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One Core Business with Vertical Development Annual Report 2018 年報 Group Introduction 集團簡介

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One Core Business with Vertical Development Annual Report 2018 年報 Group Introduction 集團簡介 (Incorporated in the Cayman Islands with limited liability) 年報 （於開曼群島註冊成立之有限公司） HKEx Stock Code 香港聯交所上市編號：3883 Annual Report 2018 One Core Business with Vertical Development Annual Report 2018 年報 Group Introduction 集團簡介 China Aoyuan Group Limited (“Aoyuan” or the “Company”), together with its subsidiaries (the “Group”) was listed on the main board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 9 October 2007 (Stock Code: 3883), and is a member of Hang Seng Stock Connect Hong Kong Index and Hang Seng Stock Connect Big Bay Area Composite Index. As the pioneer of composite real estate in China, Aoyuan integrated related-themes into real estate development, with an aim to create harmonious and excellent living experience and cultural values for house owners. The Group focuses on Guangdong – Hong Kong – Macao Greater Bay Area, with a strategic layout in South China, East China, core region of Central and Western China and Bohai Rim. Aoyuan’s seven subgroups cover five business segments, including “property development, finance, cultural tourism, healthy life and cross border e-commerce”, and have established a business structure of “one core business with vertical development”. In the future, the Group will adhere to its brand philosophy of “Building a Healthy Lifestyle”, as well as its quality-oriented strategy. The Group is committed to provide customers with high-quality living environment and create a healthy and positive lifestyle, thus setting the trend towards healthy city living. 中國奧園集團股份有限公司（「奧園」或「本公司」）及其附屬公司（「本集團」）於二零零七年十月九 日在香港聯合交易所有限公司（「聯交所」）主板上市（股份代號：3883），為恒生港股通指數及恒 生滬深港通大灣區綜合指數成分股。作為中國首個複合地產的創造者、中國主題地產創新理念 的開拓者，奧園開創性地將房地產開發與關聯產業相結合，為業主創造和諧美好的生活體驗和 文化價值。 本集團聚焦粵港澳大灣區，佈局中國華南、華東、中西部核心區及環渤海，旗下七大二級集團 涵蓋「地產、金控、文旅、健康生活、跨境電商」五大業務板塊，形成了「一業為主、縱向發展」 的業務格局。 未來，本集團將秉持「構築健康生活」的品牌理念，以品質為導向，致力於為客戶提供高品質人 居環境和創造積極健康的生活方式，引領城市健康生活。 Content 目錄 3 Corporate Information 公司資料 6 Financial Highlights 財務摘要 8 Year in Review 年度大事回顧 10 2018 Honors and Awards 2018 年榮譽及獎項 12 Chairman’s Statement 主席報告 16 Management Discussion and Analysis 管理層討論與分析 30 Biographical Details of Directors 董事履歷詳情 38 Profile of Senior Management and Company Secretary 高級管理人員及公司秘書簡介 42 Land Bank 土地儲備 56 Major Projects 重點項目 69 Investor Relations 投資者關係 72 Corporate Governance Report 企業管治報告 92 Environmental, Social and Governance Report 環境、社會及管治報告 124 Report of the Directors 董事報告 145 Independent Auditor’s Report 獨立核數師報告 155 Consolidated Statement of Profit or Loss and Other Comprehensive Income 綜合損益及其他全面收益表 157 Consolidated Statement of Financial Position 綜合財務狀況表 160 Consolidated Statement of Changes in Equity 綜合權益變動表 163 Consolidated Statement of Cash Flows 綜合現金流量表 166 Notes to the Consolidated Financial Statements 綜合財務報表附註 447 Five Years Financial Summary 五年財務概要 448 Major Properties Held for Sale 主要持有待售物業 449 Investment Properties 投資物業 Corporate Information (continued) 公司資料（續） 2 China Aoyuan Group Limited Annual Report 2018 Corporate Information 公司資料 BOARD OF DIRECTORS 董事會 Executive Directors 執行董事 Mr. Guo Zi Wen (chairman) 郭梓文先生（主席） Mr. Guo Zi Ning (vice chairman and chief executive officer) 郭梓寧先生（副主席兼行政總裁） Ms. Zhong Ping (chief