Golden Wheel Tiandi Holdings Company Limited

Golden Wheel Tiandi Holdings Company Limited (Incorporated in the Cayman Islands with limited liability)

US$144,999,000

16.0% Senior Notes Due 2023 _____________________

Golden Wheel Tiandi Holdings Company Limited (the “Company”) is offering US$144,999,000 aggregate principal amount of 16.0% Senior Notes due 2023 (the

“Notes”). The Notes will bear interest at the rate of 16.0% per annum, payable in arrears on December 11, 2021, June 11, 2022, December 11, 2022 and July 11, 2023, and

will mature on July 11, 2023.

The Notes will be issued pursuant to an exchange offer being conducted by the Issuer in relation to any and all of the existing 14.25% Senior Notes due 2023 (the

“2023 USD Notes”) and 12.95% Senior Notes due 2022 (the “2022 USD Notes”) issued by the Issuer (the “Exchange Offer”).

The Notes are senior obligations of the Company guaranteed by its existing subsidiaries (the “Subsidiary Guarantors”) other than those organized under the laws of

the PRC and certain other Offshore Non-Guarantor Subsidiaries (as defined under “Description of the Notes”). The guarantees by the Subsidiary Guarantors are referred to

as the Subsidiary Guarantees. Under certain circumstances and subject to certain conditions, a Subsidiary Guarantee required to be provided by a subsidiary of the Company

may be replaced by a limited-recourse guarantee (a “JV Subsidiary Guarantee”). We refer to the subsidiaries providing a JV Subsidiary Guarantee as JV Subsidiary

Guarantors.

At any time and from time to time prior to July 11, 2023, the Company may at its option redeem the Notes, in whole but not in part, at a redemption price equal to

100% of the principal amount of such Notes plus the Applicable Premium (as defined under “Description of the Notes”) as of, plus accrued and unpaid interest, if any, to

(but not including) the redemption date. At any time and from time to time prior to July 11, 2023, the Company may at its option redeem up to 35% of the aggregate

principal amount of the Notes with certain cash proceeds from equity offerings at a redemption price of 116.0% of the principal amount of the Notes plus accrued and unpaid interest, if any, to (but not including) the redemption date; provided that at least 65% of the aggregate principal amount of the Notes originally issued on the Original

Issue Date (as defined under “Description of the Notes”) remains outstanding after each such redemption. The Company may also redeem all but not less than all of the

Notes at the principal amount (plus accrued and unpaid interest, if any) upon certain changes in tax law. Upon the occurrence of a Change of Control Triggering Event (as

defined under “Description of the Notes”), the Company must make an offer to repurchase all Notes outstanding at a purchase price equal to 101% of their principal amount,

plus accrued and unpaid interest, if any, to the date of repurchase. For a more detailed description of the redemption of the Notes, see “Description of the Notes.”

The Notes will (1) rank at least pari passu in right of payment with all other unsecured, unsubordinated Indebtedness (as defined under “Description of the Notes”) of

the Company (subject to any priority rights of such unsecured, unsubordinated Indebtedness pursuant to applicable law), (2) rank senior in right of payment to any

obligations of the Company expressly subordinated in right of payment to the Notes, (3) be effectively subordinated to the other secured obligations of the Company, the

Subsidiary Guarantors and the JV Subsidiary Guarantors (if any), to the extent of the assets serving as security therefor (other than the Collateral (as defined under

“Description of the Notes”)), and (4) be effectively subordinated to all obligations of the Non-Guarantor Subsidiaries (as defined under “Description of the Notes”).

However, applicable law may limit the enforceability of the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) and the pledge of any Collateral. See “Risk

Factors — Risks Relating to the Subsidiary Guarantees, the JV Subsidiary Guarantees and the Collateral.”

For a more detailed description of the Notes, see “Description of the Notes” beginning on page 136.

____________________

Investing in the Notes involves risks. See “Risk Factors” beginning on page 15. ____________________

Application will be made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing and quotation of the Notes on the SGX-ST. The

SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this information memorandum.

Admission of the Notes to the Official List of the SGX-ST and approval in-principle for the listing and quotation of the Notes on the SGX-ST are not to be taken as an

indication of the merits of the Company, the Subsidiary Guarantors, any of their respective subsidiaries and/or associated companies or the Notes. The SGX-ST takes no

responsibility for the contents of this information memorandum, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever

for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this information memorandum. The Notes will be in denominations of US$200,000 each or integral multiples of US$1,000 in excess thereof and will be traded on the SGX-ST in a minimum board lot size of US$200,000 for so long as any of

the Notes are listed on the SGX-ST and the rules of the SGX-ST so require.

This information memorandum includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company, the

Subsidiary Guarantors and the JV Subsidiary Guarantors (if any) and the Notes. Each of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any)

accepts full responsibility for the accuracy of the information contained in this information memorandum and confirms, having made all reasonable enquiries, that to the best

of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

Notification under Section 309B(1)(c) of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”) — the Notes are prescribed capital markets

products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore).

The Notes, the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the

registration requirements of the Securities Act. For a description of these and certain further restrictions on resale or transfer, see “Transfer Restrictions” beginning on page

206.

Pursuant to the Circular on Promoting the Reform of the Administrative System on the Issuance by Enterprises of Foreign Debt Filings and Registrations (《國家發

展改革委關於推進企業發行外債備案登記制管理改革的通知》(發改外資[2015]2044 號)) (“Circular 2044”) issued by the National Development and Reform

Commission of the PRC (together with its local counterparts, the “NDRC”) on September 14, 2015, Nanjing Jade Golden Wheel Realty Company Limited, a wholly-owned

subsidiary of the Company, registered the issuance of the Notes with the NDRC and obtained a certificate from the NDRC on June 15, 2020 evidencing such registration,

and intends to provide the requisite information on the issuance of the Notes to the NDRC within 10 business days, after the issue date of the Notes.

The Notes are expected to be rated “B3” by Moody’s Investors Service, Inc. (“Moody’s”). The credit ratings accorded to the Notes are not a recommendation to

purchase, hold or sell the Notes inasmuch as such ratings do not comment as to market price or suitability for a particular investor. There can be no assurance that the ratings

will remain in effect for a given period or that the ratings will not be revised by the rating agencies in the future.

The Notes will be represented by beneficial interests in a permanent global note (the “Global Note”) in registered form, without interest coupons attached, which will

be registered in the name of a nominee of, and shall be deposited on or about July 11, 2021 with a common depositary for, Euroclear Bank SA/NV (“Euroclear”) and

Clearstream Banking S.A. (“Clearstream”).

____________________

Dealer Managers

BOC International

Guotai Junan International

The date of this information memorandum is June 9, 2021

TABLE OF CONTENTS

Page

SUMMARY ............................................................................................................................................................. 1

THE OFFERING ..................................................................................................................................................... 7

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA ................................................................. 13

RISK FACTORS ................................................................................................................................................... 15

[RESERVED.] ....................................................................................................................................................... 46

EXCHANGE RATE INFORMATION ................................................................................................................. 47

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA .................................................................. 49

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS ................................................................................................................................................. 51

CORPORATE STRUCTURE ................................................................................................................................ 68

BUSINESS ............................................................................................................................................................. 69

REGULATIONS .................................................................................................................................................... 95

MANAGEMENT ................................................................................................................................................. 119

SUBSTANTIAL SHAREHOLDERS .................................................................................................................. 128

DESCRIPTION OF MATERIAL INDEBTEDNESS AND OTHER OBLIGATIONS ...................................... 129

DESCRIPTION OF THE NOTES ....................................................................................................................... 136

TAXATION ......................................................................................................................................................... 203

TRANSFER RESTRICTIONS ............................................................................................................................ 206

RATINGS ............................................................................................................................................................ 208

LEGAL MATTERS ............................................................................................................................................. 208

INDEPENDENT ACCOUNTANTS ................................................................................................................... 208

GENERAL INFORMATION .............................................................................................................................. 209

______________________

THIS INFORMATION MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR

A SOLICITATION OF AN OFFER TO BUY, ANY NOTE OFFERED HEREBY TO ANY PERSON IN

ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR

SOLICITATION. NEITHER THE DELIVERY OF THIS INFORMATION MEMORANDUM NOR

ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THERE

HAS BEEN NO CHANGE IN THE AFFAIRS OF OUR COMPANY OR OUR SUBSIDIARIES OR

THAT THE INFORMATION SET FORTH IN THIS INFORMATION MEMORANDUM IS CORRECT

AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

The Company and the Subsidiary Guarantors, having made all reasonable enquiries, confirm that (i) this

information memorandum contains all information with respect to the Group (as defined in “Certain Definitions,

Conventions and Currency Presentation”), the Notes and the Subsidiary Guarantees which is material in the

context of the issue and offering of the Notes, (ii) the statements contained herein relating to the Company, the

Subsidiary Guarantors, the Group, the Notes and the Subsidiary Guarantees are in every material respect true and

accurate and not misleading, (iii) the opinions and intentions expressed in this information memorandum with

regard to the Company, the Subsidiary Guarantors and the Group are honestly held, have been reached after

considering all relevant circumstances, are based on reasonable assumptions and are not misleading in any

material respect, (iv) there are no other facts in relation to the Company, the Subsidiary Guarantors, the Group,

the Notes or the Subsidiary Guarantees the omission of which would, in the context of the issue and offering of

ii HOK-#638260652-v10

the Notes, make any statement in this information memorandum misleading in any material respect and (v) all

reasonable enquiries have been made by the Company and the Subsidiary Guarantors to ascertain such facts and

to verify the accuracy of all such information and statements.

You should rely only on the information contained in this information memorandum. We have not

authorized anyone to provide you with information that is different from that contained in this information

memorandum. We are offering to sell, and seeking offers to buy, the Notes only in jurisdictions where offers and

sales are permitted. The information contained in this information memorandum is accurate only as of the date of

this information memorandum, regardless of the time of delivery of this information memorandum or any sale of

the Notes. Our business, prospects, financial condition and results of operations may have changed since that

date.

This information memorandum is highly confidential and has been prepared by us solely for use in

connection with the proposed offering of the Notes. We reserve the right to withdraw the offering of the Notes at

any time. We also reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell

less than all of the Notes offered hereby.

We have prepared this information memorandum, and we are solely responsible for its contents. You are

responsible for making your own examination of us and your own assessment of the merits and risks of investing

in the Notes. By accepting the Notes, you will be deemed to have acknowledged that you have made certain

acknowledgements, representations and agreements as set forth under the section headed “Transfer Restrictions.”

This information memorandum is personal to the offeree to whom it has been delivered and does not

constitute an offer to any other person or to the public in general to subscribe for or otherwise acquire the Notes.

Distribution of this information memorandum by you to any person other than those persons, if any, retained to

advise you with respect to this information memorandum is unauthorized, and any disclosure of any of the

contents of this information memorandum, without our prior written consent, is prohibited. By accepting

delivery of this information memorandum, each offeree agrees to the foregoing and to make no photocopies or

other reproductions of this information memorandum.

Each offeree acknowledges that (i) such person has been afforded an opportunity to request from us and

to review, and have received, all additional information considered by such person to be necessary to verify the

accuracy of, or to supplement, the information contained in this information memorandum, (ii) such person has

not relied on the Dealer Managers or any person affiliated with the Dealer Managers in connection with such

person’s investigation of the accuracy of such information or such person’s investment decision, and (iii) no

person has been authorized to give any information or to make any representation concerning us, our

subsidiaries, the Notes or the Subsidiary Guarantees (other than as contained in this information memorandum)

and, if given or made, any such other information or representation should not be relied upon as having been

authorized by us or the Dealer Managers.

Laws in certain jurisdictions may restrict the distribution of this information memorandum and the offer

and sale of the Notes. Persons into whose possession this information memorandum or any of the Notes are

delivered must inform themselves about, and observe, any such restrictions. Each prospective purchaser of the

Notes must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases,

offers or sells the Notes or possesses or distributes this information memorandum and must obtain any consent,

approval or permission required under any regulations in force in any jurisdiction to which it is subject or in

which it makes such purchases, offers or sales, and neither we nor the Dealer Managers shall have any

responsibility therefor.

______________________

IN MAKING AN INVESTMENT DECISION, YOU MUST RELY ON YOUR OWN

EXAMINATION OF OUR BUSINESS AND THE TERMS OF THE OFFERING, INCLUDING THE

MERITS AND RISKS INVOLVED. THE NOTES HAVE NOT BEEN RECOMMENDED BY ANY

FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.

FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY

OR DETERMINED THE ADEQUACY OF THIS INFORMATION MEMORANDUM. ANY

REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

iii HOK-#638260652-v10

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND

RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE

SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR EXEMPTION

THEREFROM. YOU SHOULD BE AWARE THAT YOU MAY BE REQUIRED TO BEAR THE

FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. SEE

“TRANSFER RESTRICTIONS.”

THE INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM HAS BEEN

PROVIDED BY US AND OTHER SOURCES IDENTIFIED IN THIS INFORMATION

MEMORANDUM. THE DEALER MANAGERS AND THE TRUSTEE HAVE NOT INDEPENDENTLY

VERIFIED THE INFORMATION CONTAINED HEREIN. ACCORDINGLY, THE DEALER

MANAGERS, THE TRUSTEE OR THEIR RESPECTIVE AFFILIATES OR AGENTS ARE NOT

MAKING ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS TO THE

ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS INFORMATION

MEMORANDUM, AND NOTHING CONTAINED IN THIS INFORMATION MEMORANDUM IS, OR

MAY BE RELIED UPON AS, A PROMISE OR REPRESENTATION, WHETHER AS TO THE PAST,

THE PRESENT OR THE FUTURE. THE DEALER MANAGERS, THE TRUSTEE OR THEIR

RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS OR EMPLOYEES ASSUME NO

RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THE INFORMATION

CONTAINED IN THIS INFORMATION MEMORANDUM. THE DEALER MANAGERS, THE

TRUSTEE OR THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS OR EMPLOYEES

ACCORDINGLY DISCLAIM ALL AND ANY LIABILITY WHETHER ARISING IN TORT OR

CONTRACT OR OTHERWISE WHICH THEY MIGHT OTHERWISE HAVE IN RESPECT OF THIS

INFORMATION MEMORANDUM OR ANY SUCH STATEMENT. NONE OF THE DEALER

MANAGERS UNDERTAKES TO REVIEW THE FINANCIAL CONDITION OR AFFAIRS OF THE

GROUP AFTER THE DATE OF THIS INFORMATION MEMORANDUM NOR TO ADVISE ANY

INVESTOR OR POTENTIAL INVESTOR IN THE NOTES OF ANY INFORMATION COMING TO

THE ATTENTION OF THE DEALER MANAGERS. THIS INFORMATION MEMORANDUM IS NOT

INTENDED TO PROVIDE THE BASIS OF ANY CREDIT OR OTHER EVALUATION NOR SHOULD

IT BE CONSIDERED AS A RECOMMENDATION BY THE DEALER MANAGERS THAT ANY

RECIPIENT OF THIS INFORMATION MEMORANDUM SHOULD PURCHASE THE NOTES. BY

ACCEPTING THE NOTES OFFERED BY THIS INFORMATION MEMORANDUM, YOU WILL BE

DEEMED TO HAVE ACKNOWLEDGED THAT YOU HAVE REVIEWED THIS INFORMATION

MEMORANDUM.

______________________

None of us, the Dealer Managers, the Trustee, the Paying Agent and Transfer Agent or the Registrar or

any of our or their respective representatives are making any representation to you regarding the legality of an

investment in the Notes by you under applicable legal investment or similar laws. You should not consider any

information in this information memorandum to be legal, business or tax advice. You should consult your own

advisors as to legal, tax, business, financial and related aspects of the purchase of the Notes.

We reserve the right to withdraw the offering of the Notes at any time.

PRIIPs Regulation/Prospectus Directive/Prohibition of sales to EEA retail investors — The Notes

are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise

made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail

investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of

Directive 2014/65 /EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU)

2016/97 (the “Insurance Distribution Directive”), as amended or superseded, where that customer would not

qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key

information document required by Regulation (EU) No 1286/2014 (as amended or superseded, the “PRIIPs

Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA

has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail

investor in the EEA may be unlawful under the PRIIPs Regulation.

iv HOK-#638260652-v10

Prohibition of sales to UK retail investors — The Notes are not intended to be offered, sold or

otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in

the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i)

a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic

law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the

meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or

regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer

would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014

as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by

the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for

offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared

and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK

may be unlawful under the UK PRIIPs Regulation.

MIFID II product governance / Professional investors and ECPs only target market — Solely for

the purposes of a manufacturer’s product approval process, the target market assessment in respect of the Notes

has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional

clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible

counterparties and professional clients are appropriate. Any person subsequently offering, selling or

recommending the Notes (a “distributor”) should take into consideration the manufacturer’s target market

assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market

assessment in respect of the Notes (by either adopting or refining the manufacturer’s target market assessment)

and determining appropriate distribution channels.

The communication of this information memorandum and any other document or materials relating to the

issue of the Notes is not being made, and such documents and/or materials have not been approved, by an

authorized person for the purposes of section 21 of the UK’s Financial Services and Markets Act 2000, as

amended (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must

not be passed on to, the general public in the UK. The communication of such documents and/or materials as a

financial promotion is only being made to those persons in the UK falling within the definition of investment

professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)

Order 2005, as amended (the “Financial Promotion Order”)), or within Article 49(2)(a) to (d) of the Financial

Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial

Promotion Order (all such persons together being referred to as “relevant persons”). In the UK, the Notes are

only available to, and any investment or investment activity to which this information memorandum relates will

be engaged in only with, relevant persons. Any person in the UK that is not a relevant person should not act or

rely on this information memorandum or any of its contents.

v HOK-#638260652-v10

CERTAIN DEFINITIONS, CONVENTIONS

AND CURRENCY PRESENTATION

Market data and certain industry forecasts and statistics in this information memorandum have been

obtained from both public and private sources, including market research, publicly available information and

industry publications. Although we believe this information to be reliable, it has not been independently verified

by us or the Dealer Managers or our or their respective directors and advisors, and none of us, the Dealer

Managers or our or their respective directors and advisors makes any representation as to the accuracy or

completeness of that information. In addition, third party information providers may have obtained information

from market participants and such information may not have been independently verified. This information

memorandum summarizes certain documents and other information, and investors should refer to them for a

more complete understanding of what is discussed in those documents. In making an investment decision, each

investor must rely on its own examination of us and the terms of the offering and Notes, including the merits and

risks involved.

The statistics set forth in this information memorandum relating to the PRC and the property industry in

the PRC were taken or derived from various government and private publications. Neither we nor the Dealer

Managers make any representation as to the accuracy of such statistics, which may not be consistent with other

information compiled within or outside the PRC. Due to possibly inconsistent collection methods and other

problems, the statistics herein may be inaccurate and should not be unduly relied upon.

In this information memorandum, references to “US$” or “U.S. dollars” are to the lawful currency of the

United States; references to “RMB” or “Renminbi” are to the lawful currency of China; and references to “HK$”

or “Hong Kong dollars” are to the lawful currency of Hong Kong. We record and publish our financial

statements in Renminbi. Solely for your convenience, certain Renminbi amounts in this information

memorandum have been converted into U.S. dollars and certain U.S. dollar amounts have been converted into

Renminbi, based on the exchange rate of RMB6.5250 = US$1.00, which was the noon buying rate in New York

City for cable transfers payable in Renminbi as certified for customs purposes by the Federal Reserve Bank of

New York on December 31, 2020. No representation is made that the Renminbi amounts could have been, or

could be, converted into U.S. dollars at that rate or at any other rate.

In this information memorandum, the terms “we,” “us,” “Group” and “our” refer to Golden Wheel Tiandi

Holdings Company Limited and its subsidiaries, the terms “Issuer,” “Company” and “our Company” refer to

Golden Wheel Tiandi Holdings Company Limited individually, in each case unless the context otherwise

requires, and the term “Dealer Managers” refers to BOCI Asia Limited and Guotai Junan Securities (Hong

Kong) Limited.

References to the “2021 USD Notes” are to our 7.00% Senior Notes due 2021.



References to “China” or the “PRC” are to the People’s Republic of China, excluding the Hong Kong

Special Administrative Region, the Macau Special Administrative Region and Taiwan except where the context

requires otherwise.

References to “Changsha Golden Wheel Xinghao Hotel” are to Changsha Golden Wheel Xinghao Hotel

Co., Ltd. (長沙金輪星豪酒店有限公司), a limited liability company incorporated in the PRC on August 28,

2017 and a wholly-owned subsidiary of the Company.

References to “Changsha Jade Golden Wheel Realty” are to Changsha Jade Golden Wheel Realty Co.,

Ltd. (長沙翡翠金輪置業有限公司), a limited liability company incorporated in the PRC on December 12, 2013

and a wholly-owned subsidiary of the Company.

References to “Changzhou Peiling” are to Changzhou Peiling Real Estate Development Co., Ltd. (常州市

沛凌房地產開發有限公司), a limited liability company incorporated in the PRC on November 8, 2017 and the

Company indirectly owns 13.33% of its shareholding.

vi HOK-#638260652-v10

References to the “Controlling Shareholder” are to the Wong Family.

References to “Golden Wheel Amber” are to Golden Wheel Amber Company Limited (金輪琥珀有限公

司), a limited liability company incorporated in the BVI on May 13, 2013 and a wholly-owned subsidiary of the

Company.

References to “Golden Wheel Bright Jade” are to Golden Wheel Bright Jade Company Limited (金輪明

翠有限公司) (formerly known as Golden Wheel Titanium Company Limited (金輪鈦金有限公司), a limited

liability company incorporated in the BVI on February 6, 2018 and a wholly-owned subsidiary of the Company.

References to “Golden Wheel Commercial Management” are to Golden Wheel Commercial Management

Holdings Limited (金輪商業管理控股有限公司), a limited liability company incorporated in Hong Kong on

August 5, 2020 and a wholly-owned subsidiary of the Company.

References to “Golden Wheel Crystal” are to Golden Wheel Crystal Company Limited (金輪水晶有限公

司), a limited liability company incorporated in the BVI on February 28, 2013 and a whollyowned subsidiary of

the Company.

References to “Golden Wheel Diamond” are to Golden Wheel Diamond Company Limited (金輪鑽石有

限公司), a limited liability company incorporated in the BVI on June 26, 2012 and a whollyowned subsidiary of

the Company.

References to “Golden Wheel Emerald” are to Golden Wheel Emerald Company Limited (金輪綠寶有限

公司), a limited liability company incorporated in the BVI on April 20, 2015 and a whollyowned subsidiary of

the Company.

References to “Golden Wheel Enamel” are to Golden Wheel Enamel Company Limited (金輪琺瑯有限

公司), a limited liability company incorporated in the BVI on November 29, 2016 and a whollyowned subsidiary

of the Company.

References to “Golden Wheel International Billion” are to Golden Wheel International Billion Limited

(金輪國際創億有限公司), a limited liability company incorporated in Hong Kong on March 18, 2013 and a

wholly-owned subsidiary of the Company.

References to “Golden Wheel International Capital” are to Golden Wheel International Capital Company

Limited (金輪國際創富有限公司), a limited liability company incorporated in Hong Kong on February 15,


References to “Golden Wheel International Corporation” are to Golden Wheel International Corporation

Limited (金輪國際興業有限公司), a limited liability company incorporated in Hong Kong on July 7, 2010 and

a wholly-owned subsidiary of the Company.

References to “Golden Wheel International Creation” are to Golden Wheel International Creation

Company Limited (金輪國際創建有限公司), a limited liability company incorporated in Hong Kong on August

21, 2012 and a wholly-owned subsidiary of the Company.

References to “Golden Wheel International Excellent” are to Golden Wheel International Excellent

Limited (金輪國際創優有限公司), a limited liability company incorporated in Hong Kong on December 19,


References to “Golden Wheel International Glory” are to Golden Wheel International Glory Company

Limited (金輪國際創輝有限公司), a limited liability company incorporated in Hong Kong on May 4, 2015 and


References to “Golden Wheel International Innovation” are to Golden Wheel International Innovation

Company Limited (金輪國際創新有限公司), a limited liability company incorporated in Hong Kong on May 4,


vii HOK-#638260652-v10

References to “Golden Wheel International Idea” are to Golden Wheel International Idea Company

Limited (金輪國際創意有限公司), a limited liability company incorporated in Hong Kong on May 4, 2015 and


References to “Golden Wheel International Harvest” are to Golden Wheel International Harvest Limited (金輪國際創豐有限公司), a limited liability company incorporated in Hong Kong on December 19, 2016 and a


References to “Golden Wheel International Inherit” are to Golden Wheel International Inherit Limited (金

輪國際創揚有限公司), a limited liability company incorporated in Hong Kong on March 11, 2019 and a


References to “Golden Wheel International Investment” are to Golden Wheel International Investment

Limited (金輪國際投資有限公司), a limited liability company incorporated in Hong Kong on May 17, 2002


References to “Golden Wheel International Merit” are to Golden Wheel International Merit Limited (金

輪國際創佳有限公司), a limited liability company incorporated in Hong Kong on December 19, 2016 and a


References to “Golden Wheel International Success” are to Golden Wheel International Success Limited (金輪國際創績有限公司), a limited liability company incorporated in Hong Kong on September 16, 2013 and a


References to “Golden Wheel International Trend” are to Golden Wheel International Trend Limited (金

輪國際創進有限公司), a limited liability company incorporated in Hong Kong on July 18, 2013 and a wholly-

owned subsidiary of the Company.

References to “Golden Wheel International Wealth” are to Golden Wheel International Wealth Limited (金輪國際創發有限公司), a limited liability company incorporated in Hong Kong on May 29, 2013 and a


References to “Golden Wheel International Wisdom” are to Golden Wheel International Wisdom Limited

(金輪國際創智有限公司), a limited liability company incorporated in Hong Kong on March 11, 2019 and a


References to “Golden Wheel Jade” are to Golden Wheel Jade Company Limited (金輪翡翠有限公司), a

limited liability company incorporated in the BVI on May 8, 2012 and a wholly-owned subsidiary of the

Company.

References to “Golden Wheel Jasper” are to Golden Wheel Jasper Company Limited (金輪翠玉有限公

司), a limited liability company incorporated in the BVI on November 29, 2016 and a whollyowned subsidiary

of the Company.

References to “Golden Wheel Jewel” are to Golden Wheel Jewel Company Limited (金輪寶石有限公

司), a limited liability company incorporated in the BVI on February 1, 2013 and a wholly-owned subsidiary of

the Company.

References to “Golden Wheel Jumbo” are to Golden Wheel Jumbo Company Limited (金輪珍寶有限公

司), a limited liability company incorporated in the BVI on July 31, 2018 and a wholly-owned subsidiary of the

Company.

References to “Golden Wheel Liuli” are to Golden Wheel Liuli Company Limited (金輪琉璃有限公司),

a limited liability company incorporated in the BVI on November 29, 2016 and a wholly-owned subsidiary of

the Company.

viii HOK-#638260652-v10

References to “Golden Wheel Opal” are to Golden Wheel Opal Company Limited (金輪奧寶有限公司),

a limited liability company incorporated in the BVI on August 8, 2013 and a wholly-owned subsidiary of the

Company.

References to “Golden Wheel Pearl” are to Golden Wheel Pearl Company Limited (金輪明珠有限公司),

a limited liability company incorporated in the BVI on May 8, 2012 and a wholly-owned subsidiary of the

Company.

References to “Golden Wheel Ruby” are to Golden Wheel Ruby Company Limited (金輪紅寶有限公司),

a limited liability company incorporated in the BVI on April 20, 2015 and a wholly-owned subsidiary of the

Company.

References to “Golden Wheel Sapphire” are to Golden Wheel Sapphire Company Limited (金輪藍寶有

限公司), a limited liability company incorporated in the BVI on April 20, 2015 and a whollyowned subsidiary of

the Company.

References to “Golden Wheel Tourmaline” are to Golden Wheel Tourmaline Company Limited (金輪碧

璽有限公司), a limited liability company incorporated in the BVI on June 24, 2013 and a wholly-owned

subsidiary of the Company.

References to “Golden Wheel Treasure” are to Golden Wheel Treasure Company Limited (金輪翠寶有限

公司), a limited liability company incorporated in the BVI on December 7, 2018 and a wholly-owned subsidiary

of the Company.

References to “Golden Wheel Trinity” are to Golden Wheel Trinity Company Limited (金輪鑽寶有限公

司), a limited liability company incorporated in the BVI on December 7, 2018 and a wholly-owned subsidiary of

the Company.

References to “Jiangsu Realty Investment” are to Jiangsu Realty Investment Urban Development

Corporation Limited (江蘇房投城市發展股份有限公司), a limited liability company incorporated in the PRC

on November 21, 2019 and the Company indirectly owns 18% of its shareholding.

References to “Jiangsu Shanghao” are to Jiangsu Shanghao Realty Company Limited (江蘇尚好置業有

限公司), a limited liability company incorporated in the PRC on April 20, 2020 and the Company indirectly

owns 37% of its shareholding.

References to “Jin Gang Corporation” are to Jin Gang Corporation Investments Company Limited (金港

共贏投資有限公司), a limited liability company incorporated in Hong Kong on March 11, 2021 and the

Company indirectly owns 50% of its shareholding.

References to “Lianyungang Golden Wheel Real Estate” are to Lianyungang Golden Wheel Real Estate

Development Co., Ltd. (連雲港金輪房地產開發有限公司), a limited liability company incorporated in the PRC

on May 7, 2021 and the Company indirectly owns 70% of its shareholding.

References to “Lianyungang Sufangtou” are to Lianyungang Sufangtou Realty Company Limited (連雲

港蘇房投置業有限公司), a limited liability company incorporated in the PRC on October 29, 2019 and the


References to “Nanjing Crystal Golden Wheel Realty” are to Nanjing Crystal Golden Wheel Realty Co.,

Ltd. (南京水晶金輪置業有限公司), a limited liability company incorporated in the PRC on August 19, 2013


References to “Nanjing Emerald Golden Wheel” are to Nanjing Emerald Golden Wheel Realty Company

Limited (南京綠寶金輪置業有限公司), a limited liability company incorporated in the PRC on March 10, 2017


ix HOK-#638260652-v10

References to “Nanjing Golden Wheel Business Management” are to Nanjing Golden Wheel Business

Management Corporation Limited (南京金輪商業管理股份有限公司), a limited liability company incorporated

in the PRC on September 2, 2013 and a wholly-owned subsidiary of the Company.

References to “Nanjing Golden Wheel Coast” are to Nanjing Golden Wheel Coast Business Management

Co., Limited (南京金輪水岸商業管理有限公司), a limited liability company incorporated in the PRC on

February 1, 2013. Nanjing Golden Wheel Coast is a joint venture company owned as to 60% by Nanjing Jade

Golden Wheel and 40% by Qinhuai River Development Company, an independent third party, and was de-

registered effective March 2, 2017.

References to “Nanjing Golden Wheel Glory” are to Nanjing Golden Wheel Glory Commercial

Management Co., Ltd. (南京金輪創輝商業管理有限公司), a limited liability company incorporated in the PRC

on September 28, 2015 and a wholly-owned subsidiary of the Company.

References to “Nanjing Golden Wheel Hotel Management” are to Nanjing Golden Wheel Hotel

Management Company Limited (南京金輪酒店管理有限公司), a limited liability company incorporated in the

PRC on April 5, 2017 and a wholly-owned subsidiary of the Company.

References to “Nanjing Golden Wheel Real Estate” are to Nanjing Golden Wheel Real Estate

Development Co., Ltd. (南京金輪房地產開發有限公司), a limited liability company incorporated in the PRC

on April 21, 1994 and a wholly-owned subsidiary of the Company.

References to “Nanjing Xingda Business” are to Nanjing Golden Wheel Xingda Business Management

Company Limited (南京金輪興達商業管理有限公司), a limited liability company incorporated in the PRC on

December 29, 2020 and a wholly-owned subsidiary of the Company.

References to “Nanjing Golden Wheel Xinghao Hotel” are to Nanjing Golden Wheel Xinghao Hotel

Company Limited (南京金輪星豪酒店有限公司), a limited liability company incorporated in the PRC on July


References to “Nanjing Golden Wheel Xingzhi Hotel” are to Nanjing Golden Wheel Xingzhi Hotel Co.,

Ltd. (南京金輪星致酒店有限公司), a limited liability company incorporated in the PRC on August 24, 2016


References to “Nanjing Jade Golden Wheel” are to Nanjing Jade Golden Wheel Realty Company Limited (南京翡翠金輪置業有限公司), a limited liability company incorporated in the PRC on June 21, 2002 and a


References to “Nanjing Jinyi Business” are to Nanjing Jinyi Business Management Company Limited (南

京金藝商業管理有限公司), a limited liability company incorporated in the PRC on July 7, 2002 and a wholly-


References to “Nanjing Jumbo Golden Wheel” are to Nanjing Jumbo Golden Wheel Realty Company

Limited (南京珍寶金輪置業有限公司), a limited liability company incorporated in the PRC on May 9, 2019 and


References to “Nanjing Metro Real Estate” are to Nanjing Metro Real Estate Investment Co., Ltd. (南京

捷運房地產投資有限責任公司), a limited liability company incorporated in the PRC on July 25, 2012 and a


References to “Nanjing Pearl Golden Wheel” are to Nanjing Pearl Golden Wheel Realty Co., Ltd. (南京

明珠金輪置業有限公司), a limited liability company incorporated in the PRC on January 30, 2013 and a


References to “Nanjing Ruby Golden Wheel” are to Nanjing Ruby Golden Wheel Realty Co., Ltd. (南京

紅寶金輪置業有限公司), a limited liability company incorporated in the PRC on July 4, 2018 and a wholly-


x HOK-#638260652-v10

References to “Nanjing Ruiyu Real Estate” are to Nanjing Ruiyu Real Estate Development Co., Ltd. (南

京銳昱房地產開發有限公司), a limited liability company incorporated in the PRC on October 9, 2017 and the


References to “Nanjing Sapphire Golden Wheel” are to Nanjing Sapphire Golden Wheel Realty Co.,

Limited (南京藍寶金輪置業有限公司), a limited liability company incorporated in the PRC on December 18,


References to “Nanjing Tourmaline Business” are to Nanjing Tourmaline Business Management

Company Limited (南京碧璽商業管理有限公司), a limited liability company incorporated in the PRC on

December 10, 2019 and a wholly-owned subsidiary of the Company.

References to “Nanjing Xinghao Decoration” are to Nanjing Xinghao Decoration Engineering Co., Ltd.

(南京星豪裝飾工程有限公司), a limited liability company incorporated in the PRC on December 28, 2016 and


References to “Powerlong Golden Wheel Coral” are to Powerlong Golden Wheel Coral Company

Limited (寶龍金輪珊瑚有限公司), formerly known as Golden Wheel Coral Company Limited (金輪珊瑚有限

公司), a limited liability company incorporated in the BVI on May 30, 2013 and the Company owns 49% of the

shareholding.

References to “Powerlong Golden Wheel International Famous” are to Powerlong Golden Wheel

International Famous Company Limited (寶龍金輪國際創譽有限公司), formerly known as Golden Wheel

International Famous Company Limited (金輪國際創譽有限公司), a limited liability company incorporated in

Hong Kong on July 5, 2013 and the Company indirectly owns 49% of its shareholding.

References to “Success Seeker” are to Success Seeker Limited (貳發有限公司), a limited liability

company incorporated in Hong Kong on September 15, 2011 and a wholly-owned subsidiary of the Company.

References to the “Wong Family” are to Mr. Wong Yam Yin (王欽賢), Mr. Wong Kam Fai (王錦輝),

Mr. Wong Kam Keung, Barry (王錦強) and Ms. Hung So Ling (洪素玲), collectively.

References to “Wuxi Golden Wheel” are to Wuxi Golden Wheel Real Estate Development Co., Ltd. (無

錫金輪房地產開發有限公司), a limited liability company incorporated in the PRC on March 5, 2014 and a


References to “Yangzhou Golden Wheel Real Estate” are to Yangzhou Golden Wheel Real Estate

Development Co., Ltd. (揚州金輪房地產開發有限公司), a limited liability company incorporated in the PRC

on December 15, 2006 and a wholly-owned subsidiary of the Company.

References to “Yangzhou Golden Wheel Powerlong Realty” are to Yangzhou Golden Wheel &

Powerlong Realty Co. Ltd. (揚州金輪寶龍置業有限公司), formerly known as Yangzhou Jade Golden Wheel

Realty Company Limited (揚州翡翠金輪置業有限公司), a limited liability company incorporated in the PRC

on November 15, 2013 and the Company indirectly owns 49% of its shareholding.

References to “Yangzhou Jiashiwei Construction Development” are to Yangzhou Jiashiwei Construction

Development Limited (揚州嘉世威建設發展有限公司), a limited liability company incorporated in the PRC on

September 15, 2017 and the Company indirectly owns 20% of its shareholding.

References to “Yangzhou Jiuhe Realty” are to Yangzhou Jiuhe Realty Company Limited (揚州九和置業

有限公司), a limited company incorporated in the PRC on February 19, 2019 and the Company indirectly owns

49% of its shareholding.

References to “Yangzhou Ruixiang” are to Yangzhou Economic & Technological Development Zone

Ruixiang Business Management Company Limited (揚州經濟技術開發區瑞祥商業管理有限公司), a limited

xi HOK-#638260652-v10

liability company incorporated in the PRC on September 2, 2020 and a wholly-owned subsidiary of the

Company.

References to “Yangzhou Sing Yuet” are to Yangzhou Economic & Technological Development Zone

Golden Wheel Sing Yuet Hotel Management Co., Ltd. (揚州市經濟技術開發區金輪星悅酒店管理有限公司),

a limited liability company incorporated in the PRC on June 25, 2019 and a wholly-owned subsidiary of the

Company.

References to “Yangzhou Sufangtou Real Estate” are to Yangzhou Sufangtou Real Estate Co., Ltd. (揚州

蘇房投置業有限公司), a limited liability company incorporated in the PRC on September 26, 2019 and the

Company directly owns 32.64% of its shareholding and indirectly owns 5% of its shareholding.

References to “Zhuzhou Golden Wheel Business Management” are to Zhuzhou Golden Wheel Business

Management Co., Ltd. (株洲金輪商業管理有限公司), a limited liability company incorporated in the PRC on

February 1, 2010 and a wholly-owned subsidiary of the Company.

References to “Zhuzhou Golden Wheel Real Estate” are to Zhuzhou Golden Wheel Real Estate

Development Co., Ltd. (株洲金輪房地產開發有限公司), a limited liability company incorporated in the PRC

on July 30, 2004 and a wholly-owned subsidiary of the Company.

References to “Zhuzhou Jade Golden Wheel Realty” are to Zhuzhou Jade Golden Wheel Realty Co., Ltd. (株洲翡翠金輪置業有限公司), a limited liability company incorporated in the PRC on September, 24, 2013 and


References to “Winner Year” are to Winner Year Limited (勝年有限公司), a limited liability company

incorporated in the BVI on December 9, 2011 and a wholly-owned subsidiary of the Company.

References to “Wuxi Golden Wheel Glory” are to Wuxi Golden Wheel Glory Commercial Management

Co., Ltd. (無錫金輪創輝商業管理有限公司), a limited liability company incorporated in the PRC on October


References to “Wuxi Jade Golden Wheel Realty” are to Wuxi Jade Golden Wheel Realty Company

Limited (無錫翡翠金輪置業有限公司), a limited liability company incorporated in the PRC on July 20, 2017


References to “Wuxi Metro Business Development” are to Wuxi Metro Business Development Company

Limited (無錫地鐵商業發展有限公司), a limited liability company incorporated in the PRC on May 14, 2020

and the Company indirectly owns 60% of its shareholding.

References to “Wuxi Yi Zhong” are to Wuxi Yi Zhong Property Development Company Limited (無錫市

益眾房地產開發有限公司), a limited liability company incorporated in the PRC on November 7, 2017 and a


Unless the context otherwise requires, each phase of a property development project referred to in this

information memorandum is considered as a separate property development.

Unless the context otherwise requires, references to “2018,” “2019” and “2020” in this information

memorandum are to our financial years ended December 31, 2018, 2019 and 2020, respectively.

All site area and gross floor area (“GFA”) information presented in this information memorandum

represents the site area and GFA of the entire project, including those attributable to the minority shareholders of

our non-wholly owned project companies. References to “sq.m.” are to the measurement unit of square meters.

In this information memorandum, a land grant contract refers to a state-owned land use right grant

contract (國有土地使用權出讓合同) between a developer and the relevant PRC governmental land

administrative authorities, typically the local land bureaus.

xii HOK-#638260652-v10

In this information memorandum, a land use rights certificate refers to a state-owned land use right

certificate (國有土地使用證) issued by a local real estate and land resources bureau with respect to the land use

right; a construction land planning permit refers to a construction land planning permit (建設用地規劃許可證)

issued by local urban zoning and planning bureaus or equivalent authorities in China; a construction works

planning permit refers to a construction works planning permit (建設工程規劃許可證) issued by local urban

zoning and planning bureaus or equivalent authorities in China; a construction permit refers to a construction

works commencement permit (建築工程施工許可證) issued by local construction committees or equivalent

authorities in China; a pre-sale permit refers to a commodity property pre-sale permit (商品房預售許可證)

issued by local housing and building administrative bureaus or equivalent authorities with respect to the pre-sale

of relevant properties; a certificate of completion refers to an inspection and acceptance form of construction

completion (竣工驗收備案表); and a property ownership certificate refers to a property ownership certificate (

房屋所有權證) (or in certain areas of the PRC, a property ownership and land use right certificate (房地產權證)

issued by a local real estate bureau with respect to the ownership rights of the buildings on the relevant land.

In this information memorandum, where information has been presented in thousands, millions or billions

of units, amounts may have been rounded up or down. As a result, the totals presented in this information

memorandum may not be the exact arithmetic aggregation of the figures that are components of the totals.

xiii HOK-#638260652-v10

FORWARD-LOOKING STATEMENTS

This information memorandum contains forward-looking statements that are, by their nature, subject to

significant risks and uncertainties. These forward-looking statements include statements relating to:

our business, financing and operating strategies;

our capital expenditure and property development plans;

our operations and business prospects;

various business opportunities that we may pursue;

the interpretation and implementation of rules and regulations relating to land appreciation tax

(“LAT”);

the prospective financial information regarding our businesses;

availability and costs of bank loans and other forms of financing;

projects under development or held for future development;

the regulatory environment of our industry in general;

the performance and future developments of the property market in China or any region in

China in which we may engage in property development;

changes in political, economic, legal and social conditions in China, including the specific

policies of the PRC central and local governments affecting the regions where we operate,

which affect land supply, availability and cost of financing, pre-sale, pricing and volume of our

property development projects;

our ability to obtain the various permits, proper legal titles or approvals for our properties

under development or held for future development;

timely repayments by our purchasers of mortgage loans guaranteed by us;

changes in competitive conditions and our ability to compete under these conditions;

the performance of the obligations and undertakings of the third-party contractors under

various construction, building, interior decoration, material and equipment supply and

installation contracts;

changes in currency exchange rates; and

other factors beyond our control.

In some cases, you can identify forward-looking statements by such terminology as “may,” “will,”

“should,” “could,” “would,” “expect,” “intend,” “plan,” “anticipate,” “going forward,” “ought to,” “seek,”

“project,” “forecast,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or

other comparable terminology. Such statements reflect the current views of our management with respect to

future events, operations, results, liquidity and capital resources and are not guarantee of future performance and

some of which may not materialize or may change. We cannot assure you that those expectations will prove to

be correct, and you are cautioned not to place undue reliance on such statements. In addition, unanticipated

events may adversely affect the actual results we achieve. Important factors that could cause actual results to

differ materially from our expectations are disclosed under the section entitled “Risk Factors.” Except as

required by law, we undertake no obligation to update or otherwise revise any forward-looking statements

contained in this information memorandum, whether as a result of new information, future events or otherwise

xiv HOK-#638260652-v10

after the date of this information memorandum. All forward-looking statements contained in this information

memorandum are qualified by reference to the cautionary statements set forth in this section.

xv HOK-#638260652-v10

ENFORCEABILITY OF CIVIL LIABILITIES

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability

and operate principally in the PRC. As substantially all of our business is conducted, and substantially all of our

assets are located, in the PRC, our operations are generally affected by and subject to the PRC legal system and

PRC laws and regulations. All or substantially all of our directors and officers and the experts named herein may

be located outside the United States. As a result, it may not be possible for investors to effect service of process

within the United States upon us, any of the Subsidiary Guarantors or such persons or to enforce against us, any

of the Subsidiary Guarantors or such persons judgments obtained in United States courts, including judgments

predicated upon the civil liability provisions of the federal securities laws of the United States.

Since 1979, the PRC Government has promulgated laws and regulations in relation to general economic

matters such as foreign investment, corporate organization and governance, commerce, taxation, foreign

exchange and trade, with a view toward developing a comprehensive system of commercial law. In particular,

legislation over the past three decades has significantly enhanced the protections afforded to various forms of

foreign investment in China. As a result of this activity to develop the legal system, the system of laws in China

continues to evolve. However, even where adequate law exists, the enforcement of existing laws or contracts

may be uncertain and sporadic. The PRC legal system is based on written statutes and their interpretation, and

prior court decisions may be cited for reference but have limited weight as precedent. It may be difficult for

investors to effect service of process upon us or our directors and officers. We have been advised by JunHe LLP

that it is uncertain whether the courts of the PRC would (i) enforce against us, or our directors and officers,

judgments obtained in courts or arbitration tribunals outside the PRC which are predicated upon the laws of

jurisdictions other than the PRC, including the civil liability provisions of the U.S. federal or state securities laws

or (ii) entertain original actions brought in the PRC against us, or our directors and officers, predicated upon U.S.

federal or state securities laws.

We have similarly been advised by Conyers Dill & Pearman, our counsel as to Cayman Islands laws, that

it is uncertain whether the courts of the Cayman Islands would (i) enforce against us judgments obtained in

courts or arbitration tribunals outside the Cayman Islands which are predicated upon the laws of jurisdictions

other than the Cayman Islands, including the civil liability provisions of U.S. federal or state securities laws or

(ii) entertain original actions brought in the Cayman Islands against us predicated upon U.S. federal or state

securities laws. Conyers Dill & Pearman have advised us that the courts of the Cayman Islands would recognize

as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts in the

United States under which a sum of money is payable (other than a sum of money payable in respect of multiple

damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain

circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon

provided that: (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts

did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by

fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e)

no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the

courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the

Cayman Islands.

We have similarly been advised by Conyers Dill & Pearman, our counsel as to British Virgin Islands

laws, that it is doubtful whether the courts in the British Virgin Islands will enforce judgments obtained in the

United States, against us or our directors or officers under the securities laws of the United States or entertain

actions in the British Virgin Islands against us or our directors or officers under the securities laws of the United

States.

We have been further advised by Conyers Dill & Pearman that the courts of the British Virgin Islands

would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the United States

courts against us under which a sum of money is payable (other than a sum of money payable in respect of

multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give

a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such

judgment, (b) such courts did not contravene the rules of natural justice of the British Virgin Islands, (c) such

judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public

policy of the British Virgin Islands, (e) no new admissible evidence relevant to the action is submitted prior to

the rendering of the judgment by the courts of the British Virgin Islands and (f) there is due compliance with the

correct procedures under the laws of the British Virgin Islands.

xvi HOK-#638260652-v10

We have been advised that Hong Kong has no arrangement for the reciprocal enforcement of judgments

with the United States. However, under Hong Kong common law, a foreign judgment (including one from a

court in the United States predicated upon U.S. federal or state securities laws) may be enforced in Hong Kong

by bringing an action in a Hong Kong court, and then seeking summary or default judgment on the strength of

the foreign judgment, provided that the foreign judgment is for a debt or definite sum of money and is final and

conclusive on the merits. In addition, the Hong Kong courts may refuse to recognize or enforce a foreign

judgment if such judgment:

(a) was obtained by fraud;

(b) was rendered by a foreign court that lacked the appropriate jurisdiction at the time;

(c) is contrary to public policy or natural justice;

(d) is for penal damages;

(e) is based on foreign penal, revenue or other public law; or

(f) enforcement proceedings are instituted within six years after the date of the original judgment.

xvii HOK-#638260652-v10

PRESENTATION OF FINANCIAL INFORMATION

Our financial statements are prepared in accordance with International Financial Reporting Standards

(“IFRSs”) issued by the International Accounting Standard Board, which differ in certain respects from generally

accepted accounting principles in certain other countries. You should seek professional advice with respect to

such differences from generally accepted accounting principles.

1

SUMMARY

This summary highlights information contained elsewhere in this information memorandum and does not

contain all the information that may be important to you in deciding whether to invest in the Notes. You should

read the entire information memorandum, including the section entitled “Risk Factors” and our consolidated

financial statements and the notes thereto, before making an investment decision.

Overview

We are an integrated commercial and residential property developer, owner and operator with a proven

track record in China. We focus on developing projects in Jiangsu and Hunan provinces that are physically

connected or in close proximity to metro stations or other transportation hubs. Examples of such projects are our

Golden Wheel International Plaza, Golden Wheel Time Square, Golden Wheel New Metro, Golden Wheel Star

Plaza, Golden Wheel Jinqiao Huafu, Golden Wheel Star-cube, Golden Wheel Binary Star Plaza, Wuxi Golden

Wheel Star Plaza, Zhuzhou Golden Wheel Jade Garden and Changsha Golden Wheel Star Plaza. In 2018, we

expanded our presence in the overseas market with our first commercial property development project in Hong

Kong.

In addition to developing and operating our own projects, we manage and sub-lease newly developed

metro station shopping malls owned by certain metro companies pursuant to our leasing and operational

management contracts with them. Examples of such arrangements include our operating contracts to manage

metro station shopping malls in Nanjing, Suzhou, Wuxi, Changsha and Xuzhou.

We also have four hotels under operation, namely Golden Wheel Atour Hotel in Nanjing, Golden Wheel

Hampton by Hilton in Changsha, Golden Wheel Hampton by Hilton in Yangzhou and Golden Wheel Courtyard

Hotel in Nanjing, and one hotel under development or renovation, which is located in a prime location in Nanjing

and expected to start operation in 2021.

We were founded in 1994 by our chairman, Mr. Wong Yam Yin, a prominent Indonesian Chinese with

over 30 years of business experience in Asia, including China, and we have a well-established operating history

in China under the leadership of our vice chairman and chief executive officer, Mr. Wong Kam Fai, since the

inception of the business. Mr. Wong Kam Fai graduated in 1994 from the University of New South Wales in

Australia and holds senior membership positions in various real estate and business associations in China and

Hong Kong. In January 2013, we completed our initial public offering and our shares became listed on The Stock

Exchange of Hong Kong Limited (the “HKSE”).

As of December 31, 2020, we, together with our joint ventures and associates, had a total land bank of

GFA of approximately 1,825,912 sq.m., including (i) approximately 115,246sq.m. of completed but unsold

properties, (ii) approximately 12,842sq.m. of own used properties, (iii) approximately 189,204 sq.m. of

completed investment properties, (iv) approximately 788,195sq.m. of properties under development and (v)

approximately 720,425sq.m. of properties developed by our joint ventures and associates, while the total GFA of

properties in respect of which we have entered into leasing and operating contracts to manage was around

128,150 sq.m.

Our proven business model balances our short-term capital need and long-term financial strength. We sell

a mix of offices, residential properties, hotel-style apartments and retail properties to provide cash flow to

support business development and capital growth, while strategically retaining selected shopping malls for

recurring rental income and long-term financial strength. Our flagship project, Golden Wheel International Plaza

in Xinjiekou, a well-known commercial center in Nanjing, Jiangsu Province, is situated on top of the Xinjiekou

metro station with a total GFA of approximately 98,031 sq.m. and has become a well-recognized commercial

development in Nanjing. We have sold the office premises and service apartments and leased the shopping mall

units to international and domestic brands, such as KFC and Watsons as major tenants. The residential units

within our integrated commercial and residential property projects are positioned for mass market home buyers in

Jiangsu and Hunan provinces. We believe this market segment has a strong and sustainable demand and is less

susceptible to austerity measures imposed by the PRC government on the property sector.

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In addition to developing, leasing and managing our own properties, we have also successfully leveraged

our experience in commercial property management and expanded our business to management of shopping

malls owned by third parties. We have entered into operating contracts with metro companies to manage metro

station shopping malls, such as the Xinjiekou Metro Mall owned by Nanjing Metro, as metro station leasing and

operational management is less capital intensive and currently has higher profit margins than property

development. As of December 31, 2020, we had secured commercial property leasing and operational

management contracts of metro stations of five cities, namely Nanjing, Suzhou, Wuxi, Changsha and Xuzhou.

We believe that the continuing development of metro systems in second and third-tier cities will create

significant opportunities for us to develop and operate metro-linked malls in these cities.

Our property development business, property leasing business (including metro leasing and operational

management) and hotel operation business accounted for 82.4%, 14.9% and 2.7%, respectively, of our total

revenue for the year ended December 31, 2020. For the years ended December 31, 2018, 2019 and 2020, the

Group generated revenue of RMB1,188.4 million, RMB1,328.2 million and RMB1,144.5 million from property

development, RMB203.9 million, RMB209.6 million and RMB207.6 million from property leasing, and

RMB54.0 million, RMB67.7 million and RMB37.1 million from hotel operation, respectively. We have

developed six shopping malls and integrated commercial and residential developments: Golden Wheel

International Plaza, Golden Wheel Binary Star Plaza and Golden Wheel New Metro in Nanjing, Jiangsu

Province, Wuxi Golden Wheel Star Plaza in Wuxi, Jiangsu Province, Golden Wheel Time Square in Zhuzhou,

Hunan Province, and Changsha Golden Wheel Star Plaza in Changsha, Hunan Province.

Recent Developments

The 2023 USD Additional Notes

On January 6, 2021, the Company issued additional 14.25% senior notes due 2023 in an aggregate

principal amount of US$85.0 million. The additional notes were consolidated and formed a single class with the

2023 USD Notes. The Company intends to use the proceeds from the additional notes to refinance its existing

indebtedness.

Maturity and redemption of the outstanding 2021 USD Notes

The 2021 USD Notes matured on January 18, 2021 and we have completed the redemption of the

outstanding 2021 USD Notes in full in an aggregate principal amount of US$137.6 million together with accrued

and unpaid interest of US$4.8 million up to but excluding the maturity date. The total redemption price we paid

on the maturity date in accordance with the terms of the indenture was US$142.4 million.

Disposals of shares of Ganglong China Property Group Limited

We disposed of a total of 20,000,000 shares of Ganglong China Property Group Limited on the open

market of the HKSE in a series of transactions conducted on December 3, 2020, March 25, 2021 and May 13,

2021, respectively, at an average price of HK$4.01, HK$4.48 and HK$4.42 per share, respectively, for an

aggregate consideration of HK$84.6 million (before deducting stamp duty and related transaction costs). After

the completion of the latest disposal, we will not hold any shares of Ganglong China Property Group Limited.

The COVID-19 pandemic

The COVID-19 pandemic that began at the end of 2019 has affected millions of individuals and caused a

significant decline in the overall global and PRC economies. The grave impact has adversely affected the

development of the PRC property market, which suffered a critical setback during the first half of 2020,

especially in the first quarter, as both construction activities and sales activities were required to be suspended in

order to contain the spread of the COVID-19 outbreak. In particular, our business, especially property leasing and

hotel operation, during the first half of 2020 was significantly affected by the outbreak. However, the PRC

central and local governments have taken various measures to manage COVID-19 cases and reduce the potential

spread and impact of the outbreak. Starting from the second quarter of 2020, the COVID-19 outbreak has been

gradually brought under control in most of the PRC cities, and market sentiment has gradually resumed, and we

accelerated the launch of our pre-sale projects. As a result, we achieved a record high contracted sales in 2020.

During the year ended December 31, 2020, we and our joint ventures and associates achieved total contracted

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sales and attributable contracted sales of RMB4,081.0 million and RMB3,234.4 million, respectively, which were

17.2% and 25.7% higher than the corresponding results in 2019.

It is difficult to predict how long the adverse impact of COVID-19 will persist and the extent to which we

may be affected. We cannot assure you that our business, financial condition and results of operations will not be

materially and adversely affected. See “Risk Factors — Risks Relating to China —The PRC national economy

and economies in different regions of the PRC may be adversely affected by natural disasters, acts of God, and

occurrence of pandemics or epidemics.”

Our Competitive Strengths

We believe that the following competitive strengths have contributed to our success and will continue to

enable us to capitalize on future growth opportunities and to compete effectively in the real property

development and operation industries:

We have a focused and proven business model that balances our short-term capital need and long-term

financial strength

We are an integrated commercial and residential property developer, owner and operator of strategically-

located commercial properties with a proven track record in China. We sell a mix of our offices, residential

properties, hotel-style apartments and retail properties to provide cash flow to support business development and

capital growth while strategically retaining selected shopping malls for recurring rental income and entering into

metro leasing and operational engagements to enhance long-term financial strength.

Our property sales provide a healthy cash flow for our business development and capital growth, by

developing and selling a mix of offices, residential properties, hotel-style apartments and retail properties. Our

revenue from property development amounted to RMB1,188.4 million, RMB1,328.2 million and RMB1,144.5 million for the years ended December 31, 2018, 2019 and 2020, respectively.

Our investment properties and the leasing and operational management of metro station shopping malls,

on the other hand, ensure our long-term financial strength. We strategically retain a portion of our commercial

properties as investment properties upon completion to generate steady recurring income. In 2019, we acquired

two pieces of land in Nanjing and Yangzhou, Jiangsu Province, with a site area of approximately 101,845 sq.m.

and 19,890 sq.m., respectively, and a comprehensive plot ratio of 5.79 and 1.2, respectively. In 2020, we invested

in five associates with a capital amount of approximately RMB350 million. These five associates all invested in

residential projects with a total saleable GFA of 479,434 sq.m. Our equity interest in these joint ventures ranged

from 10% to 37%. As of December 31, 2020, we, together with our joint ventures and associates, had a total land

bank of GFA of approximately 1,825,912 sq.m. As of the same date, we had completed investment properties

with a total GFA of approximately 189,204 sq.m., with an overall occupancy rate of around 80% for the year

ended December 31, 2020. In addition, the expansion of our property leasing business into metro leasing and

operational engagement has allowed us to generate additional cash flow and further strengthen our long-term

financial condition. In 2020, we entered into leasing and operational management contract with the local

authority in relation to the underground commercial space in eight stations on Wuxi Metro Lines 3 and 4 for a

term of 10 years, with a total leasable GFA of approximately 45,500 sq.m. As of December 31, 2020, we had

leasing and operational management contracts of 24 metro station shopping malls in five cities in China with a

total leasable GFA of approximately 128,150 sq.m., 10 of which were under operation and the overall occupancy

rate was over 90%. Our revenue from property leasing amounted to RMB203.9 million, RMB209.6 million and

RMB207.6 million for the years ended December 31, 2018, 2019 and 2020, respectively.

We have a strong core business and established market position

Our core business is to develop integrated properties in strategic locations physically connected or in close

proximity to metro stations or other transportation hubs for sale and investment. A prime example is our flagship

project Golden Wheel International Plaza in Xinjiekou, Nanjing, with a total GFA of 98,031 sq.m. We have sold

the office premises and service apartments and leased the shopping mall units to major international and

domestic brands. This project has received various real estate awards in recognition of its aesthetic appeal and

commercial value, including the “Yangtze Cup Superior Quality Project Award” (“揚子杯”優質工程獎) by

the Housing and Construction Bureau of Jiangsu province (江蘇省住房和城鄉建設廳) in 2011. With their prime

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commercial locations, easy access to local transportation networks and distinctive project designs, most of our

completed projects have become well-recognized developments in their respective cities.

We have a proven track record for developing quality projects that are in demand by our target markets.

With extensive knowledge of local demographics and macro-social trends, we generally position residential units

within our integrated commercial and residential property projects for mass market home buyers. We believe this

market segment has a more sustainable demand and is less susceptible to austerity measures imposed by the PRC

government on the property sector. We also develop hotel-style apartment, retail properties and office spaces as

part of our integrated commercial projects. These properties target commercial buyers and are popular among

property investors and end-users alike due to their convenient location, high quality and affordable price.

We also have an established market position in commercial property leasing and management. We

currently own and manage six shopping malls as part of our integrated commercial projects. As of December 31,

2020, we had also entered into operating agreements in respect of 24 metro malls in five cities including Nanjing,

Suzhou, Wuxi, Changsha and Xuzhou. These shopping malls are connected or in close proximity to metro

stations or other transportation hubs, which provide high pedestrian walk-through traffic flow. Our quality

developments, strong relationship with tenants and professional and active lease management have enabled us to

achieve high occupancy and steady rental growth across all properties under our management. As of December

31, 2020, 10 metro station shopping malls were under operation and the overall occupancy rate was over 90%.

We are also a strategic partner of Nanjing Metro and are the leasing and operational manager of Xinjiekou Metro

Mall owned by Nanjing Metro.

We have maintained a strategically-located and high quality land bank

We believe that a quality land bank acquired at competitive cost is crucial to our long-term success. In

view of our long-term growth strategy, we focus on acquiring small to medium-sized parcels of land located

close to metro stations or other transportation hubs. These parcels of land feature attractive land acquisition

prices due to their relatively small site areas and reduced competition from large-scale property developers. In

addition to size, acquisition prices and access to transportation network, we also take into consideration the site’s

proximity to the city centers or business districts, its level of importance in the city’s development plans and the

overall cost structure of the potential development while assessing the quality of a potential land acquisition. Our

strategy is to acquire sufficient land bank for development in the next two to three years while ensuring efficient

capital deployment and optimal investment return. We do not acquire and retain a substantial land bank without a

specific development plan due to the high capital expenditure involved and the volatility of the PRC property

market. Since November 2016, we have been actively participating in public auctions as to acquire land of good

quality in order to meet our development strategy. As of December 31, 2020, we had successfully acquired ten

new projects for property development, including a piece of land acquired in the first half of 2019 in Nanjing for

developing commercial, service and office use and a piece of land acquired in the second half of 2019 in

Yangzhou designated for the residential purpose with a term of 70 years. In 2020, the Company invested in five

associates with a capital amount of approximately RMB350 million and a total saleable GFA of 479,434 sq.m.

Our land bank, which is currently at over 1,800,000 sq.m., will allow us to grow stably for the next three years.

We have maintained a prudent growth strategy and conservative financial policies

We are committed to maintaining a prudent approach to expenditure budgeting and our financial structure

and liquidity. We also have a balanced business model with a steadily growing portfolio of investment properties

which provides us with a long-term recurring income stream. We fund our capital expenditure through a healthy

mixture of debt and equity financings and avoid assuming excessive debts. Our net debt to equity ratio was

95.6% as of December 31, 2020, as compared to 96.8% as of December 31, 2019. With our initial public offering

in January 2013, we are now listed on the HKSE and have access to the international capital markets. We believe

that our balanced financial structure and our flexibility in accessing both debt and equity capital markets allow us

to be better able to withstand potential market volatility and to meet our financial obligations.

Experienced and dedicated management team with extensive experience in the PRC real estate industry

Our chairman, Mr. Wong Yam Yin, and our vice chairman and chief executive officer, Mr. Wong Kam

Fai, and other core management members have led the growth of our business since our inception in 1994. Our

senior management team members have extensive experience in the PRC real estate industry and possess in-

depth knowledge in project development and property leasing and operational management. We believe that our

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highly experienced and dedicated senior management members will enable us to maintain the growth of our

business. We continually seek to attract and retain management talent to further expand our business operations.

Our Business Strategies

We intend to become a leading integrated commercial property developer with a focus on life-style

shopping malls with easy access to metro stations or other transportation hubs. To achieve this, we intend to

focus on the following strategies:

We will further expand our property leasing business and further diversify our business

To meet the changes in the market conditions, we have refined our strategy to focus more on the property

leasing business, especially on metro station leasing and operational management which is less capital intensive

and has higher profit margin than property development. Our revenue from property leasing increased from

RMB203.9 million for the year ended December 31, 2018 to RMB209.6 million for the year ended December 31,

2019, and decreased to RMB207.6 million for the year ended December 31, 2020. Despite the negative impact of

the COVID-19 outbreak on the performance of our property leasing business in 2020, we expect the revenue

from this segment to increase in the long term as a result of increased rental prices and increased total GFA of

our investment properties as we develop and/or operate additional properties.

Additionally, we have entered into the hotel operation business in order to expand and diversify our

portfolio in the operational management business. We focus on hotel operation in China, mainly in Jiangsu and

Hunan provinces. We have four hotels under operation, namely Golden Wheel Atour Hotel in Nanjing, Golden

Wheel Hampton by Hilton in Changsha, Golden Wheel Hampton by Hilton in Yangzhou and Golden Wheel

Courtyard Hotel in Nanjing, and one hotel under development or renovation, which is located in a prime location

in Nanjing.

We will continue to capitalize on our competitive advantages in developing life-style shopping malls and

commercial projects in Jiangsu and Hunan Provinces

By leveraging our proven track record, strong local knowledge and brand recognition, we intend to further

penetrate into Jiangsu and Hunan provinces, which we believe will continue to experience fast economic growth.

We also intend to continue to focus on the development and operation of life-style shopping malls and integrated

commercial projects in these markets. The construction of Golden Wheel New Metro, our metro-linked shopping

mall in Nanjing, which is connected to the Hedingqiao (河定橋) metro station, a major commuter station in

Nanjing was duly completed in 2013 and began operation in 2014. We intend to continue to develop projects

with prime commercial locations, easy access to local transportation networks and distinctive project designs,

and we believe these qualities will make our projects well-recognized and -received in their respective markets.

We also plan to leverage our experience in Jiangsu and Hunan provinces to expand our business

operations to second and third-tier cities with metro systems in other provinces in the medium to long term.

We will continue to optimize tenant mix and maximize occupancy and rental income

As we grow our portfolio of investment properties, we intend to continue to optimize our tenant mix in

order to increase our recurring rental income and reduce our operating risks. We aim to adopt a flexible and

proactive leasing strategy with existing and potential high quality tenants. We believe high quality tenants will

greatly enhance the value and rental prices of our investment properties by increasing the stability of our tenant

base, improving the profile and reputation of our properties, as well as attracting pedestrian traffic flow into our

properties. We intend to expand the presence of our major tenants, such as KFC, Watsons and Ikang (愛康國賓),

into all of our shopping malls and commercial projects by offering preferential leasing terms and providing

value-added operational management services.

We will maintain an optimal mix of properties for sale and properties for investment purposes

We intend to maintain a business model with an optimal mix of properties for sale and properties for

investment purposes. We plan to continue our balanced approach in selecting properties for sale and for

investment. We will continue to sell a mix of offices, residential properties, hotel-style apartments and retail

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properties to provide cash flow to support business development and capital growth and strategically retain

selected shopping malls for recurring rental income and long-term financial strength.

We will continue to maintain a disciplined financial strategy with prudent net debt to equity ratio and

steady cash flows

We will continue to maintain a disciplined financial strategy in our business operations. We have

maintained a prudent policy with regards to budgeting, cash management and planning of our financial structure

since inception. We intend to continue to maintain a balanced financial structure to achieve sustainable growth in

the medium to long term with a strong balance sheet and low net debt to equity ratio. We also intend to continue

to actively manage our project construction process to ensure sufficient internal cash flow for our ongoing capital

needs and other financial obligations. As of December 31, 2020, our net debt to equity ratio was 95.6%.

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THE OFFERING

The following summary is provided solely for your convenience. This summary is not intended to be

complete. You should read the full text and more specific details contained elsewhere in this information

memorandum. See “Description of the Notes.” Terms used in this summary and not defined shall have the

same meanings given to them in “Description of the Notes.”

Issuer ........................................ Golden Wheel Tiandi Holdings Company Limited.

Notes ........................................ US$144,999,000 aggregate principal amount of 16.0% Senior Notes

due 2023 (the “Notes”)

Exchange Offer ......................... The Notes will be issued pursuant to the Exchange Offer being

conducted by the Issuer in relation to any and all of the 2022 USD

Notes and the 2023 USD Notes.

Maturity Date ........................... July 11, 2023.

Interest ..................................... The Notes bear interest at the rate of 16.0% per annum, payable semi-

annually in arrears on each Interest Payment Date.

Interest Payment Dates ............. December 11, 2021, June 11, 2022, December 11, 2022 and July 11,

2023.

Ranking of the Notes ................ The Notes are:

general obligations of the Company;

senior in right of payment to any obligations of the Company

expressly subordinated in right of payment to the Notes;

at least pari passu in right of payment with all unsecured,

unsubordinated Indebtedness of the Company (subject to any

priority rights of such unsecured, unsubordinated Indebtedness

pursuant to applicable law);

guaranteed by the Subsidiary Guarantors and the JV Subsidiary

Guarantors (if any) on a senior basis, subject to the limitations

described below under “Description of the Notes — The Subsidiary

Guarantees and JV Subsidiaries” and in “Risk Factors — Risks

Relating to the Subsidiary Guarantees, the JV Subsidiary Guarantees

and the Collateral;”

effectively subordinated to the other secured obligations, if any

(other than Permitted Pari Passu Secured Indebtedness) of the

Company, the Subsidiary Guarantors and the JV Subsidiary

Guarantors (if any), to the extent of the value of the assets serving

as security therefor (other than the Collateral); and

effectively subordinated to all obligations of the Non-Guarantor

Subsidiaries.

Permitted Pari Passu Secured

Indebtedness ..........................

The Company and each Subsidiary Guarantor Pledgor may create Liens

on the Collateral pari passu with the Liens for the benefit of the

Holders to secure Indebtedness of the Company (including Additional

Notes) and any Pari Passu Subsidiary Guarantee of a Subsidiary

Guarantor Pledgor with respect to such Indebtedness (such

Indebtedness of the Company and any Subsidiary Guarantor Pledgor,

“Permitted Pari Passu Secured Indebtedness”), subject to the limitations

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described below under “Description of the Notes — Permitted Pari

Passu Secured Indebtedness.”

Subsidiary Guarantees .............. Each of the Subsidiary Guarantors and the JV Subsidiary Guarantors (if

any), jointly and severally, guarantees the due and punctual payment of

the principal of, premium, if any, and interest on, and all other amounts

payable under, the Notes.

A Subsidiary Guarantee given by a Subsidiary Guarantor and a JV

Subsidiary Guarantee given by a JV Subsidiary Guarantor may be

released in certain circumstances. See “Description of the Notes —

Release of the Subsidiary Guarantees and JV Subsidiary Guarantees.”

As of the issue date of the Notes, the initial Subsidiary Guarantors will

consist of all of the Restricted Subsidiaries other than those Restricted

Subsidiaries organized under the laws of the PRC (the “PRC Non-

Guarantor Subsidiaries”). All of the Subsidiary Guarantors are holding

companies that do not have significant operations.

In addition, the Company may designate any future Offshore Restricted

Subsidiary as an Offshore Non-Guarantor Subsidiary, subject to the

limitations described below under “— Offshore Non-Guarantor

Subsidiaries.” The Offshore Non-Guarantor Subsidiaries, together with

the PRC Restricted Subsidiaries, are referred to as the “Non-Guarantor

Subsidiaries.”

Any future Restricted Subsidiary, as defined under “Description of the

Notes — Definitions” (other than any Non-Guarantor Subsidiary), will

provide a guarantee of the Notes promptly and in any event within 30

days of becoming a Restricted Subsidiary.

Ranking of Subsidiary

Guarantees .............................

The Subsidiary Guarantee of each Subsidiary Guarantor:

is a general obligation of such Subsidiary Guarantor;

is effectively subordinated to secured obligations of such

Subsidiary Guarantor, to the extent of the value of the assets

serving as security therefor (other than the Collateral);

is senior in right of payment to all future obligations of such

Subsidiary Guarantor expressly subordinated in right of payment

to such Subsidiary Guarantee;

ranks at least pari passu with any guarantee provided by such

Subsidiary Guarantor to the holders of any permitted Pari Passu

Secured Indebtedness; and

ranks at least pari passu with all unsecured, unsubordinated

Indebtedness of such Subsidiary Guarantor (subject to any priority

rights of such unsecured, unsubordinated Indebtedness pursuant

to applicable law).

The Subsidiary Guarantee of each Subsidiary Guarantor Pledgor will:

be entitled to a first priority Lien on the Collateral (shared on a

pari passu basis with the holders of the holders of the 2022 USD

Notes, the holders of the 2023 USD Notes and any holders (or

their representatives) of any other Permitted Pari Passu Secured

Indebtedness (if any) and subject to any Permitted Liens) pledged

by such Subsidiary Guarantor Pledgor shared on a pari passu basis

with holders of Permitted Pari Passu Secured Indebtedness, if any;

and

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HOK-#638260652-v10

rank effectively senior in right of payment to the unsecured

obligations of such Subsidiary Guarantor Pledgor with respect to

the value of the Collateral securing such Subsidiary Guarantee

(subject to any priority rights of such unsecured obligations

pursuant to applicable law).

See “Risk Factors —Risks Relating to the Subsidiary Guarantees, the

JV Subsidiary Guarantees and the Collateral.”

Ranking of JV Subsidiary

Guarantees .............................

If any is provided, the JV Subsidiary Guarantee of each JV Subsidiary

Guarantor

will be a general obligation of such JV Subsidiary Guarantor;

will be enforceable only up to the JV Entitlement Amount;

will be effectively subordinated to secured obligations of such JV

Subsidiary Guarantor, if any, to the extent of the value of the

assets serving as security therefor (other than the Collateral);

will be limited to the JV Entitlement Amount, and will be senior

in right of payment to all future obligations of such JV Subsidiary

Guarantor expressly subordinated in right of payment to such JV

Subsidiary Guarantee; and

will be limited to the JV Entitlement Amount, and will rank at

least pari passu with all other unsecured, unsubordinated

Indebtedness of such JV Subsidiary Guarantor (subject to any

priority rights of such unsecured, unsubordinated Indebtedness


Offshore Non-Guarantor

Subsidiaries ............................

A future Offshore Restricted Subsidiary needs not provide a Subsidiary

Guarantee or JV Subsidiary Guarantee if it is designated by the Board

of Directors as an Offshore Non-Guarantor Subsidiary. The Board of

Directors may designate any Offshore Restricted Subsidiary to be an

Offshore Non-Guarantor Subsidiary if:

(1) at any time of determination, the total consolidated assets of all

Offshore Non-Guarantor Subsidiaries would not exceed 20.0% of

Total Assets; and

(2) such designation would not cause a Default.

Security .................................... The Company has, for the benefit of the holders of the Notes, agreed to

extend the pledge, or caused each initial Subsidiary Guarantor Pledgor

to extend the pledge, on the Capital Stock of all of the initial Subsidiary

Guarantors (collectively, the “Collateral”) held by the Company or the

Subsidiary Guarantor pledgers, as the case may be, on a first-priority

basis (subject to Permitted Liens and the Intercreditor Agreement)

pursuant to share mortgages or share charges on the applicable Capital

Stock of the initial Subsidiary Guarantors on the Original Issue Date in

order to secure the obligations of the Company under the Notes and the

Indenture.

The Collateral will be shared on a pari passu basis pursuant to the

Intercreditor Agreement by the holders of the Notes, the holders of the

2022 USD Notes, the holders of the 2023 USD Notes and the holders of

other Permitted Pari Passu Secured Indebtedness. Accordingly, in the

event of a default on the Notes or the other secured indebtedness and a

foreclosure on the Collateral, any foreclosure proceeds would be shared

by the holders of secured indebtedness in proportion to the outstanding

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HOK-#638260652-v10

amounts of each class of secured indebtedness. In addition, the

Collateral securing the Notes and the Subsidiary Guarantees may be

released or reduced in the certain circumstances. See “Description of

the Notes — Security.”

The Notes:

rank effectively senior in right of payment to unsecured

obligations of the Company with respect to the value of the

Collateral pledged by the Company securing the Notes (subject

to any priority rights of such unsecured obligations pursuant to

applicable law); and

rank effectively senior in right of payment to unsecured

obligations of the Subsidiary Guarantor Pledgors to the extent of

the Collateral pledged by each Subsidiary Guarantor Pledgor

securing the Notes (subject to any priority rights of such

unsecured obligations pursuant to applicable law).

Pending application of the net proceeds of this offering, we may invest

the net proceeds in Temporary Cash Investments (as defined under

“Description of the Notes — Definitions”).

Optional Redemption ................ At any time and from time to time prior to July 11, 2023, the Company

may at its option redeem the Notes, in whole but not in part, at a

redemption price equal to 100% of the principal amount of such Notes

plus the Applicable Premium (as defined herein) as of, plus accrued and

unpaid interest, if any, to (but not including) the redemption date.

At any time and from time to time prior to July 11, 2023, the Company

may at its option redeem up to 35% of the aggregate principal amount

of the Notes with certain cash proceeds from equity offerings at a

redemption price of 116.0% of the principal amount of the Notes plus

accrued and unpaid interest, if any, to (but not including) the

redemption date; provided that at least 65% of the aggregate principal

amount of the Notes originally issued on the Original Issue Date (as

defined herein) remains outstanding after each such redemption.

Repurchase of Notes Upon a

Change of Control Triggering

Event ......................................

Upon the occurrence of a Change of Control Triggering Event, the

Company will make an offer to repurchase all outstanding Notes at a

purchase price equal to 101% of their principal amount plus accrued

and unpaid interest, if any, to (but not including) the repurchase date.

Redemption for Taxation

Reasons ..................................

Subject to certain exceptions and as more fully described in

“Description of the Notes — Redemption for Taxation Reasons,” the

Company may redeem the Notes, as a whole but not in part, at a

redemption price equal to 100% of the principal amount thereof,

together with accrued and unpaid interest, if any, to the date fixed by

the Company for redemption, if the Company, a Subsidiary Guarantor

or a JV Subsidiary Guarantor (if any) would become obligated to pay

certain additional amounts as a result of certain changes in specified tax

laws. See “Description of the Notes — Redemption for Taxation

Reasons.”

Withholding Taxes, Additional

Amounts.................................

All payments of principal of, and premium (if any) and interest in

respect of the Notes or the Subsidiary Guarantees or JV Subsidiary

Guarantees will be made without withholding or deduction for, or on

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account of, any present or future taxes, duties, assessments or

governmental charges of whatever nature imposed or levied by or

within any Relevant Jurisdiction (as defined in “Description of the

Notes”), unless such withholding or deduction is required by law or by

regulation or governmental policy having the force of law. In the event

that any such withholding or deduction is so required, holders of the

Notes will receive additional amounts (subject to certain exceptions) as

will result in receipt by the holder of each Note of such amounts as

would have been received by such holder had no such withholding or

deduction been required. See “Description of the Notes — Additional

Amounts.”

Covenants ................................. The Notes, the Indenture governing the Notes, the Subsidiary

Guarantees and the JV Subsidiary Guarantees (if any) will limit the

Company's ability and the ability of its Restricted Subsidiaries to,

among other things:

incur or guarantee certain additional indebtedness and issue

disqualified or preferred stock;

declare dividends on its capital stock or purchase or redeem

capital stock;

make investments or other specified Restricted Payments;

issue or sell capital stock of Restricted Subsidiaries;

guarantee indebtedness of the Company or Restricted

Subsidiaries;

sell assets;

create liens;

enter into sale and leaseback transactions;

enter into agreements that restrict the Restricted Subsidiaries'

ability to pay dividends, transfer assets or make intercompany

loans;

enter into transactions with shareholders or affiliates; and

effect a consolidation or merger.

Ratings...................................... The Notes are expected to be rated “B3” by Moody’s. A security rating

is not a recommendation to buy, sell or hold securities and may be

subject to suspension, reduction or withdrawal at any time by the

assigning rating agency.

Transfer Restrictions ................ The Notes, the Subsidiary Guarantees and the JV Subsidiary

Guarantees (if any) have not been and will not be registered under the

Securities Act or under any state securities laws of the United States,

are being offered and sold in offshore transactions in compliance with

Regulation S under the Securities Act, and will be subject to customary

restrictions on transfer and resale. See “Transfer Restrictions.”

Form, Denomination and

Registration ............................

The Notes will be issued only in fully registered form, without coupons,

in denominations of US$200,000 and integral multiples of US$1,000 in

excess thereof and will be initially represented by one or more global

notes registered in the name of the common depositary or its nominee

for the accounts of Euroclear and Clearstream.

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Book-Entry Only ...................... The Notes will be issued in book-entry from through the facilities of

Euroclear and Clearstream for the accounts of its participants. For a

description of certain factors relating to clearance and settlement, see

“Description of the Notes — Book-Entry; Delivery and Form.”

Trustee and Global Security

Agent .....................................

DB Trustees (Hong Kong) Limited.

Paying Agent and Transfer

Agent .....................................

Deutsche Bank AG, Hong Kong Branch.

Registrar ................................... Deutsche Bank AG, Hong Kong Branch.

Listing and trading .................... Application will be made for the listing and quotation of the Notes on

the SGX-ST.

For so long as the Notes are listed on the SGX-ST and the rules of the

SGX-ST so require, the Company shall appoint and maintain a Paying

Agent in Singapore, where the Notes may be presented or surrendered

for payment or redemption, in the event that the Global Certificate is

exchanged for Definitive Certificates. In addition, an announcement of

such exchange shall be made by or on behalf of the Company through

the SGX-ST and such announcement will include all material

information with respect to the delivery of the Definitive Certificates,

including details of the Paying Agent in Singapore.

Governing Law ......................... The Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees (if

any) and the Indenture governing the Notes are governed by and will be

construed in accordance with the laws of the State of New York.

Risk Factors .............................. For a discussion of certain factors that should be considered in

evaluating an investment in the Notes, see “Risk Factors.”

ISIN/Common Code ................. ISIN: XS2348197554; Common Code: 234819755.

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following table presents our summary financial data. The summary consolidated financial data as of

and for the years ended December 31, 2018, 2019 and 2020 have been derived from our audited consolidated

financial statements as of and for the years ended December 31, 2019 and 2020 included elsewhere in this

information memorandum.

Our financial statements have been prepared and presented in accordance with IFRSs. The summary

financial data below should be read in conjunction with the section entitled “Management’s Discussion and

Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the

notes thereto included elsewhere in this information memorandum.

Summary Consolidated Statement of Profit or Loss and Other Comprehensive Income and Other Financial

Data

For the year ended December 31,

2018 2019 2020

RMB’000 RMB’000 RMB’000

Revenue .................................................... 1,446,354 1,605,448 1,389,119

Cost of sales .............................................. (684,654) (1,074,088) (1,155,977)

Gross profit .............................................. 761,700 531,360 233,142

Changes in fair value of investment

properties ............................... 465,863 171,958 91,971

Other income, expenses, gains and losses .. (127,870) 66,069 318,124

Selling and marketing expenses (49,051) (66,068) (81,415)

Administrative expenses ............................ (183,363) (175,291) (155,686)

Finance costs ............................................. (178,918) (186,273) (233,545)

Share of profits/(losses) of associates ........ 3,668 105,050 (46,930)

Share of profits of joint ventures ............... 101,962 6,070 1,105

Profit before taxation .............................. 793,991 452,875 126,766

Income tax ................................................. (451,735) (200,347) (76,521)

Profit for the year attributable to owners

of the Company

342,256 252,528 50,245

Other comprehensive income .................. 299 14,635 1,149

Total comprehensive income for the year 342,555 267,163 51,394

Other financial data (unaudited):

Net debt to equity ratio(1) ........................... 105.4% 96.8% 95.6%

___________________

Note:

(1) Net debt to equity ratio is calculated by dividing total borrowings (which equals the sum of bank loans, senior notes and bon ds), net

of cash and cash equivalents and structured and restricted bank deposits, by total equity as of the end date of the relevant per iod,

expressed as a percentage.

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Summary Consolidated Statement of Financial Position Data

As of December 31,

2018 2019 2020

RMB’000 RMB’000 RMB’000

Non-current assets

Property, plant and equipment ................................ 564,462 260,699 266,713

Investment properties ............................................. 5,708,069 6,258,897 6,628,565

Goodwill ................................................................. 31,116 – –

Interests in associates ............................................. 345,949 468,999 204,233

Interests in joint ventures ........................................ 413,161 419,231 413,064

Other financial assets .............................................. 182,913 221,667 289,529

Restricted bank deposits ......................................... 70,000 170,000 181,011

Deferred tax assets .................................................. 120,585 154,324 143,629

Total non-current assets ....................................... 7,436,255 7,953,817 8,126,744 Current assets Properties under development for sale .................... 4,516,490 5,157,894 5,254,447

Completed properties for sale ................................. 678,099 1,145,750 1,903,760

Contract assets ........................................................ 1,793 6,473 15,205

Trade and other receivables .................................... 249,375 348,773 534,943

Amount due from a joint venture and an associate .. 15,106 – –

Land appreciation tax and income tax prepaid ........ 18,405 28,075 51,929


Structured bank deposits ......................................... 146,000 – – Restricted bank deposits ......................................... 205,858 604,359 383,182

Cash and cash equivalents ...................................... 576,051 979,208 849,120

Total current assets .............................................. 6,478,260 8,276,057 9,032,552 Current liabilities Trade and other payables ........................................ 1,138,093 1,808,858 2,175,139

Contract liabilities .................................................. 491,612 971,179 1,881,711

Rental received in advance ..................................... 32,362 31,342 32,106

Lease liabilities ....................................................... – 43,298 45,862

Amount due to a joint venture and an associate ...... 311,905 – –

Bank loans .............................................................. 1,569,118 2,393,017 1,831,855

Current taxation ...................................................... 594,122 683,578 556,871

Senior notes ............................................................ 1,972,944 185,149 1,221,429

Total current liabilities ......................................... 5,798,251 6,116,421 7,744,973 Non-current liabilities Lease liabilities ....................................................... – 249,169 215,188

Bank loans .............................................................. 960,145 1,348,776 979,651

Deferred tax liabilities ............................................ 1,178,972 1,180,961 1,200,435


Senior notes ............................................................ 1,353,795 2,501,362 2,083,456

Total non-current liabilities ................................. 3,507,960 5,282,817 4,494,377 Total equity ........................................................... 4,608,304 4,830,636 4,919,946

15

RISK FACTORS

An investment in the Notes is subject to significant risks. You should carefully consider all of the

information in this information memorandum and in particular the risks and uncertainties described below

before making an investment decision in relation to the Notes. The risks and uncertainties described below may

not be the only ones that exist. Additional risks and uncertainties that we are not aware of or that we currently

believe are immaterial may also adversely affect our business, prospects, financial condition or results of

operations. If any of the foregoing or any of the possible events described below occur, our business, prospects,

financial condition or results of operations could be materially and adversely affected. As a result, the market

price of the Notes may decline. We may not be able to satisfy our obligations under the Notes, and you could lose

all or part of your investment. This information memorandum also contains forward-looking statements that

involve risks and uncertainties. Our actual results could differ materially from those anticipated in these

forward-looking statements as a result of certain factors, including the risks faced by us described below and

elsewhere in this information memorandum.

Risks Relating to Our Business and Our Industry

Our property development, property leasing and hotel operation businesses are heavily dependent on the

performance of the real estate market in China, particularly in Jiangsu and Hunan provinces, and the

development of additional metro systems in cities in China

Our property development business is subject to the conditions of the PRC real estate market, particularly

in Jiangsu and Hunan provinces, where all of our existing property projects are located. Growth in demand for

commercial and residential properties in the PRC is often coupled with volatility in market conditions and

fluctuation in property prices. The PRC property market is affected by many factors, including changes in the

PRC’s political, economic and legal environment. We will continue to depend on our property developments for

a substantial portion of our revenue in the future. As all of our projects and property developments are located in

Jiangsu and Hunan provinces, we expect that our property development business will be significantly affected by

the state of the real estate market in these regions. Any over-development, market downturn, or fluctuations in

property prices in the PRC in general, and in particular Jiangsu and Hunan provinces, would have a material

adverse impact on our business, prospects, financial condition and results of operations. If we do not respond to

the changes in market conditions and customer preferences in a timely manner, our business, prospects, financial

condition and results of operations may be materially and adversely affected. Furthermore, the PRC government

may from time to time revise its fiscal and monetary policies to adjust the growth rate of PRC national economy

and local economies, and such policy changes may affect the real estate market in the regions where we have or

will have property developments. There can be no assurance that our property development, our sales and

leasing activities or our hotel operation will be maintained at the levels we achieved during the three years ended

December 31, 2020.

In light of the recent market conditions in the PRC real estate market, we have refined our strategy to

focus more on our property leasing business. In particular, we focus on metro station leasing and operational

management pursuant to operating contracts with the relevant metro companies in cities in the PRC with metro

systems. For the year ended December 31, 2020, 14.9% of our revenue was derived from property leasing. The

number of cities in the PRC with metro systems has rapidly increased in recent years. As we increasingly depend

on our property leasing business for a substantial portion of our revenue in the future, we expect that our results

will be affected by the development of metro systems in cities in the PRC. There can be no assurance that the

development of metro systems in the PRC will continue at the same pace of development in recent years or that

we will be able to maintain the growth in our property leasing business. If we are not able to enter into operating

contracts with additional metro companies in the future, our business, prospects, financial condition and results

of operations may be materially and adversely affected.

Our operations are subject to extensive governmental regulations, and in particular, we are susceptible to

changes in governmental policies relating to the real estate industry in China

Our business is subject to extensive governmental regulations. As with other PRC property developers,

we must comply with various requirements mandated by the PRC laws and regulations, including the policies

and procedures established by local authorities designed for the implementation of such laws and regulations. In

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particular, the PRC government exerts considerable direct and indirect influence on the development of the PRC

property sector by imposing industry policies and other economic measures, such as control of foreign exchange,

taxation, financing available and foreign investment. These measures may raise benchmark interest rates of

commercial banks, place additional limitations on the ability of commercial banks to make loans to property

developers, impose additional taxes and levies on property sales, restrict foreign investment in the PRC property

sector, restrict domestic individuals to purchase properties in some cities in China or require the property

developers to deleverage. For additional information on the PRC laws and regulations relating to the property

market, see “Regulations.” Many of the property industry policies carried out by the PRC government are

unprecedented and are expected to be refined and improved over time. This refining and adjustment process may

not necessarily have a positive effect on our operations and our future business development. We cannot assure

you that the PRC government will not adopt additional and more stringent industry policies and regulations in

the future. If we fail to adapt our operations to new policies and regulations that may come into effect from time

to time with respect to the real estate industry, or such policy changes disrupt our business prospects or cause us

to incur additional costs, our business, prospects, financial condition and results of operations may be materially

and adversely affected.

In particular, in late August 2020, the Ministry of Housing and Urban-Rural Development (“MOHURD”)

and the People’s Bank of China (“PBOC”) held a meeting with the key real estate enterprises to discuss a long-

term mechanism for regulation of the real estate market. MOHURD and PBOC then introduced several capital

and financing management rules, commonly known as the “three red lines”, to regulate the real estate market,

requiring some real estate enterprises to maintain (i) a debt-to-asset ratio of no greater than 70% after exclusion

of the deposits received; (ii) a net debt ratio of no greater than 100%; and (iii) a cash to short-term debt ratio of

no less than one. However, MOHURD and PBOC have not officially promulgated regulations to the public, and

we have not received any notice from relevant authorities that requires us to follow the foregoing rules. It is

uncertain whether or not, when and how the “three red line” policy may apply to us, and if it applies to us, we

cannot assure you that we will be successful in adapting our operations to the “three red line” policy, and such

policy may disrupt our business prospects, or causes us to incur additional costs, and our business, prospects,

financial condition and results of operations may be materially and adversely affected.

Fair value gains on our investment properties represented a substantial portion of our net profit for the

three years ended December 31, 2020 and the fair value of our investment properties is likely to fluctuate

from time to time and may decrease significantly in the future, which may materially and adversely impact

our profitability

We had a sizeable investment property portfolio with an aggregate GFA of approximately 189,204 sq.m.

as of December 31, 2020 and we are required to reassess the fair value of our investment properties at the end of

each reporting period on which we issue financial statements. Under IFRSs, gains or losses arising from changes

in the fair value of our investment properties are included in our consolidated statements of profit or loss and

other comprehensive income in the period in which they arise.

We recognize the fair value of our investment properties on our consolidated statements of financial

position, and recognize fair value gains or losses on investment properties and the relevant deferred tax on our

consolidated statements of profit or loss and other comprehensive income. For the years ended December 31,

2018, 2019 and 2020, we recorded a fair value gain on our investment properties in the amounts of

approximately RMB465.9 million, RMB172.0 million and RMB92.0 million, respectively, which represented

58.7%, 38.0% and 72.6% of our profit before taxation, respectively.

The increase in the fair value of our investment properties for the three years ended December 31, 2020

was primarily due to the addition of new investment properties and/or the overall value appreciation of our

properties in Jiangsu and Hunan provinces. Fair value gains do not, however, generate cash inflow which can be

contributed to payments of interest, principal or other amounts under the Notes unless such investment properties

are disposed of and the capital gains are realized. The amount of revaluation adjustments has been, and will

continue to be, subject to market fluctuations. The decrease in fair value gain on investment properties was

mainly caused by the COVID-19 pandemic which has adversely affected the rental income generated by our

existing operating investment properties. We cannot assure you that the fair value of our investment properties

will not further decrease in the future or that our investment properties will increase to previous levels or at all.

In particular, the fair value of our investment properties could further decline in the event that, among other

things, the real estate industry experiences a downturn as a result of PRC government policies aimed at “cooling-

off” the PRC real estate market, or any global market fluctuations and economic downturn. There is no assurance

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that the fair value of our investment properties will increase due to any increase in our portfolio of investment

properties and/ or increase overall value appreciation of properties in Jiangsu and Hunan provinces. Any

decrease in the fair value of our investment properties could lead to a decrease in fair value gains on investment

properties in our statements of profit or loss and other comprehensive income which could adversely affect our

financial performance.

Any default by our major tenants could result in a loss of rental income and a reduction in asset value

We derive a portion of our revenue from rent received from our major tenants. Our major tenants

generally pay a significant portion of the total rents in respect of a commercial complex and, in some cases,

contribute to our success of securing other tenants by attracting a significant number of customers to our

properties. Any default by our major tenants could result in a loss of rental income and a decrease in the value of

our properties. Moreover, such default may prevent us from increasing rents or result in lease terminations by, or

reductions in rents for, other tenants under the conditions of their leases. Any of the above effects could have a

material adverse effect on our business, prospects, financial condition and results of operations.

We may not always be able to obtain land reserves that are suitable for our property development at

commercially acceptable prices

We derive our revenue mainly from the sale and lease of properties developed by us. Our ability to

generate sustainable revenue depends on our ability to continuously identify and acquire suitable sites for

property development. Many cities in China, including Nanjing, Yangzhou, Wuxi, Changsha and Zhuzhou, have

seen an increase in land costs in recent years and there is a limited supply of suitable land available for

development in such cities. As a result, we may not be able to acquire suitable land at reasonable costs. We may

also face strong competition from other property developers for the sites we plan to acquire and we cannot assure

you that we will be able to acquire these sites at reasonable costs, or at all. Furthermore, the PRC government

and the relevant local authorities have control over the supply of substantially all land and their approved usage,

which in turn affects the price at which we can acquire land. Further changes in government policy with regard

to land supply and development may lead to increases in our costs of acquiring land and limit our ability to

successfully acquire land at reasonable costs, which would have a material adverse impact on our business,

prospects, financial condition and results of operations.

If we are unable to continue locating and acquiring suitable land for future development before we

complete the construction work for all of our current properties pending or under development and land currently

held for development, we would not have any new property for development. If we do not have any new

property for sale or lease, our operating cash inflow and profitability would be materially and adversely affected.

Given that pre-sale proceeds have been an important source of our funding for new projects, if we do not have

any pre-sale proceeds from new properties, our revenue from our property leasing business may not be sufficient

to maintain our operations or fund future development projects when opportunities arise. Such risks, if realized,

could have a material adverse effect on our business, operation and future prospects.

We were not in full compliance with the applicable PRC laws and regulations in the past

We were not in full compliance with the applicable PRC laws and regulations in the past. The non-

compliance incidents include (i) late completion of Nanjing Jade Garden and Golden Wheel Star Plaza, (ii)

delivery of certain property units of Golden Wheel Time Square to our customers before passing the construction

completion examination, (iii) failure to complete lease registration for certain leased properties of Golden Wheel

Time Square, and (iv) failure to make housing fund contributions for some of our employees. See “Business —

Regulatory Compliance” for details of the non-compliance incidents. Any future judgment or penalty against us

in respect of these non-compliance incidents could have an adverse effect on our reputation, cash flow and

results of operations. For the risks associated with our failure to make housing fund contributions for our

employees, see “— We were not in full compliance with PRC housing funds contribution requirements and did

not make housing fund contributions until April 2012.”

We were not in full compliance with PRC housing funds contribution requirements and did not make

housing fund contributions until April 2012

Our PRC subsidiaries had not set up their respective housing fund accounts with the relevant local

housing funds authorities until April 2012 and we did not make housing fund contributions for our employees

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before these accounts were set up. Although we were not aware of any recent complaints or demands for

payment of housing fund contributions from our employees and did not receive any relevant legal documentation

from the relevant authorities disputing our housing fund contributions, we cannot assure you that no such claims

would be brought against us in the future.

As advised by JunHe LLP, according to the applicable PRC laws and regulations, an employer who fails

to set up a housing fund account may be ordered to rectify in a specified period, and failure to do so may subject

the employer to a fine of up to RMB50,000. Employers who fail to pay housing fund contributions may also be

ordered to rectify. Any judgment against us in respect of our outstanding housing fund contributions could have

a material adverse effect on our reputation, cash flow and results of operations.

We require substantial capital resources to acquire land and develop our projects, which may not be

available on commercially reasonable terms, or at all, and are subject to market demand and policy

changes

Property development is capital intensive. The availability of adequate financing is crucial to our ability

to acquire land and to complete our projects. We finance our property development projects through our

operating cash inflow (mainly pre-sale proceeds of our projects), bank loans and proceeds from our equity and

debt financing. However, we cannot assure you that we will have sufficient cash flow available for land

acquisitions or property developments. In addition, we cannot assure you that we will be able to secure external

financing on terms acceptable to us or at all. As of December 31, 2020, the Group’s bank loans and senior notes

were RMB6,116.4 million (including senior notes of RMB3,304.9 million). Of the bank loans, RMB1,831.9

million was repayable within one year or on demand, RMB601.8 million was repayable between one and two

years, and RMB377.8 million was repayable between two and five years. Senior notes of RMB1,221.4 million

was repayable within one year and RMB2,083.5 million was repayable after one year.

Our ability to obtain adequate financing for land acquisitions or property development on terms

commercially acceptable to us depends on a number of factors, many of which are beyond our control. The PRC

government has in recent years introduced numerous policy initiatives in the financial sector to further tighten

the requirements for lending to property developers which, among other things:

prohibit PRC commercial banks from granting loans to property developers for the purpose of

paying land acquisition consideration;

prohibit PRC commercial banks from granting loans to a property developer for a particular

project unless the property developer has obtained the land use rights certificate, construction

land planning permit, construction works planning permit and construction works

commencement permit for that project;

prohibit PRC commercial banks from accepting properties that have been vacant for more than

three years as collateral for loans;

restrict PRC commercial banks from granting loans for the development of luxury residential

properties;

require property developers to fund a minimum amount of 20% (commodity residential

property projects) and 30% (other projects) of the total estimated capital required for the

project with internal funds;

raise the minimum down-payment requirement for land purchases to 50% of the land

acquisition consideration and now requires the land acquisition consideration to be fully paid

within one year after the signing of a land grant contract, subject to limited exceptions;

prohibit property developers from pre-selling uncompleted units in a project prior to achieving

certain development milestones; and

prohibit property developers from using borrowings obtained from local banks to fund property

developments outside that local region.

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In addition, the PBOC regulates the lending rates, loan prime rate and reserve requirement ratios for

commercial banks in the PRC, which affects the availability and cost of financing from PRC commercial banks.

The reserve requirement refers to the amount of funds that banks must hold in reserve with the PBOC against

deposits made by their customers. The PBOC has in the past adjusted the benchmark one-year lending rate from

time to time. Starting from August 20, 2019, the PBOC introduced the one-year loan prime rate (the “LPR”) and

suggested PRC commercial banks to adopt the LPR as the pricing benchmark in the floating rate loan contracts.

In addition, PRC commercial banks shall no longer enter into floating rate loan contracts based on the

benchmark one-year lending rate since January 1, 2020. As of the date of this information memorandum, the

one-year LPR is 3.85%, and the reserve requirement ratio ranges from 9% to 11% for commercial banks other

than those qualified commercial banks focusing on the loans to rural and small and micro enterprises. We cannot

assure you that the PBOC will not raise the LPR or reserve requirement ratios in the future. Any credit tightening

measures by the PRC government in recent years could affect the ability of Chinese companies, including

property developers, to borrow funds to finance their operation and development plans. As a result, we may not

be able to obtain bank loans or funding from other sources in the future on commercially acceptable terms, or at

all, which could have a material adverse impact on our business, prospects, financial condition and results of

operations.

In addition to bank loans, we utilize pre-sale proceeds and funds generated from our operations as an

important source of financing for our property development. There can be no assurance that we can achieve

sufficient pre-sale proceeds, or at all, to finance a particular development project. Any restriction on our ability

to pre-sell or sell our properties, including any increase in the amount of upfront expenditures we must incur

prior to obtaining a pre-sale permit, or any restriction on our ability to utilize pre-sale proceeds, including as a

result of changes to PRC laws and regulations governing the use of pre-sale proceeds, would extend the time

required to recover our capital outlay and could require us to seek alternative means to finance the various stages

of our property development projects. Our ability to generate cash depends on the demand for and prices of our

properties and our ability to continuously develop and sell or lease our properties. Any restriction on our ability

to pre-sell or sell, any change in our ability to generate profits from our operations or our ability to collect

installments from the purchasers could have a material adverse impact on our business, prospects, financial

condition and results of operations.

Our business, prospects, financial condition and results of operations may be materially and adversely

affected if interest rates increase in the future

We rely on borrowings to finance a substantial part of our project developments. Our borrowings

primarily consist of loans from commercial banks in China. Many of our customers finance their purchases of

our properties through mortgage loans. Changes in interest rates have affected and will continue to affect our

financing costs and, ultimately, our results of operations. For the years ended December 31, 2018, 2019 and

2020, the finance costs (including the amount capitalized into properties under development for sale and

investment properties under development) incurred were RMB363.4 million, RMB503.8 million and RMB703.0

million, respectively. Increases in interest rates may also affect our customers’ ability to secure mortgages on

acceptable terms, which in turn may affect their ability to purchase our properties. Moreover, interest rate

volatility can make it difficult for us to make plans and implement our strategies and can deter potential home

buyers. We cannot assure you that the PBOC will not raise lending rates in the near future or otherwise

discourage bank lending or that our business, prospects, results of operations and financial position will not be

materially and adversely affected as a result.

Servicing our indebtedness will require a significant amount of cash, and we may not be able to generate

sufficient liquidity or cash flow to service all of our indebtedness

Our ability to make scheduled payments of the principal and interest when due, or to refinance our

borrowings under our debt agreements, will depend on our future performance and our ability to raise further

equity or debt financing, which is subject to economic, financial, competitive and other factors beyond our

control. Our business may not continue to generate cash flow from operations in the future sufficient to both

satisfy our existing and future obligations to our creditors and allow us to make the necessary capital

expenditures.

In the absence of adequate operating performance, the Company could face substantial liquidity

problems, and if we are unable to generate sufficient cash flow or raise further financing, we may be required to

adopt one or more alternatives, such as reducing or delaying investments or capital expenditures, selling assets,

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refinancing or obtaining additional equity capital on terms that may be onerous or highly dilutive. In addition,

there can be no assurance that we will be able to refinance any of our indebtedness on commercially reasonable

terms, if at all. Our ability to refinance our existing or future indebtedness will depend on the capital markets and

our financial condition at such time, which could result in a default on our current or future debt agreements.

We may not be able to meet our project development schedules and complete our projects on time, or at all

Development of property projects involves a complex process that lasts for a long period of time and

contains many inherent risks that could prevent the projects from being completed as originally planned.

Construction of a particular project may take several years before it can generate positive cash flows through

pre-sales, sales and leases, and the timing and costs involved in completing a particular project could be

materially and adversely affected by many factors, including, among others:

delays in obtaining necessary licenses, permits or approvals from government agencies or

authorities;

relocation of existing site occupants and demolishment of existing structures;

shortages of materials, equipment, contractors and skilled labor;

labor disputes;

construction accidents;

natural catastrophes and adverse weather conditions;

adverse geographical conditions; and

changes in market conditions.

Any delay in, or failure to complete, the construction of a particular project according to its planned

specifications or schedule may damage our reputation as a property developer, and lead to loss of revenues,

potential penalties arising from late delivery of our properties and an increase in construction costs. If we do not

complete our projects on time, or at all, our business, prospects, financial condition and results of operations may

be materially and adversely affected.

In addition, we are required to complete the construction of the projects within certain specified time

periods under the respective land use right contracts that we signed with the relevant local land authorities. If we

fail to complete the construction of the projects within the specified time periods and the delay extends beyond

one year, we will be required to pay to the relevant land authorities a late fine. If the delay extends beyond two

years, the relevant land authorities are entitled to forfeit part of the land on which the construction has not been

completed without any payment to us. However, we cannot assure you that the relevant land authorities will not

strictly follow the terms of the relevant land use right contracts and ask us to pay a late fine or even forfeit the

relevant land use right. In addition, we may be required to pay penalties for late delivery of the projects to the

purchasers. If we fail to deliver the properties on time, we are required to pay to our purchasers certain fines and

the amount of the total fine will depend on the length of delay. Such risks, if realized, will materially and

adversely affect our business, prospects, financial condition and results of operations.

The illiquidity of investment properties and the lack of alternative uses for investment properties could

limit our ability to respond to materially adverse changes in the performance of our properties

As of December 31, 2020, we held an aggregate GFA of approximately 189,204 sq.m. completed

investment properties. Investment properties are illiquid and, as a result, our ability to sell our investment

properties in response to changing economic, financial and investment conditions is limited. We cannot predict

whether we will be able to sell any of our investment properties for the price or on the terms set by us, or

whether any price or other terms offered by prospective purchasers would be acceptable to us. We also cannot

predict the length of time needed to find customers and to complete the sale.

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In addition, we may be required to expend funds to maintain properties, to correct defects, or to make

improvements before a property can be sold, and we cannot assure you that we would have such funds available.

In addition, investment properties may not be readily convertible to alternative uses if they become unprofitable

due to competition, age, decreased demand, increased supply or other factors. The conversion of investment

properties to alternative uses would generally require substantial capital expenditure and we cannot assure you

that we will have such funds available. These factors and any other factors that would impede our ability to

respond to material adverse changes in the performance of our investment properties may have a material

adverse impact on our business, prospects, financial condition and results of operations.

Any failure of third-party transferors to comply with the applicable PRC laws and regulations for transfers

of state-owned assets may affect our business

With respect to transfers of state-owned assets in the PRC, transferors are generally required to go

through certain procedures as required by applicable PRC laws and regulations, including the filing of an asset

appraisal report with the state-owned assets administration authorities and selling through a listing-for-sale

process at designated exchange centers as required by the Provisional Measures for the Transfer of State-Owned

Property Rights of Enterprise (《企業國有產權轉讓管理暫行辦法》) and the Provisional Measures for the

Administration of Assessment of State-Owned Assets of Enterprises (《企業國有資產評估管理暫行辦法》).

In the event of a transfer of state-owned assets which is not in compliance with applicable PRC laws or

regulations, the state-owned assets supervision and administration authorities have the right to require the

transferors to rectify such non-compliance or to seek a court order to nullify such transfers.

Since November 2016, we have acquired several land parcels in Jiangsu and Hunan provinces located

near the business districts or city centers in the cities of Nanjing, Wuxi, Yangzhou and Zhuzhou for residential

and commercial development in order to bolster and replenish our land bank. However, we cannot assure you

that third-party transferors will fully comply with the applicable PRC laws and regulations for transfer of state-

owned assets. Consequently, our property projects could be delayed indefinitely and we might need to spend

time, incur costs and make efforts on litigations with such transferors; or if we have already pre-sold or sold the

property units of the relevant projects and the court subsequently makes any unfavorable rulings in relation to the

relevant land, we may be subject to claims by the purchasers. Although we may seek compensation from such

transferors, it is uncertain as to whether and when we can obtain such compensation and the amount of

compensation, if any. Any such risks, if realized, may materially and adversely affect our business, prospects,

financial condition and results of operations.

We may not be able to obtain, extend or renew qualification certificates for property development

As a pre-condition to engaging in property development in China, a property developer must obtain a

qualification certificate and have it renewed annually unless the rules and regulations allow for a longer renewal

period. According to the relevant PRC regulations on qualification of property developers, a newly established

property developer must first apply for a provisional qualification certificate with a one-year validity, which can

be extended for a maximum of two years. If the newly established property developer fails to commence a

property development project within the one-year period when the provisional qualification certificate is in

effect, it will not be allowed to extend its provisional qualification certificate. More established property

developers must also apply for renewal of their qualification certificates on an annual basis. It is mandatory

under government regulations that developers fulfill all statutory requirements before obtaining or renewing their

qualification certificates. We may not be able to obtain the qualification certificates in a timely manner, or at all,

as and when they become due to expire. If we do not possess valid qualification certificates, the governmental

authorities may refuse to issue pre-sale and other permits necessary for our property development business. In

addition, the governmental authorities may impose a penalty on us and our project companies for failure to

comply with the relevant licensing requirements. If we are unable to meet the relevant requirements, and

therefore unable to obtain or renew the qualification certificates or pass the annual verification, our business and

financial condition could be materially and adversely affected.

Our business will be adversely affected if we fail to obtain, or experience material delays in obtaining,

necessary government approvals for any major property development

The real estate industry in China is strictly regulated by the PRC government. Property developers must

comply with various laws and regulations of the PRC government, including rules issued by local governments

to enforce these laws and regulations. To develop and complete a property project, a property developer must

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obtain various licenses, permits, certificates and other approvals from relevant governmental and administrative

authorities during various stages of the property development, including but not limited to, land use rights

certificates, construction land planning permits, construction works planning permits, construction permits,

certificates of completion, pre-sale permits, and property ownership certificates. Each approval is contingent

upon the satisfaction of various conditions, which are often subject to the discretion of relevant government

officials and subject to change due to new laws, regulations and policies, especially those with respect to the real

estate and consumer products wholesale markets, promulgated from time to time.

We cannot assure you that we will be able to fulfil all the conditions necessary to obtain the required

government approvals, or that relevant government officials will always, if ever, exercise their discretion in our

favor, or that we will be able to adapt to any new laws, regulations and policies. There may also be delays on the

part of government authorities in reviewing our applications and granting approvals, whether due to the lack of

interpretation and enforcement. If we are unable to obtain, or experience material delay in obtaining, necessary

government approvals, our operations may be substantially disrupted, which would materially and adversely

affect our business, financial condition and results of operations.

We cannot assure you that the relevant PRC government authorities will grant us the appropriate

construction permits or issue the relevant construction permits in respect of other projects we may develop in the

future, in a timely manner, or at all. If we fail to obtain, or experience material delay in obtaining, the

construction permits with respect to any projects we may develop in the future, in a timely manner, or at all, our

business, results of operations and financial condition may be materially and adversely affected.

Our failure to meet all requirements for issuance of property ownership certificates may render us liable

to compensate our customers

Once a property project has passed the requisite completion inspections, we are required to deliver such

completed properties to our property purchasers within the timeframe provided in the property sale and purchase

agreements. We may become liable to our property purchasers for monetary penalties for delays in property

delivery in such circumstances. This may have an adverse impact on our reputation and business operations.

Under the relevant PRC laws and regulations, we are required to submit requisite applications for

governmental approvals in connection with our property developments, including land use right documents and

planning and construction permits, to the relevant local authorities of land resources and housing administration

within 30 days after the receipt of the certificate of completion for the relevant properties, and to apply for the

general property ownership certificates in respect of these properties. We are then required, within stipulated

periods after delivery of the properties, to submit the relevant property sale and purchase agreements,

identification documents of the purchasers, proof of payment of deed tax, and the general property ownership

certificate, for the relevant authorities’ review and issuance of the individual property ownership certificates in

respect of the sale of the properties to the individual purchasers. Delay by any of the administrative authorities in

reviewing the relevant applications and granting approval as well as other factors may affect the timely delivery

of the general as well as individual property ownership certificates. We may become liable to property

purchasers for monetary penalties for any late delivery of the individual property ownership certificates, which

may be caused by delays in the administrative approval process or other reasons beyond our control. While we

have not experienced any delay in the issuance of property ownership certificate to date, we cannot assure you

that such delays will not occur with respect to our future property projects. In the event of any significant delay

with respect to one or more of our property projects, our business and reputation would be adversely affected.

We provide guarantees for mortgage loans taken out by our customers, and if a significant number of

these guarantees are called upon, our business, prospects, financial condition and results of operations

could be materially and adversely affected

We pre-sell some of our properties before the construction is completed. In accordance with industry

practice in China, we typically provide guarantees in respect of mortgages provided by the relevant banks to our

customers of residential properties until completion of construction and the relevant property ownership

certificates are submitted to these banks. If a customer defaults on his mortgage loan and the bank calls upon the

guarantee, we will have to repay the full portion of the mortgage loan owed by the customer to the mortgagee

bank. If we fail to do so, the mortgagee bank may auction the underlying property and recover any additional

amount outstanding from us as the guarantor of the mortgage. In line with industry practice, we do not conduct

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any independent credit checks but only rely on the results of customer credit checks conducted by the relevant

mortgagee banks.

As of December 31, 2018, 2019 and 2020, our mortgage loan guarantees provided by our Group to banks

in favor of the customers amounted to RMB96.3 million, RMB317.8 million and RMB268.6 million,

respectively. For the three years ended December 31, 2020, we did not experience any material defaults by our

customers. However, there can be no assurance that defaults will not occur in the future or that we will not suffer

any loss as a result of such defaults. In addition, if a significant number of customers default on their mortgages

and our guarantees are called upon, our business, prospects, financial condition and results of operations could

be materially and adversely affected to the extent that there is a material depreciation in the value of the relevant

properties from the price paid by the customer or that we cannot sell such properties due to unfavorable market

conditions or other reasons.

We depend heavily on the continuing services of our senior management team and other key personnel

Our success depends on the continued services of our executive directors, in particular, Mr. Wong Yam

Yin, Mr. Wong Kam Fai and Mr. Wong Kam Keung, Barry and other members of our senior management.

Competition for talented employees is intense in the PRC commercial property industry. We are particularly

dependent on our executive directors as well as other senior management members for their vision to lead our

Company and their industry knowledge and relationships that are crucial to our business and operations. If we

lose the services of any core management team member and fail to find a suitable substitute, our business may be

adversely impacted.

We may not be able to control the individual or collective decisions of certain tenants and property owners

of our commercial complexes and other properties

To realize better cash flow and to free up capital to invest in additional property development projects, we

have sold or leased in the past and will continue to sell or lease units of our commercial complexes and other

properties. There can be no assurance that we will be able to control any individual or collective decisions of any

tenants and property owners in the way they operate or lease such units or that any conflict in the usage of such

units will not arise. Any material dispute between our tenants and us may have a material adverse impact on our

reputation, business, operations and value of the related commercial complexes and other properties.

We may not be able to continue to attract and maintain major tenants for our commercial complexes

Our commercial properties compete for tenants with a number of other commercial properties in the

surrounding areas on the basis of a wide range of factors, including location, design, construction quality and

management. We also compete for tenants on the basis of rent levels and other lease terms. We seek to maintain

the quality and attractiveness of our commercial complexes by securing long-term partnerships with domestic

and foreign brands across a wide spectrum of industries. Many branded companies, such as KFC, Watsons and

Ikang (愛康國賓), are our major tenants.

However, we cannot assure you that our existing and prospective tenants will not lease properties from

our competitors. As a result, we may lose existing and prospective tenants to our competitors and have difficulty

in renewing leases when they become due or in finding new tenants. An increase in the number of competing

properties, particularly in close proximity to our properties, could increase competition for tenants, reduce the

relative attractiveness of our properties and force us to reduce rent or incur additional costs in order to make our

properties more attractive. If we are not able to consistently compete effectively for commercial tenants with

other property developers or operators, our occupancy rates may decline. If we fail to continue to attract well-

known brands as our tenants or maintain our existing major tenants, the attractiveness and competitiveness of our

commercial complexes may be adversely affected. This in turn could have a material adverse effect on our

business, prospects, results of operations and financial position.

We may be subject to liability for environmental violations

We are subject to a variety of laws and regulations concerning environmental protection. The

environmental laws and regulations that apply to any given project development site vary greatly according to

the site’s location, the site’s environmental condition, the present and former uses of the site, as well as adjoining

properties. Compliance with environmental laws and conditions may result in delays, may cause us to incur

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substantial compliance and other costs and can severely restrict project development activities in

environmentally sensitive areas.

As required by PRC laws and regulations, we have engaged independent environmental consultants to

conduct environmental impact assessments for all of our development projects and the environmental

investigations conducted to-date have not revealed environmental violations that would be expected to have a

material adverse impact on our business, prospects, financial condition and results of operations.

It is possible that these investigations did not reveal all potential environmental violations or their full

magnitude, and that there are material environmental liabilities of which we are unaware. We cannot assure you

that our procedures will be effective in preventing non-compliance in the environmental area. If any portion of

our development projects is found to be non-compliant with certain environmental laws or regulations, we may

be subject to suspension of operations or a portion of our operations as well as fines and other penalties, which

may materially and adversely affect our business, prospects, financial condition and results of operations.

We may be involved in disputes, legal and other proceedings arising out of our operations from time to

time and may face significant liabilities as a result

We may from time to time be involved in disputes with various parties involved in the development, sale,

leasing and management of our properties, including contractors, suppliers, construction workers, purchasers and

tenants. These disputes may lead to protests or legal or other proceedings and may result in damage to our

reputation, substantial costs to our operations, and diversion of our management’s attention. In addition, we may

disagree with regulatory bodies in certain respects in the course of our operations, which may subject us to

administrative proceedings and unfavorable decrees that result in liabilities and cause delays to our properly

developments. We cannot assure you that we will not be involved in any major legal proceedings in the future.

We have limited insurance to cover all potential losses and claims

We do not carry insurance against all potential losses or damages with respect to our properties before

their delivery to customers. In addition, we do not maintain insurance coverage against liability arising from

personal injuries or other tortious acts related to construction of our projects as such liabilities should be borne

by the construction companies. However, we cannot assure you that we would not be sued or held liable for

damages due to any such personal injuries and other tortious acts. Moreover, our business may be adversely

affected due to the occurrence of natural disasters and other unanticipated catastrophic events, with respect to

which we do not carry any insurance. Also, there are certain losses for which insurance is not available on

commercially practicable terms, such as losses suffered due to earthquake, nuclear contamination, typhoon,

flooding, war and civil disorder. If we suffer from any losses, damages or liabilities in the course of our

operations and property development, we may not have sufficient financial resources to cover fully such losses,

damages or liabilities or to replace any property development that has been destroyed, and may lose all or a

portion of our invested capital in the affected properties and anticipated future income from such properties. Any

such material uninsured loss could have a material adverse effect on our business, prospects, financial condition

and results of operations.

We may be adversely affected by the performance of third-party contractors and service providers and

prices of construction materials

We engage third party contractors to carry out various work including construction, equipment

installation, internal decoration, landscaping, electro-mechanical engineering, pipeline engineering and lift

installation. We select third party contractors mainly through a tender process. We cannot guarantee that any

such third party contractor will provide satisfactory services and at the required quality level. In addition, we

may not be able to engage sufficient quality third party contractors in the cities which we plan to expand into.

Moreover, completion of our property developments may be delayed and we may incur additional costs due to a

contractor’s financial or operational difficulties. The contractors may undertake projects from other developers,

engage in risky undertakings or otherwise encounter financial or other difficulties, which may cause delay in the

completion of our property projects or increase our project development costs. The services rendered by any of

these independent contractors may not be constantly satisfactory or match our requirements for quality. Any of

these factors could have a negative impact on our reputation, business, prospects, financial condition and results

of operations.

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In addition, substantially all of the costs of construction materials were accounted for as part of the

contractor fees upon settlement with the relevant contractors. However, if the cost of construction materials

increases beyond our expectation, the contractors may request to transfer such increase in costs of construction

materials to us and to increase the contractor fees. In the event there is a material increase in construction costs,

our business, financial condition and results of operations may be materially and adversely affected.

We also engage third party property management service providers to provide services such as security,

property maintenance, cleaning and other ancillary services to our tenants. We cannot guarantee that any such

third party service provider will provide satisfactory services and at the required quality level. In addition, we

may not be able to engage sufficient quality third party service providers for the projects we are developing. Any

of these factors could have a negative impact on our reputation, business, financial condition and results of

operations.

The PRC real estate market is highly competitive and the intense competition in our property development

business and property leasing business may materially and adversely affect our business, financial

condition and results of operations

The PRC real estate market has been highly competitive in recent years. Our major competitors consist of

large national and regional property developers, including local property developers that focus on one or more

cities in Jiangsu and Hunan provinces. Some of our competitors may have better track record, greater financial,

marketing and land resources, large sales networks and stronger brand name.

Our properties in Nanjing, Yangzhou, Wuxi, Changsha and Zhuzhou face competition from similar

properties in the same regions. Increasing competition in these regions may lead to an increase in competition for

quality sites, an increase in land acquisition costs, an increase in supply of developed properties, decreased sales

prices and a slowdown in the rate at which new property developments will be reviewed and approved by the

relevant governmental authorities, all of which could materially and adversely affect our profitability. Such

competition may also affect our ability to attract and retain tenants and customers and may reduce the rents or

prices we are able to charge. Competing properties may have occupancy rates lower than our properties, which

may result in those competitors being willing to lease or sell available space at lower prices than the space in our

properties. If we are unable to compete effectively, our business, financial condition, results of operations,

operation and prospects could be materially and adversely affected.

In addition, we face intense competition in our property leasing business. Competition in such business is

based on quality of services, brand name recognition, commission rates and range of services. As compared to

property development, such business does not require significant capital commitments. This low entry barrier

provides easy access for new competitors to enter into this business. New and existing competitors may offer

competitive rates, greater convenience or better services and take business opportunities away from us. If we fail

to compete effectively, our property leasing business may suffer and our results of operations may be materially


Any deterioration in our brand image could adversely affect our business

Our brand is important to the business operation and development. We also rely on the brand name of our

corporate partners, including our major tenants, to attract potential customers to our commercial complexes. Any

negative incident or negative publicity concerning us or our properties or any of our major tenants at our

commercial complexes could adversely affect our reputation and business prospects. Brand value is based

largely on consumer perceptions with a variety of subjective qualities and can be damaged even by isolated

business incidents that degrade consumer trust. Consumer demand for our products and services and our brand

value could diminish significantly if we fail to preserve the quality of our products and services, or fail to deliver

a consistently positive consumer experience in each of our commercial complexes, or if we are perceived to act

in an unethical or socially irresponsible manner. As we are less well known in certain regions in China where we

do not have property projects, any negative publicity and resulting decrease in brand value, and/or failure to

establish our brand in these regions could have a material adverse effect on our business, financial condition and

results of operations.

Any unauthorized use of our registered trademarks and other related intellectual property rights by others

in their corporate names or brands could harm our image and competitive advantages. Furthermore, the PRC

intellectual property laws and regulations are still evolving and there exists uncertainties as to how the relevant

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courts or governmental authorities will enforce such laws and regulations. Any failure by us to adequately

protect our brand, trademarks and other related intellectual property rights may have a material adverse effect on

our business, financial condition and results of operations.

The Issuer or Subsidiary Guarantor may be treated as a resident enterprise for PRC tax purposes under

the EIT Law, which could result in unfavorable tax consequences

The Issuer was incorporated under the laws of the Cayman Islands, but substantially all of our operations

are in China. Under the PRC Enterprise Income Tax Law (《中華人民共和國企業所得稅法》) (the “EIT

Law”) and its implementation rules, an enterprise incorporated in a foreign country or region may be classified

as either a “non-resident enterprise” or a “resident enterprise.” If an enterprise incorporated in a foreign country

or region has its “de facto management bodies” located within China, such enterprise will be considered a PRC

tax resident enterprise and will normally be subject to enterprise income tax (“EIT”) of 25% on its worldwide

income. The relevant implementation rules define “de facto management bodies” as those which exercise

substantial and overall management and control over the manufacturing and business operations, personnel,

accounting, properties and other aspects of an enterprise. In April 2009, the State Tax Bureau issued a Notice

Regarding the Determination of Chinese-Controlled Offshore-Incorporated Enterprises as PRC Tax Resident

Enterprises on the Basis of De Facto Management Bodies (“Circular 82”), which sets forth certain specific

criteria for determining whether the “de facto management body” of a Chinese-controlled offshore-incorporated

enterprise is located in mainland China. However, Circular 82 applies only to offshore enterprises controlled by

PRC enterprises and not those controlled by PRC individuals. As of the date of this information memorandum,

substantially all of the members of our management are residing in China and we expect them to continue to be

located in China. As of the date of this information memorandum, we have not received notice or been informed

by the PRC tax authorities that the Issuer or any of the Subsidiary Guarantors or JV Guarantors are considered to

be a PRC tax resident enterprise for purpose of the EIT law. However, due to the lack of clear guidance on the

criteria pursuant to which the PRC tax authorities will determine our tax residency under the EIT Law, it remains

unclear whether the PRC tax authorities will treat the Issuer or any of our non-PRC subsidiaries as a PRC

resident enterprise for tax purposes.

If the Issuer or any Subsidiary Guarantor (as the case may be) is deemed to be a PRC tax resident

enterprise, it will be subject to EIT at a rate of 25% on its worldwide income.

The relevant PRC tax authorities may enforce the payment of LAT and may challenge the basis on which

we calculate our LAT obligations

Our income from the sale of land use right, buildings or related facilities on such land is subject to LAT,

which is payable on the appreciation in value representing the balance of the proceeds received on such sales,

after deducting various prescribed items, including payments made for acquisition of land use right, the direct

costs and expenses of the development of the land and construction of the buildings and structures, finance costs

up to a maximum of 10% of the total land acquisition costs and construction costs, the appraised price of any

existing buildings and structures on the land and taxes related to the assignment of the property. Apart from the

aforementioned deductions, property developers enjoy an additional deduction, which is equal to 20% of the

payment made for acquisition of land use right and the costs of land development and construction of new

buildings or related facilities. An exemption from payment of LAT may be available if the taxpayer constructs

ordinary standard residential apartments and the appreciation amount does not exceed 20% of the sum of

deductions allowed under PRC law. On December 28, 2006, the State Administration of Taxation (“SAT”)

issued the Notice on the Administration of the Settlement of Land Appreciation Tax of Property Development (

《關於房地產開發企業土地增值稅清算管理有關問題的通知》). This notice came into effect on February 1,

2007 and was amended in July 2016 and provides further clarity on the application of LAT with respect to

property development projects. First, the notice specified that taxpayers will be required to settle LAT for each

property project developed, or if the project is developed in stages, for each stage of the project. Second, LAT

should be imposed on taxpayers under the following conditions: (i) when a property development is completed

and completely sold; (ii) when an unfinished property project that is subject to final accounts is wholly

transferred to a third party; or (iii) when the taxpayer’s land use right is directly transferred. Finally, LAT may be

imposed on taxpayers under the following additional conditions: (i) where a property development has been

completed and approved, if the area transferred is greater than 85% of the total saleable area of the development,

or if the area transferred is less than 85%, and the retained area is leased or used by the developer; (ii) where a

property development has not been sold out on the expiration of three years from the date the advanced sale or

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pre-sale license was obtained; (iii) where a taxpayer has applied for cancellation of its tax registration but has not

yet settled LAT; or (iv) where there are other circumstances as prescribed by the provincial tax authorities.

We have been prepaying LAT with reference to our pre-sale proceeds according to the relevant

regulations of the local PRC government in jurisdictions where we have operations. Such LAT prepayments are

recorded as a part of “prepaid taxes” on our consolidated statements of financial position. For the years ended

December 31, 2018 and 2019, we made LAT provisions of RMB183.8 million and RMB98.1 million,

respectively, and for the year ended December 31, 2020, we reversed the LAT provisions of RMB21.5 million.

However, the actual LAT liabilities are subject to the determination by the tax authorities upon the completion of

the property development projects and the PRC tax authorities may not agree with us on the basis on which we

calculate our LAT obligations. We cannot assure you that our LAT provision will be sufficient to cover our past

LAT liabilities. We also cannot assure you that the relevant tax authorities will agree with us on the basis on

which we have calculated our LAT liabilities. In the event that our Group is required to settle any or all unpaid

LAT, our cash flow and results of operations during the related period may be materially and adversely affected.

The levy of value added tax on revenues from the real estate sector may subject our revenues to a higher

tax rate

Effective from May 1, 2016, PRC tax authorities have started imposing value added tax (“VAT”) on

revenues from various service sectors, including real estate, construction, financial services and insurance, as

well as other lifestyle service sectors, replacing the business tax (“BT”) that co-existed with VAT for over 20

years. Since the issuance of Circular Caishui [2016] No. 36 (“Circular 36”) on March 23, 2016, the PRC

Ministry of Finance and State Administration of Taxation have subsequently issued a series of tax circulars in

March and April 2016 to implement the collection of VAT on revenues from construction, real estate, financial

services and lifestyle services. The VAT rates applicable to us may be higher than the BT rate we were subject to

prior to the implementation of Circular 36. For example, the VAT rate for property sales will generally be 11%,

an increase from the 5% rate under the BT, and the VAT rate for real estate services will be 11%, an increase

from the 5% rate under the BT. Unlike the BT, the VAT will only be imposed on added value, which means the

input tax incurred from our construction, real estate, and financial services will be able to be offset in the output

tax. However, details of concrete measures are still being formulated in accordance with Circular 36. We are still

in the process of assessing the comprehensive impact of the new VAT regime on our tax burden, our revenues

and results of operations, which remains uncertain.

Changes of PRC laws and regulations with respect to pre-sale may adversely affect our cash flow position

and business performance

We depend on cash flows from the pre-sale of properties as an important source of funding for our

property development. Under current PRC laws and regulations, property developers must fulfill certain

conditions before they can commence pre-sale of the relevant properties and may only use pre-sale proceeds to

finance their developments. In August 2005, the PBOC issued a report entitled “2004 Real Estate Financing

Report,” in which it recommended the discontinuation of the practice of pre-selling uncompleted properties as it

creates significant market risks and generates transactional irregularities. This and other PBOC recommendations

have not been adopted by the PRC government. However, we cannot assure you that the PRC government will

not adopt such recommendations and abolish the practice of pre-selling uncompleted properties or implement

further restrictions on property pre-sale, such as imposing additional conditions for obtaining pre-sale permits or

imposing further restrictions on the use of pre-sale proceeds. Any such measures will materially and adversely

affect our cash flow position and force us to seek alternative sources of funding to finance our project

developments.

In addition, we make certain undertakings in our sale and purchase agreements including obtaining the

requisite completion acceptance inspection certificates for the properties and delivering completed properties and

property ownership certificates to the customers within the period stipulated in the sale and purchase agreements.

These sale and purchase agreements and PRC laws and regulations provide for remedies for breach of such

undertakings. For example, if we pre-sell a property project and we fail to complete that property project on

time, we will be liable to the purchasers of our pre-sold properties for their losses. Should we fail to complete a

pre-sold property project on time, our purchasers may seek compensation for late delivery pursuant to either their

contracts with us or relevant PRC laws and regulations. If our delay extends beyond the specified period, our

purchasers may terminate the sale and purchase agreements and claim compensation. We cannot assure you that

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we will not experience significant delays in the completion and delivery of our projects which could have a

materially adverse effect on our business, financial condition and results of operations.

We face uncertainty with respect to indirect transfers of equity interests in PRC subsidiaries through their

non-PRC holding companies

Under the EIT regime, where a non-resident enterprise indirectly transfers equities and other properties of

a Chinese resident enterprise to evade its obligation of paying EIT by implementing arrangements that are not for

bona fide commercial purpose, such indirect transfer could, in accordance with the provisions of Article 47 of

the EIT Law, be re-identified and recognized as a direct transfer of equities and other properties of the Chinese

resident enterprise, especially in circumstance of a foreign investor transfers its indirect equity interest in a PRC

resident enterprise by means of disposal of its equity interests in an overseas holding company (the “Indirect

Transfer”) and the overseas holding company is located in a tax jurisdiction which levies tax at an effective tax

rate of less than 12.5% or does not levy tax at all. Under an indirect transfer, the entity or individual that has the

direct liability for the relevant payment obligation to the equity transferor according to the relevant laws and

regulations or contracts shall be identified as the withholding agent. The withholding agent shall, within seven

days of the day on which the withholding obligation occurs, declare and remit the withholding tax to the

competent tax authority at its locality. Where the withholding agent fails to pay such tax due, tax authorities can

also impose a penalty ranging from 50% to 300% of the underreported EIT on withholding agent for failure of

fulfilling the withholding obligations.

Further, the State Administration of Taxation on Several Issues concerning the Enterprise Income Tax on

the Indirect Transfers of Properties by Non-Resident Enterprises (《國家稅務總局關於非居民企業間接轉讓

財產企業所得稅若干問題的公告》) (“Bulletin 7”) was promulgated and took effect on February 6, 2015 and

applies retroactively. Bulletin 7 provides more detailed guidance on how to determine whether a transfer has a

bona fide commercial purpose and substantially changes the reporting requirements of previous regulations.

Under Bulletin 7, the party who makes payments for Indirect Transfer is the withholding obligor. On October 17,

2017, SAT issued the Announcement on Issues Relating to Withholding at Source of Income Tax of Non-

resident Enterprises (《國家稅務總局關於非居民企業所得稅源泉扣繳有關問題的公告》) (“Bulletin 37”),

which took effect on December 1, 2017. Under Bulletin 37, in the event that the withholding obligor fails to or is

unable to withhold all due tax resulting from the Indirect Transfer, the tax authorities may order a non-resident

enterprise to make payment within a stipulated period, and the non-resident enterprise shall declare and pay tax

within the period determined by the tax authorities; if the non-resident enterprise has declared and paid tax

before the tax authorities order it to make payment within a stipulated period, the enterprise shall be deemed to

have paid tax on time. The competent tax authority may impose penalties on the withholding obligor if it fails to

withhold tax and the foreign investor who receives the payments also fails to report the Indirect Transfer.

We have made the requisite filings with the relevant local tax authorities with respect to the acquisitions

of Golden Wheel International Corporation and Golden Wheel International Investment by Golden Wheel Pearl

and Golden Wheel Jade. However, we cannot assure you that such acquisitions will not be regarded as Indirect

Transfers. In the event that we are required to settle any relevant withholding tax under Circular 698, our cash

flow and results of operations during the related period may be materially and adversely affected.

Risks Relating to China

Our business, prospects, financial condition and results of operations are heavily impacted by the political

and economic situation in the PRC

The PRC economy differs from the economies of most developed countries in many respects, including

structure, government involvement, level of development, economic growth rate, control of foreign exchange,

allocation of resources and balance of payment position. For the past three decades, the PRC government has

implemented economic reform measures emphasizing utilization of market forces in the development of the PRC

economy. Although we believe these reforms will have a positive effect on the PRC’s overall long-term

development, we cannot predict whether changes in the economic, political and social conditions of the PRC will

materially and adversely affect our current or future business, financial condition, results of operations or

prospects. Moreover, even if new policies may benefit us in the long-term, we cannot assure you that we will be

able to successfully adjust to such policies. If there is a further slowdown in the economic growth of the PRC, or

if the PRC economy experiences a recession, demand for our products may also decrease and our business,

prospectus, financial condition, results of operations and operations may be materially and adversely affected.

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In addition, demand for our products may be affected by a variety of factors, many of which may be

beyond our control, including:

political stability or changes in social conditions within the PRC;

changes in laws and regulations or the interpretation of laws and regulations;

measures which may be introduced to control inflation or deflation;

changes in the rate or method of taxation; and

the imposition of additional restrictions on currency conversion and remittances abroad.

Any significant changes in relation to any of these factors may materially and adversely affect our

business, prospects, financial condition, results of operations and prospects.

The global financial markets have experienced significant deterioration and volatility, which have

negatively affected the global economy. Any further downturn may adversely affect our financial

condition and results of operations

The global financial markets have been affected by a general slowdown of economic growth, resulting in

substantial volatility in global equity securities markets and tightening of liquidity in global credit markets. In

recent years, volatility in equity securities markets in the PRC, U.S.-China trade tensions, global economic

uncertainties and the euro zone sovereign debt crisis have resulted in adverse market conditions and increased

volatility in the PRC and overseas financial markets. While it is difficult to predict how long these conditions

will exist and the extent to which we may be affected, these developments may continue to present risks to our

business operations for an extended period of time, including increase in interest expenses on our bank

borrowings, or reduction in the amount of banking facilities currently available to us. These challenging market

conditions have resulted in reduced liquidity, widening of credit spreads in credit markets, a reduction in

available financing and a tightening of credit terms.

Should there be a further economic downturn or credit crisis for any reason, our ability to borrow funds

from current or other funding sources may be further limited, causing our continued access to funds to become

more expensive, which would adversely affect our business, liquidity, financial condition, results of operations,

and most importantly, our property development projects. As such, we cannot assure you that our business

operations will not suffer further adverse effects caused by the previous or future credit crisis in the near future.

Our operations and financial performance could be adversely affected by labor shortages, increase in

labor costs, changes to the PRC labor-related laws and regulations or labor disputes

The PRC Labor Contract Law (《中華人民共和國勞動合同法》), which became effective on January

1, 2008 and as amended on December 28, 2012 effective as of July 1, 2013, imposes greater liabilities on

employers and significantly affects the cost of an employer’s decision to reduce its workforce. Further, it

requires certain terminations to be based upon seniority and not merit. In the event we decide to significantly

change or decrease our workforce, the PRC Labor Contract Law could adversely affect our ability to effect such

changes in the most cost effective or timely manner to our business, hence may adversely affect our financial

condition and results of operations. In addition, the PRC government has continued to introduce various new

labor-related regulations after the promulgation of the PRC Labor Contract Law. Among other things, the Paid

Annual Leave Provisions (《職工帶薪年休假條例》), which became effective on January 1, 2008, require that

paid annual leaves ranging from five to fifteen days be available to nearly all employees, except those who have

been employed for less than one year, and further require that employers compensate an employee for any

annual leave days the employee is unable to take in the amount of three times of such employee’s daily salary,

subject to certain exceptions.

On October 28, 2010, the Standing Committee of the National People’s Congress (“NPC”) promulgated

the Social Insurance Law (《社會保險法》), which became effective on July 1, 2011, and last amended on

December 29, 2018, to clarify the contents of the social insurance system in China. According to the Social

Insurance Law, employees will participate in pension insurance, work-related injury insurance, medical

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insurance, unemployment insurance and maternity insurance and the employers must, together with their

employees or separately, pay for the social insurance premiums for such employees.

As a result of the implementation of these and any future rules and regulations designed to enhance the

standard for labor protection, our labor costs may continue to increase. Furthermore, as the interpretation and

implementation of these new laws and regulations are still evolving, we cannot assure you that our employment

practice will at all times be deemed fully in compliance, which may cause us to face labor disputes or

governmental investigations. If we are deemed in violation of such labor laws and regulations, we could be

subject to penalties, compensations to the employees and loss of reputation, and as a result our business,

prospects, financial condition and results of operations could be materially and adversely affected.

Further, labor disputes, work stoppages or slowdowns at our operating subsidiaries or project sites or

affecting the operations of our business partners could disrupt our daily operation or our expansion plans, which

could have a material adverse effect on our business and results of operations.

We are a holding company that substantially relies on dividend payments from our subsidiaries for

funding, and our corporate structure may limit our ability to receive dividends from, and transfer funds to,

our PRC subsidiaries, which could restrict our ability to act in response to changing market conditions

and reallocate funds from one affiliated PRC entity to another in a timely manner

We are a holding company incorporated in the Cayman Islands and operate our core business through our

subsidiaries in China. Therefore, the availability of funds to us to meet our financial obligations depends upon

dividends received from these subsidiaries. PRC laws require that dividends be paid only out of the net profit

calculated according to PRC accounting principles, which differ in many aspects from generally accepted

accounting principles in other jurisdictions, including IFRSs. PRC laws also require foreign-invested enterprises,

such as some of our subsidiaries in China, to set aside part of their net profits as statutory reserves. These

statutory reserves are not available for distribution as cash dividends. In addition, restrictive covenants in bank

credit facilities, convertible bond instruments or other agreements that we or our subsidiaries may enter into in

the future may also restrict the ability of our subsidiaries to make contributions to us and our ability to receive

distributions. Therefore, these restrictions on the availability and usage of our major source of funding may

impact our ability to meet our financial obligations.

Distributions by our PRC subsidiaries to us other than as dividends may be subject to governmental

approval and taxation. Any transfer of funds from our Company to our PRC subsidiaries, either as a shareholder

loan or as an increase in registered capital, is subject to registration or approval of PRC governmental authorities,

including the relevant administration of foreign exchange or the relevant examining and approval authority. In

addition, it is not permitted under PRC laws for our PRC subsidiaries to directly lend money to each other.

Therefore, it is difficult to change our plans with respect to the use of funds or capital expenditure plans once the

relevant funds have been remitted from our Company to our PRC subsidiaries. These limitations on the free flow

of funds between us and our PRC subsidiaries could restrict our ability to act in response to changing market

conditions and reallocate funds from one PRC subsidiary to another in a timely manner.

Governmental control of currency conversion may affect the value of your investment

The PRC government imposes various controls on the convertibility of Renminbi into foreign currencies

and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in

Renminbi. Under our current structure, our income is primarily derived from dividend payments from our PRC

subsidiaries. Shortages in the availability of foreign currencies may restrict the ability of our PRC subsidiaries to

remit sufficient foreign currencies to pay dividends or other payments to us, or otherwise satisfy their foreign

currency denominated obligations, if any. Under existing PRC foreign exchange regulations, payments of certain

current account items can be made in foreign currencies without prior approval from the local branch of the State

Administration of Foreign Exchange (“SAFE”) by complying with certain procedural requirements. However,

approval from appropriate governmental authorities is required where Renminbi is to be converted into foreign

currency and remitted out of China to pay capital expenses such as the repayment of bank borrowings

denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to

foreign currencies for current account transactions. If the foreign exchange control system prevents us from

obtaining sufficient foreign currencies to satisfy our currency demands, we may not be able to service our debt

obligations denominated or settled in foreign currencies, if any.

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The restrictions on foreign exchange transactions under capital accounts also affect our ability to finance

our PRC subsidiaries. The investment of our net proceeds from this offering, in the form of either registered

capital or a shareholder loan into our PRC subsidiaries, may be subject to PRC foreign investment regulations,

restrictive measures taken by PRC government relating to the PRC property market and approval and/or

registration with PRC government authorities. If we fail to remit proceeds from this offering to our PRC

subsidiaries, our business, prospectus, financial condition, results of operations and operations may be materially


We may be subject to risks presented by fluctuations in exchange rates between the Renminbi and other

currencies

The Notes are denominated in U.S. dollars while substantially all of our revenues are generated by our

PRC operating subsidiaries and are denominated in Renminbi. A portion of our revenues may be converted into

other currencies to meet the relevant subsidiary’s own foreign currency obligation. The value of the Renminbi

against other currencies may fluctuate and is affected by, among other things, changes in China’s political and

economic conditions. For example, on March 14, 2014, the PBOC widened the floating band for trading prices in

the inter-bank spot exchange market of Renminbi against the U.S. dollar to 2.0%. On August 11, 2015, to

improve the central parity quotations of the Renminbi against the U.S. dollar, the PBOC authorized market-

makers to provide central parity quotations to the China Foreign Exchange Trading Centre daily before the

opening of the interbank foreign exchange market with reference to the interbank foreign exchange market

closing rate of the previous day, the supply and demand for foreign exchange as well as changes in major

international currency exchange rates. Following the announcement by the PBOC on August 11, 2015, the

Renminbi depreciated significantly against the U.S. dollar. In January and February 2016, the Renminbi

experienced further fluctuation in value against the U.S. dollar. The PRC Government may adopt further reforms

of its exchange rate system, including making the Renminbi freely convertible in the future. These changes in

policy have resulted in fluctuations of the Renminbi against the U.S. dollar. There can be no assurance that the

Renminbi exchange rate will remain stable against the U.S. dollar or other foreign currencies in the market.

Depreciation of the Renminbi against the U.S. dollar, the Hong Kong dollar or any such other relevant foreign

currencies could have a material adverse effect on our business, financial condition and results of operations. For

example, we suffered significant exchange losses arising from the depreciation of the Renminbi in 2018 due to

the fact that the reporting currency of the Group is the Renminbi while a substantial part of our borrowings is in

U.S. dollar or Hong Kong dollar. There are limited hedging instruments available in China to reduce our

exposure to exchange rate fluctuations between the Renminbi and other currencies. We enter into derivative

financial instruments to manage our exposure to foreign exchange rate risk, including cross currency rate swaps.

Hedging agreements may require us to pledge or transfer cash and other collateral to secure our obligations

under the agreements, and the amount of collateral required may increase as a result of mark-to-market

adjustments. In addition, we may enter into hedging agreements permitted under the Indenture governing the

Notes, and these agreements may be secured by pledges of our cash and other assets as permitted under the

Indenture. In each case, if we were unable to provide such collateral, it could constitute a default under such

agreements.

The interests of our Controlling Shareholders may not align with those of our other shareholders and

creditors, including the holders of the Notes

As of December 31, 2020, our Controlling Shareholders held approximately 40.60% of our ordinary

shares. For information relating to the ownership of our shares, see “Substantial Shareholders.” Our Controlling

Shareholders may be able to effectively control certain matters requiring approval by our shareholders,

depending on participation at our shareholder meetings. Circumstances may arise in which the interests of our

Controlling Shareholders may not align with the interests of the holders of the Notes.

The PRC national economy and economies in different regions of the PRC may be adversely affected by

natural disasters, acts of God, and occurrence of pandemics or epidemics

Our business is subject to general economic and social conditions in China. Pandemics, epidemics,

natural disasters and other acts of God which are beyond our control may adversely affect the economy,

infrastructure and livelihood of the people in China. Some regions in China, including the cities where we

operate, are under the threat of flood, earthquake, sandstorm, snowstorm, fire, drought, pandemics or epidemics

such as the Severe Acute Respiratory Syndrome or SARS, the H5N1 avian flu or the human swine flu, also

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known as Influenza A (H1N1), the Ebola virus disease, the Middle East Respiratory Syndrome disease, or the

most recent novel coronavirus named COVID-19 by the World Health Organization,.

As of the date of this information memorandum, millions of individuals worldwide have been affected by

the COVID-19 outbreak. Several cities in China where we have significant land bank and operations have

imposed travel restrictions in an effort to curb the spread of the highly infectious COVID-19. As a result, sales

offices, hotels and construction of our development projects were temporarily shut down. Moreover, supply of

our raw materials and productivity of our employees have been adversely affected. The suspension of

construction and sales activities of our projects may in turn result in substantial increase in our development

costs, late delivery of properties and/or otherwise adversely affect our profitability and cash flows.

Furthermore, our customers may face financial difficulties, which may in turn result in a reduction in

demand for our properties. Customers who have previously entered into contracts to purchase properties may

default on their purchase contracts or delay their payments if the economic situation further deteriorates as a

result of the pandemic. In addition, the COVID-19 outbreak poses risks to the wellbeing of our employees and

the safety of our workplace, which may materially and adversely affect our business operation. In addition,

global capital markets have experienced and may continue to experience negative investor sentiment, significant

volatility and liquidity disruptions. This may adversely affect our ability to access capital markets for funding,

which may in turn have a negative effect on our liquidity. As the outbreak extended, several countries have

introduced restrictions on travel, including restrictions on travel to and from China. The COVID-19 pandemic

has created and may further create negative economic impact globally. It increased volatility in the PRC and

global markets and may continue to cause increasing concerns over the prospects of the PRC residential property

market, which may materially and adversely affect the demand for properties and property prices in China.

Past occurrences of epidemics, depending on their scale, have caused different degrees of damage to the

national and local economies in China. Another public health crisis in China triggered by a recurrence of SARS

or an outbreak of any other pandemics or epidemics, including, for example, the ongoing COVID-19, especially

in the cities where we have operations, may result in material disruptions to our property development, property

leasing and sales and the operation of commercial properties. Since April 2020, China and some other countries

gradually lifted stay-at-home orders and began to resume work and school at varying levels and scopes. Since

early March 2020, we experienced a recovery as we gradually resumed business activities and operation. Given

the uncertainties as to the development of the outbreak at the moment, it is difficult to predict how long these

conditions will exist and the extent to which we may be affected. Should the disruption to our operations

continue, it may materially and adversely affect our results of operations and financial condition and may also

cause reputation damage.

You may experience difficulties in effecting service of process, enforcing foreign judgments or bringing

original actions in China against us or our directors or officers

We are a company incorporated under the laws of the Cayman Islands, but substantially all of our

operations and assets are located in China. As a result, it may be difficult or impossible for you to effect service

of process upon us. Moreover, China does not have treaties with most other jurisdictions, including Japan, the

UK and the United States, that provide for the reciprocal recognition and enforcement of judicial rulings and

awards. As a result, recognition and enforcement in China of the judgment of a non-PRC court, in relation to any

matter not subject to a binding arbitration provision may be difficult or impossible. Furthermore, an original

action may be brought in China against us or our directors or officers only if the actions are not required to be

arbitrated by PRC law and upon satisfaction of the conditions for institution of a cause of action pursuant to the

PRC Civil Procedure Law (《中華人民共和國民事訴訟法》), which was amended on June 27, 2017, and

became effective on July 1, 2017. As a result of the conditions set forth in the PRC Civil Procedure Law and the

discretion of the PRC courts to determine whether the conditions are satisfied and whether to accept the action

for adjudication, there remains uncertainty on whether an investor like you will be able to bring an original

action in China in this fashion.

Interpretation of PRC laws and regulations involves uncertainty

As substantially all of our businesses are conducted, and substantially all of our assets are located, in the

PRC, our operations are governed principally by PRC laws and regulations. The PRC legal system is based on

written statutes, and prior court decisions can only be cited as reference. Since 1979, the PRC government has

promulgated laws and regulations in relation to economic matters such as foreign investment, corporate

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organization and governance, commerce, taxation, foreign exchange and trade, with a view to developing a

comprehensive system of commercial law. However, due to the fact that these laws and regulations have not

been fully developed, and because of the limited volume of published cases and the non-binding nature of prior

court decisions, interpretation of PRC laws and regulations involves a degree, sometimes a significant degree, of

uncertainty. For example, on September 14, 2015, the NDRC issued Circular 2044, which provides that

enterprises domiciled within the PRC and their overseas subsidiaries or branches should file and register with the

NDRC prior to issuance of foreign debt instruments and report relevant information on the issuance of the

foreign debt instruments in relation to foreign debt with a maturity of more than one year to the NDRC within

ten business days after the completion of each issuance. In practice, enterprises incorporated outside the PRC

and controlled by individuals (other than those controlled by PRC enterprises as expressly provided in Circular

2044) with substantial assets or business operated in the PRC may also be required by the NDRC to comply with

Circular 2044. We have registered the issuance of the Notes with the NDRC pursuant to Circular 2044.

Nevertheless, there are still uncertainties regarding its interpretation, implementation and enforcement by the

NDRC. Furthermore, the legal protections available to us under these laws, rules and regulations may be limited.

Any litigation or regulatory enforcement action in China may be protracted and could result in substantial costs

and diversion of resources and management attention.

Depending on the governmental agency or the presentation of an application or case to such agency, we

may receive less favorable interpretations of laws and regulations than our competitors. In addition, any

litigation in China may be protracted and result in substantial costs and diversion of resources and management

attention. All these uncertainties may cause difficulties in the enforcement of our land use rights, entitlements

under our permits, and other statutory and contractual rights and interests.

Risks Relating to the Notes

We are a holding company and payments with respect to the Notes are structurally subordinated to

liabilities, contingent liabilities and obligations of our subsidiaries

We are a holding company with no material operations. We conduct our operations primarily through our

PRC subsidiaries. Our primary assets are ownership interests in our PRC subsidiaries, which are held through the

Subsidiary Guarantors, and may in the future include shareholder loans to our PRC subsidiaries. The Subsidiary

Guarantors do not and the JV Subsidiary Guarantors (if any) may not have material operations. Accordingly, our

ability to pay principal and interest on the Notes and the ability of the Subsidiary Guarantors and the JV

Subsidiary Guarantors (if any) to satisfy their obligations under the Subsidiary Guarantees or the JV Subsidiary

Guarantees (as the case may be) will depend upon our receipt of distributions of dividends, interest payments or

advances from our subsidiaries. The ability of our subsidiary companies to pay dividends and other amounts to

us may be subject to their profitability and to applicable laws and restrictions on the payment of dividends and

other amounts contained in relevant financing and other arrangements.

Furthermore, all of our existing operating subsidiaries or entities are incorporated in the PRC and none of

them will guarantee the Notes upon the issuance of the Notes or at any time in the future. In addition, no future

subsidiaries that are organized under the laws of the PRC will guarantee the Notes, and the Company may

designate any future Offshore Restricted Subsidiary as an Offshore Non-Guarantor Subsidiary which would

allow such Offshore Restricted Subsidiary not to provide a Subsidiary Guarantee or JV Subsidiary Guarantee,

subject to certain conditions. Therefore, creditors, including trade creditors of our Non-Guarantor Subsidiaries,

would have a claim on such subsidiaries’ assets that would be prior to the claims of the holders of the Notes. As

a result, our payment obligations under the Notes are effectively subordinated to all existing and future

obligations of our Non-Guarantor Subsidiaries (including their obligations under guarantees they issued in

connection with our business), and all claims of creditors of our Non-Guarantor Subsidiaries will have priority as

to the assets of such entities over our claims and those of our creditors, including holders of the Notes. As of

December 31, 2020, our Non-Guarantor Subsidiaries had capital commitments of RMB713.1 million and

contingent liabilities of RMB268.6 million. The Notes and the Indenture permit us, the Subsidiary Guarantors,

the JV Subsidiary Guarantors (if any) and our Non-Guarantor Subsidiaries to incur additional indebtedness and

issue additional guarantees, subject to certain limitations. In addition, our secured creditors or those of any

Subsidiary Guarantor or JV Subsidiary Guarantor (if any) would have priority as to our assets or the assets of the

Subsidiary Guarantor or JV Subsidiary Guarantor (if any) securing the related obligations over claims of the

holders of the Notes to the extent those assets do not also secure the Notes.

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Furthermore, under the terms of the Notes, a Subsidiary Guarantee required to be provided by a

subsidiary of the Company under the terms of the Notes may be replaced by a limited-recourse guarantee (a “JV

Subsidiary Guarantee”), following the sale or issuance to a third party of a 20% to 49.9% equity interest in such

subsidiary by its direct or indirect majority shareholders (subject to the satisfaction of certain conditions,

including a cap on the non-guaranteed portion of the assets of all JV Subsidiary Guarantors and Offshore Non-

Guarantor Subsidiaries in aggregate). Recovery under a JV Subsidiary Guarantee is limited to an amount equal

to our proportional interest in the issued share capital of such Subsidiary Guarantor, or JV Subsidiary Guarantor,

multiplied by the fair market value of the total assets in such JV Subsidiary Guarantor and its subsidiaries, on a

consolidated basis, as of the date of the last fiscal year end of the Company. As a result, the amount that may be

recovered by the Trustee pursuant to a JV Subsidiary Guarantee (compared to a Subsidiary Guarantee) is

reduced, which in turn may affect your ability to recover any amounts due under the Notes.

Our secured creditors or those of any Subsidiary Guarantor would have priority as to our assets or the

assets of such Subsidiary Guarantor securing the related obligations over claims of holders of the Notes

The Notes and the Subsidiary Guarantees will constitute unsubordinated obligations and will rank pari

passu in right of payment with all other existing and future unsubordinated indebtedness and senior in right of

payment to all subordinated indebtedness, if any, of the Company and the Subsidiary Guarantors, as applicable.

The Notes and each Subsidiary Guarantee are issued as a general obligation of the relevant company. However,

the Notes and the Subsidiary Guarantees are effectively subordinated to any of our or the Subsidiary Guarantors’

secured obligations to the extent of the assets serving as security for such secured obligations (other than to the

extent of the Collateral securing the Notes). The limitation on liens covenant that is included in the Indenture

governing the Notes is subject to various carve outs as set forth under “Certain Covenants — Limitation on

Liens” and the definition of “Permitted Liens” under the caption “Description of the Notes.” As of December 31,

2020, we had secured bank loans of approximately RMB2,718.9 million. We also held certain financial assets

including debt and equity securities as well as loans to third parties as of the same date. We may pledge a portion

of such financial assets to secure our short-term borrowings pursuant to certain of our loan agreements. See

“Description of Material Indebtedness and Other Obligations — Offshore Loans.” In bankruptcy, the holder of a

security interest with respect to any assets of us or the Subsidiary Guarantors (other than to the extent of the

Collateral securing the Notes) would be entitled to have the proceeds of such assets applied to the payment of

such holder’s claim before the remaining proceeds, if any, are applied to the claims of the holders of the Notes.

In addition, the Collateral may also be pledged to secure Permitted Pari Passu Secured Indebtedness after

issuance of the Notes. See “Description of the Notes — Security — Permitted Pari Passu Secured Indebtedness.”

We or the Subsidiary Guarantors may, subject to the terms of the Indenture, pledge additional collateral in the

future.

We may incur substantial additional indebtedness in the future, which could adversely affect our financial

health and our ability to generate sufficient cash to satisfy our outstanding and future debt obligations

As of December 31, 2020, our consolidated current bank loans and our consolidated non-current bank

loans amounted to approximately RMB1,831.9 million and RMB979.7 million, respectively. In addition, as of

December 31, 2020, our capital commitments were approximately RMB713.1 million. See “Management’s

Discussion and Analysis of Financial Condition and Results of Operations — Capital Commitments.”

In addition, we and our subsidiaries may from time to time incur substantial additional indebtedness.

Although the Indenture limits us and our subsidiaries from incurring additional debt, these limitations are subject

to important exceptions and qualifications. If we or our subsidiaries incur additional debt, the risks that we face

as a result of such indebtedness and leverage could intensify. The amount of our indebtedness could have

important consequences to the Noteholders. For example, it could:

limit our ability to satisfy our obligations under the Notes and other debt;

increase our vulnerability to adverse general economic and industry conditions;

require use to dedicate a substantial portion of our cash flow from operations to servicing and

repaying indebtedness, reducing the availability of cash flow to fund working capital, capital

expenditures and other general corporate purposes;

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limit our flexibility in planning for or reacting to changes in the businesses and the industry in

which we operate;

place us at a competitive disadvantage compared to our competitors that have less debt;

limit, along with the financial and other restrictive covenants of our indebtedness, our ability to

borrow additional funds; and

increase the cost of additional financing.

Our ability to generate sufficient cash to satisfy our outstanding and future debt obligations will depend

upon our future operating performance, which will be affected by prevailing economic conditions and financial,

business and other factors, many of which are beyond our control. If we are unable to service our indebtedness,

we will be forced to adopt an alternative strategy that may include actions such as reducing or delaying capital

expenditures, selling assets, restructuring or refinancing existing indebtedness or seeking equity capital. These

strategies may not be instituted on satisfactory terms.

If we are unable to comply with the restrictions and covenants in our debt agreements or the Indenture

governing the Notes, there could be a default under the terms of these agreements or the Indenture

governing the Notes, which could cause repayment of our debt to be accelerated

If we are unable to comply with the restrictions and covenants in the Indenture governing the Notes, or

our current or future debt and other agreements, there could be a default under the terms of these agreements. In

the event of a default under these agreements, the holders of the debt could terminate their commitments to lend

to us, accelerate the debt, declare all amounts borrowed due and payable and enforce all or any of the security or

terminate the agreements, as the case may be. Furthermore, some of our debt agreements, including the

Indenture governing the Notes, contain cross-acceleration or cross-default provisions. As a result, our default

under one debt agreement may cause the acceleration of debt, including the Notes, or result in a default under

our other debt agreements, including the Indenture governing the Notes. If any of these events occur, we cannot

assure you that our assets and cash flow would be sufficient to repay in full all of our indebtedness, or that we

would be able to find alternative financing. Even if we could obtain alternative financing, we cannot assure you

that it would be on terms that are favorable or acceptable to us.

Our operations are restricted by the terms of the Notes, which could limit our ability to plan for or to react

to market conditions or meet our capital needs, which could increase your credit risk

The Indenture governing the Notes includes a number of significant restrictive covenants. These

covenants restrict, among other things, our ability, and the ability of our Restricted Subsidiaries, to:

incur or guarantee additional indebtedness and issue disqualified or preferred stock;

declare dividends on capital stock or purchase or redeem capital stock;

make investments or other specified restricted payments;


guarantee indebtedness of Restricted Subsidiaries;

sell assets;

create liens;


engage in any business other than permitted business;

enter into agreements that restrict the Restricted Subsidiaries’ ability to pay dividends;

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transfer assets or make intercompany loans;



These covenants could limit our ability to plan for or react to market conditions or to meet our capital

needs. Our ability to comply with these covenants may be affected by events beyond our control, and we may

have to curtail some of our operations and growth plans to maintain compliance.

Our subsidiaries are subject to restrictions on the payment of dividends and the repayment of

intercompany loans or advances to us and our subsidiaries

As a holding company, we depend on the receipt of dividends and the interest and principal payments on

intercompany loans or advances from our subsidiaries, including our PRC subsidiaries, to satisfy our obligations,

including our obligations under the Notes. The ability of our subsidiaries to pay dividends and make payments

on intercompany loans or advances to their shareholders is subject to, among other things, distributable earnings,

cash flow conditions, restrictions contained in the articles of association of our subsidiaries, applicable laws and

restrictions contained in the debt instruments or agreements of such subsidiaries. In addition, if any of our

subsidiaries raises capital by issuing equity securities to third parties, dividends declared and paid with respect to

such equity securities would not be available to us to make payments on the Notes. These restrictions could

reduce the amounts that we receive from our subsidiaries, which would restrict our ability to meet our payment

obligations under the Notes and the obligations of the Subsidiary Guarantors or JV Subsidiary Guarantors (if

any) under the Subsidiary Guarantees or JV Subsidiary Guarantees (as the case may be).

PRC laws and regulations permit payment of dividends only out of accumulated profits as determined in

accordance with PRC accounting standards and regulations and such profits differ from profits determined in

accordance with IFRSs in certain significant respects, including the use of different bases of recognition of

revenue and expenses. Our PRC subsidiaries are also required to set aside a portion of their after-tax profits

according to PRC accounting standards and regulations to fund certain reserves that are not distributable as cash

dividends. In addition, starting from January 1, 2008, dividends for the year 2008 and onward paid by our PRC

subsidiaries to their non-PRC parent companies will be subject to a 10% withholding tax, unless there is a tax

treaty between the PRC and the jurisdiction in which the overseas parent company is incorporated, which

specifically exempts or reduces such withholding tax. Pursuant to an avoidance of double taxation arrangement

between Hong Kong and the PRC, if the non-PRC parent company is a Hong Kong resident and directly holds a

25% or more interest in the PRC enterprise, such restrictions tax rate may be lowered to 5%. However, according

to a circular issued by SAT in October 2009, tax treaty benefits will be denied to “conduit” or shell companies

without business substance.

