China Vanke Co., Ltd.
2012 Third Quarterly Report
§1 Important Notice
1.1 The Board, the Supervisory Committee, Directors, members of the Supervisory Committee and
senior management of the Company warrant that in respect of the information contained in this
Quarterly Report, there are no misrepresentations or misleading statements, or material omission, and
individually and collectively accept full responsibility for the authenticity, accuracy and completeness
of the information contained in this Quarterly Report.
1.2 None of the Directors, members of the Supervisory Committee and senior management fails to
assure or disputes with the authenticity, accuracy and completeness of the contents of this Quarterly
Report.
1.3 Deputy Chairman Qiao Shibo and Director Jiang Wei were not able to attend the board meeting in
person due to their business engagements and had authorised Director Yu Liang to represent them and
vote on behalf of them. Director Wang Yin was not able to attend the board meeting in person due to
his business engagements and had authorised Director Xiao Li to represent him and vote on behalf of
him.
1.4 This quarterly financial report of the Company has not been audited.
1.5 The Company’s Chairman Wang Shi, Director and President Yu Liang, and Executive Vice
President and Supervisor of Finance Wang Wenjin declare that the financial report contained in this
Quarterly Report is warranted to be true and complete.
§2 Basic Corporate Information
2.1 Major accounting data and financial indicators
(Unit:RMB’000)
As at 30 September 2012 As at 31 December 2011 Change (+/-)
Total assets 348,089,858 296,534,297 17.39%
Equity attributable to the equity shareholders
56,321,763 52,967,795 6.33%
of the Company
Share capital (share) 10,995,442 10,995,210 0.00%
Net assets per share attributable to equity
5.12 4.82 6.22%
shareholders of the Company (RMB)
1
July to September January to YOY change
YOY change (+/-)
2012 September 2012 (+/-)
Revenue 14,297,750 64.04% 43,257,310 56.71%
Profit attributable to equity shareholders of
1,354,802 123.54% 5,079,887 41.74%
the Company
Net cash inflow from operating activities - - (3,490,551) -133.42%
Net cash inflow from operating activities per
- - (0.32) -133.42%
share (RMB)
Basic earnings per share (RMB) 0.123 123.64% 0.462 41.74%
Diluted earnings per share (RMB) 0.123 123.64% 0.462 41.74%
Increase by 1.14 Increase by 1.43
Return on equity 2.44% 9.28%
percentage points percentage points
Note: 1. The net assets and net profit used to calculate the above-mentioned indicators refer to the equity attributable to
equity shareholders of the Company and profit attributable to equity shareholders of the Company respectively.
2. The above-mentioned return on equity is calculated using weighted average method.
3. As some of the beneficiaries exercised their stock options, the Company's share capital therefore increased by
231,500 shares during the reporting period.
2.2 Total number of shareholders and shareholdings of the top 10 shareholders of non-restricted
tradable shares as at the end of the reporting period
As at 30 September 2012, the total number of shareholders of the Company was 820,927 (including
799,421 holders of A shares and 21,506 holders of B shares).
Total number of shareholders as at the end of the reporting period 820,927
Shareholdings of the top 10 shareholders of non-restricted tradable shares
Total number of
non-restricted tradable
No. Name of shareholders (in full) Class
shares held as at the end
of the reporting period
1 China Resources Co., Limited (“CRC”) 1,619,094,766 A Share
Bank of China－E Fund Shenzhen Stock Exchange 100 A Share
2 142,895,063
Exchange-Traded Fund
3 Liu Yuansheng 133,791,208 A Share
China Life Insurance Company Limited – Dividend A Share
4 120,592,544
Distribution–Individual Dividend-005L-FH002 Shen
Industrial and Commercial Bank of China – Rongtong Shenzhen A Share
5 102,016,463
Stock Exchange 100 Index Securities Investment Fund
China Minsheng Banking Corp. Ltd. － Yinhua Shenzhen Stock A Share
6 93,258,990
Exchange 100 Index Classified Securities Investment Fund
7 Bosera Value Growth Securities Investment Fund 89,338,052 A Share
8 HTHK/CMG FSGUFP-CMG FIRST STATE CHINA GROWTH FD 88,427,740 B Share
9 MORGAN STANLEY & CO. INTERNATIONAL PLC 79,867,736 A Share
China Construction Bank – Bosera Theme Industry Stock Securities
10 75,000,000 A Share
Investment Fund
As at 30 September 2012, the total number of shares of the Company was 10,995,441,718 shares,
including 9,680,486,250 A shares and 1,314,955,468 B shares.
