招商局Ｂ(200024)2008年年度报告（英文版）

China Merchants Property Development Co., Ltd. Annual Report 2008 Annual Report 2008 Announcement No.:【CMPD】2009-004 Chapter 1. Important Notice & Content Chapter 1. Important Notice: The Board of Directors, The Supervisory Committee of China Merchants Property Development Co., Ltd. (hereinafter referred to as the Company) and Directors, members of the Supervisory Committee and senior executives of the Company hereby confirm that there are no any important omissions, misleading statements or serious misrepresentation contained in this Report, and individually and collectively take full responsibility for the authenticity, accuracy and completeness of the information contained in this Report. Eleven Directors should attend the board meeting on auditing the Annual Report; Independent Director Chai Qiang was not able to attend the meeting in person due to business engagement, but he authorized Independent Director Meng Yan to represent and vote on behalf of him; all of the rest of the Directors attended the meeting. Sun Chengming - Legal Representative, Huang Peikun –Chief Financial Officer, and Xu Yixia –Manager of Accounting Department, hereby declare that the Financial Report contained in the Annual Report is true and complete. This report has been prepared in Chinese and English version respectively. In the event of differences in interpretation between the two versions, the Chinese report shall prevail. 1 China Merchants Property Development Co., Ltd. Annual Report 2008 Content Chapter 1. Important Notice: ........................................................................................................................................... 1 Chapter 2. Company Profile............................................................................................................................................. 3 Chapter 3. Financial Summary......................................................................................................................................... 4 Chapter 4. Changes in Share Capital and Information on Shareholders .......................................................................... 6 Chapter 5. Directors, Supervisors, Senior Executives and Staffs................................................................................... 12 Chapter 6. Corporate Governance Structure .................................................................................................................. 20 Chapter 7. The Shareholders’ General Meeting ............................................................................................................. 26 Chapter 8. Report of the Board of Directors .................................................................................................................. 27 Chapter 9. Report of the Supervisory Committee .......................................................................................................... 45 Chapter 10. Significant Events....................................................................................................................................... 46 Chapter 11. Financial Report ......................................................................................................................................... 55 Chapter 12. Documents Available for Reference ......................................................................................................... 156 2 China Merchants Property Development Co., Ltd. Annual Report 2008 Chapter 2. Company Profile I. Legal Name of the Company: In Chinese: 招商局地产控股股份有限公司 Abbr: 招商地产 In English: CHINA MERCHANTS PROPERTY DEVELOPMENT CO., LTD. Abbr: CMPD II. Legal Representative: Sun Chengming III. Secretary of the Board: Liu Ning Securities Affair Representative: Liu Ning (Temporary) Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, Shekou Industrial Zone, Nanshan District, Shenzhen Post Code: 518067 Tel: (0755)26819600 Fax: (0755)26819680 Email: investor@cmpd.cn IV. Registered Address: 9/F, New Times Plaza, Shekou Industrial Zone, Nanshan District, Shenzhen Office Address: No.3 Building, Nanhai E Cool Park, No.6 Xinghua Road, Shekou Industrial Zone, Nanshan District, Shenzhen Post Code: 518067 Company Website: http://www.cmpd.cn Email adress: investor@cmpd.cn V. Media for information disclosure: “China Securities Journal”, “Securities Times” and “Hong Kong Wen Wei Po” Website for publishing Annual Report designated by CSRC: http://www.cninfo.com.cn Location for Annual Report Collection: The Office of the Board of Directors VI. Stock Exchange where the Company’s shares are listed: Shenzhen Stock Exchange The Secondary Stock Exchange listed: Singapore Stock Exchange Short Form of the Stock: CMPD, CMPD-B Stock Code: 000024, 200024 VII. Other relevant company information 1. Initial registration date: September 19, 1990 2. Initial registration place: Shenzhen 3. Corporate legal person business registration code: 440301503287841 4. Taxation registration code: State Taxation code – Shen Zi 440300618845136 Local Taxation code – Deng Zi 440300618845136 5. Organization code certificate: 61884513-6 6. Name and office address of the Certified Public Accountants engaged by the Company: Deloitte Touche Tohmatsu (Shanghai) CPA Ltd. 30/F, Bund Center, Yan An Road East, Shanghai 3 China Merchants Property Development Co., Ltd. Annual Report 2008 VIII. Paraphrases Unless carried in the report, the following abbreviations possess the meanings as follows: 1. CSRC: China Securities Regulatory Commission 2. The Company: China Merchants Property Development Co., Ltd. 3. China Merchants Group: China Merchants Group Ltd. 4. Top Chief: Top Chief Co., Ltd. 5. Shekou Industrial Zone: China Merchants Shekou Industrial Zone Co., Ltd. 6. Zhangzhou Development Zone: China Merchants Zhangzhou Development Zone Co., Ltd. 7. Shenzhen CMRE: Shenzhen China Merchants Real Estate Co., Ltd. 8. CMPS: Shenzhen China Merchants Power Supply Co., Ltd. 9. CMWS: Shenzhen China Merchants Water Supply Co., Ltd. 10. CMPM: China Merchants Property Management Co., Ltd. 11. Xin An Property: Shenzhen China Merchants Xin An Property Co., Ltd. 12. Hong Kong Ruijia: Ruijia Investment Industrial Co., Ltd. 13. Suzhou CM Property: China Merchants Property (Suzhou) Co., Ltd. 14. Suzhou CMNS: Suzhou China Merchants Nanshan Property Co., Ltd. 15. Tianjin CMRE: Tianjin China Merchants Real Estate Co., Ltd. 16. Beijing CM Property: China Merchants Property (Beijing) Co., Ltd. 17. Zhangzhou CM Real Estate: Zhangzhou China Merchants Real Estate Co., Ltd. Chapter 3. Financial Summary I. Main financial information of the year (Unit: RMB) No. Major profit indices Amount 1 Operating income 1,290,208,060 2 Total profit 1,301,864,971 3 Net profit attributable to shareholders of the listed company 1,227,615,829 Net profit attributable to shareholders of the listed company after 4 1,254,636,882 deducting non-recurring gains and losses 5 Net cash flow from operating activities -3,919,843,675 Non-recurring gain and loss items Amount Gains/losses from the disposal of non-current assets -22,343,267 Current net gains/losses of subsidiaries under same control from beginning of - term till date of consolidation Reversal of any provisions for asset impairment which has been made in prior 139,458 years Government subsidies 1,563,062 Other non-operating income/expenditure, net -7,949,650 Influences on minority shareholders’ gains/losses 20,414 Impact on income tax 1,548,930 Total -27,021,053 II. Influence of adjustment made according to IAS on net profit and net asset (unaudited) (Unit: RMB’000) 4 China Merchants Property Development Co., Ltd. Annual Report 2008 Net profit attributable to the Net asset attributable to the shareholders of the listed shareholders of the listed company company Under China Accounting Standard 1,227,616 14,862,746 Adjusted upon IAS Adjustment of goodwill - 1,339,829 Under International Accounting Standard 1,227,616 16,202,575 Note: For the current year, the net profit attributable to the shareholders of listed company was RMB 1,227,616 thousand, under both Chinese Accounting Standard and International Accounting Standard. The main reason of the adjustment on the net asset attributable to shareholders of listed company according to International Accounting Standard was that according to the Chinese Accounting Standard and relative regulations, the differences generated by consolidation of entities under same control shall be adjusted to capital reserves, whereas the goodwill generated by consolidation shall be presented as asset separately according to the IAS. III. Major accounting data and indices over the latest 3 years (Unit: RMB) Increase/decrease Year 2006 this year Items / Annual Year 2008 Year 2007 compared with Adjusted Not adjusted that last year (%) Operating income 3,573,184,200 4,111,644,668 -13.10% 2,809,276,609 2,939,402,576 Total profit 1,301,864,971 1,454,440,222 -10.49% 790,844,102 718,754,354 Net profit attributable to shareholders of the listed 1,227,615,829 1,157,877,638 6.02% 631,416,627 567,912,385 company Net profit attributable to shareholders of the listed company after deducting 1,254,636,882 1,069,028,729 17.36% 627,687,273 564,332,307 non-recurring gains and losses Net cash flow from -3,919,843,675 -4,002,591,582 2.07% -1,582,810,754 -1,920,152,158 operating activities Basic earnings per share 0.94 1.08 -12.96% 0.680 0.918 Diluted earnings per 0.94 1.01 -6.93% 0.641 0.918 share Basic earnings per share after deducting 0.96 0.99 -3.03% 0.676 0.912 non-recurring gains and losses -6.39 Fully diluted return on 8.26% 14.65% percentage 18.21% 13.09% equity points -8.07 Weighted average return 13.70% 21.77% percentage 19.74% 14.00% on equity points Fully diluted return on -5.09 equity after deducting 8.44% 13.53% percentage 18.10% 13.01% non-recurring gains and points losses 5 China Merchants Property Development Co., Ltd. Annual Report 2008 Increase/decrease Year 2006 this year Items / Annual Year 2008 Year 2007 compared with Adjusted Not adjusted that last year (%) Weighted average return -6.09 on equity after deducting 14.01% 20.10% percentage 19.62% 13.92% non-recurring gains and points losses Net cash flow per share arising from operating -2.28 -4.74 51.90% -2.56 -3.10 activities Increase/decrease End of 2006 this year Items / Annual End of 2008 End of 2007 compared with Adjusted Not adjusted that last year (%) Total assets 37,437,014,995 25,107,163,682 49.11% 12,484,732,889 14,201,844,482 Shareholders’ equity attributable to 14,862,746,365 7,902,920,455 88.07% 3,466,981,776 4,338,186,414 shareholders of the listed company Net asset per share attributable to 8.65 9.35 -7.49% 5.60 7.01 shareholders of the listed company Note: In the report period, the Company implemented the plan on the 2007 annual profit distribution and conversion of capital public reserve, pursuant to which 3 bonus shares were distributed for every 10 share held, with conversion of 2 shares. Earning per share of the Company in year 2006 and year 2007 were adjusted accordingly. Chapter 4. Changes in Share Capital and Information on Shareholders I. Change in shares (I) Change in shares as of December 31, 2008 1. Chart of change (Unit: Share) 6 China Merchants Property Development Co., Ltd. Number of shares held at the Number of shares increased / decreased this yea beinning of the period Conversion of Issue of new Amount Proportion Bonus shares capita public Others shares reserve I. Restricted Shares 430,035,906 50.90% 279,422,462 129,010,772 86,007,182 5,005,21 1. State-owned shares 2. State-owned legal person 301,299,211 35.66% 279,349,288 90,389,763 60,259,843 shares 3. Other domestic shares Including: domestic non-state-owned legal person shares Domestic natural person shares 4. Foreign shares 128,439,676 15.20% 38,531,903 25,687,935 5,050,12 Including: Foreign legal 128,439,676 15.20% 38,531,903 25,687,935 5,050,12 person shares Foreign natural person shares 5. Senior executives’ shares 297,019 0.04% 73,174 89,106 59,404 -44,91 II. Unrestricted Shares 414,831,096 49.10% 170,577,538 124,449,329 82,966,218 -5,005,21 1. RMB ordinary shares 317,189,437 37.54% 170,577,538 95,156,831 63,437,887 45,85 2. Domestically listed 97,641,659 11.56% 29,292,498 19,528,331 -5,051,06 foreign invested shares 3. Overseas listed foreign invested shares 4. Other III. Total shares 844,867,002 100.00% 450,000,000 253,460,101 168,973,400 Notes: (1) Total capital shares increased 450,000,000 due to additional issuance of new shares, of which Sheko shares, Zhangzhou Development Zone subscribed 37,878,788 shares, senior executives of the Compa purchase of new shares, Shekou Industrial Zone and Zhangzhou Development Zone committed that i September 24, 2010; (2) The Company carried out profit distribution of year 2007: 3 bonus shares were distributed for each 10 7 China Merchants Property Development Co., Ltd. Annual Report 2008 converted for each 10 share in capital public reserve, thus, 422,433,501 capital shares increased; (3) Overseas subsidiary of Shekou Industrial Zone—Top Chief Co., Ltd added to hold 5,050,126 B-shares of the Company through the secondary market, which were all restricted shares; (4) Restricted shares include: Shekou Industrial Zone directly holds A shares of 693,419,317 and indirectly holds B shares of 197,709,640, China Merchants Zhangzhou Development Zone Co., Ltd. directly holds A shares of 37,878,788, senior executives hold A shares of 251,564 and B shares of 222,225. 2. Change in restricted shares (Unit: Share) Restrictedshare Release Restricted Nameofthesharehol Increasedthis ReasonofRestri satbeginningof dthisyea sharesattheend Dateofreleasing der year cton year r oftheperiod ChinaMerchantsShe Committednott kouIndustrialZoneC 301,299,211 0 392,120,106 693,419,317 Sep.24,2010 osell o.,Ltd. ChinaMerchantsZha Committednott ngzhouDevelopmen 0 0 37,878,788 37,878,788 Sep.24,2010 osell tZoneCo.,Ltd FullSpaceInvestme Committednott 62,762,700 0 31,381,350 94,144,050 Sep.24,2010 ntLtd. osell ChinaMerchantsSec Committednott uritiesHongKongLt 29,461,546 0 19,780,899 49,242,445 Sep.24,2010 osell d. FOXTROTINTERNA Committednott 18,480,000 0 9,240,000 27,720,000 Sep.24,2010 TIONALLIMITED osell ORIENTUREINVES Committednott 17,735,430 0 8,867,715 26,603,145 Sep.24,2010 TMENTLTD osell Sharesheldbyse LinShaobin 64,290 0 42,337 106,627 niorexecutive Sharesheldbyse YangBaiqian 30,300 0 37,125 67,425 niorexecutive Sharesheldbyse HeJianya 33,391 0 39,485 72,876 niorexecutive Sharesheldbyse YangZhiguang 31,425 0 26,546 57,971 Confirmedaccordingtor niorexecutive egulationregardingchan Sharesheldbyse HuangPeikun 73,800 18,450 42,675 98,025 gesofsharesheldbyexec niorexecutive utiveshares Sharesheldbyse WangLi 0 0 22,640 22,640 niorexecutive SharesheldbySe LiuNing 0 0 10,125 10,125 cretaryoftheBo ard Sharesheldbysu LiuYe 0 0 11,250 11,250 pervisor Sharesheldbyfo XiongYan 3,150 0 3,150 6,300 rmer Mar.22,2009 supervisor Sharesheldbyfo 10,275 0 10,275 20,550 rmer Mar.22,2009 ZhangLinmei supervisor Self-lockoutofs haresaftersenior MengCai 31,788 31,788 0 0 April18,2008 executiveleftpo stsforhalfyear ChenYu 18,600 18,600 0 0 Self-lockoutofs June8,2008 8 China Merchants Property Development Co., Ltd. Annual Report 2008 Restrictedshare Release Restricted Nameofthesharehol Increasedthis ReasonofRestri satbeginningof dthisyea sharesattheend Dateofreleasing der year cton year r oftheperiod haresaftersenior executiveleftpo stsforhalfyear Total 430,035,906 68,838 499,514,466 929,481,534 Note: Among the shares held by China Merchants Securities Hong Kong Ltd. there were 49,242,445 shares purchased on behalf of Top Chief Co., Ltd. Top Chief Co., Ltd, Full Space Investment Ltd., Foxtrot International Ltd., and Orienture Investment Ltd. are the wholly-owned subsidiaries of China Merchants Shekou Industrial Zone Co., Ltd. (II) Issuing and listing of shares 1. Information on issue of shares and derivative securities in the past three years (1) Issue of convertible bonds As approved by CSRC by document Zheng-Jian-Fa-Zi [2006] No.67, the Company issued 15.10 million convertible bonds on August 30, 2006. The face value of the bonds was RMB 100 and totaled RMB 1.51 billion. The bonds were issued to original A-share holders at fully preferential allotment. The balance and the waived part of bonds were placed off-line to organizational investors at fixed price. The convertible bonds were listed for trading in Shenzhen Stock Exchange on September 11, 2006, and the short form of the bonds was “China Merchants Convertible Bonds”. China Merchants Convertible Bonds entered the convertible period since March 1, 2007. The prices of the Company’s A shares (000024 China Merchants Property) were not lower than 130 percent (RMB 17.02 per share) of the convert rate of current term (RMB 13.09 per share) in 20 days among successive 30 trading days (March 1, 2007 to April 23, 2007). This has satisfied the repurchase conditions. Thus the Company executed the repurchase right to repurchase all of the retained bonds before May 25, 2007 (repurchase day), there were totally 15,093,841 piece of bonds transferred to 115,307,691 of A shares, and 6,159 piece of bonds were repurchased. Thus China Merchants Convertible Bonds were suspended for trading and converting since May 25, 2007 and was canceled from list on May 31, 2007. (2) Private Placement of A-shares As approved by CSRC with document Zheng-Jian-Fa-Xing-Zi [2007] No.299, during the period from September 18, 2007 to September 24, 2007, the Company issued A-shares of 110,736,639 privately to Shekou Industrial Zone at the price of RMB 20.77 per share. These shares have been placed in the Exchange on September 27, 2007 with nature of tradable shares with conditional conditions. (3) Public Offering of A-shares As approved by CSRC by document Zheng-Jian-Fa-Zi [2008] No.989, the Company publicly issued A-shares of 450,000,000 for public offering on November 26, 2008 at the price of RMB 13.20 per share. For issuance method, the combinations between fully preferential allotment of original A-share shareholders and on-line and off-line pricing were adopted. The preferential rights given up by the original A-stock shareholders were sold on-line and off-line. The shares have been placed in the Exchange on December 8, 2008. 2. Change in total capital shares and shareholding structure in the report period In the report period, due to the bonus shares and conversion of capital public reaserve, A shares and B shares of the Company respecetively increased 309,319,071 and 113,114,430; due to publicly additionally issue new shares, A shares of the Company increased 450,000,000. Thus, the total amount of capital shares of the Company has increased from 844,867,002 at the beginning of current term up to 9 China Merchants Property Development Co., Ltd. Annual Report 2008 1,717,300,503 shares at the end of report period. Due to additional public offering in 2008, Shekou Industrial Zone participated in and over-subscribed the Company’ shares the proportion of its direct holding shares of the Company has increased by 4.72 percentage points from last year. II. Information on shareholders (I) Total number of shareholders at the end of the report period Number of shareholders at Number of shareholders at end Changed over the period (+/-) beginning of the year of the year A shares 30,000 +7,671 37,671 B shares 7,612 +935 8,547 Total 37,612 +8,606 46,218 (II) The top 10 shareholders as at December 31st, 2008(Unit: Share) Top 10 shareholders Share Pledged No Class of Total number Restricted Name of shareholder proportion or luck-u . shareholder of shares shares % sharesp China Merchants Shekou State-owned 1 40.38% 693,419,317 693,419,317 0 Industrial Zone Co., Ltd. legal person Overseas legal 2 Full Space Investment Limited 5.48% 94,144,050 94,144,050 0 person China Merchants Securities Overseas legal 3 2.97% 50,999,591 49,242,445 0 Hong Kong Ltd. person China Merchants Zhangzhou State-owned 4 2.21% 37,878,788 37,878,788 0 Development Zone Co., Ltd. legal person FOXTROT INTERNATIONAL Overseas legal 5 1.61% 27,720,000 27,720,000 0 LIMITED person ORIENTURE INVESTMENT Overseas legal 6 1.55% 26,603,145 26,603,145 0 LTD person Bank of Communications Domestic 7 Schroder Stable Allocation non-state-owne 1.18% 20,200,000 0 Unknown Mixed Fund d legal person Domestic E Fund Value Growth Mixed 8 non-state-owne 0.98% 16,753,410 0 Unknown Fund d legal person Domestic Penghua Motivity Growth Mixed 9 non-state-owne 0.86% 14,707,980 0 Unknown Fund, d legal person Domestic Yinhua Core Value Selected 10 non-state-owne 0.82% 14,000,074 0 Unknown Stock Fund d legal person Top 10 holders of unrestricted shares Class of No Name of shareholder Unrestricted shares Shares Bank of Communications Schroder Stable Allocation Mixed 1 20,200,000 A-shares Fund 2 E Fund Value Growth Mixed Fund 16,753,410 A-shares 3 Penghua Motivity Growth Mixed Fund, 14,707,980 A-shares 4 Yinhua Core Value Selected Stock Fund 14,000,074 A-shares 10 China Merchants Property Development Co., Ltd. Annual Report 2008 Class of No Name of shareholder Unrestricted shares Shares 5 Bank of Communications Schroder Selected Stock Fund 13,571,415 A-shares 6 Everbright Pramerica Advantage Allocation Stock Fund 12,713,095 A-shares 7 Changsheng Tongde Sector Growth Stock Fund 12,375,568 A-shares 8 Guotai Junan Securities (Hong Kong) Ltd. 11,746,780 B-shares 9 E Fund Value Selected Stock Fund 11,639,504 A-shares 10 BOCI Securities Ltd. 9,480,412 B-shares Notes: (1) Bank of Communications Schroder Stable Allocation Mixed Fund and Bank of Communications Schroder Selected Stock Fund are under the administration of Bank Of Communications Schroder Fund Management Co., Ltd. (2) E Fund Value Growth Mixed Fund and E Fund Value Selected Stock Fund are under the administration of E Fund Management Co., Ltd. (III) Profiles of shareholders holding 10% or more of shares of the Company 1. Controlling shareholder of the Company: China Merchants Shekou Industrial Zone Co., Ltd. Legal representative: Fu Yuning Registration date: February 1992 Registered capital: RMB 2, 236,000,000 Business scope: investment and management of communication and transportation, industrial manufacturing, finance and insurance, foreign trade, real estate, post and telecommunications, tourism, theatrical performances, cable TV business, hotel and other kinds of enterprises; port services and storage business; sale of products produced by affiliated enterprises, supply and sale of required equipment, raw materials, components and parts; holding sports games; providing technical, operation and legal consultation related to the above business, as well as technology and information services. 2. The substantial controller of the Company: China Merchants Group Co., Ltd. Legal representative: Qin Xiao Registration date: October 1986 Registered capital: RMB 5.4 billion Business scope: lease and agency of water/land passenger-cargo transportation, water/land conveyance and facilities; port and storage business; salvage, refloatation and tugboat; construction, repairing, checking and marketing of shipping, offshore petroleum drilling equipment; repairing and checking of drilling platform and container; overall contracting of water/land construction projects and the related offshore petroleum development projects, and their construction organization and logistics services; procurement, supply and sale of water/land communication and transportation equipment; establishing transportation, industrial and commercial enterprises; investment and management of finance, insurance, trust, securities, futures businesses; development and management of Shenzhen Shekou Industrial Zone. The following chart shows the equity relationship between the substantial controller and the Company: 11 China Merchants Property Development Co., Ltd. Annual Report 2008 China Merchants Group Co., Ltd. 100% China Merchants Property Development Co., Ltd. 40.38％ China Merchants Shekou Industrial Zone Co., Ltd. 100% 2.87% Top Chief Co., Ltd. 100% Orienture Holdings Co. Ltd 司 100% 5.48% 78% Full Space Investment Limited 100% 1.61% Foxtrot International Limited 100% 1.55% Orienture Investment Limited 2.21％ China Merchants Zhangzhou Development Zone Co., Ltd. 3. During the report period, the controlling shareholder of the Company did not change.. 4. Condition for circulation for shares held by the original non-tradable shareholders The Share Merger Reform was accomplished on February 9, 2006. China Merchants Shekou Industrial Zone Co., Ltd.– the sole holder of non-tradable shares, was holding 147,426,958 shares. The condition for the shares’ circulation was: that they shall not been traded or transferred in 24 months after the date when the trading right is granted (which is February 9, 2006); upon the above 24 months. shares placed in Shenzhen Stock Exchange in 12 months shall not exceed 5% of the total shares of the Company. In 36 months upon the above 24 months, the price of A-shares of the Company shall not be lower than 120% of the arithmetical average in 30 days prior to the publishing of share reallocation announcement, which is RMB 11.51 (with bonus distribution in year 2005: RMB 0.20 for every 10 share; with bonus distribution in year 2006: dividend RMB 2.50 for every 10 share; with bonus distribution in year 2007: for every 10 share, 3 more shares were distributed and 2 shares were converted with distribution of RMB 1.00 The conditional price was adjusted to RMB 7.43). In the report period, due to purchase of new shares, Shekou Industrial Zone promised not to dispose the Company’s shares until September 24, 2010. Chapter 5. Directors, Supervisors, Senior Executives and Staffs I. Information on the Directors, Supervisors and Senior Executives (I) Basic Information 1. The Directors Name Position Sex Age Job Term Sun Chengming Chairman M 49 2008.9.22 – 2011.9.21 Director and Lin Shaobin M 48 2008.9.22 – 2011.9.21 General Manager 12 China Merchants Property Development Co., Ltd. Annual Report 2008 Name Position Sex Age Job Term Yang Tianping Director M 49 2008.9.22 – 2011.9.21 Yang Baiqian Director M 43 2008.9.22 – 2011.9.21 Hua Li Director M 37 2008.9.22 – 2011.9.21 Chen Gang Director M 50 2008.9.22 – 2011.9.21 Director and Chief Financial Huang Peikun M 46 2008.9.22 – 2011.9.21 Officer Meng Yan Independent Director M 53 2008.9.22 – 2011.9.21 Chen Yanping Independent Director F 50 2008.9.22 – 2011.9.21 Gong Xinglong Independent Director M 60 2008.9.22 – 2011.9.21 Chai Qiang Independent Director M 47 2008.9.22 – 2011.9.21 2. The Supervisors Name Position Sex Age Job term Chairman of the Fu Gangfeng M 42 2008.9.22 – 2011.9.21 Supervisory Committee Ding Yong Supervisor M 48 2008.9.22 – 2011.9.21 Wu Zhenqin Supervisor F 50 2008.9.22 – 2011.9.21 Liu Ye Employee Supervisor M 36 2008.9.22 – 2011.9.21 Zhu Yu Employee Supervisor F 26 2008.9.22 – 2011.9.21 3. The Senior Executives Name Position Sex Age Job term Lin Shaobin Director and GM M 48 2008.9.22 – 2011.9.21 He Jianya Deputy General Manager M 43 2008.9.22 – 2011.9.21 Yang Zhiguang Deputy General Manager M 45 2008.9.22 – 2011.9.21 Huang Peikun Director and CFO M 46 2008.9.22 – 2011.9.21 Hu Jianxin Deputy General Manager M 50 2008.9.22 – 2011.9.21 Wang Li Deputy General Manager M 53 2008.9.22 – 2011.9.21 Zhu Wenkai Deputy General Manager M 41 2008.9.22 – 2011.9.21 Liu Ning Secretary of the Board F 40 2008.9.22 – 2011.9.21 4. Shareholding positions of the Directors, Supervisors, and Senior Executives (Unit: Share) Sharesholdingatthebeginnin Sharesheldattheendofterm Name Causeofchange gofyear(shares) (shares) A-shares B-shares A-shares B-shares Profitdistributioninyear2007andpartici LinShaobin 18,720 67,000 41,670 100,500 patedinsubscribingadditionalpublicoffe ring Profitdistributioninyear2007andpartici YangBaiqian 40,400 - 89,900 - patedinsubscribingadditionalpublicoffe ring Profitdistributioninyear2007andpurcha HuangPeikun - 73,800 - 130,700 sedfromthesecondarymarket HeJianya 44,522 - 97,170 - Profitdistributioninyear2007andpartici 13 China Merchants Property Development Co., Ltd. Annual Report 2008 Sharesholdingatthebeginnin Sharesheldattheendofterm Name Causeofchange gofyear(shares) (shares) patedinsubscribingadditionalpublicoffe ring Profitdistributioninyear2007andpartici YangZhiguang 19,900 22,000 44,295 33,000 patedinsubscribingadditionalpublicoffe ring Profitdistributioninyear2007andpartici WangLi 13,561 - 30,187 - patedinsubscribingadditionalpublicoffe ring LiuNing - 9,000 - 13,500 Profitdistributioninyear2007 Purchasedfromthesecondarymarketand LiuYe - - 15,000 - profitdistributioninyear2007 ZhangLinmei 8,600 5,100 12,900 7,650 Profitdistributioninyear2007 XiongYan - 4,200 - 6,300 Profitdistributioninyear2007 Total 145,703 181,100 331,122 291,650 (II) Profile of the Directors, Supervisors and Senior Executives 1. Members of the Board of Directors Sun Chengming, Chairman of the Board, Senior Engineer. Mr. Sun graduated from Wuhan Water Transport and Engineering Institute with a Bachelor Degree in Ship Building and Repairing. Later, he obtained the MBA from China Europe International Business School. Currently he serves as the Vice President of China Merchants Group Ltd and concurrently General Manager and Vice Secretary of Party Committee of China Merchants Shekou Industrial Zone Co., Ltd. Mr. Sun used to serve various positions, including General Manager of China Merchants Container Services Ltd., General Manager of China Merchants Godown Wharf and Transportation Co., Ltd., Deputy General Manager of China Merchants Transportation Holdings Co., Ltd., Deputy General Manager, and General Manager concurrently as Party Branch Secretary of China Merchants Industry Holdings Co., Ltd, and Assistant President of China Merchants Group Ltd.. Lin Shaobin, Director and General Manager of the Company. Mr. Lin obtained a bachelor degree in Architecture from Tsinghua University and MBA from China Europe International Business School. Currently, he serves as the General Manager of the Company, Chairman and concurrently General Manager of Shenzhen China Merchants Real Estate Co., Ltd. He used to hold various position, including General Manager of Shekou Industrial Zone Property Co., Ltd; General Manager of Property Business Department of China Merchants Holdings Co., Ltd.; Assistant General Manager and Deputy General Manager of China Merchants Shekou Industrial Zone Co., Ltd and Chief Planning & Development Advisor of China Merchants Shekou Industrial Zone Co., Ltd.. Yang Tianping, Director and Senior Economist. Mr. Yang obtained a bachelor degree from the Department of Industrial and Civil Architecture, Beijing University of Technology, and MBA from China Europe International Business School. Currently, he serves at the Party Secretary and Deputy General Manager of China Merchants Shekou Industrial Zone Co., Ltd; and concurrently Party Secretary and Director General Manager of Shenzhen Nanyou (Holdings) Ltd. He used to serve as the Assistant General Manager and Director Deputy General Manager of China Merchants Development Company; Director Standing Deputy General Manager of China Merchants Jinshan Industrial Zone; Deputy General Manager of China Merchants Property Management Ltd.; General Manager of HR Department of China of Lam Soon Food Industries Limited; General Manager of Guangzhou Lamsoon 14 China Merchants Property Development Co., Ltd. Annual Report 2008 Cleaning Supplies Co., Ltd.; General Manager of Shenzhen Lam Soon Lipid Co., Ltd. and Assistant General Manager of China Merchants Industry Holdings Co., Ltd.. Yang Baiqian, Director. Mr. Yang obtained his bachelor degree from Nankai University, and MBA from Economic and Management School, Tsinghua University.Currently, he serves as the Deputy General Manage of China Merchants Shekou Industrial Zone Co., Ltd. Mr. Yang used to serve as the Deputy General Manager of Shenzhen Peninsula Foundation Management Company, Deputy General Manager of Enterprise Administrative Dept. of China Merchants Shekou Industrial Zone Co., Ltd., Deputy General Manager of the Company, Planning Manager of Reforming Center of China Merchants Group Ltd.. Hua Li, Director, Certified Public Accountant. He obtained his bachelor degree in Accounting from Shanghai Marine Transportation College, and later, Master Degree of Accounting from the Chinese University of Hong Kong. Currently, he serves as the Chief Financial Offier of China Merchants Shekou Industrial Zone Co., Ltd..He used to serve as the Deputy Manager of Financial Dept. of China Merchants International Co., Ltd., Manager of Accounting Dept. of China Merchants Transportation Group Ltd., and Director of Accounting Deptartment and Deputy General Manager of China Merchants Group. Chen Gang, Director, Senior Economist. He obtained his bachelor degree from Tsinghua University, and MBA from New York State University at Buffalo Currently, he serves as the Chief Economist of China Merchants Shekou Industrial Zone Co., Ltd. He used to serve as General Manager of China Merchants Shekou Industrial Zone Investment & Development Co., Ltd. and Deputy Chief Economist of China Merchants Shekou Industrial Zone Co., Ltd. Huang Peikun, Director and Chief Financial Officer, Senior Accountant. Mr. Huang obtained a Master Degree in Management from Zhejiang University Curretly, he serves as the Chief Financial Officer of the Company. He used to serve as the Manager of Accounting Dept. and Chief Accountant of Shenzhen China Merchants Petrol Chemical Co., Ltd., Chief Accountant of Shenzhen China Merchants Real Estate Co., Ltd., Chief Financial Offier and Deputy General Manager of Shenzhen China Merchants Venture Co., Ltd. Meng Yan, Independent Director, professor and Certified Public Accountant. Professor Meng graduated from Central University of Finance and Economics with bachelor and master Degree in Economics (Accounting). In July 1997, he obtained a Ph.D in Economics (Accounting) from Finance Institute of the Ministry of Finance. Currently, he serves as the Dean, Professor and Doctoral Candidate Tutor at the School of Accounting, Central University of Finance and Economics. He was once successively Assistant, Instructor and Associated Professor of Central University of Finance and Economics. Mr. Meng was once sent by the national government to Manchester University (UK) and Murray State University (Kentucky, US) as visiting scholar for one year. Chen Yanping, Independent Director., professor, Certified Metropolitan Planer. Professor Chen obtained her bachelor and master degree from Metropolitan Planning School,Tongji University. She has been teaching and conducting research in Shenzhen University since 1984. From November 2003 to November 2004, she stayed at University of California, Los Angeles as a visiting scholar. Currently, she serves as the Dean of Architecture and Metropolitan Planning School of Shenzhen University. Gong Xinglong, Independent Director, professor, Certified Accountant. Professor Gong studied in Accounting Numerical Statistic Department of Taibei Tamkang University, Hong Kong Zhuhai University Institute of Economics, Minnesota State University., Accounting School of Renmin 15 China Merchants Property Development Co., Ltd. Annual Report 2008 University, and obtained bachelor degree in Business, MBA, Master of Accounting, and Ph.D in Management. Currently, he serves as the Executive President of Greater China Business of Wong Lam Leung & Kwok C.P.A. Ltd.. He used to serve as Chief Financial Officer of Asian-Pacific Media Ltd.; Expert, Consultant, and CPA of Beijing Tianjian CPAs and Moores Rawland CPAs.; Deputy General Manager of Bejing Zhongyinghua Taxation Consultants Co., Ltd, and the Chief Representative of Beijing Office of Hong Kong Institute of CPAs. Chai Qiang, Independent Director. Mr. Chai successively studied in Wuhan University of Technology with major in Management Engineering and obtained bachelor degree in Engineering, Graduate School of Chinese Academy of Social Sciences with major in Technology Economics and Investment Economics and obtained Master Degree and Ph.D in Economics. Currently, he is the Vice Preseident and Secretary-General of China Institute of Real Estate Appraisers and Agents, member of Council for Science and Technology of Ministry of Construction. He used to serve as the Deputy Director of Urban Economy Research Office of China Urban and Rural Construction Economic Research Institute, Deputy- Chief Economist of Centre for Policy Research, Ministry of Construction, Vice Preseident and Secretary-General of China Institute of Real Estate Appraisers. 2. Members of the Supervisory Committee Fu Gangfeng, Chairman of the Supervisory Committee, Senior Accountant. Mr. Fu graduated from Economics Department and Management Department. of Xi’an Highway College with bachelor and master degrees. Presently, he is the Deputy Chief Financial Officer and concurrently General Manager of China Merchants Group. He used to serve as the Director of Accounting Dept. of China Merchants Shekou Industrial Zone Co., Ltd., Vice Chief Accountant of China Merchants Shekou Industrial Zone Co., Ltd., Chief Financial Officer of China Merchants Shekou Shareholding Co., Ltd. (former name of the Company), and Chief Financial Officer of China Merchants Shekou Industrial Zone Co., Ltd.. Ding Yong, Supervisor, and Senior Economist. Mr. Ding obtained a bachelor in Engineering from Engineering School of Wuhan University of Water Transportation Engineering, and MBA from University of Oklahoma. At present, he serves as the General Manager of Enterprise Planning Department of China Merchants Group Co., Ltd.. He used to serve as Assistant Director of Enterprise Management Department of China Merchants Shekou Industrial Zone Co., Ltd.; Assistant General Manager, Deputy General Manager, and Secretary of Discipline Committee of Shenzhen China Merchants Petrol Chemical Co., Ltd.; General Manager of Development Researching Dept. of China Merchants Shekou Industrial Zone Co., Ltd. (during the period, he was sent by the company to study in the United States. from March 2002 to March 2003.); Deputy General Manager of Business Development Dept. of China Merchants Group Co., Ltd.; General Manager of China Merchants Port Service Qingdao Co., Ltd.; and Deputy General Manager of Enterprise Planning Dept. of China Merchants Group Co. ,Ltd.. Wu Zhenqin, Supervisor, Senior Accountant. Ms. Wu graduated from Marine Management School of Shanghai Marine Transportation College with Master’s Degree of Economics. At present, she serves as the General Manager of Auditing Department of China Merchants Group. She used to serve as the Head of Accounting Department of COSCO, Director of Accounting Department of Ship Inspection Bureau of Minister of Transportation; Deputy General Manager of Financing Department of China Merchants Shekou Industrial Zone Co., Ltd; and Chief Financial Officer of China Merchants Shekou Shareholding Co., Ltd. (former name of the Company). Liu Ye, Employee Supervisor, Fourth-grade Lawyer. Mr. Liu graduated from Nanjing University with Bachelor in Law. He joined the Legal Department of the Company in June 2005. Prior to joing the Company, he worked in Xuzhou Secondary Law Office of Jiangsu, Xuzhou Huijun Law Office, 16 China Merchants Property Development Co., Ltd. Annual Report 2008 Xuzhou Huana Property Development Co., Ltd. respectively, holding the posts of Deputy Director Lawyer and Deputy General Manager. Zhu Yu, Employee Supervisor. Ms. Zhu graduated from Shenzhen University with major in English and Business Administration and obtained her bachelor degree in Literature and Management. She joined the Financial Department of the Company in May 2007. Prior to joining the Company, she worked in Deloitte Touche Tohmatsu CPA Ltd. as an Auditor. 3. The Senior Executives Lin Shaobin, Director and General Manager; profile included in the section of the Directors. He Jianya, Deputy General Manager, Engineer. Mr. He graduated from Electronics and Telecommunication Department of Beijing Aviation University with a master degree. Later, he obtained MBA of Guanghua School of Management, Peking University. Currently, he serves as the Deputy General Manager of the Company, Deputy General Manager of Shenzhen China Merchants Real Estate Co., Ltd. He used to serve as the System Director of Shekou Container Port Co., Ltd., Vice Director and Director of Enterprise Management Office of China Merchants Shekou Industrial Zone Co., Ltd. Yang Zhiguang, Deputy General Manager, Senior Engineer. Mr. Yang graduated from South China University of Technology with a bachelor degree in Architecture Engineering. Currently, he serves as the Deputy General Manager of the Company. Previously, he served as the Deputy General Manager, Manager of Development Department of Shekou Industrial Zone Property Co., Ltd.; Assistant General Manager of Shekou Industrial Zone Property Co., Ltd; Deputy General Manager of Shenzhen China Merchants Property Co., Ltd; General Manager of China Merchants Property Co., Ltd and Shenzhen China Merchants Venture Co., Ltd.. Huang Peikun, Director and Chief Financial Offier; profile included in the section of the Directors. Hu Jianxin, Deputy General Manager, Professor Class Senior Engineer. He graduated from Civil Architect Department of Southern China University with a master degree. Currently, he serves as the Deputy General Manager of the Company and Deputy General Manager of Shenzhen China Merchants Real Estate Co., Ltd. He used to serve as the Deputy Manager of Guangdong Provincial Construction Company General, Deputy General Manager of China Merchants Property Co., Ltd, and Deputy General Manager of China Merchants Group, and General Manager of China Merchants Property Co., Ltd.. Wang Li, Deputy General Manager, Senior Engineer. Mr. Wang graduated from Department of Automation, Central South University of Technology. Currently, he serves as the Deputy General Manager of the Company, Deputy General Manager of Shenzhen China Merchants Real Estate Co., Ltd. He used to serve as the Deputy Dean of Southwest Municipal Engineering Design and Research Institute of China, Audit Manager of Construction and Permission Deparment of Construction and Planning Section of China Merchants Shekou Industrial Co., Ltd., Chief Supervisor of Engineering Management Center of Shenzhen China Merchants Property Co., Ltd and Assistant General Manager of Shenzhen China Merchants Real Estate Co., Ltd. Zhu Wenkai, Deputy General Manager, Economist. Mr. Zhu graduated from Wuhan University of Water Transportion Engineering with Master in Transportion Management. Currently, he serves as the Deputy General Manager of the Company and Deputy General Manager of Shenzhen China Merchants Real Estate Co., Ltd. He used to serve as Assistant General Manager of Shekou China Merchants Port Service Co., Ltd.; General Manager of Shenzhen Shekou Zhaogang Industrial Development Co., Ltd.; 17 China Merchants Property Development Co., Ltd. Annual Report 2008 Manager of Enterprises Management Department, Manager of Planning Department, Vice Supervisor of Planning Center, and General Manager of Marketing Center and Assistant General Manager of Shenzhen China Merchants Real Estate Co., Ltd. Liu Ning, Secretary of the Board of Directors. Ms. Liu obtained her bachelor degree from South University of Forestry and Technology, majoring in Mechanical Manufacturing. She completed her graduate courses in Department of Business Administration of Business School of Nankai University, and later obtained MBA from Macau University of Science and Technology. Currently, she serves as the Secretary of the Board of Directors. She has been working in the field of securities since 1998, and was appointed as Representaive for Securities Affairs in 2001, and appointed as Director of Secretariat of the Board since 2004. (III) Information on the positions taken by the Supervisors and Senior Executives in major sharehold holding companies or substantial controller of the Company: Name Name of company Position Job term China Merchants Group Ltd.; Vice President; Since April 2008; Sun Chengming China Merchants Shekou General Manager Since May 2002 Industrial Zone Co., Ltd. China Merchants Shekou Secretary of Party Committee Yang Tianping Industrial Zone Co., Ltd. and Deputy General Manager Since June 2008 China Merchants Shekou Yang Baiqian Deputy General Manager Since June 2007 Industrial Zone Co., Ltd. China Merchants Shekou Hua Li CFO Since October 2003 Industrial Zone Co., Ltd. China Merchants Shekou Chen Gang Economist General Since April 2004 Industrial Zone Co., Ltd. China Merchants Group Ltd.; Deputy CFO; Since May 2008, Fu Gangfeng China Merchants Group Ltd. GM of Financial Department Since April 2002 GM of Enterprise Planning Ding Yong China Merchants Group Ltd. Since April 2007 Dept. Wu Zhenqin China Merchants Group Ltd. GM of Auditing Department Since January 2003 Note: None of the directors and supervisors takes jobs or concurrently takes positions in entities other than shareholding companies. (IV) Annual Rewards According to the Articles of Association, the rewards of the Senior Executives should be decided by the Board of Directors. For the report period, all of the Senior Executives received remunerations from the Company. The rewards were determined with references to their performance evaluation. Except for Directors Lin Shaobin and Huang Peikun, who received remunerations from the Company and four Independent Directors who receiveed allowances from the Company, the other Directors received their remunerations from the shareholder - China Merchants Shekou Industrial Zone Co., Ltd. as they served various positions in China Merchants Shekou Industrial Zone Co., Ltd. Other than two of the Employee Supervisors who received remunerations from the Company, the rest of Supervisors received remunerations from China Merchants Group. The total remunerations before tax received from the Company in 2008 by current Directors, Supervisors and Senior Executives (Unit: RMB ’0000) Name Position Total remuneration Lin Shaobin Director and GM 167.05 18 China Merchants Property Development Co., Ltd. Annual Report 2008 He Jianya Deputy General Manager 116.94 Yang Zhiguang Deputy General Manager 117.07 Huang Peikun Director and CFO 127.73 Hu Jianxin Deputy General Manager 114.33 Wang Li Deputy General Manager 115.88 Zhu Wenkai Deputy General Manager 98.82 Liu Ning Secretary of the Board 74.25 Liu Ye Employee Supervisor 42.41 Zhu Yu Employee Supervisor 15.84 Total 990.32 In the report period, the remuneration of Senior Executives of the Company had decrease by 2% to 20% from the same period of last year.. Allowances for Independent Directors in the report period (befor tax) (Unit: RMB ’0000) Name Total allowances Remarks Meng Yan 12 Chen Yanping 12 Gong Xinglong 12 Newly appointed Independent Director, reeived Chai Qiang 3.30 allowance from September 2008. Total 39.30 V. Changes of Directors, Supervisors and Senior Executives 1. In the report period, the office terms for the 5th Board of Directors and Supervisory Committee of the Company has expired. The 2nd Extraordinary Shareholders’ General Meeting of 2008 was held on September 22, 2008, in which Sun Chengming, Lin Shaobin, Yang Tianping, Yang Baiqian, Hua Li, Chen Gang and Huang Peikun were elected as the Directors of the 6th Board of Directors; Meng Yan, Chen Yanping, Gong Xinglong and Chai Qiang were elected as Independent Directors of the 6th Board of Directors; Fu Gangfeng, Ding Yong and Wu Zhenqin were elected as Supervisors of the 6th Supervisory Committee. 2. On September 19, 2008, the Company held the Employee Representative Congress, in which Liu Ye and Zhu Yu were elected as Employee Supervisors of the 6th Supervisory Committee of the Company. 3. On September 22, 2008, the Company held the 1st Meeting of the 6th Board of Directors, in which Sun Chengming was elected as the Chairman of the 6th Board of Directors of the Company; Lin Shaobin was engaged as the General Manager of the Company; He Jianya, Yang Zhiguang, Hu Jianxin, Wang Li and Zhu Wenkai were engaged as the Deputy General Managers of the Company; Huang Peikun was engaged as CFO and Liu Ning was engaged as the Secretary of the Board of the Company. II. Information on Employees As at December 31, 2008, the Company had registered staffs of 7,922, including 1,300 in real estate development and water & electricity supply business sector. Below is information about education and technical background of the formulating of the employees: Professional Production Sales personnel Technicians Finance personnel Administrative Others 19 China Merchants Property Development Co., Ltd. Annual Report 2008 personnel personnel Number of 97 297 554 96 250 6 persons Proportion 7.46% 22.85% 42.62% 7.38% 19.23% 0.46% 3-year regular college Senior middle school Education Master or above Bachelor graduate graduate or below Number of 128 671 281 220 persons Proportion 9.85% 51.62% 21.62% 16.92% 6,622 staffs were in the property management business sector, below is their education background: 3-year regular college Senior middle school Education Master or above Bachelor graduate graduate or below Number of 14 388 992 5,228 persons Proportion 0.21% 5.86% 14.98% 78.59% Note: The Company undertakes no pensions for retired employees. Chapter 6. Corporate Governance Structure Pursuant to the requirement of the Company Law, Security Law and relevant laws and regulations issued by the CSRC and Shenzhen Stock Exchange, the Company has been continued to fine-tune its corporate governance structure, improve its internal control system and standardize business operations. At present, there is no difference between the actual conditions of the corporate governance structure and the requirement of the regulations mentioned above. I. Efforts in Improving the Governance of the Company 1. Shareholders and the Shareholders’ General Meeting In the report period, the Company held three Shareholders’ General Meeting. The procedures of convening and holding these events strictly adhere to the regulations of relevant laws and regulations and the Articles of Association; the controlling shareholders has shown great support in improving the Company’s governance structure and quality. The Company and related shareholders have strictly adhered to business principles, treating each other in an equal and mutually beneficial way, and strictly implemented the rule to obtain prior approbation of Independent Directors so as to ensure legal rights and interests of all shareholders. 2. Directors and the Board of Directors In the report period, the Board of Directors of the Company held 17 meetings, including 3 on-site meetings. The Board of Directors established three Special Committees and revised Audit Working Regulations of the Audit Committee in 2008. The Strategy Committee, Audit Committee, Remuneration and Examination Committee of the Board of Directors made great efforts in fulfillng their respective roles, with strict adherence to the Articles of Association and working guidelines for each committee. The Committees have provided expert opinions and prior assessment procedure for the decision-making of the Board, which rendering the decision-making process more scientific. In particular, by means of improving the internal control mechanism, undertaking regular inspection of its execution, establishing, supervising the working progress of the Annual Report, and conducting timely communication with CPAs, the Audit Committee has been able to fully exert its supervisory function. 3. Supervisors and the supervisory committee In the report period, the Supervisory Committee held 6 meetings, and the Supervisors attended all of the Board Meetings as observers. Each supervisor has developed a timely and in-depth understanding 20 China Merchants Property Development Co., Ltd. Annual Report 2008 of the operations of the Company, and provided effective supervision to the Directors, Supervisors and management team in their execution of authorities and duties. 