Semi-Annual Report 2014
Announcement No.:【CMPD】2014-046
Important Notice
Board of Directors, Supervisory Committee of China Merchants Property Development Co., Ltd.
(hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby gurantee
the authenticity, accuracy and integrality of the content of this report, confirm that there are no any important
omissions, fictitious statements or serious misleading information carried in this report, and shall take all
responsibilities, individual and/ or joint.
All directors in the Company attend the board meeting for reviewing this report.
The Semi-annual Financial Report of the Company is not audited.
Sun Chengming-Legal Representative, Wu Zhenqin-Chief Financial Officer, and Li Shifang-Manager of
Accounting Department hereby confirm that the Financial Report enclosed in the Semi-annual Report is true
and complete.
The company plans not to distribute cash bonus, not send bonus shares and not turn accumulation fund to
increase subscribed in this report period.
This report has been prepared in Chinese and English version respectively. In the occurance of
differences due to interpretations of both versions, the Chinese report shall prevail.
This report can not be regarded as commitment with respect to future plans and forwarding-looking
statements, investors please be aware of the investment risk.
Content
Chapter 1. Important Notice, Content & Definitions ................................................ 1
Chapter 2. Company Profile .................................................................. 3
Chapter 3. Financial Summary .................................................................5
Chapter 4. Report of the Board of Directors .......................................................7
Chapter 5. Significant Events ................................................................. 24
Chapter 6. Changes in Share Capital and Particulars about Shareholders ................................ 35
Chapter 7. Particulars about Directors, Supervisors and Senior Executives.............................. 39
Chapter 8. Financial Report ................................................................... 42
Chapter 9. Directory of the Documents Available for Inspection ..................................... 211
1
Paraphrases
Unless specified in the report, the following abbreviations possess the meanings as follows:
Paraphrase item Refers to Paraphrase content
SASAC Refers to State-owned Assets Supervision and Administration Commission of the State Council
CSRC Refers to China Securities Regulatory Commission
SZSE Refers to Shenzhen Stock Exchange
The Company Refers to China Merchants Property Development Co., Ltd.
China Merchants Group Refers to China Merchants Group Ltd.
Shekou Industrial Zone Refers to China Merchants Shekou Industrial Zone Co., Ltd.
Top Chief Refers to Top Chief Co., Ltd.
Full Space Investment Refers to Full Space Investment Ltd.
Zhangzhou Development Zone Refers to China Merchants Zhangzhou Development Zone Co., Ltd.
CMPS Refers to Shenzhen China Merchants Power Supply Co., Ltd.
Zhuhai CMRE Refers to China Merchants (zhuhai) Real Estate Co., Ltd
Wuhan CMRE Refers to China Merchants (Wuhan) Real Estate Co., Ltd
Shenzhen CMRE Refers to Shenzhen China Merchants Real Estate Co., Ltd.
Beijing CMRE Refers to China Merchants (Beijing) Real Estate Co., Ltd.
Nanjing CMRE Refers to China Merchants (Nanjing) Real Estate Co., Ltd.
Zhangzhou CMRE Refers to China Merchants (Zhangzhou) Real Estate Co., Ltd.
Suzhou CMRE Refers to China Merchants (Suzhou) Real Estate Co., Ltd.
Xiamen CMRE Refers to China Merchants (Xiamen) Real Estate Co., Ltd.
Guangzhou CMRE Refers to China Merchants (Guangzhou) Real Estate Co., Ltd.
China Merchants Jia Ming Refers to China merchants Jia Ming (Beijing) Real Estate Development Co., Ltd.
Shanghai Fengyang Refers to Shanghai Fengyang Real Estate Co., Ltd.
Suzhou Shuanghu Refers to Suzhou Shuanghu Real Estate Co., Ltd.
Chongqing Merchants Land Refers to Chongqing Merchants Land Ltd.
China Merchants Overseas Chinese Refers to China Merchants Overseas Chinese Town Investment Co., Ltd.
Shenzhen Vanke Binhai
Town Refers to Shenzhen Vanke Binhai Real Estate Co., Ltd.
Zhenjiang Yingsheng Refers to Zhenjiang Yingsheng Real Estate Development Co., Ltd.
Foshan Xinjie Refers to Foshan Xinjie Real Estate Co., Ltd.
Foshan Yiyun Refers to Foshan Yiyun Real Estate Co., Ltd.
Foshan Xincheng Refers to Foshan Xincheng Real Estate Co., Ltd.
China Merchants Properties and Refers to Shenzhen China Merchants Properties and Investment Co., Ltd.
Land Refers to China Merchants Land Ltd.
Investment
Hong Kong Ruijia Refers to Ruijia Investment Industrial Co., Ltd.
2
Chapter 2. Company Profile
(I) Profile
Legal Name of the Company:
In Chinese: 招商局地产控股股份有限公司 (Abbr: 招商地产)
In English: CHINA MERCHANTS PROPERTY DEVELOPMENT CO., LTD. (Abbr: CMPD)\
Legal Representative: Sun Chengming
Stock listed in: Shenzhen Stock Exchange Also listed with: Singapore Stock Exchange
Short Form of the Stock: CMPD, CMPD-B
Stock Code: 000024, 200024
II. Contact and Contact way
Secretary of the Board: Liu Ning
Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, Shekou Industrial Zone, Nanshan District,
Shenzhen
Post Code: 518067
Tel: 0755-26819600
Fax: 0755-26818666
E-mail: cmpdir@cmhk.com
III. Other Conditions
1. Company contact way
Registered Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, Shekou Industrial Zone, Nanshan
District, Shenzhen
Office Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, Shekou Industrial Zone, Nanshan
District, Shenzhen
Post Code: 518067
Company Web site: http://www.cmpd.cn
E-mail: cmpdir@cmhk.com
Official Micro-blog: Official Wechat:
2. Information disclosure and storage locations
Newspapers selected for Disclosing the Information of the Company: China Securities Journal, Securities Times,
Shanghai Securities News and Hong Kong Commercial Daily
Official Website for Publishing Annual Report authorized by CSRC: http://www.cninfo.com.cn
Place Where the Semi-Annual Report is Prepared and Placed: Secretariat of the Board of Directors
3
3. Registry change
Initial registration date: September 19th, 1990
Initial registration place: Shenzhen
Registration code for corporate business code: 440301503287841
Tax Registration No.: National Tax-Shen Zi 440300618845136
Code of Organization: 61884513-6
Main business change and all previous controlling shareholder change of the Company since the listing:
The Company is a listed company taking real estate development and management as main business from 2004.
Since listing, controlling shareholders have no change.
4. Other relates information
The certified public accountants hired by the Company
Name: Shinewing Certified Public Accountants Ltd.;
Office Address: 8F, Block A, Fuhua Mansion, 8 North Street of Chaoyangmen, Dongcheng District, Beijing
Signature certified public accountants: Guo Jinlong, Wang Yaming
4
Chapter 3. Financial Summary
I Main accounting data and financial index
The Company does not make retroactive adjustment or restatement for the previous year accounting data due to
accounting policy alternative, correction of accounting error, etc.
Unit: RMB
The same period of
Main accounting data This report period Increase/decrease
last year
Operating income 16,047,155,730.99 16,133,568,321.26 -0.54%
Net profit attributable to shareholders of the listed
company 1,785,434,748.85 2,550,631,034.51 -30.00%
Net profit attributable to shareholders of the listed
company after deducting non-recurring gains and 1,842,876,971.45 2,217,672,984.41 -16.90%
losses
Net cash flow from operating activities -7,332,324,397.12 -1,275,505,230.57 -474.86%
Basic earnings per share (RMB/share) 0.69 0.99 -30.30%
Diluted earnings per share (RMB/share) 0.69 0.99 -30.30%
Weighted return on equity (%) 6.53% 10.38% Decreased by 3.85%
End of the report
End of last year Increase/decrease
period
Total assets 140,954,002,966.06 134,040,446,989.65 5.16%
Net asset value attributable to shareholders of the 27,712,076,248.81 26,725,501,967.24 3.69%
listed company
Note：In the report period, The company implemented the project to transfer capital reserve to capital stock. According
to The 21th Memo of Information Disclosure –Related terms of Regular Report Disclosure from Shenzhen Stock
Exchange, The company have adjusted the EPS last year in the same period, based on the adjusted capital stock.
II. Influence of IAS Adjustment on Net Profit and Net Asset
Unit: RMB
Net profit attributable to the shareholders of Net assets attributable to the shareholders of
the listed company the listed company
The same period of The end of the report
This report period The end of last year
last year period
By IAS 1,785,434,748.85 2,550,631,034.51 29,051,905,477.81 28,065,331,196.24
By Chinese Accounting 1,785,434,748.85 2,550,631,034.51 27,712,076,248.81 26,725,501,967.24
Standard
Difference between 1,339,829,229.00 1,339,829,229.00
home& abroad - -
Of which: Adjustment of 1,339,829,229.00 1,339,829,229.00
goodwill - -
5
For the current year, the net profit attributable to the shareholders of listed company is the same
under both Chinese Accounting Standard and International Accounting Standard. The main reason of
the adjustment on the net asset attributable to shareholders of listed company according to
Notes International Accounting Standard was that according to the Chinese Accounting Standard and
relative regulations, the differences generated by consolidation of entities under same control shall
be adjusted into capital reserves, whereas the goodwill generated by consolidation shall be recorded
individually as assets according to the IAS.
III. Non-recurring gain and loss items and amount
Unit: RMB
Amount from beginning of the year
Non-recurring gain and loss items
to the end of the report
Gains/losses from the disposal of non-current assets -160,878.35
Government subsidies 25,262,476.52
Other non-operating income and expenses after deducting the above items -11,330,134.03
Other gain and loss items in accordance with the definition of non-recurring
gain and loss -63,138,644.29
Amount of influence of minority stockholder's interest -2,141,420.73
Impact on income tax -5,933,621.72
Total -57,442,222.60
Note: The Company adopts fair value measurement for long-term equity investment after right of control of China Merchants
Overseas Chinese Town Investment Co., Ltd. is changed. The stock right fair value is mainly inventory assessment appreciation, and
the long-term equity investment added value RMB 63,138,644.29 yuan determined by assessment appreciation is correspondingly
resold according to the ratio of inventory area actually carried forward by the Company to the inventory available area to be carried
forward when the right of control is changed from January to June in 2014.
6
Chapter 4 Report of the Board of Directors
I. Overview
Analysis on the market situation
China’s economic growth in the first half of the year dropped compared to the same period of last year.
However, it remained stable generally. The overall performance of the property industry was flat which was
affected by demand overdrawing of the last year and tight credit within the year. Both the amount and price of
commercial housing over the country decreased. The property market still focused on inventory in the first half of
the year and the property enterprises had weak willingness to increase the investment. The development
investment of property around the country from January to June was RMB 4.2019 trillion, increasing 14.1% over
the same period of the previous year. Growth continued to decline and the new construction area of the housing
was 801.26 million square meters, decreasing 16.4%.
The tightening of credit policy and the rising of financing costs is one of the crucial factors which caused the
sluggish property market in the first half of the year. The risk preference of the bank has been transferred since the
fourth quarter of last year, plus returned payments of sales being hindered, causing industrial funds tight as a
whole. The growth of capital which was in place for the property enterprises had been declining in the first half of
the year.
The differentiation trend in the industry and region is obvious when the market adjusts the price. Property
enterprises cope with the industrial changes from transformation of modes, diversification, being related to
finance by marriage, advancing oversea and Internet thinking. In the face of environmental change, the Company
observes calmly and resolves problems positively. While maintaining financial stability and abundance of capital
and meeting market challenges, it also explores actively new development opportunities.
Operation and management condition of the Company
In the face of the environmental changes, the Company focuses on marketing breakthrough by means of
measures such as strengthening analysis and judgment, guidance mechanism, process optimization and standard
construction. Taking the thirty anniversary of the establishment as an opportunity, the Company launched the
marketing policy of “double-digit blowouts”, namely “Storm in May” and “Plant feet firmly upon the ground at
thirty and thank you” to reinforce brand publicity and speed up sales accounting for the overall amount of the
project. In the report period, the Company accumulatively achieved the contracted sales area of 1.2182 million
square meets, down 10.47% compared with the same period of the previous year; the contracted sales amount was
RMB 17.9 billion, down 10.35% compared with the same period of the previous year; completing 90% of the
corporate sale objective of RMB 20 billion in the first half of the year.
In the report period, the Company adhered to prudent attitude and decided investment by sales. In the first
half of the year, newly added projects were 15 and additional project resources were 3.7021 million square meters,
of which the interest area was 3.4168 million square meters. With the landing of Xi’an project, the Company
achieved the strategic entry into the northwest region and the urban layout became more perfect. In the first half of
the year, the new construction area was 4.19 million square meters with 0.98 million square meters of the
completed area. The overall building area under construction was 10.77 million square meters as of the end of
June.
7
Under the severe market environment, the Company made full use of the advantage of overseas financing
platform, vigorously developed new financing platform, strengthened cooperation with insurance and funds
institutions, raised funds through multiple channels and met the demand of business development. In the report
period, the Company fully tapped the financing potential of commercial property sector and revitalized existing
mature property to prepare for further capital operation in the future. The Company strictly controlled financial
costs and continued to optimize the debt structure. The lending rate maintained the lower level in the industry
under the condition of satisfying the demand. The synthetic fund cost of the Company in the first half of the year
was 5.00%. Newly added borrowing costs in the first half of the year slightly rose.
In the first half of the year, the Company accelerated the standardization of landing work, fully carried out
application and promotion of standardized results of the house type, refined decoration and the displaying area
and intensified the implementation of strategic purchasing through establishment of the supplier management
system and the ERP business system. Application and promotion of standardization and strategic purchasing not
only quickened the project turnover, but also effectively controlled the costs. In the first half of the year, the cost
of construction and installation per square meter decreased by RMB 65/square meter.
In the report period, the Company launched the draft of stock option incentives, steadily promoted long-term
incentives, tightly linked the benefit of staff, shareholders and the Company together, further improved the return
of shareholders and supported the steady development of the Company.
In the report period, the Company vigorously promoted the collaborative development in the merchant
industry and boosted the integration of industry and finance. Currently, the Company has conducted strategic
corporation with China Merchants Bank in the areas of marketing channel and community finance and achieved
share of partial channels, resources and clients with China Merchants Bank.
Based on the principle of growth with quality, the Company gave priority to major research, built a new
strategy of transformation and upgrading and formed the resultant force of the staff by system security to achieve
strategic landing. In the report period, the Company organized strategic development department, enhanced
medium- and long-term industrial trend study, systematically cleaned investment strategy and gain and loss of
obtaining the land, and rationally allocated corporate resources by matrix analysis of urban sustainable
development to improve the benefit of investment decision of the Company. The Company further proposed an
overall framework of business transformation and upgrade of “One foundation, two new roads and three fertile
lands”. One foundation means that the Company sticks to selection of cities and product upgrade of residential
property. The selection of cities is based on the developing potential of the city and the comprehensive ability of
urban companies; two new roads mean overseas expansion and cross-border innovation of the new economy;
three fertile lands refer to business of the property for healthy aged living, the characteristic industrial zone and
the cruise mother port city. The company specially set up corresponding topic research teams who have completed
a series of research results and persisted in the integration of theoretical research and pilot project which already
has preliminary effects.
In the report period, the Company was on the list of “2014 Comprehensive Strength TOP 10 of Shanghai and
Shenzhen Listed Property Companies”, “Financial Stability TOP 10”, “Wealth Creation Capacity TOP 10” and
“Investment Value TOP 10” jointly evaluated by State Council Development Research Center Enterprise Institute,
Institute of Property of Tsinghua University and China Index Research Institute; obtained titles of “2013
Comprehensive Annual Award of China Best Corporate Citizen” jointly selected by 21st Century Business Review
and 21st Century Business Herald, “2013 Best Main Board of Blue-chip Company” selected by Sina Finance and
“Chinese Blue Chip Property Enterprise” selected by Economic Observer. The performance of operation and
management of the Company gained full affirmation from the outside world.
8
Forecast of the Company on the operation environment in the second half of the year and operation
thinking of the Company
The property market continued cooling down in the first half of the year. However, the market turnover in the
second half of the year is expected to rebound with the introduction and implementation of a series of relaxing
policy. Overall, adjustment of this time, slightly different from the previous two times, is mainly caused by
internal market factors such as the imbalance between supply and demand. Recovery of the market needs the
effective release of the demand. Therefore, the recovery which determines the market is slow. However, the
possibility of overall decline is also not high. Industry differentiation in the second half of the year will still
continue. The market in the short-term will find the landing point in the downstream and structural development
opportunities will still be brought in the medium- and long-term. The Company will closely focus on industrial
change, seize the period of sales window, with production decided by sales and controlling the rhythm. Meanwhile,
it will continue to quicken the adjustment of product structure, stick to financial stability, improve financing
ability and advance the transforming development.
Grasping marketing will be the priority among priorities in the second half of the year. The Company will
further boost innovative cooperation and strengthen rapid share and promotion around the country of innovative
marketing results from various regions. Projects will flexibly adjust marketing strategies according to the market
situation, accurately grasp the project sales window, actively innovate front line marketing measures, make good
use of data and the Internet platform and ensure the effective sales accounting for the overall amount of the
project.
In the second half of the year, the Company will fully consider the uncertainty of the market adjustment and
the long-term development strategy and conduct resource development combining factors of basic urban aspects,
team capability and project reserve status. In addition, the Company will also continue to exploit its advantage of
financing and fully protect the demand of the funds. Step up the research of the refinancing program which is fit to
the financing environment of the existing capital market, strive to improve the capital composition of the
Company soon and intensity the financing capacity of the Company.
In the second half of the year, the Company will further accelerate to promote the pilot and landing of the
project, cultivate capabilities and conduct fine arrangement to lay a good foundation for the transformation
development of the Company, based on the overall framework of business transformation and upgrade of “One
foundation, two new roads and three fertile lands”.
II. Analysis of the main business
1. Overview
In the first half of 2014, the Company realized a sum of operating income of RMB 16.047 billion, the net
profit belonging to the shareholders of the listed companies was RMB 1.785 billion. In the operating income, the
income from the sales of commercial housing was RMB 14.669 billion, and the settlement area was 1.0815
million square meters. Since the distribution of completion is not even for real estate projects, the completion area
which was finished by the Company from January to June was 0.98 million square meters, only accounting for
33.3% of the planned completion area of 2.94 million square meters for the whole year. It is expected that the
number of projects which will be completed and settled in the second half of the year will be high. The income
from the rental of investment property was RMB 0.455 billion, and accumulative rental area was 5.1655 million
square meters; the income from the sales of power supply of the park was RMB 0.297 billion, and sales of power
was 362.29 million kilowatt-hours.
2. Composition of the main business
9
Composition of the main business by industries
Unit: RMB
10,000
Increase
and
Increase
decrease
and
percentage
Increase and decrease of
of the
decrease of operating
gross
operating cost
Gross interest
Operating income compared
By industry Operating cost interest rate
income compared to to the
rate compared
the same same
to the
period of the period of
same
previous year the
period of
previous
the
year
previous
year
Property development
1,466,854 927,861 26% -2% 18% -5
and sales
Operation of rental
45,480 22,900 41% 23% 35% -7
property
Power supply in the
29,676 23,249 21% 4% 11% -5
park
46,365 41,795 4% 22% 24% -1
Property management
12,600 18,133 -45% 568% 209% 172
Hotel management
2,331 3,133 -65% -35% 11% -81
Property intermediary
1,410 2,036 -36% -78% -58% -57
Others
Note: The gross interest rate in the above table was calculated by amount of operating income minus operating cost and operating
tax and additions.
1. The regional sales and composition of products of the Company have been changing year after year with promotion of the
regional development strategy. The proportion of urban projects in second-, third- or fourth-tier city has slightly improved. The
proportion of carried-forward income in the regions where the gross interest rate of the products was relatively low increased
significantly over the same period of the previous year, leading to the decrease on the gross interest rate of the property
development business of the Company.
2. The Company added new investment property of 0.1 million square meters in the first half of the year, which is still in an infant
stage. The letting rate and rental income need to be improved. However, amortization of costs was inflexible. Therefore, the
gross interest rate reduced over the same period of the previous year.
3. In the first half of the year of 2014, the procurement cost of the power supply in the park increased over the same period of the
previous year. Therefore, the gross interest rate reduced by 5%.
4. The hotel business was primarily the operating income from three hotels, namely Hilton South Sea Hotel, Beijing Conrad Hotel
and Zhangzhou Meilun Mountain Villa. The above three hotels have not commenced business for a long time and the
occupancy rate needs to be improved. Since the costs in the early stage of the operation were relatively high, the gross interest
rate was negative. But it has greatly changed over the same period of the previous year.
Composition of the main business by area
Unit: RMB 10,000
10
Increase and
Increase and Increase and
decrease of
decrease of decrease of gross
operating
operating cost interest rate
Operating Gross interest income
Area Operating cost compared to the compared to the
income rate (%) compared to the
same period of same period of
same period of
the previous the previous
the previous
year (%) year (%)
year (%)
Circum-Bohai
94,399 41,609 44% -75% -72% 6
Sea Region
Yangtze River
234,511 186,488 11% -2% 0% -3
Delta Region
Pearl River Delta
883,157 524,772 30% 1% 19% -2
Region
Other areas 392,649 286,238 18% 209% 213% -3
Note: The gross interest rate in the above table was calculated by amount of operating income minus operating cost and operating
tax and additions.
Changes of the main financial data compared to the same period of the previous year
Increase and
Items of assets and liabilities June 30, 2014 December 31, 2013 decrease Main reason for the change
(±%)
Receivable payments for housing
Account receivable 12,620 7,686 64
sales increased
Prepayment 491,021 281,597 74 Prepaid land payment increased
CM Shangzhi established new
company with the investment of
Deferred income tax asset 104,329 77,026 35
office buildings, resulting in the
increase of deferred income tax
Outstanding employees’ wage
Employees’ wage payable 16,122 38,589 -58
payable paid
Mainly consisting of holding
stockholder dividend payable and
Dividend payable 81,696 12,093 576
dividend payable to the minority
shareholders by the subsidiaries
Long term bank loans due in 1
Non-current liability due in 1 year 933,213 633,101 47
year increased
The pending litigation cases were
Estimated liabilities 0 1,047 -100 settled and returned back to
estimated liabilities
11
Other current liability 233,835 356,049 -34 Withholding land VAT paid
Share capital Capital surplus converted to
257,595 171,730 50
capital share
profit and loss items Increase and
January to June January to June decrease Main reason for the change
2014 2013 (±%)
Operating tax and addition The gross interest rate of carry-
forward items of this period was
relatively low affected by the
161,402 257,943 -37
carry-forward products and
regional structures and land VAT
reduced accordingly
Interest expenses and foreign
exchange losses in this period
Financial expenses 32,610 7,335 345
increased over the same period of
the previous year
Assets impairment loss Falling price reserves of the
89 -17,237 -101 inventory in the same period of
last year released
Investment income Transfer of control rights of the
14,332 28,218 -49 subsidiaries in the same period of
last year brought profit
Non-operating income 3,550 1,177 201 Government subsidies increased
Non-operating expenses Increase of expenses of water
2,173 1,539 41
funds in the power supply service
Income tax expense Income tax expense decreases
96,450 147,659 -35 with respect to the decrease of
total profit
Items of cash flow Increase and
January to June decrease Main reason for the change
of 2014 (±%)
Net amount of cash flow Increase of land payment and
generated by operation activities infrastructure construction
payment paid in this period over
the same period of the previous
-733,232 -127,551 475
year led to the growth rate with
cash outflow of the operation
activities more than cash inflow
of the operation activities
Net amount of cash flow Decreased cash dividend from
-6,568 -30,079 -78
generated by the investment the associated company and
12
activities increased investment expenses
Net amount of cash flow The decreased amount of loan
generated by the financing over the same period of the
activities 173,756 675,744 -74 previous year and the increased
amount of repayment over the
same period of the previous year
III. Analysis on the core competitiveness
Large merchant, big coordination
China Merchants Group consists of a batch of excellent companies, such as China Merchants International,
China Merchants Shipping, China Merchants Roads, China Merchants Bank, China Merchants Securities, Shekou
Industrial Zone and Direct Investment Fund Management Platform. CM Property is the flagship enterprise and the
only listed company in the property sector of China Merchants Group. China Merchants Group, which is across
two major areas of industry and finance, has been vigorously promoting the combination of industry and finance
over the past years. It plays synergy effects and achieves leaping development by means of effective interaction
between capital and industry. As for the application of the combination of industry and finance, the Company with
related parties has conducted active exploration and the progress is smooth. Share of internally divided resources
in the merchant system has been achieved now. In addition, China Merchants Group which has strong
comprehensive strength has great influence and power around the country and the world. Its’ external cooperation
resources will also bring huge business opportunities for the Company.