2
2.3 Bond holdings of the Company’s top 10 bondholders as at the end of the reporting period
(1) Name of the top 10 bondholders of 08 Vanke G1 bonds and their bondholdings
No. Bondholder No. of bonds held
New China Life Insurance Company–Dividend Distribution–Individual Dividend–018L
1 5,548,262
–FH002 Shen
2 China Petroleum Finance Co., Ltd. 4,157,662
3 China Pacific Insurance (Group) Co. Ltd. 3,433,312
China Ping An Property and Casualty Insurance Company Limited – Traditional –
4 2,698,727
General Insurance Products
5 China Life Insurance Company Ltd. 2,619,042
6 Taiping General Insurance Company Limited 1,003,216
7 China Life Pension Company Limited–Internal Resources 924,010
8 Haitong-BOC-Futong Bank 896,956
China Life Property and Casualty Insurance Company Limited–Traditional–General
9 820,000
Insurance Products
10 China Property & Casualty Reinsurance Company Ltd. 776,162
(2) Name of the top 10 bondholders of 08 Vanke G2 bonds and their bondholdings
No. Bondholder No. of bonds held
1 CMB – E Fund Pure Bond Fund 2,089,613
2 Pacific Asset Management Co. Ltd. – Pacific Prudent Financial Plan One 1,537,396
3 Industrial Bank Co. Ltd – Tianhong Yongli Bond Fund 1,100,067
4 ICBC Credit Suisse Asset Management Co., Ltd. – ICBC – Assets of Specific Clients 941,703
5 CNPC Pension Scheme - ICBC 871,907
6 801 Portfolio of National Social Security Fund, PRC 849,518
7 ICBC – Harvest Stable Earning Bond Securities Investment Fund 818,384
8 ICBC －E Fund YongXu TianLi Bond Fund 664,918
9 China Construction Bank－Penghua Harvest Bond Fund 613,644
10 China Construction Bank－Penghua Fengrun Bond Fund 599,993
§3 Management Discussion and Analysis
Since March 2012, the residential property markets of major cities had been recovering from their
depressed levels in the second half of 2011 and the first two months of 2012 as demand from
end-users was driven by improved credit environment for first-time home buyers and the effect arising
from price reduction in the preceding months. As the comparative figure of last year was relatively
low, there was a significant large year-on-year increase in the transaction volume of residential
properties in major cities since March 2012. However, the transaction volume was still lower than that
in the same period of 2009. The sales area of residential properties in 14 cities including Beijing,
Shanghai, Shenzhen, Guangzhou, Tianjin, Shenyang, Hangzhou, Nanjing, Chengdu, Wuhan,
Dongguan, Foshan, Wuxi and Suzhou increased by 52.5% year-on-year for the third quarter of 2012.
The monthly year-on-year growth rates of the residential sales area in the 14 cities for July, August
and September 2012 were 52.1%, 64.4% and 41.7% respectively.
In light of a rebound in transaction volume in the market, the Company launched more projects during
the second half of 2012. In the third quarter of 2012, the Company realized a sales area and sales
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amount of 3,054,000 sq m and RMB33.78 billion respectively, representing year-on-year increases of
8.2% and 5.3% respectively. From January to September 2012, the Company’s accumulated sales area
and sales amount amounted to 9,079,000 sq m and RMB96.32 billion respectively. As a majority of
the Company’s projects in 2012 will be launched in the second half of the year, in particular during
the fourth quarter, the number of projects launched during the first three quarters was smaller than that
of the same period last year. Nevertheless, the sales area between January and September 2012
increased by 7.9% year-on-year. Given that the number of projects to be launched in the fourth quarter
will be relatively large, the Company will undoubtedly achieve growth in sales.
