Shanghai Industrial Urban Development Group Limited currently has 24 real estate projects in 12 major cities in China, namely Shanghai, Kunshan, Wuxi, Beijing, Sanhe, Shenyang, Tianjin, Xi’an, Chongqing, Changsha, Shenzhen and Zhuhai. Most of the projects are mid- to high-end residential projects and under construction at full steam, presenting the Group with a nearly 9 million-square- meter land bank an excellent foundation for long term development. From Mission to Value Creation Contents 2 Corporate Information 62 Corporate Governance Report 3 Financial Highlights 72 Independent Auditor’s Report 6 Chairman’s Statement 74 Consolidated Statement of Comprehensive Income 8 Chat with President 75 Consolidated Statement of Financial Position 14 Details of Properties 77 Consolidated Statement of Changes in Equity 16 Project Portfolio 79 Consolidated Statement of Cash Flows 32 Management Discussion and Analysis 81 Notes to the Consolidated Financial Statements 36 Environmental, Social and Governance Report 150 Financial Summary 42 Directors’ Report 151 Glossary of Terms 53 Biographical Details of Directors and Senior Management Corporate Information Directors Hong Kong Branch Share Registrar Executive Directors and Transfer Office Mr. Ni Jianda (Chairman) Tricor Secretaries Limited Mr. Ji Gang (Vice Chairman & President) 26th Floor, Tesbury Centre (appointed on 27 April 2012) 28 Queen’s Road East Mr. Zhou Jun Wanchai Mr. Yang Jianwei (appointed on 22 March 2013) Hong Kong Mr. Yang Biao Ms. Huang Fei (appointed on 22 March 2013) Legal Advisers Mr. Ye Weiqi (appointed on 22 March 2013) As to Hong Kong Law Ashurst Hong Kong Independent Non-Executive Directors As to Bermuda Law Mr. Doo Wai-Hoi, William, J.P. Conyers Dill & Pearman Dr. Wong Ying Ho, Kennedy, BBS, J.P. Mr. Fan Ren Da, Anthony Compliance Adviser Mr. Li Ka Fai, David Somerley Limited Authorized Representatives Registered Office Mr. Ni Jianda Clarendon House Mr. Chan Kin Chu, Harry 2 Church Street Hamilton HM11 Board Committees Bermuda • Audit Committee Mr. Li Ka Fai, David (Committee Chairman) Principal Place of Business Mr. Doo Wai-Hoi, William, J.P. in Hong Kong Dr. Wong Ying Ho, Kennedy, BBS, J.P. Suites 3003–3007 Mr. Fan Ren Da, Anthony 30th Floor, Great Eagle Centre 23 Harbour Road • Remuneration Committee Wanchai Mr. Doo Wai-Hoi, William, J.P. Hong Kong (Committee Chairman) Tel: (852) 2544 8000 Mr. Fan Ren Da, Anthony Fax: (852) 2544 8004 Mr. Ye Weiqi Website http://www.siud.com • Nomination Committee Dr. Wong Ying Ho, Kennedy, BBS, J.P. Principal Bankers (Committee Chairman) The Hongkong and Shanghai Banking Corporation Limited Mr. Fan Ren Da, Anthony China Development Bank Corporation Mr. Ni Jianda Shanghai Pudong Development Bank Company Limited China Construction Bank Corporation • Investment Appraisal Committee Agricultural Bank of China Limited (Committee Chairman) Mr. Fan Ren Da, Anthony Hua Xia Bank Company Limited Mr. Zhou Jun Mr. Ye Weiqi Auditors Deloitte Touche Tohmatsu Company Secretary 35/F., One Pacific Place Mr. Chan Kin Chu, Harry 88 Queensway Hong Kong Principal Share Registrar and Transfer Office Listing Information HSBC Securities Services (Bermuda) Limited The Stock Exchange of Hong Kong Limited 6 Front Street Ordinary Shares Hamilton HM11 (Stock Code: 563) Bermuda 2 Shanghai Industrial Urban Development Group Limited Financial Highlights For the year ended For the year ended 31 December 2012 31 December 2011 (Restated) Change % Financial Highlights (HK$’000) Revenue 8,782,561 4,433,476 98.1 Loss attributable to equity owners of the Company (190,166) (601,668) 68.4 Financial Information per share (HK cents) Loss – Basic (3.95) (12.5) 68.4 – Diluted (3.95) (12.5) 68.4 As at As at 31 December 2012 31 December 2011 (Restated) Pre-sale receipts from customers (HK$’000) 7,826,181 9,378,864 Financial Ratios Net debt to total equity (%) 50.2% 55.6% Current ratio 2.00 1.99 Note: Net debt = total borrowings (including bank and other borrowings, senior notes and convertible loan notes) less cash and cash equivalents and restricted and pledged bank deposits. Analysis on Accumulated Pre-Sale Debt Maturity Profile HK$ Receipts from Customers (billion) 11% HK$ $1.66 (million) 32% $4.85 3,976 4,000 3,500 3,000 19% $2.83 2,500 2,000 1,385 1,500 38% 956 $5.78 1,000 572 500 Less than one year 38% 225 203 143 101 100 165 From first year to second year 32% 0 From second year to fifth year 11% CBE Shanghai Urban Jingjie Laochengxing Yoooou.net Urban Top City Forest Sea Others International Jing City Cradle Yuan Development Peninsula International More than five year 19% Center Annual Report 2012 3 We are Building on Our Passion SIUD’s emphasis is on turning out projects of extraordinary quality instead of merely aiming for sales volume. We do not compromise be it on design, materials, construction engineering and even aftersales service, which is why some of our products are sold at a premium to market price. Artist’s Impression Chairman’s Statement In 2012, domestic and overseas economies were in