Shanghai Jin Jiang International Hotels Development Co., Ltd. 2014 Annual ReportStock code: 600754、900934 Stock name: JINJIANG SHARES
Shanghai Jin Jiang International Hotels
Development Co., Ltd.
2014 Annual Report
Important Notice
(I) The Board of Directors and Board of Supervisors of the Company and all its members and
senior management ensure that the information contained in this Report are free from any
false statement, misrepresentation or significant omission and will bear the joint and
several liabilities for the truth, accuracy and completeness of the contents of the Report.
(II) The 36th Meeting of the 7th Session of Board of Directors of the Company approved the
annual report on 26 March, 2015. All directors attended the board meeting.
(III) The financial statements for the year ended 31 December 2014 prepared in accordance
with Accounting Standards for Business Enterprises are audited by Deloitte Touche
Tohmatsu CPA LLP. and issued an auditor’s report with unqualified opinion for these
financial statements (De Shi Bao Shen Zi (15) No. P0386).
(IV) Mr. Yu Minliang, Chairman of Board and legal representative of the Company, Mr. Lu
Zhenggang, Chief Executive Officer (“CEO”) and person in charge of accounting
function of the Company, Ms. Wu Lin person in charge of accounting department,
declare to guarantee the authenticity, accuracy and integrity of the financial statements
in this Annual Report.
(V) The plan of profit distribution and surplus converted to share capital during the reporting
period discussed by the board as follows.
The Company plans to distribute a cash dividend of RMB4.00 (tax included) to every
10 shares held by all shareholders on the basis of 804,517,740 shares in total at the end
of 2014; Dividend of B shares will be paid in US dollars, converted by the middle
market exchange rate of PBOC in the next working day after the distribution proposal
Shanghai Jin Jiang International Hotels Development Co., Ltd. 2014 Annual Reportis approved in the general meeting. The company had no plan of capital surplus
converted to share capital 2014.
The plan of distribution of profit hadn't been delivered to the shareholders' meeting for
approval.
(VI) The prospective description such as plans and development strategy in the annual
report shouldn't be considered as the commitment to the investors. Please pay attention
to the investment risk.
(VII) The Company has no non-operating funds occupied by holding shareholder and its
related parties.
(VIII) The Company has no guarantees provided violating the stipulated decision-making
process.
(IX) The Annual Report is published in Chinese and English respectively. Should there be
any inconsistency between the Chinese and English versions, the Chinese version shall
prevail.
Shanghai Jin Jiang International Hotels Development Co., Ltd. 2014 Annual ReportContents
I. Definition and important Notice … 4
II. Basic Information of the Company… 7
III. Financial Highlights ….…10
IV. Report of the Board of Directors … 12
V. Significant Events ….. 48
VI. Changes of Share Capital and Particulars of Shareholders … 57
VII. Directors, Supervisors, Senior Management and staff …...…… 64
VIII. Governance Structure of the Company …….. 72
IX. Internal Control ….. 78
X. Financial Reports …. 79
XI. Document for reference… 80
Shanghai Jin Jiang International Hotels Development Co., Ltd. 2014 Annual ReportI. Definition and important Notice
①. Definition
In this report，the words below had the meanings as following except for other requirements.
Commonly used words
Company/ the company/ Jin
Jiang Hotels
as
Shanghai Jin Jiang International Hotels Development
Co., Ltd.
Jin Jiang Hotels Group as
Shanghai Jin Jiang International Hotels(Group)Co.,
Ltd.，the holding company of the Jin Jiang hotels
Jin Jiang International as
Jin Jiang International (Holdings) Co., Ltd.，the ultimate
holding company of Jin Jiang Hotels and Jin Jiang Hotels
Group
Jin Jiang Metropolo as
Shanghai Jin Jiang Metropolo Hotels Management Co.,
Ltd.
Jin Jiang Inn as Jin Jiang Inn Co., Ltd.
Hotels Investment as
Shanghai Jin Jiang International Hotels Investment Co.,
Ltd.
Goldmet Inn as Shanxi Goldmet Inn Management Co., Ltd.
Smartel as Smartel Management Co., Ltd.
Da Hua Hotel as Shanghai Jin Jiang Da Hua Hotel Co., Ltd.
Minhang Hotel as Shanghai Minhang Hotel Co., Ltd.
Jin Pan Hotel as Shanghai Jin Pan Hotel Co., Ltd
East Asia Hotel as
Shanghai Jin Jiang International Hotels Development
Co., Ltd. East Asia Hotel
Nan Jing Hotel as
Shanghai Jin Jiang International Hotels Development
Co., Ltd.Nan Jing Hotel
Metropole Hotel as
Shanghai Jin Jiang International Hotels (Group) Co., Ltd.
