment Project progress area period amount Shenzhen Jingshan Shekou, 5.44 10.65 11,755 59,291 Main body construction Jinhai Shenzhen Shenzhen CM Bao‘an, 4.00 18.16 20,657 68,217 Completed and in partnership Guoling Garden Shenzhen Yantian, Shenzhen Yihai City 13.73 34.53 14,412 35,015 Main body construction Shenzhen 13 Guangzhou Jinshan Panyu, Phase 3 completed, phase 8 in 83.55 105.15 8,286 142,407 Valley Guangzhou main body construction Shunde, Foshan Evian Shui‘an 26.64 45.94 4,138 150,287 Completed and in partnership Foshan Wuzhong, Phase 5 in partnership, phase 6 Suzhou Xiaoshicheng 66.37 92.18 27,796 312,258 Suzhou completed Zhenjiang CM Jingkou, 31.95 55.00 17,715 255,286 Main body construction Beiguwan Zhenjiang Chaoyang, Phase 6# and 7# in partnership, Beijing Park 1872 10.42 30.34 22,270 224,588 Beijing 1# capped Beijing Xicheng Changping, Phase 1 in partnership, phase 2 Homestead and 26.80 52.33 32,814 192,618 Beijing in main body construction Longyuan Chongqing CM Jiangbei, 13.49 44.91 8,420 173,166 Phase 5 completed Jiangwancheng Chongqing Chongqing Nan‘an, 33.66 150.00 12,646 41,455 Phase 1 in construction Changjiahui Chongqing Hanyang, Block A in main body Wuhan CM Park 1872 51.97 109.27 14,742 21,044 Wuhan construction Zhangzhou Phase 1 in partnership, and Zhangzhou Kadakaisi Development 38.99 67.80 13,515 50,073 phase 2 in main body Zone construction Note: The above investment amounts do not include land price payment.。 VI. Estimation on the operation achievements from January to September 2013 Not applicable VII. Explanations of the Board of Directors and Board of Supervisors on the ‘Non-standard Audit Report’ of this report period of the accounting firm Not applicable VIII. Explanations of the Board of Directors on the Conditions Related to the ‘Non-standard Audit Report’ of the previous year Not applicable IX. Implementation of profit distribution in 2012 of the Company The proposal of profit distribution in 2012 was approved at the 2012 Annual Shareholders‘ Meeting held on April 10, 2013. 10% of the net profit of the parent company RMB 597,522,289, statutory surplus capital reserve RMB 59,752,229 was withdrew; Taking the total capital shares 1,717,300,503 shares as of year-end as the radix, cash dividend RMB 3.00 (tax included) would be distributed for each 10 shares, that was to say, RMB 515,190,151 RMB cash dividend in total would be sent. The residual undistributed profit RMB 4,480,545,804 RMB 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 the Implementation of 2012 Annual Dividend and 14 Interest Distribution Scheme on China Securities Journal, Securities Times, Shanghai Securities News, Securities Daily, Hong Kong Commercial Daily and http://www.cninfo.com.cn on May 21st , 2013. A share equity registration day would be May 21, 2013, and the ex-interest day would be May 22nd , 2013 (Final transaction day of B shares would be May 21st , 2013, ex-interest day would be May 22nd , 2013 and B share equity registration day would be May 24th , 2013). Up till the disclosure date of this report, implementation of the above-mentioned dividend and interest distribution scheme has been completed except for cash dividend payable to the big shareholder Shekou Industrial Zone. X. Pre-plan of profit distribution and capital reserve converted to capital stock in the report period The Company does not conduct profit distribution and did not conduct converting capital reserve into share capital in the middle of 2013. XI. Table about investigations, communications and interviews received by the Company during the report period Content discussed Reception date Receptio Reception Received object Received object and information n place way type provided Telephone Institutional January 7, 2013 Shenzhen communic investor Dongxing Securities ① Introducing ation operation of the Telephone Institutional Company ② January 8, 2013 Shenzhen communic investor Credit Suisse Founder Discussing the ation industry Telephone development; Individual January 8, 2013 Shenzhen communic investor individual investor ③ Providing the ation information Field announced and January 9, 2013 Shenzhen investigati Institutional China Jianyin Investment Securities, investor Central Assets brochure for on projects of the Hong Interecom Institutional Company. January 11, 2013 Kong munions investor JP Morgan Asset Mgt,RCM Cap Mgt ④ Visiting the Field Company on-sale Institutional buildings, and January 11, 2013 Shenzhen investigati investor Citic Securities on providing building Telephone sales brochure Institutional January 12, 2013 Shenzhen communic investor Heqi Invenstment ation Telephone Institutional January 15, 2013 Shenzhen communic investor Full Vision Capital ation Field January 15, 2013 Shenzhen investigati Institutional Changsheng Fund, CICC Securities on investor Field January 17, 2013 Shenzhen investigati Institutional China Securities on investor Field January 17, 2013 Shenzhen investigati Institutional Huatai Securities, Long Fund on investor ① Introducing Telephone operation of the January 17, 2013 Shenzhen communic Institutional Templeton Company ② investor Discussing the ation Field industry Institutional development; January 18, 2013 Shenzhen investigati New China Fund on investor ③ Providing the information Field Institutional announced and January 21, 2013 Shenzhen investigati investor Xingcheng Fund, Guotai Junan Securities brochure for on projects of the January 22, 2013 Shenzhen Field Institutional Jefferies, Pictet Asset Management, Zeal Company. 15 investigati investor Asset Management, Calyon, Full vision ④ Visiting the on Capital Company on-sale Strategic Institutional Strategic seminar of Guotai Junan buildings, and January 22, 2013 Shenzhen seminar investor Securities providing building Telephone sales brochure January 23, 2013 Shenzhen communic Institutional Orient Securities ation investor Telephone January 23, 2013 Shenzhen communic Institutional Credit Suisse Founder ation investor Field Institutional January 23, 2013 Shenzhen investigati investor Bank of Communications Schroder on Field Institutional Chang Qingteng Asset Management, First January 23, 2013 Shenzhen investigati investor Shanghai Securities on Interecom Institutional Guosen Securities, GF Securities, First January 24, 2013 Shenzhen munions investor Capital Securities, Rongtong Fund, Bank Of China life insurance, etc Telephone January 25, 2013 Shenzhen communic Institutional Shenyin Wanguo Securities ation investor Citic Securities, Cape Asset Management, January 25, 2013 Shenzhen Interecom Institutional Libang investment adviser, United munions investor Securities Investment Trust Field January 29, 2013 Shenzhen investigati Institutional China Asset Management on investor ① Introducing January 31, 2013 Shenzhen Strategic Institutional Strategic seminar of Guosen Securities operation of the seminar investor Company ② February 1, 2013 Hong Interecom Institutional Barclay Discussing the Kong munions investor industry Hong Field Institutional development; February 5, 2013 Kong investigati investor Pinpoint Asset Mgt ③ Providing the on information Field announced and February 7, 2013 Shenzhen investigati Institutional Nomura international, UBS, AMP Capital investor brochure for on projects of the Field Company. February 26, 2013 Suzhou investigati Institutional Huatai united investor ④ Visiting the on Company on-sale Field buildings, and February 27, 2013 Zhenjian investigati Institutional China International Capital Corporation g investor limited providing building on sales brochure Telephone Individual March 21, 2013 Shenzhen communic investor Bank of China International ation Telephone Institutional March 22, 2013 Shenzhen communic investor Orient Securities ation Telephone Institutional March 27, 2013 Shenzhen communic investor Goldman Sachs Gao Hua ation Telephone April 1, 2013 Shenzhen communic Institutional China Jianyin Investment Securities ation investor Telephone April 2, 2013 Shenzhen communic Institutional Sealand Securities ation investor Field April 7, 2013 Guangzh investigati Institutional Shanghai Jin Li Investment ou on investor Field Institutional April 8, 2013 Shenzhen investigati investor First State Asset Management on Field Institutional April 8, 2013 Foshan investigati investor Shanghai Jin Li Investment on Field Institutional China International Capital Corporation April 9, 2013 Foshan investigati investor limited on Field April 10, 2013 Shenzhen investigati Institutional Guotai Junan Securities, China Securities, on investor China Asset Management Field April 11, 2013 Shenzhen investigati Institutional Everbright Securities on investor 16 Field Institutional April 12, 2013 Shenzhen investigati investor China Jianyin Investment Securities on Field April 18, 2013 Shenzhen investigati Institutional China Merchants Securities on investor Telephone April 24, 2013 Shenzhen communic Institutional Shenyin Wanguo Securities ation investor Telephone April 24, 2013 Shenzhen communic Institutional Bank of China International ation investor Telephone Institutional China International Capital Corporation April 24, 2013 Shenzhen communic investor limited ation Telephone Institutional April 24, 2013 Shenzhen communic investor Jefferies ation Telephone Institutional April 24, 2013 Shenzhen communic investor Sealand Securities ation Telephone April 24, 2013 Shenzhen communic Institutional ICBC Credit Suisse ation investor Telephone April 24, 2013 Shenzhen communic Institutional Essence Securities ation investor Telephone April 24, 2013 Shenzhen communic Institutional China Jianyin Investment Securities ation investor Field Institutional April 25, 2013 Wuhan investigati investor China Securities on Telephone Institutional Guotai Junan Securities, Citic Securities, April 26, 2013 Shenzhen communic investor China International Capital Corporation ation limited, Harvest Fund Telephone Institutional April 29, 2013 Shenzhen communic investor Fidelity Fund ation Telephone May 2, 2013 Shenzhen communic Institutional Agricultural bank life insurance ation investor Telephone May 2, 2013 Shenzhen communic Institutional Everbright Securities ation investor Telephone May 2, 2013 Shenzhen communic Institutional Guosen Securities ation investor Telephone Institutional May 3, 2013 Shenzhen communic investor China Jianyin Investment Securities ation Field Institutional May 7, 2013 Shenzhen investigati investor Goldman Sachs Gao Hua on Field Institutional May 7, 2013 Shenzhen investigati investor China Securities on Hong Strategic Institutional May 9, 2013 Kong seminar investor Macquarie Field May 10, 2013 Shenzhen investigati Institutional First Shanghai on investor Field May 15, 2013 Wuhan investigati Institutional Guosen Securities on investor Field Institutional May 17, 2013 Shenzhen investigati investor Citibank , Everest Capital on Field Institutional May 17, 2013 Beijing investigati investor Fullgoal Fund on Field Institutional May 21, 2013 Shenzhen investigati investor GF Securities on Strategic Institutional May 23, 2013 Shanghai seminar investor Orient Securities May 30, 2013 Tianjin Field Institutional JP Morgan Asset Mgt 17 investigati investor on Field June 1, 2013 Beijing investigati Institutional UBS Securities on investor Field June 3, 2013 Shenzhen investigati Institutional Penghua Fund on investor Field June 4, 2013 Suzhou investigati Institutional China Securities on investor June 4, 2013 Beijing Strategic Institutional Guosen Securities seminar investor Field Institutional June 9, 2013 Shenzhen investigati investor Hillhouse Capital Management on Field Institutional June 14, 2013 Shenzhen investigati investor Jefferies on Field June 17, 2013 Nanjing investigati Institutional Invesco Hong Kong Limited on investor Field June 18, 2013 guangzho investigati Institutional Morgan Stanley u on investor Strategic Institutional June 19, 2013 Shenzhen seminar investor China Merchants Securities Field Institutional China International Capital Corporation June 19, 2013 Shenzhen investigati investor limited on Field Institutional June 21, 2013 Shenzhen investigati investor Galaxy Securities, Sheng tai investment on Field Institutional June 26, 2013 Beijing investigati investor Citibank on Hong Strategic Institutional June 27, 2013 Kong seminar investor Citibank Strategic Institutional June 28, 2013 Xiamen seminar investor Citic Securities 18 Chapter 5 Significant Events I. Corporate governance The company established sound operation of company governance, general meeting of shareholders, Board of Directors and Supervisory Committee. The company truthfully, accurately, completely, timely and fairly discloses information as required by information disclosure principles; as of 2012, the company has won excellent unit for SSE information disclosure evaluation for nine consecutive years (A-level). In order to improve the level of regulated operation, the company strictly complies with Code of Corporate Governance for Listed Companies and the provisions of relevant laws and regulations, and adheres to continuous improvement in governance. In the report period, according to the requirement and guidance of Workshop on Prevention and Control of Inside Information Transaction for Listed Companies‘ held by Shenzhen Securities Regulatory Bureau, combined with actual conditions, the company implemented training on prevention and control of insider information leaking against directors, supervisors, and senior managers again, to raise awareness of prevention and control of insider information transaction and sound the alarm of prevention and control of insider information transaction at all times, so that "everyone is familiar with the insider information transaction regulations, in order to eliminate the insider information transaction". To further regulate the company investor relation management and information disclosure, fully protect the investor‘s rights to get access to information fairly, according to the SSE Information Disclosure Business Memorandum No.41 ---Investor Relation Management and Information Disclosure, investor reception conditions will be disclosed monthly on a regular basis, instead of quarterly on a regular basis. II. Significant lawsuits and arbitration No significant lawsuits and arbitration in the report period. III. Media questioning None IV. Matters related to bankruptcy and reform Not applicable V Assets transaction 1. Purchasing assets Not applicable 2. Assets disposal Not applicable 3. Mergers Not applicable VI Implementation of stock option incentive plan and its impact Not applicable VII Major related transactions 1. Operational transaction ⑴ 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. Because of the power bills of related transaction were calculated and billed by other property management companies, the related power transaction is untraceable. 19 ⑵ China Merchants Group, Shekou Industrial Zone and other associated parties of China Merchants Group rent commercial office buildings, in the report period, the rental amounts to RMB 11.39 million. (3) The facilities, equipments, and office locations of supplying electricity and water 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 expenses of the Company and controlling subsidiaries paid to Shekou Industrial Zone totaled to RMB 4.36 million. Total rent payable to Shekou Industrial Zone for Nanhai Ecool is amount to RMB13.32million. 2. Transactions related to purchasing assets and assets disposal In the report period, no transactions related to purchasing assets and assets disposal. 3. Major related transactions on common external investment In the report period, no transactions related to invest in a 3 rd party with related parties. 4. Main claims and debts for associated parties 20 Unit: RMB 0, 000 Yuan Non-bus iness Claim and resource Openning Occurred Closing Name Relationship debt type Reason expropri balance current balance ation term exists or not Beijing Guangying Real Estate Joint venture Other sharehold No Development Co., Ltd receivables er loan 124,373.36 -36,562.96 87,810.40 TCL Optical- Electronics Other sharehold No Joint venture 22,709.53 -22,709.53 - (Shenzhen) Technologies Ltd. receivables er loan Foshan China Merchants Other sharehold No Longyuan Property Co., Ltd. Joint venture receivables er loan 67,308.41 14.27 67,322.68 Shanghai New Nanshan Real Associated Other sharehold No Estate Development Co., Ltd company receivables er loan 14,365.49 3,778.31 18,143.80 Associated Other Shift in No Jones Tech Limited company receivables investmen t 6,445.42 -118.44 6,326.97 Associated Other Shift in No Holly Profit Limited company receivables investmen t 7,395.85 -135.91 7,259.94 Long-term No Huizhou Taitong Property Associated account sharehold Investment Co., Ltd. company receivable er loan 4,972.13 -4,972.13 - land No China Merchants Shekou Controlling Account acquisitio Industrial Zone Co., Ltd. Shareholder payable n payment 90,000.00 -90,000.00 - Other No China Merchants Guangming Joint venture account Current Science Park Co., Ltd receivable fund 1,028.97 13.21 1,042.18 Tianjin Xinhai Real Estate Associated Other Current No Development Co., Ltd. company account fund receivable 10,608.14 - 10,608.14 Shanghai Ledu Properties Associated Other Current No Limited company account fund receivable 14,435.68 6,666.00 21,101.68 Shanghai New Nanshan Real Associated Other Current No Estate Development Co., Ltd company account fund receivable - 3,160.00 3,160.00 Other No TCL Optical- Electronics Joint venture account Current (Shenzhen) Technologies Ltd. receivable fund - 3,090.31 3,090.31 Same Other No Shenzhen China Merchants ultimate account Current Financing Service Co., Ltd. holder receivable fund 75,353.99 8,955.53 84,309.52 Same Other No CM Zhangzhou Development ultimate account Current Zone Ltd. holder receivable fund 26,700.00 - 26,700.00 Same Other Current No Top Chief Co., Ltd ultimate account fund holder receivable 8,319.65 -143.83 8,175.82 5. Other major related transactions In the report period, other associated party transactions are as shown in the notes to financial statements. VIII Material contracts fulfillment 1. Trusts, contracts, and lease events In the report period, there were no other significant trusts, contracts or lease events. 2. Guarantee Unit: RMB 0, 000 Yuan Company‘s guarantee (excluding subsidiary guarantees) 21 Com Guar plete antee Actual date d for Related Actual d or asso Guarantee (Date of Guarantee Guarantee not Name announcement guarantee ciate amount agreement type term d disclosure date amount signing) party or not Two years No Yes China Merchants November 3, 2011 14,700.00 March 15, 2012 1,062.22 since the next With day of Guangming responsibility expiration of Science Park Co., loan term No Yes guarantee Ltd. March 20, 2012 19,110.00 May 18, 2012 4,141.02 under the loan agreement Subsidiary guarantees Com Guara Actual date plete nteed Related Actual d or for Guarantee (Date of Guarante Name announcement guarantee Guarantee term not associ amount agreement e type disclosure date amount ated signing) party or not USD 200 No Yes USD 194 million million Eureka (converted From December 29, December 11, (converted into Investment Co., into RMB January 5, 2010 2009 to December 2009 RMB 11. Ltd 12. 3574 29, 2013 986678 billion billion yuan) yuan) USD 30 No Yes million USD 30 30 days since the (converted million expiration of debt March 19, 2013 into RMB June 11, 2013 (converted into fulfillment term Shenzhen China 185. 361 RMB 185. 361 under the loan million million yuan) agreement Merchants Power yuan) Supply Co., Ltd February 5, Two years since the No Yes January 30, 2013 2013 35,000.00 35,000.00 expiration of fulfillment term of all No Yes March 19, 2013 March 12, 2012 guaranteed debts 85,000.00 85,000.00 With Two years since the No Yes responsibil Shenzhen China ity next day of Merchants Real March 20, 2012 May 11, 2012 guarantee expiration of loan 30,000.00 20,000.00 Estate Co., Ltd term under the loan agreement Two years since the No Yes Shenzhen CM expiration of debt Commerce June 4, 2013 April 25, 2013 fulfillment term 7,140.00 7,140.00 Development Ltd under the loan agreement Shanghai No Yes Jingyuan Property March 29, 2011 March 29, 2011 18,700.00 18,370.00 Two years since the Development Co., Ltd. next day of expiration of loan Beijing Conrad August 11, term under the loan No Yes May 15, 2012 Co., Ltd 2012 30,000.00 15,867.01 agreement Guangzhou November 24, No Yes Wanshang December 3, 2012 2012 13,600.00 1,700.00 Property 22 Development Co., Ltd. Total guarantee (totals of the previous two items)326,683.13 Up till June 30, 2013, the Company continued to provide interim joint mortage guarantee for purchasers of commercial properties, totaled to RMB 385.2831 million, within the date of the bank offering the loan to the date of 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. 3. Other major contracts In the report period, the company has successively signed loan contract with the Bank of China, Agricultural Bank of China, China Construction Bank, Bank of Communications, and China Merchants Bank and other financial institutions; Up till the end of the report period, the total contracted credit amount is RMB 44.3 billion. 4. Other major transactions IX More than 5% shareholder made commitments in reported period or in previous period entity Commitmen Commitments Content Date Deadline Fulfillment t party Shekou After the implementation of the reform of stock allocation, Share reform December Industrial we will continue to introduce high quality assets such as commitment land to support the company's development. 9, 2005 Zone Expiration upon In the report Not directly or indirectly engaged in or develop the two years from period, the Other business or projects same or similar with the company the date of no commitment commitments to Shekou business scope, and not to assist any enterprise in compete longer holding has been with the company directly or indirectly; do not use March 19, the stock of the strictly minority Industrial information obtained from the company to get engaged in, 2008 company honored. shareholders of Zone directly or indirectly participate in competition with the the company company, not to conduct any other competitive behaviors that damage or may damage the interests of the company. X Appointment or dismissal of CPAs The semi-annual financial report has not yet been audited. On April 10, 2013, the company's 2012 annual general meeting of shareholders approved to rehire ShineWing Certified Public Accountants Ltd as external auditing institution in 2013. XI Punishment and rectification Not applicable XII Notes to other major events At the end of this reporting period, the company has changed accounting estimate method, the reason and its influence are: The company originally had problems in bad debt estimates. These problems are single amount materiality level too high and aging method too complicated. In order to have more appropriate bad debt accrual method, the 7th temporary meeting of Board of Directors in 2013 approved this change in accounting method, and it also had approval from the company‘s 8th meeting of the 7th Supervisory committee. The Board of Director of the company agreed that this change in accounting estimate method would be better match with related rules and regulation and more applicable to company‘s actual needs. This change would also let the bad debt accrual method more reasonable which is in a lieu with company‘s general conservative principal and provide more neutral Account Receivable amount. The change in bad debt estimate would result in an additional 2.41million bad debt expense. 23 Chapter 6. Changes in Share Capital and Particulars about Shareholders I. Change in Share Capital The shares of the Company have no change in this report period. (Unit: share) Before the change Increase / Decrease this time (+, -) After the change Share transfer of Proport Amount Proportion bonus Others Subtotal Amount accumul ion ation fund I. Shares with conditional 891,641,608 51.92% 891,641,608 51.92% 1. State-owned shares 2. State-owned legal person‘ s 693,419,317 40.38% 693,419,317 40.38% shares 3. Other domestic shares Including: domestic non-state-owned legal person‘s shares Domestic natural person‘ s shares 4. Foreign shares 197,709,440 11.51% 197,709,440 11.51% Including: Foreign legal 197,709,440 11.51% 197,709,440 11.51% person‘ s shares Foreign natural person‘ s shares 5. Senior executives‘ shares 512,851 0.03% 512,851 0.03% II. Shares with unconditional 825,658,895 48.08% 825,658,895 48.08% subscription 1. RMB common shares 684,267,595 39.85% 684,267,595 39.85% 2. Domestically listed foreign 141,391,300 8.23% 141,391,300 8.23% shares 3. Overseas listed foreign shares 4. Others III. Total shares 1,717,300,503 100% 1,717,300,503 100% II. Company shareholder number and share holding conditions (Unit: share) Total number of shareholders at the 49,147 (including 40,873 A-share holders and 8,274 B-share holders) end of the report period Shareholding of top 10 shareholders Amount of Pledged or luck-up Share holding shares Year-on-yea shares Class of Restricted Unrestricted Name of shareholder proporti at the end of r shareholder shares shares Amou on (%) the report Change Share state period nt China Merchants Shekou State-owned legal 40.38 693,419,317 No 693,419,317 No No No Industrial Zone Co., Ltd. person Full Space Investment Overseas legal 5.48 94,144,050 No 94,144,050 No No No Limited person China Merchants Overseas legal 2.91 49,948,012 213,106 49,242,245 705,767 No No Securities Hong Kong Ltd. person 24 FOXTROT Overseas legal INTERNATIONAL person 1.61 27,720,000 No 27,720,000 No No No LIMITED ORIENTURE Overseas legal 1.55 26,603,145 No 26,603,145 No No No INVESTMENT LTD person Communications Bank Domestic none Schroder Growth Stock state-owned legal 0.82 14,099,837 -2,800,163 14,099,837 No No Securities Investment person Fund New China life insurance Domestic none co., Ltd - Dividends - state-owned legal 0.80 No No Personal Dividends - 018 l 13,779,599 13,779,599 13,779,599 - FH002 Shen person GF Gathered Rich Open Domestic none Securities Investment state-owned legal 0.73 12,599,984 12,599,984 12,599,984 No No Fund person GOLDEN CHINA Overseas legal 0.73 No No MASTER FUND person 12,458,713 -28,047 12,458,713 GF Small-capitalization Domestic none Growth Equity Securities state-owned legal 0.61 10,436,450 -563,550 10,436,450 No No Investment Fund person Top 10 holders of unrestricted shares Name of shareholder Unrestricted shares Class of Shares Communications Bank Schroder Growth Stock Securities Investment 14,099,837 Fund A-shares New China life insurance co., Ltd - Dividends - Personal Dividends - 13,779,599 018 l - FH002 Shen A-shares GF Gathered Rich Open Securities Investment Fund 12,599,984 A-shares GOLDEN CHINA MASTER FUND 12,458,713 B-shares GF Small-capitalization Growth Equity Securities Investment Fund 10,436,450 A-shares China Life Insurance Co. , Ltd. - Dividends - Personal Dividends -005L-FH002 Shen 10,309,584 A-shares Full Goal Tianfu Innovative Theme Equity Securities Investment Fund 10,011,118 A-shares Yin Hua SZSE 100 Index Classification Securities Investment Fund 9,798,419 A-shares BOCI SECURITIES LIMITED 9,737,700 B-shares Communications Bank Schroder Blue-chip Stock Securities 9,356,000 Investment Fund A-shares 1. Among the shares held by China Merchants Securities Hong Kong Ltd., 49,242,245 shares were purchased-in entrusted by Top Chief Co., Ltd. 2. Shekou Industrial Zone and its subsidiary companies including Top Chief Co., Ltd., Full Space Investment Ltd., FOXTROT INTERNATIONAL LIMITED and ORIENTURE INVESTMENT LTD are concerted actors. 3. GF Gathered Rich Open Securities Investment Fund and GF Small-capitalization Growth Equity Securities Investment Fund belong to the same fund management company. 4. Communications Bank Schroder Growth Stock Securities Investment Fund and Communications Bank Schroder Blue-chip Stock Securities Investment Fund belong to the same fund management company. III Introduction to the Controlling Shareholder and Changes of Substantial Controller In this report period, the controlling shareholder and the substantial controller have no change. The following chart shows the equity and the control relationship between the Company and the Actual Controller: 25 State-owned Assets Supervision and Administration Commission Supervision and Administration Commission of the State Council 100% China Merchants Group Co., Ltd. 100% 40.38% China Merchants Shekou Industrial Zone Co., Ltd. 100% 2.87% Top Chief Co., Ltd. 100% Orienture Holdings Co. Ltd China Merchants Property Development Co., Ltd. 5.48% 100% Full Space Investment Limited 1.61% 100% Foxtrot International Limited 1.55% 100% Orienture Investment Limited 26 Chapter 7. Particulars about Directors, Supervisors and Senior Executives I. Change of the shareholding of Directors, Supervisors and Senior Executives In this report period, the shareholding of Directors, Supervisors and Senior Executives has no change. II. Change of Directors, Supervisors and Senior Executives On July 24, 2013, Due to job rotation, Wu Zhenqin resigned her position as Chairman of the Supervisory Board, Member of the Supervisory Board, and Huang Peikun resigned his position as Director, CFO of the company. On July 26, 2013, the 4th Temporary Meeting in 2013 of the 7th Board of Directors of the company decided to hire Liu Wei as the deputy general manager of the company and Wu Zhenqin as the CFO of the company. 