China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text) Stock Code: 000024, 200024 Stock ID: CMPD, CMPD B Announcement No. CMPD 2013 062 China Merchants Property Development Co., Ltd. The 3rd Quarterly Report 2013 (Main Text) §1 Important Declaration 1.1 The Board of Directors, the Supervisory Committee, the directors, supervisors and executives of the Company guarantee that there are no significant omissions, fictitious or misleading statements carried in the Report and we will accept individual and joint responsibilities for the truthfulness, accuracy and completeness of the Report. 1.2 All of the directors presented the board meeting at which this Quarterly Report was examined. 1.3 The 3rd Quarterly Financial Statements 2013 were not audited by a CPA. 1.4 Mr. Lin Shaobin - the legal representative, Ms. Wu Zhenqin ? the chief financial officer, and Ms. Xu Yixia ? the manager of accounting department declare: the financial reports carried in this report are secured for its truthfulness and completeness. 1.5 This report is prepared both in English and Chinese. When there is any conflict in understanding, the Chinese version shall prevail. End of the report period End of last year Increase/decrease(%) Total asset (RMB) 123,294,099,633.93 109,197,242,683.06 12.91% Net asset value attributable to 26,717,351,765.23 shareholders of the listed 23,393,515,534.13 14.21% company (RMB) Jul- Sept. 2013 Increase/decrease(%) Increase/decrease(%) Jan- Sept. 2013 from last year from last year Operating income (RMB) 7,337,867,073.26 20.98% 23,471,435,394.52 45.37% Net profit attributable to shareholders of the listed 1,054,598,858.68 -11.98% 3,605,229,893.19 49.06% company (RMB) Net profit attributable to shareholders of the listed 1,044,501,788.95 -12.72% 3,262,174,773.36 34.85% company after deducting non-recurring (RMB) Net profit attributable to - - 793,743,280.63 34.85% shareholders of the listed 1 China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text) company after deducting non-recurring (RMB) Basic earnings per share 0.61 -11.98% 2.10 48.94% (RMB/share) Diluted earnings per share 0.61 -11.98% 2.10 48.94% (RMB/share) Weighted average net 4.03% Reduction of 1.41 14.44% UP by 3.18 percentage income/asset ratio (%) percentage points points §2 Financial Highlights and Change of Shareholders 2.1 Key financial information Was there any retrospective adjustment or restatement for the previous year accounting data during this report period? □ Yes √ No Non-recurring gain/ loss items and amounts √ Applicable □Not applicable Unit: RMB Amount from beginning of year to the end of report Non-recurring gain and loss items period Gain/loss of non-current assets -458,147.04 Government subsidies 24,788,100.00 Other non-operating income/expenditure net amount -6,256,474.99 Disposal of subsidiary investment returns 339,878,500.00 Impact on income tax -315,132.44 Influences on minority shareholders’ gains/ losses -14,581,725.70 合计 343,055,119.83 The non-recurring gain/ loss items defined by public security issuance company information disclosure explanatory announcement no. 1- non-recurring gain/ loss, and the non-recurring gain/ loss items listed in public security issuance company information disclosure explanatory announcement no. 1- non-recurring gain/ loss are defined as the non-recurring gain/ loss items, and the reasons should be explained. □Applicable√Not applicable 2.2 Total of shareholders and top-10 holders of current shares Unite: Shares 2 China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text) Total number of shareholders at 56,086 (including 47,555 A-share holders and 8,531 B-share holders) the end of the report period Shareholding of top 10 shareholders Share Pledged or luck-up Class of Amount of holding Restricted Name of shareholder proportion shares shareholder shares shares (%) Share state Amount China Merchants Shekou Industrial Zone State-owned legal Co., Ltd. person 40.38% 693,419,317 693,419,317 None None Full Space Investment Limited Overseas legal person 5.48% 94,144,050 94,144,050 None None China Merchants Securities Hong Kong Overseas legal Ltd. person 2.91% 49,964,987 49,242,245 None None FOXTROT INTERNATIONAL LIMITED Overseas person legal 1.61% 27,720,000 27,720,000 None None ORIENTURE INVESTMENT LTD Overseas legal person 1.55% 26,603,145 26,603,145 None None Communications Bank Schroder Growth Domestic none Stock Securities Investment Fund state-owned