CMPD2013Annual Report
Annual Report 2013
Announcement No.:【CMPD】2014-013
Chapter 1 Important Notice, Contents and Paraphrases
Important Notice:
The Board of Directors, the Supervisory Committee ofChina Merchants Property Development
Co., Ltd. (hereinafter referred to as the Company) and Directors, members of the Supervisory
Committee and senior executives of the Company hereby confirm that there are no any important
omissions, misleading statements or serious misrepresentation contained in this Report, and individually
and collectively take full responsibility for the authenticity, accuracy and integrality of the whole
contents.
he initial plans 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, allot RMB 4.8 cash
dividend (including tax)for each ten shares. 10 shares from capital reserve was transferred to 5 shares of
common stock
Lin Shaobin - Legal Representative, Wu Zhenqin –Chief Financial Officer and Li
Shifang–Manager of Accounting Department hereby declare that the Financial Report enclosed in the
Annual Report is true and complete.
Yang Tianping – DeputyChairman of the Board did not attend the Board of Directors Meeting due to
business reason, and Chen Gang – Director was authorized to attend the Meeting and exercised the right
to vote on behalf of him. Liu Hongyu - Independent Director of the Company did not attend the Board
of Directors Meeting due to business reason, and Chai Qiang -Independent Director was authorized to
attend the Meeting and exercised the right to vote on behalf of him. Zhang Wei – Independent Director
did not attend the Board of Directors Meeting due to businessreason, and Lu Weixiong –Independent
Director was authorized to attend the Meeting and exercised the right to vote on behalf of him. All the
remaining Directors attended the Meeting examining this report.
This report has been prepared in Chinese and English versions respectively. In the occurrence of
differences in interpretations between the two versions, the Chinese report shall prevail.
CMPD2013Annual Report
Contents
Company Profile .......................................................................................... 3
Financial Summary ........................................................................................ 5
Report of the Board of Directors ......................................................................... 7
Important Matters ....................................................................................... 45
Changes in Share Capital and Particulars about Shareholders ............................................. 55
Particulars about Directors, Supervisors, Senior Executives and Staffs .................................. 60
Company Governance ...................................................................................... 70
Internal Control ........................................................................................ 77
Auditor’s Report ....................................................................................... 80
File Directory for Reference ........................................................................... 215
CMPD2013Annual Report
Paraphrases
Unless specifiedin 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 Regulatory Bureau Refers to China Securities Regulatory Commission Shenzhen 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 Development Zone Refers to China Merchants Zhangzhou Development Zone Co., Ltd.
Shenzhen CMRE Refers to Shenzhen China Merchants Real Estate Co., Ltd.
China Merchants Properties and Investment Refers to Shenzhen China Merchants Properties and Investment Co., Ltd.
CMPS Refers to Shenzhen China Merchants Power Supply Co., Ltd.
China Merchants Property Management Refers to China Merchants Property Management Co., Ltd.
Tianjin Zhao Sheng Refers to Tianjin Zhao Sheng Real Estate Co., Ltd.
Beijing CMRE Refers to Beijing China Merchants Real Estate Co., Ltd.
China Merchants Jia Ming Refers to China merchants Jia Ming (Beijing) Real Estate Development Co., Ltd.
Chongqing Merchants Land Refers to Chongqing Merchants LandLtd.
China MerchantsOverseas Chinese Town Refers to China MerchantsOverseas Chinese Town Investment Co., Ltd.
Shenzhen Vanke Binhai Refers to Shenzhen Vanke Binhai Property Co., Ltd.
Zhenjiang Yingsheng Refers to Zhenjiang Yingsheng Property Development Co., Ltd.
Foshan Xinjie Refers to Foshan Xinjie Property Co., Ltd.
Foshan Xincheng Refers to Foshan Xincheng Property Co., Ltd.
Guangzhou China Merchants Property Refers to Guangzhou China Merchants Property Development (Guangzhou)
Suzhou China Merchants Nanshan Refers to Suzhou China Merchants Nanshan Property Co., Ltd
Shenzhen Meiyue Refers to Shenzhen Meiyue Property ConsultantCo., Ltd.