27 Chapter 8. Financial Report I. Audit report The Semi-Annual Financial Report of the Company is not audited. In the financial notes, the units of the report forms are RMB. II. Financial Statements Consolidated Balance Sheet June 30th , 2013 Compiling unit: China Merchants Property Unit: RMB Yuan Development Co., Ltd. Item Annotat Closing balance Opening balance ion Current asset: Cash V.1 23,458,572,602.52 18,239,272,247.93 Notes Receivable V.2 2,947,367.39 5,748,800.00 Account Receivable V.3 68,072,310.52 162,099,162.73 Prepaid Expenses V.4 8,161,580.60 8,287,184.01 Interest Receivable 228,492.37 269,583.30 Dividend Receivable 15,517,078.84 Other Accounts Receivable V.5 11,732,669,325.84 8,183,491,572.92 Inventories V.6 72,091,942,280.16 73,637,940,073.11 Non-Current Asset due in 1 year 1,970,595.79 16,756,858.87 Other Current Asset V.7 2,937,652,051.28 2,818,269,943.98 Total Current Assets 110,317,733,685.31 103,072,135,426.85 Non-current assets: Long-term Receivable V.8 49,721,270.00 Long-term share Equity Investment V.9 1,519,198,350.32 1,083,249,770.92 Investment in real estates V.10 3,021,055,151.20 3,117,335,984.24 Fixed assets V.11 1,449,031,890.39 435,194,977.76 Construction in process V.12 98,240,393.27 88,458,273.58 Goodwill V.13 159,560,861.23 159,560,861.23 Amortization Expenses V.14 237,618,947.45 249,438,693.12 Deferred income tax asset V.15 713,360,172.75 942,147,425.36 Total Non-Current Assets 7,198,065,766.61 6,125,107,256.21 Total Assets 117,515,799,451.92 109,197,242,683.06 The note is a single component of the financial statement, and this financial statement is signed 28 by the following responsible persons Legal representative: Lin Shaobin Responsible person competent for the accounting work: Wu Zhenqin Responsible person of the accounting institution: Xu Yixia Balance Sheet of Parent Company (Continued) June 30th , 2013 Compiling unit: China Merchants Property Development Co., Ltd. Unit: RMB Yuan Annotati Item Closing amount Opening amount on Current liabilities: Short-Term Loans V.17 5,620,000,000.00 2,105,000,000.00 Notes Payable V.18 57,684,515.33 47,610,662.59 Accounts Payable V.19 8,679,956,190.36 11,796,898,896.95 Accounts Collected In Advance V.20 30,862,520,673.59 28,463,966,430.34 Employees‘ Wage Payable V.21 168,198,915.28 334,040,494.12 Tax Payable V.22 1,029,682,569.46 1,951,582,353.18 Interests Payable V.23 68,152,422.02 119,767,822.92 Dividend Payable V.24 218,003,724.42 290,165,059.98 Other Accounts Payable V.25 8,762,199,717.37 8,502,352,593.09 Non-Current Liability Due In 1 Year V.26 9,032,245,473.94 7,380,992,296.97 Other Current Liability V.27 3,801,581,625.04 4,256,735,641.00 Total Current Liability 68,300,225,826.81 65,249,112,251.14 Non-Current Liabilities: Long-Term Loan V.28 16,908,624,119.41 14,378,013,872.78 Long-Term Payable V.29 101,218,943.36 100,207,107.75 Estimated Liabilities V.30 13,480,870.63 14,017,011.26 Deferred Income Tax Liabilities V.15 93,712,503.50 Other Non-Current Liabilities V.31 16,727,439.31 16,613,440.00 Total Non-Current Liabilities 17,133,763,876.11 14,508,851,431.79 Total Liability 85,433,875,703.71 79,757,963,682.93 Shareholders’ Equity: Share Capital V.32 1,717,300,503.00 1,717,300,503.00 Capital Reserves V.33 8,622,363,393.22 8,386,926,298.12 Surplus Reserves V.34 1,027,780,997.90 1,027,780,997.90 Retained Earnings V.35 14,208,541,440.34 12,173,100,556.73 Different of Foreign Currency Translation 88,407,178.38 88,407,178.38 Total Shareholders’ Equity Attributable to The 25,664,393,512.84 23,393,515,534.13 Parent Company Minority Shareholders‘ Equity V.36 6,417,530,235.37 6,045,763,466.00 29 Total Shareholders’ Equity 32,081,923,748.21 29,439,279,000.13 Total Shareholders’ Equity and Liabilities 117,515,799,451.92 109,197,242,683.06 Balance Sheet of Parent Company June 30th , 2013 Compiling Unit: China Merchants Property Development Co., Ltd. Unit: RMB Yuan Annotati Item Closing Amount Opening Amount on Current Assets: Cash 6,397,093,488.91 5,277,807,877.29 Prepaid Expenses 921,251.48 Dividend Receivable 466,921,794.83 2,877,702,095.70 Other Accounts Receivable XIII.1 27,121,848,729.33 29,644,653,819.13 Inventories 1,224,000,000.00 1,224,000,000.00 Non-Current Assets Due in 1 Year 15,300,000.00 Total of Current Asset 35,210,785,264.55 39,039,463,792.12 Non-Current Assets: Long-Term Share Equity Investment XIII.2 8,410,589,827.90 5,657,339,312.90 Fixed Assets 1,707,593.97 345,629.58 TotalNon-Current Assets 8,412,297,421.87 5,657,684,942.48 Total Assets 43,623,082,686.42 44,697,148,734.60 Balance Sheet of Parent Company (Continued) June 30th , 2013 Compiling Unit: China Merchants Property Development Co., Ltd. Unit: RMB Yuan Item Annotati Closing Amount Opening Amount on Current Liabilities: Short-Term Loans 3,420,000,000.00 1,905,000,000.00 Employees‘ Wage Payable 611,047.49 7,927,525.00 Tax Payable 22,557,548.75 466,320.21 Interests Payable 38,798,180.60 111,221,455.00 Dividend Payable 208,025,795.10 Other Account Payable 10,233,554,434.63 13,556,711,178.36 Non-Current Liability Due In 1 Year 5,453,784,630.00 3,894,234,275.00 Other Current Liabilities Total Current Liabilities 19,377,331,636.57 19,475,560,753.57 Non-Current Liabilities: Long-Term Loan 8,357,858,015.00 8,604,667,725.00 30 Total Non-Current Liabilities 8,357,858,015.00 8,604,667,725.00 Total Liabilities 27,735,189,651.57 28,080,228,478.57 Shareholders’ Equity: Share Capital 1,717,300,503.00 1,717,300,503.00 Capital Reserves 8,927,054,193.00 8,927,054,193.00 Surplus Reserves 976,829,604.90 976,829,604.90 Retained Earnings 4,266,708,733.95 4,995,735,955.13 Total Shareholders’ Equity 15,887,893,034.85 16,616,920,256.03 Total Shareholders’ Equity and Liabilities 43,623,082,686.42 44,697,148,734.60 Consolidated Income Sheet January-June, 2013 Compiling Unit: China Merchants Property Development Co., Ltd. Unit: RMB Yuan Amount Of The Annota Amount Of The Item Same Period Of Last tion Current Term Year I. Total Revenue 16,133,568,321.26 10,080,507,691.00 Operating Income V.37 16,133,568,321.26 10,080,507,691.00 II. Total Operating Cost 11,677,655,973.79 7,602,729,071.00 Operating Cost V.37 8,692,511,279.89 5,045,322,607.00 Business Tax and Additions V.38 2,579,430,723.77 1,776,684,070.00 Sales Expenses V.39 272,019,791.76 231,459,127.00 Administrative Expenses V.40 232,711,486.01 174,735,165.00 Financial Expenses V.41 73,348,971.39 167,666,874.00 Losses on Asset Impairment V.42 -172,366,279.03 206,861,228.00 Plus: Profits and Losses on The Changes of Fair Value V.43 1,584,406.00 (―-” Is stand for Losses) Investment Income (―-” Isstand for Losses) V.44 282,179,758.93 24,881,684.00 Incl. Investment Gains from Affiliates 336,191,940.58 3,847,470.00 III. Operating Profit (“-” Is Filled In For Losses) 4,738,092,106.40 2,504,244,710.00 Plus: Non-Operating Income V.45 11,774,703.28 6,454,536.00 Less: Non-Operating Expenses V.46 15,387,554.61 10,072,004.00 Incl. Loss from Disposal of Non-Current Assets 910,283.52 350,941.00 IV. Gross Profit (―-” Is stand for Gross Loss) 4,734,479,255.07 2,500,627,242.00 Less: Income Tax Expenses V.47 1,476,586,830.38 792,399,255.00 31 V. Net Profit (“-” Is Filled In For Net Loss) 3,257,892,424.69 1,708,227,987.00 Net Profit Attributable To The Shareholders Of The 2,550,631,034.51 1,220,525,897.00 Parent Company Minority Interests 707,261,390.18 487,702,090.00 VI. Earnings Per Share: (I) Basic Earnings Per Share V.48 1.49 0.71 (II) Diluted Earnings Per Share V.48 1.49 0.71 VII. Other Integrated Incomes V.49 974,901 VIII. Total Of Integrated Incomes 32,57,892,424.69 1,709,202,888.00 Total Integrated Income Attributable to The Parent 2,550,631,034.51 1,221,500,798.00 Company Total Integrated Income Attributable to The Minority 707,261,390.18 487,702,090.00 Shareholders Income Sheet of Parent Company January-June, 2013 Compiling Unit: China Merchants Property Development Co., Ltd. Unit: RMB Yuan Amount Of The Annotati Amount Of The Item Same Period Of Last on Current Term Year I. Operating Income XIII.3 11,080,000.00 Less: Operating Expenses XIII.3 1,016,316.92 Business Tax And Additions 621,588.00 Sales Expenses Administrative Expense 14,632,307.21 13,105,388.00 Financial Expenses 198,192,218.64 138,967,534.00 Losses on Asset Impairment Plus: Profits and Losses on the Changes of Fair Value (―-” Is Filled In For Losses) Investment Income (―-” Is Filled In For Losses) XIII.4 -1,290,760.00 -999,780.00 Investment Gains From Affiliates -1,290,760.00 -1,670,150.00 II. Operating Profit (―-” Is Filled In For Losses) -204,673,190.77 -153,072,702.00 Plus: Non-Operating Income 10,322.00 Less: Non-Operating Expenses 9,163,879.51 Loss From Disposal Of Non-Current Assets 32 III. Gross Profit (―-” Is Filled In For Gross Loss) -213,837,070.28 -153,062,380.00 Less: Income Tax Expenses IV. Net Profit (―-” Is Filled In For Net Loss) -213,837,070.28 -153,062,380.00 V. Earnings Per Share: (I) Basic Earnings Per Share (II) Diluted Earnings Per Share VI. Other Integrated Income VII. Total of Integrated Income -213,837,070.28 -153,062,380.00 Consolidated Cash Flow Statement January-June, 2013 Compiling Unit: China Merchants Property Development Co., Ltd. Unit: RMB Yuan Amount Of The Amount Of The Item Annotation Same Period Of Current Term Last Year I. Cash Flow from Operating Activities: Cash Received from Sales of Products or 18,624,153,525.45 14,808,712,660.00 Rendering of Services Tax Refund 15,808,867.22 334,434.00 Other Cash Received Relating to Operating V.50 (1) 2,864,443,964.78 1,382,261,388.00 Activities Sub-Total of Cash Inflow from Operating 21,504,406,357.45 16,191,308,482.00 Activities Cash Paid for Merchandise and Services 10,622,047,633.80 7,664,076,750.00 Cash Paid to employees 674,059,496.16 557,955,747.00 Taxes Paid 4,126,788,176.01 2,674,247,425.00 Other Cash Paid Relating to Operating Activities V.50 (2) 7,357,016,282.05 2,874,720,497.00 Sub-Total of Cash Outflow from Operating 22,779,911,588.02 13,771,000,419.00 Activities Cash Flow Generated by Business Operation, net -1,275,505,230.57 2,420,308,063.00 II. Cash Flow Used in Investment Activities: Cash Received from Investment Retrieving 80,123.00 Cash Received as Investment Gains 311,302,240.31 Net Cash Retrieved From Disposal of Fixed Assets, Intangible Assets, and Other Long-Term 65,240.00 32,130.00 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 311,447,603.31 32,130.00 Activities Cash Paid For Construction of Fixed Assets, 27,118,359.78 8,458,757.00 Intangible Assets and other Long-Term Assets 33 Cash Paid for Investment 23,898,000.00 86,556,612.00 Net Cash Received from Subsidiaries and Other 122,221,009.00 Operational Units Other Cash Paid for Investment Activities 561,222,801.84 8,707,949.00 Sub-Total Of Cash Outflow Due To Investment 612,239,161.62 225,944,327.00 Activities Net Cash Flow used in Investment Activities -300,791,558.31 -225,912,197.00 III. Cash Flow Generated from Financing Activities: Cash Received from Investment 116,206,306.58 238,000,000.00 Cash Received as Investment from Minor 116,206,306.58 238,000,000.00 Shareholders Cash Received as Loan 12,961,884,236.52 5,292,641,763.00 Other Cash Received Relating to Financing Activities Subtotal of Cash Inflow from Financing Activities 13,078,090,543.10 5,530,641,763.00 Cash to Repay Debts 5,256,388,021.57 3,194,990,109.00 Cash Paid as Dividend, Profit, or Interests 1,064,263,544.64 914,106,042.00 Dividend and Profit Paid by Subsidiaries to Minor 1,659,103.20 244,690,629.00 Shareholders Other Cash Paid Relating to Financing Activities Subtotal Of Cash Outflow Due to Financing 6,320,651,566.21 4,109,096,151.00 Activities Net Cash Flow Generated from Financing 6,757,438,976.89 1,421,545,612.00 Activities: IV. Effect Of Foreign Exchange Rate -17,869,715.20 9,511,613.00 Alternation on Cash and Cash Equivalents V. Net Increase inCash and Cash Equivalents 5,163,272,472.81 3,625,453,091.00 Plus: Balance of Cash and Cash Equivalents At V.49 (4) 18,218,506,517.70 13,659,974,240.00 The Beginning of Term VI. Balance of Cash and Cash Equivalents at The V.49 (4) 23,381,778,990.51 17,285,427,331.00 End of Term Cash Flow Statement of Parent Company January-June, 2013 Compiling Unit: China Merchants Property Development Co., Ltd Unit: RMB Yuan Amount of the Annit Amount of the Item Same Period of ation Current Term Last Year I. Cash Flow from Operating Activities: Cash Received from Sales of Products or Rendering of 11,080,000.00 Services Tax Refund Other Cash Received Relating to Operating Activities 6,592,768,196.65 1,851,001,239.00 Sub-Total of Cash Inflow from Operating Activities 6,603,848,196.65 1,851,001,239.00 Cash Paid for Purchasing of Merchandise and Services Cash Paid to Staffs or Paid for Staffs 9,943,104.23 6,825,217.00 Taxes Paid 11,310,020.65 8,363,541.00 34 Other Cash Paid Relating to Operating Activities 7,223,132,053.83 1,186,520,853.00 Sub-Total of Cash Outflow from Operating Activities 7,244,385,178.71 1,201,709,611.00 Cash Flow Generated from Business Operation, Net -640,536,982.06 649,291,628.00 II. Cash Flow Used in Investing Activities: Cash Received from Investment Retrieving Cash Received as Investment Gain 2,410,780,300.87 59,407,480.00 Net Cash Retrieved from Disposal of Fixed Assets, 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 Activities 2,410,780,300.87 59,407,480.00 Cash Paid for Construction of Fixed Assets, Intangible 1,344,750.00 Assets and Other Long-Term Assets Cash Paid as Investment 2,754,541,275.00 1,472,477,629.00 Net Cash Received from Subsidiaries and Other Operational Units Other Cash Paid for Investment Activities Sub-Total of Cash Outflow Due To Investment Activities 2,755,886,025.00 1,472,477,629.00 Net Cash Flow used in Investment Activities -345,105,724.13 -1,413,070,149.00 III. Cash Flow Generated by Financing Activities: Cash Received as Investment Cash Received as Loan 5,452,029,750.00 4,198,249,000.00 Other Cash Received Relating to Financing Activities Subtotal of Cash Inflow From Financing Activities 5,452,029,750.00 4,198,249,000.00 Cash to Repay Debts 2,616,571,500.00 2,541,549,000.00 Cash Paid as Dividend, Profit, or Interests 730,221,765.98 604,471,292.00 Other Cash Paid Relating to Financing Activities Subtotal of Cash Outflow Due to Financing Activities 3,346,793,265.98 3,146,020,292.00 Net Cash Flow Generated by Financing Activities 2,105,236,484.02 1,052,228,708.00 IV. Effect of Foreign Exchange Rate Alternation on -308,166.21 6,937,813.00 Cash and Cash Equivalents V. Net Increase of Cash and Cash Equivalents 1,119,285,611.62 295,388,000.00 Plus: Balance of Cash and Cash Equivalents at the 5,277,807,877.29 5,036,890,168.00 Beginning of Term VI. Balance of Cash and Cash Equivalents at the End of 6,397,093,488.91 5,332,278,168.00 Term 35 Consolidated Statement Of Change In Shareholders’ Equity Compiling Unit: China Merchants Property Development Co., Ltd. Unit: RMB Yuan January-June, 2013 Item Shareholders‘ Equity Attributable To The Parent Company Minor Total Of Shareholders‘ Shareholders‘ Share Capital Capital Reserves Surplus Reserves Retained Profit Others Equity Equity I. Balance At The End Of Last Year 1,717,300,503.00 8,386,926,298.12 1,027,780,997.90 12,173,100,556.73 88,407,178.38 6,045,763,466.00 29,439,279,000.13 Plus: Change Of Accounting Policy Correcting Of Previous Errors Others II. Balance At The Beginning Of Current Year 1,717,300,503.00 8,386,926,298.12 1,027,780,997.90 12,173,100,556.73 88,407,178.38 6,045,763,466.00 29,439,279,000.13 III. Changed In Current Term (“-” Is Filled In For 235,437,095.10 2,035,440,883.61 371,766,769.37 2,642,644,748.08 Decrease) (I) Net Profit 2,550,631,034.51 707,261,390.18 3,257,892,424.69 (II) Other Integrated Income Subtotal Of (I) And (II) 2,550,631,034.51 707,261,390.18 3,257,892,424.69 (III) Shareholder Input And Withdraw Of Share Capital 235,437,095.10 116,047,455.56 351,484,550.66 1. Capital Input By Shareholders 116,047,455.56 116,047,455.56 2. Share Payment Accounted Into Shareholders‘ Equity 3. Others 235,437,095.10 235,437,095.10 (IV) Profit Distribution -515,190,150.90 -451,542,076.37 -966,732,227.27 1. Providing Of Surplus Reserves 2. Common Risk Provision 3. Dividend To Shareholders -515,190,150.90 -1,659,103.20 -516,849,254.10 4. Others -449,882,973.17 -449,882,973.17 (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 1,717,300,503.00 8,622,363,393.22 1,027,780,997.90 14,208,541,440.34 88,407,178.38 6,417,530,235.37 32,081,923,748.21 36 Consolidated Statement Of Change In Shareholders’ Equity(Continued) Compiling Unit: China Merchants Property Development Co., Ltd. Unit: RMB Yuan Amount Of The Previous Year Item Shareholders‘ Equity Attributable To The Parent Company Minor Total Of Shareholders‘ Shareholders‘ Share Capital Capital Reserves Surplus Reserves Retained Profit Others Equity Equity I. Balance At The End Of Last Year 1,717,300,503.00 8,387,070,659.00 968,028,769.00 9,258,046,011.00 87,768,855.00 3,858,778,902.00 24,276,993,699.00 Plus: Change Of Accounting Policy Correcting Of Previous Errors 其他 II. Balance At The Beginning Of Current Year 1,717,300,503.00 8,387,070,659.00 968,028,769.00 9,258,046,011.00 87,768,855.00 3,858,778,902.00 24,276,993,699.00 III. Changed In Current Term (“-” Is Filled In For -144,360.88 59,752,228.90 2,915,054,545.73 638,323.38 2,186,984,564.00 5,162,285,301.13 Decrease) (I) Net Profit 3,318,266,875.59 959,252,227.90 4,277,519,103.49 (II) Other Integrated Income 638,323.38 638,323.38 Subtotal Of (I) And (II) 3,318,266,875.59 638,323.38 959,252,227.90 4,278,157,426.87 (III) Shareholder Input And Withdraw Of Share Capital -144,360.88 1,907,655,151.55 1,907,510,790.67 1. Capital Input By Shareholders 1,907,655,151.55 1,907,655,151.55 2. Share Payment Accounted Into Shareholders‘ Equity 3. Others -144,360.88 -144,360.88 (IV) Profit Distribution 59,752,228.90 -403,212,329.86 -679,922,815.45 -1,023,382,916.41 1. Providing Of Surplus Reserves 59,752,228.90 -59,752,228.90 2. Common Risk Provision 3. Dividend To Shareholders -343,460,100.96 -679,922,815.45 -1,023,382,916.41 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 1,717,300,503.00 8,386,926,298.12 1,027,780,997.90 12,173,100,556.73 88,407,178.38 6,045,763,466.00 29,439,279,000.13 37 Statement Of Change In Shareholders’ Equity Of The Parent Company Compiling Unit: China Merchants Property Development Co., Ltd. Unit: RMB Yuan January-June, 2013 Item Total Of Shareholders‘ Share Capital Capital Reserves Surplus Reserves Retained Profit Equity I. Balance At The End Of Last Year 1,717,300,503.00 8,927,054,193.00 976,829,604.90 4,995,735,955.13 16,616,920,256.03 Plus: Change Of Accounting Policy Correcting Of Previous Errors Others II. Balance At The Beginning Of Current Year 1,717,300,503.00 8,927,054,193.00 976,829,604.90 4,995,735,955.13 16,616,920,256.03 III. Changed In Current Term (“-” Is Filled In For Decrease) -729,027,221.18 -729,027,221.18 (I) Net Profit -213,837,070.28 -213,837,070.28 (II) Other Integrated Income Subtotal Of (I) And (II) -213,837,070.28 -213,837,070.28 (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 -515,190,150.90 -515,190,150.90 1. Providing Of Surplus Reserves 2. Common Risk Provision 3. Dividend To Shareholders -515,190,150.90 -515,190,150.90 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 1,717,300,503.00 8,927,054,193.00 976,829,604.90 4,266,708,733.95 15,887,893,034.85 38 Statement Of Change In Shareholders’ Equity Of The Parent Company (Continued) Compiling Unit: China Merchants Property Development Co., Ltd. Unit: RMB Yuan Amount Of The Previous Year Item Total Of Shareholders‘ Share Capital Capital Reserves Surplus Reserves Retained Profit Equity I. Balance At The End Of Last Year 1,717,300,503.00 8,927,054,193.00 917,077,376.00 4,801,425,996.00 16,362,858,068.00 Plus: Change Of Accounting Policy Correcting Of Previous Errors Others II. Balance At The Beginning Of Current Year 1,717,300,503.00 8,927,054,193.00 917,077,376.00 4,801,425,996.00 16,362,858,068.00 III. Changed In Current Term (“-” Is Filled In For Decrease) 59,752,228.90 194,309,959.13 254,062,188.03 (I) Net Profit 597,522,288.99 597,522,288.99 (II) Other Integrated Income Subtotal Of (I) And (II) 597,522,288.99 597,522,288.99 (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 59,752,228.90 -403,212,329.86 -343,460,100.96 1. Providing Of Surplus Reserves 59,752,228.90 -59,752,228.90 2. Common Risk Provision 3. Dividend To Shareholders -343,460,100.96 -343,460,100.96 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 1,717,300,503.00 8,927,054,193.00 976,829,604.90 4,995,735,955.13 16,616,920,256.03 39 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) I. General Information China Merchants Property Development Co., Ltd. (hereinafter referred to as the Company or the Group when the subsidiaries are included), originally China Merchants Shekou Shareholding Co., Ltd., is a sino-foreign joint venture established on the base of Shekou China Merchants Port Service Co., Ltd. by China Merchants Shekou Industrial Zone Co., Ltd. (Shekou Industrial Zone). The Company was incorporated in Shenzhen China in September 1990. On February 23rd, 1993, the Company raised finance by issuing 27,000,000 A shares to the domestic investors, and 50,000,000 B shares to foreign investors which increased the Company‘s capital shares u to 210,000,000. The A shares and B shares were listed at Shenzhen Stock Exchange in June 1993. In July 1995, part of B shares was listed in Singapore Stock Exchange by means 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 by December 31, 2004. On January 18th, 2006, as approved by the shareholders‘ meeting, the A share reallocation plan was implemented. That is the 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 reallocation. 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 waived by the original A shareholders would be placed to institution investors. The bonds are issued 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 remaining in converted bonds 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 to 734,130,363 shares. 40 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) As approved by document Zhen-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 haveincreased 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, basdon the total capital share of 844,867,002 at December 31, 2007, 3 bonus shares were distributed to each 10 shares, meanwhile 2 new shares were converted to each 10 shares from the common reserves. Since then, the total capital shares of the Company would be increased to 1,267,300,503 shares. Under ―Approval for issuing of new shares by China Merchants Property Development Co., Ltd.‖, (Zheng-Jian-Xu-Ke[2008]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. major shareholder of the Company. The total capital shares of the Company have increased up to 1,717,300,503 shares since then. As of December 31, 2012, the total of capital shares of the Company was 1,717,300,503, including 891,641,608 shares under restriction for sale, accounted for 51.92% of the total shares; and 825,658,895 non-restricted shares, accounted for 48.08%. The Company is in the property development industry. All of the subsidiaries and the Company (referred to as the ―Group‖) are mainly engaged in property development, public services (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, and China Merchants Group Co., Ltd. is the actual controller. Shareholders‘ Meeting is the top authority of the Company with the power of decision-making on (but not limited to) business strategies, financing, investment, and profit distribution. The Board of Directors reports to the Shareholders‘ Meeting, and exercise the power of operational decisions. The management is responsible for implementing of decisions made by the Shareholders‘ Meeting and the Board, as well as conducting of business operations. 41 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) II. Important accounting policies, accounting estimations and method for compiling the consolidated financial statements 1. Basis of the Financial Statements The Financial Statements of the Group are based on the assumption of continuous operation, and are composed under the Enterprise Accounting Standard. This ―Main Accounting Policies, Estimations and Retrospection of Previous Accounting Errors‖ is providing the detailed rules and grounds for preparing of the Financial Reports. 2. Statement of compliance to the Enterprise Accounting Standard The financial statements prepared by the Group are complied with the requirement of Enterprise Accounting Standards, and are truly and completely reflecting the financial positions, operation results and cash flow of the Group. 3. Fiscal period The fiscal year of the Group follows calendar year that is from January 1 to December 31. 4. Standard currency for bookkeeping RMB is the primary currency in China, thus the Company and its domestic subsidiaries adopt RMB as the standard currency for bookkeeping. The business subsidiaries of the Group in Hong Kong, Singapore shall be accounted in Hong Kong Dollar, such as Tonic Industrial Corporation. Standard currency used in this financial statement is RMB. 5. Basis of Presentation and Principle of Pricing The accounting basis of the Group is the accrual system. Except for transactional financial assets and tradable financial assets are accounted according to fair value, the financial statements take the historical cost as the accounting basis. 6. Merger of companies Merger of companies refers to merger two or more entities into one reporting entity. Assets and liabilities of the new entity will be recognized on the date of the merger or purchasing, which is the date of acquiring control power. For the merger entities under common control of our company, 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 offer price is adjusted to 42 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) share capital premium in the capital reserves. If the share capital premium is not enough to be adjusted, the retained earnings shall be adjusted. For the merger entities not under common control of our company, merger cost refers to the fair value of assets paid, liabilities undertaken, and rights instruments issued by the buyer for purchasing the target entity. 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, the balance will be accounted into current gain/loss account. 7. Preparation of Consolidated Financial Statements (1) Principle in recognizing of consolidation range All of the subsidiaries and special-purpose entities under actual control of the Company are included in the consolidated financial report of the Group. (2) Accounting methods adopted in preparing consolidated financial statements Consolidated financial statements are prepared according to ―Enterprise Accounting Standard No.33 – consolidated financial statements‖. Major internal trades and transactions are neutralized when consolidated. Part of shareholders‘ equity not attributable to the Company is presented separately as minority shareholders‘ equity under shareholders‘ equity item in the consolidated financial statement. When the accounting policies and periods of the subsidiaries are not complying with the Group, they shall be adjusted according to the Company‘s accounting policy and accounting period. The non-controllable Subsidiaries added as in the Group‘s consolidation reports, the individual statement shall be adjusted basing on the recognizable net asset fair value at the day of purchasing. For subsidiaries added as merger of enterprise under common control, it will be regarded as occurred at the beginning of current term, and their assets, liabilities, business performance, and cash flow shall be included in the consolidated financial statements. 8. Cash and cash equivalents Cash are referring to in-stock cash and bank savings which are available for payment whenever needed. Cash equivalent refers to the investment held by the Company with mature date less than three months, strong liquidity and low risk of value fluctuation that is easy to be converted into cash of known amount. 43 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) 9. Translation of businesses and accounts in foreign currency (1) Business in foreign currency Foreign currency transactions at initial confirmation shall be translated with the approximate exchange rate on the exchange date which is determined according to the spot exchange rate of the current month of the transaction. At the balance sheet day, foreign currencies are translated to RMB at the instant exchange rate of that day, the difference caused by difference of the instant rate at that day and the spot rate adopted 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 (such as, shares), and exchange differences caused by fluctuation of book values of non-monetary items that are accounted into equity, shall be accounted into current income account. Non-monetary items in foreign currency and measured at historical costs are measured at RMB with exchange rate of transaction date. Non-monetary foreign currency items in fair value are translated at the rate when the fair value is determined. Differences between the RMB and foreign currency are recorded as fair value impairment and accounted under current gain/loss account or other integrated income under capital reserves. (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 on the balance sheet are translated at the exchange rate at the balance sheet date; shareholders‘ equity items except for ―undistributed profit‖ are translated at the exchange rate on the transaction date; 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 trade took place; 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 on the balance sheet. 44 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Foreign currency cash flow and overseas subsidiaries‘ cash flow are translated on the exchange rate of the day when the cash flow 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 amount at the beginning of year is presented according to the translated amount of the financial statements of last year. When the control power is lost because of disposal of partial equity or other reasons, the fair value of retained shares shall be premeasured at the date of the ownership 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 current investment gains. Other gains related to share investment in original subsidiary shall be transferred into investment gains of current term. When the control is 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, instead of 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. 10. Financial assets and liabilities (1) Financial assets 1) Categories 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, and sellable financial assets. Financial assets accounted at fair value with fluctuation carried into current gain/loss account are those held-for-sale items which are listed under transactional financial assets on the Balance Sheet. Held-to-maturity items refer to those non-derivate financial assets which have fixed expiration date, retrievable amount, and the Company has definite intention and ability to hold these investments until mature date. Loans and receivable accounts are those non-derivate financial assets without quotation price in the active market, but with fixed retrievable amount. Financial assets categorized under 45 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) loans and receivables include notes receivable, account receivable, interest receivable, dividend receivable and other receivable. Sellable financial assets are those non-derivate financial assets recognized as sellable items at initial recognition, and financial assets could not be put under any other categories. 2)Recognition and measuring of financial assets Financial assets or liabilities are recognized when 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 at initial amount recognized. Fair value basis is adopted in successive measurement of financial assets measured at fair value and with variations accounted into current gain/loss account. Loans, other receivable accounts, and investment held to maturity are recorded at cost. Financial assets measured by fair value are accounted to gain/loss of fair value. Interests or dividends gained during the period of holding are recognized as investment gains. The difference between the fair value and the initial book value is recognized to investment gain/loss, and the fair value gain/loss shall be adjusted accordingly. Except for the impairment loss and exchange loss caused by foreign currency financial assets, the variation of fair value of financial assets are accounted into shareholders‘ equity, and the accumulation of variation of fair value shall be carried over to gain/loss until disposal of financial asset. Interests announced or received during the holding of investment instruments are accounted into current gain/loss account. 3)Financial asset impairment Except for financial assets accounted at fair value and variation accounted into current gain/loss account, the Company undertakes revaluation on the book value of other financial assets at balance sheet day, whenever practical evidence showing that impairment occurred, impairment shall be made. Evidence for impairment on financial instrustments is referring to those events having influences on the expected cash flow, and which can be reliably measured. 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; 46 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) (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 territory, which may cause obstructions for the investor to retrieve the investment; (8) The fair value of equity investment instrument is significantly decreasing or non-contemporarily decreasing; (9) Other practical evidence showing that impairment has happened with the financial asset. Financial assets measured at cost after amortizations are written down to the current value of predicted future cash flow, the reduced amount is recognized as impairment loss and provision shall be provided upon it. 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, and accounted to current gain/loss. When impairment occurred with a sellable financial asset, the accumulated losses caused by decreasing of fair value categorized into owners‘ equity shall be carried over to current gain/loss account. If evidence is showing that the value of a particular financial asset has recovered in value after an impairment loss has been recognized, the impairment loss recognized shall be restored and accounted into current gain/loss. Impairment loss of sellable equity investment instrument will be restored to owners‘ equity when the fair value has increased afterward. 4) Transferring of financial assets Recognition of an asset will be terminated when a financial asset satisfies one of the following conditions:(1) The rights set out by the contract by which the t cash flow of the financial asset is collected have been terminated;(2) The financial asset has been transferred to other parties along with all of the risks and rewards attached to the financial asset;(3) The financial asset has been transferred to other parties, although rights of risks and rewards remained, the Company gave away its control over it. 47 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) If the firm did not transfer 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 or liability is recognized to the extent of continuous involving in the financial asset. Continuous involving means the company still bear the risks of value fluctuations. 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 of fair value fluctuation which has been accounted into miscellaneous income‖ shall be accounted into current income account. When partially 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 of the consideration 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. (2) Financial liabilities At initial recognition, financial liabilities are classified into financial liabilities measured at fair value with changes accounted into current income account or other financial liabilities. Financial liabilities accounted at fair value and fluctuation accounted into current gain/loss account are categorized as transactional financial liabilities and those which assigned to be financial liabilities accounted at fair value and fluctuation are categorized into current gain/loss account. Successive measurement of financial liabilities measured at fair value and fluctuation accounted into current gain/loss account shall be valued on fair value basis. Gains or losses from fluctuation of fair value or dividend and interests related to the financial liabilities shall be accounted into current gain/loss account. Accounting of other financial liabilities is on actual interest basis; successive measurements are on amortized cost basis. When the current liabilities of particular financial liability have been wholly or partially relieved, recognition of the financial asset correspondingly can be terminated. The difference between the recognized book value of the terminated part and the consideration is accounted into current gain/loss. (3) Derivative financial instruments and embedded derivative instruments 48 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Derivative instruments are initially measured on fair value basis on 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, when 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 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 assigned to financial asset or liability accounted on fair value basis with changes accounted into current income account. (4) Recognition of fair value of financial assets and liabilities 1) If there is an active market for the financial instrument, its fair value is defined as the quotation in the active market. Financial assets or liabilities held by the Group or about to be held by the Group are recognized at their fair value upon the current quotation in the active market. If there is not such current quotation or inquiry price for the financial assets or liabilities, however there has been no significant change to the economical environment after the latest transaction, the market price of the latest transaction shall be used to recognize the fair value of the financial asset or liability. If there is significant change afterwards, the fair value shall be adjusted to the latest transaction price with reference to the current prices or interest rates of similar financial assets or liabilities. When the Group has obtained sufficient evidence showing that the price of latest transaction is not valued at the fair value, it could be adjusted appropriately and recognized as the fair value of the financial asset or liability. 2) When there is no any active market for a financial instrument, its fair value shall be measured by using of evaluating technique, which includes the prices decided by voluntary parties, current fair value of other substantial equivalent financial assets, cash flow discount method, or the pricing model of equity option. 