Annual Report 2013

CMPD2013Annual Report

Annual Report 2013

Announcement No.:【CMPD】2014-013

Chapter 1 Important Notice, Contents and Paraphrases

Important Notice:

The Board of Directors, the Supervisory Committee ofChina Merchants Property Development Co., Ltd. (hereinafter referred to as the Company) and Directors, members of the Supervisory Committee and senior executives of the Company hereby confirm that there are no any important omissions, misleading statements or serious misrepresentation contained in this Report, and individually and collectively take full responsibility for the authenticity, accuracy and integrality of the whole contents.

he initial plans for profit distribution and for increasing capital stock transferred from capital reserve during the report period examined by the Board of Directors of the Company are: Taking the report period end shareholding equity 1,717,300,503 shares as the cardinal number, allot RMB 4.8 cash dividend (including tax)for each ten shares. 10 shares from capital reserve was transferred to 5 shares of common stock

Lin Shaobin - Legal Representative, Wu Zhenqin –Chief Financial Officer and Li Shifang–Manager of Accounting Department hereby declare that the Financial Report enclosed in the Annual Report is true and complete.

Yang Tianping – DeputyChairman of the Board did not attend the Board of Directors Meeting due to business reason, and Chen Gang – Director was authorized to attend the Meeting and exercised the right to vote on behalf of him. Liu Hongyu - Independent Director of the Company did not attend the Board of Directors Meeting due to business reason, and Chai Qiang -Independent Director was authorized to attend the Meeting and exercised the right to vote on behalf of him. Zhang Wei – Independent Director did not attend the Board of Directors Meeting due to businessreason, and Lu Weixiong –Independent Director was authorized to attend the Meeting and exercised the right to vote on behalf of him. All the remaining Directors attended the Meeting examining this report.

This report has been prepared in Chinese and English versions respectively. In the occurrence of differences in interpretations between the two versions, the Chinese report shall prevail.

CMPD2013Annual Report

Contents

Company Profile ...... 3 Financial Summary ...... 5 Report of the Board of Directors ...... 7 Important Matters ...... 45 Changes in Share Capital and Particulars about Shareholders ...... 55 Particulars about Directors, Supervisors, Senior Executives and Staffs ...... 60 Company Governance ...... 70 Internal Control ...... 77 Auditor’s Report ...... 80 File Directory for Reference ...... 215

CMPD2013Annual Report

Paraphrases Unless specifiedin the report, the following abbreviations possess the meanings as follows:

Paraphrase item Refers to Paraphrase content CSRC Refers to China Securities Regulatory Commission Shenzhen Securities Regulatory Bureau Refers to China Securities Regulatory Commission Shenzhen Regulatory Bureau SZSE Refers to Shenzhen Stock Exchange The Company Refers to China Merchants Property Development Co., Ltd. China Merchants Group Refers to China Merchants Group Ltd. Top Chief Refers to Top Chief Co., Ltd. Shekou Industrial Zone Refers to China Merchants Shekou Industrial Zone Co., Ltd. Zhangzhou Development Zone Refers to China Merchants Zhangzhou Development Zone Co., Ltd. Shenzhen CMRE Refers to Shenzhen China Merchants Real Estate Co., Ltd. China Merchants Properties and Investment Refers to Shenzhen China Merchants Properties and Investment Co., Ltd. CMPS Refers to Shenzhen China Merchants Power Supply Co., Ltd. China Merchants Property Management Refers to China Merchants Property Management Co., Ltd. Tianjin Zhao Sheng Refers to Tianjin Zhao Sheng Real Estate Co., Ltd. Beijing CMRE Refers to Beijing China Merchants Real Estate Co., Ltd. China Merchants Jia Ming Refers to China merchants Jia Ming (Beijing) Real Estate Development Co., Ltd. Chongqing Merchants Land Refers to Chongqing Merchants LandLtd. China MerchantsOverseas Chinese Town Refers to China MerchantsOverseas Chinese Town Investment Co., Ltd. Shenzhen Vanke Binhai Refers to Shenzhen Vanke Binhai Property Co., Ltd. Zhenjiang Yingsheng Refers to Zhenjiang Yingsheng Property Development Co., Ltd. Foshan Xinjie Refers to Foshan Xinjie Property Co., Ltd. Foshan Xincheng Refers to Foshan Xincheng Property Co., Ltd. Guangzhou China Merchants Property Refers to Guangzhou China Merchants Property Development (Guangzhou) Suzhou China Merchants Nanshan Refers to Suzhou China Merchants Nanshan Property Co., Ltd Shenzhen Meiyue Refers to Shenzhen Meiyue Property ConsultantCo., Ltd. China Merchants Land Refers to China Merchants Land Ltd. Hong Kong Eureka Refers to Eureka Investment Industrial Co., Ltd. FullSpaceInvestment Refers to FullSpaceInvestmentLtd.

Risk Reminder

In the chapter of Report of the Board of Directors in this report, the risk factors that may exist in the Company and the coping strategies are described in details. Investors please pay attention to the related contents.

CMPD2013Annual Report

Chapter 2. Company Profile

I Legal Name of the Company:

In Chinese: 招商局地产控股股份有限公司

Abbr: 招商地产

In English: CHINA MERCHANTS PROPERTY DEVELOPMENT CO., LTD.

Abbr: CMPD

II. Legal Representative: LinShaobin

III. Secretary of the Board: Liu Ning

Securities Affair Representative: Huang Rui

Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, Shekou Industrial Zone,Nanshan District, Shenzhen

Post Code: 518067

Tel: 0755-26819600

Fax: 0755-26818666

E-mail: [email protected]

IV. Registered Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, ShekouIndustrial Zone, Nanshan District, Shenzhen

Office Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, Shekou IndustrialZone, Nanshan District, Shenzhen

Post Code: 518067

Company Web site: http://www.cmpd.cn

E-mail: [email protected]

V. Newspapers selected for Disclosing the Information of the Company: China SecuritiesJournal, Securities Times, Shanghai Securities News and Hong Kong Commercial Daily

Official Website for Publishing Annual Report authorized by CSRC:http://www.cninfo.com.cn

Location for Annual Report Collection: Secretariat of the Board ofDirectors

CMPD2013Annual Report

VI. Stock Exchange where the company’s shares are listed: Shenzhen Stock Exchange

The Secondary Stock Exchange listed: Singapore Stock Exchange

Short Form of the Stock: CMPD, CMPD-B

Stock Code: 000024, 200024

VII. Registry Changes of the Company within the Report Period

1. Initial registration date: September 19th, 1990

2. Initial registration place: Shenzhen

3. Corporate legal person business registration code: 440301503287841

4. TaxationRegistration code: -Shen Zi440300618845136

5. Organization code certificate: 61884513-6

6. Main businessoperation changes and all previouscontrolling shareholderchange of the Company since the listing

The company’s predecessor is ‘Merchants Shekou Port Service Co., Ltd.’ and has operated port businessas its core business.

On June 7th, 1993, the Company started trading both A and B shares on Shenzhen Stock Exchange.

From 1998 to 1999, the Company had transferred the port related propertyto Shenzhen Industrial Zone in exchange of the stockof Shenzhen CMREand CMPS. As a result, the Company was holdingaccumulative 70% of both companies’stock rights.

On July 21st, 2000, the Company is renamed as ‘China Merchants Shekou holding Co., Ltd.’

On July 13th, 2001, the remaining assets of Shekou Portheld by the Company were exchanged with 25% of stock rights of Shenzhen CMRE, CMPS and other companies held by Shekou Industrial Zone.

On June 24th, 2004, the Company is renamed as ‘China Merchants Property Development Co., Ltd.’ and became a public-traded companyoperatingreal estate development and management as core business.

There is no change to controlling shareholders since the company went public.

VIII. The independent Certified Public Accountants (CPA)hired by the Company

Name: Shinewing Certified Public Accountants Ltd.;

Office Address: 8F, Block A, Fuhua Mansion, 8 North Streetof Chaoyangmen, Dongcheng District, Beijing

Signature certified public accountants: Guo Jinlong, Wang Yaming

CMPD2013Annual Report

Chapter3.Financial Summary

I Main accounting data and financial index

The Company does not make retroactive adjustment or restatement for the previous year.

(Unit: RMB)

Year-on-year Items 2013 2012 2011 Change Operatingincome 32,567,813,857.52 25,296,762,154.46 28.74% 15,111,366,642.00 Net profit attributable to shareholders of the listed 4,202,152,074.18 3,318,266,875.59 26.64% 2,591,781,031.00 company Net profit attributable to shareholders of the listed 3,923,178,228.65 3,347,473,177.02 17.20% 2,490,234,506.00 company after deducting non-recurring gains and losses

Net cash flow from operating 495,923,554.51 5,098,777,753.73 -90.27% -2,112,339,698.00 activities

Basic earnings per share 2.45 1.93 26.94% 1.51 (RMB/share)）

Diluted earnings per share 2.45 1.93 26.94% 1.51 (RMB/share)

Up by 1.54 Return on equity (%) 16.73% 15.19% 13.39% percentage points Year-on-year End of 2013 End of 2012 End of 2011 Change Total assets 134,040,446,989.65 109,197,242,683.06 22.75% 79,666,494,368.00

Net asset value attributable to shareholders of the listed 26,725,501,967.24 23,393,515,534.13 14.24% 20,418,214,797.00 company

II. Influence of IFRS Adjustments on Net Profit and Net Asset (unaudited) (Unit: RMB)

Net profit attributable to the Net assets attributable to the shareholders of the

shareholders of the listed company listed company

2013 2012 End of 2013 End of 2012

Under IFRS 4,202,152,074.18 3,318,266,875.59 28,065,331,196.24 24,733,344,763.13

Under ChineseGAAP 4,202,152,074.18 3,318,266,875.59 26,725,501,967.24 23,393,515,534.13

Differences between - - 1,339,829,229.00 1,339,829,229.00 two standards Of which: goodwill - - 1,339,829,229.00 1,339,829,229.00 Adjustments

CMPD2013Annual Report

For the current year, the net profit attributable to the shareholders of listed company is the same under both Chinese General Accepted Accounting Principal (GAAP) and International Financial Reporting Standard (IFRS). The main reason of the adjustment on the net asset attributable to Notes shareholders of listed company according to International Accounting Standard was that according to the Chinese Accounting Standard and relative regulations, the differences generated by consolidation of entities under same control shall be adjusted to capital reserves, whereas the goodwill generated by consolidation shall be presented as assetsseparately according to the IAS.

III. Non-recurring gain and loss items(Unit: RMB)

Items 2013 2012 2011 Gains/losses from the disposal of non-current 256,255,563.72 -1,407,797.62 -256,439.00 assetsGovernment subsidies 33,800,048.66 16,352,111.12 1,876,900.00 Subsidiary investment returns 11,630,003.67 Other non-operating income/expenditure net -3,883,513.02 -49,804,571.52 100,717,124.00 amountImpact on income tax -7,253,985.40 2,766,668.96 -192,214.00 Influences on minority shareholders’ gains/losses -11,574,272.10 2,887,287.63 -598,846.00 Total 278,973,845.53 -29,206,301.43 101,546,525.00

CMPD2013Annual Report

Chapter 4 Report of the Board of Directors

I. Overview

(A) Market Review In 2013, the global economy gradually got rid of the haze of financial crisis and took a turn for the better while maintaining stability. After 30 years of rapid growth that reform and opening up has brought about, China's economy entered a period of stable development. While preventing economic downside risks, the central government put more emphasis on promoting economic structural adjustment and improving the quality and efficiency of economic development to seek balance in "steady growth, structural adjustment and reform promotion".

In 2013, China's real estate market generally saw a steady and positive development, with key indicators picking up. National real estate sales area reached 1305.51 million square meters, and sales reached 8142.8 billion Yuan, a record high, up 17.3% and 26.3% respectively. Along with the trend of sales recovery, there came a strong rebound in newly started construction area throughout the year, an increase in land acquisition area and gradual rise in land cost. With changes in the market spawning a transformation of the industry, real estate companies have started looking for a new growth engine under the new industry background.

(B ) The Company's strategic objectives During the reporting period, the Company further defined the "new-period strategic objectives to create a competitive advantage in the process of urbanization and form a unique business operating model and core competence" on the basis of realizing the strategic target "100 billion revenue and 10 billion profit" in the next five years, and strived to become a sustainable real estate company which devotes itself into "As a century developer, Home is where the heart is". Accordingly, the Company's principal business segments revised and adjusted their strategic missions.

Overseas listing platform - China Merchants Land , the subsidiary company which is listing in Hong Kong, will pursue residential development and turnover acceleration as key strategies in the short term, in order to consolidate the scale basis. It will give full play to its function as financing platform to provide strong support for the development of the Company.

Commercial real estate operating platform - China Merchants Commercial Property will actively promote commercial real estate to go together with residential business expansion and quality improvement. It will enhance operating efficiency of commercial assets, innovate business models and create commercial real estate management brand to cultivate new profit growth points when the Company's scale of development is tending towards stability.

Intelligent services platform - China Merchants Property will complete transformation from traditional property service model into community life service model. Through the "intelligent community" construction, it will realize community financial services, community asset management and specialized operation of services for community life, therefore, to shape the Company's new business model.

CMPD2013Annual Report

Under the guiding ideology of being driven by twin engines onshore and offshore, developing residential and commercial real estate simultaneously and achieving joint development of real estate and finance, China Merchants Property Development will pursue quality, balanced and risk-controlled growth by improving resources access, building customer base and other strategic capabilities and strengthening "green technology, red service" and other creative abilities.

(C) Implementation of the Company's strategies during the reporting period During the reporting period, the Company via reverse takeovers injected 11 real estate projects located in Guangzhou, Foshan, Chongqing and Nanjing into the overseas listing platform, completing its transformation into a listed real estate company and renamed as China Merchants Land. Soon after that, China Merchants Land started and successfully completed the issuance of $500 million five-year credit enhanced bonds, with a coupon rate of only 4.021%.

China Merchants Commercial Property's operation became increasingly materialized and its development model increasingly clear. During the reporting period, the traditional leasing business grew steadily; hotel management companies were formally established, with Beijing Conrad, Zhangzhou Maillen Health Resort and Shenzhen Shekou Hilton Nanhai Hotel successively put into operation; it is worth mentioning that the highly anticipated Shenzhen Shekou Sea World city complex, which integrated business office, entertainment, dining and shopping, hotel, resort, inhabitancy, culture and art in to one and became a model for urban renewal of Shenzhen, was opened in December and ushered in a super large flow of people at the beginning of the trial operation, successfully establishing the Company's commercial brand of new coastal city.

China Merchants Property Service broke through the traditional property service model under the guidance of Internet thinking and introduced digital, integrated and intelligent service application - "cmpmc.com" to create a modern property service model featuring online and offline "digital life & digital service", and achieved friendly information interaction with customers by telephone, computer, mobile APPs and other terminals. In the pilot operation currently conducted in Shenzhen's 12 housing estates, cmpmc.com integrated more than 60 well-known institutions such as China Merchants Bank and Suning to provide community service and explore innovation of community O2O life service model.

Adhering to diversified financing and safe and sound financial management is the advantage of the Company's capital management. Remaining highly sensitive to the capital market, the Company had quickly started A-share asset restructuring soon after signals of policy loosening occurred, so as to buy quality assets of major shareholders through the issuance of shares and further optimize the capital structure of the Company. Benefiting from forward-looking arrangement and management of capital, as well as series of capital operation by China Merchants Land, the Company's annual synthetic capital cost recorded 5.23%, down 0.76 percentage points.

The Company controlled costs through various means. In addition to increasing the Group's strategic sourcing proportion and enhancing the application of quota design, the Company focused on carrying out the landing and promotion of standardized products, and improved standardized coverage with the requirement of "standard first with rigid implementation". With the application of "I-Love" (practical residence for first home purchase and first home change) standardization at Suzhou Yishanjun as an example, the project achieved sales in the seven months

CMPD2013Annual Report after obtaining the land, with an opening sales rate of nearly 70%. Standardized application not only accelerated the project's turnover speed, but also is an important measure to effectively control costs. In 2013, the Company's average construction and installation cost dropped by nearly 100 Yuan year on year.

The Company successfully held the Tenth International Green Habitat Forum with the theme of "Green Habitat • Eco Urbanism", which deepened the industry's thinking and exploration on the development of new green urbanism with Shenzhen Shekou's 30 years of comprehensive development experience as a starting point. To enhance green technology research and development capabilities, the Company established Green R&D and Application Center. In 2013, Shenzhen Shekou's Ecool Innovation Park, the place where the Company's headquarters is located, won "National Green Building Innovation First Prize" and "Green Building Three-Star", the China's highest award in green building, and became one of the masterpieces of green buildings nationwide. In the future, the Company will build all the residential products to meet China's green building standard requirements.

During the reporting period, the Company comprehensively upgraded the brand system, and spared no effort to enhance the Company's popularity and reputation through brand standardization output, brand promotion platform and brand activities, etc. The Company's official website, micro-blog and micro-letter have become important platforms to display the Company's brand and corporate culture.

The Company's management achievements gained wide recognition during the reporting period. Named as the 2013 top 20 Chinese real estate development companies, the 2013 top 10 Chinese real estate development companies with best business performance, and the 2013 top 10 Chinese real estate development companies with best comprehensive development, respectively by China Real Estate Research Association, China Real Estate Association and China Real Estate Assessment Center; named as the "2013 top 10 Shanghai and Shenzhen listed real estate companies with best comprehensive strength" for ten consecutive years by the Enterprise Research Institute under the Development Research Center of the State Council, Real Estate Institute of Tsinghua University and China Index Research Institute, and named as the "2013 top 10 Shanghai and Shenzhen listed real estate companies with best ability to create wealth" and the "2013 top 10 Shanghai and Shenzhen listed real estate companies with best investment value"; Granted the title of the "Chinese blue-chip real estate enterprise" for nine consecutive years by Economic Observer and Sina LEJU granted "China Corporate Citizen Award" by 21st Century Business Herald, and the "2013 China Best Practice Case Award for Happy Community" by 21st Century Business Herald and 21st Century GNH Research Center.

II. Analysis on the main businesses

1. Overview

In 2013, the Company continuously enhanced the management efficiency and the operation capacity, and the income from all kinds of businesses increased stably. During the whole year, we have realized operating income of RMB 32.568 billion, increasing 28.74% compared to the same period of the previous year, and the net profit attributable to shareholders of the listed company was RMB 4.202 billion, increasing 26.64% compared to the same period of the previous year. In the operating income, sales income of commercial housing was RMB 30.207 billion with area of 2.0579 million square meters;Investment property rental income was RMB 0.77 billion with accumulative rental area of 9.099 million square meters; Power supply sales income was RMB 0.658

CMPD2013Annual Report

billionof which 821.59 million KWhelectricitywassold .

2. Income from the core businesses

Composition of the core businesses divided by sector Unit: 10,000RMB

Gross profit Operating Operating margin Operating Gross profit Sector Operating cost income over cost over percentage income margin last year last year points over last year Real estate development and 3,020,680 1,718,042 28% 31% 51% -4 sales Rental property management 77,233 44,810 36% 6% 26% -9 Park power supply 64,153 46,959 26% 9% 13% -2 Property management 69,980 62,134 5% 23% 27% -1 Hotel management 7,328 17,927 -150% - - - Real estate agent 6,901 5,703 12% 34% 18% 11 Others 10,506 8,935 6% -55% -60% 13

Note: The gross profit margin in the Table above is operating income minus operating cost and business tax and surcharge.

Composition of the core businesses divided by areaUnit: 10,000RMB

Gross profit Gross Operating Operating cost margin Operating Area Operating cost profit income over over last year percentage income margin (%) last year (%) (%) point over last year Bohai Ring Area 953,823 466,137 33% 96% 85% 0 Yangtze River Delta -16 Area 452,878 359,665 13% 49% 91% Pearl River Delta Area 1,420,084 759,484 32% -2% 18% -3 Other areas 429,996 319,224 17% 50% 52% -2

1. Along with the implementation of the Company products and the regional development strategy, the products and regional sales structure change year-by-year. In 2013, the proportion of the income carry-over of the Pearl River Delta Area with high product gross profit margin accounting for the total income decreased compared to the same period of the previous year. Therefore, the gross profit margin of the property development business decreased.

2. In the second half of 2013, the Company newly added investment property of 100,000 square meters, thus the leasing cost of this year increased. The newly added investment property was still in the cultivation period, the occupancy rate and leasing income still have space to improve, and thus the gross profit margin decreased 9%.

3. In 2013, the procurement cost of park power supply of the Company rose, causing the gross profit margin decreased 2%.

4. During the report period, hotel operation business was newly added, the cost of the early stage of the operation was high, and the occupancy rate is still increasing, so the gross profit margin was negative.

CMPD2013Annual Report Property development and sales

The Company constantly strengthened improvement of its marketing capabilities through "stressing system", "stressing mechanism" and other measures, took full advantage of the market recovery window, and successfully completed the sales target with initiative and flexibility. During the reporting period, the Company had 59 projects for sale in 19 cities, achieving contracted sales area of 2,740,000 square meters and contracted sales amount of 43.2 billion Yuan. According to the perspective of sales amount contribution, the balanced development trend of regions including Pearl River Delta, Yangtze River Delta, Bo Hai Coastal has been realized.

In 2013, the Company made significant gains in the land market, with its first foray into Kunming, Dalian, Ningbo, Nanning, Hangzhou and Yantai. Via bidding, auction and listing, acquisition and other means, the Company increased project resources by 5.48 million square meters at fairly low premium rates, of which the interest areas held by the Company reached 3.9 million square meters. As of the reporting period, the Company has marched into 25 cities nationwide and has project reserves of 14 million square meters in total. In respect of the geographical distribution, the Company has gradually expanded the layout into the important second-tier cities with a more reasonable product structure, and gradually formed a long-term strategic layout.

During the report period, the Companycarried out 35 new projects, and started new construction area of 4.24 million square meters; 25 projects were completed in the year, with completed area of 1.63 million square meters. There were 7.37 million square meters remaining in construction at the end of the year.

Major Real Estate Development Projects List in 2013:

Unit: 10,000 square meters

CMPD2013Annual Report

Contract Start/pla Completion/ Newly Accumulative signed Carry-over Floor area ratio Completed Accumulative nned planned No. Name Region Equity ratio Site area started in completed area of area of this counted area in 2012 started area start completion 2012 area this period time time period

1 Shenzhen Yongjing Bay Shenzhen Shekou 100% 4.93 13.10 13.10 13.10 0.35 1.37 2009.07 2012.08

2 ShenzhenWoodsApartment Shenzhen Shekou 100% 1.13 3.23 3.23 3.23 1.81 2.58 2010.05 2013.06

3 Shenzhen Jingshan Jinhai Shenzhen Shekou 100% 5.44 10.65 10.65 - 9.08 - 2011.05 2014.06

4 Phase 2 of Sea World Residence Shenzhen Shekou 100% 4.28 12.56 - - - - 2014.09 2017.02

5 Phase 2 of Financial Center Shenzhen Shekou 50% 1.87 7.65 7.65 7.65 - - - 2013.06 2015.12

6 Shenzhen Jinxiu Guan Garden Shenzhen Bao’an 100% 4.95 15.80 15.80 - - - 2011.12 2014.06

7 Shenzhen China Merchants Green Garden Shenzhen Bao’an 100% 4.00 18.16 18.16 18.16 0.78 15.67 2010.05 2013.06

8 Shenzhen China Merchants Guan Garden Shenzhen Bao’an 100% 14.76 22.22 22.22 22.22 3.28 3.16 2008.08 2012.01

9 Shenzhen Pingshan Garden City Shenzhen Pingshan 100% 15.97 37.94 30.50 30.50 - 4.69 - 2013.04 2015.11

10 Shenzhen Yihai City Shenzhen Yantian 50% 13.73 36.37 23.84 9.04 36.37 9.04 4.34 2012.08 2016.12

Phase 6 of Shenzhen Xicheng (former 11 Shenzhen Bao’an 50% 2.34 2.81 2.81 2.81- 1.13 2011.02 2012.09 Jiangangshan Project)

12 Shenzhen Xicheng Shenzhen Bao’an 50% 60.00 30.31 30.31 30.31 2.39 0.64 2005.09 2013.09

13 Guangzhou Jinshan Valley Guangzhou Panyu 100% 83.55 105.15 4.75 3.12 51.64 37.17 3.02 6.88 2008.02 2019.11

CMPD2013Annual Report Contract Start/pla Completion/ Newly Accumulative signed Carry-over Floor area ratio Completed Accumulative nned planned No. Name Region Equity ratio Site area started in completed area of area of this counted area in 2012 started area start completion 2012 area this period time time period

Guangzhou Development 14 Guangzhou Donghui City 34% 10.97 27.61 27.61 10,86 - 2012.03 2016.05 Zone

Guangzhou Panyu Innovation Science and 15 Guangzhou Panyu 51% 83.95 84.34 4.38 13.68 9.30 2.08 0.31 2008.07 2018.12 Technology Park

16 Foshan Evian Water Bank Foshan Shunde 50% 26.64 45.94 45.94 45.94 8.45 23.06 2008.04 2012.07

17 Foshan Evian Upper City Foshan Chancheng 50% 15.04 26.82 7.89 26.82 26.82 8.99 9.87 2008.08 2013.10

18 Foshan Evian Xicheng Foshan Nanhai 50% 14.19 31.01 7.46 9.71 21.68 9.71 7.09 8.55 2010.12 2015.09

19 Foshan Evian Tianhui Foshan Nanhai 50% 5.61 22.44 9.26 35.66 9.26 9.74 - 2011.02 2014.09

20 Foshan Evian International Foshan Shunde 100% 2.08 10.38 10.38 10.38 - - - 2013.02 2015.07

21 Foshan Park 1872 (New City Block)＊ Foshan Shunde 100% 7.10 22.73 14.87 14.87 - - - 2013.09 2016.09

Foshan Evian Property Center (Kaida City 22 Foshan Nanhai 51% 2.95 16.22 9.56 9.56 - - - 2013.10 2016.11 Block)

23 Foshan Jiujiang Block＊ Foshan Nanhai 55% 6.81 23.83 - - - - 2014.04 2017.10

24 Foshan Lvdao Lake Jiangbin Block＊ Foshan Chancheng 50% 5.94 14.84 - - - - 2014.04 2017.03

In the 25 Foshan Shunde Longyuan Foshan Lecong 50% 2.97 8.92 ------2014.03 process of planning

Phase 1 of Zhuhai China Merchants Garden 26 Zhuhai Xiangzhou 51% 6.15 12.42 12.42 12.42 0.40 0.80 2008.12 2012.03 City

Phases 2 and 3 of Zhuhai China Merchants 27 Zhuhai Xiangzhou 100% 10.89 21.98 11.09 21.98 11.09 6.62 8.54 2009.12 2013.08 Garden City

28 Shanghai China Merchants Yonghuayuan Shanghai Minhang 100% 13.42 13.75 13.75 13.75 0.27 0.33 2008.07 2011.08

29 Shanghai Hyde Park Shanghai Baoshan 60% 38.54 24.34 6.93 4.17 20.21 13.28 6.75 0.28 2006.05 2014.12

30 Shanghai China Merchants Haiwan Garden Shanghai Fengxian 100% 33.54 10.62 1.27 7.87 7.87 1.25 2.07 2008.10 2015.10

31 Shanghai Sheshan Longyuan Shanghai Songjiang 55% 13.10 10.48 3.58 6.53 2.93 0.77 0.30 2010.10 2014.12

Shanghai Hongqiao Huafu (former Hongyue 32 Shanghai Qingpu 100% 4.82 7.23 7.23 5.71 2012.12 2014.08 Huating)

33 Shanghai Nanshan Yuguo Shanghai Qingpu 20% 15.92 15.90 7.76 - 15.90 - 4.14 - 2012.12 2015.12

34 Shanghai Golden Huating Shanghai Songjiang 33% 6.79 10.87 - 5.85 10.87 10.87 2.45 7.27 2011.05 2013.08

35 Nanjing Zijinshan No.1 Nanjing Qixia 100% 6.66 14.03 5.40 14.03 14.03 2.37 5.41 2010.08 2013.08

36 Nanjing Yonghuafu Nanjing Hexi New City 100% 4.85 14.54 6.66 14.54 - 5.86 2011.07 2015.05

37 Suzhou Small Stone City Suzhou Wuzhong 60% 66.37 92.18 23.60 10.33 90.83 53.99 19.68 24.96 2008.04 2015.11

38 Suzhou Yongjing Bay Suzhou Industrial Park 50% 18.36 16.89 16.89 4.47 10.27 0.86 2011.03 2014.12

39 Suzhou Yonghuafu Suzhou Mudu 100% 6.83 17.63 14.37 14.37 - 7.27 - 2013.03 2014.12

Suzhou Yishanjun (Hi-Tech Zone Fengqiao 40 Suzhou Hi-Tech Zone 100% 12.06 24.11 12.23 12.23 - 1.81 - 2013.06 2015.07 Block)＊

Suzhou Evian Huafu (Xiangcheng District 41 Suzhou Xiangcheng 100% 6.48 16.20 16.20 16.20 - - - 2013.12 2015.11 Block)＊

42 Zhenjiang China Merchants Beigu Bay Zhenjiang Jingkou 100% 31.95 55.00 7.64 13.96 24.25 15.67 5.34 4.58 2011.05 2015.12

Zhenjiang Nanshan Innovation Park 43 Zhenjiang Runzhou 60% 8.93 14.28 - - 2014.09 2016.07 (Guantangqiao Road Block)＊

44 Changzhou Garden City ChangzhouWujin 100% 19.87 53.64 38.50 38.50 - 3.13 - 2013.02 2015.05

Hangzhou Yonghuafu (Jianggan District 45 Hangzhou Jianggan 100% 3.02 7.25 - - - - 2014.01 2015.09 Block)＊

Hangzhou Yongjing Bay (Gongshu District 46 Hangzhou Gongshu 100% 4.16 12.49 - - - - 2014.02 2016.07 Shenhua Block)＊

47 Ningbo Jiangbei Wantou Block＊ Ningbo Jiangbei Wantou 34% 12.87 27.66 2014.02 2017.01

48 Beijing Park 1872 Beijing Chaoyang 100% 10.42 30.34 7.04 30.34 23.84 3.80 7.36 2006.01 2014.07

49 Beijing Xicheng Homestead and Longyuan Beijing Changping 50% 26.80 52.33 9.90 44.46 44.46 2.63 12.15 2008.01 2015.06

50 Beijing Zhenyuan Beijing Chaoyang 34% 7.77 18.88 7.98 7.98 - 2.39 - 2013.07 2016.06

51 Tianjin Star City Tianjin Nankai 100% 14.52 31.00 5.52 31.00 23.98 3.33 10.60 2007.01 2014.07

52 Tianjin Yonghuafu Tianjin Hedong 50% 4.75 12.31 12.31 12.31 0.79 1.74 2010.03 2012.10

Tianjin Tuanbo New City 53 Tianjin Evian Jun 77% 4.75 5.70 5.70 5.70 5.70 5.70 1.86 5.42 2012.03 2015.02 West Area

54 Tianjin Beiken Hill Tianjin Binhai New Zone 60% 25.03 38.59 14.59 21.63 - 2.75 - 2012.08 2015.10

Tianjin Yongjing Bay (Hedong District 55 Tianjin Hedong 50% 8.38 18.18 - - - - 2014.05 2017.05 Block)＊

56 Harbin Notting Hill Harbin Xiangfang 50% 18.83 60.86 4.25 12.60 - 3.84 4.42 2012.08 2015.04

In the process In the 57 Harbin Qunli Project Harbin Qunli New Zone 85% 38.03 117.88 of process of plannin planning g

58 Qingdao lAVIE Commune Qingdao Chengyang 51% 32.15 29.46 4.42 6.31 13.73 6.31 3.56 - 2012.04 2014.07

59 Qingdao Hyde Park Qingdao Hi-Tech Zone 51% 6.17 8.03 8.03 8.03 - 2.42 - 2013.05 2014.10

60 Dalian Hi-Tech Zone Qixian Block＊ Dalian Hi-Tech Zone 51% 5.24 14.76 - - - - 2013.12 2015.12

Yantai China Merchants· West Bank 61 Yantai Development Zone 100% 41.78 50.13 - - - - 2014.05 2018.05 (Development Zone Block)＊

62 Chongqing China Merchants Jiangwan City Chongqing Jiangbei 100% 13.49 44.91 3.36 44.91 44.91 1.56 15.42 2007.01 2012.12

Chongqing North New 63 Congqing China Merchants Garden City 100% 24.04 51.93 12.47 8.65 37.21 13.92 8.09 2.90 2011.08 2015.06 Zone

64 Chongqing Changjiahui Chongqing Nan’an 50% 33.66 150.00 9.07 5.80 30.17 5.80 6.16 5.20 2011.05 2019.12

65 Chongqing Evian Jiangwan (Banan Block)＊ Chongqing Banan 100% 20.29 38.77 - - - - 2014.05 2017.04

66 Chongqing Central Park Block＊ Chongqing Yubei 50% 40.23 110.14 - - - - 2014.07 2019.12

67 Chengdu East City International Square Chengdu Chenghua 100% 1.12 6.38 6.38 6.38 0.42 0.63 2011.01 2012.09

68 Chengdu China Merchants Yonghuafu Chengdu Chenghua 100% 12.27 36.26 10.37 34.06 9.84 15.09 1.15 2011.05 2015.07

Chengdu Evian Shangcheng (Longquanyi 69 Chengdu Longquanyi 100% 11.54 69.25 - - - - 2014.02 2017.06 Block)＊

70 Wuhan China Merchants Yonghuafu Wuhan Hongshan 100% 4.39 13.18 13.18 - 8.58 - 2011.07 2013.09

71 Wuhan China Merchants Park 1872 Wuhan Hanyang 100% 51.97 109.27 45.97 49.37 - 5.42 - 2012.03 2019.12

72 Xiamen Hyde Park Xiamen Jimei 100% 9.12 22.51 7.99 22.51 2.02 8.54 1.09 2011.05 2013.10

73 Xiamen Sea May Flower Xiamen Jimei 50% 14.17 34.54 8.40 6.45 34.54 8.88 10.27 8.94 2011.03 2016.12

74 Xiamen Yonghuafu (Xiang’an Block)＊ Xiamen Xiang’an 51% 2.33 5.34 - - - - 2014.04 2016.03

Zhangzhou Development 75 Zhangzhou China Merchants Garden City 51% 8.25 13.71 3.60 13.71 12.83 0.17 4.04 2008.07 2013.04 Zone

Zhangzhou Development 76 Zhangzhou Holiday 365 51% 3.84 10.37 4.16 3.55 10.37 6.07 4.27 3.01 2010.06 2014.12 Zone

Zhangzhou Development 77 Zhangzhou Cadaques 51% 38.99 67.80 4.75 3.14 28.58 5.70 11.00 1.06 2010.05 2020.12 Zone

Zhangzhou Development 78 Zhangzhou Cadaques Hotel and Business 51% 5.37 4.29 3.05 3.98 3.98 0.38 - 2011.07 2012.12 Zone

79 Bijie China Merchants Garden City Guizhou Bijie 100% 20.48 71.73 20.12 42.42 - 12.00 0.21 2012.04 2014.12

Kunming Haigongguan (Guandu District 80 Kunming Guandu 60% 19.39 31.58 5.20 5.20 - - - 2013.05 2017.06 Liujia Block)＊

81 Nanning Yongjing Bay (Qingxiu Block)＊ Nanning Qingxiu 51% 8.59 30.06 - - - - 2014.04 2017.03

Total: 1334.93 2554.99 424.33 163.16 1371.61 634.37 281.49 212.83

Note:

1. In the table above, the start and completion areas are calculated according to the caliber of floor area ratio counted area, and the contract signing and carry-over areas can be calculated according to the caliber of rentable and salable area;

CMPD2013Annual Report

Management of investment property

In 2013, the accumulative leased area of investment property increased 340,000 square meters compared to the same period of the previous year. During the reporting period, Shenzhen Sea World Projects including China Merchants Square, Chuanqian, Chuanhou and Chuanwei Square were completed and converted to investment Property. Since the Sea World Business project and China Merchants Square are still under the period of promotion, the overall rental rate decreased 5% compared to the previous year.

Area available for Accumulative leased area (0,000 m2) Leasing rate Property category leasing (0,000 m2) 2013 2012 2013 2012 Of which: 14.18 124.71 126.27 73% 74% Apartment Villa 6.46 51.17 57.32 66% 74% Office building 25.37 195.47 185.30 64% 80% Shop 24.01 247.11 216.59 86% 93% Workshop and others 29.76 291.44 290.41 82% 80% Total 99.78 909.90 875.89 76% 81%

Power supply in the Park

Business name Unit 2013 2012 Year-on-year increase or decrease Power supply volume 0,000kWh 82,159 80,430 2.15%

Property Management

China Merchants Property focused on services for clients, and continuously improved the service quality. Under the circumstance of property management area being equal to that of the previous year, the income increased by 16%.

Business category Unit 2013 2012 Year-on-year increase or decrease Entrusted management 0,000 square meters 1,649 1,460 13% Consultant management 0,000 square meters 247 453 -45%

Information on first 5 clients of the CompanyUnit: 0000RMB

Client name Operating income Proportion in the total operation income (%) Client 1 12810 0.39% Client 2 6283 0.19% Client 3 3538 0.11% Client 4 3200 0.10% Client 5 3158 0.10%

CMPD2013Annual Report

Client name Operating income Proportion in the total operation income (%) Total 28988 0.89%

3. Costof the main business

Industry category Unit: 0,000 RMB

2013 2012

Industry category Proportion in Proportion in Year-on-year increase or decrease(%) Amount the operating Amount the operating cost （%） cost （%）

Real estate development and sales 1,718,042 90% 1,141,268 88% 51%

Rentalproperty management 44,810 2% 35,511 3% 26%

Park power supply 46,959 2% 41,675 3% 13%

Property management 62,134 3% 49,091 4% 27%

Hotel management 17,927 2% - - -

Real estate agent 5,703 0% 4,814 0% 18%

Others 8,935 1% 22,145 2% -60%

Note:The cost of the main businesses increased greatly due to the increase of the property sales carry-over amount.

About the major suppliers of the Company

In view of the operation features of the Company, the supplier mainly refers to the power source supplier - CLP Holdings Limited.

4. Expense

In 2013, the comprehensive capital cost of the Company was controlled at a low level. However, the amount of liabilities with interest increased due to the expansion of the Company operation scale. The amount of financial expense of the whole year was RMB 614,458,390.98, increasing 56% compared to the same period of the previous year.

CMPD2013Annual Report

5. Research and development expenditure

In 2013, the Company continued to intensify the research and development on green property and product standardized base. The research and development expenditure was RMB 13.80 million, increasing RMB 10.92 million compared to the same period of the previous year.

6. Condition of Cash flowUnit: 0,000 RMB

Year-on-year Major change Item 2013 2012 increase of reason decrease (%)

Subtotal of cash inflow of operating activities 4,728,365 4,270,311 11%

Subtotal of cash outflow of operating activities 4,678,773 3,760,433 24%

Mainly from the increase of land and Net cash flow from operating activities 49,592 509,878 -90% construction payment in current year

Mainly from joint ventures’ Subtotal of cash inflow of investment activities 32,727 44 74280% dividends increase in current year

Cash reduction due Subtotal of cash outflow of investment activities 107,442 64,508 67% to changes of consolidation scope

Net cash flow from investment activities -74,715 -64,464 16%

New borrowing Subtotal of cash inflow of financing activities 2,131,063 1,091,153 95% increase in current year

CMPD2013Annual Report

Debt repayment Subtotal of cash outflow of financing activities 1,507,660 1,079,789 40% increase in current year

Net cash flow from financing activities 623,403 11,364 5386%

Net increase amount of cash and cash equivalents 601,717 455,853 32%

III. Analysis on assets and liabilities

1. Major changes of asset projects Unit: RMB 0,000

End of 2013 End of 2012

Increase Proportion in Proportion in Major change reason decrease（%） Amount total assets Amount total assets (%) (%)

Monetary capital 2,424,046 18% 1,823,927 17% 1% The Company scale expanded

Receivables 7,686 0% 16,210 0% 0% Recovered sales balance payment

Prepayment 281,597 2% 829 0% 2% Prepaid land price

Inventory 7,847,651 59% 7,363,794 67% -8% Increase of property projects

Other receivables 1,368,388 10% 818,349 7% 3% Increase of land auction deposit

Long-term equity Newly added investment of associated 165,319 1% 108,325 1% 0% investment companies and joint ventures

Investment Completion and transfer in of 566,184 4% 311,734 3% 1% property investment property projects

Completion and transfer in of hotel Fixed assets 203,842 2% 43,519 0% 2% projects

Completion of hotel projects and Intangible assets 54,245 0% - 0% 0% transfer in of land use right

CMPD2013Annual Report

2. Major changes of liability projects Unit: RMB 0, 000

2013 2012 Increase Proportion in Proportion in decrease Major change reason Amount the total Amount the total (%) assets (%) assets (%)

Short-term loan 425,000 3% 210,500 2% 1% The Company scale expanded

Long-term loan 1,705,192 13% 1,437,801 13% 0% The Company scale expanded

Account collected Increase of building sales collected in 3,751,767 28% 2,846,397 26% 2% in advance advance

Increase of advance of minority Other payables 901,405 7% 850,235 8% -1% shareholders

Other current 356,049 3% 425,674 4% -2% Payment of land VAT liabilities

Dividends 12,093 0% 29,017 0% 0% Payment of unpaid dividends payable

China Merchants Property issued Bonds payable 300,338 2% - 0% 2% bonds

Income tax payable arriving from Deferred income 10,860 0% - 0% 0% Mainland China estimated by the tax liabilities overseas subsidiary companies

3. Assets and debts measured in fair value

Not applicable

VI. Core advantages of the Company

1. Great investment attraction and great collaboration With "promoting the times progress with commercial success" as the mission and "building a harmonious enterprise with international competitiveness" as the vision, China Merchants Group has created many firsts in modern Chinese economy, known as the "microcosm of hundred years of Chinese national enterprises". China Merchants Group's three major business segments include transportation and related infrastructure, financial investment and management, real estate development and management. China Merchants Group has a number of outstanding subordinates including China Merchants International, China Merchants Steamship Navigation, China Merchants Road, China Merchants Bank, China Merchants Securities, Shekou Industrial Zone and China

CMPD2013Annual Report

Merchants Capital, a direct investment fund management platform. China Merchants Property Development is a real estate flagship enterprise and the only listed company in China Merchants Group's property business segment. In recent years, China Merchants Group has vigorously promoted the integration of industry and finance, and given play to synergies through effective interaction between capital and industry, to achieve development by leaps and bounds.

For a long time, industry collaboration within the Group has become a unique advantage for the Company to obtain quality resources. The application of integration of industry and finance has been actively explored by the Company with related parties and is progressing smoothly. Furthermore, China Merchants Group that has great comprehensive strength has a great influence and appeal in China and the world, and its external synergic resources will also bring the Company tremendous business opportunities.

2. Well-capitalized and financially sound Since it was listed 20 years ago, the Company has effectively seized each opportunity to refinance in the capital market, maintained reasonably sufficient capital and constantly stabilized capital structure, to lay a solid capital foundation for expansion. As the overseas listing platform China Merchants Land has been successfully established and completed the initial equity and bond financing, the Company has again enhanced the capital strength and further expanded the space of capital financing. Carrying forward China Merchants Group's financial soundness management, the Company will always place financial risk control in the first place. Through years of fruitful funds management operation, the Company's debt to net worth ratio and synthetic fund cost have remained a relatively low level in the industry, which provides ample space of leverage for the Company to continuously expand the scale.

3. Focus on balanced development and investment as well as sales and operations While pursuing moderate growth of sales volume, the Company has carefully arranged precipitation of quality assets and continued to accumulate wealth to ensure sustainable development. Currently, it has 1.1 million square meters of built commercial real estates and 1.2 million square meters of commercial real estate under construction, covering office buildings, shopping malls, apartments, factories and so on. The retained commercial real estate not only brings stable cash flow to the Company, but also enjoys asset accretion in urban development. With the implementation of China Merchants Group's strategy to "Rebuild Shekou", the value of ninety percent of the Company’s built commercial real estate which are located in Shenzhen Shekou, will be rising over time. Most of the Company’s commercial real estate under construction, which are mostly located in the core areas of the cities newly marched into, will also generate great commercial value in the future.

Over 30 years, the Company has continued with operation around Shekou, practiced the integration of industry and urbanization, and accumulated experience of enhancing interaction between industry and city. Furthermore, the Company has deeply participated in and led the development and operation of a number of complex industrial parks in China, well experienced in gathering innovative technology, culture creativity and other high value-added industries. Such experiences and exported industrial park operation model will help promote the construction of new urbanization.

V. Analysis on the Investment Condition

1. External equity investment condition

（1）Foreign investment condition

The Company did notholdthe shares of other listed companies

CMPD2013Annual Report

（2）Condition of holding the equities of financial enterprises

Not applicable

（3）Securities investment condition

Not applicable

2. Condition of entrusted financing, derivative investment and entrusted loan

（1）Condition of entrusted financing

Not applicable

（2）Condition of derivative investment

Not applicable

（3）Condition of entrusted loan

The Company did not have the external entrust loans

3. Usageof the raise funds

Up till five years before December 31, 2013, the Company did issue shares in public for fund-raising.

4. Analysis on the major subsidiaries and joint-stock companies

Unit: 0,000 RMB

Major Company Registered Operating Operating Company name Industry product or Total assets Net assets Net profit type capital income profit service China Merchants Commercial Property Development Subsidiary Real estate 300,000 1,907,251 808,074 270,703 212,384 189,295 housing (Shenzhen) Co., Ltd. Guangzhou China Merchants Property Commercial Subsidiary Real estate 20,000 673,462 229,780 94,190 89,178 77,624 Development housing (Guangzhou) China Merchants Commercial Properties and Subsidiary Real estate 20,000 599,032 282,046 71,181 26,548 20,214 housing Investment China Merchants Power Public Park power Subsidiary 5,700 500,543 134,512 65,793 20,422 14,387 Supply service supply Shenzhen Wanke Binhai Commercial Subsidiary Real estate 100,000 467,712 95,331 - -3,313 -3,139 Property Co., Ltd. housing US Chongqing Merchants Commercial Subsidiary Real estate dollar53,40 443,491 359,691 52,641 8,342 7,966 Land housing 0

CMPD2013Annual Report

China Merchants Jia Commercial Subsidiary Real estate 35,000 414,693 216,739 371,889 128,264 96,283 Ming housing Zhenjiang Yingsheng US Commercial Property Development Subsidiary Real estate dollar11,80 340,820 65,211 58,943 -7,915 -7,908 housing Co., Ltd. 0 China Merchants Joint-stock Commercial Real estate 100,000 339,963 79,612 224,469 86,222 64,612 Overseas Chinese Town company housing US Foshan Xincheng Commercial Subsidiary Real estate dollar12,70 323,226 193,875 276,652 116,133 87,148 Property Co., Ltd. housing 0 China Merchants Commercial Property Development Subsidiary Real estate 3,000 300,793 20,169 295,328 116,532 87,236 housing (Beijing) US Foshan Xinjie Property Commercial Subsidiary Real estate dollar21,98 286,811 170,151 92,896 24,213 22,738 Co., Ltd. housing 0 Commercial Tianjin Zhao Sheng Subsidiary Real estate 3,000 229,018 54,127 204,125 65,993 49,627 housing Suzhou China Merchants Commercial Subsidiary Real estate 10,000 215,705 26,636 202,449 42,224 30,780 Nanshan housing Shenzhen Meiyue Commercial Property Consultant Co., Subsidiary Real estate 100 106,280 49,475 255,003 70,523 51,382 housing Ltd.

5. Condition of the major projects invested with non-raised funds

（1）Equity investment

During the report period, the Company newly added 21 property project companies, the newly added investment amount is RMB 3,113.52 million, and the investment condition is as follows:

Unit: 0,000 RMB

Proportion of the Actual Registered Company name interest of investment Scope of business capital the amount Company Beijing China Merchants Mingjia Property Development 1,000 70% 700 Property development Co., Ltd.

Tianjin Yongjingwan Property Development Co., Ltd. 6,000 100% 6,000 Property development

Dalian Zhaoyu Property Co., Ltd. 3,000 51% 1,530 Property development

Harbin Yinkai Property Development Co., Ltd. 2,000 85% 340 Property development

China Merchants Property Development (Yantai) Co., Ltd. 9,995 100% 35,316 Property development

CMPD2013Annual Report

USD China Merchants Proeprty Development (Rizhao) Co., 3,000 100% 3,000 Property development Ltd.

Zhenjiang Nanshan Innovation Industrial Park Co., Ltd. 5,000 60% 3,000 Property development

Suzhou China Merchants Yishanjun Property Co., Ltd. 3,000 100% 3,000 Property development

Hangzhou Zhujia Property Development Co., Ltd. 10,000 100% 10,000 Property development

China Merchants Property Development (Hangzhou) Co., 50,000 100% 50,000 Property development Ltd.

Chongqing China Merchants Evian Property Co., Ltd. 2,000 100% 2,000 Property development

Chongqing Yizhi China Merchants Property Development 23,200 100% 182,951 Property development Co., Ltd. HKD Chengdu China Merchants Longcheng Property 1,000 100% 1,000 Property development Development Co., Ltd.

Foshan Shunde Evian Desheng Property Co., Ltd. 1,000 100% 1,000 Property development

Foshan Kaida City Investment Development Co., Ltd. 1,000 51% 10,510 Property development

Foshan Shunde Evian Zhenyuan Property Co., Ltd. 550 100% 550 Property development

Foshan Evian Shangyuan Property Co., Ltd. 1,050 100% 1,050 Property development

Nanning China Merchants Haotian Property Co., Ltd. 10,000 51% 1,020 Property development

China Merchants Property Development (Sanya) Co., Ltd. 10,000 100% 10,000 Property development

Shenzhen Pingshan China Merchants Property Co., Ltd. 1,400 100% 1,400 Property development

Shenzhen China Merchants Shekou Construction Co., Ltd. 1,000 51% 510 Property development

CMPD2013Annual Report

1. On January 23, 2013, the Company invested in establishing Zhenjiang Nanshan Innovation Park Co., Ltd., which explores and operates Zhenjiang Guantangqiao Road East No.1 and 2 Block Project.The Companyholds 60% shares of Zhenjiang Nanshan Innovation ParkCo., Ltd.

2. On January 25, 2013, the subsidiary of the Company, China Merchants Property Development (Shenzhen) Co., Ltd. invested in establishing Shenzhen China Merchants Shekou Construction Co., Ltd., which explores and operates Shekou Yu’er Village Project. The Companyholds 51% shares of Shenzhen China Merchants Shekou Construction Co., Ltd.

3. On February 27, 2013, the subsidiary of the Company, Tianjin Zhaosheng Property Co., Ltd. invested in establishing Dalian Zhaoyu Property Co., Ltd., holding 51% shares, which explores and operates Dalian Hi-Tech Zone Dagao (2012) No.22 and 23 Block Project. The Companyholds 51% shares of Dalian Zhaoyu Property Co., Ltd.

4. On March 15, 2013, the Company established Shenzhen Pingshan China Merchants Property Co., Ltd. withsole proprietorship, which explores and operates Shenzhen Pingshan New Zone G12201-0299 Block Project.

5. On April 15, 2013, the subsidiary of the Company, China Merchants Property Development (Suzhou) Co., Ltd. established Suzhou China Merchants Yishanjun Property Co., Ltd. with sole proprietorship, which explores and operates Suzhou Hi-Tech Fengqiao (2013) G14 Block Project.

6. On May 27, 2013, the subsidiary company of the Company, China Merchants Property Development (Guangzhou) Co., Ltd. established Foshan Shunde Evian Desheng Property Co., Ltd. with sole proprietorship, which explores and operates Foshan Shunde New City Desheng Business Zone No. C02-2 Block Project.

7. On July 16, 2013, the subsidiary of the Company, China Merchants Property Development (Guangzhou) Co., Ltd. acquired 51% equity of Foshan Kaida City Investment Development Co., Ltd. through stock acquisition, Foshan Kaida City Investment Development Co., Ltd. exploresand operates Foshan Nanhai District Guicheng Street A27 Neighborhood 01 Block Project.

8. On August 5, 2013, the wholly owned subsidiary company of the Company, China Merchants Property Development (Guangzhou) Co., Ltd. established Chongqing China Merchants Evian Property Co., Ltd. with sole proprietorship, which explores and operates Chongqing Banan District Lijiatuo-Yudong Group B Standard Zone Block Project.

9. On September 3, 2013, the Company invested in establishing Nanning China Merchants Haotian Property Co., Ltd., which develops and operates Nanning Qingxiu District No. GC2013-047 Block Project.The Company holds 51% shares of Nanning China Merchants Haotian Property Co., Ltd.

10. On September 6, 2013, the Company established China Merchants Property Development (Hangzhou) Co., Ltd. with sole proprietorship, whichexplores and operates Hangzhou Hangzheng Chuchu [2013] No.52 Residence Block Project.

11. On September 20, 2013, the subsidiary company of the Company, Shanghai Fengruizhiye Co., Ltd. established Hangzhou Zhujia Property Development Co., Ltd. with sole proprietorship, which explores and operates Hangzhou Gongshu District Hangzheng Chuchu [2013] No.66 and Hangzheng Chuchu [2013] No.67 Block Project.

CMPD2013Annual Report

12. On September 20, the Company acquired 100% equity of Tianjin Guojun Co., Ltd. through stock acquisition, and indirectly held 85% equity of Harbin Yinkai Property Development Co., Ltd. through Tianjin Guojun Co., Ltd. Harbin Yinkai Property Development Co., Ltd. explores and operates Harbin Qunli New Zone Qunli First Avenue Block Project.

13. On October 20, 2013, the subsidiary of the Company, Tianjin Gangwei Property Development Co., Ltd. established Tianjin Yongjingwan Property Development Co., Ltd. with sole proprietorship, which explores and operates Tianjin Hedong District No.2013-096 Block Project.

14. On December 6, 2013, the subsidiary of the Company, China Merchants Property Development (Chengdu) Co., Ltd. established Chengdu China Merchants Longcheng Property Development Co., Ltd. with sole proprietorship, which develops and operates Chengdu Longquanyi District Xihe Town No.2013-263 Block Project.

15. On December 7, 2013, the subsidiary of the Company, Yiba Investment Co., Ltd. established China Merchants Property Development (Yantai) Co., Ltd. with sole proprietorship, which explores and operates Yantai Development Zone J[2013] No.5024 Block Project.

16. On December 10, 2013, the subsidiary of the Company, China Merchants Property Development (Guangzhou) Co., Ltd. established Foshan Shunde Evian Zhenyuan Property Co., Ltd. with sole proprietorship, which explores and operates Foshan Nanhai District Jiujiang Town, Dazheng Road No.2013-050 Block Project.

17. On December 10, 2013, the subsidiary company of the Company, Foshan Evian Property Co., Ltd. established Foshan Evian Shangyuan Property Co., Ltd. with sole proprietorship, and the company will develop and operate Foshan Chancheng District No.2013-006 Block Project.

18. On December 16, 2013, the subsidiary of the Company, Yuyue Co., Ltd. established Chongqing Yizhi China Merchants Property Development Co., Ltd. with sole proprietorship, which explores and operates Chongqing Yubei District Two Groups F Standard Zone Block Project.

19. On December 21, 2013, the subsidiary of the Company, China Merchants Property Development (Shenzhen) Co., Ltd. established China Merchants Property Development (Sanya) Co., Ltd. with sole proprietorship, and the company will develop and operate Sanya Haitang Bay Qingtian Style Town BT Project.

20. On December 23, 2013, the subsidiary company of the Company, China Merchants Property Development (Beijing) Co., Ltd. established Beijing China Merchants Mingjia Property Development Co., Ltd. with sole proprietorship, holding 70% shares.

21. On December 26, 2013, the Company established China Merchants Property Development (Rizhao) Co., Ltd. with sole proprietorship, which explores and operates Rizhao Donggang District 2013A-69 Block Project.

