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年度報告2020 Annual Report (於開曼群島註冊成立的有限公司 Incorporated in the Cayman Islands with Limited Liability) 股份代號 STOCK CODE : 1589 ANNUAL REPORT 2020 開 啓 新 篇 章 START A NEW CHAPTER 年度報告 Corporate Information 2 Contents Financial Summary 4 Chairman’s Statement 5 Management Discussion and 24 Analysis Biographies of the Directors, 34 Senior Management and Secretary Directors’ Report 42 Corporate Governance Report 66 Environmental, Social and 80 Governance Report Independent Auditor’s Report 108 Consolidated Balance Sheet 114 Consolidated Statement of 116 Comprehensive Income Consolidated Statement of 118 Changes in Equity Consolidated Statement of 120 Cash Flows Notes to the Consolidated 122 Financial Statements Corporate Information BOARD OF DIRECTORS COMPANY SECRETARY Executive Directors Ms. So Ka Man Mr. Li Shifa (Chairman) Mr. Wu Guolin Ms. Li Huifang AUTHORIZED REPRESENTATIVES Mr. Cheuk Shun Wah Ms. Li Qing Ms. Shi Lianghua Ms. So Ka Man Mr. Xie Xiangdong Mr. Wu Guozhou LEGAL ADVISORS Non-executive Directors As to Hong Kong law: Ms. Li Qing Simpson Thacher & Bartlett Mr. Fu Bing 35/F, ICBC Tower 3 Garden Road Independent Non-executive Directors Central, Hong Kong Mr. Guo Jingbin Mr. Fung Ching Simon Mr. Wang Tianye As to PRC law: Mr. Leung Chi Ching Frederick Jingtian & Gongcheng Mr. Chen Yaomin 34/F, Tower 3, China Central Place 77 Jianguo Road AUDIT COMMITTEE Beijing 100025 Mr. Fung Ching Simon (Chairman) China Mr. Guo Jingbin Mr. Leung Chi Ching Frederick As to Cayman Islands law: REMUNERATION COMMITTEE Ogier Mr. Guo Jingbin (Chairman) Floor 11 Central Tower Mr. Li Shifa 28 Queen’s Road Central Ms. Li Qing Central Mr. Fung Ching Simon Hong Kong Mr. Wang Tianye NOMINATION COMMITTEE AUDITOR Mr. Li Shifa (Chairman) PricewaterhouseCoopers Ms. Li Qing Certified Public Accountants Mr. Guo Jingbin 22/F, Prince’s Building Mr. Wang Tianye Central Mr. Leung Chi Ching Frederick Hong Kong 2 China Logistics Property Holdings Co., Ltd Corporate Information COMPANY’S WEBSITE REGISTERED OFFICE IN www.cnlpholdings.com THE CAYMAN ISLANDS Harneys Fiduciary (Cayman) Limited STOCK CODE 4th Floor, Harbour Place 1589 103 South Church Street P.O. Box 10240 HEADQUARTERS AND Grand Cayman KY1-1002 Cayman Islands PRINCIPAL PLACE OF BUSINESS IN THE PRC No. 1899 Shenkun Road PRINCIPAL PLACE OF Minhang District BUSINESS IN HONG KONG Shanghai Unit 3213, Cosco Tower China (201106) 183 Queen’s Road Central Sheung Wan CAYMAN ISLANDS PRINCIPAL Hong Kong SHARE REGISTRAR AND PRINCIPAL BANKS TRANSFER AGENT Bank of Communications Co., Ltd. Harneys Fiduciary (Cayman) Limited China Merchants Bank Co., Ltd. 4th Floor, Harbour Place Deutsche Bank (China) Co., Ltd. 103 South Church Street Industrial and Commercial Bank of China Ltd. P.O. Box 10240 Shanghai Rural Commercial Bank Co., Ltd. Grand Cayman KY1-1002 Cayman Islands HONG KONG SHARE REGISTRAR Computershare Hong Kong Investor Services Limited Shops 1712–1716, 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong Annual Report 2020 3 Financial Summary CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the year ended 31 December 2020 2019 2018 2017 2016 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Restated) Revenue 798,637 712,506 582,280 403,900 270,861 Gross profit 618,257 546,725 433,927 275,652 181,980 Gross profit margin 77.4% 76.7% 74.5% 68.2% 67.2% Profit for the year(1) 66,620 349,245 553,552 885,800 720,478 Non-IFRSs items: Core net profit(2)(3) 510,374 454,519 297,048 162,623 107,168 Core net profit margin 63.9% 63.8% 51.0% 40.3% 39.6% CONSOLIDATED BALANCE SHEETS As of 31 December 2020 2019 2018 2017 2016 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Restated) (Restated) Assets Non-current assets 22,174,693 21,454,078 18,584,119 16,051,440 13,447,682 Current assets 1,610,162 1,507,682 3,000,546 2,290,332 2,093,001 Total assets 23,784,855 22,961,760 21,584,665 18,341,772 15,540,683 Equity and liabilities Total equity 11,584,892 11,739,179 11,413,889 9,325,754 8,479,092 Non-current liability 10,891,353 8,609,922 7,522,395 7,135,077 6,018,954 Current liabilities 1,308,610 2,612,659 2,648,381 1,880,941 1,042,637 Total liabilities 12,199,963 11,222,581 10,170,776 9,016,018 7,061,591 Total equity and liabilities 23,784,855 22,961,760 21,584,665 18,341,772 15,540,683 Net current assets/(liabilities) 301,552 (1,104,977) 352,165 409,391 1,050,364 Total assets less current liabilities 22,476,245 20,349,101 18,936,284 16,460,831 14,498,046 Notes: (1) A substantial portion of the Company’s profit for the year indicated comprised non-recurring fair value gains on investment properties and government grants. (2) This