ZSDC 2014 Annual Report
2014 Annual Report
Announcement No. [CMPD] 2015-010
Section One Important Notice, Contents and Interpretation
Important Notes:
Board of Directors and Board of Supervisors of the Company and its directors, supervisors and officers hereby guarantee that this
resolution is free from any faults, misleading statement or major omission and bear joint and several liabilities for the truthfulness,
accuracy and completeness of contents described herein.
Profit distribution plan and capital stock increasing from accumulation funds during reporting period reviewed by company’s
Board of Directors: based on total 2,575,950,754 capital shares at the end of reporting period, paying out RMB 3.2 (including tax) cash
dividend per 10 shares, no capital stock increasing from accumulation funds.
The legal representative Sun Chengming, Chief Financial Director Wu Zhenqin and Manager of Finance Department Li Shifang
hereby state that: the financial statements under the Report are authentic, accurate and complete.
Except that director of the Company, Chen Gang and independent director of the Company, Liu Hongyu was unable to attend the
board meeting for report review in person due to business, but respectively authorized Vice Chairman Yang Tianping and independent
director Chai Qiang to attend the meeting and vote on his behalf, other all directors attended the meeting.
The Report is made in Chinese and English. In case of any discrepancy, the Chinese version shall prevail.
Contents
Section Two Company Profile................................................................................................................................... 3
Section Three Summary of Financial Data and Financial Index ............................................................................... 5
Section Four Directors'' Report .................................................................................................................................. 7
Section Five Important Events................................................................................................................................. 42
Section Six Capital Changes and Shareholders'' Information .................................................................................. 53
Section Seven Information about the Company''s Directors, Supervisors, Officers and Staff ................................. 58
Section Eight Corporate Governance ...................................................................................................................... 68
Section Nine Internal Control .................................................................................................................................. 74
Section Ten Audit Report ........................................................................................................................................ 77
Section Eleven Contents of Reference Files .......................................................................................................... 204
ZSDC 2014 Annual Report
Abbreviation and Interpretation
Unless otherwise stated, the meanings of following abbreviations in this report are as follows:
Item means Interpretation
SASAC means State-owned Assets Supervision and Administration Commission of State Council
NAFMII means National Association of Financial Market Institutional Investors (NAFMII)
CSRC means China Securities Regulatory Commission
SACSRC means Shenzhen Administration of China Securities Regulatory Commission
SSE means Shenzhen Stock Exchange
The Company and Company means China Merchants Property Development Co., Ltd.
China Merchants Group means China Merchants Group Co., Ltd.
Dafeng International means Dafeng International Limited Liability Company
Shekou Industrial Zone means China Merchants Shekou Industrial Zone Co.,Ltd.
Zhangzhou Development Zone means China Merchants Zhangzhou Development Zone Co., Ltd.
China Merchants (Shenzhen) Property means China Merchants (Shenzhen) Property Development Co., Ltd.
CMPI means China Merchants (Shenzhen) Investment Co., Ltd.
China Merchants (Shenzhen) Power Supply means China Merchants (Shenzhen) Power Supply Co., Ltd.
China Merchants Property means China Merchants Property Management Co., Ltd.
China Merchants Land means China Merchants Land Ltd.
Hong Kong Ruijia means Eureka Investment Company Ltd.
Full Space Investment Limited means Full-space Investment Limited Co., Ltd.
Guangzhou China Merchants Property means China Merchants (Guangzhou) Property Development Co., Ltd.
Risk indications
In the Report of the Board of Directors herein, the Company gives detailed description of the risk factors that the
Company may face and coping strategies thereof in the Section of \"Director''s Report\" in the Report. Please pay
attention to related content.
ZSDC 2014 Annual Report
Section Two Company Profile
I. Legal Chinese and English name of the Company and abbreviations:
Chinese name in full: 招商局地产控股股份有限公司
Chinese name in short: 招商地产
English name in full: CHINA MERCHANTS PROPERTY DEVELOPMENT CO., LTD.
