T R IMITED L S G L REPO OLDIN H A 2012 ANNU 2012 GREENTOWN CHINA GREENTOWN (incorporated in the Cayman Islands with limited liability) (Stock Code: 03900) in the Cayman Islands with limited liability) (Stock Code: (incorporated GREENTOWN CHINA HOLDINGS LIMITED 2012 ANNUAL REPORT Welcome to your home of Greentown. Walk into a world of luxury and style. Transform your dreams into reality here. From the minute you set foot on the majestic doorway that leads into the elegant hallway, you will be embraced by the luxury and grace of a bygone era. Traditional style combined with contemporary detailing gives the place a personal touch with a flair of splendour. Each unit is tastefully designed for home lovers who have an eye for quality and beauty. Nestled in breath-taking landscaped gardens, these homes allow you to experience the magical powers of nature in your own private setting. Join the Greentown family and live the dream of many others today. Find your home with Greentown and enjoy the luxury of life with peace of mind. Contents Corporate Profile 2 Biographical Details of Directors and Senior Management 52 Corporate Information 4 Corporate Governance Report 62 Financial Highlights 6 Investor Relations 72 Chairman’s Statement 8 Report of the Directors 80 CEO’s Report 10 Independent Auditor’s Report 101 Property Portfolio 16 Consolidated Financial Statements 103 Management Discussion and Analysis 34 Definition 216 Corporate Profile Greentown China Holdings Limited is one quality properties. Having continuously of the leading property developers in the improved and enriched its product mix, People’s Republic of China. It commands Greentown now offers widely-received a leading position in the industry by high quality housing types such as villa, leveraging on its quality properties. From flat mansion, low-rise apartment, high- 2005 to 2012, we have been ranked for rise apartment, urban complex, integrated eight consecutive years as one of the TOP community and commercial property. 10 property enterprises in China jointly by four authoritative institutions, namely On 8 June 2012, Wharf agreed to become Enterprise Research Institute of the a strategic shareholder of Greentown. Development Research Center of the State The aggregate investment by Wharf Council, China Real Estate Association, amounted to HK$5.1 billion (equivalent to Qinghua University Real Estate Research approximately RMB4.16 billion), including Center and China Index Institute. the subscription of approximately 490 million placing shares, representing 24.6% In the 2012 China’s Urban Resident of the enlarged total share capital of the Satisfaction Survey, the Group ranked first Company, and the subscription of PSCS. in the outstanding enterprises rankings in terms of Resident Satisfaction. The Group In addition, Greentown entered into also ranked first in aspects of “Property- an agreement with Sunac on 22 June Owner Loyalty”, “Corporate Image”, “Plan 2012, pursuant to which a joint venture, and Design”, “Project Quality”, “Property Shanghai Sunac Greentown Real Estate Services” and “Sales Services” indices. Development Co., Ltd. (上海融創綠城 房地產開發有限公司), was established, Since its establishment 18 years ago, in which 50% equity interest is held by the Group has been based in Zhejiang Greentown and 50% is held by Sunac. Province, one of the most economically vibrant provinces in the PRC. With property The establishment of strategic partnership projects covering most of the economically with two powerful real estate developers prosperous cities in Zhejiang Province such from the PRC and Hong Kong clearly as Hangzhou, Ningbo, Wenzhou, Taizhou, indicates that Greentown’s products and Shaoxing and other cities on the list of the development ability are endorsed by Top 100 national most competitive county- professionals in the property industry, level cities in Zhejiang Province, the Group and their confidence in the Company’s has a sizable operation scale and enjoys prospect. high reputation. Since the commencement On 31 December 2012, the premier land of the Group’s national expansion strategy bank of the Greentown Group comprised a in 2000, the Group has successfully total GFA of over 41 million sqm, ensuring set foot in other major cities located in Greentown Group’s sustainable and Yangtze River Delta, including Shanghai, steady development in the next five years. Nanjing, Suzhou, Wuxi and Nantong and Leveraging on its quality human resources major cities in Bohai Rim Economic Belt, and effective corporate management including Beijing, Tianjin, Qingdao, Jinan structure, Greentown has established and Dalian and other provincial cities, such a strong presence in all cities where it as Hefei in Anhui Province, Zhengzhou operates. The Group’s experience in in Henan