BUILDING TRUST AND QUALITY 2019 MOVING AHEAD Annual Report PROGRESSIVELY (incorporated in the Cayman Islands with limited liability) Stock Code: 3301 Contents Corporate Information 2 Major Honours and Awards 4 Chairman’s Statement 6 Summary of Principal Properties 11 Management Discussion and Analysis 16 Directors and Senior Management 40 Report of Directors 47 Corporate Governance Report 70 Environmental, Social and Governance Report 85 Independent Auditor’s Report 106 Consolidated Income Statement 113 Consolidated Statement of Comprehensive Income 114 Consolidated Balance Sheet 115 Consolidated Statement of Changes in Equity 117 Consolidated Statement of Cash Flows 119 Notes to the Consolidated Financial Statements 121 Five Years’ Financial Summary 206 Ronshine China Holdings Limited Corporate Information BOARD OF DIRECTORS AUDITOR Executive Directors PricewaterhouseCoopers Certified Public Accountants and Registered PIE Auditor Mr. Ou Zonghong 22/F, Prince’s Building (Chairman and Chief Executive Officer) Central Ms. Yu Lijuan (appointed on 22 March 2019) Hong Kong Ms. Zeng Feiyan Mr. Ruan Youzhi Mr. Zhang Lixin (Chief Financial Officer) LEGAL ADVISERS As to Hong Kong law: Non-Executive Director Sidley Austin Ms. Chen Shucui As to Cayman Islands law: Independent Non-Executive Directors Conyers Dill & Pearman Mr. Ren Yunan As to PRC law: Mr. Qu Wenzhou FenXun Partners Mr. Ruan Weifeng (appointed on 22 March 2019) CAYMAN ISLANDS PRINCIPAL AUDIT COMMITTEE SHARE REGISTRAR AND Mr. Qu Wenzhou (Chairman) TRANSFER OFFICE Mr. Ren Yunan Conyers Trust Company (Cayman) Limited Mr. Ruan Weifeng Cricket Square Hutchins Drive REMUNERATION COMMITTEE P.O. Box 2681, Grand Cayman, KY1-1111 Mr. Ren Yunan (Chairman) Cayman Islands Mr. Ou Zonghong Mr. Qu Wenzhou HONG KONG SHARE REGISTRAR Computershare Hong Kong Investor Services Limited NOMINATION COMMITTEE Shops 1712–1716, 17th Floor Mr. Ou Zonghong (Chairman) Hopewell Centre Mr. Qu Wenzhou 183 Queen’s Road East, Wanchai Mr. Ruan Weifeng Hong Kong REGISTERED OFFICE Cricket Square Hutchins Drive P.O. Box 2681, Grand Cayman, KY1-1111 Cayman Islands 2 2019 Annual Report Corporate Information PRINCIPAL PLACE OF BUSINESS WEBSITE AND HEAD OFFICE IN THE PRC www.rongxingroup.com Building L1B, Hongqiao World Center, Lane 1588, Zhuguang Road STOCK CODE Qingpu District Shanghai STOCK The People’s Republic of China HKEx: 3301 PRINCIPAL PLACE OF BUSINESS IN BOND HONG KONG US$123,625,000 6.95% Senior Notes due 2019 Room 1210, 12th Floor, ICBC Tower Common Code: 152895577 3 Garden Road ISIN: XS1528955773 Central Hong Kong US$344,589,000 8.25% Senior Notes due 2021 Common Code: 174766592 JOINT COMPANY SECRETARIES ISIN: XS1747665922 Mr. Yu Zuoyi US$200,000,000 11.5% Senior Notes due 2020 Ms. Ng Wing Shan (FCS, FICS) Common Code: 192599709 ISIN: XS1925997097 AUTHORISED REPRESENTATIVES US$600,000,000 11.25% Senior Notes due 2021 Mr. Ou Zonghong Common Code: 195081972 Ms. Ng Wing Shan ISIN: XS1950819729 PRINCIPAL BANKERS US$500,000,000 10.5% Senior Notes due 2022 Bank of China Limited Common Code: 195748144 ISIN: XS1957481440 Agricultural Bank of China Limited US$700,000,000 8.75% Senior Notes due 2022 Industrial and Commercial Bank of China Limited Common Code: 197676078 ISIN: XS1976760782 US$420,000,000 8.95% Senior Notes due 2023 Common Code: 203146973 ISIN: XS2031469732 US$324,000,000 8.10% Senior Notes due 2023 Common Code: 209094916 ISIN: XS2090949160 3 Ronshine China Holdings Limited Major Honours and Awards Corporate Brand Ranking fifth on the list of the 2019 China Real Estate Top 100 Growth Top 10 March 2019, issued by the China Real Estate T0P10 Research Group Ranking sixth on the list of 2019 China Top 10 Comprehensive Developments of Real Estate Development Enterprises March 2019, issued by the China Real Estate Association, Shanghai E-house Real Estate Research Institute and China Real Estate Appraisal Center Ranking the TOP 20 in Comprehensive Strength of China’s Typical Real Estate Enterprises in 2019 7 August 2019, issued by Yihan Zhiku Ranking 2019 China Listed Real Estate Enterprises Brand Value Award 17 December 2019, issued by Gelonghui 2019 China Real Estate Annual Red List Responsible Enterprise 2019, issued by House China 4 2019 Annual Report Major Honours and Awards Star Project Century Series Ranking the TOP 15 in Brand Value of China’s Typical Real Estate Enterprises in 2019 7 August 2019, issued by Yihan Think Tank Ronshine Shanghai Century Summit Excellence Award for Best International Residential Project 27 May 2019, issued by THE GOLD NUGGET AWARDS Hangzhou Ronshine Flow Era CREDAWARD. China Annual Ceremony. Merit Award 2019, DJSER.com Fuzhou Ronshine China Legend “Global Cultural Landmark Award” of the International Cultural Real Estate Awards (2019 New York) April 2019, issued by AREAA and GO ART Capital Market 2019 Best Hong Kong Stock Connect Company Award The fourth Golden Hong Kong Stock Grand Award” ceremony, issued by Zhitong Caijing “Best Investor Relations High Yield Overall” and “Best Use of Debt High Yield Overall” From the authoritative international financial magazine Institutional Investor. The awards mirrored the high recognition of the capital market for the Group. 