English name in short: CMPD
II. Legal representative: Sun Chengming
III. Secretary to the Board of Directors: Liu Ning
Representatives for Securities Affairs of the Company: Chen Jiang
Contact address: Building 3, Nanhaiyiku, No. 6, Xinghua Road, Shekou, Nanshan District, Shenzhen City
Post code: 518067
Tel: 0755-26819600
Fax: 0755-26818666
E-mail: cmpdir@cmhk.com
IV. Registered address of the Company: Building 3, Nanhaiyiku No. 6, Xinghua Road, Shekou, Nanshan
District, Shenzhen City
Office address of the Company: Building 3, Nanhaiyiku, No. 6, Xinghua Road, Shekou, Nanshan District,
Shenzhen City
Post code: 518067
Website: http://www.cmpd.cn
E-mail: cmpdir@cmhk.com
V. Press to disclose information selected by the Company:
China Securities Journal, Securities Times, Shanghai Securities News, Securities Daily and Hong Kong
Commercial Daily
Internet website to disclose information selected by CSRC:http://www.cninfo.com.cn
Location to prepare and store annual report of the Company: secretariat of Board of Directors of the
Company
VI. Stock Listing Exchange of the Company: SZSE
Secondary stock listing exchange of the Company: SGX
Stock short name: ZSDC, ZSJB
Stock code: 000024, 200024
ZSDC 2014 Annual Report
VII. Change of registration
1. Date of initial registration: September 19, 1990
2. Place of initial registration: Shenzhen
3. Registered Number of Business License of the Corporate Legal Entity: 440301503287841
4. Registered number for taxation: SSDZ 440300618845136
5. Organization code: 61884513-6
6. Changes of main business and previous dominant stockholders since company’s listing
The company’s predecessor is ―CHINA MERCHANTS SHEKOU PORT SERVICE CO., LTD.‖, mainly
engaged in port business. On June 7, 1993, the Company’s A shares and B shares were traded on SSE.
From 1998 to 1999, the Company changed its own port-related assets with equity of China Merchants
(Shenzhen) Property, China Merchants (Shenzhen) Power Supply, etc. under Shekou Industrial Zone, holding 70%
of respective accumulative equity transferred from above companies.
On July 21, 2000, the Company changed its name to ―CHINA MERCHANTS SHEKOU HOLDINGS CO.,
LTD.‖
On July 13, 2001, the Company changed its own remaining port-related assets with 25% of equity of China
Merchants (Shenzhen) Property, China Merchants (Shenzhen) Power Supply, etc. under Shekou Industrial Zone.
On June 24, 2004, the Company changed its name to ―CHINA MERCHANTS PROPERTY
DEVELOPMENT CO., LTD.‖, becoming a listed company mainly engaged in real estate development and
management.
Since the Company’s listing, the dominant stockholders did not change.
VIII. Accounting Firm appointed by the Company
Name: Shinewing Certified Public Accountants (Special Ordinary Partnership)
Address: 8/F, Block A. Fu Hua Mansion, No.8, Chaoyangmen Beidajie, Dongcheng District, Beijing
Signed CPA: Guo Jinlong Wang Yaming
ZSDC 2014 Annual Report
Section Three Summary of Financial Data and Financial Index
I. Main accounting data and financial index
Unit: RMB Yuan
Increase or
decrease of
current year
against
Main Accounting Data 2014
previous
year
After
After adjustment Before adjustment
adjustment
Operating incomes 43,385,058,201.09 32,567,813,857.52 32,567,813,857.52 33.21 % 25,296,762,154.46
Net profits attributable to
the listed company 4,263,636,555.36 4,190,374,825.04 4,202,152,074.18 1.75 % 3,318,266,875.59
shareholders
Net profit attributable to
shareholders of listed
company after deducting 4,416,726,428.34 3,911,400,979.51 3,923,178,228.65 12.92 % 3,347,473,177.02
non-recurring profits and
losses
Net cash flows from
-6,447,055,480.12 495,923,554.51 495,923,554.51 -1400.01 % 5,098,777,753.73
operating activities
Basic earning per share
1.66 1.63 2.45 1.75 % 1.29
(Yuan/share)
Diluted earning per share
1.66 1.63 2.45 1.75 % 1.29
(Yuan/share)
Decrease of 2
Rate of return of net assets
14.68 16.68 16.73 percentage 15.19
(%)
points
Increase or
decrease
compared
End of 2013
with the end
End of 2014
of previous
year
After
After adjustment Before adjustment
adjustment
Total assets 151,692,365,118.58 134,040,446,989.65 134,040,446,989.65 13.17 % 109,197,242,683.06
Net assets attributable to the
31,094,416,110.82 26,725,501,967.24 26,725,501,967.24 16.35 % 23,393,515,534.13
listed company shareholders
1. The Company restated the previous annual accounting data due to changes in accounting policies In this year, according to new
requirements of accounting standard 2014, the Company has conducted retroactive adjustment to the 2013 annual financial statement;
in 2013 balance sheet, undistributed profit of RMB 11,777,249.14 was reduced and capital reserve of RMB 11,777,249.14 was
increased without impact on total assets; in 2013 profit statement, investment income and net profit of RMB 11,777,249.14 was
reduced.
