AGILE GROUP HOLDINGS LIMITED www.agile.com.cn (Incorporated in the Cayman Islands with limited liability) Stock Code: 3383 Develop our future with vision and enthusiasm 2018 ANNUAL REPORT 2018 ANNUAL REPORT CORPORATE PROFILE Agile Group Holdings Limited (Stock Code: 3383) and its subsidiaries is principally engaged in the development of large-scale mixed-use property projects, with extensive presence in the businesses such as property management, environmental protection, construction, real estate construction management and commercial. As a renowned brand in China, the Group has established diversifi ed businesses in various cities and districts in China and overseas. As at 31 December 2018, the Group has a land bank with a total planned GFA of 36.23 million sq.m.. The shares of Agile have been listed on the Main Board of Hong Kong Stock Exchange since 2005 and are constituent stocks of Hang Seng Composite Index, Hang Seng Global Composite Index, Hang Seng Stock Connect Hong Kong Index Series, Hang Seng High Dividend Yield Index, Hang Seng Mainland Properties Index, Hang Seng High Beta Index, Hang Seng China (Hong Kong-listed) 100 Index, MSCI China Index and Lippo Select HK & Mainland Property Index. BUSINESS STRUCTURE Agile will continue to adopt the operating model of “focusing on property development, supported by a diversifi ed range of businesses” (“1+N”), driving the solid growth of each business segment. p.22 p.62 p.65 Property Development A-Living Environmental Protection A land bank with a total planned The GFA under management and Optimising its regional presence, GFA of 36.23 million sq.m. in 65 contracted GFA were 138.1 million driving the development of its cities sq.m. and 229.8 million sq.m. business segments including respectively hazardous waste treatment, water treatment and common solid waste treatment CONTENTS 2 Financial Highlights 74 Investor Relations 4 Milestones 2018 76 Directors’ Profi le 6 Major Honours and Awards 81 Senior Management’s Profi le 8 Chairman’s Statement 83 Corporate Governance Report 14 Management Discussion and Analysis 105 Report of the Directors 22 Property Development 120 Independent Auditor’s Report 24 Business Overview 126 Consolidated Balance Sheet 28 Project Overview 128 Consolidated Income Statement 30 Land Bank Table 129 Consolidated Statement of Comprehensive Income 38 Flagship Projects at a Glance 130 Consolidated Statement of Changes in Equity 62 A-Living 132 Consolidated Statement of Cash Flows 65 Environmental Protection 134 Notes to the Consolidated Financial Statements 68 Construction 241 Five-year Financial Summary 70 Real Estate Construction Management 243 Corporate Information 72 Commercial 247 Glossary p.68 p.70 p.72 Construction Real Estate Commercial Construction Focused on the principal Integrated the commercial Management businesses including general projects including hotels, construction contracting, Services included design and investment properties, community landscaping and home decoration, application for construction, retail and culture and tourism retail supported by design consulting construction management, cost and materials trading businesses control, brand export and product marketing FINANCIAL HIGHLIGHTS Income Statement Highlights For the year ended 31 December 2018 2017 Change Revenue (RMB million) 56,145 51,607 +8.8% Gross profit (RMB million) 24,674 20,687 +19.3% Net profit (RMB million) 8,358 6,780 +23.3% Profit attributable to shareholders of the Company (RMB million) 7,125 6,025 +18.3% Basic earnings per share (RMB) 1.835 1.552 +18.2% Distributed interim dividend per share (HK cents) 50.0 22.0 +127.3% Proposed final dividend per share (HK cents) 50.0 68.0 -26.5% Full year dividend per share (HK cents) 100.0 90.0 +11.1% Balance Sheet Highlights As at 31 December 2018 2017 Change Total assets (RMB million) 230,446 163,358 +41.1% Cash and cash equivalents (RMB million) 35,776 19,042 +87.9% Restricted cash (RMB million) 9,285 11,078 -16.2% Short-term borrowings (RMB million) 35,333 27,146 +30.2% Long-term borrowings (RMB million) 53,196 34,529 +54.1% Shareholders’ equity (RMB million) 41,239 36,335 +13.5% Return on equity (ROE) 17.3% 16.6% +0.7 percentage point Total debt/total assets 38.4% 37.8% +0.6 percentage point Net debt/total equity 79.1% 71.4% +7.7 percentage point 2 AGILE GROUP HOLDINGS LIMITED 2018 ANNUAL REPORT Financial Highlights (Continued) Revenue Gross Profit and Gross Profit Margin (RMB million) (RMB million/%) 24,674 60000 56,145 25000 100 51,607 20,687 50000 46,679 20000 80 43,004 40000 15000 60 12,366 43.9% 30000 10,813 10000 40 20000 40.1% 5000 26.5% 20 10000 25.1% 0 0 0 2015 2016 2017 2018 2015 2016 2017 2018 Net Profit and Net Profit Margin Profit Attributable to Shareholders (RMB million/%) of the Company (RMB million) 10000 30 8000 7,125 8,358 7000 8000 24 6,025 6,780 6000 6000 18 5000 13.1% 4000 4000 12 13.3% 3000 3,050 2,284 2,302 2000 2000 6 1,390 6.5% 5.4% 1000 0 0 0 2015 2016 2017 2018 2015 2016 2017 2018 Total Assets Shareholders’ Equity (RMB million) (RMB million) 250000 50000 230,446 41,239 200000 40000 36,335 34,308 35,310 163,358 150000 131,725 30000 117,313 100000 20000 50000 10000 0 0 2015 2016 2017 2018 2015 2016 2017 2018 AGILE GROUP HOLDINGS LIMITED 2018 ANNUAL REPORT 3 MILESTONES 2018 February The spin-off and separate listing of A-Living Services Co., Ltd. (雅居樂雅生活服務股份有限公司) (Stock Code: 3319, a subsidiary of the Group) on the Main Board of Hong Kong Stock Exchange was successfully completed. April The Group established real estate construction management business which primarily provides full industry chain agent construction services to the market. 