Abundant capital, financial stability
The Company follows China Merchants’s operating style of financial stability and puts the financial risk
control at the first place. The comprehensive capital cost of the Company maintains the lower level in the industry
through highly effective funds management operation for years, providing sufficient lever space for expanding the
scale of the Company in the future. Besides, the Company adheres to the diversification of financing and strives to
optimize the capital structure, laying a strong capital base for the expansion.
Developing and investing at the same time, sales and operation regarded as equally
While pursuing appropriate growth of the sales scale, the Company carefully arranges precipitation of
high-quality assets and continues to accumulate wealth to ensure the sustainable development. At present, the
commercial property retained by the Company covers various types, such as office buildings, shops, apartments
and plants which can not only bring steady cash outflow, but also enjoy the appreciation in asset value with the
development of cities. In the past years, the Company has been enhancing the industrial and urban research and
given priority to research, focusing on three major business aspects which are the property for healthy aged living,
the characteristic industrial zone and the cruise mother port city, to facilitate transformation and development of
the Company.
IV. Analysis on the investment condition
1. External equity investment condition
（1） External investment condition
The Company held the circulation stock of 3,646,889,329 stocks from the shareholding subsidiary China
Merchants Property (0978.HK). Apart from this, it did not hold shares from other listed companies.
13
（2）Condition of holding the equity of financial enterprises
Not Applicable
（3）Condition of securities investment
Not Applicable
2. Conditions of entrusted financial service, derivative investment and entrusted loan
（1）Condition of entrusted financial service
Not Applicable
（2）Derivative investment condition
Not Applicable
（3）Entrusted loan condition
The Company did not have external entrusted loan.
3． Use condition of the raised capital
As for past 5 years up till June 30, 2014, the Company have not issued shares publicly.
4. Analysis on the main subsidiaries and share participating companies
Unit: RMB 10,000
Main
Registered Gross Operating Operating
Name of the company Corporate type Industry product or Net assets Net profit
capital capital income profit
service
Subsidiary Property Commercial
Shenzhen Vanke Binhai 100,000 410,661 104,790 211,208 77,308 58,043
industry housing
Subsidiary Property Commercial
Zhuhai CMRE 800 83,023 52,169 132,448 48,582 36,342
industry housing
Power
Xiamen CMRE Subsidiary Public utility supply in the 5,000 143,244 18,608 123,266 29,133 21,852
park
Subsidiary Property Commercial $21,980 US
Foshan Xinjie 194,384 177,349 113,763 9,585 7,198
industry housing D
Subsidiary Property Commercial
Wuhan CMRE 3,000 25,423 11,427 103,359 16,388 12,291
industry housing
Subsidiary Property Commercial
Foshan Yiyun 3,000 336,821 9,015 103,157 18,426 13,829
industry housing
Subsidiary Property Commercial
Shenzhen CMRE 300,000 2,495,204 911,000 81,862 108,894 101,568
industry housing
Zhenjiang Yingsheng Subsidiary Property Commercial $11,800 285,444 78,274 81,849 15,318 13,062
14
industry housing USD
Subsidiary Property Commercial
Shanghai Fengyang 3,000 153,349 27,927 64,683 20,982 15,739
industry housing
Subsidiary Property Commercial
China Merchants Jia Ming 35,000 287,870 238,737 54,591 30,048 21,998
industry housing
Subsidiary Property Commercial $24,400 US
Shuzhou Double-lake 326,715 183,633 50,636 -2,200 -2,178
industry housing D
Subsidiary Property Commercial $12,700 US
Foshan Xincheng 294,304 118,756 42,229 19,988 15,074
industry housing D
China Merchants Properties and Subsidiary Property Commercial
20,000 592,972 243,810 32,444 10,940 -38,235
Investment industry housing
Power
CMPS Subsidiary Public utility supply in the 5,700 360,747 139,213 29,676 6,766 4,701
park
Share
China Merchants Overseas Property Commercial
participating 100,000 173,980 51,716 126,307 48,954 36,716
Chinese Town industry housing
company
5. Conditions of the major projects invested with non-raised capital
(1) Share equity investment
In the report period, the Company had 11 new property project companies. The new investment
amount was RMB 1,563.91 million and the investment condition is as follows:
Unit: RMB 10,000
Equity Actual
Registered
Name of the company proportion of investment Development project
capital the Company amount
Wuhan CM Property Gutian Property Co., Ltd. 3,000 100% 3,000 Wuhan Jiangwan International
Xiamen CM Yonghuafu Property Co., Ltd 2,000 100% 2,000 Xiamen Yonghuafu
Foshan Yiyun Xiaode Property Co., Ltd. $8,700 USD 100% 53,575 Foshan Yiyun Zhenyuan
Eastern bank of Yantai China
Yantai China Merchants Property Co., Ltd. 3,000 100% 3,000
Merchants
Changshu CM Xicheng Property Co., Ltd. 3,000 100% 16,800 Changshu CM Xicheng
Guangzhou Yiyun Property Co., Ltd. 1,000 100% 1,000 Guangzhou Wanbo
Zhuhai Yiyun Property Co., Ltd. 3,000 100% 3,000 Waterfront of Zhuhai Yiyun
Nanjing CM Ningsheng Property Co., Ltd. 3,000 100% 3,000 Nanjing Hyde Mansion
Nanjing CM Xingsheng Property Co., Ltd. 3,000 70% 2,100 Nanjing CM Yiyun County
15
Jurong CM International E Ci
Zhenjiang Torch Property Development Co., Ltd. $2,990 USD 100% 10,470
ty
Xi’an Mao’an Property Co., Ltd. $9,500 USD 100% 58,446 Xi’an Yiyun Qujiang
1.
（2）In the report period, the accumulative investment amount of the main projects was RMB 4,392.70
million. The condition of the investment is as follows:
Accumulative
Invested amount of actual
Name of the Total planned
amount in this investment as of Project progress Profit of the project
project investment
period the end of the
report period
Phase 1 to 6 completed, pha The gross profit realized in
Suzhou Little
485,432 39,019 371,747 se 7 to 9 in the main body this period was RMB 21.05
Rock City
construction million.
The gross profit realized in
Shenzhen Yihai
735,678 24,964 404,782 Zone 2 and 5 completed this period was RMB
City
788.39 million.
Shenzhen
Pingshan 322,408 24,722 166,136 Main body construction It had not been carried over.
Garden City
The gross profit realized in
Guangzhou Phase 5 and 7 in the main body
670,181 23,232 303,548 this period was RMB
Jinshan Valley construction
127.47 million.
Phase 1 and 2 completed, ph The gross profit realized in
Beijing Park
448,505 22,047 371,603 ase 3 in the main body cons this period was RMB
1872
truction 106.91 million.
Phase 1 completed, phase 2 The gross profit realized in
Chongqing
425,195 18,839 260,957 and 3 in the main body con this period was RMB 23.15
Garden City
struction million.
Phase 1 to 3 completed, phase The gross profit realized in
Tianjin
359,494 18,304 320,220 4 and 5 in the main body this period was RMB 40.41
Diamond Hill
construction million.
Changzhou Park
300,031 18,029 127,773 Main body construction It had not been carried over.
1872
Phase 1 completed, phase 2 The gross profit realized in
Zhenjiang
621,044 17,871 482,341 and 3 in the main body this period was RMB
Beiguwan
construction 158.03 million.
Xiamen Sea Phase 1 completed, phase 2 The gross profit realized in
256,949 16,980 196,173
May Flower and 3 in the main body this period was RMB
16
construction 135.04 million.
Phase 1 to 3 completed, pha
Chengdu
275,371 16,930 290,214 se 4 and 5 in the main bod It had not been carried over.
Yonghuafu
y construction
The gross profit realized in
Shanghai Haide Phase 1 completed, phase 2 in
187,254 16,182 102,854 this period was RMB
Garden the main body construction
122.50 million.
Tianjin
512,700 16,085 238,201 Main body construction It had not been carried over.
Beikenshan
The gross profit realized in
Guangzhou
289,176 14,397 193,117 Main body construction this period was RMB 42.99
Donghui City
million.
Nanjing
335,945 13,719 283,783 Main body construction It had not been carried over.
Yonghuafu
Xiamen Haide Phase 1 completed, phase 2 in
233,354 13,305 198,992 It had not been carried over.
Garden the main body construction
Wuhan Moshui Block A in the main body
923,480 13,007 578,706 It had not been carried over.
Lake construction
Beijing Xicheng Phase 1 and 2 completed, The gross profit realized in
Homestead and 507,456 12,081 427,154 phase 3 and 4 in the main body this period was RMB
Longyuan construction 292.13 million.
The gross profit realized in
Chongqing Phase 1 and 2 in the main body
1,281,749 11,081 471,952 this period was RMB 44.80
Changjiahui construction
million.
Phase 1 completed, phase 2 The gross profit realized in
Zhangzhou
349,353 10,685 155,483 and 3 in the main body this period was RMB 3.05
Kadakaisi
construction million.
Yunnan
320,099 9,984 53,189 Main body construction It had not been carried over.
Haigongguan
Shenzhen
292,370 9,873 210,358 Main body construction It had not been carried over.
Jingshan Jinhai
The gross profit realized in
Haerbin Notting
406,376 8,683 115,611 Main body construction this period was RMB 1.38
Hill
million.
Qingdao LAVIE Phase 1 completed, phase 2 in
140,367 8,087 92,860 It had not been carried over.
Commune the main body construction
Shanghai Phase 1 completed, phase 2 The gross profit realized in
Sheshan 303,342 7,478 260,658 and 3 in the main body this period was RMB -6.35
Longyuan construction million.
17
The gross profit realized in
Suzhou
215,000 7,025 188,912 Completed this period was RMB -51.44
Yongjingwan
million.
The gross profit realized in
Foshan Evian Phase 2 capped, phase 3 in the
146,411 6,928 134,017 this period was RMB 15.38
Xicheng main body construction
million.
The gross profit realized in
Nanjing Garden
104,931 5,419 98,445 Completed this period was RMB 6.95
City Center
million.
The gross profit realized in
Wuhan
99,183 4,929 93,393 Main body construction this period was RMB
Yonghuafu
169.37 million.
The gross profit realized in
Chongqing
192,308 4,060 180,660 Completed this period was RMB 15.04
Jiangwan City
million.
The gross profit realized in
Foshan Evian
188,732 3,194 189,870 Completed this period was RMB 94.45
Shangcheng
million.
The gross profit realized in
Foshan Evian Phase 1 completed, phase 2 in
238,612 2,131 217,947 this period was RMB
Tianhui the main body construction
182.60 million.
V. Estimation on the operation achievements from January to September 2014
Not Applicable
VI. Explanations of the Board of Directors and Board of Supervisors on the ‘Non-standard
Audit Report’ of this report period of the accounting firm
Not Applicable
VII. Explanations of the Board of Directors on the conditions related to the ‘Non-standard
Audit Report’ of the previous year
Not Applicable
VIII. Implementation condition of profit distribution in the report period of the Company
The proposal of profit distribution in 2013 was approved at the 2013 Annual Shareholders’ Meeting held on
April 14, 2014:
According to 10% of the net profit of the parent company RMB 1,057,343,950.92, statutory surplus capital
reserve RMB 105,734,395.09 was withdrew;
18
Taking the total capital shares 1,717,300,503 shares as of year-end as the radix, cash RMB 4.80 (tax included)
would be sent for each 10 shares, that was to say, RMB 824,304,241.44 cash dividend would be sent；
The residual undistributed profit RMB 4,607,851,118.62 was retained to the next report year；
Taking the total capital shares 1,717,300,503 shares as of year-end as the radix, 5 shares would be converted
by means of capital reserve for each 10 shares, with total amount of converted capital shares of RMB 858,650,251.
The total capital shares increased to 2,575,950,754 shares after the conversion and the capital reserve balance was
RMB 8,068,403,942.
For details, see Announcement on the Implementation of 2013 Annual Profit Distribution and Capital Reserve
Converted to Capital share Scheme issued by the Company on China Securities Journal, Securities Times,
Shanghai Securities News, Securities Daily, Hong Kong Commercial Daily and http://www.cninfo.com.cn on May
30, 2014. Up till the disclosure date of this report, implementation of the above-mentioned dividend and interest
distribution scheme has been completed except the cash dividend payable to the big shareholder Shekou Industrial
Zone.
IX. Pre-plan of profit distribution and capital reserve converted to capital share in the report
period
The Company did not conduct profit distribution and did not conduct converting capital reserve into share
capital in the middle of 2014.
X. Table about investigations, communications and interviews received by the Company
during the report period
Received Content discussed and
Reception date Reception place Reception way Received object
object type information provided
Telephone Institutional
January 4, 2014 Shenzhen China Securities ①Introducing operation of
communication investor
the Company;
Telephone Institutional ②Discussing the industry
January 7, 2014 Shenzhen Orient Securities
communication investor development;
Telephone Individual ③Introducing related matters
January 8, 2014 Shenzhen Individual Investor
communication investor about stock ownership
Telephone Individual incentive of the Company;
January 8, 2014 Shenzhen Individual Investor
communication investor ④Providing the information
announced and brochure for
January 8, 2014 Shanghai Field Institutional Everbright Securities
19
investigation investor projects of the Company;
Field Institutional ⑤Visiting the Company
January 9, 2014 Shenzhen Runhui Investment on-sale buildings, and
investigation investor
providing building sales
Suzhou, Field Institutional
January 14, 2014 Runhui Investment brochure.
Shanghai investigation investor
Nanjing, Field Institutional
January 15, 2014 William Blair, CICC
Suzhou investigation investor
Telephone Individual
January 16, 2014 Shenzhen Individual Investor
communication investor
Field Institutional
January 17, 2014 Shenzhen Harvest Fund
investigation investor
China Asset
Field Institutional
January 24, 2014 Shenzhen Management, Haitong
investigation investor
Securities
Telephone Institutional
January 29, 2014 Shenzhen Hill House Capital
communication investor
Field Institutional
February 8, 2014 Shenzhen Fullgoal Fund
investigation investor
Ping An Securities, GF
Telephone Institutional
February 10, 2014 Shenzhen Securities, BOCOM
communication investor
Schroeder Fund
GF Securities, China
Field Institutional Asset Management,
February 12, 2014 Shenzhen
investigation investor Yinhua Fund, Penghua
Fund, etc.
Telephone Individual
February 12, 2014 Shenzhen Individual Investor
communication investor
Telephone Institutional
February 12, 2014 Shenzhen CICC
communication investor
Telephone Individual
February 12, 2014 Shenzhen Individual Investor
communication investor
Telephone Individual
February 14, 2014 Shenzhen Individual Investor
communication investor
Telephone Institutional
February 17, 2014 Shenzhen Huatai Securities
communication investor
Telephone Individual
February 20, 2014 Shenzhen Individual Investor
communication investor
Telephone Individual
February 27, 2014 Shenzhen Individual Investor
communication investor
20
Telephone Individual
March 5, 2014 Shenzhen Individual Investor
communication investor
Telephone Individual
March 13, 2014 Shenzhen Individual Investor
communication investor
Forty institutions such
as Guotai Junan
Securities, Citic
Securities, China
Field Institutional
March 17, 2014 Shenzhen Jianyin Investment
investigation investor
Securities, Fullgoal
Fund, Citic-prudential
Fund, Penghua Fund,
etc.
Baring Asset
Management, Norges
Bank, Capital Research
Institutional Global Investors,
March 24, 2014 Hong Kong Strategic seminar
investor Manulife, Morgan
Stanley Investment
Management Company,
Three Corner
Telephone Institutional
March 31, 2014 Shenzhen GF Securities
communication investor
Telephone Institutional
March 31, 2014 Shenzhen China Securities
communication investor
Telephone Institutional
March 31, 2014 Shenzhen Runhui Investment
communication investor
Telephone Institutional
April 8, 2014 Shenzhen Orient Securities
communication investor
Telephone Institutional Shanxi Securities, Value
April 10, 2014 Shenzhen
communication investor Partners
Telephone Institutional
April 15, 2014 Shenzhen Value Partners
communication investor
Telephone Individual
April 15, 2014 Shenzhen Individual Investor
communication investor
Guotai Junan Securities,
China Southern Fund
Institutional Management, China
April 16, 2014 Dongguan Strategic seminar
investor Shipping Fund, First
Capital Securities,
Zhongrong Trust, etc.
21
Telephone Individual
April 18, 2014 Shenzhen Individual Investor
communication investor
Field Institutional
April 21, 2014 Shenzhen Fullgoal Fund
investigation investor
Telephone Institutional Greenwoods Asset
April 21, 2014 Shenzhen
communication investor Management
Field Institutional
April 22, 2014 Xiamen Fullgoal Fund
investigation investor
Telephone Individual
April 21, 2014 Shenzhen Individual Investor
communication investor
Institutional Dongxing Securities,
April 25, 2014 Shenzhen Strategic seminar
investor Lion Fund
Telephone Institutional
April 29, 2014 Shenzhen CICC Organization
communication investor
Telephone Institutional
May 12, 2014 Shenzhen GF Securities
communication investor
Institutional
May 13, 2014 Hangzhou Strategic seminar Haitong Securities
investor
Institutional
May 14, 2014 Shanghai Strategic seminar Orient Securities
investor
Field Institutional China Securities
May 16, 2014 Shenzhen
investigation investor Organization
Field Institutional
May 18, 2014 Zhenjiang CICC
investigation investor
Telephone Institutional
May 20, 2014 Shenzhen Everbright Securities
communication investor
Telephone Institutional
May 20, 2014 Shenzhen Ping An Securities
communication investor
Telephone Institutional GF Securities, China
May 21, 2014 Shenzhen
communication investor Asset Management, etc.
Fullgoal Fund,
Telephone Institutional Greenwoods Asset
May 21, 2014 Shenzhen
communication investor Management, Value
Partners
Shenyin & Wanguo
Institutional Securities, ICBC Credit
May 23, 2014 Xiamen Strategic seminar
investor Suisse, Guangzhou
Securities
May 26, 2014 Shenzhen Field Institutional Citic Securities
22
investigation investor Organization
Telephone Institutional
May 26, 2014 Shenzhen Orient Securities
communication investor
Field Institutional
June 3, 2014 Shenzhen BNP
investigation investor
Telephone Institutional
June 3, 2014 Shenzhen Runhui Investment
communication investor
Institutional
June 5, 2014 Chengdu Strategic seminar Citic Securities
investor
Telephone Individual
June 6, 2014 Shenzhen Individual Investor
communication investor
Field Institutional Bosera Asset
June 10, 2014 Shenzhen
investigation investor Management
Telephone Institutional
June 10, 2014 Shenzhen GF Securities
communication investor
Telephone Individual
June 10, 2014 Shenzhen Individual Investor
communication investor
Telephone Institutional
June 11, 2014 Shenzhen Fullgoal Fund
communication investor
Essence Securities,
Field Institutional
June 12, 2014 Shenzhen Minsheng Royal Fund
investigation investor
Management
Guosen Securities,
Institutional
June 18, 2014 Shanghai Strategic seminar PICC, CPIC, Runhui
investor
Investment, etc.
Institutional China Merchants
June 19, 2014 Shenzhen Strategic seminar
investor Securities
Orient Securities,
Telephone Institutional
June 25, 2014 Shenzhen Everbright Securities,
communication investor
Guotai Junan Securities
23
Chapter 5 Significant Events
I. Corporate governance
In accordance with requirements of the Company Law, the Securities Law and other security regulations, the
Company has been perfecting corporate governance structure, establishing a sound internal control system,
continuing to further carry out management activities and improving corporate administrative level. The Company
and the majority of the investors have established a trusting and win-win relationship based on the good corporate
governance.
In the report period, holding stockholders and actual controllers of the Company supported the Company to
perfect the governance structure and improve the corporate administrative level. The holding stockholders and
actual controllers of the Company always fulfill the commitments and support the healthy development of the
Company.
The Company features the sound governance structure and regulated operation of general meeting of
shareholders, Board of Directors and Supervisory Committee, fulfilling its authority in accordance with provisions
in laws, regulations and articles of association.
The Company truthfully, accurately, completely, timely and fairly discloses information as required by
information disclosure principles. On May 26, 2014, the Company has won the excellent unit for SSE information
disclosure evaluation (A-level). In addition, the Company added the contents of voluntary information disclosure
and disclosed sale conditions monthly on a regular basis, instead of quarterly in the report period. Meanwhile, the
Company achieved the linkage of information disclosure with China Merchants Property (0978.HK) to ensure the
timeliness and consistency of the information acquisition for investors in Shenzhen and Hongkong market.
II. Significant lawsuits and arbitration
None
III. Media questioning
None
IV. Matters related to bankruptcy and reform
Not Applicable
V. Capital Transactions
1. Assets Acquisitions
For details, see the related transactions relating to assets acquisition and sales.
2. Assets sales
Not Applicable
3. Enterprise mergers
Not Applicable
24
VI. Implementation and its impact of stock option incentive of the Company
On May 20, 2014, Stock Options First-time Granted Plan (Draft) and its abstract were discussed and passed
by the thirteenth meeting of the seventh Broad of Directors of the Company. The Company intended to grant the
total of 16.3353 million stock options to the incentive objects, accounting for 0.951% of the total capital shares
issued in the period. The incentive objects (not including Independent Director) of this time were directors, senior
executives, medium-level executives and key technical personnel, totaling 149 people. The term of validity of the
granted stock options was 7 years. Starting from the granted day and after three years of the restricted period of
exercising, 1/3 exercising of the overall stock options would be granted to each period with 3 in total according to
the plan when the conditions of exercising were met. The exercise price was RMB 17.34. From the granted day of
stock options, it is necessary to adjust the stock option and exercising price if the Company experienced the
matters of capital reserve conversion, distribution of stock dividends, stock split, stock drawing back, rationed
stocks or increased issues before exercising. The incentive plan for the share equity of the Company still needs to
be examined and approved by State-owned Assets Supervision and Administration Commission of the State
Council and China Securities Regulatory Commission. It could then only come into force after being submitted to
the general meeting of shareholders for examination and approval.
For details, see Stock Options First-time Granted Plan (Draft) issued by the Company on China Securities
Journal, Securities Times, Shanghai Securities News, Securities Daily, Hong Kong Commercial Daily and
http://www.cninfo.com.cn on May 21, 2014.
VII. Major affiliated transactions
1. Affiliated transactions related to daily operation
In the report period, the Company and Shekou Industrial Zone and its affiliated parties had the following
rental transactions:
The Company and part of the subsidiaries in Shenzhen rented the land-use right of business premises to the
Shekou Industrial Zone. The overall rental fee in the report period was RMB 7.23 million; China Merchants
Shangzhi, the wholly owned subsidiary of the Company, rented the land-use right and the buildings on the land
where the building 1, 3, 5 and the property company of the building 2 and 6 were, located in the Shenzhen Shekou
Huajian Block owned by Shekou Industrial Zone. The overall rental fee of the period was RMB10.65 million; the
affiliated companies, such as Shekou Industrial Zone, rented letting property of the New Era Square, the Merchant
Building, etc. The overall rental fee of the report period was RMB 11.95 million.
