YANLORD LAND GROUP LIMITED 仁恒置地集团有限公司

Shanghai Yanlord Riverside CIty ANNUAL REPORT 年度报告 / 2009 Shanghai Yanlord Riverside CIty

CONTENTS 01 04 08 About Chairman’s Yanlord / Statement 主席致词 Mission Statement

12 20 26 30 Operations Operational Financial Review 业务回顾 Highlights Highlights

31 34 42 46 Development Our Project Board Of Key Schedule Showcase Directors Management Summary About Yanlord Yanlord develops high quality properties that distinguish themselves amidst the localities that they are in. Properties developed by our company are characterised by outstanding architectural design and quality construction. With a track record in developments located at prime locations, our brand name, just like the properties we build, is an icon in itself.

Mission Statement Managing with benevolence and integrity, achieving perpetuity through perseverance

YANLORD LAND GROUP LIMITED 01 Annual Report 2009 Clear Vision With an established track record for excellence, we continue to set our sights on developing internationally recognized developments that surpass customer expectations.

Nanjing Yanlord Yangtze Riverbay Town

Chairman’s Statement 2009 marks another stellar performance for Yanlord. Our 58.8% increase in revenue attest to the Group’s position as a leading developer in the PRC.

Dear Shareholders

It is with great pleasure that I present to you Yanlord Land Group financial crisis. In 2009, the positive business sentiments further Limited’s (“Yanlord” and together with its subsidiaries, the complimented our successful business strategies propelling “Group”) annual report for the financial year ended 31 December our full year performance to a record high. Driven by the strong 2009 (“FY2009”). market demand and continued support from customers for the Group’s quality developments in the PRC, the Group has 2009 was a significant year of opportunities and change as global achieved combined recognized revenue in FY2009 and pre- leaders actively rolled out stimulus packages to avert a potential contracted sales as at 31 December 2009 of S$2.8 billion. economic meltdown arising from the financial crisis of 2008. While full recovery of the global economy remains on the horizon, the Bolstered by significant growth in gross floor area (“GFA”) strong recovery of the PRC economy following the key stimulus delivered and higher average selling price (“ASP”) per square packages introduced by the PRC central government has served metre (“sqm”) achieved, revenue for the year surged 58.8% to to pave the way for a full fledged recovery of the global economic S$1.6 billion in FY2009 from S$1.0 billion in FY2008. Underlined health. Driven by strong incentives from the central government by this significant revenue growth, profit for the year and profit including relaxation of credit policies and tax incentives targeted attributable to equity holders of the Company rose to S$435.6 at boosting home ownership and domestic consumption, the PRC million and S$325.4 million respectively. real estate sector witnessed a significant and sustained rebound in trade volumes and contracted prices. Building on our management Reflecting the continued market support for Yanlord’s high-end team’s keen understanding of market trends and core competitive fully fitted apartments, the Group’s key development, Yanlord advantages, Yanlord has risen beyond the wave of positive market Riverside City in Shanghai, topped the Shanghai single project sentiments to report yet another year of exceptional growth. sales chart in the “Top Real Estate Development Sales Listings of 2009 in 10 Major Cities” survey jointly released by the China Real Achievements and Highlights Estate Information Corporation, Shanghai E-House Real Estate for the Year Research Institute and China Real Estate Appraisal on 11 January 2010, for the third consecutive year. Similarly, the Group’s latest Stellar Performance in Traditional Segments development, Yanlord Yangtze Riverbay Town (formerly known as Development of large-scale international residential projects Yanlord Yangtze Riverside City) in Nanjing clinched the top honours remains the core of Yanlord’s traditional business segments. on the Nanjing 2009 single project sales chart while the Group’s Leveraging on our competitive advantages, we were able to buck Tianjin Yanlord Riverside Plaza which was launched in August market trends in 2008 to post a year of stable growth despite the 2009, was ranked within the Top 10 development sales for Tianjin.

04 YANLORD LAND GROUP LIMITED Annual Report 2009 Chairman’s Statement

PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY JUMPS 44.1% TO s$325.4 MILLION

Mr. Zhong Sheng Jian Chairman and CEO 钟声坚 先生 集团董事局主席兼总裁

YANLORD LAND GROUP LIMITED 05 Annual Report 2009 Chairman’s Statement

The Group’s investment property portfolio is expected to enter into a collaborative agreement with a Nanjing government generate stable rental income from 2010 owned enterprise to jointly engage in the primary development of In addition to the development and sale of high-end residential the 15.0 square kilometers, Sino-Singapore Nanjing Eco High- projects, the Group has initiated the strategic creation of a sizable Tech Island in Nanjing, PRC. A key initiative under the Singapore- investment property portfolio for recurring rental income. Building Jiangsu Cooperation Council, the Sino-Singapore Nanjing Eco on our earlier successes with hospitality services in Nanjing Frasers High-Tech Island seeks to further deepen the ties between the Suites, we have actively sought strategic partners such as Frasers two countries and is based on a shared vision to amalgamate the Hospitality to manage and promote our serviced residences and continued quest for technological development and an efficient hotels. To futher enhance the stable development of our retail use of our natural resources. investment properties, we have signed key tenancy agreements with many global retailers including Lotte Group, LVMH and the In addition to the above, Yanlord entered into a memorandum of Richemont Group. understanding with the Tangshan Nanhu Eco-City Administrative Committee to explore joint investment and development of a high- 2010 will mark a significant year of development for our investment end residential development within the Nanhu Eco-City through its property portfolio segment and represents a culmination of our joint venture company with HB Investments (China) Pte. Ltd., Yanlord efforts as yet another project, Chengdu Yanlord Landmark Ho Bee Investments Pte. Ltd.. Building on these new initiatives, opens its doors. With a total GFA of approximately 165,000 we hope to develop new growth drivers that will further enhance sqm, the fully integrated Yanlord Landmark will feature a high- Yanlord’s long-term development. end retail mall offering internationally renowned brands such as Christian Dior, Hugo Boss, Louis Vuitton and Prada. With Sustained growth of landbank to lay foundation the official opening slated in the later part of 2010, Yanlord for future development Landmark is expected to contribute positively to the Group’s The accumulation of prime development land parcels at future rental income streams. economically viable valuations remains a key function to the sustained development of the Group. In 2009, strong demand in Shareholders would also be pleased to note that construction the real estate sector drove prices of new land tenders to record of the retail mall at the Tianjin Yanlord Riverside Plaza is nearing highs as developers actively sought opportunities to further enhance completion. With the progressive completion of our key investment their holdings. Adopting a prudent and calculated approach to properties across the PRC, I am confident that contributions from land acquisition, we conducted comprehensive feasibility studies our investment property portfolio will record a steady growth and on various opportunities. I am pleased to report that in 2009 and become a stable revenue income stream that will complement early 2010, Yanlord has successfully completed four new land our other key business segments. acquisitions through public tenders.

Strategic initiative to extend business model In September 2009, we completed the strategic acquisition of In 2009, the Group initiated a strategic breakthrough in its four prime residential development sites with a total planned GFA traditional business model. Building on our extensive track record of approximately 162,074 sqm in Waigaoqiao District, Pudong, for developing large-scale international residential developments, Shanghai. Sited next to an earlier land parcel which we acquired in Yanlord extended its presence into the primary land development 2008, these two acquisitions with a combined GFA of approximately and management of urban townships. Under the auspices of 320,000 sqm will provide the Group with greater scalability in the the Singapore Ministry for Trade and Industry as well as the development of a large-scale international residential project. In Jiangsu provincial government, the Group had in May 2009, December 2009, the Group successfully extended its presence led a consortium of key Singapore enterprises which included, in Chengdu through the acquisition of a prime 390,658 sqm GFA Sembcorp Industrial Parks Ltd. and Surbana Land Pte. Ltd. to land parcel.

1006 YANLORD LAND GROUP LIMITED Annual Report 2009 Tianjing Yanlord Riverside Plaza

Subsequent to the end of 2009, the Group, in January 2010, philosophy of “developing land with devotion and building quality successfully acquired a prime development site in Sanya, Hainan. homes with passion”, we will increase our focus on research and Sited along the picturesque Hai Tang Bay, this new site offers development as well as process enhancements to ensure that the an unobstructed seafront and will be developed into serviced quality of our developments will continue to exceed the demands residences and a five-star hotel which will contribute positively of our discerning customers and further enhance our position as a to the development of the Group’s investment property portfolio. leading developer within the PRC high quality real estate sector. In February 2010, the Group further enhanced its presence in Shanghai with the successful acquisition of a prime residential Capitalising on our experienced and dedicated management site in Qingpu District, Shanghai. Sited in close proximity to the team, robust landbank holdings and core competencies in the Hongqiao business district, the area has been earmarked by the development of quality residential apartments in prime locations Shanghai municipal government to be part of the Greater Hongqiao within high growth PRC cities, we will continue to seek out new commercial area initiative and presents a unique opportunity for opportunities to further enhance our market presence thereby investment in large-scale high quality residential developments ensuring the sustained development of our core business amidst the growing scarcity of sizable prime residential development segments and our future financial performance. sites within Shanghai’s city centre. Appreciation Business Outlook The Group’s stellar performance would not be possible without Despite volatilities in the global economy and uncertainties in the the support of our loyal shareholders. In appreciation for your PRC government’s credit policies, the Group remains confident trust and support, the Board of Directors has proposed a first about the long term potential of the PRC real estate sector. With the and final dividend of 1.68 Singapore cents per share. Building on growing maturity and sophistication of PRC home owners, the real the momentum we achieved in FY2009, we will continue to utilise challenge for any real estate developer will be the ability to satisfy our competitive edge to extend our foothold in the PRC property the changing demands of its clients. Adhering to our corporate sector and further enhance shareholder value.

YANLORD LAND GROUP LIMITED 07 Annual Report 2009 主席致辞

尊敬的各位股东： 发展模式取得战略性跨越，仁恒站上了新的制高点 2009年，仁恒在发展模式上取得了战略性的突破，我们迈出了从 2009年是世界金融危机发生之后,各国政府普遍采取刺激政策,以 营造国际社区到推动大型城区开发的实质性步伐。在新加坡贸工部 挽救和复苏经济的关键一年。虽然世界经济的整体复苏还有待时 和中国江苏省政府的全力支持下，2009年5月，集团牵头盛邦置业 日，但中国经济凭借庞大的国内市场与强劲的政府推动率先从世 私人有限公司、胜科工业园有限公司与中国江苏省南京市有关国有 界金融危机中复苏，其中房地产业的复苏最为迅速。在信贷、税 企业组成合资公司，共同从事南京市江心洲15平方公里的一级土地 务、产业等政策的强劲刺激下，地产业在一年之内经历由低谷向 开发。该项目规模大，定位高，是新加坡-江苏合作理事会框架下 高峰的演变。在宏观和市场形势趋好的大背景下，仁恒自然也获 的重要合作项目。 2009年10月15日 集团联合新加坡和美集团与河 得了更加骄人的业绩。在此，本人将集团2009年的经营业绩向各 北省唐山南湖生态城管理委员会签署“唐山-新加坡生态城战略合 位股东作一简要汇报。 作框架协议”。凭借新的发展模式，仁恒将实现自我提升。

一、成绩与评估： 土地储备稳步扩张，为可持续发展奠定了坚实的基础 2009年中国土地市场炙手可热，成交均价屡创新高。集团遵循审慎 传统业绩创历史新高 原则，在缜密分析的基础上，于2009年及2010年初，共完成4次土地 开发成片国际社区是仁恒的传统业务，也是占比最大的业务部 竞购。其中2009年9月在上海浦东购入森兰外高桥地块，建筑面积超 分。2008年即使在市场形势不太好的情况下，仁恒仍然取得了比 过16.2万平方米，与2008年购入的地块合并后总建筑面积达到32万 较突出的销售业绩，在形势大好的2009年，传统业务当然更上一 平方米，具备建设大规模国际化社区的良好条件；2009年12月，集 层楼。集团销售面积、平均售价与利润水平等诸项指标均创历史 团在成都摘取优质地块，可开发面积为39.1万平方米；2010年1月， 新高，集团2009年营业收入加上截止2009年底的预售合同金额达 集团购得海南省三亚市海棠湾地块，于海南国际旅游度假岛开发启 到新币28亿元。全年营业收入接近新币16亿元，同比2008年增长 动之年完成布局；2010年2月，集团在上海竞得了紧邻虹桥商务区 58.8%，达到上市以来最高水平。在此基础上，集团全年净利润 的徐泾镇地块，仁恒在上海的发展有了更大的空间。 为新币4.36亿元，公司股东权益的净利润达到新币3.25亿元，亦 创下历史新高。 二、未来打算和展望

2009年集团分布在中国各城市的在售楼盘销售价格全面提升。 随着中国经济的发展和高端客户的日益壮大，仁恒的潜在客户也不断 2010年1月11日，中国房产信息集团、上海易居房地产研究院、中 增加。面对多变的政策及市场环境，我们将把持一贯的运作方针,着 国房地产测评中心发布统计数据显示，上海仁恒河滨城连续第三年 重于优质楼盘的开发来促进我们核心业务的持续发展,并满足我们客 成为上海房产项目销售冠军；南京仁恒江湾城成为南京市房产项目 户的需求。仁恒是一家跨区域、跨城市、跨业态开发经营的企业，历 2009年度销售冠军；同样喜人的是，集团在华北的首个项目——天 经多次市场起伏，我们建立了一支优秀的管理团队，并以”善待土 津仁恒海河广场於2009年8月起售，销售不足半年便跻身天津市房产 地、用心造好房”作为自己持续追求的目标和不懈奋斗的动力。 项目销售十强。仁恒的物业产品在各地都得到了消费者的追捧。 虽然中国房地产业近期由于宏观调控的影响,出现不稳定因素,但我 投资商业性物业逐渐崛起，2010年起将为集团贡献稳定租金收入 们仍然看好中国房地产业的长远发展。我们将继续产品的研发,精 除了开发国际社区和销售住宅性楼盘外，发展投资商业类物业， 益求精，继续超越消费者日益增加的要求。同时我们也会利用我 创造稳定租金收入是集团长期发展战略的重要组成。为此，集团 们优秀的管理团队，优质的土地储备，开发优质产品的核心竞争 已开始商业性物业的开发和经营，2010年是仁恒投资类物业发展 能力，以及良好的物业服务管理，持续增加我们的市场占有率， 的重要一年。到目前为止，集团已有的各类投资物业均有较高的 把集团未来的发展带向另一高峰。 出租率。为实现投资类物业长期稳定的发展，集团已经与辉盛酒 店管理集团建立了委托管理的合作关系, 同时也引进了国际知名企 三、致谢 业LVMH集团、历峰集团、及乐天集团旗下的多个世界一流品牌。 集团位于成都的仁恒置地广场在2010年内将全面投入使用，该项 仁恒能有今天的成绩，是股东们关心和支持的结果。在此，我向 目建筑面积约16.5万平方米，包括零售商场，将成为中国西部首 广大股东致以崇高的敬意和衷心的感谢。为了答谢诸位对集团 屈一指的综合性商业建筑，并开始为集团贡献稳定租金收益。与 的支持，集团董事局建议派发新币1.68仙为每股的首次及末期股 此同时，集团位于天津的购物中心建设已进入竣工阶段。未来数 息。感谢大家对我的信任，对管理层的信任。我和我的团队会更 年，随着上述项目竣工并投入使用，集团的物业出租收入将更加 加努力，以股东的长期利益为准绳，严格管理和要求，做出更好 稳健，仁恒的品牌价值也将有极大的提升。 的成绩回报所有股东。

08 YANLORD LAND GROUP LIMITED Annual Report 2009 公司股东权益净利润 上涨 44.1% 达新币 3.25 亿元

Nanjing Yanlord International Apartments Tower B

YANLORD LAND GROUP LIMITED 09 Annual Report 2009 Building Landmarks We continue to develop prime residential and commercial projects. Underscored by our key strategy to develop a robust investment portfolio, we successfully broke ground at Zhuhai Yanlord Marina Centre and launched Phase 1 of our Tianjin Yanlord Riverside Plaza in 2009 Tianjing Yanlord Riverside Plaza Operations review

Our successful business strategies coupled with an experienced and dedicated management team contributed to our stellar performance in 2009 Nanjing Yanlord Yangtze Riverbay Town

Building on key strengths such as an in-depth understanding As of 31 December 2009, the Group’s total pre-contracted sales amounted of the PRC real estate industry, strong brand equity and an to approximately S$1.2 billion. Total pre-contracted sales included S$1.0 integrated product chain, we have stayed at the forefront of billion of advances received and the balance in pre-sale proceeds that will the PRC recovery cycle and reaped the benefits of the strong be collected in subsequent financial periods. domestic economic growth. Reflecting this strong performance, the Group’s recognised revenue in FY2009 coupled with pre- In line with the increase in revenue, gross profit and profit attributable to contracted sales achieved as at 31 December 2009 totaled equity holders of the Company grew 59.6% and 44.1% to S$893.0 million S$2.8 billion. and S$325.4 million in FY2009 respectively. Gross and profit for the year margins in FY2009 for the period were 55.8% and 27.2%, respectively. Bolstered by significant growth of 33.5% in GFA delivered and 13.7% in ASP per sqm achieved to 381,597 sqm and RMB19,658 per sqm Reflecting the continued support for Yanlord’s high quality fully fitted respectively, revenue for the year surged 58.8% to approximately apartments, basic earnings per share (“EPS”) rose 39.5% to 17.23 S$1.6 billion in FY2009 from S$1.0 billion in FY2008. Singapore cents in FY2009, while EPS on a fully diluted basis rose 38.8% to 16.18 Singapore cents.

1012 YANLORD LAND GROUP LIMITED Annual Report 2009 Zhuhai Yanlord New City Garden

Sale of Property (Phase 1), also received strong support from PRC home buyers The stellar performance in FY2009 was driven largely by strong with the first launch of 250 apartment units fully sold-out during support from PRC home buyers who recognize the quality of the the first three days of its inaugural launch in August 2009. In Group’s developments and acknowledge the effort that Yanlord FY2009, Yanlord Riverside Plaza (Phase 1) achieved annual places in the creation of a quality living environment for its contracted sales of approximately RMB1.2 billion and forms a discerning customers. key launchpad for the Group’s future expansion within northern China. Testament to the continued support for Yanlord’s high quality fully fitted apartments, the Group’s key development Yanlord The ability to deliver high quality developments that consistently Riverside City in Shanghai, topped the Shanghai single project exceed consumer demands remains one of Yanlord’s key sales chart in the “Top Real Estate Development Sales Listings competitive strengths. Leveraging on this continued focus of 2009 in 10 Major Cities” survey jointly released by the China for value creation, the Group has successfully established an Real Estate Information Corporation, Shanghai E-House Real invaluable brand equity that augments its ability to raise ASPs at Estate Research Institute and China Real Estate Appraisal, for the launches of its developments. the third consecutive year with 2009 annual contracted sales of RMB5.3 billion. The Group’s new development, Yanlord To drive the continued development of the Group, Yanlord has Yangtze Riverbay Town (Phase 1) in Nanjing, similarly topped slated to launch new projects in FY2010, namely, Shanghai Yanlord the Nanjing sales chart with annual contracted sales of RMB2.0 Townhouse (formely known as Shanghai New Jiangwan Urban billion in FY2009. Area Land), Nanjing Hexi project and Tianjin Yanlord Riverside Plaza (Phase 2). Sited in prime locations, the Group is confident that these In addition to the above, the Group’s maiden entry into Tianjin’s projects will be well received by home buyers and will contribute high quality residential property sector, Yanlord Riverside Plaza significantly to the Group’s future financial performance.

YANLORD LAND GROUP LIMITED 13 Annual Report 2009 Operations review

Shanghai Yanlord Riverside City

Project Development the Group has managed to reduce the development work cycle Progress at the Group’s various developments remained on schedule and enhance cost efficiencies in this development. with approximately 235,000 sqm GFA completed in FY2009. New construction works for approximately 735,000 sqm GFA was Adhering to our corporate philosophy “to develop land with devotion initiated in FY2009 while total GFA under construction recorded a and building quality accommodation with passion”, we continue year-on-year increase of approximately 35% to approximately 1.7 to strive for excellence in our developments which has won the million sqm as at 31 December 2009. In particular, construction recognition of both our clients and industry peers. Testament to our works at Nanjing Yanlord Yangtze Riverbay Town (Phase 2), Nanjing efforts, Shanghai Yanlord Riverside City (Phase 2) was awarded Hexi project, Tianjin Yanlord Riverside Gardens (Phase 1), Suzhou the PRC National Quality Engineering Award by the PRC National Yanlord Lakeview Bay, Shanghai Yanlord Townhouse and Zhuhai Construction Committee in FY2009. Yanlord Marina Centre - Section B remain on-track for progressive completion and pre-sale from 2010 to 2012. Investment Property Portfolio Focused on developing high-end, city-centric commercial projects In line with the Group’s development schedule, construction that include retail malls, grade A office spaces, five-star hotels works at its showcase investment property development, and serviced apartments, the Group optimises the mix of each Chengdu Yanlord Landmark, was primarily completed in FY2009. investment property project to maximize returns and generate a Slated to open in 2010, the fully integrated Yanlord Landmark will recurring revenue stream that will boost shareholders’ value. incorporate prime office, retail and hospitality services within a single location. Underlining this strategy, the Group has successfully attracted many internationally renowned luxury brands such as Louis Excavation and construction works of the underground retail Vuitton, Christian Dior, Prada, Ermenegildo Zegna and Hugo Boss mall at the Tianjin Yanlord Riverside Plaza (Phase 1) remain on to undertake tenancy at its showcase integrated development schedule. Following the adoption of key process enhancements, in Chengdu Yanlord Landmark. In addition, the Group has also

1014 YANLORD LAND GROUP LIMITED Annual Report 2009 signed anchor tenancy agreements with globally renowned Profit/Loss Highlights retailers, Korea’s Lotte Department Group and Korea’s CGV (S$’000) 2008 2009 Theatre Group for its key development in Tianjin Yanlord Revenue 1,007,217 1,599,686 Riverside Plaza. Gross profit 559,468 892,991 Profit before income tax 580,883 929,044 To date, the Group has retained an aggregate GFA of Profit for the year 313,956 435,555 approximately 500,000 sqm of prime investment property Profit attributable to equity holders projects which are spread across various key cities such as of the Company 225,841 325,356 Chengdu, Nanjing, Shanghai, Tianjin and Zhuhai. As at 31 December 2009, the Group had in total completed commercial EPS (on a weighted average number of ordinary shares) (S$ cents) 12.35 17.23 development of approximately 100,000 sqm GFA. GFA delivered (sqm) 285,926 381,597 ASP per sqm (RMB) 17,294 19,658 In 2010, the Group’s integrated development, Chengdu Yanlord Landmark, will be officially opened. Earmarked by the Sichuan provincial government as a “keynote” development, Yanlord Landmark is expected to contribute positively to the Group’s future development in Chengdu.

Landbank Expansion The Group remains confident about the long-term potential of the PRC real estate sector and continues to actively pursue opportunities to expand its landbank holdings in high-growth and affluent regions within the PRC. Reflecting Yanlord’s continued confidence and ability to secure growth opportunities within the PRC real estate sector, it has acquired various key land parcels that are expected to contribute significantly to its future development.

On 25 May 2009, the Group, through its joint venture company with Sembcorp Industrial Parks Ltd. and Surbana Land Pte. Ltd., namely Singapore Intelligent Eco Island Development Pte. Ltd., signed a collaborative agreement with a Nanjing government owned enterprise to engage in primary development of the 15.0 sq km Sino-Singapore Nanjing Eco High-Tech Island in Nanjing.

On 14 September 2009, the Group signed a memorandum of understanding with the Tangshan Nanhu Eco-City Administrative Committee to explore joint investment and development of high quality residential development within the Nanhu Eco-City through its joint venture company with HB Investments (China) Pte. Ltd., Yanlord Ho Bee Investments Pte. Ltd..

YANLORD LAND GROUP LIMITED 15 Annual Report 2009 Operations review

Convention Centre, this latest site acquisition reflects the Shanghai Yanlord Townhouse Group’s continued confidence in the potential of the Chengdu real estate sector.

On 22 September 2009, the Group announced the strategic As at 31 December 2009, the Group has, in total, undeveloped acquisition of four prime residential development sites with a and under development land bank reserves of approximately total planned GFA of approximately 162,074 sqm in Waigaoqiao 4.0 million sqm GFA including approximately 1.7 million sqm District, Pudong, Shanghai through a public land auction. GFA currently under development. Sited in prime district within key high-growth cities in the PRC, these land parcels possess With an enlarged land bank of approximately 320,000 sqm in significant development potential and are expected to contribute the Waigaoqiao district, the Group will leverage on the greater positively to the Group’s future development. scalability to develop a large-scale international residential project within the area that will tap on Waigaoqiao’s buoyant Fund Raising economic development to contribute positively to the Group’s To fuel the Group’s next phase of growth through new future performance. investments across its core markets in China, Yanlord initiated the following two key fund raising activities in FY2009. On 18 December 2009, the Group announced that its subsidiaries Yanlord Land (Chengdu) Co. Ltd. and Yanlord In June and July 2009, the Group announced its concurrent Property Investments Pte. Ltd. had jointly acquired a prime offering of 110 million new ordinary shares and S$375.0 residential development site with a total planned GFA of million convertible bonds. Attracting strong interest from approximately 390,658 sqm in Panchenggang, Jinjiang global institutional investors, the offering raised approximately District, Chengdu through a public land auction. Neighbouring S$595.2 million for the Group which will be used to finance new key developments such as the Sun Hung Kai International investments and for general working capital purposes.

1016 YANLORD LAND GROUP LIMITED Annual Report 2009 Shenzhen Longgang Redevelopment Project

In December 2009, the Group obtained a 3-year US$400 million river water recycling systems” and “passive solar lighting designs” term loan facility - the largest syndicated loan for a non-state- to enhance energy efficiency for underground structures such as owned PRC property developer when it was signed. The Group carparks and foyers. Underscored by its corporate commitment will use this facility to refinance the outstanding amount of the to environmental preservation, the Group has extended these US$200 million facility dated 7 November 2007 and for general green building initiatives to its newest developments such as corporate purposes including the acquisition of new land. Opening Shanghai Yanlord Townhouse, Shanghai Waigaoqiao Area Land to very positive response from the syndicated loan market, this project and Zhuhai New City Gardens. syndication represents the continued confidence of the banking community in the Group’s future direction and development. The Group also attaches great emphasis in enhancing its property development and architectural designs. Through comprehensive Product Development reviews on unit functionality and spatial interactions, our design As a leading real-estate developer specialising in the high quality teams have revamped industrially accepted concepts on villa real estate development and property management services, designs to create brand new layouts for villas in our Shanghai Yanlord attaches great importance towards developing quality Yanlord Townhouse and Shanghai Waigaoqiao Area Land residential and commercial real estates and seeks to strike an developments that will provide customers with an added degree optimal balance across all aspects of property development, of comfort beyond that found in traditional villas. including project planning, architectural design, interior design and landscape design and ensuring that every aspect is Reflecting the success of the Group’s efforts in product research and well coordinated and fine tuned to complement each other. development, Tianjin Yanlord Riverside Plaza (Phase 1) was awarded Recognising the need for balance between the requirements of the “Green Building Design Logo” by the PRC Ministry of Construction our consumers and environmental preservation, the Group has in 2009. Subsequent to this, Chengdu Yanlord Landmark was introduced various environmental initiatives to its developments selected as one of China’s “Top 10” new landmark developments for such as the inclusion of “Green belts” as area markers, “Rain and 2009-2010.

YANLORD LAND GROUP LIMITED 17 Annual Report 2009 Operations review

In addition, Zhuhai New City Gardens was the first development in Zhuhai to be awarded the hallmark 3A residential development designation by the PRC Ministry of Construction; Suzhou Peninsula (Townhouse) similarly won the Merit Award (Constructions) awarded by the American Institute of Architects (Hong Kong Division) in 2009. These awards are extensions of the Group’s track record for product excellence which include numerous accolades for its previous developments such as Shanghai Yanlord Riverside City.

Property Management The Group is a pioneer in introducing advanced property management concepts to the PRC. In applying the Group’s management philosophy to render a comfortable and endearing living environment for our customers, the Group employs the latest technology and quality assurance standards to continually optimise our property management model. The Group works tirelessly in improving our property management service levels and through such efforts, offer our clients a unique “Yanlord” experience in superior living conditions and excellence in service and care for our customers.

