Agile_IR18_180830_5C cover_OP.pdf 1 30/8/2018 下午12:09 AGILE GROUP HOLDINGS LIMITED AG 雅居樂集團控股有限公司 ILE (Incorporated in the Cayman Islands with limited liability) Stock Code: 3383 GROUP HOLDINGS LIMITED HOLDINGS GROUP （於開曼群島註冊成立的有限公司）股份代號: 3383 Interim Report Develop our future with 2018 vision and enthusiasm 雅居樂集團控股有限公司 中期報告 遠 見 心 建 共建未 來 C M Y CM www.agile.com.cn MY CY CMY K INTERIM REPORT 2018 REPORT INTERIM 中期報告 Contents 2 Corporate Information 4 Financial Highlights 5 Chairman’s Statement 10 Management Discussion and Analysis 17 Interim Consolidated Balance Sheet 19 Interim Consolidated Income Statement 20 Interim Consolidated Statement of Comprehensive Income 21 Interim Consolidated Statement of Changes in Equity 23 Interim Consolidated Statement of Cash Flows 25 Notes to the Interim Financial Information 71 Corporate Governance 72 Other Information Land Bank Table and Flagship Projects at a Glance 2 AGILE GROUP HOLDINGS LIMITED INTERIM REPORT 2018 Corporate Information Board of Directors Company Secretary Mr. Chen Zhuo Lin* (Chairman and President) Mr. Lam Ping Yuk Mr. Chan Cheuk Yin** (Vice Chairperson) Madam Luk Sin Fong, Fion** (Vice Chairperson) Authorised Representatives Mr. Chan Cheuk Hung* Mr. Chen Zhuo Lin Mr. Huang Fengchao* Mr. Lam Ping Yuk Mr. Chen Zhongqi* Mr. Chan Cheuk Hei** Auditor Mr. Chan Cheuk Nam** # PricewaterhouseCoopers Dr. Cheng Hon Kwan GBS, OBE, JP # Mr. Kwong Che Keung, Gordon Legal Advisors Mr. Hui Chiu Chung, Stephen# JP Mr. Wong Shiu Hoi, Peter# as to Hong Kong law: Sidley Austin LLP * Executive Directors Iu, Lai & Li Solicitors & Notaries ** Non-executive Directors # Independent Non-executive Directors as to PRC law: Jingtian & Gongcheng Board Committees Audit Committee as to British Virgin Islands and Cayman Islands laws: Mr. Kwong Che Keung, Gordon (Committee Chairperson) Conyers Dill & Pearman Dr. Cheng Hon Kwan GBS, OBE, JP Mr. Hui Chiu Chung, Stephen JP as to US and English law: Mr. Wong Shiu Hoi, Peter Sidley Austin LLP Remuneration Committee Principal Bankers Dr. Cheng Hon Kwan GBS, OBE, JP (Committee Chairperson) Bank of China Limited Mr. Kwong Che Keung, Gordon Industrial and Commercial Bank of China Limited Mr. Hui Chiu Chung, Stephen JP China Construction Bank Corporation Mr. Wong Shiu Hoi, Peter Agricultural Bank of China Limited Madam Luk Sin Fong, Fion The Bank of East Asia, Limited The Hongkong and Shanghai Banking Corporation Limited Nomination Committee Hang Seng Bank Limited Mr. Hui Chiu Chung, Stephen JP (Committee Chairperson) Standard Chartered Bank (Hong Kong) Limited Dr. Cheng Hon Kwan GBS, OBE, JP Mr. Kwong Che Keung, Gordon Registered Office Mr. Wong Shiu Hoi, Peter Cricket Square Madam Luk Sin Fong, Fion Hutchins Drive P.O. Box 2681 Risk Management Committee Grand Cayman KY1-1111 Mr. Huang Fengchao (Committee Chairperson) Cayman Islands Mr. Chan Cheuk Hung Mr. Chen Zhongqi Principal Place of Office in the PRC Mr. Wong Shiu Hoi, Peter 33rd Floor, Agile Center 26 Huaxia Road Zhujiang New Town Tianhe District, Guangzhou Guangdong Province PRC Postal Code: 510623 AGILE GROUP HOLDINGS LIMITED 3 INTERIM REPORT 2018 Corporate Information (continued) Principal Place of Business in Hong Kong Branch Share Registrar and 18/F., Three Pacific Place Transfer Office in Hong Kong 1 Queen’s Road East Tricor Investor Services Limited Hong Kong Level 22, Hopewell Centre 183 Queen’s Road East Principal Share Registrar and Hong Kong Transfer Office Telephone : (852) 2980 1333 Facsimile : (852) 2861 1465 SMP Partners (Cayman) Limited – Royal Bank House 3rd Floor Investor Relations 24 Shedden Road P.O. Box 1586 Capital Markets and Corporate Affairs Department Grand Cayman, KY1-1110 E-mail : [email protected] Cayman Islands Telephone : (852) 2847 3383 Facsimile : (852) 2780 8822 Website www.agile.com.cn Listing Information A Equity Securities The Company’s ordinary shares (stock code: 3383) are listed on the Main Board of The Stock Exchange of Hong Kong Limited (“Hong Kong Stock Exchange”). B Debt Securities (1) The Company’s debt securities listed on the Main Board of Hong Kong Stock Exchange: — 9% senior notes in an aggregate principal amount of US$500 million due 2020 (stock code: 5517) (2) The Company’s debt securities listed on the Official List of The Singapore Exchange Securities Trading Limited (“SGX”): (i) 8.5% senior notes in an aggregate principal amount of US$600 million due 2021 (ii) 5.125% senior notes in an aggregate principal amount of US$200 million due 2022 (3) The Company’s debt securities listed on the Shanghai Stock Exchange: (i) domestic non-public corporate bonds in an aggregate principal amount of RMB970 million due 2020 with a coupon rate of 7.50% (corporate bond code: 135690) (ii) domestic non-public corporate bonds in an aggregate principal amount of RMB1,800 million due 2021 with a coupon rate of 4.60% (corporate bond code: 