11. Bad debt preparation on receivable accounts 49 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) The Group uses the following situations as standards for recognition of bad debt of accounts receivable: wound-up, bankruptcy, receivership, serious shortage of cash, or serious natural disaster happened to the debtor, and the liabilities are not possible to be recovered in an expectable time; the liability has not been recovered for over three years; or there is definite evidence showing the liability is not possible to be recovered or retrieved. Allowance method is adopted in accounted for bad debts. Impairment tests are performed individually and in groups at end of period. Bad debt provisions are provided and accounted to current gain/loss. Those accounts receivable with definite evidence showing that they are impossible to be retrieved, they will be classified as bad debt loss upon the statutory process of the Group, and shall be offset from the bad debt provisions. (1) Recognition and providing of bad debt provision on individual receivable account with large amount Judgment basis or amount The receivable accounts with single item amount exceeding RMB 5 standard for significant single million are regarded as significant receivable accounts item amount Counting and drawing The Group performs impairment test separately on individual method of significant single financial assets with large amounts; those financial assets tested item amount and single item separately with no impairment found shall be tested again along with counted and drawn bad debt the group of financial assets with similar risk characteristics. preparation Financial assets confirmed for impairment shall not be tested along with the group of financial assets with similar risk characteristics. (2) Receivable accounts with insignificant single item amount but with bad debt preparation Reason for single counted The Company performs impairment test separately on individual and bad debt preparation financial assets with small amounts but with evidence showing that the contract cash flow may not be recovered; those financial assets tested separately with no impairment found shall be tested again along with the group of financial assets with similar risk characteristics. Financial assets confirmed for impairment shall not be tested along with the group of financial assets with similar risk characteristics. (3) Receivable accounts with counted and drawn bad debt preparation according to portfolio Basis for determining the portfolio Portfolio I The portfolio is divided according to the credit risk characteristics of the debt unit, and it is mainly the receivable 50 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) accounts without impairment after single test (including receivable accounts from the related parties of the Group, government departments and cooperation parties, petty cash and deposit etc. with significant or insignificant single item amount), and the possibility for this kind of accounts to have bad debt is very low. This portfolio covers the accounts receivable other than those from the related parties, government departments, and Portfolio II co-operators. Bad debt provisions are decided by the Group with reference to its historical experiences and on age analysis basis. Method of counting and drawing bad debt preparation according to portfolio Portfolio I Does not count and draw bad debt preparation Portfolio II Age analysis method (4)The counting and drawing proportions of bad debt preparation of receivable accounts adopting age analysis method are as follows: Age Rate for receivables (%) Rate for other receivables (%) Within 6 months 2 2 (including 6 months) 6-12 months 5 5 1-2 years 20 20 2-3 years 50 50 Over 3 years 100 100 12. Inventories 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 include: real estate development products under construction, development products which have been completed, land to be developed, etc. The actual costs of real estate development products include the price of land, infrastructure expenses, expenditures on construction and installation, the borrowing costs before the completion of the development projects and other related costs. When the inventories are delivered, it should be valued at the actual cost using individual valuation method. 51 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) 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 of accumulated actual cost and accumulated recognized gross profit (loss)‖ over the ―settled price‖ is demonstrated as inventory. The balance of ―settled price‖ over ―total of accumulated actual cost and accumulated recognized gross profit (loss)‖ is demonstrated as account received in advance. Expenses such as travelling 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 engaged. Otherwise are accounted into current income account. Inventory system is using perpetual inventory system. Low-value consumables are amortized on ―one-off basis‖. On the balance sheet day, inventories are measured on whichever is lower between the cost and the net realizable value. When its net realizable value is lower than the cost, inventories shall be impaired. Realizable net value is 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 consider the post balance sheet issues and be recognized when confirmed evidence is obtained and it is for the purpose to hold the inventory. Provisions for impairment of inventories shall be accounted to the difference between the cost of individual inventory items and the net realizable value. After providing inventory impairment provision, if the impacting factors that caused impairment of inventory were eliminated, and the realizable value of the inventory become higher than the book value, the inventory impairment provision formerly provided shall be restored into current income account. 13. Long-term share equity investment Long-term equity investments are those share equities of the entities on which the Group is holding substantial control, common control, or major influences, and those equity investments without substantial control, common control or major influence, without quotations in an active market, and no reliable measurement on their fair value. Control power refers to the power on an enterprise regarding its financial and business decisions, and benefits can be acquired from the business operation of the enterprise. 52 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Common control means the Group has the power of control along with other parties as set out by contract. When none of single partner can dominate the business operation of a joint enterprise, and the decision-making process has to be consent to all of the parties, it is recognized as common control. Major influence means the Group has the power to participate in financial issues and decision-making process, but still has no control over the entity individually or jointly with other parties. Major influence is recognized when the Group is holding over 20% (included) but lower than 50% shares ownership, directly or indirectly. No major influence is recognized if there is definite evidence showing that the Group is not able to participate in any of the decision-making process of the invested entity. Long-term equity investment acquired through merger of entities under common control is recognized as book value of owners‘ equities at the date of merger. Long-term equity investment acquired through merger of entities under different control are valued at the combination of the fair values of the assets paid , liabilities undertaken, and equity securities issued. Except for the long-term equity investments acquired through merger of entities, the long-term equity investments acquired by cash consideration are recognized at their costs according to the considerations paid. Long-term equity investments acquired through issuing of equity securities are recognized at their costs according to the fair value of the equity securities issued. Long-term share equity investment input by the investors is recognized at the price as set out by the investment contracts or agreements. Long-term equity investments acquired through trading of non-monetary assets are recognized according to the relative accounting standards. Investments of the Group on subsidiaries are valued on cost basis, and adjusted on equity basis when preparing consolidated financial statements; investments on joint ventures are valued on equity basis. Long-term equity investment without control power, common control or major influences, and there is no quotation in an active market, the fair value is not able to be measured reliably are on cost basis; long-term equity investment without control power, common control, or major influence, but there is quotation in an active market, and the fair value can be measured reliably, could be accounted as sellable financial assets. When cost basis is adopted, long-term equity investments are accounted at initial investment costs. The costs are adjusted when additional investments were made or investment retrieved. When equity basis is adopted, the gain/loss of the investment shall be recognized as net gain/loss of the invested entity in current year. At recognition of the net gain/loss of the invested entity, recognition shall be upon adjustment of the net profit basing on the fair value of the recognizable assets, according to the accounting policies and fiscal period of the Group. For those long-term equity investments in joint-ventures held prior to the initiative execution, if it is 53 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) debit balance of equity investment related to the investment, the investment gain/loss shall be recognized after deducting debit differences and shall be amortized over periods. Those long-term equity investments without common control or major influence due to reduce of investment input, and if there is no quotation in an active market, nor their fair value are not able to be measured reliably, shall be changed to value on cost basis. Investments with control power due to increase of investment input, shall be changed to be valued on cost basis too. Investments with common control or major influence but no control power due to additional investment, or long-term investment without control or common control or major influence due to disposal of investment equity, shall be changed to be valued on equity basis. At disposal of long-term equity investment, the difference between the book value and the actual consideration acquired is accounted into current investment gains. Long-term equity investment shall be valued on equity basis, if it is accounted into owners‘ equity due to other changes in owners‘ equity of the invested entities, the part of investment originally accounted to owners‘ equity shall be transferred to current investment gains at disposal. 14. Investment property Investment property is including the rented land use rights and the land use rights which are held and prepared for transfer after appreciation, and the rented buildings. Investment properties are booked at their actual costs, Purchased properties consist of purchase price, taxes, and other expenses directly related to the asset. Self-built property consists of construction costs and necessary expenses to make the asset available for use. The Group adopts the cost model for remeasurements of the investment real estate, and depreciation or amortization according to the policies that are in consistent with the land use rights. The expected useful life, net retained value rate, and annual depreciation (amortizing) are: Category Depreciation age (years) Estimated net salvage Annual value rate (%) depreciation rate (%) Land using right Remaining service life of land 0 - using right Houses and buildings 20 years 10% 4.5% When the purpose of the investment property is changed to self-use, from the day of change, the investment property is changed to fixed asset. When the usage of a self-use property was changed to 54 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) for rental or value adding purposes, it will be transferred from fixed assets to investment property. The book value before will be used as the book value after. At disposal of investment properties permanently and no further financial benefit is expected to obtain from the property, recognition of the investment property will be eliminated. Balance of income from disposal, transferring, discarding, or clearing of investment properties less the book value and related taxes is accounted into current gain/loss account. 15. Fixed assets Fixed assets are defined as the tangible assets which are held for the purpose of producing goods, providing services, lease or operation & management, and have more than one year of useful life. The fixed assets include houses and buildings, machine equipment, transportation equipment, office equipment and others, which are booked as the cost of obtaining. Fixed assets purchased from abroad are booked as the price plus tariff and all necessary expenses to make the asset available for use. Cost of fixed assets which are built by the Group itself consists of the necessary costs of building and expenses before the asset become usable. Fixed assets input by investors are booked at the prices setup in the investment contract, however if the contract price is not a fair value, the fair value basis shall be adopted. Fixed assets obtained in term of finance lease, shall be booked at the lower of the fair value of the leased asset and the least rental payment. For the subsequent expenditures related to the fixed assets, including the repair expenditures and reconstruction expenditures, shall be accounted into cost of fixed assets when they are satisfying the conditions of recognition. The replaced part of the assets shall be added to book value; if the recognition condition is not satisfied, shall be accounted into current gain/loss account at occurring. Except the fixed assets fully depreciated but still in use and land which is booked at its price individually, the Group provides depreciation table on all fixed assets. Straight-line basis is adopted in depreciation, and is accounted into costs of related assets or current expenses. The depreciation age, expected ratio of retained value, and annual depreciation ratio are as the following: Depreciation age Estimated salvage Annual depreciation Category No. (yrs) value rate (%) ratio (%) 1 Houses & buildings 10–50 years 5%-10% 1.8%-9.5% 55 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Depreciation age Estimated salvage Annual depreciation Category No. (yrs) value rate (%) ratio (%) 2 Equipment & machinery 10–20 years 5%-10% 4.5%-9.5% 3 Transportation equipment 5–10 years 5% 9.5%-19% 4 Electronics, furniture, appliances 5–10 years 5% 9.5%-19% The Group revises at the end of year, the estimated useful life, estimated salvage value, and depreciation policies of the fixed assets. If any change happened, it will be treated as changing of accounting estimates. When fixed asset is disposed, or making no financial benefit by using or disposing it, recognition is terminated. Income from disposal, transferring, discarding of fixed assets, less its book value and taxes, is accounted into current income account. 16. Construction in process Constructions in progress are measured on actual costs. Construction projects by the Group itself are measured upon direct materials, wages, and construction fee; outsourced projects are measured upon project consideration; equipment installation is measured upon the value of equipment, installation fee, and test expenses. Cost of construction in progress includes borrowing expenses and exchange gain/loss to be capitalized. When a construction in progress became usable, it will be transferred to fixed assets according to its estimated value or its actual cost, and depreciation shall be provided starting the very next month. The difference of original value of the fixed asset shall be adjusted upon completion of acceptance procedures.. 17. Borrowing expenses Borrowing expenses include borrowing interests, amortization of discount or premium, auxiliary expenses, and exchange balances due to borrowings in foreign currencies. Borrowing expenses attributed for purchasing or construction of assets are complying with capitalizing conditions and starting 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 or sellable have started. Capitalization 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 occurred for a special borrowing is capitalized after deducting the bank saving interest of unused borrowed fund or provisional investment gains. Capitalization 56 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) amounts of common borrowings are measured 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 measured by the weighted average interest rates of common borrowings. Assets satisfying conditions of capitalization include fixed assets, investment property and inventory which need a long period of time (usually over one year) to be made usable or sellable. If purchasing, construction, or manufacturing process of an asset satisfying the conditions of capitalization is suspended for over 3 months, capitalizing of borrowing expenses shall be suspended until the purchasing, construction, or manufacturing process is resumed. 18. Intangible assets Intangible assets include land-using rights, patented technologies, non-patented technologies, etc. and are measured at their initial costs when obtained. Intangible assets purchased are booked at the actual cost to purchase and relative expenses. Intangible assets transferred in by investors are booked at the contract or agreement price, but if the contract or agreement price is not fairly acceptable, it will be booked at fair value. Land using rights are amortized straightly to its usable years since the date of acquiring; patented technologies, non-patented technologies and other intangible assets are amortized straightly to the shortest of anticipated useful life, beneficiary years stipulated by contracts, and legal effective years. The amortized amounts shall be accounted into cost of related assets and current gain/loss according to the beneficiary objects. As for those intangible assets with limited useful life, their anticipated useful life and amortizing basis shall be revalued at end of each fiscal year. Changes shall be treated as change of accounting estimation if any. The anticipated useful age of intangible asset with uncertain useful life shall be revised in each fiscal term. If there is evidence showing that the useful life is limited, then it will be estimated and amortized over periods. 19. Impairment of non-financial long-term assets The Group performs verifications on subjects such as long-term equity investments, fixed assets, constructions in progress, and intangible assets with limited usable life. Whenever one or more of the following evidences indicating that impairment has obtained, the impairment test shall be performed. Impairment tests will be undertaken upon goodwill and intangible assets with uncertain usable life, whether or not there is evidence of impairment. If it is hard to measure the retrievable amount of a single asset, it shall be tested along with a portfolio of assets. 57 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) If the book value of an asset is greater than its residual amount, the difference shall be recognized as impairment loss. Once the impairment losses have been recognized with the above said assets, they will not be reversed in successive fiscal periods. Residual amount of asset is the higher of the net amount of fair value minus disposal expense and the current value of anticipated future cash flow of the asset. Evidences of impairments: (1) When the market price of an asset has declined significantly, and the scale of decline is obviously greater than the anticipated scale of decline upon time or normal use; (2) When there is major change with the economical, technical or legislative environment and in the market of the asset in current time or a close future, negative influence could be made on the enterprise; (3) Market interest or other rates of return on investment has increased, therefore influences the discount rate of current value of anticipated future cash flow, which may cause major decrease of residual amount of the asset; (4) There is evidence showing that the asset is out of date or has been damaged; (5) The asset has already been or will be put into idle, suspended, or disposed of in advance; (6) If there is any internal report showing that the economical performance has been or will be lower than it was expected, e.g. the net cash flow or operational profit (or loss) the asset contributed is far lower (or higher) than it was expected; (7) Other evidence showing that impairment could have occurred. 20. Goodwill Goodwill is the difference of the investment cost or cost of merger under different control over the share of recognizable net asset and its fair value at the date of acquisition of the acquired entity. Goodwill related to subsidiaries are presented individually in consolidated financial statements, goodwill related to affiliates are included in the book value of long-term equity investment. 21. Long-term amortizable expenses Long-term amortizable expenses are expenses that are 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 periods. In case the long-term amortizable expense item is not 58 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) benefiting the successive periods, the retained value shall be transferred to current gain/loss account in whole. 22. Employees’ remunerations Employees‘ wages payable are recognized as liabilities in the fiscal period when the employees are providing services to the Group. It will be accounted into cost and expenses of related assets according to the beneficiary which is served by particular employee. Compensations for dismissing service contract with employees shall be accounted into current gain/loss. Employees‘ wages are including the expenses that related to the service of the employees, such as salaries, bonus, allowances, welfare, social security, housing fund, trade union allowance, and training fee. If the service of an employee is dismissed before expiration of the service contract, or voluntary resign of employee and if the Group has already produced plan to dismiss their service or proposed compensation scheme, and will be put into operation, or the Group is not able to dismiss the service contract or lay-off proposal, the anticipated liability shall be recognized as compensations to the employees to be dismissed, and shall be accounted into current gain/loss. 23. Equity instrument Equity instrument refers to the contract of which the Group is holding the retained equity of an asset after deducting all liabilities. Transaction expenses occurred in issuing of equity instruments by the merger parties shall be reduced from the premium of equity instruments. If it is not sufficient to be reduced, the retained gains shall be reduced. For the other equity instruments, the consideration received shall be added to shareholders‘ equity after deducting transaction expenses. Consideration and transaction expense at repurchasing of equity instruments are reduced from shareholders‘ equity. No gains or losses are recognized at issuing, repurchasing, disposing, or cancelling of equity instruments. Allocations made by the Group of equity instruments (exclude share dividends), is reduced from the shareholders‘ equity. The Group doesn‘t recognize the fluctuate amount of fair value of equity instruments. 24. Anticipated liabilities Liabilities are recognized when all of the following conditions are satisfied by business operation regarding contingent issues such as external guarantee, discounting of commercial drafts, unsettled lawsuit or arbitrations, and quality warrant: a contemporary obligation the 59 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Group undertakes; executing of the obligation may cause benefit outflow; the amount of the obligation can be measured reliably. Expected liabilities are initially measured at the best estimation on expenses to exercise the current responsibility, and with considerations to the relative risks, uncertainty, and periodic value of currency. When the periodic value of currency is subject to great change, then the best estimation will be determined at the discount of future cash outflow. The book value of expected liability is revised at balance sheet day, and adjustment will be made to reflect current best estimation. 25. Revenue Recognition (1) Principles of Revenue Recognition: business revenues of the Group are mainly sales of property products, rental, property management fee, and construction contracts. Revenue is recognized when: 1) Property product revenue is recognized when the following conditions are satisfied: A. The sales contract is filed by the authority of land administration; B. Completion and reception of the property; C. All of the payments or rights on the payment from buyers of property have been obtained by the company (e.g. the bank has issued written approval to accept the mortgage); D. Handover procedures have been completed, or it may be regarded as accepted by the buyer according to the property trade contract. 2) Rental income: rental incomes from investment property are recognized on straight basis to the periods of rental as set by the contract. 3) Property management fee: recognized when service has been delivered, the related monetary benefit can inflow to the company, and both of the income and cost can be measured reliably. 26. Construction contracts Construction contract income and costs are recognized on percentage basis at balance sheet day when the income could be measured reliably. Monetary benefit may inflow to the Group. Actual costs could be divided and measured significantly. The completed costs and expected successive costs could be determined reliably. When percentage basis is adopted, the percentage of progress is determined by the ratio of cost already occurred on expected total cost / completed workload on planned total workload, or actual measured progress cost. 60 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) If the results of construction contract are not able to be reliably estimated, and 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 as contract cost rather than contract income. Construction contracts are verified at end of each term. Loss provisions are provided whenever the anticipated total cost of a construction contract will be greater than the anticipated total income. The predicted loss is recognized as current gain/loss. 27. Government subsidy Government subsidies are recognized as soon as all of the supplementary conditions attached are satisfied: when it is received; when the government subsidy is a monetary capital, it is measured as the actual amount, while if it is a fixed amount allowance, it is measured as the receivable amount; if the government subsidy is a non-monetary asset, it is measured at fair value, if no fair value could be obtained, it will be measured by nominal value (RMB). Asset-related government subsidies are recognized as deferred income, and accounted on average basis to current gain/loss for the useful life of the asset. Income-related government subsidies are recognized as deferred income when they are used to compensate expenses or losses in future period, and accounted to gain/loss account of the related period; whereas accounted to current gain/loss when they are used to compensate expenses or losses already occurred. 28. Deferred income tax asset and deferred income tax liability Income tax expenditures include current income tax and differed income tax. At the balance sheet date, the income tax liabilities (or assets) created at current period or previous periods are measured by the predicted income tax payable according to the tax law. The temporary differences between the book values and taxable basis of certain assets are recognized as deferred income tax asset and deferred income tax liabilities on liability basis of the balance sheet. Generally, all of the temporary differences are recognized for related deferred income tax. For the temporary deductible differences, the Group may possibly recognize deferred income tax asset to the limit of taxable income could be used. Those taxable temporary differences, which are related to initial recognition of goodwill, and are neither were generated under enterprise merger, nor initial recognition of assets or liabilities generated by trades make no 61 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) influence on the accounting profit and taxable income (or deductible losses), are not recognized as relative deferred income tax liabilities. Deductible losses and tax deduction which could be transferred to successive years are recognized as deferred income tax assets to the limit of future taxable income which could be used to utilize deductible losses and tax deduction. Meanwhile, those taxable temporary differences related to investments in subsidiaries, joint businesses, and cooperative businesses, and if the Company is able to control the utilize time of the temporary differences, and these temporary differences are neither be written back in an expectable future, shall not be recognized as relative differed income tax liabilities. Deductible temporary differences related to investment in subsidiaries, affiliates, and joint ventures, are recognized as deferred income tax asset only when the temporary 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. 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 62 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) 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. 29. Leases The Group categorizes the leasing businesses to finance leasing and operational leasing at the date of occurring. Finance leasing refers to those leased assets with all of risks and rewards attached to them being practically transferred. When the Group is the leasee, the book value of the leased asset will be the lower one of fair value and the current value of lowest rental payment; while the lowest rental payment will be booked as long-term payable account; the difference between the above two will be recorded as un-recognized financial expenses. Operational leasing refers to leased assets other than finance leasing. When the Group is the leasee, the rental shall be accounted into asset cost or current gain/loss on straight basis; while the Group is the leaser, the rental shall be accounted as revenue on straight basis to the rental period. 30. Accounting of income tax Liability method is adopted in accounting of income tax in the balance sheet. Income tax expense consists of current year income tax and deferred income tax. Except for the current year income tax which is accounted into shareholders‘ equity, and the deferred tax into shareholders‘ equity, and the deferred income tax due to merger of entities used to adjust the book value of goodwill, other current year income tax and deferred income tax are accounted into current gain/loss. Current year income tax refers to the amount of tax payable to the tax bureau upon the trade and transactions occurred in current year, i.e. tax payable. Deferred tax refers to the difference between the deferred income tax asset recognized on the basis of balance sheet liability basis and the payable amount of deferred income tax liability at the end of year. 31. Segment information Business segments are decided according to the organization structure, management requirement and internal reporting system. Reporting segments are decided according to business segments. Business segments refer to the components within the group satisfying the following conditions: the component is able to contribute income in daily operation and costs as well; it is possible for the management to evaluate the business results, so that it could be 63 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) decided to allocate resources; financial position, business performance and cash flow information may be acquired by the company. Transactions among segments are decided upon market prices, common expenses are allocated on rational portions, except for those could not be allocated. 