Metropole Hotel
New Asia Hotel as
Shanghai Jin Jiang International Hotels (Group) Co., Ltd.
New Asia Hotel
Huating Guest House as
Shanghai Jin Jiang International Hotels (Group) Co., Ltd.
Huating Guest House
Jinshajiang Hotel as
Shanghai Jin Jiang International Hotels (Group) Co., Ltd.
Jinshajiang Hotel
BaiYulan Hotel as
Shanghai Jin Jiang International Hotels (Group) Co., Ltd.
BaiYulan Hotel
Qing Nianhui Hotel as
Shanghai Jin Jiang International Hotels (Group) Co., Ltd.
Qing Nianhui Hotel
Catering Investment as
Shanghai Jin Jiang International Catering Investment Co.,
Ltd.
New Asia Food as Shanghai New Asia Food Co., Ltd.
Jinjiang Food as
Shanghai Jinjiang International Food & Catering
Management Co.,Ltd.
Jinzhu Catering as Shanghai Jinzhu Catering Management Co.,Ltd.
Shanghai Jin Jiang International Hotels Development Co., Ltd. 2014 Annual ReportJinya Catering as
Shanghai Jinya Catering Management Co.,Ltd.(Name
before changed is Shanghai New Asia Café de Coral
Co.,Ltd.)
Jin Jiang Tung Lok as Shanghai Jin Jiang Tung Lok Catering Management Inc.
Shanghai Yoshinoya as Shanghai Yoshinoya Co.,Ltd.
Shanghai KFC as Shanghai Kentucky Fried Chicken Co., Ltd.
New Asia Fulihua as Shanghai New Asia Fulihua Catering Co., Ltd.
HangzhouKFC as Hangzhou Kentucky Fried Chicken Co., Ltd.
Wuxi KFC as Wuxi Kentucky Fried Chicken Co., Ltd.
Suzhou KFC as Suzhou Kentucky Fried Chicken Co., Ltd.
Jing An Bakery as Shanghai Jing An Bakery Co., Ltd.
Jin Jiang Finance as Jin Jiang International Finance Co., Ltd.
Changjiang Securities as Changjiang Securities Co., Ltd.
Shenyin & Wanguo as Shenyin & Wanguo Securities Co., Ltd
Shenwan Hongyuan as Shenwan Hongyuan Group Co., Ltd.
Hony capital Hony Capital (Shanghai) Co., Ltd.
CSRC as China Securities Regulatory Commission
SSE as Shanghai Stock Exchange
SEHK as The Stock Exchange of Hong Kong Ltd.
SHSAC as
Shanghai State-Owned Assets Supervision and
Administration Commission of Shanghai Municipal
Government
Company law as The Company Law of The People's Republic of China
Securities law as The Securities Law of The People's Republic of China
RevPAR as
The average daily revenue from per available room，
Average room revenues=average daily room rate×
average occupancy rate
EBITDA as
Earnings Before Interest， Taxes， Depreciation and
Amortization
Articles of the company as
Articles of Shanghai Jin Jiang International Hotels
Development Co., Ltd.
Reporting period, This year,
The end of reporting period,
this year, The end of this
year
as 01/01/2014-12/31/2014, 12/31/2014
Last reporting period, last
year, The end of last
reporting period, The end of
last year
as 01/01/2013-12/31/2013, 12/31/2013
Yuan,'0Yuan as RMB Yuan、RMB‘0Yuan
Shanghai Jin Jiang International Hotels Development Co., Ltd. 2014 Annual Report② Important Notice
The company has described the potential risks in the report in details. Please refer to the
text of discussion and analysis of the board of directors on the risks that the company would
face in the development in chapter four.
Shanghai Jin Jiang International Hotels Development Co., Ltd. 2014 Annual ReportII. Basic Information of the Company
1. Information of the Company
Chinese legal name 上海锦江国际酒店发展股份有限公司
Abbreviation for Chinese legal name 锦江股份
English name
Shanghai Jin Jiang International Hotels Development
Co., Ltd.
