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万科企业股份有限公司2012年年度报告(英文版) 下载公告
公告日期:2013-02-28
                                         2012 Annual Report
Important Notice:
The Board of Directors, the Supervisory Committee and the Directors, members of the Supervisory Committee and
senior management of the Company warrant that in respect of the information contained in this report, there are
no misrepresentations or misleading statements, or material omission, and individually and collectively accept full
responsibility for the authenticity, accuracy and completeness of the information contained in this report.
Chairman Wang Shi, Director Yu Liang, Director Sun Jianyi, Director Xiao Li, Independent Director Zhang
Liping, Independent Director Hua Sheng, Independent Director Elizabeth Law attended the board meeting in
person. Deputy Chairman Qiao Shibo and Director Jiang Wei were not able to attend the board meeting in person
due to their business engagements and had authorised Director Yu Liang to represent them and vote on behalf of
them at the board meeting. Director Wang Yin was not able to attend the board meeting in person due to business
engagements and had authorised Director Xiao Li to represent him and vote on his behalf at the board meeting.
Independent Director Qi Daqing was not able to attend the board meeting in person due to business engagements
and had authorised Independent Director Elizabeth Law to represent him and vote on his behalf at the board
meeting.
The Company’s proposal on dividend distribution for the year 2012: Based on the number of shares on the record
date for dividend distribution, a cash dividend of RMB1.8 (including tax) will be distributed for every 10 existing
shares held.
Chairman Wang Shi, Director and President Yu Liang, and Executive Vice President and Supervisor of Finance
Wang Wenjin declare that the financial report contained in the annual report is warranted to be true and complete.
     To Shareholders ……………………………………………………….……………………….……………
     Basic Corporate Information …………………………………………………………………..…………
     Accounting and Financial Highlights…………………………………………………………..…………
     Directors’ Report…………………………………………………………………………………………….. 4
     Significant Events ……………………………………………………………………………………………
     Change in Share Capital and Shareholders……………………………………………………………… 50
     Directors, Members of Supervisory Committee, Senior Management and Employees….…………. 54
     Corporate Governance Structure………………………………………………………………………….. 59
     Report of Supervisory Committee ………………………………………………………………………… 62
     Internal Control …………………………………………………………………………………………….. 64
     Financial Report ……………………………………………………………………………………………. 64
                                                      Page 1
I. To Shareholders
2012 was a relatively peaceful year, for a seemingly capricious property development industry in China. It is not
certain whether it was a superficial serenity above an undercurrent or in fact the beginning of an era of stability.
The truth could only be told when the present becomes history. For us who follows the path of history, we could
only wait for the answer to be unveiled.
Has the era of rapid growth in China’s housing prices come to an end? There are no short of accidents in history,
and over-confidence in judgment may lead to assertive conclusion. Nevertheless, it would be safe for us to say
that the era has come to a halt. We believe it is “safe” to draw this conclusion from three aspects; first, it is a
general public expectation, second, it is sensible based on rational analysis, and it is highly probable.
Although the judgement is not conclusive, it is sufficient for corporate interpretation in decision-making.
Corporate decisions are always choices made out of incomplete information in the face of uncertainty.
If we believe that the rapid growth in housing prices has ended, it, in fact, does not matter whether the market
continues to fluctuate or remain stable in future, since corporations can now pursue a long-term strategy that is
applicable to both volatile and steady market conditions.
The main points of the strategy are not complicated. They can be summarized as follows: First, to address the
genuine demand of end-users, rather than investment expectation; second, to rely on professionalism to make a
profit, instead of boldness in investment or “access” to acquire resources; third, quick turnaround and prudent
investment approach; and fourth, not to compromise Vanke’s bottom lines in operation, including product quality,
financial security and legal compliance and integrity, while seeking sustainable development that complements the
nature and social harmony.
