Report Q3 2015 of China Merchants Property Development Co., Ltd. Stock code: 000024, 200024 Stock short name: ZSDC, ZSJB Announcement No.: [CMPD] 2015 - 101 Report Q3 2015 Section I Important Notice Board of Directors and Board of Supervisors of the Company and its directors, supervisors and officers hereby guarantee that this resolution is free from any fault, misleading statement or major omission and bear joint and several liabilities for the truthfulness, accuracy and completeness of contents described herein. All board members have been present at the board meeting for auditing the Q3 report. The Report Q3 2015 has not been audited by the accounting firm. The legal representative Sun Chengming, Chief Financial Director Wu Zhenqin and Manager of Finance Department Li Shifang hereby state that the financial statements under the Report are authentic and complete. The Report is made in Chinese and English. In case of any discrepancy, the Chinese version shall prevail. 1 Report Q3 2015 of China Merchants Property Development Co., Ltd. Section II Changes in Main Financial Data and Shareholders I. Main accounting data and financial indices No retroactive adjustment or restatement of accounting data for previous years due to changes in accounting policies and correction of accounting errors End of report period End of last year Increase or decrease Total assets (yuan) 181,417,972,515.29 151,692,365,118.58 19.60% Net assets attributable to the shareholders of listed company 32,871,275,531.09 31,094,416,110.82 5.71% (yuan) From beginning of Year-on-year increase Year-on-year increase or Report period year to end of report or decrease decrease period Business income (yuan) 5,932,085,076.85 -23.02% 23,906,033,514.31 0.64% Net profits attributable to the shareholders of listed company 73,504,383.25 -83.85% 2,219,006,547.94 -0.97% (yuan) Net profits attributable to shareholders of listed company after 149,400,339.79 -68.01% 1,899,717,324.43 -17.76% deducting non-recurring profits and losses (yuan) Net cash flow from business -- -- -2,652,969,494.21 51.72% activities (yuan) Basic earnings per share (yuan 0.03 -83.33% 0.86 -1.15% /share) Diluted earnings per share (yuan 0.03 -83.33% 0.86 -1.15% /share) 1.41 percentage point 1.23 percentage points l Weighted average return on equity 0.22% 6.95% s lower ower Items and amount of non-recurring profits and losses Unit: yuan Items of non-recurring profits or losses Amount from beginning of year to end of report period Losses and profits on disposal of non-current assets 64,022.09 Government subsidies 11,958,706.10 Profits or losses from external entrusted loans 19,141,960.71 Other non-business incomes and expenditures deducted by the above items 8,297,525.04 2 Report Q3 2015 of China Merchants Property Development Co., Ltd. Other profits or losses recognized by CSRC 298,306,322.02 Affected amount of minority shareholders -9,792,112.92 Affected amount after income taxes -8,687,199.53 Total 319,289,223.51 Note 1: From January to September, the net profits attributable to the shareholders of listed company and operating income maintained simultaneous increase. At the end of reporting period, the balance of advances received was RMB 53,272 million increasing by RMB 17,673 million, up 50% from the year earlier. In this quarter, operating income decreased by RMB 1,774 million, down 23.02% from the year earlier due to the carry-forward progress of the Company’s property project, which resulted in the gross profits decreasing by RMB 20.24 million during the reporting period. However, exchange losses generated from the foreign currency loans increased due to the fluctuation of foreign exchange rate in August resulting in the sharp decrease of the net profits attributable to the shareholders of listed company from the year earlier. From January to September, exchange losses included in the financial expenses amounted to RMB 382,317.4 thousand (wherein the exchange losses amounting to RMB 428.31 million in the third quarter), while exchange losses included in the financial expenses amounted to RMB 50,151.7 thousand in the same period last year. Holding a certain amount of foreign currency loans is the important factor that comprehensive financing cost of the Company is low; in view of the frequent fluctuation of foreign exchange rate, the Company successively substitute RMB loans for part of foreign currency loans by taking into account the demand for foreign currency to reduce the fluctuation risk of foreign exchange rate. Note 2: the long-term equity investment after change in control of Shenzhen Overseas Chinese Town Co., Ltd. (OCT) by the Company is measured by fair value. The equity fair value is mainly inventory evaluation added value. From January to September, 2014, based on the ratio of actual carry-forward inventory area in the total salable area of inventory to be carried forward on the date of control right change of OCT, the added value of long-term equity investment acknowledged by assessment added value subject to corresponding written off is RMB 29,197,537.31. Note 3: The Company acquired control over Beijing Guangying Residential Property Development Limited and consolidated financial statements on May 1, 2015. Its identifiable net assets was measured as per the fair value by the Company on the date of control right change and the investment income of RMB 432,538,803 is included due to inventory evaluation appreciation. In May to September 2015, based on the ratio of actual carry-forward inventory area in the total salable area of inventory to be carried forward on the date of control right change, the inventory evaluation appreciation subject to corresponding written off is RMB 458,087,030.62 (Net amount after deduction of income tax expenses and minority shareholders’ profit or loss is RMB 116,812,192.81). Due to control right change, other owners’ equity in connection with the previously held equities transferred and included in the investment income is RMB 11,777,249.14. II. Total and top ten shareholders at the end of reporting period 1. Total and top ten common shareholders at the end of report period Unit: share Total number of common shareholders at the end of report 99,026 (A-shares: 89,426, B-shares: 9,600) period Top ten common shareholders Nature of Quantity of Quantity of Pledged or frozen Name of shareholder Share shareholder shares restricted shares shares 3 