China Vanke Co., Ltd. 2013 First 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 Wei Bin were not able to attend the board meeting in person due to their business engagements and had authorised Director Chen Ying to represent them and vote on behalf of them. Director Yu Liang was not able to attend the board meeting in person due to personal reasons 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 guidance (Unit: RMB’000) As at 31 March 2013 As at 31 December 2012 Changes (%) Total assets 418,181,891 379,094,858 10.31% Equity attributable to equity 65,578,004 63,825,554 2.75% shareholders of the Company Share capital (share) 11,006,758 10,995,553 0.10% Net assets per share attributable to equity shareholders of the 5.96 5.80 2.64% Company 1 January to March 2013 January to March 2012 Changes (%) Revenue 13,195,692 9,752,549 35.31% Profit attributable to equity 1,613,904 1,395,937 15.61% shareholders of the Company Net cash generated from (2,383,261) 1,280,121 -286.17% operating activities Net cash generated from (0.22) 0.12 -285.98% operating activities per share Basic earnings per share 0.15 0.13 15.50% Diluted earnings per share 0.15 0.13 15.50% Return on equity Decrease 0.11 2.49% 2.60% (weighted average) percentage points Note: 1. The net assets used to calculate the above net assets per share and return on equity refers to the equity attributable to equity shareholders of the Company, while the profit used to calculate the earnings per share refers to the profit attributable to equity shareholders of the Company. 2. The Company’s share capital during the reporting period increased by 11,204,441 shares due to the exercise of certain stock options under the A-Share Stock Option Incentive Scheme. 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 the end of 31 March 2013, the total number of shareholders of the Company was 704,231 (including 687,129 holders of A shares and 17,102 holders of B shares). Total number of shareholders as at the end of the reporting period 704,231 Shareholdings of the top 10 shareholders of non-restricted tradable shares Total number of non-restricted tradable Name of shareholders (in full) shares held as at the end of the reporting Type period China Resources Co., Limited (“CRC”) 1,619,094,766 A Share China Life Insurance Company Limited–Dividend Distribution–Individual Dividend-005L – FH002 135,174,078 A Share Shen Liu Yuansheng 133,791,208 A Share Bank of China – E Fund Shenzhen Stock 115,561,278 A Share Exchange 100 Exchange-Traded Fund Bosera Value Growth Securities Investment Fund 102,837,764 A Share HTHK/CMG FSGUFP-CMG FIRST STATE 100,764,267 B Share CHINA GROWTH FD ICBC - Rongtong Shenzhen Stock Exchange 100 93,647,784 A Share Index Securities Investment Fund China Minsheng Bank - Yinhua Shenzhen 100 90,339,964 A Share Index Classified Securities Investment Fund UBS AG 78,721,210 A Share Staff Committee of China Vanke Co., Ltd. 67,168,517 A Share As at the end of 31 March 2013, the total number of shares of the Company was 11,006,757,559, including 9,691,802,091 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 - 1 5,548,262 018L - FH002 Shen 2 China Petroleum Finance Co., Ltd. 4,157,662 3 China Pacific Insurance (Group) Co. Ltd. 3,433,312 4 China Life Insurance Company Ltd. 3,085,862 China Ping An Property and Casualty Insurance Company Limited – Traditional – 5 2,698,727 General Insurance Products 6 Taiping General Insurance Company Limited 1,003,216 China Life Property and Casualty Insurance Company Limited –Traditional – General 7 829,133 Insurance Products 8 China Property & Casualty Reinsurance Company Ltd. 776,162 9 Haitong-BOC-Futong Bank 722,532 China Ping An Life Insurance Company Limited – Traditional – General Insurance 10 542,000 Products (2) Name of the top 10 bondholders of 08 Vanke G2 bonds and their bondholdings No. Bondholder No. of bonds held 1 Pacific Asset Management Co., Ltd. - Pacific Prudent Financial Plan One 2,410,130 2 Agricultural Bank of China Limited 1,080,717 3 Hongta Securities Co., Ltd. 928,000 4 CNPC Pension Scheme – ICBC 788,960 5 Bank of China – Manulife Teda