conditions this year. This is because the government’s complicated predicaments buffeted by headwinds such as macroeconomic policies continued to be the most the EUROzone debt crises and US fiscal cliff, which led to important factor determining the cycle of the real estate a slowdown in the global economy and inevitably dragged market in China. In early March this year, the State the growth of the Chinese economy as well. As for the Council of China announced a new round of regulations real estate market in China, the Central Government has including imposing income taxes on property transactions maintained regulatory measures on the real estate industry, and tighter mortgage policies for borrowers with more which have presented property developers with difficult than one property. These policies are not expected to be challenges. Eventually the weaker enterprises were forced relaxed in the short term and uncertainties lie ahead in out in the new round of consolidation within the industry. the real estate industry. However, we believe, that due to ongoing urbanisation, the burgeoning average income of Having overcome the unfavourable climate troubling China’s people and the growing desire for better housing, the real estate sector in the first half of 2012, the property the demand for housing should keep rising. Therefore, market began warming up in the second half. In the first- the Group still has full confidence in the long-term and second-tier cities in the coastal regions, both property development of the real estate market. prices and sales volumes have moderately increased. This was attributable in part to the Central Government’s To cope with these challenges, the Group will further policy to cut the benchmark interest rates for deposits and integrate resources, optimise its internal management lending twice to increase liquidity in the market, which structure, enhance its corporate governance standard, added liquidity and growth impetus to the heretofore weak increase its transparency and facilitate communications real estate market. with investors with the aim of creating a solid operational and financing platform for the future development of the In the past year, the Group has designed its roadmap for Group. specific projects with the aim to promote sales, optimise asset portfolio, strengthen internal control and enhance At the same time, the Group will actively seek partners quality of staff so as to boost its overall operating efficiency or strategic investors for its major projects. It will, and competitiveness. Last year, the Group accelerated through restructuring its assets, bringing in capital and sales, delivery of property and progress of divesting existing professional expertise, to create synergies and boost the low-margin projects inherited from Neo-China Land. The value of its projects. In addition, the Group will accelerate effectiveness of such measures has been reflected in the development of new projects and the subsequent sales 2012 results, which have shown improvement in revenue, and delivery of properties. It will also seize new market general and administrative expenses, financing costs opportunities to acquire quality land resources in the and losses, and has helped lay a solid foundation for our Yangtze River Delta region and prosperous cities in coastal gradual, orderly development in the long run. regions so as to lay a strong foundation for its development in the future. Focus on core strengths After taking over Neo-China Land, the Group has focused Ride the wind and crest the waves its development mainly on the Yangtze River Delta There is an old saying from the famous Chinese Poet region and prosperous cities elsewhere in coastal areas. Transcendent Li Bai, “The time will come for me to ride At the same time, the Group has pursued large scale the wind and crest the wave to cross the sea（長風破浪會 development for greater effectiveness. By leveraging the 有時，直掛雲帆濟滄海！）.” With the real estate industry capital strength of its parent SIHL and the quality brand confronting headwinds coinciding with the Group’s of its subsidiary SUD in the property development sector, decision to restructure its business, the true value of the the Group is devoted to further expanding its business Group has not been fully reflected. Nevertheless, I firmly in the targeted regions. We are confident that our gross believe that SIUD is on course to realise its growth potential margin will be improved in that development direction and, with the strong support of its parent company, it will and through a more effective allocation of our resources develop into a leader within China’s real estate industry in to projects with higher profitability. Favoured by sound the near future. economic fundamentals, the Yangtze River Delta region and prosperous cities in coastal regions as well as cities Throughout the development course of the Group, it is elsewhere, like Xi’an, have high growth potential and crucial to have the wholehearted devotion of its staff.