32. Remarks on main accounting estimations The Group adopts a number of estimations and assumptions when preparing financial statements, these estimations and assumptions could make influences on the application of accounting policies and amounts of assets, liabilities, revenue, and expenses. Actual situation may be different with these estimations. Management will perform continuous evaluation on the judgment of key assumptions and uncertain factors. Change in accounting estimations will be recognized in the current term or the future term. The following estimations and assumptions could cause major risks on impairment of the book value of assets and liabilities in future periods. (1) Impairment of account receivable The Group measures account receivable and the amount of impairment upon the retained costs at balance sheet day to evaluate whether impairment has occurred. Objective evidences of impairment include observable data which indicates great decrease of future cash flow with individual or portfolio of accounts receivable, or data shows significant negative situation of the debtor. Whenever there is evidence showing that the value of particular receivable account has recovered, the impairment loss recognized originally shall be restored. (2) Inventory impairment provision The Group evaluates the realizable net value of inventories on a regular base, and the difference of inventory cost over the realizable value will be recognized as inventory impairment loss. When the Group is estimating the realizable net value of an inventory, it is measured upon the amount of anticipated sales price minus costs to completion, sales expenses and taxes. If the actual selling price or cost is different to the estimated amounts, the management shall adjust the realizable net value accordingly. Therefore, the estimated results based on current circumstances may be different with those of in the future, which may cause adjustment on the book values of balance sheet. Thus the amount of inventory impairment provision could change along with the aforesaid situation. Adjustment on inventory impairment provision will therefore impact the current gain/loss. (3) Accounting estimation of goodwill impairment provision 64 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) The Group performs impairment test on goodwill items. Accounting estimations are used to determine the current value of future cash flow, which is the residual amount of the group of assets. If the management is adjusting the gross interest rate adopted in accounting of future cash flow of an asset group or portfolio of groups, additional impairment provision shall be provided on goodwill if the revised gross interest rate is lower than the current one. If the management is adjusting the discount rate before tax which is applying to the cash flow, additional impairment provision shall be provided on goodwill if the revised discount rate before tax is higher than the current one. If the actual gross interest rate or discount rate before tax is higher or lower than the estimation of management, the Group doesn‘t write back the impairment loss of goodwill which has been provided previously. (4) Accounting estimation of fixed asset impairment provision Impairment test is done upon fixed assets such as houses and plants, and equipment, which are showing evidence of impairment. Residual amount of fixed asset is the higher of current value of anticipated cash flow and fair value of the asset after deducting of disposal expenses. Accounting estimation is adopted in accounting of this subject. If the management is adjusting the gross interest rate adopted in accounting of future cash flow of an asset group or portfolio of groups, additional impairment provision shall be provided on the fixed asset if the revised gross interest rate is lower than the current one. If the management is adjusting the discount rate before tax which is applying on the cash flow, additional impairment provision shall be provided on the fixed asset if the revised discount rate before tax is higher than the current one. If the actual gross interest rate or discount rate before tax is higher or lower than the estimation of management, the Group doesn‘t write back the impairment loss of fixed asset which has been provided previously. (5) Accounting estimation of recognition of deferred income tax assets Estimation of deferred income tax asset is based on the estimation of tax payable and applicable tax rate of each year, actualizing of the deferred income tax asset is dependent on whether the Group could obtain sufficient taxable income. Change of future tax rate and writing back of temporary difference could influence the income tax expense (income) and balance of deferred income tax. These changes in estimation could cause major adjustment on deferred income tax. 65 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) (5) Useful life of fixed assets and intangible assets The Group revalues the anticipated useful life of fixed assets and intangible assets as least once at end of each year. Useful life is decided by the management basing on historical experiences of similar assets, and with reference to the estimation wildly adopted in the industry as well as expected technical upgrading. Depreciation expenses and amortization expenses of future periods are adjusted as soon as major changes happened to previous estimations. III. Taxation Class of tax Tax base Tax rate Corporate income tax Amount of income taxable Note 1 Business tax Income from sales or leasing of property 5% Income from sales of goods (Note 2) 17% VAT Income from power supply (Note 2) 17% On Excess Ratio Progressive Income from property sales – amount of Land VAT of Tax Rate deducted items of 30%-60% Amount received for land using rights and Contract tax 3% estates 70% of the original value of estates or rental Property tax 1.2%或12% (Note 3) City maintenance and Operational tax (or VAT paid) 1%-7% construction tax 3% Education surtax Operational tax (or VAT paid) Local education fee and surtax Operational tax (or VAT paid) 2% Note 1: According to Tax Regulations of Hong Kong, the income tax rate on the subsidiaries of the Company located in Hong Kong is 16.5%, while the income tax rate for other subsidiaries is 25%. Note 2: VAT amount is the balance of output tax less deductible input tax. Output tax is calculated basing on the sales income and related tax rates provided by tax law. Note 3: Property taxes are paid upon statutory tax rate times 70% of the fixed property and rental property, or rental income. 66 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) IV. Merger of enterprises and consolidated financial statements (I) Subsidiary companies Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders Subsidiariesgotthrough enterprise mergerundercommon control Shenzhen Property Property ChinaMerchants Grade1 Shenzhen 300,000 developmentand 375,747.00 100.00 100.00 Yes Notapplicable Notapplicable development sales PropertyCo., Ltd. Shenzhen CM Powersupplyand PowerSupplyCo., Grade1 Shenzhen Powersupply 5,700 power sales 59,297.80 100.00 100.00 Yes Notapplicable Notapplicable Ltd. Special Shenzhen measurement ChinaMerchants technologies Measuremen authorized by ElectricPower Grade2 Shenzhen 150 Shenzhen Quality 150.00 100.00 100.00 Yes Notapplicable Notapplicable t MeasurementCo., andTechnical Ltd. Supervisory Shenzhen Bureau Property management, China decoration, MerchantsProperty Property consultancy, Grade1 Shenzhen 2,500 propertyfacility 16,920.00 100.00 100.00 Yes Notapplicable Notapplicable ManagementCo., management sales, Ltd. maintenance, propertyleasing and agency Shenzhen Property Property ChinaMerchants Grade2 Shenzhen 1,120 management, 1,120.00 100.00 100.00 Yes Notapplicable Notapplicable management decoration, Property 67 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders ManagementCo., consultancy, Ltd. propertyfacility sales, maintenance, propertyleasing and agency Shenzhen CM Managingof Property QileProperty Grade3 Shenzhen 200 propertiesunder 120.00 60.00 60.00 Yes -1,891,470.52 84,837.13 management possession Management Ltd. Property management and matching services,purchase Shenzhen and salesof XingzhaoProperty Property construction Grade3 Shenzhen 150 materials, 150.00 100.00 100.00 Yes Notapplicable Notapplicable ManagementCo., management decoration Ltd. materials, sanitary ware, environmental protection articles and office articles Shenzhen CM Property Shekou Property development, Grade3 Shenzhen 1,000 operation, 1,000.00 51 51 Yes 4,907,132.59 Notapplicable Construction Co., development propertyagency Ltd. (Note1) etc. Operatingand developingof Shekou landT105-0114 Property XinghuaIndustrial Grade2 Shenzhen HKD4,742 located in Shekou, 3,806.50 65.07 65.07 Yes 44,159,340.56 Notapplicable development rentingand HoldingsCo., Ltd. managingofown properties 68 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders Developingof land SKN401 Shekou Zhaofa Property located in Shekou, Grade2 Shenzhen 3,600 constructionof 3,600.00 100.00 100.00 Yes Notapplicable Notapplicable PropertyCo., Ltd. management commerce buildings and facilities Zhangzhou Property Property 295,102,022.3 ChinaMerchants Grade1 Zhangzhou 45,000 developmentand 22,950.00 51.00 51.00 Yes 686,038.60 development sales 1 PropertiesCo., Ltd. Property management, decoration, Zhangzhou consultancy, Property Zhangzhou CMProperty Grade2 Zhangzhou 50 propertyfacility 50.00 100.00 100.00 Yes Notapplicable Notapplicable management sales, Management Ltd. maintenance, propertyleasing and agency Zhangzhou Property Property CM Honglong Grade2 Zhangzhou 4,000 developmentand 3,844.80 100.00 100.00 Yes Notapplicable Notapplicabl development sales PropertyLtd. Operateand manage the chargedparking lotofOnward Beijing CM Science&Trade Property Property Centre,property North ChinaArea Grade2 Beijing 500 management, 400 80.00 80.00 Yes 4,210,715.84 Notapplicable ManagementCo., management Ltd. decoration, consultation,sales and repairof property equipment 69 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders Property management, Shanghai CM decoration, Property consultation,sales Grade2 Shanghai Property USD62 and repairof 512.92 100.00 100.00 Yes Notapplicable Notapplicable ManagementCo., property Ltd. equipment,rental and salesof property Property Shanghai CM Property development, EastChinaArea Grade2 Shanghai 3,000 sales and related 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable PropertyCo., Ltd. development after service Property management, NanjingCM decoration, Property Property consultation,sales Grade2 Nanjing 500 and repairof 500.00 100.00 100.00 Yes Notapplicable Notapplicable ManagementCo., management property Ltd. equipment,rental and salesof property Property management, Wuhan CM decoration, Central China Property Property consultation,sales Grade2 Wuhan 500 and repairof 500.00 100.00 100.00 Yes Notapplicable Notapplicable Area ManagementCo., management property Ltd. equipment,rental and salesof property Eureka Hong Overseas Investment Grade1 Investment HKD160,000 Investment 130,132.45 100.00 100.00 Yes Notapplicable Notapplicable Kong company Subsidiariesgotthrough enterprise mergerunderdifferentcontrol 70 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders Hotelconsultation service,trainingof allkindsof personnelofthe hotelindustry, Shenzhen operatingof Haitao HotelCo., Grade2 Shenzhen Hotelservice 600 guestroom, 510.00 85.00 85.00 Yes 1,853,252.24 Notapplicable Ltd. Chinese and western restaurant, laundry, entertainmentand canteen Property Shenzhen Shenzhen developmentand Property 490,459,843.8 VankeBinhai Grade2 Shenzhen 100,000 operation on the 50,000.00 50.00 50.00 Yes 6,958,840.69 development blockswith legal 6 PropertyCo., Ltd. landusingright Shenzhen Property Property consultancy, MeiyueProperties Grade2 Shenzhen 100 planningand 100.00 100.00 100.00 Yes Notapplicable Notapplicable development ConsultantsCo., Ltd. brokerage Property Shenzhen CM developmentand Property operation, 150,192,782.8 RundePropertyCo., Grade2 Shenzhen 1000 propertyagency, 11,755.00 51.00 51.00 Yes -304,328.36 development 2 Ltd. runningof industries Electronic productssuch as Guanhuagang TV audio,settop box and DVD Shenzhen Trading (Shenzhen) Grade6 Shenzhen Trade 100 player etc., 70.18 70.18 100.00 Yes Notapplicable Notapplicable Ltd. electrical materials,pipe materials, 71 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders construction materials Tianjin CM Investingin Property property TaidaInvestment Grade2 Tianjin 30,000 developmentby 18,000.00 60.00 60.00 Yes 114,940,867.72 2,274,991.69 development Co., Ltd. itsown capital Investmenton property, hi-tech Tianjin industry, Tianjin construction Property Zhaojiang Grade2 Tianjin 3,000 industry, garden 2,310.00 77.00 77.00 Yes 3,038,267.13 676,431.41 development greeningindustry InvestmentCo., Ltd. etc.with self-possessed fund Qingdao Property Property 162,984,315.3 Qingdao ZhongrundeAuto Grade1 Qingdao 2,640 developmentand 1,346.40 51.00 51.00 Yes 4,254,191.80 development sales 0 Trade Co., Ltd. Property Shanghai CM development, Property internaldecoration FengruiProperty Grade2 Shanghai 1,000 service,tradeof 1,000.00 100.00 100.00 Yes Notapplicable Notapplicable development Ltd. construction Shanghai materials Shanghai FengyangProperty Property Property 295,080,729.4 Grade2 Shanghai 3,000 developmentand 1,800.00 60.00 60.00 Yes Notapplicable Development Co., development sales 1 Ltd. Property Yunnan CM development, Property sales,rent, Yunnan ChengtouProperty Grade2 Kunming 1,000 decoration, 600.00 60.00 60.00 Yes 3,610,385.96 388,821.48 development Co., Ltd. agency, property management 72 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders Property development, property Haerbin CM management, Jiatian Property Property housing agency, Haerbin Grade1 Haerbin 5,000 indoordecoration, 2,500.00 50.00 50.00 Yes 67,325,205.25 2,552,122.04 Development Co., development investmenton Ltd. commerce and theeducation industry,housing rental Investmentand shareholding;the affiliated companyis engagedin DongliIndustry Cayman manufacturing, HKD Grade3 Investment HKD30,000 processing, 70.18 70.18 Yes -8,152,765.91 7,573,674.08 Holding Co., Ltd. Islands 749.86 Hong Kong buying and selling ofconsumption electronic productsand relatedparts Huaxian Co., Hong Grade4 Investment HKD1 Investment 0.81 100.00 100.00 Yes Notapplicable Notapplicable Ltd. Kong ChuangjinliCo., Hong Hong Kong Grade4 Investment HKD1 Investment 0.81 100.00 100.00 Yes Notapplicable Notapplicable Ltd. Kong Subsidiariesgotthrough establishingorinvestment etc. Property Shenzhen development, ChinaMerchants Property property South China Grade1 Shenzhen 20,000 management, 20,000.00 100.00 100.00 Yes Notapplicable Notapplicable Shangzhi development InvestmentCo., Ltd. project investment, 73 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders propertyagency Shenzhen ChinaMerchants Property Leasingof Grade1 Shenzhen 2,500 self-owned 2,500.00 100.00 100.00 Yes Notapplicable Notapplicable Xin‘an Properties development properties Co., Ltd. Shenzhen Meilun Hotel ManagementCo., Runningof Ltd. (former industries, Grade2 Shenzhen Investment 1,000 domestic 1,000.00 100.00 100.00 Yes Notapplicable Notapplicable Shenzhen City Home Court commerce InvestmentCo., Ltd.) Shenzhen CM Property Real-estate operation, Property Grade2 Shenzhen agency 200 information & 200.00 100.00 100.00 Yes Notapplicable Notapplicable ConsultancyLtd. service consulting Indoorgolfcourt, ShenzhenTaige Propertyrental, Apartment restaurant, Grade2 Shenzhen Hotelservice 100 shopping mall, 100.00 100.00 100.00 Yes Notapplicable Notapplicable ManagementCo., Ltd. salesofwater supplyfacilities Shenzhen CM Industrial Anye Investment investment, Grade2 Shenzhen Investment 1,000 domestic 510.00 51.00 51.00 Yes -3,675,674.18 1,956,598.86 Development Co., Ltd. commerce Construction Shenzhen CM engineering, Property Construction Co., Grade2 Shenzhen 15,000 decoration, 15,000.00 100.00 100.00 Yes Notapplicable Notapplicable development elevator, air Ltd. conditioner 74 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders maintaining,sales ofconstruction materials Developingof commercial Shenzhen CM property, Property operation, Commerce Grade2 Shenzhen 18,000 management, 9,180.00 51.00 51.00 Yes 72,526,869.69 2,599,711.91 development Development Ltd. leasing, investmentin industry Shenzhen Hotel Shekou SeaWorld Hotel management, Grade2 Shenzhen 3,000 exportofgoods 1,530.00 51.00 51.00 Yes 13,485,457.44 619,815.83 HotelManagement management Co., Ltd. and technologies Property developmentand operation, propertyagency, Shenzhen Jinyu property RongtaiInvestment Property management, Grade2 Shenzhen 3,000 design and 1,500.00 50.00 50.00 Yes 15,025,299.11 Notapplicable Development Co., development Ltd. constructionof indoorand outdoor decoration engineering Property Shenzhen developmentand Merchant Property Grade2 Shenzhen 1,000 operation, 1,000.00 51.00 51.00 Yes NotApplicable Construction Co., development propertyagency, Ltd etc. Shenzhen Grade2 Shenzhen 1,400 Property 1,400.00 100.00 100.00 Yes Notapplicable Notapplicable Property Pingshan CM development, 75 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders PropertyCo., development sales,and services Ltd.(Note4) Guangzhou Property WanshangProperty Property Grade2 Guangzhou 10,000 developmentand 3,400.00 34.00 51.00 Yes 61,052,266.77 641,658.91 Development Co., development sales Ltd. Specialized Guangzhou Property property ChinaMerchants Grade2 Guangzhou 20,000.00 20,000.00 100.00 100.00 Yes Notapplicable Notapplicable development development, Real-estate Co., Ltd. leasingand sales Development, construction, rentaland salesofblocksof Property 368,009,452.9 Jiulongcang Grade2 Foshan development USD9,990 ―yangfanggang‖, 4,995.00 50.00 50.00 Yes 5 1,180,939.41 PropertyCo., Ltd. Nongchan Village Committee, ShishanTown Office, Nanhai District,Foshan Foshan CM Property Property XinchengHi-Tech Grade2 Foshan 1000 development, 1,000.00 100.00 100.00 Yes Notapplicable Notapplicable development Co., Ltd. sales,and services Foshan Property USD Property 1,056,884,939. XinchengProperty Grade3 Foshan USD12,700 development, 50.00 50.00 Yes Notapplicable development 6,350 23 Co., Ltd. sales,and services 76 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders Property USD FoshanXinjie Property Grade3 Foshan USD21,980 development, 100.00 100.00 Yes Notapplicable Notapplicable PropertyCo., Ltd. development 21,980 sales,and services Property FoshanSunde development, Evian Desheng Property Grade4 Foshan 1,000 operation and 1,000.00 100.00 100.00 Yes Notapplicable Notapplicable PropertyCo., development propertyagency Ltd.(Note3) etc. Property FoshanYiyun development, Property Property Grade3 Foshan 3,000 construction,sales, 1,500.00 50.00 50.00 Yes 8,683,062.11 1,873,854.17 Development Co., development rent,and property Ltd. management Zhuhai CM Property Property Property Grade2 Zhuhai 800 developmentand 800.00 100.00 100.00 Yes Notapplicable Notapplicable Development Co., development sales Ltd. Zhuhai Property Property YuanfengProperty Grade2 Zhuhai 800 developmentand 408.00 51.00 51.00 Yes 81,686,639.65 Notapplicable South China development Co., Ltd. sales Developmentof Hainan CM tourismprojects, Ocean Property 800,109,601.7 Grade1 Qionghai 200,000 commercial 200,000.00 60.00 60.00 Yes 7,496.30 Development Co., development 4 projects,hotel Ltd. management CMProperty Property Property North China Development Grade1 Beijing 3000.00 developmentand 3000.00 100.00 100.00 Yes Notapplicable Notapplicable development (Beijing)Ltd. sales 77 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders Property development, China interior MerchantsJiaming Property decoration,sales 660,554,389.1 (Beijing)Property Grade2 Beijing 35,000 17,500.00 50.00 50.00 Yes Notapplicable development ofconstruction 2 Development Co., material,import Ltd. and exportof technologies Property development, Beijing salesofits KangladeProperty Property products,hotel Grade2 Beijing 38,000 22,800.00 60.00 60.00 Yes 112,241,192.90 21,895,914.13 Development Co., development development, Ltd. import& export ofgoodsand technologies Tianjing Property Property ZhaoshengProperty Grade1 Tianjin 3,000 development, 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable development Co., Ltd. sales,and services Tianjin China Property Property Merchants Grade2 Tianjin 4,000 development, 3,000.00 75.00 75.00 Yes 14,505,307.05 12,596.84 development PropertiesCo., Ltd. sales,and services Property Tianjin development, GangweiProperty Property sales,leasing, Grade3 Tianjin 3,000 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable Development Co., development management and Ltd. information service North China Qingdao Grade2 Qingdao Property 1,000 Property 1,000.00 100.00 100.00 Yes Notapplicable Notapplicable 78 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders Zhongrunde development developmentand PropertyCo., Ltd. operation management, property management, construction installation and construction decoration Developmentof (G-2012-030) propertyproject on theblockeast ofNo.48 line, southof Tongshun Road, west ofHexin Qingdao Haide Road, and north Property Property ofHaiyueRoad USD Grade4 Qingdao USD4,000 100.00 100.00 Yes Notapplicable Notapplicable Development Co., development underplanning, 2,700 Ltd. sales and rentalof commercial housing,property services,design and construction ofindoorand outdoor decoration engineering EastChina Shanghai China Grade2 Shanghai 3,000 Property 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable Property Merchants developmentand 79 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders PropertiesCo., Ltd. development salesof construction materials Property management, decoration, Shanghai CM consultancy, Property Property Grade2 Shanghai USD62 propertyfacility USD 62 100.00 100.00 Yes Notapplicable Notapplicable ManagementCo., management sales, Ltd. maintenance, propertyleasing and agency Property development, Shanghai CM interior Property MinshengProperty Grade2 Shanghai 3,000 decoration, 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable development Ltd. trade of construction materials Property development, Shanghai CM interior Property FengshengProperty Grade2 Shanghai 3,000 decoration, 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable development Ltd. trade of construction materials Shanghai China Property Property Merchants Grade2 Shanghai 3,000 development, 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable development Real-estatesCo., Ltd. sales,and services 80 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders Property Shanghai development,rent Jingyuan Property Property ofproperties, 147,637,025. Grade3 Shanghai 55,500 30,525.00 55.00 55.00 Yes 340,767.84 Development Co., development property 16 Ltd. management, interiordecoration Property developmentand operation, property management, rentalof self-possessed Shanghai CM housing,indoor Property HongfaProperty Grade3 Shanghai 3,000 and outdoor 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable development Co., Ltd. decoration and design service, commercial information consultation, parkinglot management service CMProperty Property Property Development Grade2 Nanjing 3,000 development, 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable development (Nanjing)Ltd. sales,and services NanjingCM Property Property Property management, Grade2 Nanjing 500 500.00 100.00 100.00 Yes Notapplicable Notapplicable ManagementCo., management decoration, Ltd. consultancy, 81 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders propertyfacility sales, maintenance, propertyleasing and agency Property development, NanjingChina property Merchants Property Grade3 Nanjing 3,000 management, 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable RuishengProperty development project Co., Ltd. investment, propertyagency Property development, China property MerchantsProperty Property Grade1 Zhenjiang 5,000 management, 5,000.00 100.00 100.00 Yes Notapplicable Notapplicable Development development project (Zhenjiang)Co., Ltd. investment, propertyagency Property development, Zhenjiang property USD YingshengProperty Property Grade3 Zhenjiang USD11,800 management, 100.00 100.00 Yes Notapplicable Notapplicable Development Co., development 11,800 project Ltd. investment, propertyagency Zhenjiang Development and Nanshan Innovation Property constructionofthe Grade2 Zhenjiang 5,000 3,000.00 60.00 60.00 Yes Notapplicable Notapplicable IndustrialPark development industrialpark, Development Co., sales and rentalof 82 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders Ltd. (Note5) housing China Property MerchantsProperty Property development, Grade1 Suzhou 3,000 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable Development development operation and (Suzhou)Co., Ltd. sales Suzhou CM Property Property 157,461,506.7 Nanshan Property Grade1 Suzhou 10,000 development, 6,000.00 60.00 60.00 Yes Notapplicable development 2 Co., Ltd. sales,and services Property developmentand operation, property information Suzhou CM Property consultation, YonghuafuProperty Grade2 Suzhou 3,000 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable EastChina development housingrental, Co., Ltd. indoordecoration, property management parkinglot management. Property Suzhou developing, sales, USD Property 920,447,403.0 Shuanghu Property Grade2 Suzhou USD24,400 and after-sale 50.00 50.00 Yes Notapplicable development 24,400 0 Co., Ltd. serviceswithin the authorized land Suzhou CM Property Property development, Yishanjun Property Grade2 Suzhou 3,000.00 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable development sales,and related Co., Ltd. (Note6) after servicein the 83 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders authorized block Property developmentand operation, property management, rentalof China self-possessed MerchantsProperty housing,indoor Property Development Grade1 Changzhou 3,000 and outdoor 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable development (Changzhou)Co., decoration and Ltd. design service, commercial information consultation, parkinglot management service Dalian Zhaoyu Property Property Northeast PropertyCo., Ltd. Grade3 Dalian 3,000 development, 1,530.00 51.00 51.00 Yes 14,270,864.22 429,135.87 development (Note2) sales and services Property development, Chengdu China project Property MerchantsBeihu Grade1 Chengdu 5,000 investment, 5,000.00 100.00 100.00 Yes Notapplicable Notapplicable development Southwest PropertyCo., Ltd. propertyagency, and management service Grade1 Chengdu 1,000 Property 1,000.00 100.00 100.00 Yes Notapplicable Notapplicable Chengdu CM Property development, 84 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders PropertyCo., Ltd. development property management, project investment, propertyagency Property development, Chengdu CM project BeichengProperty Property Grade2 Chengdu 1,000 investment, 1,000.00 100.00 100.00 Yes Notapplicable Notapplicable Development Co., development propertyagency, Ltd. and management service Property development, CMProperty Property Grade1 Chongqing 3,000 leasingof 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable (Chongqing)Ltd. development self-owned properties Property China development, MerchantsProperty Property internaldecoration Development Grade1 Chongqing 3,000 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable development service,tradeof (Chongqing)garden construction CityCo., Ltd. materials Chongqing Developing, ChinaMerchants Property leasing,salesand USD Grade5 Chongqing USD53,400 100.00 100.00 Yes Notapplicable Notapplicable Land Development development managementof 53,400 Co., Ltd. property China Property Property Southwest MerchantsProperty Grade1 Guizhou 3,000 investmentand 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable development Development(Bijie sales,property 85 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders Guizhou)Co., Ltd. agencyservice, propertyservice, design and constructionof indoorand outdoor decoration engineering Investmenton property, housing rental,property service,design and construction China ofindoorand MerchantsShangzhi Property Grade2 Guizhou 2,000 outdoor 2,000.00 100.00 100.00 Yes Notapplicable Notapplicable (BijieGuizhou) development decoration.The InvestmentCo., Ltd. main business plateofthe Companyis investmenton property. Property BijieCM management, Property Property Grade2 Guizhou 300 salesofproperty 300.00 100.00 100.00 Yes Notapplicable Notapplicable ManagementCo., management equipment, Ltd. on-siterepair Fujian Property Xiamen and Zhongliansheng Property development, Grade1 Xiamen 5,000 2,500.00 50.00 50.00 Yes 32,812,977.61 Notapplicable Zhangzhou Property development propertyrentand Development Co., sales,property 86 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders Ltd. management, construction works,interior decoration,rentof construction equipment Property development, housingrental and sales,property China service, MerchantsProperty Property constructionof Grade1 Xiamen 5,000 5,000.00 100.00 100.00 Yes Notapplicable Notapplicable Development development construction (Xiamen)Co., Ltd. engineering, indoordecoration service, salesof construction materials Property development, China property MerchantsProperty Property Grade1 Wuhan 3,000 management, 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable Development development project (Wuhan)Co., Ltd. investment, Central China propertyagency Wuhan CM Property Property Property management, Grade2 Wuhan 500 decoration, 500.00 100.00 100.00 Yes Notapplicable Notapplicable ManagementCo., management Ltd. consultancy, propertyfacility 87 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders sales, maintenance, propertyleasing and agency Developmentof propertyprojects, sales and rentalof commercial WuhanXinde housing,property USD Property Property Grade4 Wuhan USD9,800 service,design 100.00 100.00 Yes Notapplicable Notapplicable Development Co., development 9,800 and construction Ltd. ofindoorand outdoor decoration engineering Developmentof propertyprojects, sales and rentalof commercial Wuhan housing,property USD AomingProperty Property Grade4 Wuhan USD9,800 service,design 100.00 100.00 Yes Notapplicable Notapplicable Development Co., development 9,800 and construction Ltd. ofindoorand outdoor decoration engineering Wuhan Mingjie Developmentof Property Property propertyprojects, USD Grade4 Wuhan USD7,906 100.00 100.00 Yes Notapplicable Notapplicable Development Co., development sales and rentalof 7,906 Ltd. commercial 88 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders housing,property service,design and construction ofindoorand outdoor decoration engineering Property BijieChina management, MerchantsProperty Property Grade2 Guizhou 300 salesofproperty 300.00 100.00 100.00 Yes Notapplicable Notapplicable ManagementCo., management equipment, Ltd. on-siterepair Huipeng Property Property Hong Property 121,580,370.1 Grade2 HKD1 development, HKD 0.5 50.00 50.00 Yes Notapplicable Development Co., Kong development 9 sales,and services Ltd. Yingze Hong Development Co., Grade3 Investment HKD1 Investment HKD1 100.00 100.00 Yes Notapplicable Notapplicable Kong Ltd. Leyi British Overseas ShareholdingCo., Grade2 Virgin Investment USD0.01 Investment USD0.01 100.00 100.00 Yes Notapplicable Notapplicable Ltd. Islands British Yungao Co., Grade2 Virgin Investment USD0.01 Investment USD0.01 100.00 100.00 Yes Notapplicable Notapplicable Ltd. Islands British JumboPacificH USD Grade2 Virgin Investment USD0.0001 Investment 100.00 100.00 Yes Notapplicable Notapplicable oldingLimited 0.0001 Islands 89 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders British UnionBloomLi Grade3 Virgin Investment USD0.01 Investment USD0.005 51.00 51.00 Yes 854,752.32 Notapplicable mited Islands British VastJointLimite Grade3 Virgin Investment USD0.01 Investment USD0.005 51.00 51.00 Yes -13,743.07 3,189.36 d Islands Property management, decoration, CMProperty consultancy, Hong Property Management(HK) Grade2 HKD1 propertyfacility HKD1 100.00 100.00 Yes Notapplicable Notapplicable Kong management Ltd. sales, maintenance, propertyleasing and agency Cleaningservice, engineering KollMerchants Hong Property Grade3 HKD0.1 maintenance and HKD0.1 100.00 100.00 Yes Notapplicable Notapplicable Limited Kong management repairservice, generaltrade Property CMKProperty management, Overseas Hong Property ManagementCo., Grade3 HKD10 salesofproperty HKD10 100.00 100.00 Yes Notapplicable Notapplicable Kong management Ltd. equipment, on-siterepair Aoming Hong Development Co., Grade3 Investment HKD0.01 Investment HKD0.01 100.00 100.00 Yes Notapplicable Notapplicable Kong Ltd. Mingjie Grade3 Hong Investment HKD0.01 Investment HKD0.01 100.00 100.00 Yes Notapplicable Notapplicable 90 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders Development Co., Kong Ltd. Xinde Hong Development Co., Grade3 Investment HKD0.01 Investment HKD0.01 100.00 100.00 Yes Notapplicable Notapplicable Kong Ltd. British Chenghui Grade3 Virgin Investment USD0.01 Investment USD0.01 100.00 100.00 Yes Notapplicable Notapplicable InvestmentCo., Ltd. Islands Jihong Hong InternationalCo., Grade3 Investment HKD1 Investment HKD1 100.00 100.00 Yes Notapplicable Notapplicable Kong Ltd. Jianli Hong InternationalCo., Grade3 Investment HKD1 Investment HKD1 100.00 100.00 Yes Notapplicable Notapplicable Kong Ltd. MaoshengCo., Hong Grade3 Investment HKD0.01 Investment HKD0.01 100.00 100.00 Yes Notapplicable Notapplicable Ltd. Kong Hong YuyueCo., Ltd. Grade4 Investment HKD0.0002 Investment 0.0002 100.00 100.00 Yes Notapplicable Notapplicable Kong British Yinrong Co., Grade3 Virgin Investment USD0.01 Investment 0.068 50.00 50.00 Yes 110,554,073.48 Notapplicable Ltd. Island Overseas Huiju British USD ShareholdingCo., Grade2 Virgin Investment USD0.0002 Investment 100.00 100.00 Yes Notapplicable Notapplicable 0.0002 Ltd. Island Li Bang British USD ShareholdingCo., Grade2 Virgin Investment USD0.002 Investment 100.00 100.00 Yes Notapplicable Notapplicable 0.0002 Ltd. Island 91 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Actual Minor Amount of minor capital Share shareholders’ shareholders’ Area Name of the Company Grade Reg.Add. Business Registered capital BusinessScope input as of proportion Voting power Consolidated? equity atthe equity used to offset property (RMB0,000) end of term (%) (%) end of the the gain/lossof (RMB term minor 0,000) shareholders British USD Juyang Co., Ltd. Grade2 Virgin Investment USD0.0002 Investment 100.00 100.00 Yes Notapplicable Notapplicable 0.0002 Island British Huihao Co., USD Grade2 Virgin Investment USD0.0002 Investment 100.00 100.00 Yes Notapplicable Notapplicable Ltd. 0.0002 Island British USD Huiyu Co., Ltd. Grade2 Virgin Investment USD0.0002 Investment 100.00 100.00 Yes Notapplicable Notapplicable 0.0002 Island Zengtian British USD ShareholdingCo., Grade2 Virgin Investment USD0.0002 Investment 100.00 100.00 Yes Notapplicable Notapplicable 0.0002 Ltd. Island 92 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Note 1: In January 2013, the Company and Zhenjiang Communications Investment Construction Development Company jointly contributed capital to establish Zhenjiang Nanshan Creative Industrial Park Development Co., Ltd. The Company contributed RMB 30 million, holding 60% equity capital. The Company consolidated this company.. Note 2: In January 2013, the subsidiary company of the Company Shenzhen CM Property Co., Ltd. And Shenzhen Zhongrun Tongda Property Development Co., Ltd. jointly contributed capital to establish Shenzhen CM Shekou Construction Co., Ltd. Shenzhen CM Property contributed RMB 5.1 million, holding 51% equity capital. The Company consolidated this company. . Note 3: In February 2013, the subsidiary company of the Company Tianjin Zhaosheng Property Co., Ltd. and Dalian Haoyu Investment Co., Ltd. jointly contributed capital to establish Dalian Zhaoyu Property Co., Ltd. Tianjin Zhaosheng Contributed RMB 15.3 million, holding 51% equity capital of it. The Company consolidated this company. Note 4: In March 2013, the Company contributed RMB 14 million to establish Shenzhen Pingshan CM Property Co., Ltd., holding 100% equity capital of it. The Company consolidated this company. Note 5: In April 2013, the subsidiary company of the Company China Merchants Property Development (Suzhou) Co., Ltd. contributed RMB 30 million to establish Suzhou CM Yishanjun Co., Ltd., holding 100% equity capital of it. The Company consolidated this company. Note 6: In May 2013, the subsidiary company of the Company Guangzhou CM Property Co., Ltd. contributed RMB 10 million to establish Foshan Shunde Evian Desheng Property Co., Ltd., holding 100% equity capital of it. The Company consolidated this company. (II) Changes of the scope of consolidation if the consolidated financial statements of the year 1. Companies brought into the scope of consolidation in the year Reason for Sharehold bringing into the ing Net assets at the end Net profit of the Name of the company scope of proportio of the term year consolidation n (%) 93 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Reason for Sharehold bringing into the ing Net assets at the end Net profit of the Name of the company scope of proportio of the term year consolidation n (%) Newshareholding Dalian Zhaoyu PropertyCo., Ltd. 51.00 29,124,212.52 -875,787.48 subsidiary Newshareholding Shenzhen CM Shekou Construction Co., Ltd. 51.00 10,014,556.31 14,556.31 subsidiary Foshan Shunde Evian Desheng Property Co., Newshareholding 100.00 9,998,842.10 -1,157.90 Ltd. subsidiary Newshareholding Suzhou CMYIshanjunPropertyCo., Ltd. 100.00 29,661,480.14 -338,519.86 subsidiary Newshareholding ShenzhenPingshan CM PropertyCo., Ltd. 100.00 13,926,868.50 -73,131.50 subsidiary 2. Companies not brought into the scope of consolidation in the year Net profit Reason for not from the Shareholdi Net assets on bringing into the beginning of Name of the ng the disposal scope of the period to company proportion day consolidation the disposal (%) day Shenzhen CM Overseas The control right has Chinese City Investment 50.00 895,760,354.68 124,516,417.07 changed Co., Ltd. (Note) Note: Considering experiences of the other shareholder —Shenzhen CM Overseas Chinese City Investment Co., Ltd., in operation and management of large comprehensive community, after discussion of both shareholders, Overseas Chinese City Property is now responsible for the operation, management and control of the project thereafter. Because the control right has changed, since April 1st , 2013, the company is in the scope of consolidation financial statements, and the company becomes an associated of the Company. (III) There was no enterprise merger in this period and in the previous year (IV) Conversion of foreign currency statements Currency Balance sheet Profit statement 94 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) HKD 0.7966 0.8044 V. Notes to the main items of the consolidated financial statements For the data of the financial statements disclosed below, except those specially notes, terms are by the meaning of ―beginning of the term‖ refers to January 1, 2013, ―end of the term‖ refers to June 30, 2013, ―this term‖ refers to January 1, 2013 to June 30, 2013, ―same period of last year‖ refers to January 1, 2012 to June 30 2012, and the currency unit is RMB Yuan. 1. Monetary capital Closingamount Openingamount Conver Conver Item sion sion Originalcurrency ConvertedtoRMB Originalcurrency ConvertedtoRMB exchan exchan gerate gerate Cashonhand 70,056.51 203,589.82 RMB 66,469.12 1.0000 66,469.12 194,214.86 1.0000 194,214.86 HKD 4,503.38 0.7966 3,587.39 11,561.18 0.8109 9,374.96 Bankdeposit 22,769,980,996.30 17,102,255,183.52 RMB 20,458,681,846.46 1.0000 20,444,647,980.53 16,101,503,948.61 1.0000 16,101,503,948.61 HKD 324,565,155.86 0.7966 258,548,603.16 358,806,381.23 0.8109 290,965,220.50 USD 332,230,169.24 6.1787 2,052,750,546.68 112,924,350.01 6.2855 709,786,014.41 Other monetary 688,521,549.71 1,136,813,474.59 capital RMB 688,521,549.71 1.0000 688,521,549.71 1,129,333,729.59 1.0000 1,129,333,729.59 USD 1,190,000.00 6.2855 7,479,745.00 Total 23,458,572,602.52 18,239,272,247.93 Note: In other monetary capital, the balance of the unearned sales is supervised according to Regulations on the Supervision of Pre-Sale Capital, which is RMB 688,521,549.71; and the amount of the currency with limited purpose is RMB 76,793,612.00. 