5 Ronshine China Holdings Limited Chairman’s Statement City of Time (Taiyuan) Dear Shareholders, During the Year, the overall growth rate of China’s real estate industry slowed down. The central government On behalf of the board (the “Board”) of directors (the clearly defined the goal of “Stabilizing land prices, ”Directors”) of Ronshine China Holdings Limited (the housing prices and related expectations”, continued to “Company” or “Ronshine”), I am pleased to present adhere to the positioning of “housing is for living, not the annual results of the Company and its subsidiaries for speculation” and implemented long-term control (the “Group”) for the year ended 31 December 2019 (the mechanism of “one city, one policy”. Therefore, the “Year”). real estate market has generally maintained smooth operation. According to the data of National Bureau Market Review of Statistics, the sales data of the real estate market continued to grow positively in 2019. The sales of In 2019, the global economy has entered synchronized commodity housing amounted to RMB15,972.5 billion for slowdown with increasing uncertainty. In face of the Year, representing an increase of 6.5% as compared increasing domestic and foreign risks and challenges, with 2018, while sales area amounted to 1,715.58 million China has maintained stable progress in economic sq.m. for the Year, basically the same as last year. development, with the gross domestic product in 2019 amounting to nearly RMB100 trillion, an increase of 6.1% as compared with 2018, representing one of the top growth rates among the world’s main economies, and continued to push the world economic growth as an important engine. 6 2019 Annual Report Chairman’s Statement Platinum Bay (Xiamen) NEO (Hangzhou) City of Time (Zhengzhou) Business Review The Group became a property developer with contracted sales over RMB100 billion in 2018, since then, the Group Facing the opportunities and challenges of times, the has abided by the keynotes of quality first and steady Group unwaveringly upheld the vision of “become a progress and maintained steadily improvement of various property developer leader with quality and a service profit indicators in 2019. For the year ended 31 December provider for an ideal life”, and insisted on strategic policy 2019, the Group recorded revenue of RMB51.5 billion, an of “focus, balance and alliance with giants”. By closely increase of 49.75% as compared with last year; with its monitoring and capitalizing on the development trend gross profit and net profit amounting to RMB12.5 billion and precisely following industrial changes and market and RMB5.9 billion, representing an increase of 54.68% cycle, the Group achieved steady growth in performance and 69.78%, respectively, as compared with last year. and gradual decrease in net debt ratio, and significantly During the Year, the Group recorded contracted sales optimized its capital structure during the Year. While of RMB141.3 billion, an increase of 15.94% as compared gaining high recognition from the capital market, the with last year, successfully achieved the annual target Group has become an outstanding force in China’s of RMB140 billion set at the beginning of the year during urbanization process. adverse market conditions. Also, the Group recorded a contracted gross floor area of 6.55 million sq.m. and 7 Ronshine China Holdings Limited Chairman’s Statement an average contracted sales price of RMB21,583 per tier cities, the Group proactively expanded from cities sq.m. which ranked at the top of the industry. In terms with existing business presence to surrounding satellite of regional sales, the Group has laid a solid foundation cities with obvious spillover demand, net inflows of in the Yangtze River Delta and west coast of Straits, population and emerging industry planning. The Group reflecting clearly its regional ranked competitive strength. has successfully enhanced its premium pricing capability According to China Real Estate Information Corporation, and overall market share by creation of benchmarking the Group ranked first in terms of equity sales in Fuzhou city projects and cultural communities of high quality, and ranked fourth in terms of equity sales in Hangzhou in which have laid a solid foundation for future growth. 2019 (calculated by the proportion of the Group’s equity interest in