Report Q3 2015 of China Merchants Property Development Co., Ltd. Quant Status ity China Merchants Shekou Industrial Zone Holdings State-owned 40.38% 1,040,128,975 1,040,128,975 None None Co., Ltd. corporate Overseas FULL SPACE INVESTMENT LIMITED 5.48% 141,216,075 141,216,075 None None corporate Overseas China Merchants Securities (HK) Co., Ltd. 2.96% 76,125,377 73,863,367 None None corporate Overseas FOXTROT INTERNATIONAL LIMITED 1.61% 41,580,000 41,580,000 None None corporate Overseas ORIENTURE INVESTMENT LTD 1.55% 39,904,717 39,904,717 None None corporate Overseas GOLDEN CHINA MASTER FUND 1.03% 26,487,893 None None None organization Domestic Sun Huigang natural 0.98% 25,310,000 None None None person Domestic non-state-o National Social Security Fund 118 Portfolio 0.86% 22,189,608 None None None wned corporate Domestic non-state-o National Social Security Fund 108 Portfolio 0.68% 17,541,741 None None None wned corporate Overseas CITIGROUP GLOBAL MARKETS LIMITED 0.57% 14,760,893 None None None organization Top ten un-restricted common shareholders Class of shares Name of shareholder Quantity of un-restricted common shares Class Quantity GOLDEN CHINA MASTER FUND 26,487,893 B share 26,487,893 Sun Huigang 25,310,000 A share 25,310,000 National Social Security Fund 118 Portfolio 22,189,608 A share 22,189,608 National Social Security Fund 108 Portfolio 17,541,741 A share 17,541,741 CITIGROUP GLOBAL MARKETS LIMITED 14,760,893 A share 14,760,893 Fang Deji 13,640,535 A share 13,640,535 GREENWOODS CHINA ALPHA MASTER 13,031,565 B share 13,031,565 FUND 4 Report Q3 2015 of China Merchants Property Development Co., Ltd. Invesco Great Wall Selective Blue Chip Share 13,000,000 A share 13,000,000 Securities Investment Funds Rongtong New Blue Chip Securities Investment 11,364,786 A share 11,364,786 Funds National Social Security Fund 413 Portfolio 11,000,023 A share 11,000,023 China Merchants Shekou Industrial Zone Holdings Co., Ltd. (hereinafter referred to as “CMSIZH”) and its subsidiaries - FULL SPACE INVESTMENT LIMITED, FOXTROT INTERNATIONAL LIMITED and ORIENTURE Statement on relationship and acting in concert of INVESTMENT LTD are Persons Acting in Concert; GOLDEN CHINA the above-mentioned shareholders MASTER FUND and GREENWOODS CHINA ALPHA MASTER FUND are Persons Acting in Concert. Dafeng International, a subsidiary of CMSIZH, has entrusted 73,863,367 shares of the Company to China Merchants Securities (Hong Kong) Co., Ltd. Description of the top 10 common shareholders None envolved in securities margin trading (if any) 5 Report Q3 2015 of China Merchants Property Development Co., Ltd. Section III Important Events I. Facts and causes for change in main accounting statement items and financial indices during the report period Unit: RMB 10,000 Increase or Financial liabilities 2015.09.30 2014.12.31 decrease (± Main cause of change %) Land prepayment converted into Prepayments 136,083 361,919 -62% inventory The increase of the due intercourse Other receivables 1,616,843 894,186 81% funds of joint ventures and associated enterprises Other current assets 514,687 355,070 45% Increase of pre-paid tax Short-term loans 30,000 388,690 -92% Payment of short-term debt The increase of the payable project Notes payable 55,993 4,734 1083% funds with bills Increase of advance payment for Advances received 5,327,221 3,559,929 50% building sales expense received The payment of unpaid taxes and Tax payable 141,242 313,369 -55% dues Interests payable 28,809 19,214 50% Increase of borrowings Other payables 1,598,584 1,178,251 36% Increase of payables for partners Issuing the tickets and convertible Bonds payable 762,942 301,808 153% bonds The increasing payables by Long-term payables 361,944 10,435 3368% transferring the rights and interests of subsidiary companies The fair-value adjustment of assets Deferred income tax liabilities 48,048 3,582 1241% by enterprise merger Increase or January - January - Profits or losses decrease (± Main cause of change September 2015 September 2014 %) Year-on-year increase of interest Financial expenses 115,514 49,584 133% exchange and foreign exchange loss at current period The original holding shares shall be Investment income 54,288 21,572 152% remeasured in accordance with the fair value for the changes of control 6 Report Q3 2015 of China Merchants Property Development Co., Ltd. right of the newly-added subsidiary companies. Increase or January - January - Cash flow decrease (± Main cause of changes September 2015 September 2014 %) Cash inflows for operating Increase of received payment for 4,633,691 3,529,602 31% activities building sales expense Net cash flows from operating Increase of received payment for -265,297 -549,463 52% activities building sales expense Consolidation of newly-added Sub-total of cash inflows from 70,090 4,003 1651% subsidiaries’ cash at the beginning of investing activities period The increasing investment spending Sub-total of cash outflows from 157,094 11,785 1233% of joint ventures and associated investing activities enterprises Investment spending cash is greater Net cash flows from investing -87,004 -7,783 1018% than the increased net cash of activities acquisition subsidiaries Cash inflows for financing 2,338,104 1,647,066 42% The increase of bank loans and bonds activities The year-on-year increase of bank Net cash flows from financing 670,522 323,679 107% loans and bonds are more than that of activities return loans II. Analysis and interpretation of key progress and influence Disclosing website of interim report Summary of important events Date of disclosure provided Approved in the 6th Temporary Conference of the 7th Board of Directors of the Company in 2015, the Company has applied to China Securities Regulatory Commission for withdrawal of the Detailed information has been disclosed on documents on applying for the public China Securities Journal, Securities Times, issuance of convertible bonds in 2014. The August 12, 2015 Shanghai Securities News, Hong Kong Company has received the Notice on Commercial Daily, Securities Daily and Review Termination of the Administrative Cninfo http://www.cninfo.com.cn. Licensing Application by China Securities Regulatory Commission ([2015] No.131). China Securities Regulatory Commission decided to terminate the review for the above administrative license application. 