In the third quarter, the Company realized a booked area and booked revenue of 1,296,000 sq m and
RMB14.07 billion respectively, representing year-on-year increases of 31.4% and 67.1% respectively;
revenue and net profit of RMB14.30 billion and RMB1.35 billion respectively, representing increases
of 64.0% and 123.5% respectively from those of the same period last year. From January to
September 2012, the Company realized a booked area and booked revenue of 3,934,000 sq m and
RMB42.41 billion respectively, representing year-on-year increases of 66.1% and 60.1% respectively;
revenue and net profit for the first three quarters of 2012 amounted to RMB43.26 billion and
RMB5.08 billion respectively, representing year-on-year increases of 56.7% and 41.7% respectively.
As at the end of the reporting period, the Company had an area of 15,400,000 sq m sold but not yet
booked in the consolidated statements as construction had yet to be completed. This area had a
contract amount of approximately RMB163.1 billion, representing increases of 41.9% and 33.5%
respectively when compared with those at the beginning of the year.
Between January and September, the Company had a floor area of 8,710,000 sq m commenced
construction and a completed area of 4,383,000 sq m, signifying the completion of 66% and 49% of
the respective plans set at the beginning of the year. Commencement and completion of projects are
not evenly distributed throughout the year. Same as previous years, a majority of the Company’s
projects will be completed in the fourth quarter. It is expected that the floor area commencing
construction and area to be completed will not significantly change from those planned at the
beginning of the year.
The Company predicted during the interim period that land supply would increase in the second half
of the year. Such situation would provide more opportunities for enterprises with greater financial
strength. During the reporting period, changes in the land market were in line with the Company's
judgment. In the third quarter, the area of land supplied in 16 cities (Shenzhen, Guangzhou, Dongguan,
Foshan, Shanghai, Hangzhou, Nanjing, Suzhou, Ningbo, Beijing, Tianjin, Shenyang, Dalian, Wuhan,
Chengdu, Chongqing) where statistics are accessible by the public increased by approximately 40.8%
compared to which in the second quarter. The Company also actively seized the opportunities to
acquire a batch of projects that could meet its future development needs. In the third quarter, the
Company acquired 23 new projects, with a site area attributable to China Vanke’s equity holding of
approximately 1,480,000 sq m (planned GFA attributable to the Company’s equity holding of
approximately 3,760,000 sq m).
Between January and September, the total GFA of newly acquired projects attributable to the
Company’s equity holding amounted to 5,870,000 sq m. As at the end of September, the GFA of the
4
Company’s projects under planning attributable to China Vanke’s equity holding amounted to
35,070,000 sq m, which was more or less the same from the start of the year’s 35,470,000 sq m and
was sufficient to meet the Company’s development needs in the coming two to three years. In view of
its current relatively high liquidity position, the Company will, while adopting a prudent approach,
focus on products meeting end-users’ demand and continue to identify the opportunities for acquiring
suitable projects for development.
While choosing the right time to acquire quality projects, the Company continued to be in a healthy
financial position. As at the end of the reporting period, the Company’s cash and cash equivalents
amounted to RMB33.31 billion, which was more than the sum of its short-term borrowings and
long-term borrowings due within one year of RMB18.61 billion. Affected by increase in receipts in
advance, the Company’s gearing ratio rose slightly to 79.4% as compared to the interim period.
Excluding receipts in advance, the Company’s other liabilities accounted for 37.8% of the Company’s
total assets. The Company’s net gearing ratio stood at 37.7%, which was a relatively low level
compared to the industry average. With a relatively ample amount of capital, the Company is able to
cope with market changes in a more flexible manner.
§4 Significant Events
4.1 Significant changes and reasons for such changes in major items of the accounting
statements and financial indicators of the Company
√Applicable □Not applicable
30/9/2012 31/12/2011 Change
Items Reasons for change
(RMB’000) (RMB’000) (+/-)
Increased from new acquired
Investment properties 2,249,731 1,126,105 99.78%
companies
Non-current Loans and
41,704,263 26,822,359 55.48% Change in debt structure
borrowings
Goodwill 201,690 - - From acquired companies
Jan-Sep 2012 Jan-Sep 2011 Change
Items Reasons for change
(RMB’000) (RMB’000) (+/-)
Revenue 43,257,310 27,602,969 56.71% Increase in booked sales
Cost of sales (28,896,138) (17,055,040) 69.43% Increase in booked sales
Finance costs (1,262,686) (569,213) 121.83% Increase in financing
Share of profits less losses of Increase in booked profit of
409,913 22,703 1705.55%
associates associates
Profit attributable to equity
5,079,887 3,583,910 41.74% Increase in total profit
shareholders of the Company
4.2 Progress of significant events and analysis of their impact and solutions
√Applicable □Not applicable
5
On 8 April 2011, the first extraordinary general meeting of the Company considered and passed the Company’s
A-Share Stock Option Incentive Scheme (Revised Draft). The Company’s A-Share Stock Option Incentive Scheme
(“Scheme”) was thereby implemented. On 9 May 2011, the registration of the grant of stock options was completed. The
Company granted 108,435,000 stock options to 810 beneficiaries. The abbreviation of the stock options is Vanke JLC1
while the stock option code is 037015.
