Chapter 1 Important Notice, Content and Paraphrases
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招商局地产控股股份有限公司 2012 年度报告全文 Annual Report 2012 Announcement No.:【CMPD】2013-009 Chapter 1 Important Notice, Content and Paraphrases Important Notice: Board of Directors, Supervisory Committee of China Merchants Property Development Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any important omissions, fictitious statements or serious misleading information carried in this report, and shall take all responsibilities, individual and/or joint, for the authenticity, accuracy and integrality of the whole contents. The preplans 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, for each ten shares, allot RMB 3.0 cash (including tax), and increasing capital stock transferred from capital reserve is not performed. Lin Shaobin—Legal Representative, Huang Peikun—Chief Financial Officer, and Xu Yixia—Manager of Accounting Department hereby confirm that the Financial Report enclosed in the Annual Report is true and complete. Zhang Wei - Independent Director of the Company did not attend the meeting due to business, and Chai Qiang -Independent Director was authorized to attend the meeting and exercised the right to vote on behalf of him. All the rest Directors attended the meeting of Board of Directors examining this report. This report has been prepared in Chinese and English version respectively. In the occurrence of differences due to interpretations of both versions, the Chinese report shall prevail. 0 招商局地产控股股份有限公司 2012 年度报告全文 Content Chapter 1. Important Notice, Content and Paraphrases………………………………..1 Chapter 2. Company Profile……………………………………………………………5 Chapter 3. Financial Summary…………………………………………………………7 Chapter 4. Report of the Board of Directors…................................................................9 Chapter 5. Significant Events…………………………………………………………..45 Chapter 6. Changes in Share Capital and Particulars about Shareholders… ………….53 Chapter 7. Particulars about Directors, Supervisors, Senior Executives and Staffs… ..58 Chapter 8. Company Governance……………………………………………………….68 Chapter 9. Internal Control………………………………………………………………75 Chapter 10 Financial Reports…………………………………………………………….77 Chapter 11 File Directory for Reference…………………………………………………77 1 招商局地产控股股份有限公司 2012 年度报告全文 Paraphrases Unless specified in 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 Refers to China Securities Regulatory Commission Shenzhen Regulatory Bureau 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 Refers to China Merchants Zhangzhou Development Zone Co., Ltd. Development Zone Shenzhen CMRE Refers to Shenzhen China Merchants Real Estate Co., Ltd. China Merchants Refers to Shenzhen China Merchants Properties and Investment Co., Ltd. Properties and Investment CMPS Refers to Shenzhen China Merchants Power Supply Co., Ltd. China Merchants Refers to China Merchants Property Management Co., Ltd. Property Management Tonic Industries Refers to Tonic Industries Holdings Ltd. Hong Kong Ruijia Refers to Ruijia Investment Industrial Co., Ltd. Full Space Investment Refers to Full Space Investment Ltd. 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. The investors please pay attention to the related contents. 2 招商局地产控股股份有限公司 2012 年度报告全文 Chapter 2. Company Profile (I) 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: Lin Shaobin III. Secretary of the Board: Liu Ning Securities Affair Representative: Zeng Fanyue 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 Email: [email protected] IV. Registered Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, Shekou Industrial Zone, Nanshan District, Shenzhen Office Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, Shekou Industrial Zone, Nanshan District, Shenzhen Post Code: 518067 Company Web site: http://www.cmpd.cn E-mail: [email protected] V. Newspapers selected for Disclosing the Information of the Company: China Securities Journal, Securities Times, Shanghai Securities News, Securities Daily and Hong Kong Commercial Daily Official Website for Publishing Annual Report authorized by CSRC: http://www.cninfo.com.cn 3 招商局地产控股股份有限公司 2012 年度报告全文 Place Where the Semi-Annual Report is Prepared and Placed: Secretariat of the Board of Directors VI. Stock listed in: Shenzhen Stock Exchange Also listed with: 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. Registration code for corporate business code: 440301503287841 4. Tax Registration No.: National Tax-Shen Zi 440300618845136 5. Code of Organization: 61884513-6 6. Main business change and all previous controlling shareholder change of the Company since the listing The company‟s predecessor is „Merchants Shekou Port Service Co., Ltd.