In addition, our PRC subsidiaries are required to pay a 7% withholding tax on behalf of us on the interest

paid under any shareholders’ loans. As a result of such restrictions, there could be timing and other limitations

on payments from our PRC subsidiaries to meet payments required by the Notes or satisfy the obligations of the

Subsidiary Guarantors or JV Subsidiary Guarantors (if any) under the Subsidiary Guarantees or JV Subsidiary

Guarantees (as the case may be), and there could be restrictions on payments required to redeem the Notes at

maturity or as required for any early redemption.

As a result of the foregoing, we cannot assure you that we will have sufficient cash flow from dividends

from our subsidiaries to satisfy our obligations under the Notes or the obligations of the Subsidiary Guarantors or

JV Subsidiary Guarantors (if any) under the Subsidiary Guarantees or JV Subsidiary Guarantees (as the case

may be).

We may not be able to repurchase the Notes upon a Change of Control Triggering Event

We may be required by the Noteholders to purchase the Notes upon the occurrence of a Change of

Control Triggering Event (as defined in “Description of the Notes”) at a purchase price equal to 101% of the

principal amount plus accrued and unpaid interest. See “Description of the Notes — Repurchase of Notes upon a

Change of Control Triggering Event.”

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The source of funds for any such purchase would be our available cash or third party financing. However,

we may not have enough available funds at the time of the occurrence of any Change of Control Triggering

Event to make purchases of outstanding Notes. Our failure to make the offer to purchase or purchase the

outstanding Notes would constitute an Event of Default under the Notes. The Event of Default may, in turn,

constitute an event of default under other indebtedness, any of which could cause the related debt to be

accelerated after any applicable notice or grace periods. If our other debt were to be accelerated, we may not

have sufficient funds to purchase the Notes and repay the debt.

In addition, the definition of Change of Control Triggering Event for purposes of the Indenture does not

necessarily afford protection for the holders of the Notes in the event of some highly-leveraged transactions,

including certain acquisitions, mergers, refinancings, restructurings or other recapitalizations, although these

types of transactions could increase our indebtedness or otherwise affect our capital structure or credit ratings.

The definition of Change of Control Triggering Event for purposes of the Indenture also includes a phrase

relating to the sale of “all or substantially all” of our assets. Although there is a limited body of case law

interpreting the phrase “substantially all,” there is no precise established definition under applicable law.

Accordingly, our obligation to make an offer to purchase the Notes, and the ability of a holder of the Notes to

require us to purchase its notes pursuant to the offer as a result of a highly-leveraged transaction or a sale of less

than all of our assets may be uncertain.

The insolvency laws of the Cayman Islands and other local insolvency laws may differ from U.S.

bankruptcy law or those of Hong Kong or another jurisdiction with which holders of the Notes are

familiar

Because the Company was incorporated under the laws of the Cayman Islands, an insolvency proceeding

relating to us would likely involve Cayman Islands insolvency laws, the procedural and substantive provisions of

which may differ from comparable provisions of the laws of jurisdictions with which holders of the Notes are

familiar. In addition, the Subsidiary Guarantors are, and the JV Subsidiary Guarantors (if any) may be,

incorporated in the British Virgin Islands or Hong Kong and the insolvency laws of the British Virgin Islands

and Hong Kong may also differ from the laws of the United States or other jurisdictions with which the holders

of the Notes are familiar.

We conduct substantially all of our business operations through PRC-incorporated subsidiaries in China.

The Subsidiary Guarantors, as equity holders in our PRC subsidiaries, are necessarily subject to the bankruptcy

and insolvency laws of China in a bankruptcy or insolvency proceeding involving any of such PRC subsidiaries.

Any JV Subsidiary Guarantors which become equity holders of our PRC subsidiaries would also be subject to

such laws. The PRC laws and regulations relating to bankruptcy and insolvency and the legal proceedings in that

regard may significantly differ from those of the jurisdictions with which the holders of the Notes are familiar.

You should analyze the risks and uncertainties carefully before you invest in the Notes.

In addition, the Notes are issued by the Company, which was incorporated under the laws of the Cayman

Islands, and guaranteed by the Subsidiary Guarantors, which were incorporated under the laws of the British

Virgin Islands or Hong Kong. The Notes, the Subsidiary Guarantees and the Indenture are governed by the laws

of the State of New York. In the event of a bankruptcy, insolvency or similar event, proceedings could be

initiated in the Cayman Islands, the British Virgin Islands and Hong Kong. Such multi-jurisdictional proceedings

are complex, may be costly for creditors and otherwise may result in greater uncertainty and delay regarding the

enforcement of your rights. Your rights under the Notes and the guarantees will be subject to the insolvency and

administrative laws of several jurisdictions and there can be no assurance that you will be able to effectively

enforce your rights in such complex multiple bankruptcy, insolvency or similar proceedings. For instance, the

bankruptcy, insolvency, administrative and other laws of the Cayman Islands, the British Virgin Islands and

Hong Kong may conflict with each other, including in the areas of rights of creditors, priority of governmental

and other creditors, ability to obtain post-petition interest and duration of the proceeding. The application of

these laws, or any conflict among them, could call into question whether any particular jurisdiction’s laws should

apply and could adversely affect your ability to enforce your rights under the Notes and the guarantees in the

relevant jurisdictions or limit any amounts that you may receive.

We may be unable to obtain and remit foreign exchange

Our ability to satisfy our obligations under the Notes depends solely upon the ability of our subsidiaries in

the PRC to obtain and remit sufficient foreign currency to pay dividends to us and to repay shareholder loans.

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Our PRC subsidiaries must present certain documents to the SAFE, its authorized branch, or the designated

foreign exchange bank, for approval before they can obtain and remit foreign currencies out of the PRC

(including, in the case of dividends, evidence that the relevant PRC taxes have been paid and, in the case of

shareholder loans, evidence of the registration of the loan with the SAFE). Prior to payment of interest and

principal on any shareholder loan we make to our PRC subsidiaries, the relevant PRC subsidiary must also

present evidence of payment of the 10% (or 7% if the interest is paid to a Hong Kong resident, subject to the

approval of the relevant PRC tax authorities) withholding tax on the interest payable in respect of such

shareholder loan. If any PRC subsidiary for any reason fails to satisfy any of the PRC legal requirements for

remitting foreign currency payments, the PRC subsidiary will be unable to pay us dividends or interest and

principal on our existing shareholder loans, which may affect our ability to satisfy our obligations under the

Notes.

Interest paid by us to our foreign investors and gains on the sales of our Notes may be subject to taxes

under PRC tax laws

Under the EIT Law and implementation regulations thereunder issued by the State Council, PRC income

tax at the rate of 10% is withheld from PRC-source interest paid to investors that are “non-PRC resident

enterprises” that do not have an establishment or place of business in the PRC, or that have such establishment or

place of business but the relevant income is not effectively connected with the establishment or place of

business. In addition, any gain realized on the transfer of our Notes is subject to 10% PRC income tax if such

gain is regarded as income derived from sources within the PRC. Furthermore, individual non-resident investors

may be subject to a 20% PRC withholding tax on interest on the Notes and a 20% PRC tax on gains from the

transfer of the Notes if such interest or gain is regarded as PRC-source.

Under PRC tax laws, there are uncertainties on whether we will be considered a PRC “resident

enterprise,” as this will depend on whether we have a “de facto management body” located in China for PRC tax

purposes. If our Company (or any Subsidiary Guarantor) is considered to be a PRC “resident enterprise,” the

interest and any redemption premium our Company (or a Subsidiary Guarantor) pays with respect to our Notes

may be treated as income derived from sources within the PRC and therefore be subject to PRC income tax

which would be withheld at source. See “— We may be treated as a resident enterprise for PRC tax purposes

under the EIT Law, which could result in unfavorable tax consequences to us and our non-PRC shareholders”

above. Further, if our Company is considered to be a PRC “resident enterprise,” gains from the transfer of our

Notes may be treated as income derived from sources within the PRC and therefore be subject to PRC income

tax. It is not clear under PRC tax law whether we have a “de facto management body” located in China for PRC

tax purposes. We intend to take the position that our Company is not a PRC “resident enterprise” for PRC tax

purposes. However, there is no assurance that the relevant tax authorities will respect this position.

According to the Arrangement between the Mainland of China and the Hong Kong Special

Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect

to Taxes on Income which was promulgated on August 21, 2006, Noteholders who are Hong Kong residents,

including both enterprise holders and individual holders, may be exempted from PRC income tax on capital

gains derived from a sale or exchange of the Notes, provided that such holders qualify for the benefits of the

arrangement.

On March 23, 2016, the Ministry of Finance and the State Administration of Taxation (the “SAT”) issued

Circular 36, which introduced a new VAT from May 1, 2016. VAT is applicable where the entities or individuals

provide services within the PRC. According to Circular 36, entities and individuals providing services within the

PRC are subject to VAT. The services are treated as being provided within China if either the service provider or

the service recipient is regarded by the relevant PRC tax authority as located in the PRC. The services subject to

VAT include the provision of financial services such as the provision of loans. It is further clarified under

Circular 36 that the “loans” refers to the activity of lending capital for another’s use and receiving the interest

income thereon. Based on the definition of “loans” under Circular 36, the issuance of the Notes may be regarded

as financial services by holders of the Notes and the payments under the Notes may be subject to VAT (withheld

at source) if the Issuer is regarded by the relevant PRC tax authority as a PRC resident enterprise for PRC tax

purposes. There are no detailed rules under the PRC laws and regulations for determining whether an entity

incorporated in jurisdictions other than the PRC will be deemed as a PRC resident enterprise under Circular 36.

The possibility of VAT being applied to any transfer of the Notes between entities or individuals located

outside of the PRC is relatively small and therefore the VAT is not likely to apply to gains realized upon such

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transfers, but there is uncertainty as to the applicability of VAT if either the seller or buyer of Notes may be

regarded as located in the PRC, and there are no detailed rules under the PRC laws and regulations for

determining whether an entity incorporated in jurisdictions other than the PRC will be deemed to be located in

the PRC under Circular 36. Circular 36 and laws and regulations pertaining to VAT are relatively new, and the

interpretation and enforcement of such laws and regulations involve uncertainties.

If we are required to withhold PRC tax on payments on the Notes, we will be required (subject to certain

exceptions) to pay such additional amounts as will result in receipt by a holder of Notes of such amounts as

would have been received by the holder had no such withholding been required. The requirement to pay

additional amounts would increase the cost of servicing the Notes and could have an adverse effect on our

financial condition. In addition, if the holders of our Notes are required to pay PRC income tax on the gains

resulting from transfer of their Notes, the value of their investment in our Notes may be materially and adversely

affected.

The Issuer may be able to redeem the Notes in whole at a redemption price equal to 100% of the principal

amount plus accrued and unpaid interest if it becomes required to pay Additional Amounts in respect of

PRC income tax or VAT and the requirement to pay Additional Amounts results from changes in PRC tax

law or the stating of an official position with respect thereto

As described above under “— Interest paid by us to our foreign investors and gains on the sales of our

Notes may be subject to taxes under PRC tax laws,” if the Issuer or a Subsidiary Guarantor (as the case may be)

is treated as a PRC resident enterprise, the Issuer (or the relevant Subsidiary Guarantor) may be required to

withhold tax from interest paid to non-resident investors. As described under “Description of the Notes —

Redemption for Taxation Reasons,” if the Issuer is required to pay Additional Amounts as a result of certain

changes in, or interpretations of, PRC income or value added tax law or the stating of an official position with

respect thereto, the Issuer may be able to redeem the Notes in whole at a redemption price equal to 100% of the

principal amount plus accrued and unpaid interest.

We may be able to redeem the Notes prior to maturity

The optional redemption feature of the Notes may limit the market value of Notes. During any period

when we may elect to redeem the Notes, the market value of the Notes may not rise substantially above the price

at which they can be redeemed. This also may be true prior to any redemption period. We may also be expected

to redeem Notes when our cost of borrowing is lower than the interest rate on the Notes. At those times, an

investor may not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest

rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors

should consider reinvestment risk in light of other investments available at that time.

There may not be an active trading market for the Notes, and there are restrictions on resales of the Notes

The Notes are a new issue of securities for us for which there is currently no trading market. Although

application will be made for the listing and quotation of the Notes on the SGX-ST, we cannot assure you that we

will obtain or be able to maintain a listing on the SGX-ST, or that, if listed, a liquid trading market will develop.

If such a market were to develop, the Notes could trade at prices that may be higher or lower than the initial issue

price depending on many factors, including prevailing interest rates, our operations and the market for similar

securities.

In addition, the Notes are being offered pursuant to exemptions from registration under the Securities Act

and, as a result, you will only be able to resell your Notes in transactions that have been registered under the

Securities Act or in transactions not subject to or exempt from registration under the Securities Act. See

“Transfer Restrictions.” We cannot predict whether there will be an active trading market for the Notes.

The ratings assigned to the Notes and our corporate ratings may be lowered or withdrawn in the future

The Notes are expected to be rated “B3” by Moody’s. The ratings address our ability to perform our

obligations under the terms of the Notes and credit risks in determining the likelihood that payments will be

made when due under the Notes. A rating is not a recommendation to buy, sell or hold securities and may be

subject to revision, suspension or withdrawal at any time. We cannot assure you that a rating will remain for any

given period of time or that a rating will not be lowered or withdrawn entirely by the relevant rating agency if in

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its judgment circumstances in the future so warrant. We have no obligation to inform holders of the Notes of any

such revision, downgrade or withdrawal. A suspension, reduction or withdrawal at any time of the rating

assigned to the Notes may adversely affect the market price of the Notes.

Any downgrading of the corporate ratings or the sovereign ratings of the PRC by rating agencies could

adversely affect the Group’s business and the Group’s liquidity

The Issuer is rated “B3” with a “negative” outlook by Moody’s, “B” with a “stable” outlook outlook by

Lianhe Global. The sovereign rating of the PRC is “A1” with a “stable” outlook by Moody’s, “A+” with a

“stable” outlook by S&P and “A+” with a “stable” outlook by Fitch. Any adverse revision to the Issuer’s

corporate ratings, those of its subsidiaries, for domestic and international debt or the sovereign ratings of the

PRC by rating agencies such as Moody’s and Fitch may adversely affect the Group’s business, its financial

performance and the trading price of the Notes. Further, the Group’s ability to obtain financing or to access to

capital markets may also be limited, thereby lowering its liquidity.

Certain transactions that constitute “connected transactions” under Hong Kong law will not be subject to

the “Limitation on Transactions with Shareholders and Affiliates” covenant

Our shares are listed on the HKSE and we are required to comply with the Listing Rules, which provide,

among other things, that any transaction between a listed company or any of its subsidiaries, on the one hand,

and a “connected person” of such listed company, on the other hand, is a “connected transaction” that, if the

value of such transaction exceeds the applicable de minimis thresholds, will require the prior approval of the

independent shareholders of such listed company. The definition of “connected person” to a listed company

includes, among others, any 10% or more shareholder of (i) such listed company or (ii) any subsidiary of such

listed company. The concept of “connected person” also captures “associates,” which include, among others, (a)

any subsidiary of such “connected person,” (b) any holding company of such “connected person” and any

subsidiary of such holding company, and (c) any company in which such entity or entities mentioned in (a) and

(b) above taken together has/have the power to exercise control, directly or indirectly, of 30% or more of the

voting power of such company.

The “Limitation on Transactions with Shareholders and Affiliates” covenant in the Notes only applies to

transactions between the Company or any Restricted Subsidiary, on the one hand, and (x) any holder (or any

Affiliate of such holder) of 5% or more of the shares of the Company or (y) any Affiliate of the Company, on the

other hand. As such, transactions between the Company or any Restricted Subsidiary, on the one hand, and an

Affiliate of any Restricted Subsidiary, on the other hand, will not be captured by such covenant, even though

they may be connected transactions under the Listing Rules and may be subject to the independent shareholders’

requirement under the Listing Rules. As a result, we are not required by the terms of the Notes to ensure that any

such transactions on terms that are fair and reasonable, and we will not need to deliver officers’ certificates or

procure the delivery of fairness opinions of accounting, appraisal or investment banking firms to the Trustee for

any such transactions.

The liquidity and price of the Notes following the offering may be volatile

The price and trading volume of the Notes may be highly volatile. Factors such as variations in our

revenues, earnings and cash flows and proposals for new investments, strategic alliances and/or acquisitions,

interest rates and fluctuations in prices for comparable companies, government regulations and changes thereof

applicable to our industry and general economic conditions nationally or internationally could cause the price of

the Notes to change. Any such developments may result in large and sudden changes in the volume and price at

which the Notes will trade. We cannot assure you that these developments will not occur in the future.

The Notes will initially be held in book-entry form, and therefore you must rely on the procedures of the

relevant clearing systems to exercise any rights and remedies

The Notes will initially only be issued in global form and held through Euroclear and Clearstream.

Interests in the Notes represented by the Global Notes will trade in book-entry form only, and Notes in definitive

registered form, or definitive registered notes, will be issued in exchange for book-entry interests only in very

limited circumstances. Owners of book entry interests will not be considered owners or holders of the Notes. The

nominee of the common depositary for Euroclear and Clearstream will be the sole registered holder of the Global

Notes representing the Notes. Payments of principal, interest and other amounts owing on or in respect of the

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Global Notes representing the Notes will be made to the Paying Agent, which will make payments to Euroclear

and Clearstream. Thereafter, these payments will be credited to accounts of participants that hold book-entry

interests in the Global Notes representing the Notes and credited by such participants to indirect participants.

After payment to the nominee of the common depositary for Euroclear and Clearstream, we will have no

responsibility or liability for the payment of interest, principal or other amounts to the owners of book-entry

interests. Accordingly, if you own a book-entry interest, you must rely on the procedures of Euroclear and

Clearstream or, if you are not a participant in Euroclear and Clearstream, on the procedures of the participant

through which you own your interest, to exercise any rights and obligations of Noteholder under the Indenture.

Unlike the holders of the Notes themselves, owners of book-entry interests will not have the direct right

to act upon our solicitations for consents, requests for waivers or other actions from Noteholders. Instead, if you

own a book-entry interest, you will be permitted to act only to the extent you have received appropriate proxies

to do so from Euroclear and Clearstream. The procedures implemented for the granting of such proxies may not

be sufficient to enable you to vote on a timely basis. Similarly, upon the occurrence of an Event of Default under

the Indenture, unless and until definitive registered notes are issued in respect of all book-entry interests, if you

own a book-entry interest, you will be restricted to acting through Euroclear and Clearstream. The procedures to

be implemented through Euroclear and Clearstream may not be adequate to ensure the timely exercise of rights

under the Notes.

Certain facts and statistics are derived from publications not independently verified by us, the Dealer

Managers or our or their respective advisors

Facts and statistics in this information memorandum relating to China’s economy and the real estate

industry are derived from publicly available sources. While we have taken reasonable care to ensure that the

facts and statistics presented are accurately reproduced from such sources, they have not been independently

verified by us, the Dealer Managers or our or their respective advisors and, therefore, we make no representation

as to the accuracy of such facts and statistics, which may not be consistent with other information compiled

within or outside China. Due to possibly flawed or ineffective calculation and collection methods and other

problems, the facts and statistics herein may be inaccurate or may not be comparable to facts and statistics

produced for other economies and should not be unduly relied upon. Furthermore, we cannot assure you that

they are stated or compiled on the same basis or with the same degree of accuracy as may be the case elsewhere.

There may be less publicly available information about us than is available in certain other jurisdictions

We are a company listed on the HKSE. There may be less publicly available information about

companies listed in Hong Kong than is regularly made available by public companies in certain other countries.

In addition, our financial statements are prepared and presented in accordance with IFRSs, which differs in

certain significant respects from generally accepted accounting principles or other accounting standards in other

jurisdictions, which might be material to the financial information contained in this information memorandum.

We have not prepared a reconciliation of our consolidated financial statements and related footnotes between

IFRSs and generally accepted accounting principles or other accounting standards in other jurisdictions. In

making an investment decision, you must rely upon your own examination of us, the terms of this offering and

our financial information. You should consult your own professional advisors for an understanding of the

differences between IFRSs and generally accepted accounting principles and other accounting standards in other

jurisdictions and how those differences might affect the financial information contained in this information

memorandum.

We will follow the applicable disclosure standards for debt securities listed on the SGX-ST, which

standards may be different from those applicable to companies in certain other jurisdictions

We will be subject to reporting obligations in respect of the Notes to be listed on the SGX-ST. The

disclosure standards imposed by the SGX-ST may be different from those imposed by securities exchanges in

other jurisdictions such as the United States. As a result, the level of information that is available may not

correspond to what investors in the Notes are accustomed to.

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Risks Relating to the Subsidiary Guarantees, the JV Subsidiary Guarantees and the Collateral

Our initial Subsidiary Guarantors do not currently have significant operations

We conduct substantially all of our business operations through our PRC subsidiaries, but none of our

current PRC subsidiaries will provide a Subsidiary Guarantee or a JV Subsidiary Guarantee either upon issuance

of the Notes or at any time thereafter. No future subsidiaries that are organized under the laws of the PRC will

provide a Subsidiary Guarantee or a JV Subsidiary Guarantee at any time in the future. Moreover, under the

terms of the Indenture, subject to certain conditions, the Company may designate any future Offshore Restricted

Subsidiary as an Offshore Non-Guarantor Subsidiary which would allow such Offshore Restricted Subsidiary

not to provide a Subsidiary Guarantee or JV Subsidiary Guarantee. Under the terms of the Indenture, Subsidiary

Guarantors and JV Subsidiary Guarantors (if any) may be able to release their Subsidiary Guarantees subject to

certain conditions. As a result, the Notes will be effectively subordinated to all the debt and other obligations,

including contingent obligations and trade payables, of the Non-Guarantor Subsidiaries and other subsidiaries

which are released from their Subsidiary Guarantees or JV Subsidiary Guarantees. Moreover, the Collateral will

not include the capital stock of our existing or future Non-Guarantor Subsidiaries, including the PRC

subsidiaries.

The initial Subsidiary Guarantors that will guarantee the Notes do not have significant operations. We

cannot assure you that the initial Subsidiary Guarantors or any subsidiaries that may become Subsidiary

Guarantors or JV Subsidiary Guarantors in the future will have the funds necessary to satisfy our financial

obligations under the Notes if we are unable to do so. In addition, under the Intercreditor Agreement (as defined

in “Description of the Notes”), the Notes, the 2022 USD Notes and the 2023 USD Notes rank and shall rank pari

passu with each other.

Security over the Collateral are not be granted directly to the holders of the Notes, and the Collateral will

generally be shared with creditors under certain other financings

Security over the Collateral for the obligations of the Company under the Notes and the Indenture are not

granted directly to the holders of the Notes but are granted only in favor of the Global Security Agent on behalf

of the Trustee. As a consequence, holders of the Notes do not have direct security and are not entitled to take

enforcement action in respect of the security for the Notes, except through the Global Security Agent, which has

agreed to apply any proceeds of enforcement on such security toward such obligations.

The Indenture also permits us to enter into certain future financings, and creditors under those future

financings may share the Collateral pari passu with the holders of the Notes. See “Description of the Notes —

Security — Permitted Pari Passu Secured Indebtedness” for a further discussion of the sharing of the Collateral

with future financings. If creditors under future financings opt to share the Collateral under the Intercreditor

Agreement, a smaller portion of the proceeds from the Collateral will be available to satisfy the claims of the

holders of the Notes, which could have a material adverse effect on their ability to recover sufficient proceeds to

satisfy their claims under the Notes.

The Subsidiary Guarantees or JV Subsidiary Guarantees (if any) may be challenged under applicable

insolvency or fraudulent transfer laws, which could impair the enforceability of the Subsidiary

Guarantees or JV Subsidiary Guarantees

Under bankruptcy laws, fraudulent transfer laws, insolvency or unfair preference or similar laws in the

British Virgin Islands, Hong Kong and other jurisdictions where future Subsidiary Guarantors or JV Subsidiary

Guarantors may be established, a guarantee could be voided, or claims in respect of a guarantee could be

subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the

indebtedness evidenced by, or when it gives, its guarantee:

for Subsidiary Guarantors incorporated in BVI:

(i) incurred the debt with the intent to defraud creditors (whenever the transaction took place, and

irrespective of insolvency);

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(ii) put the beneficiary of the guarantee in a position which, in the event of the guarantor’s

insolvency, would be better than the position the beneficiary would have been in had the

guarantee not been given;

(iii) received no consideration, or received consideration in money or money’s worth that is

significantly less than the consideration supplied by the guarantor;

(iv) in the case of (ii) and (iii), a guarantee will be only be voidable if it was entered into at a time

when the guarantor was insolvent, or if it became insolvent as a consequence of doing so.

Insolvent in this context under BVI law means that the guarantor is unable to pay its debts as

they fall due and the value of its liabilities exceeds its assets. Additionally, a guarantee will

only be voidable if is given within the six month period preceding the commencement of

liquidation, or, if the guarantor and beneficiary are connected entities, two years.

for Subsidiary Guarantors incorporated in other jurisdictions:

(i) incurred the debt with the intent to hinder, delay or defraud creditors or was influenced by a

desire to put the beneficiary of the guarantee in a position which, in the event of the

guarantor’s insolvency, would be better than the position the beneficiary would have been in

had the guarantee not been given;

(ii) received less than reasonably equivalent value or fair consideration for the incurrence of such

guarantee;

(iii) was insolvent or rendered insolvent by reason of such incurrence;

(iv) was engaged in a business or transaction for which the guarantor’s remaining assets constituted

unreasonably small capital; or

(v) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as

they mature.

The measure of insolvency for purposes of the foregoing will vary depending on the laws of the

jurisdiction which are being applied. Generally, however, a guarantor would be considered insolvent at a

particular time if it were unable to pay its debts as they fell due or if the sum of its debts was then greater than all

of its property at a fair valuation or if the present fair saleable value of its assets was then less than the amount

that would be required to pay its probable liabilities in respect of its existing debt as it became absolute and

matured.

In addition, a guarantee may be subject to review under applicable insolvency or fraudulent transfer laws

in certain jurisdictions or subject to a lawsuit by or on behalf of creditors of the guarantors. In such case, the

analysis set forth above would generally apply, except that the guarantee could also be subject to the claim that,

since the guarantee was not incurred for the benefit of the guarantor, the obligations of the guarantor thereunder

were incurred for less than reasonably equivalent value or fair consideration, and, as a result, such guarantee

would be rendered void.

In an attempt to limit the applicability of insolvency and fraudulent transfer laws in certain jurisdictions,

the obligations of the Subsidiary Guarantors or JV Subsidiary Guarantors (if any) under the Subsidiary

Guarantees or JV Subsidiary Guarantees (as the case may be) will be limited to the maximum amount that can be

guaranteed by the applicable Subsidiary Guarantor or JV Subsidiary Guarantors (if any) without rendering the

guarantee, as it relates to such Subsidiary Guarantor or JV Subsidiary Guarantors (if any), voidable under such

applicable insolvency or fraudulent transfer laws.

If a court voided a Subsidiary Guarantee or a JV Subsidiary Guarantee (as the case may be), subordinated

such guarantee to other indebtedness of the Subsidiary Guarantor or JV Subsidiary Guarantor, or held the

Subsidiary Guarantee or JV Subsidiary Guarantee (as the case may be) unenforceable for any other reason,

holders of the Notes would cease to have a claim against that Subsidiary Guarantor or JV Subsidiary Guarantor

based upon such guarantee, would be subject to the prior payment of all liabilities (including trade payables) of

such Subsidiary Guarantor or JV Subsidiary Guarantor, and would solely be creditors of us and any Subsidiary

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HOK-#638260652-v10

Guarantor or JV Subsidiary Guarantor whose guarantee was not voided or held unenforceable. We cannot assure

you that, in such an event, after providing for all prior claims, there would be sufficient assets to satisfy the

claims of the holders of the Notes.

The pledge of certain Collateral may in some circumstances be voidable

The pledge of the Collateral may be voidable as a preference under insolvency or fraudulent transfer or

similar laws of Hong Kong, the Cayman Islands and the British Virgin Islands at any time within six months of

the perfection of the pledge or, under some circumstances, within a longer period. Pledges of capital stock of

future Subsidiary Guarantors and JV Subsidiary Guarantors (if any) may also be voidable as a preference under

relevant insolvency or fraudulent transfer or similar laws. In addition, the pledge of certain Collateral may be

voided based on the analysis set forth under “— The Subsidiary Guarantees or JV Subsidiary Guarantees (if any)

may be challenged under applicable insolvency or fraudulent transfer laws, which could impair the enforceability

of the Subsidiary Guarantees or JV Subsidiary Guarantees.” If the pledges of the Collateral were to be voided for

any reason, holders of the Notes would have only an unsecured claim against us.

The value of the Collateral will likely not be sufficient to satisfy our obligations under the Notes and other

pari passu secured indebtedness

The initial Collateral consists only of the share capital of the initial Subsidiary Guarantors. The Collateral

will be shared on a pari passu and pro rata basis by the Noteholders, the holders of the 2022 USD Notes, the

holders of the 2023 USD Notes and any other creditors with respect to any future Permitted Pari Passu Secured

Indebtedness (as defined in “Description of the Notes”). Accordingly, in the event of a default on the Notes or

the other secured indebtedness and a foreclosure on the Collateral, any foreclosure proceeds would be shared by

the holders of secured indebtedness in proportion to the outstanding amounts of each class of such secured

indebtedness. As such, the value of the Collateral securing the Notes and the Subsidiary Guarantees of the

Subsidiary Guarantor Pledgors may not be sufficient to satisfy the obligations of the Company and each of the

Subsidiary Guarantor Pledgors under the Notes and the Subsidiary Guarantees of the Subsidiary Guarantor

Pledgors, and the Collateral securing the Notes and such Subsidiary Guarantees, may be reduced or diluted under

certain circumstances, including the issuance of Notes or additional Permitted Pari Passu Secured Indebtedness

and the disposition of assets comprising the Collateral, provided that any such circumstance that results in the

reduction or dilution of the Collateral is permitted under the terms of the Indenture.

Also, the security interest in respect of certain Collateral may be released upon the disposition of such

Collateral and any proceeds from such disposition may be applied, prior to repaying any amounts due under the

Notes, other pari passu secured indebtedness to repay other debt or to make investments in properties and assets

that will not be charged as additional Collateral.

In addition, the ability of the Trustee, on behalf of the holders of the Notes, to foreclose on the Collateral

upon the occurrence of an Event of Default or otherwise, will be subject in certain instances to perfection and

priority issues. Although procedures will be undertaken to support the validity and enforceability of the security

interests, we cannot assure you that the Trustee or holders of the Notes will be able to enforce the security

interest.

Furthermore, the value of the Collateral in the event of a liquidation will depend upon market and

economic conditions, the availability of buyers and similar factors. No independent appraisals of any of the

Collateral have been prepared by or on behalf of us in connection with this offering of the Notes. Accordingly,

we cannot assure you that the proceeds of any sale of the Collateral following an acceleration of the Notes would

be sufficient to satisfy, or would not be substantially less than, amounts due and payable on the Notes and any

Permitted Pari Passu Secured Indebtedness. By their nature, some or all of the Collateral, in particular, the

capital stock of the existing or any future Subsidiary Guarantor, may be illiquid and may have no readily

ascertainable market value. Likewise, we cannot assure you that the Collateral will be saleable or, if saleable,

that there will not be substantial delays in its liquidation.

The pledge of certain Collateral may be released under certain circumstances

In the event the conditions applicable to the replacement of a Subsidiary Guarantee with a JV Subsidiary

Guarantee are satisfied, we are permitted to release the pledge of the shares granted by such Subsidiary

Guarantor, as well as the pledge of the shares granted by the subsidiaries of such Subsidiary Guarantor. We are

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HOK-#638260652-v10

only required to deliver a replacement share pledge for the shares that we continue to hold in such JV Subsidiary

Guarantor (but not the subsidiaries of such JV Subsidiary Guarantor) following the sale of the equity interests in

such Subsidiary Guarantor. As a result, in the event we sell minority equity interests in our Subsidiary

Guarantors or otherwise create JV Subsidiary Guarantors in accordance with the terms of the Indenture

governing the Notes, the Collateral will be reduced in value and scope, and holders of the Notes would be

subject to increased risks.

The Intercreditor Agreement may limit the rights of the holders of the Notes to enforce the Collateral

The ability of holders of the Notes to enforce the Collateral is restricted under the Intercreditor

Agreement, as only the Global Security Agent is permitted to take enforcement actions. If an event of default

occurs under the Notes, the holders of the Notes holding 25% of the outstanding amount of the Notes and

holders (or their representative or agent) of any Permitted Pari Passu Secured Indebtedness must decide whether

to take any enforcement action and, thereafter, may instruct the Collateral Agent to take such enforcement

action. The Global Security Agent will only enforce the Collateral in accordance with a written instruction by

representatives of the holders of any Permitted Pari Passu Secured Indebtedness if it does not receive any

conflicting instruction.

Enforcement actions may be taken in respect of the Collateral that may be adverse to you. In the event

that there is any disagreement or conflict among instructions from the holders (or their trustees, representatives

or agents) of any Permitted Pari Passu Secured Indebtedness, the instruction from holders of more than 75% of

the outstanding principal amount of indebtedness secured by the Collateral will prevail or if no such instruction

is given to the Global Security Agent, the Global Security Agent may in its discretion refuse to take any action,

either of which may be inconsistent with the instruction from the Trustee or in your interest. In such event, the

only remedy available to holders of the Notes would be to sue for payment on the Notes, the Subsidiary

Guarantees and the Collateral. For a description on the Intercreditor Agreement, see “Description of the Notes —

Security — Enforcement of Security.”

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[RESERVED.]

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EXCHANGE RATE INFORMATION

PRC

The PBOC sets and publishes daily a base exchange rate with reference primarily to the supply and

demand of Renminbi against a basket of currencies in the market during the prior day. The PBOC also takes into

account other factors, such as the general conditions existing in the international foreign exchange markets.

Since 1994, the conversion of Renminbi into foreign currencies, including Hong Kong dollars and U.S. dollars,

has been based on rates set by the PBOC, which are set daily based on the previous day’s interbank foreign

exchange market rates and current exchange rates in the world financial markets. Conversion of Renminbi into

foreign exchange for capital account items, such as foreign direct investment, loans or securities, requires the

approval of the SAFE and other relevant authorities. On July 21, 2005, the PRC government introduced a

managed floating exchange rate system to allow the value of the Renminbi to fluctuate within a regulated band

based on market supply and demand and by reference to a basket of currencies. On May 18, 2007, the PBOC

enlarged the floating band for the trading prices in the inter-bank foreign exchange market of the Renminbi

against the U.S. dollar from 0.3% to 0.5% around the central parity rate, effective on May 21, 2007. This allows

the Renminbi to fluctuate against the U.S. dollar by up to 0.5% above or below the central parity rate published

by the PBOC. In June 2010, the PBOC announced that it intended to further reform the Renminbi exchange rate

regime by allowing greater flexibility in the Renminbi exchange rate, and on April 16, 2012 the band was further

expanded to 1.0% and to 2.0% on March 17, 2014. The PBOC announces the closing price of a foreign currency

traded against the Renminbi in the inter-bank foreign exchange market after the closing of the market on each

working day, and makes it the central parity for the trading against the Renminbi on the following working day.

On August 11, 2015, the PBOC announced plans to improve the central parity rate of the Renminbi against the

U.S. dollar by authorizing market-makers to provide parity to the China Foreign Exchange Trading Center

operated by the PBOC with reference to the interbank foreign exchange market closing rate of the previous day,

the supply and demand for foreign currencies as well as changes in exchange rates of major international

currencies. On the same day, the central parity rate of the Renminbi against the U.S. dollar depreciated by nearly

2.0% as compared to August 10, 2015, and further depreciated by nearly 1.6% on August 12, 2015 as compared

to August 11, 2015. The International Monetary Fund announced on September 30, 2016 that the Renminbi joins

its Special Drawing Rights currency basket. Such change and additional future changes may increase the

volatility in the trading value of the Renminbi against foreign currencies.

The following table sets forth the exchange rate as set forth in the H.10 statistical release of the Federal

Reserve Board for and as of the period ends as indicated:

Noon buying rate Period end Average(1) High Low

(RMB per US$1.00)

2016............................................................................. 6.9430 6.6549 6.9580 6.4480

2017............................................................................. 6.5063 6.7350 6.9575 6.4773

2018............................................................................. 6.8755 6.6292 6.9737 6.2649

2019............................................................................. 6.9618 6.9014 7.1786 6.6822

2020............................................................................. 6.5250 6.8878 7.1681 6.5208

November ................................................................. 6.5760 6.6029 6.6899 6.5556

December ................................................................. 6.5250 6.5393 6.5705 6.5208

2021.............................................................................

January ..................................................................... 6.4282 6.4672 6.4822 6.4282

February ................................................................... 6.4730 6.4601 6.4869 6.4344

March ....................................................................... 6.5518 6.5109 6.5716 6.4648

April ......................................................................... 6.4749 6.5186 6.5649 6.4710

_______________

Note:

(1) Determined by averaging the rates on the last business day of each month during the relevant year or six-month period, except

for monthly average rates, which are determined by averaging the daily rates during the respective months.

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Hong Kong

The H.K. dollar is freely convertible into the U.S. dollar. Since 1983, the H.K. dollar has been linked to

the U.S. dollar at the rate of HK$7.80 to US$1.00. The Basic Law of the Hong Kong Special Administrative

Region of the People’s Republic of China (the “Basic Law”), which came into effect on July 1, 1997, provides

that no foreign exchange control policies shall be applied in Hong Kong.

The market exchange rate of the H.K. dollar against the U.S. dollar continues to be determined by the

forces of supply and demand in the foreign exchange market. However, against the background of the fixed rate

system which applies to the issuance and withdrawal of Hong Kong currency in circulation, the market exchange

rate has not deviated significantly from the level of HK$7.80 to US$1.00. The Hong Kong government has

indicated its intention to maintain the link at that rate. Under the Basic Law, the H.K. dollar will continue to

circulate and remain freely convertible. The Hong Kong government has also stated that it has no intention of

imposing exchange controls in Hong Kong and that the H.K. dollar will remain freely convertible into other

currencies, including the U.S. dollar. However, we cannot assure you that the Hong Kong government will

maintain the link at HK$7.80 to US$1.00, or at any exchange rate.

The following table sets forth the exchange rate as set forth in the H.10 statistical release of the Federal

Reserve Board for and as of the period ends as indicated:

Noon buying rate Period end Average(1) High Low

(HK$ per US$1.00)

2016............................................................................. 7.7534 7.7618 7.8270 7.7505

2017............................................................................. 7.8128 7.7950 7.8267 7.7540

2018............................................................................. 7.8305 7.8376 7.8499 7.8043

2019.............................................................................

....................................................................................

7.7894 7.8335 7.8499 7.7850

2020.............................................................................

................................................................................. 7.7534 7.7562 7.7951 7.7498

November ................................................................. 7.7522 7.7526 7.7552 7.7505

December ................................................................. 7.7534 7.7519 7.7539 7.7505

2021.............................................................................

January ..................................................................... 7.7531 7.7533 7.7555 7.7517

February ................................................................... 7.7567 7.7529 7.7567 7.7515

March ....................................................................... 7.7746 7.7651 7.7746 7.7562

April ......................................................................... 7.7664 7.7691 7.7849 7.7596

_______________

Note:

(1) Determined by averaging the rates on the last business day of each month during the relevant year or six -month period, except

for monthly average rates, which are determined by averaging the daily rates during the respective months.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following table presents our selected financial data. The selected consolidated financial data as of

and for the years ended December 31, 2018, 2019 and 2020 have been derived from our audited consolidated

financial statements as of and for the years ended December 31, 2019 and 2020 included elsewhere in this


Our financial statements have been prepared and presented in accordance with IFRSs. The summary

financial data below should be read in conjunction with the section entitled “Management’s Discussion and

Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the

notes thereto included elsewhere in this information memorandum.

Selected Consolidated Statement of Profit or Loss and Other Comprehensive Income and Other Financial

Data


2018 2019 2020

RMB’000 RMB’000 RMB’000

Revenue.................................................... 1,446,354 1,605,448 1,389,119

Cost of sales .............................................. (684,654) (1,074,088) (1,155,977)

Gross profit ............................................. 761,700 531,360 233,142

Changes in fair value of investment

properties .............................. 465,863 171,958 91,971

Other income, expenses, gains and losses . (127,870) 66,069 318,124

Selling and marketing expenses (49,051) (66,068) (81,415)

Administrative expenses ........................... (183,363) (175,291) (155,686)

Finance costs ............................................. (178,918) (186,273) (233,545)

Share of profits/(losses) of associates ....... 3,668 105,050 (46,930)

Share of profits of joint ventures ............... 101,962 6,070 1,105

Profit before taxation .............................. 793,991 452,875 126,766

Income tax ................................................ (451,735) (200,347) (76,521)

Profit for the year attributable to owners

of the Company

342,256 252,528 50,245

Other comprehensive income ................. 299 14,635 1,149

Total comprehensive income for the year 342,555 267,163 51,394

Other financial data (unaudited):

Net debt to equity ratio(1) .......................... 105.4% 96.8% 95.6%

_______________

Note:

(1) Net debt to equity ratio is calculated by dividing total borrowings (which equals the sum of bank loans, senior notes and bon ds),

net of cash and cash equivalents and structured and restricted bank deposits, by total equity as of the end date of the relev ant

period, expressed as a percentage.

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Selected Consolidated Statement of Financial Position Data

As of December 31,

2018 2019 2020

RMB’000 RMB’000 RMB’000

Non-current assets

Property, plant and equipment ................................ 564,462 260,699 266,713

Investment properties ............................................. 5,708,069 6,258,897 6,628,565

Goodwill ................................................................. 31,116 – –

Interests in associates ............................................. 345,949 468,999 204,233

Interests in joint ventures ........................................ 413,161 419,231 413,064


Restricted bank deposits ......................................... 70,000 170,000 181,011

Deferred tax assets .................................................. 120,585 154,324 143,629

Total non-current assets ....................................... 7,436,255 7,953,817 8,126,744 Current assets Properties under development for sale .................... 4,516,490 5,157,894 5,254,447

Completed properties for sale ................................. 678,099 1,145,750 1,903,760

Contract assets ........................................................ 1,793 6,473 15,205

Trade and other receivables .................................... 249,375 348,773 534,943

Amount due from a joint venture and an associate .. 15,106 – –

Land appreciation tax and income tax prepaid ........ 18,405 28,075 51,929


Structured bank deposits ......................................... 146,000 – – Restricted bank deposits ......................................... 205,858 604,359 383,182

Cash and cash equivalents ...................................... 576,051 979,208 849,120

Total current assets .............................................. 6,478,260 8,276,057 9,032,552 Current liabilities Trade and other payables ........................................ 1,138,093 1,808,858 2,175,139

Contract liabilities .................................................. 491,612 971,179 1,881,711


Lease liabilities ....................................................... – 43,298 45,862

Amount due to a joint venture and an associate ...... 311,905 – –

Bank loans .............................................................. 1,569,118 2,393,017 1,831,855

Current taxation ...................................................... 594,122 683,578 556,871

Senior notes ............................................................ 1,972,944 185,149 1,221,429

Bonds ..................................................................... – – –

Total current liabilities ......................................... 5,798,251 6,116,421 7,744,973 Non-current liabilities Lease liabilities ....................................................... – 249,169 215,188

Bank loans .............................................................. 960,145 1,348,776 979,651

Deferred tax liabilities ............................................ 1,178,972 1,180,961 1,200,435


Senior notes ............................................................ 1,353,795 2,501,362 2,083,456

Total non-current liabilities ................................. 3,507,960 5,282,817 4,494,377 Total equity ........................................................... 4,608,304 4,830,636 4,919,946

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the section entitled “Selected Consolidated

Financial and Other Data” and our consolidated financial statements and the notes thereto included elsewhere

in this information memorandum. Our consolidated financial statements were prepared in accordance with

IFRSs. In this section of this information memorandum, references to “2018,” “2019” and “2020”refer to our

financial years ended December 31, 2018, 2019 and 2020, respectively.

Overview



connected or in close proximity to metro stations or other transportation hubs. In 2018, we expanded our

presence in the overseas market with our first commercial property development project in Hong Kong.







Hotel in Nanjing, and one hotel under development or renovation, which is located in a prime location in

Nanjing and expected to start operation in 2021.


GFA of approximately 1,825,912 sq.m., including (i) approximately 115,246 sq.m. of completed but unsold

properties, (ii) approximately 12,842 sq.m. of own used properties, (iii) approximately 189,204 sq.m. of

completed investment properties, (iv) approximately 788,195 sq.m. of properties under development and (v)

approximately 720,425 sq.m. of properties developed by our joint ventures and associates, while the total GFA

of properties in respect of which we have entered into and leasing operating contracts to manage was around

128,150 sq.m.











Recent Developments





indebtedness.




52

HOK-#638260652-v10














order to contain the spread of the COVID-19 outbreak. In particular, our business, especially property leasing

and hotel operation, during the first half of 2020 was significantly affected by the outbreak. However, the PRC






sales and attributable contracted sales of RMB4,081.0 million and RMB3,234.4 million, respectively, which

were 17.2% and 25.7% higher than the corresponding results in 2019.






Key Factors Affecting Our Results of Operations

Our business, prospects, financial condition and results of operations have been, and we expect will

continue to be, affected by a number of factors, including but not limited to those described below.

Selling prices of our properties as affected by economic growth, urbanization and demand for properties

in China, and in particular Jiangsu and Hunan provinces

Economic growth, increasing urbanization and rising standards of living have been the main driving

forces behind the growth of market demand for commercial and residential properties in China. Overall

economic conditions and demand for properties in China, and in particular Jiangsu and Hunan provinces, where

we currently have all of our property development operations, have had, and will continue to have, a significant

impact on our business, financial condition and results of operations. Because we primarily target fast-growing

second- and third-tier cities, and more specifically businesses and individual property buyers and tenants in such

cities, we believe that increasing urbanization and overall economic growth in China are especially important to

our operations. Any economic downturn in China generally or, in particular, in the cities where we operate,

could adversely affect our business, prospects, financial condition and results of operations.

Regulatory measures in the real estate industry in China

PRC governmental policies and measures on property development and related industries have a direct

impact on our business and results of operations. From time to time, the PRC government adjusts its

macroeconomic control policies to encourage or restrict development in the private property sector through

regulating, among others, land supply, foreign exchange, pre-sale of properties, land usage, plot ratio, bank

financing, taxation, and foreign investment. In recent years, the PRC economy has experienced a slower GDP

growth rate and the PRC government introduced measures to reduce the housing inventory and promote rational

53

HOK-#638260652-v10

consumption, along with easing monetary policies in an effort to reboot its economy. These measures have led to

positive development in the residential property market. The regulatory policies affecting the real estate industry,

including tax policies, land grant policies, pre-sale policies, interest rate policies, consumer credit and mortgage

financing policies and other macroeconomic policies will continue to have a significant impact on demand for

our properties, and thus our business, financial condition and results of operations. See “Regulations” for details

on the relevant PRC regulations.

Property mix

We derive our revenue from (i) the sale of our commercial and residential properties; (ii) the rental of

commercial properties, including the leasing and operational management of metro station shopping malls

pursuant to operating contracts we have entered into with metro companies; and (iii) hotel operation.

Commercial properties generally command higher average selling prices per square meter, and have higher gross

profit margin (which is calculated by dividing gross profit by revenue) than residential properties. Similarly, our

property leasing business generally has a higher gross profit margin than our property development business. In

addition, we have in the past retained, and will continue in the future to retain a portion of our commercial

properties as investment properties upon completion to ensure long-term financial strength. Investment

properties and our property leasing business generate steady recurring income while sale of properties produces

relatively larger influx of revenue. A higher proportion of completed properties retained as investment properties

may lower our revenues and cash inflows in the short-term due to the loss of cash inflows and revenues

generated during pre-sales and upon delivery. Accordingly, our business, financial condition, results of

operations and cash flows generated from our operations may vary significantly from period to period depending

on the type of properties we sell, the proportion of completed commercial properties we retain as investment

properties and the amount of property we manage pursuant to operating contracts.

For the years ended December 31, 2018, 2019 and 2020, our overall gross profit margin was 52.7%,

33.1% and 16.8%, respectively.

Project development schedules

The number and GFA of properties that we can develop or complete during any particular period is

limited due to the substantial capital and management resources required for land acquisition and project

development. Our cash flows and revenues are affected by project development schedules due to the time lag

between commencement of a project, pre-sales and completion and delivery of the properties. In addition,

project development schedules depend on a number of factors, including the performance and efficiency of our

independent contractors and our ability to finance construction with bank borrowings and pre-sales. Any delay in

construction and obtaining relevant government licenses and approvals and other factors could materially and

adversely affect our project development schedules. In addition, as market demand fluctuates, revenues in a

particular period may also depend on our ability to gauge the expected market demand at the expected launch

time for completion and delivery of a particular project. As a result of these factors, our business, financial

condition and results of operations have fluctuated in the past and may continue to fluctuate in the future.

Land acquisition costs and availability of land suitable for development

Our growth depends on our ability to secure quality land at prices that can yield reasonable returns. With

the maturing of the PRC property market, competition among developers to acquire land suitable for commercial

and residential property development has intensified. Undeveloped land in China’s major cities is becoming

increasingly scarce. In addition, the statutory public tender, auction and listing-for-sale process in respect of the

grant of state-owned land use rights may further increase competition for land suitable for development. As a

result, our land acquisition costs may continue to increase in the future. We have been actively identifying

potential land for acquisition and will continue to do so in the future in order to maintain sufficient land bank for

future development.

Fair value adjustments of investment properties

The fair value of our investment properties amounted to RMB5,708.1 million, RMB6,258.9 million and

RMB6,628.6 million as of December 31, 2018, 2019 and 2020, respectively. For the years ended December 31,

2018, 2019 and 2020, we recorded a fair value gain on our investment properties of RMB465.9 million,

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HOK-#638260652-v10

RMB172.0 million and RMB92.0 million, which accounted for 58.7%, 38.0% and 72.6% of our profit before

taxation for the same years, respectively.

Our investment properties primarily include shopping mall units and related business properties held for

rental income and long-term financial strength. Our investment properties are stated at their fair value on our

consolidated statements of financial position as non-current assets at the end of each reporting period on the

basis of valuations by an independent property valuer. With respect to properties newly classified as investment

properties, the change in fair value of a new investment property is calculated as the difference between the

property’s fair market value and its construction costs. Gains or losses arising from changes in the fair value of

our investment properties are accounted for as gains or losses upon revaluation in our consolidated statements of

profit or loss and other comprehensive income, which may have a substantial effect on our profits. The property

valuation involves the exercise of professional judgment and requires the use of certain bases and assumptions.

The fair value of our investment properties, as so determined at a particular date, may have been higher or lower

if the valuer used a different set of bases or assumptions or if the valuation was conducted by another qualified

independent professional valuer using a different set of bases and assumptions. In addition, upward revaluation

adjustments reflect unrealized capital gains on our investment properties as of the relevant balance sheet dates

and do not generate any cash inflow available for our operations or financial obligations. The amounts of fair

value adjustments have been, and may continue to be, significantly affected by the prevailing property market

conditions in China and may increase or decrease. We cannot assure you that similar levels of fair value gains

can be sustained in the future.

Fluctuations in development costs

Our results of operations are affected by our project development costs, a significant part of which are

comprised of our contractual payments to our construction contractors. Our payments to our contractors mainly

consist of construction material costs and labor costs. Any rising construction material costs will impact our cost

of sales and overall project development costs. In addition, as we pre-sell some of our properties prior to their

completion, we will be unable to pass any increased costs with respect to such properties to our customers if

construction costs increase subsequent to the time of such pre-sale. We expect that our development costs will

continue to be influenced by fluctuations in the cost of construction materials, and to a lesser extent by the recent

rise in labor costs.

Access to and cost of financing

Bank loans have been an important source of funding for our property development. As of December 31,

2018, 2019 and 2020, our bank loans amounted to RMB2,529.3 million, RMB3,741.8 million and RMB2,811.5

million, respectively. For the years ended December 31, 2018, 2019 and 2020, our interest on bank loans, which

included capitalized interest expenses, amounted to RMB97.3 million, RMB165.2 million and RMB199.0

million, respectively. As commercial banks in China link the interest rates on their bank loans to the benchmark

interest rate set by the PBOC, any increase in such benchmark interest rate will increase the finance costs of our

project developments. If lenders approve loans to us for the construction of specific projects, the relevant

proceeds cannot be applied to the construction of another project and generally may not be renewed.

LAT

Upon recognition of revenues from properties sold, we recognize LAT as an expense. We make

provisions for LAT based on the appreciation of land value, which is calculated based on the sales of properties

less deductible expenditures, including capitalized borrowing costs and certain property development

expenditures. Nonetheless, the implementation and settlement of the LAT varies amongst different tax

jurisdictions in various cities of the PRC. As a result, we have estimated our LAT liabilities based on our

understanding of the requirements under the relevant PRC tax laws and regulations. Our final LAT liabilities are

to be determined by the relevant tax authorities after completion of our property development projects, and could

be different from the amounts that we have initially estimated and recorded, which could impact the income tax

expense and the related income tax provisions in the periods in which such tax is finalized with the relevant tax

authorities. For the years ended December 31, 2018 and 2019, we made LAT provisions of RMB183.8 million

and RMB98.1 million, respectively, and for the year ended December 31, 2020, we reversed the LAT provisions

of RMB21.5 million.

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Critical Accounting Policies

We have prepared our consolidated financial information in accordance with IFRSs. The preparation of

financial information in conformity with IFRSs requires us to make judgments, estimates and assumptions that

affect:

the reported amounts of our assets and liabilities at the end of each reporting period;

the disclosure of our contingent assets and liabilities at the end of each reporting period; and

the reported amounts of revenue and expenses during each reporting period.

We continually evaluate these estimates based on our own historical experience, knowledge and

assessment of current business and other conditions, our expectations regarding the future based on available

information and our best assumptions, which together form our basis for making judgments about matters that

are not readily apparent from other sources. Since the use of estimates is an integral component of the financial

reporting process, our actual results could differ from those estimates and expectations. Some of our accounting

policies require a higher degree of judgment than others in their application.

When reviewing our financial information, you should consider:

our selection of critical accounting policies;

the judgment and other uncertainties affecting the application of such policies; and

the sensitivity of reported results to changes in conditions and assumptions.

We believe the following accounting policies involve the most significant judgment and estimates used in

the preparation of our consolidated financial information.

For further details on the significant accounting policies, judgement and estimates, see the notes to our

reviewed condensed consolidated financial statements for the year ended December 31, 2020 included elsewhere

in this information memorandum.

Application of new and amendments to IFRSs

IFRS 16, Leases

IFRS 16 replaces IAS 17, Leases, and the related interpretations. IFRS 16 introduces a single accounting

model for lessees, which requires a lessee to recognize a right-of-use asset and a lease liability for all leases,

except for leases that have a lease term of 12 months or less and leases of low value assets. The lessor

accounting requirements are brought forward from IAS 17 and remain substantially unchanged.

IFRS 16 defines a lease on the basis of whether a customer controls the use of an identified asset for a

period of time, which may be determined by a defined amount of use. Control is conveyed where the customer

has both the right to direct the use of the identified asset and to obtain substantially all of the economic benefits

from that use.

We have initially applied IFRS 16 as from January 1, 2019. We have elected to use the modified

retrospective approach and have therefore recognized the cumulative effect of initial application as an

adjustment to the opening balance of equity at January 1, 2019. Comparative information has not been restated

and continues to be reported under IAS 17.

We have chosen to apply the new definition of a lease to all contracts on transition to the new standard.

The reclassifications and the adjustments arising from the new leasing rules for lessees are recognized in the

opening balance of the consolidated statement of financial position at January 1, 2019.

On the adoption of IFRS 16, we recognized lease liabilities in relation to leases which had previously

been classified as operating leases under the principles of IAS 17. These liabilities were measured at the present

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value of the remaining lease payment, discounted using the incremental borrowing rate of the lessees at January

1, 2019. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities at January 1,

2019 was 6.4%.

Amendments adopted during the year ended December 31, 2020

Amendments to IFRS 3, Definition of a Business. The adoption of this amendment does not

have a material effect on how our results and financial position for the current or prior periods

have been prepared or presented in this interim financial report.

Amendment to IFRS 16, COVID-19-Related Rent Concessions. We have not applied any new

standard or interpretation that is not yet effective for the current accounting period expect for

the amendments to IFRS 16, COVID-19-related rent concessions, which provides a practical

expedient that allows a lessee to by-pass the need to evaluate whether certain qualifying rent

concessions occurring as a direct consequence of the COVID-19 pandemic (“COVID-19-

related rent concessions”) are lease modifications and, instead, account for those rent

concessions as if they were not lease modifications.

We have elected to early adopt the amendments and apply the practical expedient to all

qualifying COVID-19-related rent concessions granted to us during the year ended December

31, 2020. Consequently, rent concessions received have been accounted for as negative

variable lease payments recognized in profit or loss in the period in which the event or

condition that triggers those payments occurred. There is no impact on the opening balance of

equity at January 1, 2020.

Certain Statement of Profit or Loss and Other Comprehensive Income Items

Revenue

Our revenue for the three years ended December 31, 2020 consisted of revenue derived from (i) the sale

of our developed properties; (ii) rental income from property leasing; and (iii) hotel operation. The following

table sets forth a breakdown of our revenue and the percentage of total revenue for the years indicated:


2018 2019 2020

RMB,000 % RMB,000 % RMB,000 %

Property development ...... 1,188,443 82.2 1,328,197 82.7 1,144,467 82.4

Property leasing ............... 203,913 14.1 209,592 13.1 207,594 14.9

Hotel operation ................ 53,998 3.7 67,659 4.2 37,058 2.7

Total ............................... 1,446,354 100.0 1,605,448 100.0 1,389,119 100.0

Property development

Sale of commercial and residential properties was our main source of revenue in 2018, 2019 and 2020,

accounting for 82.2%, 82.7% and 82.4% of our total revenue for same years, respectively. We recognize revenue

from sale of properties after we have received the relevant proof of examination and acceptance of completion

and the properties have been sold and delivered. The GFA of properties sold and delivered in any given period is

driven primarily by property development schedules and market demand, including market demand of prior

periods during which we pre-sold the properties. The average selling prices are generally affected by overall

market conditions and our product mix for sale, and commercial properties generally command higher average

selling prices than residential properties.

Consistent with industry practice, we typically enter into purchase contracts with customers while the

properties are still under development but after satisfying the conditions for pre-sales in accordance with PRC

laws and regulations. See “Business — Property Development — Sales and Marketing — Presale.” In general,

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there is a time difference between the time we commence pre-sale of properties under development and the

completion of such properties. We do not recognize any revenue from the pre-sale of our properties until such

properties are completed (as evidenced by obtaining the proof of examination and acceptance of completion

from the relevant authorities) and the possession of the properties has been delivered to the purchasers, even

though we receive payments at various stages prior to delivery. Before the delivery of a pre-sold property,

payments received from purchasers are recorded as “Deposits and prepayments received from pre-sale of

properties” under “Current Liabilities” on our consolidated statements of financial position. As our revenue from

sale of properties is recognized upon the delivery of properties, the timing of delivery may affect not only the

amount and growth rate of our property development revenue but may also cause changes in other payables and

accruals to fluctuate from period to period.

Property leasing

During the years ended December 31, 2018, 2019 and 2020, we derived 14.1%, 13.1% and 14.9%,

respectively, of our revenue from our property leasing business. Revenue derived from our property leasing

business mainly consists of leasing business of our properties, sub-leasing business of rented properties and

operational management business, and represents primarily revenue received and receivable from our investment

properties, which has historically been generated primarily from the rental of retail space in our shopping malls,

and recognized on a straight-line basis over the relevant lease period. In addition, we also derive revenue from

leasing and operational management of metro station shopping malls for which we have leasing, operating and

management rights. As of December 31, 2020, we had leasing and operational management contracts of 24

metro station shopping malls with a total leasable GFA of over 128,150 sq.m. As of the same date, the overall

occupancy rate was over 90%. We intend to continue building up our investment property portfolio so as to

maintain a stable return to our shareholders.

Hotel operation

As of December 31, 2020, we had three hotels under operation, namely Nanjing Golden Wheel Atour

Hotel in Nanjing Golden Wheel Hampton by Hilton in Changsha and Golden Wheel Hampton by Hilton in

Yangzhou. The total number of rooms for these hotels is 445 and their average occupancy rate was 80% for the

year ended December 31, 2020. As the COVID-19 pandemic became more contained, such rate rose to 90% for

December 2020. We also had two more hotels under development, which are all located in prime locations in

Nanjing, as of December 31, 2020.

Cost of sales

Our cost of sales was primarily incurred directly from our property development, which includes land

acquisition costs, construction costs, capitalized finance costs and tax expenses.

Land acquisition costs represent costs relating to the acquisition of the rights to occupy, use and develop

land, including land premiums, deed taxes, government surcharges and, for certain urban redevelopment

projects, demolition and resettlement costs. Our land acquisition costs are recognized as part of cost of sales

upon completion and delivery of the relevant properties to purchasers.

Construction costs include all of the costs for the design and construction of a project, including payments

to third-party contractors and designers. Our payments to third-party contractors generally include cost of

construction materials. Historically, construction material costs, particularly the cost of steel and cement, have

been a major cause of fluctuations in our construction costs. Price movements of other construction materials,

including escalators, elevators, interior decoration materials, air conditioning systems and to a lesser extent the

recent rise in labor costs, also impact our construction costs.

We capitalize a significant portion of our finance costs to the extent that such costs are directly

attributable to the acquisition and construction of a project. In general, we capitalize finance costs incurred from

the commencement of the planning and design of a project, which typically precedes the receipt of a construction

works commencement permit, until the completion of construction. For any given project, the finance costs

incurred after completion of the project are not capitalized, but accounted for as finance costs in the period in

which they are incurred.

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Our revenues from sale of properties are subject to a 5% business tax and other levies such as city

development tax and education supplementary tax.

Our cost of sales for our property leasing and operational management primarily includes business tax on

our rental income.

The following table sets forth a breakdown of our cost of sales for the years indicated:


2018 2019 2020

RMB’000 % RMB’000 % RMB’000 %

Property development

Land acquisition costs...................... 198,777 29.0 451,532 42.0 415,442 35.9

Construction costs ........................... 318,023 46.5 413,092 38.5 540,546 46.8

Capitalized finance costs ................. 74,033 10.8 137,981 12.8 135,030 11.7

Tax expenses ................................... 8,063 1.2 9,278 0.9 11,007 1.0

Subtotal .............................................. 598,896 87.5 1,011,883 94.2 1,102,025 95.4

Property leasing ................................... 52,231 7.6 22,020 2.1 21,234 1.8

Hotel operation .................................... 33,527 4.9 40,185 3.7 32,718 2.8

Total ................................................... 684,654 100.0 1,074,088 100.0 1,155,977 100.0

Gross profit and gross profit margin

For the years ended December 31, 2018, 2019 and 2020, our gross profit was RMB761.7 million,

RMB531.4 million and RMB233.1 million, respectively. Our gross profit margin was 52.7%, 33.1% and 16.8%

for the same years, respectively.

For the years ended December 31, 2018, 2019 and 2020, our gross profit for our sales of developed

properties was RMB589.5 million, RMB316.3 million and RMB42.4 million, respectively. Our gross profit

margin for our sales of developed properties was 49.6%, 23.8% and 3.8% for the same years, respectively.

For the years ended December 31, 2018, 2019 and 2020, our gross profit from our property leasing

business was RMB151.7 million, RMB187.6 million and RMB186.4 million, respectively. Our gross profit

margin for our property leasing business was 74.4%, 89.5% and 89.8% for the same years, respectively.

For the years ended December 31, 2018, 2019 and 2020, our gross profit for our hotel operation business

was RMB20.5 million, RMB27.5 million and RMB4.3 million, respectively. Our gross profit margin for hotel

operation was 37.9%, 40.6% and 11.7% for the same years, respectively.

Other income, expenses, gains and losses

Other income, expenses, gains and losses include: (i) other income, such as interest income from bank

deposits and other financial assets; (ii) other expenses, such as gains or losses from repurchase of senior notes;

and (iii) other gains and losses, such as net foreign exchange gains or losses and gains or losses on changes in

fair value of financial assets at fair value through profit or loss.

Selling and marketing expenses

Selling and marketing expenses primarily include advertising and promotional expenses. Advertising and

promotional expenses primarily relate to advertisements in newspapers and magazines and on billboards and

certain other promotional events.

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Administrative expenses

Administrative expenses primarily include staff salaries and benefits, depreciation and amortization,

office expenses, traveling expenses, professional fees, utilities and property tax, land use tax and stamp duty. The

increase in administrative expenses was primarily due to an increase in staff salaries and benefits as well as an

increase in office expenses, which was in line with the continued growth of our property development business.

Our professional fees primarily include legal, consulting and auditing expenses.

Finance costs

Finance costs consist primarily of interest expenses on borrowings and interest on lease liabilities, net of

capitalized finance costs. Interest expenses on loans used for our property development may be capitalized. The

following table sets forth the breakdown of our finance costs for the years indicated:


2018 2019 2020

RMB’000 RMB’000 RMB’000

Interest on bank loans ............ 97,301 165,187 199,010

Interest on lease liabilities ..... ‒ 18,547 16,530

Interest on senior notes .......... 264,661 320,069 487,480

Interests on bonds……………………. 1,436 ‒ ‒

Less: Interest expense capitalized into properties

under development for sale and investment

properties under development ……………….

(184,480) (317,530) (469,475)

Total ...................................................................... 178,918 186,273 233,545

Changes in fair value of investment properties

Investment properties are properties held for rental income and are measured at cost on initial recognition.

Subsequent to initial recognition, investment properties are measured at their fair values using the fair value

model. Property that is being constructed or developed for future use as investment property is classified as

investment property.

Our investment properties were revalued at the end of relevant periods on an open market value or

existing use basis by an independent professional valuer, and any appreciation or depreciation in the fair value of

our investment properties is recognized as fair value gains or losses on our consolidated statements of profit or

loss and other comprehensive income in the period in which they arise.

Income tax

Income tax comprises current tax and movements in deferred tax assets and liabilities. Our current tax

primarily includes EIT and LAT payable by our PRC subsidiaries. In 2018, current tax also included Hong Kong

profits tax payable in relation to our operation of Silka West Kowloon Hotel in Hong Kong, which was disposed

of by us in December 2019. Currently, we are not subject to any Cayman Islands income tax pursuant to an

undertaking obtained from the Governor-in-Cabinet. See “Taxation.”

Pursuant to the EIT law, the PRC income tax rate for our PRC subsidiaries is 25%.

All appreciation arising from the sale or transfer of land use right, and buildings and their attached

facilities in the PRC is subject to LAT at progressive rates ranging from 30% to 60% of the appreciation value as

determined in accordance with relevant tax laws. Certain exemptions are available for the sale of ordinary

residential properties if the appreciation value does not exceed 20% of the total deductible items, but this

exemption does not extend to sales of commercial properties. Under PRC tax laws and regulations, our

properties in the PRC are subject to LAT on the appraised value of the land and the improvements on the land

upon the sale of such properties. We are required to pay 1% to 3% of our sales and pre-sales proceeds as prepaid

LAT.

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During the years ended December 31, 2018, 2019 and 2020, we had fully provided for the LAT for our

properties in accordance with the relevant laws and regulations and the accounting policies. During the same

years, there had not been any material delay in our payment of the LAT for our properties. For the years ended

December 31, 2018 and 2019, we made LAT provisions of RMB183.8 million and RMB98.1 million,

respectively, and for the year ended December 31, 2020, we reversed the LAT provisions of RMB21.5 million.

Results of Operations

Comparison of 2020 to 2019

Revenue. Revenue decreased by 13.5% from RMB1,605.4 million for the year ended December 31, 2019

to RMB1,389.1 million for the year ended December 31, 2020. This decrease was primarily due to the outbreak

of the COVID-19 pandemic, which resulted in a decrease in revenue generated from all our business segments

for the year ended December 31, 2020.

Property development. Revenue derived from our property development business decreased by

13.8% from RMB1,328.2 million for the year ended December 31, 2019 to RMB1,144.5

million for the year ended December 31, 2020. This decrease was primarily due to a decrease

in the total GFA sold and delivered in 2020 as the constructions of our property projects have

been seriously affected during the first quarter of 2020 due to the outbreak of the COVID-19

pandemic. As a result, two projects which were originally scheduled to be completed in 2020

were delayed to 2021.

Property leasing. Revenue derived from our property leasing business decreased by 1.0% from

RMB209.6 million for the year ended December 31, 2019 to RMB207.6 million for the year

ended December 31, 2020. During the year ended December 31, 2020, the effect of the launch

of our new shopping mall with total GFA of 15,774 sq.m. was fully offset by the reduction in

rental income due to the outbreak of the COVID-19 pandemic. We voluntarily granted rental

waivers of around one to three months to our lessees in view of the on-going COVID-19

outbreak, with an aim to ease the financial pressure on our customers and to maintain customer

relationship.

Hotel operation. Revenue derived from our hotel operation business decreased by 45.2% from


ended December 31, 2020. This decrease was primarily due to the disposal of Silka West

Kowloon Hotel in December 2019 which had generated a revenue of approximately RMB25

million in 2019. In addition, due to the COVID-19 outbreak, our hotels in China were

temporarily closed for more than two months as required by the local government authorities.

Cost of sales. Cost of sales increased by 7.6% from RMB1,074.1 million for the year ended December 31,

2019 to RMB1,156.0 million for the year ended December 31, 2020. This increase was primarily due to an

increase in cost of sales from property development which was mainly caused by the increase in construction

costs.

Gross profit and gross profit margin. Gross profit decreased by 56.1% from RMB531.4 million for the

year ended December 31, 2019 to RMB233.1 million for the year ended December 31, 2020. This decrease was

primarily due to a decrease in revenue generated from all three of our business segments which was mainly

caused by the COVID-19 outbreak.

Our overall gross profit margin decreased from 33.1% for the year ended December 31, 2019 to 16.8%

for the year ended December 31, 2020, which was primarily a result of a decrease in gross profit margin of the

sales of developed properties and hotel operation.

The gross profit margin for the sales of developed properties decreased from 23.8% for the year ended

December 31, 2019 to 3.8% for the year ended December 31, 2020, which was mainly because the projects

completed and delivered during the year ended December 31, 2020 had a lower gross profit margin due to their

locations as well as their composition which mainly included residential units.

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The gross profit margin for property leasing decreased from 89.5% for the year ended December 31, 2019

to 89.8% for the year ended December 31, 2020. Rental waivers were given to our lessees in the first quarter of

2020, resulted in lesser amount of rental income received. Nevertheless, the effect was offset by the opening of

new shopping mall in 2020 and as a result, we were able to maintain our leasing income.

The gross profit margin for hotel operation decreased from 40.6% for the year ended December 31, 2019

to 11.7% for the year ended December 31, 2020. This decrease was mainly due to the temporary closure of our

hotels in China for more than two months as a result of the COVID-19 outbreak.

Changes in fair value of investment properties. We recorded a fair value gain on investment properties of

RMB92.0 million for the year ended December 31, 2020, as compared to a fair value gain of RMB172.0 million

for the year ended December 31, 2019. The fair value gain in 2020 mainly arose from the addition of new

investment properties. The decrease in fair value gain on investment properties was mainly caused by the

COVID-19 outbreak which had adversely affected the rental income generated by our operating investment

properties.

Other income, expenses, gains and losses. Our net gain for other income, expenses, gains and losses

increased from RMB66.1 million for the year ended December 31, 2019 to RMB318.1 million for the year ended

December 31, 2020. This increase during the year ended December 31, 2020 was mainly attributable to net

foreign exchange gain of RMB231.7 million in 2020, interest income of RMB31.5 million and gain on

repurchase of senior notes of RMB38.0 million.

Selling and marketing expenses. Selling and marketing expenses increased by 23.1% from RMB66.1

million for the year ended December 31, 2019 to RMB81.4 million for the year ended December 31, 2020,

which was mainly a result of an increase in sales activities in 2020 as we launched a number of pre-sale activities

during the year ended December 31, 2020.

Administrative expenses. Administrative expenses decreased by 11.2% from RMB175.3 million for the

year ended December 31, 2019 to RMB155.7 million for the year ended December 31, 2020. During the year

ended December 31, 2020, we continued to maintain tight cost control policy. As a result, even though we had

increased our operating scale, we were able to further reduce our overall administrative expenses.

Finance costs. Finance costs increased by 25.4% from RMB186.3 million for the year ended December

31, 2019 to RMB233.5 million for the year ended December 31, 2020. This increase was primarily due to an

increase in the average cost of borrowings. During the year ended December 31, 2020, the average cost of

borrowings increased from 7.8% for the year ended December 31, 2019 to 11.0% for the year ended December

31, 2020.

Share of losses or profits of associates. Share of losses of associates amounted to RMB46.9 million for

the year ended December 31, 2020 as compared to share of profits of RMB105.1 million for the year ended

December 31. 2019. In 2019, we shared the profits from our associate, which had completed and delivered a

project in Nanjing. In 2020, we disposed the interest of an associate with a loss of RMB62.2 million.

Income tax. Income tax expenses decreased by 61.8% from RMB200.3 million for the year ended

December 31, 2019 to RMB76.5 million for the year ended December 31, 2020. This decrease was mainly due

to a decrease in PRC corporate income tax and LAT which resulted from a decrease in profit from the sales of

developed properties.

Profit for the period. For the foregoing reasons, net profit for the year ended December 31, 2020

decreased by 80.1% from RMB252.5 million for the year ended December 31, 2019 to RMB50.2 million for the

year ended December 31, 2020, which was primarily a result of (i) the decrease in gross profit and (ii) the

revaluation gain on investment properties, which were mainly caused by the outbreak of the COVID-19

pandemic.

Comparison of 2019 to 2018

Revenue. Revenue increased by 11.0% from RMB1,446.4 million for the year ended December 31, 2018

to RMB1,605.4 million for the year ended December 31, 2019. This increase was primarily due to an increase in

revenue derived from the property development business.

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Property development. Revenue derived from our property development business increased by

11.8% from RMB1,188.4 million for the year ended December 31, 2018 to RMB1,328.2

million for the year ended December 31, 2019. The main reason for the increase was that we

had three projects completed and delivered in 2019, namely Yangzhou Lakeside Emerald

House, Wuxi Golden Wheel Lakeside Orchid Garden and Golden Wheel Binary Star Plaza,

whereas in 2018, there was only one project completed and delivered.

Property leasing. Revenue derived from our property leasing business increased by 2.8% from


ended December 31, 2019. This increase was due to the opening of one new metro station

shopping mall as well as the increase of the overall rental rate.

Hotel operation. Revenue derived from our hotel operation business increased by 25.2% from


ended December 31, 2019. This increase was mainly due to the opening of Changsha Golden

Wheel Hampton by Hilton in April 2019.

Cost of sales. Cost of sales increased by 56.9% from RMB684.7 million for the year ended December 31,

2018 RMB1,074.1 million for the year ended December 31, 2019. This increase was primarily due to an increase

in cost of sales of our property development business which was in line with the increase in revenue arising from

the sales of developed properties. Our percentage of average land acquisition costs over average selling price

increased from 16.7% in 2018 to 34.0% in 2019.

Gross profit and gross profit margin. Gross profit decreased from RMB761.7 million for the year ended

December 31, 2018 to RMB531.4 million for the year ended December 31, 2019, which was primarily a result of

a decrease in gross profit generated for the sales of developed properties.

Our overall gross profit margin decreased from 52.7% for the year ended December 31, 2018 to 33.1%

for the year ended December 31, 2019, which was primarily a result of a decrease in the gross profit margin from

the sales of developed properties.

The gross profit margin for the sales of developed properties decreased from 49.6% in 2018 to 23.8% in

2019, mainly because the projects completed and delivered in 2019 had a lower gross profit margin due to their

location as well as their composition which mainly included residential units. In 2019, only 16.6% of the sale of

developed properties, as compared to 39.4% in 2018, came from our projects in Nanjing.

The gross profit margin for property leasing increased from 74.4% in 2018 to 89.5% in 2019. This

increase was mainly due to the reclassification of the rental costs which were included in the cost of sales in

2018 to change in fair value of investment properties and financial costs in 2019 as a result of the adoption of the

new accounting standard IFRS 16 for the year ended December 31, 2019.

Changes in fair value of investment properties. Our change in fair value of investment properties

decreased by 63.1% from RMB465.9 million for the year ended December 31, 2018 to RMB172.0 million for

the year ended December 31, 2019, mainly because there were a number of newly completed investment

properties in 2018 which had generated a substantial fair value gain upon completion as these projects were

acquired a long time ago. Our investment properties were revaluated on a market value basis by an independent

property valuer.

Other income, expenses, gains and losses. We had a net gain of RMB66.1 million for other income,

expenses, gains and losses for the year ended December 31, 2019, as compared to a net loss of RMB127.9

million for the year ended December 31, 2018. The net gain in 2019 was mainly attributable to interest income

of RMB20.1 million and a gain on disposal of a subsidiary of RMB63.9 million, partially offset by a loss on

repurchase of senior notes of RMB20.2 million. The net loss in 2018 was mainly attributable to interest income

of RMB37.4 million, offset by net foreign exchange losses of RMB164.0 million.

Selling and marketing expenses. Selling and marketing expenses increased by 34.6% from RMB49.1

million for the year ended December 31, 2018 to RMB66.1 million for the year ended December 31, 2019. This

increase was primarily due to the fact that there were more sales activities carried out in 2019 as we launched a

number of pre-sale activities during that year.

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Administrative expenses. Administrative expenses decreased by 4.4% from RMB183.4 million for the

year ended December 31, 2018 to RMB175.3 million for the year ended December 31, 2019. In 2019, we

continued to maintain a tight cost control policy. As a result, even though we carried out more selling activities

and increased our operating scale, we were able to reduce our overall administrative expenses.

Finance costs. Finance costs increased by 4.1% from RMB178.9 million for the year ended December 31,

2018 to RMB186.3 million for the year ended December 31, 2019. This increase was primarily due to an overall

increase in total borrowings as well as an increase in the average cost of borrowings. As of December 31, 2019,

we had total borrowings of RMB6,428.3 million, while as of December 31, 2018, our total borrowings were

RMB5,856.0 million. In addition, the average cost of borrowings increased from 6.4% in 2018 to 7.8% in 2019.

Share of profits of associates and joint ventures. Share of profits of associates and joint ventures

increased by 5.2% from RMB105.6 million for the year ended December 31, 2018 to RMB111.1 million for the

year ended December 31, 2019. We shared the profits from our associate, which completed and delivered a

project in Nanjing in 2019, resulting in an increase in our share of profits of associates of RMB101.4 million

from RMB3.7 million for the year ended December 31, 2018 to RMB105.1 million for the year ended December

31, 2019.

Income tax. Income tax expenses decreased by 55.7% from RMB451.7 million for the year ended

December 31, 2018 to RMB200.3 million for the year ended December 31, 2019. This decrease was mainly due

to decreases in EIT and LAT which resulted from a decrease in profit from the sales of developed properties.

Profit for the year. For the foregoing reasons, our profit for the year decreased by 26.2% from RMB342.3

million for the year ended December 31, 2018 to RMB252.5 million for the year ended December 31, 2019.

Liquidity and Capital Resources

Property developments require substantial capital investment for land acquisition and construction and

may take months or years before positive cash flow can be generated. Our ability to pay interest and principal on

our indebtedness, will depend upon our future operating performance and the availability of bank borrowings

and/or other debt and equity financing alternatives available to us, which will be affected by prevailing economic

conditions and conditions in the global credit and capital markets, as well as financial, business and other factors,

some of which are beyond our control. We principally fund our property developments from internal funds,

borrowings from banks and other parties, proceeds from sales and pre-sales of our developed properties and

proceeds from issuance of both debt and equity securities, such as our initial public offering in January 2013 and

our offerings of senior notes.

We cannot provide absolute assurance that our future cash flow from operating activities will be sufficient

to meet our long-term obligations and commitments. If we are unable to generate sufficient cash flow from

operating activities in the future to service our indebtedness and to meet our other commitments, we will be

required to adopt one or more alternatives, such as refinancing or restructuring our indebtedness, selling material

assets or operations, or seeking to raise additional debt or equity capital. Given current economic and market

conditions, including the volatility in the global capital markets, we cannot assure investors that any of these

actions could be affected on a timely basis or on satisfactory terms or at all, or that these actions would enable us

to continue to satisfy our capital requirements. In addition, our existing debt agreements, as well as any future

debt agreements, contain or may contain restrictive covenants, which may prohibit us from adopting any of these

alternatives. Our failure to comply with these covenants could result in an event of default which, if not cured or

waived, could result in the acceleration of all of our debt.

As of December 31, 2018, 2019 and 2020, our cash and cash equivalents amounted to RMB576.1 million,

RMB979.2 million and RMB849.1 million, respectively.

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Cash Flows

The following table sets forth our net cash flow for the years indicated:


2018 2019 2020

RMB’000 RMB’000 RMB’000

Net cash (used in)/generated from

operating activities ................. (954,859) 198,141 536,626

Net cash (used in)/generated from

investing activities .................. (847,649) 502,364 (408,522) Net cash generated from/(used in)

financing activities ................. 1,707,424 (298,226) (249,147)

Net (decrease)/increase in cash and cash equivalents ............................. (95,084) 402,279 (121,043)

Restricted bank deposits

A portion of our bank deposits is restricted for usage. These deposits are either (i) placed with certain

banks in the PRC and the usage of which are restricted to certain of our Group’s property development projects

in the PRC, or (ii) pledged to banks as security for certain banking facilities granted to our Group, in which case

the use of the restricted bank deposits, subject to the banks’ approval, is restricted to the purposes as set forth in

the relevant loan agreements, or (iii) as security for certain mortgage loans granted to our customers, in which

case the restricted bank deposits will be released upon receiving the building ownership certificates of the

respective properties by the banks from the customers as security for the mortgage loans granted. As of

December 31, 2018, 2019 and 2020, our restricted bank deposits were RMB275.9 million, RMB774.4 million

and RMB564.2 million, respectively.

Net current assets

We had net current assets of RMB680.0 million, RMB2,159.6 million and RMB1,287.6 million as of

December 31, 2018, 2019 and 2020, respectively.

Indebtedness

Our bank and other borrowings in 2018, 2019 and 2020 were denominated in Renminbi, Hong Kong

dollars and U.S. dollars. As of December 31, 2018, 2019 and 2020, our total outstanding bank loans, senior notes

and bonds amounted to RMB5,856.0 million, RMB6,428.3 million and RMB6,730.7 million, respectively. The

following table sets forth the breakdown of our outstanding bank loans, senior notes and bonds as of the dates

indicated:

As of December 31,

2018 2019 2020

RMB’000 RMB’000 RMB’000

Bank loans

Secured ...................................................................... 2,410,976 3,658,836 2,718,866

Unsecured .................................................................. 118,287 82,957 92,640

2,529,263 3,741,793 2,811,506

Senior notes (excluding interest payable)) ................. 3,326,739 2,686,511 3,304,885

Total .......................................................................... 5,856,002 6,428,304 6,116,391

Of our bank loans as of December 31, 2020, RMB1,831.9 million was repayable within one year,

RMB601.8 million was repayable between one and two years and RMB377.8 million was repayable between

two and five years.

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The majority of our bank loans carried a floating interest rate linked with the base lending rate of the

PBOC or Hong Kong Inter-bank offered rate. As of December 3, 2020, our bank loans of RMB2,718.9 million

were secured by certain properties, including property, plant and equipment, investment properties, financial

assets at FVTPL, properties under development for sale, completed properties held for sale and restricted bank

deposits with a total carrying value of RMB7,641.4 million.

Senior notes of RMB1,221.4 million were repayable within one year and RMB2,083.5 million were

repayable after one year. The senior notes were secured by the share pledge of a majority of our subsidiaries

incorporated outside the PRC.

All of our banking facilities are subject to the fulfilment of covenants relating to certain of our Group’s

balance sheet ratios, as are commonly found in lending arrangements with financial institutions. If we were to

breach any of the relevant covenants, the drawn down facilities would become payable on demand. While we

regularly monitor our compliance with these covenants, we breached certain terms primarily related to the debt-

equity ratio of our Group, in respect of a bank loan with a carrying amount of RMB170.0 million, RMB401.1

million and RMB396.1 million as of December 31, 2018 and 2019 and 2020, respectively. Since the lender has

not agreed to waive its right to demand immediate payment as of December 31, 2018 and 2019 and 2020, the

loan was classified as a current liability as of each of those dates. In any event, should the lender call for

immediate repayment of the loan, our directors believe that adequate alternative sources of finance are available

to ensure that there is no threat to our continuing operations.

Subsequent to this offering, we may, from time to time, in the ordinary course of business, enter into

additional loan agreements to finance our property developments or for general corporate purposes. For a

description of our material indebtedness, see “Description of Material Indebtedness and Other Obligations.”

Capital Commitments

The following table sets forth our contractual commitments as of the dates indicated:

As of December 31,

2018 2019 2020

RMB’000 RMB’000 RMB’000

Commitments contracted for but not provided in the

consolidated financial statements ...................................... 415,839 614,385 713,110

Capital Expenditures

During the years ended December 31, 2018, 2019 and 2020, our capital expenditures were primarily

related to the acquisition of land use rights, the construction of properties and purchase of property, plant and

equipment. For the years ended December 31, 2018, 2019 and 2020, our total capital expenditures were

RMB2,739.7 million, RMB1,655.4 million and RMB1,534.3 million, respectively.

Contingent Liabilities

For pre-sale of residential properties under development, we typically provide guarantees to the banks

in connection with our customers’ mortgage loans to finance their purchase of the residential properties. Our

guarantees will be released upon the banks receiving the property ownership certificate of the respective

properties from the customers as a pledge for security to the mortgage loans granted. If any such customer

defaults on the mortgage payment during the terms of the respective guarantee, the bank may demand us to

repay the outstanding amount of such defaulting customer’s mortgage loan and any accrued interest thereon.

As of December 31, 2018, 2019 and 2020, our mortgage loan guarantees provided by our Group to banks in

favor of our customers were RMB96.3 million, RMB317.8 million and RMB268.6 million, respectively.

During the years ended December 31, 2018, 2019 and 2020, we did not encounter any material default on

such mortgage loans.

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Off-balance Sheet Commitments and Arrangements

Except as disclosed in this information memorandum, we have not entered into any off-balance sheet

guarantees or other commitments to guarantee the payment obligations of any third parties. As of December 31,

2020, we did not have any interest in any unconsolidated entity that provides financing, liquidity, market risk or

credit support to us or engages in leasing or hedging or research and development or other services with us.

Market Risks

We are exposed to various types of market risks, including foreign exchange risk, interest rate risk, credit

risk, liquidity risk and equity price risk in the normal course of our business. We manage and monitor these

exposures on a regular basis to ensure appropriate measures are implemented on a timely and effective manner.

Foreign Exchange Rate Risk

The primary economic environment in which most of our principal subsidiaries operate is the PRC and

their functional currency is Renminbi. Our exposure to foreign exchange risk is principally due to our U.S. dollar

and Hong Kong dollar denominated debts and investments and bank deposits in foreign currencies, mainly U.S.

dollars.

The following table sets forth our foreign currency denominated monetary assets and monetary liabilities

as of the dates indicated:

As of December 31,

2018 2019 2020

RMB’000 RMB’000 RMB’000

Assets

U.S. dollar ................................................................. 165,743 4,434 191,993

Hong Kong dollar ..................................................... 19,890 39,618 35,129

185,633 44,052 227,122

Liabilities

U.S. dollar ................................................................. 3,396,539 2,880,731 3,734,484

Hong Kong dollar ..................................................... 1,933,565 1,454,916 1,311,930

Total ......................................................................... 5,330,104 4,335,647 5,046,414

Appreciation of the Renminbi against the U.S. dollar and the Hong Kong dollar generally results in a gain

arising from our U.S. dollar and Hong Kong dollar denominated debt and a loss arising from our bank deposits

in U.S. dollars and Hong Kong dollars. A depreciation of the Renminbi against the U.S. dollar and the Hong

Kong dollar would have the opposite effect. In addition, a depreciation of the Renminbi would negatively affect

the value of dividends paid by our PRC subsidiaries, which may in turn affect our ability to service foreign

currency-denominated debts.

Fluctuations in the foreign exchange rate have had and will continue to have an impact on our business,

financial condition and results of operations. See “Risk Factors — Risks relating to Renminbi-Denominated

Notes — We and holders of the Notes may be subject to risks presented by fluctuations in exchange rates

between the Renminbi and other currencies.” We currently do not have a foreign currency hedging policy in

place but our management monitors foreign exchange exposure and will consider hedging significant foreign

currency exposure should the need arise.

Interest Rate Risk

Our cash flow interest rate risk relates primarily to our variable rate bank borrowings, structured bank

deposits and bank balances. Our fair value interest rate risk relates primarily to our fixed rate restricted bank

deposits, bank borrowings and senior notes. We currently do not have a specific policy to manage our interest

rate risk, but we will closely monitor the interest rate risk exposure in the future.

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Credit Risk

Our maximum exposure to credit risk which will cause a financial loss to us due to failure to discharge an

obligation by the counterparties is arising from:

(a) the carrying amount of the respective recognized financial assets as stated in the consolidated

statements of financial position at the end of each reporting period; and

(b) the amounts of contingent liabilities in relation to financial guarantee issued by our Group.

We have no significant concentration of credit risk in respect of trade receivables, with exposure spread

over a large number of customers in the PRC.

We typically provide guarantees to banks in connection with our customers’ mortgage loans to finance

their purchase of the properties. If a purchaser defaults on the payment of its mortgage during the term of

guarantee, the bank may demand us to repay the outstanding amount of the loan and any accrued interest

thereon. Under such circumstances, we are able to forfeit the customer’s deposit and resell the property to

recover any amounts payable by us to the bank. In this regard, we consider that our credit risk is significantly

reduced.

We have concentration of credit risk in respect of bank balances and restricted bank deposits. As of

December 31, 2018, 2019 and 2020, approximately 55%, 34% and 44% of our bank balances and restricted bank

deposits were deposited at four, three and three banks, respectively, representing deposits at each bank with a

balance exceeding 10% of total restricted bank deposits and bank balances. The credit risk of these liquid funds

is limited because the counterparties are state-owned banks located in the PRC or banks with high credit ratings

assigned by international credit-rating agencies.

Liquidity Risk

We have built an appropriate liquidity risk management framework for short-term funding and liquidity

management requirements. We manage liquidity risk by maintaining banking facilities and by continuously

monitoring forecasted and actual cash flows.

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CORPORATE STRUCTURE

The following chart sets forth a simplified version of our corporate structure as of the date of this information memorandum.

____________________

Notes:

(1) Nanjing Golden Wheel Real Estate has Nanjing Golden Wheel Real Estate Branch Office, Nanjing Golden Wheel Real Estate First Branch Office and Golden Wheel New Met ro Business Management Branch Office.

(2) Nanjing Jade Golden Wheel has Nanjing Jade Golden Wheel Branch Office, Golden Wheel Tiandi Shopping Mall Branch, Jianye Branch and Jiangning Branch.

(3) Nanjing Golden Wheel Business Management has Suzhou Branch, Wuxi Branch and Changsha Branch.

(4) Success Seeker, Golden Wheel Jumbo, Golden Wheel Bright Jade, Golden Wheel Treasure, Winner Year and Golden Wheel Trinity are Initial Offshore Non-Guarantors (as defined under “Description of the Notes”).

(5) Golden Wheel International Inherit, Golden Wheel International Wisdom, Golden Wheel Jasper, Golden Wheel International Harves t and Golden Wheel Commercial Management have been designated as Offshore

Non-Guarantor Subsidiaries (as defined under “Description of the Notes”) in compliance with the terms of the existing senior note s.

(6) Golden Wheel Bright Jade, Winner Year and Success Seeker, which had total assets of no more than RMB1.0 billion as of December 31, 2020, have been designated as Unrestricted Subsidiaries (as defined under

“Description of the Notes”) in compliance with the terms of the existing senior notes.

69

BUSINESS

Overview



connected or in close proximity to metro stations or other transportation hubs. Examples of such projects are our

Golden Wheel International Plaza, Golden Wheel Time Square, Golden Wheel New Metro, Golden Wheel Star

Plaza, Golden Wheel Jinqiao Huafu, Golden Wheel Star-cube, Golden Wheel Binary Star Plaza, Wuxi Golden

Wheel Star Plaza, Zhuzhou Golden Wheel Jade Garden and Changsha Golden Wheel Star Plaza. In 2018, we

expanded our presence in the overseas market with our first commercial property development project in Hong

Kong.







Hotel in Nanjing, and one hotel under development or renovation, which is located in a prime location in

Nanjing and expected to start operation in 2021.

We were founded in 1994 by our chairman, Mr. Wong Yam Yin, a prominent Indonesian Chinese with

over 30 years of business experience in Asia, including China, and we have a well-established operating history

in China under the leadership of our vice chairman and chief executive officer, Mr. Wong Kam Fai, since the

inception of the business. Mr. Wong Kam Fai graduated in 1994 from the University of New South Wales in

Australia and holds senior membership positions in various real estate and business associations in China and

Hong Kong. In January 2013, we completed our initial public offering and our shares became listed on The

Stock Exchange of Hong Kong Limited (the “HKSE”).


GFA of approximately 1,825,912 sq.m., including (i) approximately 115,246sq.m. of completed but unsold

properties, (ii) approximately 12,842sq.m. of own used properties, (iii) approximately 189,204 sq.m. of

completed investment properties, (iv) approximately 788,195sq.m. of properties under development and (v)

approximately 720,425sq.m. of properties developed by our joint ventures and associates, while the total GFA of

properties in respect of which we have entered into leasing and operating contracts to manage was around

128,150 sq.m.

Our proven business model balances our short-term capital need and long-term financial strength. We sell

a mix of offices, residential properties, hotel-style apartments and retail properties to provide cash flow to

support business development and capital growth, while strategically retaining selected shopping malls for

recurring rental income and long-term financial strength. Our flagship project, Golden Wheel International Plaza

in Xinjiekou, a well-known commercial center in Nanjing, Jiangsu Province, is situated on top of the Xinjiekou

metro station with a total GFA of approximately 98,031 sq.m. and has become a well-recognized commercial

development in Nanjing. We have sold the office premises and service apartments and leased the shopping mall

units to international and domestic brands, such as KFC and Watsons as major tenants. The residential units

within our integrated commercial and residential property projects are positioned for mass market home buyers

in Jiangsu and Hunan provinces. We believe this market segment has a strong and sustainable demand and is less

susceptible to austerity measures imposed by the PRC government on the property sector.

In addition to developing, leasing and managing our own properties, we have also successfully leveraged

our experience in commercial property management and expanded our business to management of shopping

malls owned by third parties. We have entered into operating contracts with metro companies to manage metro

station shopping malls, such as the Xinjiekou Metro Mall owned by Nanjing Metro, as metro station leasing and

operational management is less capital intensive and currently has higher profit margins than property

development. As of December 31, 2020, we had secured commercial property leasing and operational

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management contracts of metro stations of five cities, namely Nanjing, Suzhou, Wuxi, Changsha and Xuzhou.

We believe that the continuing development of metro systems in second and third-tier cities will create

significant opportunities for us to develop and operate metro-linked malls in these cities.











Recent Developments





indebtedness.

















order to contain the spread of the COVID-19 outbreak. In particular, our business, especially property leasing

and hotel operation, during the first half of 2020 was significantly affected by the outbreak. However, the PRC






sales and attributable contracted sales of RMB4,081.0 million and RMB3,234.4 million, respectively, which

were 17.2% and 25.7% higher than the corresponding results in 2019.




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Our Competitive Strengths

We believe that the following competitive strengths have contributed to our success and will continue to

enable us to capitalize on future growth opportunities and to compete effectively in the real property

development and operation industries:

We have a focused and proven business model that balances our short-term capital need and long-term

financial strength

We are an integrated commercial and residential property developer, owner and operator of strategically-

located commercial properties with a proven track record in China. We sell a mix of our offices, residential

properties, hotel-style apartments and retail properties to provide cash flow to support business development and

capital growth while strategically retaining selected shopping malls for recurring rental income and entering into

metro leasing and operational engagements to enhance long-term financial strength.

Our property sales provide a healthy cash flow for our business development and capital growth, by

developing and selling a mix of offices, residential properties, hotel-style apartments and retail properties. Our

revenue from property development amounted to RMB1,188.4 million, RMB1,328.2 million and RMB1,144.5 million for the years ended December 31, 2018, 2019 and 2020, respectively.

Our investment properties and the leasing and operational management of metro station shopping malls,

on the other hand, ensure our long-term financial strength. We strategically retain a portion of our commercial

properties as investment properties upon completion to generate steady recurring income. In 2019, we acquired

two pieces of land in Nanjing and Yangzhou, Jiangsu Province, with a site area of approximately 101,845 sq.m.

and 19,890 sq.m., respectively, and a comprehensive plot ratio of 5.79 and 1.2, respectively. In 2020, we

invested in five associates with a capital amount of approximately RMB350 million. These five associates all

invested in residential projects with a total saleable GFA of 479,434 sq.m. Our equity interest in these joint

ventures ranged from 10% to 37%. As of December 31, 2020, we, together with our joint ventures and

associates, had a total land bank of GFA of approximately 1,825,912 sq.m. As of the same date, we had

completed investment properties with a total GFA of approximately 189,204 sq.m., with an overall occupancy

rate of around 80% for the year ended December 31, 2020. In addition, the expansion of our property leasing

business into metro leasing and operational engagement has allowed us to generate additional cash flow and

further strengthen our long-term financial condition. In 2020, we entered into leasing and operational

management contract with the local authority in relation to the underground commercial space in eight stations

on Wuxi Metro Lines 3 and 4 for a term of 10 years, with a total leasable GFA of approximately 45,500 sq.m. As

of December 31, 2020, we had leasing and operational management contracts of 24 metro station shopping malls

in five cities in China with a total leasable GFA of approximately 128,150 sq.m., 10 of which were under

operation and the overall occupancy rate was over 90%. Our revenue from property leasing amounted to

RMB203.9 million, RMB209.6 million and RMB207.6 million for the years ended December 31, 2018, 2019

and 2020, respectively.

We have a strong core business and established market position

Our core business is to develop integrated properties in strategic locations physically connected or in

close proximity to metro stations or other transportation hubs for sale and investment. A prime example is our

flagship project Golden Wheel International Plaza in Xinjiekou, Nanjing, with a total GFA of 98,031 sq.m. We

have sold the office premises and service apartments and leased the shopping mall units to major international

and domestic brands. This project has received various real estate awards in recognition of its aesthetic appeal

and commercial value, including the “Yangtze Cup Superior Quality Project Award” (“揚子杯”優質工程獎)

by the Housing and Construction Bureau of Jiangsu province (江蘇省住房和城鄉建設廳) in 2011. With their

prime commercial locations, easy access to local transportation networks and distinctive project designs, most of

our completed projects have become well-recognized developments in their respective cities.

We have a proven track record for developing quality projects that are in demand by our target markets.

With extensive knowledge of local demographics and macro-social trends, we generally position residential units

within our integrated commercial and residential property projects for mass market home buyers. We believe this

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market segment has a more sustainable demand and is less susceptible to austerity measures imposed by the PRC

government on the property sector. We also develop hotel-style apartment, retail properties and office spaces as

part of our integrated commercial projects. These properties target commercial buyers and are popular among

property investors and end-users alike due to their convenient location, high quality and affordable price.

We also have an established market position in commercial property leasing and management. We

currently own and manage six shopping malls as part of our integrated commercial projects. As of December 31,

2020, we had also entered into operating agreements in respect of 24 metro malls in five cities including

Nanjing, Suzhou, Wuxi, Changsha and Xuzhou. These shopping malls are connected or in close proximity to

metro stations or other transportation hubs, which provide high pedestrian walk-through traffic flow. Our quality

developments, strong relationship with tenants and professional and active lease management have enabled us to

achieve high occupancy and steady rental growth across all properties under our management. As of December

31, 2020, 10 metro station shopping malls were under operation and the overall occupancy rate was over 90%.

We are also a strategic partner of Nanjing Metro and are the leasing and operational manager of Xinjiekou Metro

Mall owned by Nanjing Metro.

We have maintained a strategically-located and high quality land bank

We believe that a quality land bank acquired at competitive cost is crucial to our long-term success. In

view of our long-term growth strategy, we focus on acquiring small to medium-sized parcels of land located

close to metro stations or other transportation hubs. These parcels of land feature attractive land acquisition

prices due to their relatively small site areas and reduced competition from large-scale property developers. In

addition to size, acquisition prices and access to transportation network, we also take into consideration the site’s

proximity to the city centers or business districts, its level of importance in the city’s development plans and the

overall cost structure of the potential development while assessing the quality of a potential land acquisition. Our

strategy is to acquire sufficient land bank for development in the next two to three years while ensuring efficient

capital deployment and optimal investment return. We do not acquire and retain a substantial land bank without

a specific development plan due to the high capital expenditure involved and the volatility of the PRC property

market. Since November 2016, we have been actively participating in public auctions as to acquire land of good

quality in order to meet our development strategy. As of December 31, 2020, we had successfully acquired ten

new projects for property development, including a piece of land acquired in the first half of 2019 in Nanjing for

developing commercial, service and office use and a piece of land acquired in the second half of 2019 in

Yangzhou designated for the residential purpose with a term of 70 years. In 2020, we invested in five associates

with a capital amount of approximately RMB350 million and a total saleable GFA of 479,434 sq.m. Our land

bank, which is currently at over 1,800,000 sq.m., will allow us to grow stably for the next three years.

We have maintained a prudent growth strategy and conservative financial policies

We are committed to maintaining a prudent approach to expenditure budgeting and our financial structure

and liquidity. We also have a balanced business model with a steadily growing portfolio of investment properties

which provides us with a long-term recurring income stream. We fund our capital expenditure through a healthy

mixture of debt and equity financings and avoid assuming excessive debts. Our net debt to equity ratio was

95.6% as of December 31, 2020, as compared to 96.8% as of December 31, 2019. With our initial public

offering in January 2013, we are now listed on the HKSE and have access to the international capital markets.

We believe that our balanced financial structure and our flexibility in accessing both debt and equity capital

markets allow us to be better able to withstand potential market volatility and to meet our financial obligations.

Experienced and dedicated management team with extensive experience in the PRC real estate industry

Our chairman, Mr. Wong Yam Yin, and our vice chairman and chief executive officer, Mr. Wong Kam

Fai, and other core management members have led the growth of our business since our inception in 1994. Our

senior management team members have extensive experience in the PRC real estate industry and possess in-

depth knowledge in project development and property leasing and operational management. We believe that our

highly experienced and dedicated senior management members will enable us to maintain the growth of our

business. We continually seek to attract and retain management talent to further expand our business operations.

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Our Business Strategies

We intend to become a leading integrated commercial property developer with a focus on life-style

shopping malls with easy access to metro stations or other transportation hubs. To achieve this, we intend to

focus on the following strategies:

We will further expand our property leasing business and further diversify our business

To meet the changes in the market conditions, we have refined our strategy to focus more on the property

leasing business, especially on metro station leasing and operational management which is less capital intensive

and has higher profit margin than property development. Our revenue from property leasing increased from

RMB203.9 million for the year ended December 31, 2018 to RMB209.6 million for the year ended December

31, 2019, and decreased to RMB207.6 million for the year ended December 31, 2020. Despite the negative

impact of the COVID-19 outbreak on the performance of our property leasing business in 2020, we expect the

revenue from this segment to increase in the long term as a result of increased rental prices and increased total

GFA of our investment properties as we develop and/or operate additional properties.

Additionally, we have entered into the hotel operation business in order to expand and diversify our

portfolio in the operational management business. We focus on hotel operation in China, mainly in Jiangsu and

Hunan provinces. We have four hotels under operation, namely Golden Wheel Atour Hotel in Nanjing, Golden

Wheel Hampton by Hilton in Changsha, Golden Wheel Hampton by Hilton in Yangzhou and Golden Wheel

Courtyard Hotel in Nanjing, and one hotel under development or renovation, which is located in a prime location

in Nanjing.

We will continue to capitalize on our competitive advantages in developing life-style shopping malls and

commercial projects in Jiangsu and Hunan Provinces

By leveraging our proven track record, strong local knowledge and brand recognition, we intend to

further penetrate into Jiangsu and Hunan provinces, which we believe will continue to experience fast economic

growth. We also intend to continue to focus on the development and operation of life-style shopping malls and

integrated commercial projects in these markets. The construction of Golden Wheel New Metro, our metro-

linked shopping mall in Nanjing, which is connected to the Hedingqiao (河定橋) metro station, a major

commuter station in Nanjing was duly completed in 2013 and began operation in 2014. We intend to continue to

develop projects with prime commercial locations, easy access to local transportation networks and distinctive

project designs, and we believe these qualities will make our projects well-recognized and -received in their

respective markets.

We also plan to leverage our experience in Jiangsu and Hunan provinces to expand our business

operations to second and third-tier cities with metro systems in other provinces in the medium to long term.

We will continue to optimize tenant mix and maximize occupancy and rental income

As we grow our portfolio of investment properties, we intend to continue to optimize our tenant mix in

order to increase our recurring rental income and reduce our operating risks. We aim to adopt a flexible and

proactive leasing strategy with existing and potential high quality tenants. We believe high quality tenants will

greatly enhance the value and rental prices of our investment properties by increasing the stability of our tenant

base, improving the profile and reputation of our properties, as well as attracting pedestrian traffic flow into our

properties. We intend to expand the presence of our major tenants, such as KFC, Watsons and Ikang (愛康國賓),

into all of our shopping malls and commercial projects by offering preferential leasing terms and providing

value-added operational management services.

We will maintain an optimal mix of properties for sale and properties for investment purposes

We intend to maintain a business model with an optimal mix of properties for sale and properties for

investment purposes. We plan to continue our balanced approach in selecting properties for sale and for

investment. We will continue to sell a mix of offices, residential properties, hotel-style apartments and retail

properties to provide cash flow to support business development and capital growth and strategically retain

selected shopping malls for recurring rental income and long-term financial strength.

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We will continue to maintain a disciplined financial strategy with prudent net debt to equity ratio and

steady cash flows

We will continue to maintain a disciplined financial strategy in our business operations. We have

maintained a prudent policy with regards to budgeting, cash management and planning of our financial structure

since inception. We intend to continue to maintain a balanced financial structure to achieve sustainable growth in

the medium to long term with a strong balance sheet and low net debt to equity ratio. We also intend to continue

to actively manage our project construction process to ensure sufficient internal cash flow for our ongoing

capital needs and other financial obligations. As of December 31, 2020, our net debt to equity ratio was 95.6%.

Our Property Projects

We classify our property projects into three categories according to the stage of development:

completed properties, comprising property projects that we have completed, with a certificate

of completion issued by the relevant governmental authorities;

properties under development, comprising property projects with a land use right certificate

issued by the relevant governmental authorities and the construction having commenced but a

certificate of completion of which has not been obtained; and

properties planned for future development, representing (i) properties for which we have

received a land use right certificate but have not yet commenced construction; and/or (ii)

properties for which we have entered into master, cooperation or investment agreements with

the relevant governmental authorities regarding future development and we are in the process

of carrying out the necessary PRC regulatory procedures to obtain the relevant land use right

certificate.

The land bank information refers to the aggregate of GFA pre-sold, GFA available for sale and GFA held

for investment of all of our property projects as of the date given.

The following table sets forth an overview of our property projects as of December 31, 2020. As of

December 31, 2020, except Yangzhou Powerlong Golden Wheel Plaza, Nanjing Shiguang Shanhu, Changzhou

Junwang Jia Di, Yangzhou Vanke Future Light, Golden Wheel Shangdu Age City Mansion, Shangdu Fengjing,

Ganglong Majestic Mansion, Galaxy Light and Yangzhou Kaichen Mansion, which we own 49%, 25%, 13.33%,

20%, 37%, 10%, 20%, 12.58% and 24.5%, respectively, all of the other projects listed below are wholly-owned

by our Group.

Project City

Site

area

Actual/

estimated

construction

commencement

date

Actual/

estimated

construction

completion

date

Percentage

of

completion

Total

unsold

GFA/

Total

GFA

GFA held

for

Company’s

own use

Investment

properties

GFA

sq.m. month/year month/year sq.m. sq.m. sq.m.

Completed properties

Golden Wheel International

Plaza Nanjing 11,341 Jul-04 Jan-09 100% 2,022 2,535 33,197

Golden Wheel Waltz Nanjing 2,046 Jan-08 Feb-10 100% - - 2,444

Golden Wheel Building Nanjing 4,918 May-01 Feb-03 100% - - 1,454

Golden Wheel Green Garden Nanjing 10,334 Aug-01 Sep-02 100% - - 1,021

Golden Wheel Star City Yangzhou 81,615 Aug-08 Mar-14 100% 5,985 - 3,995

Golden Wheel Time Square Zhuzhou 13,501 May-09 Apr-12 100% 185 - 32,903

Nanjing Jade Garden Nanjing 7,212 Jan-11 Dec-13 100% - - 3,436

Golden Wheel New Metro Nanjing 9,218 Aug-11 Dec-13 100% 243 - 18,357

Golden Wheel Star Plaza Nanjing 29,540 Nov-11 Jun-14 100% 2,060 - 528

Zhuzhou Golden Wheel Jade

Garden Zhuzhou 23,530 Dec-14 Dec-18 100% 9,324 - 2,396

Wuxi Golden Wheel Star

Plaza Wuxi 31,981 Dec-14 Dec-16 100% 4,841 - 20,153

Golden Wheel Star-cube Nanjing 18,300 Dec-14 Dec-16 100% 403 - 2,731

Golden Wheel Jinqiao

Huafu Nanjing 24,905 Dec-14 Dec-17 100% 5,260 - 3,350

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Changsha Golden Wheel

Star Plaza Changsha 37,152 Dec-14 Dec-17 100% 21,884 10,307 18,233

Yangzhou Lakeside Emerald

House Yangzhou 10,682 Jun-17 May-19 100% 12,086 - 626

Golden Wheel Binary Star

Plaza Nanjing 9,588 Dec-14 Dec-19 100% 481 - 44,380

Wuxi Golden Wheel

Lakeside Orchid Garden Wuxi 70,989 Dec-17 Dec-19 100% 26,478 - -

Golden Wheel Plaza Hong Kong 332 May-18 Jul-20 100% 4,828 - -

Zhuzhou Golden Wheel

Jinqiao Huafu (Phase I) Zhuzhou 54,793 Mar-18 Dec-20 100% 19,166 - -

Subtotal 495,405 115,246 12,842 189,204

Properties under development

Nanjing Golden Wheel

Romantic Tower Nanjing 7,593 Dec-17 Jun-21 95% 38,244 - -

Zhuzhou Golden Wheel

Jinqiao Huafu (Phase II) Zhuzhou 37,382 Mar-18 Jun-22 65% 170,596 - -


Shuiying Hua Ting Nanjing 32,927 Apr-18 Jan-21 99% 76,217 - -


Cuiyong Hua Ting Nanjing 59,722 Apr-19 Dec-21 80% 115,282 - 2,500

Wuxi Golden Wheel Starry

Plaza Wuxi 27,470 May-19 Jun-22 50% 99,039 - 15,097


Galaxy Center Nanjing 101,845 Feb-20 Dec-22 10% 195,353 - 46,647

Yangzhou No. 1 Golden Bay Yangzhou 19,890 Jan-20 Dec-22 60% 29,220 - -

Subtotal 286,829 723,951 - 64,244

Total 782,234 839,197 12,842 253,448

Projects by our joint ventures and associates

Yangzhou Powerlong

Golden Wheel Plaza

(49%)(1)

Yangzhou 61,275 Dec-14 Dec-16 100% 44,404 - 65,400

Nanjing Shiguang Shanhu

(25%)(2) Nanjing 14,338 Oct-17 Jul-19 100% 3,540 - -

Changzhou Junwang Jia Di

(13.33%)(3) Changzhou 67,225 Dec-17 May-20 100% 42,800 - -

Yangzhou Vanke Future

Light (20%)(4) Yangzhou 47,137 Jun-18 Apr-21 80% 84,847 - -

Golden Wheel Shandu Age

City mansion (37%)(5) Lianyungang 72,796 Jan-21 Dec-24 0% 158,695 - -

Shandu Fengjing (10%)(6) Lianyungang 17,605 Apr-20 Dec-23 20% 56,092 - -

Ganglong Majestic Mansion

(20%)(7)(10) Huangshan 46,780 Nov-20 Jun-24 1% 70,170 - -

Galxy Light (12.58%)(8)(10) Lianyungang 41,478 Jan-21 Jun-24 0% 99,651 - -

Yangzhou Kaichen Mansion

(24.5%)(9) Yangzhou 57,548 Feb-21 Dec-23 0% 94,826 - -

Total 425,682 655,025 - 65,400

________________

Notes:

(1) The project is developed by a joint venture company which the Group has 49% interest.

(2) The project is developed by an associate company which the Group has 25% interest. (3) The project is developed by an associate company which the Group has 13.33% interest.

(4) The project is developed by a joint venture company which the Group has 20% interest.

(5) The project is developed by an associate company which the Group has 37% interest. (6) The project is developed by an associate company which the Group has 10% interest.

(7) The project is developed by an associate company which the Group has 20% interest. (8) The project is developed by an associate company which the Group has 12.58% interest.

(9) The project is developed by an associate company which the Group has 24.5% interest.

(10) The associate company is in the process of changing its equity shareholding.

As of December 31, 2020, we had a land bank of approximately 788,195sq.m. under development.

Among these parcels of land, approximately 285,687 sq.m., 283,707 sq.m., 154,557 sq.m. and 64,244 sq.m. are

for residential, commercial and office, car park and investment properties purpose, respectively.

The following table sets forth the respective subsidiary relating to each of our property projects as of

December 31, 2020:

Name of Subsidiary Property Project(s)

Nanjing Metro Real Estate Investment Co., Ltd.(1) ................ Golden Wheel Jinqiao Huafu (Nanjing)

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Nanjing Golden Wheel Real Estate Development Co., Ltd. (1) ... Golden Wheel New Metro, Golden Wheel Building, Golden

Wheel Green Garden

Nanjing Jade Golden Wheel Realty Company Limited (1) ......... Golden Wheel International Plaza, Nanjing Jade Garden,

Golden Wheel Star Plaza (Nanjing), Golden Wheel Waltz

Yangzhou Golden Wheel Real Estate Development Co., Ltd. (1) Golden Wheel Star City, Yangzhou Lakeside Emerald House

Nanjing Pearl Golden Wheel Realty Co., Ltd.(1) ................... Golden Wheel Binary Star Plaza (Nanjing)

Zhuzhou Golden Wheel Real Estate Development Co., Ltd. (1) .. Golden Wheel Time Square

Zhuzhou Jade Golden Wheel Realty Co., Ltd.(1) ................... Zhuzhou Golden Wheel Jade Garden, Zhuzhou Golden Wheel

Jinqiao Huafu

Nanjing Crystal Golden Wheel Realty Co., Ltd.(1) ................. Golden Wheel Star-cube (Nanjing)

Changsha Jade Golden Wheel Realty Co. Ltd.(1) ................... Changsha Golden Wheel Star Plaza

Yangzhou Golden Wheel & Powerlong Realty Co., Ltd. (1) ........ Yangzhou Powerlong Golden Wheel Plaza

Wuxi Golden Wheel Real Estate Development Co., Ltd.(1) ...... Wuxi Golden Wheel Star Plaza

Wuxi Jade Golden Wheel Realty Company Limited (1) ............ Wuxi Golden Wheel Lakeside Orchid Garden

Nanjing Emerald Golden Wheel Realty Company Limited (1) .... Nanjing Golden Wheel Romantic Tower

Nanjing Sapphire Golden Wheel Realty Company Limited(1) ... Nanjing Golden Wheel Shuiying Hua Ting

Nanjing Ruby Golden Wheel Realty Company Limited (1)........ Nanjing Golden Wheel Cuiyong Hua Ting

Wuxi Yi Zhong Property Development Company Limited (1) ...... Wuxi Golden Wheel Starry Plaza

Success Seeker Limited ............................................................. Golden Wheel Plaza (Hong Kong)

Nanjing Jumbo Golden Wheel Realty Company Limited (1) ........ Nanjing Golden Wheel Galaxy Center

Yangzhou Sufangtou Real Estate Co., Ltd(1) .............................. Yangzhou No. 1 Golden Bay

___________________

Note:

(1) English translations of corporate names are provided for convenience only.

Details of our property projects as of December 31, 2020

Completed Projects

The following are detailed descriptions of certain completed projects. The commencement date relating to

each project or each phase of a project refers to the date on which construction commenced in respect of the first

building of the project or phase and the completion date refers to the date on which the construction completion

examination report was obtained for each project or each phase of a multi-phase project.

Zhuzhou Golden Wheel Jade Garden (株洲金輪翡翠名園)

Zhuzhou Golden Wheel Jade Garden is located in Wu Guang New Town, Zhuzhou City, Hunan Province.

Zhuzhou Golden Wheel Jade Garden is designed be a commercial and residential complex with a site area

of approximately 45,645 sq.m. The project has easy access to the high-speed rail station. The pre-sale of this

project started in June 2015.

The total consideration for the land use right for this project was approximately RMB123.3 million,

which has already been fully paid by the Group.

Details of Zhuzhou Golden Wheel Jade Garden with respect to total saleable GFA and GFA retained as of

December 31, 2020 are as follows:

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Residential Retail/Office Investment property

Total saleable GFA (sq.m.) ......................................... 111,383 8,937 2,396 – GFA pre-sold and sold (sq.m.) .................................. 104,410 6,586 –

– GFA available for sale (sq.m.) .................................. 6,973 2,351 –

Wuxi Golden Wheel Star Plaza (無錫金輪星光名座)

Wuxi Golden Wheel Star Plaza is located in the Economic Development Zone, Wuxi City, Jiangsu

Province.

Wuxi Golden Wheel Star Plaza is designed for commercial and residential purposes with a site area of

approximately 31,981 sq.m. The project is in the central area of the Wuxi New District. We started the pre-sale

of this project in September 2015.


which has been fully paid for by the Group.

Details of Wuxi Golden Wheel Star Plaza with respect to total saleable GFA and GFA retained as of



Total saleable GFA (sq.m.) ......................................... 7,928 43,802 20,153

– GFA pre-sold and sold (sq.m.) .................................. 7,928 38,961 –

– GFA available for sale (sq.m.) .................................. – 4,841 –

Golden Wheel Star-cube (金輪星立方)

Golden Wheel Star-cube is located in Nanjing South Station, Yuhuatai District, Nanjing City, Jiangsu

Province.

Golden Wheel Star-cube is designed for commercial and financial use with a site area of approximately

18,300 sq.m. The project is walking distance to the Nanjing South Station and metro station and has easy access

to other forms of public transportation. We started the pre-sale of this project in December 2015.



Details of Golden Wheel Star-cube with respect to total saleable GFA and GFA retained as of December

31, 2020 are as follows:


Total saleable GFA (sq.m.) ......................................... – 30,941 2,731

– GFA pre-sold and sold (sq.m.) .................................. – 30,538 –

– GFA available for sale (sq.m.) .................................. – 403 –

Golden Wheel New Metro (金輪新都匯)

Golden Wheel New Metro is located in the central area of Jiangning District, Nanjing, Jiangsu province.

Golden Wheel New Metro is designed to be a large-scale retail and office complex with a site area of

approximately 9,218 sq.m. and a GFA of approximately 59,912 sq.m. It is connected to the Hedingqiao (河定橋)

metro station and has easy access to other forms of public transportation. According to the relevant land use right

contract and construction permit, the construction of this project should have commenced by January 2012 and

be completed by September 2013. We commenced the construction of this project in August 2011 and the

project was duly completed by in December 2013. We started the pre-sale of this project in November 2012. We

have completed the sale of all GFA available for sale of this project.

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Details of Golden Wheel New Metro with respect to total saleable GFA and GFA retained as of



Total saleable GFA (sq.m.) ......................................... 15,140 13,919 18,356

– GFA pre-sold and sold (sq.m.) .................................. 14,897 13,919 – – GFA available for sale (sq.m.) .................................. 243 – –

Golden Wheel Star Plaza (金輪星光名座)

Golden Wheel Star Plaza is located in Jiangning District, Nanjing City, Jiangsu province, and is within

walking distance to the Jiulong Lake area, which is a popular business and commercial area featuring lake and

mountain views. Golden Wheel Star Plaza is within walking distance to the metro station and has easy access to

other public transportation network. Golden Wheel Star Plaza is also in close proximity to hospitals, schools,

supermarkets, a public library and a park.

Golden Wheel Star Plaza is developed as a commercial complex which comprises hotel-style apartments,

offices and retail shops. This project has a site area of approximately 29,540 sq.m. and a GFA of approximately

70,396 sq.m. This project has been duly completed in the second quarter of 2014, which was later than the

deadline specified in the land use right contract. See “— Regulatory Compliance — Late Completion of Nanjing

Jade Garden and Golden Wheel Star Plaza.” We started the pre-sale of this project in March 2013.

Details of Golden Wheel Star Plaza with respect to total saleable GFA sold as of December 31, 2020 are

as follows:


Total saleable GFA (sq.m.) ......................................... 18,600 36,624 528

– GFA pre-sold and sold (sq.m.) .................................. 18,600 34,564 –

– GFA available for sale (sq.m.) .................................. – 2,060 –

Nanjing Jade Garden (南京翡翠名園)

Nanjing Jade Garden is located in the central area of Jianye District, Nanjing, Jiangsu province.

Nanjing Jade Garden is designed to be a residential community comprising two apartment buildings for

residential use and one low-rise building for commercial use. The low-rise building comprises a supermarket,

retail stores and other supporting facilities.

Nanjing Jade Garden occupies a site area of approximately 7,212 sq.m. with a GFA of approximately

29,976 sq.m. According to the land use right contract and the approval extending the completion date, the

construction of this project should have been commenced by October 2010 and completed by June 2012. We

commenced the construction work of this project in January 2011, later than the date specified under the land use

right contract. As advised by JunHe LLP, as we have commenced the construction work within one year after the

specified date, we are not subject to any penalty due to such delay and the land would not be deemed as idle

land. This project was duly completed in December 2013, which was later than the date specified in the land use

right contract and the extension approval. See “— Regulatory Compliance — Late Completion of Nanjing Jade

Garden and Golden Wheel Star Plaza.” We started the pre-sale of this project in July 2012.

Details of Nanjing Jade Garden with respect to total saleable GFA and GFA retained as of December 31,

2020 are as follows:

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– GFA available for sale (sq.m.) .................................. – – –

Golden Wheel Star City (金輪星城) (Phase III – No. 10 and 18)

The construction of the two remaining apartment buildings (No. 10 and 18) in Phase III of Golden Wheel

Star City was duly completed in the first quarter of 2014. We started the pre-sale of this project in September

2013.

Details of the two buildings in Phase III of Golden Wheel Star City with respect to total saleable GFA for

sale for this phase of the project as of December 31, 2020 are as follows:


Total saleable GFA (sq.m.) ......................................... 22,300 308 3,995

– GFA pre-sold and sold (sq.m.) .................................. 21,987 149 – – GFA available for sale (sq.m.) .................................. 313 159 –

Golden Wheel Jinqiao Huafu (金輪津橋華府)

Golden Wheel Jinqiao Huafu is located in Jiangning District, Nanjing City, Jiangsu Province.

Golden Wheel Jinqiao Huafu is designed to be a residential community with a site area of 46,228 sq.m. It

is connected to the China Pharmaceutical University metro station. Plot B of the project was completed in June

2017, and Plot A was completed in December 2017. We started the pre-sale of this project in September 2015.


which has been fully paid by the Group.

Details of Golden Wheel Jinqiao Huafu with respect to total saleable GFA and GFA retained as of



Total saleable GFA (sq.m.) ......................................... 124,158 – 3,350

– GFA pre-sold and sold (sq.m.) .................................. 118,898 – – – GFA available for sale (sq.m.) .................................. 5,260 – –

Changsha Golden Wheel Star Plaza (長沙金輪星光名座)

Changsha Golden Wheel Star Plaza is located in Yuhua District, Changsha, Hunan Province.

Changsha Golden Wheel Star Plaza is designed be a large-scale residential and commercial complex with

a site area of approximately 37,152 sq.m. The project is within walking distance to the Changsha South Railway

metro station and high-speed rail station and has easy access to other forms of transportation. We started the pre-

sale of this project in February 2016. Buildings 1-5 and Buildings 7-9 of the project had been completed in

December 2017. Buildings 6 and 10 were completed in June 2019.



Details of Changsha Golden Wheel Star Plaza with respect to total saleable GFA and GFA retained as of


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Yangzhou Lakeside Emerald House (楊州蝶翠園)

Yangzhou Lakeside Emerald House is located in the center of Hanjiang District, Yangzhou City, Jiangsu

Province.

Yangzhou Lakeside Emerald House is designed for residential and commercial properties with a site area

of approximately 10,682 sq.m. The pre-sale of this project commenced in January 2018.



Details of Yangzhou Lakeside Emerald House with respect to total saleable GFA and GFA retained as of



Total saleable GFA (sq.m.) ......................................... 29,345 7,357 626 – GFA pre-sold and sold (sq.m.) .................................. 22,626 1,990 –


Yangzhou Powerlong Golden Wheel Plaza (楊州寶龍金輪廣場)

Yangzhou Powerlong Golden Wheel Plaza is located in the Economic Development Zone, Yangzhou

City, Jiangsu Province.

In April 2014, the Company has set up a joint venture company with the Powerlong Group, a company

listed on the Main Board of the HKSE, to jointly develop a piece of land parcel which the Group acquired in

Yangzhou City in 2013, namely the Yangzhou Powerlong Golden Wheel Plaza.

Yangzhou Powerlong Golden Wheel Plaza is designed to be a large-scale retail, office and residential

complex with a site area of approximately 61,275 sq.m. The project is within proximity to our existing Golden

Wheel Star City projects. We started the pre-sale of this project in January 2015, and the project was completed

by the end of 2016.


which has been fully paid for by the joint venture company.

Details of Yangzhou Powerlong Golden Wheel Plaza with respect to total saleable GFA and GFA

retained as of December 31, 2020 are as follows:



– GFA available for sale (sq.m.) .................................. 112 44,293 –

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Nanjing Shiguang Shanhu (南京時光山湖)

Nanjing Shiguang Shanhu is situated in Jinniu Lake sub-district, Luhe District, Nanjing City, Jangsu

Province.

In November 2017, the Company has set up an associate company, namely Nanjing Ruiyu Real Estate,

with Hongyang Group Nantong Real Estate Co., Ltd., Nanjing Xincheng Wanjia Real Estate Co., Ltd., and

Mingfa Group Nanjing Real Estate Co., Ltd., to jointly develop a piece of land parcel which is acquired by

Hongyang Group Nantong Real Estate Co., Ltd., namely Nanjing Shiguang Shanhu.

Nanjing Shiguang Shanhu is designed for developing residential and commercial complex with a site area

of approximately 14,338 sq.m. The project was completed in July 2019.

The total consideration for the land use right for this project was approximately RMB108 million, which

has been fully paid.

Details of Nanjing Shiguang Shanhu with respect to total saleable GFA and GFA retained as of December

31, 2020 are as follows:


Total saleable GFA (sq.m.) ......................................... 22,572 2,250 – – GFA pre-sold and sold (sq.m.) .................................. 19,951 1,331 –

– GFA available for sale (sq.m.) .................................. 2,621 919 –

Golden Wheel Binary Star Plaza (金輪雙子星廣場)

Golden Wheel Binary Star Plaza is located in Jiangning District, Nanjing City, Jiangsu Province. It is

connected to the HeDingQiao metro station.

Golden Wheel Binary Star Plaza is designed to be a retail, serviced apartment and hotel complex with a

site area of approximately 9,588 sq.m. The project was completed in December 2019.


has been fully paid by the Group.

Details of Golden Wheel Binary Star Plaza with respect to total saleable GFA and GFA retained as of



Total saleable GFA (sq.m.) ......................................... – 7,643 44,380

– GFA pre-sold and sold (sq.m.) .................................. – 7,162 –

– GFA available for sale (sq.m.) .................................. – 481 –

Wuxi Golden Wheel Lakeside Orchid Garden (無錫金輪湖曉蘭庭)

Wuxi Golden Wheel Lakeside Orchid Garden is situated at the intersection between Shili Mingzhudi and

Xiaguang Road, Binhu District, Wuxi City, Jiangsu Province.

Wuxi Golden Wheel Lakeside Orchid Garden is designed for developing residential and commercial

properties with a site area of approximately 70,989 sq.m. The project was completed in December 2019.

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Details of Wuxi Golden Wheel Lakeside Orchid Garden with respect to total saleable GFA and GFA

retained as of December 31, 2020 are as follows:


Total saleable GFA (sq.m.) ......................................... 68,521 – –

– GFA pre-sold and sold (sq.m.) .................................. 42,043 – – – GFA available for sale (sq.m.) .................................. 26,478 – –

Golden Wheel Plaza (金輪新天地)

Golden Wheel Plaza is situated at No. 68 and 70 Electric Road and No. 2C and 2D Lau Li Street, Hong

Kong and is near Tin Hau MTR Station in Hong Kong.

Golden Wheel Plaza is designed for developing a commercial building with a total GFA of approximately

51,975 square feet. The project was completed in July 2020.

On July 13, 2018, the Group completed the acquisition of 100% interest in Winning Year Limited from

an independent third party at a cash consideration of HK$843,800,000 (approximately equivalent to

RMB717,399,000). Details of Golden Wheel Plaza with respect to total saleable GFA and GFA retained as of



Total saleable GFA (sq.m.) ......................................... – 4,828 –

– GFA pre-sold and sold (sq.m.) .................................. – – – – GFA available for sale (sq.m.) .................................. – 4,828 –

Changzhou Junwang Jia Di (常州君望甲第)

Changzhou Junwang Jia Di is situated at west of Xueye Road, south of Yingping Road, Xinbei District,

Changzhou City, Jiangsu Province.

In December 2017, the Company has set up an associate company, namely Changzhou Peiling, with

Wuxi Dingan Real Estate Co., Ltd., and Wuxi Yihang Real Estate Co., Ltd., to jointly develop a piece of land

parcel which is acquired by Wuxi Dingan Real Estate Co., Ltd., namely Changzhou Junwang Jia Di.

Changzhou Junwang Jia Di is designed for developing residential and commercial complex with a site

area of approximately 67,225 sq.m. The project was completed in April 2020.


has been fully paid.

Details of Changzhou Junwang Jia Di with respect to total saleable GFA and GFA retained as of


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Total saleable GFA (sq.m.) ......................................... 172,414 14,861 – – GFA pre-sold and sold (sq.m.) .................................. 135,739 6,081 –


Projects Under Development

Nanjing Golden Wheel Romantic Tower (南京金輪峰華名座)

Nanjing Golden Wheel Romantic Tower is situated at Xiaofenqiao, Gulou District, Nanjing City, Jiangsu

Province and is closed to metro station and transportation hub.

Nanjing Golden Wheel Romantic Tower is designated for developing commercial properties with a site

area of approximately 7,593 sq.m.


which has been fully paid by the Group. As of December 31, 2020, the total saleable GFA of the project is

38,244 sq.m.

Zhuzhou Golden Wheel Jinqiao Huafu (株洲金輪津橋華府)

Zhuzhou Golden Wheel Jinqiao Huafu is situated at North of Yan Di Main Road, East of Xiangjiang

Main Road, Wu Guang Area, Tianyuan District, Zhuzhou City, Hunan Province.

Zhuzhou Golden Wheel Jinqiao Huafu is designed for developing residential and commercial complex

with a site area of approximately 92,175 sq.m. Phase I of the project was completed in December 2020.



289,986 sq.m.

Nanjing Golden Wheel Shuiying Hua Ting (南京金輪水映華庭)

Nanjing Golden Wheel Shuiying Hua Ting is situated North of Wutai Road, East of Xintang Road, in

Gaochun District, Nanjing City, Jiangsu Province and is close to a metro station and transportation hub.

Nanjing Golden Wheel Shuiying Hua Ting is designed for developing residential and commercial

complex with a site area of approximately 32,927 sq.m.

The total consideration for the land use right for this project was approximately RMB36,896.7 million,


76,217 sq.m.

Nanjing Golden Wheel Cuiyong Hua Ting (南京金輪翠雍華庭)

Nanjing Golden Wheel Cuiyong Hua Ting is situated west of Ning Li Road, Lishui District, Nanjing City,

Jiangsu Province, named as portions B and C of west Ning Li Road.

Nanjing Golden Wheel Cuiyong Hua Ting is designed for developing residential and commercial

complex with a site area of approximately 59,722 sq.m.



115,282 sq.m.

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Wuxi Golden Wheel Starry Plaza (無錫金輪星空間)

Wuxi Golden Wheel Starry Plaza is situated at southeast to the intersection between Jianghai Road and

Fengbin Road, Beitang District, Wuxi City, Jiangsu Province.

Wuxi Golden Wheel Starry Plaza is designed for developing commercial properties with a site area of

approximately 27,470 sq.m.



99,039 sq.m.

Nanjing Golden Wheel Galaxy Center (南京金輪星際中心)

Nanjing Golden Wheel Galaxy Center is situated at South of Hong Yun Avenue and West of Zhanzhong

No. 2 Road, Nanjing City, Jiangsu Province.

Nanjing Golden Wheel Galaxy Center is designated for developing commercial properties with a site area

of approximately 101,845 sq.m.



242,000 sq.m.

Yangzhou No. 1 Golden Bay (揚州金灣 1 號)

Yangzhou No. 1 Golden Bay is situated at Guangling District, Yangzhou City, Jiangsu Province.

The project is designed for developing residential and commercial complex with a site area of

approximately 19,890 sq.m. and a total saleable GFA of approximately 29,220 sq.m.

The total consideration for the land use right for the project was approximately RMB205.6 million, which

has been fully paid by the Group.

Yangzhou Vanke Future Light (揚州萬科未來之光)

Yangzhou Vanke Future Light is situated at East of Ganjiang High Technology Development District,

Yangzhou City, Jiangsu Province.

In May 2018, the Company has set up an associate company, namely Yangzhou Jiashiwei Construction

Development, with Nanjing Zhongjun Century Realty Co., Ltd., Yangzhou Lichuang Management Co., Ltd.,

Jiangsu Tongan Energy Technology Co., Ltd. and Yangzhou Tengle Real Estate Co., Ltd., to jointly develop a

piece of land parcel which is acquired by Nanjing Zhongjun Century Realty Co., Ltd., namely Yangzhou Vanke

Future Light.

Yangzhou Vanke Future Light is designed for developing residential and commercial complex with a site

area of approximately 47,137 sq.m. The total consideration for the land use right for this project was

approximately RMB172.5 million, which has been fully paid. As of December 31, 2020, the total saleable GFA

of the project is 84,847 sq.m.

Golden Wheel Shangdu Age City Mansion (金輪尚都時代天階)

Golden Wheel Shangdu Age City Mansion is situated at the intersection between Huazhong Road and

Hougong Road, Ganyu District, Lianyungang City, Jiangsu Province.

In 2020, the Company has set up an associate company, namely Jiangsu Shanghao, with Jiangsu Haitun

Real Estate Co., Ltd. and Wuxi Jinghe City Development Investment Partnership Enterprise, to jointly develop a

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piece of land parcel which is acquired by Jiangsu Shanghao Realty Co., Ltd., namely Golden Wheel Shangdu

Age City Mansion.

Golden Wheel Shangdu Age City Mansion is designed for developing commercial and residential

complex with a site area of approximately 72,296 sq.m. The total consideration for the land use right for this

project was approximately RMB490.0 million, which has been fully paid. As of December 31, 2020, the total

saleable GFA of the project is 158,695 sq.m.

Shangdu Fengjing (尚都峰璟)

Shangdu Fengjing is situated at the intersection between Hailian Road and Yuzhou Road, Haizhou

District, Lianyungang City, Jiangsu Province.

In 2020, the Company has set up an associate company, namely Lianyungang Sufangtou, with Jiangsu Jin

Yun Realty Co., Ltd., to jointly develop a piece of land parcel which is acquired by Jiangsu Jin Yun Realty Co.,

Ltd., namely Shangdu Fengjing.

Shangdu Fengjing is designed for developing commercial and residential complex with a site area of

approximately 17,605 sq.m. The total consideration for the land use right for this project was approximately

RMB240.8 million, which has been fully paid. As of December 31, 2020, the total saleable GFA of the project is

56,092 sq.m.

Ganglong Majestic Mansion (港龍君望)

Ganglong Majestic Mansion is situated at North to Beihai Road, Tunguang Town, Tunxi District,

Huangshan City, Anhui Province.

In 2020, the Company has set up an associate company, namely Huangshan Ganglong Realty Co., Ltd.,

with the Ganglong Group, to jointly develop a piece of land parcel which is acquired by Anhui Ganglong Realty

Co., Ltd., namely Ganglong Majestic Mansion.

Ganglong Majestic Mansion is designed for developing commercial and residential complex with a site




Galaxy Light (雲悅星宸)

Galaxy Light is situated at the intersection between Tongguan South Road and Jianshe Middle Road,

Haizhou District, Lianyungang City, Jiangsu Province.

In 2020, the Company has set up an associate company, namely Jiangsu Shangqing Realty Co., Ltd., with

Jiangsu Haitun Real Estate Co., Ltd. and Changzhou Bailaohui Real Estate Co., Ltd., to jointly develop a piece

of land parcel which is acquired by Jiangsu Shangqing Realty Co., Ltd., namely Galaxy Light.

Galaxy Light is designed for residential development with a site area of approximately 41,478 sq.m. The

total consideration for the land use right for this project was approximately RMB651.4 million, which has been

fully paid. As of December 31, 2020, the total saleable GFA of the project is 99,651 sq.m.

Yangzhou Kaichen Mansion (揚州開宸園)

Yangzhou Kaichen Mansion is situated at the intersection between Shisha Road and Shiqiao South Road,

Hanjiang District, Yangzhou City, Jiangsu Province.

In 2020, the Company has set up an associate company, namely Yangzhou Jiuhe Realty, with Yangzhou

Jiu Long Bay Real Estate Co., Ltd., to jointly develop a piece of land parcel which is acquired by Yangzhou Jiu

Long Bay Real Estate Co., Ltd., namely Yangzhou Kaichen Mansion.

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Yangzhou Kaichen Mansion is designed for developing commercial and residential complex with a site




Property Development

We endeavor to deliver high-quality products and provide satisfactory services to our customers. Our

process for project development includes, among other things, city and site selection, land acquisition, project

planning and design, construction, quality control, sales and marketing, delivery and after-sales services.

City and Site Selection

We believe that city and site selection and evaluation process is one of the most critical stages in property

development and is the key to the success of a property development project. Consequently, we devote

significant management resources to this process. For our commercial property projects, we typically select sites

which are or will be connected, or in close proximity, to local metro stations and other transportation hub.

We consider the following factors in our city selection process, including:

geographical size, population, and overall economic development;

zoning regulations and policies on real estate development, future land availability and

transportation network development;

the supply and demand for commercial and residential properties in the local market; and

the competition landscape, including the identity, size and development plans of existing and

potential competitors, pricing and other indicators of competing projects, and the marketing

strategies of competitors and competing projects; and the land availability in the foreseeable

future.

With respect to the site selection in a chosen city, we consider the following factors:

site area and the location of the site, in particular, its proximity and accessibility to city centers

or business districts;

the site’s position and level of importance in the city’s future development plans;

whether the site is connected to a robust transportation and supporting facilities infrastructure

currently existing or planned by the local government; and

overall cost structure of the potential development, including, among other things, whether the

site is ready for development and will not require substantial demolition of existing structures.

After we have identified a potential site, we will then decide if we will acquire the relevant site after

reviewing the feasibility report prepared by consulting companies.

Land Acquisition

We acquire land use right primarily through direct acquisition from the PRC government by way of

public tender, auction or listing-for-sale or in the secondary market through transfer agreements with the original

grantees of the relevant land use right. Where land use right is granted by way of public tender, the relevant

authorities will consider not only the tender price but also the credit history and qualifications of the developer

and its tender proposal. Where land use right is granted by way of an auction, a public auction is held by the

relevant local land bureau and the land use right is usually granted to the highest bidder. Where land use right is

granted by way of listing-for-sale, the relevant local land bureau will announce the conditions for granting the

land use right at designated land transaction centers and bids are then submitted by the interested parties. The

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land use right is usually granted to the bidder submitting the highest bid at the end of the listing-for-sale period.

If two or more parties request a competitive bidding, an on-site competitive bidding will take place and the land

use right will be granted to the highest bidder.

Grantees of land use right may dispose of the land use right granted to them in private sales, subject to the

terms and conditions of the land use right grant contracts and relevant regulations of the PRC. To the extent

permitted by law, we may also choose to acquire land use right in the secondary market through negotiated

transfers in addition to the public tender, auction or listing-for-sale process.

As a property developer focusing on development and operation of integrated commercial and small-to-

medium scale residential properties, we believe that acquiring land at competitive prices is critical to our overall

success. Our strategy is to acquire sufficient land bank for development in the next two to three years while

ensuring efficient capital deployment and optimal investment return. We do not acquire and retain a substantial

land bank without a specific development plan due to the high capital expenditure involved and the volatility of

the PRC property market. Since November 2016, we have been actively participating in public auctions as to

acquire land of good quality in order to meet our development strategy. We have acquired several land parcels in

Jiangsu province located near the business districts or city centers in the cities of Nanjing, Wuxi and Yangzhou

for residential and commercial development in order to bolster and replenish our land bank, which had been

expended due to the successful completion and delivery of various projects.

We will continue to explore other land acquisition opportunities, taking into account the macro-social

economic trends and the development of metro systems in China, government policies and regulations relating to

the development of the PRC property industry and our then available financial resources. We will maintain a

disciplinary approach over all aspects of our operations including land acquisition. As of December 31, 2020, we

had a total GFA of 788,195 sq.m. currently under development.

Financing of Projects

We primarily finance our property developments using our internal funds, proceeds from the sale and pre-

sale of our properties, borrowings from banks and access to capital markets through our equity and debt

financings. Our financing methods vary from project to project and are subject to limitations imposed by PRC

regulations and monetary policies.

According to the relevant guidelines issued by the China Banking Regulatory Commission (“CBRC”),

banks may not provide any lending to any real estate project for which the land use certificate, construction land

planning permit, construction works planning permit and work commencement permit have not yet been

obtained. Under the Notice on Adjusting the Housing Supply Structure and Stabilizing Housing Prices (《關於

調整住房供應結構穩定住房價格意見的通知》) jointly issued by the MOHURD and other PRC government

authorities in May 2006, commercial banks in China may not lend funds to property developers with an internal

capital ratio of less than 35%, calculated by dividing the internal funds available by the total project capital

required for a project. We typically use internal funds and project loans from PRC banks to finance the

construction costs for our property developments. Additional cash is generated from pre-sales of properties when

these properties meet the requirements of pre-sale under the relevant national and local regulations. Such

proceeds from pre-sales, together with shareholder contributions and the project loans, are the major sources of

funds for the construction of our projects.

Project Planning and Design

We normally start to discuss our plans with the relevant local governmental authorities at an early stage of

our property development process. To achieve our distinctive design and operating efficiency, we typically

outsource the design work to third-party architectural and design firms, which are selected through a bidding

process for each of our property projects. We normally take into account their proposed design concepts,

reputation, their past cooperation experience with us as well as their fee scales before making a final decision.

Construction

All of our construction work is outsourced to third-party construction contractors, which are selected

through a bidding process. We have established a set of criteria in selecting our construction contractors to

ensure that they meet our quality and workmanship standards. We typically take into account their professional

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qualifications, reputation, track records and past performance on our projects. Our tender and bidding committee

evaluates the suitability of each potential contractor and makes final decisions.

Our contractors are generally responsible for procuring construction materials. However, for key

construction materials such as steel and cement, we may specify the brands and our preferred suppliers in order

to ensure that such materials meet our requirements. For construction materials procured by our contractors, the

risk of price fluctuations may be borne by them so long as the fluctuations are within a certain percentage of the

contract prices (such as 5%). In the event that the price fluctuates more than the agreed percentage, we may

reimburse the contractors for any shortfall. We typically procure certain large equipment such as elevators and

air-conditioning systems from the relevant suppliers through a bidding process.

Quality Control

We emphasize on and enforce our quality control at each stage of our project development process from

its initial planning and design to its final completion. In addition to our selection process in choosing our service

providers and suppliers, we have formulated a series of internal quality assurance standards and procedures to

regulate all major processes in our project development, including construction works, water and electricity

systems, pipe networks, landscaping, fitting-out works, interior design and decoration, controls over construction

materials and equipment supply.

In compliance with PRC laws and regulations, we also engage construction supervision companies to

monitor certain aspects of our project construction as specified by the relevant laws and regulations. As of

December 31, 2020, we had engaged seven construction supervision companies to monitor our projects under

development, and we had worked with each of these companies for more than three years. All seven construction

supervision companies have the relevant first class qualification for real property construction supervision with

over five years of operating history.

According to our construction supervision contracts, these construction supervision companies are

responsible for supervising the construction quality of our projects, and are required to report the progress and

the quality conditions of the projects on a regular basis. If there is any quality problem with construction

materials or workmanship, these supervision companies have the right to suspend the construction work with our

consent. According to the construction supervision contracts, these supervision companies need to pay damages

to us if there is any accident due to quality defects, delay in construction or unreasonable increase in construction

costs due to their fault.

Our construction contracts generally provide for progressive payments based on milestones reached until

an aggregate of approximately 80% of the total contract price has been paid. We will then settle an additional

15% after the project has passed the completion acceptance inspection and the certificate of completion has been

issued. We normally withhold the remaining 5% of the total contract price as warranties for quality for a period

of one to five years after the completion of construction. The unused portion of such warranties for quality will

be returned to the contractors upon the expiration of the warranty period.

Sales and Marketing

Sales and Marketing

As of December 31, 2020, we had a sales and marketing department based in our headquarters and local

sales and marketing personnel based in respective project companies in Jiangsu and Hunan provinces. Our sales

and marketing team conducts market research, formulates our marketing and pricing strategies, and determines

advertising and sales plans for our projects. We prefer training and using our in-house sales team to serve our

customers. In addition to our in-house sales team, we also engage third party agents.

Our target rental customer groups include retail, hospitality, recreation and entertainment service

providers and other business entities seeking to lease quality premises in prime locations. We also sell some of

our commercial properties if we believe such sales will generate a better return. Our sale of residential properties

focuses on quality housing products for mass market home buyers.

Our marketing efforts include advertising through newspapers, magazines, brochures, television, radio,

internet, signage posters and outdoor billboards, to market our projects. In order to provide our customer more

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details of our projects, we also set up on-site reception centers to display model unit of our projects and other

detailed information.

To promote the sales of our property projects, we may offer our customers with a discount of 1% to 3%

on the selling prices.

Pre-sale

Consistent with market practice, we pre-sell some of our properties prior to the completion of their

construction. Under the PRC laws and regulations, property developers must satisfy specific conditions before

they may pre-sell their properties under construction, which, among others, include:

the land premium must have been paid in full;

the land use right certificate, the construction land planning permit, the construction works

planning permit and the construction permit must have been obtained;

at least 25% of the total project development investments must have been made;

the progress and the expected completion and delivery date of the construction must be certain;

and

the pre-sale permit must have been obtained.

These mandatory conditions are predicated on substantial progress in project construction and in the

capital expenditure plan. Generally, the local governments also require developers and property purchasers to

use standard pre-sale contracts prepared in collaboration with the local governmental authorities. Developers

must file all pre-sale contracts with the local land bureau and local real estate administrative authorities within 30

days of entering into such contracts. Local governments often prescribe additional conditions which must be

satisfied before property developers are permitted to commence the pre-sale of properties.

As advised by JunHe LLP, even though there have not been any material changes to PRC laws and

regulations governing the pre-sale activities of property developers either at state level or in Nanjing, Yangzhou

and Zhuzhou, the local authorities have adopted a more prudent and stringent approach when reviewing the

applications and granting permits for pre-sale activities in recent years. We believe that our pre-sale activities

and business operations have not been affected in any material aspect by such approach of the local authorities.

Payment Arrangement

We normally require our customers to pay a non-refundable deposit (e.g. RMB30,000) before the formal

sale and purchase agreements. If the customer later defaults on the sale and purchase agreement, such deposit

will be forfeited by us. Many of our customers purchase our residential properties using mortgage loans.

Consistent with market practice in the property industry in China, we provide guarantees to the mortgagee banks

in respect of the mortgage loans provided to the purchasers of our residential properties until the construction has

been completed and the property ownership certificates have been delivered to the mortgagee banks. In line with

the industry practice, we do not conduct independent credit checks on our customers but rely on the credit checks

conducted by the mortgagee banks. As of December 31, 2018, 2019 and 2020, our mortgage loan guarantees

provided by our Group to banks in favor of the customers amounted to RMB96.3 million, RMB317.8 million

and RMB268.6 million, respectively.

Delivery and After-sales Services

We endeavor to deliver property units to customers on a timely basis. We closely monitor the progress of

construction of our property projects, and conduct pre-delivery inspections to ensure timely delivery. The time

frame for delivery is typically set forth in the sale and purchase agreements. Once a property project has passed

the requisite inspections and a construction completion examination report has been jointly issued by the relevant

parties including the project development company, the project design company, the construction company, the

inspection company and the construction supervisory company, it is ready for delivery. Our sales and

construction staff will inspect the properties prior to the delivery to ensure quality standards are met. Our

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customer service staff will then notify our customers to arrange for the delivery. When we deliver the completed

properties to customers, we are also required to deliver the building quality guarantee certificate. After the

delivery, we will assist our customers in obtaining their individual property ownership certificates by providing

all requisite information to the local authorities for registration. The local authorities will then grant individual

property ownership certificates for each property unit.

According to our accounting policies, revenue is recognized from the sale of our properties only after we

have received the relevant proof of examination and acceptance of completion and the properties have been sold

and delivered.

Our customer service department is responsible for managing our after-sales services. Our customers are

able to provide their feedback or complaints about our products or services through telephone hotlines, on-site

customer service centers or other means.

Property Leasing

Some of our developed properties are held as investment properties, and our property investment

objective is to achieve recurring rental income and enhance our long-term financial strength. Our policy is to

maintain a portfolio of properties developed for sale, consisting of primarily residential properties, and properties

held for lease, consisting primarily of retail commercial properties. Our property leasing business increasingly

contributes a substantial portion of our revenue, and we expect this trend to continue in the future as we expand

our property leasing business to diversify the source of our revenue. For the year ended December 31, 2020, we

derived 14.9% of our revenue from our property leasing business. As of December 31, 2020, we held an

aggregate GFA of approximately 189,204 sq.m. as completed investment properties, all of which were located in

Changsha, Nanjing, Wuxi, Yangzhou, Zhuzhou and Hong Kong. We also had leasing, operational management

contracts of 24 metro stations from Nanjing Metro, Suzhou Metro, Wuxi Metro, Changsha Metro and Xuzhou

Metro which we operate and sub-lease to third parties.

In selecting our tenants, we generally consider factors such as their businesses, the attractiveness of such

businesses to the residents or tenants of our properties, competing businesses in the surrounding areas and their

reputation. Our major tenants include international and domestic brands, such as KFC, Watsons and Ikang (愛康

國賓).

We usually require our tenants to pay security deposits of two months’ rent for the properties in Nanjing.

We typically require our tenants in Golden Wheel Time Square to prepay their rents for a relatively long period.

We require most of our tenants at Golden Wheel Time Square to prepay their rent for one year. For tenants who

lease properties at the underground level of Golden Wheel Time Square, we require them to make a prepayment

of rent for ten years. Such prepayment arrangements were made based on market prices at the time of the

relevant lease agreements. We also took into account the advantages of collecting prepayments of rent for a long

period, including the long-term lease arrangements and the availability of a substantial amount of cash.

Rents are typically determined based on the prevailing market rates. The rents payable by our retail

tenants are mostly fixed but occasionally include a turnover component calculated by reference to a pre-

determined percentage of our tenant’s annual sales turnover, which is usually determined by our tenants and us

based on, among others, their leased GFA and reputation. Rental payments for these leases consist of a monthly

base rent and a turnover component calculated annually in accordance with the revenue of a particular tenant for

that particular year. According to the lease agreements, our tenants are responsible for utility charges. Our

tenants have the right to renew their leases by giving us a three-month prior written notice, and they have the

right of first refusal according to the lease agreements. If our tenants terminate the lease without cause prior to

the expiry of the lease term, we are entitled to retain the security deposit they have paid.

We typically locate and engage third party property management service providers at our own expenses to

provide security, property maintenance, cleaning and other ancillary services to our tenants. We generally enter

into service agreements with these service providers with a term of one to three years. We usually renew such

service agreements upon their expiration and we have never encountered any difficulty in finding such service

providers in the past. We believe that such service providers are readily available in the market as the property

management services industry is competitive. We communicate with our retail tenants to understand their

business needs and take account of their requests to support their business operations. We also prepare overall

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advertising plans at our own expenses for the commercial properties we operate based on the business nature of

our tenants in order to attract more customers for them.

Co-operation with Nanjing Metro

We entered into a lease agreement with Nanjing Metro in July 2008 (the “Lease Agreement”) to lease the

Xinjiekou Metro Mall from Nanjing Metro with a total GFA of approximately 2,047.5 sq.m., which connects

Golden Wheel International Plaza to the Xinjiekou metro station. Nanjing Metro agreed to lease the Xinjiekou

Metro Mall to us for a term of 15 years starting in May 2011. According to the Lease Agreement, we may sub-

lease the Xinjiekou Metro Mall in units, but we are not allowed to sublease the mall as a whole. To ensure

maximum functionality and space usage, we collaborated with Nanjing Metro on the project design of the

Xinjiekou Metro Mall.

According to the Lease Agreement, we agreed to pay a fixed annual rent to Nanjing Metro, which is

payable semi-annually, and the annual rent shall increase by 10% every four years till the expiry of the lease.

The rent was determined based on arm’s length negotiation with Nanjing Metro. According to the Lease

Agreement, we are responsible for utility charges and the marketing and operational management of the

Xinjiekou Metro Mall during the term of the Leasing Agreement. We were granted a five-month rent free period

for interior decorations. We have the right to renew the lease with written notice 6 months prior to the expiry of

the lease, and we have the right of first refusal according to the Leasing Agreement. Nanjing Metro also agreed

to give us a three-month prior notice if it decides to transfer or mortgage the Xinjiekou Metro Mall to a third

party. Nanjing Metro will ensure that the transferee or the mortgagee will accept all the obligations of Nanjing

Metro under the Lease Agreement. Either party may terminate the Lease Agreement and claim for damages if

the other party is in material breach of its obligations under the Lease Agreement. In addition, we are entitled to

indemnification from Nanjing Metro if we are required pay damages to any third parties due to the fault of

Nanjing Metro. We commenced the operation of the Xinjiekou Metro Mall in May 2011.

Metro Leasing Business

In addition to Xinjiekou Metro Mall, we have secured commercial property leasing and operational

management contracts in five cities, Nanjing, Suzhou, Wuxi, Changsha and Xuzhou.

Hotel Operation

As of December 31, 2020, we had two hotels under operation, namely Golden Wheel Atour Hotel in

Nanjing, Golden Wheel Hampton by Hilton in Changsha and Golden Wheel Hampton by Hilton in Yangzhou.

The total number of rooms for these three hotels amounts to 445. The average room occupancy rate of these

three hotels during the year ended December 31, 2020 was 80%. As the COVID-19 pandemic became more

contained, such rate rose to 90% in December 2020. We also had two hotels under development or renovation,

which are all located in prime locations in Nanjing, as of December 31, 2020.

Immediately prior to December 31, 2019, we also owned a hotel, Silka West Kowloon Hotel, in Hong

Kong. In October 2019, we entered into a sale and purchase agreement to dispose of the holding company of the

hotel property of Silka West Kowloon Hotel in Hong Kong. Following the completion of this disposal on

December 31, 2019, we currently intend to only focus on our hotel operation business in China, mainly in

Jiangsu and Hunan provinces.

Suppliers

We engage a number of suppliers to provide design and construction services to our Group. To the best

knowledge of our directors, none of our directors, their associates or any of our shareholders holding more than

5% of our issued capital, had any interests in any of our five largest suppliers during the three years ended

December 31, 2020.

Properties Owned and Used by Us

As of December 31, 2020, we owned and used properties with a total GFA of approximately 12,842 sq.m.

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Competition

The PRC real estate industry is highly competitive. There are many property developers undertaking

property development projects in Jiangsu and Hunan provinces. Our major competitors consist of national and

regional property developers, including local property developers that focus on one or more cities in Jiangsu and

Hunan provinces. We compete with other property developers on a broad range of factors, including location,

facilities, pricing, service quality and brand recognition. We strive to further strengthen our leading position in

these provinces. Our competitors, however, may have a better track record, greater financial, marketing and land

resources, larger sales networks and stronger brand name. In addition, as advised by Savills, there appears to be

an over-supply of real estate properties in Nanjing and Yangzhou, our principal markets, which may subject us to

greater competition and potential price cuts.

We also face competition in the property leasing business from other real estate developers or operators.

Compared with property development, the property leasing business requires smaller commitments of capital

resources and has a relatively lower barrier of entry. As a result, we expect to see increasing competition in the

property leasing business as city infrastructure continues to develop with an increasing number of properties

being outsourced to third parties to operate and manage. Our competitors may have more experience and

resources than us.

See “Risk Factors — Risks Relating to Our Business and Our Industry — The PRC real estate market is

highly competitive and the intense competition in our property development business and property leasing

business may materially and adversely affect our business, financial condition and results of operations.”

Insurance

We maintain third-party liability insurance with respect to our commercial malls located in Jiangsu and

Hunan provinces. We do not, however, maintain other insurance coverage against liability from tortious acts or

other personal injuries on our project sites. We believe that this practice is consistent with the customary practice

in the PRC real estate industry. Our third party construction companies are responsible for quality and safety

control during the course of the construction, and are required to maintain accident insurance for their

construction workers pursuant to PRC laws and regulations.

To help ensure construction quality and safety, we engage supervisory companies to oversee the

construction process. Under PRC law, construction companies bear the primary civil liability for personal

injuries, accidents and death arising out of their construction work where such personal injuries, accidents and

deaths are caused by the construction companies. Property owners may also bear civil liability for personal

injuries, accidents and death if such personal injuries, accidents or death are due to the fault of such owner. As

we have taken the above steps to prevent construction accidents and personal injuries, we believe that we will

generally be able to demonstrate that we are not at fault as the property owner if a personal injury claim is

brought against us. To date, we have not experienced any material destruction of or damage to our property

developments nor has any personal injury-related claim been brought against us.

However, there are risks that we may not have sufficient insurance coverage for losses, damage and

liabilities that may arise in our business operations. See “Risk Factors — Risks Relating to Our Business and

Our Industry — We have limited insurance to cover all potential losses and claims.”

Intellectual Property Rights

We have registered trademarks in Hong Kong and the PRC under various categories. We are also the

owner of two domain names. During the three years ended December 31, 2020, there was no claim or proceeding

brought by or against us in relation to infringement of any intellectual property rights. See “Risk Factors —

Risks Relating to Our Business and Our Industry — Any deterioration in our brand image could adversely affect

our business.”

Environmental Matters

We are subject to PRC national environmental laws and regulations as well as environmental regulations

promulgated by the relevant local government authorities. As required by PRC laws and regulations, each project

developed by a property developer is required to undergo an environmental impact assessment, and an

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environmental impact assessment report is required to be submitted to the relevant governmental authorities for

approval before commencement of construction. When there is a material change in respect of the construction

site, scale or nature of a given project, a new environmental impact assessment report must be submitted for

approval. During the course of construction, property developers must take measures to prevent air pollution,

noise emissions and water and waste discharge. In addition, as we outsource our construction work to

independent third party contractors, pursuant to the terms of the construction contracts, contractors and

subcontractors are required to comply with the environmental impact assessment and the conditions of the

subsequent approval granted by the relevant governmental authority.

Regulatory Compliance

Qualifications

The table below sets forth the details of the Qualification Certificate for Real Property Development

Enterprise (房地產開發企業資質證書) obtained by our PRC subsidiaries for property development:

PRC subsidiary Issuance date Expiry date Classification

Eligibility under applicable

PRC rules

Changsha Jade Golden

Wheel Realty

July 23, 2019 July 22, 2022 Three Development of projects with GFA of no more than

150,000 sq.m.

Nanjing Jumbo

Golden Wheel

April 20, 2021 May 13, 2022 Two Development of projects

within Jiangsu province

Nanjing Pearl Golden

Wheel Realty

May 14, 2020 June 9, 2021 Two Development of projects


Nanjing Metro Real

Estate April 2, 2021 April 1, 2022 Two Development of projects


Yangzhou Golden

Wheel Real Estate

December 29, 2020 February 17, 2022 Two Development of projects


Nanjing Sapphire

Golden Wheel

November 29, 2020 November 28, 2021 Three Development of projects

with Realty GFA of no more

than 150,000 sq.m.

Wuxi Yi Zhong November 18, 2020 November 17, 2021 Two Development of projects


Nanjing Emerald

Golden July 21, 2020 August 17, 2021 Two Development of projects


Nanjing Ruby Golden

Wheel

March 4, 2021 March 3, 2022 Two Development of projects


Yangzhou Golden

Wheel Powerlong

Realty

July 1, 2020 June 30, 2021 Two Development of projects


Yangzhou Sufangtou

Real Estate

December 22, 2020 December 21, 2021 Two Development of projects


Zhuzhou Jade Golden

Wheel Realty April 4, 2019 April 3, 2022 Two Development of projects

within Hunan province

The above certificates obtained by our PRC subsidiaries are the only qualification certificates required for

our property development business, and are of the appropriate level of classification in respect of both our

completed properties and properties under construction. As all of our construction work is outsourced to third-

party construction companies, it is not necessary for us to obtain the Qualification Certificate of Enterprise in

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Construction Industry (建築業企業資質證書). As of the date of this information memorandum, Wuxi Jade

Golden Wheel Realty and Yangzhou Jiashiwei Construction Development are in the process of renewing its

Qualification Certificate for Real Property Development Enterprise. Our Company is of the view that there is no

substantial obstacle to the certificate renewal.