Currently, our Shanghai and Nanjing property management companies have received national level accreditation for Class 1 Property Management Companies while our management companies in Zhuhai, Chengdu, Guiyang and Tianjin have received municipal level accreditations. The efforts and commitment of our property management division continue to garner recognition from within the industry. For instance, in FY2009 the Group’s Shanghai property management company was awarded the “Leading Yanlord International Apartments Clubhouse Enterprise for International Community Property Management Services” at the China International Housing Industry Exhibition which was organized by the PRC Ministry of Construction. Similarly, the Suzhou branch of our Nanjing property management company was awarded the “Luxury Attribute Award” by the International Golden Key Property Alliance. Projects under our property management division have also received numerous awards at

1018 YANLORD LAND GROUP LIMITED Annual Report 2009 Suzhou Yanlord Peninsula (Townhouse)

both the National and provincial levels. Shanghai Yanlord Gardens, to employees, the Group seeks to achieve its strategic objective Shanghai Yanlord Riverside Gardens, Nanjing Plum Mansions to maximise utilisation and development of human resources and Nanjing Orchid Mansions were awarded the title of “National within the organisation. Model for Property Management Services” by the PRC Ministry of Construction. Investor Relations Corporate transparency and timely disclosure of information to Human Resource shareholders is of key importance to Yanlord. We endeavor to We regard our human resource as one of our most valuable intangible maintain a high standard of corporate governance and proactively assets and a key contributor to the Group’s continued success. seek to engage the investment community to facilitate the In line with our mission statement of “Managing with benevolence understanding of our Group’s business strategies and growth and integrity, achieving perpetuity through perseverance”, we potentials. Quarterly financial reports as well as announcements believe in treating our employees with trust and understanding and and press releases pertaining to material updates on the Group respecting them as a partner of the organisation. We aim to create are also promptly released on the SGX website, ensuring that a positive working environment and platform for employees to investors receive timely and accurate information. demonstrate their own individual strengths and capabilities, offering an opportunity for them to develop their potential and progress Reflecting the Group’s efforts and success in maintaining strong further in their career development, creating a win-win situation for relations with the investment community and as testament to both the Group and our employees. our efforts to continually enhance our corporate governance and disclosure processes, Yanlord was awarded the “Most Yanlord regards employee development and training as an Transparent Company Award – Foreign Listed Company” (Runner integral part of the organisation, and believes that the role of its up) in October 2009 by the Securities Investors Association managers must include “managing operations” and “nurturing (Singapore) (“SIAS”). This is the second time that Yanlord has employees”. The Group has a series of training programs won this award and underscores the broad support for the implemented for managers in enhancing their management Group by the investment community. Moving forward, the Group capabilities. Through the implementation of these training will continue to maintain regular interactions with the investment programs and other relevant development opportunities offered community.

YANLORD LAND GROUP LIMITED 19 Annual Report 2009 业务回顾

一、业绩概要 上海仁恒河滨城继续占据上海市高品质住宅市场引领地位，全 凭借着集团在中国高品质精装修住宅开发的优势，仁恒把握良机 年合约销售金额人民币52.9亿元，已连续第三年蝉联上海市项 并取得优秀的表现。受惠于中国经济之持续发展及优质的仁恒品 目销售金额冠军。 牌，2009年营业收入加上截止2009年底的预售合同金额达到新 币28亿元。其中2009年营业收入达15亿9,970万元，相比2008年 南京仁恒江湾城一期在2009年7月首次开盘，以人民币19.8亿元 全年大幅增加新币5亿9,250万元，增幅高达58.8%。2009年营业 的合约销售金额获得2009年南京市项目销售金额冠军，充分显示 收入增加主要因为本年交付客户的物业面积增加及较高的平均售 出仁恒在南京高品质房地产市场的竞争实力和优势地位。 价，这两项数据相比2008年分别增长33.5%及13.7%，物业销售 均价达到每平方米人民币19,658元。截止2009年底，集团的预售 作为集团在天津的首个项目，仁恒海河广场一期自2009年8月一 合同金额达到新币12亿元，其中包括已收到的新币10亿元和其余 经推出即取得令人瞩目的销售业绩和市场反响，首批房源三天内 额将在以后的财务季度中收到。 售罄，全年合约销售金额人民币12.1亿元，集团在中国北方新开 发的城市首战告捷，市场地位进一步得到巩固。 全年的毛利润及公司股东权益的净利润分别为新币8亿9,299万 元和新币3亿2,536万元，同比分别上升59.6%及44.1%。毛利率 集团其它在售项目也都有良好的销售业绩和市场口碑，仁恒产品 和净利润率分别为55.8%和27.2%。上述经营业绩再次显示了仁 美誉度尤为凸显。在2009年内，集团还通过提升产品附加值和挖 恒在中国高品质房地产市场的开发实力、溢价能力和品牌价值。 掘项目发展潜力，引导产品价值提升，各地项目的预售价格均逐 2009年集团每股盈利为新币17.23仙，摊薄后每股盈利为新币 步攀升，反映出仁恒产品的独特吸引力和溢价能力。 16.18仙，均与2008年度分别增长39.5%及38.8%。 2010年，上海仁恒怡庭项目、南京河西项目、天津仁恒海河广场 二、物业销售 二期等位于各城市稀缺优质地段的项目将陆续销售，成为集团业 2009年，集团物业销售表现亮丽，同比都有大幅度上升。各地公司 绩新的增长点。 凭借对高品质居住环境和优良服务的坚持，发挥营造国际化社区和精 装修住宅的优势，持续赢得市场认可，吸引众多国内外高端客户。

20 YANLORD LAND GROUP LIMITED Annual Report 2009 Nanjing Yanlord Yangtze Riverbay Town

三、项目开发 四、商业地产 2009年，集团项目开发进展顺利。全年竣工建筑面积为20.6万 仁恒商业地产开发与经营坚持立足高端、持有经营、强化联盟的 平方米，新开工建筑面积73.5万平方米，年末在建工程建筑 发展策略，目前成都仁恒置地广场已引入了Louis Vuitton、Christian 面积达165.9万平方米，同比增长35.1%。其中南京仁恒江湾 Dior、Prada、Ermenegildo Zegna、Hugo Boss等众多国际一线奢侈 城二期、南京河西项目，天津仁恒河滨花园一期，苏州仁恒双 品牌旗舰店。天津海河广场已引入韩国乐天集团(LOTTE)旗下乐天 湖湾，上海仁恒怡庭，珠海仁恒滨海中心等项目顺利开工，为 百货和韩国CJ集团旗下希杰影院(CGV)。截至2009年12月31日，集 2010、2011、2012年项目竣工交付打下良好的基础，实现了 团已建、在建和规划中商业物业共50多万平方米，涵盖了高档社区 项目开发上的良性循环。 购物中心、中央商务区的都市型购物中心、甲级写字楼、五星级酒 店及服务式公寓等高端业态，分布于成都、南京、上海、天津、珠 集团在成都开发的仁恒置地广场是一个集商业、写字楼、服务 海。至今, 集团投入运营的商业物业已经达到10万平方米。 式公寓于一体的大型公共建筑，通过2006-2008近三年的建造， 2009年达到了基本竣工、部分开业的目标，为2010年的全面开业 集团首个综合型高端物业——成都仁恒置地广场获四川省人民政 创造了条件。天津仁恒海河广场一期超大超深地下商业设施结构 府批准为2009年四川省重大建设项目。项目整体预计于2010年全 施工采取中顺边逆施工技术获得成功，有效降低了施工成本，缩 部开业。 短了施工周期。 五、土地储备 项目开发中坚持“善待土地，用心造好房”的开发理念，集团范 2009年，集团紧密跟踪市场动态，重点在经济发达、生活富裕的国 围内项目管理全面实行样板先行、一房一验、一户一卡等质量制 际化城市和国家重点发展的战略区域考察和投资位置优越、富有增 度，工程质量有了新的提高，获得了市场和业主的广泛认可，仁 值潜力的项目和地块，进一步增强公司的持续发展能力。 恒品牌效应进一步提高。2009年上海仁恒河滨城二期荣获国家建 设工程鲁班奖（国家优质工程）。 2009年5月25日，由仁恒置地集团、盛邦新业集团和胜科集团与 中国南京建邺国资及河西新城国资共同投资的中新南京生态科技

YANLORD LAND GROUP LIMITED 21 Annual Report 2009 业务回顾

Shanghai Yanlord Riversid Garden

岛开发有限公司与中国江苏省南京市有关国有企业签订了关于开 六、企业融资 发建设中新南京生态科技岛的合作协议，并在中国及新加坡两国 为了促进我们业务的持续扩张并满足我们的资本需求，集团进行 领导人的见证下举行了盛大的奠基仪式。中新南京生态岛总面积 了一系列融资活动。 为15平方公里。 在2009年7月，集团同时配售1.1亿新股以及新币3.75亿元的可 2009年9月14日，集团与新加坡和美集团共同出资设立的仁恒和美 转股债券，此次双重发行得到了市场的认同与肯定，为公司募集 投资有限公司与唐山市南湖生态城管理委员会签署了关于开发“唐 资金约新币6亿元，通过这次交易，我们进一步提高了股票的流 山•新加坡南湖生态城”的框架协议。 通量，拓宽了投资者群体，使仁恒与国际资本市场的联系更加紧 密。所筹资金主要用于增加新的土地储备，以满足我们未来数年 2009年9月22日，集团旗下上海仁恒森兰置业有限公司成功竞得 的增长需求。 上海浦东森兰外高桥地块。地块获取后，仁恒森兰外高桥项目的 规模超过32万平方米，为集团在上海营造又一大型国际化社区创 在2009年12月, 集团宣布签订了3年期的4亿美元银团贷款, 此次贷 造了良好的条件。 款是在签订时作为投资中国房地产非国营开发商得到的最大银团 贷款，反映了国际金融机构对集团未来持续发展的信心与支持。 2009年12月18日，集团旗下仁恒置地（成都）有限公司与仁恒地 所贷款项将用于扩充土地储备及一般企业用途。 产投资有限公司组成竞买联合体成功竞得成都锦江区攀成钢片区 地块。地块紧邻新鸿基ICC项目，总建筑面积约39万平方米，为 七、产品研发 集团在成都的持续发展创造了良好的条件。 仁恒一贯秉承高品质的研发标准，追求高尚、完美的产品品质，并 注重对新型、环保、绿色生态及节地建筑的研发和实践，关注人与 截至2009年年底，集团储备土地可开发面积约为404万平方米， 生活、人与环境、人与细节、人与功能的完美和谐与对话，根据客 其中在建面积约为166万平方米。这些项目多位于中国高增长城 户对产品日益提高的需求，不断研发推出新产品，采用各类先进技 市的核心地段，具有可观的升值潜力。 术和先进工艺。在新近研发的项目中，应用了“生态绿墙”、“生

1022 YANLORD LAND GROUP LIMITED Annual Report 2009 态雨水回收系统”、“河道水再利用”等概念；同时充分挖掘地下 仁恒视员工为企业的合作伙伴，信任、理解并善待员工；视人才 空间，如小区内的公共下沉广场、私家的下沉庭院、以及建设有独 为企业发展的核心，注重团队培养，通过一系列措施有效实现对 特的下沉式花园的地下车库，使得阳光、自然风和绿化可直接渗透 团队的选、用、育、留，多年来一直保持员工队伍的相对稳定和 到地下停车场，充分发挥了节地建筑效益；并在集团所开发的诸多 不断成长。同时，仁恒积极为员工提供展现能力和实现个人价值 项目中得以推广及应用，如上海仁恒怡庭项目、上海仁恒森兰外高 的平台，实现企业与员工统一愿景、双赢发展。 桥项目、珠海仁恒星园项目等，充分体现了自然与生态的绿色居住 环境。 集团非常重视职业经理人队伍建设，明确经理人的职责在于“做 事”与“育人”，通过提供各类丰富的培训机会，辅之以人力资 在户型研发上，既有继承又有创新，在空间关系、交通流线、私 源优化措施，实现人力资源质量持续提升的战略目标。 属领地、室内功能布局等方面均有新的突破。颠覆了传统的横向 并列的都市型别墅的概念，研发了竖向的节地型叠加式独立别 十、投资关系 墅，既保留了传统别墅原有的优点，同时又在其基础上更进一步 集团十分重视企业的透明度及企业管治水平，并通过与投资市场 地提升了舒适度，使业主享受到传统别墅无法企及的生活品质， 的主动沟通，使各方更了解仁恒的业务发展策略及增长潜力。 并应用于上海仁恒怡庭和上海仁恒森兰外高桥项目中。 集团注重向投资者提供及时、准确的讯息批露，并建立了一系列 仁恒的产品研发得到了市场与社会的高度认可。天津仁恒海 有系统的沟通管道，向股东、投资者及分析员提供定期及可靠的 河广场一期项目是集团在北方地区首个获得“绿色建筑设计 讯息。季度业绩报告及各项公告和新闻稿均通过新加坡证券交易 星级标识”的住宅项目；成都仁恒置地广场项目入选2009— 所的官方网站公告及仁恒置地集团网站及时发布。 2010中国城市建筑新地标TOP10；珠海仁恒星园是当地首个通 过了建设部3A住宅性能的认定的住宅项目；苏州星岛仁恒住宅 继2007年后，仁恒在本年度再一次获得新加坡证券投资者协会颁 小区项目荣获美国建筑师学会香港协会2009年（建筑组）优异 发的“最高企业透明度－国际公司”银奖项。 奖；上海仁恒河滨城项目曾多次获得优秀住宅金奖、优秀住宅- 规划建筑奖（其代表行业最高水平的奖项）等奖项。

八、物业服务 秉承“恒心服务，一生呵护”的服务宗旨，仁恒物业不断完善和 优化自身的管理模式，持续提升物业管理服务水平，使得业主和 住户能享受到安全、舒适、健康、贴心的个性化特色服务。

集团现拥有上海仁恒物业和南京仁恒物业两家国家物业管理一级 资质企业以及珠海、成都、贵阳、天津四家三级资质物业管理企 业，形成了一支拥有丰富的国际化物业管理经验的专业团队。 2009年内仁恒旗下的物业公司取得了多项荣誉，得到了业内的认 可，例如上海仁恒物业在2009中国国际住宅产业博览会暨既有建 筑改造和物业管理品牌峰会上获得“中国国际物业管理品牌企业 奖”，南京仁恒物业苏州分公司荣获国际金钥匙联盟颁发的“品 位服务奖”等。集团所管理的项目也获得了多项国优、省优荣誉 例如上海仁恒滨江园、上海仁恒河滨花园、南京梅花山庄、南京 玉兰山庄等荣获“全国物业管理示范住宅小区”称号。

九、人力资源 集团坚持并倡导“仁信治业、持之以恒”的企业精神，善待土 地，善待员工，通过良好的职业发展平台和优秀的企业文化吸引 和保留人才。仁恒一贯将人才战略列为集团发展战略的重要组成 部分，并从机制上加以落实和完善。

YANLORD LAND GROUP LIMITED 23 Annual Report 2009 Expanding Geographically Tapping on the significant potential for growth in China’s property sector, we actively seek out strategic acquisitions that will further extend our presence in key growth cities and enhance our long term business development Expanding Geographically

Chengdu Yanlord Landmark OperationAL highlights

Nanjing Bamboo Gardens

26 YANLORD LAND GROUP LIMITED Annual Report 2009 Operations highlights

Gross Property Sales by City in FY2009 Gross Property Sales by Project in FY2009

Nanjing Bamboo Others Gardens (Phase 3) Zhuhai Suzhou 11.6% Others 4.2% 4.4% Nanjing Yanlord 11.6% 0.1% Suzhou Yanlord Peninsula 11.6% International Apartments, Chengdu Tower B Nanjing 1.1% 5.7% 10.3% Zhuhai Yanlord New City Gardens Shanghai Yanlord (Phase 2 - Section 1) Riverside City (Phase 2) 11.4% 12.5%

Shanghai 65.3%

Shanghai Yanlord Riverside City (Phase 3) 50.2% GFA Contribution by City in FY2009 GFA Contribution by Project in FY2009

Others Chengdu Others 0.3% 8.4% Nanjing Bamboo 4.1% Gardens (Phase 3) Zhuhai Suzhou Yanlord Peninsula 7.1% 24.9% Nanjing 18.1% 13.0% Nanjing Yanlord International Apartments, Tower B 5.6% Shanghai Yanlord Zhuhai Yanlord Riverside City (Phase 2) New City Gardens 7.8% (Phase 2 - Section 1) Suzhou 24.5% 18.1%

Shanghai Shanghai Yanlord 39.6% Riverside City (Phase 3) 28.5%

Segregation of GFA by Completed Development Properties Zhuhai Suzhou Development Status & Cities Chengdu 6.7% 4.2% Guiyang 4.0% 1.6%

Nanjing 28.8% Shanghai 54.7%

Total 3.13million sqm Properties Under Development Properties Held for Future Development

Zhuhai Chengdu Zhuhai Tianjin 19.4% 9.9% 3.6% 13.4% Chendu 16.4%

Nanjing Suzhou 24.7% 10.1% Nanjing Tianjin 14.0% 22.2%

Shenzhen Shanghai Total Suzhou Total 22.4% Shanghai 13.4% 10.4% 20.1% 1.66million sqm 2.38million sqm YANLORD LAND GROUP LIMITED 27 Annual Report 2009 Innovative Collaborations Architecture requires a balance between form and functionality. To ensure the highest standards for our developments, we actively collaborate with partners to create new and innovative ways that seamlessly blend environmentally conscious concepts into our developmental designs Innovative Collaborations

Nanjing Yanlord Yangtze Riverbay Town Financial highlights Revenue and Profitability FY2007 - FY2009

Revenue Gross Profit (S$million) (S$million)

1,600 893 1,500 800

600 1,000 1,228 1,007 553 559 400 500 200

FY 2007 2008 2009 FY 2007 2008 2009

Profit Attributable to Profit for the year Equity Holders of the Company (S$million) (S$million) 436 400 325 300

300 337 314 200 222 226 200

100 100

FY 2007 2008 2009 FY 2007 2008 2009

Credit Ratios As at 31 December 2007 2008 2009 Net Debt / Equity (1) 15% 51% 4% Total Debt / Equity (1) 50% 68% 47% Total Debt / Capitalization (2) 33% 40% 32%

(1) Equity = Equity attributable to equity holders of the Company + Minority interests (2) Capitalization = Total debt + Equity attributable to equity holders of the Company + Minority interests

30 YANLORD LAND GROUP LIMITED Annual Report 2009 Development Schedule Summary

Completed Development Properties Remaining Unsold/Held for Investment /Fixed Assets Interest Commencement (Saleable Project City Attributable Date Completion Date GFA (sqm) Area, sqm) Type

Hengye International Plaza (1) (恒业国际广场) (1) Chengdu 51% December-04 April-06 40,655 39,999 S Hengye Star Gardens (1) (恒业星园) (1) Chengdu 51% May-06 April-08 83,943 4,671 R, S Xintian Centre (新天商业中心) Guiyang 67% november-03 october-04 14,376 658 S Yanlord Villas (仁恒别墅) Guiyang 67% June-04 March-06 36,131 0 R Bamboo Gardens (翠竹园) Nanjing 100% november-00 December-08 394,310 2,237 R Orchid Mansions (1) (玉兰山庄) (1) Nanjing 100% november-00 September-03 69,649 340 R Plum Mansions, including Lakeside Mansions (Phase 1-4) (梅花山庄.湖畔之星) Nanjing 100% May-94 December-02 327,667 967 R Yanlord International Apartments, Tower A (1) (仁恒国际公寓，A栋) (1) Nanjing 100% May-04 December-07 43,567 37,940 H Yanlord International Apartments, Tower B (仁恒国际公寓，B栋) Nanjing 100% May-04 June-08 67,683 16,119 R Yanlord Apartments (仁恒公寓) Shanghai 67% november-94 november-97 13,579 0 R Yanlord Gardens (仁恒滨江园) Shanghai 67% november-97 September-03 415,360 791 R Yanlord Plaza (1) (仁恒广场) (1) Shanghai 67% March-93 november-96 53,049 4,189 R, S Yanlord Riverside City (Phase 1) (仁恒河滨城，一期) Shanghai 67% May-03 September-06 264,765 2,419 R Yanlord Riverside City (Phase 2) (1) (仁恒河滨城，二期) (1) Shanghai 67% August-05 May-08 264,899 12,907 R, S Yanlord Riverside City (Phase 3) (仁恒河滨城，三期) Shanghai 67% March-07 August-09 148,528 13,022 R Yanlord Riverside Gardens (仁恒河滨花园) Shanghai 56% May-02 March-07 319,756 0 R Yanlord Town (仁恒家园) Shanghai 50% September-05 December-07 75,573 140 R Yunjie Riverside Gardens (Phase 1) (运杰河滨花园，一期) Shanghai 51% March-05 April-08 158,046 6,136 R, S Yanlord Peninsula (Apartment - Phase 1) (星屿仁恒，一期) Suzhou 100% May-06 March-09 39,669 3,153 R Yanlord Peninsula (Townhouse) (星岛仁恒) Suzhou 100% november-05 June-09 91,963 19,837 R Yanlord New City Gardens (Phase 1) (1) (仁恒星园，一期) (1) Zhuhai 90% September-06 December-07 101,624 8,337 R, S Yanlord New City Gardens (Phase 2 - Section 1) (仁恒星园，二期一段) Zhuhai 90% August-07 December-09 107,981 14,430 R

Total 3,132,773 188,292

R = Residential O = Office S = Shop & Retail H = Hotel & Serviced Apartment (1) Consists of properties held for investment with unexpired terms of lease between 35-65 years as at 31 December 2009

YANLORD LAND GROUP LIMITED 31 Annual Report 2009 Development Schedule Summary

Properties Under Development

Actual Estimated Interest Commencement Completion Project City Attributable Date Date GFA (sqm) Type

Yanlord Landmark (4) Chengdu 100% August-06 July-10 164,781 O, S, H (仁恒置地广场) (4) Nanjing Hexi Land Nanjing 60% July-09 2nd Quarter 2012 96,909 R, S (南京河西地块) Yanlord Yangtze Riverbay Town (Phase 1) (1) Nanjing 60% January-08 1st Quarter 2011 124,260 R, S (仁恒江湾城，一期) (1) Yanlord Yangtze Riverbay Town (Phase 2) (1) Nanjing 60% September-09 4th Quarter 2012 189,045 R, S (仁恒江湾城，二期) (1) Yanlord Riverside City (Phase 3) Shanghai 67% March-07 June-10 62,501 R (仁恒河滨城，三期) Yanlord Townhouse (2) Shanghai 100% September-09 4th Quarter 2011 64,688 R (仁恒怡庭) (2) Yunjie Riverside Gardens (Phase 2) Shanghai 51% July-08 2nd Quarter 2011 94,916 R, S (运杰河滨花园，二期) Suzhou Wuzhong Area C1 Land - Villas Suzhou 100% October-08 3rd Quarter 2011 15,481 R (苏州吴中区C1地块-别墅) Yanlord Lakeview Bay - Land Parcel A7 Suzhou 60% October-09 2nd Quarter 2012 95,871 R, S (仁恒双湖湾，A7地块) Yanlord Peninsula (Apartment - Phase 2) Suzhou 100% May-06 June-10 60,673 R (星屿仁恒，二期) Yanlord Riverside Gardens (Phase 1) (3) Tianjin 80% October-09 2nd Quarter 2013 158,056 R (仁恒河滨花园，一期) (3) Yanlord Riverside Plaza (Phase 1) (4) Tianjin 100% October-07 3rd Quarter 2013 209,843 R, S (海河广场，一期) (4) Yanlord Marina Centre - Section B Zhuhai 95% November-09 1st Quarter 2014 130,232 R, S (仁恒滨海中心，B段) Yanlord New City Gardens (Phase 2 - Section 2) Zhuhai 90% May-08 4th Quarter 2012 192,220 R (仁恒星园，二期二段)

Total 1,659,476

R = Residential O = Office S = Shop & Retail H = Hotel & Serviced Apartment

(1) Formerly known as Yanlord Yangtze Riverside City (2) Formerly known as Shanghai New Jiangwan Urban Area Land（上海新江湾地块） (3) Formerly known as Tianjin Haihe Land（天津海河地块 - 仁恒滨河水岸） (4) Consists of properties held for investment with unexpired terms of lease between 36-66 years as at 31 December 2009

32 YANLORD LAND GROUP LIMITED Annual Report 2009 Development Schedule Summary

Properties Held for Future Development

Estimated Estimated Interest Commencement Completion Project City Attributable Date Date GFA (sqm) Type

Chengdu Jinjiang Panchenggang Land Chengdu 100% 2011 2015 390,658 R (成都锦江攀成钢地块) Yanlord Yangtze Riverbay Town (Phase 3-4) (1) Nanjing 60% November-10 2015 330,690 R (仁恒江湾城，三，四期) (1) Shanghai San Jia Gang Land Plot Shanghai 67% Under Planning Under Planning 35,831 R (仁恒滨海度假村) Shanghai Waigaoqiao Area Land Shanghai 60% August-10 2014 325,632 R (上海森兰外高桥地块) Shanghai Qingpu Land Shanghai 51% June-10 3rd Quarter 2013 117,459 R (上海青浦地块) Shenzhen Longgang District Redevelopment Project Shenzhen 75% Under Planning Under Planning 390,000 R (深圳龙岗区 - 城中村改造项目) Shenzhen Longgang District Economic Residential Housing Shenzhen 75% Under Planning Under Planning 144,064 R (深圳龙岗区 - 经济适用房) Yanlord Lakeview Bay - Land Parcel A1-A6 Suzhou 60% August-10 2nd Quarter 2015 241,313 R (仁恒双湖湾，A1-A6 地块) Yanlord Riverside Gardens (Phase 2) (2) Tianjin 80% 2011 2015 168,914 R (仁恒河滨花园，二期) (2) Yanlord Riverside Plaza (Phase 2) Tianjin 100% 2011 2015 149,873 R, O (海河广场，二期) Yanlord Marina Centre - Section A Zhuhai 95% 2011 2016 86,350 O, S, H (仁恒滨海中心，A段)

Total 2,380,784

R = Residential O = Office S = Shop & Retail H = Hotel & Serviced Apartment

(1) Formerly known as Yanlord Yangtze Riverside City (2) Formerly known as Tianjin Haihe Land（天津海河地块 - 仁恒滨河水岸）

YANLORD LAND GROUP LIMITED 33 Annual Report 2009 Our Project Showcase From posh residences to towering landmarks; a showcase of the unique Yanlord experience

Tianjin

Nanjing Shanghai

Suzhou Chengdu

Zhuhai Shenzhen

SANYA

34 YANLORD LAND GROUP LIMITED Annual Report 2009 Our project showcase

Yanlord Shanghai Townhouse

Yanlord Townhouse is the Group’s latest representation of its steadfast commitment to developing high quality residential projects that continually exceed the demand of its customers. Ideally situated within one of few remaining wetland ecological conservation zones in Shanghai, the approximately 65,000 sqm GFA Yanlord Townhouse development comprises of high-quality fully furnished villas and stylistic apartment blocks that are seamlessly integrated with the lush natural surroundings. Featuring a comprehensive range of amenities including private elevators, heated indoor swimming pools, tennis courts, clubhouses and expansive gardens, Yanlord Townhouse builds on key European architectural elements coupled with the Asian concept of harmony to create a unique blend that balances form and functionality. Sited in New Jiangwan City, in close proximity to the Shanghai Wu Jiao Chang Central Business District and the Yangpu University District, Yanlord Townhouse seeks to provide its residents with homes that satisfy their business schedules and recreational needs. Yanlord Townhouse has been slated to launch in the fourth quarter of 2011.

Shanghai Yanlord Townhouse

YANLORD LAND GROUP LIMITED 35 Annual Report 2009 Our project showcase

Shanghai Yanlord Riverside City Shanghai Yanlord Riverside City Yanlord Riverside City carries on Yanlord’s tradition of building high-end residences as represented by Yanlord Gardens and Yanlord Riverside Gardens. The project, part of the Lianyang International Community, is located at the heart of Pudong New Area’s Administrative and Cultural Center. Adjacent to the crossing of major transportation routes of Dingxiang Road and Jinxiu Road, it offers easy connection to Lujiazui Finance and Trade Zone, Pudong International Airport, Jinqiao Export Processing Zone, Waigaoqiao Free Trade Zone and Zhangjiang Hi-tech Park where a large number of foreign invested businesses are in operation. Yanlord Riverside City is blessed with many amenities, including the 140-hectare Century Park to the south, and Shanghai Science and Technology Museum, Oriental Art Center and Tomson Golf Course within its vicinity. Yanlord Riverside City has a GFA of 740,000 sqm. The green area ratio of the project is as high as 60%. It also features a 50- meter wide boulevard, a 40-meter-wide Yangjing Creek meandering through, 7,000 sqm coast-themed sports and recreation area. Yanlord Riverside City is the culmination of Yanlord’s experience in developing fully-fitted residences. As one of the largest international residential development in Shanghai, it now accommodates many senior expatriate business executives. Yanlord Riverside City has garnered several awards for its architectural design, engineering, landscaping, decoration finishing, etc. The widely acclaimed quality has made Yanlord Riverside City a market hit since its launch. To date it has ranked top in sales for residential developments in Shanghai consecutively for 2007, 2008 and 2009.