Province, Changsha in Hunan developing numerous high-quality projects Province, and Urumqi in Xinjiang, which and outstanding operational capabilities enabled the operating results to grow have provided a strong momentum for its continuously and established an excellent further expansion. brand image in various cities. Greentown focuses on the development of superior- Greentown China Holdings Limited Annual Report 2012 002 Hangzhou Sincere Garden 003 Greentown China Holdings Limited Annual Report 2012 Corporate Information Board of Directors Independent Non-Executive Directors Nomination Committee Mr JIA Shenghua Executive Directors Mr SZE Tsai Ping, Michael (Chairman) Mr JIANG Wei Mr SONG Weiping (Chairman) Mr SHOU Bainian Mr KE Huanzhang Mr SHOU Bainian Mr TSUI Yiu Cheung Mr SZE Tsai Ping, Michael (Executive Vice Chairman) Mr TANG Shiding Mr TANG Shiding Mr LUO Zhaoming (Vice Chairman) Mr HUI Wan Fai Mr HUI Wan Fai Mr GUO Jiafeng Mr CAO Zhounan Remuneration Committee Audit Committee Mr JIA Shenghua (Chairman) Mr SZE Tsai Ping, Michael (Chairman) Non-Executive Director Mr SHOU Bainian Mr TSUI Yiu Cheung Mr NG Tin Hoi, Stephen Mr NG Tin Hoi, Stephen Mr JIA Shenghua Mr TSUI Yiu Cheung Mr SZE Tsai Ping, Michael Mr JIANG Wei Mr TANG Shiding Mr HUI Wan Fai Note: The following changes have been effected during the year ended 31 December 2012: (i) Mr HUI Wan Fai was appointed as an independent non-executive director of the Company, a member of the Audit Committee and Nomination Committee with effect from 1 April 2012. (ii) Mr NG Tin Hoi, Stephen was appointed as a non-executive director of the Company with effect from 15 June 2012. (iii) Mr NG Tin Hoi, Stephen was appointed as a member of the Remuneration Committee with effect from 16 July 2012. (iv) Mr TSUI Yiu Cheung was appointed as a non-executive director of the Company, a member of the Audit Committee and Nomination Committee with effect from 2 August 2012. Greentown China Holdings Limited Annual Report 2012 004 Corporate Information Registered Office Company Secretary Investor Relations M&C Corporate Services Limited Mr FUNG Ching, Simon Email: [email protected] PO Box 309, Ugland House Tel: (852) 2523 3137 South Church Street Authorized Representatives Fax: (852) 2523 6608 George Town Mr SHOU Bainian Grand Cayman, KY1-1104 Mr FUNG Ching, Simon Stock Code Cayman Islands HKEx: 03900 Principal Bankers Hong Kong Branch Registrar The Bank of East Asia, Limited Websites Computershare Hong Kong Standard Chartered Bank (Hong Kong) www.chinagreentown.com Investor Services Limited Limited www.greentownchina.com Shops 1712–1716, 17th Floor Bank of China Limited Hopewell Centre Industrial and Commercial Bank of China 183 Queen’s Road East Limited Wanchai, Hong Kong Agricultural Bank of China Limited China Construction Bank Corporation Cayman Islands Principal Share Bank of Communications Co., Ltd. Registrar Shanghai Pudong Development Bank Royal Bank of Canada Trust Company Co., Ltd. (Cayman) Limited China Everbright Bank Corporation Limited 4th Floor, Royal Bank House Guangdong Development Bank Co., Ltd. 24 Shedden Road, George Town Grand Cayman KY1-1110 Hangzhou Headquarters Cayman Islands 10/F, Block A, Century Plaza No. 1 Hangda Road Auditor Hangzhou, Zhejiang Deloitte Touche Tohmatsu PRC (Postal code: 310007) Legal Advisors as to Hong Kong law: Principal Place of Business in Ashurst Hong Kong Hong Kong Room 1406–1408, New World Tower 1 as to PRC law: 16–18 Queen’s Road Central Zhejiang T&C Law Firm Central, Hong Kong as to Cayman Islands law and British Virgin Islands law: Maples and Calder 005 Greentown China Holdings Limited Annual Report 2012 Financial Highlights Revenue Profit attributable to Total Equity For the year ended 31 December Owners of the Company As at 31 December (RMB million) For the year ended 31 December (RMB million) (RMB million) Greentown China Holdings Limited Annual Report 2012 006 Financial Highlights Five Years Financial Summary Consolidated Results For the Year Ended 31 December 2008 2009 2010 2011 2012 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Revenue 6,635,357 8,727,429 11,161,260 21,963,747 35,392,506 Cost of sales (4,765,728) (6,415,278) (7,759,927) (14,555,354) (24,678,810) Gross profit 1,869,629 2,312,151 3,401,333 7,408,393 10,713,696 Other income 356,192 625,862 1,232,230 1,000,840 1,744,672 Expenses (1,413,842) (1,983,175) (2,198,221) (2,541,686) (2,714,643) Share of results of jointly controlled entities and associates 383,731 615,372 564,971 833,167 513,475 Profit before taxation 1,195,710 1,570,210 3,000,313 6,700,714 10,257,200 Taxation (629,088) (478,078) (1,084,766) (2,582,772) (4,204,149) Profit for the year 566,622 1,092,132 1,915,547 4,117,942 6,053,051 Profit attributable to: Owners of the Company 540,285 1,012,120