We have obtained all permits, licenses, qualifications and other government authorizations necessary to

conduct our business and to use properties in the manner described in this information memorandum and we are

in compliance with the applicable PRC laws and regulations relating to our business operations in all material

respects. During the three years ended December 31, 2020, we were not engaged in any litigation, arbitration or

claim that would have a material adverse effect on our business, financial condition and results of operations.

Late Completion of Nanjing Jade Garden and Golden Wheel Star Plaza

We did not complete the construction work of Golden Wheel Star Plaza before the deadline of the project

stipulated under the relevant land use right grant contracts due to unforeseeable complexity of the site’s

geographical conditions and other factors beyond our control. Golden Wheel Star Plaza has been duly completed

in June 2014.

Internal Control

We engage PRC legal advisors to obtain their legal advice to ensure that we are in compliance with all the

applicable PRC laws and regulations.

Our audit committee, which is comprised of three independent non-executive directors, will also review

the internal control systems and procedures for compliance with the relevant accounting, financial and Listing

Rules requirements regularly. The audit committee will, upon due and careful inquiries, disclose its major view

regarding our Company’s compliance and internal control related matters in our annual report.

We have prepared a checklist of all necessary regulatory procedures and approvals required for land

acquisition and project development. Our Supervisory Committee will follow this checklist and closely monitor

the whole progress of the transaction and ensure all such procedures are duly complied. For projects involving

state-owned entities, we have also strengthened our internal control system and established review and approval

procedures to ensure that the relevant regulatory requirements will be complied with by such counterparties. Our

Supervisory Committee will also be responsible for safe keeping all the relevant applications, approvals and

other documents.

In addition, we have provided and will continue to provide customized training sessions to our directors,

senior management and staff members of our Group companies as and when appropriate, which will cover

relevant PRC laws and regulations relating to the property industry, the Listing Rules, our internal control

policies and procedures and general risk management skills, to raise their awareness of the importance of internal

legal compliance and to strengthen their risk management skills.

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REGULATIONS

ESTABLISHMENT OF A REAL PROPERTIES DEVELOPMENT ENTERPRISE

According to the PRC Law on Administration of Urban Real Estate (《中華人民共和國城市房地產管

理法》) (the “PRC Urban Real Estate Administration Law”) promulgated by the NPC, effective in January

1995, as amended in August 2007, August 2009 and August 2019, the Regulations on Administration of

Development of Urban Real Estate (《城市房地產開發經營管理條例》) promulgated by the State Council in

July 1998, as amended in January 2011, March 2020 and November 2020, and the Notice on Relevant Issues

Concerning Carrying out the Circular on Standardizing the Admittance and Administration of Foreign Capital in

the Real Estate Market (《關於貫徹落實《關於規範房地產市場外資准入和管理的意見》有關問題的通知

》) promulgated by the Ministry of Commerce of the PRC (“MOFCOM”) in August 2006, and the Circular on

Adjusting Policies on Admittance and Administration of Foreign Investment in Real Estate (《關於調整房地產

市場外資准入和管理有關政策的通知》) jointly promulgated by the MOHURD, MOFCOM, NDRC, PBOC,

State Administration for Industry and Commerce (the “SAIC”) and SAFE on August 19, 2015, a real estate

developer is defined as an enterprise that engages in the development and operation of real properties for profit.

A foreign-invested real estate developer must: (i) have a registered capital of at least RMB1 million; and (ii)

have at least four fulltime professional real properties or construction technicians and two or more full-time

accounting officers, each of whom must hold the relevant certificate.

A real estate developer must register with the administration for industry and commerce and it must also

report to the relevant real estate authority within 30 days upon its establishment. A foreign-invested real estate

developer must comply with additional requirements and apply for approvals relating to foreign investments in

China.

According to applicable PRC laws and regulations, including the Foreign Investment Law（《外商投資

法》）, the Implementing Rules of the Foreign Investment Law（《外商投資法實施條例》） and the

Information Reporting Measures for Foreign Investment(《外商投資信息報告辦法》), which all took effect on

January 1, 2020, and the Special Administrative Measures (Negative List) for Foreign Investment Access

(Edition 2020) (《外商投資准入特別管理措施 (負面清單) (2020 年版)》) issued on June 23, 2020 and came

into effect on July 23, 2020, with respect to the capital increase of a foreign-invested real estate developer, such

foreign-invested real estate developer shall report the change of investment information to competent commerce

departments of the government through the enterprise registration system and the national enterprise credit

information publicity system, and the administration for market regulation shall forward the above investment

information to the competent commerce departments in a timely manner.

Qualifications of a Real Estate Developer

According to the Provisions on Administration of Qualifications of Real Estate Developers (《房地產開

發企業資質管理規定》) (the “Provisions on Administration of Qualifications”), a real estate developer must

obtain a qualification certificate for real properties development. Under the Provisions on Administration of

Qualifications, real estate developers are classified into four classes as below:

Classification Competent approval authority Eligibility

1 (i) preliminary examination by the

construction authorities at the

provincial level and final approval

of the Ministry of Construction.

(i) undertaking projects of any scale

and in any location in China.

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Classification Competent approval authority Eligibility

2, 3 & 4 (i) construction authorities at the

provincial level

(i)

(ii)

undertaking projects with a GFA

less than 250,000 sq.m.

subject to confirmation by the

construction authorities at the

provincial level.

In approving the applications for qualification certificates, the construction authorities will review the

qualifications of professionals employed by a developer and its financial condition and operating results. A

developer that passes the qualification examination will typically be issued a qualification certificate of the

appropriate class. A developer may only engage in real properties development and sale within the scope

permitted for the corresponding class.

For a newly established real estate developer, the construction authority will typically issue a provisional

qualification certificate, if it is an eligible developer, within 30 days of receipt by the authority of the application.

The provisional qualification certificate will be effective for one year from its date of issue and may be extended

for no more than two additional years with the approval of the construction authority. The real estate developer

must apply for the renewal of the qualification classification within one month prior to the expiry of the

provisional qualification certificate.

Development of a Real Properties Project

According to the MOFCOM Catalog:

construction and operation of cinemas (with Chinese parties as the controlling shareholders),

and construction and operation of large theme parks fall within the category of industries in

which foreign investment is subject to restrictions;

construction of golf courses and villas falls within the category of industries in which foreign

investment is prohibited; and

other real estate development falls within the category of industries in which foreign

investment is permitted.

To the extent permitted under the MOFCOM Catalog, a foreign real estate developer may establish joint

ventures or wholly foreign owned enterprises in accordance with PRC laws and administrative regulations

governing foreign-invested enterprises.

According to the Measures for Administration of Approving and Recording Foreign Investment Projects (

外商投資專案核准和備案管理辦法) promulgated by the NDRC in May 2014 and effective in June 2014, as

amended in December 2014, NDRC approval is required for foreign investment projects as below:

Approval level Foreign Investment Projects

NDRC (i) Projects requiring being controlled by domestic shareholder in

encouraged category with a total investment of at least

US$300 million, or

(ii) Projects requiring being controlled by domestic shareholder in

restricted category (excluding real estate) with a total

investment of at least US$50 million

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Approval level Foreign Investment Projects

Provincial government (i) Real Estate Projects in restricted category, or

(ii) Projects falling into other restricted category with a total

investment of less than US$50 million

Local government Projects requiring being controlled by domestic shareholder in

encouraged category with a total investment of less than US$300

million

According to the Measures for Control and Administration of Grant and Assignment of Right to Use

Urban State-owned Land (《城市國有土地使用權出讓轉讓規劃管理辦法》) promulgated by the Ministry of

Construction in December 1992, and amended in January 2011, and the Law of the PRC on Urban and Rural

Planning (《中華人民共和國城鄉規劃法》) (the “PRC Urban and Rural Planning Law”) promulgated by the

NPC in October 2007, became effective in January 2008 and amended in April 2015 and in April 2019, after

concluding a land use right grant contract, a real estate developer must apply for a construction land planning

permit and a construction works planning permit from the relevant municipal planning authority.

When the land has been properly prepared and the developer is ready to commence the construction,

unless the law does not require such application, it must apply for a construction permit to the construction

authorities at or above the county level, according to the Measures for Administration of Granting Permission for

Commencement of Construction Works (《建築工程施工許可管理辦法》) promulgated by the Ministry of

Construction in June 2014 and effective as from October 2014, and amended in September 2018 and in March

2021. According to the Notice Regarding Strengthening and Regulating the Administration of Newly-

commenced Projects (《國務院辦公廳關於加強和規範新開工項目管理的通知》) promulgated by the

General Office of the State Council in November 2007 and amended in October 2017, before commencement of

construction, all projects must fulfill certain conditions, including, among other, compliance with national

industrial policy, the relevant development plan, land supply policy and market access standards, completion of

all approval or registration procedures, compliance with the relevant zoning plan, completion of proper land use

procedures and obtaining proper environmental protection approvals and construction permits or commencement

reports.

The development of a real properties project must comply with various laws and legal requirements on

construction quality, safety standards and technical guidance on architecture, design and construction work, as

well as provisions of the relevant contracts. The Regulations on the Quality Management of Construction

Projects (《建設工程質量管理條例》) promulgated and implemented by the State Council in January 2000 and

amended in October 2017 and in April 2019 set forth respective quality responsibilities and liabilities for

construction companies, reconnaissance companies, design companies, construction contractors, and

construction supervision companies. According to the Regulations on Energy Efficiency for Civil Buildings (《

民用建築節能條例》) promulgated by the State Council in August 2008, civil buildings shall seek to reduce the

energy consumption of buildings and make energy utilization more efficient.

After a building is completed, a real estate developer must organize an examination of completion by the

relevant government authorities and experts, according to Administrative Measures for the Filing of As-built

Inspection of Housing, Building and Municipal Infrastructure Projects (《房屋建築和市政基礎設施工程竣工

驗收備案管理辦法》) promulgated by the Ministry of Construction in October 2009. A developer must file

certain documents with the relevant local construction authority at or above the county level within 15 days after

the construction is qualified for the acceptance examination. A real properties development project may not be

delivered until and unless it has satisfactorily passed the necessary acceptance examination. Where a property

project is developed in phases, an acceptance examination may be carried out upon completion of a certain

phase.

Land for Property Development

According to the Circular on the Distribution of the Catalog for Restricted Land Use Projects (2012

Edition) and the Catalog for Prohibited Land Use Projects (2012 Edition) (《關於發佈實施〈限制用地項目目

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錄 (2012 年本)〉和〈禁止用地項目目錄 (2012 年本)〉的通知》) jointly promulgated by the Ministry of Land

and Resources (the “MLR”) and the NDRC in May 2012, the target parcel of land designated for the residential

housing projects for sale should not exceed: seven hectares for small cities and towns, 14 hectares for medium-

sized cities and 20 hectares for large cities and plot ratio which is not more than 1.0.

According to the Regulations on the Grant of State-owned Construction Land Use Right Through Public

Tender, Auction and Listing-for-Sale (《招標拍賣掛牌出讓國有建設用地使用權規定》) (the “Regulations on

Grant of State-owned Land Use Right”) promulgated by the MLR in May 2002, amended in September 2007

and effective in November 2007, land use right for commercial use, tourism, entertainment and commodity

housing development must be granted through public tender, auction or listing-for-sale. According to these

regulations, the relevant land administration authority at the city or county level, or the grantor, is responsible for

preparing the public tender or auction documents and must make an announcement 20 days prior to the day of

public tender or auction with respect to the particulars of the land and the time and venue of the public tender or

auction. The grantor must also verify the qualification of the bidding and auction applicants, accept an open

public auction to identify the winning tender or hold an auction to identify a winning bidder. The grantor and the

winning tender or bidder will then enter into a land use right grant contract in the forms of the “Model Template

of the State-owned Land Use Right Granting Contract” (《國有土地使用權出讓合同示範文本》).

According to the PRC Civil Code (《中華人民共和國民法典》) ( the “Civil Code”) promulgated by the

NPC in May 2020 and effective in January 2021, when the term of the land use right for residential construction

(but not other) purposes expires, it will be renewed automatically. Unless it is otherwise prescribed by any law,

the owner of such land use right has the right to transfer, exchange, and use these rights as equity contributions

or collateral for financing. If the state appropriates the premises owned by entities or individuals, it must

compensate the property owners and protect their rights and interests.

According to the Notice on Strengthening the Disposing of Idle Land (《關於加大閒置土地處置力度的

通知》) promulgated by the MLR in September 2007, the land use right ownership certificate must not be issued

before full payment of the land grant consideration.

According to the Notice on Further Enhancing the Revenue and Expenditure Control over Land Grant (《

關於進一步加強土地出讓收支管理的通知》) jointly promulgated by the Ministry of Finance, the MLR, the

PBOC, the PRC Ministry of Supervision and the PRC National Audit Office in November 2009, the Notice on

Issues Related to Strengthening Real Estate Supply and Supervision (《關於加強房地產用地供應和監管有關

問題的通知》) promulgated by the MLR in March 2010 and the Urgent Notice on Further Tightening

Management on Use of Land for Real Estate and Stabilizing the achievements of Macro-control on Real Estate

Market (《關於進一步嚴格房地產用地管理鞏固房地產市場調控成果的緊急通知》) jointly promulgated by

the MOHURD and the MLR in July 2012, the deposit for bidding land use right shall not be less than 20% of the

base prices. The real estate developers are required to execute the land use right grant contract within 10 working

days upon the successful bidding and make the first payment of at least 50% of the total land grant consideration

within one month with the remaining balance to be paid within one year upon the execution of the land use right

grant contract. Local government authorities are required to strictly enforce the penalties on real estate

developers that have delayed payment for land grant consideration or the construction due to their fault and the

restrictions on them from acquiring new land.

According to the Measures on Disposal of Idle Land (《閒置土地處置辦法》) promulgated by the MLR

in April 1999, as amended in May 2012 and effective in July 2012, an idle land penalty may be imposed on land

that has not been developed within one year from the commencement date set forth in the relevant land use right

grant contract. Land use right may be forfeited without compensation, if the land has not been developed within

two years from the commencement date set forth in the relevant contract.

According to the Notice on Further Strengthening Control and Regulation of Land and Construction of

Property Development (《關於進一步加強房地產用地和建設管理調控的通知》) jointly promulgated by the

MLR and the MOHURD in September 2010, the Notice on Strict Implementation of Policies Regarding

Regulation and Control of Real Property Land and Promotion of the Healthy Development of Land Markets (《

關於嚴格落實房地產用地調控政策促進土地市場健康發展有關問題的通知》) promulgated by the MLR in

December 2010 and the Urgent Notice on Further Tightening Management on Use of Land for Real Estate and

Stabilizing the Achievements of Macro-control on Real Estate Market (《關於進一步嚴格房地產用地管理鞏

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固房地產市場調控成果的緊急通知》): (i) lands sold through auction at prices exceeding 50% of the base

prices or the total prices or unit prices hit the record high shall be promptly reported to the MLR and the

provincial offices of the MLR with the Schedule of Abnormal Land Transactions (《房地產用地交易異常情況

一覽表》) within 2 working days upon the signing of the written confirmation for deal or notice for successful

bidding and (ii) if any land which has been designated for affordable housing, is used for property development

against relevant policies, the illegal income will be confiscated and the relevant land use right will be forfeited.

In addition, changing the plot ratio without approval is strictly prohibited.

According to the Notice on Further Strengthening Control and Regulation of Land and Construction of

Property Development (《關於進一步加強房地產用地和建設管理調控的通知》) if a bidder has been

discovered and verified to have leaving the land idle for more than one year due to any corporate reason, the

bidder and its controlling shareholder shall be prohibited from participating in land bidding activities until the

close of the case and the investigation, handling and rectification of the problem.

According to the Notice on Further Regulating the Real Estate Market (《國務院辦公廳關於進一步做

好房地產市場調控工作有關問題的通知》) promulgated by the General Office of State Council in January

2011, if a real estate developer fails to obtain the construction permits or commence the construction within two

years from the date specified in the land use right grant contract, the relevant granted land use right will be

forfeited and an idle land penalty will be imposed. Further, a real estate developer is not allowed to transfer its

land or real properties development projects if its investment in the projects (excluding the land grant

consideration) is less than 25% of the total investment amount.

According to the Notice on Implementation Measures on Urban Housing Land Management and

Regulation in 2012 (《關於做好 2012 年房地產用地管理和調控重點工作的通知》) promulgated by the

MLR in February 2012, the target total supply of urban housing land shall not be lower than the annual average

supply for the preceding 5 years.

According to the Notice on Strictly Implementing the Land Use Standards and Vigorously Promoting the

Saving and Intensification of Use of Land (《關於嚴格執行土地使用標準大力促進節約集約用地的通知》)

promulgated by the MLR in September 2012, developers are restricted from obtaining approvals for the use of

the parcels of land that: (i) fall under the Catalog for Prohibited Land Use Projects; (ii) do not comply with the

conditions set forth in the Catalog for Restricted Land Use Projects; (iii) do not meet the requirements with

respect to the investment intensity, plot ratio, building coefficient, proportion of administrative, office and living

service facilities and rate of green space set forth in the Industrial Project Control Indicators; (iv) total area of the

land or that of several function zones exceeds the land use indicators; and (v) the land area and plot ratio do not

comply with the land supply conditions. For the land which exceeds the land use indicators but has passed the

evaluation and obtained approvals from the local government, all relevant documents including land supply

plans, allocation decisions, land use right grant contracts, expert assessment opinions as well as official

governmental approvals shall be filed with the relevant land authorities at the provincial level through the land

market dynamics monitoring system.

According to the Circular on the Distribution of the Catalog for Restricted Land Use Projects (2012

Edition) (《關於發佈實施<限制用地項目目錄 (2012 年本)>的通知》) jointly promulgated by the MLR and

the NDRC in May 2012, “large-sized housing project” refers to residential properties with a GFA of each single

unit over 144 square meters.

According to the Notice on Further Regulating the Real Estate Market (《國務院辦公廳關於繼續做好

房地產市場調控工作的通知》) promulgated by the General Office of the State Council on February 26, 2013,

the total supply of urban housing land shall not be lower than the annual average supply for the preceding 5

years. The land supply of 2013 for common commodity housing shall be increased, and local real estate

authorities shall include the construction requirements of common commodity housing in the land grant contract

with respect to number of units, floor area, facilities and public utilities and commencement/completion date.

As advised by JunHe LLP, “affordable housing” generally refers to those provided by the government or

enterprises authorized by the government at a rental or selling price lower than the market price to households

who have difficulties in meeting their basic accommodation needs. Our residential properties do not fall under

the scope of “affordable housing.” JunHe LLP further advised that, according to the respective local regulations

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of Nanjing, Yangzhou and Zhuzhou, “small to medium-sized ordinary commercial housing” refers to residential

properties with a GFA of not more than 144 sq.m.

As of December 31, 2012, approximately 19,019 sq.m., or 75%, of the total GFA available for sale of our

residential properties (completed and pending/under development) are categorized as small to medium-sized

ordinary commodity houses under the relevant PRC laws and regulations, which will remain as our focus for

residential property development.

Pre-sale of Commodity Houses

State Level

According to the Measures for Administration of Pre-sale of Commodity Buildings in Urban Area (《城

市商品房預售管理辦法》) promulgated by the Ministry of Construction in November 1994, as amended in

August 2001 and July 2004, a commodity building may be sold before completion only if all of the following

requirements are satisfied: (i) the land use right grant consideration has been paid in full and a land use right

ownership certificate has been obtained; (ii) both the construction planning permit and the construction permit

have been obtained; (iii) funds invested in the development and construction as calculated based on commodity

buildings for pre-sale represent 25% or more of the total investment in the project and the construction progress

as well as the date of completion for delivery has been ascertained; and (iv) the pre-sale permit has been

obtained.

According to the Measures for Administration of Pre-sale of Commodity Buildings in Urban Area (《城

市商品房預售管理辦法》) and the Notice on Further Enhancing the Supervision of the Real Estate Market and

Perfecting the Pre-sale System of Commodity Houses (《關於進一步加強房地產市場監管完善商品房預售制

度有關問題的通知》) promulgated by the MOHURD in April 2010, without the pre-sale approval, commodity

properties are not permitted to be pre-sold, the real estate developer is not allowed to charge the buyer any

deposit, pre-payment or other payments, and the real estate developer shall not participate in any exhibition or

sales activities.

The Notice on Further Enhancing the Supervision of the Real Estate Market and Perfecting the Pre-sale

System of Commodity Houses (《關於進一步加強房地產市場監管完善商品房預售制度有關問題的通知》)

requires a developer to make public the information on all houses permitted for pre-sale and the selling prices

within 10 days, clearly mark the prices, and pre-sell the houses in strict accordance with the published prices.

According to the Measures for Administration of Pre-sale of Commodity Buildings in Urban Area (《城市商品

房預售管理辦法》), pre-sale incomes must only be used to the relevant project.

According to the Opinions on Stabilizing Housing Prices (《關於做好穩定住房價格工作的意見》)

jointly promulgated by the Ministry of Construction, the NDRC, the Ministry of Finance, the MLR, the PBOC,

the SAT and the CBRC in April 2005, the transfer of uncompleted commodity properties by any pre-sale

purchaser is forbidden. In addition, purchasers are required to buy properties in their real names. Any pre-sale

contract must also be filed electronically online immediately after its execution.

Local Level

According to the Several Opinions of the Zhuzhou Municipal People’s Government on Promoting the

Steady and Healthy Developments of the Real Estate Market (《株洲市人民政府關於促進房地產市場穩定健

康發展的若干意見》) promulgated by the Zhuzhou Municipal People’s Government in March 2009, the

additional requirements for a project to pre-sale in Zhuzhou are: (i) the outward project progress of a multi-

storey building shall not be less than 1/3 and (ii) the outward project progress of a high-rise building shall not be

less than 1/5.

Zhuzhou Municipal People’s Government promulgated the Regulatory Measures on Zhuzhou Commodity

Housing Pre-Sale Funds (《株洲市商品房預售資金監管辦法》) on February 25, 2008. Nanjing Municipal

Real Property Regulatory Authority promulgated the Regulatory Measures on Nanjing Commodity Housing Pre-

Sale Funds (《南京市商品房預售款監管辦法》). There are no such specific regulatory measures promulgated

by local authorities in Yangzhou and Wuxi. According to the Detailed Rules for the Implementation of Wuxi

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Municipality for the Administration of the Sale of Commodity Houses (《無錫市商品房銷售管理實施細則》)

promulgated by former Wuxi Housing Management Bureau (current Wuxi Housing Security and Management

Bureau) in June 2004 and effective in July 2004, the additional requirements for a project to pre-sale in Wuxi

are: (i) the outward project progress of a multi-storey building shall not be less than 50% and (ii) the outward

project progress of a high-rise building shall not be less than 30%. As advised by JunHe LLP, even though there

have not been any recent material changes to PRC laws and regulations governing the pre-sale activities of

property developers either at state level or in Nanjing, Yangzhou, Zhuzhou and Wuxi, the local authorities have

adopted a more prudent and stringent approach when reviewing the applications and granting permits for pre-

sale activities in the recent two years.

Sale of Commodity Houses

According to the Measures for Administration of Sale of Commodity Houses (《商品房銷售管理辦法》

) promulgated by the Ministry of Construction in April 2001, the conditions for a post-completion sale are that:

(i) the developer has obtained its own business license and the real estate development qualification certificate;

(ii) the developer has obtained the land use right ownership certificate or other documents evidencing the legal

grant of land use right; (iii) the developer has obtained the construction works planning permit and construction

permit; (iv) the commodity properties have passed the final examination and acceptance of completion; (v) the

relocation of the original residents (if any) has been completed; (vi) the ancillary infrastructure facilities for

supplying water, electricity, heating, gas, communication, etc. and other public facilities have been arranged and

are ready for use and hand over; and (vii) the property management proposal has been concluded.

According to the Regulation on Clear Pricing of Commercial Property (《商品房銷售明碼標價規定》)

promulgated by NDRC in March 2011 and effective in May 2011, real estate developers shall clearly mark the

sales prices of houses.

Civil Defense Property

According to the PRC Law on National Defense (《中華人民共和國國防法》) promulgated by the NPC

in March 1997, as amended in August 2009 and December 2020, national defense assets are owned by the state.

According to the PRC Law on Civil Air Defense (《中華人民共和國人民防空法》) (the “Civil Defense Law”)

promulgated by the NPC in October 1996, as amended in August 2009, civil defense is an integral part of

national defense. The Civil Defense Law encourages the public to invest in the construction of civil defense

property. Investors in civil defense are permitted to use (including lease), manage the civil defense property

during peace time and profit therefrom.

Transfer of Real Property

According to the PRC laws and the Provisions on Administration of Transfer of Urban Real Estate (《城

市房地產轉讓管理規定》) promulgated by the Ministry of Construction in August 1995, as amended in August

2001, a real estate owner may sell, gift or otherwise legally transfer the property to another individual or legal

entity. When transferring a building, the ownership of the building and the underlying land use right are

transferred together. The parties to a transfer must enter into a written real property transfer contract and register

the transfer with the relevant real estate authority within 90 days upon the execution.

When the land use right is obtained through land granting, the real property may only be transferred on

the condition that: (i) the land grant consideration has been paid in full and a land use right ownership certificate

has been properly obtained; and (ii) in the case of a project under

development, development representing more than 25% of the total investment has been completed; or

(iii) in case of a whole land lot development project, construction works have been carried out as planned, the

civil infrastructure and public facilities have been made available, and the land has been leveled and is ready for

industrial or other construction purposes.

Lease of Buildings

According to the Measures for the Administration of Commodity House Leasing (《商品房屋租賃管理

辦法》) promulgated by MOHURD in December 2010 and effective in February 2011, the parties to a leasehold

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arrangement of a property must enter into a written lease contract. When a lease contract is signed, amended or

terminated, the parties must register the details with the construction (real estate) administrative department of

the people’s government of the municipality directly under the central government, city or county at the place

where the leased house is located within 30 days after the execution for the purpose of protecting the tenant’s

interest, failing which the parties will be ordered to rectify and be subject to fines.

Mortgage of Real Properties

According to the PRC Urban Real Estate Administration Law, the PRC Security Law (《中華人民共和

國擔保法》) promulgated by the NPC in June 1995, and the Measures for Administration of Mortgages of

Urban Real Estate (《城市房地產抵押管理辦法》) promulgated by the Ministry of Construction in May 1997,

as amended in August 2001, when a mortgage is created over a building, it must be simultaneously created over

the underlying land use right. The mortgage contract must be in writing. After the contract has been signed, the

parties must register the mortgage with the relevant real estate authority. A mortgage contract will become

effective on its date of registration.

Commercial Bank Loans

On June 5, 2003, the PBOC promulgated the Circular on Further Strengthening the Management of Loans

for Property Business (《關於進一步加強房地產信貸業務管理的通知》). According to this notice,

commercial banks shall focus their business on supporting real estate projects targeted at mid-to lower-income

households and appropriately restrict the granting of real estate loans to projects for the construction of luxury

apartments and houses. The notice provides that when applying for bank loans, a real estate development

company must contribute at least 30% of the total investment of the project from its own funds, and prohibits

banks from advancing funds to real estate developers as working capital or for payment of land premiums.

On August 12, 2003, the State Council published the Notice by the State Council on Facilitating

Sustained and Healthy Development of the Real Estate Market (《國務院關於促進房地產市場持續健康發展

的通知》), which provides a series of measures to control the real estate market, including but not limited to

enhancing the gathering and granting of public housing funds (住房公積金), perfecting the security of the

residential loan and strengthening the supervision of real estate loans. The purpose of the notice is to create a

positive influence on the long-term development of the real estate market in China.

On August 30, 2004, the CBRC issued a Guideline for Commercial Banks on Risks of Real Estate Loans (《商業銀行房地產貸款風險管理指引》). According to the guideline, no loans shall be granted in relation to

projects which have not obtained requisite land use right certificates, construction land planning permits,

construction works planning permits and construction work commencement permits. The guideline also

stipulated that not less than 35% of the investment in a property development project must be funded by the real

estate developer’s own capital for the project in order for banks to extend loans to the real estate developer. In

addition, the guideline noted that commercial banks should set up strict approval systems on granting loans.

On March 16, 2005, the PBOC promulgated a Notice on Adjusting the Housing Loan Policy and Deposit

Rate of Excess Reserves for Commercial Banks (《關於調整商業銀行住房信貸政策和超額準備金存款利率

的通知》) which cancelled the preferential mortgage lending interest rate for individuals and restricted on the

minimum mortgage loan rate to 0.9 times the benchmark rate. The PBOC also increased the public housing fund

loan rate (住房公積金貸款利率) by 0.18% and permitted commercial banks to decrease the mortgage loan rate

from 80% to 70% of the value of the property if it is located in a city where property prices are increasing too

rapidly.

On May 31, 2006, the PBOC promulgated a Notice about Relevant Matters on Adjusted Housing Credit

Policies (《關於調整住房信貸政策有關事宜的通知》). The notice provides that, from June 1, 2006, the first

installment payment for an individual house bought through a mortgage loan must not be lower than 30% of the

purchase price. However, for houses purchased for self-residential purposes and with a gross floor area of less

than 90 sq.m., the 20% first installment payment regulation still applies.

On May 25, 2009, the State Council issued the Notice on Adjusting the Proportion of Capital in Fixed

Asset Investment Projects (《國務院關於調整固定資產投資項目資本金比例的通知》). The Notice provides

that the minimum capital requirement for affordable housing and ordinary commodity apartments are 20%, and

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the minimum capital requirement for other real estate development projects is 30%. These regulations apply to

both domestic and foreign investment projects.

On September 27, 2007, the PBOC and the CBRC promulgated the Circular on Strengthening the

Management of Commercial Real-estate Credit Loans (《關於加強商業性房地產信貸管理的通知》), which

increases the down payment requirement applicable to a purchaser acquiring his second residential property to at

least 40% and the interests payable on these loans must not be less than 110% of the benchmark interest rate of

the same kind and same term by PBOC. Under this circular, the PRC authorities have tightened control over

commercial banks’ loans to property developers in order to prevent these banks from excessive credit granting.

The circular emphasizes that commercial banks must not offer loans to property developers who have been

found by state land and resource and construction authorities as hoarding land and buildings. Commercial banks

are also prohibited from accepting commercial properties that have been vacant for more than three years as

guaranties for loans. Under the complementary notice on Strengthening the Administration of Commercial Real

Estate Credit Loans (《關於加強商業性房地產信貸管理的補充通知》), if a member of a family (including

the purchaser, his/ her spouse and their children under 18) has borrowed loans from banks to buy a house, any

member of the family that buys another house will be regarded as a second-time home buyer.

On July 29, 2008, the PBOC and the CBRC issued the Notice on Financially Promoting the Saving and

Intensification of Use of Land (《關於金融促進節約集約用地的通知》), which among other things:

restrict PRC commercial banks from granting loans to property developers for the purpose of

paying land premiums;

regulate the secured loans for land reserve in various respects including to obtain land use

certificate, to secure up to 70% value of security’s appraised valuation, and to limit the length

of maturity in no more than two years;

prudently grant or extend loans to the property developer who (i) delay the commencement of

development date specified in the land transfer agreement more than one year, (ii) has not

finished one-third of the intended project, or (iii) has not invested the quarter of the intended

total project investment;

restrict granting loans to the property developer, the land of which is idle for two years; and

restrict taking idle land as a security for loans.

On January 7, 2010, the General Office of the State Council issued the Circular on Facilitating the Stable

and Healthy Development of Property Market (《關於促進房地產市場平穩健康發展的通知》). The Notice,

among other things, provides that:

To the families (including the debtors, their spouses and their juvenile children) who have

bought a residential house by the loans and are applying for loans to buy a second residential

house or more residential houses, the down payments of the loans should not be lower than

40%, the loan rates should be strictly commensurate with the credit risks.

Banks are restricted from offering loans to a property development project or property

developer which is not in compliance with credit loan regulations or policies.

On December 31, 2009, the China Banking Association issued the Self-regulation Consensus on the

Regulation of Real Estate Mortgage Loan Business for Individuals and Maintain Market Order (《關於規範做

好個人房地產按揭貸款業務維護市場秩序的自律共識》), pursuant to which, (i) all members of the China

Banking Association are required to strengthen their business operations with respect to real estate mortgage

loans for individuals, and (ii) commencing from January 1, 2010, all members of the China Banking Association

are prohibited from paying commissions to real estate brokers or other intermediaries for pure business

solicitation and introduction purposes that are not in proportion to the services rendered by such persons.

On April 17, 2010, the State Council issued the Notice on Firmly Preventing Property Price from

Increasing too Fast in Certain Cities (《國務院關於堅決遏制部分城市房價過快上漲的通知》), according to

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which a stricter differential housing credit policy shall be enforced. It provides that, among other things, (i) for

first-time family buyer (including the borrower, his/her spouse and his/her underage children, similarly

hereinafter) of an apartment larger than 90 square meters, a minimum 30% down payment must be paid; (ii) the

down payment requirement on second-home mortgages was raised to at least 50% from 40% and also reiterated

that an extra 10% should be adopted on interest rates for such buyers; and (iii) for those who buy three or more

houses, even higher requirements on both down payments and interest rates shall be levied. In addition, banks

can suspend housing loans to third or more home buyers in places where house prices rise too rapidly and where

home supply is insufficient.

On September 29, 2010, the PBOC and the CBRC jointly issued the Notice on Relevant Issues Regarding

the Improvement of Differential Mortgage Loan Policies (《關於完善差別化住房信貸政策有關問題的通知》

), which (i) raised the minimum down payment to 30% for all first home purchases with mortgage loans; (ii)

required commercial banks in China to suspend mortgage loans to: (1) customers for their third or more

residential property purchase, and (2) to non-local residents who cannot provide documentation certifying

payment of local tax or social security for longer than a one-year period; and (iii) restricted the grant of new

project bank loans or extension of credit facilities for all property companies with non-compliance records

regarding, among other things, holding idle land, changing the land use to that outside the scope of the

designated purpose, postponing construction commencement or completion, or hoarding properties.

On March 8, 2011, the General Office of the CBRC issued the Notice of the General Office of the CBRC

on Providing Quality Housing Financial Services and Strengthening Risk Management (《中國銀監會辦公廳

關於做好住房金融服務加強風險管理的通知》), pursuant to which, with regard to individual housing loan

businesses accepted and started after the printing and distribution of the document numbered Guo Ban Fa [2011]

No. 1, banking financial institutions shall implement in a strict manner the provisions regarding “a family

purchasing a second home with loans shall make a down payment of not less than 60% of the total purchase

price and be subject to a lending interest rate of no lower than 1.1 times the benchmark interest rate,” actively

cooperate with relevant departments to vigorously implement the policies of home purchase restrictions

formulated by local governments, and make effective interpretation and communication.

On September 24, 2015, the PBOC and the CBRC jointly issued the Notice on Issue Concerning Further

Improving the Differential Housing Credit Policies (《關於進一步完善差別化住房信貸有關問題的通知》),

which adjusted the minimum down payment ratio to 25%, for a commercial individual housing loan projected

for the household of a resident to purchase his or her first ordinary housing unit in cities where no purchase

limitations are imposed.

On September 29, 2014, the PBOC and the CBRC jointly issued the Notice of the People’s Bank of China

and the China Banking Regulatory Commission on Further Improving Housing Financial Services (《中國人民

銀行、中國銀行業監督管理委員會關於進一步做好住房金融服務工作的通知》). The Notice, among other

things, provides that:

The first installment payment for the first-time family buyer of an ordinary house with loan for

self-residential purposes shall be no lower than 30% of the purchase price, and the interests

payable on these loans shall not be less than 0.7 times of the benchmark interest rate of the

same kind and same term by the PBOC;

To the families who have bought a residential house by the loans and are applying for loans to

buy a second residential house or more residential houses, if these loans have been paid off,

follow the first-time family buyer policy described above.

Property Management

According to the Regulation on Property Management (《物業管理條例》) promulgated by the State

Council in June 2003 and effective in September 2003, and as amended in August 2007, February 2016 and

March 2018, respectively, the government implements a qualification scheme system in monitoring the property

service providers.

According to the Measures for the Administration of Qualifications of Property Management Enterprises (《物業管理企業資質管理辦法》) promulgated by the Ministry of Construction in March 2004, as amended in

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November 2007, a property service provider must apply for an assessment of its qualification by the relevant

qualification approval authority. A service provider that passes such a qualification assessment will typically be

issued a qualification certificate. No enterprise may engage in the provision of property management services

without completing a qualification assessment conducted by the relevant authority.

According to the Regulation on Property Management, “property management” includes security,

property maintenance, cleaning and other ancillary services. The operational management of the shopping malls

carried out by our Group is focused on the overall management of the operation of shopping malls, including

identifying the target customers and creating the image of the shopping malls, organizing the marketing

campaigns and overseeing the overall operation. As such, the operational management carried out by our Group

does not fall under the scope of the “Property management” as defined under Regulation on Property

Management and we are not required to obtain any qualification certificate for our operational management

business.

According to the MOFCOM Catalog, foreign investors are allowed to incorporate property management

enterprises in the nature of equity joint ventures, contractual joint ventures or wholly foreign owned enterprises.

After the Information Reporting Measures for Foreign Investment (《外商投資信息報告辦法》) came into

force on January 1, 2020, the foreign-invested property management enterprise shall submit an initial

information report through the enterprise registration system when registering for the establishment of the

foreign-invested enterprise.

Insurance

There is no mandatory provision under the PRC laws, regulations and government rules which require a

property developer to take out insurance policies for its real properties developments. According to the common

practice of the property industry in China, construction companies are usually required to submit insurance

proposals in the course of tendering and bidding for construction projects. Construction companies must pay for

the insurance premium at their own costs and take out insurance to cover their liabilities, such as third-party’s

liability risk, employer’s liability risk, risk of non-performance of contract in the course of construction and

other kinds of risks associated with the construction and installation works throughout the construction period.

The insurance coverage for all these risks typically ceases immediately after the completion and acceptance upon

inspection of construction.

Measures on Stabilizing Housing Price

Land supply

The Opinions on Housing Supply Structure and Stabilization of Property Prices (《關於調整住房供應結

構穩定住房價格的意見》) jointly promulgated by the Ministry of Construction, NDRC, PBOC and other

relevant PRC government authorities in May 2006, the Notice on Implementation of the State Council’s Certain

Opinions on Resolving Difficulties of Urban Low-income Families in Housing and Further Strengthening

Macro-control of Land Supply (《關於認真貫徹國務院〈關於解決城市低收入家庭住房困難的若干意見〉

進一步加強土地供應調控的通知》) promulgated by the Ministry of Land and Resource in September 2007,

and amended in December 2010 reiterate existing measures and introduced additional measures to further curb

rapid increases in property prices in large cities and to promote healthy development of the PRC property

market. These measures include:

requires that at least 70% of the land supply approved by a local government for residential

property development for any given year must be used for developing low-to-medium-cost and

small-to-medium-size units and low-cost rental properties;

requires that at least 70% of residential projects approved or constructed on or after June 1,

2006 must consist of units with a unit floor area of less than 90 square meters per unit and that

projects which have received approvals prior to this date but have not obtained construction

permits must adjust their planning in order to be in conformity with this new requirement,

except that municipalities under the direct administration of the PRC central government, such

as Beijing, Chongqing and Shanghai, provincial capitals and certain other cities may deviate

from such ratio under special circumstances upon approval from the Ministry of Construction.

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The Urgent Notice on Further Tightening Management on Use of Land for Real Estate and Stabilizing the

achievements of Macro-control on the Real Estate Market (《關於進一步嚴格房地產用地管理鞏固房地產市

場調控成果的緊急通知》) and the Notice on Further Regulating the Real Estate Market (《國務院辦公廳關

於進一步做好房地產市場調控工作的通知》) require to further increase the land supply for common

commodity housing.

Purchase limitations and financing policies of residential properties

The Circular on Facilitating the Stable and Healthy Development of Property Market (《關於促進房地

產市場平穩健康發展的通知》) promulgated by the General Office of the State Council in January 2010, the

Notice on Firmly Preventing Property Price from Increasing Too Quickly in Certain Cities (《關於堅決遏制部

分城市房價過快上漲的通知》) promulgated by the State Council in April 2010, the Notice on the Relevant

Issues Regarding the Improvement of Differential Mortgage Loan Policies (《關於完善差別化住房信貸政策

有關問題的通知》) jointly promulgated by the PBOC and the CBRC in September 2010, the Notice on

Promoting Housing Financial Services and Strengthening Risk Management (《關於做好住房金融服務加強風

險管理的通知》) promulgated by the CBRC in March 2011, the Notice on Further Promoting the Adjustment

and Control of Real Estate Market (《市政府關於進一步加強房地產市場調控工作的通知》) promulgated by

the Nanjing Municipal Government in November 2013, the Notice on Further Strengthening the Market Control

of Real Estate (《株洲市人民政府辦公室印發關於進一步做好房地產市場調控工作實施意見的通知》)

promulgated by the General Office of Zhuzhou People’s Government in March 2011, the Notice on Further

Strengthening the Market Control of Real Estate (《長沙市政府關於進一步做好房地產市場調控工作的通知

》) promulgated by the General Office of Changsha People’s Government in November 2013, the Notice on

Further Strengthening the Market Control of Real Estate (《關於進一步做好房地產市場調控工作》)

promulgated by the General Office of Nanjing Municipal People’s Government in February 2011, the Notice on

Further Strengthening Control of Real Estate Market of Nanjing Municipality (《南京市政府辦公廳關於進一

步加大我市房地產市場調控力度的通知》) promulgated by the General Office of Nanjing Municipal People’s

Government in October 2016, the Notice on Further Facilitating the Healthy and Stable Development of Real

Estate Market of Wuxi Municipality (《無錫市政府辦公室關於進一步促進房地產市場健康穩定發展的意見

》) promulgated by the General Office of Wuxi Municipal People’s Government in October 2016, and the

Notice on Further Regulating the Real Estate Market (《國務院辦公廳關於繼續做好房地產市場調控工作的

通知》) promulgated by the General Office of State Council in February 2013 adopt a series of measures to

strengthen and improve the regulation of the property market, stabilize market expectation and facilitate the

stable and healthy development of the property market. These include, among others, measures to increase the

supply of affordable housing and ordinary commodity housing, provide reasonable guidance for the purchase of

property, restrain speculation of properties, and strengthen risk prevention and market supervision as follows:

for the first-time home buyer, a down payment of at least 30% of the purchase price for an

ordinary housing with a GFA above 90 sq.m. and the interest rate shall not be less than 70% of

the relevant PBOC benchmark rate;

for the second-time home buyer, a down payment of at least 60% of the purchase price and the

interest rate shall not be less than 110% of the relevant PBOC benchmark rate.

According to the Circular on Regulating the Criteria for Identifying the Second Housing Unit in

Connection with Commercial Mortgage Loans (《關於規範商業性個人住房貸款中第二套住房認定標準的通

知》) jointly promulgated by the MOHURD, the PBOC and the CBRC in May 2010, in identifying the second

housing unit owned by an individual purchaser who is applying for a mortgage loan, the number of household

housing units shall be determined by taking into account all housing units owned by the family members of such

purchaser (including the purchaser and such purchaser’s spouse and children under the age of 18).

The Notice on the Relevant Issues regarding the Improvement of Differential Mortgage Loan Policies (《

關於完善差別化住房信貸政策有關問題的通知》) jointly promulgated by the PBOC and the CBRC in

September 2010 requires commercial banks to suspend the grant of loans to individuals for their purchase of

third or more residential properties. The notice further requires that all commercial banks to suspend the grant of

loans for the purchase of residential properties by non-residents who cannot provide evidence of payment of

local taxes or contribution to social insurance funds for more than one year.

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On March 11, 2011, the people’s governments of 34 cities, including Beijing, Shanghai, Guangzhou,

Tianjin, Nanjing, Chengdu, Wuxi, Qingdao, Hangzhou, Xi’an, Changzhou, Shenyang and Dalian, have

respectively promulgated local measures for restriction of housing purchases to implement the Notice on Further

Strengthening the Market Control of Real Estate.

According to the Notice on Further Regulating the Real Estate Market (《國務院辦公廳關於繼續做好

房地產市場調控工作的通知》) promulgated by the General Office of the State Council on February 26, 2013,

the purchase limitations of municipalities directly under the central government, cities specifically designated in

the state plan, and the capital city of each province should be further perfected. The purchase limitations shall be

applied to the newly-built and second-hand residential properties located in all administrative areas within such

city. The real property developers shall suspend sale of residential properties to the households without the

registered residential status and (i) owning one or more residences in the city, or (ii) failing to provide evidence

of payment of local taxes or contribution to local social insurance funds for a certain period. The qualification

review of a purchaser shall be completed before executing the purchase contract, and the developer shall

terminate the purchase contract with non-qualified purchasers. In addition, local branches of the PBOC in the

cities with a rapid increase in housing price are authorized to increase the down payment percentage and lending

interest rate based on the control target and policy requirements of newly-built housing price set forth by the

municipalities.

On September 29, 2014, the PBOC and the CBRC jointly issued the Notice of the People’s Bank of China

and the China Banking Regulatory Commission on Further Improving Housing Financial Services (《中國人民

銀行、中國銀行業監督管理委員會關於進一步做好住房金融服務工作的通知》).

The Notice, among other things, provides that:

The first installment payment for the first-time family buyer of an ordinary house with loan for

self-residential purposes shall be no lower than 30% of the purchase price, and the interests

payable on these loans shall not be less than 0.7 times of the benchmark interest rate of the

same kind and same term by the PBOC;

To the families who have bought a residential house by the loans and are applying for loans to

buy a second residential house or more residential houses, if these loans have been paid off,

follow the first-time family buyer policy described above.

Taxes on sale of residential properties

Pursuant to Notice of Deed Tax on the Adjustment of Real Estate Transactions and Personal Income Tax

Preferential Policies (《關於調整房地產交易環節契稅個人所得稅優惠政策的通知》), promulgated by the

Ministry of Finance, the SAT and the MOHURD jointly in September 2010, the deed tax rate is reduced to 1.0%

for individuals who purchase ordinary residential properties with a GFA less than 90 sq.m. and as the family’s

sole property.

Purchase limitations of foreign investors

According to the Opinion on Standardizing the Access and Administration of Foreign Investment in the

Real Estate Market (《關於規範房地產市場外資准入和管理的意見》, the “Opinion 171”) jointly

promulgated by the Ministry of Construction, MOFCOM, NDRC, PBOC, SAIC and SAFE in July 2006, the

Circular on Adjusting Policies on Admittance and Administration of Foreign Investment in Real Estate (關於調

整房地產市場外資准入和管理有關政策的通知) jointly promulgated by the MOHURD, MOFCOM, NDRC,

PBOC, SAIC and SAFE on August 19, 2015, and the Notice in Respect of Foreign Exchange Issues in the Real

Estate Market (《關於規範房地產市場外匯管理有關問題的通知》, “Notice 47”) promulgated by SAFE and

the Ministry of Construction in September 2006 and amended in May 2015, an overseas entity or individual

investing in real properties in China which are not for its own use must apply for the establishment of a foreign-

invested real properties enterprise (the “FIREE”) and may only conduct operations within the authorized

business scope. Those regulations attempt to impose additional restrictions on the establishment and operation of

FIREE by limiting the tenure of approval certificates and business licenses to one year periods, restricting the

transfer of equity interests in a FIREE or its projects and prohibiting the borrowing of money from domestic or

foreign lenders where the land use right ownership certificate has not been obtained.

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Impact of the PRC Government Austerity Measures

The austerity measures imposed by the PRC government on the PRC property market to stabilize the

property price as described above, based on their nature, mainly include the following:

Restrictions on speculation activities of real estate developers

These policies mainly include the Notice on Financially Promoting the Saving and Intensification of Use

of Land (《關於金融促進節約集約用地的通知》) promulgated by the PBOC and the CBRC in July 2008, the

Circular on Facilitating the Stable and Healthy Development of Property Market (《關於促進房地產市場平穩

健康發展的通知》) promulgated by the General Office of the State Council in January 2010, the Notice on

Further Strengthening Control and Regulation of Land and Construction of Property Development (《關於進一

步加強房地產用地和建設管理調控的通知》) promulgated by the MLR and the MOHURD in September

2010, the Notice on Relevant Issues Regarding the Improvement of Differential Mortgage Loan Policies (《關於

完善差別化住房信貸政策有關問題的通知》) promulgated by the PBOC and the CBRC in September 2010

and the Notice on Further Regulating the Real Estate Market (《國務院辦公廳關於進一步做好房地產市場調

控工作有關問題的通知》) promulgated by the General Office of State Council in January 2011.

As advised by JunHe LLP, these policies aim to control the speculation activities of the real estate

developers by limiting their access to bank facilities, participation in land bidding, as well as forfeiting their idle

land.

We have not been deemed by the authorities as holding any idle land and we have fully paid the land

grant consideration in a timely manner according to the land use right grant contracts. Furthermore, we have duly

obtained the construction permits for our existing projects and commenced the construction in a timely manner

according to the relevant laws and regulations. Based on the above, our directors are of the view that we are not

subject to the restrictive measures set forth under such policies.

Limitations on financing land grant consideration payment

These policies mainly include the Notice on Further Enhancing the Revenue and Expenditure Control

over Land Grand (《關於進一步加強土地出讓收支管理的通知》) promulgated by the Ministry of Finance,

the MLR, the PBOC, the PRC Ministry of Supervision and the PRC National Audit Office in November 2009

and the Notice on Issues Related to Strengthening Real Estate Supply and Supervision (《MLR in March 2010.

關於加強房地產用地供應和監管有關問題的通知》) promulgated by the MLR in March 2010.

As advised by JunHe LLP, these policies require real estate developers to fulfill their obligations within a

shorter period of time, which, in turn, impose a heavier financial burden on them for the payments of land grant

consideration to finance their existing projects or future land acquisition.

We have not been deemed by the authorities as holding delay in the payments of land grant consideration.

Furthermore, apart from banking facilities, we have various other sources of funding for our development

projects include pre-sale/sale proceeds from our projects and other internal funds. Based on the above, the

directors are of the view that, despite the unforeseeable circumstance and based on the current development plan,

we can obtain sufficient working capital to support our existing projects and future land acquisition.

Restrictions on speculation activities of residential properties buyers

These policies mainly include the Circular on Facilitating the Stable and Healthy Development of

Property Market (《關於促進房地產市場平穩健康發展的通知》) promulgated by the General Office of the

State Council in January 2010, the Notice of Firmly Curbing Housing Price in Certain Cities (《國務院關於堅

決遏制部分城市房價過快上漲的通知》) promulgated by the State Council in April 2010 and the Notice on

Relevant Issues Regarding the Improvement of Differential Mortgage Loan Policies (《關於完善差別化住房信

貸政策有關問題的通知》) promulgated by the PBOC and the CBRC in September 2010.

Furthermore, according to the Implementation Opinion of Further Promoting the Adjustment and Control

of Real Estate Market (《關於進一步做好房地產市場調控工作的通知》) promulgated by the General Office

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of the Nanjing Municipal Government in February 2011, each family, which already owns one property with its

registered permanent resident status in Nanjing is only allowed to purchase one more property. However, there is

no policy in restricting the number of properties which each family can purchase in Yangzhou and Zhuzhou.

According to the Implementation Opinion of Further Promoting the Adjustment and Control of Real

Estate Market (《關於進一步做好房地產市場調控工作的通知》, the “Notice 17”) promulgated by the

General Office of the Nanjing Municipal Government in February 2011, a developer shall: (i) file the selling

price for each residential property in the project when applying for the pre-sale permit for the project; (ii) pre-sell

the residential properties in strict accordance with the filed prices without any increase in the selling prices

within 3 months from the commencement of the pre-sale (but there is no restriction on any price reduction); and

(iii) re-file the selling prices when increasing the filed prices after 3 months from the commencement of the pre-

sale.

To further implement the Notice 17, the Nanjing Municipal Government promulgated the Notice on

Further Promoting the Adjustment and Control of Real Estate Market (《市政府關於進一步加強房地產市場

調控工作的通知》) in November 2013, the issuance of pre-sale permits shall be suspended, (i) if the developer

quotes unreasonable price in pre-sale plan and refuses the guidance of pricing department or housing and

construction department; or (ii) no pre-sale funds supervision system is adopted by the project. The General

Office of Nanjing Municipal People’s Government promulgated the Notice on the Announcement of Nanjing

2013 Annual New Commodity Housing Price Control Target (《關於公佈南京市 2013 年度新建商品住房價

格控制目標的通知》) (the “Notice Y2013”) in March 2013, setting out the principle of price control target for

Nanjing in 2013 as follow: the increase in selling price for new commodity housing in 2013 shall be lower than

the actual increase in the per capita disposable income of urban households.

According to the Notice on Further Strengthening the Market Control of Real Estate (《長沙市政府關於

進一步做好房地產市場調控工作的通知》) promulgated by the General Office of Changsha People’s

Government in November 2013, in order to restrain unreasonable housing demands, the down payment ratio for

the family purchasing the second newly built commodity house in main urban areas with loan shall be increased.

According to the Notice on Further Strengthening the Market Control of Real Estate (《株洲市人民政府辦公廳

印發關於進一步做好房地產市場調控工作實施意見的通知》) promulgated by the General Office of

Zhuzhou People’s Government in March 2011, for the family purchasing the second house with loan, the down

payment ratio shall not be lower than 60%, and the loan interest shall not be lower than 1.1 times of the

benchmark interest rate.

On February 26, 2013, the General Office of the State Council issued the Notice on Further Regulating

the Real Estate Market (《國務院辦公廳關於繼續做好房地產市場調控工作的通知》), pursuant to which,

local governments shall improve the working mechanism for stabilizing housing prices, control the speculation

activities of residential properties buyers, increase the land supply and accelerate the supply of affordable

housing. Specifically, (i) all municipalities directly under the central government, specifically designated in the

state plan, and the capital city of each province (except Lhasa) shall set forth annual new housing price control

target following the principle of stabilizing housing price, and publish the same by first quarter of 2013; they

shall also formulate review and accountability system with respect to housing price stabilization; (ii) the land

supply of 2013 for common commodity housing shall be increased and shall not be less than the average level of

the past five years, and local real estate authorities shall include the construction requirements of common

commodity housing in the land grant contract with respect to number of units, floor area, facilities and public

utilities and commencement/completion date; (iii) all cities shall accelerate the supply of affordable housing and

strictly enforce the qualification review system to ensure fair allocation among families with low incomes; and

(iv) all cities shall reinforce the administration of pre-sale of commercial properties and strictly enforce the

regulations on clear pricing of commercial property.

According to the Notice on Matters Relating to Strengthening the Administration and Regulation of

Recent Housing and Land Supply jointly promulgated by the MOHURD and the MLR on April 1, 2017 (《住房

城鄉建設部、國土資源部關於加強近期住房及用地供應管理和調控有關工作的通知》), the cities that have

prominent contradictions between housing supply and demand, or have huge pressure of housing price rise, shall

reasonably increase the supply scale of residential land, especially the general commodity housing land, and all

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locations shall establish the review system for the purchase fund, and ensure that the real estate development

enterprises use their own compliant funds to purchase land.

As advised by JunHe LLP, these policies intend to curb the rapidly increasing property price in the PRC

by limiting the number of properties which each family can hold, restricting the banking facilities available to

the purchasers for speculation purpose and charging higher tax rate on property transactions. JunHe LLP,

advised that such policy would only have impact on our residential projects.

We believe that the majority of our target customers are purchasers for necessity purposes. As such, we

do not expect these policies to have material impacts on our potential customers. In addition, the purchasers have

access to other sources of funding, including housing provident fund loan. Our directors further confirm that, we

did not encounter any material decrease in the selling prices of its properties due to the implementation of the

austerity measures by the PRC Government.

Encouragement by the PRC Government in the purchase of small size units and construction of

affordable housing

These policies mainly include the Notice of Deed Tax on the Adjustment of Real Estate Transactions and

Personal Income Tax Preferential Policies (《關於調整房地產交易環節契稅個人所得稅優惠政策的通知》)

promulgated by the Ministry of Finance, the SAT and the MOHURD in September 2010.

As advised by JunHe LLP, these policies intend to encourage buyers to purchase real properties of a

smaller size. On the other hand, in order to ensure the living standard of the Chinese people, the PRC

government plans to construct more residential properties that will be affordable to families with low incomes,

which would lead to an increase in the supply of such properties.

In view of such policies, we have designated and will designate a portion of our residential property

development projects for the development of residential properties with a unit floor area less than 90 sq. m. For

our residential property development, we will continue to focus on small to medium-sized ordinary commodity

houses, which tends to be encouraged by the PRC government. On these bases, our directors are of the view that

these policies did not and would not have any material adverse impact on our business operations. However, it is

difficult to ascertain the full extent of the impact of these measures on the performance of our Group or to

accurately estimate the sales volume and turnover of our Group have been as if such measures had not been

introduced. We had not experienced any material cancellation of sales during the three years ended December

31, 2012.

Cross-border RMB Investment

The principal legal provisions governing cross-border foreign direct investment in RMB are set forth in

the MOFCOM RMB FDI Circular (《商務部公告 2013 年第 87 號－關於跨境人民幣直接投資有關問題的公

告》), which was promulgated in December 2013 and became effective in January 2014, the PBOC RMB FDI

Measures, which were promulgated and became effective in October 2011 and amended in June 2015, the SAFE

Circular, which was promulgated and became effective in April 2011, Notice on Further Improving and

Adjusting the Direct Investment Foreign Exchange Administration Policies (《關於進一步改進和調整直接投

資外匯管理政策的通知》), which was promulgated and became effective in November 2012 and amended in

May 2015 , October 2018 and December 2019, and Notice on Clarifying the Detailed Operating Rules for RMB

Settlement of Foreign Direct Investment (《關於明確外商直接投資人民幣結算業務操作細則的通知》),

which was promulgated and became effective in June 2012, and amended in June 2015.

The MOFCOM RMB FDI Circular

Pursuant to the MOFCOM RMB FDI Circular, “cross-border direct investment in RMB” refers to direct

investment activities in China carried out by foreign investors (including Hong Kong, Macao and Taiwan

Region) with offshore RMB which was legally obtained.

Cross-border direct investments in RMB and re-investments of the foreign invested enterprises shall

comply with the requirements of laws and regulations on foreign investments and observe the relevant provisions

for the industrial policies on foreign investments, review over the security of mergers and acquisitions by foreign

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investors, and anti-monopoly review. Cross-border direct investments in RMB shall not, within China, be

directly or indirectly made into negotiable securities, financial derivatives or used in entrusted loans, except for

participation in the strategic investment in domestic listed companies in accordance with the Administrative

Measures for the Strategic Investments of Foreign Investors into Listed Companies (《外國投資者對上市公司

戰略投資管理辦法》).

If foreign investors apply for changing the original contribution currency from a certain foreign currency

to RMB, the foreign investors shall go through procedures including registration, opening account, funds transfer

with relevant banks. However, approvals for amendment of joint venture contracts or articles of association are

not required. If foreign investors propose to make cross-border direct investments in RMB with RMB funds

obtained from (i) the dividends paid by the foreign invested enterprises in China but having not been remitted

outside China, or (ii) from the gains from share transfer, capital reduction, liquidation, advance recovery of

investments, the foreign investors shall follow the currently applicable regulations.

The PBOC RMB FDI Measures

In handling the settlement of foreign direct investments in RMB, foreign investors may apply to open a

RMB bank settlement account for a foreign institution. The types of RMB bank settlement account include the

special deposit account for upfront RMB expenses and the special deposit account for RMB reinvestment. The

payment of upfront expenses to the domestic RMB bank settlement accounts are subject to examination and

verification by the bank of the letter of payment order, the description for the purposes of funds, the letter of

commitments for the use of funds and other materials submitted by foreign investors. A foreign invested

enterprise may open the special deposit account for RMB reinvestment in accordance with relevant provisions.

The types of special deposit account for RMB reinvestment include the special deposit account for RMB capital

funds, the special deposit account for acquisition in RMB and the special deposit account for RMB equity

transfer consideration. The banks shall not handle the external payment of RMB capital funds through the special

deposit account for RMB capital funds which has not completed the capital verification procedure.

As for the arrangement of offshore loan in RMB, the foreign invested enterprises shall apply to open a

general RMB deposit account to deposit RMB funds borrowed offshore. The banks shall examine the

authenticity and compliance of the use of the borrowed RMB funds by foreign invested enterprises and supervise

the foreign invested enterprises in legally using RMB funds. In the course of handling the settlement business,

the banks shall examine and verify the letter of payment order, the certificate for the purpose of funds and other

materials provided by the enterprises.

A foreign invested enterprise (including one newly established or established through merger or

acquisition) shall apply for enterprise information registration to the branch of the People’s Bank of China at its

place of registration. In case of material change of the foreign invested enterprise, it shall, after making change

registration or filing with the administration for industry and commerce, report the aforesaid change to the

branch of the People’s Bank of China at its place of registration.

The SAFE Circular

Pursuant to the SAFE Circular, foreign investors who fulfill the contribution obligation in cross-border

RMB or pay equity transfer consideration to domestic residents, the target enterprise shall present materials

including the approval of commerce administrative authority for making contribution or paying consideration for

equity transfer in RMB and apply for foreign investment enterprise registration or alteration registration with the

local administration of foreign exchange.

Foreign investors who are in need to pay initial funds (including funds of acquisition nature, expenses

nature and guarantee nature) in cross-border RMB prior to establishing the foreign investment enterprise shall

apply for registration for initial expenses amount in cross-border RMB with the local administration of foreign

exchange.

When domestic institutions borrow RMB foreign debt, the operation shall be carried out pursuant to

existing foreign debt administrative regulations in principle. Domestic institutions borrow RMB foreign debt

through inward remittance and collection of cross-border RMB are not required to apply to the local

administration of foreign exchange for opening a special account for foreign debt with regard to such foreign

debt.

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Notice on Further Improving and Adjusting the Direct Investment Foreign Exchange Administration

Policies (《關於進一步改進和調整直接投資外匯管理政策的通知》)

Pursuant to the Notice on Further Improving and Adjusting the Direct Investment Foreign Exchange

Administration Policies, where the foreign invested company increases registered capital, it shall apply for

change of foreign exchange registration. Upon receipt of the cross-border RMB capital contribution remitted by

the foreign investor, the foreign invested company shall apply for confirmation and registration of capital

contribution through the accounting firm with the local foreign exchange bureau. The accounting firm shall

submit the electronic application form through the relevant operation system of the administration of foreign

exchange and obtain its confirmation of capital contribution. The foreign investors shall not remit incomes from

reduction of capitals, liquidation and early recovery of investment gains, or reinvest domestically, until the

foreign invested company has completed the confirmation and registration of capital contribution.

Notice on Clarifying the Detailed Operating Rules for RMB Settlement of Foreign Direct Investment (《關於明確外商直接投資人民幣結算業務操作細則的通知》)

Pursuant to Notice on Clarifying the Detailed Operating Rules for RMB Settlement of Foreign Direct

Investment, A foreign investor shall open a RMB-denominated basic deposit account, special deposit account

and general deposit account applicable to foreign institutions. The scope of revenue and expenditure of the RMB

special deposit accounts for upfront expenses and the RMB special deposit accounts for reinvestment opened by

foreign investors shall be governed by relevant provisions of the PBOC. A foreign investor shall not use the

funds in its RMB special deposit account for upfront expenses for land bidding, auction or listing transactions or

for purchase of real properties.

Where an existing foreign-invested enterprise increases its registered capital, it shall open a RMB special

deposit account for capital with a Bank at its registration place by presenting the approval documents on change

of registered capital as issued by the relevant competent commerce department. The cumulative amount of

credits extended under a RMB special deposit account for capital of a foreign-invested enterprise shall not

exceed the amount indicated on the approval or record-filing documents of relevant State departments.

Where a foreign investor sets up a foreign-invested enterprise by merging with or acquiring a domestic

enterprise with RMB, the Chinese shareholders of the merged or acquired domestic enterprise shall each open a

RMB special deposit account for merger and acquisition (“M&A”) by presenting the approval documents on

establishment of the foreign-invested enterprise as issued by the relevant competent commerce department.

Where a foreign investor pays the Chinese shareholders of a domestic foreign-invested enterprise the

consideration for equity transfer in RMB, the Chinese shareholders shall each open a RMB special deposit

account for equity transfer by presenting the approval documents on equity change as issued by the relevant

competent commerce department.

Environmental Protection

The laws and regulations governing environmental protection with respect to real properties development

in China include the PRC Environmental Protection Law (《中華人民共和國環境保護法》), the PRC

Prevention and Control of Noise Pollution Law (《中華人民共和國環境噪聲污染防治法》), the PRC

Environmental Impact Assessment Law (《中華人民共和國環境影響評價法》) and the PRC Administrative

Regulations on Environmental Protection for Development Projects (《中華人民共和國建設項目環境保護管

理條例》). According to these laws and regulations, depending on the impact of the project on the environment,

an environmental impact report, an environmental impact analysis table or an environmental impact registration

form must be submitted by a developer before the relevant authorities grant approval for the commencement of

construction. In addition, upon completion of the property development, the relevant environmental authorities

will typically also inspect the property to ensure compliance with the applicable environmental protection

standards and regulations before the property can be delivered to the purchasers.

THE NDRC CIRCULAR ON THE FILINGS AND REGISTRATIONS OF FOREIGN DEBTS

On September 14, 2015, the NDRC issued the Circular on Promoting the Administrative Reform of the

Filing and Registration System for the Issuance of Foreign Debts by Enterprises (Fa Gai Wai Zi [2015] No.2044)

(《國家發展改革委關於推進企業發行外債備案登記制管理改革的通知》) (the “Circular 2044”), which

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became effective on the same day. In order to encourage the use of low-cost capital from the international capital

markets in promoting investment in and steady growth of the PRC economy and to facilitate cross-border

financing, Circular 2044 abolishes the case-by-case quota review and approval system for the issuance of foreign

debts by PRC enterprises and sets forth the following measures to promote the administrative reform of the

issuance of foreign debts by PRC enterprises or overseas enterprises and branches controlled by PRC enterprises:

steadily promote the administrative reform of the filing and registration system for the issuance

of foreign debts by enterprises;

increase the size of foreign debts issued by enterprises, and support the transformation and

upgrading of key sectors and industries;

simplify the filing and registration of the issuance of foreign debts by enterprises; and

strengthen the supervision during and after the process to prevent risks.

For the purposes of Circular 2044, “foreign debts” means RMB-denominated or foreign currency-

denominated debt instruments with a maturity of one year or above which are issued offshore by PRC enterprises

and their controlled offshore enterprises or branches and for which the principal and interest are repaid as agreed,

including offshore bonds and long-term and medium-term international commercial loans, etc. According to this

definition, offshore bonds issued by both PRC enterprises and their controlled offshore enterprises or branches

shall be regulated by Circular 2044.

Pursuant to Circular 2044, an enterprise shall (i) apply to the NDRC for the filing and registration

procedures prior to the issuance of foreign debts; and (ii) report the information on the issuance of foreign debts

to NDRC within 10 business days after the completion of each issuance. The application package shall include

an application report and an issuance plan, setting out details such as the currency, size, interest rate, term, use of

proceeds and remittance details of the foreign debts. The NDRC shall decide whether to accept an application

within five business days of receipt and shall issue a Certificate for Filing and Registration of the Issuance of

Foreign Debts by Enterprises within seven business days upon accepting the application.

To issue foreign debts, an enterprise shall meet the following basic conditions:

good credit history with no default in its issued bonds or other debts;

sound corporate governance and risk prevention and control mechanisms for foreign debts; and

good credit standing and relatively strong capability to repay its debts.

Pursuant to Circular 2044, the NDRC shall control the overall size of foreign debts that can be raised by

PRC enterprises and their controlled overseas branches or enterprises. Based on trends in the international capital

markets, the needs of the PRC economy and social development and the PRC enterprises’ capacity to absorb

foreign debts, the NDRC shall reasonably determine the overall size of foreign debts and guide the funds toward

key industries, key sectors, and key projects encouraged by the State, and effectively support the development of

the real economy. When the limit of the overall size of foreign debts has been exceeded, the NDRC shall make a

public announcement and shall no longer accept applications for filing and registration.

According to Circular 2044, the proceeds so raised may be used onshore or offshore according to the

actual needs of the enterprises, but priority shall be given to supporting the investment in major construction

projects and key sectors, such as “One Belt and One Road,” the coordinated development of Beijing, Tianjin,

and Hebei province, the Yangtze River Economic Belt, international cooperation on production capacity, and the

manufacturing of equipment.

The NDRC is interpreting a broader application of Circular 2044 in practice such that this offering falls

under Circular 2044. The Issuer has applied for and received the Certificate for Filing and Registration of the

Issuance of Foreign Debts by Enterprises for the purpose of this offering on February 3, 2019.

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PRC TAXATION

Because we are not incorporated in the PRC, your investment in our shares is largely exempt from PRC

tax laws unless we are treated as “resident enterprise” for PRC tax purposes. However, because we carry out our

PRC business operations through operating subsidiaries and joint ventures organized under the PRC law, our

PRC operations and our operating subsidiaries and joint ventures in mainland China are subject to PRC tax laws

and regulations, which indirectly affect your investment in our shares.

Dividends from Our PRC Operations

According to the PRC tax laws effective prior to January 1, 2008, dividends paid by our PRC subsidiaries

or joint ventures to us were exempt from PRC income tax. However, according to the PRC Enterprise Income

Tax Law (《中華人民共和國企業所得稅法》) (the “EIT Law”) and its implementation rules that became

effective on January 1, 2008 and was amended in February 2017 and December 2018, dividends payable by

foreign invested enterprises, such as subsidiaries and joint ventures in the PRC, to their foreign investors are

subject to a withholding tax at a rate of 10% unless any lower treaty rate is applicable.

According to the EIT Law and its implementation rules that become effective on January 1, 2008,

enterprises established under the laws of foreign jurisdictions but whose “de facto management body” is located

in the PRC are treated as “resident enterprises” for PRC tax purposes, and will be subject to PRC income tax on

their worldwide income. For such PRC tax purposes, dividends from PRC subsidiaries to their PRC resident

enterprise shareholders are excluded from such taxable worldwide income. According to the implementation

rules of the EIT Law, “de facto management bodies” is defined as the bodies that have material and overall

management control over the business, personnel, accounts and properties of an enterprise. Because this tax law

is new and its implementation rules are newly promulgated, there is uncertainty as to how this new law and its

implementation rules will be interpreted or implemented by relevant tax bureaus.

Our Operations in the PRC

Our subsidiaries through which we conduct our business operations in the PRC are subject to PRC tax

laws and regulations.

Deed Tax

According to the PRC Interim Regulation on Deed Tax (《中華人民共和國契稅暫行條例》), a deed

tax is chargeable to transferees of land use right and/or ownership in real properties within the PRC. These

taxable transfers include: (i) grant of land use right; (ii) sale, gift and exchange of land use right, other than

transfer of right to manage “rural collective land (i.e. the land located in rural area and collectively owned by

farmers);” and (iii) sale, gift and exchange of real properties.

The deed tax rate is between 3% and 5% and is subject to determination by local governments at the

provincial level in light of local conditions.

Enterprise Income Tax

According to the EIT Law implemented in January 2008, a unified rate of EIT is set at 25% for both

domestic enterprises and foreign-invested enterprises.

In addition, according to the EIT Law, enterprises established under the laws of jurisdictions outside

China with their “de facto management bodies” located within mainland China may be considered PRC resident

enterprises and therefore subject to PRC enterprises income tax at the rate of 25% on their worldwide income.

The EIT Law and its implementation rules provide that “de facto management body” of an enterprise is the

organization that exercises substantial and overall management and control over the production, employees, and

books of accounts and properties of the enterprise.

The Notice on the Measure Dealing with Income Tax of Enterprise Engaged in Real Estate Development

(《房地產開發經營業務企業所得稅處理辦法》) promulgated by the SAT promulgated in March 2009 and

retroactively effective in January 2008, and amended in June 2018 specifically stipulates the rules regarding tax

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treatment of income, cost deduction, verification of tax cost and certain item with respect to the real properties

development enterprise according to the EIT Law and its implementation rules.

According to Announcement on Issuing the Measures for the Administration of Non-Resident Taxpayers’

Enjoyment of the Treatment under Tax Agreements (《關於發布《非居民納稅人享受協定待遇管理辦法》的

公告》) promulgated by the SAT in October 2019 and effective in January 2020, prior submission of the

Information Reporting Form of Non-Resident Taxpayers’ Enjoyment of the Treatment to the relevant tax

authorities are required before a non-resident taxpayer may enjoy benefits under the relevant taxation treaties.

According to the Notice on the Confirmation of Completion Conditions for Development of Products by

Property Development Enterprises (《關於房地產開發企業開發產品完工條件確認問題的通知》)

promulgated by SAT in May 2010, a property will be deemed as completed where its delivery procedure

(including move-in procedures) have commenced or when the property is in fact put into use. Property

developers must conduct the settlement of cost in time and calculate the amount of corporate income tax for the

current year.

VAT

On March 23, 2016, the MOF and the State Administration of Taxation jointly issued the “Notice on

Overall Implementation of the Pilot Program of Replacing Business Tax with Value-added Tax” (《財政部、國

家稅務總局關於全面推開營業稅改徵增值稅試點的通知》), under which the business tax was totally

replaced by value-added tax in an All-round Manner. In particular, the provision of services in transportation,

construction or real property lease, the sale of real property are subject to the rate of 11%; the provision of

advisement and other modern services are subject to the rate of 6%.

LAT

According to the PRC Interim Regulation on LAT (《中華人民共和國土地增值稅暫行條例》)

implemented in January 1994, as amended on January 2011 and its implementation rules of 1995, the LAT

applies to both domestic and foreign investors in real properties in the PRC. The tax is payable by a taxpayer on

the capital gains from the transfer of land use right, buildings or other facilities on such land, after deducting

“deductible items” that include the following:

payments made to acquire land use right;

costs and charges incurred in connection with land development;

construction costs and charges in the case of newly constructed buildings and facilities;

assessed value in the case of old buildings and facilities;

taxes paid or payable in connection with the transfer of the land use right, buildings or other

facilities on such land; and

other items allowed by the Ministry of Finance.

Where the taxpayer is developing a project, the applicable tax is payable at the end of the project when

either the whole project is sold or when all the land use right is sold.

The tax rate is progressive and ranges from 30% to 60% of the gain, as follows:

Appreciation Value Tax Rate

Portion not exceeding 50% of deductible items ................................................................................................... 30%

Portion over 50% but not more than 100% of deductible items ........................................................................... 40%

Portion over 100% but not more than 200% of deductible items ......................................................................... 50%

Portion over 200% of deductible items ................................................................................................................ 60%

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An exemption from LAT is available in the following cases:

Taxpayers constructing ordinary residential properties for sale (i.e. the residences built in

accordance with the local standard for residential properties used by the general population,

excluding deluxe apartments, villas, resorts and other high-end premises), where the

appreciation amount does not exceed 20% of the sum of deductible items;

Real properties taken over and repossessed according to laws due to the construction

requirements of the state; and

Due to redeployment of work or improvement of living standards, transfers by individuals of

residential properties for their own use, with a residency period for their own use of five years

or longer and with tax authorities’ approval.

According to a notice promulgated by the Ministry of Finance in January 1995, the LAT regulation does

not apply to the following transfers of land use right:

real properties transfer contracts executed before January 1, 1994; and

first time transfers of land use right and/or premises and buildings during the five years

commencing on January 1, 1994 if the land grant contracts were executed or the development

projects were approved before January 1, 1994 and the capital has been injected for the

development in compliance with the relevant regulations.

After the enactment of the LAT regulations and the implementation rules in 1994 and 1995, respectively,

due to the long period typically required for real properties construction and transfers, many jurisdictions, while

implementing these regulations and rules, did not require real properties development enterprises to declare and

pay the LAT. Therefore, in order to assist the local tax authorities in the collection of LAT, the Ministry of

Finance, the SAT, the Ministry of Construction and the State Land Administration Bureau issued several notices

to reiterate that, after the assignments are signed, taxpayers must declare the tax to the relevant local tax

authorities and pay the LAT as calculated by these authorities and within the prescribed time period required.

The real properties administration authority will not process title change procedures and will not issue the

property ownership certificates to parties unable to provide evidence of paying LAT or an exemption from LAT.

According to the Notice regarding the Serious Handling of Administration Work in relation to the

Collection of Land Value-added Tax (《關於認真做好土地增值稅徵收管理工作的通知》) promulgated by

the SAT in July 2002, the preferential policy of LAT exemption has expired and, accordingly, such tax will be

levied on the initial transfer of properties under property development contracts signed before January 1, 1994,

or project proposals that have been approved where capital was injected for development.

The Notice on the Administration of the Settlement of Land Appreciation Tax of Property Development

Enterprises (《關於房地產開發企業土地增值稅清算管理有關問題通知》) promulgated by the SAT in

December 2006 and effective in February 2007 and amended in June 2018 requires settlement of LAT liabilities

by real estate developers. Provincial tax authorities are authorized to formulate their implementation rules

according to the notice and their local circumstances.

To further strengthen LAT collection, based on the Rules on the Administration of the Settlement of Land

Appreciation Tax (《土地增值稅清算管理規程》) promulgated by the SAT in May 2009 and effective in June

2009, the SAT issued the Notice on Issues Regarding Land Appreciation Tax Settlement (《關於土地增值稅清

算有關問題的通知》) in May 2010 to provide further clarifications and guidelines on LAT settlement, revenue

recognition, deductible expenses, timing of assessment and other related issues.

According to the Notice on Strengthening the Collection Land Appreciation Tax (《關於加強土地增值

稅徵管工作的通知》) promulgated by the SAT in May 2010, it provides for a minimum LAT prepayment rate

at 2% for provinces in eastern China region, 1.5% for provinces in the central and northeastern China regions,

and 1% for provinces in the western China regions.

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Urban Land Use Tax

According to the PRC Interim Regulations on Land Use Tax in respect of Urban Land (《中華人民共和

國城鎮土地使用稅暫行條例》) promulgated by the State Council in September 1988 and amended in January

2007, January 2011, December 2013 and March 2019, the land use tax in respect of urban land is levied

according to the area of relevant land. The annual tax on urban land was between RMB1.5 and RMB30 per sq.m.

An amendment by the State Council in December 2006 changed the annual tax rate to between RMB0.6 and

RMB30 per square meter of urban land.

Buildings Tax

According to the PRC Interim Regulations on Buildings Tax (《中華人民共和國房產稅暫行條例》)

promulgated by the State Council in September 1986, and amended in January 2011, a building tax applicable to

domestic enterprises at a rate of 1.2% if it is calculated on the basis of the residual value of a building and 12%

on the basis of the rent. The following categories of buildings are exempt from the building tax:

buildings owned by governmental agencies, people’s organizations and the armed forces for

their own use;

buildings of institutions funded by State finance departments, for an institution’s own use;

religious temples, shrines’ parks and places of historic and scenic beauty;

buildings owned by individuals for non-business use; and

other buildings allowed by the Ministry of Finance.

According to the Notice on Issues Relating to Assessment of Buildings Tax against Foreign-invested

Enterprises and Foreign Individuals (《關於對外資企業及外籍個人徵收房產稅有關問題的通知》)

promulgated by the Ministry of Finance and the SAT in January 2009, the building tax on foreign-invested

enterprises, foreign enterprises and foreign individuals at the same rate as for domestic enterprise.

Stamp Duty

According to the PRC Interim Regulations on Stamp Duty (《中華人民共和國印花稅暫行條例》)

promulgated by the State Council in August 1988 and amended in January 2011, property transfer instruments,

including those in respect of property ownership transfers, are subject to stamp duty at a rate of 0.05% of the

amount stated therein.

Municipal Maintenance Tax

According to the PRC Interim Regulations on Municipal Maintenance Tax (《中華人民共和國城市維護

建設稅暫行條例》) promulgated by the State Council in 1985 and amended in January 2011, a taxpayer of

product tax, value added tax or business tax is required to pay a municipal maintenance tax calculated on the

basis of product tax, value-added tax and business tax. The tax rate is 7% for a taxpayer in an urban area, 5% in a

county or a town, and 1% for a taxpayer not in any urban county or town.

According to the Notice on Relevant Issues of Imposition of Municipal Maintenance and Education

Surcharge on Foreign-invested Enterprises promulgated by the Ministry of Finance and the SAT (《財政部、國

家稅務總局關於對外資企業徵收城市維護建設稅和教育費附加有關問題的通知》) promulgated by the

Ministry of Finance and the SAT in November 2010 and effective in December 2010, and amended in January

2011, foreign-invested enterprises must pay municipal maintenance tax on any value-added tax, consumption tax

and business tax incurred on or after December 1, 2010. However, foreign-invested enterprises will be exempted

from municipal maintenance tax on any value-added tax, consumption tax and business tax incurred before

December 1, 2010.

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Education Surcharge

According to the Interim Provisions on Imposition of Education Surcharge (《徵收教育費附加的暫行稅

規定》) promulgated by the State Council in April 1986 and amended in June 1990, August 2005 and January

2011, any taxpayer of value-added tax, business tax or consumption tax is liable for an education surcharge,

unless such taxpayer is required to pay a rural area education surcharge as provided by the Notice of the State

Council on Raising Funds for Schools in Rural Areas (《國務院關於籌措農村學校辦學經費的通知》). The

Education Surcharge rate is 3% calculated on the basis of consumption tax, value-added tax and business tax.

According to the Supplementary Circular Concerning Imposition of Education Surcharge promulgated by the

State Council (《國務院關於教育費附加徵收問題的補充通知》) in October 1994, the education surcharge is

currently not applicable to foreign-invested enterprises.

According to the Notice on Relevant Issues of Imposition of Municipal Maintenance and Education

Surcharge on Foreign-invested Enterprises (《關於對外資企業徵收城市維護建設稅和教育費附加有關問題

的通知》), foreign-invested enterprises must pay an education surcharge on any value-added tax, consumption

tax and business tax incurred on or after December 1, 2010. However, foreign-invested enterprises are exempted

from paying an education surcharge on any value-added tax, consumption tax or business tax incurred before

December 1, 2010.

Surplus reserve

Our PRC subsidiaries are subject to different requirements regarding the allocation of funds to surplus

reserve in accordance with the Company Law (《公司法》), the Foreign Investment Law of the People’s

Republic of China(《中華人民共和國外商投資法》) and its implementing regulations, and their respective

articles of association of our PRC subsidiaries. Such requirements vary in accordance with the form of

establishment of such subsidiaries.

1. Sino-foreign joint venture

Nanjing Jade Golden Wheel and Yangzhou Golden Wheel Real Estate which are established as sino-

foreign joint ventures, may, at the discretion of their respective board of directors, allocate a portion of their

profit after taxation reported in their statutory financial statements (prepared under the applicable PRC

accounting standards) to their surplus reserve.

2. Wholly foreign-invested enterprise

Nanjing Golden Wheel Real Estate and Zhuzhou Golden Wheel Real Estate which are established as

wholly foreign-invested enterprises are required to allocate at least 10% of their profit after taxation reported in

their statutory financial statements (prepared under the applicable PRC accounting standards) to their surplus

reserve.

3. Domestic limited liability company

Zhuzhou Golden Wheel Business Management which is established as a domestic limited liability

company is required to transfer 10% of its profit after taxation reported in its statutory financial statements

(prepared under the applicable PRC accounting standards) to its surplus reserve. When the accumulated surplus

reserve represents 50% or more of its registered capital, Zhuzhou Golden Wheel Business Management may

choose not to allocate any more to such surplus reserve.

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MANAGEMENT

Board of Directors

Our board of directors is responsible and has general power for the management and conduct of our

business, and consists of eleven directors including five executive directors, two non-executive directors and

four independent non-executive directors. The following table sets forth certain information in respect of

members of our board:

Name Age

Year

joined Position

Date appointed

as a director

WONG Yam Yin (王欽賢) ............................. 79 1994 Chairman and executive director April 26, 2012

WONG Kam Fai (王錦輝) .............................. 50 1994 Vice chairman, chief executive

officer and executive director

April 26, 2012

WONG Kam Keung, Barry (王錦強) ............. 47 1996 Standing vice president and

executive director

April 26, 2012

TJIE Tjin Fung ............................................. 70 2002 Vice chairman and executive

director

April 26, 2012

JANATA David ............................................ 39 2002 Executive director April 26, 2012

SUWITA Janata ............................................ 70 2002 Vice chairman and non-

executive director

April 26, 2012

GUNAWAN Kiky ........................................ 73 2012 Non-executive director April 26, 2012

WONG Ying Loi (黃英來) ............................. 76 2012 Independent non-executive

director

December 10, 2012

LIE Tak Sen (李達生) ..................................... 72 2012 Independent non-executive

director

December 10, 2012

WONG Cho Kei, Bonnie (黃楚基) ................ 53 2017 Independent non-executive

director August 1, 2017

LI Sze Keung (李思強) ................................... 42 2019 Independent non-executive

director

June 14, 2019

Executive Directors

Mr. WONG Yam Yin (王欽賢), aged 79, is an executive director, the chairman of our board and our

nomination committee. Mr. Wong is one of the founders of our Group and our Controlling Shareholders. He is

responsible for our overall strategy, business and investment planning. Mr. Wong was appointed as a director on

April 26, 2012.

Mr. Wong has over 30 years of experience in business management. He established Golden Wheel

Trading Company Limited (金輪貿易有限公司) in 1983 in Hong Kong to engage in metal trading business. He,

together with his wife Ms. Hung So Ling, his elder son Mr. Wong Kam Fai and his younger son Mr. Wong Kam

Keung, established our Group in 1994 to engage in real estate development business.

Besides his role in our Group, Mr. Wong is involved in various associations, including being:

a consultant of All China Federation of Returned Overseas Chinese Association (中華全國歸

國華僑聯合會顧問);

a standing council member of China Overseas Exchange Association (中國海外交流協會常務

理事);

a standing deputy chairman of China Federation of Overseas Chinese Entrepreneurs (中國僑商

聯合會常務副會長);

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a chairman and permanent honorary president of Hong Kong Federation of Overseas Chinese

Association (香港僑界社團聯會永遠名譽會長兼副會長);

a permanent honorary president of Hong Kong Chiao Yao Association (香港僑友社永遠榮譽

會長);

a chairman and chief executive officer of Hong Kong Qiao Ai Foundation Limited (香港僑愛

基金主席兼董事長);

a standing director of Hong Kong Federation of Fujian Associations (香港福建社團聯會常務

會董);

a standing director of Federation of Hong Kong Guangdong Community Organisations (香港廣

東社團總會常務會董); and

the honorary principal of Zhuzhou Golden Wheel Qiaoxin School (株洲金輪僑心學校名譽校

長).

Mr. Wong received various awards in recognition of his contribution to society, including the “Chief

Executive’s Commendation for Community Service (行政長官社區服務獎狀)” by the Hong Kong government

in 2004, the “Prize for Outstanding Contribution to Beichuan Middle School (援建北川中學特殊貢獻獎)” by

All-China Federation of Returned Overseas Chinese Association (中華全國歸國華僑聯合會), the

“Manufacturer with Honesty and Integrity of 2010 (2010 誠信製造商)” by All-China Federation of Industry and

Commerce, Hardware and Electromechanical Chamber (中華全國工商聯五金機電商會) in 2010, the “Award

of Outstanding Chinese (全球傑出華人獎)” jointly held by Global Outstanding Chinese Association (全球傑出

華人協會) and Chinese Literature Publishing House (中國文獻出版社聯) in 2014, and the Honor of Serving

Chinese Society (服務華社榮譽人仕) by Overseas’ Chinese Office of the State Council (國務院僑務辦公室) in

2014. In 2019, Mr. Wong was also awarded the “Overseas Chinese Charity Star.”

Mr. Wong received his bachelor’s degree in physics from Huaqiao University (華僑大學) in 1967.

Mr. Wong Yam Yin is the husband of Ms. Hung So Ling, the father of Mr. Wong Kam Fai (an executive

director) and Mr. Wong Kam Keung, Barry (an executive director), and the brother of Ms. Julia Oscar (the wife

of Mr. Suwita Janata, a non-executive director).

Mr. WONG Kam Fai (王錦輝), aged 50, is an executive director, a vice chairman of our board, the chief

executive officer of our Group and a member of our remuneration committee. Mr. Wong is one of the founders

of our Group and our Controlling Shareholders. Mr. Wong held several positions within our Group immediately

after completion of his bachelor’s degree. He has been the general manager of Nanjing Golden Wheel Real

Estate since May 1, 1994, Nanjing Jade Golden Wheel since July 1, 2002, respectively. Mr. Wong is responsible

for our overall business operation and management. Mr. Wong was appointed as a director on April 26, 2012.

Mr. Wong has over 20 years of experience in the real estate industry.

Mr. Wong is involved in various associations, including being:

a member of Jiangsu Provincial Committee of the Chinese People’s Political Consultative

Conference (中國人民政治協商會江蘇省委員會委員);

a member of All-China Federation of Returned Overseas Chinese Association (中華全國歸國

華僑聯合會委員);

a deputy chairman of Hong Kong Federation of Overseas Chinese Associations (香港僑界社團

聯會副主席);

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a deputy chairman of Federation of HK Jiangsu Community Organisation (香港江蘇社團聯會

副主席);

a chairman and director of Hong Kong Qiao Ai Foundation Limited (香港僑愛基金有限公司

主席兼董事);

a standing committee member of All-China Federation of Industry & Commerce of Jiangsu

Province (江蘇省工商業聯合會常委);

a chairman of Real Estate Chamber of Jiangsu Provincial Federation of Industry & Commerce (

江蘇省工商聯房地產商會會長);

a deputy chairman of Jiangsu Provincial Overseas Exchange Association (江蘇省海外交流協

會副會長); and

a standing deputy chairman of Nanjing Overseas Chinese Chamber of Commerce (南京市僑商

投資企業協會常務副會長).

Mr. Wong received his bachelor’s degree in computer science from The University of New South Wales

of Australia (澳洲新南威爾士大學) in June 1994.

Mr. Wong Kam Fai is the elder son of Mr. Wong Yam Yin (an executive director) and Ms. Hung So

Ling, and the elder brother of Mr. Wong Kam Keung, Barry (an executive director).

Mr. WONG Kam Keung, Barry (王錦強), aged 47, is an executive director and the standing vice

president of our Group. He is also one of our Controlling Shareholders. He is responsible for administration,

human resources management and projects development in Hunan province. Mr. Wong joined our Group in

1996. Mr. Wong has been the general manager of Zhuzhou Golden Wheel Real Estate since August 1, 2004 and

Zhuzhou Golden Wheel Business Management Limited since February 1, 2010, respectively. Mr. Wong was

appointed as a director on April 26, 2012. He has over 20 years of experience in the real estate industry.


a member of Hunan provincial committee of the Chinese People’s Political Consultative

Conference (中國人民政治協商會湖南省委員會委員);

a member of Youth Committee of All-China Federation of Returned Overseas Chinese

Association (中華全國歸國華僑聯合會青年委員會);

a standing committee member of Guangdong Provincial Overseas Chinese Association (廣東

省歸國華僑聯合會常委);

a deputy chairman of Shenzhen Returned Overseas Chinese Association (深圳市歸國華僑聯合

會副會長);

a deputy chairman of Hunan Provincial Federation of Overseas Chinese Entrepreneurs (湖南省

僑商聯合會副會長);

a director of Hong Kong Federation of Overseas Chinese Associations (香港僑界社團聯會董

事); and

a standing committee member of Hunan Provincial Federation of Returned Overseas Chinese

Association (湖南省歸國華僑聯合會常委);

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a standing committee member of Changsha Overseas Fraternal Association (長沙市海外聯誼

會常委); and

a standing committee member of Nanjing Overseas Fraternal Association (南京市海外聯誼會

常委)

Mr. Wong completed the Foundation Studies Certificate Course of Unisearch Limited (now known as

New South Innovations Pty Limited, an entity controlled by the University of New South Wales) in 1993.

Mr. Wong Kam Keung, Barry is the younger son of Mr. Wong Yam Yin (an executive director) and Ms.

Hung So Ling, and the younger brother of Mr. Wong Kam Fai (an executive director).

Mr. TJIE Tjin Fung, aged 70, is an executive director and a vice chairman of our board. Mr. Tjie is

responsible for overseeing our operation, and formulating our investment strategies. He joined our Group in

2002. Mr. Tjie was appointed as a director on April 26, 2012.

Mr. Tjie is an Indonesian Chinese. Being an entrepreneur, he established his own manufacturing business

in Indonesia in the 1970s.

Mr. Tjie is involved in various associations, including being:

a counseling committee member of Indonesia Kota Bandung Social Welfare Fund (印尼萬隆勃

良福利基金輔導委員);

a chairman of Indonesia Bandung Hakka Chinese Association (印尼萬隆客屬聯誼會主席);

a charter president of Indonesia Bandung Lions Clubs International (印尼萬隆國際獨立獅子

會創會會長);

an honorary chairman of Guangdong Provincial Federation of Indonesian Social Institutes (印

尼廣東社團聯合總會榮譽主席);

an honorary chairman of Indonesia Hakka Chinese Association (印尼客屬聯誼總會榮譽主席);

an honorary chairman of Indonesia Mei Zhou Club (印尼梅州會館名譽主席); and

an honorary chairman of Indonesia Chinese Association (印尼華裔總會名譽主席)

Mr. JANATA David, aged 39, is an executive director. He is responsible for managing our investors’

relationship. He joined our Group in 2005. Mr. Janata was appointed as a director on April 26, 2012.

Mr. Janata David is an Indonesia Chinese. He also served as a general manager of The Royal Beach

Seminyak Bali, a company running a resort hotel in Bali, Indonesia, from 2010 to 2011. He and his family

members established PT Golden and Mitra Property in Indonesia in August 2009 to engage in property

development business in Indonesia.

Mr. Janata David received his bachelor’s degree in business from Monash University in Australia in

December 2002 and his master’s degree in business systems from the same university in December 2004.

Mr. Janata David is the son of Mr. Suwita Janata (a non-executive director) and Ms. Julia Oscar who is

the sister of Mr. Wong Yam Yin (an executive director). Therefore, Mr. Janata David is a nephew of Mr. Wong

Yam Yin.

Non-Executive Directors

Mr. SUWITA Janata, aged 70, is a non-executive director and a vice chairman of our board. He joined

our Group in 2002. Mr. Suwita was appointed as a director on April 26, 2012.

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Mr. Suwita is an Indonesian Chinese. He commenced his career as an entrepreneur by establishing his

own trading company in the 1970s. Mr. Suwita and his family members established PT Golden and Mitra

Property in Indonesia in August 2009 to engage in property development business in Indonesia.

Mr. Suwita Janata has been involved in various associations, including being:

the former executive chairman of Chinese Committee of Indonesia Chamber of Commerce

(West Java) (印尼工商會館中國委員會西爪哇分會前執行主席);

the former head of the Indonesia Chamber of Commerce (West Java), Commerce Division (印

尼西爪哇工商會館商業部前主任);

an advisory council member of Indonesia Bandung Yayasan Dana Welfare Foundation (印尼萬

隆渤良安福利基金會顧問); and

a member of the supervisory committee of Indonesia Bandung Minnan Gonghui (印尼萬隆閩

南公會副會長).

Mr. Suwita is the father of Mr. Janata David (an executive director) and the husband of Ms. Julia Oscar.

Ms. Julia Oscar is the sister of Mr. Wong Yam Yin (an executive director) and the aunt of Mr. Wong Kam Fai

(an executive director) and Mr. Wong Kam Keung, Barry (an executive director).

Mr. GUNAWAN Kiky, aged 73, is a non-executive director. He joined our Group in 2002. Mr.

Gunawan was appointed as a director on April 26, 2012.

Mr. Gunawan is an Indonesian Chinese. In the 1980s, he established his own trading business.

Mr. Gunawan joined Indonesia Bandung Lions Clubs International (印尼萬隆國際獨立獅子會) in 1989.

In 2000, Mr. Gunawan founded Indonesia Bandung Hakka Chinese Association (印尼萬隆客屬聯誼會) and has

been a financial supervisor of the association.

Independent Non-Executive Directors

Mr. WONG Ying Loi (黃英來), aged 76, is an independent non-executive director appointed on

December 10, 2012 and a member of our nomination committee. Mr. Wong was appointed as a director on

December 10, 2012. Mr. Wong has over 20 years of experience in business management. He has been operating

his own trading and manufacturing business since the 1980s.


the chairman of Chiao Yao Association Limited (香港僑友社會長);

a member of the Ninth and Tenth sessions of the Chinese People’s Political Consultative

Committee of, Hubei province (中國人民政治協商會議湖北省委員會第九、十屆委員); and

an honorary member of All-China Federation of Returned Overseas Chinese Association (中

華全國歸國華僑聯合會榮譽委員)

Mr. Wong obtained a diploma in English from Huaqiao University (華僑大學) in July 1968.

Mr. LIE Tak Sen (李達生), aged 72, is an independent non-executive director and a member of our audit

committee and remuneration committee. Mr. Lie was appointed as a director on December 10, 2012. Mr. Lie has

over 20 years of experience in business management. He has been operating his own trading business since

1990.

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Mr. Lie is involved in various associations, including being:

a former member of All-China Federation of Returned Overseas Chinese Association (中華全

國歸國華僑聯合會會員); and

a consultant of Beijing Returned Overseas Chinese Federation (北京市歸國華僑聯合會).

Mr. Wong Cho Kei, Bonnie (黃楚基), aged 53, is an independent non-executive director, the chairman

of our remuneration committee and a member of our audit committee. Mr. Wong was appointed as a director on

August 1, 2017. Mr. Wong has over 10 years of experience in business strategies and corporate management.

Mr. Wong is or has been involved in various associations, including being:

a member of the 13th National Committee of the Chinese People’s Political Consultative

Conference;

a member of the 11th, 12th and 13th Guangzhou Municipal Committee of the Chinese People’s

Political Consultative Conference;

a president of Hong Kong Federation of Overseas Chinese Associations;

a standing committee member of Hong Kong Petroleum, Chemicals and Pharmaceutical

Materials Merchants Association; and

a vice president of Centum Charitas Foundation.

Mr. Wong is currently a managing director of Wah Fu Petroleum Company Limited, the business of

which includes the wholesale distribution of petroleum and petroleum products. Mr. Wong is mainly responsible

for overseeing the financial performance, and implementing business strategies of that company.

He is also a director of Chuan Chiong Company, Limited, which is involved in the trading and wholesale

of proprietary Chinese medicine, food product and tea, where he is involved in the determination of that

company’s strategic objectives and policies and monitoring its overall achievement. He is also an independent

non-executive director of Ahsay Backup Software Development Company Limited which is engaged in the

provision of online backup software solutions to clients via the internet, and listed on GEM of the HKSE with

stock code 8290.

Mr. Wong obtained a Bachelor of Science in Biomedical Engineering from Boston University, the United

States, and a Master of Engineering (Electrical) from Cornell University, the United States, in May 1990 and

August 1991, respectively.

Mr. Li Sze Keung (李思強), aged 42, is an independent non-executive director, the chairman of our audit

committee and a member of our nomination committee. Mr. Li is a Certified Public Accountant of the Hong

Kong Institute of Certified Public Accountants. Mr. Li obtained his Bachelor of Business Administration

(Honours) degree in Accountancy from the City University of Hong Kong in 2001.

Mr. Li joined PricewaterhouseCoopers as Senior Consultant of the Tax Department in June 2004 and was

promoted to the position of manager in October 2007. He left PricewaterhouseCoopers in February 2009 to join

RSM Nelson Wheeler as manager of the Tax Services Department, and became a senior manager of the Tax

Services Department from January 2010 to October 2011. Mr. Li was a senior manager of the Tax Department in

Ernst & Young from December 2011 to May 2012. Mr. Li has been the director of The Concord Consulting

Service Limited since 2012.

Mr. Li has over 15 years of experience in providing tax advisory and compliance services to local and

multinational corporations. He has wide experience in serving a wide spectrum of clients including trading

companies and financial or professional services firms. He has extensive experience in various tax advisory and

investment projects, and regularly represents clients in handling tax-related matters.

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Senior Management

Name Year joined Position

YIU Chi Man (姚智文) .......................... 2013 Chief financial officer

LEE Wai Yan (李煒恩) ........................... 2018 Company secretary

TAO Kang (陶康) .................................. 2006 Vice president

SUN Hui Hong (孫惠紅)........................ 2009 Assistant vice president

CHEN Gang (陳鋼) ............................... 2012 Standing deputy general manager

SUN Yang (孫揚) .................................. 2008 Deputy general manager

GU Xiaofang (谷曉芳) ........................... 2010 General manager of Golden Wheel Time Square

JIANG Jian (蔣健) ................................. 2006 Assistant vice president

Mr. Yiu Chi Man (姚智文) is the chief financial officer of the Company. Mr. Yiu is responsible for

overseeing the Group’s financial management and regulatory compliance. He has approximately 20 years’

experience of providing audit and advisory services to listed companies and multinational companies with a

focus on properties and financial services industries.

Mr. Yiu joined the Group in 2013. Before joining the Group, Mr. Yiu was a partner of KPMG China. He

obtained his Bachelor of Arts degree in accountancy from Hong Kong Polytechnic University in 1993. He is a

fellow member of Chartered Association of Certified Public Accountants, and an associate member of the Hong

Kong Institute of Certified Public Accountants.

Ms. Lee Wai Yan (李煒恩) is the company secretary of the Group. Ms. Lee is responsible for overseeing

the corporate governance, regulatory compliance and investor relations of the Group. Ms. Lee joined the Group

in March 2018. Before joining the Group, Ms. Lee was the company secretary of a company listed on the Main

Board of the HKSE.

Ms. Lee obtained her Bachelor of Business Administration (Honours) degree in Accountancy from the

City University of Hong Kong and was admitted as a Chartered Secretary by completing the International

Qualifying Scheme in 2010. She is an associate member of both The Chartered Governance Institute (the “CGI”)

and The Hong Kong Institute of Chartered Secretaries (the “HKICS”). She was awarded the Chartered

Governance Professional qualification from the CGI and the HKICS in September 2018.

Mr. Tao Kang (陶康) is the vice president of the Group. Mr. Tao is responsible for overseeing our

project management. Mr. Tao joined our Group in 2006. Before joining our Group, Mr. Tao worked at various

companies, including being the deputy director of Nanjing Science and Technology Hall (南京科技會堂).

Mr. Tao obtained his diploma degree in industrial and civil construction from the Southeast University (

東南大學) in 1994. Mr. Tao obtained his senior engineer (高級工程師) qualification in 2007 and is a Registered

Supervision Engineer (國家註冊監理工程師) and a Certified Constructor (國際一級註冊建造師)

Ms. Sun Hui Hong (孫惠紅) is the assistant vice president of the Group. She is responsible for financial

management. Ms. Sun joined the Group in 2009. Before joining the Group, Ms. Sun worked at various

companies, including being the financial controller of Xinshi (Nanjing) Textile Co., Ltd (信士 (南京)紡織有限

公司) and the audit supervisor of Ren Tianhua Zhongxing CPA, Jiangsu Branch (任天華中興會計師事務所江

蘇分公司). In 2001, she obtained her certified public accountant qualification (註冊會計師).

Mr. Chen Gang (陳鋼) is the standing deputy general manager of the Group. He is responsible for

financial management. Mr. Chen joined our Group in 2012. Before joining our Group, Mr. Chen worked at

various companies, including being the financial controller of Jiangsu Joyque Information IndustryCo., Ltd (江

蘇集群集團) and the financial manager of Intech Group (應泰集團).

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Mr. Chen obtained his diploma degree in economic management from Hehai University (河海大學) in

1999. In 2000, he obtained his middle level accountant qualification. In 2013, he obtained his advanced level

accountant qualification.

Mr. SUN Yang (孫揚) is the deputy general manager of the Group. Mr. Sun is responsible for overseeing

our sales and marketing. Mr. Sun joined our Group in 2008. Before joining our Group, Mr. Sun worked in

various companies including being the sales supervisor and vice president of Nanjing Haoliyi Real Property

Consultancy Company Limited (南京好利意置業顧問有限公司)

Mr. Sun holds the Real Estate Sales Qualification (房地產銷售人員) granted by the Training Center of

National Real Estate Trade (全國房地產行業培訓中心).

Mr. Sun obtained his diploma in real estate operation and property management from Yangzhou

Polytechnic College (揚州市職業大學) in June 2002.

Ms. GU Xiaofang (谷曉芳) is the general manager of Golden Wheel Time Square. Ms. Gu is responsible

for overseeing the operation of Golden Wheel Time Square. Ms. Gu joined our Group in 2010. Prior to joining

our Group, Ms. Gu worked at various companies, including being the assistant to the general manager and

marketing manager of Zhuzhou Dajiang Property Service Management Company Limited (株洲市大江物業管

理有限責任公司) and a deputy general manager of Jindi Property Management Company (金帝物業管理公司).

Ms. Gu is a member of Hunan Province Apparel Industry Association Ladies Apparel Committee (湖南

省服裝行業協會女裝專業委員會).

Ms. Gu obtained her diploma degree in business management from Hubei Radio and TV University (湖

北廣播電視大學) in July 1996.

Ms. JIANG Jian (蔣健) is the assistant vice president of the Group. Ms. Jiang is responsible for

overseeing the operation of Golden Wheel Xintiandi Mall. Ms. Jiang joined our Group in 2006. She has over 15

years of experience in the management of large scale shopping mall. Before joining our Group, Ms. Jiang

worked at various companies, including being the vice general manager of Nanjing Shangmao Shopping Center (

南京商貿百貨) and the general supervisor of Zhongnan Holdings Group Company Limited (subsidiary

commercial company) (中南控股集團有限公司 (下屬商業公司))

Compensation of Directors and Senior Management

The remuneration (including fees, salaries and other benefits, retirement benefit scheme contribution)

paid to our directors in aggregate for the years ended December 31, 2018, 2019 and 2020 was approximately

RMB25.8 million, RMB20.0 million and RMB15.9 million, respectively.

For the three years ended December 31, 2020, no emoluments were paid by our Group to any director or

any of the five highest paid individuals as an inducement to join or upon joining our Group or as compensation

for loss of office. None of the directors has waived any emoluments for the three years ended December 31,

2020.

Save as disclosed above, no other payments have been made or are payable, for the three years ended

December 31, 2020, by our Group to or on behalf of any of the directors.

Committees under the Board of Directors

Audit Committee

The primary duties of our audit committee are to review and supervise our financial reporting process,

half-yearly and annual results, risk management, internal control systems, effectiveness of the internal audit

function performed by the internal audit department of the Group and provide advice and comments to our

board.

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The audit committee consists of three independent non-executive directors, namely Mr. Li Sze Keung,

Mr. Lie Tak Sen and Mr. Wong Cho Kei, Bonnie. The chairman of the audit committee is Mr. Li Sze Keung.

Remuneration Committee

The primary duties of our remuneration committee are to make recommendations to our directors on our

policy and structure for all remuneration of our directors and senior management and on the establishment of a

formal and transparent procedure for developing policies on such remuneration, to assess performance of each

executive director, to recommend to our board on the terms of the specific remuneration package of each

executive director and senior management, and to review and approve performance-based remuneration by

reference to corporate goals and objectives resolved by our directors from time to time.

The remuneration committee consists of two independent non-executive directors, namely, Mr. Wong

Cho Kei, Bonnie and Mr. Lie Tak Sen, and an executive director, Mr. Wong Kam Fai. The chairman of the

remuneration committee is Mr. Wong Cho Kei, Bonnie.

Nomination Committee

The primary duties of our nomination committee are to review the structure, size and composition of our

board on a regular basis, to make recommendations to our board regarding any proposed changes, to identify,

select or make recommendations to our board on the selection of individuals nominated for directorships, to

assess the independence of our independent non-executive directors and to make recommendations to the board

on relevant matters relating to the appointment or reappointment of our directors and succession planning for our

directors.

The nomination committee consists of an executive director, namely Mr. Wong Yam Yin, and two

independent non-executive directors, namely Mr. Wong Ying Loi and Mr. Li Sze Keung. The chairman of the

nomination committee is Mr. Wong Yam Yin.

Employees

As of December 31, 2020, we had a total of approximately 825 full-time employees in Hong Kong and

China. We enter into employment contracts with our employees to cover matters such as job position, term of

employment, wage, employee benefits and liabilities for breaches and grounds for termination. Remuneration of

our employees includes basic salaries, allowances, pensions, performance bonuses, share options and other

employee benefits.

Share Option Scheme

We adopted a share option scheme in December 2012. The Company granted a total of 8,700,000 share

options under the share option scheme on July 23, 2014 to certain key management personnel and employees

with certain performance target determined by the directors. During the year ended December 31, 2020, no share

option was granted, exercised or cancelled by the Company, and no share option were lapsed, under the share

option scheme. As of December 31, 2020, a total of 8,700,000 share options were outstanding.

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SUBSTANTIAL SHAREHOLDERS

The following table sets forth certain information regarding ownership of our outstanding common shares

(the “Shares”) as of May 24, 2021 by those persons who beneficially own 5% or more of our outstanding Shares,

as recorded in the register maintained by us pursuant to the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong).

Name Capacity / nature of interest

Aggregate number

of Shares or

underlying Shares

Approximate

percentage of

interest in our

Company(1)

WONG Yam Yin(2) ................................. Interest of a controlled corporation 706,785,600 39.29%

HUNG So Ling(2) ................................... Interest of a controlled corporation 706,785,600 39.29%

WONG Kam Fai .................................... Interest of a controlled corporation(2) 706,785,600 39.29%

Beneficial owner(3) 28,960,000 1.61%

Total: 735,745,600 40.90%

WONG Kam Keung, Barry ....................... Interest of a controlled corporation(2) 706,785,600 39.29%

Beneficial owner(3) 28,960,000 1.61%

Total: 735,745,600 40.90%

SUWITA Janata(4) .................................. Interest of a controlled corporation/

interest of spouse

128,539,400 7.14%

OSCAR Julia(5) ...................................... Interest of a controlled corporation/

interest of spouse

128,539,400 7.14%

Golden Wheel Realty Company Limited(2) .... Beneficial owner 706,785,600 39.29%

_______________

Notes:

(1) The total number of issued shares of the Company as of April 30, 2021 (i.e. 1,799,020,000 shares) had been used for the

calculation of the approximate percentage.

(2) Shares owned by Mr. Wong Yam Yin, Ms. Hung So Ling, Mr. Wong Kam Fai and Mr. Wong Kam Keung, Barry consist of

706,785,600 shares held by Golden Wheel Realty Company Limited, a company controlled by the Wong Family. Mr. Wong

Yam Yin and Ms. Hung So Ling are husband and wife. Mr. Wong Kam Fai and Mr. Wong Kam Keung, Barry are sons of Mr.

Wong Yam Yin and Ms. Hung So Ling.

(3) Shares owned by Mr. Wong Kam Fai and Mr. Wong Kam Keung, Barry jointly.

(4) Shares owned by Mr. Suwita Janata consist of (i) 80,268,950 shares held by Golden Era Forever Holding Company Limited, a company wholly owned by Mr. Suwita Janata, and (ii) 48,270,450 shares held by Golden Joy Forever Holding Company

Limited, a company wholly owned by Ms. Julia Oscar. Mr. Suwita Janata is the husband of Ms. Julia Oscar and a brother-in-law

of Mr. Wong Yam Yin.

(5) Shares owned by Ms. Julia Oscar consist of (i) 48,270,450 shares held by Golden Joy Forever Holding Company Limited, a

company wholly owned by Ms. Julia Oscar, and (ii) 80,268,950 shares held by Golden Era Forever Holding Company Limited, a

company wholly owned by Mr. Suwita Janata. Ms. Julia Oscar is the wife of Mr. Suwita Janata and the younger sister of Mr.

Wong Yam Yin.

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DESCRIPTION OF MATERIAL INDEBTEDNESS AND OTHER OBLIGATIONS

To fund our existing property projects and to finance our working capital requirements, we have entered

into loan agreements with various financial institutions and issued debt securities. As of December 31, 2020, our

total bank loans and senior notes was RMB6,116.4 million (including bank loans and senior notes). Set forth

below is a summary of the material terms and conditions of these loans and other indebtedness.

Project Loan Agreements

Certain of our PRC subsidiaries have entered into loan agreements with various PRC banks and PRC

branches of certain international banks, including Hang Seng Bank, Bank of China, Shangrao Bank, Shanghai

Pudong Development Bank, Jiangsu Bank, Nanjing Bank and China Construction Bank. These loans have terms

ranging from three to four years. Our PRC loans are typically secured by land use rights, properties, project

income and restricted bank deposits held by the PRC subsidiary borrowers.

Interest

The principal amounts outstanding under the PRC loans generally bear interest at floating rates calculated

with reference to the relevant bank’s benchmark interest rate. Floating interest rates are generally subject to

annual or quarterly review by the lending banks. Interest payments are payable either monthly or quarterly and

must be made on each payment date as provided in the particular loan agreement.

Covenants

Under these PRC loans, many of our subsidiary borrowers have agreed, among other things, not to take

the following actions without obtaining the relevant lender’s prior written consent:

creating encumbrances on their properties or assets;

altering the nature or scope of their business operations in any material respect;

making major changes to their management and corporate structures, such as entering into joint

ventures, mergers and acquisitions or reorganizations, or other contracts which would have a

significant impact on their operations or financial condition;

changing or cancelling land transfer contracts;

reducing their registered capital;

announcing dividend payment plans or making dividend payments to shareholders;

making other changes to the company’s status, such as by liquidation or dissolution;

transferring part or all of the liabilities under the loans to a third party;

using the loans for unpermitted purposes;

prepaying the loans;

selling or disposing assets;

transferring a substantial equity interest in the borrower; and

incurring other indebtedness or granting guarantees to third parties that would adversely affect

their ability to repay their loans.

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Dividend Restriction

Pursuant to the project loans with certain of our lenders, some of our PRC subsidiaries have also agreed

not to distribute any dividends before the due portion of the principal amount of and accrued interest on the

relevant project loan have been fully paid or without the prior written consent of our lenders.

Events of Default

The project loan agreements contain certain customary events of default, such as failure to pay the

amount payable on the due date, unauthorized use of loan proceeds, failure to obtain the lender’s approval for an

act that requires its approval, material breach of the terms of the loan agreement and acceleration of repayment

obligations under other loan or financing documents. Upon the occurrence of an event of default, the lenders

may terminate the loan agreement and demand immediate repayment.

Guarantee and Security

Certain of our non-PRC subsidiaries have entered into guarantee agreements with the PRC and

international banks identified above in connection with some of the project loans pursuant to which these

subsidiaries and persons have guaranteed all liabilities of the subsidiary borrowers under these loans. The

obligations under the loan agreements are typically secured by mortgages over properties and the land use rights

relating to the relevant projects. In particular, Zhuzhou Golden Wheel Real Estate, Nanjing Jade Golden Wheel,

Zhuzhou Jade Golden Wheel Realty and Nanjing Golden Wheel Real Estate have mortgaged real properties and

land use right to lending banks.

Customer Guarantees

In line with industry practice, we provide guarantees to mortgagee banks in respect of mortgage loans

taken out by purchasers of our properties. Such guarantee obligations typically terminate upon the delivery of the

relevant property ownership certificates on the underlying property to the bank. As of December 31, 2020, the

mortgage loan guarantees provided by the Group to the banks in favor of our customers amounted to RMB268.6

million.

Term Loans in the PRC

Pursuant to a Facility Agreement between Nanjing Jade Golden Wheel and Hang Seng Bank Nanjing

Branch entered into in September 2017, Hang Seng Bank Nanjing Branch has agreed to provide loans of up to

RMB150 million for a period of four years on the terms and conditions contained therein.

Pursuant to a Facility Agreement between Nanjing Jade Golden Wheel and Hang Seng Bank Nanjing

Branch entered into in September 2017, Hang Seng Bank Nanjing Branch has agreed to provide facility for

standby letter of credit of up to RMB350 million for a period of seven years on the terms and conditions

contained therein.

Pursuant to a Loan Agreement between the Company and Chiyu Banking Corporation Limited Xiamen

Branch entered into in October 2019, Chiyu Banking Corporation Limited Xiamen Branch has agreed to provide

loans of up to HK$330 million for a period of nine months on the terms and conditions contained therein. As of

the date of this information memorandum, the loan has been fully repaid.

Pursuant to a Loan Agreement between Nanjing Metro Real Estate and Bank of Shangrao Co. Ltd., Bank

of Shangrao Co. Ltd has agreed to provide loans of RMB150 million for a period of three years since January 26,

2018 on the terms and conditions contained therein.

Pursuant to a Loan Agreement between Wuxi Jade Golden Wheel Realty and Bank of Nanjing entered

into in July 2018, Bank of Nanjing has agreed to provide loans of up at RMB300 million for a period of three

years on the terms and conditions contained therein, the loan has been fully repaid.

Pursuant to a Facility Agreement between Nanjing Emerald Golden Wheel and Bank of Jiangsu entered

into in January 2019, Bank of Jiangsu has agreed to provide a loan of up at RMB300 million from January 2019

to January 2022 on the terms and conditions contained therein.

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Pursuant to a Facility Agreement between Nanjing Sapphire Golden Wheel and Shanghai Pudong

Development Bank entered into in March 2019, Shanghai Pudong Development Bank has agreed to provide a loan

of up at RMB250 million from March 2019 to March 2022 on the terms and conditions contained therein.

Pursuant to a Facility Agreement between Nanjing Ruby Golden Wheel and Bank of China entered into in

June 2019, Bank of China has agreed to provide a loan of up at RMB500 million from June 2019 to May 2022 on

the terms and conditions contained therein.

Pursuant to a Facility Agreement between Zhuzhou Jade Golden Wheel Realty and China Construction

Bank entered into in June 2019, Bank of China has agreed to provide a loan of up at RMB320 million from June

2019 to June 2022 on the terms and conditions contained therein.

Pursuant to a Facility Agreement between Nanjing Golden Wheel Business Management and Bank of

Jiangsu entered into in January 2020, Bank of Jiangsu has agreed to provide a loan of up at RMB10 million from

January 2020 to January 2021 on the terms and conditions contained therein.

Pursuant to a Facility Agreement between Yangzhou Sufangtou Real Estate and Bank of China entered into

in April 2020, Bank of China has agreed to provide a loan of up at RMB145 million from April 2020 to April 2023

on the terms and conditions contained therein.

Pursuant to a Facility Agreement between Nanjing Golden Wheel Hotel Management and Bank of

Communications entered into in September 2020, Bank of Communications has agreed to provide loans of up to

RMB10 million for a period of three years on the terms and conditions contained therein.

Offshore Loan Facilities

Hang Seng Bank Limited Loan Facilities

In June, July and September 2017, October 2019 and November 2020, the Group entered into multiple

facility agreements with Hang Seng Bank Limited, pursuant to which Hang Seng Bank Limited agreed to

provide loan facilities of up to RMB795 million. As of December 31, 2020, the total outstanding amount under

these facilities was RMB630.6 million. Some of our obligations under these facilities are secured by standby

letters of credit issued by Hang Seng Bank (China) Limited for RMB200 million and RMB350 million,

respectively, and a guarantee from us for unlimited amount. Hang Seng Bank Limited reserves the right to vary

or amend the terms and conditions of, or cancel the facility at any time.

Bank of China (Hong Kong) Limited Loan Facilities

In July and October 2019 and May 2020, Golden Wheel International Investment entered into multiple

facility agreements for HK$60 million with Bank of China (Hong Kong) Limited. As of December 31, 2020, the

outstanding amount under these facilities was HK$60 million.

On May 30, 2019, the Company entered into a demand loan agreement for HK$35 million with Bank of

China (Hong Kong) Limited. As of December 31, 2020, the loan has been fully repaid.

In June 2020, the Company entered into a demand loan agreement for HK$28.8 million with Bank of

China (Hong Kong) Limited. As of December 31, 2020, the outstanding amount under this loan was HK$28.8

million.

The Hongkong and Shanghai Banking Corporation Limited Credit Facilities

In July 2018, the Group entered into multiple facility agreements, as amended or supplemented from time

to time, with The Hongkong and Shanghai Banking Corporation Limited, pursuant to which the lender has

agreed to make available loan facilities of (i) up to HK$708 million for a term of two years from the drawdown

of the loan of up to HK$200 million and a term of 2.5 years from the drawdown of the loan of up to HK$508

million, which loan facilities shall be applied by us for business development and daily operations and (ii) up to

HK$10.8 million for a term of 83 equal monthly installments, which loan facilities shall be applied by us for

financing or re-financing payment of insurance premium due under an insurance policy. The total outstanding

amount under these facilities was HK$470.6 million and HK$9.4 million as of December 31, 2020, respectively.

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In October 2019, the Company and Golden Wheel Bright Jade entered into a facility agreement with The

Hongkong and Shanghai Banking Corporation Limited, pursuant to which the lender has agreed to make

available to Golden Wheel Bright Jade a loan facility of up to US$50 million for a term of 27 months, which

loan facility shall be applied for redeeming our 8.25% senior notes due 2019 in full and paying certain fees under

the facility agreement. As of December 31, 2020, the outstanding amount under this facility was US$50 million.

Golden Wheel Bright Jade, Winner Year and Success Seeker, which had total assets of no more than RMB1.0

billion as of December 31, 2020, were designated as unrestricted subsidiaries in compliance with the terms of the

existing senior notes.

Luso International Banking Ltd.

In July 2019, the Company entered into a loan facility agreement with Luso International Banking Ltd.,

pursuant to which Luso International Banking Ltd. agreed to provide loans of up to HK$180 million. The loans

under this facility have a term of six months and shall be used for working capital purposes or for refinancing of

our offshore debt securities. As of December 31, 2020, the outstanding amount under this loan facility is

HK$169.9 million.

CTBC Bank Co., Ltd.

In March 2020, the Company entered into a facility agreement with CTBC Bank Co., Ltd., pursuant to

which the lender has agreed to make available to the Company a short term revolving loan of up to HK$280

million for a term of 12 months, which shall be used for general working capital purposes. As of information

memorandum December 31, 2020, the outstanding amount under this facility was HK$59.5 million.

2022 USD Notes

On January 14, 2020, we entered into an indenture (as amended and supplemented from time to time, the

“2022 USD Notes Indenture”), pursuant to which we issued US$200 million aggregate principal amount of

12.95% Senior Notes due in January 2022 (the “2022 USD Notes”).

Guarantee

Our obligations under the 2022 USD Notes are guaranteed by certain of our existing subsidiaries (the

“2022 USD Notes Subsidiary Guarantors”) other than those organized under the laws of the PRC and certain

other subsidiaries specified in the 2022 USD Notes Indenture. Under certain circumstances and subject to certain

conditions, a guarantee required to be provided by our subsidiary may be replaced by a limited-recourse

guarantee, referred to as a JV Subsidiary Guarantee in the 2022 USD Notes Indenture. Each of the 2022 USD

Notes Subsidiary Guarantors, jointly and severally, guarantees the due and punctual payment of the principal,

any premium, if any, and interest on, and all other amounts payable under, the 2022 USD Notes.

Collateral

The capital stock of all of the 2022 USD Notes Subsidiary Guarantors was pledged for the benefit of the

holders of the 2022 USD Notes and holders of permitted pari passu secured Indebtedness satisfying conditions

set forth in the 2022 USD Notes Indenture on a first-priority basis (subject to permitted liens and intercreditor

agreement, if any).

Interest

The 2022 USD Notes bear interest at the rate of 12.95% per annum, payable in arrears on July 14, 2020,

January 14, 2021, July 14, 2021, January 14, 2022 and March 14, 2022, and will mature on March 14, 2022.

Covenants

Subject to certain conditions and exceptions, the 2022 USD Notes, the 2022 USD Notes Indenture, the

subsidiary guarantees and the JV subsidiary guarantees with respect to the 2022 USD Notes contain certain

covenants, restricting us and each of the related restricted subsidiaries from, among other things:

incur or guarantee certain additional indebtedness and issue disqualified or preferred stock;

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declare dividends on its capital stock or purchase or redeem capital stock;



guarantee indebtedness of the Company or Restricted Subsidiaries;

sell assets;

create liens;


enter into agreements that restrict the Restricted Subsidiaries’ ability to pay dividends, transfer

assets or make intercompany loans;



Events of Default

The 2022 USD Notes Indenture contains certain customary events of default, including default in the

payment of principal (or premium, if any) on the 2022 USD Notes, when such payments become due, default in

payment of interest which continues for 30 consecutive days, breaches of covenants for 30 consecutive days,

insolvency and other events of default specified in the 2022 USD Notes Indenture. If an event of default occurs

and is continuing, the trustee under the 2022 USD Notes Indenture or the holders of at least 25% in aggregate

principal amount of the 2022 USD Notes then outstanding may declare the principal of the 2022 USD Notes plus

any accrued and unpaid interest and premium (if any) to be immediately due and payable.

Change of Control

Upon the occurrence of a certain triggering of event of change of control, we are obligated to make an

offer to repurchase all outstanding 2022 USD Notes at a purchase price equal to 101% of their principal amount

plus accrued and unpaid interest, if any, to (but not including) the repurchase date.

Maturity and Redemption

The maturity date of the 2022 USD Notes is March 14, 2022.

The Company may redeem the 2022 USD Notes, as a whole but not in part, at a redemption price equal to

100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the

Company for redemption, if the Company, a Subsidiary Guarantor or a JV Subsidiary Guarantor (if any) would

become obligated to pay certain additional amounts as a result of certain changes in specified tax laws or certain

other circumstances, subject to certain exceptions.

2023 USD Notes

On July 9, 2020, we entered into an indenture (as amended and supplemented from time to time, the

“2023 USD Notes Indenture”), pursuant to which we initially issued US$170 million aggregate principal amount

of 14.25% Senior Notes due 2023 on July 9, 2020 and further issued US$85 million aggregate principal amount

of 14.25% Senior Notes due 2023 on January 12, 2021 (together, the “2023 USD Notes”).

Guarantee

Our obligations under the 2023 USD Notes are guaranteed by certain of our existing subsidiaries (the

“2023 USD Notes Subsidiary Guarantors”) other than those organized under the laws of the PRC and certain

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other subsidiaries specified in the 2023 USD Notes Indenture. Under certain circumstances and subject to certain

conditions, a guarantee required to be provided by our subsidiary may be replaced by a limited-recourse

guarantee, referred to as a JV Subsidiary Guarantee in the 2023 USD Notes Indenture. Each of the 2023 USD

Notes Subsidiary Guarantors, jointly and severally, guarantees the due and punctual payment of the principal,

any premium, if any, and interest on, and all other amounts payable under, the 2023 USD Notes.

Collateral

The capital stock of all of the 2023 USD Notes Subsidiary Guarantors was pledged for the benefit of the

holders of the 2023 USD Notes and holders of permitted pari passu secured Indebtedness satisfying conditions

set forth in the 2023 USD Notes Indenture on a first-priority basis (subject to permitted liens and intercreditor

agreement, if any).

Interest

The 2023 USD Notes bear interest at the rate of 14.25% per annum, payable semi-annually in arrears.

Covenants

Subject to certain conditions and exceptions, the 2023 USD Notes, the 2023 USD Notes Indenture, the

subsidiary guarantees and the JV subsidiary guarantees with respect to the 2023 USD Notes contain certain

covenants, restricting us and each of the related restricted subsidiaries from, among other things:

incur or guarantee certain additional indebtedness and issue disqualified or preferred stock;

declare dividends on its capital stock or purchase or redeem capital stock;



guarantee indebtedness of the Company or Restricted Subsidiaries;

sell assets;

create liens;


enter into agreements that restrict the Restricted Subsidiaries’ ability to pay dividends, transfer

assets or make intercompany loans;



Events of Default

The 2023 USD Notes Indenture contains certain customary events of default, including default in the

payment of principal (or premium, if any) on the 2023 USD Notes, when such payments become due, default in

payment of interest which continues for 30 consecutive days, breaches of covenants for 30 consecutive days,

insolvency and other events of default specified in the 2023 USD Notes Indenture. If an event of default occurs

and is continuing, the trustee under the 2023 USD Notes Indenture or the holders of at least 25% in aggregate

principal amount of the 2023 USD Notes then outstanding may declare the principal of the 2023 USD Notes plus

any accrued and unpaid interest and premium (if any) to be immediately due and payable.

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Change of Control

Upon the occurrence of a certain triggering of event of change of control, we are obligated to make an

offer to repurchase all outstanding 2023 USD Notes at a purchase price equal to 101% of their principal amount

plus accrued and unpaid interest, if any, to (but not including) the repurchase date.

Maturity and Redemption

The maturity date of the 2023 USD Notes is January 9, 2023.

At any time and from time to time on or after January 10, 2022, the Company may at its option redeem

the Notes, in whole or in part, at a redemption price equal to 114.25% of the principal amount of such Notes plus

accrued and unpaid interest, if any, to (but not including) the redemption date.

The Company may redeem the 2023 USD Notes, as a whole but not in part, at a redemption price equal to

100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the

Company for redemption, if the Company, a Subsidiary Guarantor or a JV Subsidiary Guarantor (if any) would

become obligated to pay certain additional amounts as a result of certain changes in specified tax laws or certain

other circumstances, subject to certain exceptions.

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DESCRIPTION OF THE NOTES

For purposes of this “Description of the Notes,” the term “Company” refers only to Golden Wheel Tiandi

Holdings Company Limited, a company incorporated with limited liability under the laws of the Cayman

Islands, and any successor obligor on the Notes, and not to any of its Subsidiaries. Each Subsidiary of the

Company that guarantees the Notes (other than as a JV Subsidiary Guarantor) is referred to as a “Subsidiary

Guarantor,” and each such guarantee is referred to as a “Subsidiary Guarantee.” Each Subsidiary of the

Company that provides a JV Subsidiary Guarantee is referred to as a “JV Subsidiary Guarantor,” and each such

guarantee is referred to as a “JV Subsidiary Guarantee.”

The notes issued pursuant to this information memorandum (the “Notes”) are to be issued under an

indenture (the “Indenture”), to be dated on or about July 11, 2021, among the Company, the Subsidiary

Guarantors, as guarantors, and DB Trustees (Hong Kong) Limited, as trustee (the “Trustee”).

The following is a summary of certain material provisions of the Indenture, the Notes, the Subsidiary

Guarantees, the JV Subsidiary Guarantees, the Intercreditor Agreement and the Security Documents. This

summary does not purport to be complete and is subject to and qualified in its entirety by reference to all of the

provisions of the Indenture, the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees, the

Intercreditor Agreement and the Security Documents. It does not restate those agreements in their entirety.

Whenever particular sections or defined terms of the Indenture not otherwise defined herein are referred to, such

sections or defined terms are incorporated herein by reference. Copies of the Indenture are available during

normal business hours at the corporate trust office of the Trustee at Level 60, International Commerce Centre, 1

Austin Road West, Kowloon, Hong Kong.

Brief Description of the Notes

The Notes are:

general obligations of the Company;

senior in right of payment to obligations of the Company expressly subordinated in right of

payment to the Notes;

at least pari passu in right of payment with all unsecured, unsubordinated Indebtedness of the

Company (subject to any priority rights of such unsecured, unsubordinated Indebtedness

pursuant to applicable law);

guaranteed by the Subsidiary Guarantors and the JV Subsidiary Guarantors on a senior basis,

subject to the limitations described below under the caption “— The Subsidiary Guarantees

and JV Subsidiary Guarantees” and in “Risk Factors — Risks Relating to the Subsidiary

Guarantees, the JV Subsidiary Guarantees and the Collateral” of this Information

memorandum;

effectively subordinated to the other secured obligations, if any (other than Permitted Pari

Passu Secured Indebtedness), of the Company, the Subsidiary Guarantors and the JV

Subsidiary Guarantors, to the extent of the value of the assets serving as security therefor

(other than the Collateral); and

effectively subordinated to all existing and future obligations of the Non-Guarantor

Subsidiaries.

In addition, on the Original Issue Date subject to the limitations described in “Risk Factors — Risks

Relating to the Subsidiary Guarantees, the JV Subsidiary Guarantees and the Collateral,” the Notes will be

secured by a pledge of the Collateral as described below under the caption “— Security” and will:

be entitled to a first priority Lien on the Collateral (subject to any Permitted Liens and shared

on a pari passu basis pursuant to the Intercreditor Agreement with (i) the holders of the 2022

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USD Notes, (ii) the holders of the 2023 USD Notes and (iii) the holders of any other Permitted

Pari Passu Secured Indebtedness, if any);

rank effectively senior in right of payment to unsecured obligations of the Company with

respect to the value of the Collateral pledged by the Company securing the Notes (subject to

any priority rights of such unsecured obligations pursuant to applicable law); and

rank effectively senior in right of payment to unsecured obligations of the Subsidiary

Guarantor Pledgors to the extent of the Collateral pledged by each Subsidiary Guarantor

Pledgor securing the Notes (subject to any priority rights of such unsecured obligations


The Notes will mature on July 11, 2023, unless earlier redeemed or repurchased pursuant to the terms

thereof and the Indenture. The Indenture allows additional Notes to be issued from time to time (the “Additional

Notes”), subject to certain limitations described under “— Further Issues.” Unless the context requires otherwise,

references to the “Notes” for all purposes of the Indenture and this “Description of the Notes” include any

Additional Notes that are actually issued. The Notes will bear interest at 16.0% per annum from the Original

Issue Date or from the most recent interest payment date on which interest has been paid or duly provided for,

payable in arrears on December 11, 2021, June 11, 2022, December 11, 2022 and July 11, 2023 (each an

“Interest Payment Date”).

Interest on the Notes will be paid to holders of record of the Notes (“Holders”) at the close of business on

the day that is 15 days immediately preceding an Interest Payment Date (each, a “Record Date”),

notwithstanding any transfer, exchange or cancellation thereof after a Record Date and prior to the immediately

following Interest Payment Date.

Except as described under “— Optional Redemption,” “— Redemption for Taxation Reasons” and

otherwise provided in the Indenture, the Notes may not be redeemed prior to maturity (unless they have been

repurchased by the Company). So long as the Notes are held in global form, each payment in respect of the

Global Note will be made to the person shown as the holder of the Notes in the Note register at the close of

business (of the relevant clearing system) on the Clearing System Business Day before the due date for such

payments, where “Clearing System Business Day” means a weekday (Monday to Friday, inclusive) except

December 25 and January 1.

In any case in which the date of the payment of principal of, premium or interest on the Notes is not a

Business Day in the relevant place of payment or in the place of business of the Trustee, then payment of

principal, premium or interest need not be made in such place on such date but may be made on the next

succeeding Business Day in such place. Any payment made on such Business Day shall have the same force and

effect as if made on the date on which such payment is due, and no interest on the Notes shall accrue for the

period after such date. Interest on the Notes will be calculated on the basis of a 360-day year comprised of

twelve 30-day months.

The Notes will be issued only in fully registered form, without coupons, in denominations of US$200,000

and integral multiples of US$1,000 in excess thereof. No service charge will be made for any registration of

transfer or exchange of the Notes, but the Company and the Transfer Agent may require payment of a sum

sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith.

All payments on the Notes will be made by wire transfer in U.S. dollars by the Company at the office or

agency of the Company maintained for that purpose and the Notes may be presented for registration of transfer

or exchange at such office or agency; provided that, if the Notes are in certificated form and the Company is

acting as its own paying agent, at the option of the Company, payment of interest may be made by check mailed

at the expense of the Company to the address of the Holders as such address appears in the Note register

maintained by the Registrar or by wire transfer. Interest payable on the Notes held through Euroclear or

Clearstream will be available to Euroclear or Clearstream participants on the Business Day following payment

thereof.

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The Subsidiary Guarantees and JV Subsidiary Guarantees

The initial Subsidiary Guarantors that will execute the Indenture on the Original Issue Date will consist of

all of the Company’s Restricted Subsidiaries other than those Restricted Subsidiaries organized under the laws of

the PRC (the “PRC Non-Guarantor Subsidiaries”) and the Initial Offshore Non-Guarantor Subsidiaries. All of

the Subsidiary Guarantors are holding companies that do not have significant operations.

None of the PRC Non-Guarantor Subsidiaries will be Subsidiary Guarantors or JV Subsidiary Guarantors

on the Original Issue Date or at any time in the future. Moreover, no future Restricted Subsidiaries organized

under the laws of the PRC will provide a Subsidiary Guarantee or JV Subsidiary Guarantee at any time in the

future.

The Company may designate any future Offshore Restricted Subsidiary as an Offshore Non-Guarantor

Subsidiary, subject to the limitations described below under “Offshore Non-Guarantor Subsidiaries.” The

Offshore Non-Guarantor Subsidiaries, together with the PRC Non-Guarantor Subsidiaries and the Exempted

Subsidiaries are referred to as the “Non-Guarantor Subsidiaries.” Although the Indenture contains limitations on

the amount of additional Indebtedness that Restricted Subsidiaries may incur, the amount of such additional

Indebtedness could be substantial. In the case of a bankruptcy, liquidation or reorganization of any Non-

Guarantor Subsidiary, such Non-Guarantor Subsidiary will pay the holders of its debt and its trade creditors

before it will be able to distribute any of its assets to the Company.

As of December 31, 2020,

the Company and its consolidated subsidiaries had total consolidated bank loans of

approximately RMB2,811.5 million (US$430.9 million), of which RMB2,718.9 million

(US$416.7 million) were secured;

the Company and the Subsidiary Guarantors had total consolidated bank loans of

approximately RMB640.1 million (US$98.1 million), of which RMB565.4 million (US$86.7

million) were secured; and

the Non-Guarantor Subsidiaries had consolidated bank loans of RMB2,171.4 million, capital

commitments of RMB713.1 million and contingent liabilities of RMB268.6 million.

The Subsidiary Guarantee of each Subsidiary Guarantor:

is a general obligation of such Subsidiary Guarantor;

is effectively subordinated to secured obligations of such Subsidiary Guarantor, to the extent of

the value of the assets serving as security therefor (other than the Collateral);

is senior in right of payment to all future obligations of such Subsidiary Guarantor expressly

subordinated in right of payment to such Subsidiary Guarantee;

ranks at least pari passu with any guarantee provided by such Subsidiary Guarantor to the

holders of any permitted Pari Passu Secured Indebtedness; and

ranks at least pari passu with all other unsecured, unsubordinated Indebtedness of such

Subsidiary Guarantor (subject to any priority rights of such unsecured, unsubordinated

Indebtedness pursuant to applicable law).

If any is provided, the JV Subsidiary Guarantee of each JV Subsidiary Guarantor:

will be a general obligation of such JV Subsidiary Guarantor;

will be enforceable only up to the JV Entitlement Amount;

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will be effectively subordinated to secured obligations of such JV Subsidiary Guarantor, to the

extent of the value of the assets serving as security therefor (other than the Collateral);

will be limited to the JV Entitlement Amount and will be senior in right of payment to all

future obligations of such JV Subsidiary Guarantor expressly subordinated in right of paymen t

to such JV Subsidiary Guarantee; and

will be limited to the JV Entitlement Amount and will rank at least pari passu with all other

unsecured, unsubordinated Indebtedness of such JV Subsidiary Guarantor (subject to any

priority rights of such unsecured, unsubordinated Indebtedness pursuant to applicable law).

The Company will cause each of its future Restricted Subsidiaries (other than the Non-Guarantor

Subsidiaries), within 30 days of becoming a Restricted Subsidiary, to execute and deliver to the Trustee a

supplemental indenture to the Indenture, pursuant to which such Restricted Subsidiary will Guarantee the

payment of the Notes on a senior basis either as a Subsidiary Guarantor or a JV Subsidiary Guarantor, provided

that such Restricted Subsidiary would not be required to register as an investment company under the U.S.

Investment Company Act of 1940, as amended. Each Restricted Subsidiary of the Company that Guarantees the

Notes after the Original Issue Date (other than a JV Subsidiary Guarantor) is referred to as a “Future Subsidiary

Guarantor” and upon execution of the applicable supplemental indenture to the Indenture will be a “Subsidiary

Guarantor.”

Offshore Non-Guarantor Subsidiaries

A future Offshore Restricted Subsidiary need not provide a Subsidiary Guarantee or JV Subsidiary

Guarantee if it is designated by the Board of Directors as an Offshore Non-Guarantor Subsidiary. The Board of

Directors may designate any Offshore Restricted Subsidiary to be an Offshore Non-Guarantor Subsidiary if:

(1) at any time of determination, the total Non-Guaranteed Portion would not exceed 20.0% of Total

Assets; and

(2) such designation would not cause a Default.

The Board of Directors may at any time remove the designation of any Offshore Non-Guarantor

Subsidiary as such, and unless such Offshore Restricted Subsidiary is designated an Unrestricted Subsidiary, it

will become a Subsidiary Guarantor or JV Subsidiary Guarantor and execute a supplemental indenture pursuant

to which it will Guarantee the Notes under a Subsidiary Guarantee or a JV Subsidiary Guarantee in accordance

with the provisions of the Indenture, promptly and in any event within 30 days of the date on which its

designation as an Offshore Non-Guarantor Subsidiary was removed.

Any designation of an Offshore Restricted Subsidiary as an Offshore Non-Guarantor Subsidiary will be

evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors

giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the

preceding conditions.

The JV Subsidiary Guarantees

In the case of a Restricted Subsidiary (or in the case of 3(y) below, a Person proposed to become a

Restricted Subsidiary) (1) that is organized in any jurisdiction other than the PRC, (2) that is not an Offshore

Non-Guarantor Subsidiary, (3) that is not an Exempted Subsidiary and (4) in respect of which the Company or

any of its Restricted Subsidiaries (x) is proposing to sell, whether through the sale of existing shares or the

issuance of new shares, no less than 20% and no more than 49.9% of the Capital Stock of such Restricted

Subsidiary or is proposing to purchase no less than 50.1% and no more than 80.0% of the Capital Stock of an

Independent Third Party such that such Independent Third Party will become a Restricted Subsidiary following

such purchase, the Company may, promptly and in any event within 30 days of the consummation of such sale or

purchase, provide a JV Subsidiary Guarantee instead of a Subsidiary Guarantee for (a) such Restricted

Subsidiary and (b) the Restricted Subsidiaries of such Restricted Subsidiary that are organized in any jurisdiction

other than the PRC, if the following conditions, in the case of both (a) and (b), are satisfied:

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as of the date of execution of the JV Subsidiary Guarantee, no document exists that is binding

on the Company or any of the Restricted Subsidiaries that would have the effect of (i)

prohibiting the Company or any of the Restricted Subsidiaries from providing such JV

Subsidiary Guarantee or (ii) requiring the Company or any of the Restricted Subsidiaries to

deliver or keep in place a guarantee on terms that are more favorable to the recipients of such

guarantee than the JV Subsidiary Guarantee;

such sale or issuance of Capital Stock is made to one or more Independent Third Parties at a

consideration that is not less than, or such purchase of Capital Stock is purchased from one or

more Independent Third Parties at a consideration that is not less than, the appraised value of

such Capital Stock by an independent appraisal firm of recognized international standing

appointed by the Company;

all capital contributions (by way of transfer of cash or other property or any payment for

property or services for the use of others or otherwise) to be made into a JV Subsidiary

Guarantor from the date of sale or purchase of Capital Stock of such Restricted Subsidiary that

becomes a JV Subsidiary Guarantor as referred to above, shall be made directly or by

contribution of assets or services having an equivalent Fair Market Value by (i) the Company

and its Restricted Subsidiaries and (ii) such Independent Third Party that purchased or sold the

Capital Stock of such Restricted Subsidiary that becomes a JV Subsidiary Guarantor in

proportion to their respective direct or indirect ownership percentages of the Capital Stock of

such JV Subsidiary Guarantor;

concurrently with providing the JV Subsidiary Guarantee, the Company shall or shall cause

such JV Subsidiary Guarantor to deliver to the Trustee:

(i) (A) a duly executed guarantee of such JV Subsidiary Guarantor (the “JV Subsidiary

Guarantee”) and each Restricted Subsidiary of such JV Subsidiary Guarantor that is not

organized under the laws of the PRC or an Exempted Subsidiary and (B) a duly

executed supplemental indenture to the Indenture pursuant to which such JV Subsidiary

Guarantor and each such Restricted Subsidiary of such JV Subsidiary Guarantor will

guarantee the payment of the Notes, each of which provides, among other things, that

the aggregate claims of the Trustee under such JV Subsidiary Guarantee will be limited

to the JV Entitlement Amount;

(ii) a duly executed Security Document that pledges in favor of the Global Security Agent

the Capital Stock of such JV Subsidiary Guarantor held by the Company or any

Subsidiary Guarantor, but not the Capital Stock of the direct or indirect Subsidiaries of


(iii) an Officers’ Certificate certifying a copy of the Board Resolution to the effect that such

JV Subsidiary Guarantee has been approved by a majority of the disinterested members

of the Board of Directors; and

(iv) an Opinion of Counsel by a law firm of recognized international standing confirming

that under New York law each such JV Subsidiary Guarantee is valid, binding and

enforceable against the applicable JV Subsidiary Guarantor providing such JV

Subsidiary Guarantee (subject to customary qualifications and assumptions)

In addition, subject to the limitations described in “Risk Factors — Risks Relating to the Subsidiary

Guarantees, the JV Subsidiary Guarantees and the Collateral”, the Subsidiary Guarantees of each Subsidiary

Guarantor Pledgor will:

be entitled to a first priority Lien on the Collateral (shared on a pari passu basis with the

holders of the 2022 USD Notes, the holders of the 2023 USD Notes and any holders (or their

representatives) of any other Permitted Pari Passu Secured Indebtedness (if any) and subject to

any Permitted Liens) pledged by such Subsidiary Guarantor Pledgor, as described below under

“— Security;” and

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rank effectively senior in right of payment to the unsecured obligations of such Subsidiary

Guarantor Pledgor with respect to the value of the Collateral securing such Subsidiary

Guarantee (subject to any priority rights of such unsecured obligat ions pursuant to applicable

law).

Under the Indenture, and any supplemental indenture to the Indenture, as applicable, each of the

Subsidiary Guarantors and JV Subsidiary Guarantors will jointly and severally guarantee the due and punctual

payment of the principal of, premium, if any, and interest on, and all other amounts payable under, the Notes;

provided that any JV Subsidiary Guarantee will be limited to the JV Entitlement Amount. The Subsidiary

Guarantors and the JV Subsidiary Guarantors will (1) agree that their respective obligations under the Subsidiary

Guarantees and the JV Subsidiary Guarantees, as the case may be, will be enforceable irrespective of any

invalidity, irregularity or unenforceability of the Notes or the Indenture and (2) waive their right to require the

Trustee to pursue or exhaust its legal or equitable remedies against the Company prior to exercising its rights

under the Subsidiary Guarantees and the JV Subsidiary Guarantees, as the case may be. Moreover, if at any time

any amount paid under a Note or the Indenture is rescinded or must otherwise be repaid or restored, the rights of

the Holders under the Subsidiary Guarantees and the JV Subsidiary Guarantees, as the case may be, will be

reinstated with respect to such payments as though such payment had not been made. All payments under the

Subsidiary Guarantees and the JV Subsidiary Guarantees are required to be made in U.S. dollars.

Under the Indenture, and any supplemental indenture to the Indenture, as applicable, each Subsidiary

Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by the

applicable Subsidiary Guarantor without rendering the Subsidiary Guarantee, as it relates to such Subsidiary

Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws

affecting the rights of creditors generally; and each JV Subsidiary Guarantee will be limited to an amount which

is the lower of (i) the JV Entitlement Amount and (ii) an amount not to exceed the maximum amount that can be

guaranteed by the applicable JV Subsidiary Guarantor without rendering the JV Subsidiary Guarantee, as it

relates to such JV Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or

fraudulent transfer or similar laws affecting the rights of creditors generally. If a Subsidiary Guarantee or a JV

Subsidiary Guarantee were to be rendered voidable, it could be subordinated by a court to all other Indebtedness

(including guarantees and other contingent liabilities) of the applicable Subsidiary Guarantor or JV Subsidiary

Guarantor, as the case may be, and, depending on the amount of such Indebtedness, a Subsidiary Guarantors’

liability on its Subsidiary Guarantee or a JV Subsidiary Guarantors’ liability on its JV Subsidiary Guarantee, as

the case may be, could in each case be reduced to zero.

The obligations of each Subsidiary Guarantor under its respective Subsidiary Guarantee and the

enforceability of the Collateral granted in respect of the Subsidiary Guarantees of the Subsidiary Guarantor

Pledgors may be limited, or possibly invalid, under applicable laws. Similarly, the obligations of each JV

Subsidiary Guarantor under its respective JV Subsidiary Guarantee may be limited, or possibly invalid, under

applicable laws. See “Risk Factors — Risks Relating to the Subsidiary Guarantees, the JV Subsidiary Guarantees

and the Collateral — The Subsidiary Guarantees or JV Subsidiary Guarantees may be challenged under

applicable insolvency or fraudulent transfer laws, which could impair the enforceability of the Subsidiary

Guarantees or JV Subsidiary Guarantees.”

Release of the Subsidiary Guarantees and JV Subsidiary Guarantees

A Subsidiary Guarantee given by a Subsidiary Guarantor and a JV Subsidiary Guarantee given by a JV

Subsidiary Guarantor may be released in certain circumstances, including:

upon repayment in full of the Notes;

upon a defeasance as described under “— Defeasance — Defeasance and Discharge”;

in the case of a Subsidiary Guarantee, upon the replacement of such Subsidiary Guarantee with

a JV Subsidiary Guarantee in compliance with the terms of the Indenture;

in the case of a JV Subsidiary Guarantee, upon the replacement of such JV Subsidiary

Guarantee with a Subsidiary Guarantee in compliance with the terms of the Indenture;

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upon the designation by the Company of a Subsidiary Guarantor or a JV Subsidiary Guarantor,

as the case may be, as an Unrestricted Subsidiary or any Offshore Non-Guarantor Subsidiary in

compliance with the terms of the Indenture; or

upon the sale or merger of a Subsidiary Guarantor or a JV Subsidiary Guarantor, as the case

may be, in compliance with the terms of the Indenture (including the covenants under the

captions “— Certain Covenants — Limitation on Sales and Issuances of Capital Stock in

Restricted Subsidiaries,” “— Certain Covenants — Limitation on Asset Sales” and “—

Consolidation, Merger and Sale of Assets”) resulting in such Subsidiary Guarantor or JV

Subsidiary Guarantor, as the case may be, no longer being a Restricted Subsidiary, so long as

(1) such Subsidiary Guarantor or JV Subsidiary Guarantor is simultaneously released from its

obligations in respect of any of the Company’s other Indebtedness or any Indebtedness of any

other Restricted Subsidiary and (2) the proceeds from such sale or disposition are used for the

purposes permitted or required by the Indenture.

No release of a Subsidiary Guarantor from its Subsidiary Guarantee or a JV Subsidiary Guarantor from its

JV Subsidiary Guarantee shall be effective against the Trustee or the Holders until the Company has delivered to

the Trustee an Officers’ Certificate stating that all requirements relating to such release have been complied with

and that such release is authorized and permitted by the Indenture.

On the Original Issue Date, all of the Company’s Subsidiaries (other than Golden Wheel Bright Jade

Company Limited, Winner Year Limited and Success Seeker Limited) will be Restricted Subsidiaries and each

of the Restricted Subsidiaries, other than the PRC Non-Guarantor Subsidiaries and the Initial Offshore Non-

Guarantor Subsidiaries, will be a Subsidiary Guarantor. However, under the circumstances described below

under the caption “Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” the Company

will be permitted to designate certain of its Subsidiaries as “Unrestricted Subsidiaries.” The Company’s

Unrestricted Subsidiaries will not be subject to the restrictive covenants in the Indenture and will not guarantee

the Notes.

Replacement of Subsidiary Guarantees with JV Subsidiary Guarantees

A Subsidiary Guarantee given by a Subsidiary Guarantor which remains a Restricted Subsidiary may be

released following the sale or issuance by the Company or any of its Restricted Subsidiaries of Capital Stock in

(a) such Subsidiary Guarantor or (b) any other Subsidiary Guarantor that, directly or indirectly, owns a majority

of the Capital Stock of such Subsidiary Guarantor, in each case where such sale or issuance, whether through the

sale of existing shares or the issuance of new shares, is for no less than 20% and no more than 49.9% of the

issued Capital Stock of the relevant Subsidiary Guarantor, provided that the following conditions are satisfied or

complied with:

as of the date of such proposed release, no document exists that is binding on the Company or

any of the Restricted Subsidiaries that would have the effect of (a) prohibiting the Company or

any of the Restricted Subsidiaries from releasing such Subsidiary Guarantee, (b) prohibiting

the Company or any of the Restricted Subsidiaries from providing a JV Subsidiary Guarantee

or (c) requiring the Company or any of the Restricted Subsidiaries to deliver or keep in force a

replacement guarantee on terms that are more favorable to the recipients of such guarantee than

the JV Subsidiary Guarantee;

such sale or issuance of Capital Stock is made to one or more Independent Third Parties at a

consideration that is not less than the appraised value of such Capital Stock by an independent

appraisal firm of recognized international standing appointed by the Company;

all capital contributions (by way of transfer of cash or other property or any payment for

property or services for the use of others or otherwise) to be made into such JV Subsidiary

Guarantor from the date of issuance or sale of Capital Stock of such Subsidiary Guarantor that

becomes such JV Subsidiary Guarantor as referred to above, shall be made directly or by

contribution of assets or services having an equivalent Fair Market Value by (a) the Company

and its Restricted Subsidiaries and (b) such Independent Third Parties that purchased or

subscribed for Capital Stock in the JV Subsidiary Guarantor in proportion to their respective

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direct or indirect ownership percentages of the Capital Stock of such JV Subsidiary Guarantor

or on a basis more favorable to the Company;

concurrently with the release of such Subsidiary Guarantee, the Company shall or shall cause

such Restricted Subsidiary to deliver to the Trustee:

(i) (A) a duly executed JV Subsidiary Guarantee of such Restricted Subsidiary by which it

becomes a JV Subsidiary Guarantor and each Restricted Subsidiary of such JV

Subsidiary Guarantor that is not organized under the laws of the PRC or an Exempted

Subsidiary, and (B) a duly executed supplemental indenture to the Indenture pursuant to

which such JV Subsidiary Guarantor and each such Restricted Subsidiary of such JV

Subsidiary Guarantor will guarantee the payment of the Notes, each of which provides,

among other things, that the aggregate claims of the Trustee under such JV Subsidiary

Guarantee will be limited to the JV Entitlement Amount;

(ii) a duly executed Security Document that pledges in favor of the Global Security Agent

the Capital Stock of such JV Subsidiary Guarantor held by the Company or any

Subsidiary Guarantor, but not the Capital Stock of the direct or indirect Subsidiaries of


(iii) an Officers’ Certificate certifying a copy of a Board Resolution to the effect that such

JV Subsidiary Guarantee has been approved by a majority of the disinterested members

of the Board of Directors; and

(iv) an Opinion of Counsel by a law firm of recognized international standing confirming

that under New York law such JV Subsidiary Guarantee is valid, binding and

enforceable against the JV Subsidiary Guarantor providing such JV Subsidiary

Guarantee (subject to customary qualifications and assumptions)

Notwithstanding the foregoing paragraph, any such sale or issuance of the Capital Stock of the relevant

Subsidiary Guarantor (including where such sale results in the relevant Subsidiary Guarantor ceasing to be a

Restricted Subsidiary) will need to comply with the other covenants set forth in the Indenture, including the

“Limitation on Asset Sales,” “Limitation on Sales and Issuances of Capital Stock in Restricted Subsidiaries” and

“Limitation on Restricted Payments” covenants.

Any Net Cash Proceeds from the sale of such Capital Stock shall be applied by the Company (or any

Restricted Subsidiary) in accordance with the “Limitation on Asset Sales” covenant.

Security

The Company has agreed, for the benefit of the Holders, to extend the Lien on, or cause the initial

Subsidiary Guarantor Pledgors to extend the Lien on, as the case may be, the Capital Stock of all of the initial

Subsidiary Guarantors (the “Collateral”) owned by the Company or the Subsidiary Guarantor Pledgors on a first

priority basis (subject to Permitted Liens and to the Intercreditor Agreement) on the Original Issue Date in order

to secure the obligations of the Company under the Notes and the Indenture and of each initial Subsidiary

Guarantor Pledgor under its Subsidiary Guarantee.

The initial Subsidiary Guarantor Pledgors are Golden Wheel Diamond Company Limited（金輪鑽石有

限公司）, Golden Wheel Pearl Company Limited（金輪明珠有限公司）, Golden Wheel Jade Company

Limited（金輪翡翠有限公司）, Golden Wheel Jewel Company Limited（金輪寶石有限公司）, Golden

Wheel Crystal Company Limited（金輪水晶有限公司）, Golden Wheel Amber Company Limited（金輪琥珀

有限公司）, Golden Wheel Tourmaline Company Limited（金輪碧璽有限公司）, and Golden Wheel Opal

Company Limited（金輪奧寶有限公司）, Golden Wheel Liuli Company Limited（金輪琉璃有限公司）,

Golden Wheel Enamel Company Limited（金輪琺瑯有限公司）, Golden Wheel Emerald Company Limited（

金輪綠寶有限公司）, Golden Wheel Sapphire Company Limited（金輪藍寶有限公司）, and Golden Wheel

Ruby Company Limited（金輪紅寶有限公司）. The Capital Stock pledged by the Company and the initial

Subsidiary Guarantor Pledgors will be that of the initial Subsidiary Guarantors, all of which are holding

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companies or special purpose companies that do not have significant operations or real property assets other than

Capital Stock of the Non-Guarantor Subsidiaries.

None of the Capital Stock of the Non-Guarantor Subsidiaries will be pledged on the Original Issue Date

or at any time in the future. In addition, none of the Capital Stock of any future Restricted Subsidiary that is

organized under the laws of the PRC will be pledged at any time in the future. The Capital Stock of any JV

Subsidiary Guarantor owned by the Company or any Subsidiary Guarantor will be pledged to secure the

obligations of the Company under the Notes and the Indenture, and of such Subsidiary Guarantor under its

Subsidiary Guarantee, as the case may be, in the manner described above. However, none of the JV Subsidiary

Guarantors will provide a Security Document pledging the Capital Stock of its direct or indirect Subsidiaries as

security in favor of the Global Security Agent.

The Company has also agreed, for the benefit of the Holders, to pledge, or cause each Subsidiary

Guarantor (other than a JV Subsidiary Guarantor, if any) to pledge, the Capital Stock owned directly by the

Company or such Subsidiary Guarantor of any Person that becomes a Subsidiary Guarantor or JV Subsidiary

Guarantor (or any additional Capital Stock of an existing JV Subsidiary Guarantor acquired by the Company or a

Subsidiary Guarantor) after the Original Issue Date, immediately upon such Person becoming a Subsidiary

Guarantor or JV Subsidiary Guarantor, or additional shares of Capital Stock acquired or otherwise received after

the Original Issue Date by the Company or such Subsidiary Guarantor or JV Subsidiary Guarantor, to secure the

obligations of the Company under the Notes and the Indenture, and of such Subsidiary Guarantor under its

Subsidiary Guarantee, in the manner described above.

Each Subsidiary Guarantor that pledges Capital Stock of a Restricted Subsidiary after the Original Issue

Date is referred to as a “Future Subsidiary Guarantor Pledgor” and, upon giving such pledge, will be a

“Subsidiary Guarantor Pledgor.”

On the Original Issue Date, the Collateral will be shared on a pari passu basis pursuant to the

Intercreditor Agreement by the holders of the Notes, the holders of the 2022 USD Notes, the holders of the 2023

USD Notes and the holders of other Permitted Pari Passu Secured Indebtedness (if any). Accordingly, in the

event of a default on the Notes or the other secured indebtedness and a foreclosure on the Collateral, any

foreclosure proceeds would be shared by the holders of secured indebtedness in proportion to the outstanding

amounts of each class of secured indebtedness. In addition, under the Intercreditor Agreement (as defined

below), the Notes, the 2022 USD Notes and the 2023 USD Notes rank and shall rank pari passu with each other.

The value of the Collateral securing the Notes and the Subsidiary Guarantees of the Subsidiary Guarantor

Pledgors may not be sufficient to satisfy the Company’s and each of the Subsidiary Guarantor Pledgors’

obligations under the Notes and the Subsidiary Guarantees, and the Collateral may be reduced or diluted under

certain circumstances, including the issuance of Additional Notes and the incurrence of other Permitted Pari

Passu Secured Indebtedness and the disposition of assets comprising the Collateral, subject to the terms of the

Indenture. See “— Release of Security” and “Risk Factors — Risks Relating to the Subsidiary Guarantees, the

JV Subsidiary Guarantees and the Collateral.”

No appraisals of the Collateral have been prepared in connection with this offering of the Notes. There

can be no assurance that the proceeds of any sale of the Collateral, in whole or in part, pursuant to the Indenture

and the Security Documents following an Event of Default (as reduced by the obligations owed to other secured

creditors under the Intercreditor Agreement), would be sufficient to satisfy amounts due on the Notes or the

Subsidiary Guarantees of the Subsidiary Guarantor Pledgors. By its nature, some or all of the Collateral will be

illiquid and may have no readily ascertainable market value. Accordingly, there can be no assurance that the

Collateral would be sold in a timely manner or at all.

So long as no Payment Default has occurred and is continuing, and subject to the terms of the

Intercreditor Agreement, the Security Documents and the Indenture, the Company and the Subsidiary Guarantor

Pledgors, as the case may be, will be entitled to exercise any and all voting rights and to receive, retain and use

any and all cash dividends, stock dividends, liquidating dividends, non-cash dividends, shares or stock resulting

from stock splits or reclassifications, rights issues, warrants, options and other distributions (whether similar or

dissimilar to the foregoing) in respect of Capital Stock constituting Collateral.

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Permitted Pari Passu Secured Indebtedness

On or after the Original Issue Date, the Company and each Subsidiary Guarantor Pledgor may create

Liens on the Collateral pari passu with the Liens for the benefit of the Holders to secure Indebtedness of the

Company (including Additional Notes) and any Pari Passu Subsidiary Guarantee of a Subsidiary Guarantor

Pledgor with respect to such Indebtedness (such Indebtedness of the Company and any Subsidiary Guarantor

Pledgor, “Permitted Pari Passu Secured Indebtedness”); provided that (1) the Company or such Subsidiary

Guarantor Pledgor was permitted to Incur such Indebtedness under the covenant under the caption “—

Limitation on Indebtedness and Preferred Stock,” (2) the holders of such Indebtedness (other than Additional

Notes) (or their representative) become party to the Intercreditor Agreement referred to below; (3) the agreement

in respect of such Indebtedness contains provisions with respect to releases of Collateral that are substantially

similar to and no more restrictive on the Company and such Subsidiary Guarantor Pledgor than the provisions of

the Indenture and the Security Documents; and (4) the Company and such Subsidiary Guarantor Pledgor deliver

to the Trustee an Opinion of Counsel and Officers’ Certificate with respect to compliance with the conditions

stated immediately above.

Except for certain Permitted Liens and the Permitted Pari Passu Secured Indebtedness, the Company and

its Restricted Subsidiaries will not be permitted to issue or Incur any other Indebtedness secured by all or any

portion of the Collateral without the consent of each Holder of the Notes then outstanding.