The above transactions belonged to daily operational activities of the Company. The Company had informed
the independent directors before the occurrence of the transactions. After examination and approval, the
independent directors considered that the pricing standard of the transaction matched the marketing price, with
reasonable fairness for the transaction and satisfying the benefits of the Company and all shareholders.
2. Affiliated transactions related to purchasing assets and assets disposal
In 2013, the second provisional general meeting of shareholders of the Company passed relevant bills of
the About Affiliated Transaction of Purchasing Assets by Issuance of Shares and Raise Matching Funds. The
Company planned to use additional released shares of A share to purchase houses at Sea World in the Shekou
Industrial Zone and the land-use right of the Culture and Art Center. The total price of the land-use right was RMB
4.853 billion in accordance with the Asset Purchase Agreement which was signed by the Company and the
Shekou Industrial Zone and the completion status (whether the issuance is successful or not) of additional released
shares for raising funds will not affect the implementation of the transaction behavior for purchasing assets.
In 2014, the fourth provisional meeting of the Board of Directors of the Company decided to terminate the
25
additional release of this time. The Company would pay the price of the land-use right to the Shekou Industrial
Zone by cash, among which RMB 1.4 billion was paid by the Company in June 2014.
3. Major affiliated transactions on common external investment
In the report period, the Company and the Shekou Industrial Zone jointly contributed to establish Station
Fortune Ltd. and Chief Master Ltd., holding 49% and 51% of the equity respectively, used as obtaining
development projects in the park in Qingdao. Station Fortune Ltd. set up Powerwise International Ltd. with the
total asset. The registration capital was $ 149 million. The Company and Shekou Industrial Zone invested in
Powerwise International Ltd. according to the shareholding proportion to Station Fortune Ltd. The investment
from the Company to Powerwise International Ltd. was $ 73.01 million.
Chief Master Ltd set up Blue Cove International Ltd. with the total asset. The registration capital was $ 75
million. The Company and the Shekou Industrial Zone invested in Blue Cove International Ltd. according to the
shareholding proportion to Chief Master Ltd. The investment from the Company to Blue Cove International Ltd.
was $ 36.75 million. The above overall investment from the Company was $ 109,760,098.
The company has disclosed the transaction in the huge tide network on March 12, 2014.
4. Dealing of the creditor’s rights and debts of the related parties
As of June 30, 2014, the dealing money of the Company with the related parties mainly includes:
(Unit: RMB 10,000)
If there is
Type of Balance at
non-operating Amount at
Association creditor’ s the Amount in
Related party Cause capital the end of
relation right and beginning of this period
occupation or the period
debt the period
not
Beijing Guangying Advance of
Joint Other
Property Development the No 91,232.10 -8,902.45 82,329.65
venture receivables
Co., Ltd. shareholder
Ningbo Jiangwan Advance of
Joint Other
Property Development the No 135,081.59 -21,525.98 113,555.61
venture receivables
Co., Ltd. shareholder
Foshan China Merchants Advance of
Joint Other
Longyuan Property Co., the No 67,344.99 24.31 67,369.30
venture receivables
Ltd. shareholder
Shanghai New Nanshan Advance of
Associated Other
Property Development the No 14,934.37 -6,432.24 8,502.13
company receivables
Co., Ltd. shareholder
Investment
Associated Other
Jones Tech Limited pending No 6,243.21 -6,243.21 -
enterprise receivables
transfer
Investment
Powerwise International Same final Other
pending No 8,902.69 -8,902.69 -
Ltd controller receivables
transfer
Associated
Holly Profit Limited Other Investment No 9,255.06 -9,255.06 -
enterprise
26
receivables pending
transfer
Investment
Blue Cove International Same final Other
pending No 4,481.22 -4,481.22 -
Ltd controller receivables
transfer
Other Dealing
Shekou Industrial Zone Shareholder No 4,002.48 -4,002.48 -
receivables money
Accounts Dealing
Shekou Industrial Zone Shareholder No - 345,290.00 345,290.00
payable money
Other Dealing
Shekou Industrial Zone Shareholder No 7,948.89 -7,948.89 -
receivables money
China Merchants Group Final Other Dealing
No - 85.72 85.72
(Hong Kong) Co., Ltd. controller receivables money
China Merchants
Guangming Science and Joint Other Dealing
No 147.67 -146.95 0.72
Technology Park Co., venture receivables money
Ltd.
Shanghai Ledu Property Associated Other Dealing
No - 25,101.28 25,101.28
Co., Ltd. company receivables money
Shanghai New Nanshan Other Dealing
Associated
Property Development No 3,160.00 3,286.87 6,446.87
company receivables money
Co., Ltd.
China Merchants Associated Other Dealing
No 67,473.33 -59,506.29 7,967.04
Overseas Chinese City company receivables money
Tianjin Xinghai Property Associated Other Dealing
No 10,608.14 - 10,608.14
Development Co., Ltd. company receivables money
Tianjin Mu Nan Qiu Shi Associated Other Dealing
No - 1,700.00 1,700.00
Industrial Co. Ltd. company receivables money
Shenzhen China
Same final Other Dealing
Merchants Financing No 71,458.14 6,003.16 77,461.30
controller receivables money
Service Co., Ltd.
Zhangzhou Same final Other Dealing
No 20,000.00 - 20,000.00
Development Zone controller receivables money
Same final Other Dealing
Top Chief. No - 13,272.02 13,272.02
controller receivables money
Same final Dividends Dealing
Shekou Industrial Zone No - 33,284.13 33,284.13
controller payable money
5. Other major related transactions
For the other related transactions of the Company within the report period, see the financial report annotation.
27
VIII Non-operating Cash Occupied by Controlling Shareholders and Their Related Parties of
Public Companies
Unit: RMB 10,000
Additional Total
occupied
repayment Anticipated Anticipated
Shareholder or Occupancy Period-beginning amount of Period-end Due Date
Cause reporting of this repayment repayment
related party Time amount amount (Month)
period reporting approach amount
period
December,
Jones Tech Shift in Shift in Not
2012-January, 6,243 - 6,243 -
Limited investment investment Applicable
2014
December,
Holly Profit Shift in Shift in Not
2012-January, 9,255 - 9,255 -
Limited investment investment Applicable
2014
Blue Cove December,
Shift in Shift in Not
International 2012-January, 4,481 - 4,481 -
investment investment Applicable
Ltd 2014
Powerwise December,
Shift in Shift in Not
International 2012-January, 8,903 - 8,903 -
investment investment Applicable
Ltd 2014
Total 28,882 - 28,882 -
IX. Major Contracts and Their Performance
1. Hosting, Contracting and Leasing Items
The Company has no major events hosting, contracting or leasing assets of other companies within the
reporting period.
2. Guarantee
Unit: RMB 10, 000
Company’s guarantee (excluding subsidiary guarantees)
Related Guaranteed
Actual date
announcement Actual for
Guarantee (Date of Guarantee Guarantee Completed
Name disclosure date guarantee associated
amount agreement type term or not
for guarantee amount party or
signing)
amount not
From the day
when the
The owner who From the day mortgage
Phased
purchases a when the bank makes
No 200,242.16 200,242.16 successive No No
house on mortgage bank the loan to the
guarantee
mortgage makes the loan day when the
mortgage
bank
28
completes
handling of
the Property
Certificate for
the housing
purchaser
Two years
since the next
day of
November 3, March 15,
14,700.00 1,336.62 expiration of No Yes
2011 2012
loan term
under the loan
contract
Two years
China since the next
Merchants day of
March 20, Successive
Guangming May 18, 2012 expiration of No Yes
2012 19,110.00 6,575.31 guarantee
Science Park loan term
Co., Ltd. under the loan
contract
Two years
since the next
day of
March 18,
June 12, 2014 expiration of No Yes
2014 4,900.00 343.00
loan term
under the loan
contract
Two years
Beijing since the next
Kanglade day of
Successive
Property May 15, 2012 May 15, 2012 expiration of No Yes
30,000.00 22,386.00 guarantee
Development loan term
Co., Ltd. under the loan
contract
29
Shenzhen
Shekou Sea
December 26, October 22, Successive
World Hotel 25,500.00 24,990.00 No Yes
2013 2013 guarantee
Management
Co., Ltd.
Two years
since the day
of expiration
Shenzhen CM of the
Business Successive execution
June 4, 2013 April 25, 2013 No Yes
Development 7,140.00 6,630.00 guarantee term of
Co., Ltd. liabilities
under the loan
contract
Two years
since the
effective day
of the
guarantee
Shenzhen
contract to the
Vanke Binhai December 26, December 6, Successive
day of No Yes
Property Co., 2013 40,000.00 2013 15,000.00 guarantee
expiration of
Ltd.
the execution
term of
liabilities
under the
main contract
Plus another
two years
after from the
effective day
Foshan Evian
Successive of the
Property Co., March 5, 2014 May 29, 2013 No Yes
55,000.00 55,000.00 guarantee guarantee
Ltd.
contract to the
expiration of
the main
creditor’s
30
rights term
Two years
since the
effective day
China of the
Merchants guarantee
Property August 26, Successive contract to the
March 5, 2014 No Yes
Development 60,000.00 2013 60,000.00 guarantee day of
(Nanjing) Co., expiration of
Ltd. the execution
term of all
guaranteed
liabilities
Two years
since the
effective day
of the
Nanjing CM guarantee
Ruisheng January 27, Successive contract to the
March 5, 2014 No Yes
Property Co., 17,000.00 2014 16,900.00 guarantee day of
Ltd. expiration of
the execution
term of all
guaranteed
liabilities
Two years
since the day
of expiration
Nanjing CM
of the
Ruisheng January 27, Successive
March 5, 2014 58,000.00 execution No Yes
Property Co., 2014 57,900.00 guarantee
term of
Ltd.
liabilities
under the loan
contract
Plus another
two years
after from the
Guangzhou effective day
Successive
CM Property June 25, 2014 April 23, 2014 of the No Yes
40,000.00 39,600.00 guarantee
Co., Ltd. guarantee
contract to the
day of the
expiration of
31
the execution
term of loan,
advance and
other
liabilities
Plus another
two years
after from the
effective day
of the
Foshan CM
guarantee
Xincheng Successive
June 25, 2014 April 30, 2014 contract to the No Yes
Hi-Tech Co., 12,000.00 12,000.00 guarantee
day of
Ltd.
expiration of
each loan
under the
Credit
Agreement
Two years
Shenzhen Jinyu since the next
Rongtai day of
Successive
Investment June 25, 2014 June 27, 2014 expiration of No Yes
25,000.00 7,500.00 guarantee
Development loan term
Co., Ltd. under the loan
contract
Guarantees to subsidiary from the Company
Related Guaranteed
Actual date
announcement Actual for
Guarantee (Date of Guarantee Guarantee Completed
Name disclosure date guarantee associated
amount agreement type term or not
for guarantee amount party or
signing)
amount not
Thirty days
since the day
of expiration
Shenzhen
of the
China March 20, Successive
May 11, 2012 execution No Yes
Merchants Real 2013 30,000.00 24,990.00 guarantee
term of
Estate Co., Ltd.
liabilities
under the loan
contract
Shenzhen March 19, $ 3000 $ 3000 Successive Two years
June 11, 2013 No Yes
China 2012 (amounted (amounted to guarantee since the next
32
Merchants to RMB RMB 184.58 day of
Power Supply 184.58 million) expiration of
Co., Ltd. million) loan term
under the loan
contract
Two years
since the
signing day of
the loan
contract to the
Qingdao Haide
day of
Property March 18, Successive
April 29, 2014 expiration of No Yes
Development 2014 5,100.00 1,530.00 guarantee
the execution
Co., Ltd.
term of
liabilities by
the debtor
under the loan
contract
Two years
since the day
of expiration
Shenzhen CM of the
Successive
Construction July 1, 2014 60,000.00 June 5, 2014 execution No Yes
60,000.00 guarantee
Co., Ltd. term of
liabilities
agreed by the
main contract
Total guarantee of the Company was RMB 6,313.81 million.
The Company did not have illegal guarantee.
3. Other major contracts
In the report period, the Company has successively signed the loan contract with Bank of China, Agricultural
Bank of China, China Construction Bank, Bank of Communications, and China Merchants Bank and other
financial institutions; Up till the end of the report period, the total credit limit of the contracts amounted to RMB
60.2 billion.
4. Other major transactions
Not Applicable
33
X. Committed items of the Company or shareholders with over 5% of shares in the period or
as to the period arising in the previous period
Committed Commitme Commitment Commitmen Performanc
Commitment content
Item nt party time t term e
Stock
Premium assets including land will be injected to support
ownership December 9,
the development of the Company after the stock ownership
reform 2005 Two years
splitting reform.
commitment after the date
Shall not, directly or indirectly, engage in or develop any that any The
business or project the same or similar with those in the shareholder commitment
Shekou operation scope of the Company; nor develop, establish, does not is strictly
Other
Industrial develop, participate in, or assist with any enterprises to hold all the performed
commitment
Zone compete with the Company for Shekou Industrial Zone and shares of the within the
s to small
its related parties or on the behalf of any third parties; nor March 19, 2008 Company reporting
and
make use of the information obtained from the Company to, any more period
middle-sized
directly or indirectly, engage in or participate in any
shareholders
competitive activities with the Company, nor conduct any
other competitive actions that may cause damages to the
interests of the Company.
XI． Employment or dismissal of the accounting firm
The Semi-annual Financial Report of the Company is not audited.
On April 14, 2014, the Company has approved to employ the Shinewing Certified Public Accountants as the
external auditor of 2014 at the 2013 annual general meeting of shareholders.
XII. Condition of punishment and rectification
Not Applicable.
XIII. Explanations on the other major matters
Not Applicable.
34
Chapter 6. Changes in Share Capital and Particulars about the Shareholders
I. Change in Share Capital
Unit: shares
Before the change Increase / Decrease this time (+, -) After the change
New Share transfer of
Proportion Bon Proportion
Amount shares accumulation Others Subtotal Amount
(%) us (%)
issued fund
I. Shares with
conditional 891,504,855 51.91% 445,809,961 130,743 445,940,704 1,337,445,559 51.92%
subscription
1. State-owned shares
2. State-owned legal
693,419,317 40.38% 346,709,658 346,709,658 1,040,128,975 40.38%
person’s shares
3. Other domestic
shares
Including: domestic
non-state-owned legal
person’s shares
Domestic natural
person’s shares
4. Foreign shares 197,709,440 11.51% 98,854,720 98,854,720 296,564,160 11.51%
Including: Foreign
197,709,440 11.51% 98,854,720 98,854,720 296,564,160 11.51%
legal person’s shares
Foreign natural
person’s shares
5. Senior management’
376,098 0.02% 245,583 130,743 376,326 752,424 0.03%
s shares
II. Shares with
unconditional 825,795,648 48.09% 412,840,290 -130,743 412,709,547 1,238,505,195 48.08%
subscription
1. RMB common
684,248,848 39.85% 342,104,515 -54,818 342,049,697 1,026,298,545 39.84%
shares
2. Domestically listed
141,546,800 8.24% 70,735,775 -75,925 70,659,850 212,206,650 8.24%
foreign shares
3. Overseas listed
foreign shares
35
4. Others
III. Total shares 1,717,300,503 100% 858,650,251 858,650,251 2,575,950,754 100.00%
In the report period, the Company implements the 2013 annual bonus scheme. Furthermore, some senior management of the
Company resigned and some senior management added holding the shares of the Company through the secondary market, so that the
limited shares and unlimited shares of the Company are changed.
II. Information of Company shareholders and actual controller
Unit: shares
Total number of shareholders at the
70,477 (including 60,151 A share holders and 10,326 B share holders)
end of the report period
Shareholding of top 10 shareholders
Pledged or
Amount of
Class of luck-up
Share holding shares at Year-on-year Restricted Unrestricted
Name of shareholder shareholde shares
proportion the end of the Change shares shares
r Share Amo
report period
state unt
State-own
Shekou Industrial Zone ed legal 40.38% 1,040,128,975 346,709,658 1,040,128,975 No No No
person
Overseas
Full Space Investment legal 5.48% 141,216,075 47,072,025 141,216,075 No No No
person
Overseas
China Merchants Securities Hong
legal 2.91% 74,836,941 24,949,657 73,863,367 973,574 No No
Kong Co., Ltd.
person
Overseas
FOXTROT INTERNATIONAL
legal 1.61% 41,580,000 13,860,000 41,580,000 No No No
LIMITED
person
Overseas
ORIENTURE INVESTMENT LTD legal 1.55% 39,904,717 13,301,572 39,904,717 No No No
person
Domestic
Full Goal Tianbo Innovative none
Theme Equity Securities state-owne 1.17% 30,014,614 12,014,614 No 30,014,614 No No
Investment Fund d legal
person
Overseas
GOLDEN CHINA MASTER FUND 0.77% 19,808,497 6,935,306 No 19,808,497 No No
Institution
National Social Insurance Fund Domestic 0.73% 18,819,317 15,519,623 No 18,819,317 No No
36
102 Combination none
state-owne
d legal
person
Domestic
China Pacific Life Insurance Co., none
Ltd.-Traditional- General state-owne 0.69% 17,776,370 12,409,697 No 17,776,370 No No
Insurance Product d legal
person
Domestic
New China Life Insurance Co., none
Ltd - Dividends - Personal state-owne 0.69% 17,775,000 3,909,408 No 17,775,000 No No
Dividends - 018 L- FH002 Shen d legal
person
Top 10 holders of unrestricted shares
Name of shareholder Unrestricted shares at the end of report Class of Share
Full Goal Tianbo Innovative Theme Equity
30,014,614 A share
Securities Investment Fund
GOLDEN CHINA MASTER FUND 19,808,497 B share
National Social Insurance Fund 102
18,819,317 A share
Combination
China Pacific Life Insurance Co., Ltd. 17,776,370 A share
New China Life Insurance Co., Ltd. 17,775,000 A share
GF Small-capitalization Growth Equity
16,452,124 A share
Securities Investment Fund
VALUE PARTNERS CLASSIC FUND 14,691,105 B share
Huaxin Trust Co., Ltd. 14,651,478 A share
Dacheng Innovation Grow Hybrid Securities
12,894,156 A share
Investment Funds (LOF)
Yinhua Shenzhen 100 Index Securities
12,358,040 A share
Investment Fund
In the report period, the Company takes general capital 1,717,300,503 shares at the end of year as the base, and for each 10 shares, the
capital reserve is transferred into 5 common shares. Shekou Industrial Zone and its subsidiary companies Full Space Investment, Top
Chief International, FOXTROT INTERNATIONAL LIMITED and ORIENTURE INVESTMENT LTD are persons acting in concert. The
shares held by China Merchants Securities Hong Kong Co., Ltd., 49,242,245 shares were bought in by Top Chief in the previous year through
entrustment. After accumulation fund turning to increase subscribed capital is implemented, Top Chief International holds the shares of
73,863,367.
37
III Introduction to the Controlling Shareholder and Changes of Substantial Controller
In this report period, the controlling shareholder and the substantial controller have no change.
The following chart shows the equity and the control relationship between the Company and the Actual
Controller:
State-owned Assets Supervision and Administration Commission
Supervision and Administration Commission of the State Council
100%
China Merchants Group Co., Ltd.
100%
40.38% China Merchants Shekou Industrial Zone Co., Ltd.
100%
2.87%
Top Chief Co., Ltd.
100%
Orienture Holdings Co. Ltd
5.48% 100%
China Merchants Property Full Space Investment Limited
Development Co., Ltd.
1.61% 100%
Foxtrot International Limited
1.55% 100%
Orienture
Investment
Limited
38
招商局地产控股股份有限公司 2014 年半年度报告全文
Chapter 7. Particulars about Directors, Supervisors and Senior
Executives
I. Change of the shareholding of Directors, Supervisors and Senior Executives
Name Position Positi Sex Age Start End date Shareholding at the Shareholding at the Shares held at the end of
on date beginning of current period (shares) year(shares)
state year(shares)
A share B share A share B share A share B share
Sun
Chengmi Chairman On-the M 55 2014.04 2014.12
-job
ng
Fu Deputy On-the
M 47 2014.04 2014.12
Gangfeng Chairman -job
Yang Deputy On-the
M 54 2011.12 2014.12
Tianping Chairman -job
He Jianya Managing On-the M
48 2011.12 2014.12 112,170 75,136 187,306
Director -job
Hu Yong Director On-the M
47 2011.12 2014.12
-job
Wu Director On-the F
Zhenqin and Chief -job
55 2013.11 2014.12 7,500 7,500
Financial
Officer
Chen Gang Director On-the M
55 2013.11 2014.12
-job
Chai Independe On-the M
52 2011.12 2014.12
Qiang nt Director -job
Liu Independe On-the
nt Director -job
M 51 2011.12 2014.12
Hongyu
Lu Independe On-the
nt Director -job
M 53 2011.12 2014.12
Weixiong
Zhang Wei Independe On-the
M 43 2011.12 2014.12
nt Director -job
Hua Li Chairman On-the
of the -job
Supervisor M 43 2013.11 2014.12
y
Committee
Liu Supervisor On-the
M 54 2013.11 2014.12
Qingliang -job
Huang Supervisor On-the
M 49 2011.12 2014.12
Junlong -job
Chen Yan Employee On-the
F 36 2011.12 2014.12
Supervisor -job
Chen Qing Employee On-the
F 31 2011.12 2014.12
Supervisor -job
Liu Wei Deputy On-the M
General -job 50 2013.07 2014.12 9,900 9,900
Manager
Yang Deputy On-the M 51 2011.12 2014.12 56,295 33,000 43,897 16,500 100,192 49,500
39
招商局地产控股股份有限公司 2014 年半年度报告全文
Zhiguang General -job
Manager
Hu Jianxin Chief On-the M
Green -job
Low-carbo
55 2014.02 2014.12 15,400 23,200 38,600
n Officer
& Chief
Engineer
Zhu Deputy On-the M
Wenkai General -job 46 2011.12 2014.12 17,000 24,500 41,500
Manager
Meng Cai Deputy On-the M
General -job 56 2011.12 2014.12 61,882 46,641 108,523
Manager
Zhang Lin Deputy On-the M
General -job 51 2011.12 2014.12 2,200 10,900 16,100 6,350 18,300 17,250
Manager
Wang Chief On-the M
51 2011.12 2014.12 10,000 20,000 30,000
Zhengde economist -job
He Fei Deputy On-the M
General -job 42 2014.02 2014.12 2,000 1,000 3,000
Manager
Wang Xi Deputy On-the M
General -job 43 2014.02 2014.12
Manager
Liu Ning Secretary On-the F
of the -job 45 2011.12 2014.12 13,500 6,751 20,251
Board
Leavin
Lin Former
g M 53 2011.12 2014.04 59,670 100,500 44,835 50,250 104,505 150,750
Shaobin Chairman
office
Leavin
Wang Former M
g 51 2011.12 2014.04
Hong Director
office
Former
Leavin
Deputy
Wang Li g M 58 2011.12 2014.02 44,087 42,043 86,130
General
office
Manager
Total 370,704 167,900 327,252 107,351 697,956 275,251
In the report period, some of the Senior Executives of the Company increase the company stock by secondary market.
Furthermore, the Company implements accumulation fund turning to increase subscribed capital in the report period,
so that the shares of the Senior Executives are correspondingly changed.
II. Change of Directors, Supervisors and Senior Executives
On February 24, 2014, the first temporary meeting in 2014 of the 7th Board of Directors
approved that Hu Jianxin is appointed to Green Low-carbon Officer and Chief Engineer of the
Company, and He Fei and Wang Xi are appointed to Deputy General Manager of the Company.