1036 YANLORD LAND GROUP LIMITED Annual Report 2009 Our project showcase

Yanlord Yangtze Nanjing Riverbay Town Located along Yangtze River in Hexi New Area, Nanjing, Yanlord Yangtze Riverbay Town occupies a land area of approximately 305,000 sqm, which will be developed into a total GFA of approximately 644,000 sqm. The project is divided into four phases of which the construction works of the first and second phases are currently on going.

Nanjing Yanlord Yangtze Riverbay Town

YANLORD LAND GROUP LIMITED 37 Annual Report 2009 Chengdu Yanlord Landmark

Chengdu Yanlord Landmark

Yanlord Landmark is a key investment property project of Yanlord in Western China. Located at the heart of Chengdu CBD along major arterial roads, the project neighbours top-grade office buildings, five-star hotels and luxury department stores. It is ideally situated with the Metro Line No. 1 and other business resources in close vicinity. Yanlord Landmark has a planned GFA of approximately 165,000 sqm above ground and upon completion will incorporate office areas, serviced apartments and a high-end shopping mall offering retail, conference, residence, and other business and recreation facilities. It is positioned to be a top-end property that represents the highest technical and service standards and will cater to the needs of MNCs who plan to locate their regional headquarters in Chengdu. Yanlord has engaged a world renowned architectural consultant as well as other renowned professionals for their expertise to ensure that the project excels in all aspects ranging from engineering, landscaping to business operation, contributing to Chengdu’s integration into the global business arena. Commencing its construction work in August 2006, Yanlord Landmark will be completed and fully operational in 2010. The office space of the project will meet the demands of international corporations in Chengdu with its high quality fittings and is expected to accommodate regional headquarters of big domestic and foreign companies. The serviced apartments in Yanlord Landmark, managed by Fraser Hospitality from Singapore, will meet the demands of high-end business travelers, affording them with luxury and comfort during their stay in Chengdu. Yanlord Landmark will also be the epitome of the retail market of Chengdu, showcasing the latest fashion from the flagship stores of many international luxury brands including Louis Vuitton, Christian Dior, Prada, Ermenegildo Zegna and Hugo Boss.

1038 YANLORD LAND GROUP LIMITED Annual Report 2009 Suzhou Yanlord Peninsula (Townhouse)

Yanlord Peninsula Suzhou (Townhouse)

Yanlord Peninsula (Townhouse) is the first project of Yanlord in Suzhou. Situated at 1808 and 2388 Tongda Road, Yanlord Peninsula (Townhouse) is a lakeside villa project in the high-end residential area of Suzhou in the vicinity of Jinji Lake and Dushu Lake. While enjoying the serenity of the lakeside area, it is also conveniently connected to the old downtown Suzhou and Suzhou Industrial Park. Located on a peninsula protruding into the 11.52 sq km Dushu Lake, Yanlord Peninsula (Townhouse), made up of 350 townhouses and duplexes, has a total GFA of around 92,000 sqm. The 1.5 km lake coast line, together with crossing canals, offers the project with superb view and privacy. The architecture of the project is that of a coach house which provides customers with brand-new experiences, and was ranked among the Top 10 Best Properties in the scenic city in 2007.

YANLORD LAND GROUP LIMITED 39 Annual Report 2009 Tianjin Yanlord Riverside Plaza

Tianjin Yanlord Riverside Plaza

Yanlord Riverside Plaza represents Yanlord’s venture into the fast-growing Bohai Rim Region. Located in the traditional downtown area of Tianjin, Yanlord Riverside Plaza enjoys local commercial and historical resources. It is also connected to the city’s subway system. Yanlord Riverside Plaza occupies a land area of approximately 95,000 sqm and has a total GFA of approximately 520,000 sqm of which approximately 337,000 sqm is above ground. The project is a modern building complex that incorporates residential apartments, an office building and retail spaces. With the addition of a large-scale central complex and a pedestrian shopping street to the region, the office building in the northwest will also be a focal point of the project overlooking the Haihe River. Yanlord Riverside Plaza features various ecological initiatives that include a ground level green atrium. An underground green landscape will also be developed to provide perennial greenery to the project. Yanlord Riverside Plaza, with multiple facets of commerce, recreation, and tourism, is set to be an iconic project in Tianjin.

1040 YANLORD LAND GROUP LIMITED Annual Report 2009 Zhuhai Yanlord Marina Centre Zhuhai Yanlord Marina Centre

Yanlord Marina Centre, located along Qinglu Road (South) near the sea coast, is to be built into a landmark of Zhuhai City. Lying adjacent to Gongbei Customs Checkpoint to Macau, the project will enjoy easy access to the entrance of the planned Hong Kong-Zhuhai-Macau Bridge as well as the transport interchange of the light rail connecting Zhuhai and Guangzhou. Yanlord Marina Centre, upon completion, will be a showcase development of Zhuhai City. The total GFA of Yanlord Marina Centre will be approximately 217,000 sqm. Construction commenced in 2009. The project comprises a 5-star hotel, high-grade residence, offices and retail shops. The Group is in discussions with a world-renowned hospitality group to manage the hotel. The sea-view hotel, residential apartments, offices and the shopping arcades are slated to be key highlights of Zhuhai’s future skyline.

YANLORD LAND GROUP LIMITED 41 Annual Report 2009 Board of Directors

Mr. Zhong Sheng Jian Mr. Zhong Siliang Chairman and CEO Executive Director

Mr. Zhong Sheng Jian is the founder, Chairman and CEO of Yanlord Mr. Zhong Siliang is our executive director and was appointed as Land Group Limited and is responsible for its overall management our director on May 11, 2006. His last re-election as director was and strategy development. His last re-election as director was on April 29, 2009. Since October 2005, he has held the position on April 29, 2008. Since the 1980s, Mr. Zhong has founded and of assistant general manager of our Investments Department and established a number of businesses in trading, manufacturing, real in this capacity, Mr. Zhong Siliang assists in the evaluation of new estate and financial services spanning China, Singapore, Hong business developments and conducts feasibility studies on potential Kong, Australia, Vietnam and Thailand. He started our property property transactions for investments. development business in the early 1990s through the setting up of our offices in Shanghai and Nanjing, which are now part of the SGX Mr. Zhong Siliang is responsible for establishing relations with mainboard listed Yanlord Land Group Limited. architectural firms, real estate consultants and the district and national government officials, for the execution of our investments Due to his investments in and contribution to various parts of China, in the PRC. He also works closely with our CEO and Chairman, Mr. Mr. Zhong has been awarded Honorary Citizenships in Nanjing, Zhong Sheng Jian, and assists in other group decisions. In addition, Zhuhai and Shanwei in the PRC. In 2005, he was also awarded Mr Zhong Siliang assists in the overall management of Yanlord the White Magnolia Award in Shanghai for his contributions to the Land (Shenzhen) Co., Ltd. and is also the Deputy Director of our Municipal City of Shanghai. operations in the Group since 2007.

Mr. Zhong is a member of several Singapore-China investment Mr. Zhong Siliang graduated with a Bachelor Degree in Business and trade committees, including Singapore-Sichuan Trade and Administration from University of Portsmouth, England in 2005. Investment Committee, Singapore-Tianjin Economic & Trade Council, Singapore-Jiangsu Cooperation Council, Singapore-Guangdong Collaboration Council and Network China. He is also a member of the Tianjin People’s Political Consultative Conference Standing Committee and has also been appointed as Chairman, International Affairs Committee of the Singapore Chinese Chamber of Commerce & Industry and Board Member of Business China.

42 YANLORD LAND GROUP LIMITED Annual Report 2009 Board of directors

Ms. Chan Yiu Ling Mr. Hong Zhi Hua Executive Director Executive Director

Ms. Chan Yiu Ling is our executive director and was appointed as Mr. Hong Zhi Hua is our executive director and was appointed as our director on May 11, 2006. Her last re-election as director was our director on September 20, 2006. His last re-election as director on April 29, 2008. Since 1999, she has been assisting our Chairman was on April 27, 2007. Mr. Hong has also been our Executive and CEO, Mr. Zhong Sheng Jian, and is responsible for various Vice-President since May 2005 and is responsible for human administrative functions of our Group. Prior to that, she was the resources, recruitment, and other corporate and administration sales manager of Yanlord Industrial Ltd., where she managed its matters. Prior to joining our Group, he was a director and CEO of sales and marketing department for close to 10 years. Ms. Chan Shanghai Hua Hong Investment Management Co., Ltd., assistant has approximately eight years of administration experience working general manager of Shanghai Lujiazui Financial District Holdings as an administration executive in various companies before joining and vice-president of Shanghai Waigaoqiao Free Zone Holdings. us. Ms. Chan graduated with a diploma from the Chinese YMCA From 1992 to 1999, he was the Deputy Department Head of Secretarial Course in 1982. Shanghai Pudong New District Economics and Trade Commission and was responsible for boosting trade in the area and attracting investments. From 1985 to 1992, he was the honorary secretary for the Youth Division of the Shanghai Communications Bureau, where he was involved in the administration of the Youth Division and its related educational institute.

Mr. Hong holds a doctorate in business administration from the University of South Australia and a Master’s degree in Business Administration from La Trobe University. In 1997, he graduated with a Bachelor’s degree in Business Administration from the Shanghai University, PRC.

YANLORD LAND GROUP LIMITED 43 Annual Report 2009 Board of Directors

Mr. Ronald Seah Lim Siang Mr. Ng Ser Miang Lead Independent Director Independent Director

Mr. Ronald Seah Lim Siang is our lead independent director and Mr. Ng Ser Miang is our independent director and was appointed as was appointed to the Board on May 11, 2006. His last re-election our director on May 11, 2006. His last re-election as director was on 29 as director was on April 29, 2008. Over a 26-year period between April, 2009. He has been the Chairman and founder of TIBS International 1980 and 2005, he held various senior positions within the AIG Pte. Ltd. since 1981 and is a Vice Presdent of the International Olympic Group in Singapore, initially as AIA Singapore’s Vice-President Committee (IOC). He is also the Chairman of the National Trades and Chief Investment Officer managing the investment portfolio Union Congress Choice Homes Co-operative Ltd. and NTUC Fairprice of AIA Singapore and later as AIG Global Investment Corporation Cooperative Ltd., WBL Corporation Limited and an independent director (Singapore) Ltd’s Vice President of Direct Investments. Between of SPH Holdings Ltd. Mr. Ng has served and is serving as independent 2001 and 2005, Mr. Seah was also the Chairman of the Board of director on several public listed and private companies ranging from AIG Global Investment Corporation (Singapore) Ltd. insurance, finance, venture capital, leisure industries and transport. Mr. Ng serves as the Chairman of Network China. He served as a member From 1978 to 1980, Mr. Seah managed the investment portfolio of of the Asia Pacific Economic Cooperation (APEC) Business Advisory Post Office Savings Bank as Deputy Head of the Investment and Committee (ABAC) from 2001 to September 2008. Credit Department. Prior to that, he worked at Singapore Nomura Merchant Bank as an Assistant Manager with responsibilities He is on the Resource Panel (Chinese Newspaper Division) of the covering the sale of bonds and securities and offshore (ACU) loan Singapore Press Holdings Ltd. and was the Chairman of the Singapore administration for the bank. Between 2002 and 2003, Mr. Seah Sports Council from 1991 to 2002. Mr. Ng was appointed a Justice served on the panel of experts of the Commercial Affairs Department of the Peace in September 2005 and was a Nominated Member of of Singapore. Parliament from June 2002 to January 2005. In 1999, he was also conferred the Public Service Star, a National Day Award, by the Mr. Seah graduated with a Bachelor of Arts and Social Sciences Singapore Government and awarded the Outstanding Chief Executive (second upper honors) from the then University of Singapore in of the Year Award (Singapore Business Award) in 1992. Mr. Ng 1975. graduated with a Bachelor’s degree in Business Administration (honors) from the then University of Singapore and was also conferred a Fellow at the Chartered Institute of Transport (FCIT).

44 YANLORD LAND GROUP LIMITED Annual Report 2009 Board of directors

Lieutenant-General (Retired) Ms. Ng Shin Ein Ng Jui Ping Independent Director Independent Director

Ms Ng Shin Ein is our independent director and was appointed to Lieutenant-General Ng Jui Ping (Retired) is our independent director the Board on May 11, 2006. Her last re-election as director was on and was appointed on September 20, 2006. His last re-election as April 29, 2009. She is the Regional Managing Director for Asia of Blue director was on April 27, 2007. He leads his own consulting business, Ocean Associates Pte Ltd, a pan Asian firm focused on investing in and August Asia Consulting Pte Ltd and holds selective non-executive Board providing financing solutions to businesses. She is also in charge of the positions in other companies. He is currently an Independent Director on firm’s portfolio of European and U.S. partners co-investing in Asia. the Board of SGX Mainboard-listed Pacific-Andes (Holdings) Limited.

Prior to this, Ms Ng was with the Singapore Exchange, where she Mr Ng has a distinguished 30-year military career that culminated with was responsible for developing Singapore’s capital market by bringing his appointment as the Chief of Defence Force, Singapore, from 1992 foreign companies to list in Singapore. Additionally, she was part of to 1995. He has received numerous awards for distinguished service the Singapore Exchange’s IPO Approval Committee, where she to Singapore, including the Meritorious Service Medal (Military) in 1995 contributed industry perspectives to the committee, and also acted as and has been conferred prestigious awards by regional countries. a conduit between the marketplace and regulators. Upon retirement from his military career, Mr Ng entered the private Ms Ng practiced as a corporate lawyer in Messrs Lee & Lee for a sector and co-founded an IT/Internet company that was listed on number of years where she advised on joint ventures, mergers and the SGX Mainboard in Jan 2000. To-date, Mr Ng has held various acquisitions and fund raising exercises. positions including Deputy Chairman of the Central Provident Fund Board, Singapore; Director of PSA International Pte Ltd., Chairman of Ng Shin Ein also sits on the board of NTUC Fairprice, and First PSA’s China and North East Asia grouping; Chairman of Chartered Resources Limited, a listed palm oil company. Industries of Singapore Pte Ltd; Corporate Advisor to Singapore Technologies Pte Ltd and Singapore Technologies Engineering Ltd; Chairman, Singapore Technologies Automotive Ltd, Chairman, Ordnance Development & Engineering of Singapore (1996) Pte Ltd and Vice-President of the Football Association of Singapore. He was also an advisor to Aldar, the largest Abu Dhabi property developer, and to Chesterton International Property Consultants Pte Ltd. General Ng holds a Masters of Arts degree in History from Duke University, USA and completed the Advanced Management Programme in Harvard Business School, USA.

YANLORD LAND GROUP LIMITED 45 Annual Report 2009 KEY MANAGEMENT

Mr. Chen Yue has been our Executive Vice-President since April 2005 and is responsible for projects development. He has more than 10 years of management experience as the general manager of Yanlord Investment (Nanjing) Co., Ltd, managing our investments in Nanjing from 1994 to 2005. Prior to joining Yanlord, he was a manager of Lufeng City Finance and Commercial Trading Co., Ltd from 1992 to 1993. He was also the head of three other factories in Lufeng City from 1978 to 1991, namely the Lufeng City Erqing Agency Plastic Material Factory, Lufeng City Donghai Paper Factory and Lufeng City Donghai Glass Factory.

Ms. Tan Shook Yng has been our Executive Vice-President since April 2010. She has also been our Group General Counsel and Company Secretary since 2006. She is responsible for our corporate planning and overseeing our legal and regulatory compliance functions. She has more than 10 years of experience as a lawyer practicing cross-border corporate, commercial and corporate finance laws, including areas of mergers and acquisitions, restructuring, initial public offerings, rights and bond issues, private placements, joint ventures, investment advice, stock exchange issues and employee share schemes. Prior to joining our Group, she was a partner of a leading Singapore law firm, co-heading its Greater China Practice Group. Ms. Tan’s prior work experience includes a position as the Senior Assistant Registrar of the Registry of Companies & Businesses of Singapore (now known as Accounting and Corporate Regulatory Authority of Singapore), and a senior associate with international law firm, Baker & McKenzie. She is an advocate and solicitor of the Supreme Court of Singapore and a member of the Singapore Academy of Law.

Mr. Jim Chan Chi Wai has been our Group Financial Controller since 2003. He is responsible for our day-to-day finance and accounting functions and is also involved in the supervision of our finance staff. He has more than 10 years of experience as an auditor and accountant. Prior to joining our company, he was the financial controller of Komark Hong Kong Co., Ltd., a subsidiary of Komark Corp Berhad, a multinational company listed in Malaysia, for approximately two years. He was also a senior accountant at Cathay International Limited, a multinational company with investments in the United Kingdom and the PRC from 1997 to 2001 and senior audit accountant at Price Waterhouse Coopers from 1993 to 1997. Mr. Chan graduated with a Bachelor of Arts in Accountancy with Second Class Honors, Upper Division, from the City University of Hong Kong in 1993. He is a certified public accountant registered with the Hong Kong Institute of Certified Public Accountant and a fellow of the Association of Chartered Certified Accountants, Hong Kong.

Mr. Zhuang Hui Ping has been the General Manager of our Shanghai operations since 2005 and is responsible for the overall management of our business and properties in Shanghai. From 2004 to 2005, he was responsible for managing our real estate business in Suzhou as a general manager of Suzhou Zhonghui Property Development Co., Ltd. Prior to that, he was the assistant general manager of Yanlord Investment (Nanjing) Co., Ltd from 1996 to 2004. Between 1987 and 1999, he was the assistant general manager of Yanlord Industrial (Shenzhen) Co., Ltd and was also responsible for the sales and marketing policies of the business. Between 1995 and 1996, he was the assistant manager of Riverfront Jin Feng Trading Co., Ltd as an assistant manager. Mr Zhuang graduated from PLA Nanjing Institute of Politics with a Bachelor’s degree.

Mr. Zhang Hao Ning has been the General Manager of our Nanjing operations since 2005 and is responsible for the overall management of our business in Nanjing. He was our assistant general manager between 2000 and 2005, and the manager of our operations department from 1994 to 2000. Prior to joining us, he worked as a cost engineer in the Architecture Design Institute, Nanjing and Hong Kong Changjiang Pte Ltd, Nanjing between 1990 and 1994, and was responsible for the management of their engineering budgets and was also involved in the design work of an architecture design institute. Mr. Zhang obtained a Masters degree in Economics from the Nanjing University in the PRC in 1995. He is also a registered cost engineer.

46 YANLORD AND GROUP LIMITED Annual Report 2009 Key management

Mr. Xiao Zujun has been the General Manager of our operations in Suzhou since November 2006 and is responsible for the overall business in Suzhou. Prior to this, Mr. Xiao was the assistant general manager of our Suzhou subsidiary from 2004 to 2005. Between 2002 and 2004, Mr. Xiao was the general manager of our Chengdu subsidiary. In 1992, Mr. Xiao participated in the setting up of Guizhou Hanfang Group and assumed the position of the group’s vice general manager. In the same year, he helped set up Guizhou Hanfang Real Estate Development Company and took responsibilities as the company’s general manager. From 1983 to 1992, Mr. Xiao worked for the Personnel Department of Guizhou University. Mr. Xiao Zujun graduated from Guizhou University in 1983 with a Bachelor’s degree in History. Mr. Xiao qualified as a practicing lawyer in China since 1988.

Mr. Huang Zhong Xin has been the General Manager of our Chengdu operations since 2005 and is responsible for the overall management of our operations in Chengdu. Since 2002, he served as an assistant general manager and later the general manager of Yanlord Industrial (Chengdu) Co., Ltd. He was involved in the day to day operations of the company. Mr. Huang has been with the Yanlord group since 1989. He was first involved in the international trading business of Yanlord Holdings until 1993. Subsequently, he was the assistant general manager of Yanlord Industrial (Shenzhen) Co., Ltd and was responsible for setting up of industrial centres for two years. From 1994 to 2002, he was an assistant manager at Yanlord Investment (Nanjing) Co., Ltd and acting general manager of Yanlord Property Management Co., Ltd and was involved in the marketing, project planning and property management functions of these companies. He graduated with a Bachelor’s degree in Literature from Beijing Humanities Correspondence University in 1988.

Mr. Lam Ching Fung has been the General Manager of our Zhuhai operations since 2005 and assumed the role of General Manager of our Shenzhen operations in May 2009. He is responsible for the overall management of our operations in Zhuhai and Shenzhen. He was previously the director of the Zhuhai Special Economic Zone Longshi Bottle Capping Factory where he was responsible for the overall management of the business. Mr. Lam has completed an executive course in Advanced Business Management conducted by the Qinghua University, Zhuhai.

Mr. Dai Gang assumed the role of General Manager of our Tianjin operations in May 2009. Prior to this, Mr Dai was the General Manager of our Shenzhen operations since February 2008. In addition he is also our Group’s chief engineer and the vice general manager of our Shanghai subsidiary. Mr. Dai joined our Shanghai subsidiary in March 1993 and rose through the ranks as an electric engineer, project manager, department manager, deputy chief engineer and vice general manager. Mr. Dai has been chairing the committee for fully-fitted apartments under the Residential Property Developers’ Union, Shanghai Federation of Industry & Commerce since October 2005. Mr. Dai graduated from Shanghai Textile Technology College and majored in Industrial Automation. Mr. Dai is a certified supervisory engineer.

Mr. Chung Chiu Yan has been an Executive Director of one of our subsidiaries, Yanlord Investment (Nanjing) Co., Ltd. since 2004. Prior to joining us, he worked as an executive at Guangdong Province Lufeng Supplies Association for five years. Between 1980 and 1985, he worked at Guangdong Province Lufeng City West River Sanitisation Factory. He was a teacher at Guangdong Province Lufeng New Light Primary School from 1975 to 1980. Mr. Chung graduated from China Guangdong Province Lufeng Longshan High School in 1965.

Mr. Zheng Xi has been serving as the Vice-Chairman on the board of one of our subsidiaries, Yanlord Investment (Nanjing) Co., Ltd. since 1995 and is responsible for the day to day operations of the Group’s business in Nanjing. Prior to joining us, Mr. Zheng was the assistant general manager of Guangdong Province Shenzhen Yanlord Huayou Co., Ltd. for five years. Between 1969 and 1988, he was the deputy supervisor of Guangdong Province Lufeng Supplies Association. Mr. Zheng majored in business management in the Guangdong Province China Finance and Trade Management College and graduated in 1986.

YANLORD LAND GROUP LIMITED 47 Annual Report 2009 CORPORATE INFORMATION

BOARD OF DIRECTORS EXECUTIVE VICE-PRESIDENT / SHARE REGISTRAR AND Zhong Sheng Jian, COMPANY SECRETARY TRANSFER OFFICE Chairman and Chief Executive Officer Tan Shook Yng Boardroom Corporate & Advisory Zhong Siliang, Services Pte. Ltd. Executive Director GROUP FINANCIAL CONTROLLER 50 Raffles Place Chan Yiu Ling, Jim Chan Chi Wai Singapore Land Tower #32-01 Executive Director Singapore 049483 Hong Zhi Hua, HEAD, CORPORATE FINANCE (Appointed on March 7, 2006) Executive Director AND RELATIONS Ronald Seah Lim Siang, Anyi Wang PRINCIPAL BANKERS Lead Independent Director Industrial and Commercial Bank of China Ng Ser Miang, REGISTERED OFFICE Bank of Shanghai Independent Director 9 Temasek Boulevard The Hongkong and Shanghai Ng Shin Ein, #36-02 Suntec Tower Two Banking Corporation Ltd Independent Director Singapore 038989 The Royal Bank of Scotland Ng Jui Ping, Tel: (65) 6336 2922 Standard Chartered Bank Independent Director Fax: (65) 6238 6256 DBS Bank Ltd Registration No.: 200601911K AUDIT COMMITTEE STOCK EXCHANGE LISTING Ronald Seah Lim Siang, Chairman WEBSITE Singapore Exchange Securities Trading Ng Shin Ein http://www.yanlordland.com Limited Ng Jui Ping AUDITORS DATE AND COUNTRY OF NOMINATING COMMITTEE Deloitte & Touche LLP INCORPORATION Ng Ser Miang, Chairman 6 Shenton Way #32-00 13 February 2006, Singapore Ronald Seah Lim Siang DBS Building Tower Two Zhong Sheng Jian Singapore 068809 Partner-in-charge: Wong-Yeo Siew Eng REMUNERATION COMMITTEE (Appointed on April 29, 2008) Ng Jui Ping, Chairman Ronald Seah Lim Siang Ng Shin Ein

RISK MANAGEMENT COMMITTEE Ng Shin Ein, Chairman Ng Ser Miang Ng Jui Ping Zhong Sheng Jian

48 YANLORD LAND GROUP LIMITED Annual Report 2009 CORPORATE GOVERNANCE STATEMENT

Yanlord Land Group Limited (“Company” and its group of companies, “Group”) is committed to complying with the Code of Corporate Governance 2005 (“Code”) so as to safeguard the interests of the shareholders (“Shareholders”). This statement outlines the Company’s corporate governance processes and activities that were in place during the fi nancial year.

BOARD MATTERS

Principle 1: Board’s Conduct of Affairs

The principal functions of the board of directors of the Company (“Board”) include, among others, supervising the overall management and performance of the business and affairs of the Group and approving the Group’s corporate and strategic policies and direction.

Matters which are specifi cally reserved for the Board’s approval include, among others, signifi cant corporate matters and major undertakings. The Board dictates the strategic direction and management of the Company through quarterly reviews of the fi nancial performance of the Group. To facilitate effective management, certain functions of the Board have been delegated to various Board’s committees, namely, the Audit Committee (“AC”), the Nominating Committee (“NC”), the Remuneration Committee (“RC”) and the Risk Management Committee (“RMC”) (collectively, “Board Committees”).

The Company’s Articles of Association (“AA”) are suffi ciently fl exible to allow a Director to participate at a meeting via telephone, video conference or by means of similar communication equipment. In the course of the fi nancial year under review, the number of meetings held and attended by each of the Board and Board Committees is as set out below:

BOARD Meetings AC Meetings NC Meetings RC Meetings RMC Meetings Directors Held* Attendance Held* Attendance Held* Attendance Held* Attendance Held* Attendance Zhong Sheng Jian 6 6 — — 1 1 — — 1 1 Zhong Siliang 6 6 ———————— Chan Yiu Ling 6 6 ———————— Hong Zhi Hua 6 5 ———————— Ronald Seah Lim Siang66441111—— Ng Ser Miang6 5——11——11 Ng Shin Ein 6644——1111 Ng Jui Ping 6544——1111

Notes:

* Refl ects the number of meetings held during the time that the director held offi ce.

- Indicates that the director was not a member of that committee during the year.

New directors, upon appointment, are given information on the Group’s business, structure and corporate and strategic direction. The directors are also encouraged to visit the development sites of the Group as and when time permits, and to receive further relevant briefi ngs, particularly on relevant new laws and regulations, from time to time, if necessary.

Principle 2: Board Composition and Guidance

The Board comprises:

1. Zhong Sheng Jian: Chairman and Chief Executive Offi cer 2. Zhong Siliang: Executive Director 3. Chan Yiu Ling: Executive Director 4. Hong Zhi Hua: Executive Director 5. Ronald Seah Lim Siang: Lead Independent Director 6. Ng Ser Miang: Independent Director 7. Ng Shin Ein: Independent Director 8. Ng Jui Ping: Independent Director

YANLORD LAND GROUP LIMITED 49 ANNUAL REPORT 2009 CORPORATE GOVERNANCE STATEMENT

There is a strong and independent element on the Board, with independent directors making up half of the Board. The Board believes that the size and composition of the Board, their experience and core competencies in various fi elds are appropriate and effective, taking into consideration the scope and nature of operations of the Company.

Principle 3: Chairman and Chief Executive Offi cer

Zhong Sheng Jian currently fulfi lls the role of Chief Executive Offi cer (“CEO”) and Chairman of the Board (“Chairman”).

The Board has not adopted the recommendation of the Code to have separate directors appointed as the Chairman and the CEO. This is because the Board is of the view that there is a suffi ciently strong independent element on the Board to enable independent exercise of objective judgement on the corporate affairs of the Group. Pursuant to the recommendation in the Code, the Company has also appointed Ronald Seah Lim Siang as its lead independent director.

The Chairman, Zhong Sheng Jian is responsible for, among others, exercising control over the quality, quantity and timeliness of the fl ow of information between the management of the Company (“Management”) and the Board, and assisting in ensuring compliance with the Company’s guidelines on corporate governance.