7 Report Q3 2015 of China Merchants Property Development Co., Ltd. Relevant matters relating to the Issuance of Detailed information has been disclosed on A-shares by China Merchants Shekou China Securities Journal, Securities Times, Industrial Zone Holdings Co., Ltd. for September 18, 2015, September 24, 2015, Shanghai Securities News, Hong Kong Stock-for-stock of the Company and October 10, 2015 Commercial Daily, Securities Daily and Issuance of A-shares to Specific Objects Cninfo http://www.cninfo.com.cn. for Raising of Supporting Funds III. Existing commitments made by the Company or shareholders of 5% and above in/before the report period □ Applicable □ Inapplicable Commitmen Performanc Commitment Content Time Term t party e Till two During the years after report the period, Commitment of After reform of non-tradable shares, land and shareholder commitmen equity division CMSIZH other high-quality assets will be continued to be December 9, 2005 no longer ts have reform input to support the Company development. holds the been shares of the strictly Company fulfilled. WHEREAS, the convertible bonds to be issued by China Merchants Property in public in 2015 During the are required for issuance of convertible bond this report time, as the holding stockholder of CMSIZH period, makes a commitment: provided that the Company Commitment made Long-term commitmen CMSIZH and investors suffer losses arising out of the March 11, 2015 in IPO/refinancing effective ts have violation of laws and rules including the matter of been leaving non-disclosed land idle during the report strictly period by China Merchants Property, the fulfilled. committing party shall undertake the corresponding liability for damage. Not to (directly or indirectly) engage in or develop any businesses or projects with business Till two During the scopes similar to the Company; not to establish, years after report develop, participate in or assist in any enterprises the period, Other commitments with any direct or indirect competition with the shareholder commitmen for non-majority CMSIZH Company for the China Merchants Group and the March 19, 2008 no longer ts have shareholders related parties or on behalf of any third parties; holds the been not to engage in or participate in (directly or shares of the strictly indirectly in) activities that compete with the Company fulfilled. Company by taking advantages of the information obtained from the Company; and not to have any 8 Report Q3 2015 of China Merchants Property Development Co., Ltd. other competing behaviors that infringe or may infringe the Company interests. Has the commitment performed in a Yes timely manner Cause for failed performance and Inapplicable next plan (if any) IV. Estimates of 2015 Business Performance Inapplicable V. Security investment Inapplicable VI. Equities of other listed company held by the company Inapplicable VII. Investment in derivatives Inapplicable VIII. Research, communication, interview, etc. received during the reporting period Category of the Main discussion points and Time Place Method Party received party information provided Telephone July 1, 2015 Shenzhen Individual investors Individual investors communication Telephone July 2, 2015 Shenzhen Individual investors Individual investors communication Telephone July 3, 2015 Shenzhen Individual investors Individual investors communication Telephone July 6, 2015 Shenzhen Individual investors Individual investors communication Telephone July 7, 2015 Shenzhen Individual investors Individual investors communication Telephone July 8, 2015 Shenzhen Individual investors Individual investors communication 9 Report Q3 2015 of China Merchants Property Development Co., Ltd. Telephone ① Introduction to the July 9, 2015 Shenzhen Individual investors Individual investors communication Company’s business operation; Telephone July 10, 2015 Shenzhen Individual investors Individual investors ② Discussion on industrial communication development; Jefferies, China July 10, 2015 Shenzhen Field research Institution investors ③ Provision of declared AMC information and the project Monday, July 13, Telephone Shenzhen Individual investors Individual investors brochure of the Company; 2015 communication ④ Visit to the on-sale Telephone buildings of the Company July 14, 2015 Shenzhen Individual investors Individual investors communication and provision of sales Telephone brochure. July 15, 2015 Shenzhen Individual investors Individual investors communication Telephone July 16, 2015 Shenzhen Individual investors Individual investors communication Telephone July 17, 2015 Shenzhen Individual investors Individual investors communication Telephone July 20, 2015 Shenzhen Individual investors Individual investors communication Telephone July 21, 2015 Shenzhen Individual investors Individual investors communication Telephone July 21, 2015 Shenzhen Institution investors GF Securities communication Telephone July 22, 2015 Shenzhen Individual investors Individual investors communication Telephone July 23, 2015 Shenzhen Individual investors Individual investors communication Telephone July 24, 2015 Shenzhen Individual investors Individual investors communication Telephone July 27, 2015 Shenzhen Individual investors Individual investors communication Telephone July 28, 2015 Shenzhen Individual investors Individual investors communication Telephone July 29, 2015 Shenzhen Individual investors Individual investors communication Telephone July 30, 2015 Shenzhen Individual investors Individual investors communication Telephone July 31, 2015 Shenzhen Individual investors Individual investors communication 10 Report Q3 2015 of China Merchants Property Development Co., Ltd. Telephone August 3, 2015 Shenzhen Individual investors Individual investors communication Telephone August 4, 2015 Shenzhen Individual investors Individual investors communication Telephone August 4, 2015 Shenzhen Institution investors PINGAN Securities communication Telephone August 5, 2015 Shenzhen Individual investors Individual investors communication Telephone August 6, 2015 Shenzhen Individual investors Individual investors communication Telephone August 7, 2015 Shenzhen Individual investors Individual investors communication Telephone August 10, 2015 Shenzhen Individual investors Individual investors communication ① Introduction to the Telephone August 10, 2015 Shenzhen Institution investors GTJA Company’s business communication operation; Telephone August 11, 2015 