Putting it in layman’s terms, focus of Vanke’s operation strategies can be expressed in three phrases: Vanke’s long-
term strategy is to achieve housing standardisation, including furbished units, prefabrication and green building;
no hoarding of land nor stalling in home sales, and not to acquire supreme land lot; and to build affordable and
liveable quality homes.
In 2012, over 80% of units delivered by Vanke were furbished units, and 90% of the Company’s products sold
were small and medium sized units below 144 sq m. Since property investors normally prefer large-sized and
undecorated units, the statistics indicate that the Company’s customers were home-buyers/end-users. Evidenced
by the complete industry cycle since 2008, demand from end-users remained rock solid, regardless of changes in
policy environment and market situation.
The volume of the Company’s land bank is determined by the area necessary for development in the next two to
three years. It is considered to be the lowest attainable level for maintaining stable operation and growth in an
open land market. It is also among the lowest benchmark of leading property developers in the world.
Nevertheless, it has not impeded the growth of Vanke, nor does it affect acceleration in the Company’s return on
equity in recent years.
No land hoarding and stalling home sales mean quick turnaround. Not acquiring supreme land lot is the realization
of the Company’s extremely prudent investment approach. A property developer capable of quick turnaround is
closer in nature to a manufacturing enterprise. The maintenance of rapid turnaround is instrumental to continued
improvement of the Company’s professionalism. A combination of quick turnaround and prudent investment
approach could then ensure safety and flexibility in the Company’s operations amid possible fluctuations in the
market.
Vanke’s strategy of offering furbished units has basically been accomplished. The Company’s strategic focus in
the coming few years will shift to prefabrication. Abilities in managing large-scale production, quality assurance,
construction efficiency, in addition to economies of scale and environmental protection brought along by
prefabrication is gradually becoming the Company’s professional niches. In comparison, furbished units can be
easily duplicated, while prefabrication can hardly be imitated. Vanke has been exploring the technique of
prefabrication for more than a decade, and the first-mover advantage brought forward by prefabrication will be
more significant than that from furbished units.
All endeavours and competitive edges of an enterprise are eventually reflected in the value created for its investors.
2013 marks the final year of the three decades of Vanke’s development, and 30 years is by no means a short period
                                                       Page 2
of time. We are thankful for the shareholders’ continued support to and confidence in Vanke’s management team.
You can be rest assured that, we will remain young and energetic at heart, although we are becoming a mature
enterprise. We will continue to pursue our dreams with passion, in order to fulfil, with honour, our duty entrusted
by the shareholders.
II. Basic Corporate Information
1.  Company name (Chinese): 万科企业股份有限公司
    Company name (English): China Vanke Co., Ltd. (“Vanke”)
2. Legal representative: Wang Shi
3. Secretary of the Board: Tan Huajie
    E-mail address: IR@vanke.com
    Securities Affairs Representative: Liang Jie
    E-mail address: IR@vanke.com
4. Contact address: Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the People’s
    Republic of China
5. Telephone number: 0755-25606666
    Fax number: 0755-25531696
6. Registered address: Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the People’s
    Republic of China
    Postal code: 518083
    Office address: Vanke Center, No. 33 Huanmei Road, Dameisha, Yantian District, Shenzhen, the People’s
    Republic of China
    Postal code: 518083
7. Website: www.vanke.com
    E-mail address: IR@vanke.com
8. Media for disclosure of information: “China Securities Journal”, “Securities Times”, “Shanghai Securities
    News” , “Securities Daily” and an English publication in Hong Kong
    Website for publication of annual reports: www.cninfo.com.cn
9. Place for annual report collection: The Office of the Company’s Board of Directors
10. Stock exchange on which the Company’s shares are listed: Shenzhen Stock Exchange
11. Company’s share abbreviation and stock codes on the stock exchange: Vanke A, 000002
                                                                             Vanke B, 200002
12. First registration date of the Company: 30 May 1984; location: Shenzhen
             Date of change in registration: 13 April 2010; location: Shenzhen
13. Corporate legal person business registration no.: 440301102900139
14. Taxation registration code: Local taxation registration code: 440300192181490
                                    State taxation registration code: 440300192181490
15. Organisation code: 19218149-0
16. The name and address of the certified public accountants appointed by the Company:
     KPMG Huazhen (Special General Partnership) Certified Public Accountants:
     8/F, Office Tower E2, Oriental Plaza, 1 East Chang An Avenue, Beijing
     Accountant-in-charge:Li Wanwei, Wen Huaxin