During the reporting period, the Company has implemented the capitalization from capital public reserve plan. In accordance with
Information Disclosure Memorandum No. 21 - Matters Related to the Disclosure of Periodic Reports by Shenzhen Stock Exchange,
the Company has recalculated the earnings per share of 2012 and 2013 based on the increased stock after transfer.
3. During reporting period, the Company paid a lot of land price and infrastructure cost to strengthen land expansion due to
development need. As the operating cash outflow during the reporting period outweighed the annual operating cash inflow, the net
amount of cash flow generated from the operation is negative.
ZSDC 2014 Annual Report
4. The YOY growth rate of basic earning per share and diluted earning per share is calculated based on the figures retaining all
decimal.
II. Effect adjustment for net profit and net assets based on International Accounting Standards (unaudited)
Unit: RMB Yuan
Net profits attributable to the listed company Net assets attributable to the listed company
shareholders shareholders
2014 2013 End of 2014 End of 2013
By International Financial
4,263,636,555.36 4,190,374,825.04 32,434,245,339.82 28,065,331,196.24
Reporting Standards
By Chinese accounting
4,263,636,555.36 4,190,374,825.04 31,094,416,110.82 26,725,501,967.24
standard
Difference between
domestic and foreign - - 1,339,829,229.00 1,339,829,229.00
accounting standards
Including: adjustment of
- - 1,339,829,229.00 1,339,829,229.00
goodwill value
There is no deviation of net profit of listing Company’s shareholders calculated as per International Financial Reporting
Description of Deviation Standards and Chinese Accounting Standards. Main reasons for the adjustment of the net profit of listing Company’s
between Domestic and shareholders subject to International Financial Reporting Standards are: in accordance with Chinese Accounting
Foreign Accounting Standards and relevant regulations, for equity investment difference caused by business merger of the same control, the
Standards capital reserve shall be adjusted, while the goodwill against merger caused by International Financial Reporting
Standards shall be separately listed as assets.
III. Items and amount of extraordinary profit or loss
Unit: RMB Yuan
Items of extraordinary profit or loss 2014 2013
Losses and profits on disposal of non-current assets -3,997,255.04 256,255,563.72 -1,407,797.62
Government subsidies 43,659,552.98 33,800,048.66 16,352,111.12
Profit generated when the investment cost for acquisition subsidiary
is smaller than the deserved fair value of identifiable net asset of the 11,630,003.67
invested company.
Other profit or loss items recognized by CSRC -156,839,259.39
Other net non-operating revenue and expenditure -25,635,708.61 -3,883,513.02 -49,804,571.52
Influence of income tax -10,134,034.67 -7,253,985.40 2,766,668.96
Influence of minority shareholders’ profit or loss -143,168.25 -11,574,272.10 2,887,287.63
Total -153,089,872.98 278,973,845.53 -29,206,301.43
Note: the long-term equity investment after change in control of Shenzhen Overseas Chinese Town Co., Ltd. (OCT) by the Company
is measured by fair value. The equity fair value is mainly inventory evaluation added value. In the year, based on the ratio of actual
carry-forward inventory area in the total salable area of inventory to be carried forward on the date of control right change of OCT,
the added value of long-term equity investment acknowledged by assessment added value subject to corresponding written off is
RMB 156,839,259.39.
ZSDC 2014 Annual Report
Section Four Directors'' Report
I. Summary
1. Market review
In 2014, the