On April 14, 2014, Sun Chengming and Fu Gangfeng were elected as Directors of the 7th
Board of Directors in 2013 annual general meeting of shareholders of the Company; Sun Chengming
was elected as Chairman of the Company and Fu Gangfeng was elected as Deputy Chairman of the
Company in the 12th meeting of the 7th Board of Directors.
40
招商局地产控股股份有限公司 2014 年半年度报告全文
Due to work change, Lin Shaobin resigned from the positions of Director and Chairman of the
7th Board of Directors of the Company; Wang Hong resigned from the position of Director of the
7th Board of Directors of the Company; Hu Jianxin resigned from the position of Deputy General
Manager of the Company.
Due to age reason, Wang Li resigned from the position of Deputy General Manager of the
Company and holds the post of Senior Consultant of the Company at present.
Section VIII Financial Reports
The Semi-Annual Financial Report of the Company has not been audited.
The unit in the notes of the Financial Statements is RMB Yuan
41
招商局地产控股股份有限公司 2014 年半年度报告全文
Financial Statements
Consolidated Balance Sheet
June 30, 2014
Compiling unit: China Merchants Property
Unit: RMB Yuan
Development Co., Ltd.
Amount at the
Amount at the end of
Items Notes beginning of the
the period
period
Current assets:
Monetary capital VI. 1 18,585,950,027.06 24,240,458,796.50
Transactional financial assets
Notes receivable VI. 2 7,680,171.60 4,000,000.00
Accounts receivable VI. 3 126,199,169.09 76,864,814.81
Accounts prepaid VI. 4 4,910,209,986.26 2,815,967,507.79
Interest receivable 110,667.39 100,000.00
Dividend receivable - -
Other receivables VI. 5 10,621,087,872.17 13,683,883,876.17
Inventories VI. 6 91,239,014,743.84 78,476,507,470.78
Non-current assets falling due in a year VI. 7 0.00 4,175,229.58
Other current assets VI. 8 4,058,670,833.37 3,550,197,939.60
Total of current assets 129,548,923,470.78 122,852,155,635.23
Non-current assets:
Financial assets available for sale -
Long-term receivables - -
Long-term equity investment VI. 9 1,778,740,853.66 1,653,194,214.56
Investment property VI. 10 5,597,749,991.30 5,661,844,333.88
Fixed assets VI. 11 1,940,036,373.45 2,038,420,991.55
Construction in progress VI. 12 106,849,800.03 104,895,578.36
Intangible assets VI. 13 534,797,564.08 542,448,651.42
Development expenditure
Goodwill VI. 14 159,560,861.23 159,560,861.23
Long-term deferred and prepaid expenses VI. 15 244,049,502.14 257,668,842.73
Deferred income tax assets VI. 16 1,043,294,549.39 770,257,880.69
Other non-current assets -
Total of non-current assets 11,405,079,495.28 11,188,291,354.42
Total of assets 140,954,002,966.06 134,040,446,989.65
The annotation is a component of the financial report, and the following responsible persons sign
this financial report：
Legal representative: Sun Chengming
Accounting supervisor: Wu Zhenqin
Manager of financial dept : Li Shifang
42
招商局地产控股股份有限公司 2014 年半年度报告全文
Consolidated Balance Sheet (Continued)
June 30, 2014
Compiling unit: China Merchants Property
Unit: RMB Yuan
Development Co., Ltd.
Amount at the end of Amount at the beginning
Items Notes
the period of the period
Current liabilities:
Short-term loans VI. 18 3,425,000,000.00 4,250,000,000.00
Notes payable VI. 19 35,295,656.09 27,267,637.07
Accounts payable VI. 20 13,416,765,194.17 12,010,832,454.50
Advances from customers VI. 21 39,791,073,409.80 37,517,671,641.79
Remuneration payable to the
VI. 22 161,224,767.47 385,894,712.53
employees
Taxes payable VI. 23 1,239,845,236.36 1,464,425,877.10
Interest payable VI. 24 136,828,081.81 152,361,058.07
Dividend payable VI. 25 816,955,117.64 120,927,194.29
Other payables VI. 26 9,379,109,531.87 9,014,047,482.53
Non-current liabilities falling due in a
VI. 27 9,332,132,762.45 6,331,007,932.13
year
Other current liabilities VI. 28 2,338,349,360.00 3,560,491,070.18
Total current liabilities 80,072,579,117.66 74,834,927,060.19
Non-current liabilities:
Long-term loans VI. 29 18,090,343,461.61 17,051,917,894.42
Bonds payable VI. 30 3,032,838,307.20 3,003,382,977.23
Long-term payables VI. 31 105,023,177.74 102,745,035.90
Accrued liabilities VI. 32 10,473,360.10
Deferred income tax liabilities VI. 16 93,864,160.28 108,596,697.05
Other non-current liabilities VI. 33 11,236,760.00 11,236,760.00
Total non-current liabilities 21,333,305,866.83 20,288,352,724.70
Total liabilities 101,405,884,984.49 95,123,279,784.89
Equity of the shareholders:
Capital stock VI. 34 2,575,950,754.00 1,717,300,503.00
Capital surplus VI. 35 7,613,842,349.28 8,447,048,826.56
Surplus reserve VI. 36 1,133,515,392.99 1,133,515,392.99
Retained earnings VI. 37 16,309,866,399.02 15,348,735,891.17
Foreign currency statement’s conversion
VI. 38 78,901,353.52 78,901,353.52
difference
Total equity belonging to the
27,712,076,248.81 26,725,501,967.24
shareholders of the parent company
Equity of the minority shareholders VI. 39 11,836,041,732.76 12,191,665,237.52
Total shareholders’ equity 39,548,117,981.57 38,917,167,204.76
Total of the liabilities and the
140,954,002,966.06 134,040,446,989.65
shareholders’ equity
43
招商局地产控股股份有限公司 2014 年半年度报告全文
Balance Sheet of the Parent Company
June 30, 2014
Compiling unit: China Merchants Property
Unit: RMB Yuan
Development Co., Ltd.
Amount at the
Amount at the end of
Items Notes beginning of the
the period
period
Current assets
Monetary capital 5,153,888,767.59 6,296,121,745.68
Payment in advance 193,000.00
Interest receivable 11,825,326.67 11,814,660.00
Dividend receivable 1,021,707,095.72 1,186,411,976.56
Other receivables XIII. 1 28,927,303,913.13 28,619,556,967.65
Other current assets 3,268,037.26 -
Total of current assets 35,117,993,140.37 36,114,098,349.89
Non-current assets:
Long-term equity investment XIII. 2 8,786,680,625.02 9,227,039,815.19
Fixed assets 1,255,576.27 1,548,967.06
Total of non-current assets 8,787,936,201.29 9,228,588,782.25
Total of assets 43,905,929,341.66 45,342,687,132.14
44
招商局地产控股股份有限公司 2014 年半年度报告全文
Balance Sheet of the Parent Company (Continued)
June 30, 2014
Compiling unit: China Merchants Property
Unit: RMB Yuan
Development Co., Ltd.
Amount at the
Note Amount at the end of
Items beginning of the
s the period
period
Current liabilities:
Short-term loans 3,425,000,000.00 2,250,000,000.00
Account payable 191,878,894.81 -
Employee remuneration payable 1,696,369.50 9,010,550.63
Tax payable 33,404,294.44 4,569,810.63
Interest payable 34,315,450.25 90,378,579.30
Dividend payable 332,909,851.16 -
Other payables 13,375,992,157.06 15,791,231,019.71
Other non-current liabilities falling due in one
3,042,298,120.00 2,404,241,120.00
year
Other current liabilities 357,710.82
Total of current liabilities 20,437,495,137.22 20,549,788,791.09
Non-current liabilities:
Long-term loan 7,185,897,640.00 7,633,824,285.00
Total of non-current liabilities 7,185,897,640.00 7,633,824,285.00
Total of liabilities 27,623,392,777.22 28,183,613,076.09
Shareholders’ equity:
Capital stock 2,575,950,754.00 1,717,300,503.00
Capital reserve 8,068,403,942.00 8,927,054,193.00
Surplus reserves 1,082,563,999.99 1,082,563,999.99
Undistributed profit 4,555,617,868.45 5,432,155,360.06
Total of shareholders’ equity 16,282,536,564.44 17,159,074,056.05
Total of liabilities and shareholders’ equity 43,905,929,341.66 45,342,687,132.14
45
招商局地产控股股份有限公司 2014 年半年度报告全文
Consolidated Income Statement
January-June 2014
Compiling unit: China Merchants Property
Unit: RMB Yuan
Development Co., Ltd.
Amount in the same
Items Notes Amount in this period period of the previous
year
I. Total operating income 16,047,155,730.99 16,133,568,321.26
In it: operating income VI. 40 16,047,155,730.99 16,133,568,321.26
II. Total operating cost 12,845,676,701.45 11,677,655,973.79
In it: operating cost VI. 40 10,391,068,273.47 8,692,511,279.89
Sales tax and addition VI. 41 1,614,019,700.29 2,579,430,723.77
Sales expense VI. 42 281,938,248.45 272,019,791.76
Management expense VI. 43 231,659,798.70 232,711,486.01
Financial expenses VI. 44 326,102,386.55 73,348,971.39
Asset impairment loss VI. 45 888,293.99 -172,366,279.03
Plus: Fair value change income (Fill in with “-” for the loss)
Investment income (Fill in with “-” for the loss) VI. 46 143,318,415.51 282,179,758.93
In it: Income from the investment on the associated
VI. 46 143,318,415.51 336,191,940.58
enterprises and cooperative enterprises
III. Operating profit (“-” for loss) 3,344,797,445.05 4,738,092,106.40
Plus: Non-operating income VI. 47 35,496,879.63 11,774,703.28
Less: Non- operating expenditures VI. 48 21,725,415.49 15,387,554.61
Incl. Loss from disposal of non-current assets 175,062.57 910,283.52
IV. Total profit (“-“ for total loss) 3,358,568,909.19 4,734,479,255.07
Less: Income tax expenses VI. 49 964,496,768.41 1,476,586,830.38
V. Net profit (Fill in with “-” for net loss) 2,394,072,140.78 3,257,892,424.69
Net profit belonging to the shareholders of the parent company 1,785,434,748.85 2,550,631,034.51
Profit and loss of minority shareholders 608,637,391.93 707,261,390.18
VI. EPS:
（I） Basic EPS VI. 50 0.69 0.99
（II） Diluted EPS VI. 50 0.69 0.99
VII. Other comprehensive income
VIII. Sum of the comprehensive income 2,394,072,140.78 3,257,892,424.69
Sum of comprehensive income belonging to the shareholders of
1,785,434,748.85 2,550,631,034.51
the parent company
Sum of comprehensive income belonging to the minority
608,637,391.93 707,261,390.18
shareholders
46
招商局地产控股股份有限公司 2014 年半年度报告全文
Income Statement of the Parent Company
January-June 2014
Compiling unit: China Merchants Property
Unit: RMB Yuan
Development Co., Ltd.
Amount in the same
Items Notes Amount in this period period of the previous
year
I. Operating income XIII. 3 500,000.00 11,080,000.00
Less: operating cost XIII. 3 1,057,252.16 1,016,316.92
Sales tax and addition 2,240,568.26 621,588.00
Sales expense -
Management expense 20,151,253.94 14,632,307.21
Financial expenses XIII. 4 83,121,614.09 198,192,218.64
Asset impairment loss -
Plus: fair value change income (Fill in with “-” for the loss) -
Investment income (Fill in with “-” for the loss) XIII. 5 53,839,437.84 -1,290,760.00
In it: income from the investment on the associated
-359,190.17 -1,290,760.00
enterprises and cooperative enterprises
II. Operating profit (Fill in with “-” for the loss) -52,231,250.61 -204,673,190.77
Plus: non-operating income -
Less: non-operating expenditure 2,000.00 9,163,879.51
In it: loss from the disposal of non-current assets -
III. Total profit (“-“ for total loss) -52,233,250.61 -213,837,070.28
Less: income tax expenses -
IV. Net profit (“-“ for net loss) -52,233,250.61 -213,837,070.28
V. EPS:
（I）Basic EPS
（II）Diluted EPS
VI. Other comprehensive income
VII. Sum of comprehensive income -52,233,250.61 -213,837,070.28
47
Consolidated Cash Flow Statement
January-June 2014
Compiling unit: China Merchants Property Unit: RMB
Development Co., Ltd. Yuan
Amount in the same
Amount in this
Items Notes period of the
period previous year
I. Cash flow generated in the operation activities:
Cash received for selling commodities and
18,355,477,590.23 18,624,153,525.45
providing labor
Tax return received 15,808,867.22
Other cash related to the operation activities
VI. 51 3,871,017,979.61 2,864,443,964.78
received
Subtotal of operation activity cash inflow 22,226,495,569.84 21,504,406,357.45
Cash paid for purchasing commodities and
20,625,105,111.33 10,622,047,633.80
accepting labor
Cash paid to the employees and for the
854,694,963.32 674,059,496.16
employees
All the taxes paid 5,455,155,348.46 4,126,788,176.01
Other cash related to the operation activities
VI. 51 2,623,864,543.85 7,357,016,282.05
paid
Subtotal of operation activity cash outflow 29,558,819,966.96 22,779,911,588.02
Net amount of the cash flow generated in the
-7,332,324,397.12 -1,275,505,230.57
operation activities
II. Cash flow generated in the investment activities
Cash received for recovering the investment 80,123.00
Cash received for getting the investment income 20,548,073.61 311,302,240.31
Net cash received from the disposal of fixed
46,854.00 65,240.00
assets, intangible assets and other long-term assets
Net cash received from disposing the subsidiary
companies and other operation units
Other cash related to the investment activities
received
Subtotal of the investment activity cash inflow 20,594,927.61 311,447,603.31
Cash paid for constructing the fixed assets,
27,602,326.34 27,118,359.78
intangible assets and other long-term assets
Cash paid for investment 58,671,105.19 23,898,000.00
Net amount of the cash paid for getting the
subsidiary companies and other operation units
Other cash related to the investment activities
VI. 51 561,222,801.84
paid
Subtotal of investment activity cash outflow 86,273,431.53 612,239,161.62
Net cash flow generated in the investment activities -65,678,503.92 -300,791,558.31
III. Cash flow generated by financing:
Cash received for absorbing the investment 52,690,666.19 116,206,306.58
In it: cash received by the subsidiary
companies absorbing the investment of the minority 52,690,666.19 116,206,306.58
shareholders
Cash received as borrowings 9,924,282,155.82 12,961,884,236.52
In it: net amount of the cash received for
issuing bonds
Other cash related to financing activities
48
received
Subtotal of financing activity cash inflow 9,976,972,822.01 13,078,090,543.10
Cash paid for repaying the debts 6,715,774,121.48 5,256,388,021.57
Cash paid for dividend,, profit or interst 1,522,713,038.14 1,064,263,544.64
In it: dividend and profit paid by the
232,862,000.00 1,659,103.20
subsidiary companies to the minority shareholders
Other cash paid for financing activities 922,920.00
Subtotal of financing activities cash outflow 8,239,410,079.62 6,320,651,566.21
Net cash flow generated by financing 1,737,562,742.39 6,757,438,976.89
IV. Influence of exchange rate alternation on cash
10,709,264.21 -17,869,715.20
and cash equivalents
V. Net increase amount of cash and cash equivalents -5,649,730,894.44 5,163,272,472.81
Plus: balance of the cash and cash equivalents at the
VI. 51 24,235,680,921.50 18,218,506,517.70
beginning of the period
VI. Balance of cash and cash equivalents at the end
VI. 51 18,585,950,027.06 23,381,778,990.51
of the period
Cash Flow Statement of the Parent Company
January-June 2014
Compiling unit: China Merchants Property
Unit: RMB Yuan
Development Co., Ltd.
Amount in the same
Amount in this
Items Notes period of the previous
period year
I. Cash flow generated in the operation activities:
Cash received for selling commodities and providing
500,000.00 11,080,000.00
labor
Tax return received -
Other cash related to the operation activities received 5,154,554,447.21 6,592,768,196.65
Subtotal of operation activity cash inflow 5,155,054,447.21 6,603,848,196.65
Cash paid for purchasing commodities and accepting
-
labor
Cash paid to the employees and for the employees 36,214,887.14 9,943,104.23
All the taxes paid 4,271,957.18 11,310,020.65
Other cash related to the operation activities paid 7,456,488,650.15 7,223,132,053.83
Subtotal of operation activity cash outflow 7,496,975,494.47 7,244,385,178.71
Net amount of the cash flow generated in the
-2,341,921,047.26 -640,536,982.06
operation activities
II. Cash flow generated in the investment activities
Cash received for recovering the investment -
Cash received for getting the investment income 216,213,570.06 2,410,780,300.87
Net cash received from the disposal of fixed assets,
-
intangible assets and other long-term assets
Net cash received from disposing the subsidiary
companies and other operation units
Other cash related to the investment activities
-
received
Subtotal of the investment activity cash inflow 216,213,570.06 2,410,780,300.87
Cash paid for constructing the fixed assets,
20,880.00 1,344,750.00
intangible assets and other long-term assets
Cash paid for investment 88,671,105.19 2,754,541,275.00
49
Net amount of the cash paid for getting the
-
subsidiary companies and other operation units
Other cash paid for financing activities -
Subtotal of investment activity cash outflow 88,691,985.19 2,755,886,025.00
Net cash flow generated in the investment
127,521,584.87 -345,105,724.13
activities
III. Cash flow generated by financing:
Cash received for absorbing the investment -
Cash received as borrowings 4,917,261,400.00 5,452,029,750.00
Other cash related to the financing activities received -
Subtotal of financing activity cash inflow 4,917,261,400.00 5,452,029,750.00
Cash paid for repaying the debts 3,158,976,000.00 2,616,571,500.00
Cash paid for dividend,, profit or interst 674,974,230.45 730,221,765.98
Other cash related to financing activities paid -
Subtotal of financing activities cash outflow 3,833,950,230.45 3,346,793,265.98
Net amount of the cash flow generated by
1,083,311,169.55 2,105,236,484.02
financing
IV. Influence of exchange rate alternation on cash and
-11,144,685.25 -308,166.21
cash equivalents
V. Net increase amount of cash and cash equivalents -1,142,232,978.09 1,119,285,611.62
Plus: balance of the cash and cash equivalents at the
XIII. 6 6,296,121,745.68 5,277,807,877.29
beginning of the period
VI. Balance of cash and cash equivalents at the end of
XIII. 6 5,153,888,767.59 6,397,093,488.91
the period
50
Consolidated Statement of Changes in Stockholders' Equity Accounts
Compiling unit: China Merchants Property Development Co., Ltd. Unit: RMB Yuan
January-June 2014
Equity belonging to the shareholders of the parent company
Item Equity of the Total of
Less: Surplus Undistributed minority shareholders’
Capital stock Capital reserve treasury Others shareholders equity
reserves profit
stock
I. Balance at the end of the period of the 1,717,300,503.00 8,447,048,826.56 - 1,133,515,392.99 15,348,735,891.17 78,901,353.52 12,191,665,237.52 38,917,167,204.76
previous year
Plus: changes of accounting policies -
Error correction in the early stage -
Others -
II. Balance at the beginning of this period 1,717,300,503.00 8,447,048,826.56 - 1,133,515,392.99 15,348,735,891.17 78,901,353.52 12,191,665,237.52 38,917,167,204.76
III. Increase and decrease amount in this
858,650,251.00 -833,206,477.28 - 961,130,507.85 -355,623,504.76 630,950,776.81
period (Fill in with “-“ for the decrease)
（I）Net profit 1,785,434,748.85 608,637,391.93 2,394,072,140.78
（II）Other comprehensive income
Subtotal of the above-mentioned (I) and (II) - - - - 1,785,434,748.85 608,637,391.93 2,394,072,140.78
（III）Capital input and reduced by the
- 25,443,773.72 - - - 27,246,892.46 52,690,666.18
shareholders
1. Capital input by the shareholders 52,690,666.18 52,690,666.18
2. Amount paid by the shareholders and
-
counted into the shareholders’ equity
3. Others 25,443,773.72 -25,443,773.72
（IV）Profit distribution - - - -824,304,241.00 - -991,507,789.15 -1,815,812,030.15
1. Drawn surplus reserves -
2. Drawn generic risk reserve -
3. Distributed to the shareholders -824,304,241.00 -991,507,789.15 -1,815,812,030.15
4. Others -
51
（V）Internal carry-over of the shareholders’
858,650,251.00- -858,650,251.00 - - - - - -
equity
1. Capital reserve transferred into the
858,650,251.00 -858,650,251.00 -
capital stock
2. Surplus reserves transferred into the
-
capital stock
3. Surplus reserves making up for the
-
losses
4. Others -
（VI）Special reserve - - - - - - - -
1. Drawn in this period -
2. Used in this period -
（VII）Others
IV. Balance at the end of this period 2,575,950,754.00 7,613,842,349.28 - 1,133,515,392.99 16,309,866,399.02 78,901,353.52 11,836,041,732.76 39,548,117,981.57
Consolidated Statement of Changes in Stockholders' Equity Accounts (Continued)
Compiling unit: China Merchants Property Development Co., Ltd. Unit: RMB Yuan
11,836,041,732.76
Amount in the previous year
Equity belonging to the shareholders of the parent company Equity of the
Item Total of the
Less: treasury minority
Capital stock Capital reserve Surplus reserves Undistributed profit Others shareholders’ equity
stock shareholders
I. Balance at the end of the period of the
1,717,300,503.00 8,386,926,298.12 - 1,027,780,997.90 12,173,100,556.73 88,407,178.38 6,045,763,466.00 29,439,279,000.13
previous year
Plus: changes of the accounting policies -
Error correction in the early stage -
Others -
II. Balance at the beginning of the period of this 1,717,300,503.00 8,386,926,298.12 - 1,027,780,997.90 12,173,100,556.73 88,407,178.38 6,045,763,466.00 29,439,279,000.13
year
III. Increase and decrease amount in this
- 60,122,528.44 - 105,734,395.09 3,175,635,334.44 -9,505,824.86 6,145,901,771.52 9,477,888,204.63
year(Fill in with “-“ for the decrease)
52
（I） Net profit 4,202,152,074.18 1,306,162,091.88 5,508,314,166.06
（II）Other comprehensive income -9,505,824.86 9,239,670.53 -266,154.33
Subtotal of the above-mentioned (I) and (II) - - - - 4,202,152,074.18 -9,505,824.86 1,315,401,762.41 5,508,048,011.73
（III）Capital input and reduced by the - 60,122,528.44 - - -405,592,193.75 - 5,541,001,830.59 5,195,532,165.28
shareholders
1. Capital input by the shareholders 5,161,250,375.40 5,161,250,375.40
2. Amount paid by the shareholders and -
counted into the shareholders’ equity
3. Others 60,122,528.44 -405,592,193.75 379,751,455.19 34,281,789.88
（IV）Profit distribution - - - 105,734,395.09 -620,924,545.99 - -260,618,848.32 -775,808,999.22
1. Drawn surplus reserves 105,734,395.09 -105,734,395.09 -
2. Drawn generic risk reserve -
3. Distributed to the shareholders -515,190,150.90 -260,618,848.32 -775,808,999.22
4. Others -
（V）Internal carry-over of the shareholders’ - - - - - - - -
equity1. Capital reserve transferred into the capital -
stock2. Surplus reserves transferred into the capital -
stock3. Surplus reserves making up for the losses -
4. Others -
（VI）Special reserve - - - - - - - -
1. Drawn in this year -
2. Used in this year -
（VII）Others -449,882,973.16 -449,882,973.16
IV. Balance at the end of the period of this year 1,717,300,503.00 8,447,048,826.56 - 1,133,515,392.99 15,348,735,891.17 78,901,353.52 12,191,665,237.52 38,917,167,204.76
Statement of Changes in Stockholders' Equity Accounts of the Parent Company
Compiling unit: China Merchants Property Development Co., Ltd. Unit: RMB Yuan
January-June 2014
Item
Capital stock Capital reserve Less: treasury Surplus reserves Generic risk reserve Undistributed profit Total of the
I. Balance at the end of the period of the previous year 1,717,300,503.00 8,927,054,193.00 stock - 1,082,563,999.99 - 5,432,155,360.06 shareholders’ equity
17,159,074,056.05
Plus: changes of the accounting policies -
Error correction in the early stage -
Others -
II. Balance at the beginning of this period 1,717,300,503.00 8,927,054,193.00 - 1,082,563,999.99 - 5,432,155,360.06 17,159,074,056.05
III. Increase and decrease amount in this period (Fill in 858,650,251.00 -858,650,251.00 - - -876,537,491.61 -876,537,491.61
with “-“ for the decrease)
53
（I）Net profit -52,233,250.61 -52,233,250.61
（II）Other comprehensive income
Subtotal of the above-mentioned (I) and (II) - - - - - -52,233,250.61 -52,233,250.61
（III）Capital input and reduced by the shareholders - - - - - - -
1. Capital input by the shareholders -
2. Amount paid by the shareholders and counted into -
the shareholders’ equity
3. Others -
（IV）Profit distribution - - - - -824,304,241.00 -824,304,241.00
1. Drawn surplus reserves
2. Drawn generic risk reserve
3. Distributed to the shareholders -824,304,241.00 -824,304,241.00
4. Others
（V）Internal carry-over of the shareholders’ equity 858,650,251.00 -858,650,251.00 - - - - -
1. Capital reserve transferred into the capital stock 858,650,251.00 -858,650,251.00 -
2. Surplus reserves transferred into the capital stock -
3. Surplus reserves making up for the losses -
4. Others -
（VI）Special reserve - - - - - - -
1. Drawn in this period -
2. Used in this period -
（VII）Others -
IV. Balance at the end of this period 2,575,950,754.00 8,068,403,942.00 - 1,082,563,999.99 - 4,555,617,868.45 16,282,536,564.44
Statement of Changes in Stockholders' Equity Accounts of the Parent Company (Continued)
Compiling unit: China Merchants Property Development Co., Ltd. Unit: RMB Yuan
Amountin thepreviousyear
Item Totaloftheshareholders’
Capital stock Capitalreserve Less: treasurystock Surplusreserves Genericrisk reserve Undistributed profit
equity
I. Balance at the end of the period of the
1,717,300,503.00 8,927,054,193.00 - 976,829,604.90 - 4,995,735,955.13 16,616,920,256.03
previous year
Plus:changesoftheaccountingpolicies -
Error correction in the early
-
stage
54
Others -
II. Balance at the beginning of the period
1,717,300,503.00 8,927,054,193.00 - 976,829,604.90 - 4,995,735,955.13 16,616,920,256.03
in thisyear
III. Increase and decrease amount
in this year(Fill in with “-“ for the - - - 105,734,395.09 - 436,419,404.93 542,153,800.02
decrease)
（I） Netprofit 1,057,343,950.92 1,057,343,950.92
（II）Othercomprehensiveincome -
Subtotal of the above-mentioned (I) and
- - - - - 1,057,343,950.92 1,057,343,950.92
(II)
（III）Capital input and reduced by
- - - - - - -
the shareholders
1. Capital input by the shareholders -
2. Amount paid by the
shareholders and counted into the -
shareholders’ equity
3.Others -
（IV）Profitdistribution - - - 105,734,395.09 - -620,924,545.99 -515,190,150.90
1. Drawn surplus reserves 105,734,395.09 -105,734,395.09 -
2. Drawn generic risk reserve -
3. Distributed to the shareholders -515,190,150.90 -515,190,150.90
4.Others -
（V）Internal carry-over of the
- - - - - - -
shareholders’ equity
1. Capital reserve transferred into
-
the capital stock
2. Surplus reserves transferred into
-
the capital stock
3. Surplus reserves making up for
-
the losses
4.Others -
IV. Balance at the end of the period of
1,717,300,503.00 8,927,054,193.00 - 1,082,563,999.99 - 5,432,155,360.06 17,159,074,056.05
thisyear
55
56
I. Basic condition of the Company
China Merchants Property Development Co., Ltd. (the “Company”, or the “Group” when refers to the
Company together with its subsidiaries), originally China Merchants Shekou Shareholding Co., Ltd., is a
sino-foreign joint venture Co., Ltd. established by China Merchants Shekou Industrial Zone Co., Ltd. on the
foundation of former Shekou China Merchants Port Service Co., Ltd., and it was established in Shenzhen,
China in September 1990.
