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Management Roadshow Presentation May 2012 Disclaimer (Stock Code: 832) www.centralchina.com Management Roadshow Presentation May 2012 Disclaimer This document has been prepared by Central China Real Estate Limited (the "Company") solely for use at this presentation held in connection with the announcement of the company’s financial results and is subject to change without notice. The information contained in this presentation has not been independently verified. No representation or warranty, express or implied, is made and no reliance should be placed on the accuracy, fairness or completeness of the information presented. The Company, its affiliates, or any of their directors, officers, employees, advisers and representatives accept no liability whatsoever for any losses arising from any information contained in this presentation or otherwise arising in connection with this document. This presentation does not constitute or form part of, and should not be construed as, an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction, and no part of this presentation shall form the basis of or be relied upon in connection with any contract or commitment. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. No public offering of any securities is to be made by the Company in the United States. Specifically, this presentation does not constitute a “ prospectus " within the meaning of the U.S. Securities Act of 1933, as amended. By accepting this document, you agree to maintain absolute confidentiality regarding the information contained herein. The information herein is given to you solely for your own use and information, and no part of this document may be copied or reproduced, or redistributed or passed on, directly or indirectly, to any other person (whether within or outside your organization/firm) in any manner or published, in whole or in part, for any purpose. The distribution of this document may be restricted by law, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. This presentation contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical fact are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, some of which are beyond the Company’s control, that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You should not reply upon forward-looking statements as predictions of future events. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Disclaimer 2 Agenda Overview 4 Financial Highlights 7 Business Operations 16 Development and Sales Plans 23 Land Bank 30 Market Review and Outlook 32 Appendix 39 Agenda 3 Overview Operational Achievements Contracted sales increased by 48% to RMB8.1 billion, over achieved 2011 sales target by 11% Market share increased in Henan from 3.3% to 3.7%* Total contracted GFA sold increased by 18% to 1.3 million sq.m., ranked 26 th in China** Strengthen financial position and increased equity base with the completed right issue in June 2011 with net proceeds of HK$718 million Diversified project equity risk through joint venture partnership with the Bridge Trust raising RMB808 million onshore for project equity financing Acquired 3.2 million sq.m. of new land bank, with total GFA for development of 13.8 million sq.m. of land bank as at 31 December 2011, a y-o-y net increase of 17% Source:*Company data, ** CRIC Overview 4 Overview Full Year Results Total recognized sales increased by 47% to RMB6.6 billion Recognized GFA delivery increased by 3.2% to 1.06 million sq.m. Recognized ASP increased by 45.7% to RMB6,228 per sq.m. SG&A expenses as a percentage of turnover decline from 8.4% in 2010 to 6.6% in 2011 EBITDA increased by 57% to RMB2,196 million Gross profit increased by 67% to RMB2,574 million Net profit for the year increased by 28% to RMB743 million Net profit attributable to equity shareholders up 23% to RMB668 million Propose a final dividend of HKD10 cents per share, based on a 30% payout ratio Source: Company data Overview 5 Agenda Overview 4 Financial Highlights 7 Business Operations 16 Development and Sales Plans 23 Land Bank 30 Market Review and Outlook 32 Appendix 39 Agenda 6 Financial Highlights Year ended 31 December 2011 2010 Change Revenue (RMB mn) 6,638 4,516 47.0% Gross profit (RMB mn) 2,574 1,546 66.5% Gross profit margin 38.8% 34.2% 4.6pt EBITDA (RMB mn) 2,196 1,402 56.6% EBITDA margin 33.1% 31.0% 2.1pt Income tax (RMB mn) 1,074 515 108.5% Net