CMPD the 1st Quarterly Report 2014 (Main Text t) Stock Code: 000024, 200024 Stock ID: CMPD, CMPD B Announcement No.: 【CMPD】2014-027 China Merchants Property Development Co., Ltd. The 1st Quarterly Report 2014 (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 1st Quarterly Financial Statements 2014 were not audited by a CPA. 1.4 Mr. Sun Chengming - the legal representative, Ms. Wu Zhenqin – the chief financial officer, and Ms. Li Shifang – 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. §2 Financial Highlights and Change of Shareholders 2.1 Main accounting data and financial index Was there any retrospective adjustment or restatement for the previous year accounting data? □ Yes √ No This report period The same period of last year Increase/decrease (%) Operating income (RMB) 7,250,648,108.95 6,144,504,542.89 18.00% Net profit attributable to shareholders of the listed 755,433,248.27 810,701,084.56 -6.82% company (RMB) Net profit attributable to shareholders of the listed company after deducting non-recurring gains and 794,757,195.17 801,556,684.90 -0.85% losses (RMB) Net cash flow from operating activities -4,330,633,173.95 790,021,934.12 -648.17% (RMB) Basic earnings per share (RMB/share) 0.44 0.47 -6.38% Diluted earnings per share (RMB/share) 0.44 0.47 -6.38% 1 CMPD the 1st Quarterly Report 2014 (Main Text t) Weighted average net income/asset ratio (%) 2.79% 3.41% Down by 0.62% End of this report period End of last year Increase/decrease (%) Total asset (RMB) 134,967,470,187.77 134,040,446,989.65 0.69% Net asset value attributable to shareholders of the 27,480,935,215.51 26,725,501,967.24 2.83% listed company (RMB) As of the trading day before disclosure, the total share capital of the company is 1,717,300,503 shares. From the period-end to the disclosure day of the quarterly report, the company did not change or influence the amount of owner's equity through issue of new shares, issue of additional stock, allotment of shares, equity-based incentive and buyback. 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 -19,616.60 Government subsidies 518,000.00 Other non-operating income/expenditure net of the items above -1,125,144.84 Other items in line with definition of non-recurring gain/loss -38,732,418.92 Influences on minority shareholders’ gains/ losses 43,143.89 Impact on income tax -7,910.43 Total -39,323,946.90 Note: The Shenzhen China Merchants Overseas Chinese Town Investment Co., Ltd (SCMOCTI) was a subsidiary of the Company, and a change of control occurred on April 1, 2013. According to Interpretation No. 4 of the Accounting Standards for Business Enterprises, the change of control of SCMOCTI is deemed as the disposal of equity by our company. The remaining equity is re-measured at fair value. The difference between the fair value and the original book value of the remaining equity is recognized as the investment income of the year totaling RMB339,878,500. As the fair value of the remaining equity is the assessment appreciation of inventory, the company carried back RMB38,732,418.92 of long-term equity investment appreciation confirmed by assessment appreciation according to the ratio of inventory area actually carried forward during January-March of the year to the available area for sale in the inventory to be carried forward on the assessment day. √ Applicable □ Not Applicable 2.2 Total of shareholders and top-10 holders of current shares Unite: Shares Total number of shareholders at 66,588 (including 56,747 A-share holders and 9,841 B-share holders) the end of the report period Shareholding of top 10 shareholders Class of Share Amount of holding Restricted Pledged or luck-up Name of shareholder shareholder proportion shares shares shares 2 CMPD the 1st Quarterly Report 2014 (Main Text t) (%) Share state Amount China Merchants Shekou Industrial Zone State-owned legal 40.38% 693,419,317 693,419,317 None None Co., Ltd. person Overseas legal FULL SPACE INVESTMENT LIMITED 5.48% 94,144,050 94,144,050 None None person China Merchants Securities Hong Kong Overseas legal 2.91% 49,898,818 49,242,245 None None Co., Ltd. person Overseas legal FOXTROT INTERNATIONAL LIMITED 1.61% 27,720,000 27,720,000 None None person Overseas legal ORIENTURE INVESTMENT LTD 1.55% 26,603,145 26,603,145 None None person Domestic none Full Goal Tianfu Innovative Theme Equity state-owned legal 1.11% 19,009,918 None None None Securities Investment Fund person Domestic none None China Pacific life insurance Co., Ltd. - state-owned legal 1.08% 18,501,423 None None Traditional-General Insurance Products person Domestic none None China Pacific life insurance Co., Ltd. - state-owned legal 0.76% 12,965,823 None None Dividends - Personal Dividends person Overseas legal None GOLDEN CHINA MASTER FUND 0.75% 12,873,191 None None person Domestic none National Social Insurance Fund 102 state-owned legal 0.73% 12,546,211 None None None Combination 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 Full Goal Tianfu Innovative Theme Equity Securities Investment 19,009,918 A shares 19,009,918 Fund China Pacific Life Insurance Co., Ltd. - Traditional - General 18,501,423 A shares 