CONTENTS Page 2 CORPORATE INFORMATION 3-7 CHAIRMAN’S STATEMENT 8-27 MANAGEMENT DISCUSSION AND ANALYSIS 28-32 BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT 33-52 DIRECTORS’ REPORT 53-65 CORPORATE GOVERNANCE REPORT 66-110 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT 111-114 INDEPENDENT AUDITOR’S REPORT 115 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 116-117 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 118-119 CONSOLIDATED STATEMENT OF CASH FLOWS 120-121 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 122-238 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 239 FINANCIAL SUMMARY 240-250 PROPERTIES PORTFOLIO This annual report is made in English and Chinese. In the case of any inconsistency, the English version shall prevail. 1 C&D International Investment Group Limited ANNUAL REPORT 2019 CORPORATE INFORMATION BOARD OF DIRECTORS PRINCIPAL BANKERS Executive Directors (in alphabetical order) Mr. ZHUANG Yuekai (Chairman) Agricultural Bank of China Limited Bank of China (Hong Kong) Limited Mr. SHI Zhen (resigned on 21 March 2019) Bank of China Limited Ms. ZHAO Chengmin Bank of Communications Co., Ltd. Mr. LIN Weiguo (Chief Executive Officer) China Construction Bank Corporation (appointed on 21 March 2019) China Merchants Bank Co., Ltd. Industrial and Commercial Bank of China Limited Non-executive Directors Industrial Bank Co., Ltd Ms. WANG Xianrong (resigned on 21 March 2019) Postal Savings Bank of China Shanghai Pudong Development Bank Ms. WU Xiaomin (resigned on 30 March 2020) Mr. HUANG Wenzhou REGISTERED OFFICE Ms. YE Yanliu (appointed on 21 March 2019) P.O. Box 10008, Willow House, Cricket Square Independent Non-executive Directors Grand Cayman KY1-1001, Cayman Islands (Note) Mr. WONG Chi Wai Mr. WONG Tat Yan, Paul HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG Mr. CHAN Chun Yee Office No. 3517 COMPANY SECRETARY 35th Floor, Wu Chung House 213 Queen’s Road East Miss LEUNG Ching Ching Wanchai, Hong Kong AUDIT COMMITTEE PRINCIPAL SHARE REGISTRAR AND TRANSFER AGENT Mr. WONG Chi Wai (Committee Chairman) Tricor Services (Cayman Islands) Limited Mr. WONG Tat Yan, Paul P.O. Box 10008, Willow House, Cricket Square Mr. CHAN Chun Yee Grand Cayman KY1-1001, Cayman Islands (Note) REMUNERATION COMMITTEE HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE Mr. WONG Tat Yan, Paul (Committee Chairman) Tricor Investor Services Limited Mr. ZHUANG Yuekai Level 54, Hopewell Centre Mr. WONG Chi Wai 183 Queen’s Road East, Hong Kong Mr. CHAN Chun Yee LEGAL ADVISER AS TO HONG KONG LAWS NOMINATION COMMITTEE King & Wood Mallesons Mr. ZHUANG Yuekai (Committee Chairman) STOCK CODE Mr. CHAN Chun Yee Mr. WONG Chi Wai 1908 Mr. WONG Tat Yan, Paul COMPANY’S WEBSITE INDEPENDENT AUDITOR www.cndintl.com (the contents of which do not form part of this annual Grant Thornton Hong Kong Limited report) Note: Change of address to “Second Floor, Century Yard, Cricket Square, P.O. Box 902, Grand Cayman, KY1-1103, Cayman Islands” with effect from 1 April 2020 * The English translation of the name of the companies established in the PRC is for reference only. The official names of the companies are in Chinese. C&D International Investment Group Limited 2 CHAIRMAN’S STATEMENT Dear Shareholders, I am pleased to present the annual report of C&D International Investment Group Limited (“C&D International Group” or the “Company”, and together with its subsidiaries, the “Group”) for the year ended 31 December 2019 (the “Year”). I. ANALYSIS ON ECONOMIC LANDSCAPE In 2019, despite the global economic slowdown and the rising trade protectionism, China has retained its economic growth stably. In 2019, with the key control objectives of “stabilizing land and housing prices while managing market expectations”, China’s real estate industry continues to adhere to the control measure of “implementation customised for city”. Meanwhile, given the acceleration of financial deleveraging, real estate industry has implemented more stringent financing regulation with tightening financing environment. With the increasing household consumption, it is expected that the improved demand for in pursuit of high-quality products will become the market mainstream in the future, so as to further accelerate the market integration and concentration. Facing both opportunities and challenges, the Company has adhered to its long-term corporate orientation as the “integrated service provider in real estate development and real estate industrial chain investment services”, which fully combined the dual advantages of the state-owned enterprise background and the market-oriented operating system, and carried out sustained self-reformation to improve the core competitiveness of enterprises. In 2019, the Company focused on expanding business scale, consolidating