4. Election of new term of the Board of Directors and Supervisory Committee The office term for the 5th Board of Directors and Supervisory Committee expired in 2008. The 2nd Extraordinary Shareholders’ General Meeting 2008 elected members of the 6th Board of Directors and Supervisory Committee, and completed the election at expiration of office terms. The new term of the Board of Directors has 11 members, including 4 Independent Directors, and the Supervisory Committee has 5 members, including 2 Employee Supervisors. 5. Efforts in enhancing corporate governance In the report period, the company has made great efforts in fulfilling the promise made in the Special Work for Promoting Corporate Governance in 2007, and continued to resolve existing problems. According to the requirements of Notice No.27 in 2008 issued by the CSRC and Notice on Special Work for Promoting Corporate Governance (SZJGSZi [2008] No.62), the Company undertook self-inspection of the listed issues in the reform report formed during the Special Wampaign for Promoting Corporate Governance in 2007, and disclosed Notice on Reform of the Corporate Governance on July 18, 2008. In the Special Work for Promoting Corporate Governance in 2007, a variety of problems were identified via self-inspection, public appraisal and on-site inspection by Securities Regulatory Bureau; the Company has basically resolved these problems in limited period through establishing,,revising and implementing internal control systems; as for the irregular behaviors of reporting undisclosed information, the Company employed measures such as establishing data delievery and security system, Commitment Letter issued by shareholders and substantial controllers to enhance management of undisclosed information, controlling range of insiders and reporting undisclosed information to Securities Regulatory Bureau. In the report period, pursuant to the requirement of Special Work for Promoting Corporate Governance, the Company undertook self-inspection about capital taken up by related parties and submitted Statistics of Capital Exchange of Related Parties of Listed Company to Securities Regulatory Bureau on a quarterly basis. II. Information on Reporting Undisclosed Information to Controlling Shareholders As a state-controlled listed company, pursuant to relevant laws and regulations of state-owned assets management, the Company is required to report financial report to cointrolling shareholders. In the report period, the Company strictly adhered to undisclosed information range as is stated in Criteria of Confidentiality and Reporting the Undisclosed Information to the Controlling Shareholders by Relative Personnel, disclosed information and maintained confidentiality according to approval procedure. The undisclosed information reported to controlling shareholders was mainly examined and approved by heads of relevant departments; the means of information transmission includes financial software or e-mail; relevant persons in each stage were included as insiders; information was approved by responsible personnel in before delivering; authorization records are complete. The controlling shareholder-Shekou Industrial Zone and the substantial controller-China Merchants Group strictly adhered to promises and used the undisclosed information being reported in a legal way In the report period, the undisclosed information being reported included: Monthly Finance and Operation Express; Quarterly Financial Report, Analysis Report on Operation Status and Cost, Statistical Analysis Report; Annual Financial Report, Settlement Report and Five-Year Plan. The category of the abovementioend undisclosed information being reported and profile of insiders had been timely reported to Shenzhen Securities Regulatory Bureau. III. Execution of the Duties of Independent Directors (I) The Attendance of Independent Directors to Board Meetings 21 China Merchants Property Development Co., Ltd. Annual Report 2008 Number of Board Name of Independent Attendance in Attendance by Meetings during the Absence(times) Director person (times) proxy (times) year (times) Liu Hongyu 10 10 0 0 Meng Yan 17 16 1 0 Chai Qiang 7 7 0 0 Chen Yanping 17 17 0 0 Gong Xinglong 17 17 0 0 Notes: In the report period, the Board of Directors completed the election at terms expiration, and Chai Qiang took the post from September 22, 2008, while Liu Hongyu left the post from September 22, 2008. In 2008, the Company held three shareholders’ General Meeting, in which Liu Hongyu, Chen Yanping and Gong Xinglong attended the 2007 Annual Shareholders’ General Meeting, Gong Xinglong attended the 1st Extraordinary Shareholders’ General Meeting of 2008, and Chen Yanping, Gong Xinglong and Chai Qiang attended the 2nd Extraordinary Shareholders’ General Meeting of 2008. (II) Active Participation in the Work of Special Committees of the Board of Directors: Independent Directors took up positions in Strategy Committee, Audit Committee, Remuneration and Examination Committee. Chai Qiang was member of Strategy Committee; Meng Yan was the convener of Audit Committee; Chen Yanping was the convener of Remuneration and Examination Committee; Gong Xinglong was member of Audit Committee and Remuneration and Examination Committee. In the report period, they all actively participated in the work of each committee, and offered expert opinion to the Company’s business strategy and major investment decisions. (III) Execution of Duties in Compiling and Disclosing the Annual Report In the report period, the Company established The Working Rules of Annual Report for the Independent Directors. During the process of compiling and disclosing the Annual Report, Independent Directors seriously performed their duties by hearing management team’s report of production, operation and progress of significant events, spot investigating projects and communicating with CPAs, and exerted independent function in annual report work. (IV) Active Offering of Opinions on Related transaction and Other Major Issues: In the report period, based on the requirement of The Working Instruction of Independent Directors, Independent Directors fulfilled their supervisory duties by offering of independent opinions on related transaction (including related transaction associated with public offering of A-shares, entrustment loan and assets tenancy), appointment of Directors and Senior Executives, and self-evaluation of internal control. (V) Pursuant to relevant laws and regulations, the Independent Directors paid attention to the management of proceeds, reviewed the Notice on the Management and Use of Proceeds, and considered that there was no difference between the actual use of proceeds and what have been disclosed. (VI) In the report period, Independent Directors did not expresse disagreement on proposal approved in the past shareholders’ general meeting and other issues. IV. The Company’s Independence in Business Operations, Assets, Staff, Organization, and Finance from its Controlling Shareholder The business scope of the Company differred with that of the controlling shareholder; the Company is completely independent from the controlling shareholder in terms of business operations, assets, staff, organization, and finance. The Company maintains its business independence and operation autonomy. V. Establishing and Enhancing the Internal Control Mechanism (I) General situation of the Company’s Internal Control: Pursuant to the regulations of the Company Law, Securities Law and the Rules of Shenzhen Stock 22 China Merchants Property Development Co., Ltd. Annual Report 2008 Exchange for the Listing of Stocks, the Company has established a set of relatively complete internal control mechanism which involves each operation unit and management level, with consideration of the characteristics of real estate business industry and business structure of the Company. In production, operation, finance management and information disclosure, the Company has written rules to follow and the internal control mechanism was effectively implemented. Chart of controlled subsidiaries and shareholding structure 23 6 Property Co., Ltd. Beijing Kanglade Real Estate Development Co., Ltd. 49% 50% Shenzhen CM Guangming CM Jiaming(Beijing) Real Science Park Co., Ltd. Estate Development Co., China Merchants Property Development Co., Ltd. 60% 51% China Merchants Property Development Co., Ltd. Zhangzhou CM Real Estate Shanghai Fengyang Real Estate Development Co., Ltd. Co., Ltd. 75% 100% Tianjin CM Real Estate Co., CM Property (Chongqing) Ltd. Garden City Co., Ltd. 45% 90% Tianjin Xinghai Real Estate 10% Development Co., Ltd. Shanghai CM Real Estate 50% Co., Ltd. Shenzhen CM OCT 90% 10% Investment Co., Ltd. 45% 24 Shenzhen Host City Investment Co., Ltd. Shenzhen Haitao Hotel Co., 10% Ltd. 90% 90% CM Property (Chongqing) Shenzhen Taige Apartment Co., Ltd. Management Co., Ltd. 100% 5% 95% CM Property (Suzhou) Co., Shenzhen Meiyue Real Ltd. Estate Consulting Co., Ltd. 72.59% 100% Shenzhen CM Real Estate Guangzhou Qidi Tech Garden Co., Ltd. Investment Co., Ltd. 100% 10% 90% CM Garden City(Beijing) Real Shenzhen CM Construction Estate Development Co., Ltd. Co., Ltd. 100% 80% 20% Shanghai CM Fengrui Shenzhen CM Property Property Co., Ltd. Consulting Co., Ltd. 100% 90% Shanghai CM Fengsheng 10% Shanghai 100% Property Co., Ltd. CM Property Co., Ltd. Shanghai CM Minsheng 40% 60% Property Co., Ltd. Tianjin Zhaosheng Real 51% Estate Co., Ltd. Zhuhai Yuanfeng Real 5% 95% Estate Co., Ltd. 100% CM Power Supply Co., Ltd. Zhuhai Huifeng Real Estate 10% Co., Ltd. 90% 51% CM Property Management Co., Ltd. Shenzhen CM Anye Investment Development Co., Ltd. 41.5% 5% 95% Shenzhen CM Water Supply Co., Ltd. Shenzhen CM Property Management Co., Ltd. 58.5% 90% Shenzhen Maidesi Civil Engineering Co., Ltd. China Merchants Property Development Co., Ltd. Annual Report 2008 (II) Enhancing the Internal Control Mechanism The Company is dedicated to continue to enhance its internal control mechanism. In 2008, in land purchase, project planning and design, project construction and commercial housing sales as well as related transaction and information disclosure, the Company has been revising, refining the mechanism based on the need of business control and change of actual circumstances. In terms of financial management, pursuant to rules of New Accounting Standard for Business Enterprises, the Company sorted, complemented and refined the current financial management system, accounting system and various rules of financial management, which enhanced the Company’s ability in monitoring and management of financial activities. The implementation of the new system would further standardize and enhance the role of finance in control and monitoring budget, cost, sales and capital in the whole process of real estat4e development Besides, due to the need of the business, there are some foreign currency loans. In order to avoid the risk inccured by foreign currency loan due to fluctuation of exchange rate, it is necessary to use NDF transaction (Nondeliverable Forward Exchange Transaction) to foreign currency loan. The Company always employ NDF transaction to foreign currency loan with the authorization of the Board of Directors to meet the management objective of minimization of risk. In the report period, the Company revised its Derivative Financial Instrument Transaction System and submitted it to the Board of Directors for approval. The system has laid down rigorous rules in authorization, report, monitoring and accountability to ensure that risk is being controlled in a limited range. (III) Inspection and Monitoring of Implementation of the Internal Control Mechanism The Company has adopted multilayer monitoring and control for the implementation of internal control. The Audit Committee is responsible for directing and supervising the establishment, improvement and implementation of internal control; the headquarter of the Company is responsible for the management of major events, and decision-making, management and control in exceptional events; the Company’s group dedicated to operation reform undertook regular inspection of production and operation plan of each project and provided precaution and trend analysis; the Safety Committee occasionally inspected the safety of each project to timely avoid potential safety problem; the Engineering Management Center occasionally inspected project in progress to strengthen the supervisal of progress and quality of engineering. The Company also supervised and managed each subsidiary companies, project department, functional department and employees through performance evaluation. The Company has established an institution dealing specifically with internal control – the Audit and Internal Risk Control Department, the responsibility of which was conduct internal auditing and monitoring of business management, budgeting and expenses status, operation benefit and potential risk of each subsidiary companies, the Audit and Internal Risk Control Department is answerable to the Board of Directors and provides regular report about the implementation and monitoring of internal control to the Board of Directors each year. (IV) The Plan to Further Improve the Internal Control Mechanism The Basic Standard for Enterprise’s Internal Control jointly issued by the Ministry of Finance and other ministries and commissions would be implemented among listed companies in 2009. The Board of Directors asked the Company to take the new regulation as an opportunity, to comprehensively examine, revise, and improve the current internal control mechanism. Meanwhile, the Company should make objective appraisal on the implementation and effects of the current internal control mechanism, conduct in-deepth analysis and estimate potential operation risk, and actively adopted appropriate countermeasures to enhance the effectvieness of internal control. (V) The Board of Director’s Opinion on the Company’s Self-Evaluation Report in Internal Control and the Appraisal of Auditing Institution: 1. Pursuant to The Standard for Internal Accounting Control—General Standard (Trial) issued by the Ministry of Finance and other more specific rules, the Company has established an internal control mechanism related to financial reports; the internal control mechanism is reasonably designed, and effectively implemented. 2. Auditing Institution offered Appraisal Opinions on Internal Control: details can be found in the Notes to Annual Report. 25 China Merchants Property Development Co., Ltd. Annual Report 2008 Deloitte Touche Tohmatsu CPA Ltd. was entrusted to audit the abovementioned Self-Evaluation Report of Internal Control, and offered Auditor’s Report on Internal Control (DSB (He) Zi (09) No.E0011). According to the auditor’s report, as of December 312, 2008, in all major areas, the Company has effectively maintained the internal control mechanism stated in Self-Evaluation Report, which was related to financial statements, established according to The Standard for Internal Accounting Control—General Standard (Trial) issued by the Ministry of Finance and more specific rules. VI. Peformance Evaluation and Incentive Mechanism for Senior Executives The Company has adopted a performance evaluation method for Seinor Executives which combines Annual Performance Evaluation and Annual Interview Evaluation: the Annual Performance Evaluation is to first identify evaluation indicators through breaking down the tasks of Senior Executives based on objective responsibility proposal and annual working plan and then review the accomplishment of the evaluation indicators and overall appraisal made by the subject’s direct superior and subordinate staff and same-level colleagues to determine the result of Annual Performance Evaluation;the Annual Interview Evaluation is conducted through interviewing with the subject’s direct superior and subordinate staff and same-level colleagues, to examine his or her work performance, and in the end formulate the result of Annual Interview Evaluation. The results of performance evaluation of Senior Executives constitute important basis to determine their retention, promotion, demotion, and remuneration level. \ Pursuant to the Articles of Association and relevant laws and rules, the Company has established Incentive and constraint mechanism in association with the Company’s business characteristics; the Company has set up a reasonable remuneration system based on the organization’s internal career development path, which ensures that individual remuneration reflects the difference in job responsibilities, technical level and work efficiency. The level of remuneration is also adequately competitive to attract outside talents. When determining the incentive mechanism for Senior Executives, great attention has been paid to effectively connect incentive with performance and exploiting the role of incentive mechanism in enhancing the Company’s management. Remunerations of Senior Executives are finally determined by individual performance evaluation, with reference to market rates. Currently, the Company is researching on share incentive mechanism according to relevant state laws, regulations and policies, in order to establish an incentive mechanism which is more scientific, reasonable, complete and market competitive. VII.Performance of Social Responsibility Since its foundation, the Company has inherited the corporate culture of China Merchants emerged through over one hundred years, which carries grand historic mission and sense of social responsibility. During its development, the Company is not satisfied with being merely a “homo economicus” that is only interested in pursuing economic profits. On the one hand, the company is actively engaging in creating economy value, on the other hand, committed to maintaining the harmny between society and environment, focusing on people’s livelihood. The Company is willing to be a “person of the society” who is brave to bear social responsibility, and set a good image of enterprise. The Company is making great efforts to establish a harmonious enterprise with healthy organization atmosphere, sustainable development of the enterprise, comprehensive growth of employees and common identification of the society. This year is the first time the Company publishes its report on social responsibility. The report has fully recorded the Company’s achivements in social responsibility in its history. Chapter 7. The Shareholders’ General Meeting During the report period, one Shareholders’ Meeting and two Provisional Shareholders’ Meetings were held: I. On March 17, 2008, the Company held the 2007 Annual Shareholders’ General Meeting, and the resolution notice was released on March 18, 2008. II. On June 2, 2008, the Company held the 1st Extraordinary Shareholders’ Meeting, and the resolution notice was released on June 3, 2008. 26 China Merchants Property Development Co., Ltd. Annual Report 2008 nd III. On September 22, 2008, the Company held the 2 Extraordinary Shareholders’ Meeting, and the resolution notice was released on September 22, 2008. The above notices were all published on China Securities Journal, Securities Times and Shanghai Securities News. Chapter 8. Report of the Board of Directors I. Management Discussion and Analysis (I)Analysis on business environment and its impact on the Company In 2008, the domestic and overseas environment for national economy was complex and unstable. In the first half of the year, with respect to the outstanding problems occured in the economy such as rapid increase of price and monetary expansion, the State made “Preventing the Economy from Overheating, Preventing from Inflation” as the main target for macro-economic control, in accordance, moderate fiscal policy and tight monetary policy were implemented. As the policies were reinforced with more strength, inflationary pressure and tendency of overheated investment were effectively constrained. GDP for the first half of the year had increased by 10.4% on a year-on-year basis, and the growth rate had declined by 1.8 percentage point on a year-on-year basis. Since September, the financial crisis originated from the subprime crisis has spread to the whole world, from developed countries to emerging economies, from financial system to the real economy. As a result, growth rate of domestic economy was slowed down, GDP for the 3rd quarter had increased by 9% on a year-on-year basis, and growth rate has declined by 2.3 percentage points on a year-on-year basis. For the 4th quarter, GDP increased by 6.8% on a year-on-year basis and the growth rate has declined by 4.4 percentage points on a year-on-year basis. Consequently, GDP for the whole year only increased by 9.0% from last year, the lowest level in the past 7 years. To deal with the crisis, the national government defined “Maintaining the Steady and Rapid Growth of the Economy” as the target for macro-economy control; implemented active fiscal policy and moderate monetary policy; and made relevant adjustment on interest rate and taxation policy for a number of industries. In the first half year of 2008, as a result of the impact of macro-economy policy, domestic real estate market continued to experience adjustment. Sales area of commodity residential properties for the 1st and 2nd quarter decreased by 0.3% and 10.8% on a year-on-year basis, respectively, and sales amount increased by 5.2% and decreased 4.9% on a year-on-year basis, respectively. Major industrial indicators also fell steadily. Through the second half of the year, following the drastic change in domestic and overseas economic environment, the fact that real estate industry is closely related to national economy and highly dependent on capital, rendered the industry into deep adjustment. This was reflected through the shrinking of sales amount, the falling of house, and the reduction of investment. As for the 3rd and 4th quarters, the sales area of commodity residential properties decreased by 27.2% and 25.3% on a year-on-year basis, respectively, and sales amount decreased by 33.9% and 26.0% on a year-on-year basis, respectively. Key industrial indicators had seen a significant drop from the first half of the year. In capital, real estate enterprises experienced double pressures from shrinking sales and tightened financing channels. In the composition of capital used for real estate development in 2008, capital raised from account paid in advance and earnest money decreased by 29.7% on a year-on-year basis, and capital raised by enterprises themselves had reached 28%. The whole year funding gap for real estate businesses had increased to RMB 600 billion. The growth rate of finishing development investment in real estate for the whole year dropped back 9.3 percentage points on a year-on-year basis. For the Company, 2008 was a year when many saleable resources were ready for release and regional projects successively reached sales period, after the Company completed its strategy layout across the whole nation. Based on its strategic plan and development phase the Company made year 2008 as the “Sales Year”. In the whole year, the Company promoted 18 projects in 11 cities across the nation with the on-sale buildings presented to market reaching to 750,000 square meter. Viewing by region, 40% of on-sale projects were located in the Pearl River Delta Region, which was the region adjusted with the largest scope in real estate market; viewing by timing, 80% on-sale projects were released in the 3rd and 4th quarters when the market condition deterioriated drastically. Faced with the griming condition, the Company endured unpredictable test and challenge in 2008. 27 China Merchants Property Development Co., Ltd. Annual Report 2008 (II) Countermeasures In the first half of 2008, the Company had been mainly focusing on enhancing three basic capacities: management, turnover and cost. A series of effective management and control measures were made and adopted. During the initial stage of transition from a regional developer to a national developer, through the establishment of various systems and mechanisms in regional headquarters, the Company introduced strict authorization procedure and systematic control mechanisms with regard to operational decision-makings in subsidiary companies. These mechanisms helped to control risks brought by business expansion. As the management teams of projects companies in different localities become increasingly mature, in order to enhance management and decision-making effiency and to respond more promptly to market environment, the Company further clarified the defnitions of responsibilities and jurisdictions of the national headquartter, regional headquarter, project companies and various special committees based on the principle of “Decentralizing Power, Matching Authority with Accountability, and Moving Forward Focus”, moved forward management function, shortened decision-making chain,, and made distinctive improvement in efficiency. With regard to the problem that project development period had been too long as a result of excessive attention paid on product design in the past, the Company established a Sustainable Production and Operation Group; using the three principles of “Advancement, Contraction and Parallelism”, the Company implemented advanced design scheme to shorten the time from land purchase to project construction. By means of advanced project classification, improvement of multilayer management and detailed development template, the Company successfuly reduced development period to more than 100 days. In the report period, the Company founded Shenzhen China Merchants Construction Corporation Limited, which is qualified for self inviting public bidding, to further strengthen management and control on project development progress. The Company started overall cost-reduction work in project cost, financing cost and administrative cost. In terms of project cost management, the Company focused on key indicators which had significant impact upon cost, and managed to enhanced cost control through planning and design, the iinitial stage of project development. Through design optimization, the Company successfully reduced costs for 28 projects. In terms of financing cost control, Regarding financing cost control, the Company managed to adjust debt structure in terms of compositions of long and shor-term loans, domestic and foreign currency loans, and in so doing maintained average financing cost at a relatively low level. The Company also adopted effective measures to rigorous control administrative costs, and main expenses for main projects were reduced to 70% of annual budget. In the second half of 2008, as the economic recession caused by financial crisis deteriorated, market confidence for economic growth was further weakened, and housing price was expected to further decrease. As a result, adjustment experienced in the real estate market became even deeper..The Company set “Ensuring Financial Security” as the working focus for the second half of year; marketing and sales and active financing are elevated to primary position in the Company’s operation strategy. In the 2008 “Sales Year”, the Company launched a great number of projects, while facing a deteriorated market environment and increasingly fierce competition; sales pressure increased significantly. The Company understood that inceasing sales and speeding up capital backflow should be the most effective way to reduce funding pressure and maintain business performance for the year. The Company adopted the theme of “Promoting Sales and Speeding up Capital Backflow”, based on which actively carried out business operation and management works; strengthened training for sales personnel; introduced professional sales team and experience, and advocated the “all emloyees marketing”strategy.. The Company adopted the marketing strategy of “Respecting Market, Paying Attention to Competition, and Speeding up Sales” implemented flexible and effective pricing strategy, achieved a balance between speed-up of sales and maintaining adequate space of profits. The existence of a stable financial structure is a critical factor for real estate companies to successfully get through the industry crisis. With due consideration of external situation, financing environment and its own financial status, the Company launched financing efforts in capital market and monetary market 28 China Merchants Property Development Co., Ltd. Annual Report 2008 in 2008. In terms of financing in capital market, under the guidance from the Strategy Committee of the Board, the Company designed an additional public offerring scheme which matched the condition of the Company as well as market environment,, determined a reasonable offering price, carefully followed market condition, and made an in-time decision to complete the public offering, raising proceeds of 5.777 billion. This was a major achievement given the market circumstances of 2008;; the refinancing was effective in relieving the Company from funding pressure and strengthening its capacity in enduring market adjustment. In terms of financing in monetary market, under the guidance of monetary policy, the Company optimized debt structure in terms of domestic and foreign currency and long and short term loans; properly arranged and adjusted capital used for loan repayment, conducted rigorous control on liquidation risks, actively expanded credit lines from commercial banks. The Company received credit line of RMB 31.6 billion from commercial banks, an increase of RMB 17.4 billion from 2007, which played a significant role in ensuring capital supply for the Company. To hedge risk from foreign exchange, the Company arranged Non-deliverable Forward (NDF Trade) for foreign currency loans to fix exchange rate. According to the conventional transaction control system, the Company standardized transaction operation and conducted risk management. II. The Company’s Business Review (I)Overall Operation In 2008, while the industry was subject to deep downward adjustment, and many domestic and overseas unfavorable factors have made a negative impact on the Company, the Company still managed to realize a comparatively sound business performance. Realized operating income was RMB 3.573 billion, and net profit attributable to shareholders of parent company was RMB 1.228 billion. There has been a modest increase in net profit from last year. Among the operation income: RMB 1.94 billion generated from sales income of commodity residential houses, with settlement area of 113,500 square meters; RMB 0.503 billion generated from leasing income of investment property, with leasing area of 6.25 million square meters; RMB 0.679 billion generated from sales income of power supply, with 841,460,000 kilowatt electricitybeing sold; RMB 0.079 billion generated from sales income of water supply, with 28,410,000 tons of water being sold. In the report period, change in main business sectors on a year-on-year basis: Operation income Operation cost Operation gross profit Gross profit ratio Amou Increa Amount Amount Increase Increase nt se or Percentage or or decre point Proporti Proportion decreas Proporti Business decrease ase Profit increased on taken taken e on taken Sector compare comp margi or RMB’0 in total RMB’ in total RMB’0 compar in total d to that ared n (％) decreased 00 amount 000 amount 00 ed to amount of last to that year-on-ye that of year of last ar last year year Real estate 1,939,96 976,39 developme -26% 54% -15% 47% 963,574 -35% 65% 50% -6 9 4 nt Property 261,19 502,593 31% 14% 38% 12% 241,398 25% 16% 48% -2 leasing 5 Real estate 60,089 -42% 2% 56,506 -29% 3% 3,583 -84% 0% 6% -16 agency Power and 533,29 water 757,237 4% 21% -4% 25% 223,945 30% 15% 30% 6 2 supply Property 258,19 manageme 300,650 23% 8% 39% 12% 42,457 -26% 3% 14% -10 3 nt During the report period, the Company realized good performance in sales, with real estate sold with signed agreements amounting to RMB 6.415 billion and 44,520,000 square meters, making average sale price of approximately RMB 14,400 per square meter. Although annual sales plan was not accomplished,, the Company nevertheless realized a significant growth from last year. Among the sales reached with 29 China Merchants Property Development Co., Ltd. Annual Report 2008 agreements, RMB 1.625 billion was from Nanjing International Financial Center, with total sale area of 118,000 square meters. Due to the fact that a large amount of middle and high-end projects were launched in this year, the average sale price increased considerably from last year. (II)Operation of the Main Business of the Company Real estate development In the report period, the Company started the development of 42 real estate projects in across 11 cities simultaneously. At the end of 2008, a total area of 1,610,000 square meters was on sale, and 3,300,000 square meters area was in construction or being completed but not yet available for sale. Real estate project unders development in 2008 (Unit: ’0000 square meters) Area of construction Area in process Planned Equity settled Launched Finished and Accumulatively No. Project name Region construction construction in / to be / to be construction settled area area area current launched finished unsold year though finished Lanxi Valley Nanshan 1 14.75 14.75 11.70 1.72 3.05 2005.09 2007.08 Phase II Shenzhen Longgang 2 Yishanjun 27.56 27.56 9.99 1.51 11.79 2005.06 2009.08 Shenzhen Nanshan 3 Haiyue Huating 7.60 7.60 7.60 - - 2007.02 2009.07 Shenzhen Garden City Nanshan 4 4.05 4.05 - - - 2007.09 2009.9 Syber Port Shenzhen Technology Nanshan 5 Building Phase 4.26 4.26 - - - 2009.03 2010.03 Shenzhen II Garden City Nanshan 6 2.71 2.71 2.71 - - 2008.03 2010.06 Phase V Shenzhen Nanshan 7 Kings Ville 12.93 12.93 - - - 2009.04 2012.06 Shenzhen Nanshan 8 Pilot Tower 6.80 6.80 - - - 2009.08 2012.03 Shenzhen Nanshan 9 Pilot Park 3.20 3.20 - - - 2009.08 2012.04 Shenzhen Bao’an 10 BUENA VISTA 30.31 15.16 3.26 1.84 7.14 2005.09 2011.10 Shenzhen Bao’an 11 CM Lanyuan 22.28 22.28 22.28 - - 2008.03 2009.12 Shenzhen Bao’an 12 CM Guanyuan 22.22 22.22 - - - 2008.08 2011.08 Shenzhen Panyu 13 Golden Valley 94.61 94.61 12.90 - - 2008.02 2015.07 Guangzhou Panyu Panyu 14 Innovation Tech 83.94 58.76 - - - - - Guangzhou Garden Foshan Evian Foshan 15 45.90 22.95 35.30 - - 2008.04 2012.06 Town Guangdong Foshan Evian Up Foshan 16 26.83 13.42 10.80 - - 2008.08 2013.03 Town Guangdong Zhuhai Xiangzhou 17 Merchants 12.30 6.27 12.30 - - 2008.12 2011.02 Zhuhai Garden City A Zhuhai Xiangzhou 18 Merchants 22.12 22.12 - - - 2009.05 2012.07 Zhuhai Garden City B Songjiang 19 Dream of Evian 10.41 10.41 2.03 - 6.83 2005.09 2008.12 Shanghai Minhang 20 Zhuanqiao 13.76 13.76 8.11 - - 2008.07 2011.11 Shanghai Fengxian 21 Nanqiao 9.86 9.86 9.86 - - 2008.03 2010.03 Shanghai 30 China Merchants Property Development Co., Ltd. Annual Report 2008 Area of construction Area in process Planned Equity settled Launched Finished and Accumulatively No. Project name Region construction construction in / to be / to be construction settled area area area current launched finished unsold year though finished Shanghai Hyde Baoshan 22 29.53 17.72 4.94 0.02 0.02 2006.05 2012.07 Garden Shanghai Shanghai Gulf Fengxian 23 10.90 10.90 1.47 - - 2008.10 2014.10 Garden Shanghai Nanjing 24 Evian Valley 14.51 14.51 10.48 1.84 1.84 2006.12 2010.12 Xianling Nanjing Nanjing 25 42.05 21.03 - - - - - Xianling G82 Xianling Xiangcheng 26 Evian Town 22.57 22.57 10.59 1.93 7.35 2005.06 2009.03 Suzhou Suzhou Stone Wuzhong 27 92.90 55.74 - - - 2008.04 2014.03 City Suzhou Suzhou 28 Suzhou Weiting Industry 16.90 8.45 - - - 2009.12 2012.12 Park Chaoyang 29 Park·1872 42.14 42.14 18.95 1.92 1.92 2006.10 2012.11 Beijing Beijing Xicheng Changping 30 42.60 21.30 25.82 - - 2008.10 2012.04 House Beijing Tianjin Xikang Heping 31 3.40 2.55 2.85 0.55 0.55 2007.3 2009.11 Road No.36 Tianjin Weijin South Nankai 32 31.18 31.18 8.59 - - 2007.10 2013.09 Road Item Tianjin CM Jiangwan Jiangbei 33 42.72 42.72 10.87 - - 2007.04 2012.12 City Chongqing North New Chongqing 34 Region 51.93 51.93 - - - 2009.11 2015.08 Garden City Chongqing Zhangzhou Zhangzhou CM 35 Development 13.70 6.99 13.70 - - 2008.07 2011.11 Garden City Zone Zhangzhou 36 Nanpaotai Development 67.80 34.58 - - - - - Zone Zhangzhou 37 Southern wood Development 10.37 5.29 - - - - - Zone Total 1,013.60 785.28 257.10 11.33 - Explanation: The total area settled and transferred in the report period amounted to 249,300 square meters, including: the total area settled and transferred listed in the above table amounted to 113,300 square meters; 18,000 square meters for Zhangzhou Yishanhai and Zhangzhou Coral Garden; and 118,000 square meters were settled and transferred by the integrity sale of transferring subsidiary company of Nanjing International Finance Center held by the Company. Operation of investment property The Company’s total area of investment property available for lease was 625,600 square meters, this includes the newly added property of Sea Transportation Center and Nanhai E Cool Park, which accounted for 90,000 square meters. The accumulative leasing area accomplished throughout the year was 6,250,000 square meters, with realized leasing income of RMB 503 million, a 31% increase from last year. The annual growth rate of income generated from main properties such as Taige Apartment, Garden City Center and Technology Building all exceeded 10%. Since new projects would need to experience a certain period before leasing rate starting to rise, the total leasing rate of office buildings and factories in 2008 experienced a considerable decrease from last year. Moreover, due to external factors, leasing rate of other properties had also declined to some degree. Considering the impact on leasing business due to change of market environment, the Company had already taken a proactive approach to deal with the problem, employing methods such as retaining present clients and developing new clients, in order to 31 China Merchants Property Development Co., Ltd. Annual Report 2008 reduce extranl impact upon leasing rate. Particulars about the investment property of 2008 Area available Accumulatively leased area Leasing rate for leasing Square meter’0000 Indicative Building Square 2008 2007 2008 2007 meter’0000 Apartment 6.74 70.03 66.45 85% 81% Taige Apartment Villa 6.59 68.90 69.39 87% 90% Jingshan Villa Office building 21.22 190.17 108.66 76% 98% New Times Square Shop 14.85 168.33 196.52 94% 97% Garden City Center Workshop (others) 13.16 127.85 116.10 84% 97% Science & Technology Building Total 62.56 625.28 557.11 84% 95% Power and water supply in the Park In the report period, the Company’s power and water supply business in the Park was continuously influencedby industry structure adjustment of Shekou Industrial Zone. Quantities of power and water supply declined moderately from last year. However, as the energy-intensive manufacturing businesses gradually moving out from Shekou region, it was beneficial to develop Shekou as better residential area, which would then increase property value in the region. Changes of power and water supply business Business Unit 2008 2007 Year-on-year increase / decrease Power supply Kilowatt’0000 84,146 87,598 -3.9％ Water supply Ton’0000 2,841 3,021 -5.96％ Property management In 2008, the Company improved its property management in two aspects. Firstly, the core of the business sector was to provide a supplement to the Company’s real estate business, and meanwhile, the Company actively sought for high-end business opportunity, and realized significant achievement in business development; secondly, the Company enhanced quality guarantee mechanism, standardized onsite service, promoted management quality, and increased market dynamics. Ever since the Company stepped into the business of property management, the Company had assisted its developing products with national level-1 property management. The Company’s capacity in cooperation had been improved, and realized the piling-up effect of excellent real estate and excellent property management brand. In the report period, the total area under the Company’s property management amounted to 14,570,000 square meters, a 4% decline from last year. Income from management fees was RMB 301 million, an 23% increase from last year, which was caused by changes in structure of property under management. Table on change in property management area (Unit: square meter’0000) Business 2008 2007 Year-on-year increase or decrease Entrusted management 868.66 886.77 -2.04％ Consultant management 588.06 635.02 -7.40％ (III) Main Suppliers and Clients of the Company Due to the business characteristics of the Company, its main suppliers include the power supplier-China Light & Power Co. Ltd. and water supplier- three reservoirs at Shenzhen. The amount of suplly due to direct procurement for real estate business was relatively small, thus there were only a few direct suppliers involved. In 2008, power sold by Shenzhen China Merchants Power Supply Co., Ltd. to the top five clients took 45% of the total power sales; and water sold by Shenzhen China Merchants Water Service Co., Ltd. to the 32 China Merchants Property Development Co., Ltd. Annual Report 2008 top five clients took 14% of the total water supply sales. (IV)Analysis on Financial Condition of the Company 1. Analysis on assets change (Unit: RMB’000) Change Dec. 31, 2008 Dec. 31, 2007 Main influential factors scope Total assets 37,437,015 25,107,164 49% Expansion of business scale Expansion of business scale and increase of deposit Monetary capital 7,389,134 3,588,096 106% with raised capital Influenced by change of exchange rate of USD, in Transaction financial forward exchange transaction, the fair value settled assets 97,332 - - changed to be assets from liabilities Account receivable 107,178 56,499 90% Account receivable from selling houses increased Account paid in advance 28,317 7,295 288% Account paid for project in advance increased Inventory 23,869,301 17,167,331 39% Developing cost and land reserve increased Other current assets 227,597 9,609 2269% Value-added tax for land prepaid increased Long-term account Bank entrusted loans increased receivable 971,980 - - Long-term equity Investment in external projects increased investment 771,232 568,290 36% Hired fixed assets for reform , since finished, Construction in process 39,615 131,394 -70% transferred to long-term deferred expenses Land use right for New Times Square was transferred Intangible asset 94 52,464 -100% to investment real estate Long-term deferred Transfer in due to hire of fixed assets for reform expenses 196,539 8,101 2326% project Deferred income tax Deferred income tax assets confirmed by withdraw of assets 40,876 9,017 353% land value added tax Short-term loans 3,613,956 5,671,532 -36% Structure adjustment on long and short term debt Influenced by change of exchange rate of USD, in Transaction financial forward exchange transaction, the fair value settled liabilities 0 50,590 -100% changed to be assets from liabilities Account payable 1,863,688 2,916,864 -36% Account payable for land was paid in this year Account received in Projects sold in advance increased advance 2,731,473 183,054 1392% Prepaid fee for projects from minor shareholders of Other account payable 3,154,569 2,139,592 47% subsidiary increased Non-current liabilities Expansion of business scale and structure adjustment maturing within one year 1,810,099 300,000 503% on long and short term debt Expansion of business scale and structure adjustment Long-term loans 6,807,316 3,645,235 87% on long and short term debt Predicted to shoulder the debt of the companies Projected liabilities 90,466 1,211 7370% transferred and the debt was formed before transfer Capital stock 1,717,301 844,867 5% Sent, transferred capital and issued new stock in 2007 Capital reserve. 8,548,545 3,413,858 23% Brand value when issuing new stock 2. Analysis on assets constitution (Unit: RMB’000) Dec. 31, 2008 Dec. 31, 2007 Increase percentage Proportion Proportion of Item Main influential factors Amount in total Amount in total proportion assets assets in total assets Total assets 37,437,015 100% 25,107,164 100% Expansion of business scale Expansion of business scale and increase of Monetary capital 7,389,134 20% 3,588,096 14% 6 deposit with raised capital Increase rate was lower than that of total Inventory 23,869,301 64% 17,167,331 68% -4 assets Investment real The newly increased one was mainly the 2,632,976 7% 2,377,676 9% -2 estate Sea Transportation Center Structure adjustment on long and short term Short-term loans 3,613,956 10% 5,671,532 23% -13 debt Account Accounts received from houses sold in received in 2,731,473 7% 183,054 1% 6 advance increased advance 33 China Merchants Property Development Co., Ltd. Annual Report 2008 Dec. 31, 2008 Dec. 31, 2007 Increase percentage Proportion Proportion of Item Main influential factors Amount in total Amount in total proportion assets assets in total assets Other account Prepaid fee for projects from minor 3,154,569 8% 2,139,592 9% -1 payable shareholders of subsidiary increased Expansion of business scale and structure Long-term loans 6,807,316 18% 3,645,235 15% 3 adjustment on long and short term debt 3. Change in period expenses and income tax in the report period (Unit: RMB’000) Increase or Item 2008 2007 Growth rate Main influential factors decrease Sales expense 226,716 76,215 150,501 197% Expansion scale of real estate development Administrative 203,224 160,772 42,452 26% Expansion scale of real estate development expense Financial expense 30,914 10,605 20,309 192% Expansion scale of real estate development Income tax expense 209,865 259,309 -49,444 -19% Taxable profits decreased 4. Change in constitution of cash flow in the report period (Unit: RMB’000) Increase or Item 2008 2007 Growth rate Main influential factors decrease Net cash flow arising from operating Expansion scale of real estate -3,919,844 -4,002,592 82,748 2% activities development Net cash flow arising from Expenditure for purchasing -419,241 -1,561,227 1,141,986 73% investment activities equities of companies decreased Net cash flow arising from financing 8,164,452 8,195,735 -31,283 - activities 5. Change in sales and technical personnel and other information related to the Company’s operation In the report period, there was no significant change in important sales and technical personnel of the Company. 6. Operation and performance analysis on main subsidiaries and joint stock companies of the Company (Unit: RMB’000) Total assets Net assets Operation profit Net profit Main Company Registered products or name capital Year-on-year Year-on-yea Year-on-year Year-on-year services Amount increase or Amount r increase or Amount increase or Amount increase or decrease decrease decrease decrease Shenzhen China Merchants Real estate 106,000 17,638,347 66% 427,013 -7% 695,471 -34% 573,361 -37% Real Estate Co., Ltd. Shenzhen China Merchants Power 57,000 1,492,353 -5% 642,266 32% 203,886 22% 169,696 3% Power Supply Supply Co., Ltd. Shenzhen China Merchants Water 43,000 194,082 -3% 162,221 1% 3,709 -52% 1,432 -84% Water Supply Supply Co., Ltd. Shenzhen China Merchants Property 25,000 274,382 2% 60,897 -19% 20,544 -18% 11,843 -24% Property Management Management Co., Ltd. 34 China Merchants Property Development Co., Ltd. Annual Report 2008 Total assets Net assets Operation profit Net profit Main Company Registered products or name capital Year-on-year Year-on-yea Year-on-year Year-on-year services Amount increase or Amount r increase or Amount increase or Amount increase or decrease decrease decrease decrease China Merchants Real Estate Real estate 30,000 417,799 17% 153,414 14% 25,012 -73% 18,932 -68% (Suzhou) Co., Ltd. Tianjin China Merchants Real estate 40,000 393,430 35% 44,545 29% 65,956 2417% 50,805 1885% Real Estate Co., Ltd. China Merchants Real Estate Real estate 20,000 1,690,109 14% 52,403 385% 55,312 1670% 41,602 1329% (Beijing) Co., Ltd. Zhangzhou China Merchants Real estate 50,000 770,061 58% 125,572 12% 17,619 -62% 13,114 -57% Real Estate Co., Ltd. In the report period, by direct establishment, ally establishment and equity purchase, the Company totally increased 5 controlling subsidiaries. Shenzhen CMRE purchased 90% equities capitals of Shanghai China Merchants Fengrui Property Co., Ltd.; the Company set the wholly-owned subsidiary-China Merchants Property (Chongqing) Garden City Co., Ltd. in Chongqing; with both investment from Shenzhen China Merchants Real Estate and Beijing Jiaming Real Estate Development Co., Ltd., China Merchants Jiaming (Beijing) Real Estate Co., Ltd. was set, and Shenzhen China Merchants Real Estate Co., Ltd. held controlling right over this company; Shenzhen China Merchants Real Estate set wholly-owned subsidiary-Shenzhen China Merchants Commerce Development Co., Ltd. in Shenzhen; with both investment from Shenzhen China Merchants Real Estate and Shenzhen China Merchants Financing Service Co., Ltd., Beijing Kanglade Real Estate Development Co., Ltd. was set in Beijing, and Shenzhen China Merchants Real Estate Co., Ltd. respectively held 60% shares and voting right proportion of the company. In the report period, by means of transfer and liquidation, the Company dealt with 5 subsidiaries. In order to realize integrity sale of Nanjing International Finance Center, the Company transferred the following subsidiaries which held asset of the aforesaid Center: Elite Trade Investment Limited, Fortune (China) Co., Ltd., and Nanjing Fortune Real Estate Development Co., Ltd; China Merchants Property Management Co., Ltd. and its subsidiary China Merchants Property Management (Hong Kong) Co., Ltd. respectively transferred 70% and 30% equities of Xi’an China Merchants Property Management Co., Ltd. held by them; liquidation for the subsidiary China Merchants Port Service (Singapore) Co., Ltd. had been finished and the company officially logout in April of 2008. 7. Particulars about items measured by fair value and about financial assets and liabilities held in foreign currency Assets of the Company measured by fair value: transaction financial assets and financial assets available for sale. Transaction financial assets and liabilities of the Company belonged to non-deliverable forwards (NDF), with the aim to prevent from risk of exchange rate fluctuation in borrowings of foreign currency and paying cost for imported power. Due to the fact that this item of assets had active market; the Company confirmed their fair value according to quotation from relevant financial institutions in active market. Financial assets available for sale were the circulating shares of Shenzhen CAU Technology Co., Ltd. (hereinafter referred to as AU Technology) held by the Company. Till the report period end, the Company still held circulating shares with unrestricted condition of AU Technology. This item of assets belonged to listed stocks, so the Company confirmed their fair value according to the closing price in relevant time and place exchange. 