The initial exercise price of the stock options was RMB8.89. The Company implemented the proposal on dividend
distribution for the year 2010 on 27 May 2011, and distributed a cash dividend of RMB1.0 (including tax) to all
shareholders for every 10 existing shares held. In accordance with relevant regulations and the resolutions passed at the
shareholders meeting, the Board made adjustment to the exercise price of the stock options to RMB8.79. The Company
implemented the proposal on dividend distribution for the year 2011 on 5 July 2012, and distributed a cash dividend of
RMB1.3 (including tax) to all shareholders for every 10 existing shares held. The Company made a further adjustment to the
exercise price according to the provisions. The adjusted exercise price was RMB8.66.
During the reporting period, according to the authority granted to the Board at the shareholders meeting, the Board
considered the vesting conditions of the stock options had been fulfilled. Upon the completion of the relevant procedures for
approval, the Scheme entered the first exercise period on 12 July 2012.. During the reporting period, there were a total of
231,500 stock options exercised by 14 beneficiaries. The Company’s total number of shares thus increased by 231,500
shares.
Owing to the departure of some of the beneficiaries and the exercise of some of the stock options, the total number of
vested stock options not yet exercised decreased to 93,569,000 at the end of the reporting period.
The introduction of the Scheme complements the Company’s incentive instruments with a long-term plan, while
establishing a check-and-balance mechanism between shareholders and professional management team through linking up
their interests. The Scheme will further improve the Company’s corporate governance structure and strengthen the
Company’s competitiveness.
4.3 Implementation of the undertakings given by the Company, shareholders and beneficial
controllers
√ Applicable □Not applicable
Undertaking Details Implementation
China Resources National Corporation – the parent company of CRC, being
the Company’s original single largest shareholder and the present single
largest shareholder, gave a significant undertaking to the Company in 2001:
CRNC would provide as much support to the Company as it did in the past, as
CRNC has fulfilled its
Other undertakings long as such support was beneficial to the Company’s development, and that it
undertakings.
would remain impartial in the event of any competition between the
investment projects of the Company and that of CRNC and its subsidiaries,
and in the event of any disagreements or disputes arising from horizontal
competition.
4.4 Warning of and explanation for the accumulated net profit from the beginning of the year
to the end of the next reporting period forecast to be a probable loss or to be significantly
differed from that of the corresponding period of the previous year
□Applicable √Not applicable
4.5 Other major events and their explanations
4.5.1 Securities investments
□Applicable √Not applicable
4.5.2 Equity interests held in other listed companies
√Applicable □Not applicable
(Unit: RMB)
6
Changes in equity
Book Gains/(losses)
Initial Percentage attributable to
Stock Stock value as at during the
investment of equity shareholders
code abbreviation the end of reporting
amount shareholdings during the
the period period
reporting period
SST Tianjin
600751 Marine Shipping 143,600.00 0.04% 143,600.00 - -
Co., Ltd.
Total 143,600.00 - 143,600.00 - -
Note: Equity interests of SST Tianjin Marine Shipping Co., Ltd held by the Company are legal person shares held over
the years. Up till now, the SST Tianjin Marine Shipping Co., Ltd has not undergone share reform.
4.5.3 Investor relations activities such as meetings, communications and visits during the
reporting period
Issues
Type of discussed and
Time Location Approach Classification of visitors
activities information
provided
Hongyuan (I) Major
Face to face
Securities 2012.7 Shanghai Investors including securities companies, funds, etc issues
meeting
meeting discussed:
Galaxy (1) The
Face to face
Securities 2012.7 Chengdu Investors including securities companies, funds, etc Company’s
meeting
meeting
daily
Sinolink
Face to face operations;
Securities 2012.7 Chengdu Investors including securities companies, funds, etc
meeting (2) The
meeting
Merrill Lynch Company’s
Face to face development
Securities 2012.7 Hong Kong Investors including securities companies, funds, etc
meeting strategies;
meeting
HuaChuang (3) The
Face to face
Securities 2012.7 Shenzhen Investors including securities companies, funds, etc Company’s
meeting
meeting opinion on the
Hong Kong, changes in the
Interim results Shenzhen Face to face Investors including securities companies, funds, industry.