Principle 4: Board Membership Principle 5: Board Performance

Nominating Committee (“NC”)

The NC makes recommendations to the Board on all board appointments. The majority of the members of the NC, including its chairman, are independent. The chairman of the NC is Ng Ser Miang who is not directly associated with a substantial shareholder as prescribed in the Code. The other 2 members are Zhong Sheng Jian and Ronald Seah Lim Siang. The NC is guided by its terms of reference which set out its responsibilities. The NC will be responsible for:

(a) reviewing and recommending the nomination and re-election of our directors having regard to the director’s contribution and performance;

(b) determining on an annual basis whether or not a director is independent; and

(c) assessing the performance of our Board and contribution of each director to the effectiveness of the Board.

New directors are appointed by the Board after taking into consideration the recommendation made by the NC of such Board appointments. The AA of the Company requires new directors appointed during the year to submit themselves for re- election at the next Annual General Meeting (“AGM”) of the Company. The AA also requires one-third of the Board to retire by rotation at every AGM. This means that no director may stay in offi ce for more than three years without being re-elected by shareholders.

The Company has in place a system to assess the performance of the Board as a whole and the contribution of each director to the effectiveness of the Board (“Performance Assessment”). The results of the Performance Assessment were reviewed by the NC and circulated to the Board for consideration thereafter.

The NC, in considering the re-appointment of any director, evaluates the performance of the director. The assessment parameters include attendance record at meetings of the Board and Board Committees, intensity of participation at meetings and the quality of interventions.

The Board adopts the independence test recommended by the Code. Taking into account the independence test, the NC considers and determines the independence of directors.

Key information regarding the directors is set out in this Annual Report under the heading entitled “Board of Directors”.

Principle 6: Access to Information

The Board was provided with fi nancial information, as well as relevant background information and documents relating to items of business to be discussed at Board meetings prior to the scheduled meetings. The directors may (whether individually or as a group), in the furtherance of their duties, take independent professional advice (e.g. auditors), if necessary, at the Company’s expense.

50 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 CORPORATE GOVERNANCE STATEMENT

The Board has separate and independent access to the Company’s Management and Company Secretary at all times.

The Company Secretary attends all Board and Board Committees meetings. The role of the Company Secretary includes responsibility for ensuring that Board procedures are followed and applicable rules and regulations are complied with. Under the direction of the Chairman, the Company Secretary also ensures good information fl ows within the Board and its Board Committees and between the Management and independent directors.

REMUNERATION MATTERS

Principle 7: Procedure for Developing Remuneration Policies Principle 8: Level and Mix of Remuneration Principle 9: Disclosure of Remuneration

Remuneration Committee (“RC”)

The RC comprises 3 members, all of whom are independent directors. The chairman of the RC is Ng Jui Ping and the other 2 members are Ronald Seah Lim Siang and Ng Shin Ein.

The RC is guided by its terms of reference, which set out its responsibilities. The RC recommends to our Board, a framework of remuneration for the directors and reviews the remuneration packages of the executive directors. The recommendations of our RC are submitted for endorsement by the Board. All aspects of remuneration, including but not limited to directors’ fees, salaries, allowances, bonuses and benefi ts in kind are reviewed by our RC. The RC also reviews the remuneration of senior management and administers the Company’s Share Option Scheme 2006.

No director or member of the RC has been involved in deciding his own remuneration package. The total remuneration mix for the CEO, executive directors and top 5 key executive offi cers (who are not also directors) of the Group comprises three key components, namely, basic salary, annual performance incentive and other benefi ts including benefi ts-in-kind.

Save for directors’ fees, which have to be approved by the Shareholders at every AGM, the independent directors do not receive any remuneration from the Company.

The remuneration (which includes basic salaries, annual performance incentive, directors’ fees and other benefi ts including benefi ts-in-kind) paid or payable to each of the following personnel as at 31 December 2009 (“FY2009”) based on their respective employment periods served in FY2009, in bands of S$250,000, are as follows:

(1) Remuneration of Directors for FY2009

Annual Other benefi ts Basic Performance Directors’ including Remuneration Bands Salary Incentive Fees benefi ts in kind Total

S$5,000,000 to S$5,249,999 Zhong Sheng Jian 5% 94.7% 0 0.3% 100%

S$250,000 to S$499,999 Hong Zhi Hua 69% 31% 0 0 100%

Below S$250,000 Chan Yiu Ling75%25%00100% Zhong Siliang 77% 23% 0 0 100% Ronald Seah Lim Siang 0 0 100% 0 100% Ng Ser Miang 0 0 100% 0 100% Ng Shin Ein 0 0 100% 0 100% Ng Jui Ping 0 0 100% 0 100%

YANLORD LAND GROUP LIMITED 51 ANNUAL REPORT 2009 CORPORATE GOVERNANCE STATEMENT

(2) Remuneration of the top 5 Key Executive Offi cers (who are not also directors) for FY2009

Annual Other benefi ts Basic Performance Directors’ including Remuneration Bands Salary Incentive Fees benefi ts in kind Total

S$250,000 to S$499,999 Chen Yue 71% 29% 0 0 100% Tan Shook Yng 75% 25% 0 0 100% Dai Gang 60%40%00100%

Below S$250,000 Chan Chi Wai 75% 25% 0 0 100% Lam Ching Fung 59% 41% 0 0 100%

Employees who are immediate family members (i.e. spouse, child, adopted child, step-child, brother, sister and parent) of a director or the CEO, and whose remuneration exceed S$150,000 during the year.

Two key employees whose remuneration exceeds S$150,000 during FY2009 are related to our Chairman and CEO, Zhong Sheng Jian and our Executive Director, Zhong Siliang. The remuneration of both key employees are within the remuneration band of below S$250,000 each.

The Company has the following share option schemes:

(1) Yanlord Land Group Pre-IPO Share Option Scheme; and

(2) Yanlord Land Group Share Option Scheme 2006 (collectively, the “Schemes”).

Details of the Schemes are set out in the Report of the Directors.

ACCOUNTABILITY AND AUDIT

Principle 10: Accountability

The Board understands its accountability to the shareholders for the Group’s performance, and Management understands its role in providing all members of the Board with fi nancial accounts and information, which present a balanced and comprehensive assessment of the Group’s performance, fi nancial position and prospects on a regular basis.

The Management is accountable to the Board and presents to the Board, quarterly and full-year fi nancial results after the same are reviewed by the Audit Committee. The Board reviews and approves the results and authorizes the release of results to the public via SGXNET.

Principle 11: Audit Committee (“AC”)

The AC comprises 3 independent directors. The chairman of the AC is Ronald Seah Lim Siang and the other 2 members are Ng Shin Ein and Ng Jui Ping. The AC is guided by its terms of reference which set out its responsibilities.

Our AC will assist our Board in discharging its responsibility to safeguard our assets, maintain adequate accounting records, develop and maintain effective systems of internal control, with the overall objective of ensuring that the Management creates and maintains an effective control environment in our Group. Our AC will provide a channel of communication between the Board, the Management and our external auditors on matters relating to audit.

52 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 CORPORATE GOVERNANCE STATEMENT

Our AC will meet periodically to perform the following functions:

(a) review with the external auditors and where applicable, our internal auditors, their audit plans, their evaluation of the system of internal accounting controls, their letters to Management and the Management’s response;

(b) review quarterly and annual fi nancial results announcements before submission to the Board for approval, focusing in particular on changes in accounting policies and practices, major risk areas, signifi cant adjustments resulting from the audit, compliance with accounting standards and compliance with the SGX-ST Listing Manual and any other relevant statutory or regulatory requirements;

(c) review the internal control procedures and ensure co-ordination between the external auditors and the Management, and review the assistance given by the Management to the auditors, and discuss problems and concerns, if any, arising from audits, and any matters which the auditors may wish to discuss (in the absence of the Management, where necessary);

(d) review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on our operating results or fi nancial position, and the Management’s response;

(e) consider and recommend the appointment or re-appointment of the external auditors and matters relating to the resignation or dismissal of the auditors;

(f) review interested person transactions (if any) falling within the scope of Chapter 9 of the Listing Manual;

(g) review potential confl icts of interest, if any;

(h) undertake such other reviews and projects as may be requested by the Board, and report to the Board its fi ndings from time to time on matters arising and requiring the attention of our AC; and

(i) generally undertake such other functions and duties as may be required by statute or the SGX-ST Listing Manual, or by such amendments as may be made thereto from time to time.

Our AC meets, at a minimum, on a quarterly basis. In the event that a member of the AC is interested in any matter being considered by the AC, he will abstain from reviewing that particular transaction or voting on that particular resolution. If necessary, the AC also meets with the internal and external auditors without the presence of Management. The internal and external auditors have unrestricted access to the AC and vice versa. The AC has been given full access to and co-operation of the Management and has reasonable resources to enable it to discharge its function properly.

The AC, having reviewed all non-audit services provided by the external auditors to the Group in FY2009, is satisfi ed that the nature and extent of such services would not affect the independence of the external auditors.

Principle 12: Internal Controls

The Board is responsible for the Company’s internal control measures to safeguard shareholders’ investments. The internal controls are intended to provide reasonable but not absolute assurance against material misstatements or losses and include the safeguarding of assets, the maintenance of proper accounting records, the reliability of fi nancial information, compliance with appropriate legislations, regulations and best practices, and the identifi cation and containment of business risks.

YANLORD LAND GROUP LIMITED 53 ANNUAL REPORT 2009 CORPORATE GOVERNANCE STATEMENT

Risk Management Committee (“RMC”)

The RMC comprises 4 members. The chairman of the RMC is Ng Shin Ein and the other 3 members are Zhong Sheng Jian, Ng Ser Miang and Ng Jui Ping. The RMC is guided by its terms of reference which set out its responsibilities including:

(a) identifying, measuring, managing and controlling risks that may have a signifi cant impact on our property development activities;

(b) reviewing and assessing our risk related policies and methodologies; and

(c) considering and reviewing matters that may have a signifi cant impact on the stability and integrity of the property market in China.

The Board and AC are satisfi ed that there are adequate internal controls in the Company.

Principle 13: Internal Audit

The Group has an in-house internal audit function (“Internal Audit”) that is independent of the activities it audits. The Internal Audit reports directly to the AC chairman, and administratively to the Chairman and CEO.

The key role of the Internal Audit is to promote effective internal control in the Group and to monitor the performance and effective application of internal audit procedures. The Internal Audit is expected to meet the standard set by internationally recognised professional bodies including the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors. The AC is satisfi ed that the Company’s internal audit function is adequately resourced.

COMMUNICATION WITH SHAREHOLDERS

Principles 14 & 15: Communication with Shareholders

In line with continuous disclosure obligations of the Company, the Board’s policy is that shareholders be informed promptly of any major development that may have a material impact on the Group’s performance. Information is communicated to shareholders on a timely basis, through annual reports that are to be issued to all shareholders within the mandatory period, quarterly fi nancial statements announcements, press releases and other relevant announcements via SGXNET. The Company does not practice selective disclosure.

The Company operates its corporate website at www.yanlordland.com through which shareholders will be able to access updated information on the Group. The website provides corporate announcements, press releases and other information of the Group.

At the AGM, shareholders will be given the opportunity to express their views and make enquiries regarding the business and operations of the Group. Separate resolutions are proposed for substantially separate issues at the AGM.

DEALINGS IN SECURITIES

The Company has adopted and implemented an internal compliance code to provide guidance to its Directors and key employees in relation to the dealings in its securities issued by the SGX-ST. Directors and key employees who have access to material price sensitive information are prohibited from dealing in securities of the Company prior to the announcement of a matter that involves material unpublished price sensitive information. They are also prohibited from dealing in the Company’s securities one month prior to the announcement of the Company’s full year fi nancial statements and two weeks before the announcement of the Company’s fi nancial statements for each of the fi rst three quarters of its fi nancial year.

54 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 REPORT OF THE DIRECTORS

The directors present their report together with the audited consolidated fi nancial statements of the Group and the statement of fi nancial position and statement of changes in equity of the Company for the fi nancial year ended December 31, 2009.

1 DIRECTORS

The directors of the Company in offi ce at the date of this report are:

Zhong Sheng Jian Zhong Siliang Chan Yiu Ling Hong Zhi Hua Ronald Seah Lim Siang Ng Ser Miang Ng Shin Ein Ng Jui Ping

2 ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS BY MEANS OF THE ACQUISITION OF SHARES AND DEBENTURES

Neither at the end of the fi nancial year nor at any time during the fi nancial year did there subsist any arrangement whose object is to enable the directors of the Company to acquire benefi ts by means of the acquisition of shares or debentures in the Company or any other body corporate, except for the options mentioned in paragraph 5 of the Report of the Directors.

3 DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES

The directors of the Company holding offi ce at the end of the fi nancial year had no interests in the share capital and debentures of the Company and related corporations as recorded in the register of directors’ shareholdings kept by the Company under Section 164 of the Singapore Companies Act (“Act”) except as follows:

Holdings registered Holdings in which directors are in the name of directors deemed to have an interest Name of directors and companies At beginning At end At beginning At end in which interests are held of year of year of year of year

The Company

a) Ordinary shares

Zhong Sheng Jian (1) 1,987,000 5,487,000 1,277,514,000 1,267,514,000 Z h o n g S i l i a n g 2 0 , 0 0 0 2 0 , 0 0 0 – – Chan Yiu Ling (2) 20,000 20,000 5,000 25,000 Hong Zhi Hua (3) 3 1 0 , 0 0 0 3 1 0 , 0 0 0 – – R o n a l d S e a h L i m S i a n g 5 0 , 0 0 0 5 0 , 0 0 0 – – N g S e r M i a n g 3 0 0 , 0 0 0 4 0 0 , 0 0 0 – – N g S h i n E i n 3 8 , 0 0 0 3 8 , 0 0 0 – –

YANLORD LAND GROUP LIMITED 55 ANNUAL REPORT 2009 REPORT OF THE DIRECTORS

3 DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES (Cont’d)

Holdings registered Holdings in which directors are in the name of directors deemed to have an interest Name of directors and companies At beginning At end At beginning At end in which interests are held of year of year of year of year

b) Convertible notes due 2012 ($’000)

Z h o n g S h e n g J i a n – 16 ,7 5 0 – – N g S e r M i a n g 5 0 0 5 0 0 – – N g S h i n E i n 2 5 0 2 5 0 – –

(1) Zhong Sheng Jian is deemed to be interested in 1,267,514,000 ordinary shares in the Company held by Yanlord Holdings Pte. Ltd. (“YHPL”). YHPL is a company which is owned by Zhong Sheng Jian (95% shareholding interest) and his spouse (5% shareholding interest).

(2) 25,000 shares in the Company held by the spouse of Chan Yiu Ling.

(3) Interest held via nominee account.

The directors’ benefi cial interest in other related corporations’ shares and debentures were as follows:

Holdings registered Holdings in which directors are in the name of directors deemed to have an interest Name of directors and companies At beginning At end At beginning At end in which interests are held of year of year of year of year

Immediate holding company

Yanlord Holdings Pte. Ltd. (Ordinary shares)

Zhong Sheng Jian 95,000,000 95,000,000 5,000,000 5,000,000

Related corporations

(i) Yanlord Capital Pte. Ltd. (Ordinary shares)

Zhong Sheng Jian – – 1 1

(ii) Yanlord Industries Pte. Ltd. (Ordinary shares)

Zhong Sheng Jian – – 1 1

By virtue of Section 7 of the Singapore Companies Act, the relevant directors are deemed to have an interest in the Company and all the related corporations of the Company.

The directors’ interests in the shares and convertible notes of the Company as at January 21, 2010 were the same as at December 31, 2009.

4 DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITS

Since the beginning of the fi nancial year, no director has received or become entitled to receive a benefi t which is required to be disclosed under Section 201(8) of the Act, by reason of a contract made by the Company or a related corporation with the director, or with a fi rm of which he is a member, or with a company in which he has a substantial fi nancial interest, except as disclosed in these fi nancial statements or the fi nancial statements of the relevant related corporations within the Group, if any. Certain directors received remuneration from related corporations in their capacity as directors and/or executives of those related corporations.

56 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 REPORT OF THE DIRECTORS

5 SHARE OPTIONS AND CONVERTIBLE NOTES

5.1 Yanlord Land Group Pre-IPO Share Option Scheme (“Pre-IPO ESOS”)

(a) On June 21, 2006, the options to subscribe for an aggregate of 14,592,000 ordinary shares in the capital of the Company pursuant to the Pre-IPO ESOS were duly granted. The Pre-IPO ESOS is non-recurring and there will be no further issue of any options under this Scheme.

The options under the Pre-IPO ESOS grant the right to the holder to subscribe for new ordinary shares of the Company at a discount of fi fteen percent (15%) of the IPO offer share price of $1.08. The options granted under the Pre-IPO ESOS will be exercisable after the second anniversary of the date of grant of the options and all options must be exercised before the fi fth anniversary from the date of grant of the options.

Each option grants the holder the right to subscribe for one ordinary share in the Company. The options may be exercised in full or in part thereof.

The Pre-IPO ESOS is administered by the Pre-IPO Share Option Management Committee (“Pre-IPO ESOS Committee”) comprising the following members:

Zhong Sheng Jian Chairman and Chief Executive Offi cer Zhong Siliang Executive Director Chan Yiu Ling Executive Director Ronald Seah Lim Siang Lead Independent Director

In exercising its discretion, the Pre-IPO ESOS Committee must act in accordance with any guidelines that may be provided by the Board of Directors.

(b) The details of the movement of the options granted under the Pre-IPO ESOS during the fi nancial year are set out below:

Balance at Exercise Date of beginning Balance at Exercise price per grant of year Granted Exercised Lapsed end of year period share

June 21, 2006 7,402,000 – (2,090,000) – 5,312,000 June 22, 2008 $0.92 to June 20, 2011

(c) The details of share options granted under the Pre-IPO ESOS to the directors of the Company are as follows:

Aggregate options Aggregate options Options granted since lapsed since granted commencement of commencement of Aggregate options during Pre-IPO ESOS Pre-IPO ESOS outstanding as at Directors the year u p t o e n d o f y e a r u p t o e n d o f y e a r end of year

Chan Yiu Ling – 700,000 – 700,000 Hong Zhi Hua – 300,000 – 300,000 Zhong Siliang – 300,000 – 300,000

The directors’ interests in the options of the Company as at January 21, 2010 were the same as at December 31, 2009.

YANLORD LAND GROUP LIMITED 57 ANNUAL REPORT 2009 REPORT OF THE DIRECTORS

5 SHARE OPTIONS AND CONVERTIBLE NOTES (Cont’d)

5.1 Yanlord Land Group Pre-IPO Share Option Scheme (“Pre-IPO ESOS”) (Cont’d)

(d) During the fi nancial year,

(i) no participant to the Pre-IPO ESOS is a controlling shareholder of the Company nor its associates; and

(ii) save as disclosed above, no participant to the Pre-IPO ESOS received options which represent 5% or more of the total number of options available under the Pre-IPO ESOS.

5.2 Yanlord Land Group Share Option Scheme 2006 (“ESOS 2006”)

The ESOS 2006 will provide eligible participants with the opportunity to participate in the equity of the Company and motivate them towards better performance through increased dedication and loyalty. The aggregate number of shares that may be issued or issuable under the plan at any time may not exceed 15% of the then issued share capital.

The Remuneration Committee (“RC”) comprises 3 independent directors, and they are Ng Jui Ping, Ronald Seah Lim Siang and Ng Shin Ein. The RC administers the ESOS 2006.

Options may be granted to employees and directors of the Company or any of the related entities, which include the subsidiaries or any entities in which the Company holds a substantial ownership interest, including any such employees or directors who are associates of the controlling shareholder. The controlling shareholder is not eligible to participate in the ESOS 2006.

In general, the plan administrator determines the exercise price of an option. The exercise price may be a fi xed or variable price related to the fair market value of the ordinary shares. The term of each award will be stated in the award agreement. The term of an award will not exceed 10 years from the date of the grant, or fi ve years from the date of grant in the case of options granted to non-executive directors or employees of related entities other than subsidiaries. In general, the plan administrator determines, or the award agreement specifi es, the vesting schedule.

The Board of Directors may at any time amend, suspend or terminate the ESOS 2006. Amendments to the plan are subject to shareholder approval to the extent required by law, or stock exchange rules or regulations. Additionally, shareholder approval is specifi cally required to increase the number of shares available for issuance under the plan or to extend the term of an option beyond 10 years. Unless terminated earlier, the plan will expire and no further awards may be granted after the tenth anniversary of the shareholder’s approval of the plan.

This scheme will continue to be in force at the discretion of the RC subject to a maximum period of 10 years commencing on the date the ESOS 2006 was adopted by the Company in general meeting. However, ESOS 2006 may continue beyond the above stipulated period with the approval of shareholders by ordinary resolution in general meeting and of any relevant authorities that may then be required.

During the fi nancial year, no option was granted under the ESOS 2006.

5.3 Convertible Notes

The Company issued convertible notes due in 2012 and convertible notes due in 2014 in 2007 and in the fi nancial year respectively as disclosed in Note 21 to the fi nancial statements.

58 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 REPORT OF THE DIRECTORS

6 OPTIONS EXERCISED

During the fi nancial year, 2,090,000 shares were issued pursuant to the exercise of options granted under the Pre-IPO ESOS.

Save as disclosed above, no share of the Company or any corporation in the Group was allotted and issued by virtue of the exercise of options to take up unissued shares of the Company or any corporation in the Group.

7 UNISSUED SHARES UNDER OPTIONS

Save as disclosed above, there was no option granted by the Company or any corporation in the Group to any person to take up unissued shares of the Company or any corporation in the Group as at the end of the fi nancial year.

8 AUDIT COMMITTEE

At the date of this report, the Audit Committee comprises the following members:

Ronald Seah Lim Siang Chairman and Lead Independent Director Ng Jui Ping Independent Director Ng Shin Ein Independent Director

The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act, Cap. 50. The functions performed are detailed in the Corporate Governance Report.

The Audit Committee has recommended to the directors the nomination of Deloitte & Touche LLP for re-appointment as external auditors of the Group at the forthcoming Annual General Meeting of the Company.

9 AUDITORS

The auditors, Deloitte & Touche LLP, have expressed their willingness to accept re-appointment.

ON BEHALF OF THE DIRECTORS

Zhong Sheng Jian

Chan Yiu Ling

March 24, 2010

YANLORD LAND GROUP LIMITED 59 ANNUAL REPORT 2009 STATEMENT OF DIRECTORS

In the opinion of the directors, the consolidated fi nancial statements of the Group and the statement of fi nancial position and statement of changes in equity of the Company set out on pages 62 to 114 are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at December 31, 2009, and of the results, changes in equity and cash fl ows of the Group and the changes in equity of the Company for the fi nancial year then ended and at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts when they fall due.

ON BEHALF OF THE DIRECTORS

Zhong Sheng Jian

Chan Yiu Ling

March 24, 2010

60 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 INDEPENDENT AUDITORS' REPORT To the Members of Yanlord Land Group Limited

We have audited the accompanying fi nancial statements of Yanlord Land Group Limited (the Company) and its subsidiaries (the Group) which comprise the statements of fi nancial position of the Group and the Company as at December 31, 2009, the income statement, statement of comprehensive income, statement of changes in equity and statement of cash fl ows of the Group and the statement of changes in equity of the Company for the year then ended, and a summary of signifi cant accounting policies and other explanatory notes, as set out on pages 62 to 114.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these fi nancial statements in accordance with the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore Financial Reporting Standards. This responsibility includes: devising and maintaining a system of internal accounting controls suffi cient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profi t and loss account and balance sheet and to maintain accountability of assets; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion,

(a) the consolidated fi nancial statements of the Group and the statement of fi nancial position and statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at December 31, 2009 and of the results, changes in equity and cash fl ows of the Group and changes in equity of the Company for the year ended on that date; and

(b) the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.

Deloitte & Touche LLP Public Accountants and Certifi ed Public Accountants

Singapore March 24, 2010

YANLORD LAND GROUP LIMITED 61 ANNUAL REPORT 2009 STATEMENTS OF FINANCIAL POSITION December 31, 2009

GROUP COMPANY Note 2009 2008 2009 2008 $’000 $’000 $’000 $’000

ASSETS

Non-current assets Property, plant and equipment 7 34,997 39,078 – – I n v e s t m e n t p r o p e r t i e s 8 6 6 7, 4 8 0 3 47, 3 2 4 – – P r o p e r t i e s f o r d e v e l o p m e n t 9 1, 9 5 4 , 6 9 2 2 ,15 0 , 6 6 7 – – I n v e s t m e n t s i n s u b s i d i a r i e s 10 – – 515 , 3 19 515 , 3 19 Investments in jointly controlled entities 11 28,340 – – – A v a i l a b l e - f o r- s a l e i n v e s t m e n t 12 10 , 2 2 0 10 , 4 4 5 – – I n t a n g i b l e a s s e t 13 12 5 12 8 – – Deferred tax assets 14 17,254 5,637 – – Total non-current assets 2,713,108 2,553,279 515,319 515,319

Current assets I n v e n t o r i e s 5 2 3 47 7 – – C o m p l e t e d p r o p e r t i e s f o r s a l e 9 2 4 0 , 3 6 4 5 0 6 , 2 4 4 – – P r o p e r t i e s u n d e r d e v e l o p m e n t f o r s a l e 9 2 ,111,13 3 1, 2 4 6 , 7 0 8 – – Tr a d e r e c e i v a b l e s 1, 6 2 1 1, 5 47 – – O t h e r r e c e i v a b l e s a n d d e p o s i t s 15 112 , 6 8 6 41, 9 2 3 – – Non-trade amounts due from: S u b s i d i a r i e s 5 – – 1, 5 3 2 , 9 3 0 1, 3 5 2 , 6 4 0 J o i n t l y c o n t r o l l e d e n t i t i e s 11 2 5 – Minority shareholders of subsidiaries 16 163,008 83,808 – – Other related party 6 110 80 – – H e l d - f o r- t r a d i n g i n v e s t m e n t 17 2 , 0 17 1,10 1 – – P l e d g e d b a n k d e p o s i t s 18 5 , 0 4 2 8 , 2 7 2 – – Cash and bank balances 18 1,357,059 375,741 247,244 380 Total current assets 3,993,588 2,265,901 1,780,174 1,353,020

Total assets 6,706,696 4,819,180 2,295,493 1,868,339

62 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 STATEMENTS OF FINANCIAL POSITION December 31, 2009

GROUP COMPANY Note 2009 2008 2009 2008 $’000 $’000 $’000 $’000

EQUITY AND LIABILITIES

Capital and reserves Share capital 19 1,454,576 1,226,168 1,454,576 1,226,168 Reserves 920,379 643,157 60,022 35,093 Equity attributable to equity holders of the Company 2,374,955 1,869,325 1,514,598 1,261,261 Minority interests 810,082 461,051 – – Total capital and reserves 3,185,037 2,330,376 1,514,598 1,261,261

Non-current liabilities Bank loans - due after one year 20 507,083 829,366 – – Convertible notes 21 664,808 323,562 664,808 323,562 D e f e r r e d t a x l i a b i l i t i e s 14 118 , 8 7 5 4 6 , 6 4 0 – – Non-trade amount due to: A minority shareholder of a subsidiary 16 40,592 69,564 – – Total non-current liabilities 1,331,358 1,269,132 664,808 323,562

Current liabilities Tr a d e p a y a b l e s 2 2 3 6 4 , 5 4 4 3 3 5 , 511 – – Other payables 23 1,081,362 223,790 10,765 463 Non-trade amounts due to: A s u b s i d i a r y 5 – – 9 9 , 9 9 2 2 7 1, 5 3 8 Directors 6 5,319 7,186 5,280 7,045 A shareholder 6 50 4,470 50 4,470 M i n o r i t y s h a r e h o l d e r s o f s u b s i d i a r i e s 16 3 0 , 6 5 5 3 , 9 8 4 – – O t h e r r e l a t e d p a r t y 6 – 1 – – I n c o m e t a x p a y a b l e 4 5 7, 6 8 7 2 9 7, 3 9 1 – – Bank loans - due within one year 20 250,684 347,339 – – Total current liabilities 2,190,301 1,219,672 116,087 283,516

Total equity and liabilities 6,706,696 4,819,180 2,295,493 1,868,339

See accompanying notes to fi nancial statements.

YANLORD LAND GROUP LIMITED 63 ANNUAL REPORT 2009 CONSOLIDATED INCOME STATEMENT Financial year ended December 31, 2009

GROUP Note 2009 2008 $’000 $’000

Revenue 24 1,599,686 1,007,217

Cost of sales (706,695) (447,749)

Gross profi t 892,991 559,468

Other operating income 25 144,550 112,414

Selling expenses (26,895) (20,469)

Administrative expenses (61,642) (61,131)

Other operating expenses (1,486) (4,660)

Finance cost 26 (18,308) (4,739)

Share of loss of jointly controlled entities (166) –

Profi t before income tax 929,044 580,883

Income tax 27 (493,489) (266,927)

Profi t for the year 28 435,555 313,956

Attributable to:

Equity holders of the Company 325,356 225,841

Minority interests 110,199 88,115 435,555 313,956

Earnings per share (cents) 29

- Basic 17.23 12.35

- Diluted 16.18 11.66

See accompanying notes to fi nancial statements.