In February 1993, after the approval of Shen Fu Ban Fu (1993) No.358 document of Shenzhen People’s
Government, the Company publicly issued 27,000,000 A shares to domestic investors in the mode of
incorporation by stock floatation, and publicly issued 50,000,000 B shares to foreign investors, which
increased the Company’s capital shares up to 210,000,000. The A shares and B shares issued by the
Company were listed in Shenzhen Stock Exchange, China in June 1993.
In July 1995, some B shares of the Company were listed in Singapore Stock Exchange in the form of
SDR (Singapore Depository Receipts).
In June 2004, the name of the Company was changed to “China Merchants Property Development Co.,
Ltd.”. After the previous dividend distribution and rights issues implemented from 1994 to 2004, up till
December 31, 2004, the total number of shares of the Company had increased to 618,822,672.
On January 18, 2006, the related Shareholders’ Meeting of the Company examined and approved the A
Share equity division Reform Scheme, i.e. for each 10 A tradable shares held by the holders of the tradable A
shares of the Company, the holders of the tradable A shares got 2 A shares paid by the holders of the
non-tradable shares and consideration of RMB 3.14 Yuan. After the Equity Division Reform Scheme was
implemented, the total number of shares of the Company remained unchanged.
After the approval of Zheng Jian Fa Zi [2006] No.67 document of China Securities Regulatory
Commission, the Company publicly issued 15,100,000 convertible company bonds adopting the mode of
full-amount priority placement to the original A share holders and the original A share holders giving up
some priced issuance to the institutional investors offline on August 30, 2006, and the face value of each
convertible company bond is RMB 100 Yuan. This part of convertible company bonds were listed and traded
in Shenzhen Stock Exchange since September 11, 2006, which was called “China Merchants convertible
bonds” in brief, and the share transfer day is March 1, 2007.
On May 25, 2007, China Merchants convertible bonds stopped transaction and share transfer, and all the
China Merchants convertible bonds not converted yet were redeemed by the Company. Up till then,
altogether 15,093,841 convertible bonds of the Company (the face value of the bond was RMB
57
1,509,384,100 Yuan) were applied for share transfer, and altogether 115,307,691 shares increased by
transferring. The remaining 6,159 convertible bonds (the face value of the bond was RMB 615,900 Yuan)
were redeemed by the Company. Up till then, the number of shares of the Company increased to
734,130,363.
After the approval of Zheng Jian Fa Xing Zi [2007] No.299 document of China Securities Regulatory
Commission, the Company non-publicly issued 110,736,639 shares to the shareholder of the Company China
Merchants Shekou Industrial Zone Co., Ltd. on September 19, 2007. After this issuance, the total number of
shares of the Company increased to 844,867,002.
On March 17, 2008, the Shareholders’ Meeting 2007 of the Company approved the Profit Distribution
and Capital Reserve Transferred to Paid-in Capital Scheme 2007, with total 844,867,002 shares on December
31, 2007 as the base number, gave 3 bonus shares for each 10 shares, and at the same time, for each 10
shares, transferred 2 shares with capital reserve. After giving shares and the transfer, the total number of
shares of the Company increased to 1,267,300,503.
After the approval of Zheng Jian Xu Ke [2008] No.989 document of China Securities Regulatory
Commission, the Company publicly issued 450,000,000 shares to the original A share holders on November
26, 2008. Among them, the shareholder of the Company China Merchants Shekou Industrial Zone Co., Ltd.
subscribed 279,349,288 shares. After this issuance, the total number of shares of the Company increased to
1,717,300,503.
On April 14, 2014, the Shareholders’ Meeting 2013 of the Company approved the Profit Distribution
and Capital Reserve Transferred to Paid-in Capital Scheme 2013, with the total equity of 1,717,300,503
shares at the end of 2013 as the base number, for each 10 shares, transferred 5 common shares with capital
reserve. Altogether 858,650,251 shares were transferred, and after the transfer, the total equity increased to
2,575,950,754 shares.
Up till June 30, 2014, the total equity of the Company was 2,575,950,754 shares. Among them,
1,337,445,559 shares are under restriction for sale, accounting for 51.92% of the total equity, and
1,238,505,195 non-restricted shares, accounting for 48.08% of the total equity.
The Company is in the property development industry, and the Group mainly engages in property
development and operation, public utility (power supply) and property management.
The shareholder of the Company is China Merchants Shekou Industrial Zone Co., Ltd., and the final
controller is China Merchants Group Co., Ltd. The Shareholders’ Meeting is the top authority of the
Company, which legally exercises the resolution power for the major matters of the Company such as
operation guideline, financing, investment and profit distribution etc. The Board of Directors is responsible
58
for the Shareholders’ Meeting, and legally exercises the operation decision-making power of the Company.
The manager level is responsible for implementing the resolutions of the Shareholders’ Meeting and the
Board of Directors, and hosts the production operation management work of the enterprise.
II. Main Accounting Policies, Estimations and Basis Preparation of the Consolidated Financial
Statements
1. Foundation of compiling the financial statements
The financial statements of the Group are compiled with the continuous operation as the foundation, in
accordance with the actually taking place transactions and matters, pursuant to the Accounting Standards for
Business Enterprises released by the Ministry of Finance and the related provisions, and based on the accounting
policies and accounting estimations stated by this Annotation “Method of Compiling the Major Accounting
Policies, Accounting Estimations and Consolidated Financial Statements”.
2. Statement of compliance to the Enterprise Accouting Standard
The financial statements compiled by the Group meet the requirements of the Accounting Standards for
Business Enterprises, it truly and completely reflects the related information of the Group such as the financial
condition, operation achievements and cash flow etc.
3. Accounting period
The accounting period of the Group is January 1 to December 31 Gregorian calendar.
4. Recording currency
The recording currency of the Group is RMB.
5. Accrual basis and pricing principle
The financial accounting of the Group has accrual system as the accrual basis, and except the transactional
financial assets and financial assets available for sale etc. are measured with fair value, the historic cost is used as
the pricing principle.
6. Enterprise merger
Enterprise merger refers to the transaction or matter of merging two or over two single enterprises into
one reporting entity. The Group confirms the assets and liabilities obtained due to enterprise merger on the
merger day or the purchase day, and the merger day or purchase day is the day when actually obtaining the
control power over the merged party or the purchased party.
59
For the enterprise merger under the same control, the assets and liabilities obtained by the merging
party in the enterprise merger are measured by the book value at the merged party on the merger day. For the
difference between the net assets book value obtained and the merger consideration book value paid, adjust
the capital reserve. If the capital reserve is not sufficient to offset, adjust the retained income.
For the enterprise merger under the non-same control, the merger cost is the fair value of the assets paid
by the Group on the purchase day in order to get the control power over the purchased party, taking place or
born liabilities and the issued equity securities. The difference between the merger cost and the fair value
share of the identifiable net assets of the purchased party obtained in the merger (the former is bigger than
the latter) is confirmed as goodwill. The difference between the merger cost and the fair value share of the
identifiable net assets of the purchased party obtained in the merger (the former is smaller than the latter) is
counted into the current profit and loss after review and confirmation.
7. Method of compiling the consolidated financial statements
（1） Principle of determining the consolidation scope
The Group brings the subsidiary companies owning the actual control power and the special purpose
entity into the scope of consolidated financial statements.
（2） Accounting method adopted by the consolidated financial statements
The consolidated financial statements of the Group are compiled according to the Accounting
Standards for Business Enterprises No.33－Consolidated Financial Statements and the related provisions,
and during the consolidation, all the major internal transactions and correspondences within the
consolidation scope have been offset. The part not owned by the parent company in the shareholders’ equity
of the subsidiary companies is singly listed under the shareholders’ equity item in the consolidated financial
statements as the minority shareholders’ equity.
The accounting policy or accounting period adopted by the subsidiary companies and that adopted by
the Company are inconsistent. When compiling the consolidated financial statements, conduct necessary
adjustment on the financial statements of the subsidiary companies according to the accounting policy or
accounting period of the Company.
For the subsidiary companies obtained through enterprise merger under the non-same control, when
compiling the consolidated financial statements, the individual financial statements are adjusted with the fair
value of the identifiable net assets on the purchase day as the foundation. For the subsidiary companies
obtained through enterprise merger under the same control, it is regarded as the enterprise already existed at
the beginning of the year of the merger, and its assets, liabilities, operation achievement and cash flow are
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brought into the consolidated financial statements by their original book value from the beginning of the year
of the merger.
8. Cash and cash equivalents
The cash in the cash flow statement of the Group refers to the cash on hand and the deposit that can be
used for payment at any time. The cash equivalents in the cash flow statement refer to the investment that has
a holding period not exceeding three months, has strong liquidity, is easy to be exchanged to the cash of the
known amount and has very small value change risk.
9. Foreign currency business
The foreign currency transaction is the conversion adopting the exchange rate similar to the spot
exchange rate on the transaction taking place day during initial recognition, and the exchange rate similar to
the spot exchange rate on the transaction taking place day is calculated and determined by the spot exchange
rate at the beginning of the transaction taking place month.
On the balance sheet day, the foreign currency monetary items are converted into RMB adopting the
spot exchange rate of the balance sheet day. The balance of exchange generated from the difference between
the spot exchange rate of the day and the spot exchange rate during the initial recognition or of the previous
balance sheet day is counted into the current profit and loss except: the balance of exchange of the foreign
currency special loan meeting the capitalization conditions is capitalized and counted into the cost of the
related assets during the capitalization; (2) In order to avoid the foreign exchange risks, the balance of
exchange of the hedging tool for hedging is processed according to the hedging accounting method. (3) The
balance of exchange generated from the foreign currency nonmonetary items available for sale (such as stock)
and the balance of exchange generated from the other book balance excluding the amortized cost of the
monetary items available for sale are confirmed as other comprehensive income and counted into the capital
reserve.
The foreign currency nonmonetary items measured with historic cost are still measured with the
recording currency amount converted with the spot exchange rate of the transaction taking place day. The
foreign currency nonmonetary items measured with fair value are converted adopting the spot exchange rate
of the fair value determination day. The difference between the recording currency amount after the
conversion and the original recording currency amount is processed as fair value change (including the
exchange rate change) and counted into the current profit and loss or confirmed as other comprehensive
income and counted into the capital reserve.
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10. Financial assets and financial liabilities
（1） Financial assets
1） Classification of financial assets
According to the investment purpose and the economic nature, the Group classifies the financial assets
owned into four categories: financial assets measured with fair value and the changes of which are counted
into the current profit and loss, held-to-maturity investment, loan and receivables, and financial assets
available for sale.
The financial assets measured with fair value and the changes of which are counted into the current
profit and loss refer to the financial assets of which the main purpose is sale in a short period of time, which
are listed as transactional financial assets in the balance sheet.
Held-to-maturity investment refers to the non-derivative financial assets with fixed due date, fixed or
fixable recovery amount and for which the management has the clear intention and ability to hold till
maturity.
Loan and receivables refer to the non-derivative financial assets that have no quote in the active market
and have fixed or fixable recovery amount, including notes receivable, accounts receivable, interest
receivable, dividend receivable and other receivables etc.
The financial assets available for sale include the non-derivative financial assets and the financial assets
not divided into the other categories that are appointed as available for sale during the initial recognition.
2） Confirmation and measurement of financial assets
The financial assets are confirmed in the balance sheet by the fair value when the Group becomes a
party of the financial tool contract. The related transactional expenses of the financial assets measured by the
fair value and with their changes counted into the current profit and loss taking place when getting them are
counted into the current profit and loss, and the related transactional expenses of the other financial assets are
counted into the initial recognition amount.
The financial assets measured by their fair value and with their changes counted into the current profit
and loss and the financial assets available for sale are subsequently measured. The effective interest method
is adopted for the loan and receivables and held-to-maturity investment, and they are listed by amortized
cost.
The fair value changes of the financial assets measured by fair value and with their changes counted
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into the current profit and loss are counted into the fair value flexible loss and profit. The interests or cash
dividends got during the assets holding period are confirmed as investment income. When handling, the
difference between the fair value and the initial account-entering amount is confirmed as investment profit
and loss, and at the same time, the fair value flexible loss and profit is adjusted.
Except the impairment loss and the profit or loss on exchange formed by the foreign currency monetary
financial assets, the fair value changes of the financial assets available for sale are directly counted into the
shareholders’ equity. When the confirmation is terminated for the financial assets, the accumulative amount
of the fair value changes originally directly counted into the equity is transferred into the current profit and
loss. The interest calculated by the effective interest method during the holding period of the
available-for-sale liability tool investment, as well as the cash dividend announced to be distributed by the
invested unit and related to the available-for-sale equity tool investment are counted into the current profit
and loss as the investment income.
3） Impairment of the financial assets
Except the financial assets measured by the fair value and with their changes counted into the current
profit and loss, the Group examines the book value of the other financial assets on the balance sheet day. If
there are objective evidences showing that certain financial assets have impairment, count and draw the
provision for impairment.
The objective evidences for the impairment of the financial assets include the following matters that can be
observed:
① The issuer or the debtor has serious financial difficulties.
② The debtor violates the contract articles, such as breach of contract or being overdue etc. for repaying
the interest or the principal.
③ The Group makes concession for the debtor with financial difficulties with the consideration of the
economic or legal factors.
④ The debtor will very possibly collapse or conduct other financial restructuring.
⑤ The financial assets cannot be traded on in the active market because the issuing party has significant
financial difficulties.
⑥ It is impossible to identify if the cash flow of an asset in a group of financial assets has decreased,
however, after conducting overall evaluation on it according to the publicized data, the estimated future cash
flow of the group of financial assets has really decreased and can be measured after the initial recognition,
including: 1) The payment capability of the debtor of the group of financial assets has gradually deteriorated.
2) The condition that may cause it impossible to pay for the group of financial assets arises in the economy
of the country or area where the debtor is located.
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⑦ The technology, market, economy or legal environment etc. of the operation of the equity instrument
issuing party have significant adverse changes, making it impossible for the equity instrument investor to
recover the investment cost.
⑧ The fair value of equity instrument investment has serious or other-than-temporary fall.
⑨ Other objective evidences showing that the financial assets have impairment.
When the financial assets measured with amortized cost have the provision for impairment counted and
drawn by the difference between the estimated future cash flow (not including the not-yet-taking place future
credit loss) and the book value (the former is lower than the latter). If there are objective evidences showing
that the value of the financial assets is already recovered and is related to the matters arising after the loss is
confirmed objectively, the confirmed impairment loss is transferred back and counted into the current profit
and loss.
When the financial assets available for sale have impairment, the accumulative loss originally directly
counted into the shareholders’ equity and formed due to the fall of the fair value is transferred out and
counted into the impairment loss. For the available-for-sale debt instrument investment with the impairment
loss confirmed, if the fair value rises and is objectively related to the matters arising after the original
impairment loss confirmed after the period, the originally confirmed impairment loss is transferred back and
counted into the current profit and loss. For the available-for-sale equity instrument investment with the
impairment loss confirmed, the fair value rises and is directly counted into the shareholders’ equity after the
period.
Transfer of the financial assets
If the financial assets meet one of the following conditions, they are derecognized: ① The right of the
contract collecting the cash flow of the financial assets is terminated. ② The financial assets are already
transferred, and the Group transfers almost all the risks and remuneration on the ownership of the financial
assets to the transfer-in party. ③ The financial assets were already transferred, although the Group did not
transfer and did not reserve almost all the risks and remuneration on the ownership of the financial assets, it
gives up the control on the financial assets.
If the enterprise did not transfer, did not reserve almost all the risks and remuneration on the ownership
of the financial assets, and did not give up the control on the financial assets, the related financial assets are
confirmed according to the degree of it continuing to get involved with the transferred financial assets, and
the related liabilities are confirmed correspondingly. The degree of continuing to get involved with the
transferred financial assets refers to the level of risks that the enterprise faces due to the value changes of the
financial assets.
If the overall transfer of the financial assets meets the derecognition conditions, the difference between
the book value of the transferred financial assets and the sum of the consideration received due to the transfer
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and the accumulative amount of the fair value changes originally counted into the other comprehensive
income is counted into the current profit and loss.
If partial transfer of the financial assets meets the derecognition conditions, share the overall book value
of the transferred financial assets between the derecognized part and the part not derecognized according to
their respective comparative fair value, and count the difference between the sum of the consideration
received due to the transfer and the accumulative amount of the fair value changes that shall be apportioned
till the derecognized part and originally counted into the other comprehensive income and the
aforementioned book amount apportioned into the current profit and loss.
（2） Financial liabilities
The financial liabilities of the Group are classified into the financial liabilities measured by the fair
value and of which the changes are counted into the current profit and loss during the initial recognition and
other financial liabilities.
The financial liabilities measured by the fair value and of which the changes are counted into the current
profit and loss include the transactional financial liabilities and the financial liabilities appointed to be
measured by the fair value and of which the changes are counted into the current profit and loss during the
initial recognition, and subsequent measurement is conducted by the fair value. The profit or loss formed by
the fair value changes and the dividend and interest expenditures related to the financial liabilities are
counted into the current profit and loss.
Effective interest method is adopted for the other financial liabilities, and subsequent measurement is
conducted by the amortized cost.
When all or part of the current obligations of the financial liabilities is already discharged， derecognize
the discharged part of the financial liabilities or obligations. The difference between the book value of the
derecognized part and the paid consideration is counted into the current profit and loss.
（3） Method of determining the fair value of the financial assets and financial liabilities
1) If there is an active market for the financial instrument, its fair value is defined as the quotation in
the active market. Financial assets or liabilities held by the Group or about to be held by the Group are
recognized for their fair value upon the current quotation in the active market. If there is not such current
quotation or inquiry price for the financial assets or liabilities, however there has been not significant change
to the economical environment after the latest transaction, the market price of the latest transaction shall be
used to recognize the fair value of the financial asset or liability. If there is significant changeafter the latest
transaction day, the fair value shall be decided by adjusting of the latest transaction price with reference to
the current prices or interest rates of similar financial assets or liabilities. When the Group has obtained
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sufficient evidence showing that the price of latest transaction is not the fair value, it could be adjusted
appropriately and recognized as the fair value of the financial asset or liability.
2) When there is not any active market for a financial instrument, its fair value shall be decided by using
of evaluating technique, which includes the prices decided by voluntary parties, current fair value of other
substantial equivalent financial assets, cash flow discount method, or the pricing model of equity option.
11. Bad debt reserves for the receivables
The Group has the following conditions as the standards to determine the bad debt loss of the
receivables: The debtor unit’s production is stopped and it is unable to relay the debt within the foreseeable
time due to backout, bankruptcy, insolvency, serious shortage of cash flow, and serious natural disasters etc.
The debtor unit is overdue for implementing the debt repayment obligation for over 3 years. There are other
unambiguous evidences showing that recovery is impossible or the possibility is small.
Adopt the allowance method to check the bad debt loss that may arise, conduct impairment test singly
or by portfolio at the end of the period, count and draw the bad debt provision and count into the current
profit and loss. The receivables that the unambiguous evidences show that it is really impossible to recover
are regarded as bad debt loss after the approval of the Group according to the prescribed procedures and
offset the drawn bad debt provision.