18,501,423 Insurance Products China Pacific Life Insurance Co., Ltd. -Dividends - Personal A shares 12,965,823 12,965,823 Dividends GOLDEN CHINA MASTER FUND 12,873,191 B shares 12,873,191 National Social Insurance Fund 102 Combination 12,546,211 A shares 12,546,211 3 CMPD the 1st Quarterly Report 2014 (Main Text t) New China Life Insurance Co., Ltd - Dividends - Personal A shares 11,850,000 11,850,000 Dividends – 018L - FH002 Shen VALUE PARTNERS CLASSIC FUND 11,121,713 B shares 11,121,713 GF Small-capitalization Growth Equity Securities Investment Fund 10,552,812 A shares 10,552,812 Huaxin Trust Co., Ltd 9,767,652 A shares 9,767,652 BOCI SECURITIES LIMITED 9,483,400 B shares 9,483,400 1. In the Company shares held by China Merchants Securities Hong Kong Co., Ltd., 49,242,245 shares were bought in by Top Chief in the previous year through entrustment; 2. Shekou Industrial Zone and its subsidiaries Full Space Investment, Top Chief International, FOXTROT INTERNATIONAL LIMITED, and ORIENTURE INVESTMENT LTD are persons acting in concert. 3. China Pacific Life Insurance Co., Ltd.-Traditional-General Insurance Products and China Pacific Life Insurance Co., Ltd.- Dividends - Personal Dividends belong to the same fund management company. Do the shareholders of the Company have the agreement repurchase transactions during the report period? □ Yes √ No §3 Significant Events 3.1 Situation and causations of major change in accounting items and indices December 31, Increase/ Assets and liabilities items March 31, 2014 Major Change Reasons 2013 Decrease (±%) Increase of receivables from Accounts receivable 12,192 7,686 0.03% sale of real estate Accrued employee 16,702 38,589 -0.16% Payment of accrued payroll compensation Increase of interests payable Interest payable 23,595 15,236 0.06% on bank borrowings Dividends payable 512 12,093 -0.09% Payment of accrued dividends Increase/ Gain/ loss items Jan-Mar, 2014 Jan-Mar, 2013 Major Change Reasons Decrease (±%) Increase of sales of real estate Operating cost 457,655 303,870 51% carried forward during the period Operating tax and additional As the margin of the items 73,277 107,257 -32% carried forward is low, the land expenses appreciation tax decreased. The interest payment and foreign exchange losses of the Financial cost 21,683 6,255 247% period increased on the year-over-year basis. The investment income increased due to the changes of Investment income 11,944 231 5082% the equity act of affiliated company. 4 CMPD the 1st Quarterly Report 2014 (Main Text t) Increase/ Cash flow items Jan-Mar, 2014 Jan-Mar, 2013 Major Change Reasons Decrease (±%) Sub-total of cash outflow from The land and infrastructure 1,458,050 925,954 57% expenses increased than one business activities year earlier. Net cash flow generated by The growth of operating cash -433,064 79,003 -648% outflow is larger than that of business operation the operating cash inflow. Sub-total of cash outflow due The cash paid for acquisition 7,150 4,374 63% to investment activities of equity increased. Cash outflows year-on-year Net cash flow generated by increased, but cash inflows -7,150 -4,361 64% investment year-on-year decreased in the investment activities. Subtotal of cash inflow from New borrowings of the period 348,257 710,170 -51% financing activities decreased. Subtotal of cash outflow due to Repayment of borrowings 374,651 203,812 84% financing activities increased. 3.2 Progress of major issue and their influences and solutions References of Disclosure Overview of Major Issue Disclosure Date Websites of Interim Report At the second extraordinary general meeting of shareholders in 2013, the Company has discussed and passed the proposal in which shares will be issued to buy For more information, please assets and raise money for the associated transactions. On refer to China Securities News, Nov 28, 2013, the company received the notice on Nov 29, 2013; Nov 8, 2013; Oct. 23, Securities Times, Shanghai processing application for administrative approval. That 2013; Oct. 16, 2013; Sep 17, 2013 Securities News, Hong Kong means the China Securities Regulatory Commission has accepted the application of administrative approval the Commercial Daily, Securities company has filed for the issue of new shares to buy Daily and www.cninfo.com.cn. assets and raise money for the associated deal. The application remains in the stage of review. 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 Commitment in Will input properties including high quality lands to support Due at the day In the report Dec 9 share equity CMSIZ the Company’s development after the share equity after two years term, 2005 relocation relocation. upon stop CMSIZ was 5 CMPD the 1st Quarterly Report 2014 (Main Text t) holding of the fully acting Company’s as shares committed. CMSIZ, the controlling shareholder of the Company, promised not to conduct or participate with 3rd parties in Due at the day In the report any business or activities possibly competing with the Other after two years term, Company in terms of business, new commodities and new commitments to Mar 19 upon stop CMSIZ was CMSIZ technology in any forms (including but not limited to direct mid-small 2008 holding of the fully acting operation, indirect operation, joint investment). Never use shareholders Company’s as the information obtained from the Company to conduct or shares committed. participate in and competitive activities against the Company. 