ANNUAL REPORT Carry out High Quality Property Developments, to Surpass the Industry’S Standards and Requirements, and of Devotion to Customer Satisfaction
Total Page:16
File Type:pdf, Size:1020Kb
BECOME A MODERN TOWN AFTER URBANIZATION GROUP OVERVIEW Established in 1999, Kaisa Group Holdings Ltd. (the “Company”) and its subsidiaries (together referred to as the “Group” or “Kaisa”) is a large-scale integrated property developer. The Group’s shares commenced trading on the Main Board of The Stock Exchange of Hong Kong Limited on 9 December 2009. Over the years, the Group has been focusing on urban property development. The scope of its business covers property development, commercial operation, hotel management and property management services with products comprising residential properties, villas, offices, serviced apartments, integrated commercial buildings and mega urban complexes. Founded in Shenzhen, the Group has expanded to cover the most economically-vibrant cities and regions, including the Pearl River Delta, the Yangtze River Delta, the Western Region, the Central China region and the Pan-Bohai Bay Rim. As at 20 February 2014, the Group owns 90 projects spanning across 31 cities in these regions. (Incorporated in the Cayman Islands with limited liability) Stock Code: 1638 2013 Kaisa remains committed to the core values of “professionalism, innovation, value and responsibility” by actively participating in a wide range of urban development projects in China and we believe it will inject creativity into China’s urbanization process. We believe our brand “Kaisa” remains to be our pledge to For identification purposes only ANNUAL REPORT carry out high quality property developments, to surpass the industry’s standards and requirements, and of devotion to customer satisfaction. ACCOMPLISHING A NEW MILESTONE • In 2012 – Kaisa was ranked 17th in terms of GFA sold in the league of “Top 50 Real Estate Enterprise Property Developers by Sales in 2012”(1), further consolidating our market position amidst challenging operating • Named Best Mid-cap and ranked environment; 8th in the list of Best Investor – Chengdu Kaisa Monarch Residence was ranked number one and Relations in China by FinanceAsia number two in terms of GFA sold and number of units sold in Chengdu, in its annual poll of Asia’s Best respectively(2); Managed Companies, once – Kaisa was ranked number one in terms of sales amount, GFA sold again recognising the Group’s and number of units sold in Nanchong, respectively, and its project in outstanding management team Changsha, Changsha Lake View Place was ranked number three in and excellent execution capability. terms of GFA sold(3); – Taicang Lake View Waldorf was ranked number one in terms of both • Ranked 15th again in terms of GFA sold and number of units sold, (4) respectively. • Successfully issued US$550 comprehensive strength and million 8.875% senior notes due included as one of the Top 5 Real Estate Companies in China in • Successfully issued US$500 million 10.25% senior notes due 2020 to 2018, mainly to partially redeem its (5) refinance the PAG Loan and the Senior notes with a principal amount of 13.5% senior notes due 2015. terms of business performance . RMB2 billion due 2014. JAN FEB MAR APR MAY JUN • Signed a strategic co-operation • Successfully issued CNY1.8 • Kaisa was ranked 23th in terms of GFA sold in framework agreement (“戰略 billion 6.875% senior notes due the league of “Top 50 Real Estate Enterprise 合作框架協議”) with Bao’an 2016 to redeem the remaining Property Developers by Sales in 1H2013”(1). District Government of Shenzhen balance of the 13.5% senior Municipality, in connection with the notes due 2015. • In the first half of 2013(6), development of Financial Industry – Kaisa Shenzhen Branch was ranked no.3 both Integrated Town (“金融產業綜合城”) in terms of GFA sold and number of units sold, and urban redevelopment projects respectively; at Jiangangshan Strategic Emerging – Shenzhen Kaisa City Plaza was ranked no.3 in Industrial Cluster Region (“寶安尖 terms of sales amounts; 崗山戰略性新興產業集聚區”) in – Chengdu Kaisa Monarch Residence was the district, further consolidating its ranked no.1 in terms of GFA sold; market position in Shenzhen. – Nanchong Kaisa Branch was ranked no.1 in terms of sales amounts, GFA sold and number • Three redevelopment projects of of units sold, respectively; Kaisa, namely, Dapeng No.2 Industrial – Nanchong Monarch Residence was ranked Zone Project, Dapeng No. 3 Industrial no.2 both in terms of sales amounts and Zone Project and Golden Bay Resort number of units sold, respectively. were included in the list of Key Projects in Shenzhen for the year of • The Kwok Family Trust, through Da Zheng 2013. Investment Company Limited, bought Kaisa’s shares from the open market and raised its interest in the Group to 62.40%. • Won the “Blue-chip Real Estate Corporations of China” Award for the Fourth Time by Economic Observer. CONTENTS • The Kwok Family Trust, through 2 CORPORATE INFORMATION Da Zheng Investment Company Limited, bought 1,200,000 Kaisa’s 4 AWARDS shares from the open market and raised its interest in the Group to 8 CHAIRMAN’S STATEMENT 62.42%. 