III. Accounting and Financial Highlights
1. Three-year financial information summary (Unit: RMB’000)
                                                      Page 3
                                                      2012           2011              Change
     Revenue                                           96,859,914    67,709,396               43.1%   47,763,550
     Share of profits less losses of associates
                                                                                              38.2%
     and jointly controlled entities                       889,787      643,988                          291,703
     Profit before income tax                                                                 31.8%
                                                       25,697,537    19,490,060                       14,542,867
     Income tax expense                                                                       27.2%
                                                     (10,034,949)    (7,890,454)                      (5,703,257)
     Profit for the year                                                                      35.0%
                                                       15,662,588    11,599,606                        8,839,611
     Profit attributed to minority                                                            57.6%
                                                      (3,111,406 )   (1,974,731)                      (1,556,483)
     Profit attributed to Equity shareholders
                                                                                              30.4%
     of the Company                                    12,551,182     9,624,875                        7,283,127
     Basic earnings per share                                                                 29.5%
                                                              1.14          0.88                              0.66
     Diluted earnings per share                                                               29.5%
                                                              1.14          0.88                              0.66
     Dividend per share                                                                       38.5%
                                                              0.18          0.13                              0.10
2. Impact of IFRS Adjustments on Net Profit (Unit: RMB’000)
                                        Items                           Net profit for 2012
      As determined pursuant to PRC accounting standards
                                                                                   12,551,182
      As restated in conformity with IFRS
                                                                                   12,551,182
IV. Directors’ Report
1. Management Discussion and Analysis
Changes in market environment, and the Company’s perspective
The area of residential property sold in the 14 cities (Shenzhen, Guangzhou, Dongguan, Foshan, Shanghai,
Suzhou, Wuxi, Hangzhou, Nanjing, Beijing, Tianjin, Shenyang, Chengdu, and Wuhan) where the Company paid
high regard to, continued to shrink in 2010 and 2011, representing year-on-year decline of 29.6% and 19.2%
respectively. Since March 2012, there was an improvement in the residential market sentiment in these cities. As
the comparative figure was relatively small, rebound in property sales was notable. In 2012, the sales area of the
abovementioned cities increased 34.3% year-on-year. Nevertheless, it still represented a drop of 23.6% as
compared to that of 2009.
With the recovery of residential property sales in major cities, China’s accumulative sales volume in November
2012 ended the downward trend since the beginning of the year. The sales area of commodity housing for the full
year was 985,000,000 sq m, representing an increase of 2.0% when compared with that of last year. However, the
slowdown in the growth rate of China’s commodity housing sales since 2010 remained significant. The trend in
different regions also varied to a great extent. The outlook for residential property sales in the cities below
prefecture level in the mid-western region was still gloomy.
With respect to new housing supply, the aggregate approved pre-sales area of the abovementioned 14 cities in
2012 decreased by 6.8% as compared to that of the previous year. As supply dropped and sales increased, the ratio
of sales area of commodity housing to approved pre-sales area of new housing in these cities in 2012 increased to
1.01, reflecting a substantial surge when compared with 0.70 in 2011. The market was close to an equilibrium.
This, to a certain extent, had eased the pressure of rising inventory since the beginning of 2011. As at the end of
the year under review, the housing inventory available for sale (commodity housing that had been granted sales
permit but had not been sold) in these 14 cities had an aggregate area of approximately 116 million sq m, which
remained basically the same as that of the corresponding period of last year. The time taken to clear housing
inventory (based on the calculation of the moving average sales area in the last 3 months) was shortened from the
                                                           Page 4
longest period of 21.7 months as at the end of February 2012 to 10.2 months.