Abbreviation for English name JINJIANG SHARES
Legal representative Yu Minliang
2. Contact person and contacts
Secretary to the Company's Board
of Directors
Securities Deputy
Name Hu Min Zhang Jue
Contact address 25th Floor, No.100 Yan'an Road
East, Shanghai
25th Floor, No.100 Yan'an Road East,
Shanghai
Telephone:
86-21-63217132 86-21-63217132
Fax:
86-21-63217720 86-21-63217720
E-mail:
JJIR@jinjianghotels.com JJIR@jinjianghotels.com
3. Basic Introduction
Registered address
4th Floor, No.889, South Yang Gao Road, Pu Dong New
District, Shanghai, People's Republic of China (District B)
Zip code of the registered address 200127
Business address 25th Floor, No.100 Yan'an Road East, Shanghai
Zip code of business address 202
Internet website address http://www.jinjianghotels.sh.cn
E-mail JJIR@jinjianghotels.com
4. Information disclosure and venue for preparation and storage
Name of newspapers for information disclosure Shanghai Securities News, Ta Kung Pao
Internet website address designated by the CSRC
for the publication of the annual report
http://www.sse.com.cn
Venue for annual report preparation and storage Secretarial Office to the Company's Board of
directors
Shanghai Jin Jiang International Hotels Development Co., Ltd. 2014 Annual Report
5. Brief of the stock
Stock exchange for listing of the Company's
Stock Type Stock Exchange Abbreviation Stock code
Abbreviation
before changed
A share Shanghai Stock Exchange Jinjiang Shares 600754 New Asia Shares
B share Shanghai Stock Exchange Jinjiang B Shares 900934 New Asia B Shares
6. The change of registration of the company in the reporting period
1. Basic Information
Registered date 12/13/1994
Registered address
4th Floor, No.889, South Yang Gao Road, Pu Dong New
District, Shanghai, People's Republic of China (District
B)
Business License Registration Number 310400101473
Tax registration number 310115132203715
Organization registration code 13220371-5
2. Relevant query index of first-time registration of the company
First-time registration date of the company was June 9th, 1993, which you can refer to the basic
information of the company in 2011 annual report for details.
3. The changes of business after listed
On 11 Nov. 2009, the 1st temporary general meeting of shareholders of 2003 considered and
approved "the proposed scheme of transaction of assets replacement of the Company with Jin
Jiang International" which made hotels and catering as the core of the business structure.
On 23 October 2009, the 1st temporary general meeting of shareholders of 2009 considered and
approved "the proposed scheme of related party transaction of significant assets replacement and
procurement of the Company". On 12 May 2010, the scheme of above related party transaction of
significant assets replacement and procurement was approved by China Securities Regulatory
Commission (“CSRC”). According to the "Reorganization Agreement of Assets Replacement between
Shanghai Jin Jiang International Hotels Development Co., Ltd. and Shanghai Jin Jiang International
Hotels (Group) Co., Ltd" signed by the Company and Jin Jiang Hotels Group on 28 August 2009, the
agreed date of transactions is the last day of the month when CSRC approved the transaction of assets
replacement and procurement, 31 May 2010. The company completed the transition with Jin Jiang
Hotels Group in Shanghai United Assets and Equity at the date of transactions. Though the significant
assets replacement, the company's business changed from operation and investment of hotels,
management of star-hotels and investment of chain restaurants to economy hotels and investment of
chain restaurants.
Shanghai Jin Jiang International Hotels Development Co., Ltd. 2014 Annual ReportIn March 2013, according to the business positioning by company controlling shareholder, the
company will be committed to the development of limited service hotel (including the economy hotel
and limited service business hotel) while Jiang Hotels Group, the business covers the full-service hotel
and the limited service hotel.
4. The changes of holding shareholders after listed
On 16 June, 1995, approved by Office of State-owned Assets of Shanghai, as well as Financial and
Trade Office of Shanghai, Shanghai New Asia Group Co., Ltd was established formally, and
authorized on behalf of the state held 163,641,500 of state shares of the Company.
In June 2003, the controlling shareholder of the Company with the Jin Jiang Hotels Group restructured
Jin Jiang International Hotels (Group) Co., Ltd. based on the state-owned assets restructure.
In August 2003, the overall national equity of Shanghai New Asia Group Co., Ltd, the controlling
shareholder of the Company was transferred to Jin Jiang International Hotels (Group) Co., Ltd. As a
result, Jin Jiang International Hotels (Group) Co., Ltd. became actual controller of the company.
In July 2005, Shanghai New Asia Group Co., Ltd, the controlling shareholder of the Company was
renamed to Shanghai Jin Jiang International Hotels (Group) Limited.
In January 2006, Shanghai Jin Jiang International Hotels (Group) Limited, the controlling shareholder
of the Company was renamed to Shanghai Jin Jiang International Hotels (Group) Co., Ltd.
7. Other Related Information
The name of accounting firm hired by the
Company (domestic)
Name
Deloitte Touche Tohmatsu CPA
LLP
Address
29th Floor, Bund Center No.222
Yan'an Road East, Shanghai
Name of auditor
Mr. Ni Min
Ms. Chen Xuwen
The name of security firm to perform
continuous supervision duties in the
reporting period
Name Shenwan Hongyuan Securities
Underwriting Sponsors Co., Ltd.