（1）Receivables with significant single amount and with single counted and drawn bad debt
provision
Judgement basis or amount standard for The receivables with single amount exceeding RMB 5 million Yuan is
significant single amount regarded as significant receivables
The Group singly conducts impairment test on the receivables with significant single
amount, and singly tests the receivables without impairment, including conducting
The counting and drawing method for
impairment test in the receivable portfolio with similar credit risk characteristics. The
significant single amount and single
receivables with impairment loss confirmed in the single test no longer include
counted and drawn bad debt provision
conducting impairment test in the receivable portfolio with similar credit risk
characteristics.
（2）Receivables with single amount not significant but with single counted and drawn bad debt
provision
The Group singly conducts impairment test on the receivables with
Cause for single counted and drawn bad
debt provision single amount not significant but with evidences showing that the
contract cash flow may not be recovered, and singly tests the receivables
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without impairment, including conducting impairment test on the
receivable portfolio with similar credit risk characteristics. The
receivables with impairment loss confirmed in the single test no longer
include conducting impairment test in the receivable portfolio with
similar credit risk characteristics.
（3）Receivables with counted and drawn bad debt provision by portfolio
Basis for determining the portfolio
This portfolio is divided according to the credit risk characteristics of the
Portfolio 1
debtor unit, which is mainly the receivables without impairment after single
test (including the receivables with single amount significant from the related
party of the Group, government departments and the cooperative party, petty
cash and deposit etc.), and the possibility for this category of money to have
bad debt loss is very small.
This portfolio is the receivables except portfolio 1 and the receivables with
single counted and drawn bad debt provision, and the Group counted and
Portfolio 2
drawn bad debt provision for the receivables of this portfolio by aging of
accounts combining the historic experiences.
Counting and drawing method of counted and drawn bad debt provision by portfolio
Portfolio 1 Bad debt provision not counted and drawn
Portfolio 2 Aging of accounts
（4）The counted and drawn proportions of bad debt provision of the receivables adopting aging of
accounts are as follows
Aging Counted and drawn proportion of the Counted and drawn proportion of
accounts receivable (%) other receivables (%)
Within 6 months (including 6
2 2
months)
6-12 months 5 5
1-2 years 20 20
2-3 years 50 50
Over 3 years 100 100
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12. Inventories
The inventories of the Group mainly include property development products, raw materials, commodity
stocks, low-value consumption goods and others.
Property development products are mainly property in progress development products (including the
land planned to develop), completed development products (including the rented property for sale), etc. The
actual cost of the property development products includes land-transferring fees, infrastructure supporting
expenditure, construction and installation work expenditure, loan expenses arising before the development
project is completed and other related expenses in the development process. When the property development
products are sent out, individual pricing is adopted to determine their actual cost.
Construction contracts are measured at actual costs, including related direct and indirect expenses
occurred from signing to completion of the contract. The accumulative cost that has arisen, accumulative
confirmed gross profit (loss) and the settled money of the contract for the construction in process are listed as
the net amount after the offset in the balance sheet. The sum of the accumulative cost that has arisen and the
accumulative confirmed gross profit (loss) and the part exceeding the settled money of the contract for the
construction in process are listed as inventories. The sum of the part of the settled money exceeding the
accumulative cost that has arisen and the accumulative confirmed gross profit (loss) of the contract for the
construction in process is listed as the account collected in advance.
The travelling expense and tender submission fee etc. arising in order to enter into the construction
contract are counted into the contract cost when getting the contract if they can be singly distinguished,
measured reliably and it is very possible to enter into the contract. If the above-mentioned conditions are not
met, they are counted into the current profit and loss.
The low-value consumption goods and other inventories are amortized adopting one-time resale
method.
The inventories at the end of the period are accounted depending on which is lower between the cost
and the net realizable value.. When the net realizable value of the property development product is lower
than the cost, the inventory price fall provision shall be counted and drawn. net realizable value refers to the
amount of the estimated sales price less thee estimated completion cost, the estimated sales expenses and the
tax in the normal production and operation process. When determining the net realizable value of the
inventories, the unambiguous evidences obtained are used as the foundation, and at the same time, the
purpose of holding the inventories and the impact of the matters after the balance sheet day are considered.
After counting and drawing the inventory price fall provision, if the previous influencing factors writing
down the inventory value have disappeared, the written down amount shall be recovered and transferred
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back within the amount of the originally counted and drawn inventory price fall provision. The amount
transferred back is counted into the current profit and loss.
13. Long-term equity investment
Long-term equity investments are those share equities of the entities on which the Group is holding
substantial control power, common control, or major influences.
Control refers to the investor owns right to investee, can acquire variable returns through participating
in investee’s related activities and has power to use the right in order to impact on its return.
Joint control refers to the common control on certain economic activity according to the contract
stipulations. The basis for determining the joint control is: any one cooperative party cannot singly control
the production and operation activities of the cooperative enterprise, and the decisions involving the basic
operation activities of the cooperative enterprise need the unanimous consent of all the cooperative parties
etc.
Significant impact refers to having the power to participate in the decision-making of the financial and
operation policies of the invested unit, but cannot control or jointly control with the other parties the making
of these policies. The basis for determining the significant impact is mainly the Group owning over 20%
(including 20%) but lower than 50% voting shares of the invested unit directly or indirectly through the
subsidiary companies. If there are clear evidences showing that it cannot participate in the decision-making
of the production and operation of the invested unit under such condition, significant impact cannot be
formed.
For the long-term equity investment obtained through the enterprise merger under the same control, the
share of the book value of the owner of the merged party obtained on the merger day is used as the
investment cost of the long-term equity investment. For the long-term equity investment obtained through
the enterprise merger under the non-same control, the assets paid out, liabilities that have arisen or been born
and the fair value of the issued equity securities for getting the control power on the merged (purchased)
party on the merger (purchase) day are used as the merger cost.
Besides the long-term equity investment obtained through enterprise merger, for the long-term equity
investment obtained through paying cash, the purchase price actually paid is used as the investment cost. For
the long-term equity investment obtained through issuing equity securities, the fair value of the equity
securities issued is used as the investment cost. For the long-term equity investment input by the investors,
the value in accordance with the investment contract or the agreement stipulations is used as the investment
cost. For the long-term equity investment obtained through debt restructuring and exchange of nonmonetary
assets etc., the investment cost is determined according to the provisions of the related accounting standards.
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The Group adopts the cost method to check for the investment on the subsidiary companies, and
conducts adjustment by the equity method when compiling the consolidated financial statements. The Group
adopts equity method to check for the investment on the cooperative enterprise and associated enterprise.
When adopting the cost method to check, the long-term equity investment is priced by the initial
investment cost, and the cost of the long-term equity investment is adjusted when adding or recovering the
investment. When adopting the equity method to check, the current investment profit and loss is the share of
the net profit and loss realized by the invested unit in the year that shall be enjoyed or shall be shared. When
confirming the share of the net profit and loss of the invested unit that shall be enjoyed, the part belonging to
the investing enterprise is calculated according to the shareholding proportion with the fair value of all the
identifiable assets etc. of the invested unit when getting the investment as the foundation, in accordance with
the accounting policies and accounting period of the Group, and with the internal transaction profit and loss
arising between the Group and the associated enterprise and the cooperative enterprise offset, and
confirmation is conducted after adjusting the net profit of the invested unit. For the long-term equity
investment on the associated enterprise and cooperative enterprise already held before the first
implementation day, if there is debit difference of equity investment related to the investment, the investment
gain/loss shall be recognized after deducting of debit differences of the equity investment amortized to the
retained period straightly.
The Group changes to adopt the cost method to check for the long-term equity investment that no longer
has joint control or significant impact on the invested unit due to investment reduction etc., has no quote in
the active market, and the fair value of which cannot be measured reliably. The Group also changes to adopt
the cost method to check for the long-term equity investment that can implement control on the invested unit
due to adding investment etc. The Group changes to adopt the equity method to check for the long-term
equity investment that can implement joint control or significant impact on the invested unit but does not
constitute control due to adding investment etc. or no longer has control but can implement joint control or
significant impact on the invested unit due to dispose investment etc.
When handling the long-term equity investment, the difference between the book value and the money
actually obtained is counted into the current investment income. For the long-term equity investment
checked adopting the equity method, if the other changes of the owner’s equity except the net profit and loss
of the invested unit are counted into the owner’s equity, when handling the investment, the part originally
counted into the owner’s equity is transferred into the current investment income according to the
corresponding proportion.
14. Investment property
The investment property of the Group includes the rented land use right, the land use right held and
planned to transfer after value adding, rented buildings, and the buildings held and planned to be rented in
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the future.
For the investment property of the Group, the cost is used as the account entering value. The cost of the
outsourcing investment property includes the purchase price, the related taxes, and other expenditures
directly belonging to the asset. The cost of self-built investment property consists of the necessary
expenditures arising before the asset reaches the estimated usable status.
The Group adopt cost mode to conduct subsequent measurement on the investment property, and adopt
composite life method to count and draw depreciation or amortization according to its estimated service life
and net ratio of remaining value. The estimated service life, net ratio of remaining value and annual
depreciation (amortization) rate of the investment property are as follows:
Asset category Asset categorysubdivision Depreciation life Net salvage Yearlydepreciation (%)
Calculated and
determined
—— Remaining service life 0%
Rental land and land use according to the
right depreciation life
30 years or the use right ≥3.17
Steel structure term, whichever is lower 5%
Reinforced 25 years or the use right ≥3.8
Housingandbuildings
concrete structure term, whichever is lower 5%
Masonry-concrete 20 years or the use right ≥4.75
structure term, whichever is lower 5%
When the purpose of the investment property is changed to self-use, since the day of the change, the
investment property is changed to fixed asset or intangible asset. When the purpose of the self-use property is
changed to earning rent or capital value adding, since the day of the change, the fixed asset or intangible
asset is changed to investment property. During the change, the book value before the change is used as the
account entering value after the change.
When the investment property is disposed, or permanently exits use and it is estimated that it is
impossible to get economic interest from the disposal, derecognize the investment property. The amount of
the disposal income of selling, transferring, scrapping or breaking the investment property after deducting its
book value and the related taxes is counted into the current profit and loss.
15. Fixed assets
The fixed assets of the Group refer to the tangible assets that have the following characteristics at the
same time: produce commodities, provide labor, held for rental or operation management, the service life
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exceed one year.
The fixed assets include housing and buildings, machinery equipment, transportation equipment, office
equipment and others, and the cost when getting them is used as the value of account entry. The cost of the
outsourced fixed assets includes the purchase price and related taxes such as the import duty etc., as well as
the other expenditures directly belonging to the assets before making the fixed assets reach thee estimated
usable status. The cost of the self-built fixed assets consists of the necessary expenditures before the assets
reach the estimated usable status. For the fixed assets input by the investors, the value stipulated by the
investment contract or agreement is used as the account entry value. However, if the value stipulated by the
contract or agreement is not fair, the fair value is used to enter the account. For fixed assets obtained in term
of finance lease, shall be booked at the lower one of the fair value of the leased asset at the day of leasing
and the lowest rental payment.
The subsequent expenditures related to the fixed assets include repair expenditures and update reconstruction
expenditures etc. Those meeting the fixed assets confirmation conditions are counted into the cost of the
fixed assets. For the replaced part, derecognize its book value. Those not meeting the fixed assets
confirmation conditions are counted into the current profit and loss when arising.
Except the fixed assets already fully depreciated and used on, the Group counts and draws the
depreciation for all the fixed assets. When counting and drawing depreciation, composite life method is
adopted, and they are counted into the cost of current expenses of the related assets respectively according to
their purposes. The classified depreciation life, estimated net ratio of remaining value and depreciation rate
of the fixed assets of the Group are as follows:
Yearly
Asset category Asset categorysubdivision Depreciation life Net salvage
depreciation (%)
30 years or the use right term, ≥3.17
Steel structure
whicheverislower 5%
Reinforced concrete 25 years or the use right term, ≥3.8
Workshop
structure whicheverislower 5%
Masonry-concrete 20 years or the use right term, ≥4.75
structure whicheverislower 5%
30 years or the use right term, ≥3.17
Steel structure
whicheverislower 5%
Business and
Reinforced concrete 25 years or the use right term, ≥3.8
residence
structure whicheverislower 5%
housing
Masonry-concrete 20 years or the use right term, ≥4.75
5%
structure whicheverislower
Machinery —— 5-20 years 5% 4.75-19
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equipment
Passenger car 5 years 5% 19
Production vehicle 5-8 years 5% 11.88-19
Vehicles
Vehicle accessory 19
equipment 5 years 5%
Instrument —— 5 years 5% 19
Office supplies —— 5 years 5% 19
Optical cable 20 years 5% 4.75
Computer equipment 3-5 years 5% 19-31.67
Network equipment 5-10 years 5% 9.5-19
Safety equipment 3 years 5% 31.67
Terminal equipment 3 years 5% 31.67
Storage equipment 5 years 5% 19
Informatization
equipment Input and output 31.67
equipment 3 years 5%
Computer room 11.88-19
auxiliary equipment 5-8 years 5%
Video conference 31.67
3 years 5%
system equipment
Others 3-5 years 5% 19-31.67
Furniture and 19
household —— 5 years 5%
appliances
Others —— 5-10 years 5% 9.5-19
The Group rechecks the estimated service life, estimated net salvage and depreciation method of
the fixed assets at the end of each year, and if changes arise, they will be treated as accounting
estimation changes and handled.
When disposing the fixed assets cannot generate economic interest or it is estimated that
economic interest cannot be generated through using or disposing the fixed assets, derecognize the
fixed assets. The amount of the disposal income of selling, transferring, scrapping or breaking the
fixed assets after deducting their book value and the related taxes is counted into the current profit
and loss.
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16. Construction in progress
The construction in progress is measured by the actually taking place cost. The self-run construction
project is measured by the direct materials, direct salary and direct construction fee etc. The out-contracted
construction project is measured by the payable project cost etc. The engineering cost of equipment
installation project is determined by the value of the installed equipment, installation expenses and
expenditures that have arisen for the project test run etc. The cost of construction in progress also includes
the capitalized borrowing costs and profit or loss on exchange.
For the construction in progress, after the day when reaching the predetermined usable status, according
to the construction budget, construction cost or project actual cost etc., the fixed assets or other long-term
assets are carried over by the estimated value. Depreciation shall begin in the very next month. After
handling the completion final settlement procedures, adjust the original value difference of the fixed assets.
17. Borrowing costs
The borrowing costs include the interest on borrowings, amortization of discount or premium, auxiliary
expenses and balance of exchange arising due to foreign currency loans etc. The assets directly belonging to
those meeting the capitalization conditions or the borrowing costs for production start to be capitalized when
the assets expenditure has arisen, the borrowing costs have arisen and construction or production activities
necessary for making the assets reaching the usable or sellable status have started. When the construction or
the assets with the production meet the capitalization conditions reaches the estimated usable or sellable
status, stop capitalization. The remaining borrowing costs are confirmed as expenses during the period when
they arise.
The assets meeting the capitalization conditions refer to the assets such as fixed assets, investment
property and inventories etc. that can only reach the estimated usable or sellable status after the construction
or production activities of a long period of time (usually refers to over 1 year).
In the property development projects, the construction or production activities necessary for making the
assets reach the usable or sellable status refer to getting the land use right of property development, and
starting the project construction engineering (such as the pile foundation engineering or other material
construction activities). The assets reaching the estimated usable or sellable status refer to the property
projects getting the project completion inspection and acceptance record keeping receipt.
The amount of the interest expenses that actually arises in the current period of the special borrowing is
capitalized after deducting the interest income got through depositing the unused loan into the bank or the
investment income got through temporary investment. For the general loan, the capitalization amount is
determined by the assets expenditure weighted average of the part of the accumulative assets expenditure
74
exceeding the special loan multiplied by the capitalization rate of the occupied general loan. The
capitalization rate is calculated and determined according to the weighted average interest rate of general
loan.
If the assets meeting the capitalization conditions have abnormal interruption in the construction or
production process and the interruption time continuously exceed three months, suspend the capitalization of
the borrowing costs, till the construction or production activities of the assets start again.
18. Intangible assets
The intangible assets of the Group include the land use right and software etc. got for constructing the
self-use property. The land use right got for daily operation activities is checked as inventory. The intangible
assets are measured by the actual cost when getting them. For the purchased intangible assets, the actually
paid price and the related other expenditures are used as the actual cost. For the intangible assets input by the
investors, the actual cost is determined by the value stipulated by the investment contract or agreement.
However, if the value stipulated by the contract or agreement is not fair, the actual cost is determined by the
fair value.
From the transfer start day, the land use right is amortized in average according to its transfer term. The
software and other intangible assets are amortized in average by phase according to the estimated service life,
income life prescribed by the contract, or the effective life prescribed by the law, whichever is the shortest.
The amortization amount is counted into the related assets cost and current profit and loss by its benefit
object.
The estimated service life and amortization method of the intangible assets with limited service life are
reviewed at the end of each year. If changes arise, they are handled as accounting estimation changes. In each
accounting period, review the estimated service life of the intangible assets with their service life uncertain.
If there are evidences showing that the service life of the intangible assets is limited, estimate its service life
and amortize within its estimated service life.
19. Impairment of non-financial long-term assets
The Group examines the long-term equity investment, fixed assets, construction in progress and the
intangible assets with limited service life etc. on each balance sheet day. When there are the following signs,
it shows that the assets may have impairment, and the Group will conduct impairment test. For the intangible
assets with their goodwill and service life uncertain, no matter there are impairment signs or not, conduct
impairment test at the end of each year. If it is difficult to test the recoverable amount of the single assets, test
with the asset group or asset group portfolio of the assets as the foundation.
75
After the impairment test, if the book value of the assets exceeds its recoverable amount, the difference
is confirmed as impairment loss. Once the impairment loss of the above-mentioned assets is determined, it
can not be transferred back during the later accounting period. The recoverable amount of the assets refers to
the net amount of the fair value less the disposal expense or the present value of the estimated future cash
flow of the assets, whichever is higher.
The signs of impairment are as follows:
（1）The market price of the assets falls greatly in the current period, and the range is obviously higher
than the estimated fall due to time lapse or normal use.
（2）The economic, technical or legal environment etc. of the enterprise operation and the market of the
assets have significant changes in the current period or in the recent period, thus generating adverse impact
on the enterprise.
（3）The market interest rate or the investment rate of return of the other markets has risen in the
current period, thus influencing the enterprise calculating the discount rate of the present value of the
estimated future cash flow of the assets, causing great fall of the recoverable amount of the assets.
（4）There are evidences showing that the assets are already old and out of date or its entity is already
damaged.
（5）The assets are already or will be idle, terminate use or plan to dispose in advance.
（6）The evidences of the enterprise internal report show that the economic performance of the assets is
already lower or will be lower than the expectation, for example, the net cash flow created by the assets or
the operating profit (or loss) realized is far lower (or higher) than the estimated amount etc.
（7）There are other signs showing that the assets may already have impairment.
20. Goodwill
Goodwill is the difference between the equity investment cost or the enterprise merger cost under the
non-same control and the share of the fair value of the identifiable net assets of the invested unit or
purchased party on the getting day or purchase day that shall be enjoyed or got in the enterprise merger (the
former is bigger than the latter).
The goodwill related to the subsidiary company is singly listed on the consolidated financial statement,
and the goodwill related to the associated enterprise and cooperative enterprise is included in the book value
of long-term equity investment.
76
21. Long-term deferred and prepaid expenses
The long-term deferred and prepaid expenses of the Group refer to the expenses with the amortization
duration over one year (not including one year) that has been listed but shall be born in the current period
and in the later periods, and such expenses are amortized in average within the period of benefit. If the items
of the long-term deferred and prepaid expenses cannot make the later accounting period benefited, all the
amortization value of the items not amortized is transferred into the current profit and loss.
22. Remuneration of the employees
The Group confirms the payable remuneration of the employees as liabilities during the accounting
period when the employees provide service, and count it into the related assets cost and expenses by the
benefit object of the employees providing service. The compensation offered due to terminating the labor
relationship with the employees is counted into the current profit and loss.
The remuneration of the employees mainly includes the expenditures related to the service provided by
the employees such as salary, bonus, subsidy, employee welfare expenses, social insurance expenses, housing
fund, labor union expenses and employee education expenses etc.
If it is decided to terminate the labor relationship with the employees before the employee labor contract
is due, or the suggestion of offering compensation is brought forward in order to encourage the employees to
voluntarily accept the reduction, the Group has made formal the labor relationship termination plan or
brought forward the voluntary reduction suggestion and will implement, and at the same time, the Group
cannot unilaterally withdraw the termination of the labor relationship plan or reduction suggestion, the
estimated liabilities generated due to terminating the labor relationship with the employees and offering
compensation are counted into the current profit and loss.
23. Equity instrument
Equity instrument refers to the contract that can prove owning the remaining equity in the assets of the
Group after deducting all the liabilities. The transaction expenses that have arisen in the merging party
issuing the equity instrument in the enterprise merger offset the premium income of the equity instrument. If
they are insufficient to offset, written down the retained income. For the remaining equity instrument, for the
consideration received during then issuance, after deducting the transaction expenses, add the shareholders’
equity. The consideration paid for buying back the self-equity instrument and the transaction expenses reduce
the shareholders’ equity. When issuing, buying back, selling or canceling the equity instrument, the profit and
loss are not confirmed.
All kinds of distributions of the Group for the holding party of the equity instrument (not including the
77
stock dividend) reduce the shareholders’ equity. The Group does not confirm the change amount of the fair
value of the equity instrument.
24. Estimated liabilities
When the businesses related to the contingencies such as external guarantee, trade acceptance discount,
pending action or arbitration etc. meet the following conditions at the same time, the Group confirm them as
liabilities: The obligation is the current obligation born by the Group. The implementation of the obligation
may very possibly cause the economic interest flowing out of the enterprise. The amount of the obligation
can be measured reliably.
Initial measurement is conducted for the estimated liabilities according to the best estimate of the
expenditures needed for implementing the related current obligations, and the factors such as risks,
uncertainties and currency time value etc. related to the contingencies are considered comprehensively. If the
impact of the currency time value is significant, the best estimate is determined after discounting the related
future cash outflow. On each balance sheet day, the book value of the estimated liabilities is reviewed, and if
there are changes, adjust the book value to reflect the current best estimate.
25. Revenue recognition principle
（1）Revenue recognition principles: business revenues of the Group mainly includes property
development product sales revenue, rental income, property management fee income, public utility (power
supply) income and construction contract income, and the revenue recognition principles are as follows:
1） The revenue is recognized when the property development products meet the following conditions:
A．The buying party and the selling party sign contract and have record kept at the land ministry.
B．The property development products are completed and accepted qualified.
C．The Company receives all the housing purchase money of the client or get the right to collect all the
housing purchase money (such as the written commitment letter of the bank agreeing to distribute the
mortgage money).
D．When the housing delivering procedures are handled or it is regarded as the client accepts according to
the conditions stipulated in the housing purchase contract.
2） Rental income: For the rental income of investment property, the rent stipulated in the contract or
agreement in the periods of the lease term is confirmed as rental income by the straight-line method.
78
3） Public utility income: When the power supply service is already provided, the economic interest
related to the power supply service can flow into the enterprise, and the related income and cost can be
measured reliably, realization of the public utility income is confirmed.
4） Property management fee income: When the property management service is already provided, the
economic interest related to the property management service can flow into the enterprise, and the related
income and cost can be measured reliably, realization of the property management income is confirmed.
26. Construction contract
When the contract total income can be measured reliably, the economic interest related to the contract
may very possibly flow into the Group, the actually arising contract cost can be clearly distinguished and
reliably measured, and the contract completion progress and the cost that needs to arise for completing the
contract can be reliably determined, the Group confirms the contract income and contract expenses by the
completion percentage method on the balance sheet day. When adopting the completion percentage method,
the contract completion progress is determined according to the proportion of the contract cost that has
actually arisen accounting for in the contract estimated total cost.