64 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Financial year ended December 31, 2009

GROUP Note 2009 2008 $’000 $’000

Profi t for the year 28 435,555 313,956

Other comprehensive (expense) income:

Currency translation difference (97,032) 151,169

Other comprehensive (expense) income for the year (97,032) 151,169

Total comprehensive income for the year 338,523 465,125

Total comprehensive income attributable to:

Equity holders of the Company 249,513 349,999

Minority interests 89,010 115,126 338,523 465,125

See accompanying notes to fi nancial statements.

YANLORD LAND GROUP LIMITED 65 ANNUAL REPORT 2009 STATEMENTS OF CHANGES IN EQUITY Financial year ended December 31, 2009

Attributable Currency to equity Share translation Equity Statutory Merger Other Accumulated holders of Minority Note capital reserve reserve reserve defi cit reserve profi ts the Company interests Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

GROUP

Balance at January 1, 2008 1,219,081 (40,483) 50,720 43,142 (386,571) (48,628) 697,931 1,535,192 454,607 1,989,799 Total comprehensive income for the year – 124,158 – – – – 225,841 349,999 115,126 465,125 Issuance of shares under Pre-IPO Share Option Scheme 7,087 – (2,009) – – – – 5,078 – 5,078 Recognition of equity-settled share-based payments 33 – – 1,148 – – – – 1,148 – 1,148 Change of interest in a subsidiary – – – – – – – – (15) (15) Acquisition of a subsidiary 32 – – – – – – – – 637 637 Return of minority shareholder’s share of reserves – – – – – – – –(14,298)(14,298) Capital injection by minority shareholders – – – – – – – – 14,691 14,691 Dividends 30 – – – – – – (22,092) (22,092) – (22,092) Dividends declared to minority shareholders – – –––– – –(109,697)(109,697) Appropriations – – – 26,036 – – (26,036) – – – Balance at December 31, 2008 1,226,168 83,675 49,859 69,178 (386,571) (48,628) 875,644 1,869,325 461,051 2,330,376

Total comprehensive (expense) income for the year – (75,843) – – – – 325,356 249,513 89,010 338,523 Issuance of shares pursuant to offering exercise, net of expenses 225,724 – – – – – – 225,724 – 225,724 Issuance of shares under Pre-IPO Share Option Scheme 2,684 – (761) – – – – 1,923 – 1,923 Recognition of equity component of convertible notes, net of expenses (Note A) – – 59,874 – – – – 59,874 – 59,874 Change of interest in a subsidiary – – – – – (8,879) – (8,879) 8,879 – Return of minority shareholder’s share of reserves – – – – – – – –(10,083)(10,083) Capital injection by minority shareholders – – – – – – – – 375,866 375,866 Dividends 30 – – – – – – (22,525) (22,525) – (22,525) Dividends declared to minority shareholders – – – – – – – – (114,641) (114,641) Appropriations – – – 25,664 – – (25,664) – – – Balance at December 31, 2009 1,454,576 7,832 108,972 94,842 (386,571) (57,507) 1,152,811 2,374,955 810,082 3,185,037

Note A: Included in the total share issue expenses was non-audit fee paid to the auditors of the Company amounting to $72,813 in connection with the offering exercise of convertible notes.

See accompanying notes to fi nancial statements.

66 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 STATEMENTS OF CHANGES IN EQUITY Financial year ended December 31, 2009

Share Equity Accumulated Note capital reserve losses Total $’000 $’000 $’000 $’000

COMPANY

Balance at January 1, 2008 1,219,081 50,720 (54,869) 1,214,932 Total comprehensive income for the year – – 62,195 62,195 Issuance of shares under Pre-IPO Share Option Scheme 7,087 (2,009) – 5,078 Recognition of equity-settled share-based payments 33 – 1,148 – 1,148 Dividends 30 – – (22,092) (22,092) Balance at December 31, 2008 1,226,168 49,859 (14,766) 1,261,261

Total comprehensive expense for the year – – (11,659) (11,659) Issuance of shares pursuant to offering exercise, net of expense s 225,724 – – 225,724 Issuance of shares under Pre-IPO Share Option Scheme 2,684 (761) – 1,923 Recognition of equity component of convertible notes, net of expenses (Note A) – 59,874 – 59,874 Dividends 30 – – (22,525) (22,525) Balance at December 31, 2009 1,454,576 108,972 (48,950) 1,514,598

Note A: Included in the total share issue expenses was non-audit fee paid to the auditors of the Company amounting to $72,813 in connection with the offering exercise of convertible notes.

See accompanying notes to fi nancial statements.

YANLORD LAND GROUP LIMITED 67 ANNUAL REPORT 2009 CONSOLIDATED STATEMENT OF CASH FLOWS Financial year ended December 31, 2009

GROUP 2009 2008 $’000 $’000

Operating activities Profi t before income tax 929,044 580,883 Adjustments for: (Recovery) allowance for doubtful debts and bad debts written off (1) 1 Depreciation expense 4,407 3,900 Dividend income from available-for-sale investment (1,193) (3,115) Dividend income from held-for-trading investment (43) (27) E q u i t y - s e t t l e d s h a r e - b a s e d p a y m e n t e x p e n s e – 1,14 8 Fair value gain on investment properties (120,691) (81,220) Fair value (gain) loss on held-for-trading investment (374) 2,155 Finance cost 18,308 4,739 Goodwill written off – 632 Gain on acquisition of additional interest from a minority shareholder – (15) Interest income (6,690) (7,957) Excess of fair values of net identifi able assets acquired over the cost of combination (70) – Net loss (gain) on disposal of property, plant and equipment 22 (11) Net (gain) loss on disposal of investment properties (160) 109 Share of loss of jointly controlled entities 166 – Operating cash fl ows before movements in working capital 822,725 501,222

Properties for development (705,984) (527,134) Inventories (46) 2,783 Completed properties for sale 262,076 (405,903) Properties under development for sale (173,962) 48,878 Trade and other receivables and deposits (58,660) 8,437 Trade and other payables 904,684 (166,142) Cash generated from (used in) operations 1,050,833 (537,859)

Interest paid (52,970) (90,307) Income tax paid (249,272) (130,912) Net cash from (used in) operating activities 748,591 (759,078)

68 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 CONSOLIDATED STATEMENT OF CASH FLOWS Financial year ended December 31, 2009

GROUP Note 2009 2008 $’000 $’000

Investing activities Acquisition of a subsidiary 32 (4,931) (134,742) Investments in jointly controlled entities 11 (28,500) – Dividend received from available-for-sale investment 1,193 3,115 Dividend received from held-for-trading investment 43 27 Interest received 5,352 7,247 Decrease (increase) in pledged bank deposits 3,230 (5,117) Proceeds on disposal of property, plant and equipment 256 90 Proceeds on disposal of investment properties 2,093 1,094 Purchase of property, plant and equipment (2,331) (8,930) Purchase of intangible asset – ( 12 8 ) P u r c h a s e o f h e l d - f o r- t r a d i n g i n v e s t m e n t ( 6 0 3 ) – Advance to jointly controlled entities (25) – Advance to minority shareholders of subsidiaries (117,385) (67,313) Advance to other related party (38) – Net cash used in investing activities (141,646) (204,657)

Financing activities Dividend paid (22,525) (22,092) Dividends paid to minority shareholders of subsidiaries (75,723) (41,719) N e t p r o c e e d s o n i s s u e o f n e w s h a r e s 2 2 5 , 7 2 4 – Net proceeds on issue of new shares under Pre-IPO Share Option Scheme 1,923 5,078 Net proceeds on issue of convertible notes 369,515 – Proceeds from bank loans 567,866 696,725 Repayment of bank loans (963,782) (213,457) Repayment to directors (1,867) (1,425) (Repayment to) advance from a shareholder (4,420) 3,565 (Repayment to) advance from minority shareholders of subsidiaries (2,563) 36,302 Repayment to other related parties (1) (17) Cash injection from minority shareholders of subsidiaries 375,866 14,691 Return of minority shareholder’s share of reserves (10,083) (14,298) Net cash from fi nancing activities 459,930 463,353

Net increase (decrease) in cash and cash equivalents 1,066,875 (500,382) Cash and cash equivalents at beginning of year 18 375,741 702,857 Effect of exchange rate changes on the balance of cash held in foreign currencies (85,557) 173,266 Cash and cash equivalents at end of year 18 1,357,059 375,741

See accompanying notes to fi nancial statements.

YANLORD LAND GROUP LIMITED 69 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

1 GENERAL

The Company (Registration No. 200601911K) is incorporated in the Republic of Singapore with its principal place of business and registered offi ce at 9 Temasek Boulevard, #36-02 Suntec Tower Two, Singapore 038989. The Company is listed on the Singapore Exchange Securities Trading Limited. The fi nancial statements are expressed in Singapore dollars.

The principal activity of the Company is to carry on the business of an investment holding company.

The principal activities of the subsidiaries are disclosed in Note 10 to the fi nancial statements.

The consolidated fi nancial statements of the Group and statement of fi nancial position and statement of changes in equity of the Company for the fi nancial year ended December 31, 2009 were authorised for issue by the Board of Directors on March 24, 2010.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING - The fi nancial statements are prepared in accordance with the historical cost convention, except as disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the Singapore Companies Act and Singapore Financial Reporting Standards (“FRS”).

ADOPTION OF NEW AND REVISED STANDARDS - In the current fi nancial year, the Group has adopted all the new and revised FRSs and Interpretations of FRSs (“INT FRSs”) that are relevant to its operations and effective for annual periods beginning on or after January 1, 2009. The adoption of these new/revised FRSs and INT FRSs does not result in changes to the Group’s and the Company’s accounting policies and has no material effect on the amounts reported for the current or prior years except as disclosed below:

FRS 1 - Presentation of Financial Statements (Revised)

FRS 1 (2008) has introduced terminology changes (including revised titles for the fi nancial statements) and changes in the format and content of the fi nancial statements. In addition, the revised Standard requires the presentation of a third statement of fi nancial position at the beginning of the earliest comparative period presented if the entity applies new accounting policies retrospectively or makes retrospective restatements or reclassifi es items in the fi nancial statements.

Amendments to FRS 40 Investment Property

As part of Improvements to FRSs (issued on October 2008), FRS 40 has been amended to include within its scope investment property in the course of construction. Therefore, following the adoption of the amendments and in line with the Group’s general accounting policy, investment property under construction is measured at fair value (where that fair value is reliably determinable), with changes in fair value recognised in profi t or loss. The Group had previously accounted for such assets at cost under properties under development for sale.

The change has been applied prospectively from January 1, 2009 in accordance with the relevant transitional provisions. In 2009, $213.1 million of properties still under development were reclassifi ed from properties under development for sale to investment properties at the carrying cost. As at the end of reporting period, $44.8 million was stated at cost as it cannot be reliably valued due to the early stage of construction. The remaining amount transferred of $168.3 million was subsequently remeasured at fair value.

Amendments to FRS 107 Financial Instruments: Disclosures - Improving Disclosures about Financial Instruments

The amendments to FRS 107 expand the disclosures required in respect of fair value measurements and liquidity risk. The Group has elected not to provide comparative information for these expanded disclosures in the current year in accordance with the transitional reliefs offered in these amendments.

70 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

FRS 108 - Operating Segments

The Group adopted FRS 108 with effect from January 1, 2009. FRS 108 requires operating segments to be identifi ed on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. In contrast, the predecessor Standard (FRS 14 Segment Reporting) required an entity, to identify two sets of segments (Business and Geographical), using a risks and rewards approach, with the entity’s “system of internal fi nancial reporting to key management personnel” serving only as the starting point for the identifi cation of such segments. As a result, following the adoption of FRS 108, the identifi cation of the Group’s reportable segments has changed (Note 31).

The comparative have been disclosed to conform to the requirements of FRS 108.

The management anticipates that the adoption of the FRSs, INT FRSs and amendments to FRS that were issued but not effective at the date of authorisation of these fi nancial statements and are relevant to the Group and the Company will not have a material impact on the fi nancial statements of the Group and of the Company in the period of their initial adoption except for the following:

FRS 27 (Revised) – Consolidated and Separate Financial Statements; and FRS 103 (Revised) – Business Combinations

FRS 27 (Revised) will be effective for annual periods beginning on or after July 1, 2009. FRS 103 (Revised) is effective for business combinations for which the acquisition date is on or after the beginning of the fi rst annual reporting period beginning on or after July 1, 2009.

Apart from matters of presentation, the principal amendments to FRS 27 that will impact the Group concern the accounting treatment for transactions that result in changes in a parent’s interest in a subsidiary. It is likely that these amendments will signifi cantly affect the accounting for such transactions in future accounting periods, but the extent of such impact will depend on the detail of the transactions, which cannot be anticipated. The changes will be adopted prospectively for transactions after the date of adoption of the revised Standard and, therefore, no restatement will be required in respect of transactions prior to the date of adoption.

Similarly, FRS 103 relates to accounting for business combination transactions. The changes to the Standard are signifi cant, but their impact can only be determined once the detail of future business combination transactions is known. The amendments to FRS 103 will be adopted prospectively for transactions after the date of adoption of the revised Standard and no restatement will be required in respect of transactions prior to the date of adoption.

BASIS OF CONSOLIDATION - The consolidated fi nancial statements incorporate the fi nancial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the fi nancial and operating policies of the investee enterprise so as to obtain benefi ts from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Minority interests in the net assets of consolidated subsidiaries are identifi ed separately from the Group’s equity therein. Minority interests consist of the amount of those interests at the date of the original business combination (see below) and the minority’s share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority’s interest in the subsidiary’s equity are allocated against the interests of the Group except to the extent that the minority has a binding obligation and is able to make an additional investment to cover its share of those losses.

In the Company’s fi nancial statements, investments in subsidiaries are carried at cost less any impairment in net recoverable value that has been recognised in profi t or loss.

YANLORD LAND GROUP LIMITED 71 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

BUSINESS COMBINATIONS - The acquisition of subsidiaries from a common shareholder is accounted for using the merger accounting method. Under this method, the Company has been treated as the holding company of the subsidiaries for the fi nancial years presented rather than from the date of acquisition of the subsidiaries.

The acquisition of subsidiaries from a party other than a common shareholder is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree’s identifi able assets, liabilities and contingent liabilities that meet the conditions for recognition under FRS 103 are recognised at their fair values at the acquisition date.

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the net fair value of the identifi able assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifi able assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profi t or loss.

The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

FINANCIAL INSTRUMENTS - Financial assets and fi nancial liabilities are recognised on the Group’s statement of fi nancial position when the Group becomes a party to the contractual provisions of the instrument.

Financial assets

Investments are recognised and de-recognised on a trade date where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, plus transaction costs except for those fi nancial assets classifi ed as at fair value through profi t or loss which are initially measured at fair value.

Other fi nancial assets are classifi ed into the following specifi ed categories: “fi nancial assets at fair value through profi t or loss”, “available-for-sale fi nancial assets” and “loans and receivables”. The classifi cation depends on the nature and purpose of fi nancial assets and is determined at the time of initial recognition.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a fi nancial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the fi nancial instrument, or where appropriate, a shorter period. Income and expense are recognised on an effective interest rate basis for debt instruments other than those fi nancial instruments “at fair value through profi t or loss”.

Financial assets at fair value through profi t or loss (FVTPL)

Financial assets are classifi ed as at FVTPL where the fi nancial asset is either held-for-trading or it is designated as at FVTPL.

A fi nancial asset is classifi ed as held-for-trading if:

• it has been acquired principally for the purpose of selling in the near future; or

• it is a part of an identifi ed portfolio of fi nancial instruments that the Group manages together and has a recent actual pattern of short-term profi t-taking; or

• it is a derivative that is not designated and effective as a hedging instrument.

72 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

FVTPL are stated at fair value, with any resultant gain or loss recognised in profi t or loss. The net gain or loss recognised in profi t or loss incorporates any dividend or interest earned on the fi nancial asset. Fair value is determined in the manner described in Note 4.

Available-for-sale fi nancial assets

Available-for-sale fi nancial assets are those non-derivative fi nancial assets that are not classifi ed into any of the other categories. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost less impairment loss.

Loans and receivables

Trade receivables, loans and other receivables that have fi xed or determinable payments that are not quoted in an active market are classifi ed as “loans and receivables”. Loans and receivables are measured at amortised cost using the effective interest method less impairment. Interest is recognised by applying the effective interest method, except for short-term receivables when the recognition of interest is immaterial.

Impairment of fi nancial assets

Financial assets, other than those at fair value through profi t or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the fi nancial asset, the estimated future cash fl ows of the investment have been impacted.

For fi nancial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash fl ows, discounted at the original effective interest rate.

The carrying amount of the fi nancial asset is reduced by the impairment loss directly for all fi nancial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profi t or loss.

With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through profi t or loss to the extent the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

In respect of available-for-sale equity instruments, any subsequent increase in fair value after an impairment loss, is recognised in other comprehensive income.

Derecognition of fi nancial assets

The Group derecognises a fi nancial asset only when the contractual rights to the cash fl ows from the asset expire, or it transfers the fi nancial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred fi nancial asset, the Group continues to recognise the fi nancial asset and also recognises a collaterialised borrowing for the proceeds received.

YANLORD LAND GROUP LIMITED 73 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Financial liabilities and equity instruments

Classifi cation as debt or equity

Financial liabilities and equity instruments issued by the Group are classifi ed according to the substance of the contractual arrangements entered into and the defi nitions of a fi nancial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using the effective interest method, with interest expense recognised on an effective yield basis.

Interest-bearing bank loans are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the Group’s accounting policy for borrowing costs (see below).

Financial guarantee contract liabilities are measured initially at their fair values and subsequently at the higher of the amount of obligation under the contract recognised as a provision in accordance with FRS 37 - Provision, Contingent Liabilities and Contingent Assets and the amount initially recognised less cumulative amortisation in accordance with FRS 18 - Revenue.

Derecognition of fi nancial liabilities

The Group derecognises fi nancial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire.

Convertible notes

Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The components of compound instruments are classifi ed separately as fi nancial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured. Upon conversion, the liability component is derecognised, the amortised cost of the notes converted and the original equity component recognised are reclassifi ed to share capital. No gain or loss is recognised on conversion.

Embedded derivatives

Derivatives embedded in other fi nancial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value with changes in fair value recognised in profi t or loss.

An embedded derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12 months and it is not expected to be realised or settled within 12 months. Other embedded derivatives are presented as current assets or current liabilities.

LEASES - Leases are classifi ed as fi nance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classifi ed as operating leases.

74 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

The Group as lessor

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which use benefi t derived from the leased asset is diminished. Initial direct costs incurred in negotiating and arranging an operating lease are recognised on a straight- line basis over the lease term.

The Group as lessee

Rentals payable under operating leases are charged to profi t or loss on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefi ts from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

PROPERTIES FOR DEVELOPMENT - Properties for development are mainly vacant leasehold land for future development or land where management is in the process of obtaining permits prior to the commencement of physical construction and sale in the normal course of business. They are stated at cost less allowance for any impairment in value.

PROPERTIES UNDER DEVELOPMENT FOR SALE - Properties under development for sale are stated at lower of cost or estimated net realisable value. Net realisable value takes into account the price ultimately expected to be realised and the anticipated costs to completion. Cost of property under development comprises land cost, development costs and borrowing costs capitalised during the development period. When completed, the units held for sale are classifi ed as completed properties for sale.

COMPLETED PROPERTIES FOR SALE - Completed properties for sale are stated at lower of cost or net realisable value. Cost is determined by apportionment of the total land cost, development costs and borrowing costs capitalised to the unsold properties with such apportionment based on fl oor area. Net realisable value is determined by reference to sale proceeds of properties sold in the ordinary course of business less all estimated selling expenses; or estimated by management in the absence of comparable transactions taking into consideration prevailing market conditions.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

Construction-in-progress consists of construction costs and fi nance costs incurred during the period of construction.

Depreciation is charged so as to write off the cost of property, plant and equipment, other than construction-in- progress, over their estimated useful lives, using the straight-line method, substantially on the following bases:

Leasehold land and buildings - 2% to 5% Furniture, fi xtures and equipment - 20% Motor vehicles - 10% to 25%

The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis.

Fully depreciated property, plant and equipment still in use are retained in the fi nancial statements.

The gain or loss arising on the disposal or retirement of a property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the profi t or loss.

INVESTMENT PROPERTIES - Investment properties are properties held to earn rental income and/or for capital appreciation and properties under construction for such purposes, are measured initially at cost, including transaction costs and subsequent to initial recognition, measured at fair value. The fair value of an investment property is the price at which the property could be exchanged between knowledgeable, willing parties in an arm’s length transaction. Professional valuations are obtained at least once in three years. Gains or losses arising from changes in the fair value of investment property are included in profi t or loss for the period in which they arise. Where there is an inability to determine fair value reliably when comparable market transactions are infrequent and alternative reliable estimates of fair value are not available, the investment property is measured at cost.

YANLORD LAND GROUP LIMITED 75 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

GOODWILL - Goodwill arising on the acquisition of a subsidiary or a jointly controlled entity from third parties represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifi able assets, liabilities and contingent liabilities of the subsidiary or jointly controlled entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefi t from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated fi rst to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary or a jointly controlled entity, the attributable amount of goodwill is included in the determination of the profi t or loss on disposal.

INTANGIBLE ASSET - This relates to a club membership held on a long-term basis and is stated at cost less any impairment loss.

IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL - At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets other than investment properties carried at fair value, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profi t or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash- generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profi t or loss.

INTERESTS IN JOINTLY CONTROLLED ENTITIES - A jointly controlled entity is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control, that is when the strategic fi nancial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control.

Joint venture arrangements that involve the establishment of a separate entity in which each venturer has an interest are referred to as jointly controlled entities. The results, assets and liabilities of the jointly controlled entities are incorporated in these fi nancial statements using the equity method of accounting. Under the equity method, investments in the jointly controlled entities are carried in the consolidated statement of fi nancial position at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of the jointly controlled entities, less any impairment in the value of individual investments.

Where the Group transacts with its jointly controlled entities, unrealised profi ts and losses are eliminated to the extent of the Group’s interest in the jointly controlled entities.

76 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

PROVISIONS - Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash fl ows estimated to settle the present obligation, its carrying amount is the present value of those cash fl ows.

When some or all of the economic benefi ts required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

SHARE-BASED PAYMENTS - The Group issues equity-settled share-based payments to certain employees.

Equity-settled share-based payments are measured at fair value of the equity instruments (excluding the effect of non market-based vesting conditions) at the date of grant. Details regarding the determination of the fair value of equity- settled share-based transactions are set out in Note 33. The fair value determined at the grant date of the equity- settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the number of equity instruments that will eventually vest and adjusted for the effect of non market-based vesting conditions. At the end of each reporting period, the Group revises the estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised over the remaining vesting period with a corresponding adjustment to the equity-settled employee benefi ts reserve.

MERGER RESERVE – Merger reserve arises from business combination of entities under common control accounted for using merger accounting method (see “Business Combinations”). The merger reserve represents the difference between the aggregate nominal amounts of the share capital of the subsidiaries at the date on which they were acquired by the Group and the nominal amount of the share capital issued by the Company as consideration for the acquisition.

STATUTORY RESERVE - Statutory reserve represents the amount transferred from profi t after tax of the subsidiaries incorporated in the People’s Republic of China (excluding Hong Kong) (the “PRC”) in accordance with the PRC requirement. The statutory reserve cannot be reduced except where approval is obtained from the relevant PRC authority to apply the amount towards setting off any accumulated losses or increasing capital.

OTHER RESERVE – The negative balance in other reserve represents the net excess of purchase consideration over the carrying amount of minority interest acquired in the subsidiaries at the date of acquisition.

REVENUE RECOGNITION - Revenue is measured at the fair value of the consideration received or receivable.

Sale of properties developed

Revenue from properties developed for sale is recognised when the legal title passes to the buyer or when the equitable interest in the property vests in the buyer upon release of the handover notice of the respective property to the buyer, whichever is the earlier. Payments received from buyers prior to this stage are recorded as advances from customers for sales of properties and are classifi ed as current liabilities.

Rendering of services

Management fee income and service income are recognised over the period when services are rendered.

Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

YANLORD LAND GROUP LIMITED 77 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Dividend income

Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established.

Rental income

Rental income from investment properties is recognised on a straight-line basis over the term of the relevant lease.

TAX SUBSIDIES – Tax subsidies are credited to profi t or loss when received from the relevant authorities.

GOVERNMENT SUBSIDIES – Government subsidies are not recognised until there is reasonable assurance that the Company will comply with the conditions attaching to them and the subsidies will be received. Government subsidies are recognised as income over the periods necessary to match them with the related costs. Government subsidies related to expense items are recognised in the same period as those expenses are charged to the profi t or loss and are reported separately as “other operating income”.

BORROWING COSTS - Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of these assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specifi c borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profi t or loss in the period in which they are incurred.

RETIREMENT BENEFIT COSTS - Payments to defi ned contribution retirement benefi t plans are charged as an expense as they fall due. Payments made to state-managed retirement benefi t schemes, such as the Singapore Central Provident Fund, are dealt with as payments to defi ned contribution plans where the Group’s obligations under the plans are equivalent to those arising in a defi ned contribution retirement benefi t plan.

Pursuant to the relevant regulations of the PRC government, the PRC subsidiaries of the Group (“PRC Subsidiaries”) have participated in central pension schemes (“the Schemes”) operated by local municipal governments whereby the PRC Subsidiaries are required to contribute a certain percentage of the basic salaries of their employees to the Schemes to fund their retirement benefi ts. The local municipal governments undertake to assume the retirement benefi t obligations of all existing and future retired employees of the PRC Subsidiaries. The only obligation of the PRC Subsidiaries with respect to the Schemes is to pay the ongoing required contributions under the Schemes mentioned above. Contributions under the Schemes are charged as expense when incurred.

EMPLOYEE LEAVE ENTITLEMENT - Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the end of the reporting period.

INCOME TAX - Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profi t for the year. Taxable profi t differs from profi t as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable or tax deductible. The Group’s liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively enacted in countries where the Company and subsidiaries operate by the end of the reporting period.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the fi nancial statements and the corresponding tax bases used in the computation of taxable profi t, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profi ts will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profi t nor the accounting profi t.

78 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that suffi cient taxable profi ts will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax are recognised as an expense or income in profi t or loss, except when they relate to items credited or debited outside profi t or loss (either in other comprehensive income or directly in equity), in which case the tax is also recognised outside profi t or loss (either in other comprehensive income or directly in equity), or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating goodwill or determining the excess of the acquirer’s interest in the net fair value of the acquiree’s identifi able assets, liabilities and contingent liabilities over cost.

FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION - The individual fi nancial statements of each Group entity are measured and presented in the currency of the primary economic environment in which the entity operates (its functional currency). The consolidated fi nancial statements of the Group and the statement of fi nancial position of the Company are presented in Singapore dollars.

In preparing the fi nancial statements of the individual entities, transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the end of each reporting period. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profi t or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profi t or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised in other comprehensive income. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in other comprehensive income.

For the purpose of presenting consolidated fi nancial statements, the assets and liabilities of the Group’s foreign operations (including comparatives) are expressed in Singapore dollars using exchange rates prevailing at the end of each reporting period. Income and expense items (including comparatives) are translated at the average exchange rates for the period, unless exchange rates fl uctuated signifi cantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are classifi ed as other comprehensive income and transferred to the Group’s currency translation reserve. Such translation differences are recognised in profi t or loss in the period in which the foreign operation is disposed of.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities (including monetary items that, in substance, form part of the net investment in foreign entities) are recognised in other comprehensive income and accumulated to foreign currency translation reserve.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

CASH AND CASH EQUIVALENTS - Cash and cash equivalents comprise cash on hand and demand deposits and are subject to an insignifi cant risk of changes in value.

YANLORD LAND GROUP LIMITED 79 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, which are described in Note 2 above, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the Group’s accounting policies

The following are the critical judgements, apart from those involving estimations (see below), that management has made in the process of applying the Group’s accounting policies and that have the most signifi cant effect on the amounts recognised in the fi nancial statements.