legal 0.82% 14,099,837 None None None person New China life insurance co., Ltd - Domestic none Dividends - Personal Dividends - 018 l - state-owned legal 0.80% 13,779,599 None None None FH002 Shen person GOLDEN CHINA MASTER FUND overseas agency 0.73% 12,458,713 None None None GF Gathered Rich Open Securities Domestic none Investment Fund state-owned legal 0.70% 12,000,000 None None None person GF Small-capitalization Growth Equity Domestic none Securities Investment Fund state-owned legal 0.68% 11,652,106 None None None person Top 10 holders of unconditional shares Category of shares Amount of shares without Name of the shareholder Category of trade limited conditions Amount shares Communications Bank Schroder Growth Stock Securities Investment Fund 14,099,837 A shares 14,099,837 New China life insurance co., Ltd - Dividends - Personal Dividends - 018 l - FH002 Shen 13,779,599 A shares 13,779,599 GOLDEN CHINA MASTER FUND 12,458,713 B shares 12,458,713 GF Gathered Rich Open Securities Investment Fund 12,000,000 A shares 12,000,000 GF Small-capitalization Growth Equity Securities Investment Fund 11,652,106 A shares 11,652,106 Full Goal Tianfu Innovative Theme Equity Securities Investment Fund 11,006,095 A shares 11,006,095 Huaxia Millennium Selected Equity Securities Investment Fund 10,098,217 A shares 10,098,217 BOCI SECURITIES LIMITED 9,755,100 B shares 9,755,100 Yin Hua SZSE 100 Index Classification Securities Investment Fund 9,338,363 A shares 9,338,363 Communications Bank Schroder Blue-chip Stock Securities Investment Fund 9,310,281 A shares 9,310,281 1. Among the shares held by China Merchants Securities Hong Kong Ltd., there were 49,242,245 shares purchased by Dafeng International in previous years; 2. China Merchants Shekou Industrial Zone and its subsidiaries Quantianyu Investment, Dafeng International, FOXTROT INTERNATIONAL LIMITED, and ORIENTURE INVESTMENT LTD are action-in-concert parties. 3. Guangfa Jufu Open Securities Investment Foundation and Guangdong Development Bank Growth Stock Fund were under the same foundation management company; 3 China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text) 4. Bank of Communications Schroders Fund Growth Stock and Bank of Communications Schroders Fund Blue Chip Investment were under the same foundation management company. §3 Significant Events 3.1 Situation and causations of major change in accounting items and indices Unit: RMB Increase/ Items 2013.09.30 2012.12.31 decrease Major causes (±%) Accounts receivable 72,082,396.56 162,099,162.73 -56% Recovering sale balance payment Prepayment 33,612,867.12 8,287,184.01 306% Increment of p repaid project payment Receivable other 12,045,217,963.93 8,183,491,572.92 47% Increment of refundable deposits Long-term equity Newly increased joint operation and joint 1,573,136,414.37 1,083,249,770.92 45% investment venture corporation investment Original value of Conrad hotel and Zhangzhou melody mountain 1,643,917,613.92 435,194,977.76 278% fixed assets villa carry forward fixed assets Short-term 5,020,000,000.00 2,105,000,000.00 138% Borrow money structure change borrowing Tax payable 1,228,802,776.81 1,951,582,353.18 -37% Paid tax after final settlement Increase/ Items Jan-Sep 2013 Jan-Sep 2012 decrease Major causes (±%) Operating income 23,471,435,394.52 16,145,682,256.00 45% Increment of carry-over mount of real estate sale Operating cost 12,589,719,333.16 7,633,306,776.00 65% Increment of carry-over mount of real estate sale Financial cost 160,079,728.23 261,184,597.00 -39% Sharp increase of exchange gain Loss from asset 206,804,476.00 -172,057,615.52 -183% Project inventory impairment provision return devaluation Changes in fair value 1,584,407.00 recognized in profit - -100% Trading financial assets at current period or loss 2,200,888.00 Change from cost method to equity method for Investment income 305,617,822.95 13786% accounting of Shenzhen Zhaohua company Non-business income 39,894,756.82 16,642,170.00 140% Increment of received governmental subsidy Income tax expense 2,002,712,262.59 1,337,718,297.00 50% Increment of taxable income Minority interest 661,170,576.00 1,060,595,133.24 60% Profit growth of cooperative project income 3.2 Progress of major issues and their influences and solutions (1) Progress of events of issuing shares to purchase assets and raise the matching capital and related transaction The company is planning the events of issuing shares to purchase