Total Return Bond Fund 760,500 6 Xinghua Securities Investment Fund 650,000 7 Industrial Bank Co., Ltd. - Tianhong Yongli Bond Fund 606,730 8 CCB - Penghua Fengrun Bond Fund 599,993 9 ICBC – Rongtong Suisui Tianli Bond Fund 592,101 10 Postal Saving Bank of China – Penghua Fengze Classification Bond Fund 570,404 §3 Management Discussion and Analysis The sales area of commodity residential housing in 14 cities, including Beijing, Shanghai, Shenzhen, Guangzhou, Tianjin, Shenyang, Hangzhou, Nanjing, Chengdu, Wuhan, Dongguan, Foshan, Wuxi and Suzhou, in January and February of the previous year was at its lowest since 2007. As the comparative figure was relatively small, the sales area in these cities in the first quarter of this year saw a significant year-on-year growth of 64.4%. 3 During the reporting period, the approved pre-sales area of the aforesaid 14 cities increased by 29.5% year-on-year, indicating supply growth starting to lag behind the growth in sales. In March, the sales area of commodity housing to approved pre-sales area of new housing ratio rose to 1.44 from 1.10 at the beginning of the year; inventory of saleable new homes (those that have obtained sales permit but have not yet been sold) dropped from 116 million sq m at the beginning of the year to 108 million sq m, but was merely lower than its historical high by a slight degree. Major cities had increased land supply since the second half of 2012. Compared to previous years, there was a relatively sufficient supply of land in the first quarter. The area of land supply and sold in the 16 major cities where statistics are accessible by the public (including Shenzhen, Guangzhou, Dongguan, Foshan, Shanghai, Hangzhou, Nanjing, Suzhou, Ningbo, Beijing, Tianjin, Shenyang, Dalian, Chengdu, Wuhan and Chongqing) increased by 46.6% and 39.0%, respectively, on a year-on-year basis. With robust sales, more land lots changed hands with a price premium, while the percentage of aborted auctions dropped to 8%, being the lowest rate since 2011. During the reporting period, according to the six measures promulgated by the government to strengthen regulation, curbing speculation- and investment-driven housing purchase and supporting home purchase by end users will continue to be the focus of regulation. The Company will continue to persevere with the strategies of “building quality housing for ordinary people” and “building affordable and liveable homes”, actively adapt to the business environment and change in market conditions, increase research on customer needs and ensure a right product mix meeting market needs. In the first quarter, the Company achieved an accumulated sales area of 3.715,000 sq m, with a sales amount of RMB43.65 billion, representing increases of 23.5% and 40.5%. Among the residential units sold, homes smaller than 90 sq m accounted for 45%, while homes smaller than 144 sq m took up 90%. Small to medium sized ordinary commodity housing remained the major product of the Company. In Guangshen region, the Company realized a sales area of 1,286,000 sq m and sales revenue of RMB16.04 billion; in Shanghai region, sales area and sales revenue amounted to 791,000 sq m and RMB11.22 billion respectively; in Beijing region, sales area and sales revenue amounted to 962,000 sq m and RMB10.57 billion respectively; and in Chengdu region, sales area and sales revenue amounted to 677,000 sq m and RMB5.81 billion respectively. During the reporting period, the Company realized a booked area and booked revenue of 1,234,000 sq m and RMB12.55 billion respectively, representing year-on-year increases of 63.7% and 31.5% respectively. Meanwhile, the Company realized operating revenue and net profit of RMB13.20 billion and RMB1.61 billion respectively, representing year-on-year increases of 35.3% and 15.6% respectively. The booked gross profit margin of the Company’s property business declined by 2.4 percentage points from 30.8% in the corresponding period of last year to 28.4%, which was higher than 27.4% of the full year of 2012. As at the end of the first quarter, the Company had an area of 15,767,000 sq m sold but not yet booked in the consolidated statements as construction had yet to be completed. This area and its corresponding contract amount of approximately RMB169.54 billion represented increases of 16.4% and 18.0% respectively when compared with those of the beginning of the year. As at the end of the reporting period, the Company’s net gearing ratio was 29.6%, while cash held by the Company amounted to RMB52.26 billion, which was more than the sum of short-term borrowings and long-term borrowings due within one year of RMB44.07 billion. The Company had a sound and solid financial position. 