億達中國控股有限公司 YIDA CHINA HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立的有限公司） 股份代號 Stock Code : 3639.HK 2018 ANNUAL REPORT 年度報告 商務園區運營專家 www.yidachina.com 2 018 ANNUAL 億達中國控股有限公司 R E 中華人民共和國（「中國」）總部 PO Headquarter In The People’s Republic Of China (“PRC”) R 中國上海市黃浦區福佑路8號中國人保大廈5樓 T 5/F, People’s Insurance Mansion, No. 8, Fuyou Road, 年度報 Huangpu District, Shanghai, PRC 香港主要營業地點 Principal Place Of Business In Hong Kong 香港金鐘金鐘道88號太古廣場二座12樓1215室 告 Suite 1215, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong Contents Corporate Overview 2 Corporate Information 4 Financial Summary 6 Chairman’s Statement 8 Management Discussion and Analysis 12 Environmental, Social and Governance Report 52 Profile of Directors and Senior Management 68 Directors’ Report 74 Corporate Governance Report 86 Independent Auditor’s Report 96 Consolidated Financial Statements • Consolidated Statement of Profit or Loss 104 • Consolidated Statement of Comprehensive Income 105 • Consolidated Statement of Financial Position 106 • Consolidated Statement of Changes in Equity 108 • Consolidated Statement of Cash Flows 109 • Notes to the Consolidated Financial Statements 111 Corporate Overview Yida China Holdings Limited (the “Company”), together with its resources, further developed and operated Dalian Ascendas IT Park, subsidiaries (collectively referred to as the “Group”), founded in Tianjin Seafront Service Outsourcing Industrial Part, Suzhou High- 1988, headquartered in Shanghai, is China’s largest business park tech Software Park, Wuhan Guanggu Software Park, Dalian Tiandi, developer and leading business park operator. The main business Dalian BEST City, Wuhan Software New Town, Yida Information involves business park development and operation, residential Software Park and many other software parks and technology properties within and outside business parks and office properties parks. It helped the Group achieve its preliminary strategic goals of sales, business park entrusted operation and management, “National Expansion, Business Model Exploration and Diversified construction, decoration and landscaping services and property Cooperation”. For 20 years, the Group had provided its services management service. On 27 June 2014, the Company was to nearly 80 Fortune Global 500 Companies. The Group had successfully listed (the “Listing”) on the Main Board of The Stock accumulated rich client base and operation experiences, forming a Exchange of Hong Kong Limited (the “Stock Exchange”). blue ocean for business development featuring high entry threshold, high customer loyalty, whole production chain coverage and During the early stage of corporate development, the Group immunity to cyclicality risk. established its foothold in Dalian and relied on its local knowledge advantages. Meanwhile, it catered to the international development After the Listing, the Group clearly put forward to be “China’s trends and enjoyed the advantages of its unique business model. leading business park operator”. It pursued its national expansion Since 1998, the Group had firmly been seizing the international goal through the strategy of “leading the development of asset- industrial relocation opportunities of service outsourcing industry light business to actuate asset-heavy business, and developing and IT outsourcing industry, implementing “Private Investment asset-light and asset-heavy businesses simultaneously”. Thus, the + Government Support”, Internationalization and “Industry- Group, by virtue of using the development mode of “City-Industry Universities” integration strategies, creating the business model Integration”, had been consolidating its business in Dalian, greatly of City-Industry Integration, and constructing and operating expanding its business in Wuhan, and fully exploring its business Dalian Software Park at a high standard. The Group had become in major first-tier and second-tier cities and economically vital a pioneer in the field of China’s service outsourcing business regions. park development and operation and had determined its future development direction. In the “second half” of the real estate industry, the Group will cater to the trends and, by virtue of its strong internal and external During the business expansion stage, the Group improved its resources, enhance its core competitiveness as to its business park capacities in all fields, raised abruptly based on its accumulated development and operation to finally achieve scale development strength and established its own core competitiveness. The Group, and performance improvement. by relying on its successful experiences in the operation of Dalian Software Park and the government’s economic development and industrial upgrading strategies, fully integrated internal and external 2 