Annual Report 2006 Annual Report 2006 年報
Total Page:16
File Type:pdf, Size:1020Kb
GREENTOWN CHINA HOLDINGSLIMITED CHINA GREENTOWN GREENTOWN GREENTOWN 綠城中國控股有限公司 * 年報 Annual Report 2006 ReportAnnual 2006 年報 2006 * 僅供識別 * For identification purpose only Contents Corporate Information 02 Corporate Profile 04 Financial Highlights 05 Corporate Structure 06 Year in Review 07 Chairman’s Statement 09 CEO’s Review 10 Management Discussion and Analysis 14 Directors and Senior Management 26 Corporate Governance Report 31 Report of the Directors 38 Report of the Auditors 46 Consolidated Income Statement 48 Consolidated Balance Sheet 49 Consolidated Statement of Changes in Equity 51 Consolidated Cash Flow Statement 52 Notes to the Consolidated Financial Statements 54 Corporate Information Directors Nomination Committee Executive Directors Mr. SZE Tsai Ping, Michael Mr. SONG Weiping (Chairman) Mr. TSUI Yiu Wa, Alec Mr. SHOU Bainian (Executive Vice-Chairman) Mr. SHOU Bainian Mr. CHEN Shunhua Mr. TANG Shiding Mr. GUO Jiafeng Independent Non-Executive Directors Cayman Islands Principal Mr. JIA Shenghua Share Registrar Mr. JIANG Wei Mr. SZE Tsai Ping, Michael Butterfield Fund Services (Cayman) Limited Mr. TSUI Yiu Wa, Alec Butterfield House, 68 Fort Street Mr. TANG Shiding P.O. Box 705, George Town Grand Cayman, Cayman Islands British West Indies Company Secretary Mr. LAM Kam Tong Hong Kong Branch Registrar Computershare Hong Kong Investor Services Limited Qualified Accountant Shops 1712–1716, 17th Floor Hopewell Centre Mr. LAM Kam Tong 183 Queen’s Road East Wanchai, Hong Kong Authorized Representatives Auditors Mr. SHOU Bainian Mr. LAM Kam Tong Deloitte Touche Tohmatsu Audit Committee Legal Advisors to Our Company Mr. TSUI Yiu Wa, Alec as to Hong Kong law and U.S. law: Mr. SZE Tsai Ping, Michael Herbert Smith Mr. JIA Shenghua Mr. TANG Shiding as to PRC law: Mr. JIANG Wei Zhejiang T&C Law Firm as to Cayman Islands law and Remuneration Committee British Virgin Islands law: Maples and Calder Mr. JIA Shenghua Mr. SZE Tsai Ping, Michael Mr. CHEN Shunhua 02 Greentown China Holdings Limited Annual Report 2006 Corporate Information Compliance Advisor Platinum Securities Company Limited Principal Bankers Standard Chartered Bank (Hong Kong) Limited Bank of China Limited Industrial and Commercial Bank of China Limited Agricultural Bank of China China Construction Bank Bank of Communications Shanghai Pudong Development Bank 03 Corporate Profile Greentown China Holdings Limited (“Greentown” or “the Company”, together with its subsidiaries (“the Group”)), is one of the leading property developers in China, it primarily develops quality residential properties mainly targeting middle to high income residents in Mainland China. While the Group has historically focused its property development operations in Hangzhou and other cities within Zhejiang Province, it has over twelve years’ development and becoming a national player in the residential property market with significant operations in Shanghai, Beijing and other strategically selected cities across the country, including Qingdao in Shandong Province, Nanjing in Jiangsu Province, Hefei in Anhui Province, Changsha in Hunan Province and Urumqi in Xinjiang Uygur Autonomous Region. The Company totally owns over 12 million sq.m. GFA of premium land bank. From 2004 to 2006, our “Greentown” brand was ranked for three consecutive years one of the 10 most valuable property brands in China jointly by three institutions, they are Enterprise Research Institute of the Department Research Center of the State Council, Qinghua University Real Estate Research Center and China Index Institute. 04 Greentown China Holdings Limited Annual Report 2006 Financial Highlights (RMB million) Change 2006 2005 Operation results Turnover +152% 6,400 2,535 Gross profit +200% 2,689 895 Gross profit margin +7% 42% 35% Operating profit +260% 2,544 706 Operating profit margin +12% 40% 28% Taxation +581% 851 125 Profit attributable to shareholders +104% 1,269 623 Net profit margin* -3% 20% 23% Financial position Total assets +42% 17,839 12,582 Total debt +51% 7,372 4,879 Cash and cash equivalents +278% 3,249 859 Information per share (RMB) Earnings per share – basic and diluted +76% 1.09 0.62 Dividend per share (HKD) —% 0.36 — * Including minority interest Profit Attributable to Shareholders Gross Profit & Margin (RMB million) (RMB million) (%) 3,500 42% 45 1,600 1,503* 35% 40 3,000 2,689 1,400 32% 35 2,500 1,200 30 1,000 2,000 25 800 623 1,500 20 600 454 15 1,000 882 895 400 10 200 500 5 0 0 0 2004 2005 2006 2004 2005 2006 * Prior to the accounting adjustment relating Gross margin Gross profit to the convertible bonds issued by the Company 05 Corporate Structure The following chart shows our simplified corporate structure as of 31 December 2006(1). Song Shou Xia Yibo Weiping Bainian 100% 100% 100% Delta House Profitwise Wisearn Limited Limited Limited Public (BVI) (BVI) (BVI) Shareholders 37.2% 28.5%5.1% 29.2% Our Company(2) (Cayman Islands) 100% Richwise Holdings Limited(2) (BVI) 100%100% 100%95% 100% 100% 100% Shanghai Hangzhou Greentown Lvyu Real Zestrich Jiuxi Property Green Sea Hua Yick Real Estate 5% 4 Estate Investment Services International Investments Group subsidiaries(2) Development (2) Company Limited(2) Limited(2) Limited Co., Ltd(3) Co., Ltd.