4 In the first quarter, the Company achieved a floor area commenced construction of 4,020,000 sq m and completed area of 1,031,000 sq m, accounting for 24.3% and 8.0% of the annual plan. As at the end of the reporting period, the completed properties (properties ready for sale) amounted to RMB14.29 billon, accounting for 4.95% of the Company’s inventory, representing a decrease of 1.36 percentage points from that at the beginning of the year. During the reporting period, the Company acquired 21 new development projects, with a site area attributable to Vanke's equity holding of approximately 1.80 million sq m (corresponding planned GFA of approximately 5.13 million sq m) and an average land premium per floor area of approximately RMB2,776/sq m. In future, the Company will continue to adhere to a prudent project development strategy, monitor the land market for any possible opportunities, and replenish its land bank for future development needs in a reasonable manner. §4 Significant Events 4.1 Significant changes and reasons for such changes in major items of the accounting statements and financial guidance of the Company √Applicable □Not applicable 31 March 2013 31 December 2012 Change Items Reasons for change (RMB'000) (RMB'000) (+/-) Current liabilities - Loans and 44,066,542 35,557,359 23.93% Change in debt structure borrowings Current taxation 6,450,413 8,720,876 -26.03% Paid tax at the beginning of this year January to March January to March Change Items 2013 2012 Reasons for change (+/-) (RMB'000) (RMB'000) Turnover 13,195,692 9,752,549 35.31% Increase in booked sales Cost of sales Increase in land, construction and (8,807,186) (6,046,667) 45.65% installation cost of booked projects Finance costs (444,480) (278,663) 59.50% Increased in the borrowings Share of profits less losses of (4,564) (14,728) Increased in profit of associates associates 69.01% Share of profits less losses of Decreased in profit of jointly controlled 39,612 90,991 jointly controlled entities -56.47% entities 4.2 Progress of significant events and analysis of their impact and solutions √Applicable □Not applicable 1. A-Share Stock Option Incentive Scheme 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) and related matters. 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 the 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 5 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. Upon the completion of the relevant procedures for approval, the Scheme entered the first exercise period on 12 July 2012. There were 342,900 stock options in 2012. During the reporting period, there were a total of 11,204,441 stock options exercised by 150 beneficiaries. Owing to the exercise of some of the stock options and the departure of some of the beneficiaries, the total number of vested stock options not yet exercised decreased to 81,182,159 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. 