Taxation

The Group accounts for income taxes under the provisions of FRS 12 - Income Taxes. The Group has recorded deferred tax assets on tax loss of $42.6 million (2008 : $22.7 million) because the management believes it is more likely than not that such tax loss can be utilised (Note 14). Should future taxable profi ts not be suffi cient to utilise the tax losses, an adjustment to the Group’s deferred tax assets would decrease the Group’s income in the period where such determination is made. Likewise, if the management determines that the Group is able to utilise all or part of the Group’s tax loss of $33.3 million (2008 : $21.8 million), which is currently not expected to be utilised in the future, it would result in future recognition of additional deferred tax assets and increase the Group’s income in the period where such determination is made. The Group records deferred tax using the balance sheet liability method at the rates that have been enacted by the end of the reporting period.

Land Appreciation Tax (“LAT”)

All income from sale of properties in the PRC is subject to LAT at progressive rates under the PRC tax laws and regulations. The management estimates and provides for LAT in accordance with the PRC tax laws and regulations. However, prior to October 1, 2006, the Group has not been levied any LAT for the sale of properties located in Shanghai Pudong New District and this applies also to all property development companies in Shanghai Pudong New District.

The management, after taking into consideration its due diligence, as described in Note 27, considers the provision of LAT to be adequate.

80 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (Cont’d)

Key sources of estimation uncertainty

There are key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year, are discussed below.

Carrying amounts of properties for development, completed properties for sale and properties under development for sale

The aggregate carrying amount of these properties totaled $4,306.2 million as at December 31, 2009 (2008 : $3,903.6 million), details of which are disclosed in Note 9. They are stated at cost less allowance for impairment in value or at the lower of cost and estimated net realisable values, assessed on an individual project basis.

When it is probable that the total project costs will exceed the total projected revenue net of selling expenses, i.e. net realisable value, the amount in excess of net realisable value is recognised as an expense immediately.

The process of evaluating the net realisable value for each property is subject to management judgement and the effect of assumptions in respect of development plans, timing of sale and the prevailing market conditions. Management performs cost studies for each project, taking into account the costs incurred to date, the development status and costs to complete each development project. Any future variation in plans, assumptions and estimates can potentially impact the carrying amounts of the respective properties.

Valuation of investment properties

As disclosed in Note 8 to the fi nancial statements, investment properties are stated at fair value based on the valuation performed by an independent professional valuer. In determining the fair values, the valuer has made reference to both the comparable sales transactions as available in the relevant market of these properties and the capitalisation of the existing and reversionary rental income potential.

In relying on the independent professional valuation report, management considered the method of valuation and the Group’s marketing strategy and is of the view that the estimated values are reasonable.

YANLORD LAND GROUP LIMITED 81 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

4 FINANCIAL RISKS AND MANAGEMENT

(a) Categories of fi nancial instruments

The following table sets out the fi nancial instruments as at the end of the reporting period:

GROUP COMPANY 2009 2008 2009 2008 $’000 $’000 $’000 $’000

Financial assets Fair value through profi t or loss: H e l d - f o r- t r a d i n g i n v e s t m e n t 2, 017 1,101 – – Loans and receivables (including cash and cash equivalents) 1,553,383 498,017 1,780,174 1,353,020 Av a i l a b l e - f o r- s a l e i nve s t m e n t 10 , 2 2 0 10 , 4 4 5 – –

Financial liabilities Fair value through profi t or loss: Derivative fi n a n c i a l i n s t r u m e n t 7,12 2 – 7,12 2 – Amortised cost 1,916,137 2,015,097 773,773 607,078

(b) Financial risk management policies and objectives

The management of the Group monitors and manages the fi nancial risks relating to the operations of the Group to ensure appropriate measures are implemented in a timely and effective manner. These risks include market risk (foreign exchange risk, interest rate risk, equity price risk), credit risk and liquidity risk.

The Group does not hold or issue derivative fi nancial instruments for speculative purposes.

There has been no change to the Group’s exposure to these fi nancial risks or the manner in which it manages and measures the risks. Market risk exposures are measured using sensitivity analysis indicated below.

(i) Foreign exchange risk management

The Group enters into transactions in various foreign currencies, including the United States (“US”) dollar, Hong Kong (“HK”) dollar and Renminbi (“RMB”) and therefore is exposed to foreign exchange risk. The Group does not enter into derivative foreign exchange contracts and foreign currency borrowings to hedge its foreign exchange risk.

At the end of the reporting period, the carrying amounts of monetary assets and monetary liabilities denominated in currencies other than the respective entities’ functional currencies are as follows:

GROUP COMPANY Liabilities Assets Liabilities Assets 2009 2008 2009 2008 2009 2008 2009 2008 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

U S d o l l a r s – – 2 , 314 18 ,7 6 0 – – 1,151, 2 7 0 9 9 5 , 0 8 7 HK dollars 136,543 291,190 4,074 3,126 99,992 287,836 103,409 109,996 RMB – – 16,056 15,443 – – – –

The Company has a number of investments in foreign subsidiaries, whose net assets are exposed to currency translation risk. The Group has not designated its foreign currency denominated debt obligations as hedging instruments for managing of foreign currency translation risk relating to the net assets of its foreign operations.

82 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

4 FINANCIAL RISKS AND MANAGEMENT (Cont’d)

(b) Financial risk management policies and objectives (Cont’d)

(i) Foreign exchange risk management (Cont’d)

Foreign currency sensitivity

The following table details the sensitivity to a 6% increase in the exchange rate for the relevant foreign currencies against the functional currency of each entity of the Group. 6% is the sensitivity rate used by key management personnel in assessing foreign currency risk and represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year end for a 6% change in foreign currency rates. A positive number below indicates an increase in profi t before income tax when the functional currency of each Group entity strengthens by 6% against the relevant foreign currencies. For a 6% weakening of the functional currency of each Group entity against the relevant foreign currencies, there would be an equal and opposite impact on the profi t before income tax.

US dollar impact HK dollar impact RMB impact 2009 2008 2009 2008 2009 2008 $’000 $’000 $’000 $’000 $’000 $’000

GROUP (Decrease) increase in profi t before income tax (131) (1,062) 7,498 16,306 (909) (874)

COMPANY (Decrease) increase in profi t before income tax (65,166) (56,326) (193) 10,066 – –

The Group’s sensitivity to US dollar exchange rate has decreased during the current year due to the reduction of US dollar balances in cash and bank balances at current year end as compared with the preceding year end. The Group’s sensitivity to HK dollar exchange rate has decreased during the current year due to the reduction of HK dollar denominated bank loans at current year end as compared with the preceding year end. The Group’s sensitivity to RMB exchange rate during the current year approximates that of the preceding year as there is no signifi cant change in the RMB denominated amounts due from minority shareholders.

The Company’s sensitivity to US dollar exchange rate has increased during the current year mainly due to the increase in US dollar denominated non-trade amount due from a subsidiary at current year end as compared with the preceding year end. The Company’s sensitivity to HK dollar exchange rate has decreased during the current year mainly due to the HK dollar denominated net assets at current year end as compared with the HK dollar denominated net liabilities at the preceding year end.

In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the year end exposure does not refl ect the exposure during the year.

(ii) Interest rate risk management

Summary quantitative data of the Group’s interest-bearing fi nancial instruments can be found in Section (v) of this Note. The Group’s policy is to obtain fi xed rate borrowings to reduce volatility. However, it may borrow at variable rates when considered economical to do so.

YANLORD LAND GROUP LIMITED 83 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

4 FINANCIAL RISKS AND MANAGEMENT (Cont’d)

(b) Financial risk management policies and objectives (Cont’d)

(ii) Interest rate risk management (Cont’d)

Interest rate sensitivity

The sensitivity analysis below has been determined based on the exposure to interest rates for non- derivative instruments at the end of the reporting period and the stipulated change taking place at the beginning of the fi nancial year and held constant throughout the reporting year in the case of instruments that have fl oating rates. A 100 basis point increase or decrease is used when assessing interest rate risk and represents the management’s assessment of the possible change in interest rates.

If interest rates had been 100 basis points higher or lower and all other variables were held constant, the Group’s:

• profi t before income tax for the year ended December 31, 2009 would decrease/increase respectively by $7.6 million (2008 : decrease/increase respectively by $11.8 million). This is mainly attributable to the Group’s exposure to its variable rate of borrowings.

It is the Group’s accounting policy to capitalise borrowing costs relevant to property development. Hence, the above mentioned interest rate fl uctuation may not fully impact the profi t in the year where interest expense is accrued but may affect profi t in future fi nancial years.

The Group’s sensitivity to interest rates has decreased during the current year mainly due to the decrease in variable rate debt instruments.

In 2009, the management is of the view that there is no interest rate risk for the Company. Hence, no sensitivity analysis is presented for the Company. The Company’s income statement for the year ended December 31, 2008 was not signifi cantly affected by the changes in interest rates.

(iii) Equity price risk management

The Group is exposed to equity price risk arising from equity investment classifi ed as held-for- trading. Available-for-sale investment is held for strategic rather than trading purposes. The Group does not actively trade available-for-sale investment.

Further details of equity investments can be found in Notes 12 and 17 to the fi nancial statements.

The management is of the view that the equity price risk is not signifi cant for the Group due to the relatively small amount of such investments carried. Hence no price sensitivity analysis is presented.

(iv) Credit risk management

Credit risk refers to the risk that a counterparty may default on its contractual obligations resulting in fi nancial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining suffi cient collateral where appropriate, as a means of mitigating the risk of fi nancial loss from defaults. For sales of properties, sales proceeds are fully settled concurrent with delivery of properties.

The Group does not have any signifi cant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics except for non-trade amounts due from minority shareholders of subsidiaries. In respect of such amounts due from minority interests, securities are provided by undistributed retained earnings of a subsidiary yet to be distributed as dividends and future earnings that will be distributed by a subsidiary to the minority shareholders (Note 16). Information on credit risk relating to other receivables are disclosed in Note 15.

84 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

4 FINANCIAL RISKS AND MANAGEMENT (Cont’d)

(b) Financial risk management policies and objectives (Cont’d)

(iv) Credit risk management (Cont’d)

The Group’s maximum exposure to credit risk comprise (i) the sum of the carrying amounts of fi nancial assets recorded in the fi nancial statements, grossed up for any allowances for losses; and (ii) credit risk relating to guarantees of approximately $422.1 million (2008 : $228.8 million) to banks for the benefi t of the Group’s customers in respect of mortgage loans provided by the banks to these customers for the purchase of the Group’s development properties, as elaborated in Note 36 to the fi nancial statements.

(v) Liquidity risk management

The Group maintains cash and cash equivalents and external bank loans with staggered repayment dates, some of which are in excess of two years. The Group also minimises liquidity risk by keeping committed credit lines available. At December 31, 2009, the Group had available $846.1 million (2008 : $169.3 million) of undrawn committed bank credit facilities in respect of which all precedent conditions had been met.

In managing liquidity risk, the management prepares cash fl ow forecasts using various assumptions and monitors the cash fl ows of the Group.

Liquidity and interest risk analyses

Non-derivative fi nancial liabilities

The following tables detail the remaining contractual maturity for non-derivative fi nancial liabilities. The tables have been drawn up based on the undiscounted cash fl ows of fi nancial liabilities based on the earliest date on which the Group and Company can be required to pay. The table includes both interest and principal cash fl ows. The adjustment column represents the estimated future interest attributable to the instrument included in the maturity analysis which is not included in the carrying amount of the fi nancial liabilities on the statement of fi nancial position.

Weighted On effective demand More than More than average or within 1 year to 2 years to More than interest rate 1 year 2 years 5 years 5 years Adjustments Total % $’000 $’000 $’000 $’000 $’000 $’000

GROUP

2009 Non-interest bearing 432,617 – – – – 432,617 Variable interest rate instruments 5.1 263,469 138,190 395,964 55,009 (94,865) 757,767 Fixed interest rate instruments 9.4 343,596 45,382 398,750 – (61,975) 725,753 Total 1,039,682 183,572 794,714 55,009 (156,840) 1,916,137

2008 Non-interest bearing 442,578 – – – – 442,578 Variable interest rate instruments 6.7 373,474 750,889 207,906 – (152,876) 1,179,393 Fixed interest rate instruments 8.1 – 32,741 390,064 – (29,679) 393,126 Total 816,052 783,630 597,970 – (182,555) 2,015,097

YANLORD LAND GROUP LIMITED 85 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

4 FINANCIAL RISKS AND MANAGEMENT (Cont’d)

(b) Financial risk management policies and objectives (Cont’d)

(v) Liquidity risk management (Cont’d)

The maximum amount that the Group could be obliged to settle under the fi nancial guarantee contract in Note 36 is $422.1 million (2008 : $228.8 million). The earliest period that the guarantee could be called is within 1 year (2008 : 1 year) from the end of the reporting period. As mentioned in Note 36, the management considers that the likelihood of these guarantees being called upon is low.

Weighted On effective demand More than More than average or within 1 year to 2 years to interest rate 1 year 2 years 5 years Adjustments Total % $’000 $’000 $’000 $’000 $’000

COMPANY

2009 Non-interest bearing 116,087 – – – 116,087 Fixed interest rate instruments 9.7 314,500 – 398,750 (55,564) 657,686 Total 430,587 – 398,750 (55,564) 773,773

2008 Non-interest bearing 280,828 – – – 280,828 Variable interest rate instruments 6.5 2,863 – – (175) 2,688 Fixed interest rate instruments 8.0 – – 338,250 (14,688) 323,562 Total 283,691 – 338,250 (14,863) 607,078

Non-derivative fi nancial assets

The following tables detail the expected maturity for non-derivative fi nancial assets. The tables below have been drawn up based on the undiscounted contractual maturities of the fi nancial assets including interest that will be earned on those assets except where the Group and the Company anticipate that the cash fl ows will occur in a different period.

Weighted On effective demand More than average or within 1 year to More than interest rate 1 year 5 years 5 years Adjustments Total % $’000 $’000 $’000 $’000 $’000

GROUP

2009 Non-interest bearing 1,088,066 – 10,220 – 1,098,286 Variable interest rate instruments 5.4 16,421 – – (841) 15,580 Fixed interest rate instruments 0.8 455,229 – – (3,475) 451,754 Total 1,559,716 – 10,220 (4,316) 1,565,620

2008 Non-interest bearing 403,962 – 10,445 – 414,407 Variable interest rate instruments 7.5 15,927 – – (1,111) 14,816 Fixed interest rate instruments 3.5 83,169 – – (2,829) 80,340 Total 503,058 – 10,445 (3,940) 509,563

In 2009 and 2008, the Company’s non-derivative fi nancial assets are substantially non-interest bearing with expected maturity within a year.

86 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

4 FINANCIAL RISKS AND MANAGEMENT (Cont’d)

(b) Financial risk management policies and objectives (Cont’d)

(vi) Fair value of fi nancial assets and fi nancial liabilities

The carrying amounts of cash and cash equivalents, trade and other current receivables and payables approximate their respective fair values due to the relatively short-term maturity of these fi nancial instruments. The fair values of other classes of fi nancial assets and liabilities are disclosed in the respective notes to the fi nancial statements.

The fair values of fi nancial assets and fi nancial liabilities are determined as follows:

• the fair value of fi nancial assets and fi nancial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices;

• the fair value of other fi nancial assets and fi nancial liabilities (excluding derivative instruments) are determined in accordance with generally accepted pricing models based on discounted cash fl ow analysis using prices from observable current market transactions and dealer quoted for similar instruments; and

• the fair value of derivative instruments are calculated using quoted prices. Where such prices are not available, discounted cash fl ow analysis is used, based on the applicable yield curve of the duration of the instruments for non-optional derivatives, and option pricing models for optional derivatives.

The management considers that carrying values approximate the fair values of other classes of fi nancial assets and liabilities except for the convertible notes stated at amortised cost where fair value is disclosed in Note 21.

Except as detailed in the following table and in Note 12, the management considers that the carrying amounts of fi nancial assets and fi nancial liabilities recorded at amortised cost in the fi nancial statements approximate their fair values:

2009 2008 Carrying Fair Carrying Fair amount value amount value $’000 $’000 $’000 $’000

GROUP

Financial Asset Held-for-trading investment - Quoted equity security 2,017 2,017 1,101 1,101

Financial Liabilities Convertible notes 664,808 658,385 323,562 185,374

In the fi rst year of application of the Amendments to FRS 107, the following disclosures required by FRS 107.27A and FRS 107.27B are not required for the comparative periods.

The Group classifi es fair value measurements using a fair value hierarchy that refl ects the signifi cance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

a) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

b) inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and

c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

YANLORD LAND GROUP LIMITED 87 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

4 FINANCIAL RISKS AND MANAGEMENT (Cont’d)

(b) Financial risk management policies and objectives (Cont’d)

(vi) Fair value of fi nancial assets and fi nancial liabilities (Cont’d)

Financial instruments measured at fair value

Level 1Level 2Level 3Total $’000 $’000 $’000 $’000

GROUP

2009 Financial Asset Fair value through profi t or loss: Held-for-trading investment 2,017 – – 2,017

Financial Liability Fair value through profi t or loss: Derivative fi nancial instrument – – 7,122 7,122

COMPANY

2009 Financial Liability Fair value through profi t or loss: Derivative fi nancial instrument – – 7,122 7,122

Financial instruments measured at fair value based on level 3

Other fi nancial liability at fair value through profi t or loss Total $’000 $’000

GROUP AND COMPANY

2009 At January 1, 2009 – – Issuance of convertible notes due 2014 (7,122) (7,122) At December 31, 2009 (7,122) (7,122)

Signifi cant assumptions in determining fair value of fi nancial assets and liabilities

Derivative fi nancial instruments

Fair value is estimated using a Binominal Model that consists of some assumptions that are supportable by observable market rates, which includes risk free rate of 1.14%; volatility rate of 14.58% and expected dividend yield rate of Nil. The interest rate used to discount cash fl ows was 10.93%, which was derived from factors such as risk free rate and credit spread of comparable companies with similar credit ratings and bonds’ maturity.

88 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

4 FINANCIAL RISKS AND MANAGEMENT (Cont’d)

(c) Capital risk management policies and objectives

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance.

The Group monitors capital on the basis of the net debt to equity ratio. This ratio is calculated as total debt less cash and bank balances divided by equity. Total debt include bank loans, convertible notes, non-trade amount due to a minority shareholder of a subsidiary and a shareholder of the Company. Equity for this purpose comprises equity attributable to equity holders of the Company as well as minority interests as shown in the consolidated statement of fi nancial position.

The net debt to equity ratio as at December 31, 2009 and 2008 were as follows:

GROUP 2009 2008 $’000 $’000

Total debt 1,483,520 1,572,519 Cash and bank balances (1,357,059) (375,741) Net debt 126,461 1,196,778

Equity 3,185,037 2,330,376

Net debt to equity ratio 4.0% 51.4%

The Group’s overall strategy remains unchanged from 2008. The Group is in compliance with externally imposed capital requirements as at December 31, 2009 and 2008.

5 HOLDING COMPANY AND RELATED COMPANY TRANSACTIONS

The Company is a subsidiary of Yanlord Holdings Pte. Ltd., incorporated in the Republic of Singapore, which is also the Company’s ultimate holding company. Related companies in these fi nancial statements refer to members of the Company’s group of companies.

Transactions between the Company and its subsidiaries, which are related companies of the Company, have been eliminated on consolidation and are not disclosed in this note. The intercompany balances are unsecured, interest- free and repayable on demand unless otherwise stated.

The Company’s non-trade amounts due from subsidiaries that are not substantially denominated in the functional currency of the Company are as follows:

COMPANY 2009 2008 $’000 $’000

US dollars 1,151,254 995,021 HK dollars 103,409 109,996

The Company’s non-trade amount due to a subsidiary is denominated in HK dollars (2008 : substantially denominated in HK dollars).

YANLORD LAND GROUP LIMITED 89 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

6 OTHER RELATED PARTY TRANSACTIONS

Related parties are entities with common direct or indirect shareholders and/or directors. Parties are considered to be related if one party has the ability to control the other party or exercise signifi cant infl uence over the other party in making fi nancial and operating decisions.

Some of the Group’s transactions and arrangements are with related parties and the effect of these on the basis determined between the parties is refl ected in these fi nancial statements. The balances with related parties are unsecured, interest-free and repayable on demand unless otherwise stated. In 2008, the non-trade amount due to a shareholder of $2.7 million bore fl oating interest of 6.5% (2% plus cost of fund of bank) per annum.

The Group’s and Company’s balances with related parties are substantially denominated in the functional currencies of the respective entities.

During the year, the Group entered into the following transactions with related parties:

GROUP 2009 2008 $’000 $’000

Sale of properties to a minority shareholder of a subsidiary – (3,632) Sale of properties to related parties (2,530) (5,115) Interest income from minority shareholders of subsidiaries (1,514) (2,341) Other income from a jointly controlled entity (35) – Interest expense to a shareholder 26 895 Interest expense to minority shareholders of subsidiaries 4,594 3,705 Rental expense to a minority shareholder of a subsidiary 111 – Rental expense to a related party 1,363 938 Consultancy fee to a minority shareholder of a subsidiary 900 857 Other expense to a related party – 12

Compensation of directors and key management personnel

The remuneration of directors and other members of key management during the year was as follows:

GROUP 2009 2008 $’000 $’000

Short-term benefi ts 9,458 8,989 Post-employment benefi ts 151 52 Equity-settled share-based payments – 409 9,609 9,450

90 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

7 PROPERTY, PLANT AND EQUIPMENT

Leasehold Furniture, land and Motor fi xtures and Construction buildings vehicles equipment in progress Total $’000 $’000 $’000 $’000 $’000

GROUP

Cost: At January 1, 2008 20,144 9,267 9,421 1,000 39,832 Additions 802 2,277 5,851 – 8,930 Transfer from properties under development for sale 4,792 – – – 4,792 Disposals (6) (298) (101) – (405) Exchange difference 700 509 482 58 1,749 At December 31, 2008 26,432 11,755 15,653 1,058 54,898 Additions – 1,286 1,045 – 2,331 Cost adjustment (678) – – – (678) Disposals – (1,308) (612) – (1,920) Exchange difference (575) (207) (316) (23) (1,121) At December 31, 2009 25,179 11,526 15,770 1,035 53,510

Accumulated depreciation: At January 1, 2008 2,059 4,124 4,980 – 11,163 Depreciation for the year 794 2,098 1,409 – 4,301 Reclassifi cation – 53 (53) – – Eliminated on disposals (5) (238) (83) – (326) Exchange difference 105 293 284 – 682 At December 31, 2008 2,953 6,330 6,537 – 15,820 Depreciation for the year 773 1,657 2,345 – 4,775 Eliminated on disposals – (1,101) (541) – (1,642) Exchange difference (92) (149) (199) – (440) At December 31, 2009 3,634 6,737 8,142 – 18,513

Carrying amount: At end of year 21,545 4,789 7,628 1,035 34,997

At beginning of year 23,479 5,425 9,116 1,058 39,078

YANLORD LAND GROUP LIMITED 91 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

8 INVESTMENT PROPERTIES

GROUP 2009 2008 $’000 $’000

At fair value or cost: Balance as at beginning of year 347,324 219,901 Transfer from properties under development for sale 213,081 14,752 Transfer from completed properties for sale – 17,142 Change in fair value (Note 25) 120,691 81,220 Disposals (1,933) (1,203) Exchange difference (11,683) 15,512 Balance as at end of year 667,480 347,324

Comprising of: Fair value 622,644 347,324 Cost 44,836 – 667,480 347,324

The fair value of investment properties are stated at the valuation provided by an independent valuer, CB Richard Ellis Limited Hong Kong, for investment properties as at December 31, 2009 and 2008 by making reference to both the comparable sales transactions as available in the relevant market of these properties and the capitalisation of the existing and reversionary rental income potential.

As at December 31, 2009, a serviced apartment building under construction was stated at cost as it cannot be reliably valued due to the early stage of construction as at the end of the reporting period.

As at December 31, 2009, the investment properties amounting to $386.7 million (2008 : $30.5 million) were pledged to banks to secure the bank loans granted to the Group (Note 20).

The rental income earned by the Group from its investment properties under operating leases amounted to $8.3 million (2008 : $3.1 million). Direct operating expenses arising on the investment properties in the year amounted to $0.1 million (2008 : $0.2 million).

9 PROPERTIES FOR DEVELOPMENT/COMPLETED PROPERTIES FOR SALE/PROPERTIES UNDER DEVELOPMENT FOR SALE

GROUP 2009 2008 $’000 $’000

At cost: Properties for development (Non-current assets) 1,954,692 2,150,667 Completed properties for sale (Current assets) 240,364 506,244 Properties under development for sale (Current assets) 2,111,133 1,246,708 4,306,189 3,903,619

Properties for development, completed properties for sale and properties under development for sale are located in the PRC.

92 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

9 PROPERTIES FOR DEVELOPMENT/COMPLETED PROPERTIES FOR SALE/PROPERTIES UNDER DEVELOPMENT FOR SALE (Cont’d)

Up to December 31, 2009, total interest capitalised are as follows:

GROUP 2009 2008 $’000 $’000

Properties for development 35,179 50,268

Completed properties for sale 6,624 22,134

Properties under development for sale 73,848 49,079

The capitalisation rate is disclosed in Notes 20 and 21.

10 INVESTMENTS IN SUBSIDIARIES

COMPANY 2009 2008 $’000 $’000

Unquoted equity shares, at cost 515,319 515,319

Details of the Company’s subsidiaries at December 31, 2009 are as follows:

Country of Proportion of incorporation ownership (or registration) interest and Name of subsidiary and operation voting power held Principal activity 2009 2008 %%

Held by the Company

Yanlord Commercial Property Investments Pte. Ltd. (a) Singapore 100 100 Investment holding 仁恒商业地产投资有限公司

Yanlord Land Pte. Ltd. (a) Singapore 100 100 Investment holding 仁恒置地有限公司

Yanlord Land (HK) Co., Ltd. (b) Hong Kong 100 100 Investment holding 仁恒地产(香港)有限公司

Held by Yanlord Land Pte. Ltd. and its subsidiaries

Palovale Pte Ltd (a) Singapore 67 67 Investment holding 柏龙威有限公司

Yanlord Ho Bee Investments Pte. Ltd. (1) (2) Singapore 50 – Investment holding 仁恒和美投资有限公司

Yanlord Property Investments Pte. Ltd. (1) Singapore 100 – Investment holding 仁恒地产投资有限公司

Yanlord Property Pte. Ltd. (a) Singapore 60 60 Investment holding 仁恒地产有限公司

YANLORD LAND GROUP LIMITED 93 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

10 INVESTMENTS IN SUBSIDIARIES (Cont’d)

Country of Proportion of incorporation ownership (or registration) interest and Name of subsidiary and operation voting power held Principal activity 2009 2008 %%

Held by Yanlord Land Pte. Ltd. and its subsidiaries (Cont’d)

Yanlord Real Estate Pte. Ltd. (a) Singapore 95 95 Investment holding 仁恒置业发展有限公司

East Hero Investment Ltd. (b) Hong Kong 100 100 Investment holding 东亨投资有限公司

Singapore Yanlord Land (HK) Ltd. (b) Hong Kong 100 100 Management service 新加坡仁恒地产(香港)有限公司

Chengdu Everrising Asset Management Co., Ltd. (b) PRC 51 51 Property development 成都市恒业东升资产经营管理有限公司 and investment

Chengdu Yanlord Investment Management Co., Ltd. (b) PRC 100 100 Management service 成都仁恒投资管理有限公司 and investment

Chengdu Yanlord Property Management Co., Ltd. (b) PRC 100 100 Property management 成都仁恒物业管理有限公司

Yanlord Land (Chengdu) Co., Ltd. (b) PRC 100 100 Property development 仁恒置地(成都)有限公司

Guiyang Yanlord Property Co., Ltd. (b) PRC 67 67 Property development 貴阳仁恒房地产开发有限公司

Guiyang Yanlord Property Management Co., Ltd. (b) PRC 67 67 Property management 貴阳仁恒物业管理有限公司

Nanjing Yanlord Development Co., Ltd. (3) (b) PRC – 100 Property development 南京仁恒置地房产开发有限公司

Nanjing Yanlord Hotel Management Co., Ltd. (1) (b) PRC 100 – Hotel and serviced 南京仁恒酒店管理有限公司 apartment management

Nanjing Yanlord Property Management Co., Ltd. (b) PRC 100 100 Property management 南京仁恒物业管理有限公司

Nanjing Yanlord Real Estate Co., Ltd. (b) PRC 60 60 Property development 南京仁恒置业有限公司

Yanlord Investment (Nanjing) Co., Ltd. (b) PRC 100 100 Property development 仁恒投资(南京)有限公司 and investment

Shenzhen Long Wei Xin Investment Co., Ltd. (b) PRC 75 75 Property development 深圳市龙威信投资实业有限公司

Yanlord Land (Shenzhen) Co., Ltd. (b) PRC 100 100 Management service 仁恒置地(深圳)有限公司

Shanghai Hong Ming Ge Food & Beverage Service PRC 60 60 Restaurant operation Management Co., Ltd. (b) 上海宏名阁餐饮服务管理有限公司

94 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

10 INVESTMENTS IN SUBSIDIARIES (Cont’d)

Country of Proportion of incorporation ownership (or registration) interest and Name of subsidiary and operation voting power held Principal activity 2009 2008 %%

Held by Yanlord Land Pte. Ltd. and its subsidiaries (Cont’d)

Shanghai Pudong New District Private Yanlord PRC 50 50 Kindergarten operation Kindergarten (4) (b) 上海市浦东新区民办仁恒幼儿园

Shanghai Renjie Hebin Garden Property Co., Ltd. (2) (b) PRC 34 34 Property development 上海仁杰河滨园房地产有限公司

Shanghai Yanlord Gaoqiao Property Co., Ltd. (4) (b) PRC 50 50 Property development 上海仁恒高乔房地产有限公司

Shanghai Yanlord Investment Management Co., Ltd. (5) (b) PRC 100 100 Management service 上海仁恒投资管理有限公司 and investment

Shanghai Yanlord Property Co., Ltd. (5) (b) PRC 67 67 Property development 上海仁恒房地产有限公司

Shanghai Yanlord Property Management Co., Ltd. (b) PRC 67 67 Property management 上海仁恒物业管理有限公司

Shanghai Yanlord Real Estate Co., Ltd. (b) PRC 56 56 Property development 上海仁恒置业发展有限公司

Shanghai Yanlord Senlan Real Estate Co., Ltd. (1) (5) (b) PRC 60 – Property development 上海仁恒森兰置业有限公司

Shanghai Yanlord Yangpu Property Co., Ltd. (5) (b) PRC 100 100 Property development 上海仁恒杨浦房地产有限公司

Shanghai Zhongting Property Development Co., PRC 100 – Property development Ltd. (5) (6) (b) 上海中庭房地产开发有限公司

Yanlord Land Investment Management (Shanghai) Co., PRC 100 100 Management service Ltd. (b) 仁恒置地投资管理(上海)有限公司

Suzhou Yinghan Property Development Co., Ltd. (b) PRC 100 100 Property development 苏州鷹汉房地产开发有限公司

Suzhou Zhonghui Property Development Co., Ltd. (b) PRC 100 100 Property development 苏州中辉房地产开发有限公司

Yanlord Property (Suzhou) Co., Ltd. (b) PRC 60 100 Property development 仁恒地产(苏州)有限公司

Tianjin Yanlord Haihe Development Co., Ltd. (b) PRC 80 80 Property development 天津仁恒海河开发有限公司

Tianjin Yanlord Property Management Co., Ltd. (b) PRC 100 100 Property management 天津仁恒物业服务有限公司

YANLORD LAND GROUP LIMITED 95 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

10 INVESTMENTS IN SUBSIDIARIES (Cont’d)

Country of Proportion of incorporation ownership (or registration) interest and Name of subsidiary and operation voting power held Principal activity 2009 2008 %%

Held by Yanlord Land Pte. Ltd. and its subsidiaries (Cont’d)

Yanlord Commercial Investment (Tianjin) Co., Ltd. (3) (b) PRC – 100 Management service 仁恒商业投资(天津)有限公司 and investment

Yanlord Development (Tianjin) Co., Ltd. (b) PRC 100 100 Property development 仁恒发展(天津)有限公司

Zhuhai Yanlord Industrial Co., Ltd. (b) PRC 95 95 Property development 珠海仁恒实业有限公司

Zhuhai Yanlord Property Management Co., Ltd. (b) PRC 90 90 Property management 珠海仁恒物业管理有限公司

Zhuhai Yanlord Real Estate Development Co., Ltd. (b) PRC 90 90 Property development 珠海仁恒置业发展有限公司

(1) Incorporated during the year.