（2）During the reporting period, the accumulative investment amount of the main projects was RMB 84,752.75 million, and the investment situation is as follows:

Unit: 0,000 RMB

Total Investment Accumulative Project name planned amount actual Project progress Project earnings investmen during investment

CMPD2013Annual Report

t amount this amount up till reporting the end of this period reporting period Wuhan Ink Lake 923,480 192,893 565,699 Main body construction Not carried over yet Realized gross profit of RMB Zhenjiang Beigu Bay 621,044 92,652 464,470 Main body construction -59.13 million in this year Nanjing Yonghuafu 335,945 72,085 270,064 Main body construction Not carried over yet Beijing Xicheng Phase 1 and 2 completed, phase 3 in Realized gross profit of RMB Homestead and 507,456 60,892 415,074 main body construction 1,303.37 million in this year Longyuan Changzhou Park 1872 300,031 54,430 109,743 Main body construction Not carried over yet Suzhou Small Stone Realized gross profit of RMB 485,432 50,563 332,728 Main body construction City 463.09 million in this year Phase 1 completed, Phase 2, 3 and 4 Realized gross profit of RMB Chengdu Yonghuafu 275,371 44,317 273,284 in main body construction -6.37 million in this year Kunming 320,099 43,204 43,204 Main body construction Not carried over yet Haigongguan Shenzhen Yihai City 735,678 40,677 379,818 Main body construction Not carried over yet Phase 1 to 3 completed, phase 4 and Realized gross profit of RMB Tianjin Diamond Hill 359,494 38,567 301,915 5 in main body construction 681.16 million in this year Tianjin Beiken Hill 512,700 35,928 222,116 Main body construction Not carried over yet Guangzhou Donghui 289,176 33,696 178,720 Main body construction Not carried over yet City Chongqing Garden Phase 1 completed, phase 2 and 3 in Realized gross profit of RMB 425,195 31,626 242,118 City main body construction -49.39 millionin this year Phase 1 completed, phase 2 in main Foshan Evian Tianhui 238,612 30,433 215,816 Not carried over yet body construction Realized gross profit of RMB Xiamen Hyde Park 233,354 28,554 185,687 Main body construction -22.48 million in this year Chongqing Realized gross profit of RMB 1,281,749 28,063 460,870 Main body construction Changjiahui 102.43 million in this year Realized gross profit of RMB Xiamen Sea May 256,949 26,831 179,193 Main body construction 266.49 million Yuan in this Flower year Phase 1 completed, phase 2 and 3 in Realized gross profit of RMB Suzhou Yongjing Bay 215,000 26,352 181,887 main body construction -2.5 million in this year Phase 1 completed, phase 2 and 3 in Realized gross profit of RMB Zhangzhou Cadaques 349,353 25,986 144,798 main body construction 23.73 million in this year ShenzheSea World Realized gross profit of RMB 81,209 25,747 65,131 Completed Hotel -6.46 million in this year Beijing Park 1872 448,505 25,657 349,556 Phase 1 and 2 completed, phase 3 in Realized gross profit of RMB

CMPD2013Annual Report

main body construction 1,210.68 million in this year Shanghai Hyde Realized gross profit of RMB 187,254 23,589 86,672 Main body construction Garden 30.01 million in this year Shenzhen Jingshan 292,370 22,372 200,485 Main body construction Not carried over yet Jinhai Qingdao lAVIE 140,367 21,062 84,773 Main body construction Not carried over yet Commune Shenzhen China Realized gross profit of RMB 143,588 19,715 120,861 Completed Merchants Green 815.23 million in this year Shenzhen Pingshan 322,408 19,014 141,414 Main body construction Not carried over yet Garden City Nanjing Garden City 104,931 17,168 93,026 Completed Did not realize income Center Realized gross profit of RMB Foshan Evian Xicheng 146,411 17,071 127,089 Main body construction 162.19 million in this year Foshan Evian Realized gross profit of RMB 188,732 16,937 186,677 Completed Shangcheng 67.16 million in this year Guangzhou Jinshan Realized gross profit of RMB 670,181 16,706 280,316 Phase 4 and 8 completed Valley 355.85 million in this year Shenzhen Woods Realized gross profit of RMB 85,267 14,978 68,717 Completed Apartment 451.01 million in this year Realized gross profit of RMB Harbin Notting Hill 406,376 14,769 106,928 Main body construction -10.96 million in this year Shenzhen China 142,073 14,663 101,354 Completed Did not realize income Merchants Square Wuhan Yonghuafu 99,183 13,700 88,464 Main body construction Not carried over yet Chongqing Jiangwan Realized gross profit of RMB 192,308 13,426 176,600 Completed City 310.51 million in this year Shanghai Sheshan Phase 1 completed, phase 2 and 3 in Realized gross profit of RMB 303,342 8,922 253,180 Longyuan main body construction -9.08 million in this year Foshan Evian Water Realized gross profit of RMB 306,666 8,146 282,178 Completed Bank 1,192.73 million in this year Shenzhen Yongjing Realized gross profit of RMB 157,002 8,139 152,939 Completed Bay Garden 236.46 million in this year Shenzhen China Realized gross profit of RMB 190,547 7,547 185,999 Completed Merchants Guanyuan 319.08 million in this year Realized gross profit of RMB Beijing Conrad Hotel 120,419 7,472 97,802 Completed -89.84 million in this year Chengdu Dongcheng Realized gross profit of RMB 61,967 5,849 57,910 Completed International Square -16.69 million in this year

CMPD2013Annual Report

VI. Estimation on the operation achievement of January-March 2014

Not Applicable

VII. The main body condition of the special purpose of Company control

Not Applicable

VIII. Prospect of the future development of the Company

(A) Industry trends and competitive landscape The year of 2014 will be a year full of variables, with slow recovery of the world economy and continued weak cycle of domestic economy; and the first year to comprehensively deepen reform, with seeking progress in stability, reform and innovation as the focus of economic work. For the real estate market, the new government has stressed the need to bring into play the regulatory role of the market and combine "market allocation" and "government guarantee" to meet the housing needs of different classes, properly address supply and demand balance. By means of control of regional classification and two-way control on supply and demand, the housing prices will return to a reasonable level, eventually to achieve the healthy development of both real estate market and social economy. Under the background that policy factors are becoming clear, real housing demand remains strong, urbanization has not peaked and new diversified demands for real estate are emerging in an endless stream, the Company believes that the long-term prospects for the real estate industry are still worth the wait.

Differentiation will become a keyword for the industry's development in 2014. Regulatory policies will be implemented according to local conditions; speculators will be gradually reduced, and rigid demand customers will be segmented; scarcity of land in first-tier cities will result in highlighting of location value, and imbalanced demands in second and third-tier cities will result in risks of oversupply in some places; and the widening echelon gap among real estate enterprises will intensify the competitive landscape. To cope with industry risks, brand real estate enterprises have embarked on transformation, explored new models and sought new positioning. Mobile Internet, Internet of Things, big data and other new economic elements will break the traditional routine of real estate operation, and reshape the development model of the real estate industry.

Facing the competitive landscape of pacesetters coming in from the front and pursuers behind, the Company has a strong sense of crisis, but more pressure and motivation to seek progress and change. The Company will adhere to the basic strategy of long-term sustainable development, shape and deepen unique business model to create value for our shareholders.

(B) Business plan With "people-oriented, customer first, execution focused and bold innovation" as the core, in 2014 the Company will have a clear understanding of industry development and thoroughly implement the long-term strategic objectives, to achieve sustained steady growth. The Company will expand operating management focused on customer needs in order to transform into a customer-centric enterprise. The Company will comprehensively strengthen the team’s executive ability, and break the bottleneck for growth through innovative practice in full service.

Under the guidance of the ideas mentioned above, the Company has sorted out and adjusted product structure and regional distribution, etc., reasonably judged supply and demand in the cities where the projects are located, and developed a cash flow management-based dynamic business plan by combining with the adequate estimation on the Company's operating management ability. Such plan includes positive arrangement in a good market situation and defense strategy when big industry risks appear, in order to seek a possible opportunity for progress under the premise of steadiness. The Company plans annual contracted sales of real 32

CMPD2013Annual Report estate to exceed50 billion Yuan, newly started construction area this year to reach 5.48 million square meters, floor space of building completed to reach 2.94 million square meters and area under construction at the end of the year to reach 9.90 million square meters.

(C) Possible risks Record high volume and price of the real estate market after a rebound in 2013 have increased downside risks; fierce competition in land market has caused land prices to remain high; huge amounts of inventory in some cities may result in risk of oversupply. In addition, since the Federal Reserve Board announced its withdrawal from the quantitative easing policy, the market has been faced with the challenge from tight liquidity, so interest rates will remain high or continue upward; in such business environment, real estate enterprises will face increasing pressure from funds, costs, sales and other aspects.

(D) Coping strategies and priorities of the Company While China's economy has started entering the period of transformation development, and the real estate market faces new chance and challenge, the Company must always keep a clear mind, as well as prospective judgement and decision. In terms of management system and operational mechanism, the Company will look for further optimization; achieve a balance between development acceleration and rick control; and probe deeply into the business model innovation and intelligence application.

Although the industry has experienced a period of differentiation and adjustment, there still exists different market opportunities for different regions and different product portfolios. The Company will develop a series of positive coping strategies, to further explore and capture such opportunities.

In 2014, the Company's focus of resource expansion will shift to deep cultivation in the cities which have been entered, and push on with exploration and innovation of new business area. The Company will intensively study the possible opportunities in each city under the background of differentiation, and adopt appropriate development strategies based on the characteristics of different cities, such as focusing on seeking transformation development in the first-tier cities which has fierce competition but good prospect; conducting modest cultivation and development in the second-tier cities with large population base, strong industrial base and high development potential; and studying to explore potential areas in third and fourth-tier cities, to wait for an opportunity to expand its land bank. China Merchants Land will continue to increase market share in Guangzhou, Foshan, Nanjing and Chongqing, keep a watchful eye on "Rising Star" cities, and actively makes the attempt in overseas business, to explore new markets of the real estate business in the international market in which China Merchants Group's businesses are involved.

The Company will give full play to the financing platform advantages of A shares and H share - China Merchants Land and adhere to the financing strategy of developing both capital market and currency market to build a comprehensive financing system. It will on the one hand maintain the financing cost advantage, optimize capital structure and reasonably adjust the scale of debt financing; and on the other hand deepen cooperation with domestic and foreign banks, insurance and other financial institutions, actively research and innovate financial products. The Company will also explore a new path to integration of industry and finance, and strive to achieve greater breakthroughs.

Under the premise of full and comprehensive product line, the Company will further adjust product structure and increase the supply of medium and small-sized products. Under the effective support of product standardization, it will comprehensively promote the application of rigid-demand series product "I-Love" and the improved type "I-Hope" standardized products, and increase the number of projects with standardized decoration, and require the application rate of standardized products in the first phase of all the major projects and the newly acquired "short, adaptable and fast" residential projects to reach more than 80%. In addition, the Company 33

CMPD2013Annual Report will continue to enhance execution of strategic procurement, improve the strategic procurement rate, strengthen cost ceiling management and expand cost competitive advantage.

China Merchants Commercial Property continues to consolidate the operating management of Sea World and enhance its brand influence, as well as expand investment in China's coastal cities as opportunities arise and realize possible replication; and seek opportunities to cooperate with relative parties to develop influential industrial towns based on the 30 years of operation and management experience in industrial parks; will enhance the research on health-care real estate, and actively put such research into practice to yield positive results; and will improve the operating management abilities of Hotel Management Company, comprehensively establish Commercial Operation Management Company, and shape quality commercial management brand.

China Merchants Property Service will rely on China Merchants Group's advantages of resources such as real estate, finance, logistics, hotel and park service, build community "intelligence service integration platform" together with social well-known institutions and expand the scope of application, realize specialized operation of comprehensive community services, and further enhance the commercial value of property service in the real estate development chain.

With "promoting value realization of employees and enhancing organization effect" as the main direction for the Company to implement "people-oriented", in 2014 the Company will vigorously promote humanistic care and employee capacity building, strengthen performance evaluation, stimulate value creation and build a "Wolf" team. It will strengthen quality talent supply by strengthening talent planning and inventory and improving internal talent market operation; will improve organization and employee competence by establishing China Merchants Property Development Training Institute and promoting the "wolf plan" and other training programs; will enhance organization viability and effectiveness by establishing accountability mechanism, promoting individual performance management and improving the incentive system of emphatic coverage, long-term and short-term combination and complementation; and will enhance employee dedication by enriching non-monetary incentive measures, carrying out care activities for employees and creating a "simple, sunshine and efficient" organizational climate.

In 2014, which is the 30th anniversary of the establishment of China Merchants Property Development, the Company will use this as the theme, steadily promote the implementation of China Merchants Property Development's brand strategy that carries forward the century-old culture of China Merchants Group, and comprehensively upgrade the brand value system. The Company will inject fresh vitality through measures such as diversified brand promotion, brand innovation and maintenance, to raise the overall value of the Company.

IX. Explanations on the “nonstandard audit report” of the certified accountant in the report period by the Board of Directors and the Board of Supervisors

Not Applicable

X. Explanations on the changes of the accounting policy, accounting estimation and accounting method compared to the financial report of the last year

In this year, with the approval of the third Temporary Board Meeting in 2013 of the 7th Board of Directors of the Company, and with the approval of the resolution of the 8th Meeting of the 7thSupervisory Committee of the Company, the Company changed the accounting estimation on the bad debt provision of the receivables.

The Board of Directors of the Company thinks that the changes of the accounting estimation comply with the provisions of the related laws and regulations and the demand of the actual condition of the Company. And the

CMPD2013Annual Report changes of the accounting estimation make the calculated method of bad debt provision of the receivables more reasonable, manifesting the prudence principle, and more objectively reflecting the actual condition of the receivables of the Company.

The changes of the calculated method of bad debt provision of the receivables are implemented since June 30, 2013, which causes thebad debt provision of the reporting period increasing about RMB 4.02 million than before.

XI. Explanations on the major accounting error corrections that need tracing back and restatement arising in the report period

Not applicable

XII. Explanations on the changes of the scope of the consolidated statement compared to the financial report of the last year

During this year, 34 companies were newly brought into the scope of the consolidated statement, 20 of which are property development companies, and the remaining 14 are newly established oversea investment companies.

Shenzhen China Merchants Overseas Chinese Investment Co., Ltd. and China Merchants Property Development (Zhenjiang) Co., Ltd are no longer brought into the scope of the consolidated statement during current year.

For the details of the changes of the scope of the consolidated statement, please see the financial report part V (II).

XIII. Profit distribution and dividend payment of the Company

1. Profit distribution policy, especially the cash dividend payment policy in the report period

The Company Statute of the Company clearly prescribed the decision-making mechanism of the dividend distribution policy, and prescribed the conditions for implementing cash dividends distribution. When the cash dividend distribution conditions are met, the profit distributed in cash form each year shall not be lower than 10% of the distributable profit realized in the year, and the profit distributed accumulatively in cash form in the last three years shall not be lower than 30% of the annual average distributable profit realized in the last three years.

During the reporting period, the Company profit distribution policy had no change, and the profit distribution implemented by the Company complies with the provisions of the Company Statute and the examination procedures. The dividend distribution standard and dividend distribution proportions are clearly defined, and they fully protect the rights and benefits of the small and medium investors. Independent Directors aired their opinion: the preplan of the profit distribution policy respects and protects the interest of the investors especially minority shareholders, and complies with the provisions of the related laws, regulations and the Company Statute.

2. Plans for profit distribution and capital stock transferred from capital reserve in the last three years of the

CMPD2013Annual Report

Company (including the reporting period)

2013 Profit distribution and capital stock transferred from capital reserveplan:

The accrued Retained Earnings was RMB 105,734,395.09 Yuan based on 10% of the parent company’s net profit of RMB 1,057,343,950.92.

Taking the total capital stock of 1,717,300,503 shares at the end of the year as a cardinal number, the dividend of RMB 4.8 (including tax) in cash per 10 shares was distributed, with the total dividend in cash of RMB 824,304,241.44.

The residual undistributed profit ofRMB 4,607,851,118.62 was retained to the next year.

Taking the total capital stock of 1,717,300,503 shares at the end of the year as a cardinal number, 10 shares from capital reserve was transferred to 5shares of common stock, with total transferred amount of RMB 858,650,251. After transferring, the total capital stock increased to 2,575,950,754 shares and the ending balance of capital reserve was RMB 8,068,403,942.

2012 profit distribution preplan: The accrued Retained Earnings was RMB 59,752,229 based on 10% of the parent company’s net profit of RMB 597,522,289. Taking the total capital stock of 1,717,300,503 shares at the end of the year as a cardinal number, the dividend of RMB 3.0 (including tax) in cash per 10 shares was distributed, with the total dividend in cash of RMB 515,190,151. The residual undistributed profit ofRMB 4,480,545,804was retained to the next year. The Company did not transfer capital reserve to increase its capital stock this year.

2011 profit distribution preplan: The accrued Retained Earnings was RMB 68,566,185 based on 10% of the parent company’s net profit of RMB 685,661,848. Taking the total capital stock of 1,717,300,503 shares at the end of the year as a cardinal number, the dividend of RMB 2.0 (including tax) in cash per 10 shares was distributed, with the total dividend in cash of RMB 343,460,101. The residual undistributed profit ofRMB 4,457,965,895 was retained to the next year. The Company did not transfer capital reserve to increase its capital stock this year.

CMPD2013Annual Report

3. Cash dividends of the Company in the past three years (Unit: RMB)

Net profit belonging to the Net profit ratio belonging to Cash dividend shareholders of the listed company the shareholders of the listed Cash dividend amount (including tax) year in the consolidated financial company in the consolidated statement of the year financial statement of the year 2013 824,304,241 4,202,152,074 19.62% 2012 515,190,151 3,318,266,876 15.53% 2011 343,460,101 2,591,781,031 13.25%

XIV. Social responsibility condition

The Company social responsibility report was fully disclosed at http://www.cninfo.com.cn.

XV. Table about investigations, communications and interviews received by the Company during the report period

In 2013, the Company continues to provide the investors with comprehensive and detailed shareholder services; and the investors are received for 146 times throughout the year and more than 1200 investors are received, wherein the Company attended 22strategic seminarsand investor presentation meetings organized by domestic and overseasinstitutions. In addition, the Company keeps communication with the investors through phone, E-mail, online roadshow, online interactive platform, etc. In the process of interaction with the investors, the Company can timely spread management philosophy and business performance to the capital market, which can make capital market have a deep understanding of the Company.

Received object Content discussed Reception date Reception place Reception way Received object type and information provided Telephone Dongxing January 7, 2013 Shenzhen Institutional investor communication Securities Telephone Credit Suisse January 8, 2013 Shenzhen Institutional investor communication Founder Telephone January 8, 2013 Shenzhen Individual investor individual investor communication China Jianyin Investment January 9, 2013 Shenzhen Field investigation Institutional investor Securities, Central Assets JP Morgan Asset January 11, 2013 Hong Kong Interecommunions Institutional investor Mgt ， RCM Cap Mgt January 11, 2013 Shenzhen Field investigation Institutional investor Citic Securities Telephone ① Introducing January 12, 2013 Shenzhen Institutional investor Heqi Invenstment communication operation of the Company ② Discussing the Telephone January 15, 2013 Shenzhen Institutional investor Full Vision Capital industry development; communication ③ Providing the

CMPD2013Annual Report

Changsheng Fund, announcement and January 15, 2013 Shenzhen Field investigation Institutional investor CICC Securities brochure for projects of the January 17, 2013 Shenzhen Field investigation Institutional investor China Securities Company. Huatai Securities, ④ Visiting the Company January 17, 2013 Shenzhen Field investigation Institutional investor Changxin Fund on-sale buildings, and Telephone providing building sales January 17, 2013 Shenzhen Institutional investor Templeton communication brochure January 18, 2013 Shenzhen Field investigation Institutional investor New China Fund Xingcheng Fund, January 21, 2013 Shenzhen Field investigation Institutional investor Guotai Junan Securities Jefferies, Pictet Asset Management, Zeal Asset

January 22, 2013 Shenzhen Field investigation Institutional investor Management, Calyon, Credit Agricole, Full vision Capital Strategic seminar

January 22, 2013 Shenzhen Strategic seminar Institutional investor of Guotai Junan

Securities

Telephone January 23, 2013 Shenzhen Institutional investor Orient Securities communication

Telephone Credit Suisse January 23, 2013 Shenzhen Institutional investor communication Founder

Bank of

January 23, 2013 Shenzhen Field investigation Institutional investor Communications

Schroder

Chang Qingteng Asset Management, January 23, 2013 Shenzhen Field investigation Institutional investor First Shanghai Securities Guosen Securities,

GF Securities, First Capital Securities, January 24, 2013 Shenzhen Interecommunions Institutional investor Rongtong Fund, Bank Of China life insurance, etc

Telephone Shenyin Wanguo January 25, 2013 Shenzhen Institutional investor communication Securities

CiticSecurities, Cape Asset ① Introducin Management, g operation of the January 25, 2013 Shenzhen Interecommunions Institutional investor Libang investment Company adviser, United Securities ② Discussin Investment Trust

CMPD2013Annual Report

China Asset g the industry January 29, 2013 Shenzhen Field investigation Institutional investor Management development; Strategic seminar ③ Providing the January 31, 2013 Shenzhen Strategic seminar Institutional investor of Guosen information Securities announced and February 1, 2013 Hong Kong Interecommunions Institutional investor Barclay brochure for projects February 5, 2013 Hong Kong Field investigation Institutional investor Pinpoint Asset Mgt of the Company. Nomura ④ Visiting the February 7, 2013 Shenzhen Field investigation Institutional investor international, UBS, Company on-sale AMP Capital buildings, and February 26, 2013 Suzhou Field investigation Institutional investor Huatai united providing building China International sales brochure February 27, 2013 Zhenjiang Field investigation Institutional investor Capital Corporation limited Telephone Bank of China March 21, 2013 Shenzhen Individual investor communication International Telephone March 22, 2013 Shenzhen Institutional investor Orient Securities communication Telephone Goldman Sachs March 27, 2013 Shenzhen Institutional investor communication Gao Hua

China Jianyin Telephone April 1, 2013 Shenzhen Institutional investor Investment communication Securities

Telephone April 2, 2013 Shenzhen Institutional investor Sealand Securities communication

Shanghai Jin Li April 7, 2013 Guangzhou Field investigation Institutional investor Investment

First State Asset April 8, 2013 Shenzhen Field investigation Institutional investor Management

Shanghai Jin Li April 8, 2013 Foshan Field investigation Institutional investor Investment

China International

April 9, 2013 Foshan Field investigation Institutional investor Capital Corporation

limited

Guotai Junan

Securities, China April 10, 2013 Shenzhen Field investigation Institutional investor Securities, China

Asset Management

Everbright April 11, 2013 Shenzhen Field investigation Institutional investor Securities

China Jianyin

April 12, 2013 Shenzhen Field investigation Institutional investor Investment

Securities

CMPD2013Annual Report

China Merchants April 18, 2013 Shenzhen Field investigation Institutional investor Securities ① Introducin Telephone Shenyin Wanguo g operation of the April 24, 2013 Shenzhen Institutional investor communication Securities Company Telephone Bank of China ② Discussin April 24, 2013 Shenzhen Institutional investor communication International g the industry China International development; Telephone April 24, 2013 Shenzhen Institutional investor Capital Corporation ③ Providing the communication limited information Telephone announced and April 24, 2013 Shenzhen Institutional investor Jefferies communication brochure for projects Telephone of the Company. April 24, 2013 Shenzhen Institutional investor Sealand Securities communication ④ Visiting the Telephone Company on-sale April 24, 2013 Shenzhen Institutional investor ICBC Credit Suisse communication buildings, and Telephone providing building April 24, 2013 Shenzhen Institutional investor Essence Securities communication sales brochure China Jianyin Telephone April 24, 2013 Shenzhen Institutional investor Investment communication Securities April 25, 2013 Wuhan Field investigation Institutional investor China Securities

Guotai Junan

Securities, Citic

Securities, China Telephone April 25, 2013 Shenzhen Institutional investor International communication Capital Corporation

limited, Harvest

Fund

Telephone April 29, 2013 Shenzhen Institutional investor Fidelity Fund communication

Telephone Agricultural May 2, 2013 Shenzhen Institutional investor communication banklife insurance

Telephone Everbright May 2, 2013 Shenzhen Institutional investor communication Securities

Telephone May 2, 2013 Shenzhen Institutional investor Guosen Securities communication

China Jianyin Telephone May 3, 2013 Shenzhen Institutional investor Investment communication Securities

Goldman Sachs May 7, 2013 Shenzhen Field investigation Institutional investor Gao Hua

May 7, 2013 Shenzhen Field investigation Institutional investor China Securities

May 9, 2013 Hong Kong Strategic seminar Institutional investor Macquarie

CMPD2013Annual Report

May 10, 2013 Shenzhen Field investigation Institutional investor First Shanghai May 15, 2013 Wuhan Field investigation Institutional investor Guosen Securities Citibank , Everest May 17, 2013 Shenzhen Field investigation Institutional investor Capital May 17, 2013 Beijing Field investigation Institutional investor Fullgoal Fund May 21, 2013 Shenzhen Field investigation Institutional investor GF Securities May 23, 2013 Shanghai Strategic seminar Institutional investor Orient Securities JP Morgan Asset May 30, 2013 Tianjin Field investigation Institutional investor Mgt

June 1, 2013 Beijing Field investigation Institutional investor UBS Securities ① Introducin g operation of the June 3, 2013 Shenzhen Field investigation Institutional investor Penghua Fund Company June 4, 2013 Suzhou Field investigation Institutional investor China Securities ② Discussin June 4, 2013 Beijing Strategic seminar Institutional investor Guosen Securities g the industry Hillhouse Capital development; June 9, 2013 Shenzhen Field investigation Institutional investor Management ③ Providing the June 14, 2013 Shenzhen Field investigation Institutional investor Jefferies information Invesco Hong announced and June 17, 2013 Nanjing Field investigation Institutional investor Kong Limited brochure for projects June 18, 2013 Guangzhou Field investigation Institutional investor Morgan Stanley of the Company. China Merchants ④ Visiting the June 19, 2013 Shenzhen Strategic seminar Institutional investor Securities Company on-sale China International buildings, and June 19, 2013 Shenzhen Field investigation Institutional investor Capital Corporation providing building limited sales brochure

Galaxy Securities,

June 21, 2013 Shenzhen Field investigation Institutional investor Shengtai

investment

June 26, 2013 Beijing Field investigation Institutional investor Citibank

June 27, 2013 Hong Kong Strategic seminar Institutional investor Citibank

June 28, 2013 Xiamen Strategic seminar Institutional investor Citic Securities

Invesco Hong

Kong Limited,

Telephone Heqi Invenstment, July 4, 2013 Shenzhen Institutional investor communication Manulife Asset

Management,

CICC Securities

Telephone July 8, 2013 Shenzhen Institutional investor GF Securities communication

Telephone July 8, 2013 Shenzhen Institutional investor Orient Securities communication

CMPD2013Annual Report

Telephone July 9, 2013 Shenzhen Institutional investor GF Securities communication ① Introducin Guodu g operation of the Telephone July 10, 2013 Shenzhen Institutional investor Securities,Credit Company communication Suisse Founder ② Discussin KGI g the industry Securities,Frankli development; nHuamei ③ Providing the July 11, 2013 Shenzhen Field investigation Institutional investor Investment, information Galloping Horse announced and Capital brochure for projects GF of the Company. Securities,China Institutional investor ④ Visiting the Telephone Merchants August 7, 2013 Shenzhen and individual Company on-sale communication Securities,Sealand investor Securities,individua buildings, and l investor providing building August 7, 2013 Shenzhen Field investigation Institutional investor BOC International sales brochure August 14, 2013 Zhuhai Field investigation Institutional investor BNP Paribas August 15, 2013 Foshan Field investigation Institutional investor BNP Paribas August 16, 2013 Shenzhen Field investigation Institutional investor Guosen Securities GF Securities,BOC Institutional investor international,Gold August 22, 2013 Shenzhen Field investigation and individual man Sachs Gao investor Hua, individual investor Telephone August 23, 2013 Shenzhen Individual investor communication Telephone August 26, 2013 Shenzhen Individual investor individual investor communication Telephone August 27, 2013 Shenzhen Individual investor individual investor communication Guotai Junan Securities,New August 30, 2013 Shenzhen Field investigation Institutional investor China Life Insurance Telephone September 5, 2013 Shenzhen Individual investor individual investor communication Telephone September 9, 2013 Shenzhen Individual investor individual investor communication Strategic seminar September 11, Shenzhen Strategic seminar Institutional investor of Guosen 2013 Securities September 12, Investigation Shenzhen Field investigation Institutional investor 2013 organized

CMPD2013Annual Report

byGuosen Securities Strategic September 12, Shenzhen Strategic seminar Institutional investor seminarofPing An 2013 Securities September 13, Citic China Shenzhen Strategic seminar Institutional investor 2013 Securities Citic Securities, China Jianyin September 16, Telephone Investment Shenzhen Institutional investor 2013 communication Securities, Ping An Securities, Guosen Securities Orient Securities, Shanghai Jin Li September 17, Telephone Shenzhen Institutional investor Investment, Guotai 2013 communication Junan Securities, etc. A-share additional September 24, Telephone issuance and buy Shenzhen Institutional investor 2013 communication assets trading explanation session September 25, Shenzhen Field investigation Institutional investor Yinhua Fund 2013 October 24, 2013 Hongkong Strategic seminar Institutional investor Jefferies Telephone Guotai Junan October 24, 2013 Shenzhen Institutional investor communication Securities, etc. October 25, 2013 Shenzhen Field investigation Institutional investor East Capital China International Capital Corporation October 31, 2013 Shenzhen Field investigation Institutional investor Ltd., China Asset Management National city Bank November 4, 2013 Beijing Field investigation Institutional investor of New York , Fidelity November 5, 2013 Hongkong Strategic seminar Institutional investor Goldman Sachs

November 5, 2013 Shenzhen Field investigation Institutional investor Shanxi Securities

November 6, 2013 Shenzhen Field investigation Institutional investor Full Goal Fund Harvest Fund, China Asset November 6, 2013 Shenzhen Field investigation Institutional investor Management, Embellish CDH investment

CMPD2013Annual Report

November 8, 2013 Shenzhen Field investigation Institutional investor Full Goal Fund November 8, 2013 Shenzhen Field investigation Institutional investor Barings Dongxing Securities, China November 21, Beijing Field investigation Institutional investor Asset Management, 2013 Manulife Teda Investment November 28, Shenyin Wanguo Shanghai Strategic seminar Institutional investor 2013 Securities November 29, Norway Central Shenzhen Field investigation Institutional investor 2013 Bank Goldman Sachs Asset Management, Hangjian Asset December 3, 2013 Beijing Strategic seminar Institutional investor Management, Team-Top Investment December 12, China Merchants Shenzhen Strategic seminar Institutional investor 2013 Securities December 17, Shenzhen Strategic seminar Institutional investor Guosen Securities 2013 December 18, Shanghai Strategic seminar Institutional investor Haitong Securities 2013 December 20, Shenzhen Field investigation Individual investor individual investor 2013 December 25, Hua Chuang Shenzhen Field investigation Institutional investor 2013 Securities December 30, Telephone Shenyin Wanguo Shenzhen Institutional investor 2013 communication Securities

CMPD2013Annual Report

Chapter 5 Important Matters

I. Major Lawsuits and Arbitration

In the report period, The Company has not involved in any material lawsuit or arbitration.

II. Media query condition

The Company has not involved in any media query condition in the report period.

III. Non-operating Cash Occupied by Controlling Shareholders and Their Related Parties of Public Companies

Unit: 0,000 RMB

Additiona Total l occupied Period-be repaymen Period-e Anticipated Anticipated amount of Due Date Shareholder or related party Occupancy Time Cause ginning reporting t of this nd repayment repayment (Month) amount period reporting amount approach amount period

Shanghai New Nanshan Property September 2011 Capital 14,365 569 14,934 Operating 14,934 April 2014 Development Co., Ltd till now borrowing cash flow Investmen 6,445 202 6,243 Transfer of 6,243 December 2012 December Jones Tech Limited t pending investment till now 2014 transfer fund Investmen 7,396 1,859 - 9,255 Transfer of 9,255 December 2012 December Holly Profit Limited t pending investment till now 2014 transfer fund Investmen - 4,481 4,481 Transfer of 4,481 December 2013 December Blue Cove International Ltd. t pending investment till now 2014 transfer fund Investmen - 8,903 8,903 Transfer of 8,903 December 2013 December Powerwise International Ltd. t pending investment till now 2014 transfer fund Total 28,206 15,812 202 43,816 43,816

IV. Bankruptcy reorganization related matters Not applicable

CMPD2013Annual Report

V. Capital Transactions

1. Assets Acquisitions Not Applicable

2. Assets sales Not Applicable

3. Enterprise mergers Not applicable

VI. Implementation and Influence of Corporate Equity Motivation

In the report period, the Company did not offer equity motivation.

VII. Major Related transactions

1. Related transactions relating to daily business

In 2013, the Company has the following leasing transactions with Shekou Industrial Zoneand its related parties:

The Company and some of its subsidiaries in Shenzhen leased the land-use right of business site to Shekou Industrial Zone with an annual rent of RMB 10.08 million. The wholly owned subsidiary company of the Company China Merchants Shangzhi leased the land-use rightand coverings of building 1,3,5 and property of building 2 and 6 of Shenzhen Shekou Huajian Block which owned by Shekou Industrial Zone with an annual rent of RMB 26.64million. The related parties including Shekou Industrial Zone leasedleasing properties of the Company such as New Times Square and China Merchants Building, with an annual rent of RMB 23.55 million.

The transactions above are daily business activities of the company. The Company has informed independent directors before those transactions happened. Independent directors having reviewed such transactions believed that they are fairly priced based on market price, followed arm-length principle, without any impairment of interests of the Company and other shareholders.

2. Related transactions arising from acquisition and assets sales During the report period, there were no major related party transactions relating to acquisition and assets sales.

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3. Related transactions relating to joint foreign investment

During the report period, there were no major related transactions relating to joint foreign investment

4. Guarantee of the related parties 1. The loan guarantee for the Company and subsidiary companies provided parties by related parties as of December 31, 2013: (Unit: RMB)

Name of the related party Party Guaranteed Guarantee amount

Long-term loan guarantee China Merchants Group Co., Ltd. The Company RMB 2,000,000,000 China Merchants Shekou Industrial Zone Co., The Company RMB 935,500,000 Ltd. China Merchants Shekou Industrial Zone Co., China Merchants Property Development RMB 580,000,000 Ltd. (Shenzhen) Co., Ltd. China Merchants Shekou Industrial Zone Co., Wuhan Aoming Property Development Co., RMB 26,000,000 Ltd. Ltd. China Merchants Shekou Industrial Zone Co., Beijing Conrad Property Development Co., Ltd. RMB 115,179,889 Ltd. China Merchants Shekou Industrial Zone Co., Shenzhen Shekou Sea World Hotel RMB 245,000,000 Ltd. Management Co., Ltd. China Merchants Group (Hong Kong) Co., Ruijia Investment Industrial Co., Ltd. USD 1,085,000,000 Ltd. China Merchants Group (Hong Kong) Co., Ruijia Investment Industrial Co., Ltd. HKD 850,000,000 Ltd.

5. Dealing of the creditor’s rights and debts of the related parties

As of December 31, the dealing money of the Company with the related parties mainly include: (Unit: 0,000 RMB)

Non-op Balance at Type of erating the Amount at Association creditor’s Amount in Related party Cause capital beginning the end of relation right and this period occupat of the the period debt ion period Beijing Guangying Advance of 124,373.36 -33,141.26 91,232.10 Other Property Development Joint venture the No receivables Co., Ltd. shareholder

Ningbo Jiangwan Advance of - 135,081.59 135,081.59 Other Property Development Joint venture the No receivables Co., Ltd. shareholder

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TCL Optical- Advance of 22,709.53 -22,709.53 - Other Electronics (Shenzhen) Joint venture the No receivables Technologies Ltd. shareholder

Foshan China Advance of 67,308.41 36.58 67,344.99 Other Merchants Longyuan Joint venture the No receivables Property Co., Ltd. shareholder

Shanghai New Nanshan Advance of 14,365.49 568.88 14,934.37 Associated Other Property Development the No company receivables Co., Ltd. shareholder

Investment 6,445.42 -202.21 6,243.21 Affiliate Other Jones Tech Limited pending No company receivables transfer

Commonulti Investment - 8,902.69 8,902.69 Powerwise Other mate pending No International Ltd receivables shareholder transfer

Investment 7,395.85 1,859.21 9,255.06 Affiliate Other Holly Profit Limited pending No company receivables transfer

Commonulti Investment - 4,481.22 4,481.22 Blue Cove International Other mate pending No Ltd receivables shareholder transfer

Huizhou Taitong Advance of 4,972.13 -4,972.13 - Affiliate Long-term Property Investment the No company receivables Co., Ltd. shareholder

China Merchants Land 90,000.00 -90,000.00 - Cotrolling Shekou Industrial Zone Payables purchase No shareholder Co., Ltd. money

China Merchants 209.75 7,739.08 7,948.83 Cotrolling Other Dealing Shekou Industrial Zone No shareholder payables money Co., Ltd.

China Merchants 1,028.97 -881.30 147.67 Guangming Science Other Dealing Joint venture No and Technology Park payables money Co., Ltd.

Shanghai Ledu Property Affiliate Other Dealing 14,435.68 -14,435.68 - No Co., Ltd. company payables money

Shanghai New Nanshan - 3,160.00 3,160.00 Affiliate Other Dealing Property Development No company payables money Co., Ltd.

Shenzhen China - 67,473.33 67,473.33 Affiliate Other Dealing Merchants OCT No company payables money Investment Co., Ltd.

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Tianjin Xinghai - 10,608.14 10,608.14 Affiliate Other Dealing Property Development No company payables money Co., Ltd.

Shenzhen China Commonulti 75,353.99 -3,895.85 71,458.14 Other Dealing Merchants Financing mate No payables money Service Co., Ltd. shareholder

China Merchants 26,700.00 -6,700.00 20,000.00 Commonulti Zhangzhou Other Dealing mate No Development Zone Co., payables money shareholder Ltd.

6. Other major related transactions

For the other related party transactions of the Company within the report period, see the financial reportAnnotation 7. Related Parties and Related Transactions.

VIII. Major Contracts and Their Fulfillment 1. Hosting, Contracting and Leasing Items Within the report period, there was no significant event of custody, contract or leasing of assets from/to any other company.

2. Guarantee conditionUnit: 10,000 RMB External Guarantees (Excl. those against subsidiaries)

Disclosure Guarante Actual date of Actual e against guara Perfor Guaranteed relevant Guarantee guarantee Guarantee associate ntee Guarantee period mance object guarantee amount date (contract type party? amou done? amount signaturedate) (Yes or nt announcement No) Frommortgage loan disbursement date to the date From mortgage that mortgage bank Installment Mortgage loan loan succeeded in None 78,937 78,937 joint No No owner disbursement applying for Guarantee date property ownership certificate on behalf of property

China Merchants November 3, 2 March 15, 201 Joint liability Two years from 14,700 1,337 No Yes Guangming 011 2 guarantee the date

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Science and immediately after Technology Park the expiration date March 20, 201 Co., Ltd. 19,110 May 18, 2012 5,099 of loan term under No Yes 2 the borrowing contract

Guarantee for the subsidiary companies

Disclosure Actua Guarante date of Actual l e against Perfor Guaranteed relevant Guarantee guarantee date guara Guarantee associate Guarantee period mance object guarantee amount (contract ntee type party? done? amount signaturedate) amou (Yes or announcement nt No)

In it:

30 30 days after the million 30 million expiration of USD USD (RMB liabilities March 19, 2013 June 11, 2013 (RMB No Yes 182.91 performance term 182.91 million Yuan） under the million Shenzhen China borrowing contract Yuan) Merchants Power Two years from Supply Co., Ltd. February 5, January 30, 35,000 35,000 the date No Yes 2013 2013 immediately after the expiration date of the loan term March 19, 2013 85,000 March 12, 2013 85,000 No Yes under the Joint liability borrowing contract guarantee Two years from China Merchants the date Property immediately after Development March 20, 2012 30,000 May 11, 2012 20,000 the expiration date No Yes (Shenzhen) Co., of the loan term Ltd. under the borrowing contract Two years from the date immediately after Beijing Conrad May 15, 2012 30,000 May 15, 2012 17,277 the expiration date No Yes Co., Ltd. of the loan term under the borrowing contract

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Two years from the date Guangzhou immediately after Wanshang November 24, December 3, 13,600 1,700 the expiration date No Yes Property Co., 2012 2012 of the loan term Ltd. under the borrowing contract Two years from Shenzhen China the date Merchants immediately after Business June 4, 2013 7,140 April 25, 2013 7,140 the expiration date No Yes Development of the loan term Co., Ltd. under the borrowing contract Two years from Shenzhen the date Shekou Sea immediately after December 26, October 22, World Hotel 25,500 25,500 the expiration date No Yes 2013 2013 Management of the loan term Co., Ltd. under the borrowing contract Two years from the date immediately after the expiration date Shenzhen Vanke December 26, December 6, of the loan term Binhai Property 40,000 5,000 No Yes 2013 2013 under the main Co., Ltd. contract from the day when the contract comes into force Two years after the day when the main Foshan Evian creditor’s right term Property Co., March 5, 2014 55,000 March 29, 2013 55,000 is due from the day No Yes Ltd. when the guarantee contract comes into force Two years after the China Merchants day when the Property August 26, March 5, 2014 60,000 60,000 implementation No Yes Development 2013 term of the (Nanjing) guaranteed debt is

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due from the day when the guarantee contract comes into force

Total guarantee of the Company (i.e. sum of the two items above) RMB 4,152.81 million

In the report period, the Company had no illegal guarantee.

3 Other major contracts In the report period, the Company has signed banking borrowing contracts with financial institutions such as Bank of China, China Agricultural Bank, China Construction Bank, China Bank of Communications and China Merchants Bank. As of the period end, the total amount of the contract credit line is RMB 56.1 billion.

4. Other major transactions Not Applicable

IX. Fulfillment of Committed 1. Committed issues within the report period or arising previously and as to the period end from the company/shareholders with over 5% of share

Commitment Commitment Committed Item Commitment content Commitment term Fulfillment party time Two years after the After the implementation of the split-share Within the report date that any Shekou reform, the Shekou Industrial Zone period, Shekou Commitment for Share shareholder does not Industrial promised to continuously provide assets December 9, 2005 Industrial Zone Reform hold all the shares of Zone with a good profitability such as land to fulfillment the the Company any support development of the Company commitment strictly. more The Shekou Industrial Zone promised to neither directly or indirectly conduct or develop the same or similar business or projects with that of the company, nor found, develop, participate in, or assist any Two years after the enterprise for Shekou Industrial Zone or on Within the report date that any Shekou behalf of any related party or the third period, Shekou Other commitments to shareholder does not Industrial party to directly or indirectly compete with March 19, 2008 Industrial Zone minority shareholders hold all the shares of Zone the Company; neither use the information fulfillment the the Company any obtained from the Company to conduct or commitment strictly. more participate in activities to compete with the Company, nor conduct any other competitive activity hurting or possibly hurting interests of the Company.

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2. The Company assets or projects had profit making forecast, and the report period was in the profit making forecast period, the Company made explanations on the assets or projects reaching the original profit forecast and the causes.

In the report period, the Company did not have assets or projects in the profit making forecast period.

X. Employment or dismissal of the accounting firm

On April 10, 2013, 2013 annual shareholders’ meeting of the Company approved the related proposal of continuing to engage Shinewing Certified Public Accountants as the external auditor of 2013, as the external auditing institution in 2012.

The Company should pay RMB 3.42 million auditing service fee to Shinewing Certified Public Accountants for 2013financial statements of the Company in 2013.

XI.Explanations towards “Non-standard audit report” from the certified public accountant of Supervisory committee and independent directors (if applicable).

Not Applicable

XII. Punishment and Rectification

In the report period, the Company has no punishment and rectification issues.

XIII. Suspension listing or delist after annual report disclosure.

Not Applicable

XIV. Explanations on the other major matters

The 2ndProvisional Shareholders’ Meeting of the Company in 2013 approved the proposals related to issue shares purchasing assets and raise the counterpart fund which belonged to related party transaction. On November 28, 2013, the Company received the Acceptance Notification of Administrative license issued by China Securities Regulatory Commission. China Securities Regulatory Commission accepted the administrative license application submitted by the Company about issue shares purchasing assets and raise the counterpart fund which belonged to related party transaction.At present, the application is in the audit stage.

XV. Major matters of the subsidiaries of the Company

In the report period, Hong Kong Ruijia, the wholly owned subsidiary company of the Company, transferred part of its subsidiary’s equities and related credit, including transfer part of its subsidiaries operated in Mainland China and these subsidiaries’ property projects to the Company’s subsidiary China Merchants Commercial

CMPD2013Annual Report

Property Investment (Shenzhen) Co.,Ltd, and the price of assets transfer mentioned above was about HKD 6,688.04 million.

XVI. Condition of the Company issuing company bonds

In the report period, Company’s holding subsidiary, Company China Merchants Commercial Property Investment issued credit enhancement bonds with the principal of 0.5 billion USD to the institution investors, the credit enhancement mode is standby letter of credit, the bond term is five years, and the nominal interest rate is 4.021%. The bond was approved by Hong Kong Stock Exchange to be listed and traded. China Merchants Property Investment disclosed the issue details of the bond that mentioned above at website appointed by Hong Kong Stock Exchange:http://www.hkex.com.hk for investors review.

CMPD2013Annual Report

Chapter 6. Changes in Share Capital and Particulars about Shareholders

I. Change in Share Capital

Unit: Share

Before the change Increase / Decrease this time (+, -) After the change Share New Proportion transfer of Proportio Amount shares Bonus Others Subtotal Amount (%) accumulati n (%) issued on fund I. Shares with conditional 891,641,608 51.92% -136,753 -136,753 891,504,855 51.91% subscription 1. State-owned shares 2. State-owned legal person’s shares 693,419,317 40.38% 693,419,317 40.38% 3. Other domestic shares Including: domestic non-state-owned legal person’s shares Domestic natural person’s shares 4. Foreign shares 197,709,440 11.51% 197,709,440 11.51% Including: Foreign legal person’s 197,709,440 11.51% 197,709,440 11.51% shares Foreign natural person’s shares 5. Senior executives’s shares 512,851 0.03% -136,753 -136,753 376,098 0.02% II. Shares with unconditional 825,658,895 48.08% 136,753 136,753 825,795,648 48.09% subscription 1. RMB common shares 684,267,595 39.85% -18,747 -18,747 684,248,848 39.85% 2. Domestically listed foreign shares 141,391,300 8.23% 155,500 155,500 141,546,800 8.24% 3. Overseas listed foreign shares 4. Others III. Total shares 1,717,300,503 100% 1,717,300,503 100% In the report period, some senior executives of the Company resigned and some senior executivesincreasedshare proportion of the Company through the secondary market. According to the related provisions, China Securities Depository and Clearing Corporation Limited Shenzhen Branch increased and unlocked the limited shares held by the senior executives mentioned, changed the Company’s limited shares and unlimited shares.

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II.Issuing and listing of securities 1. All previous securities issuance conditions in the nearly past three years until the end of report period

Up till the end of the report period, the Company did not have share issuanceduring the past three years.

2. Changes of the sum of shares and shareholder structure of the Company as well as change conditions of corporate assets and liability structure

Up till the end of the report period, the sum of shares and shareholder structure of the Company have no change.

3. The existing employee stock condition

Up till the end of the report period,internal share does not exist in the Company. ·III. Information of shareholders and actual controllers 1.Shareholderamount and holding share proportion

(Unit: share)

Total amount of Total amount of shareholders at the 59,052 (including 49,776 A share holders shareholders at the fifth 69,317(including 59,549 A share holders end of the report period and 9,276 B share holders) trading day before the and 9,768 B share holders) annual report disclosed Shareholding of top 10 shareholders Amount of Pledged or freeze shares Share Class of shares at the Year-on-year Restricted Unrestricted Name of shareholder proportio shareholder end of the Change shares shares Share state Amount n (%) report period State-owne China Merchants Shekou Industrial d legal 40.38 693,419,317 No 693,419,317 No No No Zone Co., Ltd. person Overseas Full Space Investment legal 5.48 94,144,050 No 94,144,050 No No No person Overseas China Merchants Securities Hong legal 2.90 49,887,284 152,378 49,242,245 645,039 No No Kong Co., Ltd. person Overseas FOXTROT INTERNATIONAL legal 1.61 27,720,000 No 27,720,000 No No No LIMITED person Overseas ORIENTURE INVESTMENT LTD legal 1.55 26,603,145 No 26,603,145 No No No person Domestic Full Goal Tianbo Innovative Theme none 1.05 18,000,000 7,988,882 No 18,000,000 No No Equity Securities Investment Fund state-owne

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d legal person Domestic none GF Small-capitalization Growth Equity state-owne 0.82 14,152,047 3,152,047 No 14,152,047 No No Securities Investment Fund d legal person Domestic none New China Life Insurance Co.,Ltd state-owne 0.81 13,865,592 13,865,592 No 13,865,592 No No d legal person Overseas GOLDEN CHINA MASTER FUND 0.75 12,873,191 386,431 No 12,873,191 No No institution Domestic none GF Wealth Gathering Open Securities state-owne 0.70 12,000,000 12,000,000 无 12,000,000 无无 Investment Fund d legal person Top 10 holders of unrestricted shares Name of shareholder Unrestricted shares at the end of year Class of Share Full Goal Tianbo Innovative Theme Equity Securities 18,000,000 A share Investment Fund GF Small-capitalization Growth Equity Securities 14,152,047 A share Investment Fund New China Life Insurance Co., Ltd. 13,865,592 A share GOLDEN CHINA MASTER FUND 12,873,191 B share GF Wealth Gathering Open Securities Investment 12,000,000 A share Fund Norges Bank 11,394,794 A share National Social Insurance Fund 118 Combination 9,943,818 A share BOCI SECURITIES LIMITED 9,756,100 B share Yinhua ShenZheng 100 Index Rating Securities 8,745,733 A share Investment Fund VALUE PARTNERS CLASSIC FUND 7,557,460 B share Shekou Industrial Zone and its subsidiary companies Full Space Investment, Top Chief International, FOXTROT INTERNATIONAL LIMITED and ORIENTURE INVESTMENT LTD are persons acting in concert. In the Company shares held by China Merchants Securities Hong Kong Co., Ltd., 49,242,245 shares were bought in by Top Chief in the previous year through entrustment. GF Small-capitalization Growth Equity Securities Investment Fund and GF Wealth Gathering Open Securities Investment Fund belong to the same fund management company.

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2. Introduction to the Controlling Shareholder

The controlling shareholder: China Merchants Shekou Industrial Zone Co., Ltd.

Legal representative: Sun Chengming Registration date: February, 1992 Registered capital: RMB 2, 236,000,000 Business scope: investment and management of communication and transportation, industrialmanufacturing, finance and insurance, foreign trade, real estate, post and telecommunications,tourism, theatrical performances, cable TV business, hotel and other kinds of enterprises; portservices, storage business and land and water construction project; sale of products produced by affiliated enterprises, supply and sale ofrequired equipment, raw materials, components and parts; holding sports games; providing technology,operation and legal consultation related to the above business, as well as technology and informationservices.

3. Introduction to the actual controller The actual controller of the Company: China Merchants Group Co., Ltd. Legal representative: Fu Yuning Registration date: October 1986 Registered capital: RMB 10.05 billion Business scope: lease and agency of water/land passenger-cargo transportation, water/land conveyance and facilities; port and storage business; salvage, refloatation and tugboat; construction, repairing, checking and marketing of shipping, offshore petroleum drilling equipment; repairing and checking of drilling platform and container; overall contracting of water/land construction projects and the related offshore petroleum development projects, and their construction organization and logistics services; procurement, supply and sale of water/land communication and transportation equipment; establishing transportation, industrial and commercial enterprises; investment and management of finance, insurance, trust, securities, futures businesses; development and management of Shenzhen Shekou Industrial Zone. (2) The following chart shows the equity and the control relationship between the Company and the Actual Controller at the end of report period:

CMPD2013Annual Report

State-owned Assets Supervision and Administration Commission

100%

China Merchants Group Co.,Ltd

100%

100% China Merchants Shekou Industrial Zone Co.,Ltd

100% China Merchants 100% Top Chief Co.,Ltd Property Development 100%

Orien Holding Co.,Ltd

100% 100% Full Space Investment Limited

100% 100% Foxtrot Internet Limited

100% 100% Orienture Investment Limited

4. Other institutional shareholders hold more than 10% shares At the end of the report period, the Company has no otherinstitutional shareholders who hold more than 10% shares. IV. Shareholders and Person acting in concert Proposed/Implemented increase share proportion plan during the report period. In the report period, shareholders and person acting in concert did not propose/implement increase share proportion plan.