2012.8
presentation (Shanghai, meeting individual investors, etc
Beijing)
(II) Major
Face to face
CLSA meeting 2012.8 Hong Kong Investors including securities companies, funds, etc information
meeting
Credit Suisse Face to face provided:
2012.8 Hong Kong Investors including securities companies, funds, etc Published
meeting meeting
Standard information
Face to face including the
Chartered 2012.8 Hong Kong Investors including securities companies, funds, etc
meeting Company’s
meeting
JP Morgan Face to face regular
2012.8 Hong Kong Investors including securities companies, funds, etc
meeting meeting reports.
Shenyin
Face to face
Wanguo 2012.8 Beijing Investors including securities companies, funds, etc
meeting
meeting
Guotai Junan Face to face
2012.8 Shenzhen Investors including securities companies, funds, etc
meeting meeting
Dongxing
Face to face
Securities 2012.9 Shanghai Investors including securities companies, funds, etc
meeting
meeting
Macquarie Face to face
2012.9 Beijing Investors including securities companies, funds, etc
meeting meeting
UBS Securities Face to face
2012.9 Hong Kong Investors including securities companies, funds, etc
meeting meeting
CLSA
Face to face
Securities 2012.9 Hong Kong Investors including securities companies, funds, etc
meeting
meeting
UBS Securities Face to face
2012.9 Chengdu Investors including securities companies, funds, etc
meeting meeting
7
CITIC
Face to face
Construction 2012.9 Shenzhen Investors including securities companies, funds, etc
meeting
meeting
Note: The above-mentioned meetings included one-on-one meetings, small group meetings and large group
presentation. The Company received or met with investors from over 50 companies.
Shenzhen, Galaxy Securities, Shenyin Wanguo, Guotai Junan,
Dongguan, Minsheng Securities, CITIC Construction,
Huizhou, Macquarie, UBS Securities, Morgan Stanley,
Guangzhou, Goldman Sachs, CLSA Securities, JP Morgan, Gao
Foshan, Hua Securities, Daiwa Securities, BOCI, CICC,
Xiamen, Nomura Securities, Credit Suisse, Orient Securities,
Fuzhou, Deutsche Bank, CEBM Group Ltd. (莫尼塔（上海）
Sanya, 投资发展有限公司), Citibank, Sumitomo Mitsui
Changsha, Trust Bank, HSBC, KGI Securities, Korea
Shanghai, Investment & Securities Co., Ltd., CCBI, Barclays,
Hangzhou, CIMB Securities, Haitong International, DBS
Nanjing, Vickers (HK) Ltd, Jefferies, ISI, BNP etc.
Suzhou,
During
Wuxi, Small group
Securities the
Zhenjiang, or
companies reporting
Ningbo, one-on-one
period
Hefei, Wuhu,
Beijing,
Shenyang,
Anshan,
Changchun,
Dalian,
Yantai,
Taiyuan,
Wuhan,
Chengdu,
Chongqing,
Kunming,
Urumqi etc.