‟ and has the main business of port business. June 7th, 1993, A shares and B shares of the Company are listed trading at Shenzhen Stock Exchange. From 1998 to 1999, the property having nothing to do with the main business of the Company is replaced with stock rights of Shenzhen CMRE, CMPS and other companies held by Shekou Industrial Zone, and accumulative total 70% of the stock rights of the companies is transferred. July 21st, 2000, the Company is renamed as „China Merchants Shekou holding Co., Ltd.‟ July 13th, 2001, the rest relevant assets of Shekou Port are replaced with 25% of stock rights of Shenzhen CMRE, CMPS and other companies held by Shekou Industrial Zone. June 24th, 2004, the Company is renamed as „China Merchants Property Development Co., Ltd.‟ and becomes a listed company taking real estate development and management as main business. Since listing, the controlling shareholders of the Company did not change. VIII. The certified public accountants hired by the Company Name: Shinewing Certified Public Accountants Ltd.; Office Address: 8F, Block A, Fuhua Mansion, 8 North Street of Chaoyangmen, Dongcheng District, Beijing 4 招商局地产控股股份有限公司 2012 年度报告全文 Signature certified public accountants: Guo Jinlong, Wang Yaming 5 招商局地产控股股份有限公司 2012 年度报告全文 Chapter 3. Financial Summary I. Main accounting data and financial index The Company does not make retroactive adjustment or restatement for the previous year accounting data due to accounting policy alternative, correction of accounting error, etc. (Unit: RMB) Year-on-year Main accounting data 2012 2011 2010 Change Operating income (RMB) 25,296,762,15 15,111,366,64 67.40% 13,782,425,23 4.46 2.00 1.00 Net profit attributable to shareholders of the listed company (RMB) 3,318,266,875.59 2,591,781,031.00 28.03% 2,011,397,239.00 Net profit attributable to shareholders of the listed company after deducting non-recurring gains and 3,347,473,177.02 2,490,234,506.00 34.42% 2,003,177,128.00 losses (RMB) Net cash flow from 5,059,172,766.83 -2,112,339,698.00 339.51% -4,446,294,010.00 operating activities (RMB) Basic earnings per share 1.93 1.51 27.81% 1.17 (RMB/share)) Diluted earnings per share 1.93 1.51 27.81% 1.17 (RMB/share) Up by 1.64 Return on equity (%) 15.03% 13.39% percentage points 11.66% Year-on-year End of 2012 End of 2011 End of 2010 Change 108,534,533,311.24 79,666,494,368.00 36.24% 59,818,240,763.00 Total assets (RMB) Net asset value attributable to shareholders of the 23,393,515,534.23 20,418,214,797.00 14.57% 18,207,431,836.00 listed company (RMB) II. Influence of IAS Adjustment on Net Profit and Net Asset (unaudited) (Unit: RMB) Net profit attributable to the Net assets attributable to the shareholders of the listed company shareholders of the listed company 2012 2011 End of 2012 End of 2011 By IAS 3,318,266,875.5 2,591,781,031 24,733,344,763 21,758,044,026 9 .00 .23 .00 6 招商局地产控股股份有限公司 2012 年度报告全文 By Chinese Accounting Standard 3,318,266,875.59 2,591,781,031.0 23,393,515,534.23 20,418,214,797.00 Difference between home& abroad -- - 1,339,829,229.00 1,339,829,229.00 Of which: Adjustment of - - 1,339,829,229.00 1,339,829,229.00 goodwill For the current year, the net profit attributable to the shareholders of listed company is the same under both Chinese Accounting Standard and International Accounting Standard. The main reason of the adjustment on the net asset attributable to shareholders of listed Notes 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 into capital reserves, whereas the goodwill generated by consolidation shall be recorded