Yida China Holdings Limited 2018 Annual Report Corporate Overview Corporate Overview (continued) Business park operation Sales of properties Construction, decoration and Entrusted operation landscaping Property management Five major business sectors Zhongguancun No. 1 Wuhan First City Yida China Holdings Limited 2018 Annual Report 3 Corporate Information Board of Directors Registered Office Executive Directors Cricket Square Mr. Jiang Xiuwen (Chairman and Chief Executive Officer) Hutchins Drive Mr. Chen Donghui P.O. Box 2681 Ms. Ma Lan (resigned on 29 March 2019) Grand Cayman KY1-1111 Mr. Yu Shiping Cayman Islands Ms. Zheng Xiaohua (appointed on 22 June 2018) Mr. Zhang Zhichao (resigned on 22 June 2018) Headquarters in the People’s Republic of China Mr. Xu Beinan (appointed on 29 March 2019) (“PRC”) Non-executive Directors 5/F, People’s Insurance Mansion No. 8, Fuyou Road Mr. Zhao Xiaodong Huangpu District Mr. Chen Chao Shanghai Mr. Gao Wei (resigned on 26 March 2018) PRC Mr. Wang Gang (appointed on 26 March 2018) Independent Non-executive Directors Principal Place of Business in Hong Kong Mr. Yip Wai Ming Room 1215, 12th Floor Mr. Guo Shaomu Building 2, Pacific Place Mr. Wang Yinping 88 Queensway Mr. Han Gensheng Admiralty Hong Kong Joint Company Secretary Ms. Wang Huiting Principal Share Registrar and Transfer Office Ms. Kwong Yin Ping Yvonne Conyers Trust Company (Cayman) Limited Cricket Square Authorised Representatives Hutchins Drive Mr. Jiang Xiuwen (appointed on 29 March 2019) P.O. Box 2681 Ms. Wang Huiting Grand Cayman KY1-1111 Ms. Ma Lan (resigned on 29 March 2019) Cayman Islands Board Committees Hong Kong Branch Share Registrar and Audit Committee Transfer Office Mr. Yip Wai Ming (Chairman) Computershare Hong Kong Investor Services Limited Mr. Guo Shaomu Shops 1712-1716, 17th Floor Mr. Wang Yinping Hopewell Centre Mr. Han Gensheng 183 Queen’s Road East Wanchai Remuneration Committee Hong Kong Mr. Wang Yinping (Chairman) Mr. Jiang Xiuwen Mr. Guo Shaomu Mr. Han Gensheng Nomination Committee Mr. Jiang Xiuwen (Chairman) Mr. Yip Wai Ming Mr. Wang Yinping Mr. Han Gensheng 4 Yida China Holdings Limited 2018 Annual Report Corporate Information Corporate Information (continued) Auditor PricewaterhouseCoopers Certified Public Accountants Legal Advisors As to Hong Kong Law Sidley Austin As to PRC Law Commerce & Finance Law Offices As to Cayman Islands Law Conyers Dill & Pearman (Cayman) Limited Principal Bankers Bank of Dalian China Bohai Bank Industrial and Commercial Bank of China Bank of Communications Shanghai Pudong Development Bank Stock Code 3639 Company’s Website www.yidachina.com Yida China Holdings Limited 2018 Annual Report 5 Financial Summary A summary of the results and of the assets, liabilities and non-controlling interests of the Group for the last five financial years, as extracted from the published audited financial statements, is set out below: Year ended 31 December 2018 2017 2016 2015 2014 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Revenue 7,356,958 7,317,619 7,004,548 7,473,200 7,711,305 Cost of sales (5,305,746) (5,551,155) (5,460,083) (5,400,560) (5,280,673) Gross profit 2,051,212 1,766,464 1,544,465 2,072,640 2,430,632 Other income 51,927 70,491 72,949 92,850 16,344 Gains arising from acquisition of subsidiaries 790,959 – 583,113 – – Fair value gains on investment properties 6,586 341,216 201,219 215,066 58,864 Net impairment losses on financial and contract assets (23,861) – (19,270) – – Other (losses)/gains – net (45,058) 19,998 (342,839) 5,175 (73,164) Selling and marketing expenses (192,886) (236,083) (215,505) (210,469) (302,206) Administrative expenses (502,698) (478,585) (434,358) (386,458) (427,116) Finance costs – net (659,853) (334,461) (278,346) (311,004) (190,699) Share of profits and losses of joint ventures and associates 8,810 449,702 (80,676) (36,177) (21,020) Profit before income tax 1,485,138 1,598,742 1,030,752 1,441,623 1,491,635 Income tax expenses (681,552) (504,480) (456,599) (620,155) (594,791) Profit for the year 803,586 1,094,262 574,153 821,468 896,844 Owners of the Company 833,919 984,302 564,000 821,263 896,887 Non-controlling interests (30,333) 109,960 10,153 205 (43) 803,586 1,094,262 574,153 821,468 896,844 6 Yida China Holdings Limited 2018 Annual Report Financial Summary Financial Summary (continued) As at 31 December 2018 2017 2016 2015 2014 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 ASSETS, LIABILITIES AND NON-CONTROLLING INTERESTS TOTAL ASSETS 43,086,362 37,097,484 35,959,502 34,518,188 36,156,451 TOTAL LIABILITIES (31,247,803) (25,954,578) (25,812,973) (25,109,702) (27,177,375) NON-CONTROLLING INTERESTS (463,615) (404,727) (274,189) (12,105) (1,399) 11,374,944 10,738,179 9,872,340 9,396,381 8,977,677 Yida China Holdings Limited