Cephei Investment, China Merchants Fund, Bosera
Fund, ABC-CA Fund, CCB Fund, China AMC,
Shenzhen,
Harvest Fund, Southern Fund, Dacheng Fund, China
Dongguan,
Life, Taikang Life, SWS MU Fund, China Post
Huizhou,
Fund, Sino Life Insurance, Galaxy AMC, Orient
Guangzhou,
Securities Asset Management Company Limited,
Foshan,
Heqi Fund (禾其基金), Soochow Asset, Guotai
Xiamen,
AMC Victoria 1522, China Galaxy Internationa1,
Fuzhou,
Zeal Asset Management Ltd, Central Asset
Sanya,
Investment, Fidelity, CSOP Asset Management,
Changsha,
Mount Kellett Capital (HK) Ltd, Neuberger
Shanghai,
Berman,Pinpoint Inv Advisor Ltd, Charlemagne
Hangzhou,
Capital (IOM) Limited, Mitsubishi UFJ Asset
Nanjing,
Management, T.Rowe Price International (London),
Fund and other Suzhou,
During Blackrock, Joho Capital LLC, ING Investment
investment Wuxi, Small group
the Management, Sumitomo Mitsui, Wellington,
companies and Zhenjiang, or
reporting Myriad, UBS Asset Management, Capital Global
individual Ningbo, one-on-one
period Research, Templeton, Soros, Capital Group, Robeco,
investors Hefei, Wuhu,
Heitman Real Estate Securities, Prime Capital,
Beijing,
Trivest Advisors, Amiya Capital, ADDELL & REED
Shenyang,
INVESTMENT MANAGEMENT , Bridger Capital,
Anshan,
Vontobel Asset Management, Resona Bank, SAC,
Changchun,
Third Point, Discovery Capital, PointState, Goldman
Dalian,
Sachs Asset Management, BI Asset Management,
Yantai,
Citadel,JP Morgan Asset Management, Jupiter Asset
Taiyuan,
Management Ltd, Dialectic Capital Management
Wuhan,
LLC, Tiger Asia Management, LLC, State of New
Chengdu,
Jersey, HSBC Global Asset Management,
Chongqing,
Encompass Capital, TPG-Axon, Value Partners,
Kunming,
Uni-President Asset Management, Dodge & Cox,
Urumqi etc.
Foord Asset Management, China AMC, Baring Asset
Management, etc.
4.5.4 Other major events and their explanations
8
√ Applicable □Not applicable
(1) The Company did not provide any funds for use by its controlling shareholder and its related parties, nor did the Company
provide any guarantee to third parties in violation of regulations and procedures;
(2) Corporate bonds of the Company
During the reporting period, the Company paid the fourth-year interest of its issued bonds, namely “08 Vanke G1” and “08 Vanke
G2”.
(3) On 11 May 2012, the Company’s annual general meeting of 2011 authorised the Board to determine, within the scope set out
below, the continuous cooperation with China Resources (Holdings) Co., Ltd and its connected companies (collectively “CRH”),
including entering into a loan agreement with Zhuhai City Commercial Bank Co., Ltd., using the funds under China Resources
SZITIC Trust Co., Ltd. and Harvest Capital Partners Limited, and joint investment with China Resources SZITIC Trust Co., Ltd. and
Harvest Capital Partners Limited. The total sum of the loan, the amount of funds to be utilised and the joint investment amount shall
not be more than RMB10.59 billion (i.e. not more than 20% of the Company’s audited net assets value as at the end of 2011). The
granted authority is valid for a period of one year commencing from the date of passing of the relevant resolution in the annual
general meeting.
During the reporting period, the details of cooperation were yet to implement.
(4) Progress of establishment of internal control
As a key pilot company to implement the Basic Internal Control Norms for Enterprises and its implementation guidelines, the
Company continued to adopt a pragmatic internal control approach to establish the internal control process in a systematic manner.
4.6 Investment in derivatives
√ Applicable □Not applicable
In order to limit the risk associated with the fluctuations of
interest rate, the Company entered into an interest rate swap
(“IRS”) agreement to hedge floating rate foreign currency loan.
The Company would charge the counterparty an interest
Remarks on risk analysis and management of derivative positions
according to a floating rate, in order to pay the floating-rate
during the reporting period (including but not limited to market
interest to the original lender, while paying a fixed rate to the
risk, liquidity risk, credit risk, operational risk and legal risk, etc.)
counterparty.
In terms of the time limit and amount of the foreign currency
loan, IRS limits the risk of fluctuations of interest rate through
fixed forward rate.
The effect of the change in the IRS value on the Company’s
Change in market price or fair value of the derivatives invested
profit and loss during the reporting period amounted to
during the reporting period, as well as the method, related
RMB(23,573,957.76). The value of the IRS was determined
assumptions and parameters used to analyse the fair value of
based on the fair value assessed on 30 September 2012.
derivatives should be disclosed
Remarks on whether there has been a material change in the
accounting policy and accounting measurement principles for the
Nil
Company’s derivatives during the reporting period as compared
with those of the previous reporting period
The Company’s independent directors are of the view that
financial instruments such as IRS prevent the possible loss
Special advice on derivative investment and risk control by
associated with foreign currency loan in the event of
independent directors, sponsors and financial advisors
fluctuations in interest rate. The relevant arrangement of the
Company has been prudent and reasonable.