China Merchants Land Refers to China Merchants Land Ltd.
Hong Kong Eureka Refers to Eureka Investment Industrial Co., Ltd.
FullSpaceInvestment Refers to FullSpaceInvestmentLtd.
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. Investors please pay attention to the related contents.
CMPD2013Annual Report
Chapter 2. Company 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: LinShaobin
III. Secretary of the Board: Liu Ning
Securities Affair Representative: Huang Rui
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
E-mail: cmpdir@cmhk.com
IV. Registered Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, ShekouIndustrial Zone,
Nanshan District, Shenzhen
Office Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, Shekou IndustrialZone,
Nanshan District, Shenzhen
Post Code: 518067
Company Web site: http://www.cmpd.cn
E-mail: cmpdir@cmhk.com
V. Newspapers selected for Disclosing the Information of the Company: China SecuritiesJournal,
Securities Times, Shanghai Securities News and Hong Kong Commercial Daily
Official Website for Publishing Annual Report authorized by CSRC:http://www.cninfo.com.cn
Location for Annual Report Collection: Secretariat of the Board ofDirectors
CMPD2013Annual Report
VI. Stock Exchange where the company’s shares are listed: Shenzhen Stock Exchange
The Secondary Stock Exchange listed: 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. Corporate legal person business registration code: 440301503287841
4. TaxationRegistration code: -Shen Zi440300618845136
5. Organization code certificate: 61884513-6
6. Main businessoperation changes and all previouscontrolling shareholderchange of the Company since
the listing
The company’s predecessor is ‘Merchants Shekou Port Service Co., Ltd.’ and has operated port
businessas its core business.
On June 7th, 1993, the Company started trading both A and B shares on Shenzhen Stock Exchange.
From 1998 to 1999, the Company had transferred the port related propertyto Shenzhen Industrial
Zone in exchange of the stockof Shenzhen CMREand CMPS. As a result, the Company was
holdingaccumulative 70% of both companies’stock rights.
On July 21st, 2000, the Company is renamed as ‘China Merchants Shekou holding Co., Ltd.’
On July 13th, 2001, the remaining assets of Shekou Portheld by the Company were exchanged with
25% of stock rights of Shenzhen CMRE, CMPS and other companies held by Shekou Industrial Zone.
On June 24th, 2004, the Company is renamed as ‘China Merchants Property Development Co., Ltd.’
and became a public-traded companyoperatingreal estate development and management as core business.
There is no change to controlling shareholders since the company went public.
VIII. The independent Certified Public Accountants (CPA)hired by the Company
Name: Shinewing Certified Public Accountants Ltd.;
Office Address: 8F, Block A, Fuhua Mansion, 8 North Streetof Chaoyangmen, Dongcheng District,
Beijing
Signature certified public accountants: Guo Jinlong, Wang Yaming
CMPD2013Annual Report
Chapter3.Financial Summary
I Main accounting data and financial index
The Company does not make retroactive adjustment or restatement for the previous year.
