招商局地产控股股份有限公司 2012 年度报告全文
Annual Report 2012
Announcement No.:【CMPD】2013-009
Chapter 1 Important Notice, Content and Paraphrases
Important Notice:
Board of Directors, Supervisory Committee of China Merchants Property Development
Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior
executives hereby confirm that there are no any important omissions, fictitious statements or
serious misleading information carried in this report, and shall take all responsibilities,
individual and/or joint, for the authenticity, accuracy and integrality of the whole contents.
The preplans for profit distribution and for increasing capital stock transferred from
capital reserve during the report period examined by the Board of Directors of the Company
are: Taking the report period end shareholding equity 1,717,300,503 shares as the cardinal
number, for each ten shares, allot RMB 3.0 cash (including tax), and increasing capital stock
transferred from capital reserve is not performed.
Lin Shaobin—Legal Representative, Huang Peikun—Chief Financial Officer, and Xu
Yixia—Manager of Accounting Department hereby confirm that the Financial Report
enclosed in the Annual Report is true and complete.
Zhang Wei - Independent Director of the Company did not attend the meeting due to
business, and Chai Qiang -Independent Director was authorized to attend the meeting and
exercised the right to vote on behalf of him. All the rest Directors attended the meeting of
Board of Directors examining this report.
This report has been prepared in Chinese and English version respectively. In the
occurrence of differences due to interpretations of both versions, the Chinese report shall
prevail.
0
招商局地产控股股份有限公司 2012 年度报告全文
Content
Chapter 1. Important Notice, Content and Paraphrases………………………………..1
Chapter 2. Company Profile……………………………………………………………5
Chapter 3. Financial Summary…………………………………………………………7
Chapter 4. Report of the Board of Directors…................................................................9
Chapter 5. Significant Events…………………………………………………………..45
Chapter 6. Changes in Share Capital and Particulars about Shareholders… ………….53
Chapter 7. Particulars about Directors, Supervisors, Senior Executives and Staffs… ..58
Chapter 8. Company Governance……………………………………………………….68
Chapter 9. Internal Control………………………………………………………………75
Chapter 10 Financial Reports…………………………………………………………….77
Chapter 11 File Directory for Reference…………………………………………………77
1
招商局地产控股股份有限公司 2012 年度报告全文
Paraphrases
Unless specified in the report, the following abbreviations possess the meanings as follows:
Paraphrase item Refers to Paraphrase content
CSRC Refers to China Securities Regulatory Commission
Shenzhen Securities Refers to China Securities Regulatory Commission Shenzhen
Regulatory Bureau Regulatory Bureau
SZSE Refers to Shenzhen Stock Exchange
The Company Refers to China Merchants Property Development Co., Ltd.
China Merchants Group Refers to China Merchants Group Ltd.
Top Chief Refers to Top Chief Co., Ltd.
Shekou Industrial Zone Refers to China Merchants Shekou Industrial Zone Co., Ltd.
Zhangzhou Refers to
China Merchants Zhangzhou Development Zone Co., Ltd.
Development Zone
Shenzhen CMRE Refers to Shenzhen China Merchants Real Estate Co., Ltd.
China Merchants Refers to
Shenzhen China Merchants Properties and Investment Co., Ltd.
Properties and Investment
CMPS Refers to Shenzhen China Merchants Power Supply Co., Ltd.
China Merchants Refers to
China Merchants Property Management Co., Ltd.
Property Management
Tonic Industries Refers to Tonic Industries Holdings Ltd.
Hong Kong Ruijia Refers to Ruijia Investment Industrial Co., Ltd.
Full Space Investment Refers to Full Space Investment Ltd.
Risk Reminder
In the chapter of Report of the Board of Directors in this report, the risk factors that may exist in the
Company and the coping strategies are described in details. The investors please pay attention to the related
contents.
2
招商局地产控股股份有限公司 2012 年度报告全文
Chapter 2. Company Profile
(I) Profile
I. Legal Name of the Company:
In Chinese: 招商局地产控股股份有限公司
Abbr: 招商地产
In English: CHINA MERCHANTS PROPERTY DEVELOPMENT CO., LTD.
