Annual Report
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合 縱 連 橫 China New Town Development Company Limited 中國新城鎮發展有限公司 Hong Kong Stock Code: 1278 推 進 新 型 城 鎮 化 建 設 Singapore Stock Code: D4N.si 穩 中 致 勝 2015 Annual Report CORPORATE PROFILE Overview China New Town Development Company Limited (Stock code: D4N.si or 1278.hk) (the “Company” or “CNTD”) is dual-listed on the main board of The Singapore Exchange Securities Trading Limited (“SGX”) and The Stock Exchange of Hong Kong Limited (“HKEx”) since 14 November 2007 and 22 October 2010 respectively. In March 2014, China Development Bank International Holdings Limited (“CDBIH”), a wholly-owned subsidiary of China Development Bank Capital Corporation Limited (“CDBC” or “CDB Capital”) completed its subscription of CNTD’s 54.3% shares. China Development Bank Corporation (“CDB”) is one of the biggest policy Banks in China and has been continuously supporting the urbanization construction in China since its establishment. CDB Capital, as a wholly owned subsidiary of CDB, has a national network layout in the business segment of new town development business. To this point, the Company has officially become the one and only listed platform of CDB and CDB Capital in the business segment of new urbanization. In the future, we will leverage the advantage of controlling shareholder’s resources and experience, and integrate the opportunities arising from the new urbanization policy actively promoted by China, to build a national leading brand as a comprehensive new-town-developing operator. We are a pioneer in China’s new-type of urbanization. We have established industry leadership through over ten years of solid track record since 2002, and are among the very first players to engage to primary land development. Through the process of continuous development and open up of new-type of urbanization, the Company is gradually reforming, exploring and planning the blueprint of urbanization, while shaping development concepts and strategies. Going on with the basis to follow the guidelines of national policy, we will take charge of urban layout planning with focus on creating new-type cities and towns featuring “city-industry integration”. By constructing high-quality facilities, introducing superior brands, exploiting downstream developments and cultivating the long-term value of urbanization in the industry, we aim at building a sustainable level of profitability over the long run. Currently, CNTD has projects including Nanjing Yuhuatai District Two Bridges Project, Yangzhou Airport New Town, Danyang Xinmeng River Project, Shanghai Luodian and Shenyang Lixiang. Among them, Shanghai Luodian and Shenyang Lixiang, with a remaining salable areas of 859mu and 17,760mu respectively, are the inventory projects before the acquisition, in which we share part of the interest in the proceeds from the sale of land use right. For the Nanjing, Yangzhou and Danyang projects, through direct equity participation, PPP model, setting up special funds and other methods, we are entitled to a generous annualized fixed income according to the investment amount and receive credit enhancements on our investments such as including the returns into the local government’s annual fiscal budget. What’s more, the Group entered the Nanjing and Yangzhou projects with an investment model featuring steady and measurable fixed income, to further identify and select opportunities in the value-added section of the downstream value chain in the process of urbanization development, through participating in areas including industry introduction, secondary land development and smart-city operation to boost follow-up investment opportunities for excessive returns, as well as to implement “city-industry integration” in the true sense aiming at creating a leading new brand in the field of new-type of urbanization. Under the background of the national policy which supports new urbanization, we have confidence to realize the steady upgrade of the Company’s scale of assets and operating results by fully integrating the resource advantage of controlling shareholders and the rich experience of project teams. GOAL Our Goal is to be the best new town developer in China achieving long-term sustainable growth whilst we continue to strive for short to medium term profitability in order to deliver the greatest value to our shareholders. MISSION Our Mission is to build a conscience corporation embracing the value of social ethics, environment and people. CONTENTS 1 2 Our Business 3 Project List 6 Our Strengths & Strategies 7 Corporate Information 8 Chairman’s Statement 10 CEO Statement 15 Five-Year Financial Summary 16 Financial Review 20 Profiles of Directors and Senior Management 25 Group Structure 26 Corporate Governance Report 42 Report of the Directors 51 