4.6.1 Derivative positions as at the end of the reporting period
√ Applicable □Not applicable
(Unit: RMB)
Contract amount as at the
Contract amount Contract Profit/loss end of the period as a
Type of contracts as at the beginning amount as at the during the percentage of the Company’s
of the period end of the period reporting period net assets as at the end of the
reporting period
Interest rate swap (IRS)
3,079,879,920.00 2,576,348,300.00 (23,573,957.76) 4.57%
agreement
Total 3,079,879,920.00 2,576,348,300.00 (23,573,957.76) 4.57%
9
Consolidated income statement
for the three months ended 30 September 2012
2012 2011
Jul.–Sep. Jul.–Sep
RMB’000 RMB’000
Revenue 14,297,750 8,716,003
Cost of sales (9,598,753) (6,056,108)
Gross profit 4,698,997 2,659,895
Other revenue 202,279 31,230
Other net income 49,360 46,133
Distribution costs (866,554) (732,617)
Administrative expenses (771,378) (382,193)
Other operating expenses (71,521) (32,392)
Profit from operations 3,241,183 1,590,056
Finance costs (474,305) (51,621)
Share of profits less losses of associates 153,432 (7,358)
Share of profits less losses
of jointly controlled entities 50,721 28,489
Profit before taxation 2,971,031 1,559,566
Income tax (1,360,337) (705,736)
Profit for the period 1,610,694 853,830
Attributable to:
Equity shareholders of the Company 1,354,802 606,055
Non-controlling interests 255,892 247,776
Profit for the period 1,610,694 853,831
Basic earnings per share (RMB) 0.12 0.06
10
Consolidated statement of comprehensive income
for the three months ended 30 September 2012
2012 2011
Jul.–Sep. Jul.–Sep.
RMB’000 RMB’000
Profit for the period 1,610,694 853,831
Other comprehensive income (after tax and
reclassification adjustments)
Exchange differences on translation of financial
statements of overseas subsidiaries (54,548) 45,833
Available-for-sale securities: net movement in
the fair value reserve - -
(54,547) 45,833
Total comprehensive income for the period 1,556,147 899,664
Attributable to:
Equity shareholders of the Company 1,300,255 651,889
Non-controlling interests 255,892 247,776
Total comprehensive income for the period 1,556,147 899,665
11
Consolidated income statement
for the nine months ended 30 September 2012
2012 2011
Jan.–Sep. Jan.–Sep.
RMB’000 RMB’000
Revenue 43,257,310 27,602,969
Cost of sales (28,896,138 ) (17,055,040)
Gross profit 14,361,172 10,547,929
Other revenue 597,377 395,912
Other net income 124,047 107,874
Distribution costs (2,104,936) (1,689,365)
Administrative expenses (1,623,066) (1,286,862)
Other operating expenses (184,567) (108,789)
Profit from operations 11,170,027 7,966,699
Finance costs (1,262,686) (569,213)
Share of profits less losses of associates 409,913 22,703
Share of profits less losses
of jointly controlled entities 216,760 6,201
Profit before taxation 10,534,014 7,426,390
Income tax (4,387,842) (3,320,042)
Profit for the period 6,146,172 4,106,348
Attributable to:
Equity shareholders of the Company 5,079,887 3,583,910
Non-controlling interests 1,066,285 522,439
Profit for the period 6,146,172 4,106,349
Basic earnings per share (RMB) 0.46 0.33
12
Consolidated statement of comprehensive income
for the nine months ended 30 September 2012
2012 2011
Jan.–Sep. Jan.–Sep
RMB’000 RMB’000
Profit for the period 6,146,172 4,106,349
Other comprehensive income (after tax and
reclassification adjustments)
Exchange differences on translation of financial
statements of overseas subsidiaries (127,920) 134,279
Available-for-sale securities: net movement in
the fair value reserve (27,373) -
(155,293) 134,279
Total comprehensive income for the period 5,990,879 4,240,628
Attributable to:
Equity shareholders of the Company 4,924,594 3,718,190
Non-controlling interests 1,066,285 522,439
Total comprehensive income for the period 5,990,879 4,240,629
13
Consolidated statement of financial position
at 30 September 2012