profit (RMB mn) 743 580 28.1% Net profit attributable to equity shareholders (RMB mn) 668 544 22.6% Net profit margin 11.2% 12.8% -1.6pt Basic earnings per share (RMBcents)* 29.77 26.57 12.0% Diluted earnings per share (RMB cents)* 29.77 25.59 16.3% Full-year dividend per share (HKD cents) 10.0 9.7 3% * Earnings per share for 2010 is adjusted for the right issue in 2011 Financial Highlights Source: Company data 7 Financial Highlights (Cont’d) Gross Profit Net Profit RMB mn RMB mn Gross Profit Margin Net Profit Margin Percentage Percentage Source: Company data Financial Highlights 8 Cash flow Highlights – Better than Budgeted Management adopted a prudent and strategic approach by conserving cash in a tight market cycle High cash realization ratio, lower land acquisition and construction expenditure than budgeted in 2011 Cash flow neutral and strengthen balance sheet FY2011 FY2011 (RMB mn) (Budget) (Actual) Cash on hand as at 31December 2010 3,907 3,907 Contract sales receipts 6,998 6,473 Amount obtained from JCEs & other working capital movement (inflow) 1,385 1,408 Rights issue 596 Bridge trust II 808 Land acquisition budget 4,725 3,555 Construction costs payment 5,020 3,449 Finance costs 616 554 Selling and general administrative expenses 526 462 Sales tax 461 422 Income tax (LAT and CIT) 826 680 Dividend 165 163 Cash on hand as at 31December 2011 2,641 3,908 Source: Company data Financial Highlights 9 Balance Sheet Highlights – Healthy As at 31 December (RMB mn) 2011 2010 Change Cash 3,256 3,370 -3.4% Cash plus restricted deposit 3,908 3,907 0% Total assets 19,478 15,433 26.2% Total debt 5,379 5,015 7.3% Short-term debt* 2,905 1,592 82.5% Net current assets* 2,981 3,584 -16.8% Total capitalization 10,421 8,787 18.6% Total shareholders’ equity 5,041 3,772 33.7% * Adjustment for senior note amount RMB1.849bn not a current liability as waiver consent achieved on 17th March 2012 Source: Company data Financial Highlights 10 Key Financial Ratios As at 31 December 2011 2010 Asset Turnover 38% 35% Return on equity 14.7% 15.4% Return on assets 3.8% 3.8% Net debt to equity ratio (with restricted cash) 29.2% 29.4% Net debt to equity ratio (without restricted cash) 42.1% 43.6% Total debt/total capitalization 51.7% 57.0% Total liabilities/total assets 74% 76% Current ratio (times)* 1.25x 1.44x Cash/short-term debt* 135% 245% EBITDA/interest 4.4x 4.3x Total Debt/EBITDA 2.4x 3.6x * Adjustment for senior note amount RMB1.849bn not a current liability as waiver consent achieved in 17 th March 2012 Source: Company data Financial Highlights 11 Debt Profile - Diversified Funding Source * Debt Maturity* *Source: Company data as at 31 st December 2011 Diversified and balance funding sources with 53% onshore debt and 47% offshore debt Average funding cost of 9.7% as at 31 December 2011 Within short-term debt maturity RMB558mn of Bridge Trust loans will be converted into equity through debt to equity swap into CCRE’s projects Short-term debt maturity includes provision for the “put option” redemption for convertible bond Note: Offshore bank loan has been repaid as at 1st March 2012 Financial Highlights 12 Financial Covenants – Compliant Key financial covenants are compliant as at 31 st December 2011 S&P maintains CCRE’s BB- / stable outlook corporate rating Moody’s maintains CCRE’s Ba3 / stable outlook corporate rating Key Indicators as at 31 st December 2011 Checklist Credit Agencies EBITDA / Interest Cover > 3 times OK Total Debt / Total Capitalization < 55% OK High Yield Bond F.C.C.R > 3 times OK Convertible Bond Net Debt / Equity < 75% OK EBITDA / Interest Cover > 3 times OK Note: Offshore bank loan covenants no longer applicable as at 1st March 2012 as it has been repaid Financial Highlights 13 Indenture Covenants Breached – Fixed What were the key covenant breaches? Restricted payment covenant temporarily exceeded the basket amount Covenant on affiliate transactions, failure to deliver board resolution and fairness opinion to the trustee Has past breaches been remedied? Yes, the covenant breaches in the past were remedied in March 2012 Bondholders have given support with waiver consent acceptances of 94% How to prevent such breaches occurring again? Company established new compliance team to improve compliance monitoring Develop new working framework to prevent and identify future potential breaches Engaged special U.S.
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