Abbr: CMPD
II. Legal Representative: Lin Shaobin
III. Secretary of the Board: Liu Ning
Securities Affair Representative: Zeng Fanyue
Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, Shekou Industrial Zone, Nanshan
District, Shenzhen
Post Code: 518067
Tel: (0755) 26819600
Fax: (0755) 26818666
Email: cmpdir@cmhk.com
IV. Registered Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, Shekou Industrial
Zone, Nanshan District, Shenzhen
Office Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, Shekou Industrial Zone,
Nanshan District, Shenzhen
Post Code: 518067
Company Web site: http://www.cmpd.cn
E-mail: investor@cmpd.cn
V. Newspapers selected for Disclosing the Information of the Company: China Securities Journal,
Securities Times, Shanghai Securities News, Securities Daily and Hong Kong Commercial Daily
Official Website for Publishing Annual Report authorized by CSRC: http://www.cninfo.com.cn
3
招商局地产控股股份有限公司 2012 年度报告全文
Place Where the Semi-Annual Report is Prepared and Placed: Secretariat of the Board of Directors
VI. Stock listed in: Shenzhen Stock Exchange
Also listed with: Singapore Stock Exchange
Short Form of the Stock: CMPD, CMPD-B
Stock Code: 000024, 200024
VII. Registry Changes of the Company within the Report Period
1. Initial registration date: September 19th, 1990
2. Initial registration place: Shenzhen
3. Registration code for corporate business code: 440301503287841
4. Tax Registration No.: National Tax-Shen Zi 440300618845136
5. Code of Organization: 61884513-6
6. Main business change and all previous controlling shareholder change of the Company since the
listing
The companys predecessor is Merchants Shekou Port Service Co., Ltd. and has the main
business of port business. June 7th, 1993, A shares and B shares of the Company are listed trading at
Shenzhen Stock Exchange.
From 1998 to 1999, the property having nothing to do with the main business of the Company is
replaced with stock rights of Shenzhen CMRE, CMPS and other companies held by Shekou Industrial
Zone, and accumulative total 70% of the stock rights of the companies is transferred.
July 21st, 2000, the Company is renamed as China Merchants Shekou holding Co., Ltd.
July 13th, 2001, the rest relevant assets of Shekou Port are replaced with 25% of stock rights of
Shenzhen CMRE, CMPS and other companies held by Shekou Industrial Zone.
June 24th, 2004, the Company is renamed as China Merchants Property Development Co., Ltd.
and becomes a listed company taking real estate development and management as main business.
Since listing, the controlling shareholders of the Company did not change.
VIII. The certified public accountants hired by the Company
Name: Shinewing Certified Public Accountants Ltd.;
Office Address: 8F, Block A, Fuhua Mansion, 8 North Street of Chaoyangmen, Dongcheng
District, Beijing
4
招商局地产控股股份有限公司 2012 年度报告全文
Signature certified public accountants: Guo Jinlong, Wang Yaming
5
招商局地产控股股份有限公司 2012 年度报告全文
Chapter 3. Financial Summary
I. Main accounting data and financial index
The Company does not make retroactive adjustment or restatement for the previous year accounting data due
to accounting policy alternative, correction of accounting error, etc.
(Unit: RMB)
Year-on-year
Main accounting data 2012 2011
Change
Operating income (RMB) 25,296,762,15 15,111,366,64 67.40% 13,782,425,23
4.46 2.00 1.00
Net profit attributable to
shareholders of the listed
company (RMB) 3,318,266,875.59 2,591,781,031.00 28.03% 2,011,397,239.00
Net profit attributable to
shareholders of the listed
company after deducting
non-recurring gains and 3,347,473,177.02 2,490,234,506.00 34.42% 2,003,177,128.00
losses (RMB)
Net cash flow from 5,059,172,766.83 -2,112,339,698.00 339.51% -4,446,294,010.00
operating activities (RMB)
Basic earnings per share 1.93 1.51 27.81% 1.17
(RMB/share)）
Diluted earnings per share 1.93 1.51 27.81% 1.17
(RMB/share)
Up by 1.64
Return on equity (%) 15.03% 13.39% percentage points 11.66%
Year-on-year
End of 2012 End of 2011 End of 2010
Change
108,534,533,311.24 79,666,494,368.00 36.24% 59,818,240,763.00
Total assets (RMB)
Net asset value attributable
to shareholders of the 23,393,515,534.23 20,418,214,797.00 14.57% 18,207,431,836.00
listed company (RMB)
II. Influence of IAS Adjustment on Net Profit and Net Asset (unaudited) (Unit: RMB)
Net profit attributable to the Net assets attributable to the
shareholders of the listed company shareholders of the listed company
2012 2011 End of 2012 End of 2011
By IAS 3,318,266,875.5 2,591,781,031 24,733,344,763 21,758,044,026
9 .00 .23 .00
6
招商局地产控股股份有限公司 2012 年度报告全文
By Chinese
Accounting
Standard 3,318,266,875.59 2,591,781,031.0 23,393,515,534.23 20,418,214,797.00
Difference between
home& abroad -- - 1,339,829,229.00 1,339,829,229.00
Of which:
Adjustment of
- - 1,339,829,229.00 1,339,829,229.00
goodwill
For the current year, the net profit attributable to the shareholders of listed company is
the same under both Chinese Accounting Standard and International Accounting Standard.