3.4 Non-operating capital occupying conditions of controlling shareholders and their related parties for listed company Unit: 0,000 RMB Amount of Total newly repay Names of increased amoun Predicte Predicted Opening Closing Predicte shareholders or Holding time Reasons occupying t d repay repay time balance balance d repay related persons during during amount (month) way report report period period Shanghai New September, Nanshan Real 2011 to now Fund Cash December, 14,934 2,070 - 17,004 17,004 Estate Development borrowing pay off 2014 Co., Ltd Jones Tech Limited December, 2012 Reinvest 6,243 - 6,243 - - - - to now ment fund Holly Profit December, 2012 Reinvest 9,255 - 9,255 - - - - Limited to now ment fund Blue Cove December, 2013 Reinvest 4,481 - 4,481 - - - - International Ltd to now ment fund Powerwise December, 2013 Reinvest 8,903 - 8,903 - - - - International Ltd to now ment fund Total 43,816 2,070 28,882 17,004 - 17,004 - 3.5 Business forecast for January-June in 2014 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 3.6 Securities investment □Applicable √ Not applicable 6 CMPD the 1st Quarterly Report 2014 (Main Text t) Explanation of holding stock rights of other listed companies □Applicable √ Not applicable 3.7 Investment of derivate instruments Derivate instruments in stock at the end of period □Applicable √ Not applicable 3.8 Table about investigations, communications and interviews received by the Company during the report period Received object Content discussed and Reception date Reception place Reception way Received object type information provided Telephone Institutional January 4, 2014 Shenzhen China Securities communication investor Telephone Institutional January 7, 2014 Shenzhen Orient Securities communication investor Telephone January 8, 2014 Shenzhen individual investor individual investor communication Telephone January 8, 2014 Shenzhen individual investor individual investor communication Project Institutional Everbright January 8, 2014 Shanghai ① Introducing operation investigation investor Securities of the Company Institutional ② Discussing the January 9, 2014 Shenzhen Field investigation Runhui Investment investor industry development; Institutional ③ Providing the January 14, 2014 Suzhou, Shanghai Field investigation Runhui Investment investor information announced and William Blair、 brochure for projects of the Institutional January 15, 2014 Nanjing, Suzhou Field investigation Company. investor CICC ④ Visiting the Company Telephone January 16, 2014 Shenzhen individual investor individual investor on-sale communication Institutional January 17, 2014 Shenzhen Field investigation Harvest Fund investor China Asset Institutional January 24, 2014 Shenzhen Field investigation Management, investor Haitong Securities Telephone Institutional Hillhouse Capital January 29, 2014 Shenzhen communication investor Management February 8, 2014 Shenzhen Field investigation Institutional Fullgoal Fund 7 CMPD the 1st Quarterly Report 2014 (Main Text t) investor Telephone Institutional Ping An Securities, February 10, 2014 Shenzhen GF Securities, communication investor Schroders Fund GF Securities, Institutional China Asset February 12, 2014 Shenzhen Field investigation Management,Yinhu investor a Fund, Penghua Fund, etc Telephone February 12, 2014 Shenzhen individual investor individual investor communication Telephone Institutional February 12, 2014 Shenzhen CICC communication investor Telephone February 12, 2014 Shenzhen individual investor individual investor communication Telephone February 14, 2014 Shenzhen individual investor individual investor communication Telephone Institutional February 17, 2014 Shenzhen Huatai Securities communication investor Telephone February 20, 2014 Shenzhen individual investor individual investor communication Telephone February 27, 2014 Shenzhen individual investor individual investor communication Telephone March 5, 2014 Shenzhen individual investor individual investor communication Telephone March 13, 2014 Shenzhen individual investor individual investor communication 40 institution s such as Guotai Junan Securities, CITIC Securities, Institutional China Jianyin March 17, 2014 Shenzhen Field investigation Investment investor Securities, Fullgoal Fund, Citic-prudential Fund、Penghua Fun, etc. Baring Asset Management Limited, Norges Institutional Bank, Capital March 24, 2014 Hong Kong Strategic seminar investor Research Global Investors, Manulife, Morgan Stanley Investment 8 CMPD the 1st Quarterly Report 2014 (Main Text t) Management Company, Three Corner Telephone Institutional March 31, 2014 Shenzhen GF Securities communication investor Telephone Institutional March 31, 2014 Shenzhen China Securities communication investor Telephone Institutional March 31, 2014 Shenzhen Runhui Investment communication investor 9