Intercreditor Agreement

The Company, the certain initial Subsidiary Guarantor Pledgors and DB Trustees (Hong Kong) Limited

as Global Security Agent (the “Global Security Agent”), among others, have entered into an intercreditor

agreement dated September 2, 2013, as amended, supplemented and acceded to from time to time (the

“Intercreditor Agreement”), to which the Trustee will accede on the Original Issue Date by a supplement thereto,

pursuant to which they collectively agree, among other things, that:

DB Trustees (Hong Kong) Limited, as the Global Security Agent, will hold the Collateral on

behalf of the Holders, the holders of the 2022 USD Notes, the holders of the 2023 USD Notes

and any future holders of Permitted Pari Passu Secured Indebtedness (together, the “Secured

Creditors”);

the Collateral will be held by the Global Security Agent to secure the obligations owed under

the Notes, the 2022 USD Notes and the 2023 USD Notes and, subject to the satisfaction of

certain conditions, any future Permitted Pari Passu Secured Indebtedness (together, the

“Secured Liabilities”);

at any time while the Secured Liabilities are outstanding, the Global Security Agent has the

exclusive right to manage, perform and enforce the terms of the Security Documents relating to

the Collateral and to exercise and enforce all privileges, rights and remedies thereunder

according to the directions and/or instructions it receives from a representative of each class of

Secured Creditors; and

the proceeds of any enforcement or realization of all or any part of the Collateral secured

pursuant to the Collateral will be applied in payment of the respective Secured Liabilities of

each Secured Creditors on a pro rata basis (i.e. in proportion to the outstanding amounts of

each class of Secured Liabilities).

In order to be treated as Permitted Pari Passu Secured Indebtedness, the holders of any future

indebtedness that the Company wishes to treat as Permitted Pari Passu Secured Indebtedness (other than

Additional Notes), or their representative, must first accede to the Intercreditor Agreement by supplement, a

form of which is included therein, to join the holders of such Permitted Pari Passu Secured Indebtedness or their

representative as parties to the Intercreditor Agreement.

By accepting the Notes, each Holder shall be deemed to have consented to the execution of the

supplement Intercreditor Agreement, any supplements, amendments or modifications thereto, and any future

intercreditor agreement that may be required under the terms of the Indenture.

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Enforcement of Security

The first priority Liens (subject to any Permitted Liens) securing the Notes and the Subsidiary Guarantees

of the Subsidiary Guarantor Pledgors will be granted to the Global Security Agent. The Global Security Agent,

subject to the Intercreditor Agreement, will hold such Liens and security interests in the Collateral granted

pursuant to the Security Documents with sole authority as directed by such creditors or their respective Creditor

Representatives (as defined in the Intercreditor Agreement) to exercise remedies under the Security Documents.

The Global Security Agent has agreed to act as secured party on behalf of the Holders under the Intercreditor

Agreement and the applicable Security Documents, to follow the instructions provided to it under the Debt

Documents, the Intercreditor Agreement and/or the Security Documents and to carry out certain other duties.

The Trustee will give instructions to the Global Security Agent in accordance with instructions received from the

Holders under the Indenture.

The Indenture and/or the Security Documents principally provide that, at any time while the Notes are

outstanding, the Global Security Agent has the right to manage, perform and enforce the terms of the

Intercreditor Agreement and the Security Documents relating to the Collateral and to exercise and enforce all

privileges, rights and remedies thereunder according to its direction, including to take or retake control or

possession of the Collateral and to hold, prepare for sale, process, lease, dispose of or liquidate the Collateral,

including, without limitation, following the occurrence of an Event of Default under the Indenture. However,

although the Trustee may, as the Creditor Representative of the Holders, subject to the terms of the Intercreditor

Agreement, instruct the Global Security Agent to foreclose the Collateral upon the occurrence of an Event of

Default that is continuing, such instruction may be overruled by a contrary instruction to the Global Security

Agent from holders of more than 75% of all such indebtedness that is subject to the Intercreditor Agreement. See

“Risk Factors — The value of the Collateral will likely not be sufficient to satisfy our obligations under the

Notes and other pari passu secured indebtedness.”

All payments received and all amounts held by the Global Security Agent in respect of the Collateral

under the Intercreditor Agreement and the Security Documents will be applied as follows:

first, to the Global Security Agent to the extent necessary to reimburse the Global Security Agent for any

expenses (including expenses of its counsel) incurred in connection with the collection or distribution of such

amounts held or realized or in connection with expenses incurred in enforcing all available remedies under the

Intercreditor Agreement and the Security Documents and preserving the Collateral and all amounts for which the

Global Security Agent is entitled to indemnification under the Intercreditor Agreement and the Security

Documents;

second, to the Trustee and other Creditor Representatives, to the extent necessary to reimburse the

foregoing persons ratably for any unpaid fees, costs and expenses (including expenses of any payment agents,

transfer agents, registrars or other agents in connection therewith appointed in connection with the foregoing and

expenses of counsel) incurred under any Debt Document (or any other document in connection with the

foregoing that such paying agents, transfer agents, registrars or other agents are party to) in connection with the

collection or distribution of such amounts held or realized or in connection with expenses incurred in enforcing

all available remedies under the Debt Documents, the Intercreditor Agreement and the Security Documents and

preserving the Collateral and all amounts for which the foregoing persons are entitled to indemnification under

the Debt Documents, the Intercreditor Agreement and the Security Documents;

third, ratably to the trustee for the 2022 USD Notes for the benefit of the holders of the 2022 USD Notes,

the trustee for the 2023 USD Notes for the benefit of the holders of the 2023 USD Notes and the Trustee for the

benefit of the Holders and other Secured Creditors of any other Permitted Pari Passu Secured Indebtedness (in

each case, to the extent not paid pursuant to the paragraphs above), inclusive of any fees and expenses of the

foregoing persons and the principal, interest, premium thereon and for the benefit of the holders each thereof in

accordance with the terms of the relevant Debt Documents; and

fourth, any surplus remaining after such payments will be paid to the Company, the Subsidiary Guarantor

Pledgors or whomever may be lawfully entitled thereto.

The Global Security Agent will not be obligated to expend its own funds, foreclose on the Collateral or

exercise remedies available if it does not receive indemnification and/or security (including by way of pre-

funding) to its satisfaction. In addition, the Global Security Agent’s ability to foreclose on the Collateral may be

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subject to lack of perfection, the consent of third parties, prior Liens and practical problems associated with the

realization of the Global Security Agent’s Liens on the Collateral. Neither the Global Security Agent nor any of

its officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness,

value or protection of any Collateral securing the Notes, for the legality, enforceability, effectiveness or

sufficiency of the Security Documents, for the creation, perfection, continuation, priority, sufficiency or

protection of any of the Liens, or for any defect or deficiency as to any such matters, or for any failure to

demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any

delay in doing so.

The Security Documents will provide that the Company and the Subsidiary Guarantor Pledgors shall

jointly and severally indemnify the Global Security Agent for all liabilities, obligations, losses, damages,

penalties, actions, judgments, suits, costs, expenses or disbursements of any kind imposed against the Global

Security Agent arising out of the Security Documents except to the extent that any of the foregoing have resulted

from the gross negligence or willful misconduct of the Global Security Agent.

This section, “— Enforcement of Security,” shall be subject to any amendments to the Security

Documents or the Indenture to permit the creation of Liens on the Collateral to secure Permitted Pari Passu

Secured Indebtedness in accordance with “— Permitted Pari Passu Secured Indebtedness” above.

Release of Security

Subject to the Intercreditor Agreement, the security created in respect of the Collateral granted under the

Security Documents may be released with respect to the Notes in certain circumstances, including:

upon repayment in full of the Notes;

upon defeasance and discharge of the Notes as provided below under the caption “—

Defeasance — Defeasance and Discharge”;

upon certain dispositions of the Collateral in compliance with the covenants described under

the captions “— Limitation on Sales and Issuances of Capital Stock in Restricted Subsidiaries”

or “— Limitation on Asset Sales” or in accordance with the provision under the caption “—

Consolidation, Merger and Sale of Assets”;

with respect to security granted by a Subsidiary Guarantor Pledgor, upon the release of the

Subsidiary Guarantee of such Subsidiary Guarantor Pledgor in accordance with the terms of

the Indenture; and

in connection with and upon execution of a JV Subsidiary Guarantee by a JV Subsidiary

Guarantor, all pledges of Capital Stock granted by such JV Subsidiary Guarantor and its direct

and indirect Subsidiaries shall be released.

Further Issues

Subject to the covenants described below and in accordance with the terms of the Indenture, the Company

may, from time to time, without notice to or the consent of the Holders, create and issue Additional Notes having

the same terms and conditions as the Notes (including the benefit of the Subsidiary Guarantees and JV

Subsidiary Guarantees) in all respects (or in all respects except for the issue date, issue price and the first

payment of interest on them and, to the extent necessary, certain temporary securities law transfer restrictions) (a

“Further Issue”) so that such Additional Notes may be consolidated and form a single class with the previously

outstanding Notes and vote together as one class on all matters with respect to the Notes; provided that the

issuance of any such Additional Notes shall then be permitted under the “Limitation on Indebtedness and

Preferred Stock” covenant described below and the other provisions of the Indenture.

Optional Redemption

At any time and from time to time prior to July 11, 2023, the Company may at its option redeem the

Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of such Notes plus

the Applicable Premium as of, plus accrued and unpaid interest, if any, to (but not including) the redemption

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date. Neither the Trustee nor any of the Agents shall be responsible for verifying or calculating the Applicable

Premium.

At any time and from time to time prior to July 11, 2023, the Company may at its option redeem up to

35% of the aggregate principal amount of the Notes with the Net Cash Proceeds of one or more sales of

Common Stock of the Company in an Equity Offering at a redemption price of 116.0% of the principal amount

of the Notes plus accrued and unpaid interest, if any, to (but not including) the redemption date; provided that at

least 65% of the aggregate principal amount of the Notes originally issued on the Original Issue Date remains

outstanding after each such redemption and any such redemption takes place within 60 days after the closing of

the related Equity Offering.

The Company will give not less than 30 days’ and not more than 60 days’ notice of any redemption to the

Holders and the Trustee. If less than all of the Notes are to be redeemed at any time, the Notes for redemption

will be selected as follows:

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements

of the principal national securities exchange on which the Notes are listed and/or if the Notes

are held through any clearing systems, in compliance with the requirements of the clearing

systems through which the Notes are held; or

(2) if the Notes are not listed on any national securities exchange or not held through any clearing

systems, on a pro rata basis, by lot or by such method as the Trustee in its sole and absolute

discretion deems fair and appropriate, unless otherwise required by law.

A Note of US$200,000 in principal amount or less shall not be redeemed in part. If any Note is to be

redeemed in part only, the notice of redemption relating to such Note will state the portion of the principal

amount to be redeemed. With respect to any certificated Note, a new Note in principal amount equal to the

unredeemed portion will be issued upon cancellation of the original Note. On and after the redemption date,

interest will cease to accrue on the Notes or portions of them called for redemption.

Repurchase of Notes upon a Change of Control Triggering Event

Not later than 30 days following a Change of Control Triggering Event, the Company will make an Offer

to Purchase all outstanding Notes (a “Change of Control Offer”) at a purchase price equal to 101% of the

principal amount thereof plus accrued and unpaid interest, if any, to (but not including) the Offer to Purchase

Payment Date.

The Company has agreed in the Indenture that upon a Change of Control Triggering Event it will timely

repay all Indebtedness or obtain consents as necessary under, or terminate, agreements or instruments that would

otherwise prohibit a Change of Control Offer required to be made pursuant to the Indenture. Notwithstanding

this agreement of the Company, it is important to note that if the Company is unable to repay (or cause to be

repaid) all of the Indebtedness, if any, that would prohibit repurchase of the Notes or is unable to obtain the

requisite consents of the holders of such Indebtedness, or terminate any agreements or instruments that would

otherwise prohibit a Change of Control Offer, it would continue to be prohibited from purchasing the Notes. In

that case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the

Indenture.

Certain of the events constituting a Change of Control Triggering Event under the Notes will also

constitute an event of default under certain debt instruments of the Company and its Subsidiaries. Future debt of

the Company may also (1) prohibit the Company from purchasing Notes in the event of a Change of Control

Triggering Event; (2) provide that a Change of Control Triggering Event is a default; or (3) require repurchase of

such debt upon a Change of Control Triggering Event.

Moreover, the exercise by the Holders of their right to require the Company to purchase the Notes could

cause a default under other Indebtedness, even if the Change of Control Triggering Event itself does not, due to

the financial effect of the purchase on the Company. The Company’s ability to pay cash to the Holders following

the occurrence of a Change of Control Triggering Event may be limited by the Company’s, the Subsidiary

Guarantor’s and the JV Subsidiary Guarantor’s then-existing financial resources. There can be no assurance that

sufficient funds will be available when necessary to make the required purchase of the Notes. See “Risk Factors

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— Risks Relating to the Notes — We may not be able to repurchase the Notes upon a Change of Control

Triggering Event.”

One Business Day prior to the Offer to Purchase Payment Date, the Company shall deposit with the

Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof to be accepted by the

Company for payment on the Offer to Purchase Payment Date. On the Offer to Purchase Payment Date, the

Company shall to the extent lawful: (a) accept for payment on a pro rata basis Notes or portions thereof tendered

pursuant to an Offer to Purchase; (b) deposit with the Paying Agent money sufficient to pay the purchase price of

all Notes or portions thereof so accepted; and (c) deliver, or cause to be delivered, to the Trustee all Notes or

portions thereof so accepted together with an Officers’ Certificate specifying the Notes or portions thereof

accepted for payment by the Company. The Paying Agent shall promptly mail to the Holders of Notes so

accepted payment in an amount equal to the purchase price, and the Registrar or an authenticating agent shall

promptly authenticate and mail to such Holders a new Note equal in principal amount to any unpurchased

portion of the Note surrendered; provided that each Note purchased and each new Note issued shall be in a

principal amount of US$200,000 or integral multiples of US$1,000 in excess thereof. The Company will

publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. The

Company will comply with Rule 14e-1 under the U.S. Exchange Act and any other securities laws and

regulations thereunder to the extent such laws and regulations are applicable, in the event that the Company is

required to repurchase Notes pursuant to an Offer to Purchase.

The offer is required to contain or incorporate by reference information concerning the business of the

Company and its Subsidiaries which the Company in good faith believes will assist such Holders to make an

informed decision with respect to the Offer to Purchase, including a brief description of the events requiring the

Company to make the Offer to Purchase, and any other information required by applicable law to be included

therein. The offer is required to contain all instructions and materials necessary to enable such Holders to tender

Notes pursuant to the Offer to Purchase.

The definition of Change of Control includes a phrase relating to the sale of “all or substantially all” of

the assets of the Company. Although there is a limited body of case law interpreting the phrase “all or

substantially all,” no precise definition of the phrase has been established. Accordingly, the ability of a Holder of

Notes to require the Company to repurchase such Holder’s Notes as a result of a sale of less than all the assets of

the Company to another person or group is uncertain and will be dependent upon particular facts and

circumstances.

Notwithstanding the above, the Company will not be required to make a Change of Control Offer

following a Change of Control if a third party makes the Changes of Control Offer in the same manner, at the

same times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change

of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such

Change of Control Offer.

Except as described above with respect to a Change of Control Triggering Event, the Indenture does not

contain provisions that permit the Holders to require that the Company purchase or redeem the Notes in the

event of a takeover, recapitalization or similar transaction.

No Mandatory Redemption or Sinking Fund

There will be no mandatory redemption or sinking fund payments for the Notes.

Additional Amounts

All payments of principal, premium (if any) and interest on the Notes or under the Subsidiary Guarantees

or JV Subsidiary Guarantees will be made without withholding or deduction for, or on account of, any present or

future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any

jurisdiction in which the Company, a Surviving Person (as defined under the caption “— Consolidation, Merger

and Sale of Assets”) or an applicable Subsidiary Guarantor or an applicable JV Subsidiary Guarantor is

organized or resident for tax purposes or through which payment is made (or any political subdivision or taxing

authority thereof or therein) including, without limitation, the PRC (each, as applicable, a “Relevant

Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy

having the force of law. In the event that any such withholding or deduction is so required, the Company, a

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Surviving Person or the applicable Subsidiary Guarantor or the applicable JV Subsidiary Guarantors, as the case

may be, will pay such additional amounts (“Additional Amounts”) as will result in receipt by the Holder of each

Note or the Subsidiary Guarantee, or the JV Subsidiary Guarantee, as the case may be, of such amounts as would

have been received by such Holder had no such withholding or deduction been required, except that no

Additional Amounts shall be payable:

(1) for or on account of:

(a) any tax, duty, assessment or other governmental charge that would not have been

imposed but for:

(i) the existence of any present or former connection between the Holder or

beneficial

owner of such Note or Subsidiary Guarantee or JV Subsidiary Guarantee, as the

case may be, and the Relevant Jurisdiction other than merely holding such Note

or the receipt of payments thereunder or under a Subsidiary Guarantee or JV

Subsidiary Guarantee, including, without limitation, such Holder or beneficial

owner being or having been a national, domiciliary or resident of such Relevant

Jurisdiction or treated as a resident thereof or being or having been physically

present or engaged in a trade or business therein or having or having had a

permanent establishment therein;

(ii) the presentation of such Note (in cases in which presentation is required) more

than 30 days after the later of the date on which the payment of the principal of,

premium, if any, and interest on, such Note became due and payable pursuant to

the terms thereof or was made or duly provided for, except to the extent that the

Holder thereof would have been entitled to such Additional Amounts if it had

presented such Note for payment on any date within such 30-day period;

(iii) the failure of the Holder or beneficial owner to comply with a timely request of

the Company, a Surviving Person, any Subsidiary Guarantor or JV Subsidiary

Guarantor, addressed to the Holder to provide information concerning such

Holder’s or beneficial owner’s nationality, residence, identity or connection with

any Relevant Jurisdiction, if and to the extent that due and timely compliance

with such request is required under the laws of such jurisdiction in order to

reduce or eliminate any withholding or deduction as to which Additional

Amounts would have otherwise been payable to such Holder; or

(iv) the presentation of such Note (in cases in which presentation is required) for

payment in the Relevant Jurisdiction, unless such Note could not have been

presented for payment elsewhere;

(b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment

or other governmental charge;

(c) any tax, assessment, withholding or deduction required by sections 1471 through 1474

of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), any current or

future Treasury regulations or rulings promulgated thereunder, any intergovernmental

agreement between the United States and any other jurisdiction to implement FATCA,

any law, regulation or other official guidance enacted in any jurisdiction implementing

such an intergovernmental agreement or FATCA, or any agreement with the U.S.

Internal Revenue Service under FATCA; or

(d) any combination of taxes, duties, assessments or other governmental charges referred to

in the preceding clauses (a), (b) and (c); or

(2) to a Holder that is a fiduciary, partnership or person other than the sole beneficial owner of any

payment to the extent that such payment would be required to be included in the income under the

laws of a Relevant Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the

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fiduciary, or a member of that partnership or a beneficial owner who would not have been entitled to

such Additional Amounts had that beneficiary, settlor, partner or beneficial owner been the Holder

thereof.

Whenever there is mentioned in any context the payment of principal of, and any premium or interest on,

any Note or under any Subsidiary Guarantee or JV Subsidiary Guarantee, such mention shall be deemed to

include payment of Additional Amounts provided for in the Indenture to the extent that, in such context,

Additional Amounts are, were or would be payable in respect thereof.

Redemption for Taxation Reasons

The Notes may be redeemed, at the option of the Company or a Surviving Person with respect to the

Company, as a whole but not in part, upon giving not less than 30 days’ nor more than 60 days’ notice to the

Holders (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof,

together with accrued and unpaid interest (including any Additional Amounts), if any, to the date fixed by the

Company or the Surviving Person, as the case may be, for redemption (the “Tax Redemption Date”) if, as a

result of:

(1) any change in, or amendment to, the laws (or any regulations or rulings promulgated

thereunder) of a Relevant Jurisdiction affecting taxation; or

(2) any change in the existing official position or the stating of an official position regardi ng the

application or interpretation of such laws, regulations or rulings (including a holding, judgment

or order by a court of competent jurisdiction),

which change or amendment becomes effective (or in the case of an official position, is announced) (i)

with respect to the Company or any initial Subsidiary Guarantor, on or after the Original Issue Date, or (ii) with

respect to any future Subsidiary Guarantor, JV Subsidiary Guarantor or Surviving Person, on or after the date

such future Subsidiary Guarantor, JV Subsidiary Guarantor or Surviving Person becomes a Future Subsidiary

Guarantor, JV Subsidiary Guarantor or Surviving Person, with respect to any payment due or to become due

under the Notes or the Indenture, the Company, a Surviving Person or a Subsidiary Guarantor or JV Subsidiary

Guarantor, as the case may be, is, or on the next Interest Payment Date would be, required to pay Additional

Amounts, and such requirement cannot be avoided by the taking of reasonable measures by the Company, a

Surviving Person or a Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be; provided that no

such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company, a

Surviving Person or a Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, would be obligated

to pay such Additional Amounts if a payment in respect of the Notes were then due.

Prior to the mailing of any notice of redemption of the Notes as provided above, the Company, a

Surviving Person or a Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, will deliver to the

Trustee at least 30 days but not more than 60 days before a redemption date:

(1) an Officers’ Certificate stating that such change, amendment or stating of an off icial position

referred to in the prior paragraph has occurred, describing the facts related thereto and stating

that such requirement cannot be avoided by the Company, a Surviving Person or a Subsidiary

Guarantor or JV Subsidiary Guarantor, as the case may be, taking reasonable measures

available to it; and

(2) an Opinion of Counsel or an opinion of a tax consultant, in either case of recognized standing

with respect to tax matters of the Relevant Jurisdiction, stating that the requirement to pay such

Additional Amounts results from such change, amendment or stating of an official position

referred to in the prior paragraph.

The Trustee shall be entitled to conclusively rely on and accept such certificate and opinion as sufficient

evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive

and binding on the Holders.

Any Notes that are redeemed will be cancelled.

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Open Market Purchases and Cancellation of Notes

The Company may purchase Notes in the open market or by tender or by any other means at any price, so

long as such acquisition does not otherwise violate the terms of the Indenture, the Intercreditor Agreement or the

Security Documents and is otherwise in compliance with applicable laws.

Certain Covenants

Set forth below are summaries of certain covenants contained in the Indenture.

Limitation on Indebtedness and Preferred stock

(1) The Company will not, and will not permit any Restricted Subsidiary to, Incur any

Indebtedness (including Acquired Indebtedness), and the Company will not permit any

Restricted Subsidiary to issue Preferred Stock, provided that the Company, any Subsidiary

Guarantor or any JV Subsidiary Guarantor may Incur Indebtedness (including Acquired

Indebtedness) and any Non-Guarantor Subsidiary may Incur Permitted Subsidiary Indebtedness

if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of

the proceeds therefrom, (x) no Default has occurred and is continuing and (y) the Fixed Charge

Coverage Ratio would be not less than 2.5 to 1.0. Notwithstanding the foregoing, the Company

will not permit any Restricted Subsidiary to Incur any Disqualified Stock (other than

Disqualified Stock of Restricted Subsidiaries held by the Company, a Subsidiary Guarantor or

JV Subsidiary Guarantor, so long as it is so held).

(2) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted

Subsidiary may Incur each and all of the following (“Permitted Indebtedness”):

(a) Indebtedness under the Notes (excluding any Additional Notes) and each Subsidiary

Guarantee and JV Subsidiary Guarantee;

(b) any Pari Passu Subsidiary Guarantees;

(c) Indebtedness of the Company or any Restricted Subsidiary outstanding on the Original

Issue Date excluding Indebtedness permitted under clause (d); provided that such

Indebtedness of Non-Guarantor Subsidiaries shall be included in the calculation of

Permitted Subsidiary Indebtedness other than any such Indebtedness described in

clauses (a) and (b) above and clauses (d), (f) and (g) below;

(d) Indebtedness of the Company or Indebtedness or Preferred Stock of any Restricted

Subsidiary owed to the Company or any Restricted Subsidiary; provided that (i) any

event which results in any such Restricted Subsidiary ceasing to be a Restricted

Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company

or any Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence

of such Indebtedness not permitted by this clause (d), (ii) if the Company is the obligor

on such Indebtedness, such Indebtedness must be unsecured and be expressly

subordinated in right of payment to the Notes, and if a Subsidiary Guarantor or a JV

Subsidiary Guarantor is the obligor on such Indebtedness and the Company is not the

obligee, such Indebtedness must be unsecured and expressly be subordinated in right of

payment to the Subsidiary Guarantee of such Subsidiary Guarantor or the JV Subsidiary

Guarantee of such JV Subsidiary Guarantor, as the case may be;

(e) Indebtedness (“Permitted Refinancing Indebtedness”) issued in exchange for, or the net

proceeds of which are used to refinance, refund, replace, exchange, renew, repay

defease, discharge or extend (collectively, “refinance” and “refinances” and

“refinanced” shall have a correlative meaning), then outstanding Indebtedness (or

Indebtedness that is no longer outstanding but is refinanced substantially concurrently

with the Incurrence of such Permitted Refinancing Indebtedness) Incurred under the

immediately preceding paragraph (1) or clauses (a), (b), (c), (e), (h), (p), (q), (r), (s) or

(u) of this paragraph (2) and any refinancings thereof in an amount not to exceed the

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amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses);

provided that (i) Indebtedness the proceeds of which are used to refinance or refund the

Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the

Notes or a Subsidiary Guarantee or a JV Subsidiary Guarantee shall only be permitted

under this clause (e) if (A) in case the Notes are refinanced in part or the Indebtedness to

be refinanced is pari passu with the Notes or a Subsidiary Guarantee or a JV Subsidiary

Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or

instrument pursuant to which such new Indebtedness is outstanding, is pari passu with,

or expressly made subordinate in right of payment to, the remaining Notes or such

Subsidiary Guarantee or such JV Subsidiary Guarantee, or (B) in case the Indebtedness

to be refinanced is subordinated in right of payment to the Notes or a Subsidiary

Guarantee or a JV Subsidiary Guarantee, such new Indebtedness, by its terms or by the

terms of any agreement or instrument pursuant to which such new Indebtedness is

issued or remains outstanding, is expressly made subordinate in right of payment to the

Notes or such Subsidiary Guarantee or such JV Subsidiary Guarantee at least to the

extent that the Indebtedness to be refinanced is subordinated to the Notes or such

Subsidiary Guarantee or such JV Subsidiary Guarantee, (ii) such new Indebtedness,

determined as of the date of Incurrence of such new Indebtedness, does not mature prior

to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average

Life of such new Indebtedness is at least equal to the remaining Average Life of the

Indebtedness to be refinanced or refunded, (iii) in no event may Indebtedness of the

Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor be refinanced

pursuant to this clause by means of any Indebtedness of any Restricted Subsidiary that is

not a Subsidiary Guarantor or a JV Subsidiary Guarantor, and (iv) in no event may

Indebtedness of the Company or any Subsidiary Guarantor be refinanced pursuant to

this clause by means of any Indebtedness of any JV Subsidiary Guarantor;

(f) Indebtedness Incurred by the Company or any Restricted Subsidiary pursuant to

Hedging Obligations entered into in the ordinary course of business and designed solely

to protect the Company or any of its Restricted Subsidiaries from fluctuations in interest

rates, currencies or the price of commodities and not for speculation;

(g) Pre-Registration Mortgage Guarantees by the Company or any Restricted Subsidiary;

(h) Indebtedness Incurred by the Company or any Restricted Subsidiary for the purpose of

financing (x) all or any part of the purchase price of assets, real or personal property

(including the lease purchase price of land use rights) or equipment to be used in the

ordinary course of business by the Company or a Restricted Subsidiary in the Permitted

Business, including any such purchase through the acquisition of Capital Stock of any

Person that owns such real or personal property or equipment which will, upon

acquisition, become a Restricted Subsidiary, or (y) all or any part of the purchase price

or the cost of development, construction or improvement of real or personal property

(including the lease purchase price of land use rights) or equipment to be used in the

ordinary course of business by the Company or such Restricted Subsidiary in the

Permitted Business; provided that in the case of clauses (x) and (y), (A) the aggregate

principal amount of such Indebtedness shall not exceed such purchase price or cost, (B)

such Indebtedness shall be Incurred no later than 180 days after the acquisition of such

property or completion of such development, construction or improvement and (C) on

the date of the Incurrence of such Indebtedness and after giving effect thereto, the sum

of (1) the aggregate principal amount outstanding of all such Indebtedness permitted by

this clause (h) (together with refinancings thereof, but excluding any Contractor

Guarantee Incurred under this clause (h) to the extent the amount of such Contractor

Guarantee is otherwise reflected in such aggregate principal amount) plus (2) the

aggregate principal amount outstanding of all Indebtedness Incurred under clauses (p),

(q), (r) and (u) below (together with any refinancings thereof, but excluding any

Contractor, Guarantee or Guarantees Incurred under clauses (p), (q), (r) and (u) to the

extent the amount of such Contractor Guarantee or Guarantees Incurred are reflected in

such aggregate principal amount) does not exceed an amount equal to 25% of Total

Assets;

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(i) Indebtedness Incurred by the Company or any Restricted Subsidiary constituting

reimbursement obligations with respect to workers’ compensation claims or self -

insurance obligations or bid, performance or surety bonds (in each case other than for an

obligation for borrowed money);

(j) Indebtedness Incurred by the Company or any Restricted Subsidiary constituting

reimbursement obligations with respect to letters of credit or trade guarantees issued in

the ordinary course of business to the extent that such letters of credit or trade

guarantees are not drawn upon or, if drawn upon, to the extent such drawing is

reimbursed no later than 30 days following receipt by the Company or such Restricted

Subsidiary of a demand for reimbursement;

(k) Indebtedness arising from agreements providing for indemnification, adjustment of

purchase price or similar obligations, or from Guarantees or letters of credit, surety

bonds or performance bonds securing any obligation of the Company or any Restricted

Subsidiary pursuant to such agreements, in any case, Incurred in connection with the

disposition of any business, assets or Restricted Subsidiary, other than Guarantees of

Indebtedness Incurred by any Person acquiring all or any portion of such business,

assets or Restricted Subsidiary for the purpose of financing such acquisition; provided

that the maximum aggregate liability in respect of all such Indebtedness shall at no time

exceed the gross proceeds actually received from the sale of such business, assets or

Restricted Subsidiary;

(l) Indebtedness arising from the honoring by a bank or other financial institution of a

check, draft or similar instrument drawn against insufficient funds in the ordinary course

of business provided, however, that such Indebtedness is extinguished within five

Business Days of Incurrence;

(m) Guarantees by the Company or any Restricted Subsidiary of Indebtedness of the

Company or any Restricted Subsidiary that was permitted to be Incurred by another

provision of this covenant, subject to the covenant described under the caption ‘—

Limitation on Issuances of Guarantees by Restricted Subsidiaries”;

(n) Indebtedness of the Company or any Restricted Subsidiary with a maturity of within one

year or less; provided that the aggregate principal amount of Indebtedness permitted by

this clause (n) at any time outstanding does not exceed RMB125.0 million (or the RMB

Equivalent thereof);

(o) Indebtedness of the Company or any Restricted Subsidiary constituting an obligation to

pay the deferred purchase price of Capital Stock of a Person pursuant to a Staged

Acquisition Agreement, to the extent that such deferred purchase price is paid within 12

months after the date the Company or such Restricted Subsidiary enters into such Staged

Acquisition Agreement;

(p) Indebtedness Incurred by any Restricted Subsidiary which is secured by Investment

Properties, and Guarantees thereof by the Company or any Restricted Subsidiary;

provided that on the date of the Incurrence of such Indebtedness and after giving effect

thereto, the sum of (1) the aggregate principal amount outstanding of all such

Indebtedness Incurred pursuant to this clause (p) (together with any refinancings

thereof, but excluding any Guarantees Incurred under this clause (p) to the extent the

amount of such Guarantees is otherwise reflected in such aggregate principal amount),

plus (2) the aggregate principal amount outstanding of all such Indebtedness Incurred

pursuant to clause (h) above and clauses (q), (r) and (u) below (together with any

refinancings thereof, but excluding any Contractor Guarantees or Guarantees Incurred

under clauses (h), (q), (r) and (u) to the extent the amount of such Contractor Guarantees

or Guarantees is otherwise reflected in such aggregate principal amount), does not

exceed an amount equal to 25% of Total Assets;

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(q) Cross Border Secured Indebtedness Incurred by the Company or any Restricted

Subsidiary; provided that on the date of the Incurrence of such Indebtedness and after

giving effect thereto, the sum of (1) the aggregate principal amount outstanding of all

such Indebtedness Incurred pursuant to this clause (together with any refinancings

thereof, but excluding any Guarantees Incurred under this clause (q) to the extent the

amount of such Guarantees is otherwise reflected in such aggregate principal amount),

plus (2) the aggregate principal amount outstanding of all such Indebtedness Incurred

pursuant to clauses (h) and (p) above and clauses (r) and (u) below (together with any

refinancings thereof, but excluding any Contractor Guarantees or Guarantees Incurred

under clauses (h), (p), (r) and (u) to the extent the amount of such Contractor Guarantees

or Guarantees is otherwise reflected in such aggregate principal amount), does not

exceed an amount equal to 25% of Total Assets;

(r) Indebtedness Incurred by the Company or any Restricted Subsidiary arising from any

Investment made by a Trust Company Investor in a Restricted Subsidiary; provided that

on the date of the Incurrence of such Indebtedness and after giving effect thereto, the

sum of (1) the aggregate principal amount outstanding of all such Indebtedness Incurred

pursuant to this clause (r) (together with any refinancings thereof but excluding any

Guarantees Incurred under this clause (r) to the extent the amount of such Guarantees is

otherwise reflected in such aggregate principal amount) plus (2) the aggregate principal

amount outstanding of all Indebtedness Incurred under clauses (h), (p) and (q) above

and clause (u) below (together with any refinancings thereof, but excluding any

Contractor Guarantees or Guarantees Incurred under clauses (h), (p), (q) and (u) to the

extent the amount of such Contractor Guarantees or Guarantees is otherwise reflected in

such aggregate principal amount), does not exceed an amount equal to 25% of Total

Assets;

(s) Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal

amount outstanding at any time (together with refinancings thereof) not to exceed

RMB90.0 million (or the RMB Equivalent thereof);

(t) Indebtedness Incurred by the Company or a Restricted Subsidiary constituting a

Subordinated Shareholder Loan; and

(u) Indebtedness Incurred by the Company or any Restricted Subsidiary constituting a

Guarantee of Indebtedness of any Person (other than a Restricted Subsidiary); provided

that on the date of the Incurrence of such Indebtedness and after giving effect thereto,

the sum of (1) the aggregate principal amount outstanding of all such Indebtedness

Incurred pursuant to this clause (u) (together with any refinancings thereof but

excluding any Guarantees Incurred under this clause (u) to the extent the amount of such

Guarantees is otherwise reflected in such aggregate principal amount) plus (2) the

aggregate principal amount outstanding of all Indebtedness Incurred under clauses (h),

(p), (q) and (r) above (together with any refinancings thereof, but excluding any

Contractor Guarantees or Guarantees Incurred under clauses (h), (p), (q) and (r) to the

extent the amount of such Contractor Guarantees or Guarantees is otherwise reflected in

such aggregate principal amount), does not exceed an amount equal to 25% of Total

Assets.

(3) For purposes of determining compliance with this “Limitation on Indebtedness and Preferred

Stock” covenant, in the event that an item of Indebtedness meets the criteria of more than one

of the types of Indebtedness described above, including under the proviso in the first paragraph

of part (1), the Company, in its sole discretion, shall classify, and from time to time may

reclassify, such item of Indebtedness in one or more such types.

Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness

that may be Incurred pursuant to this covenant will not be deemed to be exceeded with respect

to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of

currencies.

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Limitation on Restricted Payments

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly (the

payments or any other actions described in clauses (1) through (4) below being collectively referred to as

“Restricted Payments”):

(1) declare or pay any dividend or make any distribution on or with respect to the Company’s or

any of its Restricted Subsidiaries’ Capital Stock (other than dividends or distributions payable

solely in shares of the Company’s or any of its Restricted Subsidiaries’ Capital Stock (other

than Disqualified Stock or Preferred Stock) or in options, warrants or other rights to acquire

shares of such Capital Stock) held by Persons other than the Company or any Wholly Owned

Restricted Subsidiary;

(2) purchase, call for redemption or redeem, retire or otherwise acquire for value any shares of

Capital Stock of the Company or any Restricted Subsidiary (including options, warrants or

other rights to acquire such shares of Capital Stock) or any direct or indirect parent of the

Company held by any Persons other than (i) the purchase of Capital Stock of a Restricted

Subsidiary pursuant to a Staged Acquisition Agreement permitted to be entered into under the

Indenture or (ii) the Company or any Wholly Owned Restricted Subsidiary, other than the

purchase of Capital Stock of a Restricted Subsidiary held by a Trust Company Investor;

(3) make any voluntary or optional principal payment, or voluntary or optional redemption,

repurchase, defeasance, or other acquisition or retirement for value, of Indebtedness that is

subordinated in right of payment to the Notes or any of the Subsidiary Guarantees or any of the

JV Subsidiary Guarantees (excluding any intercompany Indebtedness between or among the

Company and any Wholly Owned Restricted Subsidiary); or

(4) make any Investment, other than a Permitted Investment;

if, at the time of, and after giving effect to, the proposed Restricted Payment:

(a) a Default has occurred and is continuing or would occur as a result of such Restricted

Payment;

(b) the Company could not Incur at least RMB10.00 of Indebtedness under the proviso in

the first paragraph of part (1) of the covenant under the caption “— Limitation on

Indebtedness and Preferred Stock”; or

(c) such Restricted Payment, together with the aggregate amount of all Restricted Payments

made by the Company and its Restricted Subsidiaries after the Measurement Date, shall

exceed the sum of (without duplication):

(i) 50% of the aggregate amount of the Consolidated Net Income of the Company

(or, if the Consolidated Net Income is a loss, minus 100% of the amount of such

loss) accrued on a cumulative basis during the period (taken as one accounting

period) beginning on the first day of the fiscal quarter during which the

Measurement Date occurred and ending on the last day of the Company’s most

recently ended fiscal quarter for which consolidated financial statements of the

Company (which the Company shall use its best efforts to compile in a timely

manner) are available (which may include internal consolidated financial

statements); plus

(ii) 100% of the aggregate Net Cash Proceeds received by the Company after the

Measurement Date as a capital contribution to its common equity or from the

issuance and sale of its Capital Stock (other than Disqualified Stock) to a Person

who is not a Subsidiary of the Company, including any such Net Cash Proceeds

received upon (A) the conversion of any Indebtedness (other than Subordinated

Indebtedness) of the Company into Capital Stock (other than Disqualified Stock)

of the Company, or (B) the exercise by a Person who is not a Subsidiary of the

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Company of any options, warrants or other rights to acquire Capital Stock of the

Company (other than Disqualified Stock), in each case excluding the amount of

any such Net Cash Proceeds used to redeem, repurchase, defease or otherwise

acquire or retire for value any Subordinated Indebtedness or Capital Stock of the

Company; plus

(iii) the amount by which Indebtedness of the Company or any of its Restricted

Subsidiaries is reduced on the Company’s consolidated balance sheet upon the

conversion or exchange (other than by a Subsidiary of the Company) subsequent

to the Measurement Date of any Indebtedness of the Company or any Restricted

Subsidiary convertible or exchangeable into Capital Stock (other than

Disqualified Stock) of the Company (less the amount of any cash, or the Fair

Market Value of any other property, distributed by the Company upon such

conversion or exchange); plus

(iv) an amount equal to the net reduction in Investments (other than reductions in

Permitted Investments) that were made after the Measurement Date in any Person

resulting from (1) payments of interest on Indebtedness, dividends or repayments

of loans or advances by such Person or other transfers of Property, in each case to

the Company or any Restricted Subsidiary after the Measurement Date, (2) the

unconditional release of a Guarantee provided by the Company or a Restricted

Subsidiary after the Measurement Date of an obligation of another Person (to the

extent such guarantee, when given, constituted a Restricted Payment), (3) to the

extent that an Investment made after the Measurement Date was, after such date,

or is sold or otherwise liquidated or repaid for cash, the lesser of (x) the cash

return of capital with respect to such Investment (less the cost of disposition, if

any) and (y) the initial amount of such Investment, or (4) from redesignations of

Unrestricted Subsidiaries as Restricted Subsidiaries, not to exceed, in each case,

the amount of Investment (other than Permitted Investments) made by the

Company or a Restricted Subsidiary after the Measurement Date in any such

Person; plus

(v) provided, however, that the foregoing sum shall not exceed, in the case of any

Person, the amount of Investments previously made (and treated as a Restricted

Payment) by the Company or any Restricted Subsidiary in such Person, and

provided further, that no amount will be included under this clause (iv) to the

extent it is already included in Consolidated Net Income as described in clause (i)

of this paragraph.

The foregoing provision shall not be violated by reason of:

(1) the payment of any dividend or redemption of any Capital Stock within 60 days after the

related date of declaration or call for redemption if, at said date of declarat ion or call for

redemption, such payment or redemption would comply with the preceding paragraph;

(2) the redemption, repurchase, defeasance or other acquisition or retirement for value of

Subordinated Indebtedness of the Company or any of the Subsidiary Guarantors or JV

Subsidiary Guarantors with the Net Cash Proceeds of, or in exchange for, a substantially

concurrent Incurrence of Permitted Refinancing Indebtedness;

(3) the redemption, repurchase or other acquisition of Capital Stock of the Company or any

Subsidiary Guarantor or JV Subsidiary Guarantors (or options, warrants or other rights to

acquire such Capital Stock) in exchange for, or out of the Net Cash Proceeds of a substantially

concurrent capital contribution or sale (other than to a Subsidiary of the Company) of, shares

of Capital Stock (other than Disqualified Stock) of the Company or any Subsidiary Guarantor

or JV Subsidiary Guarantors (or options, warrants or other rights to acquire such Capital

Stock); provided that the amount of any such Net Cash Proceeds that are utilized for any such

Restricted Payment will be excluded from clause (c)(ii) of the preceding paragraph; provided

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further that any item that has been excluded pursuant to clause (c)(ii) of the preceding

paragraph will not be excluded again as a result of the proviso in this clause (3);

(4) the redemption, repurchase, defeasance or other acquisition or retirement for value of

Subordinated Indebtedness of the Company or any of the Subsidiary Guarantors or JV

Subsidiary Guarantors in exchange for, or out of the Net Cash Proceeds of, a substantially

concurrent capital contribution or sale (other than to a Subsidiary of the Company) of, shares

of Capital Stock (other than Disqualified Stock) of the Company or any of the Subsidiary

Guarantors or JV Subsidiary Guarantors (or options, warrants or other rights to acquire such

Capital Stock); provided that the amount of any such Net Cash Proceeds that are utilized for

any such Restricted Payment will be excluded from clause (c)(ii) of the preceding paragraph;

provided that any item that has been excluded pursuant to clause (c)(ii) of the preceding

paragraph will not be excluded again as a result of the proviso in this clause (4);

(5) the declaration or payment of any dividends or distributions declared, paid or made by a

Restricted Subsidiary payable, on a pro rata basis or on a basis more favorable to the Company,

to all holders of any class of Capital Stock of such Restricted Subsidiary, a majority of which is

held, directly or indirectly through Restricted Subsidiaries, by the Company;

(6) dividends paid to, or the purchase of Capital Stock of any Restricted Subsidiary held by, any

Trust Company Investor in respect of any Indebtedness outstanding on the Original Issue Date

or permitted to be Incurred under paragraph (2)(r) of the “Limitation on Indebtedness and

Preferred Stock” covenant;

(7) payments made under a Staged Acquisition Agreement to acquire the Capital Stock of a Person

provided that such Person becomes a Restricted Subsidiary on or before the last date in the

period stipulated in such Staged Acquisition Agreement for which the purchase price can be

made (such date not to exceed 12 months from the date the Staged Acquisition Agreement was

entered into) (the “Deadline Date”); provided further that in the event such Person does not

become a Restricted Subsidiary on or before the Deadline Date, all payments previously made

under this clause (7) shall be aggregated and constitute Restricted Payments made on the

Deadline Date and such Restricted Payments must satisfy the other conditions under this

“Limitations on Restricted Payments” covenant;

(8) the declaration and payment of the Permitted Dividends; or

Restricted Payments in an aggregate amount taken together with all other Restricted Payments

made pursuant to this clause (9) (in the case of Investments, at the time outstanding (with the

fair market value of each Investment being measured at the time made and without giving

effect to subsequent changes in value)) not to exceed RMB90.0 million (or the RMB

Equivalent thereof),

provided that, in the case of clause (2), (3), (4), (6) or (7) of this paragraph, no Default shall have

occurred and be continuing or would occur as a consequence of the actions or payments set forth therein.

Each Restricted Payment permitted pursuant to clauses (1) and (5) of the preceding paragraph (but only to

the extent that dividends are paid to Persons other than the Company, a Subsidiary Guarantor or a JV Subsidiary

Guarantor) shall be included in calculating whether the conditions of clause (c) of the first paragraph of this

“Limitation on Restricted Payments” covenant have been met with respect to any subsequent Restricted

Payments.

The aggregate amount of all Restricted Payments made by the Company and the Restricted Subsidiaries

after the Measurement Date and the “sum” mentioned in clause (c) of the first paragraph of this “Limitation on

Restricted Payments” covenant shall be determined, with respect to any period prior to the Original Issue Date,

in accordance with the corresponding clause (c) of the first paragraph of the “Limitation on Restricted

Payments” covenant under the 2017 CNH Notes.

The amount of any Restricted Payments (other than cash) will be the Fair Market Value on the date of the

Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or the

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Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The value of any assets or

securities that are required to be valued by this covenant will be the Fair Market Value. The Board of Directors’

determination of the Fair Market Value of a Restricted Payment or any such assets or securities must be based

upon an opinion or appraisal issued by an appraisal or investment banking firm of recognized international

standing if the Fair Market Value exceeds RMB60.0 million (or the RMB Equivalent thereof).

Not later than the date of making any Restricted Payment in excess of RMB60.0 million (or the RMB

Equivalent thereof), the Company will deliver to the Trustee an Officers’ Certificate stating that such Restricted

Payment is permitted and setting forth the basis upon which the calculations required by this “— Limitation on

Restricted Payments” covenant were computed, together with a copy of any fairness opinion or appraisal

required by the Indenture.

For purposes of determining compliance with this covenant, in the event that an item of Investment meets

the criteria of both the first paragraph of this covenant and paragraph (16) of the definition of “Permitted

Investment” at any time, the Company, in its sole discretion, shall classify, and from time to time may reclassify,

such item of Investment in either or both of such paragraphs.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

(1) Except as provided below, the Company will not, and will not permit any Restricted Subsidiary

to, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on

the ability of any Restricted Subsidiary to:

(a) pay dividends or make any other distributions on any Capital Stock of such Restricted

Subsidiary owned by the Company or any other Restricted Subsidiary;

(b) pay any Indebtedness or other obligation owed to the Company or any other Restricted

Subsidiary;

(c) make loans or advances to the Company or any other Restricted Subsidiary; or

(d) sell, lease or transfer any of its property or assets to the Company or any other

Restricted Subsidiary,

provided that for the avoidance of doubt the following shall not be deemed to constitute

such an encumbrance or restriction: (i) the priority of any Preferred Stock in receiving

dividends or liquidating distributions prior to dividends or liquidating distributions

being paid on Common Stock; (ii) the subordination of loans or advances made to the

Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company

or any Restricted Subsidiary; and (iii) the provisions contained in documentation

governing Indebtedness requiring transactions between or among the Company and any

Restricted Subsidiary or between or among any Restricted Subsidiary to be on fair and

reasonable terms or on an arm’s length basis.

(2) The provisions of paragraph (1) do not apply to any encumbrances or restrictions:

(a) existing in agreements as in effect on the Original Issue Date, or in the Notes, the

Subsidiary Guarantees, JV Subsidiary Guarantees, the Indenture, the Intercreditor

Agreement, the Security Documents, or under any Permitted Pari Passu Secured

Indebtedness of the Company or any Subsidiary Guarantor Pledgor, Pari Passu

Subsidiary Guarantee of any Subsidiary Guarantor or JV Subsidiary Guarantor, and any

extensions, refinancings, renewals or replacements of any of the foregoing agreements;

provided that the encumbrances and restrictions in any such extension, refinancing,

renewal or replacement, taken as a whole, are no more restrictive in any material respect

to the Holders than those encumbrances or restrictions that are then in effect and that are

being extended, refinanced, renewed or replaced;

(b) existing under or by reason of applicable law, rule, regulation or order;

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(c) existing with respect to any Person or the property or assets of such Person acquired by

the Company or any Restricted Subsidiary, at the time of such acquisition and not

incurred in contemplation thereof, which encumbrances or restrictions are not applicable

to any Person or the property or assets of any Person other than such Person or the

property or assets of such Person so acquired, and any extensions, refinancings,

renewals or replacements thereof; provided that the encumbrances and restrictions in

any such extension, refinancing, renewal or replacement, taken as a whole, are no more

restrictive in any material respect to the Holders than those encumbrances or rest rictions

that are then in effect and that are being extended, refinanced, renewed or replaced;

(d) that otherwise would be prohibited by the provision described in clause (1)(d) of this

covenant if they arise, or are agreed to, in the ordinary course of business and, that (i)

restrict in a customary manner the subletting, assignment or transfer of any property or

asset that is subject to a lease or license, (ii) exist by virtue of any Lien on, or agreement

to transfer, option or similar right with respect to any property or assets of the Company

or any Restricted Subsidiary not otherwise prohibited by the Indenture, or (iii) do not

relate to any Indebtedness, and that do not individually or in the aggregate, detract from

the value of property or assets of the Company or any Restricted Subsidiary in any

manner material to the Company or any Restricted Subsidiary;

(e) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has

been entered into for the sale or disposition of all or substantially all of the Capital

Stock of, or property and assets of, such Restricted Subsidiary that is permitted by the

“— Limitation on Sales and Issuances of Capital Stock in Restricted Subsidiaries,” “—

Limitation on Indebtedness and Preferred Stock” and “— Limitation on Asset Sales”

covenants;

(f) with respect to any Restricted Subsidiary and imposed pursuant to an agreement that has

been entered into for the Incurrence of Indebtedness of the type described under clause

(2)(h), (2)(n), 2(p), 2(q), 2(r) or 2(u) of the “Limitation on Indebtedness and Preferred

Stock” covenant if, as determined by the Board of Directors, the encumbrances or

restrictions are (i) customary for such types of agreements and (ii) would not, at the time

agreed to, be expected to materially and adversely affect the ability of the Company to

make required payment on the Notes and any extensions, refinancings, renewals or

replacements of any of the foregoing agreements; provided that the encumbrances and

restrictions in any such extension, refinancing, renewal or replacement, taken as a

whole, are no more restrictive in any material respect to the Holders than those

encumbrances or restrictions that are then in effect and that are being extended,

refinanced, renewed or replaced; or

(g) existing in customary provisions in shareholder agreements, joint venture agreements

and other similar agreements permitted under the Indenture, to the extent such

encumbrance or restriction relates to the activities or assets of a Restricted Subsidiary

that is a party to such joint venture and if (as determined in good faith by the Board of

Directors) (i) the encumbrances or restrictions are customary for a joint venture or

similar agreement of that type and (ii) the encumbrances or restrictions would not, at the

time agreed to, be expected to materially and adversely affect (x) the ability of the

Company to make the required payments on the Notes, or (y) the ability of any

Subsidiary Guarantor or JV Subsidiary Guarantor to make required payments under its

Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be; or

existing with respect to any Unrestricted Subsidiary or the property or assets of such

Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with

the terms of the Indenture at the time of such designation and not incurred in

contemplation of such designation, which encumbrances or restrictions are not

applicable to any Person or the property or assets of any Person other than such

Unrestricted Subsidiary or its subsidiaries or the property or assets of such Unrestricted

Subsidiary or its subsidiaries, and any extensions, refinancing, renewals or replacements

thereof; provided that the encumbrances and restrictions in any such extension,

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refinancing, renewal or replacement, taken as a whole, are no more restrictive in any

material respect to the Holders than those encumbrances or restrictions that are then in

effect and that are being extended, refinanced, renewed or replaced.

Limitation on Sales and Issuances of Capital Stock in Restricted Subsidiaries

The Company will not sell, and will not permit any Restricted Subsidiary, directly or indirectly, to issue

or sell any shares of Capital Stock of a Restricted Subsidiary (including options, warrants or other rights to

purchase shares of such Capital Stock) except:

(1) to the Company or a Wholly Owned Restricted Subsidiary, or in the case of a Restricted

Subsidiary that is not Wholly Owned, pro rata to its shareholders or incorporators or on a basis

more favorable to the Company and/or the Restricted Subsidiary;

(2) to the extent such Capital Stock represents director’s qualifying shares or is required by

applicable law to be held by a Person other than the Company or a Wholly Owned Restricted

Subsidiary;

(3) the issuance or sale of Capital Stock of a Restricted Subsidiary if, immediately after giving

effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a

Restricted Subsidiary and any remaining Investment in such Person would have been permitted

to be made under the “— Limitation on Restricted Payments” covenant if made on the date of

such issuance or sale and provided that the Company complies with the “— Limitation on

Asset Sales” covenant; or

(4) the issuance or sale of Capital Stock of a Restricted Subsidiary (which remains a Restricted

Subsidiary after any such issuance or sale); provided that the Company or such Restricted

Subsidiary applies the Net Cash Proceeds of such issuance or sale in accordance with the “—

Limitation on Asset Sales” covenant.

Limitation on Issuances of Guarantees by Restricted Subsidiaries

The Company will not permit any Restricted Subsidiary which is not a Subsidiary Guarantor or a JV

Subsidiary Guarantor, directly or indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the

Company or any Subsidiary Guarantor or JV Subsidiary Guarantor, unless (1) (a) such Restricted Subsidiary,

simultaneously executes and delivers a supplemental indenture to the Indenture providing for an unsubordinated

Subsidiary Guarantee (in the case of a Subsidiary Guarantor) or JV Subsidiary Guarantee (in the case of a JV

Subsidiary Guarantor) of payment of the Notes by such Restricted Subsidiary and (b) such Restricted Subsidiary

waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of

reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted

Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee or JV

Subsidiary Guarantee, as the case may be, until the Notes have been paid in full or (2) such Guarantee is

permitted by clauses (2)(c), (d), (m) or (q) (other than, in the case of clause (m), a Guarantee by a Non-Guarantor

Subsidiary of the Indebtedness of the Company, a Subsidiary Guarantor or JV Subsidiary Guarantor, and, in the

case of clause (2)(q), only with respect to the Guarantee provided by the Company or any Restricted Subsidiary

in connection with any Cross Border Secured Indebtedness or through the pledge of one or more bank accounts

or other assets to secure, directly or indirectly, any Cross Border Secured Indebtedness), under the caption “—

Limitation on Indebtedness and Preferred Stock.”

If the Guaranteed Indebtedness (1) ranks pari passu in right of payment with the Notes or any Subsidiary

Guarantee or any JV Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall rank pari

passu in right of payment with, or subordinated to, the Subsidiary Guarantee or JV Subsidiary Guarantee, as the

case may be, or (2) is subordinated in right of payment to the Notes or any Subsidiary Guarantee or any JV

Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of

payment to the Subsidiary Guarantee or the JV Subsidiary Guarantee at least to the extent that the Guaranteed

Indebtedness is subordinated to the Notes or the Subsidiary Guarantee or the JV Subsidiary Guarantee.

The Company will not permit any JV Subsidiary Guarantor, directly or indirectly, to guarantee any

Indebtedness of the Company or any other Restricted Subsidiary unless the aggregate claims of the creditors

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under such guarantee will be limited to the JV Entitlement Amount. If any JV Subsidiary Guarantor guarantees

any Indebtedness of the Company or any other Restricted Subsidiary where the aggregate claims of the creditor

under such guarantee exceeds the JV Entitlement Amount, such JV Subsidiary Guarantee shall be replaced with

a Subsidiary Guarantee and such JV Subsidiary Guarantor shall become a Subsidiary Guarantor.

Limitation on Transactions with Shareholders and Affiliates

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into,

renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or

exchange of property or assets, or the rendering of any service) with (x) any holder (or any Affiliate of such

holder) of 10% or more of any class of Capital Stock of the Company, (y) any Permitted Holder that is a member

of a “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), provided that the members

of such group are or become the “beneficial owners” (as such term is used in Rule 13d-3 of the Exchange Act)

collectively holding 10% or more of any class of Capital Stock of the Company or (z) any Affiliate of the

Company (each an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on fair and reasonable terms that are no less favorable to the

Company or the relevant Restricted Subsidiary than those that would have been obtained in a

comparable transaction by the Company or the relevant Restricted Subsidiary with a Person

that is not an Affiliate of the Company or such Restricted Subsidiary; and

(2) the Company delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions

involving aggregate consideration in excess of RMB35.0 million (or the RMB

Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying

that such Affiliate Transaction complies with this covenant and such Affiliate

Transaction has been approved by a majority of the disinterested members of the Board

of Directors; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions

involving aggregate consideration in excess of RMB70.0 million (or the RMB

Equivalent thereof), in addition to the Board Resolution required in clause 2(a) above,

an opinion as to the fairness to the Company or such Restricted Subsidiary of such

Affiliate Transaction from a financial point of view issued by an accounting, appraisal

or investment banking firm of recognized international standing.

The foregoing limitation does not limit, and shall not apply to:

(1) the payment of reasonable and customary regular fees to directors of the Company or any

Restricted Subsidiary who are not employees of the Company or any Restricted Subsidiary;

(2) transactions between or among the Company and any of its Wholly Owned Restricted

Subsidiaries or between or among Wholly Owned Restricted Subsidiaries;

(3) any Restricted Payment of the type described in clause (1) or (2) of the first paragraph of the

covenant described above under the caption “— Limitation on Restricted Payments” if

permitted by that covenant;

(4) any sale of Capital Stock (other than Disqualified Stock) of the Company or Incurrence by the

Company or any Restricted Subsidiary of Subordinated Shareholder Loans;

(5) the payment of compensation to officers and directors of the Company or any Restricted

Subsidiary pursuant to an employee stock or share option scheme, so long as such scheme is in

compliance with the Listing Rules, which as of the Original Issue Date require a majority

shareholder approval of any such scheme;

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(6) loans or advances to employees, officers or directors in the ordinary course of business not to

exceed RMB5.0 million (or the RMB Equivalent thereof) in the aggregate at any one time

outstanding; and

(7) any employment, consulting, service or termination agreement, or reasonable and customary

indemnification arrangements, entered into by the Company or any of the Restricted

Subsidiaries with directors, officers, employees and consultants in the ordinary course of

business and the payment of compensation pursuant thereto.

In addition, the requirements of clause (2) of the first paragraph of this covenant shall not apply to (i)

Investments (including Permitted Investments that are permitted under paragraph (16) of the definition of

“Permitted Investment” but otherwise excluding any (other Permitted Investments) not prohibited by the

“Limitation on Restricted Payments” covenant, (ii) transactions pursuant to agreements in effect on the Original

Issue Date and described in this Information memorandum, or any amendment or modification or replacement

thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company

and its Restricted Subsidiaries than the original agreement in effect on the Original Issue Date and (iii) any

transaction between or among any of the Company, any Wholly Owned Restricted Subsidiary and any Restricted

Subsidiary that is not a Wholly Owned Restricted Subsidiary or between or among Restricted Subsidiaries that

are not Wholly Owned Restricted Subsidiaries or any transaction between the Company or a Restricted

Subsidiary on the one part, and an Unrestricted Subsidiary, an Associate or a Joint Venture Company on the

other part; provided that in the case of clause (iii), such transaction is entered into in the ordinary course of

business and (b) none of the minority shareholders or minority partners of or in such Restricted Subsidiary that is

not a Wholly Owned Subsidiary Guarantor, Unrestricted Subsidiary, Associate or Joint Venture Company is a

Person described in clauses (x) or (y) of the first paragraph of this covenant (other than by reason of such

minority shareholder or minority partner being a shareholder, officer or director of such Restricted Subsidiary).

Limitation on Liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly,

incur, assume or permit to exist any Lien on the Collateral (other than Permitted Liens).

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly,

incur, assume or permit to exist any Lien of any nature whatsoever on any of its assets or properties of any kind

(other than the Collateral), whether owned at the Original Issue Date or thereafter acquired, except Permitted

Liens, unless the Notes are equally and ratably secured by such Lien.

Limitation on Sale and Leaseback Transactions

The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale and

Leaseback Transaction; provided that the Company or any Restricted Subsidiary may enter into a Sale and

Leaseback Transaction if:

(1) the Company or such Restricted Subsidiary, as the case may be, could have (a) incurred

Indebtedness in an amount equal to the Attributable Indebtedness relating to such Sale and

Leaseback Transaction under the covenant described above under “— Limitation on

Indebtedness and Preferred Stock” and (b) incurred a Lien to secure such Indebtedness

pursuant to the covenant described above under the caption “— Limitation on Liens,” in which

case, the corresponding Indebtedness and Lien will be deemed incurred pursuant to those

provisions;

(2) the gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the Fair

Market Value of the property that is the subject of such Sale and Leaseback Transaction; and

(3) the transfer of assets in that Sale and Leaseback Transaction is permitted by, and the Company

or such Restricted Subsidiary, as the case may be, applies the proceeds of such transaction in

compliance with, the covenant described below under the caption “— Limitation on Asset

Sales.”

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Limitation on Asset Sales

The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale,

unless:

(1) no Default shall have occurred and be continuing or would occur as a result of such Asset Sale;

(2) the consideration received by the Company or such Restricted Subsidiary, as the case may be,

is at least equal to the Fair Market Value of the assets sold or disposed of; and

(3) at least 75% of the consideration received consists of cash, Temporary Cash Investments or

Replacement Assets; provided that in the case of an Asset Sale in which the Company or such

Restricted Subsidiary receives Replacement Assets involving aggregate consideration in excess

of RMB140.0 million (or the RMB Equivalent thereof), the Company shall deliver to the

Trustee an opinion as to the fairness to the Company or such Restricted Subsidiary of such

Asset Sale from a financial point of view issued by an accounting, appraisal or investment

banking firm of international standing. For purposes of this provision, each of the following

will be deemed to be cash:

(a) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of

the Company or any Restricted Subsidiary (other than contingent liabilities and

liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee

or any JV Subsidiary Guarantee) that are assumed by the transferee of any such assets

pursuant to a customary assumption, assignment, novation or similar agreement that

releases the Company or such Restricted Subsidiary from further liability; and

(b) any securities, notes or other obligations received by the Company or any Restricted

Subsidiary from such transferee that are promptly, but in any event within 30 days of

closing, converted by the Company or such Restricted Subsidiary into cash, to the extent

of the cash received in that conversion.

Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company (or the

applicable Restricted Subsidiary, as the case may be) may apply such Net Cash Proceeds to:

(1) permanently repay Senior Indebtedness of the Company or a Subsidiary Guarantor or any

Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor (and, if such Senior

Indebtedness repaid is revolving credit Indebtedness, to correspondingly permanently reduce

commitments with respect thereto) in each case owing to a Person other than the Company or a

Restricted Subsidiary; or

(2) acquire Replacement Assets;

provided that, Pending application of such Net Cash Proceeds as set forth in clause (1) or (2)

above, the Company or any Restricted Subsidiary may make an Investment in cash or

Temporary Cash Investments.

Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in clauses (1) or (2)

in the immediately preceding paragraph will constitute “Excess Proceeds.” Excess Proceeds of less than

RMB140.0 million (or the RMB Equivalent thereof) will be carried forward and accumulated. When

accumulated Excess Proceeds exceeds RMB140.0 million (or the RMB Equivalent thereof), within 10 days

thereof, the Company must make an Offer to Purchase Notes having a principal amount equal to:

(1) accumulated Excess Proceeds, multiplied by

(2) a fraction (x) the numerator of which is equal to the outstanding principal amount of the Notes

and (y) the denominator of which is equal to the outstanding principal amount of the Notes and

all pari passu Indebtedness similarly required to be repaid, redeemed or tendered for in

connection with the Asset Sale,

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rounded down to the nearest US$1,000.

The offer price in any Offer to Purchase will be equal to 100% of the principal amount of the Notes plus

accrued and unpaid interest to the date of purchase, and will be payable in cash.

If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use those

Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of

Notes (and any other pari passu Indebtedness) tendered in such Offer to Purchase exceeds the amount of Excess

Proceeds, the Trustee will select the Notes (and such other pari passu Indebtedness) to be purchased on a pro rata

basis. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero.

Limitation on the Company’s Business Activities

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, engage in

any business other than a Permitted Business; provided, however, that the Company or any Restricted Subsidiary

may own Capital Stock of an Unrestricted Subsidiary or joint venture or other entity that is engaged in a business

other than Permitted Businesses as long as any Investment therein was not prohibited when made by the

covenant under the caption “— Limitation on Restricted Payments.”

[Reserved.]

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary;

provided that (1) no Default shall have occurred or be continuing at the time of or after giving effect to such

designation; (2) neither the Company nor any other Restricted Subsidiary guarantees or provides credit support

other than any credit support in compliance with clause (6) in this paragraph for the Indebtedness of such

Restricted Subsidiary; (3) such Restricted Subsidiary has no outstanding Indebtedness that could trigger a cross-

default to the Indebtedness of the Company or another Restricted Subsidiary as a result of such designation; (4)

such Restricted Subsidiary does not own any Disqualified Stock of the Company or Disqualified Stock or

Preferred Stock of another Restricted Subsidiary or hold any Indebtedness of, or any Lien on any property of, the

Company or any Restricted Subsidiary, if such Disqualified or Preferred Stock or Indebtedness could not be

Incurred under the covenant described under the caption “— Limitation on Indebtedness and Preferred Stock” or

such Lien would violate the covenant described under the caption “— Limitation on Liens;” (5) such Restricted

Subsidiary does not own any Voting Stock of another Restricted Subsidiary, and all of its Subsidiaries are

Unrestricted Subsidiaries or are being concurrently designated to be Unrestricted Subsidiaries in accordance with

this paragraph; and (6) the Investment deemed to have been made thereby in such newly-designated Unrestricted

Subsidiary and each other newly-designated Unrestricted Subsidiary being concurrently redesignated is treated

as a Restricted Payment and would be permitted to be made by the covenant described under “— Limitation on

Restricted Payments.”

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;

provided that (1) no Default shall have occurred or be continuing at the time of or after giving effect to such

designation; (2) any Indebtedness of such Unrestricted Subsidiary outstanding at the time of such designation

which will be deemed to have been Incurred by such newly-designated Restricted Subsidiary as a result of such

designation would be permitted to be Incurred by the covenant described under the caption “— Limitation on

Indebtedness and Preferred Stock;” (3) any Lien on the property of such Unrestricted Subsidiary at the time of

such designation which will be deemed to have been incurred by such newly-designated Restricted Subsidiary as

a result of such designation would be permitted to be incurred by the covenant described under the caption “—

Limitation on Liens;” (4) such Unrestricted Subsidiary is not a Subsidiary of another Unrestricted Subsidiary

(that is not concurrently being designated as a Restricted Subsidiary); (5) if such Restricted Subsidiary is not

organized under the laws of the PRC and is not an Offshore Non-Guarantor Subsidiary, such Restricted

Subsidiary shall upon such designation execute and deliver to the Trustee a supplemental indenture to the

Indenture by which such Restricted Subsidiary shall become a Subsidiary Guarantor or, if it is permitted to do so

under the Indenture, a JV Subsidiary Guarantor; and (6) if such Restricted Subsidiary is not organized under the

laws of the PRC, is not an Exempted Subsidiary and is not an Offshore Non-Guarantor Subsidiary or a

Subsidiary of a JV Subsidiary Guarantor, all Capital Stock of such Restricted Subsidiary owned by the Company

or any Subsidiary Guarantor shall be pledged as required under “— Security.”

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Government Approvals and Licenses; Compliance with Law

The Company will, and will cause each Restricted Subsidiary to, (1) obtain and maintain in full force and

effect all governmental approvals, authorizations, consents, permits, concessions and licenses as are necessary to

engage in the Permitted Businesses; (2) preserve and maintain good and valid title to its properties and assets

(including land-use rights) free and clear of any Liens other than Permitted Liens; and (3) comply with all laws,

regulations, orders, judgments and decrees of any governmental body, except to the extent that failure so to

obtain, maintain, preserve and comply would not reasonably be expected to have a material adverse effect on (a)

the business, results of operations or prospects of the Company and its Restricted Subsidiaries, taken as a whole,

or (b) the ability of the Company or any Subsidiary Guarantor or any JV Subsidiary Guarantor to perform its

obligations under the Notes, the relevant Subsidiary Guarantee, the relevant JV Subsidiary Guarantee or the

Indenture.

Anti-Layering

The Company will not Incur, and will not permit any Subsidiary Guarantor or JV Subsidiary Guarantor to

Incur, any Indebtedness if such Indebtedness is contractually subordinated in right of payment to any other

Indebtedness of the Company or such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may

be, unless such Indebtedness is also contractually subordinated in right of payment to the Notes, the applicable

Subsidiary Guarantee or the applicable JV Subsidiary Guarantee, on substantially identical terms. This does not

apply to distinctions between categories of Indebtedness that exist by reason of any Liens or Guarantees securing

or in favor of some but not all of such Indebtedness.

Suspension of Certain Covenants

If, on any date following the date of the Indenture, the Notes have a rating of Investment Grade from both

of the Rating Agencies and no Default has occurred and is continuing (a “Suspension Event”), then, beginning

on that day and continuing until such time, if any, at which the Notes cease to have a rating of Investment Grade

from either of the Rating Agencies, the provisions of the Indenture summarized under the following captions will

be suspended:

(1) “— Certain Covenants — Limitation on Indebtedness and Preferred Stock”;

(2) “— Certain Covenants — Limitation on Restricted Payments”;

(3) “— Certain Covenants — Limitation on Dividend and Other Payment Restrictions Affecting

Restricted Subsidiaries”;

(4) “— Certain Covenants — Limitation on Sales and Issuances of Capital Stock in Restricted

Subsidiaries”;

(5) “— Certain Covenants — Limitation on Issuances of Guarantees by Restricted Subsidiaries”;

(6) “— Certain Covenants — Limitation on the Company’s Business Activities;”

(7) “— Certain Covenants — Limitation on Sale and Leaseback Transactions”;

(8) “— Certain Covenants — Limitation on Asset Sales”; and

clauses (3), (4) and 5(x) of the first and second paragraphs of “— Consolidation, Merger and

Sale of Assets

During any period that the foregoing covenants have been suspended, the Board of Directors may not

designate any of the Restricted Subsidiaries as Unrestricted Subsidiaries pursuant to the covenant summarized

under the caption “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries” or the

definition of “Unrestricted Subsidiary.”

Such covenants will be reinstituted and apply according to their terms as of and from the first day on

which a Suspension Event ceases to be in effect. Such covenants will not, however, be of any effect with regard

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to actions of the Company or any Restricted Subsidiary properly taken in compliance with the provisions of the

Indenture during the continuance of the Suspension Event, and following reinstatement the calculations under

the covenant summarized under “— Certain Covenants — Limitation on Restricted Payments” will be made as if

such covenant had been in effect since the date of the Indenture except that no Default will be deemed to have

occurred solely by reason of a Restricted Payment made while that covenant was suspended.

There can be no assurance that the Notes will ever achieve a rating of Investment Grade or that any such

rating will be maintained.

Provision of Financial Statements and Reports

(1) So long as any of the Notes remain outstanding, the Company will deliver to the Trustee and

furnish to the Holders upon request, as soon as they are available but in any event not more

than 10 calendar days after they are filed with The Stock Exchange of Hong Kong Limited or

any other recognized exchange on which the Company’s common shares are at any time listed

for trading, true and correct copies of any financial or other report in the English language filed

with such exchange; provided that if at any time the Common Stock of the Company ceases to

be listed for trading on a recognized stock exchange, the Company will deliver to the Trustee

and furnish to the Holders:

(a) as soon as they are available, but in any event within 90 calendar days after the end of

the fiscal year of the Company, copies of its financial statements (on a consolidated

basis and in the English language) in respect of such financial year (including a

statement of income, balance sheet and cash flow statement) audited by a member firm

of an internationally-recognized firm of independent accountants;

(b) as soon as they are available, but in any event within 45 calendar days after the end of

the second financial quarter of the Company, copies of its financial statements (on a

consolidated basis and in the English language) in respect of such half-year period

(including a statement of income, balance sheet and cash flow statement) reviewed by a

member firm of an internationally-recognized firm of independent accountants; and

(c) as soon as they are available, but in any event within 45 calendar days after the end of

each of the first and third financial quarter of the Company, copies of its unaudited

financial statements (on a consolidated basis and in the English language), including a

statement of income, balance sheet and cash flow statement, prepared on a basis

consistent with the audited financial statements of the Company together with a

certificate signed by the person then authorized to sign financial statements on behalf of

the Company to the effect that such financial statements are true in all material respects

and present fairly the financial position of the Company as of the end of, and the results

of its operations for, the relevant quarterly period.

(2) In addition, so long as any of the Notes remain outstanding, the Company will provide to the

Trustee (a) within 120 days after the close of each fiscal year, an Officers’ Certificate stating

the Fixed Charge Coverage Ratio with respect to the two most recent fiscal semi-annual

periods and showing in reasonable detail the calculation of the Fixed Charge Coverage Ratio,

including the arithmetic computations of each component of the Fixed Charge Coverage Ratio,

with a certificate from the Company’s external auditors verifying the accuracy and correctness

of the calculation and arithmetic computation, provided that the Company shall not be required

to provide such auditor certification if its external auditors refuse to provide such certification

as a result of a policy of such external auditors not to provide such certification; (b) as soon as

possible and in any event within five days after a change in the rating of the Notes by any

Rating Agency, an Officers’ Certificate stating such change in rating has occurred; and (c) as

soon as possible and in any event within 30 days after the Company becomes aware or should

reasonably become aware of the occurrence of a Default or an Event of Default, an Officers’

Certificate setting forth the details of the Default or the Event of Default, and the action which

the Company proposes to take with respect thereto.

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Events of Default

The following events will be defined as “Events of Default” in the Indenture:

(1) default in the payment of principal of (or premium, if any, on) the Notes when the same

becomes due and payable at maturity, upon acceleration, redemption or otherwise;

(2) default in the payment of interest on any Note when the same becomes due and payable, and

such default continues for a period of 30 consecutive days;

(3) default in the performance or breach of the provisions of the covenant described under “—

Consolidation, Merger and Sale of Assets,” the failure by the Company to make or

consummate an Offer to Purchase in the manner described under the captions “— Repurchase

of Notes upon a Change of Control Triggering Event” or “— Limitation on Asset Sales” or the

failure by the Company to create, or cause its Restricted Subsidiaries to create, first priority

Liens on the Collateral (subject to Permitted Liens) in accordance with the covenant described

under the caption “— Security” or the failure by the Company to consummate the repurchase

in the manner described under the caption “Repurchase of Notes at the Option of the Holders”;

(4) the Company or any Restricted Subsidiary defaults in the performance of or breaches any other

covenant or agreement in the Indenture or under the Notes (other than a default specified in

clause (1), (2) or (3) above) and such default or breach continues for a period of 30 consecutive

days after written notice by the Trustee at the written direction of the Holders of 25% or more

in aggregate principal amount of the Notes;

(5) there occurs with respect to any Indebtedness of the Company or any Restricted Subsidiary

having an outstanding principal amount of RMB70.0 million (or the RMB Equivalent thereof)

or more in the aggregate for all such Indebtedness of all such Persons, whether such

Indebtedness now exists or shall hereafter be created, (a) an event of default that has caused the

holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity

and/or (b) the failure to make a principal payment when due;

(6) any one or more final judgments or orders for the payment of money in excess of RMB70.0

million (or the RMB Equivalent thereof) in the aggregate for all such final judgments or orders

shall be rendered against the Company or any Restricted Subsidiary and shall not be paid or

discharged for a period of 60 consecutive days during which a stay of enforcement, by reason

of a pending appeal or otherwise, is not in effect;

(7) an involuntary case or other proceeding is commenced against the Company or any Restricted

Subsidiary with respect to it or its debts under any applicable bankruptcy, inso lvency or other

similar law now or hereafter in effect seeking the appointment of a receiver, liquidator,

assignee, custodian, trustee, sequestrator or similar official of the Company or any Restricted

Subsidiary or for any substantial part of the property and assets of the Company or any

Restricted Subsidiary and such involuntary case or other proceeding remains undismissed and

unstayed for a period of 60 consecutive days; or an order for relief is entered against the

Company or any Restricted Subsidiary under any applicable bankruptcy, insolvency or other

similar law as now or hereafter in effect;

(8) the Company or any Restricted Subsidiary (a) commences a voluntary case under any

applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents

to the entry of an order for relief in an involuntary case under any such law, (b) consents to the

appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee,

sequestrator or similar official of the Company or any Restricted Subsidiary or for all or

substantially all of the property and assets of the Company or any Restricted Subsidiary or (c)

effects any general assignment for the benefit of creditors;

(9) any Subsidiary Guarantor or JV Subsidiary Guarantor denies or disaffirms its obligations under

its Subsidiary Guarantee or JV Subsidiary Guarantee or, except as permitted by the Indenture,

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any Subsidiary Guarantee or JV Subsidiary Guarantee is determined to be unenforceable or

invalid or shall for any reason cease to be in full force and effect;

(10) any default by the Company or any Subsidiary Guarantor Pledgor in the performance of any of

its obligations under the Intercreditor Agreement, the Security Documents or the Indenture,

which adversely affects the enforceability, validity, perfection or priority of the applicable Lien

on the Collateral or which adversely affects the condition or value of the Collateral, taken as a

whole, in any material respect; or

(11) the Company or any Subsidiary Guarantor Pledgor denies or disaffirms its obligations under

any Security Document or, other than in accordance with the Indenture, the Intercreditor

Agreement and the Security Documents, any Security Document ceases to be or is not in full

force and effect for any reason or the Global Security Agent ceases to have a first priority

security interest in the Collateral (subject to any Permitted Liens).

If an Event of Default (other than an Event of Default specified in clause (7) or (8) above) occurs and is

continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the

Notes then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the

Holders), may, and the Trustee at the written request of such Holders shall (subject to indemnity and/or security

and/or pre-funding satisfactory to it), declare the principal of, premium, if any, and accrued and unpaid interest

on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium,

if any, and accrued and unpaid interest shall be immediately due and payable. If an Event of Default specified in

clause (7) or (8) above occurs with respect to the Company or any Restricted Subsidiary, the principal of,

premium, if any, and accrued and unpaid interest on the Notes then outstanding shall automatically become and

be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

The Holders of at least a majority in aggregate principal amount of the outstanding Notes by written

notice to the Company and to the Trustee may on behalf of all Holders waive all past defaults and rescind and

annul a declaration of acceleration and its consequences if:

(1) all existing Events of Default, other than the nonpayment of the principal of, premium, if any,

and interest on the Notes that have become due solely by such declaration of acceleration, have

been cured or waived, and

(2) the rescission would not conflict with any judgment or decree of a court of competent

jurisdiction.

Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be

deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any

right consequent thereon.

If an Event of Default occurs and is continuing, the Trustee may pursue, in its own name or as trustee of

an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal of

and interest on the Notes or to enforce the performance of any provision of the Notes or the Indenture. The

Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them

in the proceeding. In addition, if an Event of Default occurs and is continuing, the Trustee may, and shall

(subject to indemnity and/or security and/or pre-funding satisfactory to it) upon request of Holders of at least

25% in aggregate principal amount of outstanding Notes, instruct the Global Security Agent to foreclose on the

Collateral in accordance with the terms of the Security Documents and the Intercreditor Agreement and take

such further action on behalf of the Holders of the Notes with respect to the Collateral as the Trustee deems

appropriate. See “— Security.”

The Holders of at least a majority in aggregate principal amount of the outstanding Notes may direct by

giving written instructions, the time, method and place of conducting any proceeding for any remedy available to

the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow

any direction or take any action that conflicts with law or the Indenture or that may involve the Trustee in

personal liability, and may take any other action it deems proper that is not inconsistent with any such direction

received from Holders.

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A Holder may not institute any proceeding, judicial or otherwise, with respect to the Indenture or the

Notes, or for the appointment of a receiver or trustee, or for any other remedy under the Indenture or the Notes,

unless:

(1) the Holder has previously given the Trustee written notice of a continuing Event of Default;

(2) the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written

request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer the Trustee indemnity and/or security and/or pre-funding

satisfactory to the Trustee against any costs, liability or expense to be incurred in compliance

with such request;

(4) the Trustee does not comply with the request within 60 days after receipt of the written request

and the offer of indemnity and/or security and/or pre-funding satisfactory to it; and

(5) during such 60-day period, the Holders of a majority in aggregate principal amount of the

outstanding Notes do not give the Trustee a written direction that is inconsistent with the

written request.

However, such limitations do not apply to the right of any Holder of a Note to receive payment of the

principal of, premium, if any, or interest on, such Note, or to bring suit for the enforcement of any such payment,

on or after the due date expressed in the Notes, which right shall not be impaired or affected without the consent

of such Holder.

Officers of the Company must certify to the Trustee in writing, on or before a date not more than 120

days after the end of each fiscal year, that a review has been conducted of the activities of the Company and its

Restricted Subsidiaries and the Company’s and its Restricted Subsidiaries’ performance under the Indenture and

that the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors have each fulfilled all

obligations thereunder, or, if there has been a Default or Event of Default in the fulfillment of any such

obligation, specifying each such Default or Event of Default and the nature and status thereof. The Company will

also be obligated to notify the Trustee of any default or defaults in the performance of any covenants or

agreements under the Indenture. See “— Provision of Financial Statements and Reports.”

Consolidation, Merger and Sale of Assets

The Company will not consolidate with, merge with or into another Person, permit any Person to merge

with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its

Restricted Subsidiaries’ properties and assets (computed on a consolidated basis) (as an entirety or substantially

an entirety in one transaction or a series of related transactions), unless:

(1) the Company shall be the continuing Person, or the Person (if other than it) formed by such

consolidation or merger or that acquired or leased such property and assets (the “Surviving

Person”) shall be a corporation organized and validly existing under the laws of the Cayman

Islands, Hong Kong or the British Virgin Islands and shall expressly assume, by a

supplemental indenture to the Indenture, executed and delivered to the Trustee, all the

obligations of the Company under the Indenture, the Notes, the Intercreditor Agreement and

the Security Documents, as the case may be, including the obligation to pay Additional

Amounts with respect to any jurisdiction in which it is organized or resident for tax purposes or

through which payment is made, and the Indenture, the Notes, the Intercreditor Agreement and

the Security Documents, as the case may be, shall remain in full force and effect;

(2) immediately after giving effect to such transaction, no Default shall have occurred and be

continuing;

(3) immediately after giving effect to such transaction on a pro forma basis, the Company o r the

Surviving Person, as the case may be, shall have a Consolidated Net Worth equal to or greater

than the Consolidated Net Worth of the Company immediately prior to such transaction;

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(4) immediately after giving effect to such transaction on a pro forma basis the Company or the

Surviving Person, as the case may be, could Incur at least RMB10.00 of Indebtedness under the

first paragraph of the covenant under the caption “— Limitation on Indebtedness and Preferred

Stock”;

(5) the Company delivers to the Trustee (x) an Officers’ Certificate (attaching the arithmetic

computations to demonstrate compliance with clauses (3) and (4)) and (y) an Opinion of

Counsel, in each case stating that such consolidation, merger or transfer and the relevant

supplemental indenture complies with this provision and that all conditions precedent provided

for in the Indenture relating to such transaction have been complied with;

(6) each Subsidiary Guarantor and JV Subsidiary Guarantor, unless such Subsidiary Guarantor or

JV Subsidiary Guarantor is the Person with which the Company has entered into a transaction

described under the caption “— Consolidation, Merger and Sale of Assets,” shall execute and

deliver a supplemental indenture to the Indenture confirming that its Subsidiary Guarantee o r

JV Subsidiary Guarantee, as applicable, shall apply to the obligations of the Company or the

Surviving Person in accordance with the Notes and the Indenture; and

(7) no Rating Decline shall have occurred.

No Subsidiary Guarantor or JV Subsidiary Guarantor will consolidate with or merge with or into another

Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or

substantially all of its and its Restricted Subsidiaries’ properties and assets (computed on a consolidated basis)

(as an entirety or substantially an entirety in one transaction or a series of related transactions) to another Person

(other than the Company or another Subsidiary Guarantor or, in the case of a JV Subsidiary Guarantor, other

than another JV Subsidiary Guarantor, the Company or a Subsidiary Guarantor), unless:

(1) such Subsidiary Guarantor or JV Subsidiary Guarantor (as applicable) shall be the continuing

Person, or the Person (if other than it) formed by such consolidation or merger o r that acquired

or leased such property and assets shall be the Company, another Subsidiary Guarantor or shall

become a Subsidiary Guarantor concurrently with the transaction (or, in the case of a JV

Subsidiary Guarantor, another JV Subsidiary Guarantor, the Company or a Subsidiary

Guarantor) and shall expressly assume, by a supplemental indenture to the Indenture, executed

and delivered to the Trustee, all the obligations of the Subsidiary Guarantor or JV Subsidiary

Guarantor (as the case may be) under the Indenture, the Notes, the Intercreditor Agreement and

the Security Documents, as the case may be, including the obligation to pay Additional

Amounts with respect to any jurisdiction in which it is organized or resident for tax purposes or

through which payment is made, and the Indenture, the Notes, the Intercreditor Agreement and

the Security Documents, as the case may be, shall remain in full force and effect;

(2) immediately after giving effect to such transaction, no Default shall have occurred and be

continuing;

(3) immediately after giving effect to such transaction on a pro forma basis, the Company shall

have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the

Company immediately prior to such transaction;

(4) immediately after giving effect to such transaction on a pro forma basis, the Company could

Incur at least RMB10.00 of Indebtedness under the first paragraph of the covenant under the

caption “— Limitation on Indebtedness and Preferred Stock;”

(5) the Company delivers to the Trustee (x) an Officers’ Certificate (attaching the arithmetic

computations to demonstrate compliance with clauses (3) and (4)) and (y) an Opinion of

Counsel, in each case stating that such consolidation, merger or transfer and the relevant

supplemental indenture complies with this provision and that all conditions precedent provided

for in the Indenture relating to such transaction have been complied with; and

(6) no Rating Decline shall have occurred;

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provided that this paragraph shall not apply to any sale or other disposition that complies with the “—

Limitation on Asset Sales” covenant or any Subsidiary Guarantor or JV Subsidiary Guarantor whose Subsidiary

Guarantee or JV Subsidiary Guarantee, as the case may be, is unconditionally released in accordance with the

provisions described under “— The Subsidiary Guarantees — Release of the Subsidiary Guarantees and JV

Subsidiary Guarantees.”

Although there is a limited body of case law interpreting the phrase “all or substantially all,” there is no

precise established definition of the phrase under New York law. Accordingly, in certain circumstances there

may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of

the property or assets of a Person.

The foregoing requirements shall not apply to a consolidation or merger of any Subsidiary Guarantor or

JV Subsidiary Guarantor with and into the Company or any other Subsidiary Guarantor or JV Subsidiary

Guarantor, so long as the Company or such Subsidiary Guarantor or JV Subsidiary Guarantor survives such

consolidation or merger.

The foregoing provisions would not necessarily afford Holders protection in the event of highly-leveraged

or other transactions involving the Company that may adversely affect Holders.

No Payments for Consents

The Company will not, and shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause

to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement

to any consent, waiver or amendment of any of the terms or provisions of the Indenture, the Notes, any

Subsidiary Guarantee or any JV Subsidiary Guarantee unless such consideration is offered to be paid or is paid

to all Holders that consent, waive or agree to amend such term or provision within the time period set forth in the

solicitation documents relating to such consent, waiver or amendment.

Notwithstanding the foregoing, in any offer or payment of consideration for, or as an inducement to, any

consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes in connection with

an exchange or tender offer, the Company and any its Subsidiaries may exclude (i) Holders or beneficial owners

of the Notes that are not institutional “accredited investors” as defined in Rule 501 under the Securities Act, (ii)

Holders or beneficial owners of the Notes that are located in the U.S. or are “U.S. Persons” as defined in

Regulation S under the Securities Act, and (iii) Holders or beneficial owners of the Notes in any jurisdiction

where the inclusion of such Holders or beneficial owners would require the Company or any Subsidiary to

comply with the registration requirements or other similar requirements under any securities laws of such

jurisdiction, or the solicitation of such consent, waiver or amendment from, or the granting of such consent or

waiver, or the approval of such amendment by, Holders or beneficial owners in such jurisdiction would be

unlawful, in each case as determined by the Company in its sole discretion.

Defeasance

Defeasance and Discharge

The Indenture will provide that the Company will be deemed to have paid and will be discharged from

any and all obligations in respect of the Notes on the 183rd day after the deposit referred to below, and the

provisions of the Indenture and the Security Documents will no longer be in effect with respect to the Notes

(except for, among other matters, certain obligations to register the transfer or exchange of the Notes, to replace

stolen, lost or mutilated Notes, to maintain paying agencies and to hold monies for payment in trust) if, among

other things:

(1) the Company (a) has deposited with the Trustee (or its agent), in trust, money and/or U.S.

Government Obligations that through the payment of interest and principal in respect thereof in

accordance with their terms will provide money in an amount sufficient to pay the principal of,

premium, if any, and accrued interest on the Notes on the Stated Maturity of such payments in

accordance with the terms of the Indenture and the Notes and (b) delivers to the Trustee an

Opinion of Counsel or a certificate of an internationally-recognized firm of independent

accountants acceptable to the Trustee to the effect that the amount deposited by the Company

is sufficient to provide payment for the principal of, premium, if any, and accrued in terest on,

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the Notes on the Stated Maturity of such payment in accordance with the terms of the

Indenture;

(2) to the extent that the defeasance trust is organized under the laws of the United States (or any

state thereof) or at the request of the Trustee, the Company has delivered to the Trustee an

Opinion of Counsel of recognized standing internationally to the effect that the creation of the

defeasance trust does not violate the U.S. Investment Company Act of 1940, as amended, and

after the passage of 123 days following the deposit, the trust fund will not be subject to the

effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York

Debtor and Creditor Law; and

(3) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or

event that after the giving of notice or lapse of time or both would become an Event of Default,

shall have occurred and be continuing on the date of such deposit or during the period ending

on the 183rd day after the date of such deposit, and such defeasance shall not result in a breach

or violation of, or constitute a default under, any other agreement or instrument to which the

Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its

Restricted Subsidiaries is bound.

In the case of either discharge or defeasance of the Notes, the Subsidiary Guarantees and the JV

Subsidiary Guarantees will terminate.

Defeasance of Certain Covenants

The Indenture will provide that the (i) provisions of the Indenture will no longer be in effect with respect

to clauses (3), (4), (5)(x) and (7) under the first paragraph and clauses (3), (4), (5)(x) and (6) under the second

paragraph under “— Consolidation, Merger and Sale of Assets” and all the covenants described herein under “—

Certain Covenants,” other than as described under “— Certain Covenants — Government Approvals and

Licenses; Compliance with Law” and “— Certain Covenants — Anti-Layering,” and (ii) clause (3) under

“Events of Default” with respect to such clauses (3), (4), (5)(x) and (7) under the first paragraph and such clauses

(3), (4), (5)(x) and (6) under the second paragraph under “Consolidation, Merger and Sale of Assets” and with

respect to the other events set forth in such clause (3) under “Events of Default”, clause (4) under “Events of

Default” with respect to such other covenants and clauses (5) and under “Events of Default” shall be deemed not

to be Events of Default upon, among other things, the deposit with the Trustee (or its agent), in trust, of money,

U.S. Government Obligations or a combination thereof that through the payment of interest and principal in

respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of,

premium, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with

the terms of the Indenture and the Notes.

Defeasance and Certain Other Events of Default

In the event that the Company exercises its option to omit compliance with certain covenants and

provisions of the Indenture with respect to the Notes as described in the immediately preceding paragraph and

the Notes are declared due and payable because of the occurrence of an Event of Default that remains applicable,

the amount of money and/or U.S. Government Obligations on deposit with the Trustee (or its agent) will be

sufficient to pay amounts due on the Notes at the time of their Stated Maturity but may not be sufficient to pay

amounts due on the Notes at the time of the acceleration resulting from such Event of Default. However, the

Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors will remain liable for such payments.

Amendments and Waiver

Amendments Without Consent of Holders

The Indenture, the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees, the Intercreditor

Agreement or any Security Document may be amended, without notice to or the consent of any Holder, to:

(1) cure any ambiguity, defect, omission or inconsistency in the Indenture, the Notes, the

Subsidiary Guarantees, the JV Subsidiary Guarantees, the Intercreditor Agreement or any

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Security Document, provided that such actions pursuant to this clause (1) do not materially and

adversely affect the interests of the Holders;

(2) comply with the provisions described under “— Consolidation, Merger and Sale of Assets”;

(3) evidence and provide for the acceptance of appointment by a successor Trustee or Global

Security Agent;

(4) add any Subsidiary Guarantor or JV Subsidiary Guarantor, or any Subsidiary Guarantee or JV

Subsidiary Guarantee, or release any Subsidiary Guarantor or JV Subsidiary Guarantor from

any Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, as provided or

permitted by the terms of the Indenture;

(5) provide for the issuance of Additional Notes in accordance with the limitations set forth in the

Indenture;

(6) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor (including

the corresponding Collateral relating to such Subsidiary Guarantor Pledgor) as provided or

permitted by the terms of the Indenture;

(7) add additional Collateral to secure the Notes, any Subsidiary Guarantee or any JV Subsidiary

Guarantee;

(8) in any other case where a supplemental indenture to the Indenture is required or permitted to be

entered into pursuant to the provisions of the Indenture without the consent of any Holder;

(9) effect any changes to the Indenture in a manner necessary to comply with the procedures of

Euroclear or Clearstream;

(10) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of the

Indenture (including, without limitation, permitting the Trustee and the Global Security Agent

to enter into any amendments to the Intercreditor Agreement, the Security Documents, or the

Indenture and take any other action necessary to permit the creation and registration of Liens

on the Collateral to secure Permitted Pari Passu Secured Indebtedness, in accordance with the

Indenture);

(11) make any other change that does not materially and adversely affect the rights of any Holder;

or

conform the text of the Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary

Guarantees to any provision of this “Description of the Notes” to the extent that such provision

in this “Description of the Notes” was intended to be a verbatim recitation of a provision in the

Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees.

Amendments with Consent of Holders

Amendments of the Indenture, the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees, the

Intercreditor Agreement or any Security Document may be made by all parties to such documents with the

consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, and

the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the

Company, the Subsidiary Guarantors and the JV Subsidiary Guarantors with any provision of the Indenture, the

Notes or any Security Document; provided, however, that no such modification, amendment or waiver may,

without the consent of each Holder affected thereby:

(1) change the Stated Maturity of the principal of, or any installment of interest on, any Note;

(2) reduce the principal amount of, or premium, if any, or interest on, any Note;

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(3) change the place or currency of payment of principal of, or premium, if any, or interest on, any

Note;

(4) impair the right to institute suit for the enforcement of any payment on or after the Stated

Maturity (or, in the case of a redemption, on or after the redemption date) of any Note, any

Subsidiary Guarantee or any JV Subsidiary Guarantee;

(5) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is

necessary to modify or amend the Indenture;

(6) waive a default in the payment of principal of, premium, if any, or interest on the Notes;

(7) release any Subsidiary Guarantor or JV Subsidiary Guarantor from its Subsidiary Guarantee or

JV Subsidiary Guarantee, as the case may be, except as provided in the Indenture;

(8) release any Collateral, except as provided in the Indenture and the Security Documents;

(9) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose

Holders is necessary for waiver of compliance with certain provisions of the Indenture or for

waiver of certain defaults;

(10) amend, change or modify any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner

that adversely affects the Holders;

(11) amend, change or modify any provision of the Intercreditor Agreement or any Security

Document or any provision of the Indenture relating to the Collateral, in a manner that

adversely affects the Holders, except in accordance with the other provisions of the Indenture;

(12) reduce the amount payable upon a Change of Control Offer or an Offer to Purchase with the

Excess Proceeds from any Asset Sale or, change the time or manner by which a Change of

Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any

Asset Sale may be made or by which the Notes must be repurchased pursuant to a Change of

Control Offer or an Offer to Purchase with the Excess Proceeds or other proceeds from any

Asset Sale, whether through an amendment or waiver of provisions in the covenants,

definitions or otherwise, unless such amendment, waiver or modification shall be in effect prior

to the occurrence of a Change of Control Triggering Event or the event giving rise to the

repurchase of the Notes under “— Limitation on Asset Sales”;

(13) change the redemption date or the redemption price of the Notes from that stated under the

caption “— Optional Redemption” or “— Redemption for Taxation Reasons” or change any

provision under the caption “Repurchase of Notes at the Option of the Holders”;

(14) consent to the assignment or transfer by the Company or any Subsidiary Guarantor of any of

their rights or obligations under the Indenture or the Subsidiary Guarantees, except as

permitted pursuant to the provisions described under “Consolidation, Merger and Sale of

Assets;”

(15) amend, change or modify the obligation of the Company, any Subsidiary Guarantor or JV

Subsidiary Guarantor to pay Additional Amounts; or

(16) amend, change or modify any provision of the Indenture or the related definition affecting the

ranking of the Notes or any Subsidiary Guarantee or JV Subsidiary Guarantee in a manner

which adversely affects the Holders.

Unclaimed Money

Claims against the Company for the payment of principal of, premium, if any, or interest, on the Notes

will become void unless presentation for payment is made as required in the Indenture within a period of six

years.

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No Personal Liability of Incorporators, Stockholders, Officers, Directors or Employees

No recourse for the payment of the principal of, premium, if any, or interest on any of the Notes or for

any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant

or agreement of the Company, any of the Subsidiary Guarantors or any of the JV Subsidiary Guarantors in the

Indenture, or in any of the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees or because of the

creation of any Indebtedness represented thereby, shall be had against any incorporator, stockholder, officer,

director, employee or controlling person of the Company, any of the Subsidiary Guarantors or any of the JV

Subsidiary Guarantors, or of any successor Person thereof. Each Holder, by accepting the Notes, waives and

releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes, the

Subsidiary Guarantees and the JV Subsidiary Guarantees. Such waiver may not be effective to waive liabilities

under the federal securities laws.

Concerning the Trustee, the Global Security Agent, the Registrar, the Paying Agent and the Transfer

Agent

DB Trustees (Hong Kong) Limited has been appointed as Trustee and Global Security Agent under the

Indenture, the Intercreditor Agreement and the Security Documents, and Deutsche Bank AG, Hong Kong Branch

has been appointed as registrar (the “Registrar”), paying agent (the “Paying Agent”) and transfer agent (the

“Transfer Agent”) with regard to the Notes. The Registrar, the Global Security Agent, the Paying Agent and the

Transfer Agent are collectively the “Agents.” Except during the continuance of an Event of Default, the Trustee

undertakes to perform such duties and only such duties as are specifically set forth in the Indenture and no

implied covenants or obligations will be read into the Indenture against the Trustee. If an Event of Default has

occurred and is continuing, the Trustee will use the same degree of care and skill in its exercise of the rights and

powers vested in it under the Indenture as a prudent person would exercise under the circumstances in the

conduct of such person’s own affairs.

The Indenture contains limitations on the rights of the Trustee or the Global Security Agent, should they

become creditors of the Company, any of the Subsidiary Guarantors or any of the JV Subsidiary Guarantors, to

obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such

claims, as security or otherwise. The Trustee and the Global Security Agent are permitted to engage in other

transactions with the Company and its Affiliates and to profit from them without being obligated to account for

profit; provided, however, that if they acquire any conflicting interest, they must eliminate such conflict or resign

after becoming aware of the same.

DB Trustees (Hong Kong) Limited will initially act as Global Security Agent under the Security

Documents in respect of the Security over the Collateral. The Global Security Agent, acting in its capacity as

such, shall have such duties with respect to the Collateral pledged, assigned or granted pursuant to the Security

Documents as are set forth in the Indenture, the Intercreditor Agreement and the Security Documents. Under

certain circumstances, the Global Security Agent may have obligations under the Security Documents that are in

conflict with the interests of the Holders, the holders of the 2022 USD Notes, the holders of the 2023 USD Notes

or holders (or their representatives) of other Permitted Pari Passu Secured Indebtedness (if any). The Global

Security Agent will be under no obligation to exercise any rights or powers conferred under the Indenture, the

Intercreditor Agreement or any of the Security Documents for the benefit of the Holders, the holders of the 2022

USD Notes, the holders of the 2023 USD Notes or holders (or their representatives) of other Permitted Pari

Passu Secured Indebtedness (if any) unless the requisite number of the Holders, the holders of the 2022 USD

Notes, the holders of the 2023 USD Notes or holders (or their representatives) of other Permitted Pari Passu

Secured Indebtedness (if any) have offered to the Trustee and the Global Security Agent indemnity and/or

security and/or pre-funding satisfactory to the Trustee and the Global Security Agent against any loss, liability or

expense. Furthermore, each Holder, by accepting the Notes will agree, for the benefit of the Global Security

Agent and the Trustee, that it is solely responsible for its own independent appraisal of, and investigation into, all

risks arising under or in connection with the Intercreditor Agreement and the Security Documents and has not

relied on and will not at any time rely on the Global Security Agent or the Trustee in respect of such risks.

Book-Entry; Delivery and Form

The Notes are represented by a global note in registered form without interest coupons attached (the

“Initial Global Note”). On the Original Issue Date, the initial global note was deposited with a common

depositary and registered in the name of the common depositary or its nominee for the accounts of Euroclear and

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Clearstream. Any Notes will be represented by additional global notes in registered form without interest

coupons attached (the “Additional Global Notes” and, together with the Initial Global Note, the “Global Notes”).

Global Notes

Ownership of beneficial interests in the Global Notes (the “book-entry interests”) will be limited to

persons that have accounts with Euroclear and/or Clearstream or persons that may hold interests through such

participants. Book-entry interests will be shown on, and transfers thereof will be effected only through, records

maintained in book-entry form by Euroclear and Clearstream and their participants.

Except as set forth below under “— Individual Definitive Notes,” the book-entry interests will not be held

in definitive form. Instead, Euroclear and/or Clearstream will credit on their respective book-entry registration

and transfer systems a participant’s account with the interest beneficially owned by such participant. The laws of

some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in

definitive form. The foregoing limitations may impair the ability to own, transfer or pledge book-entry interests.

So long as the Notes are held in global form, the common depositary for Euroclear and/or Clearstream (or

its nominee) will be considered the sole holder of the Global Notes for all purposes under the Indenture and

“holders” of book-entry interests will not be considered the owners or “Holders” of Notes for any purpose. As

such, participants must rely on the procedures of Euroclear and Clearstream and indirect participants must rely

on the procedures of the participants through which they own book-entry interests in order to transfer their

interests in the Notes or to exercise any rights of Holders under the Indenture.

None of the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors (if any), the Trustee or

any of the Agents will have any responsibility or be liable for any aspect of the records relating to the book-entry

interests. The Notes are not issuable in bearer form.

Payments on the Global Notes

Payments of any amounts owing in respect of the Global Notes (including principal, premium, interest

and Additional Amounts) will be made to the Paying Agent in U.S. dollars. The Paying Agent will, in turn, make

such payments to the common depositary for Euroclear and Clearstream, which will distribute such payments to

participants in accordance with their procedures. Each of the Company and the Subsidiary Guarantors will make

payments of all such amounts without deduction or withholding for, or on account of, any present or future taxes,

duties, assessments or governmental charges of whatever nature, except as may be required by law and as

described under “— Additional Amounts.”

Under the terms of the Indenture, the Company, any Subsidiary Guarantor, any JV Subsidiary Guarantor,

the Trustee and the Agents will treat the registered holder of the Global Notes (i.e., the common depositary or its

nominee) as the owner thereof for the purpose of receiving payments and for all other purposes. Consequently,

none of the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors, the Trustee or any of the Agents

has or will have any responsibility or liability for:

any aspect of the records of Euroclear, Clearstream or any participant or indirect participant

relating to or payments made on account of a book-entry interest, for any such payments made

by Euroclear, Clearstream or any participant or indirect participants, or for maintaining,

supervising or reviewing any of the records of Euroclear, Clearstream or any participant or

indirect participant relating to or payments made on account of a book-entry interest; or

any action or any failure to take action by Euroclear, Clearstream or any participant or indirect

participant.

Payments by participants to owners of book-entry interests held through participants are the responsibility

of such participants.

Redemption of Global Notes

In the event any Global Note, or any portion thereof, is redeemed, the common depositary will distribute

the amount received by it in respect of the Global Note so redeemed to Euroclear and/or Clearstream, as

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applicable, who will distribute such amount to the holders of the book-entry interests in such Global Note. The

redemption price payable in connection with the redemption of such book-entry interests will be equal to the

amount received by the common depositary, Euroclear or Clearstream, as applicable, in connection with the

redemption of such Global Note (or any portion thereof). The Company understands that under existing practices

of Euroclear and Clearstream, if fewer than all of the Notes are to be redeemed at any time, Euroclear and

Clearstream will credit their respective participants’ accounts on a proportionate basis (with adjustments to

prevent fractions) or by lot or on such other basis as they deem fair and appropriate; provided, however, that no

book-entry interest of US$200,000 principal amount, or less, as the case may be, will be redeemed in part.

Action by Owners of Book-Entry Interests

Euroclear and Clearstream have advised that they will take any action permitted to be taken by a Holder

of Notes only at the direction of one or more participants to whose account the book-entry interests in a Global

Note are credited and only in respect of such portion of the aggregate principal amount of Notes as to which such

participant or participants has or have given such direction. Euroclear and Clearstream will not exercise any

discretion in the granting of consents, waivers or the taking of any other action in respect of the Global Note.

Transfers

Transfers between participants in Euroclear and Clearstream will be effected in accordance with

Euroclear and Clearstream’s rules and will be settled in immediately available funds. If a Holder requires

physical delivery of individual definitive notes for any reason, including to sell the Notes to persons in

jurisdictions which require physical delivery of such securities or to pledge such securities, such Holder must

transfer its interest in the Global Note in accordance with the normal procedures of Euroclear and Clearstream

and in accordance with the provisions of the Indenture.

Book-entry interests in the Global Notes will be subject to the restrictions on transfer discussed under

“Transfer Restrictions.”

Any book-entry interest in a Global Note that is transferred to a person who takes delivery in the form of

a book-entry interest in another Global Note will, upon transfer, cease to be a book-entry interest in the first-

mentioned Global Note and become a book-entry interest in the other Global Note and, accordingly, will

thereafter be subject to all transfer restrictions, if any, and other procedures applicable to book-entry interests in

such other Global Note for as long as it retains such a book-entry interest.

Global Clearance and Settlement Under the Book-Entry System

Book-entry interests owned through Euroclear or Clearstream accounts will follow the applicable

settlement procedures applicable. Book-entry interests will be credited to the securities custody accounts of

Euroclear and Clearstream participants on the business day following the settlement date against payment for

value on the settlement date.

The book-entry interests will trade through participants of Euroclear or Clearstream, and will settle in

same-day funds. Since the purchaser determines the place of delivery, it is important to establish at the time of

trading of any book-entry interests where both the purchaser’s and seller’s accounts are located to ensure that

settlement can be made on the desired value date.

Information Concerning Euroclear and Clearstream

The Company understands as follows with respect to Euroclear and Clearstream:

Euroclear and Clearstream hold securities for participating organizations and facilitate the clearance and

settlement of securities transactions between their respective participants through electronic book-entry changes

in accounts of such participants. Euroclear and Clearstream provide to their participants, among other things,

services for safekeeping, administration, clearance and settlement of internationally traded securities and

securities lending and borrowing. Euroclear and Clearstream interface with domestic securities markets.

Euroclear and Clearstream participants are financial institutions, such as underwriters, securities brokers and

dealers, banks and trust companies, and certain other organizations. Indirect access to Euroclear or Clearstream

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is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a

custodian relationship with a Euroclear or Clearstream participant, either directly or indirectly.

Although the foregoing sets out the procedures of Euroclear and Clearstream in order to facilitate the

original issue and subsequent transfers of interests in the Notes among participants of Euroclear and Clearstream,

neither Euroclear nor Clearstream is under any obligation to perform or continue to perform such procedures,

and such procedures may be discontinued at any time.

None of the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors, the Trustee or any of the

Agents will have responsibility for the performance of Euroclear or Clearstream or their respective participants

of their respective obligations under the rules and procedures governing their operations, including, without

limitation, rules and procedures relating to book-entry interests.

Individual Definitive Notes

If (1) the common depositary or any successor to the common depositary is at any time unwilling or

unable to continue as a depositary for the reasons described in the Indenture and a successor depositary is not

appointed within 90 days, (2) either Euroclear or Clearstream, or a successor clearing system is closed for

business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or

announces an intention to permanently cease business or does in fact do so, or (3) any of the Notes has become

immediately due and payable in accordance with “— Events of Default” and the Company has received a written

request from a Holder, the Company will issue individual definitive notes in registered form in exchange for the

Global Note. Upon receipt of such notice from the common depositary, Euroclear, Clearstream or the Trustee, as

the case may be, the Company will use its best efforts to make arrangements with the common depositary for the

exchange of interests in the Global Notes for individual definitive notes and cause the requested individual

definitive notes to be executed and delivered to the registrar in sufficient quantities and authenticated by the

Registrar or an authenticating agent for delivery to Holders. Persons exchanging interests in a Global Note for

individual definitive notes will be required to provide the Note Registrar, through the relevant clearing system,

with written instruction and other information required by the Company and the Note Registrar to complete,

execute and deliver such individual definitive notes. In all cases, individual definitive notes delivered in

exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any

approved denominations, requested by the relevant clearing system.

Individual definitive notes will not be eligible for clearing and settlement through Euroclear or

Clearstream.

Notices

All notices or demands required or permitted by the terms of the Notes or the Indenture to be given to or

by the Holders are required to be in writing and may be given or served by being sent by prepaid courier or first-

class mail (if intended for the Company or any Subsidiary Guarantor) addressed to the Company or such

Subsidiary Guarantor;, (if intended for the Trustee) at the corporate trust office of the Trustee; and (if intended

for any Holder) addressed to such Holder at such Holder’s last address as it appears in the Note register.

Any such notice or demand will be deemed to have been sufficiently given or served when so sent or

deposited and, if to the Holders, when delivered in accordance with the applicable rules and procedures of

Euroclear or Clearstream, as the case may be. Any such notice shall be deemed to have been delivered on the

day such notice is delivered to Euroclear or Clearstream, as the case may be, or if by mail, when so sent or

deposited.

Consent to Jurisdiction; Service of Process

The Company and each of the Subsidiary Guarantors and the JV Subsidiary Guarantors will irrevocably

(1) submit to the non-exclusive jurisdiction of any U.S. federal or New York state court located in the Borough

of Manhattan, the City of New York in connection with any suit, action or proceeding arising out of, or relating

to, the Notes, any Subsidiary Guarantee, any JV Subsidiary Guarantee, the Indenture or any transaction

contemplated thereby; and (2) designate and appoint Cogency Global Inc. for receipt of service of process in any

such suit, action or proceeding.

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Governing Law

Each of the Notes, the Subsidiary Guarantees, the JV Subsidiary Guarantees and the Indenture will be

governed by, and construed in accordance with, the laws of the State of New York. The relevant pledge

agreements pursuant to which the Capital Stock of the Subsidiary Guarantors are pledged as described under “—

Security” will be governed under the laws of the jurisdictions in which the relevant Subsidiary Guarantor is

incorporated.

Definitions

Set forth below are defined terms used in the covenants and other provisions of the Indenture. Reference

is made to the Indenture for other capitalized terms used in this “Description of the Notes” for which no

definition is provided.

“2017 CNH Notes” means the RMB300,000,000 10.80% Senior Notes due 2017 of the Company.

“2022 USD Notes” means the US$200,000,000 12.95% Senior Notes due 2022 of the Company.

“2023 USD Notes” means the US$255,000,000 14.25% Senior Notes due 2023 of the Company.

“Acquired Indebtedness” means Indebtedness of a Person existing at the time such Person becomes a

Restricted Subsidiary or Indebtedness of a Restricted Subsidiary assumed in connection with an Asset

Acquisition by such Restricted Subsidiary whether or not Incurred in connection with, or in contemplation of,

the Person merging with or into or becoming a Restricted Subsidiary.

“Adjusted Treasury Rate” means, with respect to any redemption date, (i) the yield, under the heading

which represents the average for the immediately preceding week, appearing in the most recently published

statistical release designated “H.15(519)”or any successor publication which is published weekly by the Board of

Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury

securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity

corresponding to the Comparable Treasury Issue (if no maturity is within three (3) months before or after July

11, 2023, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue

shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a

straight line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not

published during the week preceding the calculation date or does not contain such yields, the rate per year equal

to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the

Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable

Treasury Price for such redemption date, in each case calculated on the third Business Day immediately

preceding the redemption date.

“Affiliate” means, with respect to any Person, any other Person (1) directly or indirectly controlling,

controlled by, or under direct or indirect common control with, such Person; (2) who is a director or officer of

such Person or any Subsidiary of such Person or of any Person referred to in clause (1) of this definition; or (3)

who is a spouse or any person cohabiting as a spouse, child or step-child, parent or step-parent, brother, sister,

step-brother or step-sister, parent-in-law, grandchild, grandparent, uncle, aunt, nephew and niece of a Person

described in clause (1) or (2). For purposes of this definition, “control” (including, with correlative meanings, the

terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the

possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of

such Person, whether through the ownership of voting securities, by contract or otherwise.

“Applicable Premium” means, with respect to a Note at any redemption date, the greater of (i) 1.00% of

the principal amount of such Note and (ii) the excess of (A) the present value at such redemption date of (x) the

redemption price of the Notes at July 11, 2023, plus (y) all required remaining scheduled interest payments due

on such Note through the maturity date of the Notes (but excluding accrued and unpaid interest to the

redemption date), computed using a discount rate equal to the Adjusted Treasury Rate plus 100 basis points, over

(B) the principal amount of such Note on such redemption date. The Applicable Premium shall be calculated by

the Company and notified in writing to the Trustee and the Paying Agent.

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“Asset Acquisition” means (1) an investment by the Company or any of its Restricted Subsidiaries in any

other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged into or

consolidated with the Company or any of its Restricted Subsidiaries; or (2) an acquisition by the Company or

any of its Restricted Subsidiaries of the property and assets of any Person other than the Company or any of its

Restricted Subsidiaries that constitute substantially all of a division or line of business of such Person.

“Asset Disposition” means the sale or other disposition by the Company or any of its Restricted

Subsidiaries (other than to the Company or another Restricted Subsidiary) of (1) all or substantially all of the

Capital Stock of any Restricted Subsidiary; or (2) all or substantially all of the assets that constitute a division or

line of business of the Company or any of its Restricted Subsidiaries.

“Asset Sale” means any sale, transfer or other disposition (including by way of merger, consolidation or

Sale and Leaseback Transaction) of any of its property or assets (including any sale of Capital Stock of a

Subsidiary or issuance of Capital Stock by a Restricted Subsidiary) in one transaction or a series of related

transactions by the Company or any of its Restricted Subsidiaries to any Person; provided that “Asset Sale” shall

not include:

(1) sales or other dispositions of inventory, receivables and other current assets (including

properties under development for sale and completed properties for sale) in the ordinary course

of business;

(2) sales, transfers or other dispositions of assets constituting a Permitted Investment or Restricted

Payment permitted to be made under the “— Limitation on Restricted Payments” covenant;

(3) sales, transfers or other dispositions of assets with a Fair Market Value not in excess of

RMB5.0 million (or the RMB Equivalent thereof) in any transaction or series of related

transactions;

(4) any sale, transfer, assignment or other disposition of any property, or equipment that has

become damaged, worn out, obsolete or otherwise unsuitable for use in connection with the

business of the Company or its Restricted Subsidiaries;

(5) any transfer, assignment or other disposition deemed to occur in connection with creating or

granting any Permitted Lien;

(6) a transaction covered by the covenant under the caption “— Consolidation, Merger and Sale of

Assets;” and

(7) any sale, transfer or other disposition by the Company or any of its Restricted Subsidiaries,

including the sale or issuance by the Company or any Restricted Subsidiary of any Capital

Stock of any Restricted Subsidiary, to the Company or any Restricted Subsidiary.

“Associate” has the meaning ascribed thereto in paragraph (16) of the definition of “Permitted

Investment”.

“Attributable Indebtedness” means, in respect of a Sale and Leaseback Transaction, the present value,

discounted at the interest rate implicit in the Sale and Leaseback Transaction, of the total obligations of the

lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction.

“Average Life” means, at any date of determination with respect to any Indebtedness, the quotient

obtained by dividing (1) the sum of the products of (a) the number of years from such date of determination to

the dates of each successive scheduled principal payment of such Indebtedness and (b) the amount of such

principal payment by (2) the sum of all such principal payments.

“Board of Directors” means the board of directors of the Company or any committee of such board duly

authorized to take the action purported to be taken by such committee.

“Board Resolution” means any resolution of the Board of Directors taking an action which it is authorized

to take and adopted at a meeting duly called and held at which a quorum of disinterested members (if so

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required) was present and acting throughout or adopted by written resolution executed by every member of the

Board of Directors.

“Business Day” means any day which is not a Saturday, Sunday, legal holiday or other day on which

banking institutions in the City of New York or in London or in Hong Kong (or in any other place in which

payments on the Notes are to be made) are authorized by law or governmental regulation to close.

“Capitalized Lease” means, with respect to any Person, any lease of any property (whether real, personal

or mixed) which, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person.

“Capitalized Lease Obligations” means the discounted present value of the rental obligations under a

Capitalized Lease.

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other

equivalents (however designated, whether voting or non-voting) in equity of such Person, whether outstanding

on the Original Issue Date or issued thereafter, including, without limitation, all Common Stock and Preferred

Stock, but excluding debt securities convertible into such equity.

“Change of Control” means the occurrence of one or more of the following events:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of

merger or consolidation), in one or a series of related transactions, of all or substantially all of

the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to

any “person” (within the meaning of Section 13(d) of the U.S. Exchange Act), other than one

or more Permitted Holders;

(2) the merger, amalgamation or consolidation of the Company with or into another Person or the

merger or amalgamation of another Person (other than one or more Permitted Holders) with or

into the Company, or the sale of all or substantially all the assets of the Company to another

Person;

(3) the Permitted Holders are the “beneficial owners” (as such term is used in Rule 13d -3 of the

U.S. Exchange Act) of less than 30% of the total voting power of the Voting Stock of the

Company;

(4) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the U.S.

Exchange Act) is or becomes the “beneficial owner” (as such term is used in Rule 13d -3 of the

U.S. Exchange Act), directly or indirectly, of total voting power of the Voting Stock of the

Company greater than such total voting power held beneficially by the Permitted Holders;

(5) individuals who on the Original Issue Date constituted the board of directors of the Company,

together with any new directors whose election by the board of directors was approved by a

vote of at least two-thirds of the directors then still in office who were either directors or whose

election was previously so approved, cease for any reason to constitute a majority of the board

of directors of the Company then in office; or

(6) the adoption of a plan relating to the liquidation or dissolution of the Company.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating

Decline.

“Clearstream” means Clearstream Banking S.A.

“Collateral” means all collateral securing, or purported to be securing, directly or indirectly, the Notes or

any Subsidiary Guarantee or any JV Subsidiary Guarantee pursuant to the Intercreditor Agreement and the

Security Documents, and shall initially consist of the Capital Stock of the initial Subsidiary Guarantors owned by

the Company or a Subsidiary Guarantor.

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“Commodity Hedging Agreement” means any spot, forward or option commodity price protection

agreements or other similar agreement or arrangement designed to protect against fluctuations in commodity

prices.

“Common Stock” means, with respect to any Person, any and all shares, interests or other participations

in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common

stock or ordinary shares, whether or not outstanding at the date of the Indenture, and include, without limitation,

all series and classes of such common stock or ordinary shares.

“Comparable Treasury Issue” means the U.S. Treasury security having a maturity comparable to July 11,

2023 that would be utilized, at the time of selection and in accordance with customary financial practice, in

pricing new issues of corporate debt securities of comparable maturity to July 11, 2023.

“Comparable Treasury Price” means, with respect to any redemption date, if clause (ii) of the Adjusted

Treasury Rate is applicable, the average of three (or such lesser number as is received by the Trustee) Reference

Treasury Dealer Quotations for such redemption date.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus, to the

extent such amount was deducted in calculating such Consolidated Net Income:

(1) Consolidated Interest Expense,

(2) income taxes (other than income taxes attributable to extraordinary and non-recurring gains (or

losses) or sales of assets), and

(3) depreciation expense, amortization expense and all other non-cash items reducing Consolidated

Net Income (other than non-cash items in a period which reflect cash expenses paid or to be

paid in another period and other than losses on Investment Properties arising from fair value

adjustments made in conformity with GAAP), less all non-cash items increasing Consolidated

Net Income (other than gains on Investment Properties arising from fair value adjustments

made in conformity with GAAP),

all as determined on a consolidated basis for the Company and its Restricted Subsidiaries in conformity

with GAAP; provided that (1) if any Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary,

Consolidated EBITDA shall be reduced (to the extent not otherwise reduced in accordance with GAAP) by an

amount equal to (A) the amount of the Consolidated Net Income attributable to such Restricted Subsidiary

multiplied by (B) the percentage ownership interest in the income of such Restricted Subsidiary not owned on

the last day of such period by the Company or any of its Restricted Subsidiaries and (2) in the case of any future

PRC CJV (consolidated in accordance with GAAP), Consolidated EBITDA shall be reduced (to the extent not

already reduced in accordance with GAAP) by any payments, distributions or amounts (including the Fair

Market Value of any non-cash payments, distributions or amounts) required to be made or paid by such PRC

CJV to the PRC CJV Partner, or to which the PRC CJV Partner otherwise has a right or is entitled, pursuant to

the joint venture agreement governing such PRC CJV.

“Consolidated Fixed Charges” means, for any period, the sum (without duplication) of (1) Consolidated

Interest Expense for such period and (2) all cash and non-cash dividends paid, declared, accrued or accumulated

during such period on any Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary

held by Persons other than the Company or any Wholly Owned Restricted Subsidiary, except for dividends

payable in the Company’s Capital Stock (other than Disqualified Stock) or paid to the Company or to a Wholly

Owned Restricted Subsidiary.

“Consolidated Interest Expense” means, for any period, the amount that would be included in gross

interest expense on a consolidated income statement prepared in accordance with GAAP for such period of the

Company and its Restricted Subsidiaries, plus, to the extent not included in such gross interest expense, and to

the extent incurred, accrued or payable during such period by the Company and its Restricted Subsidiaries,

without duplication, (1) interest expense attributable to Capitalized Lease Obligations and imputed interest with

respect to Attributable Indebtedness, (2) amortization of debt issuance costs and original issue discount expense

and non-cash interest payments in respect of any Indebtedness, (3) the interest portion of any deferred payment

obligation, (4) all commissions, discounts and other fees and charges with respect to letters of credit or similar

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instruments issued for financing purposes or in respect of any Indebtedness, (5) the net costs associated with

Hedging Obligations (including the amortization of fees), (6) interest accruing on Indebtedness of any Person

(other than the Company or any Restricted Subsidiary) that is Guaranteed by, or secured by a Lien on any asset

of, the Company or any Restricted Subsidiary (other than Pre-Registration Mortgage Guarantees) and (7) any

capitalized interest, provided that interest expense attributable to interest on any Indebtedness bearing a floating

interest rate will be computed on a pro forma basis as if the rate in effect on the date of determination had been

the applicable rate for the entire relevant period.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of

the net income (or loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis,

determined in conformity with GAAP; provided that the following items shall be excluded in computing

Consolidated Net Income (without duplication):

(1) the net income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted

for by the equity method of accounting except that:

(a) subject to the exclusion contained in clause (5) below, the Company’s equity in the net

income of any such Person for such period shall be included in such Consolidated Net

Income up to the aggregate amount of cash actually distributed by such Person during

such period to the Company or a Restricted Subsidiary as a dividend or other

distribution (subject, in the case of a dividend or other distribution paid to a Restricted

Subsidiary, to the limitations contained in clause (3) below); and

(b) the Company’s equity in a net loss of any such Person for such period shall be included

in determining such Consolidated Net Income to the extent funded with cash or other

assets of the Company or Restricted Subsidiaries;

(2) the net income (or loss) of any Person accrued prior to the date it becomes a Restricted

Subsidiary or is merged into or consolidated with the Company or any of its Restricted

Subsidiaries or all or substantially all of the property and assets of such Person are acquired by

the Company or any of its Restricted Subsidiaries;

(3) the net income (but not loss) of any Restricted Subsidiary to the extent that the declaration or

payment of dividends or similar distributions by such Restricted Subsidiary of such net income

is not at the time permitted by the operation of the terms of its charter, articles of association or

other similar constitutive documents, or any agreement, instrument, judgment, decree, order,

statute, rule or governmental regulation applicable to such Restricted Subsidiary;

(4) the cumulative effect of a change in accounting principles;

(5) any net after tax gains realized on the sale or other disposition of (a) any property or assets of

the Company or any Restricted Subsidiary which is not sold in the ordinary course of its

business or (b) any Capital Stock of any Person (including any gains by the Company realized

on sales of Capital Stock of the Company or other Restricted Subsidiaries);

(6) any translation gains and losses due solely to fluctuations in currency values and related tax

effects; and

(7) any net after-tax extraordinary or non-recurring gains,

provided that (A) solely for purposes of calculating Consolidated EBITDA and the Fixed Charge

Coverage Ratio, any net after tax gains derived from direct or indirect sale by the Company or any Restricted

Subsidiary of (i) Capital Stock of a Restricted Subsidiary primarily engaged in the holding of Investment

Property or (ii) an interest in any Investment Property arising from the difference between the current book value

and the cash sale price shall be added to Consolidated Net Income; (B) for purposes of this Consolidated Net

Income calculation (but not for purposes of calculating Consolidated EBITDA and the Fixed Charge Coverage

Ratio) any net after tax gains derived from direct or indirect sale by the Company or any Restricted Subsidiary of

(i) Capital Stock of a Restricted Subsidiary primarily engaged in the holding of Investment Property or (ii) an

interest in any Investment Property arising from the difference between the original cost basis and the cash sale

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price shall be added to Consolidated Net Income to the extent not already included in the net income for such

period as determined in conformity with GAAP and Consolidated Net Income and (C) solely for the purposes of

calculating Consolidated EBITDA and the Fixed Charge Coverage Ratio, any net after tax gains on Investment

Properties arising from fair value adjustments made in conformity with GAAP shall be added to Consolidated

Net Income.

“Consolidated Net Worth” means, at any date of determination, stockholders’ equity as set forth on the

most recently available semi-annual or annual consolidated balance sheet of the Company and its Restricted

Subsidiaries, plus, to the extent not included, any Preferred Stock of the Company, less any amounts attributable

to Disqualified Stock or any equity security convertible into or exchangeable for Indebtedness, the cost of

treasury stock and the principal amount of any promissory notes receivable from the sale of the Capital Stock of

the Company or any of its Restricted Subsidiaries, each item to be determined in conformity with GAAP.

“Contractor Guarantees” means any Guarantee by the Company or any Restricted Subsidiary of

Indebtedness of any contractor, builder or other similar Person engaged by the Company or such Restricted

Subsidiary in connection with the development, construction or improvement of real or personal property or

equipment to be used in a Permitted Business by the Company or any Restricted Subsidiary in the ordinary

course of business, which Indebtedness was Incurred by such contractor, builder or other similar Person to

finance the cost of such development, construction or improvement.

“Creditor Representatives” means, collectively, the Trustee and holders (or their representatives or

agents) of any Permitted Pari Passu Secured Indebtedness.

“Cross Border Secured Indebtedness” means (i) Indebtedness the proceeds of which are disbursed in one

jurisdiction but which Indebtedness or credit support therefor is guaranteed by a guarantor located in another

jurisdiction, or secured by Liens over assets located in another jurisdiction, and (ii) any Guarantees or

Indebtedness (including reimbursement obligations in respect of credit support) related to the Indebtedness

referred to in clause (i).

“Currency Agreement” means any foreign exchange forward contract, currency swap agreement or other

similar agreement or arrangement designed to protect against fluctuations in foreign exchange rates.

“Debt Documents” means, collectively, the Indenture, the Subsidiary Guarantees, the JV Subsidiary

Guarantees, the Intercreditor Agreement, the Security Documents and the documents evidencing any Permitted

Pari Passu Secured Indebtedness.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of

Default.

“Disqualified Stock” means any class or series of Capital Stock of any Person that by its terms or

otherwise is (1) required to be redeemed prior to the date that is 183 days after the Stated Maturity of the Notes,

(2) redeemable at the option of the holder of such class or series of Capital Stock at any time prior to the date

that is 183 days after the Stated Maturity of the Notes or (3) convertible into or exchangeable for Capital Stock

referred to in clause (1) or (2) above or Indebtedness having a scheduled maturity prior to the date that is 183

days after the Stated Maturity of the Notes; provided that any Capital Stock that would not constitute

Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to

repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring

prior to the Stated Maturity of the Notes shall not constitute Disqualified Stock if the “asset sale” or “change of

control” provisions applicable to such Capital Stock are no more favorable to the holders of such Capital Stock

than the provisions contained in the “— Limitation on Asset Sales” and “— Repurchase of Notes upon a Change

of Control Triggering Event” covenants and such Capital Stock specifically provides that such Person will not

repurchase or redeem any such stock pursuant to such provision prior to the Company’s repurchase of such

Notes as are required to be repurchased pursuant to the “— Limitation on Asset Sales” and “— Repurchase of

Notes upon a Change of Control Triggering Event” covenants.

“Equity Offering” means (i) any underwritten primary public offering or private placement of Common

Stock of the Company after the Original Issue Date or (ii) any underwritten secondary public offering or

secondary private placement of Common Stock of the Company beneficially owned by a Permitted Holder, after

the Original Issue Date, to the extent that a Permitted Holder or a company controlled by a Permitted Holder

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concurrently with such public offering or private placement purchases in cash an equal amount of Common

Stock from the Company at the same price as the public offering or private placing price; provided that any

offering or placing referred to in (A) clause (i), (B) clause (ii), or (C) a combination of clauses (i) and (ii) result

in the aggregate gross cash proceeds received by the Company being no less than RMB$150.0 million (or the

RMB Equivalent thereof).

“Entrusted Loans” means borrowings by a PRC Restricted Subsidiary from a bank that are secured by a

pledge of deposits made by another PRC Restricted Subsidiary to the lending banks as security for such

borrowings, provided that such borrowings are not reflected on the consolidated balance sheet of the Company.

“Euroclear” means Euroclear Bank SA/NV.

Exempted Subsidiary” means any Restricted Subsidiary organized in any jurisdiction other than the PRC

that is prohibited by applicable law or regulation to provide a Subsidiary Guarantee or a JV Subsidiary

Guarantee; provided that (x) the Company shall have failed, upon using commercially reasonable efforts, to

obtain any required governmental or regulatory approval or registration with respect to such Subsidiary

Guarantee or JV Subsidiary Guarantee, to the extent that such approval or registration is available under any

applicable law or regulation and (y) such Restricted Subsidiary shall cease to be an Exempted Subsidiary

immediately upon such prohibition ceasing to be in force or apply to such Restricted Subsidiary or upon the

Company having obtained such applicable approval or registration.

“Fair Market Value” means the price that would be paid in an arm’s-length transaction between an

informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion

to buy, as determined in good faith by the Board of Directors, whose determination shall be conclusive if

evidenced by a Board Resolution, except in the case of a determination of Fair Market Value of total assets for

the purposes of determining a JV Entitlement Amount, in which case such price shall be determined by an

accounting, appraisal or investment banking firm of international standing appointed by the Company.

“Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A., and its successors.

“Fixed Charge Coverage Ratio” means, on any Transaction Date, the ratio of (1) the aggregate amount of

Consolidated EBITDA for the then most recent four fiscal quarter periods prior to such Transaction Date for

which consolidated financial statements of the Company (which the Company shall use its best efforts to

compile in a timely manner) are available (which may be internal consolidated financial statements) (the “Four

Quarter Period”) to (2) the aggregate Consolidated Fixed Charges during such Four Quarter Period. In making

the foregoing calculation:

(a) pro forma effect shall be given to any Indebtedness, Disqualified Stock or Preferred Stock

Incurred, repaid or redeemed during the period (the “Reference Period”) commencing on and

including the first day of the Four Quarter Period and ending on and including the Transaction

Date (other than Indebtedness Incurred or repaid under a revolving credit or similar

arrangement (or under any predecessor revolving credit or similar arrangement) in effect on the

last day of such Four Quarter Period), in each case as if such Indebtedness, Disqualified Stock

or Preferred Stock had been Incurred, repaid or redeemed on the first day of such Reference

Period; provided that, in the event of any such repayment or redemption, Consolidated

EBITDA for such period shall be calculated as if the Company or such Restricted Subsidiary

had not earned any interest income actually earned during such period in respect of the funds

used to repay or redeem such Indebtedness, Disqualified Stock or Preferred Stock;

(b) Consolidated Interest Expense attributable to interest on any Indebtedness (whether existing or

being Incurred) computed on a pro forma basis and bearing a floating interest rate shall be

computed as if the rate in effect on the Transaction Date (taking into account any Interest Rate

Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining

term in excess of 12 months or, if shorter, at least equal to the remaining term of such

Indebtedness) had been the applicable rate for the entire period;

(c) pro forma effect shall be given to the creation, designation or redesignation of Restricted

Subsidiaries and Unrestricted Subsidiaries as if such creation, designation or redesignation had

occurred on the first day of such Reference Period;

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(d) pro forma effect shall be given to Asset Dispositions and Asset Acquisitions (including giving

pro forma effect to the application of proceeds of any Asset Disposition) that occur during such

Reference Period as if they had occurred and such proceeds had been applied on the first day of

such Reference Period; and

(e) pro forma effect shall be given to asset dispositions and asset acquisitions (including giving pro

forma effect to the application of proceeds of any asset disposition) that have been made by

any Person that has become a Restricted Subsidiary or has been merged with or into the

Company or any Restricted Subsidiary during such Reference Period and that would have

constituted Asset Dispositions or Asset Acquisitions had such transactions occurred when such

Person was a Restricted Subsidiary as if such asset dispositions or asset acquisitions were

Asset Dispositions or Asset Acquisitions that occurred on the first day of such Reference

Period;

provided that to the extent that clause (d) or (e) of this paragraph requires that pro forma effect be given

to an Asset Acquisition or Asset Disposition (or asset acquisition or asset disposition), such pro forma

calculation shall be based upon the two full fiscal semi-annual periods immediately preceding the Transaction

Date of the Person, or division or line of business of the Person, that is acquired or disposed for which financial

information is available.

“GAAP” means International Financial Reporting Standards, formulated by the International Accounting

Standards Board, as in effect from time to time. All ratios and computations contained or referred to in the

Indenture shall be computed in conformity with GAAP applied on a consistent basis.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly

guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the

foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or

advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other

Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets,

goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (2)

entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of

the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that

the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

The term “Guarantee” used as a verb has a corresponding meaning.

“Hedging Obligation” of any Person means the obligations of such Person pursuant to any Commodity

Hedging Agreement, Currency Agreement or Interest Rate Agreement.

“Holder” means the Person in whose name a Note is registered in the Note register.

“Incur” means, with respect to any Indebtedness or Capital Stock, to incur, create, issue, assume,

Guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of,

contingently or otherwise, such Indebtedness or Capital Stock; provided that (1) any Indebtedness and Capital

Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (or fails to meet the

qualifications necessary to remain an Unrestricted Subsidiary) will be deemed to be Incurred by such Restricted

Subsidiary at the time it becomes a Restricted Subsidiary and (2) the accretion of

original issue discount shall not be considered an Incurrence of Indebtedness. The terms “Incurrence,”

“Incurred” and “Incurring” have meanings correlative with the foregoing.

“Indebtedness” means, with respect to any Person at any date of determination (without duplication):

all indebtedness of such Person for borrowed money;

(2) all obligations of such Person evidenced by bonds, debentures, notes or other similar

instruments;

(3) all obligations of such Person in respect of letters of credit, bankers’ acceptances or other

similar instruments;

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(4) all obligations of such Person to pay the deferred and unpaid purchase price of proper ty or

services, except Trade Payables;

(5) all Capitalized Lease Obligations and Attributable Indebtedness;

(6) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not

such Indebtedness is assumed by such Person; provided that the amount of such Indebtedness

shall be the lesser of (a) the Fair Market Value of such asset at such date of determination and

(b) the amount of such Indebtedness;

(7) all Indebtedness of other Persons Guaranteed by such Person to the extent such Indebtedness is

Guaranteed by such Person;

(8) to the extent not otherwise included in this definition, Hedging Obligations; and

(9) all Disqualified Stock issued by such Person valued at the greater of its voluntary or

involuntary liquidation preference and its maximum fixed repurchase price plus accrued

dividends.

Notwithstanding the foregoing, Indebtedness shall not include any capital commitments, deferred

payment obligation, pre-sale receipts in advance from customers or similar obligations Incurred in the ordinary

course of business in connection with the acquisition, development, construction or improvement of real or

personal property (including land use rights) to be used in a Permitted Business, or Entrusted Loans; provided

that such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary as

borrowings or indebtedness (contingent obligations and commitments referred to in a footnote to financial

statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance

sheet).

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all

unconditional obligations as described above and, with respect to contingent obligations, the maximum liability

upon the occurrence of the contingency giving rise to the obligation; provided

(1) that the amount outstanding at any time of any Indebtedness issued with original issue discount

is the face amount of such Indebtedness less the remaining unamortized portion of the original

issue discount of such Indebtedness at such time as determined in conformity with GAAP,

(2) that money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to

prefund the payment of the interest on such Indebtedness shall not be deemed to be

“Indebtedness” so long as such money is held to secure the payment of such interest, and

(3) that the amount of Indebtedness with respect to any Hedging Obligation shall be: (i) zero if

Incurred pursuant to paragraph (2)(f) under the “Limitation on Indebtedness and Preferred

Stock” covenant, and (ii) equal to the net amount payable if such Hedging Obligation

terminated at that time due to default by such Person if not Incurred pursuant to such

paragraph.

“Independent Third Party” means any Person that is not an Affiliate of the Company or any of its

Subsidiaries.

“Initial Offshore Non-Guarantors” shall mean Success Seeker Limited, Golden Wheel Jumbo Company

Limited, Golden Wheel Bright Jade Company Limited, Winner Year Limited, Golden Wheel Treasure Company

Limited and Golden Wheel Trinity Company Limited.

“Intercreditor Agreement” has the meaning set forth under “— Security.”

“Interest Rate Agreement” means any interest rate protection agreement, interest rate future agreement,

interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar

agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement

designed to protect against fluctuations in interest rates.

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“Investment” means:

(1) any direct or indirect advance, loan or other extension of credit to another Person;

(2) any capital contribution to another Person (by means of any transfer of cash or other property

to others or any payment for property or services for the account or use of others);

(3) any purchase or acquisition of Capital Stock, Indebtedness, bonds, notes, debentures or other

similar instruments or securities issued by another Person; or

(4) any Guarantee of any obligation of another Person.

For the purposes of the provisions of the “Designation of Restricted and Unrestricted Subsidiaries” and

“Limitation on Restricted Payments” covenants: (1) the Company will be deemed to have made an Investment in

an Unrestricted Subsidiary in an amount equal to the Company’s direct or indirect proportionate interest in the

Fair Market Value of the assets (net of liabilities owed to any Person other than the Company or a Restricted

Subsidiary and that are not Guaranteed by the Company or a Restricted Subsidiary) of a Restricted Subsidiary

that is designated an Unrestricted Subsidiary at the time of such designation, and (2) any property transferred to

or from any Person shall be valued at its Fair Market Value at the time of such transfer, as determined in good

faith by the Board of Directors.

“Investment Grade” means a rating of “AAA,” “AA,” “A” or “BBB,” as modified by a “+”or “-”

indication, or an equivalent rating representing one of the four highest rating categories, by S&P or any of its

successors or assigns; a rating of “Aaa,” or “Aa,” “A” or “Baa,” as modified by a “1,” “2”or “3” indication, or an

equivalent rating representing one of the four highest rating categories, by Moody’s; a rating of “AAA,” “AA,”

“A,” “BBB,” as modified by a “+”or “-”indication, or an equivalent rating representing one of the four highest

rating categories, by Fitch or any of its successors or assigns; a rating of “AAA,” “AA,” “A,” “BBB,” as

modified by a “+” or “–” indication, or an equivalent rating representing one of the four highest rating

categories, by Lianhe Global or any of its successor or assigns; or the equivalent ratings of any internationally

recognized rating agency or agencies, as the case may be, which shall have been designated by the Company as

having been substituted for S&P, Moody’s, Fitch, Lianhe Global, some or all of them, as the case may be.

“Investment Property” means any property that is owned and held by any Restricted Subsidiary

incorporated under the laws of the PRC for long-term rental yields or for capital appreciation or both.

“JV Entitlement Amount” means, with respect to any JV Subsidiary Guarantor and its Subsidiaries an

amount that is equal to the product of (i) the Fair Market Value of the total assets of such JV Subsidiary

Guarantor and its Subsidiaries, on a consolidated basis (without deducting any Indebtedness or other liabilities of

such JV Subsidiary Guarantor and its subsidiaries) as of the date of the last fiscal year end of the Company; and

(ii) a percentage equal to the direct equity ownership percentage of the Company and/or its Restricted

Subsidiaries in the Capital Stock of such JV Subsidiary Guarantor and its Subsidiaries.

“JV Subsidiary Guarantee” has the meaning set forth under the caption “— The Subsidiary Guarantees

and JV Subsidiary Guarantees.”

“JV Subsidiary Guarantor” means a Restricted Subsidiary that executes a JV Subsidiary Guarantee.

“Lianhe Global” means Lianhe Ratings Global Limited and its successors.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including,

without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any

agreement to create any mortgage, pledge, security interest, lien, charge, easement or encumbrance of any kind).

“Listing Rules” means the Rules Governing the Listing of Securities on The Stock Exchange of Hong

Kong Limited.

“Measurement Date” means April 25, 2013.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

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“Net Cash Proceeds” means:

(1) with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash or cash

equivalents, including payments in respect of deferred payment obligations (to the extent

corresponding to the principal, but not interest, component thereof) when received in the form

of cash or cash equivalents and proceeds from the conversion of other property received when

converted to cash or cash equivalents net of:

(a) brokerage commissions and other fees and expenses (including fees and expenses of

counsel and investment bankers) related to such Asset Sale;

(b) provisions for all taxes (whether or not such taxes will actually be paid or are payable)

as a result of such Asset Sale without regard to the consolidated results of operations of

the Company and its Restricted Subsidiaries, taken as a whole;

(c) payments made to repay Indebtedness or any other obligation outstanding at the time of

such Asset Sale that either (x) is secured by a Lien on the property or assets sold or (y)

is required to be paid as a result of such sale;

(d) appropriate amounts to be provided by the Company or any Restricted Subsidiary as a

reserve against any liabilities associated with such Asset Sale, including, without

limitation, pension and other post-employment benefit liabilities, liabilities related to

environmental matters and liabilities under any indemnification obligations associated

with such Asset Sale, all as determined in conformity with GAAP; and

(2) with respect to any issuance or sale of Capital Stock or securities convertible or exchangeable

into Capital Stock, the proceeds of such issuance or sale in the form of cash or cash

equivalents, including payments in respect of deferred payment obligations (to the extent

corresponding to the principal, but not interest, component thereof) when received in the form

of cash or cash equivalents and proceeds from the conversion of other property received when

converted to cash or cash equivalents, net of attorneys’ fees, accountants’ fees, underwriters’ or

placement agents’ fees, discounts or commissions and brokerage, consultant and other fees

incurred in connection with such issuance or sale and net of taxes paid or payable as a result

thereof.

“Non-Guaranteed Portion” means, at any time of determination:

(1) with respect to all of the JV Subsidiary Guarantors then existing and their respective Restricted

Subsidiaries, the aggregate value (without duplication) of the equity interests held by each

Independent Third Party in any JV Subsidiary Guarantor as determined by multiplying (x) the

consolidated total assets as shown on the balance sheet of the relevant JV Subsidiary Guarantor for

its most recently ended semi-annual period (or, in the case of the JV Subsidiary Guarantor

executing such JV Subsidiary Guarantee and any other Restricted Subsidiary of the Company that

became a JV Subsidiary Guarantor after the end of the most recently ended semi-annual period, as

shown on the balance sheet of such JV Subsidiary Guarantor, after giving pro forma effect to

either the sale or issuance of Capital Stock to the relevant Independent Third Parties or the other

transactions following which it became a JV Subsidiary Guarantor (as applicable)) by (y) the

proportionate ownership of all Capital Stock held by such Independent Third Party in such JV

Subsidiary Guarantor, provided that (A) assets attributable to any Unrestricted Subsidiary of such

JV Subsidiary Guarantor and (B) assets which would be eliminated from the calculation of Total

Assets of the Company as of the end of the relevant semi-annual period shall be excluded from the

calculation of total assets in clause (x) above; and

(2) the total consolidated assets of all Offshore Non-Guarantor Subsidiaries as shown on the balance

sheet of such Offshore Non-Guarantor Subsidiaries for the most recently ended full fiscal quarter

for which financial statements (which the Company shall use its best efforts to compile in a timely

manner) are available (which may be internal consolidated financial statements of the Offshore

Non-Guarantor Subsidiaries); provided that, when calculating the Non-Guaranteed Portion, pro

forma effect shall be given to (i) any designation of an Offshore Restricted Subsidiary as an

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Offshore Non-Guarantor Subsidiary (or any designation of an Offshore Non-Guarantor Subsidiary

as a Subsidiary Guarantor or JV Subsidiary Guarantor) giving rise to the calculation of the Non-

Guaranteed Portion and (ii) any other Offshore Restricted Subsidiary that was designated an

Offshore Non-Guarantor Subsidiary (or Offshore Non-Guarantor Subsidiary that was designated

as a Subsidiary Guarantor or JV Subsidiary Guarantor) after the end of such fiscal quarter.

“Non-Guarantor Subsidiaries” means, collectively, the PRC Non-Guarantor Subsidiaries, the Exempted

Subsidiaries and the Offshore Non-Guarantor Subsidiaries.

“Offer to Purchase” means an offer to purchase Notes by the Company from the Holders commenced by

the Company mailing a notice by first class mail, postage prepaid, to the Trustee, the Paying Agent and Transfer

Agent and each Holder at its last address appearing in the Note register stating:

(1) the provision of the Indenture pursuant to which the offer is being made and that all Notes

validly tendered will be accepted for payment on a pro rata basis;

(2) the purchase price and the date of purchase (which shall be a Business Day no earlier than 30

days nor later than 60 days from the date such notice is mailed) (the “Offer to Purchase

Payment Date”);

(3) that any Note not tendered will continue to accrue interest pursuant to its terms;

(4) that, unless the Company defaults in the payment of the purchase price, any Note accepted for

payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Offer

to Purchase Payment Date;

(5) that Holders electing to have a Note purchased pursuant to the Offer to Purchase will be

required to surrender the Note, together with the form entitled “Option of the Holder to Elect

Purchase” on the reverse side of the Note completed, to the Paying Agent and Transfe r Agent

at the address specified in the notice prior to the close of business on the Business Day

immediately preceding the Offer to Purchase Payment Date;

(6) that Holders will be entitled to withdraw their election if the Paying Agent and Transfer Agent

receive, not later than the close of business on the third Business Day immediately preceding

the Offer to Purchase Payment Date, a facsimile transmission or letter setting forth the name of

such Holder, the principal amount of Notes delivered for purchase and a statement that such

Holder is withdrawing his election to have such Notes purchased; and

(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in

principal amount to the unpurchased portion of the Notes surrendered; provided that each Note

purchased and each new Note issued shall be in a principal amount of US$200,000 and integral

multiples of US$1,000 in excess thereof.

“Officer” means one of the executive officers of the Company or, in the case of a Subsidiary Guarantor or

JV Subsidiary Guarantor, one of the directors or officers of such Subsidiary Guarantor or JV Subsidiary

Guarantor, as the case may be.

“Officers’ Certificate” means a certificate signed by two Officers; provided that, with respect to the

Officers’ Certificate required to be delivered by any entity where there is only one director in such entity at the

time such Officers’ Certificate is required to be delivered, Officers’ Certificate means a certificate signed by

such director and a senior officer.

“Offshore Non-Guarantor Subsidiary” means any Offshore Restricted Subsidiary of the Company that

does not provide a Subsidiary Guarantee or a JV Subsidiary Guarantee and that is designated by the Board of

Directors as an Offshore Non-Guarantor Subsidiary in accordance with the provisions of the Indenture.

“Offshore Restricted Subsidiary” means any Restricted Subsidiary (other than an Exempted Subsidiary)

of the Company that is incorporated in any jurisdiction other than the PRC.

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“Opinion of Counsel” means a written opinion from legal counsel in form and substance that is

reasonably acceptable to the Trustee and the Global Security Agent, as applicable.

“Original Issue Date” means July 9, 2020.

“Pari Passu Subsidiary Guarantee” means a guarantee by any Subsidiary Guarantor or any JV Subsidiary

Guarantor of Indebtedness of the Company (including Notes); provided that (1) the Company was permitted to

Incur such Indebtedness under the covenant under the caption “— Limitation on Indebtedness and Preferred

Stock” and (2) such guarantee ranks pari passu with any outstanding Subsidiary Guarantee of such Subsidiary

Guarantor or with any outstanding JV Subsidiary Guarantee of such JV Subsidiary Guarantor, as the case may

be.

“Payment Default” means (1) any default in the payment of interest on any Note when the same becomes

due and payable, (2) any default in the payment of principal of (or premium, if any, on) the Notes when the same

becomes due and payable at maturity, upon acceleration, redemption or otherwise, the failure by the Company to

make or consummate a Change of Control Offer in the manner described under the caption “— Repurchase of

Notes upon a Change of Control Triggering Event,” or an Offer to Purchase in the manner described under the

caption “— Limitation on Asset Sales” or (4) any Event of Default specified in clause (5) of the definition of

Events of Default.

“Permitted Business” means any business which is the same as or related, ancillary or complementary to

any of the businesses of the Company and its Restricted Subsidiaries (as described in this Information

memorandum) on the Original Issue Date; including, without limitation real estate acquisition, development,

leasing and management, commercial property acquisition, development, operation and management, and the

acquisition, development, management and operation of shopping mall facilities and other infrastructure, in each

case associated with real estate projects acquired, developed or managed, or intended in good faith to be

acquired, developed or managed, by the Company or any Restricted Subsidiary.

“Permitted Dividends” means (1) the dividends by the Company for the fiscal year of 2016 in an

aggregate amount not to exceed RMB60.0 million (or the RMB Equivalent thereof); and (2) the dividends by the

Company in an aggregate amount not to exceed RMB50.0 million (or the RMB Equivalent thereof) in any single

fiscal year starting in fiscal year 2017.

“Permitted Holders” means any or all of the following:

(1) the Wong Family, which founded the Group and overseas the overall strategy and business

operations of the Group, consisting of Mr. Wong Yam Yin（王欽賢）, Mr. Wong Kam Fai（

王錦輝）, Mr. Wong Kam Keung, Barry（王錦強）and Ms. Hung So Ling（洪素玲）;

(2) the estate and any spouse or immediate family member of the Person specified in clause (1) or

the legal representatives of any of the foregoing;

(3) any Affiliate (other than an Affiliate as defined in clause (2) or (3) of the definition of

Affiliate) of the Persons specified in clause (1) or (2); and

(4) any Person both the Capital Stock and the Voting Stock of which (or in the case of a trust, the

beneficial interests in which) are owned 100% by Persons specified in clauses (1), (2) and (3).

“Permitted Investment” means:

(1) any Investment in the Company or a Restricted Subsidiary that is primarily engaged in a

Permitted Business or a Person which will, upon the making of such Investment, become a

Restricted Subsidiary that is primarily engaged in a Permitted Business or be merged or

consolidated with or into or transfer or convey all or substantially all its assets to, the Company

or a Restricted Subsidiary that is primarily engaged in a Permitted Business;

(2) Temporary Cash Investments;

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(3) payroll, travel and similar advances to cover matters that are expected at the time of such

advances ultimately to be treated as expenses in accordance with GAAP;

(4) stock, obligations or securities received in satisfaction of judgments;

(5) an Investment in an Unrestricted Subsidiary consisting solely of an Investment in another

Unrestricted Subsidiary;

(6) any Investment pursuant to a Hedging Obligation entered into in the ordinary course of

business (and not for speculation) and designed solely to protect the Company or any

Restricted Subsidiary against fluctuations in commodity prices, interest rates or foreign

currency exchange rates;

(7) receivables owing to the Company or any Restricted Subsidiary, if created or acquired in the

ordinary course of business and payable or dischargeable in accordance with customary trade

terms;

(8) Investments made by the Company or any Restricted Subsidiary consisting of consideration

received in connection with an Asset Sale made in compliance with the covenant under the

caption “— Limitation on Asset Sales;”

(9) pledges or deposits (x) with respect to leases or utilities provided to third part ies in the

ordinary course of business or (y) otherwise described in the definition of “Permitted Liens” or

made in connection with Liens permitted under the covenant described under “— Limitation on

Liens;”

(10) any Investment pursuant to Pre-Registration Mortgage Guarantees or Contractor Guarantees by

the Company or any Restricted Subsidiary otherwise permitted to be Incurred under the

Indenture;

(11) Investments in securities of trade creditors, trade debtors or customers received pursuant to any

plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade

creditor, trade debtor or customer;

(12) advances to contractors and suppliers for the acquisition of assets or consumables or services in

the ordinary course of business that are recorded as deposits or prepaid expenses on the

Company’s consolidated balance sheet;

(13) deposits of pre-sale proceeds made in order to secure the completion and delivery of pre-sold

properties and issuance of the related land use title in the ordinary course of business;

(14) deposits made in order to comply with statutory or regulatory obligations to maintain deposits

for workers compensation claims and other purposes specified by statute or regulation from

time to time in the ordinary course of business;

(15) deposits made in order to secure the performance of the Company or any of its Restricted

Subsidiaries and prepayments made in connection with the acquisition of real property or land

use rights by the Company or any of its Restricted Subsidiaries, in each case in the ordinary

course of business; and

(16) any Investment by the Company or any Restricted Subsidiary in any corporation, association,

or other business entity primarily engaged in a Permitted Business, (i) of which 10% or more

of the Capital Stock and the Voting Stock is owned, directly or indirectly, by the Company or

any Restricted Subsidiary and (ii) which is (a) treated as an “associate” or a “jointly controlled

entity” in accordance with GAAP (such corporation, association or other business entity, an

“Associate”) or (b) is an Unrestricted Subsidiary; provided that:

(a) none of the other holders of Capital Stock of such Associate or Unrestricted Subsidiary

is a Person described in clause (x) or (y) of the first paragraph of the covenant described

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under the caption “— Limitation on Transactions with Shareholders and Affiliates”

(other than by reason of such holder being an officer or director of the Company or a

Restricted Subsidiary);

(b) [Reserved]

(c) no Default has occurred and is continuing or would occur as a result of such Investment;

(d) such Investment, together with (x) the aggregate of all other Investments made under

this clause (16) since the Measurement Date, less (y) an amount equal to the net

reduction in all Investments made under this clause (16) since the Measurement Date

resulting from (A) receipt of payments in cash by the Company or any Restricted

Subsidiary in respect of all such Investments, including interest on or repayments of

loans or advances, dividends or other distributions (except, in each case, to the extent

any such payments are included in the calculation of Consolidated Net Income), (B) the

unconditional release of a Guarantee of any obligation of such Associate or Unrestricted

Subsidiary provided under this clause (16) after the Measurement Date by the Company

or any Restricted Subsidiary, (C) to the extent that an Investment made after the

Measurement Date under this clause (16) is sold or otherwise liquidated or repaid for

cash, the lesser of (i) cash return of capital with respect to such Investment (less the cost

of disposition, if any) and (ii) the initial amount of such Investment, or (D) such

Associate or Unrestricted Subsidiary becoming a Restricted Subsidiary (whereupon all

Investments (other than Permitted Investments) made by the Company or any Restricted

Subsidiary in such Associate or Unrestricted Subsidiary since the Measurement Date

shall be deemed to have been made pursuant to clause (1) of this “Permitted Investment”

definition), not to exceed, in each case, the amount of Investments (other than Permitted

investments) made by the Company or any Restricted Subsidiary after the Measurement

Date in any such Person pursuant to this clause (16), will not exceed an aggregate

amount equal to 25% of Total Assets;

(e) with respect to such Associate or Unrestricted Subsidiary in which the Company or any

Restricted Subsidiary has made an Investment pursuant to this clause (16), if (x) the

Company or such Restricted Subsidiary no longer owns at least 10% of the Capital

Stock and the Voting Stock of such Associate or Unrestricted Subsidiary or such

Associate is no longer treated as an “associate” or a “jointly controlled entity” in

accordance with GAAP and (y) such Associate or Unrestricted Subsidiary has not

become a Restricted Subsidiary, such Investment (to the extent such Investment has not

been reduced in accordance with paragraph (d) of this clause (16)) will be deemed not to

have been made in accordance with this clause (16) and such Investment must at the

time such Associate or Unrestricted Subsidiary is no longer treated as an Associate or

Unrestricted Subsidiary satisfy the other requirements of the covenant described under

“— Limitation on Restricted Payments” (including meeting the requirements of one of

the other clauses set forth under this “Permitted Investment” definition); and

(f) if a Restricted Subsidiary is redesignated an Unrestricted Subsidiary, any Investment

made by such Restricted Subsidiary pursuant to this clause (16), to the extent such

Investment has not been reduced in accordance with paragraph (d) of this clause (16),

will be deemed not to have been made in accordance with this clause (16) and such

Investment must at the time such Restricted Subsidiary is redesignated an Unrestricted

Subsidiary satisfy the other requirements of the covenant described under “—

Limitation on Restricted Payments” (including meeting the requirements of any other

clauses of this “Permitted Investment” definition).

“Permitted Liens” means:

(1) Liens for taxes, assessments, governmental charges or claims that are being contested in good

faith by appropriate legal or administrative proceedings promptly instituted and diligently

conducted and for which a reserve or other appropriate provision, if any, as shall be required in

conformity with GAAP shall have been made;

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(2) statutory and common law Liens of landlords and carriers, warehousemen, mechanics,

suppliers, repairmen or other similar Liens arising in the ordinary course of business and with

respect to amounts not yet delinquent or being contested in good faith by appropriate legal or

administrative proceedings promptly instituted and diligently conducted and for which a

reserve or other appropriate provision, if any, as shall be required in conformity with GAAP

shall have been made;

(3) Liens incurred or deposits made, in each case in the ordinary course of business, to secure the

performance of tenders, bids, leases, statutory or regulatory obligations, bankers’ acceptances,

surety and appeal bonds, government contracts, performance, and return-of-money bonds and

other obligations of a similar nature incurred in the ordinary course of business (exclusive of

obligations for the payment of borrowed money);

(4) leases or subleases granted to others that do not materially interfere with the ordinary course of

business of the Company and its Restricted Subsidiaries, taken as a whole;

(5) Liens encumbering property or assets under construction arising from progress or par tial

payments by a customer of the Company or its Restricted Subsidiaries relating to such property

or assets;

(6) Liens on property of, or on shares of Capital Stock or Indebtedness of, any Person existing at

the time such Person becomes, or becomes a part of, any Restricted Subsidiary; provided that

such Liens do not extend to or cover any property or assets of the Company or any Restricted

Subsidiary other than the property or assets acquired; provided further that such Liens were not

created in contemplation of or in connection with the transactions or series of transactions

pursuant to which such Person became a Restricted Subsidiary;

(7) Liens in favor of the Company or any Restricted Subsidiary;

(8) Liens arising from the rendering of a final judgment or order against the Company or any

Restricted Subsidiary that does not give rise to an Event of Default;

(9) Liens securing reimbursement obligations with respect to letters of credit that encumber

documents and other property relating to such letters of credit and the products and proceeds

thereof;

(10) Liens encumbering customary initial deposits and margin deposits, and other Liens that are

within the general parameters customary in the industry and incurred in the ordinary course of

business, in each case, securing Indebtedness under Hedging Obligations permitted by clause

(f) of the second paragraph of the covenant under the caption “— Limitation on Indebtedness

and Preferred Stock”;

(11) Liens existing on the Original Issue Date;

(12) Liens securing Indebtedness which is Incurred to refinance secured Indebtedness which is

permitted to be Incurred under clause (e) of the second paragraph of the covenant described

under the caption entitled “— Limitation on Indebtedness and Preferred Stock;” provided that

such Liens do not extend to or cover any property or assets of the Company or any Restricted

Subsidiary other than the property or assets securing the Indebtedness being refinanced;

(13) Liens under the Security Documents;

(14) Liens on the Collateral securing any Permitted Pari Passu Secured Indebtedness that complies

with each of the requirements set forth under “— Security — Permitted Pari Passu Secured

Indebtedness”;

(15) any interest or title of a lessor in the property subject to any operating lease;

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(16) Liens securing Indebtedness of the Company or any Restricted Subsidiary under any Pre-

Registration Mortgage Guarantee which is permitted to be Incurred under clause (g) of the

second paragraph of the covenant under the caption “— Limitation on Indebtedness and

Preferred Stock”;

(17) easements, rights-of-way, municipal and zoning ordinances or other restrictions as to the use of

properties in favor of governmental agencies or utility companies that do not materially

adversely affect the value of such properties or materially impair the use for the purposes of

which such properties are held by the Company or any Restricted Subsidiary;

(18) Liens (including extensions and renewals thereof) upon real or personal property acquired after

the Original Issue Date; provided that (a) such Lien is created solely for the purpose of

securing Indebtedness of the type described under clause (2)(h) of the covenant under the

caption entitled “— Limitation on Indebtedness and Preferred Stock” and such Lien is created

prior to, at the time of or within 180 days after the later of the acquisition or the completion of

development, construction or improvement of such property, (b) the principal amount of the

Indebtedness secured by such Lien does not exceed 100% of the cost of such property,

development, construction or improvement and (c) such Lien shall not extend to or cover any

property or assets other than such item of property and any improvements on such item,

provided that, in the case of clauses (b) and (c), such Lien may cover other property or assets

(instead of or in addition to such item of property or improvements) and the principal amount

of Indebtedness secured by such Lien may exceed 100% of such cost if (x) such Lien is

incurred in the ordinary course of business and (y) the aggregate book value of property or

assets (as reflected in the most recent available consolidated financial statements of the

Company (which may be internal consolidated statements) or, if any such property or assets

have been acquired since the date of such financial statements, the cost of such property or

assets) subject to Liens incurred pursuant to this clause (18) does not exceed 130% of the

aggregate principal amount of Indebtedness secured by such Liens;

(19) Liens on deposits of pre-sale proceeds made in order to secure the completion and delivery of

pre-sold properties and issuance of the related land use title made in the ordinary course of

business and not securing Indebtedness of the Company or any Restricted Subsidiary;

(20) Liens on deposits made in order to comply with statutory obligations to maintain deposits for

workers compensation claims and other purposes specified by statute made in the ordinary

course of business and not securing Indebtedness of the Company or any Restricted Subsidi ary;

(21) Liens on deposits made in order to secure the performance of the Company or any of its

Restricted Subsidiaries in connection with the acquisition of real property or land use rights by

the Company or any of its Restricted Subsidiaries in the ordinary course of business and not

securing Indebtedness of the Company or any Restricted Subsidiary;

(22) Liens on Investment Properties securing Indebtedness of the Company or any Restricted

Subsidiary of the type described under clause (2)(p) of the covenant described under “—

Limitation on Indebtedness and Preferred Stock”;

(23) Liens on current assets securing Indebtedness which is permitted to be Incurred under clause

(2)(n) of the covenant described under “— Limitation on Indebtedness and Preferred Stock;”

(24) Liens Incurred on one or more bank accounts or other assets to secure Cross Border Secured

Indebtedness;

(25) Liens securing Indebtedness of Restricted Subsidiaries (other than Subsidiary Guarantors or JV

Subsidiary Guarantors) that in the aggregate do not exceed RMB30.0 million (or the RMB

Equivalent thereof) at any one time outstanding;

(26) Liens incurred or deposits made to secure Entrusted Loans;

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(27) Liens on the Capital Stock of a Restricted Subsidiary granted by the Company or any

Restricted Subsidiary in favor of any Trust Company Investor in respect of, and to secure, the

Indebtedness of the type described under clause (2)(r) of the covenant described under “—

Limitation on Indebtedness and Preferred Stock”;

(28) Liens on the Capital Stock of a Person that is to be acquired under the relevant Staged

Acquisition Agreement securing Indebtedness permitted to be Incurred under clause (2)(o) of

the covenant described under “— Limitation on Indebtedness and Preferred Stock” and

Liens on assets securing Indebtedness which is permitted to be Incurred under clause (2)(u) of

the covenant described under “— Limitation on Indebtedness and Preferred Stock”;

provided that, with respect to the Collateral, “Permitted Liens” shall only refer to the Liens described in

clauses (1), (13) and (14) of this definition.