(2) Although the Group does not effectively own more than 50% of the equity shares of these entities, it has control over the fi nancial and operating policies of these entities and hence regards these entities as subsidiaries.

(3) Liquidated during the year.

(4) The proportion of ownership interest and voting power held is 50.25%.

(5) Pursuant to the shareholder agreement signed in 2007, a subsidiary of the Company, Yanlord Land Pte. Ltd., committed to acquire the remaining interest in a subsidiary, Shanghai Yanlord Property Co., Ltd. (“SYP”). Yanlord Land Pte. Ltd. injected additional capital of US$99.0 million (equivalent to $144.6 million) into SYP in 2007 (as part of the payment to increase ownership interest in SYP) and paid a further RMB123.1 million (equivalent to $24.4 million) to the minority shareholder of SYP representing the minority shareholder’s share of reserves. The additional capital injected into SYP was utilised in acquisition of land and development of Shanghai Yanlord Yangpu Property Co., Ltd.. In accordance of the shareholder agreement, the minority shareholder of SYP is not entitled to share the results of Shanghai Yanlord Investment Management Co., Ltd., Shanghai Yanlord Senlan Real Estate Co., Ltd., Shanghai Yanlord Yangpu Property Co., Ltd. and Shanghai Zhongting Property Development Co., Ltd.. Upon payment of total consideration of RMB142.2 million (equivalent to $29.5 million) to the minority shareholder in future, SYP will become a wholly-owned subsidiary of the Company.

(6) Acquired during the year (Note 32).

Notes on auditors

(a) Audited by Deloitte & Touche LLP, Singapore.

(b) Audited by Deloitte Touche Tohmatsu, Shanghai for consolidation purposes.

96 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

11 INVESTMENTS IN JOINTLY CONTROLLED ENTITIES

GROUP 2009 $’000

Cost of investments in jointly controlled entities 28,500 Share of post-acquisition loss (166) Share of currency translation reserve 6 28,340

Details of the Group’s jointly controlled entities at December 31, 2009 are as follows:

Country of Proportion of incorporation ownership (or registration) interest and Name of jointly controlled entity and operation voting power held Principal activity 2009 2008 %%

Held by Yanlord Land Pte. Ltd.

Singapore Intelligent Eco Island Development Pte. Singapore 40 – Investment holding Ltd. (1) (a) 新加坡智慧生态岛开发有限公司

Held by Singapore Intelligent Eco Island Development Pte. Ltd.

Sino-Singapore Nanjing Eco Hi-tech Island Development PRC 20 – Property development Co., Ltd. (1) (b) 中新南京生态科技岛开发有限公司

(1) Incorporated during the year.

Notes on auditors

(a) Audited by Deloitte & Touche LLP, Singapore.

(b) Audited by Deloitte Touche Tohmatsu, Shanghai for consolidation purposes.

Summarised fi nancial information in respect of the jointly controlled entities is set out as below:

2009 $’000

Total assets 70,869 Total liabilities (19) Net assets 70,850

Group’s share of net assets of jointly controlled entities 28,340

Loss for the fi nancial year 415

Group’s share of loss of jointly controlled entities for the fi nancial year 166

The non-trade amount due from jointly controlled entities is unsecured, interest-free and repayable on demand.

YANLORD LAND GROUP LIMITED 97 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

12 AVAILABLE-FOR-SALE INVESTMENT

GROUP 2009 2008 $’000 $’000

Unquoted equity shares, at cost 10,220 10,445

The investment included above represents an investment in unquoted equity shares that presents the Group with opportunity for return through dividend income and capital appreciation. The management is of the view that the fair value of unquoted equity shares cannot be measured reliably as the range of reasonable fair value estimates is signifi cant and the probabilities of the various estimates cannot be reasonably assessed. Accordingly, this investment is stated at cost.

The available-for-sale investment is denominated in the functional currency of the respective entity.

The management has evaluated whether there is any indicator of impairment for unquoted equity shares carried at cost, by considering both internal and external sources of information, and is satisfi ed that there is no such indicator.

13 INTANGIBLE ASSET

GROUP 2009 2008 $’000 $’000

Club membership 125 128

At December 31, 2009 and 2008, the management assessed that the marketable value of the club membership and determined that it was in excess of its carrying amount.

14 DEFERRED TAXATION

GROUP 2009 2008 $’000 $’000

Deferred tax assets 17,254 5,637 Deferred tax liabilities (118,875) (46,640) (101,621) (41,003)

98 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

14 DEFERRED TAXATION (Cont’d)

The following are the major deferred tax assets and liabilities recognised by the Group and movements thereon during the current and prior reporting year.

Accelerated tax depreciation Revaluation and excess of of investment tax deductible Withholding properties expenses tax Tax losses Total $’000 $’000 $’000 $’000 $’000

GROUP

At January 1, 2008 (23,926) (58) – 6,907 (17,077) Charge to income statement for the year (Note 27) (20,702) (2) – (1,458) (22,162) Exchange difference (2,012) – – 248 (1,764) At December 31, 2008 (46,640) (60) – 5,697 (41,003) (Charge) credit to income statement for the year (Note 27) (31,334) 6,671 (42,986) 5,415 (62,234) Exchange difference 1,344 6 741 (475) 1,616 At December 31, 2009 (76,630) 6,617 (42,245) 10,637 (101,621)

Pursuant to PRC tax regulations, at the end of the reporting period, the Group has unutilised tax losses of $75.9 million (2008 : $44.5 million) available for offset against future profi ts. A deferred tax asset of $10.6 million (2008 : $5.7 million) has been recognised in respect of $42.6 million (2008 : $22.7 million) of such losses. No deferred tax asset has been recognised in respect of the remaining $33.3 million (2008 : $21.8 million) due to the unpredictability of future profi t streams. Tax losses may be carried forward for 5 years subject to the conditions imposed by law including the retention of majority shareholders as defi ned.

15 OTHER RECEIVABLES AND DEPOSITS

GROUP 2009 2008 $’000 $’000

Advances to suppliers 841 1,669 Deposits for purchase of land for development and construction of properties 30,177 10,522 Staff loans 2,651 2,269 Prepayments 13,417 129 Sales tax prepayments 41,733 1,034 Interest receivables 357 – Other receivables (1) 23,510 26,300 112,686 41,923

(1) Included in other receivables is an advance of $4.1 million (2008 : $14.8 million) to a PRC government agent for the resettlement of occupants from land which the Group intends to purchase. In 2008, the advance is unsecured, interest-free and repayable within 6 months from the date of advance unless extension is mutually agreed or the resettlement of occupants is not completed.

The management considers the credit risk on other receivables and deposits is limited because the counterparties are government agents or third parties with long business relationships with the Group.

The other receivables and deposits are substantially denominated in the functional currencies of the respective entities.

YANLORD LAND GROUP LIMITED 99 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

16 NON-TRADE AMOUNTS DUE FROM/TO MINORITY SHAREHOLDERS OF SUBSIDIARIES

Amounts due from minority shareholders of subsidiaries are unsecured, interest-free and repayable on demand except for the following:

a) An amount of $Nil (2008 : $21.2 million) which bore interest at Nil (2008 : 8.2%) per annum is secured by undistributed retained earnings of a subsidiary yet to be distributed as dividends to the minority shareholder of that subsidiary.

b) An amount of $5.4 million (2008 : $1.9 million) which bore interest at 4.0% (2008 : 4.0%) per annum is secured by undistributed retained earnings of a subsidiary yet to be distributed as dividends to the minority shareholder of that subsidiary.

c) Total amount of $15.6 million (2008 : $14.8 million) which bore interest at 5.4% (2008 : 7.5%) per annum is secured by future earnings that will be distributed by a subsidiary to the minority shareholders of that subsidiary.

Amounts due to minority shareholders of subsidiaries are unsecured, interest-free and repayable on demand except for a non-current amount of $40.6 million (2008: $69.6 million) which bears interest at 5.9% (2008: 8.3%) per annum and is repayable within 2 years (2008: 3 years); and a current amount of $27.5 million in 2009 which bears interest at 5.9% per annum.

The carrying amounts of amounts due from/to minority shareholders of subsidiaries approximate their fair values due to the relatively short term maturity of interest-free balances or the interest rates approximate the prevailing market rates.

Non-trade amounts due to minority shareholders of subsidiaries are denominated in the functional currencies of respective entities.

The non-trade amounts due from minority shareholders of subsidiaries that are not denominated in the functional currencies of the respective entities are as follows:

GROUP 2009 2008 $’000 $’000

HK dollars 2,057 2,025 RMB 16,056 15,443

17 HELD-FOR-TRADING INVESTMENT

GROUP 2009 2008 $’000 $’000

Quoted equity security, at fair value 2,017 1,101

Held-for-trading investment presents the Group with opportunities for return through dividend income and fair value gains. This investment has no fi xed maturity or coupon rate. The fair value of this security is based on the closing quoted market price on the last market day of the fi nancial year.

The held-for-trading investment is denominated in HK dollars.

100 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

18 CASH AND BANK BALANCES AND PLEDGED BANK DEPOSITS

GROUP COMPANY 2009 2008 2009 2008 $’000 $’000 $’000 $’000

Cash on hand 275 396 – – Cash at bank 914,259 323,342 446 380 Fixed deposits 442,525 52,003 246,798 – Cash and cash equivalents 1,357,059 375,741 247,244 380

Pledged bank deposits 5,042 8,272 – –

Pledged bank deposits, cash and bank balances comprise cash held by the Group and short term bank deposits with an original maturity of 3 months or less. The carrying amounts of these assets approximate their fair values.

The effective interest rates for fi xed deposits and pledged bank deposits are 0.7% (2008 : 1.5%) and 4.2% (2008 : 4.3%) per annum respectively.

Pledged bank deposits represent deposits pledged to banks to secure certain mortgage loans provided by banks to customers for the purchase of the Group’s development properties and as securities for construction contracts required by certain suppliers and local authorities.

The cash and bank balances that are not denominated in the functional currencies of the respective entities are as follows:

GROUP COMPANY 2009 2008 2009 2008 $’000 $’000 $’000 $’000

US dollars 2,314 18,760 17 66

19 SHARE CAPITAL

GROUP AND COMPANY 2009 2008 2009 2008 ’000 ’000 $’000 $’000 Number of ordinary shares

Issued and paid up: At beginning of year 1,831,334 1,825,814 1,226,168 1,219,081 Issuance of shares pursuant to offering exercise, net of e x p e n s e s 110 , 0 0 0 – 2 25 ,724 – Issuance of shares under Pre-IPO Share Option Scheme 2,090 5,520 2,684 7,087 At end of year 1,943,424 1,831,334 1,454,576 1,226,168

Fully paid up ordinary shares, which have no par value, carry one vote per share and carry a right to dividends as and when declared by the Company.

YANLORD LAND GROUP LIMITED 101 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

20 BANK LOANS

GROUP 2009 2008 $’000 $’000

The bank loans are repayable as follows:

On demand or within one year 250,684 347,339 More than one year but not exceeding two years 125,399 662,160 More than two years but not exceeding fi ve years 340,420 167,206 More than fi ve years 41,264 – 757,767 1,176,705 Less: Amount due for settlement within 12 months (shown under current liabilities) (250,684) (347,339) Amount due for settlement after 12 months 507,083 829,366

Secured - Current bank loans 93,505 254,979 - Non-current bank loans 434,598 461,537 528,103 716,516 Unsecured 229,664 460,189 757,767 1,176,705

The above secured bank loans are pledged on the following:

GROUP 2009 2008 $’000 $’000

Properties for development 154,768 386,123 Completed properties for sale 41,728 197,871 Properties under development for sale 847,670 777,548 Investment properties 386,715 30,478 Leasehold land and buildings – 10,133 Bank deposits – 2,704

The bank loans that are not denominated in the functional currencies of the respective entities are as follows:

GROUP 2009 2008 $’000 $’000

HK dollars 136,468 288,121

As at the end of the reporting period, the bank loans for the purpose of property development, amounting to $136.5 million (2008 : $288.1 million) bear fl oating interest rate 1.5% (2008 : 1.5% to 1.6%) plus HIBOR rate of the bank of 2.9% (2008 : 5.09% to 5.13%) per annum due in 2010.

The other bank loans which are for the purpose of property development, bear fl oating interest rate based on a bank’s prime rate and the average effective interest rate was 5.4% (2008 : 7.2%) per annum.

The carrying amounts of bank loans approximate their fair values as the interest rates approximate the prevailing market rates.

102 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

21 CONVERTIBLE NOTES

The convertible notes comprise notes issued in 2007 and 2009.

(a) The convertible notes issued on February 6, 2007 (“Notes 2012”) will mature on February 6, 2012. The Notes 2012 accrue interest at 4.00% per annum, compounded semi-annually. Accrued interest on Notes 2012 is payable only at maturity or upon early redemption, and will be foregone upon conversion of the Notes 2012. The conversion price was initially $2.7531 per share, and has been adjusted on account of the dividend distributions to $2.7100 and $2.6500 per share as at December 31, 2008 and 2009 respectively. The conversion price may be further adjusted for certain specifi ed dilutive events. The Notes 2012 are convertible into 127,641,509 and 124,815,535 new ordinary shares of the Company as at December 31, 2009 and 2008 respectively based on the adjusted conversion price at the option of the holders.

(b) The convertible notes issued on July 13, 2009 (“Notes 2014”) will mature on July 13, 2014. The Notes 2014 accrue interest at 5.85% per annum with interest payable on January 13 and July 13 of each year, commencing on January 13, 2010. The initial conversion price is $2.6208 per share and may be further adjusted for certain specifi ed dilutive and other events. The Notes 2014 are convertible into 143,086,080 new ordinary shares of the Company as at December 31, 2009 based on the initial conversion price at the option of the holders. The Company may, at any time on or after July 13, 2011 but before July 3, 2014, mandatorily convert all of the Notes 2014 if the volume weighted average price of the Company’s shares was at least 130% of the conversion price in effect on the date of notice.

The net proceeds received from the issue of the Notes 2012 and Notes 2014 have been allocated between the liability and equity components. The equity component represents the fair value of the embedded option to convert the liability into equity:

GROUP AND COMPANY 2009 2008 $’000 $’000

Nominal value of Notes 2012 and Notes 2014 issued 852,250 477,250 Equity component (gross) (129,843) (69,063) Transaction costs (1) (19,457) (14,877) Liability component at date of issue (2) 702,950 393,310 Cumulative interest charged 92,468 50,564 Interest payable within one year (10,298) – Converted to equity (120,312) (120,312) Liability component at end of year (2) 664,808 323,562

(1) Transaction costs included non-audit fees of $367,943 and $252,430 paid to the auditors of the Company and its affi liated fi rm in 2009 and 2007 respectively in connection with the offering exercise of convertible notes of the Company.

(2) Included in liability component is put option of bondholders of Notes 2014 amounting to $7.1 million at date of issue. The management has determined that the fair value of the put option has not changed materially between the date of issue of Notes 2014 and the end of the year.

The interest of Notes 2012 charged for the year is calculated by applying an effective interest rate of 8.0% per annum to the liability component since the Notes 2012 were issued. The interest of Notes 2014 charged for the year is calculated by applying an effective interest rate of 11.3% per annum to the liability component for the six-month period since the Notes 2014 were issued.

The management estimates the fair value of the liability component of the Notes 2012 at December 31, 2009 to be approximately $343.5 million (2008 : $185.4 million). This fair value has been calculated by assuming redemption on February 6, 2012 and using interest rate of 8.9% (2008 : 27.6%) per annum, compounded semi- annually. The interest rate is based on Singapore government’s two-year treasury bill rate of 2.6% (2008 : two- year treasury bill rate of 3.1%) per annum which will mature on April 1, 2012 (2008 : February 1, 2011), a credit spread risk margin of 4.3% (2008 : 19.6%) per annum and holding the liquidity risk rate as a percentage of both the risk free rate and the liquidity risk rate constant.

The management is of the view that the carrying amount of Notes 2014 approximates its fair value.

Notes 2012 and Notes 2014 are denominated in the functional currency of the Company.

YANLORD LAND GROUP LIMITED 103 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

22 TRADE PAYABLES

GROUP 2009 2008 $’000 $’000

Outside parties 364,544 335,511

The average credit period for trade payables is 104 days (2008 : 116 days).

The trade payables are substantially denominated in the functional currencies of the respective entities.

23 OTHER PAYABLES

GROUP COMPANY 2009 2008 2009 2008 $’000 $’000 $’000 $’000

Advances received from buyers 1,021,466 129,498 – – Accrued expenses 19,770 5,204 416 463 Interest payable 11,318 1,098 10,299 – Other payables 28,808 87,990 50 – 1,081,362 223,790 10,765 463

The other payables are substantially denominated in the functional currencies of the respective entities.

24 REVENUE

GROUP 2009 2008 $’000 $’000

Gross income from property development 1,645,588 1,034,353 Less: Business tax (82,583) (52,280) Net income from property development 1,563,005 982,073

Gross income from property investment 9,630 3,454 Less: Business tax (612) (284) Net income from property investment 9,018 3,170

Gross income from others 29,601 23,614 Less: Business tax (1,938) (1,640) Net income from others 27,663 21,974

Total 1,599,686 1,007,217

104 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

25 OTHER OPERATING INCOME

GROUP 2009 2008 $’000 $’000

Doubtful debts recovered 1– Dividend income from available-for-sale investment 1,193 3,115 Dividend income from held-for-trading investment 43 27 Fair value gain on investment properties (Note 8) 120,691 81,220 Fair value gain on held-for-trading investment 374 – Interest income 6,690 7,957 Excess of fair values of net identifi able assets acquired over the cost of combination 70 – Net gain on disposal of property, plant and equipment – 11 Net gain on disposal of investment properties 160 – Government subsidies 9,940 8,132 Tax subsidies –4,038 Others 5,388 7,914 Total 144,550 112,414

26 FINANCE COST

GROUP 2009 2008 $’000 $’000

Interest on bank loans 50,053 71,827 Interest on convertible notes 41,904 24,367 Interest expense to a shareholder 26 895 Interest expense to minority shareholders of subsidiaries 4,594 3,705 Total 96,577 100,794 Less: Interest capitalised in - properties for development (10,984) (33,221) - properties under development for sale (67,285) (62,834) Net 18,308 4,739

27 INCOME TAX

GROUP 2009 2008 $’000 $’000

Current - Foreign 117,137 69,126 Deferred income tax (Note 14) 19,248 22,162 Deferred withholding tax (Note 14) 42,986 – Land appreciation tax (“LAT”) 287,942 174,728 Withholding tax 13,034 385 Under provision in prior years 13,142 526 Total 493,489 266,927

No provision for Singapore taxation has been made as the majority of the Group’s income neither arises in, nor is derived from Singapore.

YANLORD LAND GROUP LIMITED 105 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

27 INCOME TAX (Cont’d)

Taxation arising in the PRC is calculated at the prevailing rate of 20% (2008 : 18%) for major PRC operating subsidiaries. The prevailing rate in the other subsidiaries is at 10% to 25% in 2009 and 2008.

On March 16, 2007, the PRC promulgated the Law of the PRC on Enterprise Income Tax (“New Law”) by Order No.63 of the President of the PRC, with an effective date of January 1, 2008. On December 28, 2007, the State Council of the PRC issued Implementation Regulations of the New Law. Due to the New Law and Implementation Regulations, the PRC subsidiaries will be subject to 25% Enterprise Income Tax, commencing January 1, 2008 except that certain subsidiaries which originally enjoy the preferential tax rates shall gradually transit to the tax rate of 25% within 5 years after the enforcement of the new tax law.

The income tax expense varied from the amount of income tax expense determined by applying the above income tax rate to profi t before income tax as a result of the following differences:

GROUP 2009 2008 $’000 $’000

Income tax expense at PRC applicable tax rate of 20%* (2008 : 18%*) 185,809 104,559 Non-deductible items 8,445 3,265 Non-taxable items (559) (1,124) Effect of unutilised tax losses not recognised as deferred tax assets 2,706 1,585 Effect of different tax rates for certain subsidiaries 5,731 15,045 Effect of LAT 230,354 143,277 Withholding tax 56,020 385 Under provision in prior years 13,142 526 Others (8,159) (591) Total income tax expense 493,489 266,927

* These are the applicable tax rates for most of the Group’s taxable profi ts.

Income tax for overseas subsidiaries is calculated at the rates prevailing in the respective jurisdictions.

According to a PRC tax circular of State Administration of Taxation, Guoshuihan [2008] No.112, dividend distributed out of the profi ts generated since January 1, 2008 held by the PRC entity to “non-resident” investors shall be subject to PRC withholding income tax. Deferred tax liability of $41.6 million (2008 : $Nil) on the undistributed earnings of the PRC subsidiaries has been charged to the consolidated income statement of the year.

LAT

There is no signifi cant development in LAT ruling and interpretation in 2009 and 2008.

As disclosed in prior years’ audited consolidated fi nancial statements, the directors of the Company, after taking into account legal advice received and consulting the local Shanghai Pudong Tax Bureau, are of the opinion that the relevant tax authority is not likely to impose any LAT on a retrospective basis. Accordingly, no provision has been made in respect of those properties sold in Pudong New District prior to October 1, 2006.

If LAT was to be levied on the Group’s Shanghai Pudong New District properties in accordance with the Provisional Regulations on a retrospective basis, the Group would have incurred additional LAT in the aggregate amount of $111.6 million for the fi nancial periods prior to October 1, 2006, as adjusted for minority interests and for income tax deductions. Should any of these exposures materialise, the Group’s current year net profi t will be impacted by the same amount.

106 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

27 INCOME TAX (Cont’d)

LAT (Cont’d)

The management of the Company is of the view that the actual LAT payable as required under the Provisional Regulations approximates the amount of LAT actually paid and accrued by the Group for the PRC subsidiaries as at December 31, 2009.

The actual Group’s LAT liabilities are subject to the determination by the tax authorities upon completion of the property development projects and are subject to the specifi c implementation rules or measures mentioned above.

28 PROFIT FOR THE YEAR

Profi t for the year has been arrived at after charging (crediting):

GROUP 2009 2008 $’000 $’000

Depreciation of property, plant and equipment (1) 4,775 4,301

Employee benefi ts expense (including directors’ remuneration):

Equity-settled share-based payments – 1,148 Retirement benefi t scheme contributions 3,136 2,602 Salaries and other short-term benefi ts 44,201 40,901 Total employee benefi ts expense 47,337 44,651

Directors’ fees 400 400 Directors’ remuneration: - of the Company 5,211 4,332 - of the subsidiaries 723 700 5,934 5,032

Fair value (gain) loss on held-for-trading investment (374) 2,155 Gain on acquisition of additional interest from a minority shareholder – (15) Net loss (gain) on disposal of property, plant and equipment 22 (11) Net (gain) loss on disposal of investment properties (160) 109 Net foreign exchange gain (5,153) (1,498) Goodwill written off (Note 32) –632 Excess of fair values of net identifi able assets acquired over the cost of combination (Note 32) (70) – Cost of completed properties for sale recognised as expenses 679,608 423,399 Non-audit fees: - paid to auditors of the Company 7 45 - paid to other auditors 107 95

(1) In 2009, $368,000 (2008 : $401,000) of depreciation of property, plant and equipment is capitalised in properties for development and properties under development for sale.

YANLORD LAND GROUP LIMITED 107 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

29 EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share attributable to the ordinary equity holders of the Company is based on the following data:

GROUP 2009 2008 $’000 $’000

Earnings

Earnings for the purposes of basic earnings per share (profi t for the year attributable to equity holders of the Company) 325,356 225,841 Effect of dilutive potential ordinary shares: Interests on convertible notes 12,176 2,437 Earnings for the purposes of diluted earnings per share 337,532 228,278

GROUP 2009 2008 ’000 ’000

Number of shares

Weighted average number of ordinary shares for the purposes of basic earnings per share 1,888,803 1,828,002 Effect of dilutive potential ordinary shares: Share options 3,502 5,283 Convertible notes 193,868 124,815 Weighted average number of ordinary shares for the purposes of diluted earnings per share 2,086,173 1,958,100

GROUP 2009 2008

Earnings per share (cents): Basic 17.23 12.35

Diluted 16.18 11.66

30 DIVIDENDS

For the fi nancial year ended December 31, 2008, the directors declared a fi rst and fi nal one-tier tax exempt dividend of 1.23 cents per ordinary share amounting to $22,525,414, which was paid during 2009.

In 2008, $22,092,355 of dividends was paid in respect of a fi rst and fi nal one-tier tax exempt dividend of 1.21 cents per ordinary share declared for the fi nancial year ended December 31, 2007.

In respect of the current year, the directors proposed a fi rst and fi nal one-tier tax exempt dividend of 1.68 cents per ordinary share amounting to $32,649,531. The dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these fi nancial statements.

108 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

31 SEGMENT INFORMATION

The Group’s reportable operating segments are as follows:

(i) Property development: Development of residential, commercial and other properties.

(ii) Property investment: Leasing of investment properties to generate rental income and to gain from the appreciation in the value of the properties in the long term.

(iii) Others: Provision of property management, ancillary services, investment holding and others.