95 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) 2.Notes receivable (1) Categories of notes receivable Categories Closing amount Opening amount Bank acceptance 2,947,367.39 5,748,800.00 Trade acceptance Total 2,947,367.39 5,748,800.00 (2) The closing notes receivable have no acceptance bill of pledge, discount and endorsement. 3. Accounts receivable (1) Categories if accounts receivable Category Closingamount Openingamount Book balance Baddebtpreparation Book balance Baddebtpreparation Amount Proportion Amount Countin Amount Proporti Amount Countin (%) gand on(%) gand drawing drawing proporti proporti on(%) on(%) Accounts receivableof significant single-item amountandwith 5,103,149.70 6.21 5,103,149.70 100.00 single-item countedand drawnbaddebt preparaton Accounts receivableof insignificant single-item amountbutwih 6,621,006.88 8.06 4,957,608.78 74.88 single-item countedand drawnbaddebt preparaton Accounts receivablei accordancewith portfolocounted anddrawnbad debtpreparation Portfolio1 23,547,038.83 28.67 0.00 0.00 94,344,063.99 53.75 9,479,852.52 10.05 Portfolio2 46,856,869.41 57.05 3,994,995.82 8.53 81,166,515.78 46.25 3,931,564.52 4.84 Subtotalof 70,403,908.24 85.72 3,994,995.82 5.67 175,510,579.77 100.00 13,411,417.04 7.64 portfolos 96 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Total 82,128,064.82 100 14,055,754.30 175,510,579.77 100 13,411,417.04 The Company changed the bad debt estimation accounting method since the ending of the report period, and the change caused an increase of about RMB 870,000.00of accounts receivable bad debt counted and drawn amount during the report period. 1)Overall ageing of the accounts receivable Closing amount Opening amount Book balance Book balance Age Propor Bad debt Propor Bad debt Amount tion preparation Amount tion preparation (%) (%) Within 1 66,834,422.44 1,841,570.75 156,087,371.13 88.93 2,558,411.64 81.38 year 1-2 years 3,385,954.02 2,058,124.39 8,307,742.64 4.73 1,818,101.90 4.12 2-3 years 3,739,196.30 3,650,965.20 4,281,696.90 2.44 3,870,306.00 4.55 Over 3 8,168,492.06 6,505,093.96 6,833,769.10 3.90 5,164,597.50 9.95 years Total 82,128,064.82 100 14,055,754.30 175,510,579.77 100 13,411,417.04 2) In the portfolios, the accounts receivable and bad debt are prepared in accordance with aging analysis method Age Closing amount Opening amount Book balance Book balance Propor Bad debt Propor Bad debt Amount tion preparation Amount tion preparation (%) (%) Within 1 42,605,998.61 90.93 1,160,185.75 80,099,727.25 98.69 3,227,989.09 year 1-2 years 1,659,787.04 3.54 331,957.41 145,812.44 0.18 14,581.24 2-3 years 176,462.20 0.38 88,231.10 213,435.20 0.26 64,030.56 Over 3 2,414,621.56 5.15 2,414,621.56 707,540.89 0.87 624,963.63 years 97 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Age Closing amount Opening amount Book balance Book balance Propor Bad debt Propor Bad debt Amount tion preparation Amount tion preparation (%) (%) Total 46,856,869.41 100 3,994,995.82 81,166,515.78 100 3,931,564.52 (1) During the report period, due to the partial recovery of the accounts receivable of bad debt estimates, the recovered bad debt is RMB 573,799. (2) At the end of the period, there are no debts from shareholder holding over (including) 5% voting power shares of the Company. (3) Top five units with the largest amounts of accounts receivable Age Proportion in Property Relation Creditor’ s Name of total of the with the Amount rights unit the unit receivables accounts Company (%) CM Jiaming Within 1 Building (Beijing) year 14.97 sales Third Property Client I 12,293,464.00 money party Development Co., Ltd. CM Property Within 1 Property Third Management Co., Client II 8,665,162.62 year 10.55 managem party Ltd. ent fee Chengdu CM Within 1 Building Third Property Co., Ltd. Client III 6,711,647.39 year 8.17 sales party money Shenzhen CM Within 1 Power fee Third Power Supply Client IV 5,103,149.70 year 6.21 party Co., Ltd. Tonic Industries Within 1 Trade Holdings Limited Third year 5.73 income Client V 4,701,863.08 party Total 37,475,286.79 45.63 4. Prepaid accounts (1) Age of prepaid accounts Closing amount Opening amount Item Amount Proportion Amount Proportion (%) (%) 98 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Within 1 year 8,161,580.60 100.00 8,287,184.01 100.00 Total 8,161,580.60 100.00 8,287,184.01 100.00 (2) The closing prepaid accounts do not include any debt from the shareholder who has over 5% (including 5%) voting power shares of the Company. 5. Other receivables (1) Categories of other receivables Closingamount Openingamount Bookbalance Baddebtpreparation Bookbalance Baddebtpreparation Category Counting Counting and Proportion Proporti anddrawing Amount Amount drawing Amount Amount (%) on(%) proportion proportion (%) (%) Otherreceivablesof significantsingle-iem amountandwith 11,270,000.00 0.10 11,270,000.00 100.00 single-itemcountedand drawnbaddebt preparaton Otherreceivablesof insignificantsingle-item amountbutwih 3,580,645.87 0.03 1,251,753.62 34.96 single-itemcountedand drawnbaddebt preparaton Otherreceivablesi accordancewith portfolocountedand drawnbaddebt preparaton Portfolio1 11,676,462,534.22 99.32 0.00 8,151,209,418.45 99.40 5,920,777.53 0.07 Portfolio1 65,459,185.47 0.56 11,581,286.10 17.69 45,145,079.06 0.60 6,942,147.06 15.38 Subtotalofportfolos 11,741,921,719.69 99.87 11,581,286.10 0.10 8,196,354,497.51 100 12,862,924.59 0.16 Total 11,756,772,365.56 100 24,103,039.72 8,196,354,497.51 100 12,862,924.59 The Company changed the bad debt estimation accounting method since the beginning of the report period, and the change caused an increase of about RMB 1.54 million of other receivables bad debt during the report period.1) In the portfolios, the accounts receivable and bad debt are prepared in accordance with aging analysis method 99 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Closing amount Opening amount Propor Propo Age Bad debt Bad debt Amount tion Amount rtion preparation preparation (%) (%) Within 1 50,142,874.57 76.60 1,220,564.56 27,917,804.16 61.84 1,157,877.68 year 1-2 years 3,872,614.99 5.92 774,523.00 4,288,414.95 9.50 428,841.50 2-3 years 3,714,994.77 5.68 1,857,497.40 10,404,902.95 23.05 3,121,470.88 Over 3 7,728,701.14 11.81 7,728,701.14 2,533,957.00 5.61 2,233,957.00 years Total 65,459,185.47 100.00 11,581,286.10 45,145,079.06 100 6,942,147.06 (1) During the report period, due to the recovery of the other receivables of bad debt, the recovered bad debt is RMB 2,569,639. (2) At the end of the period, there are no debts from shareholder holding over (including) 5% voting power shares of the Company. (3) Top five units with the most amounts of other receivables Proportion in total amount Relation Name of the of other Property or with the Amount Age unit receivables content Company (%) Deposit land Within Client I Third party 1,855,231,000.00 auction earnest half a year 15.78 money Correspondence of Within 2 Client II Third party 1,333,584,095.33 the cooperative years 11.34 parties Correspondence of Within 2 Client III Third party 1,050,000,000.00 the cooperative years 8.93 parties Deposit land Within half Client IV Third party 1,000,000,000.00 auction earnest a year 8.51 money Correspondence of Within half Client V Third party 958,088,500.30 8.15 the cooperative a year parties 100 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Proportion in total amount Relation Name of the of other Property or with the Amount Age unit receivables content Company (%) Total 6,196,903,595.63 52.71 (4) Accounts of the associated parties receivable Proportion Relation with the accounting for in Name of the unit Amount Company the sum of other receivables (%) Beijing Guangying Property Cooperative 878,104,033.48 Development Co., Ltd. enterprise 7.47 Foshan CM Longyuan Property Co., Cooperative 673,226,819.21 Ltd. enterprise 5.73 Shanghai Xinnanshan Property Associated 181,438,008.42 Development Co., Ltd. enterprise 1.54 Shenzhen Nanshan Property Under the control of 107,938,507.84 Development Co., Ltd. the same Group 0.92 Associated Jones Tech Limited 63,269,739.71 enterprise 0.54 Associated Holly Profit Limited 72,599,422.24 enterprise 0.62 Total 1,976,576,530.90 16.82 6. Inventory (1) Categories of inventory Closingamount Openingamount Item Bookbalance Pricedroppreparation Bookvalue Bookbalance Pricedroppreparation Bookvalue Property 64,454,154,172.93 72,000,000.00 62,489,673,827.72 62,910,239,897.15 368,210,000.00 62,542,029,897.15 development cost Property development 8,020,957,057.87 320,333,032.19 ,593,104,370.89 11,290,417,525.17 206,493,032.19 11,083,924,492.98 products Raw materials 3,775,604.33 3,775,604.33 7,389,048.21 7,389,048.21 Low-value 5,551,458.88 162,981.66 5,388,477.22 4,759,616.43 162,981.66 4,596,634.77 consumables Total 72,484,438,294.01 392,496,013.85 72,091,942,280.16 74,212,806,086.96 574,866,013.85 73,637,940,073.11 101 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) (2) Inventory composition Increased this Decreased this Item Opening figure Ending figure year year Property 62,910,239,897.15 8,861,849,904.44 9,210,415,973.87 62,561,673,827.72 development cost Property development 11,290,417,525.17 8,793,308,090.50 10,170,288,212.59 9,913,437,403.08 products Raw materials 7,389,048.21 1,099,214.00 4,712,657.88 3,775,604.33 Low-value 4,759,616.43 3,913,591.31 3,121,748.86 5,551,458.88 consumables Total 74,212,806,086.96 17,660,170,800.25 19,388,538,593.20 72,484,438,294.01 (3) Propertydevelopmentcost: Project name Start time Planned Expected Opening Ending balance completion total balance time investment RMB0’000 Development cost of real estate under construction: Haerbin Notting Hill April2012 April2015 347,581 921,586,898.98 995,171,922.02 Beijing Park.1872 January2006 July2014 422,646 1,317,812,839.82 399,469,439.82 Beijing Conrad Hotel April2009 January2013 120,419 903,304,663.56 0.00 Beijing Xicheng January2008 June2015 408,328 1,070,885,449.18 1,295,075,449.18 Homestead and Longyuan Tianjin Beikenshan August2012 October2015 512,700 1,861,879,170.47 1,945,929,170.47 Project Tianjin Yiyunjun May2011 February2015 133,329 321,105,199.71 375,116,099.71 Tianjin Star City January2007 July2014 356,494 759,295,816.69 861,395,816.69 Qingdao LAVIE April2012 July2014 67,665 637,113,174.68 723,922,574.68 Commune( former Chengyang District Project) Shanghai Haide Garden May2006 February2014 183,812 1,081,736,114.89 1,194,687,414.89 Shanghai Hongyue December2012 August2014 144,300 895,913,993.26 1,041,554,900.00 Huating Shanghai Sheshan October2010 December2014 303,342 1,417,579,036.86 1,553,681,736.86 Longyuan Project Shanghai CM Bay May2011 June2014 139,059 1,011,213,032.27 783,133,232.27 Garden Phase 4-7 Nanjing December2012 May2015 315,026 1,979,792,978.04 2,099,094,578.04 Yonghuafu( former Longyuan Project) Nanjing Zijinshan No.1 December2011 August2013 234,919 758,574,389.01 894,101,589.01 Suzhou Yonghuafu March 2013 December2014 121,246 0.00 96,328,000.00 Phase 1 Suzhou CM Yishanjun June2013 June2015 170,000 0.00 319,363,000.00 102 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Changzhou Park 1872 February2013 May2015 0.00 0.00 121,961,079.69 Suzhou Yongjingwan March 2011 December2014 339,234 758,426,624.12 873,316,524.12 Suzhou Xiaoshicheng March 2010 November2015 485,432 1,903,656,583.88 1,433,987,883.88 Phase 1-10 Zhenjiang Beiguwan May2011 December2015 621,044 3,718,180,565.68 1,630,521,965.68 Phase 1 and 2 Foshan Evian February2011 October2013 188,732 816,889,187.63 0.00 Shangcheng Phase 2 and 3 Foshan Evian Tianhui February2011 July2014 238,612 1,853,826,581.22 2,045,507,481.22 Foshan Evian February2013 July2015 92,160 0.00 217,097,220.00 International Foshan Evian Xicheng October2012 April2015 27,466 98,766,132.28 136,894,657.87 Phase 2 Foshan Evian Xicheng December2010 December2013 70,849 589,067,134.69 614,826,500.84 Phase 1 Guangzhou Donghui March 2012 December2013 81,541 501,633,643.90 571,393,643.90 City Block B Phase 1 Guangzhou Donghui September December2015 109,728 478,912,193.13 550,832,193.13 City Block B Phase 2 Guangzhou Donghui December2012 December2016 109,815 469,695,405.94 532,555,405.94 City Block B Phase 3 Guangzhou Jinshan July2009 November2019 670,181 994,924,450.50 1,046,991,850.50 Valley Phase 3 Bid 2 to Phase 9 Shenzhen Chuanhou January2012 June2013 45,546 315,444,138.73 0.00 Square Shenzhen Chuanwei January2012 June2013 44,355 310,827,137.81 0.00 Square Shenzhen Sea World March 2011 June2013 39,056 300,721,937.21 0.00 Chuanqian Square Shenzhen Sea World December2010 May2013 81,209 393,841,738.71 503,329,200.00 Hotel Shenzhen Sea World May2013 May2015 113,969 0.00 13,866,500.00 Museum Shenzhen Sea World Feburary2013 July2013 12,918 48,677,798.86 126,050,000.00 Center Square Shenzhen Financial January2013 December2015 188,942 0.00 857,080,907.23 Center Phase 2 Shenzhen Pingshan April2013 November2015 322,408 0.00 24,282,100.00 Garden City Shenzhen Jinxiu December2011 June2014 96,890 493,291,709.16 636,541,709.16 Guanyuan Shenzhen CM Jinhai May2011 December2013 328,268 1,781,133,329.40 1,925,743,329.40 (former Jingshan Phase 9) Shenzhen Woods May2010 June2013 75,530 600,483,590.84 695,100,000.00 Apartment Shenzhen Xicheng February2010 June2013 117,267 417,107,883.37 0.00 Phase 5 (Note 1) Shenzhen Yihai City November2011 January2014 735,678 3,391,412,164.87 3,553,362,400.00 Shenzhen CM Guoling May2010 June2013 143,588 1,011,457,417.66 0.00 Garden 103 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Shenzhen CM Square May2010 March 2013 142,073 979,241,139.72 1,047,956,639.72 Zhuhai CM Garden City December2009 August2013 151,667 1,048,047,147.34 1,100,898,647.34 Phase 2-3 Wuhan Yonghuafu July2011 September 99,183 747,642,304.26 797,024,000.00 Wuhan Moshui Lake March 2012 December2015 373,771 1,591,462,010.86 1,633,193,210.86 Block A Xiamen Haide Park May2011 October2013 141,784 735,960,773.75 747,317,273.75 Phase 1 Xiamen Haide Park March 2013 June2015 91,572 0.00 486,021,280.09 Phase 2 Xiamen Sea May March 2011 June2014 256,949 1,135,901,179.42 1,261,453,479.42 Flower Zhangzhou Kadakaisi May2010 December2020 332,501 996,617,103.26 1,058,805,503.26 Zhangzhou Kadakaisi July2011 June2013 16,852 146,068,168.67 0.00 Meilun Mountain Villa and Apartment Zhangzhou CM Garden July2008 April2013 65,806 188,111,987.35 196,684,987.35 City Zhangzhou CM Holiday June2010 December2014 44,205 181,922,265.61 197,098,665.61 365 Guizhou Bijie CM April2012 December2014 30,000 274,214,602.24 366,283,500.00 Garden City Guizhou Bijie CM April2012 October2014 90,972 186,568,666.02 237,893,800.00 Garden City Area AB Yunnan Chengtou May2013 March 2015 301,881 0.00 514,800,483.00 Haigongguan Phase 1 Chongqing Changjiahui May2011 December2019 1,281,749 4,328,065,650.40 4,409,418,300.00 (former Danzishi Project) Chongqing Garden City August2011 June2015 425,195 1,474,108,871.21 1,661,061,971.21 (Phase 2, 3) Chongqing Jiangwan January2009 February2013 46,653 466,523,600.00 0.00 City (Phase 4) Chongqing Jiangwan January2009 October2013 43,261 181,512,344.39 243,637,044.39 City (Phase 5) Chengdu CM May2011 July2015 390,465 1,428,532,996.87 1,616,386,896.87 Yonghuafu Others 65,086,741.54 173,279,223.25 Subtotal 52,612,257,864.04 49,777,666,182.32 Property planned development land: Shenzhen Yuer Village 270,500,204.12 270,500,204.12 Shenzhen Sea World May2013 May2015 113,969 11,049,579.82 0.00 Museum Shenzhen Sea World July2013 February2016 1,203,461 2,724,661,013.54 2,741,371,013.54 Residence Shenzhen Financial January2013 December2015 188,942 961,880,807.23 0.00 Center Phase 2 Shenzhen Pingshan April2013 November2015 322,408 1,224,000,000.00 1,224,000,000.00 Garden Foshan Evian February2013 July2015 92,160 198,405,020.00 0.00 International 104 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Foshan Evian Xicheng May2013 January2015 48,096 127,543,220.75 127,543,220.75 Phase 3 Foshan Evian Xicheng January2014 September2015 37,925 135,743,591.10 135,743,591.10 Phase 4 Foshan Evian Xicheng May2013 September2015 29,373 149,055,852.75 149,055,852.75 Phase 5 Foshan Shunde Evian July2013 December2015 290,593 0.00 1,320,672,092.00 Desheng Hainan Boao Project December2013 Notdetermined 447,534 800,449,000.00 824,754,200.00 Dalian Qixianling July2013 June2016 135,000 0.00 518,128,000.00 Yunnan Haigongguan Notdetermined Notdetermined 301,881 0.00 678,415,935.51 Phase 2 and 3 Qingdao Haide Garden May2013 October2014 43,000 97,243,519.06 98,846,100.00 Changzhou Park 1872 February2013 May2015 67,308 553,128,937.55 457,966,989.70 Suzhou Yonghuafu March 2013 December2014 29,643 692,324,205.17 713,024,205.17 Phase 2 Zhenjiang Beiguwan Notdetermined Notdetermined 299,195 0.00 1,383,648,334.71 Phase 3-5 Xiamen Haide Park March 2013 June2015 91,572 485,897,280.09 0.00 Phase 2 Wuhan Moshui Lake July2014 April2016 226,219 919,503,851.95 922,529,251.95 Block B Wuhan Moshui Lake July2015 December2018 323,490 1,217,096,154.10 1,217,808,654.10 Block C Subtotal 10,568,482,237.23 12,784,007,645.40 Total 62,910,239,897.15 62,561,673,827.72 Note 1: Shenzhen Xicheng Project is the development project of the former subsidiary company of the Company Shenzhen CM Overseas Chinese City Invetsment Co., Ltd., which is not in the scope of consolidation as of April 1, 2013. Therefore, the closing development cost balance does not include the project. For the details, see ―Annotation IV(II). Companies not in the Scope of Consolidation in the Year‖. Property development products Completion Opening Borrowing party Lending party in Project name Closing amount date amount in this period this period Beijing Park 1872 Phase June 2011 57,021,852.39 1,054,700,000.00 867,271,040.99 244,450,811.40 1-2 Beijing Longyuan Phase 1 June 2012 345,113,564.37 56,440,000.00 147,270,000.00 254,283,564.37 Beijing Xicheng Homestead September 2010 118,817,095.64 40,170,000.00 17,400,000.00 141,587,095.64 Beijing Conrad Hotel January 2013 0.00 903,304,663.56 903,304,663.56 0.00 Tianjin Xikang Road No.36 November 2009 2,274,142.55 0.00 244,300.00 2,029,842.55 Tianjin Yonghuafu Project October 2012 339,366,166.54 8,003,300.00 113,291,100.00 234,078,366.54 Tianjin Diamond Hill Phase August 2012 673,443,130.54 0.00 246,710,000.00 426,733,130.54 1 105 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Shanghai Haide Garden December 2010 105,954,185.96 0.00 7,650,900.00 98,303,285.96 No.1 Section Shanghai Sheshan January 2012 1,025,001,421.53 0.00 105,663,200.00 919,338,221.53 Longyuan Project Phase 1 Shanghai CM bay Garden June 2011 98,787,011.79 262,580,900.00 157,907,700.00 203,460,211.79 Phase 1-3 Shanghai CM Yonghuayuan August 2011 15,679,168.00 0.00 0.00 15,679,168.00 Phase 1-3 Nanjing Evian Xigu October 2010 10,474,266.25 0.00 0.00 10,474,266.25 Nanjing Zijinshan No.1 November 2012 1,038,109,119.93 0.00 451,153,600.00 586,955,519.93 Phase 1 Zhenjiang Beibuwan Phase March 2013 0.00 526,794,245.29 410,576,455.60 116,217,789.69 1 Suzhou Xiaoshicheng Phase June 2012 27,506,878.65 880,056,200.00 721,791,900.00 185,771,178.65 4 Suzhou Xiaoshicheng Phase December 2010 1,335,770.41 0.00 0.00 1,335,770.41 1-3 Suzhou Yongjingwan May 2012 526,338,585.89 5,994,200.00 104,850,900.00 427,481,885.89 Shenzhen CM Guanyuan January 2012 581,919,045.17 0.00 167,730,000.00 414,189,045.17 Shenzhen CM Guoling June 2013 0.00 1,281,220,000.00 1,149,230,000.00 131,990,000.00 Garden Shenzhen Haiyue Huating September 2009 6,388,730.11 0.00 0.00 6,388,730.11 Shenzhen Lanxi Valley June 2007 11,885,082.62 0.00 0.00 11,885,082.62 Phase 2 Shenzhen Lanxi Valley May 2011 6,158,353.51 6,210,000.00 9,890,000.00 2,478,353.51 Phase 3 Shenzhen Woods Apartment May 2010 695,100,00.00 695,100,000.00 Shenzhen Sea World June 2013 0.00 346,730,138.73 0.00 346,730,138.73 Chuanhou Square Shenzhen Sea World June 2013 0.00 341,905,537.81 0.00 341,905,537.81 Chuanwei Square Shenzhen Sear World June 2013 0.00 362,676,500.00 0.00 362,676,500.00 Chuanqian Square Shenzhen Xicheng Phase 6 September 2012 438,288,442.55 0.00 438,288,442.55 0.00 Shenzhen Xicheng Phase 4 June 2011 210,918,780.33 0.00 210,918,780.33 0.00 Shenzhen Xicheng Phase 5 May 2012 953,579,344.42 0.00 953,579,344.42 0.00 Shenzhen Yishanjun Phase October 2009 13,440,925.00 0.00 0.00 13,440,925.00 2-3 Shenzhen Yongjingwan August 2012 244,957,912.30 0.00 146,990,000.00 97,967,912.30 Shenzhen CM Lanyuan October 2010 15,080,694.02 0.00 0.00 15,080,694.02 Foshan Evian Shangcheng October 2012 872,838,690.48 959,345,900.00 754,092,300.00 1,078,092,290.48 Phase 2 Foshan Evian Shangcheng August 2011 139,215,821.72 0.00 0.00 139,215,821.72 Phase 1 106 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Foshan Evian Shui‘an September 2012 983,168,156.08 0.00 886,720,100.00 96,448,056.08 Phase 3 Foshan Evian Shui‘an January 2012 254,604,072.91 0.00 79,010,000.00 175,594,072.91 Phase 4 Foshan Evian Shui‘an April 2011 32,945,191.02 0.00 1,311,500.00 31,633,691.02 Phase 1-2 Guangzhou Jinshan Valley January 2010 21,732,195.63 0.00 0.00 21,732,195.63 Phase 2 Guangzhou Jinshan Valley May 2010 126,262,623.08 0.00 0.00 126,262,623.08 Phase 3 Bid 1 Guangzhou Jinshan Valley July 2012 74,559,161.66 0.00 0.00 74,559,161.66 Phase 4 Guangzhou Jinshan Valley June 2013 0.00 144,667,700.00 144,667,700.00 0.00 Phase 8 Zhuhai CM Garden City March 2012 287,287,709.91 0.00 35,047,500.00 252,240,209.91 Phase 1 Zhuhai CM Garden City January 2013 0.00 154,854,636.44 88,252,085.14 66,602,551.30 Phase 2 and 3 Xiamen haide Park Phase 1 December 2012 328,357,543.00 115,243,200.00 57,512,800.00 386,087,943.00 Villa Xiamen may Flower Phase December 2012 387,717,497.75 4,288,700.00 272,843,900.00 119,162,297.75 1 Block 3-4 Zhangzhou Kadakaisi Meilun Valley and July 2011 0.00 146,068,168.67 0.00 146,068,168.67 Apartment Zhangzhou CM Garden December 2011 21,641,906.17 0.00 10,132,200.00 11,509,706.17 City Zhangzhou CM Holiday December 2011 43,854,213.96 0.00 16,907,900.00 26,946,313.96 365 Phase 1 Zhangzhou CM Kadakaisi December 2011 50,779,715.18 0.00 17,554,800.00 33,224,915.18 Phase 1 Chengdu Dongcheng September 2012 74,731,573.48 2,230,500.00 9,805,800.00 67,156,273.48 International Chengdu Yonghuafu Phase September 2012 119,683,400.37 0.00 44,898,700.00 74,784,700.37 1 Chongqing Garden City December 2012 411,530,952.83 0.00 94,513,400.00 317,017,552.83 Phase 1 Chongqing Jiangwancheng December 2010 15,845,295.90 0.00 0.00 15,845,295.90 Phase 2 Chongqing Jiangwancheng September 2012 123,120,901.45 466,523,600.00 325,305,200.00 264,339,301.45 Phase 3-5 Chongqing Jiangwancheng November 2009 46,938,981.09 0.00 0.00 46,938,981.09 Phase 1 Others 5,762,251.03 28,200,000.00 33,962,251.03 Total 11,290,417,525.17 8,793,308,090.50 10,170,288,212.59 9,913,437,403.08 (4) Inventory revaluation estimation Item Opening amount Increased this year Decreased this year Closing amount 107 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Other Transferred-ba transferred ck -out Property 368,210,000.00 -296,210,000.00 72,000,000.00 development cost Property development 206,493,032.19 296,210,000.00 182,370,000.00 392,333,032.19 products Low-value 162,981.66 162,981.66 consumables Total 574,866,013.85 182,370,000.00 392,496,013.85 Note 1: In 2008, according to the market condition at that time, the subsidiary company of the Company, Foshan Xinjie Property Co., Ltd. revalued its invenstory to RMB 182,370,000.00 for the Foshan Evian Shangcheng Project. At the end of this report period, according to the current market price and actual sales condition of Evian Shangcheng, the company determined that it is unnecessary to write-off the inventory value after testing the realizable net value of the project. Therefore, in this period, it is revalued in full amount. (5) Inventory price drop preparation counting and drawing Reason for Proportion of the amount transferred- of the transferred-back in Item Basis for counting and drawing back in this this year accounting for year in the inventory closing balance Property The book amount is lower than the None development cost estimated recoverable amount According to the market condition According to Property at that time, the book value is the market development 14.98% higher than the estimated price products recoverable amount condition Low-value The book amount is lower than the None consumables estimated recoverable amount (6)In the property development cost, the interest expenditure of accumulative capitalization is RMB 1,484,036,284.95, and the interest expenditure accounted into the property development cost in the year is RMB 415,466,833.7.(7) The inventories used for mortgage are as follows: A. The subsidiary company of the Company CM Jiaming (Beijing) Property Development Co., Ltd. signed mortgage contract with the bank, mortgaged to the bank with the land using right of part of the project (Block CY-09, Dongxiaokou Town, Changping District) of Beijing Xicheng Homestead occupying an area of 106,700 square meters and got a loan of RMB 300,000,000.00. 108 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) B.The Subsidiary company of the Company Qingdao Zhongrunde Auto Trade Co., Ltd. got a loan of RMB 199,000,000.00 with the land of CMZhongrunde Airport Business Garden Phase 1 (the corresponding land using right certificate is QFDQSZ No.20081844) and construction in process (the corresponding right certificate is QFDJSZ No. 201274753). C. The subsidiary company of the Company Fengyang Property development Co., Ltd. got a loan credit limit of RMB 222,000,000 from the bank with the land using right of an area of 202,760 square meters in block 4/19, Street 9, Yanghang Town, Baoshan District, Shanghai and the construction in process with a building area of 52,249 square meters on the block as the mortgage, and it has extracted a loan amount of RMB 58,400,000 now. D. The subsidiary company of the Company Tianjin CM Taida Investment Co., Ltd. mortgaged to the bank with the land using right certificate of FDZJZ No.114051200156, got a loan limit of RMB 250,000,000, and it has extracted RMB 57,215,946.75 now. Up till June 30, 2013, except the above-mentioned mortgage maters, the property inventory of the Company has no other mortgage guarantee and has no construction stop and uncompleted project.(8) Up till June 30, 2013, the land reserve area of the Company is 8.6738 million square meters, and the land cost amount is RMB 13,083,505,869.22. 7. Other current assets Item Closing amount Opening amount Property Operation tax and 1,565,209,370.71 1,628,732,751.40 Prepaid tax surcharges prepaid Prepaid income tax 400,233,902.17 650,461,689.23 Prepaid tax Prepaid landVAT(Note) 945,428,987.12 526,737,961.72 Prepaid tax Others 26,779,791.28 12,337,541.63 Prepaid other taxes Total 2,937,652,051.28 2,818,269,943.98 Note: For the property sales income collected prior to finishing of construction, the Company pays Land VAT at legal portion and accounts 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. 109 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) 8. Long-term receivables Item Closing amount Opening amount Entrusted loan - 49,721,270.00 Total - 49,721,270.00 Note: The long-term receivable is the entrusted loan provided by the subsidiary company of the Company Shenzhen CM Property Co., Ltd. to the associated company Huizhou Taitong Property Investment Co., Ltd. through Shenzhen Shekou Branch of Bank of China according to RMB Entrusted Loan Contract. Up till June 30, 2013, Huizhou Taitong Property Investment Co., Ltd. had repaid the entrusted loan in full amount. 