“Permitted Pari Passu Secured Indebtedness” has the meaning set forth under “— Security — Permitted

Pari Passu Secured Indebtedness.”

“Permitted Subsidiary Indebtedness” means Indebtedness (other than Public Indebtedness) of, and all

Preferred Stock issued by, the Non-Guarantor Subsidiaries; provided that, on the date of the Incurrence of such

Indebtedness or Preferred Stock and after giving effect thereto and the application of the proceeds thereof, the

aggregate principal amount outstanding of all such Indebtedness and Preferred Stock (excluding the amount of

any Indebtedness of any Non-Guarantor Subsidiary permitted under clauses 2(a), (b), (d), (f) and (g) of the

covenant described under “— Certain Covenants — Limitation on Indebtedness and Preferred Stock”) does not

exceed an amount equal to 15% of the Total Assets.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, trust,

unincorporated organization or government or any agency or political subdivision thereof.

“PRC” means the People’s Republic of China, excluding Hong Kong Special Administrative Region, the

Macau Special Administrative Region and Taiwan.

“PRC CJV” means any future Subsidiary that is a Sino-foreign cooperative joint venture enterprise with

limited liability, established in the PRC pursuant to the Law of the People’s Republic of China on Sino-foreign

Cooperative Joint Ventures adopted on April 13, 1988 (as most recently revised on November 4, 2017 and

effective November 5, 2017) and the Detailed Rules for the Implementation of the Law of the People’s Republic

of China on Sino-foreign Cooperative Joint Ventures promulgated on September 4, 1995 (as most recently

amended on November 17, 2017 by the Decision of the State Council on Abolishing and Amending Some

Administrative Regulations), as such laws may be amended.

“PRC CJV Partner” means with respect to a PRC CJV, the other party to the joint venture agreement

relating to such PRC CJV with the Company or any Restricted Subsidiary.

“PRC Restricted Subsidiary” means a Restricted Subsidiary organized under the laws of the PRC.

“Pre-Registration Mortgage Guarantee” means any Indebtedness of the Company or any Restricted

Subsidiary consisting of a guarantee in favor of any bank or other similar financial institutions in the ordinary

course of business of secured loans of purchasers of individual units of properties from the Company or any

Restricted Subsidiary; provided that, any such guarantee shall be released in full on or before the perfection of a

security interest in such properties under applicable law in favor of the relevant lender.

“Preferred Stock” as applied to the Capital Stock of any Person means Capital Stock of any class or

classes that by its term is preferred as to the payment of dividends, or as to the distribution of assets upon any

voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class

of such Person.

“Public Indebtedness” means any bonds, debentures, notes or similar debt securities issued in a public

offering or a private placement (other than the Notes) to institutional investors.

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“Rating Agencies” means (1) S&P, (2) Moody’s, (3) Fitch, (4) Lianhe Global and (5) if S&P, Moody’s,

Fitch, Lianhe Global or some or all of them shall not make a rating of the Notes publicly available, a nationally

recognized securities rating agency or agencies, as the case may be, selected by the Company, which shall be

substituted for S&P, Moody’s, Fitch, Lianhe Global or some or all of them, as the case may be.

“Rating Category” means (1) with respect to S&P, Fitch and Lianhe Global, any of the following

categories: “BB,” “B,” “CCC,” “CC,” “C” and “D” (or equivalent successor categories); (2) with respect to

Moody’s, any of the following categories: “Ba,” “B,” “Caa,” “Ca,” “C” and “D” (or equivalent successor

categories); and (3) the equivalent of any such category of S&P, Moody’s, Fitch or Lianhe Global used by

another Rating Agency. In determining whether the rating of the Notes has decreased by one or more gradations,

gradations within Rating Categories (“+” and “-”for S&P, Fitch and Lianhe Global; “1”, “2” and “3”for

Moody’s; or the equivalent gradations for another Rating Agency) shall be taken into account (e.g., with respect

to S&P, a decline in a rating from “BB+” to “BB,” as well as from “B-”to “B+,” will constitute a decrease of one

gradation).

“Rating Date” means (1) in connection with a Change of Control Triggering Event, that date which is 90

days prior to the earlier of (x) a Change of Control and (y) a public notice of the occurrence of a Change of

Control or of the intention by the Company or any other Person or Persons to effect a Change of Control or (2) in

connection with actions contemplated under the caption “— Consolidation, Merger and Sale of Assets,” that date

which is 90 days prior to the earlier of (x) the occurrence of any such actions as set forth therein and (y) a public

notice of the occurrence of any such actions.

“Rating Decline” means (1) in connection with a Change of Control Triggering Event, the occurrence on,

or within six months after, the date, or public notice of the occurrence of, a Change of Control or the intention by

the Company or any other Person or Persons to effect a Change of Control (which period shall be extended so

long as the rating of the Notes, is under publicly announced consideration for possible downgrade by any of the

Rating Agencies) of any of the events listed below, or (2) in connection with actions contemplated under the

caption “— Consolidation, Merger and Sale of Assets,” the notification by any of the Rating Agencies that such

proposed actions will result in any of the events listed below:

(a) in the event the Notes are rated by all three of the Rating Agencies on the Rating Date as

Investment Grade, the rating of the Notes by any two of the three Rating Agencies shall be

below Investment Grade;

(b) in the event the Notes are rated by any two, but not all three, of the Rating Agencies on the

Rating Date as Investment Grade, the rating of the Notes by any of such two Rating Agency

shall be below Investment Grade;

(c) in the event the Notes are rated by one, and only one, of the three Rating Agencies on the

Rating Date as Investment Grade, the rating of the Notes by such Rating Agency shall be

below Investment Grade; or

(d) in the event the Notes are rated by three or less than three Rating Agencies and are rated below

Investment Grade by all such Rating Agencies on the Rating Date, the rating of the Notes by

any Rating Agency shall be decreased by one or more gradations (including gradations within

Rating Categories as well as between Rating Categories).

“Reference Treasury Dealer” means each of any three investment banks of recognized standing that is a

primary U.S. Government securities dealer in the City of New York, selected by the Company in good faith.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any

redemption date, the average as determined by an investment banking firm of recognized international standing,

of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its

principal amount, quoted in writing to such investment banking firm by such Reference Treasury Dealer at 5:00

p.m., New York City time, on the third Business Day immediately preceding such redemption date.

“Renminbi” or “RMB” means Renminbi, the lawful currency of the PRC.

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“Replacement Assets” means, on any date, property or assets (other than current assets) of a nature or

type or that are used in a Permitted Business.

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

“RMB Equivalent” means, with respect to any monetary amount in a currency other than RMB, at any

time for the determination thereof, the amount of RMB obtained by converting such foreign currency involved in

such computation into RMB at the base rate for the purchase of RMB with the applicable foreign currency as

quoted by People’s Bank of China on the date of determination.

“S&P” means S&P Global Ratings, a division of The McGraw-Hill Companies, and its successors.

“Sale and Leaseback Transaction” means any direct or indirect arrangement relating to property (whether

real, personal or mixed), now owned or hereafter acquired whereby the Company or any Restricted Subsidiary

transfers such property to another Person and the Company or any Restricted Subsidiary leases it from such

Person.

“Security Documents” means, collectively, the pledge agreements and any other agreements or

instruments that may evidence or create any security interest in favor of the Global Security Agent in any or all

of the Collateral.

“Senior Indebtedness” of the Company or a Restricted Subsidiary, as the case may be, means all

Indebtedness of the Company or the Restricted Subsidiary, as relevant, whether outstanding on the Original Issue

Date or thereafter created, except for Indebtedness which, in the instrument creating or evidencing the same, is

expressly stated to be subordinated in right of payment to (a) in respect of the Company, the Notes or, (b) in

respect of any Restricted Subsidiary that is a Subsidiary Guarantor, its Subsidiary Guarantee or, (c) in respect of

any Restricted Subsidiary that is a JV Subsidiary Guarantor, its JV Subsidiary Guarantee; provided that Senior

Indebtedness does not include (1) any obligation to the Company or any Restricted Subsidiary, (2) trade payables

or (3) Indebtedness Incurred in violation of the Indenture.

“Staged Acquisition Agreement” means an agreement between the Company or a Restricted Subsidiary

and an Independent Third Party (x) pursuant to which the Company or such Restricted Subsidiary agrees to

acquire 50% or more of the Capital Stock of a Person for a consideration that is not more than the appraised

value of such Capital Stock of such Person (as determined by an independent appraisal firm, accountancy firm or

investment bank of recognized international standing appointed by the Company) at the time the Company or

such Restricted Subsidiary enters into such agreement and as a result of entering into such agreement, such

Person becomes a Restricted Subsidiary and (y) which provides that the payment of the purchase price for such

Capital Stock is made in more than one installment over a period of time.

“Stated Maturity” means, (1) with respect to any Indebtedness, the date specified in such debt security as

the fixed date on which the final installment of principal of such Indebtedness is due and payable as set forth in

the documentation governing such Indebtedness and (2) with respect to any scheduled installment of principal of

or interest on any Indebtedness, the date specified as the fixed date on which such installment is due and payable

as set forth in the documentation governing such Indebtedness.

“Subordinated Indebtedness” means any Indebtedness of the Company, any Subsidiary Guarantor or any

JV Subsidiary Guarantor which is contractually subordinated or junior in right of payment to the Notes, any

Subsidiary Guarantee or any JV Subsidiary Guarantee, as applicable, pursuant to a written agreement to such

effect.

“Subordinated Shareholder Loan” means unsecured Indebtedness for borrowed money Incurred by the

Company or any Restricted Subsidiary from, but only for so long as such Indebtedness is owed to, any Permitted

Holder (other than the Company or any Restricted Subsidiary) as to which (a) the payment of principal of (and

premium, if any) and interest and other payment obligations in respect of such Indebtedness is, by its terms or by

the terms of any agreement or instrument pursuant to which such Indebtedness is issued or remains outstanding

and an agreement (the “Subordination Agreement”) to be entered into among the holders of such Indebtedness

(or trustees or agents therefor) and the Trustee, is expressly made subordinate to the prior payment in full of the

Notes or the Subsidiary Guarantees, as the case may be, to at least the following extent: (i) no payments of

principal of (or premium, if any) or interest on or otherwise due in respect of such Indebtedness may be

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permitted for so long as any Default exists; (ii) such Indebtedness may not (x) provide for payments of principal

of such Indebtedness at the Stated Maturity thereof or by way of a sinking fund applicable thereto or by way of

any mandatory redemption, defeasance, retirement or repurchase thereof by the Company or such Subsidiary

Guarantor (including any redemption, retirement or repurchase which is contingent upon events or

circumstances), in each case prior to the final Stated Maturity of the Notes or (y) permit redemption or other

retirement (including pursuant to an offer to purchase made by the Company or any Restricted Subsidiary) of

such other Indebtedness at the option of the holder thereof prior to the final Stated Maturity of the Notes, except

that to the extent such redemption or other retirement is permitted under the covenant described under the

caption “— Certain Covenants — Limitation on Restricted Payments” on the date of such redemption or other

retirement, (iii) the Subordination Agreement will prevent the holders of such Indebtedness (or trustees or agents

therefor) from pursuing remedies against the Company or any of the Restricted Subsidiaries or their respective

assets or properties in an insolvency proceeding or in respect of a default under such Indebtedness and (iv) the

Subordination Agreement will provide in the event that any payment is received by the holders of such

Indebtedness (or any trustee or agent therefor) in respect of such Indebtedness where such payment is prohibited

by one or more of the subordination provisions described in this definition, such payment shall be held in trust

for the benefit of, and shall be paid over or delivered to, the Trustee on behalf of the Holders of the Notes, and

(b) the terms thereof provide that interest (and premium, if any) thereon is paid solely in the form of pay-in-kind,

or PIK, payments constituting additional Subordinated Shareholder Loans.

“Subsidiary” means, with respect to any Person, any corporation, association or other business entity of

which more than 50% of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by

such Person and one or more other Subsidiaries of such Person.

“Subsidiary Guarantee” means any Guarantee of the obligations of the Company under the Indenture and

the Notes by any Subsidiary Guarantor.

“Subsidiary Guarantor” means any initial Subsidiary Guarantor named herein and any other Restricted

Subsidiary which guarantees the payment of the Notes pursuant to the Indenture and the Notes; provided that

Subsidiary Guarantor will not include (a) any Person whose Subsidiary Guarantee has been released in

accordance with the Indenture and the Notes or (b) JV Subsidiary Guarantor.

“Subsidiary Guarantor Pledgor” means any initial Subsidiary Guarantor Pledgor named herein and any

other Subsidiary Guarantor which pledges Collateral to secure the obligations of the Company under the Notes

and the Indenture and of such Subsidiary Guarantor under its Subsidiary Guarantee; provided that a Subsidiary

Guarantor Pledgor will not include any person whose pledge under the Security Documents has been released in

accordance with the Intercreditor Agreement, the Security Documents, the Indenture and the Notes.

“Temporary Cash Investment” means any of the following:

(1) direct obligations of the United States of America, any state of the European Economic Area,

the People’s Republic of China and Hong Kong or any agency of any of the foregoing or

obligations fully and unconditionally Guaranteed by the United States of America, any state of

the European Economic Area, the People’s Republic of China and Hong Kong or any agency

of any of the foregoing, in each case maturing within one year;

(2) time deposit accounts, certificates of deposit and money market deposits maturing within 180

days of the date of acquisition thereof issued by a bank or trust company which is organized

under the laws of the United States of America, any state of the European Economic Area, or

Hong Kong, and which bank or trust company has capital, surplus and undivided profits

aggregating in excess of US$100.0 million (or the RMB Equivalent thereof) and has

outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one

nationally recognized statistical rating organization (as defined in Rule 436 under the

Securities Act) or any money market fund sponsored by a registered broker dealer or mutual

fund distributor;

(3) repurchase obligations with a term of not more than 30 days for underlying securities of the

types described in clause (1) above entered into with a bank or trust company meeting the

qualifications described in clause (2) above;

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(4) commercial paper, maturing not more than 180 days after the date of acquisition thereof, issued

by a corporation (other than an Affiliate of the Company) organized and in existence under the

laws of the United States of America, any state thereof or any foreign country recognized by

the United States of America with a rating at the time as of which any investment therein is

made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P or

“F1” (or higher) according to Fitch;

(5) securities, maturing within one year of the date of acquisition thereof, issued or fully and

unconditionally Guaranteed by any state, commonwealth or territory of the United States of

America, or by any political subdivision or taxing authority thereof, and rated at least “A” by

S&P or Moody’s or Fitch;

(6) any money market fund that has at least 95% of its assets continuously invested in investments

of the types described in clauses (1) through (5) above; and

(7) time deposit accounts, certificates of deposit, overnight or call deposits and money market

deposits with (i) Bank of East Asia (China) Limited, Standard Chartered Bank (China)

Limited, Bank of China, Bank of Communications, Hongkong and Shanghai Banking

Corporation, Hang Seng Bank Limited and Xiamen International Bank, and (ii) any other bank

or trust company organized under the laws of the PRC or Hong Kong whose long-term debt is

rated by Moody’s or S&P as high or higher than any of those banks listed in clause (i) of this

paragraph or (iii) any other bank organized under the laws of the PRC; provided that, in the

case of clause (iii), such deposits do not exceed RMB45.0 million (or the RMB Equivalent

thereof) with any single bank or RMB90.0 million (or the RMB Equivalent thereof) in the

aggregate, at any date of determination thereafter.

“Total Assets” means, as of any date, the total consolidated assets of the Company and its Restricted

Subsidiaries measured in accordance with GAAP as of the last day of the most recent fiscal quarter for which

consolidated financial statements of the Company (which the Company shall use its best efforts to compile in a

timely manner) are available (which may be internal consolidated financial statements); provided that only with

respect to the “— Certain Covenants — Limitation on Indebtedness and Preferred Stock” covenant and the

definition of “Permitted Subsidiary Indebtedness,” Total Assets shall be calculated after giving pro forma effect

to include the cumulative value of all of the real or personal property or equipment the acquisition, development,

construction or improvement of which requires or required the Incurrence of Indebtedness and calculation of

Total Assets thereunder in each case as of such date, as measured by the purchase price or cost therefor or

budgeted cost provided in good faith by the Company or any of its Restricted Subsidiaries to the bank or other

similar financial institutional lender providing such Indebtedness, provided further that with respect to the

determination of the percentage of Total Assets represented by the Non-Guaranteed Portion in connection with

the issuance of any JV Subsidiary Guarantee, Total Assets shall give pro forma effect to either the sale or

issuance of Capital Stock to Independent Third Parties or the other transactions following which it became a JV

Subsidiary Guarantor (as applicable) relating to (i) the issuance of the JV Subsidiary Guarantee giving rise to the

calculation of Non-Guaranteed Portion and (ii) any other Restricted Subsidiary that became a JV Subsidiary

Guarantor after the end of the most recent fiscal quarter for which consolidated financial statements of the

Company are available.

“Trade Payables” means, with respect to any Person, any accounts payable or any other indebtedness or

monetary obligation to trade creditors created, assumed or Guaranteed by such Person or any of its Subsidiaries

arising in the ordinary course of business in connection with the acquisition of goods or services.

“Transaction Date” means, with respect to the Incurrence of any Indebtedness, the date such Indebtedness

is to be Incurred and, with respect to any Restricted Payment, the date such Restricted Payment is to be made.

“Trust Company Investor” means an Independent Third Party that is a financial institution, an insurance

company or a trust company, or an Affiliate thereof, that Invests in any Capital Stock of a Restricted Subsidiary.

“Unrestricted Subsidiary” means (1) any Subsidiary of the Company that at the time of determination

shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided in the

Indenture; and (2) any Subsidiary of an Unrestricted Subsidiary.

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“U.S. Government Obligations” means securities that are (1) direct obligations of the United States of

America for the payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or

supervised by and acting as an agency or instrumentality of the United States of America the payment of which

is unconditionally Guaranteed as a full faith and credit obligation by the United States of America, which, in

either case, are not callable or redeemable at the option of the Company thereof at any time prior to the Stated

Maturity of the Notes, and shall also include a depository receipt issued by a bank or trust company as custodian

with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any

such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt;

provided that (except as required by law) such custodian is not authorized to make any deduction from the

amount payable to the holder of such depository receipt from any amount received by the custodian in respect of

the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government

Obligation evidenced by such depository receipt.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having

the power to vote for the election of directors, managers or other voting members of the governing body of such

Person.

“Wholly Owned” means, with respect to any Subsidiary of any Person, the ownership of all of the

outstanding Capital Stock of such Subsidiary (other than any director’s qualifying shares or Investments by foreign

nationals mandated by applicable law) by such Person or one or more Wholly Owned Subsidiaries of such Person;

provided that Subsidiaries that are PRC CJVs shall not be considered Wholly Owned Subsidiaries.

203

TAXATION

The following summary of certain Cayman Islands, British Virgin Islands, Hong Kong and PRC tax

consequences of the purchase, ownership and disposition of Notes is based upon applicable laws, regulations,

rulings and decisions in effect as of the date of this information memorandum, all of which are subject to change

(possibly with retroactive effect). This discussion does not purport to be a comprehensive description of all the

tax considerations that may be relevant to a decision to purchase, own or dispose of the Notes and does not

purport to deal with consequences applicable to all categories of investors, some of which may be subject to

special rules. Persons considering the purchase of Notes should consult their own tax advisors concerning the tax

consequences of the purchase, ownership and disposition of Notes, including such possible consequences under

the laws of their country of citizenship, residence or domicile.

Cayman Islands

The following is a discussion on certain Cayman Islands income tax consequences of an investment in the

Notes. The discussion is a general summary of present law, which is subject to prospective and retroactive

change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not

consider tax consequences other than those arising under Cayman Islands law.

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income,

gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other

taxes likely to be material to the Company or non-resident investors in the Notes levied by the government of the

Cayman Islands save certain stamp duties which may be applicable, from time to time, on certain instruments

executed in or brought within the jurisdiction of the Cayman Islands. The Cayman Islands is a party to a double

tax treaty with the UK but otherwise is not a party to any double tax treaties.

No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies

except those which hold interests in land in the Cayman Islands. We do not hold, and do not intend to hold, any

interest in land in the Cayman Islands.

Pursuant to section 6 of the Tax Concessions Act (2011 Revision) of the Cayman Islands, the Company

has obtained an undertaking from the Governor-in-Cabinet:

(1) that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits,

income, gains or appreciation shall apply to the Company or its operations; and

(2) that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be

payable on or in respect of the shares, debentures or other obligations of the Company.

The certificate shall be for a period of twenty (20) years from May 15, 2012.

British Virgin Islands

There is no income or other tax of the British Virgin Islands imposed by withholding or otherwise on any

payment to be made to or by the Subsidiary Guarantors pursuant to the Subsidiary Guarantees.

Hong Kong

Withholding Tax. No withholding tax in Hong Kong is payable on payments of principal (including any

premium payable on redemption of the Notes) or interest in respect of the Notes.

Profits Tax. Hong Kong profits tax is charged on every person carrying on a trade, profession or business

in Hong Kong in respect of assessable profits arising in or derived from Hong Kong from such trade, profession

or business. Under the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong) (the “Inland

Revenue Ordinance”), as it is currently applied, Hong Kong profits tax may be charged on revenue profits

204 HOK-#638260652-v10

arising on the sale, disposal or redemption of the Notes where such sale, disposal or redemption is or forms part

of a trade, profession or business carried on in Hong Kong.

Interest on the Notes will be subject to Hong Kong profits tax where such interest has a Hong Kong

source, and is received by or accrues to:

a financial institution (as defined in the Inland Revenue Ordinance) and arises through or from

the carrying on by the financial institution of its business in Hong Kong; or

a corporation carrying on a trade, profession or business in Hong Kong; or

a person, other than a corporation, carrying on a trade, profession or business in Hong Kong

and such interest is in respect of the funds of the trade, profession or business.

Although no tax is imposed in Hong Kong in respect of capital gains on the Notes, Hong Kong profits tax

may be chargeable on trading gains arising on the sale or disposal of the Notes where such transactions are or

form part of a trade, profession or business carried on in Hong Kong.

Stamp Duty. No Hong Kong stamp duty will be chargeable upon the issue of the Notes. Stamp duty may

be payable on a transfer of the Notes if the relevant transfer is required to be registered in Hong Kong, but stamp

duty will not be payable if the Notes constitute loan capital (as defined in the Stamp Duty Ordinance (Cap.117 of

the Laws of Hong Kong) (“Stamp Duty Ordinance”). The Notes, under the present terms and conditions,

constitute loan capital (as defined in the Stamp Duty Ordinance) and accordingly no Hong Kong stamp duty will

be chargeable upon the issue, transfer or exchange of the Notes.

PRC Taxation

The following summary of certain PRC tax consequences of the purchase, ownership and disposition of

Notes is based upon applicable laws, rules and regulations in effect as of the date of this information

memorandum, all of which are subject to change (possibly with retroactive effect). This discussion does not

purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to

purchase, own or dispose of the Notes and does not purport to deal with consequences applicable to all

categories of investors, some of which may be subject to special rules. Persons considering the purchase of Notes

should consult their own tax advisors concerning the tax consequences of the purchase, ownership and

disposition of Notes, including such possible consequences under the laws of their country of citizenship,

residence or domicile.

The Issuer or Subsidiary Guarantor (as the case may be) may be deemed a “resident enterprise” for PRC

tax purposes. See “Risk Factors — Risks Relating to our Business and our Industry — The Issuer or Subsidiary

Guarantor may be treated as a resident enterprise for PRC tax purposes under the EIT Law, which could result in

unfavorable tax consequences.” If the Issuer (or any Subsidiary Guarantor) is deemed a “resident enterprise,”

interest or any redemption premium payable to the holders of the Notes (or any payments made by the relevant

Subsidiary Guarantor), and any gains realized by the holders of the Notes from the transfer of the Notes, may be

treated as income derived from sources within China. Non-resident enterprise holders of the Notes may be

subject to PRC withholding tax at a rate of 10% on their interest or any redemption premium income or tax at a

rate of 10% on any capital gains from the transfer of the Notes, if the non-resident enterprise holders do not have

an establishment or place of business in China or, despite the existence of establishment or place of business in

China, the relevant income or gain is not effectively connected with such establishment or place of business in

China. Non-resident individual holders may be subject to PRC withholding tax at a rate of 20% on their interest

or any redemption premium income or tax at a rate of 20% on any capital gains from the transfer of the Notes.

Currently, we are of the view that we are not required to withhold such tax. However, there can be no assurance

that our view will not be challenged in the future. If we are not deemed a “resident enterprise” for PRC tax

purposes, non-resident enterprise and non-resident individual holders of the Notes will not be subject to PRC tax

on interest received or gains from the transfer of the Notes. It is unclear whether the PRC tax authorities will

treat the Company or any Subsidiary Guarantor as a PRC “resident enterprise” and whether the interest income

or capital gains tax will apply to the holders of the Notes. To the extent that China has entered into arrangements

for the avoidance of double-taxation with any jurisdiction, such as Hong Kong, that provide for a lower tax rate,

such lower rate may apply to the holders of the Notes who are entitled to such treaty benefits. However, it is

205 HOK-#638260652-v10

unclear whether in practice non-resident holders would be able to obtain the benefit of income tax treaties

entered into between the PRC and their countries.

On March 23, 2016, the Ministry of Finance and SAT issued the Circular of Full Implementation of

Business Tax to VAT Reform (《關於全面推開營業稅改徵增值稅試點的通知》Caishui [2016] No. 36,

“Circular 36”) which provides that the VAT pilot program will replace the business tax and cover the

construction industry, real estate industry, finance industry and life service industry on a nation-wide basis from

May 1, 2016. Since then, income derived from the provision of financial services which previously attracted

business tax is instead subject to VAT.

According to Circular 36, entities and individuals providing services within the PRC are subject to VAT.

The services are treated as being provided within the PRC if either the service provider or the service recipient is

regarded by the relevant PRC tax authority as located in the PRC. The services subject to VAT include the

provision of financial services such as the provision of loans. It is further clarified under Circular 36 that the

“loans” refers to the activity of lending capital for another’s use and receiving the interest income thereon. Based

on the definition of “loans” under Circular 36, the issuance of the Notes may be regarded as financial services by

holders of the Notes and the payments under the Notes may be subject to VAT (withheld at source) if the Issuer

is regarded by the relevant PRC tax authority as a PRC resident enterprise for PRC tax purposes. There are no

detailed rules under the PRC laws and regulations for determining whether an entity incorporated in jurisdictions

other than the PRC will be deemed a PRC resident enterprise under Circular 36.

Where a non-resident individual holder of the Notes sells the Notes, VAT may be exempted according to

Circular 36 if the sale of Notes is treated as a sale of financial products. Where a non-resident enterprise holder

of the Notes regarded by the relevant PRC tax authority as located outside the PRC sells the Notes to an entity or

individual who is also regarded by the relevant PRC tax authority as located outside the PRC, Circular 36 should

not apply to any gain realized on such a sale and the transferee would not have the obligation to withhold VAT

or local levies. However, there is uncertainty as to the applicability of VAT if either the seller or buyer of the

Notes is an entity that may be regarded as located in the PRC.

As Circular 36 was issued quite recently, the above rules may be subject to further change upon the

issuance of further clarification rules and/or different interpretation by the competent tax authority. There is

uncertainty as to the application of Circular 36.

No PRC stamp tax will be chargeable upon the issue or transfer of a Note (for so long as the register of

holders of the Notes is maintained and relevant transaction documents are executed outside Mainland China, as

is expected to be the case).

206 HOK-#638260652-v10

TRANSFER RESTRICTIONS

Because of the following restrictions, potential holders of the Notes are advised to consult their legal

counsel prior to making any offer, sale, resale, pledge or other transfer of the Notes.

The Notes and the Subsidiary Guarantees have not been and will not be registered under the Securities

Act and may not be offered, sold or delivered within the United States (as defined in Regulation S under the

Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration

requirements of the Securities Act. Accordingly, the Notes are being offered and sold only outside the United

States in offshore transactions in reliance on Regulation S under the Securities Act. By accepting the Notes, you

will be deemed to have made the following acknowledgements, representations to, and agreements with, us, the

Transfer Agent and the Dealer Managers:

1. You understand and acknowledge that the Notes have not been and will not be registered under the

Securities Act or any other applicable securities laws; the Notes are being offered for resale in

transactions that do not require registration under the Securities Act or any other securities laws;

the Notes are being offered and sold only outside of the United States in offshore transactions in

reliance on Rule 903 of Regulation S under the Securities Act; and unless so registered, the Notes

may not be sold or otherwise transferred except under an exemption from, or in a transaction not

subject to, the registration requirements of the Securities Act or any other applicable securities

laws, and in each case in compliance with the conditions for transfer set forth in paragraph 4

below, and in each of such cases, in accordance with any applicable securities laws of any state of

the United States and any other jurisdiction.

You agree to, and each subsequent holder is required to, notify any purchaser of the Notes from it

of the resale restrictions referred to in this clause, if then applicable.

2. You represent that you are not an affiliate (as defined in Rule 144 under the Securities Act) of

ours, you are not acting on our behalf and you are accepting the Notes in an offshore transaction in

accordance with Regulation S.

3. You acknowledge that none of us, the Dealer Managers, the Trustee, the Agents or any person

representing us, the Dealer Managers, the Trustee or the Agents has made any representation to

you with respect to us or this offering of the Notes, other than the information contained in this

information memorandum. You represent that you are relying only on this information

memorandum in making your investment decision with respect to the Notes. You agree that you

have had access to such financial and other information concerning us and the Notes as you have

deemed necessary in connection with your decision to purchase the Notes including an opportunity

to ask questions of and request information from us.

4. You represent that you are accepting the Notes for your own account, or for one or more investor

accounts for which you are acting as a fiduciary or agent, in each case not with a view to, or for

offer or sale in connection with, any distribution of the Notes in violation of the Securities Act.

5. You acknowledge that each Note will contain a legend substantially to the following effect:

THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE

U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE

SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER

JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE

TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S

UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN

A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE

SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OF THE

UNITED STATES OR OTHER JURISDICTION.

6. You acknowledge that we, the Dealer Managers, the Trustee, the Agents and others will rely upon

the truth and accuracy of the above acknowledgments, representations and agreements. You agree

that if any of the acknowledgments, representations or agreements you are deemed to have made

207 HOK-#638260652-v10

by your purchase of the Notes is no longer accurate, you will promptly notify us, the Dealer

Managers, the Trustee and the Agents. If you are accepting any Notes as a fiduciary or agent for

one or more investor accounts, you represent that you have sole investment discretion with respect

to each of those accounts and that you have full power to make the above acknowledgments,

representations and agreements on behalf of each account.

7. You agree that you will inform each person to whom you transfer the Notes of any restrictions on

transfer of such Notes.

8. You also acknowledge that this information memorandum has not been and will not be registered

as a prospectus with the MAS under the SFA. Accordingly, you have represented, warranted and

agreed that you have not offered or sold any Notes or caused the Notes to be made the subject of

an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to

be made the subject of an invitation for subscription or purchase, and have not circulated or

distributed, nor will you circulate or distribute, this information memorandum or any other

document or material in connection with the offer or sale, or invitation for subscription or

purchase, of the Notes, whether directly or indirectly, to any person in Singapore other than (i) to

an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA,

(ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the

SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions

specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and

Futures Act (Classes of Investors) Regulations 2018 of Singapore or (iii) otherwise pursuant to,

and in accordance with the conditions of, any other applicable provision of the SFA.

208 HOK-#638260652-v10

RATINGS

The Notes are expected to be rated “B3” by Moody’s. The ratings reflect the rating agencies’ assessment

of the likelihood of timely payment of the principal of and interest on the Notes. The ratings do not address the

payment of any Additional Amounts and do not constitute recommendations to purchase, hold or sell the Notes

inasmuch as such ratings do not comment as to market price or suitability for a particular investor. Each such

rating should be evaluated independently of any other rating on the Notes, on other securities of ours, or on us.

We cannot assure you that the ratings will remain in effect for any given period or that the ratings will not be

revised by such rating agencies in the future if in their judgment circumstances so warrant.

LEGAL MATTERS

Certain legal matters will be passed upon for us by Norton Rose Fulbright Hong Kong as to matters of

United States federal and New York law and Hong Kong law and Conyers Dill & Pearman as to matters of

Cayman Islands law and British Virgin Islands law. Certain legal matters will be passed upon for the Dealer

Managers by Davis Polk & Wardwell as to matters of United States federal and New York law and JunHe LLP

as to matters of PRC law.

INDEPENDENT ACCOUNTANTS

Our published audited consolidated financial statements as of and for the years ended December 31, 2019

and 2020, which are included elsewhere in this information memorandum, have been audited by KPMG,

Certified Public Accountants, Hong Kong, and are reproduced from our annual reports for the years ended

December 31, 2019 and 2020. For the purpose of the offers and sales outside the United States in reliance on

Regulation S under the Securities Act, KPMG has acknowledged the references to its name and the inclusion of

its report in the form and context in which they are respectively included in this information memorandum.

209 HOK-#638260652-v10

GENERAL INFORMATION

Consents

We have obtained all necessary consents, approvals and authorizations in the Cayman Islands, the British

Virgin Islands, the PRC and Hong Kong in connection with the issue and performance of the Notes and the

Subsidiary Guarantees. The entering into of the Indenture and the issue of the Notes were authorized by the

board of directors of the Company on May 28, 2021. The granting of each of the Subsidiary Guarantees was

authorized by the board of directors and the sole shareholder of the respective Subsidiary Guarantors, each on

May 28, 2021.

Litigation

Except as disclosed in this information memorandum, there are no legal or arbitration proceedings against

or affecting us, any of our subsidiaries or any of our assets, nor are we aware of any pending or threatened

proceedings, which are or might be material in the context of this issue of the Notes or the Subsidiary

Guarantees.

No Material Adverse Change

There has been no adverse change, or any development reasonably likely to involve an adverse change, in

the condition (financial or otherwise) of our general affairs since December 31, 2020 that is material in the

context of the issue of the Notes.

Documents Available

For so long as any of the Notes is outstanding, copies of the Indenture may be inspected free of charge

during normal business hours on any weekday (except public holidays) at the corporate trust office of the

Trustee. For so long as any of the Notes is outstanding, copies of the independent auditor’s reports and/or our

published financial statements, if any, including the independent auditor’s report set forth in the section entitled

“Index to Consolidated Financial Statements,” may be obtained during normal business hours on any weekday

(except public holidays) at the office of the Company.

Clearing System and Settlement

The Notes have been accepted for clearance through the facilities of Euroclear and Clearstream under the

Common Code number 234819755 and the International Securities Identification Number for the Notes is

XS2348197554. Only Notes evidenced by a Global Note have been accepted for clearance through Euroclear

and Clearstream.

Listing of the Notes

Application will be made for the listing and quotation of the Notes on the SGX-ST. Approval in-principle

from, admission to the Official List of, and listing and quotation of the Notes on, the SGX-ST are not to be taken

as an indication of the merits of the Company, the Subsidiary Guarantors, any of their respective subsidiaries

and/or associated companies or the Notes. The SGX-ST takes no responsibility for the contents of this information

memorandum, makes no representation as to its accuracy or completeness and expressly disclaims any liability

whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this


For so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, the Company

shall appoint and maintain a Paying Agent in Singapore, where the Notes may be presented or surrendered for

payment or redemption, in the event that the Global Certificate is exchanged for Definitive Certificates. In addition,

an announcement of such exchange shall be made by or on behalf of the Company through the SGX-ST and such

announcement will include all material information with respect to the delivery of the Definitive Certificates,

including details of the Paying Agent in Singapore.

1

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

2020

Annual

Report(1)

Audited Consolidated Financial Statements as of and for the Year Ended December 31,

2020

Independent Auditor’s Report ..................................................................................................... 136

Consolidated Statement of Profit or Loss and Other Comprehensive Income ............................. 145

Consolidated Statement of Financial Position ............................................................................ 147

Consolidated Statement of Changes in Equity ............................................................................ 149

Consolidated Cash Flows Statement ........................................................................................... 151

Notes to the Consolidated Financial Statements ......................................................................... 153

2019

Annual

Report(1)

Audited Consolidated Financial Statements as of and for the Year Ended December 31,

2019

Independent Auditor’s Report ..................................................................................................... 117

Consolidated Statement of Profit or Loss and Other Comprehensive Income ............................. 126

Consolidated Statement of Financial Position ............................................................................ 128

Consolidated Statement of Changes in Equity ............................................................................ 130

Consolidated Cash Flows Statement ........................................................................................... 132

Notes to the Consolidated Financial Statements ......................................................................... 134

___________________

Note:

(1) Our audited consolidated financial statements set forth herein have been reproduced from our annual reports for the years end ed December 31, 2019 and 2020, respectively, and the above page references are to the pages set forth in such reports. These

audited consolidated financial statements and reviewed consolidated financial statements have not been prepared for the purpose of inclusion in this information memorandum.

136 金輪天地控股有限公司 GOLDEN WHEEL TIANDI HOLDINGS COMPANY LIMITED

獨立核數師報告Independent Auditor’s Report

INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF

GOLDEN WHEEL TIANDI HOLDINGS COMPANY LIMITED

(Incorporated in the Cayman Islands with limited liability)

OPINION

We have audited the consolidated financial statements of Golden Wheel Tiandi

Holdings Company Limited (“the Company”) and its subsidiaries (“the Group”) set

out on pages 145 to 295, which comprise the consolidated statement of financial

position as at 31 December 2020, the consolidated statement of profit or loss,

the consolidated statement of profit or loss and other comprehensive income,

the consolidated statement of changes in equity and the consolidated cash flow

statement for the year then ended and notes to the consolidated financial statements,

including a summary of significant accounting policies.

In our opinion, the consolidated financial statements give a true and fair view of

the consolidated financial position of the Group as at 31 December 2020 and of its

consolidated financial performance and its consolidated cash flows for the year then

ended in accordance with International Financial Reporting Standards (“IFRSs”)

issued by the International Accounting Standard Board (“IASB”) and have been

properly prepared in compliance with the disclosure requirements of the Hong Kong

Companies Ordinance.

BASIS FOR OPINION

We conducted our audit in accordance with Hong Kong Standards on Auditing

(“HKSAs”) issued by the Hong Kong Institute of Certified Public Accountants

(“HKICPA”). Our responsibilities under those standards are further described in

the Auditor’s responsibilities for the audit of the consolidated financial statements

section of our report. We are independent of the Group in accordance with the

Hong Kong Institute of Certified Public Accountants (HKICPA)’s Code of Ethics

for Professional Accountants (“the Code”) together with any ethical requirements

that are relevant to our audit of the consolidated financial statements in the Cayman

Islands, and we have fulfilled our other ethical responsibilities in accordance with

the Code. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

致金輪天地控股有限公司股東的獨立核數師報告（於開曼群島註冊成立之有限公司）

意見

本核數師（以下簡稱「我們」）已審核列載於第145至295頁金輪天地控股有限公司（「貴公司」）及其附屬公司（統稱「貴集團」）的綜合財務報表，包括於二零二零年十二月三十一日的綜合財務狀況表及截至該日止年度的綜合損益表、綜合損益及其他全面收益表、綜合權益變動表及綜合現金流量表，以及綜合財務報表附註（包括重大會計政策概要）。

我們認為，綜合財務報表已根據國際會計準則委員會（「國際會計準則委員會」）頒佈之國際財務報告準則（「國際財務報告準則」）真實而公平地反映貴集團於二零二零年十二月三十一日的綜合財務狀況及貴集團截至該日止年度的綜合財務表現及其綜合現金流量，並已按照香港公司條例的披露規定妥為編製。

意見基準

我們已根據香港會計師公會（「香港會計師公會」）頒佈之香港核數準則（「香港核數準則」）進行審核。我們於該等準則項下之責任乃於我們報告中核數師就審核綜合財務報表須承擔的責任一節進一步闡述。我們根據香港會計師公會制定的專業會計師職業道德守則（「守則」）以及與我們對開曼群島綜合財務報表的審核相關的道德要求獨立於貴集團，我們亦已根據守則達致我們之其他道德責任。我們認為我們所獲得的審核憑證已充足及適當地為我們之意見提供基準。

1372020年度報告 ANNUAL REPORT 2020


KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

關鍵審核事項於審核中的處理方法The Key Audit Matter How the matter was addressed in our audit

投資物業的估值Valuation of investment properties請參閱綜合財務報表附註13及第162頁的會計政策。Refer to note 13 to the consolidated financial statements and the accounting policies on page 162.

於二零二零年十二月三十一日，貴集團投資物業包括於中國內地的已竣工物業、開發中物業以及使用權資產。該等投資物業根據獨立合資格估值師行（「估值師」）作出的估值（合計人民幣66.3億元）以彼等公平值列賬。

在釐定適當的估值方法及估計關鍵假設時，估值過程涉及重大判斷及估計，包括經調整市場價格、資本化率、單位日租及預算成本。估值對所採用的關鍵假設極其敏感。

As at 31 December 2020, the Group’s investment properties comprise completed properties, properties under development and right-of-use assets in the Mainland China. These investment properties are stated at their fair values based on valuations performed by an independent firm of qualified valuers (the “Valuer”) at an aggregate amount of RMB6.63 billion.

The valuation process involves significant judgement and estimation in determining the appropriate valuation methodology and in estimating the key assumptions, including adjusted market price, capitalisation rate, daily unit rent and budgeted cost. The valuations are highly sensitive to key assumptions applied.

我們對投資物業的估值進行評估的審核程序包括：

• 了解及評估與投資物業估值有關的管理層主要內部控制的設計、實施及運行有效性；

• 取得並檢查由管理層委聘的估值師所編製且作為董事對投資物業的公平值作出評估的基準的估值報告；

• 評估估值師對所估值物業的資歷、經驗和專業知識，並考慮其客觀性和獨立性；

• 在我們的內部物業估值專家協助下，與估值師討論其估值方法以及估值採用的關鍵估計和假設；

Our audit procedures to assess the valuation of investment properties included the following:

• Obtaining an understanding of and assessing the design, implementation and operating effectiveness of management’s key internal controls in relation to the valuation of investment properties；

• Obtaining and inspecting the valuation reports prepared by the Valuer engaged by management and on which the directors’ assessment of the fair values of investment properties was based；

• Assessing the Valuer’s qualifications, experience and expertise in the properties being valued and considering its objectivity and independence；

• With the assistance of our internal property valuation specialists, discussing with the Valuer its valuation methodology and the key estimates and assumptions adopted in its valuations；

關鍵審核事項

關鍵審核事項為就我們之專業判斷而言，對我們審核本期間之綜合財務報表最為重要的事項。我們在審核整體綜合財務報表及就此達致意見時處理此等事項，而不會就此等事項單獨發表意見。



KEY AUDIT MATTERS (continued)


投資物業的估值（續）Valuation of investment properties (continued)

請參閱綜合財務報表附註13及第162頁的會計政策。Refer to note 13 to the consolidated financial statements and the accounting policies on page 162.

鑒於投資物業對貴集團總資產的重要性及由於釐定投資物業的公平值涉及重大程度判斷及管理層傾向，我們將投資物業的估值確定為一項關鍵審核事項。

We identified the valuation of investment properties as a key audit

matter because of the significance of investment properties to the

Group’s total assets and because determining the fair values of

investment properties involves a significant degree of judgement and

may be subject to management bias.

• 評估估值方法並以抽樣方式通過與現有市場數據及╱或政府發佈的市場統計數據進行比較，對估值中採用的關鍵估計和假設（包括經調整市價、資本化率及每日單位租金）提出質疑；

• 以抽樣方式實地走訪發展中投資物業項目，以觀察發展進度，並參照與估計建設成本有關的市場統計數據，已簽署的建設合約及╱或貴集團新近完工項目的單位建造成本，對最新預測中反映的管理層的發展預算進行評估；及

• 以抽樣方式將租賃信息，包括承諾的租金和入住率，與貴集團提供給估值師的基礎合同和相關文件進行對比。

• Evaluating the valuation methodology and challenging the

key estimates and assumptions (including adjusted market

price, capitalisation rate, and daily unit rent) adopted in the

valuations, on a sample basis, by comparison with available

market data and/or government produced market statistics；

• Conducting site visits to investment properties under

development, on a sample basis, to observe the development

progress and evaluating management’s development

budgets reflected in the latest forecasts with reference to

market statistics about estimated construction costs, signed

construction contracts and/or unit construction costs of recently

completed projects；and

• Comparing tenancy information, including committed rents

and occupancy rates, provided by the Group to the Valuer with

underlying contracts and related documentation, on a sample

basis.

關鍵審核事項（續）





評估開發中待售物業及已竣工待售物業的可變現淨值Assessing the net realizable value of properties under development for sale and completed properties for sale

請參閱綜合財務報表附註18及19以及第174至175頁的會計政策。Refer to notes 18 and 19 to the consolidated financial statements and the accounting policies on page 174 to 175.

於二零二零年十二月三十一日，開發中待售物業及已竣工待售物業的賬面值總計為人民幣71.6億元，佔貴集團於該日的總資產的42%。貴集團開發中待售物業及已竣工待售物業主要為主要位於中國內地及香港的住宅及零售項目，且以成本與可變現淨值的較低者列賬。

對開發中待售物業及已竣工待售物業的可變現淨值進行評估涉及重大管理層判斷，尤其是在預計預測開發成本及預測銷售價格時。由於市場條件的變化，預測開發成本和銷售價格本質上具有不確定性。

The carrying amount of properties under development for sale and

completed properties for sale totalled RMB7.16 billion as at 31

December 2020, which accounted for 42% of the Group’s total assets

as at that date. Properties under development for sale and completed

properties for sale of the Group are primarily residential and retail

projects, located mainly in Mainland China and Hong Kong, and are

stated at the lower of cost and net realizable value.

The assessment of the net realizable value of properties under

development for sale and completed properties for sale involves

the exercise of significant management judgement, particularly in

estimating forecast development costs and forecast selling prices.

Forecast development costs and selling prices are inherently uncertain

due to changes in market conditions.

我們對開發中待售物業及已竣工待售物業的可變現淨值進行評估的審核程序包括：

• 了解及評估與管理層對開發成本預測的編製及監控有關的管理層主要內部控制的設計、實施及運行的有效性；

• 以抽樣方式實地走訪開發中待售物業項目，以觀察發展進度，並參照與估計建設成本有關的市場統計數據，已簽署的建設合約及╱或貴集團新近完工項目的單位建造成本，對最新預測中反映的管理層的發展預算進行評估；

• 對比本年度實現的實際銷售價格和過往年度的預測值，評估管理層以往關於銷售價格的預測的準確性；及

Our audit procedures to assess the net realizable value of properties

under development for sale and completed properties for sale included

the following:

• Obtaining an understanding of and assessing the design,

implementation and operating effectiveness of management’s

key internal controls in relation to the preparation and

monitoring of management forecasts of development costs；

• Conducting site visits to properties under development for

sale, on a sample basis, to observe the development progress

and evaluating management’s development budgets reflected

in the latest forecasts with reference to market statistics about

estimated construction costs, signed construction contracts and/

or unit construction costs of recently completed projects；

• Assessing the accuracy of management’s historical forecasts of

selling prices by comparing the actual selling prices achieved in

the current year with forecasts prepared in previous years；and






評估開發中待售物業及已竣工待售物業的可變現淨值（續）Assessing the net realizable value of properties under development for sale and completed properties for sale (continued)

請參閱綜合財務報表附註18及19以及第174至175頁的會計政策。Refer to notes 18 and 19 to the consolidated financial statements and the accounting policies on page 174 to 175.

鑒於開發中待售物業和已竣工待售物業對貴集團總資產的重要性，及由於評估開發中待售物業和已竣工待售物業的可變現淨值（本質上具有不確定性）需要作出重大程度的管理層判斷，這可能存在錯誤或管理層傾向，我們將開發中待售物業和已竣工待售物業的可變現淨值的評估列為關鍵審計事項。

We identified the assessment of the net realizable value of the Group’s

properties under development for sale and completed properties for

sale as a key audit matter because of the significance of properties

under development for sale and completed properties for sale to the

Group’s total assets and because the inherent uncertainties involved in

assessing the net realizable value of the properties under development

for sale and completed properties for sale that require a significant

degree of management judgement which could be subject to error or

management bias.

• 評估管理層就評估開發中待售物業和已竣工待售物業的可變現淨值而採納的估值方法，及將估值中所採用的關鍵估計及假設（包括與平均淨銷售價格有關的估計及假設）與可用市場數據及貴集團的銷售預算計劃進行對比。

• Evaluating the valuation methodology adopted by management

for assessing the net realizable value of properties under

development for sale and completed properties for sale and

comparing the key estimates and assumptions adopted in the

valuations, including those relating to average net selling

prices, with market available data and the sales budget plans

maintained by the Group.




INFORMATION OTHER THAN THE CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON

The directors are responsible for the other information. The other information

comprises all the information included in the annual report, other than the

consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other

information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our

responsibility is to read the other information and, in doing so, consider whether

the other information is materially inconsistent with the consolidated financial

statements or our knowledge obtained in the audit or otherwise appears to be

materially misstated.

If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have

nothing to report in this regard.

RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The directors are responsible for the preparation of the consolidated financial

statements that give a true and fair view in accordance with IFRSs issued by the

IASB and the disclosure requirement of the Hong Kong Companies Ordinance

and for such internal control as the directors determine is necessary to enable

the preparation of consolidated financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible

for assessing the Group’s ability to continue as a going concern, disclosing, as

applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.

The directors are assisted by the Audit Committee in discharging their

responsibilities for overseeing the Group’s financial reporting process.

綜合財務報表及就此所作核數師報告以外的資料

董事對其他資料負責。其他資料包括年報所載之所有資料，惟不包括綜合財務報表及我們就此發表之核數師報告。

我們有關綜合財務報表之意見並不涵蓋其他資料，我們亦並不就此發表任何形式之核證結論。

就我們對綜合財務報表之審核而言，我們之責任是閱讀其他資料，從而考慮其他資料是否與綜合財務報表或我們在審核過程中獲悉的資料存在重大不符，或似乎存在重大錯誤陳述。

倘若我們基於已完成的工作認為其他資料出現重大錯誤陳述，我們須報告此一事實。我們就此並無須報告事項。

董事就綜合財務報表須承擔的責任

董事須負責根據國際會計準則委員會頒佈之國際財務報告準則及香港公司條例之披露規定編製及真實而公平地列報該等綜合財務報表，並對其認為就確保綜合財務報表之編製不存在由於欺詐或錯誤而導致的重大錯誤陳述所必需之有關內部控制。

在編製綜合財務報表時，董事須負責評估貴集團持續經營的能力，並披露與持續經營有關的事項（如適用）。除非董事有意將貴集團清盤，或停止營運，或除此之外並無其他實際可行的辦法，否則董事須採用以持續經營為基礎的會計法。

審核委員會協助董事履行監督貴集團的財務報告過程的責任。



AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the consolidated

financial statements as a whole are free from material misstatement, whether due

to fraud or error, and to issue an auditor’s report that includes our opinion. This

report is made solely to you, as a body, and for no other purpose. We do not assume

responsibility towards or accept liability to any other person for the contents of this

report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with HKSAs will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these consolidated

financial statements.

As part of an audit in accordance with HKSAs, we exercise professional judgement

and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated

financial statements, whether due to fraud or error, design and perform

audit procedures responsive to those risks, and obtain audit evidence that is

sufficient and appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is higher than for

one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to

design audit procedures that are appropriate in the circumstances, but not

for the purpose of expressing an opinion on the effectiveness of the Group’s

internal control.

• Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures made by the

directors.

核數師就審核綜合財務報表須承擔的責任

我們的目標，是對整體綜合財務報表是否不存在由於欺詐或錯誤而導致的重大錯誤陳述取得合理保證，並出具包括我們意見的核數師報告。我們僅向整體股東作出報告。除此以外，我們的報告不作其他用途。我們不就此報告的內容，對任何其他人士負責或承擔任何責任。

合理保證是高水平的保證，但不能保證按照香港核數準則進行的審核在某一重大錯誤陳述存在時總能發現。錯誤陳述可以由欺詐或錯誤引起，倘合理預期彼等個別或匯總起來可能影響該等綜合財務報表使用者所作出的經濟決策，則有關的錯誤陳述可被視作重大。

我們根據香港核數準則進行審核的工作之一，是運用專業判斷，在整個審核過程中抱持職業懷疑態度。我們亦：

• 識別和評估由於欺詐或錯誤而導致綜合財務報表存在重大錯誤陳述的風險，設計及執行審核程序以應對該等風險，以及取得充足和適當的審核憑證，作為我們意見的基礎。由於欺詐可能涉及串謀、偽造、蓄意遺漏、虛假陳述，或凌駕於內部控制之上，因此未能發現因欺詐而導致的重大錯誤陳述的風險高於因錯誤而導致的重大錯誤陳述的風險。

• 了解與審核相關的內部控制，以設計適當的審核程序，但目的並非對貴集團內部控制的效能發表意見。

• 評價董事所採用會計政策的恰當性及所作出會計估計和相關披露資料的合理性。



AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

• Conclude on the appropriateness of the directors’ use of the going concern

basis of accounting and, based on the audit evidence obtained, whether a

material uncertainty exists related to events or conditions that may cast

significant doubt on the Group’s ability to continue as a going concern. If we

conclude that a material uncertainty exists, we are required to draw attention

in our auditor’s report to the related disclosures in the consolidated financial

statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our

auditor’s report. However, future events or conditions may cause the Group

to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated

financial statements, including the disclosures, and whether the consolidated

financial statements represent the underlying transactions and events in a

manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial

information of the entities or business activities within the Group to express

an opinion on the consolidated financial statements. We are responsible for

the direction, supervision and performance of the group audit. We remain

solely responsible for our audit opinion.

We communicate with the Audit Committee regarding, among other matters, the

planned scope and timing of the audit and significant audit findings, including any

significant deficiencies in internal control that we identify during our audit.

We also provide the Audit Committee with a statement that we have complied with

relevant ethical requirements regarding independence and communicate with them

all relationships and other matters that may reasonably be thought to bear on our

independence and, where applicable, actions taken to eliminate threats or safeguards

applied.

核數師就審核綜合財務報表須承擔的責任（續）

• 對董事採用持續經營會計基礎的恰當性作出結論。根據所得的審核憑證，決定是否存在與事件或情況有關的重大不確定性，而可能對貴集團持續經營的能力構成重大疑慮。倘我們認為存在重大不確定性，則有必要在核數師報告中提請使用者對綜合財務報表中的相關披露資料的關注。倘有關的披露資料不足，則發表非無保留意見。我們的結論乃基於截至核數師報告日期止所取得的審核憑證。然而，未來事件或情況可能導致貴集團不能繼續持續經營。

• 評價綜合財務報表（包括披露資料）的整體列報方式、結構及內容，以及綜合財務報表是否公允反映有關交易和事項。

• 就貴集團中實體或業務活動的財務資料獲取充分及適當的審核證據，以對綜合財務報表發表意見。我們負責指導、監督及執行集團審核。我們僅對我們之審核意見承擔責任。

我們與審核委員會溝通了（其中包括）計劃的審核範圍、時間安排、重大審核發現等事項，包括我們在審核期間識別出內部控制的任何重大缺陷。

我們亦向審核委員會提交聲明，說明我們已符合有關獨立性的相關職業道德要求，並與彼等溝通所有可能合理地被認為會影響我們獨立性的關係及其他事項，以及相關防範措施（倘適用）。




From the matters communicated with the Audit Committee, we determine those

matters that were of most significance in the audit of the consolidated financial

statements of the current period and are therefore the key audit matters. We

describe these matters in our auditor’s report unless law or regulation precludes

public disclosure about the matter or when, in extremely rare circumstances, we

determine that a matter should not be communicated in our report because the

adverse consequences of doing so would reasonably be expected to outweigh the

public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report

is Chan Ting Yuen.

Certified Public Accountants

8th Floor, Prince’s Building

10 Chater Road

Central, Hong Kong

30 March 2021


從與審核委員會溝通的事項中，我們決定哪些事項對本期間綜合財務報表的審核最為重要，因而構成關鍵審核事項。我們會在核數師報告中描述這些事項，惟法律法規不允許對某件事項作出公開披露，或在極端罕見的情況下，若有合理預期在我們的報告中溝通某事項而造成的負面後果將會超過其產生的公眾利益，我們將不會在此等情況下在報告中溝通該事項。

本獨立核數師報告的審核工作合夥人為陳定元。

執業會計師

香港中環遮打道10號太子大廈8樓

二零二一年三月三十日


截至二零二零年十二月三十一日止年度 For the year ended 31 December 2020

（以人民幣列示） (Expressed in Renminbi)

綜合損益及其他全面收益表Consolidated Statement of Profit or Loss and Other Comprehensive Income

二零二零年二零一九年2020 2019

附註人民幣千元人民幣千元Note RMB’000 RMB’000

收益 Revenue 4 1,389,119 1,605,448

銷售成本 Cost of sales (1,155,977) (1,074,088)

毛利 Gross profit 233,142 531,360

投資物業公平值變動 Changes in fair value of investment properties 13(a) 91,971 171,958

其他收入、開支、收益及虧損 Other income, expenses, gains and losses 5 318,124 66,069

銷售及營銷開支 Selling and marketing expenses (81,415) (66,068)

行政開支 Administrative expenses (155,686) (175,291)

經營溢利 Profit from operations 406,136 528,028

融資成本 Finance costs 6(a) (233,545) (186,273)

應佔聯營公司的（虧損）╱溢利 Share of (losses)/profits of associates 15 (46,930) 105,050

應佔合營企業的溢利 Share of profits of joint ventures 16 1,105 6,070

除稅前溢利 Profit before taxation 6 126,766 452,875

所得稅 Income tax 7 (76,521) (200,347)

年內溢利 Profit for the year 50,245 252,528

以下人士應佔： Attributable to:

本公司權益股東 Equity shareholders of the Company 34,788 252,561

非控股權益 Non-controlling interests 15,457 (33)


The notes on pages 153 to 295 form part of these financial statements.第153至295頁的附註構成本財務報表的一部分。








年內其他全面收益（除稅及經重新分類調整後）：

Other comprehensive income for the

year (after tax and reclassification

adjustments): 10

其後可能重新分類至損益的項目： Item that may be reclassified subsequently to

profit or loss:

換算人民幣以外功能貨幣的實體財務報表的匯兌差額

Exchange differences on translation of

financial statements of the entities with

functional currencies other than RMB 1,149 14,635

年內其他全面收益 Other comprehensive income for the year 1,149 14,635

本公司權益股東應佔年內全面收益總額

Total comprehensive income for the year

attributable to equity shareholders of

the Company 51,394 267,163



非控股權益 Non-controlling interests 15,457 (33)

年內全面收益總額 Total comprehensive income for the year 51,394 267,163

每股盈利 Earnings per share 11

基本（每股人民幣元） Basic (RMB per share) 0.019 0.140

攤薄（每股人民幣元） Diluted (RMB per share) 0.019 0.140



於二零二零年十二月三十一日 At 31 December 2020


綜合財務狀況表Consolidated Statement of Financial Position

二零二零年十二月

三十一日

二零一九年十二月

三十一日31 December

202031 December

2019附註人民幣千元人民幣千元Note RMB’000 RMB’000

非流動資產 Non-current assets 物業、廠房及設備 Property, plant and equipment 12 266,713 260,699投資物業 Investment properties 13 6,628,565 6,258,897於聯營公司之權益 Interests in associates 15 204,233 468,999於合營企業之權益 Interests in joint ventures 16 413,064 419,231其他金融資產 Other financial assets 17 289,529 221,667受限制銀行存款 Restricted bank deposits 22 181,011 170,000遞延稅項資產 Deferred tax assets 30 143,629 154,324

8,126,744 7,953,817

流動資產 Current assets 開發中待售物業 Properties under development for sale 18 5,254,447 5,157,894已竣工待售物業 Completed properties for sale 19 1,903,760 1,145,750合約資產 Contract assets 20 15,205 6,473貿易及其他應收款項 Trade and other receivables 21 534,943 348,773預付土地增值稅及所得稅 Land appreciation tax and income tax prepaid 51,929 28,075其他金融資產 Other financial assets 17 39,966 5,525受限制銀行存款 Restricted bank deposits 22 383,182 604,359現金及現金等價物 Cash and cash equivalents 23 849,120 979,208

9,032,552 8,276,057

流動負債 Current liabilities貿易及其他應付款項 Trade and other payables 24 2,175,139 1,808,858合約負債 Contract liabilities 25 1,881,711 971,179預收租金 Rental received in advance 32,106 31,342租賃負債 Lease liabilities 26 45,862 43,298銀行貸款 Bank loans 27 1,831,855 2,393,017即期稅項 Current taxation 556,871 683,578優先票據 Senior notes 28 1,221,429 185,149

7,744,973 6,116,421



於二零二零年十二月三十一日 At 31 December 2020


二零二零年十二月

三十一日



202031 December

2019附註人民幣千元人民幣千元Note RMB’000 RMB’000

流動資產淨值 Net current assets 1,287,579 2,159,636

總資產減流動負債 Total assets less current liabilities 9,414,323 10,113,453

非流動負債 Non-current liabilities 租賃負債 Lease liabilities 26 215,188 249,169銀行貸款 Bank loans 27 979,651 1,348,776遞延稅項負債 Deferred tax liabilities 30 1,200,435 1,180,961預收租金 Rental received in advance 15,647 2,549優先票據 Senior notes 28 2,083,456 2,501,362

4,494,377 5,282,817

資產淨值 NET ASSETS 4,919,946 4,830,636

資本及儲備 CAPITAL AND RESERVES 股本 Share capital 31(c) 113,099 113,099儲備 Reserves 31(d) 4,713,951 4,704,098

本公司權益股東應佔權益總額 Total equity attributable to equityshareholders of the Company 4,827,050 4,817,197

非控股權益 Non-controlling interests 92,896 13,439

總權益 TOTAL EQUITY 4,919,946 4,830,636

Approved and authorised for issue by the board of directors on 30 March 2021.

王欽賢王錦輝Wong Yam Yin Wong Kam Fai

董事董事Directors Directors

The notes on pages 153 to 295 form part of these financial statements.

董事會於二零二一年三月三十日批准及授權刊發。

第153至295頁的附註構成本財務報表的一部分。




綜合權益變動表Consolidated Statement of Changes in Equity

本公司權益股東應佔Attributable to equity shareholders of the Company

股本股份溢價特別儲備外幣匯兌儲備物業重估儲備購股權儲備盈餘儲備保留盈利總計非控股權益總計

Share

capital

Share

premium

Special

reserve

Exchange

reserve

Property

revaluation

reserve

Share

options

reserve

Surplus

reserve

Retained

earnings Total

Non-

controlling

interests Total

附註人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元Note RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

（附註31(c)）（附註31(d)(i)）（附註31(d)(ii)）（附註31(d)(iii)）（附註29）（附註31(d)(iv)）(note31(c)) (note31(d)(i)) (note31(d)(ii)) (note31(d)(iii)) (note29) (note31(d)(iv))

於二零一九年十二月三十一日及二零二零年一月一日至結餘

Balance at 31 December 2019 and

1 January 2020

113,099 476,143 145,986 14,985 16,631 1,322 163,728 3,885,303 4,817,197 13,439 4,830,636

二零二零年權益變動： Changes in equity for 2020:

年內溢利 Profit for the year – – – – – – – 34,788 34,788 15,457 50,245

年內其他全面收益 Other comprehensive income for

the year – – – 1,149 – – – – 1,149 – 1,149

全面收益總額 Total comprehensive income – – – 1,149 – – – 34,788 35,937 15,457 51,394

盈餘儲備撥款 Surplus reserve appropriation 31(d)(iv) – – – – – – 20,691 (20,691) – – –

上年宣派之股息 Dividends declared in respect of

the previous year 31(b) – – (26,313) – – – – – (26,313) – (26,313)

以股本結算股份支付交易 Equity settled share-based

transactions 29 – – – – – 229 – – 229 – 229

非控股股東注資 Capital injection from non-

controlling shareholders – – – – – – – – – 64,000 64,000

於二零二零年十二月三十一日之結餘

Balance at 31 December 2020

113,099 476,143 119,673 16,134 16,631 1,551 184,419 3,899,400 4,827,050 92,896 4,919,946







Share

capital

Share

premium

Special

reserve

Exchange

reserve

Property

revaluation

reserve

Share

options

reserve

Surplus

reserve

Retained

earnings Total

Non-

controlling

interests Total

附註人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元Note RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

（附註31(c)）（附註31(d)(i)）（附註31(d)(ii)）（附註31(d)(iii)）（附註29）（附註31(d)(iv)）(note31(c)) (note31(d)(i)) (note31(d)(ii)) (note31(d)(iii)) (note29) (note31(d)(iv))

於二零一八年十二月三十一日之結餘


113,099 476,143 176,106 350 16,631 1,093 138,475 3,686,407 4,608,304 – 4,608,304

應用國際財務報告準則第16號之影響

Impact on initial application of

IFRS16 – – – – – – – (28,412) (28,412) – (28,412)

於二零一九年一月一日之結餘

Balance at 1 January 2019

113,099 476,143 176,106 350 16,631 1,093 138,475 3,657,995 4,579,892 – 4,579,892

二零一九年權益變動： Changes in equity for 2019:

年內溢利 Profit for the year – – – – – – – 252,561 252,561 (33) 252,528

年內其他全面收益 Other comprehensive income

for the year – – – 14,635 – – – – 14,635 – 14,635

全面收益總額 Total comprehensive income – – – 14,635 – – – 252,561 267,196 (33) 267,163


上年宣派之股息 Dividends declared in respect

of the previous year 31(b) – – (30,120) – – – – – (30,120) – (30,120)

以股本結算股份支付交易 Equity settled share-based transactions 29 – – – – – 229 – – 229 – 229

非控股股東注資 Capital injection from non-controlling

shareholders – – – – – – – – – 13,472 13,472

於二零一九年十二月三十一日之結餘


113,099 476,143 145,986 14,985 16,631 1,322 163,728 3,885,303 4,817,197 13,439 4,830,636





綜合現金流量表Consolidated Cash Flows Statement



經營活動 Operating activities

經營所得現金 Cash generated from operations 23(b) 624,680 302,724

已付稅項 Tax paid (88,054) (104,583)

經營活動所得現金淨額 Net cash generated from operating activities 536,626 198,141

投資活動 Investing activities

銀行存款已收利息 Interest received from bank deposits 31,503 18,035

按公平值計入損益（「按公平值計入損益」）的金融資產已收利息

Interest received from financial assets measured

at fair value through profit or loss (“FVTPL”) 878 1,554

按公平值計入其他全面收益（「按公平值計入其他全面收益」）的金融資產已收利息


at fair value through other comprehensive

income (“FVTOCI”) – 523

購買物業、廠房及設備 Purchases of property, plant and equipment (47,762) (47,419)

購買按公平值計入損益的金融資產 Purchases of financial assets measured at

FVTPL (179,145) (238,472)

投資物業增加 Increase in investment properties (317,201) (190,117)

於聯營公司之投資 Investment in associates (35,664) (18,000)

出售一間聯營公司 Disposal of an associate 78,000 –

出售投資物業 Disposal of investment properties 49,994 84,218

出售按公平值計入損益之金融資產 Disposal of financial assets measured at FVTPL 76,237 460,361

向聯營公司及合營企業提供墊款 Advance to associates and joint ventures (91,918) (42,459)

從聯營公司及合營企業收到還款 Repayment received from associates and joint

ventures 26,556 12,500

出售一間附屬公司 Disposal of a subsidiary – 461,640

投資活動（所用）╱所得現金淨額 Net cash (used in)/generated from investing activities (408,522) 502,364







融資活動 Financing activities

合營企業及聯營公司墊款 Advance from associates and joint ventures 53,584 165,045

向聯營公司及合營企業還款 Repayment to associates and joint ventures (31,000) (38,091)

發行優先票據所得款項 Proceeds from issue of senior notes 2,561,986 1,224,475

支付發行優先票據應佔開支 Payment of expense attributable to issue of

senior notes (34,006) (18,014)

新造銀行借款 New bank borrowings raised 468,748 2,902,580

償還銀行貸款 Repayments of bank loans (1,274,181) (1,722,920)

購回優先票據 Repurchase of senior notes (1,790,411) (1,018,394)

已付利息 Interest paid (476,418) (387,250)

支付予本公司權益股東之股息 Dividends paid to equity shareholders of the

Company (26,313) (30,120)

存入銀行貸款質押款 Placement of deposits pledged for bank loans 273,402 (380,000)

償還優先票據本金額 Repayment of principal of senior notes – (966,344)


shareholders 64,000 13,472

已付租賃租金的資本部分 Capital element of lease rentals paid (22,008) (24,118)

已付租賃租金的利息部分 Interest element of lease rentals paid (16,530) (18,547)

融資活動所用現金淨額 Net cash used in financing activities (249,147) (298,226)

現金及現金等價物淨（減少）╱增加 Net (decrease)/increase in cash and cash equivalents (121,043) 402,279

於一月一日的現金及現金等價物 Cash and cash equivalents at 1 January 979,208 576,051

外匯匯率變動影響 Effect of foreign exchanges rates changes (9,045) 878

於十二月三十一日的現金及現金等價物 Cash and cash equivalents at 31 December 23(a) 849,120 979,208



（除特別提示外均以人民幣列示） (Expressed in Renminbi unless otherwise indicated)

綜合財務報表附註Notes to the Consolidated Financial Statements

1 GENERAL

Golden Wheel Tiandi Holdings Company Limited (the “Company”) was

incorporated as an exempted Company with limited liability in the Cayman

Islands on 26 April 2012 and its shares are listed on The Stock Exchange of

Hong Kong Limited (the “Hong Kong Stock Exchange”) with effect from 16

January 2013.

The Company is an investment holding company. The Company and its

subsidiaries (hereinafter collectively referred to as the “Group”) are principally

engaged in the property development, property leasing and hotel operation.

2 SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of compliance

These financial statements have been prepared in accordance with all

applicable International Financial Reporting Standards (“IFRSs”), which

collective term includes all applicable individual International Financial

Reporting Standards, International Accounting Standards (“IASs”) and

Interpretations issued by the International Accounting Standards Board

(“IASB”). These financial statements also comply with the disclosure

requirements of the Hong Kong Companies Ordinance and the applicable

disclosure provisions of the Rules Governing the Listing of Securities on

The Stock Exchange of Hong Kong Limited. Significant accounting policies

adopted by the Group are disclosed below.

The IASB has issued certain new and revised IFRSs that are first effective or

available for early adoption for the current accounting period of the Group.

Note 2(c) provides information on any changes in accounting policies

resulting from initial application of these developments to the extent that

they are relevant to the Group for the current and prior accounting periods

reflected in these financial statements.

1 一般資料

金輪天地控股有限公司（「本公司」）於二零一二年四月二十六日在開曼群島註冊成立為獲豁免有限公司，其股份自二零一三年一月十六日起於香港聯合交易所有限公司（「香港聯交所」）上市。

本公司為一間投資控股公司。本公司及其附屬公司（以下統稱「本集團」）主要從事物業發展、物業租賃及酒店營運。

2 重大會計政策

(a) 合規聲明本財務報表乃根據國際會計準則理事會（「國際會計準則理事會」）頒佈的所有適用的國際財務報告準則（「國際財務報告準則」）（此統稱包含所有適用的個別國際財務報告準則、國際會計準則（「國際會計準則」）及詮釋）而編製。本財務報表亦符合香港公司條例的披露規定及香港聯合交易所有限公司證券上市規則的適用披露規定。本集團採納的重大會計政策於下文披露。

國際會計準則理事會已頒佈若干新訂及經修訂國際財務報告準則，均於本集團當前會計期間首次生效或可供提早採納。附註2(c)載有就本財務報表中反映的當前及過往會計期間與本集團有關的首次應用該等發展而導致的任何會計政策變動的資料。




2 重大會計政策 (續 )

(b) 財務報表編製基準截至二零二零年十二月三十一日止年度的綜合財務報表包括本集團及本集團於聯營公司及合營企業的權益。

除下文會計政策中所載列者外，編製財務報表時乃以歷史成本法作為計量基準。

管理層須在編製符合國際財務報告準則的財務報表時作出會對政策的應用，以及資產、負債、收入及支出的報告數額構成影響的判斷、估計及假設。這些估計及相關假設是根據以往經驗及管理層因應當時情況認為合理的多項其他因素作出的，其結果構成了管理層在無法依循其他途徑即時得知資產與負債的賬面值時所作出判斷的基礎。實際結果可能有別於該等估計。

管理層會不斷審閱各項估計及相關假設。如果會計估計的修訂只是影響某一期間，其影響便會在該期間內確認；如果修訂對當前及未來期間均有影響，則在作出修訂的期間及未來期間確認。

有關管理層在應用國際財務報告準則時所作出對本財務報表有重大影響的判斷，以及主要的估計來源不確定因素的討論內容，載列於附註3。

2 SIGNIFICANT ACCOUNTING POLICIES (Continued)

(b) Basis of preparation of the financial statements

The consolidated financial statements for the year ended 31 December 2020

comprise the Group and the Group’s interest in associates and joint ventures.

The measurement basis used in the preparation of the financial statements is

the historical cost basis except as set out in the accounting policies hereunder.

The preparation of financial statements in conformity with IFRSs requires

management to make judgements, estimates and assumptions that affect the

application of policies and reported amounts of assets, liabilities, income and

expenses. The estimates and associated assumptions are based on historical

experience and various other factors that are believed to be reasonable

under the circumstances, the results of which form the basis of making the

judgements about carrying values of assets and liabilities that are not readily

apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis.

Revisions to accounting estimates are recognised in the period in which the

estimate is revised if the revision affects only that period, or in the period of

the revision and future periods if the revision affects both current and future

periods.

Judgements made by management in the application of IFRSs that have

significant effect on the financial statements and major sources of estimation

uncertainty are discussed in note 3.





(c) 會計政策的變動本集團已於當前會計期間對該等財務報表應用以下由國際會計準則委員會頒佈的國際財務報告準則的修訂本：

• 國際財務報告準則第3號修訂本，業務的定義

• 國際財務報告準則第16號修訂本，與Covid-19相關的租金減免

國際財務報告準則第3號修訂本，業務的定義並無對本集團於本期間或過往期間的業績及財務狀況的編製方式或於中期財務報告的呈列方式產生重大影響。本集團並無應用任何在當前會計期間尚未生效的新訂準則或詮釋，惟國際財務報告準則第16

號修訂本，與Covid-19相關的租金減免除外，此修訂本提供一項實際權宜之計，容許承租人不評估因Covid-19疫情直接導致的特定租金減免是否屬於租賃修訂，而是將該等租金減免入賬猶如其為非租賃修訂。採納經修訂國際財務報告準則所產生的影響論述如下：

國際財務報告準則第16號修訂本，與Covid-19相關的租金減免該修訂本提供一項實際權宜之計，容許承租人無須評估因Covid-19疫情直接導致的特定租金減免（「與Covid-19相關的租金減免」）是否屬於租賃修訂，而是將該等租金減免入賬列作非租賃修訂。

本集團已選擇提早採納該等修訂並於中期報告期間對授予本集團的所有合資格與Covid-19相關的租金減免應用實際權宜方法。因此，已收租金減免已就於觸發上述付款的事件或條件發生之期間在損益確認為負值的可變租賃付款入賬（見附註13(c)）。並未對於二零二零年一月一日的權益期初結餘產生任何影響。


(c) Changes in accounting policies

The Group has applied the following amendments to IFRSs issued by the

IASB to these financial statements for the current accounting period:

• Amendments to IFRS 3, Definition of a Business

• Amendment to IFRS 16, Covid-19-Related Rent Concessions

Amendments to IFRS 3, Definition of a Business does not a material effect on

how the Group’s results and financial position for the current or prior periods

have been prepared or presented in this interim financial report. The Group

has not applied any new standard or interpretation that is not yet effective

for the current accounting period except for the amendment to IFRS 16,

Covid-19-Related Rent Concessions, which provides a practical expedient

that allows lessees not to assess whether particular rent concessions occurring

as a direct consequence of the Covid-19 pandemic are lease modifications

and, instead, account for those rent concessions as if they were not lease

modifications. Impacts of the adoption of the amended IFRSs are discussed

below:

Amendment to IFRS 16, Covid-19-Related Rent Concessions

The amendment provides a practical expedient that allows a lessee to by-pass

the need to evaluate whether certain qualifying rent concessions occurring

as a direct consequence of the Covid-19 pandemic (“Covid-19-related rent

concessions”) are lease modifications and, instead, account for those rent

concessions as if they were not lease modifications.

The Group has elected to early adopt the amendments and applies the

practical expedient to all qualifying Covid-19-related rent concessions

granted to the Group during the interim reporting period. Consequently,

rent concessions received have been accounted for as negative variable lease

payments recognised in profit or loss in the period in which the event or

condition that triggers those payments occurred (see note 13(c)). There is no

impact on the opening balance of equity at 1 January 2020.





(d) 附屬公司及非控股權益附屬公司指本集團控制的實體。當本集團因參與某實體而對可變回報承擔風險或享有權利，並且有能力運用對該實體的權力影響該等回報，本集團即控制該實體。本集團在評估是否擁有權力時，僅考慮（本集團以及其他方所持有的）實質性權利。

於一間附屬公司之投資由開始控制當日起至終止控制日期止綜合入賬至綜合財務報表。集團內公司間之結餘、交易及現金流量以及集團內公司間交易所產生之未變現溢利，均於編製綜合財務報表時全數對銷。倘無減值跡象，則集團內公司間交易所產生之未變現虧損亦僅在此情況下以處理未變現收益之同一方法對銷。

非控股權益是指並非由本公司直接或間接應佔之附屬公司權益，及本集團並未與該等權益持有人達成任何額外條款，從而令本集團在總體上對該等權益產生合約責任，使其符合財務負債之定義。就每次業務合併而言，本集團可選擇按公平值或非控股權益應佔附屬公司可識別資產淨值之比例計量任何非控股權益。

非控股權益於綜合財務狀況表內列為權益，與本公司權益股東應佔權益分開呈列。本集團業績內之非控股權益於綜合損益及其他全面收益表內分開呈列為非控股權益與本公司權益股東之間年內損益總額及全面收益總額之分配。根據附註2(q)或2(r)，視乎負債性質，來自非控股權益持有人之貸款及其他有關該等持有人之合約責任於綜合財務狀況表列為金融負債。


(d) Subsidiaries and non-controlling interests

Subsidiaries are entities controlled by the Group. The Group controls

an entity when it is exposed, or has rights, to variable returns from its

involvement with the entity and has the ability to affect those returns

through its power over the entity. When assessing whether the Group has

power, only substantive rights (held by the Group and other parties) are

considered.

An investment in a subsidiary is consolidated into the consolidated financial

statements from the date that control commences until the date that control

ceases. Intra-group balances, transactions and cash flows and any unrealised

profits arising from intra-group transactions are eliminated in full in

preparing the consolidated financial statements. Unrealised losses resulting

from intra-group transactions are eliminated in the same way as unrealised

gains but only to the extent that there is no evidence of impairment.

Non-controlling interests represent the equity in a subsidiary not attributable

directly or indirectly to the Company, and in respect of which the Group has

not agreed any additional terms with the holders of those interests which

would result in the Group as a whole having a contractual obligation in

respect of those interests that meets the definition of a financial liability.

For each business combination, the Group can elect to measure any non-

controlling interests either at fair value or at the non-controlling interests’

proportionate share of the subsidiary’s net identifiable assets.

Non-controlling interests are presented in the consolidated statement of

financial position within equity, separately from equity attributable to the

equity shareholders of the Company. Non-controlling interests in the results

of the Group are presented on the face of the consolidated statement of profit

or loss and other comprehensive income as an allocation of the total profit or

loss and total comprehensive income for the year between non-controlling

interests and the equity shareholders of the Company. Loans from holders

of non-controlling interests and other contractual obligations towards these

holders are presented as financial liabilities in the consolidated statement of

financial position in accordance with note 2(q)or 2(r) depending on the nature

of the liability.





(d) 附屬公司及非控股權益（續）本集團於附屬公司之權益變動如不會導致喪失控制權，則入賬列作股本交易，據此會對綜合權益內控股權益及非控股權益金額作出調整，以反映相對權益變動，但不會就商譽作出調整，亦不會確認任何收益或虧損。

倘本集團失去對附屬公司之控制權，則入賬列作出售於該附屬公司之全部權益，因此而產生之收益或虧損會在損益中確認。失去控制權當日於該前附屬公司保留之任何權益會按公平值確認，而此金額會被視為初步確認金融資產之公平值（見附註2(g)），或（倘適用）初步確認於一間聯營公司或合營企業之投資成本（見附註2(e)）。

於本公司之財務狀況表內，於一間附屬公司之投資乃按成本減減值虧損（見附註2(k)）列賬，除非投資分類為持作出售（或計入分類為持作出售之出售組合）。


(d) Subsidiaries and non-controlling interests (Continued)

Changes in the Group’s interests in a subsidiary that do not result in a loss

of control are accounted for as equity transactions, whereby adjustments

are made to the amounts of controlling and non-controlling interests

within consolidated equity to reflect the change in relative interests, but no

adjustments are made to goodwill and no gain or loss is recognised.

When the Group loses control of a subsidiary, it is accounted for as a disposal

of the entire interest in that subsidiary, with a resulting gain or loss being

recognised in profit or loss. Any interest retained in that former subsidiary

at the date when control is lost is recognised at fair value and this amount is

regarded as the fair value on initial recognition of a financial asset (see note

2(g)) or, when appropriate, the cost on initial recognition of an investment in

an associate or joint venture (see note 2(e)).

In the Company’s statement of financial position, an investment in a

subsidiary is stated at cost less impairment losses (see note 2(k)), unless the

investment is classified as held for sale (or included in a disposal group that is

classified as held for sale).





(e) 聯營公司及合營企業聯營公司是指本集團或本公司對其有重大影響，但沒有控制或共同控制其管理層的實體；重大影響包括參與其財務及經營決策。

合營企業是一項安排，據此本集團或本公司與其他方協定分享對此項安排的控制權，並享有此項安排的資產淨值。

於聯營公司或合營企業的投資乃按權益法記入綜合財務報表，但分類為持有出售（或已計入分類為持有出售的出售組合）的投資除外。根據權益法，有關投資以成本初始入賬，並就本集團於收購日所佔被投資公司可辨別資產淨值的公平值超過投資成本的數額（如有）作出調整。投資成本包括購買價格、直接歸因於收購投資的其他成本，以及對構成本集團權益投資一部分的聯營公司或合營企業的任何直接投資。此後，就本集團所佔被投資公司資產淨值的收購後變動以及與該等投資有關的任何減值虧損作出調整（見附註2(k)(iii)）。於收購日超過成本的任何數額、本集團年內所佔被投資公司的收購後稅後業績及任何減值虧損在綜合損益表中確認，而本集團所佔被投資公司的收購後稅後其他全面收益項目則在綜合損益及其他全面收益表中確認。

當本集團應佔聯營公司或合營企業虧損超過其於聯營公司或合營企業的權益時，本集團所佔權益減少至零，並且不再確認額外虧損，惟倘本集團有法定或推定義務，或代被投資公司作出付款則除外。就此而言，在將預期信用損失模型應用於其他此類長期權益之後（如適用），本集團所佔權益乃以權益法計算投資的賬面金額，以及實質上構成本集團在聯營公司或合營企業投資淨額一部分的長期權益為準（見附註2(k)(i)）。


(e) Associates and joint ventures

An associate is an entity in which the Group or company has significant

influence, but not control or joint control, over its management, including

participation in the financial and operating policy decisions.

A joint venture is an arrangement whereby the Group or company and other

parties contractually agree to share control of the arrangement and have rights

to the net assets of the arrangement.

An investment in an associate or a joint venture is accounted for in the

consolidated financial statements under the equity method, unless it is

classified as held for sale (or included in a disposal group that is classified as

held for sale). Under the equity method, the investment is initially recorded

at cost, adjusted for any excess of the Group’s share of the acquisition-date fair

values of the investee’s identifiable net assets over the cost of the investment (if

any). The cost of the investment includes purchase price, other costs directly

attributable to the acquisition of the investment, and any direct investment

into the associate or joint venture that forms part of the Group’s equity

investment. Thereafter, the investment is adjusted for the post acquisition

change in the Group’s share of the investee’s net assets and any impairment

loss relating to the investment (see note 2(k)(iii)). Any acquisition-date

excess over cost, the Group’s share of the post-acquisition, post-tax results

of the investees and any impairment losses for the year are recognised in

the consolidated statement of profit or loss, whereas the Group’s share of

the post-acquisition post-tax items of the investees’ other comprehensive

income is recognised in the consolidated statement of profit or loss and other

comprehensive income.

When the Group’s share of losses exceeds its interest in the associate or the

joint venture, the Group’s interest is reduced to nil and recognition of further

losses is discontinued except to the extent that the Group has incurred legal

or constructive obligations or made payments on behalf of the investee. For

this purpose, the Group’s interest is the carrying amount of the investment

under the equity method, together with any other long-term interests that

in substance form part of the Group’s net investment in the associate or the

joint venture (after applying the ECL model to such other long-term interests

where applicable (see note 2(k)(i)).




2 重大會計政策（續）

(e) 聯營公司及合營企業（續）本集團與其聯營公司及合營企業之間交易所產生的未變現損益，均按本集團於被投資公司的權益比率抵銷；但如有未變現虧損證明已轉讓資產出現減值，則會即時在損益中確認。

如果於聯營公司的投資變為於合營企業的投資或於合營企業的投資變為於聯營公司的投資，則毋須重新計量保留權益。反之，有關投資繼續以權益法入賬。

在所有其他情況下，當本集團不再對聯營公司有重大影響力或對合營企業實施共同控制時，按出售有關被投資公司的全部權益列賬，由此產生的收益或虧損在損益中確認。在喪失重大影響力或共同控制權日期所保留有關前被投資公司的權益，按公平值確認，此筆金額在初始確認金融資產時視作為公平值（見附註2(g)）。

(f) 商譽商譽指以下兩者之差額(i) 所轉讓代價之公平值、於收購對象

的任何非控股權益金額及本集團過往於收購對象所持有股權之公平值的總和；減

(ii) 於收購日期所計量被收購對象可識別資產及負債之公平淨值。

當 (ii)項之金額大於 (i)項時，則其差額即時於損益中確認為議價購買之收益。


(e) Associates and joint ventures (Continued)

Unrealised profits and losses resulting from transactions between the Group

and its associates and joint venture are eliminated to the extent of the Group’s

interest in the investee, except where unrealised losses provide evidence of

an impairment of the asset transferred, in which case they are recognised

immediately in profit or loss.

If an investment in an associate becomes an investment in a joint venture or

vice versa, the retained interest is not remeasured. Instead, the investment

continues to be accounted for under the equity method.

In all other cases, when the Group ceases to have significant influence over an

associate or joint control over a joint venture, it is accounted for as a disposal

of the entire interest in that investee, with a resulting gain or loss being

recognised in profit or loss. Any interest retained in that former investee at

the date when significant influence or joint control is lost is recognised at fair

value and this amount is regarded as the fair value on initial recognition of a

financial asset (see note 2(g)).

(f) Goodwill

Goodwill represents the excess of

(i) the aggregate of the fair value of the consideration transferred, the

amount of any non-controlling interest in the acquiree and the fair

value of the Group’s previously held equity interest in the acquiree;

over

(ii) the net fair value of the acquiree’s identifiable assets and liabilities

measured as at the acquisition date.

When (ii) is greater than (i), then this excess is recognised immediately in

profit or loss as a gain on a bargain purchase.





(f) 商譽（續）商譽指以下兩者之差額（續）商譽按成本減累計減值虧損列賬。業務合併產生的商譽會分配至預期可透過合併的協同效益獲利的各現金產生單位或一組現金產生單位，並且每年接受減值測試（見附註2(k)）。

於年內出售的現金產生單位的任何應佔購入商譽均包括在出售項目的損益內。

(g) 其他債務及權益證券投資除於附屬公司、聯營公司及合營企業的投資外，本集團有關債務證券及權益證券投資的政策載列如下。

債務及權益證券投資於本集團承諾購買╱出售該項投資之日確認╱終止確認。該等投資按公平值加直接歸屬交易成本初始列示，惟按公平值計入損益計量的投資之交易成本直接於損益確認。有關本集團如何釐定金融工具公平值的說明，請參閱附註32。該等投資按其分類後續處理方式如下。


(f) Goodwill (Continued)

Goodwill represents the excess of (Continued)

Goodwill is stated at cost less accumulated impairment losses. Goodwill

arising on a business combination is allocated to each cash-generating unit, or

groups of cash generating units, that is expected to benefit from the synergies

of the combination and is tested annually for impairment (see note 2(k)).

On disposal of a cash generating unit during the year, any attributable

amount of purchased goodwill is included in the calculation of the profit or

loss on disposal.

(g) Other investments in debt and equity securities

The Group’s policies for investments in debt and equity securities, other than

investments in subsidiaries, associates and joint ventures, are set out below.

Investments in debt and equity securities are recognised/derecognised on the

date the Group commits to purchase/sell the investment. The investments are

initially stated at fair value plus directly attributable transaction costs, except

for those investments measured at fair value through profit or loss (FVPL)

for which transaction costs are recognised directly in profit or loss. For an

explanation of how the Group determines fair value of financial instruments,

see note 32. These investments are subsequently accounted for as follows,

depending on their classification.





(g) 其他債務及權益證券投資（續）(i) 權益投資以外的投資

本集團持有的非權益投資分類為以下計量類別之一：

– 如果本集團持有該項投資以收取合約現金流量（僅指支付本金及利息的付款），則按照攤銷成本計量，並採用實際利率法計算該項投資的利息收入（見附註2(v)(v)）。

– 如果該項投資的合約現金流量僅包含支付本金及利息的付款，且以收取合約現金流量及出售投資的商業模式為目標，則以按公平值計入其他全面收益（「按公平值計入其他全面收益」）（可轉回）計量。除預期信用損失、利息收入（以實際利率法計算）及匯兌損益於損益中確認外，公平值的變動於其他全面收益中確認。終止確認該等投資時，其他全面收益中的累計金額自權益轉入損益中列示。

– 倘該等投資不符合按攤銷成本或按公平值計入其他全面收益（可轉回）計量的標準，則以按公平值計入損益計量。該等投資（包括利息）的公平值變動於損益中確認。


(g) Other investments in debt and equity securities (Continued)

(i) Investments other than equity investments

Non-equity investments held by the Group are classified into one of the

following measurement categories:

– amortised cost, if the investment is held for the collection of

contractual cash flows which represent solely payments of principal

and interest. Interest income from the investment is calculated using

the effective interest method (see note 2(v)(v)).

– fair value through other comprehensive income (FVOCI) – recycling,

if the contractual cash flows of the investment comprise solely

payments of principal and interest and the investment is held within

a business model whose objective is achieved by both the collection of

contractual cash flows and sale. Changes in fair value are recognised

in other comprehensive income, except for the recognition in profit

or loss of expected credit losses, interest income (calculated using the

effective interest method) and foreign exchange gains and losses. When

the investment is derecognised, the amount accumulated in other

comprehensive income is recycled from equity to profit or loss.

– fair value at profit or loss (FVPL) if the investment does not meet the

criteria for being measured at amortised cost or FVOCI (recycling).

Changes in the fair value of the investment (including interest) are

recognised in profit or loss.





(g) 其他債務及權益證券投資（續）(ii) 權益投資

除非該權益投資並非以買賣目的持有，且在初始確認該等投資時，本集團做了一個不可撤銷的選擇將該項投資指定為以按公平值計入其他全面收益（不可轉回）計量，以便隨後的公平值變動於其他全面收益中確認，否則權益證券投資被分類為按公平值計入損益。本集團對每個金融工具單獨進行選擇分類，但該選擇分類僅在該項投資符合發行人角度下的權益定義方能進行。倘若進行上述選擇，其他全面收益中的累計金額將保留於公平值儲備中（不可轉回），直至出售該項投資。在出售該項投資時，公平值儲備中（不可轉回）的累計金額將轉入保留溢利，不會通過損益轉入。權益證券投資的股息無論是否按按公平值計入損益或按公平值計入其他全面收益進行分類，均按照附註2(v)(iv)所載列的政策於損益中確認為其他收入。

(h) 投資物業投資物業為租賃權益（見附註2(j)）下擁有或持有之土地及╱或樓宇，以賺取租金收入及╱或用於資本增值目的。投資物業包括所持有但現時尚未確定未來用途之土地及將興建或開發日後用作投資物業之物業。

投資物業按公平值列賬，除非有關投資物業於報告期末仍在興建或開發中及其公平值未能於當時可靠地計量。因公平值變動或廢棄或出售投資物業而產生之任何收益或虧損於損益中確認。投資物業的租金收入按附註2(v)(iii)所述入賬。



(ii) Equity investments

An investment in equity securities is classified as FVPL unless the equity

investment is not held for trading purposes and on initial recognition of

the investment the Group makes an irrevocable election to designate the

investment at FVOCI (non-recycling) such that subsequent changes in fair

value are recognised in other comprehensive income. Such elections are

made on an instrument-by-instrument basis but may only be made if the

investment meets the definition of equity from the issuer’s perspective. Where

such an election is made, the amount accumulated in other comprehensive

income remains in the fair value reserve (non-recycling) until the investment

is disposed of. At the time of disposal, the amount accumulated in the fair

value reserve (non-recycling) is transferred to retained earnings. It is not

recycled through profit or loss. Dividends from an investment in equity

securities, irrespective of whether classified as at FVPL or FVOCI, are

recognised in profit or loss as other income in accordance with the policy set

out in note 2(v)(iv).

(h) Investment properties

Investment properties are land and/or buildings which are owned or held

under a leasehold interest (see note 2(j)) to earn rental income and/or for

capital appreciation. These include land held for a currently undetermined

future use and property that is being constructed or developed for future use

as investment property.

Investment properties are stated at fair value, unless they are still in the

course of construction or development at the end of the reporting period

and their fair value cannot be reliably measured at that time. Any gain or

loss arising from a change in fair value or from the retirement or disposal of

an investment property is recognised in profit or loss. Rental income from

investment properties is accounted for as described in note 2(v)(iii).





(i) 物業、廠房及設備物業、廠房及設備以成本扣除累計折舊及減值虧損列賬（見附註2(k)）：

物業、廠房及設備的自建成本包括材料成本、直接勞工成本、所在地盤的項目拆遷及重建的初步估計（倘相關）成本，以及製作費用的適當比例及借貸成本（見附註2(x)）。

報廢或出售物業、廠房及設備項目所產生的收益或虧損乃以項目的出售所得款項淨額與賬面值之間的差額釐定，並在報廢或出售日期於損益確認。任何相關重估盈餘由重估儲備轉撥至保留溢利，且不會重新分類至損益。

物業、廠房及設備項目的折舊乃按照其下列估計可用年期以直線法撇銷其成本，再減去其估計剩餘價值（如有）：

– 租賃土地及酒店物業

20至50年

– 持作自用的土地及樓宇

20至36年

– 汽車 4至10年

– 電腦及辦公室設備

3年

– 租賃裝修隨著租期或超過5

年（以較短者為準）


(i) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated

depreciation and impairment losses (see note 2(k)):

The cost of self-constructed items of property, plant and equipment includes

the cost of materials, direct labour, the initial estimate, where relevant, of the

costs of dismantling and removing the items and restoring the site on which

they are located, and an appropriate proportion of production overheads and

borrowing costs (see note 2(x)).

Gains or losses arising from the retirement or disposal of an item of property,

plant and equipment are determined as the difference between the net

disposal proceeds and the carrying amount of the item and are recognised in

profit or loss on the date of retirement or disposal. Any related revaluation

surplus is transferred from the revaluation reserve to retained profits and is

not reclassified to profit or loss.

Depreciation is calculated to write off the cost of items of property, plant and

equipment, less their estimated residual value, if any, using the straight-line

method over their estimated useful lives as follows:

– Leasehold land and hotel property 20–50 years

– Land and buildings held for own use 20–36 years

– Motor vehicles 4–10 years

– Computers and office equipment 3 years

– Leasehold improvements over the lease period or 5 years,

whichever is shorter





(i) 物業、廠房及設備（續）使用權資產按未屆滿租期折舊。

若物業、廠房及設備項目中的部分的可用年期各有不同，項目成本或估值將合理地分配予不同部分，而各部分將分開計提折舊。本集團每年均會審閱資產的可用年期及其剩餘價值（如有）。

(j) 租賃資產訂立合約時，本集團評估合約是否為租賃或包含租賃。倘合約轉達了一段時間以控制對已識別資產的使用的權利以換取對價，則合約為租賃或包含租賃。當客戶有權主導該項已識別資產的使用，且從使用中獲取絕大部分的經濟利益時，控制權被轉移。

(i) 作為承租人倘合約包含租賃組成部分及非租賃組成部分，本集團已選擇不分拆非租賃組成部分，並對每個租賃組成部分及任何相關的非租賃組成部分作為一項單一的租賃進行會計處理。

於租賃開始日，本集團確認使用權資產及租賃負債，但租賃期為12個月或以下的短期租賃及低價值資產的租賃除外。當本集團就一項低價值資產訂立租賃時，本集團決定是否以逐項租賃為基礎將租賃資本化。與未資本化的租賃相關的租賃付款在租賃期內有系統地確認為費用。

若租賃被資本化，則租賃負債以租賃期內應付租賃付款的現值進行初始確認，並使用該項租賃的內含利率折現；或如果內含利率無法輕易釐定，則使用相關的增量借款利率。初始確認後，租賃負債以攤銷成本計量，且利息費用則採用實際利率法計算。不取決於指數或利率的可變租賃付款並不包含於租賃負債的計量中，並因此於其產生的會計期間計入損益。


(i) Property, plant and equipment (Continued)

Right-of-use assets are depreciated over the unexpired term of lease.

Where parts of an item of property, plant and equipment have different

useful lives, the cost or valuation of the item is allocated on a reasonable basis

between the parts and each part is depreciated separately. Both the useful life

of an asset and its residual value, if any, are reviewed annually.

(j) Leased assets

At inception of a contract, the Group assesses whether the contract is, or

contains, a lease. A contract is, or contains, a lease if the contract conveys the

right to control the use of an identified asset for a period of time in exchange

for consideration. Control is conveyed where the customer has both the right

to direct the use of the identified asset and to obtain substantially all of the

economic benefits from that use.

(i) As a lessee

Where the contract contains lease component(s) and non-lease component(s),

the Group has elected not to separate non-lease components and accounts for

each lease component and any associated non-lease components as a single

lease component for all leases.

At the lease commencement date, the Group recognises a right-of-use asset

and a lease liability, except for short-term leases that have a lease term of

12 months or less and leases of low-value assets which, for the Group are

primarily laptops and office furniture. When the Group enters into a lease

in respect of a low-value asset, the Group decides whether to capitalise the

lease on a lease-by-lease basis. The lease payments associated with those leases

which are not capitalised are recognised as an expense on a systematic basis

over the lease term.

Where the lease is capitalised, the lease liability is initially recognised at the

present value of the lease payments payable over the lease term, discounted

using the interest rate implicit in the lease or, if that rate cannot be readily

determined, using a relevant incremental borrowing rate. After initial

recognition, the lease liability is measured at amortised cost and interest

expense is calculated using the effective interest method. Variable lease

payments that do not depend on an index or rate are not included in the

measurement of the lease liability and hence are charged to profit or loss in

the accounting period in which they are incurred.





(j) 租賃資產（續）(i) 作為承租人（續）

租賃資本化時已確認的使用權資產按成本進行初始計量，其中包括租賃負債的初始金額加上任何於開始日或之前作出的租賃付款，以及產生的任何初始直接費用。在適用的情況下，使用權資產的成本亦包括將拆卸、搬移相關資產或復原相關資產或資產所在地點的費用估算折現至其現值，減去已收到的租賃優惠。使用權資產隨後按成本減去累計折舊及減值虧損列賬（見附註2(i)及2(k)(iii)）：

– 符合附註2(h)按公平值入賬之投資物業定義之使用權資產。

當指數或利率變動引起未來租賃付款發生變動；或本集團就餘值擔保下預計應付的金額發生變化；或由於重新評估本集團是否合理地行使購買、延期或終止選擇權而產生變化時，承租人重新計量租賃負債。當租賃負債以此方式重新計量時，對使用權資產的賬面價值作出相應調整，或倘使用權資產的賬面價值減至零，則計入損益。

當租賃範疇發生變化或租賃合約原先並無規定的租賃代價發生變化（「租賃修改」），且未作為單獨的租賃入賬時，則亦要對租賃負債進行重新計量。在該情況下，租賃負債根據經修訂的租賃付款和租賃期限，使用經修訂的貼現率在修改生效日重新計量。唯一的例外是因COVID-19疫情而直接產生的任何租金減免，且符合國際財務報告準則第16號租賃第46B段所載的條件。在該等情況下，集團利用國際財務報告準則第16號第46A段所載的實際權宜方法，確認代價變動，猶如其並非租賃修改。


(j) Leased assets (Continued)

(i) As a lessee (Continued)

The right-of-use asset recognised when a lease is capitalised is initially

measured at cost, which comprises the initial amount of the lease liability plus

any lease payments made at or before the commencement date, and any initial

direct costs incurred. Where applicable, the cost of the right-of-use assets also

includes an estimate of costs to dismantle and remove the underlying asset or

to restore the underlying asset or the site on which it is located, discounted to

their present value, less any lease incentives received. The right-of-use asset

is subsequently stated at cost less accumulated depreciation and impairment

losses (see notes 2(i) and 2(k)(iii)), except for the following types of right-of-

use asset:

– right-of-use assets that meet the definition of investment property are

carried at fair value in accordance with note 2(h).

The lease liability is remeasured when there is a change in future lease

payments arising from a change in an index or rate, or there is a change in

the Group’s estimate of the amount expected to be payable under a residual

value guarantee, or there is a change arising from the reassessment of whether

the Group will be reasonably certain to exercise a purchase, extension or

termination option. When the lease liability is remeasured in this way, a

corresponding adjustment is made to the carrying amount of the right-of-use

asset, or is recorded in profit or loss if the carrying amount of the right-of-use

asset has been reduced to zero.

The lease liability is also remeasured when there is a change in the scope of

a lease or the consideration for a lease that is not originally provided for in

the lease contract (“lease modification”) that is not account for as a separate

lease. In this case the lease liability is remeasured based on the revised lease

payments and lease term using a revised discount rate at the effective date of

the modification. The only exceptions are any rent concessions which arose

as a direct consequence of COVID-19 pandemic and which satisfied the

conditions set out in paragraph 46B of IFRS 16 Leases. In such cases, the

group took advantage of the practical expedient set out in paragraph 46A of

IFRS 16 and recognised the change in consideration as if it were not a lease

modification.





(j) 租賃資產（續）(i) 作為承租人（續）

本集團於綜合財務狀況表中的「物業、廠房及設備」項目列示不符合投資物業定義的使用權資產，並單獨列示租賃負債。

於綜合財務狀況表內，長期租賃負債的即期部分釐定為應於報告期後十二月內結算的合約付款的現值。

(ii) 作為出租人倘本集團作為出租人，其於租賃開始時釐定各租賃為融資租賃或經營租賃。倘租賃轉移相關資產所有權附帶之絕大部分風險及回報至承租人，則租賃分類為融資租賃。否則，租賃分類為經營租賃。

倘合約包含租賃及非租賃部分，本集團按相關單獨售價基準將合約代價分配至各部分。經營租賃所得租金收入根據附註2(v)(iii)

確認。

本集團為中介出租人，分租賃乃參考主租賃產生的使用權資產，分類為融資租賃或經營租賃。倘主租賃乃短期租賃而本集團應用附註2(j)(i)所述豁免，則本集團分類分租賃為經營租賃。




The Group presents right-of-use assets that do not meet the definition of

investment property in ‘property, plant and equipment’ and presents lease

liabilities separately in the consolidated statement of financial position.

In the consolidated statement of financial position, the current portion of

long-term lease liabilities is determined as the present value of contractual

payments that are due to be settled within twelve months after the reporting

period.

(ii) As a lessor

When the Group acts as a lessor, it determines at lease inception whether

each lease is a finance lease or an operating lease. A lease is classified as a

finance lease if it transfers substantially all the risks and rewards incidental to

the ownership of an underlying assets to the lessee. If this is not the case, the

lease is classified as an operating lease.

When a contract contains lease and non-lease components, the Group

allocates the consideration in the contract to each component on a relative

stand-alone selling price basis. The rental income from operating leases is

recognised in accordance with note 2(v)(iii).

When the Group is an intermediate lessor, the sub-leases are classified as a

finance lease or as an operating lease with reference to the right-of-use asset

arising from the head lease. If the head lease is a short-term lease to which

the Group applies the exemption described in note 2(j)(i), then the Group

classifies the sub-lease as an operating lease.





(k) 信貸虧損及資產減值(i) 源自金融工具、合約資產及應收租賃款項

的信貸虧損本集團就下列項目的預期信貸虧損確認虧損撥備：

– 按攤銷成本計量的金融資產（包括現金及現金等價物、貿易及其他應收款項（包括向聯營公司及合營企業提供的貸款，其持作收取合約現金流量（僅指支付本金付款）））；

– 國際財務報告準則第15號所界定的合約資產（見附註2(n)）；

– 按公平值計量並計入其他全面收益計量的債務證券（可劃轉）；及

– 應收租賃款項。

按公平值計量的其他金融資產（包括基金、按公平值計量並計入損益的權益證券以及結構性銀行按金）毋須進行預期信貸虧損評估。

預期信貸虧損之計量預期信貸虧損為信貸虧損之概率加權估計。信貸虧損以所有預期現金虧絀金額（即根據合約應付本集團之現金流量與本集團預計收到之現金流量之間之差額）之現值計量。

當貼現之影響屬重大時，預期現金差額乃按以下貼現率貼現：

– 固定利率金融資產、貿易及其他應收款項及合約資產：於初始確認時確定之實際利率或其近似利率；

– 浮動利率金融資產：當前實際利率；

– 應收租賃款項：計量應收租賃款項所用的貼現率。


(k) Credit losses and impairment of assets

(i) Credit losses from financial instruments, contract assets and lease

receivables

The Group recognises a loss allowance for expected credit losses (ECLs) on the

following items:

– financial assets measured at amortised cost (including cash and cash

equivalents, trade and other receivables, including loans to associates

and joint ventures, which are held for the collection of contractual cash

flows which represent solely payments of principal);

– contract assets as defined in IFRS 15 (see note 2(n));

– debt securities measured at FVOCI (recycling); and

– lease receivables.

Other financial assets measured at fair value, including funds, equity

securities measured at FVPL, and structured bank deposits, are not subject to

the ECL assessment.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are

measured as the present value of all expected cash shortfalls (i.e. the difference

between the cash flows due to the Group in accordance with the contract and

the cash flows that the Group expects to receive).

The expected cash shortfalls are discounted using the following discount rates

where the effect of discounting is material:

– fixed-rate financial assets, trade and other receivables and contract

assets: effective interest rate determined at initial recognition or an

approximation thereof;

– variable-rate financial assets: current effective interest rate;

– lease receivables: discount rate used in the measurement of the lease

receivable.





(k) 信貸虧損及資產減值（續）(i) 源自金融工具、合約資產及應收租賃款項

的信貸虧損（續）預期信貸虧損之計量（續）估計預期信貸虧損時考慮之最長期限是本集團承受信貸風險之最長合約期限。

在計量預期信貸虧損時，本集團會考慮可用之合理且可支援之資料，而無須付出不必要之成本或努力，包括關於過去事件，當前狀況及未來經濟狀況預測之資料。

預期信貸虧損之計量根據以下任何一項為基礎：

– 12個月之預期信貸虧損：此乃預期在報告日期後12個月內可能發生之違約事件所產生之虧損；及

– 整個存續期之預期信貸虧損：此乃預期信貸虧損模式應用於項目預期年期內所有可能發生之違約事件所產生之虧損。

貿易及其他應收款項、應收租賃款項及合約資產之虧損撥備一般按等同於整個存續期預期信貸虧損的金額計量。於報告日期，該等金融資產的預期信貸虧損乃根據本集團歷史信貸虧損經驗使用撥備矩陣估計，並經對債務人屬特別的因素以及對目前及預測一般經濟狀況的評估予以調整。

對於所有其他金融工具，本集團確認相等於12個月預期信貸虧損的虧損撥備，除非金融工具的信貸風險自初始確認以來顯著上升，在此情況下，虧損撥備按相等於整個存續期預期信貸虧損的數額計量。


(k) Credit losses and impairment of assets (Continued)


receivables (Continued)

Measurement of ECLs (Continued)

The maximum period considered when estimating ECLs is the maximum

contractual period over which the Group is exposed to credit risk.

In measuring ECLs, the Group takes into account reasonable and supportable

information that is available without undue cost or effort. This includes

information about past events, current conditions and forecasts of future

economic conditions.

ECLs are measured on either of the following bases:

– 12-month ECLs: these are losses that are expected to result from

possible default events within the 12 months after the reporting date;

and

– lifetime ECLs: these are losses that are expected to result from all

possible default events over the expected lives of the items to which

the ECL model applies.

Loss allowances for trade and other receivables, lease receivables and contract

assets are always measured at an amount equal to lifetime ECLs. ECLs on

these financial assets are estimated using a provision matrix based on the

Group’s historical credit loss experience, adjusted for factors that are specific

to the debtors and an assessment of both the current and forecast general

economic conditions at the reporting date.

For all other financial instruments, the Group recognises a loss allowance

equal to 12-month ECLs unless there has been a significant increase in credit

risk of the financial instrument since initial recognition, in which case the

loss allowance is measured at an amount equal to lifetime ECLs.






的信貸虧損（續）信貸風險顯著上升在評估一項金融工具的信用風險自初始確認後是否顯著增加時，本集團將於報告日評估的金融工具違約風險與初始確認日的違約風險進行比較。在進行重估時，本集團認為當 (i)借款人不可能全額履行其對本集團的信用義務而本集團未通過追索實現擔保（如有）；或 (ii)該金融資產逾期90天，確定為違約事件。本集團對合理及可支持的定量及定性資料均進行斟酌，其中包括無需付出不當成本或努力即可取得的經驗及前瞻性資料。

具體而言，評估信貸風險自初始確認以來是否顯著上升時會考慮以下資料：

– 未能於合約到期日支付本金或利息；

– 金融工具外部或內部信貸評級（如適用）的實際或預期顯著惡化；

– 債務人經營業績實際或預期顯著惡化；及

– 技術、市場、經濟或法律環境的目前或預期變動，對債務人向本集團償還債項的能力造成重大不利影響。

視乎金融工具的性質，評估信貸風險顯著上升按單獨基準或集合基準進行。當按集合基準評估時，金融工具基於共用信貸風險特徵分組，例如逾期狀態及信貸風險評級。





Significant increases in credit risk

In assessing whether the credit risk of a financial instrument has increased

significantly since initial recognition, the Group compares the risk of default

occurring on the financial instrument assessed at the reporting date with

that assessed at the date of initial recognition. In making this reassessment,

the Group considers that a default event occurs when (i) the borrower is

unlikely to pay its credit obligations to the Group in full, without recourse

by the Group to actions such as realising security (if any is held); or (ii) the

financial asset is 90 days past due. The Group considers both quantitative

and qualitative information that is reasonable and supportable, including

historical experience and forward-looking information that is available

without undue cost or effort.

In particular, the following information is taken into account when assessing

whether credit risk has increased significantly since initial recognition:

– failure to make payments of principal or interest on their contractually

due dates;

– an actual or expected significant deterioration in a financial

instrument’s external or internal credit rating (if available);

– an actual or expected significant deterioration in the operating results

of the debtor; and

– existing or forecast changes in the technological, market, economic or

legal environment that have a significant adverse effect on the debtor’s

ability to meet its obligation to the Group.

Depending on the nature of the financial instruments, the assessment of a

significant increase in credit risk is performed on either an individual basis or

a collective basis. When the assessment is performed on a collective basis, the

financial instruments are grouped based on shared credit risk characteristics,

such as past due status and credit risk ratings.






的信貸虧損（續）信貸風險顯著上升（續）預期信貸虧損於各報告日期重新計量，以反映自初始確認以來金融工具的信貸風險變動。預期信貸虧損金額的任何變動均於損益中確認為減值收益或虧損。本集團確認所有金融工具的減值收益或虧損，並透過虧損撥備賬相應調整其賬面值，惟按公平值計入其他全面收益（可劃轉）計量的債務證券投資除外，其虧損撥備於其他全面收益中確認並於公平值儲備（可劃轉）中累計。

利息收入計量基準根據附註2(v)(v)確認的利息收入按金融資產的總賬面值計算，除非該金融資產出現信貸減值，則利息收入按金融資產的攤銷成本（即總賬面值減虧損撥備）計算。

於各個報告日期，本集團評估金融資產是否出現信貸減值。當發生對金融資產估計未來現金流量有不利影響之一個或多個事件時，金融資產出現信貸減值。

金融資產信貸減值之證據包括以下可觀察事項：

– 債務人陷入重大財政困難；

– 違約，如拖欠或逾期事件；

– 借款人可能進行破產清算或其他財務重組；

– 技術、市場、經濟或法律環境發生重大變化，並對債務人產生不利影響；或

– 因發行人遭遇財務困難致使該證券失去活躍市場。





Significant increases in credit risk (Continued)

ECLs are remeasured at each reporting date to reflect changes in the financial

instrument’s credit risk since initial recognition. Any change in the ECL

amount is recognised as an impairment gain or loss in profit or loss. The

Group recognises an impairment gain or loss for all financial instruments

with a corresponding adjustment to their carrying amount through a loss

allowance account, except for investments in debt securities that are measured

at FVOCI (recycling), for which the loss allowance is recognised in other

comprehensive income and accumulated in the fair value reserve (recycling).

Basis of calculation of interest income

Interest income recognised in accordance with note 2(v)(v) is calculated

based on the gross carrying amount of the financial asset unless the financial

asset is credit-impaired, in which case interest income is calculated based on

the amortised cost (i.e. the gross carrying amount less loss allowance) of the

financial asset.

At each reporting date, the Group assesses whether a financial asset is credit-

impaired. A financial asset is credit-impaired when one or more events that

have a detrimental impact on the estimated future cash flows of the financial

asset have occurred.

Evidence that a financial asset is credit-impaired includes the following

observable events:

– significant financial difficulties of the debtor;

– a breach of contract, such as a default or past due event;

– it becoming probable that the borrower will enter into bankruptcy or

other financial reorganisation;

– significant changes in the technological, market, economic or legal

environment that have an adverse effect on the debtor; or

– the disappearance of an active market for a security because of financial

difficulties of the issuer.






的信貸虧損（續）撇銷政策若日後實際上不可收回款項，本集團則會撇銷（部分或全部）金融資產、應收租賃款項或合約資產的總賬面金額。該情況通常出現在本集團確定債務人沒有資產或收入來源以可產生足夠的現金流量來償還應撇銷的金額。

之前撇銷之資產隨後之收回作為減值撥回在作出收回的期間於損益內確認。

(ii) 已發出財務擔保的信貸虧損財務擔保是指規定發行人（即擔保人）根據債務工具的條款支付指定款項，以補償受擔保人的受益人（「持有人」）因某一特定債務人不能償付到期債務而產生的損失的合約。

就財務擔保合約而言，本集團成為不可撤銷承諾一方之日期視為用以評估金融工具減值之初步確認日期。在評估自初步確認財務擔保合約以來信貸風險有否顯著增加時，本集團考慮指定債務人違反合約之風險變化。

就財務擔保合約而言，本集團只需當債務人發生遺約事件時，根據該工具所擔保之條款支付款項。因此，預期信貸虧損等於預期需要支付予合約持有人作為發生信貸虧損之補償減去任何本集團預期從合約持有人、債務人或其他人士所收取之金額的現值。





Write-off policy

The gross carrying amount of a financial asset, lease receivable or contract

asset is written off (either partially or in full) to the extent that there is no

realistic prospect of recovery. This is generally the case when the Group

determines that the debtor does not have assets or sources of income that

could generate sufficient cash flows to repay the amounts subject to the write-

off.

Subsequent recoveries of an asset that was previously written off are

recognised as a reversal of impairment in profit or loss in the period in which

the recovery occurs.

(ii) Credit losses from financial guarantees issued

Financial guarantees are contracts that require the issuer (i.e. the guarantor)

to make specified payments to reimburse the beneficiary of the guarantee (the

“holder”) for a loss the holder incurs because a specified debtor fails to make

payment when due in accordance with the terms of a debt instrument.

For financial guarantee contracts, the date that the Group becomes a party to

the irrevocable commitment is considered to be the date of initial recognition

for the purposes of assessing the financial instrument for impairment. In

assessing whether there has been a significant increase in the credit risk since

initial recognition of a financial guarantee contract, the Group considers the

changes in the risk that the specified debtor will default on the contract.

For a financial guarantee contract, the Group is required to make payments

only in the event of a default by the debtor in accordance with the terms of

the instrument that is guaranteed. Accordingly, the expected losses is the

present value of the expected payments to reimburse the holder for a credit

loss that it incurs less any amounts that the Group expects to receive from the

holder, the debtor or any other party.





(k) 信貸虧損及資產減值（續）(ii) 已發出財務擔保的信貸虧損（續）

對於無法確定實際利率之金融擔保合約之預期信貸虧損，本集團將應用一個可反映目前市場對貨幣之時間價值之評估以及現金流量之特定風險（有關風險僅於通過調整所貼現現金短欠範圍內方予以考慮）的貼現率。

為釐定預期信貸虧損，本集團會考慮特定債務人的違約風險自發出擔保以來的變動，並會計量12個月的預期信貸虧損，除非特定債務人的違約風險自發出擔保以來出現大幅增加，在該情況下，則會計量整個存續期的預期信貸虧損。附註2(k)(i)內所述的相同違約定義以及信貸風險是否顯著增加的相同評估適用於此。

由於本集團僅須於特定債務人根據所擔保工具的條款違約時作出付款，故預期信貸虧損會按預期就賠償持有人引致的信貸虧損而作出的付款，減本集團預期從擔保持有人、特定債務人或任何其他人士收取的任何款項估計。

(iii) 其他非流動資產的減值本集團於每個報告期末需審閱內部及外來資料來源，以辨識下列資產是否有可能減值或（商譽除外）先前已確認的減值虧損不再存在或可能已經減少的跡象：

– 物業、廠房及設備，包括使用權資產；

– 商譽；

– 於聯營公司及合營企業的權益；及

– 在本公司財務狀況表中列示的於附屬公司的投資。



(ii) Credit losses from financial guarantees issued (Continued)

For ECL on financial guarantee contracts for which the effective interest rate

cannot be determined, the Group will apply a discount rate that reflects the

current market assessment of the time value of money and the risks that are

specific to the cash flows but only if, and to the extent that, the risks are

taken into account by adjusting the discount rate instead of adjusting the

cash shortfalls being discounted.

To determine ECLs, the Group considers changes in the risk of default of

the specified debtor since the issuance of the guarantee. A 12-month ECL is

measured unless the risk that the specified debtor will default has increased

significantly since the guarantee is issued, in which case a lifetime ECL

is measured. The same definition of default and the same assessment of

significant increase in credit risk as described in note 2(k)(i) apply.

As the Group is required to make payments only in the event of a default

by the specified debtor in accordance with the terms of the instrument

that is guaranteed, an ECL is estimated based on the expected payments

to reimburse the holder for a credit loss that it incurs less any amount that

the Group expects to receive from the holder of the guarantee, the specified

debtor or any other party.

(iii) Impairment of other non-current assets

Internal and external sources of information are reviewed at the end of each

reporting period to identify indications that the following assets may be

impaired or, except in the case of goodwill, an impairment loss previously

recognised no longer exists or may have decreased:

– property, plant and equipment, including right-of-use assets;

– goodwill;

– interests in associates and joint ventures; and

– investments in subsidiaries in the Company’s statement of financial

position.





(k) 信貸虧損及資產減值（續）(iii) 其他非流動資產的減值（續）

如果出現任何這類跡象，便會估計資產的可收回數額。此外，就商譽而言，不論是否有任何減值跡象存在，本集團也會每年估計其可收回數額。

– 計算可收回數額資產的可收回金額為其公平值減出售成本及使用價值之間的較高者。在評估使用價值時，預計未來現金流量將按除稅前貼現率貼現至現值，以反映市場目前對貨幣的時間值和該資產的特定風險的評估。倘某項資產所產生的現金流入並非大致上獨立於其他資產的現金流入，則按獨立產生現金流入的最小一組資產組合（即一個現金產生單位）釐定可收回金額。

– 減值虧損的確認若資產或其所屬現金產生單位的賬面值超逾其可收回金額，則於損益中確認其減值虧損。為現金產生單位而確認的減值虧損，將首先用以撇減分配予該現金產生單位（或一組單位）的任何商譽的賬面值，然後按比例減少單位（或一組單位）內其他資產的賬面值，但資產的賬面值不可減至低於其扣除出售成本後的公平值（如可計量）或使用價值（如可確定）。

– 減值虧損的撥回有關商譽以外的資產，倘據以釐定可收回金額的估計基準出現有利的變化，則減值虧損將會撥回。商譽的減值虧損則不會被撥回。

減值虧損的撥回不會超過假設該資產於過往年度並無確認減值虧損而釐定的賬面值。減值虧損的撥回將於確認撥回的年度內計入損益內。



(iii) Impairment of other non-current assets (Continued)

If any such indication exists, the asset’s recoverable amount is estimated. In

addition, for goodwill, the recoverable amount is estimated annually whether

or not there is any indication of impairment.

– Calculation of recoverable amount

The recoverable amount of an asset is the greater of its fair value less costs of

disposal and value in use. In assessing value in use, the estimated future cash

flows are discounted to their present value using a pre-tax discount rate that

reflects current market assessments of the time value of money and the risks

specific to the asset. Where an asset does not generate cash inflows largely

independent of those from other assets, the recoverable amount is determined

for the smallest group of assets that generates cash inflows independently (i.e.

a cash-generating unit).

– Recognition of impairment losses

An impairment loss is recognised in profit or loss if the carrying amount of an

asset, or the cash-generating unit to which it belongs, exceeds its recoverable

amount. Impairment losses recognised in respect of cash-generating units

are allocated first to reduce the carrying amount of any goodwill allocated to

the cash-generating unit (or group of units) and then, to reduce the carrying

amount of the other assets in the unit (or group of units) on a pro rata basis,

except that the carrying value of an asset will not be reduced below its

individual fair value less costs of disposal (if measurable) or value in use (if

determinable).

– Reversals of impairment losses

In respect of assets other than goodwill, an impairment loss is reversed

if there has been a favourable change in the estimates used to determine

the recoverable amount. An impairment loss in respect of goodwill is not

reversed.

A reversal of an impairment loss is limited to the asset’s carrying amount that

would have been determined had no impairment loss been recognised in prior

years. Reversals of impairment losses are credited to profit or loss in the year

in which the reversals are recognised.





(k) 信貸虧損及資產減值（續）(iv) 中期財務報告及減值

根據香港聯合交易所有限公司證券上市規則，本集團須就財政年度的首六個月編製符合國際會計準則第34號「中期財務報告」規定的中期財務報告。本集團在中期期末採用了在財政年度終結時會採用的相同減值測試、確認及撥回準則（見附註2(k)(i)及(ii)）。

於中期期間確認有關商譽的減值虧損在往後期間不會撥回。縱然只於包括該中期期間的財政年度末作出的減值評估確認無虧損或較少虧損，於中期期間確認的減值虧損仍不會撥回。

(l) 開發中待售物業開發中待售物業指在日常業務過程中開發作日後銷售的位於中華人民共和國（「中國」）的租賃土地及樓宇，乃按成本及可變現淨值的較低者入賬。成本包括土地使用權成本、建築成本、資本化借貸成本及其他直接開發開支。可變現淨值指在日常業務過程中的估計售價減估計竣工成本及進行銷售所需的估計成本。開發中待售物業於開發完成時轉撥至已竣工待售物業。



(iv) Interim financial reporting and impairment

Under the Rules Governing the Listing of Securities on the Stock Exchange

of Hong Kong Limited, the Group is required to prepare an interim financial

report in compliance with IAS 34, Interim financial reporting, in respect of

the first six months of the financial year. At the end of the interim period, the

Group applies the same impairment testing, recognition, and reversal criteria

as it would at the end of the financial year (see notes 2(k)(i) and (ii)).

Impairment losses recognised in an interim period in respect of goodwill

are not reversed in a subsequent period. This is the case even if no loss, or a

smaller loss, would have been recognised had the impairment been assessed

only at the end of the financial year to which the interim period relates.

(l) Property under development for sale

Properties under development for sale, representing leasehold land and

buildings located in the People’s Republic of China (the “PRC”) under

development for future sale in the ordinary course of business, are stated at

the lower of cost and net realizable value. Cost comprises the costs of land

use rights, construction costs, borrowing costs capitalised and other direct

development expenditure. Net realizable value represents the estimated

selling price in the ordinary course of business less estimated costs of

completion and the estimated costs necessary to make the sale. Properties

under development for sale are transferred to completed properties for sale

upon completion of development.





(m) 已竣工待售物業已竣工待售物業按成本及可變現淨值的較低者入賬。成本包括土地使用權成本、建築成本、資本化借貸成本及其他直接開發開支。可變現淨值指在日常業務過程中的估計售價減進行銷售所需的估計成本。

當已竣工待售物業轉撥至物業、廠房及設備（以擁有人開始佔用為證）時，該物業的賬面值為轉撥當日的確定成本。

當持有物業之意圖有變，改為賺取租金或╱及資本增值而非於日常業務過程中出售，則已竣工待售物業轉撥至投資物業，其以開始向另一方訂立經營租約為證。該物業於轉讓日期之公平值與其過往賬面值之任何差額於損益確認。

(n) 合約資產及合約負債在本集團有權無條件獲取合約所載付款條款代價前確認收益（見附註2(v)）時確認合約資產。合約資產按附註2(k)(i)所載政策就預期信貸虧損而獲評估，並在代價權利成為無條件後獲重新分類至應收款項（見附註2(o)）。

合約負債於客戶在本集團確認相關收益前支付不可退還代價時確認（見附註2(v)）。倘本集團於本集團確認相關收益前擁有無條件收取不可退還代價之權利，則確認合約負債。在此等情況下，亦將確認相應的應收賬款（見附註2(o)）。

就與客戶的單份合約而言，呈列為合約資產淨值或合約負債淨額。就多份合約而言，不相關合約的合約資產及合約負債不會按淨額基準呈列。

倘合約包含重大融資部分時，合約餘額包括按實際利息法應計的利息（見附註2(v)）。


(m) Completed properties for sale

Completed properties for sale are stated at the lower of cost and net realizable

value. Cost comprises the costs of land use rights, construction costs,

borrowing costs capitalised and other direct development expenditure. Net

realizable value represents the estimated selling price in the ordinary course

of business less the estimated costs necessary to make the sale.

When a completed property for sale is transferred to property, plant and

equipment as evidenced by commencement of owner-occupation, the carrying

amount of such property is the deemed costs at the date of transfer.

When a completed property for sale is transferred to investment property

when there is a change of intention to hold the property to earn rentals or/and

for capital appreciation rather than for sale in the ordinary course of business,

which is evidenced by the inception of an operating lease to another party.

Any difference between the fair value of the property at the date of transfer

and its previous carrying amount is recognized in profit or loss.

(n) Contract assets and contract liabilities

A contract asset is recognised when the Group recognises revenue (see

note 2(v)) before being unconditionally entitled to the consideration under

the payment terms set out in the contract. Contract assets are assessed for

expected credit losses (ECL) in accordance with the policy set out in note 2(k)

(i) and are reclassified to receivables when the right to the consideration has

become unconditional (see note 2(o)).

A contract liability is recognised when the customer pays non-refundable

consideration before the Group recognises the related revenue (see note

2(v)). A contract liability would also be recognised if the Group has an

unconditional right to receive non-refundable consideration before the Group

recognises the related revenue. In such cases, a corresponding receivable

would also be recognised (see note 2(o)).

For a single contract with the customer, either a net contract asset or a net

contract liability is presented. For multiple contracts, contract assets and

contract liabilities of unrelated contracts are not presented on a net basis.

When the contract includes a significant financing component, the contract

balance includes interest accrued under the effective interest method (see note

2(v)).





(o) 貿易及其他應收款項應收款項於本集團有無條件權利收取代價時予以確認。倘代價僅隨時間推移即會成為到期應付，則收取代價的權利為無條件。倘收入於本集團有無條件權利收取代價前已確認，則數額按合約資產呈列（見附註2(n)）。

應收款項以實際利息法減信貸虧損撥備按攤銷成本列賬（見附註2(k)(i)）。

(p) 現金及現金等價物現金及現金等價物包括銀行及手頭現金、存放於銀行及其他金融機構的活期存款，以及流動性極高的短期投資，而這些投資可即時轉換為已知數額的現金並無需承受重大的價值變動風險，及在購入後三個月內到期。為了編製綜合現金流量表，本集團按要求償還並且構成本集團現金管理的一部分的銀行透支亦列為現金及現金等價物。現金及現金等價物根據附註2(k)(i)所載之政策評估預期信貸虧損。

(q) 貿易及其他應付款項貿易及其他應付款項初步按公平值確認。除根據附註2(k)(ii)計量的金融擔保負債外，貿易及其他應付款項其後則按攤銷成本列賬，如貼現影響並不重大，則按成本列賬。

(r) 計息借款計息借款最初按公平值減交易成本計量。初步確認後則以實際利息法按攤銷成本列賬。利息開支根據本集團借款成本的會計政策確認（見附註2(x)）。


(o) Trade and other receivables

A receivable is recognised when the Group has an unconditional right to

receive consideration. A right to receive consideration is unconditional if only

the passage of time is required before payment of that consideration is due.

If revenue has been recognised before the Group has an unconditional right

to receive consideration, the amount is presented as a contract asset (see note

2(n)).

Receivables are stated at amortised cost using the effective interest method

less allowance for credit losses (see note 2(k)(i)).

(p) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand

deposits with banks and other financial institutions, and short-term, highly

liquid investments that are readily convertible into known amounts of cash

and which are subject to an insignificant risk of changes in value, having

been within three months of maturity at acquisition. Bank overdrafts that

are repayable on demand and form an integral part of the Group’s cash

management are also included as a component of cash and cash equivalents

for the purpose of the consolidated cash flow statement. Cash and cash

equivalents are assessed for expected credit losses (ECL) in accordance with

the policy set out in note 2(k)(i).

(q) Trade and other payables

Trade and other payables are initially recognised at fair value. Except for

financial guarantee liabilities measured in accordance with note 2(k)(ii), trade

and other payables are subsequently stated at amortised cost unless the effect

of discounting would be immaterial, in which case they are stated at cost.

(r) Interest-bearing borrowings

Interest-bearing borrowings are measured initially at fair value less transaction

costs. Subsequent to initial recognition, interest-bearing borrowings are

stated at amortised cost using the effective interest method. Interest expense

is recognised in accordance with the Group’s accounting policy for borrowing

costs (see note 2(x)).





(s) 僱員福利(i) 短期僱員福利及界定供款退休計劃的供款

薪酬、年度花紅、有薪年假、界定供款退休計劃的供款及非貨幣利益的成本，將於僱員提供相關服務的年度內計提。倘付款或結算出現遞延並造成重大影響，則有關數額將按現值列賬。

本集團根據強制性公積金計劃條例為香港所有合資格僱員設立一項強制性公積金計劃（「強積金計劃」）。計劃的資產與本集團的資產分開持有，並存放於受託人控制的基金。本集團按僱員薪金成本的5%向該計劃供款，供款與僱員一致。

中國附屬公司的僱員為中國政府管理的國家管理退休福利計劃（「中國計劃」）成員。中國附屬公司須按僱員工資的特定比率向該退休福利計劃供款，以撥付該項福利所需的款項。本集團就該退休福利計劃的唯一責任為根據該計劃作出所需供款。


(s) Employee benefits

(i) Short-term employee benefits and contributions to defined

contribution retirement plans

Salaries, annual bonuses, paid annual leave, contributions to defined

contribution retirement plans and the cost of non-monetary benefits are

accrued in the year in which the associated services are rendered by employees.

Where payment or settlement is deferred and the effect would be material,

these amounts are stated at their present values.

The Group operates a Mandatory Provident Fund Scheme (“MPF Scheme”)

for all qualifying employees in Hong Kong under the Mandatory Provident

Fund Scheme Ordinance. The assets of the schemes are held separately

from those of the Group, in funds under the control of trustees. The Group

contributes 5% of relevant payroll costs to the scheme, which contributions is

matched by employees.

The employees of the PRC subsidiaries are members of the state-managed

retirement benefits scheme operated by the PRC government (the “PRC

Scheme”) The PRC subsidiaries are required to contribute specified rate of

the employees’ salaries to the retirement benefits scheme to fund the benefits.

The only obligation of the Group with respect to the retirement benefits

scheme is to make the required contributions under the scheme.





(s) 僱員福利（續）(ii) 以股份為基礎的付款

授予僱員的購股權按公平值確認為僱員成本，而權益中的資本儲備亦會相應增加。公平值乃於授予日以二項式點陣模型計量，並會考慮到期權授予條款和條件。如果僱員須符合歸屬條件才能無條件地享有期權的權利，在考慮到期權歸屬的可能性後，估計授予期權的公平值便會在整個歸屬期內分攤。

本公司會在歸屬期內審閱預期歸屬的購股權數目。已於以往年度確認的累計公平值因此所作的任何調整會在審閱當年在損益中扣除╱計入並對資本儲備作出相應調整，除非原來的僱員開支符合資格確認為資產，則當別論。已確認為支出的數額會在歸屬日作出調整，以反映所歸屬期權的實際數目（同時對資本儲備作出相應的調整）；但只會在無法符合與本公司股份市價相關的歸屬條件時才會放棄購股權。權益數額在資本儲備中確認，直至期權獲行使（計入於已發行股份的股本中確認的金額）或期權到期（直接轉入保留溢利）時為止。


(s) Employee benefits (Continued)

(ii) Share-based payments

The fair value of share options granted to employees is recognised as an

employee cost with a corresponding increase in a capital reserve within

equity. The fair value is measured at grant date using the binomial lattice

model, taking into account the terms and conditions upon which the options

were granted. Where the employees have to meet vesting conditions before

becoming unconditionally entitled to the options, the total estimated fair

value of the options is spread over the vesting period, taking into account the

probability that the options will vest.

During the vesting period, the number of share options that is expected

to vest is reviewed. Any resulting adjustment to the cumulative fair value

recognised in prior years is charged/credited to the profit or loss for the year

of the review, unless the original employee expenses qualify for recognition

as an asset, with a corresponding adjustment to the capital reserve. On

vesting date, the amount recognised as an expense is adjusted to reflect the

actual number of options that vest (with a corresponding adjustment to the

capital reserve) except where forfeiture is only due to not achieving vesting

conditions that relate to the market price of the Company’s shares. The equity

amount is recognised in the capital reserve until either the option is exercised

(when it is included in the amount recognised in share capital for the shares

issued) or the option expires (when it is released directly to retained profits).





(t) 所得稅年內所得稅包括即期稅項和遞延稅項資產及負債的變動。即期稅項和遞延稅項資產及負債的變動於損益中確認，但倘與在其他全面收益或直接在權益賬中確認的項目有關，則有關的稅項分別於其他全面收益或直接於權益中確認。

即期稅項是根據年內應課稅收入，按報告期末已實施或實質實施的稅率計算的預期應付稅項，及就以往年度的應付稅項作出的任何調整。

遞延稅項資產及負債乃分別源自資產及負債作財務報告的賬面值及其稅項基礎值所產生的可扣稅和應課稅的暫時性差異。遞延稅項資產亦會來自尚未使用的稅務虧損及尚未使用的稅務抵免。

除若干有限例外情況外，所有遞延稅項負債及所有遞延稅項資產均於日後可能有應課稅盈利用以抵銷可動用資產時確認。可支持確認源自可扣稅暫時性差異的遞延稅項資產的未來應課稅利潤包括因撥回現有應課稅暫時性差異時所產生者，惟這些差異必須與同一稅務機關及同一稅務實體有關，並預期會在預期撥回可扣稅暫時性差異的同一期間或產生自遞延稅項資產的稅務虧損可向後期或前期結轉的期間撥回。在釐定現有應課稅暫時性差異是否支援確認未使用的稅務虧損及抵免所產生的遞延稅項資產時，會採用上述同一標準，即倘該等暫時性差異與同一稅務機關及同一稅務實體有關，並預期會在可使用上述稅務虧損或抵免的期間內撥回，則考慮該等差異。


(t) Income tax

Income tax for the year comprises current tax and movements in deferred tax

assets and liabilities. Current tax and movements in deferred tax assets and

liabilities are recognised in profit or loss except to the extent that they relate

to items recognised in other comprehensive income or directly in equity, in

which case the relevant amounts of tax are recognised in other comprehensive

income or directly in equity, respectively.

Current tax is the expected tax payable on the taxable income for the year,

using tax rates enacted or substantively enacted at the end of the reporting

period, and any adjustment to tax payable in respect of previous years.

Deferred tax assets and liabilities arise from deductible and taxable temporary

differences respectively, being the differences between the carrying amounts

of assets and liabilities for financial reporting purposes and their tax bases.

Deferred tax assets also arise from unused tax losses and unused tax credits.

Apart from certain limited exceptions, all deferred tax liabilities, and all

deferred tax assets to the extent that it is probable that future taxable profits

will be available against which the asset can be utilised, are recognised.

Future taxable profits that may support the recognition of deferred tax assets

arising from deductible temporary differences include those that will arise

from the reversal of existing taxable temporary differences, provided those

differences relate to the same taxation authority and the same taxable entity,

and are expected to reverse either in the same period as the expected reversal

of the deductible temporary difference or in periods into which a tax loss

arising from the deferred tax asset can be carried back or forward. The same

criteria are adopted when determining whether existing taxable temporary

differences support the recognition of deferred tax assets arising from unused

tax losses and credits, that is, those differences are taken into account if they

relate to the same taxation authority and the same taxable entity, and are

expected to reverse in a period, or periods, in which the tax loss or credit can

be utilised.





(t) 所得稅（續）有關確認遞延稅項資產及負債的有限例外情況，是指由不可作扣稅用途的商譽所產生的暫時性差異，對不會影響會計或應課稅盈利的資產或負債所作的初步確認（但有關的資產或負債必需不屬於業務合併的一部分），以及有關投資附屬公司所產生的暫時差異，而就此而言（如屬應課稅差異），僅指本集團能控制撥回的時間的情況，且該差異有可能不會於可見未來撥回，或（如屬可扣減差異）除非有可能於未來撥回。

倘投資物業之公平值按附註2(h)所載會計政策計量，其遞延稅項金額則按用於報告日期之資產出售之賬面值之稅率確認，除非該物業可予折舊，並按目的是隨時間消耗該物業所包含之絕大部分經濟利益，而非通過出售消耗之商業模式持有。在所有其他情況下，已確認遞延稅項金額按預期變現或清償資產及負債賬面值之方式，以於報告期末已實施或實質上已實施之稅率計算。遞延稅項資產及負債不予貼現。

遞延稅項資產的賬面值於各報告期末進行審閱，並在不大可能有充足應課稅利潤可允許動用相關稅項利益時予以扣減。任何此類扣減在可能有充足應課稅利潤時予以轉回。

分派股息產生的額外所得稅於確認支付相關股息的責任時確認。


(t) Income tax (Continued)

The limited exceptions to recognition of deferred tax assets and liabilities

are those temporary differences arising from goodwill not deductible

for tax purposes, the initial recognition of assets or liabilities that affect

neither accounting nor taxable profit (provided they are not part of a

business combination), and temporary differences relating to investments in

subsidiaries to the extent that, in the case of taxable differences, the Group

controls the timing of the reversal and it is probable that the differences will

not reverse in the foreseeable future, or in the case of deductible differences,

unless it is probable that they will reverse in the future.

Where investment properties are carried at their fair value in accordance

with the accounting policy set out in note 2(h), the amount of deferred

tax recognised is measured using the tax rates that would apply on sale of

those assets at their carrying value at the reporting date unless the property

is depreciable and is held within a business model whose objective is to

consume substantially all of the economic benefits embodied in the property

over time, rather than through sale. In all other cases, the amount of deferred

tax recognised is measured based on the expected manner of realisation or

settlement of the carrying amount of the assets and liabilities, using tax rates

enacted or substantively enacted at the end of the reporting period. Deferred

tax assets and liabilities are not discounted.

The carrying amount of a deferred tax asset is reviewed at the end of each

reporting period and is reduced to the extent that it is no longer probable

that sufficient taxable profits will be available to allow the related tax benefit

to be utilised. Any such reduction is reversed to the extent that it becomes

probable that sufficient taxable profits will be available.

Additional income taxes that arise from the distribution of dividends are

recognised when the liability to pay the related dividends is recognised.





(t) 所得稅（續）即期稅項餘額及遞延稅項餘額以及當中變動均相互分開呈列，並不予以抵銷。倘本公司或本集團具有即期稅項資產與即期稅項負債相互抵銷的法定強制執行權並符合下列額外條件，即期稅項資產可抵銷即期稅項負債，而遞延稅項資產可抵銷遞延稅項負債：

– 就即期稅項資產及負債而言，本公司或本集團擬按淨額基準結算或變現資產並同時結清負債；或

– 就遞延稅項資產及負債而言，倘其涉及同一稅務機關在以下兩者中徵收的所得稅：

– 同一稅務實體；或

– 不同稅務實體，該實體於各未來期間內預計將清償或收回大額遞延稅項負債或資產、擬變現即期稅項資產及按淨額基準結算即期稅項負債或變現並同時結清負債。

(u) 撥備及或然負債本集團若因過往事件而有法定或推定責任，並可能須流出經濟利益以履行有關責任，而且能可靠估計有關金額，則會確認撥備。倘貨幣時間價值屬重大，則撥備按預計用於履行有關責任的開支現值列賬。

倘須流出經濟利益或無法可靠估計有關金額，則有關責任披露為或有負債，除非流出經濟利益的可能性極微。僅當出現或未出現一項或多項未來事件時確認存在潛在責任，該潛在責任亦披露為或有負債，除非流出經濟利益的可能性極微。



Current tax balances and deferred tax balances, and movements therein, are

presented separately from each other and are not offset. Current tax assets are

offset against current tax liabilities, and deferred tax assets against deferred

tax liabilities, if the Company or the Group has the legally enforceable right

to set off current tax assets against current tax liabilities and the following

additional conditions are met:

– in the case of current tax assets and liabilities, the Company or the

Group intends either to settle on a net basis, or to realise the asset and

settle the liability simultaneously; or

– in the case of deferred tax assets and liabilities, if they relate to income

taxes levied by the same taxation authority on either:

– the same taxable entity; or

– different taxable entities, which, in each future period in which

significant amounts of deferred tax liabilities or assets are

expected to be settled or recovered, intend to realise the current

tax assets and settle the current tax liabilities on a net basis or

realise and settle simultaneously.

(u) Provisions and contingent liabilities

Provisions are recognised when the Group has a legal or constructive

obligation arising as a result of a past event, it is probable that an outflow

of economic benefits will be required to settle the obligation and a reliable

estimate can be made. Where the time value of money is material, provisions

are stated at the present value of the expenditure expected to settle the

obligation.

Where it is not probable that an outflow of economic benefits will be

required, or the amount cannot be estimated reliably, the obligation is

disclosed as a contingent liability, unless the probability of outflow of

economic benefits is remote. Possible obligations, whose existence will only

be confirmed by the occurrence or non-occurrence of one or more future

events are also disclosed as contingent liabilities unless the probability of

outflow of economic benefits is remote.





(v) 收益及其他收入當本集團於銷售貨品、提供服務或於本集團日常業務過程中由其他人使用本集團租賃資產產生收益時，本集團將收入分類為收益。

當產品或服務的控制權轉移至客戶或承租人有權使用資產時，按本集團預期將有權收取的承諾代價金額確認收益，不包括代表第三方收取的款項。收益不包括增值稅或其他銷售稅，乃經扣除任何貿易折扣。

本集團收益及其他收入確認政策的進一步詳情如下：

(i) 銷售物業於日常業務過程中銷售已開發待售物業所得收益於客戶獲得已竣工物業控制權時確認，客戶有能力指示物業用途及獲得物業餘下絕大多數利益時即為獲得控制權，而本集團現有付款權利，亦有可能收回代價。於確認收益日期前收取售出物業的按金及分期款項計入綜合財務狀況表內合約負債（見附註2(n)）。


(v) Revenue and other income

Income is classified by the Group as revenue when it arises from the sale of

goods, the provision of services or the use by others of the Group’s assets

under leases in the ordinary course of the Group’s business.

Revenue is recognised when control over a product or service is transferred

to the customer, or the lessee has the right to use the asset, at the amount

of promised consideration to which the Group is expected to be entitled,

excluding those amounts collected on behalf of third parties. Revenue

excludes value added tax or other sales taxes and is after deduction of any

trade discounts.

Further details of the Group’s revenue and other income recognition policies

are as follows:

(i) Sale of properties

Revenue arising from the sale of properties developed for sale in the ordinary

course of business is recognised when the customer obtain the control of

the completed property, which is the point in time when the customer has

the ability to direct the use of the property and obtain substantially all of

the remaining benefits of the property, and the Group has present right

to payment and the collection of the consideration is probable. Deposits

and instalments received on properties sold prior to the date of revenue

recognition are included in the consolidated statement of financial position

under contract liabilities (see note 2(n)).





(v) 收益及其他收入（續）(i) 銷售物業（續）

於釐定交易價格時，倘協定之付款時間（不論以暗示或明示方式）為客戶或本集團帶來向客戶轉讓貨品或服務之重大融資利益，則本集團就資金時間值之影響而調整已承諾之代價金額。於該等情況下，合約即包含重大融資部分。不論融資承諾是否明確列於合約或隱含於訂約方協定之付款條款中，合約中亦可能存在重大融資部分。就付款與轉讓相關貨品或服務相隔期間不足一年之合約而言，本集團應用可行權宜方法，不就任何重大融資部分調整交易價格。

就本集團轉讓貨品或服務前已向客戶收取之預付款項，本集團已就重大融資成份而調整已承諾之代價金額，並應用本集團與客戶之間於合約開始之獨立融資交易中反映之折現率。於收取預付款項與轉讓相關貨品及服務相隔期間之相關利息開支按相同基準入賬列作其他借貸成本（見附註2(x)）。

(ii) 酒店服務收入酒店住宿及其他配套服務所得收益於提供相關服務時確認。

(iii) 經營租賃的租金收入經營租賃項下應收租金收入乃於租期按等額分期於損益確認，惟倘有更能代表使用租賃資產帶來的收入模式的其他基準除外。已授出的租賃獎勵乃於損益確認為應收淨租賃付款總額的一部分。無需視乎指數或利率的可變租賃付款於產生的會計期間確認為收入。


(v) Revenue and other income (Continued)

(i) Sale of properties (Continued)

In determining the transaction price, the Group adjusts the promised amount

of consideration for the effects of the time value of money if the timing of

payments agreed (either explicitly or implicitly) provides the customer or the

Group with a significant benefit of financing the transfer of goods or services

to the customer. In those circumstances, the contract contains a significant

financing component. A significant financing component may exist regardless

of whether the promise of financing is explicitly stated in the contract or

implied by the payment terms agreed by the parties to the contract. For

contracts where the period between payment and transfer of the associated

goods or services is less than one year, the Group applies the practical

expedient of not adjusting the transaction price for any significant financing

component.

For advance payments received from customers before the transfer of the

associated goods or services in which the Group adjusts for the promised

amount of consideration for a significant financing component, the Group

applies a discount rate that would be reflected in a separate financing

transaction between the Group and the customer at contract inception. The

relevant interest expenses during the period between the advance payments

were received and the transfer of the associated goods and services are

accounted for on the same basis as other borrowing costs(see note 2(x)).

(ii) Hotel service income

Revenue from hotel accommodation and other ancillary service is recognised

when relevant services are provided.

(iii) Rental income from operating leases

Rental income receivable under operating leases is recognised in profit or

loss in equal instalments over the periods covered by the lease term, except

where an alternative basis is more representative of the pattern of benefits

to be derived from the use of the leased asset. Lease incentives granted are

recognised in profit or loss as an integral part of the aggregate net lease

payments receivable. Variable lease payments that do not depend on an index

or a rate are recognised as income in the accounting period in which they are

earned.





(v) 收益及其他收入（續）(iv) 股息

– 非上市投資的股息收入在股東收取付款的權利獲確立時確認。

– 上市投資的股息收入於投資項目的股價除息時確認。

(v) 利息收入利息收入乃利用實際利息法透過將金融工具於預期年期的估計未來現金收入折現為金融資產賬面淨值的利率按應計基準予以確認。就按攤銷成本計量或按公平值計入其他全面收入（可劃轉）且並無出現信貸減值的金融資產而言，實際利率適用於資產的總賬面值。就出現信貸減值的金融資產而言，實際利率適用於資產的攤銷成本（即扣除虧損撥備的總賬面值）（見附註2(k)(i)）。

(vi) 政府補助倘可合理確保能夠收取政府補助，而本集團將遵守當中所附帶條件，則政府補助將初步於綜合財務狀況表內確認。補償本集團所產生開支的補貼會於產生開支的同一期間，有系統地於損益內確認為收入。補償本集團資產成本的補貼初步確認為遞延收入，並隨後根據資產的可使用年期於損益確認。



(iv) Dividends

– Dividend income from unlisted investments is recognised when the

shareholder’s right to receive payment is established.

– Dividend income from listed investments is recognised when the share

price of the investment goes ex-dividend.

(v) Interest income

Interest income is recognised as it accrues under the effective interest method

using the rate that exactly discounts estimated future cash receipts through

the expected life of the financial asset to the gross carrying amount of the

financial asset. For financial assets measured at amortised cost or FVOCI

(recycling) that are not credit-impaired, the effective interest rate is applied

to the gross carrying amount of the asset. For credit-impaired financial assets,

the effective interest rate is applied to the amortised cost (i.e. gross carrying

amount net of loss allowance) of the asset (see note 2(k)(i)).

(vi) Government grants

Government grants are recognised in the statement of financial position

initially when there is reasonable assurance that they will be received and

that the Group will comply with the conditions attaching to them. Grants

that compensate the Group for expenses incurred are recognised as income in

profit or loss on a systematic basis in the same periods in which the expenses

are incurred. Grants that compensate the Group for the cost of an asset are

recognised as deferred income and subsequently recognised in profit or loss

over the useful life of the asset.





(w) 外幣換算年內外幣交易按交易日期的外匯匯率換算。以外幣計值的貨幣資產及負債按報告期末的匯率換算。外匯收益及虧損於損益內確認，惟因用作對沖海外業務投資淨額之外幣借貸而產生者則於其他全面收益中確認。

按歷史成本計量並以外幣計值的非貨幣資產及負債按交易日期的外匯匯率換算。交易日期為本公司初始確認該非貨幣資產或負債之日。按公平值列賬以外幣計值的非貨幣資產及負債使用公平值計量當日的通行外匯匯率換算。

海外業務經營業績按與交易日期的外匯匯率相若的匯率換算為人民幣（「人民幣」）。財務狀況表項目（包括合併海外業務產生的商譽）按報告期末的收市匯率換算為人民幣。產生的外匯差額於其他全面收益內確認並於外匯儲備內的權益內單獨累計。

於出售海外業務時，於有關海外業務的匯兌差額之累計金額於確認出售損益時自權益重新分類為損益。


(w) Translation of foreign currencies

Foreign currency transactions during the year are translated at the foreign

exchange rates ruling at the transaction dates. Monetary assets and liabilities

denominated in foreign currencies are translated at the foreign exchange

rates ruling at the end of the reporting period. Exchange gains and losses

are recognised in profit or loss, except those arising from foreign currency

borrowings used to hedge a net investment in a foreign operation which are

recognised in other comprehensive income.

Non-monetary assets and liabilities that are measured in terms of historical

cost in a foreign currency are translated using the foreign exchange rates

ruling at the transaction dates. The transaction date is the date on which the

Company initially recognises such non-monetary assets or liabilities. Non-

monetary assets and liabilities denominated in foreign currencies that are

stated at fair value are translated using the foreign exchange rates ruling at

the dates the fair value was measured.

The results of foreign operations are translated into Renminbi (“RMB”) at the

exchange rates approximating the foreign exchange rates ruling at the dates

of the transactions. Statement of financial position items, including goodwill

arising on consolidation of foreign operations are translated into RMB at

the closing foreign exchange rates at the end of the reporting period. The

resulting exchange differences are recognised in other comprehensive income

and accumulated separately in equity in the exchange reserve.

On disposal of a foreign operation, the cumulative amount of the exchange

differences relating to that foreign operation is reclassified from equity to

profit or loss when the profit or loss on disposal is recognised.





(x) 借款成本因收購、建造或生產資產（即須耗用一段頗長時間方可作擬定用途或銷售之資產）而直接應佔之借款成本均撥作該等資產之部分成本。其他借款成本均在彼等產生期間列作開支。

作為合資格資產成本的一部分的借款成本，須在有關資產產生開支及借款成本時，及使有關資產達至其擬定用途或可供出售所需的活動進行期間開始資本化。為使合資格資產達至其擬定用途或出售所需的絕大部分活動中斷或完成後，借款成本會暫停或停止資本化。

(y) 關聯方(a) 倘適用於下列情況，則該名人士或

該名人士的近親家屬成員與本集團有關聯：

(i) 對本集團有控制權或共同控制權；

(ii) 對本集團有重大影響力；或

(iii) 為本集團或本集團母公司主要管理人員之成員。


(x) Borrowing costs

Borrowing costs that are directly attributable to the acquisition, construction

or production of an asset which necessarily takes a substantial period of time

to get ready for its intended use or sale are capitalised as part of the cost of

that asset. Other borrowing costs are expensed in the period in which they are

incurred.

The capitalisation of borrowing costs as part of the cost of a qualifying asset

commences when expenditure for the asset is being incurred, borrowing costs

are being incurred and activities that are necessary to prepare the asset for

its intended use or sale are in progress. Capitalisation of borrowing costs is

suspended or ceases when substantially all the activities necessary to prepare

the qualifying asset for its intended use or sale are interrupted or complete.

(y) Related parties

(a) A person, or a close member of that person’s family, is related to the

Group if that person:

(i) has control or joint control over the Group;

(ii) has significant influence over the Group; or

(iii) is a member of the key management personnel of the Group or

the Group’s parent.





(y) 關聯方（續）(b) 倘適用於下列情況，則該實體與本

集團有關聯：

(i) 該實體及本集團屬同一集團的成員公司（即母公司、附屬公司及同系附屬公司互相關聯）。

(ii) 一個實體為另一實體的聯營公司或合營公司（或為某一集團成員公司的聯營公司或合營企業，而該另一實體為成員公司）。

(iii) 兩個實體均為同一第三方的合營企業。

(iv) 一個實體為第三方實體的合營企業，而另一實體為第三方實體的聯營公司。

(v) 該實體為就本集團或與本集團有關聯實體的僱員福利而設的離職後僱員福利計劃。

(vi) 該實體受第 (a)項所識別的人士所控制或共同控制。

(vii) 第 (a)(i)項所識別的人士對該實體有重大影響力，或為該實體（或該實體之母公司）的主要管理人員成員。

(viii) 向本集團或本集團母公司提供主要管理人員服務的實體或其所屬集團旗下任何成員公司。

某一人士的親近家屬成員指預期可影響該人士與實體進行買賣或於買賣時受該人士影響的有關家屬成員。


(y) Related parties (Continued)

(b) An entity is related to the Group if any of the following conditions

applies:

(i) The entity and the Group are members of the same group (which

means that each parent, subsidiary and fellow subsidiary is

related to the others).

(ii) One entity is an associate or joint venture of the other entity (or

an associate or joint venture of a member of a group of which

the other entity is a member).

(iii) Both entities are joint ventures of the same third party.

(iv) One entity is a joint venture of a third entity and the other

entity is an associate of the third entity.

(v) The entity is a post-employment benefit plan for the benefit

of employees of either the Group or an entity related to the

Group.

(vi) The entity is controlled or jointly controlled by a person

identified in (a).

(vii) A person identified in (a)(i) has significant influence over the

entity or is a member of the key management personnel of the

entity (or of a parent of the entity).

(viii) The entity, or any member of a group of which it is a part,

provides key management personnel services to the Group or to


Close members of the family of a person are those family members who may

be expected to influence, or be influenced by, that person in their dealings

with the entity.





(z) 分部報告經營分部及財務報表中呈報的各分部項目金額均源自定期向本集團大部分高級行政管理層提供的財務資料，以對本集團各業務部門及各地區之間進行資源分配及表現評估。

個別重大經營分部並未就財務申報用途而進行匯總，除非該等分部具有類似經濟特性，且在產品及服務性質、生產流程性質、客戶的類型或類別、分配產品或提供服務所用的方式及監管環境的性質方面均類似。個別屬不重大的經營分部如符合大部分標準，則或會進行匯總。

3 會計判斷及估計

(a) 應用本集團會計政策時的重大會計判斷於應用本集團會計政策過程中，管理層已作出以下綜合會計判斷：

(i) 附屬公司、合營企業及聯營公司之間的分類本集團與若干第三方合作，透過若干實體從事房地產開發項目。本集團已根據相關協議、組織章程細則以及本集團與其他各方對該等實體的參與程度將該等實體劃分為附屬公司、合營企業或聯營公司一事作出判斷。本集團將持續評估有關情況，及有關投資乃根據附註14、15及16所載的會計政策入賬。


(z) Segment reporting

Operating segments, and the amounts of each segment item reported in the

financial statements, are identified from the financial information provided

regularly to the Group’s most senior executive management for the purposes

of allocating resources to, and assessing the performance of, the Group’s

various lines of business and geographical locations.

Individually material operating segments are not aggregated for financial

reporting purposes unless the segments have similar economic characteristics

and are similar in respect of the nature of products and services, the nature

of production processes, the type or class of customers, the methods used

to distribute the products or provide the services, and the nature of the

regulatory environment. Operating segments which are not individually

material may be aggregated if they share a majority of these criteria.

3 ACCOUNTING JUDGEMENT AND ESTIMATES

(a) Critical accounting judgements in applying the Group’s accounting policies

In the process of applying the Group’s accounting policies, management has

made the consolidated accounting judgement:

(i) Classification between subsidiaries, joint ventures and associates

The Group co-operated with certain third parties to engage in property

development project through certain entities. The Group has made judgment

on the classification of these entities to subsidiaries, joint ventures or

associates in accordance with the respective agreements, articles of associations

and the involvement of the Group and the other parties in these entities.

The Group will continuously evaluate the situation and such investments are

accounted for in accordance with accounting policies set out in notes 14, 15

and 16.




3 會計判斷及估計（續）

(a) 應用本集團會計政策時的重大會計判斷（續）

(ii) 投資物業與業主自用物業的分類

本集團確定某物業是否符合投資物業的資格，並制定了作出該判斷的標準。投資物業是為賺取租金或資本增值或兩者兼而有之而持有的物業。因此，本集團考慮物業是否產生現金流，而現金流在很大程度上獨立於本集團持有的其他資產。若干物業包括一部分持作賺取租金或資本增值，及另一部分持作生產或供應商品或服務或管理目的。如果這些部分可以根據融資租賃單獨出售或單獨出租，則本集團單獨核算這些部分。如果這些部分不能單獨出售，則僅當持有的不重要部分用於生產或供應商品或服務或用於管理目的時，該物業才屬於投資物業。判斷乃以個別物業為基準作出，以確定配套服務是否如此重要，以致於物業不符合投資物業的資格。

(iii) 投資物業與持作出售物業的分類

本集團開發持作出售物業及持作賺取租金及╱或資本增值的物業。管理層就釐定物業是否指定為投資物業或持作出售物業作出判斷。本集團考慮其持有相關物業處於早期開發階段的物業的意向。在建設期間，如果該等物業擬於竣工後出售，則有關在建物業入賬列為流動資產項下的開發中物業，而如果該等物業擬持作賺取租金及╱或資本增值，則該等物業入賬列為在建投資物業。

3 ACCOUNTING JUDGEMENT AND ESTIMATES (Continued)

(a) Critical accounting judgements in applying the Group’s accounting policies (Continued)

(ii) Classification between investment properties and owner-occupied

properties

The Group determines whether a property qualifies as an investment

property and has developed criteria in making that judgement. Investment

property is a property held to earn rentals or for capital appreciation or both.

