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A Trusted Brand Growing Through Diligence and Care

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A Trusted Brand Growing Through Diligence and Care Stock code: 00688 China Overseas Land & Investment Ltd. A Trusted Brand Growing Through Diligence And Care Annual Report 2010 China Overseas Land & Investment Ltd. Annual Report 2010 10/F, Three Pacifi c Place, 1 Queen's Road East, Hong Kong Tel: 2823 7888 Fax: 2865 5939 www.coli.com.hk xxxxx A TRUSTED BRAND GROWING THROUGH DILIGENCE AND CARE 02 Contents Board of Directors, Honourable 02 Investor Relations 74 Chairman and Committees Corporate Governance Report 75 Corporate and Shareholders’ Information 03 Financial Information 84 Corporate Structure 04 Group Financial Summary 85 Financial Highlights 05 Report of Directors 87 Chairman’s Statement 06 Connected, Continuing Connected and 97 Management Discussion and Analysis 16 Related Party Transactions Overall Performance for Year 2010 18 Independent Auditor’s Report 115 Land Reserves 20 Consolidated Income Statement 116 Property Development 24 Consolidated Statement of 117 Property Investment 44 Comprehensive Income Property-Related Business 46 Consolidated Statement of Financial Position 118 Customer Service and Relationships 48 Company Statement of Financial Position 120 Group Finance 50 Consolidated Statement of Changes in Equity 121 Directors and Organization 54 Consolidated Statement of Cash Flows 122 Corporate Citizenship 66 Notes to the Financial Statements 124 Accolades & Awards 2010 72 Five Year Financial Summary 231 Major Properties and Property Interests 233 03 Board of Directors, Honourable Chairman and Committees Chairman Audit Committee Kong Qingping Li Kwok Po, David* Lam Kwong Siu Wong Ying Ho, Kennedy Honourable Chairman Fan Hsu Lai Tai, Rita Sun Wen Jie# Remuneration Committee Executive Directors Wong Ying Ho, Kennedy* Hao Jian Min Hao Jian Min Vice Chairman and Li Kwok Po, David Chief Executive Officer Lam Kwong Siu Xiao Xiao Vice Chairman Fan Hsu Lai Tai, Rita Chen Bin Dong Daping Nip Yun Wing Nomination Committee Luo Liang Lin Xiaofeng Fan Hsu Lai Tai, Rita* Kong Qingping Dong Daping Non-Executive Director Li Kwok Po, David Lam Kwong Siu Wu Jianbin Vice Chairman Wong Ying Ho, Kennedy # not a director of the Company Independent Non-Executive Directors * Committee Chairman Li Kwok Po, David Lam Kwong Siu Wong Ying Ho, Kennedy Fan Hsu Lai Tai, Rita Authorized Representatives Kong Qingping Hao Jian Min Xiao Xiao (Alternate authorized representative to Hao Jian Min) Nip Yun Wing (Alternate authorized representative to Kong Qingping) 02 China Overseas Land & Investment Limited Corporate and Shareholders’ Information Corporate Information Shareholders’ Information Registered Office Share Listing 10/F., Three Pacific Place The Company’s shares and bonds are listed on The Stock 1 Queen’s Road East, Hong Kong Exchange of Hong Kong Limited (“SEHK”). Telephone : (852) 2823 7888 Facsimile : (852) 2865 5939 Stock Code Website : www.coli.com.hk Shares Company Secretary SEHK : 00688 Bloomberg : 688:HK Keith Cheung, Solicitor Reuters : 0688.HK Bond Registrar Note 1 Note 2 Tricor Standard Limited SEHK : China OVS N1207 China OVS N2011 26/F., Tesbury Centre Code : 2521 Code : 4503 28 Queen’s Road East, Hong Kong Bloomberg : EF0142101 EI4567265 Telephone : (852) 2980 1333 Reuters : XS0220459035 XS0508012092 Facsimile : (852) 2810 8185 Note 1: US$300,000,000 5.75 per cent. Guaranteed Notes due 2012 E-mail : [email protected] Note 2: US$1,000,000,000 5.50 per cent. Guaranteed Notes due 2020 Legal Advisor Investor Relations & Public Relations JSM For any enquiries, please contact: Mr. Yang Hai Song, Corporate Communications Department Auditors Telephone : (852) 2823 7978 Facsimile : (852) 2529 9211 Deloitte Touche Tohmatsu E-mail : [email protected] Certified Public Accountants Financial Calendar Principal Bankers (In Alphabetical Order) Interim results announcement : 11 August 2010 Interim dividend paid : 5 October 2010 Agricultural Bank of China Limited Final results announcement : 17 March 2011 Bank of China Limited Share register closed 26 May 2011 to Bank of China (Hong Kong) Limited 27 May 2011 Bank of Communications Co., Ltd. Hong Kong Branch (both days inclusive) The Bank of East Asia, Limited Annual general meeting : 27 May 2011 China Construction Bank Corporation Final dividend payable : 15 June 2011 China Merchants Bank Co., Ltd. CITIC Bank International Limited DBS Bank Ltd., Hong Kong Branch Hang Seng Bank Limited The Hongkong and Shanghai Banking Corporation Limited Industrial and Commercial Bank of China Limited Industrial and Commercial Bank of China (Asia) Limited Annual Report 2010 03 Corporate Structure Property Development* Mainland China, Hong Kong and Macau Property Management Construction Design Mainland China, Hong Kong Mainland China, Hong Kong and and Macau Macau Property Investment Mainland China, Hong Kong and Macau * Property development in 23 major cities in mainland China, (Beijing, Shenzhen, Nanjing, Changchun, Xi’an, Suzhou, Chengdu, Foshan, Zhongshan, Shanghai, Guangzhou, Ningbo, Chongqing, Hangzhou, Zhuhai, Tianjin, Dalian, Shenyang, Qingdao, Jinan, Hohhot#, Guilin#, Yinchuan# ), as well as in Hong Kong and Macau. # The cities where COGO has operations, it also has projects in Beijing and Guangzhou. 