4 AGILE GROUP HOLDINGS LIMITED 2018 ANNUAL REPORT Milestones 2018 (Continued) June The Group formed commercial business by integrating its existing hotels and investment properties, and introducing projects including culture and tourism retail and community retail. September With acquisition of several projects completed, the environmental protection business has established presence in 8 major regions including Eastern China, Beijing-Tianjin-Hebei, Shandong, Central China, Southern China, Guangxi, Hainan and Western China. December The accumulated pre-sales amount of the Group exceeded RMB100 billion mark for the fi rst time, which reached a new record high. AGILE GROUP HOLDINGS LIMITED 2018 ANNUAL REPORT 5 MAJOR HONOURS AND AWARDS Corporate Social Responsibility Capital Market Caring Company Best Corporate Issuer — North Asia The Hong Kong Council of Social Service The Asset magazine Corporate Social Responsibility Award 2018 Best High Yield Bond — China Capital magazine The Asset magazine Outstanding ESG Award 2018 The 4th Investor Relations Awards 2018 Economic Digest magazine — Certificate of Excellence Hong Kong Investor Relations Association Green Office Awards Labelling Scheme and Eco-Healthy Workplace Corporate Governance World Green Organisation The Listed Enterprise Excellence Awards 2018 — Corporate Governance Awards Guangdong Real Estate Chamber of Capital Weekly magazine Commerce Member Enterprises Outstanding Contribution Award for Poverty Alleviation 2018 National Top 10 Legal Affairs Guangdong Real Estate Chamber of Commerce Department CLO magazine China 2018 Top 15 In-house Legal Team Asia Legal Business magazine 6 AGILE GROUP HOLDINGS LIMITED 2018 ANNUAL REPORT Major Honours and Awards (Continued) Corporate Brand 2018 Ranking of China’s 100 Best Real Estate Hong Kong Outstanding Enterprises 2018 Enterprises — Main Board Category 2018 Top 30 Listed China’s Real Estate Economic Digest magazine Enterprises Guandian Real Estate New Media Global Brand Awards – Best Property Development Brand (China) The Seventeenth (2018) Guangdong Real Global Brands magazine Estate Enterprises of High Credit Ratings Top 20 2018 China Top 100 Real Estate Developers Industrial and Commercial Bank of China Limited China Real Estate TOP 10 Research Group (Guangdong Branch) Agricultural Bank of China Limited (Guangdong Branch) The TOP 20 of 2018 Top 100 China Real Estate Bank of China Limited (Guangdong Branch) Enterprises in terms of Supply Chain Integrity China Construction Bank Corporation China Real Estate Association (Guangdong Branch) China Real Estate Enterprises of High Credit Top Graduate Employers China 2018 51job.com China Property Award of yingjiesheng.com Supreme Excellence 2018 Organising Committee of China Property Award of Supreme Excellence Outstanding China Real Estate Enterprise 2017 Quamnet AGILE GROUP HOLDINGS LIMITED 2018 ANNUAL REPORT 7 CHAIRMAN’S STATEMENT CHEN Zhuo Lin Chairman and President The Group is fully confi dent in the future development of its property development and diversifi ed businesses. The Group fi rmly believes that with the implementation of the “New Three-year Plan”, the enhancement of its brand image, combined with the unwavering efforts of all staff members, the Group will capture opportunities in the challenging market environment and drive the sustainable development of its business as a whole steadily. 8 AGILE GROUP HOLDINGS LIMITED 2018 ANNUAL REPORT Chairman’s Statement (Continued) Dear shareholders, of reform and development. In face of the adverse I am pleased to report the audited consolidated market environment in the property market, the Group results of Agile Group Holdings Limited (“Agile” or kept advancing against headwinds. By capitalising the “Company”) and its subsidiaries (collectively, the on development opportunity presented by the “Group”) for the year ended 31 December 2018 as steady economic growth of China, the Group further follows: implemented the operating model of “focusing on property development, supported by a diversified range Results and Dividends of businesses”. With different business segments During the year, the revenue and gross profit of the complementing one other with their strengths, the Group were RMB56,145 million and RMB24,674 Group obtained excellent results. million respectively, representing an increase of 8.8% and 19.3% when compared with last year.