When the result of the construction contract cannot be reliably estimated, if the contract cost can be
recovered, the contract income is confirmed according to the actual contract cost that can be recovered, and
the contract cost is confirmed as expense in the period when it arises. If the contract cost cannot be recovered,
it shall be immediately confirmed as expense when arising, and the income is not confirmed.
The Group examines the construction contract at the end of the period, if the estimated total cost of the
construction contract exceeds the estimated total income of the contract, draws loss provision, and confirm
the estimated loss as the current expense.
27. Government subsidy
Government subsidy refers to the Group getting monetary assets or nonmonetary assets from the
government for free.
The government subsidy is confirmed when the Group can meet the attached conditions and can
receive.
If the government subsidy is monetary assets, measure by the actually received amount. For the subsidy
allocated according to fixed quota standard, or when there are unambiguous evidences at the end of the
period showing that it meets the related conditions prescribed by the financial support policies and it is
estimated that the financial support capital can be received, measure by the amount that shall be received. If
79
the government subsidy is nonmonetary assets, measure by the fair value. If the fair value cannot be obtained
reliably, measure by the notional amount (RMB 1 Yuan).
The government subsidy of the Group is divided into government subsidy related to the assets and
government subsidy related to the income. The government subsidy related to the assets refers to the
government subsidy got by the Group and used for constructing or forming in other modes the long-term
assets. The government subsidy related to income refers to the government subsidy except the government
subsidy related to the assets. If the subsidy object is not clearly prescribed in the government documents, the
Group judges according to the above-mentioned principle.
The government subsidy related to the assets is confirmed as deferred income and averagely distributed
and counted into the current profit and loss within the service life of the related assets. The government
subsidy related to income and used for compensating the related expenses or losses during the later periods is
confirmed as deferred income and counted into current profit and loss in the period when confirming the
related expenses. The government subsidy used for compensating the related expenses or losses that have
arisen is directly counted into current profit and loss.
28. Deferred income tax assets and deferred income tax liabilities
The deferred income tax assets and deferred income tax liabilities of the Group are calculated and
confirmed according to the difference (temporary difference) between the tax base of the assets and liabilities
and their book value. For the deductible loss and tax reduction that can reduce the taxable income in the later
years according to the provisions of the tax law, the Group does not confirm the corresponding deferred
income tax assets. For the temporary difference generated due to prepaid tax, the Group does not confirm the
corresponding deferred income tax liabilities uniformly. On the balance sheet day, the deferred income tax
assets and deferred income tax liabilities are measured by the applicable tax rate when taking back the assets
or paying off the liabilities.
The Group confirms the deferred income tax assets generated from the deductible temporary difference
with the taxable income that may very possibly be got and used to deduct the deductible temporary
difference as the limit. For the confirmed deferred income tax assets, when it is estimated that it is very
possible that sufficient taxable income cannot be got to deduct the deferred income tax assets in the future
period, the book value of the deferred income tax assets shall be written down. When it is very possible to
get sufficient taxable income, the written-down amount is transferred back.
29. Lease
The Group divides rental into financing lease and operating lease on the rental start day.
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Financing lease refers to the lease substantially transferring all the risks and remuneration related to the
ownership of the assets. When the Group is the lessee, on the lease start day, the Group takes the fair value of
the leased assets and the present value of the lowest rental payment amount on the lease start day, whichever
is lower, as the account entering value of the financing rent-in fixed assets, takes the lowest rental payment
amount as the account entering value of the long-term account payable, and records the difference between
the two as unconfirmed financing expense.
Operatinglease refers to the other leases except the financing lease. The rent of the Group as the leasee
is counted into the related assets cost or current profit and loss in the periods in the lease term by the
straight-line method, and the rent of the Group as the lessor is confirmed as income in the periods in the lease
term by the straight-line method.
30. Financial accounting of the income tax
Debt method based on balance sheet is adopted for the financial accounting of the income tax. The
income tax expense includes the income tax of the year and deferred income tax. Besides counting the
income tax of the year and deferred income tax related to the transactions and matters directly counted into
the shareholders’ equity into the shareholders’ equity, as well as the book value of the adjustment goodwill of
the deferred income tax generated in the enterprise merger, the remaining income tax of the year and
deferred income tax expense or income is counted into the current profit and loss.
income tax of the year refers to the amount calculated and determined according to tax provisions that
the enterprise shall pay to the tax department for the transactions and matters arising in the year, i.e. the
income tax payable. Deferred income tax refers to the difference between the amount that shall be available
at the end of the year of the deferred income tax assets and deferred income tax liabilities that shall be
confirmed according to the debt method based on balance sheet and the originally confirmed amount.
31. Division information
The Group determines the operation divisions with the internal organization structure, management
requirements and internal report system as the basis, and determines the report divisions with the operation
divisions as the foundation. The operation division refers to the component that meets the following
conditions at the same time: The component can generate income and expenditure incurred in the daily
activities. The Company management can periodically evaluate the operation achievement of the
components, so as to decide to allocate resources to it and evaluate its achievements. The Company can get
the related accounting information such as the financial condition, operation achievements and cash flow etc.
of the components.
The transfer price between the divisions is determined with reference to the market price, and the joint
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expenses are allocated between the different divisions according to the income proportions except the part
that cannot be reasonably allocated.
32. Accounting arrangement method of financial assets transfer and non-financial assets securitization
businesses
If there is transfer of financial assets, judge according to the transfer condition of almost all the risks
and remuneration on the related financial assets ownership. If they are all transferred, derecognize the
corresponding financial assets. If there is no transfer and almost all the risks and remuneration on the related
financial assets ownership are reserved, do not derecognize. If there is no transfer and almost all the risks and
remuneration on the related financial assets ownership are not reserved, decide if derecognizing according to
the degree of involving the control over the financial assets. If the control over the financial assets is given
up, derecognize the financial assets. If the control over the financial assets is not given up, confirm the
related financial assets according to the degree of continuing to get involved with the financial assets and
confirm the related liabilities correspondingly. If the financial assets meet the overall derecognition, transfer
the difference between the consideration received and the corresponding book value and count it into the
current profit and loss. The accumulative change amount of the fair value of the related financial assets
originally directly counted into the owner's equity is also transferred into the current profit and loss. If it
meets partial transfer derecognition conditions, apportion the book value involving the overall of the
transferred financial assets according to their respective comparative fair values between the derecgnized
part and the underecognized part. With the book value after the apportionment as the foundation, handle the
part of the overall transfer to the partial transfer. If it does not meet the derecognition conditions, confirm the
consideration received as a financial liability.
33. Explanations on the important accounting estimation
When compiling the financial statements, the management of the Group needs to utilize estimations and
assumptions, which will generate impact on the application of the accounting policies and the amounts of
assets, liabilities, income and expenses. The actual conditions may be different from these estimations. The
management of the Group conducts continuous evaluation on the judgment on the key assumptions and
uncertain factors that the estimations involve. The impact of the changes of the accounting estimations is
confirmed in the period of change and future period.
There are important risks that will cause significant adjustment of the book value of the assets and
liabilities in the future period in the following accounting estimations and key assumptions.
（1）Impairment of receivables
The Group measures the receivables by the amortized cost on the balance sheet day, so as to evaluate if
82
there is impairment condition, and evaluates the specific amount of the impairment loss when there is the
impairment condition. The objective evidences of impairment include the interpretable data showing grate
fall in the estimated future cash flow of the individual or portfolio receivables, and the interpretable data
showing significant negatives in the financial condition of the debtor in the individual or portfolio
receivables. If there are evidences showing that the value of the receivable price is already recovered, and it
is related to the matters arising after confirming the loss objectively, transfer back the originally confirmed
impairment loss.
（2）Inventory impairment provision
The Group periodically estimates the net realizable value of the inventories, and confirms inventory
price fall loss for the difference between the inventory cost and the net realizable value (the former is higher
than the latter). When evaluating the net realizable value of the inventories, the Group confirms with the
amount of the estimated sales price with the estimated completion cost, the estimated sales expense and the
taxes. When the actual sales price or cost expense is different from the previous estimation, the management
will conduct corresponding adjustment on the net realizable value. Therefore, the result of estimating
according to the existing experiences may be different from the later actual result, and the adjustment on the
book value of the inventories in the balance sheet may be caused. Therefore, the amount of inventory price
fall preparation may change along with the above-mentioned cause. The adjustment on the inventory price
fall preparation will influence the profit and loss of the estimated change period.
（3）Accounting estimation of goodwill impairment preparation
The Group conducts impairment test on the goodwill each year. The recoverable amount of the asset
group and asset group portfolio containing goodwill is the present value of the estimated future cash flow,
and its calculation needs to adopt accounting estimation.
If the management revises the gross profit rate adopted in the calculation of the future cash flow of the
asset group and asset group portfolio, and the gross profit rate after the revision is lower than the gross profit
rate adopted at [resent, the Group needs to add counted and drawn impairment provision for the goodwill.
If the management revises the pre-tax discount rate applied for the cash flow discount again, and the
pre-tax discount rate after the revision is higher than the discount rate adopted at present, the Group needs to
add counted and drawn impairment provision for the goodwill.
If the actual gross profit rate or pre-tax discount rate is higher or lower than the estimation of the
management, the Group cannot transfer back the originally counted and drawn goodwill impairment loss.
（4）Accounting estimation of fixed assets impairment provision
83
The Group conducts impairment test on the fixed assets such as housing and buildings and machinery
equipment etc. with impairment signs on the balance sheet day. The recoverable amount of the fixed assets is
the present value of the estimated future cash flow or the fair value of the assets less the disposal expenses,
whichever is higher, and its calculation needs to adopt accounting estimation.
If the management revises the gross profit rate adopted in the calculation of the future cash flow of the
asset group and asset group portfolio, and the gross profit rate after the revision is lower than the gross profit
rate adopted at present, the Group needs to add counted and drawn impairment provision for the fixed assets.
If the management revises the pre-tax discount rate applied for the cash flow discount again, and the
pre-tax discount rate after the revision is higher than the discount rate adopted at present, the Group needs to
add counted and drawn impairment provision for the fixed assets.
If the actual gross profit rate or pre-tax discount rate is higher or lower than the estimation of the
management, the Group cannot transfer back the originally counted and drawn fixed assets impairment
provision.
（5）Accounting estimation for the confirmation of the deferred income tax assets
Estimation of the deferred income tax assets needs estimating the taxable income and the applicable tax
rate in the future years, and the realization of the deferred income tax assets is determined by if the Group
may very possibly get sufficient taxable income. The changes of the future tax rate and the transfer-back time
of the temporary difference also may influence the income tax expense (income) and the balance of the
deferred income tax. The changes of the above-mentioned estimation may cause the important adjustment on
the deferred income tax.
（6）Service life of the fixed assets and intangible assets
The Group reviews the estimated service life of the fixed assets and intangible assets at least at the end
of each year. The estimated service life is determined by the management based on the historic experiences
of the similar assets, with reference to the estimations commonly applied in the industry and combining the
estimated technologies. When the previous estimation has significant changes, the depreciation expense and
amortization expense in the future period are adjusted correspondingly.
III. Changes of the accounting policies and the accounting estimations
1. In this report period, the Group did not have the changes of the accounting policies.
2. In this report period, changes of the accounting estimations and their impact in this report period
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In the implementation of the accounting estimations of the depreciation and amortization of the original
fixed assets and investment property, the Company had the conditions of too broad selection of the
depreciation life and estimated ratio of remaining value of the same category of assets caused by too
extensive division of the assets categories, and the accounting estimations not conforming to the actual
condition caused by big difference between the depreciation life and ratio of remaining value of the same
categories of assets confirmed by the companies. In order to make the assets depreciation disposal nearer to
the actual assets use condition, the accounting estimation on changing the depreciation of fixed assets and
amortization of investment property was approved on the 11th Meeting of the 7th Board of Directors of the
Company on March 14, 2014 and was approved by the resolution of the 15th Meeting of the 7th Board of
Supervisors of the Company.
Condition of the change of the accounting estimation on the depreciation and amortization of the fixed
assets and investment property this time:
1. Accounting estimation for the fixed assets
After thechange Beforethechange
Asset category Asset categorysubdivision
Depreciation life Net salvage Depreciation life Net salvage
30 years or the use right term,
Steel structure
whicheverislower 5% 10-50 years 5%-10%
Reinforced concrete 25 years or the use right term,
Workshop
structure whicheverislower 5% 10-50 years 5%-10%
Masonry-concrete 20 years or the use right term,
structure whicheverislower 5% 10-50 years 5%-10%
30 years or the use right term,
Steel structure
whicheverislower 5% 10-50 years 5%-10%
Business and
Reinforced concrete 25 years or the use right term,
residence
structure whicheverislower 5% 10-50 years 5%-10%
housing
Masonry-concrete 20 years or the use right term,
5% 10-50 years 5%-10%
structure whicheverislower
Machinery
—— 5-20 years 5% 10- 20 years 5%-10%
equipment
Passenger car 5 years 5% 5-10 years 5%
Production vehicle 5-8 years 5% 5-10 years 5%
Vehicles
Vehicle accessory
equipment 5 years 5% 5-10 years 5%
Instruments —— 5 years 5% 5-10 years 5%
Office supplies —— 5 years 5% 5-10 years 5%
85
Optical cable 20 years 5% 5-10 years 5%
Computer equipment 3-5 years 5% 5-10 years 5%
Network equipment 5-10 years 5% 5-10 years 5%
Safety equipment 3 years 5% 5-10 years 5%
Terminal equipment 3 years 5% 5-10 years 5%
Storage equipment 5 years 5% 5-10 years 5%
Informatization
equipment Input and output
equipment 3 years 5% 5-10 years 5%
Computer room
auxiliary equipment 5-8 years 5% 5-10 years 5%
Video conference
3 years 5% 5-10 years 5%
system equipment
Others 3-5 years 5% 5-10 years 5%
Furniture and
household —— 5 years 5% 5-10 years 5%
appliances
Others —— 5-10 years 5% 5-10 years 5%
2. Accounting estimation for the investment property
Asset After thechange Beforethechange
Asset categorysubdivision
category Depreciation life Net salvage Depreciation life Net salvage
Rental land
Remaining service
and land —— Remaining service life 0% 0%
life
useright
30 years or the use right term,
Steel structure whicheverislower 5% 20 years 10%
Housing
Reinforced concrete 25 years or the use right term,
and
structure whicheverislower 5% 20 years 10%
buildings
Masonry-concrete 20 years or the use right term,
structure whicheverislower 5% 20 years 10%
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This change of the accounting estimation on the depreciation and amortization of the fixed assets and
investment property is implemented as of the day when the Board of Directors approves, causing an
increase of RMB 3.28 million Yuan of the depreciation and amortization counted and drawn in this
report period compared to before the change.
IV. Tax
Tax category Taxation basis Tax rate
Corporate income tax Taxable income Note 1
Property sales income, property rental
Business tax 5%
income etc.
Note2
Commodity sales income 17%
VAT Commodity sales income, power supply
Note2 17%
income
Property sales income － with project By ultra progressive tax rate
Land VAT
amount deducted 30%-60%
Acceptance amount of the land use
Deed tax 3%
right and the housing
70% of the original value of the housing
Property tax Note3 1.2% or 12%
or the rent income
City maintenance and
Business tax (or paid VAT) 1%-7%
construction tax
Education fee addition Business tax (or paid VAT) 3%
Note 1: According to the Tax Regulations of Hong Kong, the income tax rate for the Hong Kong
subsidiary companies of the Company is 16.5%, and the income tax rate applicable to the Company and the
other subsidiary companies is 25%.
Note 2: The VAT amount is the balance of the substituted money on VAT with the deductible input tax
deducted, and the substituted money on VAT is calculated by the sales income amount and corresponding tax
rate prescribed by the related tax laws.
Note 3: For the fixed assets housing and rental property of the Group, the property tax is paid by 70%
original value of the book assets or the rental income multiplied by the prescribed tax rate. For the newly
built housing, after record keeping in the tax authority, property tax is exempted within three years.
87
V. Enterprise merger and consolidated financial statements
(I) Subsidiary companies
Companyname Compan Registrati Business Registered Scopeofbusiness Actualcapital Otheritem Share Voting Consolidat Equity oftheminority Amountusedfor
ytype onplace nature capital contribution balance holding power ed shareholdersattheend offsettingtheprofit
(RMB0,000 amountatthe substantially proporti proportio statement oftheperiod andlossofthe
Yuan) endofthe constitutesthe on(%) n(%) ornot minorityshareholders
period(RMB netinvestment intheequityofthe
0,000Yuan) onthe minorityshareholders
subsidiary
company
Subsidiarycompaniesgotthroughenterprisemergerunderthesamecontrol
Ruijia Investment Industrial Limited Hong Investment HKD Investment 130,132.45 100.00 100.00 Yes Notapplicable Notapplicable
Co.,Ltd. liability Kong 160,000
company
China Merchants Property Limited Zhangzho Property RMB45,000 Property development and commercial housing 22,950.00 51.00 60.00 Yes 320,149,190.88
(Zhangzhou)Co.,Ltd. liability u sales
company
Zhangzhou China Limited Zhangzho Property RMB50 Property management, decoration, consultation, 50.00 100.00 100.00 Yes Notapplicable Notapplicable
Merchants Property liability u management property equipment sales, repair, property rental
ManagementCo.,Ltd. company andcommissionsale
Zhangzhou China Limited Zhangzho Property RMB4,000 Property development and commercial housing 4,132.72 100.00 100.00 Yes Notapplicable Notapplicable
Merchants Honglong liability u sales
PropertyCo.,Ltd. company
China Merchants Property Limited Shenzhen Property RMB Property development and commercial housing 355,147.40 100.00 100.00 Yes Notapplicable Notapplicable
(Shenzhen)Co.,Ltd. liability 300,000 sales
company
88
Companyname Compan Registrati Business Registered Scopeofbusiness Actualcapital Otheritem Share Voting Consolidat Equity oftheminority Amountusedfor
ytype onplace nature capital contribution balance holding power ed shareholdersattheend offsettingtheprofit
(RMB0,000 amountatthe substantially proporti proportio statement oftheperiod andlossofthe
Yuan) endofthe constitutesthe on(%) n(%) ornot minorityshareholders
period(RMB netinvestment intheequityofthe
0,000Yuan) onthe minorityshareholders
subsidiary
company
Shekou Xinghua Industrial Limited Shenzhen Property HKD4,742 Engage in the development and operation of 3384.98 65.07 55.56 Yes 42,770,405.86
Co.,Ltd. liability Shekou T105-0114 section, rental and
company managementofownproperty
Shenzhen China Merchants Limited Shenzhen Powersupply RMB5,700 Powersupplyandpowersales 11,979.12 100.00 100.00 Yes Notapplicable Notapplicable
PowerSupplyCo.,Ltd. liability
company
Shenzhen China Merchants Limited Shenzhen Metrological RMB150 Special metrological verification items 150.00 100.00 100.00 Yes Notapplicable Notapplicable
Electric Energy Metrological liability verification developed after the authorization of Shenzhen
VerificationCo.,Ltd. company Quality and Technical Supervision (can only
operate after getting the authorization of the
technicalsupervisiondepartment)
89
China Merchants Property Limited Shenzhen Property RMB2,500 Property management, decoration, consultation, 3,646.06 100.00 100.00 Yes Notapplicable Notapplicable
ManagementCo.,Ltd. liability management property equipment sales, repair, property rental
company andcommissionsale
Shenzhen China Merchants Limited Shenzhen Property RMB1,120 Property management, decoration, consultation, 1,765.96 100.00 100.00 Yes Notapplicable Notapplicable
Property Management Co., liability management property equipment sales, repair, property rental
Ltd. company andcommissionsale
Shekou Zhaofa Property Co., Limited Shenzhen Property RMB3,600 EngageinthedevelopmentofShekouSKN401 3,600.00 100.00 100.00 Yes Notapplicable Notapplicable
Ltd. liability management section, build the business residence and the
company ancillaryfacility
Shenzhen China Merchants Limited Shenzhen Property RMB200 Ownpropertymanagement 120.00 60.00 66.67 Yes -1,791,110.23 3,537,807.32
Qile Property Management liability management
Co.,Ltd. company
Subsidiarycompaniesgotthroughenterprisemergerunderthenonsamecontrol
China Merchants Land Co., Limited Cayman Investment HKD30,000 Investmentholding 486,999.35 74.35 54.55 Yes 2,078,785,979.45
Ltd. liability Islands
company
HuaxianCo.,Ltd. Limited Hong Investment HKD1 Investment 0.81 100.00 100.00 Yes Notapplicable Notapplicable
liability Kong
company
ChuangjinliCo.,Ltd. Limited Hong Investment HKD1 Investment 0.81 100.00 100.00 Yes Notapplicable Notapplicable
liability Kong
company
Tianjin Guojun Investment Limited Tianjin Property RMB10,000 Propertydevelopment 30,055.00 100.00 100.00 Yes Notapplicable Notapplicable
Co.,Ltd. liability
company
Tianjin China Merchants Limited Tianjin Property RMB30,000 Investonthepropertyindustrywithownfunds 18,000.00 60.00 60.00 Yes 81,777,806.16 38,222,193.83
TaidaInvestmentCo.,Ltd. liability
90
company
Tianjin ZhaojiangInvestment Limited Tianjin Property RMB3,000 Invest on the property, hi-tech, construction, and 2,303.38 77.00 80.00 Yes 6,738,385.48 161,614.53
Co.,Ltd. liability gardengreeningindustrieswithownfunds
company
Harbin China Merchants Propertydevelopment，propertymanagement，
Limited
Jiatian Property housing agent, indoor decoration, invest on
liability Harbin Property RMB5,000 8,025.00 50.00 50.00 Yes 8,741,752.72 26,629,407.30
Note1 business and the education industry, housing
DevelopmentCo.,Ltd. company
rental
Harbin Yinkai Property Limited Harbin Property RMB2,000 Propertydevelopment 1,700.00 85.00 60.00 Yes 40,169,934.95 275,258.34
DevelopmentCo.,Ltd. liability
company
Qingdao Zhongrunde Limited Qingdao Property RMB2,640 Property development and commercial housing 18,373.18 51.00 60.000 Yes 150,247,144.08 31,740,185.52
AutomobileTradeCo.,Ltd. liability sales
company
Shanghai China Merchants Limited Shanghai Property RMB1,000 Property development, indoor decoration 1,000.00 100.00 100.00 Yes Notapplicable Notapplicable
FengruiPropertyCo.,Ltd. liability service,salesofbuildingmaterials
company
Shanghai Fengyang Property Limited Shanghai Property RMB3,000 Property development and commercial housing 35,325.00 60.00 60.00 Yes 225,474,257.83
DevelopmentCo.,Ltd. liability sales
company
Yunnan China Merchants Limited Kunming Property RMB1,000 Property development and operation, sales of 600.00 60.00 60.00 Yes -12,974,019.99 16,974,019.99
ChengtouPropertyCo.,Ltd. liability commercial housing, housing rental, decoration
company and repair, property broker–agent, property
management
Foshan Kaidacheng Limited Foshan Property RMB1,000 Propertydevelopment 10,510.00 51.00 60.00 Yes 88,026,068.28 13,123,658.13
Investment Development liability
Co.,Ltd. company
91
Shenzhen Haitao Hotel Co., Limited Shenzhen Hotelservice RMB600 Engage in the hotel consultation service and train 1,228.68 100.00 100.00 Yes Notapplicable Notapplicable
Ltd. liability all kinds of hotel employees, operate the guest
company room, Chinese and western restaurants, laundry,
entertainmentandretailsection
Shenzhen Vanke Binhai Limited
RMB Engage in property development and operation
Note1 liability Shenzhen Property 50,050.00 50.00 60.00 Yes 525,075,226.67
PropertyCo.,Ltd. 100,000 ontheblockwithlegallanduseright
company
Shenzhen Meiyue Property Limited Shenzhen Property RMB100 Propertydevelopment 11,992.62 100.00 100.00 Yes Notapplicable Notapplicable
ConsultingCo.,Ltd. liability
company
Shenzhen China Merchants Limited Shenzhen Property RMB1000 Property development and operation, property 11,755.00 51.00 60.00 Yes 130,903,395.64 2,889,688.85
RundePropertyCo.,Ltd. liability broker,setupindustry
company
Guanhuagang Trade Limited Shenzhen Trade RMB100 Electronic products such as TV, sound 100.00 100.00 100.00 Yes Notapplicable Notapplicable
(Shenzhen)Co.,Ltd. liability equipment, set top box and DVD player etc.,
company electricmaterialsandtubestock
Subsidiarycompaniesgotthroughothermodes
TrinityLimited Limited British Investment USD0.0002 Investment 0.001 100.00 100.00 Yes Notapplicable Notapplicable
liability Virgin
company Islands
JuyangCo.,Ltd. Limited British Investment USD0.0002 Investment 0.001 100.00 100.00 Yes Notapplicable Notapplicable
liability Virgin
company Islands
HuihaoCo.,Ltd. Limited British Investment USD0.0002 Investment 0.001 100.00 100.00 Yes Notapplicable Notapplicable
liability Virgin
company Islands
92
HuiyuCo.,Ltd. Limited British Investment USD0.0002 Investment 0.001 100.00 100.00 Yes Notapplicable Notapplicable
liability Virgin
company Islands
ZengtianCo.,Ltd. Limited British Investment USD0.0002 Investment 0.001 100.00 100.00 Yes Notapplicable Notapplicable
liability Virgin
company Islands
Limited British
Note1
YinrongCo.,Ltd. liability Virgin Investment USD0.01 Investment 256,159.46 50.00 60.00 Yes 2,575,182,370.16 2,003,239.17
company Islands
HuijuCo.,Ltd. Limited British Investment USD0.0002 Investment 126,767.90 100.00 100.00 Yes Notapplicable Notapplicable
liability Virgin
company Islands
JingjiCo.,Ltd. Limited British Investment USD0.01 Investment 0.06 100.00 100.00 Yes Notapplicable Notapplicable
liability Virgin
company Islands
Chaocheng International Co., Limited British Investment USD0.01 Investment 0.06 100.00 100.00 Yes Notapplicable Notapplicable
Ltd. liability Virgin
company Islands
Guangyu Co.Ltd. Limited British Investment Notapplicable Notapplicable
liability Virgin USD5 Investment 0.06 100.00 100.00 Yes
company Islands
Note2 Limited British Holding Notapplicable Notapplicable
WeirongCo.,Ltd.