2. Change of Listing Location of Domestically Listed Foreign Shares (“B shares”) of the Company and Listing & Trading on the Main Board of The Stock Exchange of Hong Kong Limited (“SEHK”) by Way of Introduction On 19 January 2013, the Company announced Proposal for Change of Listing Location of Domestically Listed Foreign Shares of China Vanke Co., Ltd. and Listing & Trading on the Main Board of The Stock Exchange of Hong Kong Limited by Way of Introduction. On 4 February, the Proposal was passed at the first extraordinary general meeting in 2013. On 7 February, the Company received a confirmation letter regarding the processing of the application for administrative licence issued by China Securities Regulatory Commission. The Company also received a confirmation letter regarding the relevant matter from the SEHK on 15 February 2013. After the Company announced its 2012 annual results on 28 February, the Company submitted additional information including 2012 annual results for its application. The application is currently in progress. The change of listing location of the Company’s B shares to SEHK is conducive to enhancing the Company’s visibility, expanding its international business, enabling the Company to leverage overseas resources and markets to reinforce the Company’s core competitiveness. 4.2.1 Qualified opinion □Applicable √Not applicable 4.2.2 The signing and implementation of major contracts for daily operation □Applicable √Not applicable 4.2.3 Others □Applicable √Not applicable 4.3 Implementation of the undertakings given by the Company, shareholders and beneficial controllers √ Applicable □Not applicable Undertaking Undertaker Details Implementation CRNC – 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 China Resources National CRNC has Other the past, as long as such support was beneficial to the Corporation fulfilled its undertakings Company’s development, and that it would remain (“CRNC”) undertakings 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. 6 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) Changes in Gains/(losse equity Initial Percentage Book value Stock Stock s) during the attributable to investment of as at the end code abbreviation reporting equity amount shareholdings of the period period shareholders during the SST Tianjin 600751 Marine 143,600.00 0.04% 143,600.00 - - Shipping 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 Face to face Investors including securities (I) Major BNP meeting 2013.1 Hong Kong issues meeting companies, funds, etc. Nomura discussed: Face to face Investors including securities (1) The Securities 2013.1 Hong Kong meeting companies, funds, etc. meeting Company’s Credit Suisse Face to face Investors including securities daily 2013.1 Hong Kong operations; meeting meeting companies, funds, etc. Barclays Face to face Investors including securities (2) The 2013.1 Hong Kong Company’s meeting meeting companies, funds, etc. development Guotai Junan Face to face Investors including securities 2013.3 Shenzhen strategies; meeting meeting companies, funds, etc. (3) The CLSA Face to face Investors including securities Company’s 2013.1 Hong Kong meeting meeting companies, funds, etc. opinion on the Hong Kong, changes in the Annual Investors including securities Shenzhen Face to face industry. Results 2013.2 companies, funds, individual (Shanghai, meeting Presentation investors, etc. Beijing) (II) Major CLSA Face to face Investors including securities information 2013.2 Hong Kong meeting meeting companies, funds, etc. provided: Credit Suisse Face to face Investors including securities Published 2013.3 Hong Kong meeting meeting companies, funds, etc. information JP Morgan Face to face Investors including securities including the 2013.3 Hong Kong Company’s meeting meeting companies, funds, etc. CLSA Face to face Investors including securities regular reports. 2013.3 Hong Kong meeting meeting companies, funds, etc. Barclays Face to face Investors including securities 2013.3 Hong Kong meeting meeting companies, funds, etc. 7 Credit Suisse Face to face Investors including securities Securities 2013.3 Hong Kong meeting companies, funds, etc. meeting Shenyin Face to face Investors including securities Wanguo 2013.3 Shenzhen meeting companies, funds, etc. 