ANNUAL REPORT 2013 Vision The Group aspires to be a leading Chinese property developer with a renowned brand backed by cultural substance. Mission The Group is driven by a corporate spirit and fine tradition that attaches importance to dedication, honesty and integrity. Its development strategy advocates professionalism, market-orientation and internationalism. It also strives to enhance the architectural quality and commercial value of the properties by instilling cultural substance into its property projects. Ultimately, it aims to build a pleasant living environment for its clients and create satisfactory returns to its shareholders. CONTENTS 2 Corporate Information 6 Chairman’s Statement 14 Management Discussion and Analysis 46 Corporate Governance Report 58 Directors’ Profile 60 Directors’ Report 65 Independent Auditor’s Report 67 Consolidated Income Statement 68 Consolidated Statement of Comprehensive Income 69 Consolidated Statement of Financial Position 71 Statement of Financial Position 72 Consolidated Statement of Changes in Equity 73 Consolidated Statement of Cash Flows 76 Notes to the Consolidated Financial Statements 182 Financial Summary 183 Summary of Properties Held for Investment Purposes 187 Summary of Properties Held for Development 194 Summary of Properties Held for Sale 2 CORPORATE INFORMATION Board of Directors Legal Advisor Ashurst Hong Kong Executive directors CHEN Hong Sheng WANG Xu Auditor XUE Ming (Chairman and Managing Director) PKF ZHANG Wan Shun YE Li Wen Principal Bankers Non-executive director China CITIC Bank International Limited IP Chun Chung, Robert Malayan Banking Berhad Agricultural Bank of China Limited Bank of China Limited Independent non-executive directors China Construction Bank Corporation YAO Kang, J . P. (Resigned on 15th May, 2013) Industrial and Commercial Bank of China Limited CHOY Shu Kwan Bank of Communications Co., Ltd. Hang Seng Bank Limited LEUNG Sau Fan, Sylvia WONG Ka Lun Share Registrar and Transfer Office Audit Committee Computershare Hong Kong Investor Services Limited Shops 1712-1716 YAO Kang, J . P. 17th Floor, Hopewell Centre 183 Queen’s Road East (Chairman, resigned on 15th May, 2013) Hong Kong LEUNG Sau Fan, Sylvia (Chairlady, appointed on 15th May, 2013) IP Chun Chung, Robert Registered Office CHOY Shu Kwan Room 2503, Admiralty Centre, Tower 1 WONG Ka Lun 18 Harcourt Road Hong Kong Remuneration Committee Company Website YAO Kang, J . P. www.polyhongkong.com.hk (Chairman, resigned on 15th May,2013) www.irasia.com/listco/hk/polyhk WONG Ka Lun (Chairman, appointed on 15th May, 2013) Financial Calendar CHOY Shu Kwan LEUNG Sau Fan, Sylvia 2013 Results Announcement Date: 21st March, 2014 WANG Xu XUE Ming Proposed 2013 Final Dividend: HK$0.223 Per Share Book Closure Period: From 11th June, 2014 to 13th June, 2014 Company Secretary (both dates inclusive) POON Man Man (Appointed on 9th April, 2013) Payment Date of 2013 Final Dividend: 27th June, 2014 Poly Property Group Co., Limited | Annual Report 2013 4 Shanghai Songjiang 1 Sijing Project YANGTZE RIVER DELTA REGION Shanghai Songjiang 1 Sijing Project Shanghai Songjiang Sijing Project is located in Shanghai Songjiang Suzhou Sijing area. It is only 150 metres 3 away from the Sijing station of 1 Shanghai Metro Line 9. The project has a total Deqing 2 4 Ningbo site area of approximately 80,000 square metres and a gross floor area of approximately 250,000 square metres. It is planned to be developed into an integrated community featuring commercial and residential establishments. Poly Property Group Co., Limited | Annual Report 2013 5 2 Deqing Poly Origin 3 Suzhou Poly West Bank Villa 4 Ningbo Poly City Poly Property Group Co., Limited | Annual Report 2013 6 CHAIRMAN'S STATEMENT Turnover Corporate Background Results of 2013 HK$28.6 billion The Group is the offshore listed property development flagship of “China Poly Group”, Profit for the year one of the large-scale state-owned enterprises under the supervision of the State-owned Assets HK$3.2 billion Supervision and Administration Commission (“SASAC”). The principal business of China Poly A final dividend of HK 22.3 cents Group includes trading, real estate, cultural and per share has been proposed art, natural resources and civil explosives. It is by the Board of Directors named by SASAC as one of the key state-owned real estate developers and was rated as Class A HK 22.3 cents in 2012 annual performance evaluation of state- owned enterprises announced by SASAC. China Poly Group was also ranked in the top 30 in each given benchmark and was on top batch of 115 state-owned enterprises as measured by asset size. CHAIRMAN'S STATEMENT 7 Poly Property Group Co., Limited | Annual Report 2013 8 CHAIRMAN'S STATEMENT Business Review The recovery trend of the real estate market was sustained in 2013, following the rebound in the second half of 2012, but sales of commodity properties showed significant disparity in different regions and cities across China. In terms of policies, the Central Government maintained macro-control as stable overall. However, local governments implemented divergent concrete