Independent Auditors’ Report Audited Financial Statements 52 Consolidated Statement of Profit or Loss and Other Comprehensive Income 53 Consolidated Statement of Financial Position 55 Consolidated Statement of Changes in Equity 56 Consolidated Statement of Cash Flows 58 Notes to Financial Statements 131 Analysis of Shareholdings CHINA NEW TOWN DEVELOPMENT COMPANY LIMITED • ANNUAL REPOrt 2015 2 OUR BUSINESS OUR BUSINESS Introduction We started to enter the new town development industry since 2002, so far has accumulated more than 13 years’ experiences in the operation of development. In the previous project development, we accumulated a complete operational experience in the industry chain of new town development, including preliminary planning, land consolidation and supporting construction of infrastructure facilities, achieve a value appreciation for the resources introduced in the region, and so on. Upon becoming a subsidiary of CDB Capital, we will make good use of these operating experience, together with the national resources advantage of controlling shareholder, to actively make an optimization of project operation mode, identified the business mode of “primary land development+downstream operation development”, rapidly expanded the business scale, to achieve a good scale effect and build brand advantage. Based on the primary land development, we actively focus on the value-added service processes, such as design of regional planning, resource introduction, city operation and management, and etc., in the new urbanization business chain, taking the lead to engage in the investment of quality land resources with an investment model featuring steady and measurable fixed income and leveraging the opportunities for intensive cooperation with local governments as well as the strong background and business networks of shareholders in jointly promoting a variety of business opportunities in areas including industrial parks, cultural tourism, primary and secondary synergies, equity investment and asset management. At the same time, in accordance with the Company’s development plans, we will optimize the investment and financing structure to cope with the Company’s business development funding needs with the hope of bringing lucrative return to shareholders. Taking Nanjing two bridges project as an example, the cooperative period with the government is five years and the capital contribution is RMB490 million. During the cooperative period, we are entitled to an annual 17.1% investment income on the capital contribution (about 12.8% after-tax). In September 2015, the Company successfully reached an agreement with Jiangsu Hong-tu Software Venture Capital Investment Ltd., a company controlled by Shenzhen Capital Group Co., Ltd. (SCGC), on cooperation in the development of land parcel A5 of Software Valley in Nanjing’s Yuhuatai District, which is a full reflection of the advanced “industrial investment + park development” model under which the rich industrial resources of China Development Bank Corporation (CDB) and SCGC will be introduced on top of Software Valley ‘s quality industrial land resources to form a complete industry chain so that land value will be enhanced and accordingly the Group will obtain added value and investment return on property development, hence achieving long-term town planning and urban operations and a win-win sustainable future. At the end of 2015, the Company’s investment in the “low-risk and high-return” fixed income projects amounted to approximately RMB1.4 billion, showing signs of gaining scale as well as laying the foundation for a fixed income of nearly RMB200 million in the coming year. In addition, the Group is active in financing exploration and innovation, drawing credit support from the parent company for overseas low-cost bond issuance and financing on one hand and establishing partnerships with bank funds for higher investment return on high leverage on the other hand. Fully supported by the resource advantages of CDB and China Development Bank Capital, going forward we will intensively explore urban development investment opportunities along the downstream industry chain and, combining with low-cost financing channels, integrate a wide range of resources and optimize investments and structures to promote sustained growth in the Company’s assets and results. CHINA NEW TOWN DEVELOPMENT COMPANY LIMITED • ANNUAL REPOrt 2015 PROJECT LIST 3 LAND DEVELOPMENT PROJECTS Nanjing Yuhua New Town • Total site area of 21.4 sq. km. • Two Bridge Area (from Tiexin Bridge to Xishan Bridge) is located in the center of Yuhuatai District, the Software Valley, which will become the CBD of the district in the future. It undertakes an important responsibility for connecting the integrated development in the southern part of Nanjing