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Chapter 7. Particulars about Directors, Supervisors, Senior Executives and Staffs

I. Change of the shareholding of Directors, Supervisors and Senior Executives Shareholding Shareholding at the Positi change (+/-) at the Shares held at the end Se A Start End beginning of Name Position on current period of year(shares) x ge date date year(shares) state (shares) A share B share A share A share B share A share

Lin On-th Chairman M 53 2011.12 2014.12 59,670 100,500 59,670 100,500 Shaobin e-job

Yang Deputy On-th M 54 2011.12 2014.12 Tianping Chairman e-job

He Managing On-th M 48 2011.12 2014.12 112,170 112,170 Jianya Director e-job

Wang On-th Director M 51 2011.12 2014.12 Hong e-job On-th Hu Yong Director M 47 2011.12 2014.12 e-job Director and Wu On-th Chief Financial F 55 2013.11 2014.12 Zhenqin e-job Officer Chen On-th Director M 55 2013.11 2014.12 Gang e-job Chai Independent On-th M 52 2011.12 2014.12 Qiang Director e-job

Liu Independent On-th M 51 2011.12 2014.12 Hongyu Director e-job Lu Independent On-th Weixion M 53 2011.12 2014.12 Director e-job g Zhang Independent On-th M 42 2011.12 2014.12 Wei Director e-job Chairman of the On-th Hua Li Supervisory M 42 2013.11 2014.12 e-job Committee Liu On-th Qinglian Supervisor M 54 2013.11 2014.12 e-job g Huang On-th Supervisor M 48 2011.12 2014.12 Junlong e-job Chen Employee On-th F 35 2011.12 2014.12 Yan Supervisor e-job

Chen Employee On-th F 31 2011.12 2014.12 Qing Supervisor e-job Deputy General On-th Liu Wei M 50 2013.07 2014.12 Manager e-job Yang Deputy General On-th Zhiguan M 50 2011.12 2014.12 56,295 33,000 56,295 33,000 Manager e-job g Hu Chief On-th M 55 2014.02 2014.12 15,400 15,400

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Jianxin Sustainability e-job Officer Zhu Deputy General On-th M 46 2011.12 2014.12 17,000 17,000 Wenkai Manager e-job Meng Deputy General On-th M 55 2011.12 2014.12 53,582 8,300 61,882 Cai Manager e-job Zhang Deputy General On-th M 51 2011.12 2014.12 2,200 10,900 2,200 10,900 Lin Manager e-job Wang Chief On-th M 50 2011.12 2014.12 10,000 10,000 Zhengde Economist e-job Deputy General On-th He Fei M 43 2014.02 2014.12 2,000 2,000 Manager e-job Deputy General On-th Wang Xi M 44 2014.02 2014.12 Manager e-job Secretary of the On-th Liu Ning F 45 2011.12 2014.12 13,500 13,500 Board e-job Director and Huang Dimis Chief Financial M 51 2011.12 2013.07 155,500 155,500 Peikun sion Officer Deputy General Dimis Wang Li M 58 2011.12 2014.02 44,087 44,087 Manager sion Total 360,404 323,400 10,300 370,704 323,400

II. Position Description 1. Profile of incumbent Directors, Supervisors and Senior Executives (1) Members of the Board of Directors Lin Shaobin:Senior Architect. Mr. Lin obtained Architecture bachelor degree from Tsinghua University and MBA from China Europe International Business School. Currently, he is the Chairman ofthe Company and Chief Engineer of China Merchants Group Ltd.He used to hold positions, including Assistant President of China Merchants Group Ltd., General Manager of Shekou Industrial Zone Property Co., Ltd; General Manager of Property Business Department of China Merchants Holdings Co., Ltd.; Deputy General Manager of China Merchants Shekou Industrial Zone Co., Ltd., Chief Planning & Development Advisor of China Merchants Shekou Industrial Zone Co., Ltd.; Chairman of Shenzhen China Merchants PropertyCo., Ltd., and General Manager of the Company. Yang Tianping:Senior Economist. Mr. Yang obtained bachelor degree from Industrial and Civil Architecture Department in Beijing University of Technology, and MBA from China Europe International Business School. He is the General Manager of Shekou Industrial Zone Co., Ltd and the Deputy Chairman of the Company. He used to serve as the Director and Deputy General Manager of China Merchants Development Company; Director Standing Deputy General Manager of China Merchants Jinshan Industrial Zone; Deputy General Manager of China Merchants Property Management Ltd.; General HR Manager of China Lam Soon Food Industries Limited; General Manager of Guangzhou Lam Soon Cleaning Supplies Co., Ltd.; General Manager of Shenzhen Lam Soon Oil Co., Ltd.; Assistant General Manager of China Merchants Industry Holdings Co., Ltd.;Party Secretary and Director General Manager of Shenzhen Nanyou (Holdings) Ltd. and the Party Secretary and Deputy General Manager of China Merchants Shekou Industrial Zone Co., Ltd.. He Jianya: Engineer. He graduated from Electronics and Telecommunication Department from Beijing Aviation University with master’s degree. Later, he obtained MBA of Guanghua School of Management, PekingUniversity. Currently, he serves as the General Manager of the Company and Chairman of Shenzhen China Merchants Property Co., Ltd. He used to serve as the System Director of Shekou Container Port Co., Ltd., Deputy Director and Director of Enterprise Management Office of China Merchants Shekou Industrial Zone Co., Ltd., Deputy General Managerand General Manager of Shenzhen China Merchants Property Co., Ltd. and Deputy 61

CMPD2013Annual Report

Manager of theCompany. Wang Hong: Senior economist. He graduated from Marine Beacon Engine Management Department of Dalian Maritime University with Bachelor’s Degree. Later, he obtained Master’s Degree in Business Administration from University of Science and Technology Beijing and Doctor’s Degree in Management from ChineseAcademy of Social Sciences. Currently, he serves as Chief Economic Manager and General Manager of the Enterprise Planning Department of China Merchants Group, and Director of the Company. He used to serve as the marine beacon engineer of COSCO Guangzhou Ocean Shipping Co., Ltd., Deputy General Manager of China Communications Import & Export Corporation, Managing Director of Hoi Tung Marine Machinery Supplies Limited, General Manager of the Achievement Assessment Department, Human Resources Department and Strategy Research Department of China Merchants Group Co., Ltd., Director, Standing Deputy General Manager & Chief Operating Officer of China Merchants International Co., Ltd., Chairman of the Board of Directors of China Merchants Asia Pacific Co., Ltd., Deputy Chairman of Shanghai International Port (Group) Co., Ltd. Hu Yong: Senior Engineer. He graduated from Port Machinery Design and Manufacturing Department of Wuhan Institute of Water Transportation Engineering with Bachelor Degree. Currently, he serves as the General Manager of the Property Department of China Merchants Group and Director of the Company. He used to serve as the Assistant of the General Manager and Deputy General Manager of the Business Development Department of China Merchants Group, Director of Major Projects Office of China Merchants Group. Wu Zhenqin: Senior Accountant. She graduated from the Department of Shipping Management of Shanghai Ocean Shipping Institute, Bachelor’s Degree. She is Director and Chief Financial Officer of the Company. She was General Manager of the Auditing Department of China Merchants Group Co., Ltd., Chief of the Financial Department of COSCO, Chief of the Financial Department of Ship Inspection Bureau of the Ministry of Communications, and General Manager of the Financial Department of China Merchants Group Shekou Industrial Zone Co., Ltd. Chen Gang: Senior Economist. He graduated from the AutomationDepartment of Tsinghua University with Bachelor Degree; after that, he got MBA in State University of New York at Buffalo. He is Chief Economic Manager of Shekou Industrial Zone and Direction of the Company. He was General Manager of Investment Development Co. of Shekou Industrial Zone, and Deputy Chief Economic Manager of Shekou Industrial Zone.

Chai Qiang: Mr. Chai successively studied in Wuhan University of Technology with major in Management Engineering, obtained Engineering bachelor degree; Graduate School of Chinese Academy of Social Sciences with major in Technology Economics and Investment Economics, obtained Economics Master Degree and Ph.D. He is an expert receive the state council special allowance and honorable membership of Appraisal Institute.Currently, he is Deputy President and Secretary-General of China Institute of Real Estate Appraisers and Agents, member of Council for Science and Technology of Ministry of Construction and Independent, Director of the Company. He used to serve as the Deputy Director of Urban Economy Research Office of China Urban and Rural Construction Economic Research Institute, DeputyChief Economist of Policy Research Centre in Ministry of Construction, Deputy President and Secretary-General of China Institute of Real Estate Appraisers.

Liu Hongyu: Certified real estate appraiser, Royal Institution of Chartered Surveyors (FRICS). He graduated from the Structural Engineering Department with Bachelor Degree and Management Engineering Department with Engineering Master Degree from Tsinghua University in 1985 and 1988 respectively. Currently, he is the Professor of Construction Management Department of Tsinghua University, President of Real Estate Research Institute, Director of Tsinghua University Henglong Real Estate Research Center, Deputy President of China real estate appraiser and agents, Managing Director of China Real Estate Association, and Director (former President)

CMPD2013Annual Report of the Asian Real Estate Society (AsRES) and InternationalReal Estate Society (IRES).

Lu Weixiong: Member of the Institute of Chartered Accountants in Australia and member of the Hong Kong Institute of Certified Public Accountants. He graduated from James Cook University gained Business Bachelor Degree. Currently, he serves as the Chief Financial Officer of Winson Oil International (Hong Kong) Co., Ltd and Independent Direction of the Company. He used to serve as the Director of China Resources Investment Development Co., Ltd., consultant of Hengyu Holding Co., Ltd., and served in a number of international certified public accountants.

Zhang Wei: He graduated from Harvard University in 2005 with Doctor’s Degree (Medical Policy). In 1998, he obtained Doctor’s Degree in clinical medicine from Peking Union Medical College. He focuses on enterprise strategy and business mode innovation research. From 2008, he taught in ChinaEuropeInternationalBusinessSchool. Currently, he is the Director of Medical Management and Policy Research Center of China Europe International Business School, Assistant Professor of Management of China Europe International Business School, Independent Direction of the Company and Part-Time Professor of Government Management School of Peking University. He is also member of the Academic Committee of China Hospital Association and Deputy Director of the EconomicEvaluationCenter of the Chinese medical Doctor Association. (2) Members of the Board of Supervisors Hua Li:Certified Public Accountant (not licensed). He obtained bachelor’s degree in Accounting from Shanghai Marine Transportation College, and later, gained Accounting Master’s Degree from the Chinese University of Hong Kong. Currently, he serves as the General Manager of the Financial Department of China Merchants Group and Chairman of the Board of Supervisors of the Company. He used to serve as the Deputy Financial Manager of China Merchants International Co., Ltd., Accounting Manager of China Merchants Transportation Group Ltd., Accounting Director and Deputy General Manager of China Merchants Group, Chief Financial Officer of China Merchants Shekou Industrial Zone Co., Ltd. Liu Qingliang: Accountant. He graduated from the accounting major of Central Finance and EconomicsCollege and the economic management major of Graduate School of Guangdong Social Sciences Academy.Then, He got MBA degree of AustraliaGreenwichUniversity. Currently,he serves as Deputy General Manager of theAuditing (Audit) Department of China Merchants Group Co., Ltd. He was CFO of China Merchants Logistics Group Co., Ltd., Supervisor of Shenzhen Shekou Ocean Shipping Tally Company, CFO of Shenzhen Merchants Petrochemical co., Ltd.,Deputy General Manager of the Financial Department of China Merchants Shekou Industrial Zone Co., Ltd., and Deputy Chairmanof Electric Power Company of Zhangzhou Development Zone.

Huang Junlong: He graduated from the Management Department of Changsha Jiaotong College with Financial Accounting Bachelor’s Degree, and thenobtained Business Administration Master Degree from China Europe International Business School. Currently, he serves as the Chief Financial Officer of Shekou Industrial Zone and Supervisor of the Company. He used to serve as Deputy General Manager of the Financial Department of Shekou Industrial Zone, Chief Financial Officer of Shenzhen China Merchants Petrol Chemical Co., Ltd., Chief Financial Officer of China Merchants Port Service Co., Ltd., Chief Financial Officer of China Merchants Logistics Group Co., Ltd., Deputy General Manager of the Financial Department of China Merchants Group.

Chen Yan: Certified accountant, certified internal auditor. She graduated from the Accounting Department of Sun Tat-Sen University with Master Degree. In October 2009, she entered the Financial Department of the

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Company and served as senior manager and Employee Supervisor of the Company. She used to serve in Deloitte Touche Tohmatsu as Senior Auditing Manager, with seven years of auditing work experience.

Chen Qing: Intermediate accountant. She graduated from the Accounting Department of Xiamen University with Bachelor Degree. She entered the Company in April 2007, and served in the Financial Department, Board Secretary Office and the office department. Currently, she serves as Senior Managerand Employee Supervisor of the Company. She used to serve in Deloitte Touche Tohmatsu as an auditor. (3) Senior Executives He Jianya: Managing Director, see the aforementioned introduction of the Directors. Liu Wei: Researcher. Hegraduated from the Structural Engineering Major of Tongji University with Doctor Degree. Later, he gained MBA Degree from Cheung Kong Graduate School of Business.Currently, He serves as Deputy General Manager of the Company. He was the Deputy General Manager andDeputy Party Secretary of China Merchants Group Zhangzhou Development Zone Co., Ltd.;Vice President, Secretary of the Party Committee and Executive Vice President of China Merchants Group Chongqing Communications Scientific Research Design Institute Co., Ltd. Wu Zhenqin: Director and Chief Financial Officer, see the aforementioned introduction of the Directors. Yang Zhiguang: Senior Engineer. Mr. Yang graduated from South China University of Technology with the major of Architecture Structure Engineering, and later he obtained MBA Degree from Cheung Kong Graduate School of Business. Currently, he serves as the Deputy General Manager of the Company. Previously, he served as the Deputy General Manager and Manager of the Development Department of Shekou Industrial Zone Property Company, Assistant of the General Manager of Shekou Industrial Zone Property Company, Deputy General Manager of Shenzhen China Merchants Property Co., Ltd; General Manager of China Merchants Property Co., Ltd and Shenzhen China Merchants Venture Co., Ltd.. Hu Jianxin: Professor Class Senior Engineer. He was recognised as the first batch of “State-level Talent of Shenzhen Municipality” in 2009. He graduated from the Civil Architect Department of Southern China University with Master’s Degree. Currently, he serves as Chief Sustainability Officer, Chief Engineer.He used to serve as Deputy General Manager of the Company, Deputy Manager of the affiliated company of Guangdong Provincial Construction Company General, Deputy General Manager of China Merchants Property Co., Ltd, and Deputy General Manager of China Merchants Group Property Group & General Manager of China Merchants Property Co., Ltd.

Zhu Wenkai: Economist. Mr. Zhu graduated from Wuhan University of Water Transportation Engineering with Master Degree in Transportion Management. Currently, he serves as the Deputy General Manager of the Company. He used to serve as Assistant of the General Manager of Shekou China Merchants Port Service Co., Ltd., General Manager of Shenzhen Shekou Zhaogang Industrial Development Co., Ltd., Manager of the Enterprise Management Department, Manager of the Planning Department, Deputy Supervisor of the Planning Center, and General Manager of the Marketing Center and Assistant of the General Manager of Shenzhen China Merchants Property Co., Ltd.

Meng Cai:Engineer. Mr. Meng graduated from Lanzhou railway institution with Bachelor Degree in Plumbing Discipline. Currently, he serves as the Deputy General Manager of the Company. He used to serve as the Deputy General Manager and General Manager of the Real Estate Department of Nanshan Development Company, General Manager of Shenzhen Nanshan Development Industrial Corporation, Deputy General Manager of Shenzhen China Merchants Porperty Co., Ltd., Company, Associate Director of Hong Kong Sino Group, and

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Executive Director of Hong Kong Kerry Properties (China) Co., Ltd.

Zhang Lin: Senior Engineer. Mr. Zhang graduated from the Precision Instrument Department of Tsinghua University with Bachelor’s Degree. Currently, he serves as the Deputy General Manager of the Company. He used to serve as the Deputy General Manager of the Planning Department of China Automation Control System Corporation and Shenzhen Huayi Lineng Computer Company, Managing Director of Shenzhen CNAC Group Investment and Development Co., Ltd., General Manager of Southern China of Shenzhen B & Q Joint Venture Company, and Executive Vice-President of B & Q (China) Investment Co., Ltd. Wang Zhengde: Senior accountant. He obtained Master’s Degreefrom Zhongnan University of Economics and Law. Currently, he serves as the Chief Economist of the Company. Mr. Wang used to serve as the member of the second and third Board of Directors of the Company, General Manager and the Deputy Chairman of Shenzhen Peninsula FoundationCompany, Deputy Chief Accountant and the Financial Head of China Merchants Shekou Industrial Zone Co., Ltd., Deputy Managing Director and Chief Financial Officer of China Merchants International Co., Ltd. He Fei:Senior Engineer. He graduated from Southeast University with the Major of Engineering Management with Master Degree. He is now the Deputy General Manager of the Company and the General Manager of China Merchants (Shenzhen) Property Development Co., Ltd. Mr. He was the General Manager Assistant and General Manager of the Operation Management Center of the Company, Deputy General Manager of Guangzhou Management Headquarter of the Company, General Manager of China Merchants (Guangzhou) Property Development Co., Ltd. and General Manager of China Merchants (Foshan) Property Development Co., Ltd. Wang Xi: Senior Engineer. He graduated from South China University of Technology with the Major of Management Science and Engineering with Master Degree. He is now the Deputy General Manager of the Company. He was the General Manager Assistant, General Manager of the ProductManagementCenter and General Manager of the Planning & DesignCenter of the Company, Deputy Director of the Planning & DesignCenter, Deputy Director of the Marketing & PlanningCenter and Deputy General Manager of the Planning Department of China Merchants (Shenzhen) Property Development Co., Ltd. Liu Ning: Economist. Ms. Liu graduated from South University of Forestry and Technology with Bachelor Degree, majored in Mechanical Manufacturing. She completed her graduate courses in Department of Business Administration of Business School of Nankai University, and later obtained MBA from Macau University of Science and Technology. Currently, she serves as the Secretary of the Board of Directors of the Company. She has been working in the field of securities since 1998, and was appointed as Representative for Securities Affairs in 2001, and appointed as Director of Secretariat of the Board of the Company in 2004. Since 2008, she has been the Secretary of the Board of Directors of the Company.

2. Information of positions taken by the Directors and Supervisors in shareholder companies or actual controller companies

Name Name of company Position Job term Lin Shaobin China Merchants Group Assistant President Since February 2011

Yang Tianping Shekou Industrial Zone General Manager Since February, 2011

Chief Economic Manager and General Manager of the Wang Hong China Merchants Group Since February, 20112 Enterprise Planning Department

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Hu Yong China Merchants Group General Manager of the Property Department Since March, 2011 Chen Gang Shekou Industrial Zone Chief Economic Manager Since April, 2004 Hua Li China Merchants Group General Manager of the Financial Department Since December, 2011 Deputy General Manager of the Auditing (Audit) Liu Qingliang China Merchants Group Since July, 2013 Department Huang Junlong Shekou Industrial Zone Chief Financial Officer Since December, 2011

Note: The directors and the supervisors do not take full-time or part-time jobs in the units outside China Merchants Group system. 3. Position condition of directors and the supervisors in other units None

III. Compensation of Directors, Supervisors and Senior Executives Unit: RMB 0, 000 Total amount Total amount Actually of the of the obtained compensation Name Position Sex Age Position state compensation compensation obtained from obtained from at the end of shareholder the Company report period companies Lin Shaobin Chairman M 53 On-the-job 230.52 230.52 Yang Tianping Deputy Chairman M 54 On-the-job Managing He Jianya M 48 On-the-job 373.24 373.24 Director Wang Hong Director M 51 On-the-job Hu Yong Director M 47 On-the-job Director and Wu Zhenqin Chief Financial F 55 On-the-job 127.49 127.49 Officer Chen Gang Director M 55 On-the-job Independent Chai Qiang M 52 On-the-job 12.00 12.00 Director Independent Liu Hongyu M 51 On-the-job 12.00 12.00 Director Independent Lu Weixiong M 53 On-the-job 12.00 12.00 Director Independent Zhang Wei M 42 On-the-job 12.00 12.00 Director Chairman of the Hua Li Supervisory F 42 On-the-job Board Liu Qingliang Supervisor 男 54 On-the-job Huang Junlong Supervisor M 48 On-the-job Employee Chen Yan F 35 On-the-job 51.36 51.36 Supervisor Employee Chen Qing F 31 On-the-job 40.58 40.58 Supervisor

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Deputy General Liu Wei M On-the-job 149.20 149.20 Manager Deputy General Yang Zhiguang M 50 On-the-job 308.91 308.91 Manager Chief Hu Jianxin Sustainability M 55 On-the-job 280.72 280.72 Officer Deputy General Zhu Wenkai M 46 On-the-job 281.03 281.03 Manager Deputy General Meng Cai M 55 On-the-job 296.05 296.05 Manager Deputy General Zhang Lin M 51 On-the-job 295.30 295.30 Manager Wang Chief economist M 50 On-the-job 285.16 285.16 Zhengde Deputy General He Fei M 43 On-the-job 246.92 246.92 Manager Deputy General Wang Xi M 44 On-the-job 230.48 230.48 Manager Secretary of the Liu Ning F 45 On-the-job 169.84 169.84 Board Director and Huang Peikun Chief Financial M 51 Dimission 163.87 163.87 Officer Deputy General Wang Li M 58 Dimission 267.47 267.47 Manager Total 3,846.14 3,846.14 2,999.96 2,999.96

In the report period, Directors, Supervisors and Senior Executivesof the Company are not honored withstock ownership incentive. According to Public Issuing Securities CompanyInformation Disclosure Content and Format Guidelines. No.2-Annual Report Content and Format (2012 edition), the Company has transfer salary disclosure of directors, supervisors and senior executives method to accrual basis. Director Mr Lin Shaobin and Director CFO Mr Huang Peikun has not received remuneration from the Company since August, 2013. Due to position change, Director CFO Ms Wu zhenqin and Deputy General Manager Mr Liu wei received remuneration from the Company since August, 2013.

IV.Change information of Directors, Supervisors and Senior Executivesof the Company

July 26, 2013, the2013 4th Temporary Meeting of the 7th Board of Directors of the Company examined and approved that Liu Wei is engaged as Deputy General Manager of the Company, and Wu Zhenqin is engaged as Chief Financial Officer of the Company.

November 7, 2013, Wu Zhenqin, Chen Gang, Hua Li and Liu Qingliangwere voted as Directors of the 7th Board of Directors in 2013 2nd Temporary Shareholders’ Meeting of the Company

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November 7, 2013, Hua Li was voted as Chairman of the 7thBoard of Supervisors in 14th Meeting of the 7thBoard of Directors.

February 24, 2014, 20141st Temporary Meeting of the 7th Board of Directors of the Company examined and approved that Hu Jianxin wasengaged as Chief Green Low-carbon Officer and Chief Engineer of the Company, He Fei is engaged as Deputy General Manager of the Company, and Wang Xi is engaged as Deputy General Manager of the Company.

Due to job change, Hua Li resigned the position of Director of the 7th Board of Directors; Huang Peikun resigned the positions of Directors of the 7th Board of Directors and Chief Financial Officer; Wu Zhenqin resigned the positions of Chairman of the 7thBoard of Supervisors and Supervisor; Hu Jianxin resigned the position of Deputy General Manager of the Company.

Due to individual age, Wang Li resigned the position of Deputy General Manager of the Company.

V. In the report period, core technical team or key technicist change conditions (non-Directors, Supervisors and Senior Executives) In the report period, the core technical team or key technicists of the Company have no change.

VI. Information on Employees As at December 31, 2013, the Company had registered staffs of 15,173, including (1) 4,511engaged in the property Development and subordinate units (comprising power supply, property, supporting business, etc.), and the information about Education and Technical background of the employees are as follows: Technical background Education Class Number Proportion Class Number Proportion Professional 1,408 31% Master or above 637 14% Sales personnel 824 18% Bachelor 1,645 36% Technicians 1,451 32% junior college 895 20% Senior middle Finance personnel 348 8% school 1,334 30% graduate or below Administrative 480 11% personnel Total 4,511 100.00% Total 4,511 100.00%

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(2) 10,662employees engaged in the Property Management business division, with educationbackground shown as below: Level of Education Number Proportion Master or above 31 0% Bachelor 907 9% junior college 2090 20% High school graduate or below 7634 71% Total 10,662 100%

Note: The Company does not need to bear the cost of retired workers.

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Chapter 8 Company Governance

I. Basic condition of Company governance

(I) Basic condition of Company governance

During the report period, pursuant to the requirement of Company Law, Security Low and relevant laws and regulations issued by the CSRC and Shenzhen Stock Exchange, the Company has been continued to fine-tune its corporate governance structure, improve its internal control system and standardize business operations. At present, there is no difference between the actual conditions of the corporate governance and the requirement of the regulation mentioned above.

The Company’s governance structure is sound, operations of the shareholders’ meeting, Board of Directors and Board of supervisors are standardized, and they perform their functions according to the provisions of the laws, regulations and Company Statute. The previous meeting notices, resolutions, meeting procedures and information disclosure of the Shareholders’ Meeting of the Company, Board of Directors, and Board of Supervisors meet the requirements of legal procedures. The Company has pay attention to information disclosure procedures, keep information real, accurate, complete and timely, ensure shareholders’ right to know and participate, especially minority shareholders. In the report period, the Company was entitled Excellent Company of Information Disclosure by Shenzhen Stock Exchange for the ninth year.

The shareholders and actual controller of the Company support the Company to perfect the governance structure and improve the Company governance level. The shareholders and actual controller of the Company always fulfill the commitments and support development of the Company healthy.

(II) Condition of developing the Company governance activities 1. Conditions related to the Company governance special activities

In recent years, the Company has been sticking to improve governance structure and improve governance level according to requirements of China Securities Regulatory Commission on special governance activities of listing companies. In the report period, the company strengthened regulatory operation awareness and reinforced result of special governance activities. Therefore, the Company operates regularly without unsettled governance problems.

2. System perfecting condition

During the report period, contraposecore business procedure characteristics, the Company optimized the Company’s implementation of the core business processes, and finished guidance compilation work of procurement and sales etc., national strategic procurement operation, and city company bidding negotiation operation etc., thus completely building the core business system framework, and establishing the complete set of management system from the headquarter to region and city companies.

(III) Making and implementation of the registration and management system for the internal information

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1. The Company established Internal Information Personnel in the Know Registration and Management System according to the supervision and management requirements.

The system clarifies the scope of internal information and internal informationstuff, it prescribes the examination, approval, registration and record institution for internal information and confidentiality responsibilities. The institution fully guarantees internal information management has rules to follow. In the implementation of the institution, implementation is strict, work division is clear, responsibilities are clear; the exits are controlled, and it is unified for the outsider; auditing is strengthened, and mistakes are eliminated. In recent years, management and control of the Company insider information is effective, and there is no matter against the rules.

3. Information on Reporting Undisclosed Information to Controlling Shareholders Pursuant to relevant laws and regulation of state-owned assets management, the Company is required to report financial report to controlling shareholders. Within the reporting period, the Company strictly adhered to undisclosed information range as is stated in Criteria of Confidentiality and Reporting the Undisclosed Information to the Controlling Shareholders by Relative Personnel, disclosed information and maintained confidentiality according to approved by heads of relevant departments; the means of information transmission includes financial software or email; relevant persons in each stage were included as insiders; information was approved by responsible personnel in before delivering; authorization records are complete. The controlling shareholder-Shekou Industrial Zone and the Actual Controller-China Merchants Group strictly adhered to promises and used the undisclosed information being reported in a legal way. During the report period, the undisclosed information being reported by the Company included: Monthly Finance and Operation Express; Quarterly Financial Report, Analysis Report on Operation Status and Cost, Statistical Analysis Report; Annual Financial Report, Settlement Report and Five-year Plan, etc.

II. Introduction of annual shareholders meeting and temporary shareholders meetings held during the report period 1. Information of annual shareholders meeting during the report period

Meeting Resolution Disclosure Holding date Name of the meeting proposal session condition date 1. Proposal on Examining the Annual Report 2012 and Its Abstract

2. Proposal on Examining the Annual Financial Report 2012

Annual 3. Annual Profit Distribution Scheme 2012 The eight Shareholder 4. Special Explanations on the Storage and Using Condition of the Fund proposals were April 11, April 10, 2013 s’ Meeting Raised Previously approved as 2013 in 2012 common proposals 5. Proposal on the Renewal of the External Audit Institution

6. Proposal on Providing guarantee for the credit loan of RMB 0.35 Billion Yuan of Shenzhen China Merchants Power Supply Co., Ltd.

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Meeting Resolution Disclosure Holding date Name of the meeting proposal session condition date 7. Proposal on Providing Guarantee for the Credit Loan of RMB 0.85 Billion Yuan of Shenzhen China Merchants Power Supply Co., Ltd. 8. Proposal on Providing Guarantee for the Bank Loan of Shenzhen China Merchants Power Supply Co., Ltd.

2. Condition of the Temporary Shareholders’ Meeting of This Report Period

Meeting Resolution Disclosure Holding date Name of the meeting proposal session condition date

1．Proposal on Providing Guarantee for the Renewal of Bank Loan of Five proposals China Merchants Guangming Science and Technology Park Co., Ltd. were approved as 2. Proposal on Providing Guarantee for the Bank Loan of Shenzhen common The First China Merchants Power Supply Co., Ltd. proposals, Temporary 3. Proposal on Providing Guarantee for the Bank Loan of Shenzhen Proposal 1 June 22, Shareholder June 21, 2013 China Merchants Business Development Co., Ltd. involves related 2013 s’ Meeting 4. Proposal on Providing Financial Aid for Beijing Guangying Property transaction, and in 2013 Development Co., Ltd. the related shareholders and 5. Proposal on Providing Financial Aid for Shanghai New Nanshan shareholder agents Property Development Co., Ltd. avoided the voting. 1. Proposal on the Company Meeting the Conditions to Issue Shares to Purchase Assets and Raise the Matching Capital 2. Proposal on Issuing Shares to Purchase Assets belongs torelated party Proposal 1 to transaction Proposal 9 were 3. Proposal on Issuing Shares to Purchase Assets and Raise the Matching approved as Capital & Related Transaction Scheme special proposals, and Proposal 10 to 4. Proposal on the Report (Draft) on China Merchants Property Proposal 12 were Development Co., Ltd. Issuing Shares to Purchase Assets and Raise the The Second approved as Matching Capital & Related Transaction and Its Abstract Temporary common 5. Proposal on the Company Signing Assets Purchase Agreement, November Shareholder November 7, 2013 proposals. Supplementing Agreement (I) of , and 8, 2013 s’ Meeting Proposal 1 to Supplementing Agreement. 2013 Proposal 9 involve 6. Proposal on Signing the Land Using Right Confirmation Contract related 7. Proposal on Signing the Profit Making Compensation Agreement transactions, and 8. Proposal on Issuing Shares to Purchase Assets This Time Complying the related with Article 4 of the Regulations on the Several Problems of shareholders and Standardizing the Major Assets Reorganization of the Listed Companies shareholder agents 9. Proposal on Submitting to the Shareholders’ Meeting to Authorize the avoided the voting. Board of Directors to Handle the Matters Related to Issuing Shares to Purchase Assets and Raise the Matching Capital & Related Transaction

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10. Proposal on the Report on the Using Condition of the Fund Raised by the Company Previously 11. Proposal on Electing the Directors of the 7th Board of Directors 12. Proposal on Electing the Supervisors of the 7th Board of Supervisors

Note: The disclosure index of the above meeting conditions is:China Securities Journal, Securities Times, Shanghai Securities News, Securities Daily, Hong Kong Commercial Daily and http://www.cninfo.com.cn.

III. Execution of the duties of the Independent Directors in the report period 1. Attendance of the Independent Directors to Board Meetings and Shareholders’ Meetings Attendance of the Independent Directors to the BOD meetings Number of times Number of times If did not attend that shall Number of times of participation Number of times Name of the Number of times the meetings for participate in the of on-site via of entrusted Independent Director of absence a continuous two BOD meetings in attendance telecommunicati attendance times the report period on Chai Qiang 14 4 9 1 No Liu Hongyu 14 5 9 No Lu Weixiong 14 5 9 No Zhang Wei 14 2 9 3 No During the report period, the Company held three Shareholders’ Meetings, and all the Independent Directors attended the Meetings.

2. Condition of the Independent Directors bringing forward disagreement to the related matters of the Company

In the report period, the Independent Directors did not bring forward disagreement on the proposals examined by the BOD meetings and other matters of the Company.

3. Other explanations on duty execution of the Independent Directors

In the report period, the four Independent Directors of the Company carefully executed their duties according to the requirements of the supervision and management laws and regulations and Working Instruction for the Independent Directors of the Company: (I) Attendance of the Independent Directors to Board Meetings and Shareholders’ General Meetings During the report period, all the Independent Directors attended all meetings of the Board of Directors, and detailed information is specified in section 1.

During the report period, the Company held three shareholders’ Meeting, and all the Independent Directors attended the meetings.

(II) Participating in the work of the three special Committees of the Board of Directors

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During the report period, the Independent Directors brought their specialized knowledge into full play and actively participated in the work of the special committee. The Independent Directors guided the Strategy Committee of the Company to strengthen the research and judgment on the development tendency of the industry, assisted the Company to further plan the medium and long-term development, and effectively guided the Company to cope with the market changes through interpretation of the macro and industry policies. The Independent Directors of the Audit Committee provided professional decision-making support on the internal control construction, annual audit matters and related transactions etc. Under the guidance of the Remuneration and Assessment Committee, the Company continuously researched and explored the project whole period assessment and motivation mechanism, and further perfected the motivation system.

(III) Survey on company’s business places During the report period, the Independent Directors utilized the period of participating in the Board of Directors or specially went to the places of the Company property projects to investigate, conducted investigation and research on the Company project operation condition, and brought forward precious opinions on the Company products and sales strategy. (IV) Expression of independent opinions

During the report period, according to the supervision provisions and requirements of Working Instruction for Independent Directors, the Independent Directors expressed independent opinions on important matters such as the Company engaging senior management, related transactions, external guarantee, renewal of audit institution and internal control self-evaluation report etc., actually fulfilling the supervision function of the Independent Directors. (V) Other conditions

Pursuant to the relevant provisions of The Administrative Regulations on Fund Raising of Listed Companies issued by Shenzhen Stock Exchange, the Independent Directors audited the storage and utilization of the fund raised by the Company. During the report period, there was no condition of the related suggestions of the Independent Directors for the Company not being accepted.

IV. Performance of the three special Committees under the Board of Directors during the report period

1．Performance of the Strategy Committee of the Board of Directors

Facing the complicated economic situation and changeful industrial environment, as the guide for the decision making of the Company, the Strategy Committee strengthened the research and judgment on the market situation through actively researching the changes of the macro economy, and effectively guided the Company to cope with the market changes in time. During the report period, under the guidance of the Strategy Committee, the Company conducted deep research on the short, medium and long-term development strategy, further clarified the strategic conception, and effectively promoted the implementation of the Company strategy through organizing the related departments to conduct strategy lecture and research and discussion with the city companies. 2．Performance of the Audit Committee of the Board of Directors 74

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In the report period, the Audit Committee mainly developed the work related to guiding the annual audit, which mainly includes: Guiding the arrangement of the annual audit work.In the annual audit period, communicated and discussed the audit plan and the related problems in the audit progress with the accountant in charge of the annual audit; examined the 2012 Annual Financial Statement of the Company for three times and aired written examination opinion. Objectively evaluated the work of the certified public accountant in charge of the annual audit, and compiled the summary report on the audit work. Brought forward suggestion on the renewable of certified public accountant of the Company. In addition, the work developed by the Audit Committee includes: Check the storage and use condition of the funds raised by the Company, guided the construction of the Company internal control criteria etc.

3．Performance of the Remuneration and Assessment Committee of the Board of Directors

The Remuneration and Assessment Committee guided the Human Resources Department torefine the performance management tool, optimize the salary structure system, and perfect the motivation and restraint mechanism. During the report period, the Company issued the Regulations on the Internal Human Resources Market, Guidance on the Marketing Motivation Management Operation of the City Companies, and optimized the non-monetary motivation scheme, thus establishing an all-around solid motivation system. In addition, the Remuneration and Assessment Committee continued to actively promote and guide the equity motivation system work of the Company.

According to the supervision and management requirements, the Remuneration and Assessment Committee aired auditing opinion on the condition of remuneration collected by the Company Directors, Supervisors and senior management personnel from the Company in the report period disclosed in the 2013 Annual Report.

V. Working condition of the Board of Supervisors

In 2013, the Board of Supervisors carefully develops work according to the related provisions of the related laws and regulations and Rules of Procedure for the Board of Supervisors, and conducted supervision and examination on the legal operation condition, financial condition, associative transaction condition, storage and use condition of the funds raised, and self-evaluation report of internal control of the Company etc., aired affirmative opinion, and implemented the supervision duty according to the laws.

During the report period, the Board of Directors held 9 meetings, examining the periodical report and related transactions etc. of the Company, and elected the new Chairman of the Board of Supervisors.

Members of the Board of Supervisors attended the BOD meetings and shareholders meetings of the

Company, conducted supervision on the calling and holding procedures and decision-making procedures of the shareholders meetings and BOD meetings of the Company, implementation condition of the resolutions of the shareholders meetings by the Board of Directors, Duty execution condition of the senior management personnel of the Company and implementation condition of the Company management system etc., and urged the Board of Directors and management of the Company to operate according to the laws and make

CMPD2013Annual Report decisions scientifically.

Except the aforementioned risk factors, the Board of Supervisors did not find other risks existing in the Company in the supervision activities during the report period.

VI. The independence and completion in business, staff, assets, organization and finance between the Company and controlling shareholders

The Company has separate from controlling shareholders in business, staff, assets, organization and finance, with independent and complete business and self-management.

VII. Peer competition

During the report period, no peer competition has been found between the Company and controlling shareholders.

VIII. Evaluation and inventiveness of senior management

The Company applies KPI evaluation, 360 degrees comprehensive assessment and annual interview to the senior management. The evaluation results will be important basis to determine promotion and salary level.

According to Company Statute and related laws and regulations, the Board of Directors of the Company shall attach importance to performance and management achievements when determining motivation for the senior management, and shall refer to the market levels at the same time to reasonably determine the salary level of the senior management.

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Chapter 9 Internal Control

I. The Condition of Internal Control Construction

(I) Introduction of internal control

The Company is one of 26 key companies of internal control standardized construction trial in Shenzhen under China Securities Regulatory Commission. It has formulated regular and effective internal control system according to Company Law, Securities Law and Rules of Shenzhen Stock Exchange for the Listing of Stocks combining the characteristics of the industry and the Company’s business structure. (II) The establishment and perfection plan for the internal control system and the implementation condition

The current internal control system of the Company mainly includes: Manage and control according to the

“3-level organization structure” of “holding headquarter, regional headquarter and urban companies” with

Organization Management Manual and Business Responsibility Manual as the basic framework in cooperation with the specific process guidelines. Reasonable position arrangement and HR policies are made to establish sound inner environment and take effective control. The Company supervises internal control through inner audit, internal control check and professional inspection, evaluates the related risks by comprehensive risk management and ensures smooth communication by inner reports and circulars to promote and implement rectification and system revision.

During the report period, aiming at the characteristics of the core business processes, the Company further optimized the design and implementation of the core business processes of the Company. Till the end of 2013, the

Company finished compilation of guidance documents related to the core business such as procurement and sales etc., thus completely building the core business system framework, establishing the whole set of management system from the headquarter to the region to the city companies, and promoting the internal control system of the

Company more meet the requirements of Enterprise Internal Control Application Guide. In addition, the Audit

Department of the Company had enhancing the applicability as the objective, compiled the internal control self-evaluation template of the previous years combining the guidance of this year, and continuously perfected and optimized the related internal control self-evaluation template. (III) Establishment of the examination & supervision division for internal control

The Company makes multi-level supervision and management on internal control. The Board's Audit

Committee is responsible for supervising effective implementation of internal control and self-evaluation. The

Company’s internal control regulation team is charge of guiding and supervising establishment, perfection and implementation of internal control regulations. The Audit Department is responsible for daily supervision under

CMPD2013Annual Report the leadership of the Board's Audit Committee. The Company also engages professional audit agency to audit self-evaluation report of internal control. II. Announcement of the Board of Directors on the Responsibility of Internal Control

Establishing, improving and effectively implementing internal control is the responsibility of the Board and the Board is responsible for the truthfulness of the internal control assessment report. The objective of internal control is to ensure legitimate and compliant operation, asset safety, truthfulness and completeness of financial report and relevant information, improve operational efficiency and effect and promote the realization of development strategy. For the inherent limitation in internal control, we can only provide reasonable assurance for above objectives only. In addition, due to the change of the condition, the internal control may become impropriate, or the degree of following the control policies and procedures may be lowered, and 推测 the effectiveness of the future internal control according to the internal control evaluation result has certain risks. III. Establish Basis for Internal Control over Financial Reporting

In accordance with relevant laws and regulations, the Accounting Standards for Business Enterprises, the

Basic Norms of Internal Control and application guidelines for internal control over financial reporting, and in combination with the features of the property industry and the characteristics of its production and operation, the company establishes a set of complete and effective financial accounting and financial management systems. The company sets up reasonable posts in field of financial accounting and financial management, defines corresponding responsibility and authority and allocates financial staff compatible with the development of the company to ensure the compliance and orderly development of financial management work. The company makes the Accounting System and Financial Accounting Management Process to provide detailed guidelines for financial accounting. IV. Internal Control Evaluation Report

According to Annual Internal Control Self Evaluation Report 2013: According to the condition of 认定 the major defects of internal control of the financial report of the Company, on the base day of the internal control evaluation report, there was no major defect of internal control of the financial report. The Company already kept effective internal control of financial report in all the major aspects according to the requirements of the enterprise internal control standardizing system and related provisions. According to the condition of 认定 the major defects of internal control of the non-financial report of the Company, on the base day of the internal control evaluation report, the Company did not find major defect of internal control of the non-financial report. From the base day of the internal control evaluation report to the day when the internal control evaluation report was issued, factors that influenced the effective evaluation conclusion of internal control did not arise.

CMPD2013Annual Report

V. Internal Control Audit Report

In recent years, the company has proactively carried out internal control self-assessment each year and employed audit institutions to audit the internal control self-assessment report of the company. Shinewing

Certified Public Accountants has issued the clean opinions on the internal control self-assessment report of the company for the year 2013, in agreement with the opinions of the board of directors of the company on the internal control self-assessment report. VI. Establishment and Implementation of Accountability System for Major Errors in Information Disclosure in the Annual Report

In April, 2010, the 12th session of the sixth meeting of Board of Directors of the company discussed and approved the Accountability System for Major Errors in Information Disclosure in Annual Reports of the

Company. The company made plans in advance and clearly defined the responsibility in each link of annual report preparation. There is no major error in the information disclosure in the annual report of the company.

CMPD2013Annual Report

Chapter X Auditor’s Report

XYZH/2013SZA1028

To the shareholders of China Merchants Property Development Co., Ltd.

We have audited the Financial Statements of China Merchants Property Development Co., Ltd. (hereinafter referred to as “The Company” or“CMPD”) attached hereafter, including the Balance Sheet and Consolidated Balance Sheet ended December 31, 2013 and the Income Statement, Consolidated Income Statement, Cash Flow Statement, Consolidated Cash Flow Statement, Statement on Change of Shareholders’ Equity, Consolidated Statement on Change of Shareholders’ Equity of the year 2013, as well as the Notes to the Financial Statements.

I. Executives’ responsibilities on the Financial Statements

It is the responsibility of The Company’s management to prepare and appropriately present the Financial Statements, which including: (1) Preparing the Financial Statements according to Enterprise Accounting Standards on a fair basis. (2) Designing, implementing and maintaining the internal control system related to preparation of the Financial Statements, to prevent the Financial Statements from major false statements due to cheating or error.

II. Responsibilities of the CPA

Our responsibilityis to provide auditing opinions on the Financial Statements basing on the auditing works we’ve done. We have carried out the auditing works according to Chinese CPA Auditing Standard, which required us to plan and implement our works on the basis of professional ethic standards, and obtain reasonable guarantee that the Financial Statements are free of major false statements.

Auditing involves performing procedures to obtain audit evidence of the amounts and disclosures in the

Financial Statements. The procedures were formulated on the basis of the auditor’s judgment, including the assessing the risks of material misstatement in the Financial Statements, whether due to fraud or error. During the evaluation of those risks,, we consider the internal control relevant to the entity’s preparation of Financial Statements in order to design audit procedures that are appropriate for the circumstances. Auditing also includes evaluating the appropriateness of the accounting policies which were used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

CMPD2013Annual Report

We believe that the evidences we’ve obtained are appropriate and sufficient, which setfoundation to our auditing opinion.

III. Auditors’ Opinion

We believe that the Company has been performed in accordance with the Enterprise Accounting Standard in the preparing of the Financial Statements. The Financial Statements objectively reflects, in all important aspects, the financial situation of CMPD as of December 31, 2013, and the business performance and cash flow of year 2013, both of the Company’s and the consolidated.

ShineWing CPA China

certified public accountants (Special General Guo Junlong

Partnership)

CPA China

Wang Yaming

China Beijing March 14, 2014

CMPD2013Annual Report Consolidated Balance Sheet December 31, 2013 Prepared by: China Merchants Property Development Co., Ltd. In RMB Items Notes Balance at end of year Amount at the beginning of year Current asset: Monetary capital V.1 24,240,458,796.50 18,239,272,247.93 Transactional financial assets V.2 - Notes receivable V.3 4,000,000.00 5,748,800.00 Account receivable V.4 76,864,814.81 162,099,162.73 Prepayment V.5 2,815,967,507.79 8,287,184.01 Interest receivable 100,000.00 269,583.30 Dividend receivable - Other account receivable V.6 13,683,883,876.17 8,183,491,572.92 Inventories V.7 78,476,507,470.78 73,637,940,073.11 Non-current asset due in 1 year 4,175,229.58 16,756,858.87

Other current asset V.8 3,550,197,939.60 2,818,269,943.98 Total of current asset 122,852,155,635.23 103,072,135,426.85 Non-current assets Sellable financial asset - Expired investment in possess - Long-term receivable V.9 - 49,721,270.00 Long-term share equity investment V.10 1,653,194,214.56 1,083,249,770.92 Investment real estates V.11 5,661,844,333.88 3,117,335,984.24 Fixed assets V.12 2,038,420,991.55 435,194,977.76 Construction in progress V.13 104,895,578.36 88,458,273.58 Engineering goods Fixed asset disposal Intangible assets 542,448,651.42 R&D expense Goodwill V.14 159,560,861.23 159,560,861.23 Long-term amortizable expenses V.15 257,668,842.73 249,438,693.12 Deferred income tax asset V.16 770,257,880.69 942,147,425.36 Other non-current asset - Total of non-current assets 11,188,291,354.42 6,125,107,256.21 Total of assets 134,040,446,989.65 109,197,242,683.06 The Notes to the Financial Statements are the essential part of the Financial Report. This Financial Report is signed by the following persons: Legal representative:Lin Shaobin Accounting supervisor:Wu Zhenqin Manager of financial dept.Li Shifang

CMPD2013Annual Report Consolidated Balance Sheet (Continued) December 31, 2013 Prepared by: China Merchants Property Development Co., Ltd. In RMB

Items Notes Balance at end of year Amount at the beginning of year Current liabilities Short-term loans V.18 4,250,000,000.00 2,105,000,000.00 Trade off financial liabilities V.19 - Notes payable V.20 27,267,637.07 47,610,662.59 Account payable V.21 12,010,832,454.50 11,796,898,896.95 Prepayment received V.22 37,517,671,641.79 28,463,966,430.34 Employees’ wage payable V.23 385,894,712.53 334,040,494.12 Tax payable V.24 1,464,425,877.10 1,951,582,353.18 Interest payable V.25 152,361,058.07 119,767,822.92 Dividend payable V.26 120,927,194.29 290,165,059.98 Other account payable V.27 9,014,047,482.53 8,502,352,593.09 Non-current liability due in 1 year V.28 6,331,007,932.13 7,380,992,296.97 Other current liability V.29 3,560,491,070.18 4,256,735,641.00 Total of current liability 74,834,927,060.19 65,249,112,251.14 Non-current liabilities Long-term borrowings V.30 17,051,917,894.42 14,378,013,872.78 Bond payable 3,003,382,977.23 - Long-term payable V.31 102,745,035.90 100,207,107.75 Special payable - Anticipated liabilities V.32 10,473,360.10 14,017,011.26 Deferred income tax liability 108,596,697.05 - Other non-recurring liabilities V.33 11,236,760.00 16,613,440.00 Total of non-current liabilities 20,288,352,724.70 14,508,851,431.79 Total of liability 95,123,279,784.89 79,757,963,682.93 Shareholders’ equity Share capital V.34 1,717,300,503.00 1,717,300,503.00 Capital reserves V.35 8,447,048,826.56 8,386,926,298.12 Less: Shares in stock Special reserves Surplus reserves V.36 1,133,515,392.99 1,027,780,997.90 Common risk provision Retained profit V.37 15,348,735,891.17 12,173,100,556.73 Difference of foreign currency translation 78,901,353.52 88,407,178.38 Total of shareholders’ equity 26,725,501,967.24 23,393,515,534.13 attributable to the parent company Minor shareholders’ equity V.38 12,191,665,237.52 6,045,763,466.00 Total of shareholders’ equity 38,917,167,204.76 29,439,279,000.13

Total of owners’ equity and liabilities 134,040,446,989.65 109,197,242,683.06

CMPD2013Annual Report Balance Sheet (Parent Company) December 31, 2013 Prepared by: China Merchants Property Development Co., Ltd. In RMB Items Notes Balance at end of year Amount at the beginning of year Current asset: Monetary capital 6,296,121,745.68 5,277,807,877.29 Transactional financial assets - Notes receivable - Account receivable - Prepayment 193,000.00 Interest receivable 11,814,660.00 Dividend receivable 1,186,411,976.56 2,877,702,095.70 Other account receivable XIII. 1 28,619,556,967.65 29,644,653,819.13 Inventories - 1,224,000,000.00 Non-current asset due in 1 year - 15,300,000.00 Other current asset - Total of current asset 36,114,098,349.89 39,039,463,792.12 Non-current assets Sellable financial asset - Expired investment in possess - Long-term receivable - Long-term share equity investment XIII.2 9,227,039,815.19 5,657,339,312.90 Investment real estates - Fixed assets 1,548,967.06 345,629.58 Construction in progress - Engineering goods - Fixed asset disposal - Intangible assets - R&D expense - Goodwill - Long-term amortizable expenses - Deferred income tax asset - Other non-current asset - Total of non-current assets 9,228,588,782.25 5,657,684,942.48 Total of assets 45,342,687,132.14 44,697,148,734.60

CMPD2013Annual Report Balance Sheet (Parent Company) (Continued)

December 31, 2013

Prepared by: China Merchants Property Development Co., Ltd. In RMB

Items Notes Balance at end of Amount at the Current liabilities year beginning of year Short-term loans 2,250,000,000.00 1,905,000,000.00 Trade off financial liabilities - Notes payable - Account payable - Prepayment received - Employees’ wage payable 9,010,550.63 7,927,525.00 Tax payable 4,569,810.63 466,320.21 Interest payable 90,378,579.30 111,221,455.00 Dividend payable - Other account payable 15,791,231,019.71 13,556,711,178.36 Non-current liability due in 1 year 2,404,241,120.00 3,894,234,275.00 Other current liability 357,710.82 Total of current liability 20,549,788,791.09 19,475,560,753.57 Non-current liabilities Long-term borrowings 7,633,824,285.00 8,604,667,725.00 Bond payable - Long-term payable - Special payable - Anticipated liabilities - Deferred income tax liability - Other non-recurring liabilities - Total of non-current liabilities 7,633,824,285.00 8,604,667,725.00 Total of liability 28,183,613,076.09 28,080,228,478.57 Owners’ equity Share capital 1,717,300,503.00 1,717,300,503.00 Capital reserves 8,927,054,193.00 8,927,054,193.00 Less: Shares in stock - Special reserves Surplus reserves 1,082,563,999.99 976,829,604.90 Common risk provision Retained profit 5,432,155,360.06 4,995,735,955.13 Total of shareholders’ equity 17,159,074,056.05 16,616,920,256.03 Total of owners’ equity and 45,342,687,132.14 44,697,148,734.60 liabilities

CMPD2013Annual Report Consolidated Income Statement

The Fiscal Year of 2013

Prepared by: China Merchants Property Development Co., Ltd. In RMB

Items Notes Amount of current year Amount of Last Year I. Total revenue 32,567,813,857.52 25,296,762,154.46 Incl. Operating revenue V.39 32,567,813,857.52 25,296,762,154.46 II. Total business cost 25,209,872,088.20 19,069,558,395.81 Incl. Business cost V.39 19,045,102,287.65 12,945,037,612.58 Business tax and surcharge V.40 4,577,575,494.22 4,273,285,191.20 Sales expense V.41 770,608,081.81 729,279,368.30 Administrative expense V.42 555,894,821.96 439,348,487.64 Financial expenses V.43 614,458,390.98 394,147,542.48 Asset impairment loss V.44 -353,766,988.42 288,460,193.61 Plus: Gains from fluctuation of fair value (“-“ for V.45 - 1,584,406.61 loss) Investment gains (“-“ for loss) V.46 569,270,324.16 5,572,506.29 Incl. Investment gains from affiliates 568,642,058.08 2,740,621.24 III. Operation profit (“-“ for loss) 7,927,212,093.48 6,234,360,671.55 Plus: Non business income V.47 69,414,481.75 24,841,162.92 Less: Non-business expenses V.48 29,447,080.00 59,701,420.94 Incl. Loss from disposal of non-current assets 2,183,321.32 1,484,257.65 IV. Total profit (“-“ for total loss) 7,967,179,495.23 6,199,500,413.53 Less: Income tax expenses V.49 2,458,865,329.17 1,921,981,310.04 V. Net profit (“-“ for net loss) 5,508,314,166.06 4,277,519,103.49 Net profit attributable to the owners of parent 4,202,152,074.18 3,318,266,875.59 company Minor shareholders’ equity 1,306,162,091.88 959,252,227.90 VI. Earnings per share: (I) Basic earnings per share V.50 2.45 1.9323 (II) Diluted earnings per share V.50 2.45 1.9323 VII. Other misc. incomes V.51 -266,154.33 638,323.38 VIII. Total of misc. incomes 5,508,048,011.73 4,278,157,426.87 Total misc gains attributable to the parent 4,192,646,249.32 3,318,905,198.97 company Total misc gains attributable to the minor 1,315,401,762.41 959,252,227.90 shareholders

CMPD2013Annual Report

Income Statement (Parent Company)

The Fiscal Year of 2013

Prepared by: China Merchants Property Development Co., Ltd. In RMB

Amount of Amount of Last Items Notes current year Year I. Turnover XIII. 3 24,520,000.00 31,630,000.00 Less: Operation cost XIII. 3 2,540,090.96 6,548,488.37 Business tax and surcharge 5,190,372.00 1,774,443.00 Sales expense - Administrative expense 44,727,346.09 39,321,647.22 Financial expenses 360,885,008.65 309,642,154.10 Asset impairment loss - Plus: Gains from fluctuation of fair - value (“-“ for loss) Investment gains (“-“ for loss) XIII. 4 1,455,330,648.13 945,363,540.31 Incl. Investment gains from affiliates -5,590,772.71 -5,934,878.05 II. Operational profit (“-“ for loss) 1,066,507,830.43 619,706,807.62 Plus: Non business income - 12,401.40 Less: Non-business expenses 9,163,879.51 22,196,920.03 Incl. Loss from disposal of - non-current assets III. Total profit (“-“ for total loss) 1,057,343,950.92 597,522,288.99 Less: Income tax expenses - IV. Net profit (“-“ for net loss) 1,057,343,950.92 597,522,288.99 V. Earnings per share (I) Basic earnings per share (II) Diluted earnings per share VI. Other misc gains VII. Total of integrated income 1,057,343,950.92 597,522,288.99

CMPD2013Annual Report Consolidated Cash Flow Statement

The Fiscal Year of 2013

Prepared by: China Merchants Property Development Co., Ltd. In RMB

Items Notes Amount of current year Amount of Last Year I. Net cash flow from business operation Cash received from sales of products and providing of services 42,524,900,792.38 37,098,796,920.51 Tax returned 15,808,867.22 Other cash received from business operation V(1), 1) 4,742,948,288.83 5,604,316,499.20 Sub-total of cash inflow from business activities 47,283,657,948.43 42,703,113,419.71 Cash paid for purchasing of merchandise and services 31,779,772,963.55 23,466,485,913.43 Cash paid to staffs or paid for staffs 1,462,218,085.03 1,118,176,198.56 Taxes paid 7,793,961,358.12 6,251,459,270.87 Other cash paid for business activities V(1), 2) 5,751,781,987.22 6,768,214,283.12 Sub-total of cash outflow from business activities 46,787,734,393.92 37,604,335,665.98 Cash flow generated by business operation, net 495,923,554.51 5,098,777,753.73 II. Cash flow generated by investing Cash received from investment retrieving 80,123.00 Cash received as investment gains 326,819,319.15 Net cash retrieved from disposal of fixed assets, intangible assets, and other 374,097.82 443,426.70 longNet cash-term received assets from disposal of subsidiaries or other operational units

Other investment-related cash received V(1), 3)

Sub-total of cash inflow due to investment activities 327,273,539.97 443,426.70 Cash paid for construction of fixed assets, intangible assets and other long-term 324,441,222.50 67,530,599.54 assetsCash paid as investment 33,964,976.91 251,803,226.65 Net cash received from subsidiaries and other operational units V(3) 154,796,235.07 317,095,120.95 Other cash paid for investment activities V(1), 4) 561,222,801.84 8,653,703.86 Sub-total of cash outflow due to investment activities 1,074,425,236.32 645,082,651.00 Net cash flow generated by investment -747,151,696.35 -644,639,224.30 III. Cash flow generated by financing Cash received as investment 1,610,886,152.23 511,000,000.00 Incl. Cash received as investment from minor shareholders 1,610,886,152.23 511,000,000.00 Cash received as borrowings 19,699,741,577.81 10,400,528,146.29 Incl. Cash received as bondings 3,003,382,977.23 Other financing-related cash received

Subtotal of cash inflow from financing activities 21,310,627,730.04 10,911,528,146.29 Cash paid for recovering of debt 12,914,869,820.00 8,571,472,506.54 Cash paid for dividend, profit or interest 2,161,728,243.21 2,226,420,253.62 Incl. Dividend and profit paid by subsidiaries to minor shareholders 149,669,583.36 439,232,521.54 Other cash paid for financing activities Subtotal of cash outflow due to financing activities 15,076,598,063.21 10,797,892,760.16 Net cash flow generated by financing 6,234,029,666.83 113,635,386.13 IV. Influence of exchange rate alternation on cash and cash equivalents 34,372,878.81 -9,241,637.86 V. Net increase of cash and cash equivalents 6,017,174,403.80 4,558,532,277.70 Plus: Balance of cash and cash equivalents at the beginning of term V.（4) 18,218,506,517.70 13,659,974,240.00 VI. Balance of cash and cash equivalents at the end of term V.（4) 24,235,680,921.50 18,218,506,517.70

CMPD2013Annual Report Cash Flow Statement (Parent Company)