financial officer) 鍾平女士（首席財務官） Mr. Ma Jun (chief operating officer) 馬軍先生（營運總裁） Independent Non-Executive Directors 獨立非執行董事 Mr. Tsui King Fai 徐景輝先生 Mr. Cheung Kwok Keung 張國強先生 Mr. Hu Jiang 胡江先生 AUDIT COMMITTEE 審核委員會成員 Mr. Cheung Kwok Keung (chairman) 張國強先生（主席） Mr. Tsui King Fai 徐景輝先生 Mr. Hu Jiang 胡江先生 REMUNERATION COMMITTEE 薪酬委員會成員 Mr. Tsui King Fai (chairman) 徐景輝先生（主席） Mr. Cheung Kwok Keung 張國強先生 Mr. Hu Jiang 胡江先生 NOMINATION COMMITTEE 提名委員會成員 Mr. Guo Zi Wen (chairman) 郭梓文先生（主席） Mr. Tsui King Fai 徐景輝先生 Mr. Cheung Kwok Keung 張國強先生 Mr. Hu Jiang 胡江先生 JOINT COMPANY SECRETARIES 聯席公司秘書 Ms. Wong Mei Shan (appointed on 1 August 2018) 汪美珊女士（於二零一八年八月一日委任） Ms. Lee Mei Yi 李美儀女士 AUTHORISED REPRESENTATIVES 授權代表 Mr. Guo Zi Wen 郭梓文先生 Mr. Guo Zi Ning 郭梓寧先生 AUDITOR 核數師 Deloitte Touche Tohmatsu 德勤•關黃陳方會計師行 CORPORATE WEBSITE 公司網址 www.aoyuan.com.cn www.aoyuan.com.cn STOCK CODE 股份代號 3883.HK 3883.HK 中國奧園集團股份有限公司 二零一八年年報 3 Corporate Information (continued) 公司資料（續） PRINCIPAL BANKERS 主要往來銀行 Industrial and Commercial Bank of China Limited 中國工商銀行股份有限公司 Agricultural Bank of China Limited 中國農業銀行股份有限公司 Bank of China Limited 中國銀行股份有限公司 China Construction Bank Corporation 中國建設銀行股份有限公司 Bank of Communications Co., Ltd. 招商銀行股份有限公司 China Merchants Bank Co., Ltd. 交通銀行股份有限公司 Nanyang Commercial Bank Limited 南洋商業銀行有限公司 Hang Seng Bank Limited 恒生銀行有限公司 Ping An Bank Company Limited 平安銀行股份有限公司 China Bohai Bank 渤海銀行 China Minsheng Bank 中國民生銀行 HengFeng Bank 恒豐銀行 Guangzhou Rural Commercial Bank 廣州農商銀行 REGISTERED OFFICE 註冊辦事處 Cricket Square, Hutchins Drive Cricket Square, Hutchins Drive P.O. Box 2681 P.O. Box 2681 Grand Cayman Grand Cayman KY1-1111 KY1-1111 Cayman Islands Cayman Islands PRINCIPAL PLACE OF BUSINESS IN PRC 中國主要營業地點 Aoyuan Mansion 中國 No. 108, HuangPu Avenue West 廣州 Tianhe District, 天河區 Guangzhou 黃埔大道西108號 PRC 奧園大廈 PRINCIPAL PLACE OF BUSINESS 香港主要營業地點 IN HONG KONG Units 1901-2, 19th Floor, One Peking 香港 No. 1 Peking Road 九龍尖沙咀 Tsim Sha Tsui, Kowloon 北京道一號 Hong Kong 19樓1901-2室 PRINCIPAL SHARE REGISTRAR 股份過戶登記總處 AND TRANSFER OFFICE SMP Partners (Cayman) Limited SMP Partners (Cayman) Limited 3rd Floor, Royal Bank House 3rd Floor, Royal Bank House 24 Shedden Road, P.O. Box 1586 24 Shedden Road, P.O. Box 1586 Grand Cayman KY1-1110 Grand Cayman KY1-1110 Cayman Islands Cayman Islands HONG KONG BRANCH SHARE REGISTRAR 香港股份過戶登記分處 AND TRANSFER OFFICE Computershare Hong Kong Investor Services Limited 香港中央證券登記有限公司 17M Floor, Hopewell Centre 香港 183 Queen’s Road East 灣仔 Wanchai 皇后大道東183號 Hong Kong 合和中心17M樓 INVESTOR RELATIONS 投資者關係 Email: [email protected] 電郵： [email protected] Telephone: (852) 3622 2122 電話： (852) 3622 2122 (86) 20-3868 6666 (86) 20-3868 6666 Facsimile: (852) 2180 6189 傳真： (852) 2180 6189 (86) 20-3868 6688 (86) 20-3868 6688 4 China Aoyuan Group Limited Annual Report 2018 Corporate Information (continued) 公司資料（續） Guangzhou Aoyuan Lianfeng State 廣州奧園蓮峰聖境 實景圖 Actual image Xinhua Town, Yingde Aoyuan International Resort 奧園（英德）心花小鎮 實景圖 Actual image 中國奧園集團股份有限公司 二零一八年年報 5 Financial Highlights 財務摘要 Results Highlights 業績摘要 For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度 (RMB’000)（ 人民幣千元） 2018 2017 二零一八年 二零一七年 Revenue 營業額 31,005,834 19,115,255 Gross profit 毛利潤 9,634,151 5,111,477 Net profit 淨利潤 2,939,467 1,951,952 Core net profit 核心淨利潤 3,074,013 1,889,067 Earnings per share (cents) 每股盈利（分） – Basic －基本 89.91 61.35 – Diluted －攤薄 89.90 61.28 Revenue Analysis 營業額分析 For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度 (RMB’000)（ 人民幣千元） 2018 2017 二零一八年 二零一七年 Property development 物業發展 29,739,726 17,960,391 Property investment 物業投資 185,770 119,032 Others 其他 1,080,338 1,035,832 Total 合計 31,005,834 19,115,255 Property Development Revenue Analysis 物業發展收入分析 For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度 Sold and Delivered 已售及交付 Revenue Area 收入 面積 (RMB’ million) (’000 sq.m.) （人民幣百萬元） （千平方米） Residential apartments 住宅性公寓 18,459 2,574 Commercial apartments 商業性公寓 5,294 342 Retail shops and others 商鋪及其他 4,755 302 Low-density residential 低密度住宅 1,232 84 Total 合計 29,740 3,302 6 China Aoyuan Group Limited Annual Report 2018 Financial Highlights (continued) 財務摘要（續） Balance Sheet Summary 資產負債表摘要 For the year ended 31 December 2018 截至二零一八年十二月三十一日止年度 (RMB’000)（ 人民幣千元） 2018 2017 二零一八年 二零一七年 Total assets 資產總額 188,858,219 125,805,861 Total liabilities 負債總額 158,124,373 98,679,571 Total equity 權益總額 30,733,846 27,126,290 Three Years Financial Highlights 三年財務摘要 Revenue 營業額 Gross Profit 毛利潤 RMB million 人民幣百萬元 RMB million 人民幣百萬元 35,000 10,000 9,634 31,006 30,000 8,000 25,000 20,000 19,115 6,000 5,111 15,000 11,827 4,000 3,277 10,000 2,000 5,000 0 0 2016 2017 2018 2016 2017 2018 Net Profit 淨利潤 Core Net Profit 核心淨利潤 RMB million 人民幣百萬元 RMB million 人民幣百萬元 3,074 2,939 3,000 3,000 2,500 2,500 1,952 2,000 2,000 1,889 1,500 1,500 1,223 1,007 1,000 1,000 500 500 0 0 2016 2017 2018 2016 2017 2018 中國奧園集團股份有限公司 二零一八年年報 7 Year in Review 年度大事回顧 5月May January The Group successfully completed an issuance of 1月 US$200 million 7.50% senior notes due 2021. The Group successfully acquired a high-quality residential and commercial project, Qingdao Aoyuan 本集團成功發行2億美元於二零二一年到期7.50%優 Hallym Mansion, in Qingdao, Shandong. 先票據。 本集團成功收購山東青島優質商住項目 — 青島奧園 The Group signed a strategic cooperation framework 翰林名苑。 agreement with Henderson to further strengthen cooperation in the Guangdong-Hong Kong-Macao Greater Bay Area. 本集團與恒基正式簽訂戰略合作框架協議，深化粵港 澳大灣區多領域合作。 The Aoyuan Building sponsored by the Group was officially inaugurated in Jinan University. 本集團向暨南大學捐贈款項，暨南大學「奧園樓」正式 揭牌。 4月April Aoyuan and Henderson Land Group (“Henderson”) entered into a cooperation agreement for the nitrogen fertilizer plant urban redevelopment project in Panyu, Guangzhou. 奧園與恒基兆業地產集團（「恒基」）正式簽訂廣州番禺 氮肥廠城市更新項目合作協議。 6月June The Group successfully completed a further issuance of US$250 million 7.50% senior notes due 2021. 本集團成功增發2.5億美元於二零二一年到期7.50% 優先票據。 7月July The Group successfully completed a further issuance of US$175 million 6.35% senior notes due January 2020. 本集團成功增發1.75億美元二零二零年一月到期 6.35%優先票據。 8 China Aoyuan Group Limited Annual Report 2018 Year in Review (continued) 年度大事回顧（續） 7月July 9月September The Group successfully secured three tranches The Group’s first offshore of three-year offshore club loans of approximately luxury residential project, HK$3.2 billion from 8 commercial banks at a rate One30 Hyde Park Sydney, has of three-month Hong Kong Interbank Offered Rate successfully topped out. The (HIBOR) plus 3.95% per annum. Group became one of the few PRC developers to complete 本集團與八家商業銀行簽訂三輪總金額合共約32億港 construction in the offshore 元的三年期境外俱樂部貸款，年利率為三個月香港銀 markets. 行同業拆息(HIBOR)加3.95%。 本集團首個境外超高端住宅項 The Group successfully completed an issuance of 目悉尼海德公園130號榮耀封 頂，成為目前拓展境外市場的 three-year onshore private corporate bonds of RMB2.4 內房同行中少數達到竣工的開 billion, with a combined ratio of approximately 8.25%.
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