Shenzhen Individual investors Individual investors ② Discussion on industrial communication development; Telephone August 12, 2015 Shenzhen Individual investors Individual investors ③ Provision of declared communication information and the project Telephone brochure of the Company; August 13, 2015 Shenzhen Individual investors Individual investors communication ④ Visit to the on-sale Telephone buildings of the Company August 14, 2015 Shenzhen Individual investors Individual investors and provision of sales communication brochure. Telephone August 17, 2015 Shenzhen Individual investors Individual investors communication Telephone August 18, 2015 Shenzhen Individual investors Individual investors communication Telephone August 19, 2015 Shenzhen Individual investors Individual investors communication Telephone August 20, 2015 Shenzhen Individual investors Individual investors communication Telephone August 21, 2015 Shenzhen Individual investors Individual investors communication Telephone August 24, 2015 Shenzhen Individual investors Individual investors communication Telephone August 25, 2015 Shenzhen Individual investors Individual investors communication 11 Report Q3 2015 of China Merchants Property Development Co., Ltd. Telephone August 26, 2015 Shenzhen Individual investors Individual investors communication Telephone August 27, 2015 Shenzhen Individual investors Individual investors communication Telephone August 28, 2015 Shenzhen Individual investors Individual investors communication Telephone August 31, 2015 Shenzhen Individual investors Individual investors communication Telephone September 1, 2015 Shenzhen Individual investors Individual investors communication Telephone September 2, 2015 Shenzhen Individual investors Individual investors communication Telephone September 3, 2015 Shenzhen Individual investors Individual investors communication Telephone September 4, 2015 Shenzhen Individual investors Individual investors communication Telephone September 7, 2015 Shenzhen Individual investors Individual investors communication Telephone September 8, 2015 Shenzhen Individual investors Individual investors communication Telephone September 9, 2015 Shenzhen Individual investors Individual investors communication September 10, Shenzhen Field research Institution investors Samsung Securities 2015 September 10, Telephone Shenzhen Individual investors Individual investors 2015 communication September 11, Telephone Shenzhen Individual investors Individual investors 2015 communication September 14, Telephone Shenzhen Individual investors Individual investors 2015 communication September 15, Telephone Shenzhen Individual investors Individual investors 2015 communication September 16, Telephone Shenzhen Individual investors Individual investors 2015 communication September 17, Telephone Shenzhen Individual investors Individual investors 2015 communication China Securities, September 17, Telephone Shenzhen Institution investors Guotai Junan 2015 communication Securities, GF 12 Report Q3 2015 of China Merchants Property Development Co., Ltd. Securities, Haitong Securities, Orient Securities, Essence Securities, Industrial Securities, Rongtong Fund, Invesco Great Wall, Greenwoods Asset, etc. September 18, Telephone ① Introduction to the Shenzhen Individual investors Individual investors 2015 communication Company’s business operation; China Securities, GF Securities, ② Discussion on industrial Haitong Securities, development; September 20, Shenzhen Field research Institution investors Invesco Great Wall, ③ Provision of declared 2015 Rongtong Fund, information and the project ICBC Credit brochure of the Company; Suisse, etc. ④ Visit to the on-sale buildings of the Company September 21, Telephone Shenzhen Individual investors Individual investors and provision of sales 2015 communication brochure. China Securities, China AMC, E September 22, Telephone Shenzhen Institution investors Fund, Yuanta 2015 communication Securities, China Southern Fund, etc. September 22, Telephone Shenzhen Individual investors Individual investors 2015 communication GTJA, China International Fund Management, September 23, Telephone Shenzhen Institution investors China AMC, GF 2015 communication Fund, E Fund, Invesco Great Wall Fund, etc. September 23, Telephone Shenzhen Individual investors Individual investors 2015 communication September 24, Telephone Shenzhen Individual investors Individual investors 2015 communication September 25, Telephone Shenzhen Individual investors Individual investors 2015 communication 13 Report Q3 2015 of China Merchants Property Development Co., Ltd. September 28, Telephone Shenzhen Individual investors Individual investors 2015 communication Morgan Stanley, September 29, Telephone Shenzhen Institution investors LBN ADVISERS, 2015 communication DBS BANK, etc. September 29, Telephone Shenzhen Individual investors Individual investors 2015 communication September 30, Telephone Shenzhen Individual investors Individual investors 2015 communication 14 Report Q3 2015 of China Merchants Property Development Co., Ltd. Section IV Financial Statements I. Financial Statements 1. Consolidated balance sheet Prepared by: China Merchants Property Development Co., Ltd. Unit: yuan Item Balance at the end of the year Beginning balance Current assets: Monetary fund 26,246,525,198.14 22,983,386,443.02 Transaction settlement funds Loans to other banks Financial assets measured at fair value with changes included in profits and losses Derivative financial assets Notes receivable 27,000,000.00 4,390,000.00 Accounts receivable 78,339,214.47 68,311,944.30 Prepayments 1,360,831,117.31 3,619,194,870.49 Premiums receivable Reinsurance premiums receivable Reinsurance contract reserves receivable Interests receivable 41,972,190.86 Dividends receivable 64,195,980.00 Other receivables 16,168,428,279.93 8,941,860,794.39 Redemptory monetary capital for sale Inventories 120,188,427,897.78 101,018,636,735.26 Divided into assets held for sale Non-current assets due within one year Other current assets 5,146,872,442.23 3,550,695,892.97 Total current assets 169,258,396,340.72 140,250,672,660.43 15 Report Q3 2015 of China Merchants Property Development Co., Ltd. Non-current assets: Loans released and advances Available-for-sale financial assets Held-to-maturity investment Long-term accounts receivable 745,790,678.30 Long-term equity investments 1,873,052,359.24 