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, Dongguan, Citibank, Shenyin Wanguo, Guotai Sanya, Fuzhou, Junan, CITIC Securities, UBS, JP Xiamen, Morgan, Deutsche Bank, Morgan Changsha, Stanley, Naito Securities, CITIC Shanghai, Construction Securities, Dongxing Jiading, Suzhou, Securities, Nomura Securities, CICC, Durin Nanjing, Small Barclays, Goldman Sachs Gao Hua, g the Hangzhou, Guoxin Securities, CLSA, HSBC, Securities group or reporti Hefei, Ningbo, Shanghai Securities, Galaxy companies one-on-on Securities, Credit Suisse Securities, ng Wenzhou, Beijing, e GF Securities, Goldman Sachs, period Standard Chartered Bank, Macquarie, Shenyang, Anshan, BOCI, China Everbright Securities, Qingdao, Changjiang Securities, BNP, Jefferies, Taiyuan, Wuhan, DBS Vickers (HK) Ltd, etc. Chengdu, Chongqing, Xian, etc. Ping An Asset, Orient Securities Asset Management, Bosera Fund, Southern Fund, Rongtong Fund, CIFM Asset Management, GF Fund, E Fund, China Universal Asset Management (HK) Limited, Wanjia Asset, Taikang Shenzhen, Assets, China AMC, Harvest Fund, Dongguan, Dacheng Fund, ICBC Credit Suisse Sanya, Fuzhou, Fund, China Life, Invesco Great Wall Xiamen, Fund, Yinhua Fund, HFT Investment, Changsha, Hua An Fund, China Universal Fund, Fund and Shanghai, Penghua Fund, Huatai-PineBridge other Durin Jiading, Suzhou, Fund, SYWG BNP Paribas, UBS Nanjing, Small investment g the SDIC Fund, Argyle Street Hangzhou, group or Management, Fidelity, Dodge & Cox, companies reporti Hefei, Ningbo, one-on-on Matthews International Capital and ng Wenzhou, Management, BEA Union, Beijing, e individual period Templeton, RCM Asia Pacific Shenyang, investors Limited. Myriad Asset Management, Anshan, Capital Research, Franklin Templeton Qingdao, Investments (Asia) Limited, Goldman Taiyuan, Wuhan, Sachs Asset Management Chengdu, International. Keywise Capital Chongqing, Management (HK) Limited, Lazard Xian, etc. Asset Management LLC、Morgan Stanley Investment Management Inc, Pictet Asset Management SA, PLATINUM, Columbia Management、STICHTING, T Rowe Price, Lion Global Investors, Baring 8 Asset Management, Mirae Asset Global, SAC Capital, Geosphere, Capital Land, Invesco, Aberdeen, Alliance Bernstein, ACQ, Wellington Asset Mgt, Libra Capital Management (HK) Ltd, Zeal Asset, Standard Pacific, Primero Investment Limited, Trivest Advisors, UG Funds, ChinaRock Capital Management, Neuberger Berman, EFMI, Prime Capital, Goldman Sachs Asset Management, Value Partners, Seatown, Henderson Global Investors, JP Morgan Asset, Asuka Corporate Advisory, BT Investment, CIMB-Principal Asset Management Berhad, Ashmore Group, etc. 4.5.4 Other major events and their explanations √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 has good credit standing. There was no change in the corporate bonds namely “08 Vanke G1” and “08 Vanke G2” issued by the Company. (3) On 11 May 2012, the Company’s annual general meeting of 2011 authorised the Board to determine, within RMB10.59 billion, the continuous cooperation with China Resources (Holdings) Co., Ltd. and its connected companies (collectively “CRH”), including entering into a loan agreement with China Resources Bank of Zhuhai 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 granted authority is valid for a period of one year. During the reporting period, Shanghai Vanke Investment Management Co., Ltd., a wholly owned subsidiary of the Company, transferred its 39% equity interests of Shanghai Hongqiao Project No. 11 to Shenzhen Huawei Xincheng No. 1 Partnership Enterprise (limited partnership) (深圳市华威欣城一号投资合伙企业) (“Huawei Xincheng”) to jointly develop the Shanghai Hongqiao Project No. 11. Harvest Capital Partners Limited and China Resources SZITIC Trust Co., Ltd. respectively hold 51% and 49% equity interests in Shenzhen Huawei Yongsheng Management Co., Ltd. (深圳市 华威永盛企业管理有限公司), which is a general partner of Huawei Xincheng. Apart from this, there were no other connected transactions that the Company conducted with its relevant connected parties. The resolutions approved at 2012 annual general meeting on 20 March 2013 authorized the Board to decide on the continuous cooperation with CRH. The validity of the granted authority was adjusted to two years, while the aggregate authorized amount was adjusted to not more than RMB12.7 billion per year (i.e. not more than 20% of the audited net assets value of the Company as at the end of 2012). During the reporting period, new cooperation was yet to implement. (4) Establishment of internal control In 2013, the Company continued to adopt a pragmatic internal control approach to establish the internal control process. It also continued to promote internal control in respect of a specialized field based on a specific theme of 9 internal control for each month, and conduct internal control inspection in order to recommend the best internal control practices. According to the requirement for change of listing location of B share of the Company to the SEHK, the Company will, taking to account the requirements of the rules of SEHK, further revise and fine-tune its internal control system. 