(Unit: RMB)
Year-on-year
Items 2013 2012
Change
Operatingincome 32,567,813,857.52 25,296,762,154.46 28.74% 15,111,366,642.00
Net profit attributable to
shareholders of the listed 4,202,152,074.18 3,318,266,875.59 26.64% 2,591,781,031.00
company
Net profit attributable to
shareholders of the listed
3,923,178,228.65 3,347,473,177.02 17.20% 2,490,234,506.00
company after deducting
non-recurring gains and losses
Net cash flow from operating
495,923,554.51 5,098,777,753.73 -90.27% -2,112,339,698.00
activities
Basic earnings per share
2.45 1.93 26.94% 1.51
(RMB/share)）
Diluted earnings per share
2.45 1.93 26.94% 1.51
(RMB/share)
Up by 1.54
Return on equity (%) 16.73% 15.19% 13.39%
percentage points
Year-on-year
End of 2013 End of 2012 End of 2011
Change
Total assets 134,040,446,989.65 109,197,242,683.06 22.75% 79,666,494,368.00
Net asset value attributable to
shareholders of the listed 26,725,501,967.24 23,393,515,534.13 14.24% 20,418,214,797.00
company
II. Influence of IFRS Adjustments on Net Profit and Net Asset (unaudited) (Unit: RMB)
Net profit attributable to the Net assets attributable to the shareholders of the
shareholders of the listed company listed company
2013 2012 End of 2013 End of 2012
Under IFRS 4,202,152,074.18 3,318,266,875.59 28,065,331,196.24 24,733,344,763.13
Under ChineseGAAP 4,202,152,074.18 3,318,266,875.59 26,725,501,967.24 23,393,515,534.13
Differences between
- - 1,339,829,229.00 1,339,829,229.00
two standards
Of which: goodwill
- - 1,339,829,229.00 1,339,829,229.00
Adjustments
CMPD2013Annual Report
For the current year, the net profit attributable to the shareholders of listed company is the same
under both Chinese General Accepted Accounting Principal (GAAP) and International Financial
Reporting Standard (IFRS). The main reason of the adjustment on the net asset attributable to
Notes shareholders of listed 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 to capital reserves, whereas the goodwill generated by
consolidation shall be presented as assetsseparately according to the IAS.
III. Non-recurring gain and loss items(Unit: RMB)
Items 2013 2012
Gains/losses from the disposal of non-current 256,255,563.72 -1,407,797.62 -256,439.00
assetsGovernment subsidies 33,800,048.66 16,352,111.12 1,876,900.00
Subsidiary investment returns 11,630,003.67
Other non-operating income/expenditure net -3,883,513.02 -49,804,571.52 100,717,124.00
amountImpact on income tax -7,253,985.40 2,766,668.96 -192,214.00
Influences on minority shareholders’ gains/losses -11,574,272.10 2,887,287.63 -598,846.00
Total 278,973,845.53 -29,206,301.43 101,546,525.00
CMPD2013Annual Report
Chapter 4 Report of the Board of Directors
I. Overview
(A) Market Review
In 2013, the global economy gradually got rid of the haze of financial crisis and took a turn for the better while
maintaining stability. After 30 years of rapid growth that reform and opening up has brought about, China's
economy entered a period of stable development. While preventing economic downside risks, the central
government put more emphasis on promoting economic structural adjustment and improving the quality and
efficiency of economic development to seek balance in \"steady growth, structural adjustment and reform
promotion\".
In 2013, China's real estate market generally saw a steady and positive development, with key indicators picking
up. National real estate sales area reached 1305.51 million square meters, and sales reached 8142.8 billion Yuan, a
record high, up 17.3% and 26.3% respectively. Along with the trend of sales recovery, there came a strong
rebound in newly started construction area throughout the year, an increase in land acquisition area and gradual
rise in land cost. With changes in the market spawning a transformation of the industry, real estate companies have
started looking for a new growth engine under the new industry background.
(B ) The Company's strategic objectives
During the reporting period, the Company further defined the \"new-period strategic objectives to create a
competitive advantage in the process of urbanization and form a unique business operating model and core
competence\" on the basis of realizing the strategic target \"100 billion revenue and 10 billion profit\" in the next
five years, and strived to become a sustainable real estate company which devotes itself into \"As a century
developer, Home is where the heart is\". Accordingly, the Company's principal business segments revised and
adjusted their strategic missions.
Overseas listing platform - China Merchants Land , the subsidiary company which is listing in Hong Kong, will
pursue residential development and turnover acceleration as key strategies in the short term, in order to
consolidate the scale basis. It will give full play to its function as financing platform to provide strong support for
the development of the Company.
Commercial real estate operating platform - China Merchants Commercial Property will actively promote
commercial real estate to go together with residential business expansion and quality improvement. It will
enhance operating efficiency of commercial assets, innovate business models and create commercial real estate
management brand to cultivate new profit growth points when the Company's scale of development is tending
towards stability.
Intelligent services platform - China Merchants Property will complete transformation from traditional pr