Therefore, the Group considers whether a property generates cash flows

largely independently of the other assets held by the Group. Some properties

comprise a portion that is held to earn rentals or for capital appreciation and

another portion that is held for use in the production or supply of goods

or services or for administrative purposes. If these portions could be sold

separately or leased out separately under finance lease, the Group accounts

for the portions separately. If the portions could not be sold separately, the

property is an investment property only if an insignificant portion is held

for use in the production or supply of goods or services or for administrative

purposes. Judgement is made on an individual property basis to determine

whether ancillary services are so significant that a property does not qualify as

an investment property.

(iii) Classification between investment properties and properties held for

sale

The Group develops properties held for sale and properties held to earn

rentals and/or for capital appreciation. Judgement is made by management

on determining whether a property is designated as an investment property

or a property held for sale. The Group considers its intention for holding the

properties at the early development stage of the related properties. During

the course of construction, the related properties under construction are

accounted for as properties under development included in current assets

if the properties are intended for sale after their completion, whereas, the

properties are accounted for as investment properties under construction

if the properties are intended to be held to earn rentals and/or for capital

appreciation.





(b) 估計不確定性的來源以下為於報告期末很有可能導致下個財政年度資產及負債的賬面值須作重大調整的重大風險且與未來有關的主要假設及估計不確定性的其他主要來源。

(i) 投資物業公平值於報告期末，投資物業乃根據獨立專業估值師所作之估值按公平值列賬。於釐定公平值時，估值師乃基於涉及若干估計之估值方法。在依賴估值報告時，管理層已作出判斷，並信納估值所用之假設已反映現時市況。該等假設之變動將導致本集團投資物業的公平值變動及對公平值收益及虧損金額的相應調整於損益呈列。

(ii) 土地增值稅（「土地增值稅」）土地增值稅乃按介乎土地增值額30%至60%的累進稅率徵收，增值額為出售物業所得款項減可抵扣開支（包括銷售支出、借貸成本及所有房地產開發開支）。

本集團須支付中華人民共和國土地增值稅。若干主要城市之地方稅務局已公佈實施詳情，然而，本集團尚未與中國該等城市之地方稅務局落實其土地增值稅的計算及付款。因此，本集團須作出重大判斷以釐定土地增值額及其相關稅項。本集團根據管理層按其對稅務規則的理解作出的最佳估計確認該等負債。倘該等事項之最終稅務結果有別於最初錄得之金額，則該等差額將影響稅務釐定期內之所得稅撥備。


(b) Sources of estimation uncertainty

The followings are the key assumptions concerning the future, and other key

source of estimation uncertainties at the end of the reporting period, that have

a significant risk of causing a material adjustment to the carrying amounts of

assets and liabilities within the next financial year.

(i) Fair value of investment properties

At the end of the reporting period, investment properties are stated at fair

value based on the valuation performed by the independent professional

valuer. In determining the fair value, the valuer have based on a method of

valuation which involves certain estimates. In relying on the valuation report,

the management has exercised their judgement and is satisfied that the

assumptions used in valuation have reflected the current market conditions.

Changes to these assumptions would result in changes in the fair value of the

investment properties of the Group and the corresponding adjustments to the

amount of fair value gain and loss reported in profit or loss.

(ii) Land appreciation tax (“LAT”)

The LAT is levied at progressive rates ranging from 30% to 60% on the

appreciation of land value, being the proceeds of sales of properties less

deductible expenditures including sales charges, borrowing costs and all

property development expenditures.

The Group is subject to LAT in the PRC. The details of implementation have

been announced by the local tax bureau in certain major cities, however, the

Group has not finalised its LAT calculation and payments with the local tax

bureau in those cities in the PRC. Accordingly, significant judgments are

required in determining the amount of land appreciation and its related taxes.

The Group has recognised these liabilities based on the management’s best

estimates according to the understanding of the tax rules. Where the final

tax outcome of these matters is different from the amounts that were initially

recorded, such differences will impact the income tax expenses in the period

in which such determination will be made.





(b) 估計不確定性的來源（續）(iii) 開發中待售物業及已竣工待售物業之可變

現淨值開發中待售物業及已竣工待售物業乃按成本與可變現淨值兩者中的較低者列賬。開發中待售物業的可變現淨值乃參照估計售價減估計銷售開支及估計竣工成本（均根據董事可獲得的最佳資料及當前市況作出估計）釐定。

倘估計售價因物業市況的任何變動而出現任何下跌，則開發中待售物業及已竣工待售物業或會予以撇減。於該兩個年度，並無撇減開發中待售物業或已竣工待售物業。

(iv) 金融工具之公平值計量本集團之若干金融資產、未報價股本投資按公平值計量，有關公平值根據非觀察所得輸入數據使用估值技巧計量。於確立相關估值技巧及其相關輸入數據需要作出判斷及估計。與該等因素有關假設的變動可能影響該等工具呈報之公平值。有關公平值計量披露之進一步詳情載於附註32(e)。

(v) 財務擔保的預期信貸虧損管理層對已發出財務擔保的預期信貸虧損作出估計。倘實際結果有別於估計，則會產生重大虧損。


(b) Sources of estimation uncertainty (Continued)

(iii) Net realizable value of properties under development for sale and

completed properties for sale

Properties under development for sale and completed properties for sale are

stated at the lower of the cost and net realizable value. The net realizable

value of properties under development for sale is determined by reference

to the estimated selling prices less estimated selling expenses and estimated

cost of completion, which are estimated based on the Directors’ best available

information and the prevailing market conditions.

Where there is any decrease in the estimated selling price arising from any

changes to the property market conditions, properties under development

for sale and completed properties for sale may be written down. There is no

write-down of properties under development for sale or completed properties

for sale during both years.

(iv) Fair value measurement of financial instruments

Certain of the Group’s financial assets and unquoted equity instruments

are measured at fair values with fair values being determined based on

unobserved inputs using valuation techniques. Judgement and estimation are

required in establishing the relevant valuation techniques and the relevant

inputs thereof. Changes in assumptions relating to these factors could affect

the reported fair values of these instruments. Further details of disclosure of

the fair value measurement are set out in note 32(e).

(v) ECL on financial guarantee

The management estimates the expected credit losses for the financial

guarantee issued. Should the actual outcome differ with the estimation, a

material loss may arise.




4 收益及分部報告

(a) 收益本集團之主要業務為從事房地產開發、物業租賃以及酒店營運。按照就資源分配及表現評估向本集團最高行政管理層呈報資料的相同方式，本集團已識別三個經營及可報告分部。有關本集團主要業務活動的進一步詳情於附註4(b)披露。

(i) 收益分類按業務類別及客戶地理位置劃分的客戶合約收益分拆如下：

按收益確認時間進行的客戶合約收益的分類披露於附註4(b)(i)。

本集團並無單一客戶貢獻本集團兩個年度10%或以上之收益。

4 REVENUE AND SEGMENT REPORTING

(a) Revenue

The principal activities of the Group are property development, property

leasing and hotel operation. In a manner consistent with the way in which

information is reported internally to the Group’s most senior executive

management for the purposes of resource allocation and performance

assessment, the Group has identified three operating and reportable segments.

Further details regarding the Group’s principal activities are disclosed in note

4(b).

(i) Disaggregation of revenue

Disaggregation of revenue from contracts with customers by business lines

and geographical location of customers is as follows:


人民幣千元人民幣千元RMB’000 RMB’000

房地產開發 Property development 1,144,467 1,328,197

物業租賃 Property leasing 207,594 209,592

酒店營運 Hotel operation 37,058 67,659

收益總額 Total revenue 1,389,119 1,605,448

按客戶地理位置分拆Disaggregated by geographical location

of customers

中國內地 Mainland China 1,387,245 1,586,404

香港 Hong Kong 1,874 19,044

1,389,119 1,605,448

Disaggregation of revenue from contracts with customers by the timing of

revenue recognition is disclosed in note 4(b)(i).

No single customer of the Group contributed 10% or more to the Group’s

revenue for both years.




4 收益及分部報告（續）

(a) 收益（續）(ii) 分配至客戶合約餘下履約責任之交易價格

於二零二零年十二月三十一日分配至餘下履約責任（未達成）之交易價格及預期確認收益之時間如下：

(b) 分部報告本集團通過三個業務類別管理其業務。就按照資源分配及表現評估向本集團最高行政管理層呈報資料的相同方式，本集團已呈列以下三個可報告分部。概無合併計算經營分類以組成以下呈報分類。

房地產開發－開發及銷售房地產

物業租賃－物業租賃（包括出租自置物業及分租租賃物業）

酒店營運－酒店營運

4 REVENUE AND SEGMENT REPORTING (Continued)

(a) Revenue (Continued)

(ii) Transaction price allocated to the remaining performance obligation

for contracts with customers

The transaction price allocated to the remaining performance obligations

(unsatisfied) as at 31 December 2020 and the expected timing of recognising

revenue are as follows:

物業銷售Sales of

properties

人民幣千元RMB’000

一年內 Within one year 2,387,509

超過一年但未超過兩年 More than one year but not more than two years 561,505

2,949,014

(b) Segment reporting

The Group manages its businesses by three business lines. In a manner

consistent with the way in which information is reported internally to the

Group’s most senior executive management for the purposes of resource

allocation and performance assessment, the Group has presented the following

three reportable segments. No operating segments have been aggregated to

form the following reportable segments.

Property development – Development and sale of properties

Property leasing – Property leasing (including lease of self-

owned properties and sub-lease of rented

properties)

Hotel operation – Hotel operation





(b) 分部報告（續）(i) 分部業績、資產及負債

就評估分部表現及在分部間資源分配而言，本集團高級行政管理人員按以下基準監察各項可報告分部應佔之業績：

收益乃參照該等分部所產生之銷售額及該等分部所產生之開支或因該等分部之資產折舊或攤銷而產生之其他開支分配予各可報告分部。分部收益均源自外部客戶。報告年度並無分部間銷售。

除稅前分部溢利指各分部所賺取的溢利，惟不包括投資物業公平值變動、其他收入、開支、收益及虧損、未分配總部及公司開支、融資開支、應佔聯營公司的業績及應佔合營企業之業績。


(b) Segment reporting (Continued)

(i) Segment results, assets and liabilities

For the purposes of assessing segment performance and allocating resources

between segments, the Group’s senior executive management monitors the

results, attributable to each reportable segment on the following bases:

Revenue are allocated to the reportable segments with reference to sales

generated by those segments and the expenses incurred by those segments

or which otherwise arise from the depreciation or amortisation of assets

attributable to those segments. Segment revenue all generated from external

customers. There were no inter-segment sales during the reporting year.

Segment profit before tax represent the profit earned by each segment without

changes in fair value of investment properties, other income, expenses, gains

and losses, unallocated head office and corporate expenses, finance costs, share

of results of associates and share of results of joint ventures.





(b) 分部報告（續）(i) 分部業績、資產及負債（續）

截至二零二零年及二零一九年十二月三十一日止年度，按確認收益時間分拆之客戶合約收益，以及就資源分配及期內分部表現評估而提供予本集團最高行政管理人員有關本集團可報告分部的資料列載如下。由於並無就資源分配及表現評估目的而定期向主要經營決策者提供分部資產及負債，因此並無呈列相關資產及負債。



(i) Segment results, assets and liabilities (Continued)


revenue recognition, as well as information regarding the Group’s reportable

segments as provided to the Group’s most senior executive management for

the purposes of resource allocation and assessment of segment performance

for the year ended 31 December 2020 and 2019 is set out below. No segment

assets and liabilities are presented as they were not regularly provided to the

chief operating decision maker for the purposes of resource allocation and

performance assessment.

房地產開發物業租賃酒店營運總計Property development Property leasing Hotel operation Total

二零二零年二零一九年二零二零年二零一九年二零二零年二零一九年二零二零年二零一九年2020 2019 2020 2019 2020 2019 2020 2019

人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

按收益確認時間分類

Disaggregated by timing of

revenue recognition

時間點 Point in time 1,144,467 1,328,197 – – – – 1,144,467 1,328,197

隨時間 Over time – – 207,594 209,592 37,058 67,659 244,652 277,251

可報告分部收益 Reportable segment revenue 1,144,467 1,328,197 207,594 209,592 37,058 67,659 1,389,119 1,605,448

除稅前可報告分部溢利

Reportable segment profit

before tax (75,373) 236,605 119,682 101,026 (7,609) 11,086 36,700 348,717





(b) 分部報告（續）(ii) 可報告分部損益的對賬

(iii) 其他分部資料計量分部損益時計入的物業及設備之折舊：



(ii) Reconciliations of reportable segment profit or loss



可報告分部溢利 Reportable segment profit 36,700 348,717

投資物業公平值變動 Changes in fair value of investment properties 91,971 171,958

其他收入、開支、收益及虧損 Other income, expenses, gains and losses 318,124 66,069

未分配總部及公司開支 Unallocated head office and corporate expenses (40,659) (58,716)

融資成本 Finance costs (233,545) (186,273)

應佔聯營公司的（虧損）╱溢利 Share of (losses)/profits of associates (46,930) 105,050

應佔合營企業的溢利 Share of profits of joint ventures 1,105 6,070

除稅前綜合溢利 Consolidated profit before taxation 126,766 452,875

(iii) Other segment information

Depreciation of property and equipment included in the measurement of

segment profit or loss:





未分配 Unallocated 4,402 1,901

總計 Total 36,680 31,044





(b) 分部報告（續）(iv) 地理資料

本集團來自外部客戶的收益基本源自其中國內地業務，而本集團的非流動資產亦基本位於中國內地。

本集團之非流動資產（其他金融資產、受限制銀行存款及遞延稅項資產除外）按資產地理位置劃分之分析載列如下：



(iv) Geographic information

The Group’s revenue from external customers is derived substantially from

its operations in the Mainland China, and non-current assets of the Group are

also substantially located in the Mainland China.

The following is an analysis of the Group’s non-current assets other than

other financial assets, restricted bank deposits and deferred tax assets by

geographical location of assets:

特定非流動資產Specified non-current assets




香港 Hong Kong – –

7,512,575 7,407,826




5 其他收入、開支、收益及虧損

(a) 其他收入

附註：該金額主要指收取本集團實體所在當地政府為鼓勵於當地開展業務發展活動之無條件補助金。

5 OTHER INCOME, EXPENSES, GAINS AND LOSSES

(a) Other income



銀行存款利息收入 Interest income from bank deposits 31,503 18,035

按公平值計入損益的金融資產利息收入

Interest income from financial assets

measured at FVTPL – 1,554

按公平值計入其他全面收益的金融資產利息收入

Interest income from financial assets

measured at FVTOCI 878 523

按公平值計入損益的金融資產股息收入

Dividend income from financial assets

measured at FVTPL 6,267 5,968

按公平值計入損益的金融資產出售收入

Gain on disposal of financial assets at FVTPL

2,956 3,579

提早終止租約之補償收入Compensation income from early termination

of leasing contract 7,776 5,134

政府補助（附註） Government grants (Note) 869 1,242

其他 Others 2,699 3,504

52,948 39,539

Note: The amount mainly represented the unconditional subsidies received from the local

governments where the Group entities were located for encouragement of business

development activities in the local areas.




5 其他收入、開支、收益及虧損（續）

(b) 其他收益及虧損

(c) 其他開支

5 OTHER INCOME, EXPENSES, GAINS AND LOSSES (Continued)

(b) Other gains and losses



匯兌收益╱（虧損）淨額 Net foreign exchange gain/(losses) 231,650 (39,092)

按公平值計入損益的金融資產公平值變動收益

Gain on changes in fair value of financial assets

measured at FVTPL 368 32,548

出售附屬公司收益 Gain on disposal of a subsidiary – 63,918

購回╱贖回優先票據產生之收益╱（虧損）

Gain/(losses) on repurchase/redemption of

senior notes 36,970 (20,236)

268,988 37,138

(c) Other expenses



捐贈 Donation (126) (10,340)

其他 Others (3,686) (268)

(3,812) (10,608)

總計 Total 318,124 66,069




6 除稅前溢利

除稅前溢利已扣除╱（計入）：

(a) 融資成本

* 借貸成本已按年利率11.02%（二零一九年：7.8%）資本化。

(b) 員工成本

6 PROFIT BEFORE TAXATION

Profit before taxation is arrived at after charging/(crediting):

(a) Finance costs



銀行貸款利息（附註23(c)） Interest on bank loans (note 23(c)) 199,010 165,187

租賃負債利息（附註23(c)） Interest on lease liabilities (note 23(c)) 16,530 18,547

優先票據利息（附註23(c)） Interest on senior notes (note 23(c)) 487,480 320,069

減：資本化至開發中待售物業及開發中投資物業的利息開支*

Less: Interest expense capitalised into properties


properties under development* (469,475) (317,530)

總計 Total 233,545 186,273

* The borrowing costs have been capitalised at a rate of 11.02% per annum (2019:

7.8%).

(b) Staff costs



薪金、花紅及其他福利 Salaries, bonuses and other benefits 127,054 129,777

退休福利計劃供款 Contributions to retirement benefit schemes 3,558 15,065

股本結算股份支付（附註29） Equity-settled share-based payments (note 29) 229 229

減：資本化至開發中待售物業及開發中投資物業的金額

Less: amount capitalised to properties under

development for sale and investment

properties under development (34,446) (36,432)

96,395 108,639




6 除稅前溢利（續）

(c) 其他項目

7 綜合損益表中的所得稅

(a) 綜合損益表中的稅項：

6 PROFIT BEFORE TAXATION (Continued)

(c) Other items



折舊 Depreciation

－自有物業、廠房及設備 – Owned property, plant and equipment 31,239 25,548

－使用權資產 – Right-of-use assets 5,441 5,496

36,680 31,044

核數師酬金 Auditors’ remuneration 1,400 1,300

物業成本 Cost of properties 1,102,025 1,011,883

7 INCOME TAX IN THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS

(a) Taxation in the consolidated statement of profit or loss represents:



即期稅項： Current tax:－中國企業所得稅（「企業所得稅」） – PRC corporate income tax (“CIT”) 64,970 86,250－土地增值稅 – LAT (21,479) 98,120－香港利得稅 – Hong Kong profits tax 2,861 –

46,352 184,370

遞延稅項（附註30） Deferred tax (note 30)－企業所得稅 – CIT 13,268 40,507－土地增值稅 – LAT 16,901 (24,530)

30,169 15,977

76,521 200,347




7 綜合損益表中的所得稅（續）

(a) 綜合損益表中的稅項：（續）

由於兩個期間內於開曼群島及英屬處女群島註冊成立之公司無須繳納任何稅項，故並無就該等公司確認任何稅項撥備。

香港利得稅撥備乃就截至二零二零年十二月三十一日止年度應用估計年度實際稅率16.5%（二零一九年：16.5%）計算。

中國所得稅撥備根據適用於位於中國的附屬公司的各自企業所得稅稅率25%（二零一九年：25%）計算。

土地增值稅就地價增值按介乎30%至60%

的累進稅率徵收，地價增值即物業銷售所得款項減去可扣減支出（包括就收購土地使用權所付款項、土地開發或新建樓宇及配套設施的成本和費用，或舊樓宇及構築物的估值、有關轉讓房地產的應繳稅項以及財政部規定的其他可扣減項目）。除上述扣減外，房地產開發商亦可享有額外扣減，等於收購土地使用權所付款項及土地開發和新建樓宇或相關設施建設成本的20%。

7 INCOME TAX IN THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS (Continued)

(a) Taxation in the consolidated statement of profit or loss represents: (Continued)

No provision for taxation has been recognised for companies incorporated in

the Cayman Island and the British Virgin Islands as they are not subject to

any tax during both periods.

The provision for Hong Kong Profits Tax is calculated by applying the

estimated annual effective tax rate of 16.5% (2019: 16.5%) to the year ended

31 December 2020.

The provision for PRC income tax is calculated based on the respective

corporate income tax rates of 25% (2019: 25%) applicable to the subsidiaries

located in the PRC.


appreciation of land value, being the proceeds from the sale of properties less

deductible expenditures including payments made for acquisition of land use

rights, costs and expenses for the development of the land or for construction

of new buildings and supporting facilities, or the assessed value for old

buildings and structures, tax payable relating to transfer of the real estate

and other deductible items prescribed by the Ministry of Finance. Apart

from the aforementioned deductions, property developers enjoy an additional

deduction, which is equal to 20% of the payment made for acquisition of

land use rights and the costs of land development and construction of new

buildings or related facilities.





(b) 按適用稅率計算的稅項開支與會計溢利之間的對賬：


(b) Reconciliation between tax expense and accounting profit at applicable tax rates:



除稅前溢利 Profit before taxation 126,766 452,875

按25%的中國企業所得稅稅率計算的稅項

Tax using PRC CIT rate of 25%

31,692 113,220

不可扣稅開支的稅務影響 Tax effect of expenses not deductible for tax purpose 45,845 71,329

毋須課稅收入的稅務影響 Tax effect of income not taxable for tax purpose (1,786) (25,006)

應佔聯營公司業績的稅務影響 Tax effect of share of results of associates 11,733 (26,263)

應佔合營企業業績的稅務影響 Tax effect of share of results of joint ventures (276) (1,517)

土地增值稅 LAT (21,479) 98,120

土地增值稅的稅務影響 Tax effect of LAT 5,370 (24,530)

未確認稅項虧損的稅務影響 Tax effect of tax losses not recognised 13,154 3,239

確認過往未確認稅項虧損的稅務影響

Tax effect of previously unrecognised tax losses now

recognised (5,052) (10,719)

就中國附屬公司未分配溢利繳納的預扣稅的影響

Effect of withholding tax on undistributed profit

from PRC subsidiaries (2,680) 2,474

實際稅項開支 Actual tax expense 76,521 200,347




8 董事酬金

董事酬金根據香港公司條例第383(1)條及公司（披露董事利益資料）規例第2部披露的董事酬金如下：

截至二零二零年十二月三十一日止年度

8 DIRECTORS’ EMOLUMENTS

Directors’ emoluments disclosed pursuant to section 383(1) of the Hong

Kong Companies Ordinance and Part 2 of the Companies (Disclosure of

Information about Benefits of Directors) Regulation are as follows:

For the year ended 31 December 2020

董事袍金薪金及

其他福利花紅

（附註 ii）退休福利計劃供款總計

Directors’ fees

Salaries and

other benefits

Bonuses

(note ii)

Contributions

to retirement

benefit schemes Total

人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

執行董事 Executive directors

王欽賢先生 Mr. Wong Yam Yin 303 – 4,857 – 5,160

王錦輝先生（附註 i） Mr. Wong Kam Fai (note i) 121 3,733 1,162 15 5,031

王錦強先生 Mr. Wong Kam Keung Barry 121 2,533 1,162 15 3,831

Tjie Tjin Fung先生 Mr. Tjie Tjin Fung 242 – 139 – 381

David Janata先生 Mr. David Janata 202 – 105 – 307

非執行董事 Non-executive directors

Kiky Gunawan先生 Mr. Kiky Gunawan 202 – 105 – 307

Janata Suwita先生 Mr. Janata Suwita 242 – 139 – 381

獨立非執行董事 Independent non-executive

directors

黃英來先生 Mr. Wong Ying Loi 121 – – – 121

李達生先生 Mr. Lie Tak Sen 121 – – – 121

李思強先生（附註 iv） Mr. Li Sze Keung (note iv) 121 – – – 121

黃楚基先生 Mr. Wong Cho Kei Bonnie 121 – – – 121

1,917 6,266 7,669 30 15,882




8 董事酬金（續）

截至二零一九年十二月三十一日止年度

8 DIRECTORS’ EMOLUMENTS (Continued)



其他福利花紅

（附註 ii）退休福利計劃供款總計

Directors’ fees

Salaries and

other benefits

Bonuses

(note ii)

Contributions

to retirement













directors



李耀輝先生（附註 iii） Mr. Li Yiu Fai (note iii) 68 – – – 68



2,007 6,370 11,597 64 20,038





附註：

(i) 王錦輝先生亦為本公司行政總裁，其於上文披露的酬金包括其作為行政總裁提供服務及作為執行董事的酬金。

(ii) 表現相關花紅乃參考董事的個人表現釐定。

(iii) 於二零一九年六月十四日，李耀輝先生已辭任獨立非執行董事。

(iv) 於二零一九年六月十四日，李思強先生已獲委任為獨立非執行董事。

於年內，本集團概無向本公司任何董事支付酬金作為加入本集團或加盟時之獎勵或失去職位之補償。於年內概無董事放棄任何酬金。


Notes:

(i) Mr. Wong Kam Fai is also the Chief Executive of the Company and his emoluments

disclosed above include those for his services as the Chief Executive and

remuneration as the Executive Director.

(ii) Performance related bonuses is determined by reference to the individual

performance of the directors.

(iii) Mr. Li Yiu Fai was resigned as independent non-executive director on 14 June

2019.

(iv) Mr. Li Sze Keung was appointed as independent non-executive director on 14 June

2019.

During the year, no emoluments were paid by the Group to any directors

of the Company as an inducement to join or upon joining the Group or

as compensation for loss of office. None of the directors has waived any

emoluments during the year.




9 最高酬金人士

五位最高酬金人士內，三名（二零一九年：三名）為董事，其酬金載於附註8。有關其他兩名（二零一九年：兩名）人士的酬金總額載列如下：

並非本公司董事且酬金介乎下列範圍之最高薪酬僱員數目如下：

於年內，本集團概無向五名最高薪酬人士中的任何一名支付酬金作為加入本集團或加盟時之獎勵或失去職位之補償。

9 INDIVIDUALS WITH HIGHEST EMOLUMENTS

Of the five individuals with the highest emoluments, 3 (2019: 3) are directors

whose emoluments are disclosed in note 8. The aggregate of the emoluments

in respect of the other 2 (2019: 2) individuals are as follows:



薪金及其他福利 Salaries and other benefits 3,012 3,044

花紅 Bonuses 2,476 1,874

以股本結算股份支付款項 Equity-settled share-based payments 39 39

退休福利計劃供款 Contributions to retirement benefit schemes 76 117

5,603 5,074

The number of the highest paid employees who are not the directors of the

Company whose remuneration fell within the following bands is as follows:


員工數目員工數目Number of individuals

Number of

individuals

零港元至1,000,000港元 HK$Nil – HK$1,000,000 – –

1,000,001港元至1,500,000港元 HK$1,000,001 – HK$1,500,000 – –

1,500,001港元至2,000,000港元 HK$1,500,001 – HK$2,000,000 – 1

2,500,001港元至3,000,000港元 HK$2,500,001 – HK$3,000,000 1 –

3,000,001港元至3,500,000港元 HK$3,000,001 – HK$3,500,000 – –

3,500,001港元至4,000,000港元 HK$3,500,001 – HK$4,000,000 – 1

4,000,001港元至4,500,000港元 HK$4,000,001 – HK$4,500,000 1 –

2 2

During the year, no emoluments were paid by the Group to any of the five

highest paid individuals as an inducement to join or upon joining the Group

or as compensation for loss of office.




10 其他全面收益

與其他全面收益各組成部分相關的稅務影響

11 每股盈利

(a) 每股基本盈利每股基本盈利乃根據本公司普通股股東應佔溢利人民幣34,788,000元（二零一九年：人民幣252,561,000元）及在年內已發行普通股的加權平均數1,802,456,000股計算（二零一九年：1,802,456,000股）計算。

普通股加權平均數：

(b) 每股攤薄盈利由於兩個報告期間本公司尚未行使購股權之行使價高於股份之平均市價，故於計算每股攤薄盈利時並無假設行使本公司尚未行使之購股權。因此，兩個期間之每股攤薄盈利與每股基本盈利相同。

10 OTHER COMPREHENSIVE INCOME

Tax effects relating to each component of other comprehensive income


除稅前稅項開支除稅後除稅前稅項開支除稅後Before tax Tax expense Net of tax Before tax Tax expense Net of tax

人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

換算功能貨幣並非人民幣的實體的財務報表的匯兌差額

Exchange differences on translation of financial statements of entities with functional currencies other than RMB 1,149 – 1,149 14,635 – 14,635

其他全面收益 Other comprehensive income 1,149 – 1,149 14,635 – 14,635

11 EARNINGS PER SHARE

(a) Basic earnings per share

The calculation of basic earnings per share is based on the profit attributable

to ordinary equity shareholders of the Company of RMB34,788,000 (2019:

RMB252,561,000) and the weighted average of 1,802,456,000 ordinary

shares (2019: 1,802,456,000 shares) in issue during the year.

Weighted average number of ordinary shares:

二零二零年二零一九年2020 2019千股千股

shares ’000 shares ’000

於一月一日及十二月三十一日已發行普通股及普通股的加權平均數

Issued ordinary shares and weighted average number of ordinary shares at 1 January and 31 December 1,802,456 1,802,456

(b) Diluted earnings per share

The computation of diluted earnings per share does not assume the exercise of

the Company’s outstanding share options because the exercise price of those

options was higher than the average market price for shares for both reporting

periods. Accordingly, the diluted earnings per share was same as the basic

earnings per share for both periods.




12 物業、廠房及設備 12 PROPERTY, PLANT AND EQUIPMENT

租賃土地及酒店物業

持作自用的土地及樓宇汽車

電腦及辦公設備

租賃物業裝修使用權資產總計

Leasehold land and hotel property

Land and Buildings held

for own useMotor

vehicles

Computers and office

equipmentLeasehold

improvementsRight-of-use

assets Total人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

成本 Cost

於二零一九年一月一日

At 1 January 2019

480,601 88,028 9,096 13,218 48,088 42,722 681,753

添置 Additions 15,402 7,903 498 4,574 19,042 17,902 65,321

轉撥自開發中待售物業

Transfer from properties under

development for sale 4,358 4,148 – – – – 8,506

匯兌差額 Exchange differences 4,479 – 39 23 7 – 4,548

出售 Disposals (405,320) – – (1,327) (607) – (407,254)

於二零一九年十二月三十一日及二零二零年一月一日

At 31 December 2019 and

1 January 2020

99,520 100,079 9,633 16,488 66,530 60,624 352,874

添置 Additions 3,910 – 593 2,534 44,425 – 51,462匯兌差額 Exchange differences – – (107) (48) – – (155)出售 Disposals – (9,639) (195) (334) – – (10,168)

於二零二零年十二月三十一日

At 31 December 2020103,430 90,440 9,924 18,640 110,955 60,624 394,013




於二零二零年十二月三十一日，賬面值約人民幣59,388,000元（二零一九年：人民幣6,956,000元）的租賃土地及酒店物業以及土地及樓宇已抵押予銀行，以為本集團獲授的若干銀行融資作擔保。





Leasehold land and hotel property

Land and Buildings held

for own useMotor

vehicles

Computers and office

equipmentLeasehold

improvementsRight-of-use

assets Total人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

累計折舊 Accumulated depreciation


At 1 January 2019

(9,449) (27,345) (6,565) (8,330) (22,880) – (74,569)

年內支出 Charge for the year (7,942) (4,794) (1,170) (731) (10,911) (5,496) (31,044)

匯兌差額 Exchange differences (106) – (39) (19) (2) – (166)

出售 Disposals 12,398 – – 840 366 – 13,604



1 January 2020

(5,099) (32,139) (7,774) (8,240) (33,427) (5,496) (92,175)年內支出 Charge for the year (7,815) (4,402) (1,035) (3,110) (14,877) (5,441) (36,680)匯兌差額 Exchange differences – – 107 38 – – 145出售 Disposals – 895 195 320 – – 1,410


At 31 December 2020

(12,914) (35,646) (8,507) (10,992) (48,304) (10,937) (127,300)

賬面淨值 Net book value


At 31 December 202090,516 54,794 1,417 7,648 62,651 49,687 266,713

於二零一九年十二月三十一日

At 31 December 2019

94,421 67,940 1,859 8,248 33,103 55,128 260,699

As at 31 December 2020, leasehold land and hotel property and land and

buildings with carrying amount of approximately RMB59,388,000 (2019:

RMB6,956,000) were pledged to banks to secure certain banking facilities

granted to the Group.

12 PROPERTY, PLANT AND EQUIPMENT (Continued)12 物業、廠房及設備（續）




13 INVESTMENT PROPERTIES

(a) Reconciliation of carrying amount

已竣工投資物業

開發中投資物業使用權資產總計

Completed investment properties

Investment properties

under development

Right-of-use assets Total

人民幣千元人民幣千元人民幣千元人民幣千元RMB’000 RMB’000 RMB’000 RMB’000

於二零一八年十二月三十一日

At 31 December 20185,062,769 645,300 – 5,708,069

首次應用國際財務報告準則第16號的影響（附註）

Impact on initial application of IFRS 16 (Note)

– – 211,084 211,084

於二零一九年一月一日 At 1 January 2019 5,062,769 645,300 211,084 5,919,153添置 Additions – 190,117 6,994 197,111轉撥自已竣工待售物業 Transfer from completed properties

for sale 54,893 – – 54,893轉撥 Transfer 914,447 (914,447) – –出售 Disposals (84,218) – – (84,218)於損益確認之公平值變動淨額

Net change in fair value recognised in profit or loss 65,797 133,430 (27,269) 171,958


At 31 December 2019 and 1 January 2020

6,013,688 54,400 190,809 6,258,897

添置 Additions 19,406 297,795 2,901 320,102轉撥自已竣工待售物業 Transfer from completed properties

for sale 19,900 – – 19,900出售 Disposals (49,994) – (12,311) (62,305)於損益確認之公平值變動淨額

Net change in fair value recognised in profit or loss (38,432) 157,305 (26,902) 91,971


At 31 December 20205,964,568 509,500 154,497 6,628,565

Note: As at 31 December 2020, investment properties with carrying amount of

approximately RMB3,102,778,000 (2019: RMB3,865,200,000) were pledged to

banks to secure certain banking facilities granted to the Group.

13 投資物業

(a) 賬面值對賬

附註：於二零二零年十二月三十一日，賬面值約人民幣3,102,778,000元（二零一九年：人民幣3,865,200,000元）的投資物業抵押予銀行，以為本集團獲授的若干銀行融資作擔保。




13 投資物業（續）

(b) 物業的公平值計量(i) 公平值等級

下表呈列本集團於報告期末按持續基準所計量的物業的公平值。該等金融工具已歸入國際財務報告準則第13號「公平值計量」所界定的三個公平值等級。本集團參照以下估值方法所採用的輸入數據的可觀察程度和重要性，從而釐定公平值計量數值所應歸屬的等級：

• 第一級估值：僅使用第一級輸入數據（即相同資產或負債於計量日期在活躍市場的未經調整報價）來計量公平值

• 第二級估值：第二級估值：使用第二級輸入數據（即未達第一級的可觀察輸入數據）並捨棄重大不可觀察輸入值來計量公平值。不可觀察輸入值是指欠缺市場資料的輸入數據

• 第三級估值：採用重大不可觀察輸入數據來計量公平值

13 INVESTMENT PROPERTIES (Continued)

(b) Fair value measurement of properties

(i) Fair value hierarchy

The following table presents the fair value of the Group’s properties

measured at the end of the reporting period on a recurring basis, categorised

into the three-level fair value hierarchy as defined in IFRS 13, Fair value

measurement. The level into which a fair value measurement is classified is

determined with reference to the observability and significance of the inputs

used in the valuation technique as follows:

• Level 1 valuations: Fair value measured using only Level 1 inputs

i.e. unadjusted quoted prices in active markets for identical assets or

liabilities at the measurement date

• Level 2 valuations: Fair value measured using Level 2 inputs i.e.

observable inputs which fail to meet Level 1, and not using significant

unobservable inputs. Unobservable inputs are inputs for which market

data are not available

• Level 3 valuations: Fair value measured using significant unobservable

inputs





(b) 物業的公平值計量（續）(i) 公平值等級（續）


(b) Fair value measurement of properties (Continued)

(i) Fair value hierarchy (Continued)

於二零二零年

十二月三十一日的公平值

Fair value at31 December

2020

於二零二零年十二月三十一日的公平值計量分類為

Fair value measurements as at31 December categorised into

第一級第二級第三級Level 1 Level 2 Level 3


經常性公平值計量 Recurring fair value measurement

中國內地： Mainland China:－商業物業 – Commercial properties 6,399,380 – – 6,399,380－停車場 – Car park 74,688 – – 74,688－使用權資產 – Right-of-use assets 154,497 – – 154,497

總計 Total 6,628,565 – – 6,628,565

於二零一九年



2019

於二零一九年十二月三十一日的公平值計量分類為

Fair value measurements as at31 December 2019 categorised into





總計 Total 6,258,897 – – 6,258,897






於截至二零二零年及二零一九年十二月三十一日止年度，第一級與第二級之間並無轉撥，而第三級亦無轉入或轉出。本集團政策為於公平值等級之間出現轉撥的報告期末確認轉撥。

本集團的所有已竣工投資物業、開發中投資物業及使用權資產均已於二零二零年十二月三十一日進行重估。估值乃由華坊諮詢評估有限公司（「華坊」）（一間香港的獨立合資格估值師公司，在物業估值方面擁有相關經驗）進行。於各中期及年度報告日期進行估值時，本集團的財務總監已與估值師討論估值假設及估值結果。




During the year ended 31 December 2020 and 2019, there were no transfers

between Level 1 and Level 2, or transfers into or out of Level 3. The Group’s

policy is to recognise transfers between levels of fair value hierarchy as at the

end of the reporting period in which they occur.

All of the Group’s completed investment properties, investment properties

under development and right-of-use assets were revalued as at 31 December

2020. The valuations were carried out by CHFT Advisory And Appraisal

Ltd. (“CHFT”), a firm of independent qualified valuers in Hong Kong with

relevant experience in the valuation of properties. The Group’s chief financial

officer has discussion with the surveyors on the valuation assumptions and

valuation results when the valuation is performed at each interim and annual

reporting date.





(b) 物業的公平值計量（續）(ii) 有關第三級公平值計量的資料



(ii) Information about Level 3 fair value measurements

物業類型公平值等級估值技術重大不可觀察輸入數據不可觀察輸入數據範圍不可觀察輸入數據與公平值的關係

Property

category

Fair value

hierarchy

Valuation

techniques

Significant

unobservable inputs

Range of

unobservable inputs

Relationship of unobservable

inputs to fair value

Completed investment

properties

Commercial properties

Level 3 Direct comparison Adjusted market price

(RMB/square meter), and

7,970 to 109,200

(2019: 10,179 to 80,183)

The higher the adjusted market price,

the higher the fair value.

已竣工投資物業商業物業第三級直接比較法經調整市價（人民幣元╱平方米）及

7,970至109,200（二零一九年：10,179至80,183）

經調整市價越高，公平值越高。

Level adjustment 0% to 65%

(2019: 0% to 65%)

The lower the level adjustment,


級別調整 0%至65%（二零一九年：0%至65%）

級別調整越低，公平值越高。

Level 3 Income method Capitalisation rate, and 4% to 6%

(2019: 4% to 5.5%)

The higher the capitalisation rate,

the lower the fair value

第三級收入法資本化率及 4%至6%（二零一九年：4%至5.5%）

資本化比率越高，公平值越低。

Daily unit rent

(RMB/square meter)

2 to 17

(2019: 1 to 17)

The higher the daily unit rent, the higher

the fair value

單位日租（人民幣元╱平方米）

2至17（二零一九年：1至17）單位日租越高，公平值越高。

Car park Level 3 Direct comparison Adjusted market price

(RMB/per car park)

158,730 to 316,667

(2019: 158,730 to 350,769)


the higher the fair value

停車場第三級直接比較法經調整市價（人民幣元╱停車位）

（二零一九年：158,730至350,769）



under development

Level 3 Residual approach Adjusted market price

(RMB/square meter)

11,045 to 22,582

(2019: 13,561 to 22,801)


the higher the fair value

開發中投資物業第三級剩餘值法經調整市價（人民幣元╱平方米）

11,045至22,582（二零一九年：13,561至22,801）


Budgeted cost

(RMB/square meter)

4,973 to 7,736

(2019: 5,651 to 7,981)

The higher the budgeted cost, the lower

the fair value

預算成本（人民幣元╱平方米）

4,973至7,736（二零一九年：5,651至7,981）

預算成本越高，公平值越低。

Anticipated developer’s

profit margin

10% to 20%

(2019: 10% to 20%)

The higher the anticipated developer’s

profit margin, the lower the fair value

預期開發商利潤率 10%至20%（二零一九年：10%至20%）

預期開發商利潤率越高，公平值越低。




已竣工投資物業的公平值乃經參考可資比較物業的市場交易或問詢憑證（視情況而定），以資本化源自現有租約或市場租賃的租金收入為基準，並適當考慮物業的復歸收入潛力（如適用）而釐定。


Property

category

Fair value

hierarchy

Valuation

techniques

Significant

unobservable inputs

Range of

unobservable inputs



Right-of-use assets Sub-leased

properties

Level 3 Income method Capitalisation rate 6.5% to 6.75%

(2019: 6.5% to 6.75%)

The higher the capitalisation rate, the

lower the fair value使用權資產分租物業第三級收入法資本化率 6.5%至6.75%（二零一九年：

6.5%至6.75%）資本化比率越高，公平值越低。

Daily unit rent

(RMB/square meter)

1 to 16 (2019: 1 to 27) The higher the daily unit rent, the

higher the fair value

單位日租（人民幣元╱平方米）

1至16（二零一九年：1至27）單位日租越高，公平值越高。

The fair value of completed investment properties is determined by making

reference to the market transactions or asking evidence, as the case may be, of

comparable properties, and on the basis of capitalisation of the rental income

derived from existing tenancies or market rental with due allowance for

reversionary income potential of the properties, where appropriate.



(ii) Information about Level 3 fair value measurements (Continued)


(b) 物業的公平值計量（續）(ii) 有關第三級公平值計量的資料（續）






開發中投資物業的公平值乃經參考類似物業的當前或近期價格，根據建造預算、承諾合約、意外事件撥備以及開發商利潤率得出的竣工估計成本（該等數據反映有關（其中包括）工程完工情況及建議開發項目適銷性的風險以及可達致的預期收入或於估值日期的資本增值）而釐定。

使用權資產的公平值乃通過使用風險調整貼現率對與資產相關的預期現金流量序列進行貼現而釐定。估值乃經參考各自資產的資本化率及出租率。所使用的貼現率已根據質量及位置進行調整。公平值計量與資本化率及出租率呈正相關，與風險調整貼現率呈負相關。

投資物業的公平值調整於綜合損益表的「投資物業公平值變動」項目中確認。




The fair value of investment properties under development is determined

by making reference to the current or recent prices of similar properties and

estimated costs to completion based on construction budget, committed

contracts, allowances for contingencies as well as developer’s profit margin,

which reflect the risks in relation to, inter alia, the completion of the

construction and marketability of proposed development, and in achieving

the anticipated income or capital appreciation on the date of valuation.

The fair value of right-of-use assets is determined by discounting a projected

cash flow series associated with the assets using risk-adjusted discount rates.

The valuation takes into account capitalisation rate and rental rate of the

respective assets. The discount rates used have been adjusted for the quality

and location. The fair value measurement is positively correlated to the

capitalisation rate and the rental rate, and negatively correlated to the risk-

adjusted discount rates.

Fair value adjustment of investment properties is recognised in the line item

“changes in fair value of investment properties” on the face of the consolidated

statement of profit or loss.





(c) 使用權資產按相關資產類別劃分的使用權資產的賬面淨值分析如下：

附註：本集團已通過租賃協議獲得使用其他物業經營酒店的權利。租賃通常初步為期8至15年。租賃付款通常每1至3年增加一次，以反映市場租金。


(c) Right-of-use assets

The analysis of the net book value of right-of-use assets by class of underlying

asset is as follows:

二零二零年十二月三十一日

二零一九年十二月三十一日

31 December

2020

31 December

2019


租賃作自用的其他物業（以折舊成本列賬）（附註）

Other properties leased for own use, carried at

depreciated cost (Note) 49,687 55,128

剩餘租期介乎4至10年之間的租賃投資物業的所有權權益（按公平值列賬）

Ownership interests in leasehold investment

property, carried at fair value, with remaining

lease term of between 4 to 10 years 154,497 190,809

204,184 245,937

Note: The Group has obtained the right to use of other properties through tenancy

agreements to operate hotels. The leases typically run for an initial period of 8 to

15 years. Lease payments are usually increased every 1 to 3 years to reflect market

rentals.





(c) 使用權資產（續）在損益中確認的租賃有關的費用項目分析如下：

年內，使用權資產增加人民幣2,901,000元。該金額為根據新租賃協議應付的所有資本化租賃付款。

有關租賃現金流出總額及租賃負債到期分析的詳情分別載於附註23(d)及26。

誠如附註2(c)所披露者，本集團已採納香港財務報告準則第16號租賃、COVID-19

相關租金減免（修訂本），並已將修訂本所引入的可行權宜方法應用於本集團於期內取得的所有合資格租金減免。進一步詳情披露於下文 (i)。


(c) Right-of-use assets (Continued)

The analysis of expense items in relation to leases recognised in profit or loss

is as follows:



按租賃作自用的其他物業類別劃分的使用權資產的折舊開支

Depreciation charge of right-of-use assets by

class of other properties leased for own use 5,441 5,496

按投資物業類別劃分的使用權資產的公平值變動

Fair value change of right-of-use assets by class of

investment property 26,902 27,269

租賃負債利息（附註6(a)） Interest on lease liabilities (note 6(a)) 16,530 18,547

已收COVID-19相關租金減免 COVID-19-related rent concessions received 5,545 –

During the year, additions to right-of-use assets were RMB2,901,000. This

amount is all the capitalised lease payments payable under new tenancy

agreements.

Details of total cash outflow for leases and the maturity analysis of lease

liabilities are set out in notes 23(d) and 26, respectively.

As disclosed in note 2(c), the Group has adopted the Amendment to HKFRS

16, Leases, Covid-19-Related Rent Concessions, and applies the practical

expedient introduced by the Amendment to all eligible rent concessions

received by the Group during the period. Further details are disclosed in (i)

below.





(c) 使用權資產（續）(i) 租賃作自用的其他物業

本集團已透過租賃協議取得使用其他物業經營酒店的權利。租賃的初始期限通常為8至15年。租賃付款一般每1至3年便會增加，以反映市場租金。

部分租賃可選擇於合約期限結束後重續額外租期。在可行情況下，本集團力求採用本集團可行使的續租選擇權，以提供運營靈活性。本集團於租賃開始日期評估行使續租選擇權之決定是否合理。倘本集團無法合理確定行使續租選擇權，則續租期間的未來租賃付款不計入租賃負債的計量。該等未來租賃付款的潛在風險概述如下：

於二零二零年，在為抑制COVID-19疫情傳播而採取嚴厲的社交距離及出遊限制措施期間，本集團以固定付款享有折讓的形式獲得租金減免。年內固定租賃付款金額為人民幣5,545,000元（二零一九年：零）。



(i) Other properties leased for own use

The Group has obtained the right to use other properties through tenancy

agreements to operate hotels. The leases typically run for an initial period of 8

to 15 years. Lease payments are usually increased every 1 to 3 years to reflect

market rentals.

Some leases include an option to renew the lease for an additional period after

the end of the contract term. Where practicable, the Group seeks to include

such extension options exercisable by the Group to provide operational

flexibility. The Group assesses at lease commencement date whether it

is reasonably certain to exercise the extension options. If the Group is

not reasonably certain to exercise the extension options, the future lease

payments during the extension periods are not included in the measurement

of lease liabilities. The potential exposure to these future lease payments is

summarised below:

已確認的租賃負債（已貼現）

並無計入租賃負債的續租選擇權項下潛在未來租賃付款（未貼現）

Lease liabilities recognised

(discounted)

Potential future lease

payments under extension

options not included in

lease liabilities

(undiscounted)

二零二零年二零一九年二零二零年二零一九年2020 2019 2020 2019


經營酒店 Operate hotels 56,300 59,066 75,858 82,308

During 2020 the Group received rent concessions in the form of a discount

on fixed payments during the period of severe social distancing and travel

restriction measures introduced to contain the spread of COVID-19. The

amount of fixed lease payments for the year is RMB 5,545,000 (2019: nil).





(d) 投資物業本集團根據經營租賃出租投資物業。租賃通常初步為期1至10年。租賃付款通常每1至4年增加一次，以反映市場租金。

於報告日期，本集團於未來期間應收的不可撤銷經營租賃項下的未折現租賃付款如下：

14 於附屬公司之投資

下表僅載列主要對本集團於二零二零年十二月三十一日的業績、資產或負債造成影響的附屬公司詳情。除非另有所指外，所持股份類別為普通股。


(d) Investment properties

The Group leases out investment property under operating leases. The leases

typically run for an initial period of 1 to 10 years. Lease payments are usually

increased every 1 to 4 years to reflect market rentals.

Undiscounted lease payments under non-cancellable operating leases in place

at the reporting date will be receivable by the Group in future periods as

follows:



1年內 Within 1 year 190,860 168,769

1年後但5年內 After 1 year but within 5 years 280,543 219,729

5年後 After 5 years 41,039 43,237

512,442 431,735

14 INVESTMENTS IN SUBSIDIARIES

The following list contains only the particulars of subsidiaries which

principally affected the results, assets or liabilities of the Group as at 31

December 2020. The class of shares held is ordinary unless otherwise stated.

擁有權權益佔比Proportion of ownership interest

公司名稱註冊成立及營業地點業務結構形式已發行及繳足股本及債務證券詳情

本集團實際權益

本公司所持有

附屬公司所持有主要業務

Name of company

Place of incorporation

and business

Form of business

structure

Particulars of issued

and paid-up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a

subsidiary Principal activities

金輪翡翠有限公司英屬處女群島（「英屬處女群島」）

有限責任公司 1美元 100% 100% – 投資控股

Golden Wheel Jade Company Limited British Virgin Islands

(“BVI”)

Limited liability

company

US$1 100% 100% – Investment holding




14 於附屬公司之投資（續）




本公司所持有


Name of company


and business

Form of business

structure


and paid-up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


金輪明珠有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Pearl Company Limited BVI Limited liability

company


金輪鑽石有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Diamond Company

Limited

BVI Limited liability

company


金輪寶石有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Jewel Company

Limited


company


金輪水晶有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Crystal Company

Limited


company


金輪琥珀有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Amber Company

Limited


company


金輪碧壐有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Tourmaline Company

Limited


company


金輪奧寶有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Opal Company Limited BVI Limited liability

company


金輪紅寶有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Ruby Company

Limited


company


14 INVESTMENTS IN SUBSIDIARIES (Continued)







本公司所持有


Name of company


and business

Form of business

structure


and paid-up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


金輪綠寶有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Emerald Company

Limited


company


金輪藍寶有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Sapphie Company

Limited


company


金輪翠玉有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Jasper Company

Limited


company


金輪翠寶有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Treasure Company

Limited


company


金輪鑽寶有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Trinity Company

Limited


company


金輪琺瑯有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Enamel Company

Limited


company


金輪琉璃有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Liuli Company Limited BVI Limited liability

company


金輪明翠有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Bright Jade Company

Limited


company


14 INVESTMENTS IN SUBSIDIARIES (Continued)14 於附屬公司之投資（續）








本公司所持有


Name of company


and business

Form of business

structure


and paid-up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


勝年有限公司英屬處女群島有限責任公司 100美元 100% – 100% 投資控股Winning Year Company Limited BVI Limited liability

company

US$100 100% – 100% Investment holding

金輪珍寶有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Jumbo Company

Limited


company


金輪國際投資有限公司香港有限責任公司 100,000,000港元 100% – 100% 投資控股Golden Wheel International

Investment Limited

Hong Kong Limited liability

company

HK$100,000,000 100% – 100% Investment holding

金輪國際興業有限公司香港有限責任公司 48,000,000港元 100% – 100% 投資控股Golden Wheel International

Corporation Limited


company


金輪國際創建有限公司香港有限責任公司 30,000,000港元 100% – 100% 投資控股Golden Wheel International Creation

Company Limited


company


金輪國際創富有限公司香港有限責任公司 30,000,000港元 100% – 100% 投資控股Golden Wheel International Capital

Company Limited


company


金輪國際創億有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Billion

Limited


company


金輪國際創發有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Wealth

Limited


company









本公司所持有


Name of company


and business

Form of business

structure


and paid-up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


金輪國際創進有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Trend

Limited


company


金輪國際創績有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Success

Limited


company


金輪國際創輝有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Glory

Company Limited


company


金輪國際創意有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Idea

Company Limited


company


金輪國際創新有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International

Innovation Company Limited


company


金輪國際創豐有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Harvest

Limited


company


金輪國際創佳有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Merit

Limited


company


金輪國際創揚有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Inherit

Company Limited


company










本公司所持有


Name of company


and business

Form of business

structure


and paid-up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


金輪國際創智有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Wisdom

Company Limited


company


金輪國際創優有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Excellent

Limited


company


貳發有限公司香港有限責任公司 1港元 100% – 100% 房地產開發Success Seeker Limited Hong Kong Limited liability

company

HK$1 100% – 100% Property development

南京翡翠金輪置業有限公司中國中外合資企業 14,950,000美元 100% – 100% 房地產開發及物業租賃Nanjing Jade Golden Wheel Realty

Company Limited *

the PRC Sino-foreign joint venture US$14,950,000 100% – 100% Property development and

property leasing

株洲金輪房地產開發有限公司中國外商獨資企業 13,200,000美元 100% – 100% 房地產開發及物業租賃Zhuzhou Golden Wheel Real Estate

Development Co., Ltd.*

the PRC Wholly-foreign invested

enterprise

US$13,200,000 100% – 100% Property development and

property leasing

揚州金輪房地產開發有限公司中國中外合資企業 13,000,000美元 100% – 100% 房地產開發Yangzhou Golden Wheel Real Estate


the PRC Sino-foreign joint venture US$13,000,000 100% – 100% Property development

株洲金輪商業管理有限公司中國國內有限責任公司人民幣500,000元 100% – 100% 房地產業務管理Zhuzhou Golden Wheel Business

Management Co., Ltd.*

the PRC Domestic limited liability

company

RMB500,000 100% – 100% Property operation

南京金輪房地產開發有限公司中國外商獨資企業 6,130,000美元 100% – 100% 房地產開發及物業租賃Nanjing Golden Wheel Real Estate



enterprise


property leasing









本公司所持有


Name of company


and business

Form of business

structure


and paid-up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


南京明珠金輪置業有限公司中國外商獨資企業 2,000,000美元 100% – 100% 房地產開發及酒店營運Nanjing Pearl Golden Wheel Realty

Co., Ltd.*


enterprise


hotel operation

南京捷運房地產投資有限責任公司

中國國內有限責任公司人民幣280,000,000元 100% – 100% 房地產開發

Nanjing Metro Real Estate Investment

Co., Ltd.*


company

RMB280,000,000 100% – 100% Property development

南京水晶金輪置業有限公司中國外商獨資企業人民幣45,000,000元 100% – 100% 房地產開發Nanjing Crystal Golden Wheel Realty

Co., Ltd.*


enterprise


南京金輪商業管理股份有限公司中國中外合資企業人民幣32,000,000元 100% – 100% 物業租賃Nanjing Golden Wheel Business


the PRC Sino-foreign joint venture RMB32,000,000 100% – 100% Property leasing

長沙金輪星豪酒店有限公司中國國內有限責任公司人民幣5,000,000元 100% – 100% 酒店營運Changsha Golden Wheel Xinghao

Hotel Co., Ltd.*


company

RMB5,000,000 100% – 100% Hotel operation

南京藍寶金輪置業有限公司中國中外合資企業人民幣330,000,000元 100% – 100% 房地產開發Nanjing Sapphie Golden Wheel Real

Estate Co., Ltd.*

the PRC Sino-foreign joint venture RMB330,000,000 100% – 100% Property development

南京珍寶金輪置業有限公司中國中外合資企業人民幣500,000,000元 88% – 88% 房地產開發Nanjing Jumbo Golden Wheel Realty

Company Limited*










本公司所持有


Name of company


and business

Form of business

structure


and paid-up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


南京紅寶金輪置業有限公司中國中外合資企業人民幣452,000,000元 100% – 100% 房地產開發Nanjing Ruby Golden Wheel Real

Estate Co., Ltd.*


無錫市益眾房地產開發有限公司中國外商獨資企業人民幣230,000,000元 100% – 100% 房地產開發Wuxi Yizhong Real Estate



enterprise


南京碧璽商業管理有限公司中國外商獨資企業人民幣5,000,000元 100% – 100% 房地產業務管理Nanjing Tourmaline Business

Management Company Limited*


enterprise

RMB5,000,000 100% – 100% Property operation

揚州蘇房投置業有限公司（附註1）中國國內有限責任公司人民幣20,000,000元 32.64% – 32.64% 房地產開發Yangzhou Sufangtou Real Estate

Co., Ltd.* (Note 1)


company

RMB20,000,000 32.64% – 32.64% Property development

揚州市經濟技術開發區金輪星悅酒店管理有限公司

中國國內有限責任公司人民幣15,000,000元 100% – 100% 酒店營運

Yangzhou Economic & Technological

Development Zone Golden Wheel

Sing Yuet Hotel Management

Co., Ltd.*


company


長沙翡翠金輪置業有限公司中國外商獨資企業 5,000,000美元 100.00% – 100.00% 房地產開發Changsha Jade Golden Wheel Realty

Company Limited*


enterprise

USD5,000,000 100.00% – 100.00% Property development









本公司所持有


Name of company


and business

Form of business

structure


and paid-up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


無錫金輪房地產開發有限公司中國外商獨資企業 6,000,000美元 100.00% – 100.00% 房地產開發及物業租賃Wuxi Golden Wheel Real Estate



enterprise

USD6,000,000 100.00% – 100.00% Property development and

property leasing

南京金輪創輝商業管理有限公司中國外商獨資企業 2,000,000美元 100.00% – 100.00% 投資控股Nanjing Chuanghui Golden Business

management Co., Ltd.*


enterprise

USD2,000,000 100.00% – 100.00% Investment Holding

金輪商業管理控股有限公司香港有限責任公司 1港元 100.00% – 100.00% 房地產業務管理Golden Wheel Commercial

Management Holdings Limited


company

HK$1 100.00% – 100.00% Property operation

株洲翡翠金輪置業有限公司中國外商獨資企業人民幣400,000,000元 100.00% – 100.00% 房地產開發Zhuzhou Jade Golden Wheel Realty

Company Limited*


enterprise


無錫金輪創輝商業管理有限公司中國國內有限責任公司人民幣1,000,000元 100.00% – 100.00% 物業租賃Wuxi Chuanghui Golden Business



company

RMB1,000,000 100.00% – 100.00% Property leasing

南京金輪星致酒店有限公司中國國內有限責任公司人民幣5,000,000元 100.00% – 100.00% 酒店營運Nanjing Golden Wheel Xingzhi

Hotel Co., Ltd.*


company

RMB5,000,000 100.00% – 100.00% Hotel operation

南京星豪裝飾工程有限公司中國國內有限責任公司人民幣1,000,000元 100.00% – 100.00% 物業裝修Nanjing Xinghao Decoration

Engineering Co., Ltd.*


company

RMB1,000,000 100.00% – 100.00% Property decoration









本公司所持有


Name of company


and business

Form of business

structure


and paid-up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


南京綠寶金輪置業有限公司中國中外合資企業人民幣651,000,000元 100.00% – 100.00% 房地產開發Nanjing Emerald Golden Wheel Real

Estate Co., Ltd.*

the PRC Sino-foreign joint venture RMB651,000,000 100.00% – 100.00% Property development

南京金輪酒店管理有限公司中國外商獨資企業 2,000,000美元 100.00% – 100.00% 投資控股Nanjing Golden Wheel Hotel



enterprise

USD2,000,000 100.00% – 100.00% Investment Holding

無錫翡翠金輪置業有限公司中國國內有限責任公司人民幣20,000,000元 100.00% – 100.00% 房地產開發Wuxi Jade Golden Wheel Realty

Company Limited*


company


無錫地鐵商業發展有限公司中國國內有限責任公司人民幣30,000,000元 60.00% – 60.00% 物業租賃Wuxi Metro Business Development

Company Limited*


company


南京金輪興達商業管理有限公司中國國內有限責任公司人民幣12,000,000元 100.00% – 100.00% 物業租賃Nanjing Golden Wheel Xingda

Business Management Co., Ltd.*


company


揚州經濟技術開發區瑞祥商業管理有限公司

中國外商獨資企業 16,000,000.00美元 100.00% – 100.00% 投資控股


Development Zone Ruixiang

Business Management Co., Ltd.*


enterprise

USD16,000,000.00 100.00% – 100.00% Investment Holding

南京金藝商業管理有限公司中國國內有限責任公司人民幣6,000,000元 100.00% – 100.00% 物業租賃Nanjing Jinyi Business Management

Co., Ltd.*


company






* 上述公司的英文翻譯僅供參考。該等公司的官方名稱為中文。

附註1：該實體根據投資協議入賬列為附屬公司，該實體董事會可指導實體的相關活動。由於本集團可委任該實體董事會中半數以上的董事，因此本集團董事認為本集團能夠對該實體行使控制權。




本公司所持有


Name of company


and business

Form of business

structure


and paid-up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


南京金輪星豪酒店有限公司中國國內有限責任公司人民幣2,000,000元 100.00% – 100.00% 酒店管理Nanjing Golden Wheel Xinghao

Hotel Co., Ltd.*


company

RMB2,000,000 100.00% – 100.00% Hotel operation

* The English translation of the above companies are for reference only. Their official

names are in Chinese.

Note 1: The entity is accounted for as a subsidiary as in accordance with the investment

agreement. The board of directors of the entity can direct the relevant activities of

the entity. Since the Group is able to appoint more than half of the directors in the

board of the entity, the directors of the Group consider that the Group is able to

exercise control to the entity.





15 於聯營公司的權益

下表僅載列重大聯營公司的詳情，其均為於二零二零年十二月三十一日並無市場報價的非上市公司實體：

15 INTERESTS IN ASSOCIATES

The following list contains only the particulars of material associates, all

of which are unlisted corporate entities whose quoted market price is not

available as at 31 December 2020:


聯營公司名稱業務架構形式註冊成立及營業地點註冊資本本集團

實際權益本公司所持有


Name of associate

Form of business

structure


and business Registered capital

Group’s

effective

interest

Held

by the

Company

Held

by a

subsidiary Principal activity

（人民幣）(RMB)

南京名寓置業有限公司（「南京名寓」）

國內有限責任公司中國 730百萬元 33% – 33% 房地產開發（附註1）

Nanjing Mingyu Real Estate

Co., Ltd. (“Nanjing Mingyu”)*

Domestic limited liability

company

The PRC 730 million 33% – 33% Property development

(Note 1)

南京銳昱房地產開發有限公司（「南京銳昱」）


Nanjing Ruiyu Real Estate

Development Co., Ltd.

(“Nanjing Ruiyu”)*


company


(Note 2)

常州市沛淩房地產開發有限公司（「常州沛淩」）

中外合資企業中國 750百萬元 13.33% – 13.33% 房地產開發（附註3）

Changzhou Peiling Real Estate


(“Changzhou Peiling”)*

Sino-foreign joint venture The PRC 750 million 13.33% – 13.33% Property development

(Note 3)

江蘇房投城市發展股份有限公司（「江蘇房投」）

國內有限責任公司中國 1,000百萬元 18% – 18% 投資控股（附註4）

Jiangsu Realty Investment Urban


(”Jiangsu Fangtou”)*


company

The PRC 1,000 million 18% – 18% Investment holding

(Note 4)




15 於聯營公司的權益（續）





Name of associate

Form of business

structure



Group’s

effective

interest

Held

by the

Company

Held

by a



連雲港蘇房投置業有限公司（「連雲港蘇房投」）


Lianyungang Sufangtou Realty

Investment Co., Ltd.

(“Lianyungang Sufangtou”)*


company


(Note 5)

江蘇尚好置業有限公司（「江蘇尚好」）


Jiangsu Shanghao Real Estate


(“Jiangsu Shanghao”)*


company


(Note 6)

揚州九和置業有限公司（「揚州九和」）


Yangzhou Jiuhe Real Estate


(“Yangzhou Jiuhe”)*


company


(Note 7)



15 INTERESTS IN ASSOCIATES (Continued)

* 上述公司的英文名稱僅供參考。彼等的中文名稱乃正式名稱。





附註1：於二零一七年一月，本集團與另外兩名獨立第三方共同成立南京名寓，向其注資人民幣240,900,000元並持有33%股權。南京名寓為於中國成立的有限責任公司，從事房地產開發業務。於二零一九年，南京名寓於中國南京開始交付物業。於二零二零年，南京名寓由本集團擁有。於二零二零年十月二十九日，本集團於中國註冊成立的全資附屬公司南京金輪創輝商業管理有限公司與在中國成立的一家第三方合夥企業訂立股份轉讓協議，並出售了本集團於中國註冊成立的聯營公司南京名寓的33%股權，代價為人民幣279,300,000元。出售聯營公司權益產生的虧損為人民幣62,170,000元。

附註2：於二零一七年十月，本集團與另外三名獨立第三方共同成立南京銳昱，向其注資人民幣5,000,000元並持有25%股權。南京銳昱為於中國成立的有限責任公司，從事房地產開發業務。於二零一九年，南京銳昱於中國南京開始交付物業。

附註3：於二零一七年十二月，本集團與另外兩名獨立第三方共同成立常州沛淩，向其注資人民幣100,000,000元並持有13.33%

股權。本集團亦於常州沛淩董事會中委任一名董事，因此，本集團董事認為本集團對常州沛淩有重大影響力。常州沛淩為於中國成立的有限責任公司，從事房地產開發業務。於二零二零年，常州沛淩已於常州完成其房地產發展項目，並於二零二零年開始交付該項目。

附註4：於二零一九年九月，本集團與另外五名獨立第三方成立江蘇房投，本集團向其注資人民幣 18,000,000元並持有 18%股權。本集團有權於江蘇房投的董事會中委任一名董事，因此，本集團董事認為本集團對江蘇房投有重大影響力。江蘇房投為一間於中國成立的有限責任公司，從事房地產投資。於二零一九年，江蘇房投於中國揚州投資房地產開發項目。於二零二零年，江蘇房投已投資中國南京的一個房地產開發項目及中國連雲港的2個房地產開發項目。


Note 1: In January 2017, Nanjing Mingyu was established by the Group and other two

independent third parties, among which the Group injected capital contribution

of RMB240,900,000 and has a 33% equity interest. Nanjing Mingyu is a limited

liability company established in PRC and engaged in property development.

In 2019, Nanjing Mingyu has commenced delivery of properties in Nanjing,

PRC. In 2020, Nanjing Mingyu has was by the Group. On 29 October 2020,

Nanjing Golden Wheel Glory Commercial Management Co., Ltd., the Group’s

wholly-owned subsidiary incorporated in the PRC, entered into a share transfer

agreement with a third party partnership established in the PRC, and disposed

33% equity interest of the Group’s associate incorporated in the PRC, Nanjing

Mingyu, at a consideration of RMB279,300,000. The losses on this disposal of

interest in associates is RMB62,170,000.

Note 2: In October 2017, Nanjing Ruiyu was established by the Group and other three


of RMB5,000,000 and has a 25% equity interest. Nanjing Ruiyu is a limited

liability company established in PRC and engaged in property development. In

2019, Nanjing Ruiyu commenced delivery of project in Nanjing, PRC.

Note 3: In December 2017, Changzhou Peiling was established by the Group and

other two independent third parties, among which the Group injected capital

contribution of RMB100,000,000 and has a 13.33% equity interest. The Group

is able to appoint a director in the board of directors of Changzhou Peiling and

therefore the directors of the Group consider that the Group has significant

influence over Changzhou Peiling. Changzhou Peiling is a limited liability

company established in PRC and engaged in property development. In 2020,

Changzhou Peiling has completed the construction of its property development

project in Changzhou and commenced delivery of project in 2020.

Note 4: In September 2019, Jiangsu Fangtou was established by the Group and other five


of RMB18,000,000 and has a 18% equity interest. The Group is able to appoint a

director in the board of directors of Jiangsu Fangtou and therefore the directors of

the Group consider that the Group has significant influence over Jiangsu Fangtou.

Jiangsu Fangtou is a limited liability company established in PRC and engaged

in property investment. In 2019, Jiangsu Fangtou has invested a property

development project in Yangzhou, PRC. In 2020, Jiangsu Fangtou has invested

a property development project in Nanjing, PRC, and 2 properties development

projects in Lianyungang, PRC.





附註5：於二零二零年八月，本集團與其他四名獨立第三方成立連雲港蘇房投，其中本集團注資人民幣5,900,000元及擁有10%

股權。本集團能夠於連雲港蘇房投的董事會委任一名董事，故本集團董事認為本集團對連雲港蘇房投擁有重大影響。連雲港蘇房投為於中國成立的有限責任公司，從事於房地產開發業務。於二零二零年，連雲港蘇房投投資了中國連雲港的一個房地產開發項目。

附註6：於二零二零年四月，本集團與另一名其他獨立第三方成立江蘇尚好。本集團注資人民幣8,900,000元及擁有49%股權。本集團的股權於二零二零年六月變動為51%。此後，本集團的實體權益變動為37%。江蘇尚好投資了中國連雲港的一個房地產開發項目。

附註7：揚州九和於二零二零年二月成立。本集團於二零二零年九月以代價人民幣31,064,000元收購其49%股權。揚州九和為一家於中國成立的有限責任公司，從事房地產開發業務。於二零二零年，揚州九和投資了中國揚州的一個房地產開發項目。

上述所有聯營公司使用權益法計入綜合財務報表。


Note 5: In August 2020, Lianyungang Sufangtou was established by the Group and

other four independent third parties, among which the Group injected capital

contribution of RMB5,900,000 and has a 10% equity interest. The Group is

able to appoint a director in the board of directors of Lianyungang Sufangtou

and therefore the directors of the Group consider that the Group has significant

influence over Lianyungang Sufangtou. Lianyungang Sufangtou is a limited


2020, Lianyungang Sufangtou has invested a property development project in

Lianyungang, PRC.

Note 6: Jiangsu Shanghao was established by the Group and the other third party in

April 2020. The Group injected capital contribution of RMB8,900,000 and has a

49% equity interest. The Group’s equity interests changed to 51% in June 2020.

Afterwards, the Group changes the entity interests to 37%. Jiangsu Shanghao has

invested a property development project in Lianyungang, PRC.

Note 7: Yangzhou Jiuhe was established in February 2020. The Group acquired the 49%

interest in September 2020 at a consideration of RMB31,064,000. Yangzhou

Jiuhe is a limited liability company established in PRC and engaged in property

development. In 2020, Yangzhou Jiuhe has invested a property development

project in Yangzhou, PRC.

All of the above associates are accounted for using the equity method in the

consolidated financial statements.





已就會計政策的任何差異作出調整之重大聯營公司的財務資料概要與綜合財務報表內的賬面值的對賬披露如下：


Summarised financial information of the material associates, adjusted for any

differences in accounting policies, and reconciled to the carrying amounts in

the consolidated financial statements, are disclosed below:

常州沛淩

Changzhou Peiling



聯營公司賬面總值 Gross amounts of the associate’s

流動資產 Current assets 1,196,605 2,398,201

非流動資產 Non-current assets 220 6,168

流動負債 Current liabilities (278,109) (1,691,614)

權益 Equity (918,716) (712,755)

收益 Revenue 1,729,004 –

持續經營溢利╱（虧損） Profit/(losses) from continuing operations 205,961 (7,867)

其他全面收益 Other comprehensive income – –

全面收益╱（虧損）總額 Total comprehensive income/(loss) 205,961 (7,867)

與本集團於聯營公司的權益對賬

Reconciled to the Group’s interests in the

associate

聯營公司資產淨值的賬面總值 Gross amounts of net assets of the associate 918,716 712,755

本集團實際權益 Group’s effective interest 13.33% 13.33%

本集團應佔聯營公司的資產淨值 Group’s share of net assets of the associate 122,495 95,034

綜合財務報表之賬面值 Carrying amount in the consolidated

financial statements 122,495 95,034





個別非重大聯營公司的匯總資料：


Aggregate information of associates that are not individually material:



綜合財務報表內個別非重大聯營公司的賬面總值

Aggregate carrying amount of individually

immaterial associates in the consolidated


本集團應佔該等聯營公司的總額 Aggregate amounts of the Group’s share of those

associates’

持續經營（虧損）╱溢利 (Loss)/profit from continuing operations (12,215) 1,123

不可持續經營虧損 Loss from discontinued operations (62,170) –


全面（虧損）╱收益總額 Total comprehensive (loss)/income (74,385) 1,123




16 於合營企業的權益

以下乃本集團於二零二零年十二月三十一日於合營企業的權益詳情，該等權益使用權益法計入綜合財務報表內：


16 INTERESTS IN JOINT VENTURES

Details of the Group’s interest in joint ventures 31 December 2020, which

is accounted for using the equity method in the consolidated financial

statements, are as follows:

擁有權權益佔比 Proportion of ownership interest

合營企業名稱業務結構形式註冊成立及營業地點註冊資本本集團



Name of joint ventureForm of businessstructure

Place of incorporationand business Registered capital

Group’s effective

interest

Held by the

Company

Held by a


寶龍金輪珊瑚有限公司（「寶龍金輪珊瑚」）（附註1）

有限責任公司英屬處女群島（「英屬處女群島」）

50,000美元 49% 49% – 投資控股

Powerlong Golden Wheel Coral Company Limited (“Powerlong Golden Wheel Coral”)* (Note 1)

Limited liability company

British Virgin Islands (“BVI”)

US$50 thousand 49% 49% – Investment holding

寶龍金輪國際創譽有限公司（附註1）

有限責任公司香港 10百萬港元 49% – 49% 投資控股

Powerlong Golden Wheel International Famous Limited(“Powerlong Golden Wheel Famous”)* (Note 1)


Hong Kong HK$10 million 49% – 49% Investment holding

揚州金輪寶龍置業有限公司（附註1）

外商獨資企業中國 61百萬美元 49% – 49% 房地產開發

Yangzhou Golden Wheel Powerlong Realty Co., Ltd. (“Yangzhou Golden Wheel Powerlong Realty”)* (Note 1)

Wholly-foreign invested enterprise

the PRC US$61 million 49% – 49% Property development

揚州嘉世威建設發展有限公司（「揚州嘉世威」）（附註2）

國內有限責任公司中國人民幣140百萬元 20% – 20% 房地產開發

Yangzhou Jiashiwei Construction Development Limited(“Yangzhou Jiashiwei”)* (Note 2)

Domestic limited liability company

the PRC RMB140 million 20% – 20% Property development






16 於合營企業的權益（續）

附註1：於二零二零年及二零一九年十二月三十一日，本集團持有寶龍金輪珊瑚的49%股本投資，而寶龍金輪珊瑚持有寶龍金輪創譽的全部權益，而寶龍金輪創譽持有揚州金輪寶龍置業的全部股權（統稱為「珊瑚集團」）。

根據合營企業協議，珊瑚集團由本集團及另一訂約方共同控制，因為影響其參與珊瑚集團業務回報之相關活動需要本集團及共同持有控制權的另一訂約方之一致同意。因此，珊瑚集團乃入賬列為本集團之合營企業。

附註2：於二零二零年及二零一九年十二月三十一日，本集團持有揚州嘉世威20%

的股權。根據合營企業協議，揚州嘉世威由本集團及其他訂約方共同控制，因為影響其參與揚州嘉世威業務回報之相關活動需要本集團及共同持有控制權的其他訂約方之一致同意。因此，揚州嘉世威乃入賬列為本集團之合營企業。

16 INTERESTS IN JOINT VENTURES (Continued)

Note 1: At 31 December 2020 and 2019, the Group holds 49% of the equity investments

of Powerlong Golden Wheel Coral, which holds 100% interests in Powerlong

Golden Wheel Famous and which in turn holds 100% equity interests in

Yangzhou Golden Wheel Powerlong Realty (collectively referred to as the “Coral

Group”).

Under the joint venture agreement, the Coral Group is jointly controlled by

the Group and the other party because the relevant activity affecting its returns

from its involvement with the Coral Group requires the unanimous consent of

the Group and other party sharing the control. Therefore the Coral Group is

accounted for as a joint venture of the Group.

Note 2: At 31 December 2020 and 2019, the Group holds 20% of the equity interests

of Yangzhou Jiashiwei. Under the joint venture agreement, Yangzhou Jiashiwei

is jointly controlled by the Group and other parties because the relevant activity

affecting its returns from its involvement with the Yangzhou Jiashiwei requires

the unanimous consent of the Group and other parties sharing the control.

Therefore, Yangzhou Jiashiwei is accounted for as a joint venture of the Group.





已就會計政策的任何差異作出調整之珊瑚集團的財務資料概要與綜合財務報表內賬面值之對賬披露如下：


Summarised financial information of Coral Group, adjusted for any differences

in accounting policies, and a reconciliation to the carrying amount in the

consolidated financial statements, are disclosed below:



珊瑚集團總值 Gross amounts of Coral Group

流動資產 Current assets 709,712 596,738

非流動資產 Non-current assets 683,908 721,940

流動負債 Current liabilities (307,812) (252,507)

非流動負債 Non-current liabilities (293,220) (278,220)

權益 Equity (792,588) (787,951)

上述資產及負債包括： Included in the above assets and liabilities:

現金及現金等價物 Cash and cash equivalents 5,483 14,514

流動金融負債（不包括貿易及其他應付款項以及撥備）

Current financial liabilities (excluding trade and

other payables and provisions) (4,120) (3,303)

非流動金融負債（不包括貿易及其他應付款項以及撥備）

Non-current financial liabilities (excluding trade

and other payables and provisions) (205,000) (220,000)

收益 Revenue 91,966 39,202

持續經營業務溢利 Profit from continuing operations 4,637 16,082


全面收益總額 Total comprehensive income 4,637 16,082

上述溢利包括： Included in the above profit:

折舊及攤銷 Depreciation and amortisation – 720

利息收入 Interest income 120 197

與本集團於珊瑚集團的權益對賬 Reconciled to the Group’s interest in Coral Group

珊瑚集團資產淨值總額 Gross amounts of Coral Group net assets 792,588 787,951

本集團實際權益 Group’s effective interest 49% 49%

本集團應佔珊瑚集團的資產淨值 Group’s share of Coral Group net assets 388,368 386,096

本集團權益賬面值 Carrying amount of the Group’s interests 388,368 386,096





個別非重大合營企業的匯總資料：


Aggregate information of joint ventures that are not individually material:



綜合財務報表內個別非重大合營企業的賬面總值

Aggregate carrying amount of individually

immaterial joint venture in the consolidated


本集團應佔該等合營企業以下項目總額

Aggregate amounts of the Group’s share of the

joint venture’s

持續經營業務虧損 Loss from continuing operations (1,167) (1,810)


全面收益總額 Total comprehensive income (1,167) (1,810)




17 其他金融資產

附註：非上市股本證券指廈門國際銀行股份有限公司（「廈門國際銀行」）的股權，該銀行為一間於中國成立的持牌商業銀行，主要從事銀行業務、零售銀行及融資業務。賬面值於報告期末按公平值計量。於報告期末，總賬面值人民幣192,440,000元（二零一九年：人民幣203,144,000元）已抵押予銀行，以為本集團獲授的若干銀行融資作擔保。

18 開發中待售物業

於二零二零年十二月三十一日，本集團之開發中待售物業位於中國。所有開發中待售物業乃按成本與可變現淨值之較低者列賬。於報告期末，本集團賬面值約人民幣2,742,114,000元（二零一九年：人民幣2,997,061,000元）之若干開發中待售物業已抵押予銀行，以為本集團獲授之若干銀行融資作擔保。

17 OTHER FINANCIAL ASSETS



按公平值計入損益的金融資產 Financial assets measured at FVTPL

－持作買賣 – Held-for-trading 39,966 5,525

－非上市股本證券（附註） – Unlisted equity securities (Note) 192,440 203,144

－其他 – Others 93,255 10,760

按公平值計入其他全面收益的金融資產

Financial assets measured at FVTOCI

3,834 7,763

329,495 227,192

減：流動資產項下一年內到期款項 Less: Amounts due within one year shown under

current assets (39,966) (5,525)

非流動資產款項 Amounts shown under non-current assets 289,529 221,667

Note: The unlisted equity securities represent an equity interests in Xiamen International

Bank Co., Ltd. (“XIB”), a licensed commercial bank established in the PRC and is

principally engaged in the banking business, retail banking and funding business.

The carrying amount is measured at fair value at the end of the reporting period.

At the end of reporting period, total carrying amount of RMB 192,440,000 (2019:



18 PROPERTIES UNDER DEVELOPMENT FOR SALE

At 31 December 2020, the Group’s properties under development for

sale are situated in the PRC. All of the properties under development for

sales are stated at the lower of cost and net realizable value. At the end of

reporting period, certain of the Group’s properties under development for

sale with a carrying amount of approximately RMB2,742,114,000 (2019:

RMB2,997,061,000) were pledged to banks to secure certain banking

facilities granted to the Group.




19 已竣工待售物業

於二零二零年十二月三十一日，本集團已竣工待售物業位於中國及香港。所有已竣工待售物業乃按成本與可變現淨值之較低者列賬。於報告期末，本集團賬面值約人民幣1,251,619,000元（二零一九年：人民幣508,245,000元）之若干已竣工待售物業已抵押予銀行，以為本集團獲授之若干銀行融資作擔保。

20 合約資產

於二零二零年及二零一九年十二月三十一日資本化之合約成本與支付予銷售僱員及房地產代理（彼等的銷售活動促使客戶就本集團於報告日期仍在建的物業訂立買賣協議）的增量銷售佣金有關。合約成本於相關物業銷售收益確認之期間在綜合損益表確認為銷售及營銷開支的一部分。於年內在損益確認之資本化成本金額為人民幣15,205,000元（二零一九年：人民幣6,473,000元）。年內概無有關資本化成本期初結餘或資本化成本的減值。

19 COMPLETED PROPERTIES FOR SALE

At 31 December 2020, the Group’s completed properties for sale are situated

in the PRC and Hong Kong. All completed properties for sales are stated

at the lower of cost and net realizable value. At the end of reporting period,

certain of the Group’s completed properties for sale with a carrying amount of

approximately RMB1,251,619,000 (2019:RMB508,245,000) were pledged

to banks to secure certain banking facilities granted to the Group.

20 CONTRACT ASSETS



獲得合約的增量成本 Incremental costs to obtain contracts 15,205 6,473

Contract costs capitalised as at 31 December 2020 and 2019 relate to the

incremental sales commissions paid to sales employees and property agents

whose selling activities resulted in customers entering into sale and purchase

agreements for the Group’s properties which are still under construction

at the reporting date. Contract costs are recognised as part of selling and

marketing expenses in the consolidated statement of profit or loss in the

period in which revenue from the related property sales is recognised. The

amount of capitalised costs recognised in profit or loss during the year was

RMB15,205,000 (2019: RMB6,473,000). There was no impairment in

relation to the opening balance of capitalised costs or the costs capitalised

during the year.




21 貿易及其他應收款項

貿易應收款項主要包括銷售物業的若干代價以及自置投資物業及分租物業的應收租金。銷售物業之代價須根據相關買賣協議條款收取。租金一般會預先收取。然而，可能會酌情授予若干客戶較長的信貸期。

附註：

(i) 給予聯營公司、合營企業及承包商的墊款為無抵押、免息及須按要求償還。

(ii) 其他預付稅項包括銷售物業產生的中國應收增值稅。

21 TRADE AND OTHER RECEIVABLES

Trade receivables mainly comprises certain consideration for sale of properties

and rental receivable in respect of self-owned investment properties and sub-

leased properties. Consideration in respect of sale of properties is receivable in

accordance with the terms of related sale and purchase agreements. Rentals

are usually received in advance. However, longer credit periods might grant

to certain customers on a discretions basis.



貿易應收款項 Trade receivables 77,996 169,141

應收聯營公司及合營企業款項

Amount due from associates and joint

ventures (i) 110,427 45,065

其他應收款項 Other debtors 253,914 94,852

減：信貸虧損準備 Less: Allowance for credit losses (27,714) (27,714)

按攤銷成本計量的金融資產 Financial assets measured at amortised cost 414,623 281,344

給予承包商的墊款 Advances to contractors (i) 12,023 19,933

其他預付稅項 Other taxes prepaid (ii) 108,297 47,496

534,943 348,773

Notes:

(i) The advances to associates, joint ventures and contractors are unsecured, interest-

free and repayable on demand.

(ii) Included in other taxes prepaid are value added tax receivables in PRC arising from

the sales of property.




21 貿易及其他應收款項（續）

賬齡分析截至報告期末，基於物業交付日╱服務提供日呈列的貿易應收款項（扣除信貸虧損撥備）的賬齡分析如下：

所有其他貿易及其他應收款項預期於一年內收回或確認為開支。

有關本集團信貸政策及貿易債權人及應收款項所產生的信貸風險載於附註32(a)。

21 TRADE AND OTHER RECEIVABLES (Continued)

Ageing analysis

As of the end of the reporting period, the ageing analysis of trade receivables

net of allowance for credit losses presented based on the date of delivery of

properties/date of rendering of services, is as follows:



30天內 Within 30 days 69,510 166,297

31至60天 31 to 60 days 6,709 1,711

61至180天 61 to 180 days 1,777 1,133

77,996 169,141

All of the other trade and other receivables are expected to be recovered or

recognised as expense within one year.

Further details on the Group’s credit policy and credit risk arising from trade

debtors and bills receivable are set out in note 32(a).




22 受限制銀行存款

附註：

(i) 該等款項指存置於中國若干銀行的人民幣銀行存款及僅可用於本集團於中國的若干房地產開發項目。受限制銀行存款將於物業項目獲得竣工證後解除。

(ii) 該等款項指抵押予銀行作為本集團客戶獲銀行授予若干按揭貸款的抵押品的人民幣銀行存款。受限制銀行存款在銀行收到客戶向銀行提交相關物業的房屋所有權證作為授出按揭貸款的抵押品後將會解除。本公司董事認為，房屋所有權證將於未來十二個月授出。

(iii) 該等款項指抵押予銀行作為若干銀行借款的抵押品的人民幣銀行存款。

22 RESTRICTED BANK DEPOSITS



其他受限制存款 Other restricted deposits (i) 257,138 197,510

就客戶獲授的擔保抵押的存款

Deposits pledged for guarantees granted to

customers (ii) 13,957 10,349

就銀行貸款抵押的存款 Deposits pledged for bank loans (iii) 293,098 566,500

564,193 774,359

分析如下： Analysed as:

流動 Current 383,182 604,359

非流動 Non-current 181,011 170,000

564,193 774,359

Notes:

(i) The amounts represent bank deposits in RMB placed with certain banks in the PRC

and the usage of which are restricted to certain of the Group’s property development

projects in the PRC. The restricted bank deposits will be released when the property

projects obtain the certification of the completion.

(ii) The amounts represent bank deposits in RMB pledged to banks as security for

certain mortgage loans granted by the banks to the Group’s customers. The

restricted bank deposits will be released upon receiving the building ownership

certificate of the respective properties by the banks from the customers as a pledge

for security to the mortgage loans granted. In the opinion of the directors of the

Company, the building ownership certificates will be granted within the next

twelve months.

(iii) The amounts represent bank deposits in RMB pledged to banks as security for

certain bank borrowings.




22 受限制銀行存款（續）

受限制銀行存款的固定利率如下：

23 現金及其他現金流量資料

(a) 現金由以下組成：

22 RESTRICTED BANK DEPOSITS (Continued)

The restricted bank deposits carry fixed interest rates as follows:



年利率範圍 Range of interest rate per annum 0.3%–3.575% 0.3%–3.575%

23 CASH AND OTHER CASH FLOW INFORMATION

(a) Cash comprise:



手頭現金 Cash on hand 1,605 1,068

銀行現金 Cash at bank 847,515 978,140

總計 Total 849,120 979,208




23 現金及其他現金流量資料（續）

(b) 除稅前溢利與經營所得現金之對賬：

23 CASH AND OTHER CASH FLOW INFORMATION (Continued)

(b) Reconciliation of profit before taxation to cash generated from operations:




對以下各項作出調整： Adjustments for:

投資物業公平值變動 Changes in fair value of investment

properties 13(a) (91,971) (171,958)

按公平值計入損益的金融資產公平值變動

Changes in fair value of financial assets

measured at FVTPL 5(b) (368) (32,548)

按公平值計入其他全面收益的金融資產減值虧損

Impairment loss of financial assets

measured at FVTOCI 3,930 2,287

物業、廠房及設備折舊 Depreciation of property, plant and

equipment 6(c) 36,680 31,044

財務成本 Finance costs 6(a) 233,545 186,273

按公平值計入損益的金融資產的股息收入


measured at FVTPL 5(a) (6,267) (5,968)

銀行存款利息收入 Interest income from banks deposits 5(a) (31,503) (18,035)

金融資產利息收入 Interest income from financial assets (878) (2,077)

出售按公平值計入損益的金融資產收益

Gain on disposal of financial assets


出售附屬公司收益 Gain on disposal of a subsidiary 5(b) – (63,918)

購回優先票據的（收益）╱虧損

(Gain)/losses on repurchase of senior

notes 5(b) (36,970) 20,236

應佔聯營公司的虧損╱（溢利） Share of losses/(profits) of associates 15 46,930 (105,050)

應佔合營企業的溢利 Share of profits of joint ventures 16 (1,105) (6,070)

以股本結算股份支付款項開支

Equity-settled share-based payment

expenses 229 229

匯兌（收益）╱虧損 Foreign exchange (gain)/losses (231,650) 85,999






營運資本變動： Changes in working capital:

開發中待售物業增加 Increase in properties under development

for sale (96,553) (354,684)

已竣工待售物業增加 Increase in completed properties for sale (758,010) (531,435)

貿易及其他應收款項減少╱（增加）

Decrease/(Increase) in trade and other

receivables 316,617 (63,773)

貿易及其他應付款項增加 Increase in trade and other payables 265,789 540,009

合約負債增加 Increase in contract liabilities 910,532 479,567

合約資產增加 Increase in contract assets (8,732) (4,680)

預收租金增加╱（減少） Increase/(decrease) in rental received in

advance 13,861 (13,519)

受限制銀行存款增加 Increase in restricted bank deposits (63,236) (118,501)

經營所得現金 Cash generated from operations 624,680 302,724


(b) Reconciliation of profit before taxation to cash generated from operations:


(b) 除稅前溢利與經營所得現金之對賬：





(c) 融資活動之負債對賬下表詳列本集團融資活動之負債變動，包括現金及非現金變動。融資活動產生之負債乃指其現金流量或未來現金流量於本集團綜合現金流量表中分類為或將分類為融資活動現金流量之負債。


(c) Reconciliation of liabilities arising from financing activities

The table below details changes in the Group’s liabilities from financing

activities, including both cash and non-cash changes. Liabilities arising from

financing activities are liabilities for which cash flows were, or future cash

flows will be, classified in the Group’s consolidated cash flow statement as

cash flows from financing activities.

銀行貸款應付利息優先票據應付聯營公司及合營企業款項租賃負債總額

Bank loansInterest

payables Senior notes

Amount due to associates and joint ventures Lease liabilities Total

人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000（附註27）（附註28）（附註24）（附註26）

(note 27) (note 28) (note 24) (note 26)


At 31 December 2019 and 1 January 2020 3,741,793 100,426 2,686,511 438,859 292,467 7,260,056

融資現金流量變動： Changes from financing cash flows:

新銀行貸款所得款項 Proceeds from new bank loans 468,748 – – – – 468,748償還銀行貸款 Repayment of bank loans (1,274,181) – – – – (1,274,181)聯營公司及合營企業墊款 Advances from associates and joint ventures – – – 53,584 – 53,584向聯營公司及合營企業還款 Repayments to associates and joint ventures – – – (31,000) – (31,000)已付租賃租金資本部分 Capital element of lease rentals paid – – – – (22,008) (22,008)已付租賃租金利息部分 Interest element of lease rentals paid – – – – (16,530) (16,530)發行優先票據所得款項 Proceeds from issue of senior notes – – 2,561,986 – – 2,561,986發行優先票據應佔開支款項 Payment of expense attributable to issue of

senior notes – – (34,006) – – (34,006)購回優先票據 Repurchase of senior note – – (1,790,411) – – (1,790,411)已付利息 Interest paid – (476,418) – – – (476,418)

融資現金流量變動總額 Total changes from financing cash flows (805,433) (476,418) 737,569 22,584 (38,538) (560,236)

匯兌調整 Exchange adjustments (141,732) – (185,014) – – (326,746) 其他變動： Other changes:

因年內訂立新租賃導致租賃負債增加

Increase in lease liabilities from entering into new leases during the year – – – – 2,902 2,902

利息開支（附註6(a)） Interest expenses (note 6(a)) 199,010 – 487,480 – 16,530 703,020終止及修改租約 Termination and modification of lease – – – – (12,311) (12,311)贖回優先票據收益（附註5(b)） Gain on redemption of senior notes (note 5(b)) – – (36,970) – – (36,970)應付一間聯營公司款項減少 Decrease of amounts due to an associate – – – (201,300) – (201,300)分期償還優先票據及銀行貸款 Amortization of senior notes and bank loan (182,132) 571,585 (384,691) – – 4,762

其他變動總額 Total other changes 16,878 571,585 65,819 (201,300) 7,121 460,103

於二零二零年十二月三十一日 At 31 December 2020 2,811,506 195,593 3,304,885 260,143 261,050 6,833,177





(c) 融資活動之負債對賬（續）


(c) Reconciliation of liabilities arising from financing activities (Continued)

銀行貸款應付利息優先票據應付聯營公司及合營企業款項租賃負債總額

Bank loans Interest payables Senior notes

Amount due toassociates andjoint ventures Lease liabilities Total

人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000（附註27）（附註28）（附註24）（附註26）

(note 27) (note 28) (note 24) (note 26)

於二零一八年十二月三十一日 At 31 December 2018 2,529,263 75,206 3,326,739 311,905 – 6,243,113

初始採納國際財務報告準則第16號的影響

Impact on initial application of IFRS 16 – – – – 291,689 291,689

於二零一九年一月一日 At 1 January 2019 2,529,263 75,206 3,326,739 311,905 291,689 6,534,802


新銀行貸款所得款項 Proceeds from new bank loans 2,902,580 – – – – 2,902,580償還銀行貸款 Repayment of bank loans (1,722,920) – – – – (1,722,920)聯營公司及合營企業墊款 Advances from associates and joint ventures – – – 165,045 – 165,045向聯營公司及合營企業還款 Repayments to associates and joint ventures – – – (38,091) – (38,091)已付租賃租金資本部分 Capital element of lease rentals paid – – – – (24,118) (24,118)已付租賃租金利息部分 Interest element of lease rentals paid – – – – (18,547) (18,547)發行優先票據所得款項 Proceeds from issue of senior notes – – 1,224,475 – – 1,224,475發行優先票據應佔開支款項 Payment of expense attributable to issue of senior

notes – – (18,014) – – (18,014)購回優先票據 Repurchase of senior note – – (1,018,394) – – (1,018,394)償還優先票據本金 Repayment of principal of senior notes – – (966,344) – – (966,344)已付利息 Interest paid – (387,250) – – – (387,250)

融資現金流量變動總額 Total changes from financing cash flows 1,179,660 (387,250) (778,277) 126,954 (42,665) 98,422

匯兌調整 Exchange adjustments 28,708 – 49,189 – – 77,897

其他變動： Other changes:


Increase in lease liabilities from entering into new leases during the year – – – – 24,896 24,896

利息開支（附註6(a)） Interest expenses (note 6(a)) 165,187 – 320,069 – 18,547 503,803贖回優先票據虧損（附註5(b)） Loss on redemption of senior notes

(note 5(b)) – – 20,236 – – 20,236分期償還優先票據及銀行貸款 Amortization of senior notes and

bank loan (161,025) 412,470 (251,445) – – –

其他變動總額 Total other changes 4,162 412,470 88,860 – 43,443 548,935

於二零一九年十二月三十一日 At 31 December 2019 3,741,793 100,426 2,686,511 438,859 292,467 7,260,056





(d) 租賃現金流出總額

該等金額與下列金額有關：


(d) Total cash outflow for leases



經營現金流量 Within operating cash flows – –

融資現金流量 Within financing cash flows 38,538 42,665

38,538 42,665

These amounts relate to the following:



已付租賃租金 Lease rentals paid 38,538 42,665




24 貿易及其他應付款項

附註：

(i) 應付聯營公司及合營企業款項為無抵押、免息及須按要求償還。

於報告期末，基於發票日呈列的貿易應付款項的賬齡分析如下：

24 TRADE AND OTHER PAYABLES



貿易應付款項 Trade payables 1,260,938 886,378

其他應付款項 Other payables 654,058 483,621

應付聯營公司及合營企業款項 Amounts due to associates and joint

ventures (i) 260,143 438,859

2,175,139 1,808,858

Note:

(i) Amounts due to associates and joint ventures are unsecured, interest-free and

repayment on demand.

As of the end of the reporting period, the ageing analysis of trade payables

presented based on the invoice date, is as follows:



180天內 Within 180 days 1,175,729 823,867

181至365天 181 to 365 days 114 22,714

1年以上 Over 1 year 85,095 39,797

貿易應付款項總額 Total trade payables 1,260,938 886,378




25 合約負債

於本集團與客戶訂立買賣協議時，本集團收取部分合約價值作為客戶按金。該等按金確認為合約負債，直至物業完工及依法轉讓予客戶。代價的餘下部分通常在合法轉讓完成時支付。然而，本集團或會根據市況在標示銷售價上給予客戶折讓，但前提是客戶同意在施工期間而非在合法轉讓時提前支付餘款。有關墊款計劃產生的合約負債於餘下物業建築期間按合約價格全數確認。此外，合約負債將因本集團應計的利息開支而增加，以反映於支付日期至合法轉讓完成日期期間自客戶獲得的任何融資利益影響。由於該等應計費用使合約負債金額於建築期間增加，因此於已竣工物業控制權轉讓至客戶時增加了已確認收益金額。

25 CONTRACT LIABILITIES



預售物業收取的按金及預付款項

Deposits and prepayments received from pre-sale

of properties 1,881,711 971,179

The Group receives part of the contract value as a deposit from customers

when they sign the sale and purchase agreements. These deposits are

recognised as a contract liability until the properties are completed and legally

assigned to the customers. The rest of the consideration is typically paid when

legal assignment is completed. However, depending on market conditions,

the Group may offer customers a discount compared to the listed sales price,

provided that the customers agree to pay the balance of the consideration

early while construction is still ongoing, rather than on legal assignment.

Such advance payment schemes result in contract liabilities being recognised

throughout the remaining property construction period for the full amount

of the contract price. In addition, the contract liabilities will be increased

by the amount of interest expense being accrued by the Group to reflect the

effect of any financing benefit obtained from the customers during the period

between the payment date and the completion date of legal assignment. As

this accrual increases the amount of the contract liability during the period

of construction, it therefore increases the amount of revenue recognised when

control of the completed property is transferred to the customer.




25 合約負債（續）

年內，合約負債變動如下：

從預售物業所收取的預售按金及預付款項金額預期於一年內確認為收入。

25 CONTRACT LIABILITIES (Continued)

Movements in contract liabilities during the year are as follows:



於一月一日之結餘 Balance at 1 January 971,179 491,612

因確認計入期初合約負債的年內收益產生的合約負債減少

Decrease in contract liabilities as a result of

recognising revenue during the year that

was included in the contract liabilities at the

beginning of the period (1,144,467) (491,612)

因提前結算預售活動產生的合約負債增加

Increase in contract liabilities as a result of

billing in advance of pre-sales activities 2,054,999 971,179

於十二月三十一日之結餘 Balance at 31 December 1,881,711 971,179

The amount of forward sales deposits and prepayments received from pre-sale

of property is expected to be recognised as income within one year.




26 租賃負債

下表載列本集團於當前及過往報告期末及過渡至國際財務報告準則第16號日期的租賃負債餘下合約到期情況：

26 LEASE LIABILITIES

The following table shows the remaining contractual maturities of the

Group’s lease liabilities at the end of the current and previous reporting

periods and at the date of transition to IFRS 16:

於二零二零年十二月三十一日於二零二零年一月一日At 31 December 2020 At 1 January 2020

最低租賃付款現值

最低租賃付款總額


最低租賃付項總額

Present value

of the minimum

lease payments

Total

minimum

lease payments

Present value

of the minimum

lease payments

Total

minimum

lease payments


一年內 Within 1 year 45,862 47,372 43,298 44,798

一年後但兩年內 After 1 year but within 2 years 45,121 49,803 44,015 52,482

兩年後但五年內 After 2 years but within 5 years 113,284 140,160 121,888 147,641

五年後 After 5 years 56,783 86,816 83,266 129,064

215,188 276,779 249,169 329,187

261,050 324,151 292,467 373,985

減：未來利息開支總額

Less: total future interest expenses

(63,101) (81,518)

租賃負債現值 Present value of lease liabilities 261,050 292,467




27 銀行貸款

於二零二零年十二月三十一日，須償還銀行貸款情況如下：

於二零二零年十二月三十一日，銀行貸款擔保情況如下：

27 BANK LOANS

At 31 December 2020, the bank loans were repayable as follows:



一年內或按要求償還 Within 1 year or on demand 1,831,855 2,393,017

一年後但兩年內 After 1 year but within 2 years 601,848 483,150

兩年後但五年內 After 2 years but within 5 years 377,803 865,626

979,651 1,348,776

2,811,506 3,741,793

At 31 December 2020, the bank loans were secured as follows:



抵押 Secured 2,718,866 3,658,836

無抵押 Unsecured 92,640 82,957

2,811,506 3,741,793




27 銀行貸款（續）

於各報告期末，本集團為獲取銀行融資向銀行抵押以下資產：

本集團所有銀行貸款須達成有關本集團若干資產負債表比率的契諾後方可作實。倘本集團違反契諾，則須於要求時償還已動用的貸款。本集團定期監察對該等契諾的遵守情況。有關本集團管理流動資金風險的進一步詳情載於附註32(b)。

27 BANK LOANS (Continued)

At the end of respective reporting periods, the following assets were pledged

to banks to secure banking facilities granted to the Group:



物業、廠房及設備 Property, plant and equipment 59,388 6,956

投資物業 Investment properties 3,102,778 3,865,200

按公平值計入損益的金融資產 Financial assets measured at FVTPL 192,440 203,144

開發中待售物業 Properties under development for sale 2,742,114 2,997,061

已竣工待售物業 Completed properties for sale 1,251,619 508,245

受限制銀行存款 Restricted bank deposits 293,098 566,500

7,641,437 8,147,106

All of the Group’s banking facilities are subject to the fulfilment of covenants

relating to certain of the Group’s balance sheet ratios. If the Group were to

breach the covenants the drawn down facilities would become payable on

demand. The Group regularly monitors its compliance with these covenants.

Further details of the Group’s management of liquidity risk are set out in

note 32(b).




28 優先票據 28 SENIOR NOTES



於一月一日 As at 1 January 2,686,511 3,326,739

年內發行所得款項淨額 Net proceeds from issuing during the year 2,527,980 1,206,461

年內利息 Interest for the year 487,480 320,069

年內已付╱應付利息 Interest paid/payable for the year (384,691) (251,445)

年內匯兌（收益）╱虧損 Exchange (gain)/loss for the year (185,014) 49,189

購回優先票據 Senior notes repurchase (1,827,381) (998,158)

償還本金 Repayment of principal – (966,344)

於十二月三十一日 As at 31 December 3,304,885 2,686,511

減：列為流動負債 Less: shown as current liabilities (1,221,429) (185,149)

列為非流動負債 Shown as non-current liabilities 2,083,456 2,501,362




28 優先票據（續）

於二零一六年十一月三日，本公司按面值發行本金總額100,000,000美元的優先票據（「第四批優先票據」）。第四批優先票據以美元計值，並於新加坡證券交易所有限公司上市。第四批優先票據按票面年利率8.25%計息，每半年於期後支付，除非提早贖回或購回，否則將於二零一九年十一月三日到期。發行第四批優先票據旨在為現有債務再融資，及為新物業項目提供資金及作一般公司用途。於二零一八年，本集團購回金額為12,000,000美元之優先票據。於二零一九年，本公司償還金額為88,000,000美元之優先票據。

於二零一七年四月二十五日，本公司進一步於新加坡證券交易所有限公司發行本金總額200,000,000美元的第四批優先票據額外優先票據（「第四批優先票據額外票據」）。第四批優先票據額外票據按票面年利率8.25%計息，每半年於期後支付，除非提早贖回或購回，否則將於二零一九年十一月三日到期。第四批優先票據額外票據的發售價為本金額的101.237%。第四批優先票據額外票據的其他條款與第四批優先票據相同。第四批優先票據額外票據的詳情載於本公司日期為二零一七年四月十一日的公告內。於二零一九年，本公司購回及償還金額為200,000,000美元之優先票據。

於二零一八年一月十一日，本公司按面值發行本金總額200,000,000美元的優先票據（「第五批優先票據」）。第五批優先票據以美元計值，並於新加坡證券交易所有限公司上市。第五批優先票據按票面年利率7%

計息，每半年於期後支付，除非提早贖回或購回，否則將於二零二一年一月十八日到期。發行第五批優先票據旨在為現有債務再融資，及為新物業項目提供資金及作一般公司用途。

28 SENIOR NOTES (Continued)

On 3 November 2016, the Company issued at par senior notes in an

aggregate principal amount of US$100,000,000 (the “Fourth Senior Notes”).

The Fourth Senior Notes are US$ denominated and listed on the Singapore

Exchange Limited. The Fourth Senior Notes carry interest at a nominal rate

of 8.25% per annum, payable semi-annually in arrears, and matured on 3

November 2019, unless earlier redeemed or repurchased. The purpose of

the Fourth Senior Notes is to refinance existing indebtedness, and to fund

new property projects and for general corporate purposes. During 2018, the

Company repurchased US$12,000,000 of the senior notes. During 2019, the

Company repaid US$88,000,000 of the senior notes.

On 25 April 2017, the Company further issued additional senior notes of the

Fourth Senior Notes in an aggregate principal amount of US$200,000,000

(the “Additional Notes of the Fourth Senior Notes”) listed on the Singapore

Exchange Limited. The Additional Notes of the Fourth Senior Notes carry

interest at a nominal rate of 8.25% per annum, payable semi-annually in

arrears, and will mature on 3 November 2019, unless earlier redeemed

or repurchased. The offering price of the Additional Notes of the Fourth

Senior Notes was 101.237% of the principal amount. The other terms of the

Additional Notes of the Fourth Senior Notes are same to the Fourth Senior

Notes. Details of the Additional Notes of the Fourth Senior Notes are set

out in the Company’s announcement dated 11 April 2017. During 2019, the

Company repurchased and repaid US$200,000,000 of the senior notes.

On 11 January 2018, the Company issued at par senior notes in an aggregate

principal amount of US$200,000,000 (the “Fifth Senior Notes”). The Fifth

Senior Notes are US$ denominated and listed on the Singapore Exchange

Limited. The Fifth Senior Notes carry interest at a nominal rate of 7% per

annum, payable semi-annually in arrears, and will mature on 18 January

2021, unless earlier redeemed or repurchased. The purpose of the Fifth Senior

Notes is to refinance existing indebtedness, and to fund new property projects

and for general corporate purposes.





於二零一九年二月二十五日，本公司進一步於新加坡證券交易所有限公司發行本金總額160,000,000美元的第五批優先票據額外優先票據（「第五批優先票據額外票據」）。第五批優先票據額外票據的發售價為本金額的89.024%。第五批優先票據額外票據的其他條款與第五批優先票據相同。第五批優先票據額外票據的詳情載於本公司日期為二零一九年二月二十五日的公告內。

於二零一九年九月二十日，本集團進一步於新加坡證券交易所有限公司發行本金總額40,000,000美元的第五批優先票據額外優先票據（「第五批優先票據第二批額外票據」）。第五批優先票據第二批額外票據的發售價為本金額的91.04433%。第五批優先票據第二批額外票據的其他條款與第五批優先票據相同。第五批優先票據額外票據的詳情載於本公司日期為二零一九年九月二十日的公告內。

於二零二零年一月六日，本公司按面值發行本金總額200,000,000美元的優先票據（「第六批優先票據」），於香港交易及結算所有限公司及新加坡證券交易所有限公司上市。第六批優先票據按票面年利率12.95%計息，每半年於期後支付，除非提前贖回或購回，否則將於二零二二年三月十四日到期。第六批優先票據額外票據的發售價為本金額的99.943%。發行第六批優先票據旨在為現有債務再融資，及為新物業項目提供資金及作一般公司用途。第六批優先票據的詳情載於本公司日期為二零二零年一月六日的公告內。


On 25 February 2019, the Company further issued additional senior notes of

the Fifth Senior Notes in an aggregate principal amount of US$160,000,000

(the “Additional Notes of the Fifth Senior Notes”) listed on the Singapore

Exchange Limited. The offering price of the Additional Notes of the Fifth

Senior Notes was 89.024% of the principal amount. The other terms of

the Additional Notes of the Fifth Senior Notes are same to the Fifth Senior

Notes. Details of the Additional Notes of the Fifth Senior Notes are set out in

the Company’s announcement dated 25 February 2019.

On 20 September 2019, the Group further issued additional senior notes of


(the “Second Additional Notes of the Fifth Senior Notes”) listed on the

Singapore Exchange Limited. The offering price of the Additional Notes of

the Fifth Senior Notes was 91.04433% of the principal amount. The other

terms of the Second Additional Notes of the Fifth Senior Notes are same to

the Fifth Senior Notes. Details of the Additional Notes of the Fifth Senior

Notes are set out in the Company’s announcement dated 20 September 2019.


principal amount of US$200,000,000 (the “Sixth Senior Notes”) listed on the

Hong Kong Exchanges and Clearing Limited and the Singapore Exchange

Limited. The Sixth Senior Notes carry interest at a nominal rate of 12.95%

per annum, payable semi-annually in arrears, and will mature on 14 March

2022, unless earlier redeemed or repurchased. The offering price of the

Additional Notes of the Sixth Senior Notes was 99.943 % of the principal

amount. The purpose of the Sixth Senior Notes is to refinance existing

indebtedness, and to fund new property projects and for general corporate

purposes. Details of the Sixth Senior Notes are set out in the Company’s

announcement dated 6 January 2020.





於二零二零年七月九日，本公司按面值發行本金總額170,000,000美元的優先票據（「第七批優先票據」），於新加坡證券交易所有限公司上市。第七批優先票據按票面年利率14.25%計息，每半年於期後支付，除非提前贖回或購回，否則將於二零二三年一月九日到期，除非提早贖回或購回。第七批優先票據的發售價為本金額的100%。發行第七批優先票據旨在為現有債務再融資，及為新物業項目提供資金及作一般公司用途。各票據持有人有權於二零二二年一月十日（「沽售結算日」）選擇要求本公司現金購回所有該持有人的票據或本金的任何部份，購回價將為是次購回票據本金額的100%，另加直至沽售結算日（不包括該日）的應計及未付利息。第七批優先票據的詳情載於本公司日期為二零二零年六月三十日的公告內。

29 以權益結算以股份為基礎的交易

本公司於二零一二年十二月十日採納購股權計劃（「購股權計劃」），本公司有權按每批購股權1.00港元的代價向本公司或其任何附屬公司或聯營公司的任何執行、非執行或獨立非執行董事或任何僱員（無論全職或兼職）或董事全權酌情認為已為或將為本集團作出貢獻的任何其他人士（統稱「參與者」）授出購股權，以認購本公司股份，主要目的是激勵參與者。購股權計劃由二零一二年十二月十日起計十年內有效。


On 9 July 2020, the Company issued at par senior notes in an aggregate

principal amount of US$170,000,000 (the “Seventh Senior Notes”) listed on

the Singapore Exchange Limited. The Seventh Senior Notes carry interest

at a nominal rate of 14.25% per annum, payable semi-annually in arrears,

and will mature on 9 January 2023, unless earlier redeemed or repurchased.

The offering price of the Seventh Senior Notes was 100% of the principal

amount. The purpose of the Seventh Senior Notes is to refinance existing

indebtedness, and to fund new property projects and for general corporate

purposes. Each holder of the notes has the right, at such holder’s option, to

require the Company to repurchase for cash all of such holder’s Notes, or any

portion of the principal amount on 10 January 2022 (the “Put Settlement

Date”) at the repurchase price equal to 100% of the principal amount of the

Notes to be repurchased, plus accrued and unpaid interest to, but excluding

the Put Settlement Date. Details of the Seventh Senior Notes are set out in

the Company’s announcement dated 30 June 2020.

29 EQUITY SETTLED SHARE-BASED TRANSACTIONS

The Company has a share option scheme (the “Share Option Scheme”)

which was adopted on 10 December 2012 whereby the Company has the

right to grant options to any executive, non-executive or independent non-

executive directors or any employees (whether full-time or part-time) of the

Company, or any of its subsidiaries or associated companies or any other

person whom the Directors consider, in their sole discretion, has contributed

or will contribute to the Group (“Participants”) to subscribe for shares in the

Company for a consideration of HK$1.00 for each lot of share options granted

for the primary purpose of providing incentives to the Participants. The Share

Option Scheme will remain effective for a period of ten years commencing

from 10 December 2012.




29 以權益結算以股份為基礎的交易（續）

在未經本公司股東事先批准的情況下，根據購股權計劃可能授出的購股權涉及的股份總數，不得超過本公司於任何時點已發行普通股的10%。在未經本公司股東事先批准的情況下，於任何一年內已經及可能向任何個別人士授出的購股權項下已發行及將予發行的股份數目，不得超過本公司於任何時點已發行普通股的1%。授予主要股東或獨立非執行董事超出本公司股本的0.1%或價值超過5百萬港元的購股權則必須獲得本公司股東事先批准。

行使價由董事釐定，並不低於下述最高者：(i)本公司普通股於授出日期在香港聯交所每日報價表所報的收市價；(ii)緊接授出日期前五個營業日，本公司普通股在香港聯交所每日報價表所報的平均收市價；及 (iii)

本公司普通股的面值。

根據購股權計劃授出之購股權之所有持有人，僅可按以下方式行使其購股權：

可行使購股權之最高百分比歸屬期

25%購股權授出日期一週年

額外25%購股權授出日期二週年

額外25%購股權授出日期三週年

額外25%購股權授出日期四週年

除於要約授出購股權時本公司董事另有決定及向參與者發出之要約函另有規定外，並無設定承授人在行使購股權前須達致之任何表現目標（「表現目標」）或持有一項購股權之任何最短期間。

29 EQUITY SETTLED SHARE-BASED TRANSACTIONS (Continued)

The total number of shares in respect of which options may be granted

under the Share Option Scheme is not permitted to exceed 10% of the

ordinary shares of the Company in issue at any point in time, without prior

approval from the Company’s shareholders. The number of shares issued

and to be issued in respect of which options granted and may be granted

to any individual in any one year is not permitted to exceed 1% of the


approval from the Company’s shareholders. Options granted to a substantial

shareholder or an independent non-executive director in excess of 0.1% of the

Company’s share capital or with a value in excess of HK$5 million must be

approved in advance by the Company’s shareholders.

The exercise price is determined by the Directors, and will not be less than

the higher of (i) the closing price of the ordinary shares of the Company as

stated in the Hong Kong Stock Exchange’s daily quotations sheet on the date

of grant; (ii) the average closing price of the ordinary shares of the Company

as stated in the Hong Kong Stock Exchange’s daily quotations sheets for the

five business days immediately preceding the date of the grant; and (iii) the

nominal value of the ordinary shares of the Company.

All holders of options granted under the Share Option Scheme may only

exercise their options in the following manner:

Maximum percentage

of options exercisable Vesting period

25% of the options Upon the first anniversary of

the date of grant

Additional 25% of the options Upon the second anniversary

of the date of grant

Additional 25% of the options Upon the third anniversary of

the date of grant

Additional 25% of the options Upon the fourth anniversary of

the date of grant

Unless otherwise determined by the directors and specified in the offer letter

to be given to a Participant at the time of the offer of the option, there is

neither any performance target that needs to be achieved by the grantee before

an option can be exercised (the “Performance Target”) nor any minimum

period for which an option must be held before the option can be exercised.





於二零一四年七月二十三日，本公司向若干主要管理人員及僱員授出8,700,000份附帶由本公司董事釐定的若干表現目標之購股權（「二零一四年購股權」）如下：

• 倘緊接二零一四年購股權批次成為已歸屬（「已歸屬批次」）之期間前財政年度之經審核淨溢利為人民幣200

百萬元或以上，已歸屬批次部分將成為完全可行使。

• 倘緊接已歸屬批次之期間前財政年度之經審核淨溢利高於零但不足人民幣200百萬元，則已歸屬批次部分將不可行使，並自動遞延至下個年度歸屬期，直至經審核淨溢利達到規定的人民幣200百萬元。

• 倘緊接已歸屬批次之期間前財政年度之經審核淨溢利為負（即錄得經審核虧損淨額），則已歸屬批次部分將立即註銷。


On 23 July 2014, the Company granted 8,700,000 share options (the “2014

Options”) to certain key management personnel and employees with certain

Performance Target determined by the directors as follows:

• If the audited net profit of the fiscal year immediately preceding to

the period when the tranche of the 2014 Options become vested (the

“Vested Tranche”) is RMB200 million or more, the portion of the

Vested Tranche will be completely exercisable.

• If the audited net profit of the fiscal year immediately preceding

to the period when the Vested Tranche is more than zero but less

than RMB200 million, the portion of the Vested Tranche will be

not exercisable, and will be automatically deferred to the next year

of vesting period and so forth until the audited net profit meets the

required RMB200 million.

• If the audited net profit of the fiscal year immediately preceding to the

period when the Vested Tranche is negative (i.e. audited net loss), the

portion of the Vested Tranche will be cancelled immediately.





下表披露截至二零二零年十二月三十一日及二零一九年十二月三十一日止年度根據購股權計劃授出之二零一四年購股權之變動：

於二零二零年及二零一九年十二月三十一日，根據購股權計劃已授出及尚未行使的購股權所涉及之股份數目為8,700,000股，佔本公司於該日已發行股份總數的0.48%。

於截至二零二零年十二月三十一日及二零一九年十二月三十一日止年度，本公司概無根據購股權計劃授出、行使或註銷購股權，亦無購股權失效。


The following tables disclosed movements of the 2014 Options granted under

the Share Option Schemes during the years ended 31 December 2020 and 31

December 2019:

承授人姓名 Name of grantee 授出日期行使期行使價年內授出年內行使年內沒收年內失效

Date of grant Exercisable period Exercise price

Outstanding asat 1 January

2020 &1 January

2019Grant

during the yearExercised

during the yearForfeited

during the yearLapsed

during the year

Outstanding asat 31 December

2020 &31 December

2019

主要管理人員 Key management 23.7.2014 23.7.2015–22.7.2024 HK$1.00 2,800,000 – – – – 2,800,000二零一四年七月二十三日

二零一五年七月二十三日至二零二四年七月二十二日

1.00港元

僱員 Employees 23.7.2014 23.7.2015–22.7.2024 HK$1.00 5,900,000 – – – – 5,900,000二零一四年七月二十三日


1.00港元

8,700,000 – – – – 8,700,000

於二零一九年十二月三十一日可行使

Exercisable at 31 December 2019

8,700,000

於二零二零年十二月三十一日可行使

Exercisable at 31 December 2020

8,700,000

At 31 December 2020 and 2019, the number of shares in respect of which

options under the Share Option Schemes had been granted and remained

outstanding was RMB8,700,000, representing 0.48% of the total shares of

the Company in issue at that date.

During the years ended 31 December 2020 and 31 December 2019, no share

options were granted, exercised or cancelled by the Company, and no share

option were lapsed, under the Share Option Schemes.





二零一四年購股權的公平值乃於授出日期採用（其中包括）柏力克－舒爾斯期權定價模式，根據購股權的有關歸屬期按照在授出日期基於董事的最佳估計的變量與假設釐定。於授出日期授出購股權的估計公平值總值為2,032,000港元（相當於約人民幣1,603,000元）。於截至二零二零年十二月三十一日止年度，本公司就本公司授出之購股權確認開支總額人民幣229,000元（二零一九年：人民幣229,000元）。


The fair value of the 2014 Options was determined at the date of grant using,

among others, the Black-Scholes-Merton Option Pricing Model based on the

respective vesting period of the share options in accordance with the variables

and assumptions based on the Directors’ best estimate upon the grant date.

The total estimated fair value of the share options granted on the grant date

was HK$2,032,000 (equivalent to approximately RMB1,603,000). During

the year ended 31 December 2020, the Company recognised total expenses of

RMB229,000 (2019: RMB229,000) in relation to share options granted by

the Company.




30 INCOME TAX IN THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(a) Deferred tax assets and liabilities recognised:

(i) Movement of each component of deferred tax assets and liabilities

The components of deferred tax (assets)/liabilities recognised in the

consolidated statement of financial position and the movements during the

year are as follows:

以下各項產生的遞延稅項： Deferred tax arising from:

土地增值稅差額

投資物業公平值變動

就中國附屬公司

未分配溢利繳納的預扣稅稅項虧損

其他應收款項撥備

加速稅項折舊

源自收購一間附屬公司

的物業、廠房及設備公平值調整

按公平值計入損益的金融資產

公平值變動合約成本租賃總計

LAT

differences

Changes in

fair value of

investment

properties

Withholding

tax on

undistributed

profits

of PRC

subsidiaries

Tax

losses

Allowance

for other

receivables

Accelerated

tax

depreciation

Fair value

adjustment

on property,

plant and

equipment

arising from

acquisition of

a subsidiary

Changes in

fair value of

financial

assets at

FVTPL

Contract

costs Leases Total

人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

於二零一九年一月一日 At 1 January 2019 107,447 (1,092,118) (44,248) 6,209 6,929 (3,286) (34,970) (3,901) (449) 9,471 (1,048,916)

於損益內確認 Recognised in profit or loss 9,834 (28,466) (2,474) 12,273 – – – (8,136) (1,169) 2,161 (15,977)

出售一間附屬公司 Disposal of a subsidiary – – – – – 3,286 34,970 – – – 38,256



1 January 2020

117,281 (1,120,584) (46,722) 18,482 6,929 – – (12,037) (1,618) 11,632 (1,026,637)

於損益內確認 Recognised in profit or loss (16,901) (18,268) 2,680 (1,358) – – – 3,277 (2,183) 2,584 (30,169)


At 31 December 2020

100,380 (1,138,852) (44,042) 17,124 6,929 – – (8,760) (3,801) 14,216 (1,056,806)

30 綜合財務狀況表內的所得稅

(a) 已確認遞延稅項資產及負債：(i) 遞延稅項資產及負債各組成部分變動

年內於綜合財務狀況表內確認的遞延稅項（資產）╱負債組成部分及變動如下：




30 INCOME TAX IN THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Continued)

(a) Deferred tax assets and liabilities recognised: (Continued)

(ii) Reconciliation to the consolidated statement of financial position



於綜合財務狀況表確認的遞延稅項資產淨額

Net deferred tax asset recognised in the

consolidated statement of financial position 143,629 154,324

於綜合財務狀況表確認的遞延稅項負債淨額

Net deferred tax liability recognised in the

consolidated statement of financial position (1,200,435) (1,180,961)

(1,056,806) (1,026,637)

(b) Deferred tax assets not recognisedIn accordance with the accounting policy set out in note 2(t), the Group

has not recognised deferred tax assets in respect of cumulative tax losses of

RMB13,154,000 (2019: RMB12,957,000) as it is not probable that future

taxable profits against which the losses can be utilised will be available in the

relevant tax jurisdiction and entity. The tax losses incurred by the subsidiary

in the PRC will expire within 5 years from the year when such losses were

incurred under current tax legislation.

(c) Deferred tax liabilities not recognisedUnder the CIT Law, starting from 1 January 2008, 10% withholding income

tax is imposed on dividends declared in respect of profits earned in year 2008

onwards and distributed to foreign investors for companies established in the

PRC. For investors incorporated in Hong Kong, a preferential rate of 5%

will be applied where appropriate. Other than the PRC withholding income

tax provided in respect of undistributed profits of PRC subsidiaries as above,

no deferred taxation has been provided for the remaining retained profits of

approximately RMB 1,531 million as at 31 December 2020 (2019: RMB

1,363 million), which was derived from the PRC subsidiaries since 1 January

2008 as the Group has set aside such sum for non-distributable purpose, and

is able to control the timing of the reversal of the temporary differences and it

is probable that the temporary differences will not reverse in the foreseeable

future.

30 綜合財務狀況表內的所得稅（續）

(a) 已確認遞延稅項資產及負債：（續）(ii) 綜合財務狀況表的對賬

(b) 未確認遞延稅項資產根據附註2(t)所載的會計政策，本集團並未確認累計稅項虧損人民幣13,154,000元（二零一九年：人民幣12,957,000元）的遞延稅項資產，因為相關稅務司法權區及實體不太可能有未來應課稅溢利以沖抵有關虧損。根據現行稅法，中國附屬公司產生的稅項虧損將自有關虧損產生年度起計5

年內屆滿。

(c) 未確認遞延稅項負債根據企業所得稅法，由二零零八年一月一日開始，就二零零八年起所賺取的溢利宣派並派付予在中國成立的公司的外國投資者的股息須繳納10%預扣所得稅。在香港註冊成立的投資者將適用5%的優惠稅率（倘適用）。除上述已就中國附屬公司的未分配溢利計提撥備的中國預扣所得稅外，於二零二零年十二月三十一日，並無就自二零零八年一月一日來自中國附屬公司約人民幣1,531百萬元（二零一九年：人民幣1,363百萬元）的餘下保留溢利計提任何遞延稅項撥備，原因是本集團已將該等款項撥作不可供分派用途，並可控制撥回暫時差額的時間，且暫時差額在可預見將來很可能不會撥回。




31 資本、儲備及股息

(a) 權益部分變動本集團綜合權益各組成部分的期初及期終結餘之間的對賬載於綜合權益變動表。年初至年結日之間本公司個別權益組成部分的變動詳情載列如下：

本公司

31 CAPITAL, RESERVES AND DIVIDENDS

(a) Movements in components of equity

The reconciliation between the opening and closing balances of each

component of the Group’s consolidated equity is set out in the consolidated

statement of changes in equity. Details of the changes in the Company’s

individual components of equity between the beginning and the end of the

year are set out below:

Company

股本股份溢價特別儲備購股權儲備累計虧損總計

Share Capital Share premium Special reserveShare options

reserveAccumulated

losses Total附註人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元Note RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

（附註31(c)）（附註31(d)(i)）（附註31(d)(ii)）（附註29）(note 31(c)) (note 31(d)(i)) (note 31(d)(ii)) (note 29)

於二零一九年一月一日之結餘

Balance at 1 January 2019113,099 476,143 319,707 1,093 (517,526) 392,516


年內全面收益總額 Total comprehensive income for the year – – – – (172,537) (172,537)上年度已宣派之股息 Dividends declared in respect of the

previous year 31(b)(ii) – – (30,120) – – (30,120)以權益結算以股份為基礎的交易

Equity settled share-based transactions29 – – – 229 – 229

於二零一九年十二月三十一日及二零二零年一月一日之結餘

Balance at 31 December 2019 and1 January 2020

113,099 476,143 289,587 1,322 (690,063) 190,088

二零二零年權益變動： Changes in equity for 2020:

年內全面收益總額 Total comprehensive income for the year – – – – 313,056 313,056上年度已宣派之股息 Dividends declared in respect of the


Equity settled share-based transactions29 – – – 229 – 229

於二零二零年十二月三十一日之結餘

Balance at 31 December 2020113,099 476,143 263,274 1,551 (377,007) 477,060




31 資本、儲備及股息（續）

(b) 股息(i) 年內應付本公司權益股東的股息：

於報告期末，報告期末後建議的末期股息未獲確認為負債。

(ii) 年內批准及派付的上一財政年度應付本公司權益股東的股息

每股股利乃基於已發行的1,802,456,000股普通股計算。

就截至二零一九年十二月三十一日止年度的末期股息而言，二零一九年年度財務報表中所披露的末期股息與年內批准及派付的金額之間存在人民幣479,000元（二零一八年：零）的差額，此乃主要由於在二零一九年年度業績公告日期的固定匯率中間價平均值與派付日期的實際匯率之間的人民幣兌港元匯率差額所致。

31 CAPITAL, RESERVES AND DIVIDENDS (Continued)

(b) Dividends(i) Dividends payable to equity shareholders of the Company in respect of

the year:



已宣派及派付的中期股息為零（二零一九年：每股零）

Interim dividend declared and paid is nil

(2019: nil per share) – –

報告期末後建議的末期股息為每股零（二零一九年：每股人民幣0.014

元）

Final dividend proposed after the end

of the reporting period is nil per share

(2019: RMB 0.014 per share) – 25,834

– 25,834

The final dividend proposed after the end of the reporting period has not been

recognised as a liability at the end of the reporting period.

(ii) Dividends payable to equity shareholders of the Company attributable to the previous financial year, approved and paid during the year



年內批准及派付的上一財政年度的末期股息為每股人民幣0.014元（二零一九年：每股人民幣

0.017元）

Final dividend in respect of the previous financial

year, approved and paid during the year,

of RMB0.014 per share

(2019: RMB0.017 per share) 26,313 30,120

The calculation of dividend per share is based on 1,802,456,000 ordinary

shares in issue.

In respect of the final dividend for the year ended 31 December 2019,

there is a difference of RMB479,000 (2018: nil) between the final dividend

disclosed in the 2019 annual financial statements and amounts approved and

paid during the year, which is mainly due to the RMB/HKD exchange rate

difference between the fixed middle average exchange rate on the date of the

2019 annual result announcement and the actual exchange rate applied on

the date of payment.





(c) 股本法定：

已發行及繳足的普通股：

普通股持有人可收取不時宣派之股息，並可於本公司大會上就每股股份投一票。所有普通股對本公司之剩餘資產享有同等權利。

(d) 儲備性質及用途(i) 股份溢價

股份溢價指本公司的股份面值與發行本公司股份所得款項或就購回股份支付的代價之間的差額。根據開曼群島公司法，股份溢價賬可供分派予本公司的股東，惟緊隨建議分派股息日期後，本公司須能夠償還一般業務過程中到期應付的債務。


(c) Share capital

Authorised:

二零二零年及二零一九年2020 and 2019

股份數目金額美元No. of shares Amount US$

（千股）千元(’000) ’000

每股面值0.01美元的普通股（二零一九年：0.01美元）

Ordinary shares of US$0.01 each

(2019: US$0.01) 3,000,000 30,000

Ordinary shares issued and fully paid:


股份數目金額人民幣等值股份數目金額人民幣等值No. of

shares

Amount

USD

RMB

equivalent

No. of

shares

Amount

USD

RMB

equivalent

（千股）千美元千元（千股）千美元千元(’000) ’000 ’000 (’000) ’000 ’000

於十二月三十一日 At 31 December 1,802,456 18,025 113,099 1,802,456 18,025 113,099

The holders of ordinary shares are entitled to receive dividends as declared

from time to time and are entitled to one vote per share at meetings of the

Company. All ordinary shares rank equally with regard to the Company’s

residual assets.

(d) Nature and purpose of reserves

(i) Share premium

The share premium represents the difference between the par value of the

shares of the Company and the proceeds received from the issuance of shares

or the consideration paid for the repurchased shares of the Company. Under

the Companies Law of the Cayman Islands, the share premium account is

distributable to shareholders of the Company provided that immediately

following the date on which the dividend is proposed to be distributed,

the Company will be in a position to repay its debts as they fall due in the

ordinary course of business.





(d) 儲備性質及用途（續）(ii) 特別儲備

特別儲備包括因以下各項產生的款項：

A 於二零一零年及二零一一年，視為分派分別為人民幣12,113,000元及人民幣13,183,000元，指應收南京金輪房地產開發有限公司（「南京金輪房地產」）款項的本金額與其初步確認的公平值之間的差額，於特別儲備支銷。公平值乃透過於整個墊款預期年期內（即自作出墊款當日起至預期償還日期）貼現估計未來現金流量而釐定。

B 於二零一二年六月十八日收購金輪國際興業有限公司（「金輪國際興業」）及其附屬公司南京金輪房地產後，本集團豁免南京金輪房地產償還應收南京金輪房地產款項。截至二零一二年十二月三十一日止年度，按攤銷成本列賬的應收南京金輪房地產款項與南京金輪房地產於豁免日期應付本集團款項之本金額之間的差額人民幣11,597,000元入賬列為視作向特別儲備供款。


(d) Nature and purpose of reserves (Continued)

(ii) Special reserve



視為分派 (A) Deemed distributions (A) (25,296) (25,296)

視為供款 (B) (C) Deemed contributions (B) (C) 78,629 78,629

重組（定義見下文）產生之款項 (D) Amount arising on Reorganisation

(as defined below) (D) 105,936 105,936

收購事項產生之款項 (E) Amount arising from acquisition (E) 395,332 395,332

股息 (F) Dividends (F) (434,928) (408,615)

119,673 145,986

Special reserve comprises amounts arising as a result of the followings:

A In 2010 and 2011, deemed distribution of RMB12,113,000 and

RMB13,183,000 respectively representing the difference between the

principal amount of the amount due from Nanjing Golden Wheel Real

Estate Development Co., Ltd. (“Nanjing Golden Wheel Real Estate”)

and its fair value at initial recognition were charged to the special

reserve. The fair value is determined by discounting the estimated

future cash flows throughout the expected life of the advance (that is,

from date of advance to expected repayment date).

B Subsequent to the acquisition of Golden Wheel International

Corporation Limited (“Golden Wheel International Corporation”)

and its subsidiary Nanjing Golden Wheel Real Estate on 18 June

2012, the Group waived Nanjing Golden Wheel Real Estate from

repaying the amount due from Nanjing Golden Wheel Real Estate.

The difference between the amount due from Nanjing Golden Wheel

Real Estate carried at amortised cost and the principal amount

of the amount due by Nanjing Golden Wheel Real Estate to the

Group at date of waiver of RMB11,597,000 was credited as deemed

contribution to the special reserve during the year ended 31 December

2012.





(d) 儲備性質及用途（續）(ii) 特別儲備（續）

C 於二零一二年，人民幣67,032,000元之應付當時股東款項獲豁免償還並入賬列為視作向特別儲備供款。

D 作為籌備本公司股份於香港聯交所上市而進行之重組（「重組」）的一部分，金輪翡翠有限公司（「金輪翡翠」）於二零一二年六月十八日收購金輪國際投資有限公司（「金輪國際投資」）之 100%股權，方式為向當時之股東發行1,000,000股本公司普通股，而本公司於其後成為本集團之控股公司。於截至二零一二年十二月三十一日止年度，人民幣105,936,000元已計入特別儲備，此乃本公司股本面值約人民幣64,000

元及金輪國際投資股本面值約人民幣106,000,000元之差額。

E 根據於二零一二年六月十八日之金輪國際興業及南京金輪房地產收購事項，總額人民幣395,332,000元（即：(i)本公司已發行股本面值與金輪國際興業及南京金輪房地產綜合資產淨值之公平值之差額（不包括南京金輪房地產所持有之南京翡翠金輪置業有限公司（「南京翡翠金輪」）7.50%股權及揚州金輪房地產開發有限公司（「揚州金輪房地產」）3.75%股權之公平值）；及 (ii)已付代價與非控股股東收購之附屬公司非控股權益應佔資產淨值之賬面值之差額）已計入截至二零一二年十二月三十一日止年度之特別儲備。

F 該金額代表從特別儲備中宣派的股息。



(ii) Special reserve (Continued)

C An amount of RMB67,032,000 due to the then shareholders was

waived from repayment and was credited as deemed contribution to

special reserve in 2012.

D As part of the reorganisation for preparing for the listing of

the Company’s shares on the Hong Kong Stock Exchange (the

“Reorganisation”), Golden Wheel Jade Company Limited (“Golden

Wheel Jade”) acquired 100% equity interest in Golden Wheel

International Investment Limited (“Golden Wheel International

Investment”) on 18 June 2012 through issuance of 1,000,000 ordinary

shares in the Company to the then shareholders, and the Company

became the holding company of the Group thereafter. The amount of

RMB 105,936,000 credited to special reserve during the year ended 31

December 2012 represented the difference between the nominal value

of share capital of the Company of approximately RMB 64,000 and

the nominal value of the share capital of Golden Wheel International

Investment of approximately RMB106,000,000.

E Pursuant to the acquisition of Golden Wheel International

Corporation and Nanjing Golden Wheel Real Estate on 18 June 2012,

an aggregate amount of RMB 395,332,000 being (i) the difference

between the nominal value of share capital issued by the Company

and the fair value of the consolidated net assets of Golden Wheel

International Corporation and Nanjing Golden Wheel Real Estate

(excluding fair value of 7.50% equity interest in Nanjing Jade Golden

Wheel Realty Co., Ltd. (“Nanjing Jade Golden Wheel”) and 3.75%

equity interest in Yangzhou Golden Wheel Real Estate Development

Co., Ltd. (“Yangzhou Golden Wheel Real Estate”) held by Nanjing

Golden Wheel Real Estate); and (ii) the difference between the

consideration paid and the carrying amount of net assets attributable

to non-controlling interests in subsidiaries being acquired from the

non-controlling shareholder, was credited to special reserve during the

year ended 31 December 2012.

F Amount represents the dividend declared against special reserve.





(d) 儲備性質及用途（續）(iii) 匯兌儲備

匯兌儲備包括於兌換海外業務財務報表之匯兌差額，以及因對沖該等海外業務淨投資而產生之任何海外匯兌差額之實際部分。該儲備須按附註2(w)所載的會計政策處理。

(iv) 盈餘儲備根據中國相關法律及法規以及中國附屬公司的組織章程細則：

(i) 註冊為中外合資企業之中國附屬公司：

該等中國附屬公司可經其董事會酌情將根據適用中國會計準則編製的中國附屬公司法定財務報表內所呈報的除稅後溢利的一部分轉撥至盈餘儲備。

(ii) 註冊為外商獨資企業或國內有限責任公司之中國附屬公司：

該等中國附屬公司須將其根據適用中國會計準則編製的法定財務報表內所呈報的除稅後溢利最少10%轉撥至盈餘儲備。

倘盈餘儲備結餘已達致相關中國附屬公司註冊資本的50%，可終止向盈餘儲備轉撥。

盈餘儲備可用於彌補虧損或轉換為股本。經擁有人決議案批准後，中國附屬公司可按其當時現有股本注資比例將其盈餘儲備轉換為股本。然而，在將中國附屬公司的盈餘儲備轉換為股本時，仍未獲轉換儲備的結餘不得低於其註冊資本的25%。



(iii) Exchange reserve

The exchange reserve comprises all foreign exchange differences arising from

the translation of the financial statements of foreign operations as well as the

effective portion of any foreign exchange differences arising from hedges of

the net investment in these foreign operations. The reserve is dealt with in

accordance with the accounting policies set out in note 2(w).

(iv) Surplus reserve

In accordance with relevant laws and regulations in the PRC and the articles

of association of the PRC subsidiaries:

(i) PRC subsidiaries registered as sino-foreign joint venture:

The PRC subsidiaries may, at the discretion of board of directors of

the PRC subsidiaries, transfer a portion of their profit after taxation

reported in their statutory financial statements prepared under the

applicable PRC accounting standards to the surplus reserve.

(ii) PRC subsidiaries registered as wholly-foreign invested enterprise or

domestic limited liability company:

The PRC subsidiaries are required to transfer at least 10% of their

profit after taxation reported in their statutory financial statements

prepared under the applicable PRC accounting standards to the

surplus reserve.

The appropriation to surplus reserve may cease if the balance of the

surplus reserve has reached 50% of the relevant PRC subsidiaries’

registered capital.

The surplus reserve can be used to make up losses or for conversion into

capital. The PRC subsidiaries may, upon the approval by a resolution of

the owners, convert their surplus reserve into capital in proportion to their

then existing capital contribution. However, when converting the PRC

subsidiaries’ surplus reserve into capital, the balance of such reserve remaining

unconverted must not be less than 25% of their registered capital.





(e) 資本管理本集團管理資本時的首要目標乃保證本集團持續經營的能力，以令其能夠通過優化債務及股本平衡而為股東爭取最高回報。本集團的整體策略與過往年度保持不變。

董事定期積極檢討及管理其資本架構。作為本檢討之一部分，董事考慮資本成本及與各類別資本相關的風險。根據董事之推薦建議，本集團將透過派付股息、發行新股及回購股份以及發行新債務或贖回現有債務，以平衡其整體資本架構。

32 金融風險管理及金融工具公平值

本集團於正常業務過程中會產生信貸、流動資金、利率及貨幣風險。本集團亦面對於其他實體的股權投資及其本身股價變動而引起的股價風險。

本集團所面對的該等風險以及本集團所採用以管理該等風險的金融風險管理政策及慣例載述如下。

(a) 信貸風險信貸風險指交易對手未能履行其合約義務而使本集團產生金融虧損的風險。於二零二零年及二零一九年十二月三十一日，本集團所面臨的最大信貸風險源自：

(i) 於綜合財務狀況表內列賬的各項已確認金融資產的賬面值；及

(ii) 有關本集團所發出財務擔保的或然負債金額（披露於附註34）。


(e) Capital management

The Group’s primary objectives when managing capital are to safeguard

the Group’s ability to continue as a going concern, so that it can maximize

the return to shareholders through the optimization of the debt and equity

balance. The Group’s overall strategy remains unchanged from prior year.

The directors actively and regularly reviews and manages its capital

structure on a regular basis. As part of this review, the directors consider the

cost of capital and the risks associates with each class of capital. Based on

recommendations of the Directors, the Group will balance its overall capital

structure through the payment of dividends, new share issues and share buy-

backs as well as the issue of new debt or the redemption of existing debt.

32 FINANCIAL RISK MANAGEMENT AND FAIR VALUES OF FINANCIAL INSTRUMENTS

Exposure to credit, liquidity, interest rate and currency risks arises in the

normal course of the Group’s business. The Group is also exposed to equity

price risk arising from its equity investments in other entities and movements

in its own equity share price.

The Group’s exposure to these risks and the financial risk management

policies and practices used by the Group to manage these risks are described

below.

(a) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual

obligations resulting in a financial loss to the Group. As at 31 December

2020 and 2019, the Group’s maximum exposure to credit risk is arising from:

(i) the carrying amount of the respective recognised financial assets as

stated in the consolidated statement of financial position; and

(ii) the amounts of contingent liabilities in relation to financial guarantees

issued by the Group as disclosed in note 34.




32 金融風險管理及金融工具公平值（續）

(a) 信貸風險（續）取得物業銷售業務客戶最低30%至50%（二零一九年：30%至50%）的首期付款後，本集團一般會就其客戶融資購買其物業的按揭貸款向銀行提供擔保，擔保期為截至相關客戶獲發物業所有權證止期間。倘客戶於擔保期內拖欠其按揭付款，銀行可要求本集團償還貸款的未償還金額及任何相關應計利息。在此情況下，本集團可沒收客戶的按金及轉售物業以收回本集團應向銀行支付的任何金額。就此而言，董事認為，本集團的信貸風險已大幅降低。

貿易應收款項就貿易應收款項而言，本集團已應用國際財務報告準則第9號的簡化方法按全期預期信貸虧損計量虧損撥備。貿易應收款項的預期信貸虧損乃基於債務人的過往違約經驗、債務人經營所在行業的整體經濟狀況以及於年末對當前和無需付出過多成本或努力即可取得的前瞻性資料的評估，使用適當分組的撥備矩陣進行集體評估。

(i) 客戶合約產生的貿易應收款項本集團設有相關政策確保向擁有相當財力及支付適當比例首期付款的買家銷售物業。本集團亦設有其他監控程序，確保採取跟進行動收回逾期債項。此外，本集團定期檢討每單貿易應收款項的可收回金額，確保為不能收回的款項作出足夠的減值撥備。本集團並無集中的重大信貸風險，有關風險分散於大量對手方及客戶。

32 FINANCIAL RISK MANAGEMENT AND FAIR VALUES OF FINANCIAL INSTRUMENTS (Continued)

(a) Credit risk (Continued)

After obtaining a minimum of 30% to 50% (2019: 30% to 50%) down

payment from its customers for property sale business, the Group would

usually provide guarantees to banks in connection with its customers’

mortgage loans to finance their purchase of the properties, for the period

before property certificates are issued to the relevant customers. If a customer

defaults on the payment of his mortgage during the term of guarantee, the

bank may demand the Group to repay the outstanding amount of the loan

and any accrued interest thereon. Under such circumstances, the Group is

able to forfeit the customer’s deposit and re-sell the property to recover any

amounts payable by the Group to the bank. In this regard, the directors

consider that the Group’s credit risk is significantly reduced.

Trade receivables

For trade receivables, the Group has applied the simplified approach in IFRS

9 to measure the loss allowance at lifetime ECL. The ECL on trade receivables

are assessed collectively using a provision matrix with appropriate groupings,

based on the past default experience of the debtor, general economic

conditions of the industry in which the debtors operate and an assessment of

both the current as well as the forward-looking information that is available

without undue cost or effort at the end of the year.

(i) Trade receivables arising from contracts with customers

The Group has policies in place to ensure that property sales are made to

purchasers with an appropriate financial strength and appropriate percentage

of down payments. It also has other monitoring procedures to ensure that

follow-up action is taken to recover overdue debts. In addition, the Group

reviews regularly the recoverable amount of each individual trade receivables

to ensure that adequate impairment losses are made for irrecoverable amounts.

The Group has no significant concentrations of credit risk, with exposure

spread over a large number of counterparties and customers.





(a) 信貸風險（續）貿易應收款項（續）

(ii) 經營租賃產生的貿易應收款項本集團並無就有關租賃收入的貿易應收款項有集中的重大信貸風險，有關風險分散於中國的大量客戶。為盡力減低信貸風險，本集團管理層透過頻密檢討有關其客戶財務狀況及信貸質素的信貸評估，持續監察風險等級，以確保及時採取跟進措施及╱或糾正措施以降低風險或收回逾期結餘。經營租賃產生的貿易應收款項的信貸風險有限，因為對手方簽訂租賃合約時向本集團支付按金，而若對手方違約則可沒收按金。

應收聯營公司及合營企業款項就應收聯營公司及合營企業款項而言，管理層根據歷史結算記錄及過往經驗定期就應收聯營公司及合營企業款項的可收回性進行集體評估及個別評估。董事認為，本集團應收聯營公司及合營企業款項的尚未償還結餘並無固有重大信貸風險。

銀行結餘及受限制銀行存款本集團的銀行結餘及受限制銀行存款有信貸風險集中情況。於二零二零年十二月三十一日，銀行結餘及受限制銀行存款總額中有約44%（二零一九年：34%）存放於三間（二零一九年：三間）銀行，即於每間銀行的存款結餘超過銀行結餘及受限制銀行存款總額的10%。該等流動資金的信貸風險有限，因為對手方為位於中國的國有銀行或國際信貸評級機構評定為高信貸評級的銀行。



Trade receivables (Continued)

(ii) Trade receivables arising from operating leases

The Group has no significant concentration of credit risk in respect of trade

receivable in respect of the rental income, with exposure spread over a large

number of customers in the PRC. In order to minimize the credit risk, the

management of the Group continuously monitors the level of exposure by

frequent review of the credit evaluation of the financial condition and credit

quality of its customers to ensure that follow-up actions and/or corrective

actions are taken promptly to lower the risk exposure or to recover overdue

balances. The credit risk of trade receivables arising from operating leases

is limited because counterparties make deposits into the Group when they

sign the leasing contracts and the deposits can be forfeited if counterparties

default.

Amount due from associates and joint ventures

For amount due from associates and joint ventures, management makes

periodic collective assessments as well as individual assessment on the

recoverability of amount due from associates and joint ventures based on

historical settlement records and past experience. The directors believe that

there is no material credit risk inherent in the Group’s outstanding balance of

amount due from associates and joint ventures.

Bank balances and restricted bank deposits

The Group has concentration of credit risk in respect of bank balances and

restricted bank deposits. At 31 December 2020, approximately 44% (2019:

34%) of the total bank balances and restricted bank deposits were deposited

at 3 (2019: 3) banks, representing deposits at each bank with a balance

exceeding 10% of total bank balances and restricted bank deposits. The credit

risk of these liquid funds is limited because the counterparties are state-

owned banks located in the PRC or banks with high credit ratings assigned

by international credit-rating agencies.





(a) 信貸風險（續）按公平值計入其他全面收益計量的金融資產本集團按公平值計入其他全面收益計量的金融資產主要包括上市債券。於二零二零年，本集團所持為數人民幣3,834,000元的債券已違約。於截至二零二零年十二月三十一日止年度，已於損益確認按公平值計入其他全面收益計量的金融資產預期信貸虧損人民幣3,930,000元。

本集團管理層認為本集團貿易應收款項的信貸風險不高及預期信貸虧損並不重大。

下表列示就按公平值計入其他全面收益計量的金融資產確認之虧損撥備之對賬。




The Group’s financial assets measured at FVTOCI mainly comprise listed

bonds. In 2020, bonds amounting to RMB 3,834,000 held by the Group have

been defaulted. During the year ended 31 December 2020, expected credit

losses on financial assets measured at FVTOCI amounting to RMB3,930,000

was recognised in the profit or loss.

The management of the Group believe that the Group’s credit risk in trade

receivables is not high, and ECL is insignificant.

The following tables show reconciliation of loss allowances that has been

recognised for financial assets measured at FVTOCI.

全期預期信貸虧損（發生

信貸減值）Lifetime ECL

(credit-impaired)


於二零一九年十二月三十一日 As at 31 December 2019已確認減值虧損 Impairment losses recognised (2,287)

於二零二零年十二月三十一日 As at 31 December 2020已確認減值虧損 Impairment losses recognised (3,930)

(b) Liquidity riskThe management of the Group has built an appropriate liquidity risk

management framework for short-term funding and liquidity management

requirements. The Group manages liquidity risk by continuously monitoring

forecasted and actual cash flows.

As at the end of the reporting period, the directors are satisfied that the

Group will have sufficient financial resources to meet its financial obligations

as they full due for the next twelve months from the end of the reporting

period after taking into consideration internal generated funds from operating

activities, including proceeds from sales and pre-sales of properties and rental

income, and the unutilised banking facilities.

(b) 流動性風險本集團管理層已建立適當的流動性風險管理框架，以應對短期融資及流動性管理要求。本集團藉持續監察預期及實際現金流量管理流動性風險。

於報告期末，經考慮經營活動內部產生之資金（包括銷售及預售物業產生之所得款項及租金收入）以及未動用銀行融資，董事信納本集團將有足夠財務資源支付其自報告期間結束時起計未來十二個月之到期應付財務責任。





(b) 流動性風險（續）下表顯示於報告期末本集團非衍生金融負債根據協定還款條款的餘下合約到期情況。該表乃按本集團可能須付款的最早日期的金融負債之未貼現現金流量編製。具體而言，附有按要求償還條款的銀行貸款計入最早時段，而不論銀行選擇行使其權利的可能性。其他非衍生金融負債的到期日乃基於協定的償還日期。表中包括利息及本金現金流量。倘利息流量來自浮息工具，未貼現金額則根據各報告期末的利率計算。


(b) Liquidity risk (Continued)

The following tables show the remaining contractual maturities at the end of

the reporting period of the Group’s non-derivative financial liabilities, which

are based the agreed repayment terms. The tables have been drawn up based

on the undiscounted cash flows of financial liabilities based on the earliest

date on which the Group can be required to pay. Specifically, bank loans

with a repayment on demand clause are included in the earliest time band

regardless of the probability of the banks choosing to exercise their rights.

The maturity dates for other non-derivative financial liabilities are based on

the agreed repayment dates. The tables include both interest and principal

cash flows. To the extent that interest flows are for floating rate instruments,

the undiscounted amount is derived based on interest rate outstanding at the

end of each reporting period.

二零二零年

2020

合約未貼現現金流出

Contractual undiscounted cash outflow

加權平均實際利率

按要求或不足一年

一年以上但不足五年五年以上

未貼現現金流量總額

於12月31日的賬面值

Weighted

average

effective

interest rate

On demand

or less than

one year

Over one year

but less than

five years

Over

five years

Total

undiscounted

cash flows

Carrying

amount at

31 December

% 人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元% RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

銀行貸款 Bank loans 7.21 1,962,415 1,007,220 – 2,969,635 2,811,506

租賃負債 Lease liabilities 6.4 47,372 189,963 86,816 324,151 261,050

貿易及其他應付款項

Trade and other payables

– 2,090,044 85,095 – 2,175,139 2,175,139

優先票據 Senior notes 12.74 1,265,966 2,763,126 – 4,029,092 3,304,885

財務擔保合約 Financial guarantee contracts – 268,605 – – 268,605 –

5,634,402 4,045,404 86,816 9,766,622 8,552,580





(b) 流動性風險（續）



二零一九年

2019








Weighted

average

effective

interest rate

On demand

or less than

one year

Over one year

but less than

five years

Over

five years

Total

undiscounted

cash flows

Carrying

amount at

31 December


銀行貸款 Bank loans 5 2,684,144 1,545,635 – 4,229,779 3,741,793

租賃負債 Lease liabilities 6.4 44,798 200,123 129,064 373,985 292,467

貿易及其他應付款項

Trade and other payables

– 1,808,858 – – 1,808,858 1,808,858

優先票據 Senior notes 9.57 191,668 2,888,147 – 3,079,815 2,686,511


5,047,258 4,633,905 129,064 9,810,227 8,529,629





(b) 流動性風險（續）附有按要求償還條款的銀行貸款計入上述到期日分析中的「按要求或不足一年」時段。經計及本集團的財務狀況，董事認為，銀行不大可能行使其酌情權要求即時償還。

上表所披露財務擔保合約未貼現現金流量總額乃擔保對手方提出索償情況下本集團根據有關安排可能須結付全數擔保金額的最高金額。根據報告期末的預期，本集團認為其須根據安排付款之可能性極微。然而，此估計視乎對手方根據擔保提出索償的可能性而變動，而提出索償的可能性取決於對手方所持獲擔保財務應收款項出現信貸虧損的可能性。

倘浮動利率變化與於報告期末釐定的利率估計有別，則上述所載非衍生金融負債的浮動利率工具金額亦會變動。

(c) 利率風險本集團面臨的現金流量利率風險主要與其浮息銀行借款、結構性銀行存款及銀行結餘有關。本集團亦面臨公平值利率風險，該風險與定息受限制銀行存款、銀行借款及優先票據以及債券有關。本集團現時並無任何特定政策管理其利率風險，惟將於日後密切監控利率風險。



Bank loans with a repayment on demand clause are included in the “on

demand or less than one year” time band in the above maturity analysis.

Taking into account the Group’s financial position, the directors do not

believe that it is probable that the banks will exercise their discretionary

rights to demand immediate repayment.

The total undiscounted cash flows of financial guarantee contracts disclosed

above was the maximum amount the Group could be required to settle under

the arrangement for the full guaranteed amount if that amount was claimed

by the counterparties to the guarantee. Based on expectations at the end of

the reporting period, the Group considers that it is more likely than not

amount will be payable under the arrangement. However, this estimate is

subject to change depending on the probability of the counterparty claiming

under the guarantee which is a function of the likelihood that the financial

receivables held by the counterparty which are guaranteed suffer credit losses.

The amounts included above for variable interest rate instruments for non-

derivative financial liabilities is subject to change if changes in variable

interest rates differ to those estimates of interest rates determined at the end

of the reporting period.

(c) Interest rate risk

The Group’s exposure to cash flow interest rate risk relates primarily to the

variable rate bank borrowings, structured bank deposits and bank balances

of the Group. The Group is also exposed to fair value interest rate risk in

relation to its fixed rate restricted bank deposits, bank borrowings and senior

notes and bonds. The Group currently does not have a specific policy to

manage its interest rate risk, but will closely monitor the interest rate risk

exposure in the future.





(c) 利率風險（續）下表載列本集團於報告期末的利率詳情。


(c) Interest rate risk (Continued)

The following table details the interest rate of the Group’s borrowings at the

end of the reporting period.


實際利率實際利率Effective

interest rate

Effective

interest rate

% 人民幣千元 % 人民幣千元RMB’000 RMB’000

固定利率借款： Fixed rate borrowings:

租賃負債 Lease liabilities 6.40% 261,050 6.40% 292,467

銀行貸款 Bank loans 4.85%–12% 331,238 12% 340,226

優先票據 Senior notes 7.88%–17.18% 3,304,885 7.88%–17.18% 2,686,511

3,897,173 3,319,204

可變利率借款： Variable rate borrowings:

銀行貸款 Bank loans 1.45%–6.51% 2,480,268 2.99%–6.65% 3,401,567

2,480,268 3,401,567

借款總額 Total borrowings 6,377,441 6,720,771

固定利率借款佔借款總額的百分比

Fixed rate borrowings as

a percentage of total

borrowings 61% 49%





(c) 利率風險（續）敏感度分析於二零二零年十二月三十一日，假設所有其他變量保持不變，估計利率每上升╱下降 100個基點將導致本集團的除稅後溢利及保留溢利分別減少╱增加約人民幣18,602,000元（二零一九年：人民幣26,375,000元）。

上述敏感度分析顯示假設利率於報告期末發生變動，且於報告期末應用該變動於重新計量本集團所持有使本集團面臨公平值利率風險的金融工具，本集團的除稅後溢利（及保留溢利）及綜合權益的其他組成部分將發生的即時變動。就本集團持有的浮動利率非衍生工具所引致的現金流量利率風險而言，對本集團除稅後溢利（及保留溢利）及綜合權益的其他組成部分的影響乃作為該項利率變化的年度化利息開支或收益影響而估計。該分析的基準與二零一九年的基準相同一致。

(d) 貨幣分析本集團主要因以外幣（即交易相關業務功能貨幣以外之貨幣）計值的金融工具（其導致產生現金及銀行結餘、銀行貸款及優先票據）面臨貨幣風險。產生此風險的貨幣主要為美元及港元。

本集團目前並無外幣對沖政策。然而，本集團管理層監控外匯風險及將在必要時考慮對沖重大外幣風險。



Sensitivity analysis

At 31 December 2020, it is estimated that a general increase/decrease of 100

basis points in interest rates, with all other variables held constant, would

have decreased/increased the Group’s profit after tax and retained profits by

approximately RMB18,602,000 (2019: RMB26,375,000).

The sensitivity analysis above indicates the instantaneous change in the

Group’s profit after tax (and retained profits) and other components of

consolidated equity that would arise assuming that the change in interest

rates had occurred at the end of the reporting period and had been applied

to re-measure those financial instruments held by the Group which expose

the Group to fair value interest rate risk at the end of the reporting period.

In respect of the exposure to cash flow interest rate risk arising from floating

rate non-derivative instruments held by the Group at the end of the reporting

period, the impact on the Group’s profit after tax (and retained profits) and

other components of consolidated equity is estimated as an annualised impact

on interest expense or income of such a change in interest rates. The analysis

is performed on the same basis as 2019.

(d) Currency risk

The Group is exposed to currency risk primarily through financial

instruments which give rise to cash and bank balance, bank loans and senior

notes that are denominated in a foreign currency, i.e. a currency other than

the functional currency of the operations to which the transactions relate. The

currencies giving rise to this risk are primarily United States dollars (US$)

and Hong Kong dollars (HK$).

The Group currently does not have a foreign exchange hedging policy.

However, the management of the Group monitors foreign exchange exposure

and will consider hedging significant foreign exchange exposure should the

need arises.





(d) 貨幣分析（續）下表詳列本集團於報告期末所面對的貨幣風險，乃因以相關實體的功能貨幣以外的貨幣計值的已確認資產或負債所致。為方便呈報，風險金額採用於年度結算日的即期匯率兌換為人民幣列示。換算海外業務財務報表至本集團呈列貨幣所產生之差額並不包括在內。


(d) Currency risk (Continued)

The following table details the Group’s exposure at the end of the reporting

period to currency risk arising from recognised assets or liabilities

denominated in a currency other than the functional currency of the entity to

which they relate. For presentation purposes, the amounts of the exposure are

shown in RMB, translated using the spot rate at the year end date. Differences

resulting from the translation of the financial statements of foreign operations

into the Group’s presentation currency are excluded.

面臨的外幣風險（以人民幣列值） Exposure to foreign currencies (expressed in RMB)


美元港元美元港元US$ HK$ US$ HK$


現金及銀行結餘 Cash and bank 191,993 33,098 4,434 39,547

銀行貸款 Bank loans (326,245) (1,302,413) (111,619) (1,449,035)

優先票據 Senior notes (3,304,885) – (2,686,511) –

貿易及其他應收款項 Trade and other receivables – 2,031 – 71

貿易及其他應付款項 Trade and other payables (103,354) (9,517) (82,601) (5,881)

因確認資產及負債而產生的淨風險

Net exposure arising from

recognised assets

and liabilities (3,542,491) (1,276,801) (2,876,297) (1,415,298)





(d) 貨幣分析（續）敏感度分析下表顯示倘於報告期末本集團承擔重大風險的外匯匯率於當日上升而假設所有其他風險變量保持不變，則本集團的除稅後溢利（及保留溢利）產生的即時變化。

董事認為，由於年結日的風險並不能反映年內風險，故敏感度分析不能代表固有外匯風險。




The following table indicates the instantaneous change in the Group’s profit

after tax (and retained profits) that would arise if foreign exchange rates

to which the Group has significant exposure at the end of the reporting

period had increased at that date, assuming all other risk variables remained

constant.


Increase

in foreign

exchange rates

decrease

in profit after

tax and

retained profits

Increase

in foreign

exchange rates

decrease

in profit after

tax and

retained profits

外匯匯率上升

除稅後溢利及保留溢利

下跌外匯匯率上升


下跌人民幣千元人民幣千元

RMB’000 RMB’000

美元 US$ 5% (177,125) 5% (143,815)

港元 HK$ 5% (63,840) 5% (70,765)

In the opinion of the directors, the sensitivity analysis is unrepresentative of

the inherent foreign exchange risk as the year end exposure does not represent

the exposure during the year.





(e) 公平值計量(i) 以公平值計量之金融資產及負債

公平值等級根據國際財務報告準則第13號公平值計量所界定之三個公平值等級，於報告期末按經常性基準計量之本集團金融工具之公平值呈列於下表。公平值計量所歸類之等級乃參照以下估算方法所用輸入數據之可觀察程度及重要程度而釐定：

• 第一級估值：僅用第一級輸入值，即於計量日期相同資產或負債於活躍市場之未經調整報價計量公平值

• 第二級估值：使用第二級輸入值，即未能符合第一級之可觀察輸入值，以及不使用重大不可觀察輸入值計量公平值。不可觀察輸入值指未有相關市場數據之輸入值

• 第三級估值：使用重大不可觀察輸入值計量公平值


(e) Fair value measurement

(i) Financial assets and liabilities measured at fair value

Fair value hierarchy

The following table presents the fair value of the Group’s financial

instruments measured at the end of the reporting period on a recurring basis,

categorised into the three-level fair value hierarchy as defined in IFRS 13,

Fair value measurement. The level into which a fair value measurement is

classified is determined with reference to the observability and significance of

the inputs used in the valuation technique as follows:









inputs

於二零二零年十二月

三十一日之公平值


2020

於二零二零年十二月三十一日之公平值計量分類為





金融資產： Financial assets:

上市股本證券 Listed equity securities 39,966 39,966 – –上市債券 Listed bonds 3,834 3,834 – –無報價股本投資 Unquoted equity investments 192,440 – – 192,440保險及基金 Insurance and funds 93,255 – – 93,255





(e) 公平值計量（續）(i) 以公平值計量之金融資產及負債（續）

公平值等級（續）

截至二零二零年及二零一九年十二月三十一日止年度，第一級與第二級並無相互轉撥，亦無轉入或轉出第三級。本集團之政策是於出現轉撥之報告期末確認公平值等級之間之轉撥。

用於第二級公平值計量之估值方法及輸入數據結構性銀行存款的第二級公平值乃按可反映報告期末預期未來經濟利益的貼現率計算之貼現現金流量釐定。


(e) Fair value measurement (Continued)

(i) Financial assets and liabilities measured at fair value (Continued)

Fair value hierarchy (Continued)

於二零一九年十二月


Fair value at

31 December

2019

於二零一九年十二月三十一日之公平值計量分類為

Fair value measurements as at

31 December 2019 categorised into



經常性公平值計量 Recurring fair value

measurement


上市股本證券 Listed equity securities 5,525 5,525 – –

上市債券 Listed bonds 7,763 7,763 – –

無報價股本投資 Unquoted equity investments 203,144 – – 203,144





Valuation techniques and inputs used in Level 2 fair value measurements

The fair value of structured bank deposits in Level 2 is determined by

discounting cash flow at a discount rate that reflects the expected future

economic benefits at the end of the reporting period.