The name of sponsor institution
Address No.171 Changshu Road Shanghai
Name of sponsors
Mr. Zhang Wei
Ms. Yuan Qiang
Period of
supervision
12/6/2014-12/31/2015
Shanghai Jin Jiang International Hotels Development Co., Ltd. 2014 Annual ReportIII. Financial Highlights
(I) Principal financial data and financial indicators as at the reporting end and recent three
reporting period
i. Principal financial data
Unit: RMB
Principal financial data 2014 2013
Flux (%)
compared to
previous yearRevenue 2,913,104,838.78 2,684,410,918.19 8.52 2,335,992,197.59
Net profit for the year
attributed to shareholders
of the Company
487,168,241.61 377,473,299.77 29.06 369,157,061.28
Net profit for the year
attributed to shareholders
of the Company, deducting
the non-routine profit/loss
141,689,139.14 218,649,382.30 -35.20 293,831,409.54
Net cash flows from
operating activities
559,229,653.67 639,137,604.27 -12.50 555,664,535.32
The end ofThe end ofFlux (%)
compared to
previous year
The end fOwners’ equity
(shareholders’ equity)
attributable to shareholders
of the Company
8,698,798,318.06 4,343,634,098.04 100.27 4,246,411,923.90
Total assets 11,362,507,114.92 7,083,066,751.12 60.42 5,412,172,930.75
ii. Principal financial indexes
Principal financial indexes 2014 2013
Flux (%) compared to
previous yearBasic earnings per share
( Yuan/share ) 0.7857 0.6257 25.57
0.6120
Diluted earnings per share
( Yuan/share ) N/A N/A N/A
N/A
Basic earnings per share after
deducting the
non-routine profit/loss
( Yuan/share )
0.2285 0.3625 -36.97 0.4871
Weighted average of return
on net assets (%)
10.41 8.87
Increased by 1.54
percentage point
8.99
Weighted average of return
on net assets
after deducting the
non-routine profit/loss (%)
3.03 5.14
Decreased by 2.11
percentage point
7.15
Shanghai Jin Jiang International Hotels Development Co., Ltd. 2014 Annual Report(II). The differences of accounting data under domestic and overseas accounting standards
1. The difference of net profit and net assets attribute to shareholders in the financial report according
to international accounting standards and PRC accounting standards simultaneously
□Applicable √Not applicable
2. The difference of net profit and net assets attribute to shareholders in the financial report according
to foreign accounting standards and PRC accounting standards simultaneously
□Applicable √Not applicable
(III). Extraordinary gain and losses
√Applicable □Not applicable
Unit: RMB
Item 2014 2013 2012
Profit or loss on disposals of non-current
assets -2,494,685.04 3,656,417.08 -2,951,446.37
Government grants recognised in profit and
loss for the current year (except government
grants that is highly business related and
determined based on a fixed scale according
to the national unified standard)
25,481,733.17 24,244,771.49 16,158,472.70
Investment income from changes in fair
value of held-for-trading financial assets
and liabilities and disposals of financial
assets, liabilities and available-for-sale
financial assets except effective hedging
transactions related to the Group's normal
business
423,943,436.69 175,389,221.21 77,848,717.74
Reversal of specific bad debt provision - 1,045,203.95 198,557.69
Other non-operating net income 8,513,773.46 3,753,641.42 10,967,388.69
Net profit attributable to minority interest -87,402.50 -163,873.25 -3,138,641.49
Tax effect of non-recurring profit or loss -109,877,753.31 -49,101,464.43 -23,757,397.22
Total 345,479,102.47 158,823,917.47 75,325,651.74
(IV) Items measured at fair value
Unit: RMB
Item
Balance at the
beginning of year
Balance at the end
of year
Compared to the
previous year
Impact on profit for
the current period
Available-for-sale
financial assets 1,049,208,796.40 2,389,181,673.99 1,339,972,877.59 472,086,693.87
Shanghai Jin Jiang International Hotels Development Co., Ltd. 2014 Annual ReportIV.Reports of the Board of Directors
(I) Management Discussion and Analysis
This year, facing to complex and volatile business environment, the company has still finished major
operations tasks well this year by implementing the development strategy unswervingly, implementing
the integration measures actively, and strengthening operational management.
On June 13, 2014, the proposal of non-public offering of A shares was passed through the seventh twenty-second board meeting. This proposal got an approval in the 2014 first temporary shareholders' meeting on
July 2, 2014. The company received ,<"Shanghai Jin Jiang
International Hotels Development Co., Ltd. non-public offering of stock issuance Report >.
The company's non-public offering of A shares, will help accelerate the company's limited-service hot