35 China Merchants Property Development Co., Ltd. Annual Report 2008 Items related to fair value measure (Unit: converted into RMB’0000) Current gains and Amount at Accumulative fair value Current balance Amount at Item losses due to period-begin change calculated to for exchange rate period-end (1) change of fair value (2) equity (4) convert (5) (6) (3) Financial assets Including: 1. Financial assets which was measured by fair value and - 9,488 - 245 9,733 whose change was calculated to current gains and losses Including: derivative - 9,488 - 245 9,733 financial assets 2. Financial assets available for 388 - -214 - 174 sale Subtotal of financial assets 388 9,488 - 245 9,907 Financial liability 5,059 -5,059 - - - Total 5,059 -5,059 - - - 8. Devaluation of Significant assets At the end of the report period, according to relevant regulations and demands of Accounting Standard for Enterprise and its accounting policy, the Company made devaluation tests on every single item in account receivable and inventory; and withdrew devaluation reserve according to the principle of Lower of Cost or Net Realizable Value. When the net realizable value of this asset was lower than its cost, devaluation reserve was withdrawn according to the balance between the cost and the net realizable value of this single asset. Devaluation reserve for inventory According to the test result, the Company had 2 items whose net realizable values were lower than their costs, which met the demand for withdrawing devaluation reserve in 2008 (Unit: RMB’0000) Net profit attributable to Equity Withdrawal of Project Net profit influenced shareholders of parent proportion devaluation reserve company influenced Foshan Evian Up Town （ original 50% 18,237 18,237 9,119 Chancheng District, Foshan） Suzhou Weiting 50% 11,384 11,384 5,692 Total 29,621 29,621 14,811 Devaluation reserve for account receivable Due to the fact that Hong Kong Ruijia was unable to pay the initial payment for the land bidded, as scheduled, the company withdrew devaluation reserve for the deposit HKD 122,501,310 (RMB 108,033,906) in full amount. Financial assets and liabilities held in foreign currency (Unit: RMB’0000) Accumulative fair Current Amount at Current gains and Amount at Item value change balance for period-begin losses due to change period-end (1) calculated to equity exchange rate (2) of fair value (3) (6) (4) convert (5) Financial assets Including: 1. Financial assets which was measured by fair value and whose - 9,488 - 245 9,733 change was calculated to current gains and losses 2 Including: derivative financial - 9,488 - 245 9,733 assets Subtotal of financial assets - 9,488 - 245 9,733 Financial liability 5,059 -5,059 - - - III. Management achievements 36 China Merchants Property Development Co., Ltd. Annual Report 2008 In 2008, the Company kept steady and honest operation. Faced with complicated and variable overseas and domestic economy and challenges brought by industry situation, the Company actively responded, practically promoted management work, and received outstanding achievement and recognition from various aspects. In 2008, Due to the fact that the Company effectively promoted forward progress of science and technology innovation, it gained Shenzhen Innovation Collectivity in Technology Construction; continued to hold the title of Blue Chip Real Estate Award; continued to squeeze into Top Authorized Constitution: Top 10 of Listed Companies in Chinese Real Estate, Top 20 Enterprises of Powerful Competition in Guangdong Real Estate and Top 10 Qualified Real Estate in Shenzhen Guangdong; also acquired some special honors in this industry, such as Top 100 Award and IR Innovation Award for listed company investors relationship promulgated by China Listed Company Investor Management Research Center. IV. Prospect on future development of the Company (I)Analysis on industry tendency From year-end of 2008 to year-begin of 2009, the State presented active changes in adjustment and control in real estate industry. Real estate industry as significant leading industry in national economy was reemphasized. A series of measures advancing healthy development of real estate market were successively released, among which continuous interest reducing and prudent moderate housing loan policy for second house would effectively relieve pressure of house purchasers and stimulate effective market demand. In the government working report of the 2009 Two Sessions as NPC and CPPCC, the attitude was reconfirmed that more Active and Effective Policy Measures should be Adopted, Confidence for Market and Prediction should be Stabilized, Real Estate Investment should be Stabilized and Real Estate Business should be Promoted with Steady and Order Development. The Company believed that: as the national policy measures were practiced in place and the accumulative effect gradually appeared, besides, factors supporting development of real estate industry had not changed in long term, real estate industry would still have good prospect. While at the same time, risk of further exasperated financial crisis caused by internal and external factors and interacting cumbrance between entity economy and dummy economy still existed, various uncertainties occurred from the financial crisis would influence people’s confidence for economic growth of 2009. In a short term, situation for real estate industry was still to be pessimistic, so more caution and practical measures should be paid. (II) Main countermeasures With 25 years experiences and practices, the Company grew to be a comprehensive developer across the nation from the original regional developer. It figured out balanced and rational industry structure and products combination; enriched itself with regions-across and scale developing management experiences; cultivated a batch of professional management team. With successful capital operation in recent years, its capital scale walked forward to a new step; financial structure became steadier; integrity power, especially its risk-fighting ability was improved distinctly. The Company had confidence to pass the industry crisis successfully and grasped the developing opportunity in adjustment period to lay firm foundation for rapid development for the next period. The Company prepared itself well and looked forwarded to this crisis. The Company would overall promote fine management in 2009; strengthen improvement of a series of core abilities, especially in ability of cost management & control, marketing and customer service, the Company tried to realize cost control in whole process, marketing joined by all employees and service supplied by all employees. At the same time, the Company steadily controlled investment rhythm and actively promoted financing work in order. In order to respond to influence on profit-making of the Company caused by declining integrity profit rate during the adjustment period for this industry, the Company continued to strengthen research and execution degree of cost control measures, detailing method of examination result of cost measurement related to encouragement & punishment for performance examination, and cut down the integrity operation cost for project in pattern of Developer Plus Constructor. In 2009, the Company still shouldered a heavy sales task. The Company would accelerate step in promoting construction of national marketing system. Through training and introduction of agent organization, the Company strengthened marketing 37 China Merchants Property Development Co., Ltd. Annual Report 2008 group, raised ability for rapid respond and increased sales by actively holding opportunity of step and regional market. The Company believed the most simple and fundamental principle, that: effective demand from customers was just the real reason for existence of a market. In 2009, the Company confirmed the theme as Service Year. Service awareness was further fastened into everyone’s mind of the Company. On the basis of accumulative experiences for so many years, the Company was going to finely build a customer service system of its own characteristics and market competition ability. As for the present constructions in process, the Company would pay close attention to market change in those regions; strengthened dynamic following-up analysis on implementation of construction investment; rationally adjusted investment plan through confirming production according to sales performance, held rhythm, to provide support for rapidly responding to market change. As for the newly-increased land reserve, the Company still adopted steady and prudent strategy; made prudent decision on timing for land-acquisition according to industry tendency and cash flow condition. In short term, the Company would pay more attention to the developing opportunities which might appear in Shenzhen, Beijing, Shanghai and Guangzhou in industry adjustment period. Sufficient capital guarantee was not only the effective measure for answering uncertainties in adjustment period, but also the basic guarantee to grasp the opportunity for resuscitating industry. In 2009, the Company would continue to take use of diversified financing channels; developed and explored new type of financing variety; made good allocation for financial resource; further optimized its structures of borrowings, currency, term and credit; improved efficiency of capital management; reduced capital cost; strictly supervised and controlled key indexes such as debt and debt rate to control financial risks; and meanwhile, actively sought for financing opportunity in capital market. With the premise of weighing benefits for all shareholders, the Company should be cautious in considering financing in capital market and then laid stable foundation for long-term development. (III) Operation plan for 2009 The Company would insist on guidance of Scale, Quality and Efficiency. Taking market as direction, and service as theme, the Company emphasized on quality, controlled cost, strengthened marketing, ensured diversified financing channel, sought for and held firmly development opportunity, consolidated operation advantages in investment property and water & power supply business in residence, kept safe and steady cash flow and steady growth of profit and finally realized the general operation target. In 2009, totally 28 projects of the Company across 11 cities were promoted at the same time. The total area of planned construction in process reached at 4.13 million square meters, including 3.01 million square meters for continuously constructed area, and 1.12 million square meters for newly constructed area in 2009. Area of 1.71 million square meters were predicted to be finished with construction in 2009, and 1.2 million square meters area was predicted to be sold. 810 million kilowatt power and 28.6 million ton water were predicted to supply. V. Investment of the Company (I) Significant projects invested with proceeds, and progress and income from the projects Proceeds used by the Company in 2008 included: proceeds raised from private placement of A-shares in 2007 and proceeds raised from public offerring in 2008. Here followed the significant projects invested with proceeds, and progress and income from the projects: 1. Significant projects invested with proceeds raised from private placement of A-shares in 2007, and progress and income from the projects (Unit: RMB’0000) Total proceeds used in this year 31,687 Total capital actually raised 229,217 Total proceeds accumulatively used 204,727 Whether Amount Amount Whether comply to Total projected Total realized Commitment projects change planned to actually input planned progress income income projects input Purchase 5% equities of Shenzhen China Merchants Real No 40,000 40,000 Yes N/A 5,377 Estate Co., Ltd. Purchase office building of New No 88,000 88,000 Yes 16,491 2,885 Times Square Purchase land use right of 25,000 14,666 Note 6,793 Note 38 China Merchants Property Development Co., Ltd. Annual Report 2008 Meilun Apartment and develop No for construction Haiyue Huating No 33,000 18,844 Note 14,733 Note Nanjing Xianlin (phase I – II) No 43,217 43,217 Note 16,116 4,144 Total 229,217 204,727 1. In the former Prospectus for Capital Raise of the Company, Shenzhen China Merchants Real Estate Co., Ltd. was predicted to keep steady growth in net profit after 2007. However, due to the economic situation of 2008 and that the new started construction of Shenzhen China Merchants Real Estate Co., Ltd. hadn’t reached income confirmation condition, the net profit realized by Shenzhen China Merchants Real Estate Co., Ltd. in 2008 was RMB 578,760,000 which was lower than that of 2007. 2. Income of RMB 22.26 million was realized by office building of New Times Square in 2008. Due to the fact that the Company conducted a more stable depreciation policy since it purchased in New Times Square, the annual depreciation amount for this building was higher than that related to benefit measure in the original listing public notice with RMB 8.5 million. Besides, the tax rate adequate for the Company in Explanation on reason why not 2008 was 18%, 3 percentage points higher than 15% used for measure in the original listing public notice. reaching the planned progress If computed according to the depreciation caliber in the original listing public notice, then New Times and projected income Square received an income of RMB 30.29 million in 2008, which wis close to the predicted income. 3. Due to the fact that it was later for position of proceeds than prediction, the use of proceeds for Meilun Apartment and Haiyue Huating progressed slower than prediction. As of Dec 31st of 2008, these two properties were still being developed and no income from this project had yielded yet. 4. Benefit promised by Evian Valley included incomes from two phases projects, among which, the net profit promised to realize by Evian Valley phase I was RMB 49.45 million and the actual settled and transferred income proportion of Evian Valley phase I in 2008 was 74%, the actual net profit was RMB 41.44 million. If all income from this item could be settled and transferred, then the net profit realized could exceed the promised one. Till Dec 31st of 2008, Evian Valley phase II was still being developed and no income from this project had yielded yet. Explanation on reason and procedure of change No change (specified by detail items) Deloitte Touche Tohmatsu CPA Ltd. made examination on application of proceeds raised from private placement of the Company, and issued DSB (He) Zi (09) No.E0013 Examination Report, with the following examination opinions: application report of proceeds of the Company was prepared according to the regulations of Regulation on Previous Application of Proceeds-ZJFXZi (2007) No.500 Document promulgated by China Securities Regulatory Commission, and truthfully reflected actual application of proceeds raised from the Company’s private placement of A-shares in all significant aspects. 2. Significant projects invested with proceeds raised from public offerring in 2008, and progress and income from the projects (Unit: RMB’0000) Total proceeds used in this year 346,824 Total capital actually raised 577,722 Total proceeds accumulatively used 346,824 Whether Amount Amount Whether comply to Total projected Commitment projects change planned to Total realized profit actually input planned progress income projects input Garden City Syber Port No 22,722 16,118 Yes 8.93% N/A Garden City Phase V No 22,000 18,605 Yes 8,830 N/A Technology Building Phase II No 16,000 13,342 Yes 8.88% N/A Pilot Tower No 44,000 43,038 Yes 31,973 N/A Pilot Park No 34,000 30,474 Yes 13,462 N/A Kings Ville No 130,000 92,460 Yes 52,198 N/A CM Guanyuan No 40,000 13,710 Yes 50,523 N/A CM Lanyuan No 70,000 32,221 Yes 37,115 N/A Weijin South Road No 60,000 27,105 Yes 111,088 N/A CM Jiangwan City No 40,000 23,999 Yes 68,424 N/A Evian Town phase III No 26,000 14,937 Yes 15,088 N/A Nanqiao project No 35,000 9,644 Yes 18,653 N/A Zhuanqiao project No 38,000 11,171 Yes 27,485 N/A Total 577,722 346,824 Committed benefits of Garden City Syber Port and Technology Building Phase II were internal rate of Explanation on predicted income return of the projects. Explanation on reason and procedure of change No change (specified by detail items) Deloitte Touche Tohmatsu CPA Ltd. made examination on application of proceeds raised from public offerring of A-shares of the Company in 2008, and issued DSB (He) Zi (09) No. E0012 Examination Report, with the following examination opinions: application report of proceeds of the Company was 39 China Merchants Property Development Co., Ltd. Annual Report 2008 prepared according to the regulations of Regulation on Previous Application of Raised Capital-ZJFXZi (2007) No.500 Document promulgated by China Securities Regulatory Commission, and truthfully reflected actual application of proceeds raised from the Company’s public offerring of A-shares in all significant aspects. (II) Input plan for projects invested with proceeds Considering the market change, the Company adjusted its operation plan for 2009, and made relevant adjustment on input progress of projects invested with proceeds in 2009 to increase application efficiency of proceeds. Input plan for projects invested withproceeds (Unit: RMB’0000) Proceeds Proceeds Proceeds used No. Item planned to input planned to Total Note in 2008 in 2009 input in 2010 Workshop used for science and 1 Garden City Syber Port 16,118 6,604 22,722 technology research & development 2 Garden City Phase V 18,605 3,395 22,000 Mainly for residence Workshop used for Technology Building science and 3 13,342 2,658 16,000 Phase II technology research & development Office building, 4 Pilot Tower 43,038 962 44,000 commercial accommodation , 5 Pilot Park 30,474 3,526 34,000 Mainly for residence 6 Kings Ville 92,460 7,305 30,235 130,000 Mainly for residence 7 CM Guanyuan 13,710 8,752 17,538 40,000 Mainly for residence 8 CM Lanyuan 32,221 31,416 6,363 70,000 Mainly for residence 9 Weijin South Road 27,105 27,850 5,045 60,000 Mainly for residence 10 CM Jiangwan City 23,999 16,001 40,000 Mainly for residence 11 Evian Town phase III 14,937 4,795 6,268 26,000 Mainly for residence 12 Nanqiao project 9,644 19,422 5,934 35,000 Mainly for residence 13 Zhuanqiao project 11,171 22,036 4,793 38,000 Mainly for residence Total 346,824 154,722 76,176 577,722 (III) Significant projects invested with non-proceeds, and progress and income from the projects (Unit: RMB’0000) Increase in investment Project Investment in 2008 Progress Income received in 2008 over last year Beijing Xicheng Phase I has started for 176,986 - Homestead construction Phase I has started for Shanghai Gulf Garden 57,416 - construction No.9 Building in phase I had Gross profit (deducting operation tax been accomplished and and surplus, value added tax for Park·1872 39,867 32% moved in, and others were land)of RMB 83.53 million was being constructed realized Phase I and phase II have Golden Valley 27,312 35% started for construction Phase II was under general Shanghai Hyde Garden layout construction and phase 22,134 21% phase II to phase IV III was under indoor decoration Phase I has started for Suzhou Stone City 20,950 17% construction Gross profit (deducting operation tax Accomplished, part units were and surplus, value added tax for Lanxi Valley Phase II 18,826 30% in decoration land)of RMB 393.32 million was realized 40 China Merchants Property Development Co., Ltd. Annual Report 2008 Phase I and phase II were Gross profit (deducting operation tax accomplished and moved-in, and surplus, value added tax for Yishanjun 17,809 133% phase III was demolished with land)of RMB 22.52 million was outside frame realized Gross profit (deducting operation tax Villas were accomplished and No.36 Xikang Road and surplus, value added tax for 16,813 59% moved-in, and others were Tianjin land)of RMB 76.6 million was being constructed. realized Phase I and phase II have Foshan Evian Town 16,306 16% started for construction Zhangzhou CM Garden Phase I has started for 9,272 48% City construction Phase I has started for Foshan Evian Up Town 8,888 6% construction Shanghai Yiyunjun Accomplished and moved-in 8,109 145% phase II in January of 2009 No.2 Land, Lanxi Valley Phase I has started for 5,874 139% Phase II construction Zhuhai CM Garden City 2,334 14% Started for construction A Zhanghou Holiday 365 8,561 - In prophase plan Chongqing Garden City 2,793 2% In prophase plan Xixiang Golf Garden 4,437 30% In prophase plan Zhuhai CM Garden City 1,471 6% In prophase plan B Suzhou Weiting 1,190 1% In prophase plan VI. Daily Work of the Board of Directors (I)Meetings and Resolutions of the Board in the Report Period In this year, the Board of Directors totally held 17 meetings, among which 3 meetings were held by spot, and other 14 were held by telecommunication voting or telephone meetings. Here comes the detail: 1. On January 10, 2008, the 5th Session Board of the Company held the 1st Extraordinary Meeting of 2008 by telecommunication voting, in which Proposal on Financing by Method of Intrusting was examined and approved. The resolution notice was disclosed on January 16, 2008. 2. On February 18, 2008, the 5th Session Board of the Company held the 21st Meeting, in which the following proposals were examined and approved: 2007 Financial Report, Proposal on Examining Balance of Amount of Period-begin in 2007 Financial Report Disclosed and Balance of Principle of the 2007 Financial Report, 2007 Annual Report and Its Summary, Preplan of 2007 Profit Distribution and Increase of Capital Stock Transferred from Capital Reserve, Working Report of Independent Directors of 2007, Appraisal Report on Internal Control of the Company, Proposal on Adjusting Allowance for Independent Directors, Proposal on Reengagement of External Audit Organ, Proposal on Engagement of Deputy General Manager of the Company, Proposal on Engagement of Secretary of the Board, Working System of Independent Directors for Annual Report, Management System on Raised Capital, Working Procedure of the Supervisory Committee of the Board for Annual Audit, Proposal on Related transaction, Special Explanation on Keeping Proceeds Previously and Application, Proposal on the Company Reaching Condition of Additionally Offering of A Share, Proposal on Additional public offerring of A-Shares of the Company in 2008 or others related to Adding offerring. The resolution notice was disclosed on February 20, 2008. 3. On March 4, 2008, the 5th Session Board of the Company held the 2nd Extraordinary Meeting of 2008 by telecommunication voting, in which proposal on related transaction was examined and approved. 4. On April 14, 2008, the 5th Session Board of the Company held the 22nd Meeting by telecommunication voting, in which Proposal on the 1st Quarterly Report of 2008 and Proposal on Renewal of Liability Insurance for the Directors, Supervisors and Senior Executives were examined and approved. The resolution notice was disclosed on April 15, 2008. 5. On May 16, 2008, the 5th Session Board of the Company held the 3rd Extraordinary Meeting of 2008 by telecommunication voting, in which Proposal on Emending Additiona Offering of A Share of the Company in 2008---Quantity and Scale for Issuance and Proposal on Explanation on Application of Proceeds Previously were examined and approved. The resolution notice was disclosed on May 17, 2008. 6. On June 2, 2008, the 5th Session Board of the Company held the 4th Extraordinary Meeting of 2008 by 41 China Merchants Property Development Co., Ltd. Annual Report 2008 telecommunication voting, in which Proposal on Acquirement of Entrusted Loan of RMB 300 Million Provided by Shekou Industrial Zone and Proposal on Providing Guarantee for Shenzhen China Merchants Power Supply Co., Ltd. for its Bank Loan were examined and approved. The resolution notice was disclosed on June 3, 2008. 7. On June 27, 2008, the 5th Session Board of the Company held the 5th Extraordinary Meeting of 2008 by telecommunication voting, in which Proposal on Period Guarantee Provided by China Merchants Property (Nanjing) Co., Ltd. for Phase II Sales Mortgage of Yiyunxi Valley was examined and approved. The resolution notice was disclosed on June 28, 2008. 8. On July 18, 2008, the 5th Session Board of the Company held the 6th Extraordinary Meeting of 2008 by telecommunication voting, in which Explanation on Reform in the Company’s Governance was examined and approved. The resolution notice was disclosed on July 19, 2008. 9. On July 28, 2008, the 5th Session Board of the Company held the 7th Extraordinary Meeting of 2008 by telecommunication voting, in which Summary Report on Self-inspection on Capital Occupancy of Related Parties was examined and approved. The resolution notice was disclosed on July 29, 2008. 10. On August 28, 2008, the 5th Session Board of the Company held the 23rd Meeting, in which the following proposals were examined and approved: the Semi-annual Report for 2008, Proposal on Nomination for Candidates of Directors and Independent Directors for the 6th Board of Directors, Related transaction on Leasing Property of Huajian Region from Shekou Industrial Zone, Proposal on Emending Articles of Association, Proposal on Emending Management System for Related transaction, Proposal on Making NDF Business and its Authorization, as well as Proposal on Holding the 2nd Extraordinary Shareholders’ General Meeting of 2008. The resolution notice was disclosed on August 30, 2008 11. On September 22, 2008, the 6th Session Board of the Company held the 1st Meeting, in which the following proposals were examined and approved: Proposal on Election for Chairman of the 6th Session Board of Directors, Member of the 6th Strategy Committee of the Board, Member of the 6th Audit Committee and Member of the 6th Remuneration and Examination Committee, and Proposal on Engagement of General Manager, Deputy General Manager, CFO and Secretary of the Board of the Company. The resolution notice was disclosed on September 23, 2008. 12. On October 20, 2008, the 6th Session Board of the Company held the 2nd Meeting by telecommunication voting, and the 3rd Quarterly Report of 2008 was examined and approved in this meeting. 13. On October 30, 2008, the 6th Session Board of the Company held the 1st Extraordinary Meeting of 2008 by telecommunication voting, in which Proposal on Applying for Credit of Line of USD 150 million from China Merchants Bank was examined and approved. The resolution notice was disclosed on October 31, 2008. 14. On November 11, 2008, the 6th Session Board of the Company held the 2nd Extraordinary Meeting of 2008 by telecommunication voting, in which Proposal on Establishing Beijing Kanglade Real Estate Development Co., Ltd. Formed with both Investments from Shenzhen China Merchants Real Estate Co., Ltd. and Shenzhen China Merchants Financing Service Co., Ltd. was examined and approved. 15. On November 14, 2008, the 6th Session Board of the Company held the 3rd Extraordinary Meeting of 2008 by telecommunication voting, in which Proposal on Entrusting Shenzhen Nanshan Subbranch of Agriculture Bank of China to Provide Loan of RMB 1.05 billion for Nanjing Fortune Real Estate Development Co., Ltd. was examined and approved. 16. On December 5, 2008, the 6th Session Board of the Company held the 4th Extraordinary Meeting of 2008 by telecommunication voting, in which Proposal on Selling 100% Equities of its Subsidiary--- Elite Trade Investments Ltd. was examined and approved. The resolution notice was disclosed on December 9, 2008. 17. On December 29, 2008, the 6th Session Board of the Company held the 5th Extraordinary Meeting of 2008 by telecommunication voting, in which Proposal on Adjusting Application Plan for Proceeds through Public Offering in 2008 and Proposal on Replacing Self-raised Capital Invested in Advance in Projects with Proceeds were examined and approved. The resolution notice was disclosed on December 31, 2008. The aforesaid resolutions were all published on China Securities Journal, Securities Times and Shanghai Securities News. 42 China Merchants Property Development Co., Ltd. Annual Report 2008 (II)Resolutions of Shareholder’s Meeting Implemented by the Board In the report period, the Board of Directors strictly implemented various resolutions of Shareholders; General Meeting, which mainly included: 1. Implementation over 2007 Profit Distribution and Increasing Capital Stock Transferred from Capital Reserve of the Company conducted by the Board of Directors Scheme of 2007 Profit Distribution and Increasing Capital Stock Transferred from Capital Reserve was examined and approved in the 2007 Shareholders’ General Meeting held on March 17, 2008. The profit distribution scheme was: taking the total capital stock 844,867,002 shares as of December 31, 2007 as the radix, the Company sent 3 bonus shares for every 10 shares held by its shareholders and RMB 1 for every 10 shares (tax included); Scheme of Increasing Capital Stock Transferred from Capital Reserve was: taking the total capital stock 844,867,002 shares as of December 31, 2007 as the radix, the Company converted capital reserve to increase 2 common shares with every 10 shares. The Company had released Notice on Implementation of the 2007 Profit Distribution and Increasing Capital Stock Transferred from Capital Reserve dated April 16, 2008. It was confirmed that the registration date with bonus-sent and dividend-dispatched was April 21, 2008, and the date for ex-dividend was April 22, 2008. In the report period, the Company had successfully accomplished bonus-sent and dividend-dispatched work. 2. Organized implementation over public additional offering of A share of the Company in 2008 conducted by the Board of Directors Scheme of Public Additional Offering of A Share of the Company in 2008 was examined and approved in the 2007 Shareholders’ General Meeting held on March 17, 2008. And the board of directors of the Company was authorized by the Meeting to implement the aforesaid scheme. Until December 8, 2008, the Company had already accomplished all work for issuing new shares and listing for trading. 3. Adjustment on application plan of proceeds raised from 2008 additional public offering of the Company and implementation over replacing self-raised capital input in advance for investment projects with raised capital conducted by the Board of Directors In the report period, concerning that there was a gap between the capital planned to raise and the actual one raised through public additional offering of 2008, with authorization from Shareholders’ General Meeting, the Company made adequate adjustment on input order and amount of raised capital according to actual demand of relevant projects, and took raised capital to replace the self-raised capital used in advance for the investment projects, with the premise that application plan of capital was not changed. 4. Implementation over works relevant to change in industrial and commercial registration conducted by the Board of Directors since the Articles of Association has been emended In the 2nd Extraordinary Shareholders’ General Meeting of 2008 dated September 22, 2008, articles relevant to the Company’s registered capital and capital stock structure in the Articles of Association were emended, and the Board of the Company was authorized to finish works relevant to change in industrial and commercial registration. In the report period, the Company had finished the aformentioned works. 5. Implementation over liability insurances purchased for directors, supervisors and senior executives of the Company conducted by the Board of Directors In the report period, according to the authorization from Shareholders’ General Meeting, the Board of Directors of the Company renewed the Contract of Liability Insurances for directors, supervisors and senior executives of the Company with AIU Insurance Company Shenzhen Branch, with the contract term being one year and the liability limit being RMB 30 million. (III) Performance of Three Special Committees of the Board of Directors 1. Performance of the Strategy Committee In the report period, the Strategy Committee held 4 meetings. With the direction of the strategy idea - Equal Development of Scale, Quality and Benefit, the Strategy Committee proposed a set of strategic measures with ensuring financial safety as the primary concept, which promoted the Company to implement active financing and sales strategy and strict investment and cost control strategy to effectively reduce the unfavorable influence brought by crisis. In respect of financing in capital market, the Company proposed project of additional offer in line with characters of the Company and demand of the market, and directed the work of additional-offer in the whole process; in respect of investment, the Company promptly adjusted investment strategy, turned the 43 China Merchants Property Development Co., Ltd. Annual Report 2008 attention from scale and speed originally to quality and benefit; in respect of sales strategy, the Company was required to actively start each operation management work aiming to promote sales and accelerate capital refluence; in respect of cost management, the Company was required to implement strict cost control strategy, comprehensively reduce administration cost, energetically decrease cost of projects, pay more attention to key index with great influence on cost, and optimize design scheme. In order to ensure long-term steady development of the Company, the Strategy Committee also proposed important opinions on strategy research, and required the strategy research to make good guarantee for decision-making system. Besides, the Strategy Committee also proposed direction opinions on establishing finance model in accordance with the requirement of strategy management. 2. Performance of the Audit Committee In the report period, the Audit Committee studied out Work Regulations for Annual Audit and Management System of Raised Capital according to relevant laws and rules, effectively performed duties, including: directed arrangement for Annual Report work, successively communicated with the accountants who were in charge of the annual audit for many times, and discussed about audit plan and relevant problems occurred in audit process, in the audit period; according to requirement of supervisory department, twice checked the financial reports and expressed written opinions; objectively appraised the work of CPAs who was in charge of the annual audit and wrote summary report on audit work; on the basis of knowing present CPAs’ work, carried out suggestion on reengagement of CPAs; checked the reserve and usage of raised capital, and supervised the reserve and usage in accordance with relevant regulations of raised capital management; directed internal audit work, urged the Company to perfect internal control mechanism and required the Company to smooth internal control mechanism according to Basic Standards for Enterprise in Internal Control released by the Ministry of Finance and other Ministries, promptly complement and perfect internal control mechanism, and constantly improve administration level of the Company. The Audit Committee twice checked the financial reports of the Company and thought that: the financial reports of the Company were true and credible and the content was complete, which accorded with the requirements of Accounting Standards for Enterprises, relevant regulations of finance and securities laws. 3. Performance of the Remuneration and Examination Committee of the board of directors In the report period, the Remuneration and Examination Committee proposed direction opinions on deciding management system of remuneration and examination, and supervised the establishment of remuneration plan and payment of remuneration; paid attention on equity incentive system of the Company, and realized the progress and problems in making equity incentive system; checked the remuneration of directors, supervisors and senior executives received from the Company in the report period, which was planned to be disclosed in the Annual Report, and expressed opinions. The Remuneration and Examination Committee thought that: in 2008, the establishment of remuneration plan, performance evaluation and payment of remuneration were all accorded with relevant laws, regulations, remuneration system and appraisal regulations of the Company; confirmation of the abovementioned remuneration reasonably represented their duty-performance and contribution to the Company, and changes of economy environment and achievement of the Company in 2008 were also considered, which embodied principles of “enjoying and bearing together”; the remuneration particulars which the Company planned to disclose in Annual Report were true and accurate. VII. Profit Distribution of the Company 1. Implementation of Bonus Distribution Policy of 2007 in the report period The Profit Distribution Plan of 2007 was: taking the total capital shares 844,867,002 shares as of year-end of 2007 as the radix, the Company sent 3 bonus shares per every 10 shares, and RMB 1.00 of dividend was given per 10 shares in cash (tax included); Scheme of Increasing Capital Stock Transferred from Capital Reserve was: taking the total capital stock 844,867,002 shares as of year-end of 2007 as the radix, the Company converted capital reserve to increase 2 common shares with every 10 shares. Implementation of the plan has been accomplished on May 15, 2008, after being approved by the Shareholders’ General Meeting 2007. 44 China Merchants Property Development Co., Ltd. Annual Report 2008 2. Preplan for Profit Distribution of 2008 and Increasing Capital Stock Transferred from Capital Reserve Till the end of 2008, the audited undistributed profit of the parent company was RMB 2,728,924,171, including the undistributed profit RMB 2,485,046,999 transferred in at the year-begin, net profit of the year of RMB 581,823,973 transferred in this report period, and distributed profit of last year RMB 337,946,801. According to regulations of relevant laws and rules and Articles of Association, the Preplan for Profit Distribution in 2008 was: According to 10% of the net profit of the parent company RMB 581,823,973, withdrew statutory surplus reserve RMB 58,182,397; taking the total capital shares 1,717,300503 shares as of year-end as the radix, cash RMB 1 (tax included) would be sent for per every 10 shares, that was to say, RMB 171,730,050 cash dividend would be sent. The residual undistributed profit RMB 2,499,011,724 was retained to the next report year. The Company did not increase capital stock transferred from capital reserve this year. The profit available to distribute in 2008 was as follows: (Unit: RMB) Amount of the Proportion in net profit of the Company parent company of this year Net profit in 2008 581,823,973 100.00% Withdrew statutory surplus reserve 58,182,397 10.00% Profit available for distribution at the year-begin 2,147,100,198 Distributed cash dividends of 2008 171,730,050 29.52% Profit retained to later years 2,499,011,724 3. Cash dividends in the past three years (Unit: RMB) Amount of cash Net profit of the Company Proportion in net profit of the Company in dividends in that year that year 2007 84,486,700 2,499,187,877 3.38% 2006 154,705,668 567,912,385 27.24% 2005 12,376,453 421,580,919 2.94% VIII. In 2008, the Company chose the following media for information disclosure: China Securities Journal, Securities Times, Shanghai Securities News and Hong Kong Commercial Daily. While in 2009, the media for information disclosure were China Securities Journal, Securities Times and Hong Kong Wen Wei Po. Chapter 9. Report of the Supervisory Committee I. Working of the Supervisory Committee In the report period, according to relevant laws and regulations, members of the Supervisory Committee presented the previous shareholders’ meetings, joined the discussion about significant decision-making, seriously performed their duties, supervised holding procedures and decision-making procedures of Shareholders’ Meeting, meetings of the board of directors, implementation of proposals of the board of directors in shareholders’ meeting, duty fulfilling of Senior Executives and implementation of management system, and urged the board of directors and management level to operate legally and make decision scientifically. The Supervisory Committee considered that the Board of Directors has rigorously implemented proposals of Shareholders’ Meeting, and fulfilled the duties of the Directors, without any behavior which hurts the interests of the Company and its shareholders; the senior executives seriously implemented proposals of the Board of Directors, without any irregular or illegal behavior. In the report period, the Supervisory Committee held 6 meetings in total. Details were as follows: Disclosed date of Number Date of meetings Name of meetings Discussion topic proposals The 10th Meeting of Report of the Supervisory 1 February 18, 2008 February 20, 2008 the 5th Supervisory Committee, Annual Report 2007, 45 China Merchants Property Development Co., Ltd. Annual Report 2008 Committee Evaluation Report of Internal Control The 11th Meeting of 2 April 14, 2008 the 5th Supervisory The First Quarterly Report 2008 Undisclosed Committee The 12th Meeting of Self-inspection Summary Report of 3 July 28, 2008 the 5th Supervisory Capital Occupation of Related July 29, 2008 Committee Parties Semi-annual Report 2008, Proposal The 13th Meeting of on Nominating Candidates of 4 August 28, 2008 the 5th Supervisory August 30, 2008 Supervisors for the Supervisory Committee Committee The 1st Meeting of Proposal on Electing Chairman of 5 September 22, 2008 the 6th Supervisory September 23, 2008 the Supervisory Committee Committee The 2nd Meeting of 6 October 20, 2008 the 6th Supervisory The 3rd Quarterly Report 2008 Undisclosed Committee The aforesaid information was disclosed on China Securities Journal, Securities Times and Shanghai Securities News. II. The Supervisory Committee’s Opinions on the Following Issues (I) Legal Operation The Company established a complete internal control mechanism; the decision-making procedure in the process of operation was in line with laws and regulations. There was no behavior violating laws, regulations, Articles of Association or hurting interests of the Company when the Directors and Executives of the Company performing their duties. (II) Finance Check The financial system of the Company was complete, calculation was standard, and management was effective. The financial report truly and exactly reflected financial status and operation achievement of the Company. The audit opinions on the financial report of 2008 expressed by CPAs were objective and fair. (III) Usage of Proceeds The Company raised proceeds of RMB 2.292 billion by private placement on September 30, 2007, and raised capital RMB 5.777 billion by public offering of A-shares on November 26, 2008. After checking financial report and management and use of proceeds, the Supervisory Committee understood that the proceeds was reserved in special account, use was standard, disclosure was true and management was rigorous. The usage of proceeds accorded with raised capital plan, and the management and usage followed relevant regulations. (IV) Purchase and Sales of Assets and Related transaction In the report period, the Company purchased 90% equities of Shanghai Fengrui Real Estate Co., Ltd.; totally sold Nanjing International Financial Center by selling 100% equities of Elite; as for related transaction, the Company received borrowing from Top Chief Co., Ltd. and entrusted loan from Shekou Industrial Zone. The Supervisory Committee thought that voting procedures of transaction events were legal and regular, the transactions were public, fair and reasonable, and accorded with the demand of business development, without any behaviors hurting interests of part shareholders or causing assets losses of the Company. (V) Self-Evaluation Report of Internal Control The Self-Evaluation Report of Internal Control offered by the Board of Directors truly and completely reflected actual condition of internal control mechanism of the Company. The Company had established a sound internal control mechanism, and the internal control mechanism was basically complete, almost without any significant defect, internal control mechanism and the present structure of the Company were suitable, and implementation was effective. Chapter 10. Significant Events I. Significant Lawsuit and Arbitration In the report period, there was no significant lawsuit and arbitration of the Company. 46 China Merchants Property Development Co., Ltd. Annual Report 2008 II. Holding, purchase and sales of equity of other listed companies (Unit: RMB) Initial Proportion in Gains and Changes on owners’ Security Abbreviation Book value at investment equity of the losses in equity in the report code of security period-end amount Company report period period 000004 ST Guonong 1,572,275 0.58％ 1,743,773 - -1,630,975 During the report period, the Company did not purchase or sell shares of other listed companies. III. Purchase and Sales of Assets and Combination (I) Related transaction involved in public offerring of A-shares 1. Brief introduction of the transaction In the report period, relevant Proposal on Public Offerring of A Shares was discussed and approved in the 21st meeting of the 5th board of directors, the 3rd extraordinary meeting 2008 and the Shareholders’ General Meeting 2007. After approved by document [2008] No. 989 issued by CSRC, on November 26, 2008, the Company publicly issued 450,000,000 A shares, with the price of RMB 13.20 per share, and raised capital RMB 5.777 billion after deducting issuance fee. Shekou Industrial Zone and Zhangzhou Development Zone purchased 279,234,227 shares, which was 62.05% of the total shares issued. The subsidiary company of the Company –Shenzhen China Merchants Real Estate Co., Ltd. purchased land use right of projects owned by the controlling shareholder – Shekou Industrial Zone with a part of proceeds by the abovementioned additional offerring, including Garden City Syber Port, Technology Building Phase II, Garden City Phase V, Kings Ville, Pilot Tower, as well as Pilot Park, and the purchase price was decided as RMB 2,601,810,000 according to the appraisal value on December 31, 2007. On December 26, 2008, Shekou Industrial Zone offered Consideration Letter of Reducing Price of Land Use Right, and reduced RMB 519,960,000 of the land price which should be paid by Shenzhen China Merchants Real Estate Co., Ltd., with the reducing extent of 19.98%, and the purchasing price after reducing was RMB 2,081,850,000. In the report period, RMB 2,052,590,000 was paid. 2. Influence on the Company The controlling shareholders actively purchased publicly-offered shares of the Company, and constantly injected projects with high quality to the Company, which fully embodied their confidence and support in future development of the Company. With this issuance and involved related transaction, the net assets of the Company increased greatly, capital status and financial structure were further perfected, and simultaneously would increase land reserve to own land with high quality, which could lift the comprehensive profitability level, increase anti-risk ability in this industry’s downward period and ensure long-term, constant and healthy development of the Company. Details of the transaction can be found in Notice of Connected tTansaction Involved in the Public Offerring of A-Shares and Notice of Resolutions of the 5th Extraordinary Meeting of the 6th Board of Directors 2008 in China Securities Journal, Securities Times, Shanghai Securities News and Juchao website on February 20, 2008 and December 31, 2008. (II) Sales of equity of Elite Trade Investments Ltd. 1. Introduction of the transaction Heighten Holdings Ltd. (hereinafter refer to Heighten) and Elite Trade Investments Ltd. (hereinafter refer to as ELITE) are both overseas subsidiary companies indirectly controlled by the Company. After discussion and approval of the 4th Extraordinary Meeting of the 6th Board Of Directors, Heighten sold equity of its subsidiary company – Elite and whole of Nanjing International Finance Center which was developed by the subsidiary company of Elite – Nanjing Fortune Real Estate Development Co., Ltd., to ADF Phoenix IV Ltd. (hereinafter refer to as ADF) with the price of RMB 1,625,000,000 according to the assets evaluation value on November 15, 2008, including transferring price for 100% equities of Elite was RMB 880,668,300 and transferring price for credit right of Nanjing Fortune Real Estate Co., Ltd. was RMB 744,331,700. According to Agreement on Sales and Purchase of Equity signed by the two 47 China Merchants Property Development Co., Ltd. Annual Report 2008 parties, the Company received the initial account for transferring equity of Elite with USD 106,067,034.37 (equal to RMB 725,000,000) paid by ADF on December 23, 2008. 2. Influence on the Company Nanjing International Finance Center was one of the important developing projects of the Company. Selling this project was important measure for realizing comprehensive operation strategy, which could effectively complement cash flow of the Company and further optimize assets-liability structure. Details of the transaction could be found in Notice of Progress of Significant Transaction, Notice of Resolution of the 4th Extraordinary Meeting of the 6th Board of Directors 2008 and Notice of Receiving the Initial Account for Transferring Equity of Elite Trade Investments Ltd. in China Securities Journal, Securities Times, Shanghai Securities News and Juchao website respectively on December 3rd, 9th and 24th of 2008. IV. Significant Related transactions (I) In the report period, there was no significant related transaction of purchasing or selling goods or providing labor service. (II) Related transaction happened in transferring assets and equity 1. After approved by the Shareholders’ General Meeting, the Company purchased land use right of 6 projects including Garden City Syber Port owned by the controlling shareholder - Shekou Industrial Zone with the proceeds from additional public offering of A-shares in 2008. Details could be found in Related transaction Involved in Public Offerring of A Shares in Purchase and Sales of Assets and Combination. 2. In January of 2008, the subsidiary company of the Company – Shenzhen CM Power Supply Co., Ltd. signed Confirmation Contract of Land Use Right with Shekou Industrial Zone, transferred the land use right of transformer substation with 110 KV, which located in Qianhai Gulf Logistic Park, south of Gangqian Road and west of Xinghai Road, with land number of T102-0183, and the transferring price was RMB 2,421,188. This transaction would provide advantages for the development of CM Power Supply in Qianhai Gulf Logistic Park. (III) Credit, debts intercourse and guarantee between the Company and related parties 1. The loan guarantee for the Company and subsidiary companies provided by related parties as of December 31, 2008 :( Unit: RMB) Names of related parties Party guaranteed Guarantee amount Guarantee of bank acceptance Shenzhen China Merchants Real Estate Co., Shekou Industrial Zone RMB 58,169,050 Ltd. Paid guarantee Shekou Industrial Zone The Company RMB 146,266,963 Tianjin China Merchants Real Estate Co., Shekou Industrial Zone RMB 6,070,029 Ltd. Guarantee of short-term loan Shekou Industrial Zone The Company RMB 400,000,000 Shekou Industrial Zone China Merchants Power Supply Co., Ltd. USD 24,380,000 Suzhou China Merchants Nanshan Property Shekou Industrial Zone RMB 24,000,000 Co., Ltd. Guarantee of long-term loan Shekou Industrial Zone The Company RMB 210,000,000 Shenzhen China Merchants Real Estate Co., Shekou Industrial Zone RMB 590,000,000 Ltd. Tianjin China Merchants Real Estate Co., Shekou Industrial Zone RMB 100,000,000 Ltd. Shanghai Fengyang Real Estate Development Shekou Industrial Zone RMB 40,000,000 Co., Ltd. China Merchants Group (Hong Kong) Hong Kong Ruijia Investment Industrial Co., HKD 130,000,000 Co., Ltd. Ltd. 48 China Merchants Property Development Co., Ltd. Annual Report 2008 China Merchants Group (Hong Kong) Hong Kong Ruijia Investment Industrial Co., USD 177,000,000 Co., Ltd. Ltd. The wholly-owned subsidiary company of Shekou Industrial Zone – Top Chief Co., Ltd. provided liquidation guarantee for long-term foreign exchange business engaged in ING bank by the Company’s subsidiary-Hong Kong Ruijia. 2. Intercourse amount between the Company and related parties as of December 31, 2008: Unit: RMB Item Names of related parties Amount at the year-end Other account receivable Shenzhen CM OCT Investment Co., Ltd. 261,728,182 Other account receivable Beijing Hengshihuarong Real Estate Development Co., Ltd. 206,243,158 Total 467,971,340 Account payable Shekou Industrial Zone 82,395,024 Other account payable China Merchants Zhangzhou Development Zone Co., Ltd. 200,850,000 Other account payable Tianjin Xinghai Real Estate Development Co., Ltd. 117,331,399 Other account payable Shenzhen CM Guangming Science Park Co., Ltd. 6,563,954 Other account payable China Merchants Securities Co., Ltd. 2,000,000 China Merchants Hanghua Science & Technology & Trade Other account payable 1,973,777 Center Co., Ltd. Total 328,719,130 (IV) Other Related transaction 1. In the report period, Shekou Industrial Zone issued entrusted loan RMB 300 million for the Company respectively by Industrial and Commercial Bank of China Shekou Branch and Agriculture bank of China Nanshan Branch. 