9、Long-term equity investment (1) Classification of long-term equity investment Item Closing amount Opening amount Long-term equity investment calculated according to cost method Long-term equity investment calculated according to equity method 1,519,198,350.32 1,083,249,770.92 Total of long-term equity investment 1,519,198,350.32 1,083,249,770.92 Less: Long-term equity investment impairment preparation Value of long-term equity investment 1,519,198,350.32 1,083,249,770.92 (2) Long-term equity investment calculated according to equity method Name of the Shareholding Voting power Investmentcost Openingamount Increase Decrease Closingamount Cash invested unit proportion (%) proportion (%) dividend Calculated according to equitymethod Shanghai 20.00 20.00 60,000,000.00 98,000,000.00 38,000,000.00 60,000,000.00 Xinnanshan Property Development Co., Ltd. CM Guangming 49.00 49.00 196,000,000.00 168,472,474.97 1,290,760.00 167,181,714.97 Science and Technology Park 110 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Co., Ltd. Beijing 34.00 34.00 5,000,000.00 4,736,375.82 1,258,825.00 2,044,883.47 3,950,317.35 Guangying Property Development Co., Ltd. Beijing CM 49.00 49.00 490,000.00 2,440,567.51 30,278.76 - 2,470,846.27 Tianping Property Management Co., Ltd. Shenzhen CM 50.00 50.00 2,500,000.00 3,445,566.66 62,212.24 680,271.71 2,827,507.19 Overseas Chinese City Property Management Co., Ltd. Tianjin Xinghai 45.00 45.00 6,750,000.00 97,270,125.58 - - 97,270,125.58 Property Development Co., Ltd. Shenzhen TCL 40.00 40.00 42,010,652.00 191,473,257.88 12,617,820.16 204,091,078.04 Optical-Electronic s Technologies Ltd. Huizhou Taitong 49.00 49.00 25,484,900.00 20,076,394.26 - 20,076,394.26 Property Investment Co., Ltd. (Note1) Shenzhen Dehan 70.00 50.00 14,000,000.00 13,550,204.74 140,203.81 13,410,000.93 Investment Development Co., Ltd. Guangzhou 51.00 50.00 350,000,000.00 315,280,885.53 1,889,728.08 - 317,170,613.61 Panyu Innovation Science and technology Park Co., Ltd. Shanghai Ledu 33.33 33.33 66,660,000.00 168,489,639.40 5,185,519.88 173,675,159.28 PropertyCo.,Ltd. JonesTechLimite 49.00 49.00 309.92 6,689.11 - - 6,689.11 d HollyProfitLimite 49.00 49.00 309.92 7,589.46 - - 7,589.46 d Shenzhen CM 50.00 50.00 50,000,000.00 787,758,677.14 310,621,968.38 477,136,708.52 310,621,96 Overseas Chinese 8.60 City Property Development Co.,Ltd. (Note2) Foshan CM 50.00 50.00 50,000,000.00 Longyuan PropertyCo.,Ltd. Total 906,896,171.84 1,083,249,770.92 808,803,061.03 372,854,481.63 1,519,198,350.32 310,621,96 8.60 Note 1:In November 2009, the subsidiary company of the Company Shenzhen CM 111 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Property Co., Ltd. and Shenzhen TCL Property Co., Ltd. jointly contributed capital to establish Huizhou Taitong Property Investment Co., Ltd. (referred to as ―Taitong Property‖ in brief).Shenzhen CM Property holds a proportion of 49% of the shares and developed Huizhou Jiangbei Project. In the project report for approval process, as the Huizhou Municipal Commission of Housing and Urban Rural Development and Land and Resources Bureau had disagreement on the function of Taitong property development block, Huizhou Land Reserve Center take back the land. Taitong Property did not recover the interest of the capital occupied by the project, causing the corresponding loss exceeding the book net assets, and the long-term equity investment of the Company on Taitong Property was reduced to zero. Note 2: See Annotation IV (II), 2 (3) Basic financial information of cooperative enterprises and associated enterprises Share Votin holdi g Closing liability Closing net Sum of operating Net profit in the Name of the ng power Closing assets sum sum assets sum income in the year year invested unit propo propo rtion rtion (%) (%) Cooperative enterprises Shenzhen Dehan Investment 70.00 50.00 19,359,230.08 202,085.88 19,157,144.20 -200,291.15 Development Co., Ltd. Foshan CM Longyuan 50.00 50.00 774,082,104.60 672,924,222.36 101,157,882.24 757,270.62 Property Co., Ltd. Beijing Guangying Property 34.00 34.00 2,528,718,003.55 2,482,460,455.10 46,257,548.45 - -6,012,371.86 Development Co., Ltd. Shenzhen CM Overseas Chinese City 50.00 50.00 12,835,528.49 7,398,630.61 5,436,897.88 11,899,075.68 124,424.49 Property Management Co., Ltd. Associated enterprises Guangzhou Panyu Innovation 51.00 51.00 639,732,420.65 66,503,349.52 573,229,071.13 28,400,546.67 3,718,985.46 Science and Technology Park Co., Ltd. 112 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Share Votin holdi g Closing liability Closing net Sum of operating Net profit in the Name of the ng power Closing assets sum sum assets sum income in the year year invested unit propo propo rtion rtion (%) (%) Huizhou Taitong Property 49.00 49.00 150,231,930.48 111,118,285.63 39,113,644.85 -57,083,808.35 Investment Co., Ltd. Shanghai Xinnanshan Property 20.00 20.00 1,260,452,768.90 968,554,602.46 291,898,166.44 -6,166,595.87 Development Co., Ltd. CM Guangming Science and 49.00 49.00 647,689,045.42 306,502,027.23 341,187,018.19 12,742,062.00 -2,634,359.33 Technology Park Co., Ltd. Beijing CM Tianping Property 49.00 49.00 5,284,636.76 303,768.70 4,980,868.06 4,461,106.50 61,793.38 Management Co., Ltd. Tianjin Xinghai Property 45.00 45.00 256,947,558.05 25,232,859.77 231,714,698.28 - Development Co., Ltd. Shanghai Ledu Property Co., 33.33 33.33 1,484,144,249.76 965,845,169.39 518,299,080.37 225,359,075.00 22,859,522.91 Ltd. JonesTechLimite 49.00 49.00 61,820,834.30 61,807,494.58 13,339.72 -20,496.11 d HollyProfitLimit 49.00 49.00 68,000,984.70 67,985,849.30 15,135.40 -22,545.72 ed Shenzhen TCL Optical-Electroni 40.00 40.00 1,045,869,864.68 349,947,698.13 695,922,166.55 95,738,450.30 31,544,550.40 cs Technologies Ltd. Shenzhen CM Overseas Chinese City 50.00 50.00 3,019,886,259.13 2,592,272,766.45 427,613,492.68 1,054,991,542.87 277,613,492.67 Property Development Co., Ltd. 10. Investment property (1) Investment property measured according to cost Increased this Decreased Closing amount Item Opening amount year this year Original price 4,347,138,687.70 869,122.00 11,547,157.75 4,336,460,651.95 Houses and buildings 3,025,915,189.70 11,547,157.75 3,014,368,031.95 113 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Increased this Decreased Closing amount Item Opening amount year this year Land using right 1,321,223,498.00 869,122.00 1,322,092,620.00 Accumulative depreciation and 1,229,802,703.46 86,753,150.88 1,150,353.59 1,315,405,500.75 accumulative amortization Houses and buildings 1,041,996,453.70 57,989,550.96 1,150,353.59 1,098,835,651.07 Land using right 187,806,249.76 28,763,599.92 216,569,849.68 Book net value 3,117,335,984.24 3,021,055,151.20 Houses and buildings 1,983,918,736.00 1,915,532,380.88 Land using right 1,133,417,248.24 1,105,522,770.32 Impairment preparation Houses and buildings Land using right Book value 3,117,335,984.24 3,021,055,151.20 Houses and buildings 1,983,918,736.00 1,915,532,380.88 Land using right 1,133,417,248.24 1,105,522,770.32 Note 1: Accumulative depreciation and accumulative amortization are increasing in the year, and accrued amount is RMB 86,753,150.88 this year. Note 2: Up till June 30, 2013, the Group had investment property with a net value of RMB 478,651,470.87 that had no property right certificate, mainly including Zhangzhou Ziweiyuan Phase 1, Jinshan Valley Phase 2 Business, Meilun Apartment and 北科创业大厦 etc., and the property right certificates are in the process of obtaining. Note 3: Up till June 30, 2013, there was no investment property used for mortgage. 11. Fixed assets (1) Details table of fixed assets 114 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Item Opening amount Increased this year Decreased this Closing amount year Original price 1,182,036,756.81 769,068,044.59 1,791,908,017.51 159,196,783.89 Houses and 1,171,099,019.15 379,918,768.98 135,643,450.17 1,415,374,337.96 buildings Machine 1,413,141.00 227,304,296.17 8,297,581.55 220,419,855.62 equipment Transportatio 6,159,345.47 77,504,791.68 4,278,128.64 79,386,008.51 n equipment Office 3,365,251.19 84,340,187.76 10,977,623.53 76,727,815.42 equipment Accumulative 40,984,586.80 333,873,066.83 31,981,526.31 342,876,127.12 depreciation Houses and 27,468,018.08 88,538,442.71 17,079,794.05 98,926,666.74 buildings Machine 5,598,759.84 149,448,071.21 6,519,402.83 148,527,428.42 equipment Transportatio 3,506,372.54 44,727,402.63 3,601,970.78 44,631,804.39 n equipment Office 4,411,436.14 51,159,150.28 4,780,358.65 50,790,227.77 equipment Book net 435,194,977.76 1,449,031,890.39 value Houses and 291,380,326.27 1,316,447,671.22 buildings Machine 77,856,224.96 71,892,427.40 equipment 115 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Transportatio 32,777,389.05 34,754,204.12 n equipment Office 33,181,037.48 25,937,587.65 equipment Impairment preparation Houses and buildings Machine equipment Transportatio n equipment Office equipment Book value 435,194,977.76 1,449,031,890.39 Houses and 291,380,326.27 1,316,447,671.22 buildings Machine 77,856,224.96 71,892,427.40 equipment Transportatio 32,777,389.05 34,754,204.12 n equipment Office 33,181,037.48 25,937,587.65 equipment (2)In January 2013, Beijing Conrad Hotel Co., Ltd. turned the completed Conrad Hotel from property inventory to fixed asset, the amount of the fixed asset is RMB 1,161,293,186.62, and from February to June, the accumulative accrued depreciation was RMB 21,774,247.25. 116 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) (3)Up till June 30, 2013, the Group still have property right certificates for the houses and buildings with an original value of RMB 83,816,637.06 in the process of obtaining. 12. Construction in process (1) Details table of construction in process Closing amount Opening amount Impai Impair Item rment ment Book balance Book value Book balance Book value prepa prepar ration ation Substation 95,304,349.88 95,304,349.88 85,522,230.19 85,522,230.19 Project Construction 2,936,043.39 2,936,043.39 2,936,043.39 2,936,043.39 Project Total 98,240,393.27 98,240,393.27 88,458,273.58 88,458,273.58 (2) Changes of major construction projects in process Decreased this year Opening Increased this Closing Project name Transferred to Other amount year amount fixed assets decreases Substation Project 85,522,230.19 9,782,119.69 95,304,349.88 Construction 2,936,043.39 2,936,043.39 Project Total 88,458,273.58 9,782,119.69 98,240,393.27 Accumul Proportion ative In it: the Capitalizati of project amount amount of on rate of Capital input Project name Budget figure of interest interest in source accounting interest capitalizatio the year for in the capitaliza n in the year (%) budget (%) tion Substation 200,360,000.0 Self-rais 51.44 Project 0 ed Construction 660,035,400.0 Self-rais 0.44 Project 0 ed 860,395,400.0 Total 51.88 0 117 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) 13. Goodwill Closing Name of the Opening Increased Decreased Closing this year impairment invested unit amount this year amount peparation Tonic Industries 159,560,861.23 159,560,861.23 Holdings Limited Total 159,560,861.23 159,560,861.23 14. Long-term deferred expenses Other Reaso decrea n for Opening Increased this Amortization ses in Closing the Item year the amount other amount in the year year decre ases Expenditure of operating and leasing 210,543,536.60 550,000.00 14,808,011.21 196,285,525.39 fixed assets improvement Others 38,895,156.52 6,823,542.82 4,385,277.28 41,333,422.06 Total 249,438,693.12 7,373,542.82 19,193,288.49 237,618,947.45 15. Deferred income tax assets and deferred income tax liabilities (1) Confirmed deferred income tax assets and deferred income tax liabilities Item Closing amount Opening amount Deferred income tax assets Accrued land VAT 688,025,584.85 914,031,960.23 Accrued expenses 16,473,903.53 20,589,965.05 Estimated liabilities 3,504,252.82 3,504,252.82 Bad debt preparation of other receivables 3,517,361.24 1,592,806.37 Other long-term assets amortization 1,218,876.73 Bad debt preparation of accounts receivable 1,839,070.31 1,209,564.16 Subtotal 713,360,172.75 942,147,425.36 Deferred income tax liabilities 118 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Item Closing amount Opening amount Accrued dividend enterprise income tax (Note) 93,712,503.50 Total 93,712,503.50 1,884,294,850.72 Note: The overseas subsidiary companies of the Company Accrued total of dividend corporate income tax of RMB 93,712,503.50. (2) Details of unconfirmed deferred income tax assets Item Closing amount Opening amount Deductible temporary difference 225,352,620.54 504,593,980.48 Deductible loss 1,554,574,973.92 1,103,153,022.92 Total 1,779,927,594.46 1,607,747,003.40 (3) The deductible loss of unconfirmed deferred income tax assets will be due in the next year Item Closing amount Opening amount Remark 2013 7,913,547.81 7,913,547.81 2014 8,713,793.65 9,070,705.50 2015 71,028,862.57 74,476,260.35 2016 190,762,894.27 200,825,226.11 2017 824,733,924.52 810,867,283.15 2018 451,421,951.00 Total 1,544,574,973.92 1,103,153,022.92 (4) Details of taxable difference and deductible difference items Item Amount Deductible difference item Accrued land VAT 2,752,102,339.40 Accrued expenses 65,895,614.12 Estimated liabilities 14,017,011.28 Bad debt preparation of other receivables 14,069,444.96 Bad debt preparation of accounts receivable 7,356,281.32 119 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Item Amount Deductible loss Subtotal 2,853,440,691.00 Taxable difference item Accrued dividend corporate income tax 374,850,014.00 Subtotal 374,850,014.00 16. Details table of assets impairment Closing Decreased this year amount Opening Increased this Item Other amount year Transfer-back transfe r-out Bad debt 26,274,341.63 15,027,890.39 3,143,438.00 38,158,794.02 Inventory 392,496,013.85 revaluation impairment 574,866,013.85 182,370,000.00 Total 601,140,355.48 15,027,890.39 185,513,438.00 430,654,807.87 17. Short-term loan (1) Categories of short-term loan Loan category Closing amount Opening amount Pledge loan Mortgage loan Guaranteed loan (Note 1) 1,200,000,000.00 850,000,000.00 Credit loan 4,420,000,000.00 1,255,000,000.00 Total 5,620,000,000.00 2,105,000,000.00 Note 1: The subsidiary company of the Company Shenzhen CM Power Supply Co., Ltd. borrowed RMB 1,200,000,000.00 from the bank, and the Company provided the guarantee. 18. Payable notes Note category Closing amount Opening amount Bank acceptance 7,831,556.50 19,151,995.76 120 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Note category Closing amount Opening amount Trade acceptance 49,852,958.83 28,458,666.83 Total 57,684,515.33 47,610,662.59 19. Accounts payable (1) Details of accounts payable Item Closing amount Opening amount Project engineering payable 4,563,180,000.90 6,317,238,323.45 5,360,808,997.86 3,832,498,664.86 5,360,808,997.86 Equity purchase money (Note) 135,650,000.00 70,650,000.00 Others 148,627,524.60 48,201,575.64 Total 8,679,956,190.36 11,796,898,896.95 In it: Over 1 year 849,812,543.11 1,856,114,489.14 Note: The closing unpaid equity acquisition payable does not reach the payment condition stipulated in the related equity transfer agreement, and the payable includes: equity acquisition payable of RMB 70.65 million payable to Shanghai Meiyang Property Co., Ltd. for purchasing Shanghai Fengyang Property Development Co., Ltd.; equity acquisition payable of RMB 65 million payable to Shenzhen Weihui Investment Co., for purchasing Shenzhen CM Runde Property Co., Ltd. (2) Large accounts payable with the age exceeding 1 year are as follows: Repayment amount Name of the unit Closing figure Age Reason fornon-payment afterthe period Did not reach the Haerbin Municipal Land and 230,109,586.89 1-2 years time stipulated in the Resources Bureau contract Project money for Foshan Evian 21,155,160.68 2-3 years Project in progress Shui'an Phase 1 Project money for Foshan Evian 53,064,892.58 1-2 years Project in progress Shui'an Phase 2 Pre-drawn project cost of 36,786,307.31 1-2 years Project in progress Shanghai Yonghuayuan Pre-drawn project cost of Foshan 35,419,143.12 1-2 years Project in progress Ebian Shangcheng Project payable of Shenzhen 22,554,808.22 1-2 years Project in progress Lanyuan Final payment of Shenzhen 18,447,703.44 2-3 years Project in progress 121 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Repayment amount Name of the unit Closing figure Age Reason fornon-payment afterthe period Yishanjun Phase 3 Project money of Tianjin Diamond 21,947,794.77 1-2 years Project in progress Hill Phase 1 Project money of Nanjing Evian 17,650,023.84 1-2 years Project in progress Xigu Did not fulfill the Land price payable by Shanghai 72,450,956.40 2-3 years stipulated payment Fengyang condition Zhangzhou Holiday 365 Phase 1 15,742,514.80 1-2 years Project in progress indoor exquisite decoration Did not fulfill the Shanghai Meiyang Property Co., 70,650,000.00 2-3 years stipulated payment Ltd. condition Did not fulfill the Tianjin Songjiangtuanpo 12,325,332.00 1-2 years stipulated payment Investment development Co., Ltd. condition Zhongjian 3rd Bureau of 11,062,640.50 1-2 years Project in progress Construction Co., Ltd. Total 639,366,864.55 (3) Money payable to the shareholder units holding over (including) 5% voting power shares of the Company in the closing accounts payable. Name of the unit Closing amount Opening amount CM Shekou Industrial Zone Co., Ltd. 3,219,616.80 900,000,000.00 Total 3,219,616.80 900,000,000.00 20. Money collected in advance (1) Money collected in advance Item Closing amount Opening amount Pre-received building sales money 30,796,381,384.42 28,399,846,062.60 Other pre-received money 66,139,289.17 64,120,367.74 Total 30,862,520,673.59 28,463,966,430.34 of which: Over 1 year 2,263,104,885.94 2,962,002,551.39 Note: The unearned receivable is mainly unearnedsales money, and the unearned receivable does not carried over with an age exceeding 1 year of uncompleted buildings. 122 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) (2) The unearned receivable does not include the unearned receivable from the shareholder with more than (including) 5% voting power shares of the Company. (3) The details of the unearned property sales receivable in the unearned receivable are as follows: Estimate Pre-sale d Name of the item Closing figure Opening figure proportion completio (%) n time Beijing Park1872 1,558,094,876.56 3,154,064,691.00 2013 79.42 Beijing Xicheng Homestead and 3,265,178,307.00 2,901,459,060.00 2013 100.00 Longyuan Chengdu Dongcheng International 49,151,498.00 26,330,800.00 Completed 89.34 Chengdu Yonghuafu 987,209,050.20 357,313,345.00 2013 66.65 Foshan Evian Tianhui Phase 1 1,215,036,666.00 6,439,167,896.00 2013 74.22 Foshan Evian Shangcheng Phase 1 14,088,514.74 12,407,243.00 Completed 99.66 Foshan Evian Shangcheng Phase 2 20,658,730.00 841,604,878.00 Completed 98.50 Foshan Evian Shangcheng Phase 3 439,578,170.00 228,738,382.00 2013 44.56 Foshan Evian Shui‘an Phase 1 31,767,357.36 32,607,264.22 Completed 99.85 Foshan Evian Shui‘an Phase 2 35,033,302.00 34,973,024.96 Completed 100.00 Foshan Evian Shui‘an Phase 3 140,960,284.17 1,850,890,613.50 Completed 96.35 Foshan Evian Shui‘an Phase 4 57,648,622.00 188,418,622.00 Completed 65.39 Foshan Evian Xicheng Phase 1 633,340,165.00 415,276,326.00 2013 66.03 Guangzhou Donghui City Block B 759,500,341.00 391,754,210.00 2013 98.25 Phase 1 Guangzhou Jinshan Valley Project 349,167,611.73 679,472,966.00 Completed 60.35 Bijie Garden City Phase 1 Zone D 208,684,140.00 14,786,944.00 2014 47.95 Bijie CM Garden City Convention 83,700,991.00 2014 50.15 Center 41,834,702.00 Haerbin Notting Hill Phase 1 246,905,985.94 134,345,182.98 2013 53.18 Nanjing Evian Xigu 13,374,774.92 15,363,662.92 Completed 100.00 Nanjing Zijinshan No.1 (former 451,250,634.56 356,405,403.70 Completed 73.16 Nanjing G67 Project) Nanjing Yonghuafu 200,916,474.71 2015 22.46 Qingdao (LAVIE Commune) 206,204,351.00 43,515,038.00 2013 26.77 Shanghai Haide Garden Phase 1 650,000.00 0 Completed 100.00 Business Shanghai Haide Garden No.2 Block 437,348,288.00 79,038,219.00 2013 100.00 Phase 1 Shanghai haide Garden Phase 3 21,352,170.00 23,605,652.00 Completed 92.71 Shanghai Haiting Project 229,717,534.00 271,212,217.00 Completed 44.07 Shanghai Sheshan Longyuan Phase 1 26,765,023.00 10,293,698.00 Completed 14.41 Shanghai CM Yonghuayuan Phase 1 27,866,500.00 Completed 100.00 Shanghai CM Yonghuayuan Phase 2 5,135,000.00 Completed 100.00 Shanghai CM Yonghuayuan Phase 3 11,563,700.00 Completed 100.00 Shenzhen Guoling Garden 227,502,917.00 2,358,203,307.90 2013 98.59 123 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Estimate Pre-sale d Name of the item Closing figure Opening figure proportion completio (%) n time Shenzhen Lanxi Valley Phase 2 20,927,053.00 23,839,614.00 Completed 100.00 Shenzhen Woods Apartment 1,089,411,987.00 400,973,143.00 2013 77.69 Shenzhen Jinshan Phase 9 1,045,731,702.00 2014 37.86 Shenzhen Yongjingwan 47,466,061.00 337,120,918.00 Completed 98.78 Shenzhen CM Guanyuan 235,637,538.00 203,949,030.00 Completed 85.73 Shenzhen Yihai City 2,601,469,133.00 1,457,269,767.00 2014 63.57 Shenzhen Xi City 461,482,004 .00 completed 64.02 Suzhou Xiaoshicheng Phase 2-3 2,030,888.00 1,650,772.00 Completed 100.00 Suzhou Xiaoshicheng Phase 4 13,450,663.88 14,453,160.88 Completed 100.00 Suzhou Xiaoshicheng Phase 5 52,076,694.26 644,188,471.00 2013 93.89 Suzhou Xiaoshicheng Phase 6 745,238,721.00 740,216,242.00 2014 99.24 Suzhou Xiaoshicheng Phase 7 494,634,348.00 2014 57.40 Suzhou Yongjingwan Phase 1 32,007,564.00 62,107,900.00 Completed 56.91 Suzhou Yongjingwan Phase 2 223,446,291.00 128,388,995.00 2014 79.48 Suzhou Yongjingwan Phase 3 537,088,560.00 2014 16.89 Suzhou Yonghuafu Phase 1 137,057,240.00 2015 14.38 Tianjin Beikenshan Phase 1 Villa A 254,153,226.00 30,096,975.00 2014 20.45 Tianjin Yiyunjun Phase 1 376,957,561.00 272,839,291.00 2013 77.18 Tianjin Yonghuafu 44,127,043.00 118,291,105.00 Completed 98.74 Tianjin Star City 1,406,798,237.13 1,507,911,417.10 2013 81.44 Wuhan Yonghuafu 786,423,193.00 248,993,182.00 2013 79.03 Xiamen Haide Garden 1,035,134,685.00 582,760,542.00 2014 71.78 Xiamen Sea May Flower 1,859,551,866.57 1,486,326,635.30 2015 70.40 Zhangzhou Garden City Phase 1 1,222,963.20 7,534,141.20 Completed 100.00 Zhangzhou Garden City Phase 2 259,278,916.00 197,846,955.00 2013 99.74 Zhangzhou Holiday 365 Phase 1 48,121,585.00 42,521,192.00 Completed 99.08 Zhangzhou Holiday 365 Phase 2 199,297,476.24 49,559,295.40 2014 90.71 Zhangzhou Kadakaisi Phase 1 99,897,569.07 110,756,087.60 Completed 89.98 Zhangzhou Kadakaisi Phase 2 657,705,560.45 96,640,549.83 2013 91.00 Zhangzhou Kadakaisi Demonstration 163,240.00 53,138,184.68 2013 94.16 Area Apartment Zhenjiang Beiguwan Phase 1 655,010,037.28 805,304,558.90 2013 80.14 Zhenjiang Beiguwan Phase 2 87,660,227.00 2014 9.30 Chongqing Changjiahui Phase 1 939,341,368.01 645,325,350.80 2014 49.21 Chongqing CM Garden City 613,416,282.63 415,620,937.00 2013 33.29 Chongqing CM Jiangwancheng 614,948,328.81 971,786,616.00 2013 91.82 Zhuhai CM Garden City Phase 1 61,722,309.00 79,768,525.00 Completed 76.00 Zhuhai CM Garden City Phase 2 and 980,029,523.00 Completed 90.35 3 1,543,635,119.00 Changzhou Garden City Phase 1 16,045,137.00 2015 8.56 Others 44,609,319.00 23,053,805.73 Total 30,796,381,384.42 28,402,749,707.60 124 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) 21.Wage payable to the employees Opening amount Increased this year Decreased this year Closing amount I. Salary, bonus, subsidies 301,198,403.13 455,884,535.16 618,742,783.51 138,340,154.78 II. Employee welfare fee 22,883,728.74 22,883,728.74 III. Social insurance fee 1,299,788.72 63,749,622.32 63,167,416.29 1,881,994.75 In it: 1.Medical insurance fee 193,510.37 13,848,664.81 13,892,264.26 149,910.92 2.Basic endowment insurance fee 376,137.36 35,196,863.49 34,930,303.94 642,696.91 3. Annual fee payment (supplementing to the endowment insurance) 444,010.83 9,718,167.80 9,376,029.84 786,148.79 4. Unemployment insurance fee 116,895.38 2,411,242.04 2,398,003.22 130,134.20 5.Industrial injury insurance fee 85,571.77 1,256,192.34 1,257,392.96 84,371.15 6.Birth insurance fee 83,663.01 1,306,289.34 1,303,240.32 86,712.03 IV. Housing public accumulation fund 1,232,929.00 18,335,789.00 19,285,748.71 282,969.29 V. Trade union fund and employee education fund 23,424,349.03 10,316,439.00 11,422,927.19 22,317,860.84 VI. Non-monetary welfare 340,531.00 340,531.00 VII. Dismissal welfare and early retirement compensation 1,280,000.00 964,608.00 964,608.00 1,280,000.00 In it: compensation offered due to terminate labor relation 1,280,000.00 952,008.00 2,232,008.00 VIII. Others 5,605,024.24 2,233,165.11 3,742,253.73 4,095,935.62 In it: dividend payment settled in cash Total 334,040,494.12 574,708,418.33 740,549,997.17 168,198,915.28 22. Taxes payable Item Closing amount Opening amount Enterprise income tax 785,631,591.30 1,456,225,181.67 Land VAT 98,281,496.91 228,643,835.33 Operating tax 69,569,538.94 213,733,667.61 Personal income tax 46,345,319.51 9,960,146.29 VAT 2,328,726.49 -2,768,550.18 City maintenance and 5,751,246.47 15,374,675.69 construction tax Land use tax 3,269,435.53 7,173,790.53 Others 18,505,214.31 23,239,606.24 1,029,682,569.46 1,951,582,353.18 Total 125 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) 23. Interest payable Item Closing amount Opening amount Long-term loan interest of installment interest payment and due principal 65,805,599.88 116,181,985.15 repayment Payable interest of short-term loan 2,346,822.14 3,585,837.77 Total 68,152,422.02 119,767,822.92 24. Dividend Payable Name of the unit Closing Opening Reason for amount amount non-payment exceeding 1 year CM Shekou Industrial Zone Co., Ltd. 208,025,795.10 Shenzhen CM Overseas Chinese City 215,517,078.84 Property Co., Ltd. Shenzhen Nanshan Property 64,670,051.82 Development Co., Ltd. Tianjin Senmiao Investment Group Discusswith thecooperativeparty 9,692,329.22 9,692,329.00 Co., Ltd. to suspend payment Shenzhen Huayuan Seafood & Game Pending canceling 285,600.10 285,600.00 Restaurant Total 218,003,724.42 290,165,059.98 25. Other payables (1) Details of other payables are as follows Item Closing figure Opening figure Correspondence with the cooperative 6,452,825,140.55 5,512,860,268.43 companies Correspondence with the associated 1,269,585,346.21 1,232,898,435.23 companies Earnest money 166,168,890.93 304,845,498.21 Agency collected and temporarily 359,434,105.52 1,319,445,449.77 collected money Others 514,072,234.85 132,302,941.45 Total 8,762,085,718.06 8,502,352,593.09 (2) Aging of other account payable is as follows 126 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Item Closing amount Opening amount Total 8,762,199,717.37 8,502,352,593.09 of which: Over 1 year 2,903,445,453.11 2,355,234,416.27 Note: For the large-amount other payables with age exceeding 1 year was mainly the minority shareholders‘ loan. (3) Payable to the shareholder units holding over (including) 5% voting power shares of the Company Name of the unit Closing amount Opening amount CM Shekou Industrial Zone Co., Ltd. 2,097,500.00 Total 2,097,500.00 (4) Large-amount other payables with age exceeding 1 year Item Amount Age Property or content Huidefeng Property Co., Ltd. 215,768,840.24 1-2 years Minority shareholders make advance Tianjin Taida development Co., Ltd. 125,200,000.00 1-2 years Minority shareholders make advance Shenzhen CM Financial Service Co., 101,172,000.00 1-2 years Minority Ltd. shareholders make advance Huidefeng Property Co., Ltd. 491,069,770.95 Over 3 years Minority shareholders make advance Zhuhai City Construction Co., Ltd. 101,021,474.96 Over 3 years The project is not settled Total 1,034,232,086.15 26. Non-current liabilities due in one year (1) Non-current liabilities due in one year Item Closing amount Opening amount Long-term loan due in one year 9,032,245,473.94 7,380,992,296.97 Total 9,032,245,473.94 7,380,992,296.97 (2) Categories of non-current liabilities due in one year 127 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Loan category Closing amount Opening amount Mortgage loan (Note 1) 300,600,000.00 123,110,000.00 Guarantee loan (Note 2) 2,854,734,743.94 3,363,648,021.97 Credit loan 5,876,910,730.00 3,894,234,275.00 Total 9,032,245,473.94 7,380,992,296.97 Note 1: For the details, see ― Annotation V. 6 Inventory (6)‖. Note 2: For the details, see ―Annotation V. 27 Long-term loan Note 1‖. (3) Top 5 units with the most closing amount of non-current liabilities due in one year Loan Loan starting Closing amount ending day day Curre Interest Loan unit Amount of ncy rate Amount of domestic foreign currency currency Financial 1,460,000,000.00 July8,2011 July8,2013 RMB Floating institution 1 Financial December 23, 803,231,000.00 January5, 2010 USD Floating 130,000,000.00 institution 2 2013 Financial 500,000,000.00 August9,2011 August9,2013 RMB Floating institution 3 Financial 500,000,000.00 July15,2011 July14,2013 RMB Floating institution 4 Financial November 16, November 15, 448,000,000.00 RMB Fixed institution 5 2011 2013 Total 3,711,231,000.00 27. Other current liabilities Item Closing amount Opening amount Accrued land VAT (Note 1) 3,763,717,684.55 4,205,770,576.95 Cleaning and safeguarding outsourcing fee 18,673,195.50 17,330,139.00 Expenses of the intermediary institutions 135,000.00 2,617,000.00 Clothing fee 4,322,709.00 2,586,575.00 Water and power fee 2,040,197.65 128 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Item Closing amount Opening amount Expenses to perfect the intelligent system 191,630.15 Deferred income 4,710,020.00 Others 12,501,208.19 23,721,330.05 Total 3,801,581,625.04 4,256,735,641.00 Note 1: The Group accrued land VAT according to GSF[2006] No.187 ―Notice on the Issues Related to Settlement Management of Land VAT of Property Development Enterprises of State Administration of Taxation” issued by State Administration of Taxation and other related provisions, and accounted into the current profit and loss. At the same time, when calculating the income tax expenses of the year, the Group conducted adjustment on the income amount of payable according to the related provisions of the subsidiary companies‘ located area. 28. Long-term loan (1) Categories of long-term loans Loan category Closing amount Opening amount Pledge loan Mortgage loan 314,015,946.75 596,350,000.00 Guarantee loan (Note 1) 11,109,227,900.20 7,334,235,222.21 Credit loan 4,655,100,272.46 5,810,018,350.57 Entrusted loan (Note 2) 830,280,000.00 637,410,300.00 Total 16,908,624,119.41 14,378,013,872.78 Note 1: The details of guarantee loan are as follows: Borrowing unit Closing amount Guarantor Amount of foreign Amount of domestic Currency currency currency China Merchants 2,000,000,000.00 China Merchants Group Co., Ltd. Property Development Co., Ltd. RMB China Merchants 888,500,000.00 CM Shekou Industrial Zone Co., Property Development Ltd. Co., Ltd. RMB China Merchants 920,000,000.00 Shenzhen CM Property Co., Ltd. Property Development Co., Ltd. RMB Shenzhen CM 585,500,000.00 China Merchants Property Property Co., Ltd. RMB Development Co., Ltd. Shenzhen CM 200,000,000.00 Shenzhen CM Property Co., Ltd., Property Co., Ltd. RMB Shekou Industrial Zone Co., Ltd. 129 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Beijing Conrad 264,450,244.18 Shenzhen CM Property Co., Ltd., Property Development Shekou Industrial Zone Co., Ltd. Co., Ltd. RMB Shanghai Jingyuan 334,000,000.00 Shenzhen CM Property Co., Ltd., Property Development Shanghai Vanke Property Co., Ltd. Co., Ltd. RMB Shanghai Jingyuan 448,000,000.00 Shanghai Vanke Property Co., Ltd. Property Development Co., Ltd. RMB 1,100,000,000.00 Guangzhou CM Property Co., Ltd., Foshan Evian Property Jiulongcang Group Co., Ltd. Co., Ltd. RMB Eureka Investment 4,868,815,600.00 China Merchants (Hongkong) Co., Ltd. USD 788,000,000.00 Group Co., Ltd. Eureka Investment 780,668,000.00 China Merchants (Hongkong) Co., Ltd. HKD 980,000,000.00 Group Co., Ltd. Eureka Investment 1,198,667,800.00 China Merchants (Hongkong) Co., Ltd. USD 194,000,000.00 Group Co., Ltd. Shenzhen CM Power 185,361,000.00 China Merchants Group Property Supply Co., Ltd. USD 30,000,000.00 Development Co., Ltd. Shenzhen CM 140,000,000.00 Shenzhen CM Shangzhi Investment Business Development Co., Ltd., Shenzhen Sea Industries Co., Ltd. RMB Development Co., Ltd. 50,000,000.00 Shenzhen CM Property Co., Ltd., Guangzhou Vanke Property Co., Guangzhou Wanshang Ltd., Shanghai Laiyuan Property Property Co., Ltd. RMB Development Co., Ltd. Total 13,963,962,644.18 Of which: current 2,854,734,743.98 liabilities due within one year In the guarantee loan, RMB 2,854,734,743.98 will be due in one year Note 2: According to the Entrusted Loan Contract signed by the subsidiary company,Guangzhou Wanshang Property Co., Ltd. With Hangzhou Hanglong Property Management Co., and Guangzhou Vanke Property Co., Ltd. Hangzhou Hanglong Property Management Co., Ltd. And Guangzhou Vanke Property Co., Ltd. Agreed to entrust the bank to provide entrusted loan of RMB 415,140,000.00 respectively, totaling RMB 830,280,000.00. (2) Top five with long-term loan in the ending amount Closingamount Loan Loanending Interestrate Loanstartingday Currency Amountofdomestic Unit day (%) Amountofforeigncurrency currency According Financial April20,2010 April19,2017 RMB toannual 2,000,000,000.00 institution1 floating Financial April11,2013- June15,2015 USD Floating 180,000,000.00 1,112,166,000.00 institution2 130 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Financial March29,2013 March28,2015 RMB Fixed 1,100,000,000.00 institution3 Financial September26, October17,2011 USD Floating 100,000,000.00 617,870,000.00 institution4 2014 Financial April 29,2013 April 25,2016 USD Floating 100,000,000.00 617,870,000.00 institution5 29. Long-term payables Interest Interest Opening Closing Loan Borrowing unit Period rate that shall amount amount condition (%) be counted Total 83,565,123.00 101,218,943.36 In it: Main partofbuilding repair 83,365,123.00 101,218,943.36 fund Shenzhen CM Chuangye 1,200,000.00 Ltd.,Co. 30. Estimated liabilities Item Opening amount Increased in this Carried over Closing amount period in this period Unsettled lawsuit 14,017,011.26 536,140.63 13,480,870.63 Total 14,017,011.26 536,140.63 13,480,870.63 The estimated liabilities are caused by the property development projects of the subsidiary companies being sued by some owners due to building sales disputes. The Company accrued estimated liabilities according to the compensation amount of the unsettled lawsuit. 31. Other non-current liabilities Item Closing amount Opening amount Hotel project special support fund 14,130,060.00 14,130,060.00 Culture undertaking development special 1,500,000.00 1,500,000.00 fund Deferred rent income 983,380.00 983,380.00 Total 16,613,440.00 16,613,440.00 32. Capital stock 131 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Opening amount Change increase and decrease in the year (+, -) Closing amount Proport Public Item ion (%) Issue accumula Propo Give Other Amount new ted fund Subtotal Amount rtion shares s shares turned to (%) shares I. Shares with sales limiting condition 1. Shares held by the state 2. Shares held by the 693,419,317.00 40.38 693,419,317.00 40.38 state-own ed legal person 3. Shares held by other domestic capital In it: shares held by domestic non-state owned legal person Shares held by domestic natural person 4. Shares held by 197,709,440.00 11.51 197,709,440.00 11.51 foreign capital In it: shares held by 197,709,440.00 11.51 197,709,440.00 11.51 foreign legal person Shares held by the foreign natural person 5. Shares held by the senior 512,851.00 0.03 512,851.00 0.03 managem ent Total of 891,641,608.00 51.92 891,641,608.00 51.92 132 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) shares with sales limiting condition II. Shares without sales limiting condition 1. RMB common 684,267,595.00 39.85 684,267,595.00 39.85 shares 2. Foreign capital shares 141,391,300.00 8.23 141,391,300.00 8.23 listed domestica lly 3. Foreign capital shares listed in foreign countries 4. Others Total of shares without 825,694,895.00 48.08 825,694,895.00 48.08 sales limiting condition Total of 1,717,300,503.0 1,717,300,503.0 100.00 100.00 shares 0 0 133 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) 33. Capital reserve accumulation Decreased Item Opening amount Increased this year Closing amount this year Capital stock 8,272,422,487.12 8,272,422,487.12 premium Original system capital public 104,411,758.00 104,411,758.00 accumulation transferred in Other capital public accumulation (Note 10,092,053.00 235,437,095.10 245,529,148.10 1) Total 8,386,926,298.12 235,437,095.10 0.00 8,622,363,393.22 Note 1: Other capital reserve accumulation increased RMB 235,437,095.10 in this year, including : 1. Dispose equity investment difference of RMB 55,703,911.65 of the subsidiary companies under common control; The long-term investment cost of the Company of the subsidiary companies under common control is larger than the net book assets of the invested unit that shall be offset with the other capital public accumulation. Because such category of companies have been disposed, according to the related provisions of Enterprise Accounting Standard, while the above difference is accounted into the investment income, other capital public accumulation is increased. 2. The investment difference of RMB 179,733,183.45 generated by purchasing the equity of minority shareholders. When the Company purchased the equity of minority shareholders of Shenzhen Meiyue Property Investment Co., Ltd. In the previous year, capital reserve accumulation of RMB 179,733,183.45 was offsetted. During the period of reporting period, The CM Guoling Project developed by the company was completed and transferred, according to the related provisions of explanation No.2 of Enterprise Accounting Standard, while the above difference is accounted into the operating cost of this period, the other capital reserve accumulation is increased. 