1,905,735,901.68 Investment property 5,285,000,347.54 5,447,243,949.46 Fixed assets 1,786,452,413.42 1,845,537,869.92 Construction in progress 78,473,382.06 84,973,050.61 Engineering material Liquidation of fixed assets Productive biological assets Oil and gas assets Intangible assets 498,837,600.33 511,546,467.17 Development expenses Goodwill 159,560,861.23 159,560,861.23 Long-term deferred expenses 253,334,716.83 247,265,491.47 Deferred income tax assets 1,328,371,514.31 1,239,828,866.61 Other non-current assets 150,702,301.31 Total non-current assets 12,159,576,174.57 11,441,692,458.15 Total assets 181,417,972,515.29 151,692,365,118.58 Current liabilities: Short-term loans 300,000,000.00 3,886,900,000.00 Borrowings from central bank Receipt of deposits and deposits from other banks Loans from other banks Financial liabilities which are measured by fair value and their changes are recorded in current profit or loss. Derivative financial liabilities Notes payable 559,934,454.61 47,344,138.00 Accounts payable 11,270,043,225.71 15,213,477,059.40 Account received in advance 53,272,213,999.18 35,599,290,811.40 16 Report Q3 2015 of China Merchants Property Development Co., Ltd. Funds from selling out and repurchasing financial assets Service charges and commissions payable Payroll payable 288,264,490.72 398,745,343.32 Tax payable 1,412,422,983.51 3,133,693,418.62 Interests payable 288,088,054.01 192,136,769.30 Dividends payable 12,261,988.00 160,730,318.08 Other payables 15,985,835,722.28 11,782,505,874.39 Reinsured accounts payable Reserves for insurance contract Receivings from securities trading for customers Receivings from vicariously sold securities Divided into liabilities held for sale Non-current liabilities due within 4,343,136,480.00 5,970,100,938.48 one year Other current liabilities 3,360,381,225.51 3,729,367,673.26 Total current liabilities 91,092,582,623.53 80,114,292,344.25 Non-current liabilities: Long-term loans 30,355,350,623.00 24,666,515,200.02 Bonds payable 7,629,415,320.36 3,018,076,924.57 Including: preferred shares Perpetual capital securities Long-term payables 3,619,436,078.67 104,353,146.52 Long-term remuneration payable Special payables: Estimated liabilities Deferred income 6,188,186.66 6,526,053.33 Deferred income tax liabilities 480,480,528.40 35,822,337.24 Other non-current liabilities 65,143,682.65 0.00 Total non-current liabilities 42,156,014,419.74 27,831,293,661.68 Total liabilities 133,248,597,043.27 107,945,586,005.93 17 Report Q3 2015 of China Merchants Property Development Co., Ltd. Owners’ equity: Share capital 2,575,950,754.00 2,575,950,754.00 Other equity instruments Including: preferred shares Perpetual capital securities Capital reserve 8,899,718,226.65 8,529,757,654.36 Less: treasury stocks Other comprehensive income 91,097,894.84 78,901,353.52 Special reserves Surplus reserve 1,246,228,257.72 1,246,228,257.72 General risk provisions Undistributed profit 20,058,280,397.88 18,663,578,091.22 Total equity attributable to parent 32,871,275,531.09 31,094,416,110.82 company owners Minority shareholders’ equity 15,298,099,940.93 12,652,363,001.83 Total owners’ equity 48,169,375,472.02 43,746,779,112.65 Total liabilities and owners’ equity 181,417,972,515.29 151,692,365,118.58 Legal representative: Sun Chengming Accounting supervisor: Wu Zhenqin Legal representative of the accounting firm: Li Shifang 2. Consolidated balance sheet of parent company Unit: yuan Item Balance at the end of the year Beginning balance Current assets: Monetary fund 6,872,394,095.84 8,893,516,594.16 Financial assets measured at fair value with changes included in profits and losses Derivative financial assets Notes receivable Accounts receivable Prepayments Interests receivable 34,636,578.09 25,144,020.00 Dividends receivable 2,096,966,208.84 2,037,168,805.28 18 Report Q3 2015 of China Merchants Property Development Co., Ltd. Other receivables 28,924,271,252.91 29,205,557,475.48 Inventories Divided into assets held for sale Non-current assets due within one year Other current assets Total current assets Non-current assets: 37,928,268,135.68 40,161,386,894.92 Available-for-sale financial assets Held-to-maturity investment Long-term accounts receivable 3,722,950,606.53 Long-term equity investments 9,202,813,063.88 8,926,259,288.07 Investment property Fixed assets 1,266,451.72 1,153,721.49 Construction in progress Engineering material Liquidation of fixed assets Productive biological assets Oil and gas assets Intangible assets Development expenses Goodwill Long-term deferred expenses Deferred income tax assets Other non-current assets Total non-current assets 12,927,030,122.13 8,927,413,009.56 Total assets 50,855,298,257.81 49,088,799,904.48 Current liabilities: Short-term loans 300,000,000.00 3,275,000,000.00 Financial liabilities measured at fair value with changes included in current profits and losses Derivative financial liabilities Notes payable 267,303,103.23 Accounts payable 117,283,148.91 320,143,894.81 19 Report Q3 2015 of China Merchants Property Development Co., Ltd. Account received in advance Payroll payable -741,365.49 9,402,578.82 Tax payable 987,128.09 656,908.61 Interests payable 104,986,521.54 139,423,235.44 Dividends payable Other payables 16,938,763,973.36 14,165,111,926.02 Divided into liabilities held for sale Non-current liabilities due within 943,594,480.00 4,012,581,100.00 one year Other current liabilities Total current liabilities 18,672,176,989.64 21,922,319,643.70 Non-current liabilities: Long-term loans 12,278,805,500.00 9,695,442,200.00 Bonds payable 2,982,000,000.00 Including: preferred shares Perpetual capital securities Long-term payables Long-term remuneration payable Special payables: Estimated liabilities Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 15,260,805,500.00 9,695,442,200.00 Total liabilities 33,932,982,489.64 31,617,761,843.70 Owners’ equity: Share capital 2,575,950,754.00 2,575,950,754.00 Other equity instruments Including: preferred shares Perpetual capital securities Capital reserve 8,080,172,222.38 8,077,543,540.86 Less: treasury stocks 20 Report Q3 2015 of China Merchants Property Development Co., Ltd. Other comprehensive income Special reserve Surplus reserve 1,195,276,864.72 1,195,276,864.72 Undistributed profit 5,070,915,927.07 5,622,266,901.20 Total owners’ equity 16,922,315,768.17 17,471,038,060.78 Total liabilities and owners’ equity 