2. In December of 2008, the subsidiary company of the Company –Shenzhen China Merchants Real Estate Co., Ltd. and the connected party – Shenzhen CM Financial Service Co., Ltd. together found Beijing Kanglade Real Estate Development Co., Ltd., and respectively held 60% and 40% equities capital of this company. 3. Other daily transactions with related parties were disclosed in Notes of Financial Report. V. Significant Contracts and Fulfillment (I) In the report period, there was no significant event of custody, contract, or leasing of assets from/to any other company. (II) Significant Guarantees 1. The Company provided phased joint guarantee for buyers of commercial housing, the guarantee term was from the date of issuing loan from the mortgage bank to the date that the bank completed handling Certificate of Land Property for buyers. At the end of the period, the Company provided guarantee RMB 177,090,000 for the aforesaid loans. 2. During the report period, the Company provided joint liability guarantee for bank loans of USD 30,000,000 (RMB 205,038,000) received by its wholly-owned subsidiary company – China Merchants Power Supply Co., Ltd. The guarantee term was limited from the day in which the loan happened to the accomplished day in which all the liquidating obligations were fulfilled under the loan contract. At the end of the report term, the balance of the aforementioned loan was USD 30 million (equivalent to RMB 205,038,000). In the report term, except for the aforementioned guarantee, there were no other external guarantees, no guarantees for the its shareholder, actual controller and other related parties and no debts guarantees provided for the guarantee of which the assets-liability ratio exceeded 70% directly or indirectly which were all supplied by the Company and its controlling subsidiaries. (III) There was no entrusting financing event of the Company. (IV) Other Significant Contracts in the Report Period 49 China Merchants Property Development Co., Ltd. Annual Report 2008 1. The Company received the confirmation letter for integrated line of credit from China Industrial and Commercial Bank of China Shekou Branch. It included the loaning line for circulating capital: RMB 0.4 billion for the Company, RMB 0.2 billion for its subsidiary–Shenzhen China Merchants Power Supply Co., Ltd., and RMB 3.1 billion for the various project companies of the Company. The above credits were available from January 4, 2008 to January 4, 2009. 2. The Company received the confirmation letter for credit of RMB 5.5 billion from China Construction Bank Shenzhen Branch, including RMB 5 billion for the Company, RMB 0.3 billion for the subsidiary company – Shenzhen China Merchants Real Estate Co., Ltd. and RMB 0.2 billion for Zhangzhou CMRE. 3. The Company signed agreement with Bank of China Shenzhen Branch for the credit of RMB 0.24 billion, with term from March 27, 2008 to March 26, 2009. 4. The Company signed agreement with Agriculture Bank of China Nanshan Branch for the credit of RMB 2 billion, with term from February 12, 2009 to October 17, 2011. 5. The Company signed agreement with China Merchants Bank for the credit of RMB 3 billion, with term from April 16, 2007 to April 16, 2009. 6. The Company signed agreement with China Minsheng Bank Shenzhen Branch for the credit of RMB 1 billion, with term from November 28, 2008 to November 28, 2009. 7. The Company signed agreement with Industrial Bank Shenzhen Branch for the credit of RMB 1 billion, with term from October 26, 2007 to October 26, 2008. 8. The Company signed entrusted loan contract with China Industrial and Commercial Bank Shenzhen Shekou Branch for the loan of RMB 0.3 billion, with term from June 2, 2008 to June 1, 2010. 9. The Company signed entrusted loan contract with Agriculture Bank of China Shenzhen Nanshan Branch for the loan of RMB 0.3 billion, with term from September 25, 2008 to September 24, 2010. 10. The Company signed entrusted loan contract with Agriculture Bank of China Shenzhen Nanshan Branch for the loan of RMB 0.9 billion, with term from November 28, 2008 to November 28, 2012. 11. The subsidiary company of the Company – Shenzhen CM Construction Co., Ltd. signed entrusted loan contract with Bank of China Shenzhen Shekou Branch and Nanjing Fortune Real Estate Development Co., Ltd. for the loan of RMB 0.156 billion, with term from December 12, 2008 to December 17, 2012. 12. The Company signed Assets Support Trust Contract of Shangxin Guorui and China Merchants Property with Shanghai International Trust Co., Ltd., with term of 3 years, and raised capital of RMB 0.65 billion till the report date. 13. The subsidiary company of the Company –Shenzhen China Merchants Power Supply Co., Ltd. signed agreement with Bank of China Shenzhen Branch for the credit of RMB 0.4 billion, with term from September 7, 2007 to September 7, 2009. 14. The subsidiary company of the Company –Shenzhen China Merchants Power Supply Co., Ltd. signed agreement with ING Bank N.V. Shanghai Branch for the credit of USD 30 million, with term from June 18, 2008 to June 18, 2010. 15. The subsidiary company of the Company – Hong Kong Ruijia signed agreement with China Industrial and Commercial Bank (Asia) for the credit of HKD 0.5 billion or equal amount in USD, with term from December 24, 2008 to December 24, 2010. 16. The subsidiary company of the Company – Hong Kong Ruijia signed agreement with ING Bank N.V. Hong Kong Branch for the credit of USD 50 million, with term from November 19, 2007 to November 19, 2012. 17. The subsidiary company of the Company – Hong Kong Ruijia signed agreement with China Merchants Bank Offshore Department for the credit of USD 0.15 billion, with term from November 28, 2008 to November 28, 2011. VI. Commitment 1. Shareholders’ commitment (1) Shekou Industrial Zone promised to neither directly or indirectly conduct or develop the same or similar business or projects with that of the Company, nor found, develop, participate in, or assist any enterprise for Shekou Industrial Zone or related parties or any 3rd party to directly or indirectly compete with the Company; neither use the information obtained from the Company to conduct or participate in activities to compete with the Company, nor conduct any other competitive activity hurting or possibly 50 China Merchants Property Development Co., Ltd. Annual Report 2008 hurting interests of the Company. In the report period, Shekou Industrial Zone fulfilled the commitment strictly. (2) In the report period, Shekou Industrial Zone rigorously fulfilled the commitment made in the Share Merger Reform of the Company: never sold the shares of the Company held by it; input high quality assets such as land to the Company by means of participation in public share-offer. (3) During the process of application for convertible bonds in 2007, Shekou Industrial Zone promised not to transfer the Company’s shares owned by it in 3 years since completion of share converting. In the report period, Shekou Industrial Zone fulfilled the commitment strictly. (4) During the process of purchasing non-publicly issued A shares of the Company in 2007, Shekou Industrial Zone promised not to transfer these shares in 36 months from the day when the issuing was completed, that was from September 24, 2007 to September 23, 2010. In the report period, Shekou Industrial Zone fulfilled the commitment strictly. (5) Top Chief Co., Ltd. – the whole-owned subsidiary of Shekou Industrial Zone, promised not to reduce its shareholding of the Company before October 12, 2008. In the report period, Top Chief Co., Ltd. fulfilled the commitment strictly. (6) In the report period, Shekou industrial Zone, Zhangzhou Development Zone and Top Chief Co., Ltd. added shareholding of the Company, and promised to limit sales of these shares within one year since the day of adding shareholding. In the report period, Shekou industrial Zone, Zhangzhou Development Zone and Top Chief Co., Ltd. strictly fulfilled the commitment. 2. The commitment made by the Company was disclosed in Affix of the Financial Report. VII. Engaging or Dismissing of CPAs The Company engaged Deloitte Touche Tohmatsu Certified Public Accountants Ltd. as domestic audit institution from 2001. On March 17, 2008, the Shareholders’ General Meeting of the Company 2007 approved relevant proposal on Continuing Engaging Deloitte Touche Tohmatsu Certified Public Accountants Ltd. as External Audit Institution for 2008. Till the end of the report period, Deloitte Touche Tohmatsu Certified Public Accountants Ltd. provided audit service for the Company for successive 8 years. This year, the Company should pay RMB 3.15 million to Deloitte Touche Tohmatsu Certified Public Accountants Ltd for their work in auditing the 2008 financial statements. . VIII. In the report period, there was no criticism or condemnation received by the Company, the Board of Directors, or the Directors. IX. Table about investigation, communication and interview received by the Company during the report period Content discussed and Reception date Reception place Reception way Object received information provided Hua An Fund Management Co., Ltd., E Fund Introduction of the Management Co., Ltd., ABN AMRO TEDA Jan. 8 Shekou Shenzhen Investigation Company and the Fund Management Co., Ltd.、Doric Capital industry Corporation, etc. Introduction of the Collective Jan. 30 Shekou Shenzhen Citic Securities Organization Company and spot investigation review on projects Introduction of the CALSA-PACIFIC MARKETS 、 PEDRA Feb. 20 Shekou Shenzhen Investigation Company and the INVESTMENT MANAGEMENT, etc. industry Introduction of the Collective Feb. 26 Shekou Shenzhen Orient Securities Organization Company and spot investigation review on projects China Merchants Securities Co., Ltd., China Southern Fund Management Co., Ltd., China Introduction of the Jianyin Investment Securities Co., Ltd., Company and the March Shekou Shenzhen Investigation Fortune SGAM Fund Management Co., Ltd., industry, Annual Report China Pacific Insurance (group) Co., Ltd., was provided Shenyin Wanguo Securities Co., Ltd., etc. 51 China Merchants Property Development Co., Ltd. Annual Report 2008 Content discussed and Reception date Reception place Reception way Object received information provided Introduction on Internet-based development of the Mar. 11 Shekou Shenzhen communication Shareholders and investors Company and the conference industry Company organizations, China Southern Fund Introduction of the Management Co., Ltd., Boshi Fund Company and the Communication Management Co., Ltd., Penghua Fund industry, spot review on Mar. 14 Shekou Shenzhen conference of Management Co., Ltd., E Fund Management projects of the investors Co., Ltd., China Asset Management Co., Ltd., Company, Annual GF Fund Management Co., Ltd., Yinhua Fund Report was provided Management Co., Ltd., etc. Introduction of the Taiwan Securities Co. Ltd., Yale Endowment Company and the April Shekou Shenzhen Investigation Fund, etc. industry, Annual Report was provided Introduction on JP Morgan Chase UBS, RCM, BlackRock, development of the Apr. 26 Beijing —China Investment JP Morgan Chase, Alliance Bernstein, the Company and the Forum Hamon Investment Group Pte Limited industry Boshi Fund Management Co., Ltd., Penghua Introduction on the Everbright Securities Fund Management Co., Ltd., E Fund Company and Co.,Ltd.—Proseminar Management Co., Ltd., China Asset Jun. 15 Shanghai discussion on on industries of Management Co., Ltd., GF Fund Management development of the finance and real estate Co., Ltd., Yinhua Fund Management Co., industry Ltd., etc. Essence Securities Harvest Fund Management Co., Ltd., CCB Introduction on the Co. Ltd. — Strategy Principal Asset Management Co., Ltd., Company and Jun. 23 Shanghai meeting on Tianhong Asset Management Co.,Ltd., China discussion on current investment in middle Pacific Asset Management Co., Ltd., Lord situation of the industry, of 2008 Abbett China Asset Management Co., Ltd. Orient Securities Lehman Brothers, Rongtong Fund Company Management Co., Ltd., Boshi Fund Introduction on the Limited—Strategy Management Co., Ltd., Bank of China Company and Jun. 23 Shanghai meeting on Investment Management Co., Ltd., Penghua discussion on current investment in middle Fund Management Co., Ltd., Harvest Fund situation of the industry of 2008 Management Co., Ltd., Introduction on the JP Morgan Chase UBS, RCM, Barings, JP Morgan Chase, First Company and Jun. 27 Hong Kong —Proseminar of A State Investments, the Hamon Investment discussion on current share enterprises Group Pte Limited situation of the industry Introduction on the Jul. 8 Shekou Shenzhen Investigation Morgan Stanley Company CCB Principal Asset Management Co., Ltd., China International Fund Management Co., China International Ltd., Hua An Fund Management Co., Ltd., Introduction on the Capital Co., Ltd. — Rongtong Fund Management Co., Ltd., Company and Jul. 15 Shanghai Proseminar on Harvest Fund Management Co., Ltd., GF discussion on current industries of finance Fund Management Co., Ltd., Yinhua Fund situation of the industry and real estate Management Co., Ltd., Bank of Communications Schroder Fund Management Co., Ltd., etc. China Merchants E Fund Management Co., Ltd., Lion Fund Introduction on the Securities Management Co., Ltd., Boshi Fund Company and Jul. 17 Shenzhen Co.,Ltd.—Proseminar Management Co., Ltd., Xincheng Asset discussion on current on industries of Management Co., Ltd., situation of the industry finance and real estate Introduced the Jul. 22 Shekou Shenzhen Investigation E.C. Insurance Services Company Introduced the Jul. 30 Shekou Shenzhen Investigation Shanghai Congrong Investment Co., Ltd. Company Introduced the Aug. 1 Shekou Shenzhen Investigation Walker Investment Consultant Co., Ltd. Company Yinghua Fund Management Co., Ltd., China Life Insurance Co., Ltd., Changsheng Introduction on the Visiting and Fund Management Co., Ltd., Harvest Fund Company and Aug. 15 Beijing interviewing with Management Co., Ltd., ICBC Credit Suiss discussion on current investors Assets Management Co., Ltd., China Post & situation of the industry Capital Fund Management Co., Ltd., ABN 52 China Merchants Property Development Co., Ltd. Annual Report 2008 Content discussed and Reception date Reception place Reception way Object received information provided AMRO TEDA Fund Management Co., Ltd., CCB Principle Assets Management Co., Ltd. Fortune SGAM Fund Management Co., Ltd., Fullgoal Fund Management Co., Ltd., China International Fund Management Co., Ltd., Introduction on the Visiting and GTJA Allianz Fund management Limited Company and Aug. 21 Shanghai interviewing with Company, Hua An Fund Management Co., discussion on current investors Ltd., Xiquan Industry Co., Ltd., Jinglin Assets situation of the industry Management Co., Ltd., Shanghai CCI Investment Co., Ltd. Introduced the Sep. 1 Shekou Shenzhen Investigation ABSOLUTE ASIA；UBS Company Da Cheng Fund Management Co., Ltd., ICBC Credit Suiss Assets Management Co., Ltd., E Introduced sales of the Fund Management Co., Ltd., Fortune SGAM Investigation activity Company’s house Fund Management Co., Ltd., Invesco Great for sale of the property-Helen Garden Sep. 3 Shekou Shenzhen Wall Fund Management Co., Ltd., ABN Company’s building Phase V, and provided AMRO TEDA Fund Management Co., Ltd., property information such as Yinghua Fund Management Co., Ltd., Boshi House Book Fund Management Co., Ltd. Changcheng Fund Management Co., Ltd. Introduced the Sep. 4 Shekou Shenzhen Investigation UG Investment Advisers Company The Hamon Investment Group Pte Limited, Temasek Holdings (Hong Kong), UG Introduction on the UBS—China Property INVESTMENT ADVISERS LIMITED, GMT Company and Sep. 18 Hong Kong Investment Co., Ltd., BOYER ALLAN Day discussion on current INVESTMENT MANAGEMENT （HONG situation of the industry GONG）, GE ASSET MANAGEMENT, etc. Fullgoal Fund Management Co., Ltd., Fortune Introduction on the SGAM Fund Management Co., Ltd., GTJA Visit and interview Company and Sep. 23 Shanghai Allianz Fund management Co., Ltd., Bank of investors discussion on current Communications Schroder Fund Management situation of the industry Co., Ltd. Introduction on the Company and Oct. 7 Shekou Investigation UBS Fund Management Co., Ltd. discussion on current situation of the industry Introduction on the Company and Oct. 16 Shekou Investigation Hong Yuan Securities Co., Ltd. discussion on current situation of the industry Introduction on the Company and Oct. 17 Shekou Investigation China Universal Asset Management Co., Ltd. discussion on current situation of the industry Introduction on the Harvest Fund Management Co., Ltd., GF Company and Oct. 21 Shekou Investigation Fund Management Co., Ltd. discussion on current situation of the industry Yinghua Fund Management Co., Ltd., New Century Management Co., Ltd., Yimin Assets Management Co., Ltd., Baoying Fund Explanation Meeting on Oct. 22 Shekou Phone meeting Management Co., Ltd., ABN AMRO TEDA the 3rd Quarterly Report Fund Management Co., Ltd., Soochow Asset of the Company Management Co., LTD., CITIC Fund Management Co. Ltd, etc. Introduction on the Company and Oct. 24 Shekou Investigation NCI Assets Management Co., Ltd. discussion on current situation of the industry Da Cheng Fund Management Co., Ltd., China Introduction on the Merchants Fund Management Co., Ltd., Company and Nov. 4 Shekou Investigation Lion Fund Management Co., Ltd., Minsheng discussion on current Royal Fund Management Co., Ltd. situation of the industry Yinghua Fund Management Co., Ltd., Introduction on the Nov. 7 Shekou Investigation China Asset Management Co., Ltd., Harvest Company and Fund Management Co., Ltd. discussion on current 53 China Merchants Property Development Co., Ltd. Annual Report 2008 Content discussed and Reception date Reception place Reception way Object received information provided situation of the industry Introduction on the China Merchant Securities Co., Ltd., China Company and Nov. 12 Shekou Investigation Post & Capital Fund Management Co., Ltd., discussion on current New Century Management Co., Ltd. situation of the industry Introduction on the China Life Asset Management Co. Ltd., Company and Nov. 13 Shekou Investigation Invesco Great Wall Fund Management Co., discussion on current Ltd., YIMIN Asset Management Co., Ltd. situation of the industry Introduction on the ICBC Credit Suisse Asset Management Co. Company and Nov. 17 Shekou Investigation Ltd. discussion on current situation of the industry Introduction on the Company and Nov. 21 Shekou Investigation Nomura Securities Co., Ltd. discussion on current situation of the industry E Fund Management Co., Ltd., GF Fund Public additional offer Management Co., Ltd., Da Cheng Fund scheme and Shenzhen, Roadshow for Management Co., Ltd., Lion Fund explanation on Nov. 25 Guangzhou additional share offers Management Co., Ltd., Penghua Fund development of the Management Co., Ltd., Rongtong Fund industry and the Management Co., Ltd, etc. Company Public additional offer Bank of Communications Schroder Fund scheme and explanation Roadshow for Management Co., Ltd., Fullgoal Fund Nov. 25 Shanghai on development of the additional share offers Management Co., Ltd., SPDB Anshun industry and the Investment Managers Co., Ltd. etc. Company China Asset Management Co., Ltd., China Public additional offer Post & Capital Fund Management Co., Ltd., scheme and explanation Roadshow for Harvest Fund Management Co., Ltd., ABN Nov. 26 Beijing on development of the additional share offers AMRO TEDA Fund Management Co., Ltd., industry and the Yinhua Fund Management Co., Ltd., CCB Company Principal Asset Management Co., Ltd. etc. Introduction on the Company and Nov. 28 Shekou Investigation The Hamon Investment Group Pte Limited discussion on future development of the industry Introduction on the Deutsche Securities Asia Limited, Mirae Asset Company and Nov. 29 Shekou Investigation Global Investments (H.K.) Limited, BEA Union discussion on future Investment Management Limited. development of the industry Introduction on the Annual strategy Company and meeting of Guoxin Institution clients of Guoxin Securities Co., Dec. 8 Tianjin discussion on future Securities Company Ltd. development of the Ltd industry Introduction on the Company and Merrill Lynch securities Co., Ltd., Merrill Dec. 10 Shekou Investigation discussion on future Lynch International Investment Co., Ltd. development of the industry 54 China Merchants Property Development Co., Ltd. Annual Report 2008 Chapter 11. Financial Report Auditor’s Report 德师报(审)字(09)第 P0194 号 To the shareholders of China Merchants Property Development Co., Ltd. We have audited the attached financial statements of CHINA MERCHANTS PROPERTY DEVELOPMENT CO., LTD .(hereinafter referred to as "CMPD"), including the company and consolidated balance sheets as at December 31, 2008, and the company and consolidated income statements, the company and consolidated cash flow statements, the company and consolidated statements of changes in equity, and notes to the financial statements. 1.Management’s responsibility for the Financial Statements Preparing of the Financial Statements according to Enterprise Accounting Standard is the responsibility of the management of the Company. This responsibility includes: (a) Designing, implementing and maintaining the internal control system relevant to preparation of the financial Statements, to prevent the Financial Statements from major false presentation due to fraud or error; (b) Selecting and applying appropriate accounting policies; and(c) Makeing accounting estimates that are reasonable in the circumstances. 2. Responsibilities of the CPA Our responsibilty is to express an opinion on these financial statements based on our audit. We conducted our audit work with compliance to Chinese CPA Auditing Standard, which requires us to plan and implement our works with ethic requiremnts, and obtain reasonable guarantee that the Financial Statements are free of major false statements. Auditing works are involving in auditing practices to obtain evidences regarding the amounts and presentation of the Financial Statements. Selecting of auditing practices is based on the CPA’s judgment, including evaluation on the risks of major false statements due to cheating or error. At evaluating of the risks, we’ve considered the relative internal control system related to the preparation of the Financial Statements. However we don’t comment on the effectiveness of the internal control system. The auditing works also include evaluations on the felicitousness of accounting policy selecting, the rationality of accounting estimations, and the overall presentation of the Financial Statements as well. We believe that the evidences we’ve obtained are appropriate and sufficient, which provided foundations to our issuing of auditing opinions. III. Auditors’ Opinions In our opinion,that the Company has been following with the Enterprise Accounting Standard in preparing of the Financial Statements. The Financial Statements is reflecting, in all important asHpects, the financial situation of Fangda Group as of December 31, 2008, and the business performance and cash flow of year 2008. Deloitte Touche Tohmatsu (Shanghai) CPA Ltd. CPA China Shanghai. China Li Weihua CPA China Huang Yue March ***, 2009 55 China Merchants Property Development Co., Ltd. Annual Report 2008 Balance Sheet of the Company and Consolidated December 31, 2008 Consolidated The Company Note End of Term Beginning of Term End of Term Beginning of Term RMB Yuan RMB Yuan RMB Yuan RMB Yuan Assets Current asset: Monetary capital 7 7,389,133,547 3,588,095,863 4,728,619,945 2,454,024,042 Hold-for-trading financial assets 8 97,331,980 - - - Account receivable 9 107,177,879 56,498,734 - - Prepayment 10 28,316,856 7,295,171 - - Dividend receivable - - 3,030,848,071 2,447,054,932 Other receivables 11 778,506,128 836,891,695 14,588,369,018 9,790,585,234 Inventories 12 23,869,301,251 17,167,330,873 - 1,256,600,000 Non-current asset due in 1 year 40,129 - - - Other current asset 13 227,596,742 ____________ 9,608,644 ____________ ____________ - ____________- Total of current asset 32,497,404,512 ____________ 21,665,720,980 ____________ 22,347,837,034 ____________ 15,948,264,208 ____________ Non-current assets Available-for-sale financial asset 14 1,743,773 3,887,829 1,743,773 3,887,829 Long-term receivables 15 971,960,034 - 838,808,511 - Long-term equity investment 16 771,232,269 568,290,424 1,442,068,686 1,421,238,125 Investment real estate 17 2,632,975,770 2,377,676,137 - - Fixed assets 18 284,573,922 289,152,145 320,838 432,040 Construction in process 19 39,614,982 131,394,118 - - Intangible assets 20 94,212 52,463,926 - - Goodwill - 1,460,212 - - Long-term amortizable expenses 21 196,539,294 8,100,944 349,732 540,835 Differred tax asset 22 40,876,227 ____________ 9,016,967 ____________ ____________- 2,422,142 ____________ Total of non-current assets 4,939,610,483 ____________ 3,441,442,702 ____________ 2,283,291,540 ____________ 1,428,520,971 ____________ Total of assets 37,437,014,995 25,107,163,682 ____________ 24,631,128,574 ____________ 17,376,785,179 ____________ ____________ 56 China Merchants Property Development Co., Ltd. Annual Report 2008 Balance Sheet of the Company and Consolidated - continues December 31, 2008 Consolidated The Company Note End of Term Beginning of Term End of Term Beginning of Term RMB Yuan RMB Yuan RMB Yuan RMB Yuan Liabilities and shareholders’ equity Short-term loans 24 3,613,956,278 5,671,532,494 2,806,081,100 3,735,866,600 Hold-for-sale financial - 50,589,723 - - liabilities Notes payable 25 143,287,841 97,215,654 - - Account payable 26 1,863,688,472 2,916,864,090 - 1,111,940,000 Prepayment received 27 2,731,472,693 183,053,832 - - Employees’ wage payable 28 121,900,048 136,219,785 4,237,517 3,667,614 Tax payable 29 270,545,613 317,190,250 291,820 51,263,149 Interest payable 30 41,051,205 30,685,761 36,025,186 25,934,411 Dividend payable 31 8,778,785 22,905,569 - - Other account payable 32 3,154,569,035 2,139,591,897 2,688,993,082 2,325,027,310 Non-current liability due in 1 33 1,810,099,402 300,000,000 1,550,000,000 300,000,000 year Other current liability 34 459,072,398 ____________ 415,608,438 ____________ 77,559 ____________ 77,559 ____________ Total of current liability 14,218,421,770 ____________ 12,281,457,493 ____________ 7,085,706,264 ____________ 7,553,776,643 ____________ Non-current liabilities Long-term borrowings 35 6,807,315,907 3,645,235,019 3,610,000,000 2,160,000,000 Long-term payable 36 33,285,411 28,790,682 - - Expected liabilities 37 90,466,298 1,211,060 - - Differed tax liability 38 34,300 547,380 34,300 547,380 Other non-current liability 39 7,984,305 ____________ 5,177,320 ____________ ____________- ____________- Total of non-current liabilities 6,939,086,221 ____________ 3,680,961,461 ____________ 3,610,034,300 ____________ 2,160,547,380 ____________ Total of liability 21,157,507,991 ____________ 15,962,418,954 ____________ 10,695,740,564 ____________ 9,714,324,023 ____________ Shareholders’ equity Share capital 40 1,717,300,503 844,867,002 1,717,300,503 844,867,002 Capital reserves 41 8,548,544,784 3,413,857,995 8,928,070,622 3,771,454,441 Surplus reserves 42 670,226,504 612,044,107 619,275,111 561,092,714 Retained profit 43 3,858,062,286 3,026,575,655 2,670,741,774 2,485,046,999 Different of foreign currency 68,612,288 5,575,696 - - translation ____________ ____________ ____________ ____________ Total of shareholders’ equity 14,862,746,365 7,902,920,455 13,935,388,010 7,662,461,156 attributable to the parent company Minor shareholders’ equity 44 1,416,760,639 ____________ 1,241,824,273 ____________ ____________- ____________- Total of shareholders’ equity 16,279,507,004 ____________ 9,144,744,728 ____________ 13,935,388,010 ____________ 7,662,461,156 ____________ Total of owners’ equity and 37,437,014,995 25,107,163,682 24,631,128,574 17,376,785,179 liabilities ____________ ____________ ____________ ____________ ____________ ____________ ____________ The Notes to the Financial Statements are essential parts of the Financial Statements The page 2 to 97 of the financial statement were signed by the followings: Legal Representative: Financial Superior Head of Accounting Dept. Sun Chengming_____________________ Huang Peikun_________________ __Xu Yixia______________ 57 China Merchants Property Development Co., Ltd. Annual Report 2008 Income Statement of the Parent Company and Consolidated For the fiscal year ended December 31, 2008 Consolidated The Company Accumulated this Accumulated last Accumulated this Accumulated last Items Note year year year year RMB Yuan RMB Yuan RMB Yuan RMB Yuan I. Turnover 45 3,573,184,200 4,111,644,668 - 12,013,509 Less: Operation cost 46 2,097,773,113 2,179,150,950 - 10,913,479 Business tax and levies 47 264,980,117 512,845,080 - 606,682 Sales expense 226,715,702 76,214,765 - - Administrative expense 203,223,524 160,771,981 21,892,381 15,764,862 Financial expenses 48 30,913,643 10,604,630 (11,988,550) 15,771,376 Asset impairment loss 49 407,654,635 (4,678,993) - 24,948,651 Plus: Gains from change in fair value 50 145,469,305 (50,589,723) - - Investment income 51 802,815,289 201,064,535 594,263,908 2,493,148,940 Incl. Investment income from affiliates and joint-ventures Investment gains from joint businesses 51 176,812,461 ______________ 143,786,639 ______________ (6,766,935) ______________ (2,764,486) _____________ II. Operation profit 1,290,208,060 1,327,211,067 584,360,077 2,437,157,399 Plus: Non business income 52 24,173,367 129,972,366 - 66,838,104 Less: Non-business expenses 53 12,516,456 2,743,211 113,962 - Incl. Non-current assets Disposal lost 53 2,111,390 ______________ 1,527,513 ______________ ______________- _____________- III. Total of profit 1,301,864,971 1,454,440,222 584,246,115 2,503,995,503 Less: Income tax expenses 54 209,864,866 ______________ 259,309,334 ______________ 2,422,142 ______________ 4,807,626 _____________ IV. Net profit 1,092,000,105 ______________ 1,195,130,888 ______________ 581,823,973 ______________ 2,499,187,877 _____________ Net profit attributable to shareholders of 1,227,615,829 1,157,877,638 the parent company Minor shareholders’ equity (135,615,724) 37,253,250 Incl. Net profit of the consolidated party under common control - 29,473,718 before being consolidated V. Earnings per share (I) Basic earnings per share 56 0.9408 1.0772 (II) Diluted earnings per share 56 0.9408 1.0132 The Notes to the Financial Statements are essential parts of the Financial Statements 58 China Merchants Property Development Co., Ltd. Annual Report 2008 Cash Flow Statement of the Company and Consolidated For the fiscal year ended December 31, 2008 Consolidated The Company Accumulated this Accumulated last Accumulated this Accumulated last Note year year year year RMB Yuan RMB Yuan RMB Yuan RMB Yuan I. Net cash flow from business operation Cash received from sales of products and 6,195,335,331 3,785,454,537 - 12,013,509 providing of services Tax returned 25,520,015 57,829,657 - - Other cash received from business operation 60 887,926,560 _____________ 1,756,268,725 _____________ 943,871,952 ____________ 840,495,790 _____________ Sub-total of cash inflow from business 7,108,781,906 5,599,552,919 943,871,952 852,509,299 activities _____________ _____________ ____________ _____________ Cash paid for purchasing of merchandise and 9,374,818,057 8,213,204,025 624,189,311 564,675,851 services Cash paid to staffs or paid for staffs 515,097,597 384,051,253 15,779,484 12,625,711 Taxes paid 802,008,011 547,320,197 27,209,416 4,958,636 Other cash paid for business activities 60 336,701,916 _____________ 457,569,026 _____________ 4,175,180,346 ____________ 3,166,712,824 _____________ Sub-total of cash outflow from business 11,028,625,581 9,602,144,501 4,842,358,557 3,748,973,022 activities _____________ _____________ ____________ _____________ Cash flow generated by business operation, (3,919,843,675) (4,002,591,582) (3,898,486,605) (2,896,463,723) net _____________ _____________ ____________ _____________ II. Cash flow generated by investing Cash received from investment retrieving 40,702,142 14,966,942 40,702,142 2,657,823 Cash received as investment gains 12,870,616 35,416,464 23,508,529 20,170,690 Disposal of fixed assets, intangible assets and others Net cash retrieved due to long-term 2,772,549 304,267,845 - 283,606,500 assets Cash received from disposal of subsidiaries 681,912,273 - - - and other business units, net _____________ _____________ ____________ _____________ Sub-total of cash inflow due to investment 738,257,580 354,651,251 64,210,671 306,435,013 activities _____________ _____________ ____________ _____________ Cash paid for construction of fixed assets, 83,837,658 1,039,817,130 - - intangible assets and other long-term assets Cash paid as investment 1,013,522,765 628,565,935 928,808,511 529,627,200 Net cash received from subsidiaries and 5,252,240 227,583,787 - - other operational units Other cash paid for investment activities 61 54,886,338 _____________ 19,910,931 _____________ ____________- _____________- Sub-total of cash outflow due to investment 1,157,499,001 1,915,877,783 928,808,511 529,627,200 activities _____________ _____________ ____________ _____________ Net cash flow generated by investment (419,241,421) _____________ (1,561,226,532) _____________ (864,597,840) ____________ (223,192,187) _____________ III. Cash flow generated by financing Cash received as investment 6,444,200,352 3,188,359,229 5,777,220,556 2,293,500,000 Incl. Cash received as investment from 666,979,796 894,859,229 - - minor shareholders Cash received as loans 8,943,642,350 _____________ 8,758,782,055 _____________ 4,795,316,600 ____________ 5,347,159,600 _____________ Subtotal of cash inflow from financing 15,387,842,702 11,947,141,284 10,572,537,156 7,640,659,600 activities _____________ _____________ ____________ _____________ 59 China Merchants Property Development Co., Ltd. Annual Report 2008 Cash Flow Statement of the Company and Consolidated - continues For the fiscal year ended December 31, 2008 Consolidated The Company Accumulated this Accumulated last Accumulated this Accumulated last Note year year year year RMB Yuan RMB Yuan RMB Yuan RMB Yuan Cash to repay debts 6,329,137,678 3,240,580,558 3,025,102,100 2,220,520,803 Cash paid as dividend, profit, or interests 894,253,290 510,825,979 508,865,040 393,643,480 Incl. Dividend and profit paid by subsidiaries 24,025,535 1,992,565 - - to minor shareholders _____________ _____________ ____________ _____________ Subtotal of cash outflow due to financing 7,223,390,968 3,751,406,537 3,533,967,140 2,614,164,283 activities _____________ _____________ ____________ _____________ Net cash flow generated by financing 8,164,451,734 _____________ 8,195,734,747 _____________ 7,038,570,016 ____________ 5,026,495,317 _____________ IV. Influence of exchange rate alternation on (12,294,446) (6,337,460) (889,668) (6,852) cash and cash equivalents _____________ _____________ ____________ _____________ V. Net increase of cash and cash equivalents 3,813,072,192 2,625,579,173 2,274,595,903 1,906,832,555 Plus: Balance of cash and cash equivalents at 59 3,544,984,914 919,405,741 2,454,024,042 547,191,487 the beginning of term _____________ _____________ ____________ _____________ VI. Balance of cash and cash equivalents at 59 7,358,057,106 3,544,984,914 4,728,619,945 2,454,024,042 the end of term _____ _____ ___ _____________ _____________ _____________ _____________ ____________ ____________ _____________ The Notes to the Financial Statements are essential parts of the Financial Statements 60 China Merchants Property Development Co., Ltd. Change in Shareholders’ Equity, the Company and Consolidated For the fiscal year ended December 31, 2008 Consolidated Shareholders’ Different of equity Minor Total of Capital Surplus Attributable foreign Share capital attributable to shareholders’ shareholders’ Share capital reserves reserves profit currency the parent equity equity translation company RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan I. Balance at 844,867,002 3,413,857,995 612,044,107 3,026,575,655 5,575,696 7,902,920,455 1,241,824,273 9,144,744,728 844,867,002 Jan 1 2008 ____________ ____________ ___________ ____________ __________ ____________ ____________ _____________ ___________ II. Changed 872,433,501 5,134,686,789 58,182,397 831,486,631 63,036,592 6,959,825,910 174,936,366 7,134,762,276 872,433,501 this year (I)Net profit - - - 1,227,615,829 1,227,615,829 (135,615,724) 1,092,000,105 - (II) Gains and losses recorded - (23,560,367) - - 63,036,592 39,476,225 19,428,464 58,904,689 - as owners’ equity directly 1. Change in fair value of sellable - (2,144,056) - - - (2,144,056) - (2,144,056) - financial assets, net 2. Influence of change in other owners’ equity - (1,028,971) - - - (1,028,971) - (1,028,971) - of invested enterprises on equity basis 3. Income tax influence related to - 513,081 - - - 513,081 - 513,081 - shareholders’ equity items 4. Others ____________- (20,900,421) ____________ ___________- ____________- 63,036,592 __________ 42,136,171 ____________ 19,428,464 ____________ 61,564,635 _____________ ___________- Total of (I) and - (23,560,367) - 1,227,615,829 63,036,592 1,267,092,054 (116,187,260) 1,150,904,794 - (II) ____________ ____________ ___________ ____________ __________ ____________ ____________ _____________ ___________ (III) Capital inputted or 450,000,000 5,327,220,556 - - - 5,777,220,556 304,382,300 6,081,602,856 450,000,000 reduced by owners 1. Capital inputted by 450,000,000 5,327,220,556 - - - 5,777,220,556 304,382,300 6,081,602,856 450,000,000 owners 2. Amount of - - - - - - - - - shares paid and 61 China Merchants Property Development Co., Ltd. accounted as owners’ equity 3. Others (IV) Profit 253,460,101 - 58,182,397 (396,129,198) - (84,486,700) (13,258,674) (97,745,374) 253,460,101 distribution 1. Providing of surplus - - 58,182,397 (58,182,397) - - - - - reserves 2. Dividend to 253,460,101 - - (337,946,801) (84,486,700) (13,258,674) (97,745,374) 253,460,101 owners 3. Others - - - - - - - - - (V) Internal settlement of 168,973,400 (168,973,400) - - - - - - 168,973,400 shareholders’ equity 1. Capital reserves 168,973,400 (168,973,400) - - - - - - 168,973,400 transferred to share capital 2. Suplus reserves - - - - - - - - - transferred to share capital 3. Making up losses by - - - - - - - - - surplus reserves 4. Others ____________- ____________- ___________- ____________- __________- ____________- ____________- _____________- ___________- III. Balance at 1,717,300,503 8,548,544,784 670,226,504 3,858,062,286 68,612,288 14,862,746,365 1,416,760,639 16,279,507,004 1,717,300,503 Dec 31, 2008 ____________ ____________ ___________ ____________ __________ ____________ ____________ _____________ ___________ 62 China Merchants Property Development Co., Ltd. Change in Shareholders’ Equity, the Company and Consolidated - continues For the fiscal year ended December 31, 2008 Consolidated Shareholders’ Different of equity Minor Total of Surplus Attributable foreign Share capital Capital reserves attributable to shareholders’ shareholders’ Share capital reserves profit currency the parent equity equity translation company RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan I. Balance at 618,822,672 1,491,566,681 706,035,235 1,535,728,546 (13,966,720) 4,338,186,414 - 4,338,186,414 618,822,672 Dec 31 2006 Plus: Change of accounting - (1,264,888,649) (209,778,892) 602,640,262 - (872,027,279) 159,708,895 (712,318,384) - policy Influence of merger of - - - 822,641 - 822,641 51,771,625 52,594,266 - firms under common control ___________ ____________ ___________ ____________ __________ ____________ ____________ ____________ ___________ II. Balance at 618,822,672 226,678,032 496,256,343 2,139,191,449 (13,966,720) 3,466,981,776 211,480,520 3,678,462,296 618,822,672 Jan 1 2007 ___________ ____________ ___________ ____________ __________ ____________ ____________ ____________ ___________ III. Changed 226,044,330 3,187,179,963 115,787,764 887,384,206 19,542,416 4,435,938,679 1,030,343,753 5,466,282,432 226,044,330 by this year (I) Net profit - - - 1,157,877,638 - 1,157,877,638 37,253,250 1,195,130,888 - (II) Gains and losses recorded - (388,322,115) - - 19,542,416 (368,779,699) (125,344,362) (494,124,061) - as owners’ equity directly 1. Change in fair value of sellable - (11,694,664) - - - (11,694,664) (291,262) (11,985,926) - financial assets, net 2. Influence of change in other owners’ equity - 1,028,970 - - - 1,028,970 - 1,028,970 - of invested enterprises on equity basis 3. Income tax influence related to items - - - - - - - - - accounted into shareholders’ equity 4. Others ___________- (377,656,421) ____________ ___________- ____________- 19,542,416 __________ (358,114,005) ____________ (125,053,100) ____________ (483,167,105) ____________ ___________- Total of (I) and - (388,322,115) - 1,157,877,638 19,542,416 789,097,939 (88,091,112) 701,006,827 - (II) 63 ___________ ____________ ___________ ____________ China Merchants __________ ____________ Property Development ____________ Co., Ltd. ____________ ___________ (III) Capital inputted or 226,044,330 3,575,502,078 - - - 3,801,546,408 1,120,372,907 4,921,919,315 226,044,330 reduced by owners 1. Capital inputted by 226,044,330 3,575,502,078 - - - 3,801,546,408 1,120,372,907 4,921,919,315 226,044,330 owners 2. Amount of shares paid and - - - - - - - - - accounted as owners’ equity 3. Others - - - - - - - - - (IV) Profit - - 115,787,764 (270,493,432) - (154,705,668) (1,938,042) (156,643,710) - distribution 1. Providing of surplus - - 115,787,764 (115,787,764) - - - - - reserves 2. Dividend to - - - (154,705,668) - (154,705,668) (1,938,042) (156,643,710) - owners 3. Others - - - - - - - - - (V) Internal settlement of - - - - - - - - - shareholders’ equity 1. Capital reserves - - - - - - - - - transferred to share capital 2. Suplus reserves - - - - - - - - - transferred to share capital 3. Making up losses by - - - - - - - - - surplus reserves 4. Others ___________- ____________- ___________- ____________- __________- ____________- ____________- ____________- ___________- IV. Balance at 844,867,002 3,413,857,995 612,044,107 3,026,575,655 5,575,696 7,902,920,455 1,241,824,273 9,144,744,728 844,867,002 Dec 31, 2007 ___________ ____________ ___________ ____________ __________ ____________ ____________ ____________ ___________ The Notes to the Financial Statements are essential parts of the Financial Statements 64 China Merchants Property Development Co., Ltd. Annual Report 2008 1. Basic Information China Merchants Property Development Co., Ltd. (the Company), originally China Merchants Shekou Shareholding Co., Ltd., is a sino-foreign joint venture established on the base of Shenkou China Merchants Port Service Co., Ltd. by China Merchants Sekou Industrial Zone Co., Ltd. (Shekou Industrial Zone). The Company was incorporated in Shenzhen China in September 1990. On February 23 1993, the Company raised finance by placing 27,000,000 A shares to the local investors, and 50,000,000 B shares to foreign investors. Upon placing of these shares, the Company’s capital shares had increased up to 210,000,000 shares. The A shares and B shares were listed at Shenzhen Stock Exchange in June 1993. In July 1995, part of B shares were listed in Singapore Stock Exchange by mean of SDR (Singapore Depository Receipts, “新加坡托管收据” in Chinese). After several profit distributions and placings carried out during 1994 to 2004, as of December 31, 2004, the total capital shares have increased up to 618,822,672 shares. In June 2004, the Company changed its name to “China Merchants Property Development Co., Ltd.” On January 18, 2006, as approved by the shareholders’ meeting, the A share relocation plan was implemented. Namely holders of current A shares received 2 A shares and RMB3.14 upon each 10 current A shares from the holders of non-current A shares. The total number of capital shares remains unchanged after completion of the relocation plan. As approved by Document [2006]67 issued by China Securities Regulatory Commission, the Company has made full right issue of 15,100,000 convertible corporation bonds to original A shareholders on August 30, 2006, the part of right issue waived by the original A shareholders would be placed offline to institution investors. The bonds are with face value of RMB100 each. The convertible part became negotiable in Shenzhen Stock Exchange since September 11, 2006 with ID of “CM Convertible Bond” and the convertible date was March 1, 2007. On May 25, 2007, CM Convertible Bond was terminated from trading and converting. All of the bonds not converted yet were repurchased by the Company. Till then, there were totally 15,093,841 bonds (with total face value of RMB1,509,384,100) converted into 115,307,691 shares. The remained 6,159 convertible bonds (with face value of RMB615,900) were repurchased by the Company. Thus the capital shares of the Company had increased up to 734,130,363 shares. As approved by document Zheng-Jian-Fa-Xing-Zi [2007]299 issued by China Securities Regulatory Commission, the company has placed 110,736,639 shares privately to China Merchants Shekou Industrial Zone Co., Ltd. on September 19, 2007. The Company’s capital shares has increased up to 844,867,002 shares since then. On March 17, 2008, the plan for profit distribution and capitalizing of common reserves for year 2007 was passed by the Shareholders’ General Meeting 2007, which was, basing on the total capital share of 844,867,002 at December 31, 2007, 3 bonus shares were to distributed to each 10 shares, meanwhile 2 new shares were to converted to each 10 shares from the common reserves basing on the same. Since then, the total capital shares of the Company would be increased to 1,267,300,503 shares. Under “Approval for issuing of new shares by China Merchants Property Development Co., Ltd.” (Zheng-Jian-Xu-Ke[2008]989) issued by China Securities Regulatory Commission, the Company issued 450,000,000 shares to existing A-share holders on November 26, 2008, among which 279,349,288 shares were subscribed by China Merchants Shekou Industrial Zone Co., Ltd. – one of the shareholders of the Company. The total capital shares of the Company has increased up to 1,717,300,503 shares since then. 65 - - China Merchants Property Development Co., Ltd. Annual Report 2008 1. Basic Information – Continues The Company has its headquarter located in Shenzhen Guangdong. The Company and its subsidiaries (referred to as “the Group”) are mainly engaged in property development, public utilities (water and power supply), and property management. China Merchants Shekou Industrial Zone Co., Ltd. is the parent company of the Company, and China Merchants Group Ltd. is the ultimate holding shareholder. 2. Statement of compliance to the Enterprise Accounting Standard The financial statements prepared by the Company comply with the requirement of New Accounting Standards, and are truly and completely reflecting the financial situations as of December 31, 2008 of both the company and consolidated, as well as the operation results and cash flow for year 2008 of the Company and consolidated. 3. Significant accounting policies and accounting estimates. The following significant accounting policies and accounting estimates are based on the New Accounting Standards. Fiscal Year The fiscal year of the Group is the solar calendar year, that is from January 1 to December 31. Standard currency for bookkeeping RMB is the primary currency in main economic environments, the accounting currency of the Group is RMB. Thus the Company and its subsidiaries adopt RMB as the standard currency for bookkeeping. The business of the subsidiaries of the Group in Hong Kong, Singapore shall be accounted according to the local currency, in addition, the offshore businesses are relatively independent to the domestic business of the Group. All the offshore subsidiaries of the Group shall take the local currency (HK dollar in Hong Kong, Singapore dollar in Singapore) as accounting standard currency. Standard currency used in this financial statement is RMB. Basis of Presentation and Principle of Pricing The accounting basis of the Group is the accrual system. Except that some financial tools are accounted according to fair value, the financial statements take the historical cost as the accounting basis. If assets impair, account the corresponding provisions for impairment in accordance with the relevant provisions. 66 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Significant accounting policies and accounting estimates - continues Recognition of cash equivalents Cash equivalent refers to the investment held by the Company with short term, strong liquidity and low risk of value fluctuation that is easy to be converted into cash of known amount. Translation of foreign currency Foreign currency transactions at initial confirmation shall be translated with the approximate exchange rate on the exchange date, the exchange rates which are approximate to the exchange rate on the exchange date shall be determined according to the spot exchange rate of the current month of the transaction. At the balance sheet day, foreign currencies are translated to Renminbi at the instant exchange rate of that day, the exchange difference caused by difference of the instant rate at that day and the rate adopted in initial recognition, or the exchange rate adopted in previous balance sheet, are accounted into current gain/loss account, except for: (1) The exchange difference of special foreign currency borrowing satisfying the conditions of capitalization, which is capitalized and accounted into cost of related asset; (2) Exchange difference of hedge instruments for purpose of avoiding exchange risks is treated by the way of accounting on hedge instruments; (3) Exchange differences caused by sellable non-monetary items (shares for instance), and exchange differences caused by fluctuation of other book balance other than retained cost of sellable monetary items, are accounted into capital reserves. Non-monetary items in foreign currency and measured with historical costs are still measured at standard currency with exchange rate of the day when the transaction is happened. Non-monetary foreign currency items in fair value are translated at the rate when the fair value is determined. Differences between the standard currency and original currency is handled as fair value fluctuation and accounted under current gain/loss account or shareholders’ equity. When preparing of consolidated financial statements is involving in overseas business operation, if it is a foreign currency item practically formed net investment in overseas business, the difference caused by exchange rate fluctuation will be accounted under “difference of foreign currency translation” of shareholders’ equity. When the overseas business is disposed of, it will be accounted into current gain/loss. Recognition of financial instrument fair values Fair value is the amount in a fair trade decided mutually by the both parties doing the trade or debt clearance voluntarily and who are familiar with the situation. When there is an active market for the financial instrument, the value quoted at the active market is adopted by the Company as the fair value. Value quoted at the active market refers to the amount can be easily obtained from the exchange, brokers, industrial associations, or pricing institutions, and is representing the price practically used in market transactions. When there isn’t any active market, fair value will be recognized by evaluation techniques. Evaluation techniques include referencing to the prices adopted in latest voluntary transaction between parties with full understanding of the situation, referencing to the current fair value of other substantially similar financial instruments, discounted cash flow analysis, and future option pricing model. 