商務園區運營專家 www.yidachina.com 20 億達中國控股有限公司 16 ANNUAL REPORT 中華人民共和國（「中國」）總部 Headquarter In The People’s Republic Of China (“PRC”) 中國遼寧省大連市沙河口區東北路93號億達廣場4座 Block 4, Yida Plaza, 93 Northeast Road, Shahekou District, 億達中國控股有限公司 Dalian, Liaoning Province, PRC YIDA CHINA HOLDINGS LIMITED 香港主要營業地點 (Incorporated in the Cayman Islands with limited liability) 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 (於開曼群島註冊成立的有限公司） Suite 1215, Two Pacific Place, 88 Queensway, 年度報告 Admiralty, Hong Kong 股份代號 Stock Code : 3639.HK 015530 CONTENTS Corporate Overview 2 Independent Auditor's Report 73 Corporate Information 3 Consolidated Statement of 81 Profit or Loss Financial Summary 5 Consolidated Statement of 82 Chairman’s Statement 6 Comprehensive Income Management Discussion and Analysis 10 Consolidated Statement of 83 Financial Position Environmental, Social and 38 Governance Report Consolidated Statement of 85 Changes in Equity Profile of Directors and 44 Senior Management Consolidated Statement of 86 Cash Flows Directors’ Report 49 Notes to Financial Statements 88 Corporate Governance Report 62 2 Yida China Holdings Limited Annual Report 2016 Corporate Overview Yida China Holdings Limited (the “Company”), together with In November 2016, China Minsheng Jiaye Investment Co., its subsidiaries (collectively referred to as the “Group”), was Ltd (“CMJYI”) acquired the shares of the Company through established in 1988 with its headquarters in Dalian. It is the its wholly-owned subsidiary Jiayou (International) Investment largest business park developer and a leading business park Limited (“Jiayou”). As at the date hereof, CMJYI holds operator in the PRC. It is principally engaged in the approximately 61.11% equity interest of the issued shares of development and operation of business parks, the the Company and is the controlling shareholder of the development and sale of multi-functional and integrated Company. CMJYI holds a positive attitude toward the residential communities, construction, decoration, prospects of the real estate sector and highly recognizes the landscaping, the management of business parks and Group’s experience and resources in the development and property management services. The Company was operation of business parks. Looking into the future, with the successfully listed (the “Listing”) on the Main Board of The vision of growing into the best business park operator in Stock Exchange of Hong Kong Limited (the “Stock China, the Group will seek for suitable investment and Exchange”) on 27 June 2014. development opportunities while speeding up horizontal integration, vertical expansion and output management of With its strong integration ability in urban and industrial business parks by leveraging the strong capital operation planning and design, the Group actively participated in and industry and finance integration capabilities of its urban planning and design with local governments and has controlling shareholders. established strategic partnerships with several local governments. Its outstanding results and management As at the end of 2016, the Group has completed its strategic ability in business park operation has attracted the residence outlay in terms of the development and operation of of globally leading enterprises and established long-term business parks in major cities such as Dalian, Wuhan, and stable cooperation relationships with them. Its fully Beijing, Shanghai, Shenzhen, Suzhou, Hangzhou, integrated service capabilities, with construction, Changsha, Tianjin, Hefei, Chengdu, Zhengzhou and Xi’an. landscaping, decoration and property management businesses guaranteed the services quality, the properties quality and pricing competitiveness of the Group. In addition, its management team with extensive experience and high recognition of corporate culture provides strong support to the future development of the Group. Since 1998, the Group has led the development and operation of Dalian Software Park, Dalian BEST City Core Area Business Park (“Dalian Best City”), Wuhan First City, Yida Information Software Park, Dalian Ascendas IT Park and Dalian Tiandi. It also participated in the development and operation of Wuhan Optical Valley Software Park and Tianjin Binhai Service Outsourcing Industry Park through BOT (Build-Operate-Transfer) arrangements. Since the second half of 2014, the Group continued in expanding its light asset business, contracted a few business parks, entrusted operation and management projects of office buildings, and consultation service projects, as well as entered into several strategic cooperation agreements in order to lay a foundation for further cooperations. Yida China Holdings Limited Annual Report 2016 3 Corporate Information Board of Directors Registered Office Executive Directors Cricket Square Mr. Zhang Zhichao (Chairman) Hutchins Drive Mr. Jiang Xiuwen (Chief