50,855,298,257.81 49,088,799,904.48 3. Consolidated statement of profits during reporting period Unit: yuan Item Amount incurred in the current period Amount incurred in the previous period I. Total operating income 5,932,085,076.85 7,706,001,062.23 Including: operating income 5,932,085,076.85 7,706,001,062.23 Interest incomes Earned insurance premium Incomes from service charges and commissions II. Total operating cost 5,607,682,223.75 6,797,587,801.83 Including: operating cost 3,990,577,334.72 5,531,109,631.22 Interest payments Service charges and commission expenses Refunded premium Net amount of compensation payout Net amount of reserves for reinsurance contract Policy dividend payment Reinsured expenses Operating taxes and 556,128,160.05 769,271,865.81 surcharges Sales expenses 227,318,341.11 186,593,343.38 Administrative expenses; 133,811,603.91 140,926,760.49 Financial expenses 699,402,532.99 169,737,714.64 Assets impairment losses 444,250.97 -51,513.71 Add: income from changes in fair 21 Report Q3 2015 of China Merchants Property Development Co., Ltd. value (“-” indicates the loss) Investment profit (“-” indicates 49,761,336.68 72,396,735.93 the loss) Including: investment income from affiliated enterprises and joint 37,180,169.02 72,396,735.93 ventures Exchange income (“-” indicates the loss) III. Operating profit (“-” indicates the 374,164,189.78 980,809,996.33 loss) Add: non-operating income 17,025,508.02 25,334,455.57 Including: gains from disposal 19,778.65 6,862.68 of non-current assets Less: non-operating expenditure 6,711,102.96 7,429,519.46 Including: loss from disposal of 97,674.52 43,441.30 non-current assets IV. Total profit (“-” indicates the total 384,478,594.84 998,714,932.44 loss) Less: income tax 265,057,336.73 332,146,405.38 V. Net profit (“-” indicates the net loss) 119,421,258.11 666,568,527.06 Net profits attributable to parent 73,504,383.25 455,232,903.03 company owners Gain and loss of minority 45,916,874.86 211,335,624.03 shareholders VI. After-tax net of other comprehensive 16,216,982.02 incomes After-tax net of other comprehensive incomes owned by the owner of the 12,057,326.13 parent company (I) Other comprehensive incomes that cannot be classified into profit and loss in the future 1. Re-measurement of changes in net liabilities or net assets in defined benefit plan 2. Share in other comprehensive incomes that cannot be reclassified into profit and loss in investee by equity method 22 Report Q3 2015 of China Merchants Property Development Co., Ltd. (II) Other comprehensive incomes that would be classified into profit and 12,057,326.13 loss in the future 1. Shares in other comprehensive incomes that can be reclassified into profit and loss in investee by equity method in the future 2. Loss and profit of change in fair value of available-for-sale financial assets 3. Loss and profit of available-for-sale financial assets of held-to-maturity investments 4. Effective part of hedge profit and loss of cash flow 5. Translation difference in 12,057,326.13 the foreign currency financial statement 6. Others Net of tax from other comprehensive 4,159,655.89 incomes owned by minority stockholders VII. Total comprehensive income 135,638,240.13 666,568,527.06 Total consolidated income 85,561,709.38 455,232,903.03 attributable to parent company owners Total consolidated income 50,076,530.75 211,335,624.03 attributable to minority shareholders VIII. Earnings per share: (I) Basic earnings per share 0.03 0.18 (II) Diluted earnings per share 0.03 0.18 Legal representative: Sun Chengming Accounting supervisor: Wu Zhenqin Legal representative of the accounting firm: Li Shifang 4. Parent company’s profits during reporting period Unit: yuan Item Amount incurred in the current period Amount incurred in the previous period I. Operating income 8,200,000.00 1,910,000.00 Less: operating cost 610,694.89 821,384.23 Operating taxes and 459,200.00 107,151.00 23 Report Q3 2015 of China Merchants Property Development Co., Ltd. surcharges Sales expenses Administrative expenses; 5,950,753.10 16,140,300.01 Financial expenses 18,615,927.39 59,677,976.23 Assets impairment losses Add: income from changes in fair value (“-” indicates the loss) Investment profit (“-” 71,567,295.85 25,671,132.64 indicates the loss) Including: investment income from affiliated enterprises and joint -12,794.51 -2,308,848.89 ventures II. Operating profit (“-” indicates the 54,130,720.47 -49,165,678.83 loss) Add: non-operating income Including: gains from disposal of non-current assets Less: non-operating expenses 695,296.86 Including: loss from disposal 28,000.00 of non-current assets III. Total profit (“-” indicates the total 53,435,423.61 -49,165,678.83 loss) Less: income tax IV. Net profit (“-” indicates the loss) 53,435,423.61 -49,165,678.83 V. After-tax net of other comprehensive incomes (I) Other comprehensive incomes that cannot be classified into profit and loss in the future 1. Re-measurement of changes in net liabilities or net assets in defined benefit plan 2. Share in other comprehensive incomes that cannot be reclassified into profit and loss in investee by equity method (II) Other comprehensive incomes that would be classified into profit and 24 Report Q3 2015 of China Merchants Property Development Co., Ltd. loss in the future 1. Shares in other comprehensive incomes that can be reclassified into profit and loss in investee by equity method in the future 2. Loss and profit of change in fair value of available-for-sale financial assets 3. Loss and profit of available-for-sale financial assets of held-to-maturity investments 4. Effective part of hedge profit and loss of cash flow 5. Translation difference in the foreign currency financial statement 6. Others VI. Total Consolidated Income 53,435,423.61 -49,165,678.83 VII. Earnings per share: (I) Basic earnings per share (II) Diluted earnings per share 5. Consolidated year-to-date profits of the report period Unit: yuan Item Amount incurred in the current period Amount incurred in the previous period I. Total operating income 23,906,033,514.31 23,753,156,793.22 Including: operating income 23,906,033,514.31 23,753,156,793.22 Interest incomes Earned insurance premium Incomes from service charges and commissions II. Total operating cost 20,605,701,756.37 19,643,264,503.28 Including: operating cost 15,977,087,585.08 15,922,177,904.69 Interest payments Service charges and commission expenses