assets and raise the matching capital and 4 China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text) the related transaction. On August 7, 2013, the Company's stocks were suspended. On September 17, 2013, the Company's stocks were resumed, and the Company disclosed the documents such as the Preplan of Issuing Shares to Purchase Assets and Raise the Matching Capital & Related Transaction Matters etc. On October 16, 2013, the Company disclosed the documents such as Draft of Issuing Shares to Purchase Assets and Raise the Matching Capital & Related Transaction Matters and announcement of shareholder meeting, etc. On October 23, the Company disclosed Announcement on the Resolutions of the 8th Temporary Meeting in 2013 of the 7th Board of Directors and announcement of shareholder meeting, etc. On Noveber 7, 2013, the Company will hold the second the extraordinary shareholders meeting in 2013, and examines the proposals related to issuing shares to purchase assets and raise the matching capital & related transaction. (2) Progress of internal assets reorganization and transaction of share-holding subsidiary company On April 25, 2013, the Company disclosed Announcement of Internal Assets Reorganization and Transaction of Share-holding Subsidiary Company; the company is a wholly owned subsidiary rui jia investment industrial co., LTD. (hereinafter referred to as the "rui jia investment") will transfer the part of its held subsidiary equity and related claims, including part of share-holding subsidiaries operated by the Company in Chinese mainland and the real estate projects operated by the share-holding subsidiaries, into share-holding subsidiary (hereinafter referred to as the "transaction") Tonic Industries Holdings Ltd. (hereinafter referred to as the " Tonic Industries "). As the deal prerequisites are not completely satisfied at the desired performance date, on July 4, 2013, the Company disclosed the event that the Tonic Industries delayed general meeting of shareholders about trading. Along with the implementation of the prerequisites, the reference date involved in the audit report is changed to July 31, 2013 from December 31, 2012, the reference date of an assessment report is changed to July 31, 2013 from March 31, 2013, and the trading price is changed to hk $6.688 billion from hk $6.177 billion. In view of the above trade base date and price changes, on September 23, 2013, the both trade sides signed a supplementary agreement and made a public announcement. On October 10, 2013, the Tonic Industries dispatched a shareholder circular about transaction, and the Tonic Industries are informed to hold independent shareholder meeting on October 28, 2013 to examine and approved the deal. 3.3 Commitment issues made by the Company or shareholders with over 5% of shares in the report term or carried down from the previous terms. Date of Party of Term of Status of Commitments Content of Commitments commitme commitment commitment fulfilling nt Due at the day In the report after two years term, Commitment in Will input properties including high quality lands to support Dec 9 upon stop CMSIZ was share equity CMSIZ the Company’s development after the share equity 2005 holding of the fully acting relocation relocation. Company’s as shares committed. Other CMSIZ, the controlling shareholder of the Company, Due at the day In the report commitments to promised not to conduct or participate with 3rd parties in Mar 19 after two years term, CMSIZ mid-small any business or activities possibly competing with the 2008 upon stop CMSIZ was shareholders Company in terms of business, new commodities and new holding of the fully acting 5 China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text) technology in any forms (including but not limited to direct Company’s as operation, indirect operation, joint investment). Never use shares committed. the information obtained from the Company to conduct or participate in and competitive activities against the Company. 