The Fiscal Year of 2013

Prepared by: China Merchants Property Development Co., Ltd. In RMB

Items Notes Amount of current year Amount of Last Year I. Net cash flow from business operation Cash received from sales of products and providing of services 16,940,000.00 Tax returned Other cash received from business operation 8,493,448,589.73 4,336,612,910.00 Sub-total of cash inflow from business activities 8,510,388,589.73 4,336,612,910.00 Cash paid for purchasing of merchandise and services Cash paid to staffs or paid for staffs 13,371,113.98 22,244,797.00 Taxes paid 52,561,776.94 11,523,730.00 Other cash paid for business activities 7,238,126,520.00 6,618,428,946.00 Sub-total of cash outflow from business activities 7,304,059,410.92 6,652,197,473.00 Cash flow generated by business operation, net 1,206,329,178.81 -2,315,584,563.00 II. Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains 893,433,193.19 322,930,935.00 Net cash received from disposal of fixed assets, intangible assets and otherNet cash long received-term assets from disposal of subsidiaries or other operational units Other investment-related cash received Sub-total of cash inflow due to investment activities 893,433,193.19 322,930,935.00 Cash paid to acquire fixed assets, intangible assets and other long-term 2,982.00 18,800.00 assetsCash paid as investment 1,815,902,000.00 315,346,836.00 Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow due to investment activities 1,815,904,982.00 315,365,636.00 Net cash flow generated by investment -922,471,788.81 7,565,299.00 III. Cash flow generated by financing Cash received as investment Cash received as loans 6,755,565,125.00 5,984,840,500.00 Other financing-related cash received Subtotal of cash inflow from financing activities 6,755,565,125.00 5,984,840,500.00 Cash to repay debts 5,487,436,500.00 1,933,901,300.00 Cash paid as dividend, profit, or interests 1,311,280,112.33 394,809,463.00 Other cash paid for financing activities - Subtotal of cash outflow due to financing activities 6,798,716,612.33 2,328,710,763.00 Net cash flow generated by financing -43,151,487.33 3,656,129,737.00 IV. Influence of exchange rate alternation on cash and cash 211,806.62 -3,086,966.00 equivalentsV. Net increase of cash and cash equivalents 240,917,709.29 1,345,023,507.00 Plus: Balance of cash and cash equivalents at the beginning of term 5,036,890,168.00 3,691,866,661.00 VI. Balance of cash and cash equivalents at the end of term 5,277,807,877.29 5,036,890,168.00

CMPD2013Annual Report Consolidated Statement of Change in Shareholders’ Equity The Fiscal Year of 2013 Prepared by: China Merchants Property Development Co., Ltd. Amount of current year Items Shareholders’ equity attributable to the parent company Minor shareholders’ equity Total of owners’ equity Share capital Capital reserves Surplus reserves Retained profit Others I. Balance at the end of last year 1,717,300,503.00 8,386,926,298.12 1,027,780,997.90 12,173,100,556.73 88,407,178.38 6,045,763,466.00 29,439,279,000.13 Plus: Change of accounting policy 0

Correcting of previous errors 0

Others 0

II. Balance at the beginning of current year 1,717,300,503.00 8,386,926,298.12 1,027,780,997.90 12,173,100,556.73 88,407,178.38 6,045,763,466.00 29,439,279,000.13 III. Amount of change in current year (“-“ for derease) 60,122,528.44 105,734,395.09 3,175,635,334.44 -9,505,824.86 6,145,901,771.52 9,477,888,204.63

(I) Net profit 4,202,152,074.18 1,306,162,091.88 5,508,314,166.06

(II) Other misc. income -9,505,824.86 9,239,670.53 -266,154.33

Total of (I) and (II) 4,202,152,074.18 -9,505,824.86 1,315,401,762.41 5,508,048,011.73

(III) Inputting or withdrawing of shareholders’ investment 60,122,528.44 -405,592,193.75 5,541,001,830.59 5,195,532,165.28

1. Inputting of shareholders’ investment 5,161,250,375.40 5,161,250,375.40

2. Amount of share payment accounted into shareholders’ equity

3. Others 60,122,528.44 -405,592,193.75 379,751,455.19 34,281,789.88

(IV) Profit allotment 105,734,395.09 -620,924,545.99 -260,618,848.32 -775,808,999.22

1. Surplus reserves provided 105,734,395.09 -105,734,395.09

2. Providing of common risk provisions

3. Dividends to the shareholders -515,190,150.90 -260,618,848.32 -775,808,999.22

4. Others

(V) Internal transferring of shareholders’ equity

1. Capital reserves transferred to share capital

2. Surplus reserves transferred to share capital

3. Making up losses by surplus reserves

4. Others -449,882,973.16 -449882973.16

IV. Balance at end of this year 1,717,300,503.00 8,447,048,826.56 1,133,515,392.99 1,534,873,5891.17 78,901,353.5217 12,191,665,237.52 38,917,167,204.76

90 CMPD2013Annual Report

Consolidated Statement of Change in Shareholders’ Equity (Cont.) The Fiscal Year of 2013 Prepared by: China Merchants Property Development Co., Ltd. In RMB

Amount of Last Year Items Shareholders’ equity attributable to the parent company Minor shareholders’ equity Total of owners’ equity Share capital Capital reserves Surplus reserves Retained profit Others I. Balance at the end of last year 1,717,300,503.00 8,387,070,659.00 968,028,769.00 9,258,046,011.00 87,768,855.00 3,858,778,902.00 24,276,993,699.00 Plus: Change of accounting policy - Correcting of previous errors - Others - II. Balance at the beginning of current year 1,717,300,503.00 8,387,070,659.00 968,028,769.00 9,258,046,011.00 87,768,855.00 3,858,778,902.00 24,276,993,699.00 III. Amount of change in current year (“-“ for derease) - -144,360.88 59,752,228.90 2,915,054,545.73 638,323.38 2,186,984,564.00 5,162,285,301.13 (I) Net profit 3,318,266,875.59 959,252,227.90 4,277,519,103.49 (II) Other misc. income 638,323.38 638,323.38 Total of (I) and (II) - - - 3,318,266,875.59 638,323.38 959,252,227.90 4,278,157,426.87 (III) Inputting or withdrawing of shareholders’ investment - -144,360.88 - - - 1,907,655,151.55 1,907,510,790.67 1. Inputting of shareholders’ investment 87,768,855.00 1,907,655,151.55 1,907,655,151.55 2. Amount of share payment accounted into shareholders’ equity - 3. Others -144,360.88 -144,360.88 (IV) Profit allotment - - 59,752,228.90 -403,212,329.86 - -679,922,815.45 -1,023,382,916.41 1. Surplus reserves provided 59,752,228.90 -59,752,228.90 - 2. Providing of common risk provisions - 3. Dividends to the shareholders -343,460,100.96 -679,922,815.45 -1,023,382,916.41 4. Others 1,717,300,503.00 8,387,070,659.00 (V) Internal transferring of shareholders’ equity 1. Capital reserves transferred to share capital 2. Surplus reserves transferred to share capital 3. Making up losses by surplus reserves 1,717,300,503.00 8,387,070,659.00 4. Others

IV. Balance at end of this year 1,717,300,503.00 8,386,926,298.12 1,027,780,997.90 12,173,100,556.73 88,407,178.38 6,045,763,466.00 29,439,279,000.13

91 CMPD2013Annual Report Statement of Change in Shareholders’ Equity (Parent Company) The Fiscal Year of 2013 Prepared by: China Merchants Property Development Co., Ltd. In RMB

Amount of current year Items Share capital Capital reserves Surplus reserves Retained profit Total of shareholders’ equity I. Balance at the end of last year 1,717,300,503.00 8,927,054,193.00 976,829,604.90 4,995,735,955.13 16,616,920,256.03 Plus: Change of accounting policy - Correcting of previous errors - Others - II. Balance at the beginning of current year 1,717,300,503.00 8,927,054,193.00 976,829,604.90 4,995,735,955.13 16,616,920,256.03 III. Amount of change in current year (“-“ for derease) - - 105,734,395.09 436,419,404.93 542,153,800.02 (I) Net profit 1,057,343,950.92 1,057,343,950.92 (II) Other misc. income - Total of (I) and (II) - - - 1,057,343,950.92 1,057,343,950.92 (III) Inputting or withdrawing of shareholders’ investment - - - - - 1. Inputting of shareholders’ investment - 2. Amount of share payment accounted into shareholders’ equity - 3. Others - (IV) Profit allotment - - 105,734,395.09 -620,924,545.99 -515,190,150.90 1. Surplus reserves provided 105,734,395.09 -105,734,395.09 - 2. Providing of common risk provisions - -515,190,150.90 -515,190,150.90 3. Dividends to the shareholders 515,190,150.90 4. Others (V) Internal transferring of shareholders’ equity - - 1. Capital reserves transferred to share capital 2. Surplus reserves transferred to share capital

3. Making up losses by surplus reserves

4. Others

IV. Balance at end of this year 1,717,300,503.00 8,927,054,193.00 1,082,563,999.99 5,432,155,360.06 17,159,074,056.05

92 CMPD2013Annual Report Statement of Change in Shareholders’ Equity (Parent Company)（Cont.） The Fiscal Year of 2013 Prepared by: China Merchants Property Development Co., Ltd. In RMB

Amount of current year Items Share capital Capital reserves Surplus reserves Retained profit Total of shareholders’ equity I. Balance at the end of last year 1,717,300,503.00 8,927,054,193.00 917,077,376.00 4,801,425,996.00 16,362,858,068.00 Plus: Change of accounting policy - Correcting of previous errors - Others - II. Balance at the beginning of current year 1,717,300,503.00 8,927,054,193.00 917,077,376.00 4,801,425,996.00 16,362,858,068.00 III. Amount of change in current year (“-“ for derease) - - 59,752,228.90 194,309,959.13 254,062,188.03 (I) Net profit 597,522,288.99 597,522,288.99 (II) Other misc. income - Total of (I) and (II) - - - 597,522,288.99 597,522,288.99 (III) Inputting or withdrawing of shareholders’ investment - - - - - 1. Inputting of shareholders’ investment - 2. Amount of share payment accounted into shareholders’ equity - 3. Others - (IV) Profit allotment - - 59,752,228.90 -403,212,329.86 -343,460,100.96 1. Surplus reserves provided 59,752,228.90 -59,752,228.90 - 2. Providing of common risk provisions - 3. Dividends to the shareholders -343,460,100.96 -343,460,100.96 4. Others - (V) Internal transferring of shareholders’ equity 1. Capital reserves transferred to share capital - 2. Surplus reserves transferred to share capital - 3. Making up losses by surplus reserves

4. Others

IV. Balance at end of this year 1,717,300,503.00 8,927,054,193.00 976,829,604.90 4,995,735,955.13 16,616,920,256.03

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

I. General Information China Merchants Property Development Co., Ltd. (the “Company”, or the “Group” when refers to the Company together with its subsidiaries), originally China Merchants Shekou Shareholding Co., Ltd., is a sino-foreign joint venture established on the base of Shekou China Merchants Port Service Co., Ltd. by China Merchants Shekou Industrial Zone Co., Ltd. (Shekou Industrial Zone). The Company was incorporated in Shenzhen, China in September 1990. On February 23, 1993, the Company was approved by document Shen-Fu-Ban-Fu（1993）no. 358of the General Office of the People’s Government of Shenzhen Municipality to raise finance by issuing 27,000,000 A shares to the domestic investors, and 50,000,000 B shares to foreign investors which increased theCompany’s capital shares up to 210,000,000. The A shares and B shares were listed at Shenzhen Stock Exchange in June 1993. In July 1995, part of B shares were listed in Singapore Stock Exchange by means of SDR (Singapore Depository Receipts, “新加坡托管收据” in Chinese). In June 2004, the Company was renamed as “China Merchants Property Development Co., Ltd.” After dividend distributions and rights issues implemented during 1994-2004, the Company’s total number of shares had increased to 618,822,672 up to December 31, 2004. On January 18, 2006, as approved by the shareholders’ meeting, the A share relocation plan was implemented. Namely holders of current A shares received 2 A shares and RMB3.14 upon each 10 current A shares from the holders of non-current A shares. The total number of capital shares remains unchanged after completion of the relocation plan. As approved by Document Zheng-Jian-Fa-Zi[2006] no.67 issued by China Securities Regulatory Commission, the Company has made full right issue of 15,100,000 convertible corporation bonds to original A shareholders on August 30, 2006, the part of right issue waived by the original A shareholders would be placed offline to institution investors. The bonds are with face value of RMB100 each. The convertible part became negotiable in Shenzhen Stock Exchange since September 11, 2006 with ID of “CM Convertible Bond” and the convertible date was March 1, 2007. On May 25, 2007, CM Convertible Bond was terminated from trading and converting. All of the bonds not converted yet were repurchased by the Company. Till then, there were totally 15,093,841 bonds (with total face value of RMB1,509,384,100) converted into 115,307,691 shares. The remained 6,159 convertible bonds (with face value of RMB615,900) were repurchased by the Company. Thus the capital shares of the Company had increased up to 734,130,363 shares. As approved by document Zheng-Jian-Fa-Xing-Zi[2007] no.299 issued by China Securities Regulatory Commission, the company has placed 110,736,639 shares privately to China Merchants Shekou Industrial Zone Co., Ltd. on September 19, 2007. The Company’s capital shares have increased up to 844,867,002 shares since then. On March 17, 2008, the plan for profit distribution and capitalizing of common reserves for year 2007 was passed by the Shareholders’ General Meeting 2007, which was, basing on the total capital share of 844,867,002 at December 31, 2007, 3 bonus shares were to distributed to each 10 shares, meanwhile 2 new shares were to converted to each 10 shares from the common reserves basing on the same. Since then, the total capital shares of the Company would be increased to 1,267,300,503 shares. As approved by documentZhen-Jian-Xu-Ke[2008] no.989 issued by China Securities Regulatory Commission, the Company issued 450,000,000 shares to existing A-share holders on November 26, 2008, among which 279,349,288 shares were subscribed by China Merchants

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) ShekouIndustrial Zone Co., Ltd. – one of the shareholders of the Company. The total capital shares of the Company have increased up to 1,717,300,503 shares since then. As of December 31, 2013, the total of capital shares of the Company was 1,717,300,503including 891,504,855 shares under restriction for sale, account for 51.91% of the total shares; and 825,795,648 non-restricted shares, account for 48.08%. The Company is in the property development industry, while the Group is mainly engaged in property development, public utilities (power supply) and property management. China Merchants Shekou Industrial Zone Co., Ltd. is the holding shareholder of the Company, and China Merchants Group Ltd. is the ultimate holding shareholder, and China Merchants Group Co., Ltd. is the actual controller. Shareholders’ Meeting is the top authority of the Company with the power of decision-making on (but not limited to) business strategies, financing, investment, and profit distribution. The Board of Directors reports to the Shareholders’ Meeting, and exercise the power of operational decisions. The management is responsible for implementing of decisions made by the Shareholders’ Meeting, and the Board, as well as conducting of business operations.

II. Main Accounting Policies, Estimations and Basis Preparation of the Consolidated Financial Statements 1. Basis of financial statements The Financial Statements of the Group are on the basis of going concern and actual trade, and following with the Enterprise Accounting Standard. This “Main Accounting Policies, Estimations and Basis of Preparation of the Consolidated Financial Statements” is providing the detailed rules and grounds for preparing of the Financial Reports. 2. Statement of compliance to the Enterprise Accounting Standard The financial statements prepared by the Group comply with the requirement of Enterprise Accounting Standards, and are truthfully and completely reflecting the financial positions of the Group, the operation results and cash flow of the Group as well. 3. Fiscal period The fiscal year of the Group is the solar calendar year, namely the year started on January 1 and ended on December 31. 4. Presentation currency The Company and its subsidiaries other than China Merchants Land Limited adopt RMBto measure items included in financialstatements. China Merchants Land Limited uses Hong Kong Dollar as its presentation currency for it is the main currency used in its primary business operation circumstance. The Company’s financial statements are presented in RMB. 5. Basis of Presentation and Principle of Pricing The accounting basis of the Group is the accrual system. Except for transactional financial assets and sellable financial assets are accounted according to fair value, the financial statements take the historical cost as the accounting basis.

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 6. Merger of companies Merger of companies refers to the trades or issues regarding merger of two or more entities into one reporting entity. Assets and liabilities of the objects will be recognized on the date of merger or purchasing, which is the date of acquiring control power over the objects. As for the merger of entities under common control, assets and liabilities acquired through merger are calculated at the book value of the merged party at the date of merger. The difference between the book value of net asset and the consolidated offer is adjusted to share capital premium in the capital reserves. If the share capital premium is not enough to be adjusted, the retained profit shall be adjusted. As for the merger of entities under different control, merger cost refers to the fair value of assets paid, liabilities undertaken, and rights instruments issued by the buyer for purchasing of the controlling power of the target entity. When the merger cost is greater than the share of fair value of recognizable net asset of the bought enterprise, the balance is recognized as goodwill. When the merger cost is lower than the share of fair value of recognizable net asset of the bought enterprise, the balance will be accounted into current gain/loss account. 7. Basis of Preparation of Consolidated Financial Statements (1) Principle in recognizing of consolidation range All subsidiaries and special-purpose entities under actual control of the Company are included in the consolidated financial statement of the Group. (2) Accounting methods adopted in preparing of consolidated financial statements Consolidated financial statements are prepared according to “Enterprise Accounting Standard No.33 – consolidated financial statements. Major internal trades and transactions are neutralized when consolidated. Part of shareholders’ equity not attributable to the Company are demonstrated individually as minority shareholders’ equity under shareholders’ equity item in the consolidated financial statement. When the accounting policies and fiscal periods of the subsidiaries are not complying with those of the Company’s, they shall be adjusted according to the Company’s accounting policy and accounting period. For subsidiaries added as merger of enterprises under different control, the individual statement shall be adjusted basing on the recognizable net asset fair value on the day of purchase. For subsidiaries added as merger of enterprises under common control, they will be regarded as occurred at the beginning of current term. Their assets, liabilities, business performance, and cash flow shall be included in the consolidated financial statements. 8. Cash and cash equivalents Cash refers to in-stock cash and bank savings which are available for payment whenever needed. Cash equivalent refers to the investment held by the Company with mature date no more than three months, strong liquidity and low risk of value fluctuation that is easy to be converted into cash of known amount.

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 9. Translation of businesses and accounts in foreign currency (1) Transactionsin foreign currencies Foreign currency transactions at initial confirmation shall be translated with the approximate exchange rate on the exchange date. The exchange rates which are approximate to the exchange rate on the exchange date shall be determined according to the spot exchange rate of the current month of the transaction. At the balance sheet day, foreign currencies are translated to RMB at the instant exchange rate of that day, the exchange difference caused by difference of the instant rate at that day and the rate adopted in initial recognition, or the exchange rate adopted in previous balance sheet, are accounted into current gain/loss account, except for: (1) The exchange difference of special foreign currency borrowing satisfying the conditions of capitalization, which is capitalized and accounted into cost of related asset; (2) Exchange difference of hedge instruments for purpose of avoiding exchange risks is treated by the way of accounting on hedge instruments;(3) Exchange differences caused by sellable non-monetary items (shares for instance), and exchange differences caused by fluctuation of other book balance other than retained cost of sellable monetary items, are accounted into current income account. Non-monetary items in foreign currency and measured with historical costs are still measured at presentation currency with exchange rate of the transaction day. Non-monetary foreign currency items in fair value are translated at the rate when the fair value is determined. Differences between the presentation currency and original currency are reported as fair value fluctuation and accounted under current gain/loss account or other integrated income and recorded into capital reserves. (2) Translation of financial statements in foreign currencies Foreign currency financial statements prepared for the Company’s overseas businesses are translated by the following methods: All asset and liability items in the balance sheet are translated at the exchange rate of the balance sheet date; shareholders’ equity items except for “retained profit” are translated at the exchange rate of the day when they happened; all items in the income statement and items reflecting the amount of profit distribution are translated at the similar exchange rate of the date when the trades happened; retained profit at the beginning of year is the undistributed profit translated at the end of previous year; retained profit at the end of year are demonstrated according to the calculation of profit distribution items after translated; the differences between the translated asset items and liability items and total amount of shareholders’ equity items are demonstrated separately as difference of foreign currency statement translation under shareholders’ equity items in the balance sheet. Foreign currency cash flow and overseas subsidiaries’ cash flow are translated on the similar exchange rate of the day when the cash flow happened. Influences of exchange rate movement on cash and cash equivalents are regarded as adjustment items and demonstrated under “influence of exchange rates on cash and cash equivalents” in the cash flow statements 10. Financial assets and liabilities (1) Financial assets 1) Categories of financial assets Financial assets are categorized as: financial assets accounted at fair value with fluctuation carried into current gain/loss account, held-to-maturity investments, loans and receivable accounts, and sellable financial assets.

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Financial assets accounted at fair value with fluctuation carried into current gain/loss account are those hold for sale in a short term, and are listed under transactional financial assets in the Balance Sheet. Held-to-maturity investments refer to those non-derivate financial assets which have fixed expiration date, retrievable amount, and the Company has definite intention and ability to hold under its possession until maturity. Loans and receivable accounts are those non-derivate financial assets without quotation in the active market, but with fixed retrievable amount. Financial assets categorized under loans and receivables include notes receivable, account receivable, interest receivable, dividend receivable and other receivable. Sellable financial assets are those non-derivate financial assets recognized as sellable at initial recognition, and financial assets could not be put under any other categories. 2) Recognition and accounting of financial assets Financial assets or liabilities are recognized when the Group becomes a party of the contract of financial instrument. Financial assets and liabilities are measured at fair value initially. For financial assets and liabilities accounted at fair value with fluctuation accounted into current gain/loss account, the transaction expenses shall be accounted into gain/loss account directly. Whereas the expenses of financial assets and liabilities fall into other categories shall be accounted into initial amount recognized. Fair value basis is adopted in successive measurement of financial assets measured by fair value and with variations accounted into current gain/loss account. Loans, other receivable accounts, and investment held to maturity are presented at retained cost. Variation of fair value of the financial assets measured by fair value and with variations accounted into current gain/loss account is accounted to gain/loss of fair value. Interests or dividends gained during the period of holding are recognized as investment gains. The difference between the fair value and the initial book value is recognized to investment gain/loss, and the fair value gain/loss shall be adjusted accordingly. Except for the impairment loss and exchange loss caused by foreign currency financial assets, the variation of fair value of financial assets are accounted into shareholders’ equity straightly, and the accumulation of variation of fair value shall be carried over to current gain/loss at terminating of recognition of this particular financial asset. Interests announced or received upon the sellable liability instruments and sellable equity instruments are accounted into current gain/loss account. 3) Financial asset impairment Except for financial assets accounted at fair value and variation accounted into current gain/loss account, the Company undertakes inspection on the book value of other financial assets at each balance sheet day, whenever practical evidence showing that impairment occurred with them, impairment provisions are provided. Practical evidences on impairment of financial assets are the followings: (1)The issuer or the debtor is in serious financial difficulty; (2)The debtor has broken the conditions of contract, for instance default or overdue of payment for interest or principal (3) With consideration of economic or legal factors, the Group decided to give way to the debtor who is in financial difficulty; (4) There is great possibility that the debtor will bankrupt or use other debt reorganizing

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) process; (5) Financial asset is not able to be traded in the active market because the issuer is in significant financial difficulty; (6) It is hard to tell whether the cash flow of a particular asset in a portfolio has been declining, whereas upon overall evaluation, the Company discovered that the predicted cash flow of the portfolio has practically decreased since the initial recognition, and the decrease is quantifiable, including: 1) The debtor of the portfolio is becoming worse in ability of making payments; 2) Particular situation happened with the country or area where the debtor is located, which may cause obstructions for payment of the financial asset; (7)Major negative change occurred with the technical, market, economical, or legal environment of the debtor’s business territory, which may cause obstructions for the investor to retrieve the investment; (8)The fair value of equity investment instrument is significantly decreasing or non-contemporarily decreasing; (9)Other practical evidence showing that impairment has happened with the financial asset. Financial assets measured at cost after amortization is written down to the current value of predicted future cash flow, the reduced amount is recognized as impairment loss and provision shall be provided upon it. If practical evidence showing that a particular financial asset has recovered in value, and practically related to the issues occurred after recognition of the loss, the recognized impairment loss is restored, and accounted to current gain/loss. When impairment occurred with a sellable financial asset, the accumulated losses caused by decreasing of fair value which have originally been written into owners’ equity shall be carried over to current gain/loss account. If practical evidence showing that the value of a particular financial asset has recovered in value after an impairment loss has been recognized and practically related to the issues occurred after recognition of the loss, the impairment loss recognized shall be restored and accounted into current gain/loss. Impairment loss of sellable equity investment instrument will be restored to owners’ equity when the fair value has increased afterward. 4) Transferring of financial assets Recognition will be terminated when a financial asset satisfies one of the following conditions:(1) The rights set out by the contract by which the cash flow of the financial asset is collected have been terminated;(2) The financial asset has been transferred to other parties along with almost all of the risks and rewards attached to the financial asset;(3) The financial asset has been transferred to other parties, although neither transferred nor reserved the most risks and rewards attached to the financial asset, the Company gave away its controlling power over it. If the firm neither transferred nor reserved almost all of the risks and rewards attached to the financial asset, and did not give away the control over the financial asset, then the relative financial asset is recognized to the extent of continuous involving in the financial asset, and relative liabilities as well. Continuous involving refers to the risk level of value fluctuation risk the financial asset may confront the firm. When the overall transferring of particular financial asset has satisfied the conditions of termination, the difference between the book value and “the difference between the offered amount received and the accumulation of fair value fluctuation which has been accounted into miscellaneous income” shall be accounted into current income account. When partial transferring of particular financial asset has satisfied conditions of termination, the book value of transferred financial asset shall be amortized between the terminated part and un-terminated part according their corresponding fair value, and the difference between “the

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) total of the offer received in transferring and the accumulative of fair value fluctuation originally accounted into other misc. income amortizable to termination part” and “amortizable aforesaid book value” shall be accounted into current income account. (2) Financial liabilities At initial recognition, financial liabilities are classified into financial liabilities measured by fair value with changes accounted into current profit and loss account and other financial liabilities. Financial liabilities accounted at fair value and fluctuation accounted into current gain/loss account are categorized to transactional financial liabilities and those which assigned to be financial liabilities accounted at fair value and fluctuation accounted into current gain/loss account. Successive measurement of financial liabilities measured on fair value and fluctuation accounted into current gain/loss account shall be on fair value basis. Gains or losses from fluctuation of fair value or dividend or interests related to the financial liabilities shall be accounted into current gain/loss account. Accounting of other financial liabilities is on practical interest basis; successive measurements are on amortized balance of cost. When the current liabilities of particular financial liability have been wholly or partially relieved, recognition of the financial asset or part of it can only be terminated. The difference between the recognized book value of the terminated part and the consideration is accounted into current gain/loss. (3) Recognition of fair value of financial assets and liabilities 1) If there is an active market for the financial instrument, its fair value is defined as the quotation in the active market. Financial assets or liabilities held by the Group or about to be held by the Group are recognized for their fair value upon the current quotation in the active market. If there is not such current quotation or inquiry price for the financial assets or liabilities, however there has been not significant change to the economical environment after the latest transaction, the market price of the latest transaction shall be used to recognize the fair value of the financial asset or liability. If there is significant changeafter the latest transaction day, the fair value shall be decided by adjusting of the latest transaction price with reference to the current prices or interest rates of similar financial assets or liabilities. When the Group has obtained sufficient evidence showing that the price of latest transaction is not the fair value, it could be adjusted appropriately and recognized as the fair value of the financial asset or liability. 2) When there is not any active market for a financial instrument, its fair value shall be decided by using of evaluating technique, which includes the prices decided by voluntary parties, current fair value of other substantial equivalent financial assets, cash flow discount method, or the pricing model of equity option. 11. Bad debt provision on receivable accounts The Group uses the following situations as standards for recognition of bad debt lost on receivable accounts: wound-up, bankruptcy, receivership, serious shortage of cash, or serious natural disaster happened to the debtor, and the liabilities are not possible to be covered in an expectable time; the liability has not been covered for over three years; or there is definite evidence showing the liability is not possible to be covered or retrieved. Allowance method is adopted in accounting of possible bad debts. Impairment tests are performed individually or in groups at end of period. Bad debt provisions are provided and accounted to current gain/loss account. Those receivable accounts with definite evidence showing that they are impossible to be retrieved, they will be provided for bad debt loss upon the statutory process of the Group, and shall be offset from the bad debt provisions.

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Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) (1) Recognition and bad debt provision of individual receivable accounts with significant amount

Basis of recognition of Individual receivable accounts with amount over RMB5 million are individual receivable accounts recognized as receivable accounts with significant amount. with significantamount

Basis of bad debt provision of The Group performs impairment test separately on individual receivable accounts with financial assets with large amounts; those financial assets significant amount tested separately with no impairment found shall be tested again along with the group of financial assets with similar risk characteristics. Financial assets confirmed for impairment shall not be tested along with the group of financial assets with similar risk characteristics.

(2) Recognition of bad debt provision on individual receivable accounts with insignificant amount.

Basis of bad debt The Group performs impairment test separately on receivable accounts with provision insignificant amount with evidence showing possibility of being bad debts; provided those financial assets tested separately with no impairment found shall be individually tested again along with the group of financial assets with similar risk characteristics. Receivable accounts that are confirmed for impairment shall not be tested along with the group of receivable accounts with similar risk characteristics.

(3) Receivable accounts with bad debt provisions on portfolio basis

Basis of recognition for portfolios

Portfolio I This portfolio is based on the nature of risks attached with the debtors, which are mainly receivable accounts tested individually with no impairment (including accounts with major or minor amount receivable from related parties of the Group, the government or its affiliates, reserve payment, and deposits, etc.). Thechance to find bad debt in these accounts is low.

The portfolio covers all the receivable accounts other than those in portfolio I and those receivable accounts with bad debt provisions provided Portfolio II individually. Bad debt provisions are decided by the Group with reference to its historical experiences and on age analysis basis.

Basis of bad debt provision

Portfolio I No bad debt provision is provided

Portfolio II Age analysis method

(4) Rate of bad debt provisions provided on account age basis

Age Percentage of providing on Percentage of providing on Other Accounts receivables (%) receivables (%)

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Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Age Percentage of providing on Percentage of providing on Other Accounts receivables (%) receivables (%) within 6 months (include) 2 2

6-12 months 5 5

1-2 years 20 20

2-3 years 50 50

Over 3 years 100 100

12. Inventories Inventories consist of real estate development products, raw materials, finished products and stocks, low-value and consumable products and others. The real estate development products are the real estate development products under construction, development products which have been completed, land to be developed, etc. The actual costs of real estate development products include the land transfer fees, infrastructure expenses, and expenditures on construction and installation works, the borrowing costs before the completion of the development projects and other related costs. When the inventories are delivered, costs are recognized using specific identification method. Construction contracts are measured at actual costs, including related direct and indirect expenses occurred from signing to completion of the contract. Accumulated actual costs and accumulated recognized gross profit (loss) and settled prices are demonstrated at net value in the balance sheet after neutralization. The balance of “total of accumulated actual cost and accumulated recognized gross profit (loss)” over the “settled price” is demonstrated as inventory. The balance of “settled price” over “total of accumulated actual cost and accumulated recognized gross profit (loss)” is demonstrated as account received in advance. Expenses such as traveling expenses and bidding expenses related to construction contract are accounted into contract cost when they can be distinguished and measured reliably, and the contract is possibly been engaged. Otherwise are accounted into current profit and loss account. Low-value consumables are amortized on one-off basis. On the balance sheet day, inventories are accounted depending on which is lower between the cost and the net realizable value. When its net realizable value is lower than the cost, provisions for impairment of inventories shall be drawn. Realizable net value is, in daily transaction, the amount of predicted sales price less predicted cost at completion of construction, less predicted sales expense and tax. Recognition of realizable net value of inventory shall base on confirmed evidence obtained, with reference to the purpose to hold the inventory, and influence of post balance sheet issues. After providing of inventory impairment provision, if the impacting factors that caused impairment of inventory were eliminated, and the realizable value of the inventory becomes higher than the book value, the inventory impairment provision formerly provided shall be restored into current income account.

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Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 13. Long-term share equity investment Long-term equity investments are those share equities of the entities on which the Group is holding substantial control power, common control, or major influences, and those equity investments without control power, common control or major influence, and without quotations in an active market, and no reliable measurement on their fair value. Control power refers to the power on an enterprise regarding its financial and business decisions, and benefits can be acquired from the business operation of the enterprise. Common control means the Group has the power of control along with other parties as set out by contract. When none of single partner may dominate the business operation of a joint enterprise, and the decision-making process has to be consent to all of the parties, it is recognized as common control. Major influence means the Group has the power to participate in the control of financial issues and decision-making process, but has no control individually or together with other parties. Major influence is recognized basing on the Group’s shareholding over 20% (included) but lower than 50%, directly or indirectly, in an entity. No major influence is recognized if there is definite evidence showing that the Group is not able to participate in the decision-making process of the invested entity. Long-term equity investments acquired through merger of entities under common control are recognized of its costs according to the share of book value of the owners’ equities at the date of merger. Long-term equity investment acquired through merger of entities under different control can be decided for its cost by the combination of the fair values of the assets paid for trade of control power, liabilities undertaken, and equity securities issued. Investments of the Group on subsidiaries are on cost basis, and adjusted on equity basis at preparing of consolidated financial statements; investments on joint ventures are on equity basis; long-term equity investment without control power, common control or major influences, and there is no quotation in an active market, the fair value is not able to be measured reliably are on cost basis; long-term equity investment without control power, common control, or major influence, but there is quotation in an active market, and the fair value can be measured reliably, could be accounted as sellable financial assets. Investments of the Group on subsidiaries are on cost basis, and adjusted on equity basis at preparing of consolidated financial statements; investments on joint ventures are on equity basis; long-term equity investment without control power, common control or major influences, and there is no quotation in an active market, the fair value is not able to be measured reliably are on cost basis; long-term equity investment without control power, common control, or major influence, but there is quotation in an active market, and the fair value can be measured reliably, could be accounted as sellable financial assets. When cost basis is adopted, long-term equity investments are accounted at initial investment costs. The costs are adjusted when additional investments were made or investment retrieved. When equity basis is adopted, the gain/loss of the investment shall be the share of net gain/loss of the invested entity in current year. At recognition of the share of net gain/loss of the invested entity, recognition shall be upon adjustment of the net profit basing on the fair value of the recognizable assets, according to the accounting policies and fiscal period of the Group, with the share of gain/loss of internal trade among the joint-ventures. For those long-term equity investments in joint-ventures held prior to the initiative execution, if there is debit difference of equity investment related to the investment, the investment gain/loss shall be recognized after deducting of debit differences of the equity investment amortized to the retained period straightly. Those long-term equity investments without common control or major influence due to reducing

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Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) of investment input, and there is no quotation in an active market, and their fair value are not able to be measured reliably, are changed to be on cost basis; and those investment with control power due to increasing of investment input, are changed to be on cost basis too; those investment with common control or major influence but no control power due to additional investment, or long-term investment without control but common control or major influence due to disposal of investment equity, are changed to be on equity basis. At disposal of long-term equity investment, the difference between the book value and the actual consideration acquired is accounted into current investment gains. Long-term equity investments shall be valued on equity basis, if it is accounted into owners’ equity due to other changes in owners’ equity of the invested entities, the part of investment originally accounted to owners’ equity shall be transferred to current investment gains at disposal. 14. Investment property Investment properties include the land use rights on rental and the land use rights that are held and prepared for transfer after appreciation, and the buildings on rental. Investment properties are booked at their actual costs, purchased properties consists of purchase price, taxes, and other expenses directly related to the asset; cost of self-built property consists of construction costs and necessary expenses to make the asset usable. The Group adopts the cost model to have follow-up measurements of the investment real estate, and to conduct depreciation or amortization according to the policies that are in consistent with the land use rights. The expected useful life, net retained value rate, and annual depreciation (amortizing) are:

Category Depreciation age (year) Expected ratio of Annual depreciation

retained value % rate (%)

Land using right Retained useful age of the land use right 0

Houses & buildings 20 yrs 10 4.5

When an investment property has changed to self-use, it will be transferred to fixed asset or intangible asset since the day when the change happened. When the usage of a self-use property was changed to for rental or value adding purposes, it will be transferred from fixed assets to investment property. The book value before will be used as the book value after. At disposal of investment properties, or retrieve from the property permanently and no further financial benefit is expected to obtain from the property, recognition of the investment property will be terminated. Balance of income from disposal, transferring, discarding, or clearing of investment properties less the book value and related taxes is counted into current gain/loss account. 15. Fixed assets Fixed assets is defined as the tangible assets which are held for the purpose of producing goods, providing services, lease or for operation & management, and have more than one year of service life. Fixed assets are houses and plants, equipment, vehicles, office facilities and others, which are booked as the cost of obtaining. Fixed assets purchased from abroad are booked as the price plus tariff and all necessary expenses to make the asset usable; cost of fixed assets which are built by the Group itself consists of the necessary costs of building and expenses before the asset

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Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) become usable.; fixed assets input by investors are booked at the prices setup in the investment contract, however if the contract price is not a fair value, the fair value shall be adopted; fixed assets obtained in term of finance lease, shall be booked at the lower one of the fair value of the leased asset at the day of leasing and the lowest rental payment. Subsequence expenses related to the fixed asset, including repairing, and rebuilding, etc, shall be accounted into cost of fixed assets when they are satisfying the conditions of recognition. The replaced part of the assets shall be terminated to recognition of book value; if the recognition condition is not satisfied, shall be accounted into current gain/loss account at occurring. Except for the fixed assets which have been fully depreciated but still in use, the Group provides depreciation on all fixed assets. Straight age basis is adopted in depreciation, and accounted into costs of related assets or current expenses. The depreciation age, expected ratio of retained value, and annual depreciation ratio are as the following:

Annual Categories Depreciation age Expected ratio of depreciation ratio No. (yrs) retained value % (%)

1 Houses & plants 10–50 5-10 1.8-9.5

2 Equipment & machinery 10–20 5-10 4.5-9.5

3 Transportation equipment 5–10 5 9.5-19

4 Office appliances 5–10 5 9.5-19

The Group performs verification on the depreciation age, expected ratio of retained value, and annual depreciation ratio at end of each fiscal year. Any change will be treated as change of accounting estimation. When fixed asset is disposed, or made no financial benefit by using or disposing it, recognition is terminated. Income from disposal, transferring, discarding of fixed assets, less its book value and taxes, is accounted into current income account. 16. Construction in process Constructions in process are measured on actual costs. Construction projects by the Group itself are measured upon direct materials, wages, and construction fee; outsourced projects are measured upon project consideration; equipment is measured upon the value of equipment, installation fee, and test expenses. Cost of construction in process includes borrowing expenses and exchange gain/loss to be capitalized. On the date when a construction in process became usable, it will be transferred to fixed assets or other long-term asset according to the budget and cost on their estimated value, and depreciation shall begin in the very next month. The difference of original value of the fixed asset shall be adjusted upon completion of acceptance procedures. 17. Borrowing expenses Borrowing expenses include borrowing interests, amortizing of discount or premium, auxiliary expenses, and exchange balances due to borrowings in foreign currencies. Borrowing expenses that can be attributed for purchasing or construction of assets that are complying with capitalizing conditions start to be capitalized when the payment of asset and borrowing

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Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) expenses have already occurred, and the purchasing or production activities in purpose of make the asset usable have started; Capitalizing will be terminated as soon as the asset that complying with capitalizing conditions has reached its usable or saleable status. The other borrowing expenses are recognized as expenses when occurred. Assets satisfying conditions of capitalization refer to the fixed assets, investment property and inventory, which need a long period of time (usually over one year) to be made usable or sellable. In property development projects, purchasing or production activities aiming at making the property usable or sellable are defined aswhose land rights are acquired, and constructions (eg. Foundation engineering or other substantial construction)have been started. The state of usable or sellable refers to receiving of the construction project completion filing receipt. Interest expenses practically occurred at the current term of a special borrowing are capitalized after deducting of the bank saving interest of unused borrowed fund or provisional investment gains; Capitalization amounts of common borrowings are decided by the weighted average of exceeding part of accumulated asset expenses over the special borrowing assets multiply the capitalizing rate of common borrowings adopted. Capitalization rates are decided by the weighted average of common borrowings. If purchasing, construction, or manufacturing process of an asset satisfying the conditions of capitalization is suspended abnormally for over 3 months, capitalizing of borrowing expenses shall be suspended until the purchasing, construction, or manufacturing process is resumed. 18. Intangible assets Intangible assets of the Group are those land using rights and software acquired for self-use. Land using rights for business operation are accounted as inventories. Intangible assets are initially measured by their costs. Intangible assets purchased are booked at the actual cost to purchase and relative expenses. Intangible assets inputted by investors are booked at the contract or agreement price, but if the contract or agreement price is not fairly acceptable, it will be booked at fair value. Land using rights are amortized straightly to the usable years since the date of acquiring; software and other intangible assets are amortized straightly to the shortest one of anticipated useful years, beneficiary years stipulated by contracts, and legal effective years. The amortized amounts shall be accounted into cost of related assets and current gain/loss according to the beneficiary objects. As for those intangible assets with limited service life, their anticipated service life and amortizing basis shall be revised at end of each fiscal year. Changes shall be treated as change of accounting estimation if any. The anticipated useful age of intangible asset with uncertain service life shall be revised in each fiscal term. If there is evidence showing that the useful life is limited, then it will be estimated and amortized to the period. 19. Impairment of non-financial long-term assets The Group performs verifications on subjects such as long-term equity investments, fixed assets, constructions in process, and intangible assets with limited useful life. Whenever one or more of the following evidences indicating that impairment has happened, the impairment test shall be performed. Impairment tests will be undertaken upon goodwill and intangible assets with uncertain useful life, whether or not there is evidence of impairment. If it is hard to measure the retrievable amount of a single asset, it shall be tested along with a portfolio of assets. If the book value of an asset is greater than its retrievable amount, the difference shall be

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Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) recognized as impairment loss. Once impairment losses have been recognized with the above-said assets, they are not written back in successive fiscal periods. Retrievable amount of asset refers to the higher one of the net amount of fair value minus disposal expense and the current value of anticipated future cash flow of the asset. Evidences of impairments: (1) When the market price of an asset has declined significantly, and the scale of decline is obviously greater than the anticipated scale of decline upon time or normal use; (2) When there could be major change with the economical, technical or legislative environment and the market of the asset in current time or a close future, therefore negative influence could be made on the enterprise; (3) Market interest or other reward rate in other market has increased, therefore influences the discount ratio of current value of anticipated future cash flow, which may cause major decrease of retrievable amount of the asset; (4) There is evidence showing that the asset is out of date or has been damaged; (5) The asset has already been or will be put into idle, suspended, or disposed of in advance; (6) If there is any internal report showing that the economical performance has been or will be lower than it was expected, e.g. the net cash flow or operational profit (or loss) the asset contributed is far lower (or higher) than it was expected; (7) Other evidence showing that impairment could have occurred. 20. Goodwill Goodwill is the difference of the investment cost or cost of merger under different control over the share of recognizable net asset fair value at the date of acquisition of the acquired entity. Goodwill related to subsidiaries are presented individually in consolidated financial statements, goodwill related to affiliates are included in the book value of long-term equity investment. 21. Long-term amortizable expenses Long-term amortizable expenses are those already occurred and amortizable to the current term and successive terms for over one year (not included). Long-term amortizable expenses are evenly amortized to the benefit period. In case the long-term amortizable expense item is not benefiting the successive periods, the retained value shall be transferred to current gain/loss account in whole. 22. Employees’ remunerations Employees’ wages payable are recognized as liabilities in the fiscal period when the employees are providing services to the Group. It will be accounted into cost and expenses of related assets according to the beneficiary object which is served by particular employee. Compensations for dismissing of service contract with employees shall be accounted into current gain/loss. Employees’ wages are including the expenses that related to the service of the employees, such as salaries, bonus, allowances, welfare, social security, housing fund, trade union allowance, and training fee. If the service of an employee is dismissed before expiration of the service contract, or as compensation proposal for voluntary resign of employee, if the Group has already produced plan to dismiss their service or proposed compensation scheme, and will be put into operation, and the Group is not able to dismiss the service contract or lay-off proposal, the anticipated

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Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) liability shall be recognized on the compensations to the employees to be dismissed, and accounted into current gain/loss. 23. Equity instrument Equity instrument refers to the contract indicating that the Group is holding the retained equity of an asset after deducting of all liabilities. Transaction expenses occurred in issuing of equity instruments by the merger parties shall be reduced from the premium of equity instruments, if it is not sufficient to be reduced, the retained gains shall be reduced. For the other equity instruments, the consideration received by issuing shall be added to shareholders’ equity after deducting of transaction expenses. Consideration and transaction expense at repurchasing of equity instruments are reduced from shareholders’ equity. No gains or losses are recognized at issuing, repurchasing, disposing, or canceling of equity instruments. Allocations made by the Group against equity instruments (exclude share dividends), is reduced from the shareholders’ equity. The Group doesn’t recognize the fluctuate amount of fair value of equity instruments. 24. Expected liabilities Liabilities are recognized when all of the following conditions are satisfied by business operation regarding contingent issues such as external guarantee, discounting of commercial drafts, unsettled lawsuit or arbitrations, and quality warrant: It is an contemporary obligation the Group undertakes; executing of the obligation may cause benefit outflow; the amount of the obligation can be measured reliably. Expected liabilities are initially measured at the best estimation on the expenses to exercise the current responsibility, and with considerations to the relative risks, uncertainty, and periodic value of currency. When the periodic value of currency is with major influence, then the best estimation will be determined at the discount of future cash outflow. The book value of expected liability is revised at balance sheet day, and adjustment will be made to reflect current best estimation. 25. Revenue recognition (1) Principles to recognize revenue: business revenues of the Group are mainly sales of property products, rental, property management fee, public facilities (power supply) and construction contracts. Revenue recognition principles are as follow: 1) Property product revenue is recognized when the following conditions are satisfied: A. The sales contract is filed by the authority of land administration; B. Completion and reception of the property; C. All of the payments or rights on the payment from buyers of property have been obtained by the company (e.g. the bank has issued written approval to accept the mortgage); D. Handover procedures have been completed, or it may be regarded as accepted by the buyer according to the property trade contract. 2) Rental income: rental incomes from investment property are recognized on straight basis to the periods of rental as set by the contract. 3) Public utility service income: recognized as the power supplying has been done, and the related financial benefits can inflow and be measured reliably. 4) Property management fee: recognized when service has been delivered, the related monetary

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Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) benefit can inflow to the company, and both of the income and cost can be measured reliably. 26. Construction contracts Construction contract incomes and costs are recognized on percentage basis at balance sheet day when the income could be measured reliably, the monetary benefit may inflow to the Group, actual costs could be divided and measured significantly, the completed costs and expected successive costs could be determined reliably. When percentage basis is adopted, the percentage of progress is determined by the ratio of cost already occurred on expected total cost / completed workload on planned total workload, or actually measured progress. If the results of construction contract are not able to reliably estimated, but the costs can be recovered, income shall be recognized at the cost actually recovered, contract costs are recognized as contract expenses at current term; if the costs are not recoverable, they are recognized instantly as contract cost rather than contract income. Construction contracts are verified at end of each term. Loss provisions are provided whenever the expected total cost of a construction contract will be greater than the expected total income. The expected loss is recognized as current gain/loss. 27. Government subsidy Government subsidies are those monetary or non-monetary capital received from the government without any consideration. Government subsidies are recognized as soon as the conditions attached to them are satisfied and the payment are received. Government subsidies in term of monetary capital are measured at actual amount. Government subsidies on fixed amount or expected to be receivable as long as the conditions will certainly be satisfied, are measured at receivable amount. Government subsidies in term of non-monetary capital shall be measured at fair value. If no fair value could be reliably obtained, it shall be measured at nominal value (RMB1.00). Government subsidies are also categorized as asset-related subsidies and income-related subsidies. Asset-related subsidies are those obtained by the Group for the purpose of purchasing or constructing of long-term assets; while the income-related subsidies are those other than asset-related subsidies. In case there is no such statement about the nature of subsidy in the government document, the Group will recognize with above principles. Asset-related government subsidies are recognized as deferred income, and accounted on average basis to current gain/loss for the useful life of the asset. Income-related government subsidies are recognized as deferred income when they are used to compensate expenses or losses in future period, and accounted to gain/loss account of the related period; whereas accounted to current gain/loss when they are used to compensate expenses or losses already occurred. 28. Deferred income tax asset and deferred income tax liability The Group calculates and recognizes the deferred income tax assets and liabilities basing on the differences between the tax base and their book value (provisional difference). No deferred income tax asset is recognized by the Group if it is deductible in succeeding periods according to the law. Deferred income tax asset generated by temporary deductible differences is recognized to the

109

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) extent of taxable income that is possibly deducted from temporary deductible difference. For deferred income tax asset which has already been recognized, as long as it is possible that no enough taxable income will be obtained in the future period, the book value of the deferred income tax asset shall be deducted. Whenever obtaining of taxable income became possible, the reduced amount shall be restored. 29. Leases The Group categorizes the leasing businesses to finance leasing and operational leasing at the date of occurring. Finance leasing refers to those leased assets with all of risks and rewards attached to them being practically transferred. When the Group is the lessee, the book value of the leased asset will be the lower one of fair value and the current value of lowest rental payment; while the lowest rental payment will be booked as long-term payable account; the difference between the above two will be recorded as un-recognized financial expenses. Operational leasing refers to leased assets other than finance leasing. When the Group is the lessee, the rental shall be accounted into asset cost or current gain/loss on straight basis; while the Group is the leaser, the rental shall be accounted as revenue on straight basis to the rental period. 30. Accounting of income tax Liability method is adopted in accounting of income tax in the balance sheet. Income tax expense consists of current year income tax and deferred income tax. Except for the current year income tax which is accounted into shareholders’ equity, and the deferred tax into shareholders’ equity, and the deferred income tax due to merger of entities used to adjust the book value of goodwill, other current year income tax and deferred income tax are accounted into current gain/loss. Current year income tax refers to the amount of tax payable to the tax bureau upon the trade and transactions occurred in current year, i.e. tax payable. Deferred tax refers to the difference between the deferred income tax asset recognized on the basis of balance sheet liability basis and the payable amount of deferred income tax liability at the end of year. 31. Segment information Business segments are decided according to the organization structure, management requirement and internal reporting system. Reporting segments are decided according to business segments. Business segments refer to the components within the group satisfying the following conditions: the component is able to contribute income in daily operation and costs as well; it is possible for the management to evaluate the business results, so that it could be decided to allocate resources; financial position, business performance and cash flow information may be acquired by the company. Transactions among segments are decided upon market prices, common expenses are allocated on rational portions, except for those could not be allocated. 32. Accounting basis for transferring of financial assets and securitization of non-financial assets When financial assets are transferred, judgment shall be done upon all of the risks and rewards attached to the financial assets: when all of them are transferred, the financial asset shall be terminated; almost all of the risks and rewards attached to the financial asset are reserved, it

110

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) will not be terminated; If neither transferring nor reserving of all the risks and rewards happened, the level of control power shall be determined: when the control power on the asset is abandoned, it will be terminated; if the control power is not abandoned, the level of involvement shall be decided to recognize the amount of assets and liabilities. When the financial asset is satisfying the conditions of overall terminating recognition, the difference between the consideration and book value shall be accounted into current gain/loss account. The accumulated variation of fair value of the financial asset shall be transferred to current gain/loss too;when the conditions of partial transferring are satisfied, the fair values of the terminated part and the non-terminated part are separated, and the separated book value shall be used as reference to the overall transferring. If no condition of termination is satisfied, the consideration shall be recognized as a financial liability. 33. Remarks on main accounting estimations The Group adopts a number of estimations and assumptions at preparing of financial statements, these estimations and assumptions could make influences on the application of accounting policies and amounts of assets, liabilities, revenue, and expenses. Actual situation may be different with these estimations. Management of the Group will perform continuous evaluation on the judgment of key assumptions and uncertain factors. Influences of change in accounting estimations will be recognized in the current term or the future term. The following estimations and assumptions could cause major risks on adjusting of the book value of assets and liabilities in future periods. (1) Impairment of account receivable The Group measures account receivable upon the retained costs at balance sheet day to evaluate whether impairment has occurred, and the amount of impairment. Objective evidences of impairment include observable data which indicates great decline of future cash flow with individual or portfolio of receivable accounts, or data shows significant negative situation of the debtor. Whenever there is evidence showing that the value of particular receivable account has recovered, and practically related to the issue which had been recognized, the impairment loss recognized originally shall be restored. (2) Inventory impairment provision The Group evaluates the realizable net value of inventories on a regular base, and the difference of inventory cost over the realizable value will be recognized as inventory impairment loss. When the Group is estimating the realizable net value of an inventory, it is decided upon the amount of anticipated sales price minus costs to completion, sales expenses and taxes. If the actual selling price or cost is different to the estimated amounts, the management shall adjust the realizable net value accordingly. Therefore the estimated results upon current experience may be different with those of in the future, which may cause adjustment on the book values of balance sheet. Thus the amount of inventory impairment provision could change along with the aforesaid situation. Adjustment on inventory impairment provision will therefore influence the gain/loss account of current term. (3) Accounting estimation of goodwill impairment provision The Group performs impairment test on goodwill items. Accounting estimations are used to determine the current value of future cash flow, which is the retrievable amount of the group of assets. If the management is revising the gross interest rate adopted in accounting of future cash flow of an asset group or portfolio of groups, additional impairment provision shall be provided on goodwill if the revised gross interest rate is lower than the current one.

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Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) If the management is revising the discount rate before tax which is applying on the cash flow, additional impairment provision shall be provided on goodwill if the revised discount rate before tax is higher than the current one. If the actual gross interest rate or discount rate before tax is higher or lower than the estimation of management, the Group doesn’t write back the impairment loss of goodwill which has been provided previously. (4) Accounting estimation of fixed asset impairment provision Impairment test is done upon fixed assets such as houses and plants, and equipment, which are showing evidence of impairment. Retrievable amount of fixed asset is the higher one of current value of anticipated cash flow and fair value of the asset after deducting of disposal expenses, accounting estimation is adopted in accounting of this subject. If the management is revising the gross interest rate adopted in accounting of future cash flow of an asset group or portfolio of groups, additional impairment provision shall be provided on the fixed asset if the revised gross interest rate is lower than the current one. If the management is revising the discount rate before tax which is applying on the cash flow, additional impairment provision shall be provided on the fixed asset if the revised discount rate before tax is higher than the current one. If the actual gross interest rate or discount rate before tax is higher or lower than the estimation of management, the Group doesn’t write back the impairment loss of fixed asset which has been provided previously. (5) Accounting estimation of recognition of deferred income tax assets Estimation of deferred income tax asset is basing on the estimation of tax payable and applicable tax rate of each year, actualizing of the deferred income tax asset is dependent on whether the Group could obtain sufficient taxable income. Change of future tax rate and writing back of provisional difference could influence the income tax expense (income) and balance of deferred income tax. These changes in estimation could cause major adjustment on deferred income tax. (6) Usable life of fixed and intangible assets The Group revises the anticipated useful life of fixed assets and intangible assets as least once at end of each year. Useful life is decided by the management basing on historical experiences about similar assets, and with reference to the estimation wildly adopted in the industry as well as expected technical upgrading. Depreciation expenses and amortized expenses of future periods are adjusted as soon as major changes happened to previous estimations.