67 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Significant accounting policies and accounting estimates - continues Recognition and measuring of financial assets Transactions of financial assets in common ways are recognized and terminated according to the accounting of the trading day. At initial recognition, financial assets are divided into financial assets measured at fair value that accounted into current gain/loss account by its variations, investment in possession till expiration, loans and receivables, and disposable financial assets. Fair values are adopted in initial recognitions of financial assets. For those financial assets measured by fair value and with variations accounted into current gain/loss account, the relative transaction expenses are accounted into current gain/loss account directly, while the transaction expenses of other categories are accounted into initial recognition amounts. - financial assets measured by fair value and with variations accounted into current gain/loss account Including transactional financial assets and financial assets measured by fair value and with variations accounted into current gain/loss account Transactional financial assets are those satisfying one of the followings: (1) The purpose of acquiring the assets is to sell or repurchase them in a recent time; (2) It is part of the distinguishable financial instrument portfolio under collective management, and there is practical evidence showing that the Company is managing this portfolio by way of short term gain; (3) Belongs to derivative financial instrument, however except for those be recognized as effective hedging instruments, derivative instruments belongs to financial guarantee contract, connected to option instruments without quotation in active market and cannot be reliably measured for their fair value and can only be settled by delivery of this option instrument. Financial assets satisfying one of the following conditions can be recognized as financial assets measured by fair value and with variations accounted into current gain/loss account: (1) This recognition may eliminate or obviously reduce the divorce of gain or loss caused by adopting of different measuring basis of the particular financial asset; (2) It has been stipulated by the official document regarding risk management or investment strategies, that the portfolio of financial assets or portfolio of financial assets and liabilities should be managed, evaluated and reported to key managements on basis of fair value. Fair value basis is adopted in successive measurement of financial assets measured by fair value and with variations accounted into current gain/loss account. Gains or losses caused by variation of fair value and the dividend or interest related to the financial assets is accounted into current gain/loss account as well. - investment in possession till expiration Refers to those non-derivate financial assets which has fixed expiration date, retrievable amount, and the Company has definite intention and ability to hold under its possession. Accounting of investment hold till expiration is on actual interest rate basis, and successive measurement will upon retained cost after amortization, where the gains and losses occurred at termination recognition, impairment, or amortization, are accounted into current gain/loss account. Actual interest rate basis refers to the method of calculating the amortized costs and every due interests at actual interest rate of financial assets or liabilities (including a group of financial assets or liabilities). Actual interest rate refers to the interest rates used in discounting of future cash flow of particular financial asset or liability during its existing period or applicable shorter time to the current book value. At calculating of the actual interest rate, the Company predicts future cash flow with considering the financial assets or liabilities on the basis of all contract clauses (without considering future credit loss), as well as the costs, expenses, discounts or premiums paid between the parties of above contracts regarding the financial assets or liabilities of which can be regarded as part of the actual interest rates. 68 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Significant accounting policies and accounting estimates - continues - Loans and receivables They are referring to those non-derivate financial assets without quotation in the active market, but with fixed retrievable amount. Financial assets categorized under loans and receivables include notes receivable, account receivable, interest receivable, dividend receivable and other receivable. Accounting of loan and receivable is on actual interest rate basis, and successive measurement will upon retained cost after amortization, where the gains and losses occurred at termination recognition, impairment, or amortization, are accounted into current gain/loss account. - Disposable financial asset Includes those non-derivate financial assets recognized as disposable at initial recognition, and financial assets other than those accounted at fair value and variations accounted into current gain/loss, loans and receivable, and investment in possession till due. Successive measurement of disposable financial assets is on fair value basis, gains or losses from variation of fair values, except for impairment loss and exchange difference of foreign currency financial assets related to retained costs, are accounted directly into shareholders’ equity, and transferred over to current gain/loss at termination of such financial assets. Interests obtained during the period of holding the disposable financial assets and cash dividend announced by the debtor are accounted into investment gains. Financial asset impairment Except for financial assets accounted at fair value and variation accounted into current gain/loss account, the Company undertake inspection on the book value of other financial assets at each balance sheet day, whenever practical evidence showing that impairment occurred with them, impairment provisions are provided. Practical evidences on impairment of financial assets are the followings: The issuer or the debtor is in serious financial difficulty; The debtor has broken the conditions of contract, for instance default or overdue of payment for interest or principal; With consideration of economic or legal factors, the Company decided to give way to the debtor who is in financial difficulty; There is great possibility that the debtor will under receivership or bankruptcy; Financial asset is not able to be traded in the active market because the issuer is in significant financial difficulty; It is hard to tell whether the cash flow of a particular asset in a portfolio has been declining, whereas upon overall evaluation, the Company discovered that the predicted cash flow of the portfolio has practically decreased since the initial recognition, and the decrease is quantifiable, including: - The debtor of the portfolio is becoming worse in ability of making payments; - Particular situation happened with the country or area where the debtor is located, which may cause obstructions for payment of the financial asset; Major negative change occurred with the technical, market, economical, or legal environment of the debtors business territory, which may cause obstructions for the investor to retrieve the investment; The fair value of right investment instrument is significantly decreasing or non-contemporarily decreasing; Other practical evidence showing that impairment has happened with the financial asset. 69 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Significant accounting policies and accounting estimates - continues Financial asset impairment - continues The Company performs impairment test separately on individual financial assets with major amounts; for financial assets without major amounts, the Company performs impairment test separately or inclusively in a group of financial assets with similar characteristics of risks. Those financial assets (individual financial assets with or without major amounts) tested separately with no impairment found shall be tested again along with the group of financial assets with similar risk characteristics. Financial assets confirmed for impairment shall not be tested along with the group of financial assets with similar risk characteristics. - Impairment of investment in possession till expiration, loans, an receivables Financial assets measured at cost or retained cost after amortization are written down to the current value of prediced future cash flow, the reduced amount is recognized as impairment loss and accounted into current gain/loss account. Upon recognized for impairment losses, if practical evidence showing that a particular financial asset has recovered in value, and practically related to the issues occurred after recognition of the loss, the recognized impairment loss is restored, the book value of the particular financial asset after the restoring of impairment loss shall not greater than the amortized cost at the day of restoring as if no impairment loss has ever been provided. - Impairment of sellable financial assets When impairment occurred with a sellable financial asset, the accumulated losses caused by decreasing of fair value which have originally been written into capital reserves shall be carried over to current gain/loss account, the accumulated loss carried over is the balance of initial cost after deducting of retrieved principal, amortized amount, current fair value, and impairment originally accounted into gain/loss account. If practical evidence showing that the value of a particular financial asset has recovered in value after a impairment loss has been recognized and practically related to the issues occurred after recognition of the loss, the impairment loss recognized shall be restored. Impairment loss of sellable right investment instrument will be restored to equity, and the same of sellable liability instrument will be restored to current gain/loss account. Impairment losses of right investment instrument without quotation in an active market and can’t be reliably measured for its fair value, or derivative financial assets which must be settled by delivering of such right investment instrument shall not be restored. Termination of recognition of financial assets Recognition will be terminated when a financial asset satisfies one of the following conditions: (1) The rights setout by the contract by which the the cash flow of the financial asset is collected have been terminated; (2) The financial asset has been transferred to other parties along with almost all of the risks and rewards attached to the financial asset; (3) The financial asset has been transferred to other parties, although neither transferred nor reserved the most risks and rewards attached to the financial asset, the Company gave away its controlling power over it. 70 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Significant accounting policies and accounting estimates - continues Inventories The inventories shall measured according the initial cost. Inventories are divided into real estate development products, raw materials, finished products and stocks, low-value and consumable products and others. The real estate development products are the real estate development products under construction, development products which have been completed, the lands to be developed, etc. The actual costs of real estate development products include the land transfer amount, infrastructure expenses, and expenditures on construction and installation works, the borrowing costs before the completion of the development projects and other related costs. When the inventories are sent out, determine the actual cost by the individual valuation method. The actual costs of inventories include the purchase price, transportation cost, and insurance premium, taxes and other related costs for the expenses of making inventories reach the current site and state. When send out the inventories, determine its actual costs according to the method of weighted average. Low-value consumables are amortized on one-off basis. Inventory system is the perpetual inventory system. Inventory impairment provision On the balance sheet date, inventories are accounted depending on which is lower between the cost and the net realisable value. When its net realisable value is lower than the cost, provisions for impairment of inventories shall be drawn. Provisions for impairment of inventories shall be accounted according to the difference between the cost of individual inventory items and the net realisable value. After providing of inventory impairment provision, if the impacting factors that caused impairment of inventory were eliminated, and the realizable value of the inventory becomes higher than the book value, the inventory impairment provision formerly provided shall be restored into current income account. Realizable net value is, in daily transaction, the amount of predicted sales price less predicted cost at completion of construction, less predicted sales expense and tax. Recognition of realizable net value of inventory shall base on confirmed evidence obtained, with reference to the purpose to hold the inventory, and influence of post balance sheet issues. Investment real estate Investment real estate is defined as the real estate with the purpose to earn rent or capital appreciation or both, including the rented land use rights and the land use rights which are held and prepared for transfer after appreciation, the rented buildings. Furthermore, as for the idle estates hold by the Company and ready for rent, if the Board has made written resolutions to use them for rent and shall remain unchanged, they will be reported under investment real estate. Investmental real estate is measured according to the initial cost. The follow-up expenses that are related to investmental real estate, if the economic interests related to the assets are is likely to inflow cost and its costs can be reliably measured, shall be included in the cost of investmental real estate. The other follow-up expense shall be included in the current loss. The Group adoptes the cost model to have follow-up measurements of the investmental real estate, and to conduct depreciation or amortization according to the policies that are in consistant with the land use rights. Real estates for self use or inventories converted into investmental real estate or investmental real estate converted into real estate for self use, the book value before the conversion shall be taken as the recorded value after the conversion. The difference of the income from the sale, transfer, dispose of the investmental real estate deducting the book value and relevant taxes shall be included in the gains and losses in the current period. 71 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Significant accounting policies and accounting estimates - continues Long-term share equity investment For the long-term equity investment formed by corporate merger, if it is the long-term equity investment obtained from the corporate merger under the same control, the share of book value of owner's equity on the merger date shall be taken as the initial investment cost. The long-term equity investment obtained through the corporate merger under different control shall be taken as the initial investment cost of long-term equity investment. The other long-term investment besides the long-term equity investment formed by corporate merger shall conduct initial measurement according to its cost. For the long-term equity investments that have no joint control or significant influence and have no price in active market and the fair value can not be reliably measured, shall adopt the the cost accounting method; for the long-term equity investments that have joint control or significant influence, shall adopt the method of equity to account. For those without controlling, joint control or significant influence, and can be measured reliably for their fair values, they are accounted as sellable financial assets. In addition, in the financial statements of the Company, for long-term equity investment which can control the unit invested, shall adopt the method of cost to account. Controlling power means the power over the firm’s financial and operational decision-making, and can obtain profit from the operation of such firm. Mutual control means the controlling power on particular activity hold together with others against particular contract, and shall only take effect when all of the investment parties has collective affirmative opinions on the major financial or operational issues. Major influence means the power to participate in decision-making but cannot control or collectively control the same. - Long-term equity investment on cost basis When cost basis is adopted, long-term equity investments are measured at initial cost. When the investment gains of current term are only the share of accumulative profit of the receiver of the investment since the investment was made, the balances of profit or cash dividend announced by the receiver over the above amount are treated as retrieving of initial investment cost and will be deducted from the book value of the investment. - Long-term equity investment on equity basis When equity basis is adopted, if the initial cost of the long-term equity investment is greater than the share of fair value of the receiver’s recognizable net asset, the initial investment cost of the long-term equity investment will not be adjusted; if the initial cost of the long-term equity investment is less than the share of fair value of the receiver’s recognizable net asset, the balance shall be counted into current income account, and the cost of long-term equity investment shall be adjusted. When equity basis is adopted, investment gain/loss of the current term is the share of net gains or losses of the investment receiver of the current year. Recognition of the share of net gains or losses of the investment receiver shall be on the basis of fair value of recognizable asset of the receiver when the investment was made, and recognized after adjustment on the net profit of the receiver in accordance with the Company’s accounting policies and accounting period. For the gain/loss due to unrealised internal trade between the Company and co-operations, the share of the Company in this gain/loss shall be offset, and investment gains shall be recognized upon them. But the losses from unrealised trade between the Company and investment receivers which are regarded as losses from asset transferring according to “Enterprise Accounting Standard No.8 – Asset impairment”, shall not be offsetted. Change of equities of the investment receiver other than net gains or losses shall be counted into shareholders’ equity, and the book value of long-term equity investment shall be adjusted correspondingly and written into shareholders’ equity. 72 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Significant accounting policies and accounting estimates - continues Long-term share equity investment - continues - Long-term equity investment on equity basis - continues Recognition of the share of net loss by the investment receiver shall be limited to when the book value of long-term equity investment and other long-term equity forms substantial net investment has been reduced to zero. Beside, if the Company is responsible for other losses of the investment receiver, predicted liability shall be recognized upon the prediction of responsibilities and recorded into current investment loss account. If the receiver realized net profit in the period thereafter, the share of gains is recovered after making up of share of losses which has not been recognized. - Acquisition of minority share equity At preparing of consolidated financial statements, the difference between the newly added long-term equity investment due to purchasing of minority share equity and share of net asset calculated upon the new share portion from the date of acquisition (or date of consolidation) in continuous way, shall be adjusted in capital reserves, and when the capital reserves is not enough to be offset, the balance will be adjusted from the retained gains. - Disposal of long-term equity investment At disposal of long-term equity investment, the difference between the book value and practical price shall be accounted into current gain/loss account. At treating of long-term equity investment accounted on equity basis, the part originally written into shareholders’ equity shall be transferred over to current gain/loss account at appropriate portion. Fixed asset and depreciation Fixed assets is defined as the tangible assets which are held for the purpose of producing goods, providing services, lease or for operation & management, and have more than one year of service life. Initial measurement shall be conducted on fixed assets according to the actual cost when obtain them and also considering the expected costs for disposal. From the next month since reaching the intended use state, depreciations on fixed assets shall be accounted by using the method of average life length. The service life of fixed assets, expected net residual value and the year depreciation rate are as follows: Categories Useful life Predicted retained value rate Annual depreciation ratio Houses & buildings 10-50 yrs 5%-10% 1.8%-9.5% Equipment & machinery 10-20 yrs 5%-10% 4.5%-9.5% Transportation facilities 5-10 yrs 5% 9.5%-19% Electronics, furniture, appliances 5-10 yrs 5% 9.5%-19% Estimated salvage value refers to the amount of value retrieved after deducting of predicted disposal expense when the expected using life of a fixed asset has expired and in the expected state of termination. Successive expenses related to the fixed asset are counted into fixed asset cost if the financial benefit related to the fixed asset is possible to inflow and the cost can be reliably measured. Recognition of the replacing part for book value shall be terminated. Successive expenses other than the above are counted into current income account as soon as they occurred. 73 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Significant accounting policies and accounting estimates - continues Fixed asset and depreciation - continues The Company revises, at least once at the end of year, the useful life, estimated salvage value, and depreciation policies of the fixed assets. If any change happened, it will be treated as changing of accounting estimations. Income from treatment of fixed asset disposing, transferring, discarding or damage, the balance after deducting of book value and relative taxes is recorded into current income account. Construction in process Cost of construction in process is determined at practical construction expenditures, including all expenses during the construction, capitalized loan expenses before the construction reaches useful status, and other relative expenses. It is transferred to fixed asset as soon as the construction reaches the useful status. Intangible assets Intangible assets are those recognizable non-monetary assets without physical shape under the Company’s possess or control. Intangible assets are measured by their costs. Those costs related to intangible assets, if the financial benefits are likely to inflow to the Company and can be reliably measured, then counted into intangible asset costs. Other expenditures related to intangible items are counted into current income account when occurred. Land using rights purchased or by way of land using right payment for the Company’s own use are accounted as intangible assets; land using rights purchased or by way of land using right payment for developing of merchandise properties are accounted into property developing costs. For those houses or buildings purchased from outside, the related payments are allocated between land using rights and buildings. Those which can hardly be allocated are treated as fixed assets collectively. Those intangible assets with limited useful life are evenly amortized on straight basis from the date when they become useable to the end of expected useful life. At end of report term, revising will be performed on the useful life of intangible assets with limited useful life and the methods of amortizing. If any change happened, it will be treated as changing of accounting estimations. Long-term amortizable expenses Long-term amortizable expenses are those already occurred and amortizable to the current term and successive terms for over one year. Long-term amortizable expenses are evenly amortized to the benefit period. 74 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Significant accounting policies and accounting estimates - continues Impairment of non-financial assets At each balance sheet date, the Company verify on the long-term equity investment in subsidiaries, joint-ventures and partnerships, investment properties, fixed assets, constructions in process, and intangible assets with fixed useful life to find out whether there is sign of impairment. If evidence shows that impairment has happened, then the retrievable value will be estimated. Estimation of retrievable value is on basis of single asset. If it is hard to estimate the retrievable value of a particular asset, then the retrievable value shall be estimated upon the asset group in which the target asset is included. If the retrievable value of an asset is lower than its book value, impairment provision shall be provided at the balance of the two, and shall be counted into current income account. Goodwill and intangible assets formed by merger of enterprises, whether or not there is impairment evidence, shall be verified annually for impairment. Verifying of goodwill is performed along with the asset group or combination of asset groups to which the goodwill is related. I.e. the book value of goodwill shall be reasonably amortized to the related asset group since the day acquired. Those can hardly be amortized to the related asset group shall be amortized to the combination of asset groups. Impairment loss is recognized when the retrievable value of the asset group or combination of asset groups including the goodwill is lower than its book value. Impairment losses shall be firstly amortized to the book value of goodwill of the asset group or combination of asset groups, then amortized to other assets in the group or combination of groups at their relative portions. Retrievable value is the higher one of the net amount of fair value less disposal expenses and the current value of expected future cash flow the asset may cause. Fair value is determined according to a fair trade contract; for those without trade contract but has an active market, the fair value is determined at the price offered by the buyer; for those without trade contract and active market, the fair value can be determined according to the best information obtained. Disposal expenses include those legal expenses, taxes, truckage, and other direct expenses occurred in purpose of make the asset usable. Once impairment losses are confirmed upon the above assets, they won’t be restored in successive accounting periods. Financial liabilities At initial recognition, financial liabilities are classified into financial liabilities measured by fair value with changes counted into current income account and other financial liabilities. Initial recognition of financial liabilities is on fair value basis. For financial liabilities measured by fair value with changes accounted into current income account, the related transaction expenses are accounted into current income account directly, as for other financial liabilities, the related transaction expenses are accounted into initially recognized amount. - Financial liabilities measured by fair value with changes counted into current income account Includes transactional financial liabilities and those being assigned to financial liabilities measured by fair value with changes counted into current income account. Recognition conditions of transactional financial liabilities and those being assigned to financial liabilities measured by fair value with changes counted into current income account are similar with those conditions of transactional financial assets and those being assigned to financial assets measured by fair value with changes counted into current income account. Successive measurements of financial liabilities measured by fair value with changes counted into current income account are on fair value basis. Gains or losses due to change of fair value and dividend or interest payment related to the financial asset are counted into current income account. 75 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Significant accounting policies and accounting estimates - continues Financial liabilities - continues - Other financial liabilities Derivative financial liabilities bonded to those equity instruments without quotation in an active market and cannot be reliably measured for fair value, and can only be settled by giving of the equity instrument, are measured on cost basis in successive measurement. Accounting of other financial liabilities is on practical interest basis; successive measurements are on amortized balance of cost; gains or losses due to termination recognition or amortizing are accounted into current income account. - Financial guarantee contracts Financial guarantee contracts that cannot be classified to financial liabilities assigned to be calculated by fair value with changes accounted into current income account, are initially recognized at fair value. Successive measurement will be on the greater one between the amount recognized according to “Enterprise Accounting Standard No.13 – Contingent Issues” and the balance of initially recognized amount less accumulative amortization decided according to “Enterprise Accounting Standard No. 14 – Income”. Derivative financial instruments Derivative instruments are initially measured on fair value basis at the day when the contracts are signed, and successive measurements are on fair value as well. Change of fair value of derivative instruments are accounted into current income account. Embedded derivative instruments For combined instruments with embedded derivative instruments, in case they are not assigned as financial assets or liabilities on fair value basis and changes accounted into current income account, there is no close relationship between the embedded derivative instruments and the main contract regarding financial and risk characteristics, and with same conditions, and the individual instrument is satisfying the definition of derivative instrument, the embedded derivative instrument shall be separated from the combined instrument and treated as if it is an individual derivative instrument. In case individual measurement is not able to be carried out on the embedded instrument at acquisition day or successive period, then the combined instrument is assigned to financial asset or liability accounted on fair value basis with changes accounted into current income account. Employees’ remunerations In the accounting period when the employees served the Company, the remunerations payable to the employees are recognized as liabilities. According to the regulations, the Company has participated in the social security system setup by the government, including endowment insurance, medical insurance, housing reserves, and other social security policies. Corresponding expenses are accounted into relative asset cost or current income account. 76 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Significant accounting policies and accounting estimates - continues Expected liabilities Responsibilities connected to contingent issues and satisfied all of the following conditions are recognized as predictive liabilities: (1) The responsibility is a current responsibility undertaken by the Company; (2) Fulfilling of the responsibility may lead to financial benefit outflow; (3) The responsibility can be measured reliably for its value. At balance sheet day, with reference to the risks, uncertainty and periodic value of currency that connected to the contingent issues, the predicted liabilities are measured according to the best estimation on the payment to fulfil the current responsibility. If the expenses for clearing of predictive liability is fully or partially compensated by a third party, and the compensated amount can be definitely received, it is recognized separated as asset. Though the compensated amount shall not greater than the book value of the predictive liability. Convertible bond Convertible bonds containing liabilities and converting options issued by the Company are split and recognized separately at initial recognition. Where converting options settled by fixed amount of cash or exchanging of other financial assets for fixed amount of self equity instrument, are accounted as equity. At initial recognition, the fair value of the liability part is determined with reference to the current market price of similar bonds without converting option. Balance of the whole issuing price of the convertible bonds less the fair value of the liability part is recognized as the price of converting option by which the holders may convert the bonds into equity instruments, and shall be accounted under “Capital reserves – other capital reserves (share converting option)”. After initial recognition, the liability part of convertible bonds is measured on practical interest basis and basing on the amortized cost. When the holders are exercising the converting options for the equity part of the bonds which have been accounted under “Capital reserves – other capital reserves (share converting option)”, the equity part share be transferred over to “Capital reserves – share capital premium”. No gains or losses will be recognized at conversion of convertible bonds or expiration of the converting option. Trading expenses caused by issuing of convertible bonds are split between liability part and equity part according to their corresponding fair values. Trading expenses related to equity part are accounted into equity directly, where the expenses related to liability part are accounted into the book value of the liability part and amortized to the existing period on practical interest basis. Neutralizing of financial assets and financial liabilities The Company is legally empowered to neutralize the recognized financial assets and financial liabilities. The power is currently executable. At the meantime, if the Company is about to liquidate by net amount or cash in the financial assets and discharge the financial liabilities simultaneously, the neutralized amounts of financial assets and liabilities are demonstrated in the Balance Sheet. Except for the above, financial assets and liabilities are demonstrated separately and shall not be neutralized by each other. 77 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Significant accounting policies and accounting estimates - continues Equity instrument Equity instruments are those contracts that witness the Company’s possession of retained equities of the assets after deducting of all liabilities. The considerations received at issuing of equity instrument shall be added to the owners’ equity after deducting of trading expenses. Whereas the considerations paid to repurchase its own equity instruments and trade expenses are used to reduce owners’ equity. None of gain or loss is recognized at issuing, repurchasing, disposing or cancelling of equity instruments. All distributions carried out by the Company to holders of equity instruments (excludes share dividend) are used to reduce the owners’ equity. The Company doesn’t recognize change of fair value of equity instruments. Repairing fund Accounting method of repairing fund: For those property projects located in Shenzhen, the Company adopts “Shenzhen Property Public Utility Special Fund Administration Rules”. As of those property projects located outside Shenzhen, the Company adopts the local regulations. Recognition of revenue -- Goods sales income When the Group transfers the main risks and rewards of the goods to buyers, and has no reservation of continual management right related to the ownership, and has no effective control on the goods sold out, and the income amount can be reliably measured, and relevant economic interests are likely to flow into the company, and the relevant cost happened or will happen can be reliably measured, the sales income of the goods shall be confirmed. For the sales income from real estate development shall be recognized when the project is completed and has received a qualified acceptance and the procedures for the transfer have completed. The sales income from power supply and water supply shall be recognized when the electricity and water have been provided and have received the right to collect the money. -- Rental income from rental development products. For the rent agreed in contract or agreement within the lease term shall be recognized as the operating income according to the straight-line method. -- Interest income. Shall be determined and calculated according to the time of monetary capital and the actual rate. -- Property management income. When the property management services have been provided and the income from property management will flow into the company and the relevant income and cost can be reliably measured, the property management income shall be recognized. 78 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Significant accounting policies and accounting estimates - continues Government subsidy Government subsidies are those monetary and/or non-monetary assets obtained from the government by free, but not include those capital input by the government by way of ownership. Government subsidies are classified to asset-related government subsidies and income-related government subsidies. Monetary government subsidies are measured at the amount received or receivable. Non-monetary government subsidies are measured at fair value. If no fair value is available, nominal amount will be adopted. Government subsidies measured at nominal amount are accounted into current income account directly. Asset-related government subsidies are recognized as differed income and accounted into current income evenly upon their useful life. Those income-related government subsidies used to neutralize relative expenses and losses of successive periods are recognized as differed income and accounted into current income at the period when the expenses are recognized; those used to neutralize relative expenses and losses which have already occurred are accounted into current income directly. When a recognized government subsidy needs to be returned, if there is balance of relative deferred income, the booked balance of relative deferred income shall be neutralized, the exceeding part shall be accounted into current income account; if there is no relative deferred income, it will be accounted into current income account. Borrowing expenses Borrowing expenses include borrowing interests, amortizing of discount or premium, auxiliary expenses, and exchange balances due to borrowings in foreign currencies. Borrowing expenses that can be attributed for purchasing or construction of assets that are complying with capitalizing conditions start to be capitalized when the payment of asset and borrowing expenses have already occurred, and the purchasing or production activities in purpose of make the asset usable have started; Capitalizing will be terminated as soon as the asset that complying with capitalizing conditions has reached its usable or saleable status. The other borrowing expenses are recognized as expenses when occurred. Interest expenses practically occurred at the current term of a special borrowing are capitalized after deducting of the bank saving interest of unused borrowed fund or provisional investment gains; Capitalization amounts of common borrowings are decided by the weighted average of exceeding part of accumulated asset expenses over the special borrowing assets multiply the capitalizing rate of common borrowings adopted. Capitalization rates are decided by the weighted average of common borrowings. In the capitalization period, all of the exchange differences of special borrowings in foreign currencies are capitalized; exchange differences of common borrowings in foreign currencies are accounted into current income account. Assets satisfying the conditions of capitalization are those fixed assets, investment assets or inventories which need a long period of time to purchase, construct, or manufacturing before becoming usable. If purchasing, construction, or manufacturing process of an asset satisfying the conditions of capitalization is suspended abnormally for over 3 months, capitalizing of borrowing expenses shall be suspended until the purchasing, construction, or manufacturing process is resumed. 79 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Significant accounting policies and accounting estimates - continues Income tax - Income tax of the current term At the balance sheet date, the income tax liabilities (or assets) formed at current term or previous terms are measured by the predicted income tax payable according to the tax law. The taxable amount of income used in calculating of income tax expenses of current term is the result of adjusted accounting profit before tax of the current year according to the relative tax laws. - Deferred income tax asset and deferred income tax liabilities The differences between the book values and taxable basis of certain assets and liability items, and provisional differences occurred between the book value and taxable basis which are not recognized as assets and liabilities, but may be recognized for taxable basis according to the law, are recognized as deferred income tax asset and deferred income tax liabilities on liability basis of the balance sheet. Those taxable provisional differences, which are related to initial recognition of goodwill, and neither enterprise merger, nor initial recognition of assets or liabilities generated by trades make no influence on the accounting profit and taxable income (or deductible losses), are not recognized as relative differed income tax liabilities. Meanwhile, those taxable provisional differences related to investments in subsidiaries, joint businesses, and cooperative businesses, if the Company is able to control the writing back time of the provisional differences, and these provisional differences may neither be written back in an expectable future, are not recognized as relative differed income tax liabilities. Beside the above exemptions, all of the other taxable provisional differences are recognized as differed income tax liabilities. Those deductible provisional differences, which are neither enterprise merger, nor initial recognition of assets or liabilities generated by trades make no influence on the accounting profit and taxable income (or deductible losses), are not recognized as relative differed income tax assets. Meanwhile, those deductible provisional differences related to investments in subsidiaries, joint businesses, and cooperative businesses, if these provisional differences may neither be written back in an expectable future, or may not possibly obtain taxable income used to deduct the provisional difference, are not recognized as relative differed income tax assets. Beside the above exemptions, to the extend of the amount of taxable income used to deduct the provisional difference which can possibly be obtained, all of the other taxable provisional differences are recognized as differed income tax assets. Those tax deductions which can be used to deduct losses and can be carried on to future years, to the extend of the amount of taxable income used to deduct the deductible losses and deductible tax which can possibly be obtained, are recognized as corresponding differed income tax assets. At the balance sheet day, those differed income tax assets and income tax liabilities, according to the tax law, calculation will be on tax rate applicable to retrieving period of assets or clearing of liabilities. At the balance sheet day, verification will be performed on the book value of differed income tax assets. If it is not possible to obtain enough taxable income to neutralize the benefit of differed income tax assets, then the book value of the differed income tax assets shall be reduced. Whenever obtaining of taxable income became possible, the reduced amount shall be restored. 80 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Significant accounting policies and accounting estimates - continues Income tax - continues - Income tax expenditures Income tax expenditures include current income tax and differed income tax. Those current income taxes and differed income taxes related to trades which are directly accounted into shareholders’ equity are accounted into shareholders’ equity. Differed income tax generated by merger of businesses are adjusted in the book value of goodwill. All current income taxes and differed income taxes expenditures or incomes are accounted into current gain/loss account. Merger of companies Merger of companies refers to those trade or event that merges over two individual companies into one report subject. Merger of companies is divided into merger of enterprises under common control and merger of enterprises under different control. Assets and liabilities acquired from merger of enterprises are recognized at consolidation day or purchasing day. Consolidation day or purchasing day is the date when the controlling power over the target enterprise are practically obtained, namely the date when the net asset or controlling power of business operation decision-making is transferred to the Company. - Merger of companies under common control Both before and after the merger, the enterprises are under common control of sole party or several parties, and the controlling power is by no means temporary, it is regarded as merger of enterprises under common control. The party which obtained the controlling power over other parties participated in the merger at the merger day is referred to as the merging party, where the other parties are referred to as the merged party. Assets and liabilities obtained by the merging party are calculated at their book value with the merged parties at the merger day. The differences between the book value of net assets and the book value of consideration price (or the total of face value of share issued) are adjusted to the share capital premium under the capital reserves. If the share capital premium is not enough to neutralize the difference, it will be adjusted to the retained gains. Direct expenses occurred to the merging party for the merger are accounted into current gain/loss account when occurred. - Merger of enterprises under different control and goodwill When the enterprises participated in the merger are not under controlling of the same party or group of parties, either before or after the merger, the merger is regarded as merger of enterprises under different control. At merging of enterprises under different control, the party which obtains power of control over other participants is regarded as the buying party, and the other parties are regarded as the bought parties. For merger of enterprises under common control, the merger cost is the fair value of capital paid, liability occurred or undertaken, or equity instrument issued thereof, on the day of purchasing to obtain power of control over the bought party, and those expenses directly related to the merger. For merger done through multiple trades, the overall cost is the sum of cost of each single trade. If the merger contract provided faith on future events that may influence the merger cost, and the event has great possibility to happen, and its influence may be reliably measured, then it will be accounted into merger cost. 81 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Significant accounting policies and accounting estimates - continues Recognizable assets, liabilities, and contingent liabilities obtained in merger of enterprises under different control, are measured at their fair value on the purchase day. When the merger cost is greater than the share of fair value of recognizable net asset of the bought enterprise, the balance is recognized as goodwill. When the merger cost is lower than the share of fair value of recognizable net asset of the bought enterprise, revising will firstly be done on the merger cost and fair value of each recognizable assets, liabilities, and contingent liabilities of the bought party, and if the merger cost is still lower than the share of fair value of recognizable net asset of the bought enterprise, the balance will be accounted into current gain/loss account. Leases Financial leases are those which all of the risks and rewards attached to the assets have been substantially transferred, regardless its ultimate ownership will be transferred or not. Leases other than this are regarded as operational lease. - Recording of operational lease businesses in which the Company is the undertaker Rentals paid for operational lease are amortized to relative asset cost or current gain/loss account on straight basis to each term covered by the rental period. Initial direct expenses with greater amount are capitalized at occur, and counted into current gain/loss account at the same segment to the recognition of rental income for the whole period of rent. Contingent rentals are accounted into current gain/loss account as soon as happened. - Recording of operational lease businesses in which the Company is a lender Rentals gained for operational lease amortized to relative asset cost or current gain/loss account on straight basis to each term covered by the rental period. Contingent rentals are accounted into current gain/loss account as soon as happened. Preparation of Consolidated Financial Statements Consolidation range is determined on the basis of control power for the consolidated financial statements. Control power means the Company has the ability to decide the financial and operation issues of another firm and can obtain profit from the firm’s business operation. The Company adopts the date of gaining or losing power of control over the subsidiaries as the date of purchasing or disposal. For subsidiaries being disposed, their business result and cash flow before the disposal day have been appropriately demonstrated in the consolidated income statement and cash flow statement. For subsidiaries disposed in the current term, the initial amount of the consolidated balance sheet will not be adjusted. Subsidiaries added as merger of enterprises under different control, their operation results and cash flow after the purchase day have been appropriately demonstrated in the consolidated income statement and cash flow statement. The initial amount and comparison amount of the consolidated financial statement will not be adjusted. Subsidiaries added as merger of enterprises under common control, their operation results and cash flow from the beginning of current term to the merger day have been appropriately demonstrated in the consolidated income statement and consolidated cash flow statement. And the comparison amount in the consolidated financial statement shall be adjusted accordingly. The accounting policies and accounting periods of the subsidiaries are decided accordingly with the Company’s accounting policies and accounting periods. Trades and major accounts between the Company and subsidiary or any two subsidiaries shall be offsetted when consolidated. 