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 Remarks on risk analysis and management floating rate foreign currency loan. The Company would charge the of derivative positions during the reporting counterparty an interest according to a floating rate, in order to pay the period (including but not limited to market floating-rate interest to the original lender, while paying a fixed rate to the risk, liquidity risk, credit risk, operational counterparty. In terms of the time limit and amount of the foreign currency risk and legal risk, etc.) loan, IRS limits the risk of fluctuations of interest rate through fixed forward rate. Change in market price or fair value of the derivatives invested The effect of the change in the IRS value on the Company’s profit and loss during the reporting period, as well as the during the reporting period amounted to RMB1,461,267. The value of the method, related assumptions and IRS was determined based on the fair value assessed on 31 March 2013. parameters used to analyze the fair value of derivatives should be disclosed Remarks on whether there has been a material change in the accounting policy and accounting measurement principles for Nil the 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 Special advice on derivative investment instruments such as IRS prevent the possible loss associated with foreign and risk control by independent directors, currency loan in the event of significant fluctuations in interest rate. The sponsors and financial advisors 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 ’000) Contract amount as at the end of the period as Contract amount as at Contract amount as Profit/loss during the a percentage of the Type of contracts the beginning of the at the end of the reporting period Company’s net assets period period as at the end of the reporting period Interest rate swap (IRS) 2,553,798.65 2,547,054.07 1,461.27 3.01% agreement Total 2,553,798.65 2,547,054.07 1,461.27 3.01% 10 Consolidated income statement for the period ended 31 March 2013 (Expressed in Renminbi Yuan) 2013 2012 Jan.–Mar. Jan.–Mar. RMB’000 RMB’000 Revenue 13,195,692 9,752,549 Cost of sales (8,807,186) (6,046,667) Gross profit 4,388,506 3,705,882 Other revenue 157,093 159,335 Other net income 18,804 70,752 Distribution costs (623,399) (582,236) Administrative expenses (589,614) (520,165) Other operating expenses (29,625) (44,348) Profit from operations 3,321,765 2,789,220 Finance costs (444,480) (278,663) Share of profits less losses of associates (4,564) (14,728) Share of profits less losses of jointly controlled entities 39,612 90,991 Profit before taxation 2,912,333 2,586,820 Income tax (1,122,964) (1,056,273) Profit for the period 1,789,369 1,530,547 Attributable to: Equity shareholders of the Company 1,613,904 1,395,937 Non-controlling interests 175,465 134,610 Profit for the period 1,789,369 1,530,547 Basic earnings per share (RMB) 0.15 0.13 11 Consolidated statement of comprehensive income for the period ended 31 March 2013 (Expressed in Renminbi Yuan) 2013 2012 Jan.–Mar. Jan.