III. Alteration of Accounting Policies and Estimations

1. No alteration of accounting policies or estimations occurred in the report period 2. Impact of alteration of accounting policies and estimations In the original estimation of bad debt provisions provided on receivable accounts, the recognition standard was relatively high and the age classification was complicated. For the purpose of improving the practice of bad debt provision, the 3rd provisional meeting 2013 of the 7th Board had approved the proposal of revising the accounting estimation regarding providing of bad debt provisions, which was thereafter approved by the 7th Supervisory Committee at the 8th meeting of 2013. The revising of policies on bad debt provisions was mainly about:

112

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 1. Recognition of single receivable account with major amount was formally RMB10 million, which was changed to RMB5 million. 2. The rate of bad debt provision on age basis for portfolio II was adjusted as the following:

Age Rate of provision on receivable Rate of provision on receivable accounts %

accounts % - before - after within 3 months (include) 1 2 3-6 months 2

6-9 months 3 5 9-12 months 5

1-2 years 10 20

2-3 years 30 50

3-4 years 50

4-5 years 80 100 over 5 yrs 100

IV. Taxation

Class of tax Tax basis Tax rate Enterprise income tax Taxable income Note 1 Operational tax Income from sales or leasing of property 5% Income from sales of goods (Note 2) 17% VAT Income from sales of goods and power 17% supply(Note 2) On Excess Ratio Progressive of Income from property sales – amount of Land VAT Tax Rate deducted items 30%-60% Amount received for land using rights and Contract tax 3% estates 70% of the original value of estates or Property tax 1.2% or 12% rental(Note 3) City maintenance and Operational tax (or VAT paid) 1%-7% construction tax Education surtax Operational tax (or VAT paid) 3%

Note 1: According to Tax Regulations of Hong Kong, the income tax rate on the subsidiaries of the Company located in Hong Kong is 16.5%, while the income tax rate on other subsidiaries is 25%. Note 2: VAT amount is the balance of output tax less deductible input tax. Output tax is calculated basing on the sales income and related tax rates provided by tax law. Note 3: Property taxes are paid upon 70% of the original value of fixed property and rental property times statutory tax rate, or rental income times statutory tax rate. Newly constructed

113

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) properties are free of property tax for the first three years upon completion after filed to the tax authority.

114

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

V. Enterprise consolidation and consolidated financial statements (I) Subsidiaries

Subsidiaries acquired from merger of enterprises under common control Property Zhangzhou China Merchants Properties Co., Ltd. Ltd. liability Zhangzhou RMB45,000 Property development and sales 22,950.00 51.00 51.00 Yes 325,031,109.56 development Property Property management, decoration, consultancy, property facility Zhangzhou CM Property Management Ltd. Ltd. liability Zhangzhou RMB50 50.00 100.00 100.00 Yes Not applicable Not applicable management sales, maintenance, property leasing and agency Property Zhangzhou CM Honglong Property Ltd. Ltd. liability Zhangzhou RMB4,000 Property development and sales 4,132.72 100.00 100.00 Yes Not applicable Not applicable development Eureka Investment Company Ltd. Ltd. liability HK Investment HKD160,000 Investment 130,132.45 100.00 100.00 Yes Not applicable Not applicable Property Shenzhen China Merchants Property Co., Ltd. Ltd. liability Shenzhen RMB300,000 Property development and sales 375,747.00 100.00 100.00 Yes Not applicable Not applicable development Shenzhen CM Power Supply Co., Ltd. Ltd. liability Shenzhen Power supply RMB5,700 Power supply and sales 59,297.80 100.00 100.00 Yes Not applicable Not applicable Property Property management, decoration, consultancy, property facility China Merchants Property Management Co., Ltd. Ltd. liability Shenzhen RMB2,500 16,920.00 100.00 100.00 Yes Not applicable Not applicable management sales, maintenance, property leasing and agency Measurenment& Special measurement technologies authorized by Shenzhen Shenzhen China Merchants Electric Power Measurement Co., Ltd. Ltd. liability Shenzhen RMB150 150.00 100.00 100.00 Yes Not applicable Not applicable test Quality and Technical Supervisory Bureau Property Property management, decoration, consultancy, property facility Shenzhen China Merchants Property Management Co., Ltd. Ltd. liability Shenzhen RMB1,120 1,120.00 100.00 100.00 Yes Not applicable Not applicable management sales, maintenance, property leasing and agency Property Operating and developing of land T105-0114 located in ShekouXinghua Industrial Holdings Co., Ltd. Ltd. liability Shenzhen HKD4,742 3,688.71 65.07 65.07 Yes 42,046,009.47 development Shekou, renting and managing of own properties Property Developing of land SKN401 located in Shekou, construction of ShekouZhaofa Property Co., Ltd. Ltd. liability Shenzhen RMB3,600 3,600.00 100.00 100.00 Yes Not applicable Not applicable management commerce buildings and facilities Property Shenzhen CM Qile Property Management Ltd. Ltd. liability Shenzhen RMB200 Managing of propoerties under possession 120.00 60.00 60.00 Yes -1,936,145.96 2,736,145.96 management

Subsidiaries acquired from merger of enterprises under different control Tianjin Guojun Investment Co., Ltd. liability Tianjin Property RMB10,000 Property development 30,055.21 100.00 100.00 Yes Not applicable Not applicable

115

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Balance of other items Amount for deducting Actual investment at Share Voting Minor Type of Business Registered capital actually formed net minor shareholder’s equity in Name of companies Reg. Add. Business Scope end of year proportion rights Consolidated? shareholders’ equity business Property (RMB0’000) investment in the the minor shareholder’s (RMB0’000) (%) (%) at year end subsidiaries equity Ltd.(Note 1) development Property Tianjin CM Taida Investment Co., Ltd. Ltd. liability Tianjin RMB30,000 Investing in property development by its own capital 18,000.00 60.00 60.00 Yes 88,026,633.60 31,973,366.40 development Property Investment in property development, high-tech, construction, Tianjin Zhaojiang Investment Co., Ltd. Ltd. liability Tianjin RMB3,000 2,310.00 77.00 77.00 Yes 7,078,114.95 development gardenning by its own capital Property development, property management, agency, interior Property Ha’erbin CM Jiatian Property Development Co., Ltd. Ltd. liability Harbin RMB5,000 decoration, investment in commerce and education, property 8,025.00 50.00 50.00 Yes 12,568,221.14 67,681,778.86 development leasing Ha’erbinYinkai Property Development Property Ltd. liability Harbin RMB2,000 Property development 340.00 85.00 85.00 Yes 38,028,378.75 16,449.51 Co., Ltd (Note 1) development Property Qingdao Zhongrunde Auto Trade Co., Ltd. Ltd. liability Qingdao RMB2,640 Property development and sales 1,837.30 51.00 51.00 Yes 156,493,862.83 20,032,803.79 development Property Property development, interinal decoration service, trade of Shanghai CM Fengrui Property Ltd. Ltd. liability Shanghai RMB1,000 1,000.00 100.00 100.00 Yes Not applicable Not applicable development construction materials Property Shanghai Fengyang Property Development Co., Ltd. Ltd. liability Shanghai RMB3,000 Property development and sales 35,325.00 60.00 60.00 Yes 308,209,766.77 development Property Property development, sales, rent, decoration, agency, property Yunnan CM Chengtou Property Co., Ltd. Ltd. liability Kunming RMB1,000 600.00 60.00 60.00 Yes -6,579,163.05 10,579,163.05 development management FoshanKaidacheng Investment Property Ltd. liability Foshan RMB1,000 Property development 10,510.00 51.00 51.00 Yes 88,300,523.24 12,673,531.10 Development Co., Ltd. (Note 2) development Shareholding Cayman CM Land Property Co., LTd. (Note 3) Investment HKD30,000 Investment and shareholding 475,799.56 74.35 74.35 Yes 2,075,109,818.07 Ltd. Islands Huaxian Co., Ltd. Ltd. liability HK Investment HKD1 Investment 0.81 100.00 100.00 Yes Not applicable Not applicable Chuangjinli Co., Ltd. Ltd. liability HK Investment HKD1 Investment 0.81 100.00 100.00 Yes Not applicable Not applicable Hotel service consultancy and training, hotel operation, restaurant, Shenzhen Haitao Hotel Co., Ltd. Ltd. liability Shenzhen Hotel service RMB600 1,098.37 100.00 100.00 Yes Not applicable Not applicable laundry, entertainment and grocery store Property Shenzhen WankeBinhai Property Co., Ltd. Ltd. liability Shenzhen RMB100,000 Real-estate development and operation on legal lands 50,050.00 50.00 50.00 Yes 478,001,641.97 22,498,358.03 development Property Shenzhen Meiyue Properties Consultants Co., Ltd. Ltd. liability Shenzhen RMB100 Property development 8,266.60 100.00 100.00 Yes Not applicable Not applicable development Shenzhen CM Ruide Property Co., Ltd. Ltd. liability Shenzhen Property RMB1000 Property development, agency, investment of industry 11,755.00 51.00 51.00 Yes 130,941,276.11 765,515.48

116

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Subsidiaries acquired by other means Property CM Property (Beijing) Ltd. Ltd. liability Beijing RMB3,000 Property development and sales 3,000.00 100.00 100.00 Yes Not applicable Not applicable development Managing and operating of Hanghua Technologies and Trade Property Center including the parking lot, property management, Beijing CM Property Management Co., Ltd. Ltd. liability Beijing RMB500 400.00 80.00 80.00 Yes 5,009,617.73 management redecoration, consulting, sales of property equipment, and maintainance Property Property development, interior decoration, sales of construction CM Jiaming (Beijing) Property Development Co., Ltd. Ltd. liability Beijing RMB35,000 17,500.00 50.00 50.00 Yes 1,083,696,920.33 development material, import and export of technologies Property Property development, sales of its products, hotel development, Beijing Kanglade Property Development Co., Ltd. Ltd. liability Beijing RMB38,000 22,800.00 60.00 60.00 Yes 86,371,797.60 65,628,202.40 development import & export of goods and technologies Beijing CM Mingjia Property Property Ltd. liability Beijing RMB1,000 Property development 700.00 70.00 70.00 Yes 2,999,560.05 439.95 Development Co., Ltd. (Note 4) development Property TianjingZhaosheng Property Co., Ltd. Ltd. liability Tianjin RMB3,000 Property development, sales, and services 3,000.00 100.00 100.00 Yes Not applicable Not applicable development Property Tianjin China Merchants Properties Co., Ltd. Ltd. liability Tianjin RMB4,000 Property development, sales, and services 3,000.00 75.00 75.00 Yes 11,142,732.16 development Property Property development, sales, leasing, management and Tianjin Gangwei Property Development Co., Ltd. Ltd. liability Tianjin RMB3,000 3,000.00 100.00 100.00 Yes Not applicable Not applicable development information service Tianjin Yongjingwan Property Property Ltd. liability Tianjin RMB6,000 Property development 6,000.00 100.00 100.00 Yes Not applicable Not applicable Development Co., Ltd. (Note 5) development Dalian Zhaoyu Property Co., Ltd. Property Ltd. liability Dalian RMB3,000 Property development 1,530.00 51.00 51.00 Yes 710,994.12 13,989,005.88 (Note 6) development Property Property development and management; construction and Qingdao Zhongrun deProperty Co., Ltd. Ltd. liability Qingdao RMB1,000 1,000.00 100.00 100.00 Yes Not applicable Not applicable development decoration Development of the project located to the east of line 48, to the south Property of Tongshun Road, to the west of Hexin Road, and to the north of Qingdao Haide Property Development Co., Ltd. Ltd. liability Qingdao USD4,000 24,944.98 100.00 100.00 Yes Not applicable Not applicable development Haiyuan Road (G-2012-030), sales and lease of property; property service; interior and exterior decoration China Merchants Property (Rizhao) Ltd. liability Rizhao Property RMB3,000 Property development 3,000.00 100.00 100.00 Yes Not applicable Not applicable

117

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Balance of other items Amount for deducting Actual investment at Share Voting Minor Type of Business Registered capital actually formed net minor shareholder’s equity in Name of companies Reg. Add. Business Scope end of year proportion rights Consolidated? shareholders’ equity business Property (RMB0’000) investment in the the minor shareholder’s (RMB0’000) (%) (%) at year end subsidiaries equity Co., Ltd. Note 7 development CM Property (Yantai) Co., Ltd. (Note Property Ltd. liability Yantai USD9,995 Property development 35,316.21 100.00 100.00 Yes Not applicable Not applicable 8) development Hangzhou Zhujia Property Property Ltd. liability Hangzhou RMB10,000 Property development 10,000.00 100.00 100.00 Yes Not applicable Not applicable Development Co., Ltd. (Note 9) development China Merchants Property (Hangzhou) Property Ltd. liability Hangzhou RMB50,000 Property development 2,000.00 100.00 100.00 Yes Not applicable Not applicable Co., Ltd. (Note 10) development Property Property management, decoration, consultancy, property facility Nanjing CM Property Management Co., Ltd. Ltd. liability Nanjing RMB500 500.00 100.00 100.00 Yes Not applicable Not applicable management sales, maintenance, property leasing and agency Property CM Property (Nanjing) Ltd. Ltd. liability Nanjing RMB3,000 Property development, sales, and services 3,000.00 100.00 100.00 Yes Not applicable Not applicable development Property Property development, property management, project Nanjing China Merchants Ruisheng Property Co., Ltd. Ltd. liability Nanjing RMB3,000 3,000.00 100.00 100.00 Yes Not applicable Not applicable development investment , property agency Property Shanghai China Merchants Properties Co., Ltd. Ltd. liability Shanghai RMB3,000 Property development and sales of construction materials 3,000.00 100.00 100.00 Yes Not applicable Not applicable development Property management, decoration, consultancy, property facility Shanghai CM Property Management Co., Ltd. Ltd. liability Shanghai Property USD62 512.92 100.00 100.00 Yes Not applicable Not applicable sales, maintenance, property leasing and agency Property Property development, interior decoration, trade of construction Shanghai CM Minsheng Property Ltd. Ltd. liability Shanghai RMB3,000 3,000.00 100.00 100.00 Yes Not applicable Not applicable development materials Property Property development, interior decoration, trade of construction Shanghai CM Fengsheng Property Ltd. Ltd. liability Shanghai RMB3,000 3,000.00 100.00 100.00 Yes Not applicable Not applicable development materials Property Shanghai China Merchants Real-estates Co., Ltd. Ltd. liability Shanghai RMB3,000 Property development, sales, and services 3,000.00 100.00 100.00 Yes Not applicable Not applicable development Property Property development, rent of properties, property management, Shanghai Jingyuan Property Development Co., Ltd. Ltd. liability Shanghai RMB55,500 30,525.00 55.00 55.00 Yes 136,718,744.67 113,031,255.33 development interior decoration Property Property development, management, leasing, decoration and Shanghai CM Hongfa Property Co., Ltd. Ltd. liability Shanghai RMB3,000 3,000.00 100.00 100.00 Yes Not applicable Not applicable development design, information consulting, parking lot service Property CM Property (Suzhou) Co., Ltd. Ltd. liability Suzhou RMB3,000 Property development, operation and sales 3,000.00 100.00 100.00 Yes Not applicable Not applicable development Property Suzhou CM Nanshan Property Co., Ltd. Ltd. liability Suzhou RMB10,000 Property development, sales, and services 6,000.00 60.00 60.00 Yes 106,543,429.10 development

118

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Balance of other items Amount for deducting Actual investment at Share Voting Minor Type of Business Registered capital actually formed net minor shareholder’s equity in Name of companies Reg. Add. Business Scope end of year proportion rights Consolidated? shareholders’ equity business Property (RMB0’000) investment in the the minor shareholder’s (RMB0’000) (%) (%) at year end subsidiaries equity Property Property development, management, leasing, decoration and Suzhou CM Yonghuafu Property Co., Ltd. Ltd. liability Suzhou RMB3,000 3,000.00 100.00 100.00 Yes Not applicable Not applicable development design, information consulting, parking lot service Property Property developing, sales, and after-sale services within the Suzhou Shuanghu Property Co., Ltd. Ltd. liability Suzhou USD24,400 86,729.99 50.00 50.00 Yes 954,476,087.40 development authorized land Suzhou CM Yishanjun Property Co., Property Ltd. liability Suzhou RMB3,000 Property development 3,000.00 100.00 100.00 Yes Not applicable Not applicable Ltd. (Note 11) development Zhenjiang Nanshan Creative Industry Property Ltd. liability Zhenjiang RMB5,000 Property development 3,000.00 60.00 60.00 Yes 19,753,128.45 246,871.55 Park Development Co., Ltd. (Note 12) development Property Property development, property management, project Zhenjiang Yingsheng Property Development Co., Ltd. Ltd. liability Zhenjiang USD11,800 75,481.70 100.00 100.00 Yes Not applicable Not applicable development investment , property agency Property Property development, rent of properties, property management, CM Property (Changzhou) Co., Ltd. Ltd. liability Changzhou RMB3,000 3,000.00 100.00 100.00 Yes Not applicable Not applicable development interior decoration, business consultancy, parking lot management Property development, property rent and sales, property Property FujanZhongliansheng Property Development Co., Ltd. Ltd. liability Xiamen RMB5,000 management, construction works, interior decoration, rent of 2,500.00 50.00 50.00 Yes 97,663,599.52 development construction equipment Property Property development, rent and sales, property service, China Merchants Property (Xiamen) Co., Ltd. Ltd. liability Xiamen RMB5,000 5,000.00 100.00 100.00 Yes Not applicable Not applicable development construction works, interior service, sales of construction materials Property Property development, property management, project China Merchants Property (Wuhan) Co., Ltd. Ltd. liability Wuhan RMB3,000 3,000.00 100.00 100.00 Yes Not applicable Not applicable development investment , property agency Property Property management, decoration, consultancy, property facility Wuhan CM Property Management Co., Ltd. Ltd. liability Wuhan RMB500 500.00 100.00 100.00 Yes Not applicable Not applicable management sales, maintenance, property leasing and agency Property Property development, sales and lease, property service, interior Wuhan Xinde Property Development Co., Ltd. Ltd. liability Wuhan USD9,800 90,576.48 100.00 100.00 Yes Not applicable Not applicable development and exterior decoration Property Property development, sales and lease, property service, interior Wuhan Aoming Property Development Co., Ltd. Ltd. liability Wuhan USD9,800 136,980.39 100.00 100.00 Yes Not applicable Not applicable development and exterior decoration Property Property development, sales and lease, property service, interior Wuhan Mingjie Property Development Co., Ltd. Ltd. liability Wuhan USD7,906 88,414.76 100.00 100.00 Yes Not applicable Not applicable development and exterior decoration Property Property development, project investment, property agency, and Chengdu China Merchants Beihu Property Co., Ltd. Ltd. liability Chengdu RMB5,000 5,000.00 100.00 100.00 Yes Not applicable Not applicable development management service Property Property development, property management, project Chengdu CM Property Co., Ltd. Ltd. liability Chengdu RMB1,000 1,000.00 100.00 100.00 Yes Not applicable Not applicable development investment , property agency Chengdu CM Beicheng Property Development Co., Ltd. Ltd. liability Chengdu Property RMB1,000 Property development, project investment, property agency, and 1,000.00 100.00 100.00 Yes Not applicable Not applicable

119

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Balance of other items Amount for deducting Actual investment at Share Voting Minor Type of Business Registered capital actually formed net minor shareholder’s equity in Name of companies Reg. Add. Business Scope end of year proportion rights Consolidated? shareholders’ equity business Property (RMB0’000) investment in the the minor shareholder’s (RMB0’000) (%) (%) at year end subsidiaries equity development management service Chengdu CM Longcheng Property Property Ltd. liability Chengdu RMB1,000 Property development 1,000.00 100.00 100.00 Yes Not applicable Not applicable Development Co., Ltd. (Note 13) development Property Property investment, sales and lease, property agency, interior and China Merchants Property (BijieGuizhou) Co., Ltd. Ltd. liability Guizhou RMB3,000 3,000.00 100.00 100.00 Yes Not applicable Not applicable development exterior decoration China Merchants Commercial Property Investment(BijieGuizhou) Co., Property Property investment, leasing, administration services, interior and Ltd. liability Guizhou RMB2,000 2,000.00 100.00 100.00 Yes Not applicable Not applicable Ltd. development exterior designing and decoration Property Property management, sales of property equipment, door to door Bijie CM Property Management Ltd. Ltd. liability Guizhou RMB300 300.00 100.00 100.00 Yes Not applicable Not applicable management maintainance service Property CM Property (Chongqing) Ltd. Ltd. liability Chongqing RMB3,000 Property development, leasing of self-owned properties 3,000.00 100.00 100.00 Yes Not applicable Not applicable development Property Property development, interinal decoration service, trade of CM Properties (Chongqing)Huayuancheng Co., Ltd. Ltd. liability Chongqing RMB3,000 3,000.00 100.00 100.00 Yes Not applicable Not applicable development construction materials Property Chongqing China Merchants Property Development Co., Ltd. Ltd. liability Chongqing USD53,400 Developing, leasing, sales and management of property 355,690.25 100.00 100.00 Yes Not applicable Not applicable development Chongqing CM Yiyun Property Co., Property Ltd. liability Chongqing RMB2,000 Property development 2,000.00 100.00 100.00 Yes Not applicable Not applicable Ltd. (Note 14) development Chongqing Yizhi CM Property Co., Property Ltd. liability Chongqing HKD23,200 Property development 182,950.56 100.00 100.00 Yes Not applicable Not applicable Ltd. (Note 15) development Property Foshan CM Xincheng High-tech Co., Ltd. Ltd. liability Foshan RMB1000 Property development, sales, and services 600.00 60.00 60.00 Yes 3,731,635.58 268,364.42 development Property FoshanXincheng Property Co., Ltd. Ltd. liability Foshan USD12,700 Property development, sales, and services 47,869.00 50.00 50.00 Yes 969,375,418.71 development Property FoshanXinjie Property Ltd. Ltd. liability Foshan USD21,980 Property development, sales, and services 151,157.80 100.00 100.00 Yes Not applicable Not applicable development Property Property development, construction, sales, rent, and property FoshanYiyun Property Co., Ltd. Ltd. liability Foshan RMB3,000 1,500.00 50.00 50.00 Yes 2,415,635.31 12,584,364.69 development management Property Developing, rent, and sales of propoerty on land <佛南 Foshan CM Jiulongcang Property Co., Ltd. Ltd. liability Foshan USD10,989.80 37,193.50 50.00 50.00 Yes 427,534,853.66 development (拍)2010-001，002，003> in NanhaiFoshan FoshanShundeYiyunDesheng Property Property Ltd. liability Foshan RMB1,000 Property development 1,000.00 100.00 100.00 Yes Not applicable Not applicable Co., Ltd. (Note 16) development

120

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Balance of other items Amount for deducting Actual investment at Share Voting Minor Type of Business Registered capital actually formed net minor shareholder’s equity in Name of companies Reg. Add. Business Scope end of year proportion rights Consolidated? shareholders’ equity business Property (RMB0’000) investment in the the minor shareholder’s (RMB0’000) (%) (%) at year end subsidiaries equity FoshanYiyunZhenyuan Property Co., Property Ltd. liability Foshan RMB550 Property development 550.00 100.00 100.00 Yes Not applicable Not applicable Ltd. (Note 17) development FoshanYiyunShangyuan Property Co., Property Ltd. liability Foshan RMB1,050 Property development 1,050.00 100.00 100.00 Yes Not applicable Not applicable Ltd. (Note 18) development Property Guangzhou Wanshang Property Development Co., Ltd. Ltd. liability Guangzhou RMB10,000 Property development and sales 3,400.00 34.00 51.00 Yes 52,780,108.29 13,219,891.71 development Property Guangzhou China Merchants Real-estate Co., Ltd. Ltd. liability Guangzhou RMB20,000 Specialized property development, leasing and sales 20,000.00 100.00 100.00 Yes Not applicable Not applicable development Property Zhuhai China Merchants Property Co., Ltd. Ltd. liability Zhuhai RMB800 Property development and sales 800.00 100.00 100.00 Yes Not applicable Not applicable development Property Zhuhai Yuanfeng Property Co., Ltd. Ltd. liability Zhuhai RMB800 Property development and sales 408.00 51.00 51.00 Yes 103,602,153.72 development Nanjing CM Haotian Property Co., Ltd. Property Ltd. liability Nanning RMB10,000 Property development 1,020.00 51.00 51.00 Yes 9,104,123.63 695,876.37 (Note 19) development Property Development of tourism projects, commercial projects, hotel Hainan CM Offshore Development Co., Ltd. Ltd. liability Qionghai RMB200,000 24,000.00 60.00 60.00 Yes 799,931,781.17 68,218.83 development management Property Sanya CM Property Co., Ltd. (Note 9) Ltd. liability Sanya RMB10,000 Property development 10,000.00 100.00 100.00 Yes Not applicable Not applicable development British Virgin Li Bang Shareholding Co., Ltd. Ltd. liability Investment USD0.0002 Investment 0.001 100.00 100.00 Yes Not applicable Not applicable Island British Virgin Juyang Co., Ltd. Ltd. liability Investment USD0.0002 Investment 0.001 100.00 100.00 Yes Not applicable Not applicable Island British Virgin Huihao Co., Ltd. Ltd. liability Investment USD0.0002 Investment 0.001 100.00 100.00 Yes Not applicable Not applicable Island British Virgin Huiyu Co., Ltd. Ltd. liability Investment USD0.0002 Investment 0.001 100.00 100.00 Yes Not applicable Not applicable Island British Virgin Zengtian Shareholding Co., Ltd. Ltd. liability Investment USD0.0002 Investment 0.001 100.00 100.00 Yes Not applicable Not applicable Island British Virgin Yinrong Co., Ltd. Ltd. liability Investment USD0.01 Investment 0.03 50.00 50.00 Yes 2,559,077,859.18 Island British Virgin Huiju Shareholding Co., Ltd. Ltd. liability Investment USD0.0002 Investment 0.001 100.00 100.00 Yes Not applicable Not applicable Island

121

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Balance of other items Amount for deducting Actual investment at Share Voting Minor Type of Business Registered capital actually formed net minor shareholder’s equity in Name of companies Reg. Add. Business Scope end of year proportion rights Consolidated? shareholders’ equity business Property (RMB0’000) investment in the the minor shareholder’s (RMB0’000) (%) (%) at year end subsidiaries equity British Virgin Jingji Co., Ltd. Ltd. liability Investment USD0.01 Investment 0.06 100.00 100.00 Yes Not applicable Not applicable Island British Virgin Chaocheng International Co., Ltd. Ltd. liability Investment USD0.01 Investment 0.06 100.00 100.00 Yes Not applicable Not applicable Island Yingze Development Co., Ltd. Ltd. liability HK Investment HKD1 Investment 0.85 100.00 100.00 Yes Not applicable Not applicable Leyi Shareholding Co., Ltd. Ltd. liability HK Investment USD0.01 Investment 0.06 100.00 100.00 Yes Not applicable Not applicable Yungao Co., Ltd. Ltd. liability HK Investment USD0.01 Investment 0.06 100.00 100.00 Yes Not applicable Not applicable JumboPacificHoldingLimited Ltd. liability HK Investment USD0.0001 Investment 0.0006 100.00 100.00 Yes Not applicable Not applicable UnionBloomLimited Ltd. liability HK Investment USD0.01 Investment 0.06 51.00 51.00 Yes -972,279.47 VastJointLimited Ltd. liability HK Investment USD0.01 Investment 0.06 51.00 51.00 Yes -17,109.84 17,419.76 Property Property management, decoration, consultancy, property facility CM Property Management (HK) Ltd. Ltd. liability HK HKD1 1.10 100.00 100.00 Yes Not applicable Not applicable management sales, maintenance, property leasing and agency Property KollMerchantsLimited Ltd. liability HK HKD 0.1 Cleanning service, facility maintanance, general trade 0.08 100.00 100.00 Yes Not applicable Not applicable management Property Property management, sales of property equipment, door to door CMK Property Management Co., Ltd. Ltd. liability HK HKD 10 8.11 100.00 100.00 Yes Not applicable Not applicable management maintainance service Oasis King Develop,emt Ltd. Ltd. liability HK Investment HKD0.01 Investment 0.01 100.00 100.00 Yes Not applicable Not applicable Union Winner Development Ltd. Ltd. liability HK Investment HKD0.01 Investment 0.01 100.00 100.00 Yes Not applicable Not applicable New Take Development Ltd. Ltd. liability HK Investment HKD0.01 Investment 0.01 100.00 100.00 Yes Not applicable Not applicable LSuccess Well Investments Ltd. Ltd. liability HK Investment USD0.01 Investment 0.06 100.00 100.00 Yes Not applicable Not applicable Rainbow Base International Ltd. Ltd. liability HK Investment HKD1 Investment 0.82 100.00 100.00 Yes Not applicable Not applicable Keen Right International Ltd. Ltd. liability HK Investment HKD1 Investment 0.82 100.00 100.00 Yes Not applicable Not applicable Most Growth Development Ltd. Ltd. liability HK Investment HKD0.01 Investment 0.01 100.00 100.00 Yes Not applicable Not applicable Cosmo City Ltd. Ltd. liability HK Investment HKD0.002 Investment 0.002 100.00 100.00 Yes Not applicable Not applicable Property Harpen Co.. Ltd. Ltd. liability HK HKD1 Property development, sales, and services 0.44 50.00 50.00 Yes 955,802,053.72 development Sino Action Investments Ltd. Ltd. liability HK Investment HKD 0.01 Investment 0.008 100.00 100.00 Yes Not applicable Not applicable Happy City Investments Ltd. Ltd. liability HK Investment HKD 0.01 Investment 0.008 100.00 100.00 Yes Not applicable Not applicable

122

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Balance of other items Amount for deducting Actual investment at Share Voting Minor Type of Business Registered capital actually formed net minor shareholder’s equity in Name of companies Reg. Add. Business Scope end of year proportion rights Consolidated? shareholders’ equity business Property (RMB0’000) investment in the the minor shareholder’s (RMB0’000) (%) (%) at year end subsidiaries equity Harvest Allied Investments Ltd. Ltd. liability HK Investment HKD 1.00 Investment 0.80 100.00 100.00 Yes Not applicable Not applicable Billion Turbo Investments Ltd. Ltd. liability HK Investment HKD0.01 Investment 0.008 100.00 100.00 Yes Not applicable Not applicable Hanyi Development Co., Ltd. Ltd. liability HK Investment HKD0.01 Investment 0.008 100.00 100.00 Yes Not applicable Not applicable Shengjin Development Co., Ltd. Ltd. liability HK Investment HKD0.01 Investment 0.008 100.00 100.00 Yes Not applicable Not applicable Property Property development, property management, project China Merchants Commercial Property Investment (Shenzhen)Co., Ltd. Ltd. liability Shenzhen RMB20,000 188,336.75 100.00 100.00 Yes Not applicable Not applicable development investment , property agency Property Shenzhen China Merchants Xin’an Properties Co., Ltd. Ltd. liability Shenzhen RMB2,500 Leasing of self-owned properties 3,680.30 100.00 100.00 Yes Not applicable Not applicable development Shenzhen Pingshan CM Property Co., Property Ltd. liability Shenzhen RMB1,400 Property development 1,400.00 100.00 100.00 Yes Not applicable Not applicable Ltd. (Note 21) development Shenzhen Meilun Hotel Management Co., Ltd. Ltd. liability Shenzhen Investment RMB1,000 Industry and domestic commerce 100.00 100.00 Yes Not applicable Not applicable Shenzhen CM Property Consultancy Ltd. Ltd. liability Shenzhen Property aggent RMB200 Real-estate operation, information & consulting 200.00 100.00 100.00 Yes Not applicable Not applicable Indoor golf court, Property rental, restaurant, shopping mall, sales of Shenzhen Taige Apartment Management Co., Ltd. Ltd. liability Shenzhen Hotel service RMB100 100.00 100.00 100.00 Yes Not applicable Not applicable water supply facilities Shenzhen CM Anye Investment Development Co., Ltd. Ltd. liability Shenzhen Investment RMB1,000 Industrial investment, domestic commerce 510.00 51.00 51.00 Yes -4,761,084.37 9,661,084.37 Property Construction engineering, decoration, elevator, air conditioner Shenzhen CM Construction Co., Ltd. Ltd. liability Shenzhen RMB15,000 15,000.00 100.00 100.00 Yes Not applicable Not applicable development maintaining, sales of construction materials Property Developing of commercial property, operation, management, Shenzhen CM Commercial Development Co., Ltd. Ltd. liability Shenzhen RMB18,000 9,180.00 51.00 51.00 Yes 60,503,665.67 27,696,334.33 development leasing, investment in industry Hotel Shenzhen Shekou Sea World Hotel Management Co., Ltd. Ltd. liability Shenzhen RMB3,000 Hotel management, export of goods and technologies 1,531.40 51.00 51.00 Yes -1,152,081.66 15,852,081.66 management Property Property development; agency; property management; interior Shenzhen JinyuRongtai Investment Co., Ltd. Ltd. liability Shenzhen RMB3,000 1,500.00 50.00 50.00 Yes 3,390,669.24 11,609,330.76 development and exterior decoration Shenzhen CM Shekou Construction Property Ltd. liability Shenzhen RMB1,000 Property development 510.00 51.00 51.00 Yes 4,911,176.40 Co., Ltd.(Note 22) development Property management and supporting services, construction Property Shenzhen Xingzhao Property Management Co., Ltd. Ltd. liability Shenzhen RMB150 materials, decoration materials, toilet facilities, cleaning material, office 150.00 100.00 100.00 Yes Not applicable Not applicable management appliances

123

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Note 1: In September 2013, the Company entered share transfer agreement with Beijing Yintai Land Property Co., Ltd. to acquire 100% shares it held in Tianjin Guojun Investment Co., Ltd. Thus the Company is holding 100% shares of Tianjin Guojun Investment Co., Ltd.. Meanwhile, the Company holds 85% shares of Ha’erbinYinkai Property Development Co., Ltd. indirectly through Tianjin Guojun Investment Co., Ltd. Tianjin Guojun Investment Co., Ltd. and Ha’erbin Yinkai Property Development Co., Ltd. are consolidated to the consolidated financial statements in the current year. Note 2: In July 2013, Guangzhou CM Property Co., Ltd. – one of the subsidiaries of the Company, entered share transfer agreements with FoshanJincheng Frozen Food Co., Ltd.and Guangdong Xinnanda Cable Co., Ltd. to acquire the 34.5% and 16.5% shares they held in FoshanKaidacheng Investment Co., Ltd. respectively. Since then, Guangzhou CM Property Co., Ltd. has been holding 51% shares of FoshanKaidacheng Investment Co., Ltd. Therefore it is consolidated to the consolidated financial statements for the current year. Note 3: In April 2013, the Company entered the major asset reconstitution agreement with Eureka Investment Company Limited – the subsidiaries of the Company and China Merchants Land Limited (former Tonic Industries Holdings Limited). According to the agreement, CM Land Property purchased the share equities of 11 domestic subsidiaries under possession of the Company and Eureka Investment Company Limited. The offer was RMB5302.9450 million (HKD6688.0373 million). China Merchants Land Property paid the consideration by private offerings to its parent company and by capital raised from shares issued to the public. On November 1, 2013, share issuing was accomplished with 3,836,789,000 of new shares raised. Thereafter the shareholding ratio of Eureka Investment Company Limited in China Merchants Land Property Co., Ltd. increase to 74.35%. On the same day, China Merchants Land Property Co., Ltd. is relisted in Hong Kong Stock Exchange. Note 4: In November 2013, China Merchants Property (Beijing) Co., Ltd. – one of the subsidiaries of the Company, invested together with Beijing Jiaming Property Development Co., Ltd. to establish Beijing CM Mingjia Property Development Co., Ltd., in which China Merchants Property (Beijing) Co., Ltd. invested RMB7 million is holding 70% of share capital. Therefore this company is consolidated in the financial statement. Note 5: In October 2013, Tianjin Gangwei Property Development Co., Ltd. – one of the subsidiaries of the Company, invested RMB60 million to establish Tianjin Yongjingwan Property Development Co., Ltd., and is holding 100% of share capital. Therefore this company is consolidated in the financial statement. Note 6: In February 2013, Tianjin Zhaosheng Property Co., Ltd. – one of the subsidiaries of the Company, invested along with Dalian Haoyu Investment Co., Ltd. to establish Dalian Zhaoyu Property Co., Ltd., in which Tianjin Zhaosheng Property Co., Ltd. invested RMB15.30 million to hold 51% of the share capital. Therefore it is consolidated in the financial statement. Note 7: In December 2013, the Company invested RMB30 million to incorporate China Merchants Property (Rizhao) Co., Ltd. in which the Company is holding 100% of share capital. Therefore this company is consolidated in the financial statement. Note 8: In December 2013, Yiba Investment Co., Ltd. – one of the subsidiaries of the Company, invested RMB353.1621 million to establish China Merchants Property (Yantai) Co., Ltd., and is holding 100% of share capital. Therefore this company is consolidated in the financial statement. Note 9: In December 2013, Shanghai CM Fengrui Property Co., Ltd. – one of the subsidiaries of the Company, invested RMB100 million to establish Hangzhou Zhujia Property Development Co., Ltd., and is holding 100% of share capital. Therefore this company is consolidated in the financial statement.

124

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Note 10: In September 2013, the Company invested RMB20 million to incorporate China Merchants Property (Hangzhou) Co., Ltd. in which the Company is holding 100% of share capital. Therefore this company is consolidated in the financial statement. Note 11: In April 2013, China Merchants (Suzhou) Co., Ltd. – one of the subsidiaries of the Company invested RMB30 million to establish Suzhou CM Yishanjun Property Co., Ltd. and holds 100% of the share capital. Therefore it is consolidated in the financial statement. Note 12: In January 2013, the Company entered the investment agreement with Zhenjiang Transportation Facility Development Co., Ltd. to incorporate Zhenjiang Nanshan Creative Industry Garden Development Co., Ltd. in which the Company inputted RMB30 million and held 60% of the share capital. Therefore it is consolidated in the financial statement. Note 13: In December 2013, Chengdu CM Property Co., Ltd. – one of the subsidiaries of the Company, invested RMB10 million to establish Chengdu CM Longcheng Property Development Co., Ltd., and is holding 100% of share capital. Therefore this company is consolidated in the financial statement. Note 14: In August 2013, Guangzhou CM Property Co., Ltd. – one of the subsidiaries of the Company, invested RMB20 million to establish Chongqing CM Yiyun Property Development Co., Ltd., and is holding 100% of share capital. Therefore this company is consolidated in the financial statement. Note 15: In December 2013, Yuyue Co., Ltd. – one of the subsidiaries of the Company, invested RMB1,829.5056 million to establish Chongqing Yizhi CM Property Development Co., Ltd., and is holding 100% of share capital. Therefore this company is consolidated in the financial statement. Note 16: In May 2013, Guangzhou CM Property Co., Ltd. – one of the subsidiaries of the Company invested RMB10 million to establish FoshanShundeYiyunDesheng Property Co., Ltd. and holds 100% of the share capital. Therefore it is consolidated in the financial statement. Note 17: In December 2013, Guangzhou CM Property Co., Ltd. – one of the subsidiaries of the Company, invested RMB5.5 million to establish FoshanYiyunZhenyuan Property Development Co., Ltd., and is holding 100% of share capital. Therefore this company is consolidated in the financial statement. Note 18: In December 2013, FoshanYiyun Property Co., Ltd. – one of the subsidiaries of the Company, invested RMB10.5 million to establish FoshanYiyunShangyuan Property Co., Ltd., and is holding 100% of share capital. Therefore this company is consolidated in the financial statement. Note 19: In September 2013, the Company entered the investment agreement with Hong Kong Haotian Development Co., Ltd. to incorporate Nanning CM Haotian Property Co., Ltd. in which the Company inputted RMB10.2 million and held 51% of the share capital. Therefore it is consolidated in the financial statement. Note 20: In November 2013, Shenzhen CM Property Co., Ltd. – one of the subsidiaries of the Company, invested RMB100 million to establish Sanya CM Property Co., Ltd., and is holding 100% of share capital. Therefore this company is consolidated in the financial statement. Note 21: In March 2013, the Company invested RMB14 million to incorporate Shenzhen Pingshan CM Property Co., Ltd. The Company is holding 100% share capital of Shenzhen Pingshan CM Property Co., Ltd. Therefore this company is consolidated in the financial statement. Note 22: In January 2013, Shenzhen CM Property Co., Ltd. – one of the subsidiaries of the Company, invested along with Shenzhen ZhongrunTongda Property Development Co., Ltd. to establish Shenzhen CM Shekou Construction Co., Ltd., in which Shenzhen CM Property Co.,

125

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Ltd. invested RMB5.1 million to hold 51% share capital. Therefore it is consolidated in the financial statement.

(II) Change of consolidation range in the current year

1. Particulars of the newly consolidatedsubsidiaries

Reason of added to Shareholding Net asset at end of Net profit realized this Name of companies consolidation range rate % year year FoshanKaidacheng Investment Development Co., merger under different control 51.00 180,205,149.47 -25,864,349.18 Ltd. Tianjin Guojun Investment Co., Ltd. merger under different control 100.00 99,986,518.73 -10,680.46 Ha’erbin Yinkai Property Development Co., Ltd. merger under different control 85.00 3,887,903.03 -109,663.41 Shenzhen Pingshan CM Property Co., Ltd. Newly incorporated 100.00 1,026,787.61 -12,973,212.39 Shenzhen China Merchants Shekou Construction Newly incorporated 51.00 10,022,808.97 22,808.97 Co., Ltd. Zhenjiang Nanshan Creative Industry Garden Co., Newly incorporated 60.00 49,382,821.12 -617,178.88 Ltd. Nanning CM Haotian Property Co., Ltd. Newly incorporated 51.00 18,579,844.14 -1,420,155.86 Beijing CM Mingjia Property Development Co., Ltd. Newly incorporated 70.00 9,998,533.50 -1,466.50 Dalian Zhaoyu Property Co., Ltd. Newly incorporated 51.00 1,451,008.41 -28,548,991.59 Tianjin Yongjingwan Property Development Co., Ltd. Newly incorporated 100.00 59,863,932.34 -136,067.66 Sanya CM Property Co., Ltd. Newly incorporated 100.00 100,000,000.00 Hangzhou Zhujia Property Development Co., Ltd. Newly incorporated 100.00 94,754,651.63 -5,245,348.37 FoshanShundeYiyunDesheng Property Co., Ltd. Newly incorporated 100.00 -15,220,343.08 -25,220,343.08 FoshanYiyunZhenyuan Property Co., Ltd. Newly incorporated 100.00 2,987,234.84 -2,512,765.16 FoshanYiyunShangyuan Property Co., Newly incorporated 100.00 7,895,637.74 -2,604,362.26 Ltd. Chongqing CM Yiyun Property Co., Ltd. Newly incorporated 100.00 20,014,580.57 14,580.57 Chongqing Yizhi CM Property Development Co., Newly incorporated 100.00 1,815,505,623.17 -13,999,976.84 Ltd. Chengdu CM Longcheng Property Development Newly incorporated 100.00 9,990,569.44 -9,430.56 Co., Ltd. Suzhou CM Yishanjun Property Ltd. Newly incorporated 100.00 24,880,739.47 -5,119,260.53 China Merchants (Hangzhou) Co., Ltd. Newly incorporated 100.00 500,000,000.00 China Merchants (Yantai) Co., Ltd. Newly incorporated 100.00 351,794,168.07 -1,367,947.93 China Merchants Property (Rizhao) Newly incorporated 100.00 30,000,000.00 Co., Ltd. Sino ActionInvestment Co., Ltd. Newly incorporated 100.00 -37,145,157.16 -37,145,238.25 Happy CityInvestment Co., Ltd. Newly incorporated 100.00 -4,770,532.98 -4,770,614.06 Harvest Allied Investment Co., Ltd. Newly incorporated 100.00 22,046,585.15 22,038,656.15

126

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Reason of added to Shareholding Net asset at end of Net profit realized this Name of companies consolidation range rate % year year Jingji Co., Ltd. Newly incorporated 100.00 -5,340.80 -5,958.67 Chaocheng International Co., Ltd. Newly incorporated 100.00 -5,340.80 -5,958.67 Billion TurboInvestment Co., Newly incorporated 100.00 1,288,105.61 1,288,025.95 Ltd. Hanyi Development Co., Ltd. Newly incorporated 100.00 -6,800.63 -6,880.29 Shengjin Development Co., Ltd. Newly incorporated 100.00 78.62 -0.67 Guangyu Holdings Co., Ltd. Newly incorporated 100.00 -5,341.17 -5,955.97 Huibang Investment Ltd. Newly incorporated 100.00 -5,341.17 -5,955.97 Weidao Investment Ltd. Newly incorporated 100.00 -6,643.39 -6,722.68 Kangzhuang Development Ltd. Newly incorporated 100.00 -6,800.63 -6,879.92

2. Particulars about companies eliminated from the consolidation

Disposal Disposal Reason of Share proportion Name of companies day day eliminating (%) Net asset Net profit Shenzhen China Merchants OCT Investment Co., Ltd. Shift of control power 50.00 897,763,150.70 124,516,417.07 China Merchants Property (Zhenjiang) Co., Ltd. liquidation 100.00 49,966,963.90 -16,619.76

(1) Subsidiaries eliminated due to demising of control power

Share equity Subsidiaries Date of disposal Recognition of gain/loss disposed in stages Shenzhen China Difference between fair value and book value of retained share Merchants OCT April 1, 2013 No Investment Co., Ltd. equity is recognized as current investment gain

Xicheng Project, which was invested by Shenzhen CM OCT Investment Co., Ltd., is at its final stage of development. Therefore the major works have been shifted to operation and administration. For Shenzhen OCT Property Co., Ltd. – the other shareholder of the project, is experienced in operation and management of large scale residential communities, it has been decided through negotiation, that Shenzhen OCT Property Co., Ltd. will lead the operation and management in the future. According to the resolutions of the shareholders’ meeting held on April 1, 2013, Shenzhen OCT Property Co., Ltd. is holding the major voting power over Shenzhen CM OCT Investment Co., Ltd. For the control power has been demised, the Company eliminates Shenzhen CM OCT Investment Co., Ltd. from the consolidated financial statements since April 1, 2013, and Shenzhen CM OCT Investment Co., Ltd. has become an associated company of the Company. According to Enterprise Accounting Standard No. 4, changing of shareholding power on

127

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Shenzhen CM OCT Investment Co., Ltd. is regarded as disposal of share equity, and the retained share equity shall be re-calculated upon fair value. The difference between fair value and book value of retained share equity is recognized as current investment gain, namely RMB257.8347 million. (III) Mergers of entities in the year

1. Subsidiaries procured through merger of entities under different control

Investment Share Merger by Reg. Registered Amount Business No. Name of companies proportion separated Add. Capital RMB Scope (%) stages? x10000 Foshan Kaidacheng Property 1 Investment Development Co., Foshan 10 mil 10,510 51.00 No development Ltd. Tianjin Guojun Investment Property 2 Tianjin 100 mil 30,055 100.00 No Co., Ltd. development

(1) Foshan Kaidacheng Investment Development Co., Ltd. 1) Foshan Kaidacheng Investment Development Co., Ltd. was founded on October 18, 2012, with registered capital of RMB10 million. On July 5, 2013, Guangzhou CM Property Co., Ltd. – one of the subsidies of the Company, engaged with Foshan Jincheng Frozen Food Co., Ltd. and Guangdong Xinnanda Cable Industry Co., Ltd. the share equity transferring agreement, by which Guangzhou CM Property was acquiring the 34.5% and 16.5% of share equities the two companies held in Foshan Kaidacheng Investment Development Co., Ltd. The prices were decided by appraisal on fair value basis. 2) The recognition date of the trade was July 1, 2013, i.e. the day when the Company acquired the control power over Foshan Kaidacheng Investment Development Co., Ltd. 3) Recognizable assets and liabilities of the target company (RMB x10000)

Ended July 5, 2013 (the acquisition day) Items Book value fair value Inventories 62,976.11 82,618.91 Other assets 131.48 131.48 Less: Liabilities 62,143.44 62,143.44 Net asset acquired 492.23 10,509.54 4) Merger cost was recognized as RMB105.10 million which was the amount decided by the parties, while the recognizable net asset fair value was provided by appraisal report 中通评报

128

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 字【2013】93 号 issued by Zhongtongcheng Asset Appraisal Co., Ltd. Basing on the appraisal report, the recognizable net asset at the acquisition day was RMB105.1021 million. The difference of merger cost over recognizable net asset was accounted in current gain/loss account as goodwill, namely RMB4600. 5) Business situation of the acquired company after the acquisition (RMBx10000)

Items July 5, 2013 (the acquisition day) to December 31, 2013 Net profit -2,587.75 Net amount of cash flow from business operation 1,998.13 Net cash flow 1,998.13

(2) Tianjin Guojun Investment Co., Ltd.（Incl. Ha’erbin Yinkai Property Development Co., Ltd.） 1) Tianjin Guojun Investment Co., Ltd. was founded on August 31, 2011 with registered capital of RMB100 million. Its business range was to invest in property industry, construction, and commerce with its own capital. Before the merger, Beijing Yintai Land Property Business Co., Ltd. was holding 99.9% of the shares of Tianjin Guojun Investment Co., Ltd., and Beijing Guojun Investment Co., Ltd. was holding 0.1% of the shares. Meanwhile, Tianjin Guojun Investment Co., Ltd. was holding 85% of the share equity of Ha’erbin Yinkai Property Development Co., Ltd. On September 3, 2013, the Company entered the share equity transferring agreement with Beijing Yintai Land Property Business Co., Ltd. and Beijing Guojun Investment Co., Ltd. to acquire 100% share equity of Tianjin Guojun Investment Co., Ltd. The amount was based on the fair value provided by appraisal and decided by all three parties. 2) November 30, 2013 was decided to be the acquisition day, which means the Company acquired control power over Tianjin Guojun and its subsidiaries at that day. 3) Recognizable assets and liabilities of the target company (RMB x10000)

November 30, 2013 (the acquisition day) Items Book value fair value Inventories 240,709.19 265,695.65 Other assets 51,814.62 51,814.62 Less: Liabilities 282,124.58 282,124.58 Net asset acquired 9,999.54 31,218.48 4) Merger cost was recognized as RMB300.55 million which was the amount decided by the parties, including RMB50 million disbursed instantly and the payment to be made in a later date, which will be decided by the formula as agreed by the parties. The recognizable net asset fair value was provided by appraisal report 中通评报字【2013】200 号 issued by Zhongtongcheng Asset Appraisal Co., Ltd. Basing on the appraisal report, the recognizable net asset at the acquisition day was RMB312.1848 million. The difference of merger cost over recognizable net asset was accounted in current gain/loss account as goodwill, namely RMB11.6348 million. 5) Business situation of the acquired company after the acquisition (RMBx10000)

Items November 30, 2013 (the acquisition day) to December 31, 2013

129

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Items November 30, 2013 (the acquisition day) to December 31, 2013 Net profit -10.39 Net amount of cash flow from business operation 134.51 Net cash flow 60.09

(IV) Translation of foreign currency

Currency Balance Sheet Income Statement HKD 0.7862 0.7986 VI. Notes to the consolidated financial statements

In the following financial information, except for stated particularly, “beginning of term/year” refers to January 1 2013, “end of term/year” refers to December 31, 2013, “current term/year” refers to the period from January 1 to December 31, 2013, “the previous term” refers to January 1 to December 31, 2012. RMB is the unit for money. 1. Monetary capital

Balance at end of year Amount at the beginning of year

Items Exchan Exchan Translated to Original currency Translated to RMB Original currency ge rate ge rate RMB

Cash in stock 277,828.02 203,589.82

RMB 276,988.69 1.0000 13,066,378.34 194,214.86 1.0000 194,214.86

HKD 1,067.58 0.7862 839.33 11,561.18 0.8109 9,374.96

Bank deposit 21,969,131,604.53 17,102,255,183.52

RMB 17,767,740,456.75 1.0000 17,767,740,456.75 16,101,503,948.61 1.0000 16,101,503,948.61

HKD 528,893,956.92 0.7862 415,816,428.93 358,806,381.23 0.8109 290,965,220.50

USD 620,901,559.62 6.0969 3,785,574,718.85 112,924,350.01 6.2855 709,786,014.41

Other monetary fund 2,271,049,363.951 1,136,813,474.59

RMB 2,271,049,363.95 1.0000 2,271,049,363.95 1,129,333,729.59 1.0000 1,129,333,729.59

USD 1,190,000.00 6.2855 7,479,745.00

Total 24,240,458,796.50 18,239,272,247.93

Note: According to the “Administration Rules of Property Sales Advance”, there is RMB2,266,271,488.95 under inspection among the “other monetary capital”; and RMB4,777,875.00, which was deposit in bank for accepted bank notes.

130

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 2. Notes receivable

(1) Categories of notes receivable

Type of notes Balance at end of year Amount at the beginning of year

Bank acceptance 4,000,000.00 5,748,800.00

Total 4,000,000.00 5,748,800.00

3. Account receivable

(1) Categories of account receivable

Balance at end of year

Categories Book balance Bad debt provision

Amount Ratio (%) Amount Ratio (%)

Receivables with major individual amount and bad debt provision provided individually 6,028,220.80 6.52 6,028,220.80 100.00

Account receivable with minor individual amount but bad debt provision is provided 7,553,893.68 8.17 5,890,495.58 77.98

Receivables provided bad debt provision in groups

Group 1 48,400,728.29 52.36

Group 2 30,463,772.65 32.95 3,663,084.23 12.02

Sub-total of group 78,864,500.94 85.31 3,663,084.23 4.64

Total 92,446,615.42 100.00 15,581,800.61

Cont.

Amount at the beginning of year

Categories Book balance Bad debt provision

Amount Ratio (%) Amount Ratio (%)

Receivables with major individual amount and bad debt provision provided individually

Account receivable with minor individual amount but bad debt provision is provided

Receivables provided bad debt provision in groups

Group 1 94,344,063.99 53.75 9,479,852.52 10.05

Group 2 81,166,515.78 46.25 3,931,564.52 4.84

Sub-total of group 175,510,579.77 100.00 13,411,417.04 7.64

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Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Amount at the beginning of year

Categories Book balance Bad debt provision

Amount Ratio (%) Amount Ratio (%)

Total 175,510,579.77 100.00 13,411,417.04

1） Significant account receivable which was provided bad debt provisions individually at year end

Name of the companies Book balance Amount of bad debt Providing rate (%) Reason to provide

Client I 6,028,220.80 6,028,220.80 100.00 Unrecoverable

Total 6,028,220.80 6,028,220.80 100.00

2） Minor account receivable which was provided bad debt provisions individually at year end

Name of the companies Book balance Amount of bad debt Providing rate (%) Reason to provide

Client I 4,013,716.80 4,013,716.80 100.00 Unrecoverable

Client II 2,376,283.00 712,884.90 30.00 Partially unrecoverable

Client III 868,867.30 868,867.30 100.00 Unrecoverable

Client IV 179,978.00 179,978.00 100.00 Unrecoverable

Client V, etc. 115,048.58 115,048.58 100.00 Unrecoverable 7,553,893.68 5,890,495.58 Total

3） Account receivable in the portfolio which are provided bad debt provision on age basis

Balance at end of year Amount at the beginning of year

Age Book balance Book balance Bad debt provision Bad debt provision Amount Ratio (%) Amount Ratio (%) within 1 year 26,350,713.6 86.50 601,707.0206 77,242,151.45 95.17 2,510,370.56

1-2 years 987,689.67 3.24 208,552.11 844,083.51 1.04 84,408.35

2-3 years 545,088.56 1.79 272,544.28 2,372,739.93 2.92 711,821.98

Over 3 years 2,580,280.82 8.47 2,580,280.82 707,540.89 0.87 624,963.63

Total 30,463,772.65 100.00 3,663,084.23 81,166,515.78 100.00 3,931,564.52

132

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) (2) Receivables due from shareholding parties with 5% or over of shares are not included in the account receivable at year end.