(3) Limited(3)(4) (BVI) (BVI) (BVI) (BVI) (PRC) (PRC) (PRC) 100% 80% Taizhou Qingdao Greentown Greentown 32 5 Real Estate Land subsidiaries(3) subsidiaries(3) Company Company (PRC) (PRC) Limited(3) Limited(3) (PRC) (PRC) Notes: (1) After 31 December 2006, certain amounts of the Convertible Bonds issued by the Company were converted into Shares. For further details please refer to note 26 of the consolidated financial statments. (2) Engaged in investment holding business. (3) Principally engaged in real estate development business. (4) We reorganized Hangzhou Jiuxi in August 2006. As a result of such reorganization, Hangzhou Jiuxi transferred its remaining property developments to a newly-established company, Hangzhou Rose Garden Property Services Company Limited. As the property developments undertaken by Hangzhou Jiuxi have either been completed or transferred, we have commenced the voluntary liquidation of Hangzhou Jiuxi, which is expected to be completed by the end of April 2007. 06 Greentown China Holdings Limited Annual Report 2006 Year in Review Milestones of our corporate development in 2006 Month Events January The Company successfully issued five-year convertible bonds in the sum of USD130,000,000 and placed shares in the sum of USD20,000,000 to JPMorgan and Stark Investment July Shares of the Company were successfully listed on the main board of The Stock Exchange of Hong Kong Limited (“The Stock Exchange”) and the Company raised USD367,000,000 August We entered into a strategic cooperation agreement with China Gezhouba Group, to jointly develop the real estate market of China September We concluded the strategic cooperation framework agreement with Xizi Elevator Group Limited, about 1.52 million sq.m. of site areas under Xizi Elevator Group are developed and managed by the jointly established company November The Company issued seven-year high yield notes in the sum of USD400,000,000 December We jointly announced the strategic cooperation framework agreement with Warburg Pincus to establish long-term cooperation and focus on the development of, and investment in, the real estate market of China 07 Year in Review Major Awards 2004-2006 One of the top 10 most valuable property brands in China Beijing Yuyuan Beijing Baihe Apartment National Harmonized Regional Landmark Community Awards in 2006 Property of 2006 Hefei Guihua Garden Changsha Guihua City 2006 Landmark residential Best Property project in China in Changsha in 2006 Tao Hua Yuan Qingzhu Garden Best Property in Hangzhou Best Quality Villa in in 2006 Changsha in 2006 08 Greentown China Holdings Limited Annual Report 2006 06 (E) GT (AR) Review 8 4/14/07, 3:59 AM Chairman’s Statement “We will deliver more exquisite property projects with wider variety for customer selection, and aspire to deliver superior service and product quality as testimony to our leadership and investment values.” Dear Shareholders, Greentown was officially incorporated in January 1995. In the past twelve years, we have acquired the competencies to run an enterprise efficiently and effectively, and have developed our own set of values in property development. We uphold “sincerity, goodwill, exquisiteness and perfection” as our core values and regard them as an indispensable and integral part of our corporate culture. Building upon our in-depth understanding of this culture, we have set Greentown on the road of success to pursue sustainable growth. The Company was listed on The Stock Exchange on 13 July 2006. Prior to listing, we had established extensive contact and communication with international investors. We realized during the process of interaction with investors that the corporate culture we advocated or the core values that we adhered to have much in common with that of many well established and successful enterprises. These observations have strengthened our faith and determination to pursue growth on this path to success. Upon successful listing, Greentown emerged from a privately run company to an international public enterprise. This has opened up an advantageous operating environment and a broader platform for us to perform even better and deliver products of higher qualities. Not only do we consider our shareholders as investors, but we also see them as our partners, and we are take prides to see that such partnership is highly recognized by every employee. Greentown’s primary objectives are to offer a platform for employees to excel, create value appreciation for customers, develop a better living environment for our city, and generate wealth for society. We believe corporations should shoulder the social responsibility and fulfill its commitment to bringing returns to business partners and investors. Going forward, as a listed company, we are given an additional mission – to reward shareholders with greater returns through hard work and diligence.