CONTENTS Corporate Information 2 Company Profile 3 Chairman’s Statement 4–5 Management Discussion and Analysis 6–25 Directors and Senior Management 26–32 Report of the Directors 33–45 Corporate Governance Report 46–57 Environmental, Social and Governance Report 58–79 Independent Auditor’s Report 80–85 Consolidated Income Statement 86 Consolidated Statement of Comprehensive Income 87 Consolidated Statement of Financial Position 88–89 Consolidated Statement of Changes in Equity 90–91 Consolidated Statement of Cash Flows 92–93 Notes to the Consolidated Financial Statements 94–199 Five-year Financial Summary 200 CORPORATE INFORMATION BOARD OF DIRECTORS PRINCIPAL BANKERS Non-executive Directors The Hongkong and Shanghai Banking Corporation Limited Shum Tin Ching (Chairman) Hang Seng Bank Limited Shen Xiaodong CMB Wing Lung Bank Limited Executive Directors Nanyang Commercial Bank Zhang Yi (Vice Chairman and President) Chong Hing Bank Limited Huang Fuqing (Vice Chairman) Industrial and Commercial Bank of China Limited Cheuk Hiu Nam Banco Tai Fung Wang Jianfeng Independent non-executive Directors REGISTERED OFFICE Tai Kwok Leung, Alexander Cricket Square, Hutchins Drive Cheung Wai Bun, Charles, JP PO Box 2681, Grand Cayman Gu Yunchang KY1-1111, Cayman Islands AUDIT COMMITTEE HEADQUARTERS Tai Kwok Leung, Alexander (Chairman) Room 1403, 9 Queen’s Road Central Cheung Wai Bun, Charles, JP Hong Kong Gu Yunchang REMUNERATION COMMITTEE PRINCIPAL PLACE OF BUSINESS IN THE PRC Cheung Wai Bun, Charles, JP (Chairman) No. 59, Gu Jia Ying Road Tai Kwok Leung, Alexander Xuanwu District Cheuk Hiu Nam Nanjing NOMINATION COMMITTEE China Shum Tin Ching (Chairman) Cheung Wai Bun, Charles, JP PRINCIPAL SHARE REGISTRAR Gu Yunchang Conyers Trust Company (Cayman) Limited JOINT COMPANY SECRETARIES* Cricket Square, Hutchins Drive Cheuk Hiu Nam PO Box 2681, Grand Cayman Lau Yee Wa (appointed w.e.f. 10 June 2019) KY1-1111, Cayman Islands AUTHORISED REPRESENTATIVES* BRANCH SHARE REGISTRAR IN HONG KONG Cheuk Hiu Nam Tricor Investor Services Limited Lau Yee Wa (appointed w.e.f. 10 June 2019) Level 54, Hopewell Centre AUDITOR 183 Queen’s Road East PricewaterhouseCoopers Hong Kong Certified Public Accountants Registered Public Interest Entity Auditor WEBSITE LEGAL ADVISERS www.jiayuanintl.com As to Hong Kong law: Mayer Brown STOCK CODE 2768 As to PRC law: Jingtian & Gongcheng As to Cayman Islands law: Conyers Dill & Pearman * Ms. Wong Tak Yee resigned as one of the joint company secretaries and an authorised representative of the Company with effect from 10 June 2019. 2 JIAYUAN INTERNATIONAL GROUP LIMITED ANNUAL REPORT 2019 COMPANY PROFILE ABOUT JIAYUAN Jiayuan International Group Limited (the “Company” and together with its subsidiaries, collectively as the “Group”) (Stock Code: 2768) is an established property developer of large-scale residential complexes and commercial complexes in the People’s Republic of China (“PRC”). As at 31 December 2019, the total land bank of the Group was approximately 14 million sq.m.. With over 20 years of experience in property development, the Group develops property projects through comprehensive planning, meticulous quality control, sophisticated operating systems and experienced professional teams to meet the needs of different regions and strengthen the “Jiayuan” brand. As of 31 December 2019, the Group has a portfolio of 63 property projects in China. Ever since its establishment, the Group has had a deep presence in the property project development in Jiangsu region. Since 2016, the Group has taken the lead in entering Guangdong-Hong Kong-Macao Greater Bay Area, and has successively obtained a number of quality projects in Shenzhen, Jiangmen and Macau. In 2018, it established a joint venture company in Hong Kong to formally enter the Hong Kong real estate market. Also, the Group purchased the quality properties of Shanghai from Mr. Shum Tin Ching (“Mr. Shum”), Chairman, non-executive Director and ultimate controlling shareholder of the Company, thus enhancing its brand influence in the Yangtze River Delta Region. In addition, the Group also succeeded in expanding its business coverage to key provincial capital cities, including Guiyang and Urumqi. The Group also ventured into countries and regions along the “Belt and Road” initiative, such as acquiring fine land parcels in Cambodia. In addition, the Group acquired a property management business, for which property management services of the Group was established in Zhejiang and gradually developed, extending to 20 provinces and municipalities throughout the PRC including Shanghai, Jiangsu, Anhui, Hainan, Chongqing, Beijing etc. In the third quarter of 2019, the Group acquired various projects located in major cities of Anhui Province from Mr. Shum, signifying a