04 China Overseas Land & Investment Limited Financial Highlights For the year ended 31 December 2010 2009 Change (%) Financial Highlights (HK$ billion) Turnover 44.31 37.32 +19 Profit attributable to equity holders of the Company 12.37 7.47 +66 Sales of properties 67.11 47.79 +40 Financial Ratios Net debt to shareholders’ funds (%) 23 22 +1* Interest cover (times) 18 16 +2** Dividend payout (%) 18 22 -4* Financial Information per Share (HK$) Earnings 1.51 0.92 +64 Dividends 0.27 0.20 +35 — Interim dividend 0.10 0.07 +43 — Final dividend 0.17 0.13 +31 Equity attributable to equity holders 6.70 5.15 +30 Land Reserves (million sq m) Development land bank 35.85 30.55 +17 Notes: * Change in percentage points ** Change in number of times Earnings and Dividends per Share Shareholder’s Fund per Share 6.70 HK cents HK$ 151.4 180 7 150 6 5.15 120 5 91.6 4.23 90 4 64.8 3.39 60 56.9 27 3 35.5 2.21 30 20 2 10 12 13 0 1 06 07 08 09 10FY 06 07 08 09 10FY Earnings Dividends Annual Report 2010 05 Chairman’s Statement Chairman’s Statement The Group has sustained a strong performance for eight consecutive years amid the global financial crisis and effects of Chinese government policies. The Group’s sound operational and financial management helped it to weather the downturn in 2008, to capture opportunities in 2009 and to ride out a volatile 2010 by recording net profit attributable to shareholders of HK$12.37 billion (10.76 billion yuan). The Group has the capability to maintain rapid growth in 2011. China Overseas Property is a leading brand name in the mainland China property sector. Through diligence and care, the Group has achieved to deepen and broaden the recognition of this trusted brand name. Brand building will further consolidate the Group’s competitiveness and help to boost its operating scale and profit. Kong Qingping Chairman Chairman’s Statement (continued) I have pleasure to report to the shareholders that: The audited net profi t attributable to shareholders for the year ended 31 December 2010 increased by 65.7% to HK$12.37 billion. Basic earnings per share were HK151.4 cents, an increase of 65.3%. Total shareholders’ funds increased by 30.0% to HK$54.73 billion. Net assets per share were HK$6.70, an increase of 30.0% on 2009, and average return on shareholders’ funds reached 25.6%. The Board recommends the payment of a fi nal dividend of HK17 cents per share for year 2010. Business Review In 2010, global economic conditions remained complicated and fast changing. Major developed countries were confronted with various challenges and responded with a range of economic stimulus measures. In November, the United States government announced the launch of the second round of quantitative easing measures (QE2). In emerging markets, economic development was good but governments had to adjust their fiscal and monetary policies to combat problems caused by the influx of short-term speculative funds generated by the developed world’s stimulus measures, particularly to prevent local economic overheating and to control potential risks associated with asset bubbles and inflation. Through interest hikes and a series of increases in the deposit reserve ratio, China has effectively controlled liquidity and investment sentiment in the market, providing the conditions for steady and relatively fast economic growth. Led by the high GDP growth rate of 10.3% in China, economic development in both Hong Kong and Macau was strong in 2010. Following the strong rebound in 2009, the China property market continued to perform well in the first quarter of 2010. The consolidation of property prices at a high level as well as the sharp rise in land prices somewhat affected harmony in the community leading to the launch of stricter tightening measures towards the property sector in April and September 2010, including restrictions on purchases and mortgages in some cities. The China property market was inevitably affected to some extent. But due to a combination of strong economic growth and strong rigid demand, the property market still performed well overall in 2010. The Group achieved a substantial jump in its sales and profit in 2010. Turnover increased by about 18.7% to HK$44.31 billion, and consolidated net profit increased by 66.6% to HK$12.67 billion (11.02 billion yuan). The net profit attributable to shareholders increased by 65.7% to HK$12.37 billion (10.76 billion yuan). The Group recorded net profits of about HK$1.47 billion from three transactions: the disposal of certain interests in 3 projects to a real estate fund; the disposal of the Nanjing Yangtze River II Bridge; and the acquisition of control of China Overseas Grand Oceans Group Limited (formerly known as Shell Electric Mfg.
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