product advantages, establishing corporate brands, enhancing shareholder value and increasing its overall strength. II. RESULTS AND DIVIDENDS During the Year, the Group’s operation indicators achieved another historical high, as evidenced by revenue of approximately RMB17.995 billion (2018: approximately RMB12.371 billion), representing a year-on-year increase of approximately 45%; the profit for the year attributable to the equity holders of the Company of approximately RMB1.718 billion (2018: approximately RMB1.420 billion), representing a year-on-year increase of approximately 21%. The board of directors (the “Board”) of the Company has proposed to declare a final dividend of HK$0.82 per share in respect of the Year, subject to the approval of the forthcoming annual general meeting of the Company (the “AGM”). 3 ANNUAL REPORT 2019 CHAIRMAN’S STATEMENT III. BUSINESS REVIEW In 2019, under the leadership of the Board and by focusing on business directions of “improving business scale, strengthening business foundation, and expanding capital publicity”, the Company adhered to the brand development strategy of “Product + Service” and achieved rapid growth of various operating indicators. (1) Real estate business scale maintained rapid growth with increasing comprehensive strength 1. Substantial increase in contracted sales: In 2019, the Company achieved a substantial increase in contracted sales. The Group, together with its joint ventures and associates, achieved a total contracted sales amount of approximately RMB50.78 billion (2018: approximately RMB24.79 billion, representing a year-on-year increase of 104.84%) with a total contracted sales gross floor area of approximately 2,932,400 sq.m. (2018: approximately 1,641,700 sq.m., representing a year-on-year increase of approximately 78.61%). The average selling price is approximately RMB17,300 per sq.m.. 2. Enlarging business coverage: In 2019, the Company focused on project selection and actively participated in promising real estate development projects. During the Year, the Company has newly invested in 40 real estate development lands. The saleable gross floor area (“GFA”) of newly acquired projects was approximately 6,670,000 sq.m. with saleable value of approximately RMB96.3 billion. As at 31 December 2019, the Company has invested a total of 83 real estate development projects (2018: 48, representing a year-on-year increase of approximately 73%) which locate in 5 regions including more than 30 cities within southern Fujian, northern Fujian, East China, Central China and South China, and cultivated its presence in second-tier (strong second-tier) cities. The saleable GFA of land reserves was approximately 9,350,000 sq.m. (2018: approximately 5,570,000 sq.m., representing a year-on-year increase of approximately 68%) with saleable value of approximately RMB162.0 billion (2018: approximately RMB120.1 billion, representing a year-on-year increase of approximately 35%). Promising and abundant land bank will subsequently boost substantial sales growth. 3. Well reputed quality products and services: The Company has focused on “high-end improvement projects” and “new Chinese” style of products. Based on unique and innovated Chinese artisan concept, the Company has developed different new-Chinese-style benchmarking projects for many years which were highly recognised and well reputed by property owners and various parties. According to customer satisfaction survey conducted by FG Consulting in 2019, the Company ranked first in terms of real estate industry in the residential satisfaction survey. In 2019, the Group’s developments won both the domestic and overseas awards, of which 6 projects including Jianfa • Jiuliwan* (建發 • 玖里灣) in Wuxi and Jianfa • Yangzhu* (建發 • 央著) in Fujian awarded “Merit Award of 2019 Real Estate Design Award (2019地產設計大獎優秀獎)”, Xiamen Wudi & Jianfa • Yangzhu* (廈門武地 & 建發 • 央著) Project awarded “First Prize (Residence) for 2019 World Landscape Award (WLA) (世界景 觀設計獎 (WLA) 2019年居住類一等獎)”, and “Xiamen Wudi & Jianfa • Yangzhu Lilehui* (廈門 武地 & 建發 • 央著鯉樂薈)” awarded “First Prize (Education) for 2019 Global Excellence Awards (GEA)(2019年全球卓越設計獎(GEA)(教育類)大獎)”, which enjoyed leading brand influence. C&D International Investment Group Limited 4 CHAIRMAN’S STATEMENT (2) Improving the productivity of the real estate industry chain with sustained and effective development of various businesses 1. Recognised property services: C&D Property Services Group Limited* (建發物業服務集團有限 公司), a professional city service provider of the Group, provides property management services such as residential, office, hospitals and urban complexes covering 32 cities throughout the country. As at 31 December 2019, the Company had contracted area for management of nearly 35 million sq.m.,