3.4 Business forecast for 2013 Alert of loss or significant change in net profit from the beginning of year to the end of next report period or comparing with the same period of last year, and statement of causations. □Applicable √ Not applicable 3.5 Securities investment □Applicable √ Not applicable 3.6 Investment of derivate instruments Derivate instruments in stock at the end of period □Applicable √ Not applicable 3.7 Table about investigations, communications and interviews received by the Company during the report period Content Recepti Reception Received object discussed and Reception date Received object on place way type information provided Telephone Shenzhe Institutional July 4, 2013 communic Invesco Hong Kong Limited n investor ation Telephone Shenzhe Institutional July 4, 2013 communic Heqi Invenstment n investor ation Telephone Shenzhe Institutional July 4, 2013 communic Manulife Asset Management n investor ation Telephone Shenzhe Institutional China International Capital Corporation July 4, 2013 communic n investor limited ation Telephone ① Introducing Shenzhe Institutional July 8, 2013 communic GF Securities operation of the n investor ation Company ② Telephone Discussing the Shenzhe Institutional July 8, 2013 communic Orient Securities industry n investor ation development; 6 China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text) Telephone ③ Providing the Shenzhe Institutional July 9, 2013 communic GF Securities information n investor ation announced and Telephone brochure for Shenzhe Institutional July 10, 2013 communic Guodu Securities projects of the n investor ation Company. Telephone ④ Visiting the Shenzhe Institutional July 10, 2013 communic Credit Suisse Founder Company n investor ation on-sale Field buildings, and Shenzhe Institutional KGI Asia Securities, Franklin Huamei July 11, 2013 investigati providing n investor Investment Trust, Galloping Horse Capital on building sales Telephone brochure Shenzhe Institutional August 7, 2013 communic GF Securities n investor ation Telephone Shenzhe Institutional August 7, 2013 communic China Merchants Securities n investor ation Telephone Shenzhe Institutional August 7, 2013 communic Sealand Securities n investor ation Telephone Shenzhe Individual August 7, 2013 communic Individual Investor n Investor ation Field Shenzhe Institutional August 7, 2013 investigati BOC International n investor on Field Institutional August 14, 2013 Zhuhai investigati BNP Paribas investor on Field Institutional August 15, 2013 Foshan investigati BNP Paribas investor on Field Shenzhe Institutional August 16, 2013 investigati Guosen Securities n investor on Telephone Shenzhe Institutional August 22, 2013 communic GF Securities n investor ation Telephone Shenzhe Institutional August 22, 2013 communic BOC International n investor ation Shenzhe Telephone Institutional August 22, 2013 Goldman Sachs n communic investor 7 China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text) ation Telephone Shenzhe Individual August 23, 2013 communic Individual Investor n Investor ation Telephone Shenzhe Individual August 26, 2013 communic Individual Investor n Investor ation Telephone Shenzhe Individual August 27, 2013 communic Individual Investor n Investor ation Field Shenzhe Institutional Guotai Junan Securities, New China Life August 30, 2013 investigati n investor Insurance on Telephone September 5, Shenzhe Individual communic Individual Investor 2013 n Investor ation Telephone September 9, Shenzhe Individual communic Individual Investor 2013 n Investor ation September 11, Shenzhe Strategic Institutional Strategic seminar of Guosen Securities 2013 n seminar investor Field September 12, Shenzhe Institutional Investigation organized by Guosen investigati 2013 n investor Securities on September 12, Shenzhe Strategic Institutional Strategic seminar of Ping An Securities 2013 n seminar investor Telephone September 16, Shenzhe Institutional communic Citic Securities organization 2013 n investor ation Telephone September 16, Shenzhe Institutional communic China Jianyin Investment Securities 2013 n investor ation Telephone September 16, Shenzhe Institutional communic Ping An Securities 2013 n investor ation Telephone September 16, Shenzhe Institutional communic Guosen Securities 2013 n investor ation Telephone September 17, Shenzhe Institutional communic Orient Securities 2013 n investor ation Telephone September 17, Shenzhe Institutional communic Shanghai Jinli Investment 2013 n investor ation 8 China Merchants Property Development Co., Ltd. The 3st Quarterly Report 2013 (Main Text) Telephone September 17, Shenzhe Institutional communic Guotai Junan Securities organization 2013 n investor ation Telephone September 24, Shenzhe Institutional communic Explanation session 2013 n investor ation Field September 25, Shenzhe Institutional investigati Yinhua Fund 2013 n investor on 9