82 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Significant accounting policies and accounting estimates - continues Preparation of Consolidated Financial Statements -continues Those share of owners’ equity in the subsidiaries not attributable to the parent company are treated as minor shareholders’ equity, and demonstrated as “minor shareholders’ equity” under the shareholders’ equity items in the consolidated balance sheet. The shares of minor shareholders’ equity in net income of current term are demonstrated under “minor shareholders’ gain/loss” under the net profit items in the consolidated income statement.When the share of losses attributable to the minor shareholders has exceeded their shares in the shareholders’ equity at the beginning of term, if the Articles of Association of the Company has decided beforehand that the minor shareholders has the responsibility to undertake the losses and have the power to make up them, the shareholders’ equity shall be deducted thereof. If not so, it will be deducted from the shareholders’ equity attributable to the parent company of the Company. Profits produced by the subsidiary in subsequent periods are attributable to the shareholders’ equity of the parent company of the Company before making up of the losses attributed to the minor shareholders but undertaken by the parent company of the Company. Translation of foreign currency financial statements Foreign currency financial statements prepared for the Company’s overseas businesses are translated by the following methods: All asset and liability items in the balance sheet are translated at the exchange rate of the balance sheet date; shareholders’ equity items except for “undistributed profit” are translated at the exchange rate of the day when they happened; all items in the income statement and items reflecting the amount of profit distribution are translated at the similar exchange rate of the date when the trades happened; undistributed profit at the beginning of year is the undistributed profit translated at the end of previous year; undistributed profit at the end of year are demonstrated according to the calculation of profit distribution items after translated; the differences between the translated asset items and liability items and total amount of shareholders’ equity items are demonstrated separately as difference of foreign currency statement translation under shareholders’ equity items in the balance sheet. When disposing of overseas businesses, those foreign currency statement translation differences displayed under shareholders’ equity in balance sheet and related to the overseas businesses are fully or at the portion of the business transferred over to current gain/loss account regarding disposal. Foreign currency cash flow and overseas subsidiaries’ cash flow are translated on the similar exchange rate of the day when the cash flow was happened. Influences of exchange rate movement on cash and cash equivalents are regarded as adjustment items and demonstrated under “Influence of exchange rates on cash and cash equivalents” in the cash flow statement. The initial amount at the beginning of year and the practical amount of last year are presented according to the translated amount of the financial statements of last year. Related parties Related parties are formed when a party is controlled by another or collectively controlled by others, or there are major influences on another party, and two or more than two parties are under common control, collective control or under major influence. 83 - - China Merchants Property Development Co., Ltd. Annual Report 2008 4. Basis of Major Accounting Policies and Key Estimations and Uncertain Factors Adopted in Accounting Estimation In application of the accounting policies as described in Note 4, for the uncertainty of business operation, the Company needs to determine, estimate, or make assumption on the book value of report subjects which are not able to be precisely measured. These determinations, estimations, or assumptions are made upon the Company’s experiences and with references to other relative factors. Their practical results may vary from the estimations of the Company. The Company performs periodic revision on the above determinations, estimations, and assumptions on the basis of constant operation. When a change in accounting estimation is just influencing the current term, its influenced amount is recognized in the current term. When a change is influencing not only the current term but also the future terms, its influenced amount is recognized in the current term and also the future terms. At the balance sheet day, the key estimation and uncertain factors may cause adjustment of book value of future periodic assets and liabilities are: Accounting of inventory is on the lower one of cost and realizable net value. The realizable net value is the estimated selling price of the inventory on a fair basis, less estimated cost yet to make the inventory complete, the estimated sales expenses, and related taxations. In case the management revised the inventory regarding its estimated sales price, cost to make it completed, estimated sales expenses, and related taxations, and resulted in a lower estimated sales price than the current one, or the cost to make it completed, estimated sales expenses, and related taxations are higher than the current figures, the Company shall provide impairment provisions upon the inventory. In case the practical sales price, the cost to make it completed, estimated sales expenses, and related taxations are lower or higher than the current estimations made by the management, the Company shall recognize the relative influences in the consolidated income statement of the corresponding fiscal period. 5. Taxation Main tax items and rates applicable to the Company: Taxation Tax basis Tax rate Enterprise income tax Amount of income taxable (Note 1) Business tax Income from sales or leasing of property 5% VAT Sales of products 17% Income from power supply 17%(Note 2) Income from water supply 6% Land VAT Sales of property – amount of items to On Excess Ratio Progressive of be deducted Tax Rate 30%-60% Contract tax Amount received for land using rights 3% and estates Property tax 70% of the original value of estates 1.2%(Note 3) City maintenance and Operational tax (or VAT paid) 1%-3% construction tax Education surtax Operational tax (or VAT paid) 3% Note 1. Except for the subsidiaries in the following locations, the other subsidiaries of the Company are subject to Income Tax of 25%. 84 - - China Merchants Property Development Co., Ltd. Annual Report 2008 Taxation - continues Tax rate Note Shenzhen and Zhuhai 18% (1) Hong Kong 16.5% (2) (1) Shenzhen and Zhuhai are special economical zones. According to document Guo-Fa (2007)39 issued by National Government, since January 1, 2008, enterprises originally enjoy preferential tax rates will shift to statutory rates gradually in five years upon implementing of the new Tax Law. In which enterprises enjoys 15% of corporation tax will be subject to 18% of corporation tax in 2008. Therefore the subsidiaries of the Company located in Shenzhen and Zhuhi are subject to 18% of corporation tax. (2) According to “Taxation Act” of Hong Kong, enterprises located in Hong Kong are subject to 16.5% of capital gains tax. Note 2: VAT is the balance of output tax less deductible input tax. Output tax is calculated according to the sales income and taxable rate set forth by the relative taxation laws. As approved by the Ministry of Finance and National Tax Bureau General with document Cai-Guan-Shui [2007]28, in the period from January 1, 2008 to December 31, 2008, the electric power imported by Shenzhen China Merchants Power Supply Co., Ltd. from Hong Kong is on the basic amount of 560 million Kwh. The VAT on the amount lower than the basic amount will be refunded at 40%, where the amount beyond the basic amount is subject to the import VAT according to the regulations. Note 3: The fixed assets of buildings and rental properties are subject to the payment of property tax upon 70% of their original book value and stipulated tax rate. In which the newly constructed buildings are exempted from property taxes in 3 years since documented by the tax bureau. 85 - - China Merchants Property Development Co., Ltd. 6. Range of consolidated financial statements Name Registered Business Business Scope Registered Practical investmen address property capital of term by the Grou RMB’000 RMB’000 Major subsidiaries held by the Company both at the end of last year and the end of this year Shenzhen China Merchants Property Co., Ltd. Shenzhen Property Property development and sales 106,000 1,450,312 development Shenzhen CM Power Supply Co., Ltd. Shenzhen Power supply Power supply and sales 57,000 592,978 Shenzhen CM Water Supply Co., Ltd. Shenzhen Water supply Water supply and installations 43,000 70,766 Shenzhen China Merchants Xin’an Properties Shenzhen Property Leasing of self-owned properties 25,000 36,803 Co., Ltd. Eureka Investment Ltd. HK Investment Investment HKD 19,919 20,000 Shenzhen Taige Apartment Management Co., Shenzhen Hotel service Indoor golf court, Property rental, restaurant, 1,000 1,000 Ltd. shopping mall, sales of water supply facilities Shenzhen Maitesi Civil Engineering Co., Ltd. Shenzhen Engineering Water supply pipe engineering 9,000 8,100 Shekou Xinghua Industrial Holdings Co., Ltd. Shenzhen Property Real-estate and other properties HKD 38,065 development 47,420 Shekou Zhaofa Property Co., Ltd. Shenzhen Property Building of commercial houses and auxiliary 36,000 36,000 facilities Guangzhou Wende Property Management Co., Guangzhou Property Property management 600 360 Ltd. Shenzhen CM Property Consultancy Ltd. Shenzhen Property Real-estate operation, information & consulting 2,000 2,000 development Shanghai China Merchants Properties Co., Ltd. Shanghai Property Property development and sales of construction 30,000 30,000 development materials CM Garden City (Beijing) Property Development Beijing Property Property development, sales, and services 20,000 20,000 Co., Ltd. development Guangzhou China Merchants Real-estate Co., Guangzhou Property Specialized property development, leasing and 50,000 50,000 Ltd. development sales CM Property (Beijing) Ltd. Beijing Property Property development and sales 20,000 20,000 development China Merchants (Suzhou) Co., Ltd. Suzhou Property Property development, operation and sales 30,000 30,000 development CM (Chongqing) Ltd. Chongqing Property Property development, leasing of self-owned 30,000 30,000 development properties Shenzhen City Main Plaza Investment Co., Ltd. Shenzhen Investment Industry and domestic commerce 10,000 - Shanghai China Merchants Real-estates Co., Ltd. Shanghai Property Property development, sales, and services 30,000 30,000 development CM (Nanjing) Ltd. Nanjin Property Property development, sales, and services 30,000 30,000 development Tianjin China Merchants Properties Co., Ltd. Tianjin Property Property development, sales, and services 40,000 30,000 development 86 China Merchants Property Development Co., Ltd. 6. Range of consolidated financial statements - continues Registered Business Registered Practical inve Name Business Scope address property capital end of term by RMB’000 RMB’000 Major subsidiaries held by the Company both at the end of last year and the end of this year - continues Shenzhen Meiyue Property Consultancy Ltd. Property Shenzhen Property consultancy, planning and brokerage 1,000 21,215 (Note 1) development Property management, decoration, consultancy, China Merchants Property Management Co., Ltd. Shenzhen Property property facility sales, maintenance, property leasing 25,000 169,200 and agency Property management, decoration, consultancy, Beijing CM Property Management Co., Ltd. Beijing Property property facility sales, maintenance, property leasing 5,000 4,000 and agency Property management, decoration, consultancy, Nanjing CM Property Management Co., Ltd. Nanjin Property property facility sales, maintenance, property leasing 5,000 5,000 and agency Property management, decoration, consultancy, Wuhan CM Property Management Co., Ltd. Wuhan Property property facility sales, maintenance, property leasing 5,000 5,000 and agency Property management, decoration, consultancy, HKD CM Property Management (HK) Ltd. HK Property property facility sales, maintenance, property leasing 10 10 and agency Property management, decoration, consultancy, Shenzhen China Merchants Property Management Shenzhen Property property facility sales, maintenance, property leasing 11,200 11,200 Co., Ltd. and agency Property management, decoration, consultancy, Zhangzhou CM Property Management Ltd. Zhangzhou Property property facility sales, maintenance, property leasing 500 500 and agency Property Zhangzhou China Merchants Properties Co., Ltd. Zhangzhou Property development and sales 50,000 25,500 development Property Zhuhai Huifeng Property Co., Ltd. Zhuhai Property development and sales 8,000 8,000 development Property Zhuhai Yuanfeng Property Ltd. Zhuhai Property development and sales 8,000 4,080 development 87 China Merchants Property Development Co., Ltd. 6. Range of consolidated financial statements - continues Registered Business Registered Practical investm Name Business Scope address property capital of term by the G RMB’000 RMB’000 Major subsidiaries held by the Company both at the end of last year and the end of this year - continues Property Shanghai Fengyang Property Ltd. Shanghai Property development and sales 30,000 353,250 development Property USD Foshan Xincheng Property Co., Ltd. (Note 2) Foshan Property development, sales, and services 478,690 development 127,000 Property HKD Huipeng Property Co., Ltd. (Note 2) HK Property development, sales, and services 5 development 10 Property USD Suzhou Shuanghu Property Co., Ltd. (Note 2) Suzhou Property development, sales, and services 326,845 development 160,000 Property Tianjing Zhaosheng Property Co., Ltd. Tianjin Property development, sales, and services 30,000 30,000 development Property Suzhou CM Nanshan Property Co., Ltd. Suzhou Property development, sales, and services 100,000 60,000 development Property Chengdu CM Property Ltd. Chengdu Property development, sales, and services 50,000 30,000 development Shenzhen CM Anye Investment Development Co., Shenzhen Investment Industrial investment, domestic commerce 5,000 2,550 Ltd. Property Property development, interior decoration, Shanghai CM Minsheng Property Ltd. Shanghai 30,000 30,000 development construction material sales Property Property development, interior decoration, Shanghai CM Fengsheng Property Ltd. Shanghai 30,000 30,000 development construction material sales Construction engineering, decoration, elevator, air Property Shenzhen CM Construction Co., Ltd. Shenzhen conditioner maintaining, sales of construction 50,000 50,000 development materials Guangzhou Qidi Tech & Science Investment Co., Property Guangzhou Ventual Investment 30,000 21,777 Ltd. development Property USD Foshan Xinjie Property Co., Ltd. (Note 2) Foshan Property development, sales, and services 1,511,578 development 219,800 USD Heighten Holdings Limited BVI Trade Trade 11 0.002 USD Converage Holdings Limited BVI Trade Trade 11 0.002 88 China Merchants Property Development Co., Ltd. 6. Range of consolidated financial statements - continues Registered Business Registered Practical investm Name Business Scope address property capital of term by the Gr RMB’000 RMB’000 Newly added subsidiaries from merger of enterprises under different control Shanghai CM Fengrui Property Ltd. Property Property development, interior decoration, sales of Shanghai 10,000 (Note 3) development construction material 10,000 Newly established subsidiaries CM Property (Chongqing) Garden City Property Property development, interior decoration, sales of Chongqing 30,000 30,000 Ltd. (Note 4) development construction material CM Jiaming (Beijing) Property Ltd. Property Property development, interior decoration, sales of Beijing 200,000 100,000 (Note 5) development construction material Shenzhen CM Commerce Development Property Development of commercial property, operation, Shenzhen 51,000 51,000 Ltd. (Note 6) development management, and leasing. Investment in industry Beijing Kanglade Property Development Property Property development, sales of its products, hotel Beijing 30,000 18,000 Co., Ltd. (Note 7) development development, import & export of goods and technologies Subsidiaries disposed this year China Merchants Port Service Singapore $ Singapore Trade Trade - (Singapore) Co., Ltd. (Note 8) 15,000 Property management, decoration, consulting, sales of Fucheng (China) Ltd. (Note 9) HK Property property equipment, repairing, rent and agency service of HKD 10 192,240 property Nanjing Fucheng Real-estate Property Nanjin Property development, leasing, sales, and management USD4,000 29,215 Development Co., Ltd. (Note 9) development Elite Trade Investment Limited (Note BVI Investment Investment USD3 11 9) Xi’an China Merchants Property Property management, decoration, consultancy, property Xi’an Property 1,000 1,000 Management Co., Ltd. facility sales, maintenance, property leasing and agency 89 China Merchants Property Development Co., Ltd. Annual Report 2008 6. Range of consolidated financial statements - continues Note 1: In January 2008, Shenzhen CM Property Co., Ltd. acquired the 45% share equities of Shenzhen Meiyue Property Consultancy Co., Ltd. held by Mr. Gao Hong who is a minority shareholder with payment of RMB20.88 million. As of December 31, 2008, the share transaction routine has been completed and the shareholding of Shenzhen CM Property Co., Ltd. in Shenzhen Meiyue Property Consultancy Co., Ltd. has increased from 55% up to 100%. Note 2: Through its subsidiaries, the Company is holding 50% of the voting capital of Foshan Xincheng Real Estate Co., Ltd., Huipeng Real Estate Co., Ltd., and Suzhou Shuanghu Real Estate Co., Ltd. respectively. Because these subsidiaries are holding the major amount of voting capital in these companies, they are substantially controlling over the financial and business operations of these companies. Thus the Company includes them in the consolidate range of the consolidated financial statements. In which, Huipeng Real Estate Co., Ltd. is holding 100% of the equity capital of Foshan Xinjie Real Estate Co., Ltd., thus Foshan Xinjie Real Estate Co., Ltd. is included in the consolidation range. Note 3: In November 2007, Shenzhen CM Property Co., Ltd. established Shanghai CM Fengrui Property Co., Ltd. together with Shanghai Jiandu Real Estate Development Co., Ltd. The new company was established with RMB10 million of registered capital. In which Shenzhen CM Property Co., Ltd. invested RMB1 million and holds 10% of the share equity. In March 2008, Shenzhen CM Property Co., Ltd. entered the share equity transferring agreement with Shanghai Jiandu Real Estate Development Co., Ltd. by which Shenzhen CM Property took over 70% of the share equity in Shanghai Fengrui Property Co., Ltd. at price of RMB7 million. Upon accomplishing of this agreement, Shenzhen CM Property would hold 80% of shares of Shanghai Fengrui Property Co., Ltd. and it was included in the range of consolidation. In December 2008, Shenzhen CM Property Co., Ltd. entered the share equity transferring agreement with Shanghai Jiandu Real Estate Development Co., Ltd. by which Shenzhen CM Property took over 20% of the share equity in Shanghai Fengrui Property Co., Ltd. at price of RMB2 million. Upon accomplishing of this agreement, shares of Shanghai Fengrui Property Co., Ltd. held by Shenzhen CM Property would increase from 80% to 100%. Please go to Note 63 for the financial status of the newly added subsidiaries from merger of enterprises under different control at December 31 2007 and operation results and cash flow since beginning of this year to the merger day. Note 4: In January 2008, the Company invested RMB30 million to setup CM Property (Chongqing) Garden City Co., Ltd. – a fully owned subsidiary, which means the Company is holding 100% of the share equities and voting rights. Note 5. China Merchants Jianming (Beijing) Property Co., Ltd. was incorporated in April 2008 with capital of RMB200 million. It was setup jointly by Shenzhen CM Property Co., Ltd. and Jianming Investment Co., Ltd. In which Shenzhen CM Real-Estate invested RMB100 million and take 50% of capital shares. For Shenzhen CM Property is holding major voting rights in the board of the company, thus take control over the financial and business decisions. Therefore it was included in the consolidation range. Note 6: In April 2008, Shenzhen CM Property Co., Ltd. invested RMB51 million to setup Shenzhen CM Commerce Development Co., Ltd. with 100% of share equity and voting rights. Thus it was included in the consolidation range. 90 - - China Merchants Property Development Co., Ltd. Annual Report 2008 6. Range of consolidated financial statements - continues Note 7: In December 2008, Shenzhen CM Property Co., Ltd. invested RMB18 million to setup Beijing Kanglade Property Development Co., Ltd. with RMB30 million of registered capital. Shenzhen CM Property Co., Ltd. is holding 60% of its share equity and voting rights. Thus it was included in the consolidation range. Note 8: China Merchants (Singapore) Ltd. – one of the Company’s subsidiaries, start clearance in 2007, and was deregistered in April 2008, thus it is no longer included in the consolidation range since January 1, 2008. Note 9: In February 2008, Eureka Investment Co., Ltd. – one of the Company’s subsidiaries entered the share equity transferring agreement with Haiyi Co., Ltd. – one of the Company’s minority shareholders, by which Eureka accepted the 20% share equity of Fucheng (China) Co., Ltd. with price of RMB80 million. As of March 31, 2008, the routines have been accomplished. Since accomplishing of the transfer, Eureka has been holding 100% of the share equity of Fucheng (China) Co., Ltd. While Fucheng (China) Co., Ltd. is holding 100% of the equity shares of Nanjing Fucheng Property Development Co., Ltd. In November 2008, as approved by the board of Eureka Investment Co., Ltd., acquired the newly issued one share of Elite Trade Investment Limited – the subsidiary of Eureka Investment Industrial Co., Ltd. with its 100% share in Fucheng (China) Co., Ltd. The new share has face value of US$1 and issuing price of HK$162,122,783. Meanwhile, as approved by the board, Eureka Investment Co., Ltd. transferred its 100% share equity in Elite Trade Investment Limited to Heighten Holdings Limited – the subsidiary of Eureka Investment Co., Ltd. As of November 30, 2008, the share transferring routines have been accomplished. Upon accomplishing of the above share equity transferring, Heighten Holdings Limited is holding 100% of the share equity of Elite Trade Investment Limited, while Elite Trade Investment Limited is holding 100% of the share equity of Fucheng (China) Co., Ltd. In December 2008, Heighten Holdings Limited entered the “Share Trading Agreement” together with ADF Phoenix IV Limited to transfer the 100% share equity in Elite Trade Investment Limited over to ADF Phoenix IV Limited at price of RMB880,668,338. This was based on the evaluation report provided by Zhongtongcheng Asset Appraisal Co., Ltd. titled Zhong-Tong-Ping-Bao-Zi (2008)194 on the assets of Elite Trade Investment Limited as of November 15, 2008. As of December 31, 2008, Eureka Investment Co., Ltd. has received the above payment amounted to USD106,067,034 (RMB725,000,000), and performed relative share transferring routines. Since December 23, 2008, the above transferred subsidiaries was no longer included in the consolidation range. Note 10: On August 7, 2008, China Merchants Property Management Co., Ltd. and its subsidiary China Merchants Property Management (HK) Co., Ltd. entered the share equity transferring agreement with Xi’an Hongshi Property Management Co., Ltd., by which they transferred the 70% and 30% share equities in Xi’an China Merchants Property Management Co., Ltd. at price of RMB803,129 and RMB344,198 respectively over to Xi’an Hongshi Property Management Co., Ltd. As of September 30, 2008, the routines had been accomplished, and the Company was no longer putting Xi’an China Merchants Property Management Co., Ltd. in the range of consolidation. For the financial status at the disposal day and the business performance since beginning of the year till the disposal day of the above disposed subsidiaries show in above Note 8, 9, and 10 are available in Note 63. 91 - - China Merchants Property Development Co., Ltd. Annual Report 2008 Monetary capital End of Term Beginning of Term Original currency Exchange rate RMB Yuan Original currencyExchange rate RMB Yuan Cash -RMB 50,001 1.00 50,001 103,917 1.00 103,917 -HKD 20,276 0.88 17,836 24,150 0.94 22,614 -Singapore $ 154 5.05 776 Bank deposit -RMB 6,884,738,331 1.00 6,884,738,331 3,460,019,252 1.00 3,460,019,252 -HKD 8,388,656 0.88 7,393,460 13,314,042 0.94 12,467,269 - USD 68,154,853 6.83 465,827,107 9,848,935 7.30 71,942,532 Other monetary fund (Note) -RMB 12,720,371 1.00 12,720,371 14,694,157 1.00 14,694,157 - USD 2,690,200 6.83 18,386,441 ____________ 3,948,929 7.30 28,845,346 ____________ 7,389,133,547 3,588,095,863 ____________ ____________ Note: Balances of other monetary fund are mainly transactions of foreign currency futures and deposits for project fund guarantees. 7. Hold-for-sale financial assets Fair value at end of year Fair value at beginning of year RMB Yuan RMB Yuan Deductive financial assets 97,331,980(Note) __________ _______- __________ Note: This was the fair value at end of the contract year by which Eureka Investment Co., Ltd. and ING Bank N.V., Hong Kong Branch engaged for future foreign currency trading without transferring of principal. As of December 31, 2008, the nominal principal has amounted to USD269,020,000. Such contracts will due amongst January 5, 2009 to September 24, 2009. 92 - - China Merchants Property Development Co., Ltd. Annual Report 2008 8. Account receivable (1) Account age analyze of account receivable Age End of Term Beginning of Term Amount ProportionBad debt provision Book value Amount Proportion Bad debt provision Book value RMB Yuan % RMB Yuan RMB Yuan RMB Yuan % RMB Yuan RMB Yuan within 1 yr 106,050,263 94 2,312,665 103,737,598 54,400,839 91 478,083 53,922,756 1-2 years 1,420,716 1 25,136 1,395,580 284,577 1 25,546 259,031 2-3 years 169,547 1 31,982 137,565 912,803 1 265,236 647,567 Over 3 yrs 4,700,950 __________ ____4 2,793,814 _________ 1,907,136 __________ 4,223,585 __________ 7 ____ 2,554,205 _________ 1,669,380 __________ Total 112,341,476 __________ 100 ____ 5,163,597 _________ 107,177,879 __________ 59,821,804 __________ 100 ____ 3,323,070 _________ 56,498,734 __________ (2) Accounts receivable are presented according to the categories as the following: End of Term Beginning of Term Categories Amount ProportionBad debt provisionBook value Amount ProportionBad debt provisionBook value Basis of categorizing RMB Yuan % RMB Yuan RMB Yuan RMB Yuan % RMB Yuan RMB Yuan Single account with large amount - - - - - - - - Single sum over RMB10 mil. Single account without large amount but with greater risks after combined with credit features 4,700,950 4 2,793,814 1,907,136 4,223,585 7 2,554,205 1,669,380 Aged over 3 yrs Other minor accounts 107,640,526 __________ 96 ____ 2,369,783 _________ 105,270,743 __________ 55,598,219 __________ 93 ____ 768,865 _________ 54,829,354 __________ Total 112,341,476 __________ 100 ____ 5,163,597 _________ 107,177,879 __________ 59,821,804 __________ 100 ____ 3,323,070 _________ 56,498,734 __________ (3) Change of bad debt provisions provided upon account receivable Year 2008 Year 2007 RMB Yuan RMB Yuan Beginning of Term 3,323,070 3,335,742 Provided in current year 1,970,863 301,075 Carried back this term 130,336 _________ 313,747 _________ End of Term 5,163,597 _________ 3,323,070 _________ (4) Top 5 receivables are as the followings: Total of top 5 receivables Age Portion in total receivables RMB Yuan % 11,989,715 within 1 yr 11 (5) No receivable account due from shareholders with 5% or above shares of the Company. 93 - - China Merchants Property Development Co., Ltd. Annual Report 2008 9. Prepayment (1) Age analyze of prepaid accounts End of Term Beginning of Term Age Amount Proportion Amount Proportion RMB Yuan % RMB Yuan % within 1 yr 26,822,305 95 6,987,171 96 1-2 years 1,444,551 5 308,000 4 2-3 years 50,000 __________ - ____ - _________ - ____ Total 28,316,856 __________ 100 ____ 7,295,171 _________ 100 ____ (2) Prepaid accounts are presented according to the categories as the following: Categories End of Term Beginning of Term RMB Yuan RMB Yuan Basis of categorizing Single account with large amount 13,616,507 - Single sum over RMB10 mil. Single account without large amount but with greater risks after combined with credit features - - aged over 3 yrs Other minor accounts 14,700,349 __________ 7,295,171 _________ 28,316,856 __________ 7,295,171 _________ (3) No prepaid account to shareholders with 5% or above shares of the Company. 10. Other receivables (1) Account age analyse of other account receivable Age End of Term Beginning of Term Amount ProportionBad debt provision Book value Amount ProportionBad debt provision Book value RMB Yuan % RMB Yuan RMB Yuan RMB Yuan % RMB Yuan RMB Yuan within 1 yr 625,184,871 71 59,823 625,125,048 802,223,107 96 22,917 802,200,190 1-2 years 258,550,646 29 108,049,251 150,501,395 32,852,904 4 65,553 32,787,351 2-3 years 1,644,540 - 214,920 1,429,620 434,824 - 7,240 427,584 Over 3 yrs 3,171,213 ___________ - 1,721,148 ____ ___________ 1,450,065 ___________ 3,479,034 ___________ -___ 2,002,464 _________ 1,476,570 ___________ 888,551,270 ___________ 100 ___________ ____ 110,045,142 778,506,128 ___________ 838,989,869 ___________ 100 ___ 2,098,174 _________ 836,891,695 ___________ 94 - - China Merchants Property Development Co., Ltd. Annual Report 2008 11. Other receivables - continues (2) Other receivables are presented according to the categories as the following: Categories End of Term Beginning of Term Amount Bad debt provision Book value Amount Bad debt provisionBook value Basis of categorizing RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan Single account with large amount819,625,246108,033,906(Note)711,591,340531,199,497 - 531,199,497 Single sum over RMB10 mil. Single account without large amount but with greater risks after combined with credit features 3,171,213 1,721,148 1,450,065 3,479,034 2,002,464 1,476,570 aged over 3 yrs Other minor accounts ___________ 73,732,429 290,088 ___________ 73,442,341 ___________ 304,311,338 ___________ 95,710 _________ 304,215,628 ___________ Total 896,528,888 ___________ 110,045,142 ___________ 786,483,746 ___________ 838,989,869 ___________ 2,098,174 _________ 836,891,695 ___________ According to the “Confirmation Letter of Land Using Right Transfer”, for Eureka Investment Co., Ltd. and Shizhao Investment Co., Ltd. failed to pay the initial payment, the bidding security of HKD122,501,310 (RMB108,033,906) has been provided full provision. (3) Change of bad debt provisions provided upon other receivables Year 2008 Year 2007 RMB Yuan RMB Yuan Beginning of Term 2,098,174 3,541,463 Provided in current year 109,613,230 288,845 Carried back this term 9,122 1,714,534 Other transferred out in this year 258,160 17,600 Different of foreign currency translation (1,398,980) ___________ - _________ End of Term 110,045,142 ___________ 2,098,174 _________ (4) Top 5 receivables are as the followings: Total of top 5 receivables Age Proportion of total other receivables RMB Yuan % 774,705,246 within 2 yrs 87 (5) No other receivable account due from shareholders with 5% or above shares of the Company. 95 - - China Merchants Property Development Co., Ltd. Annual Report 2008 11. Inventories End of Term Beginning of Term Impairment Impairment Categories Amount Book value Amount Book value provision provision RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan Real property development 22,931,730,833 296,210,000 22,635,520,833 15,997,211,790 - 15,997,211,790 costs Property products 1,227,864,442 - 1,227,864,442 1,165,031,359 - 1,165,031,359 Raw materials 4,450,453 - 4,450,453 3,982,071 - 3,982,071 Low-value consumables and 1,628,505 162,982 1,465,523 1,268,635 162,982 1,105,653 others _____________ ___________ _____________ _____________ _______ _____________ 24,165,674,233 296,372,982 23,869,301,251 17,167,493,855 162,982 17,167,330,873 _____________ _____________ ___________ ___________ _____________ _____________ _____________ _____________ _______ _______ _____________ _____________ (1). Real estate development costs are as follows: Expected Planned Beginning of Projects Start date total End of Term finish date Term investment. RMB0’000 RMB Yuan RMB Yuan Development costs of real estate under construction: Xicheng Jiayuan 2008.10 2012.04 434,899 - 1,769,857,158 Foshan Yiyun Shangcheng 2008.08 2013.03 282,598 - 1,609,776,610 Weijinnan Project 2007.10 2013.09 394,315 1,285,621,090 1,579,060,949 Suzhou Xiaoshicheng 2008.04 2014.03 462,932 - 1,469,354,406 Park 1872 2006.10 2012.11 378,198 1,236,507,084 1,332,885,813 Shanghai Haide Garden Phase II-IV 2006.05 2012.07 150,842 1,031,473,491 1,252,815,691 Foshan Yiyunshui’an 2008.04 2012.06 324,049 - 1,171,678,450 Jinshan Valley 2008.02 2015.07 482,973 - 1,053,695,705 CM Lanyuan 2008.03 2009.12 155,498 - 984,596,333 CM Guanyuan 2008.05 2011.08 195,073 - 936,723,035 Ruiqiao Project 2008.07 2011.11 132,539 - 701,560,844 China Merchants Jiangwan Town 2007.04 2012.12 179,892 478,206,869 681,509,730 Harbor Project 2008.10 2014.10 163,139 - 574,159,384 Nanqiao Project 2008.03 2010.03 84,502 - 495,818,192 Yiyun Xigu 2006.12 2010.12 100,524 146,494,943 481,672,906 Haiyue Huating 2007.02 2009.07 45,020 156,405,242 328,987,065 Zhangzhou CM Garden City 2008.07 2011.11 63,701 - 286,338,846 Yiyunshui’an Phase III 2007.12 2009.03 40,573 279,549,890 Yishanjun Phase II and III 2007.12 2009.08 42,863 134,380,464 215,500,993 Phase V. Garden City 2008.03 2010.06 38,833 16,241,263 202,669,933 Digital Tower, Garden City 2007.09 2009.09 30,360 4,750,541 187,526,695 Zhuhai CM Garden City A 2008.04 2011.02 72,484 - 184,743,841 Meilun Apartment 2008.03 2009.12 28,557 - 158,172,763 36 Xikang Road Tianjin 2007.03 2009.11 57,942 283,646,221 128,614,510 Lanxigu Phase II, land II 2008.08 2011.01 35,890 - 101,016,614 Yiyunjun Phase II 2007.12 2008.12 13,7 55,966,528 International Finance Center 2005.01 2008.11 66,448 608,751,475 - Others 91,133,150 _____________ 79,142,656 _____________ Sub-total 5,529,578,361 _____________ 18,247,429,012 _____________ 96 - - China Merchants Property Development Co., Ltd. Annual Report 2008 12. Inventories - continues (1) Cost of property development - continues Planned Expected total Beginning of Projects Planned finish date End of Term start date investment. Term RMB0’000 RMB Yuan RMB Yuan Land to be developed: Chongqing Garden City 2009.11 2015.08 361,338 1,256,600,000 1,284,527,080 Suzhou Weiting 2009.12 2012.12 170,818 1,010,191,231 1,022,094,091 Yongjing Harbor 2009.04 2012.06 203,935 - 934,910,249 CM Plaza 2009.08 2012.03 143,759 - 438,047,925 Woods Apartment 2009.08 2012.04 76,649 - 311,251,663 Zhuhai CM Garden City B 2009.05 2012.07 135,332 255,771,122 270,483,988 Xixiang Golf Garden 2009.12 2012.04 114,8 147,464,0 191,832,850(Note 1 Phase II. Technical Tower 2009.03 2010.03 29,360 - 145,544,282 Zhangzhou Holiday 365 2009.04 2012.10 42,534 - 85,609,693 Foshan Yiyun Shangcheng 2008.08 2013.03 282,598 1,520,896,368 - Suzhou Xiaoshicheng 2008.04 2014.03 462,932 1,259,858,920 - Foshan Yiyunshui’an 2008.04 2012.06 324,049 1,008,616,615 - CM Guanyuan 2008.05 2011.08 195,073 809,517,626 - Jinshan Valley 2008.02 2015.07 482,973 780,577,841 - Ruiqiao Project 2008.07 2011.11 132,539 570,845,634 - CM Lanyuan 2008.03 2009.12 155,498 523,319,068 - Nanqiao Project 2008.03 2010.03 84,502 366,785,374 - Yiyunxigu Phase II, III 2008.01 2010.12 100,524 302,144,364 - Zhuhai CM Garden City A 2008.04 2011.02 72,484 161,400,809 - Zhangzhou CM Garden City 2008.07 2011.11 63,701 193,617,509 - Meilun Apartment 2008.03 2009.12 28,557 132,489,922 - Yiyunshui’an Phase III 2007.12 2009.03 40,573 125,258,519 - Lanxigu Phase II, land II 2008.08 2011.01 35,890 42,278,462 - _____________ _____________ Sub-total 10,467,633,429 4,684,301,821 Less: Impairment provision 296,210,000 Incl. Yiyunshangcheng - 182,370,000 Suzhou Weiting - 113,840,000 _____________ _____________ 22,635,520,833 Total 15,997,211,7 (Note 2) _____________ _____________ _____________ _____________ Note 1. Shenzhen Meiyue Property Consultancy Co., Ltd. – one of the Company’s subsidiaries won the bidding for land using rights of Xixiang Garden Project in the 24th Auction held by Shenzhen Huisanying Auction Co., Ltd. on January 11, 2006. But for the need of construction of Xixiang Avenue and the metro project, Shenzhen Municipal Government has not confirmed the land using plan. As of December 31, 2008, this land was under filing procedures for land using rights. Note 2. As of December 31, 2008, in the construction-in-process and land to be developed, there were totally 1,112,586 square meters of lands regarding Chongqing Garden City, Lanxigu Phase II land II, Xixiang Golf Garden, Yongjingwan, CM Plaza, Wuzi Apartment, Science Building Phase II, Garden City Phase V, Garden City Digital Building, South Fort Garden, Suzhou Xiaoshicheng, and Holiday 365 have been signed for land using right agreements, the land using right certificates were under processing though. 97 - - China Merchants Property Development Co., Ltd. Annual Report 2008 (2). Products of real estate development are as follows: Projects Date of finish Beginning of Term Increased this year Decreased this year End of Term RMB Yuan RMB Yuan RMB Yuan RMB Yuan Lanxi Valley 2nd Phase 2007.06 627,743,060 188,262,604 172,580,466 643,425,198 Houses of 36 Xikang Rd. finished 2008.11 - 323,162,846 129,852,297 193,310,549 Yiyunjun Phase II 2008.12 - 137,060,979 - 137,060,979 Yiyunxigu Phase I. 2008.06 - 256,266,558 191,056,253 65,210,305 Suzhou Yiyunshui’an Phase II 2007.12 144,804,688 23,494,510 121,609,793 46,689,405 Park 1872 Phase I 2008.12 - 302,287,747 257,813,843 44,473,904 Yishanjun Phase II 2008.06 37,455,521 438,695,531 436,274,951 39,876,101 Shanhuyuan Phase IV 2007.12 54,877,256 2,814,595 37,041,094 20,650,757 Basement of Sun Garden Phase I 2006.06 11,479,422 - - 11,479,422 Yishanhai Phase II 2007.12 10,075,953 - 2,461,836 7,614,117 Yiyunjun Phase I 2007.06 5,295,477 - - 5,295,477 Shanghai Haide Garden Phase I 2006.10 4,516,472 - 1,129,214 3,387,258 Jingshanjiao Apartment 2004.12 1,439,657 - - 1,439,657 Apartment of Sun Garden Phase I 2005.12 375,679 - - 375,679 Marine Center 2007.12 258,951,663 - 258,951,663 - Suzhou Yiyunshuian phase 1 2006.08 910,885 294,512 1,205,397 - Others 7,105,626 ____________ 2,081,507 _____________ 1,611,499 ____________ 7,575,634 ____________ Total 1,165,031,359 ____________ 1,674,421,389 _____________ 1,611,588,306 ____________ 1,227,864,442 ____________ 98 - - China Merchants Property Development Co., Ltd. Annual Report 2008 12. Inventories - continues (2). Products of real estate development are as follows: - continues As of December 31, 2008, there is no pledging or provided as guarantee in the property of inventory, neither suspended or abandoned project. Capitalization of borrowing expenses was RMB679,850,396 for the year (2007: RMB347,936,386). (3) Inventory impairment provisions are: Carried Beginning Transferred Provided this year back this End of Term of Term this year term RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan Real property development costs - 296,210,000(Note) - - 296,210,000 Property products - - - - - Raw materials - - - - - Low-value consumables and others 162,982 - - - 162,982 _______ ___________ _________ _________ ___________ Total 162,982 296,210,000 - - 296,372,982 _______ ___________ _________ _________ ___________ _______ ___________ _________ _________ ___________ Note: As of end of this year, the Company had provided RMB296,210,000 of inventory impairment provisions upon the difference of realizable value of inventory lower than their book value. 12. Other current asset Items End of Term Beginning of Term RMB Yuan RMB Yuan Prepaid land VAT (Note) 88,259,891 6,596,589 Prepaid operation tax 86,302,838 - Prepaid other tax 36,987,535 - Prepaid rent 8,968,112 - Others 7,078,366 ___________ 3,012,055 _________ 227,596,742 ___________ 9,608,644 _________ Note: For the property sales income collected prior to finishing of construction, the Company pays Land VAT at legal portion and account them into other current asset. Upon finishing of the construction, the actual Land VAT is calculated upon the income from sales of property less the legal deductive items, and is accounted into other current liabilities after deducting of prepaid amount. 99 - - China Merchants Property Development Co., Ltd. Annual Report 2008 13. Available-for-sale financial asset Year end Year begin Items fair value fair value RMB Yuan RMB Yuan Other sellable equity instruments Guonong Tech shares 1,743,773 _________ 3,887,829 _________ 14. Long-term receivable Year end Year begin Items fair value fair value RMB Yuan RMB Yuan Entrusted loan (Note 1) 838,808,511 Balance of share equity transfer (Note 2) 133,171,523 ___________ - _________ Total 971,980,034 ___________ - _________ Note 1: In November 2008, the Company entered the Entrusted Loan Contract with China Agriculture Bank Nanshan Branch (“Agriculture Bank Nanshan” hereafter) for the loan quota of RMB900,000,000. Agriculture Bank Nanshan will provide loans against the Notification of Entrusted Loans issued by the Company to assigned parties. On December 17, 2008, Agriculture Bank Nanshan provided loan of RMB838,808,511 to Nanjing Fucheng Property Development Co., Ltd. upon the Notification of Entrusted Loans issued by the Company. While Nanjing Fucheng provided the property in Nanjing International Finance Center (U1-F6, and F8-F51, totally 100,189 square meters) as security for the loan. Note 2: In December 2008, Heighten Holdings Limited – one of the Company’s subsidiaries transferred its shares in Elite Trade Investment Limited, the balance receivable was RMB155,668,338 (for details please go to Note 7 and Note 9). According to the Share Trading Agreement entered with ADF Phoenix IV Limited, the receiver, the balance would be retrieved in three to four years. The Company calculated, but not confirmed, financing expenses of RMB22,496,815 with reference to the bank loan rates at the similar period. It was deducted from the long-term receivables. 100 - - China Merchants Property Development Co., Ltd. Annual Report 2008 15. Long-term share equity investment (1) Particulars about long-term equity investment New Equity Cash Initial Beginning of Other Name of invested companies investment this adjusted this dividend this End of Term investment Term decreases year year year RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan On equity basis Shenzhen China Merchants OCT 50,000,000 230,568,095 - 107,279,642 - - 337,847,737 Investment Co., Ltd. Guangzhou Panyu Innovation 200,000,000 200,000,000 - - - - 200,000,000 Technology Garden Co., Ltd. Beijing Tianping Property Management 490,000 890,261 - 320,789 - - 1,211,050 Co., Ltd. Shenzhen China Merchants 98,000,000 94,369,571 - (3,945,297) - - 90,424,274 Guangming Technologies Zone Ltd. Shenzhen Haitao Hotel Co., Ltd. 4,996,675 5,635,361 - 462,512 354,640 - 5,743,233 Tianjin Xinhai real Estate 6,750,000 19,265,977 - 73,546,354 12,515,976 80,296,355 Development Co., Ltd. Shenzhen China Merchants OCT 2,500,000 2,629,851 - 146,743 - - 2,776,594 Investment Co., Ltd. Beijing Hengshihuarong Real-estate 24,220,904 13,831,308 - (699,902) - - 13,131,406 Development Co., Ltd. Shenzhen TCL Optical Electronic 40,000,000 - 40,000,000 (298,380) - - 39,701,620 Technologies Ltd. (Note 1) On cost basis Shenzhen China Merchants 100,000 100,000 - - - - 100,000 Engineering Co., Ltd. Shenzhen Fishermans’ Wharf 100,000 100,000 - - - - 100,000 Restaurant Co., Ltd. (Note 2). Shanghai CM Fengrui Property Ltd. 1,000,000 1,000,000 - - - 1,000,000 - (Note 3) ___________ ___________ ___________ __________ _________ _________ ___________ Total 428,157,579 ___________ 568,390,424 40,000,000 ___________ 176,812,461 __________ 12,870,616 _________ 1,000,000 _________ 771,332,269 Less: Impairment provision 100,000 ___________ 100,000 ___________ Long-term equity investment (net) 568,290,424 ___________ 771,232,269 ___________ Change of long-term equity investment impairment provision: Name of invested companies Beginning of Term Increased this year Transferred this year End of Term RMB Yuan RMB Yuan RMB Yuan RMB Yuan Shenzhen Fishermans’ Wharf Restaurant Co., Ltd. (Note 2). 100,000 _______ - _______ - _________ 100,000 _______ Note 1: On December 29, 2007, Shenzhen China Merchant Property Co., Ltd. entered the Share Equity Transferring Agreement with Shenzhen TCL Property Co., Ltd. to acquire 40% of the share equities of Shenzhen TCL Electric-Optical Technologies Co., Ltd. by price of RMB40,000,000. As of December 31, 2008, the relative routines had been accomplished. Note 2: Shenzhen Fisherman Port Restaurant Co., Ltd. was established by Shenzhen Taiger Apartment Management Co., Ltd in 2001. Due to poor management, now it is closed. Shenzhen Taige Apartment Management Co., Ltd fully accounted provision for impairment on its long-term investment. Note 3. For details please go to Note 7 - 3. 101 - - China Merchants Property Development Co., Ltd. 16. Long-term share equity investment - continues (2) List of joint ventures and affiliates and their major financial information Portion in the Gross asset of Registered Portion in Name of invested companies Reg. Add. Business property registered invested busines capital voting rights capital end of year RMB Yuan % % RMB Yuan Joint ventures Property Shenzhen China Merchants OCT Investment Co., Ltd. Shenzhen 100,000,000 50 50 4,556,368, development Guangzhou Panyu Innovative Technologies Garden Co., Property leasing Guangzhou 150,000,000 70 50 479,277, Ltd.(Note) and management Property Shenzhen China Merchants OCT Investment Co., Ltd. Shenzhen 5,000,000 50 50 7,030, management Affiliates Property Beijing Tianping Property Management Co., Ltd. Beijing 1,000,000 49 49 4,193, management Property Shenzhen China Merchants Guangming Technologies Shenzhen development and 200,000,000 49 49 202,060, Zone Ltd. management Shenzhen Haitao Hotel Co., Ltd. Shenzhen Hotel management 6,000,000 45 45 14,752, Property Tianjin Xinhai real Estate Development Co., Ltd. Tianjin 15,000,000 45 45 509,653, development Property Beijing Hengshihuarong Real-estate Development Co., Beijng development and 50,000,000 24 24 920,551, Ltd. operation Development of Shenzhen TCL Electric-Optical Co., Ltd. Shenzhen 200,000,000 40 40 106,253, own properties Note: Guangzhou Qidi Technologies Garden Investment Co., Ltd. – one of the Company’s subsidiaries, is hold Technologies Garden Co., Ltd. As stipulated in the Articles of Association of Guangzhou Panyu Inno financial and operational decision making have to be decided by presenting of the whole shareholde Investment Co., Ltd. has no controlling power over Guangzhou Panyu Innovative Technologies Gard consolidation range. (3) The Company’s long-term equity investment receivers as of December 31, 2008 were not limited in ability to tra 102 China Merchants Property Development Co., Ltd. Annual Report 2008 16. Investment real estate Houses & buildings Land using right Total RMB Yuan RMB Yuan RMB Yuan Original value Beginning of Term 2,000,572,059 940,122,846 2,940,694,905 Purchased in this year 849,893 - 849,893 Private real estate or inventory converted into real estate. 309,942,638 105,852,033 415,794,671 Decreased for disposal of subsidiaries 65,533,522 ____________ 2,583,602 ___________ 68,117,124 ____________ End of Term 2,245,831,068 ____________ 1,043,391,277 ___________ 3,289,222,345 ____________ Accumulated depreciation and accumulated amortization. Beginning of Term 517,111,735 45,907,033 563,018,768 Provided in current year 97,263,604 18,767,792 116,031,396 Private real estate or inventory converted into real estate. 1,548,818 7,988,752 9,537,570 Decreased for disposal of subsidiaries 31,579,802 ____________ 761,357 ___________ 32,341,159 ____________ End of Term 584,344,355 ____________ 71,902,220 ___________ 656,246,575 ____________ Impairment provision Initial of year and end of year - ____________ - ___________ - ____________ Net amount Beginning of Term 1,483,460,324 ____________ 894,215,813 ___________ 2,377,676,137 ____________ End of Term 1,661,486,713 ____________ 971,489,057 ___________ 2,632,975,770 ____________ As of December 31, 2008 none of the Company’s investment properties is on pledge. As of December 31, 2008, the Company still has investment properties amounted to RMB313,624,063 of net value which were under processing of filing for property right certificates. 17. Fixed assets Houses & Equipment & Transportation Electronics, Total buildings machinery facilities furniture, and appliances RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan Original value of fixed assets Beginning of Term 203,225,138 342,354,720 46,022,024 51,841,848 643,443,730 Purchased in this year 29,449,291 1,954,557 9,335,090 8,176,501 48,915,439 Transferred from construction in process 799,837 15,444,807 - 693,300 16,937,944 Disposed in this year - 6,592,240 3,760,790 2,213,716 12,566,746 Other decrease in this year 35,143,623 ____________ ____________- ___________- __________- 35,143,623 _____________ End of Term 198,330,643 ____________ 353,161,844 ____________ 51,596,324 ___________ 58,497,933 __________ 661,586,744 _____________ Accumulated depreciation: Beginning of Term 79,067,177 219,450,319 24,130,689 31,643,400 354,291,585 Depreciation provided this year 7,832,120 11,929,660 5,598,260 6,855,842 32,215,882 Disposed in this year - 4,909,956 1,190,093 1,845,778 7,945,827 Other decrease in this year 1,548,818 ____________ ____________- ___________- __________- 1,548,818 _____________ End of term 85,350,479 ____________ 226,470,023 ____________ 28,538,856 ___________ 36,653,464 __________ 377,012,822 _____________ Impairment provision Beginning and end of year ____________- ____________- ___________- __________- _____________- Net amount Beginning of Term 124,157,961 ____________ 122,904,401 ____________ 21,891,335 ___________ 20,198,448 __________ 289,152,145 _____________ End of Term 112,980,164 ____________ 126,691,821 ____________ 23,057,468 ___________ 21,844,469 __________ 284,573,922 _____________ As of December 31, 2008, the Company still has RMB48,429,059 of fixed assets which were under process of filing for property certificates. 