(3) Overall ages of account receivable

Balance at end of year Amount at the beginning of year

Age Book balance Bad debt Book balance Bad debt Amount Ratio (%) provision Amount Ratio (%) provision

within 1 year 64,241,914.34 69.49 2,128,963.02 156,087,371.13 88.93 2,558,411.64

1-2 years 14,878,368.52 16.09 2,062,447.41 8,307,742.64 4.73 1,818,101.90

2-3 years 2,469,486.24 2.67 2,196,941.96 4,281,696.90 2.44 3,870,306.00

Over 3 years 10,856,846.32 11.75 9,193,448.22 6,833,769.10 3.90 5,164,597.50

Total 92,446,615.42 100.00 15,581,800.61 175,510,579.77 100.00 13,411,417.04

(4) The top five debtors at the year end

Relation with the Portion in total The debtor Name of the companies Amount Age Company receivables (%)

CM Jiaming (Beijing) Property 1-2 Client I Third parties 12,036,783.55 13.02 Co., Ltd. years

China Merchants Property within 1 Client II Third parties 8,519,295.45 9.22 Management Co., Ltd. year

Shenzhen CM Power Supply Over 3 Client III Third parties 6,028,220.80 6.52 Co., Ltd. years

China Merchants Property within 1 Client IV Third parties 6,000,000.00 6.49 (Nanjing) Co., Ltd. year

Shanghai China Merchants China Merchants (Shanghai) Under same ultimate within 1 5,088,000.00 5.50 Properties Co., Ltd. Investment Co., Ltd. holder year

Total 37,672,299.80 40.75

(5) Receivable accounts due from related parties

Relation with the Portion in total Name of the companies Amount Company receivables (%)

China Merchants (Shanghai) Investment Co., Ltd. Under same ultimate holder 5,088,000.00 5.50

Total 5,088,000.00 5.50

133

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 4. Prepayment

(1) Ages of prepayment accounts

Balance at end of year Amount at the beginning of year Items Amount Ratio (%) Amount Ratio (%)

within 1 year 2,815,020,465.70 99.97 8,287,184.01 100.00

1-2 yrs 947，042.09 0.03

Total 2,815,967,507.79 100.00 8,287,184.01 100.00

(2) Top 5 prepayments

Name of the companies Relation with the Company Amount Age Account property Supplier I Third parties 2,346,116,000.00 within 1 year Prepayment for land Supplier II Third parties 460,275,165.00 within 1 year Prepayment for land

Supplier III Third parties 1,216,800.00 within 1 year Prepayment for power supply

Supplier IV Third parties 1,128,061.98 within 1 year Prepayment for power supply

Supplier V Third parties 811,215.69 within 1 year Prepayment for power supply

Total 2,809,547,242.67

(3) Receivables due from shareholding parties with 5% or over of shares are not included in the prepayment account at year end. 5. Other account receivable

(1) Categories of other account receivable

Balance at end of year

Categories Book balance Bad debt provision

Amount Ratio (%) Amount Ratio (%)

Other receivables with major individual amount and bad debt provision provided 11,270,000.00 0.08 11,270,000.00 100.00 individually

Other account receivable with minor individual amount but bad debt 13,313.37 3,994.01 30.00 provision is provided

Other receivables provided bad debt provision in groups

Group 1 13,657,904,323.94 99.62

134

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Balance at end of year

Categories Book balance Bad debt provision

Amount Ratio (%) Amount Ratio (%)

Group 2 40,250,394.52 0.29 14,280,161.65 35.48

Sub-total of group 13,698,154,718.46 99.93 14,280,161.65 0.10

Total 13,709,438,031.83 100.00 25,554,155.66

Cont.

Amount at the beginning of year

Categories Book balance Bad debt provision

Amount Ratio (%) Amount Ratio (%)

Other receivables with major individual amount and bad debt provision provided individually

Other account receivable with minor individual amount but bad debt provision is provided

Other receivables provided bad debt provision in groups

Group 1 8,151,209,418.45 99.45 5,920,777.53 0.07

Group 2 45,145,079.06 0.55 6,942,147.06 15.38

Sub-total of group 8,196,354,497.51 100.00 12,862,924.59 0.16

Total 8,196,354,497.51 100.00 12,862,924.59

1） Significant other account receivable which was provided bad debt provisions individually at year end

Book Amount of bad Providing rate Name of the companies Reason to provide balance debt (%)

Huizhou Taitong Property Investment Co., Not expected to be 11,270,000.00 11,270,000.00 100.00 Ltd. retrievable

Total 11,270,000.00 11,270,000.00

2） Other account receivable in the portfolio on which bad debt provisions are provided on age basis

135

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Balance at end of year Amount at the beginning of year

Age Book balance Bad debt Book balance Bad debt

Amount Ratio (%) provision Amount Ratio (%) provision within 1 year 20,748,666.96 51.55 507,476.25 27,917,804.16 61.84 1,157,877.68

1-2 years 4,905,850.56 12.19 981,170.12 4,288,414.95 9.50 428,841.50

2-3 years 3,608,723.45 8.96 1,804,361.73 10,404,902.95 23.05 3,121,470.88

Over 3 years 10,987,153.55 27.30 10,987,153.55 2,533,957.00 5.61 2,233,957.00

Total 40,250,394.52 100.00 14,280,161.65 45,145,079.06 100.00 6,942,147.06

(2) There is no recerivable accounts due from shareholding parties with 5% or over of the Company’s shares

(3) Top five debtors at the year end

Relation with the Portion in total other Name of the companies Amount Age Description Company receivable accounts (%) Ningbo Jiangwan Property within 1 Current Affiliates 1,350,815,887.80 9.82 Development Co., Ltd. year account within 2 Current Client II Third parties 1,310,000,000.80 9.53 yrs account within 2 Current Client III Third parties 1,282,584,095.33 9.33 yrs account within 1 Current Client IV Third parties 1,000,000,000.00 7.27 yr account Beijing Guangying Property within 2 Current Joint ventures 912,320,960.74 6.64 Development Co., Ltd. yrs account Total 5,855,720,944.67 42.59

(4) Receivable from related parties

Portion in total other Name of the companies Relation with the Company Amount receivable accounts (%)

Ningbo Jiangwan Property Development Co., Ltd. Affiliates 1,350,815,887.80 9.85

Beijing Guangying Property Development Co., Ltd. Joint ventures 912,320,960.74 6.65

Foshan China Merchants Longyuan Property Co., Ltd. Joint ventures 673,449,850.06 4.91

Shanghai Xinanshan Property Development Co., Ltd. Affiliates 149,343,672.94 1.09

Holly Profit Limited Affiliates 92,550,643.25 0.68

Powerwise International Limited Affiliates 89,026,933.80 0.66

136

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Portion in total other Name of the companies Relation with the Company Amount receivable accounts (%)

Jones Tech Limited Affiliates 62,432,109.67 0.46

Blue Cove International Limited Affiliates 44,812,215.00 0.32

Huizhou Taitong Property Investment Co., Ltd. Affiliates 11,270,000.00 0.08

Total 3,386,022,273.26 24.70

6. Inventories

(1) Categories of inventory

Balance at end of year Amount at the beginning of year Items Book balance Impairment provision Book value Book balance Impairment provision Book value

Real property development costs 70,028,577,041.98 70,028,577,041.98 62,910,239,897.15 368,210,000.00 62,542,029,897.15

Property products 8,609,017,171.77 185,161,833.73 8,423,855,338.04 11,290,417,525.17 206,493,032.19 11,083,924,492.98

Raw materials 7,513,712.18 7,513,712.18 7,389,048.21 7,389,048.21

Low price consumable 16,724,360.24 162,981.66 16,561,378.58 4,759,616.43 162,981.66 4,596,634.77

Total 78,661,832,286.17 185,324,815.39 78,476,507,470.78 74,212,806,086.96 574,866,013.85 73,637,940,073.11

(2) Inventory composition

Items Beginning of Term Increased this year Decreased this year End of Term

Real property development costs 62,910,239,897.15 28,520,351,161.86 21,402,014,017.03 70,028,577,041.98

Property products 11,290,417,525.17 20,982,287,692.01 23,663,688,045.41 8,609,017,171.77

Raw materials 7,389,048.21 40,560,602.94 40,435,938.97 7,513,712.18

Low price consumable 4,759,616.43 32,901,963.28 20,937,219.47 16,724,360.24

Total 74,212,806,086.96 49,576,101,420.09 45,127,075,220.88 78,661,832,286.17

A. Property development costs:

Expected total Projects Start date Planned finish date investment Opening balance Closing balance RMB0’000 Costs of construction in process: Beiguwan, Zhenjiang May 2011 Dec 2015 621,044 3,718,180,565.68 2,981,543,426.67 Xingcheng, Tianjing Jan 2007 July 2014 359,494 759,295,816.69 517,394,155.19 Moti Garden (Beikenshan), Tianjin August 2012 Oct 2015 512,700 1,861,879,170.47 2,111,257,001.68

137

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Expected total Projects Start date Planned finish date investment Opening balance Closing balance RMB0’000 Qingdao Haide Garden May 2013 Oct 2014 43,000 97,243,519.06 203,325,256.40 Qingdao LAVIE Commune April 2012 July 2014 140,367 637,113,174.68 933,152,636.23 Beijing Xicheng Home and Longyuan Jan 2008 June 2015 507,456 1,070,885,449.18 259,174,212.36 Beijing Park 1872 Jan 2006 Jun 2014 448,505 1,317,812,839.82 501,183,199.19 Yiyunjun, Tianjin May 2011 Feb 2015 133,329 321,105,199.71 158,906,079.57 Beijing ConradHotel April 2009 Jan 2013 120,419 903,304,663.56 Ha’erbin Nortin Hill phase I April 2012 Jan 2013 37,854 280,121,931.57 Norting Hill Phase II, Ha’erbin April 2013 Aug 2014 20,941 85,122,217.09 148,301,132.07 Dalian Qixianling Land July 2013 June 2016 135,000 540,833,533.26 Suzhou Yongjingwan Mar 2011 March 2014 215,000 758,426,624.12 967,815,190.00 Suzhou Yonghua House Mar 2013 Dec 2015 152,557 692,324,205.17 994,018,019.59 Yishanjun Phase I, Suzhou June 2013 April 2015 87,076 458,605,748.21 Suzhou Little Rock Town Phase IV to X March 2010 Dec 2015 485,432 1,903,656,583.88 1,104,701,524.85 Shanghai CM Haiwan Garden phase IV to VII May 2011 Jun 2014 139,059 1,011,213,032.27 438,413,354.96 Shanghai Sheshan Longyuan Project October 2010 Dec 2014 303,342 1,417,579,036.86 1,619,057,055.04 Hongqiao House (Hongyue Huating), Shanghai Dec 2012 Aug 2014 144,300 895,913,993.26 1,178,422,820.66 Zijin Mountain NO.1, Nanjing Dec 2011 Dec 2013 234,919 758,574,389.01 Yonghuafu, Nanjing Dec 2012 May 2015 335,945 1,979,792,978.04 2,193,241,119.30 Shanghai Haide Garden Phase I May 2006 Dec 2014 187,254 1,081,736,114.89 1,410,089,918.17 Changzhou Garden 1872 Feb 2013 May 2015 300,031 553,128,937.55 775,718,949.71 Zhangzhou CM Holiday 365 June 2010 Dec 2014 44,205 181,922,265.61 97,506,634.50 Zhangzhou CM Garden City July 2008 April 2013 65,806 188,111,987.35 Zhangzhou Kadakaisi Meilun Houses and Apartments July 2011 June 2013 16,852 146,068,168.67 Zhangzhou Kadakaisi May 2010 Dec 2020 332,501 996,617,103.26 1,078,851,560.65 Xiamen Haishang Wuyuehua Mar 2011 Jun 2014 256,949 1,135,901,179.42 1,081,038,717.30 Xiamen Haide Park Phase I May 2011 March 2014 141,783 735,960,773.75 837,957,021.38 Xiamen Haide Park Phase II Mar 2013 August 2015 91,571 485,897,280.09 657,446,722.92 Wuhan Yonghuafu July 2011 February 2014 99,183 747,642,304.26 861,018,328.37 Moshui Lake Land A (Wuhan Park 1872A), Wuhan Mar 2012 Dec 2015 373,771 1,591,462,010.86 1,857,220,454.61

Changjiahui, Chongqing May 2011 Dec 2019 1,281,749 4,328,065,650.40 3,426,326,531.72 Chongqing Jiangwancheng Phase V Jan 2009 Oct 2013 43,261 181,512,344.39 Chongqing Jiangwancheng Phase IV Jan 2009 Feb 2013 46,653 466,523,600.00 Chongqing Garden City (phas II III) Aug 2011 June 2015 425,195 1,474,108,871.21 1,845,235,291.40 Haigongguan Phase I, II, Yunan Jan 2013 March 2016 230,070 929,185,752.65 Bijie CM Garden City Phase I, AB April 2012 Oct 2014 90,972 186,568,666.02 205,316,405.59

Bijie CM Garden City Phase I, CDE April 2012 Dec 2014 209,175. 274,214,602.24 576,351,888.05 CM Yonghuafu (Fhase II – V), Chengdu April 2012 July 2015 275,371 1,428,532,996.87 1,904,618,663.66 Zhuhai CM Garden City Phase II and III Dec 2009 Dec 2013 151,667 1,048,047,147.34 795,320,613.02 Guangzhou Donghui Town Lan B phase III Dec 2012 May 2016 104,739 469,695,405.94 616,713,478.66 Guangzhou Donghui Town Lan B phase II Sept 2012 Dec 2015 103,052 478,912,193.13 701,264,446.80 Guangzhou Donghui Town Lan B phase I Mar 2012 November 2014 81,385 501,633,643.90 645,448,074.30

138

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Expected total Projects Start date Planned finish date investment Opening balance Closing balance RMB0’000 Foshan Yiyun International Feb 2013 July 2015 89,197 198,405,020.00 276,038,549.14 Haitangwan Qingtian Town, Sanya Jan 2013 January 2016 208,088 51,583,724.98 Jinshangu Phase 5,6,7,9, and Creative Garden Phase 1,2,3, Guangzhou July 2009 April 2017 670,181 994,924,450.50 996,703,463.16 Yiyun Land Property Center, Foshan Oct 2013 April 2016 210,869 878,602,934.91 Foshan Yiyun Xicheng phase I Dec 2010 June 2013 70,849 589,067,134.69 Foshan Yiyun Xicheng Phase III Sept 2013 Jan 2015 48,096 127,543,220.75 139,621,217.13 Foshan Yiyun Xicheng Phase II Oct 2012 April 2015 27,466 98,766,132.28 194,687,704.32 Foshan Yiyuntianhui phase I Feb 2011 Sept 2013 92,590 996,818,296.53 Yiyun Tianhui Phase II, Foshan Aug 2011 September 2014 146,022 857,008,284.69 1,343,002,124.56 Foshan Yiyunshangcheng phase III Feb 2011 Oct 2013 188,732 816,889,187.63 Park 1972 (Yiyunjun), Foshan Sept 2013 Dec 2015 220,000 1,401,881,905.84 Shenzhen Center Plaza Feb 2011 May 2014 6,918 48,677,798.86 53,526,164.81 Shenzhen CM Plaza May 2010 June 2013 142,073 979,241,139.72 Jinshan Jinhai May 2011 Jun 2014 292,370 1,781,133,329.40 2,012,634,209.09 Shenzhen CM Guoling Garden May 2010 June 2013 143,588 1,011,457,417.66 Shenzhen Fishermans’ Village II TBD TBD TBD 270,500,204.12 269,113,953.75 Yihaicheng Project, Shenzhen November 2011 Dec 2016 735,678 3,391,412,164.87 3,917,668,541.84 Shenzhen Wuzi Apartment May 2010 June 2013 85,267 600,483,590.84 Shenzhen Sanlian Reconstruction September 2014 July 2016 144,600 37,556,658.80 Shenzhen Pingshan Garden City April 2013 Dec 2015 322,408 1,224,000,000.00 1,575,860,527.71 Shenzhen Finance Center Phase II Jan 2013 Dec 2015 188,942 961,880,807.23 1,067,217,206.78 Apartment Building, Maritime World, Shenzhen July 2013 Feb 2016 1,203,461 2,724,661,013.54 2,834,590,034.27 Shenzhen Maritime Hotel Dec 2010 May 2013 81,209 393,841,738.71 Shenzhen Ship-tail Plaza Jan 2012 June 2013 44,355 310,827,137.81 Shenzhen Behind-ship Plaza Jan 2012 June 2013 45,546 315,444,138.73 Commercial Reconstruction of Nahai E-cool, Shenzhen Mar 2013 March 2014 600 5,742,046.60 Shenzhen Jingxiu Guanyuan Dec 2011 Jun 2014 94,264 493,291,709.16 759,733,888.03 Maritime Museum May 2013 May 2015 113,969 11,049,579.82 15,922,583.76 Shenzhen Xicheng phase V Feb 2010 June 2013 117,267 417,107,883.37 Shenzhen Maritime World Plaza Mar 2011 June 2013 39,056 300,721,937.21 Others 65,086,741.54 10,597,125.15 Subtotal: 59,132,048,696.93 55,454,824,483.32 Land to be developed:

Yintai Land, Ha’erbin April 2014 Oct. 2021 923,625 2,659,778,476.22

Norting Hill Land 3-7, Ha’erbin May 2014 Oct. 2018 347,581 556,342,750.32 556,342,750.32

Yonghuafu, Hangzhou Jan 2014 October 2016 129,027 880,000,000.00

Yongjingwan, Hangzhou February 2014 March 2017 261,706 1,763,690,803.37 Yiyun Huafu, Suzhou February 2014 Dec 2015 163,971 870,387,261.21 Yishanjun Phase II, Suzhou March 2014 April 2016 86,950 341,150,180.95

139

Zhenjing Creative Industry Garden May 2014 Sept. 2019 TBD 49,562,123.13

Yonghuafu land, Xiamen March 2014 March 2017 92,306 690,774,166.67 Wuhan Moshui Lake land C Jun 2014 September 2018 323,490 1,217,096,154.10 1,217,517,401.97 Wuhan Moshui Lake land B July 2014 April 2016 226,219 919,503,851.95 922,306,172.00

Yiyunshangcheng, Chengdu March 2014 Oct. 2019 226,172 769,788,038.50 Haigongguan, Phase III, Yunan March 2015 March 2017 90,029 341,064,823.18 Banan Land, Chongqing May 2014 April 2018 340,000 262,616.00

CM Xi’an, Yantai March 2014 Sept. 2020 308,068 1,253,365,941.20 Yiyungongguan, Foshan February 2014 October 2017 141,523 368,300,700.00 Foshan Yiyun Xicheng Phase V May 2014 Oct 2015 29,373 149,055,852.75 149,055,852.75 Foshan Yiyun Xicheng Phase IV March 2015 October 2016 37,925 135,743,591.10 135,743,591.10 Bo’ao Daling Lake, Hainan July 2014 July 2022 447,534 800,449,000.00 829,914,940.82 Yongjingwan, Nanning Jan 2014 March 2017 290,000 774,746,719.27 Sub-total 3,778,191,200.22 14,573,752,558.66 Total 62,910,239,897.15 70,028,577,041.98

Note 1. In July 2013, the Company acquired the 34.5% and 16.5% share equity of Foshan Kaidacheng Investment Co., Ltd. respectively held by Foshan Jincheng Frozen Food Co., Ltd. and Guangzhou Xinnancheng Cable Industry Co., Ltd. and obtained the project of Foshan Yiyun Land Property Center, which was launched in October 2013. Note 2: In September 2013, The Company acquired the 99.9% and 0.1% share equities of Tianjin Guojun Investment Co., Ltd. held by Beijing Yintai Property Commerce Co., Ltd. and Beijing Guojun Investment Co., Ltd. respectively and therefore obtained the project of Tianjin Guojun. Meanwhile, Tianjin Guojun Co., Ltd. is holding 85% of the shares of Ha’erbin Yinkai Property Development Co., Ltd., therefore obtained Ha’erbin Yinkai project. The project is not launched yet in current term.

B. Property development products:

Projects Date of completion Initial ammount Current debit Current credit Amount at end of term Xingcheng, Tianjin August 2012 673,443,130.54 528,123,819.27 1,054,746,189.44 146,820,760.37 Tianjing Yonghuafu Oct 2012 339,366,166.54 169,616,971.67 169,749,194.87 Tianjin Yiyunjun Phase I June 2013 406,526,628.52 392,066,727.51 14,459,901.01 36 Xikang Road Tianjin Nov 2009 2,274,142.55 366,791.52 1,907,351.03 Beijing Xicheng Jiayuan September 2010 118,817,095.64 35,593,700.99 62,423,462.08 91,987,334.55 Beijing Longyuan phase I June 2012 345,113,564.37 157,247,451.99 364,881,939.50 137,479,076.86 Longyuan Phase II, Beijing July 2013 1,477,733,064.07 1,377,284,875.46 100,448,188.61 Beijing Park. 1872 Phase I II June 2011 57,021,852.39 4,730,771.62 34,533,205.04 27,219,418.97 Beijing Park 1872 Phase III April 2013 1,049,965,448.00 985,518,224.83 64,447,223.17 Beijing Conrrad Hotel Jan 2013 1,161,293,186.62 1,161,293,186.62

140

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Projects Date of completion Initial ammount Current debit Current credit Amount at end of term Ha’erbin Nortin Hill phase I Jan 2013 395,436,736.47 246,009,157.94 149,427,578.53 Zhenjiang Beiguwan Project Phase I (North) Mar 2013 706,332,402.77 660,793,101.15 45,539,301.62 Suzhou Yongjingwan May 2012 526,338,585.89 8,582,480.78 163,380,335.79 371,540,730.88 Commercial street of Suzhou Yiyunshuian Dec 2009 17,582,926.80 7,881,487.57 9,701,439.23 Suzhou Xiaoshicheng Phase V May 2013 885,113,188.00 829,376,139.94 55,737,048.06 Suzhou Xiaoshicheng Phase IV June 2012 27,506,878.65 -4,602,536.29 21,202,257.05 1,702,085.31 Xiaoshicheng Phase III, Suzhou November 2010 1,335,770.45 -3,655.12 1,332,115.33 Suzhou Xiaoshicheng Phase VI May 2013 528,050,737.98 527,126,500.43 924,237.55 Suzhou Sales Center Jun 2013 24,821,831.04 Suzhou Nanshan Community Service Center Jun 2013 115,762,867.57 Shanghai CM Yonghuayuan Phase I, II Aug 2011 15,679,168.00 15,679,168.00 Shanghai CM Haiwan Garden Phase I - V June 2011 98,787,011.79 676,522,248.18 335,742,817.24 439,566,442.73 Longyuan, Shanghai Jan 2012 1,025,001,421.53 -12,054,321.53 105,042,550.24 907,904,549.76 Haide Garden Section I, (phase II, III), Shanghai Dec 2010 105,954,185.96 69,601,041.57 36,353,144.39 Zijin Mountain NO.1, Nanjing Dec 2013 1,038,109,119.93 1,074,689,203.77 992,465,080.81 1,120,333,242.89 Nanjing Yunxigu October 2010 10,474,265.18 4,093,764.37 6,380,500.81

Zhangzhou CM Kadakaisi Phase I Dec 2011 50,779,715.18 2,237,843.19 25,266,072.17 27,751,486.20

Zhangzhou CM Kadakaisi Apartment June 2013 232,793,901.16 155,166,894.41 77,627,006.75 Zhangzhou CM Jianzhu December 2007 66,719.00 66,719.00 Zhangzhou CM Holiday 365 phase I Dec 2011 43,854,213.96 22,608.99 35,097,337.72 8,779,485.23 Zhangzhou CM Garden City Phase I Dec 2011 21,641,906.17 -2,531,836.46 11,693,127.29 7,416,942.42

Zhangzhou CM Garden City Phase II June 2013 210,994,961.83 163,761,188.00 47,233,773.83 Zhangzhou Yinshanhai Phase II December 2007 65,509.14 65,509.14 Zhangzhou Sun Garden Phase I Jun 2006 2,656,378.89 2,656,378.89 Zhangzhou Jinshanjiao Apartment Dec 2004 1,439,657.00 1,439,657.00 Xiamen Mayflower phase I land #3-4 Dec 2012 387,717,497.75 404,538,102.88 665,236,906.53 127,018,694.10 Xiamen Haide Park Phase I houses Dec 2012 328,357,543.00 74,149,817.89 247,542,958.87 154,964,402.02 Zhangshou Holiday 365, phase II Nov 2013 155,260,487.51 89,386,928.33 65,873,559.18 Chongqing CM Garden City Phase I Dec 2012 411,530,952.83 14,215,069.19 254,046,289.81 171,699,732.21 Chongqing CM. Jiangwancheng Phase I Nov 2009 46,938,981.09 730,762,586.34 769,994,961.99 7,706,605.44 Jiangwancheng, Phase III-V, Chongqing Sept 2012 123,120,901.45 34,534,556.53 157,655,457.98 Chongqing CM Jiangwancheng Phase II Dec 2010 15,845,295.90 23,271,324.95 31,519,941.83 7,596,679.02 Chongqing Changjiahui A 377,864,459.32 377,864,459.32 Chengdu CM Yonghuafu, Phase I Sept 2012 119,683,400.37 18,939,278.98 69,156,088.98 69,466,590.37 Chengdu Dongcheng Int’l Sept 2012 74,731,573.48 51,637,619.22 23,093,954.26 Bijie CM Garden City Phase I Sept 2013 88,105,507.51 13,521,487.03 74,584,020.48

141

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Projects Date of completion Initial ammount Current debit Current credit Amount at end of term Zhuhai CM Garden City Phase I Mar 2012 287,287,709.91 13,974,010.46 17,470,637.63 283,791,082.74 Jinshangu Phase 8, Guangzhou June 2013 176,252,053.69 103,033,539.92 73,218,513.77 Ginshangu Phase 4, Guangzhou July 2012 74,559,161.66 43,543,242.74 31,015,918.92 Jinshangu Phase 3, Section 2, Guangzhou June 2012 287,097,817.69 287,097,817.69 Guangzhou Jinshan Valley phase III, section 1 May 2010 126,262,624.11 113,509,707.50 12,752,916.61 Guangzhou Jinshan Valley phase II Jan 2010 21,732,195.63 11,566,948.51 17,333,643.31 15,965,500.83 Foshan Yiyuntianhui phase I Sept 2013 903,252,545.76 903,252,545.76 Foshan Yiyun Shui’an phase I,II Apr 2011 32,945,191.02 1,182,509.93 31,762,681.09 Foshan Yiyun Waterfront Phase IV Jan 2012 254,604,072.91 -20,355,880.24 99,966,917.05 134,281,275.62 Foshan Yiyun Waterfront Phase III Sept 2012 983,168,156.08 -60,565,193.04 877,536,402.66 45,066,560.38 Foshan Yiyun Shangcheng phase I Aug 2011 139,215,821.72 45,491,155.47 56,551,752.13 128,155,225.06 Foshan Yiyunshangcheng phase III June 2013 959,345,916.00 959,345,916.00 Foshan Yiyunshangcheng Phase II Oct 2012 872,838,690.48 794,162,580.74 78,676,109.74 Xicheng phase I, Foshan June 2013 681,705,438.70 462,544,497.49 219,160,941.21 Shenzhen CM Lanyuan October 2010 15,080,694.02 14,016,859.17 1,063,834.85 Shenzhen CM Guoling Garden June 2013 1,269,455,789.41 1,249,178,321.15 20,277,468.26 Shenzhen CM Guanyuan Jan 2012 581,919,045.17 1,340,519,174.36 1,641,518,357.27 280,919,862.26 Shenzhen Yongjinwan August 2012 244,957,912.30 1,327,238,511.28 1,518,326,191.38 53,870,232.20 Shenzhen Yishanjun phase II, III Oct 2009 13,440,925.00 13,440,925.00 Shenzhen Xicheng phase V May 2012 953,579,344.42 953,579,344.42

Shenzhen Xicheng Phase IV June 2011 210,918,780.33 210,918,780.33 Shenzhen Xicheng Phase VI Sept 2012 438,288,442.55 438,288,442.55 Shenzhen Wuzi Apartment June 2013 242,983,321.92 242,983,321.92 Shenzhen Lanxigu phase III May 2011 6,158,353.51 286,793,589.01 290,473,047.88 2,478,894.64 Shenzhen Lanxigu Phase II. June 2007 11,885,082.62 11,885,082.62 Shenzhen Haiyue Huating Sept 2009 6,388,730.11 6,388,730.11

Shipside Plaza, Shenzhen Sept 2013 98363670.23 98,363,670.23 Frontshio Plaza, Shenzhen Jun2013 397,437,709.60 397,437,709.60 CM Square Jun 2013 1,248,522,938.24 1,248,522,938.24 Backship Plaza, Shenzhen Jun 2013 405,167,969.18 405,167,969.18 Behindshio Plaza, Shenzhen Jun 2013 435,381,686.58 435,381,686.58 Seaworld Hotel Jul 2013 707,240,571.21 707,240,571.21 Others 1,533,987.00 1,533,987.00 Total 11,290,417,525.17 17,485,983,375.97 20,167,383,729.37 8,609,017,171.77

(3) Inventory impairment provision

142

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Decreased this year Amount at the Increased this Balance at end of Items Other beginning of year year Written back year transferred out Real property 368,210,000.00 368,210,000.00 development costs Property products 206,493,032.19 1,464,511.85 22,795,710.31 185,161,833.73 Low price consumable 162,981.66 162,981.66 Total 574,866,013.85 1,464,511.85 368,210,000.00 22,795,710.31 185,324,815.39

Note 1: Foshan Xinjie Property Co., Ltd., Nanjing CM Ruisheng Property Co., Ltd. and Suzhou Shuanghu Property Co., Ltd. – the subsidiaries of the Company, have provided RMB182,370,000.00, RMB72,000,000.00, and RMB113,840,000.00 of inventory impairment provisions respectively on Foshan Yiyun Shangcheng Project, Nanjing G54 Project, and Suzhou Shuanghu Project. At the end of current period, the Company evaluated the actual situation of these projects and decided that the impairment provision were not necessary any more. Therefore they were written back in the current period. Note 2: Shanghai Jingyuan Property Development Co., Ltd. – the subsidiary of the Company, have provided RMB206,493,032.19 of inventory impairment provisions respectively on Shanghai Sheshan Longyuan Project. At the end of current period, the Company evaluated the actual situation and realizable net value of the project and decided to provide another RMB1,464,511.85 of inventory impairment provision. Meanwhile, the impairment loss which was provided at ratio of sales in the current period was RMB22,795,710.31.

(4) Accumulated interest expense capitalized was RMB1,991,985,000.82 in the development costs. Interests accounted into property development costs were amounted to RMB581,693,680.57 for the current period.

(5) Inventories under pledge:

A. Qingdao Zhongrunde Auto Trade Co., Ltd. – one of the Company’s subsidiaries uses the land using rights and construction-in-process of CM-Zhongrunde Airport Business Garden Phase I licensed 青房地权市字第 20081844 号 and 青房地建市字第 201274753 号 to secure for the bank loans of RMB180,000,000.00. B. China Merchants Jiaming (Beijing) Property Development Co., Ltd. – subsidiary of the Company, uses the land CY-09 located at Dongxiaokou Town, Changping, Beijing and construction-in-process to secure the bank loan of RMB300,000,000.00, which will due in one year. C. Tianjin CM Taida Investment Co., Ltd. – subsidiary of the Company, uses the land licensed 津字第 114051200160 号 to secure the bank loan of RMB97,928,563.46. In which RMB800,000.00 will due in one year.

(6) As of December 31, 2013, the Group has reserved land of 4.6962 million square meters, with cost of RMB14,573,752,558.66

143

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 7. Non-current asset due in 1 year

Items Balance at end of year Amount at the beginning of year Property

Long-term receivable account due in 1 year 4,175,229.58 16,756,858.87 Entrusted loan

Total 4,175,229.58 16,756,858.87

8. Other current asset

Amount at the beginning of Items Balance at end of year Property year

Prepaid tax 3,547,427,010.52 2,805,932,402.35 Tax prepaid

Others 2,770,929.08 12,337,541.63 Other tax prepaid

Total 3,550,197,939.60 2,818,269,943.98

9. Long-term receivable

Items Balance at end of year Amount at the beginning of year

Entrusted loan 49,721,270.00

Total 49,721,270.00

10. Long-term share equity investment

(1) Long-term equity investment segment

Items Balance at end of year Amount at the beginning of year

Long-term equity investment on cost basis

Long-term equity investment on equity basis 1,653,194,214.56 1,083,249,770.92

Total of long-term equity investment 1,653,194,214.56 1,083,249,770.92

Less: Long-term investment impairment provision

Value of long-term equity investment 1,653,194,214.56 1,083,249,770.92

144

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

(2) Long-term equity investment on equity basis

Current year Shareholding Year begin Current year Current year Year end Name of the Companies Voting rights (%) Investment cost Cash Ratio (%) Amount Additions Decrease Amount Dividend

On equity basis Guangzhou Panyu Creative Technologies & Science Garden Co., Ltd. (Note 1) 51.00 51.00 350,000,000.00 315,280,885.53 2,187,313.85 313,093,571.68 Shanghai Ledu Property Co., Ltd. 33.33 33.33 66,660,000.00 168,489,639.40 49,026,006.19 217,515,645.59 China Merchants Guangming Technologies Garden Ltd. 49.00 49.00 196,000,000.00 168,472,474.97 4,615,919.52 163,856,555.45 Tianjin Xinhai real Estate Development Co., Ltd. 45.00 45.00 6,750,000.00 97,270,125.58 6,808,904.47 104,079,030.05 TCL Photoelectronic Tech (Shenzhen) Co., Ltd. 40.00 40.00 42,010,652.00 191,473,257.88 33,260,382.13 130,957,646.80 93,775,993.21 130,957,646.79 Shanghai Xinnanshan Property Development Co., Ltd. (Note 2) 20.00 20.00 60,000,000.00 98,000,000.00 41,670,871.45 56,329,128.55 Ningbo Jiangwan Property Co., Ltd. (Note 3) 34.00 34.00 30,000,000.00 30,000,000.00 974,853.19 29,025,146.81 Shenzhen Denhan Investment & Development Co., Ltd. (Note 4) 70.00 50.00 14,000,000.00 13,550,204.74 111,115.22 13,439,089.52 Shenzhen China Merchants OCT Investment Co., Ltd. 50.00 50.00 2,500,000.00 3,445,566.66 426,686.25 680,271.71 3,191,981.20 680,271.71 Beijing CM Tianping Property Management Co., Ltd. 49.00 49.00 490,000.00 2,440,567.51 49,961.73 2,490,529.24 Shenzhen Yihaicheng Commercial Property Management Co., Ltd. (Note 5) 50.00 50.00 500,000.00 500,000.00 500,000.00 Shenzhen China Merchants OCT Investment Co., Ltd. (Note 6) 50.00 50.00 50,000,000.00 966,518,914.36 310,621,968.60 655,896,945.76 310,621,968.60 Beijing Guangying Property Development Co., Ltd. 34.00 34.00 6,258,825.01 4,736,375.82 1,258,825.01 5,995,200.83 Huizhou Taitong Property Investment Co., Ltd. 49.00 49.00 25,484,900.00 20,076,394.26 20,076,394.26 Jones Tech Limited 49.00 49.00 309.92 6,689.11 6,689.11 Holly ProfitLimited 49.00 49.00 309.92 7,589.46 7,589.46 Station Fortune Limited 49.00 49.00 298.75 298.75 298.75 Chief Master Limited 49.00 49.00 298.75 298.75 298.75

145

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Current year Shareholding Year begin Current year Current year Year end Name of the Companies Voting rights (%) Investment cost Cash Ratio (%) Amount Additions Decrease Amount Dividend

Foshan China Merchants Longyuan Property Co., Ltd. (Note 7) 50.00 50.00 50,000,000.00 Total 900,655,594.35 1,083,249,770.92 1,087,850,277.64 517,905,834.00 1,653,194,214.56 442,259,887.10

Note 1: Shenzhen CM Property Co., Ltd. – subsidiary of the Company, is holding 51% of the equity share of Guangzhou Panyu Innovative Tech Garden Co., Ltd. For the Articles of Association of Guangzhou Panyu Innovative Tech Garden Co., Ltd. has stated that all financial and business decisions can only be adopted with favorable votes from over 2/3 of the directors. Therefore the Company is not holding control power over Guangzhou Panyu Innovative Tech Garden Co., Ltd. It was not consolidated. Note 2: On March 19, 2013, Shanghai Xinnanshan Property Development Co., Ltd. reduced its registered capital by RMB190 million. Therefore Shenzhen CM Property Co., Ltd. has retrieved it investment of RMB38 million according to the articles of association and investment agreement of the company. Note 3: On July 16, 2013, the Company invested RMB 30 million to incorporate Ningbo Jiangwan Property Development Co., Ltd. and held 100% of the shares. Ningbo Jiangwan took over Fudi (Group) Co., Ltd. and Shanghai Shimao Co., Ltd. thereafter. Upon completion of the expansion, Ningbo Jiangwan expanded its registered capital to RMB100 million. According to the Articles of Association of Ningbo Jiangwan and related agreements, the Company holds 34% of share and voting power in it. Note 4: Shenzhen CM Property Co., Ltd. is holding 70% of equity share of Shenzhen Dehan Investment Co., Ltd. According to the Articles of Association of Shenzhen Dehan Investment Development Co., Ltd. and the related agreement, the financial and business decisions must be made upon mutual agreement of the two shareholders. Therefore Shenzhen China Merchants Property Co., Ltd. has no control over the company, and this company was not included in the consolidation range. Note 5: On July 15, 2013, Shenzhen CM Shangzhi Property Co., Ltd., along with Shenzhen Wanke Commercial Property Management Co., Ltd., invested to incorporate Shenzhen Yihaicheng Commercial Property Management Co., Ltd. with registered capital of RMB1 million. Shenzhen CM Shangzhi Property invested RMB500 thousand and was holding 50% of equity share of Shenzhen Yihaicheng Commercial Property Management Co., Ltd. According to the Articles of Association of Shenzhen Yihaicheng Commercial Property Management Co., Ltd. and the related agreement, the financial and business decisions must be made upon mutual agreement of the two shareholders. Therefore Shenzhen CM Shangzhi Property Co., Ltd. has no control over the company, and this company was not included in the consolidation range.

146

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Note 6: According to the resolutions of the shareholders’ meeting held on April 1, 2013, Shenzhen OCT Property Co., Ltd. is holding the major voting power over Shenzhen CM OCT Investment Co., Ltd. For the control power has been demised, the Company eliminates Shenzhen CM OCT Investment Co., Ltd. from the consolidated financial statements since April 1, 2013, and Shenzhen CM OCT Investment Co., Ltd has become an associated company of the Company. Note 7: Shenzhen CM Property Co., Ltd. uses equity basis to account the equity in Foshan Longyuan Property Co., Ltd. For the company was in great loss, the book value of the long-term equity investment has been reduced to zero.

(3) Investment in affiliates

Current year Name of the Companies Ratio % Voting rights (%) Total asset at end of year Total liability at end of year Total net asset at end of year Total of turnover Net profit

Joint ventures

Shenzhen Dehan Investment Development Co., Ltd. 70.00 50.00 19,332,300.93 133,601.61 19,198,699.32 -158,736.03

Shenzhen Yihaicheng Commercial Property Management Co., Ltd. 50.00 50.00 2,214,246.08 1,476,529.25 737,716.83 -262,283.17

Foshan China Merchants Longyuan Property Co., Ltd. 50.00 50.00 651,968,359.27 672,924,222.36 -20,955,863.09 97,222.88

Beijing Guangying Property Development Co., Ltd. 34.00 34.00 2,964,945,013.44 3,113,609,572.05 -148,664,558.61 9,000.00 -200,936,470.21

Shenzhen China Merchants OCT Investment Co., Ltd. 50.00 50.00 17,095,319.45 10,929,473.56 6,165,845.89 27,220,575.05 853,372.50

Ningbo Jiangwan Property Co., Ltd. 100.00 34.00 1,380,798,554.96 1,353,665,770.23 27,132,784.73 宁波江湾房地产有限公司

Affiliates

Shenzhen China Merchants OCT Investment Co., Ltd. 50.00 50.00 3,399,625,684.85 2,603,501,195.89 796,124,488.96 2,244,688,271.37 646,124,488.95

Guangzhou Panyu Innovation Technology Garden Co., Ltd. 51.00 50.00 739,436,746.91 174,231,295.59 565,205,451.32 30,987,394.26 -4,304,634.35

147

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Current year Name of the Companies Ratio % Voting rights (%) Total asset at end of year Total liability at end of year Total net asset at end of year Total of turnover Net profit

Huizhou Taitong Property Investment Co., Ltd. 49.00 49.00 11,534,004.54 30,785,875.31 -19,251,870.77 -58,365,515.62

Shanghai Xinanshan Property Development Co., Ltd. 20.00 20.00 1,640,096,209.71 1,358,450,566.94 281,645,642.77 -19,710,685.52

China Merchants Guangming Technologies Garden Ltd. 49.00 49.00 645,688,163.78 311,287,030.18 334,401,133.60 28,774,814.00 -9,420,243.92

Beijing CM Tianping Property Management Co., Ltd. 49.00 49.00 5,769,232.72 748,195.32 5,021,037.40 10,487,601.36 101,962.72

Tianjin Xinhai real Estate Development Co., Ltd. 45.00 45.00 238,510,046.24 7,223,312.79 231,286,733.45 -2,202,231.27

Shanghai Ledu Property Co., Ltd. 33.33 33.33 897,516,573.93 244,905,104.07 652,611,469.86 1,114,204,622.00 157,171,912.40

JonesTechLimited 49.00 49.00 77,580,399.23 77,577,852.16 2,547.07 -14,198.54

HollyProfitLimited 49.00 49.00 85,336,012.55 85,332,631.40 3,381.15 -15,618.45

Station Fortune Limited 49.00 49.00 20,775.43 20,000.00 775.43

Chief Master Limited 49.00 49.00 20,775.43 20,000.00 775.43

TCL Photoelectronic Tech (Shenzhen) Co., Ltd. 40.00 40.00 798,274,547.37 328,678,617.01 469,595,930.36 474,957,615.15 172,993,162.23

148

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 11. Investment real estates

(1) Investment property on cost basis

Amount at the beginning Increased this Decreased this Balance at end of Items of year year year year

Original value 4,347,138,687.70 2,986,251,795.37 251,696,458.25 7,081,694,024.82

Houses & buildings 3,025,915,189.70 1,845,495,803.56 251,696,458.25 4,619,714,535.01

Land using right 1,321,223,498.00 1,140,755,991.81 2,461,979,489.81

Accumulated depreciation and 1,229,802,703.46 215,050,597.94 25,003,610.46 1,419,849,690.94 amortization

Houses & buildings 1,041,996,453.70 154,900,927.34 25,003,610.46 1,171,893,770.58

Land using right 187,806,249.76 60,149,670.60 247,955,920.36

Net book value 3,117,335,984.24 5,661,844,333.88

Houses & buildings 1,983,918,736.00 3,447,820,764.43

Land using right 1,133,417,248.24 2,214,023,569.45

Impairment provision

Houses & buildings

Land using right

Book value 3,117,335,984.24 5,661,844,333.88

Houses & buildings 1,983,918,736.00 3,447,820,764.43

Land using right 1,133,417,248.24 2,214,023,569.45

(2) In the current increase of accumulated depreciation and accumulated amortizing, there was an amount of RMB2,792,331,979.79 provided in current year.

(3) As of December 31, 2013, no investment property under pledge.

(4) As of December 31, 2013, there were investment properties amounted to RMB2,495,721,870.01 which had not been granted the Certificate of Property. Among them were mainly Zhangzhou Ziweiyuan Phase I, Jinshangu Phase II, Walmart Shopping Center, Jinshan House Phase VIII, Meilun Apartment, Shiptail Plaza, Behind-ship Plaza, and China Merchants Plaza. Filing process of the certificates isunder progress. 12. Fixed assets

(1) Particulars of fixed assets

149

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Items Amount at the beginning of year Transferred in current year Increased this year Decreased this year Balance at end of year Original value 769,068,044.59 29,948.00 1,849,044,503.74 196,09,507.71 2,422,132,988.62 Houses & plants 379,918,768.98 1,658,778,844.36 163,377,056.25 1,875,320,557.09 Equipment & machinery 227,304,296.17 100,082,025.74 12,306,731.12 315,079,590.79 Transportation equipment 77,504,791.68 21,716,555.18 6,923,715.86 92,297,631.00 Office equipment 84,340,187.76 29,948.00 68,467,078.46 13,402,004.48 139,435,209.74 Increased this year Provided this year Accumulated depreciation: 333,873,066.83 323.21 92,667,471.35 42,828,864.32 383,711,997.07 Houses & plants 88,538,442.71 53,254,822.97 20,766,445.36 121,026,820.32 Equipment & machinery 149,448,071.21 15,152,471.13 9,263,718.32 155,336,824.02 Transportation equipment 44,727,402.63 8,482,634.13 5,768,010.24 47,442,026.52 Office equipment 51,159,150.28 323.21 15,777,543.12 7,030,690.40 59,906,326.21 Net book value 435,194,977.76 2,038,420,991.55 Houses & plants 291,380,326.27 1,754,293,736.77 Equipment & machinery 77,856,224.96 159,742,766.77 Transportation equipment 32,777,389.05 44,855,604.48 Office equipment 33,181,037.48 79,528,883.53 Impairment provision Houses & plants Equipment & machinery Transportation equipment Office equipment Book value 435,194,977.76 2,038,420,991.55 Houses & plants 291,380,326.27 1,754,293,736.77 Equipment & machinery 77,856,224.96 159,742,766.77 Transportation equipment 32,777,389.05 44,855,604.48 Office equipment 33,181,037.48 79,528,883.53

(2) Among the fixed asset increased in current year, there were RMB9,157,706.99 of transferred from construction-in-process,RMB1,520,292,601.68 transferred from inventory, and RMB92,667,471.35 of accumulated depreciation in current year. (3) As of December 31, 2013, there were some of the properties under application of property certificates, they were amounted to RMB671,343,361.54 in net value. 13. Construction in process

(1) Particulars of construction-in-process

Balance at end of year Amount at the beginning of year

Items Book Impairment Book Book Impairment Book

balance provision value balance provision value

Transformer Station 97,696,226.79 97,696,226.79 85,522,230.19 85,522,230.19

Construction project 2,936,043.39 2,936,043.39 2,936,043.39 2,936,043.39

150

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Balance at end of year Amount at the beginning of year

Items Book Impairment Book Book Impairment Book balance provision value balance provision value

Reconstruction of the training 4,263,308.18 4,263,308.18 center

Total 104,895,578.36 104,895,578.36 88,458,273.58 88,458,273.58

(2) The change of important construction in progress

Decreased this year Amount at the Increased this Balance at end Project Transferred to Other beginning of year year of year fixed asset decrease

Transformer Station 85,522,230.19 21,469,657.59 9,157,706.99 137,954.00 97,696,226.79

Construction project 2,936,043.39 2,936,043.39

Reconstruction of the training 4,263,308.18 4,263,308.18 center in Zhengcheng

Total 88,458,273.58 25,732,965.77 9,157,706.99 137,954.00 104,895,578.36

(cont.)

% of Accumulate of Incl. Interest Capitalization rate Fund Project Budget investment on interest capitalized in of interest of the recourse budget capitalized the year year

Transformer Station 214,000,000.00 45.65 Independent

Construction project 1,587,565,000.00 0.18 Independent

Reconstruction of 7,363,308.18 57.90 Independent the training center

Total 1,808,928,308.18

14. Intangible assets

Items Amount at the beginning of Increased this Decreased this Balance at end of year year year year Original value 566,949,237.65 566,949,237.65 Land using right 560,127,109.65 560,127,109.65 Others 6,822,128.00 6,822,128.00 Accumulated 24,500,586.23 24,500,586.23 amortizing

151

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Items Amount at the beginning of Increased this Decreased this Balance at end of year year year year Land using right 21,427,208.41 21,427,208.41 Others 3,073,377.82 3,073,377.82 Net book value 542,448,651.42 Land using right 538,699,901.24 Others 3,748,750.18 Impairment provision Land using right Others Book value 542,448,651.42 Land using right 538,699,901.24 Others 3,748,750.18

(1) Settlements of Beijing Kangdela Hotel, Shekou Maritime World Hilton Hotel, and Zhangzhou Meilun Villas have completed, and the land-using rights were transferred to intangible assets with net value of RMB538,699,901.24. (2) Actual amortization of the year was RMB24,500,586.23 15. Goodwill

Amount at the beginning Increased this Decreased this Balance at end of Name of the Companies year of year year year

China Merchants Land Property 159,560,861.23 159,560,861.23 Co., Ltd.

Total 159,560,861.23 159,560,861.23

The Group recognizes the difference between the predicted value of future cash flow and book value of the group of goodwill asset as impairment loss of the group of goodwill asset. 16. Long-term amortizable expenses

Amount at the Other decrease in this Items Increased this year Amortized this year Balance at end of year beginning of year year Renewing of fixed assets for rent 210,543,536.60 7,355,898.42 19,867,820.41 198,031,614.61

Others 38,895,156.52 52,255,208.77 29,874,474.19 1,638,662.98 59,637,228.12

Total 249,438,693.12 59,611,107.19 49,742,294.60 1,638,662.98 257,668,842.73

152

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 17. Deferred income tax asset and deferred income tax liability

(1) Deferred income tax assets and liabilities already recognized

Items Balance at end of Amount at the beginning of year year

Deferred income tax asset

Land VAT drawn in advance 740,221,155.30 914,031,960.23

Reserved expenses 195,213.25 20,589,965.05

Expected liabilities 2,618,340.03 3,504,252.82

Bad debt provision on other receivables 4,617,710.75 1,592,806.37

Amortizing of other long-term assets 3,580,077.90 1,218,876.73

Bad debt provision on receivables 444,284.36 1,209,564.16

Education expenses and advertisement expenses exceeded the 5,790,627.28 standard of tax law

Others 12,790,471.82

Total 770,257,880.69 942,147,425.36

Deferred income tax liability

Retained profit of the invested entities 108,596,697.05

Total 108,596,697.05

(2) Details of un-recognized deferred income tax assets

Items Balance at end of year Amount at the beginning of year

Deductible provisional differences 20,887,975.87 504,593,980.48

Neutralizable losses 1,880,447,683.61 1,103,153,022.92

Land VAT drawn in advance 599,606,449.00

Total 2,500,942,108.48 1,607,747,003.40

(3) Deductible losses of the un-recognized deferred income tax asset will expire in the following years

Items Balance at end of year Amount at the beginning of year

2013 7,913,547.81

2014 9,070,705.50 9,070,705.50

153

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Items Balance at end of year Amount at the beginning of year

2015 73,616,726.44 74,476,260.35

2016 187,868,641.92 200,825,226.11

2017 743,689,981.13 810,867,283.15

2018 866,201,628.62

Total 1,880,447,683.61 1,103,153,022.92

(4) Details of taxable differences and deductible differences

Items Amount

Differences in taxable items

Retained profit of the invested entities 1,251,843,070.09

Sub-total 1,251,843,070.09

Neutralizable different items

Bad debt provision on receivables 1,777,137.44

Bad debt provision on other receivables 18,470,842.98

Amortizing of other long-term assets 14,320,311.60

Land VAT drawn in advance 2,960,884,621.18

Reserved expenses 780,853.00

Expected liabilities 10,473,360.10

Education expenses and advertisement expenses exceeded the standard of tax law 23,162,509.11

Others 51,161,887.35

Sub-total 3,081,031,522.76

18. Detailed Table of Asset Impairment Provisions

Decreased this year Amount at the Increased this Balance at end Items Written Other beginning of year year of year back transferred out

Bad debt provision (Note 26,274,341.63 17,724,020.85 2,861,850.21 556.00 41,135,956.27 1)

Inventory impairment 574,866,013.85 1,464,511.85 368,210,000.00 22,795,710.31 185,324,815.39 provision (Note 2)

154

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Decreased this year Amount at the Increased this Balance at end Items Written Other beginning of year year of year back transferred out

Total 601,140,355.48 19,188,532.70 371,071,850.21 22,796,266.31 226,460,771.66

Note 1: In the amount of bad debt provision increased in current year, there were RMB15,840,349.94 provided this year, and RMB1,883,670.91 was caused by change of consolidation range. Note 2: Other transferring out of inventory impairment provision is demonstrated in VI. 6(III) Details of inventory impairment provisions. 19. Short-term loans

Categories Balance at end of year Amount at the beginning of year

Guaranteed loans (Note 1) 1,200,000,000.00 850,000,000.00

Credit loan 3,050,000,000.00 1,255,000,000.00

Total 4,250,000,000.00 2,105,000,000.00

Note 1: The Company has provided RMB1,200,000,000.00 of guarantee to Shenzhen CM Power Supply Co., Ltd. – subsidiary of the Company, for bank loans. 20. Notes payable

Type of notes Balance at end of year Amount at the beginning of year

Bank acceptance 4,777,875.00 19,151,995.76

Commercial acceptance 22,489,762.07 28,458,666.83

Total 27,267,637.07 47,610,662.59

Amount due in next fiscal year is RMB27,267,637.07. 21. Account payable

(1) Account payable

Items Balance at end of year Amount at the beginning of year

Project payment 6,498,504,292.06 6,265,912,326.22

Land price 4,916,328,784.79 5,360,808,997.86

Payment for acquisition of equity (Note 135,650,000.00 70,650,000.00 1)

155

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Items Balance at end of year Amount at the beginning of year

Warrant fee 336,853,170.30 51,325,997.23

Others 123,496,207.35 48,201,575.64

Total 12,010,832,454.50 11,796,898,896.95

Incl. Over one year 937,403,243.07 1,856,114,489.14

Note 1: Payment for acquisition of equity: the amount of RMB70,650,000.00 payable by Shenzhen CM Property Co., Ltd. – the subsidiary of the Company, to Shanghai Meiyang Property Co., Ltd. to acquire the equity of Shanghai Fengyang Property Development Co., Ltd.; and the amount of RMB65,000,000.00 payable to Shenzhen Weihui Investment Co., Ltd. to acquire Shenzhen CM Ruide Property Co., Ltd. (2) Significant accounts payable aged over 1 year

Amount to repay after Name of the companies / projects End of term Age Reason of overdue the report term Payment for Beijing Park. 1872 Phase I II 111,762,084.26 1-2 years Project not settled yet Tianjin Zhuanshishan Phase I, II 73,297,454.91 1-2 years Project not settled yet Over 3 Settlement condition not Shanghai Meiyang Property Co., Ltd. 70,650,000.00 years satisfied yet Shenzhen CM Guanyuan 54,278,086.92 1-2 years Project not settled yet Foshan Yiyun Waterfront Phase II 52,001,940.71 2-3 years Project not settled yet construction payment Guangzhou Jinshangu Garden Phase IV 50,215,826.51 1-2 years Project not settled yet Shenzhen Yongjinwan 42,759,208.59 1-2 years Project not settled yet Shanghai Baoshan Yanghang Town Over 3 Payment condition not 35,748,237.40 Government years satisfied yet Shanghai CM Yonghua Garden 31,614,517.68 1-2 years Project not settled yet Foshan Yiyunshangcheng Phase II 29,168,325.00 1-2 years Project not settled yet Foshan Yiyun Shangcheng Phase I 21,797,152.60 2-3 years Project not settled yet construction payment Zhangshou Holiday 365, phase I 20,329,349.60 2-3 years Project not settled yet Foshan Yiyun Waterfront Phase I Over 3 18,995,924.21 Project not settled yet construction payment years Nanjing Yiyun Xigu construction Over 3 16,336,506.27 Warranty not expired payment years Over 3 Shenzhen Yishanjun Phase III 15,093,827.65 Warranty not expired years Lanyuan, Shenzhen 14,302,377.78 1-2 years Warranty not expired Zhangzhou Kadakaisi Villas phase I 12,791,137.35 1-2 years Project not settled yet Tianjin Songjiang Tuanpo Investment 12,325,332.00 1-2 years Project not settled yet Development Co., Ltd. Foshan Yiyunshui’an Phase IV 10,544,301.13 1-2 years Project not settled yet Suzhou Yongjingwan Phase I 9,334,729.84 1-2 years Project not settled yet

Shanghai CM Haiwan Garden warrant 8,894,329.50 1-2 years Warranty not expired

156

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Amount to repay after Name of the companies / projects End of term Age Reason of overdue the report term fund

Foshan Yiyun Shangcheng Phase I 8,677,877.29 1-2 years Project not settled yet construction payment Chengdu Dongcheng International Plaza 8,051,818.92 1-2 years Project not settled yet Shenzhen Lanxigu Phase I 7,370,518.37 1-2 years Warranty not expired Beijing Jianghe Curtain Wall Co., Ltd. 6,854,339.59 1-2 years Project not settled yet Xia’men Mayflower 6,728,512.24 1-2 years Project not settled yet Zhangzhou CM Garden City Phase I 6,630,050.19 1-2 years Project not settled yet Suzhou Yiyunshui’an Phase III 6,344,717.74 1-2 years Project not settled yet Guangzhou Jinshangu Garden Phase III, 5,600,489.78 1-2 years Warranty not expired section 1 Zhongjian No.3 Construction Co., Ltd. 5,499,520.17 2-3 years Project not settled yet Shenzhen Property old building warrant 5,231,693.01 1-2 years Warranty not expired fund Zhangshou Holiday 365, phase I 5,110,073.01 1-2 years Project not settled yet