liability Virgin company USD5 Holdingcompanyservice 0.06 100.00 100.00 Yes
company Islands service
Note2 Limited British Holding Notapplicable Notapplicable
JialiCo.,Ltd.
liability Virgin company USD5 Holdingcompanyservice 0.06 100.00 100.00 Yes
company Islands service
93
Note2 Limited British Holding Notapplicable Notapplicable
BiyuanCo.,Ltd.
liability Virgin company USD5 Holdingcompanyservice 0.06 100.00 100.00 Yes
company Islands service
Yingze Development Co., Limited Hong Investment HKD1 Investment 0.85 100.00 100.00 Yes Notapplicable Notapplicable
Ltd. liability Kong
company
LeyiCo.,Ltd. Limited Hong Investment USD0.01 Investment 0.06 100.00 100.00 Yes Notapplicable Notapplicable
liability Kong
company
YungaoCo.,Ltd. Limited Hong Investment USD0.01 Investment 0.06 100.00 100.00 Yes Notapplicable Notapplicable
liability Kong
company
Jumbo Pacific Holding Limited Hong Investment USD0.0001 Investment 0.0006 100.00 100.00 Yes Notapplicable Notapplicable
Limited liability Kong
company
UnionBloomLimited Limited Hong Investment USD0.01 Investment 0.03 51.00 50.00 Yes -5,158,155.65 6,692.69
liability Kong
company
VastJointLimited Limited Hong Investment USD0.01 Investment 0.03 51.00 50.00 Yes -21,226.52 6,706.02
liability Kong
company
China Merchants Property Limited Hong Property HKD1 Property management, decoration, consultation, 1.10 100.00 100.00 Yes Notapplicable Notapplicable
Management (Hong Kong) liability Kong management property equipment sales, repair, property rental
Co.,Ltd. company andcommissionsale
KollMerchantsLimited Limited Hong Property HKD0.1 Cleaning service, engineering maintenance and 0.08 100.00 100.00 Yes Notapplicable Notapplicable
liability Kong management repairservice,generaltrade
company
94
CMK Property Limited Hong Property HKD10 Property management, sales of property 8.11 100.00 100.00 Yes Notapplicable Notapplicable
ManagementCo.,Ltd. liability Kong management equipment,on-siterepair
company
Aoming Development Co., Limited Hong Investment HKD0.01 Investment 0.01 100.00 100.00 Yes Notapplicable Notapplicable
Ltd. liability Kong
company
Mingjie Development Co., Limited Hong Investment HKD0.01 Investment 0.01 100.00 100.00 Yes Notapplicable Notapplicable
Ltd. liability Kong
company
Xinde Development Co., Limited Hong Investment HKD0.01 Investment 0.01 100.00 100.00 Yes Notapplicable Notapplicable
Ltd. liability Kong
company
Chenghui Investment Co., Limited Hong Investment USD0.01 Investment 0.06 100.00 100.00 Yes Notapplicable Notapplicable
Ltd. liability Kong
company
JihongInternationalCo.,Ltd. Limited Hong Investment HKD1 Investment 0.82 100.00 100.00 Yes Notapplicable Notapplicable
liability Kong
company
JianliInternationalCo.,Ltd. Limited Hong Investment HKD1 Investment 0.82 100.00 100.00 Yes Notapplicable Notapplicable
liability Kong
company
MaoshengCo.,Ltd. Limited Hong Investment HKD0.01 Investment 0.01 100.00 100.00 Yes Notapplicable Notapplicable
liability Kong
company
Yuyue Co.,Ltd. Limited Hong Investment HKD0.002 Investment 511,923.2 100.00 100.00 Yes Notapplicable Notapplicable
liability Kong
company
95
Huipeng Property Limited
Hong Property development, sales, and provide the
Note1 liability Property HKD1 100,874.8 50.00 75.00 Yes 991,799,886.38
DevelopmentCo.,Ltd. Kong relatedafter-saleservice
company
HuaminInvestmentCo.,Ltd. Limited Hong Investment HKD 0.01 Investment 66,301.18 100.00 100.00 Yes Notapplicable Notapplicable
liability Kong
company
LefuInvestmentCo.,Ltd. Limited Hong Investment HKD 0.01 Investment 4,762.20 100.00 100.00 Yes Notapplicable Notapplicable
liability Kong
company
HuitaiInvestmentCo.,Ltd. Limited Hong Investment HKD1.00 Investment 0.79 100.00 100.00 Yes Notapplicable Notapplicable
liability Kong
company
YibaInvestmentCo.,Ltd. Limited Hong Investment HKD0.01 Investment 0.008 100.00 100.00 Yes Notapplicable Notapplicable
liability Kong
company
Hanyi Development Co., Limited Hong Investment HKD0.01 Investment 0.008 100.00 100.00 Yes Notapplicable Notapplicable
Ltd. liability Kong
company
Shengjin Development Co., Limited Hong Investment HKD0.01 Investment 0.008 100.00 100.00 Yes Notapplicable Notapplicable
Ltd. liability Kong
company
Huoju Investment Co., Limited Hong Holding HKD1 Holdingcompanyservice 0.55 70.00 60.00 Yes -102,993.29 2,035.87
Note3 liability Kong company
Ltd.
company service
Minghui Investment Co., Limited Hong Holding HKD1 Holdingcompanyservice 0.01 100.00 100.00 Yes Notapplicable Notapplicable
Note2 liability Kong company
Ltd.
company service
96
Guanghong Investment Co., Limited Hong Holding HKD1 Holdingcompanyservice 0.01 100.00 100.00 Yes Notapplicable Notapplicable
Note2 liability Kong company
Ltd.
company service
Junying Development Co., Limited Hong Holding HKD1 Holdingcompanyservice 0.01 100.00 100.00 Yes Notapplicable Notapplicable
Note2 liability Kong company
Ltd.
company service
Mao’anInvestmentCo.Ltd. Limited Hong Investment HKD1 Investment 0.01 100.00 100.00 Yes Notapplicable Notapplicable
liability Kong
company
China Merchants Property Limited Beijing Property RMB3,000 Property development and commercial housing 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
(Beijing)Co.,Ltd. liability sales
company
Beijing China Merchants Limited Beijing Property RMB500 OperateandmanagethepayparkingofOnward 718.53 80.00 80.00 Yes 6,350,745.38
Property Management Co., liability management Science & Trade Centre, property
Ltd. company management，decoration,consultation,property
equipmentsales,repair
China Merchants Jiaming
Limited Property development, indoor decoration
(Beijing) Property
liability Beijing Property RMB35,000 service, sales of building materials, technology 17,500.00 50.00 60.00 Yes 1,193,684,560.53
Note1
DevelopmentCo.,Ltd. company importandexport
Beijing Conrad Property Limited Beijing Property RMB38,000 Property development, sales of the commercial 22,800.00 60.00 60.00 Yes 67,134,699.43 84,865,300.57
DevelopmentCo.,Ltd. liability housing after self development, development
company and construction of hotel, goods import and
export,technologyimportandexport
Beijing China Merchants Limited Beijing Property RMB1,000 Propertydevelopment 700.00 70.00 57.14 Yes 2,970,820.14 29,179.86
Mingjia Property liability
DevelopmentCo.,Ltd. company
Tianjin Zhaosheng Property Limited Tianjin Property RMB3,000 Property development, sales, and provide the 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
97
Co.,Ltd. liability relatedafter-saleservice
company
China Merchants Property Limited Tianjin Property RMB4,000 Property development, sales, and provide the 3,000.00 75.00 66.67 Yes 11,014,130.07 2,504,575.88
(Tianjin)Co.,Ltd. liability relatedafter-saleservice
company
Limited Property development, sales of commercial
Tianjin Gangwei Property
liability Tianjin Property RMB3,000 housing, housing rental, property service, 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
DevelopmentCo.,Ltd.
company propertyinformationconsultation
Tianjin Yongjingwan Limited Tianjin Property RMB60,000 Propertydevelopment 60,000.00 100.00 100.00 Yes Notapplicable Notapplicable
Property Development Co., liability
Ltd. company
Dalian Zhaoyu Property Co., Limited Dalian Property RMB3,000 Propertydevelopment 1,530.00 51.00 60.00 Yes -1,052,050.06 15,752,050.06
Ltd. liability
company
Qingdao Zhongrunde Limited Qingdao Property RMB1,000 Property development and operation 1,000.00 100.00 100.00 Yes Notapplicable Notapplicable
PropertyCo.,Ltd. liability management, property management,
company construction installation and construction
decoration
Qingdao Hyde Property Limited Qingdao Property USD4,000 Development of the property projects on the 27,406.10 100.00 100.00 Yes Notapplicable Notapplicable
DevelopmentCo.,Ltd. liability block (G-2012-030) east of No.48 line, south of
company TongshunRoad,westofHexin Road,andnorth
of Haiyue Road in the planning, sales and rental
of commercial housing, property service, indoor
andoutdoorengineeringdesignandconstruction
Limited
China Merchants Property
liability Rizhao Property RMB3,000 Property development 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
(Rizhao) Co., Ltd.
company
China Merchants Property Limited Yantai Property USD9,995 Propertydevelopment 60,810.20 100.00 100.00 Yes Notapplicable Notapplicable
98
(Yantai)Co.,Ltd. liability
company
Yantai China Merchants Limited Yantai Property RMB3,000 Propertydevelopmentand operation,indoorand 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
Note4 liability development outdoor building decoration design and
PropertyCo.,Ltd.
company construction
Hangzhou Zhujia Property Limited Hangzho Property RMB10,000 Propertydevelopment 10,000.00 100.00 100.00 Yes Notapplicable Notapplicable
DevelopmentCo.,Ltd. liability u
company
China Merchants Property Limited Hangzho Property RMB3,000 Propertydevelopment 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
(Hangzhou)Co.,Ltd. liability u
company
Nanjing China Merchants Limited Nanjing Property RMB500 Property management, decoration, consultation, 500.00 100.00 100.00 Yes Notapplicable Notapplicable
Property Management Co., liability management property equipment sales, repair, property rental
Ltd. company andcommissionsale
China Merchants Property Limited Nanjing Property RMB3,000 Property development, sales, and provide the 12,787.78 100.00 100.00 Yes Notapplicable Notapplicable
(Nanjing)Co.,Ltd. liability relatedafter-saleservice
company
Nanjing China Merchants Limited Nanjing Property RMB3,000 Property development, property management 123,000.00 100.00 100.00 Yes Notapplicable Notapplicable
RuishengPropertyCo.,Ltd. liability service,projectinvestment，propertybroker
company
Nanjing China Merchants Limited Nanjing Property RMB3,000 Property development and operation, property 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
Ningsheng Property Co., liability development broker, indoor and outdoor building decoration
Note5 company design and construction, garden engineering
Ltd.
design and construction, sales of building
materials
Nanjing China Merchants Limited Nanjing Property RMB3,000 Property development and operation, property 21,100.00 70.00 60.00 Yes 9,001,560.32
Xingsheng Property Co., liability development broker, indoor and outdoor building decoration
company design and construction, garden engineering
99
Note6 design and construction, sales of building
Ltd.
materials
Shanghai China Merchants Limited Shanghai Property RMB3,000 Property development and sales of building 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
PropertyCo.,Ltd. liability materials
company
Shanghai China Merchants Limited Shanghai Property USD62 Property management, decoration, consultation, 784.86 100.00 100.00 Yes Notapplicable Notapplicable
Property Management Co., liability property equipment sales, repair, property rental
Ltd. company andcommissionsale
Shanghai China Merchants Limited Shanghai Property RMB3,000 Property development and operation, indoor 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
MinshengPropertyCo.,Ltd. liability decorationservice,salesofbuildingmaterials
company
100
Shanghai China Merchants Limited Shanghai Property RMB3,000 Property development and operation, indoor 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
FengshengPropertyCo.,Ltd. liability decorationservice,salesofbuildingmaterials
company
China Merchants Property Limited Shanghai Property RMB3,000 Property development, sales, and provide the 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
(Shanghai)Co.,Ltd. liability relatedafter-saleservice
company
Shanghai Jingyuan Property Limited Shanghai Property RMB55,500 Property development and operation, rental of 30,525.00 55.00 60.00 Yes 132,238,457.81 117,511,542.19
DevelopmentCo.,Ltd. liability own housing, property management, indoor
company decorationservice
Shanghai China Merchants Limited Shanghai Property RMB3,000 Property development and operation, property 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
HongfaPropertyCo.,Ltd. liability management, rental ofown housing, indoor and
company outdoor decoration and design service,
information consultation, parking lot
managementservice
China Merchants Property Limited Suzhou Property RMB3,000 Propertydevelopment,operation,rentalandsales 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
Development (Suzhou) Co., liability
Ltd. company
Suzhou China Merchants Limited Suzhou Property RMB10,000 Property development, sales, and provide the 6,000.00 60.00 60.00 Yes 110,148,502.76
NanshanPropertyCo.,Ltd. liability relatedafter-saleservice
company
Suzhou China Merchants Limited Suzhou Property RMB3,000 Property development and operation, property 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
Yonghuafu Property Co., liability information consultation, housing rental, indoor
Ltd. company decoration,propertymanagement,operation and
managementofparkinglot
Suzhou Shuanghu Property Limited Engage in propertydevelopmentand salesinthe
Note1 liability Suzhou Property USD24,400 block accepted after approval, and provide the 83,380.14 50.00 60.00 Yes 946,118,886.87
Co.,Ltd.
company relatedafter-saleservice
Suzhou China Merchants Limited Suzhou Property RMB3,000 Propertydevelopment 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
101
YishanjunPropertyCo.,Ltd. liability
company
Zhenjiang Nanshan Creative Limited Zhenjiang Property RMB5,000 Propertydevelopment 3,000.00 60.00 60.00 Yes 19,694,085.29 305,914.72
Industrial Park Development liability
Co.,Ltd. company
Zhenjiang Yingsheng Limited Zhenjiang Property USD11,800 Property development, property management 75,477.90 100.00 100.00 Yes Notapplicable Notapplicable
Property Development Co., liability service,projectinvestment,propertybroker
Ltd. company
Zhenjiang Huoju Land Limited Zhenjiang Property USD Propertydevelopmentandoperation 10,470.10 100.00 100.00 Yes Notapplicable Notapplicable
Note7 liability development 2,990
DevelopmentCo.,Ltd.
company
China Merchants Property Limited Changzho Property RMB3,000 Property development and operation, property 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
Development (Changzhou) liability u management, rental ofown housing, indoor and
Co.,Ltd. company outdoor decoration and design service, business
information consultation, parking lot
managementservice
Changshu China Merchants Limited Changshu Property RMB3,000 Property development and operation, property 16,800.00 100.00 100.00 Yes Notapplicable Notapplicable
Xicheng Property Co., liability development informationconsultation,indoordecoration
Note8 company
Ltd.
China Merchants Property Limited Wuhan Property RMB3,000 Property development, property management 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
Development (Wuhan) Co., liability service,projectinvestment,propertybroker
Ltd. company
Wuhan China Merchants Limited Wuhan Property RMB500 Property management, decoration, consultation, 500.00 100.00 100.00 Yes Notapplicable Notapplicable
Property Management Co., liability management property equipment sales, repair, property rental
Ltd. company andcommissionsale
Wuhan Xinde Property Limited Wuhan Property USD9,800 Property projectdevelopment, sales and rental of 90,576.48 100.00 100.00 Yes Notapplicable Notapplicable
DevelopmentCo.,Ltd. liability commercial housing, property service, indoor
102
company and outdoor decoration engineering design and
construction
Wuhan Aoming Property Limited Wuhan Property USD9,800 Property projectdevelopment, sales and rental of 136,980.39 100.00 100.00 Yes Notapplicable Notapplicable
DevelopmentCo.,Ltd. liability commercial housing, property service, indoor
company and outdoor decoration engineering design and
construction
Wuhan Mingjie Property Limited Wuhan Property USD7,906 Property projectdevelopment, sales and rental of 88,414.76 100.00 100.00 Yes Notapplicable Notapplicable
DevelopmentCo.,Ltd. liability commercial housing, property service, indoor
company and outdoor decoration engineering design and
construction
Wuhan China Merchants Limited Wuhan Property RMB3,000 Property development and operation, sales and 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
PropertyGutianPropertyCo., liability development rental of commercial housing, indoor and
Note9 company outdoor building decoration design and
Ltd.
construction
Xi’an Mao’an Property Co., Limited Xi’an Property USD Propertydevelopmentandoperation 58,446.19 100.00 100.00 Yes Notapplicable Notapplicable
Note10 liability development 9,500
Ltd.
company
Chengdu China Merchants Limited Chengdu Property RMB5,000 Property development, project investment, 5,000.00 100.00 100.00 Yes Notapplicable Notapplicable
BeihuPropertyCo.,Ltd. liability propertybroker,propertymanagementservice
company
China Merchants Property Limited Chengdu Property RMB1,000 Property development, property management 1,000.00 100.00 100.00 Yes Notapplicable Notapplicable
(Chengdu)Co.,Ltd. liability service,projectinvestment,propertybroker
company
Chengdu China Merchants Limited Chengdu Property RMB1,000 Property development, project investment, 1,000.00 100.00 100.00 Yes Notapplicable Notapplicable
Beicheng Property liability propertybroker,propertymanagementservice
DevelopmentCo.,Ltd. company
Chengdu China Merchants Limited Chengdu Property RMB1,000 Propertydevelopment 1,000.00 100.00 100.00 Yes Notapplicable Notapplicable
Longcheng Property liability
103
DevelopmentCo.,Ltd. company
China Merchants Property Limited Guizhou Property RMB3,000 Property investment and sales, property broker 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
Development (Guizhou liability service, property service, indoor and outdoor
Bijie)Co.,Ltd. company decorationengineeringdesignandconstruction
China Merchants Properties Limited Guizhou Property RMB2,000 Property investment, housing rental, property 2,000.00 100.00 100.00 Yes Notapplicable Notapplicable
and Investment（Guizhou liability service, indoor and outdoor decoration
Bijie）InvestmentCo.,Ltd. company engineeringdesignandconstruction
Bijie China Merchants Limited Guizhou Property RMB300 Property management, sales of property 300.00 100.00 100.00 Yes Notapplicable Notapplicable
Property Management Co., liability management equipment,on-siterepair
Ltd. company
China Merchants Property Limited Chongqin Property RMB3,000 Propertydevelopment,rentalofownhousing 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
Development (Chongqing) liability g
Co.,Ltd. company
China Merchants Property Limited Chongqin Property RMB3,000 Property development, indoor decoration 3,000.00 100.00 100.00 Yes Notapplicable Notapplicable
Development (Chongqing) liability g service,salesofbuildingmaterials
GardenCityCo.,Ltd. company
Limited
ChongqingChinaMerchants Chongqin Property development and rental, sales and
liability Property USD53,400 355,690.25 100.00 100.00 Yes Notapplicable Notapplicable
LandDevelopmentCo.,Ltd. g management
company
ChongqingChinaMerchants Limited Chongqin Property RMB2,000 Propertydevelopment 2,000.00 100.00 100.00 Yes Notapplicable Notapplicable
EvianPropertyCo.,Ltd. liability g
company
Chongqing Yizhi China Limited Chongqin Property HKD23,200 Propertydevelopment 182,950.56 100.00 100.00 Yes Notapplicable Notapplicable
Merchants Property liability g
DevelopmentCo.,Ltd. company
Property development, housing rental and sales,
Fujian Zhongliansheng Limited
Xiamen Property RMB5,000 property management, building engineering 2,500.00 50.00 60.00 Yes 91,197,812.33
Property Development Co., liability
construction, indoor decoration service,
104
Note1 company constructionequipmentrental
Ltd.
China Merchants Property Limited Xiamen Property RMB5,000 Property development, housing rental and sales, 5,000.00 100.00 100.00 Yes Notapplicable Notapplicable
Development (Xiamen) Co., liability property service, building engineering
Ltd. company construction, indoor decoration service, sales of
buildingmaterials
Xiamen China Merchants Limited Xiamen Property RMB2,000 Property development and operation, business 2,000.00 100.00 100.00 Yes Notapplicable Notapplicable
Yonghuafu Property Co., liability development information and enterprise management
Note11 company consultation
Ltd.
Foshan China Merchants Limited Foshan Property RMB1000 Property development, sales, and provide the 600.00 60.00 60.00 Yes 3,447,887.38 552,112.63
XinchengHi-TechCo.,Ltd. liability relatedafter-saleservice
company
Foshan Xincheng Property Limited
Property development, sales, and provide the
Note1 liability Foshan Property USD12,700 47,869.00 50.00 60.00 Yes 592,401,099.96
Co.,Ltd. relatedafter-saleservice
company
Limited
Foshan Xinjie Property Co., Property development, sales, and provide the
liability Foshan Property USD21,980 162,681.08 100.00 100.00 Yes Notapplicable Notapplicable
Ltd. relatedafter-saleservice
company
Foshan Evian Property Co., Limited
Property development, construction, sales, rental
Note1 liability Foshan Property RMB3,000 1,500.00 50.00 60.00 Yes 34,366,606.67
Ltd. ofownproperty,propertymanagement
company
Foshan China Merchants Develop and construct on the “Yangfanggang”
Limited
Jiulongcang Property Co., USD