34. Retained Earnings Item Opening amount Increased this Decreased Closing amount year this year Legal retained earnings 887,660,959.90 887,660,959.90 Free retained earnings 140,120,038.00 140,120,038.00 Total 1,027,780,997.90 1,027,780,997.90 134 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) 35. Undistributed profit Extraction or Item Amount distribution proportion (%) Amount at the end of the previous year 12,173,100,556.73 Plus: opening retaining profit adjustment figure Opening amount of the year 12,173,100,556.73 Plus: Net profit belonging to the shareholders of 2,550,631,034.51 the parent company of the year Less: Extracted legal surplus public accumulation Less: Payable common share dividend 515,190,150.90 Amount at the end of the year 14,208,541,440.34 36. Equity of the minority shareholders Minority Name of the subsidiary company equity ratio Closing amount Opening amount (%) Suzhou Shuanghu Property Co., Ltd. 50 920,447,403.00 892,061,967.18 Hainan CM Ocean Development Co., Ltd. 40 800,109,601.74 800,117,098.04 Foshan Xincheng Property Co. Ltd. 50 1,056,884,939.23 677,634,227.69 CM Jiaming (Beijing) Property 50 660,554,389.12 602,280,853.72 Development Co., Ltd. Shenzhen Vanke Binhai Property Co., Ltd. 50 490,459,843.86 497,418,684.54 Shenzhen CM Overseas Chinese City 50 387,624,764.63 Investment Co., Ltd. Foshan CM Jiulongcang Property Co., Ltd. 50 368,009,452.95 338,234,084.86 Zhangzhou CM Property Development 49 295,102,022.31 295,788,060.93 Co., Ltd. Shanghai Fengyang Property Development 40 295,080,729.41 291,648,802.00 Co., Ltd. Qingdao Zhongrunde Auto Trade Co., Ltd. 49 162,984,315.30 167,238,507.10 Shenzhen CM Runde Property Co., Ltd. 49 150,192,782.82 148,047,111.18 Shanghai Jingyuan Property Development 45 147,637,025.16 147,977,793.00 Co., Ltd. Beijing Conrad Property Development Co., 40 112,241,192.90 134,137,107.03 Ltd. Tianjin CM Taida Investment Co., Ltd. 40 114,940,867.72 117,215,859.41 Suzhou CM Nanshan Property Co., Ltd. 40 157,461,506.72 94,231,312.80 YInrong Co., Ltd. 50 110,554,073.48 75,989,098.44 Zhuhai Yuanfeng Property Co., Ltd. 49 81,686,639.65 81,074,734.77 Haerbin CM Jiatian Property Development 50 67,325,205.25 69,877,327.28 Co., Ltd. Guangzhou Wanshang Property Co., Ltd. 66 61,052,266.77 61,693,925.68 Shekou Xinghua Industries Co., Ltd. 34.93 44,159,339.76 43,400,003.39 Shenzhen CM Business Development Co., 49 72,526,869.69 35,926,581.60 135 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Ltd. Huipeng Property Development Co., Ltd. 50 121,580,370.19 19,159,894.86 Tianjin CM Property Co., Ltd. 25 14,505,307.05 14,517,903.88 Shenzhen Jinyu Rongtai Investment 50 15,025,299.11 15,009,274.13 Development Co., Ltd. Shenzhen Shekou Sea World Hotel 49 13,485,457.44 14,105,273.27 Management Co., Ltd. Foshan Evian Property Co., Ltd. 50 8,683,062.11 10,556,916.28 Beijing CM Property Management Co., 20 4,210,715.84 5,207,373.24 Ltd. Yunnan CM Chengtou Property Co., Ltd. 40 3,610,385.96 3,999,207.44 Tianjin Zhaojiang Investment Co., Ltd. 23 3,038,267.13 3,714,698.54 Fujian Zhongliansheng Property 50 32,812,977.61 2,729,318.77 Development Co., Ltd. Shenzhen Haitao Hotel Co., Ltd. 15 1,853,252.24 1,833,766.31 UnionBloomLimited 49 64,228.91 -572,711.84 VastJointLimited 49 -13,743.07 -10,553.71 Shenzhen CM Anye Investment 49 -3,675,674.18 -1,719,075.32 Development Co., Ltd. Tonic Industries Holdings Limited 29.82 -8,152,765.91 -579,091.83 Shenzhen CM Qile Property Management 40 -1,891,470.52 -1,806,633.29 Co., Ltd. Shenzhen CM Shekou Construction Co., 49 4,907,132.59 Ltd. Dalian Zhaoyu Property Co., Ltd. 49 14,270,864.22 Foshan CM Xincheng Hi-Tech Co., Ltd. 40 3,964,952.83 Zhenjiang Communication investment 40 19,841,148.98 construction development Co., Ltd. Total 6,417,530,235.37 6,045,763,466.00 37. Operating income and operating cost Item Amount in this period Amount in the same period of the previous year Income from Main businesses 16,133,568,321.26 10,080,507,691.00 Cost of main businesses 8,692,511,279.89 5,045,322,607.00 (1) Main businesses—categories by industry Name of Amount in this year Amount in the previous year the industry Operating income Operating cost Operating income Operating cost Property 15,383,731,797.53 8,038,397,888.80 9,456,757,691.00 4,549,582,607.00 industry Public 286,293,107.78 210,341,111.20 295,050,000.00 205,910,000.00 utility Property managem 379,233,415.95 336,412,279.89 328,700,000.00 289,830,000.00 ent 136 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Trade 84,310,000.00 107,360,000.00 business Total 16,133,568,321.26 8,692,511,279.89 10,080,507,691.00 5,045,322,607.00 (2) Operating income of top five clients Proportion accounting for in all the Name of the client Operating income operating income (%) Client 1 23,355,770 0.14% Client 2 23,000,359 0.14% Client 3 22,612,243 0.14% Client 4 22,191,907 0.14% Client 5 22,159,334 0.14% Total 113,319,613.00 0.70% 38. Business taxes and addition taxes Item Amount in this period Amount in the same Calculated payment period of the previous standard year Land VAT 1,682,436,591.33 1,230,612,924.00 Operating tax 791,426,399.15 502,342,782.00 City maintenance 52,105,782.75 22,047,102.00 and construction tax Education fee 38,222,483.89 14,286,626.00 addition Others 15,239,466.65 7,394,636.00 Total 2,579,430,723.77 1,776,684,070.00 39. Sales expenses Item Amount in this period Amount in the same period of the previous year Advertisement promotion expense 159,820,963.51 129,396,538.97 Expenses and commission of sales 36,772,751.27 29,772,481.90 institutions Others 75,426,076.98 72,290,106.13 Total 272,019,791.76 231,459,127.00 40. Management expenses Item Amount in this period Amount in the same period of the previous year Human resources expenses 126,352,153.75 103,341,626.94 Office and administrative expenses 9,529,807.14 9,983,352.37 Expenses of the intermediary institution 29,643,111.36 10,455,817.01 137 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Assets amortization 2,421,823.75 2,319,581.55 Taxes and levies 13,977,283.57 9,003,418.53 Others 50,787,306.44 39,631,368.60 Total 232,711,486.01 174,735,165.00 41. Financial expenses Item Amount in this period Amount in the same period of the previous year Interest expenditure 703,636,382.20 622,475,795.00 Less: Capitalized interest expenditure 415,466,833.70 394,739,403.00 Less: Interest income 110,091,552.79 91,377,849.00 Plus: Exchange loss -137,306,098.33 24,539,671.00 Less: Capitalized exchange difference -16,408,450.00 3,058,265.00 Plus: Other expenditures 16,168,624.01 9,826,925.00 Total 73,348,971.39 167,666,874.00 42. Assets impairment loss Item Amount in this period Amount in the same period of the previous year Bad debt loss 10,003,720.97 363,374.00 Inventory price impairment -182,370,000.00 206,497,854.00 Total -172,366,279.03 206,861,228.00 43. Profit/loss of changes of fair value Item Amount in this period Amount in the same period of the previous year Transactional financial assets 1,584,406.00 of what: Fair value change profit generated by the 1,584,406.00 derivative financial toll Transactional financial liabilities Total 1,584,406.00 44. Investment earnings (1) Source of investment earnings Item Amount in this Amount in the same period period of the previous year 138 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Long-term equity investment profit calculated 336,191,940.58 3,847,469.00 according to equity method Investment profit got by disposing transactional -8,674,906.00 financial assets Long-term equity investment disposal profit and loss -55,703,911.65 Others 1,691,730.00 29,709,121.00 Total 282,179,758.93 24,881,684.00 (2)Long-term equity investment profit calculated according to equity method Amount in this Amount in the Reason for increase and Item period same period of decrease changes of this year the previous year compared to the previous year Total 336,191,940.58 3,847,469.84 In it: Shenzhen TCL 12,617,820.16 9,116,862.84 Profit increase of the invested Optical- Electronics company in this year Technologies Ltd. Shanghai Ledu Property Co., 5,185,519.88 -1,273,999.23 Profit increase of the invested Ltd. company in this year CM Guangming Science and -1,290,760.00 -1,670,150.43 Loss decrease of the invested technology Park Co., Ltd. company in this year Guangzhou Panyu 1,889,728.08 -2,465,616.70 Profit increase of the invested Innovation Science and company in this year Technology Park Co., Ltd. -19,996,271.26 -5,383.28 Loss of the invested company in Huizhou Taitong Property this year Shenzhen Dehan Investment -140,203.81 -126,173.45 339,878,500.00 Profit generated by long-term Shenzhen CM Overseas equity without control right Chinese City measured according to fair value Beijing Tianping Property 30,278.76 59,682.65 Shenzhen Zhaohua Property 62,212.24 212,247.44 Beijing Guangying Property -2,044,883.47 Development Co., Ltd. Note: 1. As stated in Annotation IV (II), the Company did not implement control in production and operation of Shenzhen CM Overseas Chinese City since April 1st , 2013. According to No.4 explanation announcement of Enterprise Accounting Standard, the remaining equity is measured according to the fair value on the day when the control is lost, and the difference between the fair value and the original book value is counted into the current profit and loss. Note 2: The long-term equity disposal profit is the investment difference of the Company for the disposed subsidiary companies of RMB 55,703,911.65. See 139 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Annotation V. 32 45. Non-operating income (1) Details of non-operating income Amount in the Amount in this same period of Amount of non-recurring profit Item period the previous and loss counted into the year year Profit from disposal of 469,576.00 390,404.00 469,576.00 non-current assets In it: Profit from disposal of 469,576.00 390,404.00 469,576.00 fixed assets Government subsidy 2,198,400.00 2,727,811.00 2,198,400.00 Penalty income 5,828,374.85 1,260,251.00 5,828,374.85 Others 3,278,352.43 2,076,070.00 3,278,352.43 Estimated debt transfer-back Total 11,774,703.28 6,454,536.00 11,774,703.28 (2) Details of government subsidies Amount in Amount in this Item the previous Source and basis year year Reward from the People‘s Financial subsidy from the Government of Government of Nanqiao 567,000.00 Nanqiao Town, Shanghai Town, Shanghai Minute of the meeting of the Management Subsidy from the pavilion 130,000.00 Committee of Zhangzhou Development Zone, China Merchants Group Tax return 567,228 Reward notice for the big taxpayers of the Reward for big taxpayers 200,000.00 1,787,900 Bureau of Finance of Nankai District, Tianjin Reward notice for the big taxpayers of Suzhou Wuzhong Development Zone, Reward for big taxpayers 1,301,400.00 372,683.00 document of reward of vehicles for the big tax payers Total 2,198,400.00 2,727,811.00 46. Non-operating expenditures Item Amount in this Amount in the same Amount counted into the period period of the non-recurring profit and previous year loss of the year Non-current assets disposal 910,283.52 350,941.00 910,283.52 140 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) loss In it: Fixed assets disposal 910,283.52 350,941.00 910,283.52 loss External donations Inventory losses Estimated liability expenditure Reproductive energy power 2,530,195.00 price additional fee Major water conservancy 4,579,668.16 2,587,320.00 4,579,668.16 construction fund Others 9,897,602.93 4,603,548.00 9,897,602.93 Total 15,387,554.61 10,072,004.00 15,387,554.61 Note: It is mainly the transfer port assets taxed paid by the Company for the previous years, which is amounted to 9.47 million. 47. Income tax expenses (1) Income tax expenses Item Amount in this period Amount in the same period of the previous year Income tax expense of the year 1,432,015,820.32 673,044,852.00 Deferred income tax expense 44,571,010.06 119,354,403.00 Total 1,476,586,830.38 792,399,255.00 (2) Income tax of the year Item Amount Consolidated profit of the year 4,734,479,255.07 Plus: Tax payment increase adjustment 59,399,975.82 Less: Tax payment decrease adjustment 278,518,661.52 Plus: Overseas taxable income deductible for the domestic loss Less: Loss carryover of the previous years 8,481,246.07 Plus: Loss amount of the subsidiary company of the 451,421,951.00 year Payable tax income amount of the year 4,958,301,274.30 Legal income tax rate 16.5%、25% Payable income tax amount of the year 1,337,333,447.79 Less: Exempted income tax amount Less: Income tax credit amount Payable tax amount of the year 1,337,333,447.79 Plus: Overseas income tax payable 93,712,503.50 Less: Overseas income tax credit Plus: Other adjustment factors 969,869.53 Income tax of the year 1,432,015,820.82 141 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) 48. Process of calculating the basic earnings per share and diluted earnings per share Item Amount in this Amount in the No. year previous year Net profit belonging to the shareholders of the parent 1 2,550,631,034.51 1,220,525,897.00 company Non—recurring profit and loss belonging to the parent 2 322,958,050.10 -1,941,578.00 company Net profit with non-recurring profit and loss deducted 3=1-2 2,217,672,984.41 1,222,467,475.00 belonging to the shareholders of the parent company Total number of opening 1,717,300,503.00 1,717,300,503.00 shares 4 Number of increased shares such as share capital increase from accumulation fund or 5 share dividend distribution etc. (Ⅰ) Number of increased shares such as issuing new shares or 6 debts turned to shares(Ⅱ) Number of accumulated months of the increased shares 7 (Ⅱ) from the next month to the end of the year Number of decreased shares 8 due to purchase back etc. Number of accumulative months of the decreased 9 shares from the next month to the end of the year Number of decreased shares of 10 drawn back shares Number of months in the 11 6 6 report period Weighted average number of 12=4+5+6×7÷11 common shares issued 1,717,300,503.00 1,717,300,503.00 externally -8×9÷11-10 Basic earnings per share 1.4853 0.7107 (Ⅰ) 13=1÷12 Basic earnings per share 1.2914 0.7123 (Ⅱ) 14=3÷12 Interest of diluted potential common shares already 15 confirmed as expense Conversion expense 16 Income tax rate 17 142 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Weighted average number of increased common shares such 18 as convertible bonds Diluted earnings per share 19=[1+(15-16)×( 1.4853 0.7107 (Ⅰ) 1-17)]÷(12+18) Diluted earnings per share 19=[3+(15-16)×( 1.2914 0.7123 (Ⅱ) 1-17)]÷(12+18) 49. Other comprehensive profit Item Amount in Amount in the this period same period of the previous year 1.Profit (loss) amount generated by available-for-sale financial assets Less: Income tax impact generated by the available-for sale financial assets Net amount counted into the other comprehensive profit in the previous period and transferred into the profit and loss in the current period Subtotal 2. Shares in the other comprehensive profit of the invested unit calculated according to equity method Less: Income tax impact generated by the shares enjoyed in the other comprehensive profit of the invested unit calculated according to equity method Net amount accounted into the other comprehensive profit in the previous period and transferred into the profit and loss in the current period Subtotal 3.Profit (loss) amount generated by the cash flow hedging Less: Income tax impact generated by the cash flow hedging Net amount accounted into the other comprehensive profit in the previous period and transferred into the profit and loss in the current period Adjustment amount converted to initially confirmed amount of the hedged projects Subtotal 4.Conversion difference of the foreign currency financial statements 974,901 Less: Net amount of disposing overseas operation and transferred into profit and loss in the current period Subtotal 974,901 5.Others Less: Income tax impact generated by the others counted into the comprehensive profit Net amount counted into the other comprehensive profit in the previous period and transferred into the profit and loss in the current period Subtotal 143 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Item Amount in Amount in the this period same period of the previous year Total 974,901 50. Items of cash flow statements (1)Other cash received related to the operation activities Item Amount in this period Amount in the same period of the previous year Recurring accounts received 1,634,630,535.40 452,960,060.99 Project down payment received 795,186,343.74 672,981,748.00 Interest received 152,523,953.36 114,055,741.01 Operating temporary receipts 259,616,832.28 132,170,938.00 Others 22,486,300.00 10,092,900.00 Total 2,864,443,964.78 1,382,261,388.00 (2) Other related cash paid related to the operation activities Item Amount in this period Amount in the same period of the previous year Paid operating accounts 5,993,728,552.37 1,885,764,667.64 Returned project earnest money 727,274,929.01 627,663,785.00 Paid cash for sales expenses 155,449,999.67 116,814,064.00 Paid cash for management expenses 101,932,622.91 99,206,751.00 Others 378,630,178.09 145,271,229.36 Total 7,357,016,282.05 2,874,720,497.00 Supplementing data for the consolidated cash flow statements Amount in the same Amount in this Item period of the period previous year 144 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Amount in the same Amount in this Item period of the period previous year 1. Adjust the net profit to the cash flow of operating activities: Net profit 3,257,892,424.69 1,708,227,987.22 Plus: Assets impairment preparation -172,366,279.03 206,861,228.00 Fixed assets depreciation, oil and gas assets damage 95,283,893.33 97,849,406.00 loss, depreciation of productive biological assets Amortization of intangible assets and investment property Amortization of long-term deferred expenses 11,819,745.67 16,958,479.00 Loss of disposing fixed assets, intangible assets and 910,283.52 -32,627.74 other long-term assets (fill with ―-‖ for profit) Loss of fixed assets abandonment (fill in with ―-‖ for -469,576.00 the profit) Fair value change profit and loss (fill in with ―-‖ for -1,584,406.00 profit) Financial expenses (fill in with ―-‖ for profit) 288,169,548.50 227,175,857.35 Investment loss (fill in with ―-‖ for profit) -282,179,758.93 -24,881,684.00 Decrease of deferred income tax assets (fill in with ―-‖ 228,787,252.61 119,354,403.00 for increase) Increase of deferred income tax liabilities (fill in with 93,712,503.50 ―-‖ for decrease) Decrease if inventory (fill in with ―-‖ for increase) 1,521,324,142.08 -1,249,074,868.00 Decrease of operating receivable items (fill in with ―-‖ -4,782,180,561.63 -2,309,014,330.22 for increase) Increase of operating payable items (fill in with ―-‖ for -1,536,208,848.88 3,628,468,618.39 decrease) Others Net amount of cash flow generated by operation -1,269,539,096.60 2,420,308,063.00 activities 2. Significant investment and financing activities 145 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Amount in the same Amount in this Item period of the period previous year not involving cash income and expenditure: Debts turned to assets Convertible company binds due in one year Financing rented in fixed assets 3. Net change of cash and cash equivalent: Closing balance of cash 23,367,745,124.48 17,285,427,331.00 Less: Opening balance of the cash 18,218,506,517.70 13,659,974,240.00 Plus: Closing balance of the cash equivalent Less: Opening balance of the cash equivalent Net increase amount of cash and cash equivalent 5,149,238,606.78 3,625,453,091.00 (1) Cash and cash equivalent Item Amount in this period Amount in the same period of the previous year Cash 23,367,745,124.48 17,285,427,331.00 of which: cash on hand 70,955.00 156,921.00 Bank deposit that is immediately for payment 23,367,674,169.48 17,285,270,410.00 Other monetary capital that hat is immediately for payment Central bank deposit that can be used for payment Deposit from other banks Money of calling loans to banks Cash equivalent In it: Bond investment due in three months Closing cash and balance of cash equivalent 23,367,745,124.48 17,285,427,331.00 of which: Limited cash and cash equivalent used by 76,793,612.01 659,588,333.00 146 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Item Amount in this period Amount in the same period of the previous year the parent company or the subsidiary companies in the Group VI. Associated parties and associated transactions (I) Relations with the associated parties 1. Shareholding shareholders and the final controlling party (1) Shareholding shareholders and the final controlling party Name of the shareholding Enterprise Registratio Business property Legal Code of the shareholders and the final controlling type n place representativ organization party e 最终控制方名称 Limited Establish and Sun CM Shekou IndustrialZoneCo., Ltd. Liability Shenzhen manage allkindsof 100011460 Chengming Corportation enterprises etc. Limited Establish and Hong ChinaMerchants Group Co., Ltd. Liability manage allkindsof Fu Yuning 100005220 Kong Corportation enterprises etc. (2) Registration capital of shareholders and its changes Opening amount Increased Decreased Closing amount this year this year Shareholding shareholders CM Shekou IndustrialZoneCo., Ltd. 2,236,000,000.00 2,236,000,000.00 (3) Shares held or equity of shareholders and their changes Shareholding amount Shareholding proportion Shareholding shareholders (%) 147 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Closing amount Opening amount Closing Opening proportion proportion CM Shekou industrialZoneCo., Ltd. 693,419,317.00 693,419,317.00 40.38 40.38 Note: The amount of the shares of the Company held by Shekou industrial Zone and its subsidiary companies does not include the amount of the shared held by its shareholding subsidiary companies of RMB 197,709,440.. The amount of the shares held by Shekou Industrial Zone and its subsidiarycompaniestotalsRMB891,128,757, and the shareholdingproportion is51.89%. 2. Subsidiary companies For the details, see Annotation IV、(1). 3. Cooperative enterprises and associated enterprises For the details, see Annotation V. 10(3). 4. Other associated parties Type of the association Name of the associated party Main transaction relation content Other enterprises controlled by the common shareholding shareholders and the final controlling party China Merchants Group 9Hong Kong) Co., Ltd. Guarantee Shenzhen Ocean Shipping Agency Co., Ltd. Contracting of construction projects Shenzhen CM Front Bay Property Co., Ltd. Contracting of construction projects Shenzhen CM International Ship Agency Co., Ltd. Rental Shenzhen CM Network Co., Ltd. Rental CM International Information Technology Co., Ltd. Rental China Merchants Asia Pacific Communications Rental Infrastructure Construction Management (Shenzhen) Co., Ltd. CM Bank Co., Ltd. Deposit and loan CM Property Investment Co., Ltd. Associated correspondence CM International Information Technology Co., Ltd. Associated correspondence Shenzhen CM Venture Co., Ltd. Associated correspondence II. Related- Party transactions (二) 148 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) 1. In this reporting period there is no material purchasing goods or services inter-company transactions. 2. Sale of commodities and labor services Type and name of the associated This period Same period in the previous party year Amount Proportion Amount Proportion accounting accounting for in the for in the amount of amount of similar similar transaction transactions s (%) (%) Shareholding shareholders and the final controlling party Qianhai Bank Co., Ltd. (Note 1) 8,262,080.00 2.2 26,686,946.00 7.45 China Shenzhen Qailun Agency Co., 11,336,029.02 3.04 17,591,613.10 4.88 Ltd. (Note 2) China Merchant Group Co., Ltd.(note 2,597,971.51 0.68 2,746,031.08 0.83 3) Total 22,196,080.53 5.92 47,0247,590.18 13.16 (1)This transaction is the company‘s subsidiary Shenzhen CM Construction Co., Ltd. had entered contract with Shenzhen CM Qianhaiwan Zhiye Co., Ltd. for the Qianhaiwan Garden Project phrase one to four, main construction income. (2)This transaction is the company‘s subsidiary Shenzhen CM Construction Co., Ltd. had entered contract with China Shenzhen Zhongwaiyun Co., Ltd. for the Qianhai Warehouse Phrase 2 main construction income. (3) This transaction is CM Wuye Management Co., Ltd. providing services to CM Group. 3. Rentals Rental Rental starting day ending day Rental Category Rental profit Name of the profit Name of the leasee of rental determined lessor pricing assets in the year basis Office Executed Shenzhen CM CM Shekou Industrial Zone January 1, December 31, building/vil according 6,543,283.90 Shangzhi Co., Ltd. 2013 2013 la to the Investment Co., agreement 149 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Ltd. CM International (China) Office price January 1, December 31, Investment Co., Ltd. building 2013 2013 2,720,908.53 China Merchants Workshop/ International Information office March 1, February 28, technology Co., Ltd. building 2011 2014 1,027,008.00 China merchants Group Shenzhen Significant Office Projects Coordination building March 1, December 31, Office 2011 2013 262,650.00 Shenzhen CM International Office January 1, December 31, Ship Agency Co., Ltd. building 2013 2013 259,970.00 China Merchants Asia and Pacific Communications Office Infrastructure Construction building Management (Shenzhen) January 1, December 31, Co., Ltd. 2013 2013 201,342.00 Shenzhen CM Network Co., Office January 1, December 31, Ltd. building 2013 2013 111,540.00 Shenzhen CM Venture Co., Office January 1, December 31, Ltd. building 2013 2013 146,466.00 Shenzhen CM China Merchants Group Shangzhi Office Post Doctorate Research Investment Co., building January 1, December 31, Work Station Ltd. 2013 2013 112,260.72 4. Leasing Rental Rental ending Rental starting day day Rental fee Category of the fee Name of the lessor Name of the leasee determined in the rental assets pricing year basis Agreem Shenzhen CM Property September August 31, Naihai Ecool ent 13,318,029.05 Investment Co., Ltd. 1, 2010 2023 price Agreem CM Shekou Industrial Shenzhen CM Power Supply January 1, December 31, Land using right ent 1,142,942.82 Zone Co., Ltd. Co., Ltd. 1982 2026 price Agreem Shenzhen CM Property Land using right January 1, December 31, ent 3,219,616.80 Investment Co., Ltd. 2013 2015 price No.9, Des Agreem China merchants CM Property Management January 1, December 31, Voeux Road ent 105,140.64 Property Co., Ltd. Co., Ltd. 2013 2013 West price 5. Associated guarantee condition Is the guarantee Guarantee Starting implement Name of the guarantor Name of the secured party Due day amount day ed or not 150 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Eureka Investment Industries November January 19, 308,935,000.00 Not Co., Ltd. 20, 2007 2014 Eureka Investment Industries April 29, April 25, 617,870,000.00 Not Co., Ltd. 2013 2016 Eureka Investment Industries December December 103,558,000.00 Not Co., Ltd. 24, 2010 24, 2013 Eureka Investment Industries December December 290,398,900.00 Not Co., Ltd. 24, 2010 24, 2013 Eureka Investment Industries October 17, September 617,870,000.00 Not Co., Ltd. 2011 26, 2014 Eureka Investment Industries October 14, September 308,935,000.00 Not Co., Ltd. 2011 26, 2014 Eureka Investment Industries October 21, October 13, 398,300,000.00 Not Co., Ltd. 2011 2014 Eureka Investment Industries October 31, October 31, 123,574,000.00 Not China Merchants Group (Hong Co., Ltd. 2011 2013 Kong) Co., Ltd. Eureka Investment Industries November November 278,810,000.00 Not Co., Ltd. 25, 2011 25, 2014 Eureka Investment Industries December December 129,752,700.00 Not Co., Ltd. 28, 2011 27, 2014 Eureka Investment Industries October 18, June 28, 308,935,000.00 Not Co., Ltd. 2012 2015 Eureka Investment Industries October 14, 432,509,000.00 July 18, 2014 Not Co., Ltd. 2012 Eureka Investment Industries July 22, 185,361,000.00 July 18, 2014 Not Co., Ltd. 2011 Eureka Investment Industries March 26, June 15, 123,574,000.00 Not Co., Ltd. 2013 2015 Eureka Investment Industries April 11, June 15, 1,112,166,000.00 Not Co., Ltd. 2013 2015 Eureka Investment Industries March 1, March 1, 308,935,000.00 Not Co., Ltd. 2013 2016 Shenzhen CM Property Co., September September 158,000,000.00 Not Ltd. 18, 2012 18, 2014 Shenzhen CM Property Co., September September 88,000,000.00 Not Ltd. 19, 2012 19, 2014 Shenzhen CM Property Co., November November 30,000,000.00 Not Ltd. 30, 2012 30, 2014 Shenzhen CM Property Co., December December 190,000,000.00 Not Ltd. 24, 2012 24, 2014 Shenzhen CM Property Co., January 29, January 29, 119,500,000.00 Not CM Shekou Industrial Zone Ltd. 2013 2015 Co., Ltd. December December The Company 199,000,000.00 Not 19, 2012 19, 2015 December December The Company 109,000,000.00 Not 24, 2012 24, 2015 January 29, January 29, The Company 80,500,000.00 Not 2013 2016 March 29, March 29, The Company 500,000,000.00 Not 2013 2015 Beijing Conrad Property May 15, May 15, 105,780,097.67 Not Development Co., Ltd. 2012 2017 China Merchants Group Co., April 20, April 19, The Company 2,000,000,000.00 Not Ltd. 2010 2017 6. Related parties saving and loan situation Related Parties Ending Balance Beginning Balance Companies that under the same final parent controlled Of which: CM bank (Saving) 5,948,430,133.94 6,168,810,000.00 CM bank (Loan) 1,412,863,524.08 967,500,000.00 151 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Same period of last This Period year Of which:Bank loan interest payable to 36,695,081.54 41,673,023.40 CM bank Bank fee for CM Bank 1,648,842.97 2,305,107.68 Interests from bank account in 20,607,088.46 31,380,367.21 CM bank 7. Capital loan at call of the associated parties Borrow/lend Amount of loan at Name of the associated party Starting day Due day Remark call Beijing Guangying Property September December Shareholder loan Lend 878,104,033.47 Development Co., Ltd. 2012 2013 Shenzhen TCL Optical- Electronics December Lend 36,054,549.30 January 2009 Shareholder loan Technologies Ltd. 2013 Foshan CM Longyuan Property Co., December Lend 673,226,819.21 January 2011 Shareholder loan Ltd. 2015 Jones Tech Limited Converted to 63,269,739.71 December December Investment investment 2012 2013 money Holly Profit Limited Converted to 72,599,422.24 December December Investment investment 2012 2013 money Shanghai Nanshan Property September Lend 181,438,008.42 April 2013 Shareholder loan development Co., Ltd. 2011 (III) Correspondence balance of the associated parties 1. Other receivables of the associated parties Associated party (Item) Closing amount Opening amount Book balance Bad debt Bad debt preparati Book balance preparation on Cooperative and associated enterprises Beijing Guangying Property 1,243,733,636.26 878,104,033.48 development Co., Ltd. Foshan CM Longyuan Property 673,084,122.36 673,226,819.21 Co., Ltd. Shenzhen TCL Optical- Electronics 227,095,300.70 Technologies Ltd. Shanghai Xinnanshan Property 143,654,905.22 181,438,008.42 Development Co., Ltd. Jones Tech Limited 63,269,739.71 64,454,177.05 Holly Profit Limited 72,599,422.24 73,958,515.34 152 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Huizhong Taitong Property 11,270,000.00 11,270,000.00 Investment Co., Ltd. Other enterprises controlled by the common shareholding shareholders and the final controlling party In it: Shenzhen Nanshan Property Development Co., Ltd. 107,938,507.84 Total 1,976,576,530.90 2,425,980,656.93 2. Long –term receivables of the associated parties Asociated party (Item) Closing amount Opening amount Coopeartive and associated enterprises Of which: Huizhou Taitong Property Investment Co., 49,721,270.00 Ltd. Total 49,721,270.00 3. Accounts payable of the associated parties Associated party (Item) Closing amount Opening amount Shareholding shareholders and the final controlling party Of which: CM Shekou Industrial Zone Co., Ltd. 900,000,000.00 Total 900,000,000.00 4. Other payables of the associated parties Associated party (Item) Closing amount Opening amount hareholding shareholders and the final controlling party In it: CM Shekou Industrial Co., Ltd. 2,097,500.00 2,097,500.03 Cooperative and associated enterprises CM Guangming Science and Technology 10,421,830.00 10,289,739.09 Park Co., Ltd. Tianjin Xinghai Property Development Co., 106,081,398.67 106,081,398.67 Ltd. Shanghai Ledu Property Co., Ltd. 211,016,803.57 144,356,803.60 Shanghai Xinnanshan Property Development 31,600,000.00 Co., Ltd. Shenzhen TCL Optical- Electronics 30,903,097.30 Technologies Ltd. 153 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Other enterprises controlled by the common shareholding shareholders and the final controlling party In it: Shenzhen CM Financial Service Co., 843,095,172.30 753,539,867.35 Ltd. Zhangzhou Development Zone Co., Ltd. 267,000,000.00 267,000,000.00 Top Chief Co., Ltd. 81,758,236.97 83,196,508.79 Shenzhen CM Venture Co., Ltd. 1,200,000.00 4,303.31 China Merchants Hanghua Technologies and 528,151.21 Trade Center Co., Ltd. China Merchants International (China) 274,482.56 Investment Co., Ltd. China Merchants Property Investment Co., 74,448.00 Ltd. Total 1,585,174,038.81 1,367,443,202.61 5. Long-term payables of the associated parties Associated party (Item) Closing amount Opening amount Other enterprises controlled by the common shareholding shareholders and the final controlling party Of which: Shenzhen CM Venture Co., Ltd. 1,200,000.00 Total 1,200,000.00 VII. Contingencies 1. Up till June 30, the Company continued to provide phased guarantee for the purchaser of commercial housing, and the guarantee amount is RMB 385.28million. The guarantee period is from the date when the mortgage bank makes the loan till the day when the housing purchaser completes handling of the Property Certificate. If the housing purchaser does not implement the responsibilities of the debtor during the guarantee period, the Company has the right to collect back the sold building. Therefore, the guarantee will not generate actual loss for the company. 