18. Construction in process Project Beginning of Increased Finished and Other End of Budget Portion of Fund Term this year transferred to transferred Term investment recourse fixed asset out in this on budget this year year 103 - - China Merchants Property Development Co., Ltd. Annual Report 2008 RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan % Transformer Station 23,668,881 15,140,213 6,008,551 - 32,800,543 220,360,000 18 Own capita Water supply project Own 12,126,102 3,503,102 10,929,393 761,915 3,937,896 22,168,616 71 capital Construction project Own 2,316,011 560,532 - - 2,876,543 2,876,543 100 capital Reconstruction project Own 93,283,124 97,536,299 - 190,819,423 - 190,819,423 100 capital ___________ __________ ___________ __________ __________ Total 131,394,118 116,740,146 16,937,944 191,581,338 39,614,982 __________ __________ ___________ ___________ __________ __________ Less: Impairment provision - - ___________ __________ Net value of construction in progress 131,394,118 39,614,982 ___________ ___________ __________ __________ 104 - - China Merchants Property Development Co., Ltd. Annual Report 2008 19. Intangible assets Land using right Software Total RMB Yuan RMB Yuan RMB Yuan Original value Beginning of Term 59,673,607 213,300 59,886,907 Increased this year - 9,280 9,280 Investment property transferred in 59,673,607 __________ - _______ 59,673,607 __________ End of Term - __________ 222,580 _______ 222,580 __________ Accumulated amortizing Beginning of Term 7,338,820 84,161 7,422,981 Provided in current year 649,932 44,207 694,139 Investment property transferred in 7,988,752 __________ - _______ 7,988,752 __________ End of Term - __________ 128,368 _______ 128,368 __________ Net amount Beginning of Term 52,334,787 __________ 129,139 _______ 52,463,926 __________ End of Term - __________ 94,212 _______ 94,212 __________ 20. Long-term amortizable expenses Items End of Term Beginning of Term RMB Yuan RMB Yuan Expenses for improvement of operational assets leased in 183,911,501 5,112,593 Outdoor advertisement facilities 6,957,351 295,926 Golf club membership 349,732 571,632 Others 5,320,710 ___________ 2,120,793 _________ Total 196,539,294 ___________ 8,100,944 _________ 105 - - China Merchants Property Development Co., Ltd. Annual Report 2008 21. Differed tax asset Temporary difference may be Differed income tax asset neutralized Beginning of Beginning of Items End of Term End of Term Term Term RMB Yuan RMB Yuan RMB Yuan RMB Yuan Bad debt provision on receivables 3,323,070 427,869 996,921 85,377 Bad debt provision on other receivables 2,098,174 630,143 660,094 126,029 Inventory impairment provision 162,982 162,982 29,337 32,596 Long-term equity investment impairment 100,000 100,000 18,000 20,000 provision Depreciation of fixed assets 191,416 298,286 34,455 53,692 Amortizing of other long-term assets 823,128 1,501,667 271,632 388,566 Land VAT drawn in advance 20,571,323 154,825,620 6,788,537 38,519,585 Expected liabilities 1,211,060 __________ 8,251,911 __________ 217,991 _________ 1,650,382 __________ Total 28,481,153 __________ 166,198,478 __________ 9,016,967 _________ 40,876,227 __________ The following neutralizable provisional differences and losses are not recognized as differed income tax assets: End of Term Beginning of Term RMB Yuan RMB Yuan Neutralizable losses 29,535,706 4,190,278 Neutralizable provisional differences 146,708,850 ___________ 87,387,708 _________ Total 176,244,556 ___________ 91,577,986 _________ The neutralizable losses of unconfirmed differed income tax assets will due not later than 2013. 22. Asset impairment provision Carried Other Difference of Beginning of Provided this back this transferred out foreign currency End of Term Term year term in this year translating RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan Bad debt provision 5,421,244 111,584,093 139,458 258,160 (1,398,980) 115,208,739 - Account receivable 3,323,070 1,970,863 130,336 - - 5,163,597 - Other receivables 2,098,174 109,613,230 9,122 258,160 (1,398,980) 110,045,142 Inventory impairment 162,982 296,210,000 - - - 296,372,982 provision Long-term equity investment 100,000 - - - - 100,000 impairment provision _________ ___________ _______ ________ _________ ____________ 5,684,226 _________ 407,794,093 ___________ 139,458 _______ 258,160 ________ (1,398,980) _________ 411,681,721 ____________ 106 - - China Merchants Property Development Co., Ltd. Annual Report 2008 23. Short-term loans End of Term Beginning of Term RMB Yuan RMB Yuan Credit loan 2,802,290,730 3,876,295,661 Guarantee loan 811,665,548(Note) ____________ 1,795,236,833 ____________ Total 3,613,956,278 ____________ 5,671,532,494 ____________ Note: The Company borrowed RMB400,000,000 from China Merchants Bank Shekou Branch, which was secured by China Merchants Shekou Industrial Zone Co., Ltd. Shenzhen China Merchants Power Supply Co., Ltd. – one of the Company’s subsidiaries borrowed USD30,000,000 (RMB205,038,000) from ING Bank N.V., Shanghai Branch, which was secured by the Company; and USD24,380,000 (RMB166,627,548) which was secured by China Merchants Shekou Industrial Zone Co., Ltd. Suzhou China Merchants Nanshan Property Co., Ltd., one of the Company’s subsidiaries, raised the loan of RMB40,000,000 from China Merchants Bank Xiangcheng Branch, which was guaranteed by China Merchants Shekou Industrial Zone Co., Ltd. and Shenzhen Nanshan Development Industrial Co., Ltd. 24. Notes payable Categories End of Term Beginning of Term RMB Yuan RMB Yuan Bank acceptance 143,287,841(Note) __________ 97,215,654 ___________ Note: China Merchants Shekou Industrial Zone Co., Ltd. provided guarantee of RMB58,169,050 to Shenzhen China Merchants Property Co., Ltd. for the accepted bank draft issued by China Merchants Bank New Age Branch. The above drafts will become due in 2009. 107 - - China Merchants Property Development Co., Ltd. Annual Report 2008 25. Account payable (1). Information on shareholders holding more than 5% (include 5%) voting right are as follows: Name of the shareholder End of Term Beginning of Term Property RMB Yuan RMB Yuan China Merchants Shekou Industrial Zone Co., Ltd. (Note) 77,056,300 - Land price China Merchants Shekou Industrial Zone Co., Ltd. 5,338,724 5,338,724Fund for the land of maritime center. __________ _________ Total 82,395,024 __________ 5,338,724 _________ Note: It was the balance of RMB29,259,600 payable by Shenzhen China Merchants Properties Co., Ltd. to China Merchants Shekou Industrial Zone Co., Ltd. to purchase China Merchants Science & Tech Building Phase II, China Merchants Plaza, Wuzi Apartment, and Yongjingwan, as well as the due payment of RMB47,796,700 for the land using right of Lanxi Valley Phase II. (2) Account payable with large amount and aged over one year: Amount to be Name of the End of Age Reason of overdue repaid after the companies Term B/S date RMB Yuan RMB Yuan Hongrun 5% engineering quality security, paid upon 1-2 Construction Group 1,525,608 expiration of quality warranty period and without - years Holdings Co., Ltd. any claim 5% engineering quality security, paid upon Suzhou Erjian 1-2 Construction Group 1,955,258 years expiration of quality warranty period and - without any claim Resident moving expenses payable to Chaoyang Chaoyang Property 3-4 Property Development Co., Ltd., payable upon Development Co., 40,000,000 - years granting of the Resident Moving Conclusive Letter Ltd. issued by National Land Bureau 26. Prepayment received (1) Age analyse of prepayment received End of Term Beginning of Term RMB Yuan % RMB Yuan % within 1 yr 2,699,705,236 99 170,341,970 93 1-2 years 29,679,420 1 11,334,473 6 2-3 years 2,088,037 ____________ - ____ 1,377,389 ___________ 1 ____ Total 2,731,472,693 ____________ 100 ____ 183,053,832 ___________ 100 ____ 108 - - China Merchants Property Development Co., Ltd. Annual Report 2008 28. Prepayment received - continues (2) Including: prepayment received for sales of houses Planned Beginning of Presell Projects End of Term finish Term portion date RMB Yuan RMB Yuan % Haiyue Huating - 579,276,285 58 2009 Jinshangu Phase I - 498,516,765 95 2009 Yiyunjun Phase II - 318,564,899 100 completed Foshan Yiyunshui’an Phase I - 290,116,266 100 2009 Park 1872 Phase I - 285,731,279 52 2010 Shanghai Haide Garden Phase II 20,440,687 211,845,301 85 2009 Tianjin Xikang Rd. Project - 107,936,970 69 2010 Yiyunxigu Phase I, II - 89,504,312 73 2009 Xingcheng Phase I (Weijinnan Project) - 79,199,033 18 2009 CM. Jiangwancheng Phase I - 70,627,103 24 2009 Yishanjun Phase II and III 29,927,317 64,608,350 48 2009 Lanxi Valley 2nd Phase 47,889,837 47,100,566 35 completed Yiyunshui’an Phase II and III 1,182,319 30,601,109 40 2009 Shanhuyuan Phase IV 17,298,367 3,253,942 88 completed Seaview Plaza 2,903,977 1,328,672 100 completed Huaguoshan Building shops 2,731,255 648,821 100 completed Yishanhai Phase II 1,796,069 345,996 100 completed Yiyunxigu Phase I. 15,997,135 - 100 completed Haiyue Phase III shops 2,687,974 - 100 completed Garden City Phase III Land No.1 2,262,732 - 100 completed Others 28,704,515 ___________ 15,126,040 ____________ Total 173,822,184 ___________ 2,694,331,709 ____________ (3) No prepayment received was from shareholders holding 5% or over voting shares of the Company. 27. Employees’ wage payable Beginning of Term Increased this year Decreased this year End of Term RMB Yuan RMB Yuan RMB Yuan RMB Yuan Wage, bonus, allowance, subsidy 119,411,686 389,282,227 409,278,343 99,318,894 Employee welfare 1,009,976 31,146,005 31,343,840 932,921 Social insurance 1,934,547 49,717,614 45,920,640 5,707,212 Housing fund 275,771 6,555,169 6,746,897 84,043 Trade union and education allowance 13,357,210 14,505,231 12,495,526 15,366,917 Compensation for dismissing of employment - 856,910 856,910 - Others 230,595 ____________ 8,714,704 ___________ 8,455,441 ____________ 490,061 ____________ Total 136,219,785 ____________ 500,777,860 ___________ 515,097,597 ____________ 121,900,048 ____________ 109 - - China Merchants Property Development Co., Ltd. Annual Report 2008 28. Tax payable End of Term Beginning of Term RMB Yuan RMB Yuan Enterprise income tax 109,859,036 145,712,372 Business tax 55,480,137 49,706,755 Land VAT (Note) 43,687,588 35,355,661 Contract tax 36,600,000 71,908,728 VAT 12,072,972 5,893,186 Personal income tax 3,323,067 1,520,498 City maintenance and construction tax 1,345,840 923,225 Land using tax 341,748 206,225 Property tax 57,065 42,523 Others 7,778,160 ___________ 5,921,077 ___________ Total 270,545,613 ___________ 317,190,250 ___________ Note: For details please go to Note 13. 29. Interest payable End of Term Beginning of Term RMB Yuan RMB Yuan Short-term loan interest 13,616,242 11,135,761 Long-term loan interest 27,434,963 __________ 19,550,000 __________ Total 41,051,205 __________ 30,685,761 __________ 30. Dividend payable End of Term Beginning of Term Name of the investor RMB Yuan RMB Yuan Tianjin Shenmiao Investment Group Co., Ltd. 8,493,185(Note) - Shekou Huayuan Restaurant 285,600 285,600 Shenzhen Shekou Dazhong Investment Co., Ltd. - 20,913,265 Hong Kong Chinese Businessman Property Co., Ltd. - 1,482,316 China Merchants Development Co., Ltd. - 143,997 Shenzhen China Merchants Landmark Co., Ltd. - _________ 80,391 __________ Total 8,778,785 _________ 22,905,569 __________ Note: It was the dividend payable by Tianjin China Merchants Property Co., Ltd. – one of the subsidiaries of the Company to Tianjin Shenmiao Investment Group Co., Ltd. as part of the profit distribution plan as of December 31, 2008 approved by the Board meeting held on December 20, 2008 110 - - China Merchants Property Development Co., Ltd. Annual Report 2008 31. Other account payable (1) Particulars about other account payable due to shareholders holding 5% or above voting shares of the Company Name of the shareholder End of Term Beginning of Term Property RMB Yuan RMB Yuan China Merchants Shekou Industrial Zone Co., Ltd. - _________ 4,852,099 Current account _________ (2) Other payables with large amount: Amount to be Name of the End of Age Reason of overdue repaid after the companies Term B/S date RMB Yuan RMB Yuan Payable by Huipeng Property Co., Ltd. to Huidefeng Property within Huidefeng Property (China) Co., Ltd. for the 751,219,269 - (China) Co., Ltd. 2 yrs investment payment made to Foshan Xinjie Property Co., Ltd. on behalf of Huipeng. Payable by Suzhou China Merchants Nanshan Shenzhen Nanshan Property Co., Ltd. to Shenzhen Nanshan Development 479,300,681 1-2 yrs - Development Co., Ltd. for the payment paid on Industrial Co., Ltd. behalf. 32. Non-current liability due in 1 year Categories End of Term Beginning of Term RMB Yuan RMB Yuan Long-term loans due in 1 year 1,810,000,000 300,000,000 Other non-current liabilities due in 1 year 766,062 ____________ - ___________ Total 1,810,766,062(Note) ___________ ____________ 300,000,000 Note: Please refer to Note 35, 39. 111 - - China Merchants Property Development Co., Ltd. Annual Report 2008 33. Other current liability End of Term Beginning of Term RMB Yuan RMB Yuan Land VAT drawn in advance (Note) 439,334,198 370,122,155 Outsourced cleaning and security guard services 5,853,294 7,237,384 Agencies 3,000,000 2,086,099 Original water and power supply 2,216,370 3,964,082 Cloth fee 1,639,910 1,829,940 Improving of intelligent system 1,385,217 1,059,919 Visiting tours 753,973 2,826,490 Land using rights - 23,231,401 Others 4,889,436 ___________ 3,250,968 ___________ Total 459,072,398 ___________ 415,608,438 ___________ Note: Land VATs are calculated and provided in accordance with Guo-Shui-Fa[2006]187 with the heading of circular about Settlement of Land VAT of Property Development Enterprises issued by National Tax Bureau General, and accounted into current income account. Meanwhile, when calculating of the income tax of current year, corresponding adjustments were done by the subsidies of the Company on the taxable income account according to the relative income tax rules of local governments. 34. Long-term borrowings End of Term Beginning of Term Categories Original Exchange RMB Yuan Original Exchange RMB Yuan currency rate currency rate Credit loan - RMB 3,950,000,000 1.00 3,950,000,000 1,680,000,000 1.00 1,680,000,000 Guaranteed loan (Note 1) - RMB 2,590,000,000 1.00 2,590,000,000 1,900,000,000 1.00 1,900,000,000 - USD 177,000,000 6.83 1,209,761,935 50,000,000 7.30 365,235,019 - HKD 130,000,000 0.88 114,647,000 - - - Entrusted loan (Note 2) RMB 752,906,972 1.00 752,906,972 - - - _____________ _____________ 8,617,315,907 3,945,235,019 Less: Long-term 1,810,000,000 1.00 1,810,000,000 300,000,000 1.00 300,000,000 borrowings due in 1 year Incl. Borrowings on credit 450,000,000 1.00 450,000,000 300,000,000 1.00 300,000,000 Guarantee 1,360,000,000 1.00 1,360,000,000 - - - loan _____________ _____________ Cooling fee 6,807,315,907 3,645,235,019 _____________ _____________ _____________ _____________ Annual interest rate of above loans are 4.60% to 7.56%. Note 1: The Company borrowed RMB100,000,000 from China Merchants Bank Shekou Branch, and RMB110,000,000 from China Merchants Bank New Age Branch, both of them were secured by China Merchants Shekou Industrial Zone Co., Ltd. The Company borrowed RMB650,000,000 from Shanhai International Trust Co., Ltd by mean of trust finance, and RMB1,000,000,000 from Industrial Bank Shanghai Branch. According to the “Agreement on Issuing the Deed of Guarantee” entered with China Construction Bank Shenzhen Branch, both of the above loans were guaranteed by China Construction Bank Shenzhen Branch. Shenzhen China Merchants Property Co., Ltd. borrowed RMB590,000,000 from China Merchants Bank New Age Branch, which was secured by CMSIZ. 112 - - China Merchants Property Development Co., Ltd. Annual Report 2008 35. Long-term borrowings - continues Shanghai Fengyang Co., Ltd. – one of the Company’s subsidiaries, raised the loan of RMB40,000,000 from China Merchants Bank Shanghai Branch, which was secured by China Merchants Shekou Industrial Zone Co., Ltd. Tianjin China Merchants Property Co., Ltd. – one of the Company’s subsidiary borrowed RMB100,000,000 from China Merchants Bank Tianjin Branch which was under guarantee provided by CMSIZ. Eureka Investment Co., Ltd. Raised a loan of USD80,000,000 from China Merchants Bank Offshore Business Department and USD50,000,000 from ING Bank N.V., Hong Kong Branch, which were both secured by China Merchants Group (HK) Co., Ltd. Eureka Investment Co., Ltd. Raised loans of USD47,000,000 and HKD130,000,000 from China Industrial & Commercial Bank (Asia), which were both secured by China Merchants Group (HK) Co., Ltd. Note 2: On December 2008, according to the “Contract for Entrusted Loans in RMB” entered by Shenzhen China Merchants Construction Co., Ltd., Nanjing Fucheng Property Development Co., Ltd. and Bank of China Shekou Branch, Nanjing Fucheng Property Development Co., Ltd. entrusted Bank of China Shekou Branch to provide Shenzhen China Merchants Construction Co., Ltd. the loan of RMB152,906,972 with term of 3 years. As entrusted by CMSIZ, China Industrial & Commercial Bank Shekou Branch provided loan of RMB300,000,000 to the Company with term of 2 years; As entrusted by CMIZ, China Agriculture Bank Nanshan Branch provided RMB300,000,000 of loan to the Company with term of 2 years. For details please see Note 36(4)(j). 35. Long-term payable End of Term Beginning of Term RMB Yuan RMB Yuan Main body maintaining fund 33,285,411 28,790,682 Less: Long-term payables due in 1 year - __________ - __________ Long-term payables due beyond 1 year 33,285,411 __________ 28,790,682 __________ 113 - - China Merchants Property Development Co., Ltd. Annual Report 2008 36. Expected liabilities Beginning of Term Increased this year Decreased this year End of Term Categories RMB Yuan RMB Yuan RMB Yuan RMB Yuan Predicted expenses (Note 1) - 82,214,387 - 82,214,387 Guishan Villa case (Note 2) - 7,450,000 - 7,450,000 Sue case of delayed certificates(Note 3) 1,211,060 _________ - —__________ 409,149 ________ 801,911 ——__________ Total 1,211,060 89,664,387 409,149 90,466,298 Less: Predicted liability due in 1 year - _________ - —__________ - ________ - ——__________ Predicted liability due beyond 1 year 1,211,060 _________ 89,664,387 409,149 ________ 90,466,298 __________ __________ Note 1: According to the agreement entered by the Company with Nanjing Fucheng Property Development Co., Ltd., this was the supplementary land transfer payment, land using payment, land VAT, and property maintenance fund which are possibly exist before the transferring of International Finance Center and should be undertaken by the Company. Note 2: The Owners’ Committee of Guishan Villa Estate developed by Shenzhen China Merchants Property Co., Ltd. raised lawsuit against Shenzhen China Merchants Property Co., Ltd. claiming for RMB14,837,342 of compensation of land occupied in Guishan Villa Estate. Shenzhen China Merchants Property Co., Ltd. predicted the possibility of make the above compensation and provided the predicted liability of RMB7,450,000 which was 50% of the claimed amount. Note 3: Some of the owners of properties sold by Shenzhen China Merchants Property Co., Ltd. raised lawsuit against Shenzhen China Merchants Property Co., Ltd. claiming for compensation on the delayed property certificate filing procedures. In 2008, the Company paid RMB12,900 according to the judgment made by the court, and the predicted liability of RMB396,249 was restored. 37. Differed tax liabilities Taxable provisional difference Differed income tax liability Provisional items of difference Beginning of Term End of Term Beginning of Term End of Term RMB Yuan RMB Yuan RMB Yuan RMB Yuan Change of sellable financial asset fair value 3,194,784 _________ 171,498 _______ 547,380 _______ 34,300 _______ 114 - - China Merchants Property Development Co., Ltd. Annual Report 2008 38. Other non-current liabilities End of Term Beginning of Term RMB Yuan RMB Yuan Differed rental income 3,650,020 4,316,680 Infrastructure grant from Water Supply Bureau 2,837,387 860,640 Special grant for culture development 1,500,000 - Other water supply grants 96,300 _________ - _________ Total 8,083,707 5,177,320 Less: Other non-current liabilities due in 1 year 99,402 _________ - _________ Other non-current liabilities due beyond 1 year 7,984,305 _________ 5,177,320 _________ 39. Share capital 2008 Changed this year Bonus shares and capitalized Beginning of Term New offer Others End of Term from capital reserves (shares) (shares) (shares) (shares) (shares) I. Shares with conditional subscription 1. State legal person shares 301,299,211 150,649,606 279,349,288 - 731,298,105 2. Other domestic shares 149,494 74,747 73,174 (45,851) 251,564 3. Foreign shares 128,587,201 64,293,601 - 5,051,063 197,931,865 Incl. Shares held by foreign legal persons 128,439,676 64,219,838 - 5,050,126 197,709,640 Foreign natural person shares 147,525 ____________ 73,763 ___________ ___________- 937 ___________ 222,225 ________ Total of conditional shares 430,035,906 ____________ 215,017,954 ___________ 279,422,462 ___________ 5,005,212 ___________ 929,481,534 ________ II. Shares with unconditional subscription 1. Common shares in RMB 317,189,437 158,594,718 170,577,538 45,851 646,407,544 2. Foreign shares in domestic market 97,641,659 ____________ 48,820,829 ___________ ___________- (5,051,063) ___________ 141,411,425 ________ Total of unconditional shares 414,831,096 ____________ 207,415,547 ___________ 170,577,538 ___________ (5,005,212) ___________ 787,818,969 ________ III. Total of shares 422,433,501 450,000,000 844,867,002 - 1,717,300,503 (注1) ___________ (注2) ___________ ___________ ________ ____________ The above shares are with par value of RMB1 yuan. Note 1: The dividend plan for 2007 was adopted by the Annual General Meeting 2007, namely:upon total capital shares of 844,867,002 outstanding at the end of year, upon total capital shares of 844,867,002 outstanding at the end of year, 3 bonus shares will be delivered to each 10 shares. Upon total capital shares of 844,867,002 outstanding at December 31 2007, 2 shares will be capitalized to each 10 shares. Totally RMB168,973,400 will be capitalized. The above figures of capital shares was verified by Carea Schinda Certified Public Accountants which issued the Capital Verification Report (开元信德深验资字(2008)第 040 号) 115 - - China Merchants Property Development Co., Ltd. Annual Report 2008 40. Share capital - continues Note 2. As approved by the Shareholders’ Meeting 2007, and approved by China Securities Regulatory Commission with document (证监许可[2008]989 号), the Company placed 450,000,000 shares with face value of RMB1.00 to the existing A-share holders on November 26, 2008, the placing price was RMB13.20 per share. Among which, 279,349,288 shares were subscribed by China Merchants Shekou Industrial Zone Co., Ltd. Upon completion of this time of placing, the Company’s total capital shares increased up to 1,717,300,503 shares. The fund raised in this public placing was RMB5,777,220,556 in net amount, in which RMB450,000,000 was increasing of share capital, and RMB5,327,220,556 was increasing of capital reserves. The above change of share capital was verified by Carea Schinda Certified Public Accountants with the Capital Verification Report (开元信德深验资字(2008)第 040 号). Year 2007: Changed this year Bonus shares and Beginning of End of capitalized New offer Others Term Term from capital reserves (shares) (shares) (shares) (shares) (shares) I. Shares with conditional subscription 1. State legal person shares 147,426,958 43,135,614 110,736,639 - 301,299,211 2. Other domestic shares 173,942 5,851 - (30,299) 149,494 3. Foreign shares 128,591,576 - - (4,375) 128,587,201 Incl. Shares held by foreign legal persons 128,439,676 - - - 128,439,676 Foreign natural person shares 151,900 ____________ ___________- ___________- (4,375) ___________ 147,525 ________ Total of conditional shares 276,192,476 ____________ 43,141,465 ___________ 110,736,639 ___________ (34,674) ___________ 430,035,906 ________ II. Shares with unconditional subscription 1. Common shares in RMB 244,992,912 72,166,226 - 30,299 317,189,437 2. Foreign shares in domestic 97,637,284 - - 4,375 97,641,659 market ____________ ___________ ___________ ___________ ________ Total of unconditional shares 342,630,196 ____________ 72,166,226 ___________ ___________- 34,674 ___________ 414,831,096 ________ 110,736,639(Note III. Total of shares 618,822,672 115,307,691(Note 3) - 844,867,002 4) ____________ ___________ ___________ ___________ ________ The above shares are with par value of RMB1 yuan. Note: As approved by China Securities Regulatory Commission by Zheng-jian-fa-zi [2006]67, the Company issued 15.1 million convertible company bonds at face value of RMB100 and term of 5 years.The face interest rates were: 1.0% for the 1st year, 1.4% for the 2nd year, 1.8% for the 3rd year, 2.2% for the 4th year, and 2.6% for the 5th year. Interests will be paid once per year since the primary issuing date. The starting and ending date for share converting was: the 1st trading day (include) 6 months after completion of issuing until the expiration day of the convertible bonds, i.e. March 1 2007 to August 30 2011. 116 - - China Merchants Property Development Co., Ltd. Annual Report 2008 Share capital - continues Year 2007 - continues The above convertible bonds were listed in Shenzhen Stock Exchange for trading since September 11, 2006 with abbreviation of “China Merchants Convertible Bond”. These bonds can be converted into current A-shares since March 1, 2007. On May 25, 2007, converting of China Merchants Convertible Bonds was terminated. Till then, there were totally 15,093,841 unit of bonds (with face value of RMB1,509,384,100 in total) were filed to convert at price of RMB13.09 per share, as the result, the capital shares of the Company has increased by 115,307,691 shares, and the capital reserves has increased by RMB1,394,072,217, the remained 6, 159 units of convertible bonds (with face value of RMB615,900 in total) were repurchased by the Company. Details of above converting of bonds were verified by Pan-China Shenzhen CPA Ltd. with the Capital Verification Report titled (信德验资报字(2007)第 053 号). Note 4: Examined by 2006 shareholders meeting, and approved by " Notice On approval of China Merchants Real Estate Holdings Co., Ltd. non-public issurance of stocks" (File No.299 SFC Issurance Zi [2007]) and "Reply on approving exemption of the obligation of China Merchants Shekou Industrial Zone Co., Ltd. purchasing the share of China Merchants Holdings Co., Ltd." (File No.156 SFC Corporation Zi [2007] issued by CSRC), the Company non-publicly issued 110,736,639 shares to China Merchants Shekou Industrial Zone Co., Ltd., face value 1.00 Yuan per share, issurance price 20.77 Yuan per share. The net amount of proceeds from this private issuing of shares was RMB2,292,166,500, in which RMB110,736,639 was added to share capital, and RMB2,181,429,861 was added to capital reserves. Aforesaid practically received capital has been verified by Pan-China Schinda Certified Public Accountants and the “Capital Verification Report” (开元信德验资字(2007)第 055 号) was issued thereof. 117 - - China Merchants Property Development Co., Ltd. Annual Report 2008 40. Capital reserves Year 2008: Beginning of Increased this Items Decreased this year End of Term Term year RMB Yuan RMB Yuan RMB Yuan RMB Yuan Share capital premium 3,295,677,809 5,327,220,556 189,873,821 8,433,024,544 5,327,220,556 Incl. Share capital paid in by investors 3,557,191,993 - 8,884,412,549 (Note 1) Using of converting rights of convertible bonds 1,394,072,217 - - 1,394,072,217 Writing back of share equity investment formed by (1,354,694,800) - - (1,354,694,800) merger of firms under common control Purchase of equity from minority shareholders of (300,891,601) - 20,900,421(Note 2) (321,792,022) subsidiaries (or affiliates) 168,973,400(Note Capital reserves capitalized - (168,973,400) 3) Other capital reserves 118,180,186 - 2,659,946 115,520,240 Incl. Amount offset from equity by converting of - - - - convertible bonds Other changes of owners’ equity other than net 12,421,761 - 1,028,971 11,392,790 income of the invested firms Gain or loss from change of fair value of sellable 1,346,667 - 1,630,975 (284,308) financial assets Transferred from capital reserves under original system 104,411,758 ____________ ____________- ___________- 104,411,758 ____________ Total 3,413,857,995 ____________ 5,327,220,556 ____________ 192,533,767 ___________ 8,548,544,784 ____________ Note 1: It was the share capital premium increased due to public issuing of shares in 2008. Details are available in Note 41 (2) Note 2: When Shenzhen China Merchants Property Co., Ltd. purchases the 45% of shares of Shenzhen Meiyue Property Consulting Co., Ltd. from Mr. Zhang Hong, the difference between the long-term equity investment increased due to purchasing of minor shareholders equity and the share of net asset of Shenzhen Meiyue Property Consulting Co., Ltd. since the merger day in an continuous basis, and the capital reserves as reduced correspondingly. For details please see Note6 – 1. Note 3: Please see Note 40-1 118 - - China Merchants Property Development Co., Ltd. Annual Report 2008 41. Capital reserves - continues Year 2007: Items Beginning of Term Increased this year Decreased this year End of Term RMB Yuan RMB Yuan RMB Yuan RMB Yuan Share capital premium 21,067,332 3,576,128,294 301,517,817 3,295,677,809 Incl. Share capital paid in by investors 1,375,762,132 2,181,429,861(Note 4) - 3,557,191,993 Using of converting rights of convertible bonds - 1,394,072,217(Note 5) - 1,394,072,217 Writing back of share equity investment formed by merger (1,354,694,800) - - (1,354,694,800) of firms under common control (Note 6) Purchase of equity from minority shareholders of 301,517,817(Note - 626,216(Note 7) (300,891,601) subsidiaries (or affiliates) 8) Other capital reserves 205,610,700 1,028,970 88,459,484 118,180,186 Incl. Amount offset from equity by converting of 76,764,820 - 76,764,820 - convertible bonds Other changes of owners’ equity other than net 11,392,791 1,028,970 - 12,421,761 income of the invested firms Gain or loss from change of fair value of sellable 13,041,331 - 11,694,664 1,346,667 financial assets Transferred from capital reserves under original system 104,411,758 ____________ ____________- __________- 104,411,758 ____________ Total 226,678,032 ____________ 3,577,157,264 ____________ 389,977,301 __________ 3,413,857,995 ____________ Note 4. It was the share capital premium increased due to public issuing of shares in 2007. Details are available in Note 40 (4) Note 5: Please see Note 40 - 3 Note 6. It was caused by adopting of the new accounting standard in 2007 and the influence of change of accounting policy on retrospective basis. Note 7: In 2007, Zhangzhou China Merchants Real Estate Co., Ltd. was included in the consolidation range as merger of enterprise under common control. The balance of RMB626,216 between the merger consideration and the book value of the Company’s share of equity of Zhangzhou China Merchants Real Estate Co., Ltd. at the merger date was used to increase the capital reserves. Note 8: In 2007, the Company has taken over the 5% share equity of Shenzhen China Merchants Real Estate Co., Ltd. which was held by Shenzhen Shekou Dazhong Investment Co., Ltd. The balance between the long-term equity investment costs increased due to purchasing of minor share equities and the share of recognizable net asset of Shenzhen China Merchants Real Estate Co., Ltd. calculated constantly since the day of purchasing upon the new share portion, has been used to reduce the consolidated capital reserves by RMB301,517,817. 119 - - China Merchants Property Development Co., Ltd. Annual Report 2008 41. Surplus reserves Statutory common reserves Optional surplus reserves Total RMB Yuan RMB Yuan RMB Yuan Year 2008: Balance at the beginning of year 471,924,069 140,120,038 612,044,107 Increased this year 58,182,397 - 58,182,397 Decreased this year - ___________ - ___________ - ___________ Balance at the end of year 530,106,466 ___________ 140,120,038 ___________ 670,226,504 ___________ Statutory common reserves Optional surplus reserves Total RMB Yuan RMB Yuan RMB Yuan Year 2007: Balance at the beginning of year 356,136,305 140,120,038 496,256,343 Increased this year 115,787,764 - 115,787,764 Decreased this year - ___________ - ___________ - ___________ Balance at the end of year 471,924,069 ___________ 140,120,038 ___________ 612,044,107 ___________ Statutory reserves may be used to makeup the Company’s losses, expand the Company’s business operation, or converted to share capital. 42. Retained profit Year 2008 Year 2007 RMB Yuan RMB Yuan Profit not distributed at the beginning of year 3,026,575,655 2,139,191,449 Plus: net profit of current term 1,227,615,829 1,157,877,638 Less: Providing of statutory surplus reserves (Note 1) 58,182,397 ____________ 115,787,764 ____________ Profit distributable to shareholders 4,254,191,484 3,181,281,323 Less: Cash dividend of the previous year payable –approved by the shareholders’ meeting (Note 2) 84,486,700 154,705,668 Less: Share dividend of the previous year payable –approved by the shareholders’ meeting 253,460,101 ____________ - ____________ Retained profit at the end of term 3,858,062,286 ____________ 3,026,575,655 ____________ Incl. Post balance sheet cash dividend distributed as resolution (Note 3) 171,730,050 84,486,700 120 - - China Merchants Property Development Co., Ltd. Annual Report 2008 43. Retained profit - continues Note 1. Providing of surplus reserves According to the provisions of the Articles of Association of the company, statutory surplus reserves are provided at 10% of the net profit. When the statutory surplus reserves has accumulated to over 50% of the registered capital of the Company, providing of statutory surplus reserves can be suspended. Note 2: Cash dividend approved by the Shareholders’ Annual Meeting. According to the profit distribution and capitalizing of capital reserves plan for year 2007 decided by the 21st meeting of the 5th term of Board held on February 18, 2008, the Company distributed RMB1.00 (tax included) to each 10 shares upon the total capital shares of 844,867,002 at December 31, 2007, and RMB84,486,700 of dividend was distributed in cash in total; distributed 3 bonus shares to each 10 shares, and RMB253,460,101 was distributed in share dividend; Note 3: Profit distribution or capitalizing of reserves decided after the balance sheet date According to the Profit Distribution Plan 2008 passed at the 3rd meeting of the 6th term of Board held on March 27 2009, basing on the total capital shares of 1,717,300,503 shares as of December 31 2008, RMB1 will be distributed in cash to each 10 shares. Totally RMB171,730,050 will be distributed. This plan is subject to the approval of the Shareholders' Meeting. Note 4: Surplus reserves already provided by the subsidiaries As of December 31, 2008, there was RMB327,355,398 of surplus reserves provided by the subsidiaries which has been included in the retained profit of the Company. 43. Minor shareholders’ equity Minor shareholders’ equity of main subsidiaries of the Group are as the followings: End of Term Beginning of Term RMB Yuan RMB Yuan Foshan Xincheng Property Co., Ltd. 469,268,062 477,968,253 Suzhou Shuanghu Property Co., Ltd. 427,625,726 332,285,294 Shanghai Fengyang Property Ltd. 231,712,648 234,526,526 China Merchants Jiaming (Beijing) Property Co., Ltd. 99,912,892 - Suzhou CM Nanshan Property Co., Ltd. 76,078,951 39,789,614 Zhangzhou China Merchants Properties Co., Ltd. 71,887,922 55,104,448 Shekou Xinghua Industrial Holdings Co., Ltd. 35,982,232 33,917,171 Chengdu CM Property Ltd. 19,289,542 19,953,774 Tianjin China Merchants Properties Co., Ltd. 11,136,311 8,661,828 Guangzhou Qidi Tech & Science Investment Co., Ltd. 8,226,530 8,230,533 Shenzhen CM Water Supply Co., Ltd. 628,070 652,349 Fucheng (China) Ltd. (Note *1) - 13,137,740 Huipeng Property Co., Ltd. (54,415,380) 17,081 Others 19,427,133 ____________ 17,579,662 ____________ Total 1,416,760,639 ____________ 1,241,824,273 ____________ 121 - - China Merchants Property Development Co., Ltd. Annual Report 2008 44. Turnover Accumulated this year Accumulated last year RMB Yuan RMB Yuan Major business 3,568,843,651 4,099,630,381 Incl. Property industry 2,515,297,197 3,127,608,626 Public Utilities 752,896,356 727,909,311 Property management 300,650,098 244,112,444 Other business 4,340,549 _____________ 12,014,287 ____________ Total 3,573,184,200 _____________ 4,111,644,668 ____________ The operating income from top five customers amounted to RMB273,597,607 (last year: RMB259,320,513), occupying 7.91% of the total operating income (last year: 6.31%). 45. Operation cost Accumulated this yearAccumulated last year RMB Yuan RMB Yuan Major business 2,097,425,056 2,168,237,471 Incl. Property industry 1,306,287,950 1,425,622,833 Public Utilities 532,943,868 556,232,751 Property management 258,193,238 186,381,887 Other business 348,057 ____________ 10,913,479 ____________ Total 2,097,773,113 ____________ 2,179,150,950 ____________ 46. Business tax and levies Accumulated this yearAccumulated last year RMB Yuan RMB Yuan Business tax 140,494,261 170,868,736 Land VAT 114,034,707 332,459,873 Education surtax 4,881,497 5,681,485 City maintenance and construction tax 4,280,540 3,288,014 Others 1,289,112 ___________ 546,972 ___________ Total 264,980,117 ___________ 512,845,080 ___________ 122 - - China Merchants Property Development Co., Ltd. Annual Report 2008 47. Financial expenses Accumulated this yearAccumulated last year RMB Yuan RMB Yuan Interest expense 876,231,262 444,183,293 Less: Interest paid and capitalized 795,241,730 416,632,345 Interest income 45,967,009 19,993,129 Exchange differences (127,313,841) (71,745,003) Less: Exchange difference capitalized (115,391,334) (68,695,959) Commission charges and others 7,813,627 ___________ 6,095,855 __________ Total 30,913,643 ___________ 10,604,630 __________ 48. Asset impairment loss Accumulated this yearAccumulated last year RMB Yuan RMB Yuan Bad debt losses 111,444,635 (4,678,993) Inventory impairment losses 296,210,000 ___________ - __________ Total 407,654,635 ___________ (4,678,993) __________ 49. Income from change of fair value Accumulated this yearAccumulated last year RMB Yuan RMB Yuan Source of income from change of fair value Transactional financial assets (Note) 145,469,305 - Trade off financial liabilities - ___________ (50,589,723) __________ Total 145,469,305 ___________ (50,589,723) __________ Note: For details please see Note 9. 123 - - China Merchants Property Development Co., Ltd. Annual Report 2008 50. Investment income Accumulated this yearAccumulated last year RMB Yuan RMB Yuan Long-term equity investment income 858,738,316 146,444,462 Incl. Gains recognized on equity basis 176,812,461 143,786,639 Income of disposal of long-term equity investment 681,925,855(Note) 2,657,823 Income of transactional financial assets (55,923,027) 1,983,691 Gains from sellable financial assets - ___________ 52,636,382 ___________ Total 802,815,289 ___________ 201,064,535 ___________ Note: It was caused by gains from disposal of Elite Trade Investment Limited, China Merchants Port Service (Singapore) Co., Ltd., and Xi’an China Merchants Property Co., Ltd. Details are available with Note 7, 8, 9, and 10. 51. Non-business income Accumulated this yearAccumulated last year RMB Yuan RMB Yuan Government subsidy (Note) 21,454,931 31,670,118 Write back of predicted debts 396,249 4,810,848 Profit from disposal of fixed assets 263,020 67,299,259 Gains from disposal of investment properties - 8,638,881 Income from penalties - 220,000 Others 2,059,167 __________ 17,333,260 ___________ Total 24,173,367 __________ 129,972,366 ___________ Note: See Note 56. 124 - - China Merchants Property Development Co., Ltd. Annual Report 2008 52. Non-operational expenditure Accumulated this yearAccumulated last year RMB Yuan RMB Yuan Predicted liability expenditure 7,450,000 - Outgoing donations 2,398,000 - Loss from fixed asset disposal 2,111,390 1,527,513 Others 557,066 _________ 1,215,698 _________ Total 12,516,456 _________ 2,743,211 _________ 53. Income tax Accumulated this yearAccumulated last year RMB Yuan RMB Yuan Income tax of current term 241,724,126 264,839,479 Deferred income tax (31,859,260) ___________ (5,530,145) __________ 209,864,866 ___________ 259,309,334 __________ Adjustments on income tax expenditure and accounting profit: Accumulated this yearAccumulated last year RMB Yuan RMB Yuan Accounting profit 1,301,864,971 1,454,440,222 Income tax expenditure calculated at 18% (previous year: 15%-25%) 234,335,695 425,660,575 Influence of taxes may not be neutralized by expenses 35,072,783 - Influence of tax-free income (148,368,640) (160,821,096) Influence of taxes not confirmed to neutralize loss and neutralizable provisional differences 84,666,570 (5,530,145) Change of balance of differed taxable asset/liabilities caused by change of tax rate(388,283) - Influence of inconsistency in tax rates of subsidiaries in other region 4,546,741 ___________ - ___________ Income tax expenses 209,864,866 ___________ 259,309,334 ___________ 125 - - China Merchants Property Development Co., Ltd. Annual Report 2008 54. Government subsidy Accumulated this yearAccumulated last year RMB Yuan RMB Yuan Income-related government subsidy received Refund of import VAT of electricity power (Note 1) 19,891,869 26,796,882 Water conservancy fund subsidy - 2,139,468 Tax refund (Note 2) 1,180,460 2,733,768 Conference activity subsidy (Note 3) 283,200 __________ - __________ Total 21,355,529 __________ 31,670,118 __________ Asset-related government subsidy received Government subsidy for pipe line reconstruction (Note 4) 2,936,789 __________ - __________ Total 2,936,789 __________ - __________ Government subsidy counted into current gain/loss account 21,454,931 __________ 31,670,118 __________ Government subsidy counted into differed gain/loss 2,837,387 __________ 2,936,789 __________ Note 1: As approved by the Ministry of Finance and National Tax Bureau General with document Cai-Guan-Shui [2008]6, in the period from January 1, 2008 to December 31, 2008, the electric power imported by Shenzhen China Merchants Power Supply Co., Ltd. from Hong Kong is on the basic amount of 560 million Kwh. The VAT on the amount lower than the basic amount will be refunded at 40%, where the amount beyond the basic amount is subject to the import VAT according to the regulations. Note 2: This was the tax refund received by Shanghai China Merchants Property Management Co., Ltd. according to the agreement engaged with Shanghai Hongkou District Government. Note 3: It was the conference activity allowance granted by Shenzhen Nanshan Culture Industry Development Office to Shenzhen China Merchants Property Co., Ltd. for the 4th Culture Fair held in Nanhai E-Cool. Note 4. It was the differed income formed by government grant received by Shenzhen China Merchants Water Supply Co., Ltd. for reconstruction of Shahexi DN1200 pipe lines and expanding engineering of Xili (Beihuan-Langshan) water pipe. 126 - - China Merchants Property Development Co., Ltd. Annual Report 2008 55. Earnings per share (1) At calculating of diluted earnings per share, the current net profit attributable to the common shareholders is: Accumulated this year Accumulated last year RMB Yuan RMB Yuan Net profit of current term attributable to the common shareholders 1,227,615,829 1,157,877,638 Diluted potential common share interest recognized to expenditure at current term The part attributable to common share holders after deducting of income tax influence - - Gains or expenses generated by converting of diluted potential common shares The part attributable to common share holders after deducting of income tax influence - ____________ - ___________ 1,227,615,829 ____________ 1,157,877,638 ___________ (2) At calculating of basic earnings per share, the denominator is the weighted average of common shares out in the market. The calculating process is as the following: Accumulated this yearAccumulated last year RMB Yuan RMB Yuan Common shares out in the market at beginning of year 1,267,300,503 928,234,008 Plus: Weighted amount of common shares issued this term 37,500,000 ____________ 146,642,525 ___________ Common shares issued 1,304,800,503 ____________ 1,074,876,533 ___________ (3) At calculating of diluted earnings per share, the weighted average of common shares out in the market is calculated as the following: Accumulated this yearAccumulated last year RMB Yuan RMB Yuan Weighted average of common shares used in calculating of basic earnings per share 1,304,800,503 1,074,876,533 Plus: Weighted average amount of common shares increased with assumption of the diluted potential common shares have been converted to current common shares - ____________ 67,869,084 ___________ Weight average amount of common shares used in calculating of diluted earning per share 1,304,800,503 1,142,745,617 ____________ ___________ 127 - - China Merchants Property Development Co., Ltd. Annual Report 2008 56. Net profit deducted non-recurring gain/loss Accumulated this year Accumulated last year RMB Yuan RMB Yuan Net profit 1,092,000,105 1,195,130,888 Plus: Non-recurring loss (Plus: gains) - Gain/loss of non-current assets disposal 22,343,267 (74,411,140) - Government subsidy (1,563,062) (4,873,236) - Writing back of impairment provisions provided in previous years (139,458) (4,835,235) - Net gain/loss of current term of enterprises under common control from - (15,095,325) the beginning of term till the date of merger - Non-business net gain/loss other than the above items 7,949,650 (21,142,964) - Influence of income tax on the non-recurring gain/loss (1,548,930) ____________ 15,237,383 ____________ Net profit deducted non-recurring gain/loss 1,119,131,845 1,090,010,371 Including: Net profit attributable to the shareholders of parent company 1,254,735,748 1,069,028,729 less non-recurring gain/loss Net profit after deducting of non-recurring gain/loss attributable to the (135,603,903) 20,981,642 minor shareholders Note: The net income of RMB702,420,752 from disposal of Nanjing International Finance Center – the property under possession of Nanjing Fucheng Property Development Co., Ltd., and the share equity of Elite Trade Investment Limited, Fucheng (China) Co., Ltd. and Nanjing Fucheng Property Development Co., Ltd., were not included in non-recurring gain/loss account. Gains from disposal of other subsidiaries have been included in non-recurring gain/loss. For details please see Note 7, 8, 9, 10, and 52. The Company adopts accounting on trading financial assets (liabilities), for avoiding of exchange rate fluctuation risks, the future foreign currency trading without transaction of principal are effective hedge operation of the Company relative to normal operation. Gain/loss from the fluctuation of fair value of these trading financial assets were RMB145,469,305 in the year, and the loss from due transaction of the contracts was RMB55,923,027. They were not included in non-recurring gain/loss. For details please see Note 8, 50, and 51. 