14 MANAGEMENT DISCUSSION AND • Named one of “The Outstanding China Property Developers 2013” ANALYSIS organised by Economic Digest Weekly in recognition of the 24 PROJECT PORTFOLIO Group’s outstanding performance and achievements in the real 54 DIRECTORS AND SENIOR estate sector in China since its successful listing in Hong Kong. MANAGEMENT 59 CORPORATE SOCIAL RESPONSIBILITY REPORT 62 CORPORATE GOVERNANCE REPORT 70 REPORT OF THE DIRECTORS JUL DEC 81 INDEPENDENT AUDITOR’S REPORT 82 CONSOLIDATED BALANCE SHEET 84 BALANCE SHEET 85 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 86 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY • In 2013 • Kaisa was ranked 25th in terms of 87 CONSOLIDATED CASH FLOW sales amounts according to “Top STATEMENT 50 Real Estate Enterprise Property Developers by Sales in 2013(1), 88 NOTES TO THE FINANCIAL further consolidating our market position amidst challenging STATEMENTS operating environment. 170 FINANCIAL SUMMARY • Kaisa was ranked no.1 both in terms of sales and GFA sold for the year of 2013 in Shenzhen; and Shenzhen Kaisa City Plaza was the best-selling project both in terms of sales and GFA sold in Shenzhen primary residential market(7). • Honored one of “The Hong Kong Outstanding Enterprises” for four years in a row by Economic Digest in recognition of the Group’s significant Notes: business growth and corporate (1) Jointly compiled and issued by China Real Estate Information governance since listing. Corporation (“CRIC”, 中國房地產信息集團) (NASDAQ:CRIC) and China Real Estate Appraisal Center (中國房地產測評中心) (2) According to statistics compiled by CRIC (3) According to statistics compiled by China Real Estate Information System (中國房地產數據信息系統) (4) According to statistics compiled by the Housing and Urban-Rural Construction Bureau of Taicang (5) By “2013 China Real Estate Listed Companies Evaluation Report” jointly issued by China Real Estate Research Association, China Real Estate Association and China Real Estate Appraisal Center (6) According to statistics compiled by China Real Estate Index System (“CREIS”, 中國房地產指數系統) (7) According to statistics compiled by ShenzhenHome (www.szhome.com, 深圳房地產信息網) 2 KAISA GROUP HOLDINGS LTD. CORPORATE INFORMATION DIRECTORS NOMINATION COMMITTEE Executive Directors Mr. KWOK Ying Shing (chairman) Mr. KWOK Ying Shing (chairman) Mr. RAO Yong Mr. KWOK Ying Chi Mr. ZHANG Yizhao Mr. SUN Yuenan Mr. FOK Hei Yu Dr. TAM Lai Ling Mr. CHEN Gengxian AUTHORIZED REPRESENTATIVES Mr. JIN Zhigang Mr. KWOK Ying Shing Mr. CHEUNG Hung Kwong Non-Executive Director Ms. CHEN Shaohuan (appointed on 26 December 2013) COMPANY SECRETARY Mr. CHEUNG Hung Kwong Independent Non-Executive Directors Mr. RAO Yong REGISTERED OFFICE Mr. ZHANG Yizhao Cricket Square Mr. FOK Hei Yu Hutchins Drive P.O. Box 2681 AUDIT COMMITTEE Grand Cayman, KY1-1111 Mr. RAO Yong (chairman) Cayman Islands Mr. ZHANG Yizhao Mr. FOK Hei Yu HEADQUARTERS IN THE PRC Room 3306, Kerry Center REMUNERATION COMMITTEE Ren Min Nan Road Mr. FOK Hei Yu (chairman) Luohu Mr. KWOK Ying Shing Shenzhen Mr. RAO Yong China Mr. ZHANG Yizhao ANNUAL REPORT 2013 / CORPORATE INFORMATION 3 PRINCIPAL PLACE OF BUSINESS LEGAL ADVISERS IN HONG KONG As to Hong Kong law and U.S. law: Suite 2001 Sidley Austin 20th Floor Two International Finance Centre As to PRC law: 8 Finance Street King & Wood Mallesons Central Hong Kong As to Cayman Islands law: Harney Westwood & Riegels PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE AUDITOR Royal Bank of Canada Trust Company (Cayman) Limited PricewaterhouseCoopers 4th Floor, Royal Bank House 24 Shedden Road LISTING INFORMATION George Town Share Listing Grand Cayman KY1-1110 The Company’s ordinary shares are listed on Cayman Islands the Main Board of The Stock Exchange of Hong Kong Limited HONG KONG SHARE REGISTRAR (Stock Code: 1638.HK) Computershare Hong Kong Investor Services Limited WEBSITE PRINCIPAL BANKERS http://www.kaisagroup.com Bank of China Limited China Construction Bank Corporation Industrial and Commercial Bank of China (Asia) Limited Industrial and Commercial Bank of China Limited Agricultural Bank of China 4 KAISA GROUP HOLDINGS LTD. AWARDS China Academy of China Academy of Enterprise Research Real Estate, China Real Real Estate, China Real Institute of Estate Association China Academy of Estate Association Enterprise Research Development Research and China Real Estate Real Estate, China Real and China Real Estate Institute of Centre of the State Appraisal Center Estate Association Appraisal Center Development Research Council, the Institute of Real Estate Studies March 2013 and China Real Estate March 2013 Centre of the State