The decline in new supply, to a certain extent, reflected the impact of previous market adjustment on enterprises’
investment in property development. During the year under review, the completed residential development
investment in China showed an 11.4% year-on-year increase, indicating the lowest growth rate in the past 10 years.
The floor area of residential properties commenced construction across China decreased by 11.2% year-on-year,
which was rarely seen in the past few years.
The Company had predicted that enterprises with greater capital strength would be able to seize more
opportunities as land supply increased in the second half of 2012. During the year under review, the change in
land market conformed to the Company’s view. In the 16 major cities where statistics are accessible by the public
(Shenzhen, Guangzhou, Dongguan, Foshan, Shanghai, Hangzhou, Nanjing, Suzhou, Ningbo, Beijing, Tianjin,
Shenyang, Dalian, Chengdu, Wuhan, and Chongqing), the area of land supplied in the first half of the year
dropped by 1.4% year-on-year, but increased by 25.4% year-on-year in the second half of the year. About 68.9%
of the area of land supplied for the full year concentrated in the second half of the year. As property developers’
liquidity improved and their investment desire inflated, there were fewer aborted land auctions. During the second
half of the year, part of the land market in certain cities became relatively active, with more land lots changed
hands at a premium. Nevertheless, there was no noticeable increase in the land price in the second half of the year.
The activities in the land market in general had been fairly rational.
In order to facilitate a reasonable expansion of monetary credit financing, the People’s Bank of China had lowered
0.5 percentage point of the deposit reserve ratio twice in the first half of 2012, and lowered deposit and lending
interest rates in June and July respectively. According to the report of the central bank, China’s new mortgage
loans for 2012 amounted to RMB1,346.5 billon, up by RMB89.7 billion from that of last year. However, the
increase in mortgage loans represented 17.4% of the total increments of various types of loans during the year and
a slight 0.1 percentage point decrease year-on-year. Although the financing environment in the property market
had improved from 2011, fundamental improvement had yet to be seen. Broadening financing channels and
enhancing capital stability continued to be paramount for corporations.
2012 operating results and analysis
During the year under review, the Company continued its focus on the mainstream market. Satisfactory sales
results were achieved with proactive sales promotion by adjusting the momentum of new project launches in
accordance with changes in market sentiment.
In 2012, the Company realized a sales area of 12,956,000 sq m and a sales amount of RMB141.23 billion,
representing year-on-year increases of 20.5% and 16.2% respectively. The sales amount, again, marked a new
industry record.
By geographical segment, the Company realised a sales area of 4,128,000 sq m and a sales amount of RMB46.82
billion in Pearl River Delta focused Guangshen Region; a sales area of 2,557,000 sq m and a sales amount of
RMB32.97 billion in Yangtze River Delta focused Shanghai Region; a sales area of 3,460,000 sq m and a sales
amount of RMB36.99 billion in Bohai-rim focused Beijing Region; a sales area of 2,811,000 sq m and a sales
amount of RMB24.45 billion in Chengdu Region, which comprises core cities of Central and Western Region.
Residential properties sold by the Company continued to be dominated by small to medium sized ordinary
commodity housing units. Residential units with an area under 144 sq m accounted for 90% of all the residential
units sold.
During the year under review, the Company realised a booked area of 8,993,000 sq m and booked revenue of
RMB95.42 billion, representing increases of 60.0% and 43.2% year-on-year respectively. In 2012, the Company’s
revenue reaching RMB96.86 billion, representing an increase of 43.1% year-on-year. The Company’s net profit in
2012 surged by 30.4% year-on-year to RMB12.55 billion.
The average booked price of the Company’s property business was RMB10,610 per sq m, repr

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