2. The Company shares joint liability guarantee for the capital borrowed by CM Guangming Science and Technology Park Co., Ltd. in 2013 in proportion of ownership, and the actual guarantee limit is RMB 52.03 million. The guarantee period is two years from the date of due date, and the matter does not have significant impact on the financial condition of the Group in this year and afterall the balance sheet day. 154 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) VIII. Commitment matters 1. Significant commitment matters 1) The signed loan contracts under implementation or to be implemented and their financial impact. On June 30th , 2013 (T), the accounts that the irrevocable rental signed by the Group are as follows: Period Operation and rental T+1 years 32,042,816.24 T+2 years 32,560,484.09 T+3 years 54,033,770.71 After T+3 years 269,849,313.27 Total 388,486,384.31 2) Other significant financial commitment Capital commitment Closing figure Opening figure Signed but not confirmed in the financial statements -Commitment of purchasing and constructing 11,250.00 long-term assets -Large amount contracting contracts -Property development project 4,813,126,044.12 7,416,297,922.05 -External investment commitment 1,258,825.00 Total 4,813,126,044.12 7,417,567,997.05 2. Up till June 30, 2013, the Group did not have other significant commitment matters. IX. Matters after the balance sheet day None 155 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) X. Segment information 1. Segment in the report of the first half year in 2013 Property Item Property industry Public utility industry management Trade segment Retaining segment Offsetting Total industry Operatingincome 15,773,132,476.84 286,293,107.78 379,233,415.95 54,369,931.66 11,080,000.00 -370,540,610.97 16,133,568,321.26 In it:externaltransaction income 15,503,273,113.82 284,499,279.88 291,425,995.90 54,369,931.66 16,133,568,321.26 Transaction income between thesegments 280,939,263.02 1,793,827.90 87,807,420.05 -370,540,510.97 Operatingexpenses 11,234,716,016.46 188,285,550.36 369,792,174.99 52,379,651.83 197,653,112.75 -365,170,532.60 11,677,655,973.79 Operatingprofit(loss) 4,848,926,119.20 98,007,557.42 9,533,731.96 -25,141,351.76 -187,863,872.75 -5,370,078.37 4,738,092,106.40 TotalAssets 123,130,540,426.78 5,625,843,949.89 595,628,537.89 16,057,687.29 53,698,748,235.87 -65,551,019,385.80 117,515,799,451.92 Total Liabilities 89,659,479,513.80 4,355,020,213.67 494,732,160.77 41,275,027.89 36,231,858,771.28 -45,348,489,983.70 85,433,875,703.71 Supplementinginformation Depreciation and amortization expenses 100,257,323.17 5,794,448.40 1,051,867.43 107,103,639.00 Capital expenditure 7,012,110.54 18,219,813.24 541,686.00 1,344,750.00 27,118,359.78 Non-cash expenses beyond depreciation and amortization 156 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) 2. Segment of the report of the first half year in 2012 Property Item Property industry Public utility industry management Retaining segment Offsetting Total industry 9,813,288,524.00 282,702,739.00 328,696,771.00 -344,180,343.00 10,080,507,691.00 Operatingincome 9,469,108,181.00 282,702,739.00 328,696,771.00 10,080,507,691.00 In it:externaltransaction income 344,180,343 -344,180,343.00 Transaction income between thesegments 4,896,044,274.00 194,735,037.00 289,830,149.00 -335,286,853.00 5,045,322,607.00 Operatingexpenses 4,917,244,250.00 87,967,702.00 38,866,622.00 -8,893,490.00 5,035,185,084.00 Operatingprofit(loss) 126,078,822,716.00 4,871,746,128.00 613,799,767.00 10,726,395,031.00 -54,628,994,809.00 87,661,768,833.00 TotalAssets 89,335,011,512.00 3,754,066,810.00 509,927,227.00 8,869,367,961.00 -40,704,650,108.00 61,763,723,402.00 Totalliabilities Supplementinginformation 15,579,179.00 4,731,195.00 1,215,461.00 21,525,835.00 Depreciation and amortization expenses 10,778,277.00 3,705,553.00 234,149.00 14,717,979.00 Capital expenditure Non-cash expensesbeyond depreciation and amortization 157 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) XI. Financial Instruments and Risk Management Financial instruments adopted by the Group are loans, account receivable, account payable, transactional financial assets and transactional financial liabilities. 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. (1) Market risks 1) Foreign currency risks 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 in local currencies, all other main business operations of the Company are in Renminbi. As of December 31 st , 2012, 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 USD and HKD may influence the Company‘s business performance. Item June 30, 2013 December 31, 2012 Monetary capital-HKD 324,565,155.86 358,817,942.41 Monetary capital-USD 332,230,169.24 114,114,350.01 Transactional financial assets-USD Pre-paid accounts-HKD 9,133.02 8,309.00 Interest receivable-HKD 158 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Item June 30, 2013 December 31, 2012 Other receivables-HKD 1,061,602.02 1,255,539.57 Other receivables-USD 21,989,976.74 21,989,976.74 Financial loan-HKD 980,000,000.00 980,000,000.00 Financial loan-USD 1,136,250,000.00 886,000,000.00 Interest payable-HKD 1,826,221.58 2,424,950.94 Interest payable-USD 1,691,528.96 471,767.40 Other payables-HKD 473,342.00 32,201,019.90 Other payables-USD 397,533,215.85 394,617,215.85 The Company pays close attention on the influences of exchange rate vibration. 2) Interest rate risks Interest risks are mostly the influences of interest fluctuation on the borrowing expenses. Financial liabilities with fluctuating interests confront the Group with cash flow interest risks, whereas the financial liabilities with fixed interests confront the Group with fair value interest risks. The Group decides the proportion of contracts with fixed and fluctuate interest rates according to the market environment. On June 30, 2013, the liabilities with interest of the Group were mainly floating interest rate loan contracts priced in RMB, USD and HKD, with an amount totaling RMB 22,852.8696 million (on December 31, 2012: RMB 20,004.006 million), and fixed interest rate contracts priced in RMB, with an amount of RMB 8,708 million (on December 31, 2012: RMB 3,860 million). 3)Price risks The Group sells independently developed buildings at market prices, so it is influenced by the fluctuation of prices in the property market. (2) Credit risks As at December 31, 2012, 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 159 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) actually the greatest exposure. The greatest exposure to risks fluctuates along with the future fair value. 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. There are no other major clustered risks other than the top 5 receivable accounts. Total of top five accounts receivable: RMB 37,475,286.79. (3) Liquidity risks Liquidity risks refer to the possibility that the Group could not exercise its financial liabilities when mature. 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 ensures the loan contracts are properly exercised. Negotiation was done with financial institutions to maintain a certain level of credit aiming to reduce liquidity risk. The Group has bank loan as one of the capital source. On June 30, 2013, the bank loan limit not used by the Group was RMB 11,254.1055 million (on December 31, 2012: RMB 7,896.7645 million), in it, the short-term bank loan limit not used by the Group at the end of this period was RMB 1,756.4980 million (none on December 31, 2012). The due dates of financial liabilities held by the Group on retained contract liabilities without discounted to cash is as the followings: Over 5 Item Within 1 year 1-2 years 2-5 years Total years Financial assets Monetary 23,458,572,602.52 23,458,572,602.52 160 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Over 5 Item Within 1 year 1-2 years 2-5 years Total years capital Notes 2,947,367.39 2,947,367.39 receivable Accounts 68,072,310.52 68,072,310.52 receivable Pre-paid 8,161,580.60 8,161,580.60 accounts Other 11,732,669,325.84 11,732,669,325.84 receivables Interest 228,492.37 228,492.37 receivable Long-term receivables Financial liabilities Short-term 5,620,000,000.00 5,620,000,000.00 loan Notes 57,684,515.33 57,684,515.33 payable Accounts 8,679,956,190.36 8,679,956,190.36 payable Pre-receive 30,862,520,673.59 30,862,520,673.59 d accounts Other 8,762,199,717.37 8,762,199,717.37 payables Dividend 218,003,724.42 218,003,724.42 payable Interest 68,152,422.02 68,152,422.02 payable Employees‘ remuneratio 168,198,915.28 168,198,915.28 n payable Non-current liabilities 9,032,245,473.94 9,032,245,473.94 due in one year Long-term 9,331,912,200.00 9.588.735.200.00 80,000,0000 18,920,647,400.00 loan Long-term 103,702,323.36 103,702,323.36 payables Estimated 13,480,870.63 13,480,870.63 liabilities Other non-current 16,613,440.00 16,613,440.00 liabilities 2. Fair value 1) Financial instruments without being measured by fair value The financial assets and liabilities not measured with fair value mainly include: accounts 161 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) receivable, short-term loan, accounts payable, long-term loan, bonds payable and long-term payables. The difference between the book value and fair value of the financial assets and liabilities not measured with fair value of the Company is very small. Fair values of long-term loans, long-term payables, and bond payable are decided by the current value after discount against the interest rate of similar cash flow in the same condition with comparable credit level in the market as stipulated by the contract. 2) Financial instruments measuring with fair value In this period, the Company did not have financial assets and liabilities measured with fair value. 3. Sensitivity analysis The Group evaluates the possible influences the reasonable variations may cause to the current gain/loss account or owners’ equity; by adopting of sensitivity analyze technologies. For few risk variations change individually, however the relevance of the variations may cause major influence on the amounts. Therefore the followings are basing the assumption that every factor occurred in an isolated way. (1) Foreign currency risks 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. Foreign currency sensibility analysis is based on the assumption that all of the operational investment hedging and cash flow hedging are highly effective. (2) Interest rate risks Interest risks are mostly influenced by 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 having major influence on the gain/loss of current term or shareholders‘ equity at end of report term. 162 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) XII. Notes to the main items in the financial statements of the parent company 1. Other receivables (1) Categories of the other receivables Closingamount Openingamount Bookbalance Baddebtpreparation Bookbalance Baddebtpreparation Category Amoun Proportio Proporti Amoun Proportio Amount Proportion(%) Amount t n(%) on(%) t n(%) Otherreceivablesof significantsingle-iem amountandwith single-itemcountedand drawnbaddebt preparaton Otherreceivablesof insignificantsingle-item amountbutwih single-itemcountedand drawnbaddebt preparaton Otherreceivablesi accordancewith portfolocountedand drawnbaddebt preparaton Portfolio1 27,121,848,729.33 100.00 29,644,653,819.13 Portfolio2 Subtotalofportfolos 27,121,848,729.33 100.00 29,644,653,819.13 Total 27,121,848,729.33 100.00 29,644,653,819.13 1) The ages of other receivables are as follows Closing amount Opening amount Book balance Bad Book balance Bad Age debt debt Proporti Proporti Amount prepara Amount prepa on (%) on (%) tion ration Within 1 27,121,334,229.33 100.00 29,444,653,819.13 99.33 year 1-2 years 514,500.00 0.00 200,000,000.00 0.67 163 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Closing amount Opening amount Book balance Bad Book balance Bad Age debt debt Proporti Proporti Amount prepara Amount prepa on (%) on (%) tion ration 2-3 years Over 3 years Total 27,121,848,729.33 100.00 29,644,653,819.13 100.00 2) Top five units with the most other receivables Proportion accounting Relation for in the Property or Name of the unit with the Amount Age sum of other content Company receivables (%) Shenzhen CM Subsidiary Within 1 Power Supply Co., 3,928,212,582.00 14.63 Operation capital company year Ltd. Property Shenzhen CM Subsidiary Within 1 3,493,354,757.00 13.01 development Property Co., Ltd. company year capital Shenzhen CM Shangzhi Subsidiary Within 1 1,849,902,443.00 6.89 Operation capital Investment Co., company year Ltd. China Merchants Property Property Development Subsidiary Within 1 1,569,375,233.00 5.85 development (Chongqing) company year capital Garden City Co., Ltd. Shanghai CM Property Subsidiary Within 1 Hongfa Property 972,869,920.60 3.62 development company year Co., Ltd. capital Total 11,813,714,935.60 44.00 (2) Accounts receivable from the associated parties Proportion Relation accounting for in Name of the unit with the Amount the sum of other Company receivables (%) 164 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Proportion Relation accounting for in Name of the unit with the Amount the sum of other Company receivables (%) Subsidiary Shenzhen CM Power Supply Co., Ltd. 3,928,212,582.00 company 14.48 Subsidiary Shenzhen CM property Co., Ltd. 3,493,354,757.00 company 12.88 Subsidiary Shenzhen CM Shangzhi Investment Co., Ltd. 1,849,902,443.00 company 6.82 China Merchants Property Development Subsidiary 1,569,385,233.00 (Chongqing) Garden City Co., Ltd. company 5.79 Subsidiary Shanghai CM Hongfa Property Co., Ltd. 972,869,920.60 company 3.59 Shanghai Jingyuan Property Development Subsidiary 972,114,000.51 Co., Ltd. company 3.58 Zhenjiang Yingsheng Property Development Subsidiary 937,342,693.00 Co., Ltd. company 3.46 China Merchants Property Development Subsidiary 936,863,000.00 (Xiamen) Co., Ltd. company 3.45 Subsidiary Zhuhai CM Property Co., Ltd. 880,246,479.00 company 3.25 Subsidiary Chengdu CM Beicheng Property Co., Ltd. 875,184,329.30 company 3.23 Subsidiary Tianjin CM Taida Investment Co., Ltd. 838,452,219.30 company 3.09 Beijing Guangying Property Development Associated 820,607,760.00 Co., Ltd. company 3.03 Subsidiary Shanghai CM Fengrui Property Co., Ltd. 728,320,200.00 company 2.69 Subsidiary Suzhou CM Yonghuafu Property Co., Ltd. 656,643,700.00 company 2.42 Subsidiary Tianjin Zhaosheng Property Co., Ltd. 600,081,254.10 company 2.21 China Merchants Property (Zhenjiang) Co., Subsidiary 508,082,600.00 Ltd. company 1.87 Shenzhen Jinyu Rongtai Investment Subsidiary 476,790,000.00 Development Co., Ltd. company 1.76 Subsidiary Chengdu CM Beihu Property Co., Ltd. 436,833,472.00 company 1.61 China Merchants Property Development Subsidiary 410,005,000.00 (Wuhan) Co., Ltd. company 1.51 Subsidiary Suzhou CM Yishanjun Property Co., Ltd. 319,108,321.00 company 1.18 China Merchants Property Development Subsidiary 299,464,050.00 (Changzhou) Co., Ltd. company 1.10 Subsidiary Zhangzhou CM Property Co., Ltd. 267,050,000.00 company 0.98 Wuhan Aoming Property Development Co., Subsidiary 240,711,469.20 Ltd. company 0.89 Haerbin CM Jiatian Property Development Subsidiary 222,320,000.00 Co., Ltd. company 0.82 Shenzhen Shekou Sea World Hotel Subsidiary 218,004,139.50 Management Co., Ltd. company 0.80 165 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Proportion Relation accounting for in Name of the unit with the Amount the sum of other Company receivables (%) Beijing Conrad Property Development Co., Subsidiary 209,325,158.30 Ltd. company 0.77 Subsidiary Shenzhen Vanke Binhai Property Co., Ltd. 197,256,750.00 company 0.73 Subsidiary Yunnan CM Chengtou Property Co., Ltd. 191,821,920.00 company 0.71 China Merchants Porperty Development Subsidiary 173,754,900.00 (Guizhou Bijie) Co., Ltd. company 0.64 Shanghai Xinnanshan Property Development Associated 170,042,600.00 Co., Ltd. company 0.63 China Merchants Shangzhi (Guizhou Bijie) Subsidiary 151,505,000.00 Co., Ltd. company 0.56 Subsidiary Foshan CM Xincheng Hi-Tech Co., Ltd. 118,395,612.00 company 0.44 China Merchants Property Management Co., Subsidiary 101,620,122.20 Ltd. company 0.37 Shanghai Fengyang Property Development Subsidiary 100,643,595.50 Co., Ltd. company 0.37 Subsidiary Eureka Investment Industries Co., Ltd. 79,254,314.37 company 0.29 Subsidiary Zhuhai Yuanfeng Property Co., Ltd. 57,015,000.00 company 0.21 Wuhan Xinde Property Development Co., Subsidiary 51,630,500.00 Ltd. company 0.19 China Merchants Property Development Subsidiary 49,437,244.93 (Suzhou) Co., Ltd. company 0.18 Wuhan Mingjie Property Development Co., Subsidiary 39,302,850.00 Ltd. company 0.14 Shenzhen CM Business Development Co., Subsidiary 15,620,000.00 Ltd. company 0.06 Subsidiary Shenzhen Pingshan CM Property Co., Ltd. 414,685.51 company 0.00 Shenzhen Meiyue Property Consultant Co., Subsidiary 85,210.00 Ltd. company 0.00 Subsidiary Shenzhen CM Property Consultant Co., Ltd. 24,000.00 company 0.00 Cooperative Foshan CM Longyuan Property Co., Ltd. 12,000.00 company 0.00 Subsidiary Hainan CM Ocean Development Co., Ltd. 10,000.00 company 0.00 Shenzhen Dehan Investment Development Cooperative 10,000.00 Co., Ltd. company 0.00 Subsidiary Shenzhen Haitao Hotel Co., Ltd. 10,000.00 company 0.00 China Merchants Property Development Subsidiary 10,000.00 (Chongqing) Co., Ltd. company 0.00 Shenzhen CM Anye Invetsment Development Subsidiary 10,000.00 Co., Ltd. company 0.00 Guangzhou Qidi Science and Technology Subsidiary 10,000.00 Park Investment Co., Ltd. company 0.00 166 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Proportion Relation accounting for in Name of the unit with the Amount the sum of other Company receivables (%) Subsidiary Shenzhen CM Runde Property Co., Ltd. 5,000.00 company 0.00 Subsidiary Zhangzhou CM Honglong Property Co., Ltd. 5,000.00 company 0.00 Shenzhen Meilun Hotel Management Co., Subsidiary 5,000.00 Ltd. company 0.00 Total 25,165,186,085.32 92.79 2. Long-term equity investment (1)Categories of long-term equity investment Item Closing amount Opening amount Long-term equity investment calculated 8,243,408,112.93 5,488,866,837.93 according to cost method Long-term equity investment calculated 167,181,714.97 168,472,474.97 according to equity method Total of long-term equity investment 8,410,589,827.90 5,657,339,312.90 Less: Long-term equity investment impairment preparation Value of long-term equity investment 8,410,589,827.90 5,657,339,312.90 167 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) (2)Long-term equity investment calculated according to cost method and equity method Shareholding Voting power Cash dividend this Name of the investedunit Investment cost Opening amount Increased thisyear Decreased thisyear Closing amount proportion (%) proportion (%) year Calculated according to cost method Shenzhen CM Property Co., Ltd. 100 100 3,000,000,000.00 851,473,965.31 2,700,000,000.00 3,551,473,965.31 Shenzhen CM Power Supply Co., Ltd. 95 95 57,000,000.00 119,791,232.79 119,791,232.79 Shenzhen CM Property Co., Ltd. 90 90 22,500,000.00 36,460,596.83 36,460,596.83 Shenzhen CM Xinan Property Co., Ltd. 60 60 25,000,000.00 20,822,211.48 20,822,211.48 Eureka Investment Industries Co., Ltd. 99 99 19,919,300.00 1,301,324,500.00 1,301,324,500.00 China Merchants Property Development 90 90 27,000,000.00 18,000,000.00 9,000,000.00 27,000,000.00 (Beijing) Co., Ltd. China Merchants Property Development 90 90 27,000,000.00 27,000,000.00 27,000,000.00 (Suzhou) Co., Ltd. China Merchants Property Development 90 90 27,000,000.00 27,000,000.00 27,000,000.00 (Chongqing) Co., Ltd. China Merchants Property Development 49 49 14,700,000.00 14,700,000.00 14,700,000.00 (Nanjing) Co., Ltd. Tianjin Zhaosheng Property Co., Ltd. 60 60 18,000,000.00 18,000,000.00 18,000,000.00 Suzhou CM Nanshan Property Co., Ltd. 60 60 120,000,000.00 120,000,000.00 120,000,000.00 Zhangzhou CM Property Development 51 51 127,500,000.00 229,500,000.00 229,500,000.00 Co., Ltd. CM Property Development (Chongqing) 100 100 30,000,000.00 30,000,000.00 30,000,000.00 garden City Co., Ltd. Chengdu CM Beihu Property Co., Ltd. 100 100 50,000,000.00 50,000,000.00 50,000,000.00 168 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Shareholding Voting power Cash dividend this Name of the investedunit Investment cost Opening amount Increased thisyear Decreased thisyear Closing amount proportion (%) proportion (%) year Chengdu CM Property Co., Ltd. 100 100 10,000,000.00 10,000,000.00 10,000,000.00 China Merchants Property Development 100 100 50,000,000.00 50,000,000.00 50,000,000.00 (Xiamen) Co., Ltd. Fujian Zhongliansheng Property 50 50 25,000,000.00 25,000,000.00 25,000,000.00 Development Co., Ltd. China Merchants Property Development 100 100 30,000,000.00 30,000,000.00 30,000,000.00 (Wuhan) Co., Ltd. China Merchants Property Development 100 100 50,000,000.00 50,000,000.00 50,000,000.00 (Zhenjiang) Co., Ltd. Zhenjiang Yingsheng Property 100 100 7,586,275.00 6,045,000.00 1,541,275.00 7,586,275.00 Development Co., Ltd. Qingdao Zhongrunde Auto Trade Co., 51 51 183,731,836.00 183,731,836.00 183,731,836.00 Ltd. China Merchants Property Development 100 100 30,000,000.00 30,000,000.00 30,000,000.00 (Guizhou Bijie) Co., Ltd. Shenzhen CM Shangzhi Investment Co., 100 100 1,883,367,495.52 1,883,367,495.52 1,883,367,495.52 Ltd. Haerbin CM Jiatian Property 50 50 80,250,000.00 80,250,000.00 80,250,000.00 Development Co., Ltd. China Merchants Property Development 100 100 30,000,000.00 30,000,000.00 30,000,000.00 (Changzhou) Co., Ltd. Hainan CM Ocean Development Co., 60 60 240,000,000.00 240,000,000.00 240,000,000.00 Ltd. Zhenjiang Nanshan Creative Industrial 60 60 30,000,000.00 30,000,000.00 30,000,000.00 Park development Co., Ltd. Shenzhen Pingshan CM Property Co., 100 100 14,000,000.00 14,000,000.00 14,000,000.00 Ltd. Shenzhen CM Property Consultant Co., 20 20 400,000.00 400,000.00 400,000.00 169 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Shareholding Voting power Cash dividend this Name of the investedunit Investment cost Opening amount Increased thisyear Decreased thisyear Closing amount proportion (%) proportion (%) year Ltd. Shanghai CM Property Co., Ltd. 10 10 3,000,000.00 3,000,000.00 3,000,000.00 Shanghai CM Property Co., Ltd. 10 10 3,000,000.00 3,000,000.00 3,000,000.00 Subtotal 6,235,954,906.52 5,488,866,837.93 2,754,541,275.00 0.00 8,243,408,112.93 Calculated accordingto equitymethod ChinaMerchants GuangmingScience and technology 49 49 196,000,000.00 168,472,474.97 1,290,760.00 167,181,714.97 ParkCo., Ltd. Subtotal 196,000,000.00 168,472,474.97 1,290,760.00 167,181,714.97 Total 6,431,954,906.52 5,657,339,312.90 2,754,541,275.00 1,290,760.00 8,410,589,827.90 170 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) (3)Investment on cooperative and associated enterprises Assets Sum of Sum of net Sum of Shareholding Voting Name of sum at liabilities at assets at the operating proportion power Net profit in the invested the end of the end of the end of the income in (%) proport this year unit the year year year this year ion (%) Associated enterprise China Merchants Guangming 647,689,0 Science and 49.00 49.00 306,502,027.23 341,187,018.19 12,742,062.00 -2,634,359.33 45.42 Technology Park Co., Ltd. 647,689,0 Total 306,502,027.23 341,187,018.19 12,742,062.00 -2,634,359.33 45.42 3. Operating income, operating cost Item Amount in this period Amount in the same period of the previous year Income from main businesses 11,080,000.00 Total 11,080,000.00 Cost of main businesses 1,016,316.92 Total 1,016,316.92 (1) Main businesses-categorized by industry Amount in the same period of Amount in this period the previous year Name of the industry Operating Operating Operating income Operating cost income cost Property industry 11,080,000.00 1,016,316.92 Total 11,080,000.00 1,016,316.92 (2) Operating income of top five clients Name of the client Operating income Proportion accounting for in all the operating income (%) Income from construction of guarantee 11,080,000.00 100 171 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Name of the client Operating income Proportion accounting for in all the operating income (%) removal settlement housing by Guangming Total 11,080,000.00 100 4. Investment profit (1) Sources of investment profit Item Amount in this period Amount in the same period of the previous year Long-term equity investment profit calculated according to cost method Long-term equity investment profit calculated according to -1,290,760.00 -1,670,150.00 equity method Others (Note) 670,370.00 Total -1,290,760.00 -999,780.00 Note: It is the profit of entrusted loan interest income collected from Nanjing Fucheng Property Development Co., Ltd. with taxes deducted of RMB 670,000. (2) Long-term equity investment profit calculated according to equity method Reason for the increase and Amount in the same decrease changes Item Amount in this period period of the previous in this year year compared to the previous year Total -1,290,760.00 -1,670,150.00 In it: China Merchants Loss decrease of t Guangming Science and -1,290,760.00 -1,670,150.00 he invested compa Technology Park Co., Ltd. ny in this year 5. Supplementing data for the cash flow statement of the parent company 172 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Item Amount in the same Amount in this period period of the previous year 1. Adjust the net profit to cash flow of operating activities: Net profit -213,837,070.28 -153,061,962.67 Plus: Assets impairment preparation Depreciation of fixed assets, damage loss of oil and gas assets, depreciation of productive biological 19,994.78 30,822.36 assets Amortization of intangible assets Amortization of long-term deferred assets 30,672,836.13 Loss of disposing fixed assets, intangible assets and other long-term assets (fill in with ―_‖ for the profit) Loss of fixed assets abandonment (fill in with ―_‖ for the profit) Fair value change profit and loss (fill in with ―_‖ for the profit) Financial expenses (fill in with ―_‖ for the profit) 147,466,099.33 138,967,533.73 Investment loss (fill in with ―_‖ for the profit) 1,290,760.00 999,780.38 Decrease of deferred income tax assets (fill in with ―_‖ for the increase) Increase of deferred income tax liabilities (fill in with ―_‖ for the decrease) Decrease of inventory (fill in with ―_‖ for the increase) Decrease of operating receivable items (fill in with 2,158,023,802.16 1,939,067,624.08 ―-‖ for the increase) Increase of operating payable items (fill in with ―-‖ -2,733,500,568.05 -1,307,385,006.01 for the decrease) Others Net amount of cash flow generated from operating -640,536,982.06 649,291,628.00 activities 173 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Item Amount in the same Amount in this period period of the previous year 2. Significant investing and financing activities not involving cash income and expenditures: Liabilities converted to assets Convertible company binds due in one year Financing rent-in fixed assets 3.Net change condition of cash and cash equivalent: Closing balance of cash 6,397,093,488.91 5,332,278,168.56 Less: Opening balance of cash 5,277,807,877.29 5,036,889,750.95 Plus: closing balance of cash equivalent Less: Opening balance of cash equivalent 1,119,285,611.62 295,388,417.61 Net increase amount of cash and cash equivalent XIV. Approval of the financial report This financial report has been approved after the examination of the Board of Directors of the Company on August 20, 2013. 174 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Supplementing Data for the Financial Statements 1. Non-recurring profit and loss table of this year According to the provisions of Explanatory Announcement on the Information Disclosure of the Companies Issuing Securities Publicly No.1-Non-Recurring Profit and Loss (2008) released by China Securities Regulatory Commission, the non-recurring profit and loss of the Group in the first half of 2013 are as follows: Amount in the same Amount in this Explana Item period of the period tion previous year Non-current assets disposal profit and loss -440,707.52 39,463.00 Tax return and exemption that has authority exceeding examination and approval, has no formal approval document or is occasional Government subsidy counted into the current profit and loss 2,198,400.00 2,727,811.00 Capital occupying fee collected from the non-financial enterprises and counted into the current profit and loss When the investment cost of the enterprise getting the subsidiary company, associated enterprise and cooperative enterprise is a=smaller than the investment obtained, the profit generated by the recognizable net assets fair value of the invested unit that shall be enjoyed Non-monetary assets exchange profit and loss Profit and loss of entrusting others to invest or manage assets All the assets impairment preparations counted and drawn due to 不可抗力 such as natural disasters Liability restructuring profit and loss Enterprise restructuring expenses Profit and loss exceeding the fair value generated by the transactions with the transaction prices obviously unfair Current profit and loss of the subsidiary company from the beginning of the period to the consolidation day generated by the enterprise merger under the common control Profit and loss generated by the contingencies irrelevant to the normal operating businesses of the Company Except the valid hedging business related to the normal operating businesses of the Company, fair value change profit and loss generated by holding transactional financial assets, financial liabilities, and investment profit obtained for disposing transactional financial assets, transactional financial liabilities and available-for-sale financial assets Accounts receivable impairment preparation transfer-back of impairment test conducted singly Profit and loss obtained by external entrusted loan 175 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Amount in the same Amount in this Explana Item period of the period tion previous year Profit and loss generated by the fair value changes of investment property with subsequent measurement conducted adopting fair value mode Impact on current profit and los by conducting one-time adjustment on the current profit and loss according to the requirements of tax and accounting laws and regulations Trust fee income obtained by entrusted operation Other non-operating income and expenditure except the -5,370,543.81 -6,384,742.00 above-mentioned items Other profit and loss items complying with the definition of 339,878,500.00 non-recurring profit and loss Subtotal 336,265,648.57 -3,617,468.00 Income tax influence amount --971,153.80 904,367.00 Influence amount of the equity of minority shareholders (after-tax) --2,336,444.77 771,523.00 Total 332,958,050.10 -1,941,578.00 2. Net assets profit rate and earnings per share According to the provisions of Information Disclosure, Compilation and Report Rules for Companies Issuing Securities Publicly No.9—Calculation and Disclosure of Profit Rate of Net Assets and Earnings Per Share (Revised in 2010) issued by China Securities Regulatory Commission, the weighted average net assets profit rate, basic earnings per share and diluted earnings per share of the Group in 2012 are as follows: Weighted average net assets Earnings per share Profit of the report period profit rate (%) Basic earnings per Diluted earnings share per share Net profit belonging to the shareholders of the parent 10.38% 1.49 1.49 company Net profit belonging to the parent company after deduction of the 9.02% 1.29 1.29 non-recurring profit and loss 3. Explanations on the extraordinary conditions and changes of the items of the main financial statements 1)Items with big changes from the closing consolidated balance sheet to the opening consolidated balance sheet: 176 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Item Closing amount Opening amount Amplitude of Reason for the difference change Notes receivable 2,947,367.39 5,748,800.00 -48.73% Caused by the acceptance bill being due Accounts receivable 68,072,310.52 162,099,162.73 -58.00% Collection of the accounts receivable was strengthened Non-current assets 1,970,595.79 16,756,858.87 -88.23% Credit loan is returned due in one year Long-term 49,721,270.00 -100.00% Entrusted loan was recovered receivables Long-term equity 1,519,198,350.32 1,083,249,770.92 140.24% New subsidiary companies investment Construction in 98,240,393.27 88,458,273.58 11.05% Increase of power supply process projects Deferred income tax 713,312,609.85 942,147,425.36 -24.28% Caused by the transfer-back of assets deferred income tax assets Notes payable 57,684,515.33 47,610,662.59 21.15% Increase of bank acceptable bill Accounts payable 8,679,956,190.36 11,796,898,896.95 -26.42% Decrease of land and project payable Accounts collected 30,862,520,673.59 28,463,966,430.34 8.42% Increase of unearned building in advance sales receivable Tax payable 1,029,682,569.46 1,951,582,353.18 -47.23% Corporate income tax annual filling Dividend payable 218,003,724.42 290,165,059.98 -24.86% Dividend payable to the minority shareholders by the subsidiary companies Non-current 7,793,444,930.39 7,380,992,296.97 5.58% Increase of long-term loan due liabilities due in one in one year year Other current 3,801,581,625.04 4,256,735,641.00 -10.69% Payable of final filing of land liabilities VAT 2)Items with big change amplitude of the consolidated profit statement of this year from those in the previous year are as follows: Amount in the same Amplitude of Item Amount in this period period of the previous Reason for the difference change year Total operating 16,133,568,321.26 10,080,507,691.00 Increase of revenue recognition income 60.05% Caused by increase of property Operating cost 11,677,655,973.79 7,602,729,071.00 53.60% sales and revenue recognition Increase of operating tax Business tax and 2,579,430,723.77 1,776,684,070.00 caused by increase of property addition 45.18% sales Sales expense 272,019,791.76 231,459,128.00 17.52% Increase of marketing scale Decrease of expenditure of Financial expenses 73,348,971.39 167,666,874.00 -56.25% bank loan interest Assets impairment derecognition of accrued -172,366,279.03 206,861,228.00 loss -183.32% inventory revaluation No new contract was signed Fair value change 1,584,407 -100.00% after the NDF contract of the 177 招商局地产控股股份有限公司财务报表附注 2013 年 1 月 1 日至 2013 年 06 月 30 日 (本财务报表附注除特别注明外,均以人民币元列示) Amount in the same Amplitude of Item Amount in this period period of the previous Reason for the difference change year profit year was settled and delivered Caused by the confirmation of Investment profit 282,179,758.93 24,881,684 the investment profit of 1034.09% Overseas Chinese City Non-operating Increase of government 11,774,703.28 6,454,536.00 income 82.43% subsidy received Non-operating Caused by tax fine and late 15,387,554.61 10,072,004 expenditure 52.78% penalty from previous years Caused by the increase of Income tax expense 1,476,586,830.88 792,399,255.00 86.34% payable tax income amount Chapter 9 Contents of the Documents for Reference (I) Financial statements are signed and sealed by the legal representative, responsible person in charge of the accounting work and responsible person of the accounting institution; (II) Originals of all the Company documents and originals of the announcements publicly disclosed on the newspapers specified by the China Securities Regulatory Commission in 2013; (III) English version of the Semi-Annual Report 2013. China Merchants Property Development Co., Ltd. August 22nd, 2013 178