Total 784,340,260.22

(3) No payable account at the end of year due to shareholders with 5% or over of shares of the Group 22. Advances received

(1) Advances received

Items Balance at end of year Amount at the beginning of year

Total 37,517,671,641.79 28,463,966,430.34

Incl. Over one year 3,720,581,363.29 2,962,002,551.39

Note: Most of the advance received were the advances for property sales. Advances overdue for over one year were those properties not accepted yet. (2) No advance payment account at the end of year due to shareholders with 5% or over of shares of the Group (3) Prepayment for properties

Projects End of term Beginning of term Planned finish date % of presales Beijing Park 1872 phase III 2,513,448,128.72 3,154,064,691.00 2014 89.35 Beijing Xicheng Home and Longyuan 483,021,009.00 2,901,459,060.00 completed 98.00 Tianjin Beiken Hill 612,503,010.00 30,096,975.00 2014 22.99 Yiyunjun, Tianjin 4,041,470.00 272,839,291.00 completed 39.69 Tianjing Yonghuafu 8,167,103.00 118,291,105.00 completed 99.62 Tianjin Zhaosheng Zhuanshishan 254,743,936.00 1,507,911,417.10 2014 76.40 Ha’erbin Nortin Hill 64,133,341.74 134,345,182.98 2014 22.52

157

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Projects End of term Beginning of term Planned finish date % of presales Nanjing Yunxigu 13,697,123.80 15,363,662.92 2015 100.00 Nanjing Zijinshan No.1 (former G67 project) 81,034,908.03 356,405,403.70 completed 60.20 Nanjing Ruisheng Yonghuafu Phase I 1,185,606,983.56 2015 73.16 Qingdao Lavie Commune 336,531,075.00 43,515,038.00 2014 37.39 Qingdao Haide Garden 104,020,254.00 2015 30.55 Shanghai Haide Garden 1,025,262,637.00 102,643,871.00 completed 83.56 Shanghai Haiwan 164,839,893.00 271,212,217.00 completed 51.96 Shanghai Sheshan Longyuan 122,907,095.00 10,293,698.00 2014 27.70 Shenzhen Hongyue Huating 1,104,974,625.00 2014 81.69 Suzhou Xiaoshicheng 1,068,144,545.32 1,400,508,645.88 2015 79.80 Suzhou Yongjingwan 1,157,626,344.00 190,496,895.00 2014 91.74 Suzhou Yonghuafu Phase I 605,767,868.00 2014 39.52 Suzhou CM Yishanjun Phase I 90,317,988.00 2015 7.60 Changzhou CM Garden City Phase I 130,421,353.00 2017 27.66 Zhenjiang Beiguwan Project Phase I 1,009,300,474.03 805,304,558.90 completed 58.47 Xiamen Haide Park (Former Xiamen P08 project) 1,507,876,002.00 582,760,542.00 2014 63.53 Xiamen Haishang Wuyuehua 1,684,807,638.57 1,486,326,635.30 2015 54.80 Garden City, Zhangzhou 35,159,236.20 205,381,096.20 2013 99.19 Zhangzhou Holiday 365 225,182,206.24 92,080,487.40 2014 87.75 Zhangzhou Kadakaisi 1,109,021,632.16 260,534,822.11 2013 89.20 Wuhan Yonghuafu 945,441,379.00 248,993,182.00 2014 89.78 Wuhan Aoming Moshuihu 718,119,183.00 2014 48.75 Chengdu Dongcheng Int’l 5,000,000.00 26,330,800.00 completed 87.34 Chengdu Yonghuafu 1,450,106,403.20 357,313,345.00 2014 81.71 Bijie CM Garden City 481,515,592.00 98,487,935.00 2014 52.08 Chongqing Changjiahui 703,275,279.23 645,325,350.80 2017 37.55 Chongqing CM Garden City 772,714,786.31 415,620,937.00 2015 48.89 Chongqing China Merchants Jiangwan City 79,310,504.00 971,786,616.00 completed 92.53 Foshan Yiyun Tianhui 1,815,818,056.00 695,223,079.00 2014 56.77 Foshan Yiyun Shangcheng 996,710,467.73 1,082,750,503.00 completed 88.87 Foshan Yiyunshui’an 363,928,689.63 2,106,889,524.68 completed 96.96 Foshan Yunxi Town 297,758,971.00 415,276,326.00 2015 68.96 Guangzhou Donghuicheng 2,409,381,921.15 391,754,210.00 2016 53.75 Jinshan Valley, Guangzhou 428,617,599.35 679,472,966.00 2014 64.98 Zhuhai CM Garden City 1,142,120,726.00 1,059,798,048.00 completed 86.56 Shenzhen Guoling Garden 916,294.00 2,358,203,307.90 completed 99.30 Shenzhen Lanxigu 23,097,053.00 23,839,614.00 completed 100.00 Shenzhen Wuzi Apartment 41,930,540.00 400,973,143.00 completed 88.28 Shenzhen Yongjinwan 75,999,203.00 337,120,918.00 completed 97.73 Shenzhen CM Guanyuan 292,375,822.00 203,949,030.00 completed 92.83 Shenzhen Xicheng Phase IV (Note) 91,623,330.00 Shenzhen Xicheng phase V (Note) 344,270,069.00

158

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Projects End of term Beginning of term Planned finish date % of presales Shenzhen Xicheng Phase VI (Note) 25,588,605.00 Shenzhen Property Jingshan Phase IX 3,890,394,171.00 2014 88.58 Shenzhen Property Yishanjun 86,525,110.00 completed 100.00 Shenzhen Yihaicheng 3,365,465,960.00 1,457,269,767.00 2016 31.56 Shenzhen Pingshan Property Pingshan Garden City Phase I 356,504,453.00 2015 39.02 Others 12,000,463.24 23,053,805.73 Total 37,457,586,507.21 28,402,749,707.60

Note: For the phase IV, V, and VI of Shenzhen Xicheng are projects invested by Shenzhen CM OCT Co., Ltd., and the share equity has been changed. Therefore Shenzhen CM OCT Investment Co., Ltd. is no longer consolidated since April 1, 2013. 23. Employees’ wage payable

Items Amount at the Increased this year Decreased this year Balance at end of year

beginning of year

Wage, bonus, allowance and subsidies 301,198,403.13 1,186,144,737.65 1,133,694,041.40 353,649,099.38

Employee welfare 73,957,304.82 73,957,304.82

Social insurance 1,299,788.72 156,841,719.71 157,559,025.98 582,482.45

Incl. Medical insurance 193,510.37 35,635,289.94 35,651,544.68 177,255.63

Basic pension 376,137.36 84,041,811.29 83,915,654.62 502,294.03

Supplementary medical insurance 38,739.36 38,739.36

Annual fee (supplementary pension) 444,010.83 25,468,033.20 26,337,759.99 -425,715.96

Unemployment insurance 116,895.38 5,620,415.54 5,587,791.91 149,519.01

Labor injury insurance 85,571.77 3,020,829.90 3,014,576.58 91,825.09

Breeding insurance 83,663.01 3,016,600.48 3,012,958.84 87,304.65

Housing fund 1,232,929.00 47,610,669.47 47,567,656.37 1,275,942.10

Trade union and education allowance 23,424,349.03 35,588,101.07 36,878,424.85 22,134,025.25

Dismissing policy 1,280,000.00 1,844,974.32 1,844,974.32 1,280,000.00

Others 5,605,024.24 12,084,796.40 10,716,657.29 6,973,163.35

Total 334,040,494.12 1,514,072,303.44 1,462,218,085.03 385,894,712.53

159

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 24. Tax payable

Items Balance at end of year Amount at the beginning of year

Enterprise income tax 1,103,188,885.00 1,456,225,181.67

Land VAT 82,252,894.07 228,643,835.33

Operational tax 173,015,455.00 213,733,667.61

Personal income tax 16,385,954.42 9,960,146.29

VAT 1,727,875.43 -2,768,550.18

City maintenance and construction tax 10,905,212.85 15,374,675.69

Land using tax 6,202,187.15 7,173,790.53

Contract tax 59,104,080.00

Others 11,643,333.18 23,239,606.24

Total 1,464,425,877.10 1,951,582,353.18

25. Interest payable

Items Balance at end of year Amount at the beginning of year

Long-term loan interest with installments 141,592,356.43 116,181,985.15

Interest of company bond 6,809,898.56

Short-term borrowing interests payable 3,958,803.08 3,585,837.77

Total 152,361,058.07 119,767,822.92

26. Dividend payable

Name of the companies Balance at end of Amount at the beginning Reason of overdue for year of year over 1 year Shenzhen Nanshan Property Postponed upon negotiation with 110,809,046.70 64,670,051.82 Development Co., Ltd. the cooperator Tianjin Shenmiao Investment Group Co., Postponed upon negotiation with 9,692,329.22 9,692,329.22 Ltd. the cooperator Business suspended for Shenzhen Huayuan Seafood Restaurant 285,600.10 285,600.10 years Shenzhen Shekou Dongdi Industry 140,218.27 Development Co., Ltd. Shenzhen OCT Property Co., Ltd. 215,517,078.84

160

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Name of the companies Balance at end of Amount at the beginning Reason of overdue for year of year over 1 year Total 120,927,194.29 290,165,059.98

27. Other account payable

(1) Other account payable

Items Balance at end of year Amount at the beginning of year

Interchange with co-operative companies 5,606,100,060.64 5,512,860,268.43

Interchange with related parties 2,059,548,538.01 1,232,898,435.23

Deposit 555,633,651.06 304,845,498.21

Temporary payment 533,845,271.67 1,319,445,449.77

Others 258,919,961.15 132,302,941.45

Total 9,014,047,482.53 8,502,352,593.09

Incl. Over one year 1,992,622,335.11 2,355,234,416.27

Note: Large amount other payables over one year were mainly the payment made by minority shareholders on behalf. (2) Receivable accounts due from shareholding parties with 5% or over of the Company’s shares

Balance at end of year Amount at the beginning of year Name of the companies Amount Bad debt provision provided Amount Bad debt provision provided

China Merchants Shekou Industrial Zone Co., Ltd. 79,488,890.25 2,097,500.03

Total 79,488,890.25 2,097,500.03

(3) Other payable accounts with large amount at end of year

Items Amount Age Description over 0-3 Trade account of shareholders of Shanghai Langda Industrial Co., Ltd. 906,420,768.56 years subsidiary Shenzhen China Merchants Financing within 1 714,581,431.09 Trade account among shareholders Service Co., Ltd. year Shenzhen China Merchants OCT Trade account with 674,733,289.97 1-2 years Investment Co., Ltd. affliates Trade account of shareholders of Tianjin Taida Development Co., Ltd. 568,935,193.89 1-2 years subsidiary within 1 Trade account of shareholders of Yunnan Chengtou Property Co., Ltd. 490,911,225.00 year subsidiary Beijing Yintai Land Property Commerce within 1 Trade account of shareholders of 458,796,360.00 Co., Ltd. year subsidiary within 1 Investment payment to be Fudi (Group) Holdings Co., Ltd. 455,576,819.38 year transferred

161

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Items Amount Age Description Suzhou Yaolong Investment Management within 1 Investment payment to be 440,750,000.00 Co., Ltd. year transferred within 1 Investment payment to be Shenzhen TCL Property Co., Ltd. 367,200,000.00 year transferred within 1 Ha’erbin Hadian Property Co., Ltd. 273,936,854.00 Trade account among shareholders year Shanghai Ledu Property Co., Ltd. 251,012,803.57 1-2 years Trade account among affiliates within 1 Trade account of shareholders of Dalian Haoyu Investment Co., Ltd. 244,220,000.00 year subsidiary Guangdong Xinnanda Cable Industry Co., within 1 Trade account of shareholders of Ltd. 242,398,734.70 year subsidiary within 1 Trade account of shareholders of CM Zhangzhou Development Zone Ltd. 200,000,000.00 year subsidiary within 1 Investment payment to be Shanghai Shimao Holdings Co., Ltd. 170,967,719.38 year transferred Foshan Henglun Property Investment Co., within 1 Investment payment to be 160,830,000.00 Ltd. year transferred Zhenjiang Water Conservancy Investment over 0-3 138,242,326.60 Trade account Co., Ltd. years Foshan Xincheng Investment within 1 Trade account of shareholders of 106,410,408.00 Development Co., Ltd. year subsidiary within 1 Tianjing Xinghai Property 106,081,398.67 Trade account among affiliates year Over 3 Trade account of shareholders of Zhuhai Jiancheng Engineering Co., Ltd. 101,021,474.96 years subsidiary Total 7,073,026,807.77

28. Non-current liability due in 1 year

(1) Non-current liability due in 1 year

Items Amount at the beginning of Balance at end of year year

Long-term loans due in 1 year 6,331,007,932.13 7,380,992,296.97

Incl. Borrowings on credit 2,087,591,745.57 3,894,234,275.00

Guarantee loan 3,931,709,451.27 3,363,648,021.97

Mortgage loan 300,800,000.00 123,110,000.00

Entrusted loan 10,906,735.29

Total 6,331,007,932.13 7,380,992,296.97 For details about long-term loans due in one year please go to Note VI. 30. Long-term loans (2) Top 5 non-current liabilities due in one year at year end

Loan provided by Loans Loans Currency Interest Balance at end of year

162

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Ending rate % Start date Amount of foreign Amount of original date currency currency

Financial 2011/10/17 2014/09/26 USD Fluctuate 100,000,000.00 609,690,000.00 Institution I Financial Institution II 2011/10/14 2014/07/18 USD Fluctuate 70,000,000.00 426,783,000.00 Financial Institution III 2012/03/09 2014/03/09 RMB Fixed 400,000,000.00 Financial Institution IV 2012/03/09 2014/03/09 RMB Fixed 400,000,000.00 Financial Institution V 2012/03/09 2014/03/09 RMB Fixed 400,000,000.00

Total 2,236,473,000.00 29. Other current liability

Items Amount at the beginning of Balance at end of year year

Land appreciation tax drawn in advance (Note 1) 3,560,491,070.18 4,205,770,576.95

Others 50,965,064.05

Total 3,560,491,070.18 4,256,735,641.00

Note 1: The Group provides land VAT in accordance with the document 国税发[2006]187 号文 issued by National Tax Bureau General and other regulations. The land VAT are carried in current gain/loss account. The amount of taxable amounts is adjusted according to the regulations of local area in which the subsidiaries are located. 30. Long-term borrowings

(1) Categories of long-term loans

Categories Balance at end of year Amount at the beginning of year

Collateral loan (Note 1) 277,128,563.46 596,350,000.00

Guaranteed loan (Note 2) 10,803,053,770.94 7,334,235,222.21

Credit loan 5,141,455,560.02 5,810,018,350.57

Entrusted loan (Note 3) 830,280,000.00 637,410,300.00

Total 17,051,917,894.42 14,378,013,872.78

Note 1: Please go to Note VI. 6. Inventory (5)

Note 2:

163

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 1） The Company raised loan of RMB2,000,000,000.00 from Huatai Insurance, which was secured by China Merchants Group Ltd.; RMB435,500,000.00 from the bank, which was secured by China Merchants Shekou Industrial Zone Co., Ltd., in which RMB8,000,000.00 will due in one year; RMB500,000,000.00 from Xiamen International Trust Co., Ltd., which was secured by China Merchants Shekou Industrial Zone Co., Ltd.; RMB749,000,000.00 from the bank, which was secured by Shenzhen CM Property Co., Ltd. , in which RMB749,000,000.00 will sue in one year. 2） Shenzhen China Merchants Power Supply Co., Ltd. raised loan of USD30,000,000.00 (RMB182,907,000.00) from the bank which was secured by the Company. 3） Beijing Kanglade Property Development Co., Ltd. – subsidiary of the Company, raised loan of RMB287,949,722.21 from the bank, and was secured by Shenzhen CM Property Co., Ltd. and China Merchants Shekou Industrial Zone Co., Ltd. basing on their shareholding proportion. In which RMB67,834,551.27 will due in one year. 4） Ruijia Investment Co., Ltd. – subsidiary of the Company, raised loan of USD1,085,000,000.00 (RMB6,615,136,500.00) and HKD850,000,000.00 (RMB668,270,000.00) from the bank, which both were secured by China Merchants Group (HK) Co., Ltd., in which RMB2,625,374,900.00 will due in one year. 5） Shenzhen CM Commerce Development Co., Ltd. – subsidiary of the Company raised the loan of RMB140,000,000.00 from the bank, which was secured jointly by Shenzhen CM Shangzhi Inevstment Co., Ltd. and Shenzhen Maritime World Industry Development Co., Ltd. according to their shareholding proportion. 6） Shenzhen Shekou Maritime World Hotel Management Co., Ltd. – subsidiary of the Company, raised loans of RMB500,000,000.00 from the bank, which was secured by Shenzhen CM Shangzhi Investment Co., Ltd. and China Merchants Shekou Industrial Zone Co., Ltd. according to their share of equities. In the above amount RMB20,000,000.00 will due in one year. 7） Senzhen CM Property Co., Ltd. has raised loan of RMB580,000,000.00, which was secured by China Merchants Shekou Industry Zone Co., Ltd.; including RMB461,500,000.00 will due in one year; and another RMB200,000,000.00 of bank loan was secured by the Company. 8） Wuhan Aoming Property Development Co., Ltd. – subsidiary of the Company, raised loan of RMB26,000,000.00, which was secured by China Merchants Shekou Industrial Zone Co., Ltd. 9） Guangzhou Wanshang Property Co., Ltd. – subsidiary of the Company, raised the loan of RMB50,000,000.00 from the bank, which was secured jointly by Shenzhen CM Property Co., Ltd., Guangzhou Wanke Property Co., Ltd., and Shanghai Laiyuan Property Development Co., Ltd. at their share portion. 10） Shenzhen Wanke Binhai Property Co., Ltd. – subsidiary of the Company raised the bank loan of RMB100,000,000.00, which was secured by Shenzhen CM Property Co., Ltd. and Shenzhen Wanke Property Co., Ltd. 11） China Merchants Property (Nanjing) Co., Ltd. – subsidiary of the Company, raised the bank loan of RMB600,000,000.00, which was secured by Guangzhou CM Property Co., Ltd. Foshan Yiyun Property Co., Ltd. – subsidiary of the Company, raised the bank loan of RMB1,100,000,000.00, which was secured by Guangzhou CM Property Co., Ltd. and The Wharf Property (Guangzhou) Co., Ltd.

Note 3:

164

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 1） According to the Contract of Entrusted Loan engaged by Guangzhou Wanshang Property Co., Ltd. – subsidiary of the Company, Guangzhou Wanke Property Co., Ltd., and the bank, Guangzhou Wanke Property Co., Ltd. entrusted the bank to provide the loan of RMB415,140,000.00 to Guangzhou Wanshang Property Co., Ltd. According to the Contract of Entursted Loan engaged by Guangzhou Wanshang Property Co., Ltd. – subsidiary of the Company, Hangzhou Hanglong Property Management Co., Ltd. and the Bank, Hangzhou Hanglong Property Management Co., Ltd. entrusted the Bank to provide RMB415,140,000.00 of loan to Guangzhou Wanshang Property Co., Ltd. 2） According to the Contract of Entrusted Loan engaged by Qingdao Zhongrunde Auto Trade Co., Ltd. – subsidiary of the Company, and Qingdao Zhongrunde Investment Consulting Co., Ltd. and the Bank, Qingdao Zhongrunde Investment Consulting Co., Ltd. entrusted the bank to provide RMB10,906,735.29 of loan to Qingdao Zhongrunde Auto Trade Co., Ltd., in which RMB10,906,735.29 will due in one year.

(2) Top 5 long-term loans in amounts

Balance at end of year Loans Loans Interest Loan provided by Currency Foreign Standard currenty Start date Ending date rate % Currency account Amount Financial Institution 2010/04/20 2017/04/19 RMB Fluctuate 2,000,000,000.00 I Financial Institution 2016/12/23 USD Fluctuate 194,000,000.00 1,182,798,600.00 II 2013/12/23 Financial Institution 2013/03/29 2015/03/29 RMB Fixed 1,100,000,000.00 III Financial Institution 2013/04/11 2015/06/15 USD Fluctuate 180,000,000.00 1,097,442,000.00 IV Financial Institution USD Fluctuate 100,000,000.00 609,690,000.00 V 2013/12/18 2016/12/18

Cont.

Amount at the beginning of year Loans Interest Loan provided by Loans Currency Ending date rate % Foreign Standard Currency currenty Amount account Financial Institution I 2010/04/20 2017/04/19 RMB Fluctuate 2,000,000,000.00 Financial Institution II 2013/12/23 2016/12/23 USD Fluctuate Financial Institution III 2013/03/29 2015/03/29 RMB Fixed Financial Institution IV 2013/04/11 2015/06/15 USD Fluctuate Financial Institution V 2013/12/18 2016/12/18 USD Fluctuate

31. Bond payable

Type of bond Total face value Date of issue Term Issuing amount

165

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Type of bond Total face value Date of issue Term Issuing amount

China Merchants Land Property Credit-reinforced Bond 3,048,450,000.00 2013-12-11 5 yrs 3,003,382,977.23

Total 3,048,450,000.00 3,003,382,977.23

Cont.

Interest payable at Interest payable Interest paid Interest payable at end Balance at end of

beginning of year current year current year of year year

6,809,898.56 6,809,898.56 3,003,382,977.23

Total 6,809,898.56 6,809,898.56 3,003,382,977.23

China Merchants Land Property Co., Ltd. – subsidiary of the Company issued the reinforced bonds on December 11, 2013, and raised USD500 million with term of 5 years and face interest rate of 4.021% per annum. The rate will be fixed in the term and interest paid on half year basis, no compound interest is calculated. The bond was listed in Hong Kong Stock Exchange on December 12, 2013. The proceeds are used to support the Company’s operation. 32. Long-term payable

Loans from Balance at end of year Amount at the beginning of year

Total 102,745,035.90 100,207,107.75

Of which:

Maintenance Fund 101,545,035.90 99,007,107.75

Shenzhen China Merchants Landmark Co., Ltd. 1,200,000.00 1,200,000.00

33. Expected liabilities

Items Amount at the beginning of Increased this Transferred this year Balance at end of year year year

Unsettled lawsuit 14,017,011.26 3,543,651.16 10,473,360.10

Total 14,017,011.26 3,543,651.16 10,473,360.10

Expected liabilities occurred by the lawsuit raised by some owners of properties developed by Zhuhai Yuanfeng Property Co., Ltd. Partial of the amount was written off respectively due tosomecases were partially closed.

166

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 34. Non-current liabilities

(1) Details of other non-current liabilities

Items Amount at the beginning of Balance at end of year year

Special allowance for hotel project 9,420,040.00 14,130,060.00

Special grant for culture development 1,500,000.00 1,500,000.00

Deffered rental income 316,720.00 983,380.00

Total 11,236,760.00 16,613,440.00

(2) Government subsidies

Amount accounted in Amount at the Amount of new Balance at end of Asset-related / Government subsidy items non-business income beginning of year subsidy this year year income-related this year Special subsidy for hotel project 14,130,060.00 4,710,020.00 9,420,040.00 Asset-related (Meilun Vilas)

Special fund for cultural projects 1,500,000.00 1,500,000.00 Asset-related

Total 15,630,060.00 4,710,020.00 10,920,040.00

167

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 35. Share capital

Amount at the beginning of year Changed this year (+/-) Balance at end of year Names / natures of shareholders Amount Ratio (%) Issuing of new shares Bonus shares Transferred from reserves Others Sub-total Amount Ratio (%) I. Shares with trade restriction conditions 1. State-owned shares 2. State-owned legal person shares 693,419,317.00 40.38 693,419,317.00 40.38 3. Other domestic shares Incl. Shares held by domestic legal persons Domestic natural person shares 4. Share held by foreign investors 197,709,440.00 11.51 197,709,440.00 11.51 Incl. Shares held by foreign legal persons 197,709,440.00 11.51 197,709,440.00 11.51 Foreign natural person shares

5. Executive shares 512,851.00 0.03 -136,753.00 -136,753.00 376,098.00 0.02

Total of conditional shares 891,641,608.00 51.92 -136,753.00 -136,753.00 891,504,855.00 51.91 II. Shares without trading limited conditions

1. Common shares in RMB 684,267,595.00 39.85 -18,747.00 -18,747.00 684,248,848.00 39.85 2. Foreign shares in domestic market 141,391,300.00 8.23 155,500.00 155,500.00 141,546,800.00 8.24 3. Foreign shares in overseas market

4. Others

Total of unconditional shares 825,658,895.00 48.08 136,753.00 136,753.00 825,795,648.00 48.09 Total of shares 1,717,300,503.00 100.00 1,717,300,503.00 100.00

168

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 36. Capital reserves

Items Amount at the beginning Increased this Decreased this Balance at end of of year year year year

Share capital premium 8,272,422,487.12 8,272,422,487.12

Transferred from capital reserves 104,411,758.00 104,411,758.00 under original system

Other capital reserves 10,092,053.00 60,122,528.44 70,214,581.44

Total 8,386,926,298.12 60,122,528.44 8,447,048,826.56

Increase of capital reserves was caused by adjustment of acquisition premium of CM Guoling project by Shenzhen CM Property Co., Ltd. according to Shenzhen Meiyue Property Consulting Co., Ltd. Share Equity Transferring Agreement. 37. Surplus reserves

Items Amount at the beginning of Increased this Decreased this Balance at end of year year year year

Statutory surplus 105,734,395.09 887,660,959.90 993,395,354.99 reserves

Optional surplus 140,120,038.00 140,120,038.00 reserves

Total 1,027,780,997.90 105,734,395.09 1,133,515,392.99

38. Retained profit

Items Amount Percentage of providing or allocating

Amount at end of previous year 12,173,100,556.73

Plus: adjusted amount of retained profit at beginning of

year

Openning amount 12,173,100,556.73

Plus: net profit attributable to owners of the parent 4,202,152,074.18 company for the year

Less: Statutory surplus reserves (Note 1) 105,734,395.09 10

169

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Items Amount Percentage of providing or allocating

Profit payable (Note 2) 515,190,150.90

Other decreases (Note 3) 405,592,193.75

Closing amount 15,348,735,891.17

Note 1: According to the Articles of Association, statutory surplus reserve is provided at 10% of the net profit. Note 2: 1) According to the profit distribution plan for year 2012 adopted at the meeting of Board held on March 16, 2013, RMB515,190,150.90 was distributed to 1,717,300,503 shares as of December 31, 2012. 2) According to the profit distribution plan for year 2013 adopted at the meeting of Board held on March 14, 2014, every 10 shares will be distributed to RMB4.80 cash dividends (including tax), and RMB824,304,241.44 is about to be distributed to 1,717,300,503 shares as of December 31, 2013. Every 10 shares is about to be transferred to 5 common shares from capital reserve based on the 1,717,300,503 shares on December 31, 2013, totaltransformation amout equates to RMB858,650,251, after the transformation, total shares outstanding increase to 2,575,950,754 and the capital reserve ending balance is RMB8,068,403,942. Note 3: In April 2013, the Company,Eureka Investment Co. Ltd.Eureka Investment Co. Ltd. and China Merchants Land Property Co., Ltd. (former Dongli Industry Holdings Co., Ltd.) – subsidiaries of the Company entered the significant asset reorganizing agreement (Supplementary agreement engaged on September 22, 2013), by which China Merchants Land Property acquired the share equities the Company and Eureka Investment Co. Ltd. had been held in 11 domestic subsidiaries, with consideration of RMB5,327.6905 million (HKD6,688.0373). The fund for the consideration was raised through rights issue to shareholders of China Merchants Land Property, while the acquisition and rights issue are the preconditions to each other. On November 1, 2013, the rights issue was accomplished and totally 3,836,789,000 shares were issued. Therefore the shareholding rate of the Company in China Merchants Land Property was changed from 70.18% to 74.35%. This caused the reduction of retained profit by RMB404,241,306.74. 39. Minor shareholders’ equity

Percentage of minority Balance at end of Amount at the beginning Name of the subsidiaries equity year of year Shenzhen CM Qile Property Management 40.00 -1,936,145.96 -1,806,633.29 Ltd. Beijing CM Property Management Co., 20.00 5,009,617.73 5,207,373.24 Ltd. CM Jiaming (Beijing) Property 50.00 1,083,696,920.33 602,280,853.72 Development Co., Ltd. Beijing Conrad Property Development 40.00 86,371,797.60 134,137,107.03 Co., Ltd. Zhangzhou China Merchants Properties 49.00 325,031,109.56 295,788,060.93 Co., Ltd.

170

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Percentage of minority Balance at end of Amount at the beginning Name of the subsidiaries equity year of year Shekou Xinghua Industrial Holdings Co., 34.93 42,046,009.47 43,400,003.39 Ltd.

Union Bloom Limited 49.00 -972,279.47 -572,711.84

Vast Joint Limited 49.00 -17,109.84 -10,553.71 Shenzhen CM Commercial Development 49.00 60,503,665.67 35,926,581.60 Co., Ltd. Suzhou CM Nanshan Property Co., Ltd. 40.00 106,543,429.10 94,231,312.80 Tianjin China Merchants Properties Co., 25.00 11,142,732.16 14,517,903.88 Ltd. Beijing CM Mingjia Property 30.00 2,999,560.05 Development Co., Ltd. Suzhou Shuanghu Property Co., Ltd. 50.00 954,476,087.40 892,061,967.18 Shanghai Fengyang Property Development 40.00 308,209,766.77 291,648,802.00 Co., Ltd. Shenzhen CM Anye Investment 49.00 -4,761,084.37 -1,719,075.32 Development Co., Ltd. Shenzhen Haitao Hotel Co., Ltd. 1,833,766.31 Zhuhai Yuanfeng Property Co., Ltd. 49.00 103,602,153.72 81,074,734.77 Shenzhen Shekou Sea World Hotel 49.00 -1,152,081.66 14,105,273.27 Management Co., Ltd. Yunnan CM Chengtou Property Co., Ltd. 40.00 -6,579,163.05 3,999,207.44 Shanghai Jingyuan Property Development 45.00 136,718,744.67 147,977,793.00 Co., Ltd. Fujan Zhongliansheng Property 50.00 97,663,599.52 2,729,318.77 Development Co., Ltd. Tianjin CM Taida Investment Co., Ltd. 40.00 88,026,633.60 117,215,859.41 Qingdao Zhongrunde Auto Trade Co., Ltd. 49.00 156,493,862.83 167,238,507.10 Guangzhou Wanshang Property 66.00 52,780,108.29 61,693,925.68 Development Co., Ltd.

China Merchants Land Property Co., Ltd. 25.65 2,075,109,818.07 -579,091.83 Shenzhen Jinyu Rongtai Investment Co., 50.00 3,390,669.24 15,009,274.13 Ltd. Shenzhen CM Ruide Property Co., Ltd. 49.00 130,941,276.11 148,047,111.18 Ha’erbin CM Jiatian Property 50.00 12,568,221.14 69,877,327.28 Development Co., Ltd. Foshan CM Xincheng High-tech Co., Ltd. 40.00 3,731,635.58

Foshan Kaidacheng Investment 49.00 88,300,523.24 Development Co., Ltd.

Foshan Xincheng Property Co., Ltd. 50.00 969,375,418.71 677,634,227.69

Foshan Yiyun Property Co., Ltd. 50.00 2,415,635.31 10,556,916.28

Foshan CM Wharf Property Co., Ltd. 50.00 427,534,853.66 338,234,084.86

171

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Percentage of minority Balance at end of Amount at the beginning Name of the subsidiaries equity year of year Shenzhen Wanke Binhai Property Co., 50.00 478,001,641.97 497,418,684.54 Ltd. Hainan CM Offshore Development Co., 40.00 799,931,781.17 800,117,098.04 Ltd.

Pride Osis Co., Ltd. 50.00 2,559,077,859.18 75,989,098.44

Harpen Property Development Co., Ltd. 50.00 955,802,053.72 19,159,894.86 Dalian Zhaoyu Property Co., Ltd. 49.00 710,994.12 Shenzhen China Merchants Shekou 49.00 4,911,176.40 Construction Co., Ltd. Zhenjiang Nanshan Creative Industry 40.00 19,753,128.45 Garden Co., Ltd. Tianjin Zhaojiang Investment Co., Ltd. 23.00 7,078,114.95 3,714,698.54 Nanning CM Haotian Property Co., Ltd. 49.00 9,104,123.63 Ha’erbin Yinkai Property Development 15.00 38,028,378.75 Co., Ltd. Shenzhen China Merchants OCT 387,624,764.63 Investment Co., Ltd. Total 12,191,665,237.52 6,045,763,466.00

40. Operating income and costs

Items Amount of current year Amount of Last Year

Major business j income 32,567,813,857.52 25,296,762,154.46

Total 32,567,813,857.52 25,296,762,154.46

Major business cost 19,045,102,287.65 12,945,037,612.58

Total 19,045,102,287.65 12,945,037,612.58

(1) Main business – on industrial segments

Amount of current year Amount of Last Year Name of industry Turnover Operation cost Turnover Operation cost Property development 31,226,483,959.90 17,937,788,624.00 24,037,579,089.49 11,917,978,730.15 Public Utilities 641,537,370.95 485,977,612.68 685,696,144.08 533,010,897.66 Property management 699,792,526.67 621,336,050.97 573,486,920.89 494,047,984.77

Total 32,567,813,857.52 19,045,102,287.65 25,296,762,154.46 12,945,037,612.58

(2) Operating income from top 5 clients

Name of clients Turnover % in total revenue

172

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Name of clients Turnover % in total revenue

Client I 128,103,723.60 0.39

Client II 62,827,421.70 0.19

Client III 35,375,827.33 0.11

Client IV 32,000,000.00 0.10

Client V 31,577,018.80 0.10

Total 289,883,991.43 0.89

41. Business tax and surcharge

Items Amount of current year Amount of Last Year Rate

Land VAT 2,723,108,635.05 2,823,618,712.75 See Note IV

Operational tax 1,667,213,775.21 1,293,100,840.67 See Note IV

City maintenance and 95,053,221.33 85,642,992.39 See Note IV construction tax

Education surtax 66,740,200.22 58,159,231.39 See Note IV

Others 25,459,662.41 12,763,414.00

Total 4,577,575,494.22 4,273,285,191.20

42. Sales expense

Items Amount of current year Amount of Last Year

Commercial 451,403,638.72 485,662,315.66

Sales agents and commission 274,511,340.98 200,898,792.25

Others 44,693,102.11 42,718,260.39

Total 770,608,081.81 729,279,368.30

43. Administrative expense

Items Amount of current year Amount of Last Year

Labor costs 313,529,846.42 254,207,114.78

Administritiveexpenses 113,360,304.61 86,771,160.13

Agencies 70,946,867.22 40,216,340.31

173

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Items Amount of current year Amount of Last Year

Asset amortizing 11,801,409.76 14,024,001.77 tax 30,466,147.59 15,525,860.23

Others 15,790,246.36 28,604,010.42

Total 555,894,821.96 439,348,487.64

44. Financing expenses

Items Amount of current year Amount of Last Year

Interest expense 1,544,646,132.67 1,491,399,787.72

Less: Interest paid and capitalized 581,693,680.57 985,875,959.79

Less: interests income 246,444,880.32 138,756,586.61

Plus: Exchange loss -134,780,427.87 12,455,598.01

Less: Exchange difference capitalized 9,516,435.27

Plus: other expenses 32,731,247.07 24,441,138.42

Total 614,458,390.98 394,147,542.48

45. Asset impairment loss

Items Amount of current year Amount of Last Year

Bad debt losses 12,978,499.73 9,967,161.76

Inventory impairment losses -366,745,488.15 278,493,031.85

Total -353,766,988.42 288,460,193.61

46. Investment income

(1) Sources of investment gains

Items Amount of current year Amount of Last Year

Long-term equity investment gains on equity basis 310,807,356.80 2,740,621.24

Investment gains from disposal of long-term equity investment 257,834,701.28 -8,674,906.16

Others 628,266.08 11,506,791.21

Total 569,270,324.16 5,572,506.29

174

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) (2) Long-term equity investment gains on equity basis

Items Amount of current year Amount of Last Year Cause of change over last year Shenzhen China Merchants OCT Investment Co., Ltd. 258,801,239.92 cost basis changed to equity basis Shanghai Ledu Property Co., Ltd. 49,026,006.19 8,699,616.54 Profit of invested company increased current year TCL Photoelectronic Tech (Shenzhen) Co., Ltd. 33,260,382.13 77,382,443.56 Profit of invested company decreased current year Tianjin Xinhai real Estate Development Co., Ltd. 6,808,904.47 -170,193.44 Profit -making of invested company Shenzhen China Merchants OCT Investment Co., Ltd. 426,686.25 383,241.34 Profit of invested company increased current year Beijing CM Tianping Property Management Co., Ltd. 49,961.73 130,172.97 Profit of invested company decreased current year

Jones Tech Limited -6,689.11 6,379.19 Loss of invested company current year

Hally Profit Limited -7,589.46 7,279.54 Loss of invested company current year Shenzhen Dehan Investment Development Co., Ltd. -111,115.22 -144,557.47 Decrease loss of invested company current year Ningbo Jiangwan Property Co., Ltd. -974,853.19 Loss of invested company current year Guangzhou Panyu Innovation Technology Garden Co., Ltd. -2,187,313.85 -7,105,449.47 Decrease loss of invested company current year Shanghai Xinanshan Property Development Co., Ltd. -3,670,871.45 -15,000,000.00 Decrease loss of invested company current year China Merchants Guangming Technologies Garden Ltd. -4,615,919.52 -5,934,878.05 Decrease loss of invested company current year Beijing Guangying Property Development Co., Ltd. -5,995,200.82 -263,624.18 Increase loss of invested company current year Huizhou Taitong Property Investment Co., Ltd. -19,996,271.27 -5,249,809.29 Increase loss of invested company current year Foshan China Merchants Longyuan Property Co., Ltd. -50,000,000.00 Loss of invested company current year Total 310,807,356.80 2,740,621.24

47. Non-operational income

(1) Particulars of non-operational income

Items Amount of current Amount of Last Amount accounted into non-recurring year Year gain/loss for current year Gains from disposal of 604,183.76 76,460.03 604,183.76 non-current assets Incl. Gains from disposal of 496,385.30 76,460.03 496,385.30 fixed assets Government subsidy 33,800,048.66 16,352,111.12 33,800,048.66 Income from default fine 13,678,690.64 3,917,153.32 13,678,690.64 Others (Note) 21,331,558.69 4,495,438.45 21,331,558.69 Total 69,414,481.75 24,841,162.92 69,414,481.75

Note: Other non-operating income includes gains raised from fair value of invested entities’ recognizable net asset exceeding the investment cost incurred when acquiring the subsidiaries, see “ Note V, III 1. Subsidiaries procured through merger of entities under non-uniform control” for detailed information.

175

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) (2) Details of government subsidy

Current year Prev. year Asset-related or Items Source and basis Amount Amount income-related Subsidy for reconstruction of old 22,486,300.00 Notice for Subsidy for Reconstruction of Old Buildings buildings Income related Subsidy contract with China Merchants Zhangzhou Meilun Villa subsidy 4,710,020.00 4,710,020.00 Asset related Development Zone Land Reserve Center Notic for Award of Great Taxpayer by Tianjin Hetong Bureau of Award for great tax payer 2,200,000.64 1,929,180.15 Finance Income related Notics for Awards to Significant Tax Payers by Wuzhong Award for great tax payer 1,301,400.00 1,297,900.00 Development Zone, Suzhou Income related Notice for distributing of heating subsidies of year 2012-2013 Subsidy for heating fuel 753,765.22 and extending of subsidy period Income related Government subsidy for welfare houses Notice about subsidies for welfare houses for rent 2013, 黑发改 680,000.00 Income related for rent 投资（2013）472号

Government refunding 624,797.80 虹嘉招2013（D149号） Income related Notice for Award for Great Taxpayers by Tianjin Nankai Bureau Award for great tax payer 296,780.00 292,900.00 of Finance Income related Notice for awarding significant tax payers by Zhuhai Bureau of Award for great tax payer 273,585.00 Tax Income related

2012 Award for Great Contribution 130,000.00 80,000.00 Document about awarding excellent enterprises for year 2013 Income related Tax reward, rental subsidy from Notice from Chengdu Chenghua Government Jianshe Road 103,400.00 281,100.00 Chengdu Chenghua Government Office Income related 成都双水街办[2012]84号文件、华中成都字[2012]95号文 Award for great tax payer 857,100.00 Income related 件 Memorandum of the meeting of China Merchants Zhangzhou Entertainment allowance 300,000.00 Development Zone Administration Committee Income related

Government subsidy 5,449,100.00 渝危改办发[2008]15号、南岸府函[2011]148号 Income related

Government refunding 567,227.97 政府财政收入虹嘉招2011（D149）号 Income related Award from Shanghai Nanqiao 10,000.00 Government subsidy from Shanghai Nanqiao Government Government Income related

Subsidy for vocational training 217,583.00 Shanghai Baoshan Yanghang Town Government Income related Notice of award for great taxpayer from Xiamen Jimei Bureau Award for great tax payer 40,000.00 of Finance Income related Civil construction energy saving special 240,000.00 240,000.00 Notice for demonstration project of energy-saving for 2012 fund Income related Notice of award for great taxpayer from Xiamen Jimei Bureau Award for great tax payer 80,000.00 of Finance Income related

Total 33,800,048.66 16,352,111.12

48. Non-operational expenditure

Items Amount of current Amount of Last Amount accounted into year Year non-recurring gain/ loss for current year

176

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Items Amount of current Amount of Last Amount accounted into year Year non-recurring gain/ loss for current year Loss from disposal of non-current 2,183,321.32 1,484,257.65 2,183,321.32 assets Incl. Loss from disposal of fixed 2,183,321.32 1,484,257.65 2,183,321.32 assets Donations 4,000,000.00 2,218,100.00 4,000,000.00 Inventory loss 701.00 Expected liability expense 14,397,011.26 Penalty paid 4,509,217.04 62,582.39 4,509,217.04 Surcharge on power supply for 5,312,929.45 4,205,891.86 5,312,929.45 recycling energy Major Water Conservancy 4,828,272.49 4,384,716.40 4,828,272.49 Construction Fund Others 8,613,339.70 32,948,160.38 8,613,339.70 Total 29,447,080.00 59,701,420.94 29,447,080.00

49. Income tax expenses

(1) Income tax expenses

Items Amount of current year Amount of Last Year

Income tax expense of current year 2,178,379,087.45 2,129,828,160.40

Deferred income tax 280,486,241.72 -207,846,850.36

Total 2,458,865,329.17 1,921,981,310.04

(2) Income tax of the current year

Items Amount

Total of consolidated profit of current year 7,967,179,495.23

Plus: Increased amount by tax adjustment 1,841,204,266.24

Less: Decreased amount by tax adjustment 1,927,536,636.34

Plus: taxable income from abroad business used to makeup domestic loss

Less: makeup of previous loss 119,343,717.55

Plus: subsidies’ loss of current year 965,640,916.37

Amount of taxable income of current year 8,727,144,323.95

Statutory income tax rate (Company tax of HK is 16.5%) 25%

Income tax payable for current year 2,178,379,087.45

Less: exemption of income tax

177

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Items Amount

Less: amount of income tax neutralized

50. Calculation formula of basic earnings per share and diluted earnings per share

Items Amount of Amount of Last No. current year Year Net profit attributable to the owners of parent co. 1 4,202,152,074.18 3,318,266,875.59 Non-recurring gain/loss attributable to the parent 2 278,973,845.53 -29,206,301.43 company Net profit deducted non-recurring gain/loss and 3=1-2 3,923,178,228.65 3,347,473,177.02 attributable to the shareholders of parent company Total shares at beginning of year 4 1,717,300,503.00 1,717,300,503.00 Amount of shares increased by capitalizing of common 5 reserves or share dividend(I) Amount of shares increased by issuing of new shares or 6 converted from debt (II) Number of months since shares were added (II) to the end 7 of year Decrease of shares caused by repurchasing 8 Accumulated number of months since the next month of 9 share increase to the end of year Amount of shares reduced 10 Number of months in the report term 11 12 12 12=4+5+6×7÷11 Weighted average of common shares outstanding 1,717,300,503.00 1,717,300,503.00 -8×9÷11-10 Basic earning per share (I) 13=1÷12 2.4470 1.9323 Basic earning per share (II) 14=3÷12 2.2845 1.9493 Diluting potential common share interests recognized as 15 expenses Transformation fees 16 Income tax rate 17 Weighted average of common shares increased by subscription warrants, options exercised, or convertible 18 bonds 19=[1+(15-16)× Diluted earning per share (I) 2.4470 1.9323 (1-17)]÷(12+18) 19=[3+(15-16)× Diluted earning per share (II) 2.2845 1.9493 (1-17)]÷(12+18)

51. Other misc. incomes

Items Amount of current Amount of Last year Year 1. Gains (losses) from available–for-sale financial assets

178

Net amount written into other gains and transferred into gain/loss in previous terms Sub-total

2. Shares in the other misc. income subjects in the investee on equity basis

Less: Income tax influence of shares in other gains of investees on equity basis Net amount written into other gains and transferred into gain/loss in previous terms Sub-total

3. Amount of gains (loss) generated by cash flow hedging instruments

Less: Income tax influence of cash flow hedge instruments

Net amount written into other gains and transferred into gain/loss in previous terms Adjusted amount transferred to initial amount of the target project

Sub-total

4. Difference from translating of foreign currency financial statements -266,154.33 638,323.38

Less: Net amount of disposing overseas business and transferred to current gain/loss Sub-total -266,154.33 638,323.38

5. Others

Less: Income tax influence by other accounted into other misc. incomes

Net amount accounted into other misc. income and transferred into current gain/loss in previous terms Sub-total

Total -266,154.33 638,323.38

52. Cash Flow Statement Items

(1) cash related to business operation, investment, or financing activities received or paid

1） Operating cash inflows

Items Amount of current year Amount of Last Year

Operational trade money received 2,988,328,783.67 2,937,632,162.26

Project deposit received 591,582,340.28 815,721,426.10

Interest received 241,785,320.96 219,590,822.83

Operational provisional money received 725,270,863.91 777,543,111.70

179

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Items Amount of current year Amount of Last Year

Others 195,980,980.01 853,828,976.31

Total 4,742,948,288.83 5,604,316,499.20

2） Operating cash outflows

Items Amount of current year Amount of Last Year Operational trade money paid 4,157,225,688.87 4,218,474,082.62 Project deposit refunded 438,871,030.57 1,688,162,505.98 Cash paid for sales expenses 483,800,859.48 470,110,065.05 Cash paid for administrative expenses 412,218,590.88 215,715,084.94 Others 259,665,817.42 175,752,544.53

Total 5,751,781,987.22 6,768,214,283.12 3） Other cash paid related to investment

Items Amount of current year Amount of Last Year Cash paid for forward exchange transactionst 8,653,703.86 Cash decreased due to change of consolidating 561,222,801.84

Total 561,222,801.84 8,653,703.86 (2) Supplementary information for consolidated cash flow statement

Amount of current Items Amount of Last Year year 1.Net profit adjusted to cash flow of operation: Net profit 5,508,314,166.06 4,277,519,103.49 Plus: Asset impairment provision -353,766,988.42 288,460,193.61 Fixed asset depreciation, gas and petrol depreciation, production goods depreciation 92,667,471.35 51,304,921.33 Amortizing of intangible assets and investment properties 239,551,184.17 153,199,876.49 Amortizing of long-term deferred expenses 49,742,294.60 33,900,708.14 Loss from disposal of fixed assets, intangible assets and other long-term 1,686,936.02 1,407,797.62 assets(“-“ for gains)

Loss of disposing fixed assets(“-“ for gains)

Gain/loss from change of fair value(“-“ for gains) -1,584,406.61

Financial expenses(“-“ for gains) 962,952,452.10 496,007,392.66 Investment loss(“-“ for gains) -569,270,324.16 -5,572,506.29 Decrease of deferred income tax asset(“-“ for increase) 171,889,544.67 -207,846,850.36

Increase of deferred income tax liability(“-“ for decrease) 108,596,697.05

180

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Amount of current Items Amount of Last Year year Decrease of inventory(“-“ for increase) -4,449,026,199.21 -22,476,248,463.30 Decrease of operational receivable accounts -7,443,908,125.86 -76,788,417.22 (“-“ for increase) Increase of operational payables 6,176,494,446.14 22,565,018,404.17 (“-“ for decrease)

Others

Cash flow generated by business operation, net 495,923,554.51 5,098,777,753.73 2. Major investment and financing activities not involving in cash flow Liabilities converted to capital Convertible bond expire in 1 year Fixed assets leased through financing 3. Change of cash and cash equivalents Balance of cash at period end 24,235,680,921.50 18,218,506,517.70 Less: Initial balance of cash 18,218,506,517.70 13,659,974,240.00 Plus: Balance of cash equivalents at the period end Less: Initial balance of cash equivalents Net increasing of cash and cash equivalents 6,017,174,403.80 4,558,532,277.70 (3) Information about subsidiaries or entities disposed or acquired in the current year

Items Amount of current Amount of Last year Year

Particulars about subsidiaries and entities acquired

1. Price to acquire subsidiaries and other businesses 155,100,000.00 675,674,899.56

2. Cash and cash equivalents paid to acquire subsidiaries or businesses 155,100,000.00 675,674,899.56

Less: Cash and cash equivalents held by the subsidiaries and other 303,764.93 358,579,778.61 businesses

3. Net cash paid for acquiring of subsidiaries and other businesses 154,796,235.07 317,095,120.95

4. Net asset of subsidiaries acquired 518,254,348.63 526,080,705.84

Current Assets 3,484,263,907.42 2,770,114,443.93

Non-current assets 23,770.41 4,745,231.15

Current Liabilities 2,927,991,179.09 2,231,103,656.45

Non-current liabilities 17,675,312.79

Particulars about subsidiaries and entities disposed

1. Price to dispose subsidiaries and other businesses

181

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Items Amount of current Amount of Last year Year

2. Cash and cash equivalents received from disposal of subsidiaries or businesses

Less: Cash and cash equivalents held by the subsidiaries and other businesses

3. Net cash received for disposal of subsidiaries and other businesses

4. Net asset of subsidiaries disposed

Current Assets

Non-current assets

Current Liabilities

Non-current liabilities (4) Cash and cash equivalents

Items Amount of current year Amount of Last Year

Cash 24,235,680,921.50 18,218,506,517.70

Incl: Cash in stock 277,828.02 203,589.82

Unrestricted bank savings 21,969,131,604.53 17,102,255,183.52

Unrestrictedother monetary capital 2,266,271,488.95 1,116,047,744.36

Usable money in Central Bank

Money saved in associated financial bodies

Money from associated financial bodies

Recognition of cash equivalents

Incl. Bond investment due in 3 months

Balance of cash and cash equivalence at end of term 24,235,680,921.50 18,218,506,517.70 Incl. Cash and cash equivalents in the parent company or 4,777,875.00 20,765,730.23 internal subsidies with limitation to use

V. Related parties and related transactions

(I) Relationship

1. Controlling shareholder and ultimate controlling party

(1) Controlling shareholder and ultimate controlling party

182

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Name of the controlling shareholder Ownership Reg. Legal Organization Business property and ultimate controlling party type Add. representative code

China Merchants Shekou Industrial Establishment and management of Ltd. liability Shenzhen Sun Chengming 100011460 Zone Co., Ltd. various types of enterprises.

Establishment and management of China Merchants Group Co., Ltd. Ltd. liability Shenzhen Fu Yuning 100005220 various types of enterprises. (2) Change of registered capital of the controlling shareholder

Amount at the Increased this Decreased this Balance at end of Controlling shareholder beginning of year year year year

China Merchants Shekou Industrial Zone Co., 2,236,000,000.00 2,236,000,000.00 Ltd. (3) Change of shares or equity by the controlling shareholder

Amount of shares Share proportion (%)

Controlling shareholder Balance at end of Amount at the Closing Opening percentage year beginning of year percentage

China Merchants Shekou Industrial Zone Co., 693,419,317.00 693,419,317.00 40.38 40.38 Ltd.

693,419,317 shares of the Company is held by China Merchants Shekou Industrial Zone Co., Ltd. directly, another 197,709,440 shares of the Company is indirectly held by China Merchants Shekou Industrial Zone Co., Ltd. through its subsidiaries,both parts of shares total 51.89% of the Company’s outstanding shares.

2. Subsidiaries

See Note V. (I)

3. Joint ventures and affiliates

See Note VI. 10 (3)

4. Other related parties

Type of Main contents of Name of the parties relationship transaction

183

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Type of Main contents of Name of the parties relationship transaction

(1) Other entities under the same controlling shareholder and ultimate controlling party Property management and China Merchants International (China) Investment Ltd. leasing

Shenzhen CM Qianhaiwan Property Co., Ltd. Construction contracting

China Shenzhen Foreign Cargo Ship Agency Co., Ltd. Construction contracting

Shenzhen China Merchants Financing Service Co., Ltd. Related transaction

China Merchants Asia-pacific Investment (Shenzhen) Co., Ltd. Related transaction

China Merchants Zhangzhou Development Zone Power Supply Co., Ltd. Related transaction

CM Zhangzhou Development Zone Ltd. Related transaction

Blue Cove International Ltd Related transaction

Powerwise International Ltd Related transaction

Shenzhen Chins Merchants Land Investment Co. Ltd. Related transaction Purchasing of insurance Haida Fareast Insurance Consultancy Co., Ltd. policy

Shenzhen Nanhai Hotel Co., Ltd. Power supply

Shenzhen Pingfang Auto Garden Co., Ltd. Power supply

China Merchants International Cold Chain (Shenzhen) Co., Ltd. Power supply Guarantee and property China Merchants Group (HK) Co., Ltd. management

China Merchants (Shanghai) Investment Co., Ltd. Administration fee

China Merchants Bank Co., Ltd. Leasing

Shenzhen China Merchants Landmark Co., Ltd. Leasing

China Merchants International IT Co., Ltd. Leasing

China Merchants Group Post-doctorial Workstation Leasing

Shanghai CM Plaza Property Co., Ltd. Leasing

Shenzhen Sehkou Industrial Zone Employees’ Housing Co., Ltd. Leasing

Shenzhen China Merchants International Shipping Agency Co., Ltd. Leasing

Shenzhen China Merchants Network Co., Ltd. Leasing

China Merchants Group Shenzhen Major Project Cordinating Office Leasing China Merchants Asia-Pacific Transportation Infrastructure Management Co., Leasing Ltd.

184

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Type of Main contents of Name of the parties relationship transaction

(2) Other related parties Key management personnel of the Company - directors, manager, and vice managers

(II) Related transaction 1. Purchase of goods or labor

Current year Prev. year

Portion in Portion in Name and type of related parties similar similar Amount Amount transactions transactions (%) (%)

Controlling shareholder and ultimate

controlling party

Of which:

China Merchants Shekou Industrial Zone Co., 3,991,506,064.00 25.46 Ltd.

