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2014 Annual Report

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2014 Annual Report ZSDC 2014 Annual Report 2014 Annual Report Announcement No. [CMPD] 2015-010 Section One Important Notice, Contents and Interpretation Important Notes: Board of Directors and Board of Supervisors of the Company and its directors, supervisors and officers hereby guarantee that this resolution is free from any faults, misleading statement or major omission and bear joint and several liabilities for the truthfulness, accuracy and completeness of contents described herein. Profit distribution plan and capital stock increasing from accumulation funds during reporting period reviewed by company’s Board of Directors: based on total 2,575,950,754 capital shares at the end of reporting period, paying out RMB 3.2 (including tax) cash dividend per 10 shares, no capital stock increasing from accumulation funds. The legal representative Sun Chengming, Chief Financial Director Wu Zhenqin and Manager of Finance Department Li Shifang hereby state that: the financial statements under the Report are authentic, accurate and complete. Except that director of the Company, Chen Gang and independent director of the Company, Liu Hongyu was unable to attend the board meeting for report review in person due to business, but respectively authorized Vice Chairman Yang Tianping and independent director Chai Qiang to attend the meeting and vote on his behalf, other all directors attended the meeting. The Report is made in Chinese and English. In case of any discrepancy, the Chinese version shall prevail. Contents Section Two Company Profile ................................................................................................................................... 3 Section Three Summary of Financial Data and Financial Index ............................................................................... 5 Section Four Directors' Report .................................................................................................................................. 7 Section Five Important Events ................................................................................................................................. 42 Section Six Capital Changes and Shareholders' Information .................................................................................. 53 Section Seven Information about the Company's Directors, Supervisors, Officers and Staff ................................. 58 Section Eight Corporate Governance ...................................................................................................................... 68 Section Nine Internal Control .................................................................................................................................. 74 Section Ten Audit Report ........................................................................................................................................ 77 Section Eleven Contents of Reference Files .......................................................................................................... 204 1 ZSDC 2014 Annual Report Abbreviation and Interpretation Unless otherwise stated, the meanings of following abbreviations in this report are as follows: Item means Interpretation SASAC means State-owned Assets Supervision and Administration Commission of State Council NAFMII means National Association of Financial Market Institutional Investors (NAFMII) CSRC means China Securities Regulatory Commission SACSRC means Shenzhen Administration of China Securities Regulatory Commission SSE means Shenzhen Stock Exchange The Company and Company means China Merchants Property Development Co., Ltd. China Merchants Group means China Merchants Group Co., Ltd. Dafeng International means Dafeng International Limited Liability Company Shekou Industrial Zone means China Merchants Shekou Industrial Zone Co.,Ltd. Zhangzhou Development Zone means China Merchants Zhangzhou Development Zone Co., Ltd. China Merchants (Shenzhen) Property means China Merchants (Shenzhen) Property Development Co., Ltd. CMPI means China Merchants (Shenzhen) Investment Co., Ltd. China Merchants (Shenzhen) Power Supply means China Merchants (Shenzhen) Power Supply Co., Ltd. China Merchants Property means China Merchants Property Management Co., Ltd. China Merchants Land means China Merchants Land Ltd. Hong Kong Ruijia means Eureka Investment Company Ltd. Full Space Investment Limited means Full-space Investment Limited Co., Ltd. Guangzhou China Merchants Property means China Merchants (Guangzhou) Property Development Co., Ltd. Risk indications In the Report of the Board of Directors herein, the Company gives detailed description of the risk factors that the Company may face and coping strategies thereof in the Section of "Director's Report" in the Report. Please pay attention to related content. 