Refunded premium Net amount of compensation 25 Report Q3 2015 of China Merchants Property Development Co., Ltd. payout Net amount of reserves for reinsurance contract Policy dividend payment Reinsured expenses Operating taxes and 2,506,371,192.81 2,383,291,566.10 surcharges Sales expenses 561,579,407.78 468,531,591.83 Administrative expenses; 406,300,455.64 372,586,559.19 Financial expenses 1,155,138,595.09 495,840,101.19 Assets impairment losses -775,480.03 836,780.28 Add: income from changes in fair value (“-” indicates the loss) Investment profit (“-” indicates 542,875,991.12 215,715,151.44 the loss) Including: investment income from affiliated enterprises and joint 79,415,813.36 215,715,151.44 ventures Exchange income (“-” indicates the loss) III. Operating profit (“-” indicates the 3,843,207,749.06 4,325,607,441.38 loss) Add: non-operating income 44,381,024.17 60,831,335.20 Including: gains from disposal 170,147.65 21,046.90 of non-current assets Less: non-operating expenditure 24,060,770.94 29,154,934.95 Including: loss from disposal of 106,125.56 218,503.87 non-current assets IV. Total profit (“-” indicates the total 3,863,528,002.29 4,357,283,841.63 loss) Less: income tax 1,355,959,616.59 1,296,643,173.79 V. Net profit (“-” indicates the net loss) 2,507,568,385.70 3,060,640,667.84 Net profits attributable to parent 2,219,006,547.94 2,240,667,651.88 company owners Gain and loss of minority 288,561,837.76 819,973,015.96 shareholders VI. After-tax net of other comprehensive 16,404,225.05 26 Report Q3 2015 of China Merchants Property Development Co., Ltd. incomes After-tax net of other comprehensive incomes owned by the owner of the 12,196,541.32 parent company (I) Other comprehensive incomes that cannot be classified into profit and loss in the future 1. Re-measurement of changes in net liabilities or net assets in defined benefit plan 2. Share in other comprehensive incomes that cannot be reclassified into profit and loss in investee by equity method (II) Other comprehensive incomes that would be classified into profit and 12,196,541.32 loss in the future 1. Shares in other comprehensive incomes that can be reclassified into profit and loss in investee by equity method in the future 2. Loss and profit of change in fair value of available-for-sale financial assets 3. Loss and profit of available-for-sale financial assets of held-to-maturity investments 4. Effective part of hedge profit and loss of cash flow 5. Translation difference in 12,196,541.32 the foreign currency financial statement 6. Others Net of tax from other comprehensive 4,207,683.73 incomes owned by minority stockholders VII. Total comprehensive income 2,523,972,610.75 3,060,640,667.84 Total consolidated income 2,231,203,089.26 2,240,667,651.88 attributable to parent company owners Total consolidated income 292,769,521.49 819,973,015.96 attributable to minority shareholders 27 Report Q3 2015 of China Merchants Property Development Co., Ltd. VIII. Earnings per share: (I) Basic earnings per share 0.86 0.87 (II) Diluted earnings per share 0.86 0.87 6. Parent company’s year-to-date profits of the report period Unit: yuan Item Amount incurred in the current period Amount incurred in the previous period I. Operating income 14,440,000.00 2,410,000.00 Less: operating cost 1,839,607.26 1,878,636.39 Operating taxes and 1,578,389.10 2,347,719.26 surcharges Sales expenses Administrative expenses; 26,346,258.64 36,291,553.95 Financial expenses 1,996,189.94 142,799,590.32 Assets impairment losses Add: income from changes in fair value (“-” indicates the loss) Investment profit (“-” 289,928,508.79 79,510,570.48 indicates the loss) Including: investment income from affiliated enterprises and joint 57,134.59 -2,668,039.06 ventures II. Operating profit (“-” indicates the 272,608,063.85 -101,396,929.44 loss) Add: non-operating income 1,040,500.16 Including: gains from disposal of non-current assets Less: non-operating expenses 695,296.86 2,000.00 Including: loss from disposal 28,000.00 of non-current assets III. Total profit (“-” indicates the total 272,953,267.15 -101,398,929.44 loss) Less: income tax IV. Net profit (“-” indicates the loss) 272,953,267.15 -101,398,929.44 V. After-tax net of other comprehensive incomes 28 Report Q3 2015 of China Merchants Property Development Co., Ltd. (I) Other comprehensive incomes that cannot be classified into profit and loss in the future 1. Re-measurement of changes in net liabilities or net assets in defined benefit plan 2. Share in other comprehensive incomes that cannot be reclassified into profit and loss in investee by equity method (II) Other comprehensive incomes that would be classified into profit and loss in the future 1. Shares in other comprehensive incomes that can be reclassified into profit and loss in investee by equity method in the future 2. Loss and profit of change in fair value of available-for-sale financial assets 3. Loss and profit of available-for-sale financial assets of held-to-maturity investments 4. Effective part of hedge profit and loss of cash flow 5. Translation difference in the foreign currency financial statement 6. Others VI. Total Consolidated Income 272,953,267.15 -101,398,929.44 VII. Earnings per share: (I) Basic earnings per share (II) Diluted earnings per share 7. Cash flow statement year-to-date profits of the report period Unit: yuan Item Amount incurred in the current period Amount incurred in the previous period I. Cash flows from operating activities: Cash received from sales of 38,455,647,263.04 28,427,510,441.71 29 Report Q3 2015 of China Merchants Property Development Co., Ltd. commodities and provision of services Net increase of deposits from customers and other banks Net increase of borrowings from central bank Net increase of loans from other financial institutions Cash received from receiving insurance premium of original insurance contract Net cash received from reinsurance business Net increase of policy holder deposits and investment funds Disposal of financial assets measured at fair value with changes included in profits and losses Cash received from interests, fees and commissions Net increase of loans from other banks Net capital increase of repurchase business Refunds of taxes and levies 8783.44 27348837.85 Cash received from other operating 7,881,250,024.51 6,841,156,957.77 activities Sub-total of cash inflows from 46,336,906,070.99 35,296,016,237.33 operating