Executive Officer) P.O. Box 2681 Mr. Gao Wei Grand Cayman KY1-1111 Mr. Chen Donghui Cayman Islands Ms. Ma Lan Headquarters in the People’s Republic of Non-executive Directors China (“PRC”) Mr. Sun Yansheng Block 4, Yida Plaza Mr. Zhao Xiaodong 93 Northeast Road Mr. Chen Chao Shahekou District Dalian, Liaoning Province Independent Non-executive Directors PRC Mr. Yip Wai Ming Mr. Guo Shaomu Principal Place of Business in Hong Kong Mr. Wang Yinping Room 1215, 12th Floor Mr. Han Gensheng Building 2, Pacific Place 88 Queensway Joint Company Secretary Admiralty Ms. Wang Huiting Hong Kong Ms. Kwong Yin Ping Yvonne Principal Share Registrar and Authorized Representatives Transfer Office Ms. Ma Lan Codan Trust Company (Cayman) Limited Ms. Wang Huiting Cricket Square Hutchins Drive Board Committees P.O. Box 2681 Grand Cayman KY1-1111 Audit Committee Cayman Islands Mr. Yip Wai Ming (Chairman) Mr. Guo Shaomu Hong Kong Branch Share Registrar Mr. Wang Yinping and Transfer Office Mr. Han Gensheng Computershare Hong Kong Investor Remuneration Committee Services Limited Shops 1712–1716, 17th Floor Mr. Wang Yinping (Chairman) Hopewell Centre Mr. Jiang Xiuwen 183 Queen’s Road East Mr. Guo Shaomu Wanchai Mr. Han Gensheng Hong Kong Nomination Committee Mr. Zhang Zhichao (Chairman) Mr. Jiang Xiuwen Mr. Yip Wai Ming Mr. Wang Yinping Mr. Han Gensheng 4 Yida China Holdings Limited Annual Report 2016 Corporate Information (continued) Auditors Ernst & Young 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 The Export-Import Bank of China China Minsheng Bank Dalian Branch China CITIC Bank Dalian Branch China Construction Bank Dalian Branch Bank of China Dalian Branch Stock Code 3639 Company’s Website www.yidachina.com Yida China Holdings Limited Annual Report 2016 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 and the prospectus of the Company dated 17 June 2014, is set out below: Year ended 31 December 2016 2015 2014 2013 2012 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RESULTS REVENUE 7,004,548 7,473,200 7,711,305 6,399,179 6,000,667 Cost of sales (5,460,083) (5,400,560) (5,280,673) (4,293,662) (3,913,480) Gross profit 1,544,465 2,072,640 2,430,632 2,105,517 2,087,187 Other income and gains 660,191 134,733 108,550 256,177 52,269 Selling and distribution costs (215,505) (210,469) (302,206) (304,413) (228,476) Administrative expenses (434,358) (386,458) (427,116) (449,562) (353,221) Other expenses (366,238) (36,708) (165,370) (64,314) (87,179) Fair value gains on investment properties 201,219 215,066 58,864 411,566 635,814 Finance costs (278,346) (311,004) (190,699) (260,464) (92,010) Share of profits and losses of: Joint ventures 15,466 62,975 31,543 1,540 146,214 Associates (96,142) (99,152) (52,563) (28,726) 40,124 PROFIT BEFORE TAX 1,030,752 1,441,623 1,491,635 1,667,321 2,200,722 Income tax expenses (456,599) (620,155) (594,791) (810,059) (801,047) PROFIT FOR THE YEAR 574,153 821,468 896,844 857,262 1,399,675 Attributable to: Owners of the parent 564,000 821,263 896,887 827,865 1,310,691 Non-controlling interests 10,153 205 (43) 29,397 88,984 574,153 821,468 896,844 857,262 1,399,675 As at 31 December 2016 2015 2014 2013 2012 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 ASSETS, LIABILITIES AND NON-CONTROLLING INTERESTS TOTAL ASSETS 35,959,502 34,518,188 36,156,451 36,662,498 36,125,255 TOTAL LIABILITIES (25,812,973) (25,109,702) (27,177,375) (29,671,497) (28,936,120) NON-CONTROLLING INTERESTS (274,189) (12,105) (1,399) (1,426) (285,166) 9,872,340 9,396,381 8,977,677 6,989,575 6,903,969 CHAIRMAN’S STATEMENT Dear shareholders, I am pleased to present you the annual results of the Group for the year ended 31 December 2016 (the “Year”). Results The contracted sales amount of the Group for the year ended 31 December 2016 was about RMB8,305.0 million, representing an increase of 12.9% compared with the corresponding period of last year. During the year ended 31 December 2016, the recorded revenue of the Group was RMB7,004.55 million, representing a decrease of 6.3% compared with the corresponding period of last year, of which property rental income increased by 5.8% to RMB382.50 million. The net profit attributable to equity owners of the Company was RMB564.00 million. The core net profit after deducting fair value gains on investment properties (net of tax) was Chairman RMB413.1 million. Zhang Zhichao 8 Yida China Holdings Limited Annual Report 2016 Chairman’s Statement Review of 2016 The operation and management abilities in the business park operation and management sector continues to Continuing to follow the strategy of “asset-light combined improve. During the Year, the Group formulated nearly 260 with asset-heavy operation”, the Group fully implemented service standards by consolidating the detailed services to the business expansion nationwide, achieving anticipated enterprises in the park.