regulations, reflecting a preliminary disparity of the property market. By carefully analyzing market conditions and capitalizing on market opportunities, the Group achieved a steady increase in sales and maintained stable debt structures throughout the period. The Group's cash flow constantly improved and its professional and scientific management approach was continuously enhanced. Overall, the Group's operations improved steadily and operational plans were well enacted. The Group continued to maintain its property sales growth momentum throughout the period, with a total of 51 new and ongoing projects for sale. Contracted sales reached approximately RMB26.7 billion, in line with the Group's full-year sales target of RMB26 billion set at the beginning of the year, and representing a year-on-year growth of approximately 14%. The contracted area sold amounted to 2.50 million square metres, which is comparable to 2012. Consistently focusing on property sales and sticking to the market as its orientation, the Group proactively adapted its strategy to accommodate market demand, prioritizing the development of small-and-medium-sized ordinary residential housing that catered to genuine demand. During the period, 85% of the Group's contracted sales came from residential housing, among which 84% were small-and-medium-sized homes, both of which continued to increase when compared to 2012. The Group also focused on control of the key phases of the development to ensure the timely supply for capturing sales opportunities. The Group also asserted innovative marketing models, rolling out "Quality of Life in Poly" as its brand theme for 2013, in order to boost sales through experience-based marketing. While improving product quality and residential comfort, the Group was determined to providing a number of high-quality property management services to meet the diverse needs of its customers, thereby enhancing the soft power, price value and competitiveness of its projects on the whole. During the period, the Group maintained a relatively prudent approach as the land market began to recover, and determined the scale of its land acquisitions according to the level of sales in order to keep a stable land bank. 12 projects were acquired at reasonable prices through listing, acquisition or auction in the cities the Group tapped into. Among the 10 controlling projects acquired with a total gross floor area of approximately 4 million square metres (approximately 2.52 million square metres attributable to the Group), five projects were located in the Yangtze River Delta and the Pearl River Delta regions; four projects were located in other regions and one project was located in Southwestern region. The two JV projects acquired were situated in Guangzhou and Nanning respectively. Through the effective replenishment of new projects, the Group achieved a more balanced and rational land bank in all regions. Almost all newly-acquired projects are intended to be mass residentials with commercial facilities, in line with the Group's growth strategies and in favor of a more flexible arrangement of capitals. Poly Property Group Co., Limited | Annual Report 2013 CHAIRMAN'S STATEMENT 9 The Group took a more proactive and flexible approach to management of capital during the period, to maintain a stable and smooth cash flow. The Group adhered to the management philosophy of setting expenditure in accordance with income, with cash flow management as the core principle. On one hand, by focusing on marketing and sales, the Group continued to accelerate sales and cash collections, strengthened process control on the projects under construction and put more capital to safeguard profitable projects and those to be recognized during the period. On the other hand, the Group was keen to capture potential opportunities and thus proactively expanded its financing channels. During the period, US$500 million worth of five-year bonds were successfully issued for the first time, receiving enthusiastic subscription. Through enhanced cooperation with banks to increase bank facilities, the Group achieved its objective of dynamic capital management and optimized its financial structures. During the period, the Group's net gearing ratio was further reduced, from 94% as at the end of 2012 to approximately 90%, with cash and cash equivalents amounting to approximately HK$15.5 billion as at the end of the year, in line with 2012 levels. Operating cash inflow and outflow remained balanced, which put the Group in a more favourable position to respond more rapidly to potential changes of the operating environment in the future. During the period, the Group further improved its control system. The Group focused on its business processes as well as standardization and systematization by consistently strengthening standardized construction and continuously promoting information-based construction and emphasized talent evaluation and trainings. All of these activities provided strong support towards the operation and development of the Group. Looking back at 2013, the Group's operations remained stable overall.