135882) (iii) domestic non-public corporate bonds in an aggregate principal amount of RMB1,200 million due 2023 with a coupon rate of 5.70% (corporate bond code: 135883) (iv) domestic non-public corporate bonds in an aggregate principal amount of RMB3,000 million due 2020 with a coupon rate of 6.98% (corporate bond code: 145608) (4) The debt securities of Guangzhou Panyu Agile Realty Development Co., Ltd. (廣州番禺雅居樂房地產開發 有限公司) (an indirect wholly-owned subsidiary of the Company incorporated in China) listed on the Shanghai Stock Exchange: — domestic corporate bonds in an aggregate principal amount of RMB1,600 million due 2021 with a coupon rate of 4.7% (corporate bond code: 136134) C Capital Securities (1) The Company’s subordinated perpetual capital securities in an aggregate principal amount of US$700 million (stock code: 4593) are listed on the Main Board of Hong Kong Stock Exchange. (2) The Company’s senior perpetual capital securities in an aggregate principal amount of US$500 million are listed on the Official List of SGX. 4 AGILE GROUP HOLDINGS LIMITED INTERIM REPORT 2018 Financial Highlights Income Statement Highlights For the six months ended 30 June 2018 2017 Change Revenue (RMB million) 24,206 22,315 +8.5% Gross profit (RMB million) 12,018 8,324 +44.4% Gross profit margin 49.6% 37.3% +12.3 percentage points Profit for the period (RMB million) 4,280 2,306 +85.6% Net profit margin 17.7% 10.3% +7.4 percentage points Profit attributable to shareholders of the Company (RMB million) 3,759 1,859 +102.2% Basic earnings per share (RMB) 0.968 0.479 +102.1% Interim dividend per ordinary share (HK cents) 50.0 22.0 +127.3% Balance Sheet Highlights As at As at 30 June 31 December 2018 2017 Change Total assets (RMB million) 196,900 163,358 +20.5% Cash and cash equivalents (RMB million) 18,173 19,042 –4.6% Restricted cash (RMB million) 11,335 11,078 +2.3% Short-term borrowings (RMB million) 29,856 27,146 +10.0% Long-term borrowings (RMB million) 45,452 34,529 +31.6% Shareholders’ equity (RMB million) 39,396 36,335 +8.4% Return on equity (ROE)* 20.1% 16.6% +3.5 percentage points Total debt/total assets 38.2% 37.8% +0.4 percentage points Net debt/total equity 87.7% 71.4% +16.3 percentage points * Profit attributable to shareholders of the Company for the twelve months ended 30 June 2018 is adopted for calculation of ROE as at 30 June 2018. AGILE GROUP HOLDINGS LIMITED 5 INTERIM REPORT 2018 Chairman’s Statement Dear shareholders, I am pleased to report the interim results of Agile Group Holdings Limited (“Agile” or the “Company”) and its subsidiaries (collectively, the “Group”) for the six months ended 30 June 2018 (“Review Period”). Results and dividends For the Review Period, the revenue of the Group was RMB24,206 million, representing an increase of 8.5% when compared with the corresponding period of last year. The Group’s gross profit and profit for the period were RMB12,018 million and RMB4,280 million respectively, representing an increase of 44.4% and 85.6% when compared with the corresponding period of last year. Overall gross profit margin and net profit margin were 49.6% and 17.7% respectively, representing an increase of 12.3 percentage points and 7.4 percentage points when compared with the corresponding period of last year. Profit attributable to shareholders of the Company was RMB3,759 million, representing a significant increase of 102.2% when compared with the corresponding period of last year. The board of directors of the Company (the “Board”) has declared an interim dividend of HK50.0 cents per ordinary share for the six months ended 30 June 2018 (six months ended 30 June 2017: HK22.0 cents). Business review Since the Central Government emphasised on the positioning of “housing is for living in but not for speculation”, local governments have introduced a number of policies in succession to regulate the property market on the principle of “Differentiated Control and City-specific Policies”. In the first half of 2018, the majority of cities still maintained consistent and stable policies, which enabled the steady growth of the property market of Mainland China. In this stable and orderly market environment, the Group continued to adjust its marketing strategies flexibly and launched projects in a timely manner at reasonable prices. In addition, the Group was committed to implementing the business model of “focusing on property development, supported by a diversified range of businesses”, thereby obtaining encouraging results in a number of segments. Steady growth of property business and outstanding performance in property management business In respect of property development business, the accumulated pre-sales value of the Group including joint ventures and associates amounted to RMB46,550 million. The accumulated GFA pre-sold and average selling price were 3.551 million sq.