有關第三級公平值計量的資料非上市股本投資之公平值乃使用可資比較上市公司之價格╱賬面值比例（就缺乏市場流通能力之折讓作出調整）釐定。缺乏市場流通能力之折讓對公平值計量構成負面影響。於二零一九年十二月三十一日，估計在所有其他變量維持不變之情況下，缺乏市場流通能力之折讓每減少╱增加1%，本集團之權益將分別增加╱減少人民幣1,760,000元（二零一九年：人民幣1,858,000元）。

第三級公平值計量結餘的期內變動如下：

本集團持作策略目的之無報價股本投資因重新計量而產生的任何收益或虧損於損益確認。




Information about Level 3 fair value measurements

The fair value of unlisted equity investments is determined using the price/

book ratios of comparable listed companies adjusted for lack of marketability

discount. The fair value measurement is negatively correlated to the discount

for lack of marketability. As at 31 December 2019, it is estimated that with

all other variables held constant, a decrease/increase in discount for lack of

marketability by 1% would have increased/decreased the Group’s equity by

RMB1,760,000 (2019: RMB1,858,000).

The movement during the period in the balance of Level 3 fair value

measurements is as follows:



無報價股本投資： Unquoted equity investments:

於一月一日 At 1 January 203,144 173,002

期內於損益確認的未變現收益或虧損淨額

Net unrealised gains or losses recognised

in profit or loss during the period (10,704) 30,142

於十二月三十一日 At 31 December 192,440 203,144

Any gains or losses arising from the remeasurement of the Group’s unquoted

equity investments held for strategic purposes are recognised in the profit or

loss.





(e) 公平值計量（續）(ii) 並非按公平值列賬的金融資產及負債的公

平值於二零二零年及二零一九年十二月三十一日，本集團按成本或攤銷成本列賬的金融工具的賬面值與其公平值並無重大差異，惟下列金融工具外，彼等的賬面值與公平值披露如下：

33 承擔

於二零二零年十二月三十一日尚未履行且並未於財務報表內撥備的資本承擔如下：



(ii) Fair value of financial assets and liabilities carried at other than fair

value

The carrying amounts of the Group’s financial instruments carried at cost or

amortised cost were not materially different from their fair values as at 31

December 2020 and 2019 except for the following financial instruments, for

which their carrying amounts and fair value are disclosed below:

於二零二零年十二月三十一日於二零一九年十二月三十一日At 31 December 2020 At 31 December 2019

賬面值公平值賬面值公平值Carrying

amount Fair value

Carrying

amount Fair value


優先票據（包括應付利息）

Senior notes (including

interest payable) 3,498,448 3,260,339 2,771,548 2,661,420

33 COMMITMENTS

Capital commitments outstanding at 31 December 2020 not provided for in

the financial statements were as follows:



已訂約 Contracted for 713,110 614,385




34 或然負債

該等擔保於銀行收到客戶向銀行提交相關物業的物業所有權證作為批出按揭貸款的抵押品後即會解除。董事認為，本集團該等財務擔保合約初始確認的公平值並不重大，且考慮到本集團物業買家的違約可能性甚低，故概無於擔保合約訂立時及於二零二零年及二零一九年十二月三十一日確認價值。

34 CONTINGENT LIABILITIES

於二零二零年十二月

三十一日


三十一日At 31 December

2020

At 31 December

2019


本集團為其客戶向銀行提供的按揭貸款擔保

Mortgage loan guarantees provided by the Group

to banks in favour of its customers 268,605 317,790

These guarantees will be released upon receiving the property ownership

certificate of the respective properties by the banks from the customers as

a pledge for security to the mortgage loans granted. In the opinion of the

directors, the fair values of these financial guarantee contracts of the Group

at initial recognition are insignificant and the directors consider that the

possibility of default by the purchasers of the Group’s properties is remote.

Accordingly, no value has been recognised at the inception of the guarantee

contracts and as at 31 December 2020 and 2019.




35 主要關聯方披露

(a) 主要管理人員薪酬本集團主要管理人員的薪酬（包括分別於附註8及附註9披露的已付本公司董事及部分最高薪酬僱員的金額）。

(b) 應收關聯方款項

(c) 應付關聯方款項

35 MATERIAL RELATED PARTY TRANSACTIONS

(a) Key management personnel remuneration

Remuneration for key management personnel of the Group, including

amounts paid to the Company’s directors as disclosed in note 8 and certain of

the highest paid employees as disclosed in note 9.

(b) Amounts due from related parties



聯營公司 Associates 13,350 13,920

合營企業 Joint ventures 97,077 31,145

110,427 45,065

(c) Amounts due to related parties





260,143 438,859




36 公司層面財務狀況表 36 COMPANY-LEVEL STATEMENT OF FINANCIAL POSITION



31 December

2020

31 December

2019


非流動資產 Non-current assets

於附屬公司之投資及應收附屬公司款項

Investments in subsidiaries and amounts

due from subsidiaries 4,054,940 3,742,091

於合營企業之權益 Interests in joint ventures 406,855 378,066

其他金融資產 Other financial assets 52,909 18,523

物業、廠房及設備 Property, plant and equipment 12 16

4,514,716 4,138,696

流動資產 Current assets

貿易及其他應收款項 Trade and other receivables 2,957 9,448


51,011 51,227

流動負債 Current liabilities

貿易及其他應付款項 Trade and other payables 194,205 91,792

銀行貸款 Bank loans 589,577 1,221,532

優先票據 Senior notes 1,221,429 185,149

2,005,211 1,498,473

流動負債淨額 Net current liabilities 1,954,200 1,447,246







31 December

2020

31 December

2019


非流動負債 Non-current liability

優先票據 Senior notes 2,083,456 2,501,362

2,083,456 2,501,362

資產淨值 NET ASSETS 477,060 190,088

資本及儲備 CAPITAL AND RESERVES 31(a)

股本 Share capital 113,099 113,099

儲備 Reserves 363,961 76,989

總權益 TOTAL EQUITY 477,060 190,088

36 COMPANY-LEVEL STATEMENT OF FINANCIAL POSITION (Continued)

36 公司層面財務狀況表（續）




37 報告期後的非調整事項

(a) 發行優先票據於二零二一年一月十二日，本公司發行本金總額85,000,000美元的額外第七批優先票據（「二零二三年到期美元優先票據」）。二零二三年到期美元優先票據以美元計值，並於新加坡證券交易所有限公司上市。二零二三年到期美元優先票據按票面年利率14.25%計息，每半年於期後支付，並將於二零二三年一月九日到期，及優先票據持有人可於二零二二年一月十日選擇要求本公司購回優先票據。

38 直接及最終控制方

於二零二零年十二月三十一日，董事認為本集團的直接母公司為金輪置業有限公司，該公司於英屬處女群島註冊成立。最終控制方為王欽賢先生及其家族（「王氏家族」）。

37 NON-ADJUSTING EVENTS AFTER THE REPORTING PERIOD

(a) Issuing of senior notes

On 12 January 2021, the Company issued additional Seventh senior notes in

an aggregate principal amount of US$85,000,000 (the “2023 due US$ senior

notes”). The 2023 due US$ senior notes are denominated in United States

dollars and listed on the Singapore Exchange Securities Trading Limited.

The 2023 due US$ senior notes carry interest at a coupon rate of 14.25% per

annum, payable semi-annually in arrears, and will mature on 9 January 2023,

with an option to the holders of the senior notes to require the Company to

repurchase the senior notes on 10 January 2022.

38 IMMEDIATE AND ULTIMATE CONTROLLING PARTY

At 31 December 2020, the directors consider the immediate parent of the

Group to be Golden Wheel Realty Company Limited, which is incorporated

in The British Virgin Islands. The ultimate controlling party is Mr. Wong

Yam Yin and his family (the “Wong Family”).




39 已頒佈但尚未於截至二零二零年十二月三十一日止年度生效的修訂、新訂準則及詮釋的潛在影響

直至該等財務報表日期發佈日期，國際會計準則理事會已頒佈若干於截至二零二零年十二月三十一日止年度尚未生效且該等財務報表尚未採納的修訂及新訂準則，如國際財務報告準則第17號，保險合約。該等發展動態包括可能與本集團有關的以下各項。

本集團正在評估該等發展動態預期對首次應用期間產生的影響。目前，本集團得出的結論是採納該等修訂及新訂準則不大可能對綜合財務報表產生重大影響。

39 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE YEAR ENDED 31 DECEMBER 2020

Up to the date of issue of these financial statements, the IASB has issued a

number of amendments and a new standard, IFRS 17, Insurance contracts,

which are not yet effective for the year ended 31 December 2020 and which

have not been adopted in these financial statements. These developments

include the following which may be relevant to the Group.

於以下日期或之後開始的會計期間生效

Effective for accounting periods

beginning on or after

國際財務報告準則第3號修訂本，參考概念框架二零二二年一月一日Amendments to IFRS 3, Reference to the Conceptual Framework 1 January 2022

國際會計準則第16號修訂本，物業、廠房及設備：作擬定用途前的所得款項二零二二年一月一日Amendments to IAS 16, Property, Plant and Equipment: Proceeds before Intended Use 1 January 2022

國際會計準則第37號修訂本，虧損性合約－履行合約的成本二零二二年一月一日Amendments to IAS 37, Onerous Contracts – Cost of Fulfilling a Contract 1 January 2022

國際財務報告準則二零一八年至二零二零年週期之年度改進二零二二年一月一日Annual Improvements to IFRSs 2018–2020 Cycle 1 January 2022

The Group is in the process of making an assessment of what the impact of

these developments is expected to be in the period of initial application. So

far it has concluded that the adoption of them is unlikely to have a significant

impact on the consolidated financial statements.



INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF

GOLDEN WHEEL TIANDI HOLDINGS COMPANY LIMITED

(Incorporated in the Cayman Islands with limited liability)

OPINION

We have audited the consolidated financial statements of Golden Wheel Tiandi

Holdings Company Limited (“the Company”) and its subsidiaries (“the Group”) set

out on pages 126 to 284, which comprise the consolidated statement of financial

position as at 31 December 2019, the consolidated statement of profit or loss and

other comprehensive income, the consolidated statement of changes in equity

and the consolidated cash flow statement for the year then ended and notes to the

consolidated financial statements, including a summary of significant accounting

policies.

In our opinion, the consolidated financial statements give a true and fair view of

the consolidated financial position of the Group as at 31 December 2019 and of its

consolidated financial performance and its consolidated cash flows for the year then

ended in accordance with International Financial Reporting Standards (“IFRSs”)

issued by the International Accounting Standard Board (“IASB”) and have been

properly prepared in compliance with the disclosure requirements of the Hong Kong

Companies Ordinance.

BASIS FOR OPINION

We conducted our audit in accordance with Hong Kong Standards on Auditing

(“HKSAs”) issued by the Hong Kong Institute of Certified Public Accountants

(“HKICPA”). Our responsibilities under those standards are further described in

the Auditor’s responsibilities for the audit of the consolidated financial statements

section of our report. We are independent of the Group in accordance with the

Hong Kong Institute of Certified Public Accountants (HKICPA)’s Code of Ethics

for Professional Accountants (“the Code”) together with any ethical requirements

that are relevant to our audit of the consolidated financial statements in the Cayman

Islands, and we have fulfilled our other ethical responsibilities in accordance with

the Code. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

致金輪天地控股有限公司股東的獨立核數師報告（於開曼群島註冊成立之有限公司）

意見

本核數師（以下簡稱「我們」）已審核列載於第126至284頁金輪天地控股有限公司（「貴公司」）及其附屬公司（統稱「貴集團」）的綜合財務報表，包括於二零一九年十二月三十一日的綜合財務狀況表及截至該日止年度的綜合損益及其他全面收益表、綜合權益變動表及綜合現金流量表，以及綜合財務報表附註（包括重大會計政策概要）。

我們認為，綜合財務報表已根據國際會計準則委員會（「國際會計準則委員會」）頒佈之國際財務報告準則（「國際財務報告準則」）真實而公平地反映貴集團於二零一九年十二月三十一日的綜合財務狀況及貴集團截至該日止年度的綜合財務表現及其綜合現金流量，並已按照香港公司條例的披露規定妥為編製。

意見基準

我們已根據香港會計師公會（「香港會計師公會」）頒佈之香港核數準則（「香港核數準則」）進行審核。我們於該等準則項下之責任乃於我們報告中核數師就審核綜合財務報表須承擔的責任一節進一步闡述。我們根據香港會計師公會制定的專業會計師職業道德守則（「守則」）以及與我們對開曼群島綜合財務報表的審核相關的道德要求獨立於貴集團，我們亦已根據守則達致我們之其他道德責任。我們認為我們所獲得的審核憑證屬充足及適當以為我們之意見提供基準。



KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.


投資物業的估值Valuation of investment properties請參閱綜合財務報表附註13及第150至151頁的會計政策。Refer to note 13 to the consolidated financial statements and the accounting policies on pages 150 to 151.

於二零一九年十二月三十一日，貴集團投資物業包括於中國內地的已竣工物業及開發中物業。該等投資物業根據獨立合資格估值師行（「估值師」）作出的估值（合計人民幣62.6億元）以彼等公平值列賬。

在釐定適當的估值方法及估計關鍵假設時，估值過程涉及重大判斷及估計，包括說明關鍵假設（如資本化率），並與右側所述內容相匹配。估值對所採用的關鍵假設極其敏感。

As at 31 December 2019, the Group’s investment properties comprise completed properties and properties under development in mainland China. These investment properties are stated at their fair values based on valuations performed by an independent firm of qualified valuers (the “Valuer”) at an aggregate amount of RMB6.26 billion.

The valuation process involves significant judgement and estimation in determining the appropriate valuation methodology and in estimating the key assumptions, including state key assumptions, e.g. capitalisation rates, and match with those mentioned in the right hand side. The valuations are highly sensitive to key assumptions applied.

我們對投資物業的估值進行評估的審核程序包括：

• 了解及評估與投資物業估值有關的管理層主要內部控制的設計、實施及運行有效性；

• 取得並檢查由管理層委聘的估值師所編製且作為董事對投資物業的公平值作出評估的基準的估值報告；

• 評估估值師對所估值物業的資歷、經驗和專業知識，並考慮其客觀性和獨立性；

• 在我們的內部物業估值專家協助下，與估值師討論其估值方法以及估值採用的關鍵估計和假設；

Our audit procedures to assess the valuation of investment properties included the following:

• Obtaining an understanding of and assessing the design, implementation and operating effectiveness of management’s key internal controls in relation to the valuation of investment properties;

• Obtaining and inspecting the valuation reports prepared by the Valuer engaged by management and on which the directors’ assessment of the fair values of investment properties was based;

• Assessing the Valuer’s qualifications, experience and expertise in the properties being valued and considering its objectivity and independence;

• With the assistance of our internal property valuation specialists, discussing with the Valuer its valuation methodology and the key estimates and assumptions adopted in its valuations;

關鍵審核事項

關鍵審核事項為就我們之專業判斷而言，對我們審核本期間之綜合財務報表最為重要的事項。這些事項是在我們審核整體綜合財務報表及出具意見時進行處理。我們不會對這些事項提供單獨的意見。





投資物業的估值（續）Valuation of investment properties (continued)

鑒於投資物業對貴集團總資產的重要性及投資物業公平值淨變動對貴集團除稅前溢利的重要性及由於釐定投資物業的公平值涉及重大程度判斷及管理層傾向，我們將投資物業的估值確定為一項關鍵審核事項。

We identified the valuation of investment properties as a key audit

matter because of the significance of investment properties to the

Group’s total assets and net changes in fair value of investment

properties to the Group’s profit before taxation and because

determining the fair values of investment properties involves a

significant degree of judgement and may be subject to management

bias.

• 評估估值方法並以抽樣方式通過與現有市場數據及╱或政府發佈的市場統計數據進行比較，對估值中採用的關鍵估計和假設（包括經調整市價、資本化率及每日單位租金）提出質疑；

• 以抽樣方式實地走訪發展中投資物業項目，以觀察發展進度，並參照估計建設成本，已簽署的建設合約及╱或貴集團新近完工項目的單位建造成本，對最新預測中反映的管理層的發展預算進行評估；及

• 以抽樣方式將租賃信息，包括承諾的租金和入住率，與貴集團提供給估值師的基礎合同和相關文件進行對比。

• Evaluating the valuation methodology and challenging the

key estimates and assumptions (including adjusted market

price, capitalisation rate, and daily unit rent) adopted in the

valuations, on a sample basis, by comparison with available

market data and/or government produced market statistics;

• Conducting site visits to investment properties under

development, on a sample basis, to observe the development

progress and evaluating management’s development

budgets reflected in the latest forecasts with reference to

market statistics about estimated construction costs, signed

construction contracts and/or unit construction costs of recently

completed projects; and

• Comparing tenancy information, including committed rents

and occupancy rates, provided by the Group to the Valuer with

underlying contracts and related documentation, on a sample

basis.






評估開發中待售物業及已竣工待售物業的可變現淨值Assessing the net realisable value of properties under development for sale and completed properties for sale

請參閱綜合財務報表附註19及20以及第166至167頁的會計政策。Refer to notes 19 and 20 to the consolidated financial statements and the accounting policies on pages 166 to 167.

於二零一九年十二月三十一日，開發中待售物業及已竣工待售物業的賬面值總計為人民幣63.0億元，佔貴集團於該日的總資產的39%。貴集團開發中待售物業及已竣工待售物業主要為主要位於中國內地及香港的住宅及零售項目，且以成本與可變現淨值的較低者列賬。

對開發中待售物業及已竣工待售物業的可變現淨值進行評估涉及重大管理層判斷，尤其是在預計預測開發成本及預測銷售價格時。由於市場條件的變化，預測開發成本和銷售價格本質上具有不確定性。

The carrying amount of properties under development for sale and

completed properties for sale totalled RMB6.30 billion as at 31

December 2019, which accounted for 39% of the Group’s total assets

as at that date. Properties under development for sale and completed

properties for sale of the Group are primarily residential and retail

projects, located mainly in Mainland China and Hong Kong, and are

stated at the lower of cost and net realisable value.

The assessment of the net realisable value of properties under

development for sale and completed properties for sale involves

the exercise of significant management judgement, particularly in

estimating forecast development costs and forecast selling prices.

Forecast development costs and selling prices are inherently uncertain

due to changes in market conditions.

我們對開發中待售物業及已竣工待售物業的可變現淨值進行評估的審核程序包括：

• 了解及評估與管理層對開發成本預測的編製及監控有關的管理層主要內部控制的設計、實施及運行的有效性；

• 以抽樣方式實地走訪開發中待售物業項目，以觀察發展進度，並參照估計建設成本，已簽署的建設合約及╱或貴集團新近完工項目的單位建造成本，對最新預測中反映的管理層的發展預算進行評估；

• 對比本年度實現的實際銷售價格和過往年度的預測值，評估管理層以往關於銷售價格的預測的準確性；及

Our audit procedures to assess the net realisable value of properties

under development for sale and completed properties for sale included

the following:

• Obtaining an understanding of and assessing the design,

implementation and operating effectiveness of management’s

key internal controls in relation to the preparation and

monitoring of management forecasts of development costs;

• Conducting site visits to properties under development for

sale, on a sample basis, to observe the development progress

and evaluating management’s development budgets reflected

in the latest forecasts with reference to market statistics about

estimated construction costs, signed construction contracts and/

or unit construction costs of recently completed projects;

• Assessing the accuracy of management’s historical forecasts of

selling prices by comparing the actual selling prices achieved in

the current year with forecasts prepared in previous years; and






評估開發中待售物業及已竣工待售物業的可變現淨值（續）Assessing the net realisable value of properties under development for sale and completed properties for sale (continued)

鑒於開發中待售物業和已竣工待售物業對貴集團總資產的重要性，及由於評估開發中待售物業和已竣工待售物業的可變現淨值（本質上具有不確定性）需要作出重大程度的管理層判斷，這可能存在錯誤或管理層傾向，我們將開發中待售物業和已竣工待售物業的可變現淨值的評估列為關鍵審計事項。

We identified the assessment of the net realisable value of the Group’s

properties under development for sale and completed properties for

sale as a key audit matter because of the significance of properties

under development for sale and completed properties for sale to the

Group’s total assets and because the inherent uncertainties involved in

assessing the net realisable value of the properties under development

for sale and completed properties for sale that require a significant

degree of management judgement which could be subject to error or

management bias.

• 評估管理層就評估開發中待售物業和已竣工待售物業的可變現淨值而採納的估值方法，及將估值中所採用的關鍵估計及假設（包括與平均淨銷售價格有關的估計及假設）與可用市場數據及貴集團的銷售預算計劃進行對比。

• Evaluating the valuation methodology adopted by management

for assessing the net realisable value of properties under

development for sale and completed properties for sale and

comparing the key estimates and assumptions adopted in the

valuations, including those relating to average net selling

prices, with market available data and the sales budget plans

maintained by the Group.




INFORMATION OTHER THAN THE CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON

The directors are responsible for the other information. The other information

comprises all the information included in the annual report, other than the

consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other

information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our

responsibility is to read the other information and, in doing so, consider whether

the other information is materially inconsistent with the consolidated financial

statements or our knowledge obtained in the audit or otherwise appears to be

materially misstated.

If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have

nothing to report in this regard.

RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The directors are responsible for the preparation of the consolidated financial

statements that give a true and fair view in accordance with IFRSs issued by the

IASB and the disclosure requirement of the Hong Kong Companies Ordinance

and for such internal control as the directors determine is necessary to enable

the preparation of consolidated financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible

for assessing the Group’s ability to continue as a going concern, disclosing, as

applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.

The directors are assisted by the Audit Committee in discharging their

responsibilities for overseeing the Group’s financial reporting process.

綜合財務報表及就其核數師報告以外的資料

董事對其他資料負責。其他資料包括年報所載之所有資料，惟不包括綜合財務報表及我們就此之核數師報告。

我們有關綜合財務報表之意見並不涵蓋其他資料，我們亦並不就此發表任何形式之核證結論。

就我們對綜合財務報表之審核而言，我們之責任是閱讀其他資料，從而考慮其他資料是否與綜合財務報表或我們在審核過程中獲悉的資料存在重大不符，或似乎存在重大錯誤陳述。

倘若我們基於已完成的工作認為其他資料出現重大錯誤陳述，我們須報告此一事實。我們就此並無須報告事項。

董事就綜合財務報表須承擔的責任

董事須負責根據國際會計準則委員會頒佈之國際財務報告準則及香港公司條例之披露規定編製及真實而公平地列報該等綜合財務報表，並對其認為就確保綜合財務報表之編製不存在由於欺詐或錯誤而導致的重大錯誤陳述所必需之有關內部控制。

在編製綜合財務報表時，董事須負責評估貴集團持續經營的能力，並披露與持續經營有關的事項（如適用）。除非董事有意將貴集團清盤，或停止營運，或除此之外並無其他實際可行的辦法，否則董事須採用以持續經營為基礎的會計法。

審核委員會協助董事履行監督貴集團的財務報告過程的責任。



AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the consolidated

financial statements as a whole are free from material misstatement, whether due

to fraud or error, and to issue an auditor’s report that includes our opinion. This

report is made solely to you, as a body, and for no other purpose. We do not assume

responsibility towards or accept liability to any other person for the contents of this

report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with HKSAs will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these consolidated

financial statements.

As part of an audit in accordance with HKSAs, we exercise professional judgement

and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated

financial statements, whether due to fraud or error, design and perform

audit procedures responsive to those risks, and obtain audit evidence that is

sufficient and appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is higher than for

one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to

design audit procedures that are appropriate in the circumstances, but not

for the purpose of expressing an opinion on the effectiveness of the Group’s

internal control.

• Evaluate the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures made by the

directors.

核數師就審核綜合財務報表須承擔的責任

我們的目標，是對整體綜合財務報表是否不存在由於欺詐或錯誤而導致的重大錯誤陳述取得合理保證，並出具包括我們意見的核數師報告。我們僅向整體股東作出報告。除此以外，我們的報告不作其他用途。我們不就此報告的內容，對任何其他人士負責或承擔任何責任。

合理保證是高水平的保證，但不能保證按照香港核數準則進行的審核在某一重大錯誤陳述存在時總能發現。錯誤陳述可以由欺詐或錯誤引起，倘合理預期彼等個別或匯總起來可能影響該等綜合財務報表使用者所作出的經濟決策，則有關的錯誤陳述可被視作重大。

我們根據香港核數準則進行審核的工作之一，是運用專業判斷，在整個審核過程中抱持職業懷疑態度。我們亦：

• 識別和評估由於欺詐或錯誤而導致綜合財務報表存在重大錯誤陳述的風險，設計及執行審核程序以應對該等風險，以及取得充足和適當的審核憑證，作為我們意見的基礎。由於欺詐可能涉及串謀、偽造、蓄意遺漏、虛假陳述，或凌駕於內部控制之上，因此未能發現因欺詐而導致的重大錯誤陳述的風險高於因錯誤而導致的重大錯誤陳述的風險。

• 了解與審核相關的內部控制，以設計適當的審核程序，但目的並非對貴集團內部控制的效能發表意見。

• 評價董事所採用會計政策的恰當性及所作出會計估計和相關披露資料的合理性。




• Conclude on the appropriateness of the directors’ use of the going concern

basis of accounting and, based on the audit evidence obtained, whether a

material uncertainty exists related to events or conditions that may cast

significant doubt on the Group’s ability to continue as a going concern. If we

conclude that a material uncertainty exists, we are required to draw attention

in our auditor’s report to the related disclosures in the consolidated financial

statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our

auditor’s report. However, future events or conditions may cause the Group

to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated

financial statements, including the disclosures, and whether the consolidated

financial statements represent the underlying transactions and events in a

manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial

information of the entities or business activities within the Group to express

an opinion on the consolidated financial statements. We are responsible for

the direction, supervision and performance of the Group audit. We remain

solely responsible for our audit opinion.

We communicate with the Audit Committee regarding, among other matters, the

planned scope and timing of the audit and significant audit findings, including any

significant deficiencies in internal control that we identify during our audit.

We also provide the Audit Committee with a statement that we have complied with

relevant ethical requirements regarding independence and communicate with them

all relationships and other matters that may reasonably be thought to bear on our

independence and, where applicable, related safeguards.


• 對董事採用持續經營會計基礎的恰當性作出結論。根據所得的審核憑證，決定是否存在與事件或情況有關的重大不確定性，而可能對貴集團持續經營的能力構成重大疑慮。倘我們認為存在重大不確定性，則有必要在核數師報告中提請使用者對綜合財務報表中的相關披露資料的關注。倘有關的披露資料不足，則發表非無保留意見。我們的結論乃基於截至核數師報告日期止所取得的審核憑證。然而，未來事件或情況可能導致貴集團不能繼續持續經營。

• 評價綜合財務報表（包括披露資料）的整體列報方式、結構及內容，以及綜合財務報表是否公允反映有關交易和事項。

• 就貴集團中實體或業務活動的財務資料獲取充分及適當的審核證據，以對綜合財務報表發表意見。我們負責指導、監督及執行集團審核。我們僅對我們之審核意見承擔責任。

我們與審核委員會溝通了（其中包括）計劃的審核範圍、時間安排、重大審核發現等事項，包括我們在審核期間識別出內部控制的任何重大缺陷。

我們亦向審核委員會提交聲明，說明我們已符合有關獨立性的相關職業道德要求，並與彼等溝通所有可能合理地被認為會影響我們獨立性的關係及其他事項，以及相關防範措施（倘適用）。




From the matters communicated with the Audit Committee, we determine those

matters that were of most significance in the audit of the consolidated financial

statements of the current period and are therefore the key audit matters. We

describe these matters in our auditor’s report unless law or regulation precludes

public disclosure about the matter or when, in extremely rare circumstances, we

determine that a matter should not be communicated in our report because the

adverse consequences of doing so would reasonably be expected to outweigh the

public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report

is Chan Ting Yuen.



10 Chater Road

Central, Hong Kong

30 March 2020


從與審核委員會溝通的事項中，我們決定哪些事項對本期間綜合財務報表的審核最為重要，因而構成關鍵審核事項。我們會在核數師報告中描述這些事項，惟法律法規不允許對某件事項作出公開披露，或在極端罕見的情況下，若有合理預期在我們的報告中溝通某事項而造成的負面後果將會超過其產生的公眾利益，我們將不會在此等情況下在報告中溝通該事項。

本獨立核數師報告的審核工作合夥人為陳定元。

執業會計師

香港中環遮打道10號太子大廈8樓

二零二零年三月三十日


截至二零一九年十二月三十一日止年度 For the year ended 31 December 2019



二零一九年二零一八年2019 2018

（附註）(Note)

附註人民幣千元人民幣千元NOTES RMB’000 RMB’000

收益 Revenue 4 1,605,448 1,446,354

銷售成本 Cost of sales (1,074,088) (684,654)

毛利 Gross profit 531,360 761,700

投資物業公平值變動 Changes in fair value of investment properties 13(a) 171,958 465,863

其他收入、開支、收益及虧損 Other income, expenses, gains and losses 5 66,069 (127,870)

銷售及營銷開支 Selling and marketing expenses (66,068) (49,051)

行政開支 Administrative expenses (175,291) (183,363)

經營溢利 Profit from operations 528,028 867,279

融資成本 Finance costs 6(a) (186,273) (178,918)

應佔聯營公司的溢利 Share of profits of associates 16 105,050 3,668

應佔合營企業的溢利 Share of profits of joint ventures 17 6,070 101,962

除稅前溢利 Profit before taxation 6 452,875 793,991

所得稅 Income tax 7 (200,347) (451,735)




非控股權益 Non-controlling interest (33) –







（附註）(Note)


年內其他全面收益

（除稅及經重新分類調整後）：Other comprehensive income for the

year (after tax and reclassification

adjustments): 10

其後可能重新分類至損益的項目： Item that may be reclassified subsequently to

profit or loss:

換算人民幣以外功能貨幣的

實體財務報表的匯兌差額Exchange differences on translation of

financial statements of the entities with

functional currencies other than RMB 14,635 299

年內其他全面收益 Other comprehensive income for the year 14,635 299

本公司權益股東應佔年內

全面收益總額Total comprehensive income for the year

attributable to equity shareholders of

the Company 267,163 342,555



非控股權益 Non-controlling interest (33) –

年內全面收益總額 Total comprehensive income for the year 267,163 342,555

每股盈利 Earnings per share 11

基本（每股人民幣元） Basic (RMB per share) 0.140 0.190

攤薄（每股人民幣元） Diluted (RMB per share) 0.140 0.190

Note: The Group has initially applied IFRS 16 at 1 January 2019 using the modified retrospective

approach. Under this approach, the comparative information is not restated. See note 2(c).


附註：本集團已於二零一九年一月一日採用經修訂追溯法首次應用國際財務報告準則第16號。根據此方法，比較資料未予重列。見附註2(c)。



於二零一九年十二月三十一日 At 31 December 2019




三十一日

二零一八年十二月


201931 December

2018

（附註）(Note)


非流動資產 Non-current assets物業、廠房及設備 Property, plant and equipment 12 260,699 564,462投資物業 Investment properties 13 6,258,897 5,708,069商譽 Goodwill 14 – 31,116於聯營公司之權益 Interests in associates 16 468,999 345,949於合營企業之權益 Interests in joint ventures 17 419,231 413,161其他金融資產 Other financial assets 18 221,667 182,913受限制銀行存款 Restricted bank deposits 23 170,000 70,000遞延稅項資產 Deferred tax assets 31 154,324 120,585

7,953,817 7,436,255

流動資產 Current assets開發中待售物業 Properties under development for sale 19 5,157,894 4,516,490已竣工待售物業 Completed properties for sale 20 1,145,750 678,099合約成本 Contract costs 21 6,473 1,793貿易及其他應收款項 Trade and other receivables 22 348,773 249,375預付土地增值稅及所得稅 Land appreciation tax and income tax prepaid 28,075 18,405其他金融資產 Other financial assets 18 5,525 86,189結構性銀行存款 Structured bank deposits – 146,000受限制銀行存款 Restricted bank deposits 23 604,359 205,858現金及現金等價物 Cash and cash equivalents 24 979,208 576,051

8,276,057 6,478,260

流動負債 Current liabilities貿易及其他應付款項 Trade and other payables 25 1,808,858 1,138,093合約負債 Contract liabilities 26 971,179 491,612預收租金 Rental received in advance 31,342 32,362租賃負債 Lease liabilities 27 43,298 –銀行貸款 Bank loans 28 2,393,017 1,569,118即期稅項 Current taxation 683,578 594,122優先票據 Senior notes 29 185,149 1,972,944

6,116,421 5,798,251



於二零一九年十二月三十一日 At 31 December 2019



三十一日

二零一八年十二月


201931 December

2018

（附註）(Note)


流動資產淨值 Net current assets 2,159,636 680,009


非流動負債 Non-current liabilities租賃負債 Lease liabilities 27 249,169 –銀行貸款 Bank loans 28 1,348,776 960,145遞延稅項負債 Deferred tax liabilities 31 1,180,961 1,178,972預收租金 Rental received in advance 2,549 15,048優先票據 Senior notes 29 2,501,362 1,353,795

5,282,817 3,507,960

資產淨值 NET ASSETS 4,830,636 4,608,304

資本及儲備 CAPITAL AND RESERVES股本 Share capital 32(c) 113,099 113,099儲備 Reserves 32(d) 4,704,098 4,495,205

本公司權益股東應佔權益總額

Total equity attributable to equity shareholders of the Company 4,817,197 4,608,304

非控股權益 Non-controlling interests 13,439 –

總權益 TOTAL EQUITY 4,830,636 4,608,304

Approved and authorised for issue by the board of directors on 30 March 2020.

王欽賢王錦輝Wong Yam Yin Wong Kam Fai

董事董事Directors Directors




董事會於二零二零年三月三十日批准及授權刊發。







股本股份溢價特別儲備外匯匯兌

儲備物業重估

儲備購股權儲備盈餘儲備保留盈利總計

Share

capital

Share

premium

Special

reserve

Exchange

reserve

Property

revaluation

reserve

Share

options

reserve

Surplus

reserve

Retained

earnings Total

附註人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元NOTES RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

（附註32(c)）（附註32(d)(i)）（附註32(d)(ii)）（附註32(d)(iii)）（附註30）（附註32(d)(iv)）(Note 32(c)) (Note 32(d)(i)) (Note 32(d)(ii)) (Note 32(d)(iii)) (Note 30) (Note 32(d)(iv))

於二零一八年一月一日之結餘 Balance at 1 January 2018 113,099 476,143 251,645 51 16,631 864 122,148 3,360,478 4,341,059

二零一八年權益變動： Changes in equity for 2018:

年內溢利 Profit for the year – – – – – – – 342,256 342,256


for the year – – – 299 – – – – 299

全面收益總額 Total comprehensive income – – – 299 – – – 342,256 342,555

盈餘儲備撥款 Surplus reserve appropriation 32(d)(iv) – – – – – – 16,327 (16,327) –


of the previous year 32(b) – – (50,469) – – – – – (50,469)

以股本結算股份支付交易 Equity settled share-based transactions 30 – – – – – 229 – – 229

本年度宣派之股息 Dividends declared in respect

of the current year 32(b) – – (25,070) – – – – – (25,070)


之結餘（附註）Balance at 31 December 2018

(Note) 113,099 476,143 176,106 350 16,631 1,093 138,475 3,686,407 4,608,304


approach. Under this approach, the comparative information is not restated. See note 2(c).附註：本集團已於二零一九年一月一日採用經修訂追溯

法首次應用國際財務報告準則第16號。根據此方法，比較資料未予重列。見附註2(c) 。







Share

capital

Share

premium

Special

reserve

Exchange

reserve

Property

revaluation

reserve

Share

options

reserve

Surplus

reserve

Retained

earnings Total

Non-

controlling

interests Total

附註人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元NOTES RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

（附註32(c)）（附註32(d)(i)）（附註32(d)(ii)）（附註32(d)(iii)）（附註30）（附註32(d)(iv)）(Note 32(c)) (Note 32(d)(i)) (Note 32(d)(ii)) (Note 32(d)(iii)) (Note 30) (Note 32(d)(iv))

於二零一八年十二月

三十一日之結餘Balance at 31 December 2018

113,099 476,143 176,106 350 16,631 1,093 138,475 3,686,407 4,608,304 – 4,608,304

應用國際財務報告準則

第16號之影響Impact on initial application of

IFRS16 – – – – – – – (28,412) (28,412) – (28,412)

於二零一九年一月一日之

結餘Balance at 1 January 2019

113,099 476,143 176,106 350 16,631 1,093 138,475 3,657,995 4,579,892 – 4,579,892


年內溢利 Profit for the year – – – – – – – 252,561 252,561 (33) 252,528


for the year – – – 14,635 – – – – 14,635 – 14,635

全面收益總額 Total comprehensive income – – – 14,635 – – – 252,561 267,196 (33) 267,163



of the previous year 32(b) – – (30,120) – – – – – (30,120) – (30,120)

以股本結算股份支付交易 Equity settled share-based transactions 30 – – – – – 229 – – 229 – 229


shareholders – – – – – – – – – 13,472 13,472


三十一日之結餘Balance at 31 December 2019

113,099 476,143 145,986 14,985 16,631 1,322 163,728 3,885,303 4,817,197 13,439 4,830,636







（附註）(Note)


經營活動 Operating activities

經營所得╱（所用）現金 Cash generated from/(used in) operations 24(b) 302,724 (676,031)

已付稅項 Tax paid (104,583) (278,828)

經營活動所得╱（所用）現金淨額 Net cash generated from/(used in) operating activities 198,141 (954,859)

投資活動 Investing activities

銀行存款已收利息 Interest received from bank deposits 18,035 16,939

按公平值計入損益（「按公平值計入損益」）的金融資產已收利息


at fair value through profit or loss (“FVTPL”) 1,554 14,247

按公平值計入其他全面收益

（「按公平值計入其他全面收益」）的金融資產已收利息


at fair value through other comprehensive

income (“FVTOCI”) 523 6,262

按公平值計入損益的

金融資產已收股息Dividends received from financial assets

measured at FVTPL – 5,519

購買物業、廠房及設備 Purchases of property, plant and equipment (47,419) (32,330)

購買按公平值計入損益的

金融資產Purchases of financial assets measured

at FVTPL (238,472) (312,015)

購買按公平值計入其他全面收益的金融資產

Purchases of financial assets measured

at FVTOCI – (133,365)

投資物業增加 Increase in investment properties (190,117) (129,653)

於一間合營企業之投資 Investment in a joint venture (18,000) (35,271)

收購附屬公司 Acquisition of subsidiaries – (819,584)

出售物業、廠房及設備 Disposal of property, plant and equipment – 20

出售投資物業 Disposal of investment properties 84,218 154,517

出售按公平值計入損益之金融資產 Disposal of financial assets measured at FVTPL 460,361 255,154

出售按公平值計入其他全面收益之

金融資產Disposal of financial assets measured

at FVTOCI – 113,349

提取受限制銀行存款 Withdrawal of restricted bank deposits – 128,501

存入受限制銀行存款 Placement of restricted bank deposits – (91,665)

向聯營公司及合營企業提供墊款 Advance to associates and joint ventures (42,459) (2,774)

從一間聯營公司收到還款 Repayment received from an associate 12,500 14,500

出售一間附屬公司 Disposal of a subsidiary 461,640 –

投資活動所得╱（所用）現金淨額 Net cash generated from/(used in) investing activities 502,364 (847,649)






（附註）(Note)


融資活動 Financing activities

合營企業及聯營公司墊款 Advance from associates and joint ventures 165,045 168,065向聯營公司及合營企業還款 Repayment to associates and joint ventures (38,091) (25,966)發行優先票據所得款項 Proceeds from issue of senior notes 1,224,475 1,283,380支付發行優先票據應佔開支 Payment of expense attributable to issue of

senior notes (18,014) (24,925)償還債券 Repayment of bonds – (19,665)支付銀行借款應佔開支 Payment of expense attributable to bank

borrowings – (3,150)新造銀行借款 New bank borrowings raised 2,902,580 1,189,623償還銀行貸款 Repayments of bank loans (1,722,920) (394,507)購回優先票據 Repurchase of senior note (1,018,394) (76,840)已付利息 Interest paid (387,250) (313,052)

支付予本公司權益股東之股息 Dividends paid to equity shareholders of the Company (30,120) (75,539)

存入銀行貸款質押款 Placement of deposits pledged for bank loans (380,000) –償還優先票據本金額 Repayment of principal of senior notes (966,344) –非控股股東注資 Capital injection from non-controlling

shareholders 13,472 –已付租賃租金的資本部分 Capital element of lease rentals paid (24,118) –已付租賃租金的利息部分 Interest element of lease rentals paid (18,547) –

融資活動（所用）╱所得現金淨額 Net cash (used in)/generated from financing activities (298,226) 1,707,424

現金及現金等價物淨增加╱（減少） Net increase/(decrease) in cash and cash equivalents 402,279 (95,084)

於一月一日的現金及現金等價物 Cash and cash equivalents at 1 January 576,051 664,519

外匯匯率變動影響 Effect of foreign exchanges rates changes 878 6,616

於十二月三十一日的現金及現金等價物

Cash and cash equivalents at 31 December24(a) 979,208 576,051









1 GENERAL

Golden Wheel Tiandi Holdings Company Limited (the “Company”) was

incorporated as an exempted Company with limited liability in the Cayman

Islands on 26 April 2012 and its shares are listed on The Stock Exchange of

Hong Kong Limited (the “Hong Kong Stock Exchange”) with effect from 16

January 2013.

The Company is an investment holding company. The Company and its

subsidiaries (hereinafter collectively referred to as the “Group”) are principally

engaged in the property development, property leasing and hotel operation.

2 SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of compliance

These financial statements have been prepared in accordance with all

applicable International Financial Reporting Standards (“IFRSs”), which

collective term includes all applicable individual International Financial

Reporting Standards, International Accounting Standards (“IASs”) and

Interpretations issued by the International Accounting Standards Board

(“IASB”). These financial statements also comply with the disclosure

requirements of the Hong Kong Companies Ordinance and the applicable

disclosure provisions of the Rules Governing the Listing of Securities on

The Stock Exchange of Hong Kong Limited. Significant accounting policies

adopted by the Group are disclosed below.

The IASB has issued certain new and revised IFRSs that are first effective or

available for early adoption for the current accounting period of the Group.

Note 2(c) provides information on any changes in accounting policies

resulting from initial application of these developments to the extent that

they are relevant to the Group for the current and prior accounting periods

reflected in these financial statements.

1 一般資料

金輪天地控股有限公司（「本公司」）於二零一二年四月二十六日在開曼群島註冊成立為獲豁免有限公司，其股份自二零一三年一月十六日起於香港聯合交易所有限公司（「香港聯交所」）上市。

本公司為一間投資控股公司。本公司及其附屬公司（以下統稱「本集團」）主要從事物業發展、物業租賃及酒店營運。

2 重大會計政策

(a) 合規聲明本財務報表乃根據國際會計準則理事會（「國際會計準則理事會」）頒佈的所有適用的國際財務報告準則（「國際財務報告準則」）（此統稱包含所有適用的個別國際財務報告準則、國際會計準則（「國際會計準則」）及詮釋）而編製。本財務報表亦符合香港公司條例的披露規定及香港聯合交易所有限公司證券上市規則的適用披露規定。本集團採納的重大會計政策於下文披露。

國際會計準則理事會已頒佈若干新訂及經修訂國際財務報告準則，均於本集團當前會計期間首次生效或可供提早採納。附註2(c)載有就本財務報表中反映的當前及過往會計期間與本集團有關的首次應用該等發展而導致的任何會計政策變動的資料。





(b) Basis of preparation of the financial statements

The consolidated financial statements for the year ended 31 December 2019

comprise the Group and the Group’s interest in associates and joint ventures.

The measurement basis used in the preparation of the financial statements is

the historical cost basis except as set out in the accounting policies hereunder.

The preparation of financial statements in conformity with IFRSs requires

management to make judgements, estimates and assumptions that affect the

application of policies and reported amounts of assets, liabilities, income and

expenses. The estimates and associated assumptions are based on historical

experience and various other factors that are believed to be reasonable

under the circumstances, the results of which form the basis of making the

judgements about carrying values of assets and liabilities that are not readily

apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis.

Revisions to accounting estimates are recognised in the period in which the

estimate is revised if the revision affects only that period, or in the period of

the revision and future periods if the revision affects both current and future

periods.

Judgements made by management in the application of IFRSs that have

significant effect on the financial statements and major sources of estimation

uncertainty are discussed in note 3.


(b) 財務報表編製基準截至二零一九年十二月三十一日止年度的綜合財務報表包括本集團及本集團於聯營公司及合營企業的權益。

除下文會計政策中所載列者外，編製財務報表時乃以歷史成本法作為計量基準。

管理層須在編製符合國際財務報告準則的財務報表時作出會對政策的應用，以及資產、負債、收入及支出的報告數額構成影響的判斷、估計及假設。這些估計及相關假設是根據以往經驗及管理層因應當時情況認為合理的多項其他因素作出的，其結果構成了管理層在無法依循其他途徑即時得知資產與負債的賬面值時所作出判斷的基礎。實際結果可能有別於該等估計。

管理層會不斷審閱各項估計及相關假設。如果會計估計的修訂只是影響某一期間，其影響便會在該期間內確認；如果修訂對當前及未來期間均有影響，則在作出修訂的期間及未來期間確認。

有關管理層在應用國際財務報告準則時所作出對本財務報表有重大影響的判斷，以及主要的估計來源不確定因素的討論內容，載列於附註3。





(c) Changes in accounting policies

The IASB has issued a new IFRS, IFRS 16, Leases, and a number of

amendments to IFRSs that are first effective for the current accounting period

of the Group.

Except for IFRS 16, Leases, none of the developments have had a material

effect on how the Group’s results and financial position for the current or

prior periods have been prepared or presented. The Group has not applied

any new standard or interpretation that is not yet effective for the current

accounting period.

IFRS 16, Leases

IFRS 16 replaces IAS 17, Leases , and the related interpretations, International

Financial Reporting Interpretations Committee Interpretation 4, Determining

whether an arrangement contains a lease , Standing Interpretation Committee

Interpretation 15, Operating leases – incentives , and Standing Interpretation

Committee Interpretation 27, Evaluating the substance of transactions

involving the legal form of a lease . It introduces a single accounting model

for lessees, which requires a lessee to recognise a right-of-use asset and a lease

liability for all leases, except for leases that have a lease term of 12 months or

less (“short-term leases”) and leases of low value assets. The lessor accounting

requirements are brought forward from IAS 17 and remain substantially

unchanged.

IFRS 16 also introduces additional qualitative and quantitative disclosure

requirements which aim to enable users of the financial statements to assess

the effect that leases have on the financial position, financial performance and

cash flows of an entity.

The Group has initially applied IFRS 16 as from 1 January 2019. The Group

has elected to use the modified retrospective approach and has therefore

recognised the cumulative effect of initial application as an adjustment to the

opening balance of equity at 1 January 2019. Comparative information has

not been restated and continues to be reported under IAS 17.


(c) 會計政策的變動國際會計準則理事會已頒佈於本集團本會計期間首次生效的一項新訂國際財務報告準則、國際財務報告準則第16號租賃及多項國際財務報告準則的修訂本。

除國際財務報告準則第16號租賃外，概無有關發展對本集團編製或呈列本期或往期業績及財務狀況的方式產生重大影響。本集團並無應用於本會計期間尚未生效的任何新準則或詮釋。

國際財務報告準則第16號租賃國際財務報告準則第16號取代國際會計準則第17號租賃及相關詮釋、國際財務報告詮釋委員會詮釋第4號確定一項安排是否包含租賃、常設詮釋委員會詮釋第15號經營租賃－優惠以及常設詮釋委員會詮釋第27號評估涉及租賃法律形式的交易實質。其引入針對承租人的單一會計模式，要求承租人就所有租賃確認使用權資產及租賃負債，惟租期為十二個月或以下的租賃（「短期租賃」）及低價值資產租賃除外。出租人會計規定轉承國際會計準則第17

號，大致保持不變。

國際財務報告準則第16號亦引入了其他定性及定量披露要求，旨在使財務報表的使用者能夠評估租賃對實體的財務狀況、財務業績及現金流量的影響。

本集團自二零一九年一月一日起首次應用國際財務報告準則第16號。本集團已選擇採用經修訂追溯法，並因此確認首次應用的累計影響，作為對二零一九年一月一日的權益期初結餘的調整。比較資料未予重列，並繼續根據國際會計準則第17號進行報告。





(c) Changes in accounting policies (Continued)

IFRS 16, Leases (Continued)

Further details of the nature and effect of the changes to previous accounting

policies and the transition options applied are set out below:

a. New definition of a lease

The change in the definition of a lease mainly relates to the concept of

control. IFRS 16 defines a lease on the basis of whether a customer controls

the use of an identified asset for a period of time, which may be determined

by a defined amount of use. Control is conveyed where the customer has both

the right to direct the use of the identified asset and to obtain substantially

all of the economic benefits from that use.

The Group applies the new definition of a lease in IFRS 16 only to contracts

that were entered into or changed on or after 1 January 2019. For contracts

entered into before 1 January 2019, the Group has used the transitional

practical expedient to grandfather the previous assessment of which existing

arrangements are or contain leases. Accordingly, contracts that were

previously assessed as leases under IAS 17 continue to be accounted for as

leases under IFRS 16 and contracts previously assessed as non-lease service

arrangements continue to be accounted for as executory contracts.

b. Lessee accounting and transitional impact

IFRS 16 eliminates the requirement for a lessee to classify leases as either

operating leases or finance leases, as was previously required by IAS 17.

Instead, the Group is required to capitalise all leases when it is the lessee,

including leases previously classified as operating leases under IAS 17, other

than those short-term leases and leases of low-value assets which are exempt.

As far as the Group is concerned, these newly capitalised leases are primarily

in relation to property, plant and equipment, and investment properties as

disclosed in note 12 and 13. For an explanation of how the Group applies

lessee accounting, see note 2(j)(i).


(c) 會計政策的變動（續）國際財務報告準則第16號租賃（續）有關過往會計政策變動的性質及影響以及應用過渡選擇權的進一步詳情載列如下：

a. 租賃的新定義租賃定義的變動主要與控制權的概念有關。國際財務報告準則第16號以客戶是否於一段時間內控制已識別資產的使用（可按界定的使用量釐定）作為界定租賃之基礎。當客戶有權指示已識別資產之用途，並取得從該用途所帶來之絕大部分經濟利益時，即表示擁有控制權。

本集團僅將國際財務報告準則第16號內租賃的新定義應用於二零一九年一月一日或之後訂立或變更的合約。就於二零一九年一月一日之前訂立的合約而言，本集團已採用過渡性可行的權宜方法以豁免屬租賃或包含租賃的現有安排的過往評估。因此，先前根據國際會計準則第17號評估為租賃的合約繼續根據國際財務報告準則第16號入賬列為租賃，而先前評估為非租賃服務安排的合約則繼續入賬列為未生效合約。

b. 承租人會計及過渡影響國際財務報告準則第16號取消先前國際會計準則第17號要求承租人將租賃分類為經營租賃或融資租賃的規定。反之，本集團須在其為承租人時將所有租賃資本化，包括先前根據香港會計準則第17號分類為經營租賃的租賃（短期租賃及低價值資產租賃除外）。就本集團而言，該等新資本化租賃主要與附註12及13所披露的物業、廠房及設備以及投資物業有關。有關本集團如何應用承租人會計的解釋，請參閱附註2(j)(i)。







b. Lessee accounting and transitional impact (Continued)

At the date of transition to IFRS 16 (i.e. 1 January 2019), the Group

determined the length of the remaining lease terms and measured the

lease liabilities for the leases previously classified as operating leases at the

present value of the remaining lease payments, discounted using the relevant

incremental borrowing rates at 1 January 2019. The weighted average of the

incremental borrowing rates used for determination of the present value of

the remaining lease payments was 6.4%.

To ease the transition to IFRS 16, the Group applied the following

recognition exemption and practical expedients at the date of initial

application of IFRS 16:

(i) the Group elected not to apply the requirements of IFRS 16 in respect

of the recognition of lease liabilities and right-of-use assets to leases for

which the remaining lease term ends within 12 months from the date

of initial application of IFRS 16, i.e. where the lease term ends on or

before 31 December 2019;

(ii) when measuring the lease liabilities at the date of initial application

of IFRS 16, the Group applied a single discount rate to a portfolio

of leases with reasonably similar characteristics (such as leases with a

similar remaining lease term for a similar class of underlying asset in a

similar economic environment); and

(iii) when measuring the right-of-use assets at the date of initial application

of IFRS 16, the Group relied on the previous assessment for onerous

contract provisions as at 31 December 2018 as an alternative to

performing an impairment review.


(c) 會計政策的變動（續）國際財務報告準則第16號租賃（續）

b. 承租人會計及過渡影響（續）於過渡至國際財務報告準則第16號當日（即二零一九年一月一日），本集團就先前分類為經營租賃的租賃按剩餘租賃付款現值（使用於二零一九年一月一日之相關增量借款利率進行貼現）釐定餘下租期及計量租賃負債。用作釐定剩餘租賃付款現值的加權平均增量借款利率為6.4%。

為緩解國際財務報告準則第16號的過渡，本集團於首次應用國際財務報告準則第16號當日採用下列確認豁免及可行權宜方法︰

(i) 本集團已選擇不就餘下租期於首次應用國際財務報告準則第16號當日起計十二個月內屆滿（即租期於二零一九年十二月三十一日或之前結束）的租賃應用國際財務報告準則第16

號有關確認租賃負債及使用權資產的規定；

(ii) 於計量首次應用國際財務報告準則第16號當日之租賃負債時，本集團對具有合理類似特徵的租賃組合（例如，在類似經濟環境下有關類似相關資產類別且餘下租期相近的租賃）使用單一貼現率；及

(iii) 當計量於首次應用國際財務報告準則第16號當日之使用權資產時，本集團依賴先前於二零一八年十二月三十一日對虧損合約條文作出之評估，以替代進行減值審閱。








The following table reconciles the operating lease commitments as disclosed

in note 35(b) as at 31 December 2018 to the opening balance for lease

liabilities recognised as at 1 January 2019:

二零一九年一月一日

1 January 2019


於二零一八年十二月三十一日的

經營租賃承擔Operating lease commitments at 31 December 2018

497,150

減：增值稅及租賃合約修改的影響 Less: Impact of value-added tax and modification

of a lease contract (115,066)

382,084

減：未來利息開支總額 Less: total future interest expenses (90,395)

按增量借款利率折現的剩餘租賃

付款現值及於二零一九年一月一日

確認的租賃負債總額

Present value of remaining lease payments, discounted using

the incremental borrowing rate and total lease liabilities

recognised at 1 January 2019 291,689

The right-of-use assets in relation to leases previously classified as operating

leases have been recognised at an amount as if IFRS 16 had always been

applied since the commencement date of the lease (other than discounting

using the relevant incremental borrowing rate at the date of initial application

of IFRS 16).


investment properties in ‘property, plant and equipment’ and presents lease




b. 承租人會計及過渡影響（續）下表載列於附註 35(b)內披露之於二零一八年十二月三十一日之經營租賃承擔與於二零一九年一月一日確認之租賃負債期初結餘之對賬：

先前被分類為經營租賃的租賃，已如同自租賃開始日起一直應用國際財務報告準則第16號確認其相關的使用權資產（使用首次應用國際財務報告準則第16號當日的相關增量借款利率折現除外）。

本集團將不符合「物業、廠房及設備」投資物業定義的使用權資產及租賃負債在綜合財務狀況表中分別獨立呈列。








The following table summarises the impacts of the adoption of IFRS 16 on

the Group’s consolidated statement of financial position:


三十一日的賬面值

經營租賃合約的資本化

於二零一九年一月一日的

賬面值Carrying

amount at

31 December

2018

Capitalisation

of operating

lease contracts

Carrying

amount at

1 January

2019

人民幣千元人民幣千元人民幣千元RMB’000 RMB’000 RMB’000

因採用國際財務報告準則

第16號而受到影響的

綜合財務狀況表細列項目：

Line items in the consolidated

statement of financial position

impacted by the adoption of IFRS 16:

投資物業 Investment properties 5,708,069 211,084 5,919,153

物業、廠房及設備 Property, plant and equipment 564,462 42,722 607,184

遞延稅項資產 Deferred tax assets 120,585 9,471 130,056

非流動資產總額 Total non-current assets 7,436,255 263,277 7,699,532

租賃負債（即期） Lease liabilities (current) – 40,082 40,082

流動負債 Current liabilities 5,798,251 40,082 5,838,333

流動資產淨值 Net current assets 680,009 (40,082) 639,927

總資產減流動負債 Total assets less current liabilities 8,116,264 223,195 8,339,459

租賃負債（非即期） Lease liabilities (non-current) – 251,607 251,607

非流動負債總額 Total non-current liabilities 3,507,960 251,607 3,759,567

資產淨值 Net assets 4,608,304 (28,412) 4,579,892



b. 承租人會計及過渡影響（續）下表概述採用國際財務報告準則第16號對本集團的綜合財務狀況表的影響：







c. Impact on the financial result, segment results and cash flows of the Group

After the initial recognition of right-of-use assets and lease liabilities as at 1

January 2019, the Group as a lessee is required to recognise interest expense

accrued on the outstanding balance of the lease liability, and the depreciation

or change in fair value of the right-of-use asset, instead of the previous policy

of recognising rental expenses incurred under operating leases on a straight-

line basis over the lease term. This doesn’t result in a material impact on

the reported profit from operations in the Group’s consolidated statement of

profit or loss, as compared to the results if IAS 17 had been applied during

the year.

In the cash flow statement, the Group as a lessee is required to split rentals

paid under capitalised leases into their capital element and interest element

(see note 24(c)). These elements are classified as financing cash outflows,

similar to how leases previously classified as finance leases under IAS 17 were

treated, rather than as operating cash outflows, as was the case for operating

leases under IAS 17. Although total cash flows are unaffected, the adoption of

IFRS 16 therefore results in a significant change in presentation of cash flows

within the cash flow statement (see note 24(d)).

The following tables give an indication of the estimated impact of the

adoption of IFRS 16 on the Group’s financial result, segment results and

cash flows for the year ended 31 December 2019, by adjusting the amounts

reported under IFRS 16 in these consolidated financial statements to compute

estimates of the hypothetical amounts that would have been recognised under

IAS 17 if this superseded standard had continued to apply in 2019 instead

of IFRS 16, and by comparing these hypothetical amounts for 2019 with the

actual 2018 corresponding amounts which were prepared under IAS 17.



c. 對本集團財務業績、分部業績及現金流量的影響對二零一九年一月一日的使用權資產及租賃負債進行初步確認後，本集團作為承租人需確認租賃負債未償付結餘所產生的利息開支，並對使用權資產計提折舊或公平值變動，而非按照此前的政策在租期內以直線法確認經營租賃的租金開支。與本年度一直採用國際會計準則第17號的結果相比，上述會計處理不會對本集團綜合損益表內的報告經營溢利產生重大影響。

於現金流量表內，本集團作為承租人需將根據已資本化的租賃支付的租金拆分為本金金額及利息金額（見附註24(c)）。該等要素被劃分為融資現金流出，並採用與此前根據國際會計準則第17號劃分為融資租賃的租賃類似的會計處理方法，而非根據國際會計準則第17號下的經營租賃劃分為經營現金流出。儘管總現金流量不受影響，但採用國際財務報告準則第16號會導致現金流量表中現金流量的呈列方式發生重大變化（見附註24(d)）。

下表顯示採用國際財務報告準則第16號對本集團截至二零一九年十二月三十一日止年度的財務業績、分部業績及現金流量的估計影響，通過調整根據國際財務報告準則第16號於該等綜合財務報表中報告的金額，計算如果繼續沿用國際會計準則第17號而非應用國際財務報告準則第16

號的假設金額估算，並比較二零一九年的該等假設金額與二零一八年根據國際會計準則第17號編製的實際對應金額。






IFRS 16, Leases (Continued)c. Impact on the financial result, segment results and cash flows of the Group

(Continued)


根據國際財務報告準則

第16號報告的金額

加上：國際財務報告準則

第16號的折舊、公平值變動和利息費用

扣除：猶如根據國際會計準則

第17號計算，與經營租賃

相關的估計金額（附註1）

猶如根據國際會計準則

第17號計算，二零一九年的

假設金額

與根據國際會計準則

第17號報告的二零一八年金額比較

Amounts reported under

IFRS 16

Add back: IFRS 16

depreciation, fair value change and interest expense

Deduct: Estimated

amounts related to operating

leases as if under IAS 17

(note 1)

Hypothetical amounts for

2019 as if under IAS 17

Compared to amounts

reported for 2018

under IAS 17(A) (B) (C) (D=A+B-C)


因採用國際財務報告準則第16號而受到影響的截至二零一九年十二月三十一日止年度的財務業績：

Financial result for year ended 31 December 2019 impacted by the adoption of IFRS 16:

經營溢利 Profit from operations 528,028 32,765 (42,665) 518,128 867,279

融資成本 Finance costs (186,273) 18,547 – (167,726) (178,918)

除稅前溢利 Profit before taxation 452,875 51,312 (42,665) 461,522 793,991

年內溢利 Profit for the year 252,528 53,474 (42,665) 263,337 342,256

因採用國際財務報告準則第16號而受到影響的截至二零一九年十二月三十一日止年度的可報告分部溢利（附註4(b)）：

Reportable segment profit for year ended 31 December 2019 (note 4(b)) impacted by the adoption of IFRS 16:

－物業租賃 – Properties leasing 101,026 42,350 (36,383) 106,993 64,549－酒店營運 – Hotel operation 11,086 8,962 (6,282) 13,766 12,136

總計 Total 112,112 51,312 (42,665) 120,759 76,685



c. 對本集團財務業績、分部業績及現金流量的影響（續）






IFRS 16, Leases (Continued)c. Impact on the financial result, segment results and cash flows of the Group

(Continued)


根據國際財務報告

準則第16號報告的金額

猶如根據國際會計

準則第17號計算，與經營租賃相關的估計金額

（附註1及2）

猶如根據國際會計準則

第17號計算，二零一九年的

假設金額

與根據國際會計準則

第17號報告的二零一八年金額比較

Amounts reported

under IFRS 16

Estimated amounts

related to operating

leases as if under IAS 17 (notes 1 & 2)

Hypothetical amounts for

2019 as if under IAS 17

Compared to

amounts

reported for

2018 under

IAS 17

(A) (B) (C=A+B)


因採用國際財務報告準則第16號而受到影響的截至二零一九年十二月三十一日止年度的綜合現金流量表內項目：

Line items in the consolidated cash flow statement for year ended 31 December 2019 impacted by the adoption of IFRS 16:

經營所得╱（所用）現金 Cash generated from/(used in) operations 302,724 (42,665) 260,059 (676,031)

經營活動所得╱（所用）現金淨額

Net cash generated from/(used in) operating activities 198,141 (42,665) 155,476 (954,859)

已付租金的資本部分 Capital element of lease rentals paid (24,118) 24,118 – –

已付租金的利息部分 Interest element of lease rentals paid (18,547) 18,547 – –

融資活動（所用）╱所得現金淨額

Net cash (used in)/generated from financing activities (298,226) 42,665 (255,561) 1,707,424



c. 對本集團財務業績、分部業績及現金流量的影響（續）







c. Impact on the financial result, segment results and cash flows of the Group

(Continued)Note 1: The “estimated amounts related to operating leases” is an estimate of the amounts

of the cash flows in 2019 that relate to leases which would have been classified

as operating leases, if IAS 17 had still applied in 2019. This estimate assumes

that there were no differences between rentals and cash flows and that all of the

new leases entered into in 2019 would have been classified as operating leases

under IAS 17, if IAS 17 had still applied in 2019. Any potential net tax effect is

ignored.

Note 2: In this impact table these cash outflows are reclassified from financing to

operating in order to compute hypothetical amounts of net cash used in operating

activities and net cash used in financing activities as if IAS 17 still applied.

(d) Subsidiaries and non-controlling interests

Subsidiaries are entities controlled by the Group. The Group controls

an entity when it is exposed, or has rights, to variable returns from its

involvement with the entity and has the ability to affect those returns

through its power over the entity. When assessing whether the Group has

power, only substantive rights (held by the Group and other parties) are

considered.

An investment in a subsidiary is consolidated into the consolidated financial

statements from the date that control commences until the date that control

ceases. Intra-group balances, transactions and cash flows and any unrealised

profits arising from intra-group transactions are eliminated in full in

preparing the consolidated financial statements. Unrealised losses resulting

from intra-group transactions are eliminated in the same way as unrealised

gains but only to the extent that there is no evidence of impairment.



c. 對本集團財務業績、分部業績及現金流量的影響（續）附註1：「與經營租賃相關的估計金額」為二零

一九年現金流量的估計金額，該等估計金額與如果繼續於二零一九年應用國際會計準則第17號則歸類為經營租賃的租賃項目相關。該項估計假設租金和現金流量之間並無差異，且如果繼續於二零一九年應用國際會計準則第17號，該等於二零一九年訂立的新租賃將被歸類為經營租賃。任何潛在的稅務影響淨額均被忽略。

附註2：在此影響表格中，該等現金流出乃從融資活動重新分類至經營活動，以計算如果繼續應用國際會計準則第17號，經營活動所使用的現金淨額以及融資活動所使用的現金淨額之假設金額。

(d) 附屬公司及非控股權益附屬公司指本集團控制的實體。當本集團因參與某實體而對可變回報承擔風險或享有權利，並且有能力運用對該實體的權力影響該等回報，本集團即控制該實體。本集團在評估是否擁有權力時，僅考慮（本集團以及其他方所持有的）實質性權利。

於一間附屬公司之投資由開始控制當日起至終止控制日期止綜合入賬至綜合財務報表。集團內公司間之結餘、交易及現金流量以及集團內公司間交易所產生之未變現溢利，均於編製綜合財務報表時全數對銷。倘無減值跡象，則集團內公司間交易所產生之未變現虧損亦僅在此情況下以處理未變現收益之同一方法對銷。





(d) Subsidiaries and non-controlling interests (Continued)

Non-controlling interests represent the equity in a subsidiary not attributable

directly or indirectly to the Company, and in respect of which the Group has

not agreed any additional terms with the holders of those interests which

would result in the Group as a whole having a contractual obligation in

respect of those interests that meets the definition of a financial liability.

For each business combination, the Group can elect to measure any non-

controlling interests either at fair value or at the non-controlling interests’

proportionate share of the subsidiary’s net identifiable assets.

Non-controlling interests are presented in the consolidated statement of

financial position within equity, separately from equity attributable to the

equity shareholders of the Company. Non-controlling interests in the results

of the Group are presented on the face of the consolidated statement of profit

or loss and other comprehensive income as an allocation of the total profit or

loss and total comprehensive income for the year between non-controlling

interests and the equity shareholders of the Company. Loans from holders

of non-controlling interests and other contractual obligations towards these

holders are presented as financial liabilities in the consolidated statement

of financial position in accordance with notes 2(q)or 2(r) depending on the

nature of the liability.

Changes in the Group’s interests in a subsidiary that do not result in a loss

of control are accounted for as equity transactions, whereby adjustments

are made to the amounts of controlling and non-controlling interests

within consolidated equity to reflect the change in relative interests, but no

adjustments are made to goodwill and no gain or loss is recognised.

When the Group loses control of a subsidiary, it is accounted for as a disposal

of the entire interest in that subsidiary, with a resulting gain or loss being

recognised in profit or loss. Any interest retained in that former subsidiary

at the date when control is lost is recognised at fair value and this amount is

regarded as the fair value on initial recognition of a financial asset (see note

2(g)) or, when appropriate, the cost on initial recognition of an investment in

an associate or joint venture (see note 2(e)).

In the Company’s statement of financial position, an investment in a

subsidiary is stated at cost less impairment losses (see note 2(k)), unless the

investment is classified as held for sale (or included in a disposal group that is

classified as held for sale).


(d) 附屬公司及非控股權益（續）非控股權益是指並非由本公司直接或間接應佔之附屬公司權益，及本集團並未與該等權益持有人達成任何額外條款，從而令本集團在總體上對該等權益產生合約責任，使其符合財務負債之定義。就每次業務合併而言，本集團可選擇按公平值或非控股權益應佔附屬公司可識別資產淨值之比例計量任何非控股權益。

非控股權益於綜合財務狀況表內列為權益，與本公司權益股東應佔權益分開呈列。本集團業績內之非控股權益於綜合損益及其他全面收益表內分開呈列為非控股權益與本公司權益股東之間年內損益總額及全面收益總額之分配。根據附註2(q)或2(r)，視乎負債性質，來自非控股權益持有人之貸款及其他有關該等持有人之合約責任於綜合財務狀況表列為金融負債。

貴集團於附屬公司之權益變動如不會導致喪失控制權，則入賬列作股本交易，據此會對綜合權益內控股權益及非控股權益金額作出調整，以反映相對權益變動，但不會就商譽作出調整，亦不會確認任何收益或虧損。

倘本集團失去對附屬公司之控制權，則入賬列作出售於該附屬公司之全部權益，因此而產生之收益或虧損會在損益中確認。失去控制權當日於該前附屬公司保留之任何權益會按公平值確認，而此金額會被視為初步確認金融資產之公平值（見附註2(g)），或（倘適用）初步確認於一間聯營公司或合營企業之投資成本（見附註2(e)）。

於本公司之財務狀況表內，於一間附屬公司之投資乃按成本減減值虧損（見附註2(k)）列賬，除非投資分類為持作出售（或計入分類為持作出售之出售組合）。





(e) Associates and joint ventures

An associate is an entity in which the Group or company has significant

influence, but not control or joint control, over its management, including

participation in the financial and operating policy decisions.

A joint venture is an arrangement whereby the Group or company and other

parties contractually agree to share control of the arrangement and have rights

to the net assets of the arrangement.

An investment in an associate or a joint venture is accounted for in the

consolidated financial statements under the equity method, unless it is

classified as held for sale (or included in a disposal group that is classified as

held for sale). Under the equity method, the investment is initially recorded

at cost, adjusted for any excess of the Group’s share of the acquisition-date fair

values of the investee’s identifiable net assets over the cost of the investment (if

any). The cost of the investment includes purchase price, other costs directly

attributable to the acquisition of the investment, and any direct investment

into the associate or joint venture that forms part of the Group’s equity

investment. Thereafter, the investment is adjusted for the post acquisition

change in the Group’s share of the investee’s net assets and any impairment

loss relating to the investment (see note 2(k)(iii)). Any acquisition-date

excess over cost, the Group’s share of the post-acquisition, post-tax results

of the investees and any impairment losses for the year are recognised in

the consolidated statement of profit or loss, whereas the Group’s share of

the post-acquisition post-tax items of the investees’ other comprehensive

income is recognised in the consolidated statement of profit or loss and other

comprehensive income.


(e) 聯營公司及合營企業聯營公司是指本集團或本公司對其有重大影響，但沒有控制或共同控制其管理層的實體；重大影響包括參與其財務及經營決策。

合營企業是一項安排，據此本集團或本公司與其他方協定分享對此項安排的控制權，並享有此項安排的資產淨值。

於聯營公司或合營企業的投資乃按權益法記入綜合財務報表，但分類為持有出售（或已計入分類為持有出售的處置組合）的投資除外。根據權益法，有關投資以成本初始入賬，並就本集團於收購日所佔被投資公司可辨別資產淨值的公平值超過投資成本的數額（如有）作出調整。投資成本包括購買價格、直接歸因於收購投資的其他成本，以及對構成本集團權益投資一部分的聯營公司或合營企業的任何直接投資。此後，就本集團所佔被投資公司資產淨值的收購後變動以及與該等投資有關的任何減值虧損作出調整（見附註2(k)(iii)）。於收購日超過成本的任何數額、本集團年內所佔被投資公司的收購後稅後業績及任何減值虧損在綜合損益表中確認，而本集團所佔被投資公司的收購後稅後其他全面收益項目則在綜合損益及其他全面收益表中確認。





(e) Associates and joint ventures (Continued)

When the Group’s share of losses exceeds its interest in the associate or the

joint venture, the Group’s interest is reduced to nil and recognition of further

losses is discontinued except to the extent that the Group has incurred legal

or constructive obligations or made payments on behalf of the investee. For

this purpose, the Group’s interest is the carrying amount of the investment

under the equity method, together with any other long-term interests that

in substance form part of the Group’s net investment in the associate or the

joint venture (after applying the ECL model to such other long-term interests

where applicable (see note 2(k)(i)).

Unrealised profits and losses resulting from transactions between the Group

and its associates and joint venture are eliminated to the extent of the Group’s

interest in the investee, except where unrealised losses provide evidence of

an impairment of the asset transferred, in which case they are recognised

immediately in profit or loss.

If an investment in an associate becomes an investment in a joint venture or

vice versa, the retained interest is not remeasured. Instead, the investment

continues to be accounted for under the equity method.

In all other cases, when the Group ceases to have significant influence over an

associate or joint control over a joint venture, it is accounted for as a disposal

of the entire interest in that investee, with a resulting gain or loss being

recognised in profit or loss. Any interest retained in that former investee at

the date when significant influence or joint control is lost is recognised at fair

value and this amount is regarded as the fair value on initial recognition of a

financial asset (see note 2(g)).


(e) 聯營公司及合營企業（續）當本集團分佔聯營公司或合營企業虧損超過其於聯營公司或合營企業的權益時，本集團所佔權益減少至零，並且不再確認額外虧損，惟倘本集團有法定或推定義務，或代被投資公司作出付款則除外。就此而言，在將預期信用損失模型應用於其他此類長期權益之後（如適用），本集團所佔權益乃以權益法計算投資的賬面金額，以及實質上構成本集團在聯營公司或合營企業投資淨額一部分的長期權益為準（見附註2(k)(i)）。

本集團與其聯營公司及合營企業之間交易所產生的未變現損益，均按本集團於被投資公司的權益比率抵銷；但如有未變現虧損證明已轉讓資產出現減值，則會即時在損益中確認。

如果於聯營公司的投資變為於合營企業的投資或於合營企業的投資變為於聯營公司的投資，則毋須重新計量保留權益。反之，有關投資繼續以權益法入賬。

在所有其他情況下，當本集團不再對聯營公司有重大影響力或對合營企業實施共同控制時，按出售有關被投資公司的全部權益列賬，由此產生的收益或虧損在損益中確認。在喪失重大影響力或共同控制權日期所保留有關前被投資公司的權益，按公平值確認，此筆金額在初始確認金融資產時視作為公平值（見附註2(g)）。





(f) Goodwill

Goodwill represents the excess of

(i) the aggregate of the fair value of the consideration transferred, the

amount of any non-controlling interest in the acquiree and the fair

value of the Group’s previously held equity interest in the acquiree;

over

(ii) the net fair value of the acquiree’s identifiable assets and liabilities

measured as at the acquisition date.

When (ii) is greater than (i), then this excess is recognised immediately in

profit or loss as a gain on a bargain purchase.

Goodwill is stated at cost less accumulated impairment losses. Goodwill

arising on a business combination is allocated to each cash-generating unit, or

groups of cash generating units, that is expected to benefit from the synergies

of the combination and is tested annually for impairment (see note 2(k)).

On disposal of a cash generating unit during the year, any attributable

amount of purchased goodwill is included in the calculation of the profit or

loss on disposal.

(g) Other investments in debt and equity securities

The Group’s policies for investments in debt and equity securities, other than

investments in subsidiaries, associates and joint ventures, are set out below.

Investments in debt and equity securities are recognised/derecognised on the

date the Group commits to purchase/sell the investment. The investments are

initially stated at fair value plus directly attributable transaction costs, except

for those investments measured at fair value through profit or loss (FVPL)

for which transaction costs are recognised directly in profit or loss. For an

explanation of how the Group determines fair value of financial instruments,

see note 34. These investments are subsequently accounted for as follows,

depending on their classification.


(f) 商譽商譽指以下兩者之差額

(i) 所轉讓代價之公平值、於收購對象的任何非控股權益金額及本集團過往於收購對象所持有股權之公平值的總和；減

(ii) 於收購日期所計量被收購對象可識別資產及負債之公平淨值。

當 (ii)項之金額大於 (i)項時，則其差額即時於損益中確認為議價購買之收益。

商譽按成本減累計減值虧損列賬。業務合併產生的商譽會分配至預期可透過合併的協同效益獲利的各現金產生單位或一組現金產生單位，並且每年接受減值測試（見附註2(k)）。

於年內出售的現金產生單位的任何應佔購入商譽均包括在出售項目的損益內。

(g) 其他債務及權益證券投資除於附屬公司、聯營公司及合營企業的投資外，本集團有關債務證券及權益證券投資的政策載列如下。

債務及權益證券投資於本集團承諾購買╱出售該項投資之日確認╱終止確認。該等投資按公平值加直接歸屬交易成本初始列示，惟按公平值計入損益計量的投資之交易成本直接於損益確認。有關本集團如何釐定金融工具公平值的說明，請參閱附註34。該等投資按其分類後續處理方式如下。






(i) Investments other than equity investments

Non-equity investments held by the Group are classified into one of the

following measurement categories:

– amortised cost, if the investment is held for the collection of

contractual cash flows which represent solely payments of principal

and interest. Interest income from the investment is calculated using

the effective interest method (see note 2(v)(v)).

– fair value through other comprehensive income (FVOCI) – recycling,

if the contractual cash flows of the investment comprise solely

payments of principal and interest and the investment is held within

a business model whose objective is achieved by both the collection of

contractual cash flows and sale. Changes in fair value are recognised

in other comprehensive income, except for the recognition in profit

or loss of expected credit losses, interest income (calculated using the

effective interest method) and foreign exchange gains and losses. When

the investment is derecognised, the amount accumulated in other

comprehensive income is recycled from equity to profit or loss.

– fair value at profit or loss (FVPL) if the investment does not meet the

criteria for being measured at amortised cost or FVOCI (recycling).

Changes in the fair value of the investment (including interest) are

recognised in profit or loss.


(g) 其他債務及權益證券投資（續）(i) 股本投資以外的投資

本集團持有的非權益投資分類為以下計量類別之一：

－如果本集團持有該項投資以收取合約現金流量（僅指支付本金及利息的付款），則按照攤銷成本計量，並採用實際利率法計算該項投資的利息收入（見附註2(v)(v)）。

－如果該項投資的合約現金流量僅包含支付本金及利息的付款，且以收取合約現金流量及出售投資的商業模式為目標，則以按公平值計入其他全面收益（「按公平值計入其他全面收益」）（可轉回）計量。除預期信用損失、利息收入（以實際利率法計算）及匯兌損益於損益中確認外，公平值的變動於其他全面收益中確認。終止確認該等投資時，其他全面收益中的累計金額自權益轉入損益中列示。

－倘該等投資不符合按攤銷成本或按公平值計入其他全面收益（可轉回）計量的標準，則以按公平值計入損益計量。該等投資（包括利息）的公平值變動於損益中確認。






(ii) Equity investments

An investment in equity securities is classified as FVPL unless the equity

investment is not held for trading purposes and on initial recognition of

the investment the Group makes an irrevocable election to designate the

investment at FVOCI (non-recycling) such that subsequent changes in fair

value are recognised in other comprehensive income. Such elections are

made on an instrument-by-instrument basis but may only be made if the

investment meets the definition of equity from the issuer’s perspective. Where

such an election is made, the amount accumulated in other comprehensive

income remains in the fair value reserve (non-recycling) until the investment

is disposed of. At the time of disposal, the amount accumulated in the fair

value reserve (non-recycling) is transferred to retained earnings. It is not

recycled through profit or loss. Dividends from an investment in equity

securities, irrespective of whether classified as at FVPL or FVOCI, are

recognised in profit or loss as other income in accordance with the policy set

out in note 2(v)(iv).

(h) Investment property

Investment properties are land and/or buildings which are owned or held

under a leasehold interest (see note 2(j)) to earn rental income and/or for

capital appreciation. These include land held for a currently undetermined

future use and property that is being constructed or developed for future use

as investment property.

Investment properties are stated at fair value, unless they are still in the

course of construction or development at the end of the reporting period

and their fair value cannot be reliably measured at that time. Any gain or

loss arising from a change in fair value or from the retirement or disposal of

an investment property is recognised in profit or loss. Rental income from

investment properties is accounted for as described in note 2(v)(iii).


(g) 其他債務及權益證券投資（續）(ii) 權益投資

除非該權益投資並非以買賣目的持有，且在初始確認該等投資時，本集團做了一個不可撤銷的選擇將該項投資指定為以按公平值計入其他全面收益（不可轉回）計量，以便隨後的公平值變動於其他全面收益中確認，否則權益證券投資被分類為按公平值計入損益。本集團對每個金融工具單獨進行選擇分類，但該選擇分類僅在該項投資符合發行人角度下的權益定義方能進行。倘若進行上述選擇，其他全面收益中的累計金額將保留於公平值儲備中（不可轉回），直至出售該項投資。在出售該項投資時，公平值儲備中（不可轉回）的累計金額將轉入保留溢利，不會通過損益轉入。權益證券投資的股息無論是否按按公平值計入損益或按公平值計入其他全面收益進行分類，均按照附註2(v)(iv)所載列的政策於損益中確認為其他收入。

(h) 投資物業投資物業為租賃權益（見附註2(j)）下擁有或持有之土地及╱或樓宇，以賺取租金收入及╱或用於資本增值目的。投資物業包括所持有但現時尚未確定未來用途之土地及將興建或開發日後用作投資物業之物業。

投資物業按公平值列賬，除非有關投資物業於報告期末仍在興建或開發中及其公平值未能於當時可靠地計量。因公平值變動或廢棄或出售投資物業而產生之任何收益或虧損於損益中確認。投資物業的租金收入按附註2(v)(iii)所述入賬。





(h) Investment property (Continued)

In the comparative period, when the Group held a property interest under

an operating lease and used the property to earn rental income and/or for

capital appreciation, the Group could elect on a property-by-property basis

to classify and account for such interest as an investment property. Any such

property interest which had been classified as an investment property was

accounted for as if it were held under a finance lease (see note 2(j)), and the

same accounting policies were applied to that interest as were applied to

other investment properties leased under finance leases. Lease payments were

accounted for as described in note 2(j).

(i) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated

depreciation and impairment losses (see note 2(k)):

The cost of self-constructed items of property, plant and equipment includes

the cost of materials, direct labour, the initial estimate, where relevant, of the

costs of dismantling and removing the items and restoring the site on which

they are located, and an appropriate proportion of production overheads and

borrowing costs (see note 2(x)).

Gains or losses arising from the retirement or disposal of an item of property,

plant and equipment are determined as the difference between the net

disposal proceeds and the carrying amount of the item and are recognised in

profit or loss on the date of retirement or disposal. Any related revaluation

surplus is transferred from the revaluation reserve to retained profits and is

not reclassified to profit or loss.


(h) 投資物業（續）於比較期間，本集團根據經營租賃持有物業權益並使用該物業賺取租金收入及╱或用於資本增值時，本集團可選擇按逐項物業基準分類並將有關權益入賬列作投資物業。任何被分類為投資物業之該等物業權益乃猶如其根據融資租賃持有列賬（見附註2(j)），而該權益採用與根據融資租賃所租賃之其他投資物業相同之會計政策。租賃付款按附註2(j)所述入賬。

(i) 物業、廠房及設備物業、廠房及設備以成本扣除累計折舊及減值虧損列賬（見附註2(k)）：

物業、廠房及設備的自建成本包括材料成本、直接勞工成本、所在地盤的項目拆遷及重建的初步估計（倘相關）成本，以及製作費用的適當比例及借貸成本（見附註2(x)）。

報廢或出售物業、廠房及設備項目所產生的收益或虧損乃以項目的出售所得款項淨額與賬面值之間的差額釐定，並在報廢或出售日期於損益確認。任何相關重估盈餘由重估儲備轉撥至保留溢利，且不會重新分類至損益。





(i) Property, plant and equipment (Continued)

Depreciation is calculated to write off the cost of items of property, plant and

equipment, less their estimated residual value, if any, using the straight-line

method over their estimated useful lives as follows:

– Land and buildings 20–36 years

– Motor vehicles 4–10 years

– Computers and office equipment 3 years

– Leasehold improvements over the lease period or 5 years,

whichever is shorter

Right-of-use assets are depreciated over the unexpired term of lease.

Where parts of an item of property, plant and equipment have different

useful lives, the cost or valuation of the item is allocated on a reasonable basis

between the parts and each part is depreciated separately. Both the useful life

of an asset and its residual value, if any, are reviewed annually.

(j) Leased assets

At inception of a contract, the Group assesses whether the contract is, or

contains, a lease. A contract is, or contains, a lease if the contract conveys the

right to control the use of an identified asset for a period of time in exchange

for consideration. Control is conveyed where the customer has both the right

to direct the use of the identified asset and to obtain substantially all of the

economic benefits from that use.


(i) 物業、廠房及設備（續）物業、廠房及設備項目的折舊乃按照其下列估計可用年期以直線法撇銷其成本，再減去其估計剩餘價值（如有）：

－土地及樓宇 20至36年

－汽車 4至10年

－電腦及辦公室設備 3年

－租賃裝修隨著租期或超過5年（以較短者為準）

使用權資產按未屆滿租期折舊。

若物業、廠房及設備項目中的部分的可用年期各有不同，項目成本或估值將合理地分配予不同部分，而各部分將分開計提折舊。本集團每年均會審閱資產的可用年期及其剩餘價值（如有）。

(j) 租賃資產訂立合約時，本集團評估合約是否為租賃或包含租賃。倘合約轉達了一段時間以控制對已識別資產的使用的權利以換取對價，則合約為租賃或包含租賃。當客戶有權主導該項已識別資產的使用，且從使用中獲取絕大部分的經濟利益時，控制權被轉移。






(i) As a lessee

(A) Policy applicable from 1 January 2019

Where the contract contains lease component(s) and non-lease component(s),

the Group has elected not to separate non-lease components and accounts for

each lease component and any associated non-lease components as a single

lease component for all leases.

At the lease commencement date, the Group recognises a right-of-use asset

and a lease liability, except for short-term leases that have a lease term of

12 months or less and leases of low-value assets which, for the Group are

primarily laptops and office furniture. When the Group enters into a lease

in respect of a low-value asset, the Group decides whether to capitalise the

lease on a lease-by-lease basis. The lease payments associated with those leases

which are not capitalised are recognised as an expense on a systematic basis

over the lease term.

Where the lease is capitalised, the lease liability is initially recognised at the

present value of the lease payments payable over the lease term, discounted

using the interest rate implicit in the lease or, if that rate cannot be readily

determined, using a relevant incremental borrowing rate. After initial

recognition, the lease liability is measured at amortised cost and interest

expense is calculated using the effective interest method. Variable lease

payments that do not depend on an index or rate are not included in the

measurement of the lease liability and hence are charged to profit or loss in

the accounting period in which they are incurred.


(j) 租賃資產（續）(i) 作為承租人(A) 自二零一九年一月一日起適用的政策

倘合約包含租賃組成部分及非租賃組成部分，本集團已選擇不分拆非租賃組成部分，並對每個租賃組成部分及任何相關的非租賃組成部分作為一項單一的租賃進行會計處理。

於租賃開始日，本集團確認使用權資產及租賃負債，但租賃期為12個月或以下的短期租賃及低價值資產的租賃除外。當本集團就一項低價值資產訂立租賃時，本集團決定是否以逐項租賃為基礎將租賃資本化。與未資本化的租賃相關的租賃付款在租賃期內有系統地確認為費用。

若租賃被資本化，則租賃負債以租賃期內應付租賃付款的現值進行初始確認，並使用該項租賃的內含利率折現；或如果內含利率無法輕易釐定，則使用相關的增量借款利率。初始確認後，租賃負債以攤銷成本計量，且利息費用則採用實際利率法計算。不取決於指數或利率的可變租賃付款並不包含於租賃負債的計量中，並因此於其產生的會計期間計入損益。







(A) Policy applicable from 1 January 2019 (Continued)

The right-of-use asset recognised when a lease is capitalised is initially

measured at cost, which comprises the initial amount of the lease liability plus

any lease payments made at or before the commencement date, and any initial

direct costs incurred. Where applicable, the cost of the right-of-use assets also

includes an estimate of costs to dismantle and remove the underlying asset or

to restore the underlying asset or the site on which it is located, discounted to

their present value, less any lease incentives received. The right-of-use asset

is subsequently stated at cost less accumulated depreciation and impairment

losses (see notes 2(i) and 2(k)(iii)), except for the following types of right-of-

use asset:

– right-of-use assets that meet the definition of investment property are

carried at fair value in accordance with note 2(h).

The lease liability is remeasured when there is a change in future lease

payments arising from a change in an index or rate, or there is a change in

the Group’s estimate of the amount expected to be payable under a residual

value guarantee, or there is a change arising from the reassessment of whether

the Group will be reasonably certain to exercise a purchase, extension or

termination option. When the lease liability is remeasured in this way, a

corresponding adjustment is made to the carrying amount of the right-of-use

asset, or is recorded in profit or loss if the carrying amount of the right-of-use

asset has been reduced to zero.


investment property in ‘property, plant and equipment’ and presents lease



(j) 租賃資產（續）(i) 作為承租人（續）(A) 自二零一九年一月一日起適用的政策（續）

租賃資本化時已確認的使用權資產按成本進行初始計量，其中包括租賃負債的初始金額加上任何於開始日或之前作出的租賃付款，以及產生的任何初始直接費用。在適用的情況下，使用權資產的成本亦包括將拆卸、搬移相關資產或復原相關資產或資產所在地點的費用估算折現至其現值，減去已收到的租賃優惠。使用權資產隨後按成本減去累計折舊及減值虧損列賬（見附註2(i)及2(k)(iii)）：

－符合附註2(h)按公平值入賬之投資物業定義之使用權資產。

當指數或利率變動引起未來租賃付款發生變動；或本集團就餘值擔保下預計應付的金額發生變化；或由於重新評估本集團是否合理地行使購買、延期或終止選擇權而產生變化時，承租人重新計量租賃負債。當租賃負債以此方式重新計量時，對使用權資產的賬面價值作出相應調整，或倘使用權資產的賬面價值減至零，則計入損益。

本集團於綜合財務狀況表中的「物業、廠房及設備」項目列示不符合投資物業定義的使用權資產，並單獨列示租賃負債。







(B) Policy applicable prior to 1 January 2019

In the comparative period, as a lessee the Group classified leases as finance

leases if the leases transferred substantially all the risks and rewards of

ownership to the Group. Leases which did not transfer substantially all the

risks and rewards of ownership to the Group were classified as operating

leases, with the following exceptions:

– property held under operating leases that would otherwise meet the

definition of an investment property was classified as investment

property on a property-by-property basis and, if classified as

investment property, was accounted for as if held under a finance lease

(see note 2(h)); and

– land held for own use under an operating lease, the fair value of which

could not be measured separately from the fair value of a building

situated thereon at the inception of the lease, was accounted for as

being held under a finance lease, unless the building was also clearly

held under an operating lease. For these purposes, the inception of the

lease was the time that the lease was first entered into by the Group,

or taken over from the previous lessee.


(j) 租賃資產（續）(i) 作為承租人（續）(B) 於二零一九年一月一日前適用的政策

於比較期間，本集團作為承租人倘於租賃轉移所有權絕大部分之風險及回報至本集團之情況下，則將有關租賃分類為融資租賃。倘租賃並無將所有權之絕大部分風險及回報轉移至本集團，則分類為經營租賃，惟以下情況除外：

－若以經營租賃持有的物業符合作為一項投資物業的界定則按個別物業的基準分類為投資物業，若已被分類為投資物業，則以持作融資租賃列賬（見附註2(h)）；及

－若自用經營租賃土地在租約開始時其公平值不可與在其上的建築物的公平值分開計量，則以持作融資租賃列賬，除非該建築物亦明確地以經營租賃持有。就此情況，租約自本集團首次訂立租約時或自前承租人接收時開始。







(B) Policy applicable prior to 1 January 2019 (Continued)

Where the Group acquired the use of assets under finance leases, the amounts

representing the fair value of the leased asset, or, if lower, the present value

of the minimum lease payments, of such assets were recognised as property,

plant and equipment and the corresponding liabilities, net of finance charges,

were recorded as obligations under finance leases. Depreciation was provided

at rates which wrote off the cost or valuation of the assets over the term of the

relevant lease or, where it was likely the Group would obtain ownership of

the asset, the life of the asset, as set out in note 2(i). Impairment losses were

accounted for in accordance with the accounting policy as set out in note

2(k). Finance charges implicit in the lease payments were charged to profit or

loss over the period of the leases so as to produce an approximately constant

periodic rate of charge on the remaining balance of the obligations for each

accounting period. Contingent rentals were charged to profit or loss in the

accounting period in which they were incurred.

Where the Group had the use of assets held under operating leases, payments

made under the leases were charged to profit or loss in equal instalments over

the accounting periods covered by the lease term, except where an alternative

basis was more representative of the pattern of benefits to be derived from the

leased asset. Lease incentives received were recognised in profit or loss as an

integral part of the aggregate net lease payments made. Contingent rentals

were charged to profit or loss in the accounting period in which they were

incurred.


(j) 租賃資產（續）(i) 作為承租人（續）(B) 於二零一九年一月一日前適用的政策（續）

倘本集團以融資租賃獲得資產的使用權，便會將相當於租賃資產公平值或該資產的最低租賃付款現值（以較低者為準）的金額確認為物業、廠房及設備，而扣除融資費用後的相應負債則記錄為融資租賃承擔。如附註2(i)所述，折舊乃在相關租賃期（或倘本集團有可能取得資產的所有權，則按資產的可使用年期）內，按撇銷資產成本或估值的比率作出撥備。減值虧損根據附註2(k)所載會計政策列賬。租賃付款內含的融資費用於租賃期內在損益扣除，使每個會計期間的融資費用佔承擔餘額的比率大致相同。或然租金在產生的會計期間在損益扣除。

倘本集團擁有根據經營租賃持有的資產的使用權，則根據租賃作出的付款會在租賃期所涵蓋的會計期間內，以等額分期在損益扣除，惟倘有其他基準能更清楚反映租賃資產所產生的收益模式則除外。所收取的租賃優惠於損益確認為租賃淨付款總額的不可或缺部分。或然租金在其產生的會計期間在損益扣除。






(ii) As a lessor

When the Group acts as a lessor, it determines at lease inception whether

each lease is a finance lease or an operating lease. A lease is classified as a

finance lease if it transfers substantially all the risks and rewards incidental to

the ownership of an underlying assets to the lessee. If this is not the case, the

lease is classified as an operating lease.

When a contract contains lease and non-lease components, the Group

allocates the consideration in the contract to each component on a relative

stand-alone selling price basis. The rental income from operating leases is

recognised in accordance with note 2(v)(iii).

When the Group is an intermediate lessor, the sub-leases are classified as a

finance lease or as an operating lease with reference to the right-of-use asset

arising from the head lease. If the head lease is a short-term lease to which

the Group applies the exemption described in note 2(j)(i), then the Group

classifies the sub-lease as an operating lease.

(k) Credit losses and impairment of assets


receivables

The Group recognises a loss allowance for expected credit losses (ECLs) on the

following items:

– financial assets measured at amortised cost (including cash and cash

equivalents, trade and other receivables, including loans to associates

and joint ventures, which are held for the collection of contractual cash

flows which represent solely payments of principal);

– contract assets as defined in IFRS 15 (see note 2(n));

– debt securities measured at FVOCI (recycling); and

– lease receivables.


(j) 租賃資產（續）(ii) 作為出租人

倘本集團作為出租人，其於租賃開始時釐定各租賃為融資租賃或經營租賃。倘租賃轉移相關資產所有權附帶之絕大部分風險及回報至承租人，則租賃分類為融資租賃。否則，租賃分類為經營租賃。

倘合約包含租賃及非租賃部分，本集團按相關單獨售價基準將合約代價分配至各部分。經營租賃所得租金收入根據附註2(v)(iii)

確認。

本集團為中介出租人，分租賃乃參考主租賃產生的使用權資產，分類為融資租賃或經營租賃。倘主租賃乃短期租賃而本集團應用附註2(j)(i)所述豁免，則本集團分類分租賃為經營租賃。

(k) 信貸虧損及資產減值(i) 源自金融工具、合約資產及應收租賃款項

的信貸虧損本集團就下列項目的預期信貸虧損確認虧損撥備：

－按攤銷成本計量的金融資產（包括現金及現金等價物、貿易及其他應收款項（包括向聯營公司及合營企業提供的貸款，其持作收取合約現金流量（僅指支付本金付款）））；

－國際財務報告準則第15號所界定的合約資產（見附註2(n)）；

－按公平值計量並計入其他全面收益計量的債務證券（可劃轉）；及

－應收租賃款項。








Other financial assets measured at fair value, including funds, equity

securities measured at FVPL, and structured bank deposits, are not subject to

the ECL assessment.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are

measured as the present value of all expected cash shortfalls (i.e. the difference

between the cash flows due to the Group in accordance with the contract and

the cash flows that the Group expects to receive).

The expected cash shortfalls are discounted using the following discount rates

where the effect of discounting is material:

– fixed-rate financial assets, trade and other receivables and contract

assets: effective interest rate determined at initial recognition or an

approximation thereof;

– variable-rate financial assets: current effective interest rate;

– lease receivables: discount rate used in the measurement of the lease

receivable.

The maximum period considered when estimating ECLs is the maximum

contractual period over which the Group is exposed to credit risk.

In measuring ECLs, the Group takes into account reasonable and supportable

information that is available without undue cost or effort. This includes

information about past events, current conditions and forecasts of future

economic conditions.



的信貸虧損（續）按公平值計量的其他金融資產（包括基金、按公平值計量並計入損益的權益證券以及結構性銀行按金）毋須進行預期信貸虧損評估。

預期信貸虧損之計量預期信貸虧損為信貸虧損之概率加權估計。信貸虧損以所有預期現金虧絀金額（即根據合約應付本集團之現金流量與本集團預計收到之現金流量之間之差額）之現值計量。

當貼現之影響屬重大時，預期現金差額乃按以下貼現率貼現：

－固定利率金融資產、貿易及其他應收款項及合約資產：於初始確認時確定之實際利率或其近似利率；

－浮動利率金融資產：當前實際利率；

－應收租賃款項：計量應收租賃款項所用的貼現率。

估計預期信貸虧損時考慮之最長期限是本集團承受信貸風險之最長合約期限。

在計量預期信貸虧損時，本集團會考慮可用之合理且可支援之資料，而無須付出不必要之成本或努力，包括關於過去事件，當前狀況及未來經濟狀況預測之資料。








Measurement of ECLs (Continued)

ECLs are measured on either of the following bases:

– 12-month ECLs: these are losses that are expected to result from

possible default events within the 12 months after the reporting date;

and

– lifetime ECLs: these are losses that are expected to result from all

possible default events over the expected lives of the items to which

the ECL model applies.

Loss allowances for trade and other receivables, lease receivables and contract

assets are always measured at an amount equal to lifetime ECLs. ECLs on

these financial assets are estimated using a provision matrix based on the

Group’s historical credit loss experience, adjusted for factors that are specific

to the debtors and an assessment of both the current and forecast general

economic conditions at the reporting date.

For all other financial instruments, the Group recognises a loss allowance

equal to 12-month ECLs unless there has been a significant increase in credit

risk of the financial instrument since initial recognition, in which case the

loss allowance is measured at an amount equal to lifetime ECLs.



的信貸虧損（續）預期信貸虧損之計量（續）預期信貸虧損之計量根據以下任何一項為基礎：

－ 12個月之預期信貸虧損：此乃預期在報告日期後12個月內可能發生之違約事件所產生之虧損；及

－整個存續期之預期信貸虧損：此乃預期信貸虧損模式應用於項目預期年期內所有可能發生之違約事件所產生之虧損。

貿易及其他應收款項、應收租賃款項及合約資產之虧損撥備一般按等同於整個存續期預期信貸虧損的金額計量。於報告日期，該等金融資產的預期信貸虧損乃根據本集團歷史信貸虧損經驗使用撥備矩陣估計，並經對債務人屬特別的因素以及對目前及預測一般經濟狀況的評估予以調整。

對於所有其他金融工具，本集團確認相等於12個月預期信貸虧損的虧損撥備，除非金融工具的信貸風險自初始確認以來顯著上升，在此情況下，虧損撥備按相等於整個存續期預期信貸虧損的數額計量。








Significant increases in credit risk

In assessing whether the credit risk of a financial instrument has increased

significantly since initial recognition, the Group compares the risk of default

occurring on the financial instrument assessed at the reporting date with

that assessed at the date of initial recognition. In making this reassessment,

the Group considers that a default event occurs when (i) the borrower is

unlikely to pay its credit obligations to the Group in full, without recourse

by the Group to actions such as realising security (if any is held); or (ii) the

financial asset is 90 days past due. The Group considers both quantitative

and qualitative information that is reasonable and supportable, including

historical experience and forward-looking information that is available

without undue cost or effort.

In particular, the following information is taken into account when assessing

whether credit risk has increased significantly since initial recognition:

– failure to make payments of principal or interest on their contractually

due dates;

– an actual or expected significant deterioration in a financial

instrument’s external or internal credit rating (if available);

– an actual or expected significant deterioration in the operating results

of the debtor; and

– existing or forecast changes in the technological, market, economic or

legal environment that have a significant adverse effect on the debtor’s

ability to meet its obligation to the Group.



的信貸虧損（續）信貸風險顯著上升在評估一項金融工具的信用風險自初始確認後是否顯著增加時，本集團將於報告日評估的金融工具違約風險與初始確認日的違約風險進行比較。在進行重估時，本集團認為當 (i)借款人不可能全額履行其對本集團的信用義務而本集團未通過追索實現擔保（如有）；或 (ii)該金融資產逾期90天，確定為違約事件。本集團對合理及可支持的定量及定性資料均進行斟酌，其中包括無需付出不當成本或努力即可取得的經驗及前瞻性資料。

具體而言，評估信貸風險自初始確認以來是否顯著上升時會考慮以下資料：

－未能於合約到期日支付本金或利息；

－金融工具外部或內部信貸評級（如適用）的實際或預期顯著惡化；

－債務人經營業績實際或預期顯著惡化；及

－技術、市場、經濟或法律環境的目前或預期變動，對債務人向本集團償還債項的能力造成重大不利影響。








Significant increases in credit risk (Continued)

Depending on the nature of the financial instruments, the assessment of a

significant increase in credit risk is performed on either an individual basis or

a collective basis. When the assessment is performed on a collective basis, the

financial instruments are grouped based on shared credit risk characteristics,

such as past due status and credit risk ratings.

ECLs are remeasured at each reporting date to reflect changes in the financial

instrument’s credit risk since initial recognition. Any change in the ECL

amount is recognised as an impairment gain or loss in profit or loss. The

Group recognises an impairment gain or loss for all financial instruments

with a corresponding adjustment to their carrying amount through a loss

allowance account, except for investments in debt securities that are measured

at FVOCI (recycling), for which the loss allowance is recognised in other

comprehensive income and accumulated in the fair value reserve (recycling).

Basis of calculation of interest income

Interest income recognised in accordance with note 2(v)(v) is calculated

based on the gross carrying amount of the financial asset unless the financial

asset is credit-impaired, in which case interest income is calculated based on

the amortised cost (i.e. the gross carrying amount less loss allowance) of the

financial asset.

At each reporting date, the Group assesses whether a financial asset is credit-

impaired. A financial asset is credit-impaired when one or more events that

have a detrimental impact on the estimated future cash flows of the financial

asset have occurred.



的信貸虧損（續）信貸風險顯著上升（續）視乎金融工具的性質，評估信貸風險顯著上升按單獨基準或集合基準進行。當按集合基準評估時，金融工具基於共用信貸風險特徵分組，例如逾期狀態及信貸風險評級。

預期信貸虧損於各報告日期重新計量，以反映自初始確認以來金融工具的信貸風險變動。預期信貸虧損金額的任何變動均於損益中確認為減值收益或虧損。貴集團確認所有金融工具的減值收益或虧損，並透過虧損撥備賬相應調整其賬面值，惟按公平值計入其他全面收益（可劃轉）計量的債務證券投資除外，其虧損撥備於其他全面收益中確認並於公平值儲備（可劃轉）中累計。

利息收入計量基準根據附註2(v)(v)確認的利息收入按金融資產的總賬面值計算，除非該金融資產出現信貸減值，則利息收入按金融資產的攤銷成本（即總賬面值減虧損撥備）計算。

於各個報告日期，本集團評估金融資產是否出現信貸減值。當發生對金融資產估計未來現金流量有不利影響之一個或多個事件時，金融資產出現信貸減值。








Basis of calculation of interest income (Continued)

Evidence that a financial asset is credit-impaired includes the following

observable events:

– significant financial difficulties of the debtor;

– a breach of contract, such as a default or past due event;

– it becoming probable that the borrower will enter into bankruptcy or

other financial reorganisation;

– significant changes in the technological, market, economic or legal

environment that have an adverse effect on the debtor; or

– the disappearance of an active market for a security because of financial

difficulties of the issuer.

Write-off policy

The gross carrying amount of a financial asset, lease receivable or contract

asset is written off (either partially or in full) to the extent that there is no

realistic prospect of recovery. This is generally the case when the Group

determines that the debtor does not have assets or sources of income that

could generate sufficient cash flows to repay the amounts subject to the write-

off.

Subsequent recoveries of an asset that was previously written off are

recognised as a reversal of impairment in profit or loss in the period in which

the recovery occurs.



的信貸虧損（續）利息收入計量基準（續）金融資產信貸減值之證據包括以下可觀察事項：

－債務人陷入重大財政困難；

－違約，如拖欠或逾期事件；

－借款人可能進行破產清算或其他財務重組；

－技術、市場、經濟或法律環境發生重大變化，並對債務人產生不利影響；或

－因發行人遭遇財務困難致使該證券失去活躍市場。

撇銷政策若日後實際上不可收回款項，本集團則會撇銷（部分或全部）金融資產或合約資產的總賬面金額。該情況通常出現在本集團確定債務人沒有資產或收入來源以可產生足夠的現金流量來償還應撇銷的金額。

之前撇銷之資產隨後之收回作為減值撥回在作出收回的期間於損益內確認。






(ii) Credit losses from financial guarantees issued

Financial guarantees are contracts that require the issuer (i.e. the guarantor)

to make specified payments to reimburse the beneficiary of the guarantee (the

“holder”) for a loss the holder incurs because a specified debtor fails to make

payment when due in accordance with the terms of a debt instrument.

For financial guarantee contracts, the date that the Group becomes a party to

the irrevocable commitment is considered to be the date of initial recognition

for the purposes of assessing the financial instrument for impairment. In

assessing whether there has been a significant increase in the credit risk since

initial recognition of a financial guarantee contract, the Group considers the

changes in the risk that the specified debtor will default on the contract.

For a financial guarantee contract, the Group is required to make payments

only in the event of a default by the debtor in accordance with the terms of

the instrument that is guaranteed. Accordingly, the expected losses is the

present value of the expected payments to reimburse the holder for a credit

loss that it incurs less any amounts that the Group expects to receive from the

holder, the debtor or any other party.

For ECL on financial guarantee contracts for which the effective interest rate

cannot be determined, the Group will apply a discount rate that reflects the

current market assessment of the time value of money and the risks that are

specific to the cash flows but only if, and to the extent that, the risks are

taken into account by adjusting the discount rate instead of adjusting the

cash shortfalls being discounted.

To determine ECLs, the Group considers changes in the risk of default of

the specified debtor since the issuance of the guarantee. A 12-month ECL is

measured unless the risk that the specified debtor will default has increased

significantly since the guarantee is issued, in which case a lifetime ECL

is measured. The same definition of default and the same assessment of

significant increase in credit risk as described in note 2(k)(i) apply.


(k) 信貸虧損及資產減值（續）(ii) 已發出財務擔保的信貸虧損

財務擔保是指規定發行人（即擔保人）根據債務工具的條款支付指定款項，以補償受擔保人的受益人（「持有人」）因某一特定債務人不能償付到期債務而產生的損失的合約。

就財務擔保合約而言，本集團成為不可撤銷承諾一方之日期視為用以評估金融工具減值之初步確認日期。在評估自初步確認財務擔保合約以來信貸風險有否顯著增加時，本集團考慮指定債務人違反合約之風險變化。

就財務擔保合約而言，本集團只需當債務人發生遺約事件時，根據該工具所擔保之條款支付款項。因此，預期信貸虧損等於預期需要支付予合約持有人作為發生信貸虧損之補償減去任何本集團預期從合約持有人、債務人或其他人士所收取之金額的現值。

對於無法確定實際利率之金融擔保合約之預期信貸虧損，本集團將應用一個可反映目前市場對貨幣之時間價值之評估以及現金流量之特定風險（有關風險僅於通過調整所貼現現金短欠範圍內方予以考慮）的貼現率。

為釐定預期信貸虧損，本集團會考慮特定債務人的違約風險自發出擔保以來的變動，並會計量12個月的預期信貸虧損，除非特定債務人的違約風險自發出擔保以來出現大幅增加，在該情況下，則會計量整個存續期的預期信貸虧損。附註2(k)(i)內所述的相同違約定義以及信貸風險是否顯著增加的相同評估適用於此。






(ii) Credit losses from financial guarantees issued (Continued)

As the Group is required to make payments only in the event of a default

by the specified debtor in accordance with the terms of the instrument

that is guaranteed, an ECL is estimated based on the expected payments

to reimburse the holder for a credit loss that it incurs less any amount that

the Group expects to receive from the holder of the guarantee, the specified

debtor or any other party.

(iii) Impairment of other non-current assets

Internal and external sources of information are reviewed at the end of each

reporting period to identify indications that the following assets may be

impaired or, except in the case of goodwill, an impairment loss previously

recognised no longer exists or may have decreased:

– property, plant and equipment, including right-of-use assets;

– goodwill; and

– investments in subsidiaries, associates and joint ventures in the

Company’s statement of financial position.

If any such indication exists, the asset’s recoverable amount is estimated. In

addition, for goodwill, the recoverable amount is estimated annually whether

or not there is any indication of impairment.


(k) 信貸虧損及資產減值（續）(ii) 已發出財務擔保的信貸虧損（續）

由於本集團僅須於特定債務人根據所擔保工具的條款違約時作出付款，故預期信貸虧損會按預期就賠償持有人引致的信貸虧損而作出的付款，減本集團預期從擔保持有人、特定債務人或任何其他人士收取的任何款項估計。

(iii) 其他非流動資產的減值本集團於每個報告期末需審閱內部及外來資料來源，以辨識下列資產是否有可能減值或（商譽除外）先前已確認的減值虧損不再存在或可能已經減少的跡象：

－物業、廠房及設備，包括使用權資產；

－商譽；及

－在本公司財務狀況表中列示的於附屬公司、聯營公司及合營企業的投資。

如果出現任何這類跡象，便會估計資產的可收回數額。此外，就商譽而言，不論是否有任何減值跡象存在，本集團也會每年估計其可收回數額。






(iii) Impairment of other non-current assets (Continued)

– Calculation of recoverable amount

The recoverable amount of an asset is the greater of its fair value

less costs of disposal and value in use. In assessing value in use, the

estimated future cash flows are discounted to their present value using

a pre-tax discount rate that reflects current market assessments of the

time value of money and the risks specific to the asset. Where an asset

does not generate cash inflows largely independent of those from other

assets, the recoverable amount is determined for the smallest group of

assets that generates cash inflows independently (i.e. a cash-generating

unit).

– Recognition of impairment losses

An impairment loss is recognised in profit or loss if the carrying

amount of an asset, or the cash-generating unit to which it belongs,

exceeds its recoverable amount. Impairment losses recognised in

respect of cash-generating units are allocated first to reduce the

carrying amount of any goodwill allocated to the cash-generating

unit (or group of units) and then, to reduce the carrying amount of

the other assets in the unit (or group of units) on a pro rata basis,

except that the carrying value of an asset will not be reduced below its

individual fair value less costs of disposal (if measurable) or value in

use (if determinable).

– Reversals of impairment losses

In respect of assets other than goodwill, an impairment loss is

reversed if there has been a favourable change in the estimates used to

determine the recoverable amount. An impairment loss in respect of

goodwill is not reversed.

A reversal of an impairment loss is limited to the asset’s carrying

amount that would have been determined had no impairment loss been

recognised in prior years. Reversals of impairment losses are credited

to profit or loss in the year in which the reversals are recognised.


(k) 信貸虧損及資產減值（續）(iii) 其他非流動資產的減值（續）

－計算可收回數額

資產的可收回金額為其公平值減出售成本及使用價值之間的較高者。在評估使用價值時，預計未來現金流量將按除稅前貼現率貼現至現值，以反映市場目前對貨幣的時間值和該資產的特定風險的評估。倘某項資產所產生的現金流入並非大致上獨立於其他資產的現金流入，則按獨立產生現金流入的最小一組資產組合（即一個現金產生單位）釐定可收回金額。

－減值虧損的確認

若資產或其所屬現金產生單位的賬面值超逾其可收回金額，則於損益中確認其減值虧損。為現金產生單位而確認的減值虧損，將首先用以撇減分配予該現金產生單位（或一組單位）的任何商譽的賬面值，然後按比例減少單位（或一組單位）內其他資產的賬面值，但資產的賬面值不可減至低於其扣除出售成本後的公平值（如能計量）或使用價值（如能確定）。

－減值虧損的撥回

有關商譽以外的資產，倘據以釐定可收回金額的估計基準出現有利的變化，則減值虧損將會撥回。商譽的減值虧損則不會被撥回。

減值虧損的撥回不會超過假設該資產於過往年度並無確認減值虧損而釐定的賬面值。減值虧損的撥回將於確認撥回的年度內計入損益內。






(iv) Interim financial reporting and impairment

Under the Rules Governing the Listing of Securities on the Stock Exchange

of Hong Kong Limited, the Group is required to prepare an interim financial

report in compliance with IAS 34, Interim financial reporting, in respect of

the first six months of the financial year. At the end of the interim period, the

Group applies the same impairment testing, recognition, and reversal criteria

as it would at the end of the financial year (see notes 2(k)(i) and (ii)).

Impairment losses recognised in an interim period in respect of goodwill

are not reversed in a subsequent period. This is the case even if no loss, or a

smaller loss, would have been recognised had the impairment been assessed

only at the end of the financial year to which the interim period relates.

(l) Property under development for sale

Properties under development for sale, representing leasehold land and

buildings located in the People’s Republic of China (the “PRC”) under

development for future sale in the ordinary course of business, are stated at

the lower of cost and net realisable value. Cost comprises the costs of land

use rights, construction costs, borrowing costs capitalised and other direct

development expenditure. Net realisable value represents the estimated

selling price in the ordinary course of business less estimated costs of

completion and the estimated costs necessary to make the sale. Properties

under development for sale are transferred to completed properties for sale

upon completion of development.


(k) 信貸虧損及資產減值（續）(iv) 中期財務報告及減值

根據香港聯合交易所有限公司證券上市規則，本集團須就財政年度的首六個月編製符合國際會計準則第34號「中期財務報告」規定的中期財務報告。本集團在中期期末採用了在財政年度終結時會採用的相同減值測試、確認及撥回準則（見附註2(k)(i)及(ii)）。

於中期期間確認有關商譽的減值虧損在往後期間不會撥回。縱然只於包括該中期期間的財政年度末作出的減值評估確認無虧損或較少虧損，於中期期間確認的減值虧損仍不會撥回。

(l) 開發中待售物業開發中待售物業指在日常業務過程中開發作日後銷售的位於中華人民共和國（「中國」）的租賃土地及樓宇，乃按成本及可變現淨值的較低者入賬。成本包括土地使用權成本、建築成本、資本化借貸成本及其他直接開發開支。可變現淨值指在日常業務過程中的估計售價減估計竣工成本及進行銷售所需的估計成本。開發中待售物業於開發完成時轉撥至已竣工待售物業。





(m) Completed properties for sale

Completed properties for sale are stated at the lower of cost and net realisable

value. Cost comprises the costs of land use rights, construction costs,

borrowing costs capitalised and other direct development expenditure. Net

realisable value represents the estimated selling price in the ordinary course of

business less the estimated costs necessary to make the sale.

When a completed property for sale is transferred to property, plant and

equipment as evidenced by commencement of owner-occupation, the carrying

amount of such property is the deemed costs at the date of transfer.

When a completed property for sale is transferred to investment property

when there is a change of intention to hold the property to earn rentals or/and

for capital appreciation rather than for sale in the ordinary course of business,

which is evidenced by the inception of an operating lease to another party.

Any difference between the fair value of the property at the date of transfer

and its previous carrying amount is recognised in profit or loss.

(n) Contract assets and contract liabilities

A contract asset is recognised when the Group recognises revenue (see

note 2(v)) before being unconditionally entitled to the consideration under

the payment terms set out in the contract. Contract assets are assessed for

expected credit losses (ECL) in accordance with the policy set out in note 2(k)

(i) and are reclassified to receivables when the right to the consideration has

become unconditional (see note 2(o)).

A contract liability is recognised when the customer pays non-refundable

consideration before the Group recognises the related revenue (see note

2(v)). A contract liability would also be recognised if the Group has an

unconditional right to receive non-refundable consideration before the Group

recognises the related revenue. In such cases, a corresponding receivable

would also be recognised (see note 2(o)).

For a single contract with the customer, either a net contract asset or a net

contract liability is presented. For multiple contracts, contract assets and

contract liabilities of unrelated contracts are not presented on a net basis.

When the contract includes a significant financing component, the contract

balance includes interest accrued under the effective interest method (see note

2(v)).


(m) 已竣工待售物業已竣工待售物業按成本及可變現淨值的較低者入賬。成本包括土地使用權成本、建築成本、資本化借貸成本及其他直接開發開支。可變現淨值指在日常業務過程中的估計售價減進行銷售所需的估計成本。

當已竣工待售物業轉撥至物業、廠房及設備（以擁有人開始佔用為證）時，該物業的賬面值為轉撥當日的確定成本。

當持有物業之意圖有變，改為賺取租金或╱及資本增值而非於日常業務過程中出售，則已竣工待售物業轉撥至投資物業，其以開始向另一方訂立經營租約為證。該物業於轉讓日期之公平值與其過往賬面值之任何差額於損益確認。

(n) 合約資產及合約負債在本集團有權無條件獲取合約所載付款條款代價前確認收益（見附註2(v)）時確認合約資產。合約資產按附註2(k)(i)所載政策就預期信貸虧損而獲評估，並在代價權利成為無條件後獲重新分類至應收款項（見附註2(o)）。

合約負債於客戶在本集團確認相關收益前支付代價時確認（見附註2(v)）。倘本集團於本集團確認相關收益前擁有無條件收取不可退還代價之權利，則確認合約負債。在此等情況下，亦將確認相應的應收賬款（見附註2(o)）。

就與客戶的單份合約而言，呈列為合約資產淨值或合約負債淨額。就多份合約而言，不相關合約的合約資產及合約負債不會按淨額基準呈列。

倘合約包含重大融資部分時，合約餘額包括按實際利息法應計的利息（見附註2 (v)）。





(o) Trade and other receivables

A receivable is recognised when the Group has an unconditional right to

receive consideration. A right to receive consideration is unconditional if only

the passage of time is required before payment of that consideration is due.

If revenue has been recognised before the Group has an unconditional right

to receive consideration, the amount is presented as a contract asset (see note

2(n)).

Receivables are stated at amortised cost using the effective interest method

less allowance for credit losses (see note 2(k)(i)).

(p) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand

deposits with banks and other financial institutions, and short-term, highly

liquid investments that are readily convertible into known amounts of cash

and which are subject to an insignificant risk of changes in value, having

been within three months of maturity at acquisition. Bank overdrafts that

are repayable on demand and form an integral part of the Group’s cash

management are also included as a component of cash and cash equivalents

for the purpose of the consolidated cash flow statement. Cash and cash

equivalents are assessed for expected credit losses (ECL) in accordance with

the policy set out in note 2(k)(i).

(q) Trade and other payables

Trade and other payables are initially recognised at fair value. Except for

financial guarantee liabilities measured in accordance with note 2(k)(ii), trade

and other payables are subsequently stated at amortised cost unless the effect

of discounting would be immaterial, in which case they are stated at cost.

(r) Interest-bearing borrowings

Interest-bearing borrowings are measured initially at fair value less transaction

costs. Subsequent to initial recognition, interest-bearing borrowings are

stated at amortised cost using the effective interest method. Interest expense

is recognised in accordance with the Group’s accounting policy for borrowing

costs (see note 2(x)).


(o) 貿易及其他應收款項應收款項於本集團有無條件權利收取代價時予以確認。倘代價僅隨時間推移即會成為到期應付，則收取代價的權利為無條件。倘收入於本集團有無條件權利收取代價前已確認，則數額按合約資產呈列（見附註2(n)）。

應收款項以實際利息法減信貸虧損撥備按攤銷成本列賬（見附註2(k)(i)）。

(p) 現金及現金等價物現金及現金等價物包括銀行及手頭現金、存放於銀行及其他金融機構的活期存款，以及流動性極高的短期投資，而這些投資可即時轉換為已知數額的現金並無需承受重大的價值變動風險，及在購入後三個月內到期。為了編製綜合現金流量表，本集團按要求償還並且構成本集團現金管理的一部分的銀行透支亦列為現金及現金等價物。現金及現金等價物根據附註2(k)(i)所載之政策評估預期信貸虧損。

(q) 貿易及其他應付款項貿易及其他應付款項初步按公平值確認。除根據附註2(k)(ii)計量的金融擔保負債外，貿易及其他應付款項其後則按攤銷成本列賬，如貼現影響並不重大，則按成本列賬。

(r) 計息借款計息借款最初按公平值減交易成本計量。初步確認後則以實際利息法按攤銷成本列賬。利息開支根據本集團借款成本的會計政策確認（見附註2(x)）。





(s) Employee benefits

(i) Short-term employee benefits and contributions to defined

contribution retirement plans

Salaries, annual bonuses, paid annual leave, contributions to defined

contribution retirement plans and the cost of non-monetary benefits are

accrued in the year in which the associated services are rendered by employees.

Where payment or settlement is deferred and the effect would be material,

these amounts are stated at their present values.

The Group operates a Mandatory Provident Fund Scheme (“MPF Scheme”)

for all qualifying employees in Hong Kong under the Mandatory Provident

Fund Scheme Ordinance. The assets of the schemes are held separately

from those of the Group, in funds under the control of trustees. The Group

contributes 5% of relevant payroll costs to the scheme, which contributions is

matched by employees.

The employees of the PRC subsidiaries are members of the state-managed

retirement benefits scheme operated by the PRC government (the “PRC

Scheme”). The PRC subsidiaries are required to contribute specified rate of

the employees’ salaries to the retirement benefits scheme to fund the benefits.

The only obligation of the Group with respect to the retirement benefits

scheme is to make the required contributions under the scheme.


(s) 僱員福利(i) 短期僱員福利及界定供款退休計劃的供款

薪酬、年度花紅、有薪年假、界定供款退休計劃的供款及非貨幣利益的成本，將於僱員提供相關服務的年度內計提。倘付款或結算出現遞延並造成重大影響，則有關數額將按現值列賬。

本集團根據強制性公積金計劃條例為香港所有合資格僱員設立一項強制性公積金計劃（「強積金計劃」）。計劃的資產與本集團的資產分開持有，並存放於受託人控制的基金。本集團按僱員薪金成本的5%向該計劃供款，供款與僱員一致。

中國附屬公司的僱員為中國政府管理的國家管理退休福利計劃（「中國計劃」）成員。中國附屬公司須按僱員工資的特定比率向該退休福利計劃供款，以撥付該項福利所需的款項。本集團就該退休福利計劃的唯一責任為根據該計劃作出所需供款。





(s) Employee benefits (Continued)

(ii) Share-based payments

The fair value of share options granted to employees is recognised as an

employee cost with a corresponding increase in a capital reserve within

equity. The fair value is measured at grant date using the binomial lattice

model, taking into account the terms and conditions upon which the options

were granted. Where the employees have to meet vesting conditions before

becoming unconditionally entitled to the options, the total estimated fair

value of the options is spread over the vesting period, taking into account the

probability that the options will vest.

During the vesting period, the number of share options that is expected

to vest is reviewed. Any resulting adjustment to the cumulative fair value

recognised in prior years is charged/credited to the profit or loss for the year

of the review, unless the original employee expenses qualify for recognition

as an asset, with a corresponding adjustment to the capital reserve. On

vesting date, the amount recognised as an expense is adjusted to reflect the

actual number of options that vest (with a corresponding adjustment to the

capital reserve) except where forfeiture is only due to not achieving vesting

conditions that relate to the market price of the Company’s shares. The equity

amount is recognised in the capital reserve until either the option is exercised

(when it is included in the amount recognised in share capital for the shares

issued) or the option expires (when it is released directly to retained profits).


(s) 僱員福利（續）(ii) 以股份為基礎的付款

授予僱員的購股權按公平值確認為僱員成本，而權益中的資本儲備亦會相應增加。公平值乃於授予日以二項式點陣模型計量，並會考慮到期權授予條款和條件。如果僱員須符合歸屬條件才能無條件地享有期權的權利，在考慮到期權歸屬的可能性後，估計授予期權的公平值便會在整個歸屬期內分攤。

本公司會在歸屬期內審閱預期歸屬的購股權數目。已於以往年度確認的累計公平值因此所作的任何調整會在審閱當年在損益中扣除╱計入並對資本儲備作出相應調整，除非原來的僱員開支符合資格確認為資產，則當別論。已確認為支出的數額會在歸屬日作出調整，以反映所歸屬期權的實際數目（同時對資本儲備作出相應的調整）；但只會在無法符合與本公司股份市價相關的歸屬條件時才會放棄購股權。權益數額在資本儲備中確認，直至期權獲行使（計入於已發行股份的股本中確認的金額）或期權到期（直接轉入保留溢利）時為止。





(t) Income tax

Income tax for the year comprises current tax and movements in deferred tax

assets and liabilities. Current tax and movements in deferred tax assets and

liabilities are recognised in profit or loss except to the extent that they relate

to items recognised in other comprehensive income or directly in equity, in

which case the relevant amounts of tax are recognised in other comprehensive

income or directly in equity, respectively.

Current tax is the expected tax payable on the taxable income for the year,

using tax rates enacted or substantively enacted at the end of the reporting

period, and any adjustment to tax payable in respect of previous years.

Deferred tax assets and liabilities arise from deductible and taxable temporary

differences respectively, being the differences between the carrying amounts

of assets and liabilities for financial reporting purposes and their tax bases.

Deferred tax assets also arise from unused tax losses and unused tax credits.

Apart from certain limited exceptions, all deferred tax liabilities, and all

deferred tax assets to the extent that it is probable that future taxable profits

will be available against which the asset can be utilised, are recognised.

Future taxable profits that may support the recognition of deferred tax assets

arising from deductible temporary differences include those that will arise

from the reversal of existing taxable temporary differences, provided those

differences relate to the same taxation authority and the same taxable entity,

and are expected to reverse either in the same period as the expected reversal

of the deductible temporary difference or in periods into which a tax loss

arising from the deferred tax asset can be carried back or forward. The same

criteria are adopted when determining whether existing taxable temporary

differences support the recognition of deferred tax assets arising from unused

tax losses and credits, that is, those differences are taken into account if they

relate to the same taxation authority and the same taxable entity, and are

expected to reverse in a period, or periods, in which the tax loss or credit can

be utilised.


(t) 所得稅年內所得稅包括即期稅項和遞延稅項資產及負債的變動。即期稅項和遞延稅項資產及負債的變動於損益中確認，但倘與在其他全面收益或直接在權益賬中確認的項目有關，則有關的稅項分別於其他全面收益或直接於權益中確認。

即期稅項是根據年內應課稅收入，按報告期末已實施或實質實施的稅率計算的預期應付稅項，及就以往年度的應付稅項作出的任何調整。

遞延稅項資產及負債乃分別源自資產及負債作財務報告的賬面值及其稅項基礎值所產生的可扣稅和應課稅的暫時性差異。遞延稅項資產亦會來自尚未使用的稅務虧損及尚未使用的稅務抵免。

除若干有限例外情況外，所有遞延稅項負債及所有遞延稅項資產均於日後可能有應課稅盈利用以抵銷可動用資產時確認。可支持確認源自可扣稅暫時性差異的遞延稅項資產的未來應課稅利潤包括因撥回現有應課稅暫時性差異時所產生者，惟這些差異必須與同一稅務機關及同一稅務實體有關，並預期會在預期撥回可扣稅暫時性差異的同一期間或產生自遞延稅項資產的稅務虧損可向後期或前期結轉的期間撥回。在釐定現有應課稅暫時性差異是否支援確認未使用的稅務虧損及抵免所產生的遞延稅項資產時，會採用上述同一標準，即倘該等暫時性差異與同一稅務機關及同一稅務實體有關，並預期會在可使用上述稅務虧損或抵免的期間內撥回，則考慮該等差異。






The limited exceptions to recognition of deferred tax assets and liabilities

are those temporary differences arising from goodwill not deductible

for tax purposes, the initial recognition of assets or liabilities that affect

neither accounting nor taxable profit (provided they are not part of a

business combination), and temporary differences relating to investments in

subsidiaries to the extent that, in the case of taxable differences, the Group

controls the timing of the reversal and it is probable that the differences will

not reverse in the foreseeable future, or in the case of deductible differences,

unless it is probable that they will reverse in the future.

Where investment properties are carried at their fair value in accordance

with the accounting policy set out in note 2(h), the amount of deferred

tax recognised is measured using the tax rates that would apply on sale of

those assets at their carrying value at the reporting date unless the property

is depreciable and is held within a business model whose objective is to

consume substantially all of the economic benefits embodied in the property

over time, rather than through sale. In all other cases, the amount of deferred

tax recognised is measured based on the expected manner of realisation or

settlement of the carrying amount of the assets and liabilities, using tax rates

enacted or substantively enacted at the end of the reporting period. Deferred

tax assets and liabilities are not discounted.

The carrying amount of a deferred tax asset is reviewed at the end of each

reporting period and is reduced to the extent that it is no longer probable

that sufficient taxable profits will be available to allow the related tax benefit

to be utilised. Any such reduction is reversed to the extent that it becomes

probable that sufficient taxable profits will be available.

Additional income taxes that arise from the distribution of dividends are

recognised when the liability to pay the related dividends is recognised.


(t) 所得稅（續）有關確認遞延稅項資產及負債的有限例外情況，是指由不可作扣稅用途的商譽所產生的暫時性差異，對不會影響會計或應課稅盈利的資產或負債所作的初步確認（但有關的資產或負債必需不屬於業務合併的一部分），以及有關投資附屬公司所產生的暫時差異，而就此而言（如屬應課稅差異），僅指本集團能控制撥回的時間的情況，且該差異有可能不會於可見未來撥回，或（如屬可扣減差異）除非有可能於未來撥回。

倘投資物業之公平值按附註2(h)所載會計政策計量，其遞延稅項金額則按用於報告日期之資產出售之賬面值之稅率確認，除非該物業可予折舊，並按目的是隨時間消耗該物業所包含之絕大部分經濟利益，而非通過出售消耗之商業模式持有。在所有其他情況下，已確認遞延稅項金額按預期變現或清償資產及負債賬面值之方式，以於報告期末已實施或實質上已實施之稅率計算。遞延稅項資產及負債不予貼現。

遞延稅項資產的賬面值於各報告期末進行審閱，並在不大可能有充足應課稅利潤可允許動用相關稅項利益時予以扣減。任何此類扣減在可能有充足應課稅利潤時予以轉回。

分派股息產生的額外所得稅於確認支付相關股息的責任時確認。






Current tax balances and deferred tax balances, and movements therein, are

presented separately from each other and are not offset. Current tax assets are

offset against current tax liabilities, and deferred tax assets against deferred

tax liabilities, if the Company or the Group has the legally enforceable right

to set off current tax assets against current tax liabilities and the following

additional conditions are met:

– in the case of current tax assets and liabilities, the Company or the

Group intends either to settle on a net basis, or to realise the asset and

settle the liability simultaneously; or

– in the case of deferred tax assets and liabilities, if they relate to income

taxes levied by the same taxation authority on either:

– the same taxable entity; or

– different taxable entities, which, in each future period in which

significant amounts of deferred tax liabilities or assets are

expected to be settled or recovered, intend to realise the current

tax assets and settle the current tax liabilities on a net basis or

realise and settle simultaneously.

(u) Provisions and contingent liabilities

Provisions are recognised when the Group has a legal or constructive

obligation arising as a result of a past event, it is probable that an outflow

of economic benefits will be required to settle the obligation and a reliable

estimate can be made. Where the time value of money is material, provisions

are stated at the present value of the expenditure expected to settle the

obligation.

Where it is not probable that an outflow of economic benefits will be

required, or the amount cannot be estimated reliably, the obligation is

disclosed as a contingent liability, unless the probability of outflow of

economic benefits is remote. Possible obligations, whose existence will only

be confirmed by the occurrence or non-occurrence of one or more future

events are also disclosed as contingent liabilities unless the probability of

outflow of economic benefits is remote.


(t) 所得稅（續）即期稅項餘額及遞延稅項餘額以及當中變動均相互分開呈列，並不予以抵銷。倘本公司或本集團具有即期稅項資產與即期稅項負債相互抵銷的法定強制執行權並符合下列額外條件，即期稅項資產可抵銷即期稅項負債，而遞延稅項資產可抵銷遞延稅項負債：

－就即期稅項資產及負債而言，本公司或本集團擬按淨額基準結算或變現資產並同時結清負債；或

－就遞延稅項資產及負債而言，倘其涉及同一稅務機關在以下兩者中徵收的所得稅：

－同一稅務實體；或

－不同稅務實體，該實體於各未來期間內預計將清償或收回大額遞延稅項負債或資產、擬變現即期稅項資產及按淨額基準結算即期稅項負債或變現並同時結清負債。

(u) 撥備及或然負債本集團若因過往事件而有法定或推定責任，並可能須流出經濟利益以履行有關責任，而且能可靠估計有關金額，則會確認撥備。倘貨幣時間價值屬重大，則撥備按預計用於履行有關責任的開支現值列賬。

倘須流出經濟利益或無法可靠估計有關金額，則有關責任披露為或有負債，除非流出經濟利益的可能性極微。僅當出現或未出現一項或多項未來事件時確認存在潛在責任，該潛在責任亦披露為或有負債，除非流出經濟利益的可能性極微。





(v) Revenue and other income

Income is classified by the Group as revenue when it arises from the sale of

goods, the provision of services or the use by others of the Group’s assets

under leases in the ordinary course of the Group’s business.

Revenue is recognised when control over a product or service is transferred

to the customer, or the lessee has the right to use the asset, at the amount

of promised consideration to which the Group is expected to be entitled,

excluding those amounts collected on behalf of third parties. Revenue

excludes value added tax or other sales taxes and is after deduction of any

trade discounts.

Further details of the Group’s revenue and other income recognition policies

are as follows:

(i) Sale of properties

Revenue arising from the sale of properties developed for sale in the ordinary

course of business is recognised when the customer obtain the control of

the completed property, which is the point in time when the customer has

the ability to direct the use of the property and obtain substantially all of

the remaining benefits of the property, and the Group has present right

to payment and the collection of the consideration is probable. Deposits

and instalments received on properties sold prior to the date of revenue

recognition are included in the consolidated statement of financial position

under contract liabilities (see note 2(n)).

In determining the transaction price, the Group adjusts the promised amount

of consideration for the effects of the time value of money if the timing of

payments agreed (either explicitly or implicitly) provides the customer or the

Group with a significant benefit of financing the transfer of goods or services

to the customer. In those circumstances, the contract contains a significant

financing component. A significant financing component may exist regardless

of whether the promise of financing is explicitly stated in the contract or

implied by the payment terms agreed by the parties to the contract. For

contracts where the period between payment and transfer of the associated

goods or services is less than one year, the Group applies the practical

expedient of not adjusting the transaction price for any significant financing

component.


(v) 收益及其他收入當本集團於銷售貨品、提供服務或於本集團日常業務過程中由其他人使用本集團租賃資產產生收益時，本集團將收入分類為收益。

當產品或服務的控制權轉移至客戶或承租人有權使用資產時，按本集團預期將有權收取的承諾代價金額確認收益，不包括代表第三方收取的款項。收益不包括增值稅或其他銷售稅，乃經扣除任何貿易折扣。

本集團收益及其他收入確認政策的進一步詳情如下：

(i) 銷售物業於日常業務過程中銷售已開發待售物業所得收益於客戶獲得已竣工物業控制權時確認，客戶有能力指示物業用途及獲得物業餘下絕大多數利益時即為獲得控制權，而本集團現有付款權利，亦有可能收回代價。於確認收益日期前收取售出物業的按金及分期款項計入綜合財務狀況表內合約負債（見附註2(n)）。

於釐定交易價格時，倘協定之付款時間（不論以暗示或明示方式）為客戶或本集團帶來向客戶轉讓貨品或服務之重大融資利益，則本集團就資金時間值之影響而調整已承諾之代價金額。於該等情況下，合約即包含重大融資部分。不論融資承諾是否明確列於合約或隱含於訂約方協定之付款條款中，合約中亦可能存在重大融資部分。就付款與轉讓相關貨品或服務相隔期間不足一年之合約而言，本集團應用可行權宜方法，不就任何重大融資部分調整交易價格。






(i) Sale of properties (Continued)

For advance payments received from customers before the transfer of the

associated goods or services in which the Group adjusts for the promised

amount of consideration for a significant financing component, the Group

applies a discount rate that would be reflected in a separate financing

transaction between the Group and the customer at contract inception. The

relevant interest expenses during the period between the advance payments

were received and the transfer of the associated goods and services are

accounted for on the same basis as other borrowing costs(see note 2(x)).

(ii) Hotel service income

Revenue from hotel accommodation and other ancillary service is recognised

when relevant services are provided.

(iii) Rental income from operating leases

Rental income receivable under operating leases is recognised in profit or

loss in equal instalments over the periods covered by the lease term, except

where an alternative basis is more representative of the pattern of benefits

to be derived from the use of the leased asset. Lease incentives granted are

recognised in profit or loss as an integral part of the aggregate net lease

payments receivable. Variable lease payments that do not depend on an index

or a rate are recognised as income in the accounting period in which they are

earned.

(iv) Dividends

– Dividend income from unlisted investments is recognised when the

shareholder’s right to receive payment is established.

– Dividend income from listed investments is recognised when the share

price of the investment goes ex-dividend.

(v) Interest income

Interest income is recognised as it accrues under the effective interest method

using the rate that exactly discounts estimated future cash receipts through

the expected life of the financial asset to the gross carrying amount of the

financial asset. For financial assets measured at amortised cost or FVOCI

(recycling) that are not credit-impaired, the effective interest rate is applied

to the gross carrying amount of the asset. For credit-impaired financial assets,

the effective interest rate is applied to the amortised cost (i.e. gross carrying

amount net of loss allowance) of the asset (see note 2(k)(i)).


(v) 收益及其他收入（續）(i) 銷售物業（續）

就本集團轉讓貨品或服務前已向客戶收取之預付款項，本集團已就重大融資成份而調整已承諾之代價金額，並應用本集團與客戶之間於合約開始之獨立融資交易中反映之折現率。於收取預付款項與轉讓相關貨品及服務相隔期間之相關利息開支按相同基準入賬列作其他借貸成本（見附註2(x)）。

(ii) 酒店服務收入酒店住宿及其他配套服務所得收益於提供相關服務時確認。

(iii) 經營租賃的租金收入經營租賃項下應收租金收入乃於租期按等額分期於損益確認，惟倘有更能代表使用租賃資產帶來的收入模式的其他基準除外。已授出的租賃獎勵乃於損益確認為應收淨租賃付款總額的一部分。無需視乎指數或利率的可變租賃付款於產生的會計期間確認為收入。

(iv) 股息－非上市投資的股息收入在股東收取

付款的權利獲確立時確認。

－上市投資的股息收入於投資項目的股價除息時確認。

(v) 利息收入利息收入乃利用實際利息法透過將金融工具於預期年期的估計未來現金收入折現為金融資產賬面淨值的利率按應計基準予以確認。就按攤銷成本計量或按公平值計入其他全面收入（可劃轉）且並無出現信貸減值的金融資產而言，實際利率適用於資產的總賬面值。就出現信貸減值的金融資產而言，實際利率適用於資產的攤銷成本（即扣除虧損撥備的總賬面值）（見附註2(k)(i)）。






(vi) Government grants

Government grants are recognised in the statement of financial position

initially when there is reasonable assurance that they will be received and

that the Group will comply with the conditions attaching to them. Grants

that compensate the Group for expenses incurred are recognised as income in

profit or loss on a systematic basis in the same periods in which the expenses

are incurred. Grants that compensate the Group for the cost of an asset are

recognised as deferred income and subsequently recognised in profit or loss

over the useful life of the asset.

(w) Translation of foreign currencies

Foreign currency transactions during the year are translated at the foreign

exchange rates ruling at the transaction dates. Monetary assets and liabilities

denominated in foreign currencies are translated at the foreign exchange

rates ruling at the end of the reporting period. Exchange gains and losses

are recognised in profit or loss, except those arising from foreign currency

borrowings used to hedge a net investment in a foreign operation which are

recognised in other comprehensive income.

Non-monetary assets and liabilities that are measured in terms of historical

cost in a foreign currency are translated using the foreign exchange rates

ruling at the transaction dates. The transaction date is the date on which the

Company initially recognises such non-monetary assets or liabilities. Non-

monetary assets and liabilities denominated in foreign currencies that are

stated at fair value are translated using the foreign exchange rates ruling at

the dates the fair value was measured.

The results of foreign operations are translated into Renminbi (“RMB”) at the

exchange rates approximating the foreign exchange rates ruling at the dates

of the transactions. Statement of financial position items, including goodwill

arising on consolidation of foreign operations are translated into RMB at

the closing foreign exchange rates at the end of the reporting period. The

resulting exchange differences are recognised in other comprehensive income

and accumulated separately in equity in the exchange reserve.

On disposal of a foreign operation, the cumulative amount of the exchange

differences relating to that foreign operation is reclassified from equity to

profit or loss when the profit or loss on disposal is recognised.


(v) 收益及其他收入（續）(vi) 政府補助

倘可合理確保能夠收取政府補助，而本集團將遵守當中所附帶條件，則政府補助將初步於綜合財務狀況表內確認。補償本集團所產生開支的補貼會於產生開支的同一期間，有系統地於損益內確認為收入。補償本集團資產成本的補貼初步確認為遞延收入，並隨後根據資產的可使用年期於損益確認。

(w) 外幣換算年內外幣交易按交易日期的外匯匯率換算。以外幣計值的貨幣資產及負債按報告期末的匯率換算。外匯收益及虧損於損益內確認，惟因用作對沖海外業務投資淨額之外幣借貸而產生者則於其他全面收益中確認。

按歷史成本計量並以外幣計值的非貨幣資產及負債按交易日期的外匯匯率換算。交易日期為本公司初始確認該非貨幣資產或負債之日。按公平值列賬以外幣計值的非貨幣資產及負債使用公平值計量當日的通行外匯匯率換算。

海外業務經營業績按與交易日期的外匯匯率相若的匯率換算為人民幣（「人民幣」）。財務狀況表項目（包括合併海外業務產生的商譽）按報告期末的收市匯率換算為人民幣。產生的外匯差額於其他全面收益內確認並於外匯儲備內的權益內單獨累計。

於出售海外業務時，於有關海外業務的匯兌差額之累計金額於確認出售損益時自權益重新分類為損益。





(x) Borrowing costs

Borrowing costs that are directly attributable to the acquisition, construction

or production of an asset which necessarily takes a substantial period of time

to get ready for its intended use or sale are capitalised as part of the cost of

that asset. Other borrowing costs are expensed in the period in which they are

incurred.

The capitalisation of borrowing costs as part of the cost of a qualifying asset

commences when expenditure for the asset is being incurred, borrowing costs

are being incurred and activities that are necessary to prepare the asset for

its intended use or sale are in progress. Capitalisation of borrowing costs is

suspended or ceases when substantially all the activities necessary to prepare

the qualifying asset for its intended use or sale are interrupted or complete.

(y) Related parties

(a) A person, or a close member of that person’s family, is related to the

Group if that person:

(i) has control or joint control over the Group;

(ii) has significant influence over the Group; or

(iii) is a member of the key management personnel of the Group or



(x) 借款成本因收購、建造或生產資產（即須耗用一段頗長時間方可作擬定用途或銷售之資產）而直接應佔之借款成本均撥作該等資產之部分成本。其他借款成本均在彼等產生期間列作開支。

作為合資格資產成本的一部分的借款成本，須在有關資產產生開支及借款成本時，及使有關資產達至其擬定用途或可供出售所需的活動進行期間開始資本化。為使合資格資產達至其擬定用途或出售所需的絕大部分活動中斷或完成後，借款成本會暫停或停止資本化。

(y) 關聯方(a) 倘適用於下列情況，則該名人士或

該名人士的近親家屬成員與本集團有關聯：

(i) 對本集團有控制權或共同控制權；

(ii) 對本集團有重大影響力；或

(iii) 為本集團或本集團母公司主要管理人員之成員。





(y) Related parties (Continued)

(b) An entity is related to the Group if any of the following conditions

applies:

(i) The entity and the Group are members of the same group (which

means that each parent, subsidiary and fellow subsidiary is

related to the others).

(ii) One entity is an associate or joint venture of the other entity (or

an associate or joint venture of a member of a group of which

the other entity is a member).

(iii) Both entities are joint ventures of the same third party.

(iv) One entity is a joint venture of a third entity and the other

entity is an associate of the third entity.

(v) The entity is a post-employment benefit plan for the benefit

of employees of either the Group or an entity related to the

Group.

(vi) The entity is controlled or jointly controlled by a person

identified in (a).

(vii) A person identified in (a)(i) has significant influence over the

entity or is a member of the key management personnel of the

entity (or of a parent of the entity).

(viii) The entity, or any member of a group of which it is a part,

provides key management personnel services to the Group or to


Close members of the family of a person are those family members who

may be expected to influence, or be influenced by, that person in their

dealings with the entity.


(y) 關聯方（續）(b) 倘適用於下列情況，則該實體與本

集團有關聯：

(i) 該實體及本集團屬同一集團的成員公司（即母公司、附屬公司及同系附屬公司互相關聯）。

(ii) 一個實體為另一實體的聯營公司或合營公司（或為某一集團成員公司的聯營公司或合營企業，而該另一實體為成員公司）。

(iii) 兩個實體均為同一第三方的合營企業。

(iv) 一個實體為第三方實體的合營企業，而另一實體為第三方實體的聯營公司。

(v) 該實體為就本集團或與本集團有關聯實體的僱員福利而設的離職後僱員福利計劃。

(vi) 該實體受第 (a)項所識別的人士所控制或共同控制。

(vii) 第 (a)(i)項所識別的人士對該實體有重大影響力，或為該實體（或該實體之母公司）的主要管理人員成員。

(viii) 向本集團或本集團母公司提供主要管理人員服務的實體或其所屬集團旗下任何成員公司。

某一人士的親近家屬成員指預期可影響該人士與實體進行買賣或於買賣時受該人士影響的有關家屬成員。





(z) Segment reporting

Operating segments, and the amounts of each segment item reported in the

financial statements, are identified from the financial information provided

regularly to the Group’s most senior executive management for the purposes

of allocating resources to, and assessing the performance of, the Group’s

various lines of business and geographical locations.

Individually material operating segments are not aggregated for financial

reporting purposes unless the segments have similar economic characteristics

and are similar in respect of the nature of products and services, the nature

of production processes, the type or class of customers, the methods used

to distribute the products or provide the services, and the nature of the

regulatory environment. Operating segments which are not individually

material may be aggregated if they share a majority of these criteria.

3 ACCOUNTING JUDGEMENT AND ESTIMATES

(a) Critical accounting judgements in applying the Group’s accounting policies

In the process of applying the Group’s accounting policies, management has

made the consolidated accounting judgement:

(i) entity that it has control of another;

(ii) that it has joint control of an arrangement or significant influence over

another entity.

Further details for above accounting judgements are mentioned in Notes 15,

16 and 17 to the consolidated financial statement.

(b) Sources of estimation uncertainty

The followings are the key assumptions concerning the future, and other key

source of estimation uncertainties at the end of the reporting period, that have

a significant risk of causing a material adjustment to the carrying amounts of

assets and liabilities within the next financial year.


(z) 分部報告經營分部及財務報表中呈報的各分部項目金額均源自定期向本集團大部分高級行政管理層提供的財務資料，以對本集團各業務部門及各地區之間進行資源分配及表現評估。

個別重大經營分部並未就財務申報用途而進行匯總，除非該等分部具有類似經濟特性，且在產品及服務性質、生產流程性質、客戶的類型或類別、分配產品或提供服務所用的方式及監管環境的性質方面均類似。個別屬不重大的經營分部如符合大部分標準，則或會進行匯總。

3 會計判斷及估計

(a) 應用本集團會計政策時的重大會計判斷於應用本集團會計政策過程中，管理層已作出以下綜合會計判斷：

(i) 對另一方擁有控制權的實體；

(ii) 對某一安排擁有共同控制權或對另一實體產生重大影響力。

有關上述會計判斷的進一步詳情載於綜合財務報表附註15、16及17。

(b) 估計不確定性的主要來源以下為於報告期末很有可能導致下個財政年度資產及負債的賬面值須作重大調整的重大風險且與未來有關的主要假設及估計不確定性的其他主要來源。






(i) Fair value of investment properties

At the end of the reporting period, investment properties are stated at fair

value based on the valuation performed by the independent professional

valuer. In determining the fair value, the valuer have based on a method of

valuation which involves certain estimates. In relying on the valuation report,

the management has exercised their judgement and is satisfied that the

assumptions used in valuation have reflected the current market conditions.

Changes to these assumptions would result in changes in the fair value of the

investment properties of the Group and the corresponding adjustments to the

amount of fair value gain and loss reported in profit or loss.

(ii) Land appreciation tax (“LAT”)


appreciation of land value, being the proceeds of sales of properties less

deductible expenditures including sales charges, borrowing costs and all

property development expenditures.

The Group is subject to LAT in the PRC. The details of implementation have

been announced by the local tax bureau in certain major cities, however, the

Group has not finalised its LAT calculation and payments with the local tax

bureau in those cities in the PRC. Accordingly, significant judgments are

required in determining the amount of land appreciation and its related taxes.

The Group has recognised these liabilities based on the management’s best

estimates according to the understanding of the tax rules. Where the final

tax outcome of these matters is different from the amounts that were initially

recorded, such differences will impact the income tax expenses in the period

in which such determination will be made.

(iii) Net realisable value of properties under development for sale and

completed properties for sale

Properties under development for sale and completed properties for sale are

stated at the lower of the cost and net realisable value. The net realisable

value of properties under development for sale is determined by reference

to the estimated selling prices less estimated selling expenses and estimated

cost of completion, which are estimated based on the Directors’ best available

information and the prevailing market conditions.


(b) 估計不確定性的主要來源（續）(i) 投資物業公平值

於報告期末，投資物業乃根據獨立專業估值師所作之估值按公平值列賬。於釐定公平值時，估值師乃基於涉及若干估計之估值方法。在依賴估值報告時，管理層已作出判斷，並信納估值所用之假設已反映現時市況。該等假設之變動將導致本集團投資物業的公平值變動及對公平值收益及虧損金額的相應調整於損益呈列。

(ii) 土地增值稅（「土地增值稅」）土地增值稅乃按介乎土地增值額30%至60%的累進稅率徵收，增值額為出售物業所得款項減可抵扣開支（包括銷售支出、借貸成本及所有房地產開發開支）。

本集團須支付中華人民共和國土地增值稅。若干主要城市之地方稅務局已公佈實施詳情，然而，本集團尚未與中國該等城市之地方稅務局落實其土地增值稅的計算及付款。因此，本集團須作出重大判斷以釐定土地增值額及其相關稅項。本集團根據管理層按其對稅務規則的理解作出的最佳估計確認該等負債。倘該等事項之最終稅務結果有別於最初錄得之金額，則該等差額將影響稅務釐定期內之所得稅撥備。

(iii) 開發中待售物業及已竣工待售物業之可變現淨值開發中待售物業及已竣工待售物業乃按成本與可變現淨值兩者中的較低者列賬。開發中待售物業的可變現淨值乃參照估計售價減估計銷售開支及估計竣工成本（均根據董事可獲得的最佳資料及當前市況作出估計）釐定。






(iii) Net realisable value of properties under development for sale and

completed properties for sale (Continued)

Where there is any decrease in the estimated selling price arising from any

changes to the property market conditions, properties under development

for sale and completed properties for sale may be written down. There is no

write-down of properties under development for sale or completed properties

for sale during both years.

(iv) Fair value measurement of financial instruments

Certain of the Group’s financial assets and unquoted equity instruments

are measured at fair values with fair values being determined based on

unobserved inputs using valuation techniques. Judgement and estimation are

required in establishing the relevant valuation techniques and the relevant

inputs thereof. Changes in assumptions relating to these factors could affect

the reported fair values of these instruments. Further details of disclosure of

the fair value measurement are set out in note 34(e).

(v) Impairment of financial assets

The Group reviews its financial assets to assess impairment on a regular basis.

The methodologies and assumptions used for estimating the impairment are

reviewed regularly to reduce any differences between loss estimates and actual

loss experience.

Since the adoption of IFRS 9 on 1 January 2018, management estimates

the amount of loss allowance for ECL on cash and bank balances, trade and

other receivables, investments in debt instruments and amount due from

associates and joint ventures based on the credit risk of the financial assets.

The estimation of the credit risk of the financial assets involves high degree

of estimation and uncertainty. When the actual future cash flows are less than

expected or more than expected, a material impairment loss or a material

reversal of impairment loss may arise, accordingly.

(vi) ECL on financial guarantee

The management estimates the expected credit losses for the financial

guarantee issued. Should the actual outcome differ with the estimation, a

material loss may arise.


(b) 估計不確定性的主要來源（續）(iii) 開發中待售物業及已竣工待售物業之可變

現淨值（續）倘估計售價因物業市況的任何變動而出現任何下跌，則開發中待售物業及已竣工待售物業或會予以撇減。於該兩個年度，並無撇減開發中待售物業或已竣工待售物業。

(iv) 金融工具之公平值計量本集團之若干金融資產、未報價股本投資按公平值計量，有關公平值根據非觀察所得輸入數據使用估值技巧計量。於確立相關估值技巧及其相關輸入數據需要作出判斷及估計。與該等因素有關假設的變動可能影響該等工具呈報之公平值。有關公平值計量披露之進一步詳情載於附註34(e)。

(v) 金融資產減值本集團審閱其金融資產以定期評估減值。估計減值所用的方法及假設乃定期評估，以減少損失估計與實際損失經驗之間的任何差異。

自二零一八年一月一日採納國際財務報告準則第9號起，管理層根據金融資產的信貸風險估計現金及銀行結餘、貿易及其他應收款項、債務工具投資、應收聯營公司及合營企業款項的預期信貸虧損之虧損撥備金額。金融資產的信貸風險估計涉及高度估計及不確定性。倘實際未來現金流量低於預期或高於預期，因此可能會出現重大減值虧損或減值虧損重大撥回。

(vi) 財務擔保的預期信貸虧損管理層對已發出財務擔保的預期信貸虧損作出估計。倘實際結果有別於估計，則會產生重大虧損。




4 REVENUE AND SEGMENT REPORTING

(a) Revenue

The principal activities of the Group are property development, property

leasing and hotel operation. In a manner consistent with the way in which

information is reported internally to the Group’s most senior executive

management for the purposes of resource allocation and performance

assessment, the Group has identified three operating and reportable segments.

Further details regarding the Group’s principal activities are disclosed in note

4(b).

(i) Disaggregation of revenue

Disaggregation of revenue from contracts with customers by business lines

and geographical location of customers is as follows:



房地產開發 Property development 1,328,197 1,188,443



收益總額 Total revenue 1,605,448 1,446,354

按客戶地理位置分拆 Disaggregated by geographical location

of customers


香港 Hong Kong 19,044 28,753

1,605,448 1,446,354


revenue recognition is disclosed in notes 4(b)(i).

No single customer of the Group contributed 10% or more to the Group’s

revenue for both years.

4 收益及分部報告

(a) 收益本集團之主要業務為從事房地產開發、物業租賃以及酒店營運。按照就資源分配及表現評估向本集團最高行政管理層呈報資料的相同方式，本集團已識別三個經營及可呈報分部。有關本集團主要業務活動的進一步詳情於附註4(b)披露。

(i) 收益分拆按業務類別及客戶地理位置劃分的客戶合約收益分拆如下：

按確認收益時間分拆之客戶合約收益於附註4(b)(i)披露。

本集團並無單一客戶貢獻本集團兩個年度10%或以上之收益。





(a) Revenue (Continued)

(ii) Transaction price allocated to the remaining performance obligation

for contracts with customers

The transaction price allocated to the remaining performance obligations

(unsatisfied) as at 31 December 2019 and the expected timing of recognising

revenue are as follows:

物業銷售Sales of

properties


一年內 Within one year 810,872

超過一年但未超過兩年 More than one year but not more than two years 249,998

1,060,870

(b) Segment reporting

The Group manages its businesses by three business lines. In a manner

consistent with the way in which information is reported internally to the

Group’s most senior executive management for the purposes of resource

allocation and performance assessment, the Group has presented the following

three reportable segments. No operating segments have been aggregated to

form the following reportable segments.

Property development – Development and sale of properties

Property leasing – Property leasing (including lease of self-

owned properties and sub-lease of rented

properties)

Hotel operation – Hotel operation


(a) 收益（續）(ii) 分配至客戶合約餘下履約責任之交易價格

於二零一九年十二月三十一日分配至餘下履約責任（未達成）之交易價格及預期確認收益之時間如下：

(b) 分部報告本集團通過三個業務類別管理其業務。就按照資源分配及表現評估向本集團最高行政管理層呈報資料的相同方式，本集團已呈列以下三個可呈報分部。概無合併計算經營分類以組成以下呈報分類。

房地產開發－開發及銷售房地產物業租賃－物業租賃（包括出租自

置物業及分租租賃物業）

酒店營運－酒店營運






(i) Segment results, assets and liabilities

For the purposes of assessing segment performance and allocating resources

between segments, the Group’s senior executive management monitors the

results attributable to each reportable segment on the following bases:

Revenue are allocated to the reportable segments with reference to sales

generated by those segments and the expenses incurred by those segments

or which otherwise arise from the depreciation or amortisation of assets

attributable to those segments. Segment revenue all generated from external

customers. There were no inter-segment sales during the reporting year.

Segment profit before tax represent the profit earned by each segment without

changes in fair value of investment properties, other income, expenses, gains

and losses, unallocated head office and corporate expenses, finance costs, share

of results of associates and share of results of joint ventures.


(b) 分部報告（續）(i) 分部業績、資產及負債

就評估分部表現及在分部間資源分配而言，本集團高級行政管理人員按以下基準監察各項可呈報分部應佔之業績：

收益乃參照該等分部所產生之銷售額及該等分部所產生之開支或因該等分部之資產折舊或攤銷而產生之其他開支分配予各可呈報分部。分部收益均源自外部客戶。報告年度並無分部間銷售。

除稅前分部溢利指各分部所賺取的溢利，惟不包括投資物業公平值變動、其他收入、開支、收益及虧損、未分配總部及公司開支、融資開支、分佔聯營公司的業績及分佔合營企業之業績。






(i) Segment results, assets and liabilities (Continued)


revenue recognition, as well as information regarding the Group’s reportable

segments as provided to the Group’s most senior executive management for

the purposes of resource allocation and assessment of segment performance for

the years ended 31 December 2019 and 2018 is set out below. No segment

assets and liabilities are presented as they were not regularly provided to the

chief operating decision maker for the purposes of resource allocation and

performance assessment.

房地產開發物業租賃酒店營運總計Property development Property leasing Hotel operation Total

二零一九年二零一八年二零一九年二零一八年二零一九年二零一八年二零一九年二零一八年2019 2018 2019 2018 2019 2018 2019 2018

人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

按確認收益時間分拆 Disaggregated by timing of

revenue recognition

某一時間點 Point in time 1,328,197 1,188,443 – – – – 1,328,197 1,188,443

隨時間 Over time – – 209,592 203,913 67,659 53,998 277,251 257,911

可呈報分部收益 Reportable segment revenue 1,328,197 1,188,443 209,592 203,913 67,659 53,998 1,605,448 1,446,354

可呈報除稅前

分部溢利Reportable segment profit

before tax 236,605 529,450 101,026 64,549 11,086 12,136 348,717 606,135

Note: The Group has initially applied IFRS 16 using the modified retrospective approach.

Under this approach, the comparative information is not restated. See note 2(c).


(b) 分部報告（續）(i) 分部業績、資產及負債（續）

截至二零一九年及二零一八年十二月三十一日止年度，按確認收益時間分拆之客戶合約收益，以及就資源分配及期內分部表現評估而提供予本集團最高行政管理人員有關本集團可報告分部的資料列載如下。由於分部資產及負債並未定期提供予主要經營決策者作資源分配及表現評估，故並未呈列有關分部資產及負債。

附註：本集團已採用經修訂追溯法首次應用國際財務報告準則第16號。根據此方法，比較資料未予重列。見附註2(c)。






(ii) Reconciliations of reportable segment profit or loss


（附註）(Note)


可呈報分部溢利 Reportable segment profit 348,717 606,135

投資物業公平值變動 Changes in fair value of investment properties 171,958 465,863

其他收入、開支、收益及虧損 Other income, expense, gains and losses 66,069 (127,870)

未分配總部及公司開支 Unallocated head office and corporate expenses (58,716) (76,849)

融資成本 Finance costs (186,273) (178,918)

分佔聯營公司的溢利 Share of profits of associates 105,050 3,668

分佔合營企業的溢利 Share of profits of joint ventures 6,070 101,962

綜合除稅前溢利 Consolidated profit before taxation 452,875 793,991

Note: The Group has initially applied IFRS 16 at 1 January 2019 using the modified

retrospective approach. Under this approach, the comparative information is not

restated. See note 2(c).