The main reason of the adjustment on the net asset attributable to shareholders of listed
Notes company according to International Accounting Standard was that according to the Chinese
Accounting Standard and relative regulations, the differences generated by consolidation of
entities under same control shall be adjusted into capital reserves, whereas the goodwill
generated by consolidation shall be recorded individually as assets according to the IAS.
III. Non-recurring gain and loss items and amount
(Unit: RMB)
Non-recurring gain and loss items 2012 2011
Gains/losses from the disposal of -1,407,797.62 -256,439.00 13,091,826.00
non-current assets
Government subsidies 16,352,111.12 1,876,900.00 3,716,729.00
Other non-operating income/expenditure -49,804,571.52 100,717,124.00 -5,816,519.00
net amount
Influences on minority shareholders
2,887,287.63 -598,846.00 -367,515.00
gains/losses
Impact on income tax 2,766,668.96 -192,214.00 -2,404,410.00
Reversal of any provisions for asset
0 0
impairment which has been made in prior years
Total -29,206,301.43 101,546,525.00 8,220,111.00
7
招商局地产控股股份有限公司 2012 年度报告全文
Chapter 4 Report of the Board of Directors
I. Overview
(I) Analysis on the market trend in 2012
Along with the European Debt Crisis, slow recovery of the American economy and decelerated growth of the
new economic entity, the global economy shuddered forward in 2012. Under the complicated and severe big
environment, the Chinese economy generally kept stable and fast growth, however, it also faced a series of
challenges such as decrease of the growth motive power and slowing down of the growth rate etc.
Under the support of the rigid demands and reasonable improvement demands, in 2012, the
Chinese real estate market walked out of the situation of down first and up later. In the beginning of the year,
turnover of the property market dropped greatly, and the developers rapidly adjusted their sales strategies. Later,
the market warmed up stably. In the whole year, the sales area of commercial housing in China was 1,113,040,000
square meters, and the sales volume of commercial housing was RMB 6,445.6 billion, increasing 1.8% and 10%
respectively. In the land market, turnover was scarce in the first half of the year. While after entering September,
the turnover became active gradually. In the whole year, the decrease amplitude of the land purchase area and land
turnover price of the development enterprises exceeded 15% compared to the same period of the previous year.
Looking in the whole, the real estate regulation and control policy with purchase limit, loan limit and price limit
as the representatives was well implemented, effectively restraining the excessive growth of the housing price and
promoting the stable and healthy development of the real estate industry.
(II) Review of Company Management
In 2012, adhering to the operation thinking of seek progress in stability and seek opportunity in danger,
China Merchants Property has the strategy of “guarantee sales, guarantee progress and guarantee financing”
through the work of the whole year. The company was united and overcame difficulties. In the 140th
anniversary of China Merchants Group, simultaneous increase of scale and profit was achieved. In addition, on
the foundation of effective enhancement of management in 2011, the Company developed a series of work such
as research on strategic management, further reconstruction of processes, ERP construction optimization and
comprehensive risk management promotion etc., working hard to build and optimize the management platform
to support faster and better development of the Company in the future.
Capture business opportunities in the crisis, explore and make progress in the adversity. Benefited from the
accurate judgments on the market entry opportunity and effective grasping of the building release rhythm, the real
estate sales business of the Company achieved stride increase. During the report period, 46 projects in 18 cities of
the Company were on sale, contract signing sales area of 2,475,200 square meters were realized, contract signing
sales volume was RMB 36.386 billion, increasing about 73% compared to the same period of the previous year.
The concepts of time is money, efficiency is life and solid work makes the country prosperous, and
empty talk is harmful for the country motivated China Merchants people to keep up with the times and
continuously optimize its own operation mode. The Company deeply knew that only by abandoning the inertial
thinking, innovating and seeking changes, the Company can adapt to the market and win the market in the fast
changing market. Since comprehensively enhancing the speed and the efficiency, the Company continuously
8
招商局地产控股股份有限公司 2012 年度报告全文
deepened the related management work to accelerate project construction and sales. In the report period, based
on the improved schedule, the Company strengthened patrol inspection, supervision, early warning and error
correction on the projects, and enhanced the node completion rate omnidirectionally. In order to accelerate
sales, at the beginning of the year, with the 140th anniversary of China Merchants Group as the opportunity, the
Company developed brand linked action of China Merchants” series, planned and implemented a series of
sales promotion events, and got a good start. Later, along with the warming up of the market, the project
companies followed up victory with hot pursuit, all the employees participated in marketing, effectively
enhancing the product sales speed.
The capital-intensive industrial characteristic determines that financing ability is the key factor for measuring
the competitiveness of the real estate enterprises. In the report period, the Company demonstrated its unique
advantages in terms of integrating the financial resources and controlling the capital risks as before. While the
Company opened diversified financing channels and strengthened the innovation of financial products, it
continued to deepen the cooperation with the banks. While ensuring that the C