57. Cash and cash equivalents End of Term Beginning of Term RMB Yuan RMB Yuan Cash 7,358,057,106 3,544,984,914 Incl: Cash in stock 67,837 127,307 Bank savings could be used at any time 7,357,958,898 3,544,429,053 Other monetary capital could be used at any time 30,371 ____________ 428,554 ____________ Balance of cash and cash equivalents 7,358,057,106 ____________ 3,544,984,914 ____________ Constrained cash and cash equivalents of the parent company and internal subsidiaries 31,076,441 ____________ 43,110,949 ____________ 128 - - China Merchants Property Development Co., Ltd. Annual Report 2008 58. Appendix of Cash Flow Statement Accumulated this yearAccumulated last year RMB Yuan RMB Yuan (1) Net profit adjusted to cash flow of business operation Net profit 1,092,000,105 1,195,130,888 Plus: Asset impairment provision 407,654,635 (4,678,993) Depreciation of fixed assets 32,215,882 47,064,415 Amortizing of intangible assets and investment properties 116,725,535 86,800,296 Amortizing of long-term expenses 13,505,728 3,496,991 Cash received from treatment of fixed assets, intangible assets and other long-term assets (less: gains) Loss of asset (Less: gains) 1,848,370 (74,410,627) Loss of fair value change (less: gains) (145,469,305) 50,589,723 Financial expenses 81,361,471 10,604,630 Invest losses (Less: gains) (802,815,289) (201,064,535) Decrease of differed income tax assets (less: increase) (31,859,260) (5,530,145) Decrease of inventory (Less: increase) (6,318,329,982) (8,639,776,066) Decrease of operational receivables (Less: increase) (231,303,360) (280,864,944) Increase of operational payables (Less: decrease) 1,766,715,417 ____________ 3,810,046,785 ____________ Cash flow generated by business operation, net (3,919,843,675) ____________ (4,002,591,582) ____________ (2) Investment and financing activities not involved in cash flow: Credit converted to investment - 12,080,000 Debt converted to capital shares - ____________ 1,386,468,648 ____________ (3) Change of cash and cash equivalents, net: Balance of cash at period end 7,358,057,106 3,544,984,914 Less: Initial balance of cash 3,544,984,914 919,405,741 Plus: Balance of cash equivalents at the period end - - Less: Initial balance of cash equivalents - ____________ - ____________ Net increasing of cash and cash equivalents 3,813,072,192 ____________ 2,625,579,173 ____________ 129 - - China Merchants Property Development Co., Ltd. Annual Report 2008 59. Other cash flow related to business operation Items Accumulated this yearAccumulated last year RMB Yuan RMB Yuan Other cash received from business operation Operational trade money received 578,643,021 947,782,767 Project deposit received 115,116,320 320,489,499 Operational provisional money received 117,299,353 450,498,500 Interest received 43,390,638 6,133,373 Others 33,477,228 ____________ 31,364,586 ____________ Sub-total 887,926,560 ____________ 1,756,268,725 ____________ Other cash paid for business activities Operational trade money paid 75,176,475 123,313,094 Cash paid for administrative expenses 102,743,738 110,771,981 Project deposit refunded - 126,045,502 Cash paid for sales expenses 141,705,051 76,214,765 Others 17,076,652 ____________ 21,223,684 ____________ Sub-total 336,701,916 ____________ 457,569,026 ____________ 60. Other cash flow related to investment activities Items Accumulated this yearAccumulated last year RMB Yuan RMB Yuan Other cash paid for investment activities Cash retrieved from foreign currency future trade 54,886,338 ___________ 19,910,931 __________ 130 - - China Merchants Property Development Co., Ltd. Annual Report 2008 61. Merger of companies The Company is one of the merged parties under different control Merged parties under different control of the Company happened in 2008 are as the followings: (1) Profile of Shanghai China Merchants Property Co., Ltd. – the merged party: For details please go to Note 7. (2) Financial highlights of Shanghai CM Fengrui Property Ltd. Date of purchase December 31, 2007 Book value fair value Book value fair value RMB Yuan RMB Yuan RMB Yuan RMB Yuan Recognizable asset: Current Assets 10,002,000 10,002,000 10,010,125 10,117,727 Non-current assets - __________ - __________ - _________ - __________ Sub-total 10,002,000 __________ 10,002,000 __________ 10,010,125 _________ 10,117,727 __________ Recognizable liability: Current Liabilities 2,000 2,000 121,635 117,727 Non-current liabilities - __________ - __________ - _________ - __________ Sub-total 2,000 __________ 2,000 __________ 121,635 _________ 117,727 __________ Total of net assets 10,000,000 __________ 10,000,000 9,888,490 _________ 10,000,000 __________ Less: Minor shareholders’ equity 2,000,000 __________ Equity attributable to owners of the company 8,000,000 Less: Consideration paid to purchase 7,000,000 Equity obtained in previous years 1,000,000 __________ Goodwill - __________ Shenzhen China Merchants Property Co., Ltd. used cash for consideration of merger. The book value and fair value of consideration paid at merger day were RMB7,000,000. Amount RMB Yuan Cash and cash equivalents paid as considerations 7,000,000 Less: Cash and cash equivalents hold by the company being merged 1,747,760 _________ Cash and cash equivalents paid to acquire subsidiaries 5,252,240 _________ 131 - - China Merchants Property Development Co., Ltd. Annual Report 2008 62. Merger of companies - continues (1) The Company is one of the merged parties under different control (3) Business results and net cash flow of Shanghai CM Fengrui Property Ltd. from the merger day to the end of the current term : From day purchased to end of the term when merged RMB Yuan Turnover - Operation cost and expenses - Total profit - Net profit Net cash flow for business activities (8,262,365) Net cash flow for investment - Net cash flow of financing - Net increase of cash and cash equivalents (8,262,365) 62. Disposal of subsidiaries The Company disposed the following subsidiaries (details of disposed subsidiaries are available in Note 7), thus they were not included in the consolidated balance sheet ended December 31, 2008. But the business performance and cash flow realized prior to the day of disposal were reflected in the consolidated income statement and cash flow statement of year 2008. (1) Financial situation at the disposal day and December 31, 2007 and the business performance from January 1, 2008 to the disposal day were as the followings: Disposal day Dec. 31 2007 RMB Yuan RMB Yuan China Merchants Port Service (Singapore) Co., Ltd. Current Assets 62,141,103 62,141,103 Non-current assets - - Current Liabilities - - Non-current liabilities - - Fucheng (China) Ltd. (Note *1) Current Assets 738 69,497,643 Non-current assets 38,150,256 72,757,677 Current Liabilities - 79,554,618 Non-current liabilities - - Nanjing Fucheng Real-estate Development Co., Ltd. Current Assets 903,905,055 619,081,390 Non-current assets 35,775,965 45,892,772 Current Liabilities 901,439,099 521,879,917 Non-current liabilities - 68,120,521 132 - - China Merchants Property Development Co., Ltd. Annual Report 2008 63. Disposal of subsidiaries – continue (1) Financial situation at the disposal day and December 31, 2007 and the business performance from January 1, 2008 to the disposal day were as the followings: -continues Disposal day Dec. 31 2007 RMB Yuan RMB Yuan Elite Trade Investment Limited Current Assets - 1,580 Non-current assets 39,049,987 - Current Liabilities 738 1,565 Non-current liabilities - - Xi’an CM Property Management Co., Ltd. Current Assets 2,939,870 3,524,246 Non-current assets 157,139 368,257 Current Liabilities 1,804,641 2,263,342 Non-current liabilities 230,753 461,505 Jan 1 2008 to disposal day RMB Yuan China Merchants Port Service (Singapore) Ltd. (Note) Fucheng (China) Ltd. (Note *1) Turnover - Operation cost and expenses 1,359,380 Total profit 37,292,983 Net profit 37,292,983 Net cash flow for business activities (40,648,139) Net cash flow for investment 74,147,033 Net cash flow of financing (33,523,271) Influence of exchange rate on cash flow (852) Net increase of cash and cash equivalents (25,229) 133 - - China Merchants Property Development Co., Ltd. Annual Report 2008 63. Disposal of subsidiaries – continue (1) Financial situation at the disposal day and December 31, 2007 and the business performance from January 1, 2008 to the disposal day were as the followings: -continues Jan 1 2008 to disposal day RMB Yuan Nanjing Fucheng Real-estate Development Co., Ltd. Turnover 16,707,970 Operation cost and expenses 16,807,509 Total profit (5,636) Net profit (5,636) Net cash flow for business activities (77,283,851) Net cash flow for investment (152,486,863) Net cash flow of financing 271,503,099 Influence of exchange rate on cash flow (351) Net increase of cash and cash equivalents 41,732,034 Elite Trade Investment Limited Turnover - Operation cost and expenses 752 Total profit (752) Net profit (752) Net cash flow for business activities 26 Net cash flow for investment - Net cash flow of financing - Influence of exchange rate on cash flow (96) Net increase of cash and cash equivalents (70) Xi’an CM Property Management Co., Ltd. Turnover 1,436,146 Operation cost and expenses 1,433,889 Total profit - Net profit - Net cash flow for business activities (588,656) Net cash flow for investment - Net cash flow of financing 1,917,874 Influence of exchange rate on cash flow - Net increase of cash and cash equivalents 1,329,218 Note: China Merchants Port Service (Singapore) Ltd. was cleared in 2007, thus the business performance and cash flow in the period from Jan 1, 2008 to the disposal day were zero. 134 - - China Merchants Property Development Co., Ltd. Annual Report 2008 63. Disposal of subsidiaries – continue (1) Cash flow information about the disposal of subsidiaries Amount RMB Yuan Price of subsidiary disposal 881,815,665 Cash and cash equivalents received from disposal of subsidiaries 724,948,365 Less: Cash and cash equivalent under possession of subsidiaries 43,053,953 ___________ Net cash received from disposal of subsidiaries 681,912,273 ___________ 63. Segment report For the risks and returns are mainly influenced by the differences of products and services, the Company takes business segment as the main form of report, whereas geographic segment as the secondary form of report. (1) Main report form – business division Property Property Unclassified Neutralized between Year 2008 Public sector Others Total development management projects segments RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan Income from external trade 2,515,297,197 752,896,356 300,650,098 4,340,549 - - 3,573,184,200 Income among the segments - 6,016,088 14,828,208 - - (20,844,296) - _____________ ____________ ____________ ____________ ____________ ______________ ____________ Total of turnover 2,515,297,197 _____________ 758,912,444 ____________ 315,478,306 ____________ 4,340,549 ____________ ____________- (20,844,296) ______________ 3,573,184,200 ____________ Operational expenses 2,339,596,056 _____________ 555,564,783 ____________ 299,921,327 ____________ 26,109,221 ____________ ____________- (20,844,296) ______________ 3,200,347,091 ____________ Operation profit 175,701,141 _____________ 203,347,661 ____________ 15,556,979 ____________ (21,768,672) ____________ 917,370,951 ____________ ______________- 1,290,208,060 ____________ Total of assets 31,036,058,438 _____________ 1,686,432,986 ____________ 270,294,888 ____________ 23,650,206,507 ____________ 1,748,248,987 ____________ (20,976,084,196) ______________ 37,415,157,610 ____________ Total of liability 25,251,525,806 _____________ 113,443,855 ____________ 199,640,697 ____________ 4,315,817,959 ____________ 12,231,306,485 ____________ (20,976,084,196) ______________ 21,135,650,606 ____________ Depreciation and amortized 140,476,587 19,511,596 1,693,532 765,430 - - 162,447,145 expenses Impairment recognized in 406,032,595 1,616,756 5,284 - - - 407,654,635 current term Capital expenditure Incl. Expenditure of 98,096,831 18,643,315 - - - - 116,740,146 construction-in-process Expenditure for purchasing of 45,411,967 1,433,707 1,976,592 93,173 - - 48,915,439 fixed assets Expenditure for purchasing of 9,280 - - - - - 9,280 intangible assets Expenditure for purchasing of 849,893 - - - - - 849,893 investment property Property Property Neutralized between Year 2007 Public sector Others Total development management segments RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan Income from external trade 3,127,608,625 727,909,311 244,112,444 12,014,288 - 4,111,644,668 Income among the segments - 4,478,913 14,604,456 - (19,083,369) - External business costs 1,425,622,833 560,711,664 200,986,343 10,913,479 (19,083,369) 2,179,150,950 Periodic expenses 187,382,848 (7,915,078) 19,827,291 46,486,484 - 245,781,545 Operation profit 1,187,283,357 178,528,561 25,063,179 1,027,638,471 (1,091,302,501) 1,327,211,067 _____________ ____________ ___________ _____________ _____________ _____________ _____________ ____________ ___________ _____________ _____________ _____________ Total of assets 23,209,258,198 1,705,449,806 269,369,941 18,995,115,070 (19,072,029,333) 25,107,163,682 _____________ ____________ ___________ _____________ _____________ _____________ _____________ ____________ ___________ _____________ _____________ _____________ Total of liability 19,349,482,365 1,071,438,786 179,560,444 10,828,288,869 (15,466,351,510) 15,962,418,954 _____________ ____________ ___________ _____________ _____________ _____________ _____________ ____________ ___________ _____________ _____________ _____________ Supplementary info. Depreciation and amortized expenses 100,634,240 22,902,462 1,591,956 8,736,052 - 133,864,710 Impairment recognized in current term (2,971,637) 40,047 (52,202) (1,695,201) - (4,678,993) Capital expenditure Incl. Expenditure of construction-in-process 90,646,540 14,743,795 - - - 105,390,335 Expenditure for purchasing of fixed assets 48,811,237 3,045,461 1,529,250 80,372 - 53,466,320 Expenditure for purchasing of intangible 38,841,881 - - - - 38,841,881 assets 135 - - China Merchants Property Development Co., Ltd. Annual Report 2008 64. Segment report - continues (2) Secondary report form Most of the Company’s business are located in the mainland of China, thus no geographic segment information is provided. 64. Related parties and transactions (1) Controlling related parties Portion of Share Organization Registered Registered Name of companies Business property voting proportion code address capital rights % RMB’000 Establishment China Merchants Shekou and management 10001146-0 Shenzhen 2,236,000 42.58% 42.58% Industrial Zone Co., Ltd. of various types of enterprises. The ultimate controlling party of the Group is China Merchants Group Co., Ltd. The parent company and the ultimate controlling party of the Group do not provide financial statements to outsiders. (2) Information regarding the subsidiaries are available with Note 7. (3) Other related parties have trades with the Company but without controlling relationships are: Relationship Shenzhen China Merchants Landmark Co., Ltd. Subsidiary of the parent company China Merchants Port Service (Shenzhen) Ltd. Subsidiary of the parent company Shenzhen Beike Venture Co., Ltd. Subsidiary of the parent company Dafeng International Holdings Subsidiary of the parent company Under common substantial controlling China Merchants Group (HK) Ltd. shareholder China Merchants Hanghua Technologies and Trade Center Co., Under common substantial controlling Ltd. shareholder Under common substantial controlling China Merchants Logistics Holdings Co., Ltd. shareholder Under common substantial controlling China Merchants Securities Co., Ltd. shareholder Under common substantial controlling China Merchants International (China) Investment Co., Ltd. shareholder 136 - - China Merchants Property Development Co., Ltd. Annual Report 2008 65. Related parties and transactions - continues (1) Other related parties have trades with the Company but without controlling relationships are - continues Relationship China Merchants Landmark Co., Ltd. Same controlling shareholder Shenzhen Beike Chuangye Co., Ltd Same controlling shareholder Dafeng International Holdings Same controlling shareholder China Merchants Logistics Group Co., Ltd. Same controlling shareholder Shenzhen Shekou Dazhong Investment Co., Ltd. Same controlling shareholder China Merchants Hanghua Technologies and Trade Center Co., Same controlling shareholder Ltd. Hong Kong Chinese Businessman Property Co., Ltd. Same controlling shareholder Under common substantial controlling China Merchants Port Service (Shenzhen) Ltd shareholde Under common substantial controlling China Merchants Group (Hong Kong) Co. Ltd. shareholde Under common substantial controlling China Merchants Securities Co. Ltd shareholde Under common substantial controlling China Merchants International (China) Investment Co., Ltd shareholde Under common substantial controlling Hong Kong Chinese Businessman Property Co., Ltd. shareholder Under common substantial controlling China Merchants Zhangzhou Development Zone Co.Ltd\ shareholder Under common substantial controlling China Merchants Development Co., Ltd. shareholder Shenzhen China Merchants OCT Investment Co., Ltd. Joint company of the Company Beijing Hengshihuarong Real-estate Development Co., Ltd. Affiliate company Shenzhen China Merchants Guangming Technologies Zone Ltd. Affiliate company Tianjin Xinhai Real Estate Development Co., Ltd. Affiliate company Director, general manager and vice general manager Key management (4) The following material related transactions have occurred between the Company and the related parties in this year (a) Leasing expenditures Accumulated this yearAccumulated last year RMB Yuan RMB Yuan China Merchants Sekou Industrial Zone Co., Ltd. (Note 1) 22,024,280 15,142,760 China Merchants Landmark Co., Ltd. (Note 2) 3,468,317 __________ 3,173,626 __________ Total 25,492,597 __________ 18,316,386 __________ Note 1: Shenzhen China Merchants Property Co., Ltd., Shenzhen China Merchants Water Supply Co., Ltd., Shenzhen China Merchants Power Supply Co., Ltd. – the subsidiaries of the Company paid the land using fee for year 2008, and rental for Nanhai E-cool block 1, 3, 5 from September to December 2008 to CMSIZ. Note 2: It was the rental of employees’ hall of residence located at 45 Taizi Road paid by Shenzhen China Merchants Property Co., Ltd., and China Merchants Property Management Co., Ltd. to Shenzhen China Merchants Landmark Co., Ltd. for year 2008. 137 - - China Merchants Property Development Co., Ltd. Annual Report 2008 65. Related parties and transactions - continues (4) The following material related transactions have occurred between the Company and the related parties in this year - continues (b) Rental income Accumulated this year Accumulated last year RMB Yuan RMB Yuan China Merchants Sekou Industrial Zone Co., Ltd. (Note 1) 12,587,319 3,281,811 China Merchants International (China) Investment Co., Ltd. (Note 2) 3,039,435 - China Merchants Landmark Co., Ltd. (Note 1) 2,327,066 559,045 China Merchants Logistics Group Co., Ltd. (Note 2) 1,111,074 774,380 Shenzhen Beike Chuangye Co., Ltd. (Note 3) 670,000 670,000 China Merchants Port Service (Shenzhen) Ltd. - __________ 10,573,509 __________ Total 19,734,894 __________ 15,858,745 __________ Note 1: Shenzhen China Merchants Property Co., Ltd.– the subsidiary of the Company received rental for New Age Plaze from January to December 2008 to CMSIZ. Note 2: Rental received by Shenzhen China Merchants Property Co., Ltd. from the above companies for period from January to December 2008. Note 3: This was the differed rental income of Shenzhen China Merchants Property Co., Ltd. from Shenzhen Beike Chuangye Co., Ltd. for the house in Beike Chuangye Building located at Industry Road, Shekou. China Merchants Property Co., Ltd. received RMB10,000,000 for the rent at one off in 2000, and transferred RMB 670,000 yuan each year since that year. By December 31, 2008, the Company’s deferred rental income amounted to RMB3,650,020 Yuan. The above transactions are implemented according to agreement price. 138 - - China Merchants Property Development Co., Ltd. Annual Report 2008 65. Related parties and transactions - continues (4) The following material related transactions have occurred between the Company and the related parties in this year - continues (c) Income from power supply and water supply. The subsidiary of the Company Shenzhen Water Works Co., Ltd. provided life and industrial water to China Merchants Shekou Industrial Zone Co., Ltd and its subsidiaries. The subsidiary of the Company Shenzhen China Merchants Power Supply Co., Ltd provided life and production power to China Merchants Shekou Industrial Zone Co., Ltd and its controlling subsidiaries. The above transactions are implemented according to agreement price. (d) Purchasing of assets Accumulated this year Accumulated last year RMB Yuan RMB Yuan China Merchants Shekou Industrial Zone Co., Ltd. 2,084,273,988(Note 1) 120,708,800 Shenzhen China Merchants Landmark Co., Ltd. 192,924(Note 2) ____________ ____________ 880,960,475 Total 2,084,466,912 ____________ 1,001,669,275 ____________ Note 1: In February 2008, Shenzhen China Merchants Property Co., Ltd. signed the “Land Using Right Confirmation Contract” with CMSIZ regarding the land using rights of Garden City Digital Building, Garden City Phase V, Technical Building Phase II, Wuzi Apartment, China Merchants Plaza, and Yongjingwan. By this contract, Shenzhen China Merchants Property Co., Ltd. accept the land using rights of these projects, with price of RMB2,601,810,000 in total. In December 2008, CMSIZ reduced the price of above six pieces of land by RMB519,957,200 according to “The letter about reducing of the considerations of land using rights”. Thus the land price payable was reduced to RMB2,081,852,800 thereafter. Up to year 2008, the payment made was RMB2,052,593,200. In January 2008, Shenzhen China Merchants Power Supply Co., Ltd. entered the “Land Using Right Confirmation Contract” with CMSIZ regarding the land using rights of land piece T102-0183 located to the south of Qianhaiwan Logistics Garden and west of Xinghai Road, the land is used for 110KV transforming station, and the price was RMB2,421,188. Note 2: It was the price paid by Shenzhen China Merchants Property Co., Ltd. to Shenzhen China Merchants Landmark Co., Ltd. for purchasing of cars. 139 - - China Merchants Property Development Co., Ltd. Annual Report 2008 65. Related parties and transactions - continues (4) The following material related transactions have occurred between the Company and the related parties in this year - continues (e) Guarantee and assurance End of Term Beginning of Term RMB Yuan RMB Yuan China Merchants Sekou Industrial Zone Co., Ltd. (Note 1) 1,741,133,590 2,008,272,414 China Merchants Group (HK) Co., Ltd. (Note 2) 1,324,408,935 852,197,019 Dafeng International Inc., a wholly owned subsidiary of China Merchants Shekou Industrial Zone Co., Ltd., provided clearance assurance for the long-term foreign currency exchange in ING Bank N.V., Hong Kong Branch conducted by Hong Kong Eureka Investment Co., Ltd. Note 1: China Merchants Shekou Industrial Zone Co., Ltd. provided RMB610,000,000 of loan guarantee for the company; RMB 590,000,000 of loan guarantee for Shenzhen China Merchants Property Co., Ltd.; RMB40,000,000 of loan guarantee for Shanghai Fengyang Property Development Co., Ltd.; RMB100,000,000 for Tianjing China Merchants Property Co., Ltd.; USD24,380,000 (RMB166,627,548) for Shenzhen China Merchants Power Supply Co., Ltd.; RMB24,000,000 for Suzhou China Merchants Nanshan Property Co., Ltd. CMSIZ also provided guarantee of RMB146,266,963 for the guaranteed payment of Shenzhen China Merchants Property Co., Ltd.; and RMB6,070,029 for the guaranteed payment of Tianjiang China Merchants Property Co., Ltd. CMSIZ provided guarantee of RMB58,169,050 for the accepted bank draft to Shenzhen China Merchants Property Co., Ltd. Note 2: It was the guarantee provided by China Merchants Group (HK) Co., Ltd. to Jiarui Investment Co., Ltd. for bank loans. (j) Entrusted loan Rate of the Interest Name of the parties End of Term Loan terms year paid RMB Yuan RMB Yuan China Merchants Sekou Industrial 300,000,000 June 2 2008 – June 1 2010 7.560% 13,356,000 Zone Co., Ltd. (Note 1) China Merchants Sekou Industrial Sept. 25 2008 to Sept. 24 Zone 300,000,000 7.290% 5,892,750 2010 Co., Ltd. (Note 2) Note 1: As entrusted by CMSIZ, China Industrial & Commercial Bank Shekou Branch provided entrusted loans to the Company. Note 2: As entrusted by CMSIZ, China Agriculture Bank Nanshan Branch provided entrusted loans to the Company. 140 - - China Merchants Property Development Co., Ltd. Annual Report 2008 65. Related parties and transactions - continues (4) The following material related transactions have occurred between the Company and the related parties in this year - continues (k) Balance of debts and credits Detailed information on the balance of credit and debt between the related parties and the Company, as follows: Beginning of Accounts Name of the parties End of Term Term RMB Yuan RMB Yuan Other account Shenzhen China Merchants OCT Investment Co., Ltd. 261,728,182 194,152,935 receivable Beijing Hengshihuarong Real-estate Development Co., Ltd. 206,243,158 210,679,716 ___________ ___________ ___________ Total ___________ 467,971,340 404,832,651 ___________ ___________ Account payable ___________ China Merchants Shekou Industrial Zone Co., Ltd. ___________ 82,395,024 5,338,724 ___________ ___________ Other account payable CM Zhangzhou Development Zone Ltd. 200,850,000 8,621,528 Tianjin Xinhai real Estate Development Co., Ltd. 117,331,399 63,431,399 Shenzhen China Merchants Guangming Technologies Zone Ltd. 6,563,954 22,895,913 China Merchants Securities Co., Ltd. 2,000,000 - China Merchants Hanghua Technologies and Trade Center Co., 1,973,777 - Ltd. Dafeng International Holdings - 175,310,400 China Merchants Shekou Industrial Zone Co., Ltd. ____________- 4,852,099 ___________ ____________ Total ___________ 328,719,130 275,111,339 ____________ ___________ Dividend payable Shenzhen Shekou Dazhong Investment Co., Ltd. - 20,913,265 Hong Kong Chinese Businessman Property Co., Ltd. - 1,482,316 China Merchants Development Co., Ltd. - 143,997 Shenzhen China Merchants Landmark Co., Ltd. ____________- 80,391 ___________ Total ____________- 22,619,969 ___________ 141 - - China Merchants Property Development Co., Ltd. Annual Report 2008 65. Related parties and transactions - continues (4) The following material related transactions have occurred between the Company and the related parties in this year - continues (m) Transactions with affiliates Balance of capital Principal lend out / Interest of capital Returned this Balance of capital Name of the parties adopted at the beginning borrowed in in current adopted in current year year adopted at end of year of year year RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan Dafeng International Holdings (175,310,400) (799,673,143) (45,030,883) 1,020,014,426 - Shenzhen China Merchants OCT 194,152,935 151,321,437 9,761,780 (93,507,970) 261,728,182 Investment Co., Ltd. ___________ ___________ __________ ____________ ___________ Total 18,842,535 ___________ (648,351,706) ___________ (35,269,103) __________ 926,506,456 ____________ 261,728,182 ___________ (n) Collective investment In December 2008, Shenzhen China Merchants Property Co., Ltd. and Shenzhen China Merchants Financial Service Co., Ltd, - the related party, setup Beijing Kanglade Property Development Co., Ltd. jointly. The above parties hold 60% and 40% of the shares of the new company respectively. (o) Remunerations of key managements Accumulated this year Accumulated last year RMB Yuan RMB Yuan Remunerations of key managements 9,903,266 _________ 10,638,718 __________ 65. Financial Instruments and Risk Management Financial instruments adopted by the Company are available-for-sale financial assets, long-term equity investments, loans, account receivable, account payable, transactional financial liabilities, and convertible bonds. Details of these financial instruments are available in respective notes herein. Risks attached to these financial instruments and the risk management policies adopted by the Company are illustrated hereafter. The executive team of the Company have been monitoring and controlling over the risk exposures to constrain them in a certain extent. 1. Objective and policies of risk management The objective of the Company’s risk management is to achieve a balance between the risk and gains. Constrain the negative influence on business operation to the lowest limit, and maximum the interests of shareholders and other equity holders. With regard to this target, the basic policies of the Company are; locate and analyse the risks, set appropriate bottom line for risks, and manage and monitor on each risk and constrain them in a certain extent. 142 - - China Merchants Property Development Co., Ltd. Annual Report 2008 66. Financial Instruments and Risk Management - continues 1.1 Market risk 1.1.1 Foreign currency risk Foreign currency risks are those generated by vibration of exchange rates. Foreign currency risks of the Company are mainly involved with Hong Kong Dollar, Singapore Dollar, and US Dollar. Except for the overseas subsidiaries of the Company incorporated in Hong Kong Special Executive Zone and other countries, which are doing their businesses by local currencies, all other main business operations of the Company are in Renminbi. As of December 31, 2008, except for the following assets which are demonstrated in Hong Kong Dollar, Singapore Dollar, and US Dollar, all of the other assets and liabilities of the Company are demonstrated in RMB. Foreign currency risks brought by these assets and liabilities in foreign currencies may influence the Company’s business performance. End of Term Beginning of Term RMB Yuan RMB Yuan Monetary capital 491,624,844 113,278,537 Other account receivable 108,790,311 120,096,375 Account payable - 77,382,450 Other account payable 751,219,269 174,220,230 Short-term loans 1,488,956,278 2,231,531,334 Long-term borrowings 1,324,408,935 365,235,019 Trade contract of future foreign currency without handover of principal 1,838,644,092 2,023,330,372 The Company pays close attention on the influences of exchange rate vibration. 1.1.2 Interest rate risk The Company’s loans are mainly in Renminbi, and foreign currency loans are just auxiliary measures. Foreign currency loans are mainly floating rate loans in USD and HKD without being influenced by adjustment of basic interest rate done by People’s Bank of China. As for loans in RMB, the Company eliminated the influence of increasing interest rate to a certain extent by obtaining fix rate loans in advance and raise the portion of fix rate loans in the whole loans, in both arrangements of short-term and long-term loans. 1.1.3 Other price risks The financial assets available to sale (see Note 15) held by the Company are measured at their fair value at the balance sheet day. Thus the Company is exposed to the risks of securities market vibration. So far the Company adopted no countermeasures to minimize financial asset price change risks. 1.2 Credit risks As at December 31, 2008, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure to discharge an obligation by the counter parties or debtors is arising from: - the carrying amount of the respective recognized financial assets as stated in the consolidated balance sheet; As for the financial instruments measured by fair value, the book values are reflecting the exposure to risks, though they are not the biggest exposures. The biggest exposures change along with the change of future fair values. 66. Financial Instruments and Risk Management - continues 1.2 Credit risks - continue - The financial guarantee contract amount disclosed in Note 68 – Contingent Issues. In order to minimize the credit risk, the management of the Group has delegated a team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at each balance sheet date to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the directors of the Company consider that the Group’s credit risk is significantly reduced. 143 - - China Merchants Property Development Co., Ltd. Annual Report 2008 The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies. The Company adopted necessary policies to make sure that all clients and customers are attributed with merit credit records. 1.3 Liquidity risk In the management of the liquidity risk, the Company monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Company’s operations and mitigate the effects of fluctuations in cash flows. The management monitors the utilization of bank borrowings and ensure the loan contracts are properly exercised. The Company uses bank loans as main capital resources. On December 31, 2008, the bank loan credit used was RMB19,379,230,000. The due dates of financial liabilities held by the Company on retained contract liabilities without discounted to cash is as the followings: Book value Gross value within 1 yr 1-5 years over 5 yrs RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan Account receivable 107,177,879 107,177,879 107,177,879 - - Other receivables 778,506,128 778,506,128 778,506,128 - - Hold-for-sale finacial assets 1,743,773 1,743,773 1,743,773 - - Long-term receivable 971,960,034 994,476,849 - 994,476,849 - Loans (12,231,272,185) (12,231,272,185) (5,423,956,278) (6,807,315,907) - Notes payable (143,287,841) (143,287,841) (143,287,841) - - Account payable (1,863,688,472) (1,863,688,472) (1,863,688,472) - - Other account payable (3,154,569,035) (3,154,569,035) (3,154,569,035) - - _____________ _____________ ____________ ____________ - Total: (15,533,429,719) (15,510,912,904) (9,698,073,846) (5,812,839,058) - 2. Fair value Fair value of financial assets and financial liabilities are decided by the ways as provided hereafter: - Fair values of financial assets and financial liabilities complying with standard conditions and with active market are decided respectively with reference to the current prices of the active market and current offers; - Fair value of other financial assets and financial liabilities are recognized by general pricing matrix on future discounted cash flow basis, or recognized by observable current market prices; - Fair values of derivate instruments are determined by the public offer in the active market. The management of the Company deems that, the book values of financial assets and financial liabilities measured by amortized costs are close to the fair values of these assets and liabilities. 66. Contingent issues As of December 31 2008, the Company has provided guarantees for property mortgages to the banks totalled to RMB177,089,955 (December 31, 2007: RMB96,783,374). This issue makes no material influence on the financial situations of the report term and the period after the report term. 67. Commitments (1) Capital commitments End of Term Beginning of Term RMB Yuan RMB Yuan 144 - - China Merchants Property Development Co., Ltd. Annual Report 2008 Signed but not yet recognized in the financial statements －Real estate development projects 3,061,514,027 993,273,443 －Investment commitment to the outside - 150,000,000 - Commitment made for purchasing of fixed assets 3,613,318 ___________ - ____________ 3,065,127,344 ___________ 1,143,273,443 ____________ (2) . Commitment of operational lease By the balance sheet date, information on irrevocable operation lease contract signed with outside, as follows: End of Term Beginning of Term RMB Yuan RMB Yuan Minimum lease payments of irrevocable operation lease: The first year since the balance sheet date. 34,918,208 14,965,478 The Second years since the balance sheet date. 25,158,847 12,662,654 The Third years since the balance sheet date. 22,869,126 7,501,727 The following years. 177,107,023 ___________ 44,656,406 ___________ Total 260,053,204 ___________ 79,786,265 ___________ 145 - - China Merchants Property Development Co., Ltd. Annual Report 2008 68． Commitments - continues (2) Other commitment issues In April 2008, Shenzhen China Merchants Property Co., Ltd. and Beijing Jiaming Property Development Co., Ltd. won the bidding for land using rights of five pieces of land titled CY-01, CY-02, CY-09, CY-07, and CY-10 located in Changping District Beijing (Chenyingxincun to the east, Qinghe to the south, green land and Beijing Military Production Base to the west, Jingyun Garden and Beijing Military Production Base to the north), the price was RMB1.65 billion. After winning of the above land, the above two company entered the “Supplementary Agreement on Land Development and Construction” with Ronghe Property Co., Ltd. – the primary developer. According to the agreement, Shenzhen China Merchants Property Co., Ltd. and Beijing Jiaming Property Development Co., Ltd. are responsible to provide the Council of Chenying Village 20,000 square meter of commercial building and 6,000 square meter of resident building at price of RMB6,000 per square meter upon completion of construction. Location of these properties shall to the consent and acceptance of the Council of Chenying Village. In April 2008, China Merchants Jiaming (Beijing) Property Development Co., Ltd. – the subsidiary of the Company, Beijing Construction Committee, and Beijing National Land Resource Administration entered the “Agreement on construction of ‘low-price mid-small suite’ property product”, by which all of the parties agreed to construct 200 thousand square meter of ‘low-price mid-small suite’ houses in Chenying Village, Dongxiaokou Town, Changping Disctrict, along with auxiliary facilities and commercial facilities. The sales price of such ‘low-price small-suite’ will be limited to RMB6500 per construction square meter, and only allowed to sell these properties to the objects decided by Beijing Construction Committee, and Beijing National Land Resource Administration. In April 2008, China Merchants Jiaming (Beijing) Property Development Co., Ltd. entered the “Agreement on construction of low-rental properties” with Beijing Construction Committee, by which the company will construct 20 thousand square meter of low-rental properties in Chenying Village, Dongxiaokou Town, Changping along with living facilities and commercial facilities. These properties will be purchased one off by Beijing Construction Committee or other department assigned by the Government at price of RMB4400 per square meter. The low-rental properties will under the possession of the government. 68. None adjustment items in the post balance sheet items In January 2009, Beijing Kanglade Property Development Co., Ltd. – the subsidiary of the Company, and Beijing Hengshihuarong Property Development Co., Ltd. – the affiliate of the Company, entered the “Land and project transferring contract for the land piece to the south of Jiaming Center, Baijiazhuang Xili, Chaoyang District, Beijing”, by which Kanglade acquired the land using right and project development right of Baijiazhuang Hotel project. The said property was transferred with price of RMB377.76 million. 146 - - China Merchants Property Development Co., Ltd. Annual Report 2008 69. Notes to major items in financial statements of the parent company (1) Other account receivable (a) Age analysis of other receivable accounts End of Term Beginning of Term Bad debt Bad debt Amount Proportion Book value Amount Proportion Book value provision provision RMB Yuan % RMB Yuan RMB Yuan RMB Yuan % RMB Yuan RMB Yuan within 1 yr 14,588,369,018 100 - 14,588,369,018 9,790,070,734 100 - 9,790,070,734 1-2 yrs _____________- ___- _________- _____________- 514,500 ____________ ___- _________- 514,500 ____________ Total 14,588,369,018 _____________ 100 ___ _________- 14,588,369,018 _____________ 9,790,585,234 ____________ 100 ___ _________- 9,790,585,234 ____________ (b) Other receivable accounts are classified as the following End of Beginning of Term Term Bad debt Bad debt Basis of Amount Book value Amount Book value provision provision categorizing RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan Single sum Single account with over 14,581,472,247 - 14,581,472,247 9,781,885,244 - 9,781,885,244 large amount RMB10 mil. Single account without large amount but with aged over 3 - - - - - - greater risks after yrs combined with credit features Other minor 6,896,771 - 6,896,771 8,699,990 - 8,699,990 Others accounts _____________ ________ _____________ ____________ _________ ____________ Total 14,588,369,018 _____________ ________- 14,588,369,018 _____________ 9,790,585,234 ____________ _________- 9,790,585,234 ____________ 147 - - China Merchants Property Development Co., Ltd. Annual Report 2008 70. Notes to major items in financial statements of the parent company - continues (2) Long-term share equity investment (a) Details of long-term equity investments New Equity Cash Other Initial Beginning of Name of invested companies investment adjusted dividend decrease in End of Term investment Term this year this year this year this year RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan RMB Yuan On equity basis Shenzhen CM Guangming Technologies 98,000,000 94,369,571 - (3,945,297) - - 90,424,274 Garden Co., Ltd. On cost basis Shanghai China Merchants Properties Co., 3,000,000 996,065 - - - 2,003,935 3,000,000 Ltd. Shenzhen CM Property Consultancy Ltd. 400,000 3,914,922 - - - (3,514,922) 400,000 Shenzhen City Main Plaza Investment Co., - 1,310,651 - - - (1,310,651) - Ltd. Shanghai China Merchants Real-estates Co., 3,000,000 3,000,000 - - - - 3,000,000 Ltd. CMRE 106,000,000 692,841,461 - - - - 692,841,461 Shenzhen CM Power Supply Co., Ltd. 57,000,000 119,791,233 - - - - 119,791,233 Shenzhen CM Water Supply Co., Ltd. 43,000,000 127,209,610 - - - - 127,209,610 Shenzhen China Merchants Xin’an Properties 25,000,000 20,822,211 - - - - 20,822,211 Co., Ltd. Singapore CM Port Service (Singapore) Ltd. (Note) Dollar 88,784,955 - - - (88,784,955) - 15,000,000 Eureka Investment Ltd. HKD20,000,000 20,180,700 - - - (261,400) 19,919,300 China Merchants Garden City (Beijing) Real 20,000,000 18,000,000 - - - - 18,000,000 Estate Development Co., Ltd. CM Property (Beijing) Ltd. 20,000,000 18,000,000 - - - - 18,000,000 China Merchants (Suzhou) Co., Ltd. 30,000,000 27,000,000 - - - - 27,000,000 CM (Chongqing) Ltd. 30,000,000 27,000,000 - - - - 27,000,000 China Merchants Property Management Co., 22,500,000 36,460,597 - - - - 36,460,597 Ltd. CM (Nanjing) Ltd. 30,000,000 14,700,000 - - - - 14,700,000 Zhangzhou China Merchants Properties Co., 25,000,000 25,500,000 - - - - 25,500,000 Ltd. Tianjing Zhaosheng Property Co., Ltd. 18,000,000 18,000,000 - - - - 18,000,000 Suzhou CM Nanshan Property Co., Ltd. 60,000,000 60,000,000 60,000,000 - - - 120,000,000 Chengdu CM Property Ltd. 30,000,000 30,000,000 - - - - 30,000,000 China Merchants Properties (Chongqing) Co., 30,000,000 - 30,000,000 - - - 30,000,000 Ltd. ____________ ___________ __________ _________ _________ ____________ 1,447,881,976 90,000,000 ___________ (3,945,297) __________ _________- (91,867,993) _________ 1,442,068,686 Less: Impairment provision 26,643,851 ____________ ____________- Long-term investment, net 1,421,238,125 ____________ 1,442,068,686 ____________ Change of long-term equity investment impairment provision: Name of invested companies Beginning of Term Increased this year Transferred this year End of Term RMB Yuan RMB Yuan RMB Yuan RMB Yuan China Merchants Port Service (Singapore) Ltd. (Note) 26,643,851 __________ - __________ (26,643,851) __________ - __________ Note: China Merchants Port Service (Singapore) Co., Ltd. was closed in 2008. The long-term impairment provisions of RMB26,643,851 provided in previous years was transferred off. 148 - - China Merchants Property Development Co., Ltd. 70. Notes to major items in financial statements of the parent company - continues (2) Long-term share equity investment - continues (b) List of joint enterprises and major financial data Portion in the Gross Name of invested companies Reg. Add. Business Registered registered Portion in the property capital voting rights capital busines RMB Yuan % % RMB Y Affiliated company Property Shenzhen China Merchants Guangming Shenzhen development and 200,000,000 49 49 202,060 Technologies Zone Ltd. management (c) The Company’s long-term equity investment receivers as of December 31, 2008 were not limited in ability to tr 149 China Merchants Property Development Co., Ltd. Annual Report 2008 70. Notes to major items in financial statements of the parent company - continues (4) Short-term loans End of Term Beginning of Term RMB Yuan RMB Yuan Credit loan 2,406,081,100 3,585,866,600 Guarantee loan 400,000,000 ____________ 150,000,000 ____________ Total 2,806,081,100 ____________ 3,735,866,600 ____________ (5) Long-term borrowings End of Term Beginning of Term Categories Original Exchange RMB Yuan Original Exchange RMB Yuan currency rate currency rate Credit loan - RMB 2,700,000,000 1.00 2,700,000,000 450,000,000 1.00 450,000,000 Guaranteed loan - RMB 1,860,000,000 1.00 1,860,000,000 1,210,000,000 1.00 1,210,000,000 Entrusted loan - RMB 600,000,000 1.00 600,000,000 800,000,000 1.00 800,000,000 _____________ _____________ 5,160,000,000 2,460,000,000 Less: Long-term borrowings due in 1 1,550,000,000 1.00 1,550,000,000 300,000,000 1.00 300,000,000 year Incl. Borrowings on credit 450,000,000 1.00 450,000,000 300,000,000 1.00 300,000,000 Guarantee loan 1,100,000,000 1.00 1,100,000,000 _____________ _____________ Cooling fee 3,610,000,000 2,160,000,000 _____________ _____________ _____________ _____________ (6) Investment income Accumulated Accumulated Items this year last year RMB Yuan RMB Yuan Long-term equity investment income 594,263,908 2,458,387,669 Incl. Profit distribution announced by the investment receiver on cost basis 607,301,667 2,458,494,332 Gain/loss recognized on equity basis (6,766,935) (2,764,486) Gain/loss from disposal of long-term equity investment (6,270,824) 2,657,823 Gain/loss of transactional financial assets - Gain/loss of sellable financial assets - 34,761,271 ___________ ____________ Total 594,263,908 2,493,148,940 ___________ ___________ ____________ ____________ 150 - - China Merchants Property Development Co., Ltd. Annual Report 2008 70. Notes to major items in financial statements of the parent company - continues (7) RELATED PARTIES TRANSACTIONS (a) Guarantee and assurance End of Term Beginning of Term RMB Yuan RMB Yuan China Merchants Shekou Industrial Zone Co., Ltd. (Note1) 610,000,000 700,000,000 Shenzhen China Merchants Power Supply Co., Ltd. (Note2) 205,038,000 - ___________ ___________ Total: 815,038,000 ___________ 700,000,000 ___________ Note1: Please see Note 65(4)(e). Note2: Please see Note 24. (b) Entrusted loan Annual interest Interest paid in this Name of the parties End of Term Loan terms rate year RMB Yuan RMB Yuan China Merchants Shekou Industrial June 2 2008 – June 1 300,000,000 7.560% 13,356,000 Zone Co., Ltd. 2010 China Merchants Shekou Industrial Zone Co., Sept. 25 2008 to Sept. 300,000,000 7.290% 5,892,750 Ltd. 24 2010 Note: Please see Note 65(4)(j). 151 - - China Merchants Property Development Co., Ltd. Annual Report 2008 70. Notes to major items in financial statements of the parent company - continues (7) (7) Related Party Transactions -continues (e) Balance of debts and credits Details of credits and debts with related parties: Accounts Name of the parties End of Term Beginning of Term RMB Yuan RMB Yuan Dividend receivable China Merchants Property Co., Ltd. (Note) 3,030,848,071 2,447,054,932 ____________ _____________ ____________ _____________ Other account receivable Shenzhen China Merchants Property Co., Ltd. 4,516,341,620 2,230,556,937 Guangzhou China Merchants Real-estate Co., Ltd. 1,435,307,998 1,243,918,163 Tianjing Zhaosheng Property Co., Ltd. 1,412,479,200 1,215,082,605 CM Property (Beijing) Ltd. 1,004,249,678 1,374,658,479 China Merchants Jiaming (Beijing) Property Development Co., Ltd. 818,769,538 - China Merchants Properties (Chongqing) Co., Ltd. 732,000,000 - Suzhou CM Nanshan Property Co., Ltd. 718,384,807 683,353,490 Shanghai CM Minsheng Property Ltd. 646,184,735 541,842,037 CM (Chongqing) Ltd. 624,777,184 466,490,284 Shanghai CM Fengsheng Property Ltd. 442,991,746 355,561,746 Shanghai CM Fengrui Property Ltd. 440,099,694 - CM (Nanjing) Ltd. 432,170,000 418,500,383 Zhuhai Huifeng Property Co., Ltd. 324,262,128 288,617,996 Zhangzhou China Merchants Properties Co., Ltd. 275,002,533 192,706,200 Shanghai Fengyang Property Ltd. 220,643,596 - Beijing Hengshihuarong Real-estate Development Co., Ltd. 202,649,674 - China Merchants (Suzhou) Co., Ltd. 149,368,200 - Eureka Investment Ltd. 80,044,013 26,400,599 Shenzhen China Merchants Xin’an Properties Co., Ltd. 39,883,897 47,333,903 Suzhou Shuanghu Property Co., Ltd. 27,087,661 21,000,000 Foshan Xinjie Property Ltd. 16,777,640 - Chengdu CM Property Ltd. 3,138,750 101,296,000 Zhuhai Yuanfeng Property Co., Ltd. 104,349 104,349 Shenzhen Meiyue Property Development Co., Ltd. 40,110 - Guangzhou Qidi Tech & Science Investment Co., Ltd. 3,000 - Guangzhou Wende Property Management Co., Ltd. 3,000 - Nanjing Fucheng Real-estate Development Co., Ltd. - 434,740,257 Tianjin China Merchants Properties Co., Ltd. - 99,124,021 Huipeng Property Co., Ltd. - 7,525,000 China Merchants Port Service (Singapore) Co., Ltd. - 473,388 _____________ _____________ 14,562,764,751 9,749,285,837 _____________ _____________ _____________ _____________ 152 - - China Merchants Property Development Co., Ltd. Annual Report 2008 70. Notes to major items in financial statements of the parent company - continues (7) Related parties and transactions - continues (e) Balance of debts and credits - continues Accounts Name of the parties End of Term Beginning of Term RMB Yuan RMB Yuan Other account payable Shenzhen CM Power Supply Co., Ltd. 1,306,145,715 1,399,400,004 Shanghai China Merchants Properties Co., Ltd. 281,316,354 98,664,658 Shenzhen China Merchants Property Management Co., Ltd. 108,606,766 103,731,591 Beijing CM Property Management Co., Ltd. 100,257,959 74,922,141 CM (Nanjing) Ltd. 99,544,488 12,871,819 Shekou Xinghua Industrial Holdings Co., Ltd. 87,253,387 86,216,872 Shenzhen Taige Apartment Management Co., Ltd. 83,977,078 49,094,132 Shenzhen CM Water Supply Co., Ltd. 74,857,464 70,626,857 Shenzhen City Main Plaza Investment Co., Ltd. 61,390,279 59,942,954 Tianjin China Merchants Properties Co., Ltd. 60,770,482 - Shenzhen CM Commercial Development Co., Ltd. 49,971,617 - Shenzhen CM Construction Co., Ltd. 49,745,930 49,768,590 China Merchants (Suzhou) Co., Ltd. 46,788,908 30,045,818 CM Property (Beijing) Ltd. 43,206,046 - Shanghai Fengyang Property Ltd. 36,698,843 - Shanghai CM Property Management Co., Ltd. 36,516,030 40,152,333 Shanghai China Merchants Real-estates Co., Ltd. 30,500,688 30,510,688 Guangzhou China Merchants Real-estate Co., Ltd. 18,198,541 - CM Garden City (Beijing) Property Development Co., Ltd. 15,266,268 15,266,268 Tianjing Zhaosheng Property Co., Ltd. 13,898,466 - Zhangzhou CM Honglong Property Ltd. 11,563,410 18,279,747 Shenzhen CM Qile Property Management Ltd. 10,730,161 7,125,481 Wuhan CM Property Management Co., Ltd. 10,312,204 9,025,494 China Merchants Property Management Co., Ltd. Beijing Branch 7,047,077 - Nanjing CM Property Management Co., Ltd. 6,864,460 4,667,778 Shenzhen China Merchants Guangming Technologies Zone Ltd. 6,563,954 22,895,913 China Merchants Property Management Co., Ltd. 6,048,249 17,357,942 CM (Chongqing) Ltd. 4,404,977 - China Merchants Properties (Chongqing) Co., Ltd. 3,814,153 - Eureka Investment Ltd. 3,435,905 2,993,961 Chengdu CM Property Ltd. 3,138,750 - China Merchants Securities Co., Ltd. 2,000,000 - Shanghai CM Fengsheng Property Ltd. 1,086,344 16,716,867 China Merchants Hanghua Technologies and Trade Center Co., Ltd. 200,000 - Shenzhen CM Property Consultancy Ltd. 12,692 10,248,249 China Merchants Port Service (Singapore) Co., Ltd. - 58,632,883 Zhangzhou China Merchants Properties Co., Ltd. - 24,972,778 China Merchants Shekou Industrial Zone Co., Ltd. - 4,852,099 Nanjing Fucheng Real-estate Development Co., Ltd. - 1,413,211 Xi’an CM Property Management Co., Ltd. - 1,917,874 Shenzhen China Merchants Property Co., Ltd. - 76,145 ____________ _____________ Total 2,682,133,645 2,322,391,147 ____________ _____________ ____________ _____________ 153 - - China Merchants Property Development Co., Ltd. Annual Report 2008 70. Notes to major items in financial statements of the parent company - continues (7) Related parties and transactions - continues (e) Balance of debts and credits - continues Note: According to the “Resolutions of the Board of Shenzhen China Merchants Property Co., Ltd. on distribution of profit for year 2008” passed on December 31, 2008, it was the profit retrieved by Shenzhen China Merchants Property Co., Ltd. (f) Capital dispatch of fund clearance center The Company has established an internal capital clearance center to collectively manage and coordinate the capital inside the Company. All of the subsidiaries save their money in the center, and apply for fund when needed for project development. The Company charge the fund applied at practical financial cost. 70. Approval of the financial statements The Financial Statements of the Company and Consolidated have been approved by the Board of Directors on *** *******. 154 - - China Merchants Property Development Co., Ltd. Annual Report 2008 Year 2008 Supplementary information provided by the management 1. Net income on asset and earnings per share after fully diluted and weighted average This formula of net income on asset and earnings per share was prepared by China Merchants Property Development Co., Ltd. (CMPD) according to “Information Disclosure Rules of PLC No.09 – calculating and disclosing of net income on asset and earnings per share” (Revised 2007) issued by China Securities Regulatory Commission. Calculated according to net profit Calculated according to net profit Profit of the report period attributable to common attributable to common shareholders after shareholders of the Company deducting of non-recurring gain/loss On full amortizing basis 8.26% 8.44% Net earnings / asset weighted average 13.75% 14.06% Basic gains per share 0.9408 0.9616 Earnings per share (RMB) Diluted gains per share 0.9408 0.9616 2. Analysis on change of items in the financial statements This analysis on change of items in the financial statements was prepared by CMPD according to “Information Disclosure Rules of PLC No.09 – calculating and disclosing of net income on asset and earnings per share” (Revised 2007) issued by China Securities Regulatory Commission. In RMB Scale of Items Year 2008 Year 2007 Causation of differences change Increased by borrowings and proceeds from issuing of Monetary capital 7,389,133,547 3,588,095,863 106% shares Inventories 23,840,551,125 17,167,330,873 39% Development cost and increase of land reserves Long-term share 771,232,269 568,290,424 36% Increase of external investment projects equity investment Investment real 2,632,975,770 2,377,676,137 11% New investment properties such as Marine Center estate Account payable 1,863,688,472 2,916,864,090 (36%) Balance payment for land won in previous year Other account Increasing of project payment received by subsidiaries 3,132,711,650 2,139,591,897 46% payable from minor shareholders Long-term Borrowings from outside increased for need of project 6,807,315,907 3,654,235,019 86% borrowings development Increased due to issuing of shares, bonus shares, and Share capital 1,717,300,503 844,867,002 103% capitalizing of capital reserves Capital reserves 8,548,544,784 3,413,857,995 150% Share capital premium caused by issuing of shares Turnover 3,573,184,200 4,111,644,668 (13%) Decline of property sales due to negative market situation Decreasing of property sales lead to creasing of costs in the Operation cost 2,097,773,113 2,179,150,950 (4%) year Caused by market decline, some of the projects are Asset impairment suffering from losses, need to provide inventory 407,654,635 (4,678,993) (8812%) loss impairment provision and receivable account impairment provision Gain/loss from change of fair value 145,469,305 (50,589,723) (388%) Gains from fair value fluctuation of NDF business Disposal of some subsidiaries brought great gains in the Investment income 802,815,289 201,064,535 299% year Note: NDF means future foreign currency trade contract without handover of principal. 155 - - China Merchants Property Development Co., Ltd. Annual Report 2008 3. Asset Impairment Statement Unit： RMB 0,000 Book balance Balance on at beginning Provided the Written back book at end of Items of year term this term term 5,421,244 111,584,093 1,796,598 115,208,739 I. Bad debt provision 162,982 296,210,000 296,372,982 II. Inventory impairment provision III. Disposable financial asset impairment provision IV. Investment equity hold till expiring impairment provision V. Long-term equity investment impairment 100,000 100,000 provision VI. Property investment impairment provision VII. Fixed asset impairment provision VIII. Project material impairment provision IX. Construction in process impairment provision X. Production biological material asset impairment provision Incl. Mature production biological material asset impairment provision XI. Gas & oil asset impairment provision XII. Intangible asset impairment provision XIII. Goodwill impairment provision XIV. Other 5,684,226 407,794,093 1,796,598 411,681,721 Total Chapter 12. Documents Available for Reference 1. Financial statements carrying the personal signatures and seals of Legal Representative, Person in Charge of Accounting Works and Person in Charge of Accounting Department; 2. Original of Auditors’ Report carrying the seals of Certified Public Accountants as well as personal signatures and seals of certified public accountants; 3. Originals of all documents and notices publicly disclosed on newspapers designated by CSRC in the report period in 2008; 4. English version of Annual Report 2008 of the Company. China Merchants Property Development Co., Ltd. March 27, 2009 156 - -