is not an IFRSs measure. The Group has presented this non-IFRSs item because the Group considers it an important supplemental measure of the Group’s operating performance and believes it is frequently used by analysts, investors and other interested parties in the evaluation of companies in the same industry. The Group’s management uses such non-IFRSs item as an additional measurement tool for purposes of business decision-making. Other companies in the same industry may calculate this non-IFRSs item differently than the Group does. (3) The Group defines its core net profit as its adjusted EBITDA, which consists of profit for the year, adding back our interest expense on borrowings, other losses, net exchange losses, income tax expense, amortization expense and depreciation charge, further adjusted to deduct our other income, fair value gains on investment properties — net, fair value losses on convertible bonds — net and other gains, interest income on bank deposits, net exchange gains and share of profit of investments accounted for using the equity method. 4 China Logistics Property Holdings Co., Ltd Chairman’s Statement Dear Shareholders, I am pleased to present to you the business review of China Logistics Property Holdings Co., Ltd (the “Company”) and its subsidiaries (the “Group”) for the year ended 31 December 2020 and our outlook for 2021. RESULTS In 2020, the Group recorded a revenue of RMB798.6 million, representing a year-on-year increase of 12.1% as compared with RMB712.5 million in 2019. The Group’s gross profit increased from RMB546.7 million in 2019 to RMB618.3 million in 2020, increasing by 13.1% year on year, while its gross profit margin increased from 76.7% in 2019 to 77.4% in 2020. The total assets of the Group increased from RMB22,961.8 million in 2019 to RMB23,784.9 million in 2020, representing a year- on-year increase of 3.6%. BUSINESS OVERVIEW As at 31 December 2020, the Company had 176 logistics facilities in operation in 37 logistics parks, located in logistics hubs in 19 provinces or centrally administered municipalities. The Group expanded its network of logistics facilities to cope with the growing demand for premium logistics facilities in China and was therefore able to grow its revenue by 12.1% from RMB712.5 million in 2019 to RMB798.6 million in 2020. The Group’s gross profit increased from RMB546.7 million in 2019 to RMB618.3 million in 2020. Annual Report 2020 5 Chairman’s Statement MAJOR OPERATING DATA OF THE GROUP’S LOGISTICS PARKS The following table sets forth the major operating data of the Group’s logistics parks in 2020: As at 31 December 2020 2019 Completed GFA: Stabilized logistics parks (million sq.m.)(1) 2.8 2.8 Pre-stabilized logistics parks (million sq.m.)(2)(3) 0.8 0.6 Total (million sq.m.) 3.6 3.4 Logistics parks under development or being repositioned (million sq.m.) 0.4 0.6 Land held for future development (million sq.m.) 0.4 0.6 Investments accounted for using equity method (million sq.m.) 0.6 0.3 Total GFA (million sq.m.) 5.0 4.9 Investment projects (million sq.m.)(4) 3.8 4.6 Occupancy rate for stabilized logistics parks (%)(1) 90.2 90.3 (1) Logistics facilities (i) that had been in operation for more than 12 months as at 31 December 2020 or 2019 (as the case may be) or (ii) reached an occupancy rate of 90%. (2) Logistics facilities (i) that had been completed and in operation for less than 12 months as at 31 December 2020 or 2019 (as the case may be) and (ii) reached an occupancy rate less than 90%. (3) After the completion of the construction or acquisition, various government infrastructure preparations and inspections are required before our logistics facilities can commence operations, such as roads, water supply, electricity cable and heating system. In certain cases, due to the surrounding government supporting facilities might still be in the making when the construction or acquisition is completed, the process can take longer than it previously did. To factor this in, the Company now categorizes logistics facilities that had been in operation for less than 12 months to be pre-stablized logistics facilities. (4) Logistics park projects for which investment agreements for the acquisition of land have been entered into but land grant contracts or formal acquisition agreements have not been entered into. On 29 June 2020, the Company and its certain subsidiaries which guarantee the payment of the Bonds (as defined below) pursuant to the relevant trust deed and the Bonds (the “Subsidiary Guarantors”) entered into a subscription agreement with BCC Leap Holdco, L.P.
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