30 Sep 2012 31 Dec 2011
RMB’000 RMB’000
Non-current assets
Property, plant and equipment 3,133,186 2,777,889
Investment properties 2,249,731 1,126,105
Interest in associates 2,669,842 2,160,824
Interest in jointly controlled entities 4,098,436 4,183,142
Other financial assets 120,729 523,790
Other non-current asset 239,400 463,793
Goodwill 201,690 -
Deferred tax assets 3,341,769 2,326,242
16,054,783 13,561,785
Current assets
Inventories 247,023,713 208,661,350
Trade and other receivables 51,703,964 40,071,647
Pledged deposits 1,167,590 625,403
Cash and cash equivalents 32,139,808 33,614,112
332,035,075 282,972,512
Current liabilities
Loans and borrowings 18,606,347 23,570,276
Financial derivative 26,314 17,042
Trade and other payables 207,808,162 168,893,596
Current taxation 7,114,177 8,243,247
233,555,000 200,724,161
Net current assets 98,480,075 82,248,351
Total assets less current liabilities 114,534,858 95,810,136
14
Consolidated statement of financial position
at 30 September 2012(continued)
31 Sep 2012 31 Dec 2011
RMB’000 RMB’000
Non-current liabilities
Loans and borrowings 41,704,263 26,822,359
Deferred tax liabilities 1,111,941 1,104,762
Provisions 62,438 38,678
Other non-current liabilities 15,354 11,798
42,893,996 27,977,597
NET ASSETS 71,640,862 67,832,539
CAPITAL AND RESERVES
Share capital 10,995,442 10,995,210
Reserves 45,326,321 41,972,585
Total equity attributable to equity shareholders
of the Company 56,321,763 52,967,795
Non-controlling interests 15,319,099 14,864,744
TOTAL EQUITY 71,640,862 67,832,539
)
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) Directors
)
）
15
Consolidated cash flow statement
for the nine months ended 30 September 2012
2012 2011
Jan.–Sep. Jan.–Sep
RMB’000 RMB’000
Cash received from sales of products 77,182,825 75,167,848
Other cash received from business operating
activities 12,501,968 8,787,555
Cash generated from operating activities 89,684,793 83,955,403
Cash paid for purchasing of merchandise and
services 53,534,270 60,877,669
Cash paid to employees or paid for employees 2,445,782 2,102,814
Tax paid for tax 14,432,062 12,378,907
Other cash paid for business operating activities 22,763,230 10,091,393
Cash used in operating activities 93,175,344 85,450,783
Net cash used in operating activities (3,490,551) (1,495,380)
Proceeds from sales of investments 4,000 104,150
Dividends received 164,872 18,352
Proceeds from disposal of property, plant and
equipment 872 636
Proceeds from other investment activities 457,101 544,165
Cash generated from investing activities 626,845 667,303
Acquisitions of property, plant and equipment and
construction in progress 112,266 166,355
Acquisitions of interest in associates, jointly
controlled entities and other investments 350,450 806,413
Acquisitions of subsidiaries,net of cash acquired 2,065,369 2,991,628
Other cash paid relating to investing activities 121,043 42,569
Cash used in investing activities 2,649,128 4,006,965
Net cash used in investing activities (2,022,283) (3,339,662)
16
Consolidated cash flow statement
for the nine months ended 30 September 2012
2012 2011
Jan.–Sep. Jan.–Sep.
RMB’000 RMB’000
Net proceeds from issue of shares upon placing 891,650 2,802,868
Proceeds from loans and borrowings 30,520,606 18,851,186
Cash generated from financing activities 31,412,256 21,654,054
Repayment of loans and borrowings 21,328,939 14,217,946
Dividend paid to equity shareholders of the
Company and Interest paid 6,030,771 4,536,124
Cash used in financing activities 27,359,710 18,754,070
Net cash generated from financing activities 4,052,546 2,899,984
Effect of foreign exchange rates (14,016) (12,166)
Net increase/(decrease) in cash and cash
equivalents (1,474,304) (1,947,224)
Cash and cash equivalents at 1 January 33,614,112 35,096,935
Cash and cash equivalents at 30 September 32,139,808 33,149,711
17