2 ZSDC 2014 Annual Report Section Two Company Profile I. Legal Chinese and English name of the Company and abbreviations: Chinese name in full: 招商局地产控股股份有限公司 Chinese name in short: 招商地产 English name in full: CHINA MERCHANTS PROPERTY DEVELOPMENT CO., LTD. English name in short: CMPD II. Legal representative: Sun Chengming III. Secretary to the Board of Directors: Liu Ning Representatives for Securities Affairs of the Company: Chen Jiang Contact address: Building 3, Nanhaiyiku, No. 6, Xinghua Road, Shekou, Nanshan District, Shenzhen City Post code: 518067 Tel: 0755-26819600 Fax: 0755-26818666 E-mail: [email protected] IV. Registered address of the Company: Building 3, Nanhaiyiku No. 6, Xinghua Road, Shekou, Nanshan District, Shenzhen City Office address of the Company: Building 3, Nanhaiyiku, No. 6, Xinghua Road, Shekou, Nanshan District, Shenzhen City Post code: 518067 Website: http://www.cmpd.cn E-mail: [email protected] V. Press to disclose information selected by the Company: China Securities Journal, Securities Times, Shanghai Securities News, Securities Daily and Hong Kong Commercial Daily Internet website to disclose information selected by CSRC:http://www.cninfo.com.cn Location to prepare and store annual report of the Company: secretariat of Board of Directors of the Company VI. Stock Listing Exchange of the Company: SZSE Secondary stock listing exchange of the Company: SGX Stock short name: ZSDC, ZSJB Stock code: 000024, 200024 3 ZSDC 2014 Annual Report VII. Change of registration 1. Date of initial registration: September 19, 1990 2. Place of initial registration: Shenzhen 3. Registered Number of Business License of the Corporate Legal Entity: 440301503287841 4. Registered number for taxation: SSDZ 440300618845136 5. Organization code: 61884513-6 6. Changes of main business and previous dominant stockholders since company’s listing The company’s predecessor is ―CHINA MERCHANTS SHEKOU PORT SERVICE CO., LTD.‖, mainly engaged in port business. On June 7, 1993, the Company’s A shares and B shares were traded on SSE. From 1998 to 1999, the Company changed its own port-related assets with equity of China Merchants (Shenzhen) Property, China Merchants (Shenzhen) Power Supply, etc. under Shekou Industrial Zone, holding 70% of respective accumulative equity transferred from above companies. On July 21, 2000, the Company changed its name to ―CHINA MERCHANTS SHEKOU HOLDINGS CO., LTD.‖ On July 13, 2001, the Company changed its own remaining port-related assets with 25% of equity of China Merchants (Shenzhen) Property, China Merchants (Shenzhen) Power Supply, etc. under Shekou Industrial Zone. On June 24, 2004, the Company changed its name to ―CHINA MERCHANTS PROPERTY DEVELOPMENT CO., LTD.‖, becoming a listed company mainly engaged in real estate development and management. Since the Company’s listing, the dominant stockholders did not change. VIII. Accounting Firm appointed by the Company Name: Shinewing Certified Public Accountants (Special Ordinary Partnership) Address: 8/F, Block A. Fu Hua Mansion, No.8, Chaoyangmen Beidajie, Dongcheng District, Beijing Signed CPA: Guo Jinlong Wang Yaming 4 ZSDC 2014 Annual Report Section Three Summary of Financial Data and Financial Index I. Main accounting data and financial index Unit: RMB Yuan Increase or decrease of current year 2013 against Main Accounting Data 2014 2012 previous year After After adjustment Before adjustment adjustment Operating incomes 43,385,058,201.09 32,567,813,857.52 32,567,813,857.52 33.21 % 25,296,762,154.46 Net profits attributable to the listed company 4,263,636,555.36 4,190,374,825.04 4,202,152,074.18 1.75 % 3,318,266,875.59 shareholders Net profit attributable to shareholders of listed company after deducting 4,416,726,428.34 3,911,400,979.51 3,923,178,228.65 12.92 % 3,347,473,177.02 non-recurring profits and losses Net cash flows from -6,447,055,480.12 495,923,554.51 495,923,554.51 -1400.01 % 5,098,777,753.73 operating activities Basic earning per share 1.66 1.63 2.45 1.75 % 1.29 (Yuan/share) Diluted earning per share 1.66 1.63 2.45 1.75 % 1.29 (Yuan/share) Decrease of 2 Rate of return of net assets 14.68 16.68 16.73 percentage 15.19 (%) points Increase or decrease compared End of 2013 with the end End of 2014 2012 of previous year After After adjustment Before adjustment adjustment Total assets 151,692,365,118.58 134,040,446,989.65 134,040,446,989.65 13.17 % 109,197,242,683.06 Net assets attributable to the 31,094,416,110.82 26,725,501,967.24 26,725,501,967.24 16.35 % 23,393,515,534.13 listed company shareholders 1. The Company restated the previous annual accounting data due to changes in accounting policies In this year, according to new requirements of accounting standard 2014, the Company has conducted retroactive
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