Information regarding the operations of each reportable segment is included below. The management monitors the operating results of each operating segment for the purpose of making decisions on resource allocation and performance assessment.

The Group’s operations are located in the PRC, hence no analysis by geographical area of operations is provided.

Segment revenue and results

The following is an analysis of the Group’s revenue and results by reportable segment:

GROUP Profi t (loss) before Revenue income tax 2009 2008 2009 2008 $’000 $’000 $’000 $’000

Property development 1,563,005 982,073 841,153 524,324 Property investment 9,018 3,170 117,317 81,600 Others 27,663 21,974 (29,426) (25,041) Total 1,599,686 1,007,217 929,044 580,883

Segment profi t represents the profi t earned by each segment as determined using the Group’s accounting policy. This is the measure reported to the chief operating decision maker for the purposes of resources allocation and assessment of segment performance.

Segment assets

GROUP 2009 2008 $’000 $’000

Property development 5,668,621 4,417,516 Property investment 672,582 348,498 Others 365,493 53,166 Consolidated total assets 6,706,696 4,819,180

All assets are allocated to reportable segments. Liabilities are not allocated as they are not monitored by the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.

YANLORD LAND GROUP LIMITED 109 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

31 SEGMENT INFORMATION (Cont’d)

Other segment information

GROUP Additions to Depreciation non-current assets 2009 2008 2009 2008 $’000 $’000 $’000 $’000

Property development 3,066 3,231 706,417 812,160 Property investment 788 5 214,254 31,894 Others 921 1,065 534 1,998 Total 4,775 4,301 921,205 846,052

32 ACQUISITION OF SUBSIDIARIES

On December 1, 2009, a subsidiary of the Company, Shanghai Yanlord Investment Management Co., Ltd., acquired a wholly-owned subsidiary, incorporated in the PRC, Shanghai Zhongting Property Development Co., Ltd. (“SZPD”), for a total cash consideration of approximately $5.1 million (RMB25.0 million). This transaction has been accounted for by the purchase method of accounting.

The net assets acquired in the transaction are as follows:

Carrying amount before Fair value acquisition adjustments Fair value $’000 $’000 $’000

2009

Net assets acquired: Cash and bank balances 173 – 173 Other receivables and deposits 5,001 – 5,001 5,174

Excess of fair values of net identifi able assets acquired over the cost of combination (Note 28) (70) Total consideration satisfi ed by cash 5,104

Net cash outfl ow arising on acquisition: Cash consideration (5,104) Cash and bank balances of a subsidiary acquired 173 (4,931)

On April 2, 2008, a subsidiary of the Company, Yanlord Development (Tianjin) Co., Ltd. (“YDT”), acquired an additional shareholding interest of 70.6% in Tianjin Yanlord Haihe Development Co., Ltd. (“TYHD”) for a total cash consideration of approximately $317.7 million (RMB1,599.2 million), which includes commitment for capital injection of $138.9 million (RMB699.2 million) in future as included in Note 35 to the fi nancial statements. Following the acquisition, the Group’s shareholding in TYHD held though YDT increased from 9.4% to 80.0%. This transaction was accounted for by the purchase method of accounting.

110 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

32 ACQUISITION OF SUBSIDIARIES (Cont’d)

The net assets acquired in the transactions are as follows:

Carrying amount before Fair value acquisition adjustments Fair value $’000 $’000 $’000

2008

Net assets acquired: Properties for development 176,944 – 176,944 Cash and bank balances 44,049 – 44,049 Other receivables and deposits 8 – 8 221,001 Minority interests (637) Goodwill written off (Note 28) 632 Interest in a subsidiary previously accounted for as available-for-sale investment (Note 12) (42,205) Total consideration satisfi ed by cash 178,791

Net cash outfl ow arising on acquisition: Cash consideration (178,791) Cash and bank balances of a subsidiary acquired 44,049 (134,742)

The management is of the view that the deferred tax impact on excess of the Group’s interest in the net fair value of the acquired subsidiaries’ identifi able assets, liabilities and contingent liabilities over cost is not signifi cant.

The subsidiary acquired during the year contributed $0.075 million loss (2008 : $0.005 million loss) to the Group’s profi t for the year for the period between the date of acquisition and the end of the reporting period. There is no revenue contributed by the subsidiary acquired (2008 : $Nil).

If the acquisition had been completed on January 1, total Group’s profi t for the year in 2009 would have remained at $435.6 million (2008 : decreased by $0.8 million to $313.2 million). There is no impact to total Group’s revenue (2008 : $Nil).

33 SHARE-BASED PAYMENTS

The options under the Scheme grant the right to the holder to subscribe for new ordinary shares of the Company at the discount of fi fteen percent (15%) of the IPO offer share price of $1.08. The options granted under the Scheme will be exercisable after the second anniversary of the date of grant of the options and all options must be exercised before the fi fth anniversary from the date of grant of the options. The maximum number of shares in respect of which options may be granted under the Scheme shall not exceed 1% of the issued share capital of the Company on the date immediately preceding the Offer Date of the Option.

Each option grants the holder the right to subscribe for one ordinary share in the Company. The options may be exercised in full or in part thereof. By virtue of the options, the holders do not have the right to participate in any share issue of the other companies in the Group. Options granted are cancelled when the holder is no longer a full time employee of the Company or any corporations in the Group subject to certain exceptions in accordance with the rules of the Scheme.

The above share option scheme is administered by a Pre-IPO Share Option Management Committee.

YANLORD LAND GROUP LIMITED 111 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

33 SHARE-BASED PAYMENTS (Cont’d)

Details of the share options outstanding during the year are as follows:

GROUP AND COMPANY 2009 2008 Weighted Weighted Number of average Number of average share options exercise price share options exercise price ’000 $ ’000 $

Outstanding and exercisable at beginning of year 7,402 0.92 13,032 0.92 Exercised during the year (2,090) 0.92 (5,520) 0.92 Lapsed during the year – 0.92 (110) 0.92 Outstanding and exercisable at end of year 5,312 0.92 7,402 0.92

The weighted average share price at the date of exercise for share options exercised during the year was $2.35 (2008 : $1.85). The options outstanding at end of the year have a weighted average remaining contractual life of 1.5 years (2008 : 2.5 years).

The estimated fair values of the options granted on June 21, 2006 were $5.3 million.

These fair values for share options granted in 2006 were calculated using the Black-Scholes pricing model. The inputs into the model were as follows:

Weighted average share price ($) 1.08 Weighted average exercise price ($) 0.92 Expected volatility 20.04% Expected life 2 Risk free rate 3.64% Expected dividend yield –

Expected volatility was determined by calculating the historical volatility of the Company’s share price over the previous 3 months. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

The Group and the Company recognised total expense of $Nil (2008 : $1.1 million) related to equity-settled share- based payment transactions during the year.

34 OPERATING LEASE ARRANGEMENTS

The Group as leasee

GROUP 2009 2008 $’000 $’000

Minimum lease payments under operating leases recognised as an expense in the year 5,005 4,581

112 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

34 OPERATING LEASE ARRANGEMENTS (Cont’d)

At the end of the reporting period, the Group has outstanding commitments under non-cancellable operating leases, which fall due as follows:

GROUP 2009 2008 $’000 $’000

Within one year 2,500 4,751 In the second to fi fth year inclusive 3,170 6,093 5,670 10,844

Operating lease payments substantially represent rental payables by the Group in respect of land and buildings for its offi ce premises and staff accommodation. Leases are negotiated for an average term of less than two years.

The Group as lessor

The Group rents out its investment properties and certain completed properties for sale in the PRC under operating leases. Property rental income earned during the year was $8.9 million (2008 : $4.6 million).

At the end of the reporting period, the Group has contracted with tenants for the following future minimum lease payments:

GROUP 2009 2008 $’000 $’000

Within one year 14,658 4,652 In the second to fi fth year inclusive 92,568 11,545 More than fi ve years 201,348 3,356 308,574 19,553

35 CAPITAL EXPENDITURE COMMITMENTS

Estimated amounts committed for future capital expenditure but not provided for in the fi nancial statements:

GROUP 2009 2008 $’000 $’000

Construction of properties 542,052 510,900 Acquisition of land use rights 589,055 193,741 Additional capital injection in subsidiaries 91,586 178,084 Others – 4 1,222,693 882,729

YANLORD LAND GROUP LIMITED 113 ANNUAL REPORT 2009 NOTES TO FINANCIAL STATEMENTS December 31, 2009

36 CONTINGENCIES AND GUARANTEES

As at December 31, 2009, the Group has provided guarantees of approximately $422.1 million (2008 : $228.8 million) to banks for the benefi t of its customers in respect of mortgage loans provided by the banks to these customers for the purchase of the Group’s development properties. Should such guarantees be called upon, there would be an outfl ow of cash (previously collected by the Group) from the Group to the banks to discharge the obligations. The management has made enquiries with the banks and considered the profi le of customers who buy the Group’s properties and concluded that the likelihood of these guarantees being called upon is low. These guarantees provided by the Group to the banks would be released upon receiving the building ownership certifi cate of the respective properties by the banks from the customers as a pledge for security for the mortgage loan granted.

As at December 31, 2009 and 2008, the Company together with six of its subsidiaries have provided a joint guarantee to banks in respect of a banking facility granted to a subsidiary amounting to US$200.0 million (equivalent to $282.8 million) for a term of one year (2008 : two years) up to November 6, 2010. On January 29, 2010, the relevant outstanding bank loan and interest payable were fully repaid and the banking facility was cancelled accordingly.

On December 18, 2009, the Company together with six of its subsidiaries have provided a joint guarantee to banks in respect of a loan facility granted to a subsidiary amounting to US$400 million (equivalent to $565.6 million) for a term of three years up to December 17, 2012. The loan facility is only drawn upon subsequent to current year end.

The management is of the view that the fair values of the fi nancial guarantees provided by the Group and the Company are not signifi cant.

37 SUBSEQUENT EVENT

On February 4, 2010, holders of $314.5 million outstanding Notes 2012 exercised the option to redeem the outstanding Notes 2012. The holders of the outstanding Notes 2012 who exercised the option to redeem were paid the principal amount of $314.5 million together with the interest of $39.7 million, accrued based on the rate of 4.0% per annum, compounded semi-annually as at February 8, 2010.

114 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 INTERESTED PERSON TRANSACTIONS

The aggregate value of interested person transactions during the fi nancial year under review is as follows:

Aggregate value of all interested person transactions during the fi nancial year under review Aggregate value of all interested (excluding transactions less than person transactions conducted S$100,000 and transactions under shareholders’ mandate conducted under shareholders’ pursuant to Rule 920 (excluding mandate pursuant to Rule 920) transaction less than S$100,000) Name of Interested Person FY2009 FY2009 Yanlord Holdings Pte. Ltd.* S$2,709,162 NA Zhong Sheng Jian S$4,238,638 NA Total S$6,947,800 NA

Notes:

* Associate (as defi ned in the SGX Listing Manual) of Zhong Sheng Jian, director and controlling shareholder of the Company.

NA Not applicable

There was no material contract entered into by the Company and its subsidiaries involving the interests of the chief executive offi cer or any director or controlling shareholder, either still subsisting at the end of the fi nancial year or entered into since the end of the previous fi nancial year.

USE OF PROCEEDS

The proceeds raised by the Company from its concurrent offerings of ordinary shares and convertible notes due 2014 during the financial year had been fully utilised as per the Company’s SGXNET announcement dated February 4, 2010.

YANLORD LAND GROUP LIMITED 115 ANNUAL REPORT 2009 SHAREHOLDING STATISTICS As at March 9, 2010

Number of Shares Issued : 1,943,524,476 Class of Shares : Ordinary shares with one vote per share Issued and Paid-up Share Capital : $1,477,757,040

No. of Percentage Percentage Size of Shareholdings Shareholders (%) No. of Shares (%)

1 - 999 11 0.13 590 0.00 1,000 - 10,000 6,504 76.19 32,707,483 1.68 10,001 - 1,000,000 1,997 23.40 75,583,363 3.89 1,000,001 and above 24 0.28 1,835,233,040 94.43 TOTAL 8,536 100.00 1,943,524,476 100.00

TWENTY LARGEST SHAREHOLDERS

Percentage Name of Shareholders No. of Shares (%)

HL BANK NOMINEES (S) PTE LTD 695,681,000 35.79 YANLORD HOLDINGS PTE. LTD. 416,580,000 21.43 ABN AMRO NOMINEES SINGAPORE PTE LTD 160,611,000 8.26 CITIBANK NOMINEES SINGAPORE PTE LTD 142,737,905 7.34 DBS NOMINEES PTE LTD 113,557,334 5.84 DBSN SERVICES PTE LTD 85,041,070 4.38 HSBC (SINGAPORE) NOMINEES PTE LTD 62,098,791 3.20 UOB KAY HIAN PTE LTD 50,504,000 2.60 RAFFLES NOMINEES (PTE) LTD 22,102,820 1.14 UNITED OVERSEAS BANK NOMINEES (PTE) LTD 20,511,686 1.06 BNP PARIBAS SECURITIES SERVICES SINGAPORE 14,125,400 0.73 DBS VICKERS SECURITIES (SINGAPORE) PTE LTD 10,701,000 0.55 WANG NANHUA 10,010,000 0.52 MORGAN STANLEY ASIA (SINGAPORE) SECURITIES PTE LTD 8,206,933 0.42 DB NOMINEES (S) PTE LTD 3,679,101 0.19 OCBC SECURITIES PRIVATE LTD 3,667,000 0.19 PHILLIP SECURITIES PTE LTD 3,558,000 0.18 KIM ENG SECURITIES PTE. LTD. 2,892,000 0.15 CIMB-GK SECURITIES PTE. LTD. 1,918,000 0.10 ZHONG HAISHENG 1,724,000 0.09 TOTAL 1,829,907,040 94.16

116 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 SHAREHOLDING STATISTICS As at March 9, 2010

SUBSTANTIAL SHAREHOLDERS

No. of Shares Held Percentage Percentage Total Interest Name Direct Interest (%) Deemed Interest (%) (%)

YANLORD HOLDINGS PTE. LTD.1 1,267,514,000 65.22 – – 65.22 ZHONG SHENG JIAN2 5,487,000 0.28 1,267,514,000 65.22 65.50

Note:

1 Interest held directly and via nominee accounts.

2 Zhong Sheng Jian is deemed to be interested in 1,267,514,000 ordinary shares held by Yanlord Holdings Pte. Ltd.

Based on the information available to the Company as at 9 March 2010, approximately 32% of the issued ordinary shares of the Company is held by the public and accordingly, Rule 723 of the Listing Manual issued by the Singapore Exchange Securities Trading Limited has been complied with.

YANLORD LAND GROUP LIMITED 117 ANNUAL REPORT 2009 NOTICE OF ANNUAL GENERAL MEETING

YANLORD LAND GROUP LIMITED (Incorporated in the Republic of Singapore) Company Registration No. 200601911K

NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of Yanlord Land Group Limited (“Company” or “Yanlord”) will be held on Thursday, 29 April 2010 at 3.00 p.m. at the Vanda Ballroom, Marina Mandarin Singapore, Level 5, 6 Raffl es Boulevard, Marina Square, Singapore 039594 to transact the following business:

AS ROUTINE BUSINESS

1. To receive and adopt the directors’ report and the audited fi nancial statements for the fi nancial year ended 31 December 2009 together with the auditors’ reports thereon. (Resolution 1)

2. To declare a fi rst and fi nal (one-tier) tax-exempt dividend of 1.68 Singapore cents per ordinary share for the year ended 31 December 2009. (Resolution 2)

3. To approve the payment of Directors’ Fees of S$400,000 for the year ended 31 December 2009 (FY2008: S$400,000). (Resolution 3)

4. To re-elect the following Directors, each of whom will retire pursuant to Article 91 of the Articles of Association (“AA”) of the Company and who, being eligible, offer themselves for re-election:

a) Zhong Sheng Jian (Resolution 4a) b) Hong Zhi Hua (Resolution 4b) c) Ng Jui Ping (Resolution 4c)

5. To re-appoint Messrs Deloitte & Touche LLP as Auditors of the Company and to authorize the Directors to fi x their remuneration. (Resolution 5)

AS SPECIAL BUSINESS

6. To consider and, if thought fi t, to pass with or without any amendments, the following resolutions as Ordinary Resolutions:

6A. That authority be and is hereby given to the Directors of the Company to:-

(a) (i) allot and issue shares in the capital of the Company (“shares”) whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments” and each, an “Instrument”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may, in their absolute discretion, deem fi t; and

(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force,

118 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTICE OF ANNUAL GENERAL MEETING

provided that:

(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution):

(A) by way of renounceable rights issues on a pro-rata basis to shareholders of the Company (“Renounceable Rights Issues”) shall not exceed one hundred per cent. (100%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in sub-paragraph (3) below); and

(B) otherwise than by way of Renounceable Rights Issues (“Other Share Issues”) shall not exceed fi fty per cent. (50%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (3) below), of which the aggregate number of shares to be issued other than on a pro-rata basis to shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed twenty per cent. (20%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (3) below);

(2) the Renounceable Rights Issues and Other Share Issues shall not, in aggregate, exceed one hundred per cent. (100%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in sub-paragraph (3) below);

(3) (subject to such manner of calculation as may be prescribed by Singapore Exchange Securities Trading Limited (“SGX-ST”) for the purpose of determining the aggregate number of shares that may be issued under sub- paragraphs (1)(A) and (1)(B) above, the total number of issued shares (excluding treasury shares) shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this Resolution is passed, after adjusting for:-

(i) new shares arising from the conversion or exercise of any convertible securities or share options on issue at the time this Resolution is passed; and

(ii) any subsequent bonus issue, consolidation or subdivision of shares;

(4) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the AA for the time being of the Company; and

(5) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM is required by law to be held, whichever is the earlier. (Resolution 6)

6B. That subject to and pursuant to the share issue mandate in Resolution 6 above being obtained, authority be and is hereby given to the Directors to issue new shares other than on a pro-rata basis to shareholders of the Company at an issue price per new share which shall be determined by the Directors in their absolute discretion provided that such price shall not represent more than a 20% discount for new shares to the weighted average price per share determined in accordance with the requirements of the SGX-ST. (Resolution 7)

6C. That approval be and is hereby given to the Directors to:-

(a) offer and grant options in accordance with the provisions of the Yanlord Land Group Share Option Scheme 2006 (“ESOS 2006”); and

(b) allot and issue from time to time such number of shares in the capital of the Company as may be issued pursuant to the exercise of options under the ESOS 2006,

provided that the aggregate number of shares to be issued pursuant to the ESOS 2006 shall not exceed fi fteen per cent. (15%) of the total issued shares in the capital of the Company from time to time. (Resolution 8)

YANLORD LAND GROUP LIMITED 119 ANNUAL REPORT 2009 NOTICE OF ANNUAL GENERAL MEETING

6D. That:-

(1) for the purposes of sections 76C and 76E of the Companies Act (Chapter 50, Singapore) (“Act”), the exercise by the Directors of the Company of all the powers of the Company to purchase or acquire shares fully paid in the capital of the Company not exceeding in aggregate the Maximum Percentage (as defi ned below), at such price or prices as may be determined by the Directors from time to time up to the Maximum Price (as defi ned below), whether by way of:-

(a) on market purchases on the SGX-ST (“Market Purchase”); and/or

(b) off-market purchases (if effected otherwise than on the SGX-ST) in accordance with any equal access scheme(s) as may be determined or formulated by the Directors as they consider fi t, which scheme(s) shall satisfy all the conditions prescribed by the Act (“Off-Market Purchase”),

and otherwise in accordance with all other laws regulations and rules of the SGX-ST as may for the time being applicable, be and is hereby authorised and generally and unconditionally (“Share Buyback Mandate”);

(2) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Buyback Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earlier of:-

(a) the date on which the next AGM of the Company is held; or

(b) the date by which the next AGM of the Company is required by law to be held,

whichever is earlier.

In this Resolution:-

“Maximum Percentage” means that number of issued shares representing not more than 10% of the total number of issued and fully paid-up shares as at date of the passing of this Resolution (excluding any shares which are held as treasury shares as at that date);

“Maximum Price” in relation to a share to be purchased, means the purchase price (excluding brokerage and fully paid-up commission, applicable goods and services tax, stamp duties, clearance fees and other related expenses) not exceeding:-

(i) in the case of a Market Purchase, 105% of the Average Closing Price of the shares; and

(ii) in the case of an Off-Market Purchase, 120% of the Average Closing Price of the shares;

“Average Closing Price” means the average of the closing prices of a share over the last fi ve (5) market days on which the shares are transacted on the SGX-ST or, as the case may be, such securities exchange on which the shares are listed or quoted, immediately preceding the date of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase, and deemed to be adjusted, in accordance with the rules of the SGX-ST, for any corporate action that occurs after the relevant fi ve-day period; and

“date of the making of the offer” means the date on which the Company makes an offer for the purchase or acquisition of shares from holders of shares, stating therein the relevant terms of the equal access scheme for effecting the Off-Market Purchase.

(3) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they and/or he may consider expedient or necessary or in the interests of the Company to give effect to the transactions contemplated and/ or authorised by this Resolution. (Resolution 9)

7. To transact any other ordinary business which may properly be transacted at an annual general meeting.

120 YANLORD LAND GROUP LIMITED ANNUAL REPORT 2009 NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF BOOKS CLOSURE AND DIVIDEND PAYMENT DATES

NOTICE IS ALSO HEREBY GIVEN THAT the Share Transfer Books and Register of Members of the Company will be closed on 14 May 2010, for the purpose of determining the shareholders’ entitlements to the fi rst and fi nal (one-tier) tax-exempt dividend of 1.68 Singapore cents per ordinary share for the year ended 31 December 2009 (“Proposed Dividend”) to be proposed at the AGM of the Company to be held on 29 April 2010.

Duly completed registrable transfers in respect of shares of the Company received by the Company’s Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., of 50 Raffl es Place, Singapore Land Tower #32-01, Singapore 048623 up to 5.00 p.m. on 13 May 2010 will be registered to determine shareholders’ entitlements to the Proposed Dividend. Shareholders whose securities accounts with the Central Depository (Pte) Limited are credited with shares as at 5.00 p.m. on 13 May 2010 will be entitled to the Proposed Dividend.

The Proposed Dividend, if approved at the forthcoming AGM, will be paid on 1 June 2010.

BY ORDER OF THE BOARD Tan Shook Yng Company Secretary 8 April 2010 Singapore

Notes:

(i) A shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint not more than two proxies to attend and vote on his behalf. A proxy need not be a member of the Company.

(ii) The instrument appointing a proxy must be deposited at the registered offi ce of the Company at 9 Temasek Boulevard #36-02Suntec Tower Two Singapore 038989 not less than 48 hours before the time fi xed for holding the AGM.

(iii) Resolution 4a: Zhong Sheng Jian will, upon re-appointment as a Director of the Company, remain as Chairman and Chief Executive Offi cer, member of the Nominating Committee and member of the Risk Management Committee.

(iv) Resolution 4c: Ng Jui Ping who is considered an independent director will, upon re-appointment as a Director of the Company, remain as Chairman of the Remuneration Committee, member of the Audit Committee and member of the Risk Management Committee.

(v) Resolution 6, if passed, is to empower the Directors from the date of the AGM to be held on 29 April 2010 until the date of next AGM, to issue shares in the Company and to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such instruments, up to a number not exceeding (i) 100% of the total number of issued shares (excluding treasury shares) in the capital of the Company (calculated as described above) for Renounceable Rights Issues (“100% Renounceable Rights Issues”) and (ii) 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company (calculated as described above) for Other Share Issues, with a sub-limit of 20% for issues other than on a pro-rata basis to shareholders, provided that the total number of shares which may be issued pursuant to (i) and (ii) shall not exceed 100% of the issued shares (excluding treasury shares) in the capital of the Company (calculated as described above).

The authority for 100% Renounceable Rights Issues is one of the further measures introduced by Singapore Exchange Limited, in consultation with the Monetary Authority of Singapore, and took effect on 20 February 2009 to accelerate and facilitate listed issuers’ fund raising efforts.

(vi) Resolution 8, if passed, is to authorise the Directors to offer and grant options in accordance with the provisions of the ESOS 2006 and to allot and issue from time to time such number of shares in the capital of the Company as may be issued pursuant to the exercise of options under the ESOS 2006, provided that the aggregate number of shares to be issued pursuant to the ESOS 2006 shall not exceed 15% of the total number of issued shares excluding treasury shares in the capital of the Company from time to time.

(vii) Resolution 9 relates to the renewal of the Share Buyback Mandate which was originally approved by shareholders on 29 April 2009. Please refer to Appendix I to this Notice of AGM for details.

YANLORD LAND GROUP LIMITED 121 ANNUAL REPORT 2009 This page has been intentionally left blank Important: 1. For investors who have used their CPF monies to buy shares of Yanlord Land Group Limited, the Annual Report is forwarded to them at the request of their CPF Approved Nominees and is sent solely FOR INFORMATION ONLY. 2. This Proxy Form is not valid for use by CPF Investors and shall be ineffective for all intents Yanlord Land Group Limited and purposes if used or purported to be used Proxy Form (Incorporated in the Republic of Singapore) by them. Annual General Meeting Company Registration No. 200601911K

I/We, (Name)

of (Address) being a member/members of Yanlord Land Group Limited (the “Company” or “Yanlord”) hereby appoint:

Name Address NRIC / Proportion of Shareholdings Passport Number No. of Shares % (a)

and/or (delete as appropriate): (b)

or failing him/her, the Chairman of the Meeting (defi ned below), as my/our proxy/proxies to attend and vote for me/us on my/ our behalf and, if necessary, to demand a poll at the annual general meeting of the Company (“Meeting”) to be held at the Vanda Ballroom, Marina Mandarin Singapore, Level 5, 6 Raffl es Boulevard, Marina Square, Singapore 039594 on Thursday, 29 April 2010 at 3.00 p.m. and at any adjournment thereof.

(Please indicate with an “X’’ in the space provided whether you wish your vote(s) to be cast for or against the resolution as set out in the Notice of the Meeting. In the absence of specifi c directions, the proxy will vote or abstain as the proxy deems fi t.)

No. Ordinary Resolutions For Against ROUTINE BUSINESS 1 Adoption of Reports and Accounts 2Declaration of Dividend 3 Approval of Directors’ Fees 4 (a) Re-election of Zhong Sheng Jian as Director (b) Re-election of Hong Zhi Hua as Director (c) Re-election of Ng Jui Ping as Director 5 Re-appointment of Auditors SPECIAL BUSINESS 6 Authority for Directors to issue shares and convertible securities 7 Authority for Directors to issue new shares other than on a pro-rata basis at a discount of up to 20% to the weighted average price per share 8 Authority for Directors to grant options and to issue shares under Yanlord Share Option Scheme 2006 9 Renewal of Share Buyback Mandate

Dated this day of 2010.

Total Number of Shares Held

Signature(s) or Common Seal of Member(s)

IMPORTANT: PLEASE READ NOTES ON THE REVERSE Notes:

1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defi ned in Section 130A of the Companies Act, Cap 50), you should insert that number. If you have shares registered in your name in the Register of Members of the Company, you should insert that number. If you have shares entered against your name in the Depository Register and registered in your name in the Register of Members, you should insert the aggregate number. If no number is inserted, this form of proxy will be deemed to relate to all the shares held by you.

2. A member entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote on his behalf. A proxy need not be a member of the Company. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifi es the proportion of his holding (expressed as a percentage of the whole) to be represented by each proxy.

3. The instrument appointing a proxy or proxies shall, in the case of an individual, be signed by the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or signed on its behalf by an attorney or a duly authorised offi cer of the corporation.

4. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certifi ed copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.

5. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fi t to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act, Cap 50.

6. The Company shall be entitled to reject an instrument appointing a proxy/proxies which is incomplete, improperly completed, illegible or where the true intentions of the appointor is not ascertainable from the instructions of the appointor contained in the instrument of proxy. In addition, in the case of shares entered in the Depository Register, the Company may reject an instrument of proxy if the member, being the appointor, is not shown to have shares entered against his name in the Depository Register as at 48 hours before the time fi xed for holding the Meeting, as certifi ed by The Central Depository (Pte) Limited to the Company.

7. The instrument appointing a proxy or proxies must be deposited at the Company’s registered offi ce at 9 Temasek Boulevard #36-02 Suntec Tower Two, Singapore 038989 not less than 48 hours before the time fi xed for the Meeting.

PROXY FORM

Affi x Stamp Here

The Company Secretary YANLORD LAND GROUP LIMITED 9 Temasek Boulevard #36-02 Suntec Tower Two Singapore 038989 YANLORD LAND GROUP LIMITED

9 Temasek Boulevard #36-02 Suntec Tower Two Singapore 038989 Tel: 65-6336 2922 Fax: 65-6238 6256 www.yanlordland.com