Other entities under common controlling

shareholder and ultimate controlling parties

Incl. China Merchants Bank Co., Ltd. (Note 1) 52,410,380.09 2.90 75,984,528.65 4.98

China Merchants Bank Co., Ltd. (Note 2) 3,445,839.33 10.53 1,417,330.00 3.15

Shenzhen China Merchants Financial Service 28,541,355.00 1.58 Co., Ltd. (Note 3)

Haida Fareast Insurance Consultancy Co., Ltd. 86,359.03 0.39

Total 84,397,574.42 4,068,994,281.68

Note 1: It was the loan interests paid to China Merchants Bank Co., Ltd. Note 2: Bank service charge collected by China Merchants Bank Co., Ltd. Note 3: Shenzhen CM Financial Service Co., Ltd. is the shareholder of Shenzhen Jinyu Rongtai Investment Development Co., Ltd. It provided payment on behalf to Jinyu Rongtai Investment Development Co., Ltd. at its shareholding ratio and gain interests upon the payment according to the rate of bank loan in similar period. 2. Sales of goods or labor services

185

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Name and type of related parties Current year Prev. year Portion in similar Portion in similar Amount Amount transactions (%) transactions (%) Other entities under common controlling shareholder and ultimate controlling parties In which: Note 1 4,648,368.50 0.79 47,991,537.00 6.16 Shenzhen CM Qianhaiwan Property Co., Ltd. China Shenzhen Foreign Cargo Ship Agency Co., Ltd. Note 2 13,886,609.87 2.35 41,064,158.40 5.27

China Merchants Group (HK) Co., Ltd. Note 3 4,870,223.11 0.70 5,323,076.96 0.66 China Merchants International Cold Chain (Shenzhen) Note 5 3,970,174.60 0.60 4,109,981.60 0.64 Co., Ltd. China Merchants Bank Co., Ltd. Note 11 51,664,625.02 63.08 2,586,706.31 0.30 China Merchants International (China) Investment Ltd. Note 4 511,996.12 0.07 482,972.04 0.06 Shenzhen Nanhai Hotel Co., Ltd. Note 5 4,668,368.00 0.71 Shenzhen Pingfang Auto Garden Co., Ltd. Note 5 4 ,229,098.30 0.76 China Merchants (Shanghai) Investment Co., Ltd. Note 7 5,088,000.00 13.27

Affiliates Shenzhen China Merchants OCT Investment Co., Ltd. Note 6 35,375,827.33 5.99 Guangzhou Panyu Innovation Technology Garden Co., Note 8 4,465,975.30 0.64 Ltd. Total 133,379,266.15 101,558,432.31

Note: (1) This was the construction contract income of overall project contracting of Qianhaiwan Garden Phase I-IV undertaken by China CM Construction Co., Ltd. from Shenzhen CM Qianhaiwan Property Co., Ltd. (2) It was the income of Shenzhen CM Construction Co., Ltd. from construction contract for the overall construction of Qianhai Warehouse Phase II of China Shenzhen Foreign Shipping Agency Co., Ltd. (3) It was the property management service provided by China Merchants Property Management (HK) Co., Ltd. – subsidiary of the Company to China Merchants Group (HK) Co., Ltd. (4) This was the power supply service provided by Shenzhen CM Power Supply Co., Ltd. to China International Cold-chain (Shenzhen) Co., Ltd., Shenzhen Nanhai Hotel Co., Ltd. and Shenzhen Pingfang Auto Garden Co., Ltd. (5) This was the interest income from savings in China Merchants Bank Co., Ltd.(6) This was the property management service provided by CM Property Management (HK) Co., Ltd. to China Merchants International (China) Investment Co., Ltd. (7) This was the construction administration fee collected by Shanghai CM Property Co., Ltd. – subsidiary of the Company, from China Merchants (Shanghai) Investment Co., Ltd. (8) It was the income of Shenzhen CM Construction Co., Ltd. from construction contract for the overall construction of Xicheng Phase V and VI of Shenzhen CM OCT Investment Co., Ltd. (9) This was the property administration services provided by China Merchants Property Management Co., Ltd. Guangzhou Branch – subsidiary of the Company, to Guangzhou PanyuCreative Technology Garden Co., Ltd.

186

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 3. Leasing out

Rental income Category of Leases Leases Name of the leaser Name of the lessee Pricing basis recognized current asset for rent Start date Ending date year China Merchants Shekou office/houses 2013.01.01 2013.12.31 agreement price 13,007,580.52 Industrial Zone Co., Ltd. China Merchants Office International (China) 2013.01.01 2013.12.31 agreement price 5,647,504.53 buildings Investment Ltd. China Merchants Plant/office 2013.01.01 2013.12.31 agreement price 2,054,016.00 International IT Co., Ltd. Shenzhen Shekou Industrial Office Zone Employees’ Housing 2013.01.01 2013.12.31 agreement price 656,210.00 buildings Co., Ltd. China Merchants Group Office China Merchants Shenzhen Major Project 2013.01.01 2013.12.31 agreement price 525,300.00 buildings Commercial Property Coordinating Office Investment (Shenzhen) Co., Shenzhen China Merchants Ltd.. Office International Shipping 2013.01.01 2013.12.31 agreement price 526,054.00 buildings Agency Co., Ltd. China Merchants Asia-Pacific Transportation Office 2013.01.01 2013.12.31 agreement price 414,858.00 Infrastructure Management buildings Co., Ltd. Shenzhen China Merchants Office 2013.01.01 2013.12.31 agreement price 292,932.00 Landmark Co., Ltd. buildings Shenzhen China Merchants Office 2013.01.01 2013.12.31 agreement price 198,640.00 Network Co., Ltd. buildings China Merchants Group Office 2013.01.01 2013.12.31 agreement price 231,848.96 Post-doctorial Workstation buildings

4. Leased in

Category of asset Leases Leases Rental recognized Name of the leaser Name of the lessee Pricing basis for rent Start date Ending date current year China Merchants China Merchants Shekou Commercial Property agreement Nanhai E-cool 2010.09.01 2023.08.31 26,636,058.09 Industrial Zone Co., Ltd. Investment (Shenzhen) price Co., Ltd.. China Merchants China Merchants Shekou Commercial Property agreement Land using right 2010.09.01 2023.08.31 6,641,317.41 Industrial Zone Co., Ltd. Investment (Shenzhen) price Co., Ltd.. China Merchants Shekou Shenzhen CM Power Supply Co., agreement Land using right 1982.01.01 2026.12.31 2,363,143.30 Industrial Zone Co., Ltd. Ltd. price Shanghai CM Plaza Property Co., Shanghai CM Minsheng Property agreement Office buildings 2013.1.1 2013.12.31 269,473.20 Ltd. Ltd. price Shanghai CM Plaza Property Co., agreement Shanghai Fengyang Property Ltd. Office buildings 2013.1.1 2013.12.31 833,517.60 Ltd. price

187

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Category of asset Leases Leases Rental recognized Name of the leaser Name of the lessee Pricing basis for rent Start date Ending date current year Shanghai CM Plaza Property Co., Shanghai Jingyuan Property Co., agreement Office buildings 2013.1.1 2013.12.31 560,826.00 Ltd. Ltd. price Shanghai CM Plaza Property Co., Shanghai CM Hongfa Property agreement Office buildings 2013.1.1 2013.12.31 508,118.40 Ltd. Co., Ltd. price Shenzhen Shekou Industrial Zone Shenzhen CM Property agreement Rental of dormitary 2011.4.1 2013.3.30 3,921,704.00 Employees’ Housing Co., Ltd. Management Co., Ltd. price Shenzhen Shekou Industrial Zone Shenzhen CM Property agreement Land using right 2013.1.1 2014.12.31 395,781.40 Employees’ Housing Co. Management Co., Ltd. price Shenzhen Shekou Industrial Zone agreement Shenzhen CM Property Co., Ltd. Land using right 2013.1.1 2014.12.31 684,480.00 Employees’ Housing Co. price

5. Guarantees among the related parties

Amount Expired Completed Name of the provider Name of the benificiary Start date guaranteed on or not China Merchants Group (HK) Co., Ltd. Eureka Investment Company Ltd. 304,845,000.00 2007.11.20 2014.01.19 No China Merchants Group (HK) Co., Ltd. Eureka Investment Company Ltd. 609,690,000.00 2011.10.17 2014.09.26 No China Merchants Group (HK) Co., Ltd. Eureka Investment Company Ltd. 609,690,000.00 2013.04.29 2016.04.25 No China Merchants Group (HK) Co., Ltd. Eureka Investment Company Ltd. 304,845,000.00 2011.10.14 2014.09.26 No China Merchants Group (HK) Co., Ltd. Eureka Investment Company Ltd. 393,100,000.00 2011.10.21 2014.10.13 No China Merchants Group (HK) Co., Ltd. Eureka Investment Company Ltd. 275,170,000.00 2011.11.25 2014.11.25 No China Merchants Group (HK) Co., Ltd. Eureka Investment Company Ltd. 128,034,900.00 2011.12.28 2014.12.27 No China Merchants Group (HK) Co., Ltd. Eureka Investment Company Ltd. 304,845,000.00 2013.12.16 2015.06.28 No China Merchants Group (HK) Co., Ltd. Eureka Investment Company Ltd. 426,783,000.00 2012.10.14 2014.07.18 No China Merchants Group (HK) Co., Ltd. Eureka Investment Company Ltd. 182,907,000.00 2011.07.22 2014.07.18 No China Merchants Group (HK) Co., Ltd. Eureka Investment Company Ltd. 121,938,000.00 2013.03.26 2015.06.15 No China Merchants Group (HK) Co., Ltd. Eureka Investment Company Ltd. 1,097,442,000.00 2013.04.11 2015.06.15 No China Merchants Group (HK) Co., Ltd. Eureka Investment Company Ltd. 304,845,000.00 2013.03.05 2016.03.01 No

China Merchants Group (HK) Co., Ltd. Eureka Investment Company Ltd. 121,938,000.00 2013.10.31 2016.10.31 No

China Merchants Group (HK) Co., Ltd. Eureka Investment Company Ltd. 304,845,000.00 2013.09.30 2016.09.30 No

China Merchants Group (HK) Co., Ltd. Eureka Investment Company Ltd. 609,690,000.00 3013.12.18 2016.12.18 No

China Merchants Group (HK) Co., Ltd. Eureka Investment Company Ltd. 1,182,798,600.00 2013.12.23 2016.12.23 No

China Merchants Group Co., Ltd. The Company 2,000,000,000.00 2010.04.20 2017.04.19 No China Merchants Shekou Industrial Zone Co., Ltd. The Company 500,000,000.00 2013.03.29 2015.03.29 No China Merchants Shekou Industrial Zone Co., Ltd. Shenzhen China Merchants Property Co., Ltd. 156,000,000.00 2012.09.18 2014.09.18 No China Merchants Shekou Industrial Zone Co., Ltd. Shenzhen China Merchants Property Co., Ltd. 89,000,000.00 2012.09.19 2014.09.19 No China Merchants Shekou Industrial Zone Co., Ltd. Shenzhen China Merchants Property Co., Ltd. 28,500,000.00 2012.11.30 2014.11.30 No China Merchants Shekou Industrial Zone Co., Ltd. Shenzhen China Merchants Property Co., Ltd. 188,000,000.00 2012.12.24 2014.12.24 No China Merchants Shekou Industrial Zone Co., Ltd. Shenzhen China Merchants Property Co., Ltd. 118,500,000.00 2013.01.29 2015.01.29 No China Merchants Shekou Industrial Zone Co., Ltd. The Company 198,000,000.00 2012.12.19 2015.12.19 No

188

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Amount Expired Completed Name of the provider Name of the benificiary Start date guaranteed on or not China Merchants Shekou Industrial Zone Co., Ltd. The Company 108,000,000.00 2012.12.24 2015.12.24 No China Merchants Shekou Industrial Zone Co., Ltd. The Company 79,500,000.00 2013.01.29 2016.01.29 No China Merchants Shekou Industrial Zone Co., Ltd. The Company 50,000,000.00 2013.07.31 2016.07.31 No China Merchants Shekou Industrial Zone Co., Ltd. Wuhan Aoming Property Development Co., Ltd. 12,000,000.00 2013.11.19 2016.11.19 No China Merchants Shekou Industrial Zone Co., Ltd. Wuhan Aoming Property Development Co., Ltd. 14,000,000.00 2013.12.06 2016.11.19 No China Merchants Shekou Industrial Zone Co., Ltd. Beijing Conrad Property Development Co., Ltd. 115,179,888.88 2012.05.15 2017.05.15 No Shenzhen Shekou Sea World Hotel Management Co., China Merchants Shekou Industrial Zone Co., Ltd. 245,000,000.00 2013.10.22 2018.10.20 No Ltd.

6. Capital borrowing from related parties

Input/output Amount of Start Expired Name of the parties Notes demolition date on

Beijing Guangying Property Development Co., Payment made by Lend out 912,320,960.74 2012.09 2014.09 Ltd. shareholder

Payment made by Ningbo Jiangwan Property Development Co., Ltd. Lend out 1,350.815,887.80 2013.12 2014.12 shareholder

Foshan China Merchants Longyuan Property Co., Payment made by Lend out 673,439,850.06 2011.01 2015.12 Ltd. shareholder

Shanghai Xinanshan Property Development Co., Payment made by Lend out 149,343,672.94 2011.09 2014.04 Ltd. shareholder

Payment made by Blue Cove International Limited Lend out 44,812,215.00 2013.12 2014.12 shareholder

Payment made by Powerwise International Limited Lend out 89,026,933.80 2013.12 2014.12 shareholder

Payment made by Jones Tech Limited Lend out 62,432,109.67 2012.12 2014.12 shareholder

Payment made by Holly Profit Limited Lend out 92,550,643.25 2012.12 2014.12 shareholder

7. Remunerations of key management

Projects Amount of current year Amount of Last Year

Total remuneration 34,891,995.64 30,779,281.12

189

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) (III) Balance of related trades 1. Account receivable from related parties

Balance at end of year Amount at the beginning of year Related party (projects) Book Bad debt Book Bad debt balance provision balance provision

Other entities under common controlling shareholder and ultimate controlling parties

Incl. China Merchants (Shanghai) Investment Co., Ltd. 5,088,000.00

Total 5,088,000.00

2. Other receivable accounts due from related parties

Balance at end of year Amount at the beginning of year Related party (projects) Book balance Bad debt Book Bad debt provision balance provision Other entities controlled by the same shareholding company and ultimate controlling party Powerwise International Limited 89,026,933.80 Blue Cove International Limited 44,812,215.00 Joint venture and affiliates Incl. Beijing Guangying Property Development Co., Ltd. 912,320,960.74 1,243,733,636.26 Foshan China Merchants Longyuan Property Co., Ltd. 673,449,850.06 673,084,122.36

Ningbo Jiangwan Property Development Co., Ltd. 1,350,815,887.80 TCL Photoelectronic (Shenzhen) Tech Co., Ltd. 227,095,300.70 Shanghai Xinanshan Property Development Co., Ltd. 149,343,672.94 143,654,905.22 Jones Tech Limited 62,432,109.67 64,454,177.05 Holly Profit Limited 92,550,643.25 73,958,515.34

Huizhou Taitong Property Investment Co., Ltd. 11,270,000.00 11,270,000.00

Total 3,386,022,273.26 11,270,000.00 2,425,980,656.93

3. Long-term receivable accounts due from related parties

Related party (projects) Balance at end of year Amount at the beginning of year

190

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Book balance Bad debt Book balance Bad debt provision provision

Joint venture and affiliates

Incl. Huizhou Taitong Property Investment Co., 49,721,270.00

Ltd.

Total 49,721,270.00

4. Payable accounts to related parties

Amount at the beginning Related party (projects) Balance at end of year of year

Controlling shareholder and ultimate controlling party

Incl. China Merchants Shekou Industrial Zone Co., Ltd. 900,000,000.00

Total 900,000,000.00

5. Other payables to related parties

Balance at end of Amount at the beginning Related party (projects) year of year Controlling shareholder and ultimate controlling party Incl. China Merchants Shekou Industrial Zone Co., Ltd. 79,488,890.25 2,097,500.03 Joint venture and affiliates Incl. China Merchants Guangming Technology Park Co., Ltd. 1,476,670.59 10,289,739.09 Shanghai Ledu Property Co., Ltd. 144,356,803.60 Guangzhou Panyu Innovation Technology Garden Co., Ltd. 220,820.00 Shanghai Xinanshan Property Development Co., Ltd. 31,600,000.00

Shenzhen China Merchants OCT Investment Co., Ltd. 674,733,289.97 Tianjin Xinghai real Estate Development Co., Ltd. 106,081,398.67 Other entities under common controlling shareholder and ultimate controlling parties Incl. Shenzhen CM Financial Service Co., Ltd. 714,581,431.09 753,539,867.35 Zhangzhou Development Zone Co., Ltd. 200,000,000.00 267,000,000.00 Dafeng International Holdings 83,196,508.79 China Merchants Hanghua Technologies and Trade Center Co., 528,151.21 Ltd. China Merchants International (China) Investment Ltd. 274,482.56 274,482.56 Shenzhen China Merchants Land InvestmentCo., Ltd. 74,448.00 Shenzhen China Merchants Landmark Co., Ltd. 4,303.31 Total 1,808,456,983.13 1,261,361,803.94

191

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 6. Long-term payable accounts to related parties

Balance at end of Amount at the beginning Related party (projects) year of year

Other entities under common controlling shareholder and ultimate controlling parties

Incl. Shenzhen CM Entrepreneurship Co., Ltd. 1,200,000.00 1,200,000.00

Total 1,200,000.00 1,200,000.00

7. Deposit and borrowings with related parties

Amount at the Related party (projects) Balance at end of year beginning of year

Other entities under common controlling shareholder and ultimate controlling parties

Incl. China Merchants Bank Co., Ltd. (Savings) 7,154,357,534.12 6,168,810,000.00

China Merchants Bank Co., Ltd. (loan) 1,439,428,563.46 967,500,000.00

Total 8,593,786,097.58 7,136,310,000.00

VIII. Contingency 1. Contingent liabilities incurred by unsettled lawsuits

Zhuhai Yuanfeng Property Co., Ltd. – subsidiary of the Company, was sued by some property owners. As of December 31, there was 41 owners’ claim not settled yet. The Company has provided projected liability of RMB10,473,360.10 against the claimed amount. For details please see Note VI. 33. Expectable liabilities 2. Contingent liabilities incurred by providing of external guarantees

(1) Company has provided guarantees for property mortgages to the banks totaled to RMB789,375,735.34 (December 31, 2012: RMB215,223,740.68). This issue makes no material influence on the financial situations of the report term and the period after the report term. (2) The Company accepted joint liabilities on the guarantees provided to China Merchants Guangming Technology Park Co., Ltd. in 2013 basing upon the shares in it, namely the contingentliability was RMB64,360,520.00. The guarantee will due at the end of 2nd year since the 2nd day of expiration of loan term under this contract. This issue makes no material influence on the financial situations of the report term and the period after the report term. 3. There was no other material contingent issues occurred

192

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) with the Group other than the above contingenciesas of December 31, 2013.

IX. Commitments 1. Significant commitments

1) Leasing contracts engaged or to be executed, and their financial influences As of December 31, 2013 (T), irrevocable leasing contracts attributable to the following periods:

Periods Leasing

T+1 year 38,503,525.04

T+2 Years 41,175,188.36

T+3 Years 32,854,791.22

Post T+3 years 257,206,409.98

Total 369,739,914.60

2) Other major financial commitments

Capital commitments End of term Beginning of term

Signed but not yet recognized in the financial statements

- commitment of long-term asset purchasing 4,852,900,000.00 11,250.00

－Real estate development projects 7,871,048,399.39 7,416,297,922.05

－Investment commitment to the outside 1,258,825.00

Total 12,723,948,399.39 7,417,567,997.05

2. There was no other material commitment issues occurred with the Group other than the above as of December 31, 2013.

X. Post-balance-sheet Issues 1. Dividend or profit as proposed and approved to be announced in post balance sheet day.

The company is planning to distribute cash dividends totaled RMB824,304,241.44 to shareholders, and this retained earnings distribution proposal needs to be further approved by the general meeting of shareholders. See Note VI. 33. II.

193

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 2. There isn’t any other material post-balance-sheet issues except for the above.

194

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

XI. Segment information 1. 2013 Segment Report

Items Property industry Public services Property management Un-allocated segments Neutralization Total

Turnover 31,226,483,959.90 657,926,835.65 867,566,055.32 -184,162,993.35 32,567,813,857.52

Incl. Revenue from external trade 31,226,483,959.90 641,537,370.95 699,792,526.67 32,567,813,857.52

Income among the segments 16,389,464.70 167,773,528.65 -184,162,993.35 -

Operational expenses 23,681,081,584.84 453,704,691.25 836,631,418.73 422,617,386.74 -184,162,993.35 25,209,872,088.21

Operational profit (loss) 11,495,734,169.67 204,222,144.40 31,411,284.57 1,044,527,921.39 -4,848,683,426.55 7,927,212,093.48

Total assets 152,835,054,956.04 5,005,432,413.45 591,926,307.10 45,342,687,132.14 -69,734,653,819.08 134,040,446,989.65

Total liability 110,974,669,076.74 3,660,311,072.15 475,666,652.12 28,183,613,076.09 -48,170,980,092.21 95,123,279,784.89

Supplementary info.

Depreciation and amortized expenses 367,147,647.82 11,703,391.26 2,916,838.52 193,072.52 381,960,950.12

Capital expenditure 674,453,381.11 21,745,961.52 3,131,501.16 1,396,410.00 700,727,253.79

Non-cash expenses other than depreciation and amortizing

195

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 2. 2012 Segment Report

Items Property industry Public services Property management Un-allocated segments Neutralization Total

Turnover 24,037,579,089.49 695,549,258.68 751,773,736.99 -188,139,930.70 25,296,762,154.46

Incl. Revenue from external trade 24,037,579,089.49 685,696,144.08 573,486,920.89 25,296,762,154.46

Income among the segments 9,853,114.60 178,286,816.10 -188,139,930.70

Operational expenses 17,768,961,494.06 470,865,124.85 723,764,048.47 350,738,244.32 -244,770,515.89 19,069,558,395.81

Operational profit (loss) 7,512,562,622.62 193,402,364.30 25,923,817.50 594,625,295.99 -2,092,153,428.86 6,234,360,671.55

Total of assets 128,007,310,965.02 6,924,113,407.10 910,679,243.68 44,697,148,734.60 -72,004,719,039.16 108,534,533,311.24

Total of liability 98,904,117,630.65 5,722,945,003.04 800,013,091.49 28,080,228,478.57 -54,412,049,892.64 79,095,254,311.11

Supplementary info.

Depreciation and amortized expenses 233,502,649.92 13,672,469.42 2,620,652.21 81,931.39 249,877,702.94

Capital expenditure 83,263,482.81 55,656,309.34 4,721,715.73 44,539.50 143,686,047.38

Non-cash expenses other than depreciation and amortizing

196

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

XII. Financial Instruments and Risk Management

Main financial instruments adopted by the Group are loans, accounts receivable, accounts payable, trading financial assets and trading financial liabilities. Details of these financial instruments are available in respective Notes II herein. Risks attached to these financial instruments and the risk management policies adopted by the Group are illustrated hereafter. The executive team of the Company have been monitoring and controlling over the risk exposures to constrain them in a limited extent. 1. Target and policies of risk management

The objective of the Company’s risk management is to achieve a balance between the risk and return, minimize the negative influence on business operations and maximize the interests of shareholders and other equity holders. With regard to this target, the basic policies of the Company are; ascertain and analyse risks, set appropriate risk-bearing bottom line, manage and monitor each categories of risks and constrain them in a certain extent. (1) Market risks

1) Foreign exchange risks Foreign exchange risks are those generated by fluctuation of exchange rates. Foreign exchange risks of the Company are mainly involved with Hong Kong Dollar and US Dollar. Except for some of the subsidiaries of the Company, which are doing their businesses by USD, all other main business operations of the Company are denominated in Renminbi. As of December 31, 2013, except for the following assets which are demonstrated in Hong Kong Dollar or US Dollar, all of the other assets and liabilities of the Company are demonstrated in RMB. Foreign exchange risks brought by these assets and liabilities in foreign currencies may influence the Company’s business performance.

Items Dec 31 2013 December 31, 2012

Monetary capital - HKD 528,895,024.50 358,817,942.41

Monetary capital - USD 620,901,559.62 114,114,350.01

Prepayment - HKD 10,958.00 8,309.00

Other receivables - HKD 1,255,539.57

Other receivable - USD 88,257,999.81 21,989,976.74

Financial loans - HKD 850,000,000.00 980,000,000.00

Financial loans - USD 1,237,450,000.00 886,000,000.00

Bond payable - USD 492,713,633.98

Interest payable - HKD 2,415,293.55 2,424,950.94

Interest payable - USD 1,960,865.48 1,691,528.96

Other payables - HKD 8,100,183.56 32,201,019.90

Other payables - USD 23,496,795.19 394,617,215.85

197

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) The Company pays close attention on the influences of exchange rate fluctuations. 2) Interest risks Interest risks are mostly incurred by interest fluctuations on loans borrowing. Financial liabilities with floating interests confront the Group with cash flow interest risks, whereas the financial liabilities with fixed interests confront the Group with fair value interest risks. The Group decides the proportion of contracts with fixed and floating interest rates according to the market environment. As of December 31, 2013, the liabilities with interest were mainly the RMB and HKD loan contracts with floating interest rate, which were amounted to RMB15,721,425,900 (December 31, 2012: 20,004,006,000), among which RMB and HKD were totaled to 8,176,817,000 and USD were totalled to 7,544,608,900. Meanwhile fixed RMB loan contracts amounted to RMB9,963,500,000 (December 31, 2012: 3,860,000,000). 3) Price risks The Group was selling steel materials and products at market price, which was influenced by fluctuations of the market price. (2) Credit risks As at December 31, 2013, the Group’s maximum exposure to credit risk which may cause a financial loss to the Group due to failure to discharge an obligation by the counter parties or debtors is arising from: Book value of financial asset recognized in consolidated balance sheet; as for financial instruments measured at fair value, the book value is reflecting the exposure to risks but not necessarily the greatest exposure. The greatest exposure to risks fluctuates along with the future fair value. In order to minimize the credit risk, the management of the Group has delegated a team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at each balance sheet date to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the directors of the Company consider that the Group’s credit risk is significantly reduced. The credit risk on liquid funds is limited because the counter parties are banks with high credit ratings assigned by international credit-rating agencies. The Company adopted necessary policies to make sure that all clients and customers are attributed with merit credit records. There are no other major clustered risks other than the top 5 receivable accounts. Total of top 5 receivable accounts: RMB37,672,299.80. (3) Liquidity risk Liquidity risk refers to the possibility that the Group could not exercise its financial liabilities when mature.As for liquidity risk management, the Company monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Company’s operations and mitigate the effects of fluctuations in cash flows. The management monitors the utilization of bank borrowings and ensures the loan contracts are properly exercised. Negotiation was done with financial institutions to maintain a certain level of credit aiming to reduce liquidity risk. The Group uses bank loans as one of the financial resources. As of December 31, 2013, there was an outstanding credit amounted to RMB23,377,559,400 (December 31, 2012: RMB7,896,764,500), and there isn’t any short-term bank credit outstand at end of 2013 (December 31, 2012: None).

198

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) The due dates of undiscounted financial assets and liabilities held by the Group on retained contract liabilities are as follows:

Over five Items Within 1 year 1-2 yrs 2-5 yrs Total years

Financial assets

Monetary capital 24,240,458,796.50 24,240,458,796.50

Notes receivable 4,000,000.00 4,000,000.00

Account receivable 76,864,814.81 76,864,814.81

Other account receivable 13,683,883,876.17 13,683,883,876.17

Interest receivable 100,000.00 100,000.00

Financial liabilities

Short-term loans 4,250,000,000.00 4,250,000,000.00

Notes payable 27,267,637.07 27,267,637.07

Account payable 12,010,832,454.50 12,010,832,454.50

Other account payable 9,014,047,482.53 9,014,047,482.53

Bond payable 3,003,382,977.23 3,003,382,977.23

Interest payable 152,361,058.07 152,361,058.07

Non-current liability due in 1 6,331,007,932.13 6,331,007,932.13 year

Long-term borrowings 10,581,008,100.00 6,470,909,794.42 17,051,917,894.42

Long-term payable 102,745,035.90 102,745,035.90

2. Fair value

1) Financial instruments without being measured by fair value Financial instruments without being measured by fair value include: account receivable, short-term loans, account payable, long-term loans, bond payables, and long-term payable accounts. Fair values of long-term loans, long-term payables, and bond payable are decided by the present value discounted against the interest rate of similar cash flow in the similar condition with comparable credit level in the market as stipulated by the contract. 2) Financial instruments measured by fair value Financial assets and liabilities measured by fair value are mainly foreign exchange forwardcontracts. Estimation of fair value is a subjective judgment basedon the market information and financial

199

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) information at a certain time, it is not a certain recognition since there are various uncertain factors or issues involved. Change of estimation basis may influence the results. Fair value of financial assets and financial liabilities are decided by the ways as provided hereafter: Fair values of financial assets and financial liabilities complying with standard conditionsin active market are measured respectively with reference to the current bid and ask prices of the active market; Fair value of other financial assets and financial liabilities ( excluding derivatives) are recognized by general pricing matrix on future discounted cash flow basis, or recognized by observable current market prices; Fair values of derivatives are determined by the public offer price in the active market. If a fair value is determined fully or partially with evaluations, whereas these evaluation schemes are not taking accessible market prices and information from similar financial instruments in the open market into evaluation process, then they are greatly sensitive to evaluation assumptions, and the following shall be revealed: Possible influences the estimation and fact may cause. Current change of fair value indicated by the evaluation shall be accounted into current gain/loss. Fair values of foreign exchange forwarde contracts are determined according to market quotations. 3. Sensitivity analyze

The Group evaluates the possible influences the reasonable variations may cause to the current gain/loss account or shareholders’equity, by adopting sensitivity analyze technologies. Few risk variations change individually, however the relevance amongst the variations may cause major influence on the amounts. Therefore the followings are based on the assumption that every factor change occurred independently. (1) Foreign exchange risk Foreign exchange risks are mainly the influences of exchange rate fluctuation on monetary assets and liabilities of the Company in foreign currency. Most of the Company’s foreign currency loans are USD. The Company adopted foreign exchange forwardcontract to lock the forward exchange rate to avoid risks. On the other hand, for other monetary assets and liabilities in foreign currencies, the Group capitalized most of the exchange gain/loss occurred into inventory costs. Foreign currency sensibility analysis is basing on the assumption that all of the overseas operational investment hedging and cash flow hedging are highly effective. (2) Interest risks Interest risks are mostly the influences of interest fluctuation on the borrowing expenses. Most of the borrowing expenses have been capitalized and accounted into inventory costs, therefore fluctuation of interest rate is not making major influence on the gain/loss of current term or shareholders’ equity at the end of report term.

XIII. Other Material Issues 1. Leases

200

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) (1) The minimum payment amount of material operational leasing (commercial lessees)

Remained leasing period the lowest payment amount of leasing within 1 year 38,503,525.04

1-2 years 41,175,188.36

2-3 years 32,854,791.22

Over 3 years 257,206,409.98

Total 369,739,914.60

2. Share issued for acquisition of asset and financing for supporting capital

On September 13, 2013, the Company entered the Asset Acquisition Agreement with China Merchants Shekou Industrial Zone Co., Ltd. – the holding shareholder of the Company (and the Supplementary Agreement (I) on October 8, 2013). According to the agreement, the Company was about to acquire the land using rights of Seaworld Resident Estate Phase I and the Culture & Art Center by means of issuing A shares privately. The asset value will be on the appraisal by land appraisal institute qualified for business in the whole country (originally band A level institute certified by National Department of Land Resource), and the Land Appraisal Report shall be filed and certified by National Government. The total consideration of the above transaction was decided to be RMB4852.90 million as agreed by the Company and China Merchants Shekou Industrial Zone Co., Ltd. Supporting capital shall be raised by A shares placed privately to no-more-than 10 qualified subscribers by means of inquiry. The amount of supporting capital shall not be greater than 25% of the above transaction, namely no more than RMB1,617,633,333. The above proposal was examined and adopted at the 2nd provisional shareholders’ meeting of 2013. On November 28, 2013, the Company received the Notice for Acceptance of Administrative Approval issued by China Securities Regulatory Commission, which means the application of the Company has been accepted by the authority. It is under processing at present.

XIV. Notes to the main items of the financial statements of the parent company 1. Other account receivable

(1) Categories of other account receivable

Balance at end of year

Book balance Bad debt

Categories provision

Amount Ratio Amount Ratio

(%) (%) Other receivables with major individual amount and bad debt provision provided individually

201

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Balance at end of year

Book balance Bad debt Categories provision

Amount Ratio Amount Ratio (%) (%) Other account receivable with insignificant individual amount but bad debt provision provided

Other receivables provided bad debt provision in groups

Portfolio I 28,619,556,967.65 100.00

Portfolio II

Sub-total of group 28,619,556,967.65 100.00

Total 28,619,556,967.65 100.00

(cont.)

Amount at the beginning of year

Book balance Bad debt Categories provision

Amount Ratio Amount Ratio

(%) (%) Other receivables with major individual amount and bad debt provision provided individually Other account receivable with insignificant individual amount but bad debt provision provided Other receivables provided bad debt provision in groups

Portfolio I 29,644,653,819.13 100.00

Portfolio II

Sub-total of group 29,644,653,819.13 100.00

Total 29,644,653,819.13 100.00

1) Age of other receivable accounts:

Balance at end of year Amount at the beginning of year Age Book balance Bad debt Book balance Bad

202

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

provisio debt

Amount Ratio (%) n Amount Ratio (%) provisio n within 1 year 28,419,556,967.65 99.30 29,444,653,819.13 99.33

1-2 years 200,000,000.00 0.67

2-3 years 200,000,000.00 0.70

Over 3 years

Total 28,619,556,967.65 100.00 29,644,653,819.13 100.00

2) Top five debtors at the year end

Relation with the Portion in total other Name of the companies Amount Age receivable accounts (%) Description Company

within 1 Shenzhen CM Power Supply Co., Ltd. Subsidiaries 3,422,601,874.02 11.96 working capital year

China Merchants Commercial Property within 1 Investment (Shenzhen) Co., Ltd. Subsidiaries 1,849,816,629.36 6.46 working capital year

Zhenjiang Yingsheng Property within 1 Development Co., Ltd. Subsidiaries 1,445,425,293.00 5.05 working capital year

within 1 property CM Properties (Chongqing) Co., Ltd. Subsidiaries 1,399,375,233.35 4.89 year development capital

Ningbo Jiangwan Property Development within 1 Co., Ltd. Affiliates 1,380,839,846.60 4.82 working capital year

Total 9,498,058,876.33 33.18

(2) Receivable from related parties Relation Portion in with total other Name of the companies Amount the receivable accounts Company (%) Shenzhen CM Power Supply Co., Ltd. Subsidiaries 3,422,601,874.02 11.96 China Merchants Commercial Property Investment Subsidiaries 1,849,816,629.36 6.46 (Shenzhen) Co., Ltd.. Zhenjiang Yingsheng Property Development Co., Ltd. Subsidiaries 1,445,425,293.00 5.05 CM Properties (Chongqing) Co., Ltd. Subsidiaries 1,399,375,233.35 4.89 Ningbo Jiangwan Property Development Co., Ltd. Affiliates 1,380,839,846.60 4.82 Tianjin Guojun Investment Co., Ltd. Subsidiaries 1,256,384,540.00 4.39

203

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Relation Portion in with total other Name of the companies Amount the receivable accounts Company (%) Shanghai Jingyuan Property Development Co., Ltd. Subsidiaries 1,240,221,775.31 4.33 Shenzhen Pingshan CM Property Co., Ltd. Subsidiaries 935,212,718.04 3.27 CM Property (Suzhou) Co., Ltd. Subsidiaries 919,437,244.93 3.21 Joint 912,320,960.74 3.19 Beijing Guangying Property Development Co., Ltd. ventures Tianjin CM Taida Investment Co., Ltd. Subsidiaries 853,722,320.04 2.98 Shanghai CM Fengrui Property Ltd. Subsidiaries 828,320,200.00 2.89 Chengdu CM Property Co., Ltd. Subsidiaries 749,013,758.50 2.62 Suzhou CM Yishanjun Property Ltd. Subsidiaries 691,237,397.12 2.42 Tianjing Zhaosheng Property Co., Ltd. Subsidiaries 599,958,254.07 2.10 Chengdu CM Beicheng Property Development Co., Ltd. Subsidiaries 599,537,329.27 2.09 Zhuhai China Merchants Property Co., Ltd. Subsidiaries 568,566,350.17 1.99 CM Property (Changzhou) Co., Ltd. Subsidiaries 567,668,700.00 1.98 Shenzhen Jinyu Rongtai Investment Co., Ltd. Subsidiaries 517,111,171.67 1.81 Chengdu China Merchants Beihu Property Co., Ltd. Subsidiaries 502,069,363.50 1.75 China Merchants Property (Xiamen) Co., Ltd. Subsidiaries 412,500,000.00 1.44 Nanning CM Haotian Property Co., Ltd. Subsidiaries 397,936,721.29 1.39 Hangzhou Zhujia Property Development Co., Ltd. Subsidiaries 348,927,401.64 1.22 Suzhou CM Yonghuafu Property Co., Ltd. Subsidiaries 338,643,700.00 1.18 Wuhan Xinde Property Development Co., Ltd. Subsidiaries 322,171,971.82 1.13 China Merchants Jiatian Property Co., Ltd. Subsidiaries 306,572,991.00 1.07 Wuhan Aoming Property Development Co., Ltd. Subsidiaries 240,711,469.20 0.84 China Merchants Property (Wuhan) Co., Ltd. Subsidiaries 237,344,645.20 0.83 Beijing Kanglade Property Development Co., Ltd. Subsidiaries 225,225,471.43 0.79 Yunnan CM Chengtou Property Co., Ltd. Subsidiaries 211,652,655.84 0.74 Zhangzhou China Merchants Properties Co., Ltd. Subsidiaries 200,000,000.00 0.70 Shanghai CM Hongfa Property Co., Ltd. Subsidiaries 192,869,920.60 0.67 China Merchants Property (Bijie Guizhou) Co., Ltd. Subsidiaries 181,122,100.00 0.63 China Merchants Shangzhi (Bijie Guizhou) Co., Ltd. Subsidiaries 151,500,000.00 0.53 Shanghai Xinanshan Property Development Co., Ltd. Affiliates 149,343,672.94 0.53 Foshan CM Xincheng High-tech Co., Ltd. Subsidiaries 138,615,612.00 0.48 Shenzhen China Merchants Property Co., Ltd. Subsidiaries 109,644,121.83 0.38 Ruijia Investment Industrial Ltd. Subsidiaries 86,170,282.97 0.30 Qingdao Zhongrunde Auto Trade Co., Ltd. Subsidiaries 50,000,000.00 0.17 Wuhan Mingjie Property Development Co., Ltd. Subsidiaries 46,129,462.69 0.16 China Merchants Property Management Co., Ltd. Subsidiaries 37,941,090.55 0.13 Shenzhen Shekou Sea World Hotel Management Co., Ltd. Subsidiaries 27,894,139.45 0.10 Shenzhen CM Commercial Development Co., Ltd. Subsidiaries 18,111,881.64 0.06 Shenzhen CM Anye Investment Development Co., Ltd. Subsidiaries 12,823,666.67 0.04 Shenzhen Meiyue Properties Consultants Co., Ltd. Subsidiaries 85,210.00 Hainan CM Offshore Development Co., Ltd. Subsidiaries 59,230.40 Foshan China Merchants Longyuan Property Co., Ltd. Joint 10,000.00

204

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Relation Portion in with total other Name of the companies Amount the receivable accounts Company (%) ventures Shenzhen Haitao Hotel Co., Ltd. Subsidiaries 10,000.00 Total 25,682,858,378.85 89.70

2. Long-term share equity investment

(1) Long-term equity investment category

Items Balance at end of year Amount at the beginning of year

long-term equity investment on cost basis 9,034,158,112.93 5,488,866,837.93

Long-term equity investment on equity basis 192,881,702.26 168,472,474.97

Total of long-term equity investment 9,227,039,815.19 5,657,339,312.90

Less: Long-term investment impairment provision

Value of long-term equity investment 9,227,039,815.19 5,657,339,312.90

(2) Long-term equity investment on cost basis and equity basis

205

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Shareholding Year begin Current year Current year Year end Name of the Companies Voting rights (%) Investment cost Cash dividend of the year Ratio (%) Amount Additions 减少 Amount

On cost basis Shenzhen China Merchants Property Co., Ltd. 100.00 100.00 3,000,000,000.00 851,473,965.31 2,700,000,000.00 3,551,473,965.31 500,000,000.00

Shenzhen CM Power Supply Co., Ltd. 95.00 95.00 57,000,000.00 119,791,232.79 119,791,232.79

Shenzhen CM Property Co., Ltd. 90.00 90.00 22,500,000.00 36,460,596.83 36,460,596.83

Shenzhen China Merchants Xin’an Properties Co., Ltd. 60.00 60.00 25,000,000.00 20,822,211.48 20,822,211.48

Eureka Investment Co. Ltd. 99.00 99.00 19,919,300.00 1,301,324,500.00 1,301,324,500.00

China Merchants Properties (Beijing) Co., Ltd. 90.00 90.00 27,000,000.00 18,000,000.00 9,000,000.00 27,000,000.00 630,000,000.00

China Merchants Properties (Suzhou) Co., Ltd. 90.00 90.00 27,000,000.00 27,000,000.00 27,000,000.00

China Merchants Properties (Chongqing) Co., Ltd. 90.00 90.00 27,000,000.00 27,000,000.00 27,000,000.00 164,740,886.88

China Merchants Property (Nanjing) Co., Ltd. 49.00 49.00 14,700,000.00 14,700,000.00 14,700,000.00

Tianjing Zhaosheng Property Co., Ltd. 60.00 60.00 18,000,000.00 18,000,000.00 18,000,000.00

Suzhou CM Nanshan Property Co., Ltd. 60.00 60.00 120,000,000.00 120,000,000.00 120,000,000.00 166,213,570.06

Zhangzhou CM Property Co., Ltd. 51.00 51.00 127,500,000.00 229,500,000.00 229,500,000.00

CM Property (Chongqing) Garden City Co., Ltd. 100.00 100.00 30,000,000.00 30,000,000.00 30,000,000.00

Chengdu China Merchants Beihu Property Co., Ltd. 100.00 100.00 50,000,000.00 50,000,000.00 50,000,000.00

Chengdu CM Property Co., Ltd. 100.00 100.00 10,000,000.00 10,000,000.00 10,000,000.00

China Merchants Property (Xiamen) Co., Ltd. 100.00 100.00 50,000,000.00 50,000,000.00 50,000,000.00

Fujan Zhongliansheng Property Development Co., Ltd. 50.00 50.00 25,000,000.00 25,000,000.00 25,000,000.00

China Merchants Property (Wuhan) Co., Ltd. 100.00 100.00 30,000,000.00 30,000,000.00 30,000,000.00

China Merchants Property (Zhenjiang) Co., Ltd. 100.00 100.00 50,000,000.00 50,000,000.00 50,000,000.00

206

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Shareholding Year begin Current year Current year Year end Name of the Companies Voting rights (%) Investment cost Cash dividend of the year Ratio (%) Amount Additions 减少 Amount Zhenjiang Yingsheng Property Development Co., Ltd. 1.00 1.00 7,586,275.00 6,045,000.00 1,541,275.00 7,586,275.00

Qingdao Zhongrunde Auto Trade Co., Ltd. 51.00 51.00 183,731,836.00 183,731,836.00 183,731,836.00

China Merchants Property (Bijie Guizhou) Co., Ltd. 100.00 100.00 30,000,000.00 30,000,000.00 30,000,000.00

China Merchants Commercial Property Investment (Shenzhen) Co., Ltd.. 100.00 100.00 1,883,367,495.52 1,883,367,495.52 1,883,367,495.52

Ha’erbin CM Jiatian Property Development Co., Ltd. 50.00 50.00 80,250,000.00 80,250,000.00 80,250,000.00

CM Property (Changzhou) Co., Ltd. 100.00 100.00 30,000,000.00 30,000,000.00 30,000,000.00

Hainan CM Offshore Development Co., Ltd. 60.00 60.00 240,000,000.00 240,000,000.00 240,000,000.00

Shenzhen CM Property Consultancy Ltd. 20.00 20.00 400,000.00 400,000.00 400,000.00

Shanghai China Merchants Real-estates Co., Ltd. 10.00 10.00 3,000,000.00 3,000,000.00 3,000,000.00

Shanghai China Merchants Properties Co., Ltd. 10.00 10.00 3,000,000.00 3,000,000.00 3,000,000.00

Zhenjiang Nanshan Creative Industry Garden Co., Ltd. 60.00 60.00 30,000,000.00 30,000,000.00 30,000,000.00

Shenzhen Pingshan CM Property Co., Ltd. 100.00 100.00 14,000,000.00 14,000,000.00 14,000,000.00

Tianjin Guojun Investment Co., Ltd. 100.00 100.00 300,550,000.00 300,550,000.00 300,550,000.00

Nanning CM Haotian Property Co., Ltd. 51.00 51.00 10,200,000.00 10,200,000.00 10,200,000.00

China Merchants Property (Hangzhou) Co., Ltd. 100.00 100.00 500,000,000.00 500,000,000.00 500,000,000.00

China Merchants Property (Rizhao) Co., Ltd. 100.00 100.00 30,000,000.00 30,000,000.00 30,000,000.00

Sub-total 7,026,704,906.52 5,488,866,837.93 3,595,291,275.00 50,000,000.00 9,034,158,112.93

On equity basis

China Merchants Guangming Technologies Garden Ltd. 49.00 49.00 196,000,000.00 168,472,474.97 4,615,919.52 163,856,555.45

Ningbo Jiangwan Property Development Co., Ltd. 34.00 34.00 30,000,000.00 30,000,000.00 974,853.19 29,025,146.81

207

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Shareholding Year begin Current year Current year Year end Name of the Companies Voting rights (%) Investment cost Cash dividend of the year Ratio (%) Amount Additions 减少 Amount

Sub-total 226,000,000.00 168,472,474.97 30,000,000.00 5,590,772.71 192,881,702.26 7,252,704,906.52 9,227,039,815.19 Total 5,657,339,312.90 3,625,291,275.00 55,590,772.71

(3) Investment in affiliates

Shareholding Voting rights Total asset at end of Total liability at end of Total net asset at end of Total of Current year Name of the Companies Ratio (%) (%) year year year turnover Net profit

Affiliates

China Merchants Guangming Technologies 49.00 49.00 645,688,163.78 311,287,030.18 334,401,133.60 28,774,814.00 -9,420,243.92 Garden Ltd.

Ningbo Jiangwan Property Development Co., Ltd. 100.00 34.00 1,380,798,554.96 1,353,665,770.23 27,132,784.73 -2,867,215.27

Total 2,026,486,718.74 1,664,952,800.41 361,533,918.33 28,774,814.00 -12,287,459.19

208

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) 3. Operational turnover and costs

Items Amount of current year Amount of Last Year

Main operation income 24,520,000.00 31,630,000.00

Other business income

Total 24,520,000.00 31,630,000.00

Main operation cost 2,540,090.96 6,548,488.37

Other business cost

Total 2,540,090.96 6,548,488.37

(1) Main business – on industrial segments

Amount of current year Amount of Last Year Name of industry Turnover Operation cost Turnover Operation cost

Property development 24,520,000.00 2,540,090.96 31,630,000.00 6,548,488.37

Total 24,520,000.00 2,540,090.96 31,630,000.00 6,548,488.37

(2) Turnover from top 5 clients

Name of clients Turnover % in total revenue

Income from construction of social welfare 24,520,000.00 100.00 housing in Guangming

Total 24,520,000.00 100.00

4. Investment income

(1) Sources of investment gains

Items Amount of current year Amount of Last Year Long-term equity investment gains on cost basis 1,460,921,420.84 950,628,048.31 Long-term equity investment gains on equity basis -5,590,772.71 -5,934,878.05

Others 670,370.05

Total 1,455,330,648.13 945,363,540.31

(2) Long-term equity investment gains on cost basis

209

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Amount of current Amount of Last Items Cause of change over last year year Year

Total 1,460,921,420.84 950,628,048.31

China Merchants Properties (Beijing) 630,000,000.00 Co., Ltd. Shenzhen China Merchants Property Dividend from invested company in 500,000,000.00 400,000,000.00 Co., Ltd. current year

Tianjing Zhaosheng Property Co., 202,158,695.38 Ltd. Suzhou CM Nanshan Property Co., Dividend from invested company in 166,213,570.06 97,005,077.73 Ltd. current year

Chengdu CM Property Co., Ltd. 140,000,000.00 China Merchants Properties Dividend from invested company in 164,740,886.88 111,464,275.20 (Chongqing) Co., Ltd. current year

China Merchants Property Gains from disposal -33,036.10 (Zhenjiang) Co., Ltd.

(3) Long-term equity investment gains on equity basis

Amount of current Amount of Last Items Cause of change over last year year Year

Total -5,590,772.71 -5,934,878.05

Incl. China Merchants Guangming Tech Park Co., Net profit change of invested -4,615,919.52 -5,934,878.05 Ltd. entity

Net profit change of invested Ningbo Jiangwan Property Development Co., Ltd. -974,853.19 entity

5. Supplementary information for cash flow statements of the parent company

Items Amount of current Amount of Last year Year 1.Net profit adjusted to cash flow of operation: Net profit 1,057,343,950.92 597,522,288.99 Plus: Asset impairment provision Fixed asset depreciation, gas and petrol depreciation, production goods 193,072.52 81,931.39 depreciation Amortizing of intangible assets Amortizing of long-term expenses

210

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Items Amount of current Amount of Last year Year Loss from disposal of fixed assets, intangible assets and other long-term assets (“-“ for gains) Loss of disposing fixed assets

(“-“ for gains) Gain/loss from change of fair value

(“-“ for gains) Financial expenses 924,508,951.14 974,865,738.28 (“-“ for gains) Investment loss -1,455,330,648.13 -945,363,540.31 (“-“ for gains) Decrease of deferred income tax asset

(“-“ for increase) Increase of deferred income tax liability

(“-“ for decrease) Decrease of inventory 1,224,000,000.00 -1,224,000,000.00 (“-“ for increase) Decrease of operational receivables 1,063,089,191.48 -4,628,646,567.83 (“-“ for increase) Increase of operational payables 1,702,024,878.73 6,431,869,328.29 (“-“ for decrease) Others Cash flow generated by business operation, net 4,515,829,396.66 1,206,329,178.81 2. Major investment and financing activities not involving in cash flow Liabilities converted to capital Convertible bond expire in 1 year Fixed assets leased through financing 3. Change of cash and cash equivalents Balance of cash at period end 6,296,121,745.68 5,277,807,877.29 Less: Initial balance of cash 5,277,807,877.29 5,036,890,168.00 Plus: Balance of cash equivalents at the period end Less: Initial balance of cash equivalents Net increasing of cash and cash equivalents 1,018,313,868.39 240,917,709.29

XV. Approval of the Financial Statements

This Financial Report was approved to be issued by the Board of Directors on March 14, 2014.

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Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

XVI. Supplementary Information of the Financial Statements 1. Non-recurring income statement of the year

According to “PLC Information Disclosure Q&A No.1 – Non-recurring gain/loss (revised 2008)”, the non-recurring gain/loss of the Company in 2013 is as the followings:

Amount of Amount of Items Remarks current year Last Year Gain/loss from disposal of non-current assets 256,255,563.72 -1,407,797.62 Note I Tax refunding or exemption without official certification or unauthorized approval Government subsidy counted into current gain/loss account 33,800,048.66 16,352,111.12 Capital adoption fee collected from non-financial organizations and accounted into current gain/loss Gain/loss from differences between the cost of enterprise merger and the 11,630,003.67 Note II fair value of recognizable net asset of the invested entities Gain/loss from non-monetary assets Gain/loss from entrusted investment or assets Asset impairment provisions provided for force-majeur factors Gain/loss from debt reorganization Enterprise reorganizing expenses Gain/loss from trade departing from fair value Current net gain/loss of subsidiaries under same control from beginning of term till date of consolidation Gain/loss generated by contingent liabilities without connection with main businesses Gain/loss from change of fair value of transactional asset and liabilities, and investment gains from disposal of transactional financial assets and liabilities and tradable financial assets, other than valid hedging instruments related to the Company’s common businesses Restoring of receivable account impairment provision tested individually Gain/loss from entrusted loans Gain/loss from change of fair value of investment property measured at fair value in follow-up measurement Influence of one-time adjustment made on current gain/loss account according to the laws and regulations regarding tax and accounting Consigning fee received for cosigned operation Other non-business income and expenditures other than the above -3,883,513.02 -49,804,571.52 Other gain/loss items conform to non-recurring gain/loss account

Sub-total 297,802,103.03 -34,860,258.02 Influenced amount of income tax -7,253,985.40 2,766,668.96 Influence on minority shareholders’ equity (after tax) -11,574,272.10 2,887,287.63

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Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Amount of Amount of Items Remarks current year Last Year Total 278,973,845.53 -29,206,301.43

Note I: Gain/loss from disposal of non-current assetsincludeRMB339,878,500.00 gains from disposal of equities of Shenzhen CM OCT Investment Co., Ltd. Other gain/loss from non-current assets is due to the revision of equity disposal gains by Shenzhen CM OCT Investment Co., Ltd, which is determined according to the actual acreage during April to December.See “Note V, II , 2 Entities eliminated from the consolidated balance sheet during current year”for more detailed information. Note II: See “Note V, III, 1Subsidiaries procured through merger of entities under non-uniform control”. 2. Return on equity and earnings per share

This calculation formulas of return on equity, basic earnings per share, and diluted earnings per share adopted by the Group for year 2013 are according to “Information Disclosure Rules of PLC No.09 – calculating and disclosing of net income on asset and earnings per share” (Revised 2010) issued by China Securities Regulatory Commission.

weighted Earnings per share

average Profit of the report period Basic earnings Diluted earnings return on per share per share equity (%)

Net profit attributable to the owners of parent co. 16.73 2.4470 2.4470

Net profit attributable to the owners of the parent co. after 15.62 2.2857 2.2857 deducting of non-recurring gains/losses

3. Irregular condition and reasons for main items changes in the financial statements

1) Items in consolidated balance sheet which have changed relatively significant from the beginning to the end of year

Scale of Amount at the beginning of Items Balance at end of year change Remarks on changes year （%） 24,240,458,796.50 18,239,272,247.93 32.90 Expanding of business Monetary capital scale Account 76,864,814.81 162,099,162.73 -52.58 Retrieving of sales balance receivable Prepayment 2,815,967,507.79 8,287,184.01 33,879.79 Prepayment for land Increase of property Inventories 78,476,507,470.78 73,637,940,073.11 6.57 projects Other account Increase of land bidding 13,683,883,876.17 8,183,491,572.92 67.21 receivable deposit Long-term share 1,653,193,617.06 1,083,249,770.92 52.61 New investment in equity investment associated entities and joint

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Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated) Scale of Amount at the beginning of Items Balance at end of year change Remarks on changes year （%） ventures Investment property Investment real 5,661,844,333.88 3,117,335,984.24 81.62 completed and transferred estates in Hotel project completed Fixed assets 2,038,420,991.55 435,194,977.76 368.39 and transferred in Hotel project completed Intangible assets 542,448,651.42 and land using rights transferred in Expanding of business Short-term loans 4,250,000,000.00 2,105,000,000.00 101.90 scale Long-term Expanding of business 17,051,917,894.42 14,378,013,872.78 18.60 borrowings scale Advances 37,517,671,641.79 28,463,966,430.34 31.81 Increase of prepaid sales received Other current 3,560,491,070.18 4,256,735,641.00 -16.36 Land VAT paid liability Distributing of dividend Dividend payable 120,927,194.29 290,165,059.98 -58.32 payable Bond issued by China Bond payable 3,003,382,977.23 Merchants Land Property Expected VAT payable in Deferred income 108,596,697.05 mainland China by tax liability overseas subsidiaries 2) Items in consolidated income statement which have changed relatively significant over the previous year

Amount of current Amount of Last Scale of Items Notes year Year change % Operation income Increase of property sales income 32,567,813,857.52 25,296,762,154.46 28.74 transferred in Operation cost Increase of property cost transferred 19,045,102,287.65 12,945,037,612.58 47.12 in Financial expenses 614,458,390.98 394,147,542.48 55.90 Decrease of capitalized interest Asset impairment Writing back of inventory -353,766,988.42 288,460,193.61 -222.64 loss impairment Investment income Change of subsidiary to 569,270,324.16 5,572,506.29 10,115.70 affiliation Non-operational 69,414,481.75 24,841,162.92 179.43 Increase of government subsidy income

214

Notes to Financial Statements - China Merchants Property Development Co., Ltd. January 1 to December 31, 2013 (In RMB except for otherwise stated)

Chapter XI File Directory for Reference (I) Financial statements that contain the signature and seal of legal representative, person in charge of accounting and person in charge of accounting office; (II) Original audit reports that contain the signature and seal of accounting firm and certified public accountants; (III) The company’s original documents and manuscript of announcement that disclosed on the newspaper appointed by China Securities Regulatory Commission in 2013; (IV) Annual Report of the Year 2013 (English version).

China Merchants Property Development Co., Ltd.

March 18, 2014

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