–Mar RMB’000 RMB’000 Profit for the period 1,789,369 1,530,547 Other comprehensive income (after tax and reclassification adjustments) Exchange differences on translation of financial statements of overseas subsidiaries (4,709) (39,652) Available-for-sale securities: net movement in the fair value reserve - - (4,709) (39,652) Total comprehensive income for the period 1,784,660 1,490,895 Attributable to: Equity shareholders of the Company 1,609,195 1,356,285 Non-controlling interests 175,465 134,610 Total comprehensive income for the period 1,784,660 1,490,895 12 Consolidated statement of financial position at 31 March 2013 (Expressed in Renminbi Yuan) 31 Mar 2013 31 Dec 2012 RMB’000 RMB’000 Non-current assets Property, plant and equipment 3,165,819 3,132,540 Goodwill 201,690 201,690 Investment properties 1,814,362 1,714,136 Interest in associates 2,896,998 2,915,844 Interest in jointly controlled entities 4,207,819 4,043,247 Other financial assets 108,479 85,979 Other non-current asset 1,077,232 879,582 Deferred tax assets 3,487,574 3,219,894 16,959,973 16,192,912 Current assets Inventories 288,776,670 253,622,152 Trade and other receivables 60,186,560 56,988,250 Pledged deposits 1,297,816 1,171,318 Cash and cash equivalents 50,960,872 51,120,224 401,221,918 362,901,944 Current liabilities Loans and borrowings 44,066,542 35,557,359 Financial derivative 24,300 25,761 Trade and other payables 248,695,867 215,529,570 Current taxation 6,450,413 8,720,876 299,237,122 259,833,566 Net current assets 101,984,796 103,068,378 Total assets less current liabilities 118,944,769 119,261,290 13 Consolidated statement of financial position at 31 March 2013(continued) (Expressed in Renminbi Yuan) 31 Mar 2013 31 Dec 2012 RMB’000 RMB’000 Non-current liabilities Loans and borrowings 33,235,360 36,036,070 Deferred tax liabilities 1,007,481 1,027,055 Provisions 51,079 44,292 Other non-current liabilities 24,421 15,678 34,318,341 37,123,095 NET ASSETS 84,626,428 82,138,195 CAPITAL AND RESERVES Share capital 11,006,758 10,995,553 Reserves 54,571,246 52,830,001 Total equity attributable to equity shareholders 65,578,004 63,825,554 of the Company Non-controlling interests 19,048,424 18,312,641 TOTAL EQUITY 84,626,428 82,138,195 ) ) ) Directors ) ) 14 Consolidated cash flow statement for the three months ended 31 March 2013 (Expressed in Renminbi Yuan) 2013 2012 Jan.–Mar. Jan.–Mar RMB’000 RMB’000 Cash received from sales of products 32,818,691 21,280,298 Other cash received from business operating activities 7,224,739 2,683,234 Cash generated from operating activities 40,043,430 23,963,532 Cash paid for purchasing of merchandise and services 32,088,269 13,456,878 Cash paid to employees or paid for employees 1,628,003 1,166,860 Cash paid for tax 6,140,089 5,013,645 Other cash paid for business operating activities 2,570,330 3,046,028 Cash used in operating activities 42,426,691 22,683,411 Net cash used in operating activities (2,383,261) 1,280,121 Proceeds from sales of investments 31,983 4,000 Dividends received 78,400 8,550 Proceeds from disposal of property, plant and equipment 656 29 Proceeds from other investment activities 157,507 78,004 Cash generated from investing activities 268,546 90,583 Acquisitions of property, plant and equipment and construction in progress 24,459 39,048 Acquisitions of interest in associates, jointly controlled entities and other investments 121,260 71,450 Acquisitions of subsidiaries,net of cash acquired 825,065 149,580 Cash used in investing activities 970,784 260,078 Net cash used in investing activities (702,238) (169,495) 15 Consolidated cash flow statement for the three months ended 31 March 2013 (Expressed in Renminbi Yuan) 2013 2012 Jan.–Mar. Jan.–Mar RMB’000 RMB’000 Capital injections from non-controlling interests of subsidiaries 347,700 - Net proceeds from issue of shares upon placing - 66,613 Proceeds from loans and borrowings 11,116,574 12,577,474 Proceeds from issue of corporate bonds 4,944,738 - Proceeds from issue of corporate bonds 85,052 - Cash generated from financing activities 16,494,064 12,644,087 Repayment of loans and borrowings 11,872,320 7,957,741 Dividend paid to equity shareholders of the Company and Interest paid 1,687,259 1,064,324 Cash used in financing activities 13,559,579 9,022,065 Net cash generated from financing activities 2,934,486 3,622,022 Effect of foreign exchange rates (8,339) (4,081) Net increase/(decrease) in cash and cash equivalents (159,352) 4,728,567 Cash and cash equivalents at 1 January 51,120,224 33,614,112 Cash and cash equivalents at 31 March 50,960,872 38,342,679 16