new level in the Group’s international development. The Group’s residential and commercial complexes in cities with sizeable economies and populations have been or will be developed into mixed-use community centres. The Group strives to infuse the following key values into the developments: (i) Education value: The Group believes that education is of paramount importance to customers as parents. Therefore, the Group focuses on selecting locations with relatively mature school nets. In addition, the Group has participated in the construction of five schools in its developed property projects, aiming at building an excellent school net; (ii) Leisure value: It is the Group’s general practice to spare a large portion of its site area for the construction of classical landmarks, European or Japanese theme parks and plazas, aiming at enhancing the visual attraction of properties and bringing leisure enjoyment to its customers; and (iii) Commercial value: The residential properties under the Group also include retail stores and shopping malls, providing a “one-stop” shopping experience to its customers and taking care of the daily needs of residents and citizens nearby. ANNUAL REPORT 2019 JIAYUAN INTERNATIONAL GROUP LIMITED 3 CHAIRMAN’S STATEMENT Dear Shareholders, In addition, by adopting a strategy of active expansion and prudent investment during the year 2019, the Group In 2019, against the backdrop of generally tight real estate continued to develop on a larger scale. In the second half of policies in the PRC, both stringent and relaxed regulations 2019, the Group successfully completed the acquisition of were implemented with a major keynote of city-specific the property development projects in Anhui Province from policies. The national real estate market maintained a stable Mr. Shum, and further acquired new land banks in Jiangsu and progressive trend. With respect to commodity housing, Province and other regions. The Group also expanded its sales area maintained at a high level and sales amount business footprint and influence in Anhui Province. Besides, reached another record high. the Group has business strategies of further expanding into Southeast Asia along the “Belt and Road” regions, laying a In response to the fast-changing market environment, sound foundation for overseas development in the future. the Group proactively carried out a series of internal So far, the Group has formed a development layout in the reforms to increase sales and optimize our capital and debt Yangtze River Delta Economic Rim, the Guangdong-Hong structure. The Group continued to deliver an encouraging Kong-Macao Greater Bay Area, the countries and regions performance in terms of various operating indicators in along the “Belt and Road” initiative, signifying our progress 2019, which exemplified our strategic efforts of focusing towards “growing bigger and stronger”. on regional layout to achieve improvement and expansion. Contracted sales and average property selling price of the Group amounted to approximately RMB28.9 billion and RMB11,804 per square meter (“sq.m.”) in 2019 respectively, representing a year-on-year increase of 43% and 5% respectively whereas contracted sales area reached 2,445,666 sq.m. in 2019, representing a year-on-year increase of 37%. 4 JIAYUAN INTERNATIONAL GROUP LIMITED ANNUAL REPORT 2019 CHAIRMAN’S STATEMENT PROSPECTS Greater Bay Area, the countries and regions along the “Belt Approaching 2020, objectively speaking, the outbreak of and Road” regions, the Group will further raise its own Novel Coronavirus (“COVID-19”) led to a temporary slump management standard in an effort to achieve high quality in sales in the real estate market. Nevertheless, with the development, thereby offering customers quality products containment and cure of the COVID-19 in the future, the which can satisfy their aspirations for a quality life and Group believes that the temporarily sluggish market will constantly creating benefits for its shareholders. release its effective power with anticipation that it would fuel a boom in the real estate market. City-specific policies and two-way control policies will remain the long-term policy keynote for the Chinese real estate market given that the goal of government control Jiayuan International Group Limited is to facilitate the sound development of the real estate Chairman market. The Group will continue to abide by its sound and Shum Tin Ching stable development strategies, and adhere to its strategic goal of “growing bigger and stronger”. Capturing the Hong Kong present trends and devoted to developing the Yangtze River 9 March 2020 Delta Economic Rim, the Guangdong-Hong Kong-Macao ANNUAL REPORT 2019 JIAYUAN INTERNATIONAL GROUP LIMITED 5 MANAGEMENT DISCUSSION AND ANALYSIS 6 JIAYUAN