金茂酒店及金茂（中國）酒店投資管理有限公司 JINMAO HOTEL & JINMAO (CHINA) HOTEL INVESTMENTS AND MANAGEMENT LIMITED As constituted pursuant to a deed of trust on 13 June 2014 under the laws of Hong Kong, the trustee of which is Jinmao (China) Investments Manager Limited Registered in the Cayman Islands with limited liability Stock Code : 06139 TOP QUALITY ASSETS WITH STRONG BRAND RECOGNITION ANNUAL REPORT 2016 OUR VISION Internationally renowned and China’s first-class hotel investor and operator. OUR MISSION We are committed to the ideology of “Innovation, Consolidation and Cooperation” to build the brand value and affiliated organizations, and through providing sustainable products, services and continuous system innovation, we would be able to build our brand value and create a mutually beneficial platform for the benefit of Holders of Share Stapled Units and the community as a whole. JINMAO HOTEL and JINMAO (CHINA) HOTEL INVESTMENTS AND MANAGEMENT LIMITED ANNUAL REPORT 2016 CONTENTS 2 About Jinmao Hotel 4 Milestones in 2016 6 Corporate Information 9 Financial Highlights 10 Chairman’s Statement 14 Honors and Awards in 2016 18 Management Discussion and Analysis 56 Investor Relations Report 58 Profiles of Directors and Senior Management 69 Consolidated Corporate Governance Report 89 Report of the Directors 110 Financial Information 110 The Trust and The Company’s Consolidated Financial Information 193 The Trustee-Manager’s Financial Information 205 Five-Year Financial Information 206 Environmental, Social and Governance Report 272 Definitions ABOUT JINMAO HOTEL Jinmao Hotel and Jinmao (China) Hotel Adhering to the high-end and boutique positioning, Investments and Management Limited (stock the Group has been investing and operating hotels code: 06139) is a fixed single investment trust in Shanghai, Beijing, Sanya and other regions with an initial focus on the hospitality industry with strong brand recognition and a market in the PRC. The Group primarily owns and invests leading position, and will continue to improve the in a portfolio of hotels with diversified revenue operational efficiency of its properties and seek sources and customer mix from a portfolio of for asset enhancement opportunities for further high quality hotels and commercial properties, development. comprising 8 hotels and Jin Mao Tower, a mixed- use development. The properties are all located in prime, strategic locations in top-tier cities or tourist hot spots in the PRC and comprise high quality hotels and commercial property. 2 JINMAO HOTEL and JINMAO (CHINA) HOTEL INVESTMENTS AND MANAGEMENT LIMITED ANNUAL REPORT 2016 ABOUT JINMAO HOTEL Jin Mao Tower (Level 53-87 being Grand Hyatt Shanghai) Hilton Sanya Yalong Bay Resort & Spa The Ritz-Carlton Sanya, Yalong Bay The Westin Beijing Chaoyang JW Marriott Hotel Shenzhen Hyatt Regency Chongming Renaissance Beijing Wangfujing Hotel Grand Hyatt Lijiang ANNUAL REPORT 2016 JINMAO HOTEL and JINMAO (CHINA) HOTEL INVESTMENTS AND MANAGEMENT LIMITED 3 MILESTONES IN 2016 In March The Company held a ceremony for signing a strategic cooperation agreement, which was the In July first time for Ctrip to cooperate with the owner Jin Mao Skywalk, another feature of the company in the PRC. Observation Deck on the 88th floor of Jin Mao Tower, was into trial operation, which is the highest outdoor skywalk among the tallest high-rise building in the world. In September China Jin Mao (Group) was awarded as the “2016 China’s Best In April Hotel Owner” by the China Jin Mao 13th China Hotel (Group) was titled Golden-Pillow the “Best Hotel Award. Owners of China” by the 11th China Hotel Starlight Awards. 4 JINMAO HOTEL and JINMAO (CHINA) HOTEL INVESTMENTS AND MANAGEMENT LIMITED ANNUAL REPORT 2016 MILESTONES IN 2016 In August JW Marriott Hotel Shenzhen successfully hosted the Third Conference of APEC Business Advisory Council (“ABAC”) in 2016 and achieved In August a successful reception. More than 260 well- Lijiang Jin Mao Boutique Hotel, the first villa known entrepreneurs and businessmen from 21 Asia-Pacific economies came to the Conference, hotel independently prepared and operated by including Mr. Juan Raffo, honorary chairman of China Jin Mao (Group) Co., Ltd., has commenced the conference, Mr. Wang Hongzhang, Chairman operation. of China Construction Bank and Mr. Ning Gaoning, Chairman of Sinochem Group. In November Jinmao (China) Hotel Investments and Management Limited was awarded as the In October “Listed Enterprises of 2016 Shanghai International Vertical Grand the Year” in the “Listed Prix finals were held in Jinmao Tower. Enterprises of the Year 2016” held by Bloomberg Businessweek, a well-known financial magazine. ANNUAL REPORT 2016 JINMAO HOTEL and JINMAO (CHINA) HOTEL INVESTMENTS AND MANAGEMENT LIMITED 5 CORPORATE INFORMATION TRUST Company Secretary Jinmao Hotel (formerly known as Jinmao Ms. HO Wing Tsz Wendy Investments) (Fellow member of the Hong Kong Institute (As constituted pursuant to a deed of trust on of Chartered Secretaries and the Institute of 13 June 2014 under the laws of Hong Kong, the Chartered