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公司公告

万 科B:2013年第一季度报告全文(英文版)2013-04-22  

						                                      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