(b) 分部報告（續）(ii) 可呈報分部損益之對賬

附註：本集團已於二零一九年一月一日採用經修訂追溯法首次應用國際財務報告準則第16

號。根據此方法，比較資料未予重列。見附註2(c)。






(iii) Other segment information

Depreciation of property and equipment included in the measurement of

segment profit or loss:





未分配 Unallocated 1,901 3,025

總計 Total 31,044 18,180

(iv) Geographic information

The Group’s revenue from external customers is derived substantially from its

operations in mainland China, and non-current assets of the Group are also

substantially located in mainland China.

The following is an analysis of the Group’s non-current assets other than

other financial assets, restricted bank deposits and deferred tax assets by

geographical location of assets:

特定非流動資產Specified non-current assets




香港 Hong Kong – 423,256

7,407,826 7,062,757


(b) 分部報告（續）(iii) 其他分部資料

計量分部損益時計入的物業及設備之折舊：

(iv) 地理資料本集團來自外部客戶的收益基本源自其中國內地業務，而本集團的非流動資產亦基本位於中國內地。

本集團之非流動資產（其他金融資產、受限制銀行存款及遞延稅項資產除外）按資產地理位置劃分之分析載列如下：




5 OTHER INCOME, EXPENSES, GAINS AND LOSSES

(a) Other income



銀行存款利息收入 Interest income from bank deposits 18,035 16,939


利息收入Interest income from financial assets


按公平值計入其他全面收益的

金融資產利息收入Interest income from financial assets

measured at FVTOCI 523 6,262


股息收入Dividend income from financial assets



出售收入Gain on disposal of financial assets at FVTPL

3,579 –

提早終止租約之補償收入 Compensation income from early termination

of leasing contract 5,134 2,903

政府補助（附註） Government grants (Note) 1,242 1,048

其他 Others 3,504 1,066

39,539 47,984

5 其他收入、開支、收益及虧損

(a) 其他收入




5 OTHER INCOME, EXPENSES, GAINS AND LOSSES (Continued)

(b) Other gains and losses



匯兌虧損淨額 Net foreign exchange losses (39,092) (164,003)


公平值變動收益╱（虧損）Gain/(Loss) on changes in fair value of financial

assets measured at FVTPL 32,548 (11,267)

終止確認按公平值計入其他全面

收益的金融資產虧損Loss from derecognition of financial assets

measured at FVTOCI – (2,170)

出售物業、廠房及設備虧損 Loss on disposal of property, plant and equipment – (190)

出售附屬公司收益（附註33） Gain on disposal of a subsidiary (note 33) 63,918 –

57,374 (177,630)

(c) Other expenses



購回╱贖回優先票據產生之

（虧損）╱收益(Loss)/gain on repurchase/redemption of

senior notes (20,236) 2,892

捐贈 Donation (10,340) –

其他 Others (268) (1,116)

(30,844) 1,776

總計 Total 66,069 (127,870)

Note: The amount mainly represented the unconditional subsidies received from the local

governments where the Group entities were located for encouragement of business

development activities in the local areas.

5 其他收入、開支、收益及虧損（續）

(b) 其他收益及虧損

(c) 其他開支

附註：該金額主要指收取本集團公司所在當地政府為鼓勵於當地開展業務發展活動之無條件補助金。




6 PROFIT BEFORE TAXATION

Profit before taxation is arrived at after charging/(crediting):

(a) Finance costs


（附註）(Note)


銀行貸款利息（附註24(c)） Interest on bank loans (note 24(c)) 165,187 97,301

租賃負債利息（附註24(c)） Interest on lease liabilities (note 24(c)) 18,547 –

優先票據利息（附註24(c)） Interest on senior notes (note 24(c)) 320,069 264,661

債券利息 Interest on bonds – 1,436

減：資本化至開發中待售

物業及開發中投資物業的

利息開支*

Less: Interest expense capitalised into properties


properties under development* (317,530) (184,480)

總計 Total 186,273 178,918

* The borrowing costs have been capitalised at a rate of 7.8% per annum (2018: 6.4%).

Note: The Group has initially applied IFRS 16 using the modified retrospective approach.


6 除稅前溢利

除稅前溢利已扣除╱（計入）：

(a) 融資成本

* 借貸成本已按年利率7.8%（二零一八年：6.4%）資本化。

附註：本集團已採用經修訂追溯法首次應用國際財務報告準則第16號。根據此方法，比較資料未予重列。見附註2(c)。





(b) Staff costs



薪金、花紅及其他福利 Salaries, bonuses and other benefits 129,777 99,643

退休福利計劃供款 Contributions to retirement benefit schemes 15,065 12,275

股本結算股份支付（附註30） Equity-settled share-based payments (note 30) 229 229

減：資本化至開發中待售物業

及開發中投資物業的金額Less: amount capitalised to properties under

development for sale and investment

properties under development (36,432) (29,554)

108,639 82,593

(c) Other items



折舊 Depreciation

－自有物業、廠房及設備* – owned property, plant and equipment* 25,548 18,180

－使用權資產* – right-of-use assets* 5,496 –

31,044 18,180

先前根據國際會計準則第17號

分類為經營租賃的租賃的

最低租賃付款總額*

Total minimum lease payments for leases

previously classified as operating leases

under IAS 17* – 34,850

核數師酬金 Auditors’ remuneration 1,300 1,340

物業成本 Cost of properties 1,011,883 598,896


(b) 員工成本

(c) 其他項目





(c) Other items (Continued)

* The Group has initially applied IFRS 16 using the modified retrospective approach

and adjusted the opening balances at 1 January 2019 to recognise right-of-use assets

relating to leases which were previously classified as operating leases under IAS 17.

The depreciated carrying amount of the finance lease assets which were previously

included in property, plant and equipment is also identified as a right-of-use asset.

After initial recognition of right-of-use assets at 1 January 2019, the Group as a

lessee is required to recognise the depreciation or change in fair value of right-of-use

assets, instead of the previous policy of recognising rental expenses incurred under

operating leases on a straight-line basis over the lease term. Under this approach,

the comparative information is not restated. See note 2(c).

7 INCOME TAX IN THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS

(a) Taxation in the consolidated statement of profit or loss represents:



即期稅項： Current tax:

－中國企業所得稅（「企業所得稅」）– PRC corporate income tax (“CIT”) 86,250 171,516

－土地增值稅 – LAT 98,120 183,760

－香港利得稅 – Hong Kong profits tax – 71

184,370 355,347

遞延稅項（附註31） Deferred tax (note 31)

－企業所得稅 – CIT 40,507 64,107

－土地增值稅 – LAT (24,530) 32,281

15,977 96,388

200,347 451,735


(c) 其他項目（續）* 本集團已採用經修訂追溯法首次應用國際

財務報告準則第16號並已調整於二零一九年一月一日的期初結餘，以確認與先前根據國際會計準則第17號分類為經營租賃的租賃有關的使用權資產。此外，先前計入物業、廠房及設備的融資租賃資產的已折舊賬面值亦確認為使用權資產。於二零一九年一月一日初步確認使用權資產後，本集團（作為承租人）須確認使用權資產折舊或公平值變動，而非按先前政策於租期內以直線法確認經營租賃項下產生的租金開支。根據此方法，比較資料未予重列。見附註2(c)。

7 綜合損益表中的所得稅

(a) 綜合損益表中的稅項：





(a) (Continued)

No provision for taxation has been recognised for companies

incorporated in the Cayman Island and the British Virgin Islands as

they are not subject to any tax during both periods.

The provision for Hong Kong Profits Tax is calculated by applying

the estimated annual effective tax rate of 16.5% (2018: 16.5%) to the

year ended 31 December 2019. Under the two-tiered profits tax rates

regime, the first Hong Kong Dollars (“HK$”) 2 million of profits of

the qualifying group entity will be taxed at 8.25%, and profits above

HK$2 million will be taxed at 16.5%. The profits of group entities

not qualifying for the two-tiered profits tax rates regime will continue

to be taxed at a flat rate of 16.5%.

The provision for PRC income tax is based on the respective corporate

income tax rates applicable to the subsidiaries located in the PRC

as determined in accordance with the relevant income tax rules and

regulations of the PRC.

The LAT is levied at progressive rates ranging from 30% to 60% on

the appreciation of land value, being the proceeds from the sale of

properties less deductible expenditures including payments made for

acquisition of land use rights, costs and expenses for the development

of the land or for construction of new buildings and supporting

facilities, or the assessed value for old buildings and structures, tax

payable relating to transfer of the real estate and other deductible items

prescribed by the Ministry of Finance. Apart from the aforementioned

deductions, property developers enjoy an additional deduction, which

is equal to 20% of the payment made for acquisition of land use rights

and the costs of land development and construction of new buildings

or related facilities.


(a) （續）

由於兩個期間內於開曼群島及英屬處女群島註冊成立之公司無須繳納任何稅項，故並無就該等公司確認任何稅項撥備。

香港利得稅撥備乃就截至二零一九年十二月三十一日止年度應用估計年度實際稅率16.5%（二零一八年：16.5%）計算。根據利得稅兩級制，合資格集團實體將按8.25%之稅率就溢利首2,000,000港元（「港元」）繳納稅項，並將按 16.5%之稅率繳納2,000,000港元以上溢利之稅項。集團實體不符合利得稅兩級制的溢利將繼續按16.5%的統一稅率繳稅。

中國所得稅撥備根據適用於位於中國的附屬公司的各自企業所得稅稅率作出，該等企業所得稅稅率乃根據中國有關所得稅規則及法規而釐定。

土地增值稅就地價增值按介乎30%

至60%的累進稅率徵收，地價增值即物業銷售所得款項減去可扣減支出（包括就收購土地使用權所付款項、土地開發或新建樓宇及配套設施的成本和費用，或舊樓宇及構築物的估值、有關轉讓房地產的應繳稅項以及財政部規定的其他可扣減項目）。除上述扣減外，房地產開發商亦可享有額外扣減，等於收購土地使用權所付款項及土地開發和新建樓宇或相關設施建設成本的20%。





(b) Reconciliation between tax expense and accounting profit at applicable

tax rates:




按25%的中國企業所得稅稅率

計算的稅項Tax using PRC CIT rate of 25%

113,219 198,498

不可扣稅開支的稅務影響 Tax effect of expenses not deductible for tax

purpose 71,329 100,491

毋須課稅收入的稅務影響 Tax effect of income not taxable

for tax purpose (25,006) (1,380)

分佔聯營公司業績的稅務影響 Tax effect of share of results of associates (26,263) (917)

分佔合營企業業績的稅務影響 Tax effect of share of results of joint ventures (1,517) (25,490)

土地增值稅 LAT 98,120 216,041

土地增值稅的稅務影響 Tax effect of LAT (24,530) (54,010)

未確認稅項虧損的稅務影響 Tax effect of tax losses not recognised 3,239 11,477

確認過往未確認稅項虧損的

稅務影響Tax effect of previously unrecognised

tax losses now recognised (10,719) –

中國附屬公司未分配溢利繳納的

預扣稅的影響Effect of withholding tax on undistributed

profit from PRC subsidiaries 2,475 7,025

實際稅項開支 Actual tax expense 200,347 451,735


(b) 按適用稅率計算的稅項開支與會計溢利之間的對賬：




8 DIRECTORS’ EMOLUMENTS

Directors’ emoluments disclosed pursuant to section 383(1) of the Hong

Kong Companies Ordinance and Part 2 of the Companies (Disclosure of

Information about Benefits of Directors) Regulation are as follows:



其他福利花紅退休福利計劃供款總計

Directors’ fees

Salaries and

other benefits Bonuses

Contributions

to retirement













directors






2,007 6,370 11,597 64 20,038

8 董事酬金

董事酬金根據香港公司條例第383(1)條及公司（披露董事利益資料）規例第2部披露的董事酬金如下：

截至二零一九年十二月三十一日止年度







其他福利花紅退休福利計劃供款總計

Directors’ fees

Salaries and

other benefits Bonuses

Contributions

to retirement













directors





1,996 6,260 17,460 64 25,780

8 董事酬金

截至二零一八年十二月三十一日止年度





Notes:

(i) Mr. Wong Kam Fai is also the Chief Executive of the Company and his emoluments

disclosed above include those for his services as the Chief Executive and

remuneration as the Executive Director.

(ii) Performance related bonuses is determined by reference to the individual

performance of the directors.

(iii) Mr. Li Yiu Fai was resigned as independent non-executive director on 14 June

2019.

(iv) Mr. Li Sze Keung was appointed as independent non-executive director on 14 June

2019.

During the year, no emoluments were paid by the Group to any directors

of the Company as an inducement to join or upon joining the Group or

as compensation for loss of office. None of the directors has waived any

emoluments during the year.

9 INDIVIDUALS WITH HIGHEST EMOLUMENTS

Of the five individuals with the highest emoluments, 3 (2018: 3) are directors

whose emoluments are disclosed in note 8. The aggregate of the emoluments

in respect of the other 2(2018: 2) individuals are as follows:



薪金及其他福利 Salaries and other benefits 3,044 2,932

花紅 Bonuses 1,874 1,962

以股本結算股份支付款項 Equity-settled share-based payments 39 39

退休福利計劃供款 Contributions to retirement benefit schemes 117 83

5,074 5,016


附註：

(i) 王錦輝先生亦為本公司行政總裁，其於上文披露的酬金包括其作為行政總裁提供服務及作為執行董事的酬金。

(ii) 表現相關花紅乃參考董事的個人表現釐定。

(iii) 於二零一九年六月十四日，李耀輝先生已辭任獨立非執行董事。

(iv) 於二零一九年六月十四日，李思強先生已獲委任為獨立非執行董事。

於年內，本集團概無向本公司任何董事支付酬金作為加入本集團或加盟時之獎勵或失去職位之補償。於年內概無董事放棄任何酬金。

9 最高酬金人士

五位最高酬金人士內，三名（二零一八年：三名）為董事，其酬金載於附註8。有關其他兩名（二零一八年：兩名）人士的酬金總額載列如下：




9 INDIVIDUALS WITH HIGHEST EMOLUMENTS (Continued)

The number of the highest paid employees who are not the directors of the

Company whose remuneration fell within the following bands is as follows:


員工數目員工數目Number ofindividuals

Number of

individuals

零港元至1,000,000港元 HK$Nil – HK$1,000,000 – –

1,000,001港元至1,500,000港元 HK$1,000,001 – HK$1,500,000 – –

1,500,001港元至2,000,000港元 HK$1,500,001 – HK$2,000,000 1 1

2,500,001港元至3,000,000港元 HK$2,500,001 – HK$3,000,000 – –

3,000,001港元至3,500,000港元 HK$3,000,001 – HK$3,500,000 – –

3,500,001港元至4,000,000港元 HK$3,500,001 – HK$4,000,000 1 1

2 2

During the year, no emoluments were paid by the Group to any of the five

highest paid individuals as an inducement to join or upon joining the Group

or as compensation for loss of office.

10 OTHER COMPREHENSIVE INCOME

Tax effects relating to each component of other comprehensive income


除稅前稅項開支除稅後除稅前稅項開支除稅後Before tax Tax expense Net of tax Before tax Tax expense Net of tax

人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

換算功能貨幣並非

人民幣的實體的

財務報表的

匯兌差額

Exchange differences on

translation of financial

statements of entities with

functional currencies other

than RMB 14,635 – 14,635 299 – 299

其他全面收益 Other comprehensive

income 14,635 – 14,635 299 – 299

9 最高酬金人士（續）

並非本公司董事且酬金介乎下列範圍之最高薪酬僱員數目如下：

於年內，本集團概無向五名最高薪酬人士中的任何一名支付酬金作為加入本集團或加盟時之獎勵或失去職位之補償。

10 其他全面收益

與其他全面收益各組成部分相關的稅務影響




11 EARNINGS PER SHARE

(a) Basic earnings per share

The calculation of basic earnings per share is based on the profit attributable

to ordinary equity shareholders of the Company of RMB252,561,000 (2018:

RMB342,256,000) and the weighted average of 1,802,456,000 ordinary

shares (2018: 1,802,456,000 shares) in issue during the year.

Weighted average number of ordinary shares:



於1月1日及12月31日已發行

普通股及普通股的加權平均數Issued ordinary shares and weighted average

number of ordinary shares at 1 January and

31 December 1,802,456 1,802,456

(b) Diluted earnings per share

The computation of diluted earnings per share does not assume the exercise of

the Company’s outstanding share options because the exercise price of those

options was higher than the average market price for shares for both reporting

periods. Accordingly, the diluted earnings per share was same as the basic

earnings per share for both periods.

11 每股盈利

(a) 每股基本盈利每股基本盈利乃根據本公司普通股股東應佔溢利人民幣252,561,000元（二零一八年：人民幣342,256,000元）及在年內已發行普通股的加權平均數1,802,456,000股計算（二零一八年：1,802,456,000股）計算。

普通股加權平均數：

(b) 每股攤薄盈利由於兩個報告期間本公司尚未行使購股權之行使價高於股份之平均市價，故於計算每股攤薄盈利時並無假設行使本公司尚未行使之購股權。因此，兩個期間之每股攤薄盈利與每股基本盈利相同。




12 PROPERTY, PLANT AND EQUIPMENT





Leasehold land

and hotel

property

Land and

Buildings held

for own use

Motor

vehicles

Computers

and office

equipment

Leasehold

improvements

Right-of-use

assets Total

人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

成本 Cost

於二零一八年一月一日 At 1 January 2018 382,249 81,098 8,932 11,437 33,721 – 517,437

添置 Additions 8,827 6,930 358 1,806 14,409 – 32,330

轉撥自開發中

待售物業Transfer from properties under

development for sale 70,933 – – – – – 70,933

匯兌差額 Exchange differences 18,592 – – – – – 18,592

出售 Disposals – – (194) (25) (42) – (261)

於二零一八年

十二月三十一日At 31 December 2018

480,601 88,028 9,096 13,218 48,088 – 639,031

首次應用國際財務

報告準則第16號的

影響（附註）

Impact on initial application

of IFRS 16 (Note)

– – – – – 42,722 42,722

於二零一九年一月一日 At 1 January 2019 480,601 88,028 9,096 13,218 48,088 42,722 681,753

添置 Additions 15,402 7,903 498 4,574 19,042 17,902 65,321

轉撥自開發中

待售物業Transfer from properties under

development for sale 4,358 4,148 – – – – 8,506

匯兌差額 Exchange differences 4,479 – 39 23 7 – 4,548

出售 Disposals (405,320) – – (1,327) (607) – (407,254)

於二零一九年


99,520 100,079 9,633 16,488 66,530 60,624 352,874

12 物業、廠房及設備








Leasehold land

and hotel

property

Land and

Buildings held

for own use

Motor

vehicles

Computers

and office

equipment

Leasehold

improvements

Right-of-use

assets Total

人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

累計折舊 Accumulated depreciation

於二零一八年一月一日 At 1 January 2018 (3,511) (24,249) (5,785) (6,404) (16,072) – (56,021)年內扣除 Charge for the year (5,519) (3,096) (785) (1,950) (6,830) – (18,180)匯兌差額 Exchange differences (419) – – – – – (419)出售 Disposals – – 5 24 22 – 51

於二零一八年十二月三十一日及二零一九年一月一日

At 31 December 2018 and 1 January 2019

(9,449) (27,345) (6,565) (8,330) (22,880) – (74,569)年內扣除 Charge for the year (7,942) (4,794) (1,170) (731) (10,911) (5,496) (31,044)匯兌差額 Exchange differences (106) – (39) (19) (2) – (166)出售 Disposals 12,398 – – 840 366 – 13,604


At 31 December 2019(5,099) (32,139) (7,774) (8,240) (33,427) (5,496) (92,175)

賬面淨值 Net book value


At 31 December 201994,421 67,940 1,859 8,248 33,103 55,128 260,699


At 31 December 2018471,152 60,683 2,531 4,888 25,208 – 564,462

Note: The Group has initially applied IFRS 16 using the modified retrospective method



See note 2(c).

As at 31 December 2019, leasehold land and hotel property and land and

buildings with carrying amount of approximately RMB6,956,000 (2018:



12 PROPERTY, PLANT AND EQUIPMENT (Continued)12 物業、廠房及設備（續）

附註：本集團已採用經修訂追溯法首次應用國際財務報告準則第16號並已調整於二零一九年一月一日的期初結餘，以確認與先前根據國際會計準則第17號分類為經營租賃的租賃有關的使用權資產。見附註2(c)。

於二零一九年十二月三十一日，賬面值約人民幣6,956,000元（二零一八年：人民幣400,415,000元）的租賃土地及酒店物業以及土地及樓宇已抵押予銀行，以為本集團獲授的若干銀行融資作擔保。




13 INVESTMENT PROPERTIES

(a) Reconciliation of carrying amount

已竣工投資物業

開發中投資物業使用權資產總計

Completed

investment

properties

Investment

properties

under

development

Right-of-use

assets Total


於二零一八年一月一日 At 1 January 2018 4,693,906 520,000 – 5,213,906

添置 Additions – 129,653 – 129,653

轉撥自已竣工待售物業 Transfer from completed properties

for sale 53,164 – – 53,164

轉撥 Transfer 220,063 (220,063) – –

出售 Disposals (154,517) – – (154,517)

於損益確認之公平值

變動淨額Net change in fair value recognised

in profit or loss 250,153 215,710 – 465,863

於二零一八年


5,062,769 645,300 – 5,708,069

首次應用國際財務報告準則第16號的影響（附註）

Impact on initial application

of IFRS 16 (Note) – – 211,084 211,084

於二零一九年一月一日 At 1 January 2019 5,062,769 645,300 211,084 5,919,153

添置 Additions – 190,117 6,994 197,111

轉撥自已竣工待售物業 Transfer from completed properties

for sale 54,893 – – 54,893

轉撥 Transfer 914,447 (914,447) – –

出售 Disposals (84,218) – – (84,218)

於損益確認之公平值

變動淨額Net change in fair value recognised

in profit or loss 65,797 133,430 (27,269) 171,958

於二零一九年


6,013,688 54,400 190,809 6,258,897

13 投資物業

(a) 賬面值之對賬





(a) Reconciliation of carrying amount (Continued)




See note 2(c).

As at 31 December 2019, investment properties with carrying amount of

approximately RMB3,865,200,000 (2018: RMB4,015,769,000) were pledged to

banks to secure certain banking facilities granted to the Group.

(b) Fair value measurement of properties

(i) Fair value hierarchy

The following table presents the fair value of the Group’s properties

measured at the end of the reporting period on a recurring basis, categorised

into the three-level fair value hierarchy as defined in IFRS 13, Fair value

measurement. The level into which a fair value measurement is classified is

determined with reference to the observability and significance of the inputs

used in the valuation technique as follows:









inputs


(a) 賬面值之對賬（續）附註：本集團採用經修訂追溯法初始應用國際財

務報告準則第16號，並已調整二零一九年一月一日的期初結餘，以確認與先前根據國際會計準則第17號分類為經營租賃的租賃有關的使用權資產。見附註2(c)。

於二零一九年十二月三十一日，賬面值約人民幣3,865,200,000元（二零一八年：人民幣4,015,769,000元）的投資物業抵押予銀行以向本集團授出若干銀行融資。

(b) 物業的公平值計量(i) 公平值等級

下表呈列本集團於報告期末按持續基準所計量的物業的公平值。該等金融工具已歸入國際財務報告準則第13號「公平值計量」所界定的三個公平值等級。本集團參照以下估值方法所採用的輸入數據的可觀察程度和重要性，從而釐定公平值計量數值所應歸屬的等級：

• 第一級估值：僅使用第一級輸入數據（即相同資產或負債於計量日期在活躍市場的未經調整報價）來計量公平值

• 第二級估值：使用第二級輸入數據（即未達第一級的可觀察輸入數據）並捨棄重大不可觀察輸入值來計量公平值。不可觀察輸入值是指欠缺市場資料的輸入數據

• 第三級估值：採用重大不可觀察輸入數據來計量公平值







於二零一九年



2019

於二零一九年十二月三十一日的公平值計量分類為

Fair value measurements as at 31 December 2019 categorised into 第一級第二級第三級Level 1 Level 2 Level 3




總計 Total 6,258,897 – – 6,258,897

於二零一八年



2018

於二零一八年十二月三十一日的公平值計量分類為


第一級第二級第三級

Level 1 Level 2 Level 3人民幣千元人民幣千元人民幣千元人民幣千元

RMB’000 RMB’000 RMB’000 RMB’000


中國內地： Mainland China:－商業物業 – Commercial properties 5,656,300 – – 5,656,300－停車場 – Car park 51,769 – – 51,769

總計 Total 5,708,069 – – 5,708,069













All of the Group’s completed investment properties, investment properties

under development and right-of-use assets were revalued as at 31 December

2019. The valuations were carried out by CHFT Advisory And Appraisal

Ltd (“CHFT”), a firm of independent qualified valuers in Hong Kong with

relevant experience in the valuation of properties. The Group’s chief financial

officer has discussion with the surveyors on the valuation assumptions and

valuation results when the valuation is performed at each interim and annual

reporting date.



於截至二零一九年及二零一八年十二月三十一日止年度，第一與第二級之間並無轉撥，而第三級亦無轉入或轉出。本集團政策為於公平值等級不同等級之間出現轉撥的報告期末確認轉撥。

本集團的所有已竣工投資物業、開發中投資物業及使用權資產均已於二零一九年十二月三十一日進行重估。估值乃由華坊諮詢評估有限公司（「華坊」）（一間香港的獨立合資格估值師公司，在物業估值方面擁有相關經驗）進行。於各中期及年度報告日期進行估值時，本集團的財務總監已與估值師討論估值假設及估值結果。





Property

category

Fair value

hierarchy

Valuation

techniques

Significant

unobservable inputs

Range of

unobservable inputs



已竣工投資物業商業物業第三級直接比較法經調整市價（人民幣╱

平方米）及10,179至80,183

（二零一八年：10,952至78,138)


Completed investment

properties

Commercial

properties

Level 3 Direct comparison Adjusted market price (RMB/

square meter), and

10,179 to 80,183

(2018: 10,952 to 78,138)



級別調整 0%至65%

（二零一八年：0%至65%)

級別調整越低，公平值越高。

Level adjustment 0% to 65%

(2018: 0% to 65%)

The lower the level adjustment,


第三級收入法資本化比率及 4%至5.5%

（二零一八年：5%至6.5%)

資本化比率越高，公平值越低。

Level 3 Income method Capitalisation rate, and 4% to 5.5%

(2018: 5% to 6.5%)


the lower the fair value.

單位日租

（人民幣╱平方米）1至17

（二零一八年：2至27)

單位日租越高，公平值越高。

Daily unit rent

(RMB/square meter)

1 to 17

(2018: 2 to 27)

The higher the daily unit rent,


停車場第三級直接比較法經調整市價（人民幣╱

每個停車位）158,730至350,769

（二零一八年：277,524至316,667)


Car park Level 3 Direct comparison Adjusted market price

(RMB/per car park)

158,730 to 350,769

(2018: 277,524 to 316,667)



開發中投資物業第三級剩餘值法經調整市價

（人民幣╱平方米）13,561至22,801

（二零一八年：13,482至22,743)



under development

Level 3 Residual approach Adjusted market price

(RMB/square meter)

13,561 to 22,801

(2018: 13,482 to 22,743)



預算成本

（人民幣╱平方米）5,651至7,981

（二零一八年：5,655至7,781)

預算成本越高，公平值越低。

Budgeted cost

(RMB/square meter)

5,651 to 7,981

(2018: 5,655 to 7,781)

The higher the budgeted cost,


預期開發商利潤率 10%至20%

（二零一八年：10%至20%)

預期開發商利潤率越高公平值越低。

Anticipated developer’s profit

margin

10% to 20%

(2018: 10% to 20%)

The higher the anticipated developer’s

profit margin, the lower the fair value.



(ii) Information about Level 3 fair value measurements


(b) 物業的公平值計量（續）(ii) 有關第三級公平值計量的資料








Property

category

Fair value

hierarchy

Valuation

techniques

Significant

unobservable inputs

Range of

unobservable inputs


inputs to fair value.

使用權資產分租物業第三級收入法資本化比率 6.5%至6.75%

（二零一八年：不適用）資本化比率越高，公平值越低。

Right-of-use assets Sub-leased

properties

Level 3 Income method Capitalisation rate 6.5% to 6.75%

(2018: N/A)



單位日租（人民幣╱

平方米）1至27

（二零一八年：不適用）單位日租越高，公平值越高。

Daily unit rent

(RMB/square meter)

1 to 27

(2018: N/A)

The higher the daily unit rent,


The fair value of completed investment properties is determined by making

reference to the market transactions or asking evidence, as the case may be, of

comparable properties, and on the basis of capitalisation of the rental income

derived from existing tenancies or market rental with due allowance for

reversionary income potential of the properties, where appropriate.

The fair value of investment properties under development is determined

by making reference to the current or recent prices of similar properties and

estimated costs to completion based on construction budget, committed

contracts, allowances for contingencies as well as developer’s profit margin,

which reflect the risks in relation to, inter alia, the completion of the

construction and marketability of proposed development, and in achieving

the anticipated income or capital appreciation on the date of valuation.



已竣工投資物業的公平值乃經參考可資比較物業的市場交易或問詢憑證（視情況而定），以源自現有租約或市場租金的租金收入資本化為基準並適當考慮物業的復歸收入潛力（如適當）釐定。

開發中投資物業的公平值乃經參考類似物業的當前或近期價格，根據建造預算、承諾合約、意外事件撥備以及開發商利潤率得出的竣工估計成本（該等數據反映有關（其中包括）工程完工情況及建議開發項目適銷性的風險以及可達致的預期收入或於估值日期的資本增值）而釐定。







The fair value of right-of-use assets is determined by discounting a projected

cash flow series associated with the assets using risk-adjusted discount rates.

The valuation takes into account capitalisation rate and rental rate of the

respective assets. The discount rates used have been adjusted for the quality

and location. The fair value measurement is positively correlated to the

capitalisation rate and the rental rate, and negatively correlated to the risk-

adjusted discount rates.

Fair value adjustment of investment properties is recognised in the line item

“changes in fair value of investment properties” on the face of the consolidated

statement of profit or loss.

(c) Right-of-use assets

The analysis of the net book value of right-of-use assets by class of underlying

asset is as follows:


二零一九年一月一日

31 December

2019

1 January

2019


租賃作自用的其他物業

（以折舊成本列賬）（附註）Other properties leased for own use, carried

at depreciated cost (Note) 55,128 42,722

剩餘租期介乎4至9年之間的

租賃投資物業的所有權權益

（按公平值列賬）

Ownership interests in leasehold investment

property, carried at fair value, with remaining

lease term of between 4 and 9 years 190,809 211,084

245,937 253,806

Note: The Group has obtained the right to use of other properties through tenancy

agreements to operate hotels. The leases typically run for an initial period of 12 to

15 years. Lease payments are usually increased every 1 to 3 years to reflect market

rentals.



使用權資產的公平值乃通過使用風險調整貼現率對與資產相關的預期現金流量序列進行貼現而釐定。估值乃經參考各自資產的資本化率及出租率。所使用的貼現率已根據質量及位置進行調整。公平值計量與資本化率及出租率呈正相關，與風險調整貼現率呈負相關。

投資物業的公平值調整於綜合損益表的「投資物業公平值變動」項目中確認。

(c) 使用權資產按相關資產類別劃分的使用權資產的賬面淨值分析如下：

附註：本集團已通過租賃協議獲得使用其他物業經營酒店的權利。租賃通常初步為期12至15年。租賃付款通常每1至3年增加一次，以反映市場租金。






The analysis of expense items in relation to leases recognised in profit or loss

is as follows:


（附註）(Note)


按相關資產類別劃分的使用權

資產的折舊開支：租賃作自用

的其他物業

Depreciation charge of right-of-use assets by class

of other properties leased for own use

5,496 –

按投資物業類別劃分的使用權資產

的公平值變動Fair value change of right-of-use assets by class

of investment property 27,269 –

租賃負債利息（附註6(a)） Interest on lease liabilities (note 6(a)) 18,547 –

先前根據國際會計準則第17號

分類為經營租賃的租賃的


Total minimum lease payments for leases

previously classified as operating leases

under IAS 17 – 34,850

Note: The Group has initially applied IFRS 16 using the modified retrospective approach



The depreciated carrying amount of the finance lease assets which were previously

included in property, plant and equipment is also identified as a right-of-use asset.

After initial recognition of right-of-use assets at 1 January 2019, the Group as a

lessee is required to recognise the depreciation of right-of-use assets, instead of

the previous policy of recognising rental expenses incurred under operating leases

on a straight-line basis over the lease term. Under this approach, the comparative

information is not restated. See note 2(c).

During the year, additions to right-of-use assets were RMB24,896,000.

This amount is all the capitalised lease payments payable under new tenancy

agreements.

Details of total cash outflow for leases and the maturity analysis of lease

liabilities are set out in notes 24(d) and 27, respectively.


(c) 使用權資產（續）與在損益中確認的租賃有關的費用項目分析如下：

附註：本集團已採用經修訂追溯法首次應用國際財務報告準則第16號並已調整於二零一九年一月一日的期初結餘，以確認與先前根據國際會計準則第17號分類為經營租賃的租賃有關的使用權資產。此外，先前計入物業、廠房及設備的融資租賃資產的已折舊賬面值亦確認為使用權資產。於二零一九年一月一日初步確認使用權資產後，本集團（作為承租人）須確認使用權資產折舊，而非按先前政策於租期內以直線法確認經營租賃項下產生的租金開支。根據此方法，比較資料未予重列。見附註2(c)。

年內，使用權資產增加人民幣24,896,000

元。該金額為根據新租賃協議應付的所有資本化租賃付款。

有關租賃現金流出總額及租賃負債到期分析的詳情分別載於附註24(d)及27。





(d) Investment propertyThe Group leases out investment property under operating leases. The leases

typically run for an initial period of 8 to 15 years. Lease payments are usually

increased every 1 to 4 years to reflect market rentals.

Undiscounted lease payments under non-cancellable operating leases in place

at the reporting date will be receivable by the Group in future periods as

follows:



1年內 Within 1 year 168,769 185,006

1年後但5年內 After 1 year but within 5 years 219,729 332,533

5年後 After 5 years 43,237 91,263

431,735 608,802

14 GOODWILL


成本及賬面值 Cost and carrying amount

於二零一八年一月一日 At 1 January 2018 29,686

匯兌調整 Exchange adjustment 1,430

於二零一八年十二月三十一日 At 31 December 2018 31,116

匯兌調整 Exchange adjustment 696

出售附屬公司 Disposal of a subsidiary (31,812)

於二零一九年十二月三十一日 At 31 December 2019 –

For the purposes of impairment testing, goodwill have been allocated to one

individual cash generating units (CGUs), comprising one subsidiary in the

hotel operation segment. No impairment loss on goodwill is recognised by

the Group in 2019 and 2018.

The subsidiary containing goodwill was disposed in 2019 (see note 33).


(d) 投資物業本集團根據經營租賃出租投資物業。租賃通常初步為期8至15年。租賃付款通常每1至4年增加一次，以反映市場租金。

於報告日期，本集團於未來期間應收的不可撤銷經營租賃項下的未折現租賃付款如下：

14 商譽

就減值測試而言，商譽已分配至一個單獨現金產生單位，包括於酒店營運分部的一間附屬公司。於二零一九年及二零一八年，本集團並無確認商譽減值虧損。

含有商譽的附屬公司於二零一九年出售（見附註33）。




15 INVESTMENTS IN SUBSIDIARIES

The following list contains only the particulars of subsidiaries which

principally affected the results, assets or liabilities of the Group. The class of

shares held is ordinary unless otherwise stated.




本公司所持有


Name of company


and business

Form of business

structure


and paid up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


金輪翡翠有限公司英屬處女群島

（「英屬處女群島」）有限責任公司 1美元 100% 100% – 投資控股

Golden Wheel Jade Company Limited British Virgin Islands

(“BVI”)

Limited liability

company

US$1 Investment holding

金輪明珠有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Pearl Company Limited BVI Limited liability

company


金輪鑽石有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Diamond Company

Limited


company


金輪寶石有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Jewel Company

Limited


company


金輪水晶有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Crystal Company

Limited


company


金輪琥珀有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Amber Company

Limited


company


金輪碧壐有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Tourmaline Company

Limited


company


15 於附屬公司之投資

下表僅載列主要對本集團業績、資產或負債造成影響的附屬公司詳情。除非另有所指外，所持股份類別為普通股。







本公司所持有


Name of company


and business

Form of business

structure


and paid up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


金輪奧寶有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Opal Company Limited BVI Limited liability

company


金輪紅寶有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Ruby Company

Limited


company


金輪綠寶有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Emerald Company

Limited


company


金輪藍寶有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Sapphie Company

Limited


company


金輪翠玉有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Jasper Company

Limited


company


金輪翠寶有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Treasure Company

Limited


company


金輪鑽寶有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Trinity Company

Limited


company


金輪琺瑯有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Enamel Company

Limited


company









本公司所持有


Name of company


and business

Form of business

structure


and paid up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


金輪琉璃有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Liuli Company Limited BVI Limited liability

company


金輪明翠有限公英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Bright Jade Company

Limited


company


勝年有限公司英屬處女群島有限責任公司 100美元 100% – 100% 投資控股Winning Year Company Limited BVI Limited liability

company


金輪珍寶有限公司英屬處女群島有限責任公司 1美元 100% 100% – 投資控股Golden Wheel Jumbo Company

Limited


company


金輪國際投資有限公司香港有限責任公司 100,000,000港元 100% – 100% 投資控股Golden Wheel International

Investment Limited


company

HK$100,000,000 Investment holding

金輪國際興業有限公司香港有限責任公司 48,000,000港元 100% – 100% 投資控股Golden Wheel International

Corporation Limited


company


金輪國際創建有限公司香港有限責任公司 30,000,000港元 100% – 100% 投資控股Golden Wheel International Creation

Company Limited


company


金輪國際創富有限公司香港有限責任公司 30,000,000港元 100% – 100% 投資控股Golden Wheel International Capital

Company Limited


company









本公司所持有


Name of company


and business

Form of business

structure


and paid up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


金輪國際創億有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Billion

Limited


company


金輪國際創發有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Wealth

Limited


company


金輪國際創進有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Trend

Limited


company


金輪國際創績有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Success

Limited


company


金輪國際創輝有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Glory

Company Limited


company


金輪國際創意有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Idea

Company Limited


company


金輪國際創新有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International

Innovation Company Limited


company


金輪國際創豐有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Harvest

Limited


company









本公司所持有


Name of company


and business

Form of business

structure


and paid up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


金輪國際創佳有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Merit

Limited


company


金輪國際創揚有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Inherit

Company Limited


company


金輪國際創智有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Wisdom

Company Limited


company


金輪國際創優有限公司香港有限責任公司 10,000,000港元 100% – 100% 投資控股Golden Wheel International Excellent

Limited


company


貳發有限公司香港有限責任公司 1港元 100% – 100% 房地產開發Success Seeker Limited Hong Kong Limited liability

company

HK$1 Property development

南京翡翠金輪置業有限公司中國中外合資企業 14,950,000美元 100% – 100% 房地產開發及物業租賃Nanjing Jade Golden Wheel Realty

Company Limited

the PRC Sino-foreign joint venture US$14,950,000 Property development and

property leasing

株洲金輪房地產開發有限公司中國外商獨資企業 13,200,000美元 100% – 100% 房地產開發及物業租賃Zhuzhou Golden Wheel Real Estate



enterprise

US$13,200,000 Property development and

property leasing








本公司所持有


Name of company


and business

Form of business

structure


and paid up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


揚州金輪房地產開發有限公司中國中外合資企業 13,000,000美元 100% – 100% 房地產開發Yangzhou Golden Wheel Real Estate* the PRC Sino-foreign joint venture US$13,000,000 100% – 100% Property development

株洲金輪商業管理有限公司中國國內有限責任公司人民幣500,000元 100% – 100% 房地產業務管理Zhuzhou Golden Wheel Business



company

RMB500,000 100% – 100% Property operation

南京金輪房地產開發有限公司中國外商獨資企業 6,130,000美元 100% – 100% 房地產開發及物業租賃Nanjing Golden Wheel Real Estate* the PRC Wholly-foreign invested

enterprise


property leasing

南京明珠金輪置業有限公司中國外商獨資企業 28,000,000美元 100% – 100% 房地產開發及酒店營運Nanjing Pearl Golden Wheel Realty

Co., Ltd.*


enterprise

US$28,000,000 100% – 100% Property Development and

hotel operation

南京捷運房地產投資

有限責任公司中國國內有限責任公司人民幣

280,000,000元100% – 100% 房地產開發

Nanjing Metro Real Estate

Investment Co., Ltd.*


company


南京水晶金輪置業有限公司中國外商獨資企業人民幣

45,000,000元100% – 100% 房地產開發

Nanjing Crystal Golden Wheel Realty

Co., Ltd.*


enterprise









本公司所持有


Name of company


and business

Form of business

structure


and paid up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


南京金輪商業管理股份

有限公司中國中外合資企業人民幣

32,000,000元100% – 100% 物業租賃

Nanjing Golden Wheel Business


the PRC Sino-foreign joint venture RMB32,000,000 100% – 100% Property leasing

株洲翡翠金輪置業有限公司中國外商獨資企業人民幣

400,000,000元100% – 100% 房地產開發

Zhuzhou Jade Golden Wheel Realty

Co., Ltd.*


enterprise


長沙翡翠金輪置業有限公司中國外商獨資企業 50,000,000美元 100% – 100% 房地產開發Changsha Jade Golden Wheel Realty

Co., Ltd.*


enterprise

US$50,000,000 100% – 100% Property development

無錫金輪房地產開發有限公司中國外商獨資企業 6,000,000美元 100% – 100% 房地產開發Wuxi Golden Wheel Real Estate Co.,

Ltd.*


enterprise

US$6,000,000 100% – 100% Property development

南京金輪創輝商業管理

有限公司中國外商獨資企業 6,000,000美元 100% – 100% 投資控股

Nanjing Golden Wheel Glory

Commercial Management Co., Ltd*


enterprise

US$6,000,000 100% – 100% Investment holding








本公司所持有


Name of company


and business

Form of business

structure


and paid up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


無錫金輪創輝商業管理

有限公司中國國內有限責任公司人民幣1,000,000元 100% – 100% 物業租賃

Wuxi Golden Wheel Glory

Commercial Co., Ltd.*


company

RMB1,000,000 100% – 100% Property leasing

南京金輪星致酒店有限公司中國國內有限責任公司人民幣5,000,000元 100% – 100% 酒店營運Nanjing Golden Wheel Xingzhi Hotel

Co., Ltd.*


company


南京星豪裝飾工程有限公司中國國內有限責任公司人民幣1,000,000元 100% – 100% 物業裝修Nanjing Xinghao Decoration

Engineering Co., Ltd*


company

RMB1,000,000 100% – 100% Property decoration

南京綠寶金輪置業有限公司中國中外合資企業人民幣

651,000,000元100% – 100% 房地產開發

Nanjing Emerald Golden Wheel Real

Estate Co., Ltd*


南京金輪酒店管理有限公司中國外商獨資企業 2,000,000美元 100% – 100% 投資控股Nanjing Golden Wheel Hotel



enterprise

US$2,000,000 100% – 100% Investment holding








本公司所持有


Name of company


and business

Form of business

structure


and paid up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


無錫翡翠金輪置業有限公司中國國內有限責任公司人民幣20,000,000元 100% – 100% 房地產開發Wuxi Jade Golden Wheel Real Estate

Co., Ltd.*


company


長沙金輪星豪酒店有限公司中國國內有限責任公司人民幣5,000,000元 100% – 100% 酒店營運Changsha Golden Wheel Xinghao

Hotel Co., Ltd.


company


南京藍寶金輪置業有限公司中國中外合資企業人民幣20,000,000元 100% – 100% 房地產開發Nanjing Sapphie Golden Wheel Real

Estate Co., Ltd.*


南京珍寶金輪置業有限公司中國中外合資企業人民幣20,000,000元 100% – 100% 房地產開發Nanjing Jumbo Golden Wheel Realty

Company Limited


南京紅寶金輪置業有限公司中國中外合資企業 30,000,000美元 100% – 100% 房地產開發Nanjing Ruby Golden Wheel Real

Estate Co., Ltd.*

the PRC Sino-foreign joint venture US$30,000,000 100% – 100% Property development

無錫市益眾房地產開發有限公司中國外商獨資企業人民幣

230,000,000元100% – 100% 房地產開發

Wuxi Yizhong Real Estate

Development Co., Ltd*


enterprise









本公司所持有


Name of company


and business

Form of business

structure


and paid up capital

and debt securities

Group’s

effective

interest

Held

by the

Company

Held

by a


南京碧璽商業管理有限公司中國外商獨資企業人民幣

5,000,000元100% – 100% 房地產業務管理

Nanjing Tourmaline Business

Management Company Limited


enterprise

RMB5,000,000 100% – 100% Property operation

揚州蘇房投置業有限公司

（附註1）中國中外合資企業人民幣

20,000,000元32.64% – 32.64% 房地產開發

Yangzhou Sufangtou Real Estate Co.,

(Note 1)*

the PRC Sino-foreign joint venture RMB20,000,000 32.64% – 32.64% Property development

揚州市經濟技術開發區金輪星悅酒店管理有限公司

中國國內有限責任公司人民幣2,000,000元 100% – 100% 酒店營運


Development Zone Golden Wheel

Sing Yuet Hotel Management Co.,

Ltd.


company


* The English translation of the above companies are for reference only. Their

official names are in Chinese.

Note 1: The entity is accounted for as a subsidiary as in accordance with the investment

agreement. The board of directors of the entity can direct the relevant activities

of the entity. Since the Group is able to appoint more than half of the directors in

the board of the entity, the directors of the Group consider that the Group is able

to exercise control to the entity.


* 上述公司的英文翻譯僅供參考。該等公司的官方名稱為中文。

附註1：該實體根據投資協議入賬列為附屬公司，該實體董事會可指導實體的相關活動。由於本集團可委任該實體董事會中半數以上的董事，因此本集團董事認為本集團能夠對該實體行使控制權。




16 於聯營公司的權益

下表僅載列重大聯營公司的詳情，其均為並無市場報價的非上市公司實體：

16 INTERESTS IN ASSOCIATES

The following list contains only the particulars of material associates, all

of which are unlisted corporate entities whose quoted market price is not

available:





Name of associate

Form of business

structure



Group’s

effective

interest

Held

by the

Company

Held

by a



南京名寓置業有限公司

（「南京名寓」）國內有限責任公司中國 730百萬元 33% 0% 33% 房地產開發（附註1）

Nanjing Mingyu Real Estate Co.,

Ltd.* (“Nanjing Mingyu”)


company

The PRC 730 million 33% 0% 33% Property development

(Note 1)

南京銳昱房地產開發有限公司（「南京銳昱」）

國內有限責任公司中國 20百萬元 25% 0% 25% 房地產開發（附註2）

Nanjing Ruiyu Real Estate


(“Nanjing Ruiyu”)


company

The PRC 20 million 25% 0% 25% Property development

(Note 2)

常州市沛淩房地產開發

有限公司（「常州沛淩」）中外合資企業中國 750百萬元 13.33% 0% 13.33% 房地產開發（附註3）

Changzhou Peiling Real Estate


(“Changzhou Peiling”)

Sino-foreign joint venture The PRC 750 million 13.33% 0% 13.33% Property development

(Note 3)

江蘇房投城市發展股份

有限公司（「江蘇房投」）國內有限責任公司中國 1,000百萬元 18% 0% 18% 投資控股（附註4）

Jiangsu Realty Investment Urban


（”Jiangsu Fangtou”）


company

The PRC 1,000 million 18% 0% 18% Investment holding

(Note 4)








附註1：於二零一七年一月，本集團與另外兩名獨立第三方共同成立南京名寓，向其作出注資人民幣240,900,000元並持有33%

股權。南京名寓為於中國成立的有限責任公司，從事房地產開發業務。於二零一九年，南京名寓於中國南京開始交付物業。

附註2：於二零一七年十月，本集團與另外三名獨立第三方共同成立南京銳昱，向其作出注資人民幣5,000,000元並持有25%股權。南京銳昱為於中國成立的有限責任公司，從事房地產開發業務。於二零一九年，南京銳昱於中國南京開始交付物業。

附註3：於二零一七年十二月，本集團與另外兩名獨立第三方共同成立常州沛淩，向其作出注資人民幣 100,000,000元並持有13.33%股權。本集團亦於常州沛淩董事會中委任一名董事，因此，本集團董事認為本集團對常州沛淩有重大影響力。常州沛淩為於中國成立的有限責任公司，從事房地產開發業務。於二零一八年，常州沛淩已於中國常州啟動物業發展項目。

附註4：於二零一九年九月，本集團與另外五名獨立第三方成立江蘇房投，本集團向其作出注資人民幣18,000,000元並持有18%股權。本集團有權於江蘇房投的董事會中委任一名董事，因此，本集團董事認為本集團對江蘇房投有重大影響力。江蘇房投為一間於中國成立的股份有限公司，從事房地產投資。於二零一九年，江蘇房投於中國揚州投資房地產開發項目。

上述所有聯營公司使用權益法計入綜合財務報表。


Note 1: In January 2017, Nanjing Mingyu was established by the Group and other two


of RMB240,900,000 and has a 33% equity interest. Nanjing Mingyu is a limited


2019, Nanjing Mingyu has commenced delivery of properties in Nanjing, PRC.

Note 2: In October 2017, Nanjing Ruiyu was established by the Group and other three


of RMB5,000,000 and has a 25% equity interest. Nanjing Ruiyu is a limited


2019, Nanjing Ruiyu has commenced delivery of project in Nanjing, PRC.

Note 3: In December 2017, Changzhou Peiling was established by the Group and

other two independent third parties, among which the Group injected capital

contribution of RMB100,000,000 and has a 13.33% equity interest. The

Group is able to appoint a director in the board of directors of Changzhou

Peiling and therefore the directors of the Group consider that the Group has

significant influence over Changzhou Peiling. Changzhou Peiling is a limited


2018, Changzhou Peiling has commenced a property development project in

Changzhou, PRC.

Note 4: In September 2019, Jiangsu Fangtou was established by the Group and other five


of RMB18,000,000 and has a 18% equity interest. The Group is able to appoint

a director in the board of directors of Jiangsu Fangtou and therefore the directors

of the Group consider that the Group has significant influence over Jiangsu

Fangtou. Jiangsu Fangtou is a company limited by shares established in PRC

and engaged in property investment. In 2019, Jiangsu Fangtou has invested a

property development project in Yangzhou, PRC.

All of the above associates are accounted for using the equity method in the

consolidated financial statements.





已就會計政策的任何差異作出調整之重大聯營公司的財務資料概要與綜合財務報表內的賬面值的對賬披露如下：


Summarised financial information of the material associates, adjusted for any

differences in accounting policies, and reconciled to the carrying amounts in

the consolidated financial statements, are disclosed below:

南京名寓

Nanjing Mingyu


（附註）(Note)


聯營公司賬面總值 Gross amounts of the associate’s

流動資產 Current assets 864,275 1,606,828


流動負債 Current liabilities (233,575) (1,129,408)

非流動負債 Non-current liabilities – (7,723)

權益 Equity (1,051,747) (736,815)

收益 Revenue 713,177 –

持續經營溢利 Profit from continuing operations 314,931 17,101



與本集團於聯營公司的

權益對賬Reconciled to the Group’s interests

in the associate

聯營公司資產淨值的賬面總值 Gross amounts of net assets of the associate 1,051,747 736,815


綜合財務報表之賬面值 Carrying amount in the consolidated


Note: The associates have initially applied IFRS 16 using the modified retrospective

approach and there is no material impact on the opening balances at 1 January

2019.

附註：聯營公司已使用經修訂追溯法初始應用國際財務報告準則第16號，且並無對於二零一九年一月一日的期初結餘造成任何重大影響。





個別非重大聯營公司的匯總資料：


Aggregate information of associates that are not individually material:



綜合財務報表內個別非重大

聯營公司的賬面總值Aggregate carrying amount of individually

immaterial associates in the consolidated


本集團應佔該等聯營公司的總額 Aggregate amounts of the Group’s share of those

associates’

持續經營溢利╱（虧損） Profit/(loss) from continuing operations 1,123 (1,975)


全面收益總額 Total comprehensive income 1,123 (1,975)




17 於合營企業的權益

以下乃本集團於二零一九年十二月三十一日於合營企業的權益詳情，該等權益使用權益法計入綜合財務報表內：

17 INTERESTS IN JOINT VENTURES

Details of the Group’s interest in joint ventures 31 December 2019, which

is accounted for using the equity method in the consolidated financial

statements, are as follows:

擁有權權益佔比 Proportion of ownership interest

合營企業名稱業務結構形式註冊成立及營業地點註冊資本本集團



Name of joint ventureForm of business structure

Place of incorporation and business Registered capital

Group’seffectiveinterest

Held by the

Company

Held by a


寶龍金輪珊瑚有限公司（「寶龍金輪珊瑚」）（附註1）

有限責任公司英屬處女群島（「英屬處女群島」）

50,000美元 49% 49% 0% 投資控股

Powerlong Golden Wheel Coral Company Limited (“Powerlong Golden Wheel Coral”) *(Note 1)


British Virgin Islands (“BVI”)

US$50 thousand 49% 49% 0% Investment holding

寶龍金輪國際創譽有限公司（「寶龍金輪創譽」）（附註1）

有限責任公司香港 10百萬港元 49% 0% 49% 投資控股

Powerlong Golden Wheel International Famous Limited * (“Powerlong Golden Wheel Famous”) (Note 1)


Hong Kong HK$10 million 49% 0% 49% Investment holding

揚州金輪寶龍置業有限公司（「揚州金輪寶龍置業」）（附註1）

外商獨資企業中國 61百萬美元 49% 0% 49% 房地產開發

Yangzhou Golden Wheel Powerlong Realty Co., Ltd.* (“Yangzhou Golden Wheel Powerlong Realty”) (Note 1)

Wholly-foreign invested enterprise

The PRC US$61 million 49% 0% 49% Property development

揚州嘉世威建設發展有限公司（「揚州嘉世威」）（附註2）

國內有限公司中國人民幣140百萬元 20% 0% 20% 房地產開發

Yangzhou Jiashiwei Construction Development Limited* (“Yangzhou Jiashiwei”) (Note 2)

Domestic limited liability company

The PRC RMB140 million 20% 0% 20% Property development


names are in Chinese.* 上述公司的英文名稱僅供參考。彼等的中

文名稱乃正式名稱。





附註1：於二零一九年及二零一八年十二月三十一日，本集團持有寶龍金輪珊瑚的49%股本投資，而寶龍金輪珊瑚持有寶龍金輪創譽的全部權益，而寶龍金輪創譽持有揚州金輪寶龍置業的全部股權（統稱為「珊瑚集團」）。

根據合營企業協議，珊瑚集團由本集團及另一訂約方共同控制，因為影響其參與珊瑚集團業務回報之相關活動需要本集團及共同持有控制權的另一訂約方之一致同意。因此，珊瑚集團乃入賬列為本集團之合營企業。

附註2：於二零一九年及二零一八年十二月三十一日，本集團持有揚州嘉世威20%的股權。根據合營企業協議，揚州嘉世威由本集團及其他訂約方共同控制，因為影響其參與揚州嘉世威業務回報之相關活動需要本集團及共同持有控制權的其他訂約方之一致同意。因此，揚州嘉世威乃入賬列為本集團之合營企業。


Note 1: At 31 December 2019 and 2018, the Group holds 49% of the equity investments

of Powerlong Golden Wheel Coral, which holds 100% interests in Powerlong

Golden Wheel Famous and which in turn holds 100% equity interests in

Yangzhou Golden Wheel Powerlong Realty (collectively referred to as the “Coral

Group”).

Under the joint venture agreement, the Coral Group is jointly controlled by

the Group and the other party because the relevant activity affecting its returns

from its involvement with the Coral Group requires the unanimous consent of

the Group and other party sharing the control. Therefore the Coral Group is

accounted for as a joint venture of the Group.

Note 2: At 31 December 2019 and 2018, the Group holds 20% of the equity interests

of Yangzhou Jiashiwei. Under the joint venture agreement, Yangzhou Jiashiwei

is jointly controlled by the Group and other parties because the relevant activity

affecting its returns from its involvement with the Yangzhou Jiashiwei requires

the unanimous consent of the Group and other parties sharing the control.

Therefore, Yangzhou Jiashiwei is accounted for as a joint venture of the Group.





已就會計政策的任何差異作出調整之珊瑚集團的財務資料概要與綜合財務報表內賬面值之對賬披露如下：


Summarised financial information of Coral Group, adjusted for any differences

in accounting policies, and a reconciliation to the carrying amount in the

consolidated financial statements, are disclosed below:


（附註3）(Note 3)


珊瑚集團總值 Gross amounts of Coral Group

流動資產 Current assets 596,738 533,757


流動負債 Current liabilities (252,507) (187,675)

非流動負債 Non-current liabilities (278,220) (293,220)

權益 Equity (787,951) (771,869)

上述資產及負債包括： Included in the above assets and liabilities:


非流動金融負債 Non-current financial liabilities (220,000) (235,000)

收益 Revenue 39,202 110,055

持續經營業務溢利 Profit from continuing operations 16,082 208,751



上述溢利包括： Included in the above profit:

折舊及攤銷 Depreciation and amortisation 720 764

利息收入 Interest income 197 207

與本集團於珊瑚集團的權益對賬 Reconciled to the Group’s interest in

Coral Group

珊瑚集團資產淨值總額 Gross amounts of Coral Group net assets 787,951 771,869


本集團權益賬面值 Carrying amount of the Group’s interest 386,096 378,216





附註3：該等合營企業已使用經修訂追溯法初始應用國際財務報告準則第16號，且並無對於二零一九年一月一日的期初結餘造成重大影響。

個別非重大合營企業的匯總資料：


Note 3: The joint ventures have initially applied IFRS 16 using the modified retrospective

approach and there is no material impact on the opening balances at 1 January

2019.

Aggregate information of joint ventures that are not individually material:



綜合財務報表內個別非

重大合營企業的賬面總值Aggregate carrying amount of individually

immaterial joint venture in the consolidated


本集團應佔該等合營企業

以下項目總額Aggregate amounts of the Group’s share

of the joint venture’s

持續經營業務虧損 Loss from continuing operations (1,810) (326)


全面收益總額 Total comprehensive income (1,810) (326)




18 其他金融資產 18 OTHER FINANCIAL ASSETS



按公平值計入損益的金融資產 Financial assets measured at FVTPL

－持作買賣 – Held-for-trading 5,525 86,189

－非上市股本證券（附註） – Unlisted equity securities (Note) 203,144 173,002

－其他 – Others 10,760 –

按公平值計入其他全面收益

的金融資產Financial assets measured at FVTOCI

7,763 9,911

227,192 269,102

減：流動資產項下一年內到期 Less: Amounts due within one year shown under

current assets (5,525) (86,189)

非流動資產款項 Amounts shown under non-current assets 221,667 182,913

Note: The unlisted equity securities represent an equity interests in Xiamen

International Bank Co., Ltd. (“XIB”), a licensed commercial bank established

in the PRC and is principally engaged in the banking business, retail banking

and funding business. The carrying amount is measured at fair value at the end

of the reporting period. At the end of reporting period, total carrying amount

of RMB203,144,000 were pledged to banks to secure certain banking facilities


19 PROPERTIES UNDER DEVELOPMENT FOR SALE

At 31 December 2019, the Group’s properties under development for sale are

situated in the PRC and Hong Kong. All of the properties under development

for sales are stated at the lower of cost and net realisable value. At the end

of reporting period, certain of the Group’s properties under development for

sale with a carrying amount of approximately RMB2,997,061,000 (2018:

RMB1,736,391,000) were pledged to banks to secure certain banking

facilities granted to the Group.

附註：非上市股本證券指廈門國際銀行股份有限公司（「廈門國際銀行」）的股權，該銀行為一間於中國成立的持牌商業銀行，主要從事銀行業務、零售銀行及融資業務。賬面值於報告期末按公平值計量。於報告期末，總賬面值人民幣203,144,000元已抵押予銀行，以為本集團獲授的若干銀行融資作擔保。

19 開發中待售物業

於二零一九年十二月三十一日，本集團之開發中待售物業位於中國及香港。所有開發中待售物業乃按成本與可變現淨值之較低者列賬。於報告期末，本集團賬面值約人民幣2,997,061,000元（二零一八年：人民幣1,736,391,000元）之若干開發中待售物業已抵押予銀行，以為本集團獲授之若干銀行融資作擔保。




20 已竣工待售物業

於二零一九年十二月三十一日，本集團已竣工待售物業位於中國。所有已竣工待售物業乃按成本與可變現淨值之較低者列賬。於報告期末，本集團賬面值約人民幣508,245,000元（二零一八年：人民幣123,719,000元）之若干已竣工待售物業已抵押予銀行，以為本集團獲授之若干銀行融資作擔保。

21 合約成本

20 COMPLETED PROPERTIES FOR SALE

At 31 December 2019, the Group’s completed properties for sale are situated

in the PRC. All completed properties for sales are stated at the lower of cost

and net realisable value. At the end of reporting period, certain of the Group’s

completed properties for sale with a carrying amount of approximately

RMB508,245,000 (2018: RMB123,719,000) were pledged to banks to

secure certain banking facilities granted to the Group.

21 CONTRACT COSTS



獲得合約的增量成本 Incremental costs to obtain contracts 6,473 1,793

Contract costs capitalised as at 31 December 2019 and 2018 relate to the

incremental sales commissions paid to sales employees and property agents

whose selling activities resulted in customers entering into sale and purchase

agreements for the Group’s properties which are still under construction

at the reporting date. Contract costs are recognised as part of selling and

marketing expenses in the consolidated statement of profit or loss in the

period in which revenue from the related property sales is recognised. The

amount of capitalised costs recognised in profit or loss during the year was

RMB1,793,000 (2018: RMB3,441,000). There was no impairment in

relation to the opening balance of capitalised costs or the costs capitalised

during the year.

於二零一九年及二零一八年十二月三十一日資本化之合約成本與支付予銷售僱員及房地產代理（彼等的銷售活動促使客戶就本集團於報告日期仍在建的物業訂立買賣協議）的增量銷售佣金有關。合約成本於相關物業銷售收益確認之期間在綜合損益表確認為銷售及營銷開支的一部分。於年內在損益確認之資本化成本金額為人民幣1,793,000元（二零一八年：人民幣3,441,000

元）。年內概無有關資本化成本期初結餘或資本化成本的減值。




22 貿易及其他應收款項

貿易應收款項主要包括銷售物業的若干代價以及自置投資物業及分租物業的應收租金。銷售物業之代價須根據相關買賣協議條款收取。租金一般會預先收取。然而，可能會酌情授予若干客戶較長的信貸期。

22 TRADE AND OTHER RECEIVABLES

Trade receivables mainly comprises certain consideration for sale of properties

and rental receivable in respect of self-owned investment properties and sub-

leased properties. Consideration in respect of sale of properties is receivable in

accordance with the terms of related sale and purchase agreements. Rentals

are usually received in advance. However, longer credit periods might grant

to certain customers on a discretions basis.



貿易應收款項 Trade receivables 169,141 92,534

應收聯營公司及合營企業款項 Amount due from associates and joint

ventures (i) 45,065 15,106

其他應收款項 Other debtors 94,852 106,751

減：信貸虧損撥備 Less: Allowance for credit losses (27,714) (27,714)

按攤銷成本計量的金融資產 Financial assets measured at amortised cost 281,344 186,677

給予承包商的墊款 Advances to contractors (i) 19,933 21,404

其他預付稅項 Other taxes prepaid (ii) 47,496 41,294

348,773 249,375

Notes:

(i) The advances to associates, joint ventures and contractors are unsecured, interest-

free and repayable on demand.

(ii) Included in other taxes prepaid are value added tax receivables in PRC arising from

the sales of property.

附註：

(i) 給予聯營公司、合營企業及承包商的墊款為無抵押、免息及須按要求償還。

(ii) 其他預付稅項包括在中國因銷售物業所產生的應收增值稅。




22 貿易及其他應收款項（續）

賬齡分析於報告期末，基於物業交付日╱服務提供日呈列的貿易應收款項（扣除信貸虧損撥備）的賬齡分析如下：

22 TRADE AND OTHER RECEIVABLES (Continued)

Ageing analysis

As of the end of the reporting period, the ageing analysis of trade receivables

net of allowance for credit losses presented based on the date of delivery of

properties/date of rendering of services, is as follows:



30天內 Within 30 days 166,297 90,220

31至60天 31 to 60 days 1,711 1,739

61至180天 61 to 180 days 1,133 575

169,141 92,534

All of the other trade and other receivables are expected to be recovered or

recognised as expense within one year.

Further details on the Group’s credit policy and credit risk arising from trade

debtors and bills receivable are set out in note 34(a).

所有其他貿易及其他應收款項預期於一年內收回或確認為開支。

有關本集團信貸政策及貿易債權人及應收款項所產生的信貸風險載於附註34(a)。




23 受限制銀行存款 23 RESTRICTED BANK DEPOSITS



其他受限制存款 Other restricted deposits (i) 197,510 79,983

就客戶獲授的擔保抵押的存款 Deposits pledged for guarantees granted to

customers (ii) 10,349 9,375

就銀行貸款抵押的存款 Deposits pledged for bank loans (iii) 566,500 186,500

774,359 275,858

分析如下： Analysed as:

流動 Current 604,359 205,858

非流動 Non-current 170,000 70,000

774,359 275,858

Notes:

(i) The amounts represent bank deposits in RMB placed with certain banks in the PRC

and the usage of which are restricted to certain of the Group’s property development

projects in the PRC. The restricted bank deposits will be released when the property

projects obtain the certification of the completion.

(ii) The amounts represent bank deposits in RMB pledged to banks as security for

certain mortgage loans granted by the banks to the Group’s customers. The

restricted bank deposits will be released upon receiving the building ownership

certificate of the respective properties by the banks from the customers as a pledge

for security to the mortgage loans granted. In the opinion of the directors of the

Company, the building ownership certificates will be granted within the next

twelve months.

(iii) The amounts represent bank deposits in RMB pledged to banks as security for

certain bank borrowings.

附註：

(i) 該等款項指存置於中國若干銀行的人民幣銀行存款及僅可用於本集團於中國的若干房地產開發項目。受限制銀行存款將於物業項目獲得竣工證後解除。

(ii) 該等款項指抵押予銀行作為本集團客戶獲銀行授予若干按揭貸款的抵押品的人民幣銀行存款。受限制銀行存款在銀行收到客戶向銀行提交相關物業的房屋所有權證作為授出按揭貸款的抵押品後將會解除。本公司董事認為，房屋所有權證將於未來十二個月授出。

(iii) 該等款項指抵押予銀行作為若干銀行借款的抵押品的人民幣銀行存款。




23 受限制銀行存款（續）

受限制銀行存款的固定利率如下：

23 RESTRICTED BANK DEPOSITS (Continued)

The restricted bank deposits carry fixed interest rates as follows:



年利率範圍 Range of interest rate per annum 0.3%–3.575 % 0.3%–3.15%


(a) Cash comprise:



手頭現金 Cash in hand 1,068 1,277

銀行現金 Cash at bank 978,140 574,774

總計 Total 979,208 576,051

24 現金及其他現金流量資料

(a) 現金由以下組成：





(b) 除稅前溢利與經營所得╱（所用）現金之對賬：


(Continued)

(b) Reconciliation of profit before taxation to cash generated from/(used in) operations:


（附註）(Note)



對以下各項作出調整： Adjustments for:

投資物業公平值變動 Changes in fair value of investment

properties 13(a) (171,958) (465,863)

按公平值計入損益的金融資產公平值變動

Changes in fair value of financial assets

measured at FVTPL 5(b) (32,548) 11,267

按公平值計入其他全面收益的金融資產減值虧損

Impairment loss of financial assets

measured at FVTOCI 2,287 16,885

物業、廠房及設備折舊 Depreciation of property, plant and

equipment 6(c) 31,044 18,180

財務成本 Finance costs 6(a) 186,273 178,918

按公平值計入損益的金融資產的股息收入



銀行存款利息收入 Interest income from banks deposits 5(a) (18,035) (16,939)

金融資產利息收入 Interest income from financial assets (2,077) (20,509)

出售按公平值計入損益的

金融資產收益Gain on disposal of financial assets

measured at FVTPL 5(a) (3,579) –

出售附屬公司收益 Gain on disposal of a subsidiary 5(b) (63,918) –

終止確認按公平值計入其他

全面收益的金融資產虧損Loss from derecognition of financial

assets measured at FVTOCI – 2,170

購回優先票據的虧損╱（收益） Loss/(gain) on repurchase of senior notes 5(c) 20,236 (2,892)

分佔聯營公司的溢利 Share of profits of associates 16 (105,050) (3,668)

分佔合營企業的溢利 Share of profits of joint ventures 17 (6,070) (101,962)

出售物業、廠房及設備虧損 Loss on disposal of property, plant and

equipment 5(b) – 190

以股本結算股份支付款項開支 Equity-settled share-based payment

expenses 229 229

匯兌虧損 Foreign exchange losses 85,999 231,797





(b) 除稅前溢利與經營所得╱（所用）現金之對賬：（續）


（附註）(Note)


營運資本變動： Changes in working capital:

開發中待售物業增加 Increase in properties under development

for sale (354,684) (2,020,926)

已竣工待售物業（增加）╱減少 (Increase)/decrease in completed

properties for sale (531,435) 473,553

貿易及其他應收款項增加 Increase in trade and other receivables (63,773) (77,568)

持作開發以供銷售的租賃土地之預付款項減少

Decrease in prepayments for leasehold

land held for development for sale – 326,578

貿易及其他應付款項增加 Increase in trade and other payables 540,009 164,277

合約負債增加╱（減少） Increase/(decrease) in contract liabilities 479,567 (184,154)

合約成本（增加）╱減少 (Increase)/decrease in contract costs (4,680) 3,441

預收租金（減少）╱增加 (Decrease)/Increase in rental

received in advance (13,519) 2,493

受限制銀行存款增加 Increase in restricted bank deposits (118,501) –

經營所得╱（所用）現金 Cash generated from/(used in) operations 302,724 (676,031)



and lease liabilities relating to leases which were previously classified as operating

leases under IAS 17. Previously, cash payments under operating leases made by

the Group as a lessee of RMB42,665,000 were classified as operating activities

in the consolidated cash flow statement. Under IFRS 16, except for short-term

lease payments, payments for leases of low value assets and variable lease payments

not included in the measurement of lease liabilities, all other rentals paid on

leases are now split into capital element and interest element (see note 24(c)) and

classified as financing cash outflows. Under the modified retrospective approach,

the comparative information is not restated. Further details on the impact of the

transition to IFRS 16 are set out in note 2(c).


(Continued)

(b) Reconciliation of profit before taxation to cash generated from/(used in) operations: (Continued)

附註：本集團使用經修訂追溯法初始採用國際財務報告準則第16號並對二零一九年一月一日的期初結餘進行調整，以確認與過往分類為國際會計準則第17號項下經營租賃的租賃有關的使用權資產及租賃負債。之前，本集團作為承租人根據經營租賃支付的現金款項人民幣42,665,000元於綜合現金流量表內分類為經營活動。根據國際財務報告準則第16號，除短期租賃付款、低值資產租賃付款以及未計入租賃負債計量的變量租賃付款外，所有其他按租約支付的租金現分為資金部分和利息部分（見附註24(c)），並分類為融資現金流出。根據經修訂追溯法，毋須重述比較資料。有關過渡至國際財務報告準則第16號的影響的進一步詳情載於附註2(c)。





(c) 融資活動之負債對賬下表詳列本集團融資活動之負債變動，包括現金及非現金變動。融資活動產生之負債乃指其現金流量或未來現金流量於本集團綜合現金流量表中分類為或將分類為融資活動現金流量之負債。


(Continued)

(c) Reconciliation of liabilities arising from financing activities

The table below details changes in the Group’s liabilities from financing

activities, including both cash and non-cash changes. Liabilities arising from

financing activities are liabilities for which cash flows were, or future cash

flows will be, classified in the Group’s consolidated cash flow statement as

cash flows from financing activities.

銀行貸款應付利息優先票據應付聯營公司及合營企業款項股息租賃負債非控股權益總額

Bank loansInterest


Amount due to associates and joint ventures Dividends Lease liabilities

Non-controlling

interests Total人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000（附註28）（附註29）（附註25）（附註32(b)）（附註27）

(note 28) (note 29) (note 25) (note 32(b)) (note 27)


At 31 December 20182,529,263 75,206 3,326,739 311,905 – – – 6,243,113

初始採納國際財務報告準則第16號的影響（附註）

Impact on initial application of IFRS 16 (Note)

– – – – – 291,689 – 291,689

於二零一九年一月一日 At 1 January 2019 2,529,263 75,206 3,326,739 311,905 – 291,689 – 6,534,802


新銀行貸款所得款項 Proceeds from new bank loans 2,902,580 – – – – – – 2,902,580償還銀行貸款 Repayment of bank loans (1,722,920) – – – – – – (1,722,920)聯營公司及合營企業墊款

Advances from associates and joint ventures – – – 165,045 – – – 165,045

向聯營公司及合營企業還款

Repayments to associates and joint ventures – – – (38,091) – – – (38,091)

已付租賃租金資本部分 Capital element of lease rentals paid – – – – – (24,118) – (24,118)已付租賃租金利息部分 Interest element of lease rentals paid – – – – – (18,547) – (18,547)發行優先票據所得款項 Proceeds from issue of senior notes – – 1,224,475 – – – – 1,224,475發行優先票據應佔開支款項

Payment of expense attributable to issue of senior notes – – (18,014) – – – – (18,014)

購回優先票據 Repurchase of senior note – – (1,018,394) – – – – (1,018,394)償還優先票據本金 Repayment of principal of senior

notes – – (966,344) – – – – (966,344)已付利息 Interest paid – (387,250) – – – – – (387,250)已付股息 Dividends paid – – – – (30,120) – – (30,120)非控股股東注資 Capital injection from non-

controlling shareholders – – – – – – 13,472 13,472

融資現金流量變動總額 Total changes from financing cash flows 1,179,660 (387,250) (778,277) 126,954 (30,120) (42,665) 13,472 81,774




銀行貸款應付利息優先票據應付聯營公司及合營企業款項股息租賃負債非控股權益總額

Bank loansInterest


Amount due to associates and joint ventures Dividends Lease liabilities

Non-controlling

interests Total人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000（附註28）（附註29）（附註25）（附註32(b)）（附註27）

(note 28) (note 29) (note 25) (note 32(b)) (note 27)

匯兌調整 Exchange adjustments 28,708 – 49,189 – – – – 77,897



Increase in lease liabilities from entering into new leases during the year – – – – – 24,896 – 24,896

利息開支（附註6(a)） Interest expenses (note 6(a)) 165,187 – 320,069 – – 18,547 – 503,803贖回優先票據虧損（附註5(c)）

Loss on redemption of senior notes (note 5(c)) – – 20,236 – – – – 20,236

分期償還優先票據及銀行貸款

Amortization of senior notes and bank loan (161,025) 412,470 (251,445) – – – – –

已宣派股息 Dividends declared – – – – 30,120 – – 30,120非控股權益的其他變動總額

Total other changes of non-controlling interests – – – – – – (33) (33)

其他變動總額 Total other changes 4,162 412,470 88,860 – 30,120 43,443 (33) 579,022


At 31 December 20193,741,793 100,426 2,686,511 438,859 – 292,467 13,439 7,273,495


(Continued)










(Continued)


Bank loansInterest

payables Senior notes Bonds

Amount due toassociates and joint ventures Dividends Total

銀行貸款應付利息優先票據債券應付聯營公司及合營企業款項股息總計

人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000（附註28）（附註29）（附註25）（附註32(b)）

(note 28) (note 29) (note 25) (note 32(b))

於二零一八年一月一日 At 1 January 2018 1,661,159 77,966 1,891,802 18,216 169,806 – 3,818,949


新銀行貸款所得款項 Proceeds from new bank loans 1,189,623 – – – – – 1,189,623償還銀行貸款 Repayment of bank loans (394,507) – – – – – (394,507)聯營公司及合營企業墊款 Advances from associates and joint

ventures – – – – 168,065 – 168,065向聯營公司及合營企業還款 Repayments to associates and joint

ventures – – – – (25,966) – (25,966)發行優先票據所得款項 Proceeds from the issue of senior notes – – 1,258,455 – – – 1,258,455購回優先票據 Repurchase of senior note – – (76,840) – – – (76,840)償還債券 Repayment of bonds – – – (19,665) – – (19,665)已付利息 Interests paid (3,150) (313,052) – – – – (316,202)已付股息 Dividends paid – – – – – (75,539) (75,539)

融資現金流量變動總額 Total changes from financing cash flows 791,966 (313,052) 1,181,615 (19,665) 142,099 (75,539) 1,707,424

匯兌調整 Exchange adjustments 76,138 357 203,108 1,092 – – 280,695


利息開支（附註6(a)） Interest expenses (note 6(a)) – 97,301 264,661 1,436 – – 363,398贖回優先票據收益（附註5(c)）

Gain on redemption of senior notes (note 5(c)) – – (2,892) – – – (2,892)

已宣派股息 Dividends declared – – – – – 75,539 75,539分期償還優先票據及債券 Amortization of senior notes and bonds – 212,634 (211,555) (1,079) – – –

其他變動總額 Total other changes – 309,935 50,214 357 – 75,539 436,045


At 31 December 20182,529,263 75,206 3,326,739 – 311,905 – 6,243,113


and adjusted the opening balances at 1 January 2019 to recognise lease liabilities


See notes 2(c) and 24(b).

附註：本集團已使用經修訂追溯法初始應用國際財務報告準則第16號，並對於二零一九年一月一日的期初結餘進行調整，以確認與過往根據國際會計準則第17號分類為經營租賃的租賃有關的租賃負債。見附註2(c)

及24(b)。





(d) 租賃現金流出總額計入現金流量表的租賃款項包括如下：


(Continued)

(d) Total cash outflow for leases

Amounts included in the cash flow statement for leases comprise the

following:


（附註）(Note)


經營現金流量 Within operating cash flows – 34,850

融資現金流量 Within financing cash flows 42,665 –

42,665 34,850

Note: As explained in the note 24(b), the adoption of IFRS 16 introduces a change

in classification of cash flows of certain rentals paid on leases. The comparative

amounts have not been restated.

These amounts relate to the following:



已付租賃租金 Lease rentals paid 42,665 34,850

附註：誠如附註24(b)所解釋，採納國際財務報告準則第16號導致若干租賃已付租金的現金流量分類變動。並未重述比較金額。

該等金額與下列金額有關：




25 貿易及其他應付款項 25 TRADE AND OTHER PAYABLES



貿易應付款項 Trade payables 886,378 485,015

其他應付款項 Other payables 483,621 341,173

應付聯營公司及合營企業款項 Amounts due to associates and

joint ventures (i) 438,859 311,905

1,808,858 1,138,093

Note:

(i) Amounts due to associates and joint ventures are unsecured, interest free and

repayment on demand.

As of the end of the reporting period, the ageing analysis of trade payables

presented based on the invoice date, is as follows:



180天內 Within 180 days 823,867 385,537

181至365天 181 to 365 days 22,714 1,448

1年以上 Over 1 year 39,797 98,030

貿易應付款項總額 Total trade payables 886,378 485,015

附註：

(i) 應付聯營公司及合營企業款項為無抵押、免息及須按要求償還。

於報告期末，基於發票日呈列的貿易應付款項的賬齡分析如下：




26 合約負債 26 CONTRACT LIABILITIES



預售物業收取的按金及預付款項 Deposits and prepayments received from pre-sale

of properties 971,179 491,612

The Group receives part of the contract value as a deposit from customers

when they sign the sale and purchase agreements. These deposits are

recognised as a contract liability until the properties are completed and legally

assigned to the customers. The rest of the consideration is typically paid when

legal assignment is completed. However, depending on market conditions,

the Group may offer customers a discount compared to the listed sales price,

provided that the customers agree to pay the balance of the consideration

early while construction is still ongoing, rather than on legal assignment.

Such advance payment schemes result in contract liabilities being recognised

throughout the remaining property construction period for the full amount

of the contract price. In addition, the contract liabilities will be increased

by the amount of interest expense being accrued by the Group to reflect the

effect of any financing benefit obtained from the customers during the period

between the payment date and the completion date of legal assignment. As

this accrual increases the amount of the contract liability during the period

of construction, it therefore increases the amount of revenue recognised when

control of the completed property is transferred to the customer.

於本集團與客戶訂立買賣協議時，本集團收取部分合約價值作為客戶按金。該等按金確認為合約負債，直至物業完工及依法轉讓予客戶。代價的餘下部分通常在合法轉讓完成時支付。然而，本集團或會根據市況在標示銷售價上給予客戶折讓，但前提是客戶同意在施工期間而非在合法轉讓時提前支付餘款。有關墊款計劃產生的合約負債於餘下物業建築期間按合約價格全數確認。此外，合約負債將因本集團應計的利息開支而增加，以反映於支付日期至合法轉讓完成日期期間自客戶獲得的任何融資利益影響。由於該等應計費用使合約負債金額於建築期間增加，因此於已竣工物業控制權轉讓至客戶時增加了已確認收益金額。




26 合約負債（續）

年內，合約負債變動如下：

26 CONTRACT LIABILITIES (Continued)

Movements in contract liabilities during the year are as follows:



於一月一日之結餘 Balance at 1 January 491,612 675,766

因確認計入期初合約負債的年內

收益產生的合約負債減少Decrease in contract liabilities as a result of

recognising revenue during the year that

was included in the contract liabilities at the

beginning of the period (491,612) (675,766)

因提前結算預售活動產生的

合約負債增加Increase in contract liabilities as a result of billing

in advance of pre-sales activities 971,179 491,612

於十二月三十一日之結餘 Balance at 31 December 971,179 491,612

The amount of forward sales deposits and prepayments received from pre-sale

of property is expected to be recognised as income within one year.

從預售物業所收取的預售按金及預付款項金額預期於一年內確認為收入。




27 租賃負債

下表載列本集團於當前及過往報告期末及過渡至國際財務報告準則第16號日期的租賃負債餘下合約到期情況：

27 LEASE LIABILITIES

The following table shows the remaining contractual maturities of the

Group’s lease liabilities at the end of the current and previous reporting

periods and at the date of transition to IFRS 16:

於二零一九年十二月三十一日於二零一九年一月一日At 31 December 2019 At 1 January 2019




最低租賃付項總額

Present value

of the minimum

lease payments

Total

minimum

lease payments

Present value

of the minimum

lease payments

Total

minimum

lease payments


一年內 Within 1 year 43,298 44,798 40,082 41,456

一年後但兩年內 After 1 year but within 2 years 44,015 52,482 38,990 51,062

兩年後但五年內 After 2 years but within 5 years 121,888 147,641 114,611 142,978

五年後 After 5 years 83,266 129,064 98,006 146,588

249,169 329,187 251,607 340,628

292,467 373,985 291,689 382,084

減：未來利息開支總額 Less: total future interest expenses (81,518) (90,395)

租賃負債現值 Present value of lease liabilities 292,467 291,689




Further details on the impact of the transition to IFRS 16 are set out in note 2(c).

附註：本集團使用經修訂追溯法初始採用國際財務報告準則第16號並對二零一九年一月一日的期初結餘進行調整，以確認與過往分類為國際會計準則第17號項下經營租賃的租賃有關的租賃負債。有關過渡至國際財務報告準則第16號的影響詳情載於附註2(c)。




28 銀行貸款

於二零一九年十二月三十一日，須償還銀行貸款情況如下：

28 BANK LOANS

At 31 December 2019, the bank loans were repayable as follows:



一年內或按要求償還 Within 1 year or on demand 2,393,017 1,569,118

一年後但兩年內 After 1 year but within 2 years 483,150 89,463

兩年後但五年內 After 2 years but within 5 years 865,626 870,682

1,348,776 960,145

3,741,793 2,529,263

At 31 December 2019, the bank loans were secured as follows:



抵押 Secured 3,658,836 2,410,976

無抵押 Unsecured 82,957 118,287

3,741,793 2,529,263

於二零一九年十二月三十一日，銀行貸款擔保情況如下：




28 銀行貸款（續）

於各報告期末，本集團為獲取銀行融資向銀行抵押以下資產：

28 BANK LOANS (Continued)

At the end of respective reporting periods, the following assets were pledged

to banks to secure banking facilities granted to the Group:



土地及樓宇 Land and buildings 6,956 400,415

投資物業 Investment properties 3,865,200 4,015,769

按公平值計入損益的金融資產 Financial assets measured at FVTPL 203,144 173,002

開發中待售物業 Properties under development for sale 2,997,061 1,736,391

已竣工待售物業 Completed properties for sale 508,245 123,719

受限制銀行存款 Restricted bank deposits 566,500 186,500

8,147,106 6,635,796

All of the Group’s banking facilities are subject to the fulfilment of covenants

relating to certain of the Group’s balance sheet ratios, as are commonly found

in lending arrangements with financial institutions. If the Group were to

breach the covenants the drawn down facilities would become payable on

demand. The Group regularly monitors its compliance with these covenants.

Further details of the Group’s management of liquidity risk are set out in note

34(b). During the reporting period, in respect of a bank loan with a carrying

amount of RMB401,139,000 and RMB169,983,000 as at 31 December 2019

and 2018 respectively, the Group breached certain of the terms of the bank

loan, which are primarily related to the debt-equity ratio of the Group. Since

the lender has not agreed to waive its right to demand immediate payment

as at the end of the reporting period, the loan has been classified as a current

liability as at 31 December 2019 and 2018. In any event, should the lender

call for immediate repayment of the loan, the Directors believe that adequate

alternative sources of finance are available to ensure that there is no threat to

the continuing operations of the Group.

本集團所有銀行貸款須達成有關本集團若干資產負債表比率的契諾（常見於與金融機構訂立的借貸協議中）後方可作實。倘本集團違反契諾，則須於要求時償還已動用的貸款。本集團定期監察對該等契諾的遵守情況。有關本集團管理流動資金風險的進一步詳情載於附註34(b)。於報告期間，就於二零一九年及二零一八年十二月三十一日賬面值分別為人民幣401,139,000

元及人民幣169,983,000元的銀行貸款而言，本集團違反若干銀行貸款條款，此主要與本集團的債權比率有關。鑒於於報告期末借款人未同意放棄要求立即付款的權利，於二零一九年及二零一八年十二月三十一日，有關貸款已分類為流動負債。倘借款人於任何情況下要求立即償還貸款，董事相信本集團擁有充足備用財務資源，可確保不會對本集團的持續經營構成威脅。




29 優先票據 29 SENIOR NOTES



於一月一日 As at 1 January 3,326,739 1,891,802

年內發行所得款項淨額 Net proceeds from issuing during the year 1,206,461 1,258,455

年內利息 Interest for the year 320,069 264,661

年內已付╱應付利息 Interest paid/payable for the year (251,445) (211,555)

年內匯兌虧損 Exchange loss for the year 49,189 203,108

購回優先票據 Senior notes repurchase (998,158) (79,732)

償還本金 Repayment of principal (966,344) –

於十二月三十一日 As at 31 December 2,686,511 3,326,739

減：列為流動負債 Less: shown as current liabilities (185,149) (1,972,944)

列為非流動負債 Shown as non-current liabilities 2,501,362 1,353,795

On 3 November 2016, the Company issued at par senior notes in an

aggregate principal amount of US$100,000,000 (the “Fourth Senior Notes”).

The Fourth Senior Notes are US$ denominated and listed on the Singapore

Exchange Limited. The Fourth Senior Notes carry interest at a nominal rate

of 8.25% per annum, payable semi-annually in arrears, and matured on 3

November 2019, unless earlier redeemed or repurchased. The purpose of

the Fourth Senior Notes is to refinance existing indebtedness, and to fund

new property projects and for general corporate purposes. During 2018, the

Company repurchased US$12,000,000 of the senior notes. During 2019, the

Company repaid US$88,000,000 of the senior notes.

於二零一六年十一月三日，本公司按面值發行本金總額100,000,000美元的優先票據（「第四批優先票據」）。第四批優先票據以美元計值，並於新加坡證券交易所有限公司上市。第四批優先票據按票面年利率8.25%計息，每半年於期後支付，除非提早贖回或購回，否則將於二零一九年十一月三日到期。發行第四批優先票據旨在為現有債務再融資，及為新物業項目提供資金及作一般公司用途。於二零一八年，本集團購回金額為12,000,000美元之優先票據。於二零一九年，本公司償還金額為88,000,000美元之優先票據。





於二零一七年四月二十五日，本公司進一步於新加坡證券交易所有限公司發行本金總額200,000,000美元的第四批優先票據額外優先票據（「第四批優先票據額外票據」）。第四批優先票據額外票據按票面年利率8.25%計息，每半年於期後支付，除非提早贖回或購回，否則將於二零一九年十一月三日到期。第四批優先票據額外票據的發售價為本金額的101.237%。第四批優先票據額外票據的其他條款與第四批優先票據相同。第四批優先票據額外票據的詳情載於本公司日期為二零一七年四月十一日的公告內。於二零一九年，本公司購回及償還金額為200,000,000美元之優先票據。

於二零一八年一月十一日，本公司按面值發行本金總額200,000,000美元的優先票據（「第五批優先票據」）。第五批優先票據以美元計值，並於新加坡證券交易所有限公司上市。第五批優先票據按票面年利率7%

計息，每半年於期後支付，除非提早贖回或購回，否則將於二零二一年一月十八日到期。發行第五批優先票據旨在為現有債務再融資，及為新物業項目提供資金及作一般公司用途。

於二零一九年二月二十五日，本公司進一步於新加坡證券交易所有限公司發行本金總額160,000,000美元的第五批優先票據額外優先票據（「第五批優先票據額外票據」）。第五批優先票據額外票據的發售價為本金額的89.024%。第五批優先票據額外票據的其他條款與第五批優先票據相同。第五批優先票據額外票據的詳情載於本公司日期為二零一九年二月二十五日的公告內。

於二零一九年九月二十日，本集團進一步於新加坡證券交易所有限公司發行本金總額40,000,000美元的第五批優先票據額外優先票據（「第五批優先票據第二批額外票據」）。第五批優先票據第二批額外票據的發售價為本金額的91.04433%。第五批優先票據額外票據的其他條款與第五批優先票據相同。第五批優先票據額外票據的詳情載於本公司日期為二零一九年九月二十日的公告內。


On 25 April 2017, the Company further issued additional senior notes of the

Fourth Senior Notes in an aggregate principal amount of US$200,000,000

(the “Additional Notes of the Fourth Senior Notes”) listed on the Singapore

Exchange Limited. The Additional Notes of the Fourth Senior Notes carry

interest at a nominal rate of 8.25% per annum, payable semi-annually in

arrears, and will mature on 3 November 2019, unless earlier redeemed

or repurchased. The offering price of the Additional Notes of the Fourth

Senior Notes was 101.237% of the principal amount. The other terms of the

Additional Notes of the Fourth Senior Notes are same to the Fourth Senior

Notes. Details of the Additional Notes of the Fourth Senior Notes are set

out in the Company’s announcement dated 11 April 2017. During 2019, the

Company repurchased and repaid US$200,000,000 of the senior notes.


principal amount of US$200,000,000 (the “Fifth Senior Notes”). The Fifth

Senior Notes are US$ denominated and listed on the Singapore Exchange

Limited. The Fifth Senior Notes carry interest at a nominal rate of 7% per

annum, payable semi-annually in arrears, and will mature on 18 January

2021, unless earlier redeemed or repurchased. The purpose of the Fifth Senior

Notes is to refinance existing indebtedness, and to fund new property projects

and for general corporate purposes.

On 25 February 2019, the Company further issued additional senior notes of


(the “Additional Notes of the Fifth Senior Notes”) listed on the Singapore

Exchange Limited. The offering price of the Additional Notes of the Fifth

Senior Notes was 89.024% of the principal amount. The other terms of

the Additional Notes of the Fifth Senior Notes are same to the Fifth Senior

Notes. Details of the Additional Notes of the Fifth Senior Notes are set out in

the Company’s announcement dated 25 February 2019.

On 20 September 2019, the Group further issued additional senior notes of


(the “Second Additional Notes of the Fifth Senior Notes”) listed on the

Singapore Exchange Limited. The offering price of the Additional Notes of

the Fifth Senior Notes was 91.04433% of the principal amount. The other

terms of the Second Additional Notes of the Fifth Senior Notes are same to

the Fifth Senior Notes. Details of the Additional Notes of the Fifth Senior

Notes are set out in the Company’s announcement dated 20 September 2019.




30 以權益結算以股份為基礎的交易

本公司於二零一二年十二月十日採納購股權計劃（「購股權計劃」），本公司有權按每批購股權1.00港元的代價向本公司或其任何附屬公司或聯營公司的任何執行、非執行或獨立非執行董事或任何僱員（無論全職或兼職）或董事全權酌情認為已為或將為本集團作出貢獻的任何其他人士（統稱「參與者」）授出購股權，以認購本公司股份，主要目的是激勵參與者。購股權計劃由二零一二年十二月十日起計十年內有效。

在未經本公司股東事先批准的情況下，根據購股權計劃可能授出的購股權涉及的股份總數，不得超過本公司於任何時點已發行普通股的10%。在未經本公司股東事先批准的情況下，於任何一年內已經及可能向任何個別人士授出的購股權項下已發行及將予發行的股份數目，不得超過本公司於任何時點已發行普通股的1%。授予主要股東或獨立非執行董事超出本公司股本的0.1%或價值超過5百萬港元的購股權則必須獲得本公司股東事先批准。

行使價由董事釐定，並不低於下述最高者：(i)本公司普通股於授出日期在香港聯交所每日報價表所報的收市價；(ii)緊接授出日期前五個營業日，本公司普通股在香港聯交所每日報價表所報的平均收市價；及 (iii)

本公司普通股的面值。

30 EQUITY SETTLED SHARE-BASED TRANSACTIONS

The Company has a share option scheme (the “Share Option Scheme”)

which was adopted on 10 December 2012 whereby the Company has the

right to grant options to any executive, non-executive or independent non-

executive directors or any employees (whether full-time or part-time) of the

Company, or any of its subsidiaries or associated companies or any other

person whom the Directors consider, in their sole discretion, has contributed

or will contribute to the Group (“Participants”) to subscribe for shares in the

Company for a consideration of HK$1.00 for each lot of share options granted

for the primary purpose of providing incentives to the Participants. The Share

Option Scheme will remain effective for a period of ten years commencing

from 10 December 2012.

The total number of shares in respect of which options may be granted

under the Share Option Scheme is not permitted to exceed 10% of the


approval from the Company’s shareholders. The number of shares issued

and to be issued in respect of which options granted and may be granted

to any individual in any one year is not permitted to exceed 1% of the


approval from the Company’s shareholders. Options granted to a substantial

shareholder or an independent non-executive director in excess of 0.1% of the

Company’s share capital or with a value in excess of HK$5 million must be

approved in advance by the Company’s shareholders.

The exercise price is determined by the Directors, and will not be less than

the higher of (i) the closing price of the ordinary shares of the Company as

stated in the Hong Kong Stock Exchange’s daily quotations sheet on the date

of grant; (ii) the average closing price of the ordinary shares of the Company

as stated in the Hong Kong Stock Exchange’s daily quotations sheets for the

five business days immediately preceding the date of the grant; and (iii) the

nominal value of the ordinary shares of the Company.





根據購股權計劃授出之購股權之所有持有人，僅可按以下方式行使其購股權：

可行使購股權之最高百分比歸屬期

25%購股權授出日期一週年

額外25%購股權授出日期二週年

額外25%購股權授出日期三週年

額外25%購股權授出日期四週年

除於要約授出購股權時本公司董事另有決定及向參與者發出之要約函另有規定外，並無設定承授人在行使購股權前須達致之任何表現目標（「表現目標」）或持有一項購股權之任何最短期間。

於二零一四年七月二十三日，本公司向若干主要管理人員及僱員授出8,700,000份附帶由本公司董事釐定的若干表現目標之購股權（「二零一四年購股權」）如下：

• 倘緊接二零一四年購股權批次成為已歸屬（「已歸屬批次」）之期間前財政年度之經審核淨溢利為人民幣200

百萬元或以上，已歸屬批次部分將成為完全可行使。

• 倘緊接已歸屬批次之期間前財政年度之經審核淨溢利高於零但不足人民幣200百萬元，則已歸屬批次部分將不可行使，並自動遞延至下個年度歸屬期，直至經審核淨溢利達到規定的人民幣200百萬元。

• 倘緊接已歸屬批次之期間前財政年度之經審核淨溢利為負（即錄得經審核虧損淨額），則已歸屬批次部分將立即註銷。


All holders of options granted under the Share Option Scheme may only

exercise their options in the following manner:

Maximum percentage

of options exercisable Vesting period

25% of the options Upon the first anniversary of

the date of grant

Additional 25% of the options Upon the second anniversary of

the date of grant

Additional 25% of the options Upon the third anniversary of

the date of grant

Additional 25% of the options Upon the fourth anniversary of

the date of grant

Unless otherwise determined by the directors and specified in the offer letter

to be given to a Participant at the time of the offer of the option, there is

neither any performance target that needs to be achieved by the grantee before

an option can be exercised (the “Performance Target”) nor any minimum

period for which an option must be held before the option can be exercised.

On 23 July 2014, the Company granted 8,700,000 share options (the “2014

Options”) to certain key management personnel and employees with certain

Performance Target determined by the directors as follows:

• If the audited net profit of the fiscal year immediately preceding to

the period when the tranche of the 2014 Options become vested (the

“Vested Tranche”) is RMB200 million or more, the portion of the

Vested Tranche will be completely exercisable.

• If the audited net profit of the fiscal year immediately preceding

to the period when the Vested Tranche is more than zero but less

than RMB200 million, the portion of the Vested Tranche will be

not exercisable, and will be automatically deferred to the next year

of vesting period and so forth until the audited net profit meets the

required RMB200 million.

• If the audited net profit of the fiscal year immediately preceding to the

period when the Vested Tranche is negative (i.e. audited net loss), the

portion of the Vested Tranche will be cancelled immediately.





下表披露截至二零一九年十二月三十一日及二零一八年十二月三十一日止年度根據購股權計劃授出之二零一四年購股權之變動：


The following tables disclosed movements of the 2014 Options granted under the Share Option Schemes during the years ended 31 December 2019 and 31 December 2018:

承授人姓名 Name of grantee 授出日期行使期行使價


及二零一八年一月一日尚未行使年內授出年內行使年內沒收年內失效

於二零一九年十二月三十一日及二零一八年

十二月三十一日尚未行使

Date of grant Exercisable period Exercise price

Outstanding as at 1.1.2019

& 1.1.2018Grant

during the yearExercised

during the yearForfeited

during the yearLapsed

during the year

Outstandingas at 31.12.2019

& 31.12.2018

主要管理人員 Key management 23.7.2014 23.7.2015–22.7.2024 1.00港元 2,800,000 – – – – 2,800,000二零一四年七月二十三日


HK$1.00

僱員 Employees 23.7.2014 23.7.2015–22.7.2024 1.00港元 5,900,000 – – – – 5,900,000二零一四年七月二十三日


HK$1.00

8,700,000 – – – – 8,700,000

於二零一八年十二月三十一日可行使

Exercisable at 31.12.2018

8,700,000

於二零一九年十二月三十一日可行使

Exercisable at 31.12.2019

8,700,000

At 31 December 2019 and 2018, the number of shares in respect of which options under the Share Option Schemes had been granted and remained outstanding was RMB8,700,000, representing 0.48% of the total shares of the Company in issue at that date.

During the years ended 31 December 2019 and 31 December 2018, no share options were granted, exercised or cancelled by the Company, and no share option were lapsed, under the Share Option Schemes.

The fair value of the 2014 Options was determined at the date of grant using, among others, the Black-Scholes-Merton Option Pricing Model based on the respective vesting period of the share options in accordance with the variables and assumptions based on the Directors’ best estimate upon the grant date. The total estimated fair value of the share options granted on the grant date was HK$2,032,000 (equivalent to approximately RMB1,603,000). During the year ended 31 December 2019, the Company recognised total expenses of RMB229,000 (2018: RMB229,000) in relation to share options granted by the Company.

於二零一九年及二零一八年十二月三十一日，根據購股權計劃已授出及尚未行使的購股權所涉及之股份數目為8,700,000股，佔本公司於該日已發行股份總數的0.48%。

於截至二零一九年十二月三十一日及二零一八年十二月三十一日止年度，本公司概無根據購股權計劃授出、行使或註銷購股權，亦無購股權失效。

二零一四年購股權的公平值乃於授出日期採用（其中包括）柏力克－舒爾斯期權定價模式，根據購股權的有關歸屬期按照在授出日期基於董事的最佳估計的變量與假設釐定。於授出日期授出購股權的估計公平值總值為2,032,000港元（相當於約人民幣1,603,000元）。於截至二零一九年十二月三十一日止年度，本公司就本公司授出之購股權確認開支總額人民幣229,000元（二零一八年：人民幣229,000元）。




31 綜合財務狀況表內的所得稅

(a) 已確認遞延稅項資產及負債：(i) 遞延稅項資產及負債各組成部分變動

年內於綜合財務狀況表內確認的遞延稅項（資產）╱負債組成部分及變動如下：

31 INCOME TAX IN THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(a) Deferred tax assets and liabilities recognised:

(i) Movement of each component of deferred tax assets and liabilities

The components of deferred tax (assets)/liabilities recognised in the

consolidated statement of financial position and the movements during the

year are as follows:

以下各項產生的遞延稅項： Deferred tax arising from:

土地增值稅差額

投資物業公平值變動

就中國附屬公司

未分配溢利繳納的預扣稅稅項虧損

其他應收款項撥備

加速稅項折舊

源自收購一間附屬公司

的物業、廠房及設備公平值調整


公平值變動合約成本租賃總計

LAT differences

Changes infair value of investment properties

Withholding tax on

undistributed profits of PRC

subsidiariesTax

losses

Allowance for other

receivables

Accelerated tax

depreciation

Fair value adjustment on property,

plant and equipment

arising from acquisition of

a subsidiary

Changes in fair value of

financial assets at FVTPL

Contract costs Leases Total

人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

於二零一八年一月一日 At 1 January 2018 60,859 (970,072) (37,223) 17,386 6,929 (2,974) (33,524) – (1,309) – (959,928)

於損益內確認 Recognised in profit or loss 46,588 (122,046) (7,025) (11,177) – (143) 456 (3,901) 860 – (96,388)

匯兌差額 Exchange differences – – – – – (169) (1,902) – – – (2,071)

於二零一八年


107,447 (1,092,118) (44,248) 6,209 6,929 (3,286) (34,970) (3,901) (449) – (1,058,387)

首次應用國際財務報告

準則第16號的影響Impact on initial application

of IFRS 16 – – – – – – – – – 9,471 9,471

於二零一九年一月一日 At 1 January 2019 107,447 (1,092,118) (44,248) 6,209 6,929 (3,286) (34,970) (3,901) (449) 9,471 (1,048,916)

於損益內確認 Recognised in profit or loss 9,834 (28,466) (2,474) 12,273 – – – (8,136) (1,169) 2,161 (15,977)

匯兌差額 Exchange differences – – – – – – – – – – –

出售一間附屬公司 Disposal of a subsidiary – – – – – 3,286 34,970 – – – 38,256

於二零一九年


117,281 (1,120,584) (46,722) 18,482 6,929 – – (12,037) (1,618) 11,632 (1,026,637)




31 綜合財務狀況表內的所得稅（續）

(a) 已確認遞延稅項資產及負債：（續）(ii) 綜合財務狀況表的對賬

31 INCOME TAX IN THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Continued)

(a) Deferred tax assets and liabilities recognised: (Continued)

(ii) Reconciliation to the consolidated statement of financial position



於綜合財務狀況表確認的

遞延稅項資產淨額Net deferred tax asset recognised in the

consolidated statement of financial position 154,324 120,585

於綜合財務狀況表確認的

遞延稅項負債淨額Net deferred tax liability recognised in the

consolidated statement of financial position (1,180,961) (1,178,972)

(1,026,637) (1,058,387)

(b) Deferred tax assets not recognisedIn accordance with the accounting policy set out in note 2(t), the Group

has not recognised deferred tax assets in respect of cumulative tax losses of

RMB12,957,000 (2018: RMB45,907,000) as it is not probable that future

taxable profits against which the losses can be utilised will be available in the

relevant tax jurisdiction and entity. The tax losses incurred by the subsidiary

in the PRC will expire within 5 years from the year when such losses were

incurred under current tax legislation.

(c) Deferred tax liabilities not recognisedUnder the CIT Law, starting from 1 January 2008, 10% withholding income

tax is imposed on dividends declared in respect of profits earned in year 2008

onwards and distributed to foreign investors for companies established in

the PRC. For investors incorporated in Hong Kong, a preferential rate of

5% will be applied where appropriate. Other than the PRC withholding

income tax provided in respect of undistributed profits of PRC subsidiaries

as above, no deferred taxation has been provided for the remaining retained

profits of approximately RMB 1,363 million as at 31 December 2019 (2018:

RMB1,078 million), which was derived from the PRC subsidiaries since

1 January 2008 as the Group has set aside such sum for non-distributable

purpose, and is able to control the timing of the reversal of the temporary

differences and it is probable that the temporary differences will not reverse

in the foreseeable future.

(b) 未確認遞延稅項資產根據附註2(t)所載的會計政策，本集團並未確認累計稅項虧損人民幣12,957,000元（二零一八年：人民幣45,907,000元）的遞延稅項資產，因為相關稅務司法權區及實體不太可能有未來應課稅溢利以沖抵有關虧損。根據現行稅法，中國附屬公司產生的稅項虧損將自有關虧損產生年度起計5

年內屆滿。

(c) 未確認遞延稅項負債根據企業所得稅法，由二零零八年一月一日開始，就二零零八年起所賺取的溢利宣派並派付予在中國成立的公司的外國投資者的股息須繳納10%預扣所得稅。在香港註冊成立的投資者將適用5%的優惠稅率（倘適用）。除上述已就中國附屬公司的未分配溢利計提撥備的中國預扣所得稅外，於二零一九年十二月三十一日，並無就自二零零八年一月一日來自中國附屬公司約人民幣1,363百萬元（二零一八年：人民幣1,078百萬元）的餘下保留溢利計提任何遞延稅項撥備，原因是本集團已將該等款項撥作不可供分派用途，並可控制撥回暫時差額的時間，且暫時差額在可預見將來很可能不會撥回。




32 資本、儲備及股息

(a) 權益部分變動本集團綜合權益各組成部分的期初及期終結餘之間的對賬載於綜合權益變動表。年初至年結日之間本公司個別權益組成部分的變動詳情載列如下：

本公司

32 CAPITAL, RESERVES AND DIVIDENDS

(a) Movements in components of equityThe reconciliation between the opening and closing balances of each component of the Group’s consolidated equity is set out in the consolidated statement of changes in equity. Details of the changes in the Company’s individual components of equity between the beginning and the end of the year are set out below:

Company

股本股份溢價特別儲備購股權儲備累計虧損總計

Share Capital Share premium Special reserveShare options

reserveAccumulated

losses Total附註人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元人民幣千元Note RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

（附註32(c)）（附註32(d)(i)）（附註32(d)(ii)）（附註30）(note 32(c)) (note 32(d)(i)) (note 32(d)(ii)) (note 30)

於二零一八年一月一日之結餘

Balance at 1 January 2018113,099 476,143 395,246 864 (431,199) 554,153

二零一八年權益變動： Changes in equity for 2018:



Equity settled share-based transactions 30 – – – 229 – 229

本年度已宣派之股息 Dividends declared in respect of the current year 32(b)(i) – – (25,070) – – (25,070)

於二零一八年十二月三十一日及二零一九年一月一日之結餘

Balance at 31 December 2018 and 1 January 2019

113,099 476,143 319,707 1,093 (517,526) 392,516




Equity settled share-based transactions 30 – – – 229 – 229

於二零一九年十二月三十一日之結餘 Balance at 31 December 2019 113,099 476,143 289,587 1,322 (690,063) 190,088

Note: The Group, including the company, has initially applied IFRS 16 at 1 January

2019 using the modified retrospective approach. Under this approach, comparative

information is not restated and there is no net effect on the opening balance of the

company’s equity as at 1 January 2019. See notes 2(c) and 38.

附註：本集團（包括本公司）已於二零一九年一月一日採用經修訂追溯法初步應用國際財務報告準則第16號。根據該方法，本集團不會重述比較資料，且對本公司於二零一九年一月一日的期初結餘並未受到淨影響。請參見附註2(c)及38。





(b) 股息(i) 年內應付本公司權益股東的股息：


(b) Dividends

(i) Dividends payable to equity shareholders of the Company in respect of

the year:



已宣派及派付的中期股息

為零（二零一八年：

每股人民幣0.014元）

Interim dividend declared and paid is nil (2018:

RMB0.014 per share)

– 25,070

報告期末後建議的末期股息

為每股0.016港元（相當於

人民幣0.014元）（二零一八年：


Final dividend proposed after the end of the

reporting period is HK$0.016 (equivalent to

RMB0.014) per share (2018: RMB 0.017 per

share) 25,834 30,120

25,834 55,190

The final dividend proposed after the end of the reporting period has not been

recognised as a liability at the end of the reporting period.

(ii) Dividends payable to equity shareholders of the Company attributable

to the previous financial year, approved and paid during the year



年內批准及派付的上一

財政年度的末期股息為

每股0.019港元（相當於

人民幣0.017元）（二零一八年：


Final dividend in respect of the previous financial

year, approved and paid during the year, of

HK$0.019 (equivalent to RMB0.017) per share

(2018: RMB0.028 per share)

30,120 50,469

The calculation of dividend per share is based on 1,802,456,000 ordinary

shares in issue.

於報告期末，報告期末后建議的末期股息未獲確認為負債。

(ii) 年內批准及派付的上一財政年度應付本公司權益股東的股息

每股股息乃基於已發行的1,802,456,000股普通股計算。





(c) 股本法定：


(c) Share capital

Authorised:

二零一九年及二零一八年2019 and 2018

股份數目金額美元No. of shares Amount US$

（千股）千元(’000) ’000

每股面值0.01美元的普通股

（二零一八年：0.01美元）Ordinary shares of USD0.01 each

(2018: USD0.01) 3,000,000 30,000

Ordinary shares issued and fully paid:


股份數目金額人民幣等值股份數目金額人民幣等值No. of

shares

Amount

USD

RMB

equivalent

No. of

shares

Amount

USD

RMB

equivalent

（千股）千美元千元（千股）千美元千元(’000) ’000 ’000 (’000) ’000 ’000

於十二月三十一日 At 31 December 1,802,456 18,025 113,099 1,802,456 18,025 113,099

The holders of ordinary shares are entitled to receive dividends as declared

from time to time and are entitled to one vote per share at meetings of the

Company. All ordinary shares rank equally with regard to the Company’s

residual assets.

(d) Nature and purpose of reserves

(i) Share premium

The share premium represents the difference between the par value of the

shares of the Company and the proceeds received from the issuance of shares

or the consideration paid for the repurchased shares of the Company. Under

the Companies Law of the Cayman Islands, the share premium account is

distributable to shareholders of the Company provided that immediately

following the date on which the dividend is proposed to be distributed,

the Company will be in a position to repay its debts as they fall due in the

ordinary course of business.

已發行及繳足的普通股：

普通股持有人可收取不時宣派之股息，並可於本公司大會上就每股股份投一票。所有普通股對本公司之剩餘資產享有同等權利。

(d) 儲備性質及用途(i) 股份溢價

股份溢價指本公司的股份面值與發行本公司股份所得款項或就購回股份支付的代價之間的差額。根據開曼群島公司法，股份溢價賬可供分派予本公司的股東，惟緊隨建議分派股息日期後，本公司須能夠償還一般業務過程中到期應付的債務。





(d) 儲備性質及用途（續）(ii) 特別儲備



(ii) Special reserve



視為分派 (A) Deemed distributions (A) (25,296) (25,296)

視為供款 (B) (C) Deemed contributions (B) (C) 78,629 78,629

重組（定義見下文）產生

之款項 (D)

Amount arising on Reorganisation

(as defined below) (D) 105,936 105,936

收購事項產生之款項 (E) Amount arising from acquisition (E) 395,332 395,332

股息 (F) Dividends (F) (408,615) (378,495)

145,986 176,106

Special reserve comprises amounts arising as a result of the followings:

A In 2010 and 2011, deemed distribution of RMB12,113,000 and

RMB13,183,000 respectively representing the difference between the

principal amount of the amount due from Nanjing Golden Wheel Real

Estate Development Co., Ltd. (“Nanjing Golden Wheel Real Estate”)

and its fair value at initial recognition were charged to the special

reserve. The fair value is determined by discounting the estimated

future cash flows throughout the expected life of the advance (that is,

from date of advance to expected repayment date).

B Subsequent to the acquisition of Golden Wheel International

Corporation Limited (“Golden Wheel International Corporation”)

and its subsidiary Nanjing Golden Wheel Real Estate on 18 June

2012, the Group waived Nanjing Golden Wheel Real Estate from

repaying the amount due from Nanjing Golden Wheel Real Estate.

The difference between the amount due from Nanjing Golden Wheel

Real Estate carried at amortised cost and the principal amount

of the amount due by Nanjing Golden Wheel Real Estate to the

Group at date of waiver of RMB11,597,000 was credited as deemed

contribution to the special reserve during the year ended 31 December

2012.

特別儲備包括因以下各項產生的款項：

A 於二零一零年及二零一一年，視為分派分別為人民幣12,113,000元及人民幣13,183,000元，指應收南京金輪房地產開發有限公司（「南京金輪房地產」）款項的本金額與其初步確認的公平值之間的差額，於特別儲備支銷。公平值乃透過於整個墊款預期年期內（即自作出墊款當日起至預期償還日期）貼現估計未來現金流量而釐定。

B 於二零一二年六月十八日收購金輪國際興業有限公司（「金輪國際興業」）及其附屬公司南京金輪房地產後，本集團豁免南京金輪房地產償還應收南京金輪房地產款項。截至二零一二年十二月三十一日止年度，按攤銷成本列賬的應收南京金輪房地產款項與南京金輪房地產於豁免日期應付本集團款項之本金額之間的差額人民幣11,597,000元入賬列為視作向特別儲備供款。






(ii) Special reserve (Continued)

C An amount of RMB67,032,000 due to the then shareholders was

waived from repayment and was credited as deemed contribution to

special reserve in 2012.

D As part of the reorganisation for preparing for the listing of

the Company’s shares on the Hong Kong Stock Exchange (the

“Reorganisation”), Golden Wheel Jade Company Limited (“Golden

Wheel Jade”) acquired 100% equity interest in Golden Wheel

International Investment Limited (“Golden Wheel International

Investment”) on 18 June 2012 through issuance of 1,000,000 ordinary

shares in the Company to the then shareholders, and the Company

became the holding company of the Group thereafter. The amount of

RMB105,936,000 credited to special reserve during the year ended 31

December 2012 represented the difference between the nominal value

of share capital of the Company of approximately RMB64,000 and

the nominal value of the share capital of Golden Wheel International

Investment of approximately RMB106,000,000.

E Pursuant to the acquisition of Golden Wheel International

Corporation and Nanjing Golden Wheel Real Estate on 18 June 2012,

an aggregate amount of RMB395,332,000 being (i) the difference

between the nominal value of share capital issued by the Company

and the fair value of the consolidated net assets of Golden Wheel

International Corporation and Nanjing Golden Wheel Real Estate

(excluding fair value of 7.50% equity interest in Nanjing Jade Golden

Wheel Realty Co., Ltd. (“Nanjing Jade Golden Wheel”) and 3.75%

equity interest in Yangzhou Golden Wheel Real Estate Development

Co., Ltd. (“Yangzhou Golden Wheel Real Estate”) held by Nanjing

Golden Wheel Real Estate); and (ii) the difference between the

consideration paid and the carrying amount of net assets attributable

to non-controlling interests in subsidiaries being acquired from the

non-controlling shareholder, was credited to special reserve during the

year ended 31 December 2012.

F Amount represents the dividend declared against special reserve.


(d) 儲備性質及用途（續）(ii) 特別儲備（續）

C 於二零一二年，人民幣67,032,000元之應付當時股東款項獲豁免償還並入賬列為視作向特別儲備供款。

D 作為籌備本公司股份於香港聯交所上市而進行之重組（「重組」）的一部分，金輪翡翠有限公司（「金輪翡翠」）於二零一二年六月十八日收購金輪國際投資有限公司（「金輪國際投資」）之 100%股權，方式為向當時之股東發行1,000,000股本公司普通股，而本公司於其後成為本集團之控股公司。於截至二零一二年十二月三十一日止年度，人民幣105,936,000元已計入特別儲備，此乃本公司股本面值約人民幣64,000

元及金輪國際投資股本面值約人民幣106,000,000元之差額。

E 根據於二零一二年六月十八日之金輪國際興業及南京金輪房地產收購事項，總額人民幣395,332,000元（即：(i)本公司已發行股本面值與金輪國際興業及南京金輪房地產綜合資產淨值之公平值之差額（不包括南京金輪房地產所持有之南京翡翠金輪置業有限公司（「南京翡翠金輪」）7.50%股權及揚州金輪房地產開發有限公司（「揚州金輪房地產」）3.75%股權之公平值）；及 (ii)已付代價與非控股股東收購之附屬公司非控股權益應佔資產淨值之賬面值之差額）已計入截至二零一二年十二月三十一日止年度之特別儲備。

F 該金額代表從特別儲備中宣派的股息。





(d) 儲備性質及用途（續）(iii) 匯兌儲備

匯兌儲備包括於兌換海外業務財務報表之匯兌差額，以及因對沖該等海外業務淨投資而產生之任何海外匯兌差額之實際部分。該儲備須按附註2(w)所載的會計政策處理。

(iv) 盈餘儲備根據中國相關法律及法規以及中國附屬公司的組織章程細則：

(i) 註冊為中外合資企業之中國附屬公司：

該等中國附屬公司可經其董事會酌情將根據適用中國會計準則編製的中國附屬公司法定財務報表內所呈報的除稅後溢利的一部分轉撥至盈餘儲備。

(ii) 註冊為外商獨資企業或國內有限公司之中國附屬公司：

該等中國附屬公司須將其根據適用中國會計準則編製的法定財務報表內所呈報的除稅後溢利最少10%轉撥至盈餘儲備。

倘盈餘儲備結餘已達致相關中國附屬公司註冊資本的50%，可終止向盈餘儲備轉撥。



(iii) Exchange reserve

The exchange reserve comprises all foreign exchange differences arising from

the translation of the financial statements of foreign operations as well as the

effective portion of any foreign exchange differences arising from hedges of

the net investment in these foreign operations. The reserve is dealt with in

accordance with the accounting policies set out in note 2(w).

(iv) Surplus reserve

In accordance with relevant laws and regulations in the PRC and the articles

of association of the PRC subsidiaries:

(i) PRC subsidiaries registered as sino-foreign joint venture:

The PRC subsidiaries may, at the discretion of board of directors of

the PRC subsidiaries, transfer a portion of their profit after taxation

reported in their statutory financial statements prepared under the

applicable PRC accounting standards to the surplus reserve.

(ii) PRC subsidiaries registered as wholly-foreign invested enterprise or

domestic limited liability company:

The PRC subsidiaries are required to transfer at least 10% of their

profit after taxation reported in their statutory financial statements

prepared under the applicable PRC accounting standards to the

surplus reserve.

The appropriation to surplus reserve may cease if the balance of the

surplus reserve has reached 50% of the relevant PRC subsidiaries’

registered capital.





(d) 儲備性質及用途（續）(iv) 盈餘儲備（續）

(ii) （續）

盈餘儲備可用於彌補虧損或轉換為股本。經擁有人決議案批准後，中國附屬公司可按其當時現有股本注資比例將其盈餘儲備轉換為股本。然而，在將中國附屬公司的盈餘儲備轉換為股本時，仍未獲轉換儲備的結餘不得低於其註冊資本的25%。

(e) 資本管理本集團管理資本時的首要目標乃保證本集團持續經營的能力，以令其能夠通過優化債務及股本平衡而為股東爭取最高回報。本集團的整體策略與過往年度保持不變。

董事定期積極檢討及管理其資本架構。作為本檢討之一部分，董事考慮資本成本及與各類別資本相關的風險。根據董事之推薦建議，本集團將透過派付股息、發行新股及回購股份以及發行新債務或贖回現有債務，以平衡其整體資本架構。



(iv) Surplus reserve (Continued)

(ii) (Continued)

The surplus reserve can be used to make up losses or for conversion

into capital. The PRC subsidiaries may, upon the approval by a

resolution of the owners, convert their surplus reserve into capital

in proportion to their then existing capital contribution. However,

when converting the PRC subsidiaries’ surplus reserve into capital, the

balance of such reserve remaining unconverted must not be less than

25% of their registered capital.

(e) Capital management

The Group’s primary objectives when managing capital are to safeguard

the Group’s ability to continue as a going concern, so that it can maximize

the return to shareholders through the optimization of the debt and equity

balance. The Group’s overall strategy remains unchanged from prior year.

The directors actively and regularly reviews and manages its capital

structure on a regular basis. As part of this review, the directors consider the

cost of capital and the risks associates with each class of capital. Based on

recommendations of the Directors, the Group will balance its overall capital

structure through the payment of dividends, new share issues and share buy-

backs as well as the issue of new debt or the redemption of existing debt.




33 出售一間附屬公司

於二零一九年十二月三十一日，本集團以現金代價515,000,000港元將其於Double

Advance Group Limited的全部股權出售予一名第三方（「Silka Hotel出售事項」）。有關Silka Hotel出售事項的進一步詳情載於本公司日期為二零一九年十一月二十二日的通函及日期為二零一九年十月十一日及二零一九年十二月三十一日的公告。

於出售日期包含在資產及負債中的Double

Advance Group Limited的資產淨值如下：

33 DISPOSAL OF A SUBSIDIARY

On 31 December 2019, the Group completed the disposal of its entire

equity interest in Double Advance Group Limited to a third party for a cash

consideration of HK$515,000,000 (the “Silka Hotel Disposal”). Further

details of the Silka Hotel Disposal have been set out in the Company’s circular

dated 22 November 2019 and announcements dated 11 October 2019 and 31

December 2019.

The net assets of Double Advance Group Limited included in assets and

liabilities at the date of disposal were as follows:

二零一九年2019

附註人民幣千元NOTES RMB’000

已出售的資產淨值： Net assets disposed of:

物業、廠房及設備 Property, plant and equipment 394,974

商譽 Goodwill 31,812

貿易及其他應收款項 Trade and other receivables 384

貿易及其他應付款項 Trade and other payables (163,539)

遞延稅項負債 Deferred Tax Liabilities (39,145)

224,486

償還股東貸款 Repayment of shareholder’s loan 173,236

出售一間附屬公司的收益 Gain on disposal of a subsidiary 5(b) 63,918

以下列方式支付： Satisfied by:

本年度收到的現金代價 Cash consideration received in the current year 461,640




34 金融風險管理及金融工具公平值

本集團於正常業務過程中會產生信貸、流動資金、利率及貨幣風險。本集團亦面對於其他實體的股權投資及其本身股價變動而引起的股價風險。

本集團所面對的該等風險以及本集團所採用以管理該等風險的金融風險管理政策及慣例載述如下。

(a) 信貸風險信貸風險指交易對手未能履行其合約義務而使本集團產生金融虧損的風險。於二零一九年及二零一八年十二月三十一日，本集團所面臨的最大信貸風險源自：

(i) 於綜合財務狀況表內列賬的各項已確認金融資產的賬面值；及

(ii) 有關本集團所發出財務擔保的或然負債金額（披露於附註36）。

取得物業銷售業務客戶最低30%至50%（二零一八年：30%至50%）的首期付款後，本集團一般會就其客戶融資購買其物業的按揭貸款向銀行提供擔保，擔保期為截至相關客戶獲發物業所有權證止期間。倘客戶於擔保期內拖欠其按揭付款，銀行可要求本集團償還貸款的未償還金額及任何相關應計利息。在此情況下，本集團可沒收客戶的按金及轉售物業以收回本集團應向銀行支付的任何金額。就此而言，董事認為，本集團的信貸風險已大幅降低。

34 FINANCIAL RISK MANAGEMENT AND FAIR VALUES OF FINANCIAL INSTRUMENTS

Exposure to credit, liquidity, interest rate and currency risks arises in the

normal course of the Group’s business. The Group is also exposed to equity

price risk arising from its equity investments in other entities and movements

in its own equity share price.

The Group’s exposure to these risks and the financial risk management

policies and practices used by the Group to manage these risks are described

below.

(a) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual

obligations resulting in a financial loss to the Group. As at 31 December

2019 and 2018, the Group’s maximum exposure to credit risk is arising from:

(i) the carrying amount of the respective recognised financial assets as

stated in the consolidated statement of financial position; and

(ii) the amounts of contingent liabilities in relation to financial guarantees

issued by the Group as disclosed in note 36.

After obtaining a minimum of 30% to 50% (2018: 30% to 50%) down

payment from its customers for property sale business, the Group would

usually provide guarantees to banks in connection with its customers’

mortgage loans to finance their purchase of the properties, for the period

before property certificates are issued to the relevant customers. If a customer

defaults on the payment of his mortgage during the term of guarantee, the

bank may demand the Group to repay the outstanding amount of the loan

and any accrued interest thereon. Under such circumstances, the Group is

able to forfeit the customer’s deposit and re-sell the property to recover any

amounts payable by the Group to the bank. In this regard, the directors

consider that the Group’s credit risk is significantly reduced.





(a) 信貸風險（續）貿易應收款項就貿易應收款項而言，本集團已應用國際財務報告準則第9號的簡化方法按全期預期信貸虧損計量虧損撥備。貿易應收款項的預期信貸虧損乃基於債務人的過往違約經驗、債務人經營所在行業的整體經濟狀況以及於年末對當前和無需付出過多成本或努力即可取得的前瞻性資料的評估，使用適當分組的撥備矩陣進行集體評估。

(i) 客戶合約產生的貿易應收款項本集團設有相關政策確保向擁有相當財力及支付適當比例首期付款的買家銷售物業。本集團亦設有其他監控程序，確保採取跟進行動收回逾期債項。此外，本集團定期檢討每單貿易應收款項的可收回金額，確保為不能收回的款項作出足夠的減值撥備。本集團並無集中的重大信貸風險，有關風險分散於大量對手方及客戶。

(ii) 經營租賃產生的貿易應收款項本集團並無就有關租賃收入的貿易應收款項有集中的重大信貸風險，有關風險分散於中國的大量客戶。為盡力減低信貸風險，本集團管理層透過頻密檢討有關其客戶財務狀況及信貸質素的信貸評估，持續監察風險等級，以確保及時採取跟進措施及╱或糾正措施以降低風險或收回逾期結餘。經營租賃產生的貿易應收款項的信貸風險有限，因為對手方簽訂租賃合約時向本集團支付按金，而若對手方違約則可沒收按金。



Trade receivables

For trade receivables, the Group has applied the simplified approach in IFRS

9 to measure the loss allowance at lifetime ECL. The ECL on trade receivables

are assessed collectively using a provision matrix with appropriate groupings,

based on the past default experience of the debtor, general economic

conditions of the industry in which the debtors operate and an assessment of

both the current as well as the forward-looking information that is available

without undue cost or effort at the end of the year.

(i) Trade receivables arising from contracts with customers

The Group has policies in place to ensure that property sales are made to

purchasers with an appropriate financial strength and appropriate percentage

of down payments. It also has other monitoring procedures to ensure that

follow-up action is taken to recover overdue debts. In addition, the Group

reviews regularly the recoverable amount of each individual trade receivables

to ensure that adequate impairment losses are made for irrecoverable amounts.

The Group has no significant concentrations of credit risk, with exposure

spread over a large number of counterparties and customers.

(ii) Trade receivables arising from operating leases

The Group has no significant concentration of credit risk in respect of trade

receivable in respect of the rental income, with exposure spread over a large

number of customers in the PRC. In order to minimize the credit risk, the

management of the Group continuously monitors the level of exposure by

frequent review of the credit evaluation of the financial condition and credit

quality of its customers to ensure that follow-up actions and/or corrective

actions are taken promptly to lower the risk exposure or to recover overdue

balances. The credit risk of trade receivables arising from operating leases

is limited because counterparties make deposits into the Group when they

sign the leasing contracts and the deposits can be forfeited if counterparties

default.





(a) 信貸風險（續）應收聯營公司及合營企業款項就應收聯營公司及合營企業款項而言，管理層根據歷史結算記錄及過往經驗定期就應收聯營公司及合營企業款項的可收回性進行集體評估及個別評估。董事認為，本集團應收聯營公司及合營企業款項的尚未償還結餘並無固有重大信貸風險。

銀行結餘及受限制銀行存款本集團的銀行結餘及受限制銀行存款有信貸風險集中情況。於二零一九年十二月三十一日，銀行結餘及受限制銀行存款總額中有約34%（二零一八年：55%）存放於三間（二零一八年：四間）銀行，即於每間銀行的存款結餘超過銀行結餘及受限制銀行存款總額的10%。該等流動資金的信貸風險有限，因為對手方為位於中國的國有銀行或國際信貸評級機構評定為高信貸評級的銀行。

按公平值計入其他全面收益計量的金融資產本集團按公平值計入其他全面收益計量的金融資產主要包括上市債券。於二零一八年，本集團所持為數人民幣7,763,000元的債券已違約。於截至二零一九年十二月三十一日止年度，已於損益確認按公平值計入其他全面收益計量的金融資產預期信貸虧損人民幣2,287,000元。

本集團管理層認為本集團貿易應收款項的信貸風險不高及預期信貸虧損並不重大。



Amount due from associates and joint ventures

For amount due from associates and joint ventures, management makes

periodic collective assessments as well as individual assessment on the

recoverability of amount due from associates and joint ventures based on

historical settlement records and past experience. The directors believe that

there is no material credit risk inherent in the Group’s outstanding balance of

amount due from associates and joint ventures.

Bank balances and restricted bank deposits

The Group has concentration of credit risk in respect of bank balances and

restricted bank deposits. At 31 December 2019, approximately 34% (2018:

55%) of the total bank balances and restricted bank deposits were deposited

at 3 (2018: 4) banks, representing deposits at each bank with a balance

exceeding 10% of total bank balances and restricted bank deposits. The credit

risk of these liquid funds is limited because the counterparties are state-

owned banks located in the PRC or banks with high credit ratings assigned

by international credit-rating agencies.


The Group’s financial assets measured at FVTOCI mainly comprise listed

bonds. In 2018, bonds amounting to RMB 7,763,000 held by the Group have

been defaulted. During the year ended 31 December 2019, expected credit

losses on financial assets measured at FVTOCI amounting to RMB2,287,000

was recognised in the profit or loss.

The management of the Group believe that the Group’s credit risk in trade

receivables is not high, and ECL is insignificant.





(a) 信貸風險（續）按公平值計入其他全面收益計量的金融資產（續）下表列示就按公平值計入其他全面收益計量的金融資產確認之虧損撥備之對賬。



Financial assets measured at FVTOCI (Continued)

The following tables show reconciliation of loss allowances that has been

recognised for financial assets measured at FVTOCI.

全期預期信貸虧損（發生

信貸減值）Lifetime ECL

(credit-

impaired)


於二零一八年十二月三十一日 As at 31 December 2018

已確認減值虧損 Impairment losses recognised (16,885)

於二零一九年十二月三十一日 As at 31 December 2019

已確認減值虧損 Impairment losses recognised (2,287)

(b) Liquidity risk

The management of the Group has built an appropriate liquidity risk

management framework for short-term funding and liquidity management

requirements. The Group manages liquidity risk by continuously monitoring

forecasted and actual cash flows.

As at the end of the reporting period, the directors are satisfied that the

Group will have sufficient financial resources to meet its financial obligations

as they full due for the next twelve months from the end of the reporting

period after taking into consideration internal generated funds from operating

activities, including proceeds from sales and pre-sales of properties and rental

income, and the unutilised banking facilities.

(b) 流動性風險本集團管理層已建立適當的流動性風險管理框架，以應對短期融資及流動性管理要求。本集團藉持續監察預期及實際現金流量管理流動性風險。

於報告期末，經考慮經營活動內部產生之資金（包括銷售及預售物業產生之所得款項及租金收入）以及未動用銀行融資，董事信納本集團將有足夠財務資源支付其自報告期間結束時起計未來十二個月之到期應付財務責任。





(b) 流動性風險（續）下表顯示於報告期末本集團非衍生金融負債根據協定還款條款的餘下合約到期情況。該表乃按本集團可能須付款的最早日期的金融負債之未貼現現金流量編製。具體而言，附有按要求償還條款的銀行貸款計入最早時段，而不論銀行選擇行使其權利的可能性。其他非衍生金融負債的到期日乃基於協定的償還日期。表中包括利息及本金現金流量。倘利息流量來自浮息工具，未貼現金額則根據各報告期末的利率計算。



The following tables show the remaining contractual maturities at the end of

the reporting period of the Group’s non-derivative financial liabilities, which

are based the agreed repayment terms. The tables have been drawn up based

on the undiscounted cash flows of financial liabilities based on the earliest

date on which the Group can be required to pay. Specifically, bank loans

with a repayment on demand clause are included in the earliest time band

regardless of the probability of the banks choosing to exercise their rights.

The maturity dates for other non-derivative financial liabilities are based on

the agreed repayment dates. The tables include both interest and principal

cash flows. To the extent that interest flows are for floating rate instruments,

the undiscounted amount is derived based on interest rate outstanding at the

end of each reporting period.

二零一九年

2019








Weighted

average

effective

interest rate

On demand

or less than

one year

Over one year

but less than

five years

Over

five years

Total

undiscounted

cash flows

Carrying

amount at

31 December


銀行貸款 Bank loans 5.00 2,684,144 1,545,635 – 4,229,779 3,741,793

租賃負債（附註） Lease liabilities (Note) 6.40 44,798 200,123 129,064 373,985 292,467

貿易及其他應付款項 Trade and other payables – 1,808,858 – – 1,808,858 1,808,858

優先票據 Senior notes 9.57 191,688 2,888,147 – 3,079,815 2,686,511


5,047,258 4,633,905 129,064 9,810,227 8,529,629





(b) 流動性風險（續）



二零一八年2018





一年以上但不足五年



Weighted

average

effective

interest rate

On demand

or less than

one year

Over one year

but less than

five years

Total

undiscounted

cash flows

Carrying

amount at

31 December

% 人民幣千元人民幣千元人民幣千元人民幣千元% RMB’000 RMB’000 RMB’000 RMB’000

銀行貸款 Bank loans 4.29 1,662,219 1,021,178 2,683,397 2,529,263

貿易及其他應付款項 Trade and other payables – 1,138,093 – 1,138,093 1,138,093

優先票據 Senior notes 8.30 2,157,651 1,564,810 3,722,461 3,326,739

財務擔保合約 Financial guarantee contracts – 96,309 – 96,309 –

5,054,272 2,585,988 7,640,260 6,994,095




Other lease liabilities include amounts recognised at the date of transition to IFRS

16 in respect of leases previously classified as operating leases under IAS 17 and

amounts relating to new leases entered into during the year. Under this approach,

the comparative information is not restated. See note 2(c).

附註：本集團採用經修訂追溯法初步應用國際財務報告準則第16號，並對二零一九年一月一日對期初結餘作出調整以確認與先前根據國際會計準則第17號分類為經營租賃的租賃有關的租賃負債。其他租賃負債包括在過渡至國際財務報告準則第16號之日就先前根據國際會計準則第17號分類為經營租賃的租賃確認的金額及與本年度訂立的新租賃有關的金額。根據該方法，本集團並未重述比較資料。請參見附註2(c)。





(b) 流動性風險（續）附有按要求償還條款的銀行貸款計入上述到期日分析中的「按要求或不足一年」時段。經計及本集團的財務狀況，董事認為，銀行不大可能行使其酌情權要求即時償還。

上表所披露財務擔保合約未貼現現金流量總額乃擔保對手方提出索償情況下本集團根據有關安排可能須結付全數擔保金額的最高金額。根據報告期末的預期，本集團認為其須根據安排付款之可能性極微。然而，此估計視乎對手方根據擔保提出索償的可能性而變動，而提出索償的可能性取決於對手方所持獲擔保財務應收款項出現信貸虧損的可能性。

倘浮動利率變化與於報告期末釐定的利率估計有別，則上述所載非衍生金融負債的浮動利率工具金額亦會變動。

(c) 利率風險本集團面臨的現金流量利率風險主要與其浮息銀行借款、結構性銀行存款及銀行結餘有關。本集團亦面臨公平值利率風險，該風險與定息受限制銀行存款、銀行借款及優先票據以及債券有關。本集團現時並無任何特定政策管理其利率風險，惟將於日後密切監控利率風險。



Bank loans with a repayment on demand clause are included in the “on

demand or less than one year” time band in the above maturity analysis.

Taking into account the Group’s financial position, the directors do not

believe that it is probable that the banks will exercise their discretionary

rights to demand immediate repayment.

The total undiscounted cash flows of financial guarantee contracts disclosed

above was the maximum amount the Group could be required to settle under

the arrangement for the full guaranteed amount if that amount was claimed

by the counterparties to the guarantee. Based on expectations at the end

of the reporting period, the Group considers that it is more likely than no

amount will be payable under the arrangement. However, this estimate is

subject to change depending on the probability of the counterparty claiming

under the guarantee which is a function of the likelihood that the financial

receivables held by the counterparty which are guaranteed suffer credit losses.

The amounts included above for variable interest rate instruments for non-

derivative financial liabilities is subject to change if changes in variable

interest rates differ to those estimates of interest rates determined at the end

of the reporting period.

(c) Interest rate risk

The Group’s exposure to cash flow interest rate risk relates primarily to the

variable rate bank borrowings, structured bank deposits and bank balances

of the Group. The Group is also exposed to fair value interest rate risk in

relation to its fixed rate restricted bank deposits, bank borrowings and senior

notes and bonds. The Group currently does not have a specific policy to

manage its interest rate risk, but will closely monitor the interest rate risk

exposure in the future.





(c) 利率風險（續）下表載列本集團於報告期末的利率詳情。



The following table details the interest rate of the Group’s borrowings at the

end of the reporting period.


實際利率實際利率Effective

interest rate

Effective

interest rate

% 人民幣千元 % 人民幣千元RMB’000 RMB’000

固定利率借款： Fixed rate borrowings:

租賃負債（附註） Lease liabilities (Note) 6.40% 292,467 –

銀行貸款 Bank loans 12% 340,226 – –

優先票據 Senior notes 7.88%–17.18% 2,686,511 7.88%–9.28% 3,326,739

3,319,204 3,326,739

可變利率借款： Variable rate borrowings:

銀行貸款 Bank loans 2.99%–6.65% 3,401,567 2.50%–6.65% 2,529,263

3,401,567 2,529,263

借款總額 Total borrowings 6,720,771 5,856,002

固定利率借款佔借款

總額的百分比Fixed rate borrowings as

a percentage of total

borrowings 49% 57%





附註：本集團採用經修訂追溯法初步應用國際財務報告準則第16號，並對二零一九年一月一日對期初結餘作出調整以確認與先前根據國際會計準則第17號分類為經營租賃的租賃有關的租賃負債。根據該方法，本集團並未重述比較資料。請參見附註2(c)。





(c) 利率風險（續）敏感度分析於二零一九年十二月三十一日，假設所有其他變量保持不變，估計利率每上升╱下降 100個基點將導致本集團的除稅後溢利及保留溢利分別減少╱增加約人民幣26,375,000元（二零一八年：人民幣23,759,000元）。

上述敏感度分析顯示假設利率於報告期末發生變動，且於報告期末應用該變動於重新計量本集團所持有使本集團面臨公平值利率風險的金融工具，本集團的除稅後溢利（及保留溢利）及綜合權益的其他組成部分將發生的即時變動。就本集團持有的浮動利率非衍生工具所引致的現金流量利率風險而言，對本集團除稅後溢利（及保留溢利）及綜合權益的其他組成部分的影響乃作為該項利率變化的年度化利息開支或收益影響而估計。該分析的基準與二零一八年的基準相同一致。

(d) 貨幣風險本集團主要因以外幣（即交易相關業務功能貨幣以外之貨幣）計值的金融工具（其導致產生現金及銀行結餘、銀行貸款及優先票據）面臨貨幣風險。產生此風險的貨幣主要為美元及港元。

本集團目前並無外幣對沖政策。然而，本集團管理層監控外匯風險及將在必要時考慮對沖重大外幣風險。




At 31 December 2019, it is estimated that a general increase/decrease of 100

basis points in interest rates, with all other variables held constant, would

have decreased/increased the Group’s profit after tax and retained profits by

approximately RMB26,375,000 (2018: RMB23,759,000).

The sensitivity analysis above indicates the instantaneous change in the

Group’s profit after tax (and retained profits) and other components of

consolidated equity that would arise assuming that the change in interest

rates had occurred at the end of the reporting period and had been applied

to re-measure those financial instruments held by the Group which expose

the Group to fair value interest rate risk at the end of the reporting period.

In respect of the exposure to cash flow interest rate risk arising from floating

rate non-derivative instruments held by the Group at the end of the reporting

period, the impact on the Group’s profit after tax (and retained profits) and

other components of consolidated equity is estimated as an annualised impact

on interest expense or income of such a change in interest rates. The analysis

is performed on the same basis as 2018.

(d) Currency risk

The Group is exposed to currency risk primarily through financial

instruments which give rise to cash and bank balance, bank loans and senior

notes that are denominated in a foreign currency, i.e. a currency other than

the functional currency of the operations to which the transactions relate. The

currencies giving rise to this risk are primarily United States dollars (US$)

and Hong Kong dollars (HK$).

The Group currently does not have a foreign exchange hedging policy.

However, the management of the Group monitors foreign exchange exposure

and will consider hedging significant foreign exchange exposure should the

need arises.





(d) 貨幣風險（續）下表詳列本集團於報告期末所面對的貨幣風險，乃因以相關實體的功能貨幣以外的貨幣計值的已確認資產或負債所致。為方便呈報，風險金額採用於年度結算日的即期匯率兌換為人民幣列示。換算海外業務財務報表至本集團呈列貨幣所產生之差額並不包括在內。



The following table details the Group’s exposure at the end of the reporting

period to currency risk arising from recognised assets or liabilities

denominated in a currency other than the functional currency of the entity to

which they relate. For presentation purposes, the amounts of the exposure are

shown in RMB, translated using the spot rate at the year end date. Differences

resulting from the translation of the financial statements of foreign operations

into the Group’s presentation currency are excluded.

面臨的外幣風險（以人民幣列值） Exposure to foreign currencies (expressed in RMB)


美元港元美元港元US$ HK$ US$ HK$


現金及銀行結餘 Cash and bank balances 4,434 39,547 165,743 19,890

銀行貸款 Bank loans (111,619) (1,449,035) – (1,924,149)

優先票據 Senior notes (2,686,511) – (3,326,739) –

貿易及其他應收款項 Trade and other receivables – 71 – –

貿易及其他應付款項 Trade and other payables (82,601) (5,881) (69,800) (9,416)

因確認資產及負債

而產生的淨風險Net exposure arising from

recognised assets

and liabilities (2,876,297) (1,415,298) (3,230,796) (1,913,675)





(d) 貨幣風險（續）敏感度分析下表顯示倘於報告期末本集團承擔重大風險的外匯匯率於當日上升而假設所有其他風險變量保持不變，則本集團的除稅後溢利（及保留溢利）產生的即時變化。




The following table indicates the instantaneous change in the Group’s profit

after tax (and retained profits) that would arise if foreign exchange rates

to which the Group has significant exposure at the end of the reporting

period had increased at that date, assuming all other risk variables remained

constant.


Increase

in foreign

exchange rates

Decrease

in profit after

tax and

retained profits

Increase

in foreign

exchange rates

Decrease

in profit after

tax and

retained profits

外匯匯率上升


下跌外匯匯率上升


下跌人民幣千元人民幣千元

RMB’000 RMB’000

美元 US$ 5% (143,815) 5% (162,118)

港元 HK$ 5% (70,765) 5% (95,684)

In the opinion of the directors, the sensitivity analysis is unrepresentative of

the inherent foreign exchange risk as the year end exposure does not represent

the exposure during the year.

董事認為，由於年結日的風險並不能反映年內風險，故敏感度分析不能代表固有外匯風險。





(e) 公平值計量(i) 以公平值計量之金融資產及負債

公平值等級根據國際財務報告準則第13號公平值計量所界定之三個公平值等級，於報告期末按經常性基準計量之本集團金融工具之公平值呈列於下表。公平值計量所歸類之等級乃參照以下估算方法所用輸入數據之可觀察程度及重要程度而釐定：

• 第一級估值：僅用第一級輸入值，即於計量日期相同資產或負債於活躍市場之未經調整報價計量公平值

• 第二級估值：使用第二級輸入值，即未能符合第一級之可觀察輸入值，以及不使用重大不可觀察輸入值計量公平值。不可觀察輸入值指未有相關市場數據之輸入值

• 第三級估值：使用重大不可觀察輸入值計量公平值


(e) Fair value measurement(i) Financial assets and liabilities measured at fair value

Fair value hierarchyThe following table presents the fair value of the Group’s financial

instruments measured at the end of the reporting period on a recurring basis,

categorised into the three-level fair value hierarchy as defined in IFRS 13,

Fair value measurement. The level into which a fair value measurement is

classified is determined with reference to the observability and significance of

the inputs used in the valuation technique as follows:









inputs



Fair value at

31 December

2019

於二零一九年十二月三十一日之公平值計量分類為




Level 1 Level 2 Level 3


經常性之公平值計量 Recurring fair value

measurement










公平值等級（續）




Fair value hierarchy (Continued)



Fair value at

31 December

2018

於二零一八年十二月三十一日之公平值計量分類為




Level 1 Level 2 Level 3


經常性之公平值計量 Recurring fair value

measurement


基金 Funds 83,070 83,070 – –



結構性銀行存款 Structured bank deposits 146,000 – 146,000 –


During the years ended 31 December 2019 and 2018, there were no transfers




Valuation techniques and inputs used in Level 2 fair value measurements

The fair value of structured bank deposits in Level 2 is determined by

discounting cash flow at a discount rate that reflects the expected future

economic benefits at the end of the reporting period.

截至二零一九年及二零一八年十二月三十一日止年度，第一級與第二級並無相互轉撥，亦無轉入或轉出第三級。本集團之政策是於出現轉撥之報告期末確認公平值等級之間之轉撥。

用於第二級公平值計量之估值方法及輸入數據結構性銀行存款的第二級公平值乃按可反映報告期末預期未來經濟利益的貼現率計算之貼現現金流量釐定。






有關第三級公平值計量的資料非上市股本投資之公平值乃使用可資比較上市公司之價格╱賬面值比例（就缺乏市場流通能力之折讓作出調整）釐定。缺乏市場流通能力之折讓對公平值計量構成負面影響。於二零一九年十二月三十一日，估計在所有其他變量維持不變之情況下，缺乏市場流通能力之折讓每減少╱增加1%，本集團之權益將分別增加╱減少人民幣1,858,000元（二零一八年：人民幣1,582,000元）。

第三級公平值計量結餘的期內變動如下：




Information about Level 3 fair value measurements

The fair value of unlisted equity investments is determined using the price/

book ratios of comparable listed companies adjusted for lack of marketability

discount. The fair value measurement is negatively correlated to the discount

for lack of marketability. As at 31 December 2019, it is estimated that with

all other variables held constant, a decrease/increase in discount for lack of

marketability by 1% would have increased/decreased the Group’s equity by

RMB1,858,000 (2018: RMB1,582,000).

The movement during the period in the balance of Level 3 fair value

measurements is as follows:



無報價股本投資： Unquoted equity investments:

於一月一日 At 1 January 173,002 157,400

期內於損益確認的未變現收益

或虧損淨額Net unrealised gains or losses recognised

in profit or loss during the period 30,142 15,602

於十二月三十一日 At 31 December 203,144 173,002

Any gains or losses arising from the remeasurement of the Group’s unquoted

equity investments held for strategic purposes are recognised in the profit or

loss.

本集團持作策略目的的無報價股本投資因重新計量而產生的任何收益或虧損於損益確認。





(e) 公平值計量（續）(ii) 並非按公平值列賬的金融資產及負債的公

平值於二零一九年及二零一八年十二月三十一日，本集團按成本或攤銷成本列賬的金融工具的賬面值與其公平值並無重大差異，惟下列金融工具外，彼等的賬面值與公平值披露如下：



(ii) Fair value of financial assets and liabilities carried at other than fair

value

The carrying amounts of the Group’s financial instruments carried at cost or

amortised cost were not materially different from their fair values as at 31

December 2019 and 2018 except for the following financial instruments, for

which their carrying amounts and fair value are disclosed below:

於二零一九年十二月三十一日於二零一八年十二月三十一日At 31 December 2019 At 31 December 2018

賬面值公平值賬面值公平值Carrying

amount Fair value

Carrying

amount Fair value


優先票據

（包括應付利息）Senior notes (including

interest payable) 2,771,548 2,661,420 3,396,539 3,349,242

35 COMMITMENTS

(a) Capital commitments outstanding at 31 December 2019 not provided

for in the financial statements were as follows:



已訂約 Contracted for 614,385 415,839

35 承擔

(a) 於二零一九年十二月三十一日尚未履行且並未於財務報表內撥備的資本承擔如下：




35 承擔（續）

(b) 於二零一八年十二月三十一日，根據不可撤回經營租賃應付的日後最低租賃付款總額如下：

35 COMMITMENTS (Continued)

(b) At 31 December 2018, the total future minimum lease payments

under non-cancellable operating leases were payable as follows:

二零一八年物業2018

Properties


1年內 Within 1 year 54,438

1年後但5年內 After 1 year but within 5 years 239,519

5年後 After 5 years 203,193

497,150

The Group is the lessee in respect of a number of properties held

under leases which were previously classified as operating leases

under IAS 17. The Group has initially applied IFRS 16 using the

modified retrospective approach. Under this approach, the Group

adjusted the opening balances at 1 January 2019 to recognise lease

liabilities relating to these leases (see note 2(c)). From 1 January 2019

onwards, future lease payments are recognised as lease liabilities in

the consolidated statement of financial position in accordance with

the policies set out in note 2(j), and the details regarding the Group’s

future lease payments are disclosed in note 27.

本集團就先前已根據國際會計準則第17號分類為經營租賃的租賃方式持有的多項物業的承租人。本集團首次應用國際財務報告準則第16號採用經修訂追溯法。根據此方法，本集團調整於二零一九年一月一日的期初結餘，以確認有關該等租賃之租賃負債（見附註2(c)）。自二零一九年一月一日起，未來租賃付款根據附註2(j)所載政策於綜合財務狀況表確認為租賃負債，及有關本集團未來租賃付款的詳情於附註27披露。




36 或然負債 36 CONTINGENT LIABILITIES


三十一日


三十一日At 31 December

2019

At 31 December

2018


本集團為其客戶向銀行提供

的按揭貸款擔保Mortgage loan guarantees provided by the Group

to banks in favour of its customers 317,790 96,309

These guarantees will be released upon receiving the property ownership

certificate of the respective properties by the banks from the customers as

a pledge for security to the mortgage loans granted. In the opinion of the

directors, the fair values of these financial guarantee contracts of the Group

at initial recognition are insignificant and the directors consider that the

possibility of default by the purchasers of the Group’s properties is remote.

Accordingly, no value has been recognised at the inception of the guarantee

contracts and as at 31 December 2019 and 2018.

該等擔保於銀行收到客戶向銀行提交相關物業的物業所有權證作為批出按揭貸款的抵押品後即會解除。董事認為，本集團該等財務擔保合約初始確認的公平值並不重大，且考慮到本集團物業買家的違約可能性甚低，故概無於擔保合約訂立時及於二零一九年及二零一八年十二月三十一日確認價值。




37 主要關聯方披露

(a) 主要管理人員薪酬本集團主要管理人員的薪酬（包括分別於附註8及附註9披露的已付本公司董事及部分最高薪酬僱員的金額）。

(b) 應收關聯方款項

37 MATERIAL RELATED PARTY TRANSACTIONS

(a) Key management personnel remuneration

Remuneration for key management personnel of the Group, including

amounts paid to the Company’s directors as disclosed in note 8 and certain of

the highest paid employees as disclosed in note 9.

(b) Amounts due from related parties




合營企業 Joint ventures 31,145 –

45,065 15,106

(c) Amounts due to related parties





438,859 311,905

(c) 應付關聯方款項




38 公司層面財務狀況表 38 COMPANY-LEVEL STATEMENT OF FINANCIAL POSITION


二零一八年十二月三十一日

31 December

2019

31 December

2018

（附註）(Note)


非流動資產 Non-current assets

於附屬公司之投資及應收

附屬公司款項Investments in subsidiaries and amounts

due from subsidiaries 3,742,091 4,260,258

於合營企業之權益 Interests in joint ventures 378,066 378,066

其他金融資產 Other financial assets 18,523 9,911

物業、廠房及設備 Property, plant and equipment 16 27

4,138,696 4,648,262

流動資產 Current assets

貿易及其他應收款項 Trade and other receivables 9,448 487


51,227 113,257

流動負債 Current liabilities

貿易及其他應付款項 Trade and other payables 91,792 73,106

銀行貸款 Bank loans 1,221,532 969,158

優先票據 Senior notes 185,149 1,972,944

1,498,473 3,015,208

流動負債淨額 Net current liabilities 1,447,246 2,901,951






二零一八年十二月三十一日

31 December

2019

31 December

2018

（附註）(Note)


非流動負債 Non-current liability

優先票據 Senior notes 2,501,362 1,353,795

2,501,362 1,353,795

資產淨值 NET ASSETS 190,088 392,516

資本及儲備 CAPITAL AND RESERVES 32(a)

股本 Share capital 113,099 113,099

儲備 Reserves 76,989 279,417

總權益 TOTAL EQUITY 190,088 392,516

Note: The Company has initially applied IFRS 16 at 1 January 2019 using the modified

retrospective approach. Under this approach, comparative information is not

restated. See note 2(c).

38 COMPANY-LEVEL STATEMENT OF FINANCIAL POSITION (Continued)

38 公司層面財務狀況表（續）

附註：本集團已於二零一九年一月一日使用經修訂追溯法首次應用國際財務報告準則第16

號。根據此方法，並無重列比較資料。見附註2(c)。




39 報告期後的非調整事項

(a) 購回優先票據於二零二零年一月六日，本公司就未償還的400,000,000美元於二零二一年到期的名義年利率7.00%的優先票據（「二零二一年到期美元優先票據」）提出購回要約。

於二零二零年一月十七日，本公司以相等於本金96.75%的價格（即43,353,000美元）購回部分二零二一年到期美元優先票據。

於二零二零年三月二十三日，本公司購回部分本金總額為43,085,000美元的二零二一年到期美元優先票據。

(b) 發行優先票據於二零二零年一月六日，本公司發行本金總額為200,000,000美元的優先票據（「二零二二年到期美元優先票據」）。二零二二年到期美元優先票據以美元計值並於香港聯合交易所有限公司及新加坡證券交易所有限公司上市。二零二二年到期美元優先票據按年票面利率12.95%計息且須以後付方式每半年支付，並將於二零二二年三月十四日到期。

39 NON-ADJUSTING EVENTS AFTER THE REPORTING PERIOD

(a) Repurchase of senior notes

On 6 January 2020, the Company commenced its offer to repurchase of its

outstanding senior notes US$400,000,000 with a nominal per annum rate

7.00% of due in 2021 (the “2021 due US$ senior notes”).

On 17 January 2020, the Company repurchased part of the 2021 due US$

senior notes at a price equal to 96.75% of the principal which amounted to

US$43,353,000.

On 23 March 2020, the Company repurchased part of the 2021 due US$

senior notes in an aggregate principal amount of US$43,085,000.

(b) Issuing of senior notes

On 6 January 2020, the Company issued senior notes in an aggregate

principal amount of US$200,000,000 (the “2022 due US$ senior notes”).

The 2022 due US$ senior notes are denominated in United States dollars

and listed on The Stock Exchange of Hong Kong Limited and The Singapore

Exchange Securities Trading Limited. The 2022 due US$ senior notes carry

interest at a coupon rate of 12.95% per annum, payable semi-annually in

arrears, and will mature on 14 March 2022.




39 報告期後的非調整事項（續）

(c) 新型冠狀病毒（「COVID-19」）的影響二零二零年初意外出現的COVID-19阻礙了整個中國社會經濟的發展，幾乎導致經濟活動停滯。此後，疫情逐漸蔓延到全球。肆虐的病毒造成整體經濟大幅下滑。嚴重的影響不可避免地波及到房地產行業的發展及本集團的運營。目前，疫情在中國逐漸得到控制，企業復產復工，市場供需鏈亦得以恢復。如此看來，本集團主要是在二零二零年第一季度受到負面影響。於該等財務報表批准之日，本集團已在保證僱員安全的前提下陸續恢復經營活動。本集團將密切關注疫情的發展，一旦市場活動恢復如常，將盡最大努力挽回損失。

40 比較數字

本集團已於二零一九年一月一日使用經修訂追溯法首次應用國際財務報告準則第16

號。根據此方法，並無重列比較資料。有關會計政策變動的進一步詳情於附註2(c)

披露。

41 直接及最終控制方

於二零一九年十二月三十一日，董事認為本集團的直接母公司為金輪置業有限公司，該公司於英屬處女群島註冊成立。最終控制方為王欽賢先生及其家族（「王氏家族」）。

39 NON-ADJUSTING EVENTS AFTER THE REPORTING PERIOD (Continued)

(c) Impact of novel coronavirus (“COVID-19”)

The unexpected advent of COVID-19 in early 2020 halts social and economic

development throughout PRC, which also almost causes the stagnation of

economic activities. Since then, the epidemic has gradually spread globally.

The raging epidemic caused a significant decline in the overall economy. The

grave impacts will inevitably prejudice the development of the real estate

industry and the operation of the Group. Currently, the epidemic is gradually

brought under control in PRC, evidenced by resumed production activities

in companies, as well as recovering market demand and supply chain. In

this view, the Group is mainly exposed to negative impacts during the first

quarter of 2020. At the approval date of these financial statements, the

Group has gradually resumed the operating activities on the condition that

the employee safety is safeguarded. The Group will keep a close track of the

epidemic development, and give all-out efforts to recover the losses as soon as

normal market activities are restored.

40 COMPARATIVE FIGURES

The Group has initially applied IFRS 16 at 1 January 2019 using the

modified retrospective approach. Under this approach, comparative

information is not restated. Further details of the changes in accounting

policies are disclosed in note 2(c).

41 IMMEDIATE AND ULTIMATE CONTROLLING PARTY

At 31 December 2019, the directors consider the immediate parent of the

Group to be Golden Wheel Realty Company Limited, which is incorporated

in The British Virgin Islands. The ultimate controlling party is Mr. Wong

Yam Yin and his family (the “Wong Family”).




42 已頒佈但尚未於截至二零一九年十二月三十一日止年度生效的修訂、新訂準則及詮釋的潛在影響

直至該等財務報表日期發佈日期，國際會計準則理事會已頒佈若干於截至二零一九年十二月三十一日止年度尚未生效且該等財務報表尚未採納的修訂及新訂準則，如國際財務報告準則第17號，保險合約。該等發展動態包括可能與本集團有關的以下各項。

42 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE YEAR ENDED 31 DECEMBER 2019

Up to the date of issue of these financial statements, the IASB has issued a

number of amendments and a new standard, IFRS 17, Insurance contracts,

which are not yet effective for the year ended 31 December 2019 and which

have not been adopted in these financial statements. These developments

include the following which may be relevant to the Group.

於以下日期或之後開始的會計期間生效

Effective for accounting periods

beginning on or after

國際財務報告準則第3號修訂本，業務的定義二零二零年一月一日Amendments to IFRS 3, Definition of a business 1 January 2020

國際會計準則第1號及國際會計準則第8號修訂本，重大的定義二零二零年一月一日Amendments to IAS 1 and IAS 8, Definition of material 1 January 2020

國際財務報告準則第9號、國際會計準則第39號及國際財務報告準則第7號修訂本，利率基準改革

二零二零年一月一日

Amendments to IFRS 9, IAS 39 and IFRS 7, Interest Rate Benchmark Reform 1 January 2020

經修訂財務報告概念框架二零二零年一月一日Revised Conceptual framework for financial reporting 1 January 2020

國際財務報告準則第17號，保險合約二零二一年一月一日IFRS 17, Insurance contracts 1 January 2021

國際會計準則第1號修訂本，負債分類為流動或非流動二零二二年一月一日Amendments to IAS 1, Classification of Liabilities as Current or Non-current 1 January 2022

The Group is in the process of making an assessment of what the impact of

these developments is expected to be in the period of initial application. So

far it has concluded that the adoption of them is unlikely to have a significant

impact on the consolidated financial statements.

本集團正在評估該等發展動態預期對首次應用期間產生的影響。目前，本集團得出的結論是採納該等修訂及新訂準則不大可能對綜合財務報表產生重大影響。

REGISTERED AND PRINCIPAL OFFICES

Registered Office

Golden Wheel Tiandi Holdings Company

Limited Cricket Square

Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

Place of Business in Hong Kong

Golden Wheel Tiandi Holdings Company

Limited Unit A, 18/F, Lee & Man Commercial

Center

169 Electric Road, Fortress Hill,

Hong Kong

REGISTRAR, PAYING AGENT AND

TRANSFER AGENT

Deutsche Bank AG, Hong Kong Branch

Level 60, International Commerce Centre

1 Austin Road West, Kowloon

Hong Kong

TRUSTEE AND GLOBAL SECURITY AGENT

DB Trustees (Hong Kong) Limited

Level 60, International Commerce Centre

1 Austin Road West, Kowloon

Hong Kong

LEGAL ADVISORS TO THE COMPANY

As to U.S. law and Hong Kong law

Norton Rose Fulbright Hong Kong

38/F Jardine House

1 Connaught Place Central

Hong Kong

As to Cayman Islands law

Conyers Dill & Pearman

Cricket Square, Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

As to British Virgin Islands law

Conyers Dill & Pearman

29th Floor, One Exchange Square

8 Connaught Place

Central

Hong Kong

LEGAL ADVISORS TO THE DEALER MANAGERS

As to U.S. law

Davis Polk & Wardwell 18/F, The Hong Kong Club Building

3A Chater Road

Hong Kong

As to PRC law

JunHe LLP 26/F HKRI Centre One, HKRI Taikoo Hui

288 Shimen Road (No.1)

Shanghai, 200041

China

INDEPENDENT ACCOUNTANTS

KPMG



10 Chater Road, Central

Hong Kong