activities Cash paid for purchasing goods 30,026,820,709.97 27,074,310,400.10 and services Net increase of customer’s loans and advances Net increase of deposits in central bank and other banks Cash paid for indemnity of original insurance contract Cash paid for interests, service charges and commissions Cash paid for policy dividends 30 Report Q3 2015 of China Merchants Property Development Co., Ltd. Cash paid to and on behalf of 1,540,098,711.17 1,194,355,095.30 employees Payments of taxes 7,985,057,195.79 6,883,850,156.54 Other cash paid relating to 9,437,898,948.27 5,638,132,377.31 operating activities Sub-total of cash outflows from 48,989,875,565.20 40,790,648,029.25 operating activities Net cash flows from operating activities -2,652,969,494.21 -5,494,631,791.92 II. Cash flows from investing activities: Cash received from withdrawal of 1382.92 investments Cash received from returns on 70,391,655.05 39,967,345.86 investments Net cash received from disposal of fixed assets, intangible assets and other 269,793.10 59,464.00 long-term assets Net cash received from disposal of subsidiaries and other business units Other cash received relating to 630,235,033.61 investing activities Sub-total of cash inflows from investing 700,897,864.68 40,026,809.86 activities Cash paid to acquire fixed assets, intangible assets & other long-term 21,448,670.77 41,181,847.17 assets Cash paid to acquire investments 792,711,112.45 76,671,105.19 Net increase of pledge loans Net cash received from payment of 10,596,600.00 subsidiaries and other business units Cash payments relating to other 746,180,075.09 investment activities Sub-total of cash outflows from 1,570,936,458.31 117,852,952.36 investing activities Net cash flows from investing activities -870,038,593.63 -77,826,142.50 III. Cash flows from financing activities: Cash received from capital 1,024,481,567.06 254,265,704.18 contribution 31 Report Q3 2015 of China Merchants Property Development Co., Ltd. Including: cash from the investment of minority shareholders of 1,024,481,567.06 254,265,704.18 the subsidiaries Cash received from borrowings 14,229,686,423.00 16,216,394,880.82 Cash from issue of bonds 4,740,901,280.52 Other cash received relating to 3,385,975,022.96 financing activities Sub-total of cash inflows from 23,381,044,293.54 16,470,660,585.00 financing activities Cash repayments of amounts 13,849,496,463.48 11,087,713,675.00 borrowed Cash payments for interest expenses and distribution of dividends 2,808,332,068.90 2,143,694,391.98 or profit Including: dividends and profits paid by subsidiaries to minority 203,985,011.70 271,684,819.75 shareholders Other cash payments relating to 18,000,000.00 2,461,000.00 financing activities Sub-total of cash outflows from 16,675,828,532.38 13,233,869,066.98 financing activities Net cash flows from financing activities 6,705,215,761.16 3,236,791,518.02 IV. Influence of exchange rate change 80,931,081.80 14,566,593.34 on cash and cash equivalents V. Net increase of cash and cash 3,263,138,755.12 -2,321,099,823.06 equivalents Add: balance of cash and cash 22,947,760,259.27 24,240,458,796.50 equivalents at the beginning of period VI. Balance of cash and cash 26,210,899,014.39 21,919,358,973.44 equivalents at the end of period 8. Parent company’s cash flow statement year-to-date profits of the report period Unit: yuan Item Amount incurred in the current period Amount incurred in the previous period I. Cash flows from operating activities: Cash received from sales of 14,445,000.00 2,410,000.00 commodities and provision of services Refunds of taxes and levies 32 Report Q3 2015 of China Merchants Property Development Co., Ltd. Cash received from other operating 59,174,561,839.34 5,781,010,203.48 activities Sub-total of cash inflows from 59,189,006,839.34 5,783,420,203.48 operating activities Cash paid for purchasing goods and services Cash paid to and on behalf of 42,945,572.38 11,453,390.37 employees Payments of taxes 33,398,732.25 13,967,791.77 Other cash paid relating to 55,137,388,306.21 5,640,911,795.07 operating activities Sub-total of cash outflows from 55,213,732,610.84 5,666,332,977.21 operating activities Net cash flows from operating activities 3,975,274,228.50 117,087,226.27 II. Cash flows from investing activities: Cash received from withdrawal of 470,000,000.00 investments Cash received from returns on 63,301,830.25 243,069,431.04 investments Net cash received from disposal of fixed assets, intangible assets and other 35,000.00 long-term assets Net cash received from disposal of subsidiaries and other business units Other cash received relating to 118,340,816.33 investing activities Sub-total of cash inflows from investing 181,677,646.58 713,069,431.04 activities Cash paid to acquire fixed assets, intangible assets & other long-term 397,628.00 20,880.00 assets Cash paid to acquire investments 481,715,731.99 88,671,105.19 Net cash received from payment of subsidiaries and other business units Cash payments relating to other 3,381,125,632.39 investment activities Sub-total of cash outflows from 3,863,238,992.38 88,691,985.19 investing activities 33 Report Q3 2015 of China Merchants Property Development Co., Ltd. Net cash flows from investing activities -3,681,561,345.80 624,377,445.85 III. Cash flows from financing activities: Cash received from capital contribution Cash received from borrowings 3,550,000,000.00 8,326,821,400.00 Cash from issue of bonds 3,000,000,000.00 Other cash received relating to financing activities Sub-total of cash inflows from 6,550,000,000.00 8,326,821,400.00 financing activities Cash repayments of amounts 7,042,339,075.00 4,611,076,875.00 borrowed Cash payments for interest expenses and distribution of dividends 1,817,556,161.65 1,107,213,263.04 or profit Other cash payments relating to 18,000,000.00 financing activities Sub-total of cash outflows from 8,877,895,236.65 5,718,290,138.04 financing activities Net cash flows from financing activities -2,327,895,236.65 2,608,531,261.96 IV. Influence of exchange rate change 13,059,855.63 -20,067,410.80 on cash and cash equivalents V. Net increase of cash and cash -2,021,122,498.32 3,329,928,523.28 equivalents Add: balance of cash and cash 8,893,516,594.16 6,296,121,745.68 equivalents at the beginning of period VI. Balance of cash and cash 6,872,394,095.84 9,626,050,268.96 equivalents at the end of period II. Audit Report The Q3 report is yet to be audited. 34