Secretaries and Administrators in the trustee of which is Jinmao (China) Investments United Kingdom) Manager Limited) Authorised Representatives LISTING Mr. JIANG Nan The Share Stapled Units of Jinmao Hotel Ms. HO Wing Tsz Wendy and Jinmao (China) Hotel Investments and Management Limited (formerly known as Jinmao Trustee-Manager Audit Committee Investments and Jinmao (China) Investments Dr. CHEN Jieping (Chairman) Holdings Limited) were listed on the Main Board of Mr. JIANG Nan the Stock Exchange on 2 July 2014 Dr. XIN Tao CORPORATE INFORMATION OF THE Share Stapled Units Registrar TRUSTEE – MANAGER Computershare Hong Kong Investor Services Limited Trustee-Manager Shops 1712-1716, 17th Floor, Hopewell Centre, Jinmao (China) Investments Manager Limited 183 Queen’s Road East, Wanchai, Hong Kong Board of Directors Non-executive Directors CORPORATE INFORMATION OF THE Mr. LI Congrui (Chairman) COMPANY (appointed as Chairman on 29 April 2016) The Company Mr. CAI Xiyou (Chairman) Jinmao (China) Hotel Investments and (resigned on 15 March 2016) Management Limited Mr. JIANG Nan (Formerly known as Jinmao (China) Investments Ms. LAN Haiqing (appointed on 29 April 2016) Holdings Limited) (Registered in the Cayman Islands with limited Executive Director and Chief Executive Officer liability) Mr. ZHANG Hui Registered Office Independent non-executive Directors Cricket Square, Hutchins Drive, Dr. CHUNG Shui Ming Timpson P.O. Box 2681, Dr. CHEN Jieping Grand Cayman KY1-1111, Dr. XIN Tao Cayman Islands Registered Office Rooms 4702-03, 47th Floor, Office Tower, Convention Plaza, No. 1 Harbour Road, Wanchai, Hong Kong 6 JINMAO HOTEL and JINMAO (CHINA) HOTEL INVESTMENTS AND MANAGEMENT LIMITED ANNUAL REPORT 2016 CORPORATE INFORMATION Head Office and Principal Place of Legal Advisers Business in Hong Kong As to Hong Kong laws: Rooms 4702-03, 47th Floor, Freshfields Bruckhaus Deringer Office Tower, Convention Plaza, 11th Floor, Two Exchange Square, Central, No. 1 Harbour Road, Hong Kong Wanchai, Hong Kong As to PRC laws: Board of Directors Beijing Guantao (Shanghai) Law Firm Non-executive Directors (Formerly known as Shen Da Law Firm) Mr. LI Congrui (Chairman) 32/F, World Plaza, 855 Pudong Nan Road, (appointed as Chairman on 29 April 2016) Shanghai, the PRC Mr. CAI Xiyou (Chairman) (resigned on 15 March 2016) As to Cayman Islands laws: Mr. JIANG Nan Conyers Dill & Pearman (Cayman) Limited Ms. LAN Haiqing Cricket Square, Hutchins Drive, (appointed on 29 April 2016) P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands Executive Director and Chief Executive Officer Mr. ZHANG Hui Company Audit Committee Dr. CHEN Jieping (Chairman) Independent non-executive Directors Mr. JIANG Nan Dr. CHUNG Shui Ming Timpson Dr. XIN Tao Dr. CHEN Jieping Dr. XIN Tao Company Remuneration and Nomination Committee Head of Finance Dr. CHUNG Shui Ming Timpson (Chairman) Ms. ZHANG Runhong Mr. LI Congrui Dr. CHEN Jieping Company Secretary Ms. HO Wing Tsz Wendy Auditor (Fellow member of the Hong Kong Institute Ernst & Young of Chartered Secretaries and the Institute of 22/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong Chartered Secretaries and Administrators in the United Kingdom) Authorised Representatives Mr. JIANG Nan Ms. HO Wing Tsz Wendy ANNUAL REPORT 2016 JINMAO HOTEL and JINMAO (CHINA) HOTEL INVESTMENTS AND MANAGEMENT LIMITED 7 CORPORATE INFORMATION Address Where the Principal Register of Share Stapled Units Registrar Members is Kept Computershare Hong Kong Investor Services Limited Codan Trust Company (Cayman) Limited Shops 1712-1716, 17th Floor, Cricket Square, Hutchins Drive, Hopewell Centre, 183 Queen’s Road East, P.O. Box 2681, Wanchai, Hong Kong Grand Cayman KY1-1111, Cayman Islands Investor Enquiries Tel： +86 21 5047 6688 – 2327 Address Where the Hong Kong Register Fax： +86 21 5047 0088 – 2327 of Members is Kept Email： [email protected] Computershare Hong Kong Investor Services Limited [email protected] Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Website Wanchai, Hong Kong www.jinmao88.com Stock Code 06139 8 JINMAO HOTEL and JINMAO (CHINA) HOTEL INVESTMENTS AND MANAGEMENT LIMITED ANNUAL REPORT 2016 FINANCIAL HIGHLIGHTS Jinmao Hotel is a fixed single investment trust with an initial focus on the hospitality industry in the PRC. The Share Stapled Units jointly issued by Jinmao Hotel and the Company were successfully listed on the Main Board of the Stock Exchange on 2 July 2014. This report covers the financial period from 1 January 2016 to 31 December 2016. Unit: RMB million For the year ended 31 December 2016 2015 Change (%) (Restated) Revenue 2,450.8 2,390.3 3 EBITDA 920.8 899.6 2 Profit attributable to Holders of Share Stapled Units 374.6 436.1 -14 Basic earnings per Share Stapled Unit (RMB cents) 18.7 21.8 -14 Total assets 18,407.2 18,223.3 1 Total equity 6,535.5 6,977.6 -6 Net debt-to-adjusted capital ratio (%) 71 74 -4 Note: Net